EX-10.57



 





Exhibit 10.57




 METLIFE AUXILIARY PENSION PLAN



Metropolitan Life Insurance Company (“Company”) hereby amends and restates the Part I of the
MetLife Auxiliary Pension Plan (“Plan”) effective January 1,2007.




Part I




     Part I of this Plan document contains the provisions of the Plan that govern 409A Benefits as
defined in Article 4.1(a) of Part I. All references to “409A” or “Section 409A” in this Plan are
references to Section 409A of the Internal Revenue Code and the regulations there under.



Article 1. Purpose of Plan.



The purpose of the Plan is to provide to certain participants employed by the Company, other
employers (each an “Employer”) participating under the Metropolitan Life Retirement Plan for United
States Employees (“Retirement Plan”) and his/her beneficiaries, the excess amount that would have
been payable under the Retirement Plan in the absence of the limitations under (i) section 415 of
the Internal Revenue Code of 1986 (as amended) (“Internal Revenue Code”), (ii) section 401(a)(17)
of the Internal Revenue Code, or such lesser limit as in effect under the Retirement Plan and (iii)
section 1.415-2(d)(2) of the Income tax Regulations, that excludes compensation deferred under the
Company’s or an Employer’s deferred compensation arrangements.



Except for terms defined in this Plan, all capitalized terms used in this Plan shall have the same
definition and meaning assigned to those terms under the Retirement Plan.



Article 2. Participation



A Participant in the Plan is any Employee that is eligible under Section 2.1, 2.2 or 2.3 below:



2.1. An Employer or Company Employee participating in the Retirement Plan:





	(a)	 	whose Retirement Plan benefits are reduced because of the application of Section 401(a)(17)
of the Internal Revenue Code (or such lesser limit as in effect under the Retirement Plan),
or,






	(b)	 	whose Retirement Plan benefits are reduced because of the application of section 415 of the
Internal Revenue Code, including Treasury Regulation 1.415-2.




shall be eligible to participate in the Plan as stated in all Articles except Section 4.2 of
Article 4 and Article 4A.





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2.2. PRA/PLS Benefit. “PRA/PLS Benefit” means a benefit that is either a Personal
Retirement Account benefit or a Performance Pension Account benefit under the Retirement Plan.
Likewise, any benefit referred to as a “non PRA/PLS Benefit” or “not a PRA/PLS Benefit” refers to
benefits under the Retirement Plan that are not PRA/PLS Benefits.



An Employer or Company Employee with a benefit that is not a PRA/PLS Benefit participating in the
Retirement Plan who:





	(a)	 	is in a compensation grade of 36 or higher (or an equivalent compensation grade), or,
	 
	(b)	 	is a member of the Chairman’s Council for 3 consecutive years, or,
	 
	(c)	 	is listed in Appendix A, or,
	 
	(d)	 	has been inducted into the Sales Representative Hall of Fame and has attained the age of 65




shall be eligible to participate in the Plan as stated in all Articles.



If an Employee is an eligible Participant in the Plan under Section 2.1 of this Article, and on or
after January 1, 1995, he/she qualifies as a Participant under Section 2.2 of this Article, then
the portion of his/her benefit that is not a PRA/PLS Benefit that has accrued to that Employee
shall be determined and payable as if the Employee was always eligible under Section 2.2 of this
Article. If, after qualifying as a Participant under Section 2.2 of this Article, an individual’s
compensation grade drops below level 36 (or its equivalent), or the individual ceases to qualify
for the Chairman’s Council, then that individual shall continue to be treated as if he or she
meets the requirements of Section 2.2 of this Article.



2.3. An Employer or Company Employee participating in the Retirement Plan:





	(a)	 	(i)      who participated and accrued benefits in either of the following plans.:






	 	•	 	The New England Life Insurance Company Select Employee’s Supplemental
Retirement Plan, or
	 
	 	•	 	New England Life Insurance Company Supplemental Retirement Plan, and,






	 	(ii)	 	who, on December 31, 2000, was actively employed by New England Life
Insurance Company, the Company or an Employer,




shall be eligible, on January 1, 2001, to participate in this Plan, except Section 4.2 of Article 4
and Article 4A. These individuals shall have his/her entire auxiliary defined benefit as defined
in Article 4.2 (and including amounts previously accrued under the
New England plans named above) paid under this Plan, in accordance with the terms of this Plan.
These individuals shall be eligible to participate in this Plan as stated in


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Section 4.2 of Article
4 and Article 4A if they qualify as a Participant under Section 2.2 of this Article after December
31, 2000.





	(b)	 	(i) who participated and accrued benefits in the GenAmerica Corporation Augmented Benefit
Plan, (only insofar as it relates to benefits on compensation that exceeded the limits
imposed by or upon the GenAmerica Corporation Performance Pension Plan and Trust.) and,






	 	(ii)	 	who, on December 31, 2002, was actively employed by General American Life
Insurance Company, the Company or an Employer,




shall be eligible, on January 1, 2003, to participate in this Plan, except Section 4.2 of Article 4
and Article 4A. These individuals shall have his/her entire auxiliary defined benefit as defined
in Section 4.2 (and including amounts previously accrued under the Augmented Benefit Plan) paid
under this Plan, in accordance with the terms of this Plan. These individuals shall be eligible to
participate in Section 4.2 of Article 4 and Article 4A of this Plan if they qualify as a
Participant under Section 2.2 of this Article after December 31, 2002.




Article 3. Vesting



Participants will vest in their accrued benefit, described in Article 4.2, under this Plan in
accordance with the vesting schedule under the Retirement Plan.



All benefits accrued by Participants under this Plan, prior to a Change of Control as defined in
Article 8, shall vest if the Participant satisfies the vesting schedule that existed under the
Retirement Plan immediately prior to the Change of Control.




Article 4. Payment of Benefits



4.1. Definitions.





	(a)	 	409A Benefits. “409A Benefits” For individuals who are eligible under Section 2.2
on or before December 31, 2006, “409A Benefits” means the portion of a Participant’s vested
benefit that accrues after December 31, 2004. For all other Participants in the Plan “409A
Benefits” means his/her entire accrued benefit payable under this Plan.






	(b)	 	Grandfathered Benefits. “Grandfathered Benefits” means the portion of a
Participant’s benefit vested and accrued prior to January 1, 2005 plus any other increases or
amounts that can be included in the grandfathered benefit under Internal Revenue Code Section
409A and the regulations there under. Only individuals who:






	 	(i)	 	are eligible under Section 2.2 on or before December 31, 2006,

	 
	 	(ii)	 	are described in Section 4.7(c) and (d) of the Plan, or




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	 	(iii)	 	terminated on or before December 31, 2004 with a vested benefit that is not
a PRA/PLS Benefit





     will have “Grandfathered Benefits” under this Plan.


4.2. Benefits under this Plan shall be payable to a Participant in an amount equal to the
difference, as determined by the Plan Administrator in its sole discretion, between (a) and (b)
below:





	(a)	 	the largest amount (without duplication of amount) that would have been payable to the
Participant under the Retirement Plan, had the Retirement Plan not been subject to the
limitations of Internal Revenue Code Sections: (i) 415, (ii) 401(a)(17) or such lesser limit
as stated in the Retirement Plan, and (iii) Regulation Section 1. 415-2(d)(2) (with respect to
deferred compensation arrangements); and,





     (b) the amount of benefits payable under the Retirement Plan and any predecessor auxiliary plan.



4.3. Distribution of 409A Benefits



Participants who have an election on file that complies with 409A, as determined by the Plan
Administrator, and specifies the time and form for distribution of benefits, will have that
election govern payment. If a Participant does not have an election on file that complies with
409A, then benefits commencing during 2006 will continue to follow, in time and form, the
Participant’s distributions under the Retirement Plan. With regard to benefits commencing after
December 31, 2006, the time/form of payment for the Participant’s 409A Benefits will be as
specified below:





	(a)	 	PRA/PLS Benefits will be paid in a lump sum as soon as administratively possible after
separation from service.






	(b)	 	Benefits that are not PRA/PLS Benefits will be paid in the following annuity forms
commencing at the later of separation from service or attainment of Retirement eligibility:






	 	(i)	 	Participants who are not married at the time distributions commence will
receive a life annuity with a 5 year term certain.
	 
	 	(ii)	 	Participants who are married at the time distributions commence will receive
a 50% contingent survivor annuity, with the spouse of the Participant as the survivor
annuitant.






	(c)	 	PRA/PLS Benefits for Participants who terminated on or before December 31, 2006, will be
paid in a lump sum as soon as administratively possible after December 31, 2006.




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	(d)	 	Participants with benefits that are not PRA/PLS Benefits, who separated from service and
have reached the earliest date they are eleigible for a distribution from the Retirement Plan
as of December 31, 2006, will have benefits paid to him/her in the appropriate annuity form
specified in (b)(i) or (ii) above, commencing as soon as administratively possible after
December 31, 2006.






	(e)	 	Alternate payees receiving benefits under the Plan through a Qualified Domestic Relations
Order (“QDRO”) as defined under section 414 (p) of the Internal Revenue Code, will receive
benefits in the time and form specified in the QDRO. At the discretion of the Plan
Administrator, certain alternate payees with a QDRO that does not specify the time or the form
of their benefit payments may be provided the opportunity, during 2006 and 2007, to elect the
time and/or form for payment of their benefits under the Plan. In the absence of an election
filed by the alternate payee or a specified time for payment in the QDRO the alternate payee
will have benefits paid to them at the same time as benefits are paid under this Plan to the
Participant from whom his/her interest in the Plan arose. In the absence of an election filed
by the alternate payee or a specified form of payment in the QDRO, the alternate payee will
have benefits paid to them under either (i), (ii) or (iii) below :






	 	(i)	 	For alternate payees whose interest arose from a Participant who was a
Participant under Article 2.2 of the Plan the alternate payee’s form of benefit will
be the same form payable to the Participant under the Plan,
	 
	 	(ii)	 	For alternate payees whose interest arose from a Participant with a PRA/PLS
Benefit under the Plan, the alternate payee’s form of benefit will be a lump sum
payment as soon as administratively possible after the Participant’s separation from
service,
	 
	 	(iii)	 	For alternate payees whose interest arose from a Participant who was not a
Participant under Article 2.2 of the Plan and who had a benefit that was not a
PRA/PLS Benefit, the alternate payee will receive his/her benefit in the form of a
life annuity with a 5 year term certain.






In no event will benefits be distributed under a QDRO at any time or in any form not allowed,
in the sole discretion of the Plan Administrator, under the Plan or under the laws governing
this Plan. Alternate payees have the status of beneficiaries under this Plan.


4.4 Notwithstanding the default forms of payment listed in Article 4.3 above:





	(a)	 	the Company intends all forms of payment to be treated as a single payment and Participants
with benefits other than PRA/PLS Benefits will be able to elect, in accordance with Internal
Revenue Code Section 409A, as determined by the Plan Administrator, among actuarially
equivalent annuity forms of benefit any time prior to the payment commencement date for such
benefit .




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	(b)	 	any Participant identified as a Key Employee as that term is defined under 409A, and, whose
benefit is payable due to separation from service or Retirement shall not have his/her 409A
Benefits commence under this Plan in any form until six months have elapsed since his/her
separation or Retirement. The determination of who is a Key Employee will be based on taxable
compensation paid during the 12-month period ending August 31st of the calendar
year immediately preceding the year of the distribution.




4.5 Minimum Distribution. Through December 31, 2007, Participants subject to minimum distribution
of their Retirement Plan benefit under Code Section 401(a)(9), and the regulations thereunder, will
have their Auxiliary Pension Plan benefits taken into account in calculating their total minimum
distributions, and will have their Auxiliary Pension Plan benefits follow, in time and form of
payment, the minimum distributions made under the Retirement Plan.



4.6 Only for those individuals who are eligible under Article 2.2, Final Average Compensation used
to determine the largest amount that would have been payable under Article 4.2(a) above, will be
based on the following rules, notwithstanding the actual provisions of the Retirement Plan.



For an eligible Participant that is not a Commissioned Employee under the Retirement Plan, Final
Average Compensation will be the sum of (a) and (b) below:





	(a)	 	The base salary component of the Participant’s Final Average Compensation is determined using
the average of the Participant’s base salary for the 60 highest consecutive months during the
120 months preceding the Participant’s date of Retirement or termination, and,






	(b)	 	The component of the Participant’s Final Average Compensation representing the MetLife Annual
Variable Incentive Compensation Plan or successor annual cash bonus plan or program (“AVIP”)
award will be determined using the average of the Participant’s highest 5 AVIP payments (not
necessarily consecutive) with respect to the 10 calendar years preceding such Participant’s
date of Retirement or termination (including any projected payment(s) to be made beyond the
Participant’s date of Retirement or termination).






The AVIP award, as set forth in subsection (b) immediately above, projected to be made beyond
the Participant’s date of Retirement or termination will be deemed equal to the result of the
following calculation, as determined by the Plan Administrator in its sole discretion:




	 	(i)	 	the highest of the last 3 bonuses/awards paid while the Participant was in
active Company service multiplied by
	 
	 	(ii)	 	a fraction, the numerator of which is the number of months (or part thereof)
that the Participant was actively employed in the calendar year(s)




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	 	 	 	for which the bonus/award would be payable and the denominator of which is 12.
	 
	 	(iii)	 	If the fraction determined under (ii) immediately above, is less than 1,
then, the fractional amount determined under (ii) shall replace an equivalent
fractional amount in the lowest of the 5 highest AVIP payments used in (b) above. This
replacement shall occur only if the fractional amount determined under (ii) is greater
than the fractional amount it is replacing in the lowest of the 5 highest AVIP
payments.




Notwithstanding (b)(i), (ii) and (iii), if a specific amount of bonus/award was already approved
under the AVIP, prior to the Participant’s date of Retirement or termination, such amount shall be
used instead of the deemed estimate, and such amount shall also be taken into account in
determining the highest of the Participant’s last 3 bonuses/awards with regard to any bonus/award
payable for the Participant’s year of Retirement or termination.



If, at the time of Retirement or termination, fewer than 5 AVIP payments have been made to a
Participant, then the AVIP component of Final Average Compensation shall be the average of: all
AVIP payments actually made to the Participant and the projected payment (described above) for the
year of Retirement or termination.



For eligible Participants that are compensated on a commission basis, Final Average Compensation
will be the amount described in appropriate provisions of the Retirement Plan.



4.7 Except as described in (a) through (e) immediately below, Grandfathered Benefits shall be
payable in the same form(s) and at the same times as benefits are payable under the Retirement
Plan.





	(a)	 	Alternative Distributions of the benefit under Article 4A shall be paid in the form, and at
the time stated in the election form completed by the Participant and approved by the
Committee.






	(b)	 	Pre-Distribution Death Benefits as described in Article 4A.5 shall be paid in accordance
with the terms of that Article.






	(c)	 	Individuals who:






	 	(i)	 	had accrued benefits under the New England Life Insurance Company’s
non-qualified Plans listed in Section 2.3,
	 
	 	(ii)	 	terminated employment on or before December 31, 2000, and,
	 
	 	(iii)	 	did not become Employees of the Company or an Employer upon that termination
of employment,




will have his/her benefits paid from this Plan in the amounts, at the times and in the form
provided for under the provisions of those prior plans.




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	(d)	 	Individuals who:






	 	(i)	 	had accrued benefits under the GenAmerica Corporation Augmented Benefit Plan,

	 
	 	(ii)	 	terminated employment on or before December 31, 2002, and,
	 
	 	(iii)	 	did not become Employees of the Company or an Employer upon that termination
of employment,




will have his/her entire auxiliary defined benefit paid from this Plan in the amounts, at the
times, and in the form provided for under the provisions of that prior plan.



(e) Individuals described in Section 2.3 shall have his/her entire auxiliary defined benefit
(including amounts previously accrued under the plans named in Section 2.3) paid under this
Plan, in accordance with the terms of this Plan.



4.8 Notwithstanding any provision to the contrary, the payment of benefits under this Plan shall
not be effected by, or be subject to, the qualified pre-retirement survivor annuity and qualified
joint and survivor annuity rules under the Retirement Equity Act of 1984.



Payment of benefits under this Plan will not be effected by, or be subject to, minimum
distributions as described under Section 401(a)(9) of the Internal Revenue Code and the
accompanying Regulations under that Section.




Article 4A. Alternative Distribution



Alternative forms of distribution are available to those individuals who are eligible Participants
under Section 2.2 herein on or before December 31, 2006. The ability to elect an Alternative form
of distribution may, in the discretion of the Plan Administrator, be granted to Participants who do
not qualify under Section 2.2 of the Plan, but who, as of December 31, 2006, have a PRA benefit and
meet any of the requirements in (a) through (d) of Section 2.2 of the Plan. Alternative forms of
distribution may be elected by eligible Participants on or before December 31, 2007 and may apply
to his/her 409A benefit as allowed under the transition relief provided under 409A. After December
31, 2007, alternative forms of distribution can only be elected by eligible Participants under
Section 2.2 herein for his/her Grandfathered Benefits.




4A.1 Definitions





	(a)	 	Alternative Distribution. “Alternative Distribution” means one of the following
modes of payment:






	 	(i)	 	Single Sum: Payment in a single sum.
	 
	 	(ii)	 	Installment Payments for a Specific Period: Monthly or annual payments are
made to the Participant for a specified number of years selected (not




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	 	 	 	exceeding 20 years). If the Participant dies before the expiration of the specified
period, installment payments will continue to be made for the remainder of the period
chosen by the Participant to a beneficiary designated by the Participant.
	 
	 	(iii)	 	Other Distribution: Any other form of payment that is mutually agreed upon
by the Participant and the Committee.






	(b)	 	Committee. ”Committee” means the Compensation Committee of the Board of Directors
of the Company. The Committee, or either component thereof, may delegate any of its powers
or authority under this Plan in any manner consistent with law.






	(c)	 	Election Date. “Election Date” means the date on which the Participant files
his/her request for an Alternative Distribution. For Participants who are Retirement eligible
when they separate from service with the Company or an Employer, this date can be no later
than the day before the Participant’s Retirement or termination date. For Participants who
are not Retirement eligible when they separate from service with the Company or an Employer,
this date can be no later than 12 months before the Distribution Date.






	(d)	 	Distribution Date. “Distribution Date” means the date distributions commence under
the mode of payment elected by the Participant. For Participants who are Retirement eligible
when they separate from service with the Company or an Employer, this date cannot be earlier
than the Participant’s Retirement or termination date. For Participants who are not
Retirement eligible when they separate from service with the Company or an Employer, this
date cannot be earlier than the later of:






	 	(i)	 	12 months following the Participant’s Election Date, and
	 
	 	(ii)	 	the earliest date the Participant becomes eligible for a distribution from
the Retirement Plan.





4A.2. Payment in the Form of an Alternative Distribution. 



In order to receive an Alternative Distribution: (i) a request form must be duly filed by the
Participant in compliance with both the provisions of this Article 4A and the procedures as set
forth from time to time by the Committee, (ii) consent thereto must be given by the Committee, and
(iii) payment in the form of an Alternative Distribution must be made pursuant to a request form
that satisfies 409A and the regulations there under.




4A.3. Election of Alternative Distribution.



A form requesting that Grandfathered Benefits under this Plan be paid in the form of an Alternative
Distribution must be submitted by the Participant to the Committee no later than the day before the
Participant’s Retirement date. For Participants who are separating


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from service with the Company or an Employer before they are Retirement eligible, the form
requesting an Alternative Distribution must be submitted by the Participant to the Committee no
later than 12 months before the Distribution Date indicated on the election form. All requests
must be in writing, signed by the Participant, and follow the format prescribed by the Committee.
On the request form the Participant must also designate (i) the mode of payment requested and (ii)
the Participant’s Retirement or Distribution Date. A request form shall be deemed submitted by
the Participant to the Committee on the day that such form is received by the Committee. Prior to
the Participant’s Retirement date, the request form can be revoked by the Participant. Any
revocation must be in writing and comply with the procedures of the Committee. A request form
submitted by the Participant shall become irrevocable and binding as to all elections and
designations made by the Participant as of the Retirement date. In the event that a Participant’s
request form is not filed before his/her Retirement date, the Participant’s Plan benefits will be
paid in the same form as the benefits paid to the Participant under the Retirement Plan. For
Participants who separate from service before they are Retirement eligible, the request form shall
become irrevocable and binding, as to all elections and designations, 12 months before the
Distribution Date.




4A.4. Consent of the Committee. 



Payment in the form of an Alternative Distribution shall require the consent of the Committee. The
Committee shall have full and complete discretion to approve or reject any request for an
Alternative Distribution. The decision of the Committee on the Participant’s request form shall be
made known to the Participant in writing.




4A.5. Death of Participant Before Distribution Date.





	(a)	 	A Participant under Section 2.2, who accrued Plan benefits other than PRA/PLS Benefits before
death, shall have 50% of the present value of his/her undistributed non PRA/PLS Benefit,
(valued as a single sum under Section 4A.6(a) below and actuarially adjusted for payment at
the Participant’s earliest Retirement date or the day prior to death, if the Participant was
Retirement eligible at death), paid to his/her designated beneficiary. This pre-distribution
death benefit will be payable in the form designated by the Participant and approved by the
Committee.
	 
	 	 	A Participant may file with the Committee a form (which will become irrevocable only upon death)
designating a beneficiary or changing his/her existing designation. This form will also allow
the Participant to choose the form in which the pre-distribution death benefit will be paid.
All optional forms of benefit available to the Participant under this Plan and the Retirement
Plan will be available for payment of this death benefit.
	 
	(b)	 	For salaried Participants covered under Section 2.2, a single sum, equivalent to the full
value of a Participant’s undistributed non PRA/PLS Benefit on the date of the Participant’s
death, (valued under Section 4A.6(a)), shall be paid to the Participant’s designated
beneficiary if:




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	 	(i)	 	the Participant notifies the Committee in a request form in effect on the
Election Date of his or her anticipated Retirement date,
	 
	 	(ii)	 	the Committee gives its consent to the payment of a Single Sum or
Installment Payments for a Specific Period before the Distribution Date is reached,
	 
	 	(iii)	 	the Participant agrees to defer Retirement at the Company’s written request,
	 
	 	(iv)	 	the Distribution Date for payment of the Single Sum or Installment Payments
for a Specific Period is deferred to the Participant’s Retirement date, and
	 
	 	(v)	 	the Participant dies after such anticipated Retirement date but before
Retirement.




In the absence of a designation by the Participant, the death benefit, under (a) or (b)
immediately above, shall be paid to the Participant’s surviving spouse in a single sum. If the
Participant has no surviving spouse at the time of death, then the death benefit shall be paid to
the Participant’s estate.




4A.6. Valuation of Alternative Benefit





	(a)	 	The actuarial equivalent value of the Single Sum shall be determined using the UP 84
Mortality Table, set forward one year for the Participant and set back four years for the
Participant’s spouse, (if applicable). If the Participant is Retirement eligible at separation
from service, then the Pension Benefit Guaranty Corporation immediate interest rate (“PBGC
Rate”) used to calculate the Single Sum shall be the lowest rate in effect in the 12 months
prior to the Participant’s actual Retirement date If the Participant was not Retirement
eligible on December 31, 2004, then the PBGC Rate used to calculate the Single Sum shall be
the rate in effect in the month prior to the later of:






	 	(i)	 	the Participant’s earliest Retirement date or

	 
	 	(ii)	 	the Participant’s actual Retirement date.






	(b)	 	The actuarial equivalent benefit amount for the Installment Payments for a Specific Period
will be determined by converting the Single Sum benefit amount, determined under Article
4A.6(a). The interest rate basis for the immediate annuity purchase rates offered under the
Metropolitan Savings and Investment Plan (“SIP Rate”) and its successors utilized in the
calculation of installment payments will be as follows:






	 	(i)	 	If the Participant was Retirement eligible on December 31, 2004, the SIP Rate
is the highest rate in the month that had the lowest PBGC Rate out of the12 months
prior to the Participant’s actual Retirement date.
	 
	 	(ii)	 	If the Participant was not on December 31, 2004, the SIP Rate is the rate in
effect on the last day of the month prior to the later of:






	 	a.	 	the Participant’s earliest Retirement date, or




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	 	b.	 	the Participant’s actual Retirement date.





4A.7. Interest on Deferred Installments



Individuals who elect deferred installment payments under the terms of this Article 4A, shall
receive interest from the date they separate from service to the date that the installment payments
commence. Interest will be calculated based on the entire amount that the Participant has elected
to receive as deferred installments under Article 4A. Interest will be credited using the SIP Rate
in effect on the Election Date and will be compounded annually from the date of separation from
service to the date payments commence. The interest accrued prior to payment commencement will be
added to the accrued Plan benefit to produce a total benefit amount. This total benefit amount
will be credited with the SIP Rate for the duration of the payment(s) and divided by the number of
installment payments due under the Participant’s election to produce uniform payments under the
Plan. This interest will be part of the Participant’s 409A Benefit and will be paid in accordance
with 409A.




4A.8. Power of Committee. 



The Committee shall have the discretionary power to make any and all administrative decisions
regarding the election and payment of an Alternative Distribution, including but not limited to,
(i) the design and format of request forms, (ii) the approval or rejection of requests for an
Alternative Distribution, (iii) the design and format of revocation forms and (iv) the sending of
notices.




Article 5. Unfunded Plan.



The Plan is completely unfunded. Except as obligations under this Plan have been undertaken
pursuant to plans or other arrangements offered by another company, obligations under this Plan are
obligations of the Company. All obligations under this Plan are entirely separate from the
Retirement Plan and any other plan. Participation in this Plan gives a Participant no right to any
funds or assets of the Retirement Plan, or any other plan. The fact that contracts or certificates
may be distributed to recipients of benefits under the Retirement Plan in discharge of obligations
thereunder shall in no way entitle a Participant in this Plan to receive any such contract or
certificate in discharge of obligations under this Plan.




Article 6. Non-transferability of Participant’s Interest



No Participant shall have any power or right to transfer, assign, mortgage, commute or otherwise
encumber any of the Plan 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 7. Effect of Taxes




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Payments under this Plan shall be made after withholding of any Federal, state or local income,
employment or other taxes, legally obligated to be withheld. All tax liabilities arising out of
benefits under this Plan are the sole obligation of the Plan Participant(s) or his/her beneficiary,
including but not limited to, any tax liabilities that may arise under Section 409A. In the event
that a Participant or beneficiary incurs greater tax burdens from payments under this Plan (whether
income, employment, estate or other tax burdens) than they would if such payments had been made
from the Retirement Plan, neither the Company nor any other person shall have an obligation to
reimburse the Participant or beneficiary for such greater tax burdens.




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Article 8. Change of Control



8.1. Definitions.





	(a)	 	Change of Control. For the purposes of this Plan, a “Change of Control” shall be
deemed to have occurred if:






	 	(i)	 	any Person acquires “beneficial ownership” (within the meaning of Rule 13d-3
under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), directly or
indirectly, of securities of the Corporation representing 25% or more of the combined
Voting Power of the Corporation’s securities;
	 
	 	(ii)	 	within any 24-month period, the persons who were directors of the Corporation at
the beginning of such period (the “Incumbent Directors”) shall cease to constitute at
least a majority of the Board of Directors of the Corporation (the “Board”) or the board
of directors of any successor to the Corporation; provided, however,
that any director elected or nominated for election to the Board by a majority
of the Incumbent Directors then still in office shall be deemed to be an Incumbent
Director for purposes of this Section 8.1(a)(ii);
	 
	 	(iii)	 	the stockholders of the Corporation approve a merger, consolidation, share
exchange, division, sale or other disposition of all or substantially all of the assets
of the Corporation which is consummated (a “Corporate Event”), and immediately following
the consummation of which the stockholders of the Corporation immediately prior to such
Corporate Event do not hold, directly or indirectly, a majority of the Voting Power of
(A) in the case of a merger or consolidation, the surviving or resulting corporation,
(B) in the case of a share exchange, the acquiring corporation, or (C) in the case of a
division or a sale or other disposition of assets, each surviving, resulting or
acquiring corporation which, immediately following the relevant Corporate Event, holds
more than 25% of the consolidated assets of the Corporation immediately prior to such
Corporate Event; or
	 
	 	(iv)	 	any other event occurs which the Board declares to be a Change of Control.






	(b)	 	Corporation. For the Purposes of this Article, “Corporation” means MetLife, Inc.






	(c)	 	Person. For purposes of the definition of Change of Control, “Person” shall have the
meaning ascribed to such term in Section 3(a)(9) of the Exchange Act, as supplemented by
Section 13(d)(3) of the Exchange Act, and shall include any group (within the meaning of Rule
13d-5(b) under the Exchange Act); provided, however, that “Person”
shall not include (A) the Corporation or any Affiliate, (B) the MetLife Policyholder Trust (or
any person(s) who would otherwise be described herein solely by reason of having the power to
control the voting of the shares held by that trust), or (C) any employee benefit plan
(including an employee stock ownership plan) sponsored by the Corporation, Company or any
Affiliate.




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	(d)	 	Voting Power. For purposes of the definition of Change of Control, “Voting Power”
shall mean such number of Voting Securities as shall enable the holders thereof to cast all
the votes which could be cast in an annual election of directors of a company, and “Voting
Securities” shall mean all securities entitling the holders thereof to vote in an annual
election of directors of a company.






	(e)	 	Affiliate. For the purposes of this article, an “Affiliate” shall mean any
corporation, partnership, limited liability company, trust or other entity which directly, or
indirectly through one or more intermediaries, controls, or is controlled by, the Corporation.






	(f)	 	Cause. For the purposes of this article, “Cause” means either:






	 	(i)	 	the Participant’s conviction or plea of nolo contendere to a felony, or,
	 
	 	(ii)	 	any act or acts of dishonesty or gross misconduct on the Participant’s part
which results or is intended to result in material damage to the business or
reputation of MetLife.






	(g)	 	Good Reason. For the purposes of this article, “Good Reason” means any of:






	 	(i)	 	any reduction by the Corporation or an Affiliate in the Participant’s
base salary rate below the rate in effect immediately before the Change of Control;
	 
	 	(ii)	 	any relocation by the Corporation or an Affiliate of the Participant’s
usual base work location to any other office or location more than 50 miles from the
Participant’s usual base work location immediately prior to a Change of Control, or in
a state other than the one in which the Participant performed his duties immediately
prior to the Change of Control, in each case except for travel reasonably required in
the performance of the Participant’s responsibilities;
	 
	 	(iii)	 	if the Participant is a party to an Employment Continuation Agreement with
the Corporation or an Affiliate, any circumstance or occurrence constituting “Good
Reason” under that Employment Continuation Agreement;
	 
	 	(iv)	 	the failure of the Corporation or an Affiliate to pay the Employee’s base
salary or employee benefits as required by law.





8.2. Vesting and Other Rights on and After a Change of Control Subject to Conditions



In the event that:





	(a)	 	there is a Change of Control as defined in Section 8.1(a) of this Article, and,






	(b)	 	on the date of the Change of Control or on a date before the second anniversary of the Change
of Control, a Participant in this Plan:




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	 	(i)	 	is involuntarily terminated from employment by the Corporation or any
Affiliate (other than directly in connection with a transfer of employment to or from
the Corporation or any Affiliate) without Cause,
	 
	 	(ii)	 	voluntarily terminates employment with the Corporation or any Affiliate
for Good Reason,




then the Participant’s unvested benefits and rights accrued as of the Change of Control in each,
the Retirement Plan and this Plan, will vest immediately under this Plan, notwithstanding any other
provision of the Retirement Plan or this Plan, or any amendment or termination of this Plan taking
place on or after a Change of Control.



These accrued benefits will be paid under this Plan according to the ordinary distribution rules
of this Plan. The ordinary distribution rules of this Plan are described in Article 4 and
where applicable, Article 4A as they existed immediately prior to the Change of Control. If
this Section 8.2 is triggered, a Participant under Section 2.2 does not have to obtain
Committee approval for an Alternate Distribution in the form of a Single Sum or Installment
Payments for a Specific Period, to the extent that an Alternative Distribution is available to
that Participant under 409A.




Article 9. Interpretation of the Plan 





	(a)	 	The Committee is empowered to take all actions it deems appropriate in administering this
Plan. Any Committee determination with respect to the meaning or application of the
provisions of the Plan shall be binding and conclusive. Benefits will be paid under this Plan
only if the Committee determines in its discretion that the applicant is entitled to them.
Once a Change of Control (as defined in Article 8) has occurred, this subpart (a) of Article 9
shall no longer apply.






	(b)	 	Claims for benefits and appeals of denied claims under the Plan shall be administered in
accordance with Section 503 of ERISA, the regulations thereunder (and any other law that
amends, supplements or supersedes said Section of ERISA), and the procedures adopted by the
Committee, as appropriate. The claims procedures referenced above are incorporated herein by
reference.





Article 10. Governing Law



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 11. Amendment and Termination of Plan



11.1. Except to the extent prohibited by law, the Committee may amend or terminate this Plan at
any time without the consent of any Participant or of any other person. However, any such
amendment or termination will not adversely affect the benefit entitlements of:




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	(a)	 	any Participant receiving benefits under this Plan at or prior to the time of such amendment
or termination, or,






	(b)	 	any Employee who is a Participant in the Retirement Plan to the extent of the present value
of his/her accrued benefit under this Plan prior to the time of such amendment or termination.
However, amendments may be made to all other aspects of this Plan consistent with Section
409A, including, but not limited to:






	 	(i)	 	amendments impacting the timing under which the Participant’s entire
accrued benefit is paid, or,
	 
	 	(ii)	 	amendments impacting the optional forms of benefit available for payment
of the Participant’s entire accrued benefit.




Notwithstanding the above, any amendment or group of amendments made effective on the same date,
which would increase or decrease the annual cost of Plan benefits for active Plan Participants and
former Plan Participants by ten million dollars or more in the aggregate, as determined in good
faith by the Committee, shall be effective only if authorized or ratified by the Board of Directors
of the Company.




11.2.





	(a)	 	Notwithstanding the provisions of Section 11.1 above, or any other provision of this Plan,
on or after a Change of Control (as defined in Article 8), no amendments can be made to
Article 8, Article 9 or Section 11.2 of Article 11 of this Plan; and






	(b)	 	Participants who:






	 	(i)	 	accrued rights or benefits under this Plan prior to a Change of Control
(as defined in Article 8), and,
	 
	 	(ii)	 	whose rights or benefits are not vested at the time of the Change of
Control




cannot have the vesting schedule under Article 3, applicable on the day prior to the Change of
Control, amended with regard to such rights or benefits. The Company may not wrongfully deny
Participants the opportunity to vest in rights or benefits accrued prior to a Change of Control
under this Plan.





METROPOLITAN LIFE INSURANCE COMPANY



Date December
21, 2006




     By /s/
Margery Brittain




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