exv10w65





Exhibit 10.65



AMENDMENT NUMBER FIVE TO THE

METLIFE LEADERSHIP DEFERRED COMPENSATION PLAN




(As amended and restated 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,
2011, as follows:


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





	“8.	 	 Matching Contribution. If a Participant has a valid deferral election to make
contributions to SIP or the MetLife Bank 401(k) Plan throughout a calendar year, the
Participant’s Matching Contribution Account shall be credited with the amount of Matching
Contribution (if any) with which the Participant’s SIP or MetLife Bank 401(k) Plan account
would have been credited under the terms and provisions of such plan without application of
certain Tax Code limitations under Code sections 415 and 401(a)(17) with respect to
compensation 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 4.7 of this Plan. A Participant’s Matching
Contribution Account shall vest or be forfeited to the same extent, and on the same vesting
schedule, that such Matching Contributions would have vested or been forfeited under the terms
of SIP, notwithstanding any accelerated vesting under the SIP for individuals who transfer to
MetLife Bank.”




2. Section 22.11, “Eligible Associate”, is hereby amended by adding new subsection (d) as follows:





	 	 	 	“(d) an individual to whom an offer of employment in compensation grades 120 through
123 has been made, who is selected by the Plan Administrator for eligibility and has
been so notified.”




3. Section 22.24, “Officer”, is hereby amended to read as follows:





	 	“22.24. 	 	“Officer” shall mean each individual who is employed by a MetLife Company paid from
the United States in United States currency and whose compensation is in an officer or
officer-equivalent grades level, each as determined by the Plan Administrator in its
discretion. For eligibility to defer compensation, grade levels 32 and 120 through 123
are included in this definition.”




4. Section 22.29, “Qualifying Employee”, subsection (a) is hereby amended to read as follows:





	 	 	 	(a) classified in compensation grade 090, 112 through 119 or 152 through 161 and who
earned annual total cash compensation (without regard to benefitability under the
terms of SIP), for the twelve (12) months immediately preceding October 1 of the year
prior to the year subject to the Deferral Election or in such twelve (12)





Amendment Number Five to The MetLife Leadership Deferred Compensation Plan


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	 	 	 	month period otherwise designated by the Plan Administrator, in excess of the
compensation limit under Section 401(a)(17) of the Code (as indexed annually for
inflation) for the year the deferral election is filed;”




IN WITNESS WHEREOF, the Plan Administrator has caused this Amendment to be adopted this 16th
day
of December, 2010.






	 	 	 	 	 

	 

	 	PLAN ADMINISTRATOR	 	 
	 
	 	 	 	 
	 

	 	/s/ Andrew J. Bernstein
 

	 	 
	 

	 	Andrew J. Bernstein	 	 






ATTEST:




/s/ Candice Martin        





Amendment Number Five to The MetLife Leadership Deferred Compensation Plan



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