-----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, HDu1ZIU1uAVH/v2z64tZPnd+Sk5J0igt4L+0cDE3M4dSMet9EVWCZmiX6UO8ot1f pZxlq+0GmK9ZO00NKp7ICw== 0000950123-05-014938.txt : 20051219 0000950123-05-014938.hdr.sgml : 20051219 20051219170422 ACCESSION NUMBER: 0000950123-05-014938 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 8 CONFORMED PERIOD OF REPORT: 20051213 ITEM INFORMATION: Entry into a Material Definitive Agreement ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20051219 DATE AS OF CHANGE: 20051219 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: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-15787 FILM NUMBER: 051273281 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 8-K 1 y15416e8vk.txt FORM 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): December 13, 2005 METLIFE, INC. - -------------------------------------------------------------------------------- (Exact Name of Registrant as Specified in Its Charter) Delaware 1-15787 13-4075851 - -------------------------------------------------------------------------------- (State or Other Jurisdiction (Commission (IRS Employer of Incorporation) File Number) Identification No.) 200 Park Avenue, New York, New York 10166-0188 - -------------------------------------------------------------------------------- (Address of Principal Executive Offices) (Zip Code) 212-578-2211 - -------------------------------------------------------------------------------- (Registrant's Telephone Number, Including Area Code) N/A - -------------------------------------------------------------------------------- (Former Name or Former Address, if Changed Since Last Report) Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below): [ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) [ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) [ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) [ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) ITEM 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT. On December 13, 2005, the MetLife, Inc. board of directors (the "Board") adopted a performance measure from a selection of performance measures provided under Article 5 of the MetLife Annual Variable Incentive Plan (the "AVIP") (filed as exhibit 10.1 to MetLife, Inc.'s Quarterly Report on Form 10-Q for the quarter ended March 31, 2004), which will govern the eligibility for awards for 2006 under the AVIP of the Chief Executive Officer, the Chief Operating Officer and each of MetLife, Inc.'s other officers subject to the reporting requirements of Section 16 of the Securities Exchange Act of 1934, as amended (the "Section 16 Officers"). The Board selected as the performance measure for awards under the AVIP MetLife, Inc.'s net income excluding after-tax net investment gains and losses, excluding settlement payments on derivative instruments not qualifying for hedge accounting treatment, the cumulative effect of a change in accounting, and preferred stock dividends, determined according to generally accepted accounting principles, subject to the maximum award limit under the AVIP. The Compensation Committee of the Board retains the discretion to reduce the AVIP awards for the Chief Executive Officer, the Chief Operating Officer and the Section 16 Officers below the amount determined pursuant to the selected performance measure. A copy of the resolutions adopted by the Board to select this performance measure is attached hereto as exhibit 10.1 and is incorporated herein by reference. Also on December 13, 2005, the Board approved Amendment Number One to the AVIP. Amendment Number One explicitly provides that award payments will be made by March 15th of the year following the calendar year with respect to which the performance criteria or other contingencies that pertain to the award (other than continued employment) apply. A copy of Amendment Number One is attached hereto as exhibit 10.2 and is incorporated herein by reference. At the same meeting, the Board clarified certain performance measures pertaining to awards of performance shares under the MetLife, Inc. 2005 Stock and Incentive Compensation Plan (the "2005 Incentive Plan") (filed as exhibit 10.2 to MetLife, Inc.'s Quarterly Report on Form 10-Q for the quarter ended March 31, 2004) for the 2005-2007 performance period by the adoption of a Clarification of Management Performance Share Agreement (the "Clarification"). The Clarification specifies that change in net operating earnings per share is based on the final year of the three-year performance period compared to the year before the beginning of the performance period, and that total shareholder return is determined by dividing the total return during the performance period by the share price at the beginning of that period. These determinations, with respect to the company and other insurance companies, are part of the formula to determine the final number of performance shares payable to each participant. A copy of the Clarification is attached hereto as exhibit 10.3 and is incorporated herein by reference. Finally, on December 13, 2005, the Board approved a new form of Management Performance Share Agreement (the "Performance Share Agreement") for future performance share awards under the 2005 Incentive Plan. The terms of the Performance Share Agreement are substantially the same as those set forth in the form of Performance Share Agreement filed as exhibit 10.2 to MetLife, Inc.'s Current Report on Form 8-K dated February 22, 2005, as clarified by the Clarification, except that preferred stock dividends will be deducted from income in the determination of the net operating income of the company and other insurance companies; such determination is a part of the formula to determine the final number of performance shares payable to each participant. The new form of Performance Share Agreement is attached hereto as exhibit 10.4 and is incorporated herein by reference. On December 15, 2005, the Plan Administrator of the MetLife Non-Management Director Deferred Compensation Plan approved that plan as amended and restated (the "Directors' Plan"). The Directors' Plan is intended to comply with Section 409A of the Internal Revenue Code, and was amended and restated to make changes for purposes of maintaining such compliance. A copy of the Directors' Plan is attached hereto as exhibit 10.5 and is incorporated herein by reference. On December 14, 2005, the Plan Administrator of the MetLife Leadership Deferred Compensation Plan approved that plan as amended and restated (the "Leadership Plan"). The Leadership Plan is intended to comply with Section 409A of the Internal Revenue Code, and was amended and restated to make changes for purposes of maintaining such compliance and to add certain deferrals that were unvested as of December 31, 2004 previously governed by the MetLife Deferred Compensation Plan for Officers (the "Officers Plan"). On December 14, 2005, the Plan Administrator of the Officers Plan approved Amendment Number Two to the Officers Plan to remove certain deferrals that were unvested as of December 31, 2004. Copies of the Leadership Plan and Amendment Number Two to the Officers Plan are attached hereto as exhibits 10.6 and 10.7, respectively, and are incorporated herein by reference. ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS. (c) Exhibits. 10.1 Resolutions of the MetLife, Inc. Board of Directors (adopted December 13, 2005) regarding the selection of performance measures for 2006 awards under the MetLife Annual Variable Incentive Plan (the "AVIP"). 10.2 Amendment Number One to the AVIP (effective December 15, 2005). 10.3 Clarification of Management Performance Share Agreement under the MetLife, Inc. 2005 Stock and Incentive Compensation Plan (the "2005 Incentive Plan"). 10.4 Form of Management Performance Share Agreement under the 2005 Incentive Plan (effective December 13, 2005). 10.5 MetLife Non-Management Director Deferred Compensation Plan (dated December 15, 2005). 10.6 MetLife Leadership Deferred Compensation Plan (dated December 14, 2005). 10.7 Amendment Number Two to the MetLife Deferred Compensation Plan for Officers (effective December 14, 2005). SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. METLIFE, INC. By: /s/ Gwenn L. Carr ------------------------------------------- Name: Gwenn L. Carr Title: Senior Vice-President and Secretary Date: December 19, 2005 EXHIBIT INDEX EXHIBIT NUMBER EXHIBIT - -------- ------- 10.1 Resolutions of the MetLife, Inc. Board of Directors (adopted December 13, 2005) regarding the selection of performance measures for 2006 awards under the MetLife Annual Variable Incentive Plan (the "AVIP"). 10.2 Amendment Number One to the AVIP (effective December 15, 2005). 10.3 Clarification of Management Performance Share Agreement under the MetLife, Inc. 2005 Stock and Incentive Compensation Plan (the "2005 Incentive Plan"). 10.4 Form of Management Performance Share Agreement under the 2005 Incentive Plan (effective December 13, 2005). 10.5 MetLife Non-Management Director Deferred Compensation Plan (dated December 15, 2005). 10.6 MetLife Leadership Deferred Compensation Plan (dated December 14, 2005). 10.7 Amendment Number Two to the MetLife Deferred Compensation Plan for Officers (effective December 14, 2005). EX-10.1 2 y15416exv10w1.txt EX-10.1: RESOLUTIONS OF THE METLIFE, INC. BOARD OF DIRECTORS EXHIBIT 10.1 METLIFE, INC. (METLIFE, INC. LOGO) - ----------------------------- Board of Directors December 13, 2005 ON MOTION, it was RESOLVED: (1) That the measures to be used to determine performance results for establishing the total pool to be available for payment of awards under the MetLife Annual Variable Incentive Plan ("AVIP") for 2006 are approved substantially in form described in the memorandum attached as Appendix A to these resolutions; (2) That the Chief Executive Officer of the Company ("CEO") and Chief Operating Officer of the Company ("COO") shall each be eligible for an AVIP award for 2006 equal to one percent (1%) of the Company's net income excluding after-tax net investment gains and losses, excluding settlement payments on derivative instruments not qualifying for hedge accounting treatment, the cumulative effect of a change in accounting, and preferred stock dividends, determined according to generally accepted accounting principles ("Net Operating Income"), subject to the maximum award limit under AVIP; provided, however, that the Compensation Committee (the "Committee") shall retain the ability, in its discretion, to reduce the amount of the award payable (including reducing the amount payable to zero) based on such factors or considerations that the Committee shall deem appropriate, including but not limited to the amounts that would have been payable to the CEO and COO, respectively, under the formula applicable to other employees under AVIP; (3) That each of the Company's Officers subject to the reporting requirements of Section 16 of the Securities Exchange Act of 1934, other than the CEO and COO ("Section 16 Officers"), shall be eligible for an AVIP award for 2006 equal to one-half of one percent (0.5%) of Net Operating Income, subject to the maximum award limit under AVIP; provided, however, that the Committee shall retain the ability, in its discretion, to reduce the amount of the award payable (including reducing the amount payable to zero) based on such factors or considerations that the Committee shall deem appropriate, including but not limited to the amounts that would have been payable to each of the Section 16 Officers under the formula applicable to other employees under AVIP; (4) That if the Company's Net Operating Income is zero, neither the CEO nor the COO nor any of the Section 16 Officers shall be eligible for any AVIP for 2006; and (5) That the Officers of the Company be and hereby are authorized in the name and on behalf of the Company, to (a) take or cause to be taken any and all such further actions and to prepare, execute and deliver or cause to be prepared, executed and delivered, and where necessary or appropriate, file or cause to be filed with the appropriate governmental authorities, all such other instruments and documents, including but not limited to all certificates, contracts, bonds, agreements, documents, instruments, receipts or other papers, (b) incur and pay or cause to be paid all fees and expenses and (c) engage such persons, in each case as such Officer shall in that Officer's judgment determine to be necessary or appropriate to carry out fully the intent and purposes of the foregoing resolutions and each of the transactions contemplated thereby. EX-10.2 3 y15416exv10w2.txt EX-10.2: AMENDMENT NO. 1 TO AVIP EXHIBIT 10.2 AMENDMENT NUMBER ONE TO THE METLIFE ANNUAL VARIABLE INCENTIVE PLAN (THE "PLAN") The Plan is hereby amended in the manner set forth below: 1. Article 4 of the Plan is amended to add a new Section 4.5 at the end thereof, to read as follows: 4.5 TIMING OF PAYMENT. Subject to Section 4.4, all Awards granted under this Plan shall, if payable, be paid on or before March 15 of the calendar year following the calendar year with regard to which the performance criteria or other contingencies that pertain to the Award (other than continued employment with the Company or an Affiliate or other contingency related to continued service until the date on which the Award is payable) apply. No Participant or any other person shall have any right to receive any payment of interest or other remedy due to any payment of an Award on a date other than as provided in the immediately preceding sentence. 2. This Amendment will be effective immediately upon execution. 3. Except as otherwise expressly provided herein, the Plan (including any amendments thereto) shall continue in full force and effect without amendment. IN WITNESS WHEREOF, this amendment is approved. METLIFE, INC. /s/ Gwenn L. Carr - ------------------------------------------------- Gwenn L. Carr Senior Vice President and Secretary Date: December 15, 2005 ---------------------------- Witness: /s/ Christine Martinez --------------------------------------- Christine Martinez EX-10.3 4 y15416exv10w3.txt EX-10.3: CLARIFICATION OF MANAGEMENT PERFORMANCE SHARE AGREEMENT EXHIBIT 10.3 CLARIFICATION OF MANAGEMENT PERFORMANCE SHARE AGREEMENT MetLife, Inc. hereby clarifies your Management Performance Share Agreement as follows (this "Clarification"): 1. Section 1(c) of the Agreement is restated in its entirety as follows: "(c) The Committee will determine your Final Performance Shares by multiplying your Performance Shares by the "Performance Factor." The Performance Factor means a percentage (from zero to 200%) which is the sum of two other percentages (each from zero to 100%), described in (1) and (2) below. (1) The first percentage will be based on the Company's performance with respect to Change in Annual Net Operating Earnings Per Share during the Performance Period relative to the other companies in the Standard and Poor's Insurance Index, determined according to Table 1 of Schedule A to this Agreement. For this purpose, (a) "Net Operating Earnings Per Share" for any period means income, net of all taxes on income, less realized investment gains or losses and excluding any cumulative charges or benefits due to changes in accounting principles, divided by the weighted average number of shares outstanding during such period determined on a diluted basis under Generally Accepted Accounting Principles; and (b) "Change in Annual Net Operating Earnings Per Share" means Net Operating Earnings Per Share in the final calendar year of the Performance Period divided by Net Operating Earnings Per Share in the calendar year immediately preceding the beginning of the Performance Period. (2) The second percentage will be based on the Company's performance with respect to Proportionate Total Shareholder Return during the Performance Period relative to the other companies in the Standard and Poor's Insurance Index, determined according to Table 2 of Schedule A to this Agreement. For this purpose, (a) "Initial Closing Price" means the average Closing Price (and, in the case of a company other than the Company, the most closely analogous price) in the twenty (20) trading days prior to the first day of the Performance Period; (b) "Final Closing Price" means the average Closing Price (and, the case of an entity other than the Company, the most closely analogous price) in the twenty (20) trading days prior to and including the final day of the Performance Period; (c) "Total Shareholder Return" means the change (plus or minus) from the Initial Closing Price to the Final Closing Price, plus dividends (if any) actually paid on Shares (or, in the case of a company other than the Company, the most closely analogous security) on a reinvested basis from the first day of the Performance Period to and including the last day of the Performance Period; and (d) "Proportionate Total Shareholder Return" means Total Shareholder Return divided by Initial Closing Price." 2. The heading of the left column of Table 1 of Schedule A to the Agreement is restated in its entirety as follows: "Change in Annual Net Operating Earnings Per Share Company Performance (Percentile Relative to Other Companies in S&P Ins. Index)." This document constitutes part of a prospectus covering securities that have been registered under the Securities Act of 1933. 3. The heading of the right column of Table 1 of Schedule A to the Agreement is restated in its entirety as follows: "Proportionate Total Shareholder Return Company Performance (Percentile Relative to Other Companies in S&P Ins. Index)." 4. Any capitalized word used in this Clarification and not defined in this Clarification, including each form of that word, is defined in the Plan or the Agreement. This Clarification will be construed in accordance with and governed by the laws of the State of Delaware, regardless of the law that might be applied under principles of conflict of laws. This Clarification, the Agreement, and the Plan represent the entire agreement between you and the Company, and you and all Affiliates, regarding your Performance Shares. No promises, terms, or agreements of any kind regarding your Performance Shares that are not set forth, or referred to, in this Agreement or in the Plan are part of this Agreement. In the event any provision of this Clarification is held illegal or invalid, the rest of this Agreement will remain enforceable. IN WITNESS WHEREOF, the Company has caused its duly authorized officer to execute this Clarification. METLIFE, INC. By: Robert H. Benmosche ------------------- Name Chairman of the Board and CEO ----------------------------- Title /s/ Robert H. Benmosche ---------------------------------- Signature This document constitutes part of a prospectus covering securities that have been registered under the Securities Act of 1933. 2 EX-10.4 5 y15416exv10w4.txt EX-10.4: FORM OF MANAGEMENT PERFORMANCE SHARE AGREEMENT EXHIBIT 10.4 MANAGEMENT PERFORMANCE SHARE AGREEMENT MetLife, Inc. confirms that, on [GRANT DATE] (the "Grant Date"), it granted you, [NAME], [NUMBER] Performance Shares (your "Performance Shares"). Your Performance Shares are subject to the terms and conditions of this Management Performance Share Agreement (this "Agreement") and the MetLife, Inc. 2005 Stock and Incentive Compensation Plan (the "Plan"). 1. STANDARD PERFORMANCE TERMS. (a) The Performance Period for your Performance Shares will begin on [DATE], [YEAR] and end on the December 31 immediately preceding the third anniversary of the beginning of the Performance Period. (b) Except in so far as Sections 2 (Change of Status) or 3 (Change of Control) apply to your Performance Shares, after the conclusion of the Performance Period, the Committee shall certify in writing the number of Performance Shares payable in accordance with Section 1(c) (your "Final Performance Shares"), and your Final Performance Shares will be due and payable in Shares. (c) The Committee will determine your Final Performance Shares by multiplying your Performance Shares by the "Performance Factor." The Performance Factor means a percentage (from zero to 200%) which is the sum of two other percentages (each from zero to 100%), described in (1) and (2) below. (1) The first percentage will be based on the Company's performance with respect to Change in Annual Net Operating Earnings Per Share during the Performance Period relative to the other companies in the Standard and Poor's Insurance Index, determined according to Table 1 of Schedule A to this Agreement. For this purpose, (a) "Net Operating Earnings Per Share" for any period means income, net of all taxes on income, less realized investment gains or losses, less any dividends paid on preferred shares, and excluding any cumulative charges or benefits due to changes in accounting principles, divided by the weighted average number of shares outstanding during such period determined on a diluted basis under Generally Accepted Accounting Principles; and (b) "Change in Annual Net Operating Earnings Per Share" means Net Operating Earnings Per Share in the final calendar year of the Performance Period divided by Net Operating Earnings Per Share in the calendar year immediately preceding the beginning of the Performance Period. (2) The second percentage will be based on the Company's performance with respect to Proportionate Total Shareholder Return during the Performance Period relative to the other companies in the Standard and Poor's Insurance Index, determined according to Table 2 of Schedule A to this Agreement. For this purpose, (a) "Initial Closing Price" means the average Closing Price (and, in the case of a company other than the Company, the most closely analogous price) in the twenty (20) trading days prior to the first day of the Performance Period; (b) "Final Closing Price" means the average Closing Price (and, the case of a company other than the Company, the most closely analogous price) in the twenty (20) trading days prior to and including the final day of the Performance Period; (c) "Total Shareholder Return" means the change (plus or minus) from the Initial Closing Price to the Final Closing Price, plus dividends (if any) actually paid on Shares (or, in the case of a company other than the Company, the most closely analogous security) on a reinvested basis from the first day of the Performance Period to and including the last day of the Performance Period; and (d) "Proportionate Total Shareholder Return" means Total Shareholder Return divided by Initial Closing Price. (d) For these purposes, the Standard & Poor's Insurance Index means each company which is described by either of the following criteria: (1) the company is included in such index for the entirety of the Performance Period; or (2) the company is included in such index on the final day of the Performance Period, and at least fifty percent (50%) of the securities entitled to vote for the directors of that company were owned, directly or indirectly, immediately after and as the result of a merger, acquisition, or other similar corporate transaction, by a majority of the shareholders (determined immediately prior to such transaction) of a company that was either: (i) included in such index on the first day of the Performance Period, or (ii) described by this Section 1(d)(2). (e) The terms of this Section 1 shall be referred to as the "Standard Performance Terms." 2. CHANGE OF STATUS. For purposes of this Section 2, your transfer between the Company and an Affiliate, or among Affiliates, will not be a termination of employment. In the event of a Change of Control, any applicable terms of Section 3 (Change of Control) will supersede the terms of this Section 2. (a) Long-Term Disability. In the event you qualify for long-term disability benefits under a plan or arrangement offered by the Company or an Affiliate for its Employees, the Standard Performance Terms will continue to apply to your Performance Shares. Once this provision applies, no other change of status described in this Section 2 (except the provision regarding termination for Cause) will affect your Performance Shares, even if you subsequently return to active service or your employment with the Company or an Affiliate terminates other than for Cause. (b) Death. In the event that your employment with the Company or an Affiliate terminates due to your death, your Performance Shares will be due and payable in the form of cash at a value equal to the Closing Price on the date of your death. (c) Retirement. If your employment with the Company or an Affiliate terminates (other than for Cause) on after your early retirement date or normal retirement date (in each case determined under any ERISA qualified pension plan offered by the Company or an Affiliate in which you participate) ("Retirement"), the Standard Performance Terms will continue to apply to your Performance Shares. (d) Bridge Eligibility. If your employment with the Company or an Affiliate terminates (other than for Cause) with bridge eligibility for retirement-related medical benefits (determined under an ERISA qualified benefit plan offered by the Company or an Affiliate in which you participate, if any) ("Bridge Eligibility"), and your separation agreement (offered to you under the severance program offered by the Company or an Affiliate to its Employees) becomes final, the Standard Performance Terms will continue to apply to your Performance Shares. (e) Termination for Cause. In the event that your employment with the Company or an Affiliate terminates for Cause, your Performance Shares will be forfeited immediately. 2 (f) Other Termination of Employment. Unless the Committee determines otherwise, if no other provision in this Section 2 regarding change of status applies, including, for example, your voluntary termination of employment, your termination without Retirement or Bridge Eligibility, or your termination by the Company or an Affiliate without Cause, your Performance Shares will be forfeited immediately. To the extent you are offered a separation agreement by the Company or an Affiliate, the value of your forfeited Performance Shares may, in the discretion of the Company or Affiliate, be considered in determining the terms of that offer. 3. CHANGE OF CONTROL. (a) Except as provided in Section 3(b), and unless otherwise prohibited under law or by applicable rules of a national security exchange, if a Change of Control occurs, your Performance Shares will be due and payable in the form of cash equal to the number of your Performance Shares multiplied by the Change of Control Price, and such sum shall be paid to you within thirty (30) day of the Change of Control. (b) The terms of Section 3(a) will not apply to your Performance Shares if the Committee reasonably determines in good faith, prior to the Change of Control, that you have been granted an Alternative Award for your Performance Shares pursuant to Section 15.2 of the Plan. 4. NONTRANSFERABILITY OF AWARDS. Except as provided in Section 5 or as otherwise permitted by the Committee, you may not sell, transfer, pledge, assign or otherwise alienate or hypothecate any of your Performance Shares, and all rights with respect to your Performance Shares are exercisable during your lifetime only by you. 5. BENEFICIARY DESIGNATION. You may name any beneficiary or beneficiaries (who may be named contingently or successively) who may then exercise any right under this Agreement in the event of your death. Each beneficiary designation for such purpose will revoke all such prior designations. Beneficiary designations must be properly completed on a form prescribed by the Committee and must be filed with the Company during your lifetime. If you have not designated a beneficiary, your rights under this Agreement will pass to and may be exercised by your estate. 6. TAX WITHHOLDING. The Company will withhold from payment made under this Agreement an amount sufficient to satisfy the minimum statutory Federal, state, and local tax withholding requirements relating to payment on account of your Performance Shares. 7. ADJUSTMENTS. The Committee may, in its discretion, make adjustments in the terms and conditions of your Performance Shares in recognition of unusual or nonrecurring events affecting the Company or its financial statements, or in recognition of changes to applicable laws, regulations, or accounting principles, whenever the Committee determines that such adjustments are appropriate to prevent unintended dilution or enlargement of the potential benefits of your Performance Shares. The Committee's determination in this regard will be conclusive. 8. TIMING OF PAYMENT. The Company will make payment to you as reasonably practicable after such payment becomes payable under this Agreement, unless you have earlier deferred such payment in accordance with arrangements offered to you for that purpose. If Shares are to be paid to you, you will receive evidence of ownership of those Shares. 3 9. CLOSING PRICE. For purpose of this Agreement, "Closing Price" will mean the closing price of a Share as reported in the principal consolidated transaction reporting system for the New York Stock Exchange (or on such other recognized quotation system on which the trading prices of the Shares are quoted at the relevant time), or in the event that there are no Share transactions reported on such tape or other system on the applicable date, the closing price on the immediately preceding date on which Share transactions were reported. Closing Price shall constitute "Fair Market Value" under the Plan for all purposes related to your Performance Shares. 10. NO GUARANTEE OF EMPLOYMENT. This Agreement is not a contract of employment and it is not a guarantee of employment for life or any period of time. Nothing in this Agreement interferes with or limits in any way the right of the Company or an Affiliates to terminate your employment at any time. This Agreement does not give you any right to continue in the employ of the Company or an Affiliate. 11. GOVERNING LAW; CHOICE OF FORUM. This Agreement will be construed in accordance with and governed by the laws of the State of Delaware, regardless of the law that might be applied under principles of conflict of laws. Any action to enforce this Agreement or any action otherwise regarding this Agreement must be brought in a court in the State of New York, to which jurisdiction the Company and you consent. 12. MISCELLANEOUS. For purposes of this Agreement, "Committee" includes any direct or indirect delegate of the Committee as defined in the Plan and the word "Section" refers to a Section in this Agreement. Any other capitalized word used in this Agreement and not defined in this Agreement, including each form of that word, is defined in the Plan. Any determination or interpretation by the Committee pursuant to this Agreement will be final and conclusive. In the event of a conflict between any term of this Agreement and the terms of the Plan, the terms of the Plan control. This Agreement and the Plan represent the entire agreement between you and the Company, and you and all Affiliates, regarding your Performance Shares. No promises, terms, or agreements of any kind regarding your Performance Shares that are not set forth, or referred to, in this Agreement or in the Plan are part of this Agreement. In the event any provision of this Agreement is held illegal or invalid, the rest of this Agreement will remain enforceable. If you are an Employee of an Affiliate, your Performance Shares are being provided to you by the Company on behalf of that Affiliate, and the value of your Performance Shares will be considered a compensation obligation of that Affiliate. Your Performance Shares are not Shares and do not give you the rights of a holder of Shares. You will not be credited with additional Performance Shares on account of any dividend paid on Shares. The issuance of Shares or payment of cash pursuant to your Performance Shares is subject to all applicable laws, rules and regulations, and to any approvals by any governmental agencies or national securities exchanges as may be required. No Shares will be issued or no cash will be paid if that issuance or payment would result in a violation of applicable law, including the federal securities laws and any applicable state or foreign securities laws. 13. AMENDMENTS. The Committee has the exclusive right to amend this Agreement as long as the amendment does not adversely affect any of your previously-granted Awards in any material way (without your written consent) and is otherwise consistent with the Plan. The Company will give written notice to you (or, in the event of your death, to your beneficiary or estate) of any amendment as promptly as practicable after its adoption. 4 14. AGREEMENT TO PROTECT CORPORATE PROPERTY. The grant of your Performance Shares is subject to your execution of the Agreement to Protect Corporate Property provided to you with this Agreement ("Property Agreement"). If you do not return a signed copy of the Property Agreement, this Agreement and the Performance Shares granted to you will be void. The Company may in its sole discretion allow an extension of time for you to return your signed Property Agreement. IN WITNESS WHEREOF, the Company has caused its duly authorized officer to execute this Agreement, and you have executed this Agreement. METLIFE, INC. EMPLOYEE By: Robert H. Benmosche [NAME] ------------------- ------ Name Chairman of the Board and CEO ----------------------------- Title --------------------------------- -------------------------- Signature Signature Date: --------------------- 5 SCHEDULE A TO MANAGEMENT PERFORMANCE SHARE AGREEMENT
TABLE 1 TABLE 2 ------- ------- Change in Annual Net First Percentage For Proportionate Total Second Percentage For Operating Income Company Purposes of Determining Shareholder Return Company Purposes of Determining Performance (Percentile Performance Factor* Performance (Percentile Performance Factor* Relative to Other Companies Relative to Other Companies in S&P Ins. Index) in S&P Ins. Index) 0-24 0 0-24 0 25 25 25 25 26 26 26 26 27 27 27 27 28 28 28 28 29 29 29 29 30 30 30 30 31 31 31 31 32 32 32 32 33 33 33 33 34 34 34 34 35 35 35 35 36 36 36 36 37 37 37 37 38 38 38 38 39 39 39 39 40 40 40 40 41 41 41 41 42 42 42 42 43 43 43 43 44 44 44 44 45 45 45 45 46 46 46 46 47 47 47 47 48 48 48 48 49 49 49 49 50 50 50 50 51 52 51 52 52 54 52 54 53 56 53 56 54 58 54 58 55 60 55 60 56 62 56 62 57 64 57 64 58 66 58 66 59 68 59 68 60 70 60 70 61 72 61 72 62 74 62 74 63 76 63 76 64 78 64 78 65 80 65 80 66 82 66 82 67 84 67 84 68 86 68 86 69 88 69 88 70 90 70 90 71 92 71 92 72 94 72 94 73 96 73 96 74 98 74 98 75-99 100 75-99 100
- ---------- * First percentage and second percentage are added together and the total is multiplied by the number of Performance Shares granted to determine the number of Final Performance Shares. See Section 1(c) of this Agreement. EX-10.5 6 y15416exv10w5.txt EX-10.5: METLIFE NON-MANAGEMENT DIRECTOR COMPENSATION PLAN Exhibit 10.5 THE METLIFE NON-MANAGEMENT DIRECTOR DEFERRED COMPENSATION PLAN December 2005 IMPORTANT NOTICES This Program Description provides an overview of the MetLife Non-Management Director Deferred Compensation Plan (the "Plan"). It is also the official plan document that legally governs the Plan. This Plan document will govern in every respect and instance, and replaces and supersedes prior Plan documents. Deferrals are subject to the Plan Administrator's execution of this amended and restated Plan Document. 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. The Plan was effective on January 1, 2005, and the Plan will continue in effect until it is amended, suspended, or terminated according to its terms. This Plan is designed to replace the MetLife Deferred Compensation Plan for Outside Directors and Article VII of the MetLife, Inc. 2000 Directors Stock Plan, respectively, beginning with 2005 compensation deferrals; earlier deferrals will remain governed by the earlier plans. MetLife, Inc. will have the obligation to pay amounts deferred under the Plan. MetLife, Inc.'s obligations are 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. Shares of MetLife, Inc. common stock paid under the Plan may be shares of treasury common stock or authorized but unissued common stock. 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 2005. Page 2 PLAN AT-A-GLANCE PURPOSE To provide eligible directors with the opportunity to defer their cash and MetLife Stock compensation, thereby deferring payment of federal and most state income taxes on such compensation. ELIGIBILITY Directors of MetLife, Inc. who are not employees of MetLife, Inc. or any of its affiliates. ELECTION OPTIONS - Deferral amount - Investment tracking funds (for cash deferrals) - Distribution date - Number of distribution payments ANNUAL ENROLLMENT PERIOD December 5, 2005 - December 31, 2005. ENROLLMENT PERIOD FOR NEW Newly-appointed directors may make a deferral DIRECTORS election for fees payable in the calendar year in which they are elected, but must do so by the earlier of the next Directors meeting attended for which they earn fees or the 30th day after appointment. INVESTMENT TRACKING Your deferred cash compensation accounts will be credited with gains and losses reflecting the performance of the investment tracking funds and indices you select. INVESTMENT TRACKING FUND Limited to a total of six times per year for CHANGES either future deferrals or existing account balances. CHANGES IN AMOUNTS DEFERRED None allowed, except for hardship. FORM OF DISTRIBUTION Your deferred cash compensation will be paid in cash at the end of the deferral period. Your deferred awards of MetLife Stock will be paid in the form of such stock, with imputed reinvested dividends, at the end of the deferral period. DISTRIBUTION: - NUMBER Lump-sum payment or up to 15 annual installments. - TIMING Beginning upon earlier of 60 days after termination of service as a director or on a designated future date. - HARDSHIP Immediate lump-sum payment (availability strictly limited). CHANGES TO DISTRIBUTION DATE You may change the distribution date to a date at AND/OR NUMBER OF PAYMENTS least five years later than the date you originally selected, and/or change the number of payments. Your change will only be effective if you submit your request no later than one year before the earlier of the end of your service as a director or the date of payment you originally selected. 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, any existing account balances will be paid to your designated beneficiary in a lump sum. PLAN FUNDING The Plan is a non-qualified, unfunded plan. Your accounts are maintained for record-keeping purposes only.
Page 3 METLIFE NON-MANAGEMENT DIRECTOR DEFERRED COMPENSATION PLAN The MetLife Non-Management Director Deferred Compensation Plan (the "Plan") allows eligible directors to defer receiving a portion of their annual retainer, committee chair fees, and meeting fees, if any, payable in cash or shares of MetLife, Inc. common stock ("MetLife Stock") for services in 2005 and thereafter, thereby deferring payment of federal and most state income taxes until a later date when the deferred payments are received. Participation in the Plan is completely voluntary. ELIGIBILITY Members of the Board of Directors of MetLife, Inc. (the "Board") who are not employees of MetLife, Inc. or any of its affiliates ("Non-Management Directors") are eligible to participate. In this Program Description, "you" refers to a director who is eligible to participate in the Plan. MAKING A DEFERRAL ELECTION Prior to each year in which you will provide services as a Non-Management Director, you may defer all or a portion of fees payable as compensation for such services. Deferrals begin with the first fees payable for such services during a calendar year and end with the last fees payable during the calendar year. Designations do not carry over from year to year; you must make a new designation each year. When you are elected to the Board, you may defer all or a portion of your fees payable in that calendar year by submitting a deferral election before the earlier of (1) the first meeting that you attend for which you earn fees; or (2) the thirtieth day after you become eligible to participate in the Plan. To defer your cash compensation, you need to complete a deferral election form specifying: - - The percentage of your cash fees you want deferred into a Deferred Cash Account (if you choose to defer any of your cash fees, your deferral must equal at least $10,000.00); - - The investment tracking funds that will be used to adjust the value of that Deferred Cash Account; and - - A future distribution date and number of payments for that Deferred Cash Account (paid in cash). The MetLife Non-Management Director Deferred Compensation Plan 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). Page 4 To defer your MetLife Stock compensation, you need to complete a deferral election form specifying: - - The percentage of your MetLife Stock fees you want deferred into a MetLife Deferred Stock Account; - - The future distribution date and number of payments for your MetLife Deferred Stock Account. Your deferral election form must be submitted during the enrollment period. If you submit an election form that does not specify when payment is to be made, payment will be made upon the termination of your service as a Non-Management Director. If you submit an election form that does not specify the number of installments in which payment should be made, payment will be made in a single lump sum. Before making your elections, you may wish to consult a tax or personal financial advisor regarding all of the ramifications of deferral of compensation under Internal Revenue Code Section 409A and all other requirements for valid deferral of compensation under law ("Legal Deferral Requirements"). All deferrals are subject to the terms of this Plan. INCOME TAXES Deferred compensation is not subject to current taxation under federal and most state income tax laws until payment is made to you. Deferred compensation to Non-Management Directors is not subject to Social Security or Medicare taxes, but it is subject to tax under the Self-Employment Contributions Act (SECA) when the amounts are includible in your income. You should consult with a tax or personal financial advisor to determine whether you must pay SECA on these amounts when received. DEFERRAL AMOUNTS During the annual enrollment period, you may elect to defer all or a portion of your fees payable in the following year for services as a director of MetLife, Inc. 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. You may, however, suspend deferrals in cases of extreme hardship as provided in the Plan. See "Hardship Exceptions," below. DEFERRED COMPENSATION ACCOUNTS If you defer any or all of your cash compensation, a Deferred Cash Account in your name for that year's deferrals will be established for record-keeping purposes. If you defer any of your MetLife Stock compensation, a MetLife Deferred Stock Account in your name for that year's deferrals will be established for record-keeping purposes. You will receive account statements quarterly. Your accounts will be credited effective on the date on which your fees would have been payable had you not elected to defer receipt of such fees. Page 5 INVESTMENT TRACKING FOR YOUR DEFERRED CASH ACCOUNTS Investment tracking is used as a device for adjusting the value of your Deferred Cash Accounts, based on performance of the actual fund or index. Gains or losses, measured on a daily basis, will be reflected in your account, in effect "mirroring" the performance of the specified fund(s) or index(ices) you select. Your deferred cash will not actually be invested in the funds or indices. The Plan may be amended by the Plan Administrator to eliminate or replace any investment tracking fund or index at any time. See "Plan Administrator," below. You currently may select one or more of 13 investment tracking funds and indices, each of which mirrors the performance of the actual fund or index.
ACTIVELY MANAGED FUNDS MARKET INDICES - ---------------------- -------------- 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 Emerging Markets Index(SM)
SINGLE-STOCK FUND MetLife Common Stock Fund* Fund and index allocations must be made in multiples of 5%. You may change your allocation among investment tracking funds and indices - either with regard to future deferrals or your existing account - at any time during the year by accessing the website www.benefitplanservices.com/metlife, (click on Change Allocations) or by calling Benefit Plan Services, Inc. (BPSI) at 1-800-340-8151, however, you may make no more than six changes per year. You will receive confirmations of your changes shortly after they are made. Allocations into and out of the MetLife Common Stock Fund must be pre-cleared with the Corporate Secretary in accordance with the MetLife Insider Trading Policy. See below for information about the investment tracking funds and indices. - ---------- * This investment tracking fund may be used to adjust the value of any or all of your Deferred Cash Compensation Account. Values are tracked in this investment tracking fund using the value and performance of MetLife Stock, but payment is made in cash. Your MetLife Deferred Stock Account, which consists of deferred MetLife Stock payments, is paid out in the form of MetLife Stock. Page 6 METLIFE DEFERRED STOCK ACCOUNTS Your MetLife Deferred Stock Accounts will reflect the number of shares of MetLife Stock you deferred, plus imputed reinvested dividends (on the same basis as such dividends are paid on actual shares of MetLife Stock). The value of your MetLife Deferred Stock Account will depend on the price of MetLife Stock, which is affected by market conditions and other factors, such as declared dividends. As a result, the value of your MetLife Deferred Stock Account is anticipated to have a relatively high risk profile. Your MetLife Deferred Stock Accounts will be appropriately adjusted (as determined by the Governance Committee of the Board, or its successor) in the event of any MetLife Stock dividend, MetLife Stock split, recapitalization (including, but not limited, to the payment of an extraordinary dividend), merger, consolidation, combination, or spin-off affecting MetLife, Inc. capitalization, distribution of MetLife, Inc. assets to holders of MetLife Stock (other than ordinary cash dividends), exchange of shares; other similar corporate change. The performance of MetLife Deferred Stock Awards will be identical to that of the MetLife Common Stock Fund, and is labeled the "MetLife Deferred Shares Fund" in the "Total Return Historic Fund & Index Performance by Calendar Year" chart. THE DISTRIBUTION DATES For each of your Deferred Cash Accounts and your MetLife Deferred Stock Accounts separately, you may choose to have your distributions begin either (1) on a specific date no less than three years after the year of deferral (for example: for payments attributable to services performed in 2006, the date you may choose may not be earlier than 2010), or (2) upon the termination of your service as a Non-Management Director of MetLife, Inc. (the date of your termination of service will be determined in accordance with Legal Deferral Requirements). If you choose to receive your account on a specific date, your account will be paid to you on the earlier of (a) the date you selected, or (b) on the date of 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 each of your account balances in either a lump-sum payment or up to 15 annual installments. For each of your Deferred Cash Accounts, each annual installment will be a fraction of the account's cash value with one being the numerator and the number of payments remaining being the denominator. For each of your MetLife Deferred Stock Accounts, each annual installment will be a fraction of the number of shares of MetLife Stock represented in the account, with one being the numerator and the number of payments remaining being the denominator and disregarding any fraction of a share until the last installment. For example, if you elect to receive 10 annual payments, Page 7 the first payment is equal to 1/10th of the account; the second payment is equal to 1/9th of the account; and so on until final payment is made. For purposes of Legal Deferral Rules, any payment option selected under this plan will be considered to be a single payment form of benefit. FORM OF PAYMENTS All payments from your Deferred Cash Accounts (including portions invested in the MetLife Common Stock Fund) will be made in cash. All payments from your MetLife Deferred Stock Account will be made in MetLife Stock, except that fractional shares will be paid in cash at the Closing Price of MetLife Stock on the date of payment.* TAXATION OF PAYMENTS Generally, payments are subject to federal, state and local tax income taxes in the year you receive the amounts. Rollover to an IRA, qualified plan or non-qualified plan is not permitted. CHANGING THE DISTRIBUTION DATE AND/OR NUMBER OF PAYMENTS For each of your Deferred Cash Account and your MetLife Deferred Stock Account for a given year, you may make changes only once, at which time you may change either or both: (1) the date you have selected to receive payment of your deferred compensation to a date at least five (5) years later than your original selection; and/or (2) the number of payments you have chosen to receive (your change may increase or decrease the number of payments). You must make all changes to any particular account at the same time; provided, however, that your changes are effective if you submit them no later than one year before the earlier of the original date you had selected for payment or the date your service as a Non-Management Director ends, and otherwise will not be effective. All changes will be effective to the extent consistent with Legal Deferral Requirements. PAYMENT TO BENEFICIARIES If you die before your distributions begin or are completed, the balance in your accounts 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, the balance in your accounts 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, entity, trustee, or your estate as your beneficiary, and you may change your beneficiary at any time. Each beneficiary designation will apply to all of your deferrals under the Plan, and will supersede your previous beneficiary designations. Unless or until you submit a new beneficiary designation form, your last - ---------- * "Closing Price" means the closing price of a share 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 shares of MetLife Stock are quoted at the relevant time) on such date. In the event that there are no transactions of MetLife Stock reported on such tape (or such other system) on such date, Closing Price shall mean the closing price on the immediately preceding date on which MetLife Stock transactions were so reported. Page 8 beneficiary designation (if any) under the MetLife Deferred Compensation Plan for Outside Directors (or, if you have not designated a beneficiary under that plan, the beneficiary you have designated under the MetLife, Inc. 2000 Directors Stock Plan, if any) will apply under this Plan. You may designate your beneficiary(ies) during each annual enrollment period. If you wish to change your beneficiary designations during the year you may access the website www/benefitplanservices.com/metlife (by clicking on Beneficiary Detail) or contact BPSI at 1-800-340-8151 and they will send you a form on which you can make your new beneficiary elections. LOANS No loans may be taken from your accounts. HARDSHIP EXCEPTIONS In cases of extreme hardship, and consistent with legal requirements for deferral of income taxation, 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. UNFUNDED, UNSECURED OBLIGATIONS OF METLIFE, INC. Deferrals under the Plan are unfunded and unsecured obligations of MetLife, Inc. Your rights are those of a general unsecured creditor of MetLife, Inc. The Plan is intended to be designed and administered in complete accordance with Legal Deferral Requirements, but in no event will MetLife, Inc., any Affiliate, or the Plan be liable for any taxes, penalties, or other losses on account of the Plan or its administration failing to comply with Legal Deferral Requirements. 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. QUALIFIED DOMESTIC RELATIONS ORDERS ("QDROs") Deferred Compensation will be distributed or attached to the extent required by a QDRO. 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 Page 9 Plan Administrator of the Retirement Plan, who serves until such time as the Committee appoints a new Plan Administrator. To the extent consistent with law, including Legal Deferral Requirements, the Plan Administrator may amend, modify, suspend, or terminate the Plan at any time and for any reason. The Plan Administrator 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. The Plan Administrator may reject or reform a deferral election on any lawful basis, and may conform any provision of the Plan to Legal Deferral Requirements. Where consistent with such requirements, the Plan Administrator may pay deferred compensation regardless of the participant's election for payment at another time. INVESTMENT TRACKING FUNDS AND INDICES - ADDITIONAL INFORMATION Each investment tracking fund and index mirrors the performance of the actual fund or index to which it refers. Following are descriptions and historic performance data for the actual funds and indices, determined on a Total Return basis. 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 and other sources deemed to be reliable by the Plan Administrator. 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 generate a predictable return through a specified interest rate with preservation of capital by investing in Guaranteed Interest Contract Alternatives 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 Page 10 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"). At least 20% of the fund's assets must be invested in any combination of investment-grade debt securities, U.S. Government securities and cash equivalents. The fund may also invest up to 20% of its net assets in equity securities. The fund may also invest up to 20% of its net assets in foreign debt and equity 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. 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 which measures the performance of small company stocks with lower market capitalization. (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 and less-developed 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 of companies in emerging markets. (3) MARKET INDICES S&P 500(R) INDEX: This index includes some of the 500 largest capitalized stocks in the U.S. and is one of the most widely recognized and used benchmarks of U.S. equity performance. 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 $2.5 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 3,000 securities. (3, 4) MSCI EAFE(R) INDEX: The Morgan Stanley Capital International Europe, Australasia, Far East Index is a benchmark of developed market stock performance, excluding the United States and Canada. (3) LEHMAN BROTHERS(R) AGGREGATE BOND INDEX: A benchmark index comprised of the Lehman Brothers Government/Credit 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. Page 11 corporations, foreign companies, municipalities, government and international agencies, asset-backed securities 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) MSCI EMERGING MARKETS INDEX(SM): The MSCI Emerging Markets Index is designed to measure equity market performance in global emerging markets. As of December 2003, the MSCI Emerging Markets 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) SINGLE-STOCK FUND METLIFE COMMON STOCK FUND: The performance of this fund will depend on the price of MetLife Stock, which is affected by market conditions and other factors, such as declared dividends. Like other individual stock funds, this fund is anticipated to have a relatively high risk profile. The performance of this fund includes the value of reinvested dividends, if any. (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 12 TOTAL RETURN HISTORIC FUND & INDEX PERFORMANCE BY CALENDAR YEAR As of September 30, 2005 These figures are past performance and are not an indication of future performance. Note: Unit values fluctuate and amounts received upon distribution may be more or less than deferrals and any matching contributions. Current performance may be lower or higher than the performance figures quoted.
ACTIVELY MANAGED FUNDS YTD 2004 2003 2002 2001 - ---------------------- ----- ----- ----- ------ ------ MetLife SIP Fixed Income Fund(1) 3.51% 4.51% 5.00% 5.80% 7.00% Lord Abbett Bond Debenture Fund(2) 1.35% 8.43% 19.52% 1.28% -1.32% Oakmark Fund(R)(3) -2.44% 11.73% 25.30% -14.41% 18.29% MetLife SIP Small Company Stock Fund(1) 5.00% 10.79% 45.11% -19.98% -9.82% Oakmark International Fund(3) 11.31% 19.09% 38.04% -8.46% -5.13% MARKET INDEXES S&P 500(R) Index(4, 8) 2.77% 10.88% 28.70% -22.10% -11.89% Russell 2000(R) Index(5, 8) 3.38% 18.33% 47.25% -20.48% 2.49% Nasdaq Composite(R) Index(6, 8) -0.48% 9.16% 50.01% -31.53% -21.05% MSCI EAFE(R) Index(7, 8) 9.08% 20.25% 38.59% -15.94% -21.44% Lehman Brothers(R)Aggregate Bond Index(6) 1.82% 4.34% 4.10% 10.25% 8.44% Merrill Lynch US High Yield Master II Index(6) 2.06% 10.87% 28.15% -1.89% 4.48% DEFERRED STOCK/SINGLE STOCK FUND MetLife Deferred Shares Fund(9) 23.01% 21.68% 25.38% -14.01% -8.88% MetLife Common Stock Fund(10)
Page 13 - ---------- (1) Both the MetLife SIP Fixed Income Fund and the MetLife 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. Both funds have been available as tracking funds in the Plan since January 1, 1998. Returns in the MetLife SIP Fixed Income Fund are credited to participants' balances by crediting a daily interest factor that produces the effective annual return that is declared for the fund. Starting October 1, 2005, the effective annual interest rate for the MetLife SIP Fixed Income Fund will be 5%. From January 1, 2005 through June 30, 2005, the Fund credited interest at an effective annual rate of 4.65%. From July 1, 2005 through September 30, 2005, the Fund credited interest at an effective annual rate of 4.85%. (2) The Lord Abbett Bond Debenture Fund (Lord Abbett Bond Debenture Portfolio of the Met Investors Series Trust, Class A shares) 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. The Oakmark Fund and Oakmark International Fund have been available as tracking funds in the Plan since January 1, 1998. (4) The S&P 500 Index Fund has been available as a tracking fund in the Plan since January 1, 2001. The MetLife SIP Common Stock Index Fund was available in the Plan from January 1, 1998 through December 31, 2000. The MetLife SIP Common Stock Index Fund was converted to the S&P 500 Index Fund after the close of business on December 31, 2000. (5) The Russell 2000 Index has been available as a tracking fund in the Plan since January 1, 2001. (6) The Nasdaq Composite Index, Lehman Brothers Aggregate Bond Index, and Merrill Lynch US High Yield Master II Index have been available as tracking funds in the Plan since January 1, 2001. (7) The MSCI EAFE Index and the MSCI Emerging Markets Index have been available as tracking funds in the Plan since January 1, 2001. The name of the MSCI EMF Index tracking fund has been changed to MSCI Emerging Markets Index to reflect the corresponding change of name in this MSCI market index. (8) Investment-tracking on participants' accounts will be done using the Total Return measure (the percentage change in the unit price, plus the impact of reinvested dividends) for all funds, including the S&P 500 Index, Russell 2000 Index, Nasdaq Composite Index, MSCI EAFE Index, and MSCI Emerging Markets Index tracking funds. Returns in this chart reflect the Total Return measure for all periods shown for all funds except the Nasdaq Composite Index, for which 2004 returns reflect the Total Return measure and 2000-2003 returns reflect the Price Return measure. Total Return information on the Nasdaq Composite Index is not available prior to 2004. Investment-tracking for periods prior to January 2005 was done using the Price Return measure (the percentage change in the unit price, without reinvested dividends) for the S&P 500 Index, Russell 2000 Index, Nasdaq Composite Index, MSCI EAFE Index, and MSCI Emerging Markets Index tracking funds. The preceding sentence applies only to the MetLife Deferred Compensation Plan for Officers and the MetLife Deferred Compensation Plan For Outside Directors, which provided for deferral of compensation prior to January 2005; performance charts in the program descriptions for elections that were offered under those plans reflected the Price Return measure. (9) The MetLife Deferred Shares Fund has been available as a tracking fund since May 1, 2001 for MetLife Directors. The Performance data is obtained from MetLife, Inc. Returns reflect the MetLife stock price (MET), including reinvested dividends, as reported by MetLife, Inc. (10) Performance data obtained from MetLife, Inc. Returns reflect the MetLife stock price (MET), including reinvested dividends, as reported by MetLife, Inc. Page 14 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 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, 2004; 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, 2004; 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 BPSI at 1-800-340-8151. 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, 200 Park Avenue, New York, NY 10166-0188. Page 15 IN WITNESS WHEREOF, this MetLife Non-Management Director Deferred Compensation Plan, as amended and restated effective January 1, 2005, is approved. PLAN ADMINISTRATOR /s/ Margery Brittain - --------------------------- Date: 12-15-05 ---------------------- Witness: /s/ Rose Alston ------------------- EX-10.6 7 y15416exv10w6.txt EX-10.6: METLIFE LEADERSHIP DEFERRED COMPENSATION PLAN EXHIBIT 10.6 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 (as amended and restated 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 Affiliates, 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 19 of this Plan, 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 an Affiliate, 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 Affiliates. 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 on and after January 1, 2005 and 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 2 the Eligible Associate wishes to defer into a Deferred Stock Compensation Account; (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, 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 Plan; (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 Affiliate 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 defer into a Deferred Stock Compensation Account under Section 4.2(d) of this Plan shall 3 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. 4.8. For purposes of applicable determinations pursuant to Legal Deferral Requirements, to the extent any Deferred Compensation Account is to be paid in annual installments, such payments shall constitute a single payment. 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 , 6.3, and 6.4 of this Plan 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. Value tracked in the MetLife Deferred Shares Fund shall be accounted in number of tracking shares equal to the number of shares of 4 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. 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. 5 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 of this Plan, respectively, shall not exceed six (6) in any calendar year. 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. 6 10.2. Form. 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 Participant's Deferred Compensation Accounts shall become immediately payable in a lump sum. 10.3.2. If the date on which payment of any 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 amounts remaining in the Participant's Deferred Compensation Accounts shall be immediately payable in a lump sum (except that, in the case of a Key Employee, all remaining amounts in the Deferred Compensation Account shall be payable six (6) months following Employment Discontinuance). 10.3.3. If the date on which payment of any 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 , 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 the Deferred Compensation Account shall be payable six (6) months following Employment Discontinuance). 10.3.4. If the date on which payment of any 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 an Affiliate; and (c) either will be deemed to be Retirement Eligible upon attaining age 55 after Employment Discontinuance 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 Account 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 7 termination of employment when Retirement Eligible then the Participant's Deferred Compensation Account shall be payable upon the Participant's Employment Discontinuance (except that, in the case of a Key Employee, all remaining amounts in the Deferred Compensation Account shall be payable six (6) months following Employment Discontinuance). 10.3.5. If the date on which payment of a any of a Participant's Deferred Compensation Account 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 nor 10.3.4 of this Plan applies to the Participant, then the Participant's Deferred Compensation Account 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 remaining amounts in the Deferred Compensation Account shall be payable six (6) months following Employment Discontinuance). 10.3.6. If, consistent with the terms of this Section 10, other than this Section 10.3.6 of this Plan, the Participant's Deferral Election applies to Cash Incentive Compensation or Stock Compensation payable after the Participant's Employment Discontinuance, then the Participant's applicable Deferred Compensation Account 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 of this Plan, to the extent any of the Participant's Deferred Compensation Accounts are payable pursuant to Sections 12 or 13 of this Plan, payment shall be made in a single lump sum. 10.3.9. Payment(s) of a Participant's Deferred Compensation Account shall be made on the date payable. In no event shall MetLife, Inc., any Affiliate, or the Plan have any liability to anyone on account of payment being made later than the date payable due to administrative considerations or otherwise. 10.3.10. 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. 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 8 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 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. Except as provided in Section 20 of this Plan, 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 of this Plan, 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 Affiliate policy or law, including but not limited to law regarding trading of securities on inside information and the exemptions therefrom. 12.3. If the Eligible Associate or Participant participates in any other deferred compensation plan by virtue of employment with any Affiliate, 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 9 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 Consistent with Law. 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 Affiliate policy or law, including but not limited to law regarding trading of securities on inside information and the exemptions therefrom. 14. 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 Affiliate employing a Participant ceases to be an Affiliate, the Plan Administrator may determine on or before the date of the transaction in which the Affiliate 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 Affiliate who are Participants shall transfer from MetLife, Inc. to that MetLife Company as of the date that Affiliate ceases or ceased to be an Affiliate. Although the Plan is intended to be designed and administered in complete accordance with Legal Deferral Requirements, in no event shall MetLife, Inc., any Affiliate, or the Plan have any liability to anyone for any taxes, penalties, or other losses on account of the Plan or its administration failing to comply with Legal Deferral Requirements. 10 15. 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. 16. 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, 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 and any amended and restated terms and any amendment to the Plan are effective. 17. Governing Law. The Plan shall be construed in accordance with and governed by New York law, without regard to principles of conflict of laws. 18. 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 an Affiliate 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. 19. Amendment and Termination Consistent with Law. To the extent permissible under law, including Legal Deferral Requirements, 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 otherwise provided in this Section 19, 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. 20. Qualified Domestic Relations Orders. The Plan Administrator will distribute, designate, or otherwise recognize the attachment of any portion of a Participant's Deferred Compensation 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. 11 21. Definitions. Capitalized terms in this Plan, and their forms, shall have the following meanings: 21.1. "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. 21.2. "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. 21.3. "Code" shall mean the Internal Revenue Code of the United States. 21.4. "Compensation" shall mean salary, Cash Incentive Compensation, and Stock Compensation payable by MetLife, Inc. or a MetLife Company. 21.5. "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. 21.6. "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. 21.7. "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. 21.8. "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. 21.9. "Eligible Associate" shall mean (a) an individual to whom an offer of employment as an Officer or 090 Employee has been made, who is selected by the Plan Administrator for eligibility and has been so notified; (b) 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 as an Office or 090 Employee, at such times that 12 Officer or 090 Employee is eligible to participate in this Plan as provided in Section 3 of this Plan. 21.10."Employment Discontinuance" shall mean the termination of employment with an Affiliate, other than in connection with the transfer of employment to another Affiliate, or such other date as required to comply with Legal Deferral Requirements. 21.11."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. 21.12."Investment Tracking" shall mean the adjustment of value to reflect simulated investment performance. 21.13."Investment Tracking Funds" shall mean those funds and vehicles described in Section 6 of this Plan. 21.14."Key Employee" shall mean at any given time, an employee subject to Code Section 416(i) as of August 31 of the prior calendar year as determined by the Plan Administrator. 21.15."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. 21.16."Matching Contributions" shall mean the matching contributions described in Section 8 of this Plan. 21.17."Matching Contribution Account" shall mean a record-keeping account established for the benefit of a Participant in which is credited Matching Contributions and Pre-2005 Unvested Matching Contributions. 21.18."MetLife Common Stock Fund" shall mean Fair Market Value, plus the value of reinvested dividends payable on MetLife Stock. 21.19."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. 21.20."MetLife Stock" shall mean shares of common stock of MetLife, Inc. 21.21."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. 13 21.22. "Participant" shall mean each Eligible Associate who has had compensation deferred by operation of a Deferral Election under this Plan, and each individual credited with Pre-2005 Unvested Matching Contributions under this Plan. 21.23. "Plan" shall mean this MetLife Leadership Deferred Compensation Plan. 21.24. "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. 21.25. "Pre-2005 Unvested Matching Contributions" shall mean those amounts of "Matching Contributions" (as defined in the MetLife Deferred Compensation Plan for Officers) that are not credited in favor of the Participant under the MetLife Deferred Compensation Plan for Officers by virtue of the fact that such amounts would not have been vested under SIP as of December 31, 2004. 21.26. "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. 21.27. "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. 21.28. "Retirement Plan" shall mean the Metropolitan Life Retirement Plan for United States Employees. 21.29. "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)). 21.30. "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 or the MetLife, Inc. 2005 Stock and Incentive Compensation Plan. 21.31. "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. 21.32. "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 14 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 consistent with the grounds for action by the Plan Administrator under Section 12 of this Plan consistent with Legal Deferral Requirements. 21.33. "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. 15 IN WITNESS WHEREOF, this MetLife Leadership Deferred Compensation Plan, as amended and restated effective January 1, 2005, is approved. PLAN ADMINISTRATOR /s/ Margery Brittain - -------------------------------------------------------------- Date: 12-14-05 ---------------------------- Witness: /s/ Karen Dudas ---------------------------------------------------- 16 EX-10.7 8 y15416exv10w7.txt EX-10.7: METLIFE DEFERRED COMPENSATION PLAN FOR OFFICERS EXHIBIT 10.7 AMENDMENT NUMBER TWO TO THE METLIFE DEFERRED COMPENSATION PLAN FOR OFFICERS (AS AMENDED AND RESTATED AS OF NOVEMBER 1, 2003) (THE "PLAN") The Plan is hereby amended in the manner set forth below: 1. The final sentence of Section 8 is amended to read as follows: 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, no Matching Contributions shall be credited in favor of a Participant to the extent such Matching Contributions would not have been vested under SIP as of December 31, 2004, and such Matching Contributions that would vest after December 31, 2004 shall be credited as provided under the MetLife Leadership Deferred Compensation Plan and not under this Plan. 2. This Amendment will be effective immediately upon execution. 3. Except as otherwise expressly provided herein, the Plan (including any amendments thereto) shall continue in full force and effect without amendment. IN WITNESS WHEREOF, this amendment is approved. PLAN ADMINISTRATOR /s/ Margery Brittain - ------------------------------------------------------ Date: 12/14/05 ---------------------------- Witness: /s/ Rose Alston ------------------------------------------------------ -----END PRIVACY-ENHANCED MESSAGE-----