METLIFE, INC., ISSUER AND BANK ONE TRUST COMPANY, N.A., TRUSTEE INDENTURE DATED AS OF NOVEMBER 9, 2001 SENIOR DEBT SECURITIESIndenture • February 28th, 2012 • Metlife Inc • Life insurance • New York
INDENTURE, dated as of November 9, 2001, between MetLife, Inc., a Delaware corporation (the “Company”), and Bank One Trust Company, N.A., a national banking association, as trustee (the “Trustee”):
UNIT OPTION AGREEMENTUnit Option Agreement • February 28th, 2012 • Metlife Inc • Life insurance • Delaware
[Company] (the “Global Affiliate”) confirms that, on , 20 , (the “Grant Date”) you were granted , Unit Options, and approves or ratifies such grant. Each Unit Option entitles you to receive a cash payment equal to the Fair Market Value of one share of Common Stock on the Surrender Date less $ . (the “Grant Value”), if the difference is greater than zero. Your Unit Options are subject to the terms and conditions of this Agreement and of the MetLife International Unit Option Incentive Plan (the “Plan”). Any payment due under this Agreement may be made on behalf of the Global Affiliate by any one or more Affiliates (each such Affiliate(s) making any such payment will be known as a “Paying Affiliate”). Unless otherwise specified, the word “Section” refers to a Section in this Agreement. Any other capitalized word used in this Agreement but not defined here is defined in the Plan.
MANAGEMENT PERFORMANCE SHARE AGREEMENTManagement Performance Share Agreement • February 28th, 2012 • Metlife Inc • Life insurance • New York
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 this Management Performance Share Agreement (this “Agreement”) and the MetLife, Inc. 2005 Stock and Incentive Compensation Plan (the “Plan”).
ContractMetlife Inc • February 28th, 2012 • Life insurance
REPLACEMENT CAPITAL COVENANT, dated as of December 21, 2006 (this “REPLACEMENT CAPITAL COVENANT”), by MetLife, Inc., a Delaware corporation (together with its successors and assigns, the “CORPORATION”), in favor of and for the benefit of each Covered Debtholder (as defined below).
PERFORMANCE UNIT AGREEMENTPerformance Unit Agreement • February 28th, 2012 • Metlife Inc • Life insurance • Delaware
[Company] (the “Global Affiliate”) confirms that, on [date], [year] (the “Grant Date”), you were granted [amount in words] ([number]) Performance Units under the MetLife International Performance Unit Incentive Plan (the “Plan”), and approves and ratifies such grant. Your Performance Units are subject to the terms and conditions of this Performance Unit Agreement (this “Agreement”) and of the Plan (which is incorporated in this Agreement by reference). Any payment due under this Agreement may be made on behalf of the Global Affiliate by any one or more Affiliates (each such Affiliate(s) making any such payment will be known as a “Paying Affiliate”). Unless otherwise specified, the word “Section” refers to a Section in this Agreement. Any other capitalized word used in this Agreement but not defined here is defined in the Plan.
THIRD SUPPLEMENTAL INDENTURE DATED AS OF DECEMBER 21, 2006 BETWEEN METLIFE, INC., AS ISSUER AND THE BANK OF NEW YORK TRUST COMPANY, N.A., AS TRUSTEEThird Supplemental Indenture • February 28th, 2012 • Metlife Inc • Life insurance • New York
THIRD SUPPLEMENTAL INDENTURE, dated as of December 21, 2006 (this “Third Supplemental Indenture”), between MetLife, Inc., a Delaware corporation (the “Company”), and The Bank of New York Trust Company, N.A., as trustee (the “Trustee”), supplementing the Subordinated Indenture, dated as of June 21, 2005 (the “Base Indenture”), between the Company and The Bank of New York Trust Company, N.A. (as successor in interest to J.P. Morgan Trust Company, National Association), as trustee.
