<PAGE>
                                                                   Exhibit 10.41

  THIS DOCUMENT CONSTITUTES PART OF A PROSPECTUS COVERING SECURITIES THAT HAVE
         BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED.

                 MetLife Deferred Compensation Plan for Officers
              (as amended and restated effective November 1, 2003)

1.       Purpose. The purpose of the Plan is to provide an opportunity for
         Participants to delay receipt of certain compensation until a later
         date, at which time payment of the compensation will be made after
         adjustment for the simulated investment experience of such compensation
         from date of deferral.

2.       Plan Administration.

         2.1.     The Plan Administrator shall administer the Plan.

         2.2.     The Plan Administrator may establish, amend, and rescind rules
                  and regulations relating to the Plan, provide for conditions
                  necessary or advisable to protect the interest of the MetLife
                  Companies, construe all communications related to the Plan,
                  and make all other determinations it deems necessary or
                  advisable for the administration and interpretation of the
                  Plan.

         2.3.     Determinations, interpretations, and other actions made by the
                  Plan Administrator shall be final, binding, and conclusive for
                  all purposes and upon all individuals.

         2.4.     The Plan Administrator may prescribe forms as the sole and
                  exclusive means for Participants to take actions authorized or
                  allowed under the Plan. The Plan Administrator may issue
                  communications to Eligible Associates and Participants as it
                  deems necessary or appropriate in connection with the Plan
                  (including but not limited to communications explaining the
                  risks and potential benefits of the Investment Tracking
                  Funds). Subject to the provisions of Section 20, the Plan
                  Administrator may, in its sole discretion, adjust the value of
                  Deferred Compensation Accounts on a basis other than as
                  prescribed in Deferral Elections or Reallocation Elections,
                  including but not limited to the use of Investment Tracking
                  Funds other than those selected by the Participant.

         2.5.     Except to the extent prohibited by law, communication by the
                  Plan Administrator (and by an Eligible Associate or
                  Participant to the extent authorized by the Plan
                  Administrator) of any document or writing, including any
                  document or writing that must be executed by a party, may be
                  in an electronic form of communication.

         2.6.     The Plan Administrator may appoint such agents, who may be
                  officers or employees of a MetLife Company, as it deems
                  necessary or appropriate to assist it in administering the
                  Plan and may grant authority to such agents to execute
                  documents and take action on its behalf. The Plan
                  Administrator may consult such legal counsel, consultants, or
                  other professional as it deems desirable and may rely on any
                  opinion received from any such professional or from its agent.
                  All expenses incurred in the administration of the Plan shall
                  be paid by one or more of the MetLife Companies.
<PAGE>
3.       Eligibility to Participate. Each Officer and 090 Employee shall be
         eligible to participate in this Plan; provided, however, that unless
         the Plan Administrator determines otherwise, no Officer or 090 Employee
         who receives a payment pursuant to Section 13 of this Plan (or similar
         provision in any other non-qualified deferred compensation plan in
         which the individual participated by virtue of employment with any
         MetLife Company) shall be eligible to participate in this Plan with
         regard to Compensation payable in any calendar year prior to the
         calendar year next beginning after the third anniversary of such
         payment pursuant to Section 13 is made.

4.       Deferral Elections.

         4.1.     Each calendar year at such time as is determined by the Plan
                  Administrator, each Eligible Associate may complete a Deferral
                  Election applicable to the Eligible Associate's Compensation
                  payable in the following calendar year and submit such
                  Deferral Election to the Plan Administrator. The Plan
                  Administrator shall prescribe the form(s) of Deferral
                  Election.

         4.2.     Each Deferral Election shall indicate (a) the percentage, in
                  increments of 5%, or maximum dollar amount of base salary
                  (which, for greater clarity, shall not include any payments
                  under any such plans contingent on a separation agreement,
                  release, or similar agreement) that would otherwise be paid
                  the receipt of which the Eligible Associate wishes to defer
                  into a Deferred Cash Compensation Account, which shall be no
                  greater than 75% of base salary; (b) the percentage, in
                  increments of 5%, or (except for payments under the Long Term
                  Performance Compensation Plan, International Long Term
                  Performance Compensation Plan, or payments to an 090 Employee)
                  maximum dollar amount of Cash Incentive Compensation, by plan
                  under which such Compensation may be payable, that would
                  otherwise be paid the receipt of which the Eligible Associate
                  wishes to defer into a Deferred Cash Compensation Account
                  (provided, however, that if the Participant expresses a
                  maximum dollar amount of Cash Incentive Compensation for
                  deferral and the amount of Cash Incentive Compensation
                  actually payable to the Participant is less than the maximum
                  dollar amount specified, the Deferral Election shall be deemed
                  to apply to the full amount of the Cash Incentive
                  Compensation); (c) the percentage, in increments of 5%, of
                  Stock Compensation that would otherwise be paid the receipt of
                  which the Eligible Associate wishes to defer into a Deferred
                  Stock Compensation Account; (d) the percentage, in increments
                  of 5%, of cash payments under the Long Term Performance
                  Compensation Plan which the Eligible Associate wishes to defer
                  into a Deferred Stock Compensation Account, (e) the Investment
                  Tracking Fund(s) which the Eligible Participant selects to
                  adjust the value of the Deferred Cash Compensation Account and
                  the value of the Matching Contribution Account, in increments
                  of 5%; (f) the date on which the Eligible Participant wishes
                  the payment of the Deferred Stock Compensation Account to
                  begin; (g) the date on which the Eligible Participant wishes
                  the payment of the Deferred Cash Compensation Account and
                  Matching Contribution Account to begin; (h) whether the
                  Deferred Compensation Accounts are to be paid in a single lump
                  sum or annual installments; and (i) if the Deferred
                  Compensation Accounts are to be paid in annual installments,
                  the number (not to exceed fifteen (15)) of such installments.
                  If, upon Employment Discontinuance (or upon the conclusion of
                  the Participant's receipt of severance payments), the


                                       2
<PAGE>
                  Participant is Retirement Eligible or will be deemed to be
                  Retirement Eligible upon attaining age 55, the Participant's
                  elections regarding Cash Incentive Compensation and/or
                  Deferred Stock Compensation shall be applied to any such
                  compensation otherwise payable after the Participant's
                  Employment Discontinuance.

         4.3.     Each Deferral Election that specifies any deferral of base
                  salary in terms of a maximum dollar amount rather than in
                  percentage terms must specify deferral of at least two hundred
                  dollars ($200) of base salary per pay period. Each Deferral
                  Election that specifies any deferral of Cash Incentive
                  Compensation in terms of a maximum dollar amount rather than
                  in percentage terms must specify deferral of at least five
                  thousand dollars ($5,000) of Cash Incentive Compensation per
                  year.

         4.4.     Each Deferral Election shall indicate the date(s) on which the
                  Eligible Associate wishes the payment of a Deferred
                  Compensation Account to begin by indicating either: (a) a
                  single date certain that is no earlier than January 1 of the
                  calendar year following the calendar year in which the third
                  anniversary of the latest date any Compensation subject to the
                  Deferral Election would have otherwise been paid; (b) the date
                  of the Eligible Associate's termination of employment with
                  Retirement Eligibility.

         4.5.     The Plan Administrator may, in its discretion, either reject
                  or reform any Deferral Election not consistent with (a) this
                  Section 4; (b) employer compliance with legal requirements
                  (including those regarding sufficient tax withholding and
                  those regarding payroll taxation for FICA or otherwise); or
                  (c) requirements for employee contributions or premium
                  payments from compensation under the terms of any plan.

         4.6.     Notwithstanding any other provisions of this Plan, no
                  Compensation payable to a Participant less than one-hundred
                  eighty (180) days after the first day of the second calendar
                  month following a hardship payment to the Participant under
                  SIP or other qualified deferred compensation plan in which the
                  individual participates by virtue of employment with any
                  MetLife Company shall be deferred under this Plan.

5.       Investment Tracking.

         5.1.     Except as provided in Section 2.4 of this Plan, the value of a
                  Participant's Deferred Stock Compensation Account, and only
                  the value of such Deferred Stock Compensation Account, shall
                  be adjusted using the MetLife Deferred Shares Fund as provided
                  in Section 6.1 of this Plan, on the same basis as if the value
                  of such Stock Compensation had been invested in MetLife Stock
                  for such period(s) of time determined by the Deferral Election
                  until it is payable.

         5.2.     The number of shares representing cash payments under the Long
                  Term Performance Compensation Plan deferred into a Deferred
                  Stock Compensation Account pursuant to the terms of Section
                  4.2(d) of this Plan shall be initially determined by dividing
                  the amount of the cash payment deferred by the Fair Market
                  Value of the MetLife Stock on the date such payment was
                  granted to the Participant under the terms of the Long Term
                  Performance Compensation Plan, and shall thereafter be subject
                  to Investment Tracking on the same terms as the balance of the
                  Deferred Stock Compensation Account under Section 5.1 of this
                  Plan.


                                       3
<PAGE>
         5.3.     Except as provided in Sections 2.4 and 5.1 of this Plan, the
                  value of each Participant's Deferred Cash Compensation Account
                  and Matching Contribution Account shall be adjusted to reflect
                  the simulated investment performance using the Investment
                  Tracking Funds selected by the Participant for purposes of
                  such valuation in the Deferral Election, and those selected by
                  the Participant in subsequent Reallocation Elections, on the
                  same basis as if the value of such Deferred Compensation
                  Accounts had been invested in such Investment Tracking Funds
                  for such period(s) of time determined by the Deferral Election
                  and any Reallocation Election until it is payable.

6.       Investment Tracking Funds. The methods of Investment Tracking described
         in this Section 6 shall be available for Deferral Elections and
         Reallocation Elections. If this Section 6 is amended, the Plan
         Administrator may require the Participant to make an appropriate change
         in the Participant's Investment Tracking or may unilaterally impose a
         method of Investment Tracking with regard to such parts of a
         Participant's Deferred Compensation Accounts affected by that
         amendment.

         6.1.     MetLife Deferred Shares Fund. Subject to Section 14.5 of this
                  Plan, value tracked in the MetLife Deferred Shares Fund shall
                  be accounted in number of tracking shares equal to the number
                  of shares of MetLife Stock deferred and adjusted to simulate
                  the effect of each and any of the following on the Stock
                  Compensation had it been paid in MetLife Stock: (a) dividend;
                  (b) stock dividend; (c) stock split; (d) MetLife, Inc.
                  recapitalization (including, but not limited, to the payment
                  of an extraordinary dividend), (e) merger, consolidation,
                  combination, or spin-off affecting MetLife, Inc.
                  capitalization; (f) distribution of MetLife, Inc. assets to
                  holders of MetLife Stock (other than ordinary cash dividends);
                  (g) exchange of shares, or (h) other similar corporate change.
                  Unless otherwise determined by the Plan Administrator, only
                  the value of a Participant's Deferred Stock Compensation
                  Account may be tracked in the MetLife Deferred Shares Fund.

         6.2.     Actively managed funds: Investment Tracking according to the
                  changes in value of shares or units, as applicable, and
                  simulated reinvested dividends and other distributions to
                  share/accountholders in:

                  6.2.1.   MetLife SIP Fixed Income Fund

                  6.2.2.   Lord Abbett Bond Debenture Fund

                  6.2.3.   Oakmark Fund (R)

                  6.2.4.   MetLife SIP Small Company Stock Fund

                  6.2.5.   Oakmark International Fund

         6.3.     Market index funds: Investment Tracking according to the
                  changes in value of the:

                  6.3.1.   S&P 500 (R) Index

                  6.3.2.   Russell 2000 (R) Index

                  6.3.3.   Nasdaq Composite (R) Index

                  6.3.4.   MSCI-EAFE (R) Index

                  6.3.5.   Lehman Brothers (R) Aggregate Bond Index


                                       4
<PAGE>
                  6.3.6.   Merrill Lynch US High Yield Master II Index

                  6.3.7.   MSCI EMF Index (sm)

7.       Reallocation Elections.

         7.1.     The Participant may change the Investment Tracking Funds used
                  to adjust either (a) the value of new contributions to his/her
                  Deferred Cash Compensation Account and credits to his/her
                  Matching Contribution Account, from the date(s) Compensation
                  is deferred rather than paid and any Matching Contributions
                  are credited, as the case may be; and/or (b) the value of the
                  Participant's existing Deferred Cash Compensation Account and
                  Matching Contribution Account.

         7.2.     Unless otherwise determined by the Plan Administrator, 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 Adminstrator 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
                  regarding each of items (a) and (b) of Section 7.1,
                  respectively, shall not exceed six (6) in any calendar year.

8.       Matching Contribution. If a Participant makes contributions to SIP
         throughout a calendar year, the Participant's Matching Contribution
         Account shall be credited with the amount of matching contributions (if
         any) with which the Participant's SIP account would have been credited
         under the terms and provisions of such plan, in each case with relation
         to deferred Compensation in that calendar year and the Compensation not
         been deferred. 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.

9.       Beneficiary Designation. The Plan Administrator shall prescribe the
         form by which each Eligible Associate and Participant may designate a
         beneficiary or beneficiaries (who may be named contingently or
         successively, and among whom payments received under this Plan may be
         split as indicated by the individual) for purposes of receiving payment
         of Deferred Compensation Accounts under this Plan after the death of
         such individual. Each designation will be effective only upon its
         receipt by the Plan Administrator during the life of the individual
         making the designation and shall revoke all prior beneficiary
         designations by that individual related to this Plan.

10.      Payment of Deferred Compensation Accounts.

         10.1.    Amount. Except as provided in Section 2.4 of this Plan, the
                  amount of payment(s) of each Deferred Compensation Account
                  shall reflect the value of those Deferred Compensation
                  Accounts through the date each payment of Deferred
                  Compensation Accounts is payable, as adjusted for Investment
                  Tracking. If payment of Deferred Compensation Accounts is to
                  be made in installments, then the amount of each installment
                  payment will be determined by dividing the value of each of
                  the Deferred Compensation Accounts at the time each payment is
                  due by the remaining number of installments in which the
                  Deferred Compensation Accounts is to be paid.


                                       5
<PAGE>
         10.2.    Form. Except as provided in Section 14.5 of this Plan, payment
                  of a Participant's Deferred Stock Compensation Account shall
                  be made in the form of shares of MetLife Stock. The form of
                  payment of all other Deferred Compensation Accounts shall be
                  cash.

         10.3.    Timing and Number of Payments.

                  10.3.1.  If a Participant dies on any date prior to completion
                           of all payments from a Participant's Deferred
                           Compensation Accounts, the unpaid portions of the
                           Participant's Deferred Compensation Accounts shall
                           become immediately payable in a lump sum.

                  10.3.2.  If the date on which payment of a Participant's
                           Deferred Compensation Accounts is to begin, as
                           specified in the Participant's Deferral Election,
                           occurs prior to the Participant's Employment
                           Discontinuance, then the Participant's Deferred
                           Compensation Accounts shall be payable beginning on
                           the date determined by the Participant's Deferral
                           Election and in the number of payments determined by
                           the Participant's Deferral Election; provided,
                           however, that if the Participant's Employment
                           Discontinuance occurs prior to the completion of all
                           such payments, then all remaining Deferred
                           Compensation Account shall be paid in a lump sum.

                  10.3.3.  If the date on which payment of a Participant's
                           Deferred Compensation Accounts is to begin, as
                           specified in the Participant's Deferral Election, has
                           not occurred prior to the Participant's Employment
                           Discontinuance, and Participant is Retirement
                           Eligible upon Employment Discontinuance (or upon the
                           conclusion of the Participant's receipt of severance
                           payments), then the Participant's Deferred
                           Compensation Accounts shall be payable beginning on
                           the date determined by the Participant's Deferral
                           Election and in the number of payments determined by
                           the Participant's Deferral Election.

                  10.3.4.  If the date on which payment of a Participant's
                           Deferred Compensation Accounts is to begin, as
                           specified in the Participant's Deferral Election, has
                           not yet occurred prior to the Participant's
                           Employment Discontinuance, and the Participant (a) is
                           not Retirement Eligible upon Employment
                           Discontinuance; (b) is, at Employment Discontinuance,
                           eligible to participate in a severance plan offered
                           by a MetLife Company; and (c) either will be deemed
                           to be Retirement Eligible upon attaining age 55 or
                           whose benefit under the Retirement Plan is otherwise
                           determined with reference to the reduction factors
                           for commencing benefit payments prior to normal
                           retirement age applicable to Retirement Plan
                           participants with twenty (20) or more years of
                           service, then the Participant's Deferred Compensation
                           Accounts shall be payable and in the number of
                           payments determined by the Participant's Deferral
                           Election beginning on the date determined by the
                           Participant's Deferral Election; provided, however,
                           that if the Participant's Deferral Election specified
                           payment upon Retirement Eligibility then the
                           Participant's Deferred Compensation Accounts shall be
                           payable upon the Participant's Employment
                           Discontinuance.

                  10.3.5.  If the date on which payment of a Participant's
                           Deferred Compensation Accounts is to begin, as
                           specified in the Participant's Deferral Election, has
                           not occurred prior to the Participant's Employment
                           Discontinuance, and neither Sections 10.3.3


                                       6
<PAGE>
                           nor 10.3.4 applies to the Participant, then the
                           Participant's Deferred Compensation Accounts shall be
                           payable in a lump sum upon the Participant's
                           Employment Discontinuance, notwithstanding the
                           Participant's Deferral Election.

                  10.3.6.  If, consistent with the terms of Section 10 other
                           than this Section 10.3.6, the Participant's Deferral
                           Election applies to Cash Incentive Compensation or
                           Stock Compensation payable after the Participant's
                           Employment Discontinuance, then the Participant's
                           Deferred Compensation Accounts shall be payable
                           beginning on the date determined by the Participant's
                           Deferral Election and in the number of payments
                           determined by the Participant's Deferral Election.

                  10.3.7.  Notwithstanding any of the other terms of this
                           Section 10.3, distribution of amounts from a
                           Participant's Matching Contribution Account shall not
                           be made beginning on any date earlier than the date
                           on which payments of Matching Contributions could
                           have been payable under the terms of SIP. To the
                           extent that the Participant's Matching Contribution
                           Account is not payable on the earliest date(s) that
                           the Participant's other Deferred Compensation
                           Accounts become payable, in each case by virtue of
                           this Section 10.3.7, the Matching Contribution
                           Account shall be paid in a lump sum.

                  10.3.8.  Notwithstanding any of the other terms of this
                           Section 10.3, except Section 10.3.7, to the extent a
                           Participant's Deferred Compensation Accounts are
                           payable pursuant to Section 12 or Section 13 of this
                           Plan, payment shall be made in a single lump sum.

                  10.3.9.  Notwithstanding any of the other terms of this
                           Section 10.3, if a Participant's Deferred
                           Compensation Accounts are otherwise payable upon
                           Employment Discontinuance, but as of that date the
                           Participant has been offered severance pay, then the
                           Participant's Deferred Compensation Accounts shall be
                           payable upon the later of (x) the Participant's date
                           of Employment Discontinuance and (y) the date the
                           final severance payment is made to the Participant by
                           a MetLife Company or an Affiliate. Notwithstanding
                           the foregoing, if this Section 10.3.9 applies, the
                           Plan Administrator may, in its sole discretion,
                           determine that the Deferred Compensation Accounts are
                           payable on any date after the Participant's date of
                           Employment Discontinuance.

                  10.3.10. Payment(s) of a Participant's Deferred Compensation
                           Accounts shall be made as soon as practicable after
                           they are payable, as determined by the Plan
                           Administrator.

         10.4.    To Whom Paid. Except as otherwise provided in this Section
                  10.4 of this Plan, all payments of a Participant's Deferred
                  Compensation Accounts will be made to the Participant. If a
                  Participant dies on any date prior to the date of the
                  completion of all such payments, all unpaid value in the
                  Participant's Deferred Compensation Accounts shall be paid to
                  the beneficiary designated for that purpose by the
                  Participant. If the Participant's designated beneficiary has
                  not survived the Participant, or the Participant has
                  designated no beneficiary for purposes of this Plan, such
                  payment will be made to the Participant's surviving spouse, if
                  any, or if the Participant has no surviving spouse to the
                  Participant's estate.


                                       7
<PAGE>
         10.5.    Withholding. Withholding of taxes and other items required by
                  law shall be made from each payment of a Participant's
                  Deferred Compensation Account or from other payments due to
                  the Participant from MetLife, Inc., any MetLife Company, or
                  any Affiliate.

11.      Loans and Assignments. The Plan shall make no loan, including any loan
         on account of any Deferred Compensation Account, to any Participant or
         any other person nor permit any Deferred Compensation Account to serve
         as the basis or security for any loan to any Participant or any other
         person. No Participant or any other person may sell, assign, transfer,
         pledge, commute, or encumber any Deferred Compensation Account or any
         other rights under this Plan.

12.      Hardship Accommodations.

         12.1.    Upon the written request of an Eligible Associate or
                  Participant, the Plan Administrator may, in its sole
                  discretion and in light of any facts or considerations it
                  deems appropriate, find that the Eligible Associate or
                  Participant has suffered an Unforeseeable Emergency. In light
                  of such a finding, the Plan Administrator may, to the extent
                  the Plan Administrator determines necessary for the Eligible
                  Associate or Participant to address the Unforeseeable
                  Emergency, (a) suspend the deferral of receipt of Compensation
                  by the Eligible Associate or Participant pursuant to a
                  Deferral Election; and/or (b) to the extent the Plan
                  Administrator finds, in its sole discretion, that such a
                  suspension of deferral is insufficient to address the
                  Participant's Unforeseeable Emergency, accelerate the payment
                  of all or a portion of the Participant's Deferred Compensation
                  Accounts. The Plan Administrator shall provide the Eligible
                  Associate or Participant with written notice of its
                  determinations in response to the Eligible Associate's or
                  Participant's request.

         12.2.    The total amount of deferrals suspended or payment advanced
                  shall not exceed the amount required to satisfy the financial
                  consequences of the Unforseeable Emergency and amounts equal
                  to the withholding required by Section 10.5, and shall not
                  exceed the total value of the Deferred Compensation Accounts
                  under the Plan. No accommodation pursuant to this Section 12
                  shall be implemented in manner or at a time when prohibited or
                  punishable by any applicable MetLife Company policy or law,
                  including but not limited to law regarding trading of
                  securities on inside information and the exemptions therefrom.

         12.3.    If the Eligible Associate or Participant participates in any
                  other deferred compensation plan by virtue of employment with
                  any MetLife Company, the Plan Administrator may coordinate the
                  operation of this Section 12 with the operation or similar
                  provisions of any such other plan, including but not limited
                  to reducing the value of deferrals in ascending order of the
                  value of deferrals in each plan beginning with the plan in
                  which the individual's deferrals have the lowest value.

         12.4.    In the event that an acceleration of payment from the
                  Participant's Deferred Compensation Accounts is made, (a) the
                  value of the Participant's Deferred Cash Compensation Account
                  shall be reduced, and (b) if the reduction in the value of the


                                       8
<PAGE>
                  Participant's Deferred Cash Compensation Account is less than
                  the payment made, the Plan Administrator may in its sole
                  discretion reduce the value of the Participant's Matching
                  Contribution Account and/or Deferred Stock Compensation
                  Account, in amounts determined by the Plan Administrator in
                  its discretion, equal to a total reduction equal to the
                  difference between the payments made and the value by which
                  the Participant's Deferred Cash Compensation Account was
                  reduced.

         12.5.    To the extent that the value of the Participant's Deferred
                  Cash Compensation Account or Matching Contribution Account is
                  reduced, the value tracked according to each Investment
                  Tracking Fund shall be reduced proportionate to the total
                  value of the Deferred Cash Compensation Account or Matching
                  Contribution Account, respectively, being tracked in that
                  Investment Tracking Fund.

13.      Accelerated Payment. A Participant shall, upon written request, be paid
         ninety per cent (90%) of the value of the Participant's Deferred
         Compensation Accounts but shall forfeit ten per cent (10%) of the value
         of the Participant's Deferred Compensation Accounts. Each participant
         receiving such a payment under this Section 13 shall be ineligible to
         participate in this Plan for such time as provided in Section 3 of this
         Plan. No payment pursuant to this Section 13 shall be made in manner or
         at a time when prohibited or punishable by any applicable MetLife
         Company policy or law, including but not limited to law regarding
         trading of securities on inside information and the exemptions
         therefrom.

14.      Change of Control.

         14.1.    The Plan Administrator shall transmit to each Eligible
                  Associate communications and documents necessary for each
                  Participant to complete a Change of Control Election
                  applicable to the Participant's Deferred Compensation
                  Accounts.

         14.2.    Each Change of Control Election shall indicate whether the
                  Participant wishes payment of Deferred Compensation Accounts
                  to be made under the circumstances described in Section 14.4
                  of this Plan.

         14.3.    Upon the occurrence of a Change of Control, Section 2.3 of
                  this Plan shall no longer be applicable to any rights,
                  including accrued Deferred Compensation Accounts, existing in
                  favor of any Participant as of the date before the Change of
                  Control.

         14.4.    Upon the occurrence of both (a) a Change of Control and (b) a
                  Participant's Employment Discontinuance on or after the Change
                  of Control but before the second anniversary of the Change of
                  Control, payment of all Deferred Compensation Accounts shall
                  be made in a lump sum to the Participant if the Participant's
                  Change of Control Election specifies that payment shall be
                  made in such circumstances.

         14.5.    Upon a Change of Control, the value of a Participant's
                  Deferred Stock Compensation Account shall immediately be
                  determined using the Change of Control Value price of MetLife
                  Stock on the date of the Change of Control. Thereafter, the
                  value of the Participant's Deferred Stock Compensation Account
                  shall be adjusted, and the form of payment of the Deferred
                  Stock Compensation Account shall be in a form, each as
                  determined prior to the Change of Control by the Plan
                  Administrator on a basis the Plan Administrator determines is
                  reasonable in light of the Change of Control. If the


                                       9
<PAGE>
                  Plan Administrator makes no determination pursuant to the
                  foregoing prior to the Change of Control, after a Change of
                  Control the value of the Participant's Deferred Stock
                  Compensation Account shall be adjusted, and the form of
                  payment of the Deferred Stock Compensation Account shall be in
                  a form, each on a basis as is selected by the Participant from
                  among the same alternatives available at the time to the
                  Participant with regard to the Deferred Cash Compensation
                  Account.

15.      Nature of Liability. All Deferred Compensation Accounts accrued under
         this Plan on or after January 1, 2003 are unsecured obligations of
         MetLife, Inc. and any successor thereto, and are neither obligations,
         debts, nor liabilities of any other entity or party. This Plan and the
         liabilities created hereunder are unfunded. Investment Tracking, any
         other means for adjusting the value of Deferred Compensation Accounts,
         and any communication or documentation regarding this Plan or any
         Participant's Deferred Compensation Accounts are for recordkeeping
         purposes only and do not create any right, property, security, or
         interest in any assets of MetLife, Inc. or any other party. All
         Deferred Compensation Accounts accrued under this Plan on or after
         January 1, 2003 are subject to the claims of general creditors of
         MetLife, Inc; all Deferred Compensation Accounts accrued under this
         Plan prior to January 1, 2003 are subject to the claims of general
         creditors of the company liable for such Deferred Compensation
         Accounts. Notwithstanding the foregoing, if any MetLife Company
         employing a Participant ceases to be an Affiliate, the Plan
         Administrator may determine on or before the date of the transaction in
         which the MetLife Company ceased to be an Affiliate (or afterward, with
         the consent of an officer of MetLife, Inc.), that the liabilities
         associated with some or all of the employees of that MetLife Company
         who are Participants shall transfer from MetLife, Inc. to that MetLife
         Company as of the date that MetLife Company ceases or ceased to be an
         Affiliate.

16.      No Guarantee of Employment; No Limitation on Employer Action. Nothing
         in this Plan shall interfere with or limit in any way the right of any
         employer to establish the terms and conditions of employment of any
         individual, including but not limited to compensation and benefits, or
         to terminate the employment of any individual, nor confer on any
         individual the right to continue in the employ of any employer. Nothing
         in this Plan shall limit the right of any employer to establish any
         other compensation or benefit plan. No Deferred Compensation Account
         shall be treated as compensation for purposes of a Participant's right
         under any other plan, policy, or program, except as stated or provided
         in such plan, policy, or program. Nothing in this Plan shall be
         construed to limit, impair, or otherwise affect the right of any entity
         to make adjustments, reorganizations, or changes to its capital or
         business structure, or to merge, consolidate, dissolve, liquidate,
         sell, or transfer all or any part of its business or assets.

17.      Term of Plan. This Plan shall be effective in this restated form on
         November 1, 2003, as approved by the Plan Administrator in accordance
         with the terms of the Plan as amended and restated effective October
         22, 2002, and shall continue in effect unless and until it is
         terminated pursuant to its terms.

18.      Governing Law. The Plan shall be construed in accordance with and
         governed by New York law, without regard to principles of conflict of
         laws.


                                       10
<PAGE>
19.      Entire Plan; Third Party Beneficiaries. This Plan document is the
         entire expression of the Plan, and no other oral or written
         communication, other than documents authorized under this Plan and
         fulfilling its express terms, shall determine the terms of the Plan or
         the terms of any agreement between an Eligible Associate or Participant
         and a MetLife Company with regard to the Plan or Deferred Compensation
         Accounts. There are no third party beneficiaries to this Plan, other
         than Participants' respective beneficiaries designated under the terms
         of this Plan.

20.      Amendment and Termination. Except to the extent otherwise required by
         law, the Plan Administrator may amend, modify, suspend, or terminate
         this Plan at any time. Any such amendment or termination will not
         reduce the amount in Deferred Compensation Accounts accrued under this
         Plan prior to the execution of such amendment or termination. For
         further clarification, except as stated in the sentence above (or as
         provided in Section 14), amendments may otherwise be made to any and
         all provisions of the Plan, including but not limited to amendments
         affecting the time of distribution of Deferred Compensation Accounts,
         affecting forms of distribution of Deferred Compensation Accounts, or
         affecting any of the Investment Tracking Funds or any other means for
         adjusting the value of Deferred Compensation Accounts.

21.      Definitions. Capitalized terms in this Plan, and their forms, shall
         have the following meanings:

         21.1.    "Affiliate" shall mean any corporation, partnership, limited
                  liability company, trust or other entity which directly, or
                  indirectly through one or more intermediaries, controls, or is
                  controlled by, MetLife, Inc.

         21.2.    "Cash Incentive Compensation" shall mean compensation payable
                  in the form of cash under the Annual Variable Incentive
                  Compensation Plan, the Corporate Investments Incentive Plan,
                  the Real Estate Investments Incentive Plan, the Agricultural
                  Investments Incentive Plan, the Individual Regional Executive
                  Plan, the Institutional Regional Executive Plan, the
                  International Long Term Performance Compensation Plan, the
                  Long Term Performance Compensation Plan (and, in the case of
                  each incentive compensation plan, any successor plan(s)), or
                  payments of the nature of incentive compensation to an 090
                  Employee, but (for greater clarity) shall not include any
                  payments in lieu of compensation payable under any such plans
                  contingent on a separation agreement, release, or similar
                  agreement.

         21.3.    "Change of Control" shall mean the occurrence of any of:

                  21.3.1.  any Person acquires "beneficial ownership" (within
                           the meaning of Rule 13d-3 under the Securities
                           Exchange Act of 1934, as amended ("Exchange Act")),
                           directly or indirectly, of securities of MetLife,
                           Inc. representing 25% or more of the combined Voting
                           Power of MetLife, Inc.'s securities;

                  21.3.2.  within any 24-month period, the persons who were
                           directors of MetLife, Inc. at the beginning of such
                           period (the "Incumbent Directors") shall cease to
                           constitute at least a majority of the Board of
                           Directors of MetLife, Inc. (the "Board") or the board
                           of directors of any successor to MetLife, Inc.;
                           provided, however, that any director elected or
                           nominated for election to the Board by a


                                       11
<PAGE>
                           majority of the Incumbent Directors then still in
                           office shall be deemed to be an Incumbent Director
                           for purposes of this subsection 21.3.2;

                  21.3.3.  the stockholders of MetLife, Inc. approve a merger,
                           consolidation, share exchange, division, sale or
                           other disposition of all or substantially all of the
                           assets of MetLife, Inc. which is consummated (a
                           "Corporate Event"), and immediately following the
                           consummation of which the stockholders of MetLife,
                           Inc. immediately prior to such Corporate Event do not
                           hold, directly or indirectly, a majority of the
                           Voting Power of (1) in the case of a merger or
                           consolidation, the surviving or resulting
                           corporation, (2) in the case of a share exchange, the
                           acquiring corporation, or (3) in the case of a
                           division or a sale or other disposition of assets,
                           each surviving, resulting or acquiring corporation
                           which, immediately following the relevant Corporate
                           Event, holds more than 25% of the consolidated assets
                           of the MetLife, Inc. immediately prior to such
                           Corporate Event; or

                  21.3.4.  any other event occurs which the Board declares to be
                           a Change of Control.

         21.4.    "Change of Control Election" shall mean a written document
                  executed by the Eligible Associate specifying the Eligible
                  Associate's instructions regarding the matters addressed by
                  Section 14.4 of this Plan.

         21.5.    "Change of Control Value" shall mean the highest price per
                  share of MetLife Stock offered in conjunction with any
                  transaction resulting in a Change of Control (as determined in
                  good faith by the Plan Administrator if any part of the
                  offered price is payable other than in cash) or, in the case
                  of a Change of Control occurring solely by reason of a change
                  in the composition of the Board of Directors of MetLife, Inc.,
                  the highest Closing Value of the MetLife Stock on any of the
                  30 trading days immediately preceding the date on which a
                  Change of Control occurs. For this purpose, the "Closing
                  Value" shall mean, on any date, the closing prices of MetLife
                  Stock as reported in the principal consolidated transaction
                  reporting system for the New York Stock Exchange (or on such
                  other recognized quotation system on which the trading prices
                  of MetLife Stock are quoted at the relevant time) on such
                  date, and in the event that there are no MetLife Stock
                  transactions reported on such tape (or such other system) on
                  such date, Closing Value shall mean the closing price on the
                  immediately preceding date on which MetLife Stock transactions
                  were so reported.

         21.6.    "Compensation" shall mean base salary, Cash Incentive
                  Compensation, and Stock Compensation payable by MetLife, Inc.
                  or an Affiliate.

         21.7.    "Deferral Election" shall mean a written document executed by
                  the Eligible Associate specifying the Eligible Associate's
                  instructions regarding the matters addressed by Section 4 of
                  this Plan.

         21.8.    "Deferred Cash Compensation Account" shall mean a
                  record-keeping account established for the benefit of a
                  Participant in which is credited Compensation otherwise
                  payable in cash to a Participant, but accounted for to the
                  credit of the Participant under the terms of this Plan rather
                  than paid to the Participant as and when originally earned.


                                       12
<PAGE>
         21.9.    "Deferred Compensation Account" shall mean a Deferred Cash
                  Compensation Account, Deferred Stock Compensation Account, or
                  Matching Contribution Account (and, when used in the plural,
                  all such Deferred Compensation Accounts to the credit of a
                  Participant under the terms of this Plan). The value of each
                  Deferred Compensation Account shall be adjusted as provided in
                  this Plan.

         21.10.   "Deferred Stock Compensation Account" shall mean a
                  record-keeping account established for the benefit of a
                  Participant in which is credited Compensation either (a)
                  otherwise payable in MetLife Stock to a Participant, or (b)
                  otherwise payable in cash as an award under the Long Term
                  Performance Compensation Plan, but which the Participant has
                  elected to defer in a Deferred Stock Compensation Account
                  under Section 4.2(d) of this Plan, but accounted for to the
                  credit of the Participant under the terms of this Plan rather
                  than paid to the Participant as and when originally earned.

         21.11.   "Eligible Associate" shall mean an Officer or 090 Employee at
                  such times that Officer or 090 Employee is eligible to
                  participate in this Plan as provided in Section 3 of this
                  Plan.

         21.12.   "Employment Discontinuance" shall mean the termination of
                  employment with a MetLife Company or an Affiliate, other than
                  in connection with the transfer of employment to another
                  MetLife Company or any Affiliate.

         21.13.   "Fair Market Value" shall mean, on any date, the closing price
                  of MetLife Stock as reported in the principal consolidated
                  transaction reporting system for the New York Stock Exchange
                  (or on such other recognized quotation system on which the
                  trading prices of MetLife Stock are quoted at the relevant
                  time) on such date. In the event that there are no MetLife
                  Stock transactions reported on such tape (or such other
                  system) on such date, Fair Market Value shall mean the closing
                  price on the immediately preceding date on which MetLife Stock
                  transactions were so reported.

         21.14.   "Investment Tracking" shall mean the adjustment of value to
                  reflect simulated investment performance.

         21.15.   "Investment Tracking Funds" shall mean those funds and
                  vehicles described in Section 6 of this Plan.

         21.16.   "Matching Contributions" shall mean the matching contributions
                  described in Section 8 of this Plan.

         21.17.   "Matching Contribution Account" shall mean a record-keeping
                  account established for the benefit of a Participant in which
                  is credited Matching Contributions.

         21.18.   "MetLife Companies" shall mean MetLife Group, Inc.;
                  Metropolitan Property and Casualty Insurance Company; MetLife
                  Securities, Inc.; MetLife Bank, National Association; and
                  Edison Supply and Distribution, Inc.

         21.19.   "MetLife Stock" shall mean shares of common stock of MetLife,
                  Inc.

         21.20.   "Officer" shall mean each individual who is employed by a
                  MetLife Company paid from the United States in United States
                  currency and is either (a) an officer of any one or more
                  MetLife Companies; (b) an employee of any MetLife Company in
                  the same or an equivalent compensation grade level as officers
                  of that MetLife Company; or (c) an employee of any MetLife
                  Company who is eligible under the terms of the Long


                                       13
<PAGE>
                  Term Performance Compensation Plan or the International Long
                  Term Performance Compensation Plan, notwithstanding the
                  individuals' Employment Discontinuance, for future payment
                  under either such plan.

         21.21.   "Participant" shall mean each Eligible Associate who has had
                  compensation deferred by operation of a deferral election
                  under this Plan.

         21.22.   "Person" shall have the meaning ascribed to such term in
                  Section 3(a)(9) of the Exchange Act, as supplemented by
                  Section 13(d)(3) of the Exchange Act, and shall include any
                  group (within the meaning of Rule 13d-5(b) under the Exchange
                  Act); provided, however, that "Person" shall not include (i)
                  MetLife, Inc. or any Affiliate of MetLife, Inc., (ii) the
                  MetLife Policyholder Trust (and any person(s) who would
                  otherwise be described herein solely by reason of having the
                  power to control the voting of the shares held by that trust),
                  or (iii) any employee benefit plan (including an employee
                  stock ownership plan) sponsored by MetLife, Inc. or any
                  Affiliate of MetLife, Inc.

         21.23.   "Plan" shall mean this MetLife Deferred Compensation Plan for
                  Officers.

         21.24.   "Plan Administrator" shall mean the Plan Administrator of the
                  Retirement Plan, including any person to whom such office has
                  been delegated consistent with the Retirement Plan.

         21.25.   "Reallocation Election" shall mean a written document executed
                  by the Participant specifying the Participant's instructions
                  regarding the matters addressed by Section 7 of this Plan.

         21.26.   "Retirement Eligible" shall mean: (a) if the Participant
                  participates in the Retirement Plan, the Participant has met
                  the age and service criteria necessary to begin receiving
                  pension payments under the "traditional formula" in the
                  Retirement Plan immediately upon terminating service
                  (regardless of whether the Participant is actually eligible to
                  receive "traditional formula" pension payments), and (b) if
                  the Participant participates in any other retirement plan
                  offered by a MetLife Company or any Affiliate, the Participant
                  has met the age and service criteria necessary to begin
                  receiving pension payments immediately upon terminating
                  service.

         21.27.   "Retirement Plan" shall mean the Metropolitan Life Retirement
                  Plan for United States Employees.

         21.28.   "SIP" shall mean each and all of the Savings and Investment
                  Plan for Employees of Metropolitan Life and Participating
                  Affiliates, the Metropolitan Life Auxiliary Savings and
                  Investment Plan, and the Metropolitan Life Supplemental
                  Auxiliary Savings and Investment Plan (and/or any successor
                  plan(s)).

         21.29.   "Stock Compensation" shall mean compensation payable in the
                  form of shares of MetLife Stock, including awards in that form
                  under the Long Term Performance Compensation Plan.

         21.30.   "Unforeseeable Emergency" shall mean severe financial hardship
                  to the Participant resulting from a sudden and unexpected
                  illness or accident of the Participant or a dependent of the
                  Participant, loss of the Participant's property due to
                  casualty, or other similar extraordinary and unforeseeable
                  circumstances arising as a result of

                                       14
<PAGE>
                  events beyond the control of the Participant, in any case that
                  is not or can not be relieved by the Participant through
                  reimbursement or compensation by insurance or otherwise,
                  liquidation of the Participant's assets (to the extent such
                  liquidation would not itself cause severe financial hardship),
                  and in any case solely to the extent consistent with the
                  grounds for action by the Plan Administrator under Section 12
                  of the Plan under law in light of the tax status of the Plan.

         21.31.   "Voting Power" shall mean such number of Voting Securities as
                  shall enable the holders thereof to cast all the votes which
                  could be cast in an annual election of directors of a company.

         21.32.   "Voting Securities" shall mean all securities entitling the
                  holders thereof to vote in an annual election of directors of
                  a company.

         21.33.   "090 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 by the individual's
                  employer in compensation grade 090 and earned two-hundred
                  thousand dollars ($200,000) in annual total cash compensation
                  benefitable 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; (b) 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 (c) deemed to
                  be an 090 Employee by the Plan Administrator in its
                  discretion.


                                       15
<PAGE>
IN WITNESS WHEREOF, the Plan Administrator has executed this amended and
restated this MetLife Deferred Compensation Plan for Officers, effective
November 1, 2003.

PLAN ADMINISTRATOR

/s/ James N. Heston
--------------------------------------------------------
James N. Heston

Date: November 4, 2003
      --------------------------------------------------

Witness: /s/ Anna Miraglia
         -----------------------------------------------


                                       16