METLIFE INC
METLIFE DEFERRED COMPENSATION PLAN
<DOCUMENT>
<TYPE>EX-10.4
<SEQUENCE>6
<FILENAME>y65151exv10w4.txt
<DESCRIPTION>METLIFE DEFERRED COMPENSATION PLAN
<TEXT>
<PAGE>
                                                                    Exhibit 10.4







                 MetLife Deferred Compensation Plan for Officers
              (as amended and restated effective October 22, 2002)

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). 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.

3. Eligibility to Participate. Each Officer shall be eligible to participate
   in this Plan; provided, however, that unless the Plan Administrator
   determines otherwise, no Officer who receives a payment  pursuant to Section
   13 of this Plan 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.
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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 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 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 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%; (e) the date on which the Eligible Participant
        wishes the payment of the Deferred Stock Compensation Account to begin;
        (f) the date on which the Eligible Participant wishes the payment of the
        Deferred Cash Compensation Account and Matching Contribution Account to
        begin; (g) whether the Deferred Compensation Accounts are to be paid in
        a single lump sum or annual installments; and (h) if the Deferred
        Compensation Accounts are to be paid in annual installments, the number
        (not to exceed fifteen (15)) of such installments.

   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 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

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        regarding payroll taxation for FICA or otherwise); or (c) requirements
        for employee contributions or premium payments from compensation under
        the terms of any ERISA 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 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. 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 make 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 this Investment Tracking 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 deferred Stock Compensation may be tracked in the MetLife
        Deferred Shares Fund.

   6.2. Actively managed funds: Investment Tracking according to the changes in
        value of shares 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)

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    6.2.4.   MetLife SIP Fixed Income Fund

    6.2.5.   Oakmark International Portfolio

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

    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

    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
        Compensation Cash 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 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 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. A 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 SIP with relation to deferred Compensation had the Compensation
   not been deferred.

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.

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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.

     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 has not yet occurred, as specified in the
                 Participant's Deferral Election, 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) will be
                 deemed to be Retirement Eligible upon attaining age 55, 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,

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                 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 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. 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 10.3.6, the
                 Matching Contribution Account shall be paid in a lump sum.

         10.3.7. Notwithstanding any of the other terms of this Section 10.3,
                 except Section 10.3.6, if 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.

         10.3.8. 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 10.3.8 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.

         10.3.9. 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 spouse to the Participant's estate.

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      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.

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. 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, suspend the deferral of receipt of Compensation by the
       Eligible Associate or Participant pursuant to a Deferral Election and/or
       accelerate the payment of all or a portion of the Participant's Deferred
       Compensation Accounts on the grounds of a hardship need of the
       Participant. The total amount of deferrals suspended or payment advanced
       cannot exceed the amount required to satisfy the financial consequences
       of the hardship. 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.

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.

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 Fair Market Value price of MetLife Stock on the date of the
             Change of Control. Thereafter, the value of the

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             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 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, 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
    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 upon its
    approval by the Board of Directors of Metropolitan Life Insurance Company,
    and shall continue in effect unless and until it is terminated pursuant to
    its terms.

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<PAGE>
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.

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,
          awards under the Corporate Investments Incentive Plan, awards under
          the Real Estate Investments Incentive Plan, awards under the
          Agricultural Investments Incentive Plan, awards under the Individual
          Regional Executive Plan, awards under the Institutional Regional
          Executive Plan, and the Long Term Performance Compensation Plan (and,
          in the case of each incentive compensation plan, any successor
          plan(s)).

    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 of Directors of MetLife, Inc. by a majority of the
                Incumbent Directors then still

                                       9
<PAGE>

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

       21.6. "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.

       21.7. "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.

       21.8. "Deferred Compensation Account" shall mean a Deferred Cash
             Compensation Account, Deferred Stock Compensation Account, or a
             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.

       21.9. "Deferred Stock Compensation Account" shall mean a shall mean a
             record-keeping account established for the benefit of a Participant
             in which is credited Compensation otherwise payable in MetLife
             Stock 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.

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

                                       10
<PAGE>

      21.11. "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.

      21.12. "Fair Market Value" shall mean, for purposes of a Change of
             Control, 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
             Common 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.

      21.13. "Matching Contribution" shall mean the matching contributions (if
             any) with which the Participant's SIP account would have been
             credited under the terms and provisions of SIP with relation to
             deferred Compensation had the Compensation not been deferred.

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

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

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

      21.17. "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 was formerly a
             participant in the GenAmerica Executive Deferred Savings Plan.

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

      21.19. "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

                                       11
<PAGE>

             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.

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

      21.21. "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.

      21.22. "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.

      21.23. "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.

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

      21.25. "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  Auxiliary   Savings  and  Investment  Plan  of  Participating
             Metropolitan Affiliates (and/or any successor plan(s)).

      21.26. "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.

      21.27. "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.

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

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</DOCUMENT>
