**TRANSFER AGREEMENT****by and between****METLIFE INSURANCE COMPANY OF CONNECTICUT****and****METLIFE INVESTORS GROUP, INC.****dated as of October 11, 2006**
 

 
**TRANSFER AGREEMENT**This Transfer Agreement (hereinafter referred to as this “Agreement”) dated as of October11, 2006 is entered into by and between MetLife Insurance Company of Connecticut (hereinafterreferred to as “MICC”), a Connecticut stock life insurance company, and MetLife InvestorsGroup, Inc. (hereinafter referred to as “MIG”), a Delaware corporation. Either MICC or MIGmay hereinafter be referred to as a “Party.” MICC and MIG may hereinafter collectively bereferred to as the “Parties.”WITNESSETH:WHEREAS, MetLife, Inc. owns all of the outstanding capital stock of MIG and MICC; andWHEREAS, MIG owns all of the outstanding capital stock of MetLife Investors USA Insurance Company,a Delaware stock life insurance company (hereinafter referred to as the “Company”); andWHEREAS, MIG desires to transfer all of its right, title, and interest in all of the outstandingcapital stock of the Company to MICC in exchange for shares of capital stock of MICC of approximateequal value and MICC desires to issue such shares to MIG in exchange for all of the right, title,and interest in all of the outstanding capital stock of the Company (hereinafter referred to as the“Transactions”; andWHEREAS, the Parties intended that the Transactions occur on October 1, 2006, and desire that theTransactions shall have economic effect as if they occurred on October 1, 2006; andWHEREAS, MetLife, Inc. is the common parent of, and MIG is a member of, a single group of lifeinsurance companies and other companies filing one consolidated Federal tax return; andWHEREAS**,**the Boards of Directors of MICC and MIG have each authorized the Transactions describedabove.NOW, THEREFORE, the Parties agree as follows:1. **Transfer of Shares of the Company in Exchange for Shares of MICC.** MIG herebytransfers, assigns, conveys and delivers to MICC, with effect from October 1, 2006 all of theissued and outstanding shares of capital stock of the Company, consisting of 11,000 shares ofcommon stock, par value $200 per share, and 200,000 shares of 6% non-cumulative preferredstock, par value $1 per share (hereinafter referred to as the “Company Shares”), freeand clear of all liens, charges, security interests, mortgages, pledges or similarrestrictions, in exchange for 4,595,317
 

 
  shares of MICC’s common stock, par value $2.50 per share approximately equal in value tothe Company Shares being transferred in exchange therefore (hereinafter referred to as the“MICC Shares”). The Parties agree that the Transactions shall have economic effectas if the Transactions occurred on October 1, 2006.2. **Closing; Deliveries.** MIG hereby delivers to MICC certificates representing theCompany Shares, duly endorsed to MICC or accompanied by duly executed and witnessed stockpowers, and MICC hereby issues and delivers to MIG certificates representing the MICC Shares.3. **Representations and Warranties.** Each Party represents and warrants to the otherParty that: (a) it is a corporation duly organized, validly existing and in good standingunder the laws of its state of incorporation; (b) it has the corporate power and authority,and has taken all necessary corporate action, to execute, deliver and perform this Agreement;(c) this Agreement is a legal, valid and binding obligation upon such Party and isenforceable against such Party in accordance with its terms (assuming valid authorization,execution and delivery of this Agreement by such other Party); and (d) execution of thisAgreement and consummation of the transactions contemplated hereby will not conflict with, orcause such Party to be in violation of, (i) its charter and by-laws, (ii) any otheragreement to which it is a party (except for any such violations which, individually or in theaggregate, would not have a material adverse effect upon the performance of such Party’sobligations under this Agreement), or (iii) any foreign, federal, state or local law,statute, regulation, rule, code, ordinance, judgment, decree or order to which it is subject.   Furthermore, MIG represents and warrants to MICC that: (a) the Company is a corporationduly organized, validly existing and in good standing under the laws of Delaware; (b)execution of this Agreement and consummation of the transactions contemplated hereby willnot conflict with, or cause the Company to be in violation of, (i) the Company’scertificate of incorporation and by-laws, (ii) any other agreement to which the Company isa party, or (iii) any foreign, federal, state or local law, statute, regulation, rule,code, ordinance, judgment, decree or order to which it is subject; (c) the authorizedcapital stock of the Company consists of 15,000 shares of Common Stock and 200,000 sharesof Preferred Stock; (d) the issued and outstanding capital stock of the Company consistsof 11,000 shares of Common Stock and 200,000 shares of Preferred Stock; (e) except forthis Agreement, no agreement, arrangement or commitment relating to the capital stock ofthe Company exists; and (f) no securities convertible into capital stock of the Companyexist. MIG represents and warrants that it has full right, title, and interest to theCompany Shares to be transferred pursuant hereto, and that the Company Shares are dulyauthorized, validly issued, fully paid, non-assessable, free of any preemption rights, andfree and clear of, and not
 

 
  subject to, any form of hypothecation, pledge, lien, or other restriction on transfer underany foreign, federal, state or local law, statute, regulation, rule, code, ordinance,judgment, decree, order or agreement to which MIG or the Company is subject, and theconsummation of the transactions contemplated hereby shall not result in any suchhypothecation, pledge, lien, or other restriction on transfer upon the Company Shares.   Furthermore, MICC represents and warrants to MIG that: (a) the authorized capital stock ofMICC consists of 40,000,000 shares of Common Stock; (b) the issued and outstanding capitalstock of MICC consists of 30,000,000 shares of Common Stock; (c) except for thisAgreement, no agreement, arrangement or commitment relating to the capital stock of MICCexists; and (d) no securities convertible into capital stock of MICC exist. MICCrepresents and warrants that it has full right, title, and interest to the MICC Shares tobe transferred pursuant hereto, when issued, and that the MICC Shares will be dulyauthorized, validly issued, fully paid, non-assessable, free of any preemption rights, andfree and clear of, and not subject to, any form of hypothecation, pledge, lien, or otherrestriction on transfer under any foreign, federal, state or local law, statute,regulation, rule, code, ordinance, judgment, decree, order or agreement to which MICC issubject, and the consummation of the transactions contemplated hereby shall not result inany such hypothecation, pledge, lien, or other restriction on transfer upon the MICCShares.4. **Regulatory Approval.** Other than the approvals of the Connecticut and DelawareDepartments of Insurance, which have been obtained, the Parties understand and agree that thetransfer of the Company Shares in exchange for the issuance of the MICC Shares pursuant heretorequires no prior approval of, or filing or registration with, any foreign, federal, state orlocal regulatory authorities.5. **Modification and Amendment**. This Agreement cannot be changed, amended, or terminatedby oral agreement, and no provision or requirement hereof may be orally waived. Any change,amendment, termination, or waiver hereof shall only be made by an agreement in writing signedby the Parties and shall require the prior approval of the Connecticut Insurance Department.6. **Binding Nature; Assignment.** This Agreement shall be binding upon and inure to thebenefit of the Parties and their respective successors, but neither this Agreement nor any ofthe rights, interests or obligations hereunder shall be assigned by either Party (by operationof law or otherwise) without prior written consent of the other Party, which shall not beunreasonably withheld, and prior approval of the assignment by the Connecticut InsuranceDepartment.
 

 
7. **Counterparts.** This Agreement may be executed in one or more counterparts, each ofwhich shall be deemed to be an original, but all of which together shall constitute one andthe same instrument.8. **Waiver.** Any term or condition of this Agreement may be waived at any time by theParty that is entitled to the benefit thereof, but no such waiver shall be effective unlessset forth in a written instrument duly executed by or on behalf of the Party waiving such termor condition.9. **Expenses.** Each Party shall bear and pay all costs and expenses which it incurs, orwhich may be incurred on its behalf, in connection with the preparation of this Agreement andthe consummation of the transactions contemplated by this Agreement.10. **Governing Law.** This Agreement shall be governed by, and construed in accordancewith, the laws of the State of Connecticut, without regard to conflicts of laws principles.11. **Severability.** If any term or condition of this Agreement is invalid, illegal orincapable of being enforced by any rule of law or public policy, all other terms andconditions of this Agreement nevertheless shall remain in full force and effect so long as theeconomic or legal substance of the transactions contemplated hereby is not affected in anymanner materially adverse to any Party.12. **Cumulative Remedies****.**The rights, remedies, powers, and privileges provided in thisAgreement are cumulative and not exclusive of any rights, remedies, powers and privilegesprovided by law or otherwise.13. **Further Assurances; Post-Closing Cooperation.** In connection with the consummation ofthe transactions contemplated by this Agreement, at any time or from time to time after theconsummation of the transactions contemplated by this Agreement, the Parties shall execute anddeliver such other documents and instruments, and take such other actions, as may be requiredto consummate the transactions contemplated by this Agreement.14. **No Third Party Beneficiaries.** The terms and provisions of this Agreement areintended solely for the benefit of each Party and their respective successors or permittedassigns and it is not the intention of the Parties to confer third-party beneficiary rights,and this Agreement does not confer any such rights, upon any other person.15. **Taxes.** The Parties agree to treat MIG’s transfer of Company Shares to MICC inexchange for MICC shares approximately equal in value to the Company Shares as a tax-freetransaction under Section 351 of the Internal Revenue Code, inasmuch as MIG will control morethan 80% of the stock of MICC immediately after the transfer, after taking into account
 

 
  shares of MICC owned by MetLife, Inc. that are attributed to MIG under Section 1.1502-34 ofthe consolidated return regulations. MIG represents that no liabilities of MIG will betransferred to MICC in connection with the Company Shares. MICC represents that the MICCshares to be issued to MIG are shares of MICC voting common stock, which is the only classof MICC shares outstanding.
 

 
IN WITNESS WHEREOF, the Parties have caused this Transfer Agreement to be executed by their dulyauthorized officers as of the day and year first above written.**MetLife Insurance Company of Connecticut**       By: /s/ Anthony J. Williamson    Date: October 11, 2006 Name: Anthony J. Williamson    Title: Senior Vice President and Treasurer    **MetLife Investors Group, Inc.**       By: /s/ Richard C. Pearson    Date: October 11, 2006 Name: Richard C. Pearson    Title: Executive Vice President