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EXHIBIT 10.48
THE METLIFE DEFERRED COMPENSATION
PLAN FOR OUTSIDE DIRECTORS
2004
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IMPORTANT NOTICES
This Program Description provides an overview of the MetLife
Deferred
Compensation Plan for Outside Directors (the "Plan"). It is also
the official
plan document that legally governs the Plan. This plan document
will govern in
every respect and instance.
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
