THE METLIFE NON-MANAGEMENT
DIRECTOR DEFERRED COMPENSATION PLAN
December 2004
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.
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 is effective on January 1,
2005 (deferral elections may be made earlier), and the Plan will continue in
effect until 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 will be 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 2004.
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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 1, 2004 - December 31, 2004.
ENROLLMENT PERIOD FOR Newly-appointed directors may make a
NEW DIRECTORS deferral 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 30 days of 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 CHANGES Limited to a total of six times per year for
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 You may change the distribution date to a
DATE AND/OR NUMBER OF PAYMENTS date at least five years later than the date
you originally selected, and/or increase 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.
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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).
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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 made in a single lump
sum.
Before making your elections, you may wish to consult a tax or personal
financial advisor.
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.
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 on the date on which your fees would have been
payable had you not elected to defer receipt of such fees.
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
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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 one of the following 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 contacting Nonqualified Plan Services (NQPS) at (phone) (877)
855-6777 ext. 7, (fax) (314) 543-0229; however, you may make no more than six
changes per year. You will receive confirmation 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.
METLIFE DEFERRED STOCK ACCOUNTS
Your MetLife Deferred Stock Accounts will reflect the number of shares of 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.
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* 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 Stock, but payment is made in
cash. Your MetLife Deferred Stock Account, which consists of deferred Stock
payments, is paid out in the form of Stock.
Page 6
Your MetLife Deferred Stock Accounts will be appropriately adjusted (as
determined by the Governance Committee of the Board of Directors of MetLife,
Inc., 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 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 2005, the date you may choose
may not be earlier than 2009), or (2) upon the termination of your service as a
Non-Management Director of MetLife, Inc. 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, or (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 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, 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.
Page 7
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
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.
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 must increase and not 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.
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 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.
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* "Closing Price" means the closing price of a share of 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 Stock are quoted at the relevant time) on such date. In the
event that there are no transactions of 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 Stock transactions were so reported.
Page 8
You may designate your beneficiary(ies) during each annual enrollment period. If
you wish to change your beneficiary designations during the year, contact NQPS
at (877) 855-6777 ext. 7. NQPS 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.
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 will be given the opportunity to choose to have your deferred compensation
account paid to you if your service as a Non-Management Director ends within two
years of a change of control of MetLife, Inc.* Payment would be made shortly
after your service
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* "Change of Control" shall mean the occurrence of any of:
a. 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;
b. 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 of Directors of MetLife, Inc. by a 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;
c. 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
d. any other event occurs which the Board of Directors of MetLife, Inc.
declares to be a Change of Control.
Page 9
ends, and this election would take precedence over your usual deferral payment
election. You will be able to make this election only once and it will apply to
all of your deferred compensation accounts.
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 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 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 requirements for
deferrals. Where consistent with such requirements, the Plan Administrator may
pay deferred compensation regardless of the participant's election for payment
at another time.
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For purposes of the definition of Change of Control: 1) "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.; 2) "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; 3) "Voting Securities"
shall mean all securities entitling the holders thereof to vote in an annual
election of directors of a company; and 4) "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.
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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 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
Page 11
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. 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.
Page 12
(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, 2004
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.
YTD 2003 2002 2001 2000
------ ------ ------- ------- --------
ACTIVELY MANAGED FUNDS
MetLife SIP Fixed Income Fund(1) 3.36% 5.00% 5.80% 7.00% 6.70%
Lord Abbett Bond Debenture Fund(2) 4.07% 19.52% 1.28% -1.32% -0.95%
Oakmark Fund(R)(3) 3.04% 25.30% -14.41% 18.29% 11.78%
MetLife SIP Small Company Stock Fund(1) 0.93% 45.11% -19.98% -9.82% -12.72%
Oakmark International Fund(3) 5.33% 38.04% -8.46% -5.13% 12.50%
MARKET INDICES
S&P 500(R) Index(4, 9) 1.50% 28.70% -22.10% -11.89% -9.10%
Russell 2000(R) Index(5, 9) 3.71% 47.25% -20.48% 2.49% -3.02%
Nasdaq Composite(R) Index(6, 9) -4.97% 50.01% -31.53% -21.05% -39.29%
MSCI EAFE(R) Index(7, 9) 4.27% 38.59% -15.94% -21.44% -14.17%
Lehman Brothers(R) Aggregate Bond Index(6) 3.35% 4.10% 10.25% 8.44% 11.63%
Merrill Lynch US High Yield Master II Index(6) 6.05% 28.15% -1.89% 4.48% -5.12%
MSCI Emerging Markets Index(SM)(7, 9) 7.09% 55.82% -6.17% -2.62% -30.83%
MetLife Common Stock Fund(8) 14.79% 25.38% -14.01% -8.88% 145.56%
(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 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. The
declared rate for 2004 is 4.5%.
(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 since January 1, 1998.
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(4) The S&P 500 Index Fund has been available as a tracking fund 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 index 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
indices since January 1, 2001.
(7) The MSCI EAFE Index and the MSCI Emerging Markets Index have been available
as tracking indices since January 1, 2001. The name of the MSCI EMF Index
tracking index has been changed to MSCI Emerging Markets Index to reflect the
corresponding change of name in this MSCI market index.
(8) Performance data obtained from MetLife, Inc. Returns reflect the MetLife
stock price (MET), including reinvested dividends, as reported by MetLife, Inc.
The 2000 return is shown from the date of the Initial Public Offering, which was
April 5, 2000.
(9) 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 and indices, including the S&P 500 Index,
Russell 2000 Index, Nasdaq Composite Index, MSCI EAFE Index, and MSCI Emerging
Markets Index tracking funds and indices. Returns in this chart reflect the
Total Return measure for all periods shown for all funds and indices 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 under the prior plan, the MetLife Deferred Compensation Plan
for Outside Directors, was done for periods prior to January, 2005 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
indices, and performance charts in the program descriptions for that prior plan
reflected the Price Return measure.
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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 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, 2003;
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, 2003; 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 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, 200 Park Avenue, New
York, NY 10166-0188.
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