EXHIBIT 10.48
THE METLIFE DEFERRED COMPENSATION
PLAN FOR OUTSIDE DIRECTORS
2004
IMPORTANT NOTICES
This Program Description provides an overview of the MetLife Deferred
Compensation Plan for Outside Directors (the "Plan"). It is also the official
plan document that legally governs the Plan. This plan document will govern in
every respect and instance.
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.
MetLife, Inc. will have the obligation to pay amounts deferred under the Plan
from and after January 1, 2003. MetLife, Inc.'s obligations have been registered
under the Securities Act of 1933, as amended. Since this is an unfunded plan,
your rights or claims against assets or property are no greater than those of a
general creditor (see "Liability" on page 8).
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 2003.
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PLAN AT-A-GLANCE
PURPOSE To provide eligible directors with the opportunity to
defer their compensation payable in cash, thereby
deferring payment of federal and most state income
taxes on that amount.
ELIGIBILITY Directors of MetLife, Inc. who are not employees of
MetLife, Inc. or any of its affiliates.
ELECTION OPTIONS - Deferral amount
- Investment tracking funds
- Distribution date
- Number of distribution payments
ENROLLMENT PERIOD December 9, 2003 - December 31, 2003.
CHANGES TO DISTRIBUTION You may change either or both the date of payment (to
DATE AND/OR NUMBER OF a later date) and number of payments, but may do so
PAYMENTS only once for each year's deferrals and must do so no
later than 12 months prior to the date of payment you
originally selected.
INVESTMENT CREDITS Your deferred compensation account will be credited
with gains and losses reflecting the performance of
the investment tracking funds you select.
CHANGES IN AMOUNTS None allowed, except for hardship.
DEFERRED
INVESTMENT TRACKING Limited to a total of six times per year for either
FUND CHANGES future deferrals or existing account balances.
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.
- ACCELERATED Immediate lump-sum payment, 10% penalty.
- HARDSHIP Immediate lump-sum payment (availability strictly
limited).
TAXES Deferred compensation is taxable as ordinary income
at the time of distribution.
Rollover to an IRA, qualified plan or non-qualified
plan is not permitted.
BENEFICIARY Upon your death, any existing account balance will be
paid to your designated beneficiary in a lump sum.
PLAN FUNDING The Plan is a non-qualified, unfunded plan. Your
account is maintained for record-keeping purposes
only.
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METLIFE DEFERRED COMPENSATION PLAN FOR OUTSIDE DIRECTORS
The MetLife Deferred Compensation Plan for Outside Directors (the "Plan") allows
eligible directors to defer receiving a portion of their annual retainer,
committee chair, and meeting fees payable in cash, 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.
HOW THE PLAN WORKS
Prior to the year in which your cash fees would be payable, you may designate
all or a portion of those fees for deferral. Deferrals begin with the first fees
payable in cash 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.
If you were elected to the Board before October 1 of a given year, you may
designate all or a portion of your cash fees payable in that calendar year by
submitting a deferral election before the earlier of (1) the first meeting for
which you earn fees that you attend; or (2) the thirtieth day after you become
eligible to participate in the Plan. If you choose to defer any of your cash
fees, you must defer at least $10,000.
To defer your compensation, you need to complete a deferral election form
specifying:
- - The percentage of your cash fees you want deferred;
- - The investment tracking funds that will be used to adjust the value of
your deferred compensation account;
- - A future distribution date; and
- - The number of distribution payments.
The form must be submitted within the enrollment period.
The MetLife Deferred Compensation Plan for Outside Directors is a non-qualified
plan that is unfunded and subject to the risks described in this document.
Amounts credited to an account are solely for record-keeping purposes. The Plan
is not subject to protection under the Employee Retirement Income Security Act
of 1974 (ERISA). See also "Liability" on page 8.
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Before making your elections, you may wish to consult a tax or personal
financial advisor.
All deferrals are subject to the terms of the Plan, which are contained in this
document.
TAXES
Deferred compensation is not subject to current taxation under federal and most
state income tax laws until payment is made to you.
DEFERRAL AMOUNTS
Annually, you may elect to defer all or a portion of your fees payable in cash
in the following year for services as a director of MetLife, Inc., including
retainer fees, meeting fees, and committee chair fees. If you choose to defer
any of your cash fees, you must defer at least $10,000.
Once you elect your deferral amount, you may not change it except for suspension
of deferrals in cases of extreme hardship as provided in the Plan.
DEFERRED COMPENSATION ACCOUNT
A deferred cash account in your name will be established for record-keeping
purposes. You will receive account statements quarterly.
Your account will be credited on the date on which your deferred cash fees are
payable.
INVESTMENT TRACKING FUNDS
Investment tracking funds are used as a device for adjusting the value of your
account based on fund performance.
Each investment tracking fund reflects the investment returns of the actual fund
or index, which are measured on a daily basis. Gains or losses will be credited
or debited from your account, in effect "mirroring" the performance of the
specified fund or index. Your deferrals will not actually be invested in the
funds. If the aggregate performance of the funds mirrored by the investment
tracking funds you choose is positive, the value of your account will increase;
if it is negative, the value of your account will decrease.
The Plan may be amended in accordance with its terms to eliminate or replace any
investment tracking fund at any time.
You can select for your account one or more of 13 investment tracking funds,
each of which mirrors the performance of one of the following actual funds or
indexes.
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ACTIVELY MANAGED FUNDS
MetLife SIP Fixed Income Fund
Lord Abbett Bond Debenture Fund
Oakmark Fund(R)
MetLife SIP Small Company Stock Fund
Oakmark International Fund
SINGLE-STOCK FUND
MetLife Common Stock Fund
MARKET INDEXES
S&P 500(R)Index
Russell 2000(R)Index
Nasdaq Composite(R)Index
MSCI EAFE(R)Index
Lehman Brothers(R)Aggregate Bond Index
Merrill Lynch US High Yield Master II Index
MSCI EMF Index(SM)
Fund allocations must be made in multiples of 5%.
You may change your investment tracking funds - either with regard to future
deferrals or existing account - at any time during the year by contacting
Nonqualified Plan Services (NQPS) at (phone) (877) 855-6777, (fax) (314)
444-0428; 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
MetLife Corporate Secretary in accordance with the MetLife Inside Trading
Policy.
See page 10 for information about the investment tracking funds.
THE DISTRIBUTION DATE
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 2004, the
date you will choose may not be earlier than 2008), 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, and (b) within 60 days following the
termination of your service as a director.
Once you have designated a distribution date, you cannot change it except as
described below under "Changing the Distribution Date And/Or Number of
Payments."
NUMBER OF PAYMENTS
You may elect to receive your account balance in either a lump-sum payment or up
to 15 annual installments. Each annual installment will be a fraction of the
account balance with one being the numerator and the number of payments
remaining being the denominator. For example, if you elect to receive 10 annual
payments, the first payment is equal to 1/10th of the account balance; the
second payment is equal to 1/9th of the account balance; and so on until final
payment is made.
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FORM OF PAYMENTS
All payments will be made in cash.
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
You may make changes only once for each year's deferrals, at which time you may
change either or both: (1) the date you have selected to receive payment of your
deferred compensation; and/or (2) the number of payments you have chosen to
receive, so long as:
- - such changes are made at the same time at least 12 months before the
original date selected for payment; and
- - if you select a new date for payment, that date must be later than the
original date selected for payment.
OTHER PLAN FEATURES
PAYMENT TO BENEFICIARIES
If you die before commencement or completion of distributions, the balance in
your account will be paid as a single lump sum to your beneficiary. If you have
not designated a beneficiary, or your beneficiary dies before you do, your
account will be paid to your surviving spouse or, if you are not married at the
time, to your estate. A domestic partner is not considered a surviving spouse
under the Plan.
You may designate an individual, a trustee or your estate as your beneficiary,
and you may change your beneficiary at any time. Your beneficiary designation
will apply to current and all prior year deferrals under the Plan.
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. NQPS will send you a form on which you can make your new
beneficiary elections.
LOANS
No loans may be taken from your account.
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HARDSHIP EXCEPTIONS
In cases of extreme hardship, the Plan Administrator may suspend deferrals or
make payments to you, reducing the value of your account. However, the total
amount suspended and advanced cannot exceed the amount required to satisfy the
financial consequences of the hardship and tax withholding requirements.
ACCELERATED DISTRIBUTION
You may take a lump-sum distribution of your account at any time. However, you
will be charged a 10% penalty by the Plan Administrator.
LIABILITY
Deferrals under the Plan are unfunded and unsecured obligations of MetLife, Inc.
Your rights are those of a general 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.
INTENTIONALLY LEFT BLANK
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CHANGE OF CONTROL PROTECTION
You will have 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 ends, and this election would take precedence over your usual
deferral payment election. You will have the opportunity to make this election
only once for your entire deferred compensation account.
PLAN ADMINISTRATOR
The Plan is administered by a Plan Administrator who may establish, amend or
rescind rules and regulations relating to the Plan. The Plan Administrator of
this Plan is also the Plan Administrator of the Metropolitan Life Retirement
Plan for U.S. Employees. The Employee Benefits Committee of the Metropolitan
Life Insurance Company appoints the Plan Administrator of the Retirement Plan,
who serves until such time as the Committee appoints a new Plan Administrator.
The Plan Administrator may amend, modify, suspend, or terminate the Plan at any
time and for any reason, except as otherwise required by law. The Plan
Administrator, however, may not amend, modify or terminate the Plan in a way
that will reduce the
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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.
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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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.
INVESTMENT TRACKING FUNDS - ADDITIONAL INFORMATION
Each investment tracking fund mirrors the performance of the actual fund or
index it respectively tracks. Following are descriptions and performance data
for the actual funds and indexes.
There is no guarantee that any of the funds will achieve its objectives or
increase in value. Unless you choose the investment tracking fund for the
MetLife SIP Fixed Income Fund, your deferrals may lose value. Each actively
managed fund has investment management fees and/or other expenses associated
with it. The descriptions below are derived from information provided by the
funds or other sources deemed to be reliable.
ACTIVELY MANAGED FUNDS
METLIFE SIP FIXED INCOME FUND: This fund is an individually managed separate
account available under a Metropolitan Life Insurance Company group annuity
contract. The fund seeks to achieve the highest possible current income
consistent with the preservation of capital and predictable growth through a
stable interest rate by investing in Guaranteed Interest 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 of large cap companies. The fund may
also invest up to 20% of its net assets in foreign debt and equity securities.
(1,3)
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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. This index measures the
performance of Russell 2000 companies with higher price-to-book ratios and
higher forecasted growth values.(2)
OAKMARK INTERNATIONAL FUND: This fund is a mutual fund and seeks to achieve
long-term capital appreciation following a value style by investing primarily in
the common stocks of non-U.S. companies in mature and less-developed markets.
There are no limits on the geographic asset distribution, but the fund does not
expect to invest more than 5% of its assets in securities of companies in
emerging markets.(3)
MARKET INDEXES
S&P 500(R)INDEX: This index includes some of the 500 largest capitalized stocks
in the U.S. and is one of the most widely recognized 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 $1.3 billion.(2)
NASDAQ COMPOSITE(R)INDEX: The Nasdaq Composite Index measures all Nasdaq
domestic and international-based common-type stocks listed on the Nasdaq Stock
Market. The Nasdaq Composite includes over 4,000 companies. (3, 4)
MSCI EAFE(R)INDEX: The Morgan Stanley Capital International Europe, Australasia,
Far East Index is a benchmark of developed stock market 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, asset-backed
government and international agencies and mortgage-backed securities.
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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 EMF INDEX(SM): The MSCI EMF (Emerging Markets Free) Index is designed to
measure equity market performance in global emerging markets. As of April 2002,
the MSCI EMF Index consisted of the following 26 emerging market country
indices: Argentina, Brazil, Chile, China, Colombia, Czech Republic, Egypt,
Hungary, India, Indonesia, Israel, Jordan, Korea, Malaysia, Mexico, Morocco,
Pakistan, Peru, Philippines, Poland, Russia, South Africa, Taiwan, Thailand,
Turkey and Venezuela.(3)
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 conditions and other
factors, such as declared dividends. Like other individual stock funds, the
MetLife Common Stock Fund is anticipated to have a relatively high risk profile.
The performance of this fund includes the value of reinvested dividends, if any.
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(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, 2003
Past performance is not a guarantee of future results. Note: Unit values
fluctuate and amounts received upon distribution may be more or less than
deferrals and any matching contributions.
ACTIVELY MANAGED FUNDS YEAR-TO-DATE 2002 2001 2000 1999
- ---------------------------------------------- ------------ ------ ------ ------ ------
MetLife SIP Fixed Income Fund(1) 3.72% 5.80% 7.00% 6.70% 6.45%
Lord Abbett Bond Debenture Fund(2) 13.38% -9.63% -1.32% -0.95% 17.82%
Oakmark Fund(R)(3) 12.53% -14.72% 18.29% 11.78% -10.47%
MetLife SIP Small Company Stock Fund(1) 28.15% -19.98% -9.82% -11.36% 46.89%
Oakmark International Fund(3) 19.25% -9.32% -5.13% 12.50% 39.47%
MARKET INDEXES
S&P 500(R)Index(4) 13.20% -23.37% -11.89% -9.11% 20.88%
Russell 2000(R)Index(5) 27.30% -21.58% 2.49% -3.02% 21.26%
Nasdaq Composite(R)Index(5) 33.80% -31.53% -21.05% -39.29% 85.59%
MSCI EAFE(R)Index(6) 15.82% -17.52% -22.33% -15.52% 25.27%
Lehman Brothers(R)Aggregate Bond Index(7) 4.15% 11.38% 8.44% 11.63% -0.82%
Merrill Lynch US High Yield Master II Index(6) 20.40% -1.89% 4.34% -5.00% 2.51%
MSCI EMF Index(SM)(6) 29.29% -7.97% -4.78% -31.89% 63.70%
METLIFE COMMON STOCK FUND(8) 3.74% -14.55% -9.40% 145.56% --
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(1) MetLife SIP Fixed Income Fund has declared that its rate for 2003 is 5.00%.
Both the MetLife SIP Fixed Income Fund and Small Company Stock Fund are
individually managed separate accounts available under Metropolitan Life
Insurance Company group annuity contracts. All performance is shown net of
investment management fees and other expenses.
(2) The Lord Abbett Bond Debenture Fund (Lord Abbett Bond Debenture Portfolio of
the Met Investors Series Trust) is a mutual fund investment choice available
under various variable insurance contracts issued by Metropolitan Life Insurance
Company and its affiliates. The Loomis Sayles High Yield Bond Portfolio of the
Metropolitan Series Fund was merged into the Lord Abbett Bond Debenture
Portfolio after the close of business on April 26, 2002. Performance for the
Lord Abbett Bond Debenture Portfolio includes performance of the Loomis Sayles
High Yield Bond Portfolio prior to April 27, 2002, and performance of the Lord
Abbett Debenture Portfolio after April 26, 2002. All performance is shown net of
the Lord Abbett Bond Debenture Portfolio's investment management fees and other
expenses.
(3) The Oakmark Fund and the Oakmark International Fund are mutual funds. All
performance is shown net of investment management fees and other expenses.
(4) Performance data for all years are based on the records of Nonqualified Plan
Services (NQPS), except 2001, which is from a public source.
(5) Performance data for 2002 is based on the records of NQPS. All other data
are from public sources.
(6) Performance data are based on the records of NQPS.
(7) Performance data are based on information from a public source.
(8) Performance data obtained from MetLife, Inc. 2000 performance is shown from
April 5, 2000, the date of the Initial Public Offering. The performance data
provided here for all periods presented includes the reinvestment of dividends.
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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, 2002;
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, 2002; 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, 1 Madison Avenue, New
York, NY 10010.
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IN WITNESS WHEREOF, the Plan Administrator has executed this amended and
restated this MetLife Deferred Compensation Plan for Outside Directors,
effective December 9, 2003.
PLAN ADMINISTRATOR
/s/ James N. Heston
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James N. Heston
Date: 12/12/03
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Witness: /s/ Teresa Porochnia
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