Common use of Company Covenants Clause in Contracts

Company Covenants. The Company agrees with each of the Underwriters of the Shares: (i) To prepare the Final Prospectus as amended and supplemented in relation to the Shares and the Preferred Shares in a form approved by the Representatives and to timely file such Final Prospectus pursuant to Rule 424(b) under the Act; (ii) to make no further amendment or any supplement to the Registration Statement, the Time of Sale Prospectus or the Final Prospectus as amended or supplemented after the date hereof and prior to the Time of Delivery for the Shares unless the Representatives shall have had a reasonable opportunity to review and comment upon any such amendment or supplement prior to any filing thereof; (iii) to advise the Representatives promptly of any such amendment or supplement after such Time of Delivery and furnish the Representatives with copies thereof; (iv) to file promptly all reports and any definitive proxy or information statements required to be filed by the Company with the Commission pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act for so long as the delivery of a prospectus is required in connection with the offering or sale of the Shares, and during such same period to advise the Representatives, promptly after it receives notice thereof, of (I) the time when any amendment to the Registration Statement has been filed or becomes effective or any supplement or amendment to the Time of Sale Prospectus or the Final Prospectus has been filed with the Commission, (II) the issuance by the Commission of any stop order or of any order preventing or suspending the use of the Registration Statement, the Time of Sale Prospectus or the Final Prospectus, (III) the suspension of the qualification of the Shares for offering or sale in any jurisdiction or of the initiation or threatening of any proceeding for any such purpose, or (IV) any request by the Commission for the amending or supplementing of the Registration Statement, the Time of Sale Prospectus or the Final Prospectus or for additional information; and, in the event of the issuance of any such stop order or of any such order preventing or suspending the use of the Time of Sale Prospectus or the Final Prospectus or suspending any such qualification, to use promptly its best efforts to obtain the withdrawal of such order; (b) To furnish to you a copy of each proposed Issuer Free Writing Prospectus to be prepared by or on behalf of, used by, or referred to by the Company and not to use or refer to any proposed free writing prospectus without your consent; (c) Not to take any action that would result in an Underwriter or the Company being required to file with the Commission pursuant to Rule 433(d) under the Act a free writing prospectus prepared by or on behalf of the Underwriters that the Underwriters otherwise would not have been required to file thereunder; (d) If the Time of Sale Prospectus is being used to solicit offers to buy the Shares at a time when the Final Prospectus is not yet available to prospective purchasers, to furnish the Underwriters with copies of the Time of Sale Prospectus as amended or supplemented in such quantities as the Representatives may from time to time reasonably request, and if at such time any event shall have occurred as a result of which the Time of Sale Prospectus as then amended or supplemented would include an untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in light of the circumstances under which they were made when such Time of Sale Prospectus is delivered, not misleading, or, if for any other reason it shall be necessary during such period to amend or supplement the Time of Sale Prospectus or to file under the Exchange Act any document incorporated by reference in the Time of Sale Prospectus in order to comply with the Act or the Exchange Act, to notify the Representatives and upon their request to prepare and furnish without charge to each Underwriter and to any dealer in securities as many copies as the Representatives may from time to time reasonably request of an amended Time of Sale Prospectus or a supplement to the Time of Sale Prospectus which will correct such statement or omission or effect such compliance; (e) Promptly from time to time to take such action as the Representatives may reasonably request to qualify the Shares and the Preferred Shares for offering and sale under the securities and insurance securities laws of such jurisdictions as the Representatives may request and to comply with such laws so as to permit the continuance of sales and dealings therein in such jurisdictions for as long as may be necessary to complete the distribution of the Shares, provided that in connection therewith, the Company shall not be required to qualify as a foreign corporation or to file a general consent to service of process in any jurisdiction or to subject itself to taxation in respect of doing business in any jurisdiction in which it is not otherwise subject to such taxation; (f) To furnish the Underwriters with copies of the Final Prospectus as amended or supplemented in such quantities as the Representatives may from time to time reasonably request, and, if the delivery of a prospectus is required at any time in connection with the offering or sale of the Shares (or in lieu thereof the notice referred to in Rule 173(a) under the Act), and if at such time any event shall have occurred as a result of which the Final Prospectus as then amended or supplemented would include an untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in light of the circumstances under which they were made when such Final Prospectus (or in lieu thereof the notice referred to in Rule 173(a) under the Act) is delivered, not misleading, or, if for any other reason it shall be necessary during such period to amend or supplement the Final Prospectus or to file under the Exchange Act any document incorporated by reference in the Final Prospectus in order to comply with the Act or the Exchange Act, to notify the Representatives and upon their request to prepare and furnish without charge to each Underwriter and to any dealer in securities as many copies as the Representatives may from time to time reasonably request of an amended Final Prospectus or a supplement to the Final Prospectus which will correct such statement or omission or effect such compliance; (g) To make generally available to its securityholders as soon as practicable, but in any event not later than eighteen months after the effective date of the Registration Statement, an earning statement of the Company and its subsidiaries (which need not be audited) complying with Section 11(a) of the Act and the rules and regulations thereunder; (h) During a period of 30 days from the date of this Agreement, not to offer, sell, contract to sell or otherwise dispose of any securities of the Company which are substantially similar to the Shares and the Preferred Shares, without the prior written consent of the Representatives, which consent shall not be unreasonably withheld; provided, however, that the foregoing sentence shall not apply to the Shares to be sold hereunder; (i) Not to take, directly or indirectly, any action designed to or that would constitute or that might reasonably be expected to cause or result in, under the Exchange Act or otherwise, stabilization or manipulation of the price of any security of the Company to facilitate the sale or resale of the Shares; (j) To use the net proceeds received by it from the sale of the Shares in the manner specified in the Registration Statement, the Time of Sale Prospectus and the Final Prospectus under the caption “Use of Proceeds”; and (k) To use its best efforts to effect the listing of the Shares on the NYSE within 30 days of the First Time of Delivery for the Shares.

Company Covenants. The Company agrees with each of the Underwriters of the SharesSecurities: (i) To prepare the Final Prospectus as amended and supplemented in relation to the Shares and the Preferred Shares Securities in a form approved by the Representatives and to timely file such Final Prospectus pursuant to Rule 424(b) under the Act; (ii) to make no further amendment or any supplement to the Registration Statement, the Time of Sale Prospectus Statement or the Final Prospectus as amended or supplemented after the date hereof and prior to the Time of Delivery for the Shares Securities unless the Representatives shall have had a reasonable opportunity to review and comment upon any such amendment or supplement prior to any filing thereof; (iii) to advise the Representatives promptly of any such amendment or supplement after such Time of Delivery and furnish the Representatives with copies thereof; (iv) to file promptly all reports and any definitive proxy or information statements required to be filed by the Company with the Commission pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act for so long as the delivery of a prospectus is required in connection with the offering or sale of the SharesSecurities, and during such same period to advise the Representatives, promptly after it receives notice thereof, of (I) the time when any amendment to the Registration Statement has been filed or becomes effective or any supplement or amendment to the Time of Sale Final Prospectus or the any amended Final Prospectus has been filed with the Commission, (II) the issuance by the Commission of any stop order or of any order preventing or suspending the use of the Registration Statement, the Time of Sale Prospectus or the Final Prospectus, (III) the suspension of the qualification of the Shares Securities for offering or sale in any jurisdiction or of the initiation or threatening of any proceeding for any such purpose, or (IV) any request by the Commission for the amending or supplementing of the Registration Statement, the Time of Sale Prospectus Statement or the Final Prospectus or for additional information; and, in the event of the issuance of any such stop order or of any such order preventing or suspending the use of the Time of Sale Prospectus or the Final Prospectus or suspending any such qualification, to use promptly its best efforts to obtain the withdrawal of such orderits withdrawal; (b) To furnish to you a copy of each proposed Issuer Free Writing Prospectus to be prepared by or on behalf of, used by, or referred to by the Company and not to use or refer to any proposed free writing prospectus without your consent; (c) Not to take any action that would result in an Underwriter or the Company being required to file with the Commission pursuant to Rule 433(d) under the Act a free writing prospectus prepared by or on behalf of the Underwriters that the Underwriters otherwise would not have been required to file thereunder; (d) If the Time of Sale Prospectus is being used to solicit offers to buy the Shares at a time when the Final Prospectus is not yet available to prospective purchasers, to furnish the Underwriters with copies of the Time of Sale Prospectus as amended or supplemented in such quantities as the Representatives may from time to time reasonably request, and if at such time any event shall have occurred as a result of which the Time of Sale Prospectus as then amended or supplemented would include an untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in light of the circumstances under which they were made when such Time of Sale Prospectus is delivered, not misleading, or, if for any other reason it shall be necessary during such period to amend or supplement the Time of Sale Prospectus or to file under the Exchange Act any document incorporated by reference in the Time of Sale Prospectus in order to comply with the Act or the Exchange Act, to notify the Representatives and upon their request to prepare and furnish without charge to each Underwriter and to any dealer in securities as many copies as the Representatives may from time to time reasonably request of an amended Time of Sale Prospectus or a supplement to the Time of Sale Prospectus which will correct such statement or omission or effect such compliance; (e) Promptly from time to time to take such action as the Representatives may reasonably request to qualify the Shares and the Preferred Shares Securities for offering and sale under the securities and insurance securities laws of such jurisdictions as the Representatives may request and to comply with such laws so as to permit the continuance of sales and dealings therein in such jurisdictions for as long as may be necessary to complete the distribution of the SharesSecurities, provided that in connection therewith, the Company shall not be required to qualify as a foreign corporation or to file a general consent to service of process in any jurisdiction or to subject itself to taxation in respect of doing business in any jurisdiction in which it is not otherwise subject to such taxationjurisdiction; (fc) To furnish the Underwriters with copies of the Final Prospectus as amended or supplemented in such quantities as the Representatives may from time to time reasonably request, and, if the delivery of a prospectus is required at any time in connection with the offering or sale of the Shares (or in lieu thereof the notice referred to in Rule 173(a) under the Act)Securities, and if at such time any event shall have occurred as a result of which the Final Prospectus as then amended or supplemented would include an untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in light of the circumstances under which they were made when such Final Prospectus (or in lieu thereof the notice referred to in Rule 173(a) under the Act) is delivered, not misleading, or, if for any other reason it shall be necessary during such period to amend or supplement the Final Prospectus or to file under the Exchange Act any document incorporated by reference in the Final Prospectus in order to comply with the Act, the Exchange Act or the Exchange Trust Indenture Act, to notify the Representatives and upon their request to prepare and furnish without charge to each Underwriter and to any dealer in securities as many copies as the Representatives may from time to time reasonably request of an amended Final Prospectus or a supplement to the Final Prospectus which will correct such statement or omission or effect such compliance; (gd) To make generally available to its securityholders as soon as practicable, but in any event not later than eighteen months after the effective date of the Registration Statement, an earning earnings statement of the Company and its subsidiaries (which need not be audited) complying with Section 11(a) of the Act and the rules and regulations thereunder;; and (he) During a the period of 30 days beginning from the date hereof and continuing to and including the latter of this Agreement(i) the termination of trading restrictions for the Securities, as notified to the Company by the Representatives or their counsel and (ii) the Time of Delivery for the Securities, not to offer, sell, contract to sell or otherwise dispose of any securities of the Company which are substantially similar to the Shares and the Preferred SharesSecurities, without the prior written consent of the Representatives, which consent shall not be unreasonably withheld; provided, however, that the foregoing sentence shall not apply to the Shares to be sold hereunder;. (if) Not to The Company will not take, directly or indirectly, any action designed to or that would constitute or that might reasonably be expected to cause or result in, under the Exchange Act or otherwise, stabilization or manipulation of the price of any security of the Company to facilitate the sale or resale of the Shares; (j) To use the net proceeds received by it from the sale of the Shares in the manner specified in the Registration Statement, the Time of Sale Prospectus and the Final Prospectus under the caption “Use of Proceeds”; and (k) To use its best efforts to effect the listing of the Shares on the NYSE within 30 days of the First Time of Delivery for the SharesSecurities.

Company Covenants. The Company agrees with each of the Underwriters of the SharesSecurities: (a) (i) To prepare the Final Prospectus as amended and supplemented in relation to the Shares and the Preferred Shares Securities in a form approved by the Representatives and to timely file such Final Prospectus pursuant to Rule 424(b) under the Act; (ii) to make no further amendment or any supplement to the Registration Statement, the Time of Sale Prospectus or the Final Prospectus as amended or supplemented after the date hereof and prior to the Time of Delivery for the Shares Securities unless the Representatives shall have had a reasonable opportunity to review and comment upon any such amendment or supplement prior to any filing thereof; (iii) to advise the Representatives promptly of any such amendment or supplement after such Time of Delivery and furnish the Representatives with copies thereof; (iv) to file promptly all reports and any definitive proxy or information statements required to be filed by the Company with the Commission pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act for so long as the delivery of a prospectus is required in connection with the offering or sale of the SharesSecurities, and during such same period to advise the Representatives, promptly after it receives notice thereof, of (I) the time when any amendment to the Registration Statement has been filed or becomes effective or any supplement or amendment to the Time of Sale Prospectus or the Final Prospectus has been filed with the Commission, (II) the issuance by the Commission of any stop order or of any order preventing or suspending the use of the Registration Statement, the Time of Sale Prospectus or the Final Prospectus, (III) the suspension of the qualification of the Shares Securities for offering or sale in any jurisdiction or of the initiation or threatening of any proceeding for any such purpose, or (IV) any request by the Commission for the amending or supplementing of the Registration Statement, the Time of Sale Prospectus or the Final Prospectus or for additional information; and, in the event of the issuance of any such stop order or of any such order preventing or suspending the use of the Time of Sale Prospectus or the Final Prospectus or suspending any such qualification, to use promptly its best efforts to obtain the withdrawal of such order; (b) To furnish to you a copy of each proposed Issuer Free Writing Prospectus to be prepared by or on behalf of, used by, or referred to by the Company and not to use or refer to any proposed free writing prospectus without your consent; (c) Not to take any action that would result in an Underwriter or the Company being required to file with the Commission pursuant to Rule 433(d) under the Act a free writing prospectus prepared by or on behalf of the Underwriters that the Underwriters otherwise would not have been required to file thereunder; (d) If the Time of Sale Prospectus is being used to solicit offers to buy the Shares Securities at a time when the Final Prospectus is not yet available to prospective purchasers, to furnish the Underwriters with copies of the Time of Sale Prospectus as amended or supplemented in such quantities as the Representatives may from time to time reasonably request, and if at such time any event shall have occurred as a result of which the Time of Sale Prospectus as then amended or supplemented would include an untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in light of the circumstances under which they were made when such Time of Sale Prospectus is delivered, not misleading, or, if for any other reason it shall be necessary during such period to amend or supplement the Time of Sale Prospectus or to file under the Exchange Act any document incorporated by reference in the Time of Sale Prospectus in order to comply with the Act, the Exchange Act or the Exchange Trust Indenture Act, to notify the Representatives and upon their request to prepare and furnish without charge to each Underwriter and to any dealer in securities as many copies as the Representatives may from time to time reasonably request of an amended Time of Sale Prospectus or a supplement to the Time of Sale Prospectus which will correct such statement or omission or effect such compliance; (e) Promptly from time to time to take such action as the Representatives may reasonably request to qualify the Shares and the Preferred Shares Securities for offering and sale under the securities and insurance securities laws of such jurisdictions as the Representatives may request and to comply with such laws so as to permit the continuance of sales and dealings therein in such jurisdictions for as long as may be necessary to complete the distribution of the SharesSecurities, provided that in connection therewith, the Company shall not be required to qualify as a foreign corporation or to file a general consent to service of process in any jurisdiction or to subject itself to taxation in respect of doing business in any jurisdiction in which it is not otherwise subject to such taxation; (f) To furnish the Underwriters with copies of the Final Prospectus as amended or supplemented in such quantities as the Representatives may from time to time reasonably request, and, if the delivery of a prospectus is required at any time in connection with the offering or sale of the Shares Securities (or in lieu thereof the notice referred to in Rule 173(a) under the Act), and if at such time any event shall have occurred as a result of which the Final Prospectus as then amended or supplemented would include an untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in light of the circumstances under which they were made when such Final Prospectus (or in lieu thereof the notice referred to in Rule 173(a) under the Act) is delivered, not misleading, or, if for any other reason it shall be necessary during such period to amend or supplement the Final Prospectus or to file under the Exchange Act any document incorporated by reference in the Final Prospectus in order to comply with the Act, the Exchange Act or the Exchange Trust Indenture Act, to notify the Representatives and upon their request to prepare and furnish without charge to each Underwriter and to any dealer in securities as many copies as the Representatives may from time to time reasonably request of an amended Final Prospectus or a supplement to the Final Prospectus which will correct such statement or omission or effect such compliance; (g) To make generally available to its securityholders as soon as practicable, but in any event not later than eighteen months after the effective date of the Registration Statement, an earning statement of the Company and its subsidiaries (which need not be audited) complying with Section 11(a) of the Act and the rules and regulations thereunder; (h) During a the period of 30 days beginning from the date hereof and continuing to and including the latter of this Agreement(i) the termination of trading restrictions for the Securities, as notified to the Company by the Representatives or their counsel and (ii) the Time of Delivery for the Securities, not to offer, sell, contract to sell or otherwise dispose of any securities of the Company which are substantially similar to the Shares and the Preferred SharesSecurities, without the prior written consent of the Representatives, which consent shall not be unreasonably withheld; provided, however, that the foregoing sentence shall not apply to the Shares Securities to be sold hereunder; (i) Not to take, directly or indirectly, any action designed to or that would constitute or that might reasonably be expected to cause or result in, under the Exchange Act or otherwise, stabilization or manipulation of the price of any security of the Company to facilitate the sale or resale of the Shares;Securities; and (j) To use the net proceeds received by it from the sale of the Shares Securities in the manner specified in the Registration Statement, the Time of Sale Prospectus and the Final Prospectus under the caption “Use of Proceeds.”; and (k) To use its best efforts to effect the listing of the Shares on the NYSE within 30 days of the First Time of Delivery for the Shares.

Company Covenants. The Company agrees with each of the Underwriters of the Sharesany Securities: (ia) To prepare the Final Prospectus as amended and supplemented in relation to the Shares and the Preferred Shares applicable Securities in a form approved by the Representatives and to file timely file such Final Prospectus pursuant to Rule 424(b) under the Act); (ii) to make no further amendment or any supplement to the Registration Statement, the Time of Sale Prospectus Statement or the Final Prospectus as amended or supplemented after the date hereof Applicable Time and prior to the Time of Delivery Closing Date for the Shares such Securities unless the Representatives for such Securities shall have had a reasonable opportunity to review and comment upon any such amendment or supplement prior to any filing thereof; (iii) to advise the Representatives Representatives, promptly after it receives notice thereof, of the time when any such amendment to the Registration Statement has been filed or becomes effective or any supplement after such Time of Delivery to the Final Prospectus or any amended Final Prospectus has been filed and to furnish the Representatives with copies thereof; (iv) to file promptly all reports and any definitive proxy or information statements required to be filed by the Company with the Commission pursuant to Section Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act for so long as the delivery of a prospectus is required in connection with the offering or sale of the Sharessuch Securities and, and during such same period period, to advise the Representatives, promptly after it receives notice thereof, of of (I) the time when any amendment to the Registration Statement has been filed or becomes effective or any supplement or amendment to the Time of Sale Prospectus or the Final Prospectus has been filed with the Commission, (IIi) the issuance by the Commission of any stop order or of any order preventing or suspending the use of the Registration Statement, the Time of Sale Prospectus or the Final Prospectus, (IIIii) the suspension of the qualification of the Shares such Securities for offering or sale in any jurisdiction or of the initiation or threatening of any proceeding for any such purpose, or (IViii) any request by the Commission for the amending or supplementing of the Registration Statement, the Time of Sale Prospectus Statement or the Final Prospectus or for additional information; and, in the event of the issuance of any such stop order or of any such order preventing or suspending the use of the Time of Sale Prospectus or the Final Prospectus or suspending any such qualification, promptly to use promptly its best efforts to obtain the withdrawal of such order; (b) To give the Representatives notice of its intention to make any filing pursuant to the Exchange Act or the regulations of the Commission thereunder, other than filings made pursuant to Section 16 of the Exchange Act, during the period beginning from the Applicable Time and continuing to and including the Closing Date and to furnish the Representatives with copies of any such documents a reasonable amount of time prior to such proposed filing. The Company shall prepare the Final Term Sheet and file such Final Term Sheet as an Issuer Free Writing Prospectus within two business days after the date hereof; provided that the Company shall furnish the Representatives with copies of any such Final Term Sheet a reasonable amount of time prior to such proposed filing and will not use or file any such document to which the Representatives or counsel to the Representatives shall object; (c) Promptly from time to time to take such action as the Representatives may reasonably request to qualify such Securities for offering and sale under the securities laws of such jurisdictions as the Representatives may reasonably request and to comply with such laws so as to permit the continuance of sales and dealings therein in such jurisdictions for so long as may be necessary to complete the distribution of such Securities, provided that in connection therewith the Company shall not be required to qualify as a foreign corporation, to file a general consent to service of process in any jurisdiction or to subject itself to taxation in respect of doing business in any jurisdiction in which it is not otherwise subject; (d) To furnish to you the Representatives a copy of each proposed Issuer Free Writing Prospectus to be prepared by or on behalf of, used by, or referred to by the Company and not to use or refer to any proposed free Issuer Free Writing Prospectus to which the Representatives reasonably object; if at any time following issuance of an Issuer Free Writing Prospectus there occurred or occurs an event or development as a result of which such Issuer Free Writing Prospectus conflicted or would conflict with the information contained in the Registration Statement, the Disclosure Package, the Final Prospectus or any Preliminary Prospectus or, when taken together with the Disclosure Package and any other such Issuer Free Writing Prospectus, included or would include an untrue statement of a material fact or omitted or would omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances prevailing at that subsequent time, not misleading, to promptly notify the Representatives and, if requested by the Representatives, to promptly amend or supplement, at its own expense, such Issuer Free Writing Prospectus to eliminate or correct such conflict, untrue statement or omission; provided, however, that this covenant shall not apply to any statements or omissions in an Issuer Free Writing Prospectus made in reliance upon and in conformity with information furnished in writing prospectus without your consentto the Company by any Underwriter expressly for use therein; (ce) Not to take any action that would result in an Underwriter or the Company being required to file with the Commission pursuant to Rule 433(d) under the Act a free writing prospectus prepared by or on behalf of the Underwriters that the Underwriters otherwise would not have been required to file thereunder; (d) If the Time of Sale Prospectus is being used to solicit offers to buy the Shares at a time when the Final Prospectus is not yet available to prospective purchasers, to To furnish the Underwriters with copies of any Issuer Free Writing Prospectus or the Time of Sale Final Prospectus as amended or supplemented in such quantities as the Representatives may from time to time reasonably request, and if if, at any time prior to the earlier of (i) the completion of the distribution by each of the Underwriters of the Securities purchased by such time Underwriter under this Agreement and (ii) the expiration of nine months after the date of the Final Prospectus, any event shall have occurred as a result of which any Issuer Free Writing Prospectus or the Time of Sale Final Prospectus as then amended or supplemented would include an untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made when such Time of Sale Issuer Free Writing Prospectus is or the Final Prospectus were delivered, not misleading, or, if for any other reason it shall be necessary during such period to amend or supplement any Issuer Free Writing Prospectus or the Time of Sale Final Prospectus or to file under the Exchange Act any document incorporated by reference in any Issuer Free Writing Prospectus or the Time of Sale Final Prospectus in order to comply with the Act or the Exchange Act, (i) to notify the Representatives and (ii) upon their request to prepare and furnish without charge to each Underwriter and to any dealer in securities as many copies as the Representatives may from time to time reasonably request of an amended Time of Sale Issuer Free Writing Prospectus or a supplement to the Time of Sale Prospectus which will correct such statement or omission or effect such compliance; (e) Promptly from time to time to take such action as the Representatives may reasonably request to qualify the Shares and the Preferred Shares for offering and sale under the securities and insurance securities laws of such jurisdictions as the Representatives may request and to comply with such laws so as to permit the continuance of sales and dealings therein in such jurisdictions for as long as may be necessary to complete the distribution of the Shares, provided that in connection therewith, the Company shall not be required to qualify as a foreign corporation or to file a general consent to service of process in any jurisdiction or to subject itself to taxation in respect of doing business in any jurisdiction in which it is not otherwise subject to such taxation; (f) To furnish the Underwriters with copies of the Final Prospectus as amended or supplemented in such quantities as the Representatives may from time to time reasonably request, and, if the delivery of a prospectus is required at any time in connection with the offering or sale of the Shares (or in lieu thereof the notice referred to in Rule 173(a) under the Act), and if at such time any event shall have occurred as a result of which the Final Prospectus as then amended or supplemented would include an untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in light of the circumstances under which they were made when such Final Prospectus (or in lieu thereof the notice referred to in Rule 173(a) under the Act) is delivered, not misleading, or, if for any other reason it shall be necessary during such period to amend or supplement the Final Prospectus or to file under the Exchange Act any document incorporated by reference in the Final Prospectus in order to comply with the Act or the Exchange Act, to notify the Representatives and upon their request to prepare and furnish without charge to each Underwriter and to any dealer in securities as many copies as the Representatives may from time to time reasonably request of an amended Final Prospectus or a supplement to the Final Prospectus which will correct such statement or omission or effect such compliance; and any Issuer Free Writing Prospectus and the Final Prospectus and any amendments or supplements thereto furnished to the Representatives shall be identical to the electronically transmitted copies thereof filed with the Commission pursuant to XXXXX, except to the extent permitted by Regulation S-T; (gf) To make generally available to its securityholders of the Company as soon as practicable, but in any event not later than eighteen months after the effective date of the Registration StatementStatement (as defined in Rule 158(c) under the Act), an earning earnings statement of the Company and its subsidiaries (which need not be audited) complying with Section 11(a) of the Act and the rules and regulations thereunderthereunder (including, at the option of the Company, Rule 158); (hg) During a the period of 30 days beginning from the date of this AgreementApplicable Time and continuing to and including the Closing Date, not to offer, sell, contract to offer or sell or otherwise dispose of any debt securities of the Company which are substantially having pricing characteristics similar to the Shares Securities exceeding an aggregate principal amount of $3 billion, except, for the avoidance of doubt, debt securities issued under the Global Note Issuance Programs of Metropolitan Life Global Funding I and Met Tower Global Funding or any commercial paper program of, or sponsored by, the Preferred SharesCompany or any subsidiaries, without the prior written consent of the Representatives, which consent shall not be unreasonably withheld; provided; (h) During a period of five years from the effective date of the Registration Statement, however, that the foregoing sentence shall not apply to furnish to the Shares Representatives copies of all reports or other communications (financial or other) furnished to stockholders of the Company, and to furnish to the Representatives as soon as they are available, copies of any reports and financial statements furnished to or filed with the Commission or any national securities exchange on which the Securities or any class of securities of the Company is listed (such financial statements to be sold hereunderon a consolidated basis to the extent the accounts of the Company and its subsidiaries are consolidated in reports furnished to its stockholders generally or to the Commission), provided that reports and financial statements furnished to or filed with the Commission, and publicly available on XXXXX, or furnished on the Company’s website, shall be deemed to have been furnished to the Representatives under this Section 4(h); (i) Not The Company agrees that, unless it obtains the prior consent of the Representatives, and each Underwriter represents and agrees that, unless it obtains the prior consent of the Company and the Representatives, it has not made and will not make any offer relating to take, directly or indirectly, any action designed to or the Securities that would constitute an Issuer Free Writing Prospectus (other than, for the avoidance of doubt, any Bloomberg L.P. or that might reasonably be expected other electronic communication regarding any preliminary term sheets or comparable security prices and the Final Term Sheet filed pursuant to cause or result inSection 4(b) hereto). Each Underwriter agrees, under unless it obtains the Exchange Act or otherwise, stabilization or manipulation of the price of any security prior consent of the Company and the Representatives, not to facilitate take any action that would result in the sale Company being required to file with the Commission under Rule 433(d) under the Act a free writing prospectus prepared by or resale on behalf of such Underwriter that otherwise would not be required to be filed by the Shares;Company thereunder but for the action of such Underwriter (other than, for the avoidance of doubt, the Final Term Sheet filed pursuant to Section 4(b) hereto); and (j) To The Company agrees to use the net proceeds received by it the Company from the sale of the Shares Securities pursuant to this Agreement in the manner specified in the Registration Statement, the Time of Sale Prospectus and the Final Prospectus under the caption “Use of Proceeds”; and (k) To use its best efforts to effect the listing of the Shares on the NYSE within 30 days of the First Time of Delivery for the SharesPricing Prospectus.

Company Covenants. The Company agrees with each of the Underwriters of the Shares: (i) To prepare the Final Prospectus as amended and supplemented in relation to the Shares and the Preferred Shares in a form approved by the Representatives and to timely file such Final Prospectus pursuant to Rule 424(b) under the Act; (ii) to make no further amendment or any supplement to the Registration Statement, the Time of Sale Prospectus or the Final Prospectus as amended or supplemented after the date hereof and prior to the Time of Delivery for the Shares unless the Representatives shall have had a reasonable opportunity to review and comment upon any such amendment or supplement prior to any filing thereof; (iii) to advise the Representatives promptly of any such amendment or supplement after such the Time of Delivery and furnish the Representatives with copies thereof; (iv) to file promptly all reports and any definitive proxy or information statements required to be filed by the Company with the Commission pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act for so long as the delivery of a prospectus is required in connection with the offering or sale of the Shares, and during such same period to advise the Representatives, promptly after it receives notice thereof, of (I) the time when any amendment to the Registration Statement has been filed or becomes effective or any supplement or amendment to the Time of Sale Prospectus or the Final Prospectus has been filed with the Commission, (II) the issuance by the Commission of any stop order or of any order preventing or suspending the use of the Registration Statement, the Time of Sale Prospectus or the Final Prospectus, (III) the suspension of the qualification of the Shares for offering or sale in any jurisdiction or of the initiation or threatening of any proceeding for any such purpose, or (IV) any request by the Commission for the amending or supplementing of the Registration Statement, the Time of Sale Prospectus or the Final Prospectus or for additional information; and, in the event of the issuance of any such stop order or of any such order preventing or suspending the use of the Time of Sale Prospectus or the Final Prospectus or suspending any such qualification, to use promptly its best efforts to obtain the withdrawal of such order; (b) To furnish to you a copy of each proposed Issuer Free Writing Prospectus to be prepared by or on behalf of, used by, or referred to by the Company and not to use or refer to any proposed free writing prospectus without your consent; (c) Not to take any action that would result in an Underwriter or the Company being required to file with the Commission pursuant to Rule 433(d) under the Act a free writing prospectus prepared by or on behalf of the Underwriters that the Underwriters otherwise would not have been required to file thereunder; (d) If the Time of Sale Prospectus is being used to solicit offers to buy the Shares at a time when the Final Prospectus is not yet available to prospective purchasers, to furnish the Underwriters with copies of the Time of Sale Prospectus as amended or supplemented in such quantities as the Representatives may from time to time reasonably request, and if at such time any event shall have occurred as a result of which the Time of Sale Prospectus as then amended or supplemented would include an untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in light of the circumstances under which they were made when such Time of Sale Prospectus is delivered, not misleading, or, if for any other reason it shall be necessary during such period to amend or supplement the Time of Sale Prospectus or to file under the Exchange Act any document incorporated by reference in the Time of Sale Prospectus in order to comply with the Act or the Exchange Act, to notify the Representatives and upon their request to prepare and furnish without charge to each Underwriter and to any dealer in securities as many copies as the Representatives may from time to time reasonably request of an amended Time of Sale Prospectus or a supplement to the Time of Sale Prospectus which will correct such statement or omission or effect such compliance; (e) Promptly from time to time to take such action as the Representatives may reasonably request to qualify the Shares and the Preferred Shares for offering and sale under the securities and insurance securities laws of such jurisdictions as the Representatives may request and to comply with such laws so as to permit the continuance of sales and dealings therein in such jurisdictions for as long as may be necessary to complete the distribution of the Shares, provided that in connection therewith, the Company shall not be required to qualify as a foreign corporation or to file a general consent to service of process in any jurisdiction or to subject itself to taxation in respect of doing business in any jurisdiction in which it is not otherwise subject to such taxation; (f) To furnish the Underwriters with copies of the Final Prospectus as amended or supplemented in such quantities as the Representatives may from time to time reasonably request, and, if the delivery of a prospectus is required at any time in connection with the offering or sale of the Shares (or in lieu thereof the notice referred to in Rule 173(a) under the Act), and if at such time any event shall have occurred as a result of which the Final Prospectus as then amended or supplemented would include an untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in light of the circumstances under which they were made when such Final Prospectus (or in lieu thereof the notice referred to in Rule 173(a) under the Act) is delivered, not misleading, or, if for any other reason it shall be necessary during such period to amend or supplement the Final Prospectus or to file under the Exchange Act any document incorporated by reference in the Final Prospectus in order to comply with the Act or the Exchange Act, to notify the Representatives and upon their request to prepare and furnish without charge to each Underwriter and to any dealer in securities as many copies as the Representatives may from time to time reasonably request of an amended Final Prospectus or a supplement to the Final Prospectus which will correct such statement or omission or effect such compliance; (g) To make generally available to its securityholders as soon as practicable, but in any event not later than eighteen months after the effective date of the Registration Statement, an earning statement of the Company and its subsidiaries (which need not be audited) complying with Section 11(a) of the Act and the rules and regulations thereunder; (h) During a period of 30 days from the date of this Agreement, not to offer, sell, contract to sell or otherwise dispose of any securities of the Company which are substantially similar to the Shares and the Preferred Shares, without the prior written consent of the Representatives, which consent shall not be unreasonably withheld; provided, however, that the foregoing sentence shall not apply to the Shares to be sold hereunder; (i) Not to take, directly or indirectly, any action designed to or that would constitute or that might reasonably be expected to cause or result in, under the Exchange Act or otherwise, stabilization or manipulation of the price of any security of the Company to facilitate the sale or resale of the Shares; (j) To use the net proceeds received by it from the sale of the Shares in the manner specified in the Registration Statement, the Time of Sale Prospectus and the Final Prospectus under the caption “Use of Proceeds”; ;” and (k) To use its best efforts to effect the listing of the Shares on the NYSE within 30 days of the First Time of Delivery for the Shares.

Company Covenants. The Company further covenants and agrees with each of the Underwriters of the Sharesas follows: (ia) To prepare the Final Prospectus as amended and supplemented in relation to the Shares and the Preferred Shares in a form approved by the Representatives Representative and to timely file such Final Prospectus pursuant to Rule 424(b) under the Act not later than the Commission’s close of business on the second business day following the execution and delivery of this Agreement, or, if applicable, such earlier time as may be required by Rule 430A(a)(3) under the Act; (ii) to make no further amendment or any supplement to the Registration Statement, the Time of Sale Prospectus Statement or the Final Prospectus as amended or supplemented which shall be disapproved by the Representative promptly after the date hereof and prior to the Time of Delivery for the Shares unless the Representatives shall have had a reasonable opportunity to review and comment upon any such amendment or supplement prior to any filing notice thereof; (iii) to advise the Representatives promptly of any such amendment or supplement after such Time of Delivery and furnish the Representatives with copies thereof; (iv) to file promptly all reports and any definitive proxy or information statements required to be filed by the Company with the Commission pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act for so long as the delivery of a prospectus is required in connection with the offering or sale of the Shares, and during such same period to advise the RepresentativesRepresentative, promptly after it receives notice thereof, of (I) the time when any amendment to the Registration Statement has been filed with the Commission or becomes effective or any supplement or amendment to the Time of Sale Prospectus or the Final any amended Prospectus has been filed with the CommissionCommission and to furnish the Representative with copies thereof; to advise the Representative, (II) promptly after it receives notice thereof, of the issuance by the Commission of any stop order with respect to the Registration Statement or of any order preventing or suspending the use of the Registration Statementany Preliminary Prospectus, the Time of Sale Issuer-Represented Free Writing Prospectus or the Final Prospectus, (III) of the suspension of the qualification of the Shares for offering or sale in any jurisdiction or jurisdiction, of the initiation or threatening of any proceeding for any such purpose, or (IV) of any request by the Commission for the amending or supplementing of the Registration Statement, the Time of Sale any Preliminary Prospectus, any Issuer-Represented Free Writing Prospectus or the Final Prospectus or for additional information; and, in the event of the issuance of any such stop order or of any such order preventing or suspending the use of the Time of Sale any Preliminary Prospectus, Issuer-Represented Free Writing Prospectus or the Final Prospectus or suspending any such qualification, promptly to use promptly its best efforts to obtain the withdrawal of such order;. (b) To furnish to you a copy If at any time following issuance of each proposed Issuer an Issuer-Represented Free Writing Prospectus to be prepared by there occurred or on behalf of, used by, occurs an event or referred to by the Company and not to use or refer to any proposed free writing prospectus without your consent; (c) Not to take any action that would result in an Underwriter or the Company being required to file with the Commission pursuant to Rule 433(d) under the Act a free writing prospectus prepared by or on behalf of the Underwriters that the Underwriters otherwise would not have been required to file thereunder; (d) If the Time of Sale Prospectus is being used to solicit offers to buy the Shares at a time when the Final Prospectus is not yet available to prospective purchasers, to furnish the Underwriters with copies of the Time of Sale Prospectus as amended or supplemented in such quantities as the Representatives may from time to time reasonably request, and if at such time any event shall have occurred development as a result of which such Issuer-Represented Free Writing Prospectus conflicted or would conflict with the Time of Sale Prospectus as then amended information contained in the Registration Statement or supplemented included or would include an untrue statement of a material fact or omitted or would omit to state any a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made when such Time of Sale Prospectus is deliveredprevailing at that subsequent time, not misleading, or, if for the Company has notified or will notify as promptly as reasonably practicable the Representative so that any other reason use of such Issuer-Represented Free Writing Prospectus may cease until it shall be necessary during such period to is amended or supplemented and the Company has promptly amended or will promptly amend or supplement such Issuer-Represented Free Writing Prospectus to eliminate or correct such conflict, untrue statement or omission; provided, however, that this covenant shall not apply to any statements or omissions made in reliance upon and in conformity with the Time Underwriter Information. (c) The Company represents and agrees that, unless it obtains the prior written consent of Sale Prospectus or the Representative, and each of the Underwriters represents and agrees that, unless it obtains the prior written consent of each of the Company and the Representative, it has not made and will not make any offer relating to file the Shares that would constitute an “issuer free writing prospectus,” as defined in Rule 433 under the Exchange Act any document incorporated Act, or that would otherwise constitute a “free writing prospectus,” as defined in Rule 405 under the Act, required to be filed with the Commission. Any such free writing prospectus consented to by reference the Company and the Representative is hereinafter referred to as a “Permitted Free Writing Prospectus.” The Company represents that it has treated or agrees that it will treat each Permitted Free Writing Prospectus as an “issuer free writing prospectus,” as defined in the Time of Sale Prospectus in order to Rule 433, and has complied and will comply with the Act or the Exchange Act, to notify the Representatives and upon their request to prepare and furnish without charge to each Underwriter and requirements of Rule 433 applicable to any dealer Permitted Free Writing Prospectus, including timely filing with the Commission where required, legending and record-keeping. The Company represents that it has satisfied the conditions in securities as many copies as Rule 433 to avoid a requirement to file with the Representatives may from time to time reasonably request of an amended Time of Sale Prospectus or a supplement to the Time of Sale Prospectus which will correct such statement or omission or effect such compliance;Commission any electronic roadshow. (ed) Promptly from time to time to take such action as the Representatives Representative may reasonably request to qualify the Shares and the Preferred Shares for offering and sale under the securities and insurance securities laws of such jurisdictions as the Representatives Representative may reasonably request and to comply with such laws so as to permit the continuance of sales and dealings therein in such jurisdictions for as long as may be necessary to complete the distribution of the Shares, provided that in connection therewith, therewith the Company shall not be required to qualify as a foreign corporation or corporation, to file a general consent to service of process in any jurisdiction or to subject itself to taxation in respect of doing business in any jurisdiction in which it is not otherwise subject to such taxation;so subject. (fe) To Within two (2) business days following the date of this Agreement, to furnish the Underwriters with copies of the Final Prospectus as amended or supplemented in such quantities as the Representatives Representative may from time to time reasonably request. The Company will furnish, andwithout charge, if during the delivery of period when a prospectus is required at any time in connection with the offering or sale of relating to the Shares is (or in lieu thereof or, but for the notice referred exception afforded by Rule 172, would be) required to in Rule 173(a) be delivered under the Act), and if at such time any event shall have occurred number of copies of the Prospectus (as a result of which the Final Prospectus as then amended or supplemented would include an untrue statement of a material fact supplemented) as such Underwriter may reasonably request. The Prospectus and any amendments or omit supplements thereto furnished to state any material fact necessary in order the Underwriters will be identical to make the statements therein, in light of the circumstances under which they were made when such Final Prospectus (or in lieu electronically transmitted copies thereof the notice referred to in Rule 173(a) under the Act) is delivered, not misleading, or, if for any other reason it shall be necessary during such period to amend or supplement the Final Prospectus or to file under the Exchange Act any document incorporated by reference in the Final Prospectus in order to comply filed with the Act or the Exchange ActCommission pursuant to XXXXX, to notify the Representatives and upon their request to prepare and furnish without charge to each Underwriter and to any dealer in securities as many copies as the Representatives may from time to time reasonably request of an amended Final Prospectus or a supplement except to the Final Prospectus which will correct such statement or omission or effect such compliance;extent permitted by Regulation S-T. (gf) To make generally available to its securityholders as soon as practicable, but in any event not later than eighteen (18) months after the effective date of the Registration StatementStatement (as defined in Rule 158(c) under the Act), an earning earnings statement of the Company and its subsidiaries (which need not be audited) complying with Section 11(a) of the Act and the rules and regulations thereunder;1933 Act Regulations thereunder (including, at the option of the Company, Rule 158). (hg) During a the period of 30 days beginning from the date of this Agreementhereof and continuing to and including the date ninety (90) days after the date hereof (the “Lock-Up Period”), the Company will not to directly or indirectly offer, sell, contract or grant any option to sell sell, pledge, transfer or establish an open “put equivalent position” within the meaning of Rule 16a-1(h) under the 1934 Act or otherwise dispose of or transfer, or announce the offering of, or file a registration statement under the Act in respect of, except as provided hereunder, any Stock or any securities of the Company which that are substantially similar to the Shares and Shares, including but not limited to any securities that are convertible into or exchangeable or exercisable for, or that represent the Preferred Sharesright to receive, Stock or any such substantially similar securities, without the Representative’s prior written consent of the Representatives, which consent shall not be unreasonably withheldconsent; provided, however, that the foregoing sentence restrictions shall not apply to the (i) Shares to be sold hereunder;, or (ii) any shares of Stock issued by the Company upon the exercise of an option or warrant or the conversion of a security outstanding on the date hereof and reflected in the Registration Statement, the General Disclosure Package and the Prospectus, or (iii) any shares of Stock or options to purchase shares of Stock granted pursuant to stock option plans described in the Registration Statement, the General Disclosure Package and the Prospectus, as those plans are in effect on the date of this Agreement (provided that any such newly issued shares of Stock or options to purchase shares of Stock shall not vest or become exercisable during the Lock-Up Period). If the Representative, in its sole discretion, agrees to release or waive the restrictions set forth in a lock-up agreement executed and delivered for an executive officer or director of the Company, the Representative will notify the Company of the impending release or waiver at least three (3) business days before the effective date of the release or waiver, and upon the Representative’s reasonable request, the Company agrees to announce or cause to be announced by press release through a major news service at least two (2) business days before the effective date of the release or waiver of the impending release or waiver. (i) Not to take, directly or indirectly, any action designed to or that would constitute or that might reasonably be expected to cause or result in, under the Exchange Act or otherwise, stabilization or manipulation of the price of any security of the Company to facilitate the sale or resale of the Shares; (jh) To use the net proceeds received by it from the sale of the Shares pursuant to this Agreement in the manner specified in each of the Registration Statement, the Time of Sale Prospectus General Disclosure Package and the Final Prospectus under the caption “Use of Proceeds.”; and (ki) If the Company elects to rely on Rule 462(b), the Company shall file a Rule 462(b) Registration Statement with the Commission in compliance with Rule 462(b) by 10:00 p.m., Eastern time, on the date of this Agreement, and the Company shall at the time of filing either pay to the Commission the filing fee for the Rule 462(b) Registration Statement or give irrevocable instructions for the payment of such fee pursuant to Rule 111(b) under the Act. (j) To use its best efforts to effect list the Shares on the Nasdaq Capital Market and to maintain the listing of the Shares on the NYSE within 30 days Nasdaq or another national securities exchange. (k) The Company will not take, directly or indirectly, any action designed to or that might be reasonably expected to cause or result in stabilization or manipulation of the First Time price of Delivery for the Stock or any other reference security, whether to facilitate the sale or resale of the Shares or otherwise, and the Company will, and shall use its best efforts to cause each of its controlled affiliates to, comply with all applicable provisions of Regulation M with respect to the Shares.

Company Covenants. The Company agrees with each of the Underwriters of the SharesSecurities: (i) To prepare the Final Prospectus as amended and supplemented in relation to the Shares and the Preferred Shares Securities in a form approved by the Representatives and to timely file such Final Prospectus pursuant to Rule 424(b) under the Act; (ii) to make no further amendment or any supplement to the Registration Statement, the Time of Sale Prospectus Statement or the Final Prospectus as amended or supplemented after the date hereof and prior to the Time of Delivery for the Shares Securities unless the Representatives shall have had a reasonable opportunity to review and comment upon any such amendment or supplement prior to any filing thereof; (iii) to advise the Representatives promptly of any such amendment or supplement after such Time of Delivery and furnish the Representatives with copies thereof; (iv) to file promptly all reports and any definitive proxy or information statements required to be filed by the Company with the Commission pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act for so long as the delivery of a prospectus is required in connection with the offering or sale of the SharesSecurities, and during such same period to advise the Representatives, promptly after it receives notice thereof, of (I) the time when any amendment to the any Registration Statement has been filed or becomes effective or any supplement or amendment to the Time of Sale Final Prospectus or the any amended Final Prospectus has been filed with the Commission, (II) the issuance by the Commission of any stop order or of any order preventing or suspending the use of the Registration Statement, the Time of Sale Prospectus or the Final Prospectus, (III) the suspension of the qualification of the Shares Securities for offering or sale in any jurisdiction or of the initiation or threatening of any proceeding for any such purpose, or (IV) any request by the Commission for the amending or supplementing of the any Registration Statement, the Time of Sale Prospectus Statement or the Final Prospectus or for additional information; and, in the event of the issuance of any such stop order or of any such order preventing or suspending the use of the Time of Sale Prospectus or the Final Prospectus or suspending any such qualification, to use promptly its best efforts to obtain the withdrawal of such orderits withdrawal; (b) To furnish to you a copy of each proposed Issuer Free Writing Prospectus to be prepared by or on behalf of, used by, or referred to by the Company and not to use or refer to any proposed free writing prospectus without your consent; (c) Not to take any action that would result in an Underwriter or the Company being required to file with the Commission pursuant to Rule 433(d) under the Act a free writing prospectus prepared by or on behalf of the Underwriters that the Underwriters otherwise would not have been required to file thereunder; (d) If the Time of Sale Prospectus is being used to solicit offers to buy the Shares at a time when the Final Prospectus is not yet available to prospective purchasers, to furnish the Underwriters with copies of the Time of Sale Prospectus as amended or supplemented in such quantities as the Representatives may from time to time reasonably request, and if at such time any event shall have occurred as a result of which the Time of Sale Prospectus as then amended or supplemented would include an untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in light of the circumstances under which they were made when such Time of Sale Prospectus is delivered, not misleading, or, if for any other reason it shall be necessary during such period to amend or supplement the Time of Sale Prospectus or to file under the Exchange Act any document incorporated by reference in the Time of Sale Prospectus in order to comply with the Act or the Exchange Act, to notify the Representatives and upon their request to prepare and furnish without charge to each Underwriter and to any dealer in securities as many copies as the Representatives may from time to time reasonably request of an amended Time of Sale Prospectus or a supplement to the Time of Sale Prospectus which will correct such statement or omission or effect such compliance; (e) Promptly from time to time to take such action as the Representatives may reasonably request to qualify the Shares and the Preferred Shares Securities for offering and sale under the securities and insurance securities laws of such jurisdictions as the Representatives may request and to comply with such laws so as to permit the continuance of sales and dealings therein in such jurisdictions for as long as may be necessary to complete the distribution of the SharesSecurities, provided that in connection therewith, therewith the Company shall not be required to qualify as a foreign corporation or to file a general consent to service of process in any jurisdiction or to subject itself to taxation in respect of doing business in any jurisdiction in which it is not otherwise subject to such taxationjurisdiction; (fc) To furnish the Underwriters with copies of the Final Prospectus as amended or supplemented in such quantities as the Representatives may from time to time reasonably request, and, if the delivery of a prospectus is required at any time in connection with the offering or sale of the Shares (or in lieu thereof the notice referred to in Rule 173(a) under the Act)Securities, and if at such time any event shall have occurred as a result of which the Final Prospectus as then amended or supplemented would include an untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in light of the circumstances under which they were made when such Final Prospectus (or in lieu thereof the notice referred to in Rule 173(a) under the Act) is delivered, not misleading, or, if for any other reason it shall be necessary during such period to amend or supplement the Final Prospectus or to file under the Exchange Act any document incorporated by reference in the Final Prospectus in order to comply with the Act, the Exchange Act or the Exchange Trust Indenture Act, to notify the Representatives and upon their request to prepare and furnish without charge to each Underwriter and to any dealer in securities as many copies as the Representatives may from time to time reasonably request of an amended Final Prospectus or a supplement to the Final Prospectus or a document incorporated by reference in the Final Prospectus which will correct such statement or omission or effect such compliance; (gd) To make generally available to its securityholders as soon as practicable, but in any event not later than eighteen months after the effective date of the Registration Statement, an earning earnings statement of the Company and its subsidiaries (which need not be audited) complying with Section 11(a) of the Act and the rules and regulations thereunder;; and (he) During a the period of 30 days beginning from the date hereof and continuing to and including the latter of this Agreement(i) the termination of trading restrictions for the Securities, as notified to the Company by the Representatives or their counsel and (ii) the Time of Delivery for the Securities, not to offer, sell, contract to sell or otherwise dispose of any securities of the Company which are substantially similar to the Shares and the Preferred SharesSecurities, without the prior written consent of the Representatives, which consent shall not be unreasonably withheld; provided, however, that the foregoing sentence shall not apply to the Shares to be sold hereunder; (i) Not to take, directly or indirectly, any action designed to or that would constitute or that might reasonably be expected to cause or result in, under the Exchange Act or otherwise, stabilization or manipulation of the price of any security of the Company to facilitate the sale or resale of the Shares; (j) To use the net proceeds received by it from the sale of the Shares in the manner specified in the Registration Statement, the Time of Sale Prospectus and the Final Prospectus under the caption “Use of Proceeds”; and (k) To use its best efforts to effect the listing of the Shares on the NYSE within 30 days of the First Time of Delivery for the Shares.

Company Covenants. (a) If the Registration Statement ceases to be effective for any reason at any time during the Effectiveness Period (other than because of the sale of all of the securities registered thereunder), the Company will obtain the prompt withdrawal of any order suspending the effectiveness thereof, and will within thirty (30) days of such cessation of effectiveness amend the Registration Statement in a manner reasonably expected to obtain the withdrawal of the order suspending the effectiveness thereof, or file an additional Registration Statement covering all of the Registrable Securities (that have not otherwise been sold or transferred). (b) The Company agrees with each will supplement and amend the Registration Statement if required by the rules, regulations or instructions applicable to the registration form used by the Company, if required by the Securities Act, or if reasonably requested by the Investors holding a majority in aggregate principal amount of the Underwriters Registrable Securities ("Majority Registrable Investors"). (c) The Company will notify the Investors (providing, if requested by any such persons, confirmation in writing) as soon as practicable after becoming aware of: (A) the filing of the Shares: Registration Statement or any post-effective amendment thereto; (iB) To prepare the Final Prospectus as amended and supplemented in relation to the Shares and the Preferred Shares in a form approved any request by the Representatives and Commission for amendments or supplements to timely file such Final Prospectus pursuant to Rule 424(b) under the ActRegistration Statement or for additional information; (iiC) to make no further amendment or any supplement to the Registration Statement, the Time of Sale Prospectus or the Final Prospectus as amended or supplemented after the date hereof and prior to the Time of Delivery for the Shares unless the Representatives shall have had a reasonable opportunity to review and comment upon any such amendment or supplement prior to any filing thereof; (iii) to advise the Representatives promptly of any such amendment or supplement after such Time of Delivery and furnish the Representatives with copies thereof; (iv) to file promptly all reports and any definitive proxy or information statements required to be filed receipt by the Company with the Commission pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act for so long as the delivery of a prospectus is required in connection with the offering or sale of the Shares, and during such same period to advise the Representatives, promptly after it receives notice thereof, of (I) the time when any amendment to the Registration Statement has been filed or becomes effective or any supplement or amendment to the Time of Sale Prospectus or the Final Prospectus has been filed with the Commission, (II) the issuance by the Commission of any stop order or of any order preventing or suspending the use of the Registration Statement, the Time of Sale Prospectus or the Final Prospectus, (III) notification with respect to the suspension of the qualification or registration (or exemption therefrom) of the Shares any Registrable Securities for offering or sale in any jurisdiction in the United States or of the initiation or threatening of any proceeding for such purposes; or (E) the happening of any event that makes any statement made in such Registration Statement or any supplement, amendment or document incorporated therein by reference untrue in any material respect or that requires the making of any changes in such Registration Statement or in any such purposesupplement, amendment or (IV) other such document so that it will not contain any request by the Commission for the amending or supplementing of the Registration Statement, the Time of Sale Prospectus or the Final Prospectus or for additional information; and, in the event of the issuance of any such stop order or of any such order preventing or suspending the use of the Time of Sale Prospectus or the Final Prospectus or suspending any such qualification, to use promptly its best efforts to obtain the withdrawal of such order; (b) To furnish to you a copy of each proposed Issuer Free Writing Prospectus to be prepared by or on behalf of, used by, or referred to by the Company and not to use or refer to any proposed free writing prospectus without your consent; (c) Not to take any action that would result in an Underwriter or the Company being required to file with the Commission pursuant to Rule 433(d) under the Act a free writing prospectus prepared by or on behalf of the Underwriters that the Underwriters otherwise would not have been required to file thereunder; (d) If the Time of Sale Prospectus is being used to solicit offers to buy the Shares at a time when the Final Prospectus is not yet available to prospective purchasers, to furnish the Underwriters with copies of the Time of Sale Prospectus as amended or supplemented in such quantities as the Representatives may from time to time reasonably request, and if at such time any event shall have occurred as a result of which the Time of Sale Prospectus as then amended or supplemented would include an untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements thereintherein not misleading. (d) As soon as practicable after filing such documents with the Commission, in light the Company will furnish to the Investor, without charge, at least one manually signed or conformed copy of the circumstances under which they were made when Registration Statement and any post-effective amendment thereto, including financial statements and schedules; and as soon as practicable after the request of any Investor furnish to such Time Investor at least one copy of Sale Prospectus is delivered, not misleading, or, if for any other reason it shall be necessary during such period to amend or supplement the Time of Sale Prospectus or to file under the Exchange Act any document incorporated by reference in the Time of Sale Prospectus such Registration Statement or in order to comply any supplement or amendment, together with the Act all exhibits thereto (including those previously furnished or the Exchange Act, to notify the Representatives and upon their request to prepare and furnish without charge to each Underwriter and to any dealer in securities as many copies as the Representatives may from time to time reasonably request of an amended Time of Sale Prospectus or a supplement to the Time of Sale Prospectus which will correct such statement or omission or effect such compliance;incorporated by reference). (e) Promptly from time to time to take The Company will cooperate with the Investors and their respective counsel in connection with the registration or qualification (or exemption therefrom) of such action as the Representatives may reasonably request to qualify the Shares and the Preferred Shares Registrable Securities for offering offer and sale under the securities and insurance securities or blue sky laws of such jurisdictions in the United States as the Representatives may Investor will reasonably request in writing; and do any and all other acts and things reasonably necessary or advisable to comply with such laws so as to permit facilitate the continuance of sales and dealings therein disposition in such jurisdictions for as long as may be necessary to complete the distribution of the Shares, Registrable Securities covered by such Registration Statement; provided that in connection therewith, the Company shall will not be required to qualify as a foreign corporation or generally to file a general consent to service of process in any jurisdiction or to subject itself to taxation in respect of doing do business in any jurisdiction in which where it is would not otherwise subject be required to such taxation;qualify but for this Agreement. (f) To furnish The Company shall make available for inspection during reasonable business hours by the Underwriters with copies Investor, and any attorney, accountant or other representative retained by such selling Investor (provided that no more than two law firms and one accounting firm will be retained by the Investor) all pertinent financial and other records, pertinent corporate documents and properties of the Final Prospectus as amended Company, and cause the Company's officers, directors and employees to supply all information reasonably requested by any such underwriter, attorney, accountant or supplemented in such quantities as the Representatives may from time to time reasonably request, and, if the delivery of a prospectus is required at any time other representative in connection with the offering or sale of the Shares (or in lieu thereof the notice referred to in Rule 173(a) under the Act), and if at such time any event shall have occurred as a result of which the Final Prospectus as then amended or supplemented would include an untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in light of the circumstances under which they were made when such Final Prospectus (or in lieu thereof the notice referred to in Rule 173(a) under the Act) is delivered, not misleading, or, if for any other reason it shall be necessary during such period to amend or supplement the Final Prospectus or to file under the Exchange Act any document incorporated by reference in the Final Prospectus in order to comply with the Act or the Exchange Act, to notify the Representatives and upon their request to prepare and furnish without charge to each Underwriter and to any dealer in securities as many copies as the Representatives may from time to time reasonably request of an amended Final Prospectus or a supplement to the Final Prospectus which will correct such statement or omission or effect such compliance; (g) To make generally available to its securityholders as soon as practicable, but in any event not later than eighteen months after the effective date of the Registration Statement, an earning statement of the Company and its subsidiaries (which need not be audited) complying with Section 11(a) of the Act and the rules and regulations thereunder; (h) During a period of 30 days from the date of this Agreement, not to offer, sell, contract to sell or otherwise dispose of any securities of the Company which are substantially similar to the Shares and the Preferred Shares, without the prior written consent of the Representatives, which consent shall not be unreasonably withheldregistration; provided, however, that the foregoing sentence shall not apply to the Shares to be sold hereunder; (i) Not to take, directly or indirectly, if any action designed to or that would constitute or that might reasonably be expected to cause or result in, under the Exchange Act or otherwise, stabilization or manipulation of the price of any security of information is determined in good faith by the Company to facilitate be of a confidential nature at the sale or resale time of the Shares; (j) To use the net proceeds received by it from the sale delivery of the Shares in the manner specified in the Registration Statementsuch information, then prior to delivery of such information, the Time of Sale Prospectus Company and the Final Prospectus under Investor will enter into a confidentiality agreement reasonably acceptable to the caption “Use of Proceeds”; and (k) To use its best efforts to effect Company and the listing of the Shares on the NYSE within 30 days of the First Time of Delivery for the SharesInvestor.

Company Covenants. The Company agrees and covenants with each the Backstop Purchaser, between the date hereof and the earlier of the Underwriters Closing Date or the effective date of the Sharesany termination pursuant to Section 7 of this Agreement, as follows: (i) To prepare As soon as reasonably practicable after the Final Prospectus as amended and supplemented Company is advised or obtains knowledge thereof, the Company shall advise the Backstop Purchaser with a confirmation in relation to writing, of (A) the Shares and the Preferred Shares in a form approved by the Representatives and to timely file such Final Prospectus pursuant to Rule 424(b) under the Act; (ii) to make no further amendment or any supplement to time when the Registration Statement, the Time of Sale Prospectus or the Final Prospectus as amended or supplemented after the date hereof and prior to the Time of Delivery for the Shares unless the Representatives shall have had a reasonable opportunity to review and comment upon any such amendment or supplement prior to any filing thereof; (iii) to advise the Representatives promptly of any such amendment or supplement after such Time of Delivery and furnish the Representatives with copies thereof; (iv) to file promptly all reports and any definitive proxy or information statements required to be filed by the Company with the Commission pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act for so long as the delivery of a prospectus is required in connection with the offering or sale of the Shares, and during such same period to advise the Representatives, promptly after it receives notice thereof, of (I) the time when any amendment to the Registration Statement thereto has been filed or becomes effective or any supplement or amendment to the Time of Sale Prospectus or the Final Prospectus has been filed with the Commissionfiled, (IIB) the issuance by the Commission SEC of any stop order order, or of the initiation or threatening of any proceeding, suspending the effectiveness of the Registration Statement or any amendment thereto or any order preventing or suspending the use of any preliminary prospectus or the Registration Statement, the Time of Sale Prospectus or the Final Prospectusany amendment or supplement thereto, (IIIC) the issuance by any state securities commission of any notice of any proceedings for the suspension of the qualification of the Shares Common Stock for offering or sale in any jurisdiction or of the initiation initiation, or threatening the threatening, of any proceeding for any such purpose, (D) the receipt of any comments from the SEC directed toward the Registration Statement or any document incorporated therein by reference and (IVE) any request by the Commission SEC for the amending or supplementing of any amendment to the Registration Statement, Statement or any amendment or supplement to the Time of Sale Prospectus or the Final Prospectus or for additional information; and, in the event of . The Company will use its commercially reasonable efforts to prevent the issuance of any such stop order or the imposition of any such order preventing or suspending the use of the Time of Sale Prospectus or the Final Prospectus or suspending suspension and, if any such qualificationorder is issued or suspension is imposed, to use promptly its best efforts to obtain the withdrawal of such order;thereof as promptly as possible. (bii) To furnish The Company shall operate its business in the ordinary course of business consistent with past practice. (iii) The Company shall notify the Backstop Purchaser, on a daily basis or at such time as the Backstop Purchaser may request, of the aggregate number of shares of Common Stock subscribed for pursuant to you the Rights Offering (including the Over-Subscription Privilege). (iv) The Company shall not issue any shares of capital stock of the Company, or options, warrants, purchase rights, subscription rights, conversion rights, exchange rights, securities convertible into or exchangeable for capital stock of the Company, or other agreements or rights to purchase or otherwise acquire capital stock of the Company, except for (i) equity securities (including, but not limited to, warrants to purchase shares of Common Stock) issued in connection with the Refinancing or the satisfaction of the Refinancing Condition, (ii) shares of Common Stock issuable upon exercise of the Company’s presently outstanding stock options and (iii) other issued and outstanding convertible securities as of the date hereof. (v) The Company shall file on a copy of each proposed Issuer Free Writing Prospectus timely basis all reports required to be prepared by or on behalf of, used by, or referred to filed by the Company and not to use or refer to any proposed free writing prospectus without your consent; (c) Not to take any action that would result in an Underwriter or the Company being required to file with the Commission pursuant to Rule 433(d) under the Act a free writing prospectus prepared by or on behalf of the Underwriters that the Underwriters otherwise would not have been required to file thereunder; (d) If the Time of Sale Prospectus is being used to solicit offers to buy the Shares at a time when the Final Prospectus is not yet available to prospective purchasers, to furnish the Underwriters with copies of the Time of Sale Prospectus as amended or supplemented in such quantities as the Representatives may from time to time reasonably request, and if at such time any event shall have occurred as a result of which the Time of Sale Prospectus as then amended or supplemented would include an untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in light of the circumstances under which they were made when such Time of Sale Prospectus is delivered, not misleading, or, if for any other reason it shall be necessary during such period to amend or supplement the Time of Sale Prospectus or to file under the Exchange Act any document incorporated by reference in the Time of Sale Prospectus in order to comply with the Act or the Exchange Act, with such reports conforming in all material respects with the requirements of the Exchange Act and being true and correct in all material respects. (vi) Should the Backstop Purchaser at any time request a financial institution to notify the Representatives and upon their request to prepare and furnish without charge to each Underwriter and to any dealer in securities as many copies as the Representatives may from time to time reasonably request of an amended Time of Sale Prospectus or a supplement extend credit to the Time of Sale Prospectus which will correct such statement or omission or effect such compliance; (e) Promptly from time to time to take such action as the Representatives may reasonably request to qualify the Shares and the Preferred Shares for offering and sale under the Backstop Purchaser collateralized by securities and insurance securities laws of such jurisdictions as the Representatives may request and to comply with such laws so as to permit the continuance of sales and dealings therein in such jurisdictions for as long as may be necessary to complete the distribution of the SharesCompany, provided that and should such financial institution request reasonable access to information concerning the Company in connection therewithorder to underwrite such credit request, then the Company shall not be required grant such financial institution reasonable access to qualify as a foreign corporation or to file a general consent to service of process in any jurisdiction or to subject itself to taxation in respect of doing business in any jurisdiction in which it is not otherwise subject to such taxation;the information so requested. (fvii) To furnish The Company shall solely use the Underwriters with copies proceeds of the Final Prospectus as amended Rights Offering in accordance with the description set forth in the Registration Statement. (viii) The Company shall not acquire additional businesses through mergers, acquisitions or supplemented otherwise, nor shall it incur additional debt, except to the extent that the Company incurs such debt (i) in such quantities as the Representatives may from time to time reasonably request, and, if the delivery of a prospectus is required at any time ordinary course and consistent with its past practice and (ii) in connection with the offering or sale Refinancing and the satisfaction of the Shares (or in lieu thereof the notice referred to in Rule 173(a) under the Act), and if at such time any event shall have occurred as a result of which the Final Prospectus as then amended or supplemented would include an untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in light of the circumstances under which they were made when such Final Prospectus (or in lieu thereof the notice referred to in Rule 173(a) under the Act) is delivered, not misleading, or, if for any other reason it shall be necessary during such period to amend or supplement the Final Prospectus or to file under the Exchange Act any document incorporated by reference in the Final Prospectus in order to comply with the Act or the Exchange Act, to notify the Representatives and upon their request to prepare and furnish without charge to each Underwriter and to any dealer in securities as many copies as the Representatives may from time to time reasonably request of an amended Final Prospectus or a supplement to the Final Prospectus which will correct such statement or omission or effect such compliance; (g) To make generally available to its securityholders as soon as practicable, but in any event not later than eighteen months after the effective date of the Registration Statement, an earning statement of the Company and its subsidiaries (which need not be audited) complying with Section 11(a) of the Act and the rules and regulations thereunder; (h) During a period of 30 days from the date of this Agreement, not to offer, sell, contract to sell or otherwise dispose of any securities of the Company which are substantially similar to the Shares and the Preferred Shares, without the prior written consent of the Representatives, which consent shall not be unreasonably withheld; provided, however, that the foregoing sentence shall not apply to the Shares to be sold hereunder; (i) Not to take, directly or indirectly, any action designed to or that would constitute or that might reasonably be expected to cause or result in, under the Exchange Act or otherwise, stabilization or manipulation of the price of any security of the Company to facilitate the sale or resale of the Shares; (j) To use the net proceeds received by it from the sale of the Shares in the manner specified in the Registration Statement, the Time of Sale Prospectus and the Final Prospectus under the caption “Use of Proceeds”; and (k) To use its best efforts to effect the listing of the Shares on the NYSE within 30 days of the First Time of Delivery for the SharesRefinancing Condition.

Company Covenants. The Company agrees with each of the Underwriters of the SharesSecurities: (a) (i) To prepare the Final Prospectus as amended and supplemented in relation to the Shares and the Preferred Shares Securities in a form approved by the Representatives and to timely file such Final Prospectus pursuant to Rule 424(b) under the Act; (ii) to make no further amendment or any supplement to the Registration Statement, the Time of Sale Prospectus or the Final Prospectus as amended or supplemented after the date hereof and prior to the Time of Delivery for the Shares Securities unless the Representatives shall have had a reasonable opportunity to review and comment upon any such amendment or supplement prior to any filing thereof; (iii) to advise the Representatives promptly of any such amendment or supplement after such Time of Delivery and furnish the Representatives with copies thereof; (iv) to file promptly all reports and any definitive proxy or information statements required to be filed by the Company with the Commission pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act for so long as the delivery of a prospectus is required in connection with the offering or sale of the SharesSecurities, and during such same period to advise the Representatives, promptly after it receives notice thereof, of (I) the time when any amendment to the Registration Statement has been filed or becomes effective or any supplement or amendment to the Time of Sale Prospectus or the Final Prospectus has been filed with the Commission, (II) the issuance by the Commission of any stop order or of any order preventing or suspending the use of the Registration Statement, the Time of Sale Prospectus or the Final Prospectus, (III) the suspension of the qualification of the Shares Securities for offering or sale in any jurisdiction or of the initiation or threatening of any proceeding for any such purpose, or (IV) any request by the Commission for the amending or supplementing of the Registration Statement, the Time of Sale Prospectus or the Final Prospectus or for additional information; and, in the event of the issuance of any such stop order or of any such order preventing or suspending the use of the Time of Sale Prospectus or the Final Prospectus or suspending any such qualification, to use promptly its best efforts to obtain the withdrawal of such order; (b) To furnish to you a copy of each proposed Issuer Free Writing Prospectus to be prepared by or on behalf of, used by, or referred to by the Company and not to use or refer to any proposed free writing prospectus without your consent; (c) Not to take any action that would result in an Underwriter or the Company being required to file with the Commission pursuant to Rule 433(d) under the Act a free writing prospectus prepared by or on behalf of the Underwriters that the Underwriters otherwise would not have been required to file thereunder; (d) If the Time of Sale Prospectus is being used to solicit offers to buy the Shares Securities at a time when the Final Prospectus is not yet available to prospective purchasers, to furnish the Underwriters with copies of the Time of Sale Prospectus as amended or supplemented in such quantities as the Representatives may from time to time reasonably request, and if at such time any event shall have occurred as a result of which the Time of Sale Prospectus as then amended or supplemented would include an untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in light of the circumstances under which they were made when such Time of Sale Prospectus is delivered, not misleading, or, if for any other reason it shall be necessary during such period to amend or supplement the Time of Sale Prospectus or to file under the Exchange Act any document incorporated by reference in the Time of Sale Prospectus in order to comply with the Act, the Exchange Act or the Exchange Trust Indenture Act, to notify the Representatives and upon their request to prepare and furnish without charge to each Underwriter and to any dealer in securities as many copies as the Representatives may from time to time reasonably request of an amended Time of Sale Prospectus or a supplement to the Time of Sale Prospectus which will correct such statement or omission or effect such compliance; (e) Promptly from time to time to take such action as the Representatives may reasonably request to qualify the Shares and the Preferred Shares Securities for offering and sale under the securities and insurance securities laws of such jurisdictions as the Representatives may request and to comply with such laws so as to permit the continuance of sales and dealings therein in such jurisdictions for as long as may be necessary to complete the distribution of the SharesSecurities, provided that in connection therewith, the Company shall not be required to qualify as a foreign corporation or to file a general consent to service of process in any jurisdiction or to subject itself to taxation in respect of doing business in any jurisdiction in which it is not otherwise subject to such taxation; (f) To furnish the Underwriters with copies of the Final Prospectus as amended or supplemented in such quantities as the Representatives may from time to time reasonably request, and, if the delivery of a prospectus is required at any time in connection with the offering or sale of the Shares Securities (or in lieu thereof the notice referred to in Rule 173(a) under the Act), and if at such time any event shall have occurred as a result of which the Final Prospectus as then amended or supplemented would include an untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in light of the circumstances under which they were made when such Final Prospectus (or in lieu thereof the notice referred to in Rule 173(a) under the Act) is delivered, not misleading, or, if for any other reason it shall be necessary during such period to amend or supplement the Final Prospectus or to file under the Exchange Act any document incorporated by reference in the Final Prospectus in order to comply with the Act, the Exchange Act or the Exchange Trust Indenture Act, to notify the Representatives and upon their request to prepare and furnish without charge to each Underwriter and to any dealer in securities as many copies as the Representatives may from time to time reasonably request of an amended Final Prospectus or a supplement to the Final Prospectus which will correct such statement or omission or effect such compliance; (g) To make generally available to its securityholders as soon as practicable, but in any event not later than eighteen months after the effective date of the Registration Statement, an earning earnings statement of the Company and its subsidiaries (which need not be audited) complying with Section 11(a) of the Act and the rules and regulations thereunder; (h) During a the period of 30 days beginning from the date hereof and continuing to and including the latter of this Agreement(i) the termination of trading restrictions for the Securities, as notified to the Company by the Representatives or their counsel and (ii) the Time of Delivery for the Securities, not to offer, sell, contract to sell or otherwise dispose of any securities of the Company which are substantially similar to the Shares and the Preferred SharesSecurities, without the prior written consent of the Representatives, which consent shall not be unreasonably withheld; provided, however, that the foregoing sentence shall not apply to the Shares to be sold hereunder;and (i) Not to take, directly or indirectly, any action designed to or that would constitute or that might reasonably be expected to cause or result in, under the Exchange Act or otherwise, stabilization or manipulation of the price of any security of the Company to facilitate the sale or resale of the Shares; (j) To use the net proceeds received by it from the sale of the Shares in the manner specified in the Registration Statement, the Time of Sale Prospectus and the Final Prospectus under the caption “Use of Proceeds”; and (k) To use its best efforts to effect the listing of the Shares on the NYSE within 30 days of the First Time of Delivery for the SharesSecurities.

Company Covenants. The Company agrees with each of the Underwriters of the Sharesany Securities: (ia) To prepare the Final Prospectus as amended and supplemented in relation to the Shares and the Preferred Shares applicable Securities in a form approved by the Representatives and to file timely file such Final Prospectus pursuant to Rule 424(b) under the Act); (ii) to make no further amendment or any supplement to the Registration Statement, the Time of Sale Prospectus Statement or the Final Prospectus as amended or supplemented after the date hereof Applicable Time and prior to the Time of Delivery Closing Date for the Shares such Securities unless the Representatives for such Securities shall have had a reasonable opportunity to review and comment upon any such amendment or supplement prior to any filing thereof; (iii) to advise the Representatives Representatives, promptly after it receives notice thereof, of the time when any such amendment to the Registration Statement has been filed or becomes effective or any supplement after such Time of Delivery to the Final Prospectus or any amended Final Prospectus has been filed and to furnish the Representatives with copies thereof; (iv) to file promptly all reports and any definitive proxy or information statements required to be filed by the Company with the Commission pursuant to Section Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act for so long as the delivery of a prospectus is required in connection with the offering or sale of the Sharessuch Securities and, and during such same period period, to advise the Representatives, promptly after it receives notice thereof, of (I) the time when any amendment to the Registration Statement has been filed or becomes effective or any supplement or amendment to the Time of Sale Prospectus or the Final Prospectus has been filed with the Commission, (IIi) the issuance by the Commission of any stop order or of any order preventing or suspending the use of the Registration Statement, the Time of Sale Prospectus or the Final Prospectus, (IIIii) the suspension of the qualification of the Shares such Securities for offering or sale in any jurisdiction or of the initiation or threatening of any proceeding for any such purpose, or (IViii) any request by the Commission for the amending or supplementing of the Registration Statement, the Time of Sale Prospectus Statement or the Final Prospectus or for additional information; and, in the event of the issuance of any such stop order or of any such order preventing or suspending the use of the Time of Sale Prospectus or the Final Prospectus or suspending any such qualification, promptly to use promptly its best efforts to obtain the withdrawal of such order; (b) To give the Representatives notice of its intention to make any filing pursuant to the Exchange Act or the regulations of the Commission thereunder, other than filings made pursuant to Section 16 of the Exchange Act, during the period beginning from the Applicable Time and continuing to and including the Closing Date and to furnish the Representatives with copies of any such documents a reasonable amount of time prior to such proposed filing. The Company shall prepare the Final Term Sheet and file such Final Term Sheet as an Issuer Free Writing Prospectus within two business days after the date hereof; provided that the Company shall furnish the Representatives with copies of any such Final Term Sheet a reasonable amount of time prior to such proposed filing and will not use or file any such document to which the Representatives or counsel to the Representatives shall object; (c) Promptly from time to time to take such action as the Representatives may reasonably request to qualify such Securities for offering and sale under the securities laws of such jurisdictions as the Representatives may reasonably request and to comply with such laws so as to permit the continuance of sales and dealings therein in such jurisdictions for so long as may be necessary to complete the distribution of such Securities, provided that in connection therewith the Company shall not be required to qualify as a foreign corporation, to file a general consent to service of process in any jurisdiction or to subject itself to taxation in respect of doing business in any jurisdiction in which it is not otherwise subject; (d) To furnish to you the Representatives a copy of each proposed Issuer Free Writing Prospectus to be prepared by or on behalf of, used by, or referred to by the Company and not to use or refer to any proposed free Issuer Free Writing Prospectus to which the Representatives reasonably object; if at any time following issuance of an Issuer Free Writing Prospectus there occurred or occurs an event or development as a result of which such Issuer Free Writing Prospectus conflicted or would conflict with the information contained in the Registration Statement, the Disclosure Package, the Final Prospectus or any Preliminary Prospectus or, when taken together with the Disclosure Package and any other such Issuer Free Writing Prospectus, included or would include an untrue statement of a material fact or omitted or would omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances prevailing at that subsequent time, not misleading, to promptly notify the Representatives and, if requested by the Representatives, to promptly amend or supplement, at its own expense, such Issuer Free Writing Prospectus to eliminate or correct such conflict, untrue statement or omission; provided, however, that this covenant shall not apply to any statements or omissions in an Issuer Free Writing Prospectus made in reliance upon and in conformity with information furnished in writing prospectus without your consentto the Company by any Underwriter expressly for use therein; (ce) Not to take any action that would result in an Underwriter or the Company being required to file with the Commission pursuant to Rule 433(d) under the Act a free writing prospectus prepared by or on behalf of the Underwriters that the Underwriters otherwise would not have been required to file thereunder; (d) If the Time of Sale Prospectus is being used to solicit offers to buy the Shares at a time when the Final Prospectus is not yet available to prospective purchasers, to To furnish the Underwriters with electronic copies of any Issuer Free Writing Prospectus or the Time of Sale Final Prospectus as amended or supplemented in such quantities as the Representatives may from time to time reasonably request, and if if, at any time prior to the earlier of (i) the completion of the distribution by each of the Underwriters of the Securities purchased by such time Underwriter under this Agreement and (ii) the expiration of nine months after the date of the Final Prospectus, any event shall have occurred as a result of which any Issuer Free Writing Prospectus or the Time of Sale Final Prospectus as then amended or supplemented would include an untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made when such Time of Sale Issuer Free Writing Prospectus is or the Final Prospectus were delivered, not misleading, or, if for any other reason it shall be necessary during such period to amend or supplement any Issuer Free Writing Prospectus or the Time of Sale Final Prospectus or to file under the Exchange Act any document incorporated by reference in any Issuer Free Writing Prospectus or the Time of Sale Final Prospectus in order to comply with the Act or the Exchange Act, (i) to notify the Representatives and (ii) upon their request to prepare and furnish without charge to each Underwriter and to any dealer in securities as many copies as the Representatives may from time to time reasonably request of an amended Time of Sale Issuer Free Writing Prospectus or a supplement to the Time of Sale Prospectus which will correct such statement or omission or effect such compliance; (e) Promptly from time to time to take such action as the Representatives may reasonably request to qualify the Shares and the Preferred Shares for offering and sale under the securities and insurance securities laws of such jurisdictions as the Representatives may request and to comply with such laws so as to permit the continuance of sales and dealings therein in such jurisdictions for as long as may be necessary to complete the distribution of the Shares, provided that in connection therewith, the Company shall not be required to qualify as a foreign corporation or to file a general consent to service of process in any jurisdiction or to subject itself to taxation in respect of doing business in any jurisdiction in which it is not otherwise subject to such taxation; (f) To furnish the Underwriters with copies of the Final Prospectus as amended or supplemented in such quantities as the Representatives may from time to time reasonably request, and, if the delivery of a prospectus is required at any time in connection with the offering or sale of the Shares (or in lieu thereof the notice referred to in Rule 173(a) under the Act), and if at such time any event shall have occurred as a result of which the Final Prospectus as then amended or supplemented would include an untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in light of the circumstances under which they were made when such Final Prospectus (or in lieu thereof the notice referred to in Rule 173(a) under the Act) is delivered, not misleading, or, if for any other reason it shall be necessary during such period to amend or supplement the Final Prospectus or to file under the Exchange Act any document incorporated by reference in the Final Prospectus in order to comply with the Act or the Exchange Act, to notify the Representatives and upon their request to prepare and furnish without charge to each Underwriter and to any dealer in securities as many copies as the Representatives may from time to time reasonably request of an amended Final Prospectus or a supplement to the Final Prospectus which will correct such statement or omission or effect such compliance; and any Issuer Free Writing Prospectus and the Final Prospectus and any amendments or supplements thereto furnished to the Representatives shall be identical to the electronically transmitted copies thereof filed with the Commission pursuant to XXXXX, except to the extent permitted by Regulation S-T; (gf) To make generally available to its securityholders of the Company as soon as practicable, but in any event not later than eighteen months after the effective date of the Registration StatementStatement (as defined in Rule 158(c) under the Act), an earning earnings statement of the Company and its subsidiaries (which need not be audited) complying with Section 11(a) of the Act and the rules and regulations thereunderthereunder (including, at the option of the Company, Rule 158); (hg) During a the period of 30 days beginning from the date of this AgreementApplicable Time and continuing to and including the Closing Date, not to offer, sell, contract to offer or sell or otherwise dispose of any debt securities of the Company which are substantially having pricing characteristics similar to the Shares Securities exceeding an aggregate principal amount of $3 billion, except, for the avoidance of doubt, debt securities issued under the Global Note Issuance Programs of Metropolitan Life Global Funding I and Met Tower Global Funding or any commercial paper program of, or sponsored by, the Preferred SharesCompany or any subsidiaries, without the prior written consent of the Representatives, which consent shall not be unreasonably withheld; provided; (h) During a period of five years from the effective date of the Registration Statement, however, that the foregoing sentence shall not apply to furnish to the Shares Representatives copies of all reports or other communications (financial or other) furnished to stockholders of the Company, and to furnish to the Representatives as soon as they are available, copies of any reports and financial statements furnished to or filed with the Commission or any national securities exchange on which the Securities or any class of securities of the Company is listed (such financial statements to be sold hereunderon a consolidated basis to the extent the accounts of the Company and its subsidiaries are consolidated in reports furnished to its stockholders generally or to the Commission), provided that reports and financial statements furnished to or filed with the Commission, and publicly available on XXXXX, or furnished on the Company’s website, shall be deemed to have been furnished to the Representatives under this Section 4(h); (i) Not The Company agrees that, unless it obtains the prior consent of the Representatives, and each Underwriter represents and agrees that, unless it obtains the prior consent of the Company and the Representatives, it has not made and will not make any offer relating to take, directly or indirectly, any action designed to or the Securities that would constitute an Issuer Free Writing Prospectus (other than, for the avoidance of doubt, any Bloomberg L.P. or that might reasonably be expected other electronic communication regarding any preliminary term sheets or comparable security prices and the Final Term Sheet filed pursuant to cause or result inSection 4(b) hereto). Each Underwriter agrees, under unless it obtains the Exchange Act or otherwise, stabilization or manipulation of the price of any security prior consent of the Company and the Representatives, not to facilitate take any action that would result in the sale Company being required to file with the Commission under Rule 433(d) under the Act a free writing prospectus prepared by or resale on behalf of such Underwriter that otherwise would not be required to be filed by the Shares;Company thereunder but for the action of such Underwriter (other than, for the avoidance of doubt, the Final Term Sheet filed pursuant to Section 4(b) hereto); and (j) To The Company agrees to use the net proceeds received by it the Company from the sale of the Shares Securities pursuant to this Agreement in the manner specified in the Registration Statement, the Time of Sale Prospectus and the Final Prospectus under the caption “Use of Proceeds”; and (k) To use its best efforts to effect the listing of the Shares on the NYSE within 30 days of the First Time of Delivery for the SharesPricing Prospectus.

Company Covenants. The Company agrees with each of the Underwriters of the SharesSecurities: (a) (i) To prepare the Final Prospectus as amended and supplemented in relation to the Shares and the Preferred Shares Securities in a form approved by the Representatives and to timely file such Final Prospectus pursuant to Rule 424(b) under the Act; (ii) to make no further amendment or any supplement to the Registration Statement, the Time of Sale Prospectus or the Final Prospectus as amended or supplemented after the date hereof and prior to the Time of Delivery for the Shares Securities unless the Representatives shall have had a reasonable opportunity to review and comment upon any such amendment or supplement prior to any filing thereof; (iii) to advise the Representatives promptly of any such amendment or supplement after such Time of Delivery and furnish the Representatives with copies thereof; (iv) to file promptly all reports and any definitive proxy or information statements required to be filed by the Company with the Commission pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act for so long as the delivery of a prospectus is required in connection with the offering or sale of the SharesSecurities, and during such same period to advise the Representatives, promptly after it receives notice thereof, of (I) the time when any amendment to the Registration Statement has been filed or becomes effective or any supplement or amendment to the Time of Sale Prospectus or the Final Prospectus has been filed with the Commission, (II) the issuance by the Commission of any stop order or of any order preventing or suspending the use of the Registration Statement, the Time of Sale Prospectus or the Final Prospectus, (III) the suspension of the qualification of the Shares Securities for offering or sale in any jurisdiction or of the initiation or threatening of any proceeding for any such purpose, or (IV) any request by the Commission for the amending or supplementing of the Registration Statement, the Time of Sale Prospectus or the Final Prospectus or for additional information; and, in the event of the issuance of any such stop order or of any such order preventing or suspending the use of the Time of Sale Prospectus or the Final Prospectus or suspending any such qualification, to use promptly its best efforts to obtain the withdrawal of such order; (b) To furnish to you a copy of each proposed Issuer Free Writing Prospectus to be prepared by or on behalf of, used by, or referred to by the Company and not to use or refer to any proposed free writing prospectus without your consent; (c) Not to take any action that would result in an Underwriter or the Company being required to file with the Commission pursuant to Rule 433(d) under the Act a free writing prospectus prepared by or on behalf of the Underwriters that the Underwriters otherwise would not have been required to file thereunder; (d) If the Time of Sale Prospectus is being used to solicit offers to buy the Shares Securities at a time when the Final Prospectus is not yet available to prospective purchasers, to furnish the Underwriters with copies of the Time of Sale Prospectus as amended or supplemented in such quantities as the Representatives may from time to time reasonably request, and if at such time any event shall have occurred as a result of which the Time of Sale Prospectus as then amended or supplemented would include an untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in light of the circumstances under which they were made when such Time of Sale Prospectus is delivered, not misleading, or, if for any other reason it shall be necessary during such period to amend or supplement the Time of Sale Prospectus or to file under the Exchange Act any document incorporated by reference in the Time of Sale Prospectus in order to comply with the Act, the Exchange Act or the Exchange Trust Indenture Act, to notify the Representatives and upon their request to prepare and furnish without charge to each Underwriter and to any dealer in securities as many copies as the Representatives may from time to time reasonably request of an amended Time of Sale Prospectus or a supplement to the Time of Sale Prospectus which will correct such statement or omission or effect such compliance; (e) Promptly from time to time to take such action as the Representatives may reasonably request to qualify the Shares and the Preferred Shares Securities for offering and sale under the securities and insurance securities laws of such jurisdictions as the Representatives may request and to comply with such laws so as to permit the continuance of sales and dealings therein in such jurisdictions for as long as may be necessary to complete the distribution of the SharesSecurities, provided that in connection therewith, the Company shall not be required to qualify as a foreign corporation or to file a general consent to service of process in any jurisdiction or to subject itself to taxation in respect of doing business in any jurisdiction in which it is not otherwise subject to such taxation; (f) To furnish the Underwriters with copies of the Final Prospectus as amended or supplemented in such quantities as the Representatives may from time to time reasonably request, and, if the delivery of a prospectus is required at any time in connection with the offering or sale of the Shares Securities (or in lieu thereof the notice referred to in Rule 173(a) under the Act), and if at such time any event shall have occurred as a result of which the Final Prospectus as then amended or supplemented would include an untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in light of the circumstances under which they were made when such Final Prospectus (or in lieu thereof the notice referred to in Rule 173(a) under the Act) is delivered, not misleading, or, if for any other reason it shall be necessary during such period to amend or supplement the Final Prospectus or to file under the Exchange Act any document incorporated by reference in the Final Prospectus in order to comply with the Act, the Exchange Act or the Exchange Trust Indenture Act, to notify the Representatives and upon their request to prepare and furnish without charge to each Underwriter and to any dealer in securities as many copies as the Representatives may from time to time reasonably request of an amended Final Prospectus or a supplement to the Final Prospectus which will correct such statement or omission or effect such compliance; (g) To make generally available to its securityholders as soon as practicable, but in any event not later than eighteen months after the effective date of the Registration Statement, an earning statement of the Company and its subsidiaries (which need not be audited) complying with Section 11(a) of the Act and the rules and regulations thereunder; (h) During a the period of 30 days beginning from the date hereof and continuing to and including the latter of this Agreement(i) the termination of trading restrictions for the Securities, as notified to the Company by the Representatives or their counsel and (ii) the Time of Delivery for the Securities, not to offer, sell, contract to sell or otherwise dispose of any securities of the Company which are substantially similar to the Shares and the Preferred SharesSecurities, without the prior written consent of the Representatives, which consent shall not be unreasonably withheld; provided, however, that the foregoing sentence shall not apply to the Shares to be sold hereunder; (i) Not to take, directly or indirectly, any action designed to or that would constitute or that might reasonably be expected to cause or result in, under the Exchange Act or otherwise, stabilization or manipulation of the price of any security of the Company to facilitate the sale or resale of the Shares;Securities; and (j) To use the net proceeds received by it from the sale of the Shares Securities in the manner specified in the Registration Statement, the Time of Sale Prospectus and the Final Prospectus under the caption “Use of Proceeds.”; and (k) To use its best efforts to effect the listing of the Shares on the NYSE within 30 days of the First Time of Delivery for the Shares.

Company Covenants. The Company agrees with each of the Underwriters of the Sharesany Securities: (ia) To prepare the Final Prospectus as amended and supplemented in relation to the Shares and the Preferred Shares applicable Securities in a form approved by the Representatives and to file timely file such Final Prospectus pursuant to Rule 424(b) under the Act; (ii) to make no further amendment or any supplement to the Registration Statement, the Time of Sale Prospectus Statement or the Final Prospectus as amended or supplemented after the date hereof Applicable Time and prior to the Time of Delivery Closing Date for the Shares such Securities unless the Representatives for such Securities shall have had a reasonable opportunity to review and comment upon any such amendment or supplement prior to any filing thereof; (iii) to advise the Representatives Representatives, promptly after it receives notice thereof, of the time when any such amendment to the Registration Statement has been filed or becomes effective or any supplement after such Time of Delivery to the Final Prospectus or any amended Final Prospectus has been filed and to furnish the Representatives with copies thereof; (iv) to file promptly all reports and any definitive proxy or information statements required to be filed by the Company with the Commission pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act for so long as the delivery of a prospectus is required in connection with the offering or sale of the Sharessuch Securities and, and during such same period period, to advise the Representatives, promptly after it receives notice thereof, of (I) the time when any amendment to the Registration Statement has been filed or becomes effective or any supplement or amendment to the Time of Sale Prospectus or the Final Prospectus has been filed with the Commission, (IIi) the issuance by the Commission of any stop order or of any order preventing or suspending the use of the Registration Statement, the Time of Sale Prospectus or the Final Prospectus, (IIIii) the suspension of the qualification of the Shares such Securities for offering or sale in any jurisdiction or of the initiation or threatening of any proceeding for any such purpose, or (IViii) any request by the Commission for the amending or supplementing of the Registration Statement, the Time of Sale Prospectus Statement or the Final Prospectus or for additional information; and, in the event of the issuance of any such stop order or of any such order preventing or suspending the use of the Time of Sale Prospectus or the Final Prospectus or suspending any such qualification, promptly to use promptly its best efforts to obtain the withdrawal of such order; (b) To give the Representatives notice of any filings made pursuant to the Exchange Act or the regulations of the Commission thereunder within forty-eight hours prior to the Applicable Time; to give the Representatives notice of its intention to make any such filing from the Applicable Time to the Closing Date and to furnish the Representatives with copies of any such documents a reasonable amount of time prior to such proposed filing. The Company shall prepare the Final Term Sheet and file such Final Term Sheet as an Issuer Free Writing Prospectus within two business days after the date hereof; provided that the Company shall furnish the Representatives with copies of any such Final Term Sheet a reasonable amount of time prior to such proposed filing and will not use or file any such document to which the Representatives or counsel to the Representatives shall object; (c) Promptly from time to time to take such action as the Representatives may reasonably request to qualify such Securities for offering and sale under the securities laws of such jurisdictions as the Representatives may reasonably request and to comply with such laws so as to permit the continuance of sales and dealings therein in such jurisdictions for so long as may be necessary to complete the distribution of such Securities, provided that in connection therewith the Company shall not be required to qualify as a foreign corporation, to file a general consent to service of process in any jurisdiction or to subject itself to taxation in respect of doing business in any jurisdiction in which it is not otherwise subject; (d) To furnish to you the Representatives a copy of each proposed Issuer Free Writing Prospectus to be prepared by or on behalf of, used by, or referred to by the Company and not to use or refer to any proposed free Issuer Free Writing Prospectus to which the Representatives reasonably object; if at any time following issuance of an Issuer Free Writing Prospectus there occurred or occurs an event or development as a result of which such Issuer Free Writing Prospectus conflicted or would conflict with the information contained in the Registration Statement, the Disclosure Package, the Final Prospectus or any Preliminary Prospectus, to promptly notify the Representatives and, if requested by the Representatives, to promptly amend or supplement, at its own expense, such Issuer Free Writing Prospectus to eliminate or correct such conflict; provided, however, that this covenant shall not apply to any statements or omissions in an Issuer Free Writing Prospectus made in reliance upon and in conformity with information furnished in writing prospectus without your consentto the Company by any Underwriter expressly for use therein; (ce) Not to take any action that would result in an Underwriter or the Company being required to file with the Commission pursuant to Rule 433(d) under the Act a free writing prospectus prepared by or on behalf of the Underwriters that the Underwriters otherwise would not have been required to file thereunder; (d) If the Time of Sale Prospectus is being used to solicit offers to buy the Shares at a time when the Final Prospectus is not yet available to prospective purchasers, to To furnish the Underwriters with copies of any Issuer Free Writing Prospectus or the Time of Sale Final Prospectus as amended or supplemented in such quantities as the Representatives may from time to time reasonably request, and if if, at any time prior to the earlier of (i) the completion of the initial distribution by each of the Underwriters of the Securities purchased by such time Underwriter under this Agreement or (ii) the expiration of nine months after the date of the Final Prospectus, any event shall have occurred as a result of which any Issuer Free Writing Prospectus or the Time of Sale Final Prospectus as then amended or supplemented would include an untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made when such Time of Sale Issuer Free Writing Prospectus is or the Final Prospectus were delivered, not misleading, or, if for any other reason it shall be necessary during such period to amend or supplement any Issuer Free Writing Prospectus or the Time of Sale Final Prospectus or to file under the Exchange Act any document incorporated by reference in any Issuer Free Writing Prospectus or the Time of Sale Final Prospectus in order to comply with the Act or the Exchange Act, (i) to notify the Representatives and (ii) upon their request to prepare and furnish without charge to each Underwriter and to any dealer in securities as many copies as the Representatives may from time to time reasonably request of an amended Time of Sale Prospectus or a supplement to the Time of Sale Prospectus which will correct such statement or omission or effect such compliance; (e) Promptly from time to time to take such action as the Representatives may reasonably request to qualify the Shares and the Preferred Shares for offering and sale under the securities and insurance securities laws of such jurisdictions as the Representatives may request and to comply with such laws so as to permit the continuance of sales and dealings therein in such jurisdictions for as long as may be necessary to complete the distribution of the Shares, provided that in connection therewith, the Company shall not be required to qualify as a foreign corporation or to file a general consent to service of process in any jurisdiction or to subject itself to taxation in respect of doing business in any jurisdiction in which it is not otherwise subject to such taxation; (f) To furnish the Underwriters with copies of the Final Prospectus as amended or supplemented in such quantities as the Representatives may from time to time reasonably request, and, if the delivery of a prospectus is required at any time in connection with the offering or sale of the Shares (or in lieu thereof the notice referred to in Rule 173(a) under the Act), and if at such time any event shall have occurred as a result of which the Final Prospectus as then amended or supplemented would include an untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in light of the circumstances under which they were made when such Final Prospectus (or in lieu thereof the notice referred to in Rule 173(a) under the Act) is delivered, not misleading, or, if for any other reason it shall be necessary during such period to amend or supplement the Final Prospectus or to file under the Exchange Act any document incorporated by reference in the Final Prospectus in order to comply with the Act or the Exchange Act, to notify the Representatives and upon their request to prepare and furnish without charge to each Underwriter and to any dealer in securities as many copies as the Representatives may from time to time reasonably request of an amended Final Issuer Free Writing Prospectus or a supplement to the Final Prospectus which will correct such statement or omission or effect such compliance; and any Issuer Free Writing Prospectus and the Final Prospectus and any amendments or supplements thereto furnished to the Representatives shall be identical to the electronically transmitted copies thereof filed with the Commission pursuant to XXXXX, except to the extent permitted by Regulation S-T; (gf) To make generally available to its securityholders of the Company as soon as practicable, but in any event not later than eighteen months after the effective date of the Registration StatementStatement (as defined in Rule 158(c) under the Act), an earning earnings statement of the Company and its subsidiaries (which need not be audited) complying with Section 11(a) of the Act and the rules and regulations thereunderthereunder (including, at the option of the Company, Rule 158); (hg) During a the period of 30 days beginning from the date of this AgreementApplicable Time and continuing to and including the Closing Date for such Securities, not to offer, sell, contract to offer or sell or otherwise dispose of any debt securities of the Company which are substantially having pricing characteristics similar to the Shares and Securities, except, for the Preferred Sharesavoidance of doubt, debt securities issued under the Global Medium Term Note Program of Metropolitan Life Global Funding I, Euro Medium Term Note Program of MetLife Institutional Funding I, LLC, or any commercial paper program of, or sponsored by, the Company or any subsidiaries, exceeding an aggregate principal amount of $3 billion without the prior written consent of the Representatives, which consent shall not be unreasonably withheld; provided. (h) During a period of five years from the effective date of the Registration Statement, however, that the foregoing sentence shall not apply to furnish to the Shares Representatives copies of all reports or other communications (financial or other) furnished to stockholders of the Company, and to furnish to the Representatives as soon as they are available, copies of any reports and financial statements furnished to or filed with the Commission or any national securities exchange on which the Securities or any class of securities of the Company is listed (such financial statements to be sold hereunder;on a consolidated basis to the extent the accounts of the Company and its subsidiaries are consolidated in reports furnished to its stockholders generally or to the Commission), provided that reports and financial statements furnished to or filed with the Commission, and publicly available on XXXXX, or furnished on the Company’s website, shall be deemed to have been furnished to the Representatives under this Section 4(h); and (i) Not The Company agrees that, unless it obtains the prior consent of the Representatives, and each Underwriter represents and agrees that, unless it obtains the prior consent of the Company and the Representatives, it has not made and will not make any offer relating to take, directly or indirectly, any action designed to or the Securities that would constitute an Issuer Free Writing Prospectus (other than, for the avoidance of doubt, any Bloomberg L.P. or that might reasonably be expected other electronic communication regarding any preliminary term sheets or comparable bond prices and the Final Term Sheet filed pursuant to cause or result inSection 4(b) hereto). Each Underwriter agrees, under unless it obtains the Exchange Act or otherwise, stabilization or manipulation of the price of any security prior consent of the Company and the Representatives, not to facilitate the sale or resale of the Shares; (j) To use the net proceeds received by it from the sale of the Shares take any action that would result in the manner specified in Company being required to file with the Registration StatementCommission under Rule 433(d) under the Act a free writing prospectus prepared by or on behalf of such Underwriter that otherwise would not be required to be filed by the Company thereunder but for the action of such Underwriter (other than, for the avoidance of doubt, the Time of Sale Prospectus and the Final Prospectus under the caption “Use of Proceeds”; and (kTerm Sheet filed pursuant to Section 4(b) To use its best efforts to effect the listing of the Shares on the NYSE within 30 days of the First Time of Delivery for the Shareshereto).

Company Covenants. The Company agrees with each of the Underwriters of the Sharesany Securities: (ia) To prepare the Final Prospectus as amended and supplemented in relation to the Shares and the Preferred Shares applicable Securities in a form approved by the Representatives and to file timely file such Final Prospectus pursuant to Rule 424(b) under the Act; (ii) to make no further amendment or any supplement to the Registration Statement, the Time of Sale Prospectus Statement or the Final Prospectus as amended or supplemented after the date hereof Applicable Time and prior to the Time of Delivery Closing Date for the Shares such Securities unless the Representatives for such Securities shall have had a reasonable opportunity to review and comment upon any such amendment or supplement prior to any filing thereof; (iii) to advise the Representatives Representatives, promptly after it receives notice thereof, of the time when any such amendment to the Registration Statement has been filed or becomes effective or any supplement after such Time of Delivery to the Final Prospectus or any amended Final Prospectus has been filed and to furnish the Representatives with copies thereof; (iv) to file promptly all reports and any definitive proxy or information statements required to be filed by the Company with the Commission pursuant to Section Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act for so long as the delivery of a prospectus is required in connection with the offering or sale of the Sharessuch Securities and, and during such same period period, to advise the Representatives, promptly after it receives notice thereof, of (I) the time when any amendment to the Registration Statement has been filed or becomes effective or any supplement or amendment to the Time of Sale Prospectus or the Final Prospectus has been filed with the Commission, (IIi) the issuance by the Commission of any stop order or of any order preventing or suspending the use of the Registration Statement, the Time of Sale Prospectus or the Final Prospectus, (IIIii) the suspension of the qualification of the Shares such Securities for offering or sale in any jurisdiction or of the initiation or threatening of any proceeding for any such purpose, or (IViii) any request by the Commission for the amending or supplementing of the Registration Statement, the Time of Sale Prospectus Statement or the Final Prospectus or for additional information; and, in the event of the issuance of any such stop order or of any such order preventing or suspending the use of the Time of Sale Prospectus or the Final Prospectus or suspending any such qualification, promptly to use promptly its best efforts to obtain the withdrawal of such order; (b) To give the Representatives notice of its intention to make any filing pursuant to the Exchange Act or the regulations of the Commission thereunder from the Applicable Time to the Closing Date and to furnish the Representatives with copies of any such documents a reasonable amount of time prior to such proposed filing. The Company shall prepare the Final Term Sheet and file such Final Term Sheet as an Issuer Free Writing Prospectus within two business days after the date hereof; provided that the Company shall furnish the Representatives with copies of any such Final Term Sheet a reasonable amount of time prior to such proposed filing and will not use or file any such document to which the Representatives or counsel to the Representatives shall object; (c) Promptly from time to time to take such action as the Representatives may reasonably request to qualify such Securities for offering and sale under the securities laws of such jurisdictions as the Representatives may reasonably request and to comply with such laws so as to permit the continuance of sales and dealings therein in such jurisdictions for so long as may be necessary to complete the distribution of such Securities, provided that in connection therewith the Company shall not be required to qualify as a foreign corporation, to file a general consent to service of process in any jurisdiction or to subject itself to taxation in respect of doing business in any jurisdiction in which it is not otherwise subject; (d) To furnish to you the Representatives a copy of each proposed Issuer Free Writing Prospectus to be prepared by or on behalf of, used by, or referred to by the Company and not to use or refer to any proposed free Issuer Free Writing Prospectus to which the Representatives reasonably object; if at any time following issuance of an Issuer Free Writing Prospectus there occurred or occurs an event or development as a result of which such Issuer Free Writing Prospectus conflicted or would conflict with the information contained in the Registration Statement, the Disclosure Package, the Final Prospectus or any Preliminary Prospectus or, when taken together with the Disclosure Package and any other such Issuer Free Writing Prospectus, included or would include an untrue statement of a material fact or omitted or would omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances prevailing at that subsequent time, not misleading, to promptly notify the Representatives and, if requested by the Representatives, to promptly amend or supplement, at its own expense, such Issuer Free Writing Prospectus to eliminate or correct such conflict, untrue statement or omission; provided, however, that this covenant shall not apply to any statements or omissions in an Issuer Free Writing Prospectus made in reliance upon and in conformity with information furnished in writing prospectus without your consentto the Company by any Underwriter expressly for use therein; (ce) Not to take any action that would result in an Underwriter or the Company being required to file with the Commission pursuant to Rule 433(d) under the Act a free writing prospectus prepared by or on behalf of the Underwriters that the Underwriters otherwise would not have been required to file thereunder; (d) If the Time of Sale Prospectus is being used to solicit offers to buy the Shares at a time when the Final Prospectus is not yet available to prospective purchasers, to To furnish the Underwriters with copies of any Issuer Free Writing Prospectus or the Time of Sale Final Prospectus as amended or supplemented in such quantities as the Representatives may from time to time reasonably request, and if if, at any time prior to the earlier of (i) the completion of the initial distribution by each of the Underwriters of the Securities purchased by such time Underwriter under this Agreement and (ii) the expiration of nine months after the date of the Final Prospectus, any event shall have occurred as a result of which any Issuer Free Writing Prospectus or the Time of Sale Final Prospectus as then amended or supplemented would include an untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made when such Time of Sale Issuer Free Writing Prospectus is or the Final Prospectus were delivered, not misleading, or, if for any other reason it shall be necessary during such period to amend or supplement any Issuer Free Writing Prospectus or the Time of Sale Final Prospectus or to file under the Exchange Act any document incorporated by reference in any Issuer Free Writing Prospectus or the Time of Sale Final Prospectus in order to comply with the Act or the Exchange Act, (i) to notify the Representatives and (ii) upon their request to prepare and furnish without charge to each Underwriter and to any dealer in securities as many copies as the Representatives may from time to time reasonably request of an amended Time of Sale Issuer Free Writing Prospectus or a supplement to the Time of Sale Prospectus which will correct such statement or omission or effect such compliance; (e) Promptly from time to time to take such action as the Representatives may reasonably request to qualify the Shares and the Preferred Shares for offering and sale under the securities and insurance securities laws of such jurisdictions as the Representatives may request and to comply with such laws so as to permit the continuance of sales and dealings therein in such jurisdictions for as long as may be necessary to complete the distribution of the Shares, provided that in connection therewith, the Company shall not be required to qualify as a foreign corporation or to file a general consent to service of process in any jurisdiction or to subject itself to taxation in respect of doing business in any jurisdiction in which it is not otherwise subject to such taxation; (f) To furnish the Underwriters with copies of the Final Prospectus as amended or supplemented in such quantities as the Representatives may from time to time reasonably request, and, if the delivery of a prospectus is required at any time in connection with the offering or sale of the Shares (or in lieu thereof the notice referred to in Rule 173(a) under the Act), and if at such time any event shall have occurred as a result of which the Final Prospectus as then amended or supplemented would include an untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in light of the circumstances under which they were made when such Final Prospectus (or in lieu thereof the notice referred to in Rule 173(a) under the Act) is delivered, not misleading, or, if for any other reason it shall be necessary during such period to amend or supplement the Final Prospectus or to file under the Exchange Act any document incorporated by reference in the Final Prospectus in order to comply with the Act or the Exchange Act, to notify the Representatives and upon their request to prepare and furnish without charge to each Underwriter and to any dealer in securities as many copies as the Representatives may from time to time reasonably request of an amended Final Prospectus or a supplement to the Final Prospectus which will correct such statement or omission or effect such compliance; and any Issuer Free Writing Prospectus and the Final Prospectus and any amendments or supplements thereto furnished to the Representatives shall be identical to the electronically transmitted copies thereof filed with the Commission pursuant to XXXXX, except to the extent permitted by Regulation S-T; (gf) To make generally available to its securityholders of the Company as soon as practicable, but in any event not later than eighteen months after the effective date of the Registration StatementStatement (as defined in Rule 158(c) under the Act), an earning earnings statement of the Company and its subsidiaries (which need not be audited) complying with Section 11(a) of the Act and the rules and regulations thereunderthereunder (including, at the option of the Company, Rule 158); (hg) During a the period of 30 days beginning from the date of this AgreementApplicable Time and continuing to and including the Closing Date for such Securities, not to offer, sell, contract to offer or sell or otherwise dispose of any debt securities of the Company which are substantially having pricing characteristics similar to the Shares and Securities exceeding an aggregate principal amount of $3 billion, except, for the Preferred Sharesavoidance of doubt, debt securities issued under the Global Medium Term Note Program of Metropolitan Life Global Funding I, Global Medium Term Note Program of MetLife Institutional Funding II, or any commercial paper program of, or sponsored by, the Company or any subsidiaries, without the prior written consent of the Representatives, which consent shall not be unreasonably withheld; provided; (h) During a period of five years from the effective date of the Registration Statement, however, that the foregoing sentence shall not apply to furnish to the Shares Representatives copies of all reports or other communications (financial or other) furnished to stockholders of the Company, and to furnish to the Representatives as soon as they are available, copies of any reports and financial statements furnished to or filed with the Commission or any national securities exchange on which the Securities or any class of securities of the Company is listed (such financial statements to be sold hereunderon a consolidated basis to the extent the accounts of the Company and its subsidiaries are consolidated in reports furnished to its stockholders generally or to the Commission), provided that reports and financial statements furnished to or filed with the Commission, and publicly available on XXXXX, or furnished on the Company’s website, shall be deemed to have been furnished to the Representatives under this Section 4(h); (i) Not The Company agrees that, unless it obtains the prior consent of the Representatives, and each Underwriter represents and agrees that, unless it obtains the prior consent of the Company and the Representatives, it has not made and will not make any offer relating to take, directly or indirectly, any action designed to or the Securities that would constitute an Issuer Free Writing Prospectus (other than, for the avoidance of doubt, any Bloomberg L.P. or that might reasonably be expected other electronic communication regarding any preliminary term sheets or comparable bond prices and the Final Term Sheet filed pursuant to cause or result inSection 4(b) hereto). Each Underwriter agrees, under unless it obtains the Exchange Act or otherwise, stabilization or manipulation of the price of any security prior consent of the Company and the Representatives, not to facilitate take any action that would result in the sale Company being required to file with the Commission under Rule 433(d) under the Act a free writing prospectus prepared by or resale on behalf of such Underwriter that otherwise would not be required to be filed by the Shares;Company thereunder but for the action of such Underwriter (other than, for the avoidance of doubt, the Final Term Sheet filed pursuant to Section 4(b) hereto); and (j) To The Company agrees to use the net proceeds received by it the Company from the sale of the Shares Securities pursuant to this Agreement in the manner specified in the Registration Statement, the Time of Sale Prospectus and the Final Prospectus under the caption “Use of Proceeds”; and (k) To use its best efforts to effect the listing of the Shares on the NYSE within 30 days of the First Time of Delivery for the SharesPricing Prospectus.

Company Covenants. The Company agrees with each of the Underwriters of the Sharesany Securities: (ia) To prepare the Final Prospectus as amended and supplemented in relation to the Shares and the Preferred Shares applicable Securities in a form approved by the Representatives and to file timely file such Final Prospectus pursuant to Rule 424(b) under the Act; (ii) to make no further amendment or any supplement to the Registration Statement, the Time of Sale Prospectus Statement or the Final Prospectus as amended or supplemented after the date hereof of the Pricing Agreement relating to the applicable Securities and prior to the Time of Delivery Closing Date for the Shares such Securities unless the Representatives for such Securities shall have had a reasonable opportunity to review and comment upon any such amendment or supplement prior to any filing thereof; (iii) to advise the Representatives Representatives, promptly after it receives notice thereof, of the time when any such amendment to the Registration Statement has been filed or becomes effective or any supplement after such Time of Delivery to the Final Prospectus or any amended Final Prospectus has been filed and to furnish the Representatives with copies thereof; (iv) to file promptly all reports and any definitive proxy or information statements required to be filed by the Company with the Commission pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act for so long as the delivery of a prospectus is required in connection with the offering or sale of the Sharessuch Securities and, and during such same period period, to advise the Representatives, promptly after it receives notice thereof, of (I) the time when any amendment to the Registration Statement has been filed or becomes effective or any supplement or amendment to the Time of Sale Prospectus or the Final Prospectus has been filed with the Commission, (IIi) the issuance by the Commission of any stop order or of any order preventing or suspending the use of the Registration Statement, the Time of Sale Prospectus or the Final Prospectus, (IIIii) the suspension of the qualification of the Shares such Securities for offering or sale in any jurisdiction or of the initiation or threatening of any proceeding for any such purpose, or (IViii) any request by the Commission for the amending or supplementing of the Registration Statement, the Time of Sale Prospectus Statement or the Final Prospectus or for additional information; and, in the event of the issuance of any such stop order or of any such order preventing or suspending the use of the Time of Sale Prospectus or the Final Prospectus or suspending any such qualification, promptly to use promptly its best efforts to obtain the withdrawal of such order; (b) To furnish to you a copy of each proposed Issuer Free Writing Prospectus to be prepared by or on behalf of, used by, or referred to by the Company and not to use or refer to any proposed free writing prospectus without your consent; (c) Not to take any action that would result in an Underwriter or the Company being required to file with the Commission pursuant to Rule 433(d) under the Act a free writing prospectus prepared by or on behalf of the Underwriters that the Underwriters otherwise would not have been required to file thereunder; (d) If the Time of Sale Prospectus is being used to solicit offers to buy the Shares at a time when the Final Prospectus is not yet available to prospective purchasers, to furnish the Underwriters with copies of the Time of Sale Prospectus as amended or supplemented in such quantities as the Representatives may from time to time reasonably request, and if at such time any event shall have occurred as a result of which the Time of Sale Prospectus as then amended or supplemented would include an untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in light of the circumstances under which they were made when such Time of Sale Prospectus is delivered, not misleading, or, if for any other reason it shall be necessary during such period to amend or supplement the Time of Sale Prospectus or to file under the Exchange Act any document incorporated by reference in the Time of Sale Prospectus in order to comply with the Act or the Exchange Act, to notify the Representatives and upon their request to prepare and furnish without charge to each Underwriter and to any dealer in securities as many copies as the Representatives may from time to time reasonably request of an amended Time of Sale Prospectus or a supplement to the Time of Sale Prospectus which will correct such statement or omission or effect such compliance; (e) Promptly from time to time to take such action as the Representatives may reasonably request to qualify the Shares and the Preferred Shares such Securities for offering and sale under the securities and insurance securities laws of such jurisdictions as the Representatives may reasonably request and to comply with such laws so as to permit the continuance of sales and dealings therein in such jurisdictions for as so long as may be necessary to complete the distribution of the Sharessuch Securities, provided that in connection therewith, therewith the Company shall not be required to qualify as a foreign corporation or corporation, to file a general consent to service of process in any jurisdiction or to subject itself to taxation in respect of doing business in any jurisdiction in which it is not otherwise subject to such taxationsubject; (fc) To furnish the Underwriters with copies of the Final Prospectus (including as it may be amended or supplemented supplemented) in such quantities as the Representatives may from time to time reasonably request, and, if the delivery of a prospectus is required at any time in connection with the offering or sale of the Shares (or in lieu thereof the notice referred to in Rule 173(a) under the Act)such Securities, and if at such time any event shall have occurred as a result of which the Final Prospectus as then amended or supplemented would include an untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made when such Final Prospectus (or in lieu thereof the notice referred to in Rule 173(a) under the Act) is delivered, not misleading, or, if for any other reason it shall be necessary during such period to amend or supplement the Final Prospectus or to file under the Exchange Act any document incorporated by reference in the Final Prospectus in order to comply with the Act, the Exchange Act or the Exchange Trust Indenture Act, to notify the Representatives and upon their request to prepare and furnish without charge to each Underwriter and to any dealer in securities as many copies as the Representatives may from time to time reasonably request of an amended Final Prospectus or a supplement to the Final Prospectus which will correct such statement or omission or effect such compliance; and the Final Prospectus and any amendments or supplements thereto furnished to the Representatives shall be identical to the electronically transmitted copies thereof filed with the Commission pursuant to XXXXX, except to the extent permitted by Regulation S-T; (gd) To make generally available to its securityholders of the Company as soon as practicable, but in any event not later than eighteen months after the effective date of the Registration StatementStatement (as defined in Rule 158(c) under the Act), an earning earnings statement of the Company and its subsidiaries (which need not be audited) complying with Section 11(a) of the Act and the rules and regulations thereunderthereunder (including, at the option of the Company, Rule 158); (he) During a Except for the offering by the Company of securities as contemplated by the underwriting agreement and pricing agreement, each dated as of November 18, 2003, between Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated, as representative of the several underwriters named in Schedule I to such pricing agreement, and the Company, during the period of 30 days beginning from the date of this Agreementthe Pricing Agreement for any Securities and continuing to and including the Closing Date for such Securities, not to offer, sell, contract to sell or otherwise dispose of any securities of the Company (other than pursuant to employee stock option plans existing, or on the conversion or exchange of convertible or exchangeable securities outstanding on the date of such Pricing Agreement) which are substantially similar to the Shares and the Preferred Sharessuch Securities, without the prior written consent of the Representatives, which consent shall not be unreasonably withheld; provided, however, that the foregoing sentence shall not apply to the Shares to be sold hereunder;and (if) Not to take, directly or indirectly, any action designed to or that would constitute or that might reasonably be expected to cause or result in, under the Exchange Act or otherwise, stabilization or manipulation During a period of the price of any security of the Company to facilitate the sale or resale of the Shares; (j) To use the net proceeds received by it five years from the sale effective date of the Shares in the manner specified in the Registration Statement, to furnish to the Time Representatives copies of Sale Prospectus and the Final Prospectus under the caption “Use of Proceeds”; and all reports or other communications (kfinancial or other) To use its best efforts furnished to effect the listing stockholders of the Shares Company, and to deliver to the Representatives as soon as they are available, copies of any reports and financial statements furnished to or filed with the Commission or any national securities exchange on which the NYSE within 30 days Securities or any class of securities of the First Time Company is listed (such financial statements to be on a consolidated basis to the extent the accounts of Delivery for the SharesCompany and its subsidiaries are consolidated in reports furnished to its stockholders generally or to the Commission).

Company Covenants. The Company agrees with each as follows between the date hereof and the earlier of the Underwriters Closing Date or the effective date of the Sharesany termination pursuant to Section 8 hereof: (i) To prepare use commercially reasonable efforts to effectuate and consummate the Final Prospectus as amended and supplemented in relation to the Shares and the Preferred Shares in a form approved by the Representatives and to timely file such Final Prospectus pursuant to Rule 424(b) under the Act; Offering; (ii) To use commercially reasonable efforts, as soon as reasonably practicable after the date of this Agreement, to make no further amendment prepare, file and have declared effective the Registration Statement; (iii) As soon as reasonably practicable after the Company is advised or any supplement obtains knowledge thereof, to advise the Standby Purchaser with a confirmation in writing and to provide copies if requested by the Standby Purchaser, of (A) the time when the Registration Statement, the Time of Sale Prospectus or the Final Prospectus as amended or supplemented after the date hereof and prior to the Time of Delivery for the Shares unless the Representatives shall have had a reasonable opportunity to review and comment upon any such amendment or supplement prior to any filing thereof; (iii) to advise the Representatives promptly of any such amendment or supplement after such Time of Delivery and furnish the Representatives with copies thereof; (iv) to file promptly all reports and any definitive proxy or information statements required to be filed by the Company with the Commission pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act for so long as the delivery of a prospectus is required in connection with the offering or sale of the Shares, and during such same period to advise the Representatives, promptly after it receives notice thereof, of (I) the time when any amendment to the Registration Statement thereto has been filed or becomes effective or any supplement or amendment to the Time of Sale Prospectus or the Final Prospectus has been filed with the Commissionfiled, (IIB) the issuance by the Commission of any stop order order, or of the initiation or threatening of any proceeding, suspending the effectiveness of the Registration Statement or any amendment thereto or any order preventing or suspending the use of any preliminary prospectus or the Registration Statement, the Time of Sale Prospectus or the Final Prospectusany amendment or supplement thereto, (IIIC) the issuance by any state securities commission of any notice of any proceedings for the suspension of the qualification of the Offered Shares for offering or sale in any jurisdiction or of the initiation initiation, or threatening the threatening, of any proceeding for any such purpose, (D) the receipt of any comments from the Commission directed toward the Registration Statement or any document incorporated therein by reference, and (IVE) any request by the Commission for the amending or supplementing of any amendment to the Registration Statement, Statement or any amendment or supplement to the Time of Sale Prospectus or the Final Prospectus or for additional information; and, in the event of . The Company will use its commercially reasonable efforts to prevent the issuance of any such stop order or the imposition of any such order preventing or suspending the use of the Time of Sale Prospectus or the Final Prospectus or suspending suspension and, if any such qualificationorder is issued or suspension is imposed, to use promptly its best efforts to obtain the withdrawal of such orderthereof as promptly as possible; (biv) To furnish to you a copy operate the Company's business in the ordinary course of each proposed Issuer Free Writing Prospectus to be prepared by or on behalf of, used bybusiness consistent with past practice; (v) To notify, or referred to cause the subscription agent for the Offering (the "Subscription Agent") to notify, on each Friday during the exercise period of the Rights, or more frequently if reasonably requested by the Standby Purchaser, the Standby Purchaser of the aggregate number of Rights known by the Company or the Subscription Agent to have been exercised pursuant to the Rights Offering and not to use the aggregate number of shares of voting Common Stock subscribed for in the directed share program as of the close of business on the preceding Business Day or refer to any proposed free writing prospectus without your consentthe most recent practicable time before such request, as the case may be; (cvi) Not to take issue any action that would result in an Underwriter shares of capital stock of the Company, or options, warrants, purchase rights, subscription rights, conversion rights, exchange rights, securities convertible into or exchangeable for capital stock of the Company, or other agreements or rights to purchase or otherwise acquire capital stock of the Company, except for (A) shares of Common Stock issuable upon exercise of the Company's presently outstanding stock options, and (B) new stock options and other awards granted to employees or directors of the Company being required to file with after the Commission pursuant to Rule 433(d) date hereof under the Act a free writing prospectus prepared by or on behalf of the Underwriters that the Underwriters otherwise would not have been required to file thereunderCompany's incentive plans; (dvii) If Not to authorize any stock split, stock dividend, stock combination or similar transaction affecting the Time number of Sale Prospectus is being used to solicit offers to buy the Shares at a time when the Final Prospectus is not yet available to prospective purchasers, to furnish the Underwriters with copies issued and outstanding shares of the Time of Sale Prospectus as amended or supplemented in such quantities as the Representatives may from time to time reasonably request, and if at such time any event shall have occurred as a result of which the Time of Sale Prospectus as then amended or supplemented would include an untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in light of the circumstances under which they were made when such Time of Sale Prospectus is delivered, not misleading, or, if for any other reason it shall be necessary during such period to amend or supplement the Time of Sale Prospectus or to file under the Exchange Act any document incorporated by reference in the Time of Sale Prospectus in order to comply with the Act or the Exchange Act, to notify the Representatives and upon their request to prepare and furnish without charge to each Underwriter and to any dealer in securities as many copies as the Representatives may from time to time reasonably request of an amended Time of Sale Prospectus or a supplement to the Time of Sale Prospectus which will correct such statement or omission or effect such complianceCommon Stock; (e) Promptly from time to time to take such action as the Representatives may reasonably request to qualify the Shares and the Preferred Shares for offering and sale under the securities and insurance securities laws of such jurisdictions as the Representatives may request and to comply with such laws so as to permit the continuance of sales and dealings therein in such jurisdictions for as long as may be necessary to complete the distribution of the Shares, provided that in connection therewith, the Company shall not be required to qualify as a foreign corporation or to file a general consent to service of process in any jurisdiction or to subject itself to taxation in respect of doing business in any jurisdiction in which it is not otherwise subject to such taxation; (f) To furnish the Underwriters with copies of the Final Prospectus as amended or supplemented in such quantities as the Representatives may from time to time reasonably request, and, if the delivery of a prospectus is required at any time in connection with the offering or sale of the Shares (or in lieu thereof the notice referred to in Rule 173(a) under the Act), and if at such time any event shall have occurred as a result of which the Final Prospectus as then amended or supplemented would include an untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in light of the circumstances under which they were made when such Final Prospectus (or in lieu thereof the notice referred to in Rule 173(a) under the Act) is delivered, not misleading, or, if for any other reason it shall be necessary during such period to amend or supplement the Final Prospectus or to file under the Exchange Act any document incorporated by reference in the Final Prospectus in order to comply with the Act or the Exchange Act, to notify the Representatives and upon their request to prepare and furnish without charge to each Underwriter and to any dealer in securities as many copies as the Representatives may from time to time reasonably request of an amended Final Prospectus or a supplement to the Final Prospectus which will correct such statement or omission or effect such compliance; (g) To make generally available to its securityholders as soon as practicable, but in any event not later than eighteen months after the effective date of the Registration Statement, an earning statement of the Company and its subsidiaries (which need not be audited) complying with Section 11(a) of the Act and the rules and regulations thereunder; (h) During a period of 30 days from the date of this Agreement, not to offer, sell, contract to sell or otherwise dispose of any securities of the Company which are substantially similar to the Shares and the Preferred Shares, without the prior written consent of the Representatives, which consent shall not be unreasonably withheld; provided, however, that the foregoing sentence shall not apply to the Shares to be sold hereunder; (iviii) Not to takedeclare or pay any dividends on its Common Stock or repurchase any shares of Common Stock, directly or indirectlyother than ordinary quarterly dividends, any action designed to or that would constitute or that might reasonably be expected to cause or result in, under the Exchange Act or otherwise, stabilization or manipulation of the price of any security of the Company to facilitate the sale or resale of the Shares; (j) To use the net proceeds received by it from the sale of the Shares regularly declared and paid in the manner specified in the Registration Statement, the Time of Sale Prospectus and the Final Prospectus under the caption “Use of Proceeds”accordance with past practice; and (kix) To use its best efforts Not to effect incur any indebtedness or guarantees thereof, other than borrowings in the listing ordinary course of the Shares on the NYSE within 30 days of the First Time of Delivery for the Sharesbusiness and consistent with past practice.

Company Covenants. The Company agrees with each of the Underwriters of the Sharesany Securities: (ia) To prepare the Final Prospectus as amended and supplemented in relation to the Shares and the Preferred Shares applicable Securities in a form approved by the Representatives and to file timely file such Final Prospectus pursuant to Rule 424(b) under the Act); (ii) to make no further amendment or any supplement to the Registration Statement, the Time of Sale Prospectus Statement or the Final Prospectus as amended or supplemented after the date hereof Applicable Time and prior to the Time of Delivery Closing Date for the Shares such Securities unless the Representatives for such Securities shall have had a reasonable opportunity to review and comment upon any such amendment or supplement prior to any filing thereof; (iii) to advise the Representatives Representatives, promptly after it receives notice thereof, of the time when any such amendment to the Registration Statement has been filed or becomes effective or any supplement after such Time of Delivery to the Final Prospectus or any amended Final Prospectus has been filed and to furnish the Representatives with copies thereof; (iv) to file promptly all reports and any definitive proxy or information statements required to be filed by the Company with the Commission pursuant to Section Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act for so long as the delivery of a prospectus is required in connection with the offering or sale of the Sharessuch Securities and, and during such same period period, to advise the Representatives, promptly after it receives notice thereof, of (I) the time when any amendment to the Registration Statement has been filed or becomes effective or any supplement or amendment to the Time of Sale Prospectus or the Final Prospectus has been filed with the Commission, (IIi) the issuance by the Commission of any stop order or of any order preventing or suspending the use of the Registration Statement, the Time of Sale Prospectus or the Final Prospectus, (IIIii) the suspension of the qualification of the Shares such Securities for offering or sale in any jurisdiction or of the initiation or threatening of any proceeding for any such purpose, or (IViii) any request by the Commission for the amending or supplementing of the Registration Statement, the Time of Sale Prospectus Statement or the Final Prospectus or for additional information; and, in the event of the issuance of any such stop order or of any such order preventing or suspending the use of the Time of Sale Prospectus or the Final Prospectus or suspending any such qualification, promptly to use promptly its best efforts to obtain the withdrawal of such order; (b) To give the Representatives notice of its intention to make any filing pursuant to the Exchange Act or the regulations of the Commission thereunder, other than filings made pursuant to Section 16 of the Exchange Act, during the period beginning from the Applicable Time and continuing to and including the Closing Date and to furnish the Representatives with copies of any such documents a reasonable amount of time prior to such proposed filing. The Company shall prepare the Final Term Sheet and file such Final Term Sheet as an Issuer Free Writing Prospectus within two business days after the date hereof; provided that the Company shall furnish the Representatives with copies of any such Final Term Sheet a reasonable amount of time prior to such proposed filing and will not use or file any such document to which the Representatives or counsel to the Representatives shall object; (c) Promptly from time to time to take such action as the Representatives may reasonably request to qualify such Securities for offering and sale under the securities laws of such jurisdictions as the Representatives may reasonably request and to comply with such laws so as to permit the continuance of sales and dealings therein in such jurisdictions for so long as may be necessary to complete the distribution of such Securities, provided that in connection therewith the Company shall not be required to qualify as a foreign corporation, to file a general consent to service of process in any jurisdiction or to subject itself to taxation in respect of doing business in any jurisdiction in which it is not otherwise subject; (d) To furnish to you the Representatives a copy of each proposed Issuer Free Writing Prospectus to be prepared by or on behalf of, used by, or referred to by the Company and not to use or refer to any proposed free Issuer Free Writing Prospectus to which the Representatives reasonably object; if at any time following issuance of an Issuer Free Writing Prospectus there occurred or occurs an event or development as a result of which such Issuer Free Writing Prospectus conflicted or would conflict with the information contained in the Registration Statement, the Disclosure Package, the Final Prospectus or any Preliminary Prospectus or, when taken together with the Disclosure Package and any other such Issuer Free Writing Prospectus, included or would include an untrue statement of a material fact or omitted or would omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances prevailing at that subsequent time, not misleading, to promptly notify the Representatives and, if requested by the Representatives, to promptly amend or supplement, at its own expense, such Issuer Free Writing Prospectus to eliminate or correct such conflict, untrue statement or omission; provided, however, that this covenant shall not apply to any statements or omissions in an Issuer Free Writing Prospectus made in reliance upon and in conformity with information furnished in writing prospectus without your consentto the Company by any Underwriter expressly for use therein; (ce) Not to take any action that would result in an Underwriter or the Company being required to file with the Commission pursuant to Rule 433(d) under the Act a free writing prospectus prepared by or on behalf of the Underwriters that the Underwriters otherwise would not have been required to file thereunder; (d) If the Time of Sale Prospectus is being used to solicit offers to buy the Shares at a time when the Final Prospectus is not yet available to prospective purchasers, to To furnish the Underwriters with electronic copies of any Issuer Free Writing Prospectus or the Time of Sale Final Prospectus as amended or supplemented in such quantities as the Representatives may from time to time reasonably request, and if if, at any time prior to the earlier of (i) the completion of the distribution by each of the Underwriters of the Securities purchased by such time Underwriter under this Agreement and (ii) the expiration of nine months after the date of the Final Prospectus, any event shall have occurred as a result of which any Issuer Free Writing Prospectus or the Time of Sale Final Prospectus as then amended or supplemented would include an untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made when such Time of Sale Issuer Free Writing Prospectus is or the Final Prospectus were delivered, not misleading, or, if for any other reason it shall be necessary during such period to amend or supplement any Issuer Free Writing Prospectus or the Time of Sale Final Prospectus or to file under the Exchange Act any document incorporated by reference in any Issuer Free Writing Prospectus or the Time of Sale Final Prospectus in order to comply with the Act or the Exchange Act, (i) to notify the Representatives and (ii) upon their request to prepare and furnish without charge to each Underwriter and to any dealer in securities as many copies as the Representatives may from time to time reasonably request of an amended Time of Sale Issuer Free Writing Prospectus or a supplement to the Time of Sale Prospectus which will correct such statement or omission or effect such compliance; (e) Promptly from time to time to take such action as the Representatives may reasonably request to qualify the Shares and the Preferred Shares for offering and sale under the securities and insurance securities laws of such jurisdictions as the Representatives may request and to comply with such laws so as to permit the continuance of sales and dealings therein in such jurisdictions for as long as may be necessary to complete the distribution of the Shares, provided that in connection therewith, the Company shall not be required to qualify as a foreign corporation or to file a general consent to service of process in any jurisdiction or to subject itself to taxation in respect of doing business in any jurisdiction in which it is not otherwise subject to such taxation; (f) To furnish the Underwriters with copies of the Final Prospectus as amended or supplemented in such quantities as the Representatives may from time to time reasonably request, and, if the delivery of a prospectus is required at any time in connection with the offering or sale of the Shares (or in lieu thereof the notice referred to in Rule 173(a) under the Act), and if at such time any event shall have occurred as a result of which the Final Prospectus as then amended or supplemented would include an untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in light of the circumstances under which they were made when such Final Prospectus (or in lieu thereof the notice referred to in Rule 173(a) under the Act) is delivered, not misleading, or, if for any other reason it shall be necessary during such period to amend or supplement the Final Prospectus or to file under the Exchange Act any document incorporated by reference in the Final Prospectus in order to comply with the Act or the Exchange Act, to notify the Representatives and upon their request to prepare and furnish without charge to each Underwriter and to any dealer in securities as many copies as the Representatives may from time to time reasonably request of an amended Final Prospectus or a supplement to the Final Prospectus which will correct such statement or omission or effect such compliance; and any Issuer Free Writing Prospectus and the Final Prospectus and any amendments or supplements thereto furnished to the Representatives shall be identical to the electronically transmitted copies thereof filed with the Commission pursuant to XXXXX, except to the extent permitted by Regulation S-T; (gf) To make generally available to its securityholders of the Company as soon as practicable, but in any event not later than eighteen months after the effective date of the Registration StatementStatement (as defined in Rule 158(c) under the Act), an earning earnings statement of the Company and its subsidiaries (which need not be audited) complying with Section 11(a) of the Act and the rules and regulations thereunderthereunder (including, at the option of the Company, Rule 158); (hg) During a the period of 30 days beginning from the date of this AgreementApplicable Time and continuing to and including the Closing Date, not to offer, sell, contract to offer or sell or otherwise dispose of any debt securities of the Company which are substantially having pricing characteristics similar to the Shares and Securities exceeding an aggregate principal amount of $3 billion, except, for the Preferred Sharesavoidance of doubt, debt securities issued under the Global Note Issuance Program of Metropolitan Life Global Funding I or any commercial paper program of, or sponsored by, the Company or any subsidiaries, without the prior written consent of the Representatives, which consent shall not be unreasonably withheld; provided; (h) During a period of five years from the effective date of the Registration Statement, however, that the foregoing sentence shall not apply to furnish to the Shares Representatives copies of all reports or other communications (financial or other) furnished to stockholders of the Company, and to furnish to the Representatives as soon as they are available, copies of any reports and financial statements furnished to or filed with the Commission or any national securities exchange on which the Securities or any class of securities of the Company is listed (such financial statements to be sold hereunderon a consolidated basis to the extent the accounts of the Company and its subsidiaries are consolidated in reports furnished to its stockholders generally or to the Commission), provided that reports and financial statements furnished to or filed with the Commission, and publicly available on XXXXX, or furnished on the Company’s website, shall be deemed to have been furnished to the Representatives under this Section 4(h); (i) Not The Company agrees that, unless it obtains the prior consent of the Representatives, and each Underwriter represents and agrees that, unless it obtains the prior consent of the Company and the Representatives, it has not made and will not make any offer relating to take, directly or indirectly, any action designed to or the Securities that would constitute an Issuer Free Writing Prospectus (other than, for the avoidance of doubt, any Bloomberg L.P. or that might reasonably be expected other electronic communication regarding any preliminary term sheets or comparable security prices and the Final Term Sheet filed pursuant to cause or result inSection 4(b) hereto). Each Underwriter agrees, under unless it obtains the Exchange Act or otherwise, stabilization or manipulation of the price of any security prior consent of the Company and the Representatives, not to facilitate take any action that would result in the sale Company being required to file with the Commission under Rule 433(d) under the Act a free writing prospectus prepared by or resale on behalf of such Underwriter that otherwise would not be required to be filed by the Shares;Company thereunder but for the action of such Underwriter (other than, for the avoidance of doubt, the Final Term Sheet filed pursuant to Section 4(b) hereto); and (j) To The Company agrees to use the net proceeds received by it the Company from the sale of the Shares Securities pursuant to this Agreement in the manner specified in the Registration Statement, the Time of Sale Prospectus and the Final Prospectus under the caption “Use of Proceeds”; and (k) To use its best efforts to effect the listing of the Shares on the NYSE within 30 days of the First Time of Delivery for the SharesPricing Prospectus.

Company Covenants. The Company agrees with each of the Underwriters of the SharesRemarketing Agents: (ia) To prepare the Final Prospectus as amended and supplemented in relation to the Shares and the Preferred Shares applicable Remarketed Securities in a form approved by the Representatives Remarketing Agent and to file timely file such Final Prospectus pursuant to Rule 424(b) under the Act; (ii) to make no further amendment or any supplement to the Registration Statement, the Time of Sale Prospectus Statement or the Final Prospectus as amended or supplemented after the date hereof Applicable Time and prior to the Time of Delivery Remarketing Settlement Date for the Shares such Remarketed Securities unless the Representatives Remarketing Agents for such Remarketed Securities shall have had a reasonable opportunity to review and comment upon any such amendment or supplement prior to any filing thereof; (iii) to advise the Representatives Remarketing Agents, promptly after it receives notice thereof, of the time when any such amendment to the Registration Statement has been filed or becomes effective or any supplement after such Time of Delivery to the Final Prospectus or any amended Final Prospectus has been filed and to furnish the Representatives Remarketing Agents with copies thereof; (iv) to file promptly all reports and any definitive proxy or information statements required to be filed by the Company with the Commission pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act for so long as the delivery of a prospectus is required in connection with the offering or sale Remarketing of the Sharessuch Remarketed Securities and, and during such same period period, to advise the RepresentativesRemarketing Agents, promptly after it receives notice thereof, of (I) the time when any amendment to the Registration Statement has been filed or becomes effective or any supplement or amendment to the Time of Sale Prospectus or the Final Prospectus has been filed with the Commission, (IIi) the issuance by the Commission of any stop order or of any order preventing or suspending the use of the Registration Statement, the Time of Sale Prospectus or the Final Prospectus, (IIIii) the suspension of the qualification of the Shares such Remarketed Securities for offering or sale Remarketing in any jurisdiction or of the initiation or threatening of any proceeding for any such purpose, or (IViii) any request by the Commission for the amending or supplementing of the Registration Statement, the Time of Sale Prospectus Statement or the Final Prospectus or for additional information; and, in the event of the issuance of any such stop order or of any such order preventing or suspending the use of the Time of Sale Prospectus or the Final Prospectus or suspending any such qualification, promptly to use promptly its best efforts to obtain the withdrawal of such order; (b) To give the Remarketing Agents notice of any filings made pursuant to the Exchange Act or the regulations of the Commission thereunder within forty-eight hours prior to the Applicable Time; to give the Remarketing Agents notice of its intention to make any such filing from the Applicable Time to the Remarketing Settlement Date and to furnish the Remarketing Agents with copies of any such documents a reasonable amount of time prior to you a copy of each such proposed filing. The Company shall prepare the Final Term Sheet and file such Final Term Sheet as an Issuer Free Writing Prospectus to be prepared by or on behalf of, used by, or referred to by within two Business Days after the Remarketing Date; provided that the Company shall furnish the Remarketing Agents with copies of any such Final Term Sheet a reasonable amount of time prior to such proposed filing and will not to use or refer file any such document to any proposed free writing prospectus without your consentwhich the Remarketing Agents or counsel to the Remarketing Agents shall object; (c) Not to take any action that would result in an Underwriter or the Company being required to file with the Commission pursuant to Rule 433(d) under the Act a free writing prospectus prepared by or on behalf of the Underwriters that the Underwriters otherwise would not have been required to file thereunder; (d) If the Time of Sale Prospectus is being used to solicit offers to buy the Shares at a time when the Final Prospectus is not yet available to prospective purchasers, to furnish the Underwriters with copies of the Time of Sale Prospectus as amended or supplemented in such quantities as the Representatives may from time to time reasonably request, and if at such time any event shall have occurred as a result of which the Time of Sale Prospectus as then amended or supplemented would include an untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in light of the circumstances under which they were made when such Time of Sale Prospectus is delivered, not misleading, or, if for any other reason it shall be necessary during such period to amend or supplement the Time of Sale Prospectus or to file under the Exchange Act any document incorporated by reference in the Time of Sale Prospectus in order to comply with the Act or the Exchange Act, to notify the Representatives and upon their request to prepare and furnish without charge to each Underwriter and to any dealer in securities as many copies as the Representatives may from time to time reasonably request of an amended Time of Sale Prospectus or a supplement to the Time of Sale Prospectus which will correct such statement or omission or effect such compliance; (e) Promptly from time to time to take such action as the Representatives Remarketing Agents may reasonably request to qualify the Shares and the Preferred Shares Remarketed Securities for offering and sale under the securities and insurance securities laws of such jurisdictions as the Representatives Remarketing Agents may reasonably request and to comply with such laws so as to permit the continuance of sales and dealings therein in such jurisdictions for as so long as may be necessary to complete the distribution of the Sharessuch Remarketed Securities, provided that in connection therewith, therewith the Company shall not be required to qualify as a foreign corporation or corporation, to file a general consent to service of process in any jurisdiction or to subject itself to taxation in respect of doing business in any jurisdiction in which it is not otherwise subject to such taxationsubject; (fd) To furnish to the Remarketing Agents a copy of each proposed Issuer Free Writing Prospectus prepared by or on behalf of, used by, or referred to by the Company and not to use or refer to any proposed Issuer Free Writing Prospectus to which the Remarketing Agents reasonably object; if at any time following issuance of an Issuer Free Writing Prospectus there occurred or occurs an event or development as a result of which such Issuer Free Writing Prospectus conflicted or would conflict with the information contained in the Registration Statement, the Disclosure Package, the Final Prospectus or any Preliminary Prospectus or, when taken together with the Disclosure Package and any other such Issuer Free Writing Prospectus, included or would include an untrue statement of a material fact or omitted or would omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances prevailing at that subsequent time, not misleading, to promptly notify the Remarketing Agents and, if requested by the Remarketing Agents, to promptly amend or supplement, at its own expense, such Issuer Free Writing Prospectus to eliminate or correct such conflict, untrue statement or omission; provided, however, that this covenant shall not apply to any statements or omissions in an Issuer Free Writing Prospectus made in reliance upon and in conformity with information furnished in writing to the Company by any Remarketing Agent expressly for use therein; (e) To furnish the Underwriters Remarketing Agents with copies of any Issuer Free Writing Prospectus or the Final Prospectus as amended or supplemented in such quantities as the Representatives Remarketing Agents may from time to time reasonably request, andand if, if the delivery of a prospectus is required at any time in connection with prior to the offering or sale earlier of (i) the completion of the Shares distribution of the Remarketed Securities and (or in lieu thereof ii) the notice referred to in Rule 173(a) under expiration of nine months after the Act)date of the Final Prospectus, and if at such time any event shall have occurred as a result of which any Issuer Free Writing Prospectus or the Final Prospectus as then amended or supplemented would include an untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made when such Issuer Free Writing Prospectus or the Final Prospectus (or in lieu thereof the notice referred to in Rule 173(a) under the Act) is were delivered, not misleading, or, if for any other reason it shall be necessary during such period to amend or supplement any Issuer Free Writing Prospectus or the Final Prospectus or to file under the Exchange Act any document incorporated by reference in any Issuer Free Writing Prospectus or the Final Prospectus in order to comply with the Act or the Exchange Act, (i) to notify the Representatives Remarketing Agents and (ii) upon their request to prepare and furnish without charge to each Underwriter Remarketing Agent and to any dealer in securities as many copies as the Representatives such Remarketing Agent may from time to time reasonably request of an amended Final Issuer Free Writing Prospectus or a supplement to the Final Prospectus or an amended Final Prospectus which will correct such statement or omission or effect such compliance; and any Issuer Free Writing Prospectus and the Final Prospectus and any amendments or supplements thereto furnished to the Remarketing Agents shall be identical to the electronically transmitted copies thereof filed with the Commission pursuant to XXXXX, except to the extent permitted by Regulation S-T; (gf) To make generally available to its securityholders of the Company as soon as practicable, but in any event not later than eighteen months after the effective date of the Registration StatementStatement (as defined in Rule 158(c) under the Act), an earning earnings statement of the Company and its subsidiaries (which need not be audited) complying with Section 11(a) of the Act and the rules and regulations thereunderthereunder (including, at the option of the Company, Rule 158); (g) During the period beginning from the Applicable Time and continuing to and including the Remarketing Settlement Date for the Remarketed Securities, not to offer, sell, contract to offer or sell or otherwise dispose of any debt securities of the Company having pricing characteristics similar to the Securities, except, for the avoidance of doubt, debt securities issued under the Global Medium Term Note Program of Metropolitan Life Global Funding I, Global Medium Term Note Program of MetLife Institutional Funding II, or any commercial paper program of, or sponsored by, the Company or any subsidiaries, exceeding an aggregate principal amount of $3 billion without the prior written consent of the Remarketing Agents, which consent shall not be unreasonably withheld; (h) During a period of 30 days five years from the effective date of this Agreementthe Registration Statement, not to offerfurnish to the Remarketing Agents copies of all reports or other communications (financial or other) furnished to stockholders of the Company, selland to furnish to the Remarketing Agents as soon as they are available, contract to sell or otherwise dispose copies of any reports and financial statements furnished to or filed with the Commission or any national securities exchange on which the Securities or any class of securities of the Company which are substantially similar is listed (such financial statements to be on a consolidated basis to the Shares and extent the Preferred Shares, without the prior written consent accounts of the Representatives, which consent shall not be unreasonably withheld; provided, however, that the foregoing sentence shall not apply Company and its subsidiaries are consolidated in reports furnished to its stockholders generally or to the Shares Commission), provided that reports and financial statements furnished to or filed with the Commission, and publicly available on XXXXX, or furnished on the Company’s website, shall be sold hereunderdeemed to have been furnished to the Remarketing Agents under this Section 3(h); (i) Not The Company agrees that, unless it obtains the prior consent of the Remarketing Agents, and each Remarketing Agent represents and agrees that, unless it obtains the prior consent of the Company, it has not made and will not make any offer relating to take, directly or indirectly, any action designed to or the Remarketed Securities that would constitute an Issuer Free Writing Prospectus (other than, for the avoidance of doubt, any Bloomberg L.P. or other electronic communication regarding any preliminary term sheets or comparable bond prices and the Final Term Sheet filed pursuant to Section 3(b) hereto). Each Remarketing Agent agrees, unless it obtains the prior consent of the Company, not to take any action that might reasonably be expected would result in the Company being required to cause or result in, file with the Commission under Rule 433(d) under the Exchange Act a free writing prospectus prepared by or otherwise, stabilization or manipulation on behalf of the price of any security of each Remarketing Agent that otherwise would not be required to be filed by the Company thereunder but for the action of such Remarketing Agent (other than, for the avoidance of doubt, the Final Term Sheet filed pursuant to facilitate the sale or resale of the Shares;Section 3(b) hereto); and (j) To use The Company agrees to promptly notify the net proceeds received by it from Remarketing Agents if A.M. Best & Co., Fitch Ratings, Ltd., Xxxxx’x Investors Service, Inc. or Standard & Poor’s Ratings Services has given notice of any intended or potential downgrading or any review for a possible change of its rating of any debt security or the sale financial strength or the claims paying ability of the Shares in the manner specified in the Registration Statement, the Time of Sale Prospectus and the Final Prospectus under the caption “Use of Proceeds”; and (k) To use its best efforts to effect the listing of the Shares on the NYSE within 30 days of the First Time of Delivery for the SharesCompany or any Significant Subsidiary.

Company Covenants. The Company agrees with each of the Underwriters of the SharesSecurities: (a) (i) To prepare the Final Prospectus as amended and supplemented in relation to the Shares and the Preferred Shares Securities in a form approved by the Representatives and to timely file such Final Prospectus pursuant to Rule 424(b) under the Act; (ii) to make no further amendment or any supplement to the Registration Statement, the Time of Sale Prospectus or the Final Prospectus as amended or supplemented after the date hereof and prior to the Time of Delivery for the Shares Securities unless the Representatives shall have had a reasonable opportunity to review and comment upon any such amendment or supplement prior to any filing thereof; (iii) to advise the Representatives promptly of any such amendment or supplement after such Time of Delivery and furnish the Representatives with copies thereof; (iv) to file promptly all reports and any definitive proxy or information statements required to be filed by the Company with the Commission pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act for so long as the delivery of a prospectus is required in connection with the offering or sale of the SharesSecurities, and during such same period to advise the Representatives, promptly after it receives notice thereof, of (I) the time when any amendment to the Registration Statement has been filed or becomes effective or any supplement or amendment to the Time of Sale Prospectus or the Final Prospectus has been filed with the Commission, (II) the issuance by the Commission of any stop order or of any order preventing or suspending the use of the Registration Statement, the Time of Sale Prospectus or the Final Prospectus, (III) the suspension of the qualification of the Shares Securities for offering or sale in any jurisdiction or of the initiation or threatening of any proceeding for any such purpose, or (IV) any request by the Commission for the amending or supplementing of the Registration Statement, the Time of Sale Prospectus or the Final Prospectus or for additional information; and, in the event of the issuance of any such stop order or of any such order preventing or suspending the use of the Time of Sale Prospectus or the Final Prospectus or suspending any such qualification, to use promptly its best efforts to obtain the withdrawal of such order; (b) To furnish to you a copy of each proposed Issuer Free Writing Prospectus to be prepared by or on behalf of, used by, or referred to by the Company and not to use or refer to any proposed free writing prospectus without your consent; (c) Not to take any action that would result in an Underwriter or the Company being required to file with the Commission pursuant to Rule 433(d) under the Act a free writing prospectus prepared by or on behalf of the Underwriters that the Underwriters otherwise would not have been required to file thereunder; (d) If the Time of Sale Prospectus is being used to solicit offers to buy the Shares Securities at a time when the Final Prospectus is not yet available to prospective purchasers, to furnish the Underwriters with copies of the Time of Sale Prospectus as amended or supplemented in such quantities as the Representatives may from time to time reasonably request, and if at such time any event shall have occurred as a result of which the Time of Sale Prospectus as then amended or supplemented would include an untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in light of the circumstances under which they were made when such Time of Sale Prospectus is delivered, not misleading, or, if for any other reason it shall be necessary during such period to amend or supplement the Time of Sale Prospectus or to file under the Exchange Act any document incorporated by reference in the Time of Sale Prospectus in order to comply with the Act, the Exchange Act or the Exchange Trust Indenture Act, to notify the Representatives and upon their request to prepare and furnish without charge to each Underwriter and to any dealer in securities as many copies as the Representatives may from time to time reasonably request of an amended Time of Sale Prospectus or a supplement to the Time of Sale Prospectus which will correct such statement or omission or effect such compliance; (e) Promptly from time to time to take such action as the Representatives may reasonably request to qualify the Shares and the Preferred Shares Securities for offering and sale under the securities and insurance securities laws of such jurisdictions as the Representatives may request and to comply with such laws so as to permit the continuance of sales and dealings therein in such jurisdictions for as long as may be necessary to complete the distribution of the SharesSecurities, provided that in connection therewith, the Company shall not be required to qualify as a foreign corporation or to file a general consent to service of process in any jurisdiction or to subject itself to taxation in respect of doing business in any jurisdiction in which it is not otherwise subject to such taxation; (f) To furnish the Underwriters with copies of the Final Prospectus as amended or supplemented in such quantities as the Representatives may from time to time reasonably request, and, if the delivery of a prospectus is required at any time in connection with the offering or sale of the Shares Securities (or in lieu thereof the notice referred to in Rule 173(a) under the Act), and if at such time any event shall have occurred as a result of which the Final Prospectus as then amended or supplemented would include an untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in light of the circumstances under which they were made when such Final Prospectus (or in lieu thereof the notice referred to in Rule 173(a) under the Act) is delivered, not misleading, or, if for any other reason it shall be necessary during such period to amend or supplement the Final Prospectus or to file under the Exchange Act any document incorporated by reference in the Final Prospectus in order to comply with the Act, the Exchange Act or the Exchange Trust Indenture Act, to notify the Representatives and upon their request to prepare and furnish without charge to each Underwriter and to any dealer in securities as many copies as the Representatives may from time to time reasonably request of an amended Final Prospectus or a supplement to the Final Prospectus which will correct such statement or omission or effect such compliance; (g) To make generally available to its securityholders as soon as practicable, but in any event not later than eighteen months after the effective date of the Registration Statement, an earning statement of the Company and its subsidiaries (which need not be audited) complying with Section 11(a) of the Act and the rules and regulations thereunder; (h) During a the period of 30 days beginning from the date hereof and continuing to and including the latter of this Agreement(i) the termination of trading restrictions for the Securities, as notified to the Company by the Representatives or their counsel and (ii) the Time of Delivery for the Securities, not to offer, sell, contract to sell or otherwise dispose of any securities of the Company which are substantially similar to the Shares and the Preferred SharesSecurities, without the prior written consent of the Representatives, which consent shall not be unreasonably withheld; provided, however, that the foregoing sentence shall not apply to the Shares to be sold hereunder; (i) Not to take, directly or indirectly, any action designed to or that would constitute or that might reasonably be expected to cause or result in, under the Exchange Act or otherwise, stabilization or manipulation of the price of any security of the Company to facilitate the sale or resale of the SharesSecurities; (j) To use the net proceeds received by it from the sale of the Shares Securities in the manner specified in the Registration Statement, the Time of Sale Prospectus and the Final Prospectus under the caption “Use of Proceeds”; ;” and (k) To use its best efforts to effect the listing of the Shares Securities on the NYSE New York Stock Exchange within 30 days of the First Time of Delivery for the SharesSecurities.

Company Covenants. The Company agrees with each of the Underwriters of the SharesMerxxxx Xxnxx: (ia) To prepare the Final Prospectus as amended and supplemented in relation to the Shares and the Preferred Shares Securities in a form approved by the Representatives and Merxxxx Xxnxx xxd to file timely file such Final Prospectus pursuant to Rule 424(b) under the Act; (ii) to make no further amendment or any supplement to the Registration Statement, the Time of Sale Prospectus Statement or the Final Prospectus as amended or supplemented after the date hereof of this Agreement relating to the Securities and prior to the Time of Delivery Closing Date for the Shares Securities unless the Representatives shall Merxxxx Xxnxx xxall have had a reasonable opportunity to review and comment upon any such amendment or supplement prior to any filing thereof; (iii) to advise Merxxxx Xxnxx, xromptly after it receives notice thereof, of the Representatives promptly of time when any such amendment to the Registration Statement has been filed or becomes effective or any supplement after such Time of Delivery to the Final Prospectus or any amended Final Prospectus has been filed and furnish the Representatives with to furxxxx Xxxxxxx Xxnxx xxth copies thereof; (iv) to file promptly all reports and any definitive proxy or information statements required to be filed by the Company with the Commission pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act for so long as the delivery of a prospectus is required in connection with the offering or sale of the SharesSecurities and, and during such same period period, to advise the RepresentativesMerxxxx Xxnxx, promptly xromptly after it receives notice thereof, of (I) the time when any amendment to the Registration Statement has been filed or becomes effective or any supplement or amendment to the Time of Sale Prospectus or the Final Prospectus has been filed with the Commission, (IIi) the issuance by the Commission of any stop order or of any order preventing or suspending the use of the Registration Statement, the Time of Sale Prospectus or the Final Prospectus, (IIIii) the suspension of the qualification of the Shares Securities for offering or sale in any jurisdiction or of the initiation or threatening of any proceeding for any such purpose, or (IViii) any request by the Commission for the amending or supplementing of the Registration Statement, the Time of Sale Prospectus Statement or the Final Prospectus or for additional information; and, in the event of the issuance of any such stop order or of any such order preventing or suspending the use of the Time of Sale Prospectus or the Final Prospectus or suspending any such qualification, promptly to use promptly its best efforts to obtain the withdrawal of such order; (b) To furnish to you a copy of each proposed Issuer Free Writing Prospectus to be prepared by or on behalf of, used by, or referred to by the Company and not to use or refer to any proposed free writing prospectus without your consent; (c) Not to take any action that would result in an Underwriter or the Company being required to file with the Commission pursuant to Rule 433(d) under the Act a free writing prospectus prepared by or on behalf of the Underwriters that the Underwriters otherwise would not have been required to file thereunder; (d) If the Time of Sale Prospectus is being used to solicit offers to buy the Shares at a time when the Final Prospectus is not yet available to prospective purchasers, to furnish the Underwriters with copies of the Time of Sale Prospectus as amended or supplemented in such quantities as the Representatives may from time to time reasonably request, and if at such time any event shall have occurred as a result of which the Time of Sale Prospectus as then amended or supplemented would include an untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in light of the circumstances under which they were made when such Time of Sale Prospectus is delivered, not misleading, or, if for any other reason it shall be necessary during such period to amend or supplement the Time of Sale Prospectus or to file under the Exchange Act any document incorporated by reference in the Time of Sale Prospectus in order to comply with the Act or the Exchange Act, to notify the Representatives and upon their request to prepare and furnish without charge to each Underwriter and to any dealer in securities as many copies as the Representatives may from time to time reasonably request of an amended Time of Sale Prospectus or a supplement to the Time of Sale Prospectus which will correct such statement or omission or effect such compliance; (e) Promptly from time to time to take such action as the Representatives may Merxxxx Xxnxx xxy reasonably request to qualify the Shares and the Preferred Shares Securities for offering and sale under the securities and insurance securities laws of such jurisdictions as the Representatives may Merxxxx Xxnxx xxy reasonably request and to comply with such laws so as to permit the continuance of sales and dealings therein in such jurisdictions for as so long as may be necessary to complete the distribution of the SharesSecurities, provided that in connection therewith, therewith the Company shall not be required to qualify as a foreign corporation or corporation, to file a general consent to service of process in any jurisdiction or to subject itself to taxation in respect of doing business in any jurisdiction in which it is not otherwise subject to such taxationsubject; (fc) To furnish the Underwriters with furxxxx Xxxxxxx Xxnxx xxth copies of the Final Prospectus as amended or supplemented in such quantities as the Representatives may Merxxxx Xxnxx xxy from time to time reasonably request, and, if the delivery of a prospectus is required at any time in connection with the offering or sale of the Shares (or in lieu thereof the notice referred to in Rule 173(a) under the Act)Securities, and if at such time any event shall have occurred as a result of which the Final Prospectus as then amended or supplemented would include an untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made when such Final Prospectus (or in lieu thereof the notice referred to in Rule 173(a) under the Act) is delivered, not misleading, or, if for any other reason 12 13 it shall be necessary during such period to amend or supplement the Final Prospectus or to file under the Exchange Act any document incorporated by reference in the Final Prospectus in order to comply with the Act or the Exchange Act, to notify the Representatives and Merxxxx Xxnxx xxd upon their request Merxxxx Xxxxx'x xxquest to prepare and furnish without charge to each Underwriter and Merxxxx Xxnxx xxd to any dealer in securities as many copies as the Representatives may Merxxxx Xxnxx xxy from time to time reasonably request of an amended Final Prospectus or a supplement to the Final Prospectus which will correct such statement or omission or effect such compliance; and the Final Prospectus and any amendments or supplements thereto furnished to Merxxxx Xxnxx xxll be identical to the electronically transmitted copies thereof filed with the Commission pursuant to EDGXX, xxcept to the extent permitted by Regulation S-T; (gd) To make generally available to its securityholders of the Company as soon as practicable, but in any event not later than eighteen months after the effective date of the Registration StatementStatement (as defined in Rule 158(c) under the Act), an earning earnings statement of the Company and its subsidiaries (which need not be audited) complying with Section 11(a) of the Act and the rules and regulations thereunderthereunder (including, at the option of the Company, Rule 158); (he) During a period of 30 45 days from the date of this Agreement, the Final Prospectus not to offer, sell, contract to sell or otherwise dispose of any securities of the Company which are substantially similar to the Shares and the Preferred Sharessuch Securities, without the prior written consent of the RepresentativesMerxxxx Xxnxx, which consent xxcept that such 45-day restriction shall not be unreasonably withheld; provided, however, that the foregoing sentence shall not apply to the Shares to be sold hereunder; prohibit (i) Not to take, directly or indirectly, any action designed to or that would constitute or that might reasonably be expected to cause or result in, under the Exchange Act or otherwise, stabilization or manipulation of the price of any security of the Company to facilitate the sale or resale of the Shares; (j) To use the net proceeds received by it from the sale of the Shares Securities hereunder, (ii) the issuance by the Company of any securities upon the exercise of an option or warrant or the conversion of a security outstanding on the date hereof, (iii) the Company from issuing any securities or granting any options to purchase securities pursuant to existing employee benefit plans of the Company, (iv) the Company from issuing any shares of Common Stock pursuant to any non-employee director stock plan or dividend reinvestment plan, (v) the exchange of convertible or exchangeable securities outstanding on the date hereof, (vi) the Company from issuing securities in connection with any of the Company's existing strategic alliances, (vii) the Company from publicly announcing its intention to issue, or actually issuing, securities to shareholders of another entity as consideration for the Company's acquisition of, or merger with, such entity, (viii) transfers of the Company's securities on behalf of clients, conducted in the manner specified ordinary course of its brokerage activities, or (ix) the Company from engaging in an offering of Common Stock in compliance with the Registration Statementprovisions of the (a) Standstill Agreement, the Time of Sale Prospectus dated April 3, 2000, among Credit Suisse First Boston, Guernsey Branch, Winterthur Life and the Final Prospectus under Company, (b) the caption “Use of Proceeds”; and Standstill Agreement, dated April 7, 2000, between Credit Suisse Group, Guernsey Branch and the Company, (kc) To use its best efforts to effect the listing of Standstill Agreement, dated April 3, 2000, between Banco Santander Central Hispano, S.A. and the Shares on Company and (d) the NYSE within 30 days of Standstill Agreement, dated December 22, 2000, between Santusa Holding, S.L. and the First Time of Delivery for the Shares.Company;

Company Covenants. The Company agrees with each as follows between the date hereof and the earlier of the Underwriters Closing Date or the effective date of the Sharesany termination pursuant to Section 8 hereof: (i) To prepare use commercially reasonable efforts to effectuate and consummate the Final Prospectus as amended and supplemented in relation to the Shares Offering and the Preferred Shares in a form approved transaction contemplated by the Representatives and to timely file such Final Prospectus pursuant to Rule 424(b) under the Act; this Agreement; (ii) To use commercially reasonable efforts, as soon as reasonably practicable after the date of this Agreement, to make no further amendment prepare, file and have declared effective the Registration Statement; (iii) As soon as reasonably practicable after the Company is advised or any supplement obtains knowledge thereof, to advise the Standby Purchaser with a confirmation in writing and to provide copies if requested by the Standby Purchaser, of (A) the time when the Registration Statement, the Time of Sale Prospectus or the Final Prospectus as amended or supplemented after the date hereof and prior to the Time of Delivery for the Shares unless the Representatives shall have had a reasonable opportunity to review and comment upon any such amendment or supplement prior to any filing thereof; (iii) to advise the Representatives promptly of any such amendment or supplement after such Time of Delivery and furnish the Representatives with copies thereof; (iv) to file promptly all reports and any definitive proxy or information statements required to be filed by the Company with the Commission pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act for so long as the delivery of a prospectus is required in connection with the offering or sale of the Shares, and during such same period to advise the Representatives, promptly after it receives notice thereof, of (I) the time when any amendment to the Registration Statement thereto has been filed or becomes effective or any supplement or amendment to the Time of Sale Prospectus or the Final Prospectus has been filed with the Commissionfiled, (IIB) the issuance by the Commission of any stop order order, or of the initiation or threatening of any proceeding, suspending the effectiveness of the Registration Statement or any amendment thereto or any order preventing or suspending the use of any preliminary prospectus or the Registration Statement, the Time of Sale Prospectus or the Final Prospectusany amendment or supplement thereto, (IIIC) the issuance by any state securities commission of any notice of any proceedings for the suspension of the qualification of the Offered Shares or the Standby Purchaser Shares for offering or sale in any jurisdiction or of the initiation initiation, or threatening the threatening, of any proceeding for any such purpose, (D) the receipt of any comments from the Commission directed toward the Registration Statement or any document incorporated therein by reference, and (IVE) any request by the Commission for the amending or supplementing of any amendment to the Registration Statement, Statement or any amendment or supplement to the Time of Sale Prospectus or the Final Prospectus or for additional information; and, in the event of . The Company will use its commercially reasonable efforts to prevent the issuance of any such stop order or the imposition of any such order preventing or suspending the use of the Time of Sale Prospectus or the Final Prospectus or suspending suspension and, if any such qualificationorder is issued or suspension is imposed, to use promptly its best efforts to obtain the withdrawal of such orderthereof as promptly as possible; (biv) To furnish to you a copy operate the Company’s business in the ordinary course of each proposed Issuer Free Writing Prospectus to be prepared by or on behalf of, used bybusiness consistent with past practice; (v) To notify, or referred to cause the subscription agent for the Offering (the “Subscription Agent”) to notify, on each Friday during the exercise period of the Rights, or more frequently if reasonably requested by the Standby Purchaser, the Standby Purchaser of the aggregate number of Rights known by the Company or the Subscription Agent to have been exercised pursuant to the Rights Offering and not to use the aggregate number of shares of voting Common Stock subscribed for in the directed share program as of the close of business on the preceding Business Day or refer to any proposed free writing prospectus without your consentthe most recent practicable time before such request, as the case may be; (cvi) Not to take issue any action that would result in an Underwriter shares of capital stock of the Company, or options, warrants, purchase rights, subscription rights, conversion rights, exchange rights, securities convertible into or exchangeable for capital stock of the Company, or other agreements or rights to purchase or otherwise acquire capital stock of the Company, except for (A) shares of Common Stock issuable upon exercise of the Company’s presently outstanding stock options, and (B) new stock options and other awards granted to employees or directors of the Company being required to file with after the Commission pursuant to Rule 433(d) date hereof under the Act a free writing prospectus prepared by or on behalf of the Underwriters that the Underwriters otherwise would not have been required to file thereunderCompany’s incentive plans; (dvii) If Not to authorize any stock split, stock dividend, stock combination or similar transaction affecting the Time number of Sale Prospectus is being used to solicit offers to buy the Shares at a time when the Final Prospectus is not yet available to prospective purchasers, to furnish the Underwriters with copies issued and outstanding shares of the Time of Sale Prospectus as amended or supplemented in such quantities as the Representatives may from time to time reasonably request, and if at such time any event shall have occurred as a result of which the Time of Sale Prospectus as then amended or supplemented would include an untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in light of the circumstances under which they were made when such Time of Sale Prospectus is delivered, not misleading, or, if for any other reason it shall be necessary during such period to amend or supplement the Time of Sale Prospectus or to file under the Exchange Act any document incorporated by reference in the Time of Sale Prospectus in order to comply with the Act or the Exchange Act, to notify the Representatives and upon their request to prepare and furnish without charge to each Underwriter and to any dealer in securities as many copies as the Representatives may from time to time reasonably request of an amended Time of Sale Prospectus or a supplement to the Time of Sale Prospectus which will correct such statement or omission or effect such complianceCommon Stock; (e) Promptly from time to time to take such action as the Representatives may reasonably request to qualify the Shares and the Preferred Shares for offering and sale under the securities and insurance securities laws of such jurisdictions as the Representatives may request and to comply with such laws so as to permit the continuance of sales and dealings therein in such jurisdictions for as long as may be necessary to complete the distribution of the Shares, provided that in connection therewith, the Company shall not be required to qualify as a foreign corporation or to file a general consent to service of process in any jurisdiction or to subject itself to taxation in respect of doing business in any jurisdiction in which it is not otherwise subject to such taxation; (f) To furnish the Underwriters with copies of the Final Prospectus as amended or supplemented in such quantities as the Representatives may from time to time reasonably request, and, if the delivery of a prospectus is required at any time in connection with the offering or sale of the Shares (or in lieu thereof the notice referred to in Rule 173(a) under the Act), and if at such time any event shall have occurred as a result of which the Final Prospectus as then amended or supplemented would include an untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in light of the circumstances under which they were made when such Final Prospectus (or in lieu thereof the notice referred to in Rule 173(a) under the Act) is delivered, not misleading, or, if for any other reason it shall be necessary during such period to amend or supplement the Final Prospectus or to file under the Exchange Act any document incorporated by reference in the Final Prospectus in order to comply with the Act or the Exchange Act, to notify the Representatives and upon their request to prepare and furnish without charge to each Underwriter and to any dealer in securities as many copies as the Representatives may from time to time reasonably request of an amended Final Prospectus or a supplement to the Final Prospectus which will correct such statement or omission or effect such compliance; (g) To make generally available to its securityholders as soon as practicable, but in any event not later than eighteen months after the effective date of the Registration Statement, an earning statement of the Company and its subsidiaries (which need not be audited) complying with Section 11(a) of the Act and the rules and regulations thereunder; (h) During a period of 30 days from the date of this Agreement, not to offer, sell, contract to sell or otherwise dispose of any securities of the Company which are substantially similar to the Shares and the Preferred Shares, without the prior written consent of the Representatives, which consent shall not be unreasonably withheld; provided, however, that the foregoing sentence shall not apply to the Shares to be sold hereunder; (iviii) Not to takedeclare or pay any dividends on its Common Stock or repurchase any shares of Common Stock, directly or indirectlyother than ordinary quarterly dividends, any action designed to or that would constitute or that might reasonably be expected to cause or result in, under the Exchange Act or otherwise, stabilization or manipulation of the price of any security of the Company to facilitate the sale or resale of the Shares; (j) To use the net proceeds received by it from the sale of the Shares regularly declared and paid in the manner specified in the Registration Statement, the Time of Sale Prospectus and the Final Prospectus under the caption “Use of Proceeds”accordance with past practice; and (kix) To use its best efforts Not to effect incur any indebtedness or guarantees thereof, other than borrowings in the listing ordinary course of the Shares on the NYSE within 30 days of the First Time of Delivery for the Sharesbusiness and consistent with past practice.

Company Covenants. The In further consideration of your agreements herein contained, the Company covenants and agrees with each of the Underwriters of the Sharesas follows: (a) The Company will notify the Underwriters (which notification may be delivered via email) as soon as practicable (i) To prepare the Final Prospectus as amended and supplemented in relation when, at any time when a prospectus relating to the Shares and the Preferred Shares in a form approved by the Representatives and Securities is required to timely file such Final Prospectus pursuant to Rule 424(b) be delivered under the 1933 Act; (ii) , any post-effective amendment to make no further amendment the Registration Statement shall become effective, or any supplement to the Prospectus or any amended Prospectus shall have been filed in relation to the Securities, (ii) of the receipt of any comments from the Commission relating to the Registration StatementStatement (including the documents incorporated by reference therein), the Time of Sale Prospectus or the Final Prospectus as amended or supplemented after the date hereof and prior to the Time of Delivery for the Shares unless the Representatives shall have had a reasonable opportunity to review and comment upon any such amendment or supplement prior to any filing thereof; Disclosure Package, (iii) to advise the Representatives promptly of any such amendment or supplement after such Time of Delivery and furnish the Representatives with copies thereof; (iv) to file promptly all reports and any definitive proxy or information statements required to be filed request by the Company with the Commission pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act for so long as the delivery of a prospectus is required in connection with the offering or sale of the Shares, and during such same period to advise the Representatives, promptly after it receives notice thereof, of (I) the time when any amendment to the Registration Statement has been filed (including any information or becomes effective filings incorporated therein by reference) or any amendment or supplement or amendment to the Time of Sale Prospectus or the Final Prospectus has been filed with the Commissionfor additional information, (IIiv) of the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement or of any order preventing or suspending the use of the Registration Statement, the Time of Sale Prospectus or the Final Prospectus, (III) or of the suspension of the qualification of the Shares Securities for offering or sale in any jurisdiction jurisdiction, or of the initiation or threatening of any proceeding proceedings for any of such purposepurposes, and (v) if at any time the Company no longer meets the requirements for use of Form S-3. The Company will promptly and timely effect the filings necessary pursuant to Rule 424 and Rule 433 of the 1933 Act (“Rule 433”) within the time periods prescribed therein for each offering of Securities and will take such steps as it deems necessary to ascertain promptly whether each Statutory Prospectus, Prospectus and Issuer Free Writing Prospectus transmitted for filing under Rule 424 or (IV) any request Rule 433, as applicable, was received for filing by the Commission for the amending or supplementing of the Registration Statement, the Time of Sale Prospectus or the Final Prospectus or for additional information; and, in the event of that it was not, it will promptly and timely file such document. The Company will make every reasonable effort to prevent the issuance of any stop order suspending the effectiveness of the Registration Statement pursuant to Section 8(d) of the 1933 Act, and, if any such stop order, cease and desist order or of any such other order preventing or suspending the use of the Time of Sale Prospectus or the Final Prospectus or suspending any such qualificationis issued, to use promptly its best efforts to obtain the withdrawal of such order;lifting thereof at the earliest possible time. (b) To The Company will give the Underwriters notice through the Representative of its intention to file or prepare any additional registration statement with respect to additional Securities (including any filing under Rule 462(b) under the 1933 Act and any Renewal Registration Statement (as defined below) or any amendment to the Registration Statement or any amendment or supplement to the Prospectus, and will furnish to you a copy the Underwriters through the Representative with copies of each any such registration statement or amendment or supplement proposed Issuer Free Writing Prospectus to be filed or prepared by a reasonable time in advance of such proposed filing or preparation, as the case may be, and will give the Representative a reasonable opportunity to comment on behalf of, used by, any such proposed amendment or referred to by the Company and not to use or refer to any proposed free writing prospectus without your consent;supplement. (c) Not The Company will deliver to take the Underwriters without charge, a copy of (i) the Indentures and any action that would result supplements thereto, (ii) the Registration Statement (as originally filed) and of each amendment or supplement thereto (including exhibits filed therewith or incorporated by reference therein and documents incorporated by reference in an Underwriter the Prospectus) and (iii) a certified copy of the corporate authorization of the (A) issuance and sale of the Securities, generally and (B) issuance and sale of any specific tranche or series of Securities. The Company will furnish to the Company being Underwriters as many copies of the Prospectus and the Statutory Prospectus (as these may be amended or supplemented) as the Underwriters shall reasonably request so long as the Underwriters are required to deliver a Prospectus in connection with sales or solicitations of offers to purchase the Securities under the 1933 Act. (d) The Company will prepare, with respect to any Securities to be sold pursuant to this Agreement (and any applicable Terms Agreement), (i) a pricing supplement with respect to such Securities, in form and substance reasonably satisfactory to the Representative (each a “Pricing Supplement”), and will file such Pricing Supplement with the Commission pursuant to Rule 433(d) 424 under the 1933 Act (x) unless otherwise agreed with the Representative, in preliminary form no later than the time at which the information contained therein is first used in connection with a free writing prospectus prepared by public offering or sale and (y) in final form not later than the close of business on behalf the second business day following the earlier of the Underwriters that date of determination of the Underwriters otherwise would not have been offering price or the date it is first used in connection with a public offering or sale (or such earlier time as may be required to file thereunder;under the 1933 Act), (ii) such Issuer Free Writing Prospectuses as may be agreed upon by the Company and the Representative and (iii) such other term sheets, pricing supplements or other documents as set forth in any Terms Agreement. (de) If the Time Except as otherwise provided in subsection (m) of Sale Prospectus is being used to solicit offers to buy the Shares at a time when the Final Prospectus is not yet available to prospective purchasersthis Section, to furnish the Underwriters with copies of the Time of Sale Prospectus as amended or supplemented in such quantities as the Representatives may from time to time reasonably request, and if at such any time during the term of this Agreement any event shall have occurred occur or condition exist as a result of which it is necessary, in the Time reasonable opinion of Sale your counsel or counsel for the Company, to further amend or supplement the Prospectus as then amended or supplemented would in order that the Prospectus will not include an untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, therein not misleading in light of the circumstances under which they were made when such Time of Sale existing at the time the Prospectus is delivereddelivered to a purchaser, not misleading, or, or if for any other reason it shall be necessary during necessary, in the reasonable opinion of either such period counsel, to amend or supplement the Time of Sale Prospectus Registration Statement or to file under the Exchange Act any document incorporated by reference in the Time of Sale Prospectus in order to comply with the Act or requirements of the Exchange 1933 Act, immediate notice shall be given, and confirmed in writing, to notify the Representatives Underwriters to cease the solicitation of offers to purchase the Securities and upon their request to cease sales of any Securities by the Underwriters, and the Company will promptly prepare and furnish without charge file with the Commission such amendment or supplement as may be necessary to each Underwriter and to any dealer in securities as many copies as the Representatives may from time to time reasonably request of an amended Time of Sale Prospectus or a supplement to the Time of Sale Prospectus which will correct such untrue statement or omission or effect to make the Registration Statement and Prospectus comply with such compliance;requirements. (ef) Promptly Except as otherwise provided in subsection (m) of this Section, on or prior to the date on which there shall be released to the general public interim financial statement information related to the Company with respect to each of the first three quarters of any fiscal year or preliminary financial statement information with respect to any fiscal year, the Company shall cause promptly the Prospectus to be amended or supplemented (if not automatically incorporated by reference) to include financial information with respect thereto, as well as such other information and explanations as shall be necessary for an understanding thereof, as may be required by the 1933 Act or the Securities Exchange Act of 1934, as amended, and the Commission’s rules and regulations thereunder (the “1934 Act”) or otherwise. (g) Except as otherwise provided in subsection (m) of this Section, on or prior to the date on which financial information included in or derived from the audited financial statements of the Company for the preceding fiscal year is released to the general public, the Company shall cause promptly the Registration Statement and the Prospectus to be amended (if not automatically incorporated by reference) to include such audited financial statements and the report or reports, and consent or consents to such inclusion of the independent accountants with respect thereto, as well as such other information and explanations as shall be necessary for an understanding of such financial statements, as may be required by the 1933 Act or the 1934 Act or otherwise. (h) The Company will file such reports with the Commission pursuant to the 1934 Act, within the time periods required by the 1934 Act, as may be necessary to time make generally available to take its security holders and to the Underwriters an earnings statement or statements of the Company and its subsidiaries, which will satisfy the provisions of Section 11(a) of the 1933 Act and Rule 158 under the 1933 Act. (i) The Company will, if necessary, arrange for the qualification of the Securities for sale under the laws of such action states and jurisdictions as the Representatives may Representative shall reasonably request to qualify the Shares request, and the Preferred Shares Company agrees to and will maintain such qualifications in effect so long as required to complete the distribution and sale of the Securities; provided in no event shall the Company be obligated to (i) qualify to do business in any jurisdiction where it is not now so qualified, or (ii) take any action that would subject it to service of process in suits, other than those arising out of the offering or sale of the Securities, in any jurisdiction where it is not now so subject. The Company will file such statements and reports as may be required by the laws of each jurisdiction in which the Securities have been qualified as above provided. The Company will promptly advise the Underwriters through the Representative of the receipt by the Company of any notification with respect to the suspension of the qualification of the Securities for sale in any such state or jurisdiction or the initiating or threatening of any proceeding for such purpose. (j) The Company, during the period when the Prospectus is required to be delivered under the 1933 Act or the 1934 Act, will file all documents required to be filed with the Commission pursuant to the 1934 Act within the time periods required by the 1934 Act and the rules and regulations of the Commission thereunder. (k) The Company has filed or will file each Statutory Prospectus and Prospectus pursuant to and in accordance with Rule 424 within the prescribed time period. (l) If by the third anniversary (the “Renewal Deadline”) of the initial effective date of the Registration Statement and (ii) the effective date of each new Registration Statement filed pursuant to this Section 4(l) (each, a “Renewal Registration Statement”), any of the Securities remain unsold, the Company will file, if it has not already done so and is eligible to do so, a new shelf registration statement relating to the Securities, in a form reasonably satisfactory to the Representative and will use its reasonable best efforts to cause such Registration Statement to be declared effective within 120 days after the Renewal Deadline. The Company will take all other reasonable action necessary or appropriate to permit the public offering and sale under of the securities and insurance securities laws Securities to continue as contemplated in the expired registration statement relating to the Securities. References in this Agreement to the “Registration Statement” shall include any new registration statement filed in respect of such jurisdictions as the Representatives may request and each Renewal Registration Statement after it has become effective. (m) The Company shall not be required to comply with the provisions of Sections 4(e), (f), (g) or (p) or during any period from the time (i) the Representative has suspended solicitation of purchases of the Securities by the Underwriters pursuant to a direction from the Company and (ii) none of the Underwriters shall then hold any Securities purchased from the Company for subsequent resale, but shall thereafter comply with such laws so subsections, including updating all diligence since the last diligence review by the Underwriters, prior to commencing any additional offering of Securities hereunder. (n) The Company will use the Net Proceeds in the manner specified in each Prospectus, each Disclosure Package and any applicable Terms Agreement under “Use of Proceeds.” (o) In connection with the offering and sale of the Securities, the Company will file with the Nasdaq Global Select Market (“NASDAQ”) all documents and notices, and make all certifications, required of companies that have securities that are listed on NASDAQ and will maintain such listing. (p) The Company will cooperate with any reasonable due diligence review conducted by the Underwriters (and their counsel or other representatives), including providing information and making available documents and senior corporate officers as the Underwriters may reasonably request; provided, however, the Company shall be required to make available documents and senior corporate officers only (i) at the Company’s principal offices and (ii) during the Company’s ordinary business hours. The parties acknowledge that the due diligence review contemplated by this Section 4(p) will include, if requested, during the term of this Agreement, a quarterly diligence conference to occur within five Business Days after each filing by the Company of its Annual Report on Form 10-K and each Quarterly Report on Form 10-Q whereby the Company will make its senior corporate officers available to address diligence inquiries of the Underwriters and will provide such additional information and documents as the Underwriters may reasonably request. Upon request from the Underwriters, made through the Representative, a reasonable and customary bring down due diligence review also will be made in connection with any offering of Securities hereunder. (q) The Company will comply with all requirements imposed upon it by the 1933 Act and the 1934 Act, as then in effect, as necessary to permit the continuance of sales of, or dealings in, the Securities as contemplated by the provisions hereof and dealings therein the Prospectus, the Disclosure Package and any applicable Terms Agreement. (r) The Company shall use its reasonable best efforts in cooperation with the Underwriters to permit the Securities to be eligible continuously for clearance and settlement through the facilities of The Depository Trust Company (“DTC”) and applicable foreign clearing agencies, if any, specified in the applicable Terms Agreement. (s) Unless otherwise agreed upon in any Terms Agreement between the Representative and the Company, between the date of such jurisdictions for as long as may be necessary Terms Agreement and the delivery of Securities to complete the distribution of the Shares, provided that in connection therewithRepresentative with respect to such Terms Agreement, the Company shall not be required to qualify as a foreign corporation or to file a general consent to service of process in any jurisdiction or to subject itself to taxation in respect of doing business in any jurisdiction in which it is not otherwise subject to such taxation; (f) To furnish the Underwriters with copies of the Final Prospectus as amended or supplemented in such quantities as the Representatives may from time to time reasonably request, and, if the delivery of a prospectus is required at any time in connection with the offering or sale of the Shares (or in lieu thereof the notice referred to in Rule 173(a) under the Act), and if at such time any event shall have occurred as a result of which the Final Prospectus as then amended or supplemented would include an untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in light of the circumstances under which they were made when such Final Prospectus (or in lieu thereof the notice referred to in Rule 173(a) under the Act) is delivered, not misleading, or, if for any other reason it shall be necessary during such period to amend or supplement the Final Prospectus or to file under the Exchange Act any document incorporated by reference in the Final Prospectus in order to comply with the Act or the Exchange Act, to notify the Representatives and upon their request to prepare and furnish without charge to each Underwriter and to any dealer in securities as many copies as the Representatives may from time to time reasonably request of an amended Final Prospectus or a supplement to the Final Prospectus which will correct such statement or omission or effect such compliance; (g) To make generally available to its securityholders as soon as practicable, but in any event not later than eighteen months after the effective date of the Registration Statement, an earning statement of the Company and its subsidiaries (which need not be audited) complying with Section 11(a) of the Act and the rules and regulations thereunder; (h) During a period of 30 days from the date of this Agreement, not to offer, sell, contract to sell or otherwise dispose of any securities of the Company which are substantially similar to the Shares and the Preferred Sharesnot, without the prior written consent of the RepresentativesRepresentative, which consent shall not be unreasonably withheld; providedoffer, howeversell or issue, that the foregoing sentence shall not apply or enter into any agreement to the Shares to be sold hereunder; (i) Not to take, directly sell or indirectlyissue, any action designed to debt securities or that would constitute or that might reasonably be expected to cause or result in, under the Exchange Act or otherwise, stabilization or manipulation of the price of any security preferred stock of the Company in the United States intended primarily for sale to facilitate retail or other investors (other than the sale Securities to which such Terms Agreement relates or resale another series of Securities sold pursuant to this Agreement). (t) The Company will notify the Underwriters as soon as practicable, and confirm such notice in writing, of any change in the rating assigned by any nationally recognized statistical rating organization, as such term is defined in Rule 436(g)(2) under the 1933 Act (each, a “Ratings Agency”), to the program under which the Company’s notes may be offered and sold from time to time (the “Program”), any debt securities, credit facilities or preferred stock of the Shares; Company or its subsidiaries (j) To use including the net proceeds received Securities), or the public announcement by any Ratings Agency that it from the sale has under surveillance, watch or review, with possible negative implications, its rating of the Shares in the manner specified in the Registration StatementProgram, the Time of Sale Prospectus and the Final Prospectus under the caption “Use of Proceeds”; and (k) To use its best efforts to effect the listing any of the Shares on Company’s or any subsidiary’s debt securities or preferred stock (including the NYSE within 30 days Securities) or credit facilities, or the withdrawal by any Ratings Agency of its rating of the First Time of Delivery for the SharesProgram, any such debt securities, credit facilities or preferred stock.

Company Covenants. The Company agrees with each of the Underwriters of the Sharesany Securities: (ia) To prepare the Final Prospectus as amended and supplemented in relation to the Shares and the Preferred Shares applicable Securities in a form approved by the Representatives and to file timely file such Final Prospectus pursuant to Rule 424(b) under the Act); (ii) to make no further amendment or any supplement to the Registration Statement, the Time of Sale Prospectus Statement or the Final Prospectus as amended or supplemented after the date hereof Applicable Time and prior to the Time of Delivery Closing Date for the Shares such Securities unless the Representatives for such Securities shall have had a reasonable opportunity to review and comment upon any such amendment or supplement prior to any filing thereof; (iii) to advise the Representatives Representatives, promptly after it receives notice thereof, of the time when any such amendment to the Registration Statement has been filed or becomes effective or any supplement after such Time of Delivery to the Final Prospectus or any amended Final Prospectus has been filed and to furnish the Representatives with copies thereof; (iv) to file promptly all reports and any definitive proxy or information statements required to be filed by the Company with the Commission pursuant to Section Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act for so long as the delivery of a prospectus is required in connection with the offering or sale of the Sharessuch Securities and, and during such same period period, to advise the Representatives, promptly after it receives notice thereof, of of (I) the time when any amendment to the Registration Statement has been filed or becomes effective or any supplement or amendment to the Time of Sale Prospectus or the Final Prospectus has been filed with the Commission, (IIi) the issuance by the Commission of any stop order or of any order preventing or suspending the use of the Registration Statement, the Time of Sale Prospectus or the Final Prospectus, (IIIii) the suspension of the qualification of the Shares such Securities for offering or sale in any jurisdiction or of the initiation or threatening of any proceeding for any such purpose, or (IViii) any request by the Commission for the amending or supplementing of the Registration Statement, the Time of Sale Prospectus Statement or the Final Prospectus or for additional information; and, in the event of the issuance of any such stop order or of any such order preventing or suspending the use of the Time of Sale Prospectus or the Final Prospectus or suspending any such qualification, promptly to use promptly its best efforts to obtain the withdrawal of such order; (b) To give the Representatives notice of its intention to make any filing pursuant to the Exchange Act or the regulations of the Commission thereunder, other than filings made pursuant to Section 16 of the Exchange Act, during the period beginning from the Applicable Time and continuing to and including the Closing Date and to furnish the Representatives with copies of any such documents a reasonable amount of time prior to such proposed filing. The Company shall prepare the Final Term Sheet and file such Final Term Sheet as an Issuer Free Writing Prospectus within two business days after the date hereof; provided that the Company shall furnish the Representatives with copies of any such Final Term Sheet a reasonable amount of time prior to such proposed filing and will not use or file any such document to which the Representatives or counsel to the Representatives shall object; (c) Promptly from time to time to take such action as the Representatives may reasonably request to qualify such Securities for offering and sale under the securities laws of such jurisdictions as the Representatives may reasonably request and to comply with such laws so as to permit the continuance of sales and dealings therein in such jurisdictions for so long as may be necessary to complete the distribution of such Securities, provided that in connection therewith the Company shall not be required to qualify as a foreign corporation, to file a general consent to service of process in any jurisdiction or to subject itself to taxation in respect of doing business in any jurisdiction in which it is not otherwise subject; (d) To furnish to you the Representatives a copy of each proposed Issuer Free Writing Prospectus to be prepared by or on behalf of, used by, or referred to by the Company and not to use or refer to any proposed free Issuer Free Writing Prospectus to which the Representatives reasonably object; if at any time following issuance of an Issuer Free Writing Prospectus there occurred or occurs an event or development as a result of which such Issuer Free Writing Prospectus conflicted or would conflict with the information contained in the Registration Statement, the Disclosure Package, the Final Prospectus or any Preliminary Prospectus or, when taken together with the Disclosure Package and any other such Issuer Free Writing Prospectus, included or would include an untrue statement of a material fact or omitted or would omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances prevailing at that subsequent time, not misleading, to promptly notify the Representatives and, if requested by the Representatives, to promptly amend or supplement, at its own expense, such Issuer Free Writing Prospectus to eliminate or correct such conflict, untrue statement or omission; provided, however, that this covenant shall not apply to any statements or omissions in an Issuer Free Writing Prospectus made in reliance upon and in conformity with information furnished in writing prospectus without your consentto the Company by any Underwriter expressly for use therein; (ce) Not to take any action that would result in an Underwriter or the Company being required to file with the Commission pursuant to Rule 433(d) under the Act a free writing prospectus prepared by or on behalf of the Underwriters that the Underwriters otherwise would not have been required to file thereunder; (d) If the Time of Sale Prospectus is being used to solicit offers to buy the Shares at a time when the Final Prospectus is not yet available to prospective purchasers, to To furnish the Underwriters with electronic copies of any Issuer Free Writing Prospectus or the Time of Sale Final Prospectus as amended or supplemented in such quantities as the Representatives may from time to time reasonably request, and if if, at any time prior to the earlier of (i) the completion of the distribution by each of the Underwriters of the Securities purchased by such time Underwriter under this Agreement and (ii) the expiration of nine months after the date of the Final Prospectus, any event shall have occurred as a result of which any Issuer Free Writing Prospectus or the Time of Sale Final Prospectus as then amended or supplemented would include an untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made when such Time of Sale Issuer Free Writing Prospectus is or the Final Prospectus were delivered, not misleading, or, if for any other reason it shall be necessary during such period to amend or supplement any Issuer Free Writing Prospectus or the Time of Sale Final Prospectus or to file under the Exchange Act any document incorporated by reference in any Issuer Free Writing Prospectus or the Time of Sale Final Prospectus in order to comply with the Act or the Exchange Act, (i) to notify the Representatives and (ii) upon their request to prepare and furnish without charge to each Underwriter and to any dealer in securities as many copies as the Representatives may from time to time reasonably request of an amended Time of Sale Issuer Free Writing Prospectus or a supplement to the Time of Sale Prospectus which will correct such statement or omission or effect such compliance; (e) Promptly from time to time to take such action as the Representatives may reasonably request to qualify the Shares and the Preferred Shares for offering and sale under the securities and insurance securities laws of such jurisdictions as the Representatives may request and to comply with such laws so as to permit the continuance of sales and dealings therein in such jurisdictions for as long as may be necessary to complete the distribution of the Shares, provided that in connection therewith, the Company shall not be required to qualify as a foreign corporation or to file a general consent to service of process in any jurisdiction or to subject itself to taxation in respect of doing business in any jurisdiction in which it is not otherwise subject to such taxation; (f) To furnish the Underwriters with copies of the Final Prospectus as amended or supplemented in such quantities as the Representatives may from time to time reasonably request, and, if the delivery of a prospectus is required at any time in connection with the offering or sale of the Shares (or in lieu thereof the notice referred to in Rule 173(a) under the Act), and if at such time any event shall have occurred as a result of which the Final Prospectus as then amended or supplemented would include an untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in light of the circumstances under which they were made when such Final Prospectus (or in lieu thereof the notice referred to in Rule 173(a) under the Act) is delivered, not misleading, or, if for any other reason it shall be necessary during such period to amend or supplement the Final Prospectus or to file under the Exchange Act any document incorporated by reference in the Final Prospectus in order to comply with the Act or the Exchange Act, to notify the Representatives and upon their request to prepare and furnish without charge to each Underwriter and to any dealer in securities as many copies as the Representatives may from time to time reasonably request of an amended Final Prospectus or a supplement to the Final Prospectus which will correct such statement or omission or effect such compliance; and any Issuer Free Writing Prospectus and the Final Prospectus and any amendments or supplements thereto furnished to the Representatives shall be identical to the electronically transmitted copies thereof filed with the Commission pursuant to XXXXX, except to the extent permitted by Regulation S-T; (gf) To make generally available to its securityholders of the Company as soon as practicable, but in any event not later than eighteen months after the effective date of the Registration StatementStatement (as defined in Rule 158(c) under the Act), an earning earnings statement of the Company and its subsidiaries (which need not be audited) complying with Section 11(a) of the Act and the rules and regulations thereunderthereunder (including, at the option of the Company, Rule 158); (hg) During a the period of 30 days beginning from the date of this AgreementApplicable Time and continuing to and including the Closing Date, not to offer, sell, contract to offer or sell or otherwise dispose of any debt securities of the Company which are substantially having pricing characteristics similar to the Shares Securities exceeding an aggregate principal amount of $3 billion, except, for the avoidance of doubt, debt securities issued under the Global Note Issuance Programs of Metropolitan Life Global Funding I and Met Tower Global Funding or any commercial paper program of, or sponsored by, the Preferred SharesCompany or any subsidiaries, without the prior written consent of the Representatives, which consent shall not be unreasonably withheld; provided; (h) During a period of five years from the effective date of the Registration Statement, however, that the foregoing sentence shall not apply to furnish to the Shares Representatives copies of all reports or other communications (financial or other) furnished to stockholders of the Company, and to furnish to the Representatives as soon as they are available, copies of any reports and financial statements furnished to or filed with the Commission or any national securities exchange on which the Securities or any class of securities of the Company is listed (such financial statements to be sold hereunderon a consolidated basis to the extent the accounts of the Company and its subsidiaries are consolidated in reports furnished to its stockholders generally or to the Commission), provided that reports and financial statements furnished to or filed with the Commission, and publicly available on XXXXX, or furnished on the Company’s website, shall be deemed to have been furnished to the Representatives under this Section 4(h); (i) Not The Company agrees that, unless it obtains the prior consent of the Representatives, and each Underwriter represents and agrees that, unless it obtains the prior consent of the Company and the Representatives, it has not made and will not make any offer relating to take, directly or indirectly, any action designed to or the Securities that would constitute an Issuer Free Writing Prospectus (other than, for the avoidance of doubt, any Bloomberg L.P. or that might reasonably be expected other electronic communication regarding any preliminary term sheets or comparable security prices and the Final Term Sheet filed pursuant to cause or result inSection 4(b) hereto). Each Underwriter agrees, under unless it obtains the Exchange Act or otherwise, stabilization or manipulation of the price of any security prior consent of the Company and the Representatives, not to facilitate take any action that would result in the sale Company being required to file with the Commission under Rule 433(d) under the Act a free writing prospectus prepared by or resale on behalf of such Underwriter that otherwise would not be required to be filed by the Shares;Company thereunder but for the action of such Underwriter (other than, for the avoidance of doubt, the Final Term Sheet filed pursuant to Section 4(b) hereto); and (j) To The Company agrees to use the net proceeds received by it the Company from the sale of the Shares Securities pursuant to this Agreement in the manner specified in the Registration Statement, the Time of Sale Prospectus and the Final Prospectus under the caption “Use of Proceeds”; and (k) To use its best efforts to effect the listing of the Shares on the NYSE within 30 days of the First Time of Delivery for the SharesPricing Prospectus.

Company Covenants. The Company covenants and agrees with each of the Underwriters of the Sharesas follows: (i) To prepare During the Final Prospectus period beginning on the date hereof and ending on the later of the Closing Date or such date as amended and supplemented in relation to the Shares and the Preferred Shares in a form approved determined by the Representatives and Underwriters the Prospectus is no longer required by law to timely file such Final be delivered in connection with sales by an underwriter or dealer (the “Prospectus pursuant Delivery Period”), prior to amending or supplementing the Registration Statement, including any Rule 424(b) under the Act; (ii) to make no further amendment or any supplement to the 462 Registration Statement, the Time of Sale Prospectus Disclosure Package or the Final Prospectus as amended or supplemented after Prospectus, the date hereof and prior Company shall furnish to the Time of Delivery Underwriters for the Shares unless the Representatives shall have had a reasonable opportunity to review and comment upon a copy of each such proposed amendment or supplement, and the Company shall not file any such proposed amendment or supplement prior to any filing thereof; which the Underwriters reasonably object. (iiiii) to From the date of this Agreement until the end of the Prospectus Delivery Period, the Company shall promptly advise the Representatives promptly of any such amendment or supplement after such Time of Delivery and furnish the Representatives with copies thereof; Underwriters in writing (iv) to file promptly all reports and any definitive proxy or information statements required to be filed by the Company with the Commission pursuant to Section 13(a), 13(c), 14 or 15(dA) of the Exchange Act receipt of any comments of, or requests for so long as additional or supplemental information from, the delivery of a prospectus is required in connection with the offering or sale Commission, (B) of the Shares, time and during such same period to advise the Representatives, promptly after it receives notice thereof, date of (I) the time when any filing of any post-effective amendment to the Registration Statement has been filed or becomes effective or any amendment or supplement or amendment to the Time of Sale Prospectus Disclosure Package or the Final Prospectus has been filed with the CommissionProspectus, (IIC) of the time and date that any post-effective amendment to the Registration Statement becomes effective and (D) of the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement or of any order preventing or suspending the its use of the Registration Statement, the Time of Sale Prospectus or the Final Prospectus, (III) the suspension of the qualification of the Shares for offering or sale in any jurisdiction or of the initiation or threatening of any proceeding for any such purpose, or (IV) any request by the Commission for the amending or supplementing of the Registration Statement, the Time of Sale Prospectus or the Final Prospectus or for additional information; and, in the event of the issuance of any such stop order or of any such order preventing or suspending the use of the Time of Sale Prospectus Disclosure Package, or of any proceedings to remove, suspend or terminate from listing or quotation the Final Prospectus Ordinary Shares from any securities exchange upon which it is listed for trading or suspending included or designated for quotation, or of the threatening or initiation of any proceedings for any of such purposes. If the Commission shall enter any such qualificationstop order at any time during the Prospectus Delivery Period, to the Company will use promptly its best reasonable efforts to obtain the withdrawal lifting of such order; (b) To furnish order as soon as possible. Additionally, the Company agrees that it shall comply with the provisions of Rules 424(b), 430A and 430B, as applicable, under the Securities Act and will use its reasonable efforts to you a copy of each proposed Issuer Free Writing Prospectus to be prepared by or on behalf of, used by, or referred to confirm that any filings made by the Company and not to use under Rule 424(b) or refer to any proposed free writing prospectus Rule 433 were received in a timely manner by the Commission (without your consent;reliance on Rule 424(b)(8) or Rule 164(b) of the Securities Act). (ciii) Not to take any action that would result in an Underwriter or During the Prospectus Delivery Period, the Company being required will comply with all requirements imposed upon it by the Securities Act, as now and hereafter amended, and by the Rules and Regulations, as from time to file with time in force, and by the Commission pursuant Exchange Act, as now and hereafter amended, so far as necessary to Rule 433(d) under permit the Act a free writing prospectus prepared continuance of sales of or dealings in the Shares as contemplated by or on behalf of the Underwriters that the Underwriters otherwise would not have been required to file thereunder; (d) If provisions hereof, the Time of Sale Disclosure Package, the Registration Statement and the Prospectus. If during such period any event occurs the result of which the Prospectus is being used to solicit offers to buy (or if the Shares at a time when the Final Prospectus is not yet available to prospective purchasers, to furnish the Underwriters with copies of the Time of Sale Prospectus as amended or supplemented in such quantities as the Representatives may from time to time reasonably request, and if at such time any event shall have occurred as a result of which the Time of Sale Prospectus as then amended or supplemented Disclosure Package ) would include an untrue statement of a material fact or omit to state any a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made when such Time of Sale Prospectus is deliveredthen existing, not misleading, or, or if for any other reason it shall be necessary during such period it is necessary or appropriate in the opinion of the Company or its counsel or the Underwriters or their counsel to amend the Registration Statement or supplement the Prospectus (or if the Prospectus is not yet available to prospective purchasers, the Time of Sale Disclosure Package ) to comply with the Securities Act, the Company will promptly notify the Underwriters and will amend the Registration Statement or supplement the Prospectus (or if the Prospectus is not yet available to file under the Exchange Act any document incorporated by reference in prospective purchasers, the Time of Sale Prospectus in order Disclosure Package) so as to comply with the Act or the Exchange Act, to notify the Representatives and upon their request to prepare and furnish without charge to each Underwriter and to any dealer in securities as many copies as the Representatives may from time to time reasonably request of an amended Time of Sale Prospectus or a supplement to the Time of Sale Prospectus which will correct such statement or omission or effect such compliance;. (eiv) Promptly from time The Company shall take or cause to time be taken all necessary action to take such action as cause the Representatives may reasonably request ADSs to be listed on the NASDAQ Global Market and to qualify the Shares and the Preferred Shares ADSs for offering and sale under the securities and insurance securities laws of such jurisdictions as the Representatives may request Underwriters reasonably designate and to comply with continue such laws qualifications in effect so as to permit the continuance of sales and dealings therein in such jurisdictions for as long as may be necessary to complete required for the distribution of the SharesADSs, provided except that in connection therewith, the Company shall not be required in connection therewith to qualify as a foreign corporation or as a dealer in securities in any jurisdiction in which it is not so qualified, to file execute a general consent to service of process in any jurisdiction state or to subject itself to taxation in respect of doing business in any jurisdiction in which it is not otherwise subject to such taxation;subject. (fv) To The Company will furnish to the Underwriters with and counsel for the Underwriters copies of the Final Prospectus Registration Statement, each Prospectus, the ADS Registration Statement, the Deposit Agreement and the Form 8-A Registration Statement and all amendments and supplements to such documents, in each case as amended or supplemented soon as available and in such quantities as the Representatives Underwriters may from time to time reasonably request, and, if the delivery of a prospectus is required at any time in connection with the offering or sale of the Shares (or in lieu thereof the notice referred to in Rule 173(a) under the Act), and if at such time any event shall have occurred as a result of which the Final Prospectus as then amended or supplemented would include an untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in light of the circumstances under which they were made when such Final Prospectus (or in lieu thereof the notice referred to in Rule 173(a) under the Act) is delivered, not misleading, or, if for any other reason it shall be necessary during such period to amend or supplement the Final Prospectus or to file under the Exchange Act any document incorporated by reference in the Final Prospectus in order to comply with the Act or the Exchange Act, to notify the Representatives and upon their request to prepare and furnish without charge to each Underwriter and to any dealer in securities as many copies as the Representatives may from time to time reasonably request of an amended Final Prospectus or a supplement to the Final Prospectus which will correct such statement or omission or effect such compliance;. (gvi) To The Company will make generally available to its securityholders security holders as soon as practicable, but in any event not later than eighteen 15 months after the effective date end of the Registration StatementCompany’s current fiscal quarter, an earning earnings statement of the Company and its subsidiaries (which need not be audited) complying with covering a 12-month period that shall satisfy the provisions of Section 11(a) of the Securities Act and Rule 158 of the rules Rules and regulations thereunder;Regulations. (hvii) During a period of 30 days from Whether or not the date of transactions contemplated by this Agreement, not the Registration Statement and the Prospectus are consummated or this Agreement is terminated, the Company hereby agrees to offerpay all costs and expenses incident to the performance of its obligations hereunder, sellincluding the following: (A) all expenses in connection with the preparation, contract printing, formatting for XXXXX and filing of the Registration Statement and the Prospectus and any and all amendments, supplements or exhibits thereto, the mailing and delivering of as many copies thereof to sell the Underwriters and dealers as the Underwriters may reasonably request, and the costs of mailing such materials to prospective investors; (B) all fees and expenses in connection with the filing of Corporate Offerings Business & Regulatory Analysis filings with FINRA; (C) all fees and expenses in connection with filing of the Registration Statement and Prospectus with the Commission; (D) the fees, disbursements and expenses of the Company’s counsel, accountants and other agents and representatives in connection with the transactions contemplated by this Agreement, including registration fees to the Commission; (E) all expenses in connection with the qualifications of the Shares for offering and sale under state and foreign securities or otherwise dispose blue sky laws, including the fees and disbursements of counsel for the Underwriters in connection with such qualification and in connection with any securities blue sky survey undertaken by such counsel; (F) all Nasdaq Global Market fees and expenses; (G) all travel expenses of the Company’s officers and employees and any other expense of the Company which are substantially similar to incurred in connection with attending or hosting meetings with prospective purchasers; (H) all stock transfer and/or stamp taxes incurred in connection with this Agreement or this offering; (I) the cost of preparing, printing and delivering certificates representing the Shares and the Preferred Shares, without ADSs; (J) the prior written consent fees and expenses of any transfer agent or registrar; (K) any costs and expenses in conducting a satisfactory due diligence investigation and analysis of the RepresentativesCompany’s officers, which consent shall not be unreasonably withhelddirectors, employees and affiliates; provided, however, that the foregoing sentence shall not apply (L) all fees and expenses of counsel to the Shares Underwriters; (M) the cost of two (2) “tombstone” advertisements to be sold hereunder; (i) Not to take, directly placed in appropriate daily or indirectly, any action designed to or that would constitute or that might reasonably be expected to cause or result in, under the Exchange Act or otherwise, stabilization or manipulation weekly periodicals of the price Underwriters’ choice (i.e., the Wall Street Journal or the New York Times); (N) the cost of any security three (3) bound volumes of the offering documents and five (5) offering commemorative Lucite (or other reasonable form) memorabilia, both to be supplies to the Underwriters; and (O) all other costs and expenses incident to the performance of the Company’s obligations hereunder that are not otherwise specifically provided for in this Section 6(a)(vii). All relevant expenses incurred by the Underwriters will be borne by the Company, up to but not more than $250,000. The Underwriters may also deduct from the net proceeds of this offering payable to the Company on the Closing Date the expenses set forth herein to be paid by the Company to facilitate the sale or resale of the Shares; (j) To use the net proceeds received by it from the sale of the Shares in the manner specified in the Registration Statement, the Time of Sale Prospectus and the Final Prospectus under the caption “Use of Proceeds”; and (k) To use its best efforts to effect the listing of the Shares on the NYSE within 30 days of the First Time of Delivery for the SharesUnderwriters.

Company Covenants. The Company agrees with each of the Underwriters of the Sharesany Securities: (ia) To prepare the Final Prospectus as amended and supplemented in relation to the Shares and the Preferred Shares applicable Securities in a form approved by the Representatives and to file timely file such Final Prospectus pursuant to Rule 424(b) under the Act; (ii) to make no further amendment or any supplement to the Registration Statement, the Time of Sale Prospectus Statement or the Final Prospectus as amended or supplemented after the date hereof of the Pricing Agreement relating to the applicable Securities and prior to the Time of Delivery Closing Date for the Shares such Securities unless the Representatives for such Securities shall have had a reasonable opportunity to review and comment upon any such amendment or supplement prior to any filing thereof; (iii) to advise the Representatives Representatives, promptly after it receives notice thereof, of the time when any such amendment to the Registration Statement has been filed or becomes effective or any supplement after such Time of Delivery to the Final Prospectus or any amended Final Prospectus has been filed and to furnish the Representatives with copies thereof; (iv) to file promptly all reports and any definitive proxy or information statements required to be filed by the Company with the Commission pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act for so long as the delivery of a prospectus is required in connection with the offering or sale of the Sharessuch Securities and, and during such same period period, to advise the Representatives, promptly after it receives notice thereof, of (I) the time when any amendment to the Registration Statement has been filed or becomes effective or any supplement or amendment to the Time of Sale Prospectus or the Final Prospectus has been filed with the Commission, (IIi) the issuance by the Commission of any stop order or of any order preventing or suspending the use of the Registration Statement, the Time of Sale Prospectus or the Final Prospectus, (IIIii) the suspension of the qualification of the Shares such Securities for offering or sale in any jurisdiction or of the initiation or threatening of any proceeding for any such purpose, or (IViii) any request by the Commission for the amending or supplementing of the Registration Statement, the Time of Sale Prospectus Statement or the Final Prospectus or for additional information; and, in the event of the issuance of any such stop order or of any such order preventing or suspending the use of the Time of Sale Prospectus or the Final Prospectus or suspending any such qualification, promptly to use promptly its best efforts to obtain the withdrawal of such order; (b) To give the Representatives notice of any filings made pursuant to the Exchange Act or the regulations of the Commission thereunder within forty-eight hours prior to the Applicable Time; to give the Representatives notice of its intention to make any such filing from the Applicable Time to the Closing Time and to furnish the Representatives with copies of any such documents a reasonable amount of time prior to such proposed filing. The Company shall prepare the Final Term Sheet and file such Final Term Sheet as an Issuer Free Writing Prospectus within two business days after the date hereof; (c) Promptly from time to time to take such action as the Representatives may reasonably request to qualify such Securities for offering and sale under the securities laws of such jurisdictions as the Representatives may reasonably request and to comply with such laws so as to permit the continuance of sales and dealings therein in such jurisdictions for so long as may be necessary to complete the distribution of such Securities, provided that in connection therewith the Company shall not be required to qualify as a foreign corporation, to file a general consent to service of process in any jurisdiction or to subject itself to taxation in respect of doing business in any jurisdiction in which it is not otherwise subject; (d) To furnish to you the Representatives a copy of each proposed Issuer Free Writing Prospectus to be prepared by or on behalf of, used by, or referred to by the Company and not to use or refer to any proposed free Issuer Free Writing Prospectus to which the Representatives reasonably object; if at any time following issuance of an Issuer Free Writing Prospectus there occurred or occurs an event or development as a result of which such Issuer Free Writing Prospectus conflicted or would conflict with the information contained in the Registration Statement, the Statutory Prospectus, the Prospectus or any Preliminary Prospectus, to promptly notify the Representatives and, if requested by the Representatives, to promptly amend or supplement, at its own expense, such Issuer Free Writing Prospectus to eliminate or correct such conflict; provided, however, that this covenant shall not apply to any statements or omissions in an Issuer Free Writing Prospectus made in reliance upon and in conformity with information furnished in writing prospectus without your consentto the Company by any Underwriter expressly for use therein; (ce) Not to take any action that would result in an Underwriter or the Company being required to file with the Commission pursuant to Rule 433(d) under the Act a free writing prospectus prepared by or on behalf of the Underwriters that the Underwriters otherwise would not have been required to file thereunder; (d) If the Time of Sale Prospectus is being used to solicit offers to buy the Shares at a time when the Final Prospectus is not yet available to prospective purchasers, to To furnish the Underwriters with copies of any Issuer Free Writing Prospectus or the Time of Sale Final Prospectus as amended or supplemented in such quantities as the Representatives may from time to time reasonably request, and if if, at any time prior to the earlier of (i) the initial resale by each of the Underwriters of the Securities purchased by such time Underwriter under this Agreement or (ii) the expiration of nine months after the date of the Final Prospectus, any event shall have occurred as a result of which any Issuer Free Writing Prospectus or the Time of Sale Final Prospectus as then amended or supplemented would include an untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made when such Time of Sale Issuer Free Writing Prospectus is or the Final Prospectus were delivered, not misleading, or, if for any other reason it shall be necessary during such period to amend or supplement any Issuer Free Writing Prospectus or the Time of Sale Final Prospectus or to file under the Exchange Act any document incorporated by reference in any Issuer Free Writing Prospectus or the Time of Sale Final Prospectus in order to comply with the Act or the Exchange Act, (i) to notify the Representatives and (ii) upon their request to prepare and furnish without charge to each Underwriter and to any dealer in securities as many copies as the Representatives may from time to time reasonably request of an amended Time of Sale Prospectus or a supplement to the Time of Sale Prospectus which will correct such statement or omission or effect such compliance; (e) Promptly from time to time to take such action as the Representatives may reasonably request to qualify the Shares and the Preferred Shares for offering and sale under the securities and insurance securities laws of such jurisdictions as the Representatives may request and to comply with such laws so as to permit the continuance of sales and dealings therein in such jurisdictions for as long as may be necessary to complete the distribution of the Shares, provided that in connection therewith, the Company shall not be required to qualify as a foreign corporation or to file a general consent to service of process in any jurisdiction or to subject itself to taxation in respect of doing business in any jurisdiction in which it is not otherwise subject to such taxation; (f) To furnish the Underwriters with copies of the Final Prospectus as amended or supplemented in such quantities as the Representatives may from time to time reasonably request, and, if the delivery of a prospectus is required at any time in connection with the offering or sale of the Shares (or in lieu thereof the notice referred to in Rule 173(a) under the Act), and if at such time any event shall have occurred as a result of which the Final Prospectus as then amended or supplemented would include an untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in light of the circumstances under which they were made when such Final Prospectus (or in lieu thereof the notice referred to in Rule 173(a) under the Act) is delivered, not misleading, or, if for any other reason it shall be necessary during such period to amend or supplement the Final Prospectus or to file under the Exchange Act any document incorporated by reference in the Final Prospectus in order to comply with the Act or the Exchange Act, to notify the Representatives and upon their request to prepare and furnish without charge to each Underwriter and to any dealer in securities as many copies as the Representatives may from time to time reasonably request of an amended Final Issuer Free Writing Prospectus or a supplement to the Final Prospectus which will correct such statement or omission or effect such compliance; provided, however, that clause (ii) shall not apply during any period in which the Company would, consistent with its customary business practices, be restricted or would refrain from selling the Company’s common stock, par value $0.01 per share, or any other of its securities in a registered offering, including, without limitation, any period in which the Company would, consistent with its customary business practices, be so restricted in connection with the release of earnings information; and provided, further, the Company agrees to notify the Representatives promptly about the commencement, expected duration and termination of such period; and any Issuer Free Writing Prospectus and the Final Prospectus and any amendments or supplements thereto furnished to the Representatives shall be identical to the electronically transmitted copies thereof filed with the Commission pursuant to XXXXX, except to the extent permitted by Regulation S-T; (gf) To make generally available to its securityholders of the Company as soon as practicable, but in any event not later than eighteen months after the effective date of the Registration StatementStatement (as defined in Rule 158(c) under the Act), an earning earnings statement of the Company and its subsidiaries (which need not be audited) complying with Section 11(a) of the Act and the rules and regulations thereunderthereunder (including, at the option of the Company, Rule 158); (g) During a period of five years from the effective date of the Registration Statement, to furnish to the Representatives copies of all reports or other communications (financial or other) furnished to stockholders of the Company, and to furnish to the Representatives as soon as they are available, copies of any reports and financial statements furnished to or filed with the Commission or any national securities exchange on which the Securities or any class of securities of the Company is listed (such financial statements to be on a consolidated basis to the extent the accounts of the Company and its subsidiaries are consolidated in reports furnished to its stockholders generally or to the Commission), provided that reports and financial statements furnished to or filed with the Commission, and publicly available on XXXXX, or furnished on the Company’s website, shall be deemed to have been furnished to the Representatives under this Section 4(g); (h) During a period The Company agrees that, unless it obtains the prior consent of 30 days from the date Representatives, and each Underwriter represents and agrees that, unless it obtains the prior consent of this Agreementthe Company and the Representatives, it has not made and will not make any offer relating to the Securities that would constitute an Issuer Free Writing Prospectus (other than the Final Term Sheet). Each Underwriter agrees, unless it obtains the prior consent of the Company and the Representatives, not to take any action that would result in the Company being required to file with the Commission under Rule 433(d) under the Act a free writing prospectus prepared by or on behalf of such Underwriter that otherwise would not be required to be filed by the Company thereunder but for the action of such Underwriter (other than the Final Term Sheet). Any such Issuer Free Writing Prospectus, the use of which has been consented to by the Company and the Representatives, is listed on Schedule 1 hereto; (i) If immediately prior to the third anniversary of the initial effective time of the Registration Statement (the “Renewal Deadline”), any of the Securities remain unsold by the Underwriters, the Company will prior to the Renewal Deadline file, if it has not already done so and is eligible to do so, a new automatic shelf registration statement relating to the Securities, in a form satisfactory to the Representatives. If the Company is no longer eligible to file an automatic shelf registration statement, the Company will prior to the Renewal Deadline, if it has not already done so, file a new shelf registration statement relating to the Securities, in a form satisfactory to the Representatives, and will use its best efforts to cause such registration statement to be declared effective within 180 days after the Renewal Deadline. The Company will take all other action necessary or appropriate to permit the public offering and sale of the Securities to continue as contemplated in the expired registration statement relating to the Securities. References herein to the Registration Statement shall include such new automatic shelf registration statement or such new shelf registration statement, as the case may be. (j) If at any time when Securities remain unsold by the Underwriters the Company receives from the Commission a notice pursuant to Rule 401(g)(2) under the Act or otherwise ceases to be eligible to use the automatic shelf registration statement form, the Company will (1) promptly notify the Representatives, (2) promptly file a new registration statement or post-effective amendment on the proper form relating to the Securities, in a form satisfactory to the Representatives, (3) use its best efforts to cause such registration statement or post-effective amendment to be declared effective as soon as practicable, and (4) promptly notify the Representatives of such effectiveness. The Company will take all other action necessary or appropriate to permit the public offering and sale of the Securities to continue as contemplated in the registration statement that was the subject of the Rule 401(g)(2) notice or for which the Company has otherwise become ineligible. References herein to the Registration Statement shall include such new registration statement or post-effective amendment, as the case may be. (k) For the period specified below (the “Lock-Up Period”), the Company will not, directly or indirectly, take any of the following actions with respect to the Securities or any securities convertible into or exchangeable or exercisable for any of the Securities (“Lock-Up Securities”): (i) offer, sell, issue, contract to sell sell, pledge or otherwise dispose of Lock-Up Securities, (ii) offer, sell, issue, contract to sell, contract to purchase or grant any securities option, right or warrant to purchase Lock-Up Securities, (iii) enter into any swap, hedge or any other agreement that transfers, in whole or in part, the economic consequences of ownership of Lock-Up Securities, (iv) establish or increase a put equivalent position or liquidate or decrease a call equivalent position in Lock-Up Securities within the meaning of Section 16 of the Company which are substantially similar Exchange Act or (v) file with the Commission a registration statement under the Act relating to Lock-Up Securities, or publicly disclose the Shares and the Preferred Sharesintention to take any such action, without the prior written consent of the Representatives, which consent shall not be unreasonably withheld; providedexcept (1) grants of employee stock options or Lock-Up Securities, however, that the foregoing sentence shall not apply in each case pursuant to the Shares terms of an employee benefit plan in effect on the date hereof, and (2) issuances of Securities pursuant to be sold hereunder; (i) Not to take, directly or indirectly, any action designed to or that would constitute or that might reasonably be expected to cause or result in, under the Exchange Act or otherwise, stabilization or manipulation exercise of employee stock options outstanding on the price date hereof. The Lock-Up Period will commence on the date of any security of the Company to facilitate the sale or resale of the Shares; (j) To use the net proceeds received by it from the sale of the Shares in the manner specified in the Registration Statement, the Time of Sale Prospectus and the Final Prospectus under and continue for 90 days after such date or such earlier date to which the caption “Use of Proceeds”; and (k) To use its best efforts Representatives consent to effect the listing of the Shares on the NYSE within 30 days of the First Time of Delivery for the Sharesin writing.

Company Covenants. The Company agrees with each of the Underwriters of the Sharesany Securities: (ia) To prepare the Final Prospectus as amended and supplemented in relation to the Shares and the Preferred Shares applicable Securities in a form approved by the Representatives and to file timely file such Final Prospectus pursuant to Rule 424(b) under the Act; (ii) to make no further amendment or any supplement to the Registration Statement, the Time of Sale Prospectus Statement or the Final Prospectus as amended or supplemented after the date hereof of the Pricing Agreement relating to the applicable Securities and prior to the Time of Delivery Closing Date for the Shares such Securities unless the Representatives for such Securities shall have had a reasonable opportunity to review and comment upon any such amendment or supplement prior to any filing thereof; (iii) to advise the Representatives Representatives, promptly after it receives notice thereof, of the time when any such amendment to the Registration Statement has been filed or becomes effective or any supplement after such Time of Delivery to the Final Prospectus or any amended Final Prospectus has been filed and to furnish the Representatives with copies thereof; (iv) to file promptly all reports and any definitive proxy or information statements required to be filed by the Company with the Commission pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act for so long as the delivery of a prospectus is required in connection with the offering or sale of the Sharessuch Securities and, and during such same period period, to advise the Representatives, promptly after it receives notice thereof, of (I) the time when any amendment to the Registration Statement has been filed or becomes effective or any supplement or amendment to the Time of Sale Prospectus or the Final Prospectus has been filed with the Commission, (IIi) the issuance by the Commission of any stop order or of any order preventing or suspending the use of the Registration Statement, the Time of Sale Prospectus or the Final Prospectus, (IIIii) the suspension of the qualification of the Shares such Securities for offering or sale in any jurisdiction or of the initiation or threatening of any proceeding for any such purpose, or (IViii) any request by the Commission for the amending or supplementing of the Registration Statement, the Time of Sale Prospectus Statement or the Final Prospectus or for additional information; and, in the event of the issuance of any such stop order or of any such order preventing or suspending the use of the Time of Sale Prospectus or the Final Prospectus or suspending any such qualification, promptly to use promptly its best efforts to obtain the withdrawal of such order; (b) To furnish to you a copy of each proposed Issuer Free Writing Prospectus to be prepared by or on behalf of, used by, or referred to by the Company and not to use or refer to any proposed free writing prospectus without your consent; (c) Not to take any action that would result in an Underwriter or the Company being required to file with the Commission pursuant to Rule 433(d) under the Act a free writing prospectus prepared by or on behalf of the Underwriters that the Underwriters otherwise would not have been required to file thereunder; (d) If the Time of Sale Prospectus is being used to solicit offers to buy the Shares at a time when the Final Prospectus is not yet available to prospective purchasers, to furnish the Underwriters with copies of the Time of Sale Prospectus as amended or supplemented in such quantities as the Representatives may from time to time reasonably request, and if at such time any event shall have occurred as a result of which the Time of Sale Prospectus as then amended or supplemented would include an untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in light of the circumstances under which they were made when such Time of Sale Prospectus is delivered, not misleading, or, if for any other reason it shall be necessary during such period to amend or supplement the Time of Sale Prospectus or to file under the Exchange Act any document incorporated by reference in the Time of Sale Prospectus in order to comply with the Act or the Exchange Act, to notify the Representatives and upon their request to prepare and furnish without charge to each Underwriter and to any dealer in securities as many copies as the Representatives may from time to time reasonably request of an amended Time of Sale Prospectus or a supplement to the Time of Sale Prospectus which will correct such statement or omission or effect such compliance; (e) Promptly from time to time to take such action as the Representatives may reasonably request to qualify the Shares and the Preferred Shares such Securities for offering and sale under the securities and insurance securities laws of such jurisdictions as the Representatives may reasonably request and to comply with such laws so as to permit the continuance of sales and dealings therein in such jurisdictions for as so long as may be necessary to complete the distribution of the Sharessuch Securities, provided that in connection therewith, therewith the Company shall not be required to qualify as a foreign corporation or corporation, to file a general consent to service of process in any jurisdiction or to subject itself to taxation in respect of doing business in any jurisdiction in which it is not otherwise subject to such taxationsubject; (fc) To furnish the Underwriters with copies of the Final Prospectus (including as it may be amended or supplemented supplemented) in such quantities as the Representatives may from time to time reasonably request, and, if the delivery of a prospectus is required at any time in connection with the offering or sale of the Shares (or in lieu thereof the notice referred to in Rule 173(a) under the Act)such Securities, and if at such time any event shall have occurred as a result of which the Final Prospectus as then amended or supplemented would include an untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made when such Final Prospectus (or in lieu thereof the notice referred to in Rule 173(a) under the Act) is delivered, not misleading, or, if for any other reason it shall be necessary during such period to amend or supplement the Final Prospectus or to file under the Exchange Act any document incorporated by reference in the Final Prospectus in order to comply with the Act, the Exchange Act or the Exchange Trust Indenture Act, to notify the Representatives and upon their request to prepare and furnish without charge to each Underwriter and to any dealer in securities as many copies as the Representatives may from time to time reasonably request of an amended Final Prospectus or a supplement to the Final Prospectus which will correct such statement or omission or effect such compliance; and the Final Prospectus and any amendments or supplements thereto furnished to the Representatives shall be identical to the electronically transmitted copies thereof filed with the Commission pursuant to EDGAR, except to the extent permitted by Regulation S-T; (gd) To make xxxx generally available to its securityholders of the Company as soon as practicable, but in any event not later than eighteen months after the effective date of the Registration StatementStatement (as defined in Rule 158(c) under the Act), an earning earnings statement of the Company and its subsidiaries (which need not be audited) complying with Section 11(a) of the Act and the rules and regulations thereunderthereunder (including, at the option of the Company, Rule 158); (he) During a the period of 30 days beginning from the date of this Agreementthe Pricing Agreement for any Securities and continuing to and including the Closing Date for such Securities, not to offer, sell, contract to offer or sell or otherwise dispose of any debt securities of the Company other than (i) $1,000,000,000 aggregate principal amount of the Company's 5.00% Senior Notes Due 2015 and $1,000,000,000 aggregate principal amount of the Company's 5.70% Senior Notes Due 2015, each series of which are substantially similar to be issued by the Shares and Company on June 23, 2005 as described in a final prospectus supplement relating to such securities dated June 20, 2005, (ii) issuances of commercial paper by the Preferred SharesCompany, without or an affiliate of the Company, having a term not exceeding one year or (iii) with the prior written consent of the Representatives, which consent shall not be unreasonably withheld; provided, however, that the foregoing sentence shall not apply to the Shares to be sold hereunder;and (if) Not to take, directly or indirectly, any action designed to or that would constitute or that might reasonably be expected to cause or result in, under the Exchange Act or otherwise, stabilization or manipulation During a period of the price of any security of the Company to facilitate the sale or resale of the Shares; (j) To use the net proceeds received by it five years from the sale effective date of the Shares in the manner specified in the Registration Statement, to furnish to the Time Representatives copies of Sale Prospectus and the Final Prospectus under the caption “Use of Proceeds”; and all reports or other communications (kfinancial or other) To use its best efforts furnished to effect the listing stockholders of the Shares Company, and to furnish to the Representatives as soon as they are available, copies of any reports and financial statements furnished to or filed with the Commission or any national securities exchange on which the Securities or any class of securities of the Company is listed (such financial statements to be on a consolidated basis to the extent the accounts of the Company and its subsidiaries are consolidated in reports furnished to its stockholders generally or to the Commission), provided that reports and financial statements furnished to or filed with the Commission, and publicly available on EDGAR, or furnished on the NYSE within 30 days of Company's website, shall be deemed to have xxxx furnished to the First Time of Delivery for the SharesRepresentatives under this Section 4(f).

Company Covenants. The Company agrees with each of the Underwriters of the Sharesany Securities: (ia) To prepare the Final Prospectus as amended and supplemented in relation to the Shares and the Preferred Shares applicable Securities in a form approved by the Representatives and to file timely file such Final Prospectus pursuant to Rule 424(b) under the Act; (ii) to make no further amendment or any supplement to the Registration Statement, the Time of Sale Prospectus Statement or the Final Prospectus as amended or supplemented after the date hereof Applicable Time and prior to the Time of Delivery Closing Date for the Shares such Securities unless the Representatives for such Securities shall have had a reasonable opportunity to review and comment upon any such amendment or supplement prior to any filing thereof; (iii) to advise the Representatives Representatives, promptly after it receives notice thereof, of the time when any such amendment to the Registration Statement has been filed or becomes effective or any supplement after such Time of Delivery to the Final Prospectus or any amended Final Prospectus has been filed and to furnish the Representatives with copies thereof; (iv) to file promptly all reports and any definitive proxy or information statements required to be filed by the Company with the Commission pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act for so long as the delivery of a prospectus is required in connection with the offering or sale of the Sharessuch Securities and, and during such same period period, to advise the Representatives, promptly after it receives notice thereof, of (I) the time when any amendment to the Registration Statement has been filed or becomes effective or any supplement or amendment to the Time of Sale Prospectus or the Final Prospectus has been filed with the Commission, (IIi) the issuance by the Commission of any stop order or of any order preventing or suspending the use of the Registration Statement, the Time of Sale Prospectus or the Final Prospectus, (IIIii) the suspension of the qualification of the Shares such Securities for offering or sale in any jurisdiction or of the initiation or threatening of any proceeding for any such purpose, or (IViii) any request by the Commission for the amending or supplementing of the Registration Statement, the Time of Sale Prospectus Statement or the Final Prospectus or for additional information; and, in the event of the issuance of any such stop order or of any such order preventing or suspending the use of the Time of Sale Prospectus or the Final Prospectus or suspending any such qualification, promptly to use promptly its best efforts to obtain the withdrawal of such order; (b) To give the Representatives notice of any filings made pursuant to the Exchange Act or the regulations of the Commission thereunder within forty-eight hours prior to the Applicable Time; to give the Representatives notice of its intention to make any such filing from the Applicable Time to the Closing Date and to furnish the Representatives with copies of any such documents a reasonable amount of time prior to such proposed filing. The Company shall prepare the Final Term Sheet and file such Final Term Sheet as an Issuer Free Writing Prospectus within two business days after the date hereof; provided that the Company shall furnish the Representatives with copies of any such Final Term Sheet a reasonable amount of time prior to such proposed filing and will not use or file any such document to which the Representatives or counsel to the Representatives shall object; (c) Promptly from time to time to take such action as the Representatives may reasonably request to qualify such Securities for offering and sale under the securities laws of such jurisdictions as the Representatives may reasonably request and to comply with such laws so as to permit the continuance of sales and dealings therein in such jurisdictions for so long as may be necessary to complete the distribution of such Securities, provided that in connection therewith the Company shall not be required to qualify as a foreign corporation, to file a general consent to service of process in any jurisdiction or to subject itself to taxation in respect of doing business in any jurisdiction in which it is not otherwise subject; (d) To furnish to you the Representatives a copy of each proposed Issuer Free Writing Prospectus to be prepared by or on behalf of, used by, or referred to by the Company and not to use or refer to any proposed free Issuer Free Writing Prospectus to which the Representatives reasonably object; if at any time following issuance of an Issuer Free Writing Prospectus there occurred or occurs an event or development as a result of which such Issuer Free Writing Prospectus conflicted or would conflict with the information contained in the Registration Statement, the Disclosure Package, the Final Prospectus or any Preliminary Prospectus, to promptly notify the Representatives and, if requested by the Representatives, to promptly amend or supplement, at its own expense, such Issuer Free Writing Prospectus to eliminate or correct such conflict; provided, however, that this covenant shall not apply to any statements or omissions in an Issuer Free Writing Prospectus made in reliance upon and in conformity with information furnished in writing prospectus without your consentto the Company by any Underwriter expressly for use therein; (ce) Not to take any action that would result in an Underwriter or the Company being required to file with the Commission pursuant to Rule 433(d) under the Act a free writing prospectus prepared by or on behalf of the Underwriters that the Underwriters otherwise would not have been required to file thereunder; (d) If the Time of Sale Prospectus is being used to solicit offers to buy the Shares at a time when the Final Prospectus is not yet available to prospective purchasers, to To furnish the Underwriters with copies of any Issuer Free Writing Prospectus or the Time of Sale Final Prospectus as amended or supplemented in such quantities as the Representatives may from time to time reasonably request, and if if, at any time prior to the earlier of (i) the completion of the initial distribution by each of the Underwriters of the Securities purchased by such time Underwriter under this Agreement or (ii) the expiration of nine months after the date of the Final Prospectus, any event shall have occurred as a result of which any Issuer Free Writing Prospectus or the Time of Sale Final Prospectus as then amended or supplemented would include an untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made when such Time of Sale Issuer Free Writing Prospectus is or the Final Prospectus were delivered, not misleading, or, if for any other reason it shall be necessary during such period to amend or supplement any Issuer Free Writing Prospectus or the Time of Sale Final Prospectus or to file under the Exchange Act any document incorporated by reference in any Issuer Free Writing Prospectus or the Time of Sale Final Prospectus in order to comply with the Act or the Exchange Act, (i) to notify the Representatives and (ii) upon their request to prepare and furnish without charge to each Underwriter and to any dealer in securities as many copies as the Representatives may from time to time reasonably request of an amended Time of Sale Prospectus or a supplement to the Time of Sale Prospectus which will correct such statement or omission or effect such compliance; (e) Promptly from time to time to take such action as the Representatives may reasonably request to qualify the Shares and the Preferred Shares for offering and sale under the securities and insurance securities laws of such jurisdictions as the Representatives may request and to comply with such laws so as to permit the continuance of sales and dealings therein in such jurisdictions for as long as may be necessary to complete the distribution of the Shares, provided that in connection therewith, the Company shall not be required to qualify as a foreign corporation or to file a general consent to service of process in any jurisdiction or to subject itself to taxation in respect of doing business in any jurisdiction in which it is not otherwise subject to such taxation; (f) To furnish the Underwriters with copies of the Final Prospectus as amended or supplemented in such quantities as the Representatives may from time to time reasonably request, and, if the delivery of a prospectus is required at any time in connection with the offering or sale of the Shares (or in lieu thereof the notice referred to in Rule 173(a) under the Act), and if at such time any event shall have occurred as a result of which the Final Prospectus as then amended or supplemented would include an untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in light of the circumstances under which they were made when such Final Prospectus (or in lieu thereof the notice referred to in Rule 173(a) under the Act) is delivered, not misleading, or, if for any other reason it shall be necessary during such period to amend or supplement the Final Prospectus or to file under the Exchange Act any document incorporated by reference in the Final Prospectus in order to comply with the Act or the Exchange Act, to notify the Representatives and upon their request to prepare and furnish without charge to each Underwriter and to any dealer in securities as many copies as the Representatives may from time to time reasonably request of an amended Final Issuer Free Writing Prospectus or a supplement to the Final Prospectus which will correct such statement or omission or effect such compliance; and any Issuer Free Writing Prospectus and the Final Prospectus and any amendments or supplements thereto furnished to the Representatives shall be identical to the electronically transmitted copies thereof filed with the Commission pursuant to XXXXX, except to the extent permitted by Regulation S-T; (gf) To make generally available to its securityholders of the Company as soon as practicable, but in any event not later than eighteen months after the effective date of the Registration StatementStatement (as defined in Rule 158(c) under the Act), an earning earnings statement of the Company and its subsidiaries (which need not be audited) complying with Section 11(a) of the Act and the rules and regulations thereunderthereunder (including, at the option of the Company, Rule 158); (hg) During a the period of 30 days beginning from the date of this AgreementApplicable Time and continuing to and including the Closing Date for such Securities, not to offer, sell, contract to offer or sell or otherwise dispose of any debt securities of the Company which are substantially having pricing characteristics similar to the Shares and Securities, except, for the Preferred Sharesavoidance of doubt, debt securities issued under the Global Medium Term Note Program of Metropolitan Life Global Funding I, Euro Medium Term Note Program of MetLife Institutional Funding I, LLC, or any commercial paper program of, or sponsored by, the Company or any subsidiaries, exceeding an aggregate principal amount of $3 billion without the prior written consent of the Representatives, which consent shall not be unreasonably withheld; provided. (h) During a period of five years from the effective date of the Registration Statement, however, that the foregoing sentence shall not apply to furnish to the Shares Representatives copies of all reports or other communications (financial or other) furnished to stockholders of the Company, and to furnish to the Representatives as soon as they are available, copies of any reports and financial statements furnished to or filed with the Commission or any national securities exchange on which the Securities or any class of securities of the Company is listed (such financial statements to be sold hereunderon a consolidated basis to the extent the accounts of the Company and its subsidiaries are consolidated in reports furnished to its stockholders generally or to the Commission), provided that reports and financial statements furnished to or filed with the Commission, and publicly available on XXXXX, or furnished on the Company’s website, shall be deemed to have been furnished to the Representatives under this Section 4(h); (i) Not The Company agrees that, unless it obtains the prior consent of the Representatives, and each Underwriter represents and agrees that, unless it obtains the prior consent of the Company and the Representatives, it has not made and will not make any offer relating to take, directly or indirectly, any action designed to or the Securities that would constitute an Issuer Free Writing Prospectus (other than, for the avoidance of doubt, any Bloomberg L.P. or that might reasonably be expected other electronic communication regarding any preliminary term sheets or comparable bond prices and the Final Term Sheet filed pursuant to cause or result inSection 4(b) hereto). Each Underwriter agrees, under unless it obtains the Exchange Act or otherwise, stabilization or manipulation of the price of any security prior consent of the Company and the Representatives, not to facilitate take any action that would result in the sale Company being required to file with the Commission under Rule 433(d) under the Act a free writing prospectus prepared by or resale on behalf of such Underwriter that otherwise would not be required to be filed by the Shares;Company thereunder but for the action of such Underwriter (other than, for the avoidance of doubt, the Final Term Sheet filed pursuant to Section 4(b) hereto); and (j) To use The Company agrees to promptly notify the net proceeds received by it from the sale Representatives if A.M. Best & Co., Fitch Ratings (“Fitch”), Xxxxx’x Investors Service (“Xxxxx’x”) and Standard & Poor’s Ratings Services (“S&P”) or any other “nationally recognized statistical rating organization,” as that term is defined in Section 3(a)(62) of the Shares in Exchange Act, has given notice of any intended or potential downgrading or any review for a possible change of its rating of any debt security or the manner specified in financial strength or the Registration Statement, the Time of Sale Prospectus and the Final Prospectus under the caption “Use of Proceeds”; and (k) To use its best efforts to effect the listing claims paying ability of the Shares on the NYSE within 30 days of the First Time of Delivery for the SharesCompany or any Significant Subsidiary.

Company Covenants. The Company agrees with each of the Underwriters of the Sharesany Securities: (ia) To prepare the Final Prospectus as amended and supplemented in relation to the Shares and the Preferred Shares applicable Securities in a form approved by the Representatives and to file timely file such Final Prospectus pursuant to Rule 424(b) under the Act; (ii) to make no further amendment or any supplement to the Registration Statement, the Time of Sale Prospectus Statement or the Final Prospectus as amended or supplemented after the date hereof of the Pricing Agreement relating to the applicable Securities and prior to the Time of Delivery Closing Date for the Shares such Securities unless the Representatives for such Securities shall have had a reasonable opportunity to review and comment upon any such amendment or supplement prior to any filing thereof; (iii) to advise the Representatives Representatives, promptly after it receives notice thereof, of the time when any such amendment to the Registration Statement has been filed or becomes effective or any supplement after such Time of Delivery to the Final Prospectus or any amended Final Prospectus has been filed and to furnish the Representatives with copies thereof; (iv) to file promptly all reports and any definitive proxy or information statements required to be filed by the Company with the Commission pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act for so long as the delivery of a prospectus is required in connection with the offering or sale of the Sharessuch Securities and, and during such same period period, to advise the Representatives, promptly after it receives notice thereof, of (I) the time when any amendment to the Registration Statement has been filed or becomes effective or any supplement or amendment to the Time of Sale Prospectus or the Final Prospectus has been filed with the Commission, (IIi) the issuance by the Commission of any stop order or of any order preventing or suspending the use of the Registration Statement, the Time of Sale Prospectus or the Final Prospectus, (IIIii) the suspension of the qualification of the Shares such Securities for offering or sale in any jurisdiction or of the initiation or threatening of any proceeding for any such purpose, or (IViii) any request by the Commission for the amending or supplementing of the Registration Statement, the Time of Sale Prospectus Statement or the Final Prospectus or for additional information; and, in the event of the issuance of any such stop order or of any such order preventing or suspending the use of the Time of Sale Prospectus or the Final Prospectus or suspending any such qualification, promptly to use promptly its best efforts to obtain the withdrawal of such order; (b) To furnish to you a copy of each proposed Issuer Free Writing Prospectus to be prepared by or on behalf of, used by, or referred to by the Company and not to use or refer to any proposed free writing prospectus without your consent; (c) Not to take any action that would result in an Underwriter or the Company being required to file with the Commission pursuant to Rule 433(d) under the Act a free writing prospectus prepared by or on behalf of the Underwriters that the Underwriters otherwise would not have been required to file thereunder; (d) If the Time of Sale Prospectus is being used to solicit offers to buy the Shares at a time when the Final Prospectus is not yet available to prospective purchasers, to furnish the Underwriters with copies of the Time of Sale Prospectus as amended or supplemented in such quantities as the Representatives may from time to time reasonably request, and if at such time any event shall have occurred as a result of which the Time of Sale Prospectus as then amended or supplemented would include an untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in light of the circumstances under which they were made when such Time of Sale Prospectus is delivered, not misleading, or, if for any other reason it shall be necessary during such period to amend or supplement the Time of Sale Prospectus or to file under the Exchange Act any document incorporated by reference in the Time of Sale Prospectus in order to comply with the Act or the Exchange Act, to notify the Representatives and upon their request to prepare and furnish without charge to each Underwriter and to any dealer in securities as many copies as the Representatives may from time to time reasonably request of an amended Time of Sale Prospectus or a supplement to the Time of Sale Prospectus which will correct such statement or omission or effect such compliance; (e) Promptly from time to time to take such action as the Representatives may reasonably request to qualify the Shares and the Preferred Shares such Securities for offering and sale under the securities and insurance securities laws of such jurisdictions as the Representatives may reasonably request and to comply with such laws so as to permit the continuance of sales and dealings therein in such jurisdictions for as so long as may be necessary to complete the distribution of the Sharessuch Securities, provided that in connection therewith, therewith the Company shall not be required to qualify as a foreign corporation or corporation, to file a general consent to service of process in any jurisdiction or to subject itself to taxation in respect of doing business in any jurisdiction in which it is not otherwise subject to such taxationsubject; (fc) To furnish the Underwriters with copies of the Final Prospectus (including as it may be amended or supplemented supplemented) in such quantities as the Representatives may from time to time reasonably request, and, if the delivery of a prospectus is required at any time in connection with the offering or sale of the Shares (or in lieu thereof the notice referred to in Rule 173(a) under the Act)such Securities, and if at such time any event shall have occurred as a result of which the Final Prospectus as then amended or supplemented would include an untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made when such Final Prospectus (or in lieu thereof the notice referred to in Rule 173(a) under the Act) is delivered, not misleading, or, if for any other reason it shall be necessary during such period to amend or supplement the Final Prospectus or to file under the Exchange Act any document incorporated by reference in the Final Prospectus in order to comply with the Act, the Exchange Act or the Exchange Trust Indenture Act, to notify the Representatives and upon their request to prepare and furnish without charge to each Underwriter and to any dealer in securities as many copies as the Representatives may from time to time reasonably request of an amended Final Prospectus or a supplement to the Final Prospectus which will correct such statement or omission or effect such compliance; and the Final Prospectus and any amendments or supplements thereto furnished to the Representatives shall be identical to the electronically transmitted copies thereof filed with the Commission pursuant to EXXXX, except to the extent permitted by Regulation S-T; (gd) To make generally available to its securityholders of the Company as soon as practicable, but in any event not later than eighteen months after the effective date of the Registration StatementStatement (as defined in Rule 158(c) under the Act), an earning earnings statement of the Company and its subsidiaries (which need not be audited) complying with Section 11(a) of the Act and the rules and regulations thereunderthereunder (including, at the option of the Company, Rule 158); (he) During a the period of 30 days beginning from the date of this Agreementthe Pricing Agreement for any Securities and continuing to and including the Closing Date for such Securities, not to offer, sell, contract to sell or otherwise dispose of any securities of the Company (other than pursuant to employee stock option plans existing, or on the conversion or exchange of convertible or exchangeable securities outstanding on the date of such Pricing Agreement) which are substantially similar to the Shares and the Preferred Sharessuch Securities, without the prior written consent of the Representatives, which consent shall not be unreasonably withheld; provided, however, that the foregoing sentence shall not apply to the Shares to be sold hereunder;and (if) Not to take, directly or indirectly, any action designed to or that would constitute or that might reasonably be expected to cause or result in, under the Exchange Act or otherwise, stabilization or manipulation During a period of the price of any security of the Company to facilitate the sale or resale of the Shares; (j) To use the net proceeds received by it five years from the sale effective date of the Shares in the manner specified in the Registration Statement, to furnish to the Time Representatives copies of Sale Prospectus and the Final Prospectus under the caption “Use of Proceeds”; and all reports or other communications (kfinancial or other) To use its best efforts furnished to effect the listing stockholders of the Shares Company, and to deliver to the Representatives as soon as they are available, copies of any reports and financial statements furnished to or filed with the Commission or any national securities exchange on which the NYSE within 30 days Securities or any class of securities of the First Time Company is listed (such financial statements to be on a consolidated basis to the extent the accounts of Delivery for the SharesCompany and its subsidiaries are consolidated in reports furnished to its stockholders generally or to the Commission).

Company Covenants. The Company agrees with each of the Underwriters of the Sharesany Securities: (ia) To prepare the Final Prospectus as amended and supplemented in relation to the Shares and the Preferred Shares applicable Securities in a form approved by the Representatives and to file timely file such Final Prospectus pursuant to Rule 424(b) under the Act; (ii) to make no further amendment or any supplement to the Registration Statement, the Time of Sale Prospectus Statement or the Final Prospectus as amended or supplemented after the date hereof Applicable Time and prior to the Time of Delivery Closing Date for the Shares such Securities unless the Representatives for such Securities shall have had a reasonable opportunity to review and comment upon any such amendment or supplement prior to any filing thereof; (iii) to advise the Representatives Representatives, promptly after it receives notice thereof, of the time when any such amendment to the Registration Statement has been filed or becomes effective or any supplement after such Time of Delivery to the Final Prospectus or any amended Final Prospectus has been filed and to furnish the Representatives with copies thereof; (iv) to file promptly all reports and any definitive proxy or information statements required to be filed by the Company with the Commission pursuant to Section Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act for so long as the delivery of a prospectus is required in connection with the offering or sale of the Sharessuch Securities and, and during such same period period, to advise the Representatives, promptly after it receives notice thereof, of (I) the time when any amendment to the Registration Statement has been filed or becomes effective or any supplement or amendment to the Time of Sale Prospectus or the Final Prospectus has been filed with the Commission, (IIi) the issuance by the Commission of any stop order or of any order preventing or suspending the use of the Registration Statement, the Time of Sale Prospectus or the Final Prospectus, (IIIii) the suspension of the qualification of the Shares such Securities for offering or sale in any jurisdiction or of the initiation or threatening of any proceeding for any such purpose, or (IViii) any request by the Commission for the amending or supplementing of the Registration Statement, the Time of Sale Prospectus Statement or the Final Prospectus or for additional information; and, in the event of the issuance of any such stop order or of any such order preventing or suspending the use of the Time of Sale Prospectus or the Final Prospectus or suspending any such qualification, promptly to use promptly its best efforts to obtain the withdrawal of such order; (b) To give the Representatives notice of its intention to make any filing pursuant to the Exchange Act or the regulations of the Commission thereunder from the Applicable Time to the Closing Date and to furnish the Representatives with copies of any such documents a reasonable amount of time prior to such proposed filing. The Company shall prepare the Final Term Sheet and file such Final Term Sheet as an Issuer Free Writing Prospectus within two business days after the date hereof; provided that the Company shall furnish the Representatives with copies of any such Final Term Sheet a reasonable amount of time prior to such proposed filing and will not use or file any such document to which the Representatives or counsel to the Representatives shall object; (c) Promptly from time to time to take such action as the Representatives may reasonably request to qualify such Securities for offering and sale under the securities laws of such jurisdictions as the Representatives may reasonably request and to comply with such laws so as to permit the continuance of sales and dealings therein in such jurisdictions for so long as may be necessary to complete the distribution of such Securities, provided that in connection therewith the Company shall not be required to qualify as a foreign corporation, to file a general consent to service of process in any jurisdiction or to subject itself to taxation in respect of doing business in any jurisdiction in which it is not otherwise subject; (d) To furnish to you the Representatives a copy of each proposed Issuer Free Writing Prospectus to be prepared by or on behalf of, used by, or referred to by the Company and not to use or refer to any proposed free Issuer Free Writing Prospectus to which the Representatives reasonably object; if at any time following issuance of an Issuer Free Writing Prospectus there occurred or occurs an event or development as a result of which such Issuer Free Writing Prospectus conflicted or would conflict with the information contained in the Registration Statement, the Disclosure Package, the Final Prospectus or any Preliminary Prospectus, to promptly notify the Representatives and, if requested by the Representatives, to promptly amend or supplement, at its own expense, such Issuer Free Writing Prospectus to eliminate or correct such conflict; provided, however, that this covenant shall not apply to any statements or omissions in an Issuer Free Writing Prospectus made in reliance upon and in conformity with information furnished in writing prospectus without your consentto the Company by any Underwriter expressly for use therein; (ce) Not to take any action that would result in an Underwriter or the Company being required to file with the Commission pursuant to Rule 433(d) under the Act a free writing prospectus prepared by or on behalf of the Underwriters that the Underwriters otherwise would not have been required to file thereunder; (d) If the Time of Sale Prospectus is being used to solicit offers to buy the Shares at a time when the Final Prospectus is not yet available to prospective purchasers, to To furnish the Underwriters with copies of any Issuer Free Writing Prospectus or the Time of Sale Final Prospectus as amended or supplemented in such quantities as the Representatives may from time to time reasonably request, and if if, at any time prior to the earlier of (i) the completion of the initial distribution by each of the Underwriters of the Securities purchased by such time Underwriter under this Agreement and (ii) the expiration of nine months after the date of the Final Prospectus, any event shall have occurred as a result of which any Issuer Free Writing Prospectus or the Time of Sale Final Prospectus as then amended or supplemented would include an untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made when such Time of Sale Issuer Free Writing Prospectus is or the Final Prospectus were delivered, not misleading, or, if for any other reason it shall be necessary during such period to amend or supplement any Issuer Free Writing Prospectus or the Time of Sale Final Prospectus or to file under the Exchange Act any document incorporated by reference in any Issuer Free Writing Prospectus or the Time of Sale Final Prospectus in order to comply with the Act or the Exchange Act, (i) to notify the Representatives and (ii) upon their request to prepare and furnish without charge to each Underwriter and to any dealer in securities as many copies as the Representatives may from time to time reasonably request of an amended Time of Sale Issuer Free Writing Prospectus or a supplement to the Time of Sale Prospectus which will correct such statement or omission or effect such compliance; (e) Promptly from time to time to take such action as the Representatives may reasonably request to qualify the Shares and the Preferred Shares for offering and sale under the securities and insurance securities laws of such jurisdictions as the Representatives may request and to comply with such laws so as to permit the continuance of sales and dealings therein in such jurisdictions for as long as may be necessary to complete the distribution of the Shares, provided that in connection therewith, the Company shall not be required to qualify as a foreign corporation or to file a general consent to service of process in any jurisdiction or to subject itself to taxation in respect of doing business in any jurisdiction in which it is not otherwise subject to such taxation; (f) To furnish the Underwriters with copies of the Final Prospectus as amended or supplemented in such quantities as the Representatives may from time to time reasonably request, and, if the delivery of a prospectus is required at any time in connection with the offering or sale of the Shares (or in lieu thereof the notice referred to in Rule 173(a) under the Act), and if at such time any event shall have occurred as a result of which the Final Prospectus as then amended or supplemented would include an untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in light of the circumstances under which they were made when such Final Prospectus (or in lieu thereof the notice referred to in Rule 173(a) under the Act) is delivered, not misleading, or, if for any other reason it shall be necessary during such period to amend or supplement the Final Prospectus or to file under the Exchange Act any document incorporated by reference in the Final Prospectus in order to comply with the Act or the Exchange Act, to notify the Representatives and upon their request to prepare and furnish without charge to each Underwriter and to any dealer in securities as many copies as the Representatives may from time to time reasonably request of an amended Final Prospectus or a supplement to the Final Prospectus which will correct such statement or omission or effect such compliance; and any Issuer Free Writing Prospectus and the Final Prospectus and any amendments or supplements thereto furnished to the Representatives shall be identical to the electronically transmitted copies thereof filed with the Commission pursuant to XXXXX, except to the extent permitted by Regulation S-T; (gf) To make generally available to its securityholders of the Company as soon as practicable, but in any event not later than eighteen months after the effective date of the Registration StatementStatement (as defined in Rule 158(c) under the Act), an earning earnings statement of the Company and its subsidiaries (which need not be audited) complying with Section 11(a) of the Act and the rules and regulations thereunderthereunder (including, at the option of the Company, Rule 158); (hg) During a the period of 30 days beginning from the date of this AgreementApplicable Time and continuing to and including the Closing Date for such Securities, not to offer, sell, contract to offer or sell or otherwise dispose of any debt securities of the Company which are substantially having pricing characteristics similar to the Shares and Securities exceeding an aggregate principal amount of $3 billion, except, for the Preferred Sharesavoidance of doubt, debt securities issued under the Global Medium Term Note Program of Metropolitan Life Global Funding I, Global Medium Term Note Program of MetLife Institutional Funding II, or any commercial paper program of, or sponsored by, the Company or any subsidiaries, without the prior written consent of the Representatives, which consent shall not be unreasonably withheld; provided; (h) During a period of five years from the effective date of the Registration Statement, however, that the foregoing sentence shall not apply to furnish to the Shares Representatives copies of all reports or other communications (financial or other) furnished to stockholders of the Company, and to furnish to the Representatives as soon as they are available, copies of any reports and financial statements furnished to or filed with the Commission or any national securities exchange on which the Securities or any class of securities of the Company is listed (such financial statements to be sold hereunderon a consolidated basis to the extent the accounts of the Company and its subsidiaries are consolidated in reports furnished to its stockholders generally or to the Commission), provided that reports and financial statements furnished to or filed with the Commission, and publicly available on XXXXX, or furnished on the Company’s website, shall be deemed to have been furnished to the Representatives under this Section 4(h); (i) Not The Company agrees that, unless it obtains the prior consent of the Representatives, and each Underwriter represents and agrees that, unless it obtains the prior consent of the Company and the Representatives, it has not made and will not make any offer relating to take, directly or indirectly, any action designed to or the Securities that would constitute an Issuer Free Writing Prospectus (other than, for the avoidance of doubt, any Bloomberg L.P. or that might reasonably be expected other electronic communication regarding any preliminary term sheets or comparable bond prices and the Final Term Sheet filed pursuant to cause or result inSection 4(b) hereto). Each Underwriter agrees, under unless it obtains the Exchange Act or otherwise, stabilization or manipulation of the price of any security prior consent of the Company and the Representatives, not to facilitate take any action that would result in the sale Company being required to file with the Commission under Rule 433(d) under the Act a free writing prospectus prepared by or resale on behalf of such Underwriter that otherwise would not be required to be filed by the Shares;Company thereunder but for the action of such Underwriter (other than, for the avoidance of doubt, the Final Term Sheet filed pursuant to Section 4(b) hereto); and (j) To The Company agrees to use the net proceeds received by it the Company from the sale of the Shares Securities pursuant to this Agreement in the manner specified in the Registration Statement, the Time of Sale Prospectus and the Final Prospectus under the caption “Use of Proceeds”; and (k) To use its best efforts to effect the listing of the Shares on the NYSE within 30 days of the First Time of Delivery for the SharesPricing Prospectus.

Company Covenants. The Company agrees with each of the Underwriters of the Sharesany Securities: (ia) To prepare the Final Prospectus as amended and supplemented in relation to the Shares and the Preferred Shares applicable Securities in a form approved by the Representatives and to file timely file such Final Prospectus pursuant to Rule 424(b) under the Act; (ii) to make no further amendment or any supplement to the Registration Statement, the Time of Sale Prospectus Statement or the Final Prospectus as amended or supplemented after the date hereof of the Pricing Agreement relating to the applicable Securities and prior to the Time of Delivery Closing Date for the Shares such Securities unless the Representatives for such Securities shall have had a reasonable opportunity to review and comment upon any such amendment or supplement prior to any filing thereof; (iii) to advise the Representatives Representatives, promptly after it receives notice thereof, of the time when any such amendment to the Registration Statement has been filed or becomes effective or any supplement after such Time of Delivery to the Final Prospectus or any amended Final Prospectus has been filed and to furnish the Representatives with copies thereof; (iv) to file promptly all reports and any definitive proxy or information statements required to be filed by the Company with the Commission pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act for so long as the delivery of a prospectus is required in connection with the offering or sale of the Sharessuch Securities and, and during such same period period, to advise the Representatives, promptly after it receives notice thereof, of (I) the time when any amendment to the Registration Statement has been filed or becomes effective or any supplement or amendment to the Time of Sale Prospectus or the Final Prospectus has been filed with the Commission, (IIi) the issuance by the Commission of any stop order or of any order preventing or suspending the use of the Registration Statement, the Time of Sale Prospectus or the Final Prospectus, (IIIii) the suspension of the qualification of the Shares such Securities for offering or sale in any jurisdiction or of the initiation or threatening of any proceeding for any such purpose, or (IViii) any request by the Commission for the amending or supplementing of the Registration Statement, the Time of Sale Prospectus Statement or the Final Prospectus or for additional information; and, in the event of the issuance of any such stop order or of any such order preventing or suspending the use of the Time of Sale Prospectus or the Final Prospectus or suspending any such qualification, promptly to use promptly its best efforts to obtain the withdrawal of such order; (b) To furnish to you a copy of each proposed Issuer Free Writing Prospectus to be prepared by or on behalf of, used by, or referred to by the Company and not to use or refer to any proposed free writing prospectus without your consent; (c) Not to take any action that would result in an Underwriter or the Company being required to file with the Commission pursuant to Rule 433(d) under the Act a free writing prospectus prepared by or on behalf of the Underwriters that the Underwriters otherwise would not have been required to file thereunder; (d) If the Time of Sale Prospectus is being used to solicit offers to buy the Shares at a time when the Final Prospectus is not yet available to prospective purchasers, to furnish the Underwriters with copies of the Time of Sale Prospectus as amended or supplemented in such quantities as the Representatives may from time to time reasonably request, and if at such time any event shall have occurred as a result of which the Time of Sale Prospectus as then amended or supplemented would include an untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in light of the circumstances under which they were made when such Time of Sale Prospectus is delivered, not misleading, or, if for any other reason it shall be necessary during such period to amend or supplement the Time of Sale Prospectus or to file under the Exchange Act any document incorporated by reference in the Time of Sale Prospectus in order to comply with the Act or the Exchange Act, to notify the Representatives and upon their request to prepare and furnish without charge to each Underwriter and to any dealer in securities as many copies as the Representatives may from time to time reasonably request of an amended Time of Sale Prospectus or a supplement to the Time of Sale Prospectus which will correct such statement or omission or effect such compliance; (e) Promptly from time to time to take such action as the Representatives may reasonably request to qualify the Shares and the Preferred Shares such Securities for offering and sale under the securities and insurance securities laws of such jurisdictions in the United States as the Representatives may reasonably request and to comply with such laws so as to permit the continuance of sales and dealings therein in such jurisdictions for as so long as may be necessary to complete the distribution of the Sharessuch Securities, provided that in connection therewith, therewith the Company shall not be required to qualify as a foreign corporation or corporation, to file a general consent to service of process in any jurisdiction or to subject itself to taxation in respect of doing business in any jurisdiction in which it is not otherwise subject to such taxationsubject; (fc) To furnish the Underwriters with copies of the Final Prospectus (including as it may be amended or supplemented supplemented) in such quantities as the Representatives may from time to time reasonably request, and, if the delivery of a prospectus is required at any time in connection with the offering or sale of the Shares (or in lieu thereof the notice referred to in Rule 173(a) under the Act)such Securities, and if at such time any event shall have occurred as a result of which the Final Prospectus as then amended or supplemented would include an untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made when such Final Prospectus (or in lieu thereof the notice referred to in Rule 173(a) under the Act) is delivered, not misleading, or, if for any other reason it shall be necessary during such period to amend or supplement the Final Prospectus or to file under the Exchange Act any document incorporated by reference in the Final Prospectus in order to comply with the Act, the Exchange Act or the Exchange Trust Indenture Act, to notify the Representatives and upon their request to prepare and furnish without charge to each Underwriter and to any dealer in securities as many copies as the Representatives may from time to time reasonably request of an amended Final Prospectus or a supplement to the Final Prospectus which will correct such statement or omission or effect such compliance; and the Final Prospectus and any amendments or supplements thereto furnished to the Representatives shall be identical to the electronically transmitted copies thereof filed with the Commission pursuant to EDGAR, except to the extent permitted by Regulation S-T; (gd) To make generally available to its securityholders of the Company as soon as practicable, but in any event not later than eighteen months after the effective date of the Registration StatementStatement (as defined in Rule 158(c) under the Act), an earning earnings statement of the Company and its subsidiaries (which need not be audited) complying with Section 11(a) of the Act and the rules and regulations thereunderthereunder (including, at the option of the Company, Rule 158); (he) During a Except for the planned offering by the Company of securities immediately subsequent to the date hereof which offering has been disclosed to Merrill Lynch, Pierce, Fenner & Smith Incorporated, during the period of 30 days xxxxxxxng from the date of this Agreementxx xxe Pxxxxxg Agreement for any Securities and continuing to and including the Closing Date for such Securities, not to offer, sell, contract to sell or otherwise dispose of any securities of the Company (other than pursuant to employee stock option plans existing, or on the conversion or exchange of convertible or exchangeable securities outstanding on the date of such Pricing Agreement) which are substantially similar to the Shares and the Preferred Sharessuch Securities, without the prior written consent of the Representatives, which consent shall not be unreasonably withheld; provided, however, that the foregoing sentence shall not apply to the Shares to be sold hereunder;and (if) Not to take, directly or indirectly, any action designed to or that would constitute or that might reasonably be expected to cause or result in, under the Exchange Act or otherwise, stabilization or manipulation During a period of the price of any security of the Company to facilitate the sale or resale of the Shares; (j) To use the net proceeds received by it five years from the sale effective date of the Shares in the manner specified in the Registration Statement, to furnish to the Time Representatives copies of Sale Prospectus and the Final Prospectus under the caption “Use of Proceeds”; and all reports or other communications (kfinancial or other) To use its best efforts furnished to effect the listing stockholders of the Shares Company, and to deliver to the Representatives as soon as they are available, copies of any reports and financial statements furnished to or filed with the Commission or any national securities exchange on which the NYSE within 30 days Securities or any class of securities of the First Time Company is listed (such financial statements to be on a consolidated basis to the extent the accounts of Delivery for the SharesCompany and its subsidiaries are consolidated in reports furnished to its stockholders generally or to the Commission).

Company Covenants. The Company agrees with each of the Underwriters of the SharesRemarketing Agent: (ia) To prepare the Final Prospectus as amended and supplemented in relation to the Shares and the Preferred Shares applicable Remarketed Securities in a form approved by the Representatives Remarketing Agent and to file timely file such Final Prospectus pursuant to Rule 424(b) under the Securities Act; (ii) to make no further amendment or any supplement to the Registration Statement, the Time of Sale Prospectus Statement or the Final Prospectus as amended or supplemented after the date hereof Applicable Time and prior to the Time of Delivery Remarketing Settlement Date for the Shares such Remarketed Securities unless the Representatives Remarketing Agents for such Remarketed Securities shall have had a reasonable opportunity to review and comment upon any such amendment or supplement prior to any filing thereof; (iii) to advise the Representatives Remarketing Agents, promptly after it receives notice thereof, of the time when any such amendment to the Registration Statement has been filed or becomes effective or any supplement after such Time of Delivery to the Final Prospectus or any amended Final Prospectus has been filed and to furnish the Representatives Remarketing Agents with copies thereof; (iv) to file promptly all reports and any definitive proxy or information statements required to be filed by the Company with the Commission pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act for so long as the delivery of a prospectus is required in connection with the offering or sale remarketing of the Sharessuch Remarketed Securities and, and during such same period period, to advise the RepresentativesRemarketing Agents, promptly after it receives notice thereof, of (I) the time when any amendment to the Registration Statement has been filed or becomes effective or any supplement or amendment to the Time of Sale Prospectus or the Final Prospectus has been filed with the Commission, (IIi) the issuance by the Commission of any stop order or of any order preventing or suspending the use of the Registration Statement, the Time of Sale Prospectus or the Final Prospectus, (IIIii) the suspension of the qualification of the Shares such Remarketed Securities for offering or sale remarketing in any jurisdiction or of the initiation or threatening of any proceeding for any such purpose, or (IViii) any request by the Commission for the amending or supplementing of the Registration Statement, the Time of Sale Prospectus Statement or the Final Prospectus or for additional information; and, in the event of the issuance of any such stop order or of any such order preventing or suspending the use of the Time of Sale Prospectus or the Final Prospectus or suspending any such qualification, promptly to use promptly its best efforts to obtain the withdrawal of such order; (b) To give the Remarketing Agents notice of any filings made pursuant to the Exchange Act or the regulations of the Commission thereunder within forty-eight hours prior to the Applicable Time; to give the Remarketing Agents notice of its intention to make any such filing from the Applicable Time to the Remarketing Settlement Date and to furnish the Remarketing Agents with copies of any such documents a reasonable amount of time prior to you a copy of each such proposed filing. The Company will prepare the Final Term Sheet and shall file such Final Term Sheet as an Issuer Free Writing Prospectus prior to be prepared by or on behalf of, used by, or referred to by the close of business two business days after the date hereof; provided that the Company shall furnish the Remarketing Agents with copies of any such Final Term Sheet a reasonable amount of time prior to such proposed filing and will not to use or refer file any such document to any proposed free writing prospectus without your consentwhich the Remarketing Agents or counsel to the Remarketing Agents shall object; (c) Not to take any action that would result in an Underwriter or the Company being required to file with the Commission pursuant to Rule 433(d) under the Act a free writing prospectus prepared by or on behalf of the Underwriters that the Underwriters otherwise would not have been required to file thereunder; (d) If the Time of Sale Prospectus is being used to solicit offers to buy the Shares at a time when the Final Prospectus is not yet available to prospective purchasers, to furnish the Underwriters with copies of the Time of Sale Prospectus as amended or supplemented in such quantities as the Representatives may from time to time reasonably request, and if at such time any event shall have occurred as a result of which the Time of Sale Prospectus as then amended or supplemented would include an untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in light of the circumstances under which they were made when such Time of Sale Prospectus is delivered, not misleading, or, if for any other reason it shall be necessary during such period to amend or supplement the Time of Sale Prospectus or to file under the Exchange Act any document incorporated by reference in the Time of Sale Prospectus in order to comply with the Act or the Exchange Act, to notify the Representatives and upon their request to prepare and furnish without charge to each Underwriter and to any dealer in securities as many copies as the Representatives may from time to time reasonably request of an amended Time of Sale Prospectus or a supplement to the Time of Sale Prospectus which will correct such statement or omission or effect such compliance; (e) Promptly from time to time to take such action as the Representatives Remarketing Agents may reasonably request to qualify the Shares and the Preferred Shares Remarketed Securities for offering and sale under the securities and insurance securities laws of such jurisdictions as the Representatives Remarketing Agents may reasonably request and to comply with such laws so as to permit the continuance of sales and dealings therein in such jurisdictions for as so long as may be necessary to complete the distribution of the Sharessuch Remarketed Securities, provided that in connection therewith, therewith the Company shall not be required to qualify as a foreign corporation or corporation, to file a general consent to service of process in any jurisdiction or to subject itself to taxation in respect of doing business in any jurisdiction in which it is not otherwise subject to such taxationsubject; (fd) To furnish to the Remarketing Agents a copy of each proposed Issuer Free Writing Prospectus prepared by or on behalf of, used by, or referred to by the Company and not to use or refer to any proposed Issuer Free Writing Prospectus to which the Remarketing Agents reasonably object; if at any time following issuance of an Issuer Free Writing Prospectus there occurred or occurs an event or development as a result of which such Issuer Free Writing Prospectus conflicted or would conflict with the information contained in the Registration Statement, any Preliminary Prospectus or the Final Prospectus or included or would include an untrue statement of a material fact or omitted or would omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances prevailing at that subsequent time, not misleading, to promptly notify the Remarketing Agents and, if requested by the Remarketing Agents, to promptly amend or supplement, at its own expense, such Issuer Free Writing Prospectus to eliminate or correct such conflict, untrue statement or omission; provided, however, that this covenant shall not apply to any statements or omissions in an Issuer Free Writing Prospectus made in reliance upon and in conformity with information furnished in writing to the Company by any Remarketing Agent expressly for use therein; (e) To furnish the Underwriters Remarketing Agents with written and electronic copies of any Issuer Free Writing Prospectus or the Final Prospectus as amended or supplemented in such quantities as the Representatives Remarketing Agents may from time to time reasonably request, and, if the delivery of a prospectus is required at any time in connection with prior to the offering or sale earlier of the Shares (distribution of the Remarketed Securities or in lieu thereof the notice referred to in Rule 173(a) under expiration of nine months after the Act)date of the Final Prospectus, and if at such time any event shall have occurred as a result of which any Issuer Free Writing Prospectus or the Final Prospectus as then amended or supplemented would include an untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made when such Issuer Free Writing Prospectus or the Final Prospectus (or in lieu thereof the notice referred to in Rule 173(a) under the Act) is were delivered, not misleading, or, if for any other reason it shall be necessary during such period to amend or supplement any Issuer Free Writing Prospectus or the Final Prospectus or to file under the Exchange Act any document incorporated by reference in any Issuer Free Writing Prospectus or the Final Prospectus in order to comply with the Securities Act, the Exchange Act or the Exchange Trust Indenture Act, to notify the Representatives Remarketing Agents and upon their request to prepare and furnish without charge to each Underwriter Remarketing Agent and to any dealer in securities as many copies as the Representatives Remarketing Agent may from time to time reasonably request of an amended Final Issuer Free Writing Prospectus or a supplement to the Final Prospectus which will correct such statement or omission or effect such compliance; and any Issuer Free Writing Prospectus and the Final Prospectus and any amendments or supplements thereto furnished to the Remarketing Agents shall be identical to the electronically transmitted copies thereof filed with the Commission pursuant to XXXXX, except to the extent permitted by Regulation S-T; (gf) To make generally available to its securityholders of the Company as soon as practicable, but in any event not later than eighteen months after the effective date of the Registration StatementStatement (as defined in Rule 158(c) under the Securities Act), an earning earnings statement of the Company and its subsidiaries (which need not be audited) complying with Section 11(a) of the Securities Act and the rules and regulations thereunderthereunder (including, at the option of the Company, Rule 158); (g) The Company will prepare a Final Term Sheet containing only a description of the Securities, in a form approved by the Remarketing Agents, and will file such term sheet pursuant to Rule 433(d) under the Securities Act within the time required by such rule. Any such Final Term Sheet shall be an Issuer Free Writing Prospectus for purposes of this Remarketing Agreement. (h) During a the period of 30 days beginning from the date of this AgreementApplicable Time and continuing to and including the Remarketing Settlement Date for such Securities, not to offer, sell, contract to offer or sell or otherwise dispose of any debt securities of the Company which are substantially having pricing characteristics similar to the Shares and Securities, except, for the Preferred Sharesavoidance of doubt, debt securities issued under the Global Medium Term Note Program of Metropolitan Life Global Funding I, the Euro Medium Term Note Program of MetLife Institutional Funding I, LLC, or any commercial paper program of, or sponsored by, the Company or any subsidiaries, exceeding an aggregate principal amount of $3 billion without the prior written consent of the RepresentativesRemarketing Agents, which consent shall not be unreasonably withheld; provided, however, that the foregoing sentence shall not apply to the Shares to be sold hereunder; (i) Not During a period of five years from the effective date of the Registration Statement, to takefurnish to the Remarketing Agents copies of all reports or other communications (financial or other) furnished to stockholders of the Company, directly or indirectlyand to furnish to the Remarketing Agents as soon as they are available, copies of any action designed reports and financial statements furnished to or that would constitute filed with the Commission or that might reasonably be expected to cause any national securities exchange on which the Securities or result in, under the Exchange Act or otherwise, stabilization or manipulation any class of the price of any security securities of the Company is listed (such financial statements to facilitate be on a consolidated basis to the sale or resale extent the accounts of the Shares;Company and its subsidiaries are consolidated in reports furnished to its stockholders generally or to the Commission), provided that reports and financial statements furnished to or filed with the Commission, and publicly available on XXXXX, or furnished on the Company’s website, shall be deemed to have been furnished to the Remarketing Agents under this Section 3(i); and (j) To use The Company agrees that, unless it obtains the net proceeds received by it from the sale prior consent of the Shares Remarketing Agents, and each Remarketing Agent represents and agrees that, unless it obtains the prior consent of the Company, it has not made and will not make any offer relating to the Remarketed Securities that would constitute an Issuer Free Writing Prospectus (other than, for the avoidance of doubt, the Final Term Sheet filed pursuant to Section 3(b) hereto). Each Remarketing Agent agrees, unless it obtains the prior consent of the Company, not to take any action that would result in the manner specified in Company being required to file with the Registration StatementCommission under Rule 433(d) under the Securities Act a free writing prospectus prepared by or on behalf of each Remarketing Agent that otherwise would not be required to be filed by the Company thereunder but for the action of such Remarketing Agent (other than, for the avoidance of doubt, the Time Final Term Sheet filed pursuant to Section 3(b) hereto). Any such Issuer Free Writing Prospectus, the use of Sale Prospectus and which has been consented to by the Final Prospectus under the caption “Use of Proceeds”; and (k) To use its best efforts to effect the listing of the Shares Company, is listed on the NYSE within 30 days of the First Time of Delivery for the SharesSchedule 1 hereto.

Company Covenants. The Company agrees with each of the Underwriters of the Sharesany Securities: (ia) To prepare the Final Prospectus as amended and supplemented in relation to the Shares and the Preferred Shares applicable Securities in a form approved by the Representatives and to file timely file such Final Prospectus pursuant to Rule 424(b) under the Act; (ii) to make no further amendment or any supplement to the Registration Statement, the Time of Sale Prospectus Statement or the Final Prospectus as amended or supplemented after the date hereof Applicable Time and prior to the Time of Delivery Closing Date for the Shares such Securities unless the Representatives for such Securities shall have had a reasonable opportunity to review and comment upon any such amendment or supplement prior to any filing thereof; (iii) to advise the Representatives Representatives, promptly after it receives notice thereof, of the time when any such amendment to the Registration Statement has been filed or becomes effective or any supplement after such Time of Delivery to the Final Prospectus or any amended Final Prospectus has been filed and to furnish the Representatives with copies thereof; (iv) to file promptly all reports and any definitive proxy or information statements required to be filed by the Company with the Commission pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act for so long as the delivery of a prospectus is required in connection with the offering or sale of the Sharessuch Securities and, and during such same period period, to advise the Representatives, promptly after it receives notice thereof, of (I) the time when any amendment to the Registration Statement has been filed or becomes effective or any supplement or amendment to the Time of Sale Prospectus or the Final Prospectus has been filed with the Commission, (IIi) the issuance by the Commission of any stop order or of any order preventing or suspending the use of the Registration Statement, the Time of Sale Prospectus or the Final Prospectus, (IIIii) the suspension of the qualification of the Shares such Securities for offering or sale in any jurisdiction or of the initiation or threatening of any proceeding for any such purpose, or (IViii) any request by the Commission for the amending or supplementing of the Registration Statement, the Time of Sale Prospectus Statement or the Final Prospectus or for additional information; and, in the event of the issuance of any such stop order or of any such order preventing or suspending the use of the Time of Sale Prospectus or the Final Prospectus or suspending any such qualification, promptly to use promptly its best efforts to obtain the withdrawal of such order; (b) To give the Representatives notice of any filings made pursuant to the Exchange Act or the regulations of the Commission thereunder within forty-eight hours prior to the Applicable Time, it being acknowledged by the Representatives that such notice was given with respect to the Current Report on Form 8-K, dated June 29, 2009; to give the Representatives notice of its intention to make any such filing from the Applicable Time to the Closing Date and to furnish the Representatives with copies of any such documents a reasonable amount of time prior to such proposed filing. The Company shall prepare the Final Term Sheet and file such Final Term Sheet as an Issuer Free Writing Prospectus within two business days after the date hereof; provided that the Company shall furnish the Representatives with copies of any such Final Term Sheet a reasonable amount of time prior to such proposed filing and will not use or file any such document to which the Representatives or counsel to the Representatives shall object; (c) Promptly from time to time to take such action as the Representatives may reasonably request to qualify such Securities for offering and sale under the securities laws of such jurisdictions as the Representatives may reasonably request and to comply with such laws so as to permit the continuance of sales and dealings therein in such jurisdictions for so long as may be necessary to complete the distribution of such Securities, provided that in connection therewith the Company shall not be required to qualify as a foreign corporation, to file a general consent to service of process in any jurisdiction or to subject itself to taxation in respect of doing business in any jurisdiction in which it is not otherwise subject; (d) To furnish to you the Representatives a copy of each proposed Issuer Free Writing Prospectus to be prepared by or on behalf of, used by, or referred to by the Company and not to use or refer to any proposed free Issuer Free Writing Prospectus to which the Representatives reasonably object; if at any time following issuance of an Issuer Free Writing Prospectus there occurred or occurs an event or development as a result of which such Issuer Free Writing Prospectus conflicted or would conflict with the information contained in the Registration Statement, the Disclosure Package, the Final Prospectus or any Preliminary Prospectus, to promptly notify the Representatives and, if requested by the Representatives, to promptly amend or supplement, at its own expense, such Issuer Free Writing Prospectus to eliminate or correct such conflict; provided, however, that this covenant shall not apply to any statements or omissions in an Issuer Free Writing Prospectus made in reliance upon and in conformity with information furnished in writing prospectus without your consentto the Company by any Underwriter expressly for use therein; (ce) Not to take any action that would result in an Underwriter or the Company being required to file with the Commission pursuant to Rule 433(d) under the Act a free writing prospectus prepared by or on behalf of the Underwriters that the Underwriters otherwise would not have been required to file thereunder; (d) If the Time of Sale Prospectus is being used to solicit offers to buy the Shares at a time when the Final Prospectus is not yet available to prospective purchasers, to To furnish the Underwriters with copies of any Issuer Free Writing Prospectus or the Time of Sale Final Prospectus as amended or supplemented in such quantities as the Representatives may from time to time reasonably request, and if if, at any time prior to the earlier of (i) the completion of the initial distribution by each of the Underwriters of the Securities purchased by such time Underwriter under this Agreement or (ii) the expiration of nine months after the date of the Final Prospectus, any event shall have occurred as a result of which any Issuer Free Writing Prospectus or the Time of Sale Final Prospectus as then amended or supplemented would include an untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made when such Time of Sale Issuer Free Writing Prospectus is or the Final Prospectus were delivered, not misleading, or, if for any other reason it shall be necessary during such period to amend or supplement any Issuer Free Writing Prospectus or the Time of Sale Final Prospectus or to file under the Exchange Act any document incorporated by reference in any Issuer Free Writing Prospectus or the Time of Sale Final Prospectus in order to comply with the Act or the Exchange Act, (i) to notify the Representatives and (ii) upon their request to prepare and furnish without charge to each Underwriter and to any dealer in securities as many copies as the Representatives may from time to time reasonably request of an amended Time of Sale Prospectus or a supplement to the Time of Sale Prospectus which will correct such statement or omission or effect such compliance; (e) Promptly from time to time to take such action as the Representatives may reasonably request to qualify the Shares and the Preferred Shares for offering and sale under the securities and insurance securities laws of such jurisdictions as the Representatives may request and to comply with such laws so as to permit the continuance of sales and dealings therein in such jurisdictions for as long as may be necessary to complete the distribution of the Shares, provided that in connection therewith, the Company shall not be required to qualify as a foreign corporation or to file a general consent to service of process in any jurisdiction or to subject itself to taxation in respect of doing business in any jurisdiction in which it is not otherwise subject to such taxation; (f) To furnish the Underwriters with copies of the Final Prospectus as amended or supplemented in such quantities as the Representatives may from time to time reasonably request, and, if the delivery of a prospectus is required at any time in connection with the offering or sale of the Shares (or in lieu thereof the notice referred to in Rule 173(a) under the Act), and if at such time any event shall have occurred as a result of which the Final Prospectus as then amended or supplemented would include an untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in light of the circumstances under which they were made when such Final Prospectus (or in lieu thereof the notice referred to in Rule 173(a) under the Act) is delivered, not misleading, or, if for any other reason it shall be necessary during such period to amend or supplement the Final Prospectus or to file under the Exchange Act any document incorporated by reference in the Final Prospectus in order to comply with the Act or the Exchange Act, to notify the Representatives and upon their request to prepare and furnish without charge to each Underwriter and to any dealer in securities as many copies as the Representatives may from time to time reasonably request of an amended Final Issuer Free Writing Prospectus or a supplement to the Final Prospectus which will correct such statement or omission or effect such compliance; and any Issuer Free Writing Prospectus and the Final Prospectus and any amendments or supplements thereto furnished to the Representatives shall be identical to the electronically transmitted copies thereof filed with the Commission pursuant to XXXXX, except to the extent permitted by Regulation S-T; (gf) To make generally available to its securityholders of the Company as soon as practicable, but in any event not later than eighteen months after the effective date of the Registration StatementStatement (as defined in Rule 158(c) under the Act), an earning earnings statement of the Company and its subsidiaries (which need not be audited) complying with Section 11(a) of the Act and the rules and regulations thereunderthereunder (including, at the option of the Company, Rule 158); (hg) During a the period of 30 days beginning from the date of this AgreementApplicable Time and continuing to and including the Closing Date for such Securities, not to offer, sell, contract to offer or sell or otherwise dispose of any debt securities of the Company which are substantially having pricing characteristics similar to the Shares and Securities, except, for the Preferred Sharesavoidance of doubt, debt securities issued under the Global Medium Term Note Program of Metropolitan Life Global Funding I, Euro Medium Term Note Program of MetLife Institutional Funding I, LLC, or any commercial paper program of, or sponsored by, the Company or any subsidiaries, exceeding an aggregate principal amount of $3 billion without the prior written consent of the Representatives, which consent shall not be unreasonably withheld; provided. (h) During a period of five years from the effective date of the Registration Statement, however, that the foregoing sentence shall not apply to furnish to the Shares Representatives copies of all reports or other communications (financial or other) furnished to stockholders of the Company, and to furnish to the Representatives as soon as they are available, copies of any reports and financial statements furnished to or filed with the Commission or any national securities exchange on which the Securities or any class of securities of the Company is listed (such financial statements to be sold hereunderon a consolidated basis to the extent the accounts of the Company and its subsidiaries are consolidated in reports furnished to its stockholders generally or to the Commission), provided that reports and financial statements furnished to or filed with the Commission, and publicly available on XXXXX, or furnished on the Company’s website, shall be deemed to have been furnished to the Representatives under this Section 4(h); (i) Not The Company agrees that, unless it obtains the prior consent of the Representatives, and each Underwriter represents and agrees that, unless it obtains the prior consent of the Company and the Representatives, it has not made and will not make any offer relating to take, directly or indirectly, any action designed to or the Securities that would constitute an Issuer Free Writing Prospectus (other than, for the avoidance of doubt, any Bloomberg L.P. or that might reasonably be expected other electronic communication regarding any preliminary term sheets or comparable bond prices and the Final Term Sheet filed pursuant to cause or result inSection 4(b) hereto). Each Underwriter agrees, under unless it obtains the Exchange Act or otherwise, stabilization or manipulation of the price of any security prior consent of the Company and the Representatives, not to facilitate take any action that would result in the sale Company being required to file with the Commission under Rule 433(d) under the Act a free writing prospectus prepared by or resale on behalf of such Underwriter that otherwise would not be required to be filed by the Shares;Company thereunder but for the action of such Underwriter (other than, for the avoidance of doubt, the Final Term Sheet filed pursuant to Section 4(b) hereto); and (j) To use The Company agrees to promptly notify the net proceeds received by it from the sale Representatives if A.M. Best & Co., Fitch Ratings (“Fitch”), Xxxxx’x Investors Service (“Xxxxx’x”) and Standard & Poor’s Ratings Services (“S&P”) or any other “nationally recognized statistical rating organization,” as that term is defined in Section 3(a)(62) of the Shares in Exchange Act, has given notice of any intended or potential downgrading or any review for a possible change of its rating of any debt security or the manner specified in financial strength or the Registration Statement, the Time of Sale Prospectus and the Final Prospectus under the caption “Use of Proceeds”; and (k) To use its best efforts to effect the listing claims paying ability of the Shares on the NYSE within 30 days of the First Time of Delivery for the SharesCompany or any Significant Subsidiary.

Company Covenants. The Company agrees with each of the Underwriters of the SharesSecurities: (i) To prepare the Final Prospectus as amended and supplemented in relation to the Shares and the Preferred Shares Securities in a form approved by the Representatives and to timely file such Final Prospectus pursuant to Rule 424(b) under the Act; (ii) to make no further amendment or any supplement to the Registration Statement, the Time of Sale Prospectus Statements or the Final Prospectus as amended or supplemented after the date hereof and prior to the Time of Delivery for the Shares Securities unless the Representatives shall have had a reasonable opportunity to review and comment upon any such amendment or supplement prior to any filing thereof; (iii) to advise the Representatives promptly of any such amendment or supplement after such Time of Delivery and furnish the Representatives with copies thereof; (iv) to file promptly all reports and any definitive proxy or information statements required to be filed by the Company with the Commission pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act for so long as the delivery of a prospectus is required in connection with the offering or sale of the SharesSecurities, and during such same period to advise the Representatives, promptly after it receives notice thereof, of (I) the time when any amendment to the Registration Statement Statements has been filed or becomes effective or any supplement or amendment to the Time of Sale Final Prospectus or the any amended Final Prospectus has been filed with the Commission, (II) the issuance by the Commission of any stop order or of any order preventing or suspending the use of the Registration Statement, the Time of Sale Prospectus or the Final Prospectus, (III) the suspension of the qualification of the Shares Securities for offering or sale in any jurisdiction or of the initiation or threatening of any proceeding for any such purpose, or (IV) any request by the Commission for the amending or supplementing of the Registration Statement, the Time of Sale Prospectus Statements or the Final Prospectus or for additional information; and, in the event of the issuance of any such stop order or of any such order preventing or suspending the use of the Time of Sale Prospectus or the Final Prospectus or suspending any such qualification, to use promptly its best efforts to obtain the withdrawal of such orderits withdrawal; (b) To furnish to you a copy of each proposed Issuer Free Writing Prospectus to be prepared by or on behalf of, used by, or referred to by the Company and not to use or refer to any proposed free writing prospectus without your consent; (c) Not to take any action that would result in an Underwriter or the Company being required to file with the Commission pursuant to Rule 433(d) under the Act a free writing prospectus prepared by or on behalf of the Underwriters that the Underwriters otherwise would not have been required to file thereunder; (d) If the Time of Sale Prospectus is being used to solicit offers to buy the Shares at a time when the Final Prospectus is not yet available to prospective purchasers, to furnish the Underwriters with copies of the Time of Sale Prospectus as amended or supplemented in such quantities as the Representatives may from time to time reasonably request, and if at such time any event shall have occurred as a result of which the Time of Sale Prospectus as then amended or supplemented would include an untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in light of the circumstances under which they were made when such Time of Sale Prospectus is delivered, not misleading, or, if for any other reason it shall be necessary during such period to amend or supplement the Time of Sale Prospectus or to file under the Exchange Act any document incorporated by reference in the Time of Sale Prospectus in order to comply with the Act or the Exchange Act, to notify the Representatives and upon their request to prepare and furnish without charge to each Underwriter and to any dealer in securities as many copies as the Representatives may from time to time reasonably request of an amended Time of Sale Prospectus or a supplement to the Time of Sale Prospectus which will correct such statement or omission or effect such compliance; (e) Promptly from time to time to take such action as the Representatives may reasonably request to qualify the Shares and the Preferred Shares Securities for offering and sale under the securities and insurance securities laws of such jurisdictions as the Representatives may request and to comply with such laws so as to permit the continuance of sales and dealings therein in such jurisdictions for as long as may be necessary to complete the distribution of the SharesSecurities, provided that in connection therewith, therewith the Company shall not be required to qualify as a foreign corporation or to file a general consent to service of process in any jurisdiction or to subject itself to taxation in respect of doing business in any jurisdiction in which it is not otherwise subject to such taxationjurisdiction; (fc) To furnish the Underwriters with copies of the Final Prospectus as amended or supplemented in such quantities as the Representatives may from time to time reasonably request, and, if the delivery of a prospectus is required at any time in connection with the offering or sale of the Shares (or in lieu thereof the notice referred to in Rule 173(a) under the Act)Securities, and if at such time any event shall have occurred as a result of which the Final Prospectus as then amended or supplemented would include an untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in light of the circumstances under which they were made when such Final Prospectus (or in lieu thereof the notice referred to in Rule 173(a) under the Act) is delivered, not misleading, or, if for any other reason it shall be necessary during such period to amend or supplement the Final Prospectus or to file under the Exchange Act any document incorporated by reference in the Final Prospectus in order to comply with the Act, the Exchange Act or the Exchange Trust Indenture Act, to notify the Representatives and upon their request to prepare and furnish without charge to each Underwriter and to any dealer in securities as many copies as the Representatives may from time to time reasonably request of an amended Final Prospectus or a supplement to the Final Prospectus which will correct such statement or omission or effect such compliance; (gd) To make generally available to its securityholders as soon as practicable, but in any event not later than eighteen months after the respective effective date dates of each of the Registration StatementStatements, an earning earnings statement of the Company and its subsidiaries (which need not be audited) complying with Section 11(a) of the Act and the rules and regulations thereunder;; and (he) During a the period of 30 days beginning from the date hereof and continuing to and including the latter of this Agreement(i) the termination of trading restrictions for the Securities, as notified to the Company by the Representatives or their counsel and (ii) the Time of Delivery for the Securities, not to offer, sell, contract to sell or otherwise dispose of any securities of the Company which are substantially similar to the Shares and the Preferred SharesSecurities, without the prior written consent of the Representatives, which consent shall not be unreasonably withheld; provided, however, that the foregoing sentence shall not apply to the Shares to be sold hereunder;. (if) Not to The Company will not take, directly or indirectly, any action designed to or that would constitute or that might reasonably be expected to cause or result in, under the Exchange Act or otherwise, stabilization or manipulation of the price of any security of the Company to facilitate the sale or resale of the Shares; (j) To use the net proceeds received by it from the sale of the Shares in the manner specified in the Registration Statement, the Time of Sale Prospectus and the Final Prospectus under the caption “Use of Proceeds”; and (k) To use its best efforts to effect the listing of the Shares on the NYSE within 30 days of the First Time of Delivery for the SharesSecurities.

Company Covenants. The Company agrees with each of the Underwriters of the Sharesany Securities: (ia) To prepare the Final Prospectus as amended and supplemented in relation to the Shares and the Preferred Shares applicable Securities in a form approved by the Representatives and to file timely file such Final Prospectus pursuant to Rule 424(b) under the Act; (ii) to make no further amendment or any supplement to the Registration Statement, the Time of Sale Prospectus Statement or the Final Prospectus as amended or supplemented after the date hereof of the Pricing Agreement relating to the applicable Securities and prior to the Time of Delivery Closing Date for the Shares such Securities unless the Representatives for such Securities shall have had a reasonable opportunity to review and comment upon any such amendment or supplement prior to any filing thereof; (iii) to advise the Representatives Representatives, promptly after it receives notice thereof, of the time when any such amendment to the Registration Statement has been filed or becomes effective or any supplement after such Time of Delivery to the Final Prospectus or any amended Final Prospectus has been filed and to furnish the Representatives with copies thereof; (iv) to file promptly all reports and any definitive proxy or information statements required to be filed by the Company with the Commission pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act for so long as the delivery of a prospectus is required in connection with the offering or sale of the Sharessuch Securities and, and during such same period period, to advise the Representatives, promptly after it receives notice thereof, of (I) the time when any amendment to the Registration Statement has been filed or becomes effective or any supplement or amendment to the Time of Sale Prospectus or the Final Prospectus has been filed with the Commission, (IIi) the issuance by the Commission of any stop order or of any order preventing or suspending the use of the Registration Statement, the Time of Sale Prospectus or the Final Prospectus, (IIIii) the suspension of the qualification of the Shares such Securities for offering or sale in any jurisdiction or of the initiation or threatening of any proceeding for any such purpose, or (IViii) any request by the Commission for the amending or supplementing of the Registration Statement, the Time of Sale Prospectus Statement or the Final Prospectus or for additional information; and, in the event of the issuance of any such stop order or of any such order preventing or suspending the use of the Time of Sale Prospectus or the Final Prospectus or suspending any such qualification, promptly to use promptly its best efforts to obtain the withdrawal of such order; (b) To furnish to you a copy of each proposed Issuer Free Writing Prospectus to be prepared by or on behalf of, used by, or referred to by the Company and not to use or refer to any proposed free writing prospectus without your consent; (c) Not to take any action that would result in an Underwriter or the Company being required to file with the Commission pursuant to Rule 433(d) under the Act a free writing prospectus prepared by or on behalf of the Underwriters that the Underwriters otherwise would not have been required to file thereunder; (d) If the Time of Sale Prospectus is being used to solicit offers to buy the Shares at a time when the Final Prospectus is not yet available to prospective purchasers, to furnish the Underwriters with copies of the Time of Sale Prospectus as amended or supplemented in such quantities as the Representatives may from time to time reasonably request, and if at such time any event shall have occurred as a result of which the Time of Sale Prospectus as then amended or supplemented would include an untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in light of the circumstances under which they were made when such Time of Sale Prospectus is delivered, not misleading, or, if for any other reason it shall be necessary during such period to amend or supplement the Time of Sale Prospectus or to file under the Exchange Act any document incorporated by reference in the Time of Sale Prospectus in order to comply with the Act or the Exchange Act, to notify the Representatives and upon their request to prepare and furnish without charge to each Underwriter and to any dealer in securities as many copies as the Representatives may from time to time reasonably request of an amended Time of Sale Prospectus or a supplement to the Time of Sale Prospectus which will correct such statement or omission or effect such compliance; (e) Promptly from time to time to take such action as the Representatives may reasonably request to qualify the Shares and the Preferred Shares such Securities for offering and sale under the securities and insurance securities laws of such jurisdictions as the Representatives may reasonably request and to comply with such laws so as to permit the continuance of sales and dealings therein in such jurisdictions for as so long as may be necessary to complete the distribution of the Sharessuch Securities, provided that in connection therewith, therewith the Company shall not be required to qualify as a foreign corporation or corporation, to file a general consent to service of process in any jurisdiction or to subject itself to taxation in respect of doing business in any jurisdiction in which it is not otherwise subject to such taxationsubject; (fc) To furnish the Underwriters with copies of the Final Prospectus (including as it may be amended or supplemented supplemented) in such quantities as the Representatives may from time to time reasonably request, and, if the delivery of a prospectus is required at any time in connection with the offering or sale of the Shares (or in lieu thereof the notice referred to in Rule 173(a) under the Act)such Securities, and if at such time any event shall have occurred as a result of which the Final Prospectus as then amended or supplemented would include an untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made when such Final Prospectus (or in lieu thereof the notice referred to in Rule 173(a) under the Act) is delivered, not misleading, or, if for any other reason it shall be necessary during such period to amend or supplement the Final Prospectus or to file under the Exchange Act any document incorporated by reference in the Final Prospectus in order to comply with the Act, the Exchange Act or the Exchange Trust Indenture Act, to notify the Representatives and upon their request to prepare and furnish without charge to each Underwriter and to any dealer in securities as many copies as the Representatives may from time to time reasonably request of an amended Final Prospectus or a supplement to the Final Prospectus which will correct such statement or omission or effect such compliance; and the Final Prospectus and any amendments or supplements thereto furnished to the Representatives shall be identical to the electronically transmitted copies thereof filed with the Commission pursuant to EDGAR, except to the extent permitted by Regulation S-T; (gd) To make generally available to its securityholders of the Company as soon as practicable, but in any event not later than eighteen months after the effective date of the Registration StatementStatement (as defined in Rule 158(c) under the Act), an earning earnings statement of the Company and its subsidiaries (which need not be audited) complying with Section 11(a) of the Act and the rules and regulations thereunderthereunder (including, at the option of the Company, Rule 158); (he) During a the period of 30 days beginning from the date of this Agreementthe Pricing Agreement for any Securities and continuing to and including the latter of (i) the termination of trading restrictions for such Securities, of which the Company shall be notified by the Representatives or their counsel, and (ii) the Closing Date for such Securities, not to offer, sell, contract to sell or otherwise dispose of any securities of the Company (other than pursuant to employee stock option plans existing, or on the conversion or exchange of convertible or exchangeable securities outstanding on the date of such Pricing Agreement) which are substantially similar to the Shares and the Preferred Sharessuch Securities, without the prior written consent of the Representatives, which consent shall not be unreasonably withheld; provided, however, that the foregoing sentence shall not apply to the Shares to be sold hereunder;and (if) Not to take, directly or indirectly, any action designed to or that would constitute or that might reasonably be expected to cause or result in, under the Exchange Act or otherwise, stabilization or manipulation During a period of the price of any security of the Company to facilitate the sale or resale of the Shares; (j) To use the net proceeds received by it five years from the sale effective date of the Shares in the manner specified in the Registration Statement, to furnish to the Time Representatives copies of Sale Prospectus and the Final Prospectus under the caption “Use of Proceeds”; and all reports or other communications (kfinancial or other) To use its best efforts furnished to effect the listing stockholders of the Shares Company, and to deliver to the Representatives (i) as soon as they are available, copies of any reports and financial statements furnished to or filed with the Commission or any national securities exchange on which the NYSE within 30 days Securities or any class of securities of the First Time Company is listed (such financial statements to be on a consolidated basis to the extent the accounts of Delivery for the SharesCompany and its subsidiaries are consolidated in reports furnished to its stockholders generally or to the Commission), and (ii) such additional, nonconfidential information concerning the business and financial condition of the Company as the Representatives may from time to time reasonably request.

Company Covenants. The Company agrees with each of the Underwriters of the Sharesany Securities: (ia) To prepare the Final Prospectus as amended and supplemented in relation to the Shares and the Preferred Shares applicable Securities in a form approved by the Representatives and to file timely file such Final Prospectus pursuant to Rule 424(b) under the Act; (ii) to make no further amendment or any supplement to the Registration Statement, the Time of Sale Prospectus Statement or the Final Prospectus as amended or supplemented after the date hereof of the Pricing Agreement relating to the applicable Securities and prior to the Time of Delivery Closing Date for the Shares such Securities unless the Representatives for such Securities shall have had a reasonable opportunity to review and comment upon any such amendment or supplement prior to any filing thereof; (iii) to advise the Representatives Representatives, promptly after it receives notice thereof, of the time when any such amendment to the Registration Statement has been filed or becomes effective or any supplement after such Time of Delivery to the Final Prospectus or any amended Final Prospectus has been filed and to furnish the Representatives with copies thereof; (iv) to file promptly all reports and any definitive proxy or information statements required to be filed by the Company with the Commission pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act for so long as the delivery of a prospectus is required in connection with the offering or sale of the Sharessuch Securities and, and during such same period period, to advise the Representatives, promptly after it receives notice thereof, of (I) the time when any amendment to the Registration Statement has been filed or becomes effective or any supplement or amendment to the Time of Sale Prospectus or the Final Prospectus has been filed with the Commission, (IIi) the issuance by the Commission of any stop order or of any order preventing or suspending the use of the Registration Statement, the Time of Sale Prospectus or the Final Prospectus, (IIIii) the suspension of the qualification of the Shares such Securities for offering or sale in any jurisdiction or of the initiation or threatening of any proceeding for any such purpose, or (IViii) any request by the Commission for the amending or supplementing of the Registration Statement, the Time of Sale Prospectus Statement or the Final Prospectus or for additional information; and, in the event of the issuance of any such stop order or of any such order preventing or suspending the use of the Time of Sale Prospectus or the Final Prospectus or suspending any such qualification, promptly to use promptly its best efforts to obtain the withdrawal of such order; (b) To furnish to you a copy of each proposed Issuer Free Writing Prospectus to be prepared by or on behalf of, used by, or referred to by the Company and not to use or refer to any proposed free writing prospectus without your consent; (c) Not to take any action that would result in an Underwriter or the Company being required to file with the Commission pursuant to Rule 433(d) under the Act a free writing prospectus prepared by or on behalf of the Underwriters that the Underwriters otherwise would not have been required to file thereunder; (d) If the Time of Sale Prospectus is being used to solicit offers to buy the Shares at a time when the Final Prospectus is not yet available to prospective purchasers, to furnish the Underwriters with copies of the Time of Sale Prospectus as amended or supplemented in such quantities as the Representatives may from time to time reasonably request, and if at such time any event shall have occurred as a result of which the Time of Sale Prospectus as then amended or supplemented would include an untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in light of the circumstances under which they were made when such Time of Sale Prospectus is delivered, not misleading, or, if for any other reason it shall be necessary during such period to amend or supplement the Time of Sale Prospectus or to file under the Exchange Act any document incorporated by reference in the Time of Sale Prospectus in order to comply with the Act or the Exchange Act, to notify the Representatives and upon their request to prepare and furnish without charge to each Underwriter and to any dealer in securities as many copies as the Representatives may from time to time reasonably request of an amended Time of Sale Prospectus or a supplement to the Time of Sale Prospectus which will correct such statement or omission or effect such compliance; (e) Promptly from time to time to take such action as the Representatives may reasonably request to qualify the Shares and the Preferred Shares such Securities for offering and sale under the securities and insurance securities laws of such jurisdictions as the Representatives may reasonably request and to comply with such laws so as to permit the continuance of sales and dealings therein in such jurisdictions for as so long as may be necessary to complete the distribution of the Sharessuch Securities, provided that in connection therewith, therewith the Company shall not be required to qualify as a foreign corporation or corporation, to file a general consent to service of process in any jurisdiction or to subject itself to taxation in respect of doing business in any jurisdiction in which it is not otherwise subject to such taxationsubject; (fc) To furnish the Underwriters with copies of the Final Prospectus (including as it may be amended or supplemented supplemented) in such quantities as the Representatives may from time to time reasonably request, and, if the delivery of a prospectus is required at any time in connection with the offering or sale of the Shares (or in lieu thereof the notice referred to in Rule 173(a) under the Act)such Securities, and if at such time any event shall have occurred as a result of which the Final Prospectus as then amended or supplemented would include an untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made when such Final Prospectus (or in lieu thereof the notice referred to in Rule 173(a) under the Act) is delivered, not misleading, or, if for any other reason it shall be necessary during such period to amend or supplement the Final Prospectus or to file under the Exchange Act any document incorporated by reference in the Final Prospectus in order to comply with the Act or the Exchange Act, to notify the Representatives and upon their request to prepare and furnish without charge to each Underwriter and to any dealer in securities as many copies as the Representatives may from time to time reasonably request of an amended Final Prospectus or a supplement to the Final Prospectus which will correct such statement or omission or effect such compliance; and the Final Prospectus and any amendments or supplements thereto furnished to the Representatives shall be identical to the electronically transmitted copies thereof filed with the Commission pursuant to EDGAR, except to the extent permitted by Regulation S-T; (gd) To make Xx xake generally available to its securityholders of the Company as soon as practicable, but in any event not later than eighteen months after the effective date of the Registration StatementStatement (as defined in Rule 158(c) under the Act), an earning earnings statement of the Company and its subsidiaries (which need not be audited) complying with Section 11(a) of the Act and the rules and regulations thereunderthereunder (including, at the option of the Company, Rule 158); (he) During a period of 30 days from the date of this Agreement, not Not to offer, sell, contract to sell or otherwise dispose of of, directly or indirectly, or publicly announce an intention to do any securities of the Company which are substantially similar to the Shares and the Preferred Sharesforegoing, without except with the prior written consent of the Representatives, Representatives (which consent shall not be unreasonably withheld; provided, however, that the foregoing sentence shall not apply to the Shares to be sold hereunder; ): (i) Not to takeany shares of common stock, directly or indirectly, any action designed to or that would constitute or that might reasonably be expected to cause or result in, under the Exchange Act or otherwise, stabilization or manipulation of the price of any security par value $0.01 per share of the Company (the "Common Stock") or securities convertible into or exchangeable for shares of Common Stock, during the period beginning from June 1, 2005 and continuing to facilitate and including September 18, 2005 (other than (x) pursuant to employee stock option plans existing, or on the conversion or exchange of convertible or exchangeable securities outstanding on the date of such Pricing Agreement or (y) the sale or resale other disposition of Common Stock by any separate account, investment company or similar investment vehicle managed or advised by the Company or any affiliate of the Shares;Company that invests in or seeks to replicate the performance of a market index that includes the securities of the Company, in order to rebalance its investment portfolio to match changes in the composition or weighting of companies within such index); or (ii) any shares of U.S. dollar denominated preferred stock of the Company or any securities substantially similar to U.S. dollar denominated preferred stock, during the period beginning on the date hereof and continuing to and including the date that is 60 days after delivery of the Securities. Notwithstanding the foregoing, the Company shall not be prohibited from issuing up to $3 billion in mandatorily convertible equity securities as part of the financing of the Acquisition (as defined in the Final Prospectus) or from issuing shares of Common Stock or non-voting convertible participating preferred stock to Citigroup Inc. in an aggregate amount not to exceed $3 billion as contemplated in the Acquisition Agreement (as defined in the Final Prospectus) or from issuing the Securities or issuing additional preferred securities in an amount not to exceed, when taken together with the Securities, $2.5 billion in aggregate liquidation preference as part of the financing of the Acquisition; and (jf) To use the net proceeds received by it During a period of five years from the sale effective date of the Shares in the manner specified in the Registration Statement, to furnish to the Time Representatives copies of Sale Prospectus and the Final Prospectus under the caption “Use of Proceeds”; and all reports or other communications (kfinancial or other) To use its best efforts furnished to effect the listing stockholders of the Shares Company, and to furnish to the Representatives as soon as they are available, copies of any reports and financial statements furnished to or filed with the Commission or any national securities exchange on which the Securities or any class of securities of the Company is listed (such financial statements to be on a consolidated basis to the extent the accounts of the Company and its subsidiaries are consolidated in reports furnished to its stockholders generally or to the Commission), provided that reports and financial statements furnished to or filed with the Commission, and publicly available on EDGAR, or furnished on the NYSE within 30 days of Company's website, shall be deemed to haxx xxen furnished to the First Time of Delivery for the SharesRepresentatives under this Section 4(f).

Company Covenants. The Company covenants and agrees with each of the Underwriters of the SharesUnderwriter that: (ia) To prepare The Company shall use its best efforts to cause the Final Prospectus as amended and supplemented in relation Registration Statement to the Shares and the Preferred Shares in a form approved by the Representatives and to timely file such Final Prospectus pursuant to Rule 424(b) become effective under the Act; (ii) to Securities Act and, if the procedure in Rule 430A of the Rules and Regulations is followed, comply with the provisions of and make no further amendment or any supplement to the Registration Statement, the Time of Sale Prospectus or the Final Prospectus as amended or supplemented after the date hereof and prior to the Time of Delivery for the Shares unless the Representatives shall have had a reasonable opportunity to review and comment upon any such amendment or supplement prior to any filing thereof; (iii) to advise the Representatives promptly of any such amendment or supplement after such Time of Delivery and furnish the Representatives with copies thereof; (iv) to file promptly all reports and any definitive proxy or information statements required to be filed by the Company requisite filings with the Commission pursuant to Section 13(a)such Rule and to notify you promptly (in writing, 13(c), 14 or 15(dif requested) of the Exchange Act for so long as the delivery all such filings. The Company shall notify you promptly of a prospectus is required in connection with the offering or sale of the Shares, and during such same period to advise the Representatives, promptly after it receives notice thereof, of (I) the time when any amendment to the Registration Statement has been filed or becomes effective or any supplement or amendment to the Time of Sale Prospectus or the Final Prospectus has been filed with the Commission, (II) the issuance by the Commission of any stop order or of any order preventing or suspending the use of the Registration Statement, the Time of Sale Prospectus or the Final Prospectus, (III) the suspension of the qualification of the Shares for offering or sale in any jurisdiction or of the initiation or threatening of any proceeding for any such purpose, or (IV) any request by the Commission for the amending any amendment of or supplementing of supplement to the Registration Statement, Statement or the Time of Sale Effective Prospectus or the Final Prospectus or for additional information; andthe Company shall prepare and file with the Commission, in promptly upon your request, any amendments of or supplements to the event of the issuance of any such stop order Registration Statement or of any such order preventing or suspending the use of the Time of Sale Effective Prospectus or the Final Prospectus which, in your opinion, may be necessary or advisable in connection with the distribution of the Securities, provided that the preparation of such amendments or supplements shall be at your expense if such a request is given nine months or more after the effective date of the Registration Statement; and the Company may not file any amendment of or supplement to the Registration Statement or the Effective Prospectus or the Final Prospectus, or file any document under the Exchange Act before the termination of the Offering by the Underwriters if such document would be deemed to be incorporated by reference into the Effective Prospectus or the Final Prospectus, which is not approved by you after reasonable notice thereof, provided that such approval may not be unreasonably withheld or delayed. The Company shall advise you promptly of the issuance by the Commission or any state or other regulatory body of any stop order or other order suspending the effectiveness of the Registration Statement, suspending or preventing the use of any Pre-Effective Prospectus or the Effective Prospectus or Final Prospectus or suspending the qualification of the Securities for offering or sale in any jurisdiction, or of the institution of any proceedings for any such qualification, to purpose; and the Company shall use promptly its best efforts to prevent the issuance of any stop order or other such order and, should a stop order or other such order be issued, to obtain as soon as possible the withdrawal of such order;lifting thereof. (b) To The Company shall furnish to you a copy of each proposed Issuer Free Writing Prospectus the Underwriters, from time to be prepared by or on behalf oftime and without charge, used by, or referred to by the Company and not to use or refer to any proposed free writing prospectus without your consent; (c) Not to take any action that would result in an Underwriter or the Company being required to file with the Commission pursuant to Rule 433(d) under the Act a free writing prospectus prepared by or on behalf of the Underwriters that the Underwriters otherwise would not have been required to file thereunder; (d) If the Time of Sale Prospectus is being used to solicit offers to buy the Shares at a time when the Final Prospectus is not yet available to prospective purchasers, to furnish the Underwriters with copies of the Time Registration Statement (including exhibits) and all amendments and supplements to any of Sale such Registration Statement (including any document filed under the Exchange Act and deemed to be incorporated by reference into the Effective Prospectus or the Final Prospectus), in each case as amended or supplemented soon as available and in such quantities as the Representatives you may from time to time reasonably request. (c) Within the time during which a Final Prospectus relating to the Securities is required to be delivered under the Securities Act, the Company shall comply with all requirements imposed upon it by the Securities Act, as now and hereafter amended, and if at such time any event shall have occurred by the Rules and Regulations, as a result of which the Time of Sale Prospectus as then amended or supplemented would include an untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in light of the circumstances under which they were made when such Time of Sale Prospectus is delivered, not misleading, or, if for any other reason it shall be necessary during such period to amend or supplement the Time of Sale Prospectus or to file under the Exchange Act any document incorporated by reference in the Time of Sale Prospectus in order to comply with the Act or the Exchange Act, to notify the Representatives and upon their request to prepare and furnish without charge to each Underwriter and to any dealer in securities as many copies as the Representatives may from time to time reasonably request of an amended Time of Sale Prospectus or a supplement to the Time of Sale Prospectus which will correct such statement or omission or effect such compliance; (e) Promptly from time to time to take such action in force, so far as the Representatives may reasonably request to qualify the Shares and the Preferred Shares for offering and sale under the securities and insurance securities laws of such jurisdictions as the Representatives may request and to comply with such laws so as is necessary to permit the continuance of sales of or dealings in the Securities as contemplated by the provisions hereof and dealings therein in such jurisdictions for as long as may be necessary to complete the distribution of the Shares, provided that in connection therewith, the Company shall not be required to qualify as a foreign corporation or to file a general consent to service of process in any jurisdiction or to subject itself to taxation in respect of doing business in any jurisdiction in which it is not otherwise subject to such taxation; (f) To furnish the Underwriters with copies of the Final Prospectus as amended or supplemented in Prospectus. If during such quantities as the Representatives may from time to time reasonably request, and, if the delivery of a prospectus is required at any time in connection with the offering or sale of the Shares (or in lieu thereof the notice referred to in Rule 173(a) under the Act), and if at such time period any event shall have occurred occurs as a result of which the Final Prospectus as then amended or supplemented would include an untrue statement of a material fact or omit to state any a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made when such Final Prospectus (or in lieu thereof the notice referred to in Rule 173(a) under the Act) is deliveredthen existing, not misleading, or, or if for any other reason it shall be necessary during such period it is necessary to amend the Registration Statement or supplement the Final Prospectus or to file under the Exchange Act any document incorporated by reference in the Final Prospectus in order to comply with the Act or the Exchange Securities Act, to the Company shall promptly notify you and shall amend the Representatives and upon their request to prepare and furnish without charge to each Underwriter and to any dealer in securities as many copies as the Representatives may from time to time reasonably request of an amended Final Prospectus Registration Statement or a supplement to the Final Prospectus which will (at the expense of the Company) so as to correct such statement or omission or effect such compliance;. (gd) To The Company shall take or cause to be taken all necessary action and furnish to whomever you may direct such information as may be required in qualifying the Securities for sale under the laws of such jurisdictions which you shall designate and to continue such qualifications in effect for as long as may be necessary for the distribution of the Securities; except that in no event shall the Company be obligated in connection therewith to qualify as a foreign corporation, or to execute a general consent for service of process. (e) The Company shall make generally available to its securityholders securityholders, in the manner contemplated by Rule 158(b) under the Securities Act, as soon as practicable, practicable but in any event not later than eighteen 60 days after the end of its fiscal quarter in which the first anniversary date of the effective date of the Registration Statement occurs, an earning statement which will comply with Section 11(a) of the Securities Act covering a period of at least 12 consecutive months beginning after the effective date of the Registration Statement. (f) The Company will not, an earning statement during the 180 days following the effective date of the Company and its subsidiaries (which need not be audited) complying Registration Statement, except with Section 11(a) of the Act and the rules and regulations thereunder; (h) During a period of 30 days from the date of this Agreementyour prior written consent, not offer for sale, contract to offersell, sell, contract issue, distribute, grant any option, right or warrant to sell purchase or otherwise dispose of, directly or indirectly, any shares of Common Stock or any securities convertible into, or exercisable or exchangeable for, shares of Common Stock or register for sale under the Company which are substantially similar to Securities Act any shares of Common Stock otherwise than in accordance with this Agreement or as contemplated in the Shares and the Preferred Shares, without the prior written consent of the Representatives, which consent shall not be unreasonably withheldFinal Prospectus; provided, however, that the foregoing sentence shall not apply Company may issue, or grant options to the Shares to be sold hereunder; purchase, shares of Common Stock (i) Not pursuant to take, directly any option plan existing on the date hereof or indirectly, any action designed (ii) in connection with acquisitions of businesses. (g) The Company shall deliver to the Underwriters or that would constitute or that might reasonably be expected to cause or result in, under the Exchange Act or otherwise, stabilization or manipulation their counsel a Lockup Letter duly executed by each officer and director of the price of any security of the Company to facilitate the sale or resale of the Shares;Company. (jh) To use The Company shall apply the net proceeds received by it from of the sale of the Shares Securities in the manner specified in the Registration Statement, the Time of Sale Prospectus and the Final Prospectus under the caption “heading "Use of Proceeds”; " and shall file such reports with the Commission with respect to the sale of the Securities and the application of the proceeds therefrom as may be required in accordance with Rule 463 under the Securities Act. (i) The Company will furnish to its securityholders annual reports containing financial statements audited by independent public accountants and quarterly reports containing financial statements and financial information which may be unaudited. During the period of five years from the date hereof, the Company will deliver to you and, upon request, to each of the other Underwriters, copies of each annual report of the Company and each other report furnished by the Company to its securityholders and will deliver to you, as soon as they are available, copies of any other reports (financial or otherwise) which the Company shall publish or otherwise make available to any of its securityholders as such, and as soon as they are available, copies of any reports and financial statements furnished to or filed with the Commission or the NASD. (j) The Company will timely file all notices, applications and other documents required by Nasdaq with respect to the Securities and will cause the Securities to be included for quotation on Nasdaq. (k) To use its best efforts If the Company elects to effect rely on Rule 462(b), the listing Company shall both file a Rule 462(b) Registration Statement with the Commission in compliance with Rule 462(b) and pay the applicable fees in accordance with Rule 111 of the Shares Securities Act by the earlier of (i) 10:00 p.m., New York City time, on the NYSE within 30 days date of this Agreement, and (ii) the time that confirmations are given or sent, as specified by Rule 462(b)(2). (l) In the event that the sale of the Firm Securities to the Underwriters is consummated, the Company shall pay to the Underwriters at the First Time Closing Date (and at the Optional Closing Date, if applicable) a non-accountable expense allowance equal to three-fourths of Delivery a percent (0.75%) of the gross proceeds of the Offering (which gross proceeds shall equal the public offering price, as set forth on the cover page of the Final Prospectus (the "Public Offering Price") multiplied by the total number of shares of Common Stock sold to the Underwriters on such Closing Date). In addition and irrespective of whether the transactions contemplated by this Agreement are consummated, the Company shall reimburse the Underwriters upon request for reasonable out-of-pocket travel expenses of the SharesUnderwriters actually incurred in connection with their investigation, preparing to market and marketing the Securities or in contemplation of performing their obligations hereunder, provided that any expense item exceeding $5,000 must have been submitted in advance for approval by the Company. In the event this Agreement does not become effective or is terminated or the sale of the Firm Securities to the Underwriters is not consummated, the Company shall not be obligated to pay the non-accountable expense allowance described above; however, notwithstanding the foregoing, the Company shall reimburse the Underwriters upon request for reasonable out-of-pocket expenses (including fees and disbursements of counsel) actually incurred in connection with their investigation, preparing to market and marketing the Securities or in contemplation of performing their obligations hereunder. The Company acknowledges and agrees that it will be responsible for and shall pay or cause to be paid all costs and expenses incident to the purchase, sale and delivery of the Securities (but excluding costs and expenses of the Underwriters except as set forth above and the costs and expenses of Selling Stockholders), including, without limitation, (i) all expenses (including stock transfer taxes) incurred in connection with the delivery to the several Underwriters of the Securities, (ii) all fees and expenses (including, without limitation, fees and expenses of the Company's accountants and counsel) relating to the preparation, printing, filing, delivery and shipping of documents relating to the Offering, (iii) all filing fees incurred in connection with the qualification, if any, of the Securities for sale under state securities laws, (iv) the filing fee of the NASD, (v) any applicable listing fees, (vi) the cost of printing certificates representing the Securities, (vii) the cost and charges of any transfer agent or registrar and the fees and expenses of the Custodian, and (viii) all other costs and expenses incident to the performance of the Company's obligations hereunder which are not otherwise provided for in this section. (m) If an electronic offering will be made, the Company shall cause to be prepared and delivered, at its expense, within one business day from the effective date of this Agreement, to you an "electronic prospectus" to be used by the Underwriters in connection with the offering and sale of the Securities. As used herein, the term "electronic prospectus" means a form of prospectus, and any amendment or supplement thereto, that meets each of the following conditions: (i) it shall be encoded in an electronic format, satisfactory to you, that may be transmitted electronically by you and the other Underwriters to offerees and purchasers of the Securities for at least the period during which a prospectus relating to the Securities is required to be delivered under the Securities Act; (ii) it shall disclose the same information as the paper prospectus and prospectus filed pursuant to XXXXX, except to the extent that graphic and image material cannot be disseminated electronically, in which case such graphic and image material shall be replaced in the electronic prospectus with a fair and accurate narrative description or tabular representation of such material, as appropriate; and (iii) it shall be in or convertible into a paper format or an electronic format, satisfactory to you, that will allow investors to store and have continuously ready access to the prospectus at any future time, without charge to investors (other than any fee charged for subscription to the Internet as a whole and for on-line time). The Company hereby confirms that it has included or will include in the prospectus filed pursuant to XXXXX or otherwise with the Commission and in the Registration Statement at the time it was declared effective an undertaking that, upon receipt of a request by an investor or his or her representative within the period when a prospectus relating to the Securities is required to be delivered under the Securities Act, the Company shall transmit or cause to be transmitted promptly, without charge, a paper copy of the prospectus.

Company Covenants. The Company agrees with each of the Underwriters of the SharesSecurities: (i) To prepare the Final Prospectus as amended and supplemented in relation to the Shares and the Preferred Shares Securities in a form approved by the Representatives and to timely file such Final Prospectus pursuant to Rule 424(b) under the Act; (ii) to make no further amendment or any supplement to the Registration Statement, the Time of Sale Prospectus or the Final Prospectus as amended or supplemented after the date hereof and prior to the Time of Delivery for the Shares Securities unless the Representatives shall have had a reasonable opportunity to review and comment upon any such amendment or supplement prior to any filing thereof; (iii) to advise the Representatives promptly of any such amendment or supplement after such Time of Delivery and furnish the Representatives with copies thereof; (iv) to file promptly all reports and any definitive proxy or information statements required to be filed by the Company with the Commission pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act for so long as the delivery of a prospectus is required in connection with the offering or sale of the SharesSecurities, and during such same period to advise the Representatives, promptly after it receives notice thereof, of (I) the time when any amendment to the Registration Statement has been filed or becomes effective or any supplement or amendment to the Time of Sale Prospectus or the Final Prospectus has been filed with the Commission, (II) the issuance by the Commission of any stop order or of any order preventing or suspending the use of the Registration Statement, the Time of Sale Prospectus or the Final Prospectus, (III) the suspension of the qualification of the Shares Securities for offering or sale in any jurisdiction or of the initiation or threatening of any proceeding for any such purpose, or (IV) any request by the Commission for the amending or supplementing of the Registration Statement, the Time of Sale Prospectus or the Final Prospectus or for additional information; and, in the event of the issuance of any such stop order or of any such order preventing or suspending the use of the Time of Sale Prospectus or the Final Prospectus or suspending any such qualification, to use promptly its best efforts to obtain the withdrawal of such orderits withdrawal; (b) To furnish to you a copy of each proposed Issuer Free Writing Prospectus free writing prospectus to be prepared by or on behalf of, used by, or referred to by the Company and not to use or refer to any proposed free writing prospectus without your consentto which you reasonably object; (c) Not to take any action that would result in an Underwriter or the Company being required to file with the Commission pursuant to Rule 433(d) under the Act a free writing prospectus prepared by or on behalf of the Underwriters that the Underwriters otherwise would not have been required to file thereunder; (d) If the Time of Sale Prospectus is being used to solicit offers to buy the Shares Securities at a time when the Final Prospectus is not yet available to prospective purchasers, to furnish the Underwriters with copies of the Time of Sale Prospectus as amended or supplemented in such quantities as the Representatives may from time to time reasonably request, and if at such time any event shall have occurred as a result of which the Time of Sale Prospectus as then amended or supplemented would include an untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in light of the circumstances under which they were made when such Time of Sale Prospectus is delivered, not misleading, or, if for any other reason it shall be necessary during such period to amend or supplement the Time of Sale Prospectus or to file under the Exchange Act any document incorporated by reference in the Time of Sale Prospectus in order to comply with the Act, the Exchange Act or the Exchange Trust Indenture Act, to notify the Representatives and upon their request to prepare and furnish without charge to each Underwriter and to any dealer in securities as many copies as the Representatives may from time to time reasonably request of an amended Time of Sale Prospectus or a supplement to the Time of Sale Prospectus which will correct such statement or omission or effect such compliance; (e) Promptly from time to time to take such action as the Representatives may reasonably request to qualify the Shares and the Preferred Shares Securities for offering and sale under the securities and insurance securities laws of such jurisdictions as the Representatives may request and to comply with such laws so as to permit the continuance of sales and dealings therein in such jurisdictions for as long as may be necessary to complete the distribution of the SharesSecurities, provided that in connection therewith, the Company shall not be required to qualify as a foreign corporation or to file a general consent to service of process in any jurisdiction or to subject itself to taxation in respect of doing business in any jurisdiction in which it is not otherwise subject to such taxationjurisdiction; (f) To furnish the Underwriters with copies of the Final Prospectus as amended or supplemented in such quantities as the Representatives may from time to time reasonably request, and, if the delivery of a prospectus is required at any time in connection with the offering or sale of the Shares Securities (or in lieu thereof the notice referred to in Rule 173(a) under the Act), and if at such time any event shall have occurred as a result of which the Final Prospectus as then amended or supplemented would include an untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in light of the circumstances under which they were made when such Final Prospectus (or in lieu thereof the notice referred to in Rule 173(a) under the Act) is delivered, not misleading, or, if for any other reason it shall be necessary during such period to amend or supplement the Final Prospectus or to file under the Exchange Act any document incorporated by reference in the Final Prospectus in order to comply with the Act, the Exchange Act or the Exchange Trust Indenture Act, to notify the Representatives and upon their request to prepare and furnish without charge to each Underwriter and to any dealer in securities as many copies as the Representatives may from time to time reasonably request of an amended Final Prospectus or a supplement to the Final Prospectus which will correct such statement or omission or effect such compliance; (g) To make generally available to its securityholders as soon as practicable, but in any event not later than eighteen months after the effective date of the Registration Statement, an earning earnings statement of the Company and its subsidiaries (which need not be audited) complying with Section 11(a) of the Act and the rules and regulations thereunder;; and (h) During a the period of 30 days beginning from the date hereof and continuing to and including the latter of this Agreement(i) the termination of trading restrictions for the Securities, as notified to the Company by the Representatives or their counsel and (ii) the Time of Delivery for the Securities, not to offer, sell, contract to sell or otherwise dispose of any securities of the Company which are substantially similar to the Shares and the Preferred SharesSecurities, without the prior written consent of the Representatives, which consent shall not be unreasonably withheld; provided, however, that the foregoing sentence shall not apply to the Shares to be sold hereunder;. (i) Not to The Company will not take, directly or indirectly, any action designed to or that would constitute or that might reasonably be expected to cause or result in, under the Exchange Act or otherwise, stabilization or manipulation of the price of any security of the Company to facilitate the sale or resale of the Shares; (j) To use the net proceeds received by it from the sale of the Shares in the manner specified in the Registration Statement, the Time of Sale Prospectus and the Final Prospectus under the caption “Use of Proceeds”; and (k) To use its best efforts to effect the listing of the Shares on the NYSE within 30 days of the First Time of Delivery for the SharesSecurities.

Company Covenants. The Company agrees with each of the Underwriters of the Sharesany Securities: (ia) To prepare the Final Prospectus as amended and supplemented in relation to the Shares and the Preferred Shares applicable Securities in a form approved by the Representatives and to file timely file such Final Prospectus pursuant to Rule 424(b) under the Act); (ii) to make no further amendment or any supplement to the Registration Statement, the Time of Sale Prospectus Statement or the Final Prospectus as amended or supplemented after the date hereof Applicable Time and prior to the Time of Delivery Closing Date for the Shares such Securities unless the Representatives for such Securities shall have had a reasonable opportunity to review and comment upon any such amendment or supplement prior to any filing thereof; (iii) to advise the Representatives Representatives, promptly after it receives notice thereof, of the time when any such amendment to the Registration Statement has been filed or becomes effective or any supplement after such Time of Delivery to the Final Prospectus or any amended Final Prospectus has been filed and to furnish the Representatives with copies thereof; (iv) to file promptly all reports and any definitive proxy or information statements required to be filed by the Company with the Commission pursuant to Section Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act for so long as the delivery of a prospectus is required in connection with the offering or sale of the Sharessuch Securities and, and during such same period period, to advise the Representatives, promptly after it receives notice thereof, of (I) the time when any amendment to the Registration Statement has been filed or becomes effective or any supplement or amendment to the Time of Sale Prospectus or the Final Prospectus has been filed with the Commission, (IIi) the issuance by the Commission of any stop order or of any order preventing or suspending the use of the Registration Statement, the Time of Sale Prospectus or the Final Prospectus, (IIIii) the suspension of the qualification of the Shares such Securities for offering or sale in any jurisdiction or of the initiation or threatening of any proceeding for any such purpose, or (IViii) any request by the Commission for the amending or supplementing of the Registration Statement, the Time of Sale Prospectus Statement or the Final Prospectus or for additional information; and, in the event of the issuance of any such stop order or of any such order preventing or suspending the use of the Time of Sale Prospectus or the Final Prospectus or suspending any such qualification, promptly to use promptly its best efforts to obtain the withdrawal of such order; (b) To give the Representatives notice of its intention to make any filing pursuant to the Exchange Act or the regulations of the Commission thereunder, other than filings made pursuant to Section 16 under the Exchange Act, during the period beginning from the Applicable Time and continuing to and including the Closing Date and to furnish the Representatives with copies of any such documents a reasonable amount of time prior to such proposed filing. The Company shall prepare the Final Term Sheet and file such Final Term Sheet as an Issuer Free Writing Prospectus within two business days after the date hereof; provided that the Company shall furnish the Representatives with copies of any such Final Term Sheet a reasonable amount of time prior to such proposed filing and will not use or file any such document to which the Representatives or counsel to the Representatives shall object; (c) Promptly from time to time to take such action as the Representatives may reasonably request to qualify such Securities for offering and sale under the securities laws of such jurisdictions as the Representatives may reasonably request and to comply with such laws so as to permit the continuance of sales and dealings therein in such jurisdictions for so long as may be necessary to complete the distribution of such Securities, provided that in connection therewith the Company shall not be required to qualify as a foreign corporation, to file a general consent to service of process in any jurisdiction or to subject itself to taxation in respect of doing business in any jurisdiction in which it is not otherwise subject; (d) To furnish to you the Representatives a copy of each proposed Issuer Free Writing Prospectus to be prepared by or on behalf of, used by, or referred to by the Company and not to use or refer to any proposed free Issuer Free Writing Prospectus to which the Representatives reasonably object; if at any time following issuance of an Issuer Free Writing Prospectus there occurred or occurs an event or development as a result of which such Issuer Free Writing Prospectus conflicted or would conflict with the information contained in the Registration Statement, the Disclosure Package, the Final Prospectus or any Preliminary Prospectus or, when taken together with the Disclosure Package and any other such Issuer Free Writing Prospectus, included or would include an untrue statement of a material fact or omitted or would omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances prevailing at that subsequent time, not misleading, to promptly notify the Representatives and, if requested by the Representatives, to promptly amend or supplement, at its own expense, such Issuer Free Writing Prospectus to eliminate or correct such conflict, untrue statement or omission; provided, however, that this covenant shall not apply to any statements or omissions in an Issuer Free Writing Prospectus made in reliance upon and in conformity with information furnished in writing prospectus without your consentto the Company by any Underwriter expressly for use therein; (ce) Not to take any action that would result in an Underwriter or the Company being required to file with the Commission pursuant to Rule 433(d) under the Act a free writing prospectus prepared by or on behalf of the Underwriters that the Underwriters otherwise would not have been required to file thereunder; (d) If the Time of Sale Prospectus is being used to solicit offers to buy the Shares at a time when the Final Prospectus is not yet available to prospective purchasers, to To furnish the Underwriters with copies of any Issuer Free Writing Prospectus or the Time of Sale Final Prospectus as amended or supplemented in such quantities as the Representatives may from time to time reasonably request, and if if, at any time prior to the earlier of (i) the completion of the distribution by each of the Underwriters of the Securities purchased by such time Underwriter under this Agreement and (ii) the expiration of nine months after the date of the Final Prospectus, any event shall have occurred as a result of which any Issuer Free Writing Prospectus or the Time of Sale Final Prospectus as then amended or supplemented would include an untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made when such Time of Sale Issuer Free Writing Prospectus is or the Final Prospectus were delivered, not misleading, or, if for any other reason it shall be necessary during such period to amend or supplement any Issuer Free Writing Prospectus or the Time of Sale Final Prospectus or to file under the Exchange Act any document incorporated by reference in any Issuer Free Writing Prospectus or the Time of Sale Final Prospectus in order to comply with the Act or the Exchange Act, (i) to notify the Representatives and (ii) upon their request to prepare and furnish without charge to each Underwriter and to any dealer in securities as many copies as the Representatives may from time to time reasonably request of an amended Time of Sale Issuer Free Writing Prospectus or a supplement to the Time of Sale Prospectus which will correct such statement or omission or effect such compliance; (e) Promptly from time to time to take such action as the Representatives may reasonably request to qualify the Shares and the Preferred Shares for offering and sale under the securities and insurance securities laws of such jurisdictions as the Representatives may request and to comply with such laws so as to permit the continuance of sales and dealings therein in such jurisdictions for as long as may be necessary to complete the distribution of the Shares, provided that in connection therewith, the Company shall not be required to qualify as a foreign corporation or to file a general consent to service of process in any jurisdiction or to subject itself to taxation in respect of doing business in any jurisdiction in which it is not otherwise subject to such taxation; (f) To furnish the Underwriters with copies of the Final Prospectus as amended or supplemented in such quantities as the Representatives may from time to time reasonably request, and, if the delivery of a prospectus is required at any time in connection with the offering or sale of the Shares (or in lieu thereof the notice referred to in Rule 173(a) under the Act), and if at such time any event shall have occurred as a result of which the Final Prospectus as then amended or supplemented would include an untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in light of the circumstances under which they were made when such Final Prospectus (or in lieu thereof the notice referred to in Rule 173(a) under the Act) is delivered, not misleading, or, if for any other reason it shall be necessary during such period to amend or supplement the Final Prospectus or to file under the Exchange Act any document incorporated by reference in the Final Prospectus in order to comply with the Act or the Exchange Act, to notify the Representatives and upon their request to prepare and furnish without charge to each Underwriter and to any dealer in securities as many copies as the Representatives may from time to time reasonably request of an amended Final Prospectus or a supplement to the Final Prospectus which will correct such statement or omission or effect such compliance; and any Issuer Free Writing Prospectus and the Final Prospectus and any amendments or supplements thereto furnished to the Representatives shall be identical to the electronically transmitted copies thereof filed with the Commission pursuant to XXXXX, except to the extent permitted by Regulation S-T; (gf) To make generally available to its securityholders of the Company as soon as practicable, but in any event not later than eighteen months after the effective date of the Registration StatementStatement (as defined in Rule 158(c) under the Act), an earning earnings statement of the Company and its subsidiaries (which need not be audited) complying with Section 11(a) of the Act and the rules and regulations thereunderthereunder (including, at the option of the Company, Rule 158); (hg) During a period of 30 days from the date of this the applicable Pricing Agreement, not to offer, sell, contract to offer or sell or otherwise dispose of any preferred stock of the Company or debt securities of the Company which are substantially Company, in each case, having pricing characteristics similar to the Shares Securities exceeding an aggregate liquidation preference and principal amount of $3 billion, except, for the Preferred Sharesavoidance of doubt, debt securities issued under the Global Note Issuance Programs of Metropolitan Life Global Funding I and Met Tower Global Funding or any commercial paper program of, or sponsored by, the Company or any subsidiaries, without the prior written consent of the Representatives, which consent shall not be unreasonably withheld; provided; (h) During a period of five years from the effective date of the Registration Statement, however, that the foregoing sentence shall not apply to furnish to the Shares Representatives copies of all reports or other communications (financial or other) furnished to stockholders of the Company, and to furnish to the Representatives as soon as they are available, copies of any reports and financial statements furnished to or filed with the Commission or any national securities exchange on which the Securities or any class of securities of the Company is listed (such financial statements to be sold hereunderon a consolidated basis to the extent the accounts of the Company and its subsidiaries are consolidated in reports furnished to its stockholders generally or to the Commission), provided that reports and financial statements furnished to or filed with the Commission, and publicly available on XXXXX, or furnished on the Company’s website, shall be deemed to have been furnished to the Representatives under this Section 4(h); (i) Not The Company agrees that, unless it obtains the prior consent of the Representatives, and each Underwriter represents and agrees that, unless it obtains the prior consent of the Company and the Representatives, it has not made and will not make any offer relating to take, directly or indirectly, any action designed to or the Securities that would constitute an Issuer Free Writing Prospectus (other than, for the avoidance of doubt, any Bloomberg L.P. or that might reasonably be expected other electronic communication regarding any preliminary term sheets or comparable security prices and the Final Term Sheet filed pursuant to cause or result inSection 4(b) hereto). Each Underwriter agrees, under unless it obtains the Exchange Act or otherwise, stabilization or manipulation of the price of any security prior consent of the Company and the Representatives, not to facilitate take any action that would result in the sale Company being required to file with the Commission under Rule 433(d) under the Act a free writing prospectus prepared by or resale on behalf of such Underwriter that otherwise would not be required to be filed by the Shares;Company thereunder but for the action of such Underwriter (other than, for the avoidance of doubt, the Final Term Sheet filed pursuant to Section 4(b) hereto); and (j) To The Company agrees to use the net proceeds received by it the Company from the sale of the Shares Securities pursuant to this Agreement in the manner specified in the Registration Statement, the Time of Sale Prospectus and the Final Prospectus under the caption “Use of Proceeds”; and (k) To use its best efforts to effect the listing of the Shares on the NYSE within 30 days of the First Time of Delivery for the SharesPricing Prospectus.

Company Covenants. The Company agrees with each of the Underwriters of the SharesRemarketing Agents: (ia) To prepare the Final Prospectus as amended and supplemented in relation to the Shares and the Preferred Shares Remarketed Securities in a form approved by the Representatives Remarketing Agents and to file timely file such Final Prospectus pursuant to Rule 424(b) under the Act; (ii) to make no further amendment or any supplement to the Registration Statement, the Time of Sale Prospectus Statement or the Final Prospectus as amended or supplemented after the date hereof Applicable Time and prior to the Time of Delivery Remarketing Settlement Date for the Shares Remarketed Securities unless the Representatives Remarketing Agents for such Remarketed Securities shall have had a reasonable opportunity to review and comment upon any such amendment or supplement prior to any filing thereof; (iii) to advise the Representatives Remarketing Agents, promptly after it receives notice thereof, of the time when any such amendment to the Registration Statement has been filed or becomes effective or any supplement after such Time of Delivery to the Final Prospectus or any amended Final Prospectus has been filed and to furnish the Representatives Remarketing Agents with copies thereof; (iv) to file promptly all reports and any definitive proxy or information statements required to be filed by the Company with the Commission pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act for so long as the delivery of a prospectus is required in connection with the offering or sale Remarketing of the Sharessuch Remarketed Securities and, and during such same period period, to advise the RepresentativesRemarketing Agents, promptly after it receives notice thereof, of (I) the time when any amendment to the Registration Statement has been filed or becomes effective or any supplement or amendment to the Time of Sale Prospectus or the Final Prospectus has been filed with the Commission, (IIi) the issuance by the Commission of any stop order or of any order preventing or suspending the use of the Registration Statement, the Time of Sale Prospectus or the Final Prospectus, (IIIii) the suspension of the qualification of the Shares such Remarketed Securities for offering or sale Remarketing in any jurisdiction or of the initiation or threatening of any proceeding for any such purpose, or (IViii) any request by the Commission for the amending or supplementing of the Registration Statement, the Time of Sale Prospectus Statement or the Final Prospectus or for additional information; and, in the event of the issuance of any such stop order or of any such order preventing or suspending the use of the Time of Sale Prospectus or the Final Prospectus or suspending any such qualification, promptly to use promptly its best efforts to obtain the withdrawal of such order; (b) To give the Remarketing Agents notice of any filings made pursuant to the Exchange Act or the regulations of the Commission thereunder within forty-eight hours prior to the Applicable Time; to give the Remarketing Agents notice of its intention to make any such filing from the Applicable Time to the Remarketing Settlement Date and to furnish the Remarketing Agents with copies of any such documents a reasonable amount of time prior to you a copy of each such proposed filing. The Company shall prepare the Final Term Sheet and file such Final Term Sheet as an Issuer Free Writing Prospectus to be prepared by or on behalf of, used by, or referred to by within two Business Days after the Remarketing Date; provided that the Company shall furnish the Remarketing Agents with copies of any such Final Term Sheet a reasonable amount of time prior to such proposed filing and will not to use or refer file any such document to any proposed free writing prospectus without your consentwhich the Remarketing Agents or counsel to the Remarketing Agents shall object; (c) Not to take any action that would result in an Underwriter or the Company being required to file with the Commission pursuant to Rule 433(d) under the Act a free writing prospectus prepared by or on behalf of the Underwriters that the Underwriters otherwise would not have been required to file thereunder; (d) If the Time of Sale Prospectus is being used to solicit offers to buy the Shares at a time when the Final Prospectus is not yet available to prospective purchasers, to furnish the Underwriters with copies of the Time of Sale Prospectus as amended or supplemented in such quantities as the Representatives may from time to time reasonably request, and if at such time any event shall have occurred as a result of which the Time of Sale Prospectus as then amended or supplemented would include an untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in light of the circumstances under which they were made when such Time of Sale Prospectus is delivered, not misleading, or, if for any other reason it shall be necessary during such period to amend or supplement the Time of Sale Prospectus or to file under the Exchange Act any document incorporated by reference in the Time of Sale Prospectus in order to comply with the Act or the Exchange Act, to notify the Representatives and upon their request to prepare and furnish without charge to each Underwriter and to any dealer in securities as many copies as the Representatives may from time to time reasonably request of an amended Time of Sale Prospectus or a supplement to the Time of Sale Prospectus which will correct such statement or omission or effect such compliance; (e) Promptly from time to time to take such action as the Representatives Remarketing Agents may reasonably request to qualify the Shares and the Preferred Shares Remarketed Securities for offering and sale under the securities and insurance securities laws of such jurisdictions as the Representatives Remarketing Agents may reasonably request and to comply with such laws so as to permit the continuance of sales and dealings therein in such jurisdictions for as so long as may be necessary to complete the distribution of the Sharessuch Remarketed Securities, provided that in connection therewith, therewith the Company shall not be required to qualify as a foreign corporation or corporation, to file a general consent to service of process in any jurisdiction or to subject itself to taxation in respect of doing business in any jurisdiction in which it is not otherwise subject to such taxationsubject; (fd) To furnish to the Remarketing Agents a copy of each proposed Issuer Free Writing Prospectus prepared by or on behalf of, used by, or referred to by the Company and not to use or refer to any proposed Issuer Free Writing Prospectus to which the Remarketing Agents reasonably object; if at any time following issuance of an Issuer Free Writing Prospectus there occurred or occurs an event or development as a result of which such Issuer Free Writing Prospectus conflicted or would conflict with the information contained in the Registration Statement, the Disclosure Package, the Final Prospectus or any Preliminary Prospectus or, when taken together with the Disclosure Package and any other such Issuer Free Writing Prospectus, included or would include an untrue statement of a material fact or omitted or would omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances prevailing at that subsequent time, not misleading, to promptly notify the Remarketing Agents and, if requested by the Remarketing Agents, to promptly amend or supplement, at its own expense, such Issuer Free Writing Prospectus to eliminate or correct such conflict, untrue statement or omission; provided, however, that this covenant shall not apply to any statements or omissions in an Issuer Free Writing Prospectus made in reliance upon and in conformity with information furnished in writing to the Company by any Remarketing Agent expressly for use therein; (e) To furnish the Underwriters Remarketing Agents with copies of any Issuer Free Writing Prospectus or the Final Prospectus as amended or supplemented in such quantities as the Representatives Remarketing Agents may from time to time reasonably request, andand if, if the delivery of a prospectus is required at any time in connection with prior to the offering or sale earlier of (i) the completion of the Shares distribution of the Remarketed Securities and (or in lieu thereof ii) the notice referred to in Rule 173(a) under expiration of nine months after the Act)date of the Final Prospectus, and if at such time any event shall have occurred as a result of which any Issuer Free Writing Prospectus or the Final Prospectus as then amended or supplemented would include an untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made when such Issuer Free Writing Prospectus or the Final Prospectus (or in lieu thereof the notice referred to in Rule 173(a) under the Act) is were delivered, not misleading, or, if for any other reason it shall be necessary during such period to amend or supplement any Issuer Free Writing Prospectus or the Final Prospectus or to file under the Exchange Act any document incorporated by reference in any Issuer Free Writing Prospectus or the Final Prospectus in order to comply with the Act or the Exchange Act, (i) to notify the Representatives Remarketing Agents and (ii) upon their request to prepare and furnish without charge to each Underwriter Remarketing Agent and to any dealer in securities as many copies as the Representatives such Remarketing Agent may from time to time reasonably request of an amended Final Issuer Free Writing Prospectus or a supplement to the Final Prospectus or an amended Final Prospectus which will correct such statement or omission or effect such compliance; and any Issuer Free Writing Prospectus and the Final Prospectus and any amendments or supplements thereto furnished to the Remarketing Agents shall be identical to the electronically transmitted copies thereof filed with the Commission pursuant to XXXXX, except to the extent permitted by Regulation S-T; (gf) To make generally available to its securityholders of the Company as soon as practicable, but in any event not later than eighteen months after the effective date of the Registration StatementStatement (as defined in Rule 158(c) under the Act), an earning earnings statement of the Company and its subsidiaries (which need not be audited) complying with Section 11(a) of the Act and the rules and regulations thereunderthereunder (including, at the option of the Company, Rule 158); (g) During the period beginning from the Applicable Time and continuing to and including the Remarketing Settlement Date for the Remarketed Securities, not to offer, sell, contract to offer or sell or otherwise dispose of any debt securities of the Company having pricing characteristics similar to the Securities exceeding an aggregate principal amount of $3 billion, except, for the avoidance of doubt, debt securities issued under the Global Medium Term Note Program of Metropolitan Life Global Funding I, Global Medium Term Note Program of MetLife Institutional Funding II, or any commercial paper program of, or sponsored by, the Company or any subsidiaries, without the prior written consent of the Remarketing Agents, which consent shall not be unreasonably withheld; (h) During a period of 30 days five years from the effective date of this Agreementthe Registration Statement, not to offerfurnish to the Remarketing Agents copies of all reports or other communications (financial or other) furnished to stockholders of the Company, selland to furnish to the Remarketing Agents as soon as they are available, contract to sell or otherwise dispose copies of any reports and financial statements furnished to or filed with the Commission or any national securities exchange on which the Securities or any class of securities of the Company which are substantially similar is listed (such financial statements to be on a consolidated basis to the Shares and extent the Preferred Shares, without the prior written consent accounts of the Representatives, which consent shall not be unreasonably withheld; provided, however, that the foregoing sentence shall not apply Company and its subsidiaries are consolidated in reports furnished to its stockholders generally or to the Shares Commission), provided that reports and financial statements furnished to or filed with the Commission, and publicly available on XXXXX, or furnished on the Company’s website, shall be sold hereunderdeemed to have been furnished to the Remarketing Agents under this Section 3(h); (i) Not The Company agrees that, unless it obtains the prior consent of the Remarketing Agents, and each Remarketing Agent represents and agrees that, unless it obtains the prior consent of the Company, it has not made and will not make any offer relating to take, directly or indirectly, any action designed to or the Remarketed Securities that would constitute an Issuer Free Writing Prospectus (other than, for the avoidance of doubt, any Bloomberg L.P. or other electronic communication regarding any preliminary term sheets or comparable bond prices and the Final Term Sheet filed pursuant to Section 3(b) hereto). Each Remarketing Agent agrees, unless it obtains the prior consent of the Company, not to take any action that might reasonably be expected would result in the Company being required to cause or result in, file with the Commission under Rule 433(d) under the Exchange Act a free writing prospectus prepared by or otherwise, stabilization or manipulation on behalf of the price of any security of each Remarketing Agent that otherwise would not be required to be filed by the Company thereunder but for the action of such Remarketing Agent (other than, for the avoidance of doubt, the Final Term Sheet filed pursuant to facilitate the sale or resale of the Shares;Section 3(b) hereto); and (j) To use The Company agrees to promptly notify the net proceeds received by it from Remarketing Agents if A.M. Best & Co., Fitch Ratings, Ltd., Xxxxx’x Investors Service, Inc. or Standard & Poor’s Ratings Services has given notice of any intended or potential downgrading or any review for a possible change of its rating of any debt security or the sale financial strength or the claims paying ability of the Shares in the manner specified in the Registration Statement, the Time of Sale Prospectus and the Final Prospectus under the caption “Use of Proceeds”; and (k) To use its best efforts to effect the listing of the Shares on the NYSE within 30 days of the First Time of Delivery for the SharesCompany or any Significant Subsidiary.

Company Covenants. The Company agrees with each of the Underwriters of the SharesRemarketing Agents: (ia) To prepare the Final Prospectus as amended and supplemented in relation to the Shares and the Preferred Shares applicable Remarketed Securities in a form approved by the Representatives Remarketing Agent and to file timely file such Final Prospectus pursuant to Rule 424(b) under the Securities Act; (ii) to make no further amendment or any supplement to the Registration Statement, the Time of Sale Prospectus Statement or the Final Prospectus as amended or supplemented after the date hereof Applicable Time and prior to the Time of Delivery Remarketing Settlement Date for the Shares such Remarketed Securities unless the Representatives Remarketing Agents for such Remarketed Securities shall have had a reasonable opportunity to review and comment upon any such amendment or supplement prior to any filing thereof; (iii) to advise the Representatives Remarketing Agents, promptly after it receives notice thereof, of the time when any such amendment to the Registration Statement has been filed or becomes effective or any supplement after such Time of Delivery to the Final Prospectus or any amended Final Prospectus has been filed and to furnish the Representatives Remarketing Agents with copies thereof; (iv) to file promptly all reports and any definitive proxy or information statements required to be filed by the Company with the Commission pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act for so long as the delivery of a prospectus is required in connection with the offering or sale remarketing of the Sharessuch Remarketed Securities and, and during such same period period, to advise the RepresentativesRemarketing Agents, promptly after it receives notice thereof, of (I) the time when any amendment to the Registration Statement has been filed or becomes effective or any supplement or amendment to the Time of Sale Prospectus or the Final Prospectus has been filed with the Commission, (IIi) the issuance by the Commission of any stop order or of any order preventing or suspending the use of the Registration Statement, the Time of Sale Prospectus or the Final Prospectus, (IIIii) the suspension of the qualification of the Shares such Remarketed Securities for offering or sale remarketing in any jurisdiction or of the initiation or threatening of any proceeding for any such purpose, or (IViii) any request by the Commission for the amending or supplementing of the Registration Statement, the Time of Sale Prospectus Statement or the Final Prospectus or for additional information; and, in the event of the issuance of any such stop order or of any such order preventing or suspending the use of the Time of Sale Prospectus or the Final Prospectus or suspending any such qualification, promptly to use promptly its best efforts to obtain the withdrawal of such order;. (b) To give the Remarketing Agents notice of any filings made pursuant to the Exchange Act or the regulations of the Commission thereunder within forty-eight hours prior to the Applicable Time; to give the Remarketing Agents notice of its intention to make any such filing from the Applicable Time to the Remarketing Settlement Date and to furnish the Remarketing Agents with copies of any such documents a reasonable amount of time prior to you a copy of each such proposed filing. The Company shall prepare the Final Term Sheet and file such Final Term Sheet as an Issuer Free Writing Prospectus to be prepared by or on behalf of, used by, or referred to by within two business days after the date hereof; provided that the Company shall furnish the Remarketing Agents with copies of any such Final Term Sheet a reasonable amount of time prior to such proposed filing and will not to use or refer file any such document to any proposed free writing prospectus without your consent;which the Remarketing Agents or counsel to the Remarketing Agents shall object. (c) Not to take any action that would result in an Underwriter or the Company being required to file with the Commission pursuant to Rule 433(d) under the Act a free writing prospectus prepared by or on behalf of the Underwriters that the Underwriters otherwise would not have been required to file thereunder; (d) If the Time of Sale Prospectus is being used to solicit offers to buy the Shares at a time when the Final Prospectus is not yet available to prospective purchasers, to furnish the Underwriters with copies of the Time of Sale Prospectus as amended or supplemented in such quantities as the Representatives may from time to time reasonably request, and if at such time any event shall have occurred as a result of which the Time of Sale Prospectus as then amended or supplemented would include an untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in light of the circumstances under which they were made when such Time of Sale Prospectus is delivered, not misleading, or, if for any other reason it shall be necessary during such period to amend or supplement the Time of Sale Prospectus or to file under the Exchange Act any document incorporated by reference in the Time of Sale Prospectus in order to comply with the Act or the Exchange Act, to notify the Representatives and upon their request to prepare and furnish without charge to each Underwriter and to any dealer in securities as many copies as the Representatives may from time to time reasonably request of an amended Time of Sale Prospectus or a supplement to the Time of Sale Prospectus which will correct such statement or omission or effect such compliance; (e) Promptly from time to time to take such action as the Representatives Remarketing Agents may reasonably request to qualify the Shares and the Preferred Shares Remarketed Securities for offering and sale under the securities and insurance securities laws of such jurisdictions as the Representatives Remarketing Agents may reasonably request and to comply with such laws so as to permit the continuance of sales and dealings therein in such jurisdictions for as so long as may be necessary to complete the distribution of the Sharessuch Remarketed Securities, provided that in connection therewith, therewith the Company shall not be required to qualify as a foreign corporation or corporation, to file a general consent to service of process in any jurisdiction or to subject itself to taxation in respect of doing business in any jurisdiction in which it is not otherwise subject to such taxation;subject. (fd) To furnish to the Remarketing Agents a copy of each proposed Issuer Free Writing Prospectus prepared by or on behalf of, used by, or referred to by the Company and not to use or refer to any proposed Issuer Free Writing Prospectus to which the Remarketing Agents reasonably object; if at any time following issuance of an Issuer Free Writing Prospectus there occurred or occurs an event or development as a result of which such Issuer Free Writing Prospectus conflicted or would conflict with the information contained in the Registration Statement, any Preliminary Prospectus or the Final Prospectus or included or would include an untrue statement of a material fact or omitted or would omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances prevailing at that subsequent time, not misleading, to promptly notify the Remarketing Agents and, if requested by the Remarketing Agents, to promptly amend or supplement, at its own expense, such Issuer Free Writing Prospectus to eliminate or correct such conflict, untrue statement or omission; provided, however, that this covenant shall not apply to any statements or omissions in an Issuer Free Writing Prospectus made in reliance upon and in conformity with information furnished in writing to the Company by any Remarketing Agent expressly for use therein. (e) To furnish the Underwriters Remarketing Agents with written and electronic copies of any Issuer Free Writing Prospectus or the Final Prospectus as amended or supplemented in such quantities as the Representatives Remarketing Agents may from time to time reasonably request, and, if the delivery of a prospectus is required at any time in connection with prior to the offering or sale earlier of the Shares (distribution of the Remarketed Securities or in lieu thereof the notice referred to in Rule 173(a) under expiration of nine months after the Act)date of the Final Prospectus, and if at such time any event shall have occurred as a result of which any Issuer Free Writing Prospectus or the Final Prospectus as then amended or supplemented would include an untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made when such Issuer Free Writing Prospectus or the Final Prospectus (or in lieu thereof the notice referred to in Rule 173(a) under the Act) is were delivered, not misleading, or, if for any other reason it shall be necessary during such period to amend or supplement any Issuer Free Writing Prospectus or the Final Prospectus or to file under the Exchange Act any document incorporated by reference in any Issuer Free Writing Prospectus or the Final Prospectus in order to comply with the Securities Act, the Exchange Act or the Exchange Trust Indenture Act, (i) to notify the Representatives Remarketing Agents and (ii) upon their request to prepare and furnish without charge to each Underwriter Remarketing Agent and to any dealer in securities as many copies as the Representatives Remarketing Agent may from time to time reasonably request of an amended Final Issuer Free Writing Prospectus or a supplement to the Final Prospectus which will correct such statement or omission or effect such compliance;; and any Issuer Free Writing Prospectus and the Final Prospectus and any amendments or supplements thereto furnished to the Remarketing Agents shall be identical to the electronically transmitted copies thereof filed with the Commission pursuant to XXXXX, except to the extent permitted by Regulation S-T. (gf) To make generally available to its securityholders of the Company as soon as practicable, but in any event not later than eighteen months after the effective date of the Registration StatementStatement (as defined in Rule 158(c) under the Securities Act), an earning earnings statement of the Company and its subsidiaries (which need not be audited) complying with Section 11(a) of the Securities Act and the rules and regulations thereunder;thereunder (including, at the option of the Company, Rule 158). (g) The Company will prepare a Final Term Sheet containing only a description of the Securities, in a form approved by the Remarketing Agents, and will file such term sheet pursuant to Rule 433(d) under the Securities Act within the time required by such rule. Any such Final Term Sheet shall be an Issuer Free Writing Prospectus for purposes of this Remarketing Agreement. (h) During a the period of 30 days beginning from the date of this AgreementApplicable Time and continuing to and including the Remarketing Settlement Date for such Securities, not to offer, sell, contract to offer or sell or otherwise dispose of any debt securities of the Company which are substantially having pricing characteristics similar to the Shares and Securities, except, for the Preferred Sharesavoidance of doubt, debt securities issued under the Global Medium Term Note Program of Metropolitan Life Global Funding I, the Euro Medium Term Note Program of MetLife Institutional Funding I, LLC, or any commercial paper program of, or sponsored by, the Company or any subsidiaries, exceeding an aggregate principal amount of $3 billion without the prior written consent of the RepresentativesRemarketing Agents, which consent shall not be unreasonably withheld; provided, however, that the foregoing sentence shall not apply to the Shares to be sold hereunder;. (i) Not During a period of five years from the effective date of the Registration Statement, to takefurnish to the Remarketing Agents copies of all reports or other communications (financial or other) furnished to stockholders of the Company, directly or indirectlyand to furnish to the Remarketing Agents as soon as they are available, copies of any action designed reports and financial statements furnished to or that would constitute filed with the Commission or that might reasonably be expected to cause any national securities exchange on which the Securities or result in, under the Exchange Act or otherwise, stabilization or manipulation any class of the price of any security securities of the Company is listed (such financial statements to facilitate be on a consolidated basis to the sale or resale extent the accounts of the Shares;Company and its subsidiaries are consolidated in reports furnished to its stockholders generally or to the Commission), provided that reports and financial statements furnished to or filed with the Commission, and publicly available on XXXXX, or furnished on the Company’s website, shall be deemed to have been furnished to the Remarketing Agents under this Section 3(i). (j) To use The Company agrees that, unless it obtains the net proceeds received by it from the sale prior consent of the Shares Remarketing Agents, and each Remarketing Agent represents and agrees that, unless it obtains the prior consent of the Company, it has not made and will not make any offer relating to the Remarketed Securities that would constitute an Issuer Free Writing Prospectus (other than, for the avoidance of doubt, the Final Term Sheet filed pursuant to Section 3(b) hereto). Each Remarketing Agent agrees, unless it obtains the prior consent of the Company, not to take any action that would result in the manner specified in Company being required to file with the Registration StatementCommission under Rule 433(d) under the Securities Act a free writing prospectus prepared by or on behalf of each Remarketing Agent that otherwise would not be required to be filed by the Company thereunder but for the action of such Remarketing Agent (other than, for the avoidance of doubt, the Time Final Term Sheet filed pursuant to Section 3(b) hereto). Any such Issuer Free Writing Prospectus, the use of Sale Prospectus and which has been consented to by the Final Prospectus under the caption “Use of Proceeds”; andCompany, is listed on Schedule 1 hereto. (k) To use its best efforts The Company agrees to effect promptly notify the listing Remarketing Agents if A.M. Best & Co. or any “nationally recognized statistical rating organization,” as that term is defined in Section 3(a)(62) of the Shares on Exchange Act, has given notice of any intended or potential downgrading or any review for a possible change of its rating of any debt security or the NYSE within 30 days financial strength or the claims paying ability of the First Time of Delivery for the SharesCompany or any Significant Subsidiary.

Company Covenants. The Company agrees with each of the Underwriters of the Sharesany Securities: (ia) To prepare the Final Prospectus as amended and supplemented in relation to the Shares and the Preferred Shares applicable Securities in a form approved by the Representatives and to file timely file such Final Prospectus pursuant to Rule 424(b) under the Act; (ii) to make no further amendment or any supplement to the Registration Statement, the Time of Sale Prospectus Statement or the Final Prospectus as amended or supplemented after the date hereof Applicable Time and prior to the Time of Delivery Closing Date for the Shares such Securities unless the Representatives for such Securities shall have had a reasonable opportunity to review and comment upon any such amendment or supplement prior to any filing thereof; (iii) to advise the Representatives Representatives, promptly after it receives notice thereof, of the time when any such amendment to the Registration Statement has been filed or becomes effective or any supplement after such Time of Delivery to the Final Prospectus or any amended Final Prospectus has been filed and to furnish the Representatives with copies thereof; (iv) to file promptly all reports and any definitive proxy or information statements required to be filed by the Company with the Commission pursuant to Section Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act for so long as the delivery of a prospectus is required in connection with the offering or sale of the Sharessuch Securities and, and during such same period period, to advise the Representatives, promptly after it receives notice thereof, of (I) the time when any amendment to the Registration Statement has been filed or becomes effective or any supplement or amendment to the Time of Sale Prospectus or the Final Prospectus has been filed with the Commission, (IIi) the issuance by the Commission of any stop order or of any order preventing or suspending the use of the Registration Statement, the Time of Sale Prospectus or the Final Prospectus, (IIIii) the suspension of the qualification of the Shares such Securities for offering or sale in any jurisdiction or of the initiation or threatening of any proceeding for any such purpose, or (IViii) any request by the Commission for the amending or supplementing of the Registration Statement, the Time of Sale Prospectus Statement or the Final Prospectus or for additional information; and, in the event of the issuance of any such stop order or of any such order preventing or suspending the use of the Time of Sale Prospectus or the Final Prospectus or suspending any such qualification, promptly to use promptly its best efforts to obtain the withdrawal of such order; (b) To give the Representatives notice of any filings made pursuant to the Exchange Act or the regulations of the Commission thereunder within forty-eight hours prior to the Applicable Time; to give the Representatives notice of its intention to make any such filing from the Applicable Time to the Closing Date and to furnish the Representatives with copies of any such documents a reasonable amount of time prior to such proposed filing. The Company shall prepare the Final Term Sheet and file such Final Term Sheet as an Issuer Free Writing Prospectus within two business days after the date hereof; provided that the Company shall furnish the Representatives with copies of any such Final Term Sheet a reasonable amount of time prior to such proposed filing and will not use or file any such document to which the Representatives or counsel to the Representatives shall object; (c) Promptly from time to time to take such action as the Representatives may reasonably request to qualify such Securities for offering and sale under the securities laws of such jurisdictions as the Representatives may reasonably request and to comply with such laws so as to permit the continuance of sales and dealings therein in such jurisdictions for so long as may be necessary to complete the distribution of such Securities, provided that in connection therewith the Company shall not be required to qualify as a foreign corporation, to file a general consent to service of process in any jurisdiction or to subject itself to taxation in respect of doing business in any jurisdiction in which it is not otherwise subject; (d) To furnish to you the Representatives a copy of each proposed Issuer Free Writing Prospectus to be prepared by or on behalf of, used by, or referred to by the Company and not to use or refer to any proposed free Issuer Free Writing Prospectus to which the Representatives reasonably object; if at any time following issuance of an Issuer Free Writing Prospectus there occurred or occurs an event or development as a result of which such Issuer Free Writing Prospectus conflicted or would conflict with the information contained in the Registration Statement, the Disclosure Package, the Final Prospectus or any Preliminary Prospectus, to promptly notify the Representatives and, if requested by the Representatives, to promptly amend or supplement, at its own expense, such Issuer Free Writing Prospectus to eliminate or correct such conflict; provided, however, that this covenant shall not apply to any statements or omissions in an Issuer Free Writing Prospectus made in reliance upon and in conformity with information furnished in writing prospectus without your consentto the Company by any Underwriter expressly for use therein; (ce) Not to take any action that would result in an Underwriter or the Company being required to file with the Commission pursuant to Rule 433(d) under the Act a free writing prospectus prepared by or on behalf of the Underwriters that the Underwriters otherwise would not have been required to file thereunder; (d) If the Time of Sale Prospectus is being used to solicit offers to buy the Shares at a time when the Final Prospectus is not yet available to prospective purchasers, to To furnish the Underwriters with copies of any Issuer Free Writing Prospectus or the Time of Sale Final Prospectus as amended or supplemented in such quantities as the Representatives may from time to time reasonably request, and if if, at any time prior to the earlier of (i) the completion of the initial distribution by each of the Underwriters of the Securities purchased by such time Underwriter under this Agreement and (ii) the expiration of nine months after the date of the Final Prospectus, any event shall have occurred as a result of which any Issuer Free Writing Prospectus or the Time of Sale Final Prospectus as then amended or supplemented would include an untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made when such Time of Sale Issuer Free Writing Prospectus is or the Final Prospectus were delivered, not misleading, or, if for any other reason it shall be necessary during such period to amend or supplement any Issuer Free Writing Prospectus or the Time of Sale Final Prospectus or to file under the Exchange Act any document incorporated by reference in any Issuer Free Writing Prospectus or the Time of Sale Final Prospectus in order to comply with the Act or the Exchange Act, (i) to notify the Representatives and (ii) upon their request to prepare and furnish without charge to each Underwriter and to any dealer in securities as many copies as the Representatives may from time to time reasonably request of an amended Time of Sale Issuer Free Writing Prospectus or a supplement to the Time of Sale Prospectus which will correct such statement or omission or effect such compliance; (e) Promptly from time to time to take such action as the Representatives may reasonably request to qualify the Shares and the Preferred Shares for offering and sale under the securities and insurance securities laws of such jurisdictions as the Representatives may request and to comply with such laws so as to permit the continuance of sales and dealings therein in such jurisdictions for as long as may be necessary to complete the distribution of the Shares, provided that in connection therewith, the Company shall not be required to qualify as a foreign corporation or to file a general consent to service of process in any jurisdiction or to subject itself to taxation in respect of doing business in any jurisdiction in which it is not otherwise subject to such taxation; (f) To furnish the Underwriters with copies of the Final Prospectus as amended or supplemented in such quantities as the Representatives may from time to time reasonably request, and, if the delivery of a prospectus is required at any time in connection with the offering or sale of the Shares (or in lieu thereof the notice referred to in Rule 173(a) under the Act), and if at such time any event shall have occurred as a result of which the Final Prospectus as then amended or supplemented would include an untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in light of the circumstances under which they were made when such Final Prospectus (or in lieu thereof the notice referred to in Rule 173(a) under the Act) is delivered, not misleading, or, if for any other reason it shall be necessary during such period to amend or supplement the Final Prospectus or to file under the Exchange Act any document incorporated by reference in the Final Prospectus in order to comply with the Act or the Exchange Act, to notify the Representatives and upon their request to prepare and furnish without charge to each Underwriter and to any dealer in securities as many copies as the Representatives may from time to time reasonably request of an amended Final Prospectus or a supplement to the Final Prospectus which will correct such statement or omission or effect such compliance; and any Issuer Free Writing Prospectus and the Final Prospectus and any amendments or supplements thereto furnished to the Representatives shall be identical to the electronically transmitted copies thereof filed with the Commission pursuant to XXXXX, except to the extent permitted by Regulation S-T; (gf) To make generally available to its securityholders of the Company as soon as practicable, but in any event not later than eighteen months after the effective date of the Registration StatementStatement (as defined in Rule 158(c) under the Act), an earning earnings statement of the Company and its subsidiaries (which need not be audited) complying with Section 11(a) of the Act and the rules and regulations thereunderthereunder (including, at the option of the Company, Rule 158); (hg) During a the period of 30 days beginning from the date of this AgreementApplicable Time and continuing to and including the Closing Date for such Securities, not to offer, sell, contract to offer or sell or otherwise dispose of any debt securities of the Company which are substantially having pricing characteristics similar to the Shares and Securities exceeding an aggregate principal amount of $3 billion, except, for the Preferred Sharesavoidance of doubt, debt securities issued under the Global Medium Term Note Program of Metropolitan Life Global Funding I, Global Medium Term Note Program of MetLife Institutional Funding II, or any commercial paper program of, or sponsored by, the Company or any subsidiaries, without the prior written consent of the Representatives, which consent shall not be unreasonably withheld; provided; (h) During a period of five years from the effective date of the Registration Statement, however, that the foregoing sentence shall not apply to furnish to the Shares Representatives copies of all reports or other communications (financial or other) furnished to stockholders of the Company, and to furnish to the Representatives as soon as they are available, copies of any reports and financial statements furnished to or filed with the Commission or any national securities exchange on which the Securities or any class of securities of the Company is listed (such financial statements to be sold hereunderon a consolidated basis to the extent the accounts of the Company and its subsidiaries are consolidated in reports furnished to its stockholders generally or to the Commission), provided that reports and financial statements furnished to or filed with the Commission, and publicly available on XXXXX, or furnished on the Company’s website, shall be deemed to have been furnished to the Representatives under this Section 4(h); (i) Not The Company agrees that, unless it obtains the prior consent of the Representatives, and each Underwriter represents and agrees that, unless it obtains the prior consent of the Company and the Representatives, it has not made and will not make any offer relating to take, directly or indirectly, any action designed to or the Securities that would constitute an Issuer Free Writing Prospectus (other than, for the avoidance of doubt, any Bloomberg L.P. or that might reasonably be expected other electronic communication regarding any preliminary term sheets or comparable bond prices and the Final Term Sheet filed pursuant to cause or result inSection 4(b) hereto). Each Underwriter agrees, under unless it obtains the Exchange Act or otherwise, stabilization or manipulation of the price of any security prior consent of the Company and the Representatives, not to facilitate take any action that would result in the sale Company being required to file with the Commission under Rule 433(d) under the Act a free writing prospectus prepared by or resale on behalf of such Underwriter that otherwise would not be required to be filed by the Shares;Company thereunder but for the action of such Underwriter (other than, for the avoidance of doubt, the Final Term Sheet filed pursuant to Section 4(b) hereto); and (j) To The Company agrees to use the net proceeds received by it the Company from the sale of the Shares Securities pursuant to this Agreement in the manner specified in the Registration Statement, the Time of Sale Prospectus and the Final Prospectus under the caption “Use of Proceeds”; and (k) To use its best efforts to effect the listing of the Shares on the NYSE within 30 days of the First Time of Delivery for the SharesPricing Prospectus.

Company Covenants. The Company agrees with each of the Underwriters of the Sharesany Securities: (ia) To prepare the Final Prospectus as amended and supplemented in relation to the Shares and the Preferred Shares applicable Securities in a form approved by the Representatives and to file timely file such Final Prospectus pursuant to Rule 424(b) under the Act; (ii) to make no further amendment or any supplement to the Registration Statement, the Time of Sale Prospectus Statement or the Final Prospectus as amended or supplemented after the date hereof of the Pricing Agreement relating to the applicable Securities and prior to the Time of Delivery Closing Date for the Shares such Securities unless the Representatives for such Securities shall have had a reasonable opportunity to review and comment upon any such amendment or supplement prior to any filing thereof; (iii) to advise the Representatives Representatives, promptly after it receives notice thereof, of the time when any such amendment to the Registration Statement has been filed or becomes effective or any supplement after such Time of Delivery to the Final Prospectus or any amended Final Prospectus has been filed and to furnish the Representatives with copies thereof; (iv) to file promptly all reports and any definitive proxy or information statements required to be filed by the Company with the Commission pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act for so long as the delivery of a prospectus is required in connection with the offering or sale of the Sharessuch Securities and, and during such same period period, to advise the Representatives, promptly after it receives notice thereof, of (I) the time when any amendment to the Registration Statement has been filed or becomes effective or any supplement or amendment to the Time of Sale Prospectus or the Final Prospectus has been filed with the Commission, (IIi) the issuance by the Commission of any stop order or of any order preventing or suspending the use of the Registration Statement, the Time of Sale Prospectus or the Final Prospectus, (IIIii) the suspension of the qualification of the Shares such Securities for offering or sale in any jurisdiction or of the initiation or threatening of any proceeding for any such purpose, or (IViii) any request by the Commission for the amending or supplementing of the Registration Statement, the Time of Sale Prospectus Statement or the Final Prospectus or for additional information; and, in the event of the issuance of any such stop order or of any such order preventing or suspending the use of the Time of Sale Prospectus or the Final Prospectus or suspending any such qualification, promptly to use promptly its best efforts to obtain the withdrawal of such order; (b) To furnish to you a copy of each proposed Issuer Free Writing Prospectus to be prepared by or on behalf of, used by, or referred to by the Company and not to use or refer to any proposed free writing prospectus without your consent; (c) Not to take any action that would result in an Underwriter or the Company being required to file with the Commission pursuant to Rule 433(d) under the Act a free writing prospectus prepared by or on behalf of the Underwriters that the Underwriters otherwise would not have been required to file thereunder; (d) If the Time of Sale Prospectus is being used to solicit offers to buy the Shares at a time when the Final Prospectus is not yet available to prospective purchasers, to furnish the Underwriters with copies of the Time of Sale Prospectus as amended or supplemented in such quantities as the Representatives may from time to time reasonably request, and if at such time any event shall have occurred as a result of which the Time of Sale Prospectus as then amended or supplemented would include an untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in light of the circumstances under which they were made when such Time of Sale Prospectus is delivered, not misleading, or, if for any other reason it shall be necessary during such period to amend or supplement the Time of Sale Prospectus or to file under the Exchange Act any document incorporated by reference in the Time of Sale Prospectus in order to comply with the Act or the Exchange Act, to notify the Representatives and upon their request to prepare and furnish without charge to each Underwriter and to any dealer in securities as many copies as the Representatives may from time to time reasonably request of an amended Time of Sale Prospectus or a supplement to the Time of Sale Prospectus which will correct such statement or omission or effect such compliance; (e) Promptly from time to time to take such action as the Representatives may reasonably request to qualify the Shares and the Preferred Shares such Securities for offering and sale under the securities and insurance securities laws of such jurisdictions as the Representatives may reasonably request and to comply with such laws so as to permit the continuance of sales and dealings therein in such jurisdictions for as so long as may be necessary to complete the distribution of the Sharessuch Securities, provided that in connection therewith, therewith the Company shall not be required to qualify as a foreign corporation or corporation, to file a general consent to service of process in any jurisdiction or to subject itself to taxation in respect of doing business in any jurisdiction in which it is not otherwise subject to such taxationsubject; (fc) To furnish the Underwriters with copies of the Final Prospectus (including as it may be amended or supplemented supplemented) in such quantities as the Representatives may from time to time reasonably request, and, if the delivery of a prospectus is required at any time in connection with the offering or sale of the Shares (or in lieu thereof the notice referred to in Rule 173(a) under the Act)such Securities, and if at such time any event shall have occurred as a result of which the Final Prospectus as then amended or supplemented would include an untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made when such Final Prospectus (or in lieu thereof the notice referred to in Rule 173(a) under the Act) is delivered, not misleading, or, if for any other reason it shall be necessary during such period to amend or supplement the Final Prospectus or to file under the Exchange Act any document incorporated by reference in the Final Prospectus in order to comply with the Act, the Exchange Act or the Exchange Trust Indenture Act, to notify the Representatives and upon their request to prepare and furnish without charge to each Underwriter and to any dealer in securities as many copies as the Representatives may from time to time reasonably request of an amended Final Prospectus or a supplement to the Final Prospectus which will correct such statement or omission or effect such compliance; and the Final Prospectus and any amendments or supplements thereto furnished to the Representatives shall be identical to the electronically transmitted copies thereof filed with the Commission pursuant to XXXXX, except to the extent permitted by Regulation S-T; (gd) To make generally available to its securityholders of the Company as soon as practicable, but in any event not later than eighteen months after the effective date of the Registration StatementStatement (as defined in Rule 158(c) under the Act), an earning earnings statement of the Company and its subsidiaries (which need not be audited) complying with Section 11(a) of the Act and the rules and regulations thereunderthereunder (including, at the option of the Company, Rule 158); (he) During a the period of 30 days beginning from the date of this Agreementthe Pricing Agreement for any Securities and continuing to and including the Closing Date for such Securities, not to offer, sell, contract to offer or sell or otherwise dispose of any debt securities of the Company which are substantially similar to exceeding an aggregate principal amount of $3 billion less the Shares and gross proceeds from the Preferred Shares, sale of the Securities without the prior written consent of the Representatives, which consent shall not be unreasonably withheld; provided, however, that the foregoing sentence shall not apply to the Shares to be sold hereunder;and (if) Not to take, directly or indirectly, any action designed to or that would constitute or that might reasonably be expected to cause or result in, under the Exchange Act or otherwise, stabilization or manipulation During a period of the price of any security of the Company to facilitate the sale or resale of the Shares; (j) To use the net proceeds received by it five years from the sale effective date of the Shares in the manner specified in the Registration Statement, to furnish to the Time Representatives copies of Sale Prospectus and the Final Prospectus under the caption “Use of Proceeds”; and all reports or other communications (kfinancial or other) To use its best efforts furnished to effect the listing stockholders of the Shares Company, and to furnish to the Representatives as soon as they are available, copies of any reports and financial statements furnished to or filed with the Commission or any national securities exchange on which the Securities or any class of securities of the Company is listed (such financial statements to be on a consolidated basis to the extent the accounts of the Company and its subsidiaries are consolidated in reports furnished to its stockholders generally or to the Commission), provided that reports and financial statements furnished to or filed with the Commission, and publicly available on XXXXX, or furnished on the NYSE within 30 days of Company's website, shall be deemed to have been furnished to the First Time of Delivery for the SharesRepresentatives under this Section 4(f).

Company Covenants. The Company Each of the Trust and the Company, jointly and severally, agrees with each of the Underwriters of the SharesUnderwriters: (ia) To prepare the Final Prospectus as amended and supplemented in relation to the Shares and the Preferred Shares Securities in a form approved by the Representatives and to file timely file such Final Prospectus pursuant to Rule 424(b) under the Act; (ii) to make no further amendment or any supplement to the Registration Statement, the Time of Sale Prospectus Statement or the Final Prospectus as amended or supplemented after the date hereof of the Pricing Agreement relating to the Securities and prior to the Time of Delivery Closing Date for the Shares such Securities, unless the Representatives for such Securities shall have had a reasonable opportunity to review and comment upon any such amendment or supplement prior to any filing thereof; (iii) to advise the Representatives Representatives, promptly after it receives notice thereof, of the time when any such amendment to the Registration Statement has been filed or becomes effective or any supplement after such Time of Delivery to the Final Prospectus, or any amended Final Prospectus has been filed and to furnish the Representatives with copies thereof; (iv) to file promptly all reports and any definitive proxy or information statements required to be filed by the Company with the Commission pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act for so long as the delivery of a prospectus is required in connection with the offering or sale of the Sharessuch Securities and, and during such same period period, to advise the Representatives, promptly after it receives notice thereof, of (I) the time when any amendment to the Registration Statement has been filed or becomes effective or any supplement or amendment to the Time of Sale Prospectus or the Final Prospectus has been filed with the Commission, (IIi) the issuance by the Commission of any stop order or of any order preventing or suspending the use of the Registration Statement, the Time of Sale Prospectus or the Final Prospectus, (IIIii) the suspension of the qualification of the Shares such Securities for offering or sale in any jurisdiction or of the initiation or threatening of any proceeding for any such purpose, or (IViii) any request by the Commission for the amending or supplementing of the Registration Statement, the Time of Sale Prospectus Statement or the Final Prospectus or for additional information; and, in the event of the issuance of any such stop order or of any such order preventing or suspending the use of the Time of Sale Prospectus or the Final Prospectus or suspending any such qualification, to use promptly its best efforts to obtain the withdrawal of such order; (b) To furnish to you a copy of each proposed Issuer Free Writing Prospectus to be prepared by or on behalf of, used by, or referred to by the Company and not to use or refer to any proposed free writing prospectus without your consent; (c) Not to take any action that would result in an Underwriter or the Company being required to file with the Commission pursuant to Rule 433(d) under the Act a free writing prospectus prepared by or on behalf of the Underwriters that the Underwriters otherwise would not have been required to file thereunder; (d) If the Time of Sale Prospectus is being used to solicit offers to buy the Shares at a time when the Final Prospectus is not yet available to prospective purchasers, to furnish the Underwriters with copies of the Time of Sale Prospectus as amended or supplemented in such quantities as the Representatives may from time to time reasonably request, and if at such time any event shall have occurred as a result of which the Time of Sale Prospectus as then amended or supplemented would include an untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in light of the circumstances under which they were made when such Time of Sale Prospectus is delivered, not misleading, or, if for any other reason it shall be necessary during such period to amend or supplement the Time of Sale Prospectus or to file under the Exchange Act any document incorporated by reference in the Time of Sale Prospectus in order to comply with the Act or the Exchange Act, to notify the Representatives and upon their request to prepare and furnish without charge to each Underwriter and to any dealer in securities as many copies as the Representatives may from time to time reasonably request of an amended Time of Sale Prospectus or a supplement to the Time of Sale Prospectus which will correct such statement or omission or effect such compliance; (e) Promptly from time to time to take such action as the Representatives may reasonably request to qualify the Shares and the Preferred Shares for offering and sale under the securities and insurance securities laws of such jurisdictions as the Representatives may request and to comply with such laws so as to permit the continuance of sales and dealings therein in such jurisdictions for as long as may be necessary to complete the distribution of the Shares, provided that in connection therewith, the Company shall not be required to qualify as a foreign corporation or to file a general consent to service of process in any jurisdiction or to subject itself to taxation in respect of doing business in any jurisdiction in which it is not otherwise subject to such taxation; (f) To furnish the Underwriters with copies of the Final Prospectus as amended or supplemented in such quantities as the Representatives may from time to time reasonably request, and, if the delivery of a prospectus is required at any time in connection with the offering or sale of the Shares (or in lieu thereof the notice referred to in Rule 173(a) under the Act), and if at such time any event shall have occurred as a result of which the Final Prospectus as then amended or supplemented would include an untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in light of the circumstances under which they were made when such Final Prospectus (or in lieu thereof the notice referred to in Rule 173(a) under the Act) is delivered, not misleading, or, if for any other reason it shall be necessary during such period to amend or supplement the Final Prospectus or to file under the Exchange Act any document incorporated by reference in the Final Prospectus in order to comply with the Act or the Exchange Act, to notify the Representatives and upon their request to prepare and furnish without charge to each Underwriter and to any dealer in securities as many copies as the Representatives may from time to time reasonably request of an amended Final Prospectus or a supplement to the Final Prospectus which will correct such statement or omission or effect such compliance; (g) To make generally available to its securityholders as soon as practicable, but in any event not later than eighteen months after the effective date of the Registration Statement, an earning statement of the Company and its subsidiaries (which need not be audited) complying with Section 11(a) of the Act and the rules and regulations thereunder; (h) During a period of 30 days from the date of this Agreement, not to offer, sell, contract to sell or otherwise dispose of any securities of the Company which are substantially similar to the Shares and the Preferred Shares, without the prior written consent of the Representatives, which consent shall not be unreasonably withheld; provided, however, that the foregoing sentence shall not apply to the Shares to be sold hereunder; (i) Not to take, directly or indirectly, any action designed to or that would constitute or that might reasonably be expected to cause or result in, under the Exchange Act or otherwise, stabilization or manipulation of the price of any security of the Company to facilitate the sale or resale of the Shares; (j) To use the net proceeds received by it from the sale of the Shares in the manner specified in the Registration Statement, the Time of Sale Prospectus and the Final Prospectus under the caption “Use of Proceeds”; and (k) To use its best efforts to effect the listing of the Shares on the NYSE within 30 days of the First Time of Delivery for the Shares.Final

Company Covenants. The Company agrees with each of the Underwriters of the any Depositary Shares: (ia) To prepare the Final Prospectus as amended and supplemented in relation to the Shares and the Preferred Shares applicable Securities in a form approved by the Representatives and to file timely file such Final Prospectus pursuant to Rule 424(b) under the Act); (ii) to make no further amendment or any supplement to the Registration Statement, the Time of Sale Prospectus Statement or the Final Prospectus as amended or supplemented after the date hereof Applicable Time and prior to the Time of Delivery Closing Date for the Shares such Securities unless the Representatives for such Securities shall have had a reasonable opportunity to review and comment upon any such amendment or supplement prior to any filing thereof; (iii) to advise the Representatives Representatives, promptly after it receives notice thereof, of the time when any such amendment to the Registration Statement has been filed or becomes effective or any supplement after such Time of Delivery to the Final Prospectus or any amended Final Prospectus has been filed and to furnish the Representatives with copies thereof; (iv) to file promptly all reports and any definitive proxy or information statements required to be filed by the Company with the Commission pursuant to Section Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act for so long as the delivery of a prospectus is required in connection with the offering or sale of the Sharessuch Securities and, and during such same period period, to advise the Representatives, promptly after it receives notice thereof, of (I) the time when any amendment to the Registration Statement has been filed or becomes effective or any supplement or amendment to the Time of Sale Prospectus or the Final Prospectus has been filed with the Commission, (IIi) the issuance by the Commission of any stop order or of any order preventing or suspending the use of the Registration Statement, the Time of Sale Prospectus or the Final Prospectus, (IIIii) the suspension of the qualification of the Shares such Securities for offering or sale in any jurisdiction or of the initiation or threatening of any proceeding for any such purpose, or (IViii) any request by the Commission for the amending or supplementing of the Registration Statement, the Time of Sale Prospectus Statement or the Final Prospectus or for additional information; and, in the event of the issuance of any such stop order or of any such order preventing or suspending the use of the Time of Sale Prospectus or the Final Prospectus or suspending any such qualification, promptly to use promptly its best efforts to obtain the withdrawal of such order; (b) To give the Representatives notice of its intention to make any filing pursuant to the Exchange Act or the regulations of the Commission thereunder, other than filings made pursuant to Section 16 under the Exchange Act, during the period beginning from the Applicable Time and continuing to and including the Closing Date and to furnish the Representatives with copies of any such documents a reasonable amount of time prior to such proposed filing. The Company shall prepare the Final Term Sheet and file such Final Term Sheet as an Issuer Free Writing Prospectus within two business days after the date hereof; provided that the Company shall furnish the Representatives with copies of any such Final Term Sheet a reasonable amount of time prior to such proposed filing and will not use or file any such document to which the Representatives or counsel to the Representatives shall object; (c) Promptly from time to time to take such action as the Representatives may reasonably request to qualify such Securities for offering and sale under the securities laws of such jurisdictions as the Representatives may reasonably request and to comply with such laws so as to permit the continuance of sales and dealings therein in such jurisdictions for so long as may be necessary to complete the distribution of such Securities, provided that in connection therewith the Company shall not be required to qualify as a foreign corporation, to file a general consent to service of process in any jurisdiction or to subject itself to taxation in respect of doing business in any jurisdiction in which it is not otherwise subject; (d) To furnish to you the Representatives a copy of each proposed Issuer Free Writing Prospectus to be prepared by or on behalf of, used by, or referred to by the Company and not to use or refer to any proposed free Issuer Free Writing Prospectus to which the Representatives reasonably object; if at any time following issuance of an Issuer Free Writing Prospectus there occurred or occurs an event or development as a result of which such Issuer Free Writing Prospectus conflicted or would conflict with the information contained in the Registration Statement, the Disclosure Package, the Final Prospectus or any Preliminary Prospectus or, when taken together with the Disclosure Package and any other such Issuer Free Writing Prospectus, included or would include an untrue statement of a material fact or omitted or would omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances prevailing at that subsequent time, not misleading, to promptly notify the Representatives and, if requested by the Representatives, to promptly amend or supplement, at its own expense, such Issuer Free Writing Prospectus to eliminate or correct such conflict, untrue statement or omission; provided, however, that this covenant shall not apply to any statements or omissions in an Issuer Free Writing Prospectus made in reliance upon and in conformity with information furnished in writing prospectus without your consentto the Company by any Underwriter expressly for use therein; (ce) Not to take any action that would result in an Underwriter or the Company being required to file with the Commission pursuant to Rule 433(d) under the Act a free writing prospectus prepared by or on behalf of the Underwriters that the Underwriters otherwise would not have been required to file thereunder; (d) If the Time of Sale Prospectus is being used to solicit offers to buy the Shares at a time when the Final Prospectus is not yet available to prospective purchasers, to To furnish the Underwriters with copies of any Issuer Free Writing Prospectus or the Time of Sale Final Prospectus as amended or supplemented in such quantities as the Representatives may from time to time reasonably request, and if if, at any time prior to the earlier of (i) the completion of the distribution by each of the Underwriters of the Depositary Shares purchased by such time Underwriter under this Agreement and (ii) the expiration of nine months after the date of the Final Prospectus, any event shall have occurred as a result of which any Issuer Free Writing Prospectus or the Time of Sale Final Prospectus as then amended or supplemented would include an untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made when such Time of Sale Issuer Free Writing Prospectus is or the Final Prospectus were delivered, not misleading, or, if for any other reason it shall be necessary during such period to amend or supplement any Issuer Free Writing Prospectus or the Time of Sale Final Prospectus or to file under the Exchange Act any document incorporated by reference in any Issuer Free Writing Prospectus or the Time of Sale Final Prospectus in order to comply with the Act or the Exchange Act, (i) to notify the Representatives and (ii) upon their request to prepare and furnish without charge to each Underwriter and to any dealer in securities as many copies as the Representatives may from time to time reasonably request of an amended Time of Sale Issuer Free Writing Prospectus or a supplement to the Time of Sale Prospectus which will correct such statement or omission or effect such compliance; (e) Promptly from time to time to take such action as the Representatives may reasonably request to qualify the Shares and the Preferred Shares for offering and sale under the securities and insurance securities laws of such jurisdictions as the Representatives may request and to comply with such laws so as to permit the continuance of sales and dealings therein in such jurisdictions for as long as may be necessary to complete the distribution of the Shares, provided that in connection therewith, the Company shall not be required to qualify as a foreign corporation or to file a general consent to service of process in any jurisdiction or to subject itself to taxation in respect of doing business in any jurisdiction in which it is not otherwise subject to such taxation; (f) To furnish the Underwriters with copies of the Final Prospectus as amended or supplemented in such quantities as the Representatives may from time to time reasonably request, and, if the delivery of a prospectus is required at any time in connection with the offering or sale of the Shares (or in lieu thereof the notice referred to in Rule 173(a) under the Act), and if at such time any event shall have occurred as a result of which the Final Prospectus as then amended or supplemented would include an untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in light of the circumstances under which they were made when such Final Prospectus (or in lieu thereof the notice referred to in Rule 173(a) under the Act) is delivered, not misleading, or, if for any other reason it shall be necessary during such period to amend or supplement the Final Prospectus or to file under the Exchange Act any document incorporated by reference in the Final Prospectus in order to comply with the Act or the Exchange Act, to notify the Representatives and upon their request to prepare and furnish without charge to each Underwriter and to any dealer in securities as many copies as the Representatives may from time to time reasonably request of an amended Final Prospectus or a supplement to the Final Prospectus which will correct such statement or omission or effect such compliance; and any Issuer Free Writing Prospectus and the Final Prospectus and any amendments or supplements thereto furnished to the Representatives shall be identical to the electronically transmitted copies thereof filed with the Commission pursuant to XXXXX, except to the extent permitted by Regulation S-T; (gf) To make generally available to its securityholders of the Company as soon as practicable, but in any event not later than eighteen months after the effective date of the Registration StatementStatement (as defined in Rule 158(c) under the Act), an earning earnings statement of the Company and its subsidiaries (which need not be audited) complying with Section 11(a) of the Act and the rules and regulations thereunderthereunder (including, at the option of the Company, Rule 158); (hg) During a period of 30 days from the date of this the applicable Pricing Agreement, not to offer, sell, contract to offer or sell or otherwise dispose of any preferred stock of the Company or debt securities of the Company which are substantially Company, in each case, having pricing characteristics similar to the Shares Securities exceeding an aggregate liquidation preference and principal amount of $3 billion, except, for the Preferred Sharesavoidance of doubt, debt securities issued under the Global Note Issuance Programs of Metropolitan Life Global Funding I and Met Tower Global Funding or any commercial paper program of, or sponsored by, the Company or any subsidiaries, without the prior written consent of the Representatives, which consent shall not be unreasonably withheld; provided; (h) During a period of five years from the effective date of the Registration Statement, however, that the foregoing sentence shall not apply to furnish to the Shares Representatives copies of all reports or other communications (financial or other) furnished to stockholders of the Company, and to furnish to the Representatives as soon as they are available, copies of any reports and financial statements furnished to or filed with the Commission or any national securities exchange on which the Securities or any class of securities of the Company is listed (such financial statements to be sold hereunderon a consolidated basis to the extent the accounts of the Company and its subsidiaries are consolidated in reports furnished to its stockholders generally or to the Commission), provided that reports and financial statements furnished to or filed with the Commission, and publicly available on XXXXX, or furnished on the Company’s website, shall be deemed to have been furnished to the Representatives under this Section 4(h); (i) Not The Company agrees that, unless it obtains the prior consent of the Representatives, and each Underwriter represents and agrees that, unless it obtains the prior consent of the Company and the Representatives, it has not made and will not make any offer relating to take, directly or indirectly, any action designed to or the Securities that would constitute an Issuer Free Writing Prospectus (other than, for the avoidance of doubt, any Bloomberg L.P. or that might reasonably be expected other electronic communication regarding any preliminary term sheets or comparable security prices and the Final Term Sheet filed pursuant to cause or result inSection 4(b) hereto). Each Underwriter agrees, under unless it obtains the Exchange Act or otherwise, stabilization or manipulation of the price of any security prior consent of the Company and the Representatives, not to facilitate take any action that would result in the sale Company being required to file with the Commission under Rule 433(d) under the Act a free writing prospectus prepared by or resale on behalf of such Underwriter that otherwise would not be required to be filed by the Shares;Company thereunder but for the action of such Underwriter (other than, for the avoidance of doubt, the Final Term Sheet filed pursuant to Section 4(b) hereto); and (j) To The Company agrees to use the net proceeds received by it the Company from the sale of the Shares Securities pursuant to this Agreement in the manner specified in the Registration Statement, the Time of Sale Prospectus and the Final Prospectus under the caption “Use of Proceeds”; andPricing Prospectus. (k) To The Company will use its reasonable best efforts to effect the listing of the Shares on the NYSE within 30 days of the First Time Closing Date and maintain the listing of Delivery for the SharesDepositary Shares on the New York Stock Exchange (the “NYSE”).

Company Covenants. The Company agrees with each of the Underwriters ----------------- of the SharesSecurities: (i) To prepare the Final Prospectus as amended and supplemented in relation to the Shares and the Preferred Shares Securities in a form approved by the Representatives and to timely file such Final Prospectus pursuant to Rule 424(b) under the Act; (ii) to make no further amendment or any supplement to the Registration Statement, the Time of Sale Prospectus Statement or the Final Prospectus as amended or supplemented after the date hereof and prior to the Time of Delivery for the Shares Securities unless the Representatives shall have had a reasonable opportunity to review and comment upon any such amendment or supplement prior to any filing thereof; (iii) to advise the Representatives promptly of any such amendment or supplement after such Time of Delivery and furnish the Representatives with copies thereof; (iv) to file promptly all reports and any definitive proxy or information statements required to be filed by the Company with the Commission pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act for so long as the delivery of a prospectus is required in connection with the offering or sale of the SharesSecurities, and during such same period to advise the Representatives, promptly after it receives notice thereof, of (I) the time when any amendment to the Registration Statement has been filed or becomes effective or any supplement or amendment to the Time of Sale Final Prospectus or the any amended Final Prospectus has been filed with the Commission, (II) the issuance by the Commission of any stop order or of any order preventing or suspending the use of the Registration Statement, the Time of Sale Prospectus or the Final Prospectus, (III) the suspension of the qualification of the Shares Securities for offering or sale in any jurisdiction or of the initiation or threatening of any proceeding for any such purpose, or (IV) any request by the Commission for the amending or supplementing of the Registration Statement, the Time of Sale Prospectus Statement or the Final Prospectus or for additional information; and, in the event of the issuance of any such stop order or of any such order preventing or suspending the use of the Time of Sale Prospectus or the Final Prospectus or suspending any such qualification, to use promptly its best efforts to obtain the withdrawal of such orderits withdrawal; (b) To furnish to you a copy of each proposed Issuer Free Writing Prospectus to be prepared by or on behalf of, used by, or referred to by the Company and not to use or refer to any proposed free writing prospectus without your consent; (c) Not to take any action that would result in an Underwriter or the Company being required to file with the Commission pursuant to Rule 433(d) under the Act a free writing prospectus prepared by or on behalf of the Underwriters that the Underwriters otherwise would not have been required to file thereunder; (d) If the Time of Sale Prospectus is being used to solicit offers to buy the Shares at a time when the Final Prospectus is not yet available to prospective purchasers, to furnish the Underwriters with copies of the Time of Sale Prospectus as amended or supplemented in such quantities as the Representatives may from time to time reasonably request, and if at such time any event shall have occurred as a result of which the Time of Sale Prospectus as then amended or supplemented would include an untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in light of the circumstances under which they were made when such Time of Sale Prospectus is delivered, not misleading, or, if for any other reason it shall be necessary during such period to amend or supplement the Time of Sale Prospectus or to file under the Exchange Act any document incorporated by reference in the Time of Sale Prospectus in order to comply with the Act or the Exchange Act, to notify the Representatives and upon their request to prepare and furnish without charge to each Underwriter and to any dealer in securities as many copies as the Representatives may from time to time reasonably request of an amended Time of Sale Prospectus or a supplement to the Time of Sale Prospectus which will correct such statement or omission or effect such compliance; (e) Promptly from time to time to take such action as the Representatives may reasonably request to qualify the Shares and the Preferred Shares Securities for offering and sale under the securities and insurance securities laws of such jurisdictions as the Representatives may request and to comply with such laws so as to permit the continuance of sales and dealings therein in such jurisdictions for as long as may be necessary to complete the distribution of the SharesSecurities, provided that in connection therewith, the Company shall not be required to qualify as a foreign corporation or to file a general consent to service of process in any jurisdiction or to subject itself to taxation in respect of doing business in any jurisdiction in which it is not otherwise subject to such taxationjurisdiction; (fc) To furnish the Underwriters with copies of the Final Prospectus as amended or supplemented in such quantities as the Representatives may from time to time reasonably request, and, if the delivery of a prospectus is required at any time in connection with the offering or sale of the Shares (or in lieu thereof the notice referred to in Rule 173(a) under the Act)Securities, and if at such time any event shall have occurred as a result of which the Final Prospectus as then amended or supplemented would include an untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in light of the circumstances under which they were made when such Final Prospectus (or in lieu thereof the notice referred to in Rule 173(a) under the Act) is delivered, not misleading, or, if for any other reason it shall be necessary during such period to amend or supplement the Final Prospectus or to file under the Exchange Act any document incorporated by reference in the Final Prospectus in order to comply with the Act, the Exchange Act or the Exchange Trust Indenture Act, to notify the Representatives and upon their request to prepare and furnish without charge to each Underwriter and to any dealer in securities as many copies as the Representatives may from time to time reasonably request of an amended Final Prospectus or a supplement to the Final Prospectus which will correct such statement or omission or effect such compliance; (gd) To make generally available to its securityholders as soon as practicable, but in any event not later than eighteen months after the effective date of the Registration Statement, an earning earnings statement of the Company and its subsidiaries (which need not be audited) complying with Section 11(a) of the Act and the rules and regulations thereunder;; and (he) During a the period of 30 days beginning from the date hereof and continuing to and including the latter of this Agreement(i) the termination of trading restrictions for the Securities, as notified to the Company by the Representatives or their counsel and (ii) the Time of Delivery for the Securities, not to offer, sell, contract to sell or otherwise dispose of any securities of the Company which are substantially similar to the Shares and the Preferred SharesSecurities, without the prior written consent of the Representatives, which consent shall not be unreasonably withheld; provided, however, that the foregoing sentence shall not apply to the Shares to be sold hereunder;. (if) Not to The Company will not take, directly or indirectly, any action designed to or that would constitute or that might reasonably be expected to cause or result in, under the Exchange Act or otherwise, stabilization or manipulation of the price of any security of the Company to facilitate the sale or resale of the Shares; (j) To use the net proceeds received by it from the sale of the Shares in the manner specified in the Registration Statement, the Time of Sale Prospectus and the Final Prospectus under the caption “Use of Proceeds”; and (k) To use its best efforts to effect the listing of the Shares on the NYSE within 30 days of the First Time of Delivery for the SharesSecurities.

Company Covenants. The Company agrees with each of the Underwriters of the any Depositary Shares: (ia) To prepare the Final Prospectus as amended and supplemented in relation to the Shares and the Preferred Shares applicable Securities in a form approved by the Representatives and to file timely file such Final Prospectus pursuant to Rule 424(b) under the Act); (ii) to make no further amendment or any supplement to the Registration Statement, the Time of Sale Prospectus Statement or the Final Prospectus as amended or supplemented after the date hereof Applicable Time and prior to the Time of Delivery Closing Date for the Shares such Securities unless the Representatives for such Securities shall have had a reasonable opportunity to review and comment upon any such amendment or supplement prior to any filing thereof; (iii) to advise the Representatives Representatives, promptly after it receives notice thereof, of the time when any such amendment to the Registration Statement has been filed or becomes effective or any supplement after such Time of Delivery to the Final Prospectus or any amended Final Prospectus has been filed and to furnish the Representatives with copies thereof; (iv) to file promptly all reports and any definitive proxy or information statements required to be filed by the Company with the Commission pursuant to Section Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act for so long as the delivery of a prospectus is required in connection with the offering or sale of the Sharessuch Securities and, and during such same period period, to advise the Representatives, promptly after it receives notice thereof, of (I) the time when any amendment to the Registration Statement has been filed or becomes effective or any supplement or amendment to the Time of Sale Prospectus or the Final Prospectus has been filed with the Commission, (IIi) the issuance by the Commission of any stop order or of any order preventing or suspending the use of the Registration Statement, the Time of Sale Prospectus or the Final Prospectus, (IIIii) the suspension of the qualification of the Shares such Securities for offering or sale in any jurisdiction or of the initiation or threatening of any proceeding for any such purpose, or (IViii) any request by the Commission for the amending or supplementing of the Registration Statement, the Time of Sale Prospectus Statement or the Final Prospectus or for additional information; and, in the event of the issuance of any such stop order or of any such order preventing or suspending the use of the Time of Sale Prospectus or the Final Prospectus or suspending any such qualification, promptly to use promptly its best efforts to obtain the withdrawal of such order; (b) To give the Representatives notice of its intention to make any filing pursuant to the Exchange Act or the regulations of the Commission thereunder, other than filings made pursuant to Section 16 under the Exchange Act, during the period beginning from the Applicable Time and continuing to and including the Closing Date and to furnish the Representatives with copies of any such documents a reasonable amount of time prior to such proposed filing. The Company shall prepare the Final Term Sheet and file such Final Term Sheet as an Issuer Free Writing Prospectus within two business days after the date hereof; provided that the Company shall furnish the Representatives with copies of any such Final Term Sheet a reasonable amount of time prior to such proposed filing and will not use or file any such document to which the Representatives or counsel to the Representatives shall object; (c) Promptly from time to time to take such action as the Representatives may reasonably request to qualify such Securities for offering and sale under the securities laws of such jurisdictions as the Representatives may reasonably request and to comply with such laws so as to permit the continuance of sales and dealings therein in such jurisdictions for so long as may be necessary to complete the distribution of such Securities, provided that in connection therewith the Company shall not be required to qualify as a foreign corporation, to file a general consent to service of process in any jurisdiction or to subject itself to taxation in respect of doing business in any jurisdiction in which it is not otherwise subject; (d) To furnish to you the Representatives a copy of each proposed Issuer Free Writing Prospectus to be prepared by or on behalf of, used by, or referred to by the Company and not to use or refer to any proposed free Issuer Free Writing Prospectus to which the Representatives reasonably object; if at any time following issuance of an Issuer Free Writing Prospectus there occurred or occurs an event or development as a result of which such Issuer Free Writing Prospectus conflicted or would conflict with the information contained in the Registration Statement, the Disclosure Package, the Final Prospectus or any Preliminary Prospectus or, when taken together with the Disclosure Package and any other such Issuer Free Writing Prospectus, included or would include an untrue statement of a material fact or omitted or would omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances prevailing at that subsequent time, not misleading, to promptly notify the Representatives and, if requested by the Representatives, to promptly amend or supplement, at its own expense, such Issuer Free Writing Prospectus to eliminate or correct such conflict, untrue statement or omission; provided, however, that this covenant shall not apply to any statements or omissions in an Issuer Free Writing Prospectus made in reliance upon and in conformity with information furnished in writing prospectus without your consentto the Company by any Underwriter expressly for use therein; (ce) Not to take any action that would result in an Underwriter or the Company being required to file with the Commission pursuant to Rule 433(d) under the Act a free writing prospectus prepared by or on behalf of the Underwriters that the Underwriters otherwise would not have been required to file thereunder; (d) If the Time of Sale Prospectus is being used to solicit offers to buy the Shares at a time when the Final Prospectus is not yet available to prospective purchasers, to To furnish the Underwriters with copies of any Issuer Free Writing Prospectus or the Time of Sale Final Prospectus as amended or supplemented in such quantities as the Representatives may from time to time reasonably request, and if if, at any time prior to the earlier of (i) the completion of the distribution by each of the Underwriters of the Depositary Shares purchased by such time Underwriter under this Agreement and (ii) the expiration of nine months after the date of the Final Prospectus, any event shall have occurred as a result of which any Issuer Free Writing Prospectus or the Time of Sale Final Prospectus as then amended or supplemented would include an untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made when such Time of Sale Issuer Free Writing Prospectus is or the Final Prospectus were delivered, not misleading, or, if for any other reason it shall be necessary during such period to amend or supplement any Issuer Free Writing Prospectus or the Time of Sale Final Prospectus or to file under the Exchange Act any document incorporated by reference in any Issuer Free Writing Prospectus or the Time of Sale Final Prospectus in order to comply with the Act or the Exchange Act, (i) to notify the Representatives and (ii) upon their request to prepare and furnish without charge to each Underwriter and to any dealer in securities as many copies as the Representatives may from time to time reasonably request of an amended Time of Sale Issuer Free Writing Prospectus or a supplement to the Time of Sale Prospectus which will correct such statement or omission or effect such compliance; (e) Promptly from time to time to take such action as the Representatives may reasonably request to qualify the Shares and the Preferred Shares for offering and sale under the securities and insurance securities laws of such jurisdictions as the Representatives may request and to comply with such laws so as to permit the continuance of sales and dealings therein in such jurisdictions for as long as may be necessary to complete the distribution of the Shares, provided that in connection therewith, the Company shall not be required to qualify as a foreign corporation or to file a general consent to service of process in any jurisdiction or to subject itself to taxation in respect of doing business in any jurisdiction in which it is not otherwise subject to such taxation; (f) To furnish the Underwriters with copies of the Final Prospectus as amended or supplemented in such quantities as the Representatives may from time to time reasonably request, and, if the delivery of a prospectus is required at any time in connection with the offering or sale of the Shares (or in lieu thereof the notice referred to in Rule 173(a) under the Act), and if at such time any event shall have occurred as a result of which the Final Prospectus as then amended or supplemented would include an untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in light of the circumstances under which they were made when such Final Prospectus (or in lieu thereof the notice referred to in Rule 173(a) under the Act) is delivered, not misleading, or, if for any other reason it shall be necessary during such period to amend or supplement the Final Prospectus or to file under the Exchange Act any document incorporated by reference in the Final Prospectus in order to comply with the Act or the Exchange Act, to notify the Representatives and upon their request to prepare and furnish without charge to each Underwriter and to any dealer in securities as many copies as the Representatives may from time to time reasonably request of an amended Final Prospectus or a supplement to the Final Prospectus which will correct such statement or omission or effect such compliance; and any Issuer Free Writing Prospectus and the Final Prospectus and any amendments or supplements thereto furnished to the Representatives shall be identical to the electronically transmitted copies thereof filed with the Commission pursuant to XXXXX, except to the extent permitted by Regulation S-T; (gf) To make generally available to its securityholders of the Company as soon as practicable, but in any event not later than eighteen months after the effective date of the Registration StatementStatement (as defined in Rule 158(c) under the Act), an earning earnings statement of the Company and its subsidiaries (which need not be audited) complying with Section 11(a) of the Act and the rules and regulations thereunderthereunder (including, at the option of the Company, Rule 158); (hg) During a period of 30 days from the date of this the applicable Pricing Agreement, not to offer, sell, contract to offer or sell or otherwise dispose of any preferred stock of the Company or debt securities of the Company which are substantially Company, in each case, having pricing characteristics similar to the Shares Securities exceeding an aggregate liquidation preference and principal amount of $3 billion, except, for the Preferred Sharesavoidance of doubt, debt securities issued under the Global Note Issuance Program of Metropolitan Life Global Funding I or any commercial paper program of, or sponsored by, the Company or any subsidiaries, without the prior written consent of the Representatives, which consent shall not be unreasonably withheld; provided; (h) During a period of five years from the effective date of the Registration Statement, however, that the foregoing sentence shall not apply to furnish to the Shares Representatives copies of all reports or other communications (financial or other) furnished to stockholders of the Company, and to furnish to the Representatives as soon as they are available, copies of any reports and financial statements furnished to or filed with the Commission or any national securities exchange on which the Securities or any class of securities of the Company is listed (such financial statements to be sold hereunderon a consolidated basis to the extent the accounts of the Company and its subsidiaries are consolidated in reports furnished to its stockholders generally or to the Commission), provided that reports and financial statements furnished to or filed with the Commission, and publicly available on XXXXX, or furnished on the Company’s website, shall be deemed to have been furnished to the Representatives under this Section 4(h); (i) Not The Company agrees that, unless it obtains the prior consent of the Representatives, and each Underwriter represents and agrees that, unless it obtains the prior consent of the Company and the Representatives, it has not made and will not make any offer relating to take, directly or indirectly, any action designed to or the Securities that would constitute an Issuer Free Writing Prospectus (other than, for the avoidance of doubt, any Bloomberg L.P. or that might reasonably be expected other electronic communication regarding any preliminary term sheets or comparable security prices and the Final Term Sheet filed pursuant to cause or result inSection 4(b) hereto). Each Underwriter agrees, under unless it obtains the Exchange Act or otherwise, stabilization or manipulation of the price of any security prior consent of the Company and the Representatives, not to facilitate take any action that would result in the sale Company being required to file with the Commission under Rule 433(d) under the Act a free writing prospectus prepared by or resale on behalf of such Underwriter that otherwise would not be required to be filed by the Shares;Company thereunder but for the action of such Underwriter (other than, for the avoidance of doubt, the Final Term Sheet filed pursuant to Section 4(b) hereto); and (j) To The Company agrees to use the net proceeds received by it the Company from the sale of the Shares Securities pursuant to this Agreement in the manner specified in the Registration Statement, the Time of Sale Prospectus and the Final Prospectus under the caption “Use of Proceeds”; andPricing Prospectus. (k) To The Company will use its reasonable best efforts to effect the listing of the Shares on the NYSE within 30 days of the First Time Closing Date and maintain the listing of Delivery for the SharesDepositary Shares on the New York Stock Exchange (the “NYSE”).