Exhibit 10.19
AMENDMENT TO MANAGEMENT RESTRICTED STOCK UNIT AGREEMENT
Pursuant to the MetLife, Inc. 2005 Stock and Incentive Compensation Plan
(the "Plan"), MetLife, Inc. hereby amends your Management Restricted Stock Unit
Agreement (the "Agreement") as of December 31, 2005, as follows (this
"Amendment"):
1. Section 2(b) of the Agreement is restated in its entirety as follows:
"(b) Death. In the event that your employment with the Company or
an Affiliate terminates due to your death, your Units will be
due and payable in the form of Shares (or cash at a value equal to
the Closing Price on the date of your death, if so determined by the
Committee)."
2. Any capitalized word used in this Amendment is defined in the Plan or
the Agreement. This Amendment will be construed in accordance with and governed
by the laws of the State of Delaware, regardless of the law that might be
applied under principles of conflict of laws. This Amendment, the Agreement, and
the Plan represent the entire agreement between you and the Company, and you and
all Affiliates, regarding your Units and no other promises, terms, or agreements
of any kind regarding your Units apply. In the event any provision of this
Amendment is held illegal or invalid, the rest of this Amendment will remain
enforceable.
IN WITNESS WHEREOF, the Company has caused its duly authorized officer to
execute this Amendment.
METLIFE, INC.
By: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
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Name
Chairman of the Board and CEO
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Title
/s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
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Signature
This document constitutes part of a prospectus covering securities that
have been registered under the Securities Act of 1933, as amended.