MET INVESTORS SERIES TRUST
DEFERRED COMPENSATION PLAN
AGREEMENT, made on this ___ day of __________ __, 2000, by and between
Met Investors Series Trust, a registered open-end investment company (the
"Trust"), and (the "Trustee").
WHEREAS, the Trustee is serving as a trustee of the Trust for which he is
entitled to receive trustees' fees; and
WHEREAS, the Trust and the Trustee desire to permit the Trustee to
defer receipt of trustees' fees payable by the Trust;
NOW, THEREFORE, in consideration of the mutual covenants and
obligations set forth in this Agreement, the Trust and the Trustee hereby agree
as follows:
1. DEFINITION OF TERMS AND CONDITIONS
1.1 Definitions. Unless a different meaning is plainly implied by the
context, the following terms as used in this Agreement shall have the meanings
specified below:
(a) "Beneficiary" shall mean such person or persons designated pursuant to
Section 4.3 hereof to receive benefits after the death of the Trustee.
(b) "Code" shall mean the Internal Revenue Code of 1986, as amended from
time to time, or any successor statute.
(c) "Compensation" shall mean the amount of trustees' fees that would be
paid by the Trust to the Trustee during a Deferral Year prior to reduction for
Compensation Deferrals made under this Agreement.
(d) "Compensation Deferral" shall mean the amount or amounts of the
Trustee's Compensation deferred under the provisions of Section 3 of this
Agreement.
(e) "Deferral Account" shall mean the account maintained to reflect the
Trustee's Compensation Deferrals made pursuant to Section 3 hereof and any other
credits or debits thereto.
(f) "Deferral Year" shall mean each calendar year during which the Trustee
makes, or is entitled to make, Compensation Deferrals under Section 3 hereof.
(g) "Valuation Date" shall mean the last business day of each calendar year
and any other day upon which the Trust makes a valuation of the Deferred
Account.
1.2 Plurals and Gender. Where appearing in this Agreement the singular
shall include the plural and the masculine shall include the feminine, and vice
versa, unless the context clearly indicates a different meaning.
1.3 Headings. The headings and sub-headings in this Agreement are
inserted for the convenience of reference only and are to be ignored in any
construction of the provisions hereof.
2. PERIOD DURING WHICH COMPENSATION DEFERRALS ARE PERMITTED
2.1 Commencement of Compensation Deferrals. The Trustee may elect, on a
form (Attachment A) provided by, and submitted to, the Secretary of the Trust,
to commence Compensation Deferrals under Section 3 hereof for the period
beginning on the later of (i) the date this Agreement is executed or (ii) the
date such form is submitted to the Secretary of the Trust.
2.2 Termination of Deferrals. The Trustee shall not be eligible to make
Compensation Deferrals after the earlier of the following dates:
(a) The date on which he ceases to serve as a Trustee of the Trust; or
(b) The effective date of the termination of this Agreement.
3. COMPENSATION DEFERRALS
3.1 Compensation Deferral Elections.
(a) Except as provided below, a deferral election on the form described in
Section 2.1 hereof, must be filed with the Secretary of the Trust prior to the
first day of the Deferral Year to which it applies. The form shall set forth the
amount of such Compensation Deferral (in whole percentage amounts). Such
election shall continue in effect for all subsequent Deferral Years unless it is
canceled or modified as provided below. Notwithstanding the foregoing, (i) any
person who is elected to the Board during a fiscal year of the Trust may elect
before becoming a Trustee or within 30 days after becoming a Trustee to defer
any unpaid portion of the retainer of such fiscal year and the fees for any
future meetings during such fiscal year by filing an election form with the
Secretary of the Trust, and (ii) Trustees may elect to defer any unpaid portion
of the retainer for the fiscal year in which Deferred Compensation Agreements
are first authorized by the Board and any unpaid fees for any future meetings
during such fiscal year by submitting an election form to the Secretary of the
Trust within 30 days of such authorization.
(b) Compensation Deferrals shall be withheld from each payment of
Compensation by the Trust to the Trustee based upon the percentage amount
elected by the Trustee under Section 3.1 (a) hereof.
(c) The Trustee may cancel or modify the amount of his Compensation
Deferrals on a prospective basis by submitting to the Secretary of the Trust a
revised Compensation Deferral election form. Subject to the provisions of
Section 4.2 hereof, such change will be effective as of the first day of the
Deferral Year following the date such revision is submitted to the Secretary of
the Trust.
3.2 Valuation of Deferral Account.
(a) The Trust shall establish a bookkeeping Deferral Account to which will
be credited an amount equal to the Trustee's Compensation Deferrals under this
Agreement. Compensation Deferrals shall be allocated to the Deferral Account on
the day such Compensation Deferrals are withheld from the Trustee's Compensation
and shall be credited with interest pursuant to Section 3.3, below, as of the
same day. The Deferral Account shall be debited to reflect any distributions
from such Account. Such debits shall be allocated to the Deferral Account as of
the date such distributions are made.
(b) As of each Valuation Date, income attributable to the period following
the next preceding Valuation Date shall be credited to the Trustee's Deferral
Account.
3.3 Interest on Deferral Account Balance.
The Compensation Deferrals of a Trustee under this Agreement shall be
continuously credited with earnings in an amount determined by multiplying the
balance credited to the Deferral Account by an interest rate equal to the yield
from time to time on 90-day U.S. Treasury Bills.
The Secretary of the Trust shall provide an annual statement to the
Trustee showing such information as is appropriate, including the aggregate
amount of the Deferral Account, as of a reasonably current date.
4. DISTRIBUTIONS FROM DEFERRAL ACCOUNT
4.1 In General. As elected by the Trustee on Attachment A,
distributions from the Trustee's Deferral Account may be paid in a lump sum or
in installments, commencing on or as soon as practicable after a date specified
by the Trustee, which may not be sooner than the earlier of the first business
day of January following (a) a date five years following the deferral election,
or (b) the year in which the Trustee ceases to be a member of the Board of
Trustees of the Trust. Such distribution election shall apply to all
Compensation Deferrals of the Trustee under this Agreement. The distribution
election can be changed by submitting to the Secretary of the Trust a revised
election form. Such change will be effective upon receipt. Notwithstanding the
foregoing, in the event of the liquidation, dissolution or winding up of the
Trust or the distribution of all or substantially all of the Trust's assets and
property relating to one or more series of its shares to the shareholders of
such series (for this purpose a sale, conveyance or transfer of the Trust's
assets to a trust, partnership, association or corporation in exchange for cash,
shares or other securities with the transfer being made subject to, or with the
assumption by the transferee of, the liabilities of the Trust shall not be
deemed a termination of the Trust or such a distribution), all unpaid amounts in
the Deferral Account as of the effective date thereof shall be paid in a lump
sum on such effective date. In addition, upon application by a Trustee and
determination by the Chairman of the Board of Trustees of the Trust that the
Trustee has suffered a severe and unanticipated financial hardship, the
Secretary may distribute to the Trustee, in a single lump sum, an amount equal
to the lesser of the amount needed by the Trustee to meet the hardship plus
applicable income taxes payable upon such distribution, or the balance of the
Trustee's Deferral Account.
4.2 Death Prior to Complete Distribution of Deferral Account. Upon the
death of the Trustee (whether prior to or after the commencement of the
distribution of the amounts credited to his Deferral Account), the balance of
such Account shall be distributed to his Beneficiary in a lump sum as soon as
practicable after the Trustee's death.
4.3 Designation of Beneficiary. For purposes of Section 4.3 hereof, the
Trustee's Beneficiary shall be the person or persons so designated by the
Trustee in a written instrument (Attachment B) submitted to the Secretary of the
Trust. In the event the Trustee fails to properly designate a Beneficiary, his
Beneficiary shall be his surviving spouse, or if none exists, his estate.
5. AMENDMENT AND TERMINATION
5.1 The Board of Trustees of the Trust may at any time in its sole
discretion amend or terminate this Plan; provided, however, that no such
amendment or termination shall adversely affect the right of Trustees to receive
amounts previously credited to their Deferral Accounts.
6. MISCELLANEOUS
6.1 Rights of Creditors.
(a) This Agreement is an unfunded and nonqualified deferred
compensation arrangement. Neither the Trustee nor other persons shall have any
interest in any specific asset or assets of the Trust by reason of any Deferral
Account hereunder, nor any rights to receive distribution of his Deferral
Account except as and to the extent expressly provided hereunder. The Trust
shall not be required to purchase, hold or dispose of any investments pursuant
to this Agreement; however, if in order to cover its obligations hereunder the
Trust elects to purchase any investments the same shall continue for all
purposes to be a part of the general assets and property of the Trust, subject
to the claims of its general creditors and no person other than the Trust shall
by virtue of the provisions of this Agreement have any interest in such assets
other than an interest as a general creditor.
(b) The rights of the Trustee and the Beneficiaries to the
amounts held in the Deferral Account are unsecured and shall be subject to the
creditors of the Trust. With respect to the payment of amounts held under the
Deferral Account, the Trustee and his Beneficiaries have the status of unsecured
creditors of the Trust. This Agreement is executed on behalf of the Trust by an
officer of the Trust as such and not individually. Any obligation of the Trust
hereunder shall be an unsecured obligation of the Trust and not of any other
person.
6.2 Agents. The Trust may employ agents and provide for such clerical,
legal, actuarial, accounting, advisory or other services as they deem necessary
to perform their duties under this Agreement. The Trust shall bear the cost of
such services and all other expenses incurred in connection with the
administration of this Agreement.
6.3 Incapacity. If the Trust shall receive evidence satisfactory to it
that the Trustee or any Beneficiary entitled to receive any benefit under this
Agreement is, at the time when such benefit becomes payable, a minor, or is
physically or mentally incompetent to give a valid release therefor, and that
another person or an institution is then maintaining or has custody of the
Trustee or Beneficiary and that no guardian, committee or other representative
of the estate of the Trustee or Beneficiary shall have been duly appointed, the
Trust may make payment of such benefit otherwise payable to the Trustee or
Beneficiary to such other person or institution, including a custodian under a
Uniform Gifts to Minors Act, or corresponding legislation (who shall be a
guardian of the minor or a trust company), and the release of such other person
or institution shall be a valid and complete discharge for the payment of such
benefit.
6.4 Cooperation of Parties. All parties to this Agreement and any
person claiming any interest hereunder agree to perform any and all acts and
execute any and all documents and papers which are necessary or desirable for
carrying out this Agreement or any of its provisions.
6.5 Governing Law. This Agreement is made and entered into in the State of
California and all matters concerning its validity, construction and
administration shall be governed by the laws of the State of California.
6.6 No Guarantee of Trusteeship. Nothing contained in this Agreement
shall be construed as a guaranty or right of any Trustee to be continued as a
Trustee of the Trust (or of a right of a Trustee to any specific level of
Compensation) or as a limitation of the right of any of the Trust, by
shareholder action or otherwise, to remove any of its trustees.
6.7 Counsel. The Trust may consult with legal counsel with respect to
the meaning or construction of this Agreement, its obligations or duties
hereunder or with respect to any action or proceeding or any question of law,
and it shall be fully protected with respect to any action taken or omitted by
them in good faith pursuant to the advice of legal counsel.
6.8 Spendthrift Provision. The Trustees' and Beneficiaries' interests
in the Deferral Account shall not be subject to anticipation, alienation, sale,
transfer, assignment, pledge, encumbrance, or charges and any attempt so to
anticipate, alienate, sell, transfer, assign, pledge, encumber or charge the
same shall be void; nor shall any portion of any such right hereunder be in any
manner payable to any assignee, receiver or trustee, or be liable for such
person's debts, contracts, liabilities, engagements or torts, or be subject to
any legal process to levy upon or attachment.
6.9 Notices. For purposes of this Agreement, notices and all other
communications provided for in this Agreement shall be in writing and shall be
deemed to have been duly given when delivered personally or mailed by United
States registered or certified mail, return receipt requested, postage prepaid,
or by nationally recognized overnight delivery service, addressed to the Trustee
at the home address set forth in the Trust's records and to the Trust at its
principal place of business, provided that all notices to the Trust shall be
directed to the attention of the Secretary of the Trust or to such other address
as either party may have furnished to the other in writing in accordance
herewith, except that notice of change of address shall be effective only upon
receipt.
6.10 Entire Agreement. This Agreement including the Attachments contain
the entire understanding between the Trust and the Trustee with respect to the
payment of nonqualified elective deferred compensation by the Trust to the
Trustee.
6.11 Interpretation of Agreement. Interpretation of, and determinations
related to, this Agreement made by the Trust in good faith, including any
determinations of the amounts of the Deferral Account, shall be conclusive and
binding upon all parties; and the Trust shall not incur any liability to the
Trustee for any such interpretation or determination so made or for any other
action taken by it in connection with this Agreement in good faith.
6.12 Successors and Assigns. This Agreement shall be binding upon, and
shall inure to the benefit of, the Trust and its successors and assigns and to
the Trustee and his or her heirs, executors, administrators and personal
representatives.
6.13 Severability. In the event any one or more provisions of this
Agreement are held to be invalid or unenforceable, such illegality or
unenforceability shall not affect the validity or enforceability of the other
provisions hereof and such other provisions shall remain in full force and
effect unaffected by such invalidity or unenforceability.
6.14 Execution of Counterparts. This Agreement may be executed in any
number of counterparts, each of which shall be deemed to be an original, but all
of which together shall constitute one and the same instrument.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed as of the day and year first above written.
MET INVESTORS SERIES TRUST
By:
Elizabeth Forget
President
Trustee
<PAGE>
ATTACHMENT A
DEFERRED COMPENSATION PLAN
DEFERRAL ELECTION FORM
TO: The Secretary of MET INVESTORS SERIES TRUST
FROM:
DATE:
With respect to the Deferred Compensation Plan (the "Plan") dated as of
___, 2000, I hereby make the following elections:
Deferral of Compensation
Starting with Compensation to be paid to me with respect to services
provided by me to the Trust after the date this election form is provided to the
Trust, and for all periods thereafter (unless subsequently amended by way of a
new election form), I hereby elect that ___ percent (___%) of my Compensation
(as defined under the Plan) be deferred and that the Trust establish a
bookkeeping account credited with amounts equal to the amount so deferred (the
"Deferral Account"). The Deferral Account shall be further credited with
interest as provided under the Plan. Each Compensation Deferral (as defined in
the Plan) shall be deemed credited with interest as of the same day it would
have been paid to me.
I understand that the amounts held in the Deferral Account shall remain
the general assets of the Trust and that, with respect to the payment of such
amounts, I am merely a general creditor of the Trust. I may not sell, encumber,
pledge, assign or otherwise alienate the amounts held under the Deferral
Account.
Distributions from Deferral Account
I hereby elect that distributions from my Deferral Account be paid:
_____ in a lump sum or
_____ in quarterly installments for ____ years (specify a number of
years not to exceed ten); commencing on the first business day of January
following:
_____ the year in which I cease to be a member of the Board of Trustees of
the Trust, or
a calendar year but not a year earlier than 2005.
------------------
I hereby agree that the terms of the Plan are incorporated herein and
are made a part hereof. Dated as of the day and year first above written.
TRUSTEE:
(Signature of Trustee)
RECEIVED:
MET INVESTORS SERIES TRUST
By:
Name:
Title:
Date:
<PAGE>
ATTACHMENT B
MET INVESTORS SERIES TRUST
DEFERRED COMPENSATION PLAN
DESIGNATION OF BENEFICIARY
You may designate one or more beneficiaries to receive any amount
remaining in your Deferral Account at your death. If your Designated Beneficiary
survives you, but dies before receiving the full amount of the Deferral Account
to which he or she is entitled, the remainder will be paid to the Designated
Beneficiary's estate, unless you specifically elect otherwise in your
Designation of Beneficiary form.
You may indicate the names not only of one or more primary Designated
Beneficiaries but also the names of secondary beneficiaries who would receive
amounts in your Deferral Account in the event the primary beneficiary or
beneficiaries are not alive at your death. In the case of each Designated
Beneficiary, give his or her name, address, relationship to you, and the
percentage of your Deferral Account he or she is to receive. You may change your
Designated Beneficiaries at any time, without their consent, by filing a new
Designation of Beneficiary form with the Secretary of the Trust.
* * * * * * * * * * * * *
As a participant in the Met Investors Series Trust's Deferred
Compensation Plan (the "Plan"), I hereby designate the person or persons listed
below to receive any amount remaining in my Deferral Account in the event of my
death. This designation of beneficiary shall become effective upon its delivery
to the Secretary of the Trust prior to my death, and revokes any designation(s)
of beneficiary previously made by me. I reserve the right to revoke this
designation of beneficiary at any time without notice to any beneficiary.
I hereby name the following as primary Designated Beneficiaries under
the Plan:
Name Relationship Percentage Address
Name Relationship Percentage Address
Name Relationship Percentage Address
Name Relationship Percentage Address
In the event that one or more of my primary Designated Beneficiaries
predeceases me, his or her share shall be allocated among the surviving primary
Designated Beneficiaries. I name the following as secondary Designated
Beneficiaries under the Plan, in the event that no primary Designated
Beneficiary survives me:
Name Relationship Percentage Address
Name Relationship Percentage Address
Name Relationship Percentage Address
Name Relationship Percentage Address
In the event that no primary Designated Beneficiary survives me and one
or more of the secondary Designated Beneficiaries predeceases me, his or her
share shall be allocated among the surviving secondary Designated Beneficiaries.
Date:
(Signature of Trustee)
