Indenture, dated as of November 9, 2001



 Exhibit 4.1(a) 
 METLIFE, INC., 
 ISSUER 

AND 
 BANK ONE
TRUST COMPANY, N.A., 
 TRUSTEE 
  

 
 INDENTURE

 DATED AS OF NOVEMBER 9, 2001 
  

 
 SENIOR DEBT
SECURITIES 







 CROSS-REFERENCE TABLE(1) 

 

			
	 SECTION OF
 TRUST INDENTURE ACT OF
 1939, AS
AMENDED
	  	 SECTION OF INDENTURE

		
	 310(a)
	  	Inapplicable
		
	 310(b)
	  	7.08
		
	 310(c)
	  	Inapplicable
		
	 311(a)
	  	7.13
		
	 311(b)
	  	7.13
		
	 311(c)
	  	Inapplicable
		
	 312(b)
	  	5.02(c)
		
	 312(c)
	  	Inapplicable
		
	 313(a)
	  	5.04(a)
		
	 313(b)
	  	5.04(b)
		
	 313(c)
	  	5.04(b)
		
	 313(d)
	  	Inapplicable
		
	 314(a)
	  	Inapplicable
		
	 314(b)
	  	Inapplicable
		
	 314(c)
	  	Inapplicable
		
	 314(d)
	  	Inapplicable
		
	 314(e)
	  	Inapplicable
		
	 314(f)
	  	Inapplicable
		
	 315(a)
	  	Inapplicable
		
	 315(b)
	  	Inapplicable
		
	 315(c)
	  	Inapplicable
		
	 315(d)
	  	Inapplicable
		
	 315(e)
	  	Inapplicable
		
	 316(a)
	  	Inapplicable
		
	 316(b)
	  	Inapplicable
		
	 316(c)
	  	Inapplicable
		
	 317(a)
	  	Inapplicable
		
	 317(b)
	  	Inapplicable
		
	 318(a)
	  	Inapplicable

  

	(1)	 This Cross-Reference Table does not constitute part of the Indenture and shall not have any bearing on the interpretation of any of its terms or
provisions. 









 TABLE OF CONTENTS (1) 

 

							
	 	 	PAGE	 
	 	 	 ARTICLE I
 DEFINITIONS
	 
	 SECTION 1.01
	 	Definitions of Terms	  	 	1	  
		 	Affiliate	  	 	1	  
		 	Authenticating Agent	  	 	1	  
		 	Bankruptcy Law	  	 	1	  
		 	Board of Directors	  	 	1	  
		 	Board Resolution	  	 	1	  
		 	Business Day	  	 	1	  
		 	Certificate	  	 	2	  
		 	Company	  	 	2	  
		 	Commission	  	 	2	  
		 	Common Securities	  	 	2	  
		 	Common Securities Guarantee	  	 	2	  
		 	Corporate Trust Office	  	 	2	  
		 	Custodian	  	 	2	  
		 	Declaration	  	 	2	  
		 	Default	  	 	2	  
		 	Deferral Period	  	 	2	  
		 	Depositary	  	 	2	  
		 	Event of Default	  	 	2	  
		 	Global Security	  	 	2	  
		 	Governmental Obligations	  	 	2	  
		 	herein, hereof and hereunder	  	 	3	  
		 	Indebtedness	  	 	3	  
		 	Indenture	  	 	3	  
		 	Interest Payment Date	  	 	3	  
		 	Investment Company Act	  	 	3	  
		 	MetLife Trust	  	 	3	  
		 	MLIC	  	 	3	  
		 	Officers’ Certificate	  	 	3	  
		 	Opinion of Counsel	  	 	3	  
		 	Original Issue Discount Security	  	 	3	  
		 	Outstanding	  	 	4	  
		 	Paying Agent	  	 	4	  
		 	Person	  	 	4	  
		 	Place of Payment	  	 	4	  
		 	Predecessor Security	  	 	4	  
		 	Preferred Securities	  	 	4	  
		 	Preferred Securities Guarantee	  	 	4	  
		 	Property Trustee	  	 	4	  
		 	Redemption Date	  	 	5	  
		 	Redemption Price	  	 	5	  
		 	Responsible Officer	  	 	5	  
		 	Securities	  	 	5	  
		 	Securities Act	  	 	5	  


  
 i 









							
	 	 	 ARTICLE I
 DEFINITIONS
	 
			
		 	Securityholder, holder of Securities and registered holder	  	 	5	  
		 	Stated Maturity	  	 	5	  
		 	Subsidiary	  	 	5	  
		 	Trustee	  	 	5	  
		 	Trust Indenture Act	  	 	5	  
		 	Trust Securities	  	 	5	  
		 	Voting Stock	  	 	5	  
		 	Yield to Maturity	  	 	5	  

  

							
	 	 	ARTICLE II	  	 	 
	 	 	DESCRIPTION, TERMS, EXECUTION,	  	 	 
	 	 	REGISTRATION AND EXCHANGE OF SECURITIES	  	 	 
			
	 SECTION 2.01
	 	Designation and Terms of Securities	  	 	6	  
	 SECTION 2.02
	 	Form of Securities and Trustee’s Certificate	  	 	8	  
	 SECTION 2.03
	 	Denominations; Provisions for Payment	  	 	8	  
	 SECTION 2.04
	 	Execution and Authentications	  	 	9	  
	 SECTION 2.05
	 	Registration of Transfer and Exchange	  	 	9	  
	 SECTION 2.06
	 	Temporary Securities	  	 	10	  
	 SECTION 2.07
	 	Mutilated, Destroyed, Lost or Stolen Securities	  	 	10	  
	 SECTION 2.08
	 	Cancellation	  	 	11	  
	 SECTION 2.09
	 	Benefits of Indenture	  	 	11	  
	 SECTION 2.10
	 	Authenticating Agent	  	 	11	  
	 SECTION 2.11
	 	Global Securities	  	 	12	  

  

							
	ARTICLE III	 
	REDEMPTION OF SECURITIES AND SINKING FUND PROVISIONS	 
			
	 SECTION 3.01
	 	Redemption	  	 	12	  
	 SECTION 3.02
	 	Notice of Redemption	  	 	13	  
	 SECTION 3.03
	 	Payment Upon Redemption	  	 	13	  
	 SECTION 3.04
	 	Sinking Fund	  	 	14	  
	 SECTION 3.05
	 	Satisfaction of Sinking Fund Payments with Securities	  	 	14	  
	 SECTION 3.06
	 	Redemption of Securities for Sinking Fund	  	 	14	  

  

							
	 	 	ARTICLE IV	  	 	 
	 	 	CERTAIN COVENANTS	  	 	 
			
	 SECTION 4.01
	 	Payment of Principal, Premium and Interest	  	 	14	  
	 SECTION 4.02
	 	Maintenance of Office or Agency	  	 	15	  
	 SECTION 4.03
	 	Paying Agents	  	 	15	  
	 SECTION 4.04
	 	Statement by Officers as to Default	  	 	16	  
	 SECTION 4.05
	 	Existence	  	 	16	  
	 SECTION 4.06
	 	Payment of Taxes	  	 	17	  
	 SECTION 4.07
	 	Limitation on Liens on Stock of Metropolitan Life Insurance Company	  	 	17	  
	 SECTION 4.08
	 	Limitations on Disposition of Stock of Metropolitan Life Insurance Company	  	 	17	  
	 SECTION 4.09
	 	Covenants as to MetLife Trusts	  	 	17	  
	 SECTION 4.10
	 	Waiver of Certain Covenants	  	 	18	  
	 SECTION 4.11
	 	Appointment to Fill Vacancy in Office of Trustee	  	 	18	  
	 SECTION 4.12
	 	Compliance with Consolidation Provisions	  	 	18	  


  
 ii 









  

							
	 	 	ARTICLE V	  	 	 
	 	 	SECURITYHOLDERS’ LISTS AND REPORTS	  	 	 
	 	 	BY THE COMPANY AND THE TRUSTEE	  	 	 
			
	 SECTION 5.01
	 	Company to Furnish Trustee Names and Addresses of Securityholders	  	 	18	  
	 SECTION 5.02
	 	Preservation Of Information; Communications With Securityholders	  	 	18	  
	 SECTION5.03
	 	Reports by the Company	  	 	19	  
	 SECTION 5.04
	 	Reports by the Trustee	  	 	19	  
			
		 	ARTICLE VI	  			
		 	REMEDIES OF THE TRUSTEE AND SECURITYHOLDERS	  			
		 	ON EVENT OF DEFAULT	  			
			
	 SECTION 6.01
	 	Events of Default	  	 	19	  
	 SECTION 6.02
	 	Collection of Indebtedness and Suits for Enforcement by Trustee	  	 	21	  
	 SECTION 6.03
	 	Application of Moneys Collected	  	 	22	  
	 SECTION 6.04
	 	Limitation on Suits	  	 	23	  
	 SECTION 6.05
	 	Rights and Remedies Cumulative; Delay or Omission Not Waiver	  	 	23	  
	 SECTION 6.06
	 	Control by Securityholders	  	 	23	  
	 SECTION 6.07
	 	Undertaking to Pay Costs	  	 	24	  
	 SECTION 6.08
	 	Waiver of Past Defaults	  	 	24	  
			
		 	ARTICLE VII	  			
		 	CONCERNING THE TRUSTEE	  			
			
	 SECTION 7.01
	 	Certain Duties and Responsibilities of Trustee	  	 	24	  
	 SECTION 7.02
	 	Certain Rights of Trustee	  	 	25	  
	 SECTION 7.03
	 	Trustee Not Responsible for Recitals or Issuance or Securities	  	 	26	  
	 SECTION 7.04
	 	May Hold Securities	  	 	26	  
	 SECTION 7.05
	 	Moneys Held in Trust	  	 	26	  
	 SECTION 7.06
	 	Compensation and Reimbursement	  	 	26	  
	 SECTION 7.07
	 	Reliance on Officers’ Certificate	  	 	27	  
	 SECTION 7.08
	 	Disqualification; Conflicting Interests	  	 	27	  
	 SECTION 7.09
	 	Corporate Trustee Required; Eligibility	  	 	27	  
	 SECTION 7.10
	 	Resignation and Removal; Appointment of Successor	  	 	27	  
	 SECTION 7.11
	 	Acceptance of Appointment By Successor	  	 	28	  
	 SECTION 7.12
	 	Merger, Conversion, Consolidation or Succession to Business	  	 	29	  
	 SECTION 7.13
	 	Preferential Collection of Claims Against the Company	  	 	29	  

  

							
	 	 	ARTICLE VIII	  	 	 
	 	 	CONCERNING THE SECURITYHOLDERS	  	 	 
			
	 SECTION 8.01
	 	Evidence of Action by Securityholders	  	 	29	  
	 SECTION 8.02
	 	Proof of Execution by Securityholders	  	 	30	  
	 SECTION 8.03
	 	Who May be Deemed Owners	  	 	30	  
	 SECTION 8.04
	 	Certain Securities Owned by Company Disregarded	  	 	30	  
	 SECTION 8.05
	 	Actions Binding on Future Securityholders	  	 	31	  


  
 iii









  

					
	 	 	ARTICLE IX	  	 
	 	 	SUPPLEMENTAL INDENTURES	  	 
			
	 SECTION 9.01
	 	Supplemental Indentures Without the Consent of Securityholders	  	31
	 SECTION 9.02
	 	Supplemental Indentures With Consent of Securityholders	  	32
	 SECTION 9.03
	 	Effect of Supplemental Indentures	  	33
	 SECTION 9.04
	 	Securities Affected by Supplemental Indentures	  	33
	 SECTION 9.05
	 	Execution of Supplemental Indentures	  	33

  

							
	 	 	ARTICLE X	  	 	 
	 	 	CONSOLIDATION, MERGER, CONVEYANCE,	  	 	 
	 	 	TRANSFER OR LEASE	  	 	 
			
	 SECTION 10.1
	 	When the Company May Consolidate, Merge, Etc.	  	 	33	  

  

							
	 	 	ARTICLE XI	  	 	 
	 	 	SATISFACTION AND DISCHARGE	  	 	 
			
	 SECTION 11.01
	 	Satisfaction and Discharge of Indenture	  	 	34	  
	 SECTION 11.02
	 	Discharge of Obligations	  	 	34	  
	 SECTION 11.03
	 	Deposited Moneys to be Held in Trust	  	 	35	  
	 SECTION 11.04
	 	Payment of Moneys Held by Paying Agents	  	 	35	  
	 SECTION 11.05
	 	Repayment to Company	  	 	35	  

  

							
	 	 	ARTICLE XII	  	 	 
	 	 	IMMUNITY OF INCORPORATORS, STOCKHOLDERS, OFFICERS	  	 	 
	 	 	AND DIRECTORS	  	 	 
			
	 SECTION 12.01
	 	No Recourse	  	 	35	  

  

							
	 	 	ARTICLE XIII	  	 	 
	 	 	DEFEASANCE AND COVENANT DEFEASANCE	  	 	 
			
	 SECTION 13.01
	 	Company’s Option to Effect Defeasance or Covenant Defeasance	  	 	36	  
	 SECTION 13.02
	 	Defeasance and Discharge	  	 	36	  
	 SECTION 13.03
	 	Covenant Defeasance	  	 	36	  
	 SECTION 13.04
	 	Conditions to Defeasance or Covenant Defeasance	  	 	36	  
	 SECTION 13.05
	 	Deposited Money and Government Obligations to Be Held in Trust;	  			
		 	Miscellaneous Provisions	  	 	37	  
	 SECTION 13.06
	 	Reinstatement	  	 	38	  
			
		 	ARTICLE XIV	  			
		 	MISCELLANEOUS PROVISIONS	  			
			
	 SECTION 14.01
	 	Effect on Successors and Assigns	  	 	38	  
	 SECTION 14.02
	 	Actions by Successor	  	 	38	  
	 SECTION 14.03
	 	Surrender of Company Powers	  	 	38	  
	 SECTION 14.04
	 	Notices	  	 	38	  
	 SECTION 14.05
	 	Governing Law	  	 	39	  
	 SECTION 14.06
	 	Treatment of Securities as Debt	  	 	39	  
	 SECTION 14.07
	 	Compliance Certificates and Opinions	  	 	39	  
	 SECTION 14.08
	 	Payments on Business Days	  	 	39	  


  
 iv 









  

							
	 SECTION 14.09
	 	Conflict with Trust Indenture Act	  	 	39	  
	 SECTION 14.10
	 	Counterparts	  	 	39	  
	 SECTION 14.11
	 	Separability	  	 	39	  
	 SECTION 14.12
	 	Assignment	  	 	40	  
	 SECTION 14.13
	 	Acknowledgment of Rights	  	 	40	  

  

	(1)	 This Table of Contents does not constitute part of the Indenture and shall not have any bearing upon the interpretation of any of its terms or
provisions. 


  

  
 v 








 INDENTURE, dated as of November 9, 2001, between MetLife, Inc., a Delaware corporation
(the “Company”), and Bank One Trust Company, N.A., a national banking association, as trustee (the “Trustee”): 
 WHEREAS, for its lawful corporate purposes, the Company has duly authorized the execution and delivery of this Indenture to provide for the issuance of unsecured debt securities, debentures, notes, bonds,
or other evidences of indebtedness (hereinafter referred to as the “Securities”), in an unlimited aggregate principal amount to be issued from time to time in one or more series, as provided in this Indenture, including, without
limitation, Securities to be issued and sold from time to time to one or more MetLife Trusts (as defined herein); 
 WHEREAS, to
provide the terms and conditions upon which the Securities are to be authenticated, issued and delivered, the Company has duly authorized the execution of this Indenture; and 
 WHEREAS, all things necessary to make this Indenture a valid agreement of the Company, in accordance with its terms, have been done. 

NOW, THEREFORE, in consideration of the premises and the purchase of the Securities by the holders thereof, it is mutually covenanted and
agreed as follows for the equal and ratable benefit of the holders of Securities: 
 ARTICLE I 

DEFINITIONS 

SECTION 1.01 Definitions of Terms. 
 The terms defined in this Section (except as in this Indenture otherwise expressly provided or unless the context otherwise requires) for all purposes of this Indenture and of any indenture supplemental
hereto shall have the respective meanings specified in this Section and shall include the plural as well as the singular. All other terms used in this Indenture that are defined in the Trust Indenture Act of 1939, as amended, or that are by
reference in such Act defined in the Securities Act of 1933, as amended (except as herein otherwise expressly provided or unless the context otherwise requires), shall have the meanings assigned to such terms in said Trust Indenture Act and in said
Securities Act as in force at the date of the execution of this instrument. 
 “Affiliate” of any specified Person
means any other Person, directly or indirectly, controlling or controlled by or under direct or indirect common control with such specified Person. When used with respect to any Person, “control” means the power, directly or indirectly, 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; and the terms “controlling” and “controlled” and “under common
control with” have meanings correlative to the foregoing. 
 “Authenticating Agent” means an authenticating agent
with respect to all or any of the series of Securities appointed with respect to all or any series of the Securities by the Trustee pursuant to Section 2.10. 
 “Bankruptcy Law” means Title 11, U.S. Code, or any similar federal or state bankruptcy, insolvency, reorganization or other law for the relief of debtors. 

“Board of Directors” means the Board of Directors of the Company or any duly authorized committee of such Board. 

“Board Resolution” means a copy of a resolution certified by the Secretary or an Assistant Secretary of the Company to have
been duly adopted by the Board of Directors and to be in full force and effect on the date of such certification. 

“Business Day” means, with respect to any series of Securities, any day other than a day on which federal or state banking
institutions in the Borough of Manhattan, The City of New York, are authorized or obligated by law, executive order or regulation to close. 

  
 1 








 “Certificate” means a certificate signed by the principal executive officer, the
principal financial officer or the principal accounting officer of the Company. The Certificate need not comply with the provisions of Section 14.07. 
 “Company” means MetLife, Inc., a corporation duly organized and existing under the laws of the State of Delaware, and, subject to the provisions of Article Ten, shall also include its successors
and assigns. 
 “Commission” means the Securities and Exchange Commission, from time to time constituted, created
under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or, if at any time after the execution of this instrument such Commission is not existing and performing the duties now assigned to it under the Trust Indenture
Act, then the body performing such duties at such time. 
 “Common Securities” means undivided beneficial interests in
the assets of a MetLife Trust which rank pari passu with Preferred Securities issued by such MetLife Trust; provided, however, that upon the occurrence of an Event of Default, the rights of holders of Common Securities to payment in respect of
distributions and payments upon liquidation, redemption and otherwise are subordinated to the rights of holders of Preferred Securities. 
 “Common Securities Guarantee” means any guarantee agreement executed by the Company with respect to the Common Securities issued by a MetLife Trust pursuant to which the Company agrees to pay
the guarantee payments under any such guarantee agreement to the holders of such Common Securities. 
 “Corporate Trust
Office” means the office of the Trustee at which, at any particular time, its corporate trust business shall be principally administered, which office at the date hereof is located at Bank One Trust Company, N.A., 1 Bank One Plaza, Chicago,
Illinois 60670. 
 “Custodian” means any receiver, trustee, assignee, liquidator, sequestrator, custodian or similar
official under any Bankruptcy Law. 
 “Declaration,” with respect to a MetLife Trust, means the Amended and Restated
Declaration of Trust of such MetLife Trust. 
 “Default” means any event, act or condition that with notice or lapse
of time, or both, would constitute an Event of Default. 
 “Deferral Period,” with respect to any series of
Securities, means any period during which the Company elects to extend the interest payment period on such series of Securities pursuant to Section 4.01(b); provided that a Deferral Period (or any extension thereof) may not extend beyond the
Stated Maturity or the Redemption Date of any Security of such series and must end on an Interest Payment Date or, if the Securities are redeemed, on an Interest Payment Date or the Redemption Date for such Securities. 

“Depositary” means, with respect to Securities of any series, for which the Company shall determine that such Securities will
be issued as a Global Security, The Depository Trust Company, New York, New York, another clearing agency, or any successor registered as a clearing agency under the Exchange Act, or other applicable statute or regulation, which, in each case, shall
be designated by the Company pursuant to either Section 2.01 or Section 2.11. 
 “Event of Default” means,
with respect to Securities of a particular series any event specified in Section 6.01, continued for the period of time, if any, therein designated. 
 “Global Security” means, with respect to any series of Securities, a Security executed by the Company and delivered by the Trustee to the Depositary or pursuant to the Depositary’s
instruction, all in accordance with the Indenture, which shall be registered in the name of the Depositary or its nominee. 

“Governmental Obligations” means securities that are (i) direct obligations of the United States of America for the
payment of which its full faith and credit is pledged or (ii) obligations of a Person controlled or supervised by and acting as an agency or instrumentality of the United States of America, the payment of which is unconditionally guaranteed as
a full faith and credit obligation by the United States of America that, in either case, are not callable or redeemable at the option of the 
  

  
 2 








 
issuer thereof, and shall also include a depositary receipt issued by a bank (as defined in Section 3(a)(2) of the Securities Act of 1933, as amended) as custodian with respect to any such
Governmental Obligation or a specific payment of principal of or interest on any such Governmental Obligation held by such custodian for the account of the holder of such depositary receipt; provided, however, that (except as required by law) such
custodian is not authorized to make any deduction from the amount payable to the holder of such depositary receipt from any amount received by the custodian in respect of the Governmental Obligation or the specific payment of principal of or
interest on the Governmental Obligation evidenced by such depositary receipt. 
 “herein,” “hereof” and
“hereunder,” and other words of similar import, refer to this Indenture as a whole and not to any particular Article, Section or other subdivision. 
 “Indebtedness” of any person means the principal of and premium, if any, and interest due on indebtedness of such Person, whether outstanding on the date of this Indenture or thereafter created,
incurred or assumed, which is (a) indebtedness for money borrowed, and (b) any amendments, renewals, extensions, modifications and refundings of any such indebtedness. For the purposes of this definition, “indebtedness for money
borrowed” means (i) any obligation of, or any obligation guaranteed by, such Person for the repayment of borrowed money, whether or not evidenced by bonds, debentures, notes or other written instruments, (ii) any obligation of, or any
such obligation guaranteed by, such Person evidenced by bonds, debentures, notes or similar written instruments, including obligations assumed or incurred in connection with the acquisition of property, assets or businesses (provided, however, that
the deferred purchase price of any other business or property or assets shall not be considered Indebtedness if the purchase price thereof is payable in full within 90 days from the date on which such indebtedness was created), and (iii) any
obligations of such Person as lessee under leases required to be capitalized on the balance sheet of the lessee under generally accepted accounting principles and leases of property or assets made as part of any sale and lease-back transaction to
which such Person is a party. 
 “Indenture” means this instrument as originally executed and as it may from time to
time be supplemented or amended by one or more indentures supplemental hereto entered into pursuant to the applicable provisions hereof, including, for all purposes of this instrument and any such supplemental indenture, the provisions of the Trust
Indenture Act that are deemed to be a part of and govern this instrument and any such supplemental indenture, respectively. The term “Indenture” shall also include the terms of particular series of Securities established as contemplated by
Section 2.01. 
 “Interest Payment Date,” when used with respect to any Security, means the Stated Maturity of an
installment of interest on a Security of a particular series. 
 “Investment Company Act” means the Investment Company
Act of 1940 and any statute successor thereto, in each case as amended from time to time. 
 “MetLife Trust” means
each of MetLife Capital Trust II and MetLife Capital Trust III (together, the “Trusts”), each a statutory business trust formed under the laws of the State of Delaware, or any other similar trust created for the purpose of issuing
preferred securities in connection with the issuance of Securities under this Indenture. 
 “MLIC” means Metropolitan
Life Insurance Company, an insurance company duly organized and existing under the insurance laws of the State of New York or any Person successor thereto. 
 “Officers’ Certificate” means a certificate signed by the Chief Financial Officer, President or a Vice President and by the Treasurer or an Assistant Treasurer or the Controller or an
Assistant Controller or the Secretary or an Assistant Secretary of the Company that is delivered to the Trustee in accordance with the terms hereof. Each such certificate shall include the statements provided for in Section 14.07, if and to the
extent required by the provisions thereof. 
 “Opinion of Counsel” means an opinion in writing of legal counsel, who
may be an employee of or counsel for the Company that is delivered to the Trustee in accordance with the terms hereof. Each such opinion shall include the statements provided for in Section 14.07, if and to the extent required by the provisions
thereof. 
 “Original Issue Discount Security” means any Security which provides for an amount less than the principal
amount thereof to be due and payable upon a declaration of acceleration of the maturity thereof pursuant to Section 6.01(b). 

  
 3 








 “Outstanding,” when used with reference to Securities of any series, means,
subject to the provisions of Section 8.04, as of any particular time, all Securities of that series theretofore authenticated and delivered by the Trustee under this Indenture, except (a) Securities theretofore canceled by the Trustee or
any Paying Agent, or delivered to the Trustee or any Paying Agent for cancellation or that have previously been canceled; (b) Securities or portions thereof for the payment or redemption of which moneys or Governmental Obligations in the
necessary amount shall have been deposited in trust with the Trustee or with any Paying Agent (other than the Company) or shall have been set aside and segregated in trust by the Company (if the Company shall act as its own Paying Agent); provided,
however, that if such Securities or portions of such Securities are to be redeemed prior to the maturity thereof, notice of such redemption shall have been given as in Article Three provided, or provision satisfactory to the Trustee shall have been
made for giving such notice; (c) Securities in lieu of or in substitution for which other Securities shall have been authenticated and delivered pursuant to the terms of Section 2.07; and (d) Securities as to which Defeasance (as
defined in Section 13.02) has been effected pursuant to Section 13.02, provided, however, that in determining whether the holders of the requisite principal amount of the Outstanding Securities have given, made or taken any request,
demand, authorization, direction, notice, consent, waiver or other action hereunder as of any date, (A) the principal amount of an Original Issue Discount Security which shall be deemed to be Outstanding shall be the amount of the principal
thereof which would be due and payable as of such date upon acceleration of the maturity thereof to such date pursuant to Section 6.01(b), (B) if, as of such date, the principal amount payable at the Stated Maturity of a Security is not
determinable, the principal amount of such Security which shall be deemed to be Outstanding shall be the amount as specified or determined as contemplated by Section 2.01, (C) the principal amount of a Security denominated in one or more
foreign currencies or currency units which shall be deemed to be Outstanding shall be the U.S. dollar equivalent, determined as of such date in the manner provided as contemplated by Section 2.01, of the principal amount of such Security (or,
in the case of a Security described in Clause (A) or (B) above, of the amount determined as provided in such Clause), and (D) Securities beneficially owned by the Company or any other obligor upon such Securities or any Affiliate of
the Company or of such other obligor shall be disregarded and deemed not to be Outstanding, except that, in determining whether the Trustee shall be protected in relying upon any such request, demand, authorization, direction, notice, consent,
waiver or other action, only Securities which a Responsible Officer of the Trustee knows to be so owned shall be so disregarded. Securities so owned which have been pledged in good faith may be regarded as Outstanding if the pledgee establishes to
the satisfaction of the Trustee the pledgee’s right so to act with respect to such Securities and that the pledgee is not the Company or any other obligor upon the Securities or any Affiliate of the Company or of such other obligor. 

“Paying Agent” means any Person authorized by the Company to pay the principal of or any premium or interest on any Securities
on behalf of the Company. 
 “Person” means any individual, corporation, partnership, joint- venture, joint- stock
company, unincorporated organization or government or any agency or political subdivision thereof. 
 “Place of
Payment,” when used with respect to the Securities of any series, means the place or places where the principal of and any premium and interest on the Securities of that series are payable as specified as contemplated by Section 2.01.

 “Predecessor Security” of any particular Security means every previous Security evidencing all or a portion of the
same debt as that evidenced by such particular Security; and, for the purposes of this definition, any Security authenticated and delivered under Section 2.07 in lieu of a lost, destroyed or stolen Security shall be deemed to evidence the same
debt as the lost, destroyed or stolen Security. 
 “Preferred Securities” means undivided beneficial interests in the
assets of a MetLife Trust which rank pari passu with Common Securities issued by such MetLife Trust; provided, however, that upon the occurrence of an Event of Default, the rights of holders of Common Securities to payment in respect of
distributions and payments upon liquidation, redemption and otherwise are subordinated to the rights of holders of Preferred Securities. 
 “Preferred Securities Guarantee” means any guarantee agreement executed by the Company with respect to the Preferred Securities issued by a MetLife Trust pursuant to which the Company agrees to
pay the guarantee payments under any such guarantee agreement to the holders of such Preferred Securities. 
 “Property
Trustee” has the meaning set forth in the Declaration of the applicable MetLife Trust. 

  
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 “Redemption Date,” when used with respect to any Security to be redeemed, means
the date fixed for such redemption by or pursuant to this Indenture. 
 “Redemption Price,” when used with respect to
any Security to be redeemed, means the price at which it is to be redeemed pursuant to this Indenture. 
 “Responsible
Officer,” when used with respect to the Trustee, means the Chairman of the Board of Directors, the President, any Vice-President, the Secretary, the Treasurer, any trust officer, any corporate trust officer or any other officer or assistant
officer of the Trustee customarily performing functions similar to those performed by the Persons who at the time shall be such officers, respectively, or to whom any corporate trust matter is referred because of his or her knowledge of and
familiarity with the particular subject. 
 “Securities” has the meaning stated in the preamble of this Indenture and
more particularly means any Securities authenticated and delivered under this Indenture. 
 “Securities Act” means the
Securities Act of 1933 and any statute successor thereto, in each case as amended from time to time. 

“Securityholder,” “holder of Securities,” “registered holder,” or other similar term, means the Person or
Persons in whose name or names a particular Security shall be registered on the books of the Company kept for that purpose in accordance with the terms of this Indenture. 
 “Stated Maturity,” when used with respect to any Security or any installment of principal thereof or interest thereon, means the date specified in such Security as the fixed date on which the
principal of such Security or such installment of principal or interest is due and payable. 
 “Subsidiary” means,
with respect to any Person, (i) any corporation at least a majority of whose outstanding Voting Stock shall at the time be owned, directly or indirectly, by such Person or by one or more of its Subsidiaries or by such Person and one or more of
its Subsidiaries, (ii) any general partnership, joint venture or similar entity, at least a majority of whose outstanding partnership or similar interests shall at the time be owned by such Person, or by one or more of its Subsidiaries, or by
such Person and one or more of its Subsidiaries and (iii) any limited partnership of which such Person or any of its Subsidiaries is a general partner. 
 “Trustee” means Bank One Trust Company, N.A. and, subject to the provisions of Article Seven, shall also include its successors and assigns and, if at any time there is more than one Person
acting in such capacity hereunder, “Trustee” shall mean each such Person. The term “Trustee” as used with respect to a particular series of the Securities shall mean the trustee with respect to that series. 

“Trust Indenture Act” means the Trust Indenture Act of 1939, as amended, subject to the provisions of Sections 9.01, 9.02, and
10.01, as in effect at the date of execution of this instrument. 
 “Trust Securities” means, collectively, Common
Securities and Preferred Securities of a MetLife Trust. 
 “Voting Stock,” as applied to stock of any Person, means
shares, interests, participations or other equivalents in the equity interest (however designated) in such Person having ordinary voting power for the election of a majority of the directors (or the equivalent) of such Person, other than shares,
interests, participations or other equivalents having such power only by reason of the occurrence of a contingency. 

“Yield to Maturity” means the yield to maturity on a series of securities calculated at the time of issuance of such series or,
if applicable, of the most recent redetermination of interest on such series, and calculated in accordance with accepted financial practice. 

  
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 ARTICLE II 
 DESCRIPTION, TERMS, EXECUTION, 
 REGISTRATION AND EXCHANGE OF SECURITIES 

SECTION 2.01 Designation and Terms of Securities. 
 (a) The aggregate principal amount of Securities that may be authenticated and delivered under this Indenture is unlimited. The Securities may be issued in one or more series up to the aggregate principal
amount of Securities of that series from time to time authorized by or pursuant to a Board Resolution of the Company or pursuant to one or more indentures supplemental hereto. Prior to the initial issuance of Securities of any series, there shall be
established in or pursuant to a Board Resolution of the Company, and set forth in an Officers’ Certificate of the Company, or established in one or more indentures supplemental hereto: 

(1) the title of the Security of the series (which shall distinguish the Securities of the series from all other
Securities); 
 (2) any limit upon the aggregate principal amount of the Securities of that series that may be
authenticated and delivered under this Indenture (except for Securities authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Securities of that series); 

(3) the price or prices at which the Company will sell the Securities; 

(4) the Stated Maturity of the Securities; 

(5) the rate or rates at which the Securities of the series shall bear interest or the manner of calculation of such rate
or rates, if any; 
 (6) the date or dates from which such interest shall accrue, the Interest Payment Dates on
which such interest will be payable or the manner of determination of such Interest Payment Dates and the record date for the determination of holders to whom interest is payable on any such Interest Payment Dates; 

(7) the right, if any, to extend the interest payment periods and the duration of any such Deferral Period, including the
maximum consecutive period during which interest payment periods may be extended; 
 (8) if the amount of
principal of or any premium or interest on any Securities of the series may be determined with reference to any index, formula, or other method, such as one or more currencies, commodities, equity indices or other indices, and the manner in which
such amounts shall be determined; 
 (9) the place or places where the principal of and any premium and interest
on any Securities of the series shall be payable; 
 (10) the period or periods within which, the price or prices
at which and the terms and conditions upon which, Securities of the series may be redeemed, in whole or in part, at the option of the Company; 
 (11) the obligation, if any, of the Company to redeem, repay or purchase Securities of the series pursuant to any sinking fund or analogous provisions (including payments made in cash in participation of
future sinking fund obligations) or at the option of a holder thereof and the period or periods within which, the price or prices at which, and the terms and conditions upon which, Securities of the series shall be redeemed, repaid or purchased, in
whole or in part, pursuant to such obligation; 
 (12) if other than denominations of one thousand U.S. dollars
($1,000) or any integral multiple thereof, the denominations in which the Securities of the series shall be issuable; 
 (13) if other than the full principal amount thereof, the portion or, methods of determining the portion, of the principal amount of Securities of the series which shall be payable upon declaration of
acceleration of the maturity thereof pursuant to Section 6.01; 
  

  
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 (14) if other than the currency of the United States of America, the
currency, currencies or currency units in which the principal of or any premium or interest on any Securities of the series shall be payable and the manner of determining the equivalent thereof in the currency of the United States of America for any
purpose, including for purposes of the definition of “Outstanding” in Section 1.01; 
 (15)
provisions granting special rights to holders of the Securities upon the occurrence of specific events; 
 (16)
any deletions from, modifications of or additions to the Events of Default or the Company’s covenants provided for with respect to the Securities of the series; 

(17) if applicable, that the Securities of the series, in whole or any specified part, shall be defeasible pursuant to
Section 13.02 or Section 13.03 or both such Sections and, if other than by a Board Resolution, the manner in which any election by the Company to defease such Securities shall be evidenced; 

(18) whether the Securities will be convertible into shares of common stock or other securities or property of the Company
and, if so, the terms and conditions upon which such Securities will be so convertible, including the conversion price and the conversion period; 
 (19) whether the Securities are issuable as a Global Security and, in such case, the identity for the Depositary for such series and the terms and conditions upon which Global Securities may be exchanged
for certificated debt securities; 
 (20) any special tax implications of the Securities of the series, including
any provisions for Original Issue Discount Securities, if offered; 
 (21) any change in the right of the Trustee
or the requisite holders of such Securities to declare the principal amount thereof due and payable pursuant to Section 6.01; 
 (22) any trustees, authenticating or Paying Agents, transfer agents or registrars or other agents with respect to the Securities; and 

(23) any other terms of the series (which terms shall not be inconsistent with the provisions of this Indenture, except as
permitted by Section 9.01(11)), but which may modify or delete any provision of this Indenture with respect to such series, provided that no such term may modify or delete any provision hereof if imposed by the Trust Indenture Act, and
provided, further that any modification or deletion of the rights, duties or immunities of the Trustee hereunder shall have been consented to in writing by the Trustee). 
 All Securities of any one series shall be substantially identical except as to denomination and except as may otherwise be provided in or pursuant to any such Board Resolution or in any indentures
supplemental hereto. 
 If any of the terms of the series are established by action taken pursuant to a Board Resolution of the
Company, a copy of an appropriate record of such action shall be certified by the Secretary or an Assistant Secretary of the Company and delivered to the Trustee at or prior to the delivery of the Officers’ Certificate of the Company setting
forth the terms of the series. 
 Securities of any particular series may be issued at various times, with different dates on
which the principal or any installment of principal is payable, with different rates of interest, if any, or different methods by which rates of interest may be determined, with different dates on which such interest may be payable and with
different redemption dates. 

  
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 SECTION 2.02 Form of Securities and Trustee’s Certificate. 

The Securities of any series and the Trustee’s certificate of authentication to be borne by such Securities shall be substantially of
the tenor and purport as set forth in one or more indentures supplemental hereto or as provided in a Board Resolution of the Company and as set forth in an Officers’ Certificate of the Company and may have such letters, numbers or other marks
of identification or designation and such legends or endorsements printed, lithographed or engraved thereon as the Company may deem appropriate and as are not inconsistent with the provisions of this Indenture, or as may be required to comply with
any law or with any rule or regulation made pursuant thereto or with any rule or regulation of any stock exchange on which Securities of that series may be listed, or to conform to usage. 

SECTION 2.03 Denominations; Provisions for Payment. 
 The Securities shall be issuable as registered Securities and in the denominations of one thousand U.S. dollars ($1,000) or any integral multiple thereof, subject to Section 2.01(11). The Securities
of a particular series shall bear interest payable on the dates and at the rate specified with respect to that series. Unless otherwise provided pursuant to Section 2.01, the principal of and the interest on the Securities of any series, as
well as any premium thereon in case of redemption thereof prior to maturity, shall be payable in the coin or currency of the United States of America that at the time is legal tender for public and private debt, at the office or agency of the
Company maintained for that purpose in the Borough of Manhattan, the City and State of New York. Each Security shall be dated the date of its authentication. Interest on the Securities shall be computed on the basis of a 360-day year composed of
twelve 30-day months. 
 The interest installment on any Security that is payable, and is punctually paid or duly provided for,
on any Interest Payment Date for Securities of that series shall be paid to the Person in whose name said Security (or one or more Predecessor Securities) is registered at the close of business on the regular record date for such interest
installment. In the event that any Security of a particular series or portion thereof is called for redemption and the redemption date is subsequent to a regular record date with respect to any Interest Payment Date and prior to such Interest
Payment Date, interest on such Security will be paid upon presentation and surrender of such Security as provided in Section 3.03. 
 Except as otherwise specified with respect to a series of Securities in accordance with the provisions of Section 2.01, any interest on any Security that is payable, but is not punctually paid or
duly provided for, on any Interest Payment Date for Securities of the same series (herein called “Defaulted Interest”) shall forthwith cease to be payable to the registered holder on the relevant regular record date by virtue of having
been such holder; and such Defaulted Interest shall be paid by the Company, at its election, as provided in clause (1) or clause (2) below: 
 (1) The Company may make payment of any Defaulted Interest on Securities to the Persons in whose names such Securities (or their respective Predecessor Securities) are registered at the close of business
on a special record date for the payment of such Defaulted Interest, which shall be fixed in the following manner: the Company shall notify the Trustee in writing of the amount of Defaulted Interest proposed to be paid on each such Security and the
date of the proposed payment, and at the same time the Company shall deposit with the Trustee an amount of money equal to the aggregate amount proposed to be paid in respect of such Defaulted Interest or shall make arrangements satisfactory to the
Trustee for such deposit prior to the date of the proposed payment, such money when deposited to be held in trust for the benefit of the Persons entitled to such Defaulted Interest as in this clause provided. Thereupon the Trustee shall fix a
special record date for the payment of such Defaulted Interest which shall not be more than 15 nor less than 10 days prior to the date of the proposed payment and not less than 10 days after the receipt by the Trustee of the notice of the proposed
payment. The Trustee shall promptly notify the Company of such special record date and, in the name and at the expense of the Company, shall cause notice of the proposed payment of such Defaulted Interest and the special record date therefor to be
mailed, first class postage prepaid, to each Securityholder at his or her address as it appears in the Security Register (as hereinafter defined), not less than 10 days prior to such special record date. Notice of the proposed payment of such
Defaulted Interest and the special record date therefor having been mailed as aforesaid, such Defaulted Interest shall be paid to the Persons in whose names such Securities (or their respective Predecessor Securities) are registered on such special
record date and shall be no longer payable pursuant to the following clause (2). 

  
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 (2) The Company may make payment of any Defaulted Interest on any Securities
in any other lawful manner not inconsistent with the requirements of any securities exchange on which such Securities may be listed, and upon such notice as may be required by such exchange, if, after notice given by the Company to the Trustee of
the proposed payment pursuant to this clause, such manner of payment shall be deemed practicable by the Trustee. 
 Unless
otherwise set forth in a Board Resolution of the Company or one or more indentures supplemental hereto establishing the terms of any series of Securities pursuant to Section 2.01 hereof, the term “regular record date” as used in this
Section with respect to a series of Securities with respect to any Interest Payment Date for such series shall mean either the fifteenth day of the month immediately preceding the month in which an Interest Payment Date established for such series
pursuant to Section 2.01 hereof shall occur, if such Interest Payment Date is the first day of a month, or the last day of the month immediately preceding the month in which an Interest Payment Date established for such series pursuant to
Section 2.01 hereof shall occur, if such Interest Payment Date is the fifteenth day of a month, whether or not such date is a Business Day. 
 Subject to the foregoing provisions of this Section, each Security of a series delivered under this Indenture upon transfer of or in exchange for or in lieu of any other Security of such series shall
carry the rights to interest accrued and unpaid, and to accrue, that were carried by such other Security. 
 SECTION 2.04
Execution and Authentications. 
 The Securities shall be signed on behalf of the Company by its President, or one of its Vice
Presidents, or its Treasurer, or one of its Assistant Treasurers, or its Secretary, or one of its Assistant Secretaries, under its corporate seal attested by its Secretary or one of its Assistant Secretaries. Signatures may be in the form of a
manual or facsimile signature. The Company may use the facsimile signature of any Person who shall have been a President or Vice President thereof, or of any Person who shall have been a Secretary or Assistant Secretary thereof, notwithstanding the
fact that at the time the Securities shall be authenticated and delivered or disposed of such Person shall have ceased to be the President or a Vice President, or the Secretary or an Assistant Secretary, of the Company. The seal of the Company may
be in the form of a facsimile of such seal and may be impressed, affixed, imprinted or otherwise reproduced on the Securities. The Securities may contain such notations, legends or endorsements required by law, stock exchange rule or usage. Each
Security shall be dated the date of its authentication by the Trustee. 
 A Security shall not be valid until authenticated
manually by an authorized signatory of the Trustee, or by an Authenticating Agent. Such signature shall be conclusive evidence that the Security so authenticated has been duly authenticated and delivered hereunder and that the holder is entitled to
the benefits of this Indenture. 
 At any time and from time to time after the execution and delivery of this Indenture, the
Company may deliver Securities of any series executed by the Company to the Trustee for authentication, together with a written order of the Company for the authentication and delivery of such Securities, signed by its President or any Vice
President and its Secretary or any Assistant Secretary, and the Trustee in accordance with such written order shall authenticate and deliver such Securities. 
 In authenticating such Securities and accepting the additional responsibilities under this Indenture in relation to such Securities, the Trustee shall be entitled to receive, and (subject to
Section 7.01) shall be fully protected in relying upon, an Opinion of Counsel stating that the form and terms thereof have been established in conformity with the provisions of this Indenture. 

The Trustee shall not be required to authenticate such Securities if the issue of such Securities pursuant to this Indenture will affect
the Trustee’s own rights, duties or immunities under the Securities and this Indenture or otherwise in a manner that is not reasonably acceptable to the Trustee. 
 SECTION 2.05 Registration of Transfer and Exchange. 
 (a) Securities of any series
may be exchanged upon presentation thereof at the office or agency of the Company designated for such purpose in the Borough of Manhattan, the City and State of New York, for other Securities of such series of authorized denominations, and for a
like aggregate principal amount, upon payment of a sum sufficient to cover any tax or other governmental charge in relation thereto, all as provided in this Section. In respect of any Securities so surrendered for exchange, the Company shall
execute, the Trustee shall authenticate and such office or agency shall deliver in exchange therefor the Security or Securities of the same series that the Securityholder making the exchange shall be entitled to receive, bearing numbers not
contemporaneously outstanding. 

  
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 (b) The Company shall keep, or cause to be kept, at its office or agency designated for such
purpose in the Borough of Manhattan, the City and State of New York, or such other location designated by the Company a register or registers (herein referred to as the “Security Register”) in which, subject to such reasonable regulations
as it may prescribe, the Company shall register the Securities and the transfers of Securities as in this Article provided and which at all reasonable times shall be open for inspection by the Trustee. The registrar for the purpose of registering
Securities and transfer of Securities as herein provided shall be appointed as authorized by Board Resolution (the “Security Registrar”). 
 Upon surrender for transfer of any Security at the office or agency of the Company designated for such purpose, the Company shall execute, the Trustee shall authenticate and such office or agency shall
deliver in the name of the transferee or transferees a new Security or Securities of the same series as the Security presented for a like aggregate principal amount. 
 All Securities presented or surrendered for exchange or registration of transfer, as provided in this Section, shall be accompanied (if so required by the Company or the Security Registrar) by a written
instrument or instruments of transfer, in form satisfactory to the Company or the Security Registrar, duly executed by the registered holder or by such holder’s duly authorized attorney in writing. 

(c) No service charge shall be made for any exchange or registration of transfer of Securities, or issue of new Securities in case of
partial redemption of any series, but the Company may require payment of a sum sufficient to cover any tax or other governmental charge in relation thereto, other than exchanges pursuant to Section 2.06, the second paragraph of
Section 3.03 and Section 9.04 not involving any transfer. 
 (d) The Company shall not be required (i) to issue,
exchange or register the transfer of any Securities during a period beginning at the opening of business 15 days before the day of the mailing of a notice of redemption of less than all the Outstanding Securities of the same series and ending at the
close of business on the day of such mailing, nor (ii) to register the transfer of or exchange any Securities of any series or portions thereof called for redemption. The provisions of this Section 2.05 are, with respect to any Global
Security, subject to Section 2.11 hereof. 
 SECTION 2.06 Temporary Securities. 

Pending the preparation of definitive Securities of any series, the Company may execute, and the Trustee shall authenticate and deliver,
temporary Securities (printed, lithographed or typewritten) of any authorized denomination. Such temporary Securities shall be substantially in the form of the definitive Securities in lieu of which they are issued, but with such omissions,
insertions and variations as may be appropriate for temporary Securities, all as may be determined by the Company. Every temporary Security of any series shall be executed by the Company and be authenticated by the Trustee upon the same conditions
and in substantially the same manner, and with like effect, as the definitive Securities of such series. Without unnecessary delay the Company will execute and will furnish definitive Securities of such series and thereupon any or all temporary
Securities of such series may be surrendered in exchange therefor (without charge to the holders), at the office or agency of the Company designated for the purpose in the Borough of Manhattan, the City and State of New York, and the Trustee shall
authenticate and such office or agency shall deliver in exchange for such temporary Securities an equal aggregate principal amount of definitive Securities of such series, unless the Company advises the Trustee to the effect that definitive
Securities need not be executed and furnished until further notice from the Company. Until so exchanged, the temporary Securities of such series shall be entitled to the same benefits under this Indenture as definitive Securities of such series
authenticated and delivered hereunder. 
 SECTION 2.07 Mutilated, Destroyed, Lost or Stolen Securities. 

In case any temporary or definitive Security shall become mutilated or be destroyed, lost or stolen, the Company (subject to the next
succeeding sentence) shall execute, and upon the Company’s request the Trustee (subject as aforesaid) shall authenticate and deliver, a new Security of the same series, bearing a number not contemporaneously outstanding, in exchange and
substitution for the mutilated Security, or in lieu of and in substitution for the Security so destroyed, lost or stolen. In every case the applicant for a substituted Security shall furnish to the Company and the Trustee such


  
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security or indemnity as may be required by them to save each of them harmless, and, in every case of destruction, loss or theft, the applicant shall also furnish to the Company and the Trustee
evidence to their satisfaction of the destruction, loss or theft of the applicant’s Security and of the ownership thereof. The Trustee may authenticate any such substituted Security and deliver the same upon the written request or authorization
of any officer of the Company. Upon the issuance of any substituted Security, the Company may require the payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation thereto and any other expenses
(including the fees and expenses of the Trustee) connected therewith. In case any Security that has matured or is about to mature shall become mutilated or be destroyed, lost or stolen, the Company may, instead of issuing a substitute Security, pay
or authorize the payment of the same (without surrender thereof except in the case of a mutilated Security) if the applicant for such payment shall furnish to the Company and the Trustee such security or indemnity as they may require to save them
harmless, and, in case of destruction, loss or theft, evidence to the satisfaction of the Company and the Trustee of the destruction, loss or theft of such Security and of the ownership thereof. 

Every replacement Security issued pursuant to the provisions of this Section shall constitute an additional contractual obligation of the
Company whether or not the mutilated, destroyed, lost or stolen Security shall be found at any time, or be enforceable by anyone, and shall be entitled to all the benefits of this Indenture equally and proportionately with any and all other
Securities of the same series duly issued hereunder. All Securities shall be held and owned upon the express condition that the foregoing provisions are exclusive with respect to the replacement or payment of mutilated, destroyed, lost or stolen
Securities, and shall preclude (to the extent lawful) any and all other rights or remedies, notwithstanding any law or statute existing or hereafter enacted to the contrary with respect to the replacement or payment of negotiable instruments or
other securities without their surrender. 
 SECTION 2.08 Cancellation. 

All Securities surrendered for the purpose of payment, redemption, exchange or registration of transfer shall, if surrendered to the
Company or any Paying Agent, be delivered to the Trustee for cancellation, or, if surrendered to the Trustee, shall be canceled by it, and no Securities shall be issued in lieu thereof except as expressly required or permitted by any of the
provisions of this Indenture. On request of the Company at the time of such surrender, the Trustee shall deliver to the Company canceled Securities held by the Trustee. In the absence of such request the Trustee may dispose of canceled Securities in
accordance with its standard procedures and deliver a certificate of disposition to the Company. If the Company shall otherwise acquire any of the Securities, however, such acquisition shall not operate as a redemption or satisfaction of the
indebtedness represented by such Securities unless and until the same are delivered to the Trustee for cancellation. 
 SECTION
2.09 Benefits of Indenture. 
 Nothing in this Indenture or in the Securities, express or implied, shall give or be construed to
give to any Person, other than the parties hereto and the holders of the Securities any legal or equitable right, remedy or claim under or in respect of this Indenture, or under any covenant, condition or provision herein contained; all such
covenants, conditions and provisions being for the sole benefit of the parties hereto and of the holders of the Securities. 

SECTION 2.10 Authenticating Agent. 
 So long as any of the Securities of any series remain Outstanding there may be an Authenticating Agent for any or all such series of Securities which the Trustee shall have the right to appoint. Said
Authenticating Agent shall be authorized to act on behalf of the Trustee to authenticate Securities of such series issued upon exchange, transfer or partial redemption thereof, and Securities so authenticated shall be entitled to the benefits of
this Indenture and shall be valid and obligatory for all purposes as if authenticated by the Trustee hereunder. All references in this Indenture to the authentication of Securities by the Trustee shall be deemed to include authentication by an
Authenticating Agent for such series. Each Authenticating Agent shall be acceptable to the Company and shall be a corporation that has a combined capital and surplus, as most recently reported or determined by it, sufficient under the laws of any
jurisdiction under which it is organized or in which it is doing business to conduct a trust business, and that is otherwise authorized under such laws to conduct such business and is subject to supervision or examination by federal or state
authorities. If at any time any Authenticating Agent shall cease to be eligible in accordance with these provisions, it shall resign immediately. 

  
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 Any Authenticating Agent may at any time resign by giving written notice of resignation to
the Trustee and to the Company. The Trustee may at any time (and upon request by the Company shall) terminate the agency of any Authenticating Agent by giving written notice of termination to such Authenticating Agent and to the Company. Upon
resignation, termination or cessation of eligibility of any Authenticating Agent, the Trustee may appoint an eligible successor Authenticating Agent acceptable to the Company. Any successor Authenticating Agent, upon acceptance of its appointment
hereunder, shall become vested with all the rights, powers and duties of its predecessor hereunder as if originally named as an Authenticating Agent pursuant hereto. 
 SECTION 2.11 Global Securities. 
 (a) If the Company shall establish pursuant to
Section 2.01 that the Securities of a particular series are to be issued as a Global Security, then the Company shall execute and the Trustee shall, in accordance with Section 2.04, authenticate and deliver, a Global Security that
(i) shall represent, and shall be denominated in an amount equal to the aggregate principal amount of, all of the Outstanding Securities of such series, (ii) shall be registered in the name of the Depositary or its nominee,
(iii) shall be delivered by the Trustee to the Depositary or pursuant to the Depositary’s instruction and (iv) shall bear a legend substantially to the following effect: “Except as otherwise provided in Section 2.11 of the
Indenture, this Security may be transferred, in whole but not in part, only to another nominee of the Depositary or to a successor Depositary or to a nominee of such successor Depositary.” 

(b) Notwithstanding the provisions of Section 2.05, the Global Security of a series may be transferred, in whole but not in part and
in the manner provided in Section 2.05, only to another nominee of the Depositary for such series, or to a successor Depositary for such series selected or approved by the Company or to a nominee of such successor Depositary. 

(c) If at any time the Depositary for a series of the Securities notifies the Company that it is unwilling or unable to continue as
Depositary for such series or if at any time the Depositary for such series shall no longer be registered or in good standing under the Exchange Act, or other applicable statute or regulation, and a successor Depositary for such series is not
appointed by the Company within 90 days after the Company receives such notice or becomes aware of such condition, as the case may be, this Section 2.11 shall no longer be applicable to the Securities of such series and the Company will
execute, and subject to Section 2.05, the Trustee will authenticate and deliver the Securities of such series in definitive registered form without coupons, in authorized denominations, and in an aggregate principal amount equal to the
principal amount of the Global Security of such series in exchange for such Global Security. In addition, the Company may at any time determine that the Securities of any series shall no longer be represented by a Global Security and that the
provisions of this Section 2.11 shall no longer apply to the Securities of such series. In such event the Company will execute and subject to Section 2.05, the Trustee, upon receipt of an Officers’ Certificate evidencing such
determination by the Company, will authenticate and deliver the Securities of such series in definitive registered form without coupons, in authorized denominations, and in an aggregate principal amount equal to the principal amount of the Global
Security of such series in exchange for such Global Security. Upon the exchange of the Global Security for such Securities in definitive registered form without coupons, in authorized denominations, the Global Security shall be canceled by the
Trustee. Such Securities in definitive registered form issued in exchange for the Global Security pursuant to this Section 2.11(c) shall be registered in such names and in such authorized denominations as the Depositary, pursuant to
instructions from its direct or indirect participants or otherwise, shall instruct the Trustee. The Trustee shall deliver such Securities to the Depositary for delivery to the Persons in whose names such Securities are so registered. 

ARTICLE III 

REDEMPTION OF SECURITIES AND SINKING FUND PROVISIONS 
 SECTION 3.01 Redemption. 
 The Company may redeem the Securities of any series
issued hereunder on and after the dates and in accordance with the terms established for such series pursuant to Section 2.01 hereof. 

  
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 SECTION 3.02 Notice of Redemption. 

(a) In case the Company shall desire to exercise such right to redeem all or, as the case may be, a portion of the Securities of any
series in accordance with the right reserved so to do, the Company shall, or shall cause the Trustee to, give notice of such redemption to holders of the Securities of such series to be redeemed by mailing, first class postage prepaid, a notice of
such redemption not less than 30 days and not more than 90 days before the date fixed for redemption of that series to such holders at their last addresses as they shall appear upon the Security Register unless a shorter period is specified in the
Securities to be redeemed. Any notice that is mailed in the manner herein provided shall be conclusively presumed to have been duly given, whether or not the registered holder receives the notice. In any case, failure duly to give such notice to the
holder of any Security of any series designated for redemption in whole or in part, or any defect in the notice, shall not affect the validity of the proceedings for the redemption of any other Securities of such series or any other series. In the
case of any redemption of Securities prior to the expiration of any restriction on such redemption provided in the terms of such Securities or elsewhere in this Indenture, the Company shall furnish the Trustee with an Officers’ Certificate
evidencing compliance with any such restriction. 
 Each such notice of redemption shall specify the date fixed for redemption
and the redemption price at which Securities of that series are to be redeemed, and shall state that payment of the redemption price of such Securities to be redeemed will be made at the office or agency of the Company in the Borough of Manhattan,
the City and State of New York, upon presentation and surrender of such Securities, that interest accrued to the date fixed for redemption will be paid as specified in said notice, that from and after said date interest will cease to accrue and that
the redemption is for a sinking fund, if such is the case. If less than all the Securities of a series are to be redeemed, the notice to the holders of Securities of that series to be redeemed in whole or in part shall specify the particular
Securities to be so redeemed. In case any Security is to be redeemed in part only, the notice that relates to such Security shall state the portion of the principal amount thereof to be redeemed, and shall state that on and after the redemption
date, upon surrender of such Security, a new Security or Securities of such series in principal amount equal to the unredeemed portion thereof will be issued. 
 (b) If less than all the Securities of a series are to be redeemed, the Company shall give the Trustee at least 45 days’ notice in advance of the date fixed for redemption as to the aggregate
principal amount of Securities of the series to be redeemed, and thereupon the Trustee shall select, by lot or in such other manner as it shall deem appropriate and fair in its discretion and that may provide for the selection of a portion or
portions (equal to one thousand U.S. dollars ($1,000) or any integral multiple thereof) of the principal amount of such Securities of a denomination larger than $1,000, the Securities to be redeemed and shall thereafter promptly notify the Company
in writing of the numbers of the Securities to be redeemed, in whole or in part. 
 The Company may, if and whenever it shall so
elect, by delivery of instructions signed on its behalf by its President or any Vice President, instruct the Trustee or any Paying Agent to call all or any part of the Securities of a particular series for redemption and to give notice of redemption
in the manner set forth in this Section, such notice to be in the name of the Company or its own name as the Trustee or such Paying Agent may deem advisable. In any case in which notice of redemption is to be given by the Trustee or any such Paying
Agent, the Company shall deliver or cause to be delivered to, or permit to remain with, the Trustee or such Paying Agent, as the case may be, such Security Register, transfer books or other records, or suitable copies or extracts therefrom,
sufficient to enable the Trustee or such Paying Agent to give any notice by mail that may be required under the provisions of this Section. 
 SECTION 3.03 Payment upon Redemption. 
 (a) If the giving of notice of redemption
shall have been completed as above provided, the Securities or portions of Securities of the series to be redeemed specified in such notice shall become due and payable on the date and at the place stated in such notice at the applicable redemption
price, together with interest accrued to the date fixed for redemption and interest on such Securities or portions of Securities shall cease to accrue on and after the date fixed for redemption, unless the Company shall default in the payment of
such redemption price and accrued interest with respect to any such Security or portion thereof. On presentation and surrender of such Securities on or after the date fixed for redemption at the place of payment specified in the notice, said
Securities shall be paid and redeemed at the applicable redemption price for such series, together with interest accrued thereon to the date fixed for redemption (but if the date fixed for redemption is an interest payment date, the interest
installment payable on such date shall be payable to the registered holder at the close of business on the applicable record date pursuant to Section 2.03). 

  
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 (b) Upon presentation of any Security of such series that is to be redeemed in part only,
the Company shall execute and the Trustee shall authenticate and the office or agency where the Security is presented shall deliver to the holder thereof, at the expense of the Company, a new Security of the same series of authorized denominations
in principal amount equal to the unredeemed portion of the Security so presented. 
 SECTION 3.04 Sinking Fund. 

The provisions of Sections 3.04, 3.05 and 3.06 shall be applicable to any sinking fund for the retirement of Securities of a series,
except as otherwise specified as contemplated by Section 2.01 for Securities of such series. 
 The minimum amount of any
sinking fund payment provided for by the terms of Securities of any series is herein referred to as a “mandatory sinking fund payment,” and any payment in excess of such minimum amount provided for by the terms of Securities of any series
is herein referred to as an “optional sinking fund payment”. If provided for by the terms of Securities of any series, the cash amount of any sinking fund payment may be subject to reduction as provided in Section 3.05. Each sinking
fund payment shall be applied to the redemption of Securities of any series as provided for by the terms of Securities of such series. 
 SECTION 3.05 Satisfaction of Sinking Fund Payments with Securities. 
 The Company
(i) may deliver Outstanding Securities of a series (other than any Securities previously called for redemption) and (ii) may apply as a credit Securities of a series that have been redeemed either at the election of the Company pursuant to
the terms of such Securities or through the application of permitted optional sinking fund payments pursuant to the terms of such Securities, in each case in satisfaction of all or any part of any sinking fund payment with respect to the Securities
of such series required to be made pursuant to the terms of such Securities as provided for by the terms of such series, provided that such Securities have not been previously so credited. Such Securities shall be received and credited for such
purpose by the Trustee at the redemption price specified in such Securities for redemption through operation of the sinking fund and the amount of such sinking fund payment shall be reduced accordingly. 

SECTION 3.06 Redemption of Securities for Sinking Fund. 
 Not less than 45 days prior to each sinking fund payment date for any series of Securities, the Company will deliver to the Trustee an Officers’ Certificate specifying the amount of the next ensuing
sinking fund payment for that series pursuant to the terms of the series, the portion thereof, if any, that is to be satisfied by delivering and crediting Securities of that series pursuant to Section 3.05 and the basis for such credit and
will, together with such Officers’ Certificate, deliver to the Trustee any Securities to be so delivered. Not less than 30 days before each such sinking fund payment date the Trustee shall select the Securities to be redeemed upon such sinking
fund payment date in the manner specified in Section 3.02 and cause notice of the redemption thereof to be given in the name of and at the expense of the Company in the manner provided in Section 3.02. Such notice having been duly given,
the redemption of such Securities shall be made upon the terms and in the manner stated in Section 3.03. 
 ARTICLE IV

 CERTAIN COVENANTS 
 SECTION 4.01 Payment of Principal, Premium and Interest. 
 (a) The Company shall
pay or cause to be paid the principal of and premium, if any, and interest (including interest accruing during any Deferral Period) on the Securities on or prior to the dates and in the manner provided in such Securities or pursuant to this
Indenture. An installment of principal, premium, if any, or interest shall be considered paid on the applicable due date if on such date the Trustee or the Paying Agent holds, in accordance with this Indenture, money sufficient to pay all of such
installment then due. 

  
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 (b) Notwithstanding the provisions of Section 4.01(a) or any other provision herein to
the contrary, the Company shall have the right, as provided in an Officer’s Certificate or Supplemental Indenture issued pursuant to Section 2.01, in its sole and absolute discretion at any time and from time to time while the Securities
of any series are outstanding, so long as no Event of Default with respect to such series of Securities has occurred and is continuing, to defer payments of interest by extending the interest payment period for such series of Securities for the
maximum consecutive period, if any, specified for such series of Securities, provided that such Deferral Period (or any extension thereof) may not extend beyond the Stated Maturity date or Redemption Date of any Security of such series, and must end
on an Interest Payment Date or, if the Securities are redeemed, on an Interest Payment Date or the Redemption Date for such Securities, and provided further that at the end of each Deferral Period the Company shall pay all interest then accrued and
unpaid (together with interest thereon to the extent permitted by applicable law at the rate accruing on such Securities). Prior to the termination of a Deferral Period, the Company may shorten or may further extend the interest payment period for
such series of Securities, provided that such Deferral Period together with all such previous and further extensions may not exceed the maximum consecutive period specified for such series of Securities, end on a date other than an Interest Payment
Date or extend beyond the Stated Maturity date or Redemption Date of any Security of such series. The Company shall give the Trustee written notice of the Company’s election to begin a Deferral Period for any series of Securities and any
shortening or extension thereof at least five Business Days prior to the earlier of (i) the date the interest on such Securities or distributions on the related Preferred Securities are payable or (ii) the date the trustees of a MetLife
Trust are required to give notice to holders of Preferred Securities of such MetLife Trust of the record date or the date such distributions are payable, but in any event not less than five Business Days prior to such record date. The Company shall
give or cause the Trustee to give notice (a form of which shall be provided by the Company to the Trustee) of the Company’s election to begin a Deferral Period to the Holders by first class mail, postage prepaid. 

SECTION 4.02 Maintenance of Office or Agency. 
 So long as any series of the Securities remain Outstanding, the Company agrees to maintain an office or agency in the Borough of Manhattan, the City and State of New York, with respect to each such series
and at such other location or locations as may be designated as provided in this Section 4.02, where (i) Securities of that series may be presented for payment, (ii) Securities of that series may be presented as hereinabove authorized
for registration of transfer and exchange, and (iii) notices and demands to or upon the Company in respect of the Securities of that series and this Indenture may be given or served, such designation to continue with respect to such office or
agency until the Company shall, by written notice signed by its President or a Vice President and delivered to the trustee, designate some other office or agency for such purposes or any of them. If at any time the Company shall fail to maintain any
such required office or agency or shall fail to furnish the Trustee with the address thereof, such presentations, notices and demands may be made or served at the Corporate Trust Office of the Trustee, and the Company hereby appoints the Trustee as
its agent to receive all such presentations, notices and demands. 
 The Company may also from time to time designate one or
more other offices or agencies where the Securities of one or more series may be presented or surrendered for any or all such purposes and may from time to time rescind such designations; provided, however, that no such designation or rescission
shall in any manner relieve the Company of its obligation to maintain an office or agency in each Place of Payment for Securities of any series for such purposes. The Company will give prompt written notice to the Trustee of any such designation or
rescission and of any change in the location of any such other office or agency. 
 SECTION 4.03 Paying Agents. 

(a) If the Company shall appoint one or more Paying Agents for all or any series of the Securities, other than the Trustee, the Company
will cause each such Paying Agent to execute and deliver to the Trustee an instrument in which such agent shall agree with the Trustee, subject to the provisions of this Section: 

(1) that it will hold all sums held by it as such agent for the payment of the principal of and premium, if any or
interest on the Securities of that series (whether such sums have been paid to it by the Company or by any other obligor of such Securities) in trust for the benefit of the Persons entitled thereto; 

(2) that it will give the Trustee notice of any failure by the Company (or by any other obligor of such Securities) to
make any payment of the principal of and premium, if any or interest on the Securities of that series when the same shall be due and payable; 

  
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 (3) that it will, at any time during the continuance of any failure referred
to in the preceding paragraph (a)(2) above, upon the written request of the Trustee, forthwith pay to the Trustee all sums so held in trust by such Paying Agent; and 

(4) that it will perform all other duties of Paying Agent as set forth in this Indenture. 

(b) If the Company shall act as its own Paying Agent with respect to any series of the Securities, it will on or before each due date of
the principal of, and premium, if any, or interest on Securities of that series, set aside, segregate and hold in trust for the benefit of the Persons entitled thereto a sum sufficient to pay such principal, and premium, if any, or interest so
becoming due on Securities of that series until such sums shall be paid to such Persons or otherwise disposed of as herein provided and will promptly notify the Trustee of such action, or any failure (by it or any other obligor on such Securities)
to take such action. Whenever the Company shall have one or more Paying Agents for any series of Securities, it will, prior to each due date of the principal of, and premium, if any, or interest on any Securities of that series, deposit with the
Paying Agent a sum sufficient to pay the principal, and premium, if any, or interest so becoming due, such sum to be held in trust for the benefit of the Persons entitled to such principal, premium or interest, and (unless such Paying Agent is the
Trustee) the Company will promptly notify the Trustee of this action or failure so to act. 
 (c) Notwithstanding anything in
this Section to the contrary, (i) the agreement to hold sums in trust as provided in this Section is subject to the provisions of Section 11.05, and (ii) the Company may at any time, for the purpose of obtaining the satisfaction and
discharge of this Indenture or for any other purpose, pay, or direct any Paying Agent to pay, to the Trustee all sums held in trust by the Company or such Paying Agent, such sums to be held by the Trustee upon the same terms and conditions as those
upon which such sums were held by the Company or such Paying Agent; and, upon such payment by any Paying Agent to the Trustee, such Paying Agent shall be released from all further liability with respect to such money. 

(d) Except as otherwise specified with respect to a series of Securities in accordance with the provisions of Section 2.01, any
money or Government Obligations deposited with the Trustee or any Paying Agent, or then held by the Company, in trust for the payment of the principal of or any premium or interest on any Security of any series and remaining unclaimed for two years
after such principal, premium or interest has become due and payable shall be paid to the Company at its option at the request of the Company, or (if then held by the Company) shall be discharged from such trust; and the holder of such Security
shall thereafter, as an unsecured general creditor, look only to the Company for payment thereof, and all liability of the Trustee or such Paying Agent with respect to such trust money, and all liability of the Company as trustee thereof, shall
thereupon cease; provided, however, that the Trustee or such Paying Agent, before being required to make any such repayment, may at the expense of the Company cause to be published once, in a newspaper published in the English language, customarily
published on each Business Day and of general circulation in the Borough of Manhattan, The City of New York, notice that such money remains unclaimed and that, after a date specified therein, which shall not be less than 30 days from the date of
such publication, any unclaimed balance of such money then remaining will be repaid to the Company. 
 SECTION 4.04 Statement by
Officers as to Default. 
 The Company will deliver to the Trustee, within 120 days after the end of each fiscal year of the
Company ending after the date hereof, an Officers’ Certificate, stating whether or not to the best knowledge of the signers thereof the Company is in default in the performance and observance of any of the terms, provisions and conditions of
this Indenture (without regard to any period of grace or requirement of notice provided hereunder) and, if the Company shall be in default, specifying all such defaults and the nature and status thereof of which they may have knowledge. 

SECTION 4.05 Existence. 
 Subject to Article Ten, the Company will do or cause to be done all things necessary to preserve and keep in full force and effect its existence, rights (charter and statutory) and franchises; provided,
however, that the Company shall not be required to preserve any such right or franchise if the Board of Directors shall determine that the preservation thereof is no longer desirable in the conduct of the business of the Company and that the loss
thereof is not disadvantageous in any material respect to the holders. 

  
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 SECTION 4.06 Payment of Taxes. 

The Company will pay or discharge or cause to be paid or discharged, before the same shall become delinquent, all taxes, assessments and
governmental charges levied or imposed upon the Company or any Subsidiary or upon the income, profits or property of the Company or any Subsidiary, which, if unpaid, might by law become a lien upon the property of the Company or any Subsidiary;
provided, however, that the Company shall not be required to pay or discharge or cause to be paid or discharged any such tax, assessment or governmental charge whose amount, applicability or validity is being contested in good faith by appropriate
proceedings. 
 SECTION 4.07 Limitation on Liens on Stock of Metropolitan Life Insurance Company. 

Except as otherwise specified with respect to a series of Securities in accordance with the provisions of Section 2.01, and for so
long as any Securities are Outstanding, the Company will not, and it will not permit any Subsidiary of the Company to, at any time directly or indirectly create, assume, incur, guarantee or permit to exist any Indebtedness secured by a mortgage,
pledge, lien, security interest, or other encumbrance (any mortgage, pledge, lien, security interest or other encumbrance being hereinafter in this Section referred to as a “lien”) on the capital stock of MLIC, of any successor to
substantially all of the business of MLIC which is also a Subsidiary of the Company, or of any corporation (other than the Company) having direct or indirect control of MLIC without making effective provision whereby the Securities then Outstanding
(and, if the Company so elects, any other Indebtedness of the Company that is not subordinate to the Securities and with respect to which the governing instruments require, or pursuant to which the Company is otherwise obligated or required, to
provide such security) shall be equally and ratably secured with such secured Indebtedness so long as such other Indebtedness shall be secured. For purposes of this Section 4.07 only, “Indebtedness,” in addition to those items
specified in Section 1.01 hereof, shall include any obligation of, or any such obligation guaranteed by, any Person for the payment of amounts due under a swap agreement or other similar instrument or agreement or foreign currency hedge
exchange or similar instrument or agreement. 
 If the Company shall hereafter be required to secure the Securities equally and
ratably with any other Indebtedness pursuant to this Section, (i) the Company will promptly deliver to the Trustee an Officers’ Certificate stating that the foregoing covenant has been complied with, and an Opinion of Counsel stating that
in the opinion of such counsel the foregoing covenant has been complied with and that any instruments executed by the Company or any Subsidiary of the Company in the performance of the foregoing covenant comply with the requirements of the foregoing
covenant and (ii) the Trustee is hereby authorized to enter into an indenture or agreement supplemental hereto and to take such action, if any, as it may deem advisable to enable it to enforce the rights of the holders of the Securities so
secured. 
 SECTION 4.08 Limitations on Disposition of Stock of Metropolitan Life Insurance Company. 

Except in a transaction governed by Article Ten hereof, so long as Securities of any series are Outstanding, neither the Company nor any
of its Subsidiaries will sell or otherwise dispose of any shares of capital stock (other than preferred stock having no voting rights of any kind) of MLIC, or of any such successor to substantially all of the business of MLIC which is also a
Subsidiary of the Company, or of any corporation (other than the Company) having direct or indirect control of MLIC or any such successor. Notwithstanding the foregoing, the Company may sell or otherwise dispose of shares of capital stock of MLIC
(i) to any wholly owned subsidiary of the Company, (ii) for at least fair value (as determined by the Company’s Board of Directors acting in good faith) or (iii) to comply with an order of a court or regulatory authority of
competent jurisdiction, other than an order issued at the Company’s request or the request of any of the Company’s Subsidiaries. 
 SECTION 4.09 Covenants as to MetLife Trusts. 
 In the event Securities are issued
to a MetLife Trust or a trustee of such trust in connection with the issuance of Trust Securities of such MetLife Trust, for so long as such Trust Securities remain outstanding, the Company will covenant (i) to directly or indirectly maintain
100% ownership of the Common Securities of such MetLife Trust; provided, however, that any permitted successor of the Company under this Indenture may succeed to the Company’s ownership of such Common Securities, (ii) to use its reasonable
efforts to cause such MetLife Trust (a) to remain a statutory business trust, except in connection with the distribution of Securities to the holders of Trust Securities in liquidation of such MetLife Trust, the redemption of all of the Trust
Securities of such MetLife Trust, or certain mergers, consolidations or amalgamations, each as permitted by the Declaration of such MetLife Trust, and (b) to continue to be classified as a grantor trust for United States federal income tax
purposes and (iii) to use its reasonable efforts to cause each holder of Trust Securities to be treated as owning an undivided beneficial interest in the Securities. 

  
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 SECTION 4.10 Waiver of Certain Covenants. 

Except as otherwise specified as contemplated by Section 2.01 for Securities of such series, the Company may, with respect to the
Securities of any series, omit in any particular instance to comply with any term, provision or condition set forth in any covenant provided pursuant to Sections 2.01(16), 9.01(4) or 9.01(7) for the benefit of the holders of such series or in any of
Sections 4.06 to 4.08, inclusive, if before the time for such compliance the holders of at least a majority in aggregate principal amount of the Outstanding Securities of such series shall, by act of such holders, either waive such compliance in
such instance or generally waive compliance with such term, provision or condition, but no such waiver shall extend to or affect such term, provision or condition except to the extent so expressly waived, and, until such waiver shall become
effective, the obligations of the Company and the duties of the Trustee in respect of any such term, provision or condition shall remain in full force and effect. 
 SECTION 4.11 Appointment to Fill Vacancy in Office of Trustee. 
 The Company,
whenever necessary to avoid or fill a vacancy in the office of Trustee, will appoint, in the manner provided in Section 7.10, a Trustee, so that there shall at all times be a Trustee hereunder. 

SECTION 4.12 Compliance with Consolidation Provisions. 
 The Company will not, while any of the Securities remain Outstanding, consolidate with, or merge into, or merge into itself, or sell or convey all or substantially all of its property to any other company
unless the provisions of Article Ten hereof are complied with. 
 ARTICLE V 

SECURITYHOLDERS’ LISTS AND REPORTS BY THE COMPANY AND THE TRUSTEE 

SECTION 5.01 Company to Furnish Trustee Names and Addresses of Securityholders. 

The Company will furnish or cause to be furnished to the Trustee (a) on a monthly basis on each regular record date a list, in such
form as the Trustee may reasonably require, of the names and addresses of the holders of each series of Securities as of such regular record date, provided that the Company shall not be obligated to furnish or cause to furnish such list at any time
that the list shall not differ in any respect from the most recent list furnished to the Trustee by the Company and (b) at such other times as the Trustee may request in writing within 30 days after the receipt by the Company of any such
request, a list of similar form and content as of a date not more than 15 days prior to the time such list is furnished; provided, however, that, in either case, no such list need be furnished for any series for which the Trustee shall be the
Security Registrar. 
 SECTION 5.02 Preservation Of Information; Communications With Securityholders. 

(a) The Trustee shall preserve, in as current a form as is reasonably practicable, all information as to the names and addresses of the
holders of Securities contained in the most recent list furnished to it as provided in Section 5.01 and as to the names and addresses of holders of Securities received by the Trustee in its capacity as Security Registrar (if acting in such
capacity). 
 (b) The Trustee may destroy any list furnished to it as provided in Section 5.01 upon receipt of a new list
so furnished. 
 (c) Securityholders may communicate as provided in Section 312(b) of the Trust Indenture Act with other
Securityholders with respect to their rights under this Indenture or under the Securities. 

  
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 SECTION 5.03 Reports by the Company. 

(a) The Company covenants and agrees to file with the Trustee, within 15 days after the Company is required to file the same with the
Commission, copies of the annual reports and of the information, documents and other reports (or 
 copies of such portions of any of the
foregoing as the Commission may from time to time by rules and regulations prescribe) that the Company may be required to file with the Commission pursuant to Section 13 or Section 15(d) of the Exchange Act; or, if the Company is not
required to file information, documents or reports pursuant to either of such sections, then to file with the Trustee and the Commission, in accordance with the rules and regulations prescribed from time to time by the Commission, such of the
supplementary and periodic information, documents and reports that may be required pursuant to Section 13 of the Exchange Act, in respect of a security listed and registered on a national securities exchange as may be prescribed from time to
time in such rules and regulations. 
 (b) The Company covenants and agrees to file with the Trustee and the Commission, in
accordance with the rules and regulations prescribed from to time by the Commission, such additional information, documents and reports with respect to compliance by the Company with the conditions and covenants provided for in this Indenture as may
be required from time to time by such rules and regulations. 
 (c) The Company covenants and agrees to transmit to the
Securityholders, such summaries of any information, documents and reports required to be filed by the Company pursuant to subsections (a) and (b) of this Section as may be required by the Trust Indenture Act and the rules and regulations
prescribed from time to time by the Commission. 
 SECTION 5.04 Reports by the Trustee. 

(a) On or before July 15 in each year in which any of the Securities are Outstanding, the Trustee shall transmit by mail, first class
postage prepaid, to the Securityholders, as their names and addresses appear upon the Security Register, a brief report dated as of the preceding May 15, if and to the extent required under Section 313(a) of the Trust Indenture Act.

 (b) The Trustee shall comply with Sections 313(b) and 313(c) of the Trust Indenture Act. 

(c) A copy of each such report shall, at the time of such transmission to Securityholders, be filed by the Trustee with the Company, with
each stock exchange upon which any Securities are listed (if so listed) and also with the Commission. The Company agrees to notify the Trustee when any Securities become listed on any stock exchange. 

ARTICLE VI 

REMEDIES OF THE TRUSTEE AND SECURITYHOLDERS ON EVENT OF DEFAULT 
 SECTION 6.01 Events of Default. 
 (a) Whenever used herein with respect to
Securities of a particular series, “Event of Default” means any one or more of the following events that has occurred and is continuing, unless such event is specifically deleted or modified in accordance with Section 2.01:

 (1) the Company defaults in the payment of any installment of interest upon any of the Securities of that
series, as and when the same shall become due and payable, and continuance of such default for a period of 30 days; provided, however, that during any Deferral Period for the Securities of that series, failure to pay interest on the Securities of
that series shall not constitute a default in the payment of interest for this purpose; and, provided, further, that a valid extension of an interest payment period by the Company in accordance with the terms of any indenture supplemental hereto,
shall not constitute a default in the payment of interest for this purpose; 
 (2) the Company defaults in the
payment of the principal of, or premium, if any, on any of the Securities of that series as and when the same shall become due and payable whether at maturity, upon redemption, because of acceleration or otherwise, or in any payment required by any
sinking or analogous fund established with respect to that series; provided, however, that a valid extension of the maturity of such Securities in accordance with the terms of any indenture supplemental hereto shall not constitute a default in the
payment of principal or premium, if any; 
 (3) the Company fails to observe or perform any other of its
covenants or agreements with respect to that series contained in this Indenture or otherwise established with respect to that series of Securities pursuant to Section 2.01 hereof (other than a covenant or agreement that has been expressly
included in this Indenture solely for the benefit 

  
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 of one or more series of Securities other than such series) for a period of 90 days after
the date on which written notice of such failure, requiring the same to be remedied and stating that such notice is a “Notice of Default” hereunder, shall have been given to the Company by the Trustee, by registered or certified mail, or
to the Company and the Trustee by the holders of at least 25% in principal amount of the Securities of that series at the time Outstanding; 
 (4) an event of default, as defined in any mortgage, indenture or instrument under which there may be issued, or by which there may be secured or evidenced, any Indebtedness for money borrowed of the
Company (other than a default under this Indenture with respect to Securities of any series or a default with respect to any non-recourse Indebtedness), whether such Indebtedness now exists or shall hereafter be created, shall happen and shall
result in a principal amount in excess of $100,000,000 of Indebtedness becoming or being declared due and payable prior to the date on which it would otherwise have become due and payable, and such acceleration shall not have been rescinded or
annulled, or such Indebtedness shall not have been discharged, within a period of 15 days after there has been given, by registered or certified United States mail, to the Company by the Trustee or to the Company and the Trustee by the holders of at
least 25% in aggregate principal amount of the Outstanding Securities of that series a written notice specifying such event of default and requiring the Company to cause such acceleration to be rescinded or annulled or to cause such Indebtedness to
be discharged and stating that such notice is a “Notice of Default” hereunder; 
 (5) the entry by a
court of competent jurisdiction of: 
 (i) a decree or order for relief in respect of the Company in an
involuntary proceeding under any applicable Bankruptcy Law and such decree or order shall remain unstayed and in effect for a period of 60 consecutive days; 
 (ii) a decree or order adjudging the Company to be insolvent, or approving a petition seeking reorganization, arrangement, adjustment or composition of the Company and such decree or order shall remain
unstayed and in effect for a period of 60 consecutive days; or 
 (iii) a final and non-appealable order
appointing a Custodian of the Company or of any substantial part of the property of the Company, or ordering the winding up or liquidation of the affairs of the Company; 

(6) the Company pursuant to or within the meaning of any Bankruptcy Law: (i) commences a voluntary case or
proceeding; (ii) consents to the entry of an order for relief against it in an involuntary case or proceeding; (iii) files a petition or answer or consent seeking reorganization or relief or consents to such filing or to the appointment of
or taking possession by a Custodian of it or for all or substantially all of its property, and such Custodian is not discharged within 60 days; (iv) makes a general assignment for the benefit of its creditors; or (v) admits in writing its
inability to pay its debts generally as they become due; 
 (7) in the event Securities are issued to a MetLife
Trust or a trustee of such trust in connection with the issuance of Trust Securities by such MetLife Trust, such MetLife Trust shall have voluntarily or involuntarily dissolved, wound up its business or otherwise terminated its existence, except in
connection with (i) the distribution of Securities to holders of Trust Securities in liquidation of their interests in such MetLife Trust, (ii) the redemption of all of the outstanding Trust Securities of such MetLife Trust or
(iii) certain mergers, consolidations or amalgamations, each as permitted by the Declaration of such MetLife Trust; or 
 (8) any other Event of Default provided for pursuant to Section 2.01 with respect to Securities of that series. 
 (b) Except as otherwise specified with respect to a series of Securities in accordance with the provisions of Section 2.01, if an Event of Default (other than an Event of Default specified in
Sections 6.01(a)(5) or 6.01(a)(6)) with respect to Securities of any series at the time Outstanding occurs and is continuing, either the Trustee or the holders of not less than 25% in aggregate principal amount of the Securities of that series then
Outstanding hereunder, by notice in writing to the Company (and to the Trustee if given by such Securityholders), may declare the principal of all the Securities of that series (or, if any Securities of that series are Original Issue Discount
Securities, such portion of the principal amount as may be specified in the terms of such series) to be due and payable immediately, and upon any such declaration the same shall become and shall be immediately due and payable. If an Event of Default
specified in Sections 6.01(a)(5) or 6.01(a)(6) with respect to Securities of any series at the time Outstanding occurs, the principal amount of all the Securities of that series (or, if any Securities of that series are 

  
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 Original Issue Discount Securities, such portion of the principal amount of such Securities as may be
specified by the terms thereof) shall automatically, and without any declaration or other action on the part of the Trustee or any holder, become immediately due and payable. 
 (c) At any time after the principal of the Securities of that series shall have been so declared due and payable, and before any judgment or decree for the payment of the moneys due shall have been
obtained or entered as hereinafter provided, the holders of a majority in aggregate principal amount of the Securities of that series then Outstanding hereunder, by written notice to the Company and the Trustee, may rescind and annul such
declaration and its consequences if: (i) the Company has paid or deposited with the Trustee a sum sufficient to pay all matured installments of interest upon all the Securities of that series and the principal of, and premium, if any, on any
and all Securities of that series that shall have become due otherwise than by acceleration (with interest upon such principal and premium, if any, and, to the extent that such payment is enforceable under applicable law, upon overdue installments
of interest, at the rate per annum or Yield to Maturity (in the case of Original Issue Discount Securities) expressed in the Securities of that series (or at the respective rates of interest or Yields to Maturity of all the Securities, as the case
may be) to the date of such payment or deposit) and the amount payable to the Trustee under Section 7.06, and (ii) any and all Events of Default under the Indenture with respect to such series, other than the nonpayment of principal on
Securities of that series (or, if any Securities of that series are Original Issue Discount Securities, such portion of the principal amount as may be specified in the terms of such series) that shall not have become due by their terms, shall have
been remedied or waived as provided in Section 6.08. 
 No such rescission and annulment shall extend to or shall affect
any subsequent default or impair any right consequent thereon. 
 (d) In case the Trustee shall have proceeded to enforce any
right with respect to Securities of that series under this Indenture and such proceedings shall have been discontinued or abandoned because of such rescission or annulment or for any other reason or shall have been determined adversely to the
Trustee, then and in every such case the Company, and the Trustee shall be restored respectively to their former positions and rights hereunder, and all rights, remedies and powers of the Company and the Trustee shall continue as though no such
proceedings had been taken. 
 SECTION 6.02 Collection of Indebtedness and Suits for Enforcement by Trustee. 

(a) The Company covenants that (1) in case it shall default in the payment of any installment of interest on any of the Securities of
a series, or any payment required by any sinking or analogous fund established with respect to that series as and when the same shall have become due and payable, and such default shall have continued for a period of 90 Business Days, or (2) in
case it shall default in the payment of the principal of, or premium, if any, on any of the Securities of a series when the same shall have become due and payable, whether upon maturity of the Securities of a series or upon redemption or upon
declaration or otherwise, then, upon demand of the Trustee, the Company will pay to the Trustee, for the benefit of the holders of the Securities of that series, the whole amount that then shall have been become due and payable on all such
Securities for principal, and premium, if any, or interest, or both, as the case may be, with interest upon the overdue principal, and premium, if any, and (to the extent that payment of such interest is enforceable under applicable law) upon
overdue installments of interest at the rate per annum expressed in the Securities of that series; and, in addition thereto, such further amount as shall be sufficient to cover the costs and expenses of collection, and the amount payable to the
Trustee under Section 7.06. 
 (b) If the Company shall fail to pay such amounts forthwith upon such demand, the Trustee,
in its own name and as trustee of an express trust, shall be entitled and empowered to institute any action or proceedings at law or in equity for the collection of the sums so due and unpaid, and may prosecute any such action or proceeding to
judgment or final decree, and may enforce any such judgment or final decree against the Company or other obligor upon the Securities of that series and collect the moneys adjudged or decreed to be payable in the manner provided by law out of the
property of the Company or other obligor upon the Securities of that series, wherever situated. 
 (c) In case of any
receivership, insolvency, liquidation, bankruptcy, reorganization, readjustment, arrangement, composition or judicial proceedings affecting the Company, or its creditors or property, the Trustee shall have power to intervene in such proceedings and
take any action therein that may be permitted by the court and shall (except as may be otherwise provided by law) be entitled to file such proofs of claim and other papers and documents as may be necessary or advisable in order to have the claims of
the Trustee and of the holders of Securities of such series allowed for the entire amount due and payable by the Company under the Indenture at the date of institution of such proceedings and for any additional 

  
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 amount that may become due and payable by the Company after such date, and to collect and receive any moneys
or other property payable or deliverable on any such claim, and to distribute the same after the deduction of the amount payable to the Trustee under Section 7.06; and any receiver, assignee or trustee in bankruptcy or reorganization is hereby
authorized by each of the holders of Securities of such series to make such payments to the Trustee, and, in the event that the Trustee shall consent to the making of such payments directly to such Securityholders, to pay to the Trustee any amount
due it under Section 7.06. 
 (d) All rights of action and of asserting claims under this Indenture, or under any of the
terms established with respect to Securities of that series, may be enforced by the Trustee without the possession of any of such Securities, or the production thereof at any trial or other proceeding relative thereto, and any such suit or
proceeding instituted by the Trustee shall be brought in its own name as trustee of an express trust, and any recovery of judgment shall, after provision for payment to the Trustee of any amounts due under Section 7.06, be for the ratable
benefit of the holders of the Securities of such series. 
 In case of an Event of Default hereunder, the Trustee may in its
discretion proceed to protect and enforce the rights vested in it by this Indenture by such appropriate judicial proceedings as the Trustee shall deem most effectual to protect and enforce any of such rights, either at law or in equity or in
bankruptcy or otherwise, whether for the specific enforcement of any covenant or agreement contained in the Indenture or in aid of the exercise of any power granted in this Indenture, or to enforce any other legal or equitable right vested in the
Trustee by this Indenture or by law. 
 Nothing contained herein shall be deemed to authorize the Trustee to authorize or
consent to or accept or adopt on behalf of any Securityholder any plan of reorganization, arrangement, adjustment or composition affecting the Securities of that series or the rights of any holder thereof or to authorize the Trustee to vote in
respect of the claim of any Securityholder in any such proceeding. 
 SECTION 6.03 Application of Moneys Collected. 

Any moneys collected by the Trustee pursuant to this Article with respect to a particular series of Securities shall be applied in the
following order, at the date or dates fixed by the Trustee and, in case of the distribution of such moneys on account of principal, or premium, if any, or interest, upon presentation of the Securities of that series, and notation thereon the
payment, if only partially paid, and upon surrender thereof if fully paid: 
 FIRST: To the payment of costs and
expenses of collection and of all amounts payable to the Trustee under Section 7.06; 
 SECOND: To the
payment of the amounts then due and unpaid upon Securities of such series for principal, and premium, if any, and interest, in respect of which or for the benefit of which such money has been collected, ratably, without preference or priority of any
kind, according to the amounts due and payable on such Securities for principal, and premium, if any, and interest, respectively and 
 THIRD: To the payment of the remainder, if any, to the Company, its successors or assigns or to whomever may be lawfully entitled to receive the same or as a court of competent jurisdiction may direct.


  
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 SECTION 6.04 Limitation on Suits. 

No holder of any Security of any series shall have any right by virtue or by availing of any provision of this Indenture to institute any
suit, action or proceeding in equity or at law upon or under or with respect to this Indenture or for the appointment of a receiver or trustee, or for any other remedy hereunder, unless (i) such holder previously shall have given to the Trustee
written notice of an Event of Default and of the continuance thereof with respect to the Securities of such series specifying such Event of Default, as hereinbefore provided; (ii) the holders of not less than 25% in aggregate principal amount
of the Securities of such series then Outstanding shall have made written request upon the Trustee to institute such action, suit or proceeding in its own name as trustee hereunder; (iii) such holder or holders shall have offered to the Trustee
such reasonable indemnity as it may require against the costs, expenses and liabilities to be incurred therein or thereby; and (iv) the Trustee for 60 days after its receipt of such notice, request and offer of indemnity, shall have failed to
institute any such action, suit or proceeding and (v) during such 60 day period, the holders of a majority in principal amount of the Securities of that series do not give the Trustee a direction inconsistent with the request. 

Notwithstanding anything contained herein to the contrary, any other provisions of this Indenture, the right of any holder of any
Security to receive payment of the principal of, and premium, if any, and interest on such Security, as therein provided, on or after the respective due dates expressed in such Security (or in the case of redemption, on the redemption date), or to
institute suit for the enforcement of any such payment on or after such respective dates or redemption date, shall not be impaired or affected without the consent of such holder and by accepting a Security hereunder it is expressly understood,
intended and covenanted by the taker and holder of every Security of such series with every other such taker and holder and the Trustee, that no one or more holders of Securities of such series shall have any right in any manner whatsoever by virtue
or by availing of any provision of this Indenture to affect, disturb or prejudice the rights of the holders of any other of such Securities, or to obtain or seek to obtain priority over or preference to any other such holder, or to enforce any right
under this Indenture, except in the manner herein provided and for the equal, ratable and common benefit of all holders of Securities of such series. For the protection and enforcement of the provisions of this Section, each and every Securityholder
and the Trustee shall be entitled to such relief as can be given either at law or in equity. 
 SECTION 6.05 Rights and Remedies
Cumulative; Delay or Omission Not Waiver. 
 (a) Except as otherwise provided in Section 2.07, all powers and remedies given
by this Article to the Trustee or to the Securityholders shall, to the extent permitted by law, be deemed cumulative and not exclusive of any other powers and remedies available to the Trustee or the holders of the Securities, by judicial
proceedings or otherwise, to enforce the performance or observance of the covenants and agreements contained in this Indenture or otherwise established with respect to such Securities. 

(b) No delay or omission of the Trustee or of any holder of any of the Securities to exercise any right or power accruing upon any Event
of Default occurring and continuing as aforesaid shall impair any such right or power, or shall be construed to be a waiver of any such default or on acquiescence therein; and, subject to the provisions of Section 6.04, every power and remedy
given by this Article or by law to the Trustee or the Securityholders may be exercised from time to time, and as often as shall be deemed expedient, by the Trustee or by the Securityholders. 

SECTION 6.06 Control by Securityholders. 
 The holders of a majority in aggregate principal amount of the Securities of any series at the time Outstanding, determined in accordance with Section 8.04, shall have the right to direct the time,
method and place of conducting any proceeding for any remedy available to the Trustee, or exercising any trust or power conferred on the Trustee with respect to such series; provided, however, that such direction shall not be in conflict with any
rule of law or with this Indenture or be unduly prejudicial to the rights of holders of Securities of any other series at the time Outstanding determined in accordance with Section 8.04. Subject to the provisions of Section 7.01, the
Trustee shall have the right to decline to follow any such direction if the Trustee in good faith shall, by a Responsible Officer or Officers of the Trustee, determine that the proceeding so directed would involve the Trustee in personal liability.


  
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 SECTION 6.07 Undertaking to Pay Costs. 

All parties to this Indenture agree, and each holder of any Securities by such holder’s acceptance thereof shall be deemed to have
agreed, that any court may in its discretion require, in any suit for the enforcement of any right or remedy under this Indenture, or in any suit against the Trustee for any action taken or omitted by it as Trustee, the filing by any party litigant
in such suit of an undertaking to pay the costs of such suit, and that such court may in its discretion assess reasonable costs, including reasonable attorneys’ fees, against any party litigant in such suit, having due regard to the merits and
good faith of the claims or defenses made by such party litigant; but the provisions of this Section shall not apply to any suit instituted by the Trustee, to any suit instituted by any Securityholder, or group of Securityholders, holding more than
10% in aggregate principal amount of the Outstanding Securities of any series, or to any suit instituted by any Securityholder for the enforcement of the payment of the principal of, or premium, if any, or interest on any Security of such series, on
or after the respective due dates expressed in such Security or established pursuant to this Indenture. 
 SECTION 6.08 Waiver
of Past Defaults. 
 The holders of not less than a majority in principal amount of the Outstanding Securities of any series,
determined in accordance with Section 8.04, may on behalf of the holders of all the Securities of such series waive any past default hereunder with respect to such series and its consequences, except a default 

(1) in the payment of the principal of or any premium or interest on any Security of such series, or 

(2) in respect of a covenant or provision hereof which under Article Nine cannot be modified or amended without the
consent of the holder of each Outstanding Security of such series affected; provided, however, that if the Securities of such series are held by a MetLife Trust or a trustee of such trust, such waiver or modification to such waiver shall not be
effective until the holders of a majority in liquidation preference of Trust Securities of the applicable MetLife Trust shall have consented to such waiver or modification to such waiver; provided, further, that if the consent of the holder of each
outstanding Security is required, such waiver shall not be effective until each holder of the Trust Securities of the applicable MetLife Trust shall have consented to such waiver. 

Upon any such waiver, such default shall cease to exist, and any Event of Default arising therefrom shall be deemed to have been cured,
for every purpose of this Indenture; but no such waiver shall extend to any subsequent or other default or impair any right consequent thereon. 
 ARTICLE VII 
 CONCERNING THE TRUSTEE 

SECTION 7.01 Certain Duties and Responsibilities of Trustee. 
 (a) The Trustee, prior to the occurrence of an Event of Default with respect to the Securities of a series and after the curing of all Events of Default with respect to the Securities of that series that
may have occurred, shall undertake to perform with respect to the Securities of such series such duties and only such duties as are specifically set forth in this Indenture, and no implied covenants shall be read into this Indenture against the
Trustee. In case an Event of Default with respect to the Securities of a series has occurred (that has not been cured or waived), the Trustee shall exercise with respect to Securities of that series such of the rights and powers vested in it by this
Indenture, and use the same degree of care and skill in their exercise, as a prudent man would exercise or use under the circumstances in the conduct of his own affairs. 
 (b) No provision of this Indenture shall be construed to relieve the Trustee from liability for its own negligent action, its own negligent failure to act, or its own willful misconduct, except that:

 (1) prior to the occurrence of an Event of Default with respect to the Securities of a series and after the
curing or waiving of all such Events of Default with respect to that series that may have occurred: 

  
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 (a) the duties and obligations of the Trustee shall with respect to the
Securities of such series be determined solely by the express provisions of this Indenture, and the Trustee shall not be liable with respect to the Securities of such series except for the performance of such duties and obligations as are
specifically set forth in this Indenture, and no implied covenants or obligations shall be read into this Indenture against the Trustee; and 
 (b) in the absence of bad faith on the part of the Trustee, the Trustee may with respect to the Securities of such series conclusively rely, as to the truth of the statements and the correctness of the
opinions expressed therein, upon any certificates or opinions furnished to the Trustee and conforming to the requirements of this Indenture; but in the case of any such certificates or opinions that by any provision hereof are specifically required
to be furnished to the Trustee, the Trustee shall be under a duty to examine the same to determine whether or not they conform to the requirements of this Indenture; 

(2) the Trustee shall not be liable for any error of judgment made in good faith by a Responsible Officer or Responsible
Officers of the Trustee, unless it shall be proved that the Trustee, was negligent in ascertaining the pertinent facts; 
 (3) the Trustee shall not be liable with respect to any action taken or omitted to be taken by it in good faith in accordance with the direction of the holders of not less than a majority in principal
amount of the Securities of any series at the time Outstanding relating to the time, method and place of conducting any proceeding for any remedy available to the Trustee, or exercising any trust or power conferred upon the Trustee under this
Indenture with respect to the Securities of that series; and 
 (4) None of the provisions contained in this
Indenture shall require the Trustee to expend or risk its own funds or otherwise incur personal financial liability in the performance of any of its duties or in the exercise of any of its rights or powers, if there is reasonable ground for
believing that the repayment of such funds or liability is not reasonably assured to it under the terms of this Indenture or adequate indemnity against such risk is not reasonably assured to it. 

SECTION 7.02 Certain Rights of Trustee. 
 Except as otherwise provided in Section 7.01: 
 (a) The Trustee may rely and
shall be protected in acting or refraining from acting upon any resolution, certificate, statement, instrument, opinion, report, notice, request, consent, order, approval, bond, security or other paper or document believed by it to be genuine and to
have been signed or presented by the proper party or parties; 
 (b) Any request, direction, order or demand of the Company
mentioned herein shall be sufficiently evidenced by a Board Resolution or an instrument signed in the name of the Company, by the President or any Vice President and by the Secretary or an Assistant Secretary or the Treasurer or an Assistant
Treasurer thereof (unless other evidence in respect thereof is specifically prescribed herein); 
 (c) The Trustee may consult
with counsel and the written advice of such counsel or any Opinion of Counsel shall be full and complete authorization and protection in respect of any action taken or suffered or omitted hereunder in good faith and in reliance thereon; 

(d) The Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Indenture at the request, order
or direction of any of the Securityholders, pursuant to the provisions of this Indenture, unless such Securityholders shall have offered to the Trustee reasonable security or indemnity against the costs, expenses and liabilities that may be incurred
therein or thereby; nothing contained herein shall, however, relieve the Trustee of the obligation, upon the occurrence of an Event of Default with respect to a series of the Securities (that has not been cured or waived) to exercise with respect to
Securities of that series such of the rights and powers vested in it by this Indenture, and to use the same degree of care and skill in their exercise, as a prudent man would exercise or use under the circumstances in the conduct of his own affairs;


  
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 (e) The Trustee shall not be liable for any action taken or omitted to be taken by it in
good faith and believed by it to be authorized or within the discretion or rights or powers conferred upon it by this Indenture; 
 (f) The Trustee shall not be bound to make any investigation into the facts or matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, consent, order,
approval, bond, security, or other papers or documents, unless requested in writing so to do by the holders of not less than a majority in principal amount of the Outstanding Securities of the particular series affected thereby (determined as
provided in Section 8.04); provided, however, that if the payment within a reasonable time to the Trustee of the costs, expenses or liabilities likely to be incurred by it in the making of such investigation is, in the opinion of the Trustee,
not reasonably assured to the Trustee by the security afforded to it by the terms of this Indenture, the Trustee may require reasonable indemnity against such costs, expenses or liabilities as a condition to so proceeding. The reasonable expense of
every such examination shall be paid by the Company or, if paid by the Trustee, shall be repaid by the Company upon demand; and 

(g) The Trustee may execute any of the trusts or powers hereunder or perform any duties hereunder either directly or by or through agents
or attorneys and the Trustee shall not be responsible for any misconduct or negligence on the part of any agent or attorney appointed with due care by it hereunder. 
 SECTION 7.03 Trustee Not Responsible for Recitals or Issuance or Securities. 
 (a)
The recitals contained herein and in the Securities shall be taken as the statements of the Company, and the Trustee assumes no responsibility for the correctness of the same. 
 (b) The Trustee makes no representations as to the validity or sufficiency of this Indenture or of the Securities. 
 (c) The Trustee shall not be accountable for the use or application by the Company of any of the Securities or of the proceeds of such Securities, or for the use or application of any moneys paid over by
the Trustee in accordance with any provision of this Indenture or established pursuant to Section 2.01, or for the use or application of any moneys received by any Paying Agent other than the Trustee. 

SECTION 7.04 May Hold Securities. 
 The Trustee or any Paying Agent or Security Registrar, in its individual or any other capacity, may become the owner or pledgee of Securities with the same rights it would have if it were not Trustee,
Paying Agent or Security Registrar. 
 SECTION 7.05 Moneys Held in Trust. 

Subject to the provisions of Section 11.05, all moneys received by the Trustee shall, until used or applied as herein provided, be
held in trust for the purposes for which they were received, but need not be segregated from other funds except to the extent required by law. The Trustee shall be under no liability for interest on any moneys received by it hereunder except such as
it may agree with the Company to pay thereon. 
 SECTION 7.06 Compensation and Reimbursement. 

(a) The Company covenants and agrees to pay to the Trustee, and the Trustee shall be entitled to, such reasonable compensation (which
shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust), as the Company, and the Trustee may from time to time agree in writing, for all services rendered by it in the execution of the trusts
hereby created and in the exercise and performance of any of the powers and duties hereunder of the Trustee, and, except as otherwise expressly provided herein, the Company will pay or reimburse the Trustee upon its request for all reasonable
expenses, disbursements and advances incurred or made by the Trustee in accordance with any of the provisions of this Indenture (including the reasonable compensation and the expenses and disbursements of its counsel and of all Persons not regularly
in its employ) except any such expense, disbursement or advance as may arise from its negligence or bad faith. The Company also covenants to indemnify the Trustee (and its officers, agents, directors and employees) for, and to hold it harmless
against, any loss, liability or expense incurred without negligence or bad faith on the part of the Trustee and arising out of or in connection with the acceptance or administration of this trust, including the costs and expenses of defending itself
against any claim of liability in the premises. 

  
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 (b) The obligations of the Company under this Section to compensate and indemnify the
Trustee and to pay or reimburse the Trustee for expenses, disbursements and advances shall constitute additional indebtedness hereunder. Such additional indebtedness shall be secured by a lien prior to that of the Securities upon all property and
funds held or collected by the Trustee as such, except funds held in trust for the benefit of the holders of particular Securities. 
 SECTION 7.07 Reliance on Officers’ Certificate. 
 Except as otherwise provided
in Section 7.01, whenever in the administration of the provisions of this Indenture the Trustee shall deem it necessary or desirable that a matter be proved or established prior to taking or suffering or omitting to take any action hereunder,
such matter (unless other evidence in respect thereof be herein specifically prescribed) may, in the absence of negligence or bad faith on the part of the Trustee, be deemed to be conclusively proved and established by an Officers’ Certificate
delivered to the Trustee and such certificate, in the absence of negligence or bad faith on the part of the Trustee, shall be full warrant to the Trustee for any action taken, suffered or omitted to be taken by it under the provisions of this
Indenture upon the faith thereof. 
 SECTION 7.08 Disqualification; Conflicting Interests. 

If the Trustee has or shall acquire any “conflicting interest” within the meaning of Section 310(b) of the Trust Indenture
Act, the Trustee and the Company shall in all respects comply with the provisions of Section 310(b) of the Trust Indenture Act. 
 SECTION 7.09 Corporate Trustee Required; Eligibility. 
 There shall at all times be
a Trustee with respect to the Securities issued hereunder which shall at all times be a corporation organized and doing business under the laws of the United States of America or any State or Territory thereof or of the District of Columbia, or a
corporation or other Person permitted to act as trustee by the Commission, authorized under such laws to exercise corporate trust powers, having a combined capital and surplus of at least 50 million U.S. dollars ($50,000,000), and subject to
supervision or examination by federal, state, territorial, or District of Columbia authority. If such corporation publishes reports of condition at least annually, pursuant to law or to the requirements of the aforesaid supervising or examining
authority, then for the purposes of this Section, the combined capital and surplus of such corporation shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published. The Company may not, nor
may any Person directly or indirectly controlling, controlled by, or under common control with the Company, serve as Trustee. In case at any time the Trustee shall cease to be eligible in accordance with the provisions of this Section, the Trustee
shall resign immediately in the manner and with the effect specified in Section 7.10. 
 SECTION 7.10 Resignation and
Removal; Appointment of Successor. 
 (a) The Trustee or any successor hereafter appointed, may at any time resign with respect
to the Securities of one or more series by giving written notice thereof to the Company and by transmitting notice of resignation by mail, first class postage prepaid, to the Securityholders of such series, as their names and addresses appear upon
the Security Register. Upon receiving such notice of resignation, the Company shall promptly appoint a successor trustee with respect to Securities of such series by written instrument, in duplicate, executed by order of the Board of Directors, one
copy of which instrument shall be delivered to the resigning Trustee and one copy to the successor trustee. If no successor trustee shall have been so appointed and have accepted appointment within 30 days after the mailing of such notice of
resignation, the resigning Trustee may petition any court of competent jurisdiction for the appointment of a successor trustee with respect to Securities of such series, or any Securityholder of that series who has been a bona fide holder of a
Security or Securities for at least six months may on behalf of himself and all others similarly situated, petition any such court for the appointment of a successor trustee. Such court may thereupon after such notice, if any, as it may deem proper
and prescribe, appoint a successor trustee. 
 (b) In case at any time any one of the following shall occur: 

(1) the Trustee shall fail to comply with the provisions of Section 7.08 after written request therefor by the
Company or by any Securityholder who has been a bona fide holder of a Security or Securities for at least six months; or 

  
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 (2) the Trustee shall cease to be eligible in accordance with the provisions
of Section 7.09 and shall fail to resign after written request therefor by the Company or by any such Securityholder; or 
 (3) the Trustee shall become incapable of acting, or shall be adjudged a bankrupt or insolvent, or commence a voluntary bankruptcy proceeding, or a receiver of the Trustee or of its property shall be
appointed or consented to, or any public officer shall take charge or control of the Trustee or of its property or affairs for the purpose of rehabilitation, conservation or liquidation; 
 then, in any such case, (i) the Company may remove the Trustee with respect to all Securities and appoint a successor trustee by written instrument, in duplicate, executed by order of the Board of
Directors, one copy of which instrument shall be delivered to the Trustee so removed and one copy to the successor trustee, or (ii) unless the Trustee’s duty to resign is stayed as provided herein, any Securityholder who has been a bona
fide holder of a Security or Securities for at least six months may, on behalf of that holder and all others similarly situated, petition any court of competent jurisdiction for the removal of the Trustee and the appointment of a successor trustee.
Such court may thereupon after such notice, if any, as it may deem proper and prescribe, remove the Trustee and appoint a successor trustee. 
 (c) The holders of a majority in aggregate principal amount of the Securities of any series at the time Outstanding may at any time remove the Trustee with respect to such series by so notifying the
Trustee and the Company and may appoint a successor Trustee for such series with the consent of the Company. 
 (d) Any
resignation or removal of the Trustee and appointment of a successor trustee with respect to the Securities of a series pursuant to any of the provisions of this Section shall become effective upon acceptance of appointment by the successor trustee
as provided in Section 7.11. 
 (e) Any successor trustee appointed pursuant to this Section may be appointed with respect
to the Securities of one or more series or all of such series, and at any time there shall be only one Trustee with respect to the Securities of any particular series. 
 SECTION 7.11 Acceptance of Appointment By Successor. 
 (a) In case of the
appointment hereunder of a successor trustee with respect to all Securities, every such successor trustee so appointed shall execute, acknowledge and deliver to the Company and to the retiring Trustee an instrument accepting such appointment, and
thereupon the resignation or removal of the retiring Trustee shall become effective and such successor trustee, without any further act, deed or conveyance, shall become vested with all the rights, powers, trusts and duties of the retiring Trustee;
but, on the request of the Company or the successor trustee, such retiring Trustee shall, upon payment of its charges, execute and deliver an instrument transferring to such successor trustee all the rights, powers, and trusts of the retiring
Trustee and shall duly assign, transfer and deliver to such successor trustee all property and money held by such retiring Trustee hereunder. 
 (b) In case of the appointment hereunder of a successor trustee with respect to the Securities of one or more (but not all) series, the Company, the retiring Trustee and each successor trustee with
respect to the Securities of one or more series shall execute and deliver an indenture supplemental hereto wherein each successor trustee shall accept such appointment and which (1) shall contain such provisions as shall be necessary or
desirable to transfer and confirm to, and to vest in, each successor trustee all the rights, powers, trusts and duties of the retiring Trustee with respect to the Securities of that or those series to which the appointment of such successor trustee
relates, (2) shall contain such provisions as shall be deemed necessary or desirable to confirm that all the rights, powers, trusts and duties of the retiring Trustee with respect to the Securities of that or those series as to which the
retiring Trustee is not retiring shall continue to be vested in the retiring Trustee, and (3) shall add to or change any of the provisions of this Indenture as shall be necessary to provide for or facilitate the administration of the trusts
hereunder by more than one Trustee, it being understood that nothing herein or in such supplemental indenture shall constitute such Trustees co-trustees of the same trust, that each such Trustee shall be trustee of a trust or trusts hereunder
separate and apart from any trust or trusts hereunder administered by any other such Trustee and that no Trustee shall be responsible for any act or failure to act on the part of any other Trustee hereunder; and upon the execution and delivery of
such supplemental indenture the resignation or removal of the retiring Trustee shall become effective to the extent provided therein, such retiring Trustee shall with respect to the Securities of that or those series to which the appointment of such
successor trustee relates have no further 

  
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 responsibility for the exercise of rights and powers or for the performance of the duties and obligations
vested in the Trustee under this Indenture, and each such successor trustee, without any further act, deed or conveyance, shall become vested with all the rights, powers, trusts and duties of the retiring Trustee with respect to the Securities of
that or those series to which the appointment of such successor trustee relates; but, on request of the Company or any successor trustee, such retiring Trustee shall duly assign, transfer and deliver to such successor trustee, to the extent
contemplated by such supplemental indenture, the property and money held by such retiring Trustee hereunder with respect to the Securities of that or those series to which the appointment of such successor trustee relates. 

(c) Upon request of any such successor trustee, the Company shall execute any and all instruments for more fully and certainly vesting in
and confirming to such successor trustee all such rights, powers and trusts referred to in paragraph (a) or (b) of this Section, as the case may be. 
 (d) No successor trustee shall accept its appointment unless at the time of such acceptance such successor trustee shall be qualified and eligible under this Article. 

(e) Upon acceptance of appointment by a successor trustee as provided in this Section, the Company shall transmit notice of the
succession of such trustee hereunder by mail, first class postage prepaid, to the Securityholders, as their names and addresses appear upon the Security Register. If the Company fails to transmit such notice within ten days after acceptance of
appointment by the successor trustee, the successor trustee shall cause such notice to be transmitted at the expense of the Company. 
 SECTION 7.12 Merger, Conversion, Consolidation or Succession to Business. 
 Any
corporation into which the Trustee may be merged or converted or with which it may be consolidated, or any corporation resulting from any merger, conversion or consolidation to which the Trustee shall be a party, or any corporation succeeding to the
corporate trust business of the Trustee, shall be the successor of the Trustee hereunder, provided that such corporation shall be qualified under the provisions of Section 7.08 and eligible under the provisions of Section 7.09, without the
execution or filing of any paper or any further act on the part of any of the parties hereto, anything herein to the contrary notwithstanding. In case any Securities shall have been authenticated, but not delivered, by the Trustee then in office,
any successor by merger, conversion or consolidation to such authenticating Trustee may adopt such authentication and deliver the Securities so authenticated with the same effect as if such successor Trustee had itself authenticated such Securities.

 SECTION 7.13 Preferential Collection of Claims against the Company. 

The Trustee shall comply with Section 311(a) of the Trust Indenture Act, excluding any creditor relationship described in
Section 311(b) of the Trust Indenture Act. A Trustee who has resigned or been removed shall be subject to Section 311(a) of the Trust Indenture Act to the extent included therein. 

ARTICLE VIII 

CONCERNING THE SECURITYHOLDERS 
 SECTION 8.01 Evidence of Action by Securityholders. 
 Whenever in this Indenture it
is provided that the holders of a majority or specified percentage in aggregate principal amount of the Securities of a particular series may take any action (including the making of any demand or request, the giving of any notice, consent or waiver
or the taking of any other action), the fact that at the time of taking any such action the holders of such majority or specified percentage of that series have joined therein may be evidenced by any instrument or any number of instruments of
similar tenor executed by such holders of Securities of that series in Person or by agent or proxy appointed in writing. 
 If
the Company shall solicit from the Securityholders of any series any request, demand, authorization, direction, notice, consent, waiver or other action, the Company may, at its option, as evidenced by an Officers’ Certificate, fix in advance a
record date for such series for the determination of Securityholders entitled to give such request, demand, authorization, direction, notice, consent, waiver or other action, but the Company shall have no obligation to do so. If such a 

  
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 record date is fixed, such request, demand, authorization, direction, notice, consent, waiver or other
action may be given before or after the record date, but only the Securityholders of record at the close of business on the record date shall be deemed to be Securityholders for the purposes of determining whether Securityholders of the requisite
proportion of Outstanding Securities of that series have authorized or agreed or consented to such request, demand, authorization, direction, notice, consent, waiver or other action, and for that purpose the Outstanding Securities of that series
shall be computed as of the record date; provided, however, that no such authorization, agreement or consent by such Securityholders on the record date shall be deemed effective unless it shall become effective pursuant to the provisions of this
Indenture not later than six months after the record date. 
 SECTION 8.02 Proof of Execution by Securityholders. 

Subject to the provisions of Section 7.01, proof of the execution of any instrument by a Securityholder (such proof will not require
notarization) or his agent or proxy and proof of the holding by any Person of any of the Securities shall be sufficient if made in the following manner: 
 (a) The fact and date of the execution by any such Person of any instrument may be proved in any reasonable manner acceptable to the Trustee. 

(b) The ownership of Securities shall be proved by the Security Register of such Securities or by a certificate of the Security Registrar
thereof. 
 (c) The Trustee may require such additional proof of any matter referred to in this Section as it shall deem
necessary. 
 SECTION 8.03 Who May be Deemed Owners. 
 Prior to the due presentment for registration of transfer of any Security, the Company, the Trustee, any Paying Agent and any Security Registrar may deem and treat the Person in whose name such Security
shall be registered upon the books of the Company as the absolute owner of such Security (whether or not such Security shall be overdue and notwithstanding any notice of ownership or writing thereon made by anyone other than the Security Registrar)
for the purpose of receiving payment of or on account of the principal of, premium, if any, and (subject to Section 2.03) interest on such Security and for all other purposes; and neither the Company nor the Trustee nor any Paying Agent nor any
Security Registrar shall be affected by any notice to the contrary. 
 SECTION 8.04 Certain Securities Owned by Company
Disregarded. 
 In determining whether the holders of the requisite aggregate principal amount of Securities of a particular
series have concurred in any direction, consent of waiver under this Indenture, the Securities of that series that are owned by the Company or any other obligor on the Securities of that series or by any Person directly or indirectly controlling or
controlled by or under common control with the Company or any other obligor on the Securities of that series shall be disregarded and deemed not to be Outstanding for the purpose of any such determination, except that for the purpose of determining
whether the Trustee shall be protected in relying on any such direction, consent or waiver, only Securities of such series that the Trustee actually knows are so owned shall be so disregarded. The Securities so owned that have been pledged in good
faith may be regarded as Outstanding for the purposes of this Section, if the pledgee shall establish to the satisfaction of the Trustee the pledgee’s right so to act with respect to such Securities and that the pledgee is not a Person directly
or indirectly controlling or controlled by or under direct or indirect common control with the Company or any such other obligor. In case of a dispute as to such right, any decision by the Trustee taken upon the advice of counsel shall be full
protection to the Trustee. 

  
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 SECTION 8.05 Actions Binding on Future Securityholders. 

At any time prior to (but not after) the evidencing to the Trustee, as provided in Section 8.01, of the taking of any action by the
holders of the majority or percentage in aggregate principal amount of the Securities of a particular series specified in this Indenture in connection with such action, any holder of a Security of that series that is shown by the evidence to be
included in the Securities the holders of which have consented to such action may, by filing written notice with the Trustee, and upon proof of holding as provided in Section 8.02, revoke such action so far as concerns such Security. Except as
aforesaid any such action taken by the holder of any Security shall be conclusive and binding upon such holder and upon all future holders and owners of such Security, and of any Security issued in exchange therefor, on registration of transfer
thereof or in place thereof, irrespective of whether or not any notation in regard thereto is made upon such Security. Any action taken by the holders of the majority or percentage in aggregate principal amount of the Securities of a particular
series specified in this Indenture in connection with such action shall be conclusively binding upon the Company, the Trustee and the holders of all the Securities of that series. 

ARTICLE IX 

SUPPLEMENTAL INDENTURES 
 SECTION 9.01 Supplemental Indentures without the Consent of Securityholders. 
 In
addition to any supplemental indenture otherwise authorized by this Indenture, the Company and the Trustee may from time to time and at any time enter into an indenture or indentures supplemental hereto (which shall conform to the provisions of the
Trust Indenture Act as then in effect), without the consent of the Securityholders, for one or more of the following purposes: 
 (1) to cure any ambiguity, defect, or inconsistency herein, in the Securities of any series; 
 (2) to comply with Article Ten; 
 (3) to provide for uncertificated
Securities in addition to or in place of certificated Securities; 
 (4) to add to the covenants of the Company
for the benefit of the holders of all or any Series of Securities (and if such covenants are to be for the benefit of less than all series of Securities, stating that such covenants are expressly being included solely for the benefit of such series)
or to surrender any right or power herein conferred upon the Company; 
 (5) to add to, delete from, or revise
the conditions, limitations, and restrictions on the authorized amount, terms, or purposes of issue, authentication, and delivery of Securities, as herein set forth; 

(6) to make any change that does not adversely affect the rights of any Securityholder in any material respect;

 (7) to provide for the issuance of and establish the form and terms and conditions of the Securities of any
series as provided in Section 2.01, to establish the form of any certifications required to be furnished pursuant to the terms of this Indenture or any series of Securities, or to add to the rights of the holders of any series of Securities;

 (8) to add to the covenants of the Company for the benefit of the holders of all or any series of Securities
(and if such covenants are to be for the benefit of less than all series of Securities, stating that such covenants are expressly being included solely for the benefit of such series) or to surrender any right or power herein conferred upon the
Company; 
 (9) to add any additional Events of Default for the benefit of the holders of all or any series of
Securities (and if such additional Events of Default are to be for the benefit of less than all series of Securities, stating that such additional Events of Default are expressly being included solely for the benefit of such series); 

  
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 (10) to add to or change any of the provisions of this Indenture to such
extent as shall be necessary to permit or facilitate the issuance of Securities in uncertificated form; 
 (11)
to add to, change or eliminate any of the provisions of this Indenture in respect of one or more series of Securities, provided that any such addition, change or elimination (A) shall neither (i) apply to any Security of any series created
prior to the execution of such supplemental indenture and entitled to the benefit of such provision nor (ii) modify the rights of the holder of any such Security with respect to such provision or (B) shall become effective only when there
is no such Security Outstanding; 
 (12) to secure the Securities; or 

(13) to evidence and provide for the acceptance of appointment hereunder by a successor Trustee with respect to the
Securities of one or more series and to add to or change any of the provisions of this Indenture as shall be necessary to provide for or facilitate the administration of the trusts hereunder by more than one Trustee, pursuant to the requirements of
Section 7.11. 
 The Trustee is hereby authorized to join with the Company in the execution of any such supplemental
indenture, and to make any further appropriate agreements and stipulations that may be therein contained, but the Trustee shall not be obligated to enter into any such supplemental indenture that affects the Trustee’s own rights, duties or
immunities under this Indenture or otherwise. 
 Any supplemental indenture authorized by the provisions of this Section may be
executed by the Company and the Trustee without the consent of the holders of any of the Securities at the time Outstanding, notwithstanding any of the provisions of Section 9.02. 

SECTION 9.02 Supplemental Indentures with Consent of Securityholders. 

With the consent (evidenced as provided in Section 8.01) of the holders of not less than a majority in aggregate principal amount of
the Securities of each series affected by such supplemental indenture or indentures at the time Outstanding, the Company, when authorized by Board Resolutions, and the Trustee may from time to time and at any time enter into an indenture or
indentures supplemental hereto (which shall conform to the provisions of the Trust Indenture Act as then in effect) for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Indenture or of
any supplemental indenture or of modifying in any manner not covered by Section 9.01 the rights of the holders of the Securities of such series under this Indenture; provided, however, that no such supplemental indenture shall, without the
consent of the holders of each Security then Outstanding and affected thereby, (i) extend the fixed maturity of any Securities of any series, or reduce the principal amount thereof, or reduce the rate or extend the time of payment of interest
thereon, or reduce any premium payable upon the redemption thereof; (ii) reduce the amount of principal of an Original Issue Discount Security or any other Security payable upon acceleration of the maturity thereof pursuant to
Section 6.01(b); (iii) change the currency in which any Security or any premium or interest is payable; (iv) impair the right to enforce any payment on or with respect to any Security; (v) adversely change the right to convert or
exchange, including decreasing the conversion rate or increasing the conversion price of, such Security (if applicable); (vi) reduce the percentage in principal amount of outstanding Securities of any series, the consent of whose holders is
required for modification or amendment of this Indenture or for waiver of compliance with certain provisions of this Indenture or for waiver of certain defaults; (vii) reduce the requirements contained in this Indenture for quorum or voting; or
(viii) modify any of the above provisions; provided, further, that if the Securities of such series are held by a MetLife Trust or a trustee of such Trust, such supplemental indenture shall not be effective until the holders of not less than a
majority in liquidation preference of Trust Securities of the applicable MetLife Trust shall have consented to such supplemental indenture; and, provided, further, that if the consent of the holder of each outstanding Security is required, such
supplemental indenture shall not be effective until each holder of the Trust Securities of the applicable MetLife Trust shall have consented to such supplemental indenture. 
 It shall not be necessary for the consent of the Securityholders of any series affected thereby under this Section to approve the particular form of any proposed supplemental indenture, but it shall be
sufficient if such consent shall approve the substance thereof. 

  
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 SECTION 9.03 Effect of Supplemental Indentures. 

Upon the execution of any supplemental indenture pursuant to the provisions of this Article or of Article X, this Indenture shall, with
respect to such series, be and be deemed to be modified and amended in accordance therewith and the respective rights, limitations of rights, obligations, duties and immunities under this Indenture of the Trustee, the Company and the holders of
Securities of the series affected thereby shall thereafter be determined, exercised and enforced hereunder subject in all respects to such modifications and amendments, and all the terms and conditions of any such supplemental indenture shall be and
be deemed to be part of the terms and conditions of this Indenture for any and all purposes. 
 SECTION 9.04 Securities Affected
by Supplemental Indentures. 
 Securities of any series, affected by a supplemental indenture, authenticated and delivered after
the execution of such supplemental indenture pursuant to the provisions of this Article or of Article X, may bear a notation in form approved by the Company, provided such form meets the requirements of any exchange upon which such series may be
listed, as to any matter provided for in such supplemental indenture. If the Company shall so determine, new Securities of that series so modified as to conform, in the opinion of the Board of Directors of the Company, to any modification of this
Indenture contained in any such supplemental indenture may be prepared by the Company, authenticated by the Trustee and delivered in exchange for the Securities of that series then Outstanding. 

SECTION 9.05 Execution of Supplemental Indentures. 
 Upon the request of the Company, accompanied by its Board Resolutions authorizing the execution of any such supplemental indenture, and upon the filing with the Trustee of evidence of the consent of
Securityholders required to consent thereto as aforesaid, the Trustee shall join with the Company in the execution of such supplemental indenture unless such supplemental indenture affects the Trustee’s own rights, duties or immunities under
this Indenture or otherwise, in which case the Trustee may, in its discretion, but shall not be obligated to, enter into such supplemental indenture. The Trustee, subject to the provisions of Section 7.01, may receive an Opinion of Counsel as
conclusive evidence that any supplemental indenture executed pursuant to this Article is authorized or permitted by, and conforms to, the terms of this Article and that it is proper for the Trustee under the provisions of this Article to join in the
execution thereof; provided, however, that such Opinion of Counsel need not be provided in connection with the execution of a supplemental indenture that establishes the terms of a series of Securities pursuant to Section 2.01 hereof.

 Promptly after the execution by the Company and the Trustee of any supplemental indenture pursuant to the provisions of this
Section, the Trustee shall transmit by mail, first class postage prepaid, a notice, setting forth in general terms the substance of such supplemental indenture, to the Securityholders of all series affected thereby as their names and addresses
appear upon the Security Register. Any failure of the Trustee to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture. 

ARTICLE X 

CONSOLIDATION, MERGER, CONVEYANCE, TRANSFER OR LEASE 
 SECTION 10.01 When the Company May Consolidate, Merge, Etc. 
 The Company may not
(a) merge with or into or consolidate with, or (b) sell, assign, transfer, lease or convey all or substantially all of its properties and assets to, any Person other than, with respect to this clause (b), a direct or indirect wholly-owned
subsidiary of the Company, and no Person shall (x) merge with or into or consolidate with the Company, or (y) except for any direct or indirect wholly-owned subsidiary of the Company, sell, assign, transfer, lease or convey all or
substantially all of its properties and assets to the Company, unless: 
 (a) the Company is the surviving corporation or the
Person formed by or surviving such merger or consolidation or to which such sale, assignment, transfer, lease or conveyance shall have been made (the “Successor”), if other than the Company, shall expressly assume by an indenture
supplemental hereto, executed and delivered to the Trustee, in form satisfactory to the Trustee, all the obligations of the Company under the Securities, this Indenture, the Common Securities Guarantee and the Preferred Securities Guarantee;


  
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 (b) immediately after giving effect to such transaction, no default or Event of Default
shall have occurred and be continuing; 
 (c) if at the time any Preferred Securities are outstanding, such transaction is not
prohibited under the Declaration and the Preferred Securities Guarantee; and 
 (d) the Company delivers to the Trustee an
Officers’ Certificate and an Opinion of Counsel, each stating that such supplemental indenture comply with this Indenture. 

The Successor will be the successor to the Company, and will be substituted for, and may exercise every right and power and become the
obligor on the Securities with the same effect as if the Successor had been named as the Company herein but, in the case of a sale, assignment, transfer, lease or conveyance of all or substantially all of the properties and assets of the Company,
the predecessor Company will not be released from its obligations to pay the principal of, premium, if any, and interest on the Securities. 
 ARTICLE XI 
 SATISFACTION AND DISCHARGE 

SECTION 11.01 Satisfaction and Discharge of Indenture. 
 If at any time: (a) the Company shall have delivered to the Trustee for cancellation all Securities of a series theretofore authenticated (other than any Securities that shall have been destroyed,
lost or stolen and that shall have been replaced or paid as provided in Section 2.07) and Securities for whose payment money or Governmental Obligations have theretofore been deposited in trust or segregated and held in trust by the Company
(and thereupon repaid to the Company or discharged from such trust, as provided in Section 11.05); or (b) all such Securities of a particular series not theretofore delivered to the Trustee for cancellation shall have become due and
payable, or are by their terms to become due and payable within one year or are to be called for redemption within one year under arrangements satisfactory to the Trustee for the giving of notice of redemption, and the Company shall deposit or cause
to be deposited with the Trustee as trust funds the entire amount in moneys or Governmental Obligations sufficient or a combination thereof, sufficient in the opinion of a nationally recognized firm of independent public accountants expressed in a
written certification thereof delivered to the Trustee, to pay at maturity or upon redemption all Securities of that series not theretofore delivered to the Trustee for cancellation, including principal, and premium, if any, and interest due or to
become due to such date of maturity or date fixed for redemption, as the case may be, and if the Company shall also pay or cause to be paid all other sums payable hereunder with respect to such series by the Company then this Indenture shall
thereupon cease to be of further effect with respect to such series except for the provisions of Sections 2.03, 2.05, 2.07, 4.01, 4.02, 4.03 and 7.10, that shall survive until the date of maturity or redemption date, as the case may be, and Sections
7.06 and 11.05, that shall survive to such date and thereafter, and the Trustee, on demand of the Company and at the cost and expense of the Company shall execute proper instruments acknowledging satisfaction of and discharging this Indenture with
respect to such series. 
 SECTION 11.02 Discharge of Obligations. 

If at any time all such Securities of a particular series not heretofore delivered to the Trustee for cancellation or that have not become
due and payable as described in Section 11.01 shall have been paid by the Company by depositing irrevocably with the Trustee as trust funds money in U.S. dollars sufficient or an amount of non-callable Governmental Obligations, the principal of
and interest on which when due, will be sufficient or a combination thereof, sufficient in the opinion of a nationally recognized firm of independent accountants expressed in a written certification thereof delivered to the Trustee, to pay at
maturity or upon redemption all such Securities of that series not theretofore delivered to the Trustee for cancellation, including principal, and premium, if any, and interest due or to become due to such date of maturity or date fixed for
redemption, as the case may be, and if the Company shall also pay or cause to be paid all other sums payable hereunder by the Company with respect to such series, then after the date such moneys or Governmental Obligations, as the case may be, are
deposited with the Trustee the obligations of the Company under this Indenture with respect to such series shall cease to be of further effect except for the provisions of Sections 2.03, 2.05, 2.07, 4.01, 4.02, 4.03, 7.06, 7.10 and 11.05 hereof that
shall survive until such Securities shall mature and be paid. Thereafter, Sections 7.06 and 11.05 shall survive. 

  
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 SECTION 11.03 Deposited Moneys to be Held in Trust. 

All moneys or Governmental Obligations deposited with the Trustee pursuant to Sections 11.01 or 11.02 shall be held in trust and shall be
available for payment as due, either directly or through any Paying Agent (including the Company acting as its own Paying Agent), to the holders of the particular series of Securities for the payment or redemption of which such moneys or
Governmental Obligations have been deposited with the Trustee. 
 SECTION 11.04 Payment of Moneys Held by Paying Agents.

 In connection with the satisfaction and discharge of this Indenture all moneys or Governmental Obligations then held by any
Paying Agent under the provisions of this Indenture shall, upon demand of the Company, be paid to the Trustee and thereupon such Paying Agent shall be released from all further liability with respect to such moneys or Governmental Obligations.

 SECTION 11.05 Repayment to Company. 
 Any moneys or Governmental Obligations deposited with any Paying Agent or the Trustee, or then held by the Company, in trust for payment of principal of or premium or interest on the Securities of a
particular series that are not applied but remain unclaimed by the holders of such Securities for at least two years after the date upon which the principal of, and premium, if any, or interest on such Securities shall have respectively become due
and payable, shall be repaid to the Company on May 31 of each year or (if then held by the Company) shall be discharged from such trust; and thereupon the Paying Agent and the Trustee shall be released from all further liability with respect to
such moneys or Governmental Obligations, and the holder of any of the Securities entitled to receive such payment shall thereafter, as an unsecured general creditor, look only to the Company for the payment thereof. 

ARTICLE XII 

IMMUNITY OF INCORPORATORS, STOCKHOLDERS, OFFICERS AND DIRECTORS 
 SECTION 12.01 No Recourse. 
 No recourse under or upon any obligation, covenant or
agreement of this Indenture, or of any Security, or for any claim based thereon or otherwise in respect thereof, shall be had against any incorporator, stockholder, officer or director, past, present or future as such, of the Company or of any
predecessor or successor corporation, either directly or through the Company or any such predecessor or successor corporation, whether by virtue of any constitution, statute or rule of law, or by the enforcement of any assessment or penalty or
otherwise; it being expressly understood that this Indenture and the obligations issued hereunder are solely corporate obligations, and that no such personal liability whatever shall attach to, or is or shall be incurred by, the incorporators,
stockholders, officers or directors as such, of the Company or of any predecessor or successor corporation, or any of them, because of the creation of the indebtedness hereby authorized, or under or by reason of the obligations, covenants or
agreements contained in this Indenture or in any of the Securities or implied therefrom; and that any and all such personal liability of every name and nature, either at common law or in equity or by constitution or statute, of, and any and all such
rights and claims against, every such incorporator, stockholder, officer or director as such, because of the creation of the indebtedness hereby authorized, or under or by reason of the obligations, covenants or agreements contained in this
Indenture or in any of the Securities or implied therefrom, are hereby expressly waived and released as a condition of, and as a consideration for, the execution of this Indenture and the issuance of such Securities. 

  
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 ARTICLE XIII 
 DEFEASANCE AND COVENANT DEFEASANCE 
 SECTION 13.01 Company’s Option to Effect
Defeasance or Covenant Defeasance. 
 The Company may elect, at its option at any time, to have Section 13.02 or
Section 13.03 applied to any Securities or any series of Securities, as the case may be, designated pursuant to Section 2.01 as being defeasible pursuant to such Sections 13.02 or 13.03, in accordance with any applicable requirements
provided pursuant to Section 2.01 and upon compliance with the conditions set forth below in this Article. Any such election shall be evidenced by a Board Resolution or in another manner specified as contemplated by Section 2.01 for such
Securities. 
 SECTION 13.02 Defeasance and Discharge. 
 Upon the Company’s exercise of its option (if any) to have this Section applied to any Securities or any series of Securities, as the case may be, the Company shall be deemed to have been discharged
from its obligations with respect to such Securities as provided in this Section on and after the date the conditions set forth in Section 13.04 are satisfied (hereinafter called “Defeasance”). For this purpose, such Defeasance means
that the Company shall be deemed to have paid and discharged the entire indebtedness represented by such Securities and to have satisfied all its other obligations under such Securities and this Indenture insofar as such Securities are concerned
(and the Trustee, at the expense of the Company, shall execute proper instruments acknowledging the same), subject to the following which shall survive until otherwise terminated or discharged hereunder: (1) the rights of holders of such
Securities to receive, solely from the trust fund described in Section 13.04 and as more fully set forth in such Section, payments in respect of the principal of and any premium and interest on such Securities when payments are due,
(2) the Company’s obligations with respect to such Securities under Sections 2.05, 2.06, 2.07, 4.01, 4.02 and 4.03, (3) the rights, powers, trusts, duties and immunities of the Trustee hereunder and (4) this Article. Subject to
compliance with this Article, the Company may exercise its option (if any) to have this Section applied to any Securities notwithstanding the prior exercise of its option (if any) to have Section 13.03 applied to such Securities. 

SECTION 13.03 Covenant Defeasance. 
 Upon the Company’s exercise of its option (if any) to have this Section applied to any Securities or any series of Securities, as the case may be, (1) the Company shall be released from its
obligations under Article X, Sections 4.06 through 4.08, inclusive, and any covenants provided pursuant to Sections 2.01(16), 9.01(4) or 9.01(7) for the benefit of the holders of such Securities and (2) the occurrence of any event specified in
Sections 6.01(3) (with respect to any of Article X, Sections 4.06 through 4.08, inclusive, and any such covenants provided pursuant to Sections 2.01(16), 9.01(4) or 9.01(7)), 6.01(a)(7) and 6.01(a)(8) shall be deemed not to be or result in an Event
of Default, in each case with respect to such Securities as provided in this Section on and after the date the conditions set forth in Section 13.04 are satisfied (hereinafter called “Covenant Defeasance”). For this purpose, such
Covenant Defeasance means that, with respect to such Securities, the Company may omit to comply with and shall have no liability in respect of any term, condition or limitation set forth in any such specified Section (to the extent so specified in
the case of Section 6.01(3)), whether directly or indirectly by reason of any reference elsewhere herein to any such Section or by reason of any reference in any such Section to any other provision herein or in any other document, but the
remainder of this Indenture and such Securities shall be unaffected thereby. 
 SECTION 13.04 Conditions to Defeasance or
Covenant Defeasance. 
 The following shall be the conditions to the application of Section 13.02 or Section 13.03 to
any Securities or any series of Securities, as the case may be: 
 (1) The Company shall irrevocably have
deposited or caused to be deposited with the Trustee (or another trustee which satisfies the requirements contemplated by Section 7.09 and agrees to comply with the provisions of this Article applicable to it) as trust funds in trust for the
purpose of making the following payments, specifically pledged as security for, and dedicated solely to, the benefits of the holders of such Securities, (A) money in an amount, or (B) Government Obligations which through the scheduled
payment of principal and interest in respect thereof in accordance with their terms will provide, not later than one day before the due date of any payment, money in an 

  
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amount, or (C) a combination thereof, in each case sufficient, in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof
delivered to the Trustee, to pay and discharge, and which shall be applied by the Trustee (or any such other qualifying trustee) to pay and discharge, the principal of and any premium and interest on such Securities on the respective Stated
Maturities, in accordance with the terms of this Indenture and such Securities. 
 (2) In the event of an
election to have Section 13.02 apply to any Securities or any series of Securities, as the case may be, the Company shall have delivered to the Trustee an Opinion of Counsel stating that (A) the Company has received from, or there has been
published by, the Internal Revenue Service a ruling or (B) since the date of this Indenture, there has been a change in the applicable federal income tax law, in either case (A) or (B) to the effect that, and based thereon such
opinion shall confirm that, the holders of such Securities will not recognize gain or loss for federal income tax purposes as a result of the deposit, Defeasance and discharge to be effected with respect to such Securities and will be subject to
federal income tax on the same amount, in the same manner and at the same times as would be the case if such deposit, Defeasance and discharge were not to occur. 

(3) In the event of an election to have Section 13.03 apply to any Securities or any series of Securities, as the
case may be, the Company shall have delivered to the Trustee an Opinion of Counsel to the effect that the holders of such Securities will not recognize gain or loss for federal income tax purposes as a result of the deposit and Covenant Defeasance
to be effected with respect to such Securities and will be subject to federal income tax on the same amount, in the same manner and at the same times as would be the case if such deposit and Covenant Defeasance were not to occur. 

(4) The Company shall have delivered to the Trustee an Officers’ Certificate to the effect that it has been informed
by the relevant securities exchange(s) that neither such Securities nor any other Securities of the same series, if then listed on any securities exchange, will be delisted as a result of such deposit. 

(5) No event which is, or after notice or lapse of time or both would become, an Event of Default with respect to such
Securities or any other Securities shall have occurred and be continuing at the time of such deposit or, with regard to any such event specified in Sections 6.01(a)(5) and 6.01(a)(6), at any time on or prior to the 90th day after the date of such
deposit (it being understood that this condition shall not be deemed satisfied until after such 90th day). 
 (6)
Such Defeasance or Covenant Defeasance shall not result in a breach or violation of, or constitute a default under, any indenture or other agreement or instrument for borrowed money, pursuant to which in excess of $100,000,000 principal amount is
then outstanding, to which the Company is a party or by which it is bound. 
 (7) Such Defeasance or Covenant
Defeasance shall not result in the trust arising from such deposit constituting an investment company within the meaning of the Investment Company Act unless such trust shall be registered under such Act or exempt from registration thereunder.

 (8) The Company shall have delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel,
each stating that all conditions precedent with respect to such Defeasance or Covenant Defeasance have been complied with. 

SECTION 13.05 Deposited Money and Government Obligations to Be Held in Trust; Miscellaneous Provisions. 

Subject to the provisions of Section 4.03(d), all money and Government Obligations (including the proceeds thereof) deposited with
the Trustee or other qualifying trustee (solely for purposes of this Section and Section 13.06, the Trustee and any such other trustee are referred to collectively as the “Trustee”) pursuant to Section 13.04 in respect of any
Securities shall be held in trust and applied by the Trustee, in accordance with the provisions of such Securities and this Indenture, to the payment, either directly or through any such Paying Agent (including the Company acting as its own Paying
Agent) as the Trustee may determine, to the holders of such Securities, of all sums due and to become due thereon in respect of principal and any premium and interest, but money so held in trust need not be segregated from other funds except to the
extent required by law. 

  
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 The Company shall pay and indemnify the Trustee against any tax, fee or other charge imposed
on or assessed against the Government Obligations deposited pursuant to Section 13.04 or the principal and interest received in respect thereof other than any such tax, fee or other charge which by law is for the account of the holders of
Outstanding Securities. 
 Anything in this Article to the contrary notwithstanding, the Trustee shall deliver or pay to the
Company from time to time upon request of the Company any money or Government Obligations held by it as provided in Section 13.04 with respect to any Securities which, in the opinion of a nationally recognized firm of independent public
accountants expressed in a written certification thereof delivered to the Trustee, are in excess of the amount thereof which would then be required to be deposited to effect the Defeasance or Covenant Defeasance, as the case may be, with respect to
such Securities. 
 SECTION 13.06 Reinstatement. 
 If the Trustee or the Paying Agent is unable to apply any money in accordance with this Article with respect to any Securities by reason of any order or judgment of any court or governmental authority
enjoining, restraining or otherwise prohibiting such application, then the obligations under this Indenture and such Securities from which the Company has been discharged or released pursuant to Sections 13.02 or 13.03 shall be revived and
reinstated as though no deposit had occurred pursuant to this Article with respect to such Securities, until such time as the Trustee or Paying Agent is permitted to apply all money held in trust pursuant to Section 13.05 with respect to such
Securities in accordance with this Article; provided, however, that if the Company makes any payment of principal of or any premium or interest on any such Security following such reinstatement of its obligations, the Company shall be subrogated to
the rights (if any) of the holders of such Securities to receive such payment from the money so held in trust. 
 ARTICLE XIV

 MISCELLANEOUS PROVISIONS 
 SECTION 14.01 Effect on Successors and Assigns. 
 All the covenants, stipulations,
promises and agreements in this Indenture contained by or on behalf of the Company shall bind their respective successors and assigns, whether so expressed or not. 
 SECTION 14.02 Actions by Successor. 
 Any act or proceeding by any provision of
this Indenture authorized or required to be done or performed by any board, committee or officer of the Company shall and may be done and performed with like force and effect by the corresponding board, committee or officer of any corporation that
shall at the time be the lawful sole successor of the Company. 
 SECTION 14.03 Surrender of Company Powers. 

The Company by instrument in writing executed by authority of 2/3 (two-thirds) of its Board of Directors and delivered to the Trustee may
surrender any of the powers reserved to the Company, and thereupon such power so surrendered shall terminate both as to the Company and as to any successor corporation. 
 SECTION 14.04 Notices. 
 Except as otherwise expressly provided herein any notice
or demand that by any provision of this Indenture is required or permitted to be given or served by the Trustee or by the holders of Securities to or on the Company may be given or served by being deposited first class postage prepaid in a
post-office letterbox addressed (until another address is filed in writing by the Company with the Trustee), as follows: MetLife, Inc., One Madison Avenue, New York, New York 10010-10036, Attention: Treasurer, with copies of any notice of an Event
of Default to the attention of the General Counsel at the same address. Any notice, election, request or demand by the Company or any Securityholder to or upon the Trustee shall be deemed to have been sufficiently given or made, for all purposes, if
given or made in writing at the Corporate Trust Office of the Trustee. 

  
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 SECTION 14.05 Governing Law. 

This Indenture and each Security shall be deemed to be a contract made under the internal laws of the State of New York, and for all
purposes shall be construed in accordance with the laws of said State. 
 SECTION 14.06 Treatment of Securities as Debt.

 It is intended that the Securities will be treated as indebtedness and not as equity for federal income tax purposes. The
provisions of this Indenture shall be interpreted to further this intention. 
 SECTION 14.07 Compliance Certificates and
Opinions. 
 (a) Upon any application or demand by the Company to the Trustee to take any action under any of the provisions of
this Indenture, the Company, shall furnish to the Trustee an Officers’ Certificate stating that all conditions precedent provided for in this Indenture relating to the proposed action have been complied with and an Opinion of Counsel stating
that in the opinion of such counsel all such conditions precedent have been complied with, except that in the case of any such application or demand as to which the furnishing of such documents is specifically required by any provision of this
Indenture relating to such particular application or demand, no additional certificate or opinion need be furnished. 
 (b) Each
certificate or opinion provided for in this Indenture and delivered to the Trustee with respect to compliance with a condition or covenant in this Indenture shall include (1) a statement that the Person making such certificate or opinion has
read such covenant or condition; (2) a brief statement as to the nature and scope of the examination or investigation upon which the statements or opinions contained in such certificate or opinion are based; (3) a statement that, in the
opinion of such Person, he has made such examination or investigation as is necessary to enable him to express an informed opinion as to whether or not such covenant or condition has been complied with; and (4) a statement as to whether or not,
in the opinion of such Person, such condition or covenant has been complied with. 
 SECTION 14.08 Payments on Business Days.

 Except as provided pursuant to Section 2.01 pursuant to a Board Resolution, and as set forth in an Officers’
Certificate, or established in one or more indentures supplemental to this Indenture, in any case where the date of maturity of interest or principal of any Security or the date of redemption of any Security shall not be a Business Day, then payment
of interest or principal, and premium, if any, may be made on the next succeeding Business Day with the same force and effect as if made on the nominal date of maturity or redemption, and no interest shall accrue for the period after such nominal
date. 
 SECTION 14.09 Conflict with Trust Indenture Act. 

If and to the extent that any provision of this Indenture limits, qualifies or conflicts with the duties imposed by Sections 310 to 317,
inclusive, of the Trust Indenture Act, such imposed duties shall control. 
 SECTION 14.10 Counterparts. 

This Indenture may be executed in any number of counterparts, each of which shall be an original, but such counterparts shall together
constitute but one and the same instrument. 
 SECTION 14.11 Separability. 

In case any one or more of the provisions contained in this Indenture or in the Securities of any series shall for any reason be held to
be invalid, illegal or unenforceable in any respect, such invalidity, illegality or unenforceability shall not affect any other provisions of this Indenture or of such Securities, but this Indenture and such Securities shall be construed as if such
invalid or illegal or unenforceable provision had never been contained herein or therein. 

  
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 SECTION 14.12 Assignment. 

The Company will have the right at all times to assign any of its rights or obligations under this Indenture to a direct or indirect
wholly owned subsidiary of the Company, provided that, in the event of any such assignment, the Company, will remain liable for all such obligations. Subject to the foregoing, the Indenture is binding upon and inures to the benefit of the parties
thereto and their respective successors and assigns. This Indenture may not otherwise be assigned by the parties thereto. 

SECTION 14.13 Acknowledgment of Rights. 
 The Company acknowledges that, with respect to any Securities held by a MetLife Trust or a trustee of such Trust, if the Property Trustee of such Trust fails to enforce its rights under this Indenture as
the holder of the series of Securities held as the assets of such MetLife Trust, any holder of Preferred Securities may institute legal proceedings directly against the Company to enforce such Property Trustee’s rights under this Indenture
without first instituting any legal proceedings against such Property Trustee or any other person or entity. Notwithstanding the foregoing, if an Event of Default has occurred and is continuing and such event is attributable to the failure of the
Company to pay interest or principal on the applicable series of Securities on the date such interest or principal is otherwise payable (or in the case of redemption, on the redemption date), the Company acknowledges that a holder of Preferred
Securities may directly institute a proceeding for enforcement of payment to such holder of the principal of or interest on the applicable series of Securities having a principal amount equal to the aggregate liquidation amount of the Preferred
Securities of such holder as determined after the respective due date specified in the applicable series of Securities. 
 This
instrument may be executed in any number of counterparts, each of which so executed shall be deemed to be an original. But all such counterparts shall together constitute but one and the same instrument. 

  
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 IN WITNESS WHEREOF, the parties hereto have caused this Indenture to be duly executed, and
their respective corporate seals to be hereunto affixed and attested, all as of the day and year first above written. 
  

			
	METLIFE, INC.
		
	By:	 	/s/ Anthony J. Williamson
		 	 Name: Anthony J. Williamson

Title: Senior Vice-President and Treasurer



  

	
	Attest:
	
	/s/ Tracey A. Dedrick
	 Name: Tracey A. Dedrick

Title: Vice President


  

			
	 BANK ONE TRUST COMPANY, N.A.,
 as Trustee

		
	By:	 	/s/ Steve M. Husbands
		 	 Name: Steve M. Husbands

Title: Vice President



  

	
	Attest:
	
	/s/ Illegible
	 Name: Illegible
 Title:
Trust Officer



  
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