1
Exhibit 4-e-2
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[LOGO]
METROPOLITAN LIFE INSURANCE COMPANY
A Mutual Company Incorporated in New York State
Xxx Xxxxxxx Xxxxxx-Xxx Xxxx, Xxx Xxxx 00000-0000
Contractholder
Trustees of Xxxxx-Xxxxxxx Employee
Savings Plan Trust
Group Annuity Contract No. Issue Date
13380 November 18, 1992
In Consideration of the Contractholder's payments under this Contract,
METROPOLITAN LIFE INSURANCE COMPANY
("MetLife")
Agrees to make payments, and to pay annuities bought, under this Contract in
accordance with and subject to its terms.
Therefore, the Contractholder and MetLife execute this Contract in duplicate to
take effect as of the Issue Date.
Trustees of Xxxxx-Xxxxxxx Metropolitan Life Insurance Company
Employee Savings Plan Trust
------------------------------------ /s/ XXXXXX X. XXXXXXXX /s/ XXXXXXXX X. XXXXXXXX
/s/ XXXX X. XXXXXXX Xxxxxx X. Xxxxxxxx Xxxxxxxx X. Xxxxxxxx
------------------------------------ Chairman of the Board, President Vice-President and Secretary
Signature and Chief Executive Officer
Trustee
------------------------------------
Title
[Illegible] /s/ X. X. Xxxxxx
------------------------------------ --------------------------------------
Witness Registrar
3/17/93 March 25, 1993
------------------------------------ --------------------------------------
Date Date
Milwaukee, WI New York, N.Y.
------------------------------------ --------------------------------------
City and State City and State
ALTHOUGH THIS IS A PARTICIPATING CONTRACT, METLIFE DOES NOT ANTICIPATE THAT THIS
CONTRACT WILL BE ENTITLED TO ANY DIVIDEND. SEE SECTION 6.1.
Defined Contribution Plan Accumulation Contract
Nonparticipating Annuities
Form G.2440K
2
CONTENTS
Section Page
1. INTRODUCTION ................................................2
2. RELATION BETWEEN PLAN AND CONTRACT
2.1 General Understanding ...................................3
2.2 Changes in Plan's Terms and Operation; Competing Plan ...3
3. PAYMENTS TO METlIFE
3.1 Payments for Addition to the Plan Reserve Account .......8
3.2 Interest Rates ..........................................8
3.3 Payment of Expenses .....................................8
3.4 Grace Period ............................................9
4. PAYMENTS BY METlIFE
4.1 Reports of Plan Benefits and Transfers .................10
4.2 Withdrawals from Plan Reserve Account ..................10
4.3 Application of the Plan Reserve Account Withdrawals ....11
5. ANNUITIES
5.1 Annuity Purchases ......................................12
5.2 Stipulated Payments ....................................12
5.3 Certificates ...........................................12
5.4 Misstatements ..........................................13
6. GENERAL PROVISIONS
6.1 Participation; Dividends ...............................14
6.2 Entire Contract ........................................14
6.3 Assignment or Alienation ...............................14
6.4 Liability for Payments .................................15
6.5 Communications; Payments ...............................15
6.6 Information to be Furnished ............................15
6.7 Termination of Contract ................................15
7. STIPULATED PAYMENTS ........................................16
3
Section 1. Introduction
1.1 "Plan" means the Qualified Plans participating in Xxxxx-Xxxxxxx
Employee Savings Plan Trust that cover the salaried, hourly and
represented hourly employees of the Xxxxx-Xxxxxxx Company. The
Contractholder has given MetLife a copy of the Plan as in effect on the
Issue Date. The Plan is mentioned for reference purposes only. MetLife
is not a party to the Plan.
1.2 "Plan Reserve Account" means the account MetLife will establish under
this Contract and to which it will add Contractholder payments of Plan
contributions.
1.3 "Qualified Plan" means a plan that meets the requirements for
qualification under Section 401 of the United States Internal Revenue
Code or that is a governmental plan, as defined in Section 414 (d) of
such Code, established by an employer for the exclusive benefit of its
employees or their beneficiaries and under which it is impossible
before the satisfaction of all liabilities with respect to such
employees and their beneficiaries for any part of the corpus or income
to be diverted to purposes other than for their exclusive benefit. The
Contractholder represents that the Plan is a Qualified Plan as of the
Issue Date.
Form G.2440K 2
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Section 2. Relation Between Plan and Contract
2.1 General Understanding
The Plan permits contributions made thereunder to be paid to an
insurance company under a contract of this type. However, the existence
of this Contract between the Contractholder and MetLife does not cause
MetLife to be a fiduciary of the Plan.
The Contractholder and MetLife agree as follows:
(1) As of the Issue Date of this Contract the Plan has certain
provisions and/or related administrative practices applicable
to contributions by and on behalf of participants, and payments to
participants or their beneficiaries because of retirement,
termination of employment, disability, death or in-service
withdrawals. References in this Contract to the Plan's provisions
mean, unless MetLife agrees otherwise, such provisions and/or
administrative practices as in effect on the Issue Date.
As used in this Contract, "termination of employment" does not
include either (i) transfer or other change of employment from an
employer to a parent, subsidiary or any company under common
ownership or control with the employer, or (ii) any change of
employers as the result of the spin-off, sale or merger of any unit
of the employer or Plan sponsor.
(2) Participants will exercise their own independently determined
judgments, without influence or direction by the
Contractholder, employer or Plan sponsor, in regard to their
actions under the Plan. Upon request by MetLife, the Contractholder
will furnish it with copies of communications to participants
concerning the Plan.
2.2 Changes in Plan's Terms and Operation; Competing Plan
The Contractholder agrees to furnish MetLife promptly with a
copy of each amendment to the Plan that takes effect after the Issue
Date and to notify MetLife promptly if the Plan is determined not to be
a Qualified Plan.
If the Plan is amended so that its terms no longer conform to
those set out in Section 2.1, or if in practice the Plan is
administered in a manner that has the substantive effect of changing
the Plan's terms or administration from that set out in Section 2.1, or
if any of the agreements expressed in Section 2.1 or this Section 2.2
is breached, or if the Contractholder has not made any payment
specified in Section 3.1 by the end of the Grace Period
Form G.2440K 3
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Section 2.2--Continued
or any report specified in Section 4, or if the Plan is
determined not to be a Qualified Plan, MetLife will have the right as
of the effective date of such Plan amendment, administrative change or
breach of agreement, or as of the end of the Grace Period in which the
Contractholder did not make the required payment, or as of the date the
Contractholder did not make the required report or MetLife learns that
the Plan is no longer a Qualified Plan, to do any or all of the
following:
(a) If the Plan is amended so that its terms no longer conform to those
set out in Section 2.1, or if in practice the Plan is
administered in a manner that has the substantive effect of
changing the Plan's terms or administration from that set out in
Section 2.1, and MetLife determines that such amendment or
administrative change would adversely affect MetLife's financial
experience under this Contract, the following provisions will
apply:
(i) If MetLife determines that such amendment or change would
increase the amount of payments MetLife would have to
make under this Contract or change the interval between such
payments, MetLife will make only the payments that MetLife
determines would have been made if the amendment or change
had not been made.
(ii) If MetLife determines that such amendment or change would
decrease the amount of payments MetLife would have to
make under this Contract or change the interval between such
payments, MetLife will determine the additional amounts that
it will withdraw from the Plan Reserve Account and pay to the
Contractholder so that the aggregate of all payments made by
MetLife under this Contract would be the same as the payments
that would have been made under this Contract had the
amendment or change not been made.
(iii) If such amendment or change occurs before December 1, 1993 and
MetLife determines that such amendment or change would
increase the amount of payments to be paid to MetLife under
this Contract or change the interval between such payments,
MetLife will not accept under this Contract any payment that
in MetLife's determination is attributable to the amendment
or change nor will the Contractholder be obligated to pay to
MetLife under Section 3.1 the amounts MetLife determines are
attributable to such amendment or change.
Form G.2440K 4
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Section 2.2--Continued
(iv) If such amendment or change occurs before December 1, 1993
and MetLife determines that such amendment or change
would decrease the amounts paid to MetLife under this
Contract or change the interval between such payments,
MetLife will reduce the rate of interest it will thereafter
credit on amounts in the Plan Reserve Account to the extent
necessary to compensate MetLife for the loss or losses
MetLife determines in connection with such decreased amount
of payments. In no event will any such reduction cause the
rate of return under Section 3.2 to be less than a rate,
compounded daily, equivalent to an effective annual rate of
4.88%.
(b) If the Contractholder has not made any payment specified in Section
3.1 by the end of the Grace Period or any report specified in
Section 4, or if the Plan is determined not to be a Qualified Plan,
or if any of the agreements expressed in Section 2.1 or this
Section 2.2 is breached, and MetLife determines that such event
would adversely affect MetLife's financial experience under this
Contract, MetLife will have the right to charge the Contractholder
and, to the extent not paid by the Contractholder, to withdraw from
the Plan Reserve Account, the amount necessary to compensate
MetLife for the loss or losses MetLife in its sole discretion
determines in connection with an event described in this item (b).
If MetLife exercises its rights under the foregoing items (a)
and (b) and within 90 days thereof the Contractholder and MetLife agree
upon an alternative arrangement, then MetLife will rescind its action
or actions under said items upon such agreement. No action by MetLife
under said items (a) and (b) will exceed that necessary to avoid an
impairment of MetLife's financial experience under this Contract. In
any event MetLife will provide the Contractholder with sufficient
information to substantiate MetLife's action.
If the Contractholder, employer or Plan sponsor establishes
another pension or profit sharing plan or program to which participants
contribute, or any plan or program to which participants contribute and
which contains a savings element, or amends an existing plan or program
so that it falls within the foregoing description, and if such plan or
program is available to participants eligible for the Plan, or if the
employer agrees to make payroll deductions for another plan or program
(whether or not established by the employer) as described in this
paragraph on account of participants eligible for the Plan, then
MetLife will have the right to deem such action to be a change in the
Plan's terms as contemplated by the second paragraph of this
Form G.2440K 5
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Section 2.2--Continued
Section 2.2 and so permit MetLife to exercise its rights under
item (a) of said second paragraph.
If a spin-off, sale or merger of any unit of the employer or
Plan sponsor occurs, and if with respect to Plan participants employed
by that unit
(i) such Plan participants become participants under a defined
contribution plan adopted by the successor employer (the
"Successor Plan"),
(ii) the Successor Plan provisions conform to those represented to
MetLife for the Plan pursuant to Section 2.1 of this Contract,
and
(iii) the successor employer applies to MetLife for a guaranteed
interest contract issued in connection with the Successor Plan
(the "Clone Contract") to receive, at issue, designated amounts
which had been added to the Plan Reserve Account under this
Contract,
then MetLife will, upon mutual agreement with the successor
employer, do the following:
(a) Issue the Clone Contract to the new contractholder in accordance
with MetLife's underwriting guidelines for contracts in the
class to which this Contract belongs.
(b) Amend this Contract to effect the withdrawal and transfer to the
Clone Contract of the portion of the Plan Reserve Account
attributable to Plan participants employed by the successor
employer.
(c) Assess a one-time expense charge in connection with the issuance of
the Clone Contract and the corresponding amendment of this Contract.
However, if MetLife and the successor employer do not reach a
mutual agreement for the issuance of a Clone Contract, then MetLife
will apply the provisions of the next following paragraph separately to
each business-related event that would otherwise have resulted in the
issuance of a Clone Contract.
If a Plan or business-related event causes a group of
participants eligible on the Issue Date to be thereafter excluded from
eligibility, and if as a result of such exclusion withdrawals are to be
made on account of such participants, the Contractholder will (i)
promptly advise MetLife of any such event and (ii) as soon as
practicable thereafter request MetLife to withdraw from the Plan
Reserve Account this Contract's share (see Section 4.1) of the amounts
Form G.2440K 6
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Section 2.2--Continued
needed to accommodate such event. The Contractholder will
identify to MetLife amounts to be withdrawn for each such event.
MetLife will determine the ratio of the amount of each such withdrawal
to the amount in the Plan Reserve Account as of the date prior to the
day such withdrawal is to be paid. So long as the sum of all such
ratios attributable to all such events, determined since the Issue
Date, expressed as a percentage, does not exceed 5%, MetLife will make
application of such withdrawals in accordance with item (a) or (b) of
Section 4.3. If an event would cause the sum of these percentages to
exceed 5%, then MetLife will deem such event to be a change in the
Plan's terms as contemplated by the second paragraph of this Section
2.2 and so permit MetLife to exercise its rights under subitems (i) and
(iv) of said second paragraph. This paragraph does not apply to events,
such as layoffs and plant closings, that result in bona fide
termination of employment for participants.
If the Plan is extended to a group of participants not eligible
on the Issue Date, MetLife will not accept under this Contract any
payment on account of such group of participants, nor will the
Contractholder be obligated to pay to MetLife under Section 3.1 any
payment on account of such group of participants unless otherwise
agreed upon by the Contractholder and MetLife.
Form G.2440K 7
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Section 3. Payments to MetLife
3.1 Payments for Addition to the Plan Reserve Account
The Contractholder will pay to MetLife under this Contract the
following:
(a) An aggregate amount of approximately $38,000,000.00 on
December 1, 1992.
(b) One hundred percent of the Gross Contributions to the Plan made
during each week after November 30, 1992 and before December 1,
1993. Such Contributions will be paid to MetLife promptly after the
date any such Contribution is made.
MetLife will add each such payment to the Plan Reserve Account as of the
date of MetLife's receipt of the payment.
As used in this Contract, the term Gross Contributions means for any
week the amounts contributed to the Plan, pursuant to the Plan
provisions referred to in Section 2.1, during that week.
3.2 Interest Rates
MetLife will credit interest on amounts while in the Plan
Reserve Account. Interest will be credited from the date of addition up
to, but not including, the date of withdrawal from the Plan Reserve
Account.
Any rate of interest specified in this Section 3.2 is subject
to reduction as provided in Section 2.2.
Such interest will be credited at a rate, compounded daily,
equivalent to an effective annual rate of 6.88% which will be the rate
of return under this Contract on amounts while in the Plan Reserve
Account.
3.3 Payment of Expenses
The administrative expenses allocated to this Contract will be as
follows:
MetLife will determine the administrative expense charges
allocated to this Contract if MetLife performs administrative services
under this Contract at the Contractholder's request that are not taken
into account by MetLife under this Contract. MetLife will notify the
Contractholder after the completion of such services of the amount of
the expense charges due.
Form G.2440K 8
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Section 3.3--Continued
The Contractholder will, upon receipt of notice of the amount
of such expense charges, pay MetLife such amount. MetLife will not add
any such payment to the Plan Reserve Account. To the extent the
Contractholder does not pay all or any portion of such amount within
the Grace Period, MetLife will have the right to withdraw the unpaid
amount from the Plan Reserve Account.
3.4 Grace Period
The Contractholder will have a Grace Period of 31 days within
which to pay MetLife any amount, except the first amount, payable under
this Contract.
Form G.2440K 9
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Section 4. Payments by MetLife
4.1 Reports of Plan Benefits and Transfers
The Contractholder will promptly report to MetLife under this Contract
the following:
(a) Before December 1, 1993, the amount of each Gross Withdrawal from
the Plan made during each calendar quarter after November 30, 1992
and before December 1,1993.
(b) After November 30, 1992 and provided all amounts in the Plan
attributable to amounts contributed to the Plan after November 30,
1993 have been exhausted, the amount of each Gross Withdrawal from
the Plan made during each calendar quarter after November 30, 1993.
In such report, the Contractholder will also specify the application of
any such amount under Section 4.3.
As used in this Contract, the term Gross Withdrawal means for
any calendar quarter the amounts withdrawn from the Plan, pursuant to
the Plan provisions referred to in Section 2.1, during that month.
Fixed Income Fund, pursuant to such provisions, during that calendar
quarter.
For purposes of item (b) of this Section 4.1, any amounts
attributable to the Plan paid to another guaranteed interest contract
issued in connection with, or other funding vehicle purchased for, the
Plan after November 30, 1993 will be deemed amounts contributed to the
Plan after November 30, 1993. In addition, such funding vehicle will
not be considered exhausted because of the bankruptcy, insolvency or
other failure to act of the bank, insurance company or other entity
providing it.
4.2 Withdrawals from Plan Reserve Account
MetLife will withdraw from the Plan Reserve Account each amount the
Contractholder reports under Section 4.1.
MetLife will make each withdrawal from the Plan Reserve Account
under this Section 4.2 as of the date the Contractholder specifies in
its report under Section 4.1, except that MetLife will not make any
withdrawal as of a date before the date MetLife receives the
Contractholder's report.
Form G.2440K 10
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Section 4.2--Continued
In addition to any withdrawal on account of a report under
Section 4.1, MetLife will withdraw the entire amount remaining in the
Plan Reserve Account on November 30, 1997.
If the date any withdrawal would otherwise be made is a day on
which MetLife, MetLife's bank or the payee is not open for business,
such withdrawal will be made on the next following date on which all
such parties are open for business.
In no event will any withdrawal from the Plan Reserve Account exceed
the total amount in the Plan Reserve Account.
4.3 Application of the Plan Reserve Account Withdrawals
MetLife will apply each amount withdrawn from the Plan Reserve
Account under Section 4.2 in one of, or a combination of, the following
ways, as the Contractholder specifies:
(a) To buy immediate annuities under this Contract on account of
persons entitled to Plan benefits.
(b) To provide a payment to the Contractholder or, upon agreement
between the Contractholder and MetLife, to a payee the
Contractholder names.
If the amount withdrawn from the Plan Reserve Account under
Section 4.2 exhausts the Plan Reserve Account and if there are then any
charges under Section 3.3 not previously paid by the Contractholder,
then notwithstanding the first paragraph of this Section 4.3, MetLife
will deduct such charges from the amount withdrawn from the Plan
Reserve Account before making any application under the foregoing item
(a) or (b).
Form G.2440K 11
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Section 5. Annuities
5.1 Annuity Purchases
At the Contractholder's option, all or part of any amount
payable under Section 4 may be used to buy annuities under this
Contract for persons entitled to Plan benefits.
The Contractholder will report the following information to
MetLife for each person on whose account an annuity is to be bought
under this Contract.
(a) The date as of which payment of the annuity is to commence. Such
date will be the Annuity Commencement Date. The Annuity
Commencement Date may not be more than 60 days after the date of
the Contractholder's report. If MetLife receives the report less
than 30 days before the date reported as the Annuity Commencement
Date, MetLife will have the right to make the Annuity Commencement
Date the first day of the month next following the date reported by
the Contractholder.
(b) The amount to be applied as a Stipulated Payment to buy the annuity.
(c) The form of annuity to be bought.
(d) The name, sex, date of birth and any other relevant data for each
annuitant.
5.2 Stipulated Payments
Stipulated Payments are the amounts required to buy annuities
under this Contract. As of the Issue Date, the Stipulated Payments to
buy annuities are those set forth in Section 7. MetLife may change such
Stipulated Payments on the first anniversary of the Issue Date and at
any time thereafter. No such change will be made within one year of any
previous change. MetLife will give the Contractholder at least 90 days
notice of any change in Stipulated Payments.
5.3 Certificates
MetLife will issue to the Contractholder, for delivery to each
annuitant, a certificate outlining the benefits payable under the
annuity.
Any certificate or certificate rider issued under this Contract
that contains MetLife's name in the space provided for execution
thereof will be
Form G.2440K 12
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Section 5.3--Continued
considered as certified by MetLife as fully as if the signature
of one of its officers appeared in such space.
5.4 Misstatements*
If the age or sex or any other relevant fact relating to any
annuitant is found to be misstated, MetLife will not pay a greater
amount of annuity than that provided by the actual Stipulated Payment
and the correct information. Any overpayment or underpayment of an
annuity will, together with interest, be deducted from or added to,
respectively, future annuity payments. The interest rate will be that
used to determine the Stipulated Payment.
*SEE ENDORSEMENT FORM G.7812-28
Form G.2440K 13
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Section 6. General Provisions
6.1 Participation; Dividends
This Contract is a participating contract except that the
financial experience of annuities bought under this Contract will not
be considered in determining this Contract's financial experience.
MetLife will determine annually any dividend to which this Contract may
be entitled. However, in view of the manner in which MetLife determines
the rates of interest credited under this Contract on amounts in the
Plan Reserve Account, MetLife does not anticipate that this Contract
will be entitled to any dividend. Any dividend will be paid to the
payee the Contractholder names.
6.2 Entire Contract
This Contract is the entire contract between the parties. The
Contractholder's statements will be deemed representations and not
warranties. No sales representative or other person, except an
authorized officer of MetLife, may make or change any contract or make
any binding promises about any contract on behalf of MetLife. Any
amendment, modification or waiver of any provision of this Contract
will be in writing and may be made effective on behalf of MetLife only
by an authorized officer of MetLife.
It is intended that this Contract's provisions will be fairly
construed and applied in accordance with its terms, and will not be
strictly construed against either the Contractholder or MetLife.
6.3 Assignment or Alienation
No amounts payable under this Contract may be assigned or
encumbered and, to the extent permitted by law, no amount payable under
this Contract will be subject to legal process or attachment for
payment of any claim against any payee. This Contract may not be
assigned to any person except the Plan sponsor or a trustee of the
Plan; however, if the Plan is consolidated or merged with another plan
or if the assets and liabilities of the Plan are transferred to another
plan, this Contract may be assigned to the plan sponsor or trustee of
such other plan.
Form G.2440K 14
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6.4 Liability for Payments
MetLife has no obligation to inquire as to the authority of any
payee to receive any payments made under this Contract or to inquire
into or see to the payee's application of any amounts so paid.
6.5 Communications; Payments
All communications between the Contractholder and MetLife
provided for in this Contract will be in writing. For this purpose
MetLife's address is its Home Office at Xxx Xxxxxxx Xxxxxx, Xxx Xxxx,
Xxx Xxxx 00000-0000. The Contractholder will state its address to
MetLife. All payments to MetLife under this Contract are payable at its
Home Office. Any communication or payment may be made for the
Contractholder by a party or parties the Contractholder names to act on
its behalf.
MetLife will report to the Contractholder the amount in the Plan
Reserve Account. Such reports will be made monthly.
6.6 Information to be Furnished
The Contractholder will furnish all information and documents
that MetLife may reasonably require to determine its rights and duties
under this Contract and to otherwise administer this Contract in
accordance with its terms.
6.7 Termination of Contract
This Contract will cease upon MetLife's and the
Contractholder's fulfillment of all their duties and obligations
hereunder.
Form G.2440K 15
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Section 7. Stipulated Payments
The Stipulated Payment for an annuity is the amount from the
appropriate schedule below for each $1 of monthly annuity payment, plus
$300 and plus any applicable tax.
(A) LIFE ANNUITY -- Payable on the first day of each month from the
date of purchase to the first day of the month in which the
annuitant dies.
Annuitant's Amount per $1 Monthly
Exact Age Annuity Payment
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55 $212.44
60 188.22
65 162.33
Edition B
(Unisex)
(B) JOINT AND SURVIVOR ANNUITY -- Payable on the first day of each
month from the date of purchase to the first day of the month
in which the second of the annuitants dies.
Annuitants' Exact Ages
-------------------------
Primary Survivor Amount per $1 Monthly
Annuitant Annuitant Annuity Payment
--------- --------- ---------------------
55 60 $239.73
60 65 216.25
65 65 201.68
Edition B
(Unisex)
On request MetLife will furnish values for ages and forms of
annuity not shown. Also, if at the time an annuity is bought MetLife
makes it available on more favorable values under contracts in the
class to which this Contract belongs, then such more favorable values
will be applicable.
Form G.2440K 16
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[LOGO]
METROPOLITAN LIFE INSURANCE COMPANY
A Mutual Company Incorporated in New York State
Xxx Xxxxxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000-0000
Group Annuity Contract No. 13380 issued to
Trustees of Xxxxx-Xxxxxxx Employee Savings Plan Trust
is hereby endorsed as follows effective November 18, 1992:
Notwithstanding any provision of the Contract to the
contrary, MetLife will make no adjustment in an annuity on
account of a misstatement of sex.
This endorsement is attached to and made part of the Contract.
Metropolitan Life Insurance Company
/s/ XXXXXXXX X. XXXXXXXX /s/ X. X. XXXXXX
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Xxxxxxxx X. Xxxxxxxx Registrar
Vice President and Secretary
March 25, 1993
-------------------------------
Date
New York, N.Y.
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City and State
Form G.7812-28
