0001193125-18-183434 Sample Contracts

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
Deposit Agreement • June 4th, 2018 • Metlife Inc • Life insurance • New York

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).

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METLIFE, INC. DEPOSITARY SHARES UNDERWRITING AGREEMENT
Underwriting Agreement • June 4th, 2018 • Metlife Inc • Life insurance • New York

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”).

PRICING AGREEMENT
Pricing Agreement • June 4th, 2018 • Metlife Inc • Life insurance
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