EX-4.11



 





Exhibit 4.11




DECLARATION OF TRUST




OF




METLIFE CAPITAL TRUST VIII




          THIS DECLARATION OF TRUST is made as of October 31, 2007 (this “Declaration of Trust”), by and
among MetLife, Inc., a Delaware corporation, as sponsor (the “Sponsor”), The Bank of New York Trust
Company, N.A., a national banking association, as trustee (the “Property Trustee”), The Bank of New
York (Delaware), as trustee (the “Delaware Trustee”), and Janet M. Morgan, Joi M. Corrothers and
Joseph G. Puleo, as trustees (each an “Administrative Trustee” and collectively, the
“Administrative Trustees”) (the Property Trustee, the Delaware Trustee, and the Administrative
Trustees being hereinafter collectively referred to as the “Trustees”). The Sponsor and the
Trustees hereby agree as follows:



1. The trust created hereby shall be known as MetLife Capital Trust VIII (the “Trust”), in which
name the Trustees or the Sponsor, to the extent provided herein, may conduct the business of the
Trust, make and execute contracts, and sue and be sued.



2. The Sponsor hereby assigns, transfers, conveys and sets over to the Trust the sum of $10. It is
the intention of the parties hereto that the Trust created hereby constitute a statutory trust
under Chapter 38 of Title 12 of the Delaware Code, 12 Del. C. §§ 3801, et seq. (the “Statutory
Trust Act”), and that this document constitute the governing instrument of the Trust. The Trustees
are hereby authorized and directed to execute and file a certificate of trust with the Delaware
Secretary of State in accordance with the provisions of the Statutory Trust Act.



3. An amended and restated Declaration of Trust satisfactory to each party to it, in such form as
the parties thereto may approve, will be entered into to provide for the contemplated operation of
the Trust created hereby and the issuance of the Preferred Securities and Common Securities
referred to therein. Prior to the execution and delivery of such amended and restated Declaration
of Trust, the Trustees shall not have any duty or obligation hereunder or with respect to the trust
estate, except as otherwise required by applicable law or as may be necessary to obtain prior to
such execution and delivery any licenses, consents or approvals required by applicable law or
otherwise. Notwithstanding the foregoing, the Trustees may take all actions deemed proper as are
necessary to effect the transactions contemplated herein.





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4. The Sponsor, as sponsor of the Trust, is hereby authorized, in its discretion, (i) to prepare
and file with the Securities and Exchange Commission (the “Commission”) and to execute, in the case
of the 1933 Act Registration Statement and 1934 Act Registration Statement (as herein defined), on
behalf of the Trust, (a) a Registration Statement (the “1933 Act Registration Statement”),
including all pre-effective and post-effective amendments thereto, relating to the registration
under the Securities Act of 1933, as amended (the “1933 Act”), of the Preferred Securities of the
Trust, (b) any prospectus or supplement thereto relating to the Preferred Securities of the Trust
required to be filed pursuant to the 1933 Act, and (c) a Registration Statement on Form 8-A or
other appropriate form (the “1934 Act Registration Statement”), including all pre-effective and
post-effective amendments thereto, relating to the registration of the Preferred Securities of the
Trust under the Securities Exchange Act of 1934, as amended; (ii) if and at such time as determined
by the Sponsor, to file with the New York Stock Exchange or other exchange, or the Financial
Industry Regulatory Authority (“FINRA”), and execute on behalf of the Trust a listing application
and all other applications, statements, certificates, agreements and other instruments as shall be
necessary or desirable to cause the Preferred Securities of the Trust to be listed on the New York
Stock Exchange or such other exchange, or The NASDAQ Stock Market; (iii) to file and execute on
behalf of the Trust, such applications, reports, surety bonds, irrevocable consents, appointments
of attorney for service of process and other papers and documents that shall be necessary or
desirable to register the Preferred Securities of the Trust under the securities or “Blue Sky” laws
of such jurisdictions as the Sponsor, on behalf of the Trust, may deem necessary or desirable; (iv)
to execute and deliver letters or documents to, or instruments for filing with, a depository
relating to the Preferred Securities of the Trust; and (v) to execute, deliver and perform on
behalf of the Trust an underwriting agreement with one or more underwriters relating to the
offering of the Preferred Securities of the Trust.




          In the event that any filing referred to in this Section 4 is required by the rules and
regulations of the Commission, the New York Stock Exchange or other exchange, The NASDAQ Stock
Market, FINRA, or state securities or “Blue Sky” laws to be executed on behalf of the Trust by the
Trustees, any Administrative Trustee, in his or her capacity as a trustee of the Trust, is hereby
authorized to join in any such filing and to execute on behalf of the Trust any and all of the
foregoing, it being understood that any such Administrative Trustee, in his or her capacity as a
trustee of the Trust, shall not be required to join in any such filing or execute on behalf of the
Trust any such document unless required by the rules and regulations of the Commission, the New
York Stock Exchange or other exchange, The NASDAQ Stock Market, FINRA, or state securities or “Blue
Sky” laws.




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5. This Declaration of Trust may be executed in one or more counterparts.



6. The number of trustees of the Trust initially shall be five and thereafter the number of
trustees of the Trust shall be such number as shall be fixed from time to time by a written
instrument signed by the Sponsor which may increase or decrease the number of trustees of the
Trust; provided, however, that to the extent required by the Statutory Trust Act, one trustee of
the Trust shall either be a natural person who is a resident of the State of Delaware or, if not a
natural person, an entity which has its principal place of business in the State of Delaware.
Subject to the foregoing, the Sponsor is entitled to appoint or remove without cause any trustee of
the Trust at any time. Any trustee of the Trust may resign upon thirty days’ prior notice to the
Sponsor.



7. This Declaration of Trust shall be governed by, and construed in accordance with, the laws of
the State of Delaware (without regard to conflict of laws principles).



8. The Sponsor hereby agrees to indemnify the Trustees and any of the officers, directors,
employees and agents of the Trustees (the “Indemnified Persons”) for, and to hold each Indemnified
Person harmless against, any liability or expense incurred without negligence or bad faith on its
part, arising out of or in connection with the acceptance or administration of the trust or trusts
hereunder, including the costs and expenses (including reasonable legal fees and expenses) of
defending itself against or investigating any claim or liability in connection with the exercise or
performance of any of its powers or duties hereunder.




[SIGNATURE PAGES FOLLOW]




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IN WITNESS WHEREOF, the parties hereto have caused this Declaration of Trust to be duly
executed as of the day and year first above written.




	 	 	 	 	 
	 

	 	METLIFE, INC., as Sponsor
	 	  






	 	 	 	 	 	 	 
	 

	 	By:	 	/s/ Eric T. Steigerwalt	 	 
	 

	 	 	 	 	 	 
	 

	 	Name:	 	Eric T. Steigerwalt	 	 
	 

	 	Title:	 	Senior Vice President and Treasurer	 	 






	 	 	 	 	 
	 

	 	THE BANK OF NEW YORK TRUST
	 	 
	 

	 	COMPANY, N.A., as Property Trustee	 	 






	 	 	 	 	 	 	 
	 

	 	By:	 	/s/ R. Tarnas	 	 
	 

	 	 	 	 	 	 
	 

	 	Name:	 	R. Tarnas	 	 
	 

	 	Title:	 	Vice President	 	 






	 	 	 	 	 
	 

	 	THE BANK OF NEW YORK
	 	 
	 

	 	(DELAWARE),as Delaware Trustee	 	 
	 
	 
	 	/s/ Kristine K. Gullo	 	 
	 

	 	 	 	 
	 

	 	Name: Kristine K. Gullo	 	 
	 

	 	Title: Vice President	 	 
	 
	 
	 	/s/ Janet M. Morgan	 	 
	 

	 	 	 	 
	 

	 	Janet M. Morgan, as Administrative Trustee	 	 
	 
	 	 	 	 
	 
	 
	 	/s/ Joi M. Corrothers	 	 
	 
	 	 	 	 
	 

	 	Joi M. Corrothers, as Administrative Trustee	 	 
	 
	 
	 	/s/ Joseph G. Puleo	 	 
	 

	 	 	 	 
	 

	 	Joseph G. Puleo, as Administrative Trustee	 	 







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