The MetLife Non-Management
Director
Deferred Compensation Plan
Program Description and Plan
Document
December 2008
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,
authorized but unissued common stock, or shares obtained on the
open market.
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 document is December 2008.
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MetLife Non-Management Director
Deferred Compensation Plan
Plan At-a-Glance
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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.
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Directors of
MetLife, Inc. who are not employees of MetLife, Inc. or any of its
affiliates.
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• Deferral
amount
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• Investment
tracking funds (for cash deferrals)
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• Distribution
date
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• Number of
distribution payments
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Annual
Enrollment
Period for Incumbent
Directors
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Eligible
Directors will be notified of the annual enrollment in the calendar
year before deferrals begin.
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Enrollment
Period
for New Directors
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Newly-appointed
directors may make a deferral election for fees payable in the
calendar year in which they are elected, but must generally do so
by the earlier of :
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the
day before the first Directors meeting after appointment
or,
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the
30 th day after appointment.
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The value of
your deferred cash compensation accounts will fluctuate daily based
on the performance of the investment tracking funds and indices you
select.
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Investment
Tracking
Fund Changes
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Limited to a
total of six times per year for future deferrals and existing
account balances.
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Changes in
Amounts
Deferred
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None allowed,
except for hardship.
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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.
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Lump-sum
payment or up to 15 annual installments.
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Beginning upon
earlier of 60 days after termination of service as a director
or on a designated future date.
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Immediate
lump-sum payment (availability strictly limited).
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Changes to
Distribution Date and/or Number of Payments
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You may change
the distribution date to a date at least 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 distribution date you originally
selected.
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Deferred
compensation is taxable as ordinary income at the time of
distribution.
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Rollover to an
IRA, qualified plan or nonqualified plan is not
permitted.
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Upon your
death, any existing account balances will be paid to your
designated beneficiary or beneficiaries in a lump sum.
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The Plan is a
nonqualified, unfunded plan. Your accounts are maintained for
recordkeeping 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 fees 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.
The Plan is a
nonqualified plan that is unfunded and subject to the risks
described in this document. Amounts credited to an account are
solely for recordkeeping purposes. The Plan is not subject to
protection under the Employee Retirement Income Security Act of
1974 (ERISA).
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
Incumbent
Directors — Prior
to each year in which you receive fees for services you provide as
a Non-Management Director, you may defer all or a portion of the
fees payable as compensation for such services. Designations do not
carry over from year to year; you must make a new designation each
year.
New
Directors — In
general, you may defer all or a portion of your fees for services
in the calendar year you are appointed to the Board by submitting a
deferral election by the earlier of :
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the
day before the first Directors meeting following your appointment
or,
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the
thirtieth (30 th ) day after your
appointment.
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If a Directors
meeting occurs before the thirtieth (30 th )
day after your appointment and before you have filed a deferral
election, then, at the discretion of the Plan Administrator, you
may defer a prorated portion of your fees. The proration will be
determined according to the number of scheduled meetings for the
year of your appointment. You must submit your deferral election no
later than the thirtieth (30 th )
day after your appointment.
To defer your
cash compensation, you need to complete a deferral election form
specifying:
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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);
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The
investment tracking funds that will be used to adjust the value of
that Deferred Cash Account; and
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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:
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The
percentage of your MetLife Stock fees you want deferred into a
MetLife Deferred Stock Account; and
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The
future distribution date and number of payments for your MetLife
Deferred Stock Account.
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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.
Deferred
compensation is not subject to current taxation under federal and
most state income tax laws at the time it is deferred. However,
income and self-employment taxes will be due at the time payment is
made. Consult your financial advisor with any questions regarding
how and when you should make payment of your tax obligations
arising from payments under the Plan. Note that amounts payable
under the Plan may not be rolled-over into an IRA, qualified plan
or another nonqualified plan.
Neither
MetLife, Inc. nor any of its affiliates will be entitled to claim a
tax deduction for any compensation (plus earnings) the payment of
which is deferred under the terms of this Plan until the taxable
pe
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