0001193125-23-003579 Sample Contracts

METLIFE, INC. DEBT SECURITIES UNDERWRITING AGREEMENT
Underwriting Agreement • January 6th, 2023 • Metlife Inc • Life insurance • New York

From time to time, MetLife, Inc., a Delaware corporation (the “Company”), proposes to enter into one or more Pricing Agreements (each a “Pricing Agreement”) in the form of Annex I hereto, with such additions and deletions as the parties thereto may determine and, subject to the terms and conditions stated herein and therein, to issue and sell to the firms named in Schedule I to the applicable Pricing Agreement (with respect to such Pricing Agreement and the securities specified therein, the “Underwriters”) the principal amount of its securities identified in Schedule I to the applicable Pricing Agreement (with respect to such Pricing Agreement, the “Securities”).

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THIRTY-SEVENTH SUPPLEMENTAL INDENTURE between METLIFE, INC., as Issuer, and THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., as Trustee Dated as of January 6, 2023
Supplemental Indenture • January 6th, 2023 • Metlife Inc • Life insurance • New York

THIRTY-SEVENTH SUPPLEMENTAL INDENTURE, dated as of January 6, 2023 (this “Thirty-Seventh Supplemental Indenture”), between MetLife, Inc., a Delaware corporation (the “Company”), 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 “Original 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.

PRICING AGREEMENT
Pricing Agreement • January 6th, 2023 • Metlife Inc • Life insurance

Each of the provisions of the Underwriting Agreement is incorporated herein by reference in its entirety, and shall be deemed to be a part of this Agreement to the same extent as if such provisions had been set forth in full herein; and each of the representations and warranties set forth therein shall be deemed to have been made at and as of the date of this Agreement, the Applicable Time, and the Closing Date. Each reference to the Representatives herein and in the provisions of the Underwriting Agreement so incorporated by reference shall be deemed to refer to you. A reference to the Indenture shall be deemed to refer to the Indenture, dated as of November 9, 2001, between the Company and The Bank of New York Mellon Trust Company, N.A. (the “Trustee,” as successor in interest to J.P. Morgan Trust Company, National Association (as successor in interest to Bank One Trust Company, N.A.)), as supplemented by the Thirty-Seventh Supplemental Indenture, to be dated as of January 6, 2023, b

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