Exhibit 10.4
THE METLIFE NON-MANAGEMENT
DIRECTOR DEFERRED COMPENSATION PLAN
December 2006
IMPORTANT NOTICES
This Program Description provides an overview of the MetLife Non-Management
Director Deferred Compensation Plan (the "Plan"). It is also the official plan
document that legally governs the Plan. This Plan document will govern in every
respect and instance, and replaces and supersedes prior Plan documents.
This Program Description may be updated from time to time to implement changes
in the Plan. Fund performance data will be updated periodically. These updates
will constitute part of the Prospectus distributed with respect to the Plan.
The Plan Administrator may amend, alter or terminate the Plan in accordance with
its terms at any time and for any reason. The Plan was effective on January 1,
2005, and the Plan will continue in effect until it is amended, suspended, or
terminated according to its terms. This Plan was designed to replace the MetLife
Deferred Compensation Plan for Outside Directors and Article VII of the MetLife,
Inc. 2000 Directors Stock Plan, respectively, beginning with 2005 compensation
deferrals; earlier deferrals will remain governed by the earlier plans.
MetLife, Inc. will have the obligation to pay amounts deferred under the Plan.
MetLife, Inc.'s obligations are registered under the Securities Act of 1933, as
amended. Since this is an unfunded plan, your rights or claims against assets or
property are no greater than those of a general unsecured creditor of MetLife,
Inc. Your deferrals may gain or lose value over time; see "Investment Tracking
For Your Deferred Cash Accounts" and "MetLife Deferred Stock Accounts" below.
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 2006.
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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 The 2007 annual enrollment will be open December 1, 2006 -
December 29, 2006.
ENROLLMENT PERIOD FOR NEW Newly-appointed directors may make a deferral election for
DIRECTORS fees payable in the calendar year in which they are
elected, but must do so by the earlier of the next
Directors meeting attended for which they earn fees or the
30th day after appointment.
INVESTMENT TRACKING Your deferred cash compensation accounts will be credited
with gains and losses reflecting the performance of the
investment tracking funds and indices you select.
INVESTMENT TRACKING FUND Limited to a total of six times per year for future
CHANGES deferrals and existing account balances.
CHANGES IN AMOUNTS DEFERRED None allowed, except for hardship.
FORM OF DISTRIBUTION Your deferred cash compensation will be paid in cash at the
end of the deferral period. Your deferred awards of MetLife
Stock will be paid in the form of such stock, with imputed
reinvested dividends, at the end of the deferral period.
DISTRIBUTION:
- NUMBER Lump-sum payment or up to 15 annual installments.
- TIMING Beginning upon earlier of 60 days after termination of
service as a director or on a designated future date.
- HARDSHIP Immediate lump-sum payment (availability strictly limited).
CHANGES TO DISTRIBUTION DATE You may change the distribution date to a date at least
AND/OR NUMBER OF PAYMENTS five years later than the date you originally selected,
and/or change the number of payments. Your change will only
be effective if you submit your request no later than one
year before the earlier of the end of your service as a
director or the date of payment you originally selected.
TAXES Deferred compensation is taxable as ordinary income at the
time of distribution. Rollover to an IRA, qualified plan or
non-qualified plan is not permitted.
BENEFICIARY Upon your death, any existing account balances will be paid
to your designated beneficiary or beneficiaries 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.
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 full protection under the Employee Retirement Income
Security Act of 1974 (ERISA).
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).
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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; and
- - The future distribution date and number of payments for your MetLife
Deferred Stock Account.
Your deferral election form must be submitted during the enrollment period. If
you submit an election form that does not specify when payment is to be made,
payment will be made upon the termination of your service as a Non-Management
Director. If you submit an election form that does not specify the number of
installments in which payment should be made, payment will be made in a single
lump sum.
Before making your elections, you may wish to consult a tax or personal
financial advisor regarding all of the ramifications of deferral of compensation
under Internal Revenue Code Section 409A and all other requirements under law
for deferral of income taxation ("Legal Deferral Requirements").
All deferrals are subject to the terms of this Plan.
INCOME TAXES
Compensation is not subject to current taxation under federal and most state
income tax laws at the time it is deferred. Deferred compensation to
Non-Management Directors is not subject to Social Security or Medicare taxes,
but it is subject to tax under the Self-Employment Contributions Act (SECA) when
the amounts are includible in your income. You should consult with a tax or
personal financial advisor to determine whether you must pay SECA on these
amounts when received.
DEFERRAL AMOUNTS
During the annual enrollment period, you may elect to defer all or a portion of
your fees payable in the following year for services as a director of MetLife,
Inc. If you choose to defer any of your cash fees, you must defer at least
$10,000.
Once you elect your deferral amount, you may not change it. You may, however,
suspend deferrals in cases of extreme hardship as provided in the Plan. See
"Hardship Exceptions," below.
DEFERRED COMPENSATION ACCOUNTS
If you defer any or all of your cash compensation, a Deferred Cash Account in
your name for that year's deferrals will be established for record-keeping
purposes. If you defer any of your MetLife Stock compensation, a MetLife
Deferred Stock Account in your name for that year's deferrals will be
established for record-keeping purposes. You will receive account statements
annually.
Your accounts will be credited effective on the date on which your fees would
have been payable had you not elected to defer receipt of such fees.
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INVESTMENT TRACKING FOR YOUR DEFERRED CASH ACCOUNTS
Investment tracking is used as a device for adjusting the value of your Deferred
Cash Accounts, based on performance of the actual fund or index. Gains or
losses, measured on a daily basis, will be reflected in your account, in effect
"mirroring" the performance of the specified fund(s) or index(ices) you select.
Your deferred cash will not actually be invested in the funds or indices.
The Plan may be amended by the Plan Administrator to eliminate or replace any
investment tracking fund or index at any time. See "Plan Administrator" below.
You currently may select one or more of 13 investment tracking funds and
indices, each of which mirrors the performance of the actual fund or index.
ACTIVELY MANAGED FUNDS MARKET INDICES
- ---------------------- --------------
MetLife SIP Fixed Income Fund S&P 500(R) Index
Lord Abbett Bond Debenture Fund Russell 2000(R) Index
Oakmark Fund(R) Nasdaq Composite(R) Index
MetLife SIP Small Company Stock Fund MSCI EAFE(R) Index
Oakmark International Fund Lehman Brothers(R) Aggregate Bond Index
Merrill Lynch US High Yield Master II Index
MSCI Emerging Markets Index(SM)
SINGLE-STOCK FUND
- -----------------
MetLife Common Stock Fund*
Fund and index allocations must be made in multiples of 5%.
You may change your allocation among investment tracking funds and indices -
either with regard to future deferrals or your existing account - at any time
during the year by accessing the website www.benefitplanservices.com/metlife,
(click on Change Allocations) or by calling Benefit Plan Services, Inc. (BPSI)
at 1-800-340-8151, however, you may make no more than six changes per year. For
this purpose, all changes submitted on the same day will count as a single
change. You will receive confirmations of your changes shortly after they are
made. Allocations into and out of the MetLife Common Stock Fund must be
pre-cleared with the Corporate Secretary in accordance with the MetLife Insider
Trading Policy.
See below for information about the investment tracking funds and indices.
- ----------
* This investment tracking fund may be used to adjust the value of any or all
of your Deferred Cash Compensation Account. Values are tracked in this
investment tracking fund using the value and performance of MetLife Stock,
but payment is made in cash. Your MetLife Deferred Stock Account, which
consists of deferred MetLife Stock payments, is paid out in the form of
MetLife Stock.
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METLIFE DEFERRED STOCK ACCOUNTS
Your MetLife Deferred Stock Accounts will reflect the number of shares of
MetLife Stock you deferred, plus imputed reinvested dividends (on the same basis
as such dividends are paid on actual shares of MetLife Stock).
The value of your MetLife Deferred Stock Account will depend on the price of
MetLife Stock, which is affected by market conditions and other factors, such as
declared dividends. As a result, the value of your MetLife Deferred Stock
Account is anticipated to have a relatively high risk profile.
Your MetLife Deferred Stock Accounts will be appropriately adjusted (as
determined by the Governance Committee of the Board, or its successor) in the
event of any MetLife Stock dividend, MetLife Stock split, recapitalization
(including, but not limited, to the payment of an extraordinary dividend),
merger, consolidation, combination, or spin-off affecting MetLife, Inc.
capitalization, distribution of MetLife, Inc. assets to holders of MetLife Stock
(other than ordinary cash dividends), exchange of shares, or other similar
corporate change.
The performance of MetLife Deferred Stock Awards will be identical to that of
the MetLife Common Stock Fund, and is labeled the "MetLife Deferred Shares Fund"
in the "Total Return Historic Fund & Index Performance by Calendar Year" chart.
THE DISTRIBUTION DATES
For each of your Deferred Cash Accounts and your MetLife Deferred Stock Accounts
separately, you may choose to have your distributions begin either (1) on a
specific date no less than three years after the year of deferral (for example:
for payments attributable to services performed in 2007, the date you may choose
may not be earlier than 2011), or (2) upon the termination of your service as a
Non-Management Director of MetLife, Inc. (the date of your termination of
service will be determined in accordance with Legal Deferral Requirements). If
you choose to receive your account on a specific date, your account will be paid
to you on the earlier of (a) the date you selected, or (b) on the date of the
termination of your service as a director.
Once you have designated a distribution date, you cannot change it except as
described below under "Changing the Distribution Date And/Or Number of
Payments."
NUMBER OF PAYMENTS
You may elect to receive each of your account balances in either a lump-sum
payment or up to 15 annual installments. For each of your Deferred Cash
Accounts, each annual installment will be a fraction of the account's cash value
with one being the numerator and the number of payments remaining being the
denominator. For each of your MetLife Deferred Stock Accounts, each annual
installment will be a fraction of the number of shares of MetLife Stock
represented in the account, with one being the numerator and the number of
payments remaining being the denominator and disregarding any fraction of a
share until the last installment. For example, if you elect to receive 10 annual
payments,
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the first payment is equal to 1/10th of the account; the second payment is equal
to 1/9th of the account; and so on until final payment is made. For purposes of
Legal Deferral Rules, any payment option selected under this plan will be
considered to be a single payment form of benefit.
FORM OF PAYMENTS
All payments from your Deferred Cash Accounts (including portions invested in
the MetLife Common Stock Fund) will be made in cash. All payments from your
MetLife Deferred Stock Account will be made in MetLife Stock, except that
fractional shares will be paid in cash at the Closing Price of MetLife Stock on
the date of payment.*
TAXATION OF PAYMENTS
Generally, payments are subject to federal, state and local tax income taxes in
the year you receive the amounts. Rollover to an IRA, qualified plan or
non-qualified plan is not permitted.
CHANGING THE DISTRIBUTION DATE AND/OR NUMBER OF PAYMENTS
For each of your Deferred Cash Account and your MetLife Deferred Stock Account
for a given year, you may make changes only once, at which time you may change
either or both: (1) the date you have selected to receive payment of your
deferred compensation to a date at least five (5) years later than your original
selection; and/or (2) the number of payments you have chosen to receive (your
change may increase or decrease the number of payments). You must make all
changes to any particular account at the same time; provided, however, that your
changes are effective if you submit them no later than one year before the
earlier of the original date you had selected for payment or the date your
service as a Non-Management Director ends, and otherwise will not be effective.
All changes will be effective to the extent consistent with Legal Deferral
Requirements.
PAYMENT TO BENEFICIARIES
If you die before your distributions begin or are completed, the balance in your
accounts will be paid as a single lump sum to your beneficiary. If you have not
designated a beneficiary, or your beneficiary (or beneficiaries) die(s) before
you do, the balance in your accounts will be paid to your estate.
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
- ----------
* "Closing Price" means the closing price of a share of MetLife Stock as
reported in the principal consolidated transaction reporting system for the
New York Stock Exchange (or on such other recognized quotation system on
which the trading prices of shares of MetLife Stock are quoted at the
relevant time) on such date. In the event that there are no transactions of
MetLife Stock reported on such tape (or such other system) on such date,
Closing Price shall mean the closing price on the immediately preceding
date on which MetLife Stock transactions were so reported.
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Outside Directors (or, if you have not designated a beneficiary under that plan,
the beneficiary you have designated under the MetLife, Inc. 2000 Directors Stock
Plan, if any) will apply under this Plan.
You may designate your beneficiary(ies) during each annual enrollment period. If
you wish to change your beneficiary designations during the year you may access
the website www/benefitplanservices.com/metlife (by clicking on Beneficiary
Detail) or contact BPSI at 1-800-340-8151 and they will send you a form on which
you can make your new beneficiary elections.
LOANS
No loans may be taken from your accounts.
HARDSHIP EXCEPTIONS
In cases of extreme hardship, and consistent with legal requirements for
deferral of income taxation, the Plan Administrator may suspend deferrals or
make payments to you, reducing the value of your account. However, the total
amount suspended and paid cannot exceed the amount required to satisfy the
financial consequences of the hardship and tax withholding requirements.
UNFUNDED, UNSECURED OBLIGATIONS OF METLIFE, INC.
Deferrals under the Plan are unfunded and unsecured obligations of MetLife, Inc.
Your rights are those of a general unsecured creditor of MetLife, Inc. The Plan
is intended to be designed and administered in complete accordance with Legal
Deferral Requirements, but in no event will MetLife, Inc., any affiliate, or the
Plan be liable for any taxes, penalties, or other losses on account of the Plan
or its administration failing to comply with Legal Deferral Requirements.
ASSIGNMENT
No assignment or pledge of the right to receive the payment of amounts deferred
or any other rights under the Plan may be made.
QUALIFIED DOMESTIC RELATIONS ORDERS ("QDROs")
Deferred compensation will be distributed or attached to the extent required by
a QDRO.
PLAN ADMINISTRATOR
The Plan is administered by a Plan Administrator who may establish, amend or
rescind rules and regulations relating to the Plan. The Plan Administrator of
this Plan is also the Plan Administrator of the Metropolitan Life Retirement
Plan for U.S. Employees. The Employee Benefits Committee of the Metropolitan
Life Insurance Company appoints the Plan Administrator of the Retirement Plan,
who serves until such time as the Committee appoints a new Plan Administrator.
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To the extent consistent with law, including Legal Deferral Requirements, the
Plan Administrator may amend, modify, suspend, or terminate the Plan at any time
and for any reason. The Plan Administrator may not amend, modify or terminate
the Plan in a way that will reduce the amount that has been accrued in your
deferred compensation account prior to the effective date of the amendment,
modification or termination.
The determinations and interpretations of the Plan made by the Plan
Administrator shall be final, binding, and conclusive for all purposes under the
Plan. The Plan Administrator may prescribe forms for participants to take action
authorized or allowed under the Plan and may appoint agents and consult legal
counsel and other professionals to assist in administration of the Plan. The
Plan Administrator may, in his or her 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 will administer any claims under the Plan by following Section 503
of ERISA, any applicable regulations, and any other procedures the Plan
Administrator adopts.
The Plan Administrator may reject or reform a deferral election on any lawful
basis, and may conform any provision of the Plan to Legal Deferral Requirements.
Where consistent with such requirements, the Plan Administrator may pay deferred
compensation regardless of the participant's election for payment at another
time.
INVESTMENT TRACKING FUNDS AND INDICES - ADDITIONAL INFORMATION
Each investment tracking fund and index mirrors the performance of the actual
fund or index to which it refers. Following are descriptions and historic
performance data for the actual funds and indices, determined on a Total Return
basis. Total Return means the change in price or value, plus dividends (if any)
on a reinvested basis, less any management fees or expenses that apply under the
actual fund.
There is no guarantee that any of the funds will achieve its objectives or
increase in value. Except to the extent 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: The fund seeks to generate a predictable return
through a specified interest rate, with preservation of original principle
invested. The fund is reviewed periodically and may be changed, up or down as
appropriate based on a number of factors, including investment market conditions
and the performance of the fund managers. The fund invests in several MetLife
issued GIC (Guaranteed Investment Contracts) alternatives, which consist of
bonds, international securities, public utilities and similar corporate issues.
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
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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 substantially all (at least 80%) of its
net assets in debt securities of various types. 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
total 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 including common stocks, preferred stocks, convertible preferred
stocks, warrants and similar instruments. The fund may invest up to 15% of its
assets in credit default swaps. The fund may also invest up to 20% of its net
assets in debt and equity securities primarily traded in foreign countries. The
fund attempts to invest in securities selling at reasonable prices in relation
to the adviser's assessment of its potential value. (1, 2, 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. (4)
METLIFE SIP SMALL COMPANY STOCK FUND: This fund is an individually managed fund
that seeks to generate long-term growth of capital by investing in the stocks of
small U.S. companies with strong growth potential. The fund seeks to outperform
the Russell 2000(R) Growth Index, which measures the performance of small
company stocks with lower market capitalization. (5)
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. The fund may invest in mature markets
(e.g., Japan, Canada, United Kingdom) and in less developed markets (e.g.,
Mexico, Brazil, South Korea). Ordinarily, the fund will invest in the securities
of at least five countries outside the U.S. There are no geographic limits on
the fund's foreign investments, but the fund does not expect to invest more than
35% of its assets in securities of companies based in emerging markets. (3, 4)
MARKET INDEXES
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.
RUSSELL 2000(R) INDEX: This index measures stock performance of 2,000 smaller
U.S. companies with market capitalization under $2 billion as of May 31, 2006.
(5)
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, 6)
MSCI EAFE(R) INDEX: The Morgan Stanley Capital International Europe,
Australasia, Far East Index is a benchmark for developed market equity
performance, excluding the United States and Canada. (3)
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LEHMAN BROTHERS(R) AGGREGATE BOND INDEX: A benchmark index comprised of the
Lehman Brothers Government/Credit 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.
Lehman Brothers refers to this index as the Lehman Brothers U.S. Aggregate
Index. (1, 3)
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, 2)
MSCI EMERGING MARKETS INDEX(SM): The MSCI Emerging Markets Index is designed to
measure equity market performance in global emerging markets. As of June 2006,
the MSCI Emerging Markets Index consisted of the following 25 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 and Turkey. (3)
SINGLE-STOCK FUND
METLIFE COMMON STOCK FUND: The performance of this fund will depend on the price
of MetLife, Inc common stock, which is affected by market condition 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 also includes the value of reinvested dividends on MetLife, Inc.
common stock, if any.
(1) Invests in bonds and other fixed-income securities, which involve both
credit risk and market risk. Credit risk is the risk that the security's
issuer will not pay the interest, dividends or principal that it has
promised to pay. Market risk is the risk that the value of the security
will fall because of changes in market rates of interest or other factors.
Interest rate risk is the risk that values of fixed-income security may
fall as interest rates rise. This risk is greater for longer term
securities.
(2) Lower rated, high-yield debt securities generally involve a greater risk of
default by the issuer (i.e., higher credit risk). These securities may also
be subject to greater market price fluctuations than higher rated, lower
yielding debt securities.
(3) Securities of foreign issuers pose additional risks that are not associated
with U.S. domestic securities, such as changes in currency exchange rates,
different governmental regulations, fluctuating economic conditions,
accounting standards and political instability.
(4) Invests in stocks that tend to trade at lower prices relative to their
fundamental financial characteristics and are therefore considered under
valued. Value stocks can perform differently than other categories of
stocks (e.g., growth stocks) and can continue to be undervalued by the
market for long periods of time.
(5) 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.
(6) This index is comprised to a significant degree in technology issues. The
technology industry can be significantly affected by obsolescence, short
product cycles, failing 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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TOTAL RETURN
HISTORIC FUND & INDEX PERFORMANCE BY CALENDAR YEAR
As of September 30, 2006
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. More
information regarding the performance of the investment tracking funds may be
found at the "Plan Information" link located on your participant account Home
page at www.benefitplanservices.com/metlife.
YTD 2005 2004 2003 2002
----- ----- ----- ----- -----
ACTIVELY MANAGED FUNDS
MetLife SIP Fixed Income Fund(1) 3.72% 4.77% 4.51% 5.00% 5.80%
Lord Abbett Bond Debenture Fund(2) 5.51% 1.81% 8.43% 19.52% 1.28%
Oakmark Fund(R)(3) 9.20% -1.31% 11.73% 25.30% -14.41%
MetLife SIP Small Company Stock Fund(1) 3.79% 6.04% 10.79% 45.11% -19.98%
Oakmark International Fund(3) 19.14% 14.12% 19.09% 38.04% -8.46%
MARKET INDEXES
S&P 500(R) Index (4, 8) 8.53% 4.91% 10.88% 28.70% -22.10%
Russell 2000(R) Index (5, 8) 8.69% 4.55% 18.33% 47.25% -20.48%
Nasdaq Composite(R) Index (6, 8) 2.94% 2.17% 9.16% 50.01% -31.53%
MSCI EAFE(R) Index (7, 8) 14.49% 13.54% 20.25% 38.59% -15.94%
Lehman Brothers(R) Aggregate Bond Index(6) 3.06% 2.43% 4.34% 4.10% 10.25%
Merrill Lynch US High Yield Master II Index(6) 7.25% 2.72% 10.87% 28.15% -1.89%
MSCI Emerging Markets Index(SM)(7, 8) 12.39% 34.00% 25.55% 55.82% -6.17%
MetLife Deferred Shares Fund (9) 15.67% 22.21% 21.68% 25.38% -14.01%
MetLife Common Stock Fund (10)
(1) All performance shown for the MetLife SIP Fixed Income Fund and the MetLife
SIP Small Company Stock Fund are net of investment management fees and
other expenses. Both funds have been available as tracking funds in the
Plan since January 1, 1998. Returns in the MetLife SIP Fixed Income Fund
are credited to participants' balances by crediting a daily interest factor
that produces the effective annual return that is declared for the fund.
The effective annual interest rate for the MetLife SIP Fixed Income Fund is
currently 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 in the Plan since January 1, 1998.
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(4) The S&P 500 Index Fund has been available as a tracking fund in the Plan
since January 1, 2001. The MetLife SIP Common Stock Index Fund was
available in the Plan from January 1, 1998 through December 31, 2000. The
MetLife SIP Common Stock Index Fund was converted to the S&P 500 Index Fund
after the close of business on December 31, 2000.
(5) The Russell 2000 Index has been available as a tracking fund in the Plan
since January 1, 2001.
(6) The Nasdaq Composite Index, Lehman Brothers Aggregate Bond Index (Lehman
Brothers refers to this index as the Lehman Brothers U.S. Aggregate Index),
and Merrill Lynch US High Yield Master II Index have been available as
tracking funds in the Plan since January 1, 2001.
(7) The MSCI EAFE Index and the MSCI Emerging Markets Index have been available
as tracking funds in the Plan since January 1, 2001. The name of the MSCI
EMF Index tracking fund has been changed to MSCI Emerging Markets Index to
reflect the corresponding change of name in this MSCI market index.
(8) Investment-tracking on participants' accounts will be done using the Total
Return measure (the percentage change in the unit price, plus the impact of
reinvested dividends) for all funds, including the S&P 500 Index, Russell
2000 Index, Nasdaq Composite Index, MSCI EAFE Index, and MSCI Emerging
Markets Index tracking funds. Returns in this chart reflect the Total
Return measure for all periods shown for all funds except the Nasdaq
Composite Index, for which 2004 returns reflect the Total Return measure
and 2000-2003 returns reflect the Price Return measure. Total Return
information on the Nasdaq Composite Index is not available prior to 2004.
Investment-tracking for periods prior to January 2005 was done using the
Price Return measure (the percentage change in the unit price, without
reinvested dividends) for the S&P 500 Index, Russell 2000 Index, Nasdaq
Composite Index, MSCI EAFE Index, and MSCI Emerging Markets Index tracking
funds. The preceding sentence applies only to the MetLife Deferred
Compensation Plan for Officers and the MetLife Deferred Compensation Plan
For Outside Directors, which provided for deferral of compensation prior to
January 2005; performance charts in the program descriptions for elections
that were offered under those plans reflected the Price Return measure.
(9) The MetLife Deferred Shares Fund has been available as a tracking fund
since May 1, 2001 for MetLife Directors. The Performance data is obtained
from MetLife, Inc. Returns reflect the MetLife stock price (MET), including
reinvested dividends, as reported by MetLife, Inc.
(10) Performance data is obtained from MetLife, Inc. Returns reflect the MetLife
stock price (MET), including reinvested dividends, as reported by MetLife,
Inc.
Page 14
PROSPECTUS INFORMATION
In connection with the obligations of MetLife, Inc. under the Plan, the
following constitute the prospectus meeting the requirements of Section 10(a) of
the Securities Act of 1933, as amended:
1. The information set forth in this Program Description;
2. Any other written documents delivered to participants updating or revising
the information in item 1 above. Those documents will contain a legend
indicating that they constitute a part of the prospectus covering the
obligations being offered as permitted by the Plan;
3. Each of the following documents filed by MetLife, Inc. with the Securities
and Exchange Commission (the "Commission"), which are incorporated by
reference in this prospectus:
a) MetLife, Inc.'s Annual Report on Form 10-K for the year ended December
31, 2005;
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, 2005; and
c) All documents subsequently filed by MetLife, Inc. pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, as
amended, prior to the filing of a post-effective amendment which
indicates that all securities offered have been sold or which
de-registers all securities then remaining unsold.
You may obtain a copy of the above filings described in items 1 and 2, at no
cost, by calling BPSI at 1-800-340-8151. Filings described in item 3 and any
other documents MetLife, Inc. provides to its shareholders may be obtained, at
no cost, at www.metlife.com (by clicking on Investor Relations) or by calling
1-800-649-3593. You may also request copies of any of the above documents by
writing to the MetLife Corporate Secretary, 200 Park Avenue, New York, NY
10166-0188.
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IN WITNESS WHEREOF, this MetLife Non-Management Director Deferred Compensation
Plan, as amended and restated effective January 1, 2005, is approved.
PLAN ADMINISTRATOR
/s/ Margery Brittain
- -------------------------------------
Date: 11-2-06
-------------------------------
Witness: /s/ Rose Alston
----------------------------
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