0000950123-10-099494 Sample Contracts

Pledge Agreement among MetLife, Inc., Deutsche Bank Trust Company Americas, as Collateral Agent, Custodial Agent and Securities Intermediary and Deutsche Bank Trust Company Americas, as Stock Purchase Contract Agent Dated as of November 1, 2010
Pledge Agreement • November 2nd, 2010 • Metlife Inc • Life insurance • New York

This Pledge Agreement, dated as of November 1, 2010, among MetLife, Inc., a Delaware corporation (the “Company”), Deutsche Bank Trust Company Americas, as collateral agent (in such capacity, the “Collateral Agent”), as custodial agent (in such capacity, the “Custodial Agent”), and as securities intermediary (as defined in Section 8-102(a)(14) of the UCC) with respect to the Collateral Account (in such capacity, the “Securities Intermediary”), and Deutsche Bank Trust Company Americas, as stock purchase contract agent and as attorney-in-fact of the Holders from time to time of the Common Equity Units (in such capacity, the “Stock Purchase Contract Agent”) under the Stock Purchase Contract Agreement,

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MetLife, Inc. 1095 Avenue of the Americas New York, NY 10036
Stock Purchase Agreement • November 2nd, 2010 • Metlife Inc • Life insurance
Twenty-Second Supplemental Indenture between MetLife, Inc. as Issuer and The Bank of New York Mellon Trust Company, N.A., as Trustee Dated as of November 1, 2010
Twenty-Second Supplemental Indenture • November 2nd, 2010 • Metlife Inc • Life insurance • New York

Twenty-Second Supplemental Indenture, dated as of November 1, 2010 (this “Supplemental Indenture”), between MetLife, Inc., a Delaware corporation (the “Company,” which term includes any successor to MetLife, Inc. under the Indenture defined below), and The Bank of New York Mellon Trust Company, N.A., as trustee (the “Trustee”), supplementing the Indenture, dated as of November 9, 2001 (the “Base Indenture” and, together with this Supplemental Indenture, the “Indenture”), between the Company and The Bank of New York Mellon Trust Company, N.A. (as successor in interest to J.P. Morgan Trust Company, National Association (as successor to Bank One Trust Company, N.A.)), as trustee.

Indemnification Collateral Account Security and Control Agreement among MetLife, Inc., as Secured Party ALICO Holdings LLC, as Pledgor Deutsche Bank Trust Company Americas, as Securities Intermediary and Pledge Collateral Agent Deutsche Bank Trust...
Indemnification Collateral Account Security and Control Agreement • November 2nd, 2010 • Metlife Inc • Life insurance • New York

This Indemnification Collateral Account Security and Control Agreement, dated as of November 1, 2010 (the “Agreement”), by and among MetLife, Inc., a Delaware corporation, as secured party for its own benefit and for the benefit of all other Acquiror Indemnified Parties (as defined in the Stock Purchase Agreement referred to below) (“Secured Party”), ALICO Holdings LLC, a Delaware limited liability company (“Pledgor”), Deutsche Bank Trust Company Americas, a New York banking corporation, in its capacity as securities intermediary hereunder (“Securities Intermediary”) and Deutsche Bank Trust Company Americas, a New York banking corporation, as pledge collateral agent hereunder (“Pledge Collateral Agent”), for certain limited purposes, Deutsche Bank Trust Company Americas, a New York banking corporation, in its capacity as Stock Purchase Contract Agent (“Stock Purchase Contract Agent”) under the Pledge Agreement described below, and, for certain limited purposes, American International G

Twentieth Supplemental Indenture between MetLife, Inc. as Issuer and The Bank of New York Mellon Trust Company, N.A., as Trustee Dated as of November 1, 2010
Twentieth Supplemental Indenture • November 2nd, 2010 • Metlife Inc • Life insurance • New York

Twentieth Supplemental Indenture, dated as of November 1, 2010 (this “Supplemental Indenture”), between MetLife, Inc., a Delaware corporation (the “Company,” which term includes any successor to MetLife, Inc. under the Indenture defined below), and The Bank of New York Mellon Trust Company, N.A., as trustee (the “Trustee”), supplementing the Indenture, dated as of November 9, 2001 (the “Base Indenture” and, together with this Supplemental Indenture, the “Indenture”), between the Company and The Bank of New York Mellon Trust Company, N.A. (as successor in interest to J.P. Morgan Trust Company, National Association (as successor to Bank One Trust Company, N.A.)), as trustee.

Stock Purchase Contract Agreement between MetLife, Inc. and Deutsche Bank Trust Company Americas, as Stock Purchase Contract Agent Dated as of November 1, 2010
Stock Purchase Contract Agreement • November 2nd, 2010 • Metlife Inc • Life insurance • New York

This Stock Purchase Contract Agreement, dated as of November 1, 2010, between MetLife, Inc., a Delaware corporation (the “Company”), and Deutsche Bank Trust Company Americas, acting as stock purchase contract agent for the Holders of Common Equity Units (as defined herein) from time to time (the “Stock Purchase Contract Agent”).

Twenty-First Supplemental Indenture between MetLife, Inc. as Issuer and The Bank of New York Mellon Trust Company, N.A., as Trustee Dated as of November 1, 2010
Supplemental Indenture • November 2nd, 2010 • Metlife Inc • Life insurance • New York

Twenty-First Supplemental Indenture, dated as of November 1, 2010 (this “Supplemental Indenture”), between MetLife, Inc., a Delaware corporation (the “Company,” which term includes any successor to MetLife, Inc. under the Indenture defined below), and The Bank of New York Mellon Trust Company, N.A., as trustee (the “Trustee”), supplementing the Indenture, dated as of November 9, 2001 (the “Base Indenture” and, together with this Supplemental Indenture, the “Indenture”), between the Company and The Bank of New York Mellon Trust Company, N.A. (as successor in interest to J.P. Morgan Trust Company, National Association (as successor to Bank One Trust Company, N.A.)), as trustee.

Investor Rights Agreement among MetLife, Inc., ALICO Holdings LLC and American International Group, Inc. Dated as of November 1, 2010
Investor Rights Agreement • November 2nd, 2010 • Metlife Inc • Life insurance • New York

Investor Rights Agreement, dated as of November 1, 2010, by and among MetLife, Inc., a Delaware corporation (the “Company”), ALICO Holdings LLC, a Delaware limited liability company (the “Investor”), and American International Group, Inc., a Delaware corporation (“Parent”).

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