exv10w53





Exhibit 10.53



The MetLife Non-Management Director

Deferred Compensation Plan




Program Description and Plan Document

December 2008





 









 













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, 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




	 	 	 
	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 for Incumbent
 Directors

	 	Eligible Directors will be notified of the annual enrollment in the calendar
year before deferrals begin.
	 
	 	 
	Enrollment Period 

for New Directors

	 	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:
	 
	 	 






	 	•	 	the day before the first Directors meeting after appointment or,
	 
	 	•	 	the 30th day after appointment.





	 	 	 
	Investment Tracking

	 	The value of your deferred cash compensation accounts will fluctuate daily
based on the performance of the investment tracking funds and indices you
select.
	 
	 	 
	Investment Tracking 

Fund Changes

	 	Limited to a total of six times per year for future 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
and/or Number of
Payments

	 	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.
	 
	 	 
	Taxes

	 	Deferred compensation is taxable as ordinary income at the time of distribution.
	 
	 	 
	 

	 	Rollover to an IRA, qualified plan or nonqualified 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 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).




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



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:





	 	•	 	the day before the first Directors meeting following your appointment or,
	 
	 	•	 	the thirtieth (30th) day after your appointment.




If a Directors meeting occurs before the thirtieth (30th) 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 (30th) day after your appointment.




All Directors



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);
	 
	•	 	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).




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



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 period in which the payments are includible in the taxable income of a participant.
The deduction can be claimed only in the amount that such income is included in such participant’s
income.




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.




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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 recordkeeping 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 recordkeeping 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.




Investment Tracking For Your Deferred Cash Accounts



Investment tracking funds are used as a device for adjusting the value of your Deferred Cash
Accounts, from the time contributions are made until the time payments are made from your Deferred
Cash Accounts, based on fund performance.



Each investment tracking fund reflects the investment returns of the actual fund or index,
including any management fees and/or other expenses that apply to the actual fund. Returns are
measured each day the relevant stock exchange is open. Your account will fluctuate based on the
fund’s performance (gains or losses) in effect “mirroring” the performance of the specified fund or
index, determined on a Total Return basis. “Total Return” reflects the change (plus or minus) in
price or value, plus dividends (if any) on a reinvested basis. Your deferred cash account 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.



You may change your investment tracking funds — either with regard to future deferrals or your
existing account — at any time during the year by accessing the Plan’s website or by calling the
participant service center. 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 can elect to
track your account against one or more of the investment tracking funds, and fund allocations must
be made in multiples of 5%. If you have provided your e-mail address, you will receive
confirmation of your changes shortly after they are made.



Under MetLife’s Insider Trading Policy, active Directors are required to obtain pre-clearance from
the MetLife Corporate Secretary before transferring funds into or out of the MetLife Common Stock
Fund or changing the percentage of future deferred fees that will be allocated to the MetLife
Common Stock Fund.



Detailed information about the available investment tracking funds will be provided to you. This
will include descriptions and historic performance. The Plan Administrator may change, eliminate
or replace any investment tracking fund or index at any time. When the Plan Administrator has
determined to make a change, you will be informed and you will be given an opportunity to change
your investment tracking selections to the extent they are affected by the change.




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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 Account 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.




Distribution Dates



For each of your Deferred Cash Accounts and your MetLife Deferred Stock Accounts, you may choose to
have your distributions begin either (1) on a specific date no less than three years after the year
of deferral, 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, 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 Requirements, any payment option selected under this plan will be
considered to be a single payment form of benefit.




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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.*




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 only
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 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 update or designate your beneficiary(ies) during each annual enrollment period. If you
wish to change your beneficiary designations during the year you may do so by accessing the Plan
recordkeeper’s website or by calling the Participant Service Center.






 




			
	*	 	“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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Loans



No loans may be taken from your accounts.




Hardship Exceptions



In cases of extreme hardship, and consistent with Legal Deferral Requirements for deferral of
income taxation, the Plan Administrator may suspend deferrals or make payments to you, reducing the
value of your account. However, the total amount suspended and advanced cannot exceed the amount
required to satisfy the financial consequences of the hardship and tax withholding requirements.




Unfunded, Unsecured Obligations of MetLife, Inc.



Deferrals under the Plan are unfunded and unsecured obligations of MetLife, Inc. Your rights are
those of a general unsecured creditor of MetLife, Inc. 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. The total
amount of deferrals under the Plan will depend on participant elections. There are no fees charged
to you for participation in the Plan.




Assignment



No assignment, hypothecation, or pledge of the right to receive the payment of amounts deferred or
any other rights under the Plan may be made. The Plan does not provide for the creation of a lien
on any account.




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 Plan Administrator
acts through an individual who is an employee of an affiliate of MetLife, Inc. and an officer of
one or more affiliates of MetLife, Inc. 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.



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




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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.




Additional Information



Additional information about the Plan will be provided to you from time to time. To the extent
that information is part of a prospectus for the Plan, it will include a notice to that effect.




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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	 
	Margery Brittain 	 
	 
	 	 	 
	Date:	December 9, 2008	 
	 
	 	 	 
	Witness:  	/s/ Bonita Haskins	 
	 




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