EXHIBIT 10.57
AMENDMENT NUMBER ONE TO THE METLIFE DEFERRED
COMPENSATION PLAN FOR OFFICERS
(As amended and restated as of November 1, 2003)
WHEREAS, the MetLife Deferred Compensation Plan for Officers, as last
amended and restated November 1, 2003 (the "PLAN"), was adopted to permit
certain eligible employees voluntarily to defer the payment of certain types of
compensation;
WHEREAS, certain other nonqualified deferred compensation arrangements
have been entered into with employees who are eligible to participate in the
Plan, which arrangements either expressly or implicitly incorporate aspects of
the Plan, and/or are otherwise administered, in whole or in part, in a manner
consistent with the administration of the Plan;
WHEREAS, to facilitate the administration of such other arrangements, it
has been recommended that such arrangements be incorporated into the Plan
(cognizant of the need to preserve the differences from the Plan terms mandated
by such arrangements, including, but not limited to, in order to avoid
subjecting the amounts deferred under such arrangements and the Plan to the
additional taxes imposed under Section 409A of the Internal Revenue Code of
1986, as amended);
WHEREAS, pursuant to Section 20 of the Plan, the Plan Administrator has
reserved the right to amend the Plan;
NOW, THEREFORE, the Plan is hereby amended in the manner set forth below:
1. Section 2 is amended to add a new Section 2.7 at the end thereof, to
read as follows:
2.7. The Plan Administrator may permit other non-qualified deferred
compensation arrangements between an Eligible Associate and any MetLife
Company or an affiliate of any MetLife Company, whether or not elective,
to be administered under and treated as part of the Plan. The Plan
Administrator shall establish a separate Alternative Compensation Account
for an Eligible Associate who is party to a non-qualified deferred
compensation arrangement treated as part
of the Plan. Unless otherwise specified herein, on Annex I or by the Plan
Administrator in writing, the general provisions of the Plan shall apply
to any such Alternative Compensation Account, including without
limitation, those provisions related to (i) the value of the Alternative
Contribution Account (including the Investment Tracking of such Account),
(ii) the timing, number and form of payments from such Account and (iii)
the designation of any beneficiary(ies) to receive payment from such
Account upon the death of the Participant. Notwithstanding the immediately
preceding sentence, unless otherwise provided by the terms of the
applicable non-qualified deferred compensation arrangement as in effect on
October 3, 2004, no distribution shall be made from any Alternative
Contribution Account pursuant to Section 12, 13 or 14 of the Plan.
2. Section 10 is amended to add a new Section 10.3.11 at the end of
Section 10.3 thereof, to read as follows:
10.3.11. Notwithstanding anything in this Section 10.3 to the
contrary, payment in respect of any Alternative Compensation Account shall
not be accelerated from the date payment would have been made under the
corresponding nonqualified deferred compensation arrangement, as
identified on Annex I or as otherwise specified in writing by the Plan
Administrator.
3. Section 21 is amended to new Sections 21.2 and 21.3 thereto, to read
as follows, and to appropriately renumber all other sections thereof to reflect
the addition of such Section:
21.2 "Alternative Compensation Account" means a record-keeping account
established for the benefit of an Eligible Associate in which is
credited such amounts of compensation as are deferred under the
nonqualified deferred compensation arrangement to which such Account
relates.
21.3 "Annex I" means the schedule established by the Plan Administrator,
as the same may be amended by the Plan Administrator at any time and
from time to time, on which is specified the terms of any
non-qualified deferred compensation arrangement that is to be
administered as part of the Plan that deviate from the general terms
of the Plan. Annex I, as in effect from time to time, is expressly
incorporated herein by reference and made a part hereof.
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4. Section 21 is further amended to add a new second sentence to
Section 21.11 (as renumbered pursuant to item 3 of this Amendment), "Deferred
Compensation Account", to read as follows:
To the extent the context so requires, the term Deferred Compensation
Account, as applied to any Participant, shall also include any Alternative
Compensation Account established for the benefit of such Participant.
5. Section 21 is further amended to add a new second sentence at the
end of Section 21.23 (as renumbered pursuant to item 3 of this Amendment),
"Participant", to read as follows:
To the extent that the context so requires, the term Participant shall
also include any Eligible Associate for whose benefit an Alternative
Compensation Account has been established under the Plan.
6. The Plan is further amended to add at the end thereof of a new Annex
I, as is attached hereto, which is incorporated herein by reference and made a
part hereof.
7. Except as otherwise expressly provided herein, the Plan shall
continue in full force and affect, without amendment. For the avoidance of
doubt, nothing in this amendment shall, or shall be construed to, amend or
modify any provision or term of the Plan with respect to amounts otherwise
credited thereunder immediately prior to the execution of this Amendment.
IN WITNESS WHEREOF, the amendment to the MetLife Deferred Compensation
Plan has been executed by the Plan Administrator thereof, on this 4th day of
May, 2005.
PLAN ADMINISTRATOR
/s/ Graham Cox
__________________________
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EFFECTIVE DATE OF
ARRANGEMENT TIMING OF DISTRIBUTIONS
NAME OF ELIGIBLE AND INITIAL DEFERRED INVESTMENT TRACKING, IF FROM ALTERNATIVE
ASSOCIATE AMOUNT DIFFERENT FROM PLAN COMPENSATION ACCOUNT
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Robert Benmosche July 20, 1995 (Sign-on bonus Investment tracking to be based Lump sum distribution upon
subject to 5 year vesting solely on interest rate retirement from service as an
condition) credited under MetLife SIP employee of the MetLife Companies
Fixed Income Fund (as referenced
in Section 6.2 of the Plan) at
time of deferral
$400,000
Robert Benmosche April 1, 1996 (elective Investment tracking to be based 10 approximately equal annual
deferral of portion of solely on interest rate credited installments (adjusted for
future 1996 monthly salary) under MetLife SIP Fixed Income interest accrued) commencing in
Fund (as referenced in Section June, 2009
6.2 of the Plan) at time of
deferral
$12,000 per month (aggregate
deferral of $108,000)
Robert Benmosche January 1, 1997 (elective Investment tracking to be based 10 approximately equal annual
deferral of portion of solely on interest rate credited installments (adjusted for interest
future 1997 monthly salary) under MetLife SIP Fixed Income accrued) commencing in June, 2009
Fund (as referenced in Section
6.2 of the Plan) at time of
deferral
$22,000 per month (aggregate
deferral of $264,000)
Lisa Weber February 4, 1998 (Sign-on N/A -- Investment Tracking in In five annual installments
bonus subject to 5 year accordance with terms of the Plan commencing upon termination of
vesting condition) service as an employee of the
MetLife Companies
$750,000