Exhibit 10.55
METROPOLITAN LIFE AUXILIARY DEATH BENEFITS PLAN
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This Auxiliary Death Benefits Plan (the Plan) is established effective as of
January 1, 1987, by Metropolitan Life Insurance Company (the Company).
Article 1. Purpose of Plan
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The Company for many years has maintained a Group Life Insurance Plan and a
Survivor Benefit Plan (the Life Insurance Plans) for its employees and retirees.
Said plans meet the requirements applicable to group-term life insurance under
section 79 of the Internal Revenue Code. Benefits for salaried employees under
the Life Insurance Plans are based on the amounts of the employee's current
annualized compensation or the retiree's final annualized compensation at
retirement (except for modified SIBI payments, which are tied to retirement
benefit payments).
Under the nondiscrimination provisions of section 79, the Company is effectively
prohibited from determining the compensation base under the Life Insurance Plans
in such a manner as to provide life insurance benefits in what it considers the
appropriate amounts in a number of factual situations, namely: (a) where the
Company and an employee enter into a deferred compensation agreement; (b) where
there is a temporary drop in incentive compensation; and (c) where the
application of the dollar ceiling on compensation under section 79 results in a
loss of coverage under the plans. Therefore, the Company is adopting this Plan
for certain of its management employees to provide them with auxiliary death
benefits on an uninsured basis.
Article 2. Eligibility
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Each participant in the Company's Executive Incentive Plan and each retired
employee who formerly was such a participant is eligible for benefits under this
Plan.
Article 3. Benefits
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(a) If an eligible employee or eligible retiree dies, and as a result of one or
more deferred compensation agreements entered into with the Company by the
eligible employee or eligible retiree the benefits under the Life Insurance
Plans are reduced, the Company will pay to the beneficiary or beneficiaries
under the Life Insurance Plans an auxiliary death benefit equal to the
amount of such reduction resulting from the deferred compensation agreement
or agreements.
(b) If an eligible employee or eligible retiree dies at a time when his or her
monthly compensation at the time of death or retirement is less than what
it had been in any month in the 36 months preceding the date of death or
retirement, the Company will pay to the beneficiary or beneficiaries under
the Life Insurance Plans an auxiliary death benefit equal to the difference
between the benefits payable under the Life Insurance Plans and what such
benefits would have been had the benefits been based on the highest
compensation in the 36-month period. The highest compensation in the
36-month period
shall be determined without regard to any deferred compensation agreement
or agreements.
(c) If an eligible employee or eligible retiree dies at a time when the dollar
limit on compensation applicable to the Life Insurance Plans under sections
79 and 89 of the Internal Revenue Code has resulted in a reduction in the
benefits which would otherwise have been payable under the Life Insurance
Plans, the Company will pay to the beneficiary or beneficiaries under the
Life Insurance Plans an auxiliary death benefit equal to the amount of such
reduction.
(d) In recognition of the fact that the federal income tax treatment to the
eligible employee or eligible retiree and to the beneficiary or
beneficiaries under the Plan differs or may differ from the tax treatment
under the Life Insurance Plans, the Company will increase the amounts
otherwise payable under (a), (b), and (c) above by 25% of such payments.
Such percentage may be increased or decreased from time to time by the
Company as it deems appropriate.
(e) Except as otherwise permitted by the Company, any benefits payable under
this Plan shall be payable in the same form and at the same times and to
the same beneficiary or beneficiaries as the benefits under the Life
Insurance Plans.
Article 4. Unfunded Plan
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This Plan is completely unfunded, and payment of benefits is supported only by
the general assets of the Company.
Article 5. Nontransferability of Benefits
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No employee, retiree or beneficiary shall have any power or right to transfer,
assign, mortgage, commute, or otherwise encumber any of the benefits payable
hereunder, nor shall such benefits be subject to seizure for the payment of any
debts or judgments, or be transferable by operation of law in the event of
bankruptcy, insolvency or otherwise.
Article 6. Effect of Taxes
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In making payments under this Plan, the Company shall withhold any federal,
state or local income or other taxes it determines that it is legally obligated
to withhold. In the event the payments received by any beneficiary result in
greater tax burdens (whether income, estate, inheritance or other tax burdens)
than they would have had if such payments had been able to be received under the
Life Insurance Plans, the Company shall have no obligation to reimburse any such
beneficiary for such greater tax burdens.
Article 7. Company Interpretation Binding
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In the event of a difference of opinion between the Company and an employee, a
retiree or a beneficiary with respect to the meaning or application of the
provisions of this Plan, the
Company's final interpretation shall be set forth in writing to the employee,
retiree or beneficiary and shall be binding and conclusive.
Article 8. Governing Law
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To the extent not inconsistent with federal law, the validity of the Plan and
its provisions shall be construed according to the laws of the State of New
York.
Article 9. Amendment and Termination of Plan
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The Company reserves the right to amend or terminate this Plan at any time
without the consent of any employee, retiree or beneficiary or of any other
person. However, any such amendment or termination will not affect adversely
the entitlement to benefits hereunder of any beneficiary or beneficiaries where
the eligible employee or retiree died prior to such amendment or termination.
For this purpose, a decrease in the percentage factor applied to determine
benefit payments under Article 3 (d) will not be considered an amendment or
termination adversely affecting benefit payments.
Date Executed METROPOLITAN LIFE INSURANCE COMPANY
May 5, 1987 By /s/ Joseph L. Rubsam
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Joseph L. Rubsam, Vice-President
AMENDMENTS TO METROPOLITAN LIFE
AUXILIARY DEATH BENEFITS PLAN
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IN WITNESS WHEREOF, Metropolitan Life Insurance Company herein amends the
Metropolitan Life Auxiliary Death Benefits Plan as follows, effective January 1,
1990 for eligible employees in active service on or after such date.
1) Add the following to Article 2:
"Effective on or after January 1, 1990, each officer or regional sales
manager who is a participant in the Short-Term Performance Compensation Plan
and each retired officer or regional sales manager who while in such status
was a participant in the Short-Term Performance Compensation Plan is
eligible for benefits under this Plan."
2) Add the following sentence to paragraph (b) of Article 3:
"For any period beginning on and after January 1, 1989, highest compensation
earned by an eligible employee or eligible retiree shall be the sum of (i)
his or her annual base salary and (ii) his or her payment under the
Executive Incentive Bonus Plan or under the Short-Term Performance
Compensation Plan for the year with the highest bonus amount in or with
respect to the three-year period ending on the date of death of the employee
or retiree."
3) Substitute the following for paragraph (c) of Article 3:
"(c) If an eligible employee or eligible retiree dies at a time when the
dollar limit on compensation applicable to the Life Insurance Plans has
resulted in a reduction in the benefits which would otherwise have been
payable under the Life Insurance Plans, the Company will pay to the
beneficiary or beneficiaries under the Life Insurance Plans an auxiliary
death benefit equal to the amount of such reduction."
/s/ Harvey R. Horn METROPOLITAN LIFE INSURANCE COMPANY
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Witness
November 13, 1990 /s/ Lawrence S. Craven
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Date