exv10w80





Exhibit 10.80



AMENDMENT NUMBER FIVE TO THE




METLIFE AUXILIARY PENSION PLAN



(As amended and restated effective January 1, 2008)



     The MetLife Auxiliary Pension Plan is hereby amended, effective January 1, 2010, as follows:


1. Part I, Article 4, Section 4.6, the first paragraph of subsection (b) shall be amended to read
as follows:





	“(b)	 	 The annual variable incentive component (“AVIC”) of the Participant’s Final Average
Compensation representing the MetLife Annual Variable Incentive Plan or successor annual cash
bonus plan or program shall have the same meaning given to this term under the Retirement
Plan. However, this component of Final Average Compensation will be determined using the
average of the Participant’s highest 5 annual variable incentives (not necessarily
consecutive) with respect to the 10 annual variable incentives 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 calculated as provided immediately below).”





2. Part I, Article 4, Section 4.6, the second paragraph of subsection (b) through the end of
subsection (b) shall be amended to read as follows:



“The AVIC, 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 annual variable incentives 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) for which the
annual variable incentive 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 annual variable incentives 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 annual variable incentives.




Notwithstanding (b)(i), (ii) and (iii), if a specific amount of annual variable incentive was
already approved under its respective plan, prior to the Participant’s date of Retirement or






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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 annual variable
incentives with regard to any annual variable incentive payable for the Participant’s year of
Retirement or termination.



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



For an eligible Participant who is a Commissioned Employee Final Average Compensation will be the
amount described in appropriate provisions of the Retirement Plan.



Notwithstanding any other provisions of this Section 4.6, Final Average Compensation that can be
taken into account to determine each Participant’s benefit under this Plan cannot exceed $4.6
million.”




     IN WITNESS WHEREOF, the Company has caused this Amendment to be adopted in its name and behalf
this  21st day of December, 2010, by its officer thereunto duly authorized.



	 	 	 	 	 
	 	METROPOLITAN LIFE INSURANCE COMPANY

 	 
	 	By:  	/s/ Andrew J. Bernstein	 
	 	 	 	 
	 	 	Andrew J. Bernstein, Plan Administrator 	 
	 



	 	 	 

	ATTEST:
	 	 
	 
	 	 
	/s/ Candice Martin 


	 	 







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