-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, BanAZEk5NXrKSZbpRbsLqT8ls+OESIsY7kymnMKqRSa8a6WS7vskrqRARtLcQsRY Xm/rN2SJ8SdSGAQYr5IW+A== 0000950123-02-012373.txt : 20021231 0000950123-02-012373.hdr.sgml : 20021231 20021231141016 ACCESSION NUMBER: 0000950123-02-012373 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 4 FILED AS OF DATE: 20021231 EFFECTIVENESS DATE: 20021231 FILER: COMPANY DATA: COMPANY CONFORMED NAME: METLIFE INC CENTRAL INDEX KEY: 0001099219 STANDARD INDUSTRIAL CLASSIFICATION: INSURANCE AGENTS BROKERS & SERVICES [6411] IRS NUMBER: 134075851 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-8 SEC ACT: 1933 Act SEC FILE NUMBER: 333-102306 FILM NUMBER: 02873599 BUSINESS ADDRESS: STREET 1: ONE MADISON AVENUE CITY: NEW YORK STATE: NY ZIP: 10010-3690 BUSINESS PHONE: 2125782211 MAIL ADDRESS: STREET 1: ONE MADISON AVENUE CITY: NEW YORK STATE: NY ZIP: 10010-3690 S-8 1 y67268sv8.txt METLIFE, INC. Registration No. 333- SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ------------------------------ FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 ------------------------------ METLIFE, INC. (Exact name of registrant as specified in its charter) Delaware 13-4075851 (State or other jurisdiction of (I.R.S. employer identification no.) incorporation or organization) One Madison Avenue New York, New York 10010-3690 (212) 578-2211 METLIFE DEFERRED COMPENSATION PLAN FOR OUTSIDE DIRECTORS (Full title of the plan) Gary A. Beller, Esq. Senior Executive Vice President and General Counsel MetLife, Inc. One Madison Avenue New York, New York 10010-3690 (212) 578-2211 (Name, address, including zip code, and telephone number, including area code, of agent for service) CALCULATION OF REGISTRATION FEE
PROPOSED MAXIMUM PROPOSED MAXIMUM TITLE OF SECURITIES TO AMOUNT TO BE OFFERING PRICE PER AGGREGATE OFFERING AMOUNT OF BE REGISTERED REGISTERED SHARE(1) PRICE(2) REGISTRATION FEE - ---------------------------------------------------------------------------------------------------- Obligations Under $5,000,000 100% $5,000,000 $460 MetLife Deferred Compensation Plan for Outside Directors
(1) The Obligations under the MetLife Deferred Compensation Plan for Outside Directors (the "Obligations") are unsecured general obligations of MetLife, Inc. to pay deferred compensation in accordance with the terms of the MetLife Deferred Compensation Plan for Outside Directors. (2) Estimated solely for the purpose of determining the registration fee. INFORMATION REQUIRED IN THE REGISTRATION STATEMENT ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE The following documents filed with the Commission by MetLife, Inc. (the "Company") are incorporated herein by reference and made a part hereof: (a) The Company's Annual Report on Form 10-K for the year ended December 31, 2001; and (b) All other reports filed pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), since December 31, 2001. All documents subsequently filed by the Company pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act prior to the filing of a post-effective amendment which indicates that all securities offered hereby have been sold or which deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference in this Registration Statement and to be a part hereof from the date of filing of such documents. Any statement contained in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for purposes of this Registration Statement to the extent that a statement contained herein or in any subsequently filed document which also is or deemed to be incorporated by reference herein modifies or supersedes such statement. Any such statement as so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part hereof. ITEM 4. DESCRIPTION OF SECURITIES Under the MetLife Deferred Compensation Plan for Outside Directors (the "Plan"), the Company will provide members of the Board of Directors of the Company who are not employees of the Company or any of its affiliates the opportunity to agree to the deferral of specified percentages of the cash fees payable to them for their services as directors. Those eligible to defer compensation under the Plan may elect to defer all or a portion of such compensation under the Plan. The minimum percentage of compensation which can be deferred must result in a deferral of not less than $10,000 for any fiscal year. The obligations of the Company under the Plan (the "Obligations") will be unsecured general obligations of the Company to pay the deferred compensation in the future in accordance with the terms of the Plan, and will rank pari passu with other unsecured and unsubordinated indebtedness of the Company from time to time outstanding. The Obligations are not subject to redemption, in whole or in part, prior to the dates determined under the Plan, at the option of the Company or through operation of a mandatory or optional sinking fund or analogous provision. However, the Company reserves the right to amend or terminate the Plan at any time, except that no such amendment or termination shall reduce the amount of the deferred accounts of a participating director ("Participant") as of the date of such amendment or termination. The Obligations are not convertible into another security of the Company. The Obligations will not have the benefit of a negative pledge or any other affirmative or negative covenant on the part of the Company. No trustee has been appointed having the authority to take action with respect to the Obligations and each Participant will be responsible for acting independently with respect to, among other things, the giving of notices, responding to any requests for consents, waivers or amendments pertaining to the Obligations, enforcing covenants and taking action upon default. 1 The amount of compensation to be deferred by each Participant will be determined in accordance with the Plan based on elections by each Participant. Each Obligation will be payable beginning on a date in accordance with the terms of the Plan. The Obligations will be denominated and be payable in United States dollars. The Obligations will not bear interest, except to the extent a Participant designates that deferred compensation be tracked by reference to an interest-bearing account. A Participant's right or the right of any other person to the Obligations cannot be assigned, alienated, sold, garnished, transferred, pledged, or encumbered. Payments due after the death of the Participant are made to the beneficiary designated by the Participant under the Plan, or if there has been no designation, to the Participant's surviving spouse, if any, or, if the Participant has no spouse, to the Participant's estate. The primary source of the Company's liquidity is dividends it receives from Metropolitan Life Insurance Company ("Metropolitan Life") and other subsidiaries. Other sources of liquidity include programs for short- and long-term borrowing, as needed, arranged through the Company and MetLife Funding, Inc. ("MetLife Funding"), a subsidiary of Metropolitan Life. In addition, the Company filed a $4.0 billion shelf registration statement, effective June 1, 2001, with the Securities and Exchange Commission ("SEC") which permits the registration and issuance of debt and equity securities as described more fully therein. In connection with the shelf registration statement, the Company issued $1.25 billion of senior debt in November 2001 and $1.0 billion of senior debt in December 2001. As of December 31, 2002, $1.75 billion of senior debt remains unissued. Under the New York Insurance Law, Metropolitan Life is permitted without prior insurance regulatory clearance to pay a stockholder dividend to the Company as long as the aggregate amount of all such dividends in any calendar year does not exceed the lesser of (i) 10% of its statutory surplus as of the immediately preceding calendar year, and (ii) its statutory net gain from operations for the immediately preceding calendar year (excluding realized capital gains). Metropolitan Life will be permitted to pay a stockholder dividend to the Company in excess of the lesser of such two amounts only if it files notice of its intention to declare such a dividend and the amount thereof with the New York Superintendent of Insurance (the "Superintendent") and the Superintendent does not disapprove the distribution. Under the New York Insurance Law, the Superintendent has broad discretion in determining whether the financial condition of a stock life insurance company would support the payment of such dividends to its stockholders. The New York State Insurance Department (the "Department") has established informal guidelines for such determinations. The guidelines, among other things, focus on the insurer's overall financial condition and profitability under statutory accounting practices. Management of the Company cannot provide assurance that Metropolitan Life will have statutory earnings to support payment of dividends to the Company in an amount sufficient to fund its cash requirements and pay cash dividends or that the Superintendent will not disapprove any dividends that Metropolitan Life must submit for the Superintendent's consideration. MetLife's other insurance subsidiaries are also subject to restrictions on the payment of dividends to their respective parent companies. Section 1322 of the New York Insurance Law requires that New York domestic life insurers report their Risk Based Capital ("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 Superintendent explicit regulatory authority to require various actions by, or take various actions against, insurers whose total adjusted capital does not exceed certain RBC levels. 2 ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL The validity of the Obligations will be passed upon for the Company by Richard S. Collins, Esq., Chief Counsel - General Corporate of the Company. ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS The Company's 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 the Company's Amended and Restated Certificate of Incorporation and Amended and Restated By-Laws. Such indemnification covers all costs and expenses incurred by a director or officer in his capacity as such. 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 the Company's Amended and Restated 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 the Company, the Board of Directors may cause the Company to indemnify, to the same extent allowed for the Company's directors and officers, such person who was or is a party to a proceeding by reason of the fact that he is or was the Company's employee or agent, or is or was serving at the Company's request as director, officer, employee or agent of another corporation, partnership, joint venture, trust, employee benefit plan or other enterprise. The Company has in force and effect policies insuring its directors and officers against losses which they or any of them will become legally obligated to pay 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 policies. ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED Not applicable. 3 ITEM 8. EXHIBITS
EXHIBIT NUMBER DESCRIPTION ------ ----------- 4.1 MetLife Deferred Compensation Plan for Outside Directors. 5 Opinion of Richard S. Collins, Esq., Chief Counsel-General Corporate of the Company, regarding the legality of the securities registered hereunder. 23.1 Consent of Deloitte & Touche LLP. 23.2 Consent of Richard S. Collins, Esq., Chief Counsel-General Corporate of the Company (included in Exhibit 5). 24 Power of Attorney (included on the signature page to this Registration Statement).
ITEM 9. UNDERTAKINGS A. The undersigned Company hereby undertakes: 1. To file, during any period in which offers or sales are being made, a post-effective amendment to this Registration Statement to: (i) include any prospectus required by Section 10(a)(3) of the Securities Act of 1933; (ii) reflect in the prospectus any facts or events arising after the effective date of the Registration Statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in this Registration Statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20% change in the maximum aggregate offering price set forth in the "Calculation of Registration Fee" table in this effective Registration Statement; (iii) include any material information with respect to the plan of distribution not previously disclosed in this Registration Statement or any material change to such information in this Registration Statement; provided, however, that paragraphs A(1)(i) and A(1)(ii) do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in periodic reports filed with or furnished to the Commission by the Registrant pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in this Registration Statement. 4 2. That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment 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. 3. To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering. B. The undersigned Registrant hereby undertakes that, for purposes of determining any liability under the Securities Act of 1933, each filing of the Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934, (and, where applicable, each filing of an employee benefit plan's annual report pursuant to Section 15(d) of the Securities Exchange Act of 1934) that is incorporated by reference in this Registration Statement 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. C. Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the Registrant pursuant to the indemnification provisions summarized in Item 6 of this Registration Statement 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 Securities Act of 1933 and will be governed by the final adjudication of such issue. 5 SIGNATURES Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of New York, State of New York, on this 31st day of December, 2002. METLIFE, INC. By: /s/ Robert H. Benmosche -------------------------------- Name: Robert H. Benmosche Title: Chairman, President and Chief Executive Officer 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 and agent, with full power of substitution and resubstitution, to sign and file on such person's behalf individually and in each capacity stated below (i) 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, and (ii) any and all other instruments which either of such attorneys-in-fact and agents deems necessary or advisable to comply with the Securities Act of 1933, the rules, regulations and requirements of the Securities and Exchange Commission and Blue Sky or other state securities laws and regulations, as fully as such person could do in person, hereby verifying and confirming all that such attorneys-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, this Registration Statement has been signed by the following persons in the capacities and on the date indicated.
NAME TITLE DATE /s/ Robert H. Benmosche Chairman, President, December 31, 2002 - ---------------------------------- Chief Executive Officer and Robert H. Benmosche Director /s/ Curtis H. Barnette Director December 31, 2002 - ---------------------------------- Curtis H. Barnette /s/ Gerald Clark Vice-Chairman, December 31, 2002 - ---------------------------------- Chief Investment Officer and Gerald Clark Director
6
NAME TITLE DATE /s/ John C. Danforth Director December 31, 2002 - ---------------------------------- John C. Danforth /s/ Burton A. Dole, Jr. Director December 31, 2002 - ---------------------------------- Burton A. Dole, Jr. /s/ James R. Houghton Director December 31, 2002 - ---------------------------------- James R. Houghton /s/ Harry P. Kamen Director December 31, 2002 - ---------------------------------- Harry P. Kamen /s/ Helene L. Kaplan Director December 31, 2002 - ---------------------------------- Helene L. Kaplan /s/ Catherine R. Kinney Director December 31, 2002 - ---------------------------------- Catherine R. Kinney /s/ Charles M. Leighton Director December 31, 2002 - ---------------------------------- Charles M. Leighton /s/ Stewart G. Nagler Vice-Chairman, December 31, 2002 - ---------------------------------- Chief Financial Officer and Stewart G. Nagler Director Director - ---------------------------------- John J. Phelan, Jr.
NAME TITLE DATE /s/ Hugh B. Price Director December 31, 2002 - ---------------------------------- Hugh B. Price /s/ William C. Steere, Jr. Director December 31, 2002 - ---------------------------------- William C. Steere, Jr. /s/ Virginia M. Wilson Controller December 31, 2002 - ---------------------------------- Virginia M. Wilson
EXHIBIT INDEX
EXHIBIT NUMBER DESCRIPTION 4.1 MetLife Deferred Compensation Plan for Outside Directors. 5 Opinion of Richard S. Collins, Esq., Chief Counsel-General Corporate of the Company, regarding the legality of the securities registered hereunder. 23.1 Consent of Deloitte & Touche LLP. 23.2 Consent of Richard S. Collins, Esq., Chief Counsel-General Corporate of the Company (included in Exhibit 5). 24 Power of Attorney (included on the signature page to this Registration Statement).
9 EX-4.1 3 y67268exv4w1.txt METLIFE DEFERRED COMPENSATION PLAN Exhibit 4.1 THE METLIFE DEFERRED COMPENSATION PLAN FOR OUTSIDE DIRECTORS 2003 Page 1 IMPORTANT NOTICES This Program Description provides an overview of the MetLife Deferred Compensation Plan for Outside Directors (the "Plan"). It is also the official plan document that legally governs the Plan. This plan document will govern in every respect and instance. MetLife, Inc. will have the obligation to pay amounts deferred under the Plan from and after January 1, 2003. MetLife, Inc.'s obligations have been registered under the Securities Act of 1933, as amended. Since this is an unfunded plan, your rights or claims against assets or property are no greater than those of a general creditor (see "Liability" on page 7). The Plan does not constitute a contract for services as a director or otherwise. This Program Description may be updated from time to time to implement changes in the Plan. Fund performance data will be updated periodically. These updates will constitute part of the Prospectus distributed with respect to the Plan. The Plan Administrator may amend, alter or terminate the Plan in accordance with its terms at any time and for any reason. This document constitutes part of a prospectus covering securities that have been registered under the Securities Act of 1933, as amended. The date of this Prospectus is December, 2002. Page 2 PLAN AT-A-GLANCE PURPOSE To provide eligible directors with the opportunity to defer their compensation payable in cash, thereby deferring payment of federal and most state income taxes. ELIGIBILITY Directors of MetLife, Inc. who are not employees of MetLife, Inc. or any of its affiliates. ELECTION OPTIONS - Deferral percentage - Investment tracking funds - Distribution date - Number of distribution payments ENROLLMENT PERIOD From date of distribution of this Program Description through December 31, 2002. CHANGES TO DISTRIBUTION You may change either or both the date of DATE AND/OR NUMBER OF payment (to a later date) and number of PAYMENTS payments, but may do so only once and must do so no later than 12 months prior to the date of payment you originally selected. INVESTMENT CREDITS Your deferred compensation account will be credited with gains and losses reflecting the performance of the investment tracking funds you select. CHANGES IN AMOUNTS DEFERRED None allowed, except for hardship. INVESTMENT TRACKING Limited to a total of six times per year FUND CHANGES for either future deferrals or existing account balances. DISTRIBUTION - NUMBER Lump-sum payment or up to 15 annual installments. - TIMING Upon earlier of 60 days after termination of service as a director or on a designated future date. - ACCELERATED Immediate lump-sum payment, 10% penalty. - HARDSHIP Immediate lump-sum payment (availability strictly limited). TAXES Deferred compensation is taxable as ordinary income at the time of distribution. Rollover to an IRA, qualified plan or non-qualified plan is not permitted. BENEFICIARY Upon your death, account balance will be paid to your designated beneficiary. PLAN FUNDING The Plan is a non-qualified, unfunded plan. Account is maintained for record-keeping purposes only.
Page 3 METLIFE DEFERRED COMPENSATION PLAN FOR OUTSIDE DIRECTORS The MetLife Deferred Compensation Plan for Outside Directors (the "Plan") allows eligible directors to defer receiving a portion of their fees for services as director payable in cash to a later date, thereby deferring payment of federal and most state income taxes. Participation in the Plan is completely voluntary. ELIGIBILITY Members of the Board of Directors of MetLife, Inc. who are not employees of MetLife, Inc. or any of its affiliates are eligible to participate. In this Program Description, "you" refers to a director who is eligible to participate in the Plan. HOW THE PLAN WORKS Prior to the year in which your cash fees would have been payable, you may designate all or a portion of those fees for deferral. If you become eligible to participate in the Plan prior to October 1 of a given year, you may designate all or a portion of your cash fees payable in that calendar year by submitting a deferral election before the earlier of (1) the first meeting for which you earn fees that you attend; or (2) the thirtieth day after you become eligible to participate in the Plan. All deferrals are subject to the terms of the Plan, which are contained in this document. The MetLife Deferred Compensation Plan for Outside Directors is a non-qualified plan that is unfunded and subject to the risks described in this document. Amounts credited to an account are solely for record-keeping purposes. The Plan is not subject to protection under the Employee Retirement Income Security Act of 1974 (ERISA). See also "Liability" on page 7. Deferrals begin with the first fees payable in cash during a calendar year and end with the last fees payable during that calendar year. To defer your compensation, you need to complete a deferral election form specifying: - - The percentage of your cash fees you want deferred; - - The investment tracking funds that will be used to adjust the value of your deferred compensation account; - - A future distribution date; and - - The number of distribution payments. The form must be submitted within the enrollment period. Before making your elections, you may wish to consult a tax or personal financial advisor. Page 4 TAXES Deferred compensation is not subject to current taxation under federal and most state income tax laws. DEFERRAL AMOUNTS You may elect to defer all or a portion of your fees payable in cash for services as a director of MetLife, Inc., including retainer fees, meeting fees, and committee chairperson fees. If you choose to defer any of your cash fees, you must defer at least $10,000. Once you elect your deferral amount, you may not change it except in cases of extreme hardship as provided in the Plan. DEFERRED COMPENSATION ACCOUNT A deferred cash account in your name will be established for record-keeping purposes. You will receive account statements quarterly. Your account will be credited at the end of the month in which your deferred cash fees would otherwise have been paid. INVESTMENT TRACKING FUNDS Investment tracking funds are used as a device for adjusting the value of your account based on fund performance. Each investment tracking fund reflects the investment returns of the actual fund or index, which are measured on a daily basis. Gains or losses will be credited or debited from your account, in effect "mirroring" the performance of the specified fund or index. Your deferrals will not actually be invested in the funds. If the aggregate performance of the funds mirrored by the investment tracking funds you choose is positive, the value of your account will increase; if it is negative, the value of your account will decrease. The Plan may be amended in accordance with its terms to eliminate or replace any investment tracking fund at any time. You can select for your account one or more of 12 investment tracking funds, each of which mirrors the performance of one of the following actual funds or indexes. Page 5
ACTIVELY MANAGED FUNDS MARKET INDEXES - ---------------------- -------------- MetLife SIP Fixed Income Fund S&P 500(R) Index Lord Abbett Bond Debenture Fund Russell 2000(R) Index Oakmark Fund(R) Nasdaq Composite(R) Index MetLife SIP Small Company Stock Fund MSCI EAFE(R) Index Oakmark International Fund Lehman Brothers(R) Aggregate Bond Index Merrill Lynch US High Yield Master II Index MSCI EMF IndexSM
Fund allocations must be made in multiples of 5%. You may change your investment tracking funds - either with regard to future deferrals or existing account - at any time during the year by contacting Sandra Lukowsky of Nonqualified Plan Services at (phone) (877) 855-6777, ext. 1, (fax) (314) 444-0428, or (e-mail) slukowsky@genam.com; however, you may make no more than six changes per year. You will receive confirmation of your changes shortly after they are made. See page 9 for information about the investment tracking funds. THE DISTRIBUTION DATE You may choose to have your account paid to you either (1) on a specific date no less than three years after the year of deferral (for 2003, the date you choose may not be earlier than 2007), or (2) upon the termination of your service as a director of MetLife, Inc. eligible under the Plan. If you choose to receive your account on a specific date, your account will be paid to you at the earlier of (a) the date you selected, and (b) within 60 days following the termination of your service as a director. Once you have designated a distribution date, you cannot change it except as described below under "Changing the Distribution Date And/Or Number of Payments." NUMBER OF PAYMENTS You may elect to receive your account in either a lump-sum payment or up to 15 annual installments. Each annual installment will be a fraction of the account balance with one being the numerator and the number of payments remaining being the denominator. For example, if you elect to receive 10 annual payments, the first payment is equal to 1/10th of the account balance; the second payment is equal to 1/9th of the account balance; and so on until final payment is made. Annual installments will be made during the month of the anniversary of the event that initiated the first payment. Payments are subject to deductions in accordance with federal, state and local tax laws and regulations. Rollover to an IRA, qualified plan or non-qualified plan is not permitted. Page 6 CHANGING THE DISTRIBUTION DATE AND/OR NUMBER OF PAYMENTS You may change either or both of (1) the date you have selected to receive payment of your deferred compensation, and (2) the number of payments you have chosen to receive. If you make any such change(s), they must be made at the same time. You have only one opportunity to make these changes. Any such change(s) must be made by you at least 12 months before the original date you selected for payment. If you select a new date for payment, that date must be later than the date you originally selected. OTHER PLAN FEATURES PAYMENT TO BENEFICIARIES If you die before commencement or completion of distributions, the balance in your account will be paid as a single lump sum to your beneficiary. If you have not designated a beneficiary, or your beneficiary dies before you do, your account will be paid to your surviving spouse or, if you are not married at the time, to your estate. A domestic partner is not considered a surviving spouse under the Plan. You may designate an individual, a trustee or your estate as your beneficiary, and you may change your beneficiary at any time. Your beneficiary designation will apply to current and all prior year deferrals under the Plan. LOANS No loans may be taken from your account. HARDSHIP EXCEPTIONS In cases of extreme hardship, the Plan Administrator may suspend deferrals or make payments to you, reducing the value of your account. However, the total amount suspended and advanced cannot exceed the amount required to satisfy the financial consequences of the hardship and tax withholding requirements. ACCELERATED DISTRIBUTION You may take a lump-sum distribution of your account at any time. However, you will be charged a 10% penalty. LIABILITY Deferrals under the Plan are obligations of MetLife, Inc. A Rabbi Trust will support the deferred compensation accounts under the Plan. The existence of the trust will not change the unfunded, unsecured nature of the obligations under the Plan or give you any right or security interest in any assets other than as a general creditor of MetLife, Inc. Page 7 ASSIGNMENT No assignment or pledge of the right to receive the payment of amounts deferred or any other rights under the Plan may be made. CHANGE OF CONTROL PROTECTION You may elect in advance to have your deferred compensation account paid to you if you end your service as a director within two years after a Change of Control of MetLife, Inc. For these purposes, the definition of Change of Control in the MetLife Deferred Compensation Plan for Officers will apply. You will receive a form to make this election. PLAN ADMINISTRATOR The Plan is administered by a Plan Administrator who may establish, amend or rescind rules and regulations relating to the Plan. The Plan Administrator of this Plan is also the Plan Administrator of the Metropolitan Life Retirement Plan for U.S. Employees. The Employee Benefits Committee of the Metropolitan Life Insurance Company appoints the Plan Administrator of the Retirement Plan, who serves until such time as the Committee appoints a new Plan Administrator. The Plan Administrator may amend, modify, suspend, or terminate the Plan at any time and for any reason, except as otherwise required by law. The Plan Administrator, however, may not amend, modify or terminate the Plan in a way that will reduce the amount that has been accrued in your deferred compensation account prior to the effective date of the amendment, modification or termination. The determinations and interpretations of the Plan made by the Plan Administrator shall be final, binding, and conclusive for all purposes under the Plan. The Plan Administrator may prescribe forms for participants to take action authorized or allowed under the Plan and may appoint agents and consult legal counsel and other professionals to assist in administration of the Plan. The Plan Administrator may, in his or her sole discretion, adjust the value of a deferred compensation account on a basis other than as prescribed in deferral or reallocation elections, including but not limited to the use of investment tracking funds other than those selected by the participant. QUESTIONS? If you have questions, you may contact Sandra Lukowsky of Nonqualified Plan Services: Phone: (877) 855-6777, ext. 1 Fax: (314) 444-0428 E-mail: slukowsky@genam.com Page 8 INVESTMENT TRACKING FUNDS - ADDITIONAL INFORMATION Each investment tracking fund mirrors the performance of the actual fund or index it respectively tracks. Following are descriptions and performance data for the actual funds and indexes. There is no guarantee that any of the funds will achieve its objectives or increase in value. Unless you choose the investment tracking fund for the MetLife SIP Fixed Income Fund, your deferrals may lose value. Each actively managed fund has investment management fees and/or other expenses associated with it. The descriptions below are derived from information provided by the funds. ACTIVELY MANAGED FUNDS METLIFE SIP FIXED INCOME FUND: This fund is an individually managed separate account available under a Metropolitan Life Insurance Company group annuity contract. The fund seeks to achieve the highest possible current income consistent with the preservation of capital and predictable growth through a stable interest rate by investing in Guaranteed Interest Contracts or similar contracts. LORD ABBETT BOND DEBENTURE FUND: This fund (the Lord Abbett Bond Debenture Portfolio of the Met Investor Series Trust) is a mutual fund investment choice available under various variable insurance contracts issued by Metropolitan Life Insurance Company and its affiliates. The fund seeks to provide high current income and the opportunity for capital appreciation to produce a high total return. Under normal circumstances, the fund invests at least 80% of its net assets in debt securities. The fund normally invests substantially all of its assets in high-yield and investment-grade debt securities. It may invest in convertible securities. Up to 80% of the fund's assets may be invested in high-yield/high-risk debt securities ("junk bonds"). The fund may also invest up to 20% of it assets in foreign debt securities.(1),(3) OAKMARK FUND(R): This fund is a mutual fund and seeks to achieve long-term capital appreciation following a value style by investing primarily in the common stocks of U.S. companies. The fund is not designed to provide income. METLIFE SIP SMALL COMPANY STOCK FUND: This fund is an individually managed separate account available under a Metropolitan Life Insurance Company group annuity contract. The fund seeks to achieve long-term growth of capital by investing in the stocks of smaller U.S. companies with strong growth potential and to outperform the Russell 2000(R) Growth Index. This index measures the performance of Russell 2000 companies with higher price-to-book ratios and higher forecasted growth values with market capitalization under approximately $1.3 billion.(2) OAKMARK INTERNATIONAL FUND: This fund is a mutual fund and seeks to achieve long-term capital appreciation following a value style by investing primarily in the common stocks of non-U.S. companies in mature markets, less-developed markets and in selected Page 9 emerging markets. There are no limits on the geographic asset distribution, but the fund does not expect to invest more than 35% of its assets in securities in emerging markets.(3) MARKET INDEXES S&P 500(R) INDEX: This index includes some of the 500 largest capitalized stocks in the U.S. and is widely recognized as a guide to the overall health of the U.S. stock market. Stocks that are not included among the 500 largest are included in the index for diversification purposes. RUSSELL 2000(R) INDEX: This index measures stock performance of 2,000 smaller U.S. companies with market capitalization under approximately $1.3 billion.(2) NASDAQ COMPOSITE(R) INDEX: The Nasdaq Composite Index measures all Nasdaq domestic and international-based common-type stocks listed on the Nasdaq Stock Market. The Nasdaq Composite includes over 4,000 companies.(3),(4) MSCI EAFE(R) INDEX: The Morgan Stanley Capital International Europe, Australasia, Far East Index is a benchmark of the world stock markets, excluding the United States.(3) LEHMAN BROTHERS(R) AGGREGATE BOND INDEX: A benchmark index comprised of the Lehman Brothers Government/Corporate Bond Index, the Lehman Brothers Mortgage-Backed Securities Index, the Lehman Brothers Asset-Backed Securities Index and the Lehman Brothers Commercial Mortgage-Backed Securities Index. Fixed income securities in the index include debt obligations issued or guaranteed by the U.S. government or its agencies and instrumentalities, debt issued or guaranteed by U.S. corporations, foreign companies, municipalities, government and international agencies and mortgage-backed securities. MERRILL LYNCH US HIGH YIELD MASTER II INDEX: The Merrill Lynch U.S. High Yield Master II Index tracks the performance of below investment-grade U.S. dollar-denominated corporate bonds publicly issued in the U.S. domestic market.(1) Page 10 MSCI EMF INDEX(SM): The MSCI EMF (Emerging Markets Free) Index is designed to measure equity market performance in global emerging markets. As of April 2002, the MSCI EMF Index consisted of the following 26 emerging market country indices: Argentina, Brazil, Chile, China, Colombia, Czech Republic, Egypt, Hungary, India, Indonesia, Israel, Jordan, Korea, Malaysia, Mexico, Morocco, Pakistan, Peru, Philippines, Poland, Russia, South Africa, Taiwan, Thailand, Turkey and Venezuela.(3) - -------- (1) Lower rated high-yield, high-risk securities generally involve more credit risk. These securities also may be subject to greater market price fluctuations than lower yielding higher rated debt. (2) Investments in small capitalization and emerging growth companies involve greater than average risk. Such securities may have limited marketability and the issues may have limited product lines, markets and financial resources. The value of such investments may fluctuate more widely than investments in larger, more established companies. (3) International stocks contain additional risks that are not associated with U.S. domestic issues, such as changes in currency exchange rates, different governmental regulations, economic conditions and accounting standards. (4) This index is comprised to a significant degree in technology issues. The technology industry can be significantly affected by obsolescence, short product cycles, falling profits and prices, and competition from new market participants. A choice that is weighted in one sector is more volatile than those that diversify across many industry sectors. Page 11 HISTORIC FUND & INDEX PERFORMANCE BY CALENDAR YEAR As of September 30, 2002 Past performance is not a guarantee of future results. Note: Unit values fluctuate and amounts received upon distribution may be more or less than deferrals.
ACTIVELY MANAGED FUNDS YEAR-TO-DATE 2001 2000 1999 1998 - ---------------------- ------------ ---- ---- ---- ---- MetLife SIP Fixed Income Fund(1) 4.31% 7.00% 6.70% 6.45% 6.60% Lord Abbett Bond Debenture Fund(2) -3.35% -1.32% -0.95% 17.82% -7.51% Oakmark Fund(R)(3) -20.39% 18.29% 11.78% -10.47% 3.73% MetLife SIP Small Company Stock Fund(1) -20.84% -9.82% -11.36% 46.89% -5.12% Oakmark International Fund(3) -16.01% -5.13% 12.50% 39.47% -7.01% MARKET INDEXES S&P 500(R) Index(4) -28.99% -11.89% -9.11% 20.88% 28.46% Russell 2000(R) Index(5) -25.84% 2.49% -3.02% 21.26% -2.55% Nasdaq Composite(R) Index(5) -39.91% -21.05% -39.29% 85.59% 39.63% MSCI EAFE(R) Index(6) -22.33% -22.33% -15.52% 25.27% 18.23% Lehman Brothers(R) Aggregate Bond Index(7) 8.55% 8.44% 11.63% -0.82% 8.69% Merrill Lynch US High Yield Master II Index(6) -8.22% 4.34% -5.00% 2.51% 2.95% MSCI EMF IndexSM(6) -16.16% -4.78% -31.89% 63.70% -27.52%
(1) MetLife SIP Fixed Income Fund has declared that its rate for 2002 is 5.80%. Both the MetLife SIP Fixed Income Fund and Small Company Stock Fund are individually managed separate accounts available under Metropolitan Life Insurance Company group annuity contracts. All performance is shown net of investment management fees and other expenses. (2) The Lord Abbett Bond Debenture Fund (Lord Abbett Bond Debenture Portfolio of the Met Investors Series Trust) is a mutual fund investment choice available under various variable insurance contracts issued by Metropolitan Life Insurance Company and its affiliates. The Loomis Sayles High Yield Bond Portfolio of the Metropolitan Series Fund was merged into the Lord Abbett Bond Debenture Portfolio after the close of business on April 26, 2002. Performance for the Lord Abbett Bond Debenture Portfolio includes performance of the Loomis Sayles High Yield Bond Portfolio prior to April 27, 2002, and performance of the Lord Abbett Debenture Portfolio after April 26, 2002. All performance is shown net of the Lord Abbett Bond Debenture Portfolio's investment management fees and other expenses. (3) The Oakmark Fund and the Oakmark International Fund are mutual funds. All performance is shown net of investment management fees and other expenses. (4) Performance data for all years are based on the records of Nonqualified Plan Services (NQPS), except 2001, which is from a public source. (5) Performance data for 2002 is based on the records of NQPS. All other data are from public sources. (6) Performance data are based on the records of NQPS. (7) Performance data are based on information from a public source. Page 12 PROSPECTUS INFORMATION In connection with the obligations of MetLife, Inc. under the Plan, the following constitute the prospectus meeting the requirements of Section 10(a) of the Securities Act of 1933, as amended: 1. The information set forth in this Program Description; 2. Any other written documents delivered to participants, as permitted, updating or revising the information in item 1 above. Those documents will contain a legend indicating that they constitute a part of the prospectus covering the obligations being offered as permitted by the Plan; 3. Each of the following documents filed by MetLife, Inc. with the Securities and Exchange Commission (the "Commission"), which are incorporated by reference in this prospectus: a) MetLife, Inc.'s Annual Report on Form 10-K for the year ended December 31, 2001; b) All other reports filed by MetLife, Inc. with the Commission pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended, since December 31, 2001; and c) All documents subsequently filed by MetLife, Inc. pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, as amended, prior to the filing of a post-effective amendment which indicates that all securities offered have been sold or which de-registers all securities then remaining unsold. You may obtain a copy of the above filings described in items 1 and 2, at no cost, by calling Nonqualified Plan Services Web at 1-877-855-6777. Filings described in item 3 and any other documents MetLife, Inc. provides to its shareholders may be obtained, at no cost, at www.metlife.com (by clicking on Investor Relations) or by calling 1-800-649-3593. You may also request copies of any of the above documents by writing to the MetLife Corporate Secretary, 1 Madison Avenue, New York, NY 10010. Page 13 EX-5 4 y67268exv5.txt OPINION OF RICHARD S. COLLINS, ESQ. Exhibit 5 OPINION OF RICHARD S. COLLINS, ESQ. December 31, 2002 MetLife, Inc. One Madison Avenue New York, New York 10010 Ladies and Gentlemen: I am Chief Counsel - General Corporate of MetLife, Inc., a Delaware corporation (the "Company"). I am familiar with the Registration Statement on Form S-8 (the "Registration Statement") to be filed under the Securities Act of 1933, as amended (the "Act"), relating to the MetLife Deferred Compensation Plan for Outside Directors (the "Plan"). I or other in-house attorneys for the Company over whom I exercise general supervisory authority have reviewed such documents and records as we have deemed necessary or appropriate as a basis for the opinion set forth herein. In making such examination, we have assumed the genuineness of all signatures, the legal capacity of all natural persons, the authenticity of all documents submitted to us as originals, the conformity to original documents of all documents submitted to us as certified, conformed or photostatic copies and the authenticity of the originals of such copies. Based upon and subject to the limitations, assumptions, qualifications and exceptions set forth herein, I am of the opinion that, when issued in accordance with the terms of the Plan, the deferred compensation obligations will be valid and binding obligations of the Company, enforceable in accordance with their terms, except as enforcement thereof may be limited by bankruptcy, insolvency or other laws of general applicability relating to or affecting enforcement of creditors' rights or by general equity principles. I am a member of the bar of the State of New York and I do not express an opinion herein concerning any laws other than the laws of the United States of America and the General Corporation Law of the State of Delaware. I hereby consent to the use of this opinion as an exhibit to the Registration Statement. Very truly yours, /s/ Richard S. Collins ------------------------------ Name: Richard S. Collins Title: Chief Counsel - General Corporate 10 EX-23.1 5 y67268exv23w1.txt CONSENT OF DELOITTE & TOUCHE LLP Exhibit 23.1 CONSENT OF DELOITTE & TOUCHE LLP We consent to the incorporation by reference in this Registration Statement of MetLife, Inc. on Form S-8 of our report dated February 12, 2002, included in the Annual Report on Form 10-K of MetLife, Inc. for the year ended December 31, 2001. /s/ Deloitte & Touche LLP December 31, 2002 New York, New York 11 -----END PRIVACY-ENHANCED MESSAGE-----