METROPOLITAN LIFE INSURANCE COMPANY
LONG TERM PERFORMANCE COMPENSATION PLAN
(FOR PERFORMANCE PERIODS STARTING ON OR AFTER JANUARY 1, 2000)
I. PURPOSE OF THE PLAN
- Align management with policyholders' interests
- Provide competitive levels of total pay for senior executives for
competitive levels of performance
- Encourage a long term strategic perspective
- Encourage/reward performance that supports the Company's long term
performance results
- Attract and promote retention of key executives with long term
business perspective
II. PARTICIPATION
The Board of Directors will determine the levels of Officers and others
eligible to participate in the Plan for each performance period. An
individual who becomes a participant in the Plan will participate prorata
in any performance period then in progress from the effective date of
participation. Upon the recommendation of the Chief Executive Officer, the
Board of Directors may determine participation on a basis other than
proration. Participants' incentive opportunities under the Plan shall not
be vested or assignable in any respect.
III. PERFORMANCE PERIODS
The period over which long term performance shall be measured is three
years. Each performance period will begin on January 1.
IV. TARGET INCENTIVE OPPORTUNITIES
The Nominating and Compensation Committee (the 'Committee') will establish
the incentive opportunity for each level of Plan participant for each
performance period.
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The schedule of target percentage opportunities for the various levels of
participants is:
GRADE LEVEL (CURRENT TITLE) TARGET PERCENTAGE OPPORTUNITY
--------------------------- -----------------------------
41 (Chief Executive Officer) 250%
40 (President) 200%
39 (Senior Executive Vice President) 185%
38 (Executive Vice President 150%
36/37 (Senior Vice President) 95%
33-35 (Vice President/Sr. Vice President) 30%/65%/85%
At the beginning of each plan period, management recommends individual
incentive opportunities for each participant. These incentive
opportunities may be higher or lower than the above targets established
for the various levels based on the individual's relative contribution to
or impact on long term business results, the individual's potential and
the individual's level of personal performance.
The incentive opportunity ($) for each participant is determined by
multiplying the applicable percentage for the individual by the
individual's average base salary over the performance period. If the
participant was not an employee of the Company at the beginning of the
performance period, the Committee, at the Chief Executive Officer's
recommendation, will determine in its discretion, the appropriate
incentive opportunity.
The total incentive opportunity for any performance period is equal to the
total of the incentive opportunities of all individuals participating in
that performance period.
Where an individual changes participation levels or becomes a participant
in the Plan for the first time during a performance period, incentive
opportunities are prorated accordingly.
V. GUIDELINES FOR DETERMINING CORPORATE PERFORMANCE
At the beginning of each performance period, the Nominating and
Compensation Committee will determine the measures and specific goals for
that plan period. The measures for the Plan will include both financial
and strategic business goals against which corporate performance will be
measured.
Performance assessment at the end of each period will consider achievement
of established goals. In addition to performance as measured against these
goals, the
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overall assessment will involve the broad discretion and judgment of the
Committee and may take into account changes in corporate strategy and in
the market, economic, tax and regulatory environment during the
performance period. The Committee will determine a corporate performance
percentage that may vary between 0% and 200%.
VI. AWARDS
Following the end of each performance period the Committee will determine
the amount which may be awarded to the participants with respect to such
period. Such amount will be the incentive opportunities multiplied by the
corporate performance percentage. The Committee will recommend individual
awards to the Board. These awards will generally be equal to the
participant's incentive opportunity multiplied by the corporate
performance percentage. However, line of business performance, changes in
an individual's responsibilities, or individual performance may be taken
into account when determining individual awards. The Committee has
discretion in determining the amount of any recommended award, may decline
to recommend an award, and may modify the time of payment of any award.
The payment of any awards as a result of performance under the Plan for
the 2000 - 2002 performance period will be paid out in 2003. It is
anticipated that a portion of any individual award paid out in 2003 will
be payable in MetLife, Inc. stock.
No amount shall become payable unless it is approved by the Board in its
discretion and no award may be made unless the participant was an employee
of the Company or a subsidiary at the end of the performance period or
died, retired or became totally disabled during such period while such an
employee.
A participant who retires, dies or becomes totally disabled while such an
employee during the course of a performance period may be granted for such
performance period, at the discretion of the Board, a pro rata portion of
the full award that would have been payable if such event had not
occurred, or at the recommendation of the Chief Executive Officer, an
award may be recommended on other than a pro rata basis.
Awards under the Plan will not be taken into account for purposes of
determining the level of Insurance and Retirement benefits and
contributions to the Savings and Investment Plan.
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VII. ROLE OF THE COMMITTEE
The Committee exercises overall responsibility and has broad discretion
with respect to all aspects of the Plan and for performance assessment.