-----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, QZ0szw4I0QMTfddkwFLXzwLWNsW4mr5mYKUUOk4P7vtEC3yi/9cpHoRjx7pUYNzC +PomXvO+HxbFLk+kLE0d+g== 0000950123-04-014872.txt : 20041216 0000950123-04-014872.hdr.sgml : 20041216 20041216170531 ACCESSION NUMBER: 0000950123-04-014872 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 4 FILED AS OF DATE: 20041216 DATE AS OF CHANGE: 20041216 EFFECTIVENESS DATE: 20041216 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: 333-121343 FILM NUMBER: 041208924 BUSINESS ADDRESS: STREET 1: 200 PARK AVENUE CITY: NEW YORK STATE: NY ZIP: 10166 BUSINESS PHONE: 2125782211 MAIL ADDRESS: STREET 1: 200 PARK AVENUE CITY: NEW YORK STATE: NY ZIP: 10166 S-8 1 e69632asv8.txt FORM S-8 As filed with the Securities and Exchange Commission on December 16, 2004 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) 200 Park Avenue Floor 1200 New York, New York 10166-0188 (212) 578-2211 METLIFE LEADERSHIP DEFERRED COMPENSATION PLAN (Full title of the plan) James L. Lipscomb, Esq. Executive Vice President and General Counsel MetLife, Inc. 200 Park Avenue Floor 1200 New York, New York 10166-0188 (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 $105,000,000 100% $105,000,000 $12,358.50 MetLife Leadership Deferred Compensation Plan
(1) The Obligations Under the MetLife Leadership Deferred Compensation Plan (the "Obligations") are unsecured general obligations of MetLife, Inc. to pay deferred compensation in accordance with the terms of the MetLife Leadership Deferred Compensation Plan. (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, 2003; 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, 2003. 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 Leadership Deferred Compensation Plan (the "Plan"), the Company will provide officers and certain other employees of the Company or certain of its affiliates the opportunity to agree to the deferral of compensation. 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 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 Participant's account as of the date of such amendment or termination. The Obligations are not convertible into another security of the Company but some Obligations are payable in the form of Company Common Stock. 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. 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 1 beginning on a date selected by each Participant in accordance with the terms of the Plan, except as otherwise determined under 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 held in 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 except by a written designation of a beneficiary under the Plan, by written will, or by the laws of descent and distribution. 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 $5.0 billion shelf registration statement, effective March 4, 2004, with the Securities and Exchange Commission ("SEC") which permits the registration and issuance of debt and equity securities as described more fully therein. As of the date hereof, approximately $3.2 billion of capacity remains under such shelf registration statement. 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. 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. Mr. Collins is eligible to participate in the Plan. 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 stockholders of the Company, the Board of Directors, by a majority vote of a quorum of disinterested directors or by determination of a committee of disinterested directors appointed by the Board, or, under certain circumstances, independent counsel appointed by the Board of Directors, must determine that the director or officer seeking indemnification satisfied the applicable standard of conduct set forth in the Delaware General Corporation Law and the Amended and Restated By-Laws of the Company. 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 or other entity. 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. ITEM 8. EXHIBITS
EXHIBIT NUMBER DESCRIPTION 4.1 MetLife Leadership Deferred Compensation Plan 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 Independent Registered Public Accounting Firm. 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. 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. 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 16th day of December, 2004. METLIFE, INC. By: /s/ Robert H. Benmosche ----------------------------------- Name: Robert H. Benmosche Title: Chairman and Chief Executive Officer Each person whose signature appears below hereby authorizes and appoints Robert H. Benmosche, James L. Lipscomb, Anthony J. Williamson 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, December 16, 2004 Robert H. Benmosche Chief Executive Officer and Director /s/ Curtis H. Barnette - ----------------------------------- Director December 16, 2004 Curtis H. Barnette - ----------------------------------- Director Burton A. Dole, Jr.
6
NAME TITLE DATE /s/ Cheryl W. Grise ___________________________________ Director December 16, 2004 Cheryl W. Grise /s/ James R. Houghton ___________________________________ Director December 16, 2004 James R. Houghton /s/ Harry P. Kamen ___________________________________ Director December 16, 2004 Harry P. Kamen /s/ Helene L. Kaplan ___________________________________ Director December 16, 2004 Helene L. Kaplan /s/ John M. Keane ___________________________________ Director December 16, 2004 John M. Keane /s/ Charles M. Leighton ___________________________________ Director December 16, 2004 Charles M. Leighton /s/ Sylvia M. Mathews ___________________________________ Director December 16, 2004 Sylvia M. Mathews /s/ Hugh B. Price ___________________________________ Director December 16, 2004 Hugh B. Price /s/ Kenton J. Sicchitano ___________________________________ Director December 16, 2004 Kenton J. Sicchitano
NAME TITLE DATE /s/ William C. Steere, Jr. ___________________________________ Director December 16, 2004 William C. Steere, Jr. /s/ William J. Wheeler ___________________________________ Principal Financial Officer December 16, 2004 William J. Wheeler /s/ Joseph J. Prochaska ___________________________________ Principal Accounting Officer December 16, 2004 Joseph J. Prochaska
EXHIBIT INDEX
EXHIBIT NUMBER DESCRIPTION 4.1 MetLife Leadership Deferred Compensation Plan 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 Independent Registered Public Accounting Firm. 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 2 e69632aexv4w1.txt METLIFE LEADERSHIP DEFFERED COMPENSATION PLAN THIS DOCUMENT CONSTITUTES PART OF A PROSPECTUS COVERING SECURITIES THAT HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. MetLife Leadership Deferred Compensation Plan (effective with respect to salary and Cash Incentive Compensation January 1, 2005, and with respect to Stock Compensation April 15, 2005) 1. Purpose. The purpose of the Plan is to provide an opportunity for Participants to delay receipt of certain compensation until a later date, at which time payment of the compensation will be made after adjustment for the simulated investment experience of such compensation from date of deferral. 2. Plan Administration. 2.1. The Plan Administrator shall administer the Plan. 2.2. The Plan Administrator may establish, amend, and rescind rules and regulations relating to the Plan, provide for conditions necessary or advisable to protect the interest of the MetLife Companies, construe all communications related to the Plan, and make all other determinations it deems necessary or advisable for the administration and interpretation of the Plan. The Plan Administrator may conform any provision of this Plan to the extent such provision is inconsistent with Legal Deferral Requirements. 2.3. Determinations, interpretations, and other actions made by the Plan Administrator shall be final, binding, and conclusive for all purposes and upon all individuals. 2.4. The Plan Administrator may prescribe forms as the sole and exclusive means for Participants to take actions authorized or allowed under the Plan. The Plan Administrator may issue communications to Eligible Associates and Participants as it deems necessary or appropriate in connection with the Plan (including but not limited to communications explaining the risks and potential benefits of the Investment Tracking Funds). Subject to the provisions of Section 20, the Plan Administrator may, in its sole discretion, adjust the value of Deferred Compensation Accounts on a basis other than as prescribed in Deferral Elections or Reallocation Elections, including but not limited to the use of Investment Tracking Funds other than those selected by the Participant. 2.5. Except to the extent prohibited by law, communication by the Plan Administrator (and by an Eligible Associate or Participant to the extent authorized by the Plan Administrator) of any document or writing, including any document or writing that must be executed by a party, may be in an electronic form of communication. 2.6. The Plan Administrator may appoint such agents, who may be officers or employees of a MetLife Company, as it deems necessary or appropriate to assist it in administering the Plan and may grant authority to such agents to execute documents and take action on its behalf. The Plan Administrator may consult such legal counsel, consultants, or other professional as it deems desirable and may rely on any opinion received from any such professional or from its agent. All expenses incurred in the administration of the Plan shall be paid by one or more of the MetLife Companies. 3. Eligibility to Participate. Each Eligible Associate shall be eligible to participate in this Plan; provided, however, that unless the Plan Administrator determines otherwise, no otherwise Eligible Associate who, at the individual's election or request, receives an accelerated payment pursuant to the terms of any non-qualified deferred compensation plan in which the individual participated by virtue of employment with any MetLife Company shall be eligible to participate in this Plan with regard to Compensation payable in any calendar year prior to the calendar year next beginning after the third anniversary of such payment is made. 4. Deferral Elections. 4.1. At such times as are determined by the Plan Administrator, each Eligible Associate may complete and submit to the Plan Administrator a Deferral Election applicable to the Eligible Associate's Compensation payable for services performed in such periods following the date of the Deferral Election (or other such periods consistent with Legal Deferral Requirements) determined by the Plan Administrator. Within thirty (30) days after attaining the status of Eligible Associate in his or her first calendar year as an Officer or 090 Employee, such Eligible Associate may complete and submit to the Plan Administrator a Deferral Election applicable to the Eligible Associate's Compensation payable for services in the current calendar year or other periods following the date of the Deferral Election (or other such periods consistent with Legal Deferral Requirements) determined by the Plan Administrator. The Plan Administrator shall prescribe the form(s) of Deferral Election. 4.2. The Plan Administrator may offer an Eligible Participant the opportunity to indicate each or any of the following, either separately or in combination, in a Deferral Election: (a) the percentage, in increments of 5%, or maximum dollar amount of salary (which, for greater clarity, shall not include any payments under any such plans contingent on a separation agreement, release, or similar agreement) that would otherwise be paid the receipt of which the Eligible Associate wishes to defer into a Deferred Cash Compensation Account, which shall be no greater than 75% of salary; (b) the percentage, in increments of 5%, or (except for payments under the Long Term Performance Compensation Plan, International Long Term Performance Compensation Plan, or payments to an 090 Employee) maximum dollar amount of Cash Incentive Compensation, by plan under which such Compensation may be payable, that would otherwise be paid the receipt of which the Eligible Associate wishes to defer into a Deferred Cash Compensation Account (provided, however, that if the Participant expresses a maximum dollar amount of Cash Incentive Compensation for deferral and the amount of Cash Incentive Compensation actually payable to the Participant is less than the maximum dollar amount specified, the Deferral Election shall be deemed to apply to the full amount of the Cash Incentive Compensation); (c) the percentage, in increments of 5%, of Stock Compensation that would otherwise be paid the receipt of which the Eligible Associate wishes to defer into a Deferred Stock Compensation Account; (d) the percentage, in increments of 5%, of cash payments under the Long Term Performance Compensation Plan which the Eligible Associate wishes to defer into a Deferred Stock Compensation Account; 2 (e) the Investment Tracking Fund(s) which the Eligible Participant selects to adjust the value of the Deferred Cash Compensation Account and the value of the Matching Contribution Account, in increments of 5%; (f) the date on which the Eligible Participant wishes the payment of the Deferred Stock Compensation Account to begin; (g) the date on which the Eligible Participant wishes the payment of the Deferred Cash Compensation Account and Matching Contribution Account to begin; (h) whether the Deferred Compensation Accounts are to be paid in a single lump sum or annual installments; and (i) if the Deferred Compensation Accounts are to be paid in annual installments, the number (not to exceed fifteen (15)) of such installments. If, upon Employment Discontinuance (or upon the conclusion of the Participant's receipt of severance payments), the Participant is Retirement Eligible or will be deemed to be Retirement Eligible upon attaining age 55, the Participant's elections regarding Cash Incentive Compensation and/or Deferred Stock Compensation shall be applied to any such compensation otherwise payable after the Participant's Employment Discontinuance. 4.3. Each Deferral Election that specifies any deferral of salary in terms of a maximum dollar amount rather than in percentage terms must specify deferral of at least two hundred dollars ($200) of salary per pay period. Each Deferral Election that specifies any deferral of Cash Incentive Compensation in terms of a maximum dollar amount rather than in percentage terms must specify deferral of at least five thousand dollars ($5,000) of Cash Incentive Compensation per year. 4.4. Each Deferral Election shall indicate the date(s) on which the Eligible Associate wishes the payment of a Deferred Compensation Account to begin by indicating either: (a) a single date certain that is no earlier than January 1 of the calendar year following the calendar year in which the third anniversary of the latest date any Compensation subject to the Deferral Election would have otherwise been paid; or (b) the date of the Eligible Associate's termination of employment when Retirement Eligible. 4.5. The Plan Administrator may, in its discretion, reject and/or reform any Deferral Election, in whole or in part, due to (a) inconsistency of the Deferral Election with this Section 4; (b) inconsistency of the Deferral Election with employer compliance with legal requirements (including those regarding sufficient tax withholding and those regarding payroll taxation for FICA or otherwise); (c) inconsistency of the Deferral Election with requirements for employee contributions or premium payments from compensation under the terms of any plan; (d) inconsistency of the Deferral Election with Legal Deferral Requirements; or (e) any other lawful basis. 4.6. Notwithstanding any other provisions of this Plan, no Compensation payable to a Participant less than one-hundred eighty (180) days after the first day of the second calendar month following a hardship payment to the Participant under SIP or other qualified deferred compensation plan in which the individual participates by virtue of employment with any MetLife Company shall be deferred under this Plan. 4.7. No election by an Eligible Associate of the percentage of cash payments under the Long Term Performance Compensation Plan which the Eligible Associate wishes to 3 defer into a Deferred Stock Compensation Account under Section 4.2(d) shall be made in violation of the Insider Trading Policy promulgated by MetLife, Inc. or an Affiliate. To the extent such an election is in violation of that policy, the amount of cash payments under the Long Term Performance Compensation Plan which the Eligible Associate specified for deferral into a Deferred Stock Compensation Account shall instead be deferred as Cash Incentive Compensation into a Deferred Cash Compensation Account. 5. Investment Tracking. 5.1. Except as provided in Sections 2.4 and 5.2 of this Plan, the value of each Participant's Deferred Cash Compensation Account and Matching Contribution Account shall be adjusted to reflect the simulated investment performance on a Total Return Basis using the Investment Tracking Funds described in Sections 6.2 and 6.3 selected by the Participant for purposes of such valuation in the Deferral Election, and those selected by the Participant in subsequent Reallocation Elections, on the same basis as if the value of such Deferred Compensation Accounts had been invested in such Investment Tracking Funds for such period(s) of time determined by the Deferral Election and any Reallocation Election until it is payable. 5.2. Except as provided in Section 2.4 of this Plan, the value of a Participant's Deferred Stock Compensation Account, and only the value of such Deferred Stock Compensation Account, shall be adjusted using the MetLife Deferred Shares Fund as provided in Section 6.1 of this Plan, on the same basis as if the Participant had invested in the number of shares of MetLife Stock constituting such deferred Stock Compensation (on a Total Return Basis) for such period(s) of time determined by the Deferral Election until it is payable. 5.3. The number of shares of MetLife Stock represented by cash payments under the Long Term Performance Compensation Plan deferred into a Deferred Stock Compensation Account pursuant to the terms of Section 4.2(d) of this Plan shall be initially determined by dividing the amount of the cash payment deferred by the Fair Market Value of the MetLife Stock on the date such payment was granted to the Participant under the terms of the Long Term Performance Compensation Plan, and shall thereafter be subject to Investment Tracking on the same terms as the balance of the Deferred Stock Compensation Account under Section 5.2 of this Plan. 6. Investment Tracking Funds. The methods of Investment Tracking described in this Section 6 shall be available for Deferral Elections and Reallocation Elections. If this Section 6 is amended, the Plan Administrator may require the Participant to make an appropriate change in the Participant's Investment Tracking or may unilaterally impose a method of Investment Tracking with regard to such parts of a Participant's Deferred Compensation Accounts affected by that amendment. 6.1. MetLife Deferred Shares Fund. Subject to Section 14.5 of this Plan, value tracked in the MetLife Deferred Shares Fund shall be accounted in number of tracking shares equal to the number of shares of MetLife Stock deferred and adjusted to simulate the effect of each and any of the following on the Stock Compensation had it been paid in MetLife Stock: (a) dividend; (b) stock dividend; (c) stock split; (d) MetLife, Inc. 4 recapitalization (including, but not limited, to the payment of an extraordinary dividend), (e) merger, consolidation, combination, or spin-off affecting MetLife, Inc. capitalization; (f) distribution of MetLife, Inc. assets to holders of MetLife Stock (other than ordinary cash dividends); (g) exchange of shares, or (h) other similar corporate change. Unless otherwise determined by the Plan Administrator, only the value of a Participant's Deferred Stock Compensation Account may be tracked in the MetLife Deferred Shares Fund. 6.2. Actively managed funds: Investment Tracking according to the changes in value of shares or units, as applicable, and simulated reinvested dividends and other distributions to share/accountholders in: 6.2.1. MetLife SIP Fixed Income Fund 6.2.2. Lord Abbett Bond Debenture Fund 6.2.3. Oakmark Fund (R) 6.2.4. MetLife SIP Small Company Stock Fund 6.2.5. Oakmark International Fund 6.3. Market index funds: Investment Tracking according to the changes in value of the: 6.3.1. S&P 500 (R) Index 6.3.2. Russell 2000 (R) Index 6.3.3. Nasdaq Composite (R) Index 6.3.4. MSCI-EAFE (R) Index 6.3.5. Lehman Brothers (R) Aggregate Bond Index 6.3.6. Merrill Lynch US High Yield Master II Index 6.3.7. MSCI Emerging Markets Index (sm) 7. Reallocation Elections. 7.1. The Participant may change the Investment Tracking Funds used to adjust either (a) the value of new contributions to his/her Deferred Cash Compensation Account and credits to his/her Matching Contribution Account, from the date(s) Compensation is deferred rather than paid and any Matching Contributions are credited, as the case may be; and/or (b) the value of the Participant's existing Deferred Cash Compensation Account and Matching Contribution Account. 7.2. Unless otherwise determined by the Plan Administrator, a Reallocation Election shall be effective on the date it is received by the Plan Administrator, or on the following business day if it is received by the Plan Administrator at a time when the Plan Administrator determines it is not practicable or convenient to the operation of the Plan to apply such Reallocation Election on the date it is received. The number of Reallocation Elections by a Participant regarding each of items (a) and (b) of Section 7.1, respectively, shall not exceed six (6) in any calendar year. 5 8. Matching Contribution. If a Participant makes contributions to SIP throughout a calendar year, the Participant's Matching Contribution Account shall be credited with the amount of matching contributions (if any) with which the Participant's SIP account would have been credited under the terms and provisions of such plan, in each case with relation to deferred Compensation in that calendar year had the Compensation not been deferred. Notwithstanding the foregoing, no Matching Contributions shall be credited in favor of a Participant during the suspension of such Participant's deferrals pursuant to Section 4.6 of this Plan. 9. Beneficiary Designation. The Plan Administrator shall prescribe the form by which each Eligible Associate and Participant may designate a beneficiary or beneficiaries (who may be named contingently or successively, and among whom payments received under this Plan may be split as indicated by the individual) for purposes of receiving payment of Deferred Compensation Accounts under this Plan after the death of such individual. Each designation will be effective only upon its receipt by the Plan Administrator during the life of the individual making the designation and shall revoke all prior beneficiary designations by that individual related to this Plan. Beneficiary designations submitted by an Eligible Associate or Participant pursuant to the terms of the MetLife Deferred Compensation Plan for Officers or MetLife Individual Business Special Deferred Compensation Plan during or prior to 2004 shall be effective for purposes of this Plan. 10. Payment of Deferred Compensation Accounts. 10.1. Amount. Except as provided in Section 2.4 of this Plan, the amount of payment(s) of each Deferred Compensation Account shall reflect the value of those Deferred Compensation Accounts through the date each payment of Deferred Compensation Accounts is payable, as adjusted for Investment Tracking. If payment of Deferred Compensation Accounts is to be made in installments, then (a) the amount of each installment payment from either a Deferred Cash Compensation Account and Matching Contribution Account will be determined by dividing the value of each of the Deferred Compensation Accounts at the time the payment is due by the remaining number of installments in which the Deferred Cash Compensation Account or Matching Contribution Account, respectively, is to be paid, and (b) the amount of each installment payment from a Deferred Stock Compensation Account will be determined by dividing the number of tracking shares (each equal to a share of MetLife Stock) in the Deferred Compensation Accounts at the time the payment is due by the remaining installments in which the Deferred Stock Compensation Account is to be paid, and disregarding any fraction of a tracking share remaining until the last such installment payment. 10.2. Form. Except as provided in Section 14.5 of this Plan, payment of a Participant's Deferred Stock Compensation Account shall be made in the form of shares of MetLife Stock. The form of payment of all other Deferred Compensation Accounts shall be cash. 10.3. Timing and Number of Payments. 10.3.1. If a Participant dies on any date prior to completion of all payments from a Participant's Deferred Compensation Accounts, the unpaid portions of the 6 Participant's Deferred Compensation Accounts shall become immediately payable in a lump sum. 10.3.2. If the date on which payment of a Participant's Deferred Compensation Accounts is to begin, as specified in the Participant's Deferral Election, occurs prior to the Participant's Employment Discontinuance, then the Participant's Deferred Compensation Accounts shall be payable beginning on the date determined by the Participant's Deferral Election and in the number of payments determined by the Participant's Deferral Election; provided, however, that if the Participant's Employment Discontinuance occurs prior to the completion of all such payments, then all remaining Deferred Compensation Accounts shall be immediately payable in a lump sum (except that, in the case of a Key Employee, all remaining Deferred Compensation Accounts shall be payable six (6) months following Employment Discontinuance). 10.3.3. If the date on which payment of a Participant's Deferred Compensation Accounts is to begin, as specified in the Participant's Deferral Election, has not occurred prior to the Participant's Employment Discontinuance, and Participant is Retirement Eligible upon Employment Discontinuance (or upon the conclusion of the Participant's receipt of severance payments), then the Participant's Deferred Compensation Accounts shall be payable beginning on the date determined by the Participant's Deferral Election and in the number of payments determined by the Participant's Deferral Election (except that, in the case of a Key Employee who specified payment upon termination of employment when Retirement Eligible, payment of Deferred Compensation Accounts shall be payable six (6) months following Employment Discontinuance). 10.3.4. If the date on which payment of a Participant's Deferred Compensation Accounts is to begin, as specified in the Participant's Deferral Election, has not yet occurred prior to the Participant's Employment Discontinuance, and the Participant (a) is not Retirement Eligible upon Employment Discontinuance; (b) is, at Employment Discontinuance, eligible to participate in a severance plan offered by a MetLife Company; and (c) either will be deemed to be Retirement Eligible upon attaining age 55 or whose benefit under the Retirement Plan is otherwise determined with reference to the reduction factors for commencing benefit payments prior to normal retirement age applicable to Retirement Plan participants with twenty (20) or more years of service, then the Participant's Deferred Compensation Accounts shall be payable and in the number of payments determined by the Participant's Deferral Election beginning on the date determined by the Participant's Deferral Election; provided, however, that if the Participant's Deferral Election specified payment upon termination of employment when Retirement Eligible then the Participant's Deferred Compensation Accounts shall be payable upon the Participant's Employment Discontinuance (except that, in the case of a Key Employee, all Deferred Compensation Accounts shall be payable six (6) months following Employment Discontinuance). 10.3.5. If the date on which payment of a Participant's Deferred Compensation Accounts is to begin, as specified in the Participant's Deferral Election, has not occurred prior to the Participant's Employment Discontinuance, and neither Sections 10.3.3 7 nor 10.3.4 applies to the Participant, then the Participant's Deferred Compensation Accounts shall be payable in a lump sum upon the Participant's Employment Discontinuance, notwithstanding the Participant's Deferral Election (except that, in the case of a Key Employee, all Deferred Compensation Accounts shall be payable six (6) months following Employment Discontinuance). 10.3.6. If, consistent with the terms of Section 10 other than this Section 10.3.6, the Participant's Deferral Election applies to Cash Incentive Compensation or Stock Compensation payable after the Participant's Employment Discontinuance, then the Participant's Deferred Compensation Accounts shall be payable beginning on the date determined by the Participant's Deferral Election and in the number of payments determined by the Participant's Deferral Election. 10.3.7. Notwithstanding any of the other terms of this Section 10.3, distribution of amounts from a Participant's Matching Contribution Account shall not be made beginning on any date earlier than the date on which payments of Matching Contributions could have been payable under the terms of SIP. To the extent that the Participant's Matching Contribution Account is not payable on the earliest date(s) that the Participant's other Deferred Compensation Accounts become payable, in each case by virtue of this Section 10.3.7, the Matching Contribution Account shall be paid in a lump sum. 10.3.8. Notwithstanding any of the other terms of this Section 10.3, except Section 10.3.7, to the extent a Participant's Deferred Compensation Accounts are payable pursuant to Section 12, Section 13, or Section 14 of this Plan, payment shall be made in a single lump sum. 10.3.9. Notwithstanding any of the other terms of this Section 10.3, if a Participant's Deferred Compensation Accounts are otherwise payable upon Employment Discontinuance (or, in the case of a Key Employee, the date six (6) months following Employment Discontinuance), but as of that date the Participant has been offered severance pay, then the Participant's Deferred Compensation Accounts shall be payable upon the later of (x) the Participant's date of Employment Discontinuance (in the case of a Key Employee, the date six (6) months following Employment Discontinuance) and (y) the date the final severance payment is made to the Participant by a MetLife Company or an Affiliate. Notwithstanding the foregoing, if this Section 10.3.9 applies, the Plan Administrator may, in its sole discretion, determine that the Deferred Compensation Accounts are payable on any date after the Participant's date of Employment Discontinuance (in the case of a Key Employee, the date six (6) months following Employment Discontinuance). 10.3.10. Payment(s) of a Participant's Deferred Compensation Accounts shall be made as soon as practicable after they are payable, as determined by the Plan Administrator. 10.3.11. Notwithstanding any other terms of this Plan, no payment of any Deferred Compensation Account shall be made at a time inconsistent with Legal Deferral Requirements. 8 10.4. To Whom Paid. Except as otherwise provided in this Section 10.4 of this Plan, all payments of a Participant's Deferred Compensation Accounts will be made to the Participant. If a Participant dies on any date prior to the date of the completion of all such payments, all unpaid value in the Participant's Deferred Compensation Accounts shall be paid to the beneficiary designated for that purpose by the Participant. If the Participant's designated beneficiary has not survived the Participant, or the Participant has designated no beneficiary for purposes of this Plan, such payment will be made to the Participant's surviving spouse, if any, or if the Participant has no surviving spouse to the Participant's estate. 10.5. Withholding. Withholding of taxes and other items required by law shall be made from each payment of a Participant's Deferred Compensation Account or from other payments due to the Participant from MetLife, Inc., any MetLife Company, or any Affiliate. 11. Loans and Assignments. The Plan shall make no loan, including any loan on account of any Deferred Compensation Account, to any Participant or any other person nor permit any Deferred Compensation Account to serve as the basis or security for any loan to any Participant or any other person. No Participant or any other person may sell, assign, transfer, pledge, commute, or encumber any Deferred Compensation Account or any other rights under this Plan. 12. Hardship Accommodations. 12.1. Upon the written request of an Eligible Associate or Participant, the Plan Administrator may, in its sole discretion and in light of any facts or considerations it deems appropriate, find that the Eligible Associate or Participant has suffered an Unforeseeable Emergency. In light of such a finding, the Plan Administrator may, to the extent the Plan Administrator determines necessary for the Eligible Associate or Participant to address the Unforeseeable Emergency, (a) suspend the deferral of receipt of Compensation by the Eligible Associate or Participant pursuant to a Deferral Election; and/or (b) to the extent the Plan Administrator finds, in its sole discretion, that such a suspension of deferral is insufficient to address the Participant's Unforeseeable Emergency, make payment of all or a portion of the Participant's Deferred Compensation Accounts. The Plan Administrator shall provide the Eligible Associate or Participant with written notice of its determinations in response to the Eligible Associate's or Participant's request. 12.2. The total amount of deferrals suspended or payment advanced shall not exceed the amount necessary to satisfy the financial consequences of the Unforeseeable Emergency and amounts equal to the withholding required by Section 10.5, and shall not exceed the total value of the Deferred Compensation Accounts under the Plan. No accommodation pursuant to this Section 12 shall be implemented in manner or at a time when prohibited or punishable by any applicable MetLife Company policy or law, including but not limited to law regarding trading of securities on inside information and the exemptions therefrom. 9 12.3. If the Eligible Associate or Participant participates in any other deferred compensation plan by virtue of employment with any MetLife Company, the Plan Administrator may coordinate the operation of this Section 12 with the operation or similar provisions of any such other plan, including but not limited to reducing the value of deferrals in ascending order of the value of deferrals in each plan beginning with the plan in which the individual's deferrals have the lowest value. 12.4. In the event that a payment from the Participant's Deferred Compensation Accounts is made pursuant to this Section 12, (a) the value of the Participant's Deferred Cash Compensation Account shall be reduced, and (b) if the reduction in the value of the Participant's Deferred Cash Compensation Account is less than the payment made, the Plan Administrator may in its sole discretion reduce the value of the Participant's Matching Contribution Account and/or Deferred Stock Compensation Account, in amounts determined by the Plan Administrator in its discretion, equal to a total reduction equal to the difference between the payments made and the value by which the Participant's Deferred Cash Compensation Account was reduced. 12.5. To the extent that the value of the Participant's Deferred Cash Compensation Account or Matching Contribution Account is reduced, the value tracked according to each Investment Tracking Fund shall be reduced proportionate to the total value of the Deferred Cash Compensation Account or Matching Contribution Account, respectively, being tracked in that Investment Tracking Fund. 13. Unilateral Payment. In those circumstances permitted by law consistent with Legal Deferral Requirements, the Plan Administrator may, in its discretion, and regardless of the Participant's wishes, pay a Participant the value of the Participant's Deferred Compensation Accounts in whole or in part. No payment pursuant to this Section 13 shall be made in manner or at a time when prohibited or punishable by any applicable MetLife Company policy or law, including but not limited to law regarding trading of securities on inside information and the exemptions therefrom. 14. Change of Control. 14.1. The Plan Administrator shall transmit to each Eligible Associate communications and documents necessary for each Participant to complete a Change of Control Election applicable to the Participant's Deferred Compensation Accounts. 14.2. Each Change of Control Election shall indicate whether the Participant wishes payment of Deferred Compensation Accounts to be made under the circumstances described in Section 14.4 of this Plan. 14.3. Upon the occurrence of a Change of Control, Section 2.3 of this Plan shall no longer be applicable to any rights, including accrued Deferred Compensation Accounts, existing in favor of any Participant as of the date before the Change of Control. 14.4. A Deferred Compensation Account shall be due to the Participant having elected such payment upon the occurrence of: 14.4.1. a Change of Control; and 10 14.4.2. the Participant's Employment Discontinuance: 14.4.2.1. on or after the Change of Control; 14.4.2.2. before the second anniversary of the Change of Control; 14.4.2.3. on or after the first anniversary of the date of the Participant's Change of Control Election; and 14.4.2.4. prior to the last anniversary before the date the Participant indicated the Participant wished payment of that Deferred Compensation Account to begin (where the Participant indicated a specific date rather than Employment Discontinuance when Retirement Eligible). 14.5. If payment is due to a Participant pursuant to this Section 14, such payment will be due in a lump sum immediately, except that in the case of a Key Employee such payment will be made six (6) months following Employment Discontinuance. 14.6. Upon a Change of Control, the value of a Participant's Deferred Stock Compensation Account shall immediately be determined using the Change of Control Value price of MetLife Stock on the date of the Change of Control. Thereafter, in the event that Section 14.4 does not apply to the Participant's Deferred Stock Compensation Account, the value of the Participant's Deferred Stock Compensation Account shall be adjusted, and the form of payment of the Deferred Stock Compensation Account shall be in a form, each as determined prior to the Change of Control by the Plan Administrator on a basis the Plan Administrator determines is reasonable in light of the Change of Control. If the Plan Administrator makes no determination pursuant to the foregoing prior to the Change of Control, after a Change of Control the value of the Participant's Deferred Stock Compensation Account shall be adjusted, and the form of payment of the Deferred Stock Compensation Account shall be in a form, each on a basis as is selected by the Participant from among the same alternatives available at the time to the Participant with regard to the Deferred Cash Compensation Account. 15. Nature of Liability. All Deferred Compensation Accounts accrued under this Plan are unsecured obligations of MetLife, Inc. and any successor thereto, and are neither obligations, debts, nor liabilities of any other entity or party. This Plan and the liabilities created hereunder are unfunded. Investment Tracking, any other means for adjusting the value of Deferred Compensation Accounts, and any communication or documentation regarding this Plan or any Participant's Deferred Compensation Accounts are for recordkeeping purposes only and do not create any right, property, security, or interest in any assets of MetLife, Inc. or any other party. All Deferred Compensation Accounts accrued under this Plan are subject to the claims of general creditors of MetLife, Inc. Notwithstanding the foregoing, if any MetLife Company employing a Participant ceases to be an Affiliate, the Plan Administrator may determine on or before the date of the transaction in which the MetLife Company ceased to be an Affiliate (or afterward, with the consent of an officer of MetLife, Inc.), that the liabilities associated with some or all of the employees of that MetLife Company who are 11 Participants shall transfer from MetLife, Inc. to that MetLife Company as of the date that MetLife Company ceases or ceased to be an Affiliate. 16. No Guarantee of Employment; No Limitation on Employer Action. Nothing in this Plan shall interfere with or limit in any way the right of any employer to establish the terms and conditions of employment of any individual, including but not limited to compensation and benefits, or to terminate the employment of any individual, nor confer on any individual the right to continue in the employ of any employer. Nothing in this Plan shall limit the right of any employer to establish any other compensation or benefit plan. No Deferred Compensation Account shall be treated as compensation for purposes of a Participant's right under any other plan, policy, or program, except as stated or provided in such plan, policy, or program. Nothing in this Plan shall be construed to limit, impair, or otherwise affect the right of any entity to make adjustments, reorganizations, or changes to its capital or business structure, or to merge, consolidate, dissolve, liquidate, sell, or transfer all or any part of its business or assets. 17. Term of Plan. This Plan shall be effective with regard to salary and Cash Incentive Compensation payable on and after January 1, 2005 and with regard to Stock Compensation payable on and after April 15, 2005, if and as approved by the Board of Directors of MetLife, Inc., and shall continue in effect unless and until it is terminated pursuant to its terms. The Plan Administrator may solicit and receive Deferral Elections prior to the dates this Plan is effective. 18. Governing Law. The Plan shall be construed in accordance with and governed by New York law, without regard to principles of conflict of laws. 19. Entire Plan; Third Party Beneficiaries. This Plan document is the entire expression of the Plan, and no other oral or written communication, other than documents authorized under this Plan and fulfilling its express terms, shall determine the terms of the Plan or the terms of any agreement between an Eligible Associate or Participant and a MetLife Company with regard to the Plan or Deferred Compensation Accounts. There are no third party beneficiaries to this Plan, other than Participants' respective beneficiaries designated under the terms of this Plan. 20. Amendment and Termination. Except to the extent otherwise required by law, the Plan Administrator may amend, modify, suspend, or terminate this Plan at any time. Any such amendment or termination will not reduce the amount in Deferred Compensation Accounts accrued under this Plan prior to the execution of such amendment or termination. For further clarification, except as stated in the sentence above (or as provided in Section 14), amendments may otherwise be made to any and all provisions of the Plan, including but not limited to amendments affecting the time of distribution of Deferred Compensation Accounts, affecting forms of distribution of Deferred Compensation Accounts, or affecting any of the Investment Tracking Funds or any other means for adjusting the value of Deferred Compensation Accounts. 21. Qualified Domestic Relations Orders. The Plan Administrator will distribute, designate, or otherwise recognize the attachment of any portion of a Participant's Deferred Compensation 12 Accounts in favor of the Participant's spouse, former spouse or dependents to the extent such action is mandated by the terms of a qualified domestic relations order as defined in Section 414(p) of the Code. 22. Definitions. Capitalized terms in this Plan, and their forms, shall have the following meanings: 22.1. "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, MetLife, Inc. 22.2. "Cash Incentive Compensation" shall mean compensation payable in the form of cash under the MetLife Annual Variable Incentive Compensation Plan, the Institutional Regional Executive Plan, the International Long Term Performance Compensation Plan, the Long Term Performance Compensation Plan (and, in the case of each incentive compensation plan, any successor plan(s)), or payments of the nature of incentive compensation to an 090 Employee, but (for greater clarity) shall not include any payments in lieu of compensation payable under any such plans contingent on a separation agreement, release, or similar agreement. 22.3. "Change of Control" shall mean the occurrence of any of: 22.3.1. any Person acquires "beneficial ownership" (within the meaning of Rule 13d-3 under the Securities Exchange Act of 1934, as amended ("Exchange Act")), directly or indirectly, of securities of MetLife, Inc. representing 25% or more of the combined Voting Power of MetLife, Inc.'s securities; 22.3.2. within any 24-month period, the persons who were directors of MetLife, Inc. at the beginning of such period (the "Incumbent Directors") shall cease to constitute at least a majority of the Board of Directors of MetLife, Inc. (the "Board") or the board of directors of any successor to MetLife, Inc.; provided, however, that any director elected or nominated for election to the Board by a majority of the Incumbent Directors then still in office shall be deemed to be an Incumbent Director for purposes of this subsection 22.3.2; 22.3.3. the stockholders of MetLife, Inc. approve a merger, consolidation, share exchange, division, sale or other disposition of all or substantially all of the assets of MetLife, Inc. which is consummated (a "Corporate Event"), and immediately following the consummation of which the stockholders of MetLife, Inc. immediately prior to such Corporate Event do not hold, directly or indirectly, a majority of the Voting Power of (1) in the case of a merger or consolidation, the surviving or resulting corporation, (2) in the case of a share exchange, the acquiring corporation, or (3) 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 MetLife, Inc. immediately prior to such Corporate Event; or 22.3.4. any other event occurs which the Board declares to be a Change of Control. 13 22.4. "Change of Control Election" shall mean a written document executed by the Eligible Associate specifying the Eligible Associate's instructions regarding the matters addressed by Section 14.4 of this Plan. 22.5. "Change of Control Value" shall mean the highest price per share of MetLife Stock offered in conjunction with any transaction resulting in a Change of Control (as determined in good faith by the Plan Administrator 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 of Directors of MetLife, Inc., the highest Closing Value of the MetLife Stock on any of the 30 trading days immediately preceding the date on which a Change of Control occurs. For this purpose, the "Closing Value" shall mean, on any date, the closing prices of MetLife 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 MetLife Stock are quoted at the relevant time) on such date, and in the event that there are no MetLife Stock transactions reported on such tape (or such other system) on such date, Closing Value shall mean the closing price on the immediately preceding date on which MetLife Stock transactions were so reported. 22.6. "Code" shall mean the Internal Revenue Code of the United States. 22.7. "Compensation" shall mean salary, Cash Incentive Compensation, and Stock Compensation payable by MetLife, Inc. or an Affiliate. 22.8. "Deferral Election" shall mean a written document executed by the Eligible Associate specifying the Eligible Associate's instructions regarding the matters addressed by Section 4 of this Plan. 22.9. "Deferred Cash Compensation Account" shall mean a record-keeping account established for the benefit of a Participant in which is credited Compensation otherwise payable in cash to a Participant, but accounted for to the credit of the Participant under the terms of this Plan rather than paid to the Participant as and when originally earned. 22.10. "Deferred Compensation Account" shall mean a Deferred Cash Compensation Account, Deferred Stock Compensation Account, or Matching Contribution Account (and, when used in the plural, all such Deferred Compensation Accounts to the credit of a Participant under the terms of this Plan). The value of each Deferred Compensation Account shall be adjusted as provided in this Plan. 22.11. "Deferred Stock Compensation Account" shall mean a record-keeping account established for the benefit of a Participant in which is credited Compensation either (a) otherwise payable in MetLife Stock to a Participant, or (b) otherwise payable in cash as an award under the Long Term Performance Compensation Plan, but which the Participant has elected to defer in a Deferred Stock Compensation Account under Section 4.2(d) of this Plan, but accounted for to the credit of the Participant under the terms of this Plan rather than paid to the Participant as and when originally earned. 22.12. "Eligible Associate" shall mean (a) an individual in his or her first calendar year as an Officer or 090 Employee who is selected by the Plan Administrator for eligibility and has been so notified; and (b) an individual in his or her second or later calendar year 14 as an Office or 090 Employee, at such times that Officer or 090 Employee is eligible to participate in this Plan as provided in Section 3 of this Plan. 22.13. "Employment Discontinuance" shall mean the termination of employment with a MetLife Company or an Affiliate, other than in connection with the transfer of employment to another MetLife Company or any Affiliate. 22.14. "Fair Market Value" shall mean, on any date, the closing price of MetLife 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 MetLife Stock are quoted at the relevant time) on such date. In the event that there are no MetLife 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 MetLife Stock transactions were so reported. 22.15. "Investment Tracking" shall mean the adjustment of value to reflect simulated investment performance. 22.16. "Investment Tracking Funds" shall mean those funds and vehicles described in Section 6 of this Plan. 22.17. "Key Employee" shall mean an employee subject to Code Section 416(i), as determined by the Plan Administrator. 22.18. "Legal Deferral Requirements" shall mean requirements under law, including but not limited to those under Code Section 409A, for effective and valid deferral of taxation of income. 22.19. "Matching Contributions" shall mean the matching contributions described in Section 8 of this Plan. 22.20. "Matching Contribution Account" shall mean a record-keeping account established for the benefit of a Participant in which is credited Matching Contributions. 22.21. "MetLife Companies" shall mean MetLife Group, Inc.; Metropolitan Property and Casualty Insurance Company; MetLife Securities, Inc.; MetLife Bank, National Association; and Edison Supply and Distribution, Inc. 22.22. "MetLife Stock" shall mean shares of common stock of MetLife, Inc. 22.23. "Officer" shall mean each individual who is employed by a MetLife Company paid from the United States in United States currency and is either (a) an officer of any one or more MetLife Companies; (b) an employee of any MetLife Company in the same or an equivalent compensation grade level as officers of that MetLife Company; or (c) an employee of any MetLife Company who is eligible under the terms of the Long Term Performance Compensation Plan or the International Long Term Performance Compensation Plan, notwithstanding the individuals' Employment Discontinuance, for future payment under either such plan. 22.24. "Participant" shall mean each Eligible Associate who has had compensation deferred by operation of a deferral election under this Plan. 22.25. "Person" shall have the meaning ascribed to such term in Section 3(a)(9) of the Exchange Act, as supplemented by Section 13(d)(3) of the Exchange Act, and shall 15 include any group (within the meaning of Rule 13d-5(b) under the Exchange Act); provided, however, that "Person" shall not include (i) MetLife, Inc. or any Affiliate of MetLife, Inc., (ii) 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 that trust), or (iii) any employee benefit plan (including an employee stock ownership plan) sponsored by MetLife, Inc. or any Affiliate of MetLife, Inc. 22.26. "Plan" shall mean this MetLife Leadership Deferred Compensation Plan. 22.27. "Plan Administrator" shall mean the Plan Administrator of the Retirement Plan, including any person to whom such office has been delegated consistent with the Retirement Plan. 22.28. "Reallocation Election" shall mean a written document executed by the Participant specifying the Participant's instructions regarding the matters addressed by Section 7 of this Plan. 22.29. "Retirement Eligible" shall mean: (a) if the Participant participates in the Retirement Plan, the Participant has met the age and service criteria necessary to begin receiving pension payments under the "traditional formula" in the Retirement Plan immediately upon terminating service (regardless of whether the Participant is actually eligible to receive "traditional formula" pension payments), and (b) if the Participant participates in any other retirement plan offered by a MetLife Company or any Affiliate, the Participant has met the age and service criteria necessary to begin receiving pension payments immediately upon terminating service. 22.30. "Retirement Plan" shall mean the Metropolitan Life Retirement Plan for United States Employees. 22.31. "SIP" shall mean each and all of the Savings and Investment Plan for Employees of Metropolitan Life and Participating Affiliates, the Metropolitan Life Auxiliary Savings and Investment Plan, and the Metropolitan Life Supplemental Auxiliary Savings and Investment Plan (and/or any successor plan(s)). 22.32. "Stock Compensation" shall mean compensation payable in the form of shares of MetLife Stock, including awards in that form under the Long Term Performance Compensation Plan. 22.33. "Total Return" shall mean the change (plus or minus) in price or value, plus dividends (if any) on a reinvested basis, during the applicable period, as determined by the Plan Administrator according to such measures as it determines in its discretion. 22.34. "Unforeseeable Emergency" shall mean severe financial hardship to the Participant resulting from a sudden and unexpected illness or accident of the Participant or a dependent of the Participant, loss of the Participant's property due to casualty, or other similar extraordinary and unforeseeable circumstances arising as a result of events beyond the control of the Participant, in any case that is not or can not be relieved by the Participant through reimbursement or compensation by insurance or otherwise, liquidation of the Participant's assets (to the extent such liquidation would not itself cause severe financial hardship), and in any case solely to the extent 16 consistent with the grounds for action by the Plan Administrator under Section 12 of the Plan consistent with Legal Deferral Requirements. 22.35. "Voting Power" shall mean such number of Voting Securities as shall enable the holders thereof to cast all the votes which could be cast in an annual election of directors of a company. 22.36. "Voting Securities" shall mean all securities entitling the holders thereof to vote in an annual election of directors of a company. 22.37. "090 Employee" shall mean each individual who is employed by a MetLife Company paid from the United States in United States currency, who is either (a) classified by the individual's employer in compensation grade 090 and earned two-hundred thousand dollars ($200,000) in annual total cash compensation benefitable under the terms of SIP for the twelve (12) months immediately preceding October 1 of the year prior to the year subject to the Deferral Election or in such twelve (12) month period otherwise designated by the Plan Administrator; (b) serving in the first calendar year in compensation grade 090, and found by the Plan Administrator in its discretion to have earned two-hundred thousand dollars ($200,000) in compensation from any or all employers or principals in the prior calendar year (or in the second prior calendar year, should the Plan Administrator anticipate or determine that information on the individual's earnings in the prior calendar year that the Plan Administrator would find sufficiently reliable is not available); (c) an employee of any MetLife Company who was formerly a participant in the GenAmerica Executive Deferred Savings Plan, deferred compensation under that plan, and has submitted a Deferral Election under this Plan for each year the individual was otherwise eligible to do so under this Plan; or (d) deemed to be an 090 Employee by the Plan Administrator in its discretion. 17 IN WITNESS WHEREOF, pursuant to authorization of the Board of Directors of MetLife, Inc., this MetLife Leadership Deferred Compensation Plan is approved. __________________________________________________________ Date: ____________________________ Witness: _________________________________________________ 18 The Plan Administrator hereby suspends the accrual of new deferred compensation under the MetLife Deferred Compensation Plan for Officers, effective January 1, 2005. This suspension shall not affect Investment Tracking of deferrals accrued prior to January 1, 2005. PLAN ADMINISTRATOR _________________________________________________________ Date: ____________________________ Witness: ________________________________________________ EX-5 3 e69632aexv5.txt OPINION OF RICHARD S. COLLINS, ESQ. Exhibit 5 OPINION OF RICHARD S. COLLINS, ESQ. December 16, 2004 MetLife, Inc. 200 Park Avenue Floor 1200 New York, New York 10166-0188 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 Leadership Deferred Compensation Plan (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 4 e69632aexv23w1.txt CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM Exhibit 23.1 CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM We consent to the incorporation by reference in this Registration Statement on Form S-8 of our report dated March 5, 2004 (which report expresses an unqualified opinion and includes an explanatory paragraph relating to the Company's change of its method of accounting for embedded derivatives in certain insurance products as required by new accounting guidance which became effective on October 1, 2003), appearing in the Annual Report on Form 10-K of MetLife, Inc. for the year ended December 31, 2003. DELOITTE & TOUCHE LLP December 16, 2004 New York, New York 11 -----END PRIVACY-ENHANCED MESSAGE-----