Metlife Inc Sample Contracts

Metlife Inc – AMENDMENT NUMBER EIGHT TO THE METLIFE PLAN FOR TRANSITION ASSISTANCE FOR GRADES 14 AND ABOVE (Amended and Restated Effective April 1, 2014) (February 22nd, 2019)

THE METLIFE PLAN FOR TRANSITION ASSISTANCE FOR GRADES 14 AND ABOVE (the "Plan") is hereby amended, effective as of October 1, 2018, as follows:

Metlife Inc – AMENDMENT NUMBER TEN TO THE METLIFE PLAN FOR TRANSITION ASSISTANCE FOR GRADES 14 AND ABOVE (Amended and Restated Effective April 1, 2014) (February 22nd, 2019)

THE METLIFE PLAN FOR TRANSITION ASSISTANCE FOR GRADES 14 AND ABOVE (the “Plan”) is hereby amended, effective as indicated below, as follows:

Metlife Inc – AMENDMENT NUMBER SIX TO THE (February 22nd, 2019)
Metlife Inc – AMENDMENT NUMBER TWELVE TO THE METLIFE LEADERSHIP DEFERRED COMPENSATION PLAN (As amended and restated effective with respect to salary and Cash Incentive Compensation January 1, 2005 and with respect to Stock Compensation, April 15, 2005) (February 22nd, 2019)

The MetLife Leadership Deferred Compensation Plan ("the Plan'') is hereby amended, effective as of the dates set forth below, as follows:

Metlife Inc – AMENDMENT NUMBER SEVEN TO THE METLIFE PLAN FOR TRANSITION ASSISTANCE FOR GRADES 14 AND ABOVE (Amended and Restated Effective April 1, 2014) (February 22nd, 2019)
Metlife Inc – AMENDMENT NUMBER NINE TO THE METLIFE PLAN FOR TRANSITION ASSISTANCE FOR GRADES 14 AND ABOVE (Amended and Restated Effective April 1, 2014) (February 22nd, 2019)

THE METLIFE PLAN FOR TRANSITION ASSISTANCE FOR GRADES 14 AND ABOVE (the “Plan”) is hereby amended, effective as indicated below, as follows:

Metlife Inc – AMENDMENT NUMBER THIRTEEN TO THE METLIFE LEADERSHIP DEFERRED COMPENSATION PLAN (As amended and restated effective with respect to salary and Cash Incentive Compensation January 1, 2005 and with respect to Stock Compensation, April 15, 2005) (February 22nd, 2019)

The MetLife Leadership Deferred Compensation Plan (“the Plan”) is hereby amended, effective as of the dates set forth below, as follows:

Metlife Inc – Explanatory Note on Non-GAAP Financial Information and Reconciliations (February 6th, 2019)
Metlife Inc – PERFORMANCE UNIT AGREEMENT (December 13th, 2018)

[Global Affiliate] (the “Global Affiliate”) confirms that, on [grant date] (the “Grant Date”), it granted you, [name], [number] Performance Units (your “Performance Units”), and approves and ratifies such grant. Your Performance Units are subject to the terms and conditions of the MetLife, Inc. 2015 Stock and Incentive Compensation Plan (the “Plan”) and this Performance Unit Agreement (this “Agreement”), which includes the Award Agreement Supplement (the “Supplement”). Please note that the Supplement includes terms for forfeiture of your Performance Units under some circumstances. Any payment due under this Agreement may be made by any one or more Affiliates (the “Paying Affiliate”).

Metlife Inc – PERFORMANCE SHARE AGREEMENT (December 13th, 2018)

MetLife, Inc. confirms that, on [grant date] (the “Grant Date”), it granted you, [name], [number] Performance Shares (your “Performance Shares”). Your Performance Shares are subject to the terms and conditions of the MetLife, Inc. 2015 Stock and Incentive Compensation Plan (the “Plan”) and this Performance Share Agreement (this “Agreement”), which includes the Award Agreement Supplement (the “Supplement”). Please note that the Supplement includes terms for forfeiture of your Performance Shares under some circumstances.

Metlife Inc – LETTER OF UNDERSTANDING LONG TERM INTERNATIONAL ASSIGNMENT UNITED STATES – HONG KONG KISHORE PONNAVOLU (November 8th, 2018)

We are pleased to offer you an international assignment from Rhode Island, United States to Hong Kong. This Letter of Understanding outlines the terms and conditions of your assignment. The terms of this letter will govern. All terms and conditions are contingent on Board approval.

Metlife Inc – AMENDMENT NUMBER 8 TO THE METLIFE AUXILIARY PENSION PLAN (RESTATED JANUARY 1, 2008) (November 8th, 2018)

To the extent that there is any conflict between Part I and Part II of this Plan document, Part I contains the provisions of the Plan that govern 409A Benefits as defined in Article 4.l(a) of Part I. All references to “409A” or “section 409A” in this Plan are references to section 409A of the Internal Revenue Code (“Code”) and the regulations thereunder. Part II contains the provisions of the Plan (as in effect on October 3, 2004) that govern Grandfathered Benefits as defined in Article 4.1(b) of Part I, if any, under the Plan.”

Metlife Inc – AMENDMENT NUMBER NINE TO THE METLIFE AUXILIARY RETIREMENT PLAN (November 8th, 2018)

The MetLife Auxiliary Retirement Plan is hereby amended, effective January 1, 2023, by adding the following as Section 4.6(d) thereof:

Metlife Inc – Explanatory Note on Non-GAAP Financial Information and Reconciliations (November 1st, 2018)
Metlife Inc – METLIFE, INC. AMENDED AND RESTATED BY-LAWS Effective September 25, 2018 (October 1st, 2018)
Metlife Inc – METLIFE, INC. AMENDED AND RESTATED BY-LAWS Effective September 27, 201625, 2018 (October 1st, 2018)
Metlife Inc – Amendment Number One to the Executive Deferred Compensation Plan for Oscar Schmidt(Effective July 1, 2009) (August 7th, 2018)

The Executive Deferred Compensation Plan for Oscar Schmidt (the "Plan") is hereby amended, effective as of the dates set forth below, as follows:

Metlife Inc – Amendment Number Two to the Executive Deferred Compensation Plan for Oscar Schmidt (Effective July 1, 2009) (August 7th, 2018)

The Executive Deferred Compensation Plan for Oscar Schmidt (the “Plan”) is hereby amended, effective as of January 1, 2018, as follows:

Metlife Inc – Contract (August 7th, 2018)

This arrangement is intended to be a private placement and is not subject to the supervision of any governmental authority in Argentina or otherwise.

Metlife Inc – GENERAL RELEASE AND WAIVER (August 7th, 2018)

WHEREAS, Schmidt agrees that, this Agreement is null and void and all offers set forth under it are withdrawn unless this Agreement is executed by him and returned to MetLife c/o Margery Brittain at 200 Park Avenue, New York, NY 10166 so that it is received at that address on or before the close of business on May 1, 2018; and

Metlife Inc – Amendment Number Three to the Executive Deferred Compensation Plan for Oscar Schmidt (Effective July 1, 2009) (August 7th, 2018)

The Executive Deferred Compensation Plan for Oscar Schmidt (the “Plan”) is hereby amended, effective upon the approval by the Compensation Committee or the Board of Directors of MetLife, Inc. of the Participant’s appointment to an Executive Officer position, as follows:

Metlife Inc – SETTLEMENT AGREEMENT & GENERAL RELEASE (August 7th, 2018)

This Settlement Agreement & General Release (this "Agreement") is entered into by and between you, OSCAR ALBERTO SCHMIDT, and METLIFE GROUP, INC. ("MetLife" or the "Company"). The above­named are hereinafter individually referred to as a "Party" and collectively as the "Parties." This Agreement shall be effective on the latest date signed below (the "Effective Date"). It is fully agreed and understood as follows:

Metlife Inc – April 25, 2018 Oscar Schmidt Latin America Dear Oscar: (August 7th, 2018)

MetLife, Inc. recognizes and appreciates that you engage in business travel to advance the interests of MetLife, Inc. and its affiliates (together, "MetLife"), and that business travel is a necessary part of your role. We also recognize that your business travel may result in individual income tax liability in the U.S. As a result, MetLife, Inc. is willing to cause whichever MetLife company employs you in Argentina from time to time (as applicable, the "Company") to provide you with tax equalization for your business travel to the U.S. from Argentina and U.S. (the "Arrangement"); and tax preparation support services from January 1, 2018 through December 31, 2020. This letter is the Agreement that provides for these tax-related benefits to you.

Metlife Inc – Explanatory Note on Non-GAAP Financial Information and Reconciliations (August 1st, 2018)
Metlife Inc – SEPARATION AGREEMENT AND GENERAL RELEASE (June 18th, 2018)

This Separation Agreement and General Release (this “Separation Agreement”) is entered into by and between John C.R. Hele (“Mr. Hele”), MetLife, Inc. and MetLife Group, Inc. (collectively “MetLife” or the “Company”) as of the 3 day of June, 2018. This Separation Agreement is contingent on approval by the Board of Directors of MetLife, Inc. (the “Board”), and will not be effective or binding unless and until it is so approved. The Company’s management will present this Separation Agreement and recommend its approval    to the Board following the Separation Agreement Effective Date, as defined below. If such Separation Agreement Effective Date occurs on or before June 11, 2018, the Company’s management will present this Separation Agreement for Board consideration no later than June 12, 2018; provided, however that this Separation Agreement shall not be effective or binding on either party upon the earlier of (a) the Company’s notice to Mr. Hele that the Board has adopted a resolution or

Metlife Inc – DEPOSIT AGREEMENT among METLIFE, INC., COMPUTERSHARE INC. AND COMPUTERSHARE TRUST COMPANY, N.A., collectively, as Depositary, and The Holders From Time to Time of the Depositary Receipts Described Herein Dated as of June 4, 2018 (June 4th, 2018)

THIS DEPOSIT AGREEMENT, dated June 4, 2018, among MetLife, Inc., a Delaware corporation (the “Corporation”), Computershare Inc., a Delaware corporation (“Computershare”), and its wholly owned subsidiary, Computershare Trust Company, N.A., a federally chartered trust company (the “Trust Company” and together with Computershare, collectively, the “Depositary”), and the Holders from time to time of the Receipts (as defined below).

Metlife Inc – PRICING AGREEMENT (June 4th, 2018)
Metlife Inc – METLIFE, INC. DEPOSITARY SHARES UNDERWRITING AGREEMENT (June 4th, 2018)

The Preferred Shares will, when issued, be deposited by the Company against delivery of depositary receipts (with respect to such Preferred Shares, the “Depositary Receipts”) to be issued by Computershare Inc. and Computershare Trust Company, N.A. (collectively, the “Depositary”), under a deposit agreement, to be dated as of the Closing Date (as defined below) (each a “Deposit Agreement”), among the Company, the Depositary and the holders from time to time of the Depositary Receipts issued thereunder. The terms and rights of any particular issuance of the Preferred Shares shall be as specified in the Pricing Agreement relating thereto and in or pursuant to the Amended and Restated Certificate of Incorporation of the Company, as amended, including the applicable certificate of designations related to the Securities (together, the “Certificate of Designations”).

Metlife Inc – CERTIFICATE OF DESIGNATIONS OF 5.625% NON-CUMULATIVE PREFERRED STOCK, SERIES E OF METLIFE, INC. (June 4th, 2018)

METLIFE, INC., a corporation organized and existing under the General Corporation Law of the State of Delaware (the “Corporation”), in accordance with the provisions of Sections 103 and 151 thereof, does hereby certify:

Metlife Inc – AMENDMENT NUMBER 5 TO THE METROPOLITAN LIFE AUXILIARY SAVINGS AND INVESTMENT PLAN (RESTATED JANUARY 1, 2015) (May 8th, 2018)

The Metropolitan Life Auxiliary Savings and Investment Plan (the “Plan”) is hereby amended, effective as of March 15, 2018, as follows:

Metlife Inc – AMENDMENT NUMBER 6 TO THE MET LIFE AUXILIARY PENSION PLAN (RESTATED JANUARY 1, 2008) (May 8th, 2018)

The MetLife Auxiliary Pension Plan (the “Plan”) is hereby amended, effective as of March 15, 2018, by replacing the preamble to the Plan with the following:

Metlife Inc – For Immediate Release | Global Communications | MetLife, Inc. (May 7th, 2018)
Metlife Inc – PRICING AGREEMENT (March 22nd, 2018)
Metlife Inc – CERTIFICATE OF DESIGNATIONS OF 5.875% FIXED-TO-FLOATING RATE NON-CUMULATIVE PREFERRED STOCK, SERIES D OF METLIFE, INC. (March 22nd, 2018)

METLIFE, INC., a corporation organized and existing under the General Corporation Law of the State of Delaware (the “Corporation”), in accordance with the provisions of Sections 103 and 151 thereof, does hereby certify:

Metlife Inc – METLIFE, INC. PREFERRED SHARES UNDERWRITING AGREEMENT (March 22nd, 2018)

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 (the “Underwriters” with respect to such Pricing Agreement and the securities specified therein) the aggregate number of shares of the Company’s preferred stock, par value $0.01 per share, identified in Schedule I to the applicable Pricing Agreement (the “Securities” with respect to such Pricing Agreement).