EX-4.2



 Exhibit 4.2 
  

 
  

DEPOSIT AGREEMENT 
 among

 METLIFE, INC., 

COMPUTERSHARE INC. AND COMPUTERSHARE TRUST COMPANY, N.A., 

collectively, as Depositary, 

and 
 The Holders From Time
to Time of 
 the Depositary Receipts Described Herein 

Dated as of June 4, 2018 
  

 
  







 TABLE OF CONTENTS 

ARTICLE I 
 DEFINED TERMS 

 

											
	 Section
	  	 	1.1.	 	  	 Definitions
	  	 	1	 

 ARTICLE II 

FORM OF RECEIPTS, DEPOSIT OF PREFERRED STOCK, EXECUTION AND DELIVERY, TRANSFER, SURRENDER AND REDEMPTION OF RECEIPTS 

 

											
	 Section
	 	 	2.1.	 	  	 Form and Transfer of Receipts
	  	 	3	 
	 Section
	 	 	2.2.	 	  	 Deposit of Preferred Stock; Execution and Delivery of Receipts in Respect Thereof
	  	 	4	 
	 Section
	 	 	2.3.	 	  	 Registration of Transfer of Receipts
	  	 	5	 
	 Section
	 	 	2.4.	 	  	 Split-ups and Combinations of Receipts; Surrender of
Receipts and Withdrawal of Preferred Stock
	  	 	6	 
	 Section
	 	 	2.5.	 	  	 Limitations on Execution and Delivery, Transfer, Surrender and Exchange of Receipts
	  	 	7	 
	 Section
	 	 	2.6.	 	  	 Lost Receipts, etc.
	  	 	7	 
	 Section
	 	 	2.7.	 	  	 Cancellation and Destruction of Surrendered Receipts
	  	 	7	 
	 Section
	 	 	2.8.	 	  	 Redemption of Preferred Stock
	  	 	7	 
	 Section
	 	 	2.9.	 	  	 Bank Accounts
	  	 	9	 
	 Section
	 	 	2.10.	 	  	 Receipts Issuable in Global Registered Form
	  	 	9	 

 ARTICLE III 

CERTAIN OBLIGATIONS OF HOLDERS OF RECEIPTS AND THE CORPORATION 
  

											
	 Section
	 	 	3.1.	 	  	 Filing Proofs, Certificates and Other Information
	  	 	10	 
	 Section
	 	 	3.2.	 	  	 Payment of Taxes or Other Governmental Charges
	  	 	11	 
	 Section
	 	 	3.3.	 	  	 Warranty as to Preferred Stock
	  	 	11	 
	 Section
	 	 	3.4.	 	  	 Warranty as to Receipts
	  	 	11	 

 ARTICLE IV 

THE DEPOSITED SECURITIES; NOTICES 
  

											
	 Section
	 	 	4.1.	 	  	 Cash Distributions
	  	 	11	 
	 Section
	 	 	4.2.	 	  	 Distributions Other than Cash, Rights, Preferences or Privileges
	  	 	12	 
	 Section
	 	 	4.3.	 	  	 Subscription Rights, Preferences or Privileges
	  	 	12	 
	 Section
	 	 	4.4.	 	  	 Notice of Dividends, etc.; Fixing Record Date for Holders of Receipts
	  	 	13	 
	 Section
	 	 	4.5.	 	  	 Voting Rights
	  	 	14	 
	 Section
	 	 	4.6.	 	  	 Changes Affecting Deposited Securities and Reclassifications, Recapitalizations, etc.
	  	 	14	 
	 Section
	 	 	4.7.	 	  	 Delivery of Reports
	  	 	15	 
	 Section
	 	 	4.8.	 	  	 Lists of Receipt Holders
	  	 	15	 


  
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 ARTICLE V 

THE DEPOSITARY, THE DEPOSITARY’S AGENTS, THE REGISTRAR AND THE 

CORPORATION 
  

											
	 Section
	 	 	5.1.	 	  	 Maintenance of Offices, Agencies and Transfer Books by the Depositary; Registrar
	  	 	15	 
	 Section
	 	 	5.2.	 	  	Prevention of or Delay in Performance by the Depositary, the Depositary’s Agents, the Registrar or the Corporation	  	 	16	 
	 Section
	 	 	5.3.	 	  	 Obligations of the Depositary, the Depositary’s Agents, the Registrar and the
Corporation
	  	 	16	 
	 Section
	 	 	5.4.	 	  	 Resignation and Removal of the Depositary; Appointment of Successor Depositary
	  	 	19	 
	 Section
	 	 	5.5.	 	  	 Corporate Notices and Reports
	  	 	20	 
	 Section
	 	 	5.6.	 	  	 Indemnification by the Corporation
	  	 	21	 
	 Section
	 	 	5.7.	 	  	 Fees, Charges and Expenses
	  	 	21	 

 ARTICLE VI 

AMENDMENT AND TERMINATION 
  

											
	 Section
	 	 	6.1.	 	  	 Amendment
	  	 	21	 
	 Section
	 	 	6.2.	 	  	 Termination
	  	 	22	 

 ARTICLE VII 

MISCELLANEOUS 
  

											
	 Section
	 	 	7.1.	 	  	 Counterparts
	  	 	22	 
	 Section
	 	 	7.2.	 	  	 Exclusive Benefit of Parties
	  	 	22	 
	 Section
	 	 	7.3.	 	  	 Invalidity of Provisions
	  	 	22	 
	 Section
	 	 	7.4.	 	  	 Notices
	  	 	23	 
	 Section
	 	 	7.5.	 	  	 Depositary’s Agents
	  	 	24	 
	 Section
	 	 	7.6.	 	  	Appointment of Registrar, Dividend Disbursement Agent and Redemption Agent in Respect of Receipts and Preferred Stock	  	 	24	 
	 Section
	 	 	7.7.	 	  	 Holders of Receipts Are Parties
	  	 	24	 
	 Section
	 	 	7.8.	 	  	 Governing Law
	  	 	24	 
	 Section
	 	 	7.9.	 	  	 Inspection of Agreement
	  	 	24	 
	 Section
	 	 	7.10.	 	  	 Headings
	  	 	24	 
	 Section
	 	 	7.11.	 	  	 Force Majeure
	  	 	25	 
	 Section
	 	 	7.12.	 	  	 Further Assurances
	  	 	25	 
	 Section
	 	 	7.13.	 	  	 Confidentiality
	  	 	25	 
	 EXHIBIT A
	  
	  	 [FORM OF FACE OF RECEIPT]
	  	 	A-1	 
	 EXHIBIT B
	  
	  	 [FORM OF OFFICER’S CERTIFICATE]
	  	 	B-1	 


  
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 THIS DEPOSIT AGREEMENT, dated June 4, 2018, among MetLife, Inc., a Delaware corporation (the
“Corporation”), Computershare Inc., a Delaware corporation (“Computershare”), and its wholly owned subsidiary, Computershare Trust Company, N.A., a federally chartered trust company (the “Trust
Company” and together with Computershare, collectively, the “Depositary”), and the Holders from time to time of the Receipts (as defined below). 

WHEREAS, it is desired to provide, as hereinafter set forth in this Agreement, for the deposit of shares of 5.625% Non-Cumulative Preferred Stock, Series E, $0.01 par value per share, $25,000 liquidation preference per share (the “Preferred Stock”), of the Corporation from time to time with the Depositary for
the purposes set forth in this Agreement and for the issuance hereunder of Receipts evidencing Depositary Shares (as defined below) in respect of the Preferred Stock so deposited; and 

WHEREAS, the Receipts are to be substantially in the form of Exhibit A annexed hereto, with appropriate insertions, modifications and
omissions, as hereinafter provided in this Agreement. 
 NOW, THEREFORE, in consideration of the premises, the parties hereto agree as
follows: 
 ARTICLE I 
 DEFINED
TERMS 
 Section 1.1. Definitions. 

The following definitions shall for all purposes, unless otherwise indicated, apply to the respective terms used in this Agreement: 

“Agreement” shall mean this Deposit Agreement, as amended or supplemented from time to time in accordance with the terms
hereof. 
 “Certificate of Designations” shall mean the relevant Certificate of Designations with respect to the Preferred
Stock filed with the Secretary of State of the State of Delaware establishing the Preferred Stock as a series of preferred stock of the Corporation. 

“Corporation” shall have the meaning ascribed thereto in the recitals. 

“Computershare” shall have the meaning ascribed thereto in the recitals. 

“Depositary” shall have the meaning ascribed thereto in the recitals. 

“Depositary Shares” shall mean the depositary shares, each representing a 1/1,000th interest in one share of the Preferred Stock, evidenced by a Receipt. 

“Depositary’s Agent” shall mean an agent appointed by the Depositary pursuant to
Section 7.5. 

  
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 “Depositary’s Office” shall mean the principal office of the
Depositary at which at any particular time its depositary receipt business shall be administered, which is currently located at 480 Washington Boulevard, Jersey City, NJ 07310. 

“DTC” shall mean The Depository Trust Company. 

“Effective Date” shall mean the date first stated above. 

“Exchange Act” shall mean the Securities Exchange Act of 1934, as amended. 

“Exchange Event” shall mean with respect to any Global Registered Receipt: 

(1) (A) the Global Receipt Depository which is the Holder of such Global Registered Receipt or Receipts notifies the Corporation that it is no
longer willing or able to properly discharge its responsibilities under any Letter of Representations or that it is no longer eligible or in good standing under the Exchange Act, and (B) the Corporation has not appointed a qualified successor
Global Receipt Depository within 90 calendar days after the Corporation received such notice, or 
 (2) the Corporation in its sole
discretion notifies the Depositary in writing that the Receipts or portion thereof issued or issuable in the form of one or more Global Registered Receipts shall no longer be represented by such Global Receipt or Receipts. 

“Global Receipt Depository” shall mean, with respect to any Receipt issued hereunder, DTC or such other entity designated as
Global Receipt Depository by the Corporation in or pursuant to this Agreement, which entity must be, to the extent required by any applicable law or regulation, a clearing agency registered under the Exchange Act. 

“Global Registered Receipts” shall mean a global registered Receipt, in definitive or book-entry form, registered in the name
of a nominee of DTC. 
 “Letter of Representations” shall mean any applicable agreement among the Corporation, the
Depositary and a Global Receipt Depository with respect to such Global Receipt Depository’s rights and obligations with respect to any Global Registered Receipts, as the same may be amended, supplemented, restated or otherwise modified from
time to time and any successor agreement thereto. 
 “Officer’s Certificate” shall mean a certificate in substantially
the form set forth as Exhibit B hereto, which is signed by an officer of the Corporation and which shall include the terms and conditions of the Preferred Stock to be issued by the Corporation and deposited with the Depositary from time to
time in accordance with the terms hereof. 
 “Preferred Stock” shall have the meaning ascribed thereto in the recitals.

 “Receipt” shall mean one of the depositary receipts issued hereunder, substantially in the form set forth as Exhibit
A hereto, whether in definitive or temporary form, and evidencing the number of Depositary Shares with respect to the Preferred Stock held of record by the Record Holder of such Depositary Shares. 

  
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 “Record Holder” or “Holder” as applied to a Receipt
shall mean the person in whose name such Receipt is registered on the books of the Depositary maintained for such purpose. 

“Redemption Date” shall have the meaning set forth in Section 2.8. 

“Registrar” shall mean Computershare or such other successor bank or trust company which shall be appointed by the
Corporation to register ownership and transfers of Receipts as herein provided; and if a successor Registrar shall be so appointed, references herein to “the books” of or maintained by Computershare shall be deemed, as applicable,
to refer as well to the register maintained by such Registrar for such purpose. 
 “Securities Act” shall mean the
Securities Act of 1933, as amended. 
 “Trust Company” shall have the meaning ascribed thereto in the recitals. 

ARTICLE II 
 FORM OF RECEIPTS,
DEPOSIT OF PREFERRED STOCK, EXECUTION AND DELIVERY, TRANSFER, SURRENDER AND REDEMPTION OF RECEIPTS 
 Section 2.1. Form and Transfer
of Receipts.  
 The definitive Receipts shall be substantially in the form set forth in Exhibit A annexed to this
Agreement, with appropriate insertions, modifications and omissions, as hereinafter provided. Pending the preparation of definitive Receipts, the Depositary, upon the written order of the Corporation, delivered in compliance with
Section 2.2, shall execute and deliver temporary Receipts which may be printed, lithographed, typewritten, mimeographed or otherwise substantially of the tenor of the definitive Receipts in lieu of which they are issued and
with such appropriate insertions, omissions, substitutions and other variations as the persons executing such Receipts may determine, as evidenced by their execution of such Receipts. If temporary Receipts are issued, the Corporation and the
Depositary will cause definitive Receipts to be prepared without unreasonable delay. After the preparation of definitive Receipts, the temporary Receipts shall be exchangeable for definitive Receipts upon surrender of the temporary Receipts at an
office described in the penultimate paragraph of Section 2.2, without charge to the Holder. Upon surrender for cancellation of any one or more temporary Receipts, the Depositary shall execute and deliver in exchange
therefor definitive Receipts representing the same number of Depositary Shares as represented by the surrendered temporary Receipt or Receipts. Such exchange shall be made at the Corporation’s expense and without any charge therefor. Until so
exchanged, the temporary Receipts shall in all respects be entitled to the same benefits under this Agreement as definitive Receipts. 

Receipts shall be executed by the Depositary by the manual or facsimile signature of a duly authorized officer of the Depositary. No Receipt
shall be entitled to any benefits under this Agreement or be valid or obligatory for any purpose unless it shall have been executed manually or by facsimile signature by a duly authorized officer of the Depositary or, if a


  
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Registrar for the Receipts (other than the Depositary) shall have been appointed, by manual or facsimile signature of a duly authorized officer of the Depositary and countersigned by manual or
facsimile signature by a duly authorized officer of such Registrar. The Depositary shall record on its books each Receipt so signed and delivered as hereinafter provided. Receipts bearing the manual or facsimile signature of a duly authorized
signatory of the Depositary who was at such time a proper signatory of the Depositary shall bind the Depositary, notwithstanding that such signatory ceased to hold such office prior to the execution and delivery of such Receipts by the Registrar or
did not hold such office on the date of issuance of such receipts. 
 Receipts shall be in denominations of any number of whole Depositary
Shares. All Receipts shall be dated the date of their issuance. 
 Receipts may be endorsed with or have incorporated in the text thereof
such legends or recitals or changes not inconsistent with the provisions of this Agreement all as may be required by the Depositary and approved by the Corporation or required to comply with any applicable law or any regulation thereunder or with
the rules and regulations of any securities exchange upon which the Preferred Stock, the Depositary Shares or the Receipts may be listed or to conform with any usage with respect thereto, or to indicate any special limitations or restrictions to
which any particular Receipts are subject. 
 Title to Depositary Shares evidenced by a Receipt which is properly endorsed or accompanied by
a properly executed instrument of transfer, shall be transferable by delivery with the same effect as in the case of a negotiable instrument in accordance with the Depositary’s procedures; provided, however, that until transfer of
any particular Receipt shall be registered on the books of the Depositary as provided in Section 2.3, the Depositary may, notwithstanding any notice to the contrary, treat the Record Holder thereof at such time as the
absolute owner thereof for the purpose of determining the person entitled to distributions of dividends or other distributions or to any notice provided for in this Agreement and for all other purposes. 

Section 2.2. Deposit of Preferred Stock; Execution and Delivery of Receipts in Respect Thereof. 

Subject to the terms and conditions of this Agreement, the Corporation may from time to time deposit shares of Preferred Stock under this
Agreement by delivery to the Depositary, including via electronic book-entry, such shares of Preferred Stock to be deposited, properly endorsed or accompanied, if required by the Depositary, by a duly executed instrument of transfer or endorsement,
in form satisfactory to the Depositary, together with (i) all such certifications as may be required by the Depositary in accordance with the provisions of this Agreement and an executed Officer’s Certificate attaching the Certificate of
Designations and all other information required to be set forth therein, (ii) an opinion of counsel to the Corporation addressed to the Depository containing opinions, or a letter of counsel to the Corporation authorizing reliance on such
counsel’s opinions delivered to the underwriters named therein, relating to, (A) the existence and good standing of the Corporation, (B) the due authorization of the Depositary Shares and the status of the Depositary Shares as validly
issued, fully paid and non-assessable, and (C) the effectiveness of any registration statement under the Securities Act relating to the Depositary Shares or whether exemption from such registration is
applicable, and (iii) a written order of the Corporation directing the Depositary to execute and deliver to, or upon 

  
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the written order of, the person or persons stated in such order a Receipt or Receipts evidencing in the aggregate the number of Depositary Shares representing such deposited Preferred Stock.
Each Officer’s Certificate delivered to the Depositary in accordance with the terms of this Agreement shall be deemed to be incorporated into this Agreement and shall be binding on the Corporation, the Depositary and the Holders of Receipts to
which such Officer’s Certificate relates. 
 The Preferred Stock that is deposited shall be held by the Depositary at the
Depositary’s Office or at such other place or places as the Depositary shall determine. The Depositary shall not lend any Preferred Stock deposited hereunder. 

Upon receipt by the Depositary of Preferred Stock deposited in accordance with the provisions of this Section 2.2,
together with the other documents required as above specified, and upon recordation of the Preferred Stock on the books of the Corporation (or its duly appointed transfer agent) in the name of the Depositary or its nominee, the Depositary, subject
to the terms and conditions of this Agreement, shall execute and deliver to or upon the order of the person or persons named in the written order delivered to the Depositary referred to in the first paragraph of this Section, a Receipt or
Receipts evidencing in the aggregate the number of Depositary Shares representing the Preferred Stock so deposited and registered in such name or names as may be requested by such person or persons. The Depositary shall execute and deliver such
Receipt or Receipts at the Depositary’s Office or such other offices, if any, as the Depositary may designate. Delivery at other offices shall be at the risk and expense of the person requesting such delivery. 

Section 2.3. Registration of Transfer of Receipts. 

Subject to the terms and conditions of this Agreement, the Depositary shall register on its books from time to time transfers of Receipts upon
any surrender thereof by the Holder in person or by duly authorized attorney, properly endorsed or accompanied by a properly executed instrument of transfer which shall be affixed with the signature guarantee of a guarantor institution which is a
participant in a signature guarantee program approved by the Securities Transfer Association, and any other reasonable evidence of authority that may be required by the Depositary, together with evidence of the payment by the applicable party of any
taxes or charges as may be required by law. Thereupon, the Depositary shall execute a new Receipt or Receipts evidencing the same aggregate number of Depositary Shares as those evidenced by the Receipt or Receipts surrendered and deliver such new
Receipt or Receipts to or upon the order of the person entitled thereto. 
 The Depositary shall not be required (a) to issue, transfer
or exchange any Receipts for a period beginning at the opening of business 15 days prior to any selection of Depositary Shares and Preferred Stock to be redeemed and ending at the close of business on the day of the mailing of notice of redemption,
or (b) to transfer or exchange for another Receipt any Receipt called or being called for redemption in whole or in part except as provided in Section 2.8. 

  
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 Section 2.4. Split-ups and Combinations of
Receipts; Surrender of Receipts and Withdrawal of Preferred Stock. 
 Upon surrender of a Receipt or Receipts at the Depositary’s
Office or at such other offices as it may designate for the purpose of effecting a split-up or combination of such Receipt or Receipts, and subject to the terms and conditions of this Agreement, the Depositary
shall execute a new Receipt or Receipts in the authorized denomination or denominations requested, evidencing the aggregate number of Depositary Shares evidenced by the Receipt or Receipts surrendered, and shall deliver such new Receipt or Receipts
to or upon the order of the Holder of the Receipt or Receipts so surrendered. 
 Any Holder of a Receipt or Receipts may withdraw the number
of whole shares of Preferred Stock and all money and other property, if any, represented thereby by surrendering such Receipt or Receipts at the Depositary’s Office or at such other offices as the Depositary may designate for such withdrawals.
Thereafter, without unreasonable delay, the Depositary shall deliver to such Holder, or to the person or persons designated by such Holder as hereinafter provided, the number of whole shares of Preferred Stock and all money and other property, if
any, represented by the Receipt or Receipts so surrendered for withdrawal, but Holders of such whole shares of Preferred Stock will not thereafter be entitled to deposit such Preferred Stock hereunder or to receive a Receipt evidencing Depositary
Shares therefor. If a Receipt delivered by the Holder to the Depositary in connection with such withdrawal shall evidence a number of Depositary Shares in excess of the number of Depositary Shares representing the number of whole shares of Preferred
Stock, the Depositary shall at the same time, in addition to such number of whole shares of Preferred Stock and such money and other property, if any, to be so withdrawn, deliver to such Holder, or subject to Section 2.3
upon his order, a new Receipt evidencing such excess number of Depositary Shares. 
 In no event will fractional shares of Preferred Stock
(or any cash payment in lieu thereof) be delivered by the Depositary. Delivery of the Preferred Stock and money and other property, if any, being withdrawn may be made by the delivery of such certificates, documents of title and other instruments as
the Depositary may deem appropriate, which, if required by the Depositary, shall be properly endorsed or accompanied by proper instruments of transfer including, but not limited to, a signature guarantee. 

If the Preferred Stock and the money and other property, if any, being withdrawn are to be delivered to a person or persons other than the
Record Holder of the related Receipt or Receipts being surrendered for withdrawal of such Preferred Stock, such Holder shall execute and deliver to the Depositary a written order so directing the Depositary and the Depositary may require that the
Receipt or Receipts surrendered by such Holder for withdrawal of such shares of Preferred Stock be properly endorsed in blank or accompanied by a properly executed instrument of transfer in blank. 

Delivery of the Preferred Stock and the money and other property, if any, represented by Receipts surrendered for withdrawal shall be made by
the Depositary at the Depositary’s Office, except that, at the request, risk and expense of the Holder surrendering such Receipt or Receipts and for the account of the Holder thereof, such delivery may be made at such other place as may be
designated by such Holder. 

  
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 Section 2.5. Limitations on Execution and Delivery, Transfer, Surrender and Exchange of
Receipts. 
 As a condition precedent to the execution and delivery, registration and registration of transfer, split-up, combination, surrender or exchange of any Receipt, the Depositary, any of the Depositary’s Agents or the Corporation may require payment to it of a sum sufficient for the payment (or, in the event
that the Depositary or the Corporation shall have made such payment, the reimbursement to it) of any charges or expenses payable by the Holder of a Receipt pursuant to Section 5.7, may require the production of evidence
satisfactory to it as to the identity and genuineness of any signature, including a signature guarantee, and any other reasonable evidence of authority that may be required by the Depositary, and may also require compliance with such regulations, if
any, as the Depositary or the Corporation may establish consistent with the provisions of this Agreement and/or applicable law. 
 The
deposit of the Preferred Stock may be refused, the delivery of Receipts against Preferred Stock may be suspended, the registration of transfer of Receipts may be refused and the registration of transfer, surrender or exchange of outstanding Receipts
may be suspended (i) during any period when the register of stockholders of the Corporation is closed or (ii) if any such action is deemed necessary or advisable by the Depositary, any of the Depositary’s Agents or the Corporation at
any time or from time to time because of any requirement of law or of any government or governmental body or commission or under any provision of this Agreement. 

Section 2.6. Lost Receipts, etc. 

In case any Receipt shall be mutilated, destroyed, lost or stolen, the Depositary in its discretion may execute and deliver a Receipt of like
form and tenor in exchange and substitution for such mutilated Receipt upon cancellation thereof, or in lieu of and in substitution for such destroyed, lost or stolen Receipt, upon (i) the filing by the Holder thereof with the Depositary of
evidence satisfactory to the Depositary of such destruction or loss or theft of such Receipt, of the authenticity thereof and of his or her ownership thereof, (ii) the Holder thereof furnishing the Depositary with an affidavit and an indemnity
or bond satisfactory to the Depositary, and (iii) the payment of any reasonable expense in connection with such execution and delivery. Applicants for such substitute Receipts shall also comply with such other reasonable regulations and pay
such other reasonable charges as the Depositary may prescribe and as required by Section 8-405 of the Uniform Commercial Code. 

Section 2.7. Cancellation and Destruction of Surrendered Receipts. 

All Receipts surrendered to the Depositary or any Depositary’s Agent shall be cancelled by the Depositary. Except as prohibited by
applicable law or regulation, the Depositary is authorized and directed to destroy all Receipts so cancelled. 
 Section 2.8.
Redemption of Preferred Stock. 
 Whenever the Corporation shall be permitted and shall elect to redeem shares of Preferred Stock in
accordance with the terms of the Certificate of Designations, it shall (unless otherwise agreed to in writing with the Depositary) give or cause to be given to the Depositary, not less than 35 days and not more than 65 days prior to the Redemption
Date (as defined 

  
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below), notice of the date of such proposed redemption of Preferred Stock and of the number of such shares held by the Depositary to be so redeemed and the applicable redemption price, and the
place or places where the certificates evidencing such shares, if any, are to be surrendered for payment of the redemption price, which notice shall be accompanied by a certificate from the Corporation stating that such redemption of Preferred Stock
is in accordance with the provisions of the Certificate of Designations. On the date of such redemption, provided that the Corporation shall then have paid or caused to be paid in full to Computershare the redemption price of the Preferred
Stock to be redeemed, plus an amount equal to any declared and unpaid dividends (without accumulation of any undeclared dividends) thereon to the date fixed for redemption, in accordance with the provisions of the Certificate of Designations, the
Depositary shall redeem the number of Depositary Shares representing such Preferred Stock. The Depositary shall mail notice of the Corporation’s redemption of Preferred Stock and the proposed simultaneous redemption of the number of Depositary
Shares representing the Preferred Stock to be redeemed by first-class mail, postage prepaid (or another reasonably acceptable transmission method), not less than 30 days and not more than 60 days prior to the date fixed for redemption of such
Preferred Stock and Depositary Shares (the “Redemption Date”), to the Record Holders of the Receipts evidencing the Depositary Shares to be so redeemed at their respective last addresses as they appear on the records of the
Depositary; but neither failure to mail any such notice of redemption of Depositary Shares to one or more such Holders nor any defect in any notice of redemption of Depositary Shares to one or more such Holders shall affect the sufficiency of the
proceedings for redemption as to the other Holders. Each such notice shall be prepared by the Corporation and shall state: (i) the Redemption Date; (ii) the number of Depositary Shares to be redeemed and, if less than all the Depositary
Shares held by any such Holder are to be redeemed, the number of such Depositary Shares held by such Holder to be so redeemed; (iii) the redemption price or the manner of its calculation; (iv) the place or places where Receipts evidencing
such Depositary Shares are to be surrendered for payment of the redemption price; and (v) that dividends in respect of the Preferred Stock represented by such Depositary Shares to be redeemed will cease to accrue on such Redemption Date. In
case less than all the outstanding Depositary Shares are to be redeemed, the Depositary Shares to be so redeemed shall be selected either pro rata or by lot. 

Notice having been mailed or transmitted by the Depositary as aforesaid, from and after the Redemption Date (unless the Corporation shall have
failed to provide the funds necessary to redeem the Preferred Stock evidenced by the Depositary Shares called for redemption) (i) dividends on the shares of Preferred Stock so called for Redemption shall cease to accrue from and after such
date, (ii) the Depositary Shares being redeemed from such proceeds shall be deemed no longer to be outstanding, (iii) all rights of the Holders of Receipts evidencing such Depositary Shares (except the right to receive the amounts
described in clause (iv) of this paragraph) shall, to the extent of such Depositary Shares, cease and terminate, and (iv) upon surrender in accordance with such redemption notice of the Receipts evidencing any such Depositary Shares called
for redemption (properly endorsed or assigned for transfer, if the Depositary or applicable law shall so require), such Depositary Shares shall be redeemed by the Depositary at a redemption price per Depositary Share equal to 1/1,000th of the redemption price per share of Preferred Stock so redeemed plus all money and other property, if any, represented by such Depositary Shares, including all amounts paid by the Corporation in
respect of dividends in accordance with the provisions of the Certificate of Designations. 

  
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 If fewer than all of the Depositary Shares evidenced by a Receipt are called for redemption, the
Depositary will deliver to the Holder of such Receipt upon its surrender to the Depositary, together with the redemption payment, a new Receipt evidencing the Depositary Shares evidenced by such prior Receipt and not called for redemption. 

Section 2.9. Receipt of Funds. 

All funds received by Computershare under this Deposit Agreement that are to be distributed or applied by Computershare in the performance of
the services hereunder (the “Funds”) shall be held by Computershare as agent for the Corporation and deposited in one or more bank accounts to be maintained by Computershare in its name as agent for the Corporation. Until paid pursuant to
this Deposit Agreement, Computershare may hold or invest the Funds through such accounts in: (i) obligations of, or guaranteed by, the United States of America, (ii) commercial paper obligations rated
A-1 or P-1 or better by Standard & Poor’s Corporation (“S&P”) or Moody’s Investors Service, Inc. (“Moody’s”),
respectively, (iii) money market funds that comply with Rule 2a-7 of the Investment Company Act of 1940, or (iv) demand deposit accounts, short-term certificates of deposit, bank repurchase
agreements or bankers’ acceptances, of commercial banks with Tier 1 capital exceeding $1 billion or with an average rating above investment grade by S&P (LT Local Issuer Credit Rating), Moody’s (Long Term Rating) and Fitch
Ratings, Inc. (LT Issuer Default Rating) (each as reported by Bloomberg Finance L.P.). Computershare shall have no responsibility or liability for any diminution of the Funds that may result from any deposit or investment made by Computershare in
accordance with this paragraph, including any losses resulting from a default by any bank, financial institution or other third party. Computershare may from time to time receive interest, dividends or other earnings in connection with such deposits
or investments. Computershare shall not be obligated to pay such interest, dividends or earnings to the Corporation, any holder or any other party. 

Section 2.10. Receipts Issuable in Global Registered Form. 

If the Corporation shall determine in a writing delivered to the Depositary that the Receipts are to be issued in whole or in part in the form
of one or more Global Registered Receipts, then the Depositary shall, in accordance with the other provisions of this Agreement, execute and deliver one or more Global Registered Receipts evidencing such Receipts, which (i) shall represent, and
shall be denominated in the aggregate number of Receipts to be represented by such Global Registered Receipt or Receipts, and (ii) shall be registered in the name of the Global Receipt Depository therefor or its nominee. 

Notwithstanding any other provision of this Agreement to the contrary, unless otherwise provided in the Global Registered Receipt, a Global
Registered Receipt may only be transferred in whole and only by the applicable Global Receipt Depository for such Global Registered Receipt to a nominee of such Global Receipt Depository, or by a nominee of such Global Receipt Depository to such
Global Receipt Depository or another nominee of such Global Receipt Depository, or by such Global Receipt Depository or any such nominee to a successor Global Receipt Depository for such Global Registered Receipt selected or approved by the
Corporation or to a nominee of such successor Global Receipt Depository. Except as provided below, owners solely of beneficial interests in a Global Registered Receipt shall not be entitled to receive physical delivery of the Receipts represented by
such Global Registered Receipt. Neither 

  
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any such beneficial owner nor any direct or indirect participant of a Global Receipt Depository shall have any rights under this Agreement with respect to any Global Registered Receipt held on
their behalf by a Global Receipt Depository and such Global Receipt Depository may be treated by the Corporation, the Depositary and any director, officer, employee or agent of the Corporation or the Depositary as the holder of such Global
Registered Receipt for all purposes whatsoever. Unless and until definitive Receipts are delivered to the owners of the beneficial interests in a Global Registered Receipt, (1) the applicable Global Receipt Depository will make book-entry
transfers among its participants and receive and transmit all payments and distributions in respect of the Global Registered Receipts to such participants, in each case, in accordance with its applicable procedures and arrangements, and
(2) whenever any notice, payment or other communication to the holders of Global Registered Receipts is required under this Agreement, the Corporation and the Depositary shall give all such notices, payments and communications specified herein
to be given to such holders to the applicable Global Receipt Depository. 
 If an Exchange Event has occurred with respect to any Global
Registered Receipt, then, in any such event, the Depositary, upon receipt of a written order from the Corporation for the execution and delivery of individual definitive registered Receipts in exchange for such Global Registered Receipt, shall
execute and deliver individual definitive registered Receipts, in authorized denominations and of like tenor and terms in an aggregate number equal to the beneficial interests represented by such Global Registered Receipt in exchange for such Global
Registered Receipt. 
 Definitive registered Receipts issued in exchange for a Global Registered Receipt pursuant to this
Section 2.10 shall be registered in such names and in such authorized denominations as the Global Receipt Depository for such Global Registered Receipt, pursuant to instructions from its participants, shall instruct the
Depositary in writing. The Depositary shall deliver such Receipts to the persons in whose names such Receipts are so registered. 

Notwithstanding anything to the contrary in this Agreement, should the Corporation determine that the Receipts should be issued as a Global
Registered Receipt, the parties hereto shall comply with the terms of any Letter of Representations. 
 Section 2.11. Appointment of
Depositary. 
 The Corporation hereby appoints the Depositary as depositary for the Preferred Stock, and the Depositary hereby accepts
such appointment, on the express terms and conditions set forth in this Agreement. 
 ARTICLE III 

CERTAIN OBLIGATIONS OF HOLDERS OF RECEIPTS AND THE CORPORATION 

Section 3.1. Filing Proofs, Certificates and Other Information.  

Any Holder of a Receipt may be required from time to time to file such proof of residence, or other matters or other information, to execute
such certificates and to make such representations and warranties as the Depositary or the Corporation may reasonably deem necessary or proper. The Depositary or the Corporation may withhold the delivery, or delay the


  
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registration of transfer or redemption, of any Receipt or the withdrawal of the Preferred Stock represented by the Depositary Shares and evidenced by a Receipt or the distribution of any dividend
or other distribution or the sale of any rights or of the proceeds thereof until such proof or other information is filed or such certificates are executed or such representations and warranties are made. 

Section 3.2. Payment of Taxes or Other Governmental Charges.  

Holders of Receipts shall be obligated to make payments to the Depositary of certain taxes, charges and expenses, as provided in
Section 5.7. Registration of transfer of any Receipt or any withdrawal of Preferred Stock and all money or other property, if any, represented by the Depositary Shares evidenced by such Receipt may be refused until any such
payment due is made, and any dividends, interest payments or other distributions may be withheld or any part of or all the Preferred Stock or other property represented by the Depositary Shares evidenced by such Receipt and not theretofore sold may
be sold for the account of the Holder thereof (after attempting by reasonable means to notify such Holder prior to such sale), and such dividends, interest payments or other distributions or the proceeds of any such sale may be applied to any
payment of such charges or expenses, the Holder of such Receipt remaining liable for any deficiency. 
 Section 3.3. Warranty as to
Preferred Stock.  
 The Corporation hereby represents and warrants that the Preferred Stock, when issued, will be duly
authorized, validly issued, fully paid and nonassessable. Such representation and warranty shall survive the deposit of the Preferred Stock and the issuance of the related Receipts. 

Section 3.4. Warranty as to Receipts.  

The Corporation hereby represents and warrants that the Receipts, when issued, will represent legal and valid interests in the Preferred
Stock. Such representation and warranty shall survive the deposit of the Preferred Stock and the issuance of the Receipts. 
 ARTICLE IV 

THE DEPOSITED SECURITIES; NOTICES 

Section 4.1. Cash Distributions.  

Whenever Computershare shall receive any cash dividend or other cash distribution on the Preferred Stock, Computershare shall, subject to
Sections 3.1 and 3.2, distribute to Record Holders of Receipts on the record date fixed pursuant to Section 4.4 such amounts of such dividend or distribution as are, as nearly as practicable, in proportion to
the respective numbers of Depositary Shares evidenced by the Receipts held by such Holders; provided, however, that in case the Corporation or Computershare shall be required to withhold and shall withhold from any cash dividend or
other cash distribution in respect of the Preferred Stock an amount on account of taxes, the amount made available for distribution or distributed in respect of Depositary Shares shall be reduced accordingly. Computershare shall distribute or make
available for distribution, as the case may be, only such amount, however, as can be 

  
 11 








 
distributed without attributing to any Holder of Receipts a fraction of one cent, and any balance not so distributable shall be held by the Depositary (without liability for interest thereon) and
shall be added to and be treated as part of the next sum received by the Depositary or distribution to Record Holders of Receipts then outstanding. Each Holder of a Receipt shall provide the Depositary with its certified tax identification number on
a properly completed Form W-8 or W-9, as may be applicable. Each Holder of a Receipt acknowledges that, in the event of
non-compliance with the preceding sentence, the Internal Revenue Code of 1986, as amended, may require withholding by the Corporation or Computershare of a portion of any of the distributions to be made
hereunder. 
 Section 4.2. Distributions Other than Cash, Rights, Preferences or Privileges.  

Whenever the Depositary shall receive any distribution other than cash, rights, preferences or privileges upon the Preferred Stock, the
Depositary shall, at the direction of the Corporation, subject to Sections 3.1 and 3.2, distribute to Record Holders of Receipts on the record date fixed pursuant to Section 4.4 such amounts of the securities
or property received by it as are, as nearly as practicable, in proportion to the respective numbers of Depositary Shares evidenced by such Receipts held by such Holders, in any manner that the Depositary may deem equitable and practicable for
accomplishing such distribution. If in the opinion of the Depositary such distribution cannot be made proportionately among such Record Holders in accordance with the direction of the Corporation, or if for any other reason (including any
requirement that the Corporation or the Depositary withhold an amount on account of taxes) the Depositary deems, after consultation with the Corporation, such distribution not to be feasible, the Depositary may, with the approval of the Corporation,
adopt such method as it deems equitable and practicable for the purpose of effecting such distribution, including the sale (at public or private sale) of the securities or property thus received, or any part thereof, in a commercially reasonable
manner. The net proceeds of any such sale shall, subject to Sections 3.1 and 3.2, be distributed or made available for distribution, as the case may be, by Computershare to Record Holders of Receipts as provided by
Section 4.1 in the case of a distribution received in cash. The Corporation shall not make any distribution of such securities or property to the Depositary and the Depositary shall not make any distribution of such
securities or property to the Holders of Receipts unless the Corporation shall have provided an opinion of counsel stating that such securities or property have been registered under the Securities Act or do not need to be registered in connection
with such distributions. 
 Section 4.3. Subscription Rights, Preferences or Privileges.  

If the Corporation shall at any time offer or cause to be offered to the persons in whose names the Preferred Stock is recorded on the books
of the Corporation any rights, preferences or privileges to subscribe for or to purchase any securities or any rights, preferences or privileges of any other nature, such rights, preferences or privileges shall in each such instance be communicated
promptly to the Depositary and thereafter such rights, options or privileges shall be made available by the Depositary to the Record Holders of Receipts in such manner as the Corporation shall instruct the Depositary in writing, either by the issue
to such Record Holders of warrants representing such rights, preferences or privileges or by such other method as may be approved by the Depositary in its discretion with the approval of the Corporation; provided, however, that
(i) if at the time of issue or offer of any such rights, preferences or 

  
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privileges the Depositary determines that it is not lawful or (after consultation with the Corporation) not feasible to make such rights, preferences or privileges available to Holders of
Receipts by the issue of warrants or otherwise, or (ii) if and to the extent so instructed by Holders of Receipts who do not desire to exercise such rights, preferences or privileges, then the Depositary, in its discretion (with approval of the
Corporation, in any case where the Depositary has determined that it is not feasible to make such rights, preferences or privileges available), may, if applicable laws or the terms of such rights, preferences or privileges permit such transfer, sell
such rights, preferences or privileges at public or private sale, at such place or places and upon such terms as it may deem proper. The net proceeds of any such sale shall, subject to Sections 3.1 and 3.2, be distributed by the
Depositary to the Record Holders of Receipts entitled thereto as provided by Section 4.1 in the case of a distribution received in cash. The Depositary shall not make any distribution of such rights, preferences or
privileges, unless the Corporation shall have provided to the Depositary an opinion of counsel stating that such rights, preferences or privileges have been registered under the Securities Act or do not need to be so registered. 

The Corporation shall notify the Depositary whether registration under the Securities Act of the securities to which any rights, preferences
or privileges relate is required in order for Holders of Receipts to be offered or sold the securities to which such rights, preferences or privileges relate, and the Corporation agrees with the Depositary that it will file promptly a registration
statement pursuant to the Securities Act with respect to such rights, preferences or privileges and securities and use its best efforts and take all steps available to it to cause such registration statement to become effective sufficiently in
advance of the expiration of such rights, preferences or privileges to enable such Holders to exercise such rights, preferences or privileges. In no event shall the Depositary make available to the Holders of Receipts any right, preference or
privilege to subscribe for or to purchase any securities unless and until such registration statement shall have become effective, or the Corporation shall have provided to the Depositary an opinion of counsel to the effect that the offering and
sale of such securities to the Holders are exempt from registration under the provisions of the Securities Act. 
 The Corporation shall
notify the Depositary whether any other action under the laws of any jurisdiction or any governmental or administrative authorization, consent or permit is required in order for such rights, preferences or privileges to be made available to Holders
of Receipts, and the Corporation agrees with the Depositary that the Corporation will use its reasonable best efforts to take such action or obtain such authorization, consent or permit sufficiently in advance of the expiration of such rights,
preferences or privileges to enable such Holders to exercise such rights, preferences or privileges. 
 Section 4.4. Notice of
Dividends, etc.; Fixing Record Date for Holders of Receipts.  
 Whenever any cash dividend or other cash distribution shall
become payable or any distribution other than cash shall be made, or if rights, preferences or privileges shall at any time be offered, with respect to the Preferred Stock, or whenever the Depositary shall receive notice of any meeting at which
holders of the Preferred Stock are entitled to vote or of which holders of the Preferred Stock are entitled to notice, or whenever the Depositary and the Corporation shall decide it is appropriate, the Depositary shall in each such instance fix a
record 

  
 13 








 
date (which shall be the same date as the record date fixed by the Corporation with respect to or otherwise in accordance with the terms of the Preferred Stock) for the determination of the
Holders of Receipts who shall be entitled to receive such dividend, distribution, rights, preferences or privileges or the net proceeds of the sale thereof, or to give instructions for the exercise of voting rights at any such meeting, or who shall
be entitled to notice of such meeting or for any other appropriate reasons. 
 Section 4.5. Voting Rights.  

Subject to the provisions of the Certificate of Designations, upon receipt of notice of any meeting at which the holders of the Preferred
Stock are entitled to vote, the Depositary shall, as soon as practicable thereafter, mail to the Record Holders of Receipts a notice prepared by the Corporation which shall contain (i) such information as is contained in such notice of meeting
and (ii) a statement that the Holders may, subject to any applicable restrictions, instruct the Depositary as to the exercise of the voting rights pertaining to the amount of Preferred Stock represented by their respective Depositary Shares
(including an express indication that instructions may be given to the Depositary to give a discretionary proxy to a person designated by the Corporation) and a brief statement as to the manner in which such instructions may be given. Upon the
written request of the Holders of Receipts on the relevant record date, the Depositary shall endeavor insofar as practicable to vote or cause to be voted, in accordance with the instructions set forth in such requests, the maximum number of whole
shares of Preferred Stock represented by the Depositary Shares evidenced by all Receipts as to which any particular voting instructions are received. The Corporation hereby agrees to take all reasonable action which may be deemed necessary by the
Depositary in order to enable the Depositary to vote such Preferred Stock or cause such Preferred Stock to be voted. In the absence of specific instructions from the Holder of a Receipt, the Depositary will not vote (but, at its discretion, may
appear at any meeting with respect to such Preferred Stock unless directed to the contrary by the Holders of all the Receipts) to the extent of the Preferred Stock represented by the Depositary Shares evidenced by such Receipt. 

Section 4.6. Changes Affecting Deposited Securities and Reclassifications, Recapitalizations, etc.  

Upon any change in par or stated value, split-up, combination or any other reclassification of the
Preferred Stock, subject to the provisions of the Certificate of Designations, or upon any recapitalization, reorganization, merger or consolidation affecting the Corporation or to which it is a party, the Depositary may in its discretion with the
approval of, and shall upon the instructions of, the Corporation, and (in either case) in such manner as the Depositary may deem equitable, (i) make such adjustments as are certified by the Corporation in the fraction of an interest represented
by one Depositary Share in one share of Preferred Stock and in the ratio of the redemption price per Depositary Share to the redemption price per share of Preferred Stock, in each case as may be necessary fully to reflect the effects of such change
in par or stated value, split-up, combination or other reclassification of the Preferred Stock, or of such recapitalization, reorganization, merger or consolidation and (ii) treat any securities which
shall be received by the Depositary in exchange for or upon conversion of or in respect of the Preferred Stock as new deposited securities so received in exchange for or upon conversion or in respect of such Preferred Stock. In any such case the
Depositary may in its discretion, with the 

  
 14 








 
approval of the Corporation, execute and deliver additional Receipts or may call for the surrender of all outstanding Receipts to be exchanged for new Receipts specifically describing such new
deposited securities. Anything to the contrary herein notwithstanding, Holders of Receipts shall have the right from and after the effective date of any such change in par or stated value, split-up,
combination or other reclassification of the Preferred Stock or any such recapitalization, reorganization, merger or consolidation to surrender such Receipts to the Depositary with instructions to convert, exchange or surrender the Preferred Stock
represented thereby only into or for, as the case may be, the kind and amount of shares and other securities and property and cash into which the Preferred Stock represented by such Receipts might have been converted or for which such Preferred
Stock might have been exchanged or surrendered immediately prior to the effective date of such transaction. 
 Section 4.7. Delivery
of Reports.  
 The Depositary shall furnish to Holders of Receipts any reports and communications received from the Corporation
which are received by the Depositary and which the Corporation is required to furnish to the holders of the Preferred Stock. 

Section 4.8. Lists of Receipt Holders.  

Reasonably promptly upon request from time to time by the Corporation, at the sole expense of the Corporation, the Depositary shall furnish to
it a list, as of the most recent practicable date, of the names, addresses and holdings of Depositary Shares of all registered Holders of Receipts. 

ARTICLE V 
 THE DEPOSITARY, THE
DEPOSITARY’S AGENTS, THE REGISTRAR AND THE CORPORATION 
 Section 5.1. Maintenance of Offices, Agencies and Transfer Books by
the Depositary; Registrar.  
 Upon execution of this Agreement, the Depositary shall maintain at the Depositary’s Office,
facilities for the execution and delivery, registration and registration of transfer, surrender and exchange of Receipts, and at the offices of the Depositary’s Agents, if any, facilities for the delivery, registration and registration of
transfer, surrender and exchange of Receipts, all in accordance with the provisions of this Agreement. 
 The Registrar shall keep books at
the Depositary’s Office for the registration and registration of transfer of Receipts, which books at all reasonable times during regular business hours shall be open for inspection by the Record Holders of Receipts; provided that any such
Holder requesting to exercise such right shall certify to the Registrar that such inspection shall be for a proper purpose reasonably related to such person’s interest as an owner of Depositary Shares evidenced by the Receipts. 

The Registrar may close such books, at any time or from time to time, when deemed expedient by it in connection with the performance of its
duties hereunder, or because of any requirement of law or any government, governmental body or commission, stock exchange or any applicable self-regulatory body. 

  
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 The Depositary may, with the approval of the Corporation, appoint a Registrar for registration of
the Receipts or the Depositary Shares evidenced thereby. If the Receipts or the Depositary Shares evidenced thereby or the Preferred Stock represented by such Depositary Shares shall be listed on one or more national securities exchanges, the
Depositary will appoint a Registrar (acceptable to the Corporation) for registration of the Receipts or Depositary Shares in accordance with any requirements of such exchange. Such Registrar (which may be the Depositary if so permitted by the
requirements of any such exchange) may be removed and a substitute registrar appointed by the Depositary upon the request or with the approval of the Corporation. If the Receipts, Depositary Shares or Preferred Stock are listed on one or more other
securities exchanges, the Depositary will, at the request of the Corporation, arrange such facilities for the delivery, registration, registration of transfer, surrender and exchange of the Receipts, Depositary Shares or Preferred Stock as may be
required by law or applicable securities exchange regulation. 
 Section 5.2. Prevention of or Delay in Performance by the
Depositary, the Depositary’s Agents, the Registrar or the Corporation.  
 Neither the Depositary nor any
Depositary’s Agent nor any Registrar nor any Transfer Agent nor the Corporation shall incur any liability to any Holder of Receipt or any beneficial owner thereof if by reason of any provision of any present or future law, or regulation
thereunder, of the United States of America or of any other governmental authority or, in the case of the Depositary, the Depositary’s Agent or the Registrar or any Transfer Agent, by reason of any provision, present or future, of the
Corporation’s Restated Certificate of Incorporation (including the Certificate of Designations) or by reason of any act of God or war or other circumstance beyond the control of the relevant party, the Depositary, the Depositary’s Agent,
the Registrar, the Transfer Agent or the Corporation shall be prevented or forbidden from, or subjected to any penalty on account of, doing or performing any act or thing which the terms of this Agreement provide shall be done or performed; nor
shall the Depositary, any Depositary’s Agent, any Registrar, any Transfer Agent or the Corporation incur liability to any Holder of a Receipt or any beneficial owner thereof (i) by reason of any nonperformance or delay, caused as
aforesaid, in the performance of any act or thing which the terms of this Agreement shall provide shall or may be done or performed, or (ii) by reason of any exercise of, or failure to exercise, any discretion provided for in this Agreement
except in the event of the bad faith, gross negligence or willful misconduct (each as determined by a final non-appealable judgment of a court of competent jurisdiction) of the party charged with such exercise
or failure to exercise. 
 Section 5.3. Obligations of the Depositary, the Depositary’s Agents, the Registrar and
the Corporation.  
 Neither the Depositary nor any Depositary’s Agent nor any Registrar nor any Transfer Agent nor the
Corporation assumes any obligation or shall be subject to any liability to any Person under this Agreement to Holders of Receipts other than for its gross negligence, willful misconduct or bad faith (each as determined by a final non-appealable judgment of a court of competent jurisdiction). Notwithstanding anything in this Agreement to the contrary, 

  
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excluding the Depositary’s gross negligence, willful misconduct or bad faith, the Depositary’s, any Depositary’s Agent, Registrar’s or Transfer Agent’s aggregate
liability under this Agreement with respect to, arising from or arising in connection with this Agreement, or from all services provided or omitted to be provided under this Agreement, whether in contract, tort, or otherwise, is limited to, and
shall not exceed, the amounts paid hereunder by the Corporation to the Depositary as fees and charges, but not including reimbursable expenses. 

Notwithstanding anything in this Agreement to the contrary, neither the Depositary, nor the Depositary’s Agent nor any Registrar nor any
Transfer Agent nor the Corporation shall be liable in any event for special, punitive, incidental, indirect or consequential losses or damages of any kind whatsoever (including but not limited to lost profits) even if they have been advised of the
likelihood of such loss or damage and regardless of the form of action. 
 Neither the Depositary nor any Depositary’s Agent nor any
Registrar nor any Transfer Agent nor the Corporation shall be under any obligation to appear in, prosecute or defend any action, suit or other proceeding in respect of the Preferred Stock, the Depositary Shares or the Receipts which in its opinion
may involve it in expense or liability unless indemnity satisfactory to it against all expense and liability be furnished as often as may be required. 

Neither the Depositary nor any Depositary’s Agent nor any Registrar nor any Transfer Agent nor the Corporation shall be liable for any
action or any failure to act by it in reliance upon the written advice of legal counsel or accountants, or information from any person presenting Preferred Stock for deposit, any Holder of a Receipt or any other person believed by it in good faith
to be competent to give such information. The Depositary, any Depositary’s Agent, any Registrar or Transfer Agent and the Corporation may each rely and shall each be protected in acting upon or omitting to act upon any written notice, request,
direction or other document believed by it to be genuine and to have been signed or presented by the proper party or parties. 
 The
Depositary shall not be responsible for any failure to carry out any instruction to vote any of the shares of Preferred Stock or for the manner or effect of any such vote made, as long as any such action or
non-action is not taken in bad faith. The Depositary undertakes, and any Registrar and Transfer Agent shall be required to undertake, to perform such duties and only such duties as are specifically set forth
in this Agreement, and no implied covenants or obligations shall be read into this Agreement against the Depositary or any Registrar or any Transfer Agent. 

The Depositary, the Depositary’s Agents, and any Registrar or Transfer Agent may own and deal in any class of securities of the
Corporation and its affiliates and in Receipts. The Depositary may also act as transfer agent or registrar of any of the securities of the Corporation and its affiliates. 

The Depositary shall not be under any liability for interest on any monies at any time received by it pursuant to any of the provisions of
this Agreement or of the Receipts, the Depositary Shares or the Preferred Stock nor shall it be obligated to segregate such monies from other monies held by it, except as required by law. The Depositary shall not be responsible for advancing funds
on behalf of the Corporation and shall have no duty or obligation to make any payments if it has not timely received sufficient funds to make timely payments. 

  
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 In the event the Depositary, the Depositary’s Agent, any Registrar or any Transfer Agent
believes any ambiguity or uncertainty exists hereunder or in any notice, instruction, direction, request or other communication, paper or document received by it hereunder, or in the administration of any of the provisions of this Agreement, the
Depositary, the Depositary’s Agent, any Registrar or any Transfer Agent shall deem it necessary or desirable that a matter be proved or established prior to taking, omitting or suffering to take any action hereunder, each of the Depositary, the
Depositary’s Agent, any Registrar or any Transfer Agent may, in its sole discretion upon written notice to the Corporation, refrain from taking any action and shall be fully protected and shall not be liable in any way to the Corporation, any
Holders of Receipts or any other person or entity for refraining from taking such action, unless the Depositary, the Depositary’s Agent, the Registrar or Transfer Agent, as applicable, receives written instructions or a certificate signed by
the Corporation which eliminates such ambiguity or uncertainty to the satisfaction of the Depositary, the Depositary’s Agent, any Registrar or any Transfer Agent or which proves or establishes the applicable matter to its satisfaction. 

In the event the Depositary, any Depositary’s Agent, any Registrar or any Transfer Agent shall receive conflicting claims, requests or
instructions from any Holders of Receipts, on the one hand, and the Corporation, on the other hand, the Depositary, any Depositary’s Agent, any Registrar or any Transfer Agent, shall be entitled to act on such claims, requests or instructions
received from the Corporation, and shall be entitled to the indemnification set forth in Section 5.6 hereof in connection with any action so taken. 

From time to time, the Corporation may provide the Depositary, any Depositary’s Agent, any Registrar or any Transfer Agent with
instructions concerning the services performed by the Depositary under this Agreement. In addition, at any time, the Depositary, any Depositary’s Agent, any Registrar or any Transfer Agent may apply to any officer of the Corporation for
instruction, and may consult with legal counsel for the Depositary or the Corporation with respect to any matter arising in connection with the services to be performed by the Depositary, Depositary’s Agent, Registrar or Transfer Agent, as
applicable, under this Agreement. The Depositary, Depositary’s Agent, Registrar, Transfer Agent and their respective agents and subcontractors shall not be liable and shall be indemnified by the Corporation for any action taken or omitted by
them in reliance upon any instructions from the Corporation or upon the advice or opinion of such counsel. None of the Depositary, any Depositary’s Agent, any Registrar or any Transfer Agent shall be held to have notice of any change of
authority of any person, until receipt of written notice thereof from the Corporation. 
 The Depositary, any Depositary’s Agent,
Transfer Agent, and Registrar hereunder: 
 (i) shall have no duties or obligations other than those specifically set forth herein (and no
implied duties or obligations), or as may subsequently be agreed to in writing by the parties; 

  
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 (ii) shall have no obligation to make payment hereunder unless the Corporation shall have
provided the necessary federal or other immediately available funds or securities or property, as the case may be, to pay in full amounts due and payable with respect thereto; 

(iii) may rely on and shall be authorized and protected in acting or omitting to act upon any certificate, instrument, opinion, notice,
letter, facsimile transmission or other document or security delivered to it and believed by it to be genuine and to have been signed by the proper party or parties, and shall have no responsibility for determining the accuracy thereof; 

(iv) may rely on and shall be authorized and protected in acting or omitting to act upon the written, telephonic, electronic and oral
instructions given in accordance with this Agreement, with respect to any matter relating to its actions as Depositary, Transfer Agent or Registrar covered by this Agreement (or supplementing or qualifying any such actions), of officers of the
Corporation; 
 (v) may consult counsel satisfactory to it (who may be an employee of the Depositary or the Registrar or counsel to the
Corporation), and the advice of such counsel shall be full and complete authorization and protection in respect of any action taken, suffered or omitted to be taken by it hereunder in accordance with the advice of such counsel; 

(vi) shall not be called upon at any time to advise any Person with respect to the Preferred Stock, Depositary Shares or Receipts; 

(vii) shall not be liable or responsible for any recital or statement contained in any documents relating hereto or to the Preferred Stock,
the Depositary Shares or Receipts; and 
 (viii) shall not be liable in any respect on account of the identity, authority or rights of the
parties (other than the Depositary) executing or delivering or purporting to execute or deliver this Agreement or any documents or papers deposited or called for under this Agreement. 

The obligations of the Corporation and the rights of the Depositary, the Depositary’s Agent, Transfer Agent or Registrar set forth in
this Section 5.3 shall survive the replacement, removal or resignation of any Depositary, Registrar, Transfer Agent or Depositary’s Agent or termination of this Deposit Agreement. 

Section 5.4. Resignation and Removal of the Depositary; Appointment of Successor Depositary.  

The Depositary may at any time resign as Depositary hereunder by delivering notice of its election to do so to the Corporation, such
resignation to take effect upon the appointment of a successor Depositary and its acceptance of such appointment as hereinafter provided. 

The Depositary may at any time be removed by the Corporation by notice of such removal delivered to the Depositary, such removal to take
effect upon the appointment of a successor Depositary hereunder and its acceptance of such appointment as hereinafter provided. 
  

  
 19 








 In case at any time the Depositary acting hereunder shall resign or be removed, the Corporation
shall, within 60 days after the delivery of the notice of resignation or removal, as the case may be, appoint a successor Depositary, which shall be (i) a bank or trust company having its principal office in the United States of America and
having a combined capital and surplus, along with its affiliates, of at least $50,000,000 or (ii) an Affiliate of a Person specified in clause (i). If no successor Depositary shall have been so appointed and have accepted appointment within 60
days after delivery of such notice, the resigning or removed Depositary may petition any court of competent jurisdiction for the appointment of a successor Depositary. Every successor Depositary shall execute and deliver to its predecessor and to
the Corporation an instrument in writing accepting its appointment hereunder, and thereupon such successor Depositary, without any further act or deed, shall become fully vested with all the rights, powers, duties and obligations of its predecessor
and for all purposes shall be the Depositary under this Agreement, and such predecessor, upon payment of all sums due it and on the written request of the Corporation, shall promptly execute and deliver an instrument transferring to such successor
all rights and powers of such predecessor hereunder, shall duly assign, transfer and deliver all right, title and interest in the Preferred Stock and any moneys or property held hereunder to such successor, and shall deliver to such successor a list
of the Record Holders of all outstanding Receipts and such records, books and other information in its possession relating thereto. Any successor Depositary shall promptly mail notice of its appointment (at the Corporation’s expense) to the
Holders of Receipts. 
 Any entity into or with which the Depositary may be merged, consolidated or converted shall be the successor of the
Depositary without the execution or filing of any document or any further act, and notice thereof shall not be required hereunder. Such successor Depositary may authenticate the Receipts in the name of the predecessor Depositary or its own name as
successor Depositary. 
 The provisions of this Section 5.4 as they apply to the Depositary apply to the Registrar and Transfer Agent
as if specifically enumerated herein. 
 Section 5.5. Corporate Notices and Reports.  

The Corporation agrees that it will deliver to the Depositary, and the Depositary will, promptly after receipt thereof, transmit to the Record
Holders of Receipts, in each case at the addresses recorded in the Depositary’s books, copies of all notices and reports (including without limitation financial statements) required by law, by the rules of any national securities exchange upon
which the Preferred Stock, the Depositary Shares or the Receipts are listed or by the Corporation’s Restated Certificate of Incorporation (including the Certificate of Designations), to be furnished to the Record Holders of Receipts. Such
transmission will be at the Corporation’s expense and the Corporation will provide the Depositary with such number of copies of such documents as the Depositary may reasonably request. In addition, the Depositary will transmit to the Record
Holders of Receipts at the Corporation’s expense such other documents as may be requested by the Corporation. 

  
 20 








 Section 5.6. Indemnification by the Corporation.  

Notwithstanding Section 5.3 to the contrary, the Corporation shall indemnify the Depositary, any Depositary’s
Agent and any Registrar and any Transfer Agent (including each of their officers, directors, agents and employees) against, and hold each of them harmless from, any loss, damage, cost, penalty, liability or expense (including the reasonable costs
and expenses of defending itself) which may arise out of acts performed, suffered or omitted to be taken in connection with this Agreement and the Receipts by the Depositary, any Registrar, any Transfer Agent or any of their respective agents
(including any Depositary’s Agent) and any transactions or documents contemplated hereby, except for any liability arising out of gross negligence, willful misconduct or bad faith on the respective parts of any such person or persons. The
obligations of the Corporation set forth in this Section 5.6 shall survive the replacement, removal, resignation or any succession of any Depositary, Registrar, Transfer Agent or Depositary’s Agent, or termination of
this Agreement. 
 Section 5.7. Fees, Charges and Expenses.  

The Corporation agrees promptly to pay the Depositary the compensation to be agreed upon with the Corporation for all services rendered by the
Depositary hereunder and to reimburse the Depositary for its reasonable out-of-pocket expenses (including reasonable counsel fees and expenses) incurred by the
Depositary without gross negligence, willful misconduct or bad faith on its part (or on the part of any agent or Depositary Agent) in connection with the services rendered by it (or such agent or Depositary Agent) hereunder. The Corporation shall
pay all charges of the Depositary in connection with the initial deposit of the Preferred Stock and the initial issuance of the Depositary Shares, all withdrawals of shares of Preferred Stock by owners of Depositary Shares, and any redemption or
exchange of the Preferred Stock at the option of the Corporation. The Corporation shall pay all transfer and other taxes and governmental charges arising solely from the existence of the depositary arrangements. All other transfer and other taxes
and governmental charges shall be at the expense of Holders of Depositary Shares evidenced by Receipts. If, at the request of a Holder of Receipts, the Depositary incurs charges or expenses for which the Corporation is not otherwise liable
hereunder, such Holder will be liable for such charges and expenses; provided, however, that the Depositary may, at its sole option, require a Holder of a Receipt to prepay the Depositary any charge or expense the Depositary has been
asked to incur at the request of such Holder of Receipts. The Depositary shall present its statement for charges and expenses to the Corporation at such intervals as the Corporation and the Depositary may agree. 

ARTICLE VI 
 AMENDMENT AND
TERMINATION 
 Section 6.1. Amendment.  

The form of the Receipts and any provisions of this Agreement may at any time and from time to time be amended by agreement between the
Corporation and the Depositary in any respect which they may deem necessary or desirable; provided, however, that no such amendment which shall materially and adversely alter the rights of the Holders of Receipts shall be effective
against the Holders of Receipts unless such amendment shall have been approved by 

  
 21 








 
the Holders of Receipts representing in the aggregate at least a two-thirds majority of the Depositary Shares then outstanding. Every Holder of an
outstanding Receipt at the time any such amendment becomes effective shall be deemed, by continuing to hold such Receipt, to consent and agree to such amendment and to be bound by this Agreement as amended thereby. In no event shall any amendment
impair the right, subject to the provisions of Sections 2.5 and 2.6 and Article III, of any owner of Depositary Shares to surrender any Receipt evidencing such Depositary Shares to the Depositary with instructions to deliver to the
Holder the Preferred Stock and all money and other property, if any, represented thereby, except in order to comply with mandatory provisions of applicable law or the rules and regulations of any governmental body, agency or commission, or
applicable securities exchange. 
 Section 6.2. Termination.  

This Agreement may be terminated by the Corporation or the Depositary only if (i) all outstanding Depositary Shares issued hereunder have
been redeemed pursuant to Section 2.8, (ii) there shall have been made a final distribution in respect of the Preferred Stock in connection with any liquidation, dissolution or winding up of the Corporation and such
distribution shall have been distributed to the Holders of Receipts representing Depositary Shares pursuant to Section 4.1 or 4.2, as applicable or (iii) upon the consent of Holders of Receipts representing in
the aggregate not less than two-thirds of the Depositary Shares outstanding. 
 Upon the termination
of this Agreement, the Corporation shall be discharged from all obligations under this Agreement except for its obligations to the Depositary, any Depositary’s Agent, any Transfer Agent, and any Registrar under Sections 5.3, 5.6
and 5.7. 
 ARTICLE VII 

MISCELLANEOUS 
 Section 7.1.
Counterparts.  
 This Agreement may be executed in any number of counterparts, and by each of the parties hereto on separate
counterparts, each of which counterparts, when so executed and delivered, shall be deemed an original, but all such counterparts taken together shall constitute one and the same instrument. A signature to this Agreement transmitted electronically
shall have the same authority, effect, and enforceability as an original signature. 
 Section 7.2. Exclusive Benefit of
Parties.  
 This Agreement is for the exclusive benefit of the parties hereto, and their respective successors hereunder, and
shall not be deemed to give any legal or equitable right, remedy or claim to any other person whatsoever. 
 Section 7.3. Invalidity
of Provisions.  
 In case any one or more of the provisions contained in this Agreement or in the Receipts should be or become
invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions contained herein or therein shall in no way be affected, prejudiced or disturbed thereby; provided, however, that if any such
provision adversely affects the rights, duties, liabilities or obligations of the Depositary, the Depositary shall be entitled to resign immediately. 

  
 22 








 Section 7.4. Notices.  

Any and all notices to be given to the Corporation hereunder or under the Receipts shall be in writing and shall be deemed to have been duly
given if personally delivered or sent by mail or overnight delivery service, or by facsimile transmission or electronic mail, confirmed by letter, addressed to the Corporation at: 

MetLife, Inc. 
 200 Park Avenue 

New York, NY 10166 
 Attention: Treasurer 

or at any other addresses of which the Corporation shall have notified the Depositary in writing. 

Any and all notices to be given to the Depositary hereunder or under the Receipts shall be in writing and shall be deemed to have been duly
given if personally delivered or sent by mail or overnight delivery service, or by facsimile transmission or electronic mail, confirmed by letter, addressed to the Depositary at: 

Computershare Inc. 
 Computershare Trust Company, N.A. 

118 Fernwood Road 
 Raritan Center 

Edison, NJ 08837 
 Facsimile No.: (201) 680-4606 
 With a copy to: 

Computershare Inc. 
 Computershare Trust Company, N.A. 

250 Royall Street 
 Canton, MA 02021 

Attention: General Counsel 
 Facsimile No.: (781) 575-2916 
 or at any other addresses of which the Depositary shall have notified the Corporation in writing. 

Any and all notices to be given to any Record Holder of a Receipt hereunder or under the Receipts shall be in writing and shall be deemed to
have been duly given if personally delivered or sent by mail or facsimile transmission or confirmed by letter, addressed to such Record Holder at the address of such Record Holder as it appears on the books of the Depositary, or if such Holder shall
have timely filed with the Depositary a written request that notices intended for such Holder be mailed to some other address, at the address designated in such request. 

  
 23 








 Delivery of a notice sent by mail or by facsimile transmission shall be deemed to be effected at
the time when a duly addressed letter containing the same (or a confirmation thereof in the case of a facsimile transmission) is deposited, postage prepaid, in a post office letter box. The Depositary or the Corporation may, however, act upon any
facsimile transmission received by it from the other or from any Holder of a Receipt, notwithstanding that such facsimile transmission shall not subsequently be confirmed by letter or as aforesaid. 

Section 7.5. Depositary’s Agents.  

The Depositary may from time to time appoint Depositary’s Agents to act in any respect for the Depositary for the purposes of this
Agreement and may at any time appoint additional Depositary’s Agents and vary or terminate the appointment of such Depositary’s Agents. The Depositary will promptly notify the Corporation of any such action. 

Section 7.6. Appointment of Registrar, Dividend Disbursement Agent and Redemption Agent in Respect of Receipts and Preferred
Stock.  
 The Corporation hereby appoints Computershare as Registrar, Transfer Agent, dividend disbursement agent and redemption
agent in respect of the Receipts, and Computershare hereby accepts such respective appointments on the express terms and conditions set forth in this Agreement. 

Section 7.7. Holders of Receipts Are Parties.  

The Holders of Receipts from time to time shall be parties to this Agreement and shall be bound by all of the terms and conditions hereof and
of the Receipts and of the Officer’s Certificate by acceptance of delivery thereof. 
 Section 7.8. Governing Law. 

 This Agreement and the Receipts of each series and all rights hereunder and thereunder and provisions hereof and thereof shall be
governed by, and construed in accordance with, the laws of the State of New York without giving effect to applicable conflicts of law principles. 

Section 7.9. Inspection of Agreement.  

Copies of this Agreement shall be filed with the Depositary and the Depositary’s Agents and shall be open to inspection during business
hours at the Depositary’s Office and the respective offices of the Depositary’s Agents, if any, by any Holder of a Receipt. 

Section 7.10. Headings.  

The headings of articles and sections in this Agreement and in the form of the Receipt set forth in Exhibit A hereto have been inserted
for convenience only and are not to be regarded as a part of this Agreement or the Receipts or to have any bearing upon the meaning or interpretation of any provision contained herein or in the Receipts. 

  
 24 








 Section 7.11. Force Majeure.  

Notwithstanding anything to the contrary contained herein, the Depositary, any Depositary’s Agent, any Transfer Agent and any Registrar
will not be liable for any delays or failures in performance resulting from acts beyond its reasonable control including, without limitation, acts of God, terrorist acts, shortage of supply, breakdowns or malfunctions, interruptions or malfunction
of computer facilities, or loss of data due to power failures or mechanical difficulties with information storage or retrieval systems, labor difficulties, war, or civil unrest. 

Section 7.12. Further Assurances.  

The Corporation agrees that it will perform, acknowledge, and deliver or cause to be performed, acknowledged or delivered, all such further
and other acts, documents, instruments and assurances as the Depositary may reasonably require to perform the provisions of this Agreement. 

Section 7.13. Confidentiality.  

The Depositary and the Corporation agree that all books, records, information and data pertaining to the business of the other party,
including inter alia, personal, non-public Holder information and the fees for services, which are exchanged or received pursuant to the negotiation or the carrying out of this Agreement, shall remain
confidential, and shall not be voluntarily disclosed to any other person, except as may be required by law or legal process. 
 [Remainder
of page intentionally left blank; signature page follows.] 

  
 25 








 IN WITNESS WHEREOF, the Corporation and the Depositary have duly executed this Agreement as of
the day and year first above set forth, and all Holders of Receipts shall become parties hereto by and upon acceptance by them of delivery of Receipts issued in accordance with the terms hereof. 

 

			
	METLIFE, INC.


 
			
		
	By:	 	 /s/ John D. McCallion

	Name:	 	John D. McCallion
	Title:	 	Executive Vice President and Chief Financial Officer and Treasurer



  
 [Signature Page to
Deposit Agreement (Series E Preferred)] 








 IN WITNESS WHEREOF, the Corporation and the Depositary have duly executed this Agreement as of
the day and year first above set forth, and all Holders of Receipts shall become parties hereto by and upon acceptance by them of delivery of Receipts issued in accordance with the terms hereof. 

 

			
	 Computershare Inc., and
  

	 Computershare Trust Company, N.A.,
  

as Depositary



 
			
		
	By:	 	 /s/ Peter Duggan

	Name:	 	Peter Duggan
	Title: 	 	Senior Vice President



  
 [Signature Page to
Deposit Agreement (Series E Preferred)] 








 EXHIBIT A 

[FORM OF FACE OF RECEIPT] 

UNLESS THIS RECEIPT IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION
(“DTC”), TO METLIFE, INC. OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY RECEIPT ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE
OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE
REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN. 
  

			
	DEPOSITARY SHARES              	  	$[●]
		
	DEPOSITARY RECEIPT NO. [●]	  	FOR [●] DEPOSITARY SHARES,

 EACH REPRESENTING 1/1,000th OF ONE SHARE OF 

5.625% NON-CUMULATIVE PREFERRED STOCK, SERIES E 

OF 
 METLIFE, INC. 

CUSIP: 59156R 876 
 SEE REVERSE
FOR CERTAIN DEFINITIONS 
 Dividend Payment Dates: March 15, June 15, September 15 and December 15 of each year. 

Computershare Inc. and Computershare Trust Company, N.A., collectively, as Depositary (the “Depositary”), hereby certify that
Cede & Co. is the registered owner of [●] depositary shares (“Depositary Shares”), each Depositary Share representing 1/1,000th of one share of the 5.625% Non-Cumulative Preferred Stock, Series E, $0.01 par value per share, $25,000 liquidation preference per share (the “Preferred Stock”), of MetLife, Inc., a Delaware corporation (the
“Corporation”), on deposit with the Depositary, subject to the terms and entitled to the benefits of the Deposit Agreement, dated as of June 4, 2018 (the “Deposit Agreement”), among the Corporation, the
Depositary and the Holders from time to time of the Depositary Receipts. By accepting this Depositary Receipt, the Holder hereof becomes a party to and agrees to be bound by all the terms and conditions of the Deposit Agreement. This Depositary
Receipt shall not be valid or obligatory for any purpose or entitled to any benefits under the Deposit Agreement unless it shall have been executed by the Depositary by the manual or facsimile signature of a duly authorized officer or, if executed
in facsimile by the Depositary, countersigned by a Registrar in respect of the Depositary Receipts by the manual or facsimile signature of a duly authorized officer thereof. 

  
 A-1 








 Dated: 

Computershare Inc., and 
 Computershare Trust Company, N.A.,

 as Depositary 
  

	
	 By:
                                         
                       

	        Authorized Officer



  
 A-2 








 [FORM OF REVERSE OF RECEIPT] 

METLIFE, INC. 
 THE CORPORATION
WILL FURNISH WITHOUT CHARGE TO EACH RECEIPT HOLDER WHO SO REQUESTS A COPY OF THE DEPOSIT AGREEMENT AND A COPY OR SUMMARY OF THE CERTIFICATE OF DESIGNATIONS OF THE 5.625% NON-CUMULATIVE PREFERRED STOCK, SERIES
E, OF METLIFE, INC. ANY SUCH REQUEST IS TO BE ADDRESSED TO THE DEPOSITARY NAMED ON THE FACE OF THIS RECEIPT. 
 The Corporation will furnish
without charge to each receipt holder who so requests the powers, designations, preferences and relative, participating, optional or other special rights of each class of stock or series thereof of the Corporation, and the qualifications,
limitations or restrictions of such preferences and/or rights. Such request may be made to the Corporation or to the Registrar. 

EXPLANATION OF ABBREVIATIONS 

The following abbreviations when used in the form of ownership on the face of this certificate shall be construed as though they were written
out in full according to applicable laws or regulations. Abbreviations in addition to those appearing below may be used. 
  

							
	 Abbreviation
	  	 Equivalent Word
	  	 Abbreviation
	  	 Equivalent Word

	JT TEN	  	As joint tenants, with right of survivorship and not as tenants in common	  	TEN BY ENT	  	As tenants by the entireties
				
	TEN IN COM	  	As tenants in common	  	UNIF GIFT MIN ACT	  	Uniform Gifts to Minors Act

  

											
	 Abbreviation
	 	 Equivalent Word
	 	 Abbreviation
	 	 Equivalent Word
	 	 Abbreviation
	 	 Equivalent Word

	ADM	 	Administrator(s), Administratrix	 	EX	 	Executor(s), Executrix	 	PL	 	Public Law
						
	AGMT	 	Agreement	 	FBO	 	For the benefit of	 	TR	 	(As) trustee(s), for, of
						
	ART	 	Article	 	FDN	 	Foundation	 	U	 	Under
						
	CH	 	Chapter	 	GDN	 	Guardian(s)	 	UA	 	Under Agreement
						
	CUST	 	Custodian for	 	GDNSHP	 	Guardianship	 	UW	 	Under will of, Of will of, Under last will & testament
						
	DEC	 	Declaration	 	MIN	 	Minor(s)	 		 	
						
	EST	 	Estate, of Estate of	 	PAR	 	Paragraph	 		 	


  
 A-3 








 For value received,
            hereby sell(s), assign(s) and transfer(s) unto 
 INSERT SOCIAL
SECURITY OR OTHER IDENTIFYING NUMBER OF ASSIGNEE:                         

PRINT OR TYPEWRITE NAME AND ADDRESS INCLUDING POSTAL ZIP CODE OF ASSIGNEE:      

Depositary Shares represented by the within Receipt, and do(es) hereby irrevocably constitute and
appoint              as Attorney to transfer the said Depositary Shares on the books of the within named Depositary with full power of substitution in the premises. 

Dated:     

NOTICE: The signature to the assignment must correspond with the name as written upon the face of this Receipt in every particular, without
alteration or enlargement or any change whatsoever. 
 SIGNATURE GUARANTEED 

NOTICE: If applicable, the signature(s) should be guaranteed by an eligible guarantor institution (banks, stockbrokers, savings and loan
associations, and credit unions with membership in an approved signature guarantee medallion program), pursuant to Rule 17Ad-15 under the Securities Exchange Act of 1934, as amended. 

  
 A-4 








 EXHIBIT B 

[FORM OF OFFICER’S CERTIFICATE] 

I, John D. McCallion, Executive Vice President and Chief Financial Officer and Treasurer of MetLife, Inc. (the
“Corporation”), hereby certify that pursuant to the terms of the Certificate of Designations effective May [31], 2018, filed with the Secretary of State of the State of Delaware on May [31], 2018 (the “Certificate of
Designations”), and pursuant to resolutions adopted by Board of Directors of the Corporation on October 25, 2016 and December 12, 2017 and the resolutions of the Terms Committee of the Board of Directors of the Corporation on
May 30, 2018, the Corporation has established the Preferred Stock which the Corporation desires to deposit with the Depositary for the purposes of being subject to the terms and conditions of the Deposit Agreement, dated as of June 4, 2018
(the “Deposit Agreement”), among (i) the Corporation, (ii) Computershare Inc. and Computershare Trust Company, N.A., collectively, as Depositary, and (iii) the Holders of Receipts issued thereunder from
time to time. In connection therewith, the Board of Directors of the Corporation or a duly authorized committee thereof has authorized the terms and conditions with respect to the Preferred Stock as described in the Certificate of Designations
attached as Annex A hereto. Any terms of the Preferred Stock that are not so described in the Certificate of Designations and any terms of the Receipts representing such Preferred Stock that are not described in the Deposit Agreement are
described below: 
 Aggregate Number of shares of Preferred Stock issued on the day hereof: 

CUSIP Number for Receipt: 59156R 876 

Denomination of Depositary Share per share of Preferred Stock (if different than
1/1,000th of a share of Preferred Stock): 
 Redemption Provisions (if different than
as set forth in the Deposit Agreement): 
 Name of Global Receipt Depositary: The Depository Trust Company 

All capitalized terms used but not defined herein shall have such meaning as ascribed thereto in the Deposit Agreement. 

  
 B-1 









			
	METLIFE, INC.
	
	This certificate is dated:
	
	By:
                                         
                               
	Name:	 	John D. McCallion
	Title:	 	Executive Vice President and Chief Financial Officer and Treasurer


  
 [Signature Page to
Officer’s Certificate - Deposit Agreement (Series E Preferred)]