Exhibit 10.5
THIS DOCUMENT CONSTITUTES PART OF A PROSPECTUS COVERING SECURITIES THAT HAVE
BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED.
MetLife Deferred Compensation Plan for Officers
(as amended and restated effective November 1, 2003)
1. Purpose. The purpose of the Plan is to provide an opportunity for
Participants to delay receipt of certain compensation until a later
date, at which time payment of the compensation will be made after
adjustment for the simulated investment experience of such compensation
from date of deferral.
2. Plan Administration.
2.1. The Plan Administrator shall administer the Plan.
2.2. The Plan Administrator may establish, amend, and rescind rules
and regulations relating to the Plan, provide for conditions
necessary or advisable to protect the interest of the MetLife
Companies, construe all communications related to the Plan,
and make all other determinations it deems necessary or
advisable for the administration and interpretation of the
Plan.
2.3. Determinations, interpretations, and other actions made by the
Plan Administrator shall be final, binding, and conclusive for
all purposes and upon all individuals.
2.4. The Plan Administrator may prescribe forms as the sole and
exclusive means for Participants to take actions authorized or
allowed under the Plan. The Plan Administrator may issue
communications to Eligible Associates and Participants as it
deems necessary or appropriate in connection with the Plan
(including but not limited to communications explaining the
risks and potential benefits of the Investment Tracking
Funds). Subject to the provisions of Section 20, the Plan
Administrator may, in its sole discretion, adjust the value of
Deferred Compensation Accounts on a basis other than as
prescribed in Deferral Elections or Reallocation Elections,
including but not limited to the use of Investment Tracking
Funds other than those selected by the Participant.
2.5. Except to the extent prohibited by law, communication by the
Plan Administrator (and by an Eligible Associate or
Participant to the extent authorized by the Plan
Administrator) of any document or writing, including any
document or writing that must be executed by a party, may be
in an electronic form of communication.
2.6. The Plan Administrator may appoint such agents, who may be
officers or employees of a MetLife Company, as it deems
necessary or appropriate to assist it in administering the
Plan and may grant authority to such agents to execute
documents and take action on its behalf. The Plan
Administrator may consult such legal counsel, consultants, or
other professional as it deems desirable and may rely on any
opinion received from any such professional or from its agent.
All expenses incurred in the administration of the Plan shall
be paid by one or more of the MetLife Companies.
3. Eligibility to Participate. Each Officer and 090 Employee shall be
eligible to participate in this Plan; provided, however, that unless
the Plan Administrator determines otherwise, no Officer or 090 Employee
who receives a payment pursuant to Section 13 of this Plan (or similar
provision in any other 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 pursuant to Section 13 is made.
4. Deferral Elections.
4.1. Each calendar year at such time as is determined by the Plan
Administrator, each Eligible Associate may complete a Deferral
Election applicable to the Eligible Associate's Compensation
payable in the following calendar year and submit such
Deferral Election to the Plan Administrator. The Plan
Administrator shall prescribe the form(s) of Deferral
Election.
4.2. Each Deferral Election shall indicate (a) the percentage, in
increments of 5%, or maximum dollar amount of base 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 base salary; (b) the percentage, in
increments of 5%, or (except for payments under the Long Term
Performance Compensation Plan, International Long Term
Performance Compensation Plan, or payments to an 090 Employee)
maximum dollar amount of Cash Incentive Compensation, by plan
under which such Compensation may be payable, that would
otherwise be paid the receipt of which the Eligible Associate
wishes to defer into a Deferred Cash Compensation Account
(provided, however, that if the Participant expresses a
maximum dollar amount of Cash Incentive Compensation for
deferral and the amount of Cash Incentive Compensation
actually payable to the Participant is less than the maximum
dollar amount specified, the Deferral Election shall be deemed
to apply to the full amount of the Cash Incentive
Compensation); (c) the percentage, in increments of 5%, of
Stock Compensation that would otherwise be paid the receipt of
which the Eligible Associate wishes to defer into a Deferred
Stock Compensation Account; (d) the percentage, in increments
of 5%, of cash payments under the Long Term Performance
Compensation Plan which the Eligible Associate wishes to defer
into a Deferred Stock Compensation Account, (e) the Investment
Tracking Fund(s) which the Eligible Participant selects to
adjust the value of the Deferred Cash Compensation Account and
the value of the Matching Contribution Account, in increments
of 5%; (f) the date on which the Eligible Participant wishes
the payment of the Deferred Stock Compensation Account to
begin; (g) the date on which the Eligible Participant wishes
the payment of the Deferred Cash Compensation Account and
Matching Contribution Account to begin; (h) whether the
Deferred Compensation Accounts are to be paid in a single lump
sum or annual installments; and (i) if the Deferred
Compensation Accounts are to be paid in annual installments,
the number (not to exceed fifteen (15)) of such installments.
If, upon Employment Discontinuance (or upon the conclusion of
the Participant's receipt of severance payments), the
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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 base
salary in terms of a maximum dollar amount rather than in
percentage terms must specify deferral of at least two hundred
dollars ($200) of base 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; (b) the date
of the Eligible Associate's termination of employment with
Retirement Eligibility.
4.5. The Plan Administrator may, in its discretion, either reject
or reform any Deferral Election not consistent with (a) this
Section 4; (b) employer compliance with legal requirements
(including those regarding sufficient tax withholding and
those regarding payroll taxation for FICA or otherwise); or
(c) requirements for employee contributions or premium
payments from compensation under the terms of any plan.
4.6. Notwithstanding any other provisions of this Plan, no
Compensation payable to a Participant less than one-hundred
eighty (180) days after the first day of the second calendar
month following a hardship payment to the Participant under
SIP or other qualified deferred compensation plan in which the
individual participates by virtue of employment with any
MetLife Company shall be deferred under this Plan.
5. Investment Tracking.
5.1. 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 value
of such Stock Compensation had been invested in MetLife Stock
for such period(s) of time determined by the Deferral Election
until it is payable.
5.2. The number of shares representing 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 5.1 of this
Plan.
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5.3. Except as provided in Sections 2.4 and 5.1 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 using the Investment
Tracking Funds 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.
6. Investment Tracking Funds. The methods of Investment Tracking described
in this Section 6 shall be available for Deferral Elections and
Reallocation Elections. If this Section 6 is amended, the Plan
Administrator may require the Participant to make an appropriate change
in the Participant's Investment Tracking or may unilaterally impose a
method of Investment Tracking with regard to such parts of a
Participant's Deferred Compensation Accounts affected by that
amendment.
6.1. MetLife Deferred Shares Fund. Subject to Section 14.5 of this
Plan, value tracked in the MetLife Deferred Shares Fund shall
be accounted in number of tracking shares equal to the number
of shares of MetLife Stock deferred and adjusted to simulate
the effect of each and any of the following on the Stock
Compensation had it been paid in MetLife Stock: (a) dividend;
(b) stock dividend; (c) stock split; (d) MetLife, Inc.
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
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6.3.6. Merrill Lynch US High Yield Master II Index
6.3.7. MSCI EMF Index (sm)
7. Reallocation Elections.
7.1. The Participant may change the Investment Tracking Funds used
to adjust either (a) the value of new contributions to his/her
Deferred Cash Compensation Account and credits to his/her
Matching Contribution Account, from the date(s) Compensation
is deferred rather than paid and any Matching Contributions
are credited, as the case may be; and/or (b) the value of the
Participant's existing Deferred Cash Compensation Account and
Matching Contribution Account.
7.2. Unless otherwise determined by the Plan Administrator, a
Reallocation Election shall be effective on the date it is
received by the Plan Administrator, or on the following
business day if it is received by the Plan Adminstrator at a
time when the Plan Administrator determines it is not
practicable or convenient to the operation of the Plan to
apply such Reallocation Election on the date it is received.
The number of Reallocation Elections by a Participant
regarding each of items (a) and (b) of Section 7.1,
respectively, shall not exceed six (6) in any calendar year.
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 and 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.
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 the amount of each installment
payment will be determined by dividing the value of each of
the Deferred Compensation Accounts at the time each payment is
due by the remaining number of installments in which the
Deferred Compensation Accounts is to be paid.
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10.2. Form. Except as provided in Section 14.5 of this Plan, payment
of a Participant's Deferred Stock Compensation Account shall
be made in the form of shares of MetLife Stock. The form of
payment of all other Deferred Compensation Accounts shall be
cash.
10.3. Timing and Number of Payments.
10.3.1. If a Participant dies on any date prior to completion
of all payments from a Participant's Deferred
Compensation Accounts, the unpaid portions of the
Participant's Deferred Compensation Accounts shall
become immediately payable in a lump sum.
10.3.2. If the date on which payment of a Participant's
Deferred Compensation Accounts is to begin, as
specified in the Participant's Deferral Election,
occurs prior to the Participant's Employment
Discontinuance, then the Participant's Deferred
Compensation Accounts shall be payable beginning on
the date determined by the Participant's Deferral
Election and in the number of payments determined by
the Participant's Deferral Election; provided,
however, that if the Participant's Employment
Discontinuance occurs prior to the completion of all
such payments, then all remaining Deferred
Compensation Account shall be paid in a lump sum.
10.3.3. If the date on which payment of a Participant's
Deferred Compensation Accounts is to begin, as
specified in the Participant's Deferral Election, has
not occurred prior to the Participant's Employment
Discontinuance, and Participant is Retirement
Eligible upon Employment Discontinuance (or upon the
conclusion of the Participant's receipt of severance
payments), then the Participant's Deferred
Compensation Accounts shall be payable beginning on
the date determined by the Participant's Deferral
Election and in the number of payments determined by
the Participant's Deferral Election.
10.3.4. If the date on which payment of a Participant's
Deferred Compensation Accounts is to begin, as
specified in the Participant's Deferral Election, has
not yet occurred prior to the Participant's
Employment Discontinuance, and the Participant (a) is
not Retirement Eligible upon Employment
Discontinuance; (b) is, at Employment Discontinuance,
eligible to participate in a severance plan offered
by a MetLife Company; and (c) either will be deemed
to be Retirement Eligible upon attaining age 55 or
whose benefit under the Retirement Plan is otherwise
determined with reference to the reduction factors
for commencing benefit payments prior to normal
retirement age applicable to Retirement Plan
participants with twenty (20) or more years of
service, then the Participant's Deferred Compensation
Accounts shall be payable and in the number of
payments determined by the Participant's Deferral
Election beginning on the date determined by the
Participant's Deferral Election; provided, however,
that if the Participant's Deferral Election specified
payment upon Retirement Eligibility then the
Participant's Deferred Compensation Accounts shall be
payable upon the Participant's Employment
Discontinuance.
10.3.5. If the date on which payment of a Participant's
Deferred Compensation Accounts is to begin, as
specified in the Participant's Deferral Election, has
not occurred prior to the Participant's Employment
Discontinuance, and neither Sections 10.3.3
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nor 10.3.4 applies to the Participant, then the
Participant's Deferred Compensation Accounts shall be
payable in a lump sum upon the Participant's
Employment Discontinuance, notwithstanding the
Participant's Deferral Election.
10.3.6. If, consistent with the terms of Section 10 other
than this Section 10.3.6, the Participant's Deferral
Election applies to Cash Incentive Compensation or
Stock Compensation payable after the Participant's
Employment Discontinuance, then the Participant's
Deferred Compensation Accounts shall be payable
beginning on the date determined by the Participant's
Deferral Election and in the number of payments
determined by the Participant's Deferral Election.
10.3.7. Notwithstanding any of the other terms of this
Section 10.3, distribution of amounts from a
Participant's Matching Contribution Account shall not
be made beginning on any date earlier than the date
on which payments of Matching Contributions could
have been payable under the terms of SIP. To the
extent that the Participant's Matching Contribution
Account is not payable on the earliest date(s) that
the Participant's other Deferred Compensation
Accounts become payable, in each case by virtue of
this Section 10.3.7, the Matching Contribution
Account shall be paid in a lump sum.
10.3.8. Notwithstanding any of the other terms of this
Section 10.3, except Section 10.3.7, to the extent a
Participant's Deferred Compensation Accounts are
payable pursuant to Section 12 or Section 13 of this
Plan, payment shall be made in a single lump sum.
10.3.9. Notwithstanding any of the other terms of this
Section 10.3, if a Participant's Deferred
Compensation Accounts are otherwise payable upon
Employment Discontinuance, but as of that date the
Participant has been offered severance pay, then the
Participant's Deferred Compensation Accounts shall be
payable upon the later of (x) the Participant's date
of Employment Discontinuance and (y) the date the
final severance payment is made to the Participant by
a MetLife Company or an Affiliate. Notwithstanding
the foregoing, if this Section 10.3.9 applies, the
Plan Administrator may, in its sole discretion,
determine that the Deferred Compensation Accounts are
payable on any date after the Participant's date of
Employment Discontinuance.
10.3.10. Payment(s) of a Participant's Deferred Compensation
Accounts shall be made as soon as practicable after
they are payable, as determined by the Plan
Administrator.
10.4. To Whom Paid. Except as otherwise provided in this Section
10.4 of this Plan, all payments of a Participant's Deferred
Compensation Accounts will be made to the Participant. If a
Participant dies on any date prior to the date of the
completion of all such payments, all unpaid value in the
Participant's Deferred Compensation Accounts shall be paid to
the beneficiary designated for that purpose by the
Participant. If the Participant's designated beneficiary has
not survived the Participant, or the Participant has
designated no beneficiary for purposes of this Plan, such
payment will be made to the Participant's surviving spouse, if
any, or if the Participant has no surviving spouse to the
Participant's estate.
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10.5. Withholding. Withholding of taxes and other items required by
law shall be made from each payment of a Participant's
Deferred Compensation Account or from other payments due to
the Participant from MetLife, Inc., any MetLife Company, or
any Affiliate.
11. Loans and Assignments. The Plan shall make no loan, including any loan
on account of any Deferred Compensation Account, to any Participant or
any other person nor permit any Deferred Compensation Account to serve
as the basis or security for any loan to any Participant or any other
person. No Participant or any other person may sell, assign, transfer,
pledge, commute, or encumber any Deferred Compensation Account or any
other rights under this Plan.
12. Hardship Accommodations.
12.1. Upon the written request of an Eligible Associate or
Participant, the Plan Administrator may, in its sole
discretion and in light of any facts or considerations it
deems appropriate, find that the Eligible Associate or
Participant has suffered an Unforeseeable Emergency. In light
of such a finding, the Plan Administrator may, to the extent
the Plan Administrator determines necessary for the Eligible
Associate or Participant to address the Unforeseeable
Emergency, (a) suspend the deferral of receipt of Compensation
by the Eligible Associate or Participant pursuant to a
Deferral Election; and/or (b) to the extent the Plan
Administrator finds, in its sole discretion, that such a
suspension of deferral is insufficient to address the
Participant's Unforeseeable Emergency, accelerate the 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 required to satisfy the financial
consequences of the Unforseeable Emergency and amounts equal
to the withholding required by Section 10.5, and shall not
exceed the total value of the Deferred Compensation Accounts
under the Plan. No accommodation pursuant to this Section 12
shall be implemented in manner or at a time when prohibited or
punishable by any applicable MetLife Company policy or law,
including but not limited to law regarding trading of
securities on inside information and the exemptions therefrom.
12.3. If the Eligible Associate or Participant participates in any
other deferred compensation plan by virtue of employment with
any MetLife Company, the Plan Administrator may coordinate the
operation of this Section 12 with the operation or similar
provisions of any such other plan, including but not limited
to reducing the value of deferrals in ascending order of the
value of deferrals in each plan beginning with the plan in
which the individual's deferrals have the lowest value.
12.4. In the event that an acceleration of payment from the
Participant's Deferred Compensation Accounts is made, (a) the
value of the Participant's Deferred Cash Compensation Account
shall be reduced, and (b) if the reduction in the value of the
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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. Accelerated Payment. A Participant shall, upon written request, be paid
ninety per cent (90%) of the value of the Participant's Deferred
Compensation Accounts but shall forfeit ten per cent (10%) of the value
of the Participant's Deferred Compensation Accounts. Each participant
receiving such a payment under this Section 13 shall be ineligible to
participate in this Plan for such time as provided in Section 3 of this
Plan. No payment pursuant to this Section 13 shall be made in manner or
at a time when prohibited or punishable by any applicable MetLife
Company policy or law, including but not limited to law regarding
trading of securities on inside information and the exemptions
therefrom.
14. Change of Control.
14.1. The Plan Administrator shall transmit to each Eligible
Associate communications and documents necessary for each
Participant to complete a Change of Control Election
applicable to the Participant's Deferred Compensation
Accounts.
14.2. Each Change of Control Election shall indicate whether the
Participant wishes payment of Deferred Compensation Accounts
to be made under the circumstances described in Section 14.4
of this Plan.
14.3. Upon the occurrence of a Change of Control, Section 2.3 of
this Plan shall no longer be applicable to any rights,
including accrued Deferred Compensation Accounts, existing in
favor of any Participant as of the date before the Change of
Control.
14.4. Upon the occurrence of both (a) a Change of Control and (b) a
Participant's Employment Discontinuance on or after the Change
of Control but before the second anniversary of the Change of
Control, payment of all Deferred Compensation Accounts shall
be made in a lump sum to the Participant if the Participant's
Change of Control Election specifies that payment shall be
made in such circumstances.
14.5. Upon a Change of Control, the value of a Participant's
Deferred Stock Compensation Account shall immediately be
determined using the Change of Control Value price of MetLife
Stock on the date of the Change of Control. Thereafter, the
value of the Participant's Deferred Stock Compensation Account
shall be adjusted, and the form of payment of the Deferred
Stock Compensation Account shall be in a form, each as
determined prior to the Change of Control by the Plan
Administrator on a basis the Plan Administrator determines is
reasonable in light of the Change of Control. If the
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Plan Administrator makes no determination pursuant to the
foregoing prior to the Change of Control, after a Change of
Control the value of the Participant's Deferred Stock
Compensation Account shall be adjusted, and the form of
payment of the Deferred Stock Compensation Account shall be in
a form, each on a basis as is selected by the Participant from
among the same alternatives available at the time to the
Participant with regard to the Deferred Cash Compensation
Account.
15. Nature of Liability. All Deferred Compensation Accounts accrued under
this Plan on or after January 1, 2003 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 on or after
January 1, 2003 are subject to the claims of general creditors of
MetLife, Inc; all Deferred Compensation Accounts accrued under this
Plan prior to January 1, 2003 are subject to the claims of general
creditors of the company liable for such Deferred Compensation
Accounts. Notwithstanding the foregoing, if any MetLife Company
employing a Participant ceases to be an Affiliate, the Plan
Administrator may determine on or before the date of the transaction in
which the MetLife Company ceased to be an Affiliate (or afterward, with
the consent of an officer of MetLife, Inc.), that the liabilities
associated with some or all of the employees of that MetLife Company
who are Participants shall transfer from MetLife, Inc. to that MetLife
Company as of the date that MetLife Company ceases or ceased to be an
Affiliate.
16. No Guarantee of Employment; No Limitation on Employer Action. Nothing
in this Plan shall interfere with or limit in any way the right of any
employer to establish the terms and conditions of employment of any
individual, including but not limited to compensation and benefits, or
to terminate the employment of any individual, nor confer on any
individual the right to continue in the employ of any employer. Nothing
in this Plan shall limit the right of any employer to establish any
other compensation or benefit plan. No Deferred Compensation Account
shall be treated as compensation for purposes of a Participant's right
under any other plan, policy, or program, except as stated or provided
in such plan, policy, or program. Nothing in this Plan shall be
construed to limit, impair, or otherwise affect the right of any entity
to make adjustments, reorganizations, or changes to its capital or
business structure, or to merge, consolidate, dissolve, liquidate,
sell, or transfer all or any part of its business or assets.
17. Term of Plan. This Plan shall be effective in this restated form on
November 1, 2003, as approved by the Plan Administrator in accordance
with the terms of the Plan as amended and restated effective October
22, 2002, and shall continue in effect unless and until it is
terminated pursuant to its terms.
18. Governing Law. The Plan shall be construed in accordance with and
governed by New York law, without regard to principles of conflict of
laws.
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19. Entire Plan; Third Party Beneficiaries. This Plan document is the
entire expression of the Plan, and no other oral or written
communication, other than documents authorized under this Plan and
fulfilling its express terms, shall determine the terms of the Plan or
the terms of any agreement between an Eligible Associate or Participant
and a MetLife Company with regard to the Plan or Deferred Compensation
Accounts. There are no third party beneficiaries to this Plan, other
than Participants' respective beneficiaries designated under the terms
of this Plan.
20. Amendment and Termination. Except to the extent otherwise required by
law, the Plan Administrator may amend, modify, suspend, or terminate
this Plan at any time. Any such amendment or termination will not
reduce the amount in Deferred Compensation Accounts accrued under this
Plan prior to the execution of such amendment or termination. For
further clarification, except as stated in the sentence above (or as
provided in Section 14), amendments may otherwise be made to any and
all provisions of the Plan, including but not limited to amendments
affecting the time of distribution of Deferred Compensation Accounts,
affecting forms of distribution of Deferred Compensation Accounts, or
affecting any of the Investment Tracking Funds or any other means for
adjusting the value of Deferred Compensation Accounts.
21. 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 Annual Variable Incentive
Compensation Plan, the Corporate Investments Incentive Plan,
the Real Estate Investments Incentive Plan, the Agricultural
Investments Incentive Plan, the Individual Regional Executive
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. "Change of Control" shall mean the occurrence of any of:
21.3.1. any Person acquires "beneficial ownership" (within
the meaning of Rule 13d-3 under the Securities
Exchange Act of 1934, as amended ("Exchange Act")),
directly or indirectly, of securities of MetLife,
Inc. representing 25% or more of the combined Voting
Power of MetLife, Inc.'s securities;
21.3.2. within any 24-month period, the persons who were
directors of MetLife, Inc. at the beginning of such
period (the "Incumbent Directors") shall cease to
constitute at least a majority of the Board of
Directors of MetLife, Inc. (the "Board") or the board
of directors of any successor to MetLife, Inc.;
provided, however, that any director elected or
nominated for election to the Board by a
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majority of the Incumbent Directors then still in
office shall be deemed to be an Incumbent Director
for purposes of this subsection 21.3.2;
21.3.3. the stockholders of MetLife, Inc. approve a merger,
consolidation, share exchange, division, sale or
other disposition of all or substantially all of the
assets of MetLife, Inc. which is consummated (a
"Corporate Event"), and immediately following the
consummation of which the stockholders of MetLife,
Inc. immediately prior to such Corporate Event do not
hold, directly or indirectly, a majority of the
Voting Power of (1) in the case of a merger or
consolidation, the surviving or resulting
corporation, (2) in the case of a share exchange, the
acquiring corporation, or (3) in the case of a
division or a sale or other disposition of assets,
each surviving, resulting or acquiring corporation
which, immediately following the relevant Corporate
Event, holds more than 25% of the consolidated assets
of the MetLife, Inc. immediately prior to such
Corporate Event; or
21.3.4. any other event occurs which the Board declares to be
a Change of Control.
21.4. "Change of Control Election" shall mean a written document
executed by the Eligible Associate specifying the Eligible
Associate's instructions regarding the matters addressed by
Section 14.4 of this Plan.
21.5. "Change of Control Value" shall mean the highest price per
share of MetLife Stock offered in conjunction with any
transaction resulting in a Change of Control (as determined in
good faith by the Plan Administrator if any part of the
offered price is payable other than in cash) or, in the case
of a Change of Control occurring solely by reason of a change
in the composition of the Board of Directors of MetLife, Inc.,
the highest Closing Value of the MetLife Stock on any of the
30 trading days immediately preceding the date on which a
Change of Control occurs. For this purpose, the "Closing
Value" shall mean, on any date, the closing prices of MetLife
Stock as reported in the principal consolidated transaction
reporting system for the New York Stock Exchange (or on such
other recognized quotation system on which the trading prices
of MetLife Stock are quoted at the relevant time) on such
date, and in the event that there are no MetLife Stock
transactions reported on such tape (or such other system) on
such date, Closing Value shall mean the closing price on the
immediately preceding date on which MetLife Stock transactions
were so reported.
21.6. "Compensation" shall mean base salary, Cash Incentive
Compensation, and Stock Compensation payable by MetLife, Inc.
or an Affiliate.
21.7. "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.
21.8. "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.
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21.9. "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.
21.10. "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.
21.11. "Eligible Associate" shall mean an Officer or 090 Employee at
such times that Officer or 090 Employee is eligible to
participate in this Plan as provided in Section 3 of this
Plan.
21.12. "Employment Discontinuance" shall mean the termination of
employment with a MetLife Company or an Affiliate, other than
in connection with the transfer of employment to another
MetLife Company or any Affiliate.
21.13. "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.
21.14. "Investment Tracking" shall mean the adjustment of value to
reflect simulated investment performance.
21.15. "Investment Tracking Funds" shall mean those funds and
vehicles described in Section 6 of this Plan.
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.
21.18. "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.
21.19. "MetLife Stock" shall mean shares of common stock of MetLife,
Inc.
21.20. "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
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Term Performance Compensation Plan or the International Long
Term Performance Compensation Plan, notwithstanding the
individuals' Employment Discontinuance, for future payment
under either such plan.
21.21. "Participant" shall mean each Eligible Associate who has had
compensation deferred by operation of a deferral election
under this Plan.
21.22. "Person" shall have the meaning ascribed to such term in
Section 3(a)(9) of the Exchange Act, as supplemented by
Section 13(d)(3) of the Exchange Act, and shall include any
group (within the meaning of Rule 13d-5(b) under the Exchange
Act); provided, however, that "Person" shall not include (i)
MetLife, Inc. or any Affiliate of MetLife, Inc., (ii) the
MetLife Policyholder Trust (and any person(s) who would
otherwise be described herein solely by reason of having the
power to control the voting of the shares held by that trust),
or (iii) any employee benefit plan (including an employee
stock ownership plan) sponsored by MetLife, Inc. or any
Affiliate of MetLife, Inc.
21.23. "Plan" shall mean this MetLife Deferred Compensation Plan for
Officers.
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. "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.
21.26. "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.
21.27. "Retirement Plan" shall mean the Metropolitan Life Retirement
Plan for United States Employees.
21.28. "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)).
21.29. "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.
21.30. "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
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events beyond the control of the Participant, in any case that
is not or can not be relieved by the Participant through
reimbursement or compensation by insurance or otherwise,
liquidation of the Participant's assets (to the extent such
liquidation would not itself cause severe financial hardship),
and in any case solely to the extent consistent with the
grounds for action by the Plan Administrator under Section 12
of the Plan under law in light of the tax status of the Plan.
21.31. "Voting Power" shall mean such number of Voting Securities as
shall enable the holders thereof to cast all the votes which
could be cast in an annual election of directors of a company.
21.32. "Voting Securities" shall mean all securities entitling the
holders thereof to vote in an annual election of directors of
a company.
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; (b) 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 (c) deemed to
be an 090 Employee by the Plan Administrator in its
discretion.
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IN WITNESS WHEREOF, the Plan Administrator has executed this amended and
restated this MetLife Deferred Compensation Plan for Officers, effective
November 1, 2003.
PLAN ADMINISTRATOR
/s/ James N. Heston
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James N. Heston
Date: November 4, 2003
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Witness: /s/ Anna Miraglia
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