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                                                                   Exhibit 10.47


                           AMENDMENT NUMBER TWO 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 December 31, 2008, as follows:

1.   A new Section 4.3 is hereby added to the Plan to read as follows:

     "With regard to Qualifying Employees, for purposes of Section 4.2 above, in
     order for an amount to be eligible for deferral under this plan and to
     validly be the subject of a Deferral Election the amount deferred must be
     determined by the Plan Administrator to be: (a) benefitable under the terms
     of SIP, or (b) an award under the terms of the 2005 Stock and Incentive
     Compensation Plan. The Plan Administrator may reform or interpret any
     Deferral Election as necessary to limit the amount deferred as provided
     under this Section 4.3."

     All subsequent subsections within Section 4 of the Plan shall be
     re-designated accordingly.

2.   Section 7.2 is hereby amended to read as follows:

     "Unless the Plan Administrator determines otherwise, a Reallocation
     Election shall be effective on the date it is received by the Plan
     Administrator, or on the following business day if it is received by the
     Plan Administrator at a time when the Plan Administrator determines it is
     not practicable or convenient to the operation of the Plan to apply such
     Reallocation Election on the date it is received. The number of
     Reallocation Elections by a Participant for (a) and (b) of Section 7.1 of
     this Plan, shall not exceed six (6) in any calendar year for each of (a)
     and (b) of Section 7.1; provided, however, that the number of such
     Reallocation Elections submitted by a Participant on a single day shall be
     aggregated as a single election for purposes of the limit expressed in this
     sentence."

3.   Section 22.15 is hereby amended to read as follows:

     ""Key Employee" shall mean at any given time, an employee subject to Code
     Section 416(i) as of September 30 of the prior calendar year as determined
     by the Plan Administrator."

4.   Section 22.20 is hereby amended to read as follows:

     ""MetLife Companies" shall mean MetLife Group, Inc.; Metropolitan Property
     and Casualty Insurance Company; MetLife Bank, National Association; and
     SafeGuard Health Plans, Inc.(of California)."

5.   A new Section 22.27 is hereby added to the Plan to read as follows:


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     ""Qualifying Employee" shall mean each individual who is employed by a
     MetLife Company paid from the United States in United States currency, who
     is either (a) classified in compensation grade 090, 112 through 121 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) 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; (b) serving in the first
     calendar year in the compensation grades noted above and found by the Plan
     Administrator in its discretion to have earned compensation in excess of
     the compensation limit under Section 401(a)(17) of the Code from any or all
     employers or principals in the prior calendar year (or in the second prior
     calendar year, should the Plan Administrator anticipate or determine that
     information on the individual's earnings in the prior calendar year that
     the Plan Administrator would find sufficiently reliable is not available);
     (c) an employee of any MetLife Company who was formerly a participant in
     the GenAmerica Executive Deferred Savings Plan, deferred compensation under
     that plan, and has submitted a Deferral Election under this Plan for each
     year the individual was otherwise eligible to do so under this Plan; or (d)
     deemed to be a Qualifying Employee by the Plan Administrator in its
     discretion."

All subsequent subsections within Section 22 of the Plan shall be re-designated
accordingly.

6.   Section 22.30 which contained the definition of "090 Employee" is deleted
     in its entirety. All instances where "090 Employee" appears in each Section
     of the Plan are hereby changed to "Qualifying Employee".

     IN WITNESS WHEREOF, the Plan Administrator has caused this Amendment to be
adopted this 11th day of December, 2008.

PLAN ADMINISTRATOR

/s/ Margery Brittain
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Margery Brittain


ATTEST:

/s/ Bonita Haskins
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