exv4w1






Exhibit 4.1




Execution Version



 





Investor Rights Agreement




among



MetLife, Inc.,



ALICO Holdings LLC



and



American International Group, Inc.



Dated as of November 1, 2010




 





 









 





Table of Contents




	 	 	 	 	 
	 	 	Page	 
	ARTICLE 1
	 	 	 	 
	General
	 	 	 	 
	 
	Section 1.1 Definitions
	 	 	1	 
	 
	ARTICLE 2
	 	 	 	 
	Registration and Offering
	 	 	 	 
	 
	Section 2.1 Registration Demands
	 	 	8	 
	Section 2.2 Offerings
	 	 	9	 
	Section 2.3 Expenses
	 	 	11	 
	Section 2.4 Obligations of the Company
	 	 	11	 
	Section 2.5 Deferrals of Registration Demands and Suspension of Offerings and Sales
	 	 	15	 
	Section 2.6 Delay of Registration; Furnishing Information
	 	 	17	 
	Section 2.7 Indemnification; Contribution
	 	 	17	 
	Section 2.8 Lock-Ups and Transfer Restrictions
	 	 	19	 
	Section 2.9 Assignment of Registration Rights
	 	 	22	 
	Section 2.10 Standstill
	 	 	22	 
	Section 2.11 Rule 144 Reporting
	 	 	27	 
	Section 2.12 Piggyback Registration Rights
	 	 	27	 
	Section 2.13 Market Stand-Off
	 	 	28	 
	Section 2.14 Voting
	 	 	29	 
	Section 2.15 Security Interest
	 	 	29	 
	 
	ARTICLE 3	 	 	 	 
	Miscellaneous
	 	 	 	 
	 
	Section 3.1 Successors and Assigns
	 	 	29	 
	Section 3.2 Specific Performance
	 	 	30	 
	Section 3.3 Applicable Law and Submission to Jurisdiction
	 	 	30	 
	Section 3.4 Conversion of Other Securities
	 	 	31	 
	Section 3.5 Counterparts and Facsimile
	 	 	31	 
	Section 3.6 Titles and Subtitles
	 	 	31	 
	Section 3.7 Notices
	 	 	31	 
	Section 3.8 Amendments and Waivers
	 	 	32	 
	Section 3.9 No Conflicts
	 	 	32	 
	Section 3.10 Severability
	 	 	32	 
	Section 3.11 Aggregation of Securities
	 	 	32	 
	Section 3.12 Entire Agreement, Etc.
	 	 	33	 
	Section 3.13 Termination
	 	 	33	 






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     Investor Rights Agreement, dated as of November 1, 2010, by and among MetLife, Inc., a
Delaware corporation (the “Company”), ALICO Holdings LLC, a Delaware limited liability company (the
“Investor”), and American International Group, Inc., a Delaware corporation (“Parent”).



W i t n e s s e t h:




     Whereas, the Company, the Investor and Parent are parties to a Stock Purchase
Agreement, dated as of March 7, 2010 (as the same may be amended from time to time, the “Stock
Purchase Agreement”), pursuant to which the Investor will receive from the Company on the Closing
Date (as defined below) the Securities (as defined below), subject to all the terms and conditions
set forth in the Stock Purchase Agreement;



     Whereas, the Company, the Investor and Parent, at any time following the Investor’s
receipt of the Securities and while this Agreement (as defined below) is in effect, do not intend
that the Investor, Parent or any of their respective Affiliates (as defined below), acting alone or
as part of a Group (as defined below), directly or indirectly, Beneficially Own (as defined below)
more than 23.5% of the Common Stock (as defined below) or Other Voting Securities (as defined
below); and



     Whereas, in connection with the consummation of the transactions contemplated by the
Stock Purchase Agreement, and pursuant to the terms of the Stock Purchase Agreement, the parties
desire to enter into this Agreement in order to (i) grant to the Investor certain rights relating
to the registration of the Subject Securities (as defined below) and (ii) set forth certain
agreements with respect to the Investor’s ownership of the Securities and Subject Securities as set
forth below.



     Now, Therefore, in consideration of the mutual covenants and agreements
herein contained and other good and valid consideration, the receipt and sufficiency of which are
hereby acknowledged, the parties agree as follows:



ARTICLE 1

General




     Section 1.1 Definitions. As used in this Agreement, the following terms shall have the
following respective meanings:



     “Affiliate” shall mean, with respect to any specified Person, any other Person that, at the
time of determination, directly or indirectly through one or more intermediaries, Controls, is
Controlled by or is under common Control with such specified Person; for the avoidance of doubt,
unless otherwise specified herein, (i) American Life Insurance Company, a Delaware-domiciled
insurance company, and the Transferred Subsidiaries shall be deemed to be Affiliates of the Company
(and not the Investor or Parent) and (ii) the U.S. Treasury and the Federal Reserve Bank of New
York shall be deemed not to be Affiliates of the Investor and Parent; provided, however, that,
solely for the purposes of this Agreement, each of the Investor and Parent shall be deemed not to
be an Affiliate of the Company.



 









 





     “Agreed Cooperation” shall mean, in connection with any Offering, that, in addition to the
actions otherwise specifically required by this Agreement, the Company uses commercially reasonable
and customary efforts to cooperate with the Book-Runners in connection therewith and participates
on a reasonable basis in “road-show” and other customary marketing activities, including making
members of senior management of the Company, as would customarily participate in “road-show” and
other customary marketing activities for an offering by the Company comparable in size and type of
securities offered, to such Offering, cooperate with the Book-Runners in connection therewith and
make themselves available to participate on a reasonable basis in “road-show” and other customary
marketing activities in such locations (domestic and foreign) as recommended by the Book-Runners
(including one-on-one meetings with prospective purchasers of the Subject Securities).



     “Agreement” means this Investor Rights Agreement, including all amendments, modifications and
supplements and any exhibits or schedules to any of the foregoing, and shall refer to this Investor
Rights Agreement as the same may be in effect at the time such reference becomes operative.



     “Ancillary Agreements” shall mean the Stock Purchase Contract Agreement, the Transition
Services Agreement, the Special Asset Protection Agreement, the Hold Harmless Agreement, the
Indemnification Control Agreement, and this Agreement.



     “Beneficial Owner,” “Beneficial Ownership,” “Beneficially Own” or “Beneficially Owned” shall
refer to the concept of “beneficial ownership” in Rule 13d-3 promulgated under the Exchange Act.



     “Benefit Plan Trusts” shall mean any director, management, employee, agent or managing
director benefit plan or trust (including, but not limited to, a stock ownership, 401(k), savings,
deferred compensation or similar plan) sponsored by the Company or any Affiliate of the Company.



     “BHC Act” shall mean the Bank Holding Company Act of 1956, as amended.



     “Book-Runner” shall mean a nationally recognized broker-dealer acting as a “joint book-running
managing underwriter” in connection with any Offering.



     “Book-Runners’ Notice” shall mean, in connection with any proposed Offering, a written notice
provided by the Book-Runners to the Company specifying: (i) if the Initial Amount can be realized
in such Offering assuming that no securities will be sold in such Offering other than the Subject
Securities, the offering price and amount of Subject Securities expected to be sold in the
Offering, or (ii) if the Initial Amount cannot be realized in such Offering assuming that no
securities will be sold in such Offering other than the Subject Securities, the maximum realizable
amount and offering price of Subject Securities that can be sold in the Offering.



     “Business Day” shall mean any day other than a Saturday, Sunday or other day on which
commercial banks in New York, New York are authorized or required by law or executive order to
remain closed.



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     “Closing Common Stock” shall mean the 78,239,712 shares of Common Stock to be issued to the
Investor on the Closing Date.



     “Closing Date” shall have the meaning set forth in the Stock Purchase Agreement.



     “Closing Preferred Stock” shall mean 6,857,000 shares of Series B Contingent Convertible
Junior Participating Non-Cumulative Perpetual Preferred Stock of the Company to be issued to the
Investor on the Closing Date.



     “Commission” shall mean the Securities and Exchange Commission, and any successor agency.



     “Common Equity Unit” shall have the meaning set forth in the Stock Purchase Contract
Agreement.



     “Common Stock” shall mean shares of common stock, $0.01 par value per share, of the Company.



     “Company” shall have the meaning set forth in the Preamble hereto.



     “Component Securities” shall mean the Stock Purchase Contracts and the Debt Securities.



     “Confidential Material” shall have the meaning set forth in the letter agreement, dated
January 22, 2010, by and between the Company and Parent.



     “Control” shall mean, as to any Person, the possession, directly or indirectly of the power to
direct or cause the direction of the management and policies of such Person, whether through the
ownership of voting securities, by contract or otherwise. The terms “Controlled by,” “under common
Control with” and “Controlling” shall have correlative meanings.



     “Converted Common Stock” shall mean the Common Stock issued upon conversion of the Closing
Preferred Stock following the receipt of the approval of the stockholders of the Company required
for such conversion.



     “Debt Securities” shall have the meaning set forth in the Stock Purchase Contract Agreement.



     “Demand Registration Statement” shall have the meaning set forth in Section 2.1(b).



     “Exchange Act” shall mean the Securities Exchange Act of 1934, as amended, and the rules and
regulations of the Commission promulgated thereunder.



     “Group” shall have the meaning used in Rule 13d-5(b) promulgated under the Exchange Act.



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     “Hold Harmless Agreement” shall mean the Hold Harmless Agreement, to be dated as of the
Closing Date, by and among the Investor, Parent, National Union Fire Insurance Company of
Pittsburgh, PA and the Company, as the same may be amended from time to time.



     “Indemnification Control Agreement” shall mean the Indemnification Collateral Account Security
and Control Agreement, to be dated as of the Closing Date, by and among the Company, the Investor,
Deutsche Bank Trust Company Americas, a New York banking corporation (“DBTCA”), in its capacity as
securities intermediary, DBTCA, in its capacity as pledge collateral agent, for certain limited
purposes, the Stock Purchase Contract Agent, and, for certain limited purposes, Parent, as the same
may be amended from time to time.



     “Initial Amount” shall mean the initial amount, measured in U.S. dollars, of Subject
Securities that the Investor wishes to sell in an Offering.



     “Investor” shall have the meaning set forth in the Preamble hereto.



     “Investor Common Stock” shall mean, collectively, the Closing Common Stock, the Converted
Common Stock and the Unit Common Stock.



     “Investor Indemnification Obligations” shall have the meaning set forth in the definition of
Permitted Pledges.



     “Investor’s Counsel” shall mean counsel for the Investor in connection with an Offering of
Subject Securities.



     “Offering” shall mean a broadly distributed bona fide underwritten registered public offering
of any Subject Securities. For the avoidance of doubt, an offering effected on a continuous basis
shall not constitute an Offering.



     “Offering Notice” shall mean a written notice to be provided by the Investor or, if
applicable, any Permitted Transferee to the Company pursuant to Section 2.2(a) notifying the
Company that the Investor or, if applicable, such Permitted Transferee proposes to make an Offering
and setting forth the anticipated size and timing of such Offering.



     “Other Voting Securities” shall mean any securities of the Company, other than Common Stock,
entitled to vote in the election of directors of the Company or having the currently exercisable
right, as a class, to designate or elect any persons to the Board of Directors of the Company.



     “Over-Allotment Option” shall mean an option exercisable by the underwriters of any Offering
pursuant to which such underwriters may require the Investor to sell up to an additional 15% of the
Subject Securities sold in such Offering as an over-allotment, which Over-Allotment Option may only
be satisfied from the applicable Subject Securities issued to the Investor, unless otherwise agreed
to by the Company.



     “Parent” shall have the meaning set forth in the Preamble hereto.



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     “Permitted Pledges” shall mean any (i) custody or similar arrangement in favor of the Company
or its Affiliates to secure indemnification obligations of the Investor and its Affiliates to, or
for the benefit of, the Company and its Affiliates and representations under the Stock Purchase
Agreement and the Ancillary Agreements (collectively, the “Investor Indemnification Obligations”)
and the obligations under the Stock Purchase Contracts to the Company and (ii) any pledge of the
Investor Common Stock, Common Equity Units, Component Securities, Closing Preferred Stock or
Transferable Preferred Stock to the U.S. Treasury or any Federal Reserve Bank to secure obligations
owed by the Investor, Parent or any of their respective Affiliates to the U.S. Treasury or any
Federal Reserve Bank; provided, that any such pledge to secure obligations owed by the Investor,
Parent or any of their respective Affiliates to the U.S. Treasury or any Federal Reserve Bank shall
not affect or include any of the Investor Common Stock, Common Equity Units, Component Securities,
Closing Preferred Stock or Transferable Preferred Stock pledged by the Investor (directly or
through any agent on behalf of the Investor), Parent and their respective Affiliates to, or for the
benefit of, the Company and its Affiliates to secure (i) the Investor Indemnification Obligations
or (ii) the obligations of any agent acting on behalf of the Investor under the Stock Purchase
Contracts to the Company; and provided, further, that the terms of any such pledge to the U.S.
Treasury or any Federal Reserve Bank shall include a provision (i) that any acquisition, holding,
voting or disposition of such Investor Common Stock, Common Equity Units, Component Securities,
Closing Preferred Stock or Transferable Preferred Stock by the U.S. Treasury or any Federal Reserve
Bank shall be in accordance with the terms of such Investor Common Stock, Common Equity Units,
Component Securities, Closing Preferred Stock or Transferable Preferred Stock and (ii) that the
U.S. Treasury or any Federal Reserve Bank shall have taken all action necessary to be, and shall
be, subject to the terms of this Agreement as an Investor for all purposes.



     “Permitted Transferees” shall mean, collectively, Parent or any wholly owned subsidiary of
Parent, or, solely as a result of a Transfer arising out of a Permitted Pledge, the U.S. Treasury
or any Federal Reserve Bank; provided, that, in accordance with Sections 2.8, 2.9 and 3.1, any
Permitted Transferee shall have taken all action necessary to be, and shall be, subject to the
terms of this Agreement as an Investor for all purposes.



     “Person” shall mean any natural person, general or limited partnership, corporation, limited
liability company, business trust, trust, limited liability partnership, firm, association or
organization or any other legal entity.



     “Piggyback Registration” shall have the meaning set forth in Section 2.12(a).



     “Policyholder Trust” shall mean the policyholder trust created pursuant to the Policyholder
Trust Agreement, dated as of November 3, 1999, by and among Metropolitan Life Insurance Company, a
stock life insurance company organized under the laws of the State of New York, the Company, Mellon
Investor Services LLC (formerly known as ChaseMellon Shareholder Services, L.L.C.) and Wilmington
Trust Company, as the same may be amended from time to time.



     “Prospectus” means the prospectus or prospectuses included in any Registration Statement, as
amended or supplemented by any prospectus supplement with respect to the terms of an Offering of
any portion of the Subject Securities covered by such Registration Statement



5









 




and by all other amendments and supplements to the prospectus, including post-effective
amendments and all material incorporated by reference in such prospectus or prospectuses.




     “register,” “registered” and “registration” shall refer to a registration effected by
preparing and filing a registration statement in compliance with the Securities Act, and, unless
such registration statement becomes effective upon filing with the Commission pursuant to Rule 462,
the declaration or ordering of effectiveness of such registration statement.



     “Registration Demand” shall mean a written request delivered to the Company from the Investor
requesting the Company to register Subject Securities under the Securities Act.



     “Registration Expenses” shall mean all expenses incurred by the Company in effecting any
registration or Offering of Subject Securities pursuant to this Agreement, including, without
limitation, all Commission registration and filing fees, internal expenses of the Company (except
for reasonable internal expenses of the Company included in the definition of Selling Expenses),
printing expenses, fees and disbursements of counsel for the Company, messenger, telephone and
delivery expenses, fees and expenses of special experts retained by the Company, applicable stock
exchange registration and filing fees, listing application fees, transfer agent and registrar fees,
fees with respect to filings required to be made with the Financial Industry Regulatory Authority,
Inc., blue sky fees and expenses, and fees and expenses of the Company’s independent accountants in
connection with any regular or special reviews or audits incident to or required by any such
registration, but shall not include Selling Expenses.



     “Registration Statement” means any registration statement of the Company under the Securities
Act that covers any of the Subject Securities pursuant to the provisions of this Agreement,
including the Prospectus, amendments and supplements to such Registration Statement, including
post-effective amendments, all exhibits and all materials incorporated by reference in such
Registration Statement.



     “Rule 144” shall mean Rule 144 promulgated under the Securities Act or any successor provision
thereto.



     “Rule 405” shall mean Rule 405 promulgated under the Securities Act or any successor provision
thereto.



     “Rule 462” shall mean Rule 462 promulgated under the Securities Act or any successor provision
thereto.



     “Securities” shall mean the Closing Common Stock, the Closing Preferred Stock and the Common
Equity Units.



     “Securities Act” shall mean the Securities Act of 1933, as amended, and the rules and
regulations of the Commission promulgated thereunder.



     “Seller Disclosure Letter” shall have the meaning set forth in the Stock Purchase Agreement.



6









 





     “Selling Expenses” shall mean all underwriting discounts, fees and expenses, all costs and
expenses of any marketing efforts, including, without limitation, all costs and expenses of any
“road-shows,” marketing and travel (including reasonable internal expenses of the Company with
respect thereto), all selling commissions and stock transfer taxes applicable to the sale of
Subject Securities, all internal expenses of the Investor and all fees and disbursements of the
Investor’s Counsel and any counsel to the Book-Runners.



     “Shelf Registration Statement” shall have the meaning set forth in Section 2.1(a).



     “Special Asset Protection Agreement” shall mean the Special Asset Protection Agreement, to be
dated as of the Closing Date, by and among the Investor, Parent, American Life Insurance Company
and the Company, as the same may be amended from time to time.



     “Stated Amount” shall have the meaning set forth in the Stock Purchase Contract Agreement.



     “Stock Purchase Agreement” shall have the meaning set forth in the Recitals hereto.



     “Stock Purchase Contract” shall have the meaning set forth in the Stock Purchase Contract
Agreement.



     “Stock Purchase Contract Agreement” shall mean the Stock Purchase Contract Agreement, to be
dated as of the Closing Date, by and between the Company and DBTCA, as Stock Purchase Contract
Agent, as the same may be amended from time to time.



     “Subject Securities” shall mean: (i) the Investor Common Stock; (ii) the Transferable
Preferred Stock; (iii) the Common Equity Units including their Component Securities; and (iv) the
Debt Securities; provided, that such securities shall cease to be Subject Securities when (i) they
are Transferred, in accordance with Section 2.8, other than in connection with a Transfer to
Permitted Transferees in accordance with Section 2.8 and Section 2.9; or (ii) they have ceased to
be outstanding. If any of the Subject Securities are converted into or exchanged or substituted
for other securities issued by any other Person such other securities shall constitute Subject
Securities pursuant to Section 3.1.



     “Third Stock Purchase Date” shall have the meaning set forth in the Stock Purchase Contract
Agreement.



     “Threshold Appreciation Price” shall have the meaning set forth in the Stock Purchase Contract
Agreement.



     “Total BHC Ownership Level” means the percentage of the class of Common Stock or of any class
of Other Voting Securities (including any Common Stock or Other Voting Securities issuable upon
conversion, exercise or exchange of any securities convertible into, or exercisable or exchangeable
for, Common Stock or such Other Voting Securities), that Parent, the Investor or any of their
respective Affiliates that directly or indirectly Controls, or is Controlled by or under the direct
or indirect common Control with, the Investor or with the power, directly or indirectly, to direct
the management or policies of Parent, the Investor or any of their respective



7









 




Affiliates nor the officers and directors thereof, in the aggregate, directly or indirectly
own, Control or have the power to vote, calculated in a manner consistent with the BHC Act.




     “Transfer” shall have the meaning set forth in Section 2.8(a).



     “Transferable Preferred Stock” shall mean the Closing Preferred Stock in the event that the
approval of the stockholders of the Company required for the conversion of the Closing Preferred
Stock into the Converted Common Stock is not obtained prior to the first anniversary of the Closing
Date.



     “Transferred Subsidiaries” shall have the meaning set forth in the Stock Purchase Agreement.



     “Transition Services Agreement” shall mean the Transition Services Agreement, to be dated as
of the Closing Date, by and between Parent and the Company, as the same may be amended from time to
time.



     “Unit Common Stock” shall mean the Common Stock to be sold to the Investor upon the settlement
of the Stock Purchase Contracts forming part of the Common Equity Units, and shall include any
other securities to be sold to the Investor upon settlement of such Stock Purchase Contracts.



     “Valuation Agent” shall have the meaning set forth in the Stock Purchase Agreement.



     “Violation” shall have the meaning set forth in Section 2.7(a).



     “WKSI” shall mean a “well-known seasoned issuer” pursuant to Rule 405.



ARTICLE 2

Registration and Offering




     Section 2.1 Registration Demands.



     (a) Subject to this Section 2.1 and Section 2.8, if at any time the Company shall receive
a Registration Demand, the Company shall use its commercially reasonable efforts to promptly file a
Shelf Registration Statement providing for the resale pursuant to Rule 415 promulgated under the
Securities Act from time to time by the Investor of all of the Subject Securities requested by the
Investor to be registered thereby in one or more Offerings (including the Prospectus, amendments
and supplements to the shelf registration statement or Prospectus, including pre- and
post-effective amendments, all exhibits thereto and all material incorporated by reference or
deemed to be incorporated by reference, if any, in such shelf registration statement, the “Shelf
Registration Statement”). The plan of distribution in the Shelf Registration Statement shall be
approved by the Investor and the Company and shall permit only Offerings.



     (b) Subject to this Section 2.1 and Sections 2.2 and 2.8, if at any time the Company shall
receive a Registration Demand and the Company is not eligible to use a Shelf Registration Statement
at the time such Registration Demand is received by the Company, then the Company



8









 




shall effect, as promptly as reasonably practicable, the registration under the Securities Act
of all Subject Securities that the Investor requests to be registered pursuant to a Registration
Statement (including the Prospectus, amendments and supplements to such registration statement or
Prospectus, including pre- and post-effective amendments, all exhibits thereto and all material
incorporated by reference or deemed to be incorporated by reference, if any, in such registration
statement, a “Demand Registration Statement”) separate from the Shelf Registration Statement. In
connection with each such Demand Registration Statement, the Company shall cause there to occur
Agreed Cooperation. The Company shall use its commercially reasonable efforts to cause the Demand
Registration Statement to be declared effective by the Commission as promptly as practicable
following such filing (and concurrently with such filing if the Company is a WKSI). The plan of
distribution in the Demand Registration Statement shall be approved by the Investor and the Company
and shall permit only Offerings.




     (c) The Company shall not be required to effect or maintain the effectiveness of a
registration pursuant to a Registration Demand or otherwise: (i) until on or after the date that
is 270 days after the Closing Date; (ii) more than once in any 120-day period or more than three
times in any 365-day period; (iii) at any time that a Shelf Registration Statement for the benefit
of the Investor is then effective to cover all of the Subject Securities held by the Investor; (iv)
at any time following the later of (y) the first anniversary of the Third Stock Purchase Date and
(z) the fifth anniversary of the Closing Date; and (v) during any of the periods specified in
Section 2.5. No Subject Securities may be registered, offered, sold or otherwise transferred
under, and the Company shall not be required to maintain the effectiveness of, more than one
registration statement at any one time. A Piggyback Registration pursuant to Section 2.12 shall
not be considered a Registration Demand for purposes of this Section 2.1(c).



     Section 2.2 Offerings.



     (a) Subject to this Section 2.2 and Section 2.8, the Investor may make an Offering
pursuant to a Registration Statement; provided, however, that no Offering shall be made unless the
reasonably anticipated aggregate gross proceeds of such Offering are at least $500 million. To
make an Offering the Investor shall deliver an Offering Notice to the Company at least five
Business Days prior to the launch of a proposed Offering.



     (b) In connection with any Offering: (i) unless the Company and the Investor otherwise
agree in writing, the Company and the Investor shall each have the right to appoint two of four
active Book-Runners; provided that each Book-Runner appointed pursuant hereto shall have equally
shared responsibilities and economics, including for investor meetings and allocating the order
book with all other Book-Runners; and (ii) if requested by the Company or the Investor, the
Investor and the Company shall cause all of the Book-Runners to provide a Book-Runners’ Notice to
the Company and the Investor at least two Business Days prior to the launch of such proposed
Offering. In the event that the Book-Runners’ Notice states that an Initial Amount or maximum
realizable amount, as the case may be, is anticipated to be less than $500 million, the Company
may, at its option, terminate or suspend the Offering.



     (c) After the date that is 270 days after the Closing Date, and subject to the limitations
set forth in Section 2.5, the Investor shall be permitted to request up to three



9









 




Offerings in each 365-day period commencing on the date that is 270 days after the Closing
Date or any anniversary of the date that is 270 days after the Closing Date; provided that:





	 	(i)	 	the Investor shall have provided the Company with the
Offering Notice described in Section 2.2(a);






	 	(ii)	 	in the case of each subsequent Offering following the
initial Offering, the launch date for such subsequent Offering shall be at
least 120 days after the launch date of the preceding Offering;






	 	(iii)	 	without the Company’s prior written consent, the Investor
shall not offer or sell in any Offering (including, if applicable, pursuant to
the exercise of an Over-Allotment Option), any Subject Securities that, without
giving effect to the Offering, would represent more than 15% of the outstanding
Common Stock of the Company at the time of such Offering. In determining
whether the amount of Subject Securities proposed to be included in such
Offering would exceed such limitation, for this purpose only, the amount of
Subject Securities which (y) constitute Transferable Preferred Stock shall be
calculated on the basis that each share of Transferable Preferred Stock is the
equivalent of the number of shares of Common Stock into which such share of
Transferable Preferred Stock would be convertible if the approval of the
stockholders of the Company required for such conversion had been obtained, and
(z) constitute Common Equity Units shall be calculated by dividing the
aggregate Stated Amount of the Common Equity Units that the Investor proposes
to include in the Offering by the Threshold Appreciation Price;






	 	(iv)	 	without the Company’s prior written consent, the Investor
shall not offer or sell in any Offering, including pursuant to the exercise of
the Over-Allotment Option, Subject Securities if the aggregate gross proceeds
thereof would exceed $4 billion;






	 	(v)	 	without the Company’s prior written consent, the Investor
shall not offer or sell in any Offering, including pursuant to the exercise of
the Over-Allotment Option, or otherwise Transfer in accordance with Section
2.8, in any 180-day period, Subject Securities if the aggregate gross proceeds
thereof would exceed $6.6 billion; and






	 	(vi)	 	the Investor shall not include any of the Stock Purchase
Contracts in an Offering, other than as a constituent part of the related
Common Equity Units.





     (d) In the event that the Investor is proposing an Offering in order to sell all of its
remaining Subject Securities (assuming the exercise in full of the Over-Allotment Option), the $500
million minimum Offering limit set forth in Section 2.2(a) shall not apply.



     (e) Subject also to the other limitations and conditions in Section 2.8, following an
Offering of:



10









 






	 	(i)	 	Investor Common Stock or Transferable Preferred Stock, the
Investor and the Permitted Transferees shall not Transfer any Investor Common
Stock, Transferable Preferred Stock or Common Equity Units;






	 	(ii)	 	Common Equity Units, the Investor and the Permitted
Transferees shall not Transfer any Investor Common Stock, Transferable
Preferred Stock, Common Equity Units or Debt Securities; and






	 	(iii)	 	Debt Securities, the Investor and the Permitted
Transferees shall not Transfer any Debt Securities;




in each case, in the 60 days following the settlement date of each such Offering, except for
Transfers to Permitted Transferees and the Company.




     (f) Notwithstanding anything in this Agreement to the contrary, no Offering shall be on a
continuous basis.



     Section 2.3 Expenses. Except as specifically provided in this Section 2.3, all
Registration Expenses incurred in connection with any registration, qualification or compliance
with law with respect to a Registration Statement or an Offering hereunder shall be borne by the
Company. All Selling Expenses incurred in connection with any registrations or Offerings hereunder
shall be borne by the Investor. The Company shall not, however, be required to pay for the
expenses of any registration proceeding pursuant to Section 2.1 or any Offering pursuant to Section
2.2 if the related Registration Demand or Offering Notice has been withdrawn by the Investor unless
(i) the withdrawal is based upon any information concerning the Company that the Company (A) in its
reasonable judgment has determined is material and adverse and (B) had not publicly revealed at
least 48 hours prior to the related Registration Demand or Offering Notice or that the Company had
not otherwise notified the Investor of at the time of such related Registration Demand or Offering
Notice or (ii) the Investor agrees to forfeit its right to one Registration Demand pursuant to
Section 2.1 or one Offering pursuant to Section 2.2, as applicable. If the Company is required to
pay the Registration Expenses of a withdrawn Registration Demand or Offering pursuant to clause (i)
of this Section 2.3, then the Investor shall not forfeit its rights pursuant to Section 2.1 or
Section 2.2, as applicable.



     Section 2.4 Obligations of the Company. Whenever required by this Agreement to effect a
Registration Demand or assist with an Offering, the Company shall, as applicable, use its
commercially reasonable efforts to effect the registration and the sale of the Subject Securities
in accordance with the intended methods of disposition thereof, and pursuant thereto the Company
shall as promptly as reasonably practicable:



     (a) (i) Prepare and file with the Commission a Registration Statement with respect to such
Subject Securities being registered and use commercially reasonable efforts to cause such
Registration Statement to become effective upon filing, but, in any event not later than 30 days
after receipt of such Registration Demand, or (ii) prepare and file with the Commission a
prospectus supplement with respect to such Subject Securities pursuant to an effective Registration
Statement and keep such Registration Statement effective until at least the earliest of: (w) the
settlement of the Offering; (x) the receipt of a new Registration Demand from the Investor if
permitted under Section 2.1; (y) the disposition of all Subject Securities registered



11









 




thereunder; or (z) following the later of (A) the first anniversary of the Third Stock
Purchase Date and (B) the fifth anniversary of the Closing Date; and before filing a Registration
Statement or Prospectus or any amendments or supplements thereto (including any prospectus
supplement for a shelf takedown), furnish to the Investor and the Book-Runners a reasonable number
of copies of all such documents proposed to be filed, not including documents incorporated by
reference in the Prospectus and the exhibits incorporated by reference, and the Investor and the
Book-Runners shall have the opportunity to review and comment thereon, and the Company will make
such changes and additions thereto as reasonably requested by the Investor or the Book-Runners
prior to filing any Registration Statement or amendment thereto or any Prospectus or any supplement
thereto.




     (b) Prepare and file with the Commission such amendments and supplements to the applicable
Registration Statement and the prospectus or prospectus supplement used in connection with such
Registration Statement as may be necessary to comply with the provisions of the Securities Act with
respect to the disposition of all Subject Securities covered by such Registration Statement or
offered or sold in such Offering, as applicable, for the relevant period set forth in Section
2.4(a) and, in the case of the Shelf Registration Statement, prepare such prospectus supplements
containing such disclosures as may be necessary or advisable in connection with the applicable
Offering, which disclosures shall include any disclosures with respect to the Investor or the plan
of distribution as may be reasonably requested by the Investor or the Book-Runners in connection
with such Offering.



     (c) Furnish to the Investor such number of copies of the applicable Registration Statement
and each such amendment and supplement thereto (including in each case all exhibits) and of the
applicable Prospectus, including a preliminary prospectus, in conformity with the requirements of
the Securities Act, and such other documents as the Investor and the Book-Runners may reasonably
request in order to facilitate the disposition of Subject Securities in an Offering.



     (d) Use its commercially reasonable efforts to register and qualify the Subject Securities
covered by such Registration Statement under such other securities or blue sky laws of such
jurisdictions as shall be reasonably requested by the Investor or the Book-Runners, to keep such
registration or qualification in effect for the relevant period set forth in Section 2.4(a), and to
take any other action which may be reasonably necessary or advisable to enable the Investor or the
Book-Runners to consummate the disposition in such jurisdictions of the Subject Securities;
provided, however, that the Company shall not be required in connection therewith or as a condition
thereto to qualify generally to do business in any jurisdiction where it would not otherwise be
required to qualify but for this subparagraph (d) or to file a general consent to service of
process in any such states or jurisdictions.



     (e) Enter customary agreements (including an underwriting agreement in customary form with
the Book-Runners of any Offering) and take such other actions (including participating in and
making documents available for the due diligence review of the Book-Runners) as are reasonably
required in order to facilitate the disposition of such Subject Securities. The Investor
participating in an Offering or a primary underwritten offering of Common Stock by the Company in
accordance with Section 2.12, as applicable, shall also enter into and perform its obligations
under such underwriting agreement; provided, that the Investor



12









 




shall in no event be obligated to provide any representations or warranties under such
underwriting agreement, except with respect to information relating to the Investor or the plan of
distribution included in or omitted from the Prospectus for such Offering in reliance upon and in
conformity with written information furnished to the Company by the Investor expressly for use
therein and other representations and warranties as would be customarily requested of a selling
stockholder.




     (f) Make available for inspection as reasonably requested by the Investor or any
Book-Runner, and any attorney, accountant or other agent retained by the Investor or any
Book-Runner, all financial and other records, pertinent corporate documents and properties of the
Company, and cause the Company’s officers, employees and independent accountants to supply all
information reasonably requested by the Investor, any Book-Runner, attorney, accountant or agent in
connection with such Registration Statement.



     (g) Use its commercially reasonable efforts to cause all such Subject Securities to be
listed on each securities exchange on which the Common Stock is then listed so long as the Common
Stock is listed on the New York Stock Exchange or the Nasdaq Stock Market; provided, that the
Component Securities shall not be listed.



     (h) Make generally available to its securityholders earnings statements satisfying the
provisions of Section 11(a) of the Securities Act, prior to the expiration of the applicable
periods specified in Form 10-K and Form 10-Q, as applicable, for filing of such forms pursuant to
Regulation 13A of the Exchange Act, commencing on the date of filing of any Prospectus relating to
the sale of Subject Securities, which statements shall cover a 12-month period.



     (i) Use its commercially reasonable efforts to furnish, on the date that such Subject
Securities are delivered to the Book-Runners for sale, (i) an opinion, dated as of such date, of
legal counsel representing the Company for the purposes of such registration, in form and substance
as is customarily given by legal counsel to underwriters in an underwritten public offering,
addressed to the Book-Runners, and (ii) a letter dated as of such date, from the independent
registered public accountants of the Company, in form and substance as is customarily given by
independent registered public accountants to underwriters in an underwritten public offering,
addressed to the Book-Runners.



     (j) Give written notice to the Investor:




	 	(i)	 	when any Registration Statement, the Prospectus or any
prospectus supplement, or any amendment thereto has been filed with the
Commission and when such Registration Statement or any post-effective amendment
thereto has become effective;






	 	(ii)	 	of any request by the Commission for amendments or
supplements to any Registration Statement or the Prospectus included therein or
for additional information;






	 	(iii)	 	of the issuance by the Commission of any stop order
suspending the effectiveness of any Registration Statement or the initiation of
any proceedings for that purpose;




13









 












	 	(iv)	 	of the receipt by the Company or its legal counsel of any
notification with respect to the suspension of the qualification of any of the
Subject Securities for sale in any jurisdiction or the initiation or
threatening of any proceeding for such purpose; and






	 	(v)	 	the happening of any event that requires the Company to
make changes in any effective Registration Statement or the Prospectus related
to the Registration Statement to make changes necessary to make the statements
in such Registration Statement not misleading or the statements in such
Prospectus not misleading in light of the circumstances in which they were made
(which notice shall be accompanied by an instruction to suspend the use of the
Prospectus until the requisite changes have been made).





     (k) Use its commercially reasonable efforts to prevent the issuance or obtain the
withdrawal of any order suspending the effectiveness of any Shelf Registration Statement referred
to in Section 2.4(j)(iii) at the earliest practicable time.



     (l) Upon the occurrence of any event contemplated by Section 2.4(j)(v) and following any
of the periods set forth in Section 2.5, if the option to suspend an Offering of Subject Securities
is exercised by the Company in accordance with Section 2.5, promptly after the termination of such
suspension prepare a post-effective amendment to such Registration Statement or a supplement to the
related Prospectus or file any other required document so that, as thereafter delivered to the
Investor, the Prospectus will not contain an untrue statement of a material fact or omit to state
any material fact necessary to make the statements therein, in light of the circumstances under
which they were made, not misleading. If the Company notifies the Investor in accordance with
Section 2.4(j)(v) to suspend the use of the Prospectus until the requisite changes to the
Prospectus have been made by the Company by exercising its option to suspend the Offering of
Subject Securities in accordance with Section 2.5, then the Investor shall suspend use of such
Prospectus and use its commercially reasonable efforts to return to the Company all copies of such
Prospectus (at the Company’s expense) other than permanent file copies then in the Investor’s
possession.



     (m) Use its commercially reasonable efforts to procure the cooperation of the Company’s
transfer agent in settling any Transfer of Subject Securities, including with respect to the
transfer of any physical stock certificates representing the Common Stock into book-entry form in
accordance with any procedures reasonably requested by the Investor or the Book-Runners.



     (n) The Company shall make available to the Investor (i) promptly after the same is
prepared and publicly distributed, filed with the Commission, or received by the Company, one copy
of each Registration Statement and any amendment thereto, each preliminary prospectus and
Prospectus and each amendment or supplement thereto, and, in the case of a Demand Registration
Statement (or a Shelf Registration Statement filed with the Commission when the Company is not a
WKSI), each item of correspondence from the Commission or the staff of the Commission (or other
governmental agency or self-regulatory body or other body having jurisdiction, including any
domestic or foreign securities exchange) and each item of correspondence written by or on behalf of
the Company to the Commission or the staff of the



14









 




Commission (or other governmental agency or self-regulatory body or other body having
jurisdiction, including any domestic or foreign securities exchange), in each case relating to such
Registration Statement, other than, in each case, any item of correspondence relating to any
reports delivered or required to be delivered under the Exchange Act whether or not in connection
with such Registration Statement, and (ii) such number of copies of a Prospectus, including a
preliminary prospectus, and all amendments and supplements thereto and such other documents as the
Investor or any Book-Runner may reasonably request in order to facilitate the disposition of such
Subject Securities. The Company will promptly notify the Investor of the effectiveness of each
Registration Statement or any post-effective amendment. The Company will promptly respond to any
and all comments received from the Commission, with a view towards causing each Registration
Statement (other than a Shelf Registration Statement that is automatically effective upon filing
due to the Company’s status as a WKSI) or any amendment thereto to be declared effective by the
Commission as soon as practicable and shall file an acceleration request as soon as practicable
following the resolution or clearance of all Commission comments or, if applicable, following
notification by the Commission that any such Registration Statement or any amendment thereto will
not be subject to review.




     (o) Cause there to be Agreed Cooperation.



     Section 2.5 Deferrals of Registration Demands and Suspension of Offerings and Sales.



     (a) In the event that the Company determines in good faith that any one or more of the
following circumstances exist, the Company may, at its option, (y) defer any registration of
Subject Securities in response to a Registration Demand or (z) require the Investor to suspend any
Offerings of Subject Securities pursuant to a Registration Statement in each case for the periods
specified in Section 2.5(b):




	 	(i)	 	the Company is subject to any of its customary suspension
or blackout periods;






	 	(ii)	 	an Offering would occur during the period commencing 15
days prior to any scheduled investor day presentation of the Company and ending
two days after the furnishing to the Commission of the Form 8-K reporting the
substance of such investor day presentation;






	 	(iii)	 	the Company believes that an Offering would require the
Company, under applicable securities laws and other laws, to make disclosures
of material non-public information that would not otherwise be required to be
disclosed at that time and the Company believes in good faith that such
disclosures at that time would not be in the Company’s best interests;
provided, that this exception shall continue to apply only during the time that
such material non-public information has not been disclosed and remains
material; and






	 	(iv)	 	the Company is pursuing a primary underwritten offering of
Common Stock pursuant to a registration statement; provided, however, that the
Investor shall have Piggyback Registration rights with respect to such primary
underwritten




15









 






	 	 	 	offering in accordance with and subject to the restrictions set forth in Section
2.12.





     (b) The Company has the right to (y) defer such registration of Subject Securities in
response to a Registration Demand or (z) require the Investor to suspend such Offering of Subject
Securities:




	 	(i)	 	in the case of Section 2.5(a)(i), for all or any part of
its current customary suspension or blackout period, which commences 15 days
prior to the end of each calendar quarter and terminates at the end of the
second Business Day after the public release of the Company’s earning
information for such calendar quarter, it being understood and acknowledged
that the Company may from time to time and at any time change the duration of
any such customary suspension or blackout period;






	 	(ii)	 	in the case of Section 2.5(a)(ii), for the period specified
therein; and






	 	(iii)	 	in the case of Sections 2.5(a)(iii) and (a)(iv), in each
case for not more than 60 days in the aggregate in any 180-day period.





     (c) Notwithstanding the foregoing or the other prohibitions in this Section 2.5 or the
prohibitions in Section 2.13, the Company shall not be permitted to (y) defer such registration of
Subject Securities in response to a Registration Demand and (z) require the Investor to suspend
such Offering of Subject Securities if the duration of all such deferrals or such suspensions
pursuant to (A) Section 2.5(a), (b) and (d), or (B) Section 2.13 would for any individual reason
exceed 60 consecutive days or if the duration of all such deferrals or such suspensions pursuant to
Section 2.5 and 2.13 would in the aggregate exceed 195 days in any 365-day period.



     (d) In addition to the rights specified in Section 2.5(a) and (b), the Company shall have
the right, exercisable at its option, once in any 365-day period, to (y) defer any registration of
Subject Securities, including the exercise of Piggyback Registration rights in accordance with and
subject to the restrictions set forth in Section 2.12, in response to a Registration Demand, or (z)
require the Investor to suspend such Offering of Subject Securities for a period of not more than
60 days from the date of receipt of notice of such deferral or suspension, if the Company elects at
such time to offer Common Stock or Common Stock equivalents in order to:




	 	(i)	 	fund a merger, third party tender offer or exchange offer
or other business combination, acquisition of assets or similar transaction; or






	 	(ii)	 	meet rating agency and other capital funding requirements.





     If the Company defers such registration of Subject Securities in response to a Registration
Demand or requires the Investor to suspend such Offering of Subject Securities, the Investor shall
be entitled to withdraw such Registration Demand or such Offering Notice, as the case may be, and
if it does so, such request shall not be treated for any purpose as an exercise of a Registration
Demand or the delivery of an Offering Notice pursuant to Section 2.1 and Section 2.2, as
applicable.



16









 





     (e) For the avoidance of doubt, the prohibitions set forth in this Section 2.5 shall not
apply to any sales of Subject Securities made by the Investor pursuant to Rule 144 to the extent
permitted under Section 2.8(d)(iii).



     Section 2.6 Delay of Registration; Furnishing Information.



     (a) Notwithstanding the provisions of Section 3.2, the Investor shall not have any right
to obtain or seek an injunction restraining or otherwise delaying any registration, other than
either a Demand Registration Statement or a Shelf Registration Statement, as the result of any
controversy that might arise with respect to the interpretation or implementation of this Article
II.



     (b) The Investor shall not use, and shall not permit the underwriters of any Offering to
use, any free writing prospectus (as defined in Rule 405 under the Securities Act) in connection
with the sale of Subject Securities without the prior written consent of the Company.



     (c) It shall be a condition precedent to the obligations of the Company to take any action
pursuant to Section 2.1 that the Investor shall furnish to the Company such information regarding
itself, the Subject Securities or other securities issued by the Company held by it and the
intended method of disposition of such securities as shall be required to effect the registration
of the Subject Securities.



     Section 2.7 Indemnification; Contribution.



     (a) The Company shall indemnify, to the fullest extent permitted by law, the Investor and
its officers, directors, employees and Affiliates and each Person who controls the Investor (within
the meaning of the Securities Act) against all losses, claims, damages, liabilities (joint or
several) and expenses to which they may become subject under the Securities Act or the Exchange Act
or other federal or state securities laws, insofar as such losses, claims, damages, or liabilities
(or actions in respect thereof) arise out of or are based upon a Violation (as defined below)
except insofar as the same are made in reliance and in conformity with information relating to the
Investor furnished in writing to the Company by the Investor expressly for use therein. In
connection with an Offering, the Company shall indemnify the Book-Runners, their officers,
employees and directors and each Person who controls the Book-Runners (within the meaning of the
Securities Act) to the same extent as provided above with respect to the indemnification of the
Investor. For purposes of this Section 2.7, a “Violation” shall mean: (i) any untrue statement or
alleged untrue statement of a material fact contained in any Registration Statement, including any
Prospectus or preliminary prospectus contained therein or any amendments or supplements thereto, or
any “issuer free writing prospectus” as such term is defined under Rule 433 under the Securities
Act or (ii) the omission or alleged omission to state therein a material fact required to be stated
therein, or allegedly necessary to make the statements therein not misleading.



     (b) In connection with any Registration Statement in which the Investor is participating,
the Investor shall furnish to the Company in writing such information relating to the Investor as
the Company reasonably requests relating to (i) the legal name of the Investor; (ii) the address of
the Investor; (iii) the Beneficial Ownership of the Subject Securities of the



17









 




Investor included in such Registration Statement and any Common Stock or any class of Other
Voting Securities (including any Common Stock or Other Voting Securities issuable upon conversion,
exercise or exchange of any securities convertible into, or exercisable or exchangeable for, Common
Stock or Other Voting Securities) held by the Investor; and (iv) the plan of distribution (to
extent that information relating to the plan of distribution would customarily be provided by a
selling securityholder of the types of Subject Securities included in such Registration Statement),
in each case for use in connection with any such Registration Statement or prospectus, and shall
indemnify, to the fullest extent permitted by law, the Company and its officers, directors,
employees and Affiliates and each Person who Controls the Company (within the meaning of the
Securities Act) against all losses, claims, damages, liabilities (joint or several) and expenses to
which they may become subject under the Securities Act or the Exchange Act or other federal or
state securities laws, insofar as such losses, claims, damages, or liabilities (or actions in
respect thereof) arise out of or are based upon a Violation insofar as such Violation is made in
reliance and in conformity with information relating to the Investor furnished in writing to the
Company by the Investor expressly for use therein.




     (c) Any Person entitled to indemnification hereunder shall (i) give prompt written notice
to the indemnifying party of any claim with respect to which it seeks indemnification and (ii)
unless in such indemnified party’s reasonable judgment a conflict of interest between such
indemnified and indemnifying parties may exist with respect to such claim, permit such indemnifying
party to assume the defense of such claim with counsel reasonably satisfactory to the indemnified
party. If such defense is assumed, the indemnifying party shall not be subject to any liability
for any settlement made by the indemnified party without its consent (but such consent shall not be
unreasonably withheld). An indemnifying party who is not entitled to, or elects not to, assume the
defense of a claim shall not be obligated to pay the fees and expenses of more than one counsel (in
addition to any local counsel) for all parties indemnified by such indemnifying party with respect
to such claim, unless in the reasonable judgment of any indemnified party there may be one or more
legal or equitable defenses available to such indemnified party that are in addition to or may
conflict with those available to another indemnified party with respect to such claim. Failure to
give prompt written notice shall not release the indemnifying party from its obligations hereunder.



     (d) The indemnity and contribution agreements contained in this Section 2.7 shall, to the
fullest extent permitted by law, remain operative and in full force and effect regardless of (i)
any termination of this Agreement or any underwriting agreement, (ii) any investigation made by or
on behalf of the Investor and its officers, directors, employees and Affiliates and each Person who
controls the Investor (within the meaning of the Securities Act), (iii) any investigation made by
or on behalf of the Company and its officers, directors, employees and Affiliates and each Person
who controls the Company (within the meaning of the Securities Act) and (iv) the consummation of
the Transfer of the Subject Securities.



     (e) If the indemnification provided for in or pursuant to this Section 2.7 is due in
accordance with the terms hereof, but is held by a court to be unavailable or unenforceable in
respect of any losses, claims, damages, liabilities or expenses referred to herein, then each
applicable indemnifying party, in lieu of indemnifying such indemnified party, shall contribute to
the amount paid or payable by such indemnified party as a result of such losses, claims, damages,
liabilities or expenses in such proportion as is appropriate to reflect the relative fault of



18









 




the indemnifying party on the one hand and of the indemnified party on the other in connection
with the Violation or Violations that resulted in such losses, claims, damages, liabilities or
expenses as well as any other relevant equitable considerations. The relative fault of the
indemnifying party on the one hand and of the indemnified party on the other shall be determined by
reference to, among other things, whether the Violation relates to information supplied by the
indemnifying party or by the indemnified party, and by such party’s relative intent, knowledge,
access to information and opportunity to correct or prevent such Violation. No Person guilty of
fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be
entitled to contribution from any Person that was not guilty of such fraudulent misrepresentation.
In no event shall the liability of the Investor be greater in amount than the amount of net
proceeds received by the Investor in such sale. The parties hereto agree that it would not be just
and equitable if contribution pursuant to this Section 2.7(e) were determined by pro rata
allocation or by any other method of allocation that does not account for the equitable
considerations referred to in this Section 2.7(e).




     Section 2.8 Lock-Ups and Transfer Restrictions.



     (a) Without the Company’s prior written consent, the Investor shall not (x) directly or
indirectly transfer, sell, assign, pledge, convey, lend, hypothecate or otherwise encumber (except
with respect to Permitted Pledges) or dispose of any Investor Common Stock, Closing Preferred
Stock, Transferable Preferred Stock, Common Equity Units or Stock Purchase Contracts, (y) directly
or indirectly enter into any forward sale, hedging or similar transaction involving any Investor
Common Stock, Closing Preferred Stock, Transferable Preferred Stock, Common Equity Units or Stock
Purchase Contracts (including any transaction by which any of the Investor’s economic risks and/or
rewards or ownership of, or voting rights with respect to, any of the Investor Common Stock,
Closing Preferred Stock, Transferable Preferred Stock, Common Equity Units or Stock Purchase
Contracts are transferred or affected), or (z) permit any custodian to lend, hypothecate or
otherwise encumber (each transaction referred to in clauses (x), (y) and (z) is called a
“Transfer”) any of the Investor Common Stock, Closing Preferred Stock, Transferable Preferred
Stock, Common Equity Units or Stock Purchase Contracts, except (i) for Transfers of Investor Common
Stock, Closing Preferred Stock, Transferable Preferred Stock and Common Equity Units described in
clauses (x) and (z) to any Permitted Transferees (which Transfers are made in accordance with the
conditions set forth in Section 2.8(f)) or to the Company, and (ii) as otherwise explicitly
permitted in, and subject to the other provisions of, this Section 2.8.



     (b) From and after 270 days after the Closing Date, the Investor may Transfer Investor
Common Stock, Transferable Preferred Stock and Common Equity Units representing in the aggregate up
to 50% of the aggregate number of “Investor Common Stock Equivalents,” in accordance with Section
2.8(d); provided, however, that in no event shall the Investor Transfer any of the Stock Purchase
Contracts other than in a Transfer of the related Common Equity Units; and provided, further, that
during the period that any Investor Common Stock or Common Equity Units are used as collateral to
be held in custody to secure the Investor Indemnification Obligations, then such Investor Common
Stock or Common Equity Units cannot be Transferred prior to their release from such custody or
other security arrangement in accordance with Section 11.05(c) of the Stock Purchase Agreement and
Section 4.2 of the Indemnification Control Agreement. For this purpose, (A) each share of Investor
Common Stock represents one



19









 




“Investor Common Stock Equivalent,” (B) each share of Transferable Preferred Stock represents
a number of “Investor Common Stock Equivalents” equal to the number of shares of Common Stock into
which such share of Transferable Preferred Stock would be convertible if the approval of the
stockholders of the Company required for such conversion had been obtained, and (C) each Common
Equity Unit represents a number of “Investor Common Stock Equivalents” equal to the initial
aggregate Stated Amount of a Common Equity Unit divided by the Threshold Appreciation Price.
Notwithstanding the foregoing, any Transfers of Subject Securities pursuant to Permitted Pledges
shall be permitted at any time subject to Section 2.9.




     (c) From and after the date 365 days after the Closing Date, the Investor may Transfer all
of the Subject Securities in accordance with Section 2.8(d); provided, however, that in no event
shall the Investor Transfer any of the Stock Purchase Contracts other than in a Transfer of the
related Common Equity Units; and provided, further, that during the period that any Investor Common
Stock, Transferable Preferred Stock or Common Equity Units are used as collateral to be held in
custody to secure the Investor Indemnification Obligations, then such Investor Common Stock,
Transferable Preferred Stock or Common Equity Units cannot be Transferred prior to their release
from such custody or other security arrangement in accordance with Section 11.05(c) of the Stock
Purchase Agreement and Section 4.2 of the Indemnification Control Agreement. Notwithstanding the
foregoing, Transfers of Subject Securities pursuant to Permitted Pledges shall be permitted at any
time subject to Section 2.9.



     (d) The Investor may make a Transfer of any of the Subject Securities in accordance with
Sections 2.8(b) and (c), as applicable:




	 	(i)	 	in connection with an Offering, subject to the limits,
conditions and restrictions in Sections 2.1 through 2.7;






	 	(ii)	 	by directly or indirectly entering into any forward sale,
hedging or similar transaction involving any Investor Common Stock,
Transferable Preferred Stock or Common Equity Units (including any transaction
by which any of the Investor’s economic risks and/or rewards or ownership of,
or voting rights with respect to, any of the Investor Common Stock, Closing
Preferred Stock, Transferable Preferred Stock or Common Equity Units are
transferred or affected); provided, that any Transfer made pursuant to this
Section 2.8(d)(ii) shall be treated as if such Transfer was an Offering subject
to the limits, conditions and restrictions on Offerings set forth in Sections
2.1 through 2.7; and provided, further, that any Transfer made pursuant to this
Section 2.8(d)(ii) and any Offering made pursuant to Section 2.8(d)(i) shall
not in the aggregate exceed any of the limits, conditions and restrictions set
forth in Sections 2.1 through 2.7; or






	 	(iii)	 	after the earlier of (A) the date that is 540 days after
the Closing Date and (B) the date on which the aggregate value of the remaining
Subject Securities is less than $1 billion (calculated, (x) in the case of
Investor Common Stock, by reference to the volume weighted average trading
price of the Common Stock on the New York Stock Exchange over the period of 20
trading days preceding the date of determination, (y) in the case of
Transferable Preferred




20









 






	 	 	 	Stock, by reference to the volume weighted average trading price of the
Transferable Preferred Stock on the New York Stock Exchange, or other applicable
exchange, over the period of 20 trading days preceding the date of
determination, and (z) in the case of Common Equity Units, by reference to their
aggregate Stated Amount), in compliance with the volume and manner of sale
requirements of Rule 144(e) and (f) (regardless of whether such requirements are
applicable by law);




provided, that in the case of a Transfer described in clauses (i), (ii) or (iii) of this Section
2.8(d), unless otherwise approved by the Company, (y) no transferee shall acquire, in any
transaction or series of related transactions, Subject Securities that would represent 3.5% or more
of the outstanding Common Stock of the Company (in the case of (A) the Transferable Preferred
Stock, measured, without giving effect to the Transfer, using the number of shares of Common Stock
into which such shares of Transferable Preferred Stock would be convertible if the approval of the
stockholders of the Company required for such conversion had been obtained, and (B) the Common
Equity Units, measured, without giving effect to the Transfer, using the number of shares of Unit
Common Stock that would be transferred pursuant to the Stock Purchase Contracts forming part of
such Common Equity Units, which is calculated by dividing the aggregate Stated Amount of the Common
Equity Units which the Investor proposes to include in such Transfer by the Threshold Appreciation
Price), and (z) to the actual knowledge of the Investor, no transferee or Group of affiliated
transferees shall acquire Subject Securities that, together with any shares of Common Stock already
Beneficially Owned by such transferee or Group, would represent more than 5% of the outstanding
Common Stock of the Company (in the case of (A) the Transferable Preferred Stock, measured, without
giving effect to the Transfer, using the number of shares of Common Stock into which such shares of
Transferable Preferred Stock would be convertible if the approval of the stockholders of the
Company required for such conversion had been obtained (B) the Common Equity Units, measured,
without giving effect to the Transfer, using the number of shares of Unit Common Stock that would
be transferred pursuant to the Stock Purchase Contracts forming part of such Common Equity Units,
which is calculated by dividing the aggregate Stated Amount of the Common Equity Units which the
Investor proposes to include in such Transfer by the Threshold Appreciation Price); and provided,
however, that all such Transfers are in compliance with applicable laws and regulations; and
provided, further, that the Investor shall not Transfer any of the Stock Purchase Contracts other
than in a Transfer of the related Common Equity Units.




     (e) Notwithstanding the other subsections of this Section 2.8, without the Company’s prior
written consent, the Investor may not Transfer the Closing Preferred Stock prior to the first
anniversary of the Closing Date, other than in a Transfer to a Permitted Transferee or the Company.



     (f) Any Transfer, or any Transfer arising out of a Permitted Pledge, to a Permitted
Transferee shall be subject to the condition that such Permitted Transferee agrees in writing to be
bound by the terms of this Agreement as further set forth in Section 2.9.



     (g) The Investor shall use commercially reasonable efforts to Transfer all Subject
Securities held by the Investor and any Permitted Transferees to Persons who are not Affiliates



21









 




of the Investor or such Permitted Transferees prior to the later of (y) the fifth anniversary
of the Closing Date and (z) the first anniversary of the Third Stock Purchase Date.




     (h) For so long as the Investor or any of the Permitted Transferees directly or indirectly
owns any of the Subject Securities, Parent shall not permit the Transfer, directly or indirectly,
of any equity interest in the Investor if, as a result of such Transfer, the Investor would no
longer be an Affiliate of Parent subject to the control (as such term is defined in Rule 12b-2
promulgated under the Exchange Act) of Parent; provided, however, that a Transfer, directly or
indirectly, of any equity interest in the Investor which results in Parent no longer having control
(as such term is defined in Rule 12b-2 promulgated under the Exchange Act) of the Investor shall be
permitted solely on the condition that Parent guarantees all obligations of the Investor hereunder
and, for the avoidance of doubt, no such Transfer shall affect the obligations of the Investor
hereunder.



     Section 2.9 Assignment of Registration Rights. The rights of the Investor to registration
of all or any portion of Subject Securities pursuant to Article II of this Agreement may be
assigned by the Investor to a Permitted Transferee, to the extent of the Subject Securities
Transferred, in connection with a Transfer of not less than $500 million in Subject Securities in
accordance with Section 2.8(d)(ii) and (iii); provided, however, that (i) the Investor shall,
within ten days after such Transfer, furnish to the Company written notice specifying the details
of the Transfer to the Permitted Transferee and (ii) such Permitted Transferee acquires such
Subject Securities in a transaction in accordance with Section 2.8 and agrees, following such
Transfer, to be subject to all applicable restrictions and obligations set forth in the Subject
Securities so Transferred and this Agreement, in which case the applicable Permitted Transferee
shall be the beneficiary to all rights of the Investor and subject to all restrictions and
obligations applicable to the Investor pursuant to this Agreement, to the same extent as the
Investor as provided in Section 3.1; provided, further, that no assignment of registration or other
rights pursuant to this Section 2.9 shall be permitted if such assignment would in any manner
expand the obligations of the Company in the aggregate.



     Section 2.10 Standstill.



     (a) Parent and the Investor covenant to and agree with the Company that neither the Parent
nor the Investor nor any of their respective Affiliates, or any of the respective directors,
officers or employees of Parent, the Investor or such Affiliates shall, either directly or
indirectly or acting alone or as part of a Group:




	 	(i)	 	effect or seek, offer or propose (whether publicly or
otherwise) to effect or seek, cause or in any way assist any person to effect
or seek, or offer or propose (whether publicly or otherwise) to effect or seek,
or otherwise participate in any acquisition of Beneficial Ownership of any
Common Stock or Other Voting Securities or any securities convertible into, or
exercisable or exchangeable for, Common Stock or Other Voting Securities (other
than Transfers of the Subject Securities permitted hereunder);






	 	(ii)	 	participate in any acquisition of assets or business of the
Company;




22









 












	 	(iii)	 	conduct any tender offer or exchange offer involving
 shares of Common Stock or Other Voting Securities or any securities convertible
into, or exercisable or exchangeable for, shares of Common Stock or Other
Voting Securities;






	 	(iv)	 	propose to enter into a merger or business combination
transaction with the Company;






	 	(v)	 	otherwise act, alone or in concert with others, to seek to
control or influence the management, board of directors, stockholders, or
policies of the Company or its subsidiaries or Affiliates, or take any action
to prevent or challenge any transaction to which the Company or any of its
subsidiaries or Affiliates is a party (other than as may be done in connection
with any indebtedness);






	 	(vi)	 	make or join or become a participant in any “solicitation”
of “proxies” (as such terms are defined in Regulation 14A promulgated by the
Commission) or consents to vote any Common Stock or Other Voting Securities or
any of the common stock or Other Voting Securities of any of the Company’s
subsidiaries or Affiliates, or otherwise advise or influence any person with
respect to the voting of any securities of the Company or its subsidiaries or
Affiliates;






	 	(vii)	 	call or seek to call a meeting of stockholders of the
Company;






	 	(viii)	 	form, join, become a member or in any way participate in a Group with
respect to the securities (other than indebtedness) of the Company or any of
its subsidiaries or Affiliates;






	 	(ix)	 	seek a termination or suspension of this Section 2.10;






	 	(x)	 	take any action, or make or permit any of its and their
directors, officers, employees, agents, advisors and other representatives to
take any action on its or their behalf, that might require the Company or any
of its subsidiaries or Affiliates to publicly disclose any of the foregoing
actions; or






	 	(xi)	 	advise, assist, arrange or otherwise enter into any
discussions or arrangements with any third party with respect to any of the
foregoing prohibited conduct.





Parent, the Investor and their respective Affiliates shall immediately notify the Company in
writing if any of them or, to their knowledge, any of their respective directors, officers,
employees, agents, advisors or other representatives, is contacted by any Person in regard to any
of the actions described in clauses (i)-(xi) above. Such notice shall provide full disclosure to
the Company as to the nature and substance of such contact and the Persons involved. Neither
Parent, the Investor nor any of their respective subsidiaries, Affiliates, directors, officers,
employees, agents, advisors or other representatives shall directly or indirectly make, in each
case to the Company or a third party, any proposal, statement or inquiry, or disclose any
intention, plan or arrangement, whether written or oral, inconsistent with the provisions of this
Section 2.10, or publicly request the Company or any of its directors, officers, employees,



23









 










agents, advisors or other representatives, directly or indirectly, to amend, waive or terminate any
provision of this Section 2.10 (including this sentence).




     (b) The prohibition in Section 2.10(a)(i) shall not apply to ordinary course business
activities of Parent, the Investor or any of their respective Affiliates, including, without
limitation:




	 	(i)	 	proprietary and third party fund and asset management
activities;






	 	(ii)	 	brokerage and securities trading activities;






	 	(iii)	 	financial services and insurance activities;






	 	(iv)	 	acquisitions made as result of (A) a stock split, stock
dividend or other recapitalization or (B) in connection with securing or
collecting indebtedness previously contracted in good faith and not with the
intention of circumventing the prohibition in Section 2.10(a)(i); and






	 	(v)	 	acquisitions made in connection with a transaction in which
Parent, the Investor or any of their respective Affiliates acquires a
previously unaffiliated business entity that Beneficially Owns Common Stock or
Other Voting Securities, or any securities convertible into, or exercisable or
exchangeable for, Common Stock or Other Voting Securities, at the time of the
consummation of such acquisition, provided that in connection with any such
acquisition, Parent, the Investor or the applicable Affiliate, as the case may
be (A) either (y) causes such entity to divest the Common Stock or Other Voting
Securities, or any securities convertible into, or exercisable or exchangeable
for, Common Stock or Other Voting Securities, Beneficially Owned by the
acquired entity prior to the consummation of such acquisition or (z) divests
the Common Stock or Other Voting Securities, or any other securities
convertible into, or exercisable or exchangeable for, Common Stock or Other
Voting Securities, Beneficially Owned by Parent, the Investor or any of their
respective Affiliates, acting alone or as part of a Group, directly or
indirectly, in an amount so that Parent, the Investor and their respective
Affiliates, together with such acquired business entity, shall not, acting
alone or as part of a Group, directly or indirectly, Beneficially Own more than
23.5% of the Common Stock or any class of Other Voting Securities (including
any Common Stock or Other Voting Securities issuable upon conversion, exercise
or exchange of any securities convertible into, or exercisable or exchangeable
for, Common Stock or Other Voting Securities) following the consummation of
such acquisition, and (B) if any annual or special meeting of stockholders is
held prior to the disposition thereof, votes such shares of Common Stock or
Other Voting Securities on each matter presented at any annual or special
meeting of the stockholders or by written consent in the same proportion as the
 shares voted by all other holders of Common Stock or Other Voting Securities,
including the shares voted by the Policyholder Trust and the




24









 






	 	 	 	Benefit Plan Trusts (other than Parent, the Investor or any of their respective
Affiliates), voting on such matter;




provided that, in the case of each of (i) through (v) of this Section 2.10(b), (y) such ordinary
course business activities shall be made without the intent to influence the control of the Company
and (z) Parent, the Investor or any of their respective Affiliates shall not, acting alone or as
part of a Group, directly or indirectly, at any time Beneficially Own more than 23.5% of the Common
Stock or any class of Other Voting Securities (including any Common Stock or Other Voting
Securities issuable upon conversion, exercise or exchange of any securities convertible into, or
exercisable or exchangeable for, Common Stock or Other Voting Securities), and provided, further,
that Parent, the Investor or any of their Affiliates shall not use any Confidential Material in
connection with such ordinary course business activities; provided, however, that, for the
avoidance of doubt, Common Stock or Other Voting Securities held, directly or indirectly, in any
discretionary accounts by Parent or any of its Affiliates, that could be considered Beneficially
Owned, directly or indirectly, by Parent, the Investor or any of their respective Affiliates,
acting alone or as part of a Group, shall be so considered for the purposes of this Agreement, and
therefore subject to the prohibition on the Beneficial Ownership of more than 23.5% of the Common
Stock or Other Voting Securities (including any Common Stock or Other Voting Securities issuable
upon conversion, exercise or exchange of any securities convertible into, or exercisable or
exchangeable for, Common Stock or Other Voting Securities) set forth in Section 2.10(c) and the
option to repurchase set forth in Section 2.10(e).




     (c) Parent, the Investor or any of their respective Affiliates shall not, acting alone or
as part of a Group, directly or indirectly, at any time, Beneficially Own more than 23.5% of the
Common Stock or any class of Other Voting Securities (including any Common Stock or Other Voting
Securities issuable upon conversion, exercise or exchange of any securities convertible into, or
exercisable or exchangeable for, Common Stock or Other Voting Securities).



     (d) In the event that the Company plans to effect an accelerated share repurchase program
or similar program, the Investor shall have a right of first refusal to accept the Company’s
repurchase offer and to sell to the Company the full amount of Subject Securities that the Company
seeks to repurchase on the terms that the Company offers. If the Investor refuses the Company’s
offer or declines to accept such offer within five days from the date of receipt of written notice
of the Company’s intent to make such a share repurchase, the Company may effect the accelerated
share repurchases as originally proposed. The Company may also effect at any time a share
repurchase program of a type not described in the first sentence of this Section 2.10(d).



     (e) In the event that the Company plans to effect a share repurchase program for its
Common Stock or Other Voting Securities (including any Common Stock or Other Voting Securities
issuable upon conversion, exercise or exchange of any securities convertible into, or exercisable
or exchangeable for, Common Stock or Other Voting Securities) that could result in Parent, the
Investor or any of their respective Affiliates, acting alone or as part of a Group, directly or
indirectly, either (i) Beneficially Owning more than 23.5% of the outstanding Common Stock or such
class of Other Voting Securities (including any Common Stock or Other Voting Securities issuable
upon conversion, exercise or exchange of any securities convertible into, or exercisable or
exchangeable for, Common Stock or Other Voting Securities) or (ii)



25









 




having a Total BHC Ownership Level in excess of 23.5%, the Company agrees that it shall either
(A) not effect such share repurchase program or (B) repurchase from the Investor, Parent or any of
their respective Affiliates, and the Investor agrees that it shall sell, or cause to be sold to the
Company, an amount of the Subject Securities (of the same class as the securities to be repurchased
by the Company) held by Parent, the Investor or any of their respective Affiliates necessary, so
that during the course of and upon the completion of such share repurchase program, neither Parent,
the Investor nor any of their respective Affiliates, acting alone or as part of a Group, directly
or indirectly, either (A) Beneficially Own more than 23.5% of the Common Stock or such class of
Other Voting Securities (including any Common Stock or Other Voting Securities issuable upon
conversion, exercise or exchange of any securities convertible into, or exercisable or exchangeable
for, Common Stock or such Other Voting Securities) or (B) have a Total BHC Ownership Level in
excess of 23.5%. In the event that the Company elects, in accordance with the preceding sentence,
to repurchase its Common Stock or Other Voting Securities, the Company shall repurchase, and the
Investor shall sell, or cause to be sold, such Subject Securities at a price per Subject Security
calculated, (x) in the case of Investor Common Stock, by reference to the volume weighted average
trading price of the Common Stock on the New York Stock Exchange over the period of 20 trading days
preceding the date of determination, (y) in the case of Transferable Preferred Stock, by reference
to the volume weighted average trading price of the Transferable Preferred Stock on the New York
Stock Exchange, or other applicable exchange, over the period of 20 trading days preceding the date
of determination, and (z) in the case of Common Equity Units, at their fair market value as
determined by the Valuation Agent using the methodologies set forth in Section 11.05(e) of the
Seller Disclosure Letter).




     (f) At the Closing Date and thereafter, the Total BHC Ownership Level with respect to
Common Stock or with respect to any class of Other Voting Securities (including any Common Stock or
Other Voting Securities issuable upon conversion, exercise or exchange of any securities
convertible into, or exercisable or exchangeable for, Common Stock or Other Voting Securities)
shall not, at any time, be in excess of 23.5%; provided, that for the avoidance of doubt, Common
Stock or Other Voting Securities held, directly or indirectly, in any discretionary accounts by
Parent or any of its Affiliates, that could be considered part of the Total BHC Ownership Level
with respect to the applicable class of voting securities, shall be so considered for the purposes
of this Agreement.



     (g) The Investor, Parent or their respective Affiliates, acting alone or as part of a
Group, directly or indirectly, shall not take any action to effect any transfer of “control” (as
such term is defined in Rule 12b-2 promulgated under the Exchange Act) of the management and
policies of the Company or any of its Affiliates, nor does the Investor, Parent or the Company
intend any such transfer of “control” to occur as a result or in connection with any or all of the
transactions described in the Stock Purchase Agreement.



     (h) In the event that Parent, the Investor or any of their respective Affiliates, acting
alone or as part of a Group, directly or indirectly, at any time, Beneficially Own more than 22.5%
of the Common Stock or any class of Other Voting Securities (including any Common Stock or Other
Voting Securities issuable upon conversion, exercise or exchange of any securities convertible
into, or exercisable or exchangeable for, Common Stock or such Other Voting Securities), the
Investor shall provide written notice to the Company of the details of such



26









 




ownership within ten days following the date on which such Beneficial Ownership exceeds 22.5%
of the Common Stock or Other Voting Securities (including any Common Stock or Other Voting
Securities issuable upon conversion, exercise or exchange of or any securities convertible into, or
exercisable or exchangeable for, Common Stock or such Other Voting Securities).




     Section 2.11 Rule 144 Reporting. With a view to making available to the Investor the
benefits of certain rules and regulations of the Commission, including Rule 144, which may permit
the sale of the Subject Securities to the public without registration under the Securities Act, the
Company agrees to use its commercially reasonable efforts to:



     (a) make and keep public information available, as those terms are understood and defined
in Rule 144 or any similar or analogous rule promulgated under the Securities Act, at all times
after the effective date of this Agreement;



     (b) file with the Commission, in a timely manner, all reports and other documents required
of the Company under the Exchange Act; and



     (c) so long as the Investor owns any Subject Securities, furnish to the Investor forthwith
upon request: a written statement by the Company as to its compliance with the reporting
requirements of Rule 144 under the Securities Act, and of the Exchange Act; a copy of the most
recent annual or quarterly report of the Company; and such other reports and documents as the
Investor may reasonably request in availing itself of any rule or regulation of the Commission
allowing it to sell any such Subject Securities without registration.



     Section 2.12 Piggyback Registration Rights.



     (a) Whenever the Company proposes in an underwritten offering to publicly sell or register
for sale any of its common equity securities pursuant to a registration statement whether for its
own account or for the account of one or more stockholders of the Company, the Investor may
participate in such underwritten offering, except for (i) offerings in connection with
registrations of securities of the Company on Form S-4 or Form S-8 or any similar successor forms
thereto, or (ii) offerings in connection with employee benefit, dividend reinvestment or similar
plans (participation under such circumstances is referred to as a “Piggyback Registration”);
provided, that after any such offer and sale, the Investor maintains adequate security pursuant to
the indemnification provisions in the Stock Purchase Agreement as provided in Section 2.7 of this
Agreement.



     (b) If a Piggyback Registration is initiated in connection with a registration relating to
an underwritten offering on behalf of the Company, and the managing underwriter advises the Company
in writing that in its opinion the number of securities requested to be included in such
registration exceeds the number that can be sold in such offering without having an adverse effect
on such offering, including the price at which such securities can be sold, then the Company shall
include in such registration the maximum number of securities that such underwriter advises can be
so sold without having such effect, allocated (i) first, to the securities the Company proposes to
sell, (ii) second, to the Subject Securities requested to be included therein by the Investor, and
(iii) third, among other securities requested to be included in such



27









 




registration by other securityholders of the Company on such basis as such holders may agree
among themselves and the Company.




     (c) Subject to Sections 2.5(a)(iv) and 2.5(d), if a Piggyback Registration is initiated in
connection with a registration relating to an underwritten offering on behalf of a holder of the
Company’s securities (including the Investor, solely with respect to the Subject Securities) and
the managing underwriter advises the Company in writing that in its opinion the number of
securities requested to be included in such registration exceeds the number that can be sold in
such offering without having an adverse effect on such offering, including the price at which such
securities can be sold, then the Company shall include in such registration the maximum number of
securities that such underwriter advises can be so sold without having such effect, allocated (i)
first, to the securities requested to be included therein by the holder(s) requesting such
registration and (ii) second, to other securities (including Subject Securities) requested to be
included in such registration by other securityholders, the Company and the Investor.



     (d) The Company shall provide six Business Days notice to the Investor prior to the launch
of any such underwritten offering of common equity securities whether for its own account or for
the account of one or more stockholders of the Company, to allow the Investor to exercise its
Piggyback Registration rights under this Section 2.12; provided, that the Company may provide the
Investor with less than six Business Days notice solely in the event that the Company reasonably
determines in good faith, in light of the circumstances at that time, that it is reasonably
necessary to conduct an offering of equity securities within fewer than six Business Days (in which
case the Company shall give the Investor as much advance notice of such offering as possible). The
Investor shall confirm by way of a written notice to the Company that it intends to exercise such
Piggyback Registration rights, to be received by the Company no later than the second Business Day
prior to the launch of the Offering. In the event that the Company conducts such a primary
underwritten offering of common equity securities, and the Investor chooses not to exercise its
Piggyback Registration rights, the Investor shall not Transfer any Subject Securities except in
accordance with Section 2.13.



     Section 2.13 Market Stand-Off.



     (a) With respect to any underwritten offering of Common Stock by the Company, Parent and
the Investor shall not, if requested to stand-off by the Company, sell, make any short sale of,
loan, grant any option for the purchase of, or otherwise Transfer any Subject Securities owned by
Parent, the Investor or any of their respective Affiliates (other than (i) to a Permitted
Transferee or to the Company, or (ii) the Subject Securities included in such offering following
the exercise of the Investor’s Piggyback Registration rights set forth in Section 2.12) without the
prior written consent of the Company and the underwriter(s), during a period commencing on the date
of such stand-off request and ending 60 days following the settlement date of such offering.



     (b) The Company may impose stop-transfer instructions with respect to the Subject
Securities subject to the foregoing restriction until the end of the required stand-off period and
shall lift such stop-transfer restrictions immediately upon the end of such period.



     (c) The Company, if reasonably requested in writing by the Book-Runners for an Offering,
shall not make any public sale or other distribution of Common Stock or securities



28









 




convertible into or exercisable or exchangeable for Common Stock during the two Business Days
prior to and 60 days after the settlement date of such Offering by the Investor of the Subject
Securities, except for (i) offerings in connection with registrations of securities of the Company
on Form S-4 or Form S-8 or any similar successor forms thereto, or (ii) offerings in connection
with employee benefit, dividend reinvestment or similar plans.




     Section 2.14 Voting. The Investor shall, and Parent shall cause any Permitted Transferee
or other Affiliate of Parent holding Common Stock or Other Voting Securities to:



     (a) be present, in person or by proxy, at all meetings of stockholders of the Company so
that all Common Stock or Other Voting Securities directly or indirectly owned by the Investor and,
if applicable, any Permitted Transferee, may be counted for the purpose of determining the presence
of a quorum at such meetings; and



     (b) vote all of the Common Stock or Other Voting Securities directly or indirectly owned
by the Investor and, if applicable, any Permitted Transferee or other Affiliate, in the same
proportion as the shares of Common Stock or Other Voting Securities voted by all other holders of
Common Stock or Other Voting Securities (as the case may be), including the shares of Common Stock
or Other Voting Securities voted by the Policyholder Trust and the Benefit Plan Trusts, and shall
deliver to the Company a proxy authorizing management of the Company to so vote the Common Stock or
Other Voting Securities.


Notwithstanding the foregoing, the obligations set forth in this Section 2.14 shall not apply in
the case of Common Stock or Other Voting Securities that do not constitute Subject Securities
unless the failure of the obligations in Section 2.14(b) to apply shall cause the Investor, Parent
or any of their respective Affiliates to be found to control the Company for purposes of the BHC
Act. If the failure of the obligations in Section 2.14(b) to apply shall cause the Investor,
Parent or any of their respective Affiliates to be found to control the Company for purposes of the
BHC Act, then (notwithstanding the immediately preceding sentence) such obligations shall apply to
the extent necessary so that the Investor, Parent and their Affiliates shall not be found to
control the Company for purposes of the BHC Act.




     Section 2.15 Security Interest. If the Investor Transfers any of the Investor Common
Stock, Closing Preferred Stock, Transferable Preferred Stock, Common Equity Units, Stock Purchase
Contracts or Debt Securities that are subject to any custody or other security arrangement securing
the Investor Indemnification Obligations, the Investor shall take any and all actions necessary to
ensure that the Company has a valid first priority security interest in any proceeds resulting from
such transaction in accordance with the Indemnification Control Agreement.



ARTICLE 3

Miscellaneous




     Section 3.1 Successors and Assigns. Except as otherwise provided herein, the terms and
conditions of this Agreement shall inure to the benefit of and be binding upon the respective
successors and assigns of the parties (including Permitted Transferees of any of the Investor
Common Stock, Closing Preferred Stock, Transferable Preferred Stock, Common Equity Units, Stock
Purchase Contracts or Debt Securities). Nothing in this Agreement, express or implied, is



29









 




intended to confer upon any party other than the parties hereto or their respective successors
and assigns any rights, remedies, obligations, or liabilities under or by reason of this Agreement,
except as expressly provided in this Agreement. The term “Investor,” as used herein, shall include
the entity named as the Investor in the Preamble hereto and, if such entity shall have transferred
any Investor Common Stock, Closing Preferred Stock, Transferable Preferred Stock, Common Equity
Units, Stock Purchase Contracts or Debt Securities to a Permitted Transferee in accordance with
Section 2.8, shall include such Permitted Transferee. If any of the Subject Securities is
converted into or exchanged or substituted for other securities issued by any other Person, as a
condition to the effectiveness of the merger, consolidation, reclassification, share exchange of
other transaction pursuant to which such conversion, exchange, substitution or other transaction
takes place, such other Person shall become bound hereby with respect to such other securities
which shall constitute Subject Securities, and, if requested by the Investor or a Permitted
Transferee shall further evidence such obligation by executing and delivering to the Investor, such
Permitted Transferee and the Company a written agreement to such effect in form and substance
reasonably satisfactory to the Investor and the Company.




     Section 3.2 Specific Performance. The Company, Parent and the Investor each acknowledges
and agrees that the parties’ respective remedies at law for a breach or threatened breach of any of
the provisions of this Agreement would be inadequate and, in recognition of that fact, agrees that,
in the event a breach or threatened breach by the Company, Parent or the Investor of the provisions
of this Agreement, in addition to any remedies at law, Parent, the Investor and the Company,
respectively, without posting any bond shall be entitled to obtain a temporary restraining order, a
temporary or permanent injunction or any other equitable remedy which may then be available.



     Section 3.3 Applicable Law and Submission to Jurisdiction.



     (a) This Agreement will be governed by and construed in accordance with the laws of the
State of New York applicable to contracts made and to be performed within the State of New York.



     (b) Each of Parent, the Company and the Investor irrevocably submits to the nonexclusive
jurisdiction of any New York State or U.S. federal court sitting in the County of New York, New
York over any suit, action or proceeding arising out of or relating to this Agreement or the
transactions contemplated thereby. Each of Parent, the Company and the Investor irrevocably
waives, to the fullest extent permitted by law, any objection which it may now or hereafter have to
the laying of venue of any such suit, action or proceeding brought in such a court and any claim
that any such suit, action or proceeding brought in such a court has been brought in an
inconvenient forum. EACH PARTY ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY WHICH MAY ARISE UNDER
THIS AGREEMENT IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES, AND THEREFORE EACH SUCH PARTY
HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT SUCH PARTY MAY HAVE TO A TRIAL BY JURY IN
RESPECT OF ANY LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT, OR
THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT. EACH PARTY CERTIFIES AND ACKNOWLEDGES THAT (I) NO
REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR



30









 




OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE
FOREGOING WAIVER, (II) EACH PARTY UNDERSTANDS AND HAS CONSIDERED THE IMPLICATIONS OF THIS WAIVER,
(III) EACH PARTY MAKES THIS WAIVER VOLUNTARILY, AND (IV) EACH PARTY HAS BEEN INDUCED TO ENTER INTO
THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION
3.3(b).




     Section 3.4 Conversion of Other Securities. If the Investor offers Subject Securities by
forward sale, or by an offering of any options, rights, warrants or other securities issued by it
or any other Person that are offered with, convertible into or exercisable or exchangeable for any
Subject Securities, the Subject Securities subject to such forward sale or underlying such options,
rights or warrants or other securities shall be eligible for registration pursuant to this
Agreement.



     Section 3.5 Counterparts and Facsimile. For the convenience of the parties hereto, this
Agreement may be executed in any number of separate counterparts, each such counterpart being
deemed to be an original instrument, and all such counterparts will together constitute the same
agreement. Executed signature pages to this Agreement may be delivered by facsimile and such
facsimiles will be deemed as sufficient as if actual signature pages had been delivered.



     Section 3.6 Titles and Subtitles. The titles and subtitles used in this Agreement are
used for convenience only and are not to be considered in construing or interpreting this
Agreement.



     Section 3.7 Notices. Except as otherwise provided in this Agreement, all notices,
requests, claims, demands, waivers and other communications hereunder shall be in writing and shall
be deemed to have been duly given when delivered by hand or overnight courier service, or when
received by facsimile transmission if promptly confirmed, as follows:



     (a) if to the Company, to:


MetLife, Inc.

1095 Avenue of the Americas

New York, NY 10036

Attention: General Counsel

Facsimile: (212) 578-4992





with copies to:


Dewey & LeBoeuf LLP

1301 Avenue of the Americas

New York, NY 10019

Attention: John M. Schwolsky
                  Alexander M. Dye

Facsimile: (212) 259-6333




31









 





     (b) if to the Investor or Parent, to:


American International Group, Inc.

80 Pine Street

New York, NY 10270

Attention: General Counsel

Facsimile: (212) 425-2175





with copies to:


Sullivan & Cromwell LLP

125 Broad Street

New York, NY 10004

Attention: Robert G. DeLaMater

Facsimile: (212) 291-9037



or to such other address, facsimile number or telephone as either party may, from time to time,
designate in a written notice given in a like manner.




     Section 3.8 Amendments and Waivers. Any term of this Agreement may be amended and the
observance of any term of this Agreement may be waived (either generally or in a particular
instance and either retroactively or prospectively), only with the written consent of the Company,
the Investor and Parent. Any amendment or waiver effected in accordance with this paragraph shall
be binding upon the Company, the Investor, Parent and, if applicable, any Permitted Transferee. No
failure or delay by any party in exercising any right, power or privilege hereunder shall operate
as a waiver thereof nor shall any single or partial exercise thereof preclude any other or further
exercise thereof or the exercise of any other right, power or privilege. The rights and remedies
provided hereunder shall be cumulative and not exclusive of any rights or remedies provided by law.



     Section 3.9 No Conflicts. The Company will not on or after the date of this Agreement
enter into any agreement with respect to its securities which is in direct conflict with the
provisions hereof.



     Section 3.10 Severability. If any provision of this Agreement or the application thereof
to any person or circumstance is determined by a court of competent jurisdiction to be invalid,
void or unenforceable, the remaining provisions hereof, or the application of such provision to
persons or circumstances other than those as to which it has been held invalid or unenforceable,
will remain in full force and effect and shall in no way be affected, impaired or invalidated
thereby, so long as the economic or legal substance of the transactions contemplated hereby is not
affected in any manner materially adverse to any party. Upon such determination, the parties shall
negotiate in good faith in an effort to agree upon a suitable and equitable substitute provision to
effect the original intent of the parties.



     Section 3.11 Aggregation of Securities. All Investor Common Stock, Closing Preferred
Stock, Transferable Preferred Stock, Common Equity Units, Stock Purchase Contracts or Debt



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Securities held or acquired by any wholly owned subsidiary or parent of, or any corporation or
entity that is controlling, controlled by, or under common control with, the Investor shall be
aggregated together for the purpose of determining the availability of any rights or obligations
under this Agreement.




     Section 3.12 Entire Agreement, Etc. This Agreement constitutes the entire agreement, and
supersedes all other prior agreements, understandings, representations and warranties, both written
and oral, between the parties, with respect to the subject matter hereof.



     Section 3.13 Termination. Other than the termination provisions applicable to
registrations that are specifically provided elsewhere in this Agreement, this Agreement and all
rights and obligations contained herein shall terminate (a) upon the mutual written agreement of
the Company, the Investor and Parent or (b) at such time as the Investor, directly or indirectly,
acting alone or as part of a Group, no longer Beneficially Owns any Subject Securities.



[Signatures on next page]




33









 





     In Witness Whereof, the parties hereto have executed this Agreement as of the date
set forth in the first paragraph hereof.



	 	 	 	 	 
	 	MetLife, Inc.

 	 
	 	By:  	/s/ Steven J. Goulart	 
	 	 	Name:  	Steven J. Goulart	 
	 	 	Title:  	Senior Vice President and Treasurer	 
	 
	 	ALICO Holdings LLC

 	 
	 	By:  	/s/ Alain Karaoglan	 
	 	 	Name:  	Alain Karaoglan	 
	 	 	Title:  	Manager	 
	 
	 	American International Group, Inc.

 	 
	 	By:  	/s/ Alain Karaoglan	 
	 	 	Name:  	Alain Karaoglan	 
	 	 	Title:  	SVP-Divestiture	 
	 



[Investor Rights Agreement]