EX-10.35



 





Exhibit 10.35




FIRST AMENDMENT

TO FIVE-YEAR CREDIT AGREEMENT




     THIS FIRST AMENDMENT TO FIVE-YEAR CREDIT AGREEMENT (this “Amendment") is entered into as of
August 15, 2006, among METLIFE, INC. and METLIFE FUNDING, INC. (collectively, the “Borrowers"), the
LENDERS (hereinafter defined), and BANK OF AMERICA, N.A., as Administrative Agent for the Lenders.



R E C I T A L S




     A. The Borrowers entered into the Five-Year Credit Agreement dated as of April 22, 2005 (the
“Agreement”), with the Lenders (herein so called) party thereto, a Syndication Agent, certain
Co-Documentation Agents, and Bank of America, N.A., as Administrative Agent (herein so called) for
the Lenders, providing for revolving credit loans, competitive bid loans, and letters of credit in
the aggregate principal amount of up to $1,500,000,000. Unless otherwise indicated herein, all
capitalized terms used herein shall have the meaning set forth in the Agreement and all Section and
Schedule references herein are to sections and schedules in the Agreement.



     B. The Borrowers have requested that the Agreement be amended in certain respects and the
Lenders have agreed to amend the Agreement as set forth herein.



     In consideration of the foregoing and the mutual covenants contained herein, the Borrowers,
the Lenders, and the Administrative Agent agree and acknowledge as follows:



1. Amendments.





     (a) Section 6.01(a) is amended to read in its entirety as follows:




     (a) (i) as soon as available, but not later than 75 days (or in the case of fiscal years
ending on or after December 15, 2006, 60 days or such other period as may be prescribed
under the Securities Exchange Act of 1934, as amended, and the rules and regulations of the
SEC thereunder) after the end of each fiscal year of MetLife, copies of MetLife’s annual
report on Form 10-K as filed with the SEC for such fiscal year; and (ii) as soon as
available, but not later than 40 days (or such other period as may be prescribed under the
Securities Exchange Act of 1934, as amended, and the rules and regulations of the SEC
thereunder) after the end of each of the first three fiscal quarters of each fiscal year
of MetLife, copies of MetLife’s quarterly report on Form 10-Q as filed with the SEC for
such fiscal quarter, in each case certified by an appropriate Financial Officer as being
the complete and correct copies of the statements on such forms furnished by MetLife to the
SEC, it being understood that, in each case, the Administrative Agent shall be entitled to
rely on any certification pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, as
amended, by the chief financial officer of MetLife that accompanies such annual and
quarterly reports;




     (b) Sections 7.01(m), (n), and (o), respectively, are re-lettered
to be Sections 7.01(n), (o), and (p), respectively, and a new Section 7.01(m),
reading in its entirety as follows, is added to the Agreement:




     (m) Liens on securities owned by, or obligations owed to, such Borrower or
the Company, as the case may be, that directly or indirectly secure funding
agreements issued by MetLife or any Subsidiary of MetLife (each, a “MetLife
Entity”), which



First Amendment




1









 






funding agreements directly or indirectly secure, or provide for, the repayment of
amounts that a MetLife Entity has received from the proceeds of securities issued by a
special-purpose vehicle formed for the purpose of issuing such securities; provided
that at the time of issuance such securities had a rating by a nationally recognized
rating agency higher than that which unsecured long-term debt securities issued by the
MetLife Entity that is the issuer of the applicable funding agreement would have had;




     (c) Section 10.02(c) is amended by adding the following sentence at
the end thereof:




The Borrowers also acknowledge and agree that unless conspicuously labeled “PUBLIC”
by the Borrowers, all Borrower Materials to be posted on the Platform or otherwise
provided to the Lenders shall be treated by the Administrative Agent as material
non-public information with respect to the Borrowers, their respective Affiliates or
their securities and such Borrower Materials shall not be provided to any Lenders
that do not wish to receive such material non-public information.




     (d) Schedule 10.02 is amended to read in its entirety as in Amended
Schedule 10.02 attached hereto.




     (e) Schedule 10.07 is amended to read in its entirety as in Amended
Schedule 10.07 attached hereto.


2. Representations. As a material inducement to the Lenders and the Administrative Agent
to execute and deliver this Amendment, each Borrower represents and warrants to the Lenders and the
Administrative Agent that (a) it has all requisite corporate authority and power to execute,
deliver, and perform its obligations under this Amendment, which execution, delivery, and
performance have been duly authorized by all necessary corporate action, require no approvals from
any Governmental Authority, and do not violate its certificate of incorporation or its bylaws, (b)
upon execution and delivery by the Borrowers, the Administrative Agent, and the Required Lenders,
this Amendment will constitute its legal and binding obligation, enforceable against it in
accordance with this Amendment’s terms, except as that enforceability may be limited by general
principles of equity or by bankruptcy or insolvency laws or similar laws affecting creditors’
rights generally, and (c) no Default or Event of Default has occurred and is continuing.



3. Conditions Precedent to Effectiveness. This Amendment shall not become effective unless
and until the Administrative Agent receives counterparts of this Amendment executed by the
Borrowers, the Required Lenders, and the Administrative Agent.



4. Expenses. The Borrowers shall pay all reasonable costs, fees, and expenses paid or
incurred by the Administrative Agent incident to this Amendment, including, without limitation, the
reasonable fees and expenses of the Administrative Agent’s counsel in connection with the
negotiation, preparation, delivery, and execution of this Amendment and any related documents.



5. Miscellaneous. Unless stated otherwise herein, (a) the singular number includes the
plural and vice versa and words of any gender include each other gender, in each case, as
appropriate, (b) headings and captions shall not be construed in interpreting provisions of this
Amendment, (c) this Amendment shall be governed by and construed in accordance with the laws of the
State of New York, (d) if any part of this Amendment is for any reason found to be unenforceable,
all other portions of it shall nevertheless remain enforceable, (e) this Amendment may be executed
in any number of counterparts with the same effect as if all signatories had signed the same
document, and all of those counterparts shall be construed together to constitute the same
document, (f) this Amendment, the Agreement, as amended by this




First Amendment




2









 




Amendment, and the other Loan Documents constitute the entire agreement and understanding among the
parties hereto and supercede any and all prior agreements and understandings, oral or written,
relating to the subject matter hereof, and (g) except as provided in this Amendment, the Agreement,
the Notes, and the other Loan Documents are unchanged and are ratified and confirmed.



6. Parties. This Amendment binds and inures to the benefit of the Borrowers, the
Administrative Agent, the Lenders and their respective successors and assigns, subject to Section
10.07.




     The parties hereto have executed this Amendment in multiple counterparts as of the date first
above written.



[REMAINDER OF PAGE INTENTIONALLY BLANK.

SIGNATURE PAGES FOLLOW.]




First Amendment




3









 




Signature Page to that certain First Amendment to Five-Year Credit Agreement dated as of August 15,
2006, among MetLife, Inc., MetLife Funding, Inc., the Lenders party thereto, and Bank of America,
N.A., as Administrative Agent.




	 	 	 	 	 	 	 	 	 
	 	 	METLIFE, INC.	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	By:	 	/s/ Anthony J.
Williamson 	 	 
	 	 	 	 	 	 	 
	 

	 	 	 	Name:	 	Anthony J.
Williamson 
	 

	 	 	 	 	 	 	 	 
	 

	 	 	 	Title:	 	SVP & Treasurer 
	 

	 	 	 	 	 	 	 	 





Signature Page to First Amendment

to Five-Year Credit Agreement




 









 




Signature Page to that certain First Amendment to Five-Year Credit Agreement dated as of
August 15, 2006, among MetLife, Inc., MetLife Funding, Inc., the Lenders party thereto, and Bank of
America, N.A., as Administrative Agent.




	 	 	 	 	 	 	 	 	 
	 	 	METLIFE FUNDING, INC.	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	By:	 	/s/ Anthony J.
Williamson 	 	 
	 	 	 	 	 	 	 
	 

	 	 	 	Name:	 	Anthony J.
Williamson 
	 

	 	 	 	 	 	 	 	 
	 

	 	 	 	Title:	 	Chairman, President
& CEO 
	 

	 	 	 	 	 	 	 	 





Signature Page to First Amendment

to Five-Year Credit Agreement




 









 




Signature Page to that certain First Amendment to Five-Year Credit Agreement dated as of
August 15, 2006, among MetLife, Inc., MetLife Funding, Inc., the Lenders party thereto, and Bank of
America, N.A., as Administrative Agent.




	 	 	 	 	 	 	 	 	 
	 	 	BANK OF AMERICA, N.A., as Administrative Agent
and as a Lender	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	By:	 	/s/ Jeffrey M. Shaver 	 	 
	 	 	 	 	 	 	 
	 

	 	 	 	Name:	 	Jeffrey M. Shaver 
	 

	 	 	 	 	 	 	 	 
	 

	 	 	 	Title:	 	Vice President 
	 

	 	 	 	 	 	 	 	 





Signature Page to First Amendment

to Five-Year Credit Agreement





 










 




Signature Page to that certain First Amendment to Five-Year Credit Agreement dated as of August 15,
2006, among MetLife, Inc., MetLife Funding, Inc., the Lenders party thereto, and Bank of America,
N.A., as Administrative Agent.




	 	 	 	 	 	 	 	 	 
	 	 	WACHOVIA BANK, NATIONAL ASSOCIATION,
as a Lender	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	By:	 	/s/ Karen Hanke 	 	 
	 	 	 	 	 	 	 
	 

	 	 	 	Name:	 	Karen Hanke 	 	 
	 

	 	 	 	Title:
	 	Director 
	 	 
	 

	 	 	 	 	 	 

	 	 






Signature Page to First Amendment

to Five-Year Credit Agreement




 









 




Signature Page to that certain First Amendment to Five-Year Credit Agreement dated as of August 15,
2006, among MetLife, Inc., MetLife Funding, Inc., the Lenders party thereto, and Bank of America,
N.A., as Administrative Agent.




	 	 	 	 	 	 	 	 	 
	 	 	CITICORP USA, as a Lender	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	By:	 	/s/ David A. Dodge 	 	 
	 	 	 	 	 	 	 
	 

	 	 	 	Name:	 	David  Dodge 
	 

	 	 	 	Title:
	 	Managing
Director 
	 	 
	 

	 	 	 	 	 	 

	 	 






Signature Page to First Amendment

to Five-Year Credit Agreement




 









 




Signature Page to that certain First Amendment to Five-Year Credit Agreement dated as of August 15,
2006, among MetLife, Inc., MetLife Funding, Inc., the Lenders party thereto, and Bank of America,
N.A., as Administrative Agent.




	 	 	 	 	 	 	 	 	 
	 	 	JPMORGAN CHASE BANK, N.A., as a Lender	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	By:	 	/s/ Erin O’Rourke 	 	 
	 	 	 	 	 	 	 
	 

	 	 	 	Name:	 	Erin O’Rourke 
	 

	 	 	 	Title:
	 	Vice
President
	 	 
	 

	 	 	 	 	 	 

	 	 






Signature Page to First Amendment

to Five-Year Credit Agreement




 









 




Signature Page to that certain First Amendment to Five-Year Credit Agreement dated as of August 15,
2006, among MetLife, Inc., MetLife Funding, Inc., the Lenders party thereto, and Bank of America,
N.A., as Administrative Agent.




	 	 	 	 	 	 	 	 	 
	 	 	DEUTSCHE BANK AG NEW YORK BRANCH,
 as a Lender	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	By:	 	/s/ Ruth Leung 	 	 
	 	 	 	 	 	 	 
	 

	 	 	 	Name:	 	Ruth Leung 
	 

	 	 	 	Title:
	 	Director
	 	 
	 

	 	 	 	 	 	 

	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	By:	 	/s/ John S. McGill 	 	 
	 	 	 	 	 	 	 
	 

	 	 	 	Name:	 	John S. McGill 
	 

	 	 	 	Title:
	 	Director
	 	 
	 

	 	 	 	 	 	 

	 	 






Signature Page to First Amendment

to Five-Year Credit Agreement




 









 




Signature Page to that certain First Amendment to Five-Year Credit Agreement dated as of August 15,
2006, among MetLife, Inc., MetLife Funding, Inc., the Lenders party thereto, and Bank of America,
N.A., as Administrative Agent.




	 	 	 	 	 	 	 	 	 
	 	 	LEHMAN BROTHERS BANK, FSB, as a Lender	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	By:	 	/s/ Janine M. Shugan 	 	 
	 	 	 	 	 	 	 
	 

	 	 	 	Name:	 	Janine M. Shugan 
	 

	 	 	 	Title:
	 	Authorized
Signatory
	 	 
	 

	 	 	 	 	 	 

	 	 






Signature Page to First Amendment

to Five-Year Credit Agreement




 









 




Signature Page to that certain First Amendment to Five-Year Credit Agreement dated as of August 15,
2006, among MetLife, Inc., MetLife Funding, Inc., the Lenders party thereto, and Bank of America,
N.A., as Administrative Agent.




	 	 	 	 	 	 	 	 	 
	 	 	MERRILL LYNCH BANK USA, as a Lender	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	By:	 	/s/ Frank Stepan 	 	 
	 	 	 	 	 	 	 
	 

	 	 	 	Name:	 	Frank Stepan 
	 

	 	 	 	Title:
	 	Vice
President
	 	 
	 

	 	 	 	 	 	 

	 	 






Signature Page to First Amendment

to Five-Year Credit Agreement




 









 




Signature Page to that certain First Amendment to Five-Year Credit Agreement dated as of August 15,
2006, among MetLife, Inc., MetLife Funding, Inc., the Lenders party thereto, and Bank of America,
N.A., as Administrative Agent.




	 	 	 	 	 	 	 	 	 
	 	 	UBS LOAN FINANCE LLC, as a Lender	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	By:	 	/s/ Richard L. Tavrow 	 	 
	 	 	 	 	 	 	 
	 

	 	 	 	Name:	 	Richard L. Tavrow 	 	 
	 

	 	 	 	Title:
	 	Director,
Banking Products Services, US
	 	 
	 

	 	 	 	 	 	 

	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	By:	 	/s/ Irja R. Otsa	 	 
	 	 	 	 	 	 	 
	 

	 	 	 	Name:	 	Irja R. Otsa
	 

	 	 	 	Title:
	 	Associate
Director, Banking Products Services, US
	 	 
	 

	 	 	 	 	 	 

	 	 






Signature Page to First Amendment

to Five-Year Credit Agreement




 









 




Signature Page to that certain First Amendment to Five-Year Credit Agreement dated as of August 15,
2006, among MetLife, Inc., MetLife Funding, Inc., the Lenders party thereto, and Bank of America,
N.A., as Administrative Agent.




	 	 	 	 	 	 	 	 	 
	 	 	BARCLAYS BANK PLC, as a Lender	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	By:	 	/s/ Alison A.
McGuigan	 	 
	 	 	 	 	 	 	 
	 

	 	 	 	Name:	 	Alison A. McGuigan
	 

	 	 	 	Title:
	 	Associate
Director
	 	 
	 

	 	 	 	 	 	 

	 	 






Signature Page to First Amendment

to Five-Year Credit Agreement




 









 




Signature Page to that certain First Amendment to Five-Year Credit Agreement dated as of August 15,
2006, among MetLife, Inc., MetLife Funding, Inc., the Lenders party thereto, and Bank of America,
N.A., as Administrative Agent.




	 	 	 	 	 	 	 	 	 
	 	 	CREDIT SUISSE,
Cayman Islands Branch, as a Lender	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	By:	 	/s/ David Dodd 	 	 
	 	 	 	 	  
	 	 
	 

	 	 	 	Name:	 	David Dodd 
	 

	 	 	 	Title:
	 	Vice
President
	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	By:	 	/s/ James Neira  	 	 
	 	 	 	 	 	 	 
	 

	 	 	 	Name:	 	James Neira	 	 
	 

	 	 	 	Title:
	 	Associate
	 	 
	 

	 	 	 	 	 	 

	 	 






Signature Page to First Amendment

to Five-Year Credit Agreement




 









 




Signature Page to that certain First Amendment to Five-Year Credit Agreement dated as of August 15,
2006, among MetLife, Inc., MetLife Funding, Inc., the Lenders party thereto, and Bank of America,
N.A., as Administrative Agent.




	 	 	 	 	 	 	 	 	 
	 	 	THE ROYAL BANK OF SCOTLAND	 	 
	 

	 	By:	 	Greenwich Capital
Markets, Inc., as agent for
The Royal Bank of Scotland plc
as
a lender.	 	 
	 
	 

	 	By:	 	/s/ David Howes 	 	 
	 	 	 	 	 	 	 
	 

	 	 	 	Name:	 	David Howes 
	 

	 	 	 	Title:
	 	Vice
President
	 	 
	 

	 	 	 	 	 	 

	 	 






Signature Page to First Amendment

to Five-Year Credit Agreement




 









 





Signature Page to that certain First Amendment to Five-Year Credit Agreement dated as of August 15,
2006, among MetLife, Inc., MetLife Funding, Inc., the Lenders party thereto, and Bank of America,
N.A., as Administrative Agent.




	 	 	 	 	 	 	 	 	 
	 	 	ABN AMRO BANK N.V., as a Lender	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	By:	 	/s/ Neil R. Stein 	 	 
	 	 	 	 	 	 	 
	 

	 	 	 	Name:	 	Neil R. Stein 
	 

	 	 	 	Title:
	 	Director
	 	 
	 

	 	 	 	 	 	 

	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	By:	 	/s/ Michael DeMarco 	 	 
	 	 	 	 	 	 	 
	 

	 	 	 	Name:	 	Michael DeMarco 
	 

	 	 	 	Title:
	 	Vice
President
	 	 
	 

	 	 	 	 	 	 

	 	 






Signature Page to First Amendment

to Five-Year Credit Agreement




 









 




Signature Page to that certain First Amendment to Five-Year Credit Agreement dated as of August 15,
2006, among MetLife, Inc., MetLife Funding, Inc., the Lenders party thereto, and Bank of America,
N.A., as Administrative Agent.




	 	 	 	 	 	 	 	 	 
	 	 	BNP PARIBAS, as a Lender	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	By:	 	/s/ Laurent
Vanderzyppe 	 	 
	 	 	 	 	 	 	 
	 

	 	 	 	Name:	 	Laurent
Vanderzyppe 	 	 
	 

	 	 	 	Title:
	 	Managing Director
	 

	 	 	 	 	 	 

	 	 
	 
	 

	 	By:	 	/s/ Marguerite L.
Lebon 	 	 	 	 
	 	 	 	 	 	 	 
	 

	 	 	 	Name:	 	Marguerite L.
Lebon
	 

	 	 	 	Title:
	 	Vice
President
	 	 
	 

	 	 	 	 	 	 

	 	 






Signature Page to First Amendment

to Five-Year Credit Agreement




 









 




Signature Page to that certain First Amendment to Five-Year Credit Agreement dated as of August 15,
2006, among MetLife, Inc., MetLife Funding, Inc., the Lenders party thereto, and Bank of America,
N.A., as Administrative Agent.




	 	 	 	 	 	 	 	 	 
	 	 	WILLIAM STREET COMMITMENT 
CORPORATION, as a Lender	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	By:	 	/s/ Mark Walton 	 	 	 	 
	 	 	 	 	 	 	 
	 

	 	 	 	Name:	 	Mark Walton 
	 

	 	 	 	Title:
	 	Assistant
Vice President
	 	 
	 

	 	 	 	 	 	 

	 	 






Signature Page to First Amendment

to Five-Year Credit Agreement




 









 




Signature Page to that certain First Amendment to Five-Year Credit Agreement dated as of August 15,
2006, among MetLife, Inc., MetLife Funding, Inc., the Lenders party thereto, and Bank of America,
N.A., as Administrative Agent.




	 	 	 	 	 	 	 	 	 
	 	 	MELLON BANK, N.A., as a Lender	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	By:	 	/s/ Donald G.
Cassidy, Jr. 	 	 
	 	 	 	 	 	 	 
	 

	 	 	 	Name:	 	Donald G.
Cassidy, Jr. 
	 

	 	 	 	Title:
	 	Senior
Vice President
	 	 
	 

	 	 	 	 	 	 

	 	 






Signature Page to First Amendment

to Five-Year Credit Agreement




 









 




Signature Page to that certain First Amendment to Five-Year Credit Agreement dated as of August 15,
2006, among MetLife, Inc., MetLife Funding, Inc., the Lenders party thereto, and Bank of America,
N.A., as Administrative Agent.




	 	 	 	 	 	 	 	 	 
	 	 	CALYON NEW YORK BRANCH, as a Lender	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	By:	 	/s/ Sebastian Rocco 	 	 
	 	 	 	 	 	 	 
	 

	 	 	 	Name:	 	Sebastian Rocco 
	 

	 	 	 	Title:
	 	Managing
Director
	 	 
	 

	 	 	 	 	 	 

	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	By:	 	/s/ Charlie
Kornberger 	 	 
	 	 	 	 	 	 	 
	 

	 	 	 	Name:	 	Charlie
Kornberger 
	 

	 	 	 	Title:
	 	Managing
Director
	 	 
	 

	 	 	 	 	 	 

	 	 






Signature Page to First Amendment

to Five-Year Credit Agreement




 









 




Signature Page to that certain First Amendment to Five-Year Credit Agreement dated as of August 15,
2006, among MetLife, Inc., MetLife Funding, Inc., the Lenders party thereto, and Bank of America,
N.A., as Administrative Agent.




	 	 	 	 	 	 	 	 	 
	 	 	THE NORTHERN TRUST COMPANY, as a Lender	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	By:	 	/s/ Chris McKean 	 	 
	 	 	 	 	 	 	 
	 

	 	 	 	Name:	 	Chris McKean 
	 

	 	 	 	Title:
	 	Vice
President
	 	 
	 

	 	 	 	 	 	 

	 	 






Signature Page to First Amendment

to Five-Year Credit Agreement




 









 




Signature Page to that certain First Amendment to Five-Year Credit Agreement dated as of August 15,
2006, among MetLife, Inc., MetLife Funding, Inc., the Lenders party thereto, and Bank of America,
N.A., as Administrative Agent.




	 	 	 	 	 	 	 	 	 
	 	 	PNC BANK, N.A., as a Lender	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	By:	 	/s/ Paul Devine 	 	 
	 	 	 	 	 	 	 
	 

	 	 	 	Name:	 	Paul Devine 
	 

	 	 	 	Title:
	 	Vice
President & Credit Manager
	 	 
	 

	 	 	 	 	 	 

	 	 






Signature Page to First Amendment

to Five-Year Credit Agreement




 









 




Signature Page to that certain First Amendment to Five-Year Credit Agreement dated as of August 15,
2006, among MetLife, Inc., MetLife Funding, Inc., the Lenders party thereto, and Bank of America,
N.A., as Administrative Agent.




	 	 	 	 	 	 	 	 	 
	 	 	STATE STREET BANK AND TRUST COMPANY, 
as a Lender	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	By:	 	/s/ Lise Anne
Boutiette 	 	 	 	 
	 	 	 	 	 	 	 
	 

	 	 	 	Name:	 	Lise Anne
Boutiette 
	 

	 	 	 	Title:
	 	Vice
President
	 	 
	 

	 	 	 	 	 	 

	 	 






Signature Page to First Amendment

to Five-Year Credit Agreement




 









 




Signature Page to that certain First Amendment to Five-Year Credit Agreement dated as of August 15,
2006, among MetLife, Inc., MetLife Funding, Inc., the Lenders party thereto, and Bank of America,
N.A., as Administrative Agent.




	 	 	 	 	 	 	 	 	 
	 	 	MIZUHO CORPORATE BANK, LTD., as a Lender	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	By:	 	/s/ Robert Gallagher 	 	 
	 	 	 	 	 	 	 
	 

	 	 	 	Name:	 	Robert Gallagher 
	 

	 	 	 	Title:
	 	Senior
Vice President
	 	 
	 

	 	 	 	 	 	 

	 	 






Signature Page to First Amendment

to Five-Year Credit Agreement




 









 




Signature Page to that certain First Amendment to Five-Year Credit Agreement dated as of August 15,
2006, among MetLife, Inc., MetLife Funding, Inc., the Lenders party thereto, and Bank of America,
N.A., as Administrative Agent.




	 	 	 	 	 	 	 	 	 
	 	 	SOCIETE GENERALE, as a Lender	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	By:	 	/s/ William Aishton 	 	 
	 	 	 	 	 	 	 
	 

	 	 	 	Name:	 	William Aishton 
	 

	 	 	 	Title:
	 	Vice
President
	 	 
	 

	 	 	 	 	 	 

	 	 






Signature Page to First Amendment

to Five-Year Credit Agreement