Exhibit 4.1
THE METLIFE DEFERRED COMPENSATION PLAN FOR OUTSIDE DIRECTORS
2003
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IMPORTANT NOTICES
This Program Description provides an overview of the MetLife Deferred
Compensation Plan for Outside Directors (the "Plan"). It is also the official
plan document that legally governs the Plan. This plan document will govern in
every respect and instance.
MetLife, Inc. will have the obligation to pay amounts deferred under the Plan
from and after January 1, 2003. MetLife, Inc.'s obligations have been registered
under the Securities Act of 1933, as amended. Since this is an unfunded plan,
your rights or claims against assets or property are no greater than those of a
general creditor (see "Liability" on page 7).
The Plan does not constitute a contract for services as a director or otherwise.
This Program Description may be updated from time to time to implement changes
in the Plan. Fund performance data will be updated periodically. These updates
will constitute part of the Prospectus distributed with respect to the Plan.
The Plan Administrator may amend, alter or terminate the Plan in accordance with
its terms at any time and for any reason.
This document constitutes part of a prospectus covering securities
that have been registered under the Securities Act of 1933, as amended.
The date of this Prospectus is December, 2002.
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PLAN AT-A-GLANCE
PURPOSE To provide eligible directors with the
opportunity to defer their compensation
payable in cash, thereby deferring
payment of federal and most state income
taxes.
ELIGIBILITY Directors of MetLife, Inc. who are not
employees of MetLife, Inc. or any of its
affiliates.
ELECTION OPTIONS - Deferral percentage
- Investment tracking funds
- Distribution date
- Number of distribution payments
ENROLLMENT PERIOD From date of distribution of this Program
Description through December 31, 2002.
CHANGES TO DISTRIBUTION You may change either or both the date of
DATE AND/OR NUMBER OF payment (to a later date) and number of
PAYMENTS payments, but may do so only once and must
do so no later than 12 months prior to the
date of payment you originally selected.
INVESTMENT CREDITS Your deferred compensation account will be
credited with gains and losses reflecting
the performance of the investment tracking
funds you select.
CHANGES IN AMOUNTS DEFERRED None allowed, except for hardship.
INVESTMENT TRACKING Limited to a total of six times per year
FUND CHANGES for either future deferrals or existing
account balances.
DISTRIBUTION
- NUMBER Lump-sum payment or up to 15 annual
installments.
- TIMING Upon earlier of 60 days after termination
of service as a director or on a
designated future date.
- ACCELERATED Immediate lump-sum payment, 10% penalty.
- HARDSHIP Immediate lump-sum payment (availability
strictly limited).
TAXES Deferred compensation is taxable as
ordinary income at the time of
distribution.
Rollover to an IRA, qualified plan or
non-qualified plan is not permitted.
BENEFICIARY Upon your death, account balance will be
paid to your designated beneficiary.
PLAN FUNDING The Plan is a non-qualified, unfunded
plan. Account is maintained for
record-keeping purposes only.
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METLIFE DEFERRED COMPENSATION PLAN FOR OUTSIDE DIRECTORS
The MetLife Deferred Compensation Plan for Outside Directors (the "Plan") allows
eligible directors to defer receiving a portion of their fees for services as
director payable in cash to a later date, thereby deferring payment of federal
and most state income taxes. Participation in the Plan is completely voluntary.
ELIGIBILITY
Members of the Board of Directors of MetLife, Inc. who are not employees of
MetLife, Inc. or any of its affiliates are eligible to participate. In this
Program Description, "you" refers to a director who is eligible to participate
in the Plan.
HOW THE PLAN WORKS
Prior to the year in which your cash fees would have been payable, you may
designate all or a portion of those fees for deferral. If you become eligible to
participate in the Plan prior to October 1 of a given year, you may designate
all or a portion of your cash fees payable in that calendar year by submitting a
deferral election before the earlier of (1) the first meeting for which you earn
fees that you attend; or (2) the thirtieth day after you become eligible to
participate in the Plan. All deferrals are subject to the terms of the Plan,
which are contained in this document.
The MetLife Deferred Compensation Plan for Outside Directors is a non-qualified
plan that is unfunded and subject to the risks described in this document.
Amounts credited to an account are solely for record-keeping purposes. The Plan
is not subject to protection under the Employee Retirement Income Security Act
of 1974 (ERISA). See also "Liability" on page 7.
Deferrals begin with the first fees payable in cash during a calendar year and
end with the last fees payable during that calendar year.
To defer your compensation, you need to complete a deferral election form
specifying:
- - The percentage of your cash fees you want deferred;
- - The investment tracking funds that will be used to adjust the value of
your deferred compensation account;
- - A future distribution date; and
- - The number of distribution payments.
The form must be submitted within the enrollment period.
Before making your elections, you may wish to consult a tax or personal
financial advisor.
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TAXES
Deferred compensation is not subject to current taxation under federal and most
state income tax laws.
DEFERRAL AMOUNTS
You may elect to defer all or a portion of your fees payable in cash for
services as a director of MetLife, Inc., including retainer fees, meeting fees,
and committee chairperson fees. If you choose to defer any of your cash fees,
you must defer at least $10,000.
Once you elect your deferral amount, you may not change it except in cases of
extreme hardship as provided in the Plan.
DEFERRED COMPENSATION ACCOUNT
A deferred cash account in your name will be established for record-keeping
purposes. You will receive account statements quarterly.
Your account will be credited at the end of the month in which your deferred
cash fees would otherwise have been paid.
INVESTMENT TRACKING FUNDS
Investment tracking funds are used as a device for adjusting the value of your
account based on fund performance.
Each investment tracking fund reflects the investment returns of the actual fund
or index, which are measured on a daily basis. Gains or losses will be credited
or debited from your account, in effect "mirroring" the performance of the
specified fund or index. Your deferrals will not actually be invested in the
funds. If the aggregate performance of the funds mirrored by the investment
tracking funds you choose is positive, the value of your account will increase;
if it is negative, the value of your account will decrease.
The Plan may be amended in accordance with its terms to eliminate or replace any
investment tracking fund at any time.
You can select for your account one or more of 12 investment tracking funds,
each of which mirrors the performance of one of the following actual funds or
indexes.
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ACTIVELY MANAGED FUNDS MARKET INDEXES
- ---------------------- --------------
MetLife SIP Fixed Income Fund S&P 500(R) Index
Lord Abbett Bond Debenture Fund Russell 2000(R) Index
Oakmark Fund(R) Nasdaq Composite(R) Index
MetLife SIP Small Company Stock Fund MSCI EAFE(R) Index
Oakmark International Fund Lehman Brothers(R) Aggregate Bond Index
Merrill Lynch US High Yield Master II Index
MSCI EMF IndexSM
Fund allocations must be made in multiples of 5%.
You may change your investment tracking funds - either with regard to future
deferrals or existing account - at any time during the year by contacting Sandra
Lukowsky of Nonqualified Plan Services at (phone) (877) 855-6777, ext. 1, (fax)
(314) 444-0428, or (e-mail) slukowsky@genam.com; however, you may make no more
than six changes per year. You will receive confirmation of your changes shortly
after they are made.
See page 9 for information about the investment tracking funds.
THE DISTRIBUTION DATE
You may choose to have your account paid to you either (1) on a specific date no
less than three years after the year of deferral (for 2003, the date you choose
may not be earlier than 2007), or (2) upon the termination of your service as a
director of MetLife, Inc. eligible under the Plan. If you choose to receive your
account on a specific date, your account will be paid to you at the earlier of
(a) the date you selected, and (b) within 60 days following the termination of
your service as a director.
Once you have designated a distribution date, you cannot change it except as
described below under "Changing the Distribution Date And/Or Number of
Payments."
NUMBER OF PAYMENTS
You may elect to receive your account in either a lump-sum payment or up to 15
annual installments. Each annual installment will be a fraction of the account
balance with one being the numerator and the number of payments remaining being
the denominator. For example, if you elect to receive 10 annual payments, the
first payment is equal to 1/10th of the account balance; the second payment is
equal to 1/9th of the account balance; and so on until final payment is made.
Annual installments will be made during the month of the anniversary of the
event that initiated the first payment.
Payments are subject to deductions in accordance with federal, state and local
tax laws and regulations. Rollover to an IRA, qualified plan or non-qualified
plan is not permitted.
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CHANGING THE DISTRIBUTION DATE AND/OR NUMBER OF PAYMENTS
You may change either or both of (1) the date you have selected to receive
payment of your deferred compensation, and (2) the number of payments you have
chosen to receive. If you make any such change(s), they must be made at the same
time. You have only one opportunity to make these changes. Any such change(s)
must be made by you at least 12 months before the original date you selected for
payment. If you select a new date for payment, that date must be later than the
date you originally selected.
OTHER PLAN FEATURES
PAYMENT TO BENEFICIARIES
If you die before commencement or completion of distributions, the balance in
your account will be paid as a single lump sum to your beneficiary. If you have
not designated a beneficiary, or your beneficiary dies before you do, your
account will be paid to your surviving spouse or, if you are not married at the
time, to your estate. A domestic partner is not considered a surviving spouse
under the Plan.
You may designate an individual, a trustee or your estate as your beneficiary,
and you may change your beneficiary at any time. Your beneficiary designation
will apply to current and all prior year deferrals under the Plan.
LOANS
No loans may be taken from your account.
HARDSHIP EXCEPTIONS
In cases of extreme hardship, the Plan Administrator may suspend deferrals or
make payments to you, reducing the value of your account. However, the total
amount suspended and advanced cannot exceed the amount required to satisfy the
financial consequences of the hardship and tax withholding requirements.
ACCELERATED DISTRIBUTION
You may take a lump-sum distribution of your account at any time. However, you
will be charged a 10% penalty.
LIABILITY
Deferrals under the Plan are obligations of MetLife, Inc. A Rabbi Trust will
support the deferred compensation accounts under the Plan. The existence of the
trust will not change the unfunded, unsecured nature of the obligations under
the Plan or give you any right or security interest in any assets other than as
a general creditor of MetLife, Inc.
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ASSIGNMENT
No assignment or pledge of the right to receive the payment of amounts deferred
or any other rights under the Plan may be made.
CHANGE OF CONTROL PROTECTION
You may elect in advance to have your deferred compensation account paid to you
if you end your service as a director within two years after a Change of Control
of MetLife, Inc. For these purposes, the definition of Change of Control in the
MetLife Deferred Compensation Plan for Officers will apply. You will receive a
form to make this election.
PLAN ADMINISTRATOR
The Plan is administered by a Plan Administrator who may establish, amend or
rescind rules and regulations relating to the Plan. The Plan Administrator of
this Plan is also the Plan Administrator of the Metropolitan Life Retirement
Plan for U.S. Employees. The Employee Benefits Committee of the Metropolitan
Life Insurance Company appoints the Plan Administrator of the Retirement Plan,
who serves until such time as the Committee appoints a new Plan Administrator.
The Plan Administrator may amend, modify, suspend, or terminate the Plan at any
time and for any reason, except as otherwise required by law. The Plan
Administrator, however, may not amend, modify or terminate the Plan in a way
that will reduce the amount that has been accrued in your deferred compensation
account prior to the effective date of the amendment, modification or
termination.
The determinations and interpretations of the Plan made by the Plan
Administrator shall be final, binding, and conclusive for all purposes under the
Plan. The Plan Administrator may prescribe forms for participants to take action
authorized or allowed under the Plan and may appoint agents and consult legal
counsel and other professionals to assist in administration of the Plan. The
Plan Administrator may, in his or her sole discretion, adjust the value of a
deferred compensation account on a basis other than as prescribed in deferral or
reallocation elections, including but not limited to the use of investment
tracking funds other than those selected by the participant.
QUESTIONS?
If you have questions, you may contact Sandra Lukowsky of Nonqualified Plan
Services:
Phone: (877) 855-6777, ext. 1
Fax: (314) 444-0428
E-mail: slukowsky@genam.com
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INVESTMENT TRACKING FUNDS - ADDITIONAL INFORMATION
Each investment tracking fund mirrors the performance of the actual fund or
index it respectively tracks. Following are descriptions and performance data
for the actual funds and indexes.
There is no guarantee that any of the funds will achieve its objectives or
increase in value. Unless you choose the investment tracking fund for the
MetLife SIP Fixed Income Fund, your deferrals may lose value. Each actively
managed fund has investment management fees and/or other expenses associated
with it. The descriptions below are derived from information provided by the
funds.
ACTIVELY MANAGED FUNDS
METLIFE SIP FIXED INCOME FUND: This fund is an individually managed separate
account available under a Metropolitan Life Insurance Company group annuity
contract. The fund seeks to achieve the highest possible current income
consistent with the preservation of capital and predictable growth through a
stable interest rate by investing in Guaranteed Interest Contracts or similar
contracts.
LORD ABBETT BOND DEBENTURE FUND: This fund (the Lord Abbett Bond Debenture
Portfolio of the Met Investor Series Trust) is a mutual fund investment choice
available under various variable insurance contracts issued by Metropolitan Life
Insurance Company and its affiliates. The fund seeks to provide high current
income and the opportunity for capital appreciation to produce a high total
return. Under normal circumstances, the fund invests at least 80% of its net
assets in debt securities. The fund normally invests substantially all of its
assets in high-yield and investment-grade debt securities. It may invest in
convertible securities. Up to 80% of the fund's assets may be invested in
high-yield/high-risk debt securities ("junk bonds"). The fund may also invest up
to 20% of it assets in foreign debt securities.(1),(3)
OAKMARK FUND(R): This fund is a mutual fund and seeks to achieve long-term
capital appreciation following a value style by investing primarily in the
common stocks of U.S. companies. The fund is not designed to provide income.
METLIFE SIP SMALL COMPANY STOCK FUND: This fund is an individually managed
separate account available under a Metropolitan Life Insurance Company group
annuity contract. The fund seeks to achieve long-term growth of capital by
investing in the stocks of smaller U.S. companies with strong growth potential
and to outperform the Russell 2000(R) Growth Index. This index measures the
performance of Russell 2000 companies with higher price-to-book ratios and
higher forecasted growth values with market capitalization under approximately
$1.3 billion.(2)
OAKMARK INTERNATIONAL FUND: This fund is a mutual fund and seeks to achieve
long-term capital appreciation following a value style by investing primarily in
the common stocks of non-U.S. companies in mature markets, less-developed
markets and in selected
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emerging markets. There are no limits on the geographic asset distribution, but
the fund does not expect to invest more than 35% of its assets in securities in
emerging markets.(3)
MARKET INDEXES
S&P 500(R) INDEX: This index includes some of the 500 largest capitalized stocks
in the U.S. and is widely recognized as a guide to the overall health of the
U.S. stock market. Stocks that are not included among the 500 largest are
included in the index for diversification purposes.
RUSSELL 2000(R) INDEX: This index measures stock performance of 2,000 smaller
U.S. companies with market capitalization under approximately $1.3 billion.(2)
NASDAQ COMPOSITE(R) INDEX: The Nasdaq Composite Index measures all Nasdaq
domestic and international-based common-type stocks listed on the Nasdaq Stock
Market. The Nasdaq Composite includes over 4,000 companies.(3),(4)
MSCI EAFE(R) INDEX: The Morgan Stanley Capital International Europe,
Australasia, Far East Index is a benchmark of the world stock markets, excluding
the United States.(3)
LEHMAN BROTHERS(R) AGGREGATE BOND INDEX: A benchmark index comprised of the
Lehman Brothers Government/Corporate Bond Index, the Lehman Brothers
Mortgage-Backed Securities Index, the Lehman Brothers Asset-Backed Securities
Index and the Lehman Brothers Commercial Mortgage-Backed Securities Index. Fixed
income securities in the index include debt obligations issued or guaranteed by
the U.S. government or its agencies and instrumentalities, debt issued or
guaranteed by U.S. corporations, foreign companies, municipalities, government
and international agencies and mortgage-backed securities.
MERRILL LYNCH US HIGH YIELD MASTER II INDEX: The Merrill Lynch U.S. High Yield
Master II Index tracks the performance of below investment-grade U.S.
dollar-denominated corporate bonds publicly issued in the U.S. domestic
market.(1)
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MSCI EMF INDEX(SM): The MSCI EMF (Emerging Markets Free) Index is designed to
measure equity market performance in global emerging markets. As of April 2002,
the MSCI EMF Index consisted of the following 26 emerging market country
indices: Argentina, Brazil, Chile, China, Colombia, Czech Republic, Egypt,
Hungary, India, Indonesia, Israel, Jordan, Korea, Malaysia, Mexico, Morocco,
Pakistan, Peru, Philippines, Poland, Russia, South Africa, Taiwan, Thailand,
Turkey and Venezuela.(3)
- --------
(1) Lower rated high-yield, high-risk securities generally involve more credit
risk. These securities also may be subject to greater market price
fluctuations than lower yielding higher rated debt.
(2) Investments in small capitalization and emerging growth companies involve
greater than average risk. Such securities may have limited marketability
and the issues may have limited product lines, markets and financial
resources. The value of such investments may fluctuate more widely than
investments in larger, more established companies.
(3) International stocks contain additional risks that are not associated with
U.S. domestic issues, such as changes in currency exchange rates,
different governmental regulations, economic conditions and accounting
standards.
(4) This index is comprised to a significant degree in technology issues. The
technology industry can be significantly affected by obsolescence, short
product cycles, falling profits and prices, and competition from new
market participants. A choice that is weighted in one sector is more
volatile than those that diversify across many industry sectors.
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HISTORIC FUND & INDEX PERFORMANCE BY CALENDAR YEAR
As of September 30, 2002
Past performance is not a guarantee of future results. Note: Unit values
fluctuate and amounts received upon distribution may be more or less than
deferrals.
ACTIVELY MANAGED FUNDS YEAR-TO-DATE 2001 2000 1999 1998
- ---------------------- ------------ ---- ---- ---- ----
MetLife SIP Fixed Income Fund(1) 4.31% 7.00% 6.70% 6.45% 6.60%
Lord Abbett Bond Debenture Fund(2) -3.35% -1.32% -0.95% 17.82% -7.51%
Oakmark Fund(R)(3) -20.39% 18.29% 11.78% -10.47% 3.73%
MetLife SIP Small Company Stock Fund(1) -20.84% -9.82% -11.36% 46.89% -5.12%
Oakmark International Fund(3) -16.01% -5.13% 12.50% 39.47% -7.01%
MARKET INDEXES
S&P 500(R) Index(4) -28.99% -11.89% -9.11% 20.88% 28.46%
Russell 2000(R) Index(5) -25.84% 2.49% -3.02% 21.26% -2.55%
Nasdaq Composite(R) Index(5) -39.91% -21.05% -39.29% 85.59% 39.63%
MSCI EAFE(R) Index(6) -22.33% -22.33% -15.52% 25.27% 18.23%
Lehman Brothers(R) Aggregate Bond Index(7) 8.55% 8.44% 11.63% -0.82% 8.69%
Merrill Lynch US High Yield Master II Index(6) -8.22% 4.34% -5.00% 2.51% 2.95%
MSCI EMF IndexSM(6) -16.16% -4.78% -31.89% 63.70% -27.52%
(1) MetLife SIP Fixed Income Fund has declared that its rate for 2002 is
5.80%. Both the MetLife SIP Fixed Income Fund and Small Company Stock Fund
are individually managed separate accounts available under Metropolitan
Life Insurance Company group annuity contracts. All performance is shown
net of investment management fees and other expenses.
(2) The Lord Abbett Bond Debenture Fund (Lord Abbett Bond Debenture Portfolio
of the Met Investors Series Trust) is a mutual fund investment choice
available under various variable insurance contracts issued by
Metropolitan Life Insurance Company and its affiliates. The Loomis Sayles
High Yield Bond Portfolio of the Metropolitan Series Fund was merged into
the Lord Abbett Bond Debenture Portfolio after the close of business on
April 26, 2002. Performance for the Lord Abbett Bond Debenture Portfolio
includes performance of the Loomis Sayles High Yield Bond Portfolio prior
to April 27, 2002, and performance of the Lord Abbett Debenture Portfolio
after April 26, 2002. All performance is shown net of the Lord Abbett Bond
Debenture Portfolio's investment management fees and other expenses.
(3) The Oakmark Fund and the Oakmark International Fund are mutual funds. All
performance is shown net of investment management fees and other expenses.
(4) Performance data for all years are based on the records of Nonqualified
Plan Services (NQPS), except 2001, which is from a public source.
(5) Performance data for 2002 is based on the records of NQPS. All other data
are from public sources.
(6) Performance data are based on the records of NQPS.
(7) Performance data are based on information from a public source.
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PROSPECTUS INFORMATION
In connection with the obligations of MetLife, Inc. under the Plan, the
following constitute the prospectus meeting the requirements of Section 10(a) of
the Securities Act of 1933, as amended:
1. The information set forth in this Program Description;
2. Any other written documents delivered to participants, as permitted,
updating or revising the information in item 1 above. Those documents will
contain a legend indicating that they constitute a part of the prospectus
covering the obligations being offered as permitted by the Plan;
3. Each of the following documents filed by MetLife, Inc. with the Securities
and Exchange Commission (the "Commission"), which are incorporated by
reference in this prospectus:
a) MetLife, Inc.'s Annual Report on Form 10-K for the year ended
December 31, 2001;
b) All other reports filed by MetLife, Inc. with the Commission
pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of
1934, as amended, since December 31, 2001; and
c) All documents subsequently filed by MetLife, Inc. pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act
of 1934, as amended, prior to the filing of a post-effective
amendment which indicates that all securities offered have been sold
or which de-registers all securities then remaining unsold.
You may obtain a copy of the above filings described in items 1 and 2, at no
cost, by calling Nonqualified Plan Services Web at 1-877-855-6777. Filings
described in item 3 and any other documents MetLife, Inc. provides to its
shareholders may be obtained, at no cost, at www.metlife.com (by clicking on
Investor Relations) or by calling 1-800-649-3593. You may also request copies of
any of the above documents by writing to the MetLife Corporate Secretary, 1
Madison Avenue, New York, NY 10010.
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