EXHIBIT 10.83
AMENDMENT NUMBER ELEVEN TO
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THE METLIFE PLAN FOR TRANSITION ASSISTANCE FOR OFFICERS
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The METLIFE PLAN FOR TRANSITION ASSISTANCE (the "Plan") is hereby
amended as follows:
1. Section 4.2 of the Plan is hereby amended by replacing it in its
entirety with the following:
SS. 4.2 PAYMENT OF SEVERANCE PAY: Payment of Severance Pay shall be
made in a lump sum as soon as practicable following the legally
effective date of the Separation Agreement; provided, however, that a
Participant whose Date of Discontinuance of Employment is on or before
December 31, 2006, and who was notified by the Participant's management
in writing no later than June 30, 2006 that the Participant's Date of
Discontinuance of Employment was anticipated to be no later than
December 31, 2006, shall have the opportunity (in such form as
determined by the Plan Administrator) to elect to receive Severance Pay
in installments paid on or about the same dates and by similar means as
the Company's or Subsidiary's payroll payments, commencing after the
effective date of the Separation Agreement and ending on the next
payroll date following the number of weeks of Equivalent Week's Salary
to be paid to the Participant in Severance Pay following the
Participant's Date of Discontinuance of Employment; provided further,
that if the Participant has elected to receive Severance Pay in
installments and the time over which installment payments of Severance
Pay are to be made has expired prior to the effective date of the
Separation Agreement, Severance Pay will be paid in a lump sum as soon
as practicable following the effective date of the Separation
Agreement; provided further, that if the Participant has elected to
receive Severance Pay in installments and the time over which
installment payments of Severance Pay are to be made would otherwise
end later than March 15 of the calendar year following the Date of
Discontinuance of Employment (the "Payment Deadline"), any Severance
Pay remaining unpaid as of the Payment Deadline will be paid in a lump
sum on the later of the Payment Deadline or the effective date of the
Separation Agreement; provided further, that unless waived by the Plan
Administrator in its sole and absolute discretion, a Participant's
election shall be final and irrevocable. No interest on any delayed or
installment payment of Severance Pay to the Participant shall be due.
2. Section 1.4.11 of the Plan is hereby amended by replacing it in its
entirety with the following:
SS. 1.4.11 JOB ELIMINATION: "Job Elimination" means the Company's or
Subsidiary's determination that an Employee's position has been or will
be eliminated because of a Company or Subsidiary staffing adjustment or
other organizational change, expense reduction considerations, office
closings or relocations (including but not limited to adjustments in
the number of staff in a department or unit or the elimination of all
or some of the functions of a department or unit), in which the
Employee will not be replaced by another person in the same position,
except where the Employee was, as of or immediately before the Date of
Discontinuance of Employment, on a leave of absence or otherwise in
inactive status for more than one year (i.e., does not return from
leave or inactive status by the first anniversary of the beginning of
the leave or inactive status)
and is not returning immediately upon the conclusion of either (a)
leave under the Family and Medical Leave Act or other law providing
legally-protected leave, or (b) leave granted by the Company or
Subsidiary as a reasonable accommodation of medical limitations.
3. Section 1.4.05(b) of the Plan is hereby amended by replacing each
reference to "Affiliate" with "MetLife Enterprise Affiliate."
4. Section 4.4 of the Plan is hereby amended by replacing each
reference to "Affiliate" with "MetLife Enterprise Affiliate."
5. Article 1 of the Plan is hereby amended by adding Section 1.4.22:
SS. 1.4.22 METLIFE ENTERPRISE AFFILIATE: "MetLife Enterprise Affiliate"
means MetLife, Inc., any Affiliate, or any "affiliate" of MetLife, Inc.
as that terms is defined in Rule 12b-2 of the General Rules and
Regulations of the Securities Exchange Act of 1934, as amended from
time to time, including any corporation, partnership, joint venture,
limited liability company, or other entity in which MetLife, Inc. owns,
directly or indirectly, at least fifty percent (50%) of the total
combined number of all securities entitling the holders thereof to vote
in an annual election of directors of the company, or of the capital
interests or profits interest of such partnership or entity.
6. Section 1.4.16(c) of the Plan is hereby amended by replacing it in
its entirety with the following:
(c) if the Employee's performance rating on the most recent annual
performance review is "2," whose performance rating for the annual
performance review immediately preceding the most recent annual
review is no lower than "3;"
7. Section 5.5 of the Plan is hereby amended by adding Section 5.5(c)
as follows:
(c) Any person must exhaust the claims and review process
described in this Section 5.5 of the Plan as a condition of
bringing legal action under or related to the Plan. No claim for
rights or benefits under the Plan, or otherwise arising under the
Plan, will be valid if it is brought more than six (6) months
after the end of the Plan Year in which that person's Date of
Discontinuance occurred. No suit to recover benefits under this
Plan shall be brought more than six months (6) months following
the exhaustion of the claims and review process described in this
Plan.
8. Section 1.4.05(b)(4) is hereby amended by replacing the reference to
"Subsidiary" with "MetLife Enterprise Affiliate."
9. Section 1.4.21 is hereby amended by deleting Sections 1.4.21(b)
"MetLife Securities, Inc.," 1.4.21(c) "MetLife Trust Company, N.A.," and
1.4.21(d) "Edison Supply and Distribution, Inc.," in their respective
entireties, and relettering the resulting parts of Section 1.4.21 accordingly.
10. Section 1.4.19 is hereby amended by replacing each reference to
"the Other Information" section of the MetLife Options Plus Summary Plan
Description Book" and each reference to "the MetLife Options Plus
Summary Plan Description Book" and each reference to "the Company's Continuous
Service Date Policy" with "the Summary Plan Description of the Metropolitan Life
Retirement Plan for United States Employees."
11. Section 1.4.09(c)(1) of the Plan is hereby amended by replacing it
in its entirety with the following:
"(1) an officer of the Company, MetLife Group, Inc., Metropolitan
Property and Casualty Insurance Company, or MetLife Bank, National
Association;"
12. Section 1.4.09(c) of the Plan is hereby amended by deleting Section
1.4.09(c)(2) "an employee of MetLife Trust Company, N.A. holding the title of
President or Senior Vice President;" and relettering the resulting parts of
Section 1.4.09(c) accordingly.
13. This amendment shall be effective with regard to Participants with
a Date of Discontinuance of Employment on or after March 2, 2006, but will not
apply to any Participant whose Separation Agreement became final prior to
January 1, 2006.
IN WITNESS WHEREOF, the Company has caused this amendment to be executed by an
officer thereunto duly authorized on the date noted below the officer's
signature.
METROPOLITAN LIFE INSURANCE COMPANY
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By /s/ Debra Capolarello
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Date: 2-28-06
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/s/ Judith N. Eidenberg
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Witness