exv10w54






Exhibit 10.54




AMENDMENT NUMBER THREE TO THE

METLIFE LEADERSHIP DEFERRED COMPENSATION PLAN




(As amended and restated effective with respect to salary and Cash Incentive

Compensation January 1, 2005, and with respect to Stock Compensation April 15, 2005)




     The MetLife Leadership Deferred Compensation Plan is hereby amended, effective January 1,
2010, as follows:




	1.	 	Section 8 is hereby added to read as follows:




“Matching Contribution. If a Participant makes contributions to SIP throughout a calendar
year, the Participant’s Matching Contribution Account shall be credited with a 4% Matching
Contribution on any amount that would have been eligible for a contribution into SIP, under the
terms of that plan without application of certain Tax Code limitations under Code sections 415 and
401(a)(17) and that was, in fact, deferred into this Plan. Notwithstanding the foregoing, no
Matching Contributions shall be credited in favor of a Participant during the suspension of such
Participant’s deferrals pursuant to Section 4.6 of this Plan. A Participant’s Matching Contribution
Account shall vest or be forfeited to the same extent, and on such date(s), that such Matching
Contributions would have vested or been forfeited under the terms of SIP.”





	2.	 	Section 12.2 is hereby amended to read as follows:






“The total amount of deferrals suspended or payment advanced shall not exceed the amount
necessary to satisfy the financial consequences of the Unforeseeable Emergency plus any
amounts necessary to pay any of the Participant’s federal, state or local income taxes
reasonably anticipated to result from such distribution and shall not exceed the total value
of the Deferred Compensation Accounts under the Plan. In determining the amount to be
distributed from the Plan on a finding of an Unforeseeable Emergency, the Plan Administrator
shall consider the availability of funds from other sources to satisfy the Unforeseeable
Emergency including the availability of an in-service withdrawal from SIP, and shall offset
those available amounts from the amount distributed from this Plan. No accommodation pursuant
to this Section 12 shall be implemented in a manner or at a time when prohibited or punishable
by any applicable Affiliate policy or law, including but not limited to laws regarding trading
of securities on inside information and the exemptions therefrom.”


3. Section 20 is hereby amended to read as follows:



“Qualified Domestic Relations Orders. The Plan Administrator will distribute, designate,
or otherwise recognize the attachment of any portion of a Participant’s Deferred Compensation
Accounts in favor of the Participant’s spouse, former spouse or dependents to the extent such
action is mandated by the terms of a qualified domestic relations order as defined in Section
414(p) of the Code, and otherwise as determined by this Plan. In cases where the qualified domestic
relations order does not state a specific time and form




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for distribution of the interest of the
spouse, former spouse or dependents, then the interest of these third party beneficiaries will be
paid directly to them in a lump sum as soon as administratively possible after the Plan
Administrator reviews the court order and determines that it properly applies to the Plan.”




     IN WITNESS WHEREOF, the Plan Administrator has caused this Amendment to be adopted this
11th day of December, 2009.



	 	 	 
	 

	 	PLAN ADMINISTRATOR
	 
	 	 
	 

	 	/s/ Margery Brittain
	 

	 	 
	 

	 	Margery Brittain





ATTEST:




	 	 	 
	/s/ Bonita Haskins
	 	 
	 


	 	 






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