0000950123-07-014965 Sample Contracts

DECLARATION OF TRUST OF METLIFE CAPITAL TRUST VIII
Declaration of Trust • November 6th, 2007 • MetLife Capital Trust V • Insurance agents, brokers & service

THIS DECLARATION OF TRUST is made as of October 31, 2007 (this “Declaration of Trust”), by and among MetLife, Inc., a Delaware corporation, as sponsor (the “Sponsor”), The Bank of New York Trust Company, N.A., a national banking association, as trustee (the “Property Trustee”), The Bank of New York (Delaware), as trustee (the “Delaware Trustee”), and Janet M. Morgan, Joi M. Corrothers and Joseph G. Puleo, as trustees (each an “Administrative Trustee” and collectively, the “Administrative Trustees”) (the Property Trustee, the Delaware Trustee, and the Administrative Trustees being hereinafter collectively referred to as the “Trustees”). The Sponsor and the Trustees hereby agree as follows:

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PREFERRED SECURITIES GUARANTEE AGREEMENT METLIFE CAPITAL TRUST V DATED AS OF , 200
Preferred Securities Guarantee Agreement • November 6th, 2007 • MetLife Capital Trust V • Insurance agents, brokers & service • New York

This GUARANTEE AGREEMENT (the “Preferred Securities Guarantee”), dated as of , 200 is executed and delivered by MetLife, Inc., a Delaware corporation (the “Guarantor”), and The Bank of New York Trust Company, N.A., as trustee (the “Preferred Securities Guarantee Trustee”), for the benefit of the Holders (as defined herein) from time to time of the Preferred Securities (as defined herein) of MetLife Capital Trust V, a Delaware statutory trust (the “Issuer”).

COMMON SECURITIES GUARANTEE AGREEMENT METLIFE CAPITAL TRUST V DATED AS OF , 200
Common Securities Guarantee Agreement • November 6th, 2007 • MetLife Capital Trust V • Insurance agents, brokers & service • New York

This GUARANTEE AGREEMENT (the “Common Securities Guarantee”), dated as of , 200 is executed and delivered by MetLife, Inc., a Delaware corporation (the “Guarantor”) for the benefit of the Holders (as defined herein) from time to time of the Common Securities (as defined herein) of MetLife Capital Trust V, a Delaware statutory trust (the “Issuer”).

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