8-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 8-K

CURRENT REPORT PURSUANT
TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934

Date of report (Date of earliest event reported) October 27, 2010

MetLife, Inc.

(Exact Name of Registrant as Specified in Its Charter)

Delaware

(State or Other Jurisdiction of Incorporation)

1-15787	13-4075851
(Commission File Number)	(IRS Employer Identification No.)
200 Park Avenue, New York, New York	10166-0188
(Address of Principal Executive Offices)	(Zip Code)

212-578-2211

(Registrant’s Telephone Number, Including Area Code)

N/A

(Former Name or Former Address, if Changed Since Last Report)

     Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 1.01. Entry into a Material Definitive Agreement.

Amendments to Stock Purchase Agreement

On October 28, 2010 and October 29, 2010, respectively, MetLife, Inc. (the “Company”), ALICO Holdings LLC, a Delaware limited liability company (the “Seller”) and American International Group, Inc., a Delaware corporation (“AIG”), entered into (i) a letter agreement relating to the Company’s equity units forming part of the consideration (the “Equity Unit Amendment”) and (ii) a letter agreement relating to AIG’s guarantee obligations (the “Restructuring Amendment”), pursuant to which modifications were made to a Stock Purchase Agreement dated March 7, 2010 among the Company, the Seller and AIG (the “Original Stock Purchase Agreement”). The transactions contemplated by the Original Stock Purchase Agreement, as subsequently amended including by the Equity Unit Amendment and the Restructuring Amendment (as so amended, the “Amended Stock Purchase Agreement”), closed on November 1, 2010, and the Company acquired certain businesses in exchange for consideration in the form of cash and securities (the “Transactions”).

     Equity Units

A portion of the consideration paid by the Company to the Seller consisted of $3.0 billion aggregate stated amount of its equity units. Pursuant to the Original Stock Purchase Agreement, the equity units were to consist of (x) forward purchase contracts obligating the holder to purchase a variable number of shares of the Company’s common stock on specified future dates for a fixed price and (y) an interest in shares of the Company’s preferred stock. At a future date, shares of the preferred stock forming part of the equity units were to be mandatorily exchanged for an interest in debt securities of the Company, which would be subject to remarketing and sold to investors.

The Equity Unit Amendment provides that the equity units consist of (x) forward purchase contracts obligating the holder to purchase a variable number of shares of the Company’s common stock on specified future dates for a fixed price and (y) an interest in debt securities issued by the Company. Accordingly, there will not be any issuance and exchange of preferred stock, which no longer forms a part of the equity units, for an interest in debt securities of the Company, as contemplated by the Original Stock Purchase Agreement. The debt securities constituting part of the equity units will be subject to remarketing and sold to investors. Holders of the equity units who elect to include their debt securities in a remarketing can use the proceeds thereof to meet their obligations under the forward purchase contracts to purchase the Company’s common stock. From approximately 67.8 million to 84.7 million shares of the Company’s common stock, subject to adjustment, will be issuable upon the settlement of the forward purchase contracts.

     Restructuring

The Original Stock Purchase Agreement provided, among other things, that, in the event the Seller does not have cash or other liquid assets sufficient to satisfy its obligations on a timely basis, including its obligations to indemnify the Company and certain of its affiliates and representatives under the agreements relating to the Transactions, AIG was obligated to promptly provide to the Seller cash or other liquid assets in such amounts sufficient to enable the Seller to satisfy its obligations in a timely manner or to pay such obligations on a timely basis (the “Keep-Well”). The Restructuring Amendment provides, among other things, that, instead of the Keep-

Well, AIG will unconditionally guarantee by direct payment to the Company and such affiliates and representatives all obligations of the Seller under the agreements relating to the Transactions.

The foregoing descriptions of the Equity Unit Amendment and the Restructuring Amendment are not complete and are qualified by reference to the Original Stock Purchase Agreement, filed with the Company’s Report on Form 8-K dated March 11, 2010, as amended by the Equity Unit Amendment and the Restructuring Amendment, which are filed as Exhibits 2.1 and 2.2, respectively, hereto and incorporated herein by reference.

Entry into Other Transaction Documents

In connection with the closing of the Transactions, on November 1, 2010 the Company entered into (i) an Investor Rights Agreement among the Company, the Seller and AIG, (ii) a Stock Purchase Contract Agreement among the Company and Deutsche Bank Trust Company Americas, as Stock Purchase Contract Agent, (iii) an Indemnification Collateral Account Security and Control Agreement among the Company, the Seller, Deutsche Bank Trust Company Americas, as Securities Intermediary, Pledge Collateral Agent and Stock Purchase Contract Agent, and AIG, (iv) a Pledge Agreement among the Company, Deutsche Bank Trust Company Americas, as Collateral Agent, Custodial Agent, Securities Intermediary and Stock Purchase Contract Agent, and (v) the Twentieth, Twenty-First and Twenty-Second Supplemental Indentures between the Company and The Bank of New York Mellon Trust Company, N.A., as Trustee, supplementing the Indenture dated as of November 9, 2001, between the Company and The Bank of New York Mellon Trust Company, N.A. (as successor in interest to J.P. Morgan Trust Company National Association (as successor to Bank One Trust Company, N.A.)), as Trustee. Such documents described in clauses (i) — (iv) above, filed herewith in executed form as Exhibits 4.1, 4.2, 4.3 and 4.4 and incorporated by reference herein, reflect certain conforming changes as a result of the Equity Unit Amendment described above from the draft form of such documents filed with the Company’s Report on Form 8-K dated March 11, 2010. The executed forms of the documents described in clause (v) above are filed herewith as Exhibits 4.5, 4.6 and 4.7, and are incorporated herein by reference.

Item 3.02. Unregistered Sales of Equity Securities.

Pursuant to the Amended Stock Purchase Agreement described above in Item 1.01 of this current report on Form 8-K, on November 1, 2010, the Company (a) issued to the Seller securities, consisting of (i) 78,239,712 shares of the common stock, par value $0.01 per share, of the Company, (ii) 6,857,000 shares of Series B Contingent Convertible Junior Participating Non-Cumulative Perpetual Preferred Stock of the Company (the “Series B Preferred Stock”) which will be convertible into approximately 68,570,000 shares of the Company’s common stock upon a favorable vote of the Company’s stockholders and (iii) $3.0 billion aggregate stated amount of equity units of the Company, and (b) agreed to issue between approximately 67.8 million and 84.7 million shares of the Company’s common stock, subject to adjustment, upon the settlement of the forward purchase contracts forming a part of such equity units, described above in Item 1.01, which is incorporated herein by reference. Holders of the equity units who elect to include their debt securities in a remarketing can use the proceeds thereof to meet their obligations under the forward purchase contracts. The issuance of the 78,239,712 shares of common stock to Seller, the 6,857,000 shares of Series B Preferred Stock, the shares of common stock issuable upon conversion of such preferred stock and the $3.0 billion aggregate stated amount of equity units, their initial component securities and the variable number of shares of common stock to be delivered upon the settlement of the forward purchase contracts was made pursuant to an exemption from registration provided by Section 4(2) of the Securities Act of 1933, as amended.

The foregoing description is not complete and is qualified by reference to the Original Stock Purchase Agreement, filed with the Company’s Report on Form 8-K dated March 11, 2010, as

amended by the Equity Unit Amendment and the Restructuring Amendment, which are filed as Exhibits 2.1 and 2.2 hereto, respectively and incorporated herein by reference.

Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

In connection with the closing of the Transactions, the Company issued as part of the consideration paid to the Seller 6,857,000 shares of its Series B Preferred Stock, which will be convertible into approximately 68,570,000 shares of the Company’s common stock upon a favorable vote of the Company’s stockholders. In connection with the issuance of the Series B Preferred Stock, the Company filed with the Secretary of State of the State of Delaware a Certificate of Designations establishing the terms of the Series B Preferred Stock as described above, which amended the Company’s Amended and Restated Certificate of Incorporation, effective upon filing on October 27, 2010. The foregoing description is qualified in its entirety by reference to the Certificate of Designations, which is filed as Exhibit 3.1 to this Form 8-K and incorporated by reference herein.

Under the Amended Stock Purchase Agreement, the Company is obligated to pay the Seller $300,000,000 if the stockholder approval referred to above is not obtained prior to November 1, 2011, the first anniversary of the closing. If such stockholder approval is not obtained, the Seller will have registration rights with respect to the Series B Preferred Stock pursuant to the Investor Rights Agreement referred to above in Item 1.01, and, in connection with any registered offering thereof, the Company will, subject to certain limitations, be obligated to use commercially reasonable efforts to cause the Series B Preferred Stock to be listed on each securities exchange on which the Company’s common stock is then listed.

Item 9.01. Financial Statements and Exhibits.

(a)	Not applicable
(b)	Not applicable
(c)	Not applicable
(d)	Exhibits

2.1	Amendment dated October 28, 2010 among MetLife, Inc. (the “Company”), ALICO Holdings LLC (the “Seller”) and American International Group, Inc. (“AIG”) amending the Stock Purchase Agreement, dated as of March 7, 2010, by and among the Company, the Seller and AIG (the “Stock Purchase Agreement”)
2.2	Amendment dated October 29, 2010 among the Company, the Seller and AIG amending the Stock Purchase Agreement.
3.1	Certificate of Designations of Series B Contingent Convertible Junior Participating Non-Cumulative Perpetual Preferred Stock, filed with the Secretary of State of Delaware on October 27, 2010.
4.1	Investor Rights Agreement dated as of November 1, 2010 among the Company, the Seller and AIG.

4.2	Stock Purchase Contract Agreement dated as of November 1, 2010 among the Company and Deutsche Bank Trust Company Americas, as Stock Purchase Contract Agent.
4.3	Indemnification Collateral Account Security and Control Agreement dated as of November 1, 2010 among the Company, the Seller, Deutsche Bank Trust Company Americas, as Securities Intermediary, Pledge Collateral Agent and Stock Purchase Contract Agent, and AIG.
4.4	Pledge Agreement dated as of November 1, 2010 among the Company and Deutsche Bank Trust Company Americas, as Collateral Agent, Custodial Agent, Securities Intermediary and Stock Purchase Contract Agent.
4.5	Twentieth Supplemental Indenture dated as of November 1, 2010 between the Company and The Bank of New York Mellon Trust Company, N.A., as Trustee (the “Indenture Trustee”), supplementing the Indenture dated as of November 9, 2001, between the Company and the Bank of New York Mellon Trust Company, N.A. (as successor in interest to J.P. Morgan Trust Company National Association (as successor to Bank One Trust Company, N.A.)), as Trustee (such Indenture dated November 9, 2001, the “Original Indenture”).
4.6	Twenty-First Supplemental Indenture dated as of November 1, 2010 between the Company and the Indenture Trustee, supplementing the Original Indenture.
4.7	Twenty-Second Supplemental Indenture dated as of November 1, 2010 between the Company and the Indenture Trustee, supplementing the Original Indenture.

SIGNATURES

     Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

METLIFE, INC.
By:	/s/ Gwenn L. Carr
	Name:	Gwenn L. Carr
	Title:	Executive Vice President

Date: November 2, 2010

EXHIBIT INDEX

Exhibit
Number	Exhibit
2.1	Amendment dated October 28, 2010 among MetLife, Inc. (the “Company”), ALICO Holdings LLC (the “Seller”) and American International Group, Inc. (“AIG”) amending the Stock Purchase Agreement, dated as of March 7, 2010, by and among the Company, the Seller and AIG (the “Stock Purchase Agreement”)
2.2	Amendment dated October 29, 2010 among the Company, the Seller and AIG amending the Stock Purchase Agreement.
3.1	Certificate of Designations of Series B Contingent Convertible Junior Participating Non-Cumulative Perpetual Preferred Stock, filed with the Secretary of State of Delaware on October 27, 2010.
4.1	Investor Rights Agreement dated as of November 1, 2010 among the Company, the Seller and AIG.
4.2	Stock Purchase Contract Agreement dated as of November 1, 2010 among the Company and Deutsche Bank Trust Company Americas, as Stock Purchase Contract Agent.
4.3	Indemnification Collateral Account Security and Control Agreement dated as of November 1, 2010 among the Company, the Seller, Deutsche Bank Trust Company Americas, as Securities Intermediary, Pledge Collateral Agent and Stock Purchase Contract Agent, and AIG.
4.4	Pledge Agreement dated as of November 1, 2010 among the Company and Deutsche Bank Trust Company Americas, as Collateral Agent, Custodial Agent, Securities Intermediary and Stock Purchase Contract Agent.
4.5	Twentieth Supplemental Indenture dated as of November 1, 2010 between the Company and The Bank of New York Mellon Trust Company, N.A., as Trustee (the “Indenture Trustee”), supplementing the Indenture dated as of November 9, 2001, between the Company and the Bank of New York Mellon Trust Company, N.A. (as successor in interest to J.P. Morgan Trust Company National Association (as successor to Bank One Trust Company, N.A.)), as Trustee (such Indenture dated November 9, 2001, the “Original Indenture”).
4.6	Twenty-First Supplemental Indenture dated as of November 1, 2010 between the Company and the Indenture Trustee, supplementing the Original Indenture.
4.7	Twenty-Second Supplemental Indenture dated as of November 1, 2010 between the Company and the Indenture Trustee, supplementing the Original Indenture.

EX-2.1

Exhibit 2.1

MetLife, Inc.
1095 Avenue of the Americas
New York, NY 10036

October 28, 2010

General Counsel
American International Group, Inc.
70 Pine Street
New York, NY 10270

With a copy to:
Robert G. DeLaMater
Sullivan & Cromwell LLP
125 Broad Street
New York, NY 10004-2498

By Hand Delivery or Overnight Courier

Gentlemen:

     Reference is made to the Stock Purchase Agreement (the “Agreement”), dated as of March 7, 2010, among ALICO Holdings LLC, a Delaware limited liability company (the “Seller”), American International Group, Inc., a Delaware corporation (the “Parent”), and MetLife, Inc., a Delaware corporation (the “Acquiror”). Capitalized terms used but not otherwise defined herein shall have the same meanings given to them in the Agreement.

     Pursuant to Section 12.08 of the Agreement, the undersigned Parties hereby agree as follows:

1. Modifications to Section 2.04 (Transactions; Closing Deliveries).

a) Section 2.04(c) of the Agreement is hereby deleted in its entirety and replaced by the following:

the Acquiror shall deliver, or cause to be delivered, to the Stock Purchase Contract Agent (as defined in the Stock Purchase Contract Agreement) the Debt Securities, duly endorsed in blank or accompanied by bond powers duly executed in blank, registered in the name of the Stock Purchase Contract Agent;

b) Section 2.04(e) of the Agreement is hereby amended by replacing the phrase “the Acquiror Equity Unit Preferred Stock Certificates” with the phrase “the Debt Securities”.

2. Modifications to Section 5.03 (Capital Structure of the Acquiror and its material Subsidiaries; Ownership and transfer of the Non-Cash Consideration). The third and fourth sentences of Section 5.03(a) of the Agreement are hereby deleted in their entirety and replaced by the following:

As of the Closing Date, the Common Stock Consideration and the Acquiror Interim Preferred Stock to be issued and delivered pursuant to this Agreement will have been duly authorized and validly issued, will be fully paid and nonassessable and will not have been issued in violation of any preemptive or subscription rights enforceable under applicable Law. As of the Closing Date, the Equity Units Documents, the Equity Units (including the Stock Purchase Contracts forming a Component Security of the Equity Units), the Debt Securities Indentures (as defined in the Stock Purchase Contract Agreement) and the Debt Securities will have been duly authorized by all necessary corporate action on the part of the Acquiror; and the Equity Units, the Stock Purchase Contract Agreement, the Pledge Agreement, the Stock Purchase Contracts forming a Component Security of the Equity Units, each Debt Securities Indenture and the Debt Securities will be valid and binding obligations of the Acquiror, enforceable against it in accordance with their terms, subject in each case to the effect of any applicable bankruptcy, reorganization, insolvency, moratorium, rehabilitation, liquidation, fraudulent conveyance, preferential transfer or similar Laws now or hereafter in effect relating to or affecting creditors’ rights and remedies generally and subject, as to enforceability, to the effect of general equitable principles (regardless of whether enforcement is sought in a proceeding in equity or at law).

3. Modifications to Exhibits.

a) Exhibit A is hereby amended by deleting each of the following defined terms: “Acquiror Equity Unit Preferred Stock”; “Acquiror Equity Unit Preferred Stock Certificates”; and “Equity Unit Preferred Stock Certificate of Designations”.

b) Exhibit A is hereby further amended by replacing the definitions of “Component Securities” and “Equity Units Documents” with the following:

“Component Securities” means the Stock Purchase Contracts issued pursuant to the Stock Purchase Contract Agreement and the Debt Securities.

“Equity Units Documents” means each of (i) the Stock Purchase Contract Agreement (including each Stock Purchase Contract which constitutes a component of any Equity Unit), to be dated as of the Closing Date (the “Stock Purchase Contract Agreement”), between the Acquiror and the Stock Purchase Contract Agent as defined in the Stock Purchase Contract Agreement, substantially in the form set forth in Exhibit D; (ii) the Pledge Agreement, to be dated as of the Closing Date (the “Pledge Agreement”), among Acquiror, the Collateral Agent, Custodial Agent and Securities Intermediary as defined in the Pledge Agreement, and the Stock Purchase Contract Agent, substantially in the form set forth in Exhibit K, (iii) the Base Indenture (as defined in the Stock Purchase Contract Agreement); (iv) each Debt Security Indenture, substantially in the form of Exhibit L; and (v) each Debt Security.

c) Each of Exhibits C, D, F, K and L is hereby deleted and replaced by Exhibits C, D, F, K and L hereto, respectively.

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     4. Effectiveness. This waiver and modification shall be effective upon execution and delivery by each of the parties hereto; provided that this waiver and modification shall be null and void if the Closing does not occur on November 1, 2010.

     5. No Other Amendments. Except as necessary to effect the waiver and modifications expressly provided herein, the terms of the Agreement remain in full force and effect and are not being modified, amended or waived in any way hereby.

     This instrument shall be governed by, and construed in accordance with, the Agreement, including Article XII thereof .

[Signature Page Follows]

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     IN WITNESS WHEREOF, each of the undersigned has caused this Amendment to be executed and delivered as of the date first above written.

METLIFE, INC.
By:	/s/ Steven J. Goulart
	Name:	Steven J. Goulart
	Title:	Senior Vice President and Treasurer
ALICO HOLDINGS LLC
By:	/s/ Alain Karaoglan
	Name:	Alain Karaoglan
	Title:	Manager
AMERICAN INTERNATIONAL GROUP, INC.
By:	/s/ Alain Karaoglan
	Name:	Alain Karaoglan
	Title:	SVP-Divestiture

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EXHIBITS TO EXHIBIT 2.1

     Exhibits to Exhibit 2.1 are omitted in Exhibit 2.1, but are elsewhere included in this Form 8-K in fully executed form as separate Exhibits as follows:

Exhibit Designation	Exhibit Designation
in Exhibit 2.1	in Form 8-K
C	4.1
D	4.2
F	4.3
K	4.4
L	4.5
L	4.6
L	4.7

EX-2.2

Exhibit 2.2

American International Group, Inc.
70 Pine Street
New York, NY 10270

ALICO Holdings LLC
70 Pine Street
New York, NY 10270

October 29, 2010

General Counsel
MetLife, Inc.
1095 Avenue of the Americas
New York, NY 10036
Facsimile: (212) 251-1618

With a copy to:
John M. Schwolsky
Alexander M. Dye
Dewey & LeBoeuf LLP
1301 Avenue of the Americas
New York, NY 10019
Facsimile: (212) 259-6333

By Facsimile and Overnight Courier

Re: Waiver relating to the AIG Recapitalization

Ladies and Gentlemen:

     Reference is made to the Stock Purchase Agreement (the “Agreement”), dated as of March 7, 2010, by and among ALICO Holdings LLC, a Delaware limited liability company (the “Seller”), American International Group, Inc., a Delaware corporation (the “Parent”), and MetLife, Inc., a Delaware corporation (the “Acquiror”), (together, the “Parties”). Capitalized terms used herein and not otherwise defined shall have the meanings specified therefor in the Agreement.

     Pursuant to Section 12.08 of the Agreement, the undersigned Parties hereby irrevocably waive (a) any prohibition pursuant to the Agreement with respect to the transactions contemplated by the Summary of Terms, dated as of September 30, 2010 (the “Summary of Terms”), by and among the Parent, the United States Department of the Treasury, the Federal Reserve Bank of New York and the AIG Credit Facility Trust, a copy of which is attached hereto as Exhibit A, including (i) the extension by Seller of a secured non-recourse loan to the Parent (the “Loan”), and (ii) the issuance of a guarantee by the Seller in favor of AIA Aurora LLC (“Aurora”), a Delaware limited liability company, in connection with a secured non-recourse loan by Aurora to the Parent and (b) Section 6.24(b)(ii) in its entirety.

     In consideration of the waivers provided herein, the Parties agree to add a new Section 6.28 to the Agreement, which shall read as follows:

     “Section 6.28. Parent Guarantee. (a) The Parent absolutely, unconditionally and irrevocably guarantees to the Acquiror Indemnified Parties the prompt payment when due, subject to any applicable grace period, of all obligations of the Seller to the Acquiror Indemnified Parties under the Transaction Agreements (the “Obligations”). All payments pursuant to this Section 6.28 shall be made by the Parent directly to the Acquiror in lawful money of the United States, in immediately available funds. For the avoidance of doubt, the covenants contained in this Section 6.28 are for the benefit of the Acquiror and its Affiliates, and nothing contained herein shall confer any right, claim or benefit upon any third party, including the Seller. In furtherance of the foregoing, the Parent acknowledges that the Acquiror may, in its sole discretion, bring and prosecute a separate action or actions against the Parent for the full amount of the Obligations, regardless of whether action is brought against the Seller or whether the Seller is joined in any such action or actions. The Guarantee is an unconditional guarantee of payment and not of collection.

          (b) Subject to paragraph (d) below, the Parent’s guarantee obligations under this Section 6.28 (the “Guarantee”) shall not be affected by the existence, validity, enforceability, perfection or extent of any collateral therefor or by any other circumstance relating to the Obligations that might otherwise constitute a legal or equitable discharge of or defense to the Parent not available to the Seller. This Guarantee shall remain in full force and effect and shall be binding on the Parent until all of the Obligations have been satisfied in full. In the event that any payment to the Acquiror Indemnified Parties in respect of any Obligation is rescinded or must otherwise be returned for any reason whatsoever, the Parent shall remain liable hereunder with respect to such Obligations as if such payment had not been made. However, the Parent reserves the right to assert defenses which the Seller may have to payment of any Obligations other than defenses arising from the bankruptcy or insolvency of the Seller and other defenses expressly waived hereby. The Acquiror Indemnified Parties shall not be obligated to file any claim relating to the Obligations in the event that the Parent or the Seller becomes subject to a bankruptcy, reorganization or similar proceeding, and the failure of the Acquiror Indemnified Parties to so file shall not affect the Parent’s obligations hereunder.

          (c) The Parent agrees that the Acquiror Indemnified Parties may at any time and from time to time, either before or after the date when due, without notice to or further consent of the Parent, extend the time of payment of, exchange or surrender any collateral for, or renew any of the Obligations, and may also make any agreement with the Seller or with any other party to or person liable on any of the Obligations or interested therein, for the extension, renewal, payment, compromise, discharge or release thereof, in whole or in part, or for any modification of the terms thereof or of any agreement between the Acquiror Indemnified Parties and the Seller or any such other party or person, without in any way impairing or affecting the Parent’s guarantee of the Obligations hereunder. The Parent waives notice of the acceptance of this Guarantee and of the Obligations, presentment, demand for payment, notice of dishonor and protest.

          (d) Notwithstanding anything in this Section 6.28 to the contrary, the Acquiror Indemnified Parties agree that they shall look first to the Indemnification

Collateral Account Funds for payment of all Obligations when due to the extent required under Article XI of this Agreement, and shall only be entitled to make demand on the Guarantee from and after the time, if any, when no Indemnification Collateral Account Funds remain available for payment of Obligations.

          (e) The Parent agrees that the obligations of the Parent under this Section 6.28 shall not be released or discharged, in whole or in part, or otherwise affected by (i) the failure or delay on the part of the Acquiror to assert any claim or demand or to enforce any right or remedy against the Seller, the Parent or other Person; (ii) any change in the time, place or manner of payment of any of the Obligations or any rescission, waiver, compromise, consolidation or other amendment or modification of any of the terms or provisions of this Agreement made in accordance with the terms hereof or any agreement evidencing, securing or otherwise executed in connection with any of the Obligations; (iii) the addition, substitution or release of any Person interested in the transactions contemplated by this Agreement; (iv) any change in the corporate existence, structure or ownership of any Person interested in the transactions contemplated by this Agreement; (v) any insolvency, bankruptcy, reorganization or other similar proceeding affecting the Seller, the Parent or any other Person liable with respect to any of the Obligations; (vi) the existence of any claim, set-off or other right which the Parent may have at any time against the Seller, the Acquiror Indemnified Parties or any other Person, whether in connection with the Obligations or otherwise; or (vii) the adequacy of any other means the Acquiror Indemnified Parties may have of obtaining payment related to the Obligations. To the fullest extent permitted by law, the Parent hereby expressly waives any and all rights or defenses arising by reason of any law which would otherwise require any election of remedies by the Acquiror Indemnified Parties. The Parent hereby waives promptness, diligence, notice of the acceptance of the Guarantee and of the Obligations, presentment, demand for payment, notice of non-performance, default, dishonor and protest, notice of any Obligations incurred and all other notices of any kind, all defenses which may be available by virtue of any valuation, stay, moratorium law or other similar law now or hereafter in effect, any right to require the marshalling of assets of any Person interested in the transactions contemplated by the Agreement, and all suretyship defenses generally. The Parent acknowledges that it will receive substantial direct and indirect benefits from the transactions contemplated by this Agreement and that the waivers set forth in this Section 6.28 are knowingly made in contemplation of such benefits. The Parent hereby covenants and agrees that it shall not institute, directly or indirectly, and shall cause its affiliates not to institute, any proceeding asserting that this Section 6.28 is illegal, invalid or unenforceable in accordance with its terms.

          (f) The Parent hereby unconditionally waives any rights that it may now have or hereafter acquire against the Seller or other Person that arise from the existence, payment, performance, or enforcement of the Parent’s obligations under or in respect of this Section 6.28 or any other agreement in connection with this Section 6.28, including any right of subrogation, reimbursement, exoneration, contribution or indemnification and any right to participate in any claim or remedy of the Acquiror against the Seller or such other Person, whether or not such claim, remedy or right arises in equity or under contract, statute or common law, including, without limitation, the

right to take or receive from the Seller or such other Person, directly or indirectly, in cash or other property or by set-off or in any other manner, payment or security on account of such claim, remedy or right, unless and until all of the Obligations and all other amounts payable under this Section 6.28 shall have been paid in full in immediately available funds. If any amount shall be paid to the Parent in violation of the immediately preceding sentence at any time prior to the payment in full in immediately available funds of the Obligations and all other amounts payable under this Section 6.28, such amount shall be received and held in trust for the benefit of the Acquiror Indemnified Parties, shall be segregated from other property and funds of the Parent and shall forthwith be paid or delivered to the Acquiror in the same form as so received (with any necessary endorsement or assignment) to be credited and applied to the Obligations and all other amounts payable under this Section 6.28, in accordance with the terms of this Agreement, whether matured or unmatured, or to be held as collateral for any Obligations or other amounts payable under this Section 6.28 thereafter arising.

          (g) No failure on the part of the Acquiror Indemnified Parties to exercise, and no delay in exercising, any right, remedy or power under this Section 6.28 shall operate as a waiver thereof; nor shall any single or partial exercise by the Acquiror Indemnified Parties of any right, remedy or power under this Section 6.28 preclude any other or future exercise of any right, remedy or power under this Section 6.28.”

     Except as necessary to effectuate the waivers provided herein, the terms of the Agreement remain in full force and effect and are not being modified, amended or waived in any way hereby.

     This instrument shall be governed by, and construed in accordance with, the Agreement, including Article XII thereof.

     Please acknowledge the foregoing by signing and returning the enclosed copy of this instrument.

[Signature Page Follows]

Very truly yours, ALICO HOLDINGS LLC
By:	/s/ Alain Karaoglan
	Name:	Alain Karaoglan
	Title:	Manager
AMERICAN INTERNATIONAL GROUP, INC.
By:	/s/ Alain Karaoglan
	Name:	Alain Karaoglan
	Title:	SVP - Divestiture

Acknowledged and Accepted by:
METLIFE, INC.
By:	/s/ Steven J. Brash
	Name: Steven J. Brash
	Title:  Vice President and Tax Director

EXHIBIT A

AIG RECAPITALIZATION
Summary of Terms of September 30, 2010

Transaction Overview As more fully described below, American International Group, Inc. (“AIG”), the Federal Reserve Bank of New York (“FRBNY”), the United States Department of the Treasury (“UST”) and the AIG Credit Facility Trust (“Trust”) propose to enter into a series of integrated transactions (collectively, the “Recapitalization”),¹ that would result in, among other things, the following:

• at the closing of the Recapitalization (the “Closing”), the full repayment in cash of all remaining principal, accrued and unpaid interest, fees and other amounts owing, and the termination of all commitments, under the Credit Agreement dated as of September 22, 2008 (the “FRBNY Credit Facility”) between AIG and the FRBNY, funded solely from (i) secured non-recourse loans to AIG from AIA Aurora LLC (the “AIA SPV”) and ALICO Holdings LLC (the “ALICO SPV”, and together with the AIA SPV, the “SPVs”) of the net cash proceeds from the initial public offering of American International Assurance Company, Limited (“AIA”) and the sale of American Life Insurance Company (“ALICO”) and (ii) the “excess” cash made available by AIG and its subsidiaries for repayment of the FRBNY Credit Facility at the Closing as described below;

• at the Closing, the amendment and restatement of the Securities Purchase Agreement (as amended and restated, the “SPA”) relating to AIG’s Series F Fixed Rate Non-Cumulative Perpetual Preferred Stock (the “Series F Preferred Stock”) to exchange a portion of AIG’s remaining right to draw up to $22.3 billion (the “Series F Drawdown Right”), in an amount to be designated by AIG prior to the Closing that shall not exceed $2 billion, for the right of AIG to draw up to such designated amount (the “Series G Designated Amount”) after the Closing for general corporate purposes (the “Series G Drawdown Right”);

• AIG drawing at the Closing an amount up to the amount remaining undrawn pursuant to the Series F Drawdown Right subject to the limitations set forth herein;

• the purchase by AIG at the Closing of AIA Preferred Interests and ALICO Preferred Interests from the FRBNY having an aggregate liquidation preference equal to the amount drawn at the Closing pursuant to the Series F Drawdown Right;

• the exchange by the UST of the Series F Preferred Stock (including amounts drawn at the Closing) for:

– all of the AIA Preferred Interests and ALICO Preferred Interests purchased from the FRBNY;

¹ It is understood and agreed among all parties to the Recapitalization that the components of the Recapitalization constitute a single, integrated, non-severable transaction.

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– approximately 167.6 million shares² of AIG common stock, par value $2.50 per share (“AIG Common Stock”); and

– shares of a new series of preferred stock of AIG designated as the “Series G Cumulative Mandatory Convertible Preferred Stock” (the “Series G Preferred Stock”), which will evidence (i) any amounts allocated by AIG to the Series G Drawdown Right to be available to be drawn after the Closing and (ii) any amounts drawn by AIG on the Series F Drawdown Right between announcement and Closing;

• the exchange of AIG’s Series C Perpetual, Convertible, Participating Preferred Stock (the “Series C Preferred Stock”) for approximately 562.9 million shares³ of AIG Common Stock;

• the exchange of AIG’s Series E Fixed Rate Non-Cumulative Preferred Stock (the “Series E Preferred Stock”) for approximately 924.5 million shares of AIG Common Stock;

• AIG’s issuance after the Closing to the holders of AIG Common Stock prior to the Closing, by means of a dividend, of 10-year warrants to purchase up to 75 million shares of AIG Common Stock in the aggregate at an exercise price of $45.00 per share; and

• AIG having the following pro forma capitalization immediately after giving effect to the Recapitalization:

	Outstanding
	Shares of AIG			Percentage of
	Common Stock			Outstanding
	(in millions)4			Shares
AIG Common Stock issued upon exchange for:
Series C Preferred Stock		562.9			31.3	%
Series E Preferred Stock		924.5			51.4	%
Series F Preferred Stock		167.6			9.3	%
Subtotal		1,655.0			92.1	%
Existing holders of AIG Common Stock		142.9	5		7.9	%
Total		1,797.9			100.0	%

2	Calculated based on the aggregate liquidation preference of the Series F Preferred Stock currently outstanding.
3	Calculated based on the number of shares that would represent 79.8% of pro forma outstanding shares of AIG Common Stock prior to the Restructuring and the assumed number of shares of AIG Common Stock to be issued in exchange for the equity units described under “Exchange of Equity Units” below. To be adjusted to reflect the actual shares of AIG Common Stock issued in exchange for such equity units.
4	This table does not reflect the shares of AIG Common Stock underlying any AIG securities convertible into, or exchangeable or exercisable for, shares of AIG Common Stock, including the Series G Preferred Stock, the warrants to be issued to the AIG public stockholders after the Closing and the outstanding warrants currently held by the UST. This table also does not reflect the issuance of shares of AIG Common Stock in exchange for the equity units described under “Exchange of Equity Units” below.
5	This number reflects the currently outstanding shares of AIG Common Stock and the assumed number of shares of AIG Common Stock to be issued in exchange for the equity units described below under “Exchange of Equity Units” below.

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Repayment of FRBNY Credit Facility; Waiver of AIA and ALICO Preferred Distributions
Repayment of FRBNY Credit Facility	At the Closing, all principal, accrued and unpaid interest, fees and other amounts owing under the FRBNY Credit Facility will be repaid in full solely from (i) the borrowings under the SPV Intercompany Loans described below and (ii) the Excess Cash Proceeds (as defined below) available at the Closing.
	AIG will use commercially reasonable efforts (taking into account market prices and conditions) to raise cash proceeds (the “Excess Cash Proceeds”), in an aggregate amount at least sufficient to repay (when combined with the borrowings under the SPV Intercompany Loans) all remaining amounts owing under the FRBNY Credit Facility.
	Notwithstanding the foregoing, any cash proceeds received in connection with the disposal of any Designated Pledged Asset (or distributions thereon) shall, unless directed in writing by the FRBNY and the UST, be excluded from the definition of “Excess Cash Proceeds”.
	At the Closing, all available undrawn commitments under the FRBNY Credit Facility will be terminated.
Waiver; Escrow	As consideration for AIG’s agreement to complete the Recapitalization, the FRBNY, as the holder of the preferred interests in the AIA SPV and ALICO SPV, will waive (the “Waiver”) the right to receive mandatory distributions on such preferred interests until the Closing, with all proceeds subject to the Waiver to be held in segregated escrow accounts with the FRBNY, as agent for the SPVs,6 until the Closing.7 The preferred interests in the AIA SPV and the ALICO SPV are referred to herein as the “AIA Preferred Interests” and “ALICO Preferred Interests”, respectively, and interchangeably as the “AIA/ALICO Preferred Interests”.8
	The Waiver will also provide that, at the Closing, proceeds will be released from escrow and loaned (each, an “SPV Intercompany Loan”) to AIG on the terms described below; provided, however, that if the aggregate amount of the proceeds subject to the Waiver, when combined with the Excess Cash Proceeds, exceeds all amounts owing under the FRBNY Credit Facility, such excess amount shall be distributed in accordance with the terms of the SPVs’ limited liability company agreements.
	Upon the Closing, the Waiver will terminate and thereafter all cash received by each SPV from repayment of the SPV Intercompany Loans, receipt of

6	AIG and the FRBNY to agree on arrangements regarding the proceeds held in the escrow accounts.
7	The escrow accounts are expected to consist of, in the case of the AIA SPV, the net cash proceeds from the AIA IPO and, in the case of the ALICO SPV, the net cash proceeds from the sale of ALICO to MetLife.
8	For purposes of this document, the references to, and the aggregate liquidation preference of, the AIA/ALICO Preferred Interests will include, unless otherwise agreed by the FRBNY, the UST and AIG, the 1% and 5% preferred participating returns held by the FRBNY in the AIA SPV and the ALICO SPV, respectively.

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	SPV Capital Contributions, disposition of assets or otherwise will be distributed in accordance with the terms of the SPVs’ limited liability company agreements without regard to the Waiver.
	If the Recapitalization is terminated because the End Date (as defined below) occurs (or for any other reason), the Waiver will terminate and be of no further force or effect and all amounts held in escrow at each SPV will be released and distributed in accordance with the terms of the SPVs’ limited liability company agreements without regard to the Waiver.
SPV Intercompany Loans	Recourse against AIG under each SPV Intercompany Loan will be limited to the Designated Pledged Assets (other than any liability of AIG resulting from AIG’s intentional and knowing failure to perform its material obligations under the SPV Intercompany Loans and related security documents).
	The following assets of AIG and certain of its subsidiaries (who will become limited recourse guarantors to the extent of the applicable Designated Pledged Assets), along with all proceeds thereof and distribution thereon in each case (subject to exceptions to be agreed, consistent with the limitations on the collateral pledged to secure the FRBNY Credit Facility to the extent applicable, and any additional tax and regulatory considerations and timing constraints) (the “Designated Pledged Assets”) will be pledged to the SPVs to secure each SPV Intercompany Loan:

• the equity interests of Nan Shan Life Insurance Company, Ltd. (“Nan Shan”), AIG Star Life Insurance Co. Ltd (“Star”) and AIG Edison Life Insurance Company (“Edison”);

• the equity interests of International Lease Finance Corporation (“ILFC”);

• AIG’s and its subsidiaries’ interests in Maiden Lane II LLC and Maiden Lane III LLC and distributions thereon (subject to a commercially reasonable efforts standard taking into account applicable regulatory, tax and capital considerations); and

• any contract rights of AIG or any of the limited recourse guarantors under any contract to sell or otherwise dispose of any of the foregoing assets, whether presently effective or entered into after the date of the SPV Intercompany Loans.

Notwithstanding anything in the FRBNY Credit Facility to the contrary:

• unless the UST and the FRBNY direct in writing that any cash proceeds received prior to the Closing in connection with the disposal of any Designated Pledged Asset (or distributions thereon) constitute “Excess Cash Proceeds”, such cash proceeds shall not be applied to repay the FRBNY Credit Facility and will instead be applied at the Closing to simultaneously repay a portion of the SPV Intercompany Loans issued at the Closing, with the proceeds of such repayment distributed at the Closing in accordance with the terms of the SPVs’ limited liability company agreements; and

• any non-cash proceeds or distributions received in connection therewith

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will be Designated Pledged Assets.

	Additionally, each SPV Intercompany Loan will be secured by a pledge of the common equity of the other SPV and guaranteed by such other SPV; provided, however, that, with respect to the AIA SPV, not more than either (i) 66% of the common equity of the AIA SPV will be pledged, or (ii) 66% of the equity interests in AIA Group Limited that are owned by AIA SPV will be subject to the guarantee.
	Notwithstanding that the ALICO SPV is initially responsible for all MetLife indemnification claims and downward purchase price adjustments under the purchase agreement relating to the ALICO sale transaction, AIG will be responsible for funding in cash the amount of each such MetLife indemnification claim and downward purchase price adjustment on a dollar-for-dollar basis when and if paid by the ALICO SPV. If immediate payment in cash of any such amounts would reasonably be expected to materially and adversely affect AIG’s liquidity, the parties will negotiate in good faith alternative or deferred funding arrangements.
	Each SPV Intercompany Loan will bear interest at a rate per annum equal to the “preferred return” on such SPV’s AIA/ALICO Preferred Interests, will have a maturity date of three years after the Closing and will have such other terms, consistent with the terms of the Recapitalization (including events of default) as the parties shall agree.
	AIG and each SPV will have the option to repay, retire or take such other action with respect to the SPV Intercompany Loans as it sees fit once all AIA/ALICO Preferred Interests have been redeemed or acquired by AIG.
Capital Contribution Obligations	If either SPV’s AIA/ALICO Preferred Interests remain outstanding following the repayment in full of the SPV’s SPV Intercompany Loan, AIG will agree to make capital contributions to such SPV (each, an “SPV Capital Contribution”) upon receipt of any proceeds of, or any other distributions on, the Designated Pledged Assets. AIG’s obligations to make the SPV Capital Contributions will be supported by the same guarantees and collateral package as the SPV Intercompany Loans.
Additional Documentation/Payment Waterfall Security Agreement	The collateral arrangements with respect to the Designated Pledged Assets, in a form reasonably satisfactory to the UST, the FRBNY and AIG, will contain customary provisions to protect the interests of the SPVs as secured parties, including the application of the proceeds of the Designated Pledged Assets to the repayment of the SPV Intercompany Loans and any SPV Capital Contributions. This documentation shall provide, among other things, that unless otherwise directed by the holder of the AIA Preferred Interests and the ALICO Preferred Interests, any proceeds or any other distributions received in respect of the Designated Pledged Assets will be allocated pro rata to the AIA SPV and the ALICO SPV based on the relative aggregate outstanding liquidation preferences of the AIA Preferred Interests and ALICO Preferred Interests at that time, either as repayment of the relevant SPV Intercompany Loan or as an SPV Capital Contribution. The holders of the AIA/ALICO Preferred Interests will be party to or third party beneficiaries of the collateral documentation, including the payment waterfall and cross guarantees and AIG’s obligations to make SPV Capital Contributions. If AIG is not the pledgor of a component of the Designated

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	Pledged Assets, then the pledgor of such component will be a limited recourse guarantor of the SPV Intercompany Loans to the extent of such component. If tax or regulatory issues prevent the pledging of 100% of the equity interests of a Designated Pledged Asset, then in addition to any amount that may be pledged, the pledgor will also pledge any proceeds from the sale of such Designated Pledged Asset.
Drawdown of Series F Closing Drawdown Amount, Purchase of AIA/ALICO Preferred Interests, Exchange of Series F Preferred Stock and Terms of Series G Preferred Stock
Series F Closing Drawdown Amount	At the Closing, AIG will draw pursuant to the Series F Drawdown Right an amount (the “Series F Closing Drawdown Amount”) equal to the lesser of (i) the remaining balance undrawn pursuant to the Series F Drawdown Right (less the Series G Designated Amount) and (ii) the aggregate liquidation preference9 of all AIA/ALICO Preferred Interests outstanding at the Closing.
	The Series F Drawdown Right will terminate and be of no further force and effect immediately following the Closing.
Purchase of AIA/ALICO Preferred Interests	At the Closing, AIG will purchase from the FRBNY AIA Preferred Interests and ALICO Preferred Interests (the “Purchased AIA/ALICO Preferred Interests”) having an aggregate liquidation preference equal to at least the Series F Closing Drawdown Amount, at a cash purchase price (the “AIA/ALICO Preferred Interests Purchase Price”) equal to the aggregate outstanding liquidation preference of all of the Purchased AIA/ALICO Preferred Interests. Unless otherwise agreed by the FRBNY and the UST, the Purchased AIA/ALICO Preferred Interests will be purchased on a pro rata basis as to the AIA Preferred Interests and ALICO Preferred Interests based on the relative aggregate outstanding liquidation preferences of the AIA Preferred Interests and ALICO Preferred Interests at that time. AIG will fund the AIA/ALICO Preferred Interests Purchase Price from the Series F Closing Drawdown Amount.
Amendment of SPA	The parties will amend and restate the SPA to (i) exchange a portion of the Series F Drawdown Right for the Series G Drawdown Right (if AIG so elects) and (ii) provide for the exchange of the Series F Preferred Stock as described below. Notwithstanding such exchange, the remaining commitment fees on the Series F Drawdown Right will nevertheless remain

⁹ Taking into account, if applicable, the application of (i) any proceeds subject to the Waiver in excess of the amount required to be used to repay the FRBNY Credit Facility and advanced as SPV Intercompany Loans and (ii) any cash proceeds received from the disposal of Designated Pledged Assets prior to the Closing.

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	payable by AIG at the times they are currently due.
Exchange of Series F Preferred Stock	Simultaneously with the Closing, the shares of Series F Preferred Stock held by the UST will be exchanged for:

• the Purchased AIA/ALICO Preferred Interests;

• shares of Series G Preferred Stock, having the rights, preferences and terms described below (but only if (i) AIG has elected prior to the Closing to designate a portion of the Series F Drawdown Right as the Series G Drawdown Right and/or (ii) AIG draws on the Series F Drawdown Right after the date the parties announce the Recapitalization and prior to the Closing); and

• approximately 167.6 million shares of AIG Common Stock.

Series G Preferred Stock The Series G Preferred Stock received by the UST will have the following rights, preferences and terms:

• Liquidation preference: The shares of Series G Preferred Stock will initially have a zero aggregate liquidation preference, except that if AIG draws on the Series F Drawdown Right after the date the parties announce the Recapitalization and prior to the Closing, the shares of Series G Preferred Stock will have an initial aggregate liquidation preference equal to the amount of such draws. Upon each drawdown, the aggregate liquidation preference of the shares of the Series G Preferred Stock will increase by an amount equal to the amount of such drawdown. Dividends on each share of Series G Preferred Stock will accrue on a daily basis at a rate of 5% per annum, compounded quarterly.

• Conversion: The Series G Preferred Stock will automatically convert into AIG Common Stock on March 31, 2012 (the “Conversion Date”) following the consummation, if applicable, of the Deferred Exchange on the Conversion Date. The Series G Preferred Stock will be convertible into a variable number of shares of AIG Common Stock equal to (x) the aggregate liquidation preference of the Series G Preferred Stock, plus all accrued and unpaid dividends, divided by (y) the Conversion Price. The “Conversion Price” will be equal to the lesser of (a) 80% of the volume weighted average price of the AIG Common Stock over the 20 trading days prior to the announcement date of the Recapitalization, and (b) 80% of the volume weighted average price of the AIG Common Stock over the 20 trading days prior to the Closing Date, subject to anti-dilution protections typical in registered convertible securities.

• Optional Redemption: AIG may redeem the Series G Preferred Stock at any time or times, in whole or in part, at a redemption price in cash equal to the liquidation preference of the Series G Preferred Stock, plus all accrued and unpaid dividends, without any prepayment or other penalty; provided, however, that for so long as the FRBNY holds AIA/ALICO Preferred Interests:

– AIG shall not have the right to redeem the Series G Preferred Stock

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for cash; and

–

instead, AIG shall have the right to deliver the FRBNY cash in exchange for AIA/ALICO Preferred Interests having an aggregate liquidation preference (plus accrued and unpaid dividends) equal to such cash amount, and thereafter deliver to the UST the AIA/ALICO Preferred Interests so purchased in exchange for a reduction in the aggregate liquidation preference of the Series G Preferred Stock by a corresponding amount (such transactions to be consummated in a manner consistent with the steps set forth in clauses 3 through 6 under “Deferred Exchange of AIA/ALICO Preferred Interests” below).

• Mandatory Redemption Upon Equity Offering: Net proceeds received by AIG in connection with any public offering for cash of its equity securities (whether or not such offering constitutes an “Equity Offering” (as defined below)) after the closing of the recapitalization will be used as follows:

– first, the net proceeds will reduce on a dollar-for-dollar basis the remaining availability, if any, of the Series G Designated Amount for general corporate purposes and instead will be available solely for the purpose of purchasing and exchanging an equal amount of AIA/ALICO Preferred Interests, if any, then held by the FRBNY as contemplated under “Deferred Exchange of AIA/ALICO Preferred Interests” below; and

– thereafter, the remaining net proceeds will be used to redeem Series G Preferred Stock at a redemption price equal to the liquidation preference, plus accrued and unpaid dividends.

• Series G Drawdown Right: The Series G Drawdown Right may be drawn for general corporate purposes upon the applicable conditions to such drawdown being met as described below under “Conditions to Closing of Each Drawdown” consistent with the drawdown mechanics of the Series F Drawdown Right; provided that, consistent with the Series F Drawdown Right, AIG may not use the funds drawn to pay annual bonuses or other future cash performance awards to executives or senior partners.

• Availability: The Series G Designated Amount will be reduced on a dollar-for-dollar basis (i) as described above under “Mandatory Redemption Upon Equity Offering” and (ii) by the aggregate amount AIG draws on the Series F Drawdown Right at any time after the date the parties announce the Recapitalization and prior to the Closing.

• Equity Offering: Pursuant to the SPA, AIG will commit to use commercially reasonable efforts (after taking into account the price of the equity securities to be offered) to effect an underwritten public offering of its equity securities to raise net proceeds equal to the Series G Designated Amount (an “Equity Offering”) during the period beginning after the date AIG files its Annual Report on Form 10-K for the year ended December 31, 2010 and ending on June 30, 2011.

• Duration of Series G Drawdown Right: The Series G Drawdown Right will expire upon the earlier of (i) the Conversion Date and (ii) such time

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that AIG has (A) been adjudicated as, or determined by any governmental authority having regulatory authority over AIG or its assets to be, insolvent, (B) become the subject of an insolvency, bankruptcy, dissolution, liquidation or reorganization proceeding (including, without limitation, under Title 11 of the United States Bankruptcy Code) or (C) become the subject of an appointment of a trustee, receiver, intervenor or conservator under the Resolution Authority under Dodd-Frank Wall Street Reform and Consumer Protection Act or under any other applicable bankruptcy, insolvency or similar law now or hereafter in effect (each of (A) through (C), an “Insolvency Trigger”);

•

Conditions to Commencement: The conditions to the commencement of the Series G Drawdown Right will be as follows (which are substantially the same as the analogous conditions relating to the commencement of the Series F Drawdown Right):

– accuracy of AIG’s representations and warranties and performance by AIG of its obligations under the SPA;

– a certificate of an AIG senior executive officer certifying as to the matters described in the preceding bullet point;

– the filing with the Delaware Secretary of State of the certificate of designations for the Series G Preferred Stock;

– delivery to the UST of an opinion of counsel in substantially the same form as delivered in connection with the commencement of the Series F Drawdown Right;

– delivery of stock certificates for the Series G Preferred Stock; and

– the Closing has occurred.

• Conditions to Closing of Each Drawdown: The conditions to the closing of each drawdown pursuant to the Series G Drawdown Right will be as follows:

– the Conversion Date has not occurred;

– an Insolvency Trigger has not occurred;

- on or before the applicable drawdown date, AIG has provided to the UST an outline, in a form reasonably satisfactory to the UST, of the expected uses by AIG of the drawdown amount;

– the accuracy of certain of the representations and warranties contained in the SPA as of, and AIG’s performance of it obligations under the SPA at or prior to, the drawdown date; and

– delivery to the UST of an opinion of counsel in substantially the same form as delivered in connection with a drawdown under the Series F Drawdown Right.

• Ranking. The Series G Preferred Stock will rank with respect to rights upon the liquidation, winding-up or dissolution of AIG:

– senior to (a) all of the AIG Common Stock and (b) to each other class of capital stock the terms of which expressly provide that it

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	ranks junior to the Series G Preferred Stock as to dividend rights and rights on liquidation, winding up and dissolution of AIG;
–	On a parity with any class or series of capital stock the terms of which do not expressly provide that such class or series will rank senior or junior to the Series G Preferred Stock as to dividend rights and rights upon liquidation, winding-up and dissolution of AIG;
–	junior to each class or series of capital stock the terms of which provide that such class or series will rank senior to the Series G Preferred Stock; and
–	junior to all of the existing and future indebtedness and other obligations of AIG.

Deferred Exchange of AIA/ALICO Preferred Interests If the FRBNY holds AIA/ALICO Preferred Interests on (i) any date on which the availability under the Series G Drawdown Right for general corporate purposes is reduced as a result of any public offering by AIG of its equity securities and/or (ii) the Conversion Date (to the extent there is any undrawn availability of the Series G Designated Amount as of the Conversion Date) (each, a “Deferred Exchange Date”), then the following transactions (collectively, a “Deferred Exchange”) will occur on such Deferred Exchange Date (and, in the case of the Conversion Date, immediately prior to the conversion of the Series G Preferred Stock into shares of AIG Common Stock as described above) in the order listed below, all of which will be deemed to occur substantially contemporaneously:

1.	AIG will draw pursuant to the Series G Drawdown Right in an amount (such amount, the “Deferred AIA/ALICO Preferred Interests Purchase Price”) equal to the lesser of (A) in the case of a Deferred Exchange referred to in clause (i) above, the amount by which the availability under the Series G Drawdown Right for general corporate purposes is reduced as a result of such public offering, and, in the case of a Deferred Exchange referred to in clause (ii) above, the undrawn availability of the Series G Designated Amount as of the Conversion Date, and (B) the aggregate liquidation preference of all AIA/ALICO Preferred Interests held by the FRBNY at such time;
2.	the aggregate liquidation preference of the Series G Preferred Stock will increase by an amount equal to the Deferred AIA/ALICO Preferred Interests Purchase Price;
3.	AIG will deliver a cash amount equal to the Deferred AIA/ALICO Preferred Interests Purchase Price to the FRBNY;
4.	the FRBNY will deliver AIA Preferred Interests and ALICO Preferred Interests (the “Deferred Purchased AIA/ALICO Preferred Interests”) having an aggregate liquidation preference equal to the Deferred AIA/ALICO Preferred Interests Purchase Price to AIG (unless otherwise agreed by the FRBNY and the UST, the Deferred Purchased AIA/ALICO Preferred Interests will be purchased on a pro rata basis as to the AIA Preferred Interests and ALICO Preferred Interests based on the relative aggregate outstanding liquidation preferences of the AIA Preferred Interests and ALICO Preferred Interests held by the FRBNY at that time);

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5.	AIG will deliver the Deferred Purchased AIA/ALICO Preferred Interests to the UST; and
6.	the aggregate liquidation preference of the Series G Preferred Stock will reduce by an amount equal to the Deferred AIA/ALICO Preferred Interests Purchase Price.

Notwithstanding the terms of the Series G Preferred Stock described above under “Series G Preferred Stock”, for purposes of a Deferred Exchange:

• the only condition to the drawdown of all or a portion of the Series G Unused Availability in connection with such Deferred Exchange is that the Deferred Purchased AIA/ALICO Preferred Interests will be delivered to the UST at the closing of such Deferred Exchange; and

• the availability of the Series G Drawdown Right will be equal to the Deferred AIA/ALICO Preferred Interests Purchase Price.

Subordination Agreement

If the aggregate Purchased AIA/ALICO Preferred Interests (including any Deferred Purchased AIA/ALICO Preferred Interests) do not constitute all of the AIA/ALICO Preferred Interests outstanding, the FRBNY will have the right, pursuant to a subordination agreement entered into among AIG, AIA SPV, ALICO SPV, the UST and the FRBNY, to receive distributions on its remaining AIA/ALICO Preferred Interests up to the aggregate outstanding liquidation preferences of all AIA/ALICO Preferred Interests held by the FRBNY before the UST will be entitled to receive any distributions on the AIA/ALICO Preferred Interests. In furtherance of the foregoing, AIG will agree to cause AIA SPV and ALICO SPV to make distributions on AIA/ALICO Preferred Interests to the FRBNY until the aggregate outstanding liquidation preferences of all AIA/ALICO Preferred Interests held by the FRBNY have been paid in full, and thereafter make all distributions on the AIA/ALICO Preferred Interests to the UST. Each of the FRBNY and the UST will agree that, to the extent it receives any distributions inconsistent with the preceding sentence, it will promptly return such distributions to the AIA SPV or ALICO SPV, as the case may be, or direct such distributions directly to the other party.

Exchange of Equity Units

Shortly after AIG files its Quarterly Report on Form 10-Q for the quarter ended September 30, 2010, AIG will conduct a registered exchange offer in which it will offer shares of AIG Common Stock and cash for the equity units mandatorily exchangeable for shares of AIG Common Stock that it previously issued on May 16, 2008.10 AIG intends to file a registration statement on Form S-4 relating to the exchange prior to the filing of such Quarterly Report with the expectation that the Form S-4 will become effective shortly following the filing of such Quarterly Report.

¹⁰ The number of shares of AIG Common Stock will be the number that holders would receive under the stock purchase contracts underlying the equity units and the cash payments will be designed to compensate holders for the interim payments (interest on the underlying debentures and contract adjustment payments on the underlying stock purchase contracts) to which they would otherwise be entitled.

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Exchange Series C Preferred Stock for AIG Common Stock; Distribution of AIG Common Stock Resulting from Exchange	At the Closing, the Series C Preferred Stock will be exchanged for approximately 562.9 million shares of AIG Common Stock. Immediately after such exchange, the Trust will distribute at the Closing all of the shares of AIG Common Stock issued in connection with such exchange to the UST and thereafter the Trust will be dissolved in accordance with the terms of the trust agreement.11
Exchange of Outstanding Liquidation Preferences of Series E and Series F Preferred Stock for AIG Common Stock	At the Closing, the Series E Preferred Stock will be exchanged for approximately 924.5 million shares of AIG Common Stock and the aggregate liquidation preference of the Series F Preferred Stock outstanding as of the date the parties announce the Recapitalization will be exchanged for approximately 167.6 million shares12 of AIG Common Stock.
Registration Rights	The UST will be afforded registration rights with respect to the shares of AIG Common Stock issued in connection with the Recapitalization on terms substantially consistent with those relating to the Series C Preferred Stock contained in the Series C Preferred Stock purchase agreement, subject to appropriate modifications relating to AIG’s obligations to effect an Equity Offering described above, the exchange of equity units described above and the exchange of hybrid securities described below, including appropriate lock-up arrangements covering the registrable shares. The UST’s registration rights will be assignable to third-party purchasers of registrable securities and, as part of the definitive documentation for the Recapitalization, AIG and the UST will agree to appropriate limitations on the exercise of those rights by third-party purchasers.
Exchange of Hybrid Securities	Within an agreed upon period after the Closing, AIG will use its reasonable efforts to conduct a registered exchange offer and/or a Section 3(a)(9) exchange offer for one or more series of its outstanding hybrid securities.
UST’s Outstanding Warrants	The outstanding warrants currently held by the UST will remain outstanding following the Recapitalization; provided, however, that notwithstanding anything in the anti-dilution provision of such warrants to the contrary, no adjustment will be made to the number of shares of AIG Common Stock subject to, or the exercise price of, such warrants as a result of the Recapitalization.
Issuance of Warrants to Existing Holders of AIG Common Stock	After the Closing, AIG will issue to the holders of AIG Common Stock prior to the Closing, by means of a dividend, 10-year warrants to purchase up to 75 million shares of AIG Common Stock in the aggregate at an exercise price of $45.00 per share.
Conditions to the Recapitalization	The consummation of the Recapitalization will be subject to the following material conditions:

11	Potential amendments of the trust agreement to be discussed.
12	Calculated based on the aggregate liquidation preference of the Series F Preferred Stock currently outstanding.

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1.	(i) the borrowings under the SPV Intercompany Loans and (ii) the Excess Cash Proceeds available at the Closing will be sufficient to repay at the Closing all remaining principal, accrued and unpaid interest, fees and other amounts owing under the FRBNY Credit Facility in full;
2.	the FRBNY shall have received evidence reasonably satisfactory to it that, immediately after the Closing, the FRBNY would not hold AIA/ALICO Preferred Interests having an aggregate liquidation preference in excess of $6 billion;
3.	stockholder approval for the issuance of the shares of AIG Common Stock and Series G Preferred Stock (which is convertible into AIG Common Stock) in connection with the Recapitalization in accordance with the rules of the New York Stock Exchange;
4.	the rating profile of AIG, the primary insurance companies of Chartis, Inc. and the primary insurance companies of SunAmerica Financial Group, taking into account the Recapitalization, shall be reasonably acceptable to the FRBNY, the UST, the Trust and AIG;
5.	AIG shall have in place at the Closing available cash and third party financing commitments in amounts and on terms reasonably acceptable to the FRBNY, the UST and AIG;
6.	AIG has not drawn on the Series F Drawdown Right after the date the parties announce the Recapitalization and prior to the Closing by an amount in excess of $2 billion, unless waived by the FRBNY and the UST in their sole discretion;
7.	AIG shall have achieved its year-end 2010 targets for the de-risking of AIG FP as set forth in AIG’s AIG FP Contingent Liquidity Plan.
8.	absence of any law or order prohibiting the Closing and receipt of all material regulatory approvals and material third party consents required to consummate the Recapitalization;
9.	approval for listing of the shares of AIG Common Stock to be issued in the Recapitalization on the New York Stock Exchange; and
10.	material performance by each other party of its covenants and the accuracy as of the Closing of the representations and warranties made by each such other party.

Termination	If the Closing does not occur on or prior to March 15, 2011 (the “End Date”), any of AIG, the FRBNY, the UST or the Trust may terminate the Recapitalization.
Closing Steps	At the Closing, the following transactions will occur in the order listed below, all of which will be deemed to occur substantially contemporaneously:

1. the proceeds subject to the Waiver will be released, the SPVs will make SPV Intercompany Loans to AIG in the amounts specified above, and the remaining proceeds, if any, will be distributed to the holders of the AIA/ALICO Preferred Interests in accordance with the terms of the

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	SPVs’ limited liability company agreements as described above;
2.	AIG will draw the Series F Closing Drawdown Amount pursuant to the Series F Drawdown Right;
3.	the FRBNY Credit Facility will be repaid in full from (i) the borrowing under the SPV Intercompany Loans and (ii) the Excess Cash Proceeds available at the Closing;
4.	unless the UST and the FRBNY direct in writing that any cash proceeds received prior to the Closing in connection with the disposal of any Designated Pledged Asset (or distributions thereon) constitute “Excess Cash Proceeds”, such cash proceeds will be applied at the Closing to repay a portion of the SPV Intercompany Loans, and distributed in accordance with the terms of the SPVs’ limited liability company agreements;
5.	AIG will deliver the AIA/ALICO Preferred Interests Purchase Price to the FRBNY;
6.	the FRBNY will deliver all of the Purchased AIA/ALICO Preferred Interests to AIG;
7.	to the extent applicable, the right to draw an amount equal to the Series G Designated Amount pursuant to Series F Drawdown Right will be exchanged for the Series G Drawdown Right;
8.	AIG will deliver to the UST: (i) the Purchased AIA/ALICO Preferred Interests, (ii) approximately 1,092.1 million shares of AIG Common Stock (representing the shares of AIG Common Stock to be issued in exchange for the Series E Preferred Stock and the Series F Preferred Stock held by the UST) and (iii) if applicable, the shares of Series G Preferred Stock;
9.	AIG will deliver approximately 562.9 million shares of AIG Common Stock (representing the shares of AIG Common Stock to be issued in exchange for the Series C Preferred Stock) to the Trust;
10.	the UST will deliver all shares of Series E Preferred Stock and Series F Preferred Stock to AIG;
11.	the Trust will deliver all shares of Series C Preferred Stock to AIG; and
12.	the Trust will deliver all shares of AIG Common Stock issued upon the exchange of the Series C Preferred Stock to the UST and thereafter the Trust will be dissolved in accordance with the terms of the trust agreement.

Governance Documentation to include approval/consent rights and other covenants and agreements, including, but not limited to, the following:

• AIG: Until such time as no obligation of AIG or any of its subsidiaries arising from financial assistance provided under the Troubled Asset Relief Program remains outstanding (excluding any period during which the federal government only holds warrants to purchase AIG Common Stock, but including any period during which the federal government owns (i) any AIG Common Stock issued in exchange for the Series E Preferred Stock, the Series F Preferred Stock or the Series

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G Preferred Stock or (ii) any of the Purchased AIA/ALICO Preferred Interests), AIG will remain subject to the covenants from the Series E Exchange Agreement and the Series F Purchase Agreement and:

– AIG and its board of directors must work in good faith with the UST to ensure corporate governance arrangements satisfactory to the UST;

– AIG will continue to be subject to all applicable laws, including the Employ American Workers Act and the Emergency Economic Stabilization Act of 2008 (including all guidance and regulations related thereto);

– for so long as American General Finance, Inc. is a subsidiary of AIG, AIG will ensure that MorEquity, Inc. (a subsidiary of American General Finance, Inc.) continues to participate in the Home Affordable Modification Program (to the extent MorEquity, Inc. is eligible to participate in such program);

– AIG must maintain its written policy on lobbying, government ethics and political activity;

– AIG must maintain its written policy on corporate expenses; and

– AIG must maintain a risk management committee of its board of directors.

• AIA SPV and ALICO SPV: Appropriate modifications to the SPV arrangements in light of the Waiver, the SPV Intercompany Loans and SPV Capital Contributions, including:

– providing that all proceeds received by each SPV in connection with the repayment of an SPV Intercompany Loan or the receipt of SPV Capital Contributions will be considered a “qualifying event” requiring mandatory distributions;

– eliminating all restrictions on distributions and other actions (e.g., rights to demand liquidity events, etc.) if the holder of the AIA/ALICO Preferred Interests or any of its affiliates control (or have the right to obtain control of) AIG;

– providing that all significant action consent rights, rights to demand liquidity rights, observer rights, etc. applicable to the AIA/ALICO Preferred Interests (including, in the case of the ALICO SPV, the right to force a sale of MetLife securities) will remain applicable notwithstanding the repayment in full of such SPV Preferred Interests until the AIA/ALICO Preferred Interests at both SPVs have been repaid in full;

– providing for the management and payment/reimbursement by AIG of MetLife purchase price adjustments and post-closing indemnification claims related to the sale of ALICO to MetLife; and

– granting the holder of the AIA/ALICO Preferred Interests the right to enforce SPV Intercompany Loans and SPV Capital Contributions.

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• Designated Pledged Assets: Holder of the AIA/ALICO Preferred Interests to have negative covenants, certain consent rights and liquidity/monetization rights relating to the Designated Pledged Assets substantively equivalent to the rights under the SPVs’ limited liability company agreements to be agreed in the Recapitalization documentation taking into account regulatory and other relevant considerations under applicable law.

• Information and Related Rights:

– Until such time as no obligation of AIG or any of its subsidiaries arising from financial assistance provided under the Troubled Asset Relief Program remains outstanding (excluding any period during which the federal government only holds warrants to purchase AIG Common Stock, but including any period during which the federal government owns (x) any AIG Common Stock issued in exchange for the Series E Preferred Stock, the Series F Preferred Stock or the Series G Preferred Stock or (y) any of the Purchased AIA/ALICO Preferred Interests), (i) AIG will continue to provide the UST with the financial information, reports, notices and inspection rights currently provided and (ii) the UST will be entitled to board observer rights; and

– For so long as the FRBNY holds AIA/ALICO Preferred Interests, AIG will provide the FRBNY with board-level information rights with respect to AIG (relating to any of the Designated Pledged Assets, the SPVs or any of their assets), the AIA SPV and the ALICO SPV, and any other information reasonably requested by the FRBNY relating to any of the foregoing (but excluding any privileged information).

• Indemnification and Expenses:

– From and after the Closing, AIG will pay all reasonable out-of-pocket expenses of the FRBNY and the UST relating to, or otherwise arising out of, (i) the Recapitalization, (ii) the financial assistance provided under the Troubled Asset Relief Program, (iii) the FRBNY Credit Facility, (iv) the federal government’s ownership of any securities (whether before or after the Closing) of AIG or any of its subsidiaries and (v) the transaction documents relating to the foregoing, including the consideration, exercise, enforcement or protection of any rights granted therein or compliance with any obligations thereunder.

– Unless otherwise agreed to by the parties, following the Closing the trustees of the Trust shall be provided with expense reimbursement and indemnification at least as protective as what is currently provided under the AIG Credit Facility Trust Agreement, notwithstanding any termination of the FRBNY Credit Facility or the AIG Credit Facility Trust Agreement.

Definitive Documentation The transactions contemplated hereby are subject to definitive documentation to be mutually agreed by the parties.

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EX-3.1

Exhibit 3.1

Certificate of Designations

of

Series B Contingent Convertible Junior Participating Non-Cumulative
Perpetual Preferred Stock

of

MetLife, Inc.

          MetLife, Inc., a corporation organized and existing under the General Corporation Law of the State of Delaware (the “Corporation,” which term shall include the successors of MetLife, Inc.), in accordance with the provisions of Sections 103 and 151 thereof, does hereby certify:

          The Finance and Risk Committee (the “Committee”) of the board of directors of the Corporation (the “Board of Directors”), in accordance with the resolutions of the Board of Directors dated March 7, 2010 and April 27, 2010, the provisions of the Certificate of Incorporation and By-Laws of the Corporation and applicable law, adopted the following resolution creating a series of shares of Preferred Stock, par value $0.01 per share, of the Corporation designated as “Series B Contingent Convertible Junior Participating Non-Cumulative Perpetual Preferred Stock” at a meeting of the Committee on October 26, 2010.

          Resolved, that pursuant to the authority vested in the Committee and in accordance with the resolutions of the Board of Directors dated March 7, 2010 and April 27, 2010, the provisions of the Certificate of Incorporation and By-Laws of the Corporation and applicable law, a series of Preferred Stock, par value $0.01 per share, of the Corporation be and hereby is created, and that the designation and number of shares of such series, and the voting and other powers, preferences and relative, participating, optional or other rights, and the qualifications, limitations and restrictions thereof, of the shares of such series, are as follows:

          Section 1. Designation. The distinctive serial designation of such series of Preferred Stock is “Series B Contingent Convertible Junior Participating Non-Cumulative Perpetual Preferred Stock” (“Series B Preferred Stock”). Each share of Series B Preferred Stock shall be identical in all respects to every other share of Series B Preferred Stock. The Series B Preferred Stock shall have a par value of $0.01 per share.

          Section 2. Number of Shares. The authorized number of shares of Series B Preferred Stock shall be 6,857,000. Shares of Series B Preferred Stock that are purchased or otherwise acquired by the Corporation, or converted into shares of Common Stock, shall not be reissued as shares of such series and shall, upon filing of the appropriate certificate with the Secretary of State of the State of Delaware, become authorized but unissued shares of Preferred Stock.

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          Section 3. Definitions. As used herein with respect to Series B Preferred Stock:

          (a) “Affiliate” of any specified Person means any other Person directly or indirectly controlling or controlled by or under direct or indirect common control with such specified Person. For the purposes of this definition, “control,” when used with respect to any specified Person, means the power to direct the management and policies of such Person, directly or indirectly, whether through the ownership of voting securities, by contract or otherwise; and the terms “controlling” and “controlled” have meanings correlative to the foregoing.

          (b) “Business Day” means any day other than a Saturday, Sunday or other day on which banking institutions in New York, New York are authorized or required by law or executive order to remain closed.

          (c) “By-Laws” means the amended and restated bylaws of the Corporation, as they may be amended from time to time.

          (d) “Certificate of Designations” means this Certificate of Designations relating to the Series B Preferred Stock, as it may be amended from time to time.

          (e) “Certificate of Incorporation” shall mean the amended and restated certificate of incorporation of the Corporation, as it may be amended from time to time, and shall include this Certificate of Designations.

          (f) The term “close of business” on any day means 5:00 P.M., New York City time, on such day.

          (g) “Common Stock” means the common stock, par value $0.01 per share (or such other par value, or no par value, as such common stock may have from time to time), of the Corporation.

          (h) “Common Stock Distribution” has the meaning set forth in Section 5(b).

          (i) “Common Stock Distribution Date” has the meaning set forth in Section 5(b).

          (j) “Common Stock Distribution Record Date” has the meaning set forth in Section 5(b).

          (k) “Constituent Person” has the meaning set forth in Section 10(d).

          (l) “Conversion Rate” means the number of shares of Common Stock issuable upon conversion of one (1) share of Series B Preferred Stock, which Conversion Rate shall initially be ten (10) shares of Common Stock per share of Series B Preferred Stock, subject to adjustment as provided in Section 10(c).

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          (m) “Distributed Property” has the meaning set forth in Section 5(b).

          (n) “Dividend Parity Stock” means all classes or series of stock of the Corporation (other than the Series B Preferred Stock) ranking on parity with the Series B Preferred Stock as to payment of dividends.

          (o) “Holder” means a Person in whose name one or more shares of the Series B Preferred Stock are registered.

          (p) “Indemnification Security Agreement” means the Indemnification Collateral Account Security and Control Agreement, dated as of November 1, 2010, by and among the Corporation, in its capacity as Secured Party, ALICO Holdings LLC, in its capacity as Pledgor, Deutsche Bank Trust Company Americas, in its capacities as Securities Intermediary and Pledge Collateral Agent, and, for certain limited purposes, Deutsche Bank Trust Company Americas, in its capacity as Stock Purchase Contract Agent under the Pledge Agreement.

          (q) “Junior Stock” means the Common Stock and any other class or series of stock of the Corporation, other than Series B Preferred Stock, that ranks junior to Series B Preferred Stock either or both as to the payment of dividends (whether such dividends are cumulative or non-cumulative) and/or as to the distribution of assets on any liquidation, dissolution or winding up of the Corporation.

          (r) “Liquidation Preference” has the meaning set forth in Section 6(b).

          (s) “Liquidation Preference Amount” means one cent ($0.01) per share of Series B Preferred Stock.

          (t) “Mandatory Conversion Date” means the third (3rd) Business Day immediately after the date the Corporation obtains the Stockholder Approval.

          (u) “Market Disruption Event” means any of the following events that the Corporation, in its reasonable discretion, determines has occurred and is material:

     (i) the occurrence or existence, for an aggregate period of at least thirty (30) minutes or during the one-hour period prior to the close of trading for the regular trading session on the Relevant Exchange, of any suspension of, or limitation imposed on, trading by the Relevant Exchange, whether by reason of movements in price exceeding limits permitted by the Relevant Exchange, or otherwise: (1) relating to Common Stock; or (2) in futures or options contracts relating to the Common Stock on the Relevant Exchange;

     (ii) any event (other than an event described in clause (iii) below) that disrupts or impairs the ability of market participants, for an aggregate period of at least thirty (30) minutes or during the one-hour period prior to the close of trading for the regular trading session on the

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Relevant Exchange in general: (1) to effect transactions in, or obtain market values for, the Common Stock on the Relevant Exchange; or (2) to effect transactions in, or obtain market values for, futures or options contracts relating to the Common Stock on the Relevant Exchange; or

     (iii) the failure to open of the Relevant Exchange on which futures or options contracts relating to the Common Stock are traded or the closure of such exchange prior to its respective scheduled closing time for the regular trading session on such day (without regard to after hours or any other trading outside of the regular trading session hours) unless such earlier closing time is announced by such exchange at least one hour prior to the earlier of: (1) the actual closing time for the regular trading session on such day, and (2) the submission deadline for orders to be entered into such exchange for execution at the actual closing time on such day.

          (v) “Non-Electing Share” has the meaning set forth in Section 10(d).

          (w) “Non-Partial Common Stock Distribution” means a transaction that both (i) requires the Conversion Rate to be adjusted pursuant to Section 10(c) and (ii) is not a Partial Common Stock Distribution.

          (x) “Nonpayment Event” has the meaning specified in Section 9(b).

          (y) The term “open of business” on any day means 9:00 A.M., New York City time, on such day.

          (z) “Parity Stock” means the Series A Junior Participating Preferred Stock and each other class or series of stock of the Corporation, other than Series B Preferred Stock, that ranks equally with the Series B Preferred Stock in the payment of dividends (whether such dividends are cumulative or non-cumulative) and in the distribution of assets on any liquidation, dissolution or winding up of the Corporation.

          (aa) “Partial Common Stock Distribution” has the meaning specified in Section 10(c).

          (bb) “Person” means a legal person, including any individual, corporation, estate, partnership, joint venture, association, joint stock company, company, limited liability company, trust, unincorporated association, or government or any agency or political subdivision thereof, or any other entity of whatever nature.

          (cc) “Preferred Stock” means any and all series of preferred stock of the Corporation, including the Series B Preferred Stock.

          (dd) “Preferred Stock Directors” has the meaning specified in Section 9(b).

          (ee) “Record Date” has the meaning set forth in Section 5(c).

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          (ff) “Reference Property” has the meaning set forth in Section 10(d).

          (gg) “Relevant Exchange” means the New York Stock Exchange; provided, however, that if the Common Stock is not listed for trading on the New York Stock Exchange, then “Relevant Exchange” means the principal U.S. national or regional securities exchange on which the Common Stock is listed; provided further, that if the Common Stock is not listed on a U.S. national or regional securities exchange, then “Relevant Exchange” means the over-the-counter market on which the Common Stock is traded.

          (hh) “Reorganization Event” has the meaning set forth in Section 10(d).

          (ii) “Representative Holder” has the meaning set forth in Section 10(d).

          (jj) “Senior Stock” means all Preferred Stock that ranks senior to the Series B Preferred Stock in the distribution of assets on any liquidation, dissolution or winding up of the Corporation.

          (kk) “Series A Junior Participating Preferred Stock” means the Series A Junior Participating Preferred Stock, par value $0.01 per share, of the Corporation.

          (ll) “Stockholder Approval” means the receipt of all approvals of the stockholders of the Corporation necessary, pursuant to Section 312.03 of the New York Stock Exchange Listed Company Manual, to approve the conversion of each outstanding share of Series B Preferred Stock into shares of Common Stock at the Conversion Rate.

          (mm) “Trading Day” means any day during which both of the following conditions are satisfied: (i) trading in the Common Stock generally occurs on the Relevant Exchange; and (ii) there is no Market Disruption Event.

          (nn) “Voting Parity Preferred Stock” has the meaning specified in Section 9(b).

          (oo) “VWAP” per share of Common Stock on any Trading Day means the volume-weighted average price per share of Common Stock in respect of the period from 9:30 a.m. to 4:00 p.m. (New York City time) on such Trading Day, as displayed under the heading “Bloomberg VWAP” on Bloomberg page “MET.N <equity> AQR” (or its equivalent successor if such page is not available); provided, however, that if such volume-weighted average price shall not be available on such Trading Day, then VWAP on such Trading Day shall be determined, using a volume-weighted average method, by a nationally recognized independent investment banking firm retained for such purpose by the Corporation.

          Section 4. Ranking. The Series B Preferred Stock will, with respect to the payment of dividends (whether such dividends are cumulative or non-cumulative) and

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the distribution of assets on any liquidation, dissolution or winding up of the Corporation, rank (i) on parity with Parity Stock and (ii) senior to Junior Stock.

          Section 5. Dividends.

          (a) Holders of Series B Preferred Stock shall be entitled to receive, when, as and if declared by the Board of Directors or a duly authorized committee of the Board of Directors, out of funds or property legally available therefor under Delaware law, non-cumulative dividends and distributions, if any, in the amount, kind and manner set forth in Section 5(b). Except as provided in the immediately preceding sentence, in Section 5(b) or in Section 6, Holders shall not be entitled to any other dividends or distributions on the Series B Preferred Stock. Notwithstanding anything herein to the contrary, (i) dividends and distributions on the Series B Preferred Stock shall not be cumulative; (ii) Holders of Series B Preferred Stock shall not be entitled to receive any dividends or distributions not declared by the Board of Directors or a duly authorized committee of the Board of Directors; and (iii) no interest, or sum of money in lieu of interest, shall be payable in respect of any dividend or distribution not so declared.

          (b) If the Board of Directors or a duly authorized committee of the Board of Directors declares a dividend, or the Corporation otherwise makes any distribution, on all outstanding shares of Common Stock, of cash, securities (including, without limitation, rights, warrants, options or evidences of indebtedness) or other property or assets (in each case excluding Non-Partial Common Stock Distributions and Reorganization Events) (such a dividend or distribution, a “Common Stock Distribution,” and the cash, securities, property or assets dividended or distributed on the Common Stock pursuant to such Common Stock Distribution, subject to the last sentence of Section 10(c), the “Distributed Property,” and the date such Distributed Property is paid to holders of Common Stock pursuant to such Common Stock Distribution, the “Common Stock Distribution Date,” and the record date for determining the holders of Common Stock entitled to receive such Common Stock Distribution, the “Common Stock Distribution Record Date”), then the Board of Directors or a duly authorized committee of the Board of Directors shall, in accordance with this Section 5(b), declare to be paid, or cause there to be distributed, to the Holders of the Series B Preferred Stock, Distributed Property in accordance with this Section 5(b). The date on which such Distributed Property is to be paid to Holders of the Series B Preferred Stock on account of such Common Stock Distribution shall be the Common Stock Distribution Date, and the kind and amount of Distributed Property to be dividended or distributed per share of Series B Preferred Stock shall be the kind and amount of Distributed Property that a holder of a number of shares of Common Stock equal to the Conversion Rate in effect at the close of business on the Common Stock Distribution Record Date for such Common Stock Distribution would have been entitled to receive pursuant to such Common Stock Distribution. The Corporation shall not declare any Common Stock Distribution unless the Corporation has funds legally available to comply, and complies, with this Section 5(b) with respect to such Common Stock Distribution. For avoidance of doubt, no dividend or distribution shall be payable on the Series B Preferred Stock pursuant to this Section 5(b) unless there shall occur a Common Stock Distribution. For avoidance of doubt, if (1) in connection with a Reorganization Event, the Board of Directors or a duly

6

authorized committee of the Board of Directors declares a dividend, or the Corporation otherwise makes any distribution, on all outstanding shares of Common Stock and (2) in connection with such Reorganization Event, the Common Stock is converted into or exchanged for, or constitutes solely the right to receive, cash, securities or other property, then (x) such dividend or distribution shall be subject to this Section 5(b) but not to Section 10(d) and (y) such conversion into, exchange for or right to receive cash, securities or other property shall be subject to Section 10(d) but not to this Section 5(b).

          (c) Dividends or distributions that are payable on Series B Preferred Stock on a Common Stock Distribution Date pursuant to Section 5(b) on account of a Common Stock Distribution will be payable to holders of record of Series B Preferred Stock as they appear on the stock register of the Corporation at the close of business on the date (each such date, a “Record Date”) that is the Common Stock Distribution Record Date for such Common Stock Distribution.

          (d) If the Mandatory Conversion Date with respect to any share of Series B Preferred Stock is on or prior to a Record Date for a dividend or distribution on the Series B Preferred Stock pursuant to Section 5(b), then the Holder of such share of Series B Preferred Stock shall not have the right to receive such dividend or distribution. If the Mandatory Conversion Date with respect to any share of Series B Preferred Stock is after a Record Date for a dividend or distribution on the Series B Preferred Stock pursuant to Section 5(b) but on or prior to the date such dividend or distribution is to be made, then the Holder of such share of Series B Preferred Stock at the close of business on such Record Date shall have the right to receive such dividend or distribution notwithstanding such conversion.

          (e) For purposes of this Certificate of Designations, dividends and distributions will be deemed to have been declared and paid in full on the Series B Preferred Stock during a calendar quarter or any other period if there exists no Common Stock Distribution whose Common Stock Distribution Date occurs during such calendar quarter or period, as applicable.

          Section 6. Liquidation Rights.

          (a) Voluntary or Involuntary Liquidation. In the event of any liquidation, dissolution or winding up of the affairs of the Corporation, whether voluntary or involuntary, the Holders of Series B Preferred Stock shall be entitled to receive, per share of Series B Preferred Stock, out of the assets of the Corporation or proceeds thereof legally available for distribution to stockholders of the Corporation, and after satisfaction of all liabilities and obligations to creditors of the Corporation, before any distribution of such assets or proceeds is made to or set aside for the holders of Junior Stock, in full an amount equal to the Liquidation Preference Amount per share, together with all dividends (if any) that have been declared but not paid prior to the date of payment of such distribution.

          (b) Partial Payment. If, in any distribution described in Section 6(a) above, the assets of the Corporation or proceeds thereof are not sufficient to pay the

7

Liquidation Preferences in full to all holders of Series B Preferred Stock and all holders of any Parity Stock, then the amounts paid to the holders of Series B Preferred Stock and to the holders of all such other Parity Stock shall be paid pro rata in accordance with the respective aggregate Liquidation Preferences of the holders of Series B Preferred Stock and the holders of all such other Parity Stock. In any such distribution, the “Liquidation Preference” of any holder of Preferred Stock of the Corporation shall mean the amount otherwise payable to such holder in such distribution (assuming no limitation on the assets of the Corporation available for such distribution), including any declared but unpaid dividends (and, in the case of any holder of stock other than Series B Preferred Stock and on which dividends accrue on a cumulative basis, any unpaid, accrued cumulative dividends, whether or not declared, as applicable).

          (c) Residual Distributions. In the event of any liquidation, dissolution or winding up of the affairs of the Corporation, whether voluntary or involuntary, if the Liquidation Preference has been paid in full to all holders of Series B Preferred Stock and all Parity Stock and Senior Stock, then the Holders shall (subject to the rights of any other series of Preferred Stock that is not Junior Stock to similarly be treated as holders of Common Stock) thereafter be treated as holders of Common Stock, determined as if each share of Series B Preferred Stock were converted into shares of Common Stock at the Conversion Rate in effect at the time of such liquidation, dissolution or winding up.

          (d) Merger, Consolidation and Sale of Assets Not Liquidation. For purposes of this Section 6, the merger or consolidation of the Corporation with any other corporation or other entity, including a merger or consolidation in which the holders of Series B Preferred Stock receive cash, securities or other property for their shares, or the sale, lease or exchange (for cash, securities or other property) of all or substantially all of the assets of the Corporation, shall not constitute a liquidation, dissolution or winding up of the affairs of the Corporation.

          Section 7. No Redemption. The Series B Preferred Stock shall not be redeemable at the election of the Corporation.

          Section 8. Maturity. The Series B Preferred Stock shall be perpetual unless converted in accordance herewith.

          Section 9. Voting Rights.

          (a) General. The Holders of Series B Preferred Stock shall not have any voting rights except as set forth below or as otherwise from time to time required by law.

          (b) Right to Elect Two Directors Upon Nonpayment Events. If and whenever dividends on any shares of Series B Preferred Stock that are required, pursuant to Section 5(b), to be declared and paid have not been so declared and paid for at least six (6) calendar quarters, whether or not consecutive (a “Nonpayment Event”), the number of directors then constituting the Board of Directors shall automatically be increased by two (2) and the holders of Series B Preferred Stock, together with the holders of any

8

outstanding shares of Dividend Parity Stock similarly entitled to vote for the election of a total of two (2) additional directors (“Voting Parity Preferred Stock”), voting together as a single class, shall be entitled to elect the two (2) additional directors (the “Preferred Stock Directors”); provided, however, that, as a condition to exercising such right to so elect such Preferred Stock Directors, the election of no such Preferred Stock Director shall cause the Corporation to violate the corporate governance requirement of the New York Stock Exchange (or any other exchange on which its securities may be listed) that listed companies must have a majority of independent directors.

          If the Holders of the Series B Preferred Stock, and such other holders of Voting Parity Preferred Stock, shall be entitled to vote for the election of the Preferred Stock Directors following a Nonpayment Event, then such directors shall be initially elected following such Nonpayment Event only at a special meeting called at the request of the holders of record of at least twenty percent (20%) of the Series B Preferred Stock or of any other such series of Voting Parity Preferred Stock then outstanding, and at each subsequent annual meeting of stockholders of the Corporation at which time such Nonpayment Event shall be continuing. Such request to call a special meeting for the initial election of the Preferred Stock Directors after a Nonpayment Event shall be made by written notice, signed by the requisite holders of Series B Preferred Stock or Voting Parity Preferred Stock, and delivered to the Secretary of the Corporation, or as may otherwise be required by law.

          When dividends have been paid (or declared and a sum sufficient for payment thereof set aside) in full on the Series B Preferred Stock for at least four (4) calendar quarters (whether or not consecutive) after a Nonpayment Event, then (1) such Nonpayment Event shall be deemed to have ceased; (2) the number of calendar quarters in which dividends have not been declared and paid shall, for purposes of this Section 9, be reset to zero (0); (3) the right of the holders of Series B Preferred Stock to elect the Preferred Stock Directors on account of such Nonpayment Event shall cease (but subject always to revesting of such voting rights in the case of any future Nonpayment Event pursuant to this Section 9); (4) the terms of office of all the Preferred Stock Directors shall forthwith terminate; and (5) the number of directors constituting the Board of Directors shall automatically be reduced accordingly. For avoidance of doubt, “full” dividends on the Series B Preferred Stock shall in no event include any arrearage, or any dividends that would accrue on unpaid dividends or distributions, had dividends on the Series B Preferred Stock been cumulative.

          Any Preferred Stock Director may be removed at any time without cause by the holders of record of a majority of the outstanding shares of the Series B Preferred Stock and Voting Parity Preferred Stock, when they have the voting rights set forth above in this Section 9 (voting together as a single class). So long as a Nonpayment Event shall continue, any vacancy in the office of a Preferred Stock Director (other than prior to the initial election of Preferred Stock Directors after a Nonpayment Event) may be filled by the written consent of the Preferred Stock Director remaining in office, or if none remains in office, by a vote of the holders of record of a majority of the outstanding shares of the Series B Preferred Stock and Voting Parity Preferred Stock, when they have the voting rights set forth above in this Section 9 (voting together as a single class). Each such vote

9

of stockholders to remove, or to fill a vacancy in the office of, a Preferred Stock Director must be taken only at a special meeting of such stockholders, called in the same manner as provided above for the initial election of Preferred Stock Directors after a Nonpayment Event. The Preferred Stock Directors shall each be entitled to one (1) vote per director on any matter that shall come before the Board of Directors for a vote. Each Preferred Stock Director shall hold office until the next annual meeting of the stockholders or until his or her earlier death, resignation or removal, if such office shall not have previously terminated as above provided.

          Notwithstanding anything herein to the contrary, this Section 9(b) shall have no force and effect (and, for all purposes, shall be deemed not to be included in this Certificate of Designations) at any time when no shares of Series B Preferred Stock are listed on the New York Stock Exchange or any other U.S. national securities exchange on which the Common Stock is then listed.

          (c) Other Voting Rights. So long as any shares of Series B Preferred Stock are outstanding, in addition to any other vote or consent of stockholders required by law or by the Certificate of Incorporation, the vote or consent of the holders of at least 66 2/3% of the outstanding shares of Series B Preferred Stock at the time outstanding and entitled to vote thereon, given in person or by proxy, either in writing without a meeting or by vote at any meeting called for the purpose, shall be necessary for effecting or validating:

     (i) Amendment of Series B Preferred Stock. Any amendment, alteration or repeal of any provision of the Certificate of Incorporation so as to increase the number of authorized shares of Series B Preferred Stock or materially and adversely affect the special rights, preferences, privileges or voting powers of the Series B Preferred Stock, taken as a whole; or

     (ii) Share Exchanges, Reclassifications, Mergers and Consolidations. Any consummation of a binding share exchange or reclassification involving the Series B Preferred Stock, or of a merger or consolidation of the Corporation with another corporation or other entity, unless in each case either (A) such binding share exchange or reclassification constitutes a Reorganization Event and the Corporation complies with Section 10(d) with respect to such Reorganization Event; or (B) the shares of Series B Preferred Stock remain outstanding and have such rights, preferences, privileges and voting powers, and limitations and restrictions thereof, taken as a whole, as are not materially less favorable to the holders thereof than the rights, preferences, privileges and voting powers, and limitations and restrictions thereof, of the Series B Preferred Stock immediately prior to such consummation, taken as a whole;

provided, however, that for all purposes of this Section 9(c), any increase in the amount of the authorized or issued Series B Preferred Stock or authorized Preferred Stock, or the creation and issuance, or an increase in the authorized or issued amount, of any other

10

series of Preferred Stock or other stock of the Corporation ranking senior to, equally with and/or junior to the Series B Preferred Stock with respect to the payment of dividends (whether such dividends are cumulative or non-cumulative) and/or the distribution of assets upon liquidation, dissolution or winding up of the Corporation will not be deemed to materially and adversely affect the special rights, preferences, privileges or voting powers of the Series B Preferred Stock, taken as a whole, and each Holder, by its acceptance of any shares of Series B Preferred Stock, is, to the fullest extent permitted by law, deemed to consent, and authorize the Corporation, the Board of Directors and any committee of the Board of Directors, to take any action to effect any such increase, creation or issuance.

          In addition, so long as any shares of Series B Preferred Stock are outstanding, in addition to any other vote or consent of stockholders required by law or by the Certificate of Incorporation, the vote or consent of the holders of at a majority of the shares of Series B Preferred Stock then outstanding, given in person or by proxy, either in writing without a meeting or by vote at any meeting called for the purpose, shall be necessary for effecting a publicly announced tender offer by the Corporation of shares of Common Stock; provided, however, that such vote or consent shall not be required if the Corporation grants Holders of Series B Preferred Stock of the right to participate, based on the number of shares of Common Stock into which such Series B Preferred Stock is convertible, in such tender offer on the same terms and conditions as holders of Common Stock.

          (d) Changes for Clarification. Without the consent of the Holders of the Series B Preferred Stock, so long as such action does not adversely affect the special rights, preferences, privileges and voting powers, and limitations and restrictions thereof, of the Series B Preferred Stock, taken as a whole, the Corporation may, to the fullest extent permitted by law, amend, alter, supplement or repeal any terms of the Series B Preferred Stock:

     (i) to cure any ambiguity, or to cure, correct or supplement any provision contained in this Certificate of Designations that may be defective or inconsistent; or

     (ii) to make any provision with respect to matters or questions arising with respect to the Series B Preferred Stock that is not inconsistent with the provisions of this Certificate of Designations.

          (e) Procedures for Voting and Consents. The rules and procedures for calling and conducting any meeting of the holders of Series B Preferred Stock (including, without limitation, the fixing of a record date in connection therewith), the solicitation and use of proxies at such a meeting, the obtaining of written consents and any other aspect or matter with regard to such a meeting or such consents shall be governed by any rules the Board of Directors or a duly authorized committee of the Board of Directors, in its discretion, may adopt from time to time, which rules and procedures shall conform to the requirements of the Certificate of Incorporation, the By-Laws, applicable law and any national securities exchange or other trading facility on which the Series B Preferred

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Stock is listed or traded at the time. Whether the vote or consent of the holders of a plurality, majority or other portion of the shares of Series B Preferred Stock and any Voting Parity Preferred Stock has been cast or given on any matter on which the Holders of shares of Series B Preferred Stock are entitled to vote shall be determined by the Corporation by reference to the specified liquidation amounts of the shares voted or covered by the consent.

          Section 10. Mandatory Conversion.

          (a) Effectiveness of Conversion. If the Corporation shall have obtained the Stockholder Approval, then, effective as of the open of business on the Mandatory Conversion Date, each outstanding share of Series B Preferred Stock shall, automatically and without the act of any Holder, be converted into a number of shares of Common Stock equal to the Conversion Rate in effect as of the open of business on the Mandatory Conversion Date; provided, however, that the Corporation will not issue fractional shares of Common Stock upon conversion of the Series B Preferred Stock and shall instead deliver a check in an amount equal to the value of such fraction computed on the basis of the VWAP per share of Common Stock on the Trading Day immediately before the Mandatory Conversion Date. All shares of Common Stock issued or delivered upon conversion of the Series B Preferred Stock shall be validly issued, fully paid and non-assessable and shall be free of preemptive or similar rights and (except, in the case of Series B Preferred Stock pledged pursuant to the Indemnification Security Agreement, as provided in the Indemnification Security Agreement) free of any lien or adverse claim created by the Corporation. If more than one share of Series B Preferred Stock is surrendered for conversion at one time by the same Holder, then the number of full shares of Common Stock issuable upon conversion of such shares shall be computed on the basis of the aggregate number of shares of Series B Preferred Stock so surrendered.

          (b) Effect of Conversion. Subject to the second sentence of Section 5(d), on and after the Mandatory Conversion Date each outstanding share of Series B Preferred Stock shall cease to be outstanding, dividends and distributions on such share shall cease to accrue or be due, and all rights of the Holder(s) of such share shall terminate with respect to such share, other than the right to receive, upon delivery of the certificate(s) evidencing such share to the Corporation or its registrar, certificates evidencing the shares of Common Stock into which such share of Series B Preferred Stock has been converted, together with cash in lieu of any fractional share, as provided herein.

          (c) Adjustment to the Conversion Rate. If, after the date of original issue of the Series B Preferred Stock, the Corporation: (A) pays a dividend or makes another distribution on Common Stock to all holders of Common Stock payable, in whole or in part, in shares of Common Stock; (B) subdivides or splits the outstanding shares of Common Stock into a greater number of shares; or (C) combines or reclassifies the outstanding shares of Common Stock into a smaller number of shares, then the Conversion Rate shall be adjusted by multiplying such Conversion Rate in effect immediately before such adjustment by the number of shares of Common Stock which a person who owns only one (1) share of Common Stock immediately before the record

12

date or effective date, as applicable, of such dividend, distribution, subdivision, split, or combination or reclassification and who is entitled to participate in such dividend, distribution, subdivision, split, combination or reclassification would own immediately after giving effect to such dividend, distribution, subdivision, split, combination or reclassification (without giving effect to any arrangement pursuant to such dividend, distribution, subdivision, split, combination or reclassification not to issue fractional shares of Common Stock). Such adjustment shall become effective immediately after the close of business on such record date, in the case of a stock dividend or stock distribution, and shall become effective at the open of business on such effective date, in the case of a subdivision, split, combination or reclassification. For avoidance of doubt, if, after the date of original issue of the Series B Preferred Stock, the Corporation pays a dividend or makes another distribution on Common Stock to all holders of Common Stock payable, in part (and not exclusively), in shares of Common Stock (such a dividend or distribution, a “Partial Common Stock Distribution”), then, without duplication, (i) an adjustment to the Conversion Rate shall be made pursuant to this Section 10(c) on account of the portion (and only such portion) of such Partial Common Stock Distribution paid in shares of Common Stock; and (ii) the portion of such Partial Common Stock Distribution (and only such portion) not paid in shares of Common Stock shall be subject to Section 5(b). If, after the date of original issue of the Series B Preferred Stock, the Corporation makes a Partial Common Stock Distribution, then the Distributed Property of such Partial Common Stock Distribution shall, for purposes hereof, be deemed not to include the portion of such Partial Common Stock Distribution that is paid in shares of Common Stock.

          (d) Conversion Upon Reorganization Event. If, after the date of original issue of the Series B Preferred Stock, (1) there occurs (A) any consolidation or merger of the Corporation with or into another Person; (B) any sale, transfer, lease or conveyance to another Person of the property of the Corporation as an entirety or substantially as an entirety; (C) any statutory exchange of securities of the Corporation with another Person or any binding share exchange which reclassifies or changes its outstanding Common Stock (other than a change in par value, or from par value to no par value, or from no par value to par value, or as a result of a transaction that is subject to Section 10(c)); or (D) any liquidation, dissolution or winding up of the Corporation (any such event in clauses (A) through (D), inclusive, a “Reorganization Event”); and (2) pursuant to such Reorganization, the Common Stock is converted into or exchanged for, or constitutes solely the right to receive, cash, securities or other property, then, immediately after the effective time of such Reorganization Event, the Corporation shall make provision for each outstanding share of Series B Preferred Stock to be converted, out of funds legally available therefor, into the kind and amount of cash, securities or other property (collectively, “Reference Property”) receivable pursuant to such Reorganization Event by a holder (the “Representative Holder”) of a number of shares of Common Stock equal to the Conversion Rate in effect at such effective time, which holder (A) is not a Person with which the Corporation consolidated or into which the Corporation merged or which merged into the Corporation or to which such sale, transfer, lease or conveyance was made, as the case may be (any such Person, a “Constituent Person”), or an Affiliate of a Constituent Person, to the extent such Reorganization Event provides for different treatment of Common Stock held by Affiliates of the Corporation

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and non-Affiliates, and (B) failed to exercise his rights of election, if any, as to the kind or amount of such Reference Property (provided that if the kind or amount of such Reference Property is not the same for each share of Common Stock held by a Person (other than a Constituent Person or an Affiliate thereof) who has not exercised such rights of election (“Non-Electing Share”), then for the purpose of this Section 10(d), the kind and amount of Reference Property in respect of each Non-Electing Share shall be deemed to be the weighted average of the kinds and amounts of Reference Property receivable per share of Common Stock pursuant to such Reorganization Event in respect of all Non-Electing Shares). On and after the effective time of a Reorganization Event, each outstanding share of Series B Preferred Stock shall cease to be outstanding, dividends on such share shall cease to accrue, and all rights of the Holder(s) of such share shall terminate with respect to such share, other than the right to receive the kind and amount of Reference Property into which such share of Series B Preferred Stock has been converted.

          (e) Conversion at Corporation’s Election. If, after the date of original issue of the Series B Preferred Stock, the Corporation or its successor shall have consummated a tender offer or exchange offer for, or shall have repurchased, in each case whether in a single transaction or a series of transactions, more than fifty percent (50%) of the outstanding shares of Series B Preferred Stock initially issued hereunder, then, subject to any applicable requirements of the exchange on which the Common Stock is then listed and subject to applicable law, the Corporation may elect to have the provisions of Section 10(a) apply as if the Stockholder Approval shall have been obtained on a date of the Corporation’s choosing, which date cannot be earlier than the consummation of such tender offer, exchange offer or repurchase.

          (f) Notice of Adjustments. Whenever the Conversion Rate is adjusted pursuant to Section 10(c), the Corporation shall, within ten (10) Business Days following the occurrence of the event that requires such adjustment, (i) compute the adjusted Conversion Rate in accordance with Section 10(c); and (ii) cause the Chief Financial Officer of the Corporation (or a designee of such Chief Financial Officer) to prepare and mail to each Holder, at such Holder’s last address shown on the records of the Corporation, a certificate setting forth such adjustment and showing in reasonable detail the facts upon which such adjustment is based.

          (g) Reservation of Common Stock. The Corporation shall, at all times when any shares of Series B Preferred Stock are outstanding, reserve and keep available, free from preemptive rights, out of its authorized but unissued Common Stock, the full number of shares of Common Stock then issuable upon conversion of all then outstanding shares of Series B Preferred Stock. Notwithstanding anything herein to the contrary, the Corporation may, at its election, deliver, upon conversion of the Series B Preferred Stock, treasury shares of Common Stock or other shares of Common Stock that the Corporation has reacquired, provided such shares comply with the second sentence of Section 10(a).

          Section 11. Record Holders. To the fullest extent permitted by applicable law, the Corporation and the transfer agent for the Series B Preferred Stock

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may deem and treat the record holder of any share of Series B Preferred Stock as the true and lawful owner thereof for all purposes, and neither the Corporation nor such transfer agent shall be affected by any notice to the contrary.

          Section 12. Notices. All notices or communications in respect of Series B Preferred Stock shall be sufficiently given if given in writing and delivered in person or by first class mail, postage prepaid, or if given in such other manner as may be permitted in this Certificate of Designations, in the Certificate of Incorporation or By-Laws or by applicable law.

          Section 13. No Preemptive Rights. No share of Series B Preferred Stock shall have any rights of preemption whatsoever as to any securities of the Corporation, or any warrants, rights or options issued or granted with respect thereto, regardless of how such securities, or such warrants, rights or options, may be designated, issued or granted.

          Section 14. Other Rights. The shares of Series B Preferred Stock shall not have any voting powers, preferences or relative, participating, optional or other special rights, or qualifications, limitations or restrictions thereof, other than as set forth herein or in the Certificate of Incorporation or as provided by applicable law.

[Remainder of Page Intentionally Left Blank; Signature Page Follows]

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          IN WITNESS WHEREOF, METLIFE, INC. has caused this certificate to be signed by Steven J. Goulart, its Senior Vice President and Treasurer, this 26th day of October, 2010.

MetLife, Inc.
By:	/s/ Steven J. Goulart
	Name:	Steven J. Goulart
	Title:	Senior Vice President and Treasurer

EX-4.1

Exhibit 4.1

Execution Version

Investor Rights Agreement

among

MetLife, Inc.,

ALICO Holdings LLC

and

American International Group, Inc.

Dated as of November 1, 2010

Table of Contents

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

i

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

W i t n e s s e t h:

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

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

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

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

ARTICLE 1
General

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

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

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

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

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

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

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

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

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

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

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

2

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

ARTICLE 2
Registration and Offering

     Section 2.1 Registration Demands.

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

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

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

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

     Section 2.2 Offerings.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

     (j) Give written notice to the Investor:

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

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

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

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

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

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

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

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

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

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

     (o) Cause there to be Agreed Cooperation.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

     Section 2.6 Delay of Registration; Furnishing Information.

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

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

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

     Section 2.7 Indemnification; Contribution.

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

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

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

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

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

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

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

     Section 2.8 Lock-Ups and Transfer Restrictions.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

     Section 2.10 Standstill.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

(ii) brokerage and securities trading activities;

(iii) financial services and insurance activities;

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

     Section 2.12 Piggyback Registration Rights.

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

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

27

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

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

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

     Section 2.13 Market Stand-Off.

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

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

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

28

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

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

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

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

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

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

ARTICLE 3
Miscellaneous

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

29

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

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

     Section 3.3 Applicable Law and Submission to Jurisdiction.

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

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

30

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

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

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

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

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

     (a) if to the Company, to:

MetLife, Inc.
1095 Avenue of the Americas
New York, NY 10036
Attention: General Counsel
Facsimile: (212) 578-4992

with copies to:

Dewey & LeBoeuf LLP
1301 Avenue of the Americas
New York, NY 10019
Attention: John M. Schwolsky
                 Alexander M. Dye
Facsimile: (212) 259-6333

31

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

American International Group, Inc.
80 Pine Street
New York, NY 10270
Attention: General Counsel
Facsimile: (212) 425-2175

with copies to:

Sullivan & Cromwell LLP
125 Broad Street
New York, NY 10004
Attention: Robert G. DeLaMater
Facsimile: (212) 291-9037

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

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

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

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

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

32

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

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

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

[Signatures on next page]

33

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

MetLife, Inc.
By:	/s/ Steven J. Goulart
	Name:	Steven J. Goulart
	Title:	Senior Vice President and Treasurer
ALICO Holdings LLC
By:	/s/ Alain Karaoglan
	Name:	Alain Karaoglan
	Title:	Manager
American International Group, Inc.
By:	/s/ Alain Karaoglan
	Name:	Alain Karaoglan
	Title:	SVP-Divestiture

[Investor Rights Agreement]

EX-4.2

Exhibit 4.2

Execution Version

Stock Purchase Contract Agreement

between

MetLife, Inc.

and

Deutsche Bank Trust Company Americas,
as Stock Purchase Contract Agent

Dated as of November 1, 2010

Table of Contents

	Page
ARTICLE I Definitions and Other Provisions of General Application		1
SECTION 1.1 Definitions		1
SECTION 1.2 Compliance Certificates and Opinions		15
SECTION 1.3 Form of Documents Delivered to Stock Purchase Contract Agent		16
SECTION 1.4 Acts of Holders; Record Dates		17
SECTION 1.5 Notices to the Stock Purchase Contract Agent, the Company and the Collateral Agent		18
SECTION 1.6 Notice to Holders; Waiver		19
SECTION 1.7 Effect of Headings and Table of Contents		20
SECTION 1.8 Successors and Assigns		20
SECTION 1.9 Separability Clause		20
SECTION 1.10 Benefits of Agreement		20
SECTION 1.11 Governing Law		20
SECTION 1.12 Legal Holidays		20
SECTION 1.13 Counterparts		21
SECTION 1.14 Inspection of Agreement		21
SECTION 1.15 Appointment of Financial Institution as Agent for the Company		21
SECTION 1.16 No Waiver		21
SECTION 1.17 Unit Debt Securities		21
SECTION 1.18 Force Majeure		21
SECTION 1.19 Waiver of Trial by Jury		22
ARTICLE II Certificate Forms		22
SECTION 2.1 Forms of Certificates Generally		22
SECTION 2.2 Legends		22
SECTION 2.3 Form of Stock Purchase Contract Agent’s Certificate of Authentication		23
ARTICLE III The Common Equity Units		23
SECTION 3.1 Amount; Form and Denominations		23
SECTION 3.2 Rights and Obligations Evidenced by the Certificates		24
SECTION 3.3 Execution, Authentication, Delivery and Dating		25
SECTION 3.4 Temporary Certificates		25
SECTION 3.5 Registration; Registration of Transfer and Exchange		26
SECTION 3.6 Book-Entry Interests		28
SECTION 3.7 Appointment of Successor Depositary		30
SECTION 3.8 Definitive Certificates		30
SECTION 3.9 Mutilated, Destroyed, Lost and Stolen Certificates		31
SECTION 3.10 Persons Deemed Owners		32
SECTION 3.11 Cancellation		33
SECTION 3.12 Creation of Stripped Common Equity Units by Substitution of Treasury Securities		33
SECTION 3.13 Recreation of Normal Common Equity Units		35

i

Table of Contents
(continued)

	Page
SECTION 3.14 Transfer of Collateral upon Occurrence of Termination Event		36
SECTION 3.15 No Consent to Assumption		37
ARTICLE IV The Debt Securities		37
SECTION 4.1 Payments on Debt Securities		37
SECTION 4.2 Notice and Voting		38
ARTICLE V The Stock Purchase Contracts		39
SECTION 5.1 Purchase of Shares of Common Stock		39
SECTION 5.2 Remarketing; Payment of Purchase Price		44
SECTION 5.3 Issuance of Shares of Common Stock		47
SECTION 5.4 Adjustment of Fixed Settlement Rates		48
SECTION 5.5 Notice of Adjustments and Certain Other Events		55
SECTION 5.6 Termination Event; Notice		56
SECTION 5.7 Early Settlement		56
SECTION 5.8 Early Settlement Upon Cash Merger		59
SECTION 5.9 No Fractional Shares		63
SECTION 5.10 Charges and Taxes		63
SECTION 5.11 Contract Payments		64
SECTION 5.12 Deferral of Contract Payments		69
ARTICLE VI Remedies		71
SECTION 6.1 Certain Rights of Holders		71
SECTION 6.2 Restoration of Rights and Remedies		71
SECTION 6.3 Rights and Remedies Cumulative		72
SECTION 6.4 Delay or Omission Not Waiver		72
SECTION 6.5 Undertaking for Costs		72
SECTION 6.6 Waiver of Stay or Extension Laws		72
ARTICLE VII Stock Purchase Contract Agent		73
SECTION 7.1 Certain Duties and Responsibilities		73
SECTION 7.2 Notice of Default		74
SECTION 7.3 Certain Rights of Stock Purchase Contract Agent		74
SECTION 7.4 Not Responsible for Recitals or Issuance of Common Equity Units		76
SECTION 7.5 May Hold Common Equity Units		76
SECTION 7.6 Money Held in Custody		76
SECTION 7.7 Compensation and Reimbursement		76
SECTION 7.8 Corporate Stock Purchase Contract Agent Required; Eligibility		77
SECTION 7.9 Resignation and Removal; Appointment of Successor		77
SECTION 7.10 Acceptance of Appointment by Successor		79
SECTION 7.11 Merger, Conversion, Consolidation or Succession to Business		79
SECTION 7.12 Preservation of Information; Communications to Holders		80

ii

Table of Contents
(continued)

	Page
SECTION 7.13 No Implied Obligations of Stock Purchase Contract Agent		80
SECTION 7.14 Tax Compliance		80
ARTICLE VIII Supplemental Agreements		81
SECTION 8.1 Supplemental Agreements Without Consent of Holders		81
SECTION 8.2 Supplemental Agreements with Consent of Holders		82
SECTION 8.3 Execution of Supplemental Agreements		83
SECTION 8.4 Effect of Supplemental Agreements		83
SECTION 8.5 Reference to Supplemental Agreements		83
ARTICLE IX Consolidation, Merger, Conveyance, Transfer or Lease		83
SECTION 9.1 Covenant Not to Consolidate, Merge, Convey, Transfer or Lease Property Except under Certain Conditions		83
SECTION 9.2 Rights and Duties of Successor Corporation		84
SECTION 9.3 Officers’ Certificate and Opinion of Counsel Given to Stock Purchase Contract Agent		84
ARTICLE X Covenants		84
SECTION 10.1 Performance Under Stock Purchase Contracts		84
SECTION 10.2 Maintenance of Office or Agency		85
SECTION 10.3 Company to Reserve Common Stock		86
SECTION 10.4 Covenants as to Common Stock		86
SECTION 10.5 Statements of Officers of the Company as to Default		86
SECTION 10.6 ERISA		86
SECTION 10.7 Tax Treatment		86
SECTION 10.8 Relationship to Indemnification Security Agreement		87
SECTION 10.9 USA Patriot Act		90

iii

Table of Contents
(continued)

	Page
EXHIBIT A            Form of Normal Common Equity Unit Certificate		A-1
EXHIBIT B            Form of Stripped Common Equity Unit Certificate		B-1
EXHIBIT C            Instruction to Stock Purchase Contract Agent with Respect to a Collateral Substitution		C-1
EXHIBIT D            Notice from Stock Purchase Contract Agent to Holders		D-1
EXHIBIT E            Notice to Settle by Cash		E-1
EXHIBIT F            Series C Make-Whole Table		G-1
EXHIBIT G            Series D Make-Whole Table		H-1
EXHIBIT H            Series E Make-Whole Table		I-1

iv

     This Stock Purchase Contract Agreement, dated as of November 1, 2010, between MetLife, Inc., a Delaware corporation (the “Company”), and Deutsche Bank Trust Company Americas, acting as stock purchase contract agent for the Holders of Common Equity Units (as defined herein) from time to time (the “Stock Purchase Contract Agent”).

Recitals

     The Company has duly authorized the execution and delivery of this Agreement and the Certificates (as defined herein) evidencing the Common Equity Units.

     All things necessary to make the Stock Purchase Contracts (as defined herein), when the Certificates are executed by the Company and authenticated, executed on behalf of the Holders and delivered by the Stock Purchase Contract Agent, as provided in this Agreement, the valid obligations of the Company, and to constitute these presents a valid agreement of the Company, in accordance with its terms, have been done.

     For and in consideration of the premises and the purchase of the Common Equity Units by the Holders thereof, it is mutually agreed as follows:

ARTICLE I
Definitions and Other Provisions of General Application

SECTION 1.1 Definitions. For all purposes of this Agreement, except as otherwise expressly provided or unless the context otherwise requires:

     (a) the terms defined in this Article I have the meanings assigned to them in this Article I and include the plural as well as the singular, and nouns and pronouns of the masculine gender include the feminine and neuter genders;

     (b) all accounting terms not otherwise defined herein have the meanings assigned to them in accordance with generally accepted accounting principles in the United States as in effect at the time the relevant calculation is to be made;

     (c) all references to an Article, Section or other subdivision or Exhibit refer to an Article, Section or other subdivision of, or Exhibit to, this Agreement;

     (d) references to dollars (including references to “$”) shall be deemed to refer to U.S. dollars;

     (e) the term “or” shall not be exclusive;

     (f) the words “herein,” “hereof” and “hereunder,” and other words of similar import, refer to this Agreement as a whole and not to any particular Article, Section, Exhibit or other subdivision of this Agreement; and

     (g) the following terms have the meanings given to them in this Section 1.1(g):

     “Act” has the meaning, with respect to any Holder, set forth in Section 1.4(a).

1

     “Adjustment Factor” has the meaning set forth in Section 5.4(a)(i).

     “Affiliate” of any specified Person means any other Person directly or indirectly controlling or controlled by or under direct or indirect common control with such specified Person. For the purposes of this definition, “control,” when used with respect to any specified Person, means the power to direct the management and policies of such Person, directly or indirectly, whether through the ownership of voting securities, by contract or otherwise; and the terms “controlling” and “controlled” have meanings correlative to the foregoing.

     “Aggregate Amount” has the meaning set forth in Section 5.4(a)(v).

     “Agreement” means this instrument as originally executed or as it may from time to time be supplemented or amended by one or more agreements supplemental hereto entered into pursuant to the applicable provisions hereof.

     “Applicable Cash Merger Early Settlement Rate” has the meaning set forth in Section 5.8(g).

     “Applicable Market Value” has the meaning set forth in Section 5.1(a).

     “Applicable Price” has the following meaning with respect to a Cash Merger: (a) if the consideration for the Common Stock in such Cash Merger consists solely of cash, then the Applicable Price with respect to such Cash Merger means the cash amount paid per share of Common Stock in such Cash Merger; and (b) in all other circumstances, the Applicable Price with respect to such Cash Merger shall be equal to the average of the VWAPs per share of Common Stock on each of the five (5) consecutive Trading Days immediately preceding the Cash Merger Effective Date of such Cash Merger.

     “Applicants” has the meaning set forth in Section 7.12(b).

     “Bankruptcy Code” means Title 11 of the United States Code, or any other law of the United States that from time to time provides a uniform system of bankruptcy laws.

     “Base Indenture” means the Indenture, dated as of November 9, 2001, between the Company and the Debenture Trustee, as amended or supplemented from time to time.

     “Beneficial Owner” means, with respect to a Book-Entry Interest, a Person who is the beneficial owner of such Book-Entry Interest as reflected on the books of the Depositary or on the books of a Person maintaining an account with such Depositary (directly as a Depositary Participant or as an indirect participant, in each case in accordance with the rules of such Depositary).

     “Board of Directors” means the board of directors of the Company or a duly authorized committee of that board.

     “Board Resolution” means one or more resolutions of the Board of Directors, a copy of which has been certified, by the Secretary or an Assistant Secretary of the Company, to have

2

been duly adopted by the Board of Directors and to be in full force and effect on the date of such certification, which certification is delivered to the Stock Purchase Contract Agent.

     “Book-Entry Interest” means a beneficial interest in a Global Certificate, registered in the name of a Depositary or a nominee thereof, ownership and transfers of which shall be maintained and made through book entries by such Depositary as described in Section 3.6.

     “Business Day” means a day other than a Saturday, Sunday or any other day on which banking institutions and trust companies in New York City are permitted or required by any applicable law or regulation to close.

     “Capital Stock” of a Person means any and all shares, interests, rights to purchase, warrants, options, participation or other equivalents of or interests in (however designated, whether voting or non-voting) corporate stock of such Person or similar equity or membership interests in such Person.

     “Cash Merger” means any Reorganization Event where (1) pursuant to such Reorganization Event, the Common Stock is converted into or exchanged for, or constitutes solely the right to receive, cash, securities or other property (such cash, securities, or other property, for the purposes of this definition, the “Common Stock Consideration”); and (2) at least thirty percent (30%) of such Common Stock Consideration consists of cash or cash equivalents.

     “Cash Merger Early Settlement” has the meaning set forth in Section 5.8(a).

     “Cash Merger Early Settlement Amount” has the meaning set forth in Section 5.8(d).

     “Cash Merger Early Settlement Date” has the meaning set forth in Section 5.8(b)(i).

     “Cash Merger Effective Date” means, with respect to a Cash Merger, the effective date of such Cash Merger.

     “Cash Settlement” has the meaning set forth in Section 5.2(b)(i).

     “Certificate” means a Normal Common Equity Unit Certificate or a Stripped Common Equity Unit Certificate.

     “Code” means the Internal Revenue Code of 1986, as amended.

     “Collateral” has the meaning set forth in Section 1.1(h) of the Pledge Agreement.

     “Collateral Accounts” has the meaning set forth in Section 1.1(h) of the Pledge Agreement.

     “Collateral Agent” means Deutsche Bank Trust Company Americas, as Collateral Agent under the Pledge Agreement, until a successor Collateral Agent shall have become appointed as such pursuant to the applicable provisions of the Pledge Agreement, after which “Collateral Agent” shall mean the Person who is then the Collateral Agent thereunder.

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     “Collateral Substitution” means (i) with respect to a Normal Common Equity Unit, the substitution, in accordance with the terms hereof, for the Pledged Debt Securities forming part of such Normal Common Equity Unit, of Treasury Securities (of the series corresponding to such Debt Securities) or portions thereof in an aggregate principal amount at maturity equal to the aggregate principal amount of such Pledged Debt Securities; or (ii) with respect to a Stripped Common Equity Unit, the substitution, in accordance with the terms hereof, for the Pledged Treasury Securities forming part of such Stripped Common Equity Unit, of Debt Securities (of the series corresponding to such Pledged Treasury Securities) having an aggregate principal amount equal to the aggregate principal amount at stated maturity of such Pledged Treasury Securities.

     “Common Equity Unit” means a Normal Common Equity Unit or a Stripped Common Equity Unit, as the case may be.

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

     “Company” means the Person named as the “Company” in the first paragraph of this Agreement, until a successor shall have become such pursuant to the applicable provision of this Agreement, after which “Company” shall mean such successor.

     “Component Debt Security” means, with respect to a Series C Debt Security or Series E Debt Security, a “Component Note” as defined in the Debt Security Indenture establishing such series of Debt Securities.

     “Constituent Person” has the meaning set forth in Section 5.4(b).

     “Contract Payment Deferral Rate” means, with respect to a Contract Payment, on a Stock Purchase Contract, that is deferred pursuant to Section 5.12, a rate, per annum, determined by the Company as of each Payment Date and applicable to amounts that accrue from, and including, such Payment Date to, but excluding, the next succeeding Payment Date, equal to the greater of (i) the sum of (A) the prevailing market yield per annum, on such Payment Date, of the benchmark U.S. Treasury Security having a remaining maturity, as of such Payment Date, that most closely corresponds to the period from such Payment Date to (x) the next scheduled First Stock Purchase Date, with respect to a Series C Stock Purchase Contract, (y) the next scheduled Second Purchase Date, with respect to a Series D Stock Purchase Contract or (z) the next scheduled Third Stock Purchase Date, with respect to a Series E Stock Purchase Contract; and (B) one hundred (100) basis points; and (ii) five percent (5.00%). The Company shall notify the Stock Purchase Contract Agent of each Contract Payment Deferral Rate promptly after the determination thereof, and the Stock Purchase Contract Agent shall have no responsibility for any such determination.

     “Contract Payments” means, subject to Section 5.12, the payments payable by the Company on the Payment Dates in respect of each Stock Purchase Contract, at a rate per year of (i) 3.436% on the Stated Amount of twenty five dollars $25.00 per Series C Stock Purchase Contract, such payments to accrue to, but excluding, the First Stock Purchase Date; (ii) 3.077% on the Stated Amount of twenty five dollars $25.00 per Series D Stock Purchase Contract, such payments to accrue to, but excluding, the Second Stock Purchase Date; and (iii) 2.537% on the

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Stated Amount of twenty five dollars $25.00 per Series E Stock Purchase Contract, such payments to accrue to, but excluding, the Third Stock Purchase Date.

     “Corporate Trust Office” means the designated office of the Stock Purchase Contract Agent at which, at any particular time, its corporate trust business shall be administered, which office at the date hereof is located at Deutsche Bank Trust Company Americas, Trust and Securities Services, 60 Wall Street, 27^th Floor, MS: NYC60-2710, New York, NY 10005.

     “Current Market Price” per share of Common Stock on a record date for a transaction means the average of the VWAPs per share of Common Stock on each Trading Day during the ten (10) consecutive Trading Days ending on, but excluding, the earlier of (1) such record date and (2) the Ex Date for such transaction.

     “Custodial Agent” means Deutsche Bank Trust Company Americas, as Custodial Agent under the Pledge Agreement, until a successor Custodial Agent shall have become such pursuant to the applicable provisions of the Pledge Agreement, after which “Custodial Agent” shall mean the Person who is then the Custodial Agent thereunder.

     “Debenture Trustee” means The Bank of New York Mellon Trust Company, N.A. (as successor in interest to J.P. Morgan Trust Company, National Association (as successor to Bank One Trust Company, N.A.)), as trustee pursuant to the Base Indenture, or its successor in interest in such capacity, or any successor trustee appointed as provided in the Base Indenture.

     “Debt Securities” means the Series C Debt Securities, the Series D Debt Securities and the Series E Debt Securities, collectively.

     “Debt Security Indenture” means each of the following, as the same may be amended from time to time: (i) the Base Indenture, together with the supplemental indenture thereto, between the Company and the Debenture Trustee, establishing the Series C Debt Securities; (ii) the Base Indenture, together with the supplemental indenture thereto, between the Company and the Debenture Trustee, establishing the Series D Debt Securities; and (iii) the Base Indenture, together with the supplemental indenture thereto, between the Company and the Debenture Trustee, establishing the Series E Debt Securities.

     “Deferred Contract Payments” has the meaning set forth in Section 5.12(a).

     “Depositary” means a clearing agency registered under Section 17A of the Exchange Act that is designated to act as Depositary for the Common Equity Units as contemplated by Section 3.6 and Section 3.7.

     “Depositary Participant” means a broker, dealer, bank, other financial institution or other Person for whom from time to time the Depositary effects book-entry transfers and pledges of securities deposited with the Depositary.

     “Dividend Threshold Amount” means, with respect to a dividend or distribution to which Section 5.4(a)(iv) applies, an amount equal to seventy-four cents ($0.74); provided, however, that the Dividend Threshold Amount shall be subject to adjustment in the same manner and under the same circumstances as the Reference Price is adjusted pursuant to Section

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5.4(a)(vii), except that the Dividend Threshold Amount shall not be adjusted on account of any event that requires an adjustment to the Fixed Settlement Rates pursuant to Section 5.4(a)(iv)).

     “DTC” means The Depository Trust Company.

     “Early Settlement” has the meaning set forth in Section 5.7(a).

     “Early Settlement Amount” has the meaning set forth in Section 5.7(b).

     “Early Settlement Date” has the meaning set forth in Section 5.7(b).

     “Early Settlement Rate” means, as of a given time, the Minimum Settlement Rate in effect at such time.

     “ERISA” means the Employee Retirement Income Security Act of 1974, as amended.

     “Ex Date,” (i) when used with respect to any issuance or distribution, means the first date on which the Common Stock trades the regular way on the Relevant Exchange without the right to receive such issuance or distribution and (ii) when used with respect to any subdivision or combination of shares of Common Stock, means the first date on which the Common Stock trades the regular way on the Relevant Exchange after the time at which such subdivision or combination becomes effective.

     “Exchange Act” means the Securities Exchange Act of 1934 and any statute successor thereto, in each case as amended from time to time, and the rules and regulations promulgated thereunder.

     “Expiration Date” has the meaning set forth in Section 1.4(e).

     “Failed Remarketing,” with respect to a Remarketing of any series of Debt Securities, has the meaning set forth in the Debt Security Indenture establishing such series of Debt Securities.

     “Final Failed Remarketing,” with respect to a Remarketing of any series of Debt Securities, has the meaning set forth in the Debt Security Indenture establishing such series of Debt Securities.

     “First Stock Purchase Date” means the Initial Scheduled First Stock Purchase Date; provided that the First Stock Purchase Date may be deferred for up to two (2) three-month periods in accordance with Section 5.2(b)(vi).

     “Fixed Settlement Rates” has the meaning set forth in Section 5.1(a).

     “Global Certificate” means a Certificate that evidences all or part of the Common Equity Units and is registered in the name of the Depositary or a nominee thereof.

     “Holder” means, with respect to a Common Equity Unit, the Person in whose name such Common Equity Unit evidenced by a Certificate is registered in the Security Register; provided,

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however, that solely for the purpose of determining whether the Holders of the requisite number of Common Equity Units have voted on any matter (and not for any other purpose hereunder), if the Common Equity Units remain represented by one or more Global Certificates and if the Depositary that is, or the nominee of whom that is, the registered holder of the Equity Units represented by such Global Certificate(s) has sent an omnibus proxy assigning voting rights to the Depositary Participants to whose accounts the Common Equity Units are credited on the record date, the term “Holder” shall mean such Depositary Participant acting at the direction of the Beneficial Owners.

     “In Kind Settlement Upon Cash Merger Early Settlement” has the meaning set forth in Section 5.8(d).

     “Indemnification Account” has the meaning set forth in the Indemnification Security Agreement.

     “Indemnification Security Agreement” means the Indemnification Collateral Account Security and Control Agreement, dated as of November 1, 2010, by and among the Company, the Initial Holder, Deutsche Bank Trust Company Americas, in its capacity as Securities Intermediary thereunder, Deutsche Bank Trust Company Americas, in its capacity as Pledge Collateral Agent thereunder, and, for certain limited purposes, Deutsche Bank Trust Company Americas, in its capacity as Stock Purchase Contract Agent under the Pledge Agreement, and, for certain limited purposes, American International Group, Inc.

     “Indemnitees” has the meaning set forth in Section 7.7(c).

     “Initial Holder” means ALICO Holdings LLC, a Delaware limited liability company, with respect to its interest in the Common Equity Units.

     “Initial Scheduled First Stock Purchase Date” means October 10, 2012.

     “Initial Scheduled Second Stock Purchase Date” means September 11, 2013.

     “Initial Scheduled Third Stock Purchase Date” means October 8, 2014.

     “Investor Rights Agreement” means the Investor Rights Agreement, dated the date hereof, among the Company, the Initial Holder and American International Group, Inc.

     “Issuer Order” or “Issuer Request” means a written order or request that is (A) signed in the name of the Company by (i) either its Chief Executive Officer, its President or one of its Vice Presidents, and (ii) either its Corporate Secretary, one of its Assistant Corporate Secretaries, its Treasurer or one of its Assistant Treasurers; and (B) delivered to the Stock Purchase Contract Agent.

     “Make-Whole Table” means the Series C Make-Whole Table, the Series D Make-Whole Table or the Series E Make-Whole Table, as applicable.

     “Market Disruption Event” has the meaning set forth in Section 5.1(a).

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     “Maximum Settlement Rate” has the meaning set forth in Section 5.1(a).

     “Minimum Settlement Rate” has the meaning set forth in Section 5.1(a).

     “Non-Electing Share” has the meaning set forth in Section 5.4(b).

     “Normal Common Equity Unit” means the collective rights and obligations of a Holder of one (1) Normal Common Equity Unit Certificate in respect of (i) prior to the First Stock Purchase Date, a one-fortieth (1/40) undivided beneficial interest in one (1) Series C Debt Security having a principal amount of one thousand dollars ($1,000); (ii) prior to the Second Stock Purchase Date, a one-fortieth (1/40) undivided beneficial interest in one (1) Series D Debt Security having a principal amount of one thousand dollars ($1,000); (iii) a one-fortieth (1/40) undivided beneficial interest in one (1) Series E Debt Security having a principal amount of one thousand dollars ($1,000); (iv) prior to the First Stock Purchase Date, one (1) Series C Stock Purchase Contract; (v) prior to the Second Stock Purchase Date, one (1) Series D Stock Purchase Contract; and (vi) one (1) Series E Stock Purchase Contract; provided, however, that the interests set forth in clauses (i) through (iii), inclusive, shall be subject to the Pledge of such interests by such Holder pursuant to the Pledge Agreement.

     “Normal Common Equity Unit Certificate” means a certificate evidencing the rights and obligations of a Holder in respect of the number of Normal Common Equity Units specified on such certificate.

     “NYSE” means the New York Stock Exchange.

     “Offer Valuation Period” has the meaning set forth in Section 5.4(a)(v).

     “Officers’ Certificate” means a certificate that is (A) signed by (i) either the Company’s Chief Executive Officer, its President or one of its Vice Presidents; and (ii) either the Company’s Corporate Secretary, one of its Assistant Corporate Secretaries, its Treasurer or one of its Assistant Treasurers; and (B) delivered to the Stock Purchase Contract Agent.

     “Opinion of Counsel” means a written opinion of counsel, who may be counsel to the Company (and who may be an employee of the Company), and who shall be reasonably acceptable to the Stock Purchase Contract Agent. An Opinion of Counsel may rely on certificates as to matters of fact.

     “Outstanding Common Equity Units” means, as of the date of determination, all Common Equity Units evidenced by Certificates theretofore authenticated, executed and delivered under this Agreement, except:

     (i) if a Termination Event has occurred, (x) Normal Common Equity Units for which the constituent Debt Securities have been theretofore deposited with the Stock Purchase Contract Agent in trust for the Holders of such Normal Common Equity Units in accordance with Section 3.14 and (y) Stripped Common Equity Units for which the constituent Treasury Securities have been theretofore deposited with the Stock Purchase Contract Agent in trust for the Holders of such Stripped Common Equity Units in accordance with Section 3.14;

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     (ii) Common Equity Units evidenced by Certificates theretofore cancelled by the Stock Purchase Contract Agent or delivered to the Stock Purchase Contract Agent for cancellation or deemed cancelled pursuant to the provisions of this Agreement; and

     (iii) Common Equity Units evidenced by Certificates in exchange for, or in lieu of, which other Certificates have been authenticated, executed on behalf of the Holder and delivered pursuant to this Agreement, other than any such Certificate in respect of which there shall have been presented to the Stock Purchase Contract Agent proof satisfactory to it that such Certificate is held by a protected purchaser (within the meaning of the Uniform Commercial Code as in effect in the State of New York) in whose hands the Common Equity Units evidenced by such Certificate are valid obligations of the Company;

provided, however, that in determining whether the Holders of the requisite number of the Common Equity Units have given any request, demand, authorization, direction, notice, consent or waiver hereunder, Common Equity Units owned by the Company or any Affiliate of the Company shall be disregarded and deemed not to be Outstanding Common Equity Units, except that, in determining whether the Stock Purchase Contract Agent shall be authorized and protected in relying upon any such request, demand, authorization, direction, notice, consent or waiver, only Common Equity Units that a Responsible Officer of the Stock Purchase Contract Agent actually knows to be so owned shall be so disregarded. Common Equity Units so owned that have been pledged in good faith may be regarded as Outstanding Common Equity Units if the pledgee establishes, to the satisfaction of the Stock Purchase Contract Agent, the pledgee’s right so to act with respect to such Common Equity Units and that the pledgee is not the Company or any Affiliate of the Company.

     “Payment Date,” (i) for any Contract Payment, means, subject to Section 5.11(b), each March 15, June 15, September 15 and December 15 of each year, commencing on, and including, March 15, 2011; and (ii) with respect to any interest payment on any series of Debt Securities, has the meaning ascribed to “Interest Payment Date” in the Debt Security Indenture establishing such series of Debt Securities.

     “Person” means a legal person, including any individual, corporation, estate, partnership, joint venture, association, joint-stock company, limited liability company, trust, unincorporated organization or government or any agency or political subdivision thereof or any other entity of whatever nature.

     “Plan” means an employee benefit plan that is subject to ERISA, a plan or individual retirement account that is subject to Section 4975 of the Code or any entity whose assets are considered assets of any such plan.

     “Pledge” means the pledge, under the Pledge Agreement, of the Debt Securities or the Treasury Securities, as the case may be, in each case constituting a part of the Common Equity Units.

     “Pledge Agreement” means the Pledge Agreement, dated as of the date hereof, among the Company, the Collateral Agent, the Custodial Agent, the Securities Intermediary and the

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Stock Purchase Contract Agent, on its own behalf and as attorney-in-fact for the Holders from time to time of the Common Equity Units, as amended from time to time.

     “Pledge Collateral Agent” has the meaning set forth in the Indemnification Security Agreement.

     “Pledged Debt Securities” has the meaning set forth in Section 1.1(h) of the Pledge Agreement.

     “Pledged Treasury Securities” has the meaning set forth in Section 1.1(h) of the Pledge Agreement.

     “Pledged Units” has the meaning set forth in Section 10.8.

     “Predecessor Certificate” means a Predecessor Normal Common Equity Unit Certificate or a Predecessor Stripped Common Equity Unit Certificate.

     “Predecessor Normal Common Equity Unit Certificate” of any particular Normal Common Equity Unit Certificate means every previous Normal Common Equity Unit Certificate evidencing all or a portion of the rights and obligations of the Company and the Holder thereof under the Normal Common Equity Units evidenced thereby; and, for the purposes of this definition, any Normal Common Equity Unit Certificate authenticated and delivered under Section 3.9 in exchange for or in lieu of a mutilated, destroyed, lost or stolen Normal Common Equity Unit Certificate shall be deemed to evidence the same rights and obligations of the Company and the Holder as the mutilated, destroyed, lost or stolen Normal Common Equity Unit Certificate.

     “Predecessor Stripped Common Equity Unit Certificate” of any particular Stripped Common Equity Unit Certificate means every previous Stripped Common Equity Unit Certificate evidencing all or a portion of the rights and obligations of the Company and the Holder thereof under the Stripped Common Equity Units evidenced thereby; and, for the purposes of this definition, any Stripped Common Equity Unit Certificate authenticated and delivered under Section 3.9 in exchange for or in lieu of a mutilated, destroyed, lost or stolen Stripped Common Equity Unit Certificate shall be deemed to evidence the same rights and obligations of the Company and the Holder as the mutilated, destroyed, lost or stolen Stripped Common Equity Unit Certificate.

     “Private Placement Legend” has the meaning set forth in Section 2.2(b).

     “Proceeds” has the meaning set forth in Section 1.1(h) of the Pledge Agreement.

     “Purchase Price” has the meaning set forth in Section 5.1(a).

     “Purchased Shares” has the meaning set forth in Section 5.4(a)(v).

     “Put Right” has the meaning set forth in the applicable Debt Security Indenture.

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     “Record Date,” (i) for any Contract Payment payable on any Payment Date, means the fifteenth (15th) calendar day immediately preceding such Payment Date; provided, however, that the Company may, at its option, upon notice to the Stock Purchase Contract Agent, select any other day as the Record Date for any Payment Date so long as such Record Date selected is (A) more than one (1) Business Day but less than sixty (60) Business Days prior to such Payment Date and (B) administratively acceptable to the Stock Purchase Contract Agent in its reasonable judgment; and (ii) with respect to any interest payment on any series of Debt Securities, has the meaning ascribed to “Regular Record Date” in the Debt Security Indenture establishing such series of Debt Securities.

     “Reference Price” means $35.42; provided, however, that the Reference Price shall be subject to adjustment pursuant to Section 5.4(a)(vii).

     “Reference Property” has the meaning set forth in Section 5.4(b).

     “Reference Property Units” has the meaning set forth in Section 5.4(b).

     “Relevant Exchange” has the meaning set forth in Section 5.1(a).

     “Remarketing,” with respect to a series of Debt Securities, has the meaning set forth in the Debt Security Indenture establishing such series of Debt Securities.

     “Remarketing Agent,” with respect to a series of Debt Securities, has the meaning set forth in the Debt Security Indenture establishing such series of Debt Securities.

     “Remarketing Agreement,” with respect to a series of Debt Securities, has the meaning set forth in the Debt Security Indenture establishing such series of Debt Securities.

     “Remarketing Fee,” with respect to a series of Debt Securities, has the meaning set forth in the Debt Security Indenture establishing such series of Debt Securities.

     “Remarketing Settlement Date,” with respect to a series of Debt Securities, has the meaning set forth in the Debt Security Indenture establishing such series of Debt Securities.

     “Reorganization Event” has the meaning set forth in Section 5.4(b).

     “Representative Holder” has the meaning set forth in Section 5.4(b).

     “Responsible Officer” means, when used with respect to the Stock Purchase Contact Agent, any officer within the corporate trust department of the Stock Purchase Contract Agent, including any managing director, director, vice president, assistant vice president, assistant secretary, assistant treasurer, trust officer, associate or any other officer of the Stock Purchase Contract Agent who customarily performs functions similar to those performed by the Persons who at the time shall be such officers, respectively, or to whom any corporate trust matter is referred because of such person’s knowledge of and familiarity with the particular subject and who shall have direct responsibility for the administration of this Agreement.

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     “Second Stock Purchase Date” means the later of (1) the date that is six (6) calendar months after the First Stock Purchase Date; and (2) the Initial Scheduled Second Stock Purchase Date; provided, however, that the Second Stock Purchase Date may be deferred for up to two (2) three-month periods in accordance with Section 5.2(b)(vi).

     “Securities Act” means the Securities Act of 1933, and any statute successor thereto, in each case as amended from time to time, and the rules and regulations promulgated thereunder.

     “Securities Intermediary” means Deutsche Bank Trust Company Americas, as Securities Intermediary under the Pledge Agreement, until a successor Securities Intermediary shall have become such pursuant to the applicable provisions of the Pledge Agreement, after which “Securities Intermediary” shall mean such successor or any subsequent successor who is appointed pursuant to the Pledge Agreement.

     “Security Register” and “Security Registrar” have the respective meanings set forth in Section 3.5.

     “Senior Debt” means any indebtedness of the Company that is not, by its terms, subordinate in right of payment to any other indebtedness of the Company.

     “Separate Debt Securities” means Debt Securities that are not a component of any Normal Common Equity Unit.

     “Series C Debt Security” has the meaning ascribed to “Notes” in the Debt Security Indenture establishing the securities titled the “Series C Senior Debentures due 2022.” For avoidance of doubt, each Series C Debt Security has a principal amount of one thousand dollars ($1,000).

     “Series C Make-Whole Table” means the table set forth in Exhibit F, as such table may be amended or adjusted pursuant to Section 5.8(g).

     “Series C Stock Purchase Contract” means a Stock Purchase Contract whose Stock Purchase Date is the First Stock Purchase Date.

     “Series C Treasury Security” means a zero-coupon U.S. Treasury Security maturing on September 30, 2012 with a principal amount of one thousand dollars ($1,000) payable on such date and with a CUSIP number of 912833Y61.

     “Series D Debt Security” has the meaning ascribed to “Notes” in the Debt Security Indenture establishing the securities titled the “Series D Senior Debentures due 2023.” For avoidance of doubt, each Series D Debt Security has a principal amount of one thousand dollars ($1,000).

     “Series D Make-Whole Table” means the table set forth in Exhibit G, as such table may be amended or adjusted pursuant to Section 5.8(g).

     “Series D Stock Purchase Contract” means a Stock Purchase Contract whose Stock Purchase Date is the Second Stock Purchase Date.

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     “Series D Treasury Security” means a zero-coupon U.S. Treasury Security maturing on August 31, 2013 with a principal amount of one thousand dollars ($1,000) payable on such date and with a CUSIP number of 912834AF5.

     “Series E Debt Security” has the meaning ascribed to “Notes” in the Debt Security Indenture establishing the securities titled the “Series E Senior Debentures due 2044.” For avoidance of doubt, each Series E Debt Security has a principal amount of one thousand dollars ($1,000).

     “Series E Make-Whole Table” means the table set forth in Exhibit H, as such table may be amended or adjusted pursuant to Section 5.8(g).

     “Series E Stock Purchase Contract” means a Stock Purchase Contract whose Stock Purchase Date is the Third Stock Purchase Date.

     “Series E Treasury Security” means a zero-coupon U.S. Treasury Security maturing on September 30, 2014 with a principal amount of one thousand dollars ($1,000) payable on such date and with a CUSIP number of 912834BE7.

     “Settlement Rate” has the meaning set forth in Section 5.1(a).

     “Spin-off” has the meaning set forth in Section 5.4(a)(iii).

     “Spin-off Valuation Period” has the meaning set forth in Section 5.4(a)(iii).

     “Stated Amount” means, (i) with respect to any one (1) Common Equity Unit, (A) seventy five dollars ($75.00) from, and including, the issue date of the Common Equity Units to, but excluding, the First Stock Purchase Date; (B) fifty dollars ($50.00) from, and including, the First Stock Purchase Date to, but excluding, the Second Stock Purchase Date; and (C) twenty five dollars ($25.00) from, and including, the Second Stock Purchase Date to, but excluding, the Third Stock Purchase Date; (ii) with respect to each Stock Purchase Contract, twenty five dollars ($25.00); and (iii) with respect to any one (1) Debt Security, one thousand dollars ($1,000).

     “Stock Purchase Contract” means, with respect to any Common Equity Unit, the contracts forming a part of such Common Equity Units and obligating (i) the Company to sell, and the Holder of such Common Equity Unit to purchase, shares of Common Stock and (ii) the Company to pay the Holder thereof Contract Payments, in each case on the terms and subject to the conditions set forth in Article V. Each Common Equity Unit shall initially contain one (1) Series C Stock Purchase Contract, one (1) Series D Stock Purchase Contract and one (1) Series E Stock Purchase Contract.

     “Stock Purchase Contract Agent” means the Person named as the “Stock Purchase Contract Agent” in the first paragraph of this Agreement, until a successor Stock Purchase Contract Agent shall have become such pursuant to the applicable provisions of this Agreement, after which “Stock Purchase Contract Agent” shall mean such Person or any subsequent successor who is appointed pursuant to this Agreement.

     “Stock Purchase Contract Settlement Fund” has the meaning set forth in Section 5.3.

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     “Stock Purchase Date” means each of the First Stock Purchase Date, the Second Stock Purchase Date and the Third Stock Purchase Date. For avoidance of doubt, reference to a scheduled Stock Purchase Date shall mean the next Stock Purchase Date that would occur assuming the next Remarketing will not be a Failed Remarketing.

     “Stripped Common Equity Unit” means the collective rights and obligations of a Holder of one (1) Stripped Common Equity Unit Certificate in respect of (i) prior to the First Stock Purchase Date, a one-fortieth (1/40) undivided beneficial interest in a Series C Treasury Security with a principal amount at maturity equal to one thousand dollars ($1,000); (ii) prior to the Second Stock Purchase Date, a one-fortieth (1/40) undivided beneficial interest in a Series D Treasury Security with a principal amount at maturity equal to one thousand dollars ($1,000); (iii) a one-fortieth (1/40) undivided beneficial interest in a Series E Treasury Security with a principal amount at maturity equal to one thousand dollars ($1,000); (iv) prior to the First Stock Purchase Date, one (1) Series C Stock Purchase Contract; (v) prior to the Second Stock Purchase Date, one (1) Series D Stock Purchase Contract; and (vi) one (1) Series E Stock Purchase Contract; provided, however, that the interests set forth in clauses (i) through (iii), inclusive, shall be subject to the Pledge of such interests by such Holder pursuant to the Pledge Agreement.

     “Stripped Common Equity Unit Certificate” means a certificate evidencing the rights and obligations of a Holder in respect of the number of Stripped Common Equity Units specified on such certificate.

     “Successful,” in respect of a Remarketing of a series of Debt Securities, has the meaning set forth in the Debt Security Indenture establishing such series of Debt Securities.

     “Tender Offer Expiration Date” has the meaning set forth in Section 5.4(a)(v).

     “Tender Offer Expiration Time” has the meaning set forth in Section 5.4(a)(v).

     “Termination Date” means the date, if any, on which a Termination Event occurs.

     “Termination Event” means the occurrence of any of the following events:

          (i) at any time on or prior to the Third Stock Purchase Date, a judgment, decree or order of a court shall have been entered granting relief under the Bankruptcy Code or any other similar applicable federal or state law, adjudicating the Company to be insolvent, or approving as properly filed a petition seeking reorganization or liquidation of the Company, and, if such judgment, decree or order shall have been entered more than sixty (60) days prior to the Third Stock Purchase Date, such judgment, decree or order shall have continued undischarged and unstayed for a period of sixty (60) days;

          (ii) at any time on or prior to the Third Stock Purchase Date, a judgment, decree or order of a court for the appointment of a receiver or liquidator or trustee or assignee in bankruptcy or insolvency of the Company or of its property, or for the termination or liquidation of its affairs, shall have been entered, and, if such judgment, decree or order shall have been entered more than sixty (60) days prior to the

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Third Stock Purchase Date, such judgment, decree or order shall have continued undischarged and unstayed for a period of sixty (60) days; or

          (iii) at any time on or prior to the Third Stock Purchase Date, the Company shall file a petition for relief under the Bankruptcy Code, or shall consent to the filing of a bankruptcy proceeding against it, or shall file a petition or answer or consent seeking reorganization or liquidation under the Bankruptcy Code or any other similar applicable federal or state law, or shall consent to the filing of any such petition, or shall consent to the appointment of a receiver or liquidator or trustee or assignee in bankruptcy or insolvency of it or of its property, or shall make an assignment for the benefit of creditors, or shall admit in writing its inability to pay its debts generally as they become due.

     “Third Stock Purchase Date” means the later of (1) the date that is six (6) calendar months after the Second Stock Purchase Date; and (2) the Initial Scheduled Third Stock Purchase Date; provided, however, that the Third Stock Purchase Date may be deferred for up to two (2) three-month periods in accordance with Section 5.2(b)(vi).

     “Threshold Appreciation Price” means $44.275; provided, however, that the Threshold Appreciation Price shall be subject to adjustment pursuant to Section 5.4(a)(vii).

     “TIA” means the Trust Indenture Act of 1939, and any statute successor thereto, in each case as amended from time to time, and the rules and regulations promulgated thereunder.

     “Trading Day” has the meaning set forth in Section 5.1(a).

     “Trading Day Period” has the meaning set forth in Section 5.1(a).

     “Treasury Security” means a Series C Treasury Security, a Series D Treasury Security or a Series E Treasury Security, as the context requires.

     “Underlying Shares” has the meaning set forth in Section 5.4(a)(ii).

     “Unit Debt Security” means a Series C Debt Security or a Series E Debt Security.

     “Unsecured Debentures” means the unsecured junior subordinated notes of the Company that will be issued in the Company’s sole discretion, as provided in Section 5.12(c), pursuant to the Indenture, dated as of June 21, 2005, between the Company and The Bank of New York Mellon Trust Company, N.A. (as successor in interest to J.P. Morgan Trust Company, National Association), as trustee.

     “Vice President” means any vice president, whether or not designated by a number or a word or words added before or after the title “Vice President.”

     “VWAP” has the meaning set forth in Section 5.1(a).

     SECTION 1.2 Compliance Certificates and Opinions. Except as otherwise expressly provided by this Agreement, upon any application or request by the Company to the Stock

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Purchase Contract Agent to take any action in accordance with any provision of this Agreement, the Company shall furnish to the Stock Purchase Contract Agent an Officers’ Certificate stating that all conditions precedent, if any, provided for in this Agreement relating to the proposed action have been complied with and an Opinion of Counsel stating that, in the opinion of such counsel, all such conditions precedent, if any, have been complied with, except that in the case of any such application or request as to which the furnishing of such documents is specifically required by any provision of this Agreement relating to such particular application or request, no additional certificate or opinion need be furnished. Notwithstanding any portion of this Agreement to the contrary, the Company shall not be required to furnish the Stock Purchase Contract Agent an Opinion of Counsel or an Officers’ Certificate pursuant to this Section 1.2 in connection with the issuance of the Common Equity Units.

     Every certificate or opinion with respect to compliance with a condition or covenant provided for in this Agreement (other than the Officers’ Certificate provided for in Section 10.5) shall include:

     (i) a statement that each individual signing such certificate or opinion has read such condition or covenant and the definitions herein relating thereto;

     (ii) a brief statement as to the nature and scope of the examination or investigation upon which the statements or opinions contained in such certificate or opinion are based;

     (iii) a statement that, in the opinion of each such individual, he or she has made such examination or investigation as he or she believes is necessary to enable such individual to express an informed opinion as to whether or not such condition or covenant has been complied with; and

     (iv) a statement as to whether, in the opinion of each such individual, such condition or covenant has been complied with.

          SECTION 1.3 Form of Documents Delivered to Stock Purchase Contract Agent. In any case where several matters are required to be certified by, or covered by an opinion of, any specified Person, it is not necessary that all such matters be certified by, or covered by the opinion of, only one such Person, or that they be so certified or covered by only one document, but one such Person may certify or give an opinion with respect to some matters and one or more other such Persons as to other matters, and any such Person may certify or give an opinion as to such matters in one or several documents. Any certificate or opinion of an officer of the Company may be based, insofar as it relates to legal matters, upon a certificate or opinion of, or representations by, counsel, unless such officer knows, or in the exercise of reasonable care should know, that the certificate or opinion or representations with respect to the matters upon which its certificate or opinion is based are erroneous. Any such certificate or Opinion of Counsel may be based, insofar as it relates to factual matters, upon a certificate or opinion of, or representations by, an officer or officers of the Company unless such counsel knows, or in the exercise of reasonable care should know, that the certificate or opinion or representations with respect to such matters are erroneous.

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     Where any Person is required to make, give or execute two or more applications, requests, consents, certificates, statements, opinions or other instruments under this Agreement, they may, but need not, be consolidated and form one instrument.

     SECTION 1.4 Acts of Holders; Record Dates.

     (a) Any request, demand, authorization, direction, notice, consent, waiver or other action provided by this Agreement to be given or taken by Holders may be embodied in and evidenced by one or more instruments of substantially similar tenor signed by such Holders in person or by an agent duly appointed in writing; and, except as herein otherwise expressly provided, such action shall become effective when such instrument or instruments are delivered to the Stock Purchase Contract Agent and, where it is hereby expressly required, to the Company. Such instrument or instruments (and the action embodied therein and evidenced thereby) are herein sometimes referred to as the “Act” of the Holders signing such instrument or instruments. Proof of execution of any such instrument or of a writing appointing any such agent shall be sufficient for any purpose of this Agreement and (subject to Section 7.1) conclusive in favor of the Stock Purchase Contract Agent and the Company, if made in the manner provided in this Section.

     (b) The fact and date of the execution by any Person of any such instrument or writing may be proved in any manner that the Stock Purchase Contract Agent reasonably deems sufficient.

     (c) The ownership of Common Equity Units shall be proved by the Security Register.

     (d) Any request, demand, authorization, direction, notice, consent, waiver or other Act of the Holder of any Common Equity Units shall bind every future Holder of the same Common Equity Units and the Holder of every Certificate evidencing such Common Equity Units issued upon the registration of transfer thereof or in exchange therefor or in lieu thereof in respect of anything done, omitted or suffered to be done by the Stock Purchase Contract Agent or the Company in reliance thereon, whether or not notation of such action is made upon such Certificate.

     (e) The Company may set any date as a record date for the purpose of determining the Holders of Outstanding Common Equity Units entitled to give, make, take or revoke any request, demand, authorization, direction, notice, consent, waiver or other action provided or permitted by this Agreement to be given, made or taken by Holders of Common Equity Units. If any record date is set pursuant to this paragraph, the Holders of the Outstanding Normal Common Equity Units and the Outstanding Stripped Common Equity Units, as the case may be, as of the close of business on such record date, and no other Holders, shall be entitled to take the relevant action with respect to the Normal Common Equity Units or the Stripped Common Equity Units, as the case may be, whether or not such Holders remain Holders after the close of business on such record date; provided that no such action shall be effective hereunder unless taken prior to or on the applicable Expiration Date by Holders of the requisite number of Outstanding Common Equity Units at the close of business on such record date. Nothing contained in this paragraph shall be construed to prevent the Company from setting a new record date for any action for which a record date has previously been set pursuant to this paragraph

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(whereupon the record date previously set shall automatically and with no action by any Person be cancelled and be of no effect), and nothing contained in this paragraph shall be construed to render ineffective any action taken by Holders of the requisite number of Outstanding Common Equity Units on the date such action is taken. Promptly after any record date is set pursuant to this paragraph, the Company, at its own expense, shall cause notice of such record date, the proposed action by Holders and the applicable Expiration Date to be given to the Stock Purchase Contract Agent in writing and to each Holder of Common Equity Units in the manner set forth in Section 1.6.

     With respect to any record date set pursuant to this Section 1.4(e), the Company may designate any date as the “Expiration Date” and from time to time may change the Expiration Date to any earlier or later day; provided that no such change shall be effective unless notice of the proposed new Expiration Date is given to the Stock Purchase Contract Agent in writing, and to each Holder of Common Equity Unit in the manner set forth in Section 1.6, prior to or on the existing Expiration Date. If an Expiration Date is not designated with respect to any record date set pursuant to this Section, the Company shall be deemed to have initially designated the 180th day after such record date as the Expiration Date with respect thereto, subject to its right to change the Expiration Date as provided in this paragraph. Notwithstanding the foregoing, no Expiration Date shall be later than the 180th day after the applicable record date.

     SECTION 1.5 Notices to the Stock Purchase Contract Agent, the Company and the Collateral Agent. Any notice or communication is duly given if in writing and delivered in person or mailed by first-class mail (registered or certified, return receipt requested), telecopier (with receipt confirmed) or overnight air courier guaranteeing next day delivery, to the others’ address; provided that notice shall be deemed given to the Stock Purchase Contract Agent only upon receipt thereof:

     If to the Stock Purchase Contract Agent:

Deutsche Bank Trust Company Americas
Trust and Securities Services
60 Wall Street, 27th Floor
MS: NYC60-2710
New York, NY 10005
Fax: 732-578-4635
Attention: Corporates Team / MetLife, Inc.

copy to:

Deutsche Bank National Trust Company
Trust & Securities Services
100 Plaza One
6th Floor — MS JCY03-0699
Jersey City, NJ 07311-3901
Fax: 732-578-4635
Attention: Corporates Team / MetLife, Inc.

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     If to the Company:

MetLife, Inc.
1095 Avenue of the Americas
New York, New York 10036
Attention: Treasurer
Facsimile: (212) 578-0266

     If to the Collateral Agent:

Deutsche Bank Trust Company Americas
Trust and Securities Services
60 Wall Street, 27th Floor
MS: NYC60-2710
New York, NY 10005
Fax: 732-578-4635
Attention: Corporates Team / MetLife, Inc.

copy to:

Deutsche Bank National Trust Company
Trust & Securities Services
100 Plaza One
6th Floor — MS JCY03-0699
Jersey City, NJ 07311-3901
Fax: 732-578-4635
Attention: Corporates Team / MetLife, Inc.

          SECTION 1.6 Notice to Holders; Waiver. Where this Agreement provides for notice to Holders of any event, such notice shall be sufficiently given (unless otherwise herein expressly provided) if in writing and mailed, first-class postage prepaid, to each Holder affected by such event, at its address as it appears in the Security Register, such mailing to occur not later than the latest date, and not earlier than the earliest date, prescribed for the giving of such notice; provided, however, that if any Common Equity Units are registered in the name of the Depositary or the nominee of the Depositary, then, notwithstanding anything herein to the contrary, the notice may be given to the Depositary in accordance with the Depositary’s rules and practices and none of the Company, the Company’s agent or the Stock Purchase Contract Agent shall, except as set forth herein, have any obligations to the Beneficial Owners of such Common Equity Units. In any case where notice to Holders is given by mail, neither the failure to mail such notice, nor any defect in any notice so mailed to any particular Holder, shall affect the sufficiency of such notice with respect to other Holders. Where this Agreement provides for notice in any manner, such notice may be waived in writing by the Person entitled to receive such notice, either before or after the event, and such waiver shall be the equivalent of providing timely notice. Waivers of notice by Holders shall be filed with the Stock Purchase Contract Agent, but such filing shall not be a condition precedent to the validity of any action taken in reliance upon such waiver.

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     In case by reason of the suspension of regular mail service or by reason of any other cause it shall be impracticable to give such notice by mail, then such notification as shall be made with the approval of the Stock Purchase Contract Agent shall constitute a sufficient notification for every purpose hereunder.

     SECTION 1.7 Effect of Headings and Table of Contents. The Article and Section headings herein and the Table of Contents are for convenience only and shall not affect the construction hereof.

     SECTION 1.8 Successors and Assigns. All covenants and agreements in this Agreement by the Company and the Stock Purchase Contract Agent shall bind their respective successors and assigns, whether so expressed or not.

     SECTION 1.9 Separability Clause. In case any provision in this Agreement or in the Common Equity Units shall be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions hereof and thereof shall not in any way be affected or impaired thereby.

     SECTION 1.10 Benefits of Agreement. Nothing contained in this Agreement or in the Common Equity Units, express or implied, shall give to any Person, other than the parties hereto and their successors hereunder and, to the extent provided hereby, the Holders, any benefits or any legal or equitable right, remedy or claim under this Agreement. The Holders from time to time shall be beneficiaries of this Agreement and shall be bound by all of the terms and conditions hereof and of the Common Equity Units evidenced by their Certificates by their acceptance of delivery of such Certificates.

     SECTION 1.11 Governing Law. This Agreement and the Common Equity Units shall be governed by, and construed in accordance with, the internal laws of the State of New York.

     SECTION 1.12 Legal Holidays. In any case where any Payment Date shall not be a Business Day (notwithstanding any other provision of this Agreement or the Common Equity Units), Contract Payments or other distributions shall not be paid on such date, and such Contract Payments or other distributions shall be paid on the next succeeding Business Day, with the same force and effect as if made on such Payment Date, provided that if such next succeeding Business Day is in the next succeeding calendar year, then payment of such Contract Payments or other distributions will be made on the Business Day immediately preceding such Payment Date, with the same force and effect as if made on such Payment Date. No interest shall accrue or be payable by the Company or to any Holder for the period from and after any such Payment Date.

     In any case where any Stock Purchase Date, Early Settlement Date or Cash Merger Early Settlement Date shall not be a Business Day (notwithstanding any other provision of this Agreement or the Common Equity Units), Stock Purchase Contracts shall not be settled and Early Settlement and Cash Merger Early Settlement shall not be effected on such date, but Stock Purchase Contracts shall be settled and Early Settlement or Cash Merger Early Settlement shall be effected, as applicable, on the next succeeding Business Day, with the same force and effect

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as if made on such Stock Purchase Date, Early Settlement Date or Cash Merger Early Settlement Date, as applicable.

     SECTION 1.13 Counterparts. This Agreement may be executed in any number of counterparts by the parties hereto, each of which, when so executed and delivered, shall be deemed an original, but all such counterparts shall together constitute one and the same instrument.

     SECTION 1.14 Inspection of Agreement. A copy of this Agreement shall be available at all reasonable times during normal business hours at the Corporate Trust Office for inspection by any Holder or Beneficial Owner.

     SECTION 1.15 Appointment of Financial Institution as Agent for the Company. The Company may appoint a financial institution (which may be the Collateral Agent) to act as its agent in performing its obligations, and in accepting and enforcing performance of the obligations of the Stock Purchase Contract Agent and the Holders, under this Agreement and the Stock Purchase Contracts, by giving notice of such appointment in the manner provided in Section 1.5. Any such appointment shall be effective only upon the acceptance thereof by such financial institution and shall not relieve the Company in any way from its obligations hereunder.

     SECTION 1.16 No Waiver. No failure on the part of the Company, the Stock Purchase Contract Agent, the Collateral Agent, the Securities Intermediary or any of their respective agents to exercise, and no course of dealing with respect to, and no delay in exercising, any right, power or remedy hereunder shall operate as a waiver thereof; nor shall any single or partial exercise by the Company, the Stock Purchase Contract Agent, the Collateral Agent, the Securities Intermediary or any of their respective agents of any right, power or remedy hereunder preclude any other or further exercise thereof or the exercise of any other right, power or remedy. The remedies herein are cumulative and are not exclusive of any remedies provided by law.

     SECTION 1.17 Unit Debt Securities. Notwithstanding anything herein to the contrary, if any provision hereof refers to the delivery of a Debt Security and such Debt Security constitutes a Unit Debt Security, then such delivery shall be of either (i) a Unit Debt Security or Unit Debt Securities having an aggregate principal amount equal to the principal amount required to be delivered; or (ii) Component Debt Securities, of each tranche constituting the series of such Unit Debt Security, in sufficient respective principal amounts to create a Unit Debt Security having a principal amount equal to the principal amount required to be delivered.

     SECTION 1.18 Force Majeure. The Stock Purchase Contract Agent shall not be responsible or liable for any failure or delay in the performance of its obligations under this Agreement arising out of or caused, directly or indirectly, by circumstances beyond its reasonable control, including, without limitation, acts of God, earthquakes, fires, floods, wars, civil or military disturbances, sabotage, epidemics, riots, interruptions, loss or malfunctions of utilities, computer (hardware or software) or communications service, accidents, labor disputes, acts of civil or military authority, governmental actions or inability to obtain labor, material, equipment or transportation.

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     SECTION 1.19 Waiver of Trial by Jury. Each of the Company, the Stock Purchase Contract Agent and the Holders hereby irrevocably waive, to the fullest extent permitted by applicable law, any and all right to trial by jury in any legal proceeding arising out of or relating to this Agreement or the transactions contemplated hereby.

ARTICLE II
Certificate Forms

     SECTION 2.1 Forms of Certificates Generally. The Certificates (including the form of Stock Purchase Contracts forming part of each Common Equity Units evidenced thereby) shall be in substantially the form set forth in Exhibit A (in the case of Certificates evidencing Normal Common Equity Units) or Exhibit B (in the case of Certificates evidencing Stripped Common Equity Units), with such letters, numbers or other marks of identification or designation and such legends or endorsements printed, lithographed or engraved thereon as may be required by the rules of any securities exchange on which the Common Equity Units are listed or any depositary therefor, or as may, consistently herewith, be determined by the officers of the Company executing such Certificates, as evidenced by their execution of the Certificates.

     The definitive Certificates shall be produced in any manner as determined by the officers of the Company executing the Certificates evidencing the Common Equity Units, consistent with the provisions of this Agreement, as evidenced by their execution thereof.

     SECTION 2.2 Legends.

     (a) Every Global Certificate authenticated, executed on behalf of the Holders and delivered hereunder shall bear a legend in substantially the following form:

THIS CERTIFICATE IS A GLOBAL CERTIFICATE WITHIN THE MEANING OF THE STOCK PURCHASE CONTRACT AGREEMENT HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF CEDE & CO., AS NOMINEE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (THE “DEPOSITARY”), THE DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY. THIS CERTIFICATE IS EXCHANGEABLE FOR CERTIFICATES REGISTERED IN THE NAME OF A PERSON OTHER THAN THE DEPOSITARY OR ITS NOMINEE ONLY IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE STOCK PURCHASE CONTRACT AGREEMENT, AND NO TRANSFER OF THIS CERTIFICATE (OTHER THAN A TRANSFER OF THIS CERTIFICATE AS A WHOLE BY THE DEPOSITARY TO A NOMINEE OF THE DEPOSITARY OR BY A NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY) MAY BE REGISTERED EXCEPT IN LIMITED CIRCUMSTANCES.

UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITARY FOR REGISTRATION

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OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REQUESTED IN THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITARY (AND ANY PAYMENT HEREON IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITARY), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL SINCE THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.

     (b) Each Certificate that constitutes a “restricted security” within the meaning of Rule 144 under the Securities Act shall bear a legend (the “Private Placement Legend”) in substantially the following form:

THE OFFER AND SALE OF THIS SECURITY, AND THE COMMON STOCK ISSUABLE UPON SETTLEMENT OF THE STOCK PURCHASE CONTRACTS FORMING PART OF THIS SECURITY, HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT OR AN EXEMPTION FROM THE REGISTRATION AND PROSPECTUS-DELIVERY REQUIREMENTS OF THE SECURITIES ACT.

     SECTION 2.3 Form of Stock Purchase Contract Agent’s Certificate of Authentication. The form of the Stock Purchase Contract Agent’s certificate of authentication of the Common Equity Units shall be in substantially the form set forth on the form of the applicable Certificates.

ARTICLE III
The Common Equity Units

SECTION 3.1 Amount; Form and Denominations. The aggregate number of Common Equity Units evidenced by Certificates authenticated, executed on behalf of the Holders and delivered hereunder is limited to forty million (40,000,000), except for Certificates authenticated, executed and delivered upon registration of transfer of, in exchange for, or in lieu of, other Certificates pursuant to Section 3.4, Section 3.5, Section 3.9, Section 3.12, Section 3.13, Section 5.7(f), Section 5.8(j) or Section 8.5.

     The Certificates shall be issuable only in registered form and only in denominations of a single Normal Common Equity Unit or Stripped Common Equity Unit and any integral multiple thereof. The Certificates shall not be issued in, or represented by, any Global Certificates except at the sole discretion of the Company.

     The Common Equity Units shall initially be issued in the form of Normal Common Equity Units.

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     SECTION 3.2 Rights and Obligations Evidenced by the Certificates. For so long as a Common Equity Unit constitutes a Normal Common Equity Unit, the related Normal Common Equity Unit Certificate(s) shall evidence the number of Normal Common Equity Units specified therein. The Stock Purchase Contract Agent is hereby authorized, as attorney-in-fact for, and on behalf of, the Holder of each Normal Common Equity Unit, to pledge, pursuant to the Pledge Agreement, with respect to each such Normal Common Equity Unit, such Holder’s interest in the Debt Securities forming a part of such Normal Common Equity Unit, to the Collateral Agent for the benefit of the Company, and to grant to the Collateral Agent, for the benefit of the Company, a security interest in the right, title and interest of such Holder in (i) the one-fortieth (1/40) undivided beneficial interest in the Series C Debt Security having a principal amount of one thousand dollars ($1,000) forming part of such Normal Common Equity Unit to secure the obligation of such Holder under the Series C Stock Purchase Contract forming part of such Normal Common Equity Unit; (ii) the one-fortieth (1/40) undivided beneficial interest in the Series D Debt Security having a principal amount of one thousand dollars ($1,000) forming part of such Normal Common Equity Unit to secure the obligation of such Holder under the Series D Stock Purchase Contract forming part of such Normal Common Equity Unit; and (iii) the one-fortieth (1/40) undivided beneficial interest in the Series E Debt Security having a principal amount of one thousand dollars ($1,000) forming part of such Normal Common Equity Unit to secure the obligation of the Holder under the Series E Stock Purchase Contract forming part of such Normal Common Equity Unit.

     For so long as a Common Equity Unit constitutes a Stripped Common Equity Unit, the related Stripped Common Equity Unit Certificate(s) shall evidence the number of Stripped Common Equity Units specified therein. The Stock Purchase Contract Agent is hereby authorized, as attorney-in-fact for, and on behalf of, the Holder of each Stripped Common Equity Unit, to pledge, pursuant to the Pledge Agreement, with respect to each such Stripped Common Equity Unit, such Holder’s interest in the Treasury Securities forming a part of such Stripped Common Equity Unit, to the Collateral Agent for the benefit of the Company, and to grant to the Collateral Agent, for the benefit of the Company, a security interest in the right, title and interest of such Holder in (i) the one-fortieth (1/40) undivided beneficial interest in the Series C Treasury Security having a principal amount of one thousand dollars ($1,000) forming part of such Stripped Common Equity Unit to secure the obligation of such Holder under the Series C Stock Purchase Contract forming part of such Stripped Common Equity Unit; (ii) the one-fortieth (1/40) undivided beneficial interest in the Series D Treasury Security having a principal amount of one thousand dollars ($1,000) forming part of such Stripped Common Equity Unit to secure the obligation of such Holder under the Series D Stock Purchase Contract forming part of such Stripped Common Equity Unit; and (iii) the one-fortieth (1/40) undivided beneficial interest in the Series E Treasury Security having a principal amount of one thousand dollars ($1,000) forming part of such Stripped Common Equity Unit to secure the obligation of such Holder under the Series E Stock Purchase Contract forming part of such Stripped Common Equity Unit.

     No Stock Purchase Contract shall, prior to the purchase of shares of Common Stock under such Stock Purchase Contract, entitle the Holder of a Common Equity Unit to any of the rights of a holder of shares of Common Stock, including, without limitation, the right to vote or receive any dividends or other payments or to consent to or receive notice as a stockholder in respect of the meetings of stockholders or for the election of directors of the Company or for any other matter, or any other rights whatsoever as a holder of Common Stock of the Company.

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     SECTION 3.3 Execution, Authentication, Delivery and Dating. Subject to the provisions of Section 3.12 and Section 3.13, upon the execution and delivery of this Agreement, and at any time and from time to time thereafter, the Company may deliver Certificates executed by the Company to the Stock Purchase Contract Agent for authentication, execution on behalf of the Holders and delivery, together with an Issuer Order for authentication of such Certificates, and the Stock Purchase Contract Agent shall, in accordance with such written order, authenticate, execute on behalf of the Holders and deliver such Certificates.

     The Certificates shall be executed on behalf of the Company by its Chairman of the Board of Directors, its Chief Executive Officer, its President, its Chief Financial Officer, its Treasurer or one of its Vice Presidents. The signature of any of these officers on the Certificates may be manual or facsimile.

     Certificates bearing the manual or facsimile signatures of individuals who were, at the time such signature was affixed thereto, the proper officers of the Company shall bind the Company, notwithstanding that such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of such Certificates or did not hold such offices at the date of such Certificates.

     No Stock Purchase Contract evidenced by a Certificate shall be valid until such Certificate has been executed on behalf of the Holder by the manual signature of an authorized officer of the Stock Purchase Contract Agent, as such Holder’s attorney-in-fact. Such signature by an authorized officer of the Stock Purchase Contract Agent shall be conclusive evidence that the Holder of such Certificate has entered into the Stock Purchase Contracts evidenced by such Certificate.

     Each Certificate shall be dated the date of its authentication.

     No Certificate shall be entitled to any benefit under this Agreement or be valid or obligatory for any purpose unless there appears on such Certificate a certificate of authentication substantially in the form provided for herein executed by an authorized officer of the Stock Purchase Contract Agent by manual signature, and such certificate of authentication upon any Certificate shall be conclusive evidence, and the only evidence, that such Certificate has been duly authenticated and delivered hereunder.

     SECTION 3.4 Temporary Certificates. Pending the preparation of definitive Certificates, the Company shall execute and deliver to the Stock Purchase Contract Agent, and the Stock Purchase Contract Agent shall authenticate, execute on behalf of the Holders, and deliver, in lieu of such definitive Certificates, temporary Certificates that are in substantially the form set forth in Exhibit A or Exhibit B, as applicable, with such letters, numbers or other marks of identification or designation and such legends or endorsements printed, lithographed or engraved thereon as may be required by the rules of any securities exchange on which the Normal Common Equity Units or Stripped Common Equity Units, as applicable, may be listed, or as may, consistently herewith, be determined by the officers of the Company executing such Certificates, as evidenced by their execution of the Certificates.

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     If temporary Certificates are issued, the Company will cause definitive Certificates to be prepared without unreasonable delay. After the preparation of definitive Certificates, the temporary Certificates shall be exchangeable for definitive Certificates upon surrender of the temporary Certificates at the Corporate Trust Office, at the expense of the Company and without charge to the Holder. Upon surrender for cancellation of any one or more temporary Certificates, the Company shall execute and deliver to the Stock Purchase Contract Agent, and the Stock Purchase Contract Agent shall authenticate, execute on behalf of the Holder, and deliver in exchange therefor, one or more definitive Certificates of like tenor and denominations and evidencing a like number of Common Equity Units as the temporary Certificate or Certificates so surrendered. Until so exchanged, the temporary Certificates shall in all respects evidence the same benefits and the same obligations with respect to the Common Equity Units evidenced thereby as definitive Certificates.

     SECTION 3.5 Registration; Registration of Transfer and Exchange. The Stock Purchase Contract Agent shall keep at the Corporate Trust Office a register (the “Security Register”) in which, subject to such reasonable regulations as it may prescribe, the Stock Purchase Contract Agent shall provide for the registration and transfers of Certificates (the Stock Purchase Contract Agent, in such capacity, the “Security Registrar”). The Security Registrar shall record separately the registration and transfer of the Certificates evidencing Normal Common Equity Units and Stripped Common Equity Units.

     Upon surrender for registration of transfer of any Certificate at the Corporate Trust Office, the Company shall execute and deliver to the Stock Purchase Contract Agent, and the Stock Purchase Contract Agent shall authenticate, execute on behalf of the designated transferee or transferees, and deliver, in the name of the designated transferee or transferees, one or more new Certificates of any authorized denominations, of like tenor, and evidencing a like number of Normal Common Equity Units or Stripped Common Equity Units, as the case may be; provided, however, that (i) Certificates so executed, authenticated and delivered upon a transfer of any interest in a Certificate bearing the Private Placement Legend shall also bear the Private Placement Legend unless there is delivered to the Stock Purchase Contract Agent and the Company an opinion of counsel reasonably satisfactory to the Company and addressed to the Company to the effect, or other reasonable proof, that such Private Placement Legend need not be applied to such Certificates; and (ii) the Stock Purchase Contract Agent and the Company may refuse to effect any transfer of an interest in a Certificate unless there is delivered to the Stock Purchase Contract Agent and the Company an opinion of counsel reasonably satisfactory to the Company and addressed to the Company to the effect, or other reasonable proof, that such transfer complies with the registration and prospectus-delivery requirements of the Securities Act or is exempt from such requirements.

     At the option of the Holder, Certificates evidencing Normal Common Equity Units or Stripped Common Equity Units may be exchanged for other Certificates, of any authorized denominations and evidencing a like number of Normal Common Equity Units or Stripped Common Equity Units, respectively, upon surrender of the Certificates to be exchanged at the Corporate Trust Office. Whenever any Certificates are so surrendered for exchange, the Company shall execute and deliver to the Stock Purchase Contract Agent, and the Stock Purchase Contract Agent shall authenticate, execute on behalf of the Holder, and deliver the Certificates that the Holder making the exchange is entitled to receive; provided, however, that if

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the Certificate to be exchanged (including any Certificate to be exchanged pursuant to a Collateral Substitution pursuant to Section 3.12 or Section 3.13) bears the Private Placement Legend, then the Certificate(s) so authenticated, executed and delivered in exchange therefor shall also bear the Private Placement Legend unless there is delivered to the Stock Purchase Contract Agent and the Company an opinion of counsel reasonably satisfactory to the Company and addressed to the Company to the effect, or other reasonable proof, that such Private Placement Legend need not be applied to such Certificate(s).

     All Certificates issued upon any registration of transfer or exchange of a Certificate shall evidence the ownership of the same number of Normal Common Equity Units or Stripped Common Equity Units, as the case may be, and be entitled to the same benefits and subject to the same obligations under this Agreement as, the Normal Common Equity Units or Stripped Common Equity Units, as applicable, evidenced by the Certificate surrendered upon such registration of transfer or exchange.

     Every Certificate presented or surrendered for registration of transfer or exchange shall (if so required by the Security Registrar) be duly endorsed, or be accompanied by a written instrument of transfer in form satisfactory to the Company and the Stock Purchase Contract Agent duly executed, by the Holder thereof or its attorney duly authorized in writing.

     No service charge shall be made for any registration of transfer or exchange of a Certificate, but the Company and the Security Registrar may require payment from the Holder of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any registration of transfer or exchange of Certificates, other than any exchanges not involving any transfer to a Person other than the Holder.

     Notwithstanding the foregoing, the Company shall not be obligated to execute and deliver to the Stock Purchase Contract Agent, and the Stock Purchase Contract Agent shall not be obligated to authenticate, execute on behalf of the Holder and deliver any Certificate in exchange for any other Certificate presented or surrendered for registration of transfer or for exchange on or after the Business Day immediately preceding the earliest to occur of any Early Settlement Date with respect to the Common Equity Units evidenced by such Certificate, any Cash Merger Early Settlement Date with respect to the Common Equity Units evidenced by such Certificate, the Third Stock Purchase Date or the Termination Date. In lieu of delivery of a new Certificate, upon satisfaction of the applicable conditions specified above in this Section and receipt of appropriate registration or transfer instructions from such Holder, the Stock Purchase Contract Agent shall:

     (i) if the Third Stock Purchase Date (including upon any Cash Settlement) or an Early Settlement Date or a Cash Merger Early Settlement Date with respect to the Certificate surrendered for exchange or transfer has occurred, deliver to such Holder the shares of Common Stock issuable in respect of the Stock Purchase Contracts forming a part of the Common Equity Units evidenced by such Certificate;

     (ii) if a Termination Event shall have occurred prior to the First Stock Purchase Date, transfer the Series C Debt Securities or the Treasury Securities pledged in lieu thereof, as the case may be, evidenced by the Certificate surrendered for exchange or

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transfer, to such Holder, in each case subject to the applicable conditions and in accordance with the applicable provisions of Section 3.14 and Article V;

     (iii) if a Termination Event shall have occurred prior to the Second Stock Purchase Date, transfer the Series D Debt Securities or the Treasury Securities pledged in lieu thereof, as the case may be, evidenced by the Certificate surrendered for exchange or

transfer, to such Holder, in each case subject to the applicable conditions and in accordance with the applicable provisions of Section 3.14 and Article V; or

     (iv) if a Termination Event shall have occurred prior to the Third Stock Purchase Date, transfer the Series E Debt Securities or the Treasury Securities pledged in lieu thereof, as the case may be, evidenced by the Certificate surrendered for exchange or transfer, to such Holder, in each case subject to the applicable conditions and in accordance with the applicable provisions of Section 3.14 and Article V.

     Notwithstanding anything herein to the contrary, but subject to Section 7.4, the transfer, by the Initial Holder of any interest in a Common Equity Unit shall be subject to the provisions of the Investor Rights Agreement.

     The Security Registrar may seek written confirmation pursuant to Section 7.3(c) that the transfer of any Common Equity Unit is permitted hereunder, under the Investor Rights Agreement and under applicable law, prior to the registration of such transfer.

     To facilitate the transfer, exchange or substitution of any Debt Securities, the Company shall provide the registrar for such Debt Securities a sufficient supply of securities for purposes of transfer, exchange and substitution and shall cause such registrar to coordinate and cooperate with the Stock Purchase Contract Agent, the Collateral Agent and the Securities Intermediary to effect such transfer, exchange or substitution. The Stock Purchase Contract Agent, the Securities Intermediary and the Collateral Agent, as such, shall have no responsibility for any delay by such registrar to provide securities to effect any such transfer, exchange or substitution.

     The Stock Purchase Contract Agent shall have no obligation or duty to monitor, determine or inquire as to compliance with any restrictions on transfer imposed under this Agreement or under applicable law with respect to any transfer of any interest in any Global Certificate or Certificate (including any transfers between or among Depositary Participants, members or Beneficial Owners of any Global Certificate) other than to require delivery of such certificates and other documentation or evidence as are expressly required by, and to do so if and when expressly required by, this Agreement, and to examine the same to determine substantial compliance as to form with the express requirements hereof.

     SECTION 3.6 Book-Entry Interests. Notwithstanding anything herein to the contrary, (i) the provisions of this Section 3.6 shall apply if, and only if, the Company elects, in its sole and absolute discretion, to issue the Certificates in the form of one or more fully registered Global Certificates; and (ii) the Certificates will not initially be issued in the form of Global Certificates.

     The Certificates to be issued in the form of one or more fully registered Global Certificates shall be delivered to the Depositary or its custodian by, or on behalf of, the Company. The Company hereby designates DTC as the initial Depositary. Such Global

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Certificates shall initially be registered on the books of the Security Registrar in the name of Cede & Co., the nominee of the Depositary, and no Beneficial Owner will receive a definitive Certificate representing such Beneficial Owner’s interest in such Global Certificate, except as provided in Section 3.8. The Stock Purchase Contract Agent shall enter into an agreement with the Depositary if so requested by the Company. Unless and until definitive, fully registered Certificates have been issued to Beneficial Owners pursuant to Section 3.8:

     (i) the provisions of this Section 3.6 shall be in full force and effect;

     (ii) the Company, the Stock Purchase Contract Agent and the Security Registrar shall be entitled to deal with the Depositary for all purposes of this Agreement (including, without limitation, making Contract Payments and receiving approvals, votes or consents hereunder) as the Holder of the Common Equity Units and the sole holder of the Global Certificates and shall have no obligation to the Beneficial Owners; provided that any Beneficial Owner may directly enforce against the Company, without the involvement of the Depositary or any other Person, its right to receive definitive Certificates pursuant to Section 3.8;

     (iii) subject to the first paragraph of this Section 3.6, to the extent that the provisions of this Section 3.6 conflict with any other provisions of this Agreement, the provisions of this Section 3.6 shall control; and

     (iv) the rights of the Beneficial Owners shall be exercised only through the Depositary and shall be limited to those established by law and agreements between such Beneficial Owners and the Depositary or the Depositary Participants; provided that any Beneficial Owner may directly enforce against the Company, without the involvement of the Depositary or any other Person, its right to receive definitive Certificates pursuant to Section 3.8.

     Transfers of Common Equity Units evidenced by Global Certificates shall be made through the facilities of the Depositary, and any cancellation of, or increase or decrease in the number of, such Common Equity Units (including the creation of Stripped Common Equity Units and the recreation of Normal Common Equity Units pursuant to Section 3.12 and Section 3.13, respectively) shall be accomplished by making appropriate annotations on the Schedule of Increases and Decreases for such Global Certificate.

     The Stock Purchase Contract Agent shall have no responsibility or obligation to any Beneficial Owner of a Global Certificate, any Depositary Participant or other Person with respect to the accuracy of the records of the Depositary or its nominee or of any Depositary Participant or member thereof, with respect to any ownership interest in any Global Certificate or with respect to the delivery to any Depositary Participant, member, Beneficial Owner or other Person (other than the Depositary) of any notice or the payment of any amount, under or with respect to any Global Certificate. All notices and communications to be given to the Holders, and all payments to be made to Holders, of any Global Certificate shall be given or made only to or upon the order of the Depositary or its nominee. The rights of Beneficial Owners in any Global Certificate shall be exercised only through the Depositary subject to the applicable rules and procedures of the Depositary, subject to clauses (i) and (iv) of this Section 3.6. The Stock

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Purchase Contract Agent may rely conclusively, and shall be fully protected in relying, upon information furnished by the Depositary with respect to its members, Depositary Participants and any Beneficial Owners.

     SECTION 3.7 Appointment of Successor Depositary. If the Common Equity Units are represented in the form of one or more fully registered Global Certificates and an event set forth in Section 3.8(ii)(1) or Section 3.8(ii)(2) occurs, then the Company may, in its sole discretion, appoint a successor Depositary with respect to the Common Equity Units.

     SECTION 3.8 Definitive Certificates. If:

     (i) the Common Equity Units are represented by one or more fully registered Global Certificates; and

     (ii) either:

     (1) the Depositary notifies the Company that it is unwilling or unable to continue to act as Depositary with respect to the Common Equity Units and no successor Depositary has been appointed pursuant to Section 3.7 within ninety (90) days after such notice; or

     (2) the Depositary ceases to be a “clearing agency” registered under Section 17A of the Exchange Act when the Depositary is required to be so registered to act as the Depositary and so notifies the Company, and no successor Depositary has been appointed pursuant to Section 3.7 within ninety (90) days after such notice; or

     (3) any default has occurred and is continuing under this Agreement or the Debt Security Indenture establishing any series of Debt Securities; or

     (4) a Beneficial Owner provides to the Company and the Stock Purchase Contract Agent a written request, upon sixty (60) days prior notice, that such Beneficial Owner’s interest in the Common Equity Units represented by a Global Certificate is to be exchanged for an equivalent interest in the Common Equity Units represented by definitive Certificate,

then (x) definitive Certificates may be prepared by the Company with respect to such Common Equity Units and delivered to the Stock Purchase Contract Agent and (y) upon surrender of the Global Certificates representing the Common Equity Units by the Depositary, accompanied by registration instructions, the Company shall cause definitive Certificates to be delivered to Beneficial Owners in accordance with the instructions of the Depositary. The Company and the Stock Purchase Contract Agent shall not be liable for any delay in delivery of such instructions and may conclusively rely on, and shall be authorized and protected in relying on, such instructions. Each definitive Certificate so delivered shall evidence Common Equity Units of the same kind and tenor as the Global Certificate so surrendered in respect thereof.

     SECTION 3.9 Mutilated, Destroyed, Lost and Stolen Certificates. If any mutilated Certificate is surrendered to the Stock Purchase Contract Agent, the Company shall execute and

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deliver to the Stock Purchase Contract Agent, and the Stock Purchase Contract Agent shall authenticate, execute on behalf of the Holder, and deliver in exchange therefor, a new Certificate, evidencing the same number of Normal Common Equity Units or Stripped Common Equity Units, as the case may be, and bearing a Certificate number not contemporaneously outstanding.

     If there shall be delivered to the Company and the Stock Purchase Contract Agent (i) evidence to their satisfaction of the destruction, loss or theft of any Certificate, and (ii) such security or indemnity as may be required by them to hold each of them and any agent of any of them harmless, then, in the absence of notice to the Company or the Stock Purchase Contract Agent that such Certificate has been acquired by a protected purchaser (within the meaning of the Uniform Commercial Code as in effect in the State of New York), the Company shall execute and deliver to the Stock Purchase Contract Agent, and the Stock Purchase Contract Agent shall authenticate, execute on behalf of the Holder, and deliver to the Holder, in lieu of any such destroyed, lost or stolen Certificate, a new Certificate, evidencing the same number of Normal Common Equity Units or Stripped Common Equity Units, as the case may be, and bearing a Certificate number not contemporaneously outstanding.

     Notwithstanding the foregoing, the Company shall not be obligated to execute and deliver to the Stock Purchase Contract Agent, and the Stock Purchase Contract Agent shall not be obligated to authenticate, execute on behalf of the Holder, and deliver to the Holder, a Certificate on or after the Business Day immediately preceding the earliest of any Early Settlement Date with respect to such lost, stolen, destroyed or mutilated Certificate, any Cash Merger Early Settlement Date with respect to such lost, stolen, destroyed or mutilated Certificate, the Third Stock Purchase Date, or the Termination Date. In lieu of delivery of a new Certificate, upon satisfaction of the applicable conditions specified above in this Section and receipt of appropriate registration or transfer instructions from such Holder, the Stock Purchase Contract Agent shall:

     (i) if the Third Stock Purchase Date (including upon any Cash Settlement) or an Early Settlement Date or a Cash Merger Early Settlement Date with respect to such lost, stolen, destroyed or mutilated Certificate has occurred, deliver to such Holder the shares of Common Stock issuable in respect of the Stock Purchase Contracts forming a part of the Common Equity Units evidenced by such Certificate;

     (ii) if a Termination Event shall have occurred prior to the First Stock Purchase Date, transfer the Series C Debt Securities or the Treasury Securities pledged in lieu thereof, as the case may be, evidenced by such lost, stolen, destroyed or mutilated Certificate, to such Holder, in each case subject to the applicable conditions and in accordance with the applicable provisions of Section 3.14 and Article V;

     (iii) if a Termination Event shall have occurred prior to the Second Stock Purchase Date, transfer the Series D Debt Securities or the Treasury Securities pledged in lieu thereof, as the case may be, evidenced by such lost, stolen, destroyed or mutilated Certificate, to such Holder, in each case subject to the applicable conditions and in accordance with the applicable provisions of Section 3.14 and Article V; or

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     (iv) if a Termination Event shall have occurred prior to the Third Stock Purchase Date, transfer the Series E Debt Securities or the Treasury Securities pledged in lieu thereof, as the case may be, evidenced by such lost, stolen, destroyed or mutilated Certificate, to such Holder, in each case subject to the applicable conditions and in accordance with the applicable provisions of Section 3.14 and Article V.

     Upon the issuance of any new Certificate under this Section, the Company and the Stock Purchase Contract Agent may require the payment by the Holder of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation thereto and any other fees and expenses (including, without limitation, the fees and expenses of the Stock Purchase Contract Agent) connected therewith.

     Every new Certificate issued pursuant to this Section in lieu of any mutilated, destroyed, lost or stolen Certificate shall constitute an original additional contractual obligation of the Company and of the Holder in respect of the Common Equity Units evidenced thereby, whether or not the destroyed, lost or stolen Certificate (and the Common Equity Units evidenced thereby) shall be at any time enforceable by anyone, and shall be entitled to all the benefits and be subject to all the obligations of this Agreement equally and proportionately with any and all other Certificates delivered hereunder.

     The provisions of this Section are exclusive and shall preclude, to the extent lawful, all other rights and remedies with respect to the replacement or payment of mutilated, destroyed, lost or stolen Certificates.

     SECTION 3.10 Persons Deemed Owners. Prior to due presentment of a Certificate for registration of transfer, the Company, the Security Registrar and the Stock Purchase Contract Agent, and any agent of the Company, the Security Registrar or the Stock Purchase Contract Agent, may treat the Person in whose name such Certificate is registered as the owner of the Common Equity Units evidenced thereby for purposes of (subject to any applicable record date) any payment on the Debt Securities, any payment of Contract Payments and any performance of the Stock Purchase Contracts and for all other purposes whatsoever in connection with such Common Equity Units, whether or not such payment or performance shall be overdue and notwithstanding any notice to the contrary; and none of the Company, the Security Registrar or the Stock Purchase Contract Agent, nor any agent of the Company, the Security Registrar or the Stock Purchase Contract Agent, shall be affected by notice to the contrary.

     Notwithstanding the foregoing paragraph, with respect to any Global Certificate, nothing contained herein shall prevent the Company, the Security Registrar, the Stock Purchase Contract Agent or any agent of the Company, the Security Registrar or the Stock Purchase Contract Agent from giving effect to any written certification, proxy or other authorization furnished by the Depositary (or its nominee), as a Holder, with respect to such Global Certificate, or impair, as between such Depositary and the related Beneficial Owner, the operation of customary practices governing the exercise of rights of the Depositary (or its nominee) as Holder of such Global Certificate. None of the Company, the Security Registrar, the Stock Purchase Contract Agent or any agent of the Company, the Security Registrar or the Stock Purchase Contract Agent will have any responsibility or liability for any aspect of the records relating to or payments made on

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     account of beneficial ownership interests of a Global Certificate or maintaining, supervising or reviewing any records relating to such beneficial ownership interests.

     SECTION 3.11 Cancellation. All Certificates surrendered for delivery of shares of Common Stock on or after the Third Stock Purchase Date, all Certificates surrendered for delivery of Debt Securities or Treasury Securities, as the case may be, after the occurrence of a Termination Event, all Certificates surrendered pursuant to a Cash Settlement, an Early Settlement or a Cash Merger Early Settlement, and all Certificates surrendered for the registration of transfer or exchange of a Common Equity Unit, or for a Collateral Substitution, shall, if surrendered to any Person other than the Stock Purchase Contract Agent, be delivered to the Stock Purchase Contract Agent along with appropriate written instructions from the Company regarding the cancellation thereof and, if not already cancelled, shall be promptly cancelled by the Stock Purchase Contract Agent. The Company may at any time deliver to the Stock Purchase Contract Agent for cancellation any Certificates previously authenticated, executed and delivered hereunder that the Company may have acquired in any manner whatsoever, and all Certificates so delivered shall, upon an Issuer Order, be promptly cancelled by the Stock Purchase Contract Agent. No Certificates shall be authenticated, executed on behalf of the Holder and delivered in lieu of or in exchange for any Certificates cancelled as provided in this Section, except as expressly permitted by this Agreement. All cancelled Certificates held by the Stock Purchase Contract Agent shall be disposed of in accordance with its customary practices.

     If the Company or any Affiliate of the Company shall acquire any Certificate, such acquisition shall not operate as a cancellation of such Certificate unless and until such Certificate is delivered to the Stock Purchase Contract Agent for cancellation.

     SECTION 3.12 Creation of Stripped Common Equity Units by Substitution of Treasury Securities. Subject to the conditions set forth in this Agreement, a Holder of Normal Common Equity Units may, at any time from and after the date of this Agreement (but not during the period that begins at 5:00 p.m. (New York City time) on the tenth (10th) Business Day immediately preceding any scheduled Stock Purchase Date and ends at 5:00 p.m. (New York City time) on such scheduled Stock Purchase Date), exchange such Normal Common Equity Units for Stripped Common Equity Units and Debt Securities; provided that Holders may make such exchange only in integral multiples of eighty (80) Normal Common Equity Units. To effect such exchange, the Holder must, for each eighty (80) Normal Common Equity Units to be exchanged, perform each of the following:

     (i) if such exchange is made prior to the First Stock Purchase Date, deposit with the Collateral Agent two (2) Series C Treasury Securities, each having a principal amount of one thousand dollars ($1,000);

     (ii) if such exchange is made prior to the Second Stock Purchase Date, deposit with the Collateral Agent two (2) Series D Treasury Securities, each having a principal amount of one thousand dollars ($1,000);

     (iii) deposit with the Collateral Agent two (2) Series E Treasury Securities, each having a principal amount of one thousand dollars ($1,000); and

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     (iv) transfer eighty (80) Normal Common Equity Units to the Stock Purchase Contract Agent accompanied by a notice to the Stock Purchase Contract Agent, substantially in the form of Exhibit C, (i) stating that the Holder has deposited the relevant amount of Treasury Securities with the Securities Intermediary for credit to the Collateral Account; and (ii) instructing the Stock Purchase Contract Agent to instruct the Collateral Agent to release the Pledged Debt Securities forming part of such Normal Common Equity Units, whereupon the Stock Purchase Contract Agent shall promptly provide an instruction to such effect to the Collateral Agent, substantially in the form of Exhibit A to the Pledge Agreement.

     Notwithstanding anything herein to the contrary, no such exchange shall be made at any time when there does not exist an unmatured Treasury Security that would be required, pursuant to clause (i), (ii) or (iii) above, to be delivered to effect such exchange. Upon receipt of the Treasury Securities described in clauses (i), (ii) and (iii) above and the instruction described in clause (iv) above, the Collateral Agent shall, in accordance with the terms of the Pledge Agreement, cause the Securities Intermediary to effect the release of such Pledged Debt Securities from the Pledge and the transfer of such Debt Securities to the Stock Purchase Contract Agent on behalf of the Holder free and clear of the Company’s security interest therein. Upon receipt of such Debt Securities, the Stock Purchase Contract Agent shall promptly:

     (i) cancel the related Normal Common Equity Units;

     (ii) transfer such Debt Securities to such Holder (such Debt Securities shall be tradeable as a separate security, independent of the resulting Stripped Common Equity Units); and

     (iii) authenticate, execute on behalf of such Holder and deliver Stripped Common Equity Unit Certificates executed by the Company in accordance with Section 3.3 evidencing (A) the same number of Stock Purchase Contracts as were evidenced by the cancelled Normal Common Equity Units; and (B) the Pledged Treasury Securities substituted for such Debt Securities.

     Holders who elect to exchange Normal Common Equity Units for Stripped Common Equity Units and Debt Securities in accordance with this Section 3.12 shall be responsible for any fees or expenses (including, without limitation, fees and expenses payable to the Collateral Agent for its services as Collateral Agent) in respect of such exchange, and neither the Company nor the Stock Purchase Contract Agent shall be responsible for any such fees or expenses.

     In the event a Holder making a Collateral Substitution pursuant to this Section 3.12 fails to transfer the Normal Common Equity Units to the Stock Purchase Contract Agent after depositing Treasury Securities with the Securities Intermediary, any payments on the Debt Securities constituting a part of such Normal Common Equity Units shall be held in the name of the Stock Purchase Contract Agent or its nominee in trust for the benefit of such Holder, until such Normal Common Equity Units are so transferred, or until such Holder provides evidence satisfactory to the Company and the Stock Purchase Contract Agent that the applicable Normal Common Equity Unit Certificate has been destroyed, lost or stolen, together with any indemnity that may be required by the Stock Purchase Contract Agent and the Company.

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     Except as set forth in Section 5.2 or in this Section 3.12 or in connection with a Cash Settlement, an Early Settlement, a Cash Merger Early Settlement or a Termination Event, or in order to sell any Pledged Debt Securities to the Company pursuant to the due exercise of the related Put Right, for so long as the Stock Purchase Contracts underlying a Normal Common Equity Unit remain in effect, such Normal Common Equity Unit shall not be separable into its constituent parts, and the rights and obligations of the Holder in respect of the Pledged Debt Securities and Stock Purchase Contracts comprising such Normal Common Equity Unit may be acquired, and may be transferred and exchanged, only as a Normal Common Equity Unit.

     Notwithstanding anything herein to the contrary, if any Treasury Security forming part of a Stripped Common Equity Unit matures prior to the applicable Stock Purchase Date, then (i) the proceeds thereof at such maturity shall be invested at the sole direction of the Company; and (ii) for all purposes under this Agreement (other than for purposes of the first sentence of the second paragraph of this Section 3.12 and for purposes of the second proviso to the first sentence of Section 3.13), such Treasury Security shall be deemed to have matured on the applicable Stock Purchase Date. Notwithstanding anything herein to the contrary, in no event may a Collateral Substitution be made pursuant to Section 3.12 or Section 3.13 from the time any Remarketing has priced to, and including, the Stock Purchase Date relating to such Remarketing.

     SECTION 3.13 Recreation of Normal Common Equity Units. Subject to the conditions set forth in this Agreement, a Holder of Stripped Common Equity Units may, at any time from and after the date of this Agreement (but not during the period that begins at 5:00 p.m. (New York City time) on the tenth (10th) Business Day immediately preceding any scheduled Stock Purchase Date and ends at 5:00 p.m. (New York City time) on such scheduled Stock Purchase Date), exchange such Stripped Common Equity Units for Normal Common Equity Units and Treasury Securities; provided, however, that Holders may make such exchange only in integral multiples of eighty (80) Stripped Common Equity Units; provided further, that in no event shall such exchange be permitted at any time after any Treasury Security forming part of such Stripped Common Equity Units has matured. To effect such exchange, if permitted hereunder, the Holder must, for each eighty (80) Stripped Common Equity Units to be exchanged, perform each of the following:

     (i) if such exchange is made prior to the First Stock Purchase Date, deposit with the Collateral Agent two (2) Series C Debt Securities, each having an aggregate principal amount of one thousand dollars ($1,000);

     (ii) if such exchange is made prior to the Second Stock Purchase Date, deposit with the Collateral Agent two (2) Series D Debt Securities, each having an aggregate principal amount of one thousand dollars ($1,000);

     (iii) deposit with the Collateral Agent two (2) Series E Debt Securities, each having an aggregate principal amount of one thousand dollars ($1,000); and

     (iv) transfer eighty (80) Stripped Common Equity Units to the Stock Purchase Contract Agent accompanied by a notice to the Stock Purchase Contract Agent, substantially in the form of Exhibit C, (i) stating that the Holder has deposited the relevant amount of Debt Securities with the Securities Intermediary for credit to the

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Collateral Account; and (ii) instructing the Stock Purchase Contract Agent to instruct the Collateral Agent to release the Pledged Treasury Securities forming part of such Stripped Common Equity Units, whereupon the Stock Purchase Contract Agent shall promptly provide an instruction to such effect to the Collateral Agent, substantially in the form of Exhibit C to the Pledge Agreement.

     Upon receipt of the Debt Securities described in clauses (i), (ii) and (iii) above and the instruction described in clause (iv) above, the Collateral Agent shall, in accordance with the terms of the Pledge Agreement, cause the Securities Intermediary to effect the release of such Pledged Treasury Securities and the transfer of such Pledged Treasury Securities to the Stock Purchase Contract Agent on behalf of the Holder free and clear of the Company’s security interest therein. Upon receipt of such Treasury Securities, the Stock Purchase Contract Agent shall promptly:

     (i) cancel the related Stripped Common Equity Units;

     (ii) transfer such Treasury Securities to such Holder (such Treasury Securities shall be tradable as a separate security, independent of the resulting Normal Common Equity Units); and

     (iii) authenticate, execute on behalf of such Holder and deliver Normal Common Equity Unit Certificates executed by the Company in accordance with Section 3.3 evidencing (A) the same number of Stock Purchase Contracts as were evidenced by the cancelled Stripped Common Equity Units; and (B) the Debt Securities substituted for such Treasury Securities.

     Holders who elect to exchange Stripped Common Equity Units for Normal Common Equity Units and Treasury Securities in accordance with this Section 3.13 shall be responsible for any fees or expenses (including, without limitation, fees and expenses payable to the Collateral Agent for its services as Collateral Agent) in respect of such exchange, and neither the Company nor the Stock Purchase Contract Agent shall be responsible for any such fees or expenses.

     Except as provided in Section 5.2 or in this Section 3.13 or in connection with a Cash Settlement, an Early Settlement, a Cash Merger Early Settlement or a Termination Event, for so long as the Stock Purchase Contracts underlying a Stripped Common Equity Unit remain in effect, such Stripped Common Equity Unit shall not be separable into its constituent parts, and the rights and obligations of the Holder in respect of the Pledged Treasury Securities and the Stock Purchase Contracts comprising such Stripped Common Equity Unit may be acquired, and may be transferred and exchanged, only as a Stripped Common Equity Unit.

     SECTION 3.14 Transfer of Collateral upon Occurrence of Termination Event. Upon the occurrence of a Termination Event and the transfer to the Stock Purchase Contract Agent of the Debt Securities (or, if such Termination Event occurs after a Remarketing Settlement Date and before the related Stock Purchase Date, the Proceeds of such Debt Securities) or Treasury Securities, as applicable, underlying the Common Equity Units pursuant to the terms of the Pledge Agreement, the Stock Purchase Contract Agent shall request transfer

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instructions with respect to such Debt Securities, Proceeds or Treasury Securities, as applicable, from each Holder by written request, substantially in the form of Exhibit D, mailed to such Holder at its address as it appears in the Security Register.

     Upon transfer of the Common Equity Units to the Stock Purchase Contract Agent with such transfer instructions, the Stock Purchase Contract Agent shall transfer such Debt Securities, Proceeds or Treasury Securities, as applicable, to such Holder in accordance with such instructions. In the event a Holder of Common Equity Units fails to effect such transfer or delivery, such Debt Securities, Proceeds or Treasury Securities, as applicable, and any distributions or payments thereon, shall be held in the name of the Stock Purchase Contract Agent or its nominee in trust for the benefit of such Holder, until the earlier to occur of:

     (i) the transfer of such Common Equity Units to the Stock Purchase Contract Agent, or the receipt by the Company and the Stock Purchase Contract Agent from such Holder of satisfactory evidence that the related Certificate has been destroyed, lost or stolen, together with any indemnity that may be required by the Stock Purchase Contract Agent and the Company; and

     (ii) the expiration of the time period specified in the abandoned property laws of the relevant State in which the Stock Purchase Contract Agent holds such property.

     SECTION 3.15 No Consent to Assumption. Each Holder of a Common Equity Unit, by acceptance thereof, shall be deemed expressly to have withheld any consent to the assumption (i.e., affirmance) under Section 365 of the Bankruptcy Code or otherwise, of the Stock Purchase Contracts by the Company or its trustee, receiver, liquidator or a person or entity performing similar functions in the event that the Company becomes the debtor under the Bankruptcy Code or subject to other similar state or Federal law providing for reorganization or liquidation.

ARTICLE IV
The Debt Securities

     SECTION 4.1 Payments on Debt Securities. Any payment on any Debt Security which is paid on any Payment Date shall, subject to receipt thereof by the Stock Purchase Contract Agent from the Company (in the case of a Debt Security that is held in the name of the Stock Purchase Contract Agent) or from the Collateral Agent as provided by the terms of the Pledge Agreement (in the case of a Debt Security that is held in the name of the Collateral Agent), be paid by the Stock Purchase Contract Agent to the Person in whose name the Normal Common Equity Unit Certificate (or one or more Predecessor Normal Common Equity Unit Certificates) of which such Debt Security forms a part is registered at the close of business on the Record Date for such Payment Date.

     Each Normal Common Equity Unit Certificate that evidences the ownership interest in the Debt Securities forming a part thereof and that is delivered under this Agreement upon registration of transfer of or in exchange for or in lieu of any other Normal Common Equity Unit Certificate shall carry the right to accrued and unpaid interest carried by the Debt Securities forming part of such other Normal Common Equity Unit Certificate.

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     If:

     (i) there is effected, with respect to a Normal Common Equity Unit, either (A) a Cash Settlement of the Stock Purchase Contracts forming a part thereof; (B) an Early Settlement of the Stock Purchase Contracts forming a part thereof; (C) a Cash Merger Early Settlement of the Stock Purchase Contracts forming a part thereof; (D) a Collateral Substitution; or (E) a Successful Remarketing with respect to, or the exercise of the Put Right relating to, the Debt Securities forming a part thereof; and

     (ii) the related Stock Purchase Date (in the case of a Cash Settlement, a Successful Remarketing or the exercise of the Put Right), Early Settlement Date, Cash Merger Early Settlement Date, or date on which such Collateral Substitution is effected is on a date that is after any Record Date and on or prior to the next succeeding Payment Date,

then interest, if any, on the Debt Securities forming part of such Normal Common Equity Units otherwise payable on such Payment Date shall be payable on such Payment Date notwithstanding such Cash Settlement, Early Settlement, Cash Merger Early Settlement, Collateral Substitution, Successful Remarketing or exercise of such Put Right, and such interest shall, subject to receipt thereof by the Stock Purchase Contract Agent, be payable to the Person in whose name the Normal Common Equity Unit Certificate (or one or more Predecessor Normal Common Equity Unit Certificates) was registered at the close of business on such Record Date.

     Except as otherwise expressly provided in the immediately preceding paragraph or in the proviso to this sentence, in the case of any Normal Common Equity Units with respect to which Cash Settlement, Early Settlement or Cash Merger Early Settlement of the Stock Purchase Contracts forming a part thereof is properly effected, or with respect to which a Collateral Substitution has been effected, or with respect to which there is effected a Successful Remarketing of, or the exercise of the Put Right relating to, the Debt Securities forming part of such Normal Common Equity Units, payments on the related Debt Securities that would otherwise be payable or made after the First Stock Purchase Date (for the Series C Debt Securities), the Second Stock Purchase Date (for the Series D Debt Securities), the Third Stock Purchase Date (for the Series E Debt Securities), the Early Settlement Date, the Cash Merger Early Settlement Date, or the date of the Collateral Substitution, as the case may be, shall not be payable hereunder to the Holder of such Normal Common Equity Units; provided, however, that to the extent that such Holder continues to hold Separate Debt Securities that formerly comprised a part of such Holder’s Normal Common Equity Units, such Holder shall be entitled to receive payments on such Separate Debt Securities.

     SECTION 4.2 Notice and Voting. Under the terms of the Pledge Agreement, the Stock Purchase Contract Agent will be entitled to exercise the voting and any other consensual rights pertaining to the Pledged Debt Securities, but only to the extent instructed in writing by the Holders as set forth below. Upon receipt of notice of any meeting at which holders of any series of Debt Securities are entitled to vote or upon any solicitation of consents, waivers or proxies of holders of any series of Debt Securities, the Stock Purchase Contract Agent shall, as soon as practicable thereafter, mail, first class, postage pre-paid, to the Holders of Normal Common Equity Units a notice:

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     (i) containing such information as is contained in the notice or solicitation;

     (ii) stating that each Holder at the close of business on the relevant record date set by the Stock Purchase Contract Agent therefor (which, to the extent possible, shall be the same date as the record date for determining the holders of the applicable series of Debt Securities entitled to vote) shall be entitled to instruct the Stock Purchase Contract Agent as to the exercise of the voting rights pertaining to such Debt Securities underlying their Normal Common Equity Units; and

     (iii) stating the manner in which such instructions may be given.

     Upon the written request of the Holders of Normal Common Equity Units on such record date received by the Stock Purchase Contract Agent at least six (6) days prior to such meeting, the Stock Purchase Contract Agent shall endeavor insofar as practicable to vote or cause to be voted, in accordance with the instructions set forth in such request, the maximum number of Debt Securities as to which any particular voting instructions are received. In the absence of specific instructions from the Holder of a Normal Common Equity Unit, the Stock Purchase Contract Agent shall abstain from voting the Debt Securities underlying such Normal Common Equity Unit. The Company hereby agrees, if applicable, to use its reasonable efforts to solicit Holders of Normal Common Equity Units to timely instruct the Stock Purchase Contract Agent in order to enable the Stock Purchase Contract Agent to vote such Debt Securities.

     The Holders of Common Equity Units shall have no voting or other rights in respect of Common Stock by virtue of owning such Common Equity Units.

ARTICLE V
The Stock Purchase Contracts

     SECTION 5.1 Purchase of Shares of Common Stock.

     (a) Subject to the terms and provisions of this Agreement,

     (i) each Series C Stock Purchase Contract shall obligate the Holder of the related Common Equity Unit to purchase, and the Company to sell, on the First Stock Purchase Date;

     (ii) each Series D Stock Purchase Contract shall obligate the Holder of the related Common Equity Unit to purchase, and the Company to sell, on the Second Stock Purchase Date; and

     (iii) each Series E Stock Purchase Contract shall obligate the Holder of the related Common Equity Unit to purchase, and the Company to sell, on the Third Stock Purchase Date,

in each case at a price equal to twenty five dollars ($25.00) (the “Purchase Price”), a number of shares of Common Stock equal to the applicable Settlement Rate for such Stock Purchase Date,

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unless an Early Settlement, a Cash Merger Early Settlement or a Termination Event with respect to such Common Equity Unit shall have occurred before such Stock Purchase Date.

     “Applicable Market Value” means, with respect to a Stock Purchase Date of a Stock Purchase Contract, the average of the VWAPs per share of Common Stock on each Trading Day in the Trading Day Period of such Stock Purchase Date.

     “Fixed Settlement Rates” means each of the Maximum Settlement Rate and the Minimum Settlement Rate; provided, however, that each Fixed Settlement Rate shall be subject to adjustment pursuant to Section 5.4.

     “Market Disruption Event” means any of the following events that the Company, in its reasonable discretion, determines has occurred and is material:

     (i) the occurrence or existence, for an aggregate period of at least thirty (30) minutes or during the one-hour period prior to the close of trading for the regular trading session on the Relevant Exchange, of any suspension of, or limitation imposed on, trading by the Relevant Exchange, whether by reason of movements in price exceeding limits permitted by the Relevant Exchange, or otherwise:

     (1) relating to Common Stock; or

     (2) in futures or options contracts relating to the Common Stock on the Relevant Exchange;

     (ii) any event (other than an event described in clause (iii) below) that disrupts or impairs the ability of market participants, for an aggregate period of at least thirty (30) minutes or during the one-hour period prior to the close of trading for the regular trading session on the Relevant Exchange in general:

     (1) to effect transactions in, or obtain market values for, the Common Stock on the Relevant Exchange; or

     (2) to effect transactions in, or obtain market values for, futures or options contracts relating to the Common Stock on the Relevant Exchange; or

     (iii) the failure to open of the Relevant Exchange on which futures or options contracts relating to the Common Stock are traded or the closure of such exchange prior to its respective scheduled closing time for the regular trading session on such day (without regard to after hours or any other trading outside of the regular trading session hours) unless such earlier closing time is announced by such exchange at least one hour prior to the earlier of:

     (1) the actual closing time for the regular trading session on such day, and

     (2) the submission deadline for orders to be entered into such exchange for execution at the actual closing time on such day.

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     At the request of a Holder to the Company made on any Stock Purchase Date, the Company will notify such Holder of any Market Disruption Events that have occurred during the Trading Day Period relating to such Stock Purchase Date.

     “Maximum Settlement Rate” means 0.7058; provided, however, that the Maximum Settlement Rate shall be subject to adjustment pursuant to Section 5.4.

     “Minimum Settlement Rate” means 0.5647; provided, however, that the Minimum Settlement Rate shall be subject to adjustment pursuant to Section 5.4.

     “Relevant Exchange” means the NYSE; provided, however, that if the Common Stock is not listed for trading on the NYSE, then “Relevant Exchange” means the principal U.S. national or regional securities exchange on which the Common Stock is listed; provided further, that if the Common Stock is not listed on a U.S. national or regional securities exchange, then “Relevant Exchange” means the over-the-counter market on which the Common Stock is traded.

     “Settlement Rate” means, with respect to a Stock Purchase Date of a Stock Purchase Contract, a number of shares of Common Stock equal to the following:

     (i) if the Applicable Market Value for such Stock Purchase Date is equal to or less than the Reference Price, then the Settlement Rate for such Stock Purchase Date shall be the Maximum Settlement Rate;

     (ii) if the Applicable Market Value for such Stock Purchase Date is greater than the Reference Price and less than the Threshold Appreciation Price, then the Settlement Rate for such Stock Purchase Date shall be a fraction whose numerator is twenty five dollars ($25.00) and whose denominator is such Applicable Market Value, which fraction shall be rounded to the nearest one-ten-thousandth (1/10,000th) of a share of Common Stock; and

     (iii) if the Applicable Market Value for such Stock Purchase Date is equal to or greater than the Threshold Appreciation Price, then the Settlement Rate for such Stock Purchase Date shall be the Minimum Settlement Rate;

provided, however, that if the Stock Purchase Date (or, with respect to an Early Settlement Upon Cash Merger, the Cash Merger Early Settlement Date) of a Stock Purchase Contract occurs after the Initial Scheduled First Stock Purchase Date (in the case of a Series C Stock Purchase Contract), the Initial Scheduled Second Stock Purchase Date (in the case of a Series D Stock Purchase Contract) or the Initial Scheduled Third Stock Purchase Date (in the case of a Series E Stock Purchase Contract), then the Settlement Rate shall be adjusted in the same manner as the Fixed Settlement Rates are adjusted pursuant to Section 5.4 for any event or transaction that occurs on or after such Initial Scheduled First Stock Purchase Date, Initial Scheduled Second Stock Purchase Date or Initial Scheduled Third Stock Purchase Date, as applicable, and on or before such Stock Purchase Date or Cash Merger Early Settlement Date, as applicable.

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     “Trading Day” means any day during which both of the following conditions are satisfied: (i) trading in the Common Stock generally occurs on the Relevant Exchange; and (ii) there is no Market Disruption Event.

     “Trading Day Period” means, (i) with respect to the First Stock Purchase Date, the twenty (20) consecutive Trading Days ending on, and including, the third (3rd) Trading Day immediately preceding the Initial Scheduled First Stock Purchase Date; (ii) with respect to the Second Stock Purchase Date, the twenty (20) consecutive Trading Days ending on, and including, the third (3rd) Trading Day immediately preceding the Initial Scheduled Second Stock Purchase Date; and (iii) with respect to the Third Stock Purchase Date, the twenty (20) consecutive Trading Days ending on, and including, the third (3rd) Trading Day immediately preceding the Initial Scheduled Third Stock Purchase Date.

     “VWAP” per share of Common Stock on any Trading Day means the volume-weighted average price per share of Common Stock in respect of the period from 9:30 a.m. to 4:00 p.m. (New York City time) on such Trading Day, as displayed under the heading “Bloomberg VWAP” on Bloomberg page “MET.N <equity> AQR” (or its equivalent successor if such page is not available); provided, however, that if such volume-weighted average price shall not be available on such Trading Day, then VWAP on such Trading Day shall be determined, using a volume-weighted average method, by a nationally recognized independent investment banking firm retained for such purpose by the Company.

     The Company shall notify the Stock Purchase Contract Agent of the Settlement Rate promptly after the determination thereof, and the Stock Purchase Contract Agent shall have no responsibility for any such determination.

     (b) Each Holder of a Common Equity Unit, by its acceptance of such Common Equity Unit will be deemed to have:

     (i) duly appointed the Stock Purchase Contract Agent to enter into and perform the related Stock Purchase Contracts and the Pledge Agreement on its behalf and in its name as its attorney-in-fact (including, without limitation, the execution of Certificates on behalf of such Holder);

     (ii) irrevocably agreed to be bound by the terms and provisions of such Stock Purchase Contracts and the Pledge Agreement;

     (iii) covenanted and agreed to perform its obligations under such Stock Purchase Contracts for so long as such Holder remains a Holder of a Common Equity Unit;

     (iv) irrevocably authorized the Stock Purchase Contract Agent to enter into and perform this Agreement and the Pledge Agreement on its behalf and in its name as its attorney-in-fact;

     (v) consented to, and agreed to be bound by, the Pledge of such Holder’s right, title and interest in and to the Collateral Accounts, including, without limitation, the

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Debt Securities and the Treasury Securities pursuant to the Pledge Agreement, and to the other Collateral under the Pledge Agreement;

     (vi) for U.S. federal, state and local income and franchise tax purposes, agreed to take the positions set forth in Section 10.7(b); and

     (vii) irrevocably directed the Stock Purchase Contract Agent to execute the Remarketing Agreement at the direction of the Company, without the receipt of any opinion or certificate.

     (c) Each Holder of a Common Equity Unit, by its acceptance of such Common Equity Unit, shall be deemed to have further covenanted and agreed that to the extent and in the manner provided in Section 5.2 and the provisions of the Pledge Agreement, but subject to the terms thereof, Proceeds of the Debt Securities or the Treasury Securities, as applicable, shall be paid, on the Stock Purchase Date, by the Collateral Agent to the Company in satisfaction of such Holder’s obligations under the related Stock Purchase Contracts, and such Holder shall acquire no right, title or interest in such Proceeds, except that any proceeds of the Remarketing in excess of the sum of the aggregate Purchase Price applicable to a Normal Common Equity Unit and the related Remarketing Fee attributable to the related Pledged Debt Securities will be remitted to the Stock Purchase Contract Agent for payment to the Holders of the related Normal Common Equity Units.

     (d) A Holder of a Normal Common Equity Unit who does not, prior to the applicable Stock Purchase Date and in accordance herewith, duly elect to effect a Cash Settlement, Early Settlement or Cash Merger Early Settlement shall pay the applicable purchase price for the shares of Common Stock to be delivered under the related Stock Purchase Contract from the proceeds of the sale of the related Pledged Debt Securities held by the Collateral Agent in the relevant Remarketing (or, if such Remarketing is a Final Failed Remarketing and such Holder has duly exercised, in accordance with the applicable Debt Security Indenture, the related Put Right, from the proceeds of the exercise of such Put Right); provided, however, that if such Remarketing is a Final Failed Remarketing and such Holder has elected not to exercise the related Put Right, or if such Holder has duly elected, in accordance with the applicable Debt Security Indenture and the Pledge Agreement, not to have such Pledged Debt Securities sold pursuant to such Remarketing, then such Holder shall pay such applicable purchase price to the Collateral Agent for deposit in the Collateral Account by 5:00 p.m. (New York City time) on the Business Day immediately preceding the applicable Stock Purchase Date (or such earlier time as may be required by the terms hereof), in lawful money of the United States by certified or cashiers’ check or wire transfer of immediately available funds payable to or upon the order of the Securities Intermediary.

     (e) Upon registration of transfer of a Certificate, the transferee shall be bound (without the necessity of any other action on the part of such transferee) by the terms of this Agreement, the Stock Purchase Contracts underlying such Certificate and the Pledge Agreement, and the transferor shall be released from the obligations under this Agreement, the Stock Purchase Contracts underlying such Certificate and the Pledge Agreement. The Company covenants and agrees, and each Holder of a Certificate, by its acceptance of such Certificate,

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likewise shall be deemed to have covenanted and agreed, to be bound by the provisions of this paragraph.

     SECTION 5.2 Remarketing; Payment of Purchase Price.

     (a)

     (i) The Company shall conduct at least one (1), but no more than three (3), Remarketings for each series of Debt Securities in accordance with Article III of the supplemental indenture forming part of the relevant Debt Security Indenture and the Remarketing Agreement; provided, however, that, notwithstanding anything herein to the contrary, in no event shall the Company be obligated (but the Company may, in its sole discretion, nonetheless elect) to conduct a Remarketing at any time when none of the Outstanding Common Equity Units are Normal Common Equity Units. If, immediately after 5:00 p.m. (New York City time) on the tenth (10th) Business Day immediately preceding a scheduled Stock Purchase Date, none of the Outstanding Common Equity Units are Normal Common Equity Units, then such scheduled Stock Purchase Date shall not thereafter be deferred pursuant to Section 5.2(b)(vi) (it being understood that this sentence shall not affect any previous deferrals made to such Stock Purchase Date pursuant to Section 5.2(b)(vi)).

     (ii) If a Final Failed Remarketing for any series of the Debt Securities occurs, then (A) pursuant to the Pledge Agreement, the Collateral Agent, for the benefit of the Company, reserves all of its rights as a secured party with respect to all Debt Securities of such series which constitute part of any Normal Common Equity Unit; and (B) subject to applicable law and Section 5.2(c), the Collateral Agent may, among other things, (1) retain such Debt Securities in full satisfaction of the Holders’ obligations under the related Stock Purchase Contracts or (2) sell such Debt Securities in one or more public or private sales or otherwise.

     (iii) Prior to 5:00 p.m. (New York City time) on the twenty fifth (25th) Business Day immediately preceding the scheduled Stock Purchase Date relating to a Remarketing of a series of Debt Securities, Holders of Separate Debt Securities of such series may elect to have such Separate Debt Securities included in such Remarketing by delivering such Separate Debt Securities, along with a notice of such election, substantially in the form of Exhibit F to the Pledge Agreement, to the Custodial Agent; provided, however, that, notwithstanding anything herein to the contrary, no Holder of a Separate Debt Security may so elect to include such Separate Debt Security in a Remarketing, unless the principal amount of such Separate Debt Security (and, if such Separate Debt Security is a Unit Debt Security, the principal amount of each tranche of Component Debt Securities forming part of such Separate Debt Security) is an integral multiple of one thousand dollars ($1,000). At 5:00 p.m. (New York City time) on the twenty fifth (25th) Business Day immediately preceding the applicable scheduled Stock Purchase Date, such election shall become an irrevocable election to have such Separate Debt Securities remarketed in such Remarketing; provided, however, that a Holder of Separate Debt Securities electing to have its Separate Debt Securities included in such Remarketing will have the right to withdraw such election by written notice to the

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Custodial Agent, substantially in the form of Exhibit G to the Pledge Agreement, prior to 5:00 p.m. (New York City time) on the twenty fifth (25th) Business Day immediately preceding the scheduled Stock Purchase Date relating to such Remarketing, upon which notice the Custodial Agent shall return such Separate Debt Securities to such Holder. The Custodial Agent shall hold all Separate Debt Securities to be included in a Remarketing in an account that is separate from the Collateral Accounts in which the Pledged Debt Securities shall be held. No later than 11:00 A.M. (New York City time) on the twenty fourth (24th) Business Day immediately preceding the scheduled Stock Purchase Date relating to each Remarketing, the Custodial Agent shall notify the Remarketing Agent of the aggregate principal amount of the Separate Debt Securities of the relevant series to be remarketed.

     (iv) The Company shall give Holders of Common Equity Units (and, if the Common Equity Units are then evidenced by Global Certificates or if Separate Debt Securities are then held in global form, the Company shall request that the applicable depositary or its nominee give participants of such depositary holding Common Equity Units or Separate Debt Securities) notice of a Remarketing at least thirty (30) Business Days prior to the Stock Purchase Date relating to such Remarketing. Such notice will set forth the information required to be set forth in the notice pursuant to the relevant Debt Security Indenture.

     (b)

     (i) Unless an Early Settlement, a Cash Merger Early Settlement or a Termination Event has occurred prior to the applicable Stock Purchase Date, each Holder of a Normal Common Equity Unit shall have the right to satisfy such Holder’s obligations under the related Stock Purchase Contract on such Stock Purchase Date in cash by (A) providing the Stock Purchase Contract Agent, no later than 5:00 p.m. (New York City time) on the eleventh (11th) Business Day immediately preceding the related scheduled Stock Purchase Date, with a notice substantially the form of Exhibit E of its intention to pay in cash (“Cash Settlement”); and (B) paying, concurrently with providing such notice, the Purchase Price for such Stock Purchase Contract for deposit in the Collateral Account, in lawful money of the United States, by certified or cashiers’ check or wire transfer of immediately available funds payable to or upon the order of the Securities Intermediary; provided, however, that Holders of Normal Common Equity Units may effect Cash Settlement pursuant to this Section 5.2(b) only in integral multiples of eighty (80) Normal Common Equity Units. Promptly following 5:00 p.m. (New York City time) on the eleventh (11th) Business Day immediately preceding each scheduled Stock Purchase Date, the Stock Purchase Contract Agent shall notify the Collateral Agent of the receipt of such notices from Holders intending to make a Cash Settlement. Notwithstanding anything herein to the contrary, in no event may a Holder elect a Cash Settlement from the time any Remarketing has priced to, and including, the Stock Purchase Date relating to such Remarketing. A Holder that has duly elected, in accordance with this Section 5.2(b)(i), Cash Settlement to apply to any Normal Common Equity Units shall, if the related Remarketing is a Final Failed Remarketing, be deemed to have elected not to exercise its Put Right with respect to the Debt Securities forming part of such Normal Common Equity Units.

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     (ii) Except as provided in Section 5.6(b)(ii) of the Pledge Agreement, any cash received pursuant to Section 5.2(b)(i)(B) shall be paid to the Company on the applicable Stock Purchase Date in settlement of such Stock Purchase Contract in accordance with the terms of this Agreement and the Pledge Agreement.

     (iii) If a Holder of a Normal Common Equity Unit does not duly elect Cash Settlement in accordance with Section 5.2(b)(i) above, then such Holder shall be deemed to have consented to the disposition of its Pledged Debt Securities pursuant to the next applicable Remarketing.

     (iv) If Cash Settlement applies to any integral multiple of eighty (80) Normal Common Equity Units in respect of a Stock Purchase Date, then:

     (1) the Company shall have no obligation to include, in the Remarketing relating to such Stock Purchase Date, or to resell, pursuant to such Remarketing, the Pledged Debt Securities that form part of such Normal Common Equity Units and that are of the series to be remarketed in such Remarketing;

     (2) if such Remarketing is Successful or a Final Failed Remarketing, then the Company shall, as soon a reasonably practicable, but in no event later than the third (3rd) Business Day, after such Stock Purchase Date, cause such Pledged Debt Securities to be released from the Pledge by the Collateral Agent, free and clear of the Company’s security interest therein, and transferred to the Stock Purchase Contract Agent for delivery to the Holder of such Normal Common Equity Units, and, upon receipt of such Pledged Debt Securities, the Stock Purchase Contract Agent shall promptly transfer such Pledged Debt Securities to such Holder; and

     (3) if such Remarketing is not Successful and is not a Final Failed Remarketing, then such Cash Settlement election shall be deemed to be rescinded and the Collateral Agent shall make the deliveries set forth in Section 5.6(b)(ii) of the Pledge Agreement (it being understood that nothing in this Section 5.2(b)(iv)(3) shall prevent such Holder from thereafter electing Cash Settlement to apply, if otherwise permitted in accordance herewith).

     (v) No later than 11:00 a.m. (New York City time) on the tenth (10th) Business Day preceding the applicable scheduled Stock Purchase Date, the Collateral Agent, based on Cash Settlement notices received by the Collateral Agent from the Stock Purchase Contract Agent, based on the receipt from Holders of notices in the form contemplated in Exhibit E pursuant to Section 5.2(b)(i), shall notify the Stock Purchase Contract Agent of the aggregate principal amount of Pledged Debt Securities to be tendered for purchase in the related Remarketing.

     (vi) If there has occurred, with respect to a series of Debt Securities, a Failed Remarketing that is not a Final Failed Remarketing, then the applicable Stock Purchase Date relating to such series of Debt Securities shall be deferred to the date that is three (3) calendar months after the Stock Purchase Date prior to such deferral.

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     (c) The obligations of the Holders to pay the Purchase Price are non-recourse obligations and, except to the extent satisfied by Early Settlement, Cash Merger Early Settlement or Cash Settlement, or by exercise of the Put Right, are payable solely out of the Proceeds of any Collateral pledged, under the Pledge Agreement, to secure the obligations of the Holders with respect to such Purchase Price, and in no event will Holders be liable for any deficiency between the Proceeds of the disposition of such Collateral and the Purchase Price.

     (d) The Company shall not be obligated to issue any shares of Common Stock in respect of a Stock Purchase Contract or deliver any certificates thereof to the Holder of the related Common Equity Units unless the Company shall have received payment for the Common Stock to be purchased thereunder in the manner set forth herein and in the Pledge Agreement.

     (e) Each Remarketing Agreement shall be in such form as is administratively acceptable to the Stock Purchase Contract Agent in its reasonable judgment.

     SECTION 5.3 Issuance of Shares of Common Stock.

     Unless a Termination Event, an Early Settlement or a Cash Merger Early Settlement shall have occurred, and subject to Section 5.4(b), on each Stock Purchase Date, upon receipt of the aggregate Purchase Price payable on such Stock Purchase Date on all Outstanding Common Equity Units, the Company shall issue and deliver to the Stock Purchase Contract Agent (or at the Stock Purchase Contract Agent’s order), for the benefit of the Holders of the Outstanding Common Equity Units, by book entry transfer or in the form of one or more certificates representing shares of Common Stock, shares of Common Stock registered in the name of the Stock Purchase Contract Agent (or its nominee) as custodian for the Holders to which the Holders are entitled hereunder with respect to the Common Equity Units on such Stock Purchase Date. Such certificates for shares of Common Stock, together with all dividends or distributions on such shares whose record date and payment date occur after such Stock Purchase Date, are hereinafter referred to as the “Stock Purchase Contract Settlement Fund.” Each certificate issued representing shares of Common Stock issued upon the settlement of a Stock Purchase Contract shall bear a legend substantially similar to the Private Placement Legend if the Certificate representing the Common Equity Unit of which such Stock Purchase Contract formed a part contained the Private Placement Legend on the applicable Stock Purchase Date.

     Subject to the foregoing, the Holder of a Certificate shall be entitled (upon surrender of such Certificate to the Stock Purchase Contract Agent, together with settlement instructions thereon duly completed and executed), on or after the First Stock Purchase Date, the Second Stock Purchase Date, the Third Stock Purchase Date, the Early Settlement Date or the Cash Merger Early Settlement Date, as the case may be, to receive forthwith in exchange therefor, by book entry transfer or in the form of a certificate, that whole number of shares of Common Stock which such Holder is entitled to receive pursuant to the provisions of this Article V (after taking into account all Common Equity Units then held by such Holder), together with cash in lieu of fractional shares as provided in Section 5.9 and any dividends or distributions with respect to such shares constituting part of the Stock Purchase Contract Settlement Fund, but without any interest thereon, and the Certificate so surrendered shall forthwith be cancelled; provided, however, that no such surrender is required with respect to the First Stock Purchase Date or the Second Stock Purchase Date. Such shares shall be registered in the name of the Holder or the

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Holder’s designee as specified in the settlement instructions provided by the Holder to the Stock Purchase Contract Agent. If any shares of Common Stock issued in respect of a Stock Purchase Contract are to be registered to a Person other than the Person in whose name the Certificate evidencing the Common Equity Unit of which such Stock Purchase Contract forms a part is registered (but excluding any Depositary or nominee thereof), no such registration shall be made unless the Person requesting such registration has paid any transfer and other taxes required by reason of such registration in a name other than that of the registered Holder of such Certificate or has established to the satisfaction of the Company that such tax either has been paid or is not payable.

     SECTION 5.4 Adjustment of Fixed Settlement Rates.

     Each of the Fixed Settlement Rates will be subject to adjustment, without duplication, under the following circumstances:

     (a) Adjustments for Dividends, Distributions, Stock Splits, etc.

     (i) Adjustment for Change in Capital Stock. If, after the date of this Agreement, the Company: (A) pays a dividend or makes another distribution on Common Stock to all holders of Common Stock payable exclusively in shares of Common Stock; (B) subdivides or splits the outstanding shares of Common Stock into a greater number of shares; or (C) combines the outstanding shares of Common Stock into a smaller number of shares, then each Fixed Settlement Rate shall be adjusted by multiplying each Fixed Settlement Rate in effect immediately prior to such adjustment by the number of shares of Common Stock (such number, the “Adjustment Factor”) which a person who owns only one (1) share of Common Stock immediately before the record date or effective date, as applicable, of such stock dividend, stock distribution, subdivision, split or combination and who is entitled to participate in such stock dividend, stock distribution, subdivision, split or combination would own immediately after giving effect to such stock dividend, stock distribution, subdivision, split or combination (without giving effect to any arrangement pursuant to such stock dividend, stock distribution, subdivision, split or combination not to issue fractional shares of Common Stock). Such adjustment shall become effective immediately after such record date, in the case of a stock dividend or stock distribution, and shall become effective at the open of business on such effective date, in the case of a subdivision, split or combination.

     (ii) Adjustment for Rights Issue. If, after the date of this Stock Purchase Contract Agreement, the Company distributes any rights, options or warrants (other than pursuant to any dividend reinvestment, share purchase or similar plans) to all holders of Common Stock, entitling them to purchase or subscribe for, for a period expiring within sixty (60) days from the date of issuance of such rights, options or warrants, shares of Common Stock at a price per share less than the average of the VWAPs per share of Common Stock on each Trading Day during the ten (10) consecutive Trading Days ending on, and including, the Trading Day immediately preceding the date the Company initially publicly announces such distribution, then each Fixed Settlement Rate shall be adjusted by multiplying each Fixed Settlement Rate in effect immediately prior to such adjustment by a fraction:

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     (1) the numerator of which is the sum of (1) the number of shares of Common Stock outstanding on the record date for such distribution and (2) the total number of additional shares of Common Stock (the “Underlying Shares”) underlying such rights, options or warrants; and

     (2) the denominator of which is the sum of (1) the number of shares of Common Stock outstanding on such record date and (2) a fraction (x) the numerator of which is the aggregate exercise, conversion, exchange or other price at which the Underlying Shares may be subscribed for or purchased pursuant to such rights, options or warrants and (y) the denominator of which is the average of the VWAPs per share of Common Stock on each Trading Day during the ten (10) consecutive Trading Days ending on, and including, the Trading Day immediately preceding the date the Company initially publicly announces such distribution.

     Such adjustment shall become effective immediately after such record date. To the extent that such rights, options or warrants are not exercised prior to their expiration (and, as a result, no additional shares of Common Stock are delivered or issued pursuant to such rights or warrants), the Fixed Settlement Rates shall be readjusted to the Fixed Settlement Rates that would then be in effect had the adjustments made upon the issuance of such rights, options or warrants been made on the basis of delivery or issuance of only the number of shares of Common Stock actually delivered or issued.

     For the purposes of this Section 5.4(a)(ii) in determining whether any rights, options or warrants entitle the holders thereof to purchase or subscribe for shares of Common Stock at a price per share less than such average VWAP per share of Common Stock, and in determining the aggregate exercise, conversion, exchange or other price at which the Underlying Shares may be subscribed for or purchased pursuant to such rights, options or warrants, there shall be taken into account any consideration received by the Company for such rights, options or warrants and any amount payable upon exercise, conversion or exchange thereof, with the value of such consideration, if other than cash, to be determined in good faith by the Board of Directors.

     (iii) Adjustments for Other Distributions. If, after the date of this Agreement, the Company dividends or distributes to all or substantially all holders of its Common Stock any of its debt, Capital Stock, securities or assets or any rights, warrants or options to purchase securities of the Company (including securities or cash, but excluding dividends or distributions to which Section 5.4(a)(i), Section 5.4(a)(ii) or Section 5.4(a)(iv) apply), then each Fixed Settlement Rate shall be adjusted, subject to the provisions of the last paragraph of this Section 5.4(a)(iii), by multiplying each Fixed Settlement Rate in effect immediately prior to such adjustment by a fraction:

     (1) the numerator of which is the Current Market Price per share of Common Stock on the record date for such dividend or distribution; and

     (2) the denominator of which is such Current Market Price per share of Common Stock minus the fair market value (as determined in good faith by the Board of Directors) of the portion of such debt, Capital Stock, securities, assets,

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rights, warrants or options dividended or distributed in respect of each share of Common Stock.

     Such adjustment shall become effective immediately after such record date. Notwithstanding anything to the contrary in the preceding paragraph, in no event shall any adjustment be made, pursuant to the immediately preceding paragraph, to any Fixed Settlement Rate to the extent, and only to the extent, such adjustment will cause such Fixed Settlement Rate to be negative or an amount that is greater than a fraction whose numerator is twenty five dollars ($25.00) and whose denominator is the par value per share of Common Stock.

     Notwithstanding the preceding two paragraphs, if, after the date of this Agreement, the Company dividends or distributes to all or substantially all holders of its Common Stock any shares of Capital Stock of any class or series, or similar equity interests, of or relating to a subsidiary or other business unit of the Company (a “Spin-off”), then, in lieu of the foregoing adjustment, each Fixed Settlement Rate shall be adjusted by multiplying each Fixed Settlement Rate in effect immediately prior to such adjustment by a fraction:

     (1) the numerator of which is the sum of (A) the average of the VWAPs of such shares or equity interests distributed to holders of Common Stock applicable to one (1) share of Common Stock (determined, for purposes of the definition of “VWAP,” as if such shares or equity interests were Common Stock) on each Trading Day in the ten (10) consecutive Trading Day period (the “Spin-off Valuation Period”) beginning on, and including, the third (3rd) Trading Day after the effective date of such Spin-off; and (B) the average of the VWAPs per share of Common Stock on each Trading Day in such Spin-off Valuation Period; and

     (2) the denominator of which is the average of the VWAPs per share of Common Stock on each Trading Day in such Spin-off Valuation Period.

     Each adjustment pursuant to the immediately preceding paragraph shall become effective immediately after the close of business on the last Trading Day of the applicable Spin-off Valuation Period; provided, however, that if a Stock Purchase Date occurs during such Spin-off Valuation Period, then references to ten (10) Trading Days in the immediately preceding paragraph shall be deemed, for purposes of determining the Settlement Rate applicable to the Stock Purchase Contracts relating to such Stock Purchase Date, to be replaced with such lesser number of Trading Days as have elapsed from, and including, the third (3rd) Trading Day after the effective date of such Spin-off to, and including, such Stock Purchase Date.

     (iv) Cash Dividends and Distributions. If, after the date of this Agreement, the Company shall, by dividend or otherwise, pay regular annual cash dividends, or make any other distributions consisting exclusively of cash, to all holders of Common Stock (excluding any regular annual cash dividend or distribution on the Common Stock to the extent that the aggregate cash dividend or distribution per share of Common Stock in any

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fiscal year does not exceed the Dividend Threshold Amount) then each Fixed Settlement Rate will be adjusted as follows:

     (1) in the event of a regular annual cash dividend, each Fixed Settlement Rate will be adjusted by multiplying each Fixed Settlement Rate in effect immediately prior to such adjustment by a fraction, (A) the numerator of which is the Current Market Price per share of Common Stock on the record date of such dividend, and (B) the denominator of which is such Current Market Price per share of Common Stock, minus the excess, if any, of the cash amount per share of such dividend over the Dividend Threshold Amount; and

     (2) in the event of a cash dividend or distribution that is not a regular annual cash dividend, each Fixed Settlement Rates will be adjusted by multiplying each Fixed Settlement Rate in effect immediately prior to such adjustment by a fraction, (A) the numerator of which is the Current Market Price per share of Common Stock on the record date of such dividend or distribution, and (B) the denominator of which is such Current Market Price per share of Common Stock minus the cash amount per share of such dividend or distribution.

     In either case, the adjustment shall become effective immediately after the Ex Date for such dividend or distribution. In the event that any such dividend or distribution is not so paid or made, each Fixed Settlement Rate shall again be adjusted to be the Fixed Settlement Rates that would then be in effect if such dividend or distribution had not been declared. Notwithstanding anything to the contrary in this Section 5.4(a)(iv), in no event shall any adjustment be made, pursuant to this Section 5.4(a)(iv), to any Fixed Settlement Rate to the extent, and only to the extent, such adjustment will cause such Fixed Settlement Rate to be negative or an amount that is greater than a fraction whose numerator is twenty five dollars ($25.00) and whose denominator is the par value per share of Common Stock.

     (v) Adjustment for Company Tender Offer. If, after the date of this Agreement, (A) the Company or any subsidiary of the Company pays cash or other consideration to holders of Common Stock in respect of a tender or exchange offer (other than an odd-lot offer) by the Company or any of its subsidiaries for Common Stock; and (B) the sum of the aggregate amount of such cash paid and the aggregate fair market value (as determined in good faith by the Board of Directors), as of the Tender Offer Expiration Time (as defined below), of such other consideration paid (such sum, the “Aggregate Amount”) expressed as an amount per share of Common Stock validly tendered or exchanged, and not withdrawn, pursuant to such tender or exchange offer as of the Tender Offer Expiration Time (such tendered or exchanged shares of Common Stock, the “Purchased Shares”) exceeds the VWAP per share of Common Stock on the first Trading Day after the last date (such last date, the “Tender Offer Expiration Date”) on which tenders or exchanges could have been made pursuant to such tender or exchange offer (as the same may be amended through the Tender Offer Expiration Date), then each Fixed Settlement Rate will be adjusted by multiplying each Fixed Settlement Rate in effect immediately prior to such adjustment by a fraction:

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     (1) the numerator of which is equal to the sum of (I) the Aggregate Amount and (II) the product of (a) the average of the VWAPs per share of Common Stock on each Trading Day in the ten (10) consecutive Trading Day period (the “Offer Valuation Period”) commencing on, and including, the Trading Day immediately after Tender Offer Expiration Date and (b) an amount equal to (i) the number of shares of Common Stock outstanding as of the last time (the “Tender Offer Expiration Time”) at which tenders or exchanges could have been made pursuant to such tender or exchange offer (including all Purchased Shares) less (ii) the Purchased Shares; and

     (2) the denominator of which is equal to the product of (I) the number of shares of Common Stock outstanding as of the Tender Offer Expiration Time (including all Purchased Shares) and (II) such average VWAP per share of Common Stock.

Such adjustment shall become effective immediately after the close of business on the last Trading Day of the applicable Offer Valuation Period; provided, however, that if any Stock Purchase Date occurs during the Offer Valuation Period, then references to the ten (10) Trading Days in clause (1) above shall be deemed, for purposes of determining the Settlement Rate applicable to the Stock Purchase Contracts relating to such Stock Purchase Date, replaced with such lesser number of Trading Days as have elapsed from, and including, the Trading Day immediately after the Tender Offer Expiration Date to, and including, and such Stock Purchase Date.

     Notwithstanding anything to the contrary above, if the Company or any of its Subsidiaries is obligated to purchase shares of Common Stock pursuant to any such tender or exchange offer, but the Company or such subsidiary is permanently prevented by applicable law from effecting any such purchases, or all such purchases are rescinded, then each Fixed Settlement Rate shall again be adjusted to be the Fixed Settlement Rate which would then be in effect if such tender or exchange offer had not been made.

     (vi) Calculation of Adjustments. All adjustments to the Fixed Settlement Rates shall be calculated by the Company to the nearest one-ten-thousandth (1/10,000th) of one share of Common Stock (or if there is not a nearest one-ten-thousandth (1/10,000th) of a share, to the next lower one-ten-thousandth (1/10,000th) of a share). No adjustment to the Settlement Rate shall be required unless such adjustment would require an increase or a decrease of at least one percent (1%); provided, however, that each adjustment not made shall be carried forward and taken into account in any subsequent adjustment, and all such adjustments not made shall be made on each Stock Purchase Date, Cash Merger Early Settlement Date or Early Settlement Date.

     (vii) Adjustments to the Reference Price and Threshold Appreciation Price. If any adjustment is made to the Fixed Settlement Rates pursuant to this Section 5.4(a), then, at the time such adjustment becomes effective, each of the Reference Price and the Threshold Appreciation Price shall be adjusted to an amount equal to the product of (1) Reference Price or Threshold Appreciation Price, as applicable, as in effect immediately before such adjustment to such price and (2) a fraction whose numerator is the Maximum

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Settlement Rate in effect immediately before such adjustment to the Fixed Settlement Rates and whose denominator is the Maximum Settlement Rate to be in effect immediately after such adjustment to the Fixed Settlement Rates.

     (viii) When No Adjustment Required. Notwithstanding anything herein to the contrary, no adjustment of the Fixed Settlement Rates, and the number of shares to be delivered on Early Settlement need be made as a result of: (1) the issuance of rights pursuant to the Company’s stockholder rights plan existing on the date of this Agreement, as such plan may be amended, modified, or supplemented from time to time, or any newly adopted stockholder rights plans; (2) the distribution of separate certificates representing such rights; (3) the exercise or redemption of such rights in accordance with such rights plan(s); or (4) the termination or invalidation of such rights; provided, however, that to the extent that the Company has a stockholder rights plan in effect upon settlement of a Stock Purchase Contract (including the Company’s rights plan existing on the date of this Agreement), the Holder shall receive, in addition to the shares of Common Stock deliverable upon such settlement, the rights under such rights plan, unless, prior to such settlement, the rights have separated from the Common Stock, in which case the Fixed Settlement Rates will be adjusted, pursuant to Section 5.4(a)(ii), at the time of separation as if the Company made a distribution, to all holders of Common Stock, that is subject to such Section 5.4(a)(ii), subject to readjustment in the event of the expiration, termination or redemption of such rights. In addition, notwithstanding anything herein to the contrary, no adjustment to the Fixed Settlement Rates need be made:

     (1) upon the issuance of any shares of Common Stock pursuant to any present or future plan providing for the reinvestment of dividends or interest payable on securities of the Company and the investment of additional optional amounts in Common Stock under any plan;

     (2) upon the issuance of any shares of Common Stock or options or rights to purchase those shares pursuant to any present or future employee, director or consultant benefit plan or program of or assumed by the Company or any of its subsidiaries;

     (3) upon the issuance of any shares of Common Stock pursuant to any option, warrant, right, or exercisable, exchangeable or convertible security outstanding as of the date the Common Equity Units are first issued; or

     (4) for a change in the par value (including causing the Common Stock to have no par value).

     Notwithstanding anything herein to the contrary, no adjustment to the Fixed Settlement Rates need be made for a transaction pursuant to Section 5.4(a)(i), Section 5.4(a)(ii), Section 5.4(a)(iii), Section 5.4(a)(iv) or Section 5.4(a)(v) if Holders of the Common Equity Units may participate in the transaction on a basis and with notice that the Board of Directors determines to be fair and appropriate in light of the basis and notice on which holders of Common Stock participate in the transaction.

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     (ix) Adjustments to VWAP to Account for Stock Dividends, Splits, Combinations or Subdivisions or Similar Events. If, pursuant any provision of this Agreement, an average VWAP is to be measured over a period of multiple Trading Days and a stock dividend, split, combination or subdivision or other event requiring an adjustment to the Fixed Settlement Rates pursuant to Section 5.4(a)(i) occurs, or becomes effective, at any time during such period, then, for purposes of calculating such average, the VWAP per share on each Trading Day in such period prior to such occurrence or effectiveness shall be multiplied by the reciprocal of the Adjustment Factor applicable to such stock dividend, split, combination or subdivision or other event.

     (b) Adjustment for Consolidation, Merger or Other Reorganization Event. If, after the date of this Agreement, (1) there occurs (A) any consolidation or merger of the Company with or into another Person; (B) any sale, transfer, lease or conveyance to another Person of the property of the Company as an entirety or substantially as an entirety; (C) any statutory exchange of securities of the Company with another Person or any binding share exchange which reclassifies or changes its outstanding Common Stock (other than a change in par value, or from par value to no par value, or from no par value to par value, or a reorganization effected solely to change the Company’s jurisdiction of organization); or (D) any liquidation, dissolution or winding up of the Company, other than as a result of or after the occurrence of a Termination Event (any such event in clauses (A) through (D), inclusive, a “Reorganization Event”); and (2) pursuant to such Reorganization Event, the Common Stock is converted into or exchanged for, or constitutes solely the right to receive, cash, securities or other property, then, at and after the effective time of such Reorganization Event, the obligation of the Company to deliver, and the obligation of each Holder to purchase, each share of Common Stock upon settlement of each Stock Purchase Contract on each Stock Purchase Date shall be changed to the obligation of the Company to deliver, and the obligation of each Holder to purchase, the kind and amount of cash, securities or other property (collectively, “Reference Property”) (without any interest thereon, and without any right to dividends or distribution thereon which have a record date that is prior to the applicable Stock Purchase Date) receivable pursuant to such Reorganization Event by a holder (the “Representative Holder”) of one (1) share of Common Stock who (A) is not a Person with which the Company consolidated or into which the Company merged or which merged into the Company or to which such sale, transfer, lease or conveyance was made, as the case may be (any such Person, a “Constituent Person”), or an Affiliate of a Constituent Person, to the extent such Reorganization Event provides for different treatment of Common Stock held by Affiliates of the Company and non-Affiliates, and (B) failed to exercise his rights of election, if any, as to the kind or amount of such Reference Property (provided that if the kind or amount of such Reference Property is not the same for each share of Common Stock held by a Person (other than a Constituent Person or an Affiliate thereof) who has not exercised such rights of election (“Non-Electing Share”), then for the purpose of this Section 5.4(b), the kind and amount of Reference Property in respect of each Non-Electing Share shall be deemed to be the weighted average of the kinds and amounts of Reference Property receivable per share of Common Stock pursuant to such Reorganization Event in respect of all Non-Electing Shares). After such Reorganization Event, the Applicable Market Value shall be measured based on the value of a unit of Reference Property (a “Reference Property Unit”) receivable pursuant to such Reorganization Event by a Representative Holder of one (1) share of Common Stock. Following a Reorganization Event, references herein to the purchase or delivery of shares of Common Stock pursuant to Stock Purchase Contracts shall be construed to be references to the purchase or

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delivery of Reference Property, and references to the purchase or delivery of a specified number of shares of Common Stock upon settlement of the Stock Purchase Contracts shall be construed to be references to the purchase and delivery of the same number of Reference Property Units.

     In the event of such a Reorganization Event, the Person formed by such consolidation, merger or exchange or the Person which acquires the assets of the Company or, in the event of a liquidation or dissolution of the Company, the Company or a liquidating trust created in connection therewith shall execute and deliver to the Stock Purchase Contract Agent an agreement supplemental hereto providing that the Holder of each Outstanding Common Equity Unit shall have the rights provided by this Section 5.4(b). Such supplemental agreement shall provide for adjustments which, for events subsequent to the effective date of such supplemental agreement, shall be as nearly equivalent as may be practicable to the adjustments provided for in this Section 5.4. This Section 5.4(b) shall similarly apply to successive Reorganization Events.

     (c) Successive Adjustments. After an adjustment to a Fixed Settlement Rate under this Section 5.4, any subsequent event requiring an adjustment under this Section 5.4 shall cause an adjustment to such Fixed Settlement Rate as so adjusted.

     (d) Multiple Adjustments. For the avoidance of doubt, if an event occurs that would trigger an adjustment to a Fixed Settlement Rate pursuant to this Section 5.4 under more than one subsection hereof, such event, to the extent fully taken into account in a single adjustment, shall not result in multiple adjustments hereunder.

     SECTION 5.5 Notice of Adjustments and Certain Other Events.

     (a) Whenever a Fixed Settlement Rate is adjusted pursuant to Section 5.4(a), the Company shall, within ten (10) Business Days following the occurrence of the event that requires such adjustment (or if the Company is not aware of such occurrence, as soon as reasonably practicable after becoming so aware) (or, in the case of a Spin-off, within ten (10) Business Days after the last Trading Day in the Spin-off Valuation Period):

     (i) compute the adjusted applicable Fixed Settlement Rates in accordance with Section 5.4 and prepare and transmit to the Stock Purchase Contract Agent an Officers’ Certificate setting forth the Fixed Settlement Rates, the method of calculation thereof in reasonable detail, and the facts requiring such adjustment and upon which such adjustment is based; and

     (ii) provide a written notice to the Holders of the Common Equity Units of the occurrence of such event and a statement in reasonable detail setting forth the method by which the adjustment to the Fixed Settlement Rates was determined and setting forth the adjusted Fixed Settlement Rates.

     (b) The Stock Purchase Contract Agent shall not at any time be under any duty or responsibility to any Holder of Common Equity Units to determine whether any facts exist which may require any adjustment of the Fixed Settlement Rates or with respect to the nature or extent or calculation of any such adjustment when made, or with respect to the method employed in making the same. The Stock Purchase Contract Agent shall be fully authorized and protected in relying on any Officers’ Certificate delivered pursuant to Section 5.5(a)(i) and any adjustment

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contained therein, and the Stock Purchase Contract Agent shall not be deemed to have knowledge of any adjustment unless and until it has received such certificate. The Stock Purchase Contract Agent shall not be accountable with respect to the validity or value (or the kind or amount) of any shares of Common Stock, or of any securities or property, which may at the time be issued or delivered with respect to any Stock Purchase Contract; and the Stock Purchase Contract Agent makes no representation with respect thereto. The Stock Purchase Contract Agent shall not be responsible for any failure of the Company to issue, transfer or deliver any shares of Common Stock pursuant to a Stock Purchase Contract or to comply with any of the duties, responsibilities or covenants of the Company contained in this Article V.

     SECTION 5.6 Termination Event; Notice. If a Termination Event occurs, then, without the necessity of any notice or action by any Holder:

     (a) the Stock Purchase Contracts and all obligations and rights of the Company and the Holders thereunder, including, without limitation, the rights of the Holders to receive and the obligation of the Company to pay any Contract Payments (including any accrued and unpaid Contract Payments), and the rights and obligations of Holders to purchase Common Stock on each Stock Purchase Date occurring after such Termination Event, shall immediately and automatically terminate;

     (b) each Common Equity Unit shall thereafter represent the right to receive the Debt Securities (or, if such Termination Event occurs after a Remarketing Settlement Date and before the related Stock Purchase Date, the Proceeds of such Debt Securities) or the Treasury Securities, as the case may be, forming part of such Common Equity Unit, in accordance with the Pledge Agreement, and, upon such receipt, shall be cancelled; and

     (c) the Company shall promptly, but in no event later than five (5) Business Days after the occurrence of such Termination Event, give written notice of such Termination Event to the Stock Purchase Contract Agent, the Collateral Agent and the Holders, at their addresses as they appear in the Security Register.

     SECTION 5.7 Early Settlement.

     (a) Stock Purchase Contracts underlying Common Equity Units may be settled early (“Early Settlement”) at the option of the Holder thereof in accordance with, and subject to, this Section 5.7; provided, however, that Holders of Common Equity Units may effect Early Settlement pursuant to this Section 5.7 only in integral multiples of eighty (80) Common Equity Units; provided further that upon an Early Settlement of a Common Equity Unit, such Early Settlement shall apply to each remaining Stock Purchase Contract of such Common Equity Unit whose Stock Purchase Date has not occurred before the applicable Early Settlement Date; provided further that such Holder may not exercise its right to settle early unless it shall have notified the Company and the Stock Purchase Contract Agent in writing at least sixty one (61) days prior to the Early Settlement Date that it may exercise such right (it being understood that the exercise of such right following the delivery of such notice shall at all times be in the absolute discretion of the Holder); provided further that no Early Settlement will be permitted pursuant to this Section 5.7 unless, at the time such Early Settlement is effected, there is an effective registration statement under the Securities Act with respect to the securities to be issued

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and delivered in connection with such Early Settlement, if such a registration statement is required (in the view of counsel, which need not be in the form of a written opinion, for the Company) under the Securities Act. If such a registration statement is so required, the Company covenants and agrees to use commercially reasonable efforts to (i) have in effect such a registration statement covering the settlement of the Stock Purchase Contracts being settled and (ii) provide a prospectus in connection therewith. Notwithstanding anything herein to the contrary, in no event may a Holder elect an Early Settlement from the time any Remarketing has priced to, and including, the Stock Purchase Date relating to such Remarketing.

     (b) In order to exercise the right to effect Early Settlement with respect to Stock Purchase Contracts, the Holder of the Certificate evidencing the Common Equity Units of which such Stock Purchase Contracts are a part shall, at any time after providing the notice required pursuant to Section 5.7(a), other than the periods beginning from 5:00 p.m. (New York City time) on the tenth (10th) Business Day immediately preceding each scheduled Stock Purchase Date and ending on the open of business on the Business Day immediately following such scheduled Stock Purchase Date, deliver such Certificate to the Stock Purchase Contract Agent at the Corporate Trust Office duly endorsed for transfer to the Company or in blank with the “Election to Settle Early” form on the reverse thereof duly completed and accompanied by payment (payable to the Company in immediately available funds) in an amount (the “Early Settlement Amount”) equal to the sum of:

     (i) the product of (A) the Stated Amount of each Common Equity Unit to be subject to such Early Settlement; and (B) the number of such Common Equity Units to be subject to such Early Settlement; and

     (ii) if the Early Settlement Date for such Early Settlement occurs after any Record Date and before the next Payment Date, an amount equal to the Contract Payments payable on such Payment Date with respect to such Stock Purchase Contracts.

          If the foregoing requirements are first satisfied with respect to Stock Purchase Contracts subject to an Early Settlement by 5:00 p.m. (New York City time) on a Business Day, then such day shall be the “Early Settlement Date” with respect to such Stock Purchase Contracts and the related Common Equity Units, and, if such requirements are first satisfied after 5:00 p.m. (New York City time) on a Business Day or on a day that is not a Business Day, then the Early Settlement Date with respect to such Stock Purchase Contracts and Common Equity Units shall be the next succeeding Business Day.

          Upon the receipt of such Certificate or information, as applicable, and Early Settlement Amount from the Holder, the Stock Purchase Contract Agent shall pay to the Company such Early Settlement Amount, the receipt of which payment the Company shall confirm in writing. The Stock Purchase Contract Agent shall then, in accordance with the Pledge Agreement, notify the Collateral Agent that (A) such Holder has elected to effect an Early Settlement, which notice shall set forth the number of such Stock Purchase Contracts as to which such Holder has elected to effect Early Settlement and (B) the Stock Purchase Contract Agent has received from such Holder, and paid to the Company as confirmed in writing by the Company, the related Early Settlement Amount.

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          Except as provided in Section 5.11(e), upon Early Settlement of the Stock Purchase Contracts, the rights of the Holders to receive and the obligation of the Company to pay any Contract Payments (including any accrued and unpaid Contract Payments) with respect to such Stock Purchase Contracts shall immediately and automatically terminate.

     (c) Upon Early Settlement of Stock Purchase Contracts by a Holder of the related Common Equity Units, the Company shall deliver, and the Holder shall be entitled to receive, after payment of the applicable Early Settlement Amount, a number of shares of Common Stock equal to the Early Settlement Rate.

     (d) No later than the third (3rd) Business Day after the applicable Early Settlement Date of a Common Equity Unit, the Company shall cause:

     (i) the shares of Common Stock deliverable upon such Early Settlement, together with payment in lieu of any fraction of a share, as provided in Section 5.9, to be delivered to the Stock Purchase Contract Agent for delivery to the Holder thereof (or its designee); and

     (ii) the Pledged Debt Securities or Pledged Treasury Securities, as applicable, forming part of such Common Equity Unit to be released from the Pledge by the Collateral Agent, free and clear of the Company’s security interest therein, and transferred to the Stock Purchase Contract Agent for delivery to the Holder thereof or its designee.

     (e) Upon Early Settlement of any Stock Purchase Contracts forming part of a Common Equity Unit (and subject to receipt of shares of Common Stock from the Company and the receipt of the related Debt Securities or Treasury Securities, as applicable, from the Securities Intermediary), the Stock Purchase Contract Agent shall, in accordance with the instructions provided by the Holder thereof on the applicable form of Election to Settle Early on the reverse of the Certificate evidencing the related Common Equity Units:

     (i) transfer to the Holder the Debt Securities or Treasury Securities, as applicable, forming a part of such Common Equity Units;

     (ii) deliver to the Holder, by book-entry transfer or in the form of a certificate or certificates, the full number of shares of Common Stock deliverable to such Holders upon such Early Settlement, together with payment in lieu of any fraction of a share, as provided in Section 5.9, as received from the Company, and

     (iii) if so required under the Securities Act, deliver, without any recourse, representation, or warranty, a prospectus for the shares of Common Stock deliverable upon such Early Settlement, as received from the Company.

     (f) In the event that Early Settlement is effected with respect to Stock Purchase Contracts underlying less than all the Common Equity Units evidenced by a Certificate, upon such Early Settlement, the Company shall execute, and the Stock Purchase Contract Agent shall execute on behalf of the Holder, authenticate and deliver to the Holder thereof, at the expense of

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the Company, a Certificate evidencing the Common Equity Units as to which Early Settlement was not effected.

     (g) For avoidance of doubt, a Holder of a Common Equity Unit who effects Early Settlement may, in accordance with and subject to the conditions of Section 5.2, elect to have the Debt Securities no longer a part of a Normal Common Equity Unit remarketed in any Remarketing required to be effected pursuant to such Section.

     SECTION 5.8 Early Settlement Upon Cash Merger.

     (a) If there occurs a Cash Merger before the Third Stock Purchase Date, then, at the option of the Holder thereof, Stock Purchase Contracts underlying Common Equity Units may be settled early (“Cash Merger Early Settlement”) in accordance with, and subject to, this Section 5.8; provided, however, that Holders of Common Equity Units may effect Cash Merger Early Settlement pursuant to this Section 5.8 only in integral multiples of eighty (80) Common Equity Units; provided further that upon a Cash Merger Early Settlement of a Common Equity Unit, such Cash Merger Early Settlement shall apply to each remaining Stock Purchase Contract of such Common Equity Unit whose Stock Purchase Date has not occurred before the applicable Cash Merger Early Settlement Date; provided further that no Cash Merger Early Settlement will be permitted pursuant to this Section 5.8 unless, at the time such Cash Merger Early Settlement is effected, there is an effective registration statement under the Securities Act with respect to the securities to be issued and delivered in connection with such Cash Merger Early Settlement, if such a registration statement is required (in the view of counsel, which need not be in the form of a written opinion, for the Company) under the Securities Act. If such a registration statement is so required, the Company covenants and agrees to use commercially reasonable efforts to (i) have in effect such a registration statement covering the settlement of the Stock Purchase Contracts being settled and (ii) provide a prospectus in connection therewith.

     (b) Within five (5) Business Days of the completion of a Cash Merger, the Company shall provide written notice to Holders of Common Equity Units, the Stock Purchase Contract Agent, and the Collateral Agent of the completion of such Cash Merger, which notice shall specify:

     (i) the date (the “Cash Merger Early Settlement Date”) on which such Cash Merger Early Settlement shall occur, which date shall (1) be at least ten (10) days after the date of such notice; (2) not be later than forty (40) days after the date of such notice; and (3) not be during the period beginning on, and including, the tenth (10th) Business Day immediately preceding any Stock Purchase Date and ending on, and including, such Stock Purchase Date;

     (ii) the date by which Holders must exercise their right to effect a Cash Merger Early Settlement;

     (iii) the Applicable Cash Merger Early Settlement Rate for each series of Stock Purchase Contracts.

     (c) If a Holder effects a Cash Merger Early Settlement of any of its Stock Purchase Contracts, then such Holder shall be entitled to receive the aggregate amount of any unpaid

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Contract Payments that have accrued, on such Stock Purchase Contracts, from, and including, the Payment Date immediately preceding the related Cash Merger Early Settlement Date to, but excluding, such Cash Merger Early Settlement Date, which amount shall, in accordance with Section 5.8(d), either be credited against the amount otherwise payable by such Holder to effect such Cash Merger Early Settlement or, except as otherwise required by the Pledge Agreement, be paid, on such Cash Merger Early Settlement Date, to such Holder; provided, however, that if such Cash Merger Early Settlement Date occurs after a Record Date and on or before the next Payment Date, then the provisions of Section 5.11(e) shall apply instead of this Section 5.8(c).

     (d) In order to exercise the right to effect a Cash Merger Early Settlement with respect to Stock Purchase Contracts, the Holder of the Certificate evidencing the Common Equity Units of which such Purchase Contracts are a part shall, no later than 5:00 p.m. (New York City time) on the third (3rd) Business Day immediately preceding the applicable Cash Merger Early Settlement Date, deliver such Certificate to the Stock Purchase Contract Agent at the Corporate Trust Office duly endorsed for transfer to the Company or in blank with the “Election to Settle Early” form on the reverse thereof duly completed and accompanied by payment (payable to the Company in immediately available funds) in an amount (the “Cash Merger Early Settlement Amount”) equal to (I) the product of (A) the Stated Amount of each Common Equity Unit to be subject to such Cash Merger Early Settlement; and (B) the number of such Common Equity Units to be subject to such Cash Merger Early Settlement, less (II) the aggregate amount of any unpaid Contract Payments on such Stock Purchase Contracts that the Company is required to credit against such amount pursuant to Section 5.8(c); provided, however, that if such Common Equity Unit is a Normal Common Equity Unit, then such Holder may, in lieu of such payment, elect (by checking the appropriate box in such “Election to Settle Early” form) to have the Pledged Debt Securities forming part of such Normal Common Equity Units transferred to the Company in full satisfaction of such Holder’s obligation to deliver the Cash Merger Early Settlement Amount with respect to such Normal Common Equity Units (an “In Kind Settlement Upon Cash Merger Early Settlement”), in which case (A) the Stock Purchase Contract Agent shall (I) deliver such Pledged Debt Securities, duly endorsed for transfer, to the Company and (II) notify the Collateral Agent of such election and (B) the Company shall, except as otherwise required by the Pledge Agreement, pay, on the applicable Cash Merger Early Settlement Date, to such Holder the aggregate amount of any unpaid Contract Payments on such Stock Purchase Contracts that the Company is required to pay to such Holder pursuant to Section 5.8(c).

          Upon the receipt of such Certificate and, unless such Certificate indicates that the Holder thereof has elected In Kind Settlement Upon Cash Merger Early Settlement to apply to the Cash Merger Early Settlement Amount from such Holder, the Stock Purchase Contract Agent shall pay to the Company such Cash Merger Early Settlement Amount, the receipt of which payment the Company shall confirm in writing. The Stock Purchase Contract Agent shall then, in accordance with the Pledge Agreement, notify the Collateral Agent that (A) such Holder has elected to effect a Cash Merger Early Settlement, which notice shall set forth the number of such Stock Purchase Contracts as to which such Holder has elected to effect Cash Merger Early Settlement and (B) the Stock Purchase Contract Agent has received from such Holder, and paid to the Company as confirmed in writing by the Company, the related Cash Merger Early Settlement Amount.

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     (e) Except as provided in Section 5.11(e), upon a Cash Merger Early Settlement of the Stock Purchase Contracts, the rights of the Holders to receive and the obligation of the Company to pay any Contract Payments (including any accrued and unpaid Contract Payments) with respect to such Stock Purchase Contracts shall immediately and automatically terminate.

     (f) Upon a Cash Merger Early Settlement of a Stock Purchase Contract by a Holder of the related Common Equity Unit, the Company shall deliver to the Stock Purchase Contract Agent for delivery to the Holder thereof (or its designee), upon payment of the applicable Cash Merger Early Settlement Amount, a number of Reference Property Units equal to the Applicable Cash Merger Early Settlement Rate.

     (g) “Applicable Cash Merger Early Settlement Rate” means, with respect to a Stock Purchase Contract subject to a Cash Merger Early Settlement upon a Cash Merger, a number of Reference Property Units equal to the amount, set forth in the Series C Make-Whole Table (if such Stock Purchase Contract is a Series C Stock Purchase Contract), the Series D Make-Whole Table (if such Stock Purchase Contract is a Series D Stock Purchase Contract) or the Series E Make-Whole Table (if such Stock Purchase Contract is a Series E Stock Purchase Contract), which amount corresponds to the Cash Merger Effective Date and the Applicable Price of such Cash Merger; provided, however, that:

     (i) if such Cash Merger Effective Date occurs on or after the Initial Scheduled First Stock Purchase Date (if such Stock Purchase Contract is a Series C Stock Purchase Contract), the Initial Scheduled Second Stock Purchase Date (if such Stock Purchase Contract is a Series D Stock Purchase Contract) or the Initial Scheduled Third Stock Purchase Date (if such Stock Purchase Contract is a Series E Stock Purchase Contract), then the Applicable Cash Merger Early Settlement Rate for such Stock Purchase Contract shall be the Settlement Rate, calculated in accordance with Section 5.1;

     (ii) if the Applicable Price of such Cash Merger is between two (2) prices listed in such Make-Whole Table in the row immediately below the title “Applicable Price,” or if the Cash Merger Effective Date of such Cash Merger is between two dates listed in such Make-Whole Table under the column titled “Cash Merger Effective Date,” then the Applicable Cash Merger Early Settlement Rate for such Stock Purchase Contract shall be determined by linear interpolation between the settlement rates set forth for such two prices, or for such two dates based on a three hundred and sixty five (365) or three hundred and sixty six (366) day year, as applicable;

     (iii) if the Applicable Price of such Cash Merger is equal to or greater than the highest price (as adjusted pursuant to Section 5.8(g)(v)) listed in such Make-Whole Table in the row immediately below the title “Applicable Price,” then the Applicable Cash Merger Early Settlement Rate for such Stock Purchase Contract shall be the Minimum Settlement Rate;

     (iv) if the Applicable Price of such Cash Merger is equal to or less than the lowest price (as adjusted pursuant to Section 5.8(g)(v)) listed in such Make-Whole Table in the row immediately below the title “Applicable Price,” then the Applicable Cash

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Merger Early Settlement Rate for such Stock Purchase Contract shall be the Maximum Settlement Rate; and

     (v) if an event occurs that requires, pursuant to Section 5.4(a), an adjustment to the Fixed Settlement Rates, then, on the date and at the time such adjustment is so required to be made, (A) each price set forth in such Make-Whole Table in the row immediately below the title “Applicable Price” shall be deemed to be adjusted so that such price, at and after such time, shall be equal to the product of (1) such price as in effect immediately before such adjustment to such price and (2) a fraction whose numerator is the Maximum Settlement Rate in effect immediately before such adjustment to the Fixed Settlement Rates and whose denominator is the Maximum Settlement Rate to be in effect immediately after such adjustment to the Fixed Settlement Rates; and (B) each settlement rate set forth in such Make-Whole Table shall be deemed to be adjusted so that such settlement rate, at and after such time, shall be equal to the product of (1) such settlement rate as in effect immediately before such adjustment to such settlement rate and (2) a fraction whose numerator is the Maximum Settlement Rate to be in effect immediately after such adjustment to the Fixed Settlement Rates and whose denominator is the Maximum Settlement Rate in effect immediately before such adjustment to the Fixed Settlement Rates.

     (h) No later than the third (3rd) Business Day after the applicable Cash Merger Early Settlement Date of a Common Equity Unit that is subject to Cash Merger Early Settlement, the Company shall cause:

     (i) the Reference Property deliverable upon such Early Settlement, together with any payment in lieu of any fractional property, as provided in Section 5.9, to be transferred to the Stock Purchase Contract Agent for delivery to the Holder of such Common Equity Unit or its designee; and

     (ii) the Treasury Securities or, if In Kind Settlement Upon Cash Merger Early Settlement shall not have been duly elected to apply to such Common Equity Unit, the Pledged Debt Securities forming part of such Common Equity Unit to be released from the Pledge by the Collateral Agent, free and clear of the Company’s security interest therein, and transferred to the Stock Purchase Contract Agent for delivery to the Holder of such Common Equity Unit or its designee.

     (i) Upon a Cash Merger Early Settlement of any Stock Purchase Contracts forming part of a Common Equity Unit (and subject to the receipt of the Reference Property, and any payment in lieu of any fractional property, as provided in Section 5.9, from the Company and the receipt of the Debt Securities or Treasury Securities, as applicable, from the Securities Intermediary), the Stock Purchase Contract Agent shall, in accordance with the instructions provided by the Holder thereof on the applicable form of Election to Settle Early on the reverse of the Certificate evidencing the related Common Equity Units:

     (i) transfer to the Holder the Treasury Securities or, if In Kind Settlement Upon Cash Merger Early Settlement shall not have been duly elected to apply to such

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Common Equity Unit, the Pledged Debt Securities forming a part of such Common Equity Unit;

     (ii) deliver to the Holder the Reference Property deliverable upon such Cash Merger Early Settlement, together with payment in lieu of any fractional property, as provided in Section 5.9, as received from the Company; and

     (iii) if so required under the Securities Act, deliver, without any recourse, representation, or warranty, a prospectus for the shares of Common Stock deliverable upon such Early Settlement, as received from the Company.

     (j) In the event that a Cash Merger Early Settlement is effected with respect to Stock Purchase Contracts underlying less than all the Common Equity Units evidenced by a Certificate, upon such Early Settlement, the Company shall execute, and the Stock Purchase Contract Agent shall execute on behalf of the Holder, authenticate and deliver to the Holder thereof, at the expense of the Company, a Certificate evidencing the Common Equity Units as to which Cash Merger Early Settlement was not effected.

     (k) For avoidance of doubt, a Holder of a Common Equity Unit who effects a Cash Merger Early Settlement may, in accordance with and subject to the conditions of Section 5.2, elect to have the Debt Securities no longer a part of a Normal Common Equity Unit remarketed in any Remarketing required to be conducted pursuant to such Section.

     SECTION 5.9 No Fractional Shares. No fractional shares of Common Stock shall be issued or delivered upon settlement on any Stock Purchase Date, or upon Early Settlement or Cash Merger Early Settlement of any Stock Purchase Contracts. If Certificates evidencing more than one (1) Stock Purchase Contract shall be registered in the name of the same Holder, then the number of full shares of Common Stock that shall be delivered upon settlement shall be computed on the basis of the aggregate number of Stock Purchase Contracts evidenced by the Certificates registered in the name of such Holder. Instead of any fractional share of Common Stock that would otherwise be deliverable upon settlement of any Stock Purchase Contracts on the Stock Purchase Date, or upon Early Settlement or Cash Merger Early Settlement, the Company, through the Stock Purchase Contract Agent, shall make a cash payment in respect of such fractional interest in an amount (as determined by the Company) equal to the product of the percentage of such fractional share multiplied by the VWAP per share of Common Stock as of the Trading Day immediately preceding such Stock Purchase Date or the related Early Settlement Date or Cash Merger Early Settlement Date, as applicable. The Company shall provide the Stock Purchase Contract Agent with sufficient funds to permit the Stock Purchase Contract Agent to make all cash payments required by this Section 5.9 in a timely manner.

     SECTION 5.10 Charges and Taxes. The Company will pay all stock transfer and similar taxes attributable to the initial delivery of the shares of Common Stock pursuant to the Stock Purchase Contracts; provided, however, that the Company shall not be required to pay any such tax or taxes which may be payable in respect of any exchange of or substitution for a Certificate evidencing a Common Equity Unit or any issuance of a share of Common Stock in a name other than that of the registered Holder of a Certificate surrendered in respect of the Common Equity Units evidenced thereby, other than in the name of the Stock Purchase Contract

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Agent, as custodian for such Holder, and the Company shall not be required to issue or deliver such share certificates or Certificates unless or until the Person or Persons requesting the transfer or issuance thereof shall have paid to the Company the amount of such tax or shall have established to the satisfaction of the Company that such tax has been paid.

     SECTION 5.11 Contract Payments.

     (a) Subject to Section 5.11(b), Section 5.11(e) and Section 5.12, the Company shall pay, on each Payment Date, the Contract Payments (net of any withholding tax required by law to be withheld by the Company on such payments, which shall be remitted to the appropriate taxing jurisdiction) payable in respect of each Stock Purchase Contract to the Person in whose name a Certificate is registered at the close of business on the Record Date relating to such Payment Date. The Contract Payments will be payable, at the option of the Company, (i) by wire transfer to the account designated by the Holder thereof by five (5) Business Day’s prior written notice to the Stock Purchase Contract Agent or (ii) by check mailed to the address of the Person entitled thereto at such Person’s address as it appears on the Security Register; provided, however, that if the Common Equity Units are held in the form of a Global Certificate, then the Contract Payments will be payable by wire transfer to the Depositary. Contract Payments payable for any period will be computed on the basis of a 360-day year of twelve 30-day months. Subject to Section 5.11(b), Section 5.11(e) and Section 5.12, Contract Payments on each Stock Purchase Contract will accrue on the Stated Amount of such Stock Purchase Contract from, and including, the most recent date to which Contract Payments on such Stock Purchase Contract have been paid or provided for (or, if no such Contract Payments have been paid or provided for, from, and including, the date of initial issuance of the Common Equity Units) to, but excluding, the next Payment Date.

     (b) Notwithstanding anything in Section 5.11(a) to the contrary, but subject to Section 5.11(e) and to the Company’s right to defer Contract Payments pursuant to Section 5.12:

     (i) if a Stock Purchase Date with respect to any series of Stock Purchase Contracts of the Outstanding Common Equity Units occurs on a day that (A) is not a Payment Date; and (B) is not during the period that begins on, and includes, the calendar day after a Record Date and ends on, and includes, the next succeeding Payment Date, then the Company shall make Contract Payments on such series of Stock Purchase Contracts as if a Payment Date occurred with respect to such series of Stock Purchase Contracts on such Stock Purchase Date and the related Record Date occurred on the fifteenth (15th) calendar day immediately preceding such Stock Purchase Date; provided, however, that the Company may, at its option, upon notice to the Stock Purchase Contract Agent, select any other day as such related Record Date so long as such related Record Date selected is (I) more than one (1) Business Day but less than sixty (60) Business Days prior to such Stock Purchase Date; and (II) administratively acceptable to the Stock Purchase Contract Agent in its reasonable judgment; provided further that this Section 5.11(b)(i) shall not affect the Contract Payments, Purchase Dates or Record Dates of any other series of Stock Purchase Contracts; and

     (ii) if a Stock Purchase Date with respect to any series of Stock Purchase Contracts of the Outstanding Common Equity Units occurs on a day that (A) is not a

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Payment Date; and (B) is during the period that begins on, and includes, the calendar day after a Record Date and ends on, and includes, the next succeeding Payment Date, then the Company shall, in lieu of making Contract Payments on such series of Stock Purchase Contracts on such Payment Date, make Contract Payments on such series of Stock Purchase Contracts as if such Payment Date occurred on such Stock Purchase Date (and, for avoidance of doubt, no Contract Payments on such series of Stock Purchase Contracts shall accrue for any period from and after such Stock Purchase Date, except as provided in Section 5.12); provided, however, that this Section 5.11(b)(ii) shall not affect the Contract Payments, Purchase Dates or Record Dates of any other series of Stock Purchase Contracts.

     (c) Upon the occurrence of a Termination Event, the Company’s obligation to pay Contract Payments on or after such Termination Event (including any accrued Contract Payments) shall cease.

     (d) Each Certificate delivered under this Agreement upon registration of transfer of or in exchange for or in lieu of (including as a result of a Collateral Substitution or the recreation of Normal Common Equity Units) any other Certificate shall carry the right to accrued and unpaid Contract Payments which right was carried by the Stock Purchase Contracts underlying such other Certificates.

     (e) In the case of any Common Equity Units with respect to which Early Settlement or Cash Merger Early Settlement of the underlying Stock Purchase Contracts is effected and the related Early Settlement Date or Cash Merger Early Settlement Date, as applicable, is after any Record Date and on or before the next succeeding Payment Date, Contract Payments otherwise payable on such Payment Date shall be payable on such Payment Date notwithstanding such Early Settlement or Cash Merger Early Settlement, and such Contract Payments shall be paid to the Person in whose name the Certificate evidencing such Common Equity Units is registered at the close of business on such Record Date. Except as otherwise expressly provided in the immediately preceding sentence or in Section 5.8(c), if the Stock Purchase Contracts of a Common Equity Unit are subject to Early Settlement or Cash Merger Early Settlement, Contract Payments that would otherwise be payable after the related Early Settlement Date or Cash Merger Early Settlement Date, as applicable, with respect to such Stock Purchase Contracts shall not be payable.

     (f) The Company’s obligations with respect to Contract Payments, if any, will be subordinated and junior in right of payment to the Company’s obligations under any existing or future Senior Debt.

     (g) In the event of (A) any insolvency, bankruptcy, receivership, liquidation, reorganization, readjustment, composition or other similar proceeding relating to the Company or its property, (B) any proceeding for the liquidation, dissolution or other winding up of the Company, voluntary or involuntary, whether or not involving insolvency or bankruptcy proceedings, (C) any assignment by the Company for the benefit of creditors, or (D) any other marshalling of the assets of the Company:

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     (i) all existing and future Senior Debt (including any interest thereon accruing after the commencement of any such proceedings) shall first be paid in full before any payment or distribution, whether in cash, securities or other property, shall be made with respect to Contract Payments to any Holder of Common Equity Units;

     (ii) any payment or distribution, whether in cash, securities or other property, which would otherwise (but for these subordination provisions) be payable or deliverable with respect to Contract Payments on the Common Equity Units shall be paid or delivered directly to the holders of existing and future Senior Debt in accordance with the priorities then existing among such holders until all existing and future Senior Debt (including any interest thereon accruing after the commencement of any such proceedings) shall have been paid in full;

     (iii) after payment in full of all sums owing with respect to Senior Debt, the Holders of Common Equity Units, together with the holders of any obligations of the Company ranking on a parity with the Common Equity Units, shall be entitled to be paid from the remaining assets, if any, of the Company the amounts due and owing on account of unpaid Contract Payments and interest thereon and such other obligations before any payment or other distribution, whether in cash, property or otherwise, shall be made on account of any capital stock or any obligations of the Company ranking junior to the Company’s obligations under the Stock Purchase Contracts and such other obligations; and

     (iv) in the event that, notwithstanding the foregoing, any payment or distribution of any character or any security, whether in cash, securities or other property, shall be received by the Stock Purchase Contract Agent or any Holder of Common Equity Units in contravention of any of the terms of this Section 5.11(g), such payment or distribution or security shall be received in trust for the benefit of, and shall be paid over or delivered and transferred to, the holders of the Senior Debt at the time outstanding in accordance with the written instruction of the Company and the priorities then existing among such holders for application to the payment of all secured and Senior Debt remaining unpaid, to the extent necessary to pay all such existing and future Senior Debt in full. In the event of the failure of the Stock Purchase Contract Agent or any Holder of Common Equity Units to endorse or assign any such payment, distribution or security, each holder of existing and future Senior Debt is hereby irrevocably authorized to endorse or assign the same.

     (h) For purposes of Section 5.11(f) through (r), inclusive, the words “cash, property or securities” shall not be deemed to include shares of stock of the Company as reorganized or readjusted, or securities of the Company or any other Person provided for by a plan of reorganization or readjustment, the payment of which is subordinated at least to the extent provided in Section 5.11(f) through (r), inclusive, with respect to such Contract Payments on the Common Equity Units to the payment of all existing and future Senior Debt which may at the time be outstanding; provided that (i) the indebtedness or guarantee of indebtedness, as the case may be, that constitutes Senior Debt is assumed by the Person, if any, resulting from any such reorganization or readjustment, and (ii) the rights of the holders of the Senior Debt are not,

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without the consent of each such holder adversely affected thereby, altered by such reorganization or readjustment.

     (i) Any failure by the Company to make any payment on or perform any other obligation under existing and future Senior Debt (other than any indebtedness incurred by the Company or assumed or guaranteed, directly or indirectly, by the Company for money borrowed (or any deferral, renewal, extension or refunding thereof) or any indebtedness or obligation as to which the provisions of Section 5.11(f) through (r), inclusive, shall have been waived by the Company in the instrument or instruments by which the Company incurred, assumed, guaranteed or otherwise created such indebtedness or obligation) shall not be deemed a default or event of default under this Agreement if (i) the Company shall be disputing its obligation to make such payment or perform such obligation and (ii) either (A) no final judgment relating to such dispute shall have been issued against the Company which is in full force and effect and is not subject to further review, including a judgment that has become final by reason of the expiration of the time within which a party may seek further appeal or review, or (B) in the event a judgment that is subject to further review or appeal has been issued, the Company shall in good faith be prosecuting an appeal or other proceeding for review and a stay of execution shall have been obtained pending such appeal or review.

     (j) Subject to the irrevocable payment in full of all existing and future Senior Debt, the Holders of the Common Equity Units shall be subrogated (equally and ratably with the holders of all obligations of the Company which by their express terms are subordinated to Senior Debt of the Company to the same extent as payment of the Contract Payments in respect of the Stock Purchase Contracts underlying the Common Equity Units is subordinated and which are entitled to like rights of subrogation) to the rights of the holders of Senior Debt to receive payments or distributions of cash, property or securities of the Company applicable to the Senior Debt until all such Contract Payments owing on the Common Equity Units shall be paid in full, and, as between the Company, its creditors other than holders of such Senior Debt and the Holders, no such payment or distribution made to the holders of Senior Debt by virtue of Section 5.11(f) through (r), inclusive, that otherwise would have been made to the Holders shall be deemed to be a payment by the Company on account of such Senior Debt, it being understood that the provisions of Section 5.11(f) through (r), inclusive, are and are intended solely for the purpose of defining the relative rights of the Holders, on the one hand, and the holders of Senior Debt, on the other hand.

     (k) Nothing contained in Section 5.11(f) through (r), inclusive, or elsewhere in this Agreement or in the Common Equity Units is intended to or shall impair, as among the Company, its creditors other than the holders of Senior Debt and the Holders, the obligation of the Company, which is absolute and unconditional, to pay to the Holders such Contract Payments on the Common Equity Units as and when the same shall become due and payable in accordance with their terms, or is intended to or shall affect the relative rights of the Holders and creditors of the Company other than the holders of Senior Debt, nor shall anything herein or therein prevent any Holder from exercising all remedies otherwise permitted by applicable law upon default under this Agreement, subject to the rights, if any, under Section 5.11(f) through (r), of the holders of Senior Debt in respect of cash, property or securities of the Company received upon the exercise of any such remedy.

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     (l) Upon payment or distribution of assets of the Company referred to in Section 5.11(f) through (r), inclusive, the Stock Purchase Contract Agent and the Holders shall be entitled to rely upon any order or decree made by any court of competent jurisdiction in which any such dissolution, winding up, liquidation or reorganization proceeding affecting the affairs of the Company is pending or upon a certificate of the trustee in bankruptcy, receiver, assignee for the benefit of creditors, liquidating trustee or Stock Purchase Contract Agent or other person making any payment or distribution, delivered to the Stock Purchase Contract Agent or to the Holders, for the purpose of ascertaining the Persons entitled to participate in such payment or distribution, the holders of the Senior Debt and other indebtedness of the Company, the amount thereof or payable thereon, the amount or amounts paid or distributed thereon and all other facts pertinent thereto or to this Section 5.11(f) through (r), inclusive.

     (m) The Stock Purchase Contract Agent shall be entitled to rely on the delivery to it of a written notice by a Person representing himself to be a holder of Senior Debt (or a trustee or representative on behalf of such holder) to establish that such notice has been given by a holder of Senior Debt or a trustee or representative on behalf of any such holder or holders. In the event that the Stock Purchase Contract Agent determines in good faith that further evidence is required with respect to the right of any Person as a holder of Senior Debt to participate in any payment or distribution pursuant to Section 5.11(f) through (r), inclusive, the Stock Purchase Contract Agent may request such Person to furnish evidence to the reasonable satisfaction of the Stock Purchase Contract Agent as to the amount of Senior Debt held by such Person, the extent to which such Person is entitled to participate in such payment or distribution and any other facts pertinent to the rights of such Person under Section 5.11(f) through (r), inclusive, and, if such evidence is not furnished, the Stock Purchase Contract Agent may defer payment to such Person pending judicial determination as to the right of such Person to receive such payment.

     (n) Nothing contained in Section 5.11(f) through (r), inclusive, shall affect the obligations of the Company to make, or prevent the Company from making, payment of the Contract Payments, except as otherwise provided in this Section 5.11(f) through (r), inclusive.

     (o) Each Holder of Common Equity Units, by its acceptance thereof, shall be deemed to have authorized and directed the Stock Purchase Contract Agent on its behalf to take such action as may be necessary or appropriate to effectuate the subordination provided in Section 5.11(f) through (r), inclusive, and to have appointed the Stock Purchase Contract Agent its attorney-in-fact, as the case may be, for any and all such purposes.

     (p) The Company shall give prompt written notice to the Stock Purchase Contract Agent of any fact known to the Company that would prohibit the making of any payment of moneys to or by the Stock Purchase Contract Agent in respect of the Common Equity Units pursuant to the provisions of this Section. Notwithstanding the provisions of Section 5.11(f) through (r), inclusive, or any other provisions of this Agreement, the Stock Purchase Contract Agent shall not be charged with knowledge of the existence of any facts that would prohibit the making of any payment of moneys to or by the Stock Purchase Contract Agent, or the taking of any other action by the Stock Purchase Contract Agent, unless and until the Stock Purchase Contract Agent shall have received written notice thereof mailed or delivered to the Stock Purchase Contract Agent at its Corporate Trust Office from the Company, any Holder, or the holder or representative of, trustee for, any Senior Debt; provided that if at least two (2) Business

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Days prior to the date upon which by the terms hereof any such moneys may become payable for any purpose, the Stock Purchase Contract Agent shall not have received with respect to such moneys the notice provided for in this Section, then, anything herein contained to the contrary notwithstanding, the Stock Purchase Contract Agent shall have full power and authority to receive such moneys and to apply the same to the purpose for which they were received and shall not be affected by any notice to the contrary that may be received by it within two (2) Business Days prior to or on or after such date.

     (q) The Stock Purchase Contract Agent in its individual capacity shall be entitled to all the rights set forth in this Section with respect to any Senior Debt at the time held by it, to the same extent as any other holder of Senior Debt, and nothing in this Agreement shall deprive the Stock Purchase Contract Agent of any of its rights as such holder.

     (r) No right of any present or future holder of any Senior Debt to enforce the subordination herein shall at any time or in any way be prejudiced or impaired by any act or failure to act on the part of the Company or by any noncompliance by the Company with the terms, provisions and covenants of this Agreement, regardless of any knowledge thereof which any such holder may have or be otherwise charged with.

     (s) Nothing in this Section 5.11 shall apply to claims of, or payments to, the Stock Purchase Contract Agent under or pursuant to Section 7.7.

     (t) With respect to the holders of existing and future Senior Debt, (i) the duties and obligations of the Stock Purchase Contract Agent shall be determined solely by the express provisions of this Agreement; (ii) the Stock Purchase Contract Agent shall not be liable to any such holders if it shall, acting in good faith, mistakenly pay over or distribute to the Holders or to the Company or any other Person cash, property or securities to which any holders of existing and future Senior Debt shall be entitled by virtue of this Section 5.11 or otherwise; (iii) no implied covenants or obligations shall be read into this Agreement against the Stock Purchase Contract Agent; and (iv) the Stock Purchase Contract Agent shall not be deemed to be a fiduciary as to such holders.

     SECTION 5.12 Deferral of Contract Payments.

     (a) The Company shall have the right, at any time prior to the Third Stock Purchase Date, to defer the payment of any or all of the Contract Payments (including any Deferred Contract Payments) otherwise payable on any Payment Date, but only if the Company shall give the Holders and the Stock Purchase Contract Agent written notice of its election to defer each such deferred Contract Payment (specifying the amount to be deferred) at least ten (10) Business Days prior to the earlier of (i) the next succeeding Payment Date or (ii) the date the Company is required to give notice of the Record Date or Payment Date with respect to payment of such Contract Payments to the NYSE or other applicable self-regulatory organization or to Holders of the Common Equity Units, but in any event no later than one (1) Business Day prior to such scheduled Record Date. Any Contract Payments so deferred shall, to the extent permitted by law, accrue interest thereon at an annual rate equal to the applicable Contact Payment Deferral Rate (computed on the basis of a 360-day year consisting of twelve 30-day months), compounding on each succeeding Payment Date, until paid in full (such deferred installments of

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Contract Payments, if any, together with the additional Contract Payments, if any, accrued thereon, being referred to herein as the “Deferred Contract Payments”). Deferred Contract Payments, if any, shall be due on the next succeeding Payment Date, except to the extent that payment thereof is deferred pursuant to this Section 5.12. No Contract Payments may be deferred to a date that is after the Third Stock Purchase Date, and no such deferral period may end other than on a Payment Date or a Stock Purchase Date. If the Stock Purchase Contracts are terminated upon the occurrence of a Termination Event, the Holder’s right to receive Contract Payments, if any, and any Deferred Contract Payments on or after such Termination Event, will terminate.

     (b) In the event that the Company elects to defer the payment of Contract Payments on the Stock Purchase Contracts until a Payment Date that is prior to a Stock Purchase Date, then all Deferred Contract Payments, if any, shall be payable to the registered Holders as of the close of business on the Record Date immediately preceding such Payment Date.

     (c) In the event that the Company elects to defer the payment of Contract Payments on the Stock Purchase Contracts, and the Deferred Contract Payments are not paid prior to the applicable Stock Purchase Date, then each Holder will, in respect of such deferred payments and in lieu of a cash payment therefor, receive, on such Stock Purchase Date, in the sole discretion of the Company, either (i) a number of shares of Common Stock (in addition to the shares of Common Stock otherwise due upon settlement of such Stock Purchase Contracts) equal to a fraction (A) whose numerator is the aggregate amount of Deferred Contract Payments payable to such Holder (net of any required tax withholding on such Deferred Contract Payment, which shall be remitted to the appropriate taxing jurisdiction) and (B) whose denominator is the VWAP per share of Common Stock on the Trading Day immediately preceding such Stock Purchase Date; or (ii) Unsecured Debentures which will (A) have a principal amount equal to the aggregate amount of Deferred Contract Payments, (B) mature on the date that is eighteen (18) months after the Initial Scheduled Third Stock Purchase Date, (C) bear interest at an annual rate equal to the then market rate of interest for similar instruments (not to exceed ten percent (10%)), as determined by a nationally recognized investment banking firm selected by the Company, (D) be subordinate and rank junior in right of payment to all of the Company’s existing and future Senior Debt on the same basis as the Contract Payments, and (E) not be redeemable by the Company prior to their stated maturity.

     (d) Notwithstanding anything herein to the contrary, no fractional shares of Common Stock will be issued by the Company with respect to the payment of Deferred Contract Payments on the Stock Purchase Date. In lieu of fractional shares otherwise issuable with respect to such payment of Deferred Contract Payments, the Holder will be entitled to receive an amount in cash as provided in Section 5.9.

     (e) In the event the Company exercises its option to defer the payment of Contract Payments then, until the earlier of (x) the Termination Date or (y) the date on which the Deferred Contract Payments have been paid, the Company shall not (A) declare or pay dividends on, make distributions with respect to, or redeem, purchase or acquire, or make a liquidation payment with respect to, any of the Company’s Capital Stock; (B) make any payment of principal of, or interest or premium, if any, on or repay, repurchase or redeem any debt securities issued by the Company that rank equally with or junior to the Company’s junior subordinated debt securities;

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and (C) make any payment under any guarantee that ranks equally with junior subordinated debt securities of the Company, in each case other than:

     (i) any repurchase, redemption or other acquisition of shares of capital stock of the Company in connection with (x) any employment contract, benefit plan or other similar arrangement with or for the benefit of any one or more employees, officers, directors, consultants or independent contractors, (y) a dividend reinvestment or stockholder purchase plan, or (z) the issuance of capital stock of the Company, or securities convertible into or exercisable for such capital stock, as consideration in an acquisition transaction entered into before the date the Company first exercises its option to defer Contract Payments;

     (ii) any exchange, redemption or conversion of any class or series of capital stock of the Company, or the capital stock of one of the Company’s subsidiaries, for any other class or series of capital stock of the Company, or of any class or series of the Company’s indebtedness for any class or series of capital stock of the Company;

     (iii) any purchase of, or payment of cash in lieu of, fractional interests in shares of capital stock of the Company pursuant to the conversion or exchange provisions of such capital stock or the securities being converted or exchanged;

     (iv) any declaration of a dividend in connection with any rights plan, or the issuance of rights, stock or other property under any rights plan, or the redemption or repurchase of rights pursuant thereto; and

     (v) any dividend in the form of stock, warrants, options or other rights where the dividend stock or stock issuable upon exercise of such warrants, options or other rights is the same stock as that on which the dividend is being paid or ranks equal with or junior to such stock.

ARTICLE VI
Remedies

     SECTION 6.1 Certain Rights of Holders. Except as otherwise provided herein, each Holder of a Common Equity Unit shall have the right, which is absolute and unconditional: (i) subject to Article V, to receive each Contract Payment with respect to the Stock Purchase Contracts comprising part of such Common Equity Units on the respective Payment Dates for such Common Equity Units and (ii) except upon and following a Termination Event, to purchase shares of Common Stock pursuant to such Stock Purchase Contracts and, in each such case, to institute suit for the enforcement of any such right to receive Contract Payments and the right to purchase shares of Common Stock, and such rights shall not be impaired without the consent of such Holder.

     SECTION 6.2 Restoration of Rights and Remedies. If any Holder has instituted any proceeding to enforce any right or remedy under this Agreement and such proceeding has been discontinued or abandoned for any reason, or has been determined adversely to such Holder, then and in every such case, subject to any determination in such proceeding, the Company and such

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Holder shall be restored severally and respectively to their former positions hereunder, and thereafter all rights and remedies of such Holder shall continue as though no such proceeding had been instituted.

     SECTION 6.3 Rights and Remedies Cumulative. Except as otherwise provided with respect to the replacement or payment of mutilated, destroyed, lost or stolen Certificates in the last paragraph of Section 3.9, no right or remedy herein conferred upon or reserved to the Holders is intended to be exclusive of any other right or remedy, and every right and remedy shall, to the extent permitted by law, be cumulative and in addition to every other right and remedy given hereunder or now or hereafter existing at law or in equity or otherwise. The assertion or employment of any right or remedy hereunder, or otherwise, shall not prevent the concurrent assertion or employment of any other appropriate right or remedy.

     SECTION 6.4 Delay or Omission Not Waiver. No delay or omission of any Holder to exercise any right upon a default or remedy upon a default shall impair any such right or remedy or constitute a waiver of any such right. Every right and remedy given by this Article VI or by law to the Holders may be exercised from time to time, and as often as may be deemed expedient, by such Holders.

     SECTION 6.5 Undertaking for Costs. All parties to this Agreement agree, and each Holder of a Common Equity Unit, by its acceptance of such Common Equity Units shall be deemed to have agreed, that any court may in its discretion require, in any suit for the enforcement of any right or remedy under this Agreement, or in any suit against the Stock Purchase Contract Agent for any action taken, suffered or omitted by it as Stock Purchase Contract Agent, the filing by any party litigant in such suit of an undertaking to pay the costs of such suit, and that such court may in its discretion assess reasonable costs, including reasonable attorneys’ fees and costs against any party litigant in such suit, having due regard to the merits and good faith of the claims or defenses made by such party litigant; provided, however, that the provisions of this Section shall not apply to any suit instituted by the Stock Purchase Contract Agent, to any suit instituted by any Holder, or group of Holders, holding in the aggregate more than 10% of the Outstanding Common Equity Units, or to any suit instituted by any Holder for the enforcement of rights to interest or other payments in respect of any Debt Securities, or rights to Contract Payments, on or after the respective Payment Date therefor in respect of any Common Equity Units held by such Holder, or for enforcement of the right to purchase shares of Common Stock under the Stock Purchase Contracts constituting part of any Common Equity Units held by such Holder.

     SECTION 6.6 Waiver of Stay or Extension Laws. The Company covenants (to the extent that it may lawfully do so) that it will not at any time insist upon, or plead, or in any manner whatsoever claim or take the benefit or advantage of, any stay or extension law wherever enacted, now or at any time hereafter in force, which may affect the covenants or the performance of this Agreement; and the Company (to the extent that it may lawfully do so) hereby expressly waives all benefit or advantage of any such law and covenants that it will not hinder, delay or impede the execution of any power herein granted to the Stock Purchase Contract Agent or the Holders, but will suffer and permit the execution of every such power as though no such law had been enacted.

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ARTICLE VII
Stock Purchase Contract Agent

     SECTION 7.1 Certain Duties and Responsibilities.

     (a) The Stock Purchase Contract Agent:

     (i) undertakes to perform, with respect to the Common Equity Units, such duties and only such duties as are or will be specifically set forth in this Agreement, the Pledge Agreement or the Remarketing Agreements, and no implied covenants or obligations shall be read into this Agreement, the Pledge Agreement or any Remarketing Agreement against the Stock Purchase Contract Agent; and

     (ii) in the absence of bad faith or negligence on its part, may, with respect to the Common Equity Units, conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon certificates or opinions furnished to the Stock Purchase Contract Agent and conforming to the requirements of this Agreement, the Pledge Agreement or any Remarketing Agreement, as applicable, but in the case of any certificates or opinions which by any provision hereof are specifically required to be furnished to the Stock Purchase Contract Agent, the Stock Purchase Contract Agent shall be under a duty to examine the same to determine whether or not they conform to the requirements of this Agreement, the Pledge Agreement or the applicable Remarketing Agreement, as applicable (but need not confirm or investigate the accuracy of the mathematical calculations or other facts stated therein).

     (b) No provision of this Agreement, the Pledge Agreement or any Remarketing Agreement shall be construed to relieve the Stock Purchase Contract Agent from liability for its own negligent action, its own negligent failure to act, or its own willful misconduct, except that:

     (i) this subsection shall not be construed to limit the effect of subsection (a) of this Section;

     (ii) the Stock Purchase Contract Agent shall not be liable with respect to any action taken or omitted to be taken by it in good faith in accordance with a direction from the Holders of at least a majority in number of the Outstanding Common Equity Units received by it pursuant to Section 7.3(m);

     (iii) the Stock Purchase Contract Agent shall not be liable for any error of judgment made in good faith by a Responsible Officer, unless it shall be conclusively determined by a court of competent jurisdiction that the Stock Purchase Contract Agent was negligent in ascertaining the pertinent facts; and

     (iv) no provision of this Agreement, the Pledge Agreement or any Remarketing Agreement shall require the Stock Purchase Contract Agent to expend or risk its own funds or otherwise incur any financial liability in the performance of any of its duties hereunder or thereunder, or in the exercise of any of its rights or powers, if it shall have reasonable grounds for believing that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured to it.

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     (c) Whether or not therein expressly so provided, every provision of this Agreement, the Pledge Agreement or the Remarketing Agreements relating to the conduct or affecting the liability of or affording protection to the Stock Purchase Contract Agent shall be subject to the provisions of this Article.

     (d) The Stock Purchase Contract Agent is authorized to execute and deliver the Pledge Agreement and the Remarketing Agreement in its capacity as Stock Purchase Contract Agent.

     SECTION 7.2 Notice of Default. If (i) a default by the Company hereunder shall occur and (ii) either (A) a Responsible Officer of the Stock Purchase Contract Agent has actual knowledge of such default or (B) Holders of at least twenty five percent (25%) of the aggregate Stated Amount of the Outstanding Common Equity Units notify the Company and the Stock Purchase Contract Agent of such default, then the Stock Purchase Contract Agent shall, within thirty (30) days after the later of occurrence of such default, or actual knowledge thereof, or the receipt by the Stock Purchase Contract Agent of such notice by such Holders, transmit by mail to the Company and the Holders of Common Equity Units, as their names and addresses appear in the Security Register, notice of such default hereunder, unless such default shall have been cured or waived.

     SECTION 7.3 Certain Rights of Stock Purchase Contract Agent. Subject to the provisions of Section 7.1:

     (a) the Stock Purchase Contract Agent may, in the absence of bad faith, conclusively rely and shall be fully protected in acting or refraining from acting upon any resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, bond, preferred securities, note, other evidence of indebtedness or other paper or document believed by it to be genuine and to have been signed or presented by the proper party or parties;

     (b) any request or direction of the Company mentioned herein shall be sufficiently evidenced by an Officers’ Certificate, Issuer Order or Issuer Request, and any resolution of the Board of Directors of the Company may be sufficiently evidenced by a Board Resolution;

     (c) whenever, in the administration of this Agreement, the Pledge Agreement or any Remarketing Agreement, the Stock Purchase Contract Agent shall deem it desirable that a matter be proved or established prior to taking, suffering or omitting to take any action hereunder, the Stock Purchase Contract Agent (unless other evidence be herein specifically prescribed in this Agreement) may, in the absence of bad faith on its part, conclusively rely upon an Officers’ Certificate of the Company;

     (d) the Stock Purchase Contract Agent may consult with counsel of its selection, and the advice of such counsel or any Opinion of Counsel shall be full and complete authorization and protection in respect of any action taken, suffered or omitted by it hereunder, or under the Pledge Agreement or any Remarketing Agreement, in good faith and in reliance thereon;

     (e) the Stock Purchase Contract Agent shall not be bound to make any investigation into the facts or matters stated in any resolution, certificate, statement, instrument, opinion,

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report, notice, request, direction, consent, order, bond, debenture, note, other evidence of indebtedness or other paper or document, but the Stock Purchase Contract Agent may make reasonable further inquiry or investigation into such facts or matters related to the execution, delivery and performance of the Stock Purchase Contracts, and, if the Stock Purchase Contract Agent makes such further inquiry or investigation, it shall be entitled to examine the relevant books, records and premises of the Company, personally or by agent or attorney;

     (f) the Stock Purchase Contract Agent may execute any of the powers hereunder or perform any duties hereunder, or under the Pledge Agreement or any Remarketing Agreement, either directly or by or through agents, attorneys, custodians or nominees or an Affiliate, and the Stock Purchase Contract Agent shall not be responsible for any misconduct or negligence on the part of any agent, attorney, custodian or nominee or an Affiliate appointed with due care by it hereunder;

     (g) the Stock Purchase Contract Agent shall be under no obligation to exercise any of the rights or powers vested in it by this Agreement at the request or direction of any of the Holders pursuant to this Agreement, unless such Holders shall have offered to the Stock Purchase Contract Agent security or indemnity reasonably satisfactory to the Stock Purchase Contract Agent against the costs, expenses and liabilities which might be incurred by it in compliance with such request or direction;

     (h) the Stock Purchase Contract Agent shall not be liable for any action taken, suffered, or omitted to be taken by it in the absence of negligence or willful misconduct by it;

     (i) the Stock Purchase Contract Agent shall not be deemed to have notice of any default hereunder unless a Responsible Officer of the Stock Purchase Contract Agent has actual knowledge thereof or unless written notice of any event that is in fact such a default is received by the Stock Purchase Contract Agent at the Corporate Trust Office of the Stock Purchase Contract Agent from the Company or the Holders of at least twenty five percent (25%) of the aggregate Stated Amount of the Outstanding Common Equity Units, and such notice references the Common Equity Units and this Agreement;

     (j) the Stock Purchase Contract Agent may request that the Company deliver an Officers’ Certificate setting forth the names of individuals and/or titles of officers authorized at such time to take specified actions pursuant to this Agreement, which Officers’ Certificate may be signed by any person authorized to sign an Officers’ Certificate, including any person specified as so authorized in any such certificate previously delivered and not superseded;

     (k) the rights, privileges, protections, immunities and benefits given to the Stock Purchase Contract Agent, including, without limitation, its right to be indemnified, are extended to, and shall be enforceable by, the Stock Purchase Contract Agent in each of its capacities hereunder, and to each agent, custodian and other Person employed to act hereunder;

     (l) the Stock Purchase Contract Agent shall not be required to initiate or conduct any litigation or collection proceedings hereunder and shall have no responsibilities with respect to any default hereunder except as expressly set forth herein; and

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     (m) in each case that the Stock Purchase Contract Agent may or is required hereunder or under the Pledge Agreement or any Remarketing Agreement to take any action, including without limitation to make any determination or judgment, to give consents, to exercise rights, powers or remedies, or otherwise to act hereunder or thereunder, the Stock Purchase Contract Agent may seek direction from the Holders of at least a majority in number of the Outstanding Common Equity Units. The Stock Purchase Contract Agent shall not be liable with respect to any action taken or omitted to be taken by it in good faith in accordance with the direction from the Holders of at least a majority in number of the Outstanding Common Equity Units. If the Stock Purchase Contract Agent shall request direction from the Holders of at least a majority in number of the Outstanding Common Equity Units with respect to any action, the Stock Purchase Contract Agent shall be entitled to refrain from such action unless and until such the Stock Purchase Contract Agent shall have received direction from the Holders of at least a majority in number of the Outstanding Common Equity Units, and the Stock Purchase Contract Agent shall not incur liability to any Person by reason of so refraining.

     SECTION 7.4 Not Responsible for Recitals or Issuance of Common Equity Units. The recitals contained herein, in the Pledge Agreement, any Remarketing Agreement or in the Certificates shall be taken as the statements of the Company, and the Stock Purchase Contract Agent assumes no responsibility for their accuracy or validity. The Stock Purchase Contract Agent makes no representations as to the validity or sufficiency of this Agreement, the Common Equity Units, any Remarketing Agreement, the Pledge Agreement, the Pledge or the Collateral and shall have no responsibility for perfecting or maintaining the perfection of any security interest in the Collateral. The Stock Purchase Contract Agent shall not be accountable for the use or application by the Company of the proceeds in respect of the Stock Purchase Contracts or for determining whether the parties to the Investor Rights Agreement have complied therewith (including, without limitation, compliance with any restriction on the transfer of any Common Equity Units).

     The Stock Purchase Contract Agent shall only be responsible for transferring money, securities or other property in accordance with the terms herein to the extent that such money, securities or other property are actually received by the Stock Purchase Contract Agent.

     SECTION 7.5 May Hold Common Equity Units. Any Security Registrar or any other agent of the Company, or the Stock Purchase Contract Agent and its Affiliates, in their individual or any other capacity, may become the owner or pledgee of Common Equity Units and may otherwise deal with the Company, the Collateral Agent or any other Person with the same rights it would have if it were not Security Registrar or such other agent, or the Stock Purchase Contract Agent or its Affiliate. The Company may become the owner or pledgee of Common Equity Units.

     SECTION 7.6 Money Held in Custody. Money held by the Stock Purchase Contract Agent in custody hereunder need not be segregated from the Stock Purchase Contract Agent’s other funds except to the extent required by law or provided herein. The Stock Purchase Contract Agent shall be under no obligation to invest or pay interest on any money received by it hereunder except as otherwise provided hereunder or agreed in writing with the Company.

     SECTION 7.7 Compensation and Reimbursement. The Company agrees:

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     (a) to pay to the Stock Purchase Contract Agent compensation for all services rendered by it hereunder, under the Pledge Agreement or any Remarketing Agreement as the Company and the Stock Purchase Contract Agent shall from time to time agree in writing;

     (b) except as otherwise expressly provided for herein, to reimburse the Stock Purchase Contract Agent upon its request for all reasonable expenses, disbursements and advances incurred or made by the Stock Purchase Contract Agent in accordance with any provision of this Agreement, the Pledge Agreement or any Remarketing Agreement (including the reasonable compensation and the expenses and disbursements of its agents and counsel) in connection with the negotiation, preparation, execution and delivery and performance of this Agreement, the Pledge Agreement or any Remarketing Agreement and any modification, supplement or waiver of any of the terms thereof, except any such expense, disbursement or advance as may be attributable to its negligence or willful misconduct; and

     (c) to indemnify the Stock Purchase Contract Agent and any predecessor Stock Purchase Contract Agent (and each of its directors, officers, agents and employees (collectively, the “Indemnitees”) for, and to hold each of them harmless against, any loss, claim, damage, fine, penalty, liability or expense (including reasonable fees and expenses of counsel) incurred without negligence or willful misconduct on their part, arising out of or in connection with the acceptance or administration of its duties hereunder and under the Pledge Agreement or any Remarketing Agreement, including the Indemnitees’ reasonable costs and expenses of defending themselves against any claim (whether asserted by the Company, a Holder or any other Person) or liability in connection with the exercise or performance of any of the Stock Purchase Contract Agent’s powers or duties hereunder or thereunder.

     The provisions of this Section shall survive the resignation or removal of the Stock Purchase Contract Agent and the termination of this Agreement.

     SECTION 7.8 Corporate Stock Purchase Contract Agent Required; Eligibility. There shall at all times be a Stock Purchase Contract Agent hereunder which shall be a Person organized and doing business under the laws of the United States of America, any State thereof or the District of Columbia, authorized under such laws to exercise corporate trust powers, having (or being a member of a bank holding company having) a combined capital and surplus of at least fifty million dollars ($50,000,000) and subject to supervision or examination by Federal or State authority. If such Person publishes reports of condition at least annually, pursuant to law or to the requirements of said supervising or examining authority, then for the purposes of this Section, the combined capital and surplus of such Person shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published. If at any time the Stock Purchase Contract Agent shall cease to be eligible in accordance with the provisions of this Section, it shall resign immediately in the manner and with the effect hereinafter specified in this Article VII.

     SECTION 7.9 Resignation and Removal; Appointment of Successor.

     (a) No resignation or removal of the Stock Purchase Contract Agent and no appointment of a successor Stock Purchase Contract Agent pursuant to this Article VII shall

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become effective until the acceptance of appointment by the successor Stock Purchase Contract Agent in accordance with the applicable requirements of Section 7.10.

     (b) The Stock Purchase Contract Agent may resign at any time by giving written notice thereof to the Company thirty (30) days prior to the effective date of such resignation. If the instrument of acceptance by a successor Stock Purchase Contract Agent required by Section 7.10 shall not have been delivered to the Stock Purchase Contract Agent within thirty (30) days after the giving of such notice of resignation, the resigning Stock Purchase Contract Agent may, at the Company’s expense, petition any court of competent jurisdiction for the appointment of a successor Stock Purchase Contract Agent.

     (c) The Stock Purchase Contract Agent may be removed at any time, upon thirty (30) days’ notice, by Act of the Holders of at least a majority in number of the Outstanding Common Equity Units delivered to the Stock Purchase Contract Agent and the Company. If the instrument of acceptance by a successor Stock Purchase Contract Agent required by Section 7.10 shall not have been delivered to the Stock Purchase Contract Agent within thirty (30) days after such Act, the Stock Purchase Contract Agent being removed may, at the Company’s expense, petition any court of competent jurisdiction for the appointment of a successor Stock Purchase Contract Agent.

     (d) If at any time:

     (i) the Stock Purchase Contract Agent fails to comply with Section 310(b) of the TIA, as if the Stock Purchase Contract Agent were an indenture trustee under an indenture qualified under the TIA, and shall fail to resign after written request therefor by the Company or by any Holder who has been a bona fide Holder of a Common Equity Unit for at least six (6) months;

     (ii) the Stock Purchase Contract Agent shall cease to be eligible under Section 7.8 and shall fail to resign after written request therefor by the Company or by any Holder; or

     (iii) the Stock Purchase Contract Agent shall become incapable of acting or shall be adjudged a bankrupt or insolvent or a receiver of the Stock Purchase Contract Agent or of its property shall be appointed or any public officer shall take charge or control of the Stock Purchase Contract Agent or of its property or affairs for the purpose of rehabilitation, conservation or liquidation,

then, in any such case, (i) the Company by a Board Resolution may remove the Stock Purchase Contract Agent, or (ii) any Holder who has been a bona fide Holder of a Common Equity Unit for at least six (6) months may, on behalf of himself and all others similarly situated, petition any court of competent jurisdiction for the removal of the Stock Purchase Contract Agent and the appointment of a successor Stock Purchase Contract Agent.

     (e) If the Stock Purchase Contract Agent shall resign, be removed or become incapable of acting, or if a vacancy shall occur in the office of Stock Purchase Contract Agent for any reason, the Company, by a Board Resolution, shall promptly appoint a successor Stock Purchase Contract Agent and shall comply with the applicable requirements of Section 7.10. If

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no successor Stock Purchase Contract Agent shall have been so appointed by the Company and accepted appointment in the manner required by Section 7.10, any Holder who has been a bona fide Holder of a Common Equity Unit for at least six (6) months, on behalf of itself and all others similarly situated, or the Stock Purchase Contract Agent may, petition, at the expense of the Company, any court of competent jurisdiction for the appointment of a successor Stock Purchase Contract Agent.

     (f) The Company shall give, or shall cause such successor Stock Purchase Contract Agent to give, notice of each resignation and each removal of the Stock Purchase Contract Agent and each appointment of a successor Stock Purchase Contract Agent by mailing written notice of such event by first-class mail, postage prepaid, to all Holders as their names and addresses appear in the Security Register. Each notice shall include the name of the successor Stock Purchase Contract Agent and the address of its Corporate Trust Office.

     SECTION 7.10 Acceptance of Appointment by Successor.

     (a) In case of the appointment hereunder of a successor Stock Purchase Contract Agent, every such successor Stock Purchase Contract Agent so appointed shall execute, acknowledge and deliver to the Company and to the retiring Stock Purchase Contract Agent an instrument accepting such appointment, and thereupon the resignation or removal of the retiring Stock Purchase Contract Agent shall become effective and such successor Stock Purchase Contract Agent, without any further act, deed or conveyance, shall become vested with all the rights, powers, agencies and duties of the retiring Stock Purchase Contract Agent; provided, however, that at the request of the Company or the successor Stock Purchase Contract Agent, such retiring Stock Purchase Contract Agent shall, upon payment of its charges, execute and deliver an instrument transferring, to such successor Stock Purchase Contract Agent, all the rights, powers and trusts of the retiring Stock Purchase Contract Agent and duly assign, transfer and deliver to such successor Stock Purchase Contract Agent all property and money held by such retiring Stock Purchase Contract Agent hereunder.

     (b) Upon request of any such successor Stock Purchase Contract Agent, the Company shall execute any and all instruments for more fully and certainly vesting in and confirming to such successor Stock Purchase Contract Agent all such rights, powers and agencies referred to in subsection (a) of this Section.

     (c) No successor Stock Purchase Contract Agent shall accept its appointment unless at the time of such acceptance such successor Stock Purchase Contract Agent shall be qualified and eligible under this Article VII.

     (d) The Company shall not act as the Stock Purchase Contract Agent.

     SECTION 7.11 Merger, Conversion, Consolidation or Succession to Business. Any Person into which the Stock Purchase Contract Agent may be merged or converted or with which it may be consolidated, or any Person resulting from any merger, conversion or consolidation to which the Stock Purchase Contract Agent shall be a party, or any Person succeeding to all or substantially all the corporate trust business of the Stock Purchase Contract Agent, shall be the successor of the Stock Purchase Contract Agent hereunder, provided that

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such Person shall be otherwise qualified and eligible under this Article VII, without the execution or filing of any paper or any further act on the part of any of the parties hereto. In case any Certificates shall have been authenticated and executed on behalf of the Holders, but not delivered, by the Stock Purchase Contract Agent then in office, any successor by merger, conversion or consolidation to such Stock Purchase Contract Agent may adopt such authentication and execution and deliver the Certificates so authenticated and executed with the same effect as if such successor Stock Purchase Contract Agent had itself authenticated and executed such Common Equity Units.

     SECTION 7.12 Preservation of Information; Communications to Holders.

     (a) The Stock Purchase Contract Agent shall preserve, in as current a form as is reasonably practicable, the names and addresses of Holders received by the Stock Purchase Contract Agent in its capacity as Security Registrar.

     (b) If three (3) or more Holders (such Holders, the “Applicants”) apply in writing to the Stock Purchase Contract Agent, and furnish to the Stock Purchase Contract Agent reasonable proof that each such Applicant has owned a Common Equity Unit for a period of at least six (6) months preceding the date of such application, and such application states that such Applicants desire to communicate with other Holders with respect to their rights under this Agreement or under the Common Equity Units and is accompanied by a copy of the form of proxy or other communication which such Applicants propose to transmit, then the Stock Purchase Contract Agent shall mail to all the Holders copies of the form of proxy or other communication which is specified in such request, with reasonable promptness after a tender to the Stock Purchase Contract Agent of the materials to be mailed and of payment, or provision for the payment, of the reasonable expenses of such mailing.

     SECTION 7.13 No Implied Obligations of Stock Purchase Contract Agent. Except to the extent otherwise expressly provided in this Agreement, the Stock Purchase Contract Agent assumes no obligations and shall not be subject to any liability under this Agreement, the Pledge Agreement, any Remarketing Agreement or any Stock Purchase Contract in respect of the obligations of the Holder of any Common Equity Units thereunder. The Company agrees, and each Holder of a Certificate, by its acceptance thereof, shall be deemed to have agreed, that the Stock Purchase Contract Agent’s execution of the Certificates on behalf of the Holders shall be solely as agent and attorney-in-fact for the Holders, and that the Stock Purchase Contract Agent shall have no obligation to perform such Stock Purchase Contracts on behalf of the Holders, except to the extent expressly provided in Article V. Anything contained in this Agreement to the contrary notwithstanding, in no event shall the Stock Purchase Contract Agent or its officers, directors, employees or agents be liable under this Agreement, the Pledge Agreement or any Remarketing Agreement to any third party for indirect, incidental, special, punitive, or consequential loss or damage of any kind whatsoever, including lost profits, whether or not the likelihood of such loss or damage was known to the Stock Purchase Contract Agent and regardless of the form of action.

     SECTION 7.14 Tax Compliance.

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     (a) The Stock Purchase Contract Agent, on its own behalf and on behalf of the Company, will comply with all applicable certification, information reporting and withholding (including “backup” withholding) requirements imposed by applicable tax laws, regulations or administrative practice with respect to (i) any payments made with respect to the Common Equity Units or (ii) the issuance, delivery, holding, transfer, redemption or exercise of rights under the Common Equity Units. Such compliance shall include, without limitation, the preparation and timely filing of required returns and the timely payment of all amounts required to be withheld to the appropriate taxing authority or its designated agent.

     (b) The Stock Purchase Contract Agent shall comply in accordance with the terms hereof with any written direction received from the Company with respect to the execution or certification of any required documentation and the application of such requirements to particular payments or Holders or in other particular circumstances, and may for purposes of this Agreement conclusively rely on any such direction in accordance with Section 7.1(a).

     (c) The Stock Purchase Contract Agent shall maintain all appropriate records documenting compliance with such requirements, and shall make such records available, on written request, to the Company or its authorized representative within a reasonable period of time after receipt of such request.

ARTICLE VIII
Supplemental Agreements

     SECTION 8.1 Supplemental Agreements Without Consent of Holders. Without the consent of any Holders, the Company, when authorized by a Board Resolution, and the Stock Purchase Contract Agent, at any time and from time to time, may enter into one or more agreements supplemental hereto, in form satisfactory to the Company and the Stock Purchase Contract Agent, to:

     (a) evidence the succession of another Person to the Company, and the assumption by any such successor of the covenants of the Company herein and in the Certificates;

     (b) add to the covenants of the Company for the benefit of the Holders, or surrender any right or power herein conferred upon the Company;

     (c) evidence and provide for the acceptance of appointment hereunder by a successor Stock Purchase Contract Agent;

     (d) make provision with respect to the rights of Holders pursuant to Section 5.4(b);

     (e) cure any ambiguity (or formal defect) or correct or supplement any provisions herein which may be inconsistent with any other provisions herein, provided that such action shall not adversely affect the interests of the Holders in any material respect; or

     (f) make any other provisions with respect to such matters or questions arising under this Agreement not inconsistent with the terms hereof, provided that such action shall not adversely affect the interests of the Holders in any material respect.

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Promptly following the entry into of any agreement supplemental hereto pursuant to this Section 8.1, the Company will give written notice to the Holders of such agreement, provided that failure to give such notice shall not impair the validity of such agreement.

     SECTION 8.2 Supplemental Agreements with Consent of Holders. With the consent of the Holders of not less than a majority in number of the Outstanding Common Equity Units voting together as one class, including without limitation the consent of the Holders obtained in connection with a tender or an exchange offer, by Act of said Holders delivered to the Company and the Stock Purchase Contract Agent, the Company, when duly authorized by a Board Resolution, and the Stock Purchase Contract Agent may enter into an agreement or agreements supplemental hereto for the purpose of modifying in any manner the terms of the Stock Purchase Contracts, or the provisions of this Agreement or the rights of the Holders in respect of the Common Equity Units; provided, however, that, except as contemplated herein, no such supplemental agreement shall, without the unanimous consent of the Holders of each Outstanding Common Equity Unit affected thereby,

     (a) change any Payment Date;

     (b) change the amount or the type of Collateral required to be Pledged to secure a Holder’s obligations under the Stock Purchase Contracts, impair the right of the Holder of any Common Equity Unit to receive distributions on the related Collateral or otherwise adversely affect the Holder’s rights in or to such Collateral or adversely alter the rights in or to such Collateral;

     (c) reduce any Contract Payments or change any place where, or the coin or currency in which, any Contract Payment is payable;

     (d) impair the right to institute suit for the enforcement of any Stock Purchase Contract or any Contract Payments;

     (e) reduce the number of shares of Common Stock (except to give effect to adjustments to the Fixed Settlement Rates pursuant to Section 5.4) or the amount of any other property to be purchased pursuant to any Stock Purchase Contract, increase the price to purchase shares of Common Stock or any other property upon settlement of any Stock Purchase Contract or change the Stock Purchase Date or the right to Early Settlement or Cash Merger Early Settlement or otherwise adversely affect the Holder’s rights under the Stock Purchase Contracts; or

     (f) reduce the percentage of the Outstanding Common Equity Units the consent of whose Holders is required for any modification or amendment to the provisions of this Agreement, the Stock Purchase Contracts or the Pledge Agreement;

provided, however, that if any amendment or proposal referred to above would adversely affect only the Normal Common Equity Units or the Stripped Common Equity Units, then only the affected class of Holders as of the record date for the Holders entitled to vote thereon will be entitled to vote on such amendment or proposal, and such amendment or proposal shall not be effective except with the consent of Holders of not less than a majority of such class; provided

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further that the unanimous consent of the Holders of each outstanding Common Equity Unit of such class affected thereby shall be required to approve any amendment or proposal specified in clauses (a) through (f), inclusive, above.

     It shall not be necessary for any Act of Holders under this Section to approve the particular form of any proposed supplemental agreement, but it shall be sufficient if such Act shall approve the substance thereof.

     SECTION 8.3 Execution of Supplemental Agreements. In executing, or accepting the additional agencies created by, any supplemental agreement permitted by this Article VIII or the modifications thereby of the agencies created by this Agreement, the Stock Purchase Contract Agent shall be provided, and (subject to Section 7.1) shall be fully authorized and protected in relying upon, an Officers’ Certificate and an Opinion of Counsel each stating that the execution of such supplemental agreement is authorized or permitted by this Agreement and that any and all conditions precedent to the execution and delivery of such supplemental agreement have been satisfied. The Stock Purchase Contract Agent may, but shall not be obligated to, enter into any such supplemental agreement which affects the Stock Purchase Contract Agent’s own rights, duties or immunities under this Agreement or otherwise.

     SECTION 8.4 Effect of Supplemental Agreements. Upon the execution of any supplemental agreement under this Article VIII, this Agreement shall be modified in accordance therewith, and such supplemental agreement shall form a part of this Agreement for all purposes; and every Holder of Certificates theretofore or thereafter authenticated, executed on behalf of the Holders and delivered hereunder, shall be bound thereby.

     SECTION 8.5 Reference to Supplemental Agreements. Certificates authenticated, executed on behalf of the Holders and delivered after the execution of any supplemental agreement pursuant to this Article VIII may, and shall if required by the Company, bear a notation in form approved by the Company as to any matter provided for in such supplemental agreement. If the Company shall so determine, new Certificates so modified as to conform, in the opinion of the Company, to any such supplemental agreement may be prepared and executed by the Company and authenticated, executed on behalf of the Holders and delivered by the Stock Purchase Contract Agent in exchange for outstanding Certificates.

ARTICLE IX
Consolidation, Merger, Conveyance, Transfer or Lease

     SECTION 9.1 Covenant Not to Consolidate, Merge, Convey, Transfer or Lease Property Except under Certain Conditions. The Company covenants that it will not consolidate with, convert into, or merge with and into, any other entity or sell, assign, transfer, lease or convey all or substantially all of its properties and assets to any entity, unless:

     (a) either the Company shall be the continuing corporation, or the successor (if other than the Company) shall be an entity organized and existing under the laws of the United States of America or a State thereof or the District of Columbia, and such entity shall expressly assume all the obligations of the Company under the Stock Purchase Contracts, this Agreement, the Pledge Agreement, each Debt Security Indenture, and each applicable Remarketing Agreement

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by one or more supplemental agreements in form reasonably satisfactory to the Stock Purchase Contract Agent and the Collateral Agent, executed and delivered to the Stock Purchase Contract Agent and the Collateral Agent by such entity; and

     (b) the Company or such successor entity, as the case may be, shall not, immediately after such consolidation, conversion, merger, sale, assignment, transfer, lease or conveyance, be in default of payment obligations under the Stock Purchase Contracts, this Agreement, the Pledge Agreement, each Debt Security Indenture, or any Remarketing Agreement or in material default in the performance of any other covenants under any of the foregoing documents.

     SECTION 9.2 Rights and Duties of Successor Corporation. In case of any such consolidation, conversion, merger, sale, assignment, transfer, lease or conveyance and upon any such assumption by a successor entity in accordance with Section 9.1, such successor entity shall succeed to and be substituted for the Company with the same effect as if it had been named herein as the Company. Such successor entity thereupon may cause to be signed, and may issue either in its own name or in the name of the Company, any or all of the Certificates evidencing Common Equity Units issuable hereunder which theretofore shall not have been signed by the Company and delivered to the Stock Purchase Contract Agent; and, upon the order of such successor entity, instead of the Company, and subject to all the terms, conditions and limitations in this Agreement prescribed, the Stock Purchase Contract Agent shall authenticate and execute on behalf of the Holders and deliver any Certificates which previously shall have been signed and delivered by the officers of the Company to the Stock Purchase Contract Agent for authentication and execution, and any Certificate evidencing Common Equity Units which such successor entity thereafter shall cause to be signed and delivered to the Stock Purchase Contract Agent for that purpose. All the Certificates issued shall in all respects have the same legal rank and benefit under this Agreement as the Certificates theretofore or thereafter issued in accordance with the terms of this Agreement as though all of such Certificates had been issued at the date of the execution hereof.

     In case of any such consolidation, conversion, merger, sale, assignment, transfer, lease or conveyance, such change in phraseology and form (but not in substance) may be made in the Certificates evidencing Common Equity Units thereafter to be issued as may be appropriate.

     SECTION 9.3 Officers’ Certificate and Opinion of Counsel Given to Stock Purchase Contract Agent. The Stock Purchase Contract Agent, subject to Section 7.1 and Section 7.3, shall receive an Officers’ Certificate and an Opinion of Counsel as conclusive evidence that any such consolidation, conversion, merger, sale, assignment, transfer, lease or conveyance, and any such assumption, complies with the provisions of this Article IX and that all conditions precedent to the consummation of any such consolidation, conversion, merger, sale, assignment, transfer, lease or conveyance have been met.

ARTICLE X
Covenants

     SECTION 10.1 Performance Under Stock Purchase Contracts. The Company covenants and agrees for the benefit of the Holders from time to time of the Common Equity

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Units that it will duly and punctually perform its obligations under the Stock Purchase Contracts in accordance with the terms of the Stock Purchase Contracts and this Agreement.

     SECTION 10.2 Maintenance of Office or Agency. The Company will maintain in the Borough of Manhattan, New York City an office or agency where Certificates may be presented or surrendered for acquisition of shares of Common Stock upon settlement of the Stock Purchase Contracts on any Stock Purchase Date or upon Early Settlement or Cash Merger Early Settlement and for transfer of Collateral upon the occurrence of a Termination Event, where Certificates may be surrendered for registration of transfer or exchange, or for a Collateral Substitution, and where notices and demands to or upon the Company in respect of the Common Equity Units and this Agreement may be served. The Company will give prompt written notice to the Stock Purchase Contract Agent of the location, and any change in the location, of such office or agency. The Company initially designates the Corporate Trust Office of the Stock Purchase Contract Agent as such office of the Company. If at any time the Company shall fail to maintain any such required office or agency or shall fail to furnish the Stock Purchase Contract Agent with the address thereof, such presentations, surrenders, notices and demands may be made or served at the Corporate Trust Office, and the Company hereby appoints the Stock Purchase Contract Agent as its agent to receive all such presentations, surrenders, notices and demands.

     The Company may also from time to time designate one or more other offices or agencies where Certificates may be presented or surrendered for any or all purposes and may from time to time rescind such designations; provided, however, that no such designation or rescission shall in any manner relieve the Company of its obligation to maintain an office or agency in the Borough of Manhattan, New York City for such purposes. The Company will give prompt written notice to the Stock Purchase Contract Agent of any such designation or rescission and of any change in the location of any such other office or agency. The Company hereby designates, as the place of payment for the Common Equity Units, the Corporate Trust Office and appoints the Stock Purchase Contract Agent at its Corporate Trust Office as paying agent in such city.

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     SECTION 10.3 Company to Reserve Common Stock. The Company shall at all times prior to the Third Stock Purchase Date reserve and keep available, free from preemptive rights, out of its authorized but unissued Common Stock the full number of shares of Common Stock then issuable against tender of payment in respect of all Stock Purchase Contracts constituting a part of the Outstanding Common Equity Units.

     SECTION 10.4 Covenants as to Common Stock. The Company covenants that all shares of Common Stock it delivers upon settlement of any Stock Purchase Contract will be duly authorized, validly issued, fully paid and nonassessable.

     SECTION 10.5 Statements of Officers of the Company as to Default. The Company will deliver to the Stock Purchase Contract Agent, within one hundred and twenty (120) days after the end of each fiscal year of the Company ending after the date hereof, an Officers’ Certificate, stating whether or not, to the knowledge of the signers thereof, the Company is in default in the performance and observance of any of the terms, provisions and conditions hereof and, if the Company shall be in default, specifying all such defaults of which the Company have knowledge and the nature and status thereof.

     SECTION 10.6 ERISA. Each Holder from time to time of the Common Equity Units that is a Plan or who used assets of a Plan to purchase Common Equity Units hereby represents that either (i) no portion of the assets used by such Holder to acquire the Normal Common Equity Units constitutes assets of the Plan or (ii) the purchase or holding of the Normal Common Equity Units by such purchaser or transferee will not constitute a non-exempt prohibited transaction under Section 406 of ERISA or Section 4975 of the Code or similar violation under any applicable laws.

     SECTION 10.7 Tax Treatment.

     (a) The Company covenants and agrees, for U.S. federal, state and local income and franchise tax purposes, to treat (i) a Holder’s acquisition of the Normal Common Equity Units as the acquisition of the Debt Securities and the Stock Purchase Contracts constituting such Normal Common Equity Units; (ii) each Holder as the owner of the applicable interest in the Collateral Account, including the Debt Securities or the Treasury Securities; and (iii) the Debt Securities as debt.

     (b) Each Holder of Common Equity Units shall be deemed to have agreed, by acceptance of Common Equity Units, and each Beneficial Owner shall be deemed to have agreed, by acceptance of a beneficial interest in Common Equity Units, to treat, for all U.S. federal income tax purposes, (i) itself as the owner of the Stock Purchase Contracts and the related ownership interest in the Debt Securities or Treasury Securities, as applicable, pledged under the Pledge Agreement; (ii) the fair market value of each one-fortieth (1/40) undivided beneficial interest in a $1,000 principal amount Debt Security forming part of the Normal Common Equity Units as an amount equal to $25; (iii) the Debt Securities as indebtedness; and (iv) as separate economic interests, (1) the Debt Securities or Treasury Securities forming part of a Common Equity Unit; and (2) the Stock Purchase Contracts forming part of such Common Equity Unit.

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          The Company and each Holder of the Common Equity Units agree to treat the Debt Securities, and the Component Debt Securities, as having an issue price equal to their principal amount for purposes of Section 1274 of the Code and therefore as having been issued with no original issue discount.

     SECTION 10.8 Relationship to Indemnification Security Agreement. The Company, the Stock Purchase Contract Agent, the Collateral Agent and the Securities Intermediary agree, for so long as any Common Equity Units are pledged pursuant to the Indemnification Security Agreement (“Pledged Units”), and the Initial Holder, by its acceptance of such Common Equity Units, shall be deemed to have agreed that notwithstanding anything to the contrary set forth herein:

     (a) The Stock Purchase Contract Agent is hereby authorized, as attorney-in-fact for, and on behalf of, such Initial Holder to pledge, pursuant to the Indemnification Security Agreement, with respect to each Pledged Unit, such Initial Holder’s interest in the Debt Securities that form a part of such Pledged Unit and that are credited to the subaccounts referred to in Section 11.11 of the Pledge Agreement, to the Pledge Collateral Agent for the benefit of the Company, and to grant to the Pledge Collateral Agent, for the benefit of the Company, a security interest therein, in such subaccounts and in all financial assets and security entitlements credited thereto from time to time.

     (b) The Stock Purchase Contract Agent is hereby authorized to enter into and perform the Indemnification Security Agreement on behalf and in the name of the Initial Holder as its attorney-in-fact for the limited purposes set forth therein, to be irrevocably bound by the terms and provisions thereof, and to be bound by the pledge and grant of security interest set forth therein.

     (c) Proceeds of the Debt Securities or the Treasury Securities pursuant to Section 5.1(c), as applicable, constituting part of the Pledged Units shall be paid, on the applicable Stock Purchase Date, by the Collateral Agent to the Company in accordance with the terms of both the Pledge Agreement and the Indemnification Security Agreement. Any excess proceeds will be paid to the Holders on such applicable Stock Purchase Date.

     (d) Upon registration of transfer of a Certificate, if the Pledged Units are released from the lien of the Indemnification Security Agreement, the transferee shall not be bound by the terms of the Indemnification Security Agreement, and the Initial Holder shall be released from the obligations under the Indemnification Security Agreement with respect to such released Pledged Units.

     (e) If a Final Failed Remarketing occurs with respect to a series of Debt Securities, then (A) pursuant to the Indemnification Security Agreement, the Pledge Collateral Agent, for the benefit of the Company, reserves all of its rights as a secured party with respect all Debt Securities of such series which constitute part of any Pledged Unit that is a Normal Common Equity Unit; and (B) subject to applicable law and the terms of the Indemnification Security Agreement, the Pledge Collateral Agent may, among other things, (1) retain such Debt Securities in full satisfaction of the Initial Holder’s obligations under the related Stock Purchase Contracts

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or (2) sell such Debt Securities in one or more public or private sales or otherwise; provided, however, that the provisions of Section 5.2(c) shall continue to apply.

     (f) In the event of a Successful Remarketing, if the Initial Holder holds Pledged Units that are Common Equity Units with respect to which the Initial Holder has duly elected, and delivered cash in order to effect, Cash Settlement, then the Collateral Agent will cause (i) the Securities Intermediary to effect the release, from the Pledge, of the Pledged Debt Securities that are of the series subject to the Successful Remarketing and that form part of such Common Equity Units and (ii) the transfer of such Debt Securities to the Stock Purchase Contract Agent on behalf of the Initial Holder free and clear of the Company’s security interest therein under the Indemnification Security Agreement.

     (g) Unless a Termination Event, an Early Settlement or a Cash Merger Early Settlement shall have theretofore occurred, on each Stock Purchase Date, upon receipt of the aggregate Purchase Price payable on such Stock Purchase Date in respect of the related Stock Purchase Contracts of all Pledged Units, the Company shall issue and deliver to the Pledge Collateral Agent under the Indemnification Security Agreement, for credit to the Indemnification Account thereunder, the number of shares of Common Stock to which such Pledged Units entitle the Initial Holder upon settlement of such Stock Purchase Contracts.

     (h) In the event of an Early Settlement or Cash Merger Early Settlement, the Initial Holder shall provide to the Stock Purchase Contract Agent the information required by the Certificate with respect to the applicable Pledged Units, and upon the receipt of such information and the Early Settlement Amount or (unless an In Kind Settlement Upon Cash Merger Early Settlement has been duly elected to apply to such Pledged Units) the Cash Merger Early Settlement Amount, as applicable, with respect to such Pledged Units from the Initial Holder, the Stock Purchase Contract Agent shall pay to the Company such Early Settlement Amount or (if applicable) Cash Merger Early Settlement Amount, as applicable, the receipt of which payment the Company shall confirm in writing. The Stock Purchase Contract Agent shall then notify the Pledge Collateral Agent under the Indemnification Security Agreement that (i) the Initial Holder has elected to effect an Early Settlement or Cash Merger Early Settlement, as applicable, which notice shall set forth the number of such Stock Purchase Contracts as to which the Initial Holder has elected to effect Early Settlement and (ii) the Stock Purchase Contract Agent has received from the Initial Holder, and paid to the Company, as confirmed in writing by the Company, the related Early Settlement Amount or (if applicable) Cash Merger Early Settlement Amount, as applicable. The Company shall make any delivery required by clause (i) of Section 5.7(d), Section 5.7(e) or Section 5.7(f) with respect to the applicable Pledged Units in accordance with the Indemnification Security Agreement.

     (i) Upon a Cash Merger Early Settlement of a Pledged Unit of the Initial Holder, the Company shall deliver to the Pledge Collateral Agent (and not the Stock Purchase Contract Agent) for credit to the Indemnification Account, upon payment (if required pursuant hereto) of the applicable Cash Merger Early Settlement Amount, a number of Reference Property Units equal to the number (and in the manner) provided in Section 5.8(f), together with any payment in lieu of any fractional property, as provided in Section 5.9.

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     (j) If a Termination Event shall have occurred, then the Collateral Agent shall transfer to the Securities Intermediary under the Indemnification Security Agreement for credit to the Indemnification Account, as additional Collateral thereunder, all payments of principal it receives, if any, in respect of the Pledged Debt Securities or the Pledged Treasury Securities forming part of the Pledged Units in accordance with the Indemnification Security Agreement.

     (k) The Stock Purchase Contract Agent shall be deemed to have made the representations, and shall be entitled to the benefits and rights, set forth in Section 7.1 and Section 7.3 as if the Indemnification Security Agreement were mentioned in such Sections in addition to the Pledge Agreement.

     (l) The recitals contained in the Indemnification Security Agreement shall be taken as the statements of the Company, and the Stock Purchase Contract Agent assumes no responsibility for their accuracy or validity. The Stock Purchase Contract Agent makes no representations as to the validity or sufficiency of the Indemnification Security Agreement.

     (m) The Company shall (i) compensate the Stock Purchase Contract Agent, (ii) reimburse the Stock Purchase Contract Agent upon its reasonable request and (iii) indemnify the Stock Purchase Contract Agent and hold it harmless, in each case as set forth in Section 7.7, as if the Indemnification Security Agreement were mentioned in such Section in addition to the Pledge Agreement.

     (n) Except to the extent otherwise expressly herein provided, the Stock Purchase Contract Agent shall assume no obligations and shall not be subject to any liability under the Indemnification Security Agreement in respect of the obligations of the Initial Holder thereunder. Further, in no event shall the Stock Purchase Contract Agent or its officers, directors, employees or agents be liable under the Indemnification Security Agreement to any third party for indirect, incidental, special, punitive or consequential loss or damage of any kind whatsoever, including lost profits, whether or not the likelihood of such loss or damage was known to the Stock Purchase Contract Agent and regardless of the form of action.

     (o) The Company shall be deemed to have made the covenants set forth in Section 9.1 with respect to the Indemnification Security Agreement.

     (p) In connection with its role in administering the Indemnification Security Agreement, the Stock Purchase Contract Agent shall, in the absence of bad faith on its part, be entitled to rely on an Officers’ Certificate of the Company in connection with proving or establishing any matter, and may consult with counsel of its selection, and the advice of such counsel or any Opinion of Counsel shall be full and complete authorization and protection in respect of any action taken, suffered or omitted by it under the Indemnification Security Agreement, in good faith and in reliance thereon. The Stock Purchase Contract Agent may execute any of the powers or perform any duties under the Indemnification Security Agreement, either directly or by or through agents, attorneys, custodians or nominees or an Affiliate, and the Stock Purchase Contract Agent shall not be responsible for any misconduct or negligence on the part of any agent, attorney, custodian or nominee or an Affiliate appointed with due care by it hereunder.

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     SECTION 10.9 USA Patriot Act. The parties hereto acknowledge that, in accordance with Section 326 of the USA Patriot Act, Deutsche Bank Trust Company Americas, like all financial institutions and in order to help fight the funding of terrorism and money laundering, is required to obtain, verify and record information that identifies each person or legal entity that establishes a relationship or opens an account with Deutsche Bank Trust Company Americas. The parties to this Agreement agree that they will provide Deutsche Bank Trust Company Americas with such information as it may request in order for Deutsche Bank Trust Company Americas to satisfy the requirements of the USA Patriot Act.

[Remainder of Page Intentionally Left Blank; Signature Page Follows]

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     In Witness Whereof, the parties hereto have caused this Agreement to be duly executed as of the day and year first above written.

MetLife, Inc.
By:	/s/ Steven J. Goulart
	Name:	Steven J. Goulart
	Title:	Senior Vice President and Treasurer
Deutsche Bank Trust Company Americas,      as Stock Purchase Contract Agent
By:	/s/ Annie Jaghatspanyan
	Name:	Annie Jaghatspanyan
	Title:	Vice President
By:	/s/ Carol Ng
	Name:	Carol Ng
	Title:	Vice President

EXHIBIT A

Form of Normal Common Equity Unit Certificate

{For inclusion in Global Certificates only: THIS CERTIFICATE IS A GLOBAL CERTIFICATE WITHIN THE MEANING OF THE STOCK PURCHASE CONTRACT AGREEMENT HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF CEDE & CO., AS NOMINEE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (THE “DEPOSITARY”), THE DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY. THIS CERTIFICATE IS EXCHANGEABLE FOR CERTIFICATES REGISTERED IN THE NAME OF A PERSON OTHER THAN THE DEPOSITARY OR ITS NOMINEE ONLY IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE STOCK PURCHASE CONTRACT AGREEMENT, AND NO TRANSFER OF THIS CERTIFICATE (OTHER THAN A TRANSFER OF THIS CERTIFICATE AS A WHOLE BY THE DEPOSITARY TO A NOMINEE OF THE DEPOSITARY OR BY A NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY) MAY BE REGISTERED EXCEPT IN LIMITED CIRCUMSTANCES.

UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITARY FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REQUESTED IN THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITARY (AND ANY PAYMENT HEREON IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITARY), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL SINCE THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.}

{Private Placement Legend: THE OFFER AND SALE OF THIS SECURITY, AND THE COMMON STOCK ISSUABLE UPON SETTLEMENT OF THE STOCK PURCHASE CONTRACTS FORMING PART OF THIS SECURITY, HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT OR AN EXEMPTION FROM THE REGISTRATION AND PROSPECTUS-DELIVERY REQUIREMENTS OF THE SECURITIES ACT.}

No.                                      CUSIP No. 59156R 116

Number of Normal Common Equity Units:                                                             

METLIFE, INC.
Normal Common Equity Units

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     All capitalized terms used herein which are defined in the Stock Purchase Contract Agreement (as defined on the reverse hereof) have the meaning set forth therein.

     This Normal Common Equity Unit Certificate certifies that [___] is the registered Holder of the number of Normal Common Equity Units set forth above {for inclusion in Global Certificates only: or such other number of Normal Common Equity Units reflected in the Schedule of Increases or Decreases in the Global Certificate attached hereto}.

     Pursuant to the Pledge Agreement and (if this security is held by the Initial Holder) the Indemnification Security Agreement, the Debt Securities constituting part of each Normal Common Equity Unit evidenced hereby have been pledged to the Collateral Agent, for the benefit of the Company, to secure the obligations of the Holder under the Stock Purchase Contracts comprising part of such Normal Common Equity Units.

     Reference is hereby made to the further provisions set forth on the reverse hereof, which further provisions shall for all purposes have the same effect as if set forth at this place.

CERTIFICATE OF AUTHENTICATION
OF STOCK PURCHASE CONTRACT AGENT

     This is one of the Normal Common Equity Unit Certificates referred to in the within mentioned Stock Purchase Contract Agreement.

Deutsche Bank Trust Company Americas, as Stock Purchase Contract Agent
By:
	Name:
	Title:

Date:                                         

     The Pledge Agreement and the Indemnification Security Agreement provide that all payments on any Pledged Debt Securities constituting part of Normal Common Equity Units received by the Securities Intermediary shall be paid by wire transfer in same day funds (i) in the case of interest payments on such Pledged Debt Securities to the Stock Purchase Contract Agent to the account designated by the Stock Purchase Contract Agent, no later than 2:00 p.m. (New York City time) on the Business Day such payment is received by the Securities Intermediary (provided that in the event such payment is received by the Securities Intermediary on a day that is not a Business Day or after 12:30 p.m. (New York City time) on a Business Day, then such payment shall be made no later than 10:30 a.m. (New York City time) on the next succeeding Business Day) and (ii) in the case of payments with respect to the principal amount of such Pledged Debt Securities, to the Company in accordance with the terms of the Pledge Agreement and the Indemnification Security Agreement, in full satisfaction of the respective obligations of the Holders of the Normal Common Equity Units of which such Pledged Debt Securities are a

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part under the Stock Purchase Contracts forming a part of such Normal Common Equity Units. Interest payments on the Debt Securities forming part of a Normal Common Equity Unit evidenced hereby (which, except as provided in the Stock Purchase Contract Agreement or the applicable Debt Security Indenture, are payable quarterly in arrears on March 15, June 15, September 15 and December 15 of each year, commencing on, and including, March 15, 2011) shall, subject to receipt thereof by the Stock Purchase Contract Agent from the Securities Intermediary, be paid to the Person in whose name this Normal Common Equity Unit Certificate (or a Predecessor Normal Common Equity Unit Certificate) is registered at the close of business on the Record Date for such Payment Date.

     Each Stock Purchase Contract evidenced hereby obligates the Holder of this Normal Common Equity Unit Certificate to purchase, and the Company to sell, on each of the First Stock Purchase Date, the Second Stock Purchase Date and the Third Stock Purchase Date, at a price equal to twenty five dollars ($25.00) (the “Purchase Price”), a number shares of common stock, par value $0.01 per share (“Common Stock”), of the Company, per Purchase Contract, equal to the applicable Settlement Rate, unless on or prior to the applicable Stock Purchase Date, there shall have occurred a Termination Event or an Early Settlement or Cash Merger Early Settlement with respect to such Stock Purchase Contract, all as provided in the Stock Purchase Contract Agreement. Except as otherwise provided in the Stock Purchase Contract Agreement, the Purchase Price for the shares of Common Stock purchased pursuant to each Stock Purchase Contract evidenced hereby, if not paid earlier, shall be paid on the applicable Stock Purchase Date by application of payment received in respect of the principal amount of any Pledged Debt Securities resold pursuant to a Remarketing, which Pledged Debt Securities (including the proceeds thereof) are pledged to secure the obligations under such Stock Purchase Contract of the Holder of the Normal Common Equity Units of which such Stock Purchase Contract is a part.

     Each Holder of Common Equity Units shall be deemed to have agreed, by acceptance of Common Equity Units, and each Beneficial Owner shall be deemed to have agreed, by acceptance of a beneficial interest in Common Equity Units, to treat, for all U.S. federal income tax purposes, (i) itself as the owner of the Stock Purchase Contracts and the related ownership interest in the Debt Securities or Treasury Securities, as applicable, pledged under the Pledge Agreement; (ii) the fair market value of each one-fortieth (1/40) undivided beneficial interest in a $1,000 principal amount Debt Security forming part of the Normal Common Equity Units as an amount equal to $25; (iii) the Debt Securities as indebtedness; and (iv) as separate economic interests, (1) the Debt Securities or Treasury Securities forming part of a Common Equity Unit; and (2) the Stock Purchase Contracts forming part of such Common Equity Unit.

     Subject to Section 5.11(b), Section 5.11(e) and Section 5.12 of the Stock Purchase Contract Agreement, the Company shall pay, on each Payment Date, the Contract Payments (net of any withholding tax required by law to be withheld by the Company on such payments, which shall be remitted to the appropriate taxing jurisdiction) payable in respect of each Stock Purchase Contract to the Person in whose name a Certificate is registered at the close of business on the Record Date relating to such Payment Date. The Contract Payments will be payable, at the option of the Company, (i) by wire transfer to the account designated by the Holder thereof by five (5) Business Day’s prior written notice to the Stock Purchase Contract Agent or (ii) by

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check mailed to the address of the Person entitled thereto at such Person’s address as it appears on the Security Register; provided, however, that if the Common Equity Units are held in the form of a Global Certificate, then the Contract Payments will be payable by wire transfer to the Depositary. Contract Payments payable for any period will be computed on the basis of a 360-day year of twelve 30-day months.

     Unless the certificate of authentication hereon has been executed by the Stock Purchase Contract Agent by manual signature, this Normal Common Equity Unit Certificate shall not be entitled to any benefit under the Pledge Agreement, the Indemnification Security Agreement or the Stock Purchase Contract Agreement or be valid or obligatory for any purpose.

[Remainder of Page Intentionally Left Blank; Signature Page Follows]

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     In Witness Whereof, the Company and the Holder specified above have caused this instrument to be duly executed.

MetLife, inc.
By:
	Name:
	Title:
HOLDER SPECIFIED ABOVE
	Deutsche Bank Trust Company Americas, as attorney-in-fact of such Holder as Stock Purchase Contract Agent
By:
	Name:
	Title:

Date:                     

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(FORM OF REVERSE OF NORMAL COMMON EQUITY UNIT CERTIFICATE)

     Each Stock Purchase Contract evidenced hereby is governed by the Stock Purchase Contract Agreement, dated as of November 1, 2010 (as may be supplemented from time to time, the “Stock Purchase Contract Agreement”), between the Company and Deutsche Bank Trust Company Americas (including its successors thereunder, the “Stock Purchase Contract Agent”), to which Stock Purchase Contract Agreement reference is hereby made for a description of the respective rights, limitations of rights, obligations, duties and immunities thereunder of the Stock Purchase Contract Agent, the Company, and the Holders and of the terms upon which the Normal Common Equity Unit Certificates are, and are to be, executed and delivered.

     No fractional shares of Common Stock will be issued upon settlement of any Stock Purchase Contracts.

     Each Stock Purchase Contract evidenced hereby, which is settled through Early Settlement or Cash Merger Early Settlement, shall obligate the Holder of the related Normal Common Equity Units to purchase, and the Company to sell, either (i) a number shares of Common Stock equal to the Early Settlement Rate (in the case of an Early Settlement) or (ii) a number of Reference Property Units equal to the Applicable Cash Merger Early Settlement Rate (in the case of a Cash Merger Early Settlement).

     In accordance with the terms of the Stock Purchase Contract Agreement, the Holder of this Normal Common Equity Unit Certificate may pay the purchase price for the shares of Common Stock purchased pursuant to each Stock Purchase Contract evidenced hereby by effecting a Cash Settlement, an Early Settlement or, if applicable, a Cash Merger Early Settlement or from the proceeds of or a Remarketing of the related Pledged Debt Securities. A Holder of a Normal Common Equity Unit who (1) does not, at or prior to 5:00 p.m. (New York City time) on the eleventh (11th) Business Day immediately preceding the applicable Stock Purchase Date, elect, in accordance with the Stock Purchase Contract Agreement, to effect a Cash Settlement, (2) does not, prior to 5:00 p.m. (New York City time) on the tenth (10th) Business Day prior to the applicable Stock Purchase Date, make an effective Early Settlement, and (3) does not, prior to the applicable Stock Purchase Date, duly effect a Cash Merger Early Settlement, shall pay the applicable purchase price for the shares of Common Stock to be delivered under the related Stock Purchase Contract from the proceeds of the sale of the related Pledged Debt Securities held by the Collateral Agent in the relevant Remarketing (or, if applicable in accordance with the applicable Debt Security Indenture and the Pledge Agreement, from the proceeds of the exercise of such Holder’s Put Right upon a Final Failed Remarketing). The attempted resale of Pledged Debt Securities will be made by the Remarketing Agent pursuant to the terms of the Remarketing Agreement on the applicable Stock Purchase Date.

     The Company shall not be obligated to deliver any shares of Common Stock in respect of a Stock Purchase Contract or deliver any certificates therefor to the Holder unless it shall have received payment of the applicable purchase price for the shares of Common Stock to be purchased thereunder in the manner set forth in the Stock Purchase Contract Agreement.

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     Under the terms of the Pledge Agreement, the Indemnification Security Agreement and the Stock Purchase Contract Agreement, the Stock Purchase Contract Agent will be entitled to exercise the voting and any other consensual rights pertaining to the Pledged Debt Securities, but only to the extent instructed in writing by the Holders in accordance therewith.

     Upon the occurrence of a Successful Remarketing, the Collateral Agent shall, in accordance with the Pledge Agreement and (if this security is held by the Initial Holder) the Indemnification Security Agreement, cause the Securities Intermediary to transfer the applicable Pledged Debt Securities upon confirmation of deposit by the Remarketing Agent of the proceeds of such Successful Remarketing in the Collateral Account. The Remarketing Agent will deduct, from such proceeds, a remarketing fee in accordance with the terms of the Remarketing Agreement.

     The Normal Common Equity Unit Certificates are issuable only in registered form and only in denominations of a single Normal Common Equity Unit and any integral multiple thereof. The transfer of any Normal Common Equity Unit Certificate will be registered and Normal Common Equity Unit Certificates may be exchanged as provided in the Stock Purchase Contract Agreement. The Security Registrar may require a Holder, among other things, to furnish appropriate endorsements and transfer documents permitted by the Stock Purchase Contract Agreement. No service charge shall be made for any registration of transfer or exchange of a Certificate, but the Company and the Security Registrar may require payment from the Holder of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any registration of transfer or exchange of Certificates, other than any exchanges not involving any transfer to a Person other than the Holder. A Holder who elects to substitute a Treasury Security for a Debt Security, thereby creating Stripped Common Equity Units, shall be responsible for any fees or expenses payable in connection therewith. Except as provided in the Stock Purchase Contract Agreement, for so long as the Stock Purchase Contracts underlying a Normal Common Equity Unit remain in effect, such Normal Common Equity Unit shall not be separable into its constituent parts, and the rights and obligations of the Holder of such Normal Common Equity Unit in respect of the Debt Securities and Stock Purchase Contracts constituting such Normal Common Equity Unit may be transferred and exchanged only as a Normal Common Equity Unit.

     Subject to the conditions set forth in the Stock Purchase Contract Agreement, a Holder of Normal Common Equity Units may, at any time from and after the date of the Stock Purchase Contract Agreement (but not during the period that begins at 5:00 p.m. (New York City time) on the tenth (10th) Business Day immediately preceding any scheduled Stock Purchase Date and ends at 5:00 p.m. (New York City time) on such scheduled Stock Purchase Date), exchange such Normal Common Equity Units for Stripped Common Equity Units and Debt Securities; provided, however, that Holders may make such exchange only in integral multiples of eighty (80) Normal Common Equity Units. To effect such exchange, the Holder must perform the actions, and make the deliveries, set forth in the Stock Purchase Contract Agreement; provided further that in no event may a Collateral Substitution be made from the time any Remarketing has priced to, and including, the Stock Purchase Date relating to such Remarketing.

     Except as otherwise provided in the Stock Purchase Contract Agreement, the Company shall pay, on each Payment Date, the Contract Payments payable in respect of each Stock

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Purchase Contract to the Person in whose name the Normal Common Equity Unit Certificate evidencing such Stock Purchase Contract is registered at the close of business on the Record Date for such Payment Date. The Company shall have the right to defer Contract Payments in accordance with the Stock Purchase Contract Agreement.

     If a Termination Event occurs, then, without the necessity of any notice or action by any Holder: (a) the Stock Purchase Contracts and all obligations and rights of the Company and the Holders thereunder, including, without limitation, the rights of the Holders to receive and the obligation of the Company to pay any Contract Payments (including any accrued and unpaid Contract Payments), and the rights and obligations of Holders to purchase Common Stock on each Stock Purchase Date occurring after such Termination Event, shall immediately and automatically terminate; (b) each Common Equity Unit shall thereafter represent the right to receive the Debt Securities or the Treasury Securities, as the case may be, forming part of such Common Equity Unit, in accordance with the Pledge Agreement and (if this security is held by the Initial Holder) the Indemnification Security Agreement and, upon such receipt, shall be cancelled; and (c) the Company shall promptly, but in no event later than five (5) Business Days thereafter, give written notice of such Termination Event to the Stock Purchase Contract Agent, the Collateral Agent and the Holders, at their addresses as they appear in the Security Register.

     Subject to and upon compliance with the provisions of the Stock Purchase Contract Agreement, at the option of the Holder thereof, Stock Purchase Contracts underlying Common Equity Units may be settled early at the Early Settlement Rate.

     Upon the occurrence of a Cash Merger, a Holder of Normal Common Equity Units may effect Cash Merger Early Settlement of the Stock Purchase Contracts underlying such Normal Common Equity Units pursuant to the terms of the Stock Purchase Contract Agreement.

     Upon registration of transfer of this Normal Common Equity Unit Certificate, the transferee shall be bound (without the necessity of any other action on the part of such transferee, except as may be required by the Stock Purchase Contract Agent pursuant to the Stock Purchase Contract Agreement), by the terms of the Stock Purchase Contract Agreement and the Stock Purchase Contracts evidenced hereby, and the transferor shall be released from the obligations under the Stock Purchase Contracts evidenced by this Normal Common Equity Unit Certificate. The Company covenants and agrees, and the Holder, by its acceptance hereof, likewise covenants and agrees, to be bound by the provisions of this paragraph.

     Each Holder of a Common Equity Unit, by its acceptance of such Common Equity Unit will be deemed to have: (a) duly appointed the Stock Purchase Contract Agent to enter into and perform the related Stock Purchase Contracts, the Pledge Agreement and (in the case of the Initial Holder) the Indemnification Security Agreement on its behalf and in its name as its attorney-in-fact (including, without limitation, the execution of Certificates on behalf of such Holder); (b) irrevocably agreed to be bound by the terms and provisions of such Stock Purchase Contracts, the Pledge Agreement and (in the case of the Initial Holder) the Indemnification Security Agreement; (c) covenanted and agreed to perform its obligations under such Stock Purchase Contracts for so long as such Holder remains a Holder of a Common Equity Unit; (d) irrevocably authorized the Stock Purchase Contract Agent to enter into and perform the Stock Purchase Contract Agreement and the Pledge Agreement on its behalf and in its name as its

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attorney-in-fact and (in the case of the Initial Holder) irrevocably authorized the Stock Purchase Contract Agent to enter into and perform the Indemnification Security Agreement for the limited purposes set forth therein; (e) consented to, and agreed to be bound by, the Pledge of such Holder’s right, title and interest in and to the Collateral Accounts, including, without limitation, the Debt Securities and the Treasury Securities pursuant to the Pledge Agreement and (in the case of the Initial Holder) the Indemnification Security Agreement, and to the other Collateral under the Pledge Agreement; (f) for U.S. federal, state and local income and franchise tax purposes, agreed to take the positions set forth in Section 10.7(b) of the Stock Purchase Contract Agreement; and (g) irrevocably directed the Stock Purchase Contract Agent to execute the Remarketing Agreement at the direction of the Company, without the receipt of any opinion or certificate.

     Subject to the exceptions set forth in the Stock Purchase Contract Agreement, the provisions of the Stock Purchase Contract Agreement may be amended with the consent of the Holders of a majority in number of the outstanding Common Equity Units.

     The Stock Purchase Contracts and Common Equity Units shall be governed by, and construed in accordance with, the internal laws of the State of New York.

     Prior to due presentment of this Certificate for registration of transfer, the Company, the Stock Purchase Contract Agent, the Security Register and any agent of the Company, the Stock Purchase Contract Agent or the Security Registrar may treat the Person in whose name this Certificate is registered as the owner of the Common Equity Units evidenced hereby for purposes of (subject to any applicable record date) any payment on the Debt Securities, any payment of Contract Payments and any performance of the Stock Purchase Contracts and for all other purposes whatsoever in connection with such Common Equity Units, whether or not such payment or performance shall be overdue and notwithstanding any notice to the contrary; and none of the Company, the Security Registrar or the Stock Purchase Contract Agent, nor any agent of the Company, the Security Registrar or the Stock Purchase Contract Agent, shall be affected by notice to the contrary.

     No Stock Purchase Contract shall, prior to the purchase of shares of Common Stock under such Stock Purchase Contract, entitle the Holder of a Common Equity Unit to any of the rights of a holder of shares of Common Stock, including, without limitation, the right to vote or receive any dividends or other payments or to consent to or receive notice as a stockholder in respect of the meetings of stockholders or for the election of directors of the Company or for any other matter, or any other rights whatsoever as a holder of Common Stock of the Company.

     A copy of the Stock Purchase Contract Agreement is available for inspection at the Corporate Trust Office.

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ABBREVIATIONS

     The following abbreviations, when used in the inscription on the face of this instrument, shall be construed as though they were written out in full according to applicable laws or regulations:

TEN COM:	as tenants in common
UNIF GIFT MIN ACT:	Custodian                                                              (cust)(minor)
	Under Uniform Gifts to Minors Act of
TENANT:	as tenants by the entireties
JT TEN:	as joint tenants with right of survivorship and not as tenants in common

     Additional abbreviations may also be used though not in the above list.

     FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s) unto

(Please insert Social Security or Taxpayer I.D. or other Identifying Number of Assignee)

(Please print or type name and address including Postal Zip code of Assignee)

the within Normal Common Equity Unit Certificates and all rights thereunder, hereby irrevocably constituting and appointing attorney                                                              to transfer said Normal Common Equity Unit Certificates on the books of the Security Registrar, with full power of substitution in the premises.

Dated:	Signature
	NOTICE: The signature to this assignment must correspond with the name as it appears upon the face of the within Normal Common Equity Unit Certificates in every particular, without alteration or enlargement or any change whatsoever.

Signature Guarantee:

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SETTLEMENT INSTRUCTIONS

     The undersigned Holder directs that a certificate evidencing shares of Common Stock deliverable upon settlement on the {First} {Second} {Third} Stock Purchase Date of the Stock Purchase Contracts underlying the Normal Common Equity Units evidenced by this Normal Common Equity Unit Certificate be registered in the name of, and delivered, together with a check in payment for any fractional share, to the undersigned at the address indicated below, unless a different name and address have been indicated below. If shares are to be registered in the name of a Person other than the undersigned, then the undersigned shall pay any transfer tax payable incident thereto.

Dated:
	Signature
	Signature Guarantee:
	(if assigned to another person)
If shares are to be registered in the name of, and delivered to, a Person other than the Holder, please (i) print such Person’s name, address and social security or other taxpayer identification number and (ii) provide a guarantee of your signature.	REGISTERED HOLDER
	Please print name and address of Registered Holder:
Name	Name
Address	Address
Social Security or other Taxpayer Identification Number, if any

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ELECTION TO SETTLE EARLY/CASH MERGER EARLY SETTLEMENT

     The undersigned Holder of this Normal Common Equity Unit Certificate hereby irrevocably exercises the option to effect {Early Settlement} {Cash Merger Early Settlement following a Cash Merger} in accordance with the terms of the Stock Purchase Contract Agreement with respect to the Stock Purchase Contracts underlying the Normal Common Equity Units evidenced by this Normal Common Equity Unit Certificate specified below. The undersigned Holder directs that a certificate for shares of Common Stock or other consideration deliverable upon such {Early Settlement} {Cash Merger Early Settlement} be registered in the name of, and delivered, together with a check in payment for any fractional share and any Normal Common Equity Unit Certificate representing any Normal Common Equity Units evidenced hereby as to which {Early Settlement} {Cash Merger Early Settlement} of the related Stock Purchase Contracts is not effected, to, the undersigned at the address indicated below, unless a different name and address have been indicated below. {{Pledged Debt Securities deliverable upon such Early Settlement} {Pledged Debt Securities deliverable, if any, upon such Cash Merger Early Settlement} will be transferred in accordance with the transfer instructions set forth below.} If shares are to be registered in the name of a Person other than the undersigned, the undersigned shall pay any transfer tax payable incident thereto.

     {For Cash Merger Early Settlement: Indicate whether the undersigned Holder elects to:

o Deliver the Cash Merger Early Settlement Amount to the Company in immediately available funds

OR

o Transfer the Pledged Debt Securities forming part of this Common Equity Unit to the Company in full satisfaction of the Holder’s obligation to deliver the Cash Merger Early Settlement Amount}

Dated: Signature 

     Signature Guarantee:

     Number of Common Equity Units evidenced hereby as to which {Early Settlement} {Cash Merger Early Settlement} of the related Stock Purchase Contracts is being elected:

If shares of Common Stock or Normal Common Equity Unit Certificates are to be registered in the name of, and delivered to, and Pledged Debt Securities are to be transferred to, a Person other than the Holder, please (i) print such Person’s name, address and social security or other taxpayer REGISTERED HOLDER

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identification number and (ii) provide a guarantee of your signature.
	Please print name and address of Registered Holder:
Name	Name
Address	Address
Social Security or other Taxpayer Identification Number

     Transfer Instructions for Pledged Debt Securities transferable upon {Early Settlement} {Cash Merger Early Settlement} or a Termination Event:

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{TO BE ATTACHED TO GLOBAL CERTIFICATES}

SCHEDULE OF INCREASES OR DECREASES IN GLOBAL CERTIFICATE

     The following increases or decreases in this Global Certificate have been made:

	Amount of		Number of
	increase in	Amount of	Normal Common
	Number of	decrease in	Equity Units
	Normal	Number of	evidenced by this	Signature of
	Common Equity	Normal Common	Global Certificate	authorized
	Units evidenced	Equity Units	following such	signatory of
	by this Global	evidenced by this	decrease or	Stock Purchase
Date	Certificate	Global Certificate	increase	Contract Agent

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EXHIBIT B

Form of Stripped Common Equity Unit Certificate

{For inclusion in Global Certificates only: THIS CERTIFICATE IS A GLOBAL CERTIFICATE WITHIN THE MEANING OF THE STOCK PURCHASE CONTRACT AGREEMENT HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF CEDE & CO., AS NOMINEE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (THE “DEPOSITARY”), THE DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY. THIS CERTIFICATE IS EXCHANGEABLE FOR CERTIFICATES REGISTERED IN THE NAME OF A PERSON OTHER THAN THE DEPOSITARY OR ITS NOMINEE ONLY IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE STOCK PURCHASE CONTRACT AGREEMENT, AND NO TRANSFER OF THIS CERTIFICATE (OTHER THAN A TRANSFER OF THIS CERTIFICATE AS A WHOLE BY THE DEPOSITARY TO A NOMINEE OF THE DEPOSITARY OR BY A NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY) MAY BE REGISTERED EXCEPT IN LIMITED CIRCUMSTANCES.

UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITARY FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REQUESTED IN THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITARY (AND ANY PAYMENT HEREON IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITARY), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL SINCE THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.}

{Private Placement Legend: THE OFFER AND SALE OF THIS SECURITY, AND THE COMMON STOCK ISSUABLE UPON SETTLEMENT OF THE STOCK PURCHASE CONTRACTS FORMING PART OF THIS SECURITY, HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT OR AN EXEMPTION FROM THE REGISTRATION AND PROSPECTUS-DELIVERY REQUIREMENTS OF THE SECURITIES ACT.}

No.                                          CUSIP No. 59156R 124

Number of Stripped Common Equity Units:                                                             

METLIFE, INC.
Stripped Common Equity Units

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     All capitalized terms used herein which are defined in the Stock Purchase Contract Agreement (as defined on the reverse hereof) have the meaning set forth therein.

     This Stripped Common Equity Unit Certificate certifies that [___] is the registered Holder of the number of Stripped Common Equity Units set forth above {for inclusion in Global Certificates only: or such other number of Stripped Common Equity Units reflected in the Schedule of Increases or Decreases in the Global Certificate attached hereto}.

     Pursuant to the Pledge Agreement and (if this security is held by the Initial Holder) the Indemnification Security Agreement, the Treasury Securities constituting part of each Stripped Common Equity Unit evidenced hereby have been pledged to the Collateral Agent, for the benefit of the Company, to secure the obligations of the Holder under the Stock Purchase Contracts comprising part of such Stripped Common Equity Units.

          Reference is hereby made to the further provisions set forth on the reverse hereof, which further provisions shall for all purposes have the same effect as if set forth at this place.

CERTIFICATE OF AUTHENTICATION
OF STOCK PURCHASE CONTRACT AGENT

     This is one of the Stripped Common Equity Unit Certificates referred to in the within mentioned Stock Purchase Contract Agreement.

Deutsche Bank Trust Company Americas,      as Stock Purchase Contract Agent
By:
	Name:
	Title:

Date:                                                             

     The Pledge Agreement and the Indemnification Security Agreement provide that all distributions with respect to the principal amount of the Pledged Treasury Securities shall be paid to the Company on the Stock Purchase Date in accordance with the terms of the Pledge Agreement and (if this security is held by the Initial Holder) the Indemnification Security Agreement, in full satisfaction of the respective obligations of the Holders of the Stripped Common Equity Units of which such Pledged Treasury Securities are a part under the Stock Purchase Contracts forming a part of such Stripped Common Equity Units.

     Each Stock Purchase Contract evidenced hereby obligates the Holder of this Stripped Common Equity Unit Certificate to purchase, and the Company to sell, on each of the First Stock Purchase Date, the Second Stock Purchase Date and the Third Stock Purchase Date, at a price equal to twenty five dollars ($25.00) (the “Purchase Price”), a number shares of common stock, par value $0.01 per share (“Common Stock”), of the Company, per Purchase Contract, equal to

B-2

the applicable Settlement Rate, unless on or prior to the applicable Stock Purchase Date, there shall have occurred a Termination Event or an Early Settlement or Cash Merger Early Settlement with respect to such Stock Purchase Contract, all as provided in the Stock Purchase Contract Agreement. Except as otherwise provided in the Stock Purchase Contract Agreement, the Purchase Price for the shares of Common Stock purchased pursuant to each Stock Purchase Contract evidenced hereby, if not paid earlier, shall be paid on the applicable Stock Purchase Date by application of payment received in respect of the principal amount with respect to any Pledged Treasury Securities pledged to secure the obligations under such Stock Purchase Contract of the Holder of the Stripped Common Equity Units of which such Stock Purchase Contract is a part.

     Each Holder of Common Equity Units shall be deemed to have agreed, by acceptance of Common Equity Units, and each Beneficial Owner shall be deemed to have agreed, by acceptance of a beneficial interest in Common Equity Units, to treat, for all U.S. federal income tax purposes, (i) itself as the owner of the Stock Purchase Contracts and the related ownership interest in the Debt Securities or Treasury Securities, as applicable, pledged under the Pledge Agreement; (ii) the fair market value of each one-fortieth (1/40) undivided beneficial interest in a $1,000 principal amount Debt Security forming part of the Normal Common Equity Units as an amount equal to $25; (iii) the Debt Securities as indebtedness; and (iv) as separate economic interests, (1) the Debt Securities or Treasury Securities forming part of a Common Equity Unit; and (2) the Stock Purchase Contracts forming part of such Common Equity Unit.

     Subject to Section 5.11(b), Section 5.11(e) and Section 5.12 of the Stock Purchase Contract Agreement, the Company shall pay, on each Payment Date, the Contract Payments (net of any withholding tax required by law to be withheld by the Company on such payments, which shall be remitted to the appropriate taxing jurisdiction) payable in respect of each Stock Purchase Contract to the Person in whose name a Certificate is registered at the close of business on the Record Date relating to such Payment Date. The Contract Payments will be payable, at the option of the Company, (i) by wire transfer to the account designated by the Holder thereof by five (5) Business Day’s prior written notice to the Stock Purchase Contract Agent or (ii) by check mailed to the address of the Person entitled thereto at such Person’s address as it appears on the Security Register; provided, however, that if the Common Equity Units are held in the form of a Global Certificate, then the Contract Payments will be payable by wire transfer to the Depositary. Contract Payments payable for any period will be computed on the basis of a 360-day year of twelve 30-day months.

     Unless the certificate of authentication hereon has been executed by the Stock Purchase Contract Agent by manual signature, this Stripped Common Equity Unit Certificate shall not be entitled to any benefit under the Pledge Agreement, the Indemnification Security Agreement or the Stock Purchase Contract Agreement or be valid or obligatory for any purpose.

[Remainder of Page Intentionally Left Blank; Signature Page Follows]

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     In Witness Whereof, the Company and the Holder specified above have caused this instrument to be duly executed.

MetLife, inc.
By:
	Name:
	Title:
HOLDER SPECIFIED ABOVE         Deutsche Bank Trust Company         Americas, as attorney-in-fact of such         Holder as Stock Purchase Contract Agent
By:
	Name:
	Title:

Date:                                                      

B-4

(FORM OF REVERSE OF STRIPPED COMMON EQUITY UNIT CERTIFICATE)

     Each Stock Purchase Contract evidenced hereby is governed by the Stock Purchase Contract Agreement, dated as of November 1, 2010 (as may be supplemented from time to time, the “Stock Purchase Contract Agreement”), between the Company and Deutsche Bank Trust Company Americas (including its successors thereunder, the “Stock Purchase Contract Agent”), to which Stock Purchase Contract Agreement reference is hereby made for a description of the respective rights, limitations of rights, obligations, duties and immunities thereunder of the Stock Purchase Contract Agent, the Company, and the Holders and of the terms upon which the Stripped Common Equity Unit Certificates are, and are to be, executed and delivered.

     Each Stock Purchase Contract evidenced hereby obligates the Holder of this Stripped Common Equity Unit Certificate to purchase, and the Company to sell, on each of the First Stock Purchase Date, the Second Stock Purchase Date and the Third Stock Purchase Date, at a price equal to the Purchase Price, a number of shares of Common Stock, per Stock Purchase Contract, equal to the applicable Settlement Rate, unless on or prior to the applicable Stock Purchase Date there shall have occurred a Termination Event, Early Settlement or Cash Merger Early Settlement with respect to such Stock Purchase Contract, all as provided in the Stock Purchase Contract Agreement. Except as otherwise provided in the Stock Purchase Contract Agreement, the Purchase Price for the shares of Common Stock purchased pursuant to each Stock Purchase Contract evidenced hereby, if not paid earlier, shall be paid on the applicable Stock Purchase Date by application of payment received in respect of the principal amount with respect to the Pledged Treasury Securities pledged to secure the obligations under such Stock Purchase Contract of the Holder of the Stripped Common Equity Units of which such Stock Purchase Contract is a part.

     No fractional shares of Common Stock will be issued upon settlement of any Stock Purchase Contracts.

     Each Stock Purchase Contract evidenced hereby, which is settled through Early Settlement or Cash Merger Early Settlement, shall obligate the Holder of the related Stripped Common Equity Units to purchase, and the Company to sell, either (i) a number shares of Common Stock equal to the Early Settlement Rate (in the case of an Early Settlement) or (ii) a number of Reference Property Units equal to the Applicable Cash Merger Early Settlement Rate (in the case of a Cash Merger Early Settlement).

     In accordance with the terms of the Stock Purchase Contract Agreement, the Holder of this Stripped Common Equity Unit Certificate may pay the purchase price for the shares of Common Stock purchased pursuant to each Stock Purchase Contract evidenced hereby by effecting an Early Settlement or, if applicable, a Cash Merger Early Settlement or from the proceeds of the principal amount of the related Pledged Treasury Securities. A Holder of a Stripped Common Equity Unit who (1) does not, prior to 5:00 p.m. (New York City time) on the tenth (10th) Business Day prior to the applicable Stock Purchase Date, make an effective Early Settlement and (2) does not, prior to the applicable Stock Purchase Date, duly effect a Cash Merger Early Settlement, shall pay the applicable purchase price for the shares of Common

B-5

Stock to be delivered under the related Stock Purchase Contract from the proceeds of the maturity of the related Pledged Treasury Securities held by the Collateral Agent.

     The Company shall not be obligated to deliver any shares of Common Stock in respect of a Stock Purchase Contract or deliver any certificates therefor to the Holder unless it shall have received payment of the applicable purchase price for the shares of Common Stock to be purchased thereunder in the manner set forth in the Stock Purchase Contract Agreement.

     The Stripped Common Equity Unit Certificates are issuable only in registered form and only in denominations of a single Stripped Common Equity Unit and any integral multiple thereof. The transfer of any Stripped Common Equity Unit Certificate will be registered and Stripped Common Equity Unit Certificates may be exchanged as provided in the Stock Purchase Contract Agreement. The Security Registrar may require a Holder, among other things, to furnish appropriate endorsements and transfer documents permitted by the Stock Purchase Contract Agreement. No service charge shall be made for any registration of transfer or exchange of a Certificate, but the Company and the Security Registrar may require payment from the Holder of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any registration of transfer or exchange of Certificates, other than any exchanges not involving any transfer to a Person other than the Holder. A Holder who elects to substitute a Debt Security for a Treasury Security, thereby creating Normal Common Equity Units, shall be responsible for any fees or expenses payable in connection therewith. Except as provided in the Stock Purchase Contract Agreement, for so long as the Stock Purchase Contracts underlying a Stripped Common Equity Unit remain in effect, such Stripped Common Equity Unit shall not be separable into its constituent parts, and the rights and obligations of the Holder of such Stripped Common Equity Unit in respect of the Treasury Securities and Stock Purchase Contracts constituting such Stripped Common Equity Unit may be transferred and exchanged only as a Stripped Common Equity Unit.

     Subject to the conditions set forth in the Stock Purchase Contract Agreement, a Holder of Stripped Common Equity Units may, at any time from and after the date of the Stock Purchase Contract Agreement (but not during the period that begins at 5:00 p.m. (New York City time) on the tenth (10th) Business Day immediately preceding any scheduled Stock Purchase Date and ends at 5:00 p.m. (New York City time) on such scheduled Stock Purchase Date), exchange such Stripped Common Equity Units for Normal Common Equity Units and Treasury Securities; provided, however, that Holders may make such exchange only in integral multiples of eighty (80) Stripped Common Equity Units. To effect such exchange, the Holder must perform the actions, and make the deliveries, set forth in the Stock Purchase Contract Agreement; provided further that in no event may a Collateral Substitution be made from the time any Remarketing has priced to, and including, the Stock Purchase Date relating to such Remarketing.

     Except as otherwise provided in the Stock Purchase Contract Agreement, the Company shall pay, on each Payment Date, the Contract Payments payable in respect of each Stock Purchase Contract to the Person in whose name the Stripped Common Equity Unit Certificate evidencing such Stock Purchase Contract is registered at the close of business on the Record Date for such Payment Date. The Company shall have the right to defer Contract Payments in accordance with the Stock Purchase Contract Agreement.

B-6

     If a Termination Event occurs, then, without the necessity of any notice or action by any Holder: (a) the Stock Purchase Contracts and all obligations and rights of the Company and the Holders thereunder, including, without limitation, the rights of the Holders to receive and the obligation of the Company to pay any Contract Payments (including any accrued and unpaid Contract Payments), and the rights and obligations of Holders to purchase Common Stock on each Stock Purchase Date occurring after such Termination Event, shall immediately and automatically terminate; (b) each Common Equity Unit shall thereafter represent the right to receive the Debt Securities or the Treasury Securities, as the case may be, forming part of such Common Equity Unit, in accordance with the Pledge Agreement and (if this security is held by the Initial Holder) the Indemnification Security Agreement and, upon such receipt, shall be cancelled; and (c) the Company shall promptly, but in no event later than five (5) Business Days thereafter, give written notice of such Termination Event to the Stock Purchase Contract Agent, the Collateral Agent and the Holders, at their addresses as they appear in the Security Register.

     Subject to and upon compliance with the provisions of the Stock Purchase Contract Agreement, at the option of the Holder thereof, Stock Purchase Contracts underlying Common Equity Units may be settled early at the Early Settlement Rate.

     Upon the occurrence of a Cash Merger, a Holder of Stripped Common Equity Units may effect Cash Merger Early Settlement of the Stock Purchase Contracts underlying such Stripped Common Equity Units pursuant to the terms of the Stock Purchase Contract Agreement.

     Upon registration of transfer of this Stripped Common Equity Unit Certificate, the transferee shall be bound (without the necessity of any other action on the part of such transferee, except as may be required by the Stock Purchase Contract Agent pursuant to the Stock Purchase Contract Agreement), by the terms of the Stock Purchase Contract Agreement and the Stock Purchase Contracts evidenced hereby, and the transferor shall be released from the obligations under the Stock Purchase Contracts evidenced by this Stripped Common Equity Unit Certificate. The Company covenants and agrees, and the Holder, by its acceptance hereof, likewise covenants and agrees, to be bound by the provisions of this paragraph.

     Each Holder of a Common Equity Unit, by its acceptance of such Common Equity Unit will be deemed to have: (a) duly appointed the Stock Purchase Contract Agent to enter into and perform the related Stock Purchase Contracts, the Pledge Agreement and (in the case of the Initial Holder) the Indemnification Security Agreement on its behalf and in its name as its attorney-in-fact (including, without limitation, the execution of Certificates on behalf of such Holder); (b) irrevocably agreed to be bound by the terms and provisions of such Stock Purchase Contracts, the Pledge Agreement and (in the case of the Initial Holder) the Indemnification Security Agreement; (c) covenanted and agreed to perform its obligations under such Stock Purchase Contracts for so long as such Holder remains a Holder of a Common Equity Unit; (d) irrevocably authorized the Stock Purchase Contract Agent to enter into and perform the Stock Purchase Contract Agreement and the Pledge Agreement on its behalf and in its name as its attorney-in-fact and (in the case of the Initial Holder) irrevocably authorized the Stock Purchase Contract Agent to enter into and perform the Indemnification Security Agreement for the limited purposes set forth therein; (e) consented to, and agreed to be bound by, the Pledge of such Holder’s right, title and interest in and to the Collateral Accounts, including, without limitation, the Debt Securities and the Treasury Securities pursuant to the Pledge Agreement and the

B-7

Indemnification Security Agreement, and to the other Collateral under the Pledge Agreement; (f) for U.S. federal, state and local income and franchise tax purposes, agreed to take the positions set forth in Section 10.7(b) of the Stock Purchase Contract Agreement; and (g) irrevocably directed the Stock Purchase Contract Agent to execute the Remarketing Agreement at the direction of the Company, without the receipt of any opinion or certificate.

     Subject to the exceptions set forth in the Stock Purchase Contract Agreement, the provisions of the Stock Purchase Contract Agreement may be amended with the consent of the Holders of a majority in number of the outstanding Common Equity Units.

     The Stock Purchase Contracts and Common Equity Units shall be governed by, and construed in accordance with, the internal laws of the State of New York.

     Prior to due presentment of this Certificate for registration of transfer, the Company, the Stock Purchase Contract Agent, the Security Register and any agent of the Company, the Stock Purchase Contract Agent or the Security Registrar may treat the Person in whose name this Certificate is registered as the owner of the Common Equity Units evidenced hereby for purposes of (subject to any applicable record date) any payment on the Treasury Securities, any payment of Contract Payments and any performance of the Stock Purchase Contracts and for all other purposes whatsoever in connection with such Common Equity Units, whether or not such payment or performance shall be overdue and notwithstanding any notice to the contrary; and none of the Company, the Security Registrar or the Stock Purchase Contract Agent, nor any agent of the Company, the Security Registrar or the Stock Purchase Contract Agent, shall be affected by notice to the contrary.

     No Stock Purchase Contract shall, prior to the purchase of shares of Common Stock under such Stock Purchase Contract, entitle the Holder of a Common Equity Unit to any of the rights of a holder of shares of Common Stock, including, without limitation, the right to vote or receive any dividends or other payments or to consent to or receive notice as a stockholder in respect of the meetings of stockholders or for the election of directors of the Company or for any other matter, or any other rights whatsoever as a holder of Common Stock of the Company.

     A copy of the Stock Purchase Contract Agreement is available for inspection at the Corporate Trust Office.

B-8

ABBREVIATIONS

     The following abbreviations, when used in the inscription on the face of this instrument, shall be construed as though they were written out in full according to applicable laws or regulations:

TEN COM:	as tenants in common
UNIF GIFT MIN ACT:	Custodian                                                               (cust)(minor)
	Under Uniform Gifts to Minors Act of
TENANT:	as tenants by the entireties
JT TEN:	as joint tenants with right of survivorship and not as tenants in common

     Additional abbreviations may also be used though not in the above list.

     FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s) unto

(Please insert Social Security or Taxpayer I.D. or other Identifying Number of Assignee)

(Please print or type name and address including Postal Zip code of Assignee)

the within Stripped Common Equity Unit Certificates and all rights thereunder, hereby irrevocably constituting and appointing attorney                                                              to transfer said Stripped Common Equity Unit Certificates on the books of the Security Registrar, with full power of substitution in the premises.

Dated:	Signature
	NOTICE: The signature to this assignment must correspond with the name as it appears upon the face of the within Stripped Common Equity Unit Certificates in every particular, without alteration or enlargement or any change whatsoever.

Signature Guarantee:

B-9

SETTLEMENT INSTRUCTIONS

     The undersigned Holder directs that a certificate evidencing shares of Common Stock deliverable upon settlement on the {First} {Second} {Third} Stock Purchase Date of the Stock Purchase Contracts underlying the Stripped Common Equity Units evidenced by this Stripped Common Equity Unit Certificate be registered in the name of, and delivered, together with a check in payment for any fractional share, to the undersigned at the address indicated below, unless a different name and address have been indicated below. If shares are to be registered in the name of a Person other than the undersigned, then the undersigned shall pay any transfer tax payable incident thereto.

Dated:
	Signature
	Signature Guarantee:
	(if assigned to another person)
If shares are to be registered in the name of, and delivered to, a Person other than the Holder, please (i) print such Person’s name, address and social security or other taxpayer identification number and (ii) provide a guarantee of your signature.	REGISTERED HOLDER
	Please print name and address of Registered Holder:
Name	Name
Address	Address
Social Security or other Taxpayer Identification Number, if any

B-10

ELECTION TO SETTLE EARLY/CASH MERGER EARLY SETTLEMENT

     The undersigned Holder of this Stripped Common Equity Unit Certificate hereby irrevocably exercises the option to effect {Early Settlement} {Cash Merger Early Settlement following a Cash Merger} in accordance with the terms of the Stock Purchase Contract Agreement with respect to the Stock Purchase Contracts underlying the Stripped Common Equity Units evidenced by this Stripped Common Equity Unit Certificate specified below. The undersigned Holder directs that a certificate for shares of Common Stock or other consideration deliverable upon such {Early Settlement} {Cash Merger Early Settlement} be registered in the name of, and delivered, together with a check in payment for any fractional share and any Stripped Common Equity Unit Certificate representing any Stripped Common Equity Units evidenced hereby as to which {Early Settlement} {Cash Merger Early Settlement} of the related Stock Purchase Contracts is not effected, to, the undersigned at the address indicated below, unless a different name and address have been indicated below. {{Pledged Treasury Securities deliverable upon such Early Settlement} {Pledged Treasury Securities deliverable upon such Cash Merger Early Settlement} will be transferred in accordance with the transfer instructions set forth below.} If shares are to be registered in the name of a Person other than the undersigned, the undersigned shall pay any transfer tax payable incident thereto.

Dated: Signature  

Signature Guarantee:

     Number of Common Equity Units evidenced hereby as to which {Early Settlement} {Cash Merger Early Settlement} of the related Stock Purchase Contracts is being elected:

If shares of Common Stock or Stripped Common Equity Unit Certificates are to be registered in the name of, and delivered to, and Pledged Treasury Securities are to be transferred to, a Person other than the Holder, please (i) print such Person’s name, address and social security or other taxpayer identification number and (ii) provide a guarantee of your signature.	REGISTERED HOLDER
	Please print name and address of Registered Holder:
Name	Name
Address	Address

B-11

Social Security or other Taxpayer
Identification Number

     Transfer Instructions for Pledged Treasury Securities transferable upon {Early Settlement} {Cash Merger Early Settlement} or a Termination Event:

B-12

{TO BE ATTACHED TO GLOBAL CERTIFICATES}

SCHEDULE OF INCREASES OR DECREASES IN GLOBAL CERTIFICATE

     The following increases or decreases in this Global Certificate have been made:

	Amount of		Number of
	increase in	Amount of	Stripped Common
	Number of	decrease in	Equity Units
	Stripped	Number of	evidenced by this	Signature of
	Common Equity	Stripped Common	Global Certificate	authorized
	Units evidenced	Equity Units	following such	signatory of
	by this Global	evidenced by this	decrease or	Stock Purchase
Date	Certificate	Global Certificate	increase	Contract Agent

B-13

EXHIBIT C

Instruction to Stock Purchase Contract Agent
with Respect to a Collateral Substitution

Deutsche Bank Trust Company Americas
as Stock Purchase Contract Agent
Trust and Securities Services
60 Wall Street, 27th Floor
MS: NYC60-2710
New York, NY 10005
Fax: 732-578-4635
Attention: Corporates Team / MetLife, Inc.

Re: {Normal Common Equity Units} {Stripped Common Equity Units} of MetLife, Inc., a Delaware corporation (the “Company”).

     The undersigned Holder hereby notifies you that it has delivered to Deutsche Bank Trust Company Americas, as Securities Intermediary, for credit to the Series [C/D/E] Collateral Account, $_____ aggregate principal amount of {Debt Securities} {Treasury Securities} in exchange for the {Pledged Debt Securities} {Pledged Treasury Securities} held in the Series [C/D/E] Collateral Account, in accordance with the Pledge Agreement (the “Pledge Agreement”), dated as of November 1, 2010, among MetLife, Inc. (the “Company”) and the Collateral Agent, the Custodial Agent, the Securities Intermediary and the Stock Purchase Contract Agent named therein, as amended from time to time. Unless otherwise defined herein, terms defined in the Pledge Agreement are used herein as defined therein. The undersigned Holder has paid all applicable fees and expenses relating to such exchange. The undersigned Holder hereby instructs you to instruct the Collateral Agent to release, on behalf of the undersigned Holder, the {Pledged Debt Securities} {Pledged Treasury Securities} related to such {Normal Common Equity Units} {Stripped Common Equity Units} in accordance with the Stock Purchase Contract Agreement, the Pledge Agreement and the Indemnification Security Agreement.

Date:
	Signature Guarantee:
Please print name and address of Registered Holder:
Name	Social Security or other Taxpayer Identification Number, if any
Address

C-1

EXHIBIT D

Notice From Stock Purchase Contract Agent to Holders
(Transfer of Collateral upon Occurrence of a Termination Event)

{HOLDER}

Attention:

Telecopy: 

Re: Common Equity Units of MetLife, Inc., a Delaware corporation (the “Company”)

     Reference is hereby made to that certain Stock Purchase Contract Agreement (the “Stock Purchase Contract Agreement”), dated as of November 1, 2010, between the Company and the undersigned, as Stock Purchase Contract Agent and as attorney-in-fact for the holders of Common Equity Units from time to time. Unless otherwise defined herein, terms defined in the Stock Purchase Contract Agreement are used herein as defined therein.

     We hereby notify you we have received notice that a Termination Event has occurred and that the {Debt Securities} {Treasury Securities} (the “Released Securities”) comprising a portion of your ownership interest in ______, Common Equity Units have been released and are being held by us for your account pending receipt of transfer instructions with respect to such Released Securities.

     Pursuant to Section 3.14 of the Stock Purchase Contract Agreement, we hereby request written transfer instructions with respect to the Released Securities. Upon receipt of your instructions and upon transfer to us of your Common Equity Units effected through book-entry or by delivery to us of your Certificate, we shall transfer the Released Securities by book-entry transfer or other appropriate procedures, in accordance with your instructions.

     In the event you fail to effect such transfer or delivery, the Released Securities and any payments or distributions thereon, shall be held in our name, or a nominee in trust for your benefit, until such time as such Common Equity Units are transferred or your Certificate is surrendered or satisfactory evidence is provided that the same has been destroyed, lost or stolen, together with any indemnification that we or the Company may require.

D-1

Dated: _________	By:	Deutsche Bank Trust Company Americas
	By:
		Name:
		Title:	Authorized Signatory

D-2

EXHIBIT E

Notice to Settle by Cash

Deutsche Bank Trust Company Americas
    as Stock Purchase Contract Agent

Trust and Securities Services
60 Wall Street, 27th Floor
MS: NYC60-2710
New York, NY 10005
Fax: 732-578-4635
Attention: Corporates Team / MetLife, Inc.

Re: Normal Common Equity Units of MetLife, Inc., a Delaware corporation (the “Company”)

     Reference is hereby made to that certain Stock Purchase Contract Agreement (the “Stock Purchase Contract Agreement”), dated as of November 1, 2010, between the Company and you, as Stock Purchase Contract Agent and as attorney-in-fact for the holders of Common Equity Units from time to time. Unless otherwise defined herein, terms defined in the Stock Purchase Contract Agreement are used herein as defined therein.

     The undersigned Holder hereby irrevocably notifies you, in accordance with Section 5.2(b) of the Stock Purchase Contract Agreement, that such Holder has elected to pay, concurrently with the giving of this notice, to the Securities Intermediary for deposit in the Collateral Account (in lawful money of the United States by certified or cashiers’ check or wire transfer, in immediately available funds), $[___] as the Purchase Price for the shares of Common Stock issuable to such Holder by the Company with respect to Stock Purchase Contracts on such Stock Purchase Date. The undersigned Holder hereby instructs you to notify promptly the Collateral Agent of the undersigned Holders’ election to make such Cash Settlement with respect to the Stock Purchase Contracts related to such Holder’s Normal Common Equity Units.

Dated:___________	By:
	By:
		Name:
		Title:	Authorized Signatory

E-1

EXHIBIT F

Series C Make-Whole Table

Cash Merger	Applicable Price
Effective Date	$5.00		$10.00		$15.00		$20.00		$22.50		$25.00		$27.50		$30.00		$32.50		$35.42		$38.00		$40.00		$42.00		$44.28		$46.00		$48.00		$50.00		$52.50		$55.00		$60.00		$65.00		$70.00		$80.00		$100.00		$200.00
11-01-10		0.9713		0.8340		0.7814		0.7417		0.7230		0.7050		0.6881		0.6724		0.6583		0.6438		0.6328		0.6253		0.6187		0.6122		0.6079		0.6035		0.5997		0.5956		0.5922		0.5869		0.5833		0.5806		0.5772		0.5735		0.5665
01-10-11		1.0173		0.8575		0.7981		0.7554		0.7355		0.7164		0.6983		0.6816		0.6665		0.6509		0.6390		0.6310		0.6239		0.6169		0.6123		0.6076		0.6035		0.5992		0.5956		0.5901		0.5863		0.5835		0.5798		0.5758		0.5679
04-10-11		0.9606		0.8301		0.7825		0.7475		0.7302		0.7128		0.6957		0.6793		0.6642		0.6484		0.6362		0.6279		0.6206		0.6134		0.6087		0.6039		0.5998		0.5955		0.5919		0.5866		0.5830		0.5805		0.5773		0.5739		0.5672
07-10-11		0.9026		0.8018		0.7659		0.7392		0.7249		0.7096		0.6938		0.6779		0.6628		0.6465		0.6338		0.6251		0.6174		0.6099		0.6050		0.6000		0.5958		0.5915		0.5879		0.5828		0.5795		0.5773		0.5747		0.5719		0.5665
10-10-11		0.8433		0.7727		0.7482		0.7301		0.7194		0.7068		0.6926		0.6775		0.6624		0.6455		0.6319		0.6226		0.6143		0.6062		0.6009		0.5957		0.5913		0.5869		0.5834		0.5786		0.5757		0.5739		0.5718		0.5698		0.5658
01-10-12		0.8880		0.7955		0.7643		0.7448		0.7342		0.7216		0.7070		0.6908		0.6739		0.6547		0.6391		0.6283		0.6188		0.6096		0.6038		0.5981		0.5934		0.5887		0.5852		0.5805		0.5778		0.5761		0.5741		0.5717		0.5671
04-10-12		0.8288		0.7664		0.7456		0.7340		0.7280		0.7200		0.7090		0.6948		0.6781		0.6572		0.6392		0.6265		0.6152		0.6045		0.5979		0.5916		0.5867		0.5822		0.5790		0.5752		0.5734		0.5723		0.5710		0.5695		0.5664
07-10-12		0.7683		0.7366		0.7261		0.7208		0.7189		0.7165		0.7122		0.7038		0.6899		0.6671		0.6438		0.6261		0.6104		0.5960		0.5878		0.5809		0.5763		0.5729		0.5710		0.5695		0.5689		0.5685		0.5679		0.5672		0.5656
10-10-12		0.7058		0.7058		0.7058		0.7058		0.7058		0.7058		0.7058		0.7058		0.7058		0.7058		0.6579		0.6250		0.5952		0.5647		0.5647		0.5647		0.5647		0.5647		0.5647		0.5647		0.5647		0.5647		0.5647		0.5647		0.5647

G-1

EXHIBIT G

Series D Make-Whole Table

Cash Merger	Applicable Price
Effective Date	$5.00		$10.00		$15.00		$20.00		$22.50		$25.00		$27.50		$30.00		$32.50		$35.42		$38.00		$40.00		$42.00		$44.28		$46.00		$48.00		$50.00		$52.50		$55.00		$60.00		$65.00		$70.00		$80.00		$100.00		$200.00
11-01-10		1.0883		0.8884		0.8086		0.7530		0.7297		0.7091		0.6908		0.6748		0.6609		0.6470		0.6367		0.6297		0.6235		0.6174		0.6134		0.6092		0.6055		0.6014		0.5980		0.5925		0.5885		0.5854		0.5811		0.5762		0.5669
12-11-10		1.1369		0.9128		0.8250		0.7655		0.7409		0.7191		0.6998		0.6829		0.6683		0.6536		0.6427		0.6353		0.6289		0.6224		0.6181		0.6137		0.6098		0.6056		0.6020		0.5962		0.5919		0.5886		0.5840		0.5787		0.5684
03-11-11		1.0821		0.8870		0.8109		0.7576		0.7348		0.7141		0.6955		0.6791		0.6646		0.6501		0.6392		0.6318		0.6254		0.6189		0.6147		0.6103		0.6064		0.6023		0.5987		0.5932		0.5891		0.5860		0.5818		0.5770		0.5678
06-11-11		1.0267		0.8606		0.7963		0.7497		0.7288		0.7094		0.6916		0.6756		0.6613		0.6468		0.6359		0.6285		0.6220		0.6155		0.6113		0.6069		0.6031		0.5990		0.5955		0.5901		0.5862		0.5833		0.5795		0.5753		0.5671
09-11-11		0.9707		0.8337		0.7812		0.7416		0.7229		0.7049		0.6880		0.6723		0.6582		0.6437		0.6327		0.6252		0.6186		0.6121		0.6078		0.6034		0.5996		0.5955		0.5921		0.5869		0.5832		0.5806		0.5771		0.5735		0.5665
12-11-11		1.0180		0.8579		0.7984		0.7556		0.7357		0.7166		0.6985		0.6817		0.6666		0.6510		0.6391		0.6311		0.6240		0.6170		0.6124		0.6077		0.6036		0.5993		0.5957		0.5902		0.5863		0.5835		0.5799		0.5758		0.5679
03-11-12		0.9593		0.8294		0.7820		0.7472		0.7299		0.7125		0.6954		0.6791		0.6640		0.6482		0.6360		0.6277		0.6205		0.6133		0.6086		0.6038		0.5997		0.5954		0.5918		0.5865		0.5829		0.5804		0.5772		0.5738		0.5672
06-11-12		0.9013		0.8011		0.7655		0.7389		0.7246		0.7093		0.6935		0.6777		0.6626		0.6463		0.6336		0.6249		0.6173		0.6097		0.6048		0.5999		0.5957		0.5913		0.5878		0.5827		0.5794		0.5772		0.5746		0.5718		0.5665
09-11-12		0.8433		0.7727		0.7483		0.7301		0.7194		0.7068		0.6926		0.6776		0.6624		0.6455		0.6319		0.6226		0.6143		0.6062		0.6009		0.5957		0.5913		0.5869		0.5834		0.5786		0.5757		0.5739		0.5718		0.5698		0.5658
12-11-12		0.8887		0.7959		0.7646		0.7450		0.7343		0.7218		0.7071		0.6909		0.6740		0.6548		0.6392		0.6284		0.6189		0.6097		0.6039		0.5981		0.5934		0.5888		0.5853		0.5806		0.5778		0.5761		0.5741		0.5718		0.5671
03-11-13		0.8274		0.7657		0.7451		0.7337		0.7277		0.7197		0.7088		0.6946		0.6779		0.6570		0.6390		0.6263		0.6151		0.6043		0.5977		0.5914		0.5866		0.5820		0.5788		0.5751		0.5733		0.5722		0.5710		0.5694		0.5663
06-11-13		0.7669		0.7360		0.7256		0.7205		0.7185		0.7162		0.7119		0.7036		0.6897		0.6669		0.6436		0.6259		0.6102		0.5958		0.5876		0.5807		0.5762		0.5727		0.5709		0.5694		0.5688		0.5684		0.5679		0.5671		0.5655
09-11-13		0.7058		0.7058		0.7058		0.7058		0.7058		0.7058		0.7058		0.7058		0.7058		0.7058		0.6579		0.6250		0.5952		0.5647		0.5647		0.5647		0.5647		0.5647		0.5647		0.5647		0.5647		0.5647		0.5647		0.5647		0.5647

H-1

EXHIBIT H

Series E Make-Whole Table

Cash Merger	Applicable Price
Effective Date	$5.00		$10.00		$15.00		$20.00		$22.50		$25.00		$27.50		$30.00		$32.50		$35.42		$38.00		$40.00		$42.00		$44.28		$46.00		$48.00		$50.00		$52.50		$55.00		$60.00		$65.00		$70.00		$80.00		$100.00		$200.00
11-01-10		1.1955		0.9373		0.8330		0.7649		0.7384		0.7158		0.6964		0.6799		0.6658		0.6519		0.6417		0.6348		0.6287		0.6226		0.6186		0.6143		0.6106		0.6065		0.6030		0.5972		0.5927		0.5893		0.5842		0.5782		0.5669
01-08-11		1.2460		0.9619		0.8487		0.7766		0.7487		0.7250		0.7047		0.6875		0.6727		0.6582		0.6475		0.6403		0.6339		0.6276		0.6233		0.6189		0.6150		0.6107		0.6070		0.6009		0.5962		0.5925		0.5872		0.5807		0.5684
04-08-11		1.1946		0.9381		0.8358		0.7688		0.7424		0.7196		0.7000		0.6831		0.6687		0.6544		0.6438		0.6367		0.6304		0.6242		0.6200		0.6157		0.6118		0.6077		0.6040		0.5982		0.5937		0.5902		0.5852		0.5792		0.5679
07-08-11		1.1420		0.9137		0.8225		0.7610		0.7362		0.7144		0.6954		0.6790		0.6648		0.6508		0.6403		0.6333		0.6271		0.6209		0.6168		0.6125		0.6087		0.6046		0.6011		0.5954		0.5912		0.5879		0.5832		0.5778		0.5675
10-08-11		1.0880		0.8882		0.8085		0.7529		0.7297		0.7090		0.6908		0.6748		0.6609		0.6470		0.6366		0.6297		0.6235		0.6174		0.6133		0.6091		0.6054		0.6014		0.5980		0.5925		0.5884		0.5853		0.5810		0.5762		0.5669
01-08-12		1.1374		0.9131		0.8252		0.7656		0.7410		0.7192		0.6999		0.6830		0.6683		0.6537		0.6428		0.6354		0.6289		0.6225		0.6182		0.6138		0.6099		0.6056		0.6020		0.5962		0.5919		0.5886		0.5840		0.5787		0.5684
04-08-12		1.0833		0.8876		0.8113		0.7579		0.7350		0.7143		0.6958		0.6793		0.6648		0.6503		0.6393		0.6320		0.6255		0.6191		0.6148		0.6104		0.6066		0.6024		0.5989		0.5933		0.5892		0.5861		0.5818		0.5770		0.5678
07-08-12		1.0280		0.8612		0.7967		0.7500		0.7291		0.7097		0.6919		0.6758		0.6615		0.6470		0.6360		0.6287		0.6221		0.6157		0.6114		0.6070		0.6032		0.5991		0.5956		0.5902		0.5863		0.5834		0.5796		0.5753		0.5672
10-08-12		0.9713		0.8340		0.7814		0.7417		0.7230		0.7050		0.6881		0.6724		0.6583		0.6438		0.6328		0.6253		0.6187		0.6122		0.6079		0.6035		0.5997		0.5956		0.5922		0.5869		0.5833		0.5806		0.5772		0.5735		0.5665
01-08-13		1.0173		0.8575		0.7981		0.7554		0.7355		0.7164		0.6983		0.6816		0.6665		0.6509		0.6390		0.6310		0.6239		0.6169		0.6123		0.6076		0.6035		0.5992		0.5956		0.5901		0.5863		0.5835		0.5798		0.5758		0.5679
04-08-13		0.9606		0.8301		0.7825		0.7475		0.7302		0.7128		0.6957		0.6793		0.6642		0.6484		0.6362		0.6279		0.6206		0.6134		0.6087		0.6039		0.5998		0.5955		0.5919		0.5866		0.5830		0.5805		0.5773		0.5739		0.5672
07-08-13		0.9026		0.8018		0.7659		0.7392		0.7249		0.7096		0.6938		0.6779		0.6628		0.6465		0.6338		0.6251		0.6174		0.6099		0.6050		0.6000		0.5958		0.5915		0.5879		0.5828		0.5795		0.5773		0.5747		0.5719		0.5665
10-08-13		0.8433		0.7727		0.7482		0.7301		0.7194		0.7068		0.6926		0.6775		0.6624		0.6455		0.6319		0.6226		0.6143		0.6062		0.6009		0.5957		0.5913		0.5869		0.5834		0.5786		0.5757		0.5739		0.5718		0.5698		0.5658
01-08-14		0.8880		0.7955		0.7643		0.7448		0.7342		0.7216		0.7070		0.6908		0.6739		0.6547		0.6391		0.6283		0.6188		0.6096		0.6038		0.5981		0.5934		0.5887		0.5852		0.5805		0.5778		0.5761		0.5741		0.5717		0.5671
04-08-14		0.8288		0.7664		0.7456		0.7340		0.7280		0.7200		0.7090		0.6948		0.6781		0.6572		0.6392		0.6265		0.6152		0.6045		0.5979		0.5916		0.5867		0.5822		0.5790		0.5752		0.5734		0.5723		0.5710		0.5695		0.5664
07-08-14		0.7683		0.7366		0.7261		0.7208		0.7189		0.7165		0.7122		0.7038		0.6899		0.6671		0.6438		0.6261		0.6104		0.5960		0.5878		0.5809		0.5763		0.5729		0.5710		0.5695		0.5689		0.5685		0.5679		0.5672		0.5656
10-08-14		0.7058		0.7058		0.7058		0.7058		0.7058		0.7058		0.7058		0.7058		0.7058		0.7058		0.6579		0.6250		0.5952		0.5647		0.5647		0.5647		0.5647		0.5647		0.5647		0.5647		0.5647		0.5647		0.5647		0.5647		0.5647

I-1

EX-4.3

Exhibit 4.3

Execution Version

Indemnification Collateral Account Security
and Control Agreement

among

MetLife, Inc.,
as Secured Party

ALICO Holdings LLC,
as Pledgor

Deutsche Bank Trust Company Americas,
as Securities Intermediary and Pledge Collateral Agent

Deutsche Bank Trust Company Americas,
as Stock Purchase Contract Agent
and

American International Group, Inc.

Dated as of November 1, 2010

Table of Contents

	Page
ARTICLE I
Definitions
SECTION 1.1 Certain Terms Defined; Interpretation		2
ARTICLE II
Grant of Security Interests; Financing Statements
SECTION 2.1 Grant of Security Interests		6
SECTION 2.2 Financing Statements		6
SECTION 2.3 Satisfaction of Obligation to Transfer Collateral		7
SECTION 2.4 Name and Address of Pledgor		7
SECTION 2.5 Secured Party and Pledge Collateral Agent May Perform		7
SECTION 2.6 Secured Party and Pledge Collateral Agent Appointed Attorneys-in-Fact		8
SECTION 2.7 Taxes		8
SECTION 2.8 Voting Rights		9
SECTION 2.9 Ability to Enforce Collateral		9
SECTION 2.10 Security Interest Absolute		11
SECTION 2.11 Further Assurances		12
ARTICLE III
Appointment and Status of Securities Intermediary and Pledge Collateral Agent; Indemnification Collateral Account
SECTION 3.1 Appointment; Identification of Indemnification Collateral		12
SECTION 3.2 Status of Securities Intermediary		13
SECTION 3.3 Representations, Warranties and Covenants of Securities Intermediary		13
SECTION 3.4 Representations, Warranties and Covenants of Pledge Collateral Agent		14
SECTION 3.5 Representations, Warranties and Covenants of Pledgor		15
SECTION 3.6 Use of Depositories		15
SECTION 3.7 Merger, Conversion, Consolidation or Succession to Business		15
SECTION 3.8 Rights in Other Capacities		15
ARTICLE IV
Collateral Services
SECTION 4.1 Delivery of Indemnification Collateral		16
SECTION 4.2 Release of Indemnification Collateral		16
SECTION 4.3 Substitutions		17
SECTION 4.4 Common Equity Units as Collateral		18
SECTION 4.5 Treatment of Proceeds		20
SECTION 4.6 Exclusive Control		20
SECTION 4.7 Statements		21
SECTION 4.8 Notice of Adverse Claims		21
SECTION 4.9 Subordination of Lien; Set-off		21
SECTION 4.10 No Release Without Consent		21

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	Page
ARTICLE V
General Terms and Conditions
SECTION 5.1 Standard of Care; Limitation of Liability; Indemnification		22
SECTION 5.2 No Obligation Regarding Quality of Collateral		23
SECTION 5.3 No Responsibility Concerning Indemnification Provisions		23
SECTION 5.4 No Duty of Oversight		23
SECTION 5.5 Advice of Counsel		23
SECTION 5.6 No Collection Obligations		24
SECTION 5.7 Fees and Expenses		24
SECTION 5.8 Effectiveness of Instructions; Reliance; Risk Acknowledgements; Additional Terms		24
SECTION 5.9 Certain Rights		25
SECTION 5.10 Indemnification Collateral Account Disclosure		26
SECTION 5.11 Force Majeure		26
SECTION 5.12 No Implied Duties		26
ARTICLE VI
Miscellaneous
SECTION 6.1 Resignation or Removal of Securities Intermediary and Pledge Collateral Agent		26
SECTION 6.2 Termination		27
SECTION 6.3 Certificates of Authorized Persons		28
SECTION 6.4 Notices		28
SECTION 6.5 Cumulative Rights; No Waiver		29
SECTION 6.6 Severability; Amendments; Assignment		29
SECTION 6.7 Governing Law; Jurisdiction; Waiver of Immunity; Jury Trial Waiver		29
SECTION 6.8 No Third Party Beneficiaries		30
SECTION 6.9 Counterparts		30
SECTION 6.10 USA PATRIOT ACT		30
SECTION 6.11 Agreement of Stock Purchase Contract Agent		30
SCHEDULE I Contact Persons for Confirmation	SI-1

ii

     This Indemnification Collateral Account Security and Control Agreement, dated as of November 1, 2010 (the “Agreement”), by and among MetLife, Inc., a Delaware corporation, as secured party for its own benefit and for the benefit of all other Acquiror Indemnified Parties (as defined in the Stock Purchase Agreement referred to below) (“Secured Party”), ALICO Holdings LLC, a Delaware limited liability company (“Pledgor”), Deutsche Bank Trust Company Americas, a New York banking corporation, in its capacity as securities intermediary hereunder (“Securities Intermediary”) and Deutsche Bank Trust Company Americas, a New York banking corporation, as pledge collateral agent hereunder (“Pledge Collateral Agent”), for certain limited purposes, Deutsche Bank Trust Company Americas, a New York banking corporation, in its capacity as Stock Purchase Contract Agent (“Stock Purchase Contract Agent”) under the Pledge Agreement described below, and, for certain limited purposes, American International Group, Inc., a Delaware corporation (“AIG”).

W i t n e s s e t h:

     Whereas, Secured Party, American International Group, Inc., a Delaware corporation (“Pledgor Parent”), and Pledgor have entered into a Stock Purchase Agreement, dated as of March 7, 2010 (as the same may be amended from time to time, the “Stock Purchase Agreement”), containing provisions in Article XI thereof for the indemnification of Secured Party and the other Acquiror Indemnified Parties (Article XI thereof, other than the provisions in Section 11.03 thereof, being referred to as the “Indemnification Provisions”);

     Whereas, pursuant to the Stock Purchase Agreement, Secured Party, Pledgor Parent, Pledgor and certain other parties named therein have entered into the Ancillary Agreements (as defined below), in furtherance of the agreements and arrangements contemplated in the Stock Purchase Agreement;

     Whereas, Secured Party and Deutsche Bank Trust Company Americas, a New York banking corporation, as Stock Purchase Contract Agent, acting on behalf of all holders of Common Equity Units (as defined below), including Pledgor, and Securities Intermediary in its capacity as Collateral Agent (in such capacity, “Collateral Agent”), have entered into a Pledge Agreement, dated as of November 1, 2010 (as the same may by amended from time to time, the “Pledge Agreement”), in connection with the issuance of Common Equity Units to Pledgor as part of the consideration paid to Pledgor by Secured Party pursuant to the Stock Purchase Agreement;

     Whereas, pursuant to this Agreement, Pledgor desires to pledge to Secured Party, for the benefit of Secured Party and the other Acquiror Indemnified Parties, the Indemnification Collateral (as defined below) and the Pledge Collateral (as defined below) in order to secure the payment of Pledgor’s obligations to Secured Party and the other Acquiror Indemnified Parties under the Indemnification Provisions, this Agreement, and the Ancillary Agreements;

     Whereas, Secured Party and Pledgor have requested Securities Intermediary to hold the Indemnification Collateral (other than the Pledge Collateral) in custody and to perform certain other functions as more fully described herein;

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     Whereas, Secured Party and Pledgor have requested Pledge Collateral Agent to hold the Pledge Collateral in custody and to perform certain other functions in its capacity as Pledge Collateral Agent as more fully described herein, in addition and supplementary to, but not in conflict with, its functions as Collateral Agent under the Pledge Agreement; and

     Whereas, Securities Intermediary and Pledge Collateral Agent are willing to act on behalf of Secured Party and Pledgor in respect of Indemnification Collateral and Pledge Collateral delivered to Securities Intermediary and Pledge Collateral Agent by Pledgor for the benefit of Secured Party (both for its own benefit and the benefit of the other Acquiror Indemnified Parties), subject to the terms hereof;

     Now, Therefore, in consideration of the mutual promises set forth herein and for other good and valuable consideration, the parties hereto agree as follows:

ARTICLE I
Definitions

     SECTION 1.1 Certain Terms Defined; Interpretation. For all purposes of this Agreement, except as otherwise expressly provided or unless the context otherwise requires:

     (a) the terms defined in this Article I shall have the meanings assigned to them in this Article I and, where the context requires, include the plural as well as the singular, and nouns and pronouns of the masculine gender include the feminine and neuter genders;

     (b) the words “herein,” “hereof” and “hereunder” and other words of similar import refer to this Agreement as a whole and not to any particular Article, Section or other subdivision;

     (c) the terms “bank,” “chattel paper,” “deposit account,” “entitlement holder,” “entitlement order,” “financial asset,” “general intangible,” “investment property,” “payment intangible,” “proceeds,” “security,” “security entitlement” and “securities intermediary” shall have the meanings set forth in Articles 8 and 9 of the UCC (as defined below);

     (d) Section headings are included in this Agreement for convenience only and shall have no substantive effect on its interpretation; and

     (e) the following terms have the meanings given to them in this Section 1.1(e):

     “Acquiror Indemnified Parties” shall have the meaning set forth in the Stock Purchase Agreement.

     “Acquiror Interim Preferred Stock” shall mean the Series B Contingent Convertible Junior Participating Non-Cumulative Perpetual Preferred Stock, $0.01 per share, of Secured Party.

     “Ancillary Agreements” shall mean the Transition Services Agreement, the Investor Rights Agreement and the Special Asset Protection Agreement.

2

     “Authorized Person” shall mean any person, whether or not an officer or employee of a Secured Party or Pledgor, duly authorized by a Secured Party or Pledgor, respectively, to give Written Instructions on behalf of a Secured Party or Pledgor, respectively; each such person to be designated in a Certificate of Authorized Persons which contains a specimen signature of such person.

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

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

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

     “Collateral” shall have the meaning set forth in the Pledge Agreement.

     “Collateral Agent” shall have the meaning set forth in the Recitals hereto.

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

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

     “Depository” shall mean the Treasury/Reserve Automated Debt Entry System maintained at The Federal Reserve Bank of New York for receiving and delivering securities, The Depository Trust Company, Euroclear Bank S.A./N.V., Clearstream Banking, société anonyme, and any depository, book-entry system or clearing agency (and their respective successors and assigns) authorized to act as a securities depository or clearing agency, pursuant to applicable law and identified to Pledgor from time to time.

     “Eligible Collateral” shall have the meaning set forth in the Indemnification Provisions.

     “Excess Collateral Amount” shall have the meaning set forth in Section 4.2 hereof.

     “Fair Value” shall have the meaning set forth in Section 11.05 of the Stock Purchase Agreement.

     “Includible Amounts” shall have the meaning set forth in Section 2.7 hereof.

     “Indemnification Collateral” shall mean all of Pledgor’s right, title and interest, now or hereafter existing, in and to the Indemnification Collateral Account, the Initial Collateral, the Pledge Collateral, all investment property, financial assets and securities entitlements credited or required or agreed to be credited to the securities account constituting part of the Indemnification Collateral Account, any and all funds credited to the deposit account constituting part of the Indemnification Collateral Account, all dividends, interest, cash, securities, instruments (as defined in Article 9 of the UCC), general and payment intangibles (each as defined in Article 9 of the UCC), account (as defined in Article 9 of the UCC), security entitlements, investment property and other financial assets at any time and from time to time received, receivable or otherwise distributed in respect of or in exchange for, or as a renewal of, or reinvestment for, or

3

substitution of, amounts or property in the Indemnification Collateral Account, all rights, powers, remedies and privileges of Pledgor under or with respect to the Indemnification Collateral Account or any of the foregoing and under or with respect to the Stock Purchase Contract Agreement, all deposit accounts, general and payment intangibles (each as defined in Article 9 of the UCC), accounts (as defined in Article 9 of the UCC) and chattel paper related to or associated with any of the foregoing, and all proceeds and returns of and from any of the foregoing.

     “Indemnification Collateral Account” shall mean the securities account (Account No. S54232.6) established and maintained by Securities Intermediary and designated “MetLife, Inc., Indemnification Coll A/C” (as the same may be redesignated, renumbered or otherwise modified), and the non-interest bearing deposit account (Account No. S54232.7), identically designated, established and maintained by Securities Intermediary in its capacity as a bank in connection with the securities account.

     “Indemnification Provisions” shall have the meaning set forth in the Recitals hereto.

     “Initial Collateral” shall mean Eligible Collateral required by the Indemnification Provisions to be credited to the Indemnification Collateral Account on the Closing Date, the particular composition of such Eligible Collateral for these purposes to be determined pursuant to the Stock Purchase Agreement.

     “Investor Rights Agreement” shall mean the Investor Rights Agreement, dated as of November 1, 2010, by and among Pledgor, Pledgor Parent and Secured Party, as the same may be amended from time to time.

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

     “Losses” shall have the meaning set forth in Section 5.1 hereof.

     “Notice of Enforcement” shall mean a notice pursuant to Section 2.9 hereof that a Secured Party is enforcing its rights against all or any portion of the Indemnification Collateral.

     “Obligations” shall mean all present and future obligations and liabilities (whether actual or contingent) of Pledgor to Secured Party and the other Acquiror Indemnified Parties under this Agreement, the Indemnification Provisions and the Ancillary Agreements.

     “Person” shall mean a legal person, including any individual, corporation, estate, partnership, joint venture, association, joint-stock company, limited liability company, trust, unincorporated organization or government or any agency or political subdivision thereof or any other entity of whatever nature.

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

     “Pledge Collateral” shall mean all Pledgor’s right, title and interest, now or hereafter existing, in and to the Collateral that is credited, or required under this Agreement and the Pledge Agreement to be credited, to (or that is otherwise related to) the Pledge Collateral

4

Accounts established under the Pledge Agreement, all dividends, interest, cash, securities, instruments (as defined in Article 9 of the UCC), security entitlements, investment property and other financial assets at any time and from time to time received, receivable or otherwise distributed in respect of or in exchange for, or as a renewal of, or reinvestment for, or substitution of, amounts or property in the Pledge Collateral Accounts, all rights, powers, remedies and privileges of Pledgor under or with respect to the Collateral, the Pledge Collateral Accounts or any of the foregoing, the Stock Purchase Contracts associated with the Common Equity Units from time to time credited or required to be credited to the Indemnification Collateral Account, all deposit accounts, general or payment intangibles, accounts (as defined in Article 9 of the UCC), instruments (as defined in Article 9 of the UCC) and chattel paper related to or associated with any of the foregoing, and all proceeds and returns of and from any of the foregoing.

     “Pledge Collateral Accounts” shall mean the Pledged Unit Subaccounts established under Section 11.11 of the Pledge Agreement to hold the Collateral that secures the performance of Pledgor (referred to as the “Initial Holder” in the Pledge Agreement) under the Stock Purchase Contracts that relate to and form part of the Common Equity Units constituting a portion of the Indemnification Collateral and under the Pledge Agreement.

     “Pledge Collateral Agent” shall have the meaning set forth in the Preamble hereto.

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

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

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

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

     “Special Asset Protection Agreement” shall mean the Special Asset Protection Agreement, dated as of November 1, 2010, by and among Secured Party, Pledgor, Pledgor Parent and American Life Insurance Company, a Delaware-domiciled insurance company, as the same may be amended from time to time.

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

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

     “Stock Purchase Contract Agent” shall have the meaning set forth in the Preamble hereto.

     “Stock Purchase Contract Agreement” shall mean the Stock Purchase Contract Agreement, to be dated as of November 1, 2010, between Secured Party and Stock Purchase Contract Agent, as the same may be amended from time to time.

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

5

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

     “Tax Law” shall have the meaning used in the Stock Purchase Agreement.

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

     “Transition Services Agreement” shall mean the Transition Services Agreement, dated as of November 1, 2010, by and between Secured Party and Pledgor Parent, as the same may be amended from time to time.

     “Treasury Security” has the meaning set forth in the Stock Purchase Contract Agreement.

     “UCC” shall mean the Uniform Commercial Code as in effect from time to time in the State of New York.

     “Unpaid Obligation Amount” shall have the meaning set forth in Section 2.9 hereof.

     “Written Instructions” shall mean written communications received by Securities Intermediary or Pledge Collateral Agent via letter, facsimile transmission, or other method or system specified by Securities Intermediary or Pledge Collateral Agent, as the case may be, as available for use in connection with this Agreement.

ARTICLE II
Grant of Security Interests; Financing Statements

     SECTION 2.1 Grant of Security Interests. As security for the Obligations, Pledgor hereby pledges to Secured Party (for its own benefit and the benefit of the other Acquiror Indemnified Parties), and grants to Secured Party (for its own benefit and the benefit of the other Acquiror Indemnified Parties) a security interest in, the Indemnification Collateral. For the protection of such security interest and pledge and as further security for the Obligations, Pledgor also pledges to Pledge Collateral Agent for the benefit of Secured Party, and grants to Pledge Collateral Agent for the benefit of Secured Party a security interest in, the Pledge Collateral.

     SECTION 2.2 Financing Statements. Pledgor agrees to take all actions which may be necessary or advisable under all applicable laws to perfect the security interests created and granted by this Agreement in favor of Secured Party (for its own benefit and the benefit of the other Acquiror Indemnified Parties) and Pledge Collateral Agent against Pledgor, to ensure that the security interest of Secured Party (for its own benefit and the benefit of the other Acquiror Indemnified Parties) in the Indemnification Collateral is a first priority lien, senior and prior in right of claim to any creditors claiming an interest in and to the Indemnification Collateral (except as provided below with respect to the Pledge Collateral), and to ensure that the security interest of Secured Party (for its own benefit and the benefit of the other Acquiror Indemnified Parties) in the Pledge Collateral granted to Pledge Collateral Agent for the benefit of Secured Party (for its own benefit and the benefit of the other Acquiror Indemnified Parties) pursuant to

6

this Agreement for the purpose of securing the Obligations ranks pari passu with the security interest in the Pledge Collateral granted to Collateral Agent pursuant to the Pledge Agreement for the benefit of Secured Party. In furtherance thereof, Pledgor hereby authorizes the Secured Party to record and file with the appropriate filing office, at Pledgor’s own expense, UCC-1 financing statements (including any continuation statements with respect to such financing statements when applicable) with respect to the security interests in the Indemnification Collateral and the Pledge Collateral granted to Secured Party (for its own benefit and the benefit of the other Acquiror Indemnified Parties) and Pledge Collateral Agent, respectively, pursuant to this Agreement, and Secured Party shall deliver a file-stamped copy of such financing statements or continuation statements to Pledgor. Secured Party hereby acknowledges on its own behalf and on behalf of the other Acquiror Indemnified Parties that portions of the Pledge Collateral are subject to the lien created under, and the rights in favor of the Collateral Agent granted by, the terms of the Pledge Agreement and agrees (i) not to exercise any of its remedies hereunder with respect to any Common Equity Unit that is not a Pledged Unit and (ii) not to take any action under this Agreement with respect to the Pledge Collateral relating to any Pledged Unit with respect to which its remedies hereunder are not being exercised.

     SECTION 2.3 Satisfaction of Obligation to Transfer Collateral. Pledgor will be required to deliver Indemnification Collateral as follows: (i) in the case of cash, payment or delivery to the Indemnification Collateral Account; (ii) in the case of certificated securities that cannot be delivered by book-entry, delivery in appropriate physical form to Securities Intermediary accompanied by duly executed instruments of transfer properly completed and executed in blank; and (iii) in the case of securities that can be delivered in book-entry form, the giving of written instructions to the issuer or the appropriate securities intermediary sufficient if complied with to result in a legally effective transfer of the relevant interest to Securities Intermediary. In the case of Pledge Collateral, Stock Purchase Contract Agent, Pledgor, Secured Party, Securities Intermediary and Pledge Collateral Agent agree to take such actions as may be necessary to ensure that the Pledge Collateral required to be credited to the Pledge Collateral Accounts under the Pledge Agreement is properly so credited in the manner required by the Pledge Agreement.

     SECTION 2.4 Name and Address of Pledgor. Pledgor represents that its exact legal name is ALICO Holdings LLC and that it is a Delaware limited liability company and its mailing address is: ALICO Holdings LLC, c/o American International Group, Inc., 80 Pine Street, New York, New York 10270. Pledgor covenants with Secured Party (for its own benefit and the benefit of the other Acquiror Indemnified Parties) as follows:

          (i) without providing at least ten (10) days’ prior written notice to Secured Party (or such shorter period as may be agreed at any time by Secured Party in writing), it will not change its name or its mailing address, and

          (ii) without the prior written consent of Secured Party, not to be unreasonably withheld, it will not change its type of organization, jurisdiction of organization or other legal structure.

     SECTION 2.5 Secured Party and Pledge Collateral Agent May Perform. If Pledgor fails to perform any of its obligations under this Agreement, Secured Party may itself perform, or

7

cause performance of, such obligations with respect to the Indemnification Collateral, and Pledge Collateral Agent, pursuant to instructions from Secured Party, may itself perform, or cause performance of, such obligations with respect to the Pledge Collateral, and the expense of Secured Party or Pledge Collateral Agent incurred in connection with such performance shall be payable by Pledgor.

     SECTION 2.6 Secured Party and Pledge Collateral Agent Appointed Attorneys-in-Fact. Pledgor hereby irrevocably constitutes and appoints Secured Party, Pledge Collateral Agent and any officer or agent thereof, with full power of substitution, as its true and lawful attorneys-in-fact with full irrevocable power and authority in the place and stead of Pledgor or in Secured Party’s or Pledge Collateral Agent’s own name (but for the benefit of Secured Party and the other Acquiror Indemnified Parties), for the purpose of carrying out the terms of this Agreement, to take any and all appropriate action and to execute any and all documents and instruments that may be necessary or useful to accomplish the purposes of this Agreement, including, without limitation, taking any action which may be necessary in any applicable jurisdiction to perfect and to maintain the perfection and priority of Secured Party’s interest in the Indemnification Collateral Account and the Indemnification Collateral and Pledge Collateral Agent’s security interest (for the benefit of Secured Party and the other Acquiror Indemnified Parties) in the Pledge Collateral and the Pledge Collateral Accounts, including, without limitation, the filing of any financing and continuation statements in any applicable jurisdiction and to take any action and to execute any instrument, representing any dividend, interest payment or other distribution in respect of the Indemnification Collateral or the Pledge Collateral or any part thereof and to give full discharge for the same as Secured Party or Pledge Collateral Agent (for the benefit of Secured Party and the other Acquiror Indemnified Parties) may deem necessary or advisable to accomplish the purpose of this Agreement. To the extent permitted by law, Pledgor hereby ratifies all that said attorneys shall lawfully do or cause to be done by virtue hereof. This power of attorney is a power coupled with an interest and is irrevocable.

     SECTION 2.7 Taxes. Pledgor will include all income and gain, including any accrued income or gain, to the extent any such income or gain is required to be taken into account for Tax purposes pursuant to applicable Tax Law, on or with respect to the Eligible Collateral and Indemnification Collateral held in the Indemnification Collateral Account and the Pledge Collateral held in any Pledge Collateral Account including all gains, dividends, interest, proceeds, returns and other amounts (such amounts, the “Includible Amounts”) in Pledgor’s gross income for federal, state, local and other Tax purposes, whether or not the Includible Amounts have been distributed, and the Includible Amounts shall be reported, as and to the extent required by Law, by the Securities Intermediary and Pledge Collateral Agent to the IRS, or any other relevant Tax Authority, on IRS Form 1099 or 1042S (or other appropriate form) as income and gain earned by the Pledgor, and Pledgor shall duly pay any Taxes resulting therefrom. Any other Tax Returns required to be filed will be prepared and filed by Pledgor with the IRS and any other relevant Tax Authority as required by law. Pledgor shall indemnify the Secured Party against any and all Taxes relating to the Eligible Collateral, Indemnification Collateral or Pledge Collateral, including all Taxes imposed on a Secured Party to the extent that the Secured Party is required by applicable Tax Law (including section 468B of the Code and any temporary or final regulations issued thereunder) to include any Includible Amounts in the Secured Party’s gross income for federal, state, local or other Tax purposes and all Taxes

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resulting from the disposition or transfer of the Eligible Collateral, Indemnification Collateral or Pledge Collateral (including any transfer or disposition that is made in order to satisfy the payment of an Unpaid Obligation Amount), and Pledgor’s right to indemnity with respect to such Taxes shall be considered an Unpaid Obligation Amount for purposes of this Agreement. The Securities Intermediary and the Pledge Collateral Agent are holding the Indemnification Collateral Account and the Pledge Collateral Accounts for the benefit of the Secured Party and not for their own account. Pledgor shall pay or reimburse the Stock Purchase Contract Agent, the Pledge Collateral Agent and the Securities Intermediary upon request for any transfer taxes or other taxes relating to the Indemnification Collateral or the Pledge Collateral incurred in connection herewith and shall indemnify and hold harmless the Stock Purchase Contract Agent, the Pledge Collateral Agent and the Securities Intermediary from any amounts that they are obligated to pay in the way of such taxes. Any payments of income from the Indemnification Account or the Pledge Collateral Accounts shall be subject to withholding regulations then in force with respect to United States taxes. The Pledgor shall provide the Stock Purchase Contract Agent, the Pledge Collateral Agent and the Securities Intermediary with appropriate W-9 forms for tax identification number certifications, or W-8 forms for non-resident alien certifications. Except as otherwise provided herein, the Pledgor shall be entitled to any interest earnings in the Indemnification Account and the Pledge Collateral Accounts. It is understood that the Pledge Collateral Agent and the Securities Intermediary shall only be responsible for income reporting with respect to income earned on the Pledge Collateral Accounts and the Indemnification Account and will not be responsible for any other reporting. This paragraph shall survive notwithstanding any termination of this Agreement or the resignation or removal of the Stock Purchase Contract Agent, the Pledge Collateral Agent or the Securities Intermediary.

     SECTION 2.8 Voting Rights. Pledgor shall be entitled to exercise any and all voting and other consensual rights, if any, pertaining to the Indemnification Collateral, the Pledge Collateral or any part thereof for any purpose, subject to the limitations set forth in the Investor Rights Agreement. Neither Pledge Collateral Agent nor Securities Intermediary shall have any obligation to or responsibilities with respect to the exercise of voting or any other consensual rights pertaining to the Indemnification Collateral, the Pledge Collateral or any part thereof.

     SECTION 2.9 Ability to Enforce Collateral. In accordance with the terms of this Agreement, the Indemnification Provisions and the Ancillary Agreements, from time to time, Secured Party may determine that it or any of the other Acquiror Indemnified Parties is owed an amount in respect of the Obligations, which amount may be equal in value to all or any part of the amount to the credit of the Indemnification Collateral Account. In such event, which may occur multiple times as provided in the agreements or provisions constituting the Obligations, Secured Party is entitled in accordance with the Indemnification Provisions to make a demand upon Pledgor for, or otherwise receive, payment for such Obligations (for its own benefit or the benefit of the other applicable Acquiror Indemnified Parties). Pursuant to Section 11.05(a) of the Stock Purchase Agreement, Pledgor may in some instances satisfy such demand by delivering Eligible Collateral that is credited to the Indemnification Collateral Account with a Fair Value equal to the amount demanded. Upon receipt from Pledgor of a request complying with the requirements of such Section 11.05(a) that some or all of the amount demanded be paid using Eligible Collateral constituting Indemnification Collateral, Secured Party agrees to instruct Securities Intermediary to debit the requested number of Common Equity Units or shares of

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Common Stock or Acquiror Interim Preferred Stock and/or withdraw the requested amount of cash from the Indemnification Collateral Account and transfer such Common Equity Units, Common Stock, Acquiror Interim Preferred Stock and/or cash to such account as Secured Party may designate in payment of Obligations with a Fair Value represented by such transferred Common Equity Units, Common Stock, Acquiror Interim Preferred Stock and/or cash. Securities Intermediary may conclusively assume, in complying with such instructions from the Secured Party, that Secured Party has received the foregoing request from Pledgor and that the amount of Eligible Collateral to be withdrawn is in the proper amount and shall comply with such instructions as soon as practicable. The failure of Pledgor to satisfy such demand or make such payment in full (in either case, regardless of whether such demand is permitted by the Indemnification Provisions to be satisfied by Pledgor prior to default by delivering a request to Secured Party in the manner described above that Secured Party debit Eligible Collateral from the Indemnification Collateral Account), after compliance by Secured Party with the terms of the applicable provisions or agreement constituting the relevant Obligations and the terms of the Indemnification Provisions, including, without limitation, any terms relating to the resolution of disagreements regarding the amount or existence of any indemnification or other Obligation, shall constitute a default hereunder. It shall also constitute a default hereunder if, in the case of any payment required to be made under Article II, Section 6.12, Sections 11.02(a)(vii),(viii) or (ix) of the Stock Purchase Agreement or the non-indemnification provisions of any Ancillary Agreement, or pursuant to the Special Asset Protection Agreement, the Pledgor and Pledgor Parent shall fail to make such payment in full in accordance with Sections 6.24 and 11.05(a)(i) and (ii). Upon the occurrence of a default for any of the reasons set forth above, Secured Party may exercise in respect of the Indemnification Collateral, and Pledge Collateral Agent may, for the benefit of Secured Party (whether for Secured Party’s benefit or for the benefit of other Acquiror Indemnified Parties) and upon the instructions of Secured Party, exercise in respect of the Pledge Collateral (subject to the last sentence of Section 2.2), in addition to other rights and remedies provided for herein or in Section 11.05(a) of the Stock Purchase Agreement or otherwise available to it, all the rights and remedies of a secured party on default under the UCC, or under other applicable law, with respect to such portions of the Indemnification Collateral having in the aggregate a value equal to the amount of the Obligations then due to Secured Party but unpaid (the “Unpaid Obligation Amount”), such value to equal, to the extent Eligible Collateral is applied, the Fair Value of such Eligible Collateral and otherwise to equal such other amount as shall be determined in a manner consistent with applicable law. Such instructions from Secured Party shall specify the portions of the Indemnification Collateral with respect to which such remedies shall be exercised and shall certify that such Indemnification Collateral has the value required by the preceding sentence. Secured Party may also, without notice except as required by law, upon the occurrence and during the continuance of any such default direct Securities Intermediary from time to time, to the extent permitted by law, to (i) transfer, deliver, and pay over to Secured Party, or as Secured Party directs, all or any part of the Indemnification Collateral and the proceeds thereof (including, without limitation, any distributions of cash and securities made in respect of the Indemnification Collateral, including Pledge Collateral to the extent it relates to Pledged Units being applied to the payment of any Unpaid Obligation Amount) in an amount up to the Unpaid Obligation Amount and Secured Party may apply any cash received from Securities Intermediary to the payment of the Obligations then due to Secured Party but unpaid, and (ii) sell the Indemnification Collateral in an amount up to the Unpaid Obligation Amount or any part thereof in one or more parcels at public or private sale, at

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any exchange, broker’s board or at any of Secured Party’s or Securities Intermediary’s offices or elsewhere, for cash, on credit or for future delivery, and upon such other terms as Secured Party may deem commercially reasonable, and Secured Party may instruct Pledge Collateral Agent, as secured party for the benefit of Secured Party (for its own benefit and the benefit of the other Acquiror Indemnified Parties), to take such action with respect to the Pledge Collateral (subject to the last sentence of Section 2.2), including, without limitation, the transfer at the time specified by Secured Party of any such Pledge Collateral out of any Pledged Unit Subaccount to the appropriate other subaccount under the Pledge Agreement, as may be necessary or desirable to effectuate the transfer or sale of Indemnification Collateral described above; provided that the aggregate value (calculated as provided in the Stock Purchase Agreement and herein) of the Indemnification Collateral, any such transferred Pledge Collateral and the proceeds of the disposition thereof applied to the payment of the Obligations at any time shall not exceed the Unpaid Obligation Amount at such time, the amount of the Unpaid Obligations to be certified to Securities Intermediary and Pledge Collateral Agent; and provided, further, that Secured Party shall not exercise, or cause Pledge Collateral Agent to exercise, any rights with respect to the Pledge Collateral that would breach the covenant set forth in the last sentence of Section 2.2 or that would adversely affect the operation of the Pledge Agreement, any Stock Purchase Contract or the Stock Purchase Contract Agreement. Pledgor acknowledges that to the extent the Indemnification Collateral credited to the Indemnification Collateral Account or the Pledge Collateral credited to the Pledge Collateral Accounts under the Pledge Agreement is of a type sold in a recognized market, no notice by Secured Party or Pledge Collateral Agent to Pledgor shall be required prior to the sale of any Indemnification Collateral or Pledge Collateral hereunder. In the event such notice is given, neither Secured Party nor Pledge Collateral Agent shall be obligated to make any sale of Indemnification Collateral or Pledge Collateral regardless of such notice having been given. Secured Party or Pledge Collateral Agent, as the case may be, may adjourn any public or private sale from time to time by announcement at the time and place fixed therefor, and such sale may, without further notice, be made at the time and place to which it was so adjourned. Upon any sale or transfer of any Common Equity Units contained in the Indemnification Collateral, whether upon Secured Party’s exercise of its rights as a secured party hereunder or upon the instructions of Pledgor in connection with a substitution of Indemnification Collateral, the Pledge Collateral associated with such Common Equity Units being sold shall, if such Common Equity Units shall continue to be outstanding after such sale or other transfer, be transferred from the Pledge Collateral Accounts to the other appropriate subaccounts with the Collateral Agent under the Pledge Agreement.

     SECTION 2.10 Security Interest Absolute. All rights of Secured Party and Pledge Collateral Agent for benefit of the Secured Party and the security interests granted hereunder, and all obligations of Pledgor hereunder, shall be absolute and unconditional irrespective of: (i) any change in time, manner or place of payment of, or in any other term of, all or any of the Obligations, or any other amendment or waiver of or any consent to any departure from the Indemnification Provisions; (ii) any exchange, release or non-perfection of any other collateral, or any release or amendment or waiver of or consent to departure from any guaranty, for all or any of the Obligations; or (iii) any other circumstance which might otherwise constitute a defense available to, or a discharge of, Pledgor in respect of the Obligations other than full and final payment thereof.

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     SECTION 2.11 Further Assurances. Pledgor, Secured Party, Securities Intermediary and Pledge Collateral Agent agree that, at any time and from time to time at the expense of Pledgor, Pledgor shall promptly execute and deliver all further instruments and documents and take all further action that may be necessary or desirable or that Secured Party, Securities Intermediary or Pledge Collateral Agent (upon the instructions of Secured Party, in the case of Securities Intermediary or Pledge Collateral Agent) may reasonably request in order to create, perfect, and protect any pledge or security interest granted or purported to be granted hereby or to enable Secured Party to exercise and enforce its rights and remedies hereunder with respect to the Indemnification Collateral and to enable Pledge Collateral Agent to exercise and enforce for the benefit of Secured Party its rights and remedies hereunder with respect to the Pledge Collateral. If Pledgor shall fail to execute such instruments or documents or to take such further action, Securities Intermediary or Pledge Collateral Agent, upon the instructions of Secured Party, may do so in Pledgor’s stead in their own names or as Pledgor’s attorneys-in-fact, and at Pledgor’s expense.

ARTICLE III
Appointment and Status of Securities Intermediary and
Pledge Collateral Agent;
Indemnification Collateral Account

     SECTION 3.1 Appointment; Identification of Indemnification Collateral. Secured Party and Pledgor hereby appoint Securities Intermediary and Pledge Collateral Agent to perform their respective duties as set forth herein and authorize Securities Intermediary to hold that portion of the Indemnification Collateral consisting of cash or securities in the Indemnification Collateral Account and Pledge Collateral Agent to hold that portion of the Pledge Collateral required to be so held in the Pledge Collateral Accounts established under the Pledge Agreement in the name of the Securities Intermediary or the name of its nominees, except as otherwise provided in the Pledge Agreement. Securities Intermediary and Pledge Collateral Agent hereby accept such appointments and agree to establish and maintain the Indemnification Collateral Account and the Pledge Collateral Accounts under the Pledge Agreement and this Agreement and maintain appropriate records identifying the Indemnification Collateral in the Indemnification Collateral Account as pledged by Pledgor to Secured Party and the Pledge Collateral in the Pledge Collateral Accounts as pledged by Pledgor to Pledge Collateral Agent for benefit of Secured Party. Pledgor hereby authorizes Securities Intermediary to, and Securities Intermediary agrees with Pledgor, Secured Party and Pledge Collateral Agent that Securities Intermediary will, comply with all Written Instructions, including entitlement orders relating to the securities account that is part of the Indemnification Collateral Account and instructions relating to the disposition of funds in the deposit account that is part of the Indemnification Collateral Account, originated by Secured Party with respect to the Indemnification Collateral, and that it will comply with all Written Instructions of Pledge Collateral Agent with respect to the Pledge Collateral Accounts, without further consent or direction from Pledgor or any other party. Pledge Collateral Agent agrees with Secured Party that it will act as secured party for benefit of

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Secured Party with respect to the Pledge Collateral and the Pledge Collateral Accounts under the Pledge Agreement and will comply with all Written Instructions originated by Secured Party with respect to the Pledge Collateral and the Pledge Collateral Accounts without further consent or direction from Pledgor or any other party.

     SECTION 3.2 Status of Securities Intermediary; Funds not to be Invested. Securities Intermediary represents that it is a securities intermediary within the meaning of Section 8-102(a)(14) of the UCC with respect to the Indemnification Collateral Account and Pledge Collateral Accounts. Pledgor, Secured Party, Pledge Collateral Agent and Securities Intermediary intend that all assets, including cash, held in the securities account constituting part of the Indemnification Collateral Account and in the Pledge Collateral Accounts under the Pledge Agreement shall be treated as financial assets, but agree that any funds being held in the Indemnification Collateral Account shall be held in the deposit account of the Securities Intermediary that comprises part of the Indemnification Collateral Account. The parties agree that Securities Intermediary is a bank with respect to any deposit account comprising part of the Indemnification Collateral Account. The parties further agree that any cash held in the Indemnification Collateral Account shall not be invested and shall not earn interest.

     SECTION 3.3 Representations, Warranties and Covenants of Securities Intermediary. Securities Intermediary represents and warrants to, and covenants with, Secured Party and Pledgor as follows:

          (i) While it is acting as Securities Intermediary hereunder, Securities Intermediary will remain qualified as a securities intermediary and as a bank. Securities Intermediary, in the ordinary course of its business, maintains and, while it is acting as Securities Intermediary hereunder, will continue to maintain securities accounts for others, and, while it is acting as Securities Intermediary hereunder, will continue to make deposit accounts available to customers.

          (ii) The portion of the Indemnification Collateral Account that is intended to be a securities account and the Pledge Collateral Accounts are and will be maintained by Securities Intermediary as securities accounts to which financial assets are or may be credited, and the portion of the Indemnification Collateral Account that is intended to be a deposit account will be maintained as a deposit account by Securities Intermediary in its capacity as a bank.

          (iii) Except for the rights and interests of Secured Party, Pledge Collateral Agent and Pledgor described in this Agreement and the Pledge Agreement, Securities Intermediary has not been advised of any right or claim (including any adverse claim) to, or interest in, the Indemnification Collateral Account, the Indemnification Collateral, the Pledge Collateral or the Pledge Collateral Accounts.

          (iv) All property delivered to Securities Intermediary to be credited to the securities account constituting part of the Indemnification Collateral Account or to the Pledge Collateral Accounts will be in the possession of Securities Intermediary or to its credit on the books of other securities intermediaries or Depositories in a quantity corresponding to the types and aggregate amounts credited to such securities account and all other securities accounts maintained by Securities Intermediary.

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          (v) Securities Intermediary will not change the names or account numbers of either the securities account or the deposit account constituting part of the Indemnification Collateral Account, or of the Pledge Collateral Accounts, without the prior written consent of Secured Party.

          (vi) Other than this Agreement and the Pledge Agreement, Securities Intermediary has not entered into and will not enter into any agreement with any person relating to the Indemnification Collateral, the Indemnification Collateral Account or any financial asset or cash credited to it or to the Pledge Collateral, and the Pledge Collateral Accounts or any financial asset or cash credited to them, including any control agreement or any agreement that purports to limit or condition the obligation of Securities Intermediary to comply with entitlement orders or instructions of Secured Party or the entitlement orders of Pledge Collateral Agent. Securities Intermediary has not agreed to comply, will not comply and will not agree to comply with entitlement orders or instructions of any Person other than Secured Party with respect to the Indemnification Collateral Account or the Indemnification Collateral and Pledge Collateral Agent with respect to the Pledge Collateral and the Pledge Collateral Accounts.

          (vii) The “securities intermediary’s jurisdiction” (within the meaning of Section 8-110 of the UCC) of Securities Intermediary is and will remain for the term of this Agreement the State of New York.

     SECTION 3.4 Representations, Warranties and Covenants of Pledge Collateral Agent. Pledge Collateral Agent represents and warrants to, and covenants with, Secured Party as follows:

     (a) Except for the rights and interests of Secured Party and Pledgor described in this Agreement and the Pledge Agreement, Pledge Collateral Agent has not been advised of any right or claim (including any adverse claim) to or interest in the Pledge Collateral or the Pledge Collateral Accounts.

     (b) All property delivered to Pledge Collateral Agent to be credited to the Pledge Collateral Accounts will be in the possession of Securities Intermediary or to its credit on the books of other securities intermediaries or Depositories in a quantity corresponding to the types and aggregate amounts credited to such securities account and all other securities accounts maintained by Securities Intermediary.

     (c) Pledge Collateral Agent will not change the names or account numbers of the Pledge Collateral Accounts without the prior written consent of Secured Party.

     (d) Other than this Agreement and the Pledge Agreement, Pledge Collateral Agent has not entered into and will not enter into any agreement with any Person relating to the Pledge Collateral Accounts, including any control agreement or any agreement that purports to limit or condition the obligation of Pledge Collateral Agent to follow the instructions of Secured Party or of Securities Intermediary to comply with entitlement orders or instructions of Pledge Collateral Agent with respect to the Pledge Collateral Accounts. Pledge Collateral Agent has not agreed to comply, will not comply and will not agree to comply with entitlement orders or any other

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instructions of any person other than Secured Party with respect to the Pledge Collateral and the applicable Collateral Accounts, except as set forth in the Pledge Agreement.

     SECTION 3.5 Representations, Warranties and Covenants of Pledgor. Pledgor represents and warrants to, and covenants with, Secured Party, Pledge Collateral Agent and Securities Intermediary as follows:

     (a) It has not granted and will not grant, or permit to exist, any security or other interest in or any right or claim (including any adverse claim) to the Indemnification Collateral Account, the Indemnification Collateral, the Pledge Collateral or the Pledge Collateral Accounts except those contemplated by this Agreement and the Pledge Agreement; and

     (b) Other than this Agreement, the Pledge Agreement and any customary funds transfer, account or other customer agreement with Securities Intermediary not inconsistent with this Agreement, Pledgor has not entered into and will not enter into any agreement with any person relating to the Indemnification Collateral Account, the Indemnification Collateral, the Pledge Collateral or the Pledge Collateral Accounts.

     SECTION 3.6 Use of Depositories. Secured Party and Pledgor hereby authorize Securities Intermediary to utilize Depositories in connection with its performance hereunder. Indemnification Collateral or Pledge Collateral held by Securities Intermediary in a Depository will be held subject to the rules, terms and conditions of such Depository. Where Indemnification Collateral or Pledge Collateral is held in a Depository, Securities Intermediary shall identify on its records as belonging to Pledgor and pledged to Secured Party or Pledge Collateral Agent for the benefit of Secured Party, as appropriate, a quantity of securities as part of a fungible bulk of securities held in Securities Intermediary’s account at such Depository. Securities deposited in a Depository will be represented in accounts which include only assets held by Securities Intermediary for its customers.

     SECTION 3.7 Merger, Conversion, Consolidation or Succession to Business. Any Person into which Pledge Collateral Agent or Securities Intermediary may be merged or converted or with which it may be consolidated, or any Person resulting from any merger, conversion or consolidation to which Pledge Collateral Agent or Securities Intermediary shall be a party, or any person succeeding to all or substantially all of the corporate trust business of Pledge Collateral Agent or Securities Intermediary shall be the successor of Pledge Collateral Agent or Securities Intermediary, respectively, hereunder without the execution or filing of any paper with any party hereto or any further act on the part of any of the parties hereto except where an instrument of transfer or assignment is required by law to effect such succession, anything herein to the contrary notwithstanding; provided, however, that if Pledge Collateral Agent and Securities Intermediary are no longer the same corporate entity, such merger, conversion, consolidation or succession to business shall instead be treated as a simultaneous resignation of Pledge Collateral Agent and Securities Intermediary hereunder.

     SECTION 3.8 Rights in Other Capacities. Pledge Collateral Agent and Securities Intermediary and their affiliates may (without having to account therefor to Pledgor, Secured Party or Stock Purchase Contract Agent) accept deposits from, lend money to, make investments in and generally engage in any kind of banking, trust or other business with Pledgor, Secured

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Party or Stock Purchase Contract Agent, any other person interested herein and any holder of Common Equity Units (and any of their respective subsidiaries or affiliates) as if it were not acting as Pledge Collateral Agent or Securities Intermediary, as the case may be, and Pledge Collateral Agent, Securities Intermediary and their affiliates may accept fees and other consideration from Pledgor, Secured Party, Stock Purchase Contract Agent and any holder of Common Equity Units without having to account for the same to the Pledgor or Secured Party, subject to its other representations and covenants herein.

ARTICLE IV
Collateral Services

     SECTION 4.1 Delivery of Indemnification Collateral. At the Closing (as defined in the Stock Purchase Agreement), Pledgor shall deliver or cause to be delivered in the method specified in Section 2.3 to Securities Intermediary the Initial Collateral for credit to and/or deposit in the Indemnification Collateral Account, and Pledge Collateral Agent shall establish the Pledge Collateral Accounts and credit the Pledge Collateral thereto as provided in the Pledge Agreement.

     SECTION 4.2 Release of Indemnification Collateral. At any time on or after each of the dates which is the 12-month, 24-month and 30-month anniversary of the Closing Date (or if, in each case, such date is not a Business Day, on the next succeeding Business Day), or as otherwise provided in Section 11.05(c) of the Stock Purchase Agreement, Pledgor shall be entitled to withdraw Indemnification Collateral from the Indemnification Collateral Account to the extent and in the amount and manner set forth in such Section 11.05(c) (the amount permitted to be withdrawn being the “Excess Collateral Amount”); provided, however, that Pledgor has delivered written notice to Secured Party, with a copy to Securities Intermediary, at least ten (10) Business Days in advance of the proposed date of withdrawal detailing the Indemnification Collateral proposed to be withdrawn and specifying the account or address to which the withdrawn Collateral should be delivered; provided, further, that Securities Intermediary has received a Written Instruction and/or entitlement order from Secured Party at least five (5) Business Days in advance of the requested withdrawal authorizing the withdrawal of such Excess Collateral Amount; and provided, further, that upon the occurrence of a Parent Bankruptcy, no Indemnification Collateral shall be released hereunder pursuant to Sections 11.05(c) except to the extent, in the manner and at the time or times permitted thereby; provided, that in connection with each such withdrawal all of the conditions in this Section 4.2 have been complied with. Secured Party hereby agrees that it will timely deliver an appropriate entitlement order to the Securities Intermediary adequate to permit a permitted transfer of any Excess Collateral Amount. If any Common Equity Units are withdrawn from the Indemnification Collateral Account, the corresponding Pledge Collateral shall be transferred from the Pledge Unit Subaccounts to the appropriate other subaccounts under the Pledge Agreement. In order to facilitate the withdrawal hereunder of Indemnification Collateral and Pledge Collateral while such Collateral is evidenced by securities, the Secured Party shall provide the appropriate registrar for such Collateral a sufficient supply of securities for purposes of issuance and exchange and shall cause such registrars to coordinate and cooperate with the Securities Intermediary and Pledge Collateral Agent to effect such withdrawal. The Securities Intermediary

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and the Pledge Collateral Agent, as such, shall have no responsibility for any delay by any registrar to provide securities to effect any such withdrawal or the related issuance and exchange.

     If any Indemnification Collateral is required to remain in the Indemnification Collateral Account after the 30-month anniversary of the Closing Date, Pledgor similarly shall be entitled thereafter to withdraw any Excess Collateral Amount; provided, however, that Pledgor has delivered written notice to Secured Party and Securities Intermediary at least ten (10) Business Days in advance of the proposed date of withdrawal detailing the Indemnification Collateral proposed to be withdrawn and specifying the account or address to which the withdrawn Collateral should be delivered; and provided, further, that Securities Intermediary has received a Written Instruction and/or entitlement order from Secured Party at least five (5) Business Days in advance of the requested withdrawal authorizing the withdrawal of such Excess Collateral Amount. Secured Party hereby agrees that it will timely deliver an appropriate entitlement order to Securities Intermediary adequate to permit a permitted transfer of any Excess Collateral Amount. If any Common Equity Units are withdrawn from the Indemnification Collateral Account, the corresponding Pledge Collateral shall be transferred from the Pledge Collateral Accounts to the appropriate other Collateral Accounts under the Pledge Agreement.

     If Secured Party does not intend to deliver an instruction and/or entitlement order to Securities Intermediary authorizing a withdrawal under the circumstances described above, Secured Party shall deliver to Pledgor a notice providing detail of the defects in Pledgor’s withdrawal request not later than five (5) Business Days prior to the proposed date of withdrawal. Secured Party will give written notice to Securities Intermediary and Pledge Collateral Agent upon the satisfaction in full of the Obligations. If any Common Equity Units remain in the Indemnification Collateral Account upon such satisfaction in full (and provided such notice has been received by the Securities Intermediary and the Pledge Collateral Agent), such Common Equity Units will be transferred to Pledgor or upon its order and the corresponding Pledge Collateral shall be transferred from the Pledge Collateral Accounts to the other appropriate subaccounts under the Pledge Agreement.

     SECTION 4.3 Substitutions. Subject to the provisions of this Section 4.3, Pledgor may substitute Eligible Collateral for any Indemnification Collateral then held in the Indemnification Collateral Account. As a condition to effecting a substitution, at least ten (10) Business Days in advance of the proposed date of substitution, Pledgor shall be required to deliver written notice to Secured Party, with a copy to Securities Intermediary, specifying: (i) the proposed date of substitution, (ii) the Eligible Collateral proposed to be transferred to the Indemnification Collateral Account and (iii) the Indemnification Collateral proposed to be withdrawn from the Indemnification Collateral Account. Pledgor shall be entitled to effect the proposed substitution; provided, that Securities Intermediary has received a Written Instruction and/or entitlement order from Secured Party at least five (5) Business Days in advance of the requested withdrawal authorizing Securities Intermediary to effect the substitution and that, prior to such substitution, the Pledgor shall have delivered to the Secured Party a written opinion of outside counsel for the Pledgor, in form and substance reasonably acceptable to the Secured Party stating that (i) this Agreement is effective to create a security interest in the Eligible Collateral in favor of the Secured Party; (ii) by virtue of this Agreement, the Secured Party’s security interest in the Eligible Collateral has been perfected; and (iii) no adverse claim to a financial asset credited to a

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securities account constituting part of the Indemnification Collateral Account may be asserted against the Secured Party’s security interest in the Eligible Collateral. Securities Intermediary shall be entitled to conclusively assume that such opinion has been delivered unless Secured Party gives it written notice to the contrary. Secured Party hereby agrees that it will timely deliver an appropriate entitlement order to the Securities Intermediary adequate to permit a permitted substitution of Indemnification Collateral; provided, however, that it shall not be required to deliver such an instruction and/or entitlement order unless the Fair Value of the Eligible Collateral proposed to be transferred to the Indemnification Collateral Account is at least equal to the Fair Value of the Indemnification Collateral proposed to be withdrawn from the Indemnification Collateral Account. If Secured Party does not intend to deliver an instruction and/or entitlement order to Securities Intermediary authorizing a substitution of Indemnification Collateral under the circumstances described above Secured Party shall deliver to Pledgor a notice, not later than five (5) Business Days prior to the proposed date of withdrawal, providing details of the shortfall in the Fair Value of the Eligible Collateral to be transferred as compared to the Fair Value of the Indemnification Collateral proposed to be withdrawn. If any substitution involves the withdrawal of Common Equity Units from the Indemnification Collateral Account, the Pledge Collateral corresponding to such Common Equity Units shall be transferred from the Pledge Collateral Accounts to the other appropriate subaccounts under the Pledge Agreement. Substitutions of Pledge Collateral pursuant to the terms of Sections 5.1(c), 5.2 and 5.3 of the Pledge Agreement shall be effected in accordance with such terms and Section 4.4(a) hereof. Notwithstanding the foregoing, Pledgor will be permitted to substitute any proceeds of a sale or transfer of Eligible Collateral permitted under the Investor Rights Agreement following reasonable notice to Secured Party with a copy to Securities Intermediary, and Secured Party hereby agrees that it will timely deliver an appropriate securities entitlement order to Securities Intermediary adequate to permit such substitution of Indemnification Collateral.

     SECTION 4.4 Common Equity Units as Collateral.

     (a) Collateral Substitutions. If Pledgor effects a Collateral Substitution (as such term is defined in the Stock Purchase Contract Agreement) with respect to any Stock Purchase Contracts forming part of Common Equity Units credited to the Indemnification Collateral Account by exercising its right to do so under the Stock Purchase Contract Agreement, the Stock Purchase Contracts and the Pledge Agreement, the Normal Common Equity Units or Stripped Common Equity Units (as such terms are defined in the Stock Purchase Contract Agreement) created pursuant to such Collateral Substitution, but not the Debt Securities or Treasury Securities (as such terms are defined in the Stock Purchase Contact Agreement) released from the security interest created pursuant to the Pledge Agreement, shall, unless otherwise agreed by Secured Party, be credited to the Indemnification Collateral Account as additional Indemnification Collateral, and the Debt Securities or Treasury Securities released from the security interest created pursuant to the Pledge Agreement shall be released from the security interest created pursuant to this Agreement and delivered to the Pledgor. Secured Party shall be entitled to retain the Normal Common Equity Units or Stripped Common Equity Units created pursuant to such Collateral Substitution without there being any reduction in the Obligations as a result of such retention.

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     (b) Cash Settlement. If Pledgor effects an Early Settlement, Cash Settlement or Cash Merger Early Settlement (as such terms are defined in the Stock Purchase Contract Agreement) other than as described in Section 4.4(d) below of any Stock Purchase Contracts forming part of Common Equity Units credited to the Indemnification Collateral Account for cash by exercising its right to do so under the Stock Purchase Contract Agreement, the Stock Purchase Contracts and the Pledge Agreement, or duly elects not to exercise its Put Right upon a Final Failed Remarketing (as such terms are defined in the Stock Purchase Contract Agreement and Pledge Agreement, respectively), the Common Stock so acquired, but not the cash paid therefor, shall, unless otherwise agreed by Secured Party, be credited to the Indemnification Collateral Account as additional Indemnification Collateral. Secured Party shall be entitled to retain the cash paid as the purchase price for such Common Stock without there being any reduction in the Obligations as a result of such retention. The Debt Securities or Treasury Securities in the Pledge Collateral Accounts relating to the Stock Purchase Contracts pursuant to which such cash purchase was made shall be released from the Pledge Collateral Accounts to Pledgor upon such purchase pursuant to the terms of the Pledge Agreement.

     (c) Remarketing. If Pledgor purchases Common Stock with the cash proceeds of any remarketing, in accordance with the terms of the Stock Purchase Contract Agreement, the Stock Purchase Contracts and the Pledge Agreement, of Debt Securities forming part of the Common Equity Units credited to the Indemnification Collateral Account, the Common Stock so acquired, but not the cash received therefore, shall, unless otherwise agreed by Secured Party, be credited to the Indemnification Collateral Account as additional Indemnification Collateral. Secured Party shall be entitled to retain cash proceeds as the purchase price for such Common Stock without there being any reduction in the Obligations as a result of such retention. The Debt Securities sold in such remarketing that were credited to the Pledge Collateral Accounts shall be released from the Pledge Collateral Accounts pursuant to the terms of the Pledge Agreement.

     If Pledgor purchases Common Stock pursuant to Stock Purchase Contracts relating to any Common Equity Units credited to the Indemnification Collateral Account in consideration for the cash proceeds of Treasury Securities, the Common Stock so acquired shall, unless otherwise agreed by Secured Party, be credited to the Indemnification Collateral Account as additional Indemnification Collateral. Secured Party shall be entitled to retain such consideration as the purchase price for such Common Stock without there being any reduction in the Obligations as a result of such retention.

     (d) Put Right; Settlement in Kind. If Pledgor purchases Common Stock pursuant to Stock Purchase Contracts relating to any Common Equity Units credited to the Indemnification Collateral Account in consideration for any Debt Securities pursuant to its deemed exercise of the Put Right or in connection with a Cash Merger Early Settlement (each as defined in the Stock Purchase Contract Agreement), the Common Stock so acquired, but not such Debt Securities, shall, unless otherwise agreed by Secured Party, be credited to the Indemnification Collateral Account as additional Indemnification Collateral. Secured Party shall be entitled to retain such consideration as the purchase price for such Common Stock without there being any reduction in the Obligations as a result of such retention, and such Debt Securities or Treasury Securities shall be released from the Pledge Collateral Accounts pursuant to the Pledge Agreement.

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     (e) Termination Events. If, pursuant to Stock Purchase Contracts relating to any Common Equity Units credited to the Indemnification Collateral Account, Pledgor takes Debt Securities or Treasury Securities free and clear of the lien of the Pledge Agreement rather than Common Stock as a result of a Termination Event (as defined in the Stock Purchase Contract Agreement), such Debt Securities or Treasury Securities so acquired, shall, unless otherwise agreed by Secured Party, be credited to the Indemnification Collateral Account as additional Indemnification Collateral and shall be released from the Pledge Collateral Accounts pursuant to the Pledge Agreement.

     (f) Cooperation. So long as no default has occurred and is continuing, upon request of Pledgor to exercise any of its rights with respect to Common Equity Units credited to the Indemnification Collateral Account as set forth in Sections 4.4(a) through (d) above, Secured Party and Securities Intermediary shall cooperate with Pledgor, including by delivering any appropriate instruction or notice required pursuant to the terms of the Stock Purchase Contract Agreement and Pledge Agreement, to effect the exercise of such rights.

     SECTION 4.5 Treatment of Proceeds. Except as set forth in Sections 2.9 and 4.4 hereof, all dividends, interest, distributions, amounts received in respect of redemption and all other proceeds of the Indemnification Collateral shall be released from the security interest created pursuant to this Agreement and Securities Intermediary shall promptly upon receipt thereof (i) credit to the Collateral Agent for distribution to the Pledgor as provided in the Pledge Agreement all such proceeds relating to the Pledge Collateral and (ii) deliver to Pledgor all such proceeds not relating to the Pledge Collateral.

     SECTION 4.6 Exclusive Control. Securities Intermediary is authorized to act upon any Written Instructions, including entitlement orders with respect to the securities account that is part of the Indemnification Collateral Account and instructions relating to the deposit account that is part of the Indemnification Collateral Account, solely and exclusively from Secured Party. Securities Intermediary is authorized to act upon any Written Instructions, including entitlement orders with respect to the Pledge Collateral Accounts, solely and exclusively from Pledge Collateral Agent. Secured Party hereby covenants for the benefit of Pledgor that Secured Party will not originate entitlement orders or instructions concerning the Indemnification Collateral Account or the Indemnification Collateral or cause Pledge Collateral Agent to take any action with respect to the Pledge Collateral or the Pledge Collateral Accounts except as provided in Sections 2.9, 4.2, 4.3 and 4.4 hereof with respect to payment of Obligations when due, the substitution, withdrawal, release or transfer of Indemnification Collateral or Pledge Collateral, the treatment of proceeds and the exercise its rights as a secured party upon default. The foregoing covenant is for the benefit of Pledgor only and will not be deemed to constitute a limitation on Secured Party’s right, as between Securities Intermediary and Secured Party, to originate entitlement orders and instructions with respect to the Indemnification Collateral Account and the Indemnification Collateral, on Securities Intermediary’s obligation to comply with those entitlement orders and instructions without further consent by Pledgor, on Secured Party’s right, as between Secured Party and Pledge Collateral Agent, to instruct Pledge Collateral Agent to take action with respect to the Pledge Collateral or the Pledge Collateral Accounts, or on Pledge Collateral Agent’s obligation to comply with those instructions without further consent by Pledgor. Securities Intermediary agrees that it will, without inquiry or

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consent of Pledgor or any person acting or purporting to act on behalf of Pledgor, comply with Written Instructions (including entitlement orders and instructions relating to the deposit account that is part of the Indemnification Collateral Account) from Secured Party with respect to the Indemnification Collateral Account. Without prejudice to the exclusive right of Secured Party to give entitlement orders, if Securities Intermediary receives conflicting directions with respect to the Indemnification Collateral Account or the Indemnification Collateral from Pledgor and Secured Party, Securities Intermediary will act at the direction of Secured Party and will be fully protected in so acting. Pledge Collateral Agent agrees to comply with instructions given pursuant to the Pledge Agreement and with instructions given by Secured Party pursuant to this Agreement without further consent from Pledgor. If instructions of Secured Party to Pledge Collateral Agent pursuant to this Agreement conflict with the obligations of the Pledge Collateral Agent under the Pledge Agreement, Pledge Collateral Agent shall be entitled to comply with the Pledge Agreement and not to comply with such conflicting instructions given pursuant to this Agreement.

     SECTION 4.7 Statements. Securities Intermediary shall furnish Pledgor and Secured Party with monthly Indemnification Collateral Account statements in accordance with its customary procedures. Securities Intermediary shall also furnish Pledgor and Secured Party with monthly statements with respect to the Pledge Collateral Accounts in accordance with its customary procedures. The requirements of this Section 4.7 shall be performed by the Securities Intermediary by granting each of the Pledgor and the Secured Party on-line read only access to the Indemnification Collateral Account and the Pledge Collateral Accounts.

     SECTION 4.8 Notice of Adverse Claims. Upon receipt of written notice of any lien, encumbrance or adverse claim against the Indemnification Collateral Account, the Pledge Collateral Accounts or any portion of the Indemnification Collateral or Pledge Collateral, Securities Intermediary shall use reasonable efforts to notify Secured Party and Pledgor as promptly as practicable under the circumstances.

     SECTION 4.9 Subordination of Lien; Set-off. The parties agree that any security interest in or lien on, or right of set-off with respect to, any of the Indemnification Collateral or the Pledge Collateral that Securities Intermediary or Pledge Collateral Agent may now or in the future may have is hereby subordinated to the security interest of Secured Party hereunder, except to the extent of any fees, charges, expenses and other amounts owed to Securities Intermediary or Pledge Collateral Agent and incurred in connection with the performance of the duties of Securities Intermediary hereunder and the maintenance and operation of the Indemnification Collateral Account and the Indemnification Collateral, for which Securities Intermediary shall have a prior claim to the Indemnification Collateral.

     SECTION 4.10 No Release Without Consent. Securities Intermediary and Pledge Collateral Agent agree that they will not extend any credit nor make any loans secured by the Indemnification Collateral, the Indemnification Collateral Account, the Pledge Collateral or the Pledge Collateral Accounts, including without limitation any so-called “margin loans.” Except as provided in Sections 2.9, 4.2, 4.3 and 4.4 hereof or in the Pledge Agreement, no payments of principal or interest, or addition, substitution, sale, transfer, release, withdrawal or other

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alienation of Indemnification Collateral or the Pledge Collateral shall be made except upon the written consent of Secured Party.

ARTICLE V
General Terms and Conditions

     SECTION 5.1 Standard of Care; Limitation of Liability; Indemnification.

     (a) Except as otherwise expressly provided herein, Securities Intermediary and Pledge Collateral Agent shall not be liable for any costs, expenses, damages, liabilities or claims, including attorneys’ fees (“Losses”) incurred by or asserted against Pledgor or Secured Party, except those Losses arising out of the gross negligence or willful misconduct of Securities Intermediary or Pledge Collateral Agent, respectively. Neither Securities Intermediary nor Pledge Collateral Agent shall have any liability whatsoever for the action or inaction of any Depository. In no event shall Securities Intermediary or Pledge Collateral Agent be liable to Pledgor, Secured Party or any third party for special, indirect or consequential damages, or lost profits or loss of business, arising in connection with this Agreement, nor shall Securities Intermediary or Pledge Collateral Agent be liable:

     (i) for acting in accordance with any Written Instructions actually received by Securities Intermediary or Pledge Collateral Agent and reasonably believed by Securities Intermediary or Pledge Collateral Agent, respectively, to have been given by an Authorized Person of Secured Party;

     (ii) for conclusively presuming that all disbursements of cash or deliveries of securities directed by Secured Party by a Written Instruction are in accordance with this Agreement, the Pledge Agreement or the Indemnification Provisions, as the case may be,

     (iii) for holding property in any particular country, including, but not limited to, losses resulting from nationalization, expropriation or other governmental actions; regulation of the banking or securities industry; exchange or currency controls or restrictions, devaluations or fluctuations; availability of cash or securities or market conditions which prevent the transfer of property or execution of securities transactions or affect the value of property; or

     (iv) for the insolvency of any depository or for any Indemnification Collateral or Pledge Collateral held by such depository;

provided, however, that Securities Intermediary or Pledge Collateral Agent has not acted with gross negligence or engaged in willful misconduct with respect to the specific Loss against which indemnification is sought.

     (b) Securities Intermediary and Pledge Collateral Agent each shall have the right to appoint agents in connection with any of their respective duties hereunder, and the Securities Intermediary and Pledge Collateral Agent shall not be liable for any action taken or omitted by such agents selected in good faith and with due care in accordance with the terms of this

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Agreement; provided, however, that neither the Securities Intermediary nor the Pledge Collateral Agent shall be permitted to appoint any subcustodian in connection with any of their respective duties hereunder. The appointment of agents pursuant to this Section 5.1(b) shall be subject to prior written consent of the Secured Party, which consent shall not be unreasonably withheld.

     (c) AIG agrees to indemnify Securities Intermediary and Pledge Collateral Agent and hold Securities Intermediary and Pledge Collateral Agent harmless from and against any and all claims, liabilities, losses, damages, fines, penalties and expenses sustained or incurred by or asserted against Securities Intermediary or Pledge Collateral Agent, as the case may be, by reason of or as a result of any action or inaction, or arising out of the performance of Securities Intermediary or Pledge Collateral Agent, respectively, hereunder, including reasonable fees and expenses of counsel incurred by Securities Intermediary or Pledge Collateral Agent, as the case may be, in a defense of claims by AIG, Pledgor or Secured Party; provided, AIG shall not indemnify either Securities Intermediary or Pledge Collateral Agent for those losses arising out of Securities Intermediary’s or Pledge Collateral Agent’s gross negligence or willful misconduct. This indemnity shall be a continuing obligation of AIG and its successors and assigns, notwithstanding the resignation or removal of Securities Intermediary or Pledge Collateral Agent or the termination of this Agreement.

     SECTION 5.2 No Obligation Regarding Quality of Collateral. Without limiting the generality of Section 5.1, neither Securities Intermediary nor Pledge Collateral Agent shall be under any obligation to inquire into, and shall not be liable for, any losses incurred by Pledgor, Secured Party or any other person as a result of the receipt or acceptance of fraudulent, forged or invalid Indemnification Collateral or Pledge Collateral, or Indemnification Collateral or Pledge Collateral which otherwise is not freely transferable or deliverable without encumbrance in any relevant market. Neither Securities Intermediary nor Pledge Collateral Agent shall be required to advise any party as to selling or retaining, or taking or refraining from taking any action with respect to, any securities or other property deposited hereunder.

     SECTION 5.3 No Responsibility Concerning Indemnification Provisions. It is understood and agreed that, notwithstanding references to the Indemnification Provisions in this Agreement, neither Securities Intermediary nor Pledge Collateral Agent has any interest in, or any duty, responsibility or obligation with respect to, the Indemnification Provisions (including without limitation, any duty, responsibility or obligation to monitor Pledgor’s or Secured Party’s compliance with the Indemnification Provisions or to know the terms of the Indemnification Provisions).

     SECTION 5.4 No Duty of Oversight. Securities Intermediary is not at any time under any duty to monitor the value of any Indemnification Collateral in the Indemnification Collateral Account or whether the Indemnification Collateral is of a type required or permitted to be held in the Indemnification Collateral Account.

     SECTION 5.5 Advice of Counsel. Securities Intermediary and Pledge Collateral Agent may, with respect to questions of law, obtain the advice of counsel selected in good faith and shall be fully protected with respect to anything done or omitted by it in good faith in conformity with such advice.

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     SECTION 5.6 No Collection Obligations. Securities Intermediary and Pledge Collateral Agent shall be under no obligation to take action to collect any amount payable on Indemnification Collateral in default, or if payment is refused after due demand and presentment.

     SECTION 5.7 Fees and Expenses. AIG agrees to pay to Securities Intermediary and Pledge Collateral Agent the fees as may be agreed upon from time to time. AIG shall reimburse Securities Intermediary and Pledge Collateral Agent for all reasonable costs associated with transfers of Indemnification Collateral and Pledge Collateral to Securities Intermediary and records kept in connection with this Agreement. AIG shall also reimburse Securities Intermediary and Pledge Collateral Agent for reasonable out-of-pocket expenses (including reasonable attorneys’ fees and expenses) which are a normal incident of the services provided hereunder. The obligations of AIG under this Section shall be a continuing obligation of AIG, its successors and assigns, notwithstanding the resignation or removal of Securities Intermediary or Pledge Collateral Agent or the termination of this Agreement.

     SECTION 5.8 Effectiveness of Instructions; Reliance; Risk Acknowledgements; Additional Terms.

     (a) Secured Party shall have the right, by one or more written instruments executed and delivered to Securities Intermediary or Pledge Collateral Agent, to direct the time, method and place of conducting any proceeding for the realization of any right or remedy available to Securities Intermediary or Pledge Collateral Agent, or of exercising any power conferred on Securities Intermediary or Pledge Collateral Agent, or to direct the taking or refraining from taking of any action authorized by this Agreement; provided, however, that (i) such direction shall not conflict with the provisions of any law or of this Agreement or involve Securities Intermediary or Pledge Collateral Agent in personal liability and (ii) Securities Intermediary or Pledge Collateral Agent shall be indemnified to its satisfaction as provided herein. Subject to the terms below, Securities Intermediary and Pledge Collateral Agent shall be entitled, in the absence of bad faith, to rely upon any Written Instructions actually received by Securities Intermediary or Pledge Collateral Agent, respectively, and reasonably believed by it to have been duly authorized and delivered by Secured Party.

     (b) In each case that Securities Intermediary or Pledge Collateral Agent may or is required hereunder to take any action, including without limitation to make any determination or judgment, to give consents, to exercise rights, powers or remedies, to release or sell Indemnification Collateral or Pledge Collateral or otherwise to act hereunder, the Securities Intermediary or Pledge Collateral Agent may seek direction from Secured Party. Securities Intermediary or Pledge Collateral Agent shall not be liable with respect to any action taken or omitted to be taken by it in good faith in accordance with the direction from Secured Party. Unless direction is otherwise expressly provided herein, if Securities Intermediary or Pledge Collateral Agent shall request direction from Secured Party with respect to any action, Securities Intermediary or Pledge Collateral Agent shall be entitled to refrain from such action unless and until such agent shall have received direction from Securities Intermediary or Pledge Collateral Agent, and the agent shall not incur liability to any Person by reason of so refraining.

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     (c) If Securities Intermediary or Pledge Collateral Agent receives Written Instructions which appear on their face to have been transmitted via (i) computer facsimile, email, the Internet or other insecure electronic method, or (ii) secure electronic transmission containing applicable authorization codes, passwords and/or authentication keys, Secured Party understands and agrees that neither Securities Intermediary nor Pledge Collateral Agent can determine the identity of the actual sender of such Written Instructions and that Securities Intermediary or Pledge Collateral Agent, as the case may be, shall conclusively presume that such Written Instructions have been sent by an Authorized Person. Secured Party shall be responsible for ensuring that only its Authorized Persons transmit such Written Instructions to Securities Intermediary and Pledge Collateral Agent and that all of its Authorized Persons treat applicable user and authorization codes, passwords and/or authentication keys with extreme care.

     (d) Secured Party acknowledges and agrees that it is fully informed of the protections and risks associated with the various methods of transmitting Written Instructions to Securities Intermediary and Pledge Collateral Agent and that there may be more secure methods of transmitting Written Instructions than the method(s) selected by it. Secured Party agrees that the security procedures (if any) to be followed in connection with its transmission of Written Instructions provide to it a commercially reasonable degree of protection in light of its particular needs and circumstances.

     SECTION 5.9 Certain Rights.

     (a) Whenever in the administration of the provisions of this Agreement Securities Intermediary and Pledge Collateral Agent shall deem it necessary or desirable that a matter be proved or established prior to taking or suffering any action to be taken hereunder, such matter (unless other evidence in respect thereof be herein specifically prescribed) may, in the absence of gross negligence or bad faith on the part of Securities Intermediary and Pledge Collateral Agent, be deemed to be conclusively proved and established by a certificate signed by one of the Secured Party’s officers, and delivered to Securities Intermediary and Pledge Collateral Agent and such certificate, in the absence of gross negligence or bad faith on the part of the Securities Intermediary and Pledge Collateral Agent, shall be full warrant to the Securities Intermediary and Pledge Collateral Agent for any action taken, suffered or omitted by it under the provisions of this Agreement upon the faith thereof.

     (b) The Securities Intermediary and Pledge Collateral Agent shall not be bound to make any investigation into the facts or matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, consent, entitlement order, approval or other paper or document, may conclusively rely and shall be fully protected in acting or refraining from acting thereon if believed to be genuine and to have been signed or presented by the proper party or parties and may conclusively rely on the truth of the statements and the correctness of the opinions expressed therein.

     (c) Neither Securities Intermediary nor Pledge Collateral Agent shall have any responsibility, other than complying with the express terms and provisions of this Agreement, for perfecting or maintaining the perfection of any security interest granted to it or to the Secured

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Party hereunder or for filing or re-filing any financing statement or continuation statement in any public office at any time or times.

     (d) In the event funds or securities transfer instructions are given (other than in writing at the time of execution of this Agreement), whether in writing, by telecopier or otherwise, Securities Intermediary and Pledge Collateral Agent are authorized to seek confirmation of such instructions by telephone call-back to the person or persons designated on Schedule I hereto, and Securities Intermediary and Pledge Collateral Agent may rely upon the confirmations of anyone purporting to be the person or persons so designated. The persons and telephone numbers for call-backs may be changed only in writing actually received and acknowledged by Securities Intermediary and Pledge Collateral Agent. The parties to this Agreement acknowledge that such security procedure is commercially reasonable.

     SECTION 5.10 Indemnification Collateral Account Disclosure. Securities Intermediary and Pledge Collateral Agent are authorized to supply any information regarding the Indemnification Collateral Account or the Pledge Collateral Accounts which is required by any law or governmental regulation now or hereafter in effect.

     SECTION 5.11 Force Majeure. Neither Securities Intermediary nor Pledge Collateral Agent shall be responsible or liable for any failure or delay in the performance of its obligations under this Agreement arising out of or caused, directly or indirectly, by circumstances beyond its reasonable control, including without limitation, acts of God; earthquakes; fires; floods; wars; civil or military disturbances; sabotage; epidemics; riots; interruptions, loss or malfunctions of utilities, computer (hardware or software) or communications service; accidents; labor disputes; acts of civil or military authority; governmental actions; inability to obtain labor, material, equipment or transportation.

     SECTION 5.12 No Implied Duties. Neither Securities Intermediary nor Pledge Collateral Agent shall have any duties or responsibilities whatsoever except such duties and responsibilities as are specifically set forth in this Agreement, and no covenant or obligation shall be implied against Securities Intermediary or Pledge Collateral Agent in connection with this Agreement. No provision of this Agreement shall require the Securities Intermediary or Pledge Collateral Agent to expend or risk its own funds or otherwise incur any financial liability in the performance of any of its duties hereunder, or in the exercise of any of its rights or powers, if it shall have reasonable grounds for believing that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured to it.

ARTICLE VI
Miscellaneous

     SECTION 6.1 Resignation or Removal of Securities Intermediary and Pledge Collateral Agent. Subject to the appointment and acceptance of a successor Pledge Collateral Agent or Securities Intermediary as provided below:

     (i) Pledge Collateral Agent and Securities Intermediary may resign at any time by giving notice thereof to Secured Party; provided, that Pledge Collateral Agent

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may resign only if it also resigns as Collateral Agent under and in accordance with the Pledge Agreement; and

     (ii) Pledge Collateral Agent and Securities Intermediary may be removed at any time by Secured Party; provided, that any such removal of the Pledge Collateral Agent is also effected in connection with the removal of the Collateral Agent under and in accordance with the Pledge Agreement.

Secured Party shall promptly notify Pledgor of any resignation or removal of Pledge Collateral Agent or Securities Intermediary pursuant to this Section 6.1. Upon any such resignation or removal, Secured Party shall have the right to appoint a successor Pledge Collateral Agent or Securities Intermediary, as the case may be, provided, such appointment of the Pledge Collateral Agent also complies with the Pledge Agreement. If no successor Pledge Collateral Agent or Securities Intermediary shall have been so appointed and shall have accepted such appointment within thirty (30) days after the retiring Pledge Collateral Agent’s or Securities Intermediary’s giving of notice of resignation or Secured Party’s giving notice of such removal, then the retiring or removed Pledge Collateral Agent or Securities Intermediary may petition any court of competent jurisdiction, at the expense of Secured Party, for the appointment of a successor Pledge Collateral Agent or Securities Intermediary. Pledge Collateral Agent and Securities Intermediary shall each be a bank, trust company or national banking association with a combined capital and surplus of at least $50,000,000. Upon the acceptance of any appointment as Pledge Collateral Agent or Securities Intermediary hereunder by a successor Pledge Collateral Agent or Securities Intermediary, as the case may be, such successor Pledge Collateral Agent or Securities Intermediary, as the case may be, shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Pledge Collateral Agent or Securities Intermediary, as the case may be, and the retiring Pledge Collateral Agent or Securities Intermediary, as the case may be, shall take all appropriate action, subject to payment of any amounts then due and payable to it hereunder, to transfer any money and property held by it hereunder (including the Indemnification Collateral or the Pledge Collateral) to such successor. The retiring Pledge Collateral Agent or Securities Intermediary shall, upon such succession, be discharged from its duties and obligations as Pledge Collateral Agent or Securities Intermediary hereunder. After any retiring Pledge Collateral Agent’s or Securities Intermediary’s resignation hereunder as Pledge Collateral Agent or Securities Intermediary, the provisions of Article V shall continue in effect for its benefit in respect of any actions taken or omitted to be taken by it while it was acting as the Pledge Collateral Agent or Securities Intermediary. Any resignation or removal of Pledge Collateral Agent or Securities Intermediary hereunder, at a time when such person is acting as Pledge Collateral Agent or Securities Intermediary, shall be deemed for all purposes of this Agreement as the simultaneous resignation or removal of Pledge Collateral Agent and Securities Intermediary.

     SECTION 6.2 Termination. This Agreement shall terminate upon (a) the receipt by Security Intermediary and Pledge Collateral Agent of Written Instructions from Secured Party expressly stating that Secured Party no longer claims any security interest in either the Indemnification Collateral or the Pledge Collateral, the subsequent transfer of the Indemnification Collateral from the Indemnification Collateral Account pursuant to Section 4.2 and the corresponding transfers of the Pledge Collateral under the Pledge Agreement, or (b) the

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transfer of all of the Indemnification Collateral and Pledge Collateral to Secured Party pursuant to an entitlement order delivered to Securities Intermediary and an instruction delivered to Pledge Collateral Agent. Except as otherwise provided herein, all obligations of the parties to each other hereunder shall cease upon termination of this Agreement.

     SECTION 6.3 Certificates of Authorized Persons. Secured Party and Pledgor agree to furnish to Securities Intermediary and Pledge Collateral Agent a new Certificate of Authorized Persons in the event of any change in the then present Authorized Persons. Until such new Certificate is received, Securities Intermediary and Pledge Collateral Agent shall be fully protected in acting upon Written Instructions of such present Authorized Persons.

     SECTION 6.4 Notices.

     (a) Any notice or other instrument in writing, authorized or required by this Agreement to be given to Securities Intermediary, shall be sufficiently given if addressed to Securities Intermediary and received by it at its offices at Deutsche Bank Trust Company Americas, Trust and Securities Services, 60 Wall Street, 27th Floor, MS: NYC60-2710, New York, NY 10005, Fax: 732-578-4635, Attention: Corporates Team / MetLife, Inc., with a copy to Deutsche Bank National Trust Company Trust & Securities Services, 100 Plaza One, 6th Floor, MS: JCY03-0699, Jersey City, NJ 07311-3901, Fax: 732-578-4635, Attention: Corporates Team / MetLife, Inc., or at such other place as Securities Intermediary may from time to time designate in writing.

     (b) Any notice or other instrument in writing, authorized or required by this Agreement to be given to Pledge Collateral Agent, shall be sufficiently given if addressed to Pledge Collateral Agent and received by it at its offices at Deutsche Bank Trust Company Americas, Trust and Securities Services, 60 Wall Street, 27th Floor, MS: NYC60-2710, New York, NY 10005, Fax: 732-578-4635, Attention: Corporates Team / MetLife, Inc., with a copy to Deutsche Bank National Trust Company Trust & Securities Services, 100 Plaza One, 6th Floor, MS: JCY03-0699, Jersey City, NJ 07311-3901, Fax: 732-578-4635, Attention: Corporates Team / MetLife, Inc., or at such other place as Pledge Collateral Agent may from time to time designate in writing.

     (c) Any notice or other instrument in writing, authorized or required by this Agreement to be given to Secured Party shall be sufficiently given if addressed to Secured Party and received by it at its offices at MetLife, Inc., 1095 Avenue of the Americas, New York, NY 10036; Attention: General Counsel; Facsimile: (212) 578-4992, or at such other place as Secured Party may from time to time designate in writing.

     (d) Any notice or other instrument in writing, authorized or required by this Agreement to be given to Pledgor shall be sufficiently given if addressed to Pledgor and received by it at its offices at ALICO Holdings LLC, c/o American International Group, Inc., 70 Pine Street, New York, NY 10270; Attention: General Counsel; Facsimile: (212) 425-2175, or at such other place as Pledgor may from time to time designate in writing.

     (e) Any notice or other instrument in writing, authorized or required by this Agreement to be given to Stock Purchase Contract Agent shall be sufficiently given if

28

addressed to Stock Purchase Contract Agent and received by it at its offices at Deutsche Bank Trust Company Americas, Trust and Securities Services, 60 Wall Street, 27th Floor, MS: NYC60-2710, New York, NY 10005, Fax: 732-578-4635, Attention: Corporates Team / MetLife, Inc., with a copy to Deutsche Bank National Trust Company Trust & Securities Services, 100 Plaza One, 6th Floor, MS: JCY03-0699, Jersey City, NJ 07311-3901, Fax: 732-578-4635, Attention: Corporates Team / MetLife, Inc., or at such other place as Stock Purchase Contract Agent may from time to time designate in writing.

Any such notice or other instrument in writing may be delivered by first class mail, personal delivery or telecopy.

     SECTION 6.5 Cumulative Rights; No Waiver. Each and every right granted to Secured Party, Pledgor, Securities Intermediary or Pledge Collateral Agent hereunder or under any other document delivered hereunder or in connection herewith, or allowed it by law or equity, shall be cumulative and may be exercised from time to time. No failure on the part of Secured Party, Pledgor, Securities Intermediary or Pledge Collateral Agent to exercise, and no delay in exercising, any right will operate as a waiver thereof, nor will any single or partial exercise by Secured Party, Pledgor, Securities Intermediary or Pledge Collateral Agent of any right preclude any other future exercise thereof or the exercise of any other right.

     SECTION 6.6 Severability; Amendments; Assignment. In case any provision in or obligation under this Agreement shall be invalid, illegal or unenforceable in any jurisdiction, the validity, legality and enforceability of the remaining provisions shall not in any way be affected thereby. This Agreement may not be waived, amended or modified in any manner except by a written agreement executed by the parties hereto. This Agreement shall extend to and shall be binding upon the parties hereto, and their respective successors and assigns; provided, however, that, except pursuant to Section 3.7 or Section 6.1, this Agreement shall not be assignable by any party without the written consent of the other parties and any purported assignment in violation of this provision shall be null and void.

     SECTION 6.7 Governing Law; Jurisdiction; Waiver of Immunity; Jury Trial Waiver. This Agreement and the Indemnification Collateral Account shall be governed by and construed in accordance with the local law of the State of New York. The State of New York shall be deemed to be the jurisdiction of Securities Intermediary in its capacity as securities intermediary hereunder and in its capacity as bank with respect to any deposit account comprising part of the Indemnification Collateral Account governed by this Agreement. Secured Party, Pledgor, Pledge Collateral Agent, Securities Intermediary and Stock Purchase Contract Agent hereby consent to the jurisdiction of a state or federal court situated in New York City, New York in connection with any dispute arising hereunder. To the extent that in any jurisdiction Secured Party, Pledgor, Securities Intermediary, Pledge Collateral Agent or Stock Purchase Contract Agent may now or hereafter be entitled to claim, for itself or its assets, immunity from suit, execution, attachment (before or after judgment) or other legal process, they each irrevocably agree not to claim, and hereby waives, such immunity. Secured Party, Pledgor, Securities Intermediary, Pledge Collateral Agent and Stock Purchase Contract Agent each hereby irrevocably waive any and all rights to trial by jury in any legal proceeding arising out of or relating to this Agreement.

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     SECTION 6.8 No Third Party Beneficiaries. In performing hereunder, Securities Intermediary and Pledge Collateral Agent are acting solely on behalf of Secured Party and Pledgor and no contractual or service relationship shall be deemed to be established hereby between Securities Intermediary or Pledge Collateral Agent and any other person.

     SECTION 6.9 Counterparts. This Agreement may be executed in any number of counterparts, each of which shall be deemed to be an original, but such counterparts shall, together, constitute only one instrument.

     SECTION 6.10 USA PATRIOT ACT. Pledgor and Secured Party hereby acknowledge that Securities Intermediary and Pledge Collateral Agent are subject to federal laws, including the Customer Identification Program (CIP) requirements under the USA PATRIOT Act and its implementing regulations, pursuant to which Securities Intermediary and Pledge Collateral Agent must obtain, verify and record information that allows Securities Intermediary or Pledge Collateral Agent, as the case may be, to identify each of Pledgor and Secured Party. Accordingly, prior to opening the Indemnification Collateral Account hereunder and the Collateral Accounts under the Pledge Agreement Securities Intermediary and Pledge Collateral Agent will ask Pledgor and/or Secured Party to provide certain information including, but not limited to, Pledgor’s and/or Secured Party’s name, physical address, tax identification number and other information that will help Securities Intermediary to identify and verify each of Pledgor’s and Secured Party’s identity such as organizational documents, certificate of good standing, license to do business, or other pertinent identifying information. Pledgor and Secured Party agree that Securities Intermediary and Pledge Collateral Agent cannot open the Indemnification Collateral Account hereunder or the Collateral Accounts under the Pledge Agreement unless and until Securities Intermediary and Pledge Collateral Agent verify Pledgor’s and/or Secured Party’s identity in accordance with its CIP.

     SECTION 6.11 Agreement of Stock Purchase Contract Agent. Stock Purchase Contract Agent agrees that, to the extent that Pledgor must take actions or give instructions pursuant to this Agreement that must be taken or given by Stock Purchase Contract Agent under the Pledge Agreement, Stock Purchase Contract Agent shall take those actions or give those instructions when, if and in the manner requested by Pledgor. In taking any such actions or giving any such instructions, Stock Purchase Contract Agent shall incur no liability to any other party to this Agreement for taking such actions or giving such instructions in the manner instructed by Pledgor. In connection with its execution and performance hereunder the Stock Purchase Contract Agent is entitled to all rights, privileges, protections, immunities, benefits and indemnities provided to it under the Stock Purchase Contract Agreement.

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     In Witness Whereof, the parties hereto have caused this Agreement to be executed by their respective officers, thereunto duly authorized, as of the day and year first above written.

MetLife, Inc. as Secured Party
By:	/s/ Steven J. Goulart
	Name:	Steven J. Goulart
	Title:	Senior Vice President and Treasurer
ALICO Holdings LLC, as Pledgor
By:	/s/ Alain Karaoglan
	Name:	Alain Karaoglan
	Title:	Manager
Deutsche Bank Trust Company Americas, as Securities Intermediary and Pledge Collateral Agent
By:	/s/ Annie Jaghatspanyan
	Name:	Annie Jaghatspanyan
	Title:	Vice President
By:	/s/ Carol Ng
	Name:	Carol Ng
	Title:	Vice President

Indemnification Collateral Account, Security
and Control Agreement

For the limited purpose set forth in Section 6.11: Deutsche Bank Trust Company Americas, as Stock Purchase Contract Agent
By:	/s/ Annie Jaghatspanyan
	Name:	Annie Jaghatspanyan
	Title:	Vice President
By:	/s/ Carol Ng
	Name:	Carol Ng
	Title:	Vice President
For the limited purposes set forth in Section 5.1(c) and Section 5.7 American International Group, Inc.
By:	/s/ Alain Karaoglan
	Name  Alain Karaoglan
	Title  Attorney-in-Fact

Indemnification Collateral Account, Security
and Control Agreement

SCHEDULE I

Contact Persons for Confirmation

Name	Phone Number
Don Anderson	(973) 355-4783 (Office);
	(973) 886-4040 (Cell)
Morita Fullwood	(212) 578-8851

SI-1

EX-4.4

Exhibit 4.4

Execution Version

Pledge Agreement

among

MetLife, Inc.,

Deutsche Bank Trust Company Americas,
as Collateral Agent, Custodial Agent and Securities Intermediary

and

Deutsche Bank Trust Company Americas,
as Stock Purchase Contract Agent

Dated as of November 1, 2010

Table of Contents

	Page
ARTICLE I
Definitions
SECTION 1.1 Certain Terms Defined; Interpretation		2
ARTICLE II
Pledge
SECTION 2.1 Pledge		7
SECTION 2.2 Control		7
SECTION 2.3 Termination		7
ARTICLE III
Distributions on Pledged Collateral
SECTION 3.1 Income and Distributions		8
SECTION 3.2 Payments Following Termination Event		8
SECTION 3.3 Payments Prior to or on Stock Purchase Date		8
SECTION 3.4 Payments to Stock Purchase Contract Agent		10
SECTION 3.5 Assets Not Properly Released		10
ARTICLE IV
Control
SECTION 4.1 Establishment of Collateral Accounts		11
SECTION 4.2 Treatment as Financial Assets		11
SECTION 4.3 Sole Control by Collateral Agent		11
SECTION 4.4 Securities Intermediary’s Location		12
SECTION 4.5 No Other Claims		12
SECTION 4.6 Investment and Release		12
SECTION 4.7 Statements and Confirmations		12
SECTION 4.8 Tax Allocations and other Tax Matters		12
SECTION 4.9 No Other Agreements		13
SECTION 4.10 Powers Coupled with an Interest		13
SECTION 4.11 Waiver of Lien; Waiver of Set-off		13
ARTICLE V
Initial Deposit; Creation of Stripped Common Equity Units and Recreation of Normal Common Equity Units
SECTION 5.1 Initial Deposit of Debt Securities		13

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SECTION 5.2 Creation of Stripped Common Equity Units	14
SECTION 5.3 Recreation of Normal Common Equity Units	15
SECTION 5.4 [Reserved]	17
SECTION 5.5 Termination Event	17
SECTION 5.6 Cash Settlement	18
SECTION 5.7 Early Settlement	19
SECTION 5.8 Cash Merger Early Settlement	20
SECTION 5.9 Application of Proceeds in Settlement of Stock Purchase Contracts	20
ARTICLE VI
Voting Rights — Pledged Debt Securities
SECTION 6.1 Voting Rights	23
ARTICLE VII
Rights and Remedies
SECTION 7.1 Rights and Remedies of Collateral Agent	23
SECTION 7.2 Remarketing	24
SECTION 7.3 Successful Remarketing	24
SECTION 7.4 Substitutions	24
ARTICLE VIII
Representations and Warranties; Covenants
SECTION 8.1 Representations and Warranties	25
SECTION 8.2 Covenants	26
ARTICLE IX
Collateral Agent, Custodial Agent and Securities Intermediary
SECTION 9.1 Appointment, Powers and Immunities	26
SECTION 9.2 Instructions of the Company	27
SECTION 9.3 Reliance by Collateral Agent, Custodial Agent and Securities Intermediary	27
SECTION 9.4 Certain Rights	29
SECTION 9.5 Merger, Conversion, Consolidation or Succession to Business	29
SECTION 9.6 Rights in Other Capacities	29
SECTION 9.7 Non-reliance on Collateral Agent, Custodial Agent and Securities Intermediary	30
SECTION 9.8 Compensation and Indemnity	30
SECTION 9.9 Failure to Act	31
SECTION 9.10 Resignation of Collateral Agent, Custodial Agent and Securities Intermediary	31

iii

SECTION 9.11 Right to Appoint Agent or Advisor	32
SECTION 9.12 Survival	33
SECTION 9.13 Exculpation	33
ARTICLE X
Amendment
SECTION 10.1 Amendment Without Consent of Holders	33
SECTION 10.2 Amendment with Consent of Holders	34
SECTION 10.3 Execution of Amendments	34
SECTION 10.4 Effect of Amendments	35
SECTION 10.5 Reference of Amendments	35
ARTICLE XI
Miscellaneous
SECTION 11.1 No Waiver	35
SECTION 11.2 Governing Law; Submission to Jurisdiction	35
SECTION 11.3 Notices	36
SECTION 11.4 Successors and Assigns	36
SECTION 11.5 Counterparts	36
SECTION 11.6 Severability	36
SECTION 11.7 Expenses, Etc	36
SECTION 11.8 Security Interest Absolute	37
SECTION 11.9 Notice of Termination Event	37
SECTION 11.10 Incorporation by Reference	37
SECTION 11.11 Indemnification Security Agreement	37
SECTION 11.12 Facilitation of Exchanges and Substitutions	39
SECTION 11.13 USA Patriot Act	39
SECTION 11.14 Force Majeure	39
SECTION 11.15 Waiver of Trial by Jury	39
EXHIBIT A Instruction from Stock Purchase Contract Agent to Collateral Agent (Creation of Stripped Common Equity Units)	A-1
EXHIBIT B Instruction from Collateral Agent to Securities Intermediary (Creation of Stripped Common Equity Units)	B-1
EXHIBIT C Instruction from Stock Purchase Contract Agent to Collateral Agent (Recreation of Normal Common Equity Units)	C-1
EXHIBIT D Instruction from Collateral Agent to Securities Intermediary (Recreation of Normal Common Equity Units)	D-1
EXHIBIT E Notice of Cash Settlement from Collateral Agent to Stock Purchase Contract Agent	E-1
EXHIBIT F Instruction to Custodial Agent Regarding Remarketing	F-1
EXHIBIT G Instruction to Custodial Agent Regarding Withdrawal from Remarketing	G-1
SCHEDULE I Contact Persons for Confirmation	SI-1

iv

     This Pledge Agreement, dated as of November 1, 2010, among MetLife, Inc., a Delaware corporation (the “Company”), Deutsche Bank Trust Company Americas, as collateral agent (in such capacity, the “Collateral Agent”), as custodial agent (in such capacity, the “Custodial Agent”), and as securities intermediary (as defined in Section 8-102(a)(14) of the UCC) with respect to the Collateral Account (in such capacity, the “Securities Intermediary”), and Deutsche Bank Trust Company Americas, as stock purchase contract agent and as attorney-in-fact of the Holders from time to time of the Common Equity Units (in such capacity, the “Stock Purchase Contract Agent”) under the Stock Purchase Contract Agreement,

W i t n e s s e t h:

     Whereas, the Company and the Stock Purchase Contract Agent are parties to the Stock Purchase Contract Agreement, dated as of the date hereof (as modified and supplemented and in effect from time to time, the “Stock Purchase Contract Agreement”), pursuant to which 40,000,000 Normal Common Equity Units will be issued;

     Whereas, each Normal Common Equity Unit, at issuance, consists of a unit comprised of (a) (i) a stock purchase contract (a “Series C Stock Purchase Contract”) pursuant to which the Holder will purchase from the Company on the First Stock Purchase Date, (ii) a stock purchase contract (a “Series D Stock Purchase Contract”) pursuant to which the Holder will purchase from the Company on the Second Stock Purchase Date and (iii) a stock purchase contract (a “Series E Stock Purchase Contract”, and together with the Series C Stock Purchase Contracts and the Series D Stock Purchase Contracts, the “Stock Purchase Contracts”) pursuant to which the Holder will purchase from the Company on the Third Stock Purchase Date, in each case for an amount equal to $25 on each such date, a number of shares of the Company’s common stock, par value $0.01 per share (“Common Stock”), equal to the Settlement Rate; (b) a 1/40 beneficial ownership interest in a Series C Debt Security with a principal amount of $1,000 (the “Series C Debt Security”); (c) a 1/40 beneficial ownership interest in a Series D Debt Security with a principal amount of $1,000 (the “Series D Debt Security”); and (d) a 1/40 beneficial ownership interest in a Series E Debt Security with a principal amount of $1,000 (the “Series E Debt Security” and the Series E Debt Securities, the Series C Debt Securities and the Series D Debt Securities, collectively, the “Debt Securities”); and

     Whereas, pursuant to the terms of the Stock Purchase Contract Agreement and the Stock Purchase Contracts, the Holders of the Common Equity Units have irrevocably authorized the Stock Purchase Contract Agent, as attorney-in-fact of such Holders, among other things, to execute and deliver this Agreement on behalf of such Holders and to grant the pledge provided herein of the Collateral to secure the Obligations;

     Now, Therefore, the Company, the Collateral Agent, the Custodial Agent, the Securities Intermediary and the Stock Purchase Contract Agent agree as follows:

ARTICLE I
Definitions

     SECTION 1.1 Certain Terms Defined; Interpretation. For all purposes of this Agreement, except as otherwise expressly provided or unless the context otherwise requires:

     (a) the terms defined in this Article I have the meanings assigned to them in this Article I and include the plural as well as the singular, and nouns and pronouns of the masculine gender include the feminine and neuter genders;

     (b) the words “herein,” “hereof” and “hereunder” and other words of similar import refer to this Agreement as a whole and not to any particular Article, Section, Exhibit or other subdivision;

     (c) all references to an Article, Section or other subdivision or Exhibit refer to an Article, Section or other subdivision of, or Exhibit to, this Agreement, except where otherwise specified;

     (d) references to dollars (including references to “$”) shall be deemed to refer to U.S. dollars;

     (e) the term “or” shall not be exclusive;

     (f) the following terms which are defined in the UCC shall have the meanings set forth therein: “Certificated Security,” “Control,” “Financial Asset,” “Entitlement Order,” “Securities Account” and “Security Entitlement”;

     (g) capitalized terms used herein and not defined herein have the meanings assigned to them in the Stock Purchase Contract Agreement; and

     (h) the following terms have the meanings given to them in this Section 1.1(h):

     “Agreement” means this Pledge Agreement, as the same may be amended, modified or supplemented from time to time.

     “Applicable Stock Purchase Date” has the meaning set forth in the applicable Debt Security Indenture.

     “Base Indenture” has the meaning set forth in the Stock Purchase Contract Agreement.

     “Bifurcated Pledged Debt Securities” has the meaning set forth in Section 7.4.

     “Bifurcation” has the meaning set forth in Section 7.4.

     “Bifurcation Date” has the meaning set forth in the Debt Security Indenture.

     “Cash” means any coin or currency of the United States as at the time shall be legal tender for payment of public and private debts.

     “Collateral” means the collective reference to:

     (i) the Collateral Accounts and all investment property and other financial assets from time to time credited thereto and all security entitlements with respect thereto,

2

including, without limitation, (A) the Debt Securities and security entitlements relating thereto that are a component of the Normal Common Equity Units from time to time, (B) any Treasury Securities and security entitlements relating thereto delivered from time to time upon creation of Stripped Common Equity Units in accordance with Section 5.2 and (C) payments made by Holders pursuant to Section 5.6;

     (ii) all Proceeds of any of the foregoing (whether such Proceeds arise before or after the commencement of any proceeding under any applicable bankruptcy, insolvency or other similar law, by or against the Pledgor or with respect to the Pledgor); and

     (iii) all powers and rights now owned or hereafter acquired under or with respect to any of the foregoing.

     “Collateral Accounts” means the Series C Collateral Account, the Series D Collateral Account and the Series E Collateral Account.

     “Collateral Agent” means the Person named as the “Collateral Agent” in the first paragraph of this Agreement until a successor Collateral Agent shall have become such pursuant to the applicable provisions of this Agreement, and thereafter “Collateral Agent” shall mean such Person or any subsequent successor who is appointed pursuant to this Agreement.

     “Common Stock” has the meaning specified in the second paragraph of the recitals of this Agreement.

     “Company” means the Person named as the “Company” in the first paragraph of this Agreement until a successor shall have become such pursuant to the applicable provisions of the Stock Purchase Contract Agreement, and thereafter “Company” shall mean such successor.

     “Custodial Agent” means the Person named as the “Custodial Agent” in the first paragraph of this Agreement until a successor Custodial Agent shall have become such pursuant to the applicable provisions of this Agreement, and thereafter “Custodial Agent” shall mean such Person or any subsequent successor who is appointed pursuant to this Agreement.

     “Debenture Trustee” has the meaning set forth in the Stock Purchase Contract Agreement.

     “Debt Securities” has the meaning set forth in the recitals hereto.

     “Debt Security Indenture” has the meaning set forth in the Stock Purchase Contract Agreement.

     “Depository” shall mean the Treasury/Reserve Automated Debt Entry System maintained at The Federal Reserve Bank of New York for receiving and delivering securities, The Depository Trust Company, Euroclear Bank S.A./N.V., Clearstream Banking, société anonyme, and any depository, book-entry system or clearing agency (and their respective successors and assigns) authorized to act as a securities depository or clearing agency, pursuant to applicable law and identified to Stock Purchase Contract Agent from time to time.

3

     “Final Failed Remarketing” has the meaning set forth in the Stock Purchase Contract Agreement

     “Indemnification Security Agreement” has the meaning set forth in the Stock Purchase Contract Agreement

     “Obligations” means, with respect to each Holder, all obligations and liabilities of such Holder under such Holder’s Stock Purchase Contract, the Stock Purchase Contract Agreement and this Agreement or any other document made, delivered or given in connection herewith or therewith, in each case whether on account of principal, interest (including, without limitation, interest accruing before and after the filing of any petition in bankruptcy, or the commencement of any insolvency, reorganization or like proceeding, relating to such Holder, whether or not a claim for post-filing or post-petition interest is allowed in such proceeding), fees, indemnities, costs, expenses or otherwise (including, without limitation, all fees and disbursements of counsel to the Company or the Collateral Agent or the Securities Intermediary that are required to be paid by the Holder pursuant to the terms of any of the foregoing agreements).

     “Permitted Investments” means any one of the following:

     (i) any evidence of indebtedness with an original maturity of 365 days or less issued, or directly and fully guaranteed or insured, by the United States of America or any agency or instrumentality thereof (provided that the full faith and credit of the United States of America is pledged in support of the timely payment thereof or such indebtedness constitutes a general obligation of it);

     (ii) deposits, certificates of deposit or acceptances with an original maturity of 365 days or less of any institution which is a member of the Federal Reserve System having combined capital and surplus and undivided profits of not less than $500 million at the time of deposit (and which may include the institution acting as Collateral Agent);

     (iii) investments with an original maturity of 365 days or less of any Person that are fully and unconditionally guaranteed by a bank referred to in clause (ii);

     (iv) repurchase agreements and reverse repurchase agreements relating to marketable direct obligations issued or unconditionally guaranteed by the United States of America or issued by any agency thereof and backed as to timely payment by the full faith and credit of the United States of America;

     (v) investments in commercial paper, other than commercial paper issued by the Company or its Affiliates, of any corporation incorporated under the laws of the United States of America or any State thereof, which commercial paper has a rating at the time of purchase at least equal to “A-1+” by Standard & Poor’s Ratings Services, a Standard & Poor’s Financial Services LLC business (“S&P”) and at least equal to “P-1” by Moody’s Investors Service, Inc. (“Moody’s”); and

     (vi) investments in money market funds (including, but not limited to, money market funds managed by the institution acting as the Collateral Agent or an affiliate of the institution acting as the Collateral Agent) registered under the Investment Company

4

Act of 1940, as amended, rated in the highest applicable rating category by S&P or Moody’s;

provided that all Permitted Investments shall mature or be subject to withdrawal without penalty on or prior to the next Applicable Stock Purchase Date (assuming for this purpose that the next Remarketing is successful).

     “Pledge” means the lien and security interest created by this Agreement.

     “Pledged Debt Securities” means the Pledged Series C Debt Securities, the Pledged Series D Debt Securities and the Pledged Series E Debt Securities.

     “Pledged Securities” means the Pledged Debt Securities and the Pledged Treasury Securities, collectively.

     “Pledged Series C Debt Securities” means Series C Debt Securities and security entitlements with respect thereto from time to time credited or required to be credited to the Series C Collateral Account and not then released from the Pledge.

     “Pledged Series C Treasury Securities” means Series C Treasury Securities and security entitlements with respect thereto from time to time credited or required to be credited to the Series C Collateral Account and not then released from the Pledge.

     “Pledged Series D Debt Securities” means Series D Debt Securities and security entitlements with respect thereto from time to time credited or required to be credited to the Series D Collateral Account and not then released from the Pledge.

     “Pledged Series D Treasury Securities” means Series D Treasury Securities and security entitlements with respect from time to time credited or required to be credited to the Series D Collateral Account and not then released from the Pledge.

     “Pledged Series E Debt Securities” means Series E Debt Securities and security entitlements with respect thereto from time to time credited or required to be credited to the Series E Collateral Account and not then released from the Pledge.

     “Pledged Series E Treasury Securities” means Series E Treasury Securities and security entitlements with respect from time to time credited or required be credited to the Series E Collateral Account and not then released from the Pledge.

     “Pledged Treasury Securities” means the Pledged Series C Treasury Securities, the Pledged Series D Treasury Securities and/or the Pledged Series E Treasury Securities, as the context requires.

     “Proceeds” has the meaning ascribed thereto in Section 9-102(a)(64) of the UCC and includes, without limitation, all interest, dividends, cash, instruments, securities, financial assets and other property received, receivable or otherwise distributed upon the sale (including, without limitation, the Remarketing), exchange, collection or disposition of any financial assets from time to time held in a Collateral Account.

5

     “Put Right” has the meaning set forth in the Stock Purchase Contract Agreement.

     “Reset Rate” in respect of any series of Debt Securities, has the meaning set forth in the supplemental indenture under which such Debt Securities shall have been issued.

     “Securities Intermediary” means the Person named as the “Securities Intermediary” in the first paragraph of this Agreement until a successor Securities Intermediary shall have become such pursuant to the applicable provisions of this Agreement, and thereafter “Securities Intermediary” shall mean such Person or any subsequent successor who is appointed pursuant to this Agreement.

     “Separate Debt Securities” has the meaning set forth in the Stock Purchase Contract Agreement.

     “Series C Collateral Account” means the securities account of Deutsche Bank Trust Company Americas, as Collateral Agent, maintained by the Securities Intermediary and designated “MetLife, Inc., Ser. C Coll A/C”.

     “Series C Debt Securities” has the meaning set forth in the recitals hereto.

     “Series D Collateral Account” means the securities accounts of Deutsche Bank Trust Company Americas, as Collateral Agent, maintained by the Securities Intermediary and designated “MetLife, Inc., Ser. D Coll A/C”.

     “Series D Debt Securities” has the meaning set forth in the recitals hereto.

     “Series E Collateral Account” means the securities accounts of Deutsche Bank Trust Company Americas, as Collateral Agent, maintained by the Securities Intermediary and designated “MetLife, Inc, Ser. E Coll A/C”.

     “Series E Debt Securities” has the meaning set forth in the recitals hereto.

     “Stock Purchase Contract” has the meaning specified in the second paragraph of the recitals of this Agreement.

     “Stock Purchase Contract Agreement” has the meaning specified in the first paragraph of the recitals of this Agreement.

     “Stock Purchase Date” has the meaning set forth in the Stock Purchase Contract Agreement.

     “Subaccounts” has the meaning set forth in Section 11.11.

     “Subcustodian” shall mean a bank or other financial institution (other than a Depository) which is utilized by Securities Intermediary in connection with the purchase, sale or custody of securities hereunder and identified to Pledgor from time to time.

6

     “Trades” means the Treasury/Reserve Automated Debt Entry System maintained by the Federal Reserve Bank of New York pursuant to the Trades Regulations.

     “Trades Regulations” means the regulations of the United States Department of the Treasury, published at 31 C.F.R. Part 357, as amended from time to time. Unless otherwise defined herein, all terms defined in the Trades Regulations are used herein as therein defined.

     “Transfer” means (i) in the case of certificated securities in registered form, delivery as provided in Section 8-301(a) of the UCC, endorsed to the transferee or in blank by an effective endorsement, (ii) in the case of Treasury Securities, registration of the transferee as the owner of such Treasury Securities on Trades and (iii) in the case of security entitlements, including, without limitation, security entitlements with respect to Treasury Securities, a securities intermediary indicating by book entry that such security entitlement has been credited to the transferee’s securities account.

     “UCC” means the Uniform Commercial Code as in effect in the State of New York from time to time.

     “Value” means, with respect to any item of Collateral on any date, as to (1) Cash, the face amount thereof, (2) Debt Securities, the aggregate principal amount thereof and (3) Treasury Securities, the aggregate principal amount thereof.

ARTICLE II
Pledge

     SECTION 2.1 Pledge. Each Holder, acting through the Stock Purchase Contract Agent as such Holder’s attorney-in-fact, and the Stock Purchase Contract Agent, acting solely as such attorney-in-fact, hereby pledges and grants to the Collateral Agent, as agent of and for the benefit of the Company, a continuing security interest in and to, and a lien upon and right of set-off against, all of such Person’s right, title and interest in and to the Collateral to secure the prompt and complete payment and performance when due (whether at stated maturity, by acceleration or otherwise) of the Obligations. The Collateral Agent shall have all of the rights, remedies and recourses with respect to the Collateral afforded a secured party by the UCC, in addition to, and not in limitation of, the other rights, remedies and recourses afforded to the Collateral Agent by this Agreement.

     SECTION 2.2 Control. The Collateral Agent shall have control of the Collateral Accounts pursuant to the provisions of Article IV of this Agreement.

     SECTION 2.3 Termination. As to each Holder, this Agreement and the Pledge created hereby shall terminate upon the satisfaction of such Holder’s Obligations. Upon receipt of notice from the Stock Purchase Contract Agent of such termination, the Collateral Agent shall, except as otherwise provided herein, instruct the Securities Intermediary to Transfer such Holder’s portion of the Collateral to the Stock Purchase Contract Agent for distribution to such Holder, free and clear of the Pledge created hereby.

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ARTICLE III
Distributions on Pledged Collateral

     SECTION 3.1 Income and Distributions. The Collateral Agent shall transfer to the Stock Purchase Contract Agent for distribution to the applicable Holders as provided in the Stock Purchase Contract Agreement all interest and dividends received by the Collateral Agent on account of the Pledged Debt Securities or Permitted Investments from time to time held in the Collateral Accounts in accordance with the terms thereof.

     SECTION 3.2 Payments Following Termination Event. Following a Termination Event, the Collateral Agent shall transfer all payments of principal it receives, if any, in respect of (1) the Pledged Debt Securities and (2) the Pledged Treasury Securities, to the Stock Purchase Contract Agent for the benefit of the applicable Holders for distribution to such Holders in accordance with their respective interests, free and clear of the Pledge created hereby.

     SECTION 3.3 Payments Prior to or on Stock Purchase Date.

     (a) Subject to the provisions of Sections 5.7 and 5.8, and except as provided in Section 3.3(b) and Section 3.3(c) below, if no Termination Event shall have occurred,

     (i) all payments of principal received by the Securities Intermediary in respect of (x) the Pledged Series C Debt Securities and (y) the Pledged Series C Treasury Securities shall be held in the Series C Collateral Account and invested in Permitted Investments until the First Stock Purchase Date;

     (ii) the proceeds of the Pledged Series C Debt Securities and the Pledged Series C Treasury Securities shall be transferred to the Company on the First Stock Purchase Date as provided in Section 5.9. Any balance remaining in the Series C Collateral Account on the First Stock Purchase Date shall be released from the Pledge by the Collateral Agent, and the Collateral Agent shall instruct the Securities Intermediary to, and the Securities Intermediary shall, Transfer to the Stock Purchase Contract Agent such balance for the benefit of the applicable Holders for distribution to such Holders in accordance with their respective interests, free and clear of the Pledge created thereby;

     (iii) all payments of principal received by the Securities Intermediary in respect of (x) the Pledged Series D Debt Securities and (y) the Pledged Series D Treasury Securities shall be held in the Series D Collateral Accounts and invested in Permitted Investments until the Second Stock Purchase Date;

     (iv) the proceeds of the Pledged Series D Debt Securities and the Pledged Series D Treasury Securities shall be transferred to the Company on the Second Stock Purchase Date as provided in Section 5.9. Any balance remaining in the Series D Collateral Account on the Second Stock Purchase Date shall be released from the Pledge by the Collateral Agent, and the Collateral Agent shall instruct the Securities Intermediary to, and the Securities Intermediary shall, Transfer to the Stock Purchase Contract Agent such balance for the benefit of the applicable Holders for distribution to

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such Holders in accordance with their respective interests, free and clear of the Pledge created thereby;

     (v) all payments of principal received by the Securities Intermediary in respect of (x) the Pledged Series E Debt Securities and (y) the Pledged Series E Treasury Securities shall be held in the Series E Collateral Accounts and invested in Permitted Investments until the Third Stock Purchase Date; and

     (vi) the proceeds of the Pledged Series E Debt Securities and the Pledged Series E Treasury Securities shall be transferred to the Company on the Third Stock Purchase Date as provided in Section 5.9. Any balance remaining in the Series E Collateral Accounts on the Third Stock Purchase Date shall be released from the Pledge by the Collateral Agent, and the Collateral Agent shall instruct the Securities Intermediary to, and the Securities Intermediary shall, Transfer to the Stock Purchase Contract Agent such balance for the benefit of the applicable Holders for distribution to such Holders in accordance with their respective interests, free and clear of the Pledge created thereby.

     (b) The Company shall instruct the Collateral Agent in writing as to the Permitted Investments in which any payments made or funds received under Section 3.3, Section 5.6, Section 5.9 or any other provisions hereof shall be invested and as to the liquidation thereof. The Collateral Agent shall have no obligation to invest such payments or funds if deposited with the Collateral Agent after 10:30 a.m. (E.S.T.) on such day of deposit. Instructions received after 10:30 a.m.(E.S.T.) will be treated as if received on the following Business Day. The Collateral Agent shall have no responsibility for any investment losses resulting from the investment or liquidation of any Permitted Investment. Any interest or other income received on such investment shall become part of the applicable account and any losses incurred on such investment shall be debited against the applicable account. If a selection is not made and a written direction not given to the Collateral Agent, the payments shall remain uninvested with no liability for interest therein. It is agreed and understood that the entity serving as Collateral Agent may earn fees associated with the Permitted Investments in accordance with the terms of such investments. In no event shall the Collateral Agent be deemed an investment manager or adviser in respect of any selection of investments hereunder. It is understood and agreed that the Collateral Agent or its affiliates are permitted to receive additional compensation that could be deemed to be in the Collateral Agent’s economic self-interest for (1) serving as investment adviser, administrator, shareholder servicing agent, custodian or sub-custodian with respect to certain of the investments, (2) using affiliates to effect transactions in certain investments and (3) effecting transactions in investments.

     (c) All payments of principal received by the Securities Intermediary in respect of (1) the Debt Securities and (2) the Treasury Securities or security entitlements thereto, that, in each case, have been released from a Pledge pursuant hereto shall be transferred to the Stock Purchase Contract Agent for the benefit of the applicable Holders for distribution to such Holders in accordance with their respective interests.

     (d) In the event of a Failed Remarketing (other than a Final Failed Remarketing) with respect to the Series C Debt Securities, principal payments received by the Securities

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Intermediary in respect of the Pledged Series C Treasury Securities shall be invested in Permitted Investments in a principal amount equal to the aggregate stated amount of the related Stock Purchase Contracts, which Permitted Investments shall be considered Pledged Series C Treasury Securities for the purpose of this Agreement. The Collateral Agent shall remit any remaining funds, after application of principal payments received in respect of Series C Treasury Securities to purchase Permitted Investments, to the Stock Purchase Contract Agent who shall remit such funds to the Holders of the related Stripped Common Equity Units on a pro rata basis.

     (e) In the event of a Failed Remarketing (other than a Final Failed Remarketing) with respect to the Series D Debt Securities, principal payments received by the Securities Intermediary in respect of the Pledged Series D Treasury Securities shall be invested in Permitted Investments in a principal amount equal to the aggregate stated amount of the related Stock Purchase Contracts, which Permitted Investments shall be considered Pledged Series D Treasury Securities for the purpose of this Agreement. The Collateral Agent shall remit any remaining funds, after application of principal payments received in respect of Series D Treasury Securities to purchase Permitted Investments, to the Stock Purchase Contract Agent who shall remit such funds to the Holders of the related Stripped Common Equity Units on a pro rata basis.

     (f) In the event of a Failed Remarketing (other than a Final Failed Remarketing) with respect to the Series E Debt Securities, principal payments received by the Securities Intermediary in respect of the Pledged Series E Treasury Securities shall be invested in Permitted Investments in a principal amount equal to the aggregate stated amount of the related Stock Purchase Contracts, which Permitted Investments shall be considered Pledged Series E Treasury Securities for the purpose of this Agreement. The Collateral Agent shall remit any remaining funds, after application of principal payments received in respect of Series E Treasury Securities to purchase Permitted Investments, to the Stock Purchase Contract Agent who shall remit such funds to the Holders of the related Stripped Common Equity Units on a pro rata basis.

     SECTION 3.4 Payments to Stock Purchase Contract Agent. The Securities Intermediary shall use commercially reasonable efforts to deliver each payment to the Stock Purchase Contract Agent hereunder, to the extent it has received the same, to the account designated by the Stock Purchase Contract Agent for such purpose not later than 2:00 p.m. (New York City time) on the Business Day such payment is received by the Securities Intermediary; provided, however, that if such payment is received by the Securities Intermediary on a day that is not a Business Day or after 12:30 p.m. (New York City time) on a Business Day, then the Securities Intermediary shall use commercially reasonable efforts to deliver such payment to the Stock Purchase Contract Agent no later than 10:30 a.m. (New York City time) on the next succeeding Business Day. Notwithstanding the foregoing, if the Securities Intermediary is required to deliver payments to the Stock Purchase Contract Agent on a Business Day that is in the next calendar year, then the Securities Intermediary shall use commercially reasonable efforts to deliver such payment to the Stock Purchase Contract Agent no later than 10:30 am (New York City time) on the immediately preceding Business Day; provided that such payment is received by the Securities Intermediary on or before 9:00 am (New York City time) on that Business Day.

     SECTION 3.5 Assets Not Properly Released. If the Stock Purchase Contract Agent or any Holder shall receive any principal payments on account of financial assets credited to any

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Collateral Account and released therefrom otherwise than in accordance with this Agreement, the Stock Purchase Contract Agent or such Holder shall hold the same as trustee of an express trust for the benefit of the Company and, upon receipt of an Officers’ Certificate of the Company so directing, promptly deliver the same to the Securities Intermediary for credit to the applicable Collateral Account or to the Company for application to the Obligations of the Holders, and the Stock Purchase Contract Agent and Holders shall acquire no right, title or interest in any such payments of principal amounts so received. The Stock Purchase Contract Agent shall have no liability under this Section 3.5 unless and until it has been notified in writing that such payment was delivered to it erroneously and shall have no liability for any action taken, suffered or omitted to be taken prior to its receipt of such notice.

ARTICLE IV
Control

     SECTION 4.1 Establishment of Collateral Accounts. The Securities Intermediary hereby confirms that:

     (a) the Securities Intermediary has established the Series C Collateral Account, the Series D Collateral Account and the Series E Collateral Account and its records identify the Collateral Agent as the sole person having a securities entitlement against the Securities Intermediary with respect to each such Collateral Account;

     (b) each of the Collateral Accounts is a securities account;

     (c) subject to the terms of this Agreement, the Securities Intermediary shall identify in its records the Collateral Agent as the entitlement Holder entitled to exercise the rights that comprise any financial asset credited to the Collateral Accounts;

     (d) all property delivered to the Securities Intermediary pursuant to this Agreement or the Stock Purchase Contract Agreement, including any Permitted Investments, will be credited promptly to the applicable Collateral Account; and

     (e) all securities or other property underlying any financial assets credited to a Collateral Account shall be (i) registered in the name of the Stock Purchase Contract Agent and endorsed to the Securities Intermediary or in blank, (ii) registered in the name of the Securities Intermediary or (iii) credited to another securities account maintained in the name of the Securities Intermediary. In no case will any financial asset credited to a Collateral Account be registered in the name of the Stock Purchase Contract Agent or any Holder or specially endorsed to the Stock Purchase Contract Agent or any Holder unless such financial asset has been further endorsed to the Securities Intermediary or in blank.

     SECTION 4.2 Treatment as Financial Assets. Each item of property (whether investment property, financial asset, security, instrument or cash) credited to a Collateral Account shall be treated as a financial asset.

     SECTION 4.3 Sole Control by Collateral Agent. Except as provided in Section 6.1, at all times prior to the termination of the Pledge, the Collateral Agent shall have sole control of

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each Collateral Account, and the Securities Intermediary shall take instructions and directions with respect to each Collateral Account solely from the Collateral Agent. If at any time the Securities Intermediary shall receive an entitlement order issued by the Collateral Agent and relating to a Collateral Account, the Securities Intermediary shall comply with such entitlement order without further consent by the Stock Purchase Contract Agent or any Holder or any other Person. Except as otherwise permitted under this Agreement, until termination of the Pledge, the Securities Intermediary will not comply with any entitlement orders issued by the Stock Purchase Contract Agent or any Holder.

     SECTION 4.4 Securities Intermediary’s Location. The Collateral Accounts and the rights and obligations of the Securities Intermediary, the Collateral Agent, the Stock Purchase Contract Agent and the Holders with respect thereto, shall be governed by the laws of the State of New York. Regardless of any provision in any other agreement, for purposes of the UCC, New York shall be deemed to be the Securities Intermediary’s jurisdiction.

     SECTION 4.5 No Other Claims. Except for the claims and interest of the Collateral Agent and of the Stock Purchase Contract Agent and the Holders in the Collateral Accounts and as set forth in Section 11.11, the Securities Intermediary (without having conducted any investigation) does not know of any claim to, or interest in, the Collateral Accounts or in any financial asset credited thereto. If any Person asserts any lien, encumbrance or adverse claim (including any writ, garnishment, judgment, warrant of attachment, execution or similar process) against any of the Collateral Accounts or any financial asset carried in any thereof, the Securities Intermediary will promptly notify the Collateral Agent and the Stock Purchase Contract Agent.

     SECTION 4.6 Investment and Release. All proceeds of financial assets from time to time credited to any of the Collateral Accounts shall be invested as provided in this Agreement. At no time prior to termination of the Pledge with respect to any particular property shall such property be released from any of the Collateral Accounts except in accordance with this Agreement or upon written instructions of the Collateral Agent.

     SECTION 4.7 Statements and Confirmations. The Securities Intermediary will promptly send copies of all statements, confirmations and other correspondence concerning the Collateral Accounts and any financial assets credited thereto simultaneously to each of the Stock Purchase Contract Agent, the Company and the Collateral Agent at their addresses for notices under this Agreement. The requirements of this Section 4.7 shall be performed by the Securities Intermediary by granting each of the Stock Purchase Contract Agent, the Company and the Collateral Agent online read-only access to the Collateral Accounts.

     SECTION 4.8 Tax Allocations and other Tax Matters. The Stock Purchase Contract Agent shall perform all customary tax reporting with respect to all items of income, gain, expense and loss recognized in the Collateral Accounts, to the extent such reporting is required by law, to the Internal Revenue Service authorities in the manner required by law. None of the Securities Intermediary, the Custodial Agent or the Collateral Agent shall have any tax reporting duties hereunder.

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          The Collateral Agent is holding the Collateral Accounts for the benefit of the Company and not for its own account. The Company shall pay or reimburse the Stock Purchase Contract Agent, the Collateral Agent, the Custodial Agent and the Securities Intermediary upon request for any transfer taxes or other taxes relating to the Collateral Accounts incurred in connection herewith and shall indemnify and hold harmless the Stock Purchase Contract Agent, the Collateral Agent, the Custodial Agent and the Securities Intermediary from any amounts that they are obligated to pay in the way of such taxes. Any payments of income from the Collateral Accounts shall be subject to withholding regulations then in force with respect to U.S. taxes. The Company shall provide the Stock Purchase Contract Agent, the Collateral Agent, the Custodial Agent and the Securities Intermediary with appropriate W-9 forms for tax identification number certifications, or W-8 forms for non-resident alien certifications. Except as otherwise provided herein, the Holder shall be entitled to any interest earnings in the Collateral Accounts. It is understood that the Collateral Agent, the Custodial Agent and the Securities Intermediary shall only be responsible for income reporting with respect to income earned on the Collateral Accounts and will not be responsible for any other reporting. This paragraph shall survive notwithstanding any termination of this Agreement or the resignation or removal of the Stock Purchase Contract Agent, the Collateral Agent, the Custodial Agent or the Securities Intermediary.

     SECTION 4.9 No Other Agreements. The Securities Intermediary has not entered into, and prior to the termination of the Pledge will not enter into, any agreement with any other Person relating to any of the Collateral Accounts or any financial assets credited thereto, including, without limitation, any agreement to comply with entitlement orders of any Person other than the Collateral Agent, other than as set forth in Section 11.11.

     SECTION 4.10 Powers Coupled with an Interest. The rights and powers granted in this Article IV to the Collateral Agent have been granted in order to perfect its security interests in the Collateral Accounts and the Collateral, are powers coupled with an interest and will be affected neither by the bankruptcy of the Stock Purchase Contract Agent or any Holder nor by the lapse of time. The obligations of the Securities Intermediary under this Article IV shall continue in effect until the termination of the Pledge with respect to any and all Collateral.

     SECTION 4.11 Waiver of Lien; Waiver of Set-off. The Securities Intermediary waives any security interest, lien or right to make deductions or set-offs that it may now have or hereafter acquire in or with respect to any of the Collateral Accounts, any financial asset credited thereto or any security entitlement in respect thereof. Neither the financial assets credited to the Collateral Accounts nor the security entitlements in respect thereof will be subject to deduction, set-off, banker’s lien or any other right in favor of any person other than the Company.

ARTICLE V
Initial Deposit; Creation of Stripped Common Equity Units and Recreation of Normal Common Equity Units

     SECTION 5.1 Initial Deposit of Debt Securities.

     (a) Prior to or concurrently with the execution and delivery of this Agreement, the Stock Purchase Contract Agent, on behalf of the initial Holders of the Normal Common Equity

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Units, shall Transfer to the Collateral Agent, for credit to the Series C Collateral Account, the Series C Debt Securities or security entitlements relating thereto, and, for credit to the Series D Collateral Account, the Series D Debt Securities or security entitlements relating thereto, and, for credit to the Series E Collateral Account, the Series E Debt Securities or security entitlements relating thereto, and the Securities Intermediary shall thereupon indicate by book-entry that such Debt Securities, regardless of whether received by the Securities Intermediary in the form of certificated securities effectively indorsed in blank or as security entitlements, have been credited to the applicable Collateral Account.

     (b) Except as provided for in Section 4.1(e), the Securities Intermediary may, at any time or from time to time, cause any or all securities or other property underlying any financial assets credited to any of the Collateral Accounts to be registered in the name of the Securities Intermediary, the Collateral Agent or their respective nominees; provided, that no such financial assets shall be registered in any name other than that of the Securities Intermediary, unless endorsed to the Securities Intermediary or its nominee or in blank, the Collateral Agent or their respective nominees except in connection with the release of such assets to the Holders, the Collateral Agent, or the Company in connection with a release of such assets pursuant to the terms hereof or in connection with the exercise by the Collateral Agent or the Company of its remedies hereunder.

     SECTION 5.2 Creation of Stripped Common Equity Units.

     (a) Each Holder of Normal Common Equity Units shall have the right at any time (but not during the period that begins at 5:00 p.m. (New York City time) on the tenth (10th) Business Day immediately preceding any Stock Purchase Date and ends at 5:00 p.m. (New York City time) on such Stock Purchase Date) to create Stripped Common Equity Units by exchanging Treasury Securities or security entitlements with respect thereto for the Pledged Series C Debt Securities (if any), Pledged Series D Debt Securities (if any) and Pledged Series E Debt Securities then comprising a part of all or a portion of such Holder’s Normal Common Equity Units, in integral multiples of 80 Normal Common Equity Units by:

     (i) Transferring to the Stock Purchase Contract Agent, for further Transfer to the Securities Intermediary for credit to the applicable Collateral Account, Series C Treasury Securities or security entitlements with respect thereto having a Value equal to the aggregate principal amount of the Pledged Series C Debt Securities (if any) to be released, Series D Treasury Securities or security entitlements with respect thereto having a Value equal to the aggregate principal amount of the Pledged Series D Debt Securities (if any) to be released and Series E Treasury Securities or security entitlements with respect thereto having a Value equal to the aggregate principal amount of the Pledged Series E Debt Securities to be released, accompanied by a notice, substantially in the form of Exhibit B to the Stock Purchase Contract Agreement, whereupon the Stock Purchase Contract Agent shall deliver to the Collateral Agent a notice, substantially in the form of Exhibit A, (A) stating that such Holder has notified the Stock Purchase Contract Agent that such Holder has Transferred Treasury Securities or security entitlements with respect thereto to the Stock Purchase Contract Agent for further Transfer to the Securities Intermediary for credit to the applicable Collateral Account, (B) stating the Value of the Treasury Securities or security entitlements with respect thereto Transferred by such

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Holder and (C) requesting that the Collateral Agent instruct the Securities Intermediary to accept such Transfer of Treasury Securities and to release from the Pledge to the Stock Purchase Contract Agent as attorney-in-fact of the such Holder an equal Value of Pledged Series C Debt Securities (if any) an equal Value of Pledged Series D Debt Securities (if any) and an equal Value of Pledged Series E Debt Securities that are then a component of such Normal Common Equity Units; and

     (ii) delivering the related Normal Common Equity Units to the Stock Purchase Contract Agent.

     Notwithstanding anything herein to the contrary, no such exchange shall be made (A) at any time when there does not exist an unmatured Treasury Security that would be required, pursuant to clause (i) above, to be delivered to effect such exchange or (B) from the time any Remarketing has priced to, and including, the Stock Purchase Date relating to such Remarketing. Upon receipt of such notice, giving of instructions to the Securities Intermediary that such Transfer be accepted and confirmation that Treasury Securities or security entitlements with respect thereto have been credited to the Series C Collateral Account (if applicable), Series D Collateral Account (if applicable) and the Series E Collateral Account as described in such notice, the Collateral Agent shall instruct the Securities Intermediary by a notice, substantially in the form of Exhibit B, to release such Pledged Series C Debt Securities (if any), Pledged Series D Debt Securities (if any) and Pledged Series E Debt Securities, from the Pledge by Transfer to the Stock Purchase Contract Agent for distribution to such Holder, free and clear of the Pledge created hereby.

     (b) Upon credit to (i) the Series C Collateral Account (if applicable) of Series C Treasury Securities or security entitlements thereto, (ii) the Series D Collateral Account (if applicable) of Series D Treasury Securities or security entitlements thereto, and (iii) the Series E Collateral Account of Series E Treasury Securities or security entitlements thereto, with respect to Normal Common Equity Units delivered by a Holder of Normal Common Equity Units and receipt of the related instruction from the Collateral Agent, the Securities Intermediary shall release the Pledged Series C Debt Securities (if any), Pledged Series D Debt Securities (if any) and Pledged Series E Debt Securities from the Pledge and shall promptly Transfer the same to the Stock Purchase Contract Agent for distribution to such Holder, free and clear of the Pledge created hereby.

     SECTION 5.3 Recreation of Normal Common Equity Units.

     (a) At any time (but not during the period that begins at 5:00 p.m. (New York City time) on the tenth (10th) Business Day immediately preceding any Stock Purchase Date and ends at 5:00 p.m. (New York City time) on such Stock Purchase Date), a Holder of Stripped Common Equity Units shall have the right to recreate Normal Common Equity Units by exchange of Debt Securities or security entitlements with respect thereto for Pledged Treasury Securities in integral multiples of 80 Stripped Common Equity Units (provided, however, that in no event shall such exchange be permitted at any time after any Treasury Security forming part of such Stripped Common Equity Units has matured), by:

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     (i) Transferring to the Stock Purchase Contract Agent for further Transfer to the Securities Intermediary, for credit to the Series C Collateral Account, Series C Debt Securities or security entitlements with respect thereto having an aggregate principal amount equal to the Value of the Pledged Series C Treasury Securities (if any) to be released, Transferring to the Stock Purchase Contract Agent for further Transfer to the Securities Intermediary, for credit to the Series D Collateral Account, Series D Debt Securities or security entitlements with respect thereto having an aggregate principal amount equal to the Value of the Pledged Series D Treasury Securities (if any) to be released, and Transferring to the Stock Purchase Contract Agent for further Transfer to the Securities Intermediary, for credit to the Series E Collateral Account, Series E Debt Securities or security entitlements with respect thereto having an aggregate principal amount equal to the Value of the Pledged Series E Treasury Securities to be released, accompanied by a notice, substantially in the form of Exhibit C to the Stock Purchase Contract Agreement, whereupon the Stock Purchase Contract Agent shall deliver to the Collateral Agent a notice, substantially in the form of Exhibit C, stating that such Holder (x) has Transferred the Series C Debt Securities (if any) or security entitlements with respect thereto to the Stock Purchase Contract Agent for further Transfer to the Securities Intermediary for credit to the Series C Collateral Account, (y) has Transferred the Series D Debt Securities (if any) or security entitlements with respect thereto to the Securities Intermediary for credit to the Series D Collateral Account and (z) has Transferred the Series E Debt Securities or security entitlements with respect thereto to the Securities Intermediary for credit to the Series E Collateral Account and requesting that the Collateral Agent instruct the Securities Intermediary to accept such Transfer and to release from the Pledge to the Stock Purchase Contract Agent an equal Value of the Pledged Series C Treasury Securities, the Pledged Series D Treasury Securities and the Pledged Series E Treasury Securities related to such Stripped Common Equity Units; and

     (ii) delivering the related Stripped Common Equity Units to the Stock Purchase Contract Agent.

     Notwithstanding anything herein to the contrary, no such exchange shall be made from the time any Remarketing has priced to, and including, the Stock Purchase Date relating to such Remarketing.

     Upon receipt of such notice, the giving of instructions to the Securities Intermediary that such Transfer be accepted and confirmation that (i) Series C Debt Securities or security entitlements with respect thereto have been credited to the Series C Collateral Account, (ii) Series D Debt Securities or security entitlements with respect thereto have been credited to the Series D Collateral Account and (iii) Series E Debt Securities or security entitlements with respect thereto have been credited to the Series E Collateral Account, as described in such notice, the Collateral Agent shall instruct the Securities Intermediary by a notice substantially in the form of Exhibit D to release such Pledged Series C Treasury Securities, Pledged Series D Treasury Securities and Pledged Series E Treasury Securities from the Pledge by Transfer to the Stock Purchase Contract Agent for distribution to such Holder, free and clear of the Pledge created hereby.

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     (b) Upon credit to the applicable Collateral Account of Debt Securities or security entitlements with respect thereto delivered by a Holder of Stripped Common Equity Units and receipt of the related instruction from the Collateral Agent, the Securities Intermediary shall release such Pledged Treasury Securities from the Pledge and shall promptly Transfer the same to the Stock Purchase Contract Agent for distribution to such Holder, free and clear of the Pledge created hereby.

     SECTION 5.4 [Reserved]

     SECTION 5.5 Termination Event.

     (a) Upon receipt by the Collateral Agent of written notice from the Company or the Stock Purchase Contract Agent that a Termination Event has occurred, the Collateral Agent shall release all Collateral from the Pledge and shall promptly instruct the Securities Intermediary to credit:

     (i) any Pledged Debt Securities or security entitlements with respect thereto;

     (ii) any Pledged Treasury Securities or security entitlements with respect thereto; and

     (iii) any payments by Holders (or the Permitted Investments of such payments) pursuant to Section 5.6,

to the Stock Purchase Contract Agent for the benefit of the Holders for distribution to such Holders, in accordance with their respective interests, free and clear of the Pledge created hereby, subject to Section 11.11(iii).

     (b) If such Termination Event shall result from the Company’s becoming a debtor under the Bankruptcy Code, and if the Collateral Agent shall for any reason fail promptly to effectuate the release and Transfer of all Pledged Debt Securities, Pledged Treasury Securities and payments by Holders (or the Permitted Investments of such payments) pursuant to Section 5.6 and Proceeds of any of the foregoing, as the case may be, as provided by this Section 5.5, the Stock Purchase Contract Agent shall:

     (i) use its best efforts to obtain an opinion of a nationally recognized law firm to the effect that, notwithstanding the Company being the debtor in such a bankruptcy case, the Collateral Agent will not be prohibited from releasing or Transferring the Collateral as provided in this Section 5.5 and shall deliver or cause to be delivered such opinion to the Collateral Agent within ten days after the occurrence of such Termination Event, and if (A) the Stock Purchase Contract Agent shall be unable to obtain such opinion within ten days after the occurrence of such Termination Event or (B) the Collateral Agent shall continue, after delivery of such opinion, to refuse to effectuate the release and Transfer of all Pledged Debt Securities, Pledged Treasury Securities and the payments by Holders (or the Permitted Investments of such payments) pursuant to Section 5.6 and Proceeds of any of the foregoing, as the case may be, as provided in this Section 5.5, then the Stock Purchase Contract Agent shall, upon receipt of instructions in accordance with the Stock Purchase Contract Agreement, within fifteen days after the

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occurrence of such Termination Event commence an action or proceeding in the court having jurisdiction of the Company’s case under the Bankruptcy Code seeking an order requiring the Collateral Agent to effectuate the release and transfer of all Pledged Debt Securities, Pledged Treasury Securities and the payments by Holders (or the Permitted Investments of such payments) pursuant to Section 5.6 and Proceeds of any of the foregoing, as the case may be, as provided by this Section 5.5; or

     (ii) upon receipt of instructions in accordance with the Stock Purchase Contract Agreement, commence an action or proceeding like that described in Section 5.5(b)(i) within ten days after the occurrence of such Termination Event.

     SECTION 5.6 Cash Settlement.

     (a) Upon (1) receipt by the Collateral Agent of a notice from the Stock Purchase Contract Agent promptly after 5:00 p.m. (New York City time) on the eleventh (11th) Business Day immediately preceding each scheduled Stock Purchase Date with respect to notices from Holders of Normal Common Equity Units that such Holders have elected, in accordance with the procedures specified in Section 5.2(b)(i) of the Stock Purchase Contract Agreement, to effect a Cash Settlement, and (2) receipt from such Holder by the Securities Intermediary for credit to the applicable Collateral Account at or prior to 5:00 p.m. (New York City time) on the eleventh (11th) Business Day immediately preceding the applicable Stock Purchase Date of the applicable Purchase Price in lawful money of the United States by certified or cashier’s check or wire transfer of immediately available funds payable to or upon the order of the Securities Intermediary, then, subject to receipt of instructions from the Company under Section 3.3(b), the Collateral Agent shall instruct the Securities Intermediary promptly to invest any such Cash in Permitted Investments maturing on the Stock Purchase Date.

     In the event of a Successful Remarketing, upon receipt of Proceeds upon the maturity of the Permitted Investments on a Stock Purchase Date, the Collateral Agent shall (i) instruct the Securities Intermediary to pay the portion of such Proceeds and deliver any certified or cashier’s checks received, in an aggregate amount equal to the Purchase Price, to the Company on the Stock Purchase Date, and (ii) release any amounts in excess of the Purchase Price earned from such Permitted Investments to the Stock Purchase Contract Agent for distribution to the Holders who elected to effect a Cash Settlement in accordance with the Stock Purchase Contract Agreement.

     (b) If a Holder of Normal Common Equity Units fails to duly elect Cash Settlement in accordance with Section 5.2(b)(i) of the Stock Purchase Contract Agreement, then such Holder shall be deemed to have consented to the disposition of such Holder’s Pledged Debt Securities in accordance with Section 5.2(b)(iii) of the Stock Purchase Contract Agreement.

     (i) No later than 11:00 a.m. (New York City time) on the tenth (10th) Business Day immediately preceding the applicable Stock Purchase Date, the Collateral Agent shall deliver to the Stock Purchase Contract Agent a notice, substantially in the form of Exhibit E hereto, stating (i) the number of Normal Common Equity Units as to which it has received Cash Settlement notices and the amount of Cash it has received in connection with such Cash Settlement notices and (ii) the amount of Pledged Debt

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Securities to be remarketed in the applicable Remarketing pursuant to Section 5.2(a) of the Stock Purchase Contract Agreement, of the series that is to be remarketed in the applicable Remarketing.

     (ii) In the event of a Failed Remarketing that is not a Final Failed Remarketing, the Collateral Agent shall (i) promptly return the Cash that it has received with respect to the Cash Settlement of Normal Common Equity Units to the Stock Purchase Contract Agent for distribution to Holders who elected to effect a Cash Settlement and (ii) as soon as practicable after 5:00 p.m. (New York City time) on the Business Day immediately preceding the applicable Stock Purchase Date, deliver to the Stock Purchase Contract Agent a notice, stating (A) the amount of Cash that it has received and returned with respect to the Cash Settlement of Normal Common Equity Units and (B) the amount of Pledged Debt Securities of the series subject to the Failed Remarketing in the applicable Collateral Accounts.

     (iii) In the event of a Successful Remarketing, the Collateral Agent shall (i) instruct the Securities Intermediary to release from the Pledge such Holder’s related Pledged Debt Securities of the series subject to the Successful Remarketing as to which such Holder has effected a Cash Settlement pursuant to Section 5.6(a), and (ii) instruct the Securities Intermediary to Transfer all such Pledged Debt Securities of the series subject to the Successful Remarketing to the Stock Purchase Contract Agent for distribution to such Holder free and clear of the Pledge created hereby.

     (iv) In the event of a Final Failed Remarketing, the Collateral Agent shall (i) instruct the Securities Intermediary to release from the Pledge such Holder’s related Pledged Debt Securities of the series subject to the Final Failed Remarketing as to which such Holder has elected not to exercise its Put Right pursuant to Section 5.6(a), and (ii) instruct the Securities Intermediary to Transfer all such Pledged Debt Securities of the series subject to the Final Failed Remarketing to the Stock Purchase Contract Agent for distribution to such Holder free and clear of the Pledge created hereby; provided, however, that the Company shall have no obligation to comply with this clause (iv) if such Holder has failed to make the payment required by Section 5.2(b)(ii) of the Stock Purchase Contract Agreement with respect to the Cash Settlement.

     SECTION 5.7 Early Settlement.

Upon receipt by the Collateral Agent of a notice from the Stock Purchase Contract Agent that a Holder of Common Equity Units has elected to effect an Early Settlement of its obligations under the Stock Purchase Contracts forming a part of such Common Equity Units in accordance with the terms of the Stock Purchase Contracts and in accordance with the procedures specified in Section 5.7 of the Stock Purchase Contract Agreement (which notice shall set forth the number of such Stock Purchase Contracts as to which such Holder has elected to effect Early Settlement), and that the Stock Purchase Contract Agent has received from such Holder, and paid to the Company as confirmed in writing by the Company, the related Early Settlement Amount pursuant to the terms of the Stock Purchase Contracts and the Stock Purchase Contract Agreement, then the Collateral Agent shall release from the Pledge, (1) Pledged Debt Securities, in the case of a Holder of Normal Common Equity Units or (2) Pledged Treasury Securities, in

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the case of a Holder of Stripped Common Equity Units, forming a part of such Common Equity Units and shall instruct the Securities Intermediary to Transfer all such Pledged Debt Securities or Pledged Treasury Securities, as the case may be, to the Stock Purchase Contract Agent for distribution to such Holder, in each case free and clear of the Pledge created hereby. A holder of Stripped Common Equity Units may settle early only in integral multiples of 80 Stripped Common Equity Units, and a Holder of Normal Common Equity Units may settle early only in integral multiples of 80 Normal Common Equity Units.

     SECTION 5.8 Cash Merger Early Settlement.

Upon receipt by the Collateral Agent of a notice from the Stock Purchase Contract Agent that a Holder of Common Equity Units has elected to effect a Cash Merger Early Settlement of its obligations under the Stock Purchase Contracts forming a part of such Common Equity Units in accordance with the terms of the Stock Purchase Contracts and in accordance with the procedures specified in Section 5.8 of the Stock Purchase Contract Agreement (which notice shall set forth the number of such Stock Purchase Contracts as to which such Holder has elected to effect Cash Merger Early Settlement), and that the Stock Purchase Contract Agent has received from such Holder, and paid to the Company as confirmed in writing by the Company, the related Cash Merger Early Settlement Amount pursuant to the terms of the Stock Purchase Contracts and the Stock Purchase Contract Agreement, then the Collateral Agent shall release from the Pledge, (i) Pledged Debt Securities, in the case of a Holder of Normal Common Equity Units or (ii) Pledged Treasury Securities, in the case of a Holder of Stripped Common Equity Units, forming a part of such Common Equity Units and shall instruct the Securities Intermediary to Transfer all such Pledged Debt Securities or Pledged Treasury Securities, as the case may be, to the Stock Purchase Contract Agent for distribution to such Holder, in each case free and clear of the Pledge created hereby; provided, however, that if a Holder of Normal Common Equity Units has elected pursuant to Section 5.8(d) of the Stock Purchase Contract Agreement to have the Pledged Debt Securities forming a part of such Normal Common Equity Units transferred to the Company in full satisfaction of such Holder’s obligation to deliver the Cash Merger Early Settlement Amount with respect to such Normal Common Equity Units, the Collateral Agent shall instruct the Security Intermediary to Transfer such Pledged Debt Securities to the Company. A holder of Stripped Common Equity Units may settle early only in integral multiples of 80 Stripped Common Equity Units, and a Holder of Normal Common Equity Units may settle early only in integral multiples of 80 Normal Common Equity Units.

     SECTION 5.9 Application of Proceeds in Settlement of Stock Purchase Contracts.

     (a) If a Holder of Normal Common Equity Units has not duly elected Cash Settlement in accordance with Section 5.2(b)(i) of the Stock Purchase Contract Agreement, such Holder shall be deemed to have elected to pay for the shares of Common Stock to be issued under such Stock Purchase Contracts from the Proceeds of the Remarketing of the related Pledged Debt Securities.

     In the event of a Successful Remarketing, the proceeds will be applied pursuant to and in accordance with Section 7.3 hereof.

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     In the event of a Final Failed Remarketing with respect to the Series C Debt Securities, to the extent the Holders have neither exercised the Put Right with respect thereto nor made the payment to the Stock Purchase Contract Agent of the Purchase Price required in connection with an election not to exercise such Put Right, the Collateral Agent, for the benefit of the Company, will, at the written instruction of the Company, deliver or dispose of the Pledged Series C Debt Securities in accordance with the Company’s written instructions to satisfy in full, from any such disposition or retention, the obligations of such Holders of Normal Common Equity Units to pay the Purchase Price for the shares of Common Stock to be issued on the First Stock Purchase Date under the Stock Purchase Contracts underlying such Normal Common Equity Units. Thereafter, the Collateral Agent shall promptly remit the Proceeds in excess of the aggregate Purchase Price for the shares of Common Stock to be issued on the First Stock Purchase Date under such Stock Purchase Contracts to the Stock Purchase Contract Agent for payment to the Holders of the Normal Common Equity Units to which such Series C Debt Securities relate.

     In the event of a Final Failed Remarketing with respect to the Series D Debt Securities, to the extent the Holders have neither exercised the Put Right with respect thereto nor made the payment to the Stock Purchase Contract Agent of the Purchase Price required in connection with an election not to exercise such Put Right, the Collateral Agent, for the benefit of the Company, will, at the written instruction of the Company, deliver or dispose of the Pledged Series D Debt Securities in accordance with the Company’s written instructions to satisfy in full, from any such disposition or retention, the obligations of such Holders of Normal Common Equity Units to pay the Purchase Price for the shares of Common Stock to be issued on the Second Stock Purchase Date under the Stock Purchase Contracts underlying such Normal Common Equity Units. Thereafter, the Collateral Agent shall promptly remit the Proceeds in excess of the aggregate Purchase Price for the shares of Common Stock to be issued on the Second Stock Purchase Date under such Stock Purchase Contracts to the Stock Purchase Contract Agent for payment to the Holders of the Normal Common Equity Units to which such Series D Debt Securities relate.

     In the event of a Final Failed Remarketing with respect to the Series E Debt Securities, to the extent the Holders have neither exercised the Put Right with respect thereto nor made the payment to the Stock Purchase Contract Agent of the Purchase Price required in connection with an election not to exercise such Put Right, the Collateral Agent, for the benefit of the Company, will, at the written instruction of the Company, deliver or dispose of the Pledged Series E Debt Securities in accordance with the Company’s written instructions to satisfy in full, from any such disposition or retention, the obligations of such Holders of Normal Common Equity Units to pay the Purchase Price for the shares of Common Stock to be issued on the Third Stock Purchase Date under the Stock Purchase Contracts underlying such Normal Common Equity Units. Thereafter, the Collateral Agent shall promptly remit the Proceeds in excess of the aggregate Purchase Price for the shares of Common Stock to be issued on the Third Stock Purchase Date under such Stock Purchase Contracts to the Stock Purchase Contract Agent for payment to the Holders of the Normal Common Equity Units to which such Series E Debt Securities relate.

     (b) A Holder of a Stripped Common Equity Unit shall be deemed to have elected to pay for the shares of Common Stock to be issued under the Stock Purchase Contract underlying the Stripped Common Equity Unit from the Proceeds of the related Pledged Treasury Securities. Without the need for any instruction from any Holder, the Collateral Agent shall instruct the Securities Intermediary (i) to remit the Proceeds of the related Pledged Series C Treasury

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Securities to the Company in settlement of such Stock Purchase Contracts on the First Stock Purchase Date, (ii) to remit the Proceeds of the related Pledged Series D Treasury Securities to the Company in settlement of such Stock Purchase Contracts on the Second Stock Purchase Date and (iii) to remit the Proceeds of the related Pledged Series E Treasury Securities to the Company in settlement of such Stock Purchase Contracts on the Third Stock Purchase Date. In the event the sum of the Proceeds from the related Pledged Treasury Securities exceeds the aggregate Purchase Price of the Stock Purchase Contracts being settled thereby, the Collateral Agent shall instruct the Securities Intermediary to transfer such excess, when received, to the Stock Purchase Contract Agent for distribution to Holders of the Stripped Common Equity Units.

     (c) Prior to 5:00 p.m. (New York City time) on the twenty fifth (25th) Business Day immediately preceding the Applicable Stock Purchase Date relating to a Remarketing, Holders of Separate Debt Securities of such series of Debt Securities that is the subject of a remarketing may elect to have their applicable Separate Debt Securities remarketed under the Remarketing Agreement, by delivering such applicable Separate Debt Securities along with a notice of such election, substantially in the form of Exhibit F, to the Collateral Agent, acting as Custodial Agent, provided, however, that, notwithstanding anything herein to the contrary, no Holder of a Separate Debt Security may so elect to include such Separate Debt Security in a Remarketing, unless the principal amount of such Separate Debt Security (and, if such Separate Debt Security is a Unit Debt Security, the principal amount of each tranche of Component Debt Securities forming part of such Separate Debt Security) is an integral multiple of one thousand dollars ($1,000). Any such notice and delivery may not be conditioned upon the level at which the Reset Rate for the applicable series of Debt Securities is established in the Remarketing or any other condition. The Custodial Agent shall hold Separate Debt Securities in an account separate from the applicable Collateral Account in which the Pledged Securities shall be held. Holders of Separate Debt Securities electing to have their Separate Debt Securities remarketed will also have the right to withdraw that election by written notice to the Collateral Agent, substantially in the form of Exhibit G hereto, prior to 5:00 p.m. (New York City time) on the twenty fifth (25th) Business Day immediately preceding the Applicable Stock Purchase Date, upon which notice the Custodial Agent shall return such Separate Debt Securities to such Holder. After such time, such election shall become an irrevocable election to have such Separate Debt Securities remarketed in such Remarketing.

     No later than 11:00 a.m. (New York City time) on the twenty fourth (24th) Business Day immediately preceding the Applicable Stock Purchase Date relating to each Remarketing, the Custodial Agent shall notify the Remarketing Agent of the aggregate principal amount of the Separate Debt Securities to be remarketed and deliver to the Remarketing Agent for remarketing all Separate Debt Securities delivered to the Custodial Agent pursuant to this Section 5.9(c) and not validly withdrawn prior to such date. In the event of a Successful Remarketing, after deducting the Remarketing Fee, the Remarketing Agent will remit to the Custodial Agent the remaining portion of the Proceeds of such Remarketing for payment to the Holders of the remarketed Separate Debt Securities, in accordance with their respective interests. In the event of a Failed Remarketing, the Remarketing Agent will promptly return such Separate Debt Securities to the Custodial Agent for distribution to the appropriate Holders.

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ARTICLE VI
Voting Rights — Pledged Debt Securities

     SECTION 6.1 Voting Rights. Subject to the terms of Section 4.2 of the Stock Purchase Contract Agreement, the Stock Purchase Contract Agent may exercise, or refrain from exercising, any and all voting and other consensual rights pertaining to the Pledged Debt Securities, or any part thereof for any purpose not inconsistent with the terms of this Agreement and in accordance with the terms of the Stock Purchase Contract Agreement; provided that the Stock Purchase Contract Agent shall give the Company and the Collateral Agent at least five Business Days’ prior written notice of the manner in which it intends to exercise, or its reasons for refraining from exercising, any such right. Upon receipt of any notices and other communications in respect of any Pledged Debt Securities, including notice of any meeting at which holders of the Debt Securities are entitled to vote or solicitation of consents, waivers or proxies of holders of the Debt Securities, the Collateral Agent shall use reasonable efforts to send promptly to the Stock Purchase Contract Agent such notice or communication, and as soon as reasonably practicable after receipt of a written request therefor from the Stock Purchase Contract Agent, execute and deliver to the Stock Purchase Contract Agent such proxies and other instruments in respect of such Pledged Debt Securities (in form and substance satisfactory to the Collateral Agent) as are prepared by the Company and delivered to the Stock Purchase Contract Agent with respect to the Pledged Debt Securities.

ARTICLE VII
Rights and Remedies

     SECTION 7.1 Rights and Remedies of Collateral Agent.

     (a) In addition to the rights and remedies specified in Section 5.9 or otherwise available at law or in equity, after an event of default (as specified in Section 7.1(b) below) hereunder, the Collateral Agent shall have all of the rights and remedies with respect to the Collateral of a secured party under the UCC (whether or not the UCC is in effect in the jurisdiction where the rights and remedies are asserted) and the Trades Regulations and such additional rights and remedies to which a secured party is entitled under the laws in effect in any jurisdiction where any rights and remedies hereunder may be asserted. Without limiting the generality of the foregoing, such remedies may include, to the extent permitted by applicable law, (1) retention of the Pledged Debt Securities or the Pledged Treasury Securities in full satisfaction of the Holders’ obligations under the Stock Purchase Contracts and the Stock Purchase Contract Agreement or (2) sale of the Pledged Debt Securities or the Pledged Treasury Securities in one or more public or private sales.

     (b) Without limiting any rights or powers otherwise granted by this Agreement to the Collateral Agent, in the event the Company is unable to make payments from amounts transferred or transferable to the Company on account of the principal payments of any Pledged Treasury Securities as provided in Article III, in satisfaction of the Obligations of the Holder of the Common Equity Units of which such applicable Pledged Treasury Securities are a part under the related Stock Purchase Contracts, the inability to make such payments shall constitute an event of default hereunder and the Collateral Agent shall have and may exercise, with reference to such Pledged Treasury Securities any and all of the rights and remedies available to a secured party under the UCC and the Trades Regulations after default by a debtor, and as otherwise granted herein or under any other law.

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     (c) Without limiting any rights or powers otherwise granted by this Agreement to the Collateral Agent, the Collateral Agent is hereby irrevocably authorized to receive and collect all payments of (i) the principal amount of the Pledged Debt Securities and (ii) the principal amount of the Pledged Treasury Securities, subject, in each case, to the provisions of Article III, and as otherwise granted herein.

     (d) The Stock Purchase Contract Agent, as attorney-in-fact of the Holders, and each Holder of Common Equity Units agrees and covenants that, from time to time, upon the written request of the Collateral Agent or the Stock Purchase Contract Agent, such Holder shall execute and deliver such further documents and do such other acts and things as the Company may reasonably request in order to maintain the Pledge, and to ensure that the security interest in the Collateral created hereby is perfected and prior to all other security interest in the Collateral (subject to Section 11.11), and to confirm the rights of the Collateral Agent hereunder. The Stock Purchase Contract Agent shall have no liability to any Holder for executing any documents or taking any such acts requested by the Collateral Agent hereunder, except for liability for its own negligent acts, its own negligent failure to act or its own willful misconduct.

     SECTION 7.2 Remarketing. The Collateral Agent shall, by 11:00 a.m., New York City time, on the ninth (9th) Business Day immediately preceding an Applicable Stock Purchase Date, notify the Remarketing Agent of the aggregate principal amount of the applicable series of Pledged Debt Securities that are to be remarketed and without the need for any instruction from any Holder of Normal Common Equity Units, present the related Pledged Debt Securities of the applicable series to the Remarketing Agent for Remarketing in accordance with Section 7.3. In the event of a Failed Remarketing, the Debt Securities presented to the Remarketing Agent pursuant to this Section 7.2 for Remarketing shall be redeposited into the applicable Collateral Account.

     SECTION 7.3 Successful Remarketing. In the event of a Successful Remarketing, the Collateral Agent shall, at the written direction of the Company, instruct the Securities Intermediary to (i) Transfer the applicable Pledged Debt Securities to the Remarketing Agent upon confirmation of deposit by the Remarketing Agent of the Proceeds of such Successful Remarketing (after deducting any Remarketing Fee in accordance with the Remarketing Agreement) in the applicable Collateral Account, (ii) remit to the Company from such Proceeds an amount equal to the aggregate Purchase Price for the shares of Common Stock to be issued under the related Stock Purchase Contracts on the Applicable Stock Purchase Date in full satisfaction of such Holders’ obligations to pay the Purchase Price under the related Stock Purchase Contracts, and (iii) promptly remit the remaining portion of such Proceeds to the Stock Purchase Contract Agent for payment to the Holders of Normal Common Equity Units, in accordance with their respective interests and the Stock Purchase Contract Agreement. With respect to Separate Debt Securities, any Proceeds of such Remarketing (after deducting any Remarketing Fee in accordance with the Remarketing Agreement) attributable to the Separate Debt Securities will be remitted to the Custodial Agent for payment to the holders of Separate Debt Securities. In the event of a Final Failed Remarketing, the Pledged Debt Securities shall remain credited to the Collateral Account and Section 5.9 shall apply.

     SECTION 7.4 Substitutions. Whenever a Holder has the right to substitute Treasury Securities, Debt Securities or security entitlements for any of them, as the case may be, for

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financial assets held in a Collateral Account, such substitution shall not constitute a novation of the security interest created hereby.

Notwithstanding anything to the contrary in this Agreement, effective at the open of business on the applicable Bifurcation Date, each Pledged Debt Security outstanding immediately prior to such time and, subject to Bifurcation (as defined below) under the Debt Security Indenture, shall, automatically and without the act of any Holder, convert into a Pledged Debt Security consisting of two (2) tranches (the “Bifurcated Pledged Debt Securities”), each of one thousand dollars ($1,000.00) principal amount (the “Bifurcation”). On such Bifurcation Date, the Collateral Agent will submit the certificates representing such Pledged Debt Securities to the Debenture Trustee for cancellation and the Company shall execute and deliver to the Debenture Trustee, registered in the name of the Stock Purchase Contract Agent, for authentication two (2) new certificates representing the Bifurcated Pledged Debt Securities. The Bifurcated Pledged Debt Securities will be delivered to the Collateral Agent and will be subject to the pledge and security interest under this Agreement.

ARTICLE VIII
Representations and Warranties; Covenants

     SECTION 8.1 Representations and Warranties. Each Holder from time to time, acting through the Stock Purchase Contract Agent as attorney-in-fact (it being understood that the Stock Purchase Contract Agent shall not be liable for any representation or warranty made by or on behalf of a Holder), hereby represents and warrants to the Collateral Agent (with respect to such Holder’s interest in the Collateral), which representations and warranties shall be deemed repeated on each day a Holder Transfers Collateral, that, subject to Section 11.11:

     (a) such Holder has the power to grant a security interest in and lien on the Collateral;

     (b) such Holder is the sole beneficial owner of the Collateral and, in the case of Collateral delivered in physical form, is the sole holder of such Collateral and is the sole beneficial owner of, or has the right to Transfer, the Collateral it Transfers to the Collateral Agent for credit to an applicable Collateral Account, free and clear of any security interest, lien, encumbrance, call, liability to pay money or other restriction other than the security interest and lien granted under Article II;

     (c) upon the Transfer of the Collateral to the Collateral Agent for credit to an applicable Collateral Account, the Collateral Agent, for the benefit of the Company, will have a valid and perfected first priority security interest therein (assuming that any central clearing operation or any securities intermediary or other entity not within the control of the Holder involved in the Transfer of the Collateral, including the Collateral Agent and the Securities Intermediary, gives the notices and takes the action required of it hereunder and under applicable law for perfection of that interest and assuming the establishment and exercise of control pursuant to Article IV); and

     (d) the execution and performance by the Holder of its obligations under this Agreement will not result in the creation of any security interest, lien or other encumbrance on the Collateral other than the security interest and lien granted under Article II, or violate any

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provision of any existing law or regulation applicable to it or of any mortgage, charge, pledge, indenture, contract or undertaking to which it is a party or which is binding on it or any of its assets.

     SECTION 8.2 Covenants. The Holders from time to time, acting through the Stock Purchase Contract Agent as their attorney-in-fact (it being understood that the Stock Purchase Contract Agent shall not be liable for any covenant made by or on behalf of a Holder), hereby covenant to the Collateral Agent that for so long as the Collateral remains subject to the Pledge, subject to Section 11.11:

     (a) such Holders will not create or purport to create or allow to subsist any mortgage, charge, lien, pledge or any other security interest whatsoever over the Collateral or any part of it other than pursuant to this Agreement, and

     (b) such Holders will not sell or otherwise dispose (or attempt to dispose) of the Collateral or any part of it except for the beneficial interest therein, subject to the Pledge hereunder, transferred in connection with the Transfer of the Common Equity Units.

ARTICLE IX
Collateral Agent, Custodial Agent
and Securities Intermediary

     It is hereby agreed as follows:

     SECTION 9.1 Appointment, Powers and Immunities. The Collateral Agent, the Custodial Agent or the Securities Intermediary shall act as agent for the Company hereunder with such powers as are specifically vested in the Collateral Agent, the Custodial Agent or the Securities Intermediary, as the case may be, by the terms of this Agreement. The Collateral Agent, the Custodial Agent and Securities Intermediary shall:

     (a) have no duties or responsibilities except those expressly set forth in this Agreement and no implied covenants, functions, responsibilities, duties, liabilities or obligations shall be inferred from this Agreement against the Collateral Agent, the Custodial Agent and the Securities Intermediary, nor shall the Collateral Agent, the Custodial Agent and the Securities Intermediary be bound by the provisions of any agreement by any party hereto beyond the specific terms hereof and none of the Collateral Agent, the Custodial Agent or the Securities Intermediary shall have any fiduciary relationship to the Holders of the Common Equity Units or any other Person;

     (b) not be responsible for any recitals contained in this Agreement, or in any certificate or other document referred to or provided for in, or received by it under, this Agreement, the Common Equity Units or the Stock Purchase Contract Agreement, or for the value, validity, effectiveness, genuineness, enforceability or sufficiency of this Agreement (other than as against the Collateral Agent, the Custodial Agent or the Securities Intermediary, as the case may be), the Common Equity Units, any Collateral or the Stock Purchase Contract Agreement or any other document referred to or provided for herein or therein or for any failure by the Company or any other Person (except the Collateral Agent, the Custodial Agent or the

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Securities Intermediary, as the case may be) to perform any of its obligations hereunder or thereunder or for the validity, perfection, enforceability, priority or, except as expressly required hereby, maintenance of any security interest created hereunder;

     (c) not be required to initiate or conduct any litigation or collection proceedings hereunder (except pursuant to directions furnished under Section 9.2 hereof, subject to Section 9.8 hereof, and except as may be required in connection with Section 11.11);

     (d) not be responsible for any action taken or omitted to be taken by it in good faith hereunder or under any other document or instrument referred to or provided for herein or in connection herewith or therewith, except for its own gross negligence or willful misconduct; and

     (e) not be required to advise any party as to selling or retaining, or taking or refraining from taking any action with respect to, any securities or other property deposited hereunder.

     Subject to the foregoing, during the term of this Agreement, the Collateral Agent, the Custodial Agent and the Securities Intermediary are not at any time under any duty to monitor the value of any Collateral in the Collateral Account or whether the Collateral is of a type required or permitted to be held in the Collateral Account.

     The Collateral Agent, Securities Intermediary and Custodial Agent shall only be responsible for transferring money, securities or other property in accordance with the terms herein to the extent that such money, securities or other property is credited to the respective Collateral Account.

     No provision of this Agreement shall require the Collateral Agent, Custodial Agent or the Securities Intermediary to expend or risk its own funds or otherwise incur any financial liability in the performance of any of its duties or the exercise of any of its rights or powers hereunder. In no event shall the Collateral Agent, Custodial Agent or the Securities Intermediary be liable for any amount in excess of the Value of the Collateral.

     SECTION 9.2 Instructions of the Company. The Company shall have the right, by one or more written instruments executed and delivered to the Collateral Agent, to direct the time, method and place of conducting any proceeding for the realization of any right or remedy available to the Collateral Agent, or of exercising any power conferred on the Collateral Agent, or to direct the taking or refraining from taking of any action authorized by this Agreement; provided, however, that (i) such direction shall not conflict with the provisions of any law or of this Agreement or involve the Collateral Agent in personal liability and (ii) the Collateral Agent shall be indemnified to its satisfaction as provided herein. None of the Collateral Agent, the Custodial Agent or the Securities Intermediary has any obligation or responsibility to file any UCC financing or continuation statements or to take any other actions to create, preserve or maintain the security interest in the Collateral except as expressly set forth herein, including, without limitation, in connection with Section 11.11.

     SECTION 9.3 Reliance by Collateral Agent, Custodial Agent and Securities Intermediary. Each of the Collateral Agent, the Custodial Agent and the Securities Intermediary

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shall be entitled, in the absence of bad faith, to rely conclusively upon any certification, order, judgment, opinion, notice or other written communication (including, without limitation, any thereof by e-mail or similar electronic means, telecopy or facsimile) believed by it to be genuine and correct and to have been signed or sent by or on behalf of the proper Person or Persons (without being required to determine the correctness of any fact stated therein) and consult with and conclusively rely upon advice, opinions and statements of legal counsel and other experts selected by the Collateral Agent, the Custodial Agent or the Securities Intermediary, as the case may be. As to any matters not expressly provided for by this Agreement, the Collateral Agent, the Custodial Agent and the Securities Intermediary shall in all cases be fully protected in acting, or in refraining from acting, hereunder in accordance with instructions given by the Company in accordance with this Agreement. The Company shall be responsible for ensuring that only its authorized persons transmit such written instructions to the Collateral Agent, the Custodial Agent and the Securities Intermediary and that all of its authorized persons treat applicable user and authorization codes, passwords and/or authentication keys with extreme care. In the event funds transfer instructions are given (other than in writing at the time of the execution of this Agreement), whether in writing, by telecopier or otherwise, the Collateral Agent, the Custodial Agent and the Securities Intermediary are authorized to seek confirmation of such instructions by telephone call-back to the person or persons designated on Schedule I hereto, and the Collateral Agent, the Custodial Agent and the Securities Intermediary may rely upon the confirmations of anyone purporting to be the person or persons so designated. The persons and telephone numbers for call-backs may be changed only in writing actually received and acknowledged by the Collateral Agent, the Custodial Agent and the Securities Intermediary. The parties to this Agreement acknowledge that such security procedure is commercially reasonable.

     It is understood that the Collateral Agent, the Custodial Agent and the Securities Intermediary in any funds transfer may rely solely upon any account numbers or similar identifying number provided by the Company to identify (i) the beneficiary, (ii) the beneficiary’s bank, or (iii) an intermediary bank. The Collateral Agent, the Custodial Agent and the Securities Intermediary may apply any of the deposited funds for any payment order it executes using any such identifying number, even where its use may result in a Person other than the beneficiary being paid, or the transfer of funds to a bank other than the beneficiary’s bank, or an intermediary bank, designated by the Company; provided, however, that payment is made to the account as specified by the Company.

     In each case that the Collateral Agent, Custodial Agent or Securities Intermediary may or is required hereunder to take any action, including without limitation to make any determination or judgment, to give consents, to exercise rights, powers or remedies, to release or sell Collateral or otherwise to act hereunder, the Collateral Agent, Custodial Agent or Securities Intermediary may seek direction from the Company. The Collateral Agent, Custodial Agent or Securities Intermediary shall not be liable with respect to any action taken or omitted to be taken by it in good faith in accordance with the direction from the Company. Unless direction is otherwise expressly provided herein, if the Collateral Agent, Custodial Agent or Securities Intermediary shall request direction from the Company with respect to any action, the Collateral Agent, Custodial Agent or the Securities Intermediary shall be entitled to refrain from such action unless and until such agent shall have received direction from the Company, and the agent shall not incur liability to any Person by reason of so refraining.

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     SECTION 9.4 Certain Rights.

     (a) Whenever in the administration of the provisions of this Agreement the Collateral Agent, the Custodial Agent or the Securities Intermediary shall deem it necessary or desirable that a matter be proved or established prior to taking or suffering any action to be taken hereunder, such matter (unless other evidence in respect thereof be herein specifically prescribed) may, in the absence of gross negligence or bad faith on the part of the Collateral Agent, the Custodial Agent or the Securities Intermediary, be deemed to be conclusively proved and established by a certificate signed by one of the Company’s officers, and delivered to the Collateral Agent, the Custodial Agent or the Securities Intermediary and such certificate, in the absence of gross negligence or bad faith on the part of the Collateral Agent, the Custodial Agent or the Securities Intermediary, shall be full warrant to the Collateral Agent, the Custodial Agent or the Securities Intermediary for any action taken, suffered or omitted by it under the provisions of this Agreement upon the faith thereof.

     (b) The Collateral Agent, the Custodial Agent or the Securities Intermediary shall not be bound to make any investigation into the facts or matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, consent, entitlement order, approval or other paper or document.

     SECTION 9.5 Merger, Conversion, Consolidation or Succession to Business. Any Person into which the Collateral Agent, the Custodial Agent or the Securities Intermediary may be merged or converted or with which it may be consolidated, or any Person resulting from any merger, conversion or consolidation to which the Collateral Agent, the Custodial Agent or the Securities Intermediary shall be a party, or any Person succeeding to all or substantially all of the corporate trust business of the Collateral Agent, the Custodial Agent or the Securities Intermediary shall be the successor of the Collateral Agent, the Custodial Agent or the Securities Intermediary hereunder without the execution or filing of any paper with any party hereto or any further act on the part of any of the parties hereto except where an instrument of transfer or assignment is required by law to effect such succession, anything herein to the contrary notwithstanding.

     SECTION 9.6 Rights in Other Capacities. The Collateral Agent, the Custodial Agent and the Securities Intermediary and their affiliates may (without having to account therefor to the Company) accept deposits from, lend money to, make their investments in and generally engage in any kind of banking, trust or other business with the Company, the Stock Purchase Contract Agent, any other Person interested herein and any Holder of Common Equity Units (and any of their respective subsidiaries or affiliates) as if it were not acting as the Collateral Agent, the Custodial Agent or the Securities Intermediary, as the case may be, and the Collateral Agent, the Custodial Agent, the Securities Intermediary and their affiliates may accept fees and other consideration from the Stock Purchase Contract Agent and any Holder of Common Equity Units without having to account for the same to the Company; provided that each of the Securities Intermediary, the Custodial Agent and the Collateral Agent covenants and agrees with the Company that it shall not accept, receive or permit there to be created in favor of itself and shall take no affirmative action to permit there to be created in favor of any other Person, any security interest, lien or other encumbrance of any kind in or upon the Collateral other than the lien created by the Pledge.

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     SECTION 9.7 Non-reliance on Collateral Agent, Custodial Agent and Securities Intermediary. None of the Securities Intermediary, the Custodial Agent or the Collateral Agent shall be required to keep itself informed as to the performance or observance by the Stock Purchase Contract Agent or any Holder of Common Equity Units of this Agreement, the Stock Purchase Contract Agreement, the Common Equity Units or any other document referred to or provided for herein or therein or to inspect the properties or books of the Stock Purchase Contract Agent or any Holder of Common Equity Units. None of the Collateral Agent, the Custodial Agent or the Securities Intermediary shall have any duty or responsibility to provide the Company with any credit or other information concerning the affairs, financial condition or business of the Stock Purchase Contract Agent or any Holder of Common Equity Units (or any of their respective affiliates) that may come into the possession of the Collateral Agent, the Custodial Agent or the Securities Intermediary or any of their respective affiliates.

     SECTION 9.8 Compensation and Indemnity.

     The Company agrees to:

     (a) pay the Collateral Agent, the Custodial Agent and the Securities Intermediary from time to time such compensation as shall be agreed in writing between the Company and the Collateral Agent, the Custodial Agent or the Securities Intermediary, as the case may be, for all services rendered by them hereunder;

     (b) indemnify and hold harmless the Collateral Agent, the Custodial Agent, the Securities Intermediary and each of their respective directors, officers, agents and employees (collectively, the “Indemnitees”), from and against any and all claims, liabilities, losses, damages, fines, penalties and expenses (including reasonable fees and expenses of counsel) and taxes (other than those based upon, determined by or measured by the income of the Collateral Agent, the Custodial Agent and Securities Intermediary) (collectively, “Losses” and individually, a “Loss”) that may be imposed on, incurred by, or asserted against, the Indemnitees or any of them for following any instructions or other directions upon which either the Collateral Agent, the Custodial Agent or the Securities Intermediary is entitled to rely pursuant to the terms of this Agreement, provided that the Collateral Agent, the Custodial Agent or the Securities Intermediary has not acted with gross negligence or engaged in willful misconduct with respect to the specific Loss against which indemnification is sought; and

     (c) in addition to and not in limitation of paragraph (b) immediately above, indemnify and hold the Indemnitees and each of them harmless from and against any and all Losses that may be imposed on, incurred by or asserted against, the Indemnitees or any of them in connection with or arising out of the Collateral Agent’s, the Custodial Agent’s or the Securities Intermediary’s acceptance, administration or performance of its powers and duties under this Agreement, provided that the Collateral Agent, the Custodial Agent or the Securities Intermediary has not acted with gross negligence or engaged in willful misconduct with respect to the specific Loss against which indemnification is sought.

     Neither the Collateral Agent, the Custodial Agent or the Securities Intermediary shall have any liability whatsoever for the action or inaction of any Depository. The Securities

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Intermediary and the Pledge Collateral Agent may act through agents but shall not to be responsible for the negligence or misconduct of any such agents if the same was appointed with due care under this Agreement.

     The provisions of this Section and Section 11.7 shall survive the resignation or removal of the Collateral Agent, Custodial Agent or Securities Intermediary and the termination of this Agreement.

     SECTION 9.9 Failure to Act. In the event of any ambiguity in the provisions of this Agreement or any dispute between or conflicting claims by or among the parties hereto or any other Person with respect to any funds or property deposited hereunder, then at its sole option, each of the Collateral Agent, the Custodial Agent and the Securities Intermediary shall be entitled, after prompt notice to the Company and the Stock Purchase Contract Agent, to refuse to comply with any and all claims, demands or instructions with respect to such property or funds so long as such dispute or conflict shall continue, and the Collateral Agent, the Custodial Agent and the Securities Intermediary shall not be or become liable in any way to any of the parties hereto for its failure or refusal to comply with such conflicting claims, demands or instructions. The Collateral Agent, the Custodial Agent and the Securities Intermediary shall be entitled to refuse to act until either:

     (a) such conflicting or adverse claims or demands shall have been finally determined by a court of competent jurisdiction or settled by agreement between the conflicting parties as evidenced in a writing satisfactory to the Collateral Agent, the Custodial Agent or the Securities Intermediary; or

     (b) the Collateral Agent, the Custodial Agent or the Securities Intermediary shall have received security or an indemnity satisfactory to it sufficient to save it harmless from and against any and all loss, liability or reasonable out-of-pocket expense which it may incur by reason of its acting.

     Notwithstanding anything contained herein to the contrary, none of the Collateral Agent, the Custodial Agent or the Securities Intermediary shall be required to take any action that is contrary to law or to the terms of this Agreement, or which would in its opinion subject it or any of its officers, employees or directors to liability.

     SECTION 9.10 Resignation of Collateral Agent, Custodial Agent and Securities Intermediary. Subject to the appointment and acceptance of a successor Collateral Agent, Custodial Agent or Securities Intermediary as provided below:

     (i) the Collateral Agent, the Custodial Agent and the Securities Intermediary may resign at any time by giving notice thereof to the Company and the Stock Purchase Contract Agent as attorney-in-fact for the Holders of Common Equity Units;

     (ii) the Collateral Agent, the Custodial Agent and the Securities Intermediary may be removed at any time by the Company; and

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     (iii) if the Collateral Agent, the Custodial Agent or the Securities Intermediary fails to perform any of its material obligations hereunder in any material respect for a period of not less than 20 days after receiving written notice of such failure by the Stock Purchase Contract Agent, and such failure shall be continuing, the Collateral Agent, the Custodial Agent and the Securities Intermediary may be removed by the Stock Purchase Contract Agent, acting at the direction of the Holders of a majority in number of the Common Equity Units.

     The Stock Purchase Contract Agent shall promptly notify the Company of any removal of the Collateral Agent, the Custodial Agent or the Securities Intermediary pursuant to clause (iii) of this Section 9.10. Upon any such resignation or removal, the Company shall have the right to appoint a successor Collateral Agent, Custodial Agent or Securities Intermediary, as the case may be. If no successor Collateral Agent, Custodial Agent or Securities Intermediary shall have been so appointed and shall have accepted such appointment within 30 days after the retiring Collateral Agent’s, Custodial Agent’s or Securities Intermediary’s giving of notice of resignation or the Company’s or the Stock Purchase Contract Agent’s giving notice of such removal, then the retiring or removed Collateral Agent, Custodial Agent or Securities Intermediary may petition any court of competent jurisdiction, at the expense of the Company, for the appointment of a successor Collateral Agent, Custodial Agent or Securities Intermediary. The Collateral Agent, the Custodial Agent and the Securities Intermediary shall each be a bank, trust company or national banking association with a combined capital and surplus of at least $50,000,000. Upon the acceptance of any appointment as Collateral Agent, Custodial Agent or Securities Intermediary hereunder by a successor Collateral Agent, Custodial Agent or Securities Intermediary, as the case may be, such successor Collateral Agent, Custodial Agent or Securities Intermediary, as the case may be, shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Collateral Agent, Custodial Agent or Securities Intermediary, as the case may be, and the retiring Collateral Agent, Custodial Agent or Securities Intermediary, as the case may be, shall take all appropriate action, subject to payment of any amounts then due and payable to it hereunder, to transfer any money and property held by it hereunder (including the Collateral) to such successor. The retiring Collateral Agent, Custodial Agent or Securities Intermediary shall, upon such succession, be discharged from its duties and obligations as Collateral Agent, Custodial Agent or Securities Intermediary hereunder. After any retiring Collateral Agent’s, Custodial Agent’s or Securities Intermediary’s resignation hereunder as Collateral Agent, Custodial Agent or Securities Intermediary, the provisions of this Article IX shall continue in effect for its benefit in respect of any actions taken or omitted to be taken by it while it was acting as the Collateral Agent, Custodial Agent or Securities Intermediary. Any resignation or removal of the Collateral Agent, Custodial Agent or Securities Intermediary hereunder, at a time when such Person is acting as the Collateral Agent, Custodial Agent or Securities Intermediary, shall be deemed for all purposes of this Agreement as the simultaneous resignation or removal of the Collateral Agent, Securities Intermediary or Custodial Agent, as the case may be.

     SECTION 9.11 Right to Appoint Agent or Advisor. The Collateral Agent, Custodial Agent and Securities Intermediary each shall have the right to appoint agents or advisors in connection with any of their respective duties hereunder, and the Collateral Agent, Custodial Agent and Securities Intermediary shall not be liable for any action taken or omitted by, or in reliance upon the advice of, such agents or advisors selected in good faith. The appointment of

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agents pursuant to this Section 9.11 shall be subject to prior written consent of the Company, which consent shall not be unreasonably withheld.

     SECTION 9.12 Survival. The provisions of this Article IX shall survive termination of this Agreement and the resignation or removal of the Collateral Agent, the Custodial Agent or the Securities Intermediary.

     SECTION 9.13 Exculpation. Anything contained in this Agreement to the contrary notwithstanding, in no event shall the Collateral Agent, the Custodial Agent or the Securities Intermediary or their officers, directors, employees or agents be liable under this Agreement to any third party for indirect, special, punitive, or consequential loss or damage of any kind whatsoever, including, but not limited to, lost profits, whether or not the likelihood of such loss or damage was known to the Collateral Agent, the Custodial Agent or the Securities Intermediary, or any of them.

ARTICLE X
Amendment

     SECTION 10.1 Amendment Without Consent of Holders. Without the consent of any Holders, the Company, when duly authorized by a Board Resolution, the Collateral Agent, the Custodial Agent, the Securities Intermediary and the Stock Purchase Contract Agent, at any time and from time to time, may amend this Agreement, in form satisfactory to the Company, the Collateral Agent, the Custodial Agent, the Securities Intermediary and the Stock Purchase Contract Agent, to:

     (a) evidence the succession of another Person to the Company and the assumption by any such successor of the covenants of the Company;

     (b) evidence and provide for the acceptance of appointment hereunder by a successor Collateral Agent, Custodial Agent, Securities Intermediary or Stock Purchase Contract Agent;

     (c) add to the covenants of the Company for the benefit of the Holders, or surrender any right or power herein conferred upon the Company, provided that such covenants or such surrender do not adversely affect the validity, perfection or priority of the Pledge created hereunder;

     (d) cure any ambiguity (or formal defect) or correct or supplement any provisions herein which may be inconsistent with another such provisions herein, provided that such action shall not adversely affect the interests of the Holders in any material respect.; or

     (e) make any other provisions with respect to such matters or questions arising under this Agreement, provided that such action shall not adversely affect the interests of the Holders in any material respect.

Promptly following the entry into of any agreement supplemental hereto pursuant to this Section 10.1, the Company will give written notice to the Holders of such agreement, provided that failure to give such notice shall not impair the validity of such agreement.

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     SECTION 10.2 Amendment with Consent of Holders. With the consent of the Holders of not less than a majority in number of the Common Equity Units at the time Outstanding, including without limitation the consent of the Holders obtained in connection with a tender or an exchange offer, by Act of such Holders delivered to the Company, the Stock Purchase Contract Agent, the Custodial Agent, the Securities Intermediary and the Collateral Agent, the Company, when duly authorized by a Board Resolution, the Stock Purchase Contract Agent, the Collateral Agent, the Securities Intermediary and the Collateral Agent may amend this Agreement for the purpose of modifying in any manner the provisions of this Agreement or the rights of the Holders in respect of the Common Equity Units; provided, however, that no such supplemental agreement shall, without the consent of the Holders of each Outstanding Common Equity Unit affected thereby:

     (a) change the amount or type of Collateral underlying a Common Equity Unit (except for the rights of Holders of Normal Common Equity Units to substitute Treasury Securities for Pledged Debt Securities, or the rights of Holders of Stripped Common Equity Units to substitute Debt Securities for Pledged Treasury Securities), impair the right of the Holder of any Common Equity Unit to receive distributions on the underlying Collateral or otherwise adversely affect the Holder’s rights in or to such Collateral; or

     (b) otherwise effect any action that would require the consent of the Holder of each Outstanding Common Equity Unit affected thereby pursuant to the Stock Purchase Contract Agreement if such action were effected by a modification or amendment of the provisions of the Stock Purchase Contract Agreement; or

     (c) reduce the percentage of Common Equity Units the consent of whose Holders is required for the modification or amendment of the provisions of this Agreement;

provided that if any amendment or proposal referred to above would adversely affect only the Normal Common Equity Units or only the Stripped Common Equity Units, then only the affected class of Holders as of the record date for the Holders entitled to vote thereon will be entitled to vote on such amendment or proposal, and such amendment or proposal shall not be effective except with the consent of Holders of not less than a majority of such class; provided further that the unanimous consent of the Holders of each Outstanding Common Equity Unit of such class affected thereby shall be required to approve any amendment or proposal specified in clauses (a) through (c) above.

     It shall not be necessary for any Act of Holders under this Section to approve the particular form of any proposed amendment, but it shall be sufficient if such Act shall approve the substance thereof.

     SECTION 10.3 Execution of Amendments. In executing any amendment permitted by this Article, the Collateral Agent, the Custodial Agent, the Securities Intermediary and the Stock Purchase Contract Agent shall be entitled to receive and (subject to Section 7.1 of the Stock Purchase Contract Agreement with respect to the Stock Purchase Contract Agent) shall be fully authorized and protected in relying upon, an Opinion of Counsel and an Officers’ Certificate (as such terms are defined in the Stock Purchase Contract Agreement) stating that the execution of such amendment is authorized or permitted by this Agreement and that all conditions precedent,

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if any, to the execution and delivery of such amendment have been satisfied. The Collateral Agent, Custodial Agent, Securities Intermediary and Stock Purchase Contract Agent may, but shall not be obligated to, enter into any such amendment which affects their own respective rights, duties or immunities under this Agreement or otherwise.

     SECTION 10.4 Effect of Amendments. Upon the execution of any amendment under this Article, this Agreement shall be modified in accordance therewith, and such amendment shall form a part of this Agreement for all purposes; and every Holder of Certificates theretofore or thereafter authenticated, executed on behalf of the Holders and delivered under the Stock Purchase Contract Agreement shall be bound thereby.

     SECTION 10.5 Reference of Amendments. Certificates authenticated, executed on behalf of the Holders and delivered after the execution of any amendment pursuant to this Article X may, and shall if required by the Collateral Agent or the Stock Purchase Contract Agent, bear a notation as to any matter provided for in such amendment. If the Company shall so determine, new Certificates so modified as to conform, to any such amendment may be prepared and executed by the Company and authenticated, executed on behalf of the Holders and delivered by the Stock Purchase Contract Agent in accordance with the Stock Purchase Contract Agreement in exchange for Certificates representing Outstanding Common Equity Units.

ARTICLE XI
Miscellaneous

     SECTION 11.1 No Waiver. No failure on the part of the Company, the Collateral Agent, the Custodial Agent, the Securities Intermediary or any of their respective agents to exercise, and no course of dealing with respect to, and no delay in exercising, any right, power or remedy hereunder shall operate as a waiver thereof; nor shall any single or partial exercise by the Company, the Collateral Agent, the Custodial Agent, the Securities Intermediary or any of their respective agents of any right, power or remedy hereunder preclude any other or further exercise thereof or the exercise of any other right, power or remedy. The remedies herein are cumulative and are not exclusive of any remedies provided by law.

     SECTION 11.2 Governing Law; Submission to Jurisdiction. This agreement shall be governed by, and construed in accordance with, the laws of the State of New York. The Company, the Collateral Agent, the Custodial Agent, the Securities Intermediary and the Holders from time to time of the Common Equity Units, acting through the Stock Purchase Contract Agent as their attorney-in-fact, hereby submit to the nonexclusive jurisdiction of the United States District Court for the Southern District of New York and of any New York State court sitting in New York City for the purposes of all legal proceedings arising out of or relating to this Agreement or the transactions contemplated hereby. The Company, the Collateral Agent, the Custodial Agent, the Securities Intermediary and the Holders from time to time of the Common Equity Units, acting through the Stock Purchase Contract Agent as their attorney-in-fact, irrevocably waive, to the fullest extent permitted by applicable law, any objection that they may now or hereafter have to the laying of the venue of any such proceeding brought in such a court and any claim that any such proceeding brought in such a court has been brought in an inconvenient forum.

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     SECTION 11.3 Notices. All notices, requests, consents and other communications provided for herein (including, without limitation, any modifications of, or waivers or consents under, this Agreement) shall be given or made in writing (including, without limitation, by telecopy, with receipt confirmed) delivered to the intended recipient at the “Address For Notices” specified below its name on the signature pages hereof or, as to any party, at such other address as shall be designated by such party in a notice to the other parties. Except as otherwise provided in this Agreement, all such communications shall be deemed to have been duly given when transmitted by telecopy or personally delivered or, in the case of a mailed notice, upon receipt, in each case given or addressed as aforesaid.

     SECTION 11.4 Successors and Assigns. This Agreement shall be binding upon and inure to the benefit of the respective successors and assigns of the Company, the Collateral Agent, the Custodial Agent, the Securities Intermediary and the Stock Purchase Contract Agent, and the Holders from time to time of the Common Equity Units, by their acceptance of the same, shall be deemed to have agreed to be bound by the provisions hereof and to have ratified the agreements of, and the grant of the Pledge hereunder by, the Stock Purchase Contract Agent.

     SECTION 11.5 Counterparts. This Agreement may be executed in any number of counterparts, all of which taken together shall constitute one and the same instrument, and any of the parties hereto may execute this Agreement by signing any such counterpart.

     SECTION 11.6 Severability. If any provision hereof is invalid and unenforceable in any jurisdiction, then, to the fullest extent permitted by law, (i) the other provisions hereof shall remain in full force and effect in such jurisdiction and shall be liberally construed in order to carry out the intentions of the parties hereto as nearly as may be possible and (ii) the invalidity or unenforceability of any provision hereof in any jurisdiction shall not affect the validity or enforceability of such provision in any other jurisdiction.

     SECTION 11.7 Expenses, Etc. The Company agrees to reimburse the Collateral Agent, the Custodial Agent and the Securities Intermediary for:

     (a) all reasonable costs and expenses of the Collateral Agent, the Custodial Agent and the Securities Intermediary (including, without limitation, the reasonable fees and expenses of counsel to the Collateral Agent, the Custodial Agent and the Securities Intermediary), in connection with (i) the negotiation, preparation, execution and delivery or performance of this Agreement and (ii) any modification, supplement or waiver of any of the terms of this Agreement;

     (b) all reasonable costs and expenses of the Collateral Agent, the Custodial Agent and the Securities Intermediary (including, without limitation, reasonable fees and expenses of counsel) in connection with (i) any enforcement or proceedings resulting or incurred in connection with causing any Holder of Common Equity Units to satisfy its obligations under the Stock Purchase Contracts forming a part of the Common Equity Units and (ii) the enforcement of this Section 11.7;

     (c) all transfer, stamp, documentary or other similar taxes, assessments or charges levied by any governmental or revenue authority in respect of this Agreement or any other

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document referred to herein and all costs, expenses, taxes, assessments and other charges incurred in connection with any filing, registration, recording or perfection of any security interest contemplated hereby;

     (d) all reasonable fees and expenses of any agent or advisor appointed by the Collateral Agent and consented to by the Company under Section 9.11 of this Agreement; and

     (e) any other out-of-pocket costs and expenses reasonably incurred by the Collateral Agent, the Custodial Agent and the Securities Intermediary in connection with the performance of their duties and the exercise of their powers hereunder.

     SECTION 11.8 Security Interest Absolute. All rights of the Collateral Agent and security interests hereunder, and all obligations of the Holders from time to time hereunder, shall be absolute and unconditional irrespective of:

     (a) any lack of validity or enforceability of any provision of the Stock Purchase Contracts or the Common Equity Units or any other agreement or instrument relating thereto;

     (b) any change in the time, manner or place of payment of, or any other term of, or any increase in the amount of, all or any of the obligations of Holders of the Common Equity Units under the related Stock Purchase Contracts, or any other amendment or waiver of any term of, or any consent to any departure from any requirement of, the Stock Purchase Contract Agreement or any Stock Purchase Contract or any other agreement or instrument relating thereto; or

     (c) any other circumstance which might otherwise constitute a defense available to, or discharge of, a borrower, a guarantor or a pledgor.

     SECTION 11.9 Notice of Termination Event. Upon the occurrence of a Termination Event, the Company shall deliver written notice to the Stock Purchase Contract Agent, the Collateral Agent, the Custodial Agent and the Securities Intermediary. Upon the written request of the Collateral Agent or the Securities Intermediary, the Company shall inform such party whether or not a Termination Event has occurred.

     SECTION 11.10 Incorporation by Reference. In connection with its execution and performance hereunder the Stock Purchase Contract Agent is entitled to all rights, privileges, protections, immunities, benefits and indemnities provided to it under the Stock Purchase Contract Agreement.

     SECTION 11.11 Indemnification Security Agreement.

     (a) The Company, the Stock Purchase Contract Agent, the Collateral Agent and the Securities Intermediary agree, for so long as any Common Equity Units are pledged pursuant to the Indemnification Security Agreement (“Pledged Units”), and the Initial Holder, by its acceptance of such Common Equity Units, shall be deemed to have agreed, that notwithstanding anything to the contrary set forth herein:

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     (i) the Company shall promptly notify the Stock Purchase Contract Agent, the Collateral Agent and the Securities Intermediary of the number of Pledged Units that are Normal Common Equity Units and the number of Pledged Units that are Stripped Common Equity Units and of the release of any Pledged Units from the lien of the Indemnification Security Agreement;

     (ii) to the extent some but not all Common Equity Units are Pledged Units, the Securities Intermediary shall divide each Collateral Account into two subaccounts (the “Subaccounts“) (each of which shall be treated as a securities account within the meaning of Article 8 of the UCC) and shall allocate to each Subaccount the proportion of the Collateral in such Collateral Account that corresponds to the proportion of the Common Equity Units that are and are not Pledged Units (each Subaccount corresponding to the Pledged Units being referred to as a “Pledged Unit Subaccount”);

     (iii) following a Termination Event, the Collateral Agent shall transfer from the Pledged Unit Subaccounts or otherwise to the Securities Intermediary under the Indemnification Security Agreement for credit to the Indemnification Account as additional Collateral thereunder all payments of principal it receives, if any, in respect of the Pledged Debt Securities and the Pledged Treasury Securities forming a part of Pledged Units in accordance with the Indemnification Security Agreement;

     (iv) the Initial Holder, the Securities Intermediary and the Collateral Agent may enter into the Indemnification Security Agreement; the Securities Intermediary may, and the Security Intermediary agrees to, comply with entitlement orders of the Collateral Agent with respect to the Collateral properly delivered to it thereunder and credited or required to be credited to each Pledged Unit Subaccount without further consent by the Initial Holder referred to above; the Collateral Agent may comply with instructions given to it by the Company; and the Initial Holder and the Stock Purchase Contract Agent on behalf of the Initial Holder may perform the Initial Holder’s obligations under the Indemnification Security Agreement;

     (v) upon the creation pursuant to Section 5.2 of Stripped Common Equity Units that are Pledged Units, the Debt Securities released from the Pledged Unit Subaccounts shall be released from the lien of the Indemnification Security Agreement and shall be promptly Transferred to the Stock Purchase Contract Agent for distribution to the Initial Holder, free and clear of such lien;

     (vi) upon the recreation pursuant to Section 5.3 of Normal Common Equity Units that are Pledged Units, the Treasury Securities released from the Pledged Unit Subaccounts shall be released from the lien of the Indemnification Security Agreement and shall be promptly Transferred to the Stock Purchase Contract Agent for distribution to the Initial Holder, free and clear of such lien;

     (vii) upon the Early Settlement or Cash Merger Early Settlement of Common Equity Units that are Pledged Units, the Debt Securities or Treasury Securities released from the Pledged Unit Subaccount shall be released from the lien of the Indemnification Security Agreement and shall be promptly Transferred to the Stock Purchase Contract

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Agent for distribution to the Initial Holder, free and clear of such lien, except as set forth in the proviso to the penultimate sentence of Section 5.8; and

     (viii) the interest of the Initial Holder in the Collateral, including Pledged Unit Subaccounts, may be subject to the security interest and lien granted under the Indemnification Security Agreement and the secured party under the Indemnification Security Agreement may exercise its rights with respect to such interest in accordance with the Indemnification Security Agreement.

     (b) Notwithstanding anything to the contrary set forth herein or in the Indemnification Security Agreement, upon the release of any Common Equity Units from the pledge pursuant to the Indemnification Security Agreement, such Common Equity Units (including the Debt Securities or Treasury Securities forming part of such Common Equity Units) shall be free and clear of the lien of the Indemnification Security Agreement.

     SECTION 11.12 Facilitation of Exchanges and Substitutions. In order to facilitate the transfer, exchange or substitution hereunder of any Debt Securities, the Company shall provide the registrar for such Debt Securities a sufficient supply of securities for purposes of transfer, exchange and substitution and shall cause such registrar to coordinate and cooperate with the Collateral Agent and the Securities Intermediary to effect such transfer, exchange or substitution. The Securities Intermediary and the Collateral Agent, as such, shall have no responsibility for any delay by any registrar to provide securities to effect any such transfer, exchange or substitution.

     SECTION 11.13 USA Patriot Act. The parties hereto acknowledge that in accordance with Section 326 of the USA Patriot Act Deutsche Bank Trust Company Americas, like all financial institutions and in order to help fight the funding of terrorism and money laundering, is required to obtain, verify, and record information that identifies each person or legal entity that establishes a relationship or opens an account with Deutsche Bank Trust Company Americas. The parties to this Agreement agree that they will provide Deutsche Bank Trust Company Americas with such information as it may request in order for Deutsche Bank Trust Company Americas to satisfy the requirements of the USA Patriot Act.

     SECTION 11.14 Force Majeure. The Stock Purchase Contract Agent, the Collateral Agent, the Custodial Agent and the Securities Intermediary shall not be responsible or liable for any failure or delay in the performance of their obligations under this Agreement arising out of or caused, directly or indirectly, by circumstances beyond their reasonable control, including without limitation, acts of God, earthquakes, fires, floods, wars, civil or military disturbances, sabotage, epidemics, riots, interruptions, loss or malfunctions of utilities, computer (hardware or software) or communications service, accidents, labor disputes, acts of civil or military authority, governmental actions or inability to obtain labor, material, equipment or transportation.

     SECTION 11.15 Waiver of Trial by Jury. Each party hereto and the Holders hereby irrevocably waive, to the fullest extent permitted by applicable law, any and all right to trial by jury in any legal proceeding arising out of or relating to this Agreement or the transactions contemplated thereby.

39

     In Witness Whereof, the parties hereto have caused this Agreement to be duly executed as of the day and year first above written.

MetLife, Inc.
By:	/s/ Steven J. Goulart
	Name:	Steven J. Goulart
	Title:	Senior Vice President and Treasurer
Address for Notices: MetLife, Inc. 1095 Avenue of the Americas New York, NY 10036-6746 MetLife, Inc. Facsimile: 212-578-3070 Attention: Treasury   Deutsche Bank Trust Company Americas, as Stock Purchase Contract Agent and as attorney-in-fact of the Holders from time to time of the Common Equity Units
By:	/s/ Annie Jaghatspanyan
	Name:	Annie Jaghatspanyan
	Title:	Vice President
By:	/s/ Carol Ng
	Name:	Carol Ng
	Title:	Vice President
Address for Notices:   Deutsche Bank Trust Company Americas Trust and Securities Services 60 Wall Street, 27th Floor MS: NYC60-2710 New York, NY 10005 Facsimile: 732-578-4635 Attention: Corporates Team/MetLife, Inc.   Copy to:   Deutsche Bank Trust Company Americas Trust and Securities Services 100 Plaza One 6th Floor — MS JCY03-0699 Jersey City, New Jersey 07311-3901 Facsimile: 732-578-4635 Attention: Corporates Team/MetLife, Inc.

Pledge Agreement

Deutsche Bank Trust Company Americas, as Collateral Agent, Custodial Agent and Securities Intermediary
By:	/s/ Annie Jaghatspanyan
	Name:	Annie Jaghatspanyan
	Title:	Vice President
By:	/s/ Carol Ng
	Name:	Carol Ng
	Title:	Vice President
Address for Notices:   Deutsche Bank Trust Company Americas Trust and Securities Services 60 Wall Street, 27th Floor MS: NYC60-2710 New York, NY 10005 Facsimile: 732-578-4635 Attention: Corporates Team / MetLife, Inc.   copy to:   Deutsche Bank National Trust Company Trust & Securities Services 100 Plaza One 6th Floor — MS JCY03-0699 Jersey City, NJ 07311-3901 Fax: 732-578-4635 Attention: Corporates Team / MetLife, Inc.

2

EXHIBIT A

Instruction
from Stock Purchase Contract Agent
to Collateral Agent
(Creation of Stripped Common Equity Units)

[•]
Facsimile: [•]
Attention: [•]

Re: ____________Normal Common Equity Units of MetLife, Inc. (the “Company”)

     The securities accounts of Deutsche Bank Trust Company Americas, as Collateral Agent, maintained by the Securities Intermediary and designated “Deutsche Bank Trust Company Americas, as Collateral Agent of MetLife, Inc., as pledgee of Deutsche Bank Trust Company Americas, as the Stock Purchase Contract Agent on behalf of and as attorney-in-fact for the Holders, Series C” (the “Series C Collateral Account”), “Deutsche Bank Trust Company Americas, as Collateral Agent of MetLife, Inc., as pledgee of Deutsche Bank Trust Company Americas, as the Stock Purchase Contract Agent on behalf of and as attorney-in-fact for the Holders, Series D” (the “Series D Collateral Account”) and “Deutsche Bank Trust Company Americas, as Collateral Agent of MetLife, Inc., as pledgee of Deutsche Bank Trust Company Americas, as the Stock Purchase Contract Agent on behalf of and as attorney-in-fact for the Holders, Series E” (the “Series E Collateral Account”).

     Please refer to the Pledge Agreement, dated as of November 1, 2010 (the “Pledge Agreement”), among the Company, you, as Collateral Agent, as Securities Intermediary and as Custodial Agent and the undersigned, as Stock Purchase Contract Agent and as attorney-in-fact for the holders of Normal Common Equity Units from time to time. Capitalized terms used herein but not defined shall have the meaning set forth in the Pledge Agreement.

     We hereby notify you in accordance with Section 5.2 of the Pledge Agreement that:

     [Include only if Notice is Delivered Prior to the First Stock Purchase Date the holder of securities named below (the “Holder”) has elected to (i) substitute $ ___________ Value of Series C Treasury Securities or security entitlements with respect thereto in exchange for an equal Value of Pledged Series C Debt Securities relating to Normal Common Equity Units; (ii) substitute $ ___________ Value of Series D Treasury Securities or security entitlements with respect thereto in exchange for an equal Value of Pledged Series D Debt Securities relating to Normal Common Equity Units; and (iii) substitute $ ___________ Value of Series E Treasury Securities or security entitlements with respect thereto in exchange for an equal Value of Pledged Series E Debt Securities relating to Normal Common Equity Units and has delivered to the undersigned a notice stating that the Holder has Transferred such Treasury Securities or security entitlements with respect thereto to the Securities Intermediary, for credit to the Series C Collateral Account, Series D Collateral Account and/or Series E Collateral Account, as applicable.]

A-1

     [Include only if Notice is Delivered After the First Stock Purchase Date But Prior to the Second Stock Purchase Date [the holder of securities named below (the “Holder”)[the Holder] has elected to substitute (i) $ ___________ Value of Series D Treasury Securities or security entitlements with respect thereto in exchange for an equal Value of Pledged Series D Debt Securities relating to Normal Common Equity Units and (ii) $ ___________ Value of Series E Treasury Securities or security entitlements with respect thereto in exchange for an equal Value of Pledged Series E Debt Securities and has delivered to the undersigned a notice stating that the Holder has Transferred such Treasury Securities or security entitlements with respect thereto to the Securities Intermediary, for credit to the Series D Collateral Account and/or Series E Collateral Account, as applicable.]

     [the holder of securities named below (the “Holder”)][the Holder] has elected to substitute $ ___________ Value of Series E Treasury Securities or security entitlements with respect thereto in exchange for an equal Value of Pledged Series E Debt Securities relating to Normal Common Equity Units and has delivered to the undersigned a notice stating that the Holder has Transferred such Treasury Securities or security entitlements with respect thereto to the Securities Intermediary, for credit to the Series E Collateral Account.

     We hereby request that you instruct the Securities Intermediary:

     [Include only if Notice is Delivered Prior to the First Stock Purchase Date Upon confirmation that (i) such Series C Treasury Securities or security entitlements thereto have been credited to the Series C Collateral Account; (ii) such Series D Treasury Securities or security entitlements thereto have been credited to the Series D Collateral Account; and (iii) such Series E Treasury Securities or security entitlements thereto have been credited to the Series E Collateral Account to release to the undersigned, on behalf of the Holder for distribution to such Holder, an equal Value of Pledged Series C Debt Securities, Pledged Series D Debt Securities and/or Pledged Series E Debt Securities, as applicable, in accordance with Section 5.2 of the Pledge Agreement.]

     [Include only if Notice is Delivered After the First Stock Purchase Date But Prior to the Second Stock Purchase Date Upon confirmation that (i) such Series D Treasury Securities or security entitlements thereto have been credited to the Series D Collateral Account or (ii) such Series E Treasury Securities or security entitlements thereto have been credited to the Series E Collateral Account to release to the undersigned, on behalf of the Holder for distribution to such Holder, an equal Value of Pledged Series D Debt Securities and/or Pledged Series E Debt Securities, as applicable, in accordance with Section 5.2 of the Pledge Agreement.]

     [Include only if Notice is Delivered After the Second Stock Purchase Date Upon confirmation that such Series E Treasury Securities or security entitlements thereto have been credited to the Series E Collateral Account, to release to the undersigned, on behalf of the Holder for distribution to such Holder, an equal Value of Pledged Series E Debt Securities in accordance with Section 5.2 of the Pledge Agreement.]

A-2

Date:__________________
	Deutsche Bank Trust Company Americas, as Stock Purchase Contract Agent and as attorney-in-fact of the Holders from time to time of the Common Equity Units
	By:
		Name:
		Title:

A-3

     Please print name and address of Holder electing to substitute Treasury Securities or security entitlements with respect thereto for the Pledged Debt Securities:

Name	Social Security or other Taxpayer Identification Number, if any
Address

A-4

EXHIBIT B

Instruction
from Collateral Agent
to Securities Intermediary
(Creation of Stripped Common Equity Units)

Deutsche Bank Trust Company Americas
as Securities Intermediary
Facsimile: [•]
Attention: [•]

Re: ____________ Normal Common Equity Units of MetLife, Inc. (the “Company”)

     The securities accounts of Deutsche Bank Trust Company Americas, as Collateral Agent, maintained by the Securities Intermediary and designated “Deutsche Bank Trust Company Americas, as Collateral Agent of MetLife, Inc., as pledgee of Deutsche Bank Trust Company Americas, as the Stock Purchase Contract Agent on behalf of and as attorney-in-fact for the Holders, Series C” (the “Series C Collateral Account”), “Deutsche Bank Trust Company Americas, as Collateral Agent of MetLife, Inc., as pledgee of Deutsche Bank Trust Company Americas, as the Stock Purchase Contract Agent on behalf of and as attorney-in-fact for the Holders, Series D” (the “Series D Collateral Account”) and “Deutsche Bank Trust Company Americas, as Collateral Agent of MetLife, Inc., as pledgee of Deutsche Bank Trust Company Americas, as the Stock Purchase Contract Agent on behalf of and as attorney-in-fact for the Holders, Series E” (the “Series E Collateral Account”).

     Please refer to the Pledge Agreement, dated as of November 1, 2010 (the “Pledge Agreement”), among the Company, you, as Collateral Agent, as Securities Intermediary and as Custodial Agent and the undersigned, as Stock Purchase Contract Agent and as attorney-in-fact for the holders of Normal Common Equity Units from time to time. Capitalized terms used herein but not defined shall have the meaning set forth in the Pledge Agreement.

     [If Notice is Delivered Prior to the First Stock Purchase Date When you have confirmed that (i) $ ___________ Value of Series C Treasury Securities or security entitlements thereto has been credited to the Series C Collateral Account by or for the benefit of ___________, as Holder of Normal Common Equity Units (the “Holder”), (ii) $ ___________ Value of Series D Treasury Securities or security entitlements thereto has been credited to the Series D Collateral Account by or for the benefit of the Holder and (iii) $ ___________ Value of Series E Treasury Securities or security entitlements thereto has been credited to the Series E Collateral Account by or for the benefit of the Holder, you are hereby instructed to release from the Series C Collateral Account an equal Value of Pledged Series C Debt Securities or security entitlements with respect thereto, to release from the Series D Collateral Account an equal Value of Pledged Series D Debt Securities or security entitlements with respect thereto, and to release from the Series E Collateral Account an equal Value of Pledged Series E Debt Securities or security entitlements with respect thereto, relating to Normal Common Equity Units of the Holder by Transfer to the Stock Purchase Contract Agent on behalf of the Holder for distribution to such Holder in accordance with Section 5.2 of the Pledge Agreement.]

B-1

     [If Notice is Delivered After the First Stock Purchase Date but Prior to the Second Stock Purchase Date When you have confirmed that (i) $ ___________ Value of Series D Treasury Securities or security entitlements thereto has been credited to the Series D Collateral Account by or for the benefit of ___________, as Holder of Normal Common Equity Units (the “Holder”) and (ii) $ ___________ Value of Series E Treasury Securities or security entitlements thereto has been credited to the Series E Collateral Account by or for the benefit of the Holder, you are hereby instructed to release from the Series D Collateral Account an equal Value of Pledged Series D Debt Securities or security entitlements with respect thereto, and to release from the Series E Collateral Account an equal Value of Pledged Series E Debt Securities or security entitlements with respect thereto, relating to Normal Common Equity Units of the Holder by Transfer to the Stock Purchase Contract Agent on behalf of the Holder for distribution to such Holder in accordance with Section 5.2 of the Pledge Agreement.]

     [If Notice is Delivered After the Second Stock Purchase Date When you have confirmed that $ ___________ Value of Series E Treasury Securities or security entitlements thereto has been credited to the Series E Collateral Account by or for the benefit of ___________ , as Holder of Normal Common Equity Units (the “Holder”), you are hereby instructed to release to the undersigned, from the Series E Collateral Account an equal Value of Pledged Series E Debt Securities or security entitlements with respect thereto, relating to Normal Common Equity Units of the Holder by Transfer to the Stock Purchase Contract Agent on behalf of the Holder for distribution to such Holder in accordance with Section 5.2 of the Pledge Agreement.]

Dated: __________________
	Deutsche Bank Trust Company Americas, as Collateral Agent
	By:
		Name:
		Title:

B-2

     Please print name and address of Holder:

Name	Social Security or other Taxpayer Identification Number, if any
Address

B-3

EXHIBIT C

Instruction
from Stock Purchase Contract Agent
to Collateral Agent
(Recreation of Normal Common Equity Units)

Deutsche Bank Trust Company Americas,
as Securities Intermediary
Facsimile: [•]
Attention: [•]

Re: ____________ Normal Common Equity Units of MetLife, Inc. (the “Company”)

     The securities accounts of Deutsche Bank Trust Company Americas, as Collateral Agent, maintained by the Securities Intermediary and designated “Deutsche Bank Trust Company Americas, as Collateral Agent of MetLife, Inc., as pledgee of Deutsche Bank Trust Company Americas, as the Stock Purchase Contract Agent on behalf of and as attorney-in-fact for the Holders, Series C” (the “Series C Collateral Account”), “Deutsche Bank Trust Company Americas, as Collateral Agent of MetLife, Inc., as pledgee of Deutsche Bank Trust Company Americas, as the Stock Purchase Contract Agent on behalf of and as attorney-in-fact for the Holders, Series D” (the “Series D Collateral Account”) and “Deutsche Bank Trust Company Americas, as Collateral Agent of MetLife, Inc., as pledgee of Deutsche Bank Trust Company Americas, as the Stock Purchase Contract Agent on behalf of and as attorney-in-fact for the Holders, Series E” (the “Series E Collateral Account”).

     Please refer to the Pledge Agreement, dated as of November 1, 2010 (the “Pledge Agreement”), among the Company, you, as Collateral Agent, as Securities Intermediary and as Custodial Agent and the undersigned, as Stock Purchase Contract Agent and as attorney-in-fact for the holders of Normal Common Equity Units from time to time. Capitalized terms used herein but not defined shall have the meaning set forth in the Pledge Agreement.

     [If Notice is Delivered Prior to the First Stock Purchase Date We hereby notify you in accordance with Section 5.3 of the Pledge Agreement that the holder of securities named below (the “Holder”) has elected to substitute (i) $ _____________ Value of Series C Debt Securities or security entitlements with respect thereto in exchange for an equal Value of Pledged Series C Treasury Securities with respect to ______ Stripped Common Equity Units and has delivered to the undersigned a notice stating that the Holder has Transferred such Series C Debt Securities or security entitlements with respect thereto to the Securities Intermediary, for credit to the Series C Collateral Account, (ii) $ _____________ Value of Series D Debt Securities or security entitlements with respect thereto in exchange for an equal Value of Pledged Series D Treasury Securities with respect to ______ Stripped Common Equity Units and has delivered to the undersigned a notice stating that the Holder has Transferred such Series D Debt Securities or security entitlements with respect thereto to the Securities Intermediary, for credit to the Series D Collateral Account, and (iii) $ _____________ Value of Series E Debt Securities or security entitlements with respect thereto in exchange for an equal Value of Pledged Series E Treasury

C-1

Securities with respect to ______ Stripped Common Equity Units and has delivered to the undersigned a notice stating that the Holder has Transferred such Series E Debt Securities or security entitlements with respect thereto to the Securities Intermediary, for credit to the Series E Collateral Account.]

     [If Notice is Delivered After the First Stock Purchase Date but Prior to the Second Stock Purchase Date We hereby notify you in accordance with Section 5.3 of the Pledge Agreement that the holder of securities named below (the “Holder”) has elected to substitute (i) $ _____________ Value of Series D Debt Securities or security entitlements with respect thereto in exchange for an equal Value of Pledged Series D Treasury Securities with respect to______ Stripped Common Equity Units and has delivered to the undersigned a notice stating that the Holder has Transferred such Series D Debt Securities or security entitlements with respect thereto to the Securities Intermediary, for credit to the Series D Collateral Account and (ii) $ _____________ Value of Series E Debt Securities or security entitlements with respect thereto in exchange for an equal Value of Series E Treasury Securities with respect to ______ Stripped Common Equity Units and has delivered to the undersigned a notice stating that the Holder has Transferred such Series E Debt Securities, Pledged Series E Treasury Securities or security entitlements with respect thereto to the Securities Intermediary, for credit to the Series E Collateral Account.]

     [If Notice is Delivered After the Second Stock Purchase Date We hereby notify you in accordance with Section 5.3 of the Pledge Agreement that the holder of securities named below (the “Holder”) has elected to substitute (i) $ _____________ Value of Series E Debt Securities or security entitlements with respect thereto in exchange for an equal Value of Pledged Series E Treasury Securities with respect to______ Stripped Common Equity Units and has delivered to the undersigned a notice stating that the Holder has Transferred such Series E Debt Securities or security entitlements with respect thereto to the Securities Intermediary, for credit to the Series E Collateral Account.]

     We hereby request that you instruct the Securities Intermediary, upon confirmation that such Debt Securities or security entitlements with respect thereto have been credited to the applicable Collateral Account, to release to the undersigned, on behalf of such Holder for distribution to such Holder, an equal Value of Series C Treasury Securities, an equal Value of Series D Treasury Securities and an equal Value of Series E Treasury Securities in accordance with Section 5.3 of the Pledge Agreement.

Dated: __________________
	Deutsche Bank Trust Company Americas, as Stock Purchase Contract Agent
	By:
		Name:
		Title:

C-2

     Please print name and address of Holder electing to substitute Debt Securities or security entitlements with respect thereto for Pledged Treasury Securities:

Name	Social Security or other Taxpayer Identification Number, if any
Address

C-3

EXHIBIT D

Instruction
from Collateral Agent
to Securities Intermediary
(Recreation of Normal Common Equity Units)

Deutsche Bank Trust Company Americas,
as Securities Intermediary
Facsimile: [•]
Attention: [•]

Re: ____________ Normal Common Equity Units of MetLife, Inc. (the “Company”)

     The securities accounts of Deutsche Bank Trust Company Americas, as Collateral Agent, maintained by the Securities Intermediary and designated “Deutsche Bank Trust Company Americas, as Collateral Agent of MetLife, Inc., as pledgee of Deutsche Bank Trust Company Americas, as the Stock Purchase Contract Agent on behalf of and as attorney-in-fact for the Holders, Series C” (the “Series C Collateral Account”), “Deutsche Bank Trust Company Americas, as Collateral Agent of MetLife, Inc., as pledgee of Deutsche Bank Trust Company Americas, as the Stock Purchase Contract Agent on behalf of and as attorney-in-fact for the Holders, Series D” (the “Series D Collateral Account”) and “Deutsche Bank Trust Company Americas, as Collateral Agent of MetLife, Inc., as pledgee of Deutsche Bank Trust Company Americas, as the Stock Purchase Contract Agent on behalf of and as attorney-in-fact for the Holders, Series E” (the “Series E Collateral Account”).

     Please refer to the Pledge Agreement, dated as of November 1, 2010 (the “Pledge Agreement”), among the Company, you, as Collateral Agent, as Securities Intermediary and as Custodial Agent and the undersigned, as Stock Purchase Contract Agent and as attorney-in-fact for the holders of Normal Common Equity Units from time to time. Capitalized terms used herein but not defined shall have the meaning set forth in the Pledge Agreement.

     [If Notice is Delivered Prior to the First Stock Purchase Date When you have confirmed that (i) $__________ Value of Series C Debt Securities or security entitlements with respect thereto has been credited to the Series C Collateral Account by or for the benefit of _____________, as Holder of Stripped Common Equity Units (the “Holder”), (ii) $__________ Value of Series D Debt Securities or security entitlements with respect thereto has been credited to the Series D Collateral Account by or for the benefit of Holder and (iii) $__________ Value of Series E Debt Securities or security entitlements with respect thereto has been credited to the Series E Collateral Account by or for the benefit of Holder, you are hereby instructed to release from the Series C Collateral Account, the Series D Collateral Account and the Series E Collateral Account an equal Value of Series C Treasury Securities, Series D Treasury Securities, Series E Treasury Securities or security entitlements with respect thereto relating to Stripped Common Equity Units of the Holder by Transfer to the Stock Purchase Contract Agent on behalf of such Holder for distribution to such Holder in accordance with Section 5.3 of the Pledge Agreement.]

D-1

     [If Notice is Delivered After the First Stock Purchase Date but Prior to the Second Stock Purchase Date When you have confirmed that (i) $__________ Value of Series D Debt Securities or security entitlements with respect thereto has been credited to the Series D Collateral Account by or for the benefit of _____________, as Holder of Stripped Common Equity Units (the “Holder”) and (ii) $__________ Value of Series E Debt Securities or security entitlements with respect thereto has been credited to the Series E Collateral Account by or for the benefit of Holder, you are hereby instructed to release from the Series D Collateral Account and the Series E Collateral Account an equal Value of Series D Treasury Securities, Series E Treasury Securities or security entitlements with respect thereto relating to Stripped Common Equity Units of the Holder by Transfer to the Stock Purchase Contract Agent on behalf of such Holder for distribution to such Holder in accordance with Section 5.3 of the Pledge Agreement.]

     [If Notice is Delivered After the Second Stock Purchase Date When you have confirmed that $__________ Value of Series E Debt Securities or security entitlements with respect thereto has been credited to the Series E Collateral Account by or for the benefit of _____________, as Holder of Stripped Common Equity Units (the “Holder”), you are hereby instructed to release from the Series E Collateral Account an equal Value of Series E Treasury Securities or security entitlements with respect thereto relating to Stripped Common Equity Units of the Holder by Transfer to the Stock Purchase Contract Agent on behalf of such Holder for distribution to such Holder in accordance with Section 5.3 of the Pledge Agreement.]

Dated:
	Deutsche Bank Trust Company Americas, as Collateral Agent By:
	By:
		Name:
		Title:

D-2

     Please print name and address of Holder:

Name	Social Security or other Taxpayer Identification Number, if any
Address

D-3

EXHIBIT E

Notice of Cash Settlement from Collateral
Agent to Stock Purchase Contract Agent
(Cash Settlement Amounts)

Deutsche Bank Trust Company Americas,
as Stock Purchase Contract Agent
Facsimile: [•]
Attention: [•]

Re: _________ Normal Common Equity Units of MetLife, Inc. (the “Company”)

     ____________ Stripped Common Equity Units of the Company

     Please refer to the Pledge Agreement, dated as of November 1, 2010 (the “Pledge Agreement”), among the Company, you, as Collateral Agent, as Securities Intermediary and as Custodial Agent and the undersigned, as Stock Purchase Contract Agent and as attorney-in-fact for the holders of Normal Common Equity Units from time to time. Capitalized terms used herein but not defined shall have the meaning set forth in the Pledge Agreement.

     In accordance with Section 5.6(b)(i) of the Pledge Agreement, we hereby notify you that as of 5:00 p.m. (New York City time) on the tenth (10th) Business Day immediately preceding [__] (the “[First] [Second] [Third] Stock Purchase Date”), we have received (i) $___________ in immediately available funds paid with respect to the Cash Settlement of ___________ Normal Common Equity Units, and (ii) based on the funds received set forth in clause (i) above, an aggregate principal amount of $___________ of Pledged [Series C][Series D] [Series E] Debt Securities are to be tendered for purchase in the Remarketing.

Dated:
	Deutsche Bank Trust Company Americas, as Collateral Agent
	By:
		Name:
		Title:

E-1

EXHIBIT F

Instruction to Custodial Agent Regarding
Remarketing

Deutsche Bank Trust Company Americas
The Custodial Agent
Facsimile: [•]
Attention: [•]

Re: Debt Securities of MetLife, Inc.

     The undersigned hereby notifies you in accordance with Section 5.9(c) of the Pledge Agreement, dated as of November 1, 2010 (the “Pledge Agreement”), among MetLife, Inc. (the “Company”), you, as Collateral Agent, Custodial Agent and Securities Intermediary and Deutsche Bank Trust Company Americas, as the Stock Purchase Contract Agent and as attorney-in-fact for the holders of Normal Common Equity Units from time to time, that the undersigned elects to have $__________ aggregate principal amount of Separate [Series C] [Series D] [Series E] Debt Securities held by the undersigned which are being delivered to you herewith remarketed by the Remarketing Agent in the remarketing to occur prior to the next Stock Purchase Date pursuant to Section 5.9(c) of the Pledge Agreement. The undersigned will, upon request of the Remarketing Agent, execute and deliver any additional documents deemed by the Remarketing Agent or by the Company to be necessary or desirable to complete the sale, assignment and transfer of the Separate [Series C] [Series D] [Series E] Debt Securities tendered hereby. Capitalized terms used herein but not defined shall have the meaning set forth in the Pledge Agreement.

     The undersigned hereby instructs you, upon receipt of the Proceeds of such remarketing from the Remarketing Agent, to deliver such Proceeds to the undersigned in accordance with the instructions indicated herein under “A. Payment Instructions.” The undersigned hereby instructs you, in the event of a Failed Remarketing, upon receipt of the Separate [Series C] [Series D] [Series E] Debt Securities tendered herewith from the Remarketing Agent, to deliver such Separate [Series C] [Series D] Debt Securities to the person(s) and the address(es) indicated herein under “B. Delivery Instructions.”

     With this notice, the undersigned hereby (i) represents and warrants that the undersigned has full power and authority to tender, sell, assign and transfer the Separate [Series C] [Series D] [Series E] Debt Securities tendered hereby and that the undersigned is the record owner of any [Series C] [Series D] [Series E] Debt Securities tendered herewith in physical form or a participant in The Depository Trust Company (“DTC”) and the beneficial owner of any [Series C] [Series D] [Series E] Debt Securities tendered herewith by book-entry transfer to your account at DTC, (ii) agrees to be bound by the terms and conditions of Section 5.9(c) of the Pledge Agreement and (iii) acknowledges and agrees that after 5:00 p.m. (New York City time) on the twenty fifth (25th) Business Day immediately preceding the Applicable Stock Purchase Date, such election shall become an irrevocable election to have such Separate [Series C] [Series D] [Series E] Debt Securities remarketed in the Remarketing. In the case of a Failed

F-1

Remarketing, such Separate [Series C] [Series D] [Series E] Debt Securities shall be returned to the undersigned.

Dated:	By:
		Name:
		Title:
		Signature Guarantee:

Name	Social Security or other Taxpayer Identification Number, if any
Address

F-2

A. Payment Instructions

Proceeds of the remarketing should be paid by check in the name of the person(s) set forth below and mailed to the address set forth below.

Name (s)

(Please Print)
Address

(Please Print)

(Zip Code)

(Taxpayer Identification or Social Security Number)

B. Delivery Instructions

In the event of a Failed Remarketing, [Series C] [Series D] [Series E] Debt Securities that are in physical form should be delivered to the person(s) set forth below and mailed to the address set forth below.

Name (s)

(Please Print)
Address

(Please Print)

(Zip Code)

(Tax Identification or Social Security Number)

In the event of a Failed Remarketing, [Series C] [Series D] [Series E] Debt Securities that are in book-entry form should be credited to the account at The Depository Trust Company set forth below.

                                                            
DTC Account Number

Name of Account Party:                                                             

F-3

EXHIBIT G

Instruction to Custodial Agent Regarding
Withdrawal from Remarketing

Deutsche Bank Trust Company Americas
The Custodial Agent
Facsimile: [•]
Attention: [•]

Re:   Debt Securities of MetLife, Inc.

     The undersigned hereby notifies you in accordance with Section 5.9(c) of the Pledge Agreement, dated as of November 1, 2010 (the “Pledge Agreement”), among MetLife, Inc. and you, as Collateral Agent, Custodial Agent and Securities Intermediary, and Deutsche Bank Trust Company Americas, as Stock Purchase Contract Agent and as attorney-in-fact for the holders of Normal Common Equity Units from time to time, that the undersigned elects to withdraw the $__________ aggregate principal amount of Separate [Series C] [Series D] [Series E] Debt Securities delivered to the Custodial Agent on _________ 201_ for remarketing pursuant to Section 5.9(c) of the Pledge Agreement. The undersigned hereby instructs you to return such [Series C] [Series D] [Series E] Debt Securities to the undersigned in accordance with the undersigned’s instructions. With this notice, the Undersigned hereby agrees to be bound by the terms and conditions of Section 5.9(c) of the Pledge Agreement. Capitalized terms used herein but not defined shall have the meaning set forth in the Pledge Agreement.

Dated:	By:
		Name:
		Title:

	Signature Guarantee:
Name	Social Security or other Taxpayer Identification Number, if any
Address

G-1

SCHEDULE I

Contact Persons for Confirmation

Name	Phone Number
Don Anderson	(973) 355-4783 (Office); (973) 886-4040 (Cell)
Morita Fullwood	(212) 578-8851

SI-1

EX-4.5

Exhibit 4.5

Execution Version

Twentieth Supplemental Indenture

between

MetLife, Inc.
as Issuer

and

The Bank of New York Mellon Trust Company, N.A.,
as Trustee

Dated as of November 1, 2010

Table of Contents

	Page
ARTICLE I Definitions and Other Provisions of General Application		1
SECTION 1.1 Definitions		1
SECTION 1.2 Scope and Conflicts with Base Indenture		7
ARTICLE II General Terms and Conditions of the Series Notes		8
SECTION 2.1 Designation and Principal Amount		8
SECTION 2.2 Maturity		8
SECTION 2.3 Form and Payment		8
SECTION 2.4 Global Notes		8
SECTION 2.5 Appointment of Successor Depositary		10
SECTION 2.6 Definitive Certificates		10
SECTION 2.7 Private Placement Legend		11
SECTION 2.8 Interest		12
SECTION 2.9 Redemption		12
SECTION 2.10 Bifurcation of Notes into Two Tranches Prior to Remarketing		13
SECTION 2.11 CUSIP Numbers		15
SECTION 2.12 Security Registrar and Paying Agent		15
SECTION 2.13 Ranking		15
SECTION 2.14 Form of Notes		15
ARTICLE III Remarketing		15
SECTION 3.1 Obligation to Conduct Remarketing and Related Requirements		15
SECTION 3.2 Reset of Component Note Interest Rates in Connection with Successful Remarketing		17
SECTION 3.3 Remarketing Procedures		19
ARTICLE IV Put Right of Holders		20
SECTION 4.1 Put Right upon a Final Failed Remarketing		20
SECTION 4.2 Exercise of Put Right		21
SECTION 4.3 Pledge Agreement and Indemnification Security Agreement		21
ARTICLE V Events of Default, Waiver and Notice		21
SECTION 5.1 Events of Default		21
ARTICLE VI Miscellaneous Provisions		23
SECTION 6.1 Effectiveness		23
SECTION 6.2 Further Assurances		23
SECTION 6.3 Ratification of Base Indenture		23
SECTION 6.4 Governing Law		23
SECTION 6.5 Counterparts		23
EXHIBIT A Form of Notes		A-1

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     Twentieth Supplemental Indenture, dated as of November 1, 2010 (this “Supplemental Indenture”), between MetLife, Inc., a Delaware corporation (the “Company,” which term includes any successor to MetLife, Inc. under the Indenture defined below), and The Bank of New York Mellon Trust Company, N.A., as trustee (the “Trustee”), supplementing the Indenture, dated as of November 9, 2001 (the “Base Indenture” and, together with this Supplemental Indenture, the “Indenture”), between the Company and The Bank of New York Mellon Trust Company, N.A. (as successor in interest to J.P. Morgan Trust Company, National Association (as successor to Bank One Trust Company, N.A.)), as trustee.

Recitals

     Whereas, the Company executed the Base Indenture and delivered the same to the Trustee to provide for the future issuance of the Company’s unsecured senior debentures, notes or other evidence of indebtedness (the “Securities”) to be issued from time to time in one or more series as may be determined by the Company under the Base Indenture;

     Whereas, pursuant to the terms of the Indenture and this Supplemental Indenture, the Company desires to provide for the establishment of a new series of its Securities (hereafter defined as the Notes), with the form and substance of such Notes, and the terms, provisions and conditions thereof, to be set forth herein as provided in the Indenture;

     Whereas, the Company has requested that the Trustee execute and deliver this Supplemental Indenture; and

     Whereas, all requirements necessary to make this Supplemental Indenture a valid instrument in accordance with its terms, and to make the Notes, when executed by the Company and authenticated and delivered by the Trustee, the valid obligations of the Company, have been done and performed, and the execution and delivery of this Supplemental Indenture have been duly authorized in all respects.

     Now, Therefore, in consideration of the purchase and acceptance of the Notes by the holders thereof, and for the purpose of setting forth, as provided in the Indenture, the form and substance of the Notes, and the terms, provisions and conditions thereof, the Company covenants and agrees with the Trustee as follows:

ARTICLE I
Definitions and Other Provisions of General Application

     SECTION 1.1 Definitions. Unless the context otherwise requires or unless otherwise set forth herein:

     (a) a term not defined herein that is defined in the Base Indenture has the same meaning when used in this Supplemental Indenture;

     (b) the definition of any term in this Supplemental Indenture that is also defined in the Base Indenture, shall, for purposes of the Notes, supersede the definition of such term in the Base Indenture;

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     (c) the terms defined in this Article I have the meanings assigned to them in this Article I and include the plural as well as the singular, and nouns and pronouns of the masculine gender include the feminine and neuter genders;

     (d) all accounting terms not otherwise defined herein have the meanings assigned to them in accordance with generally accepted accounting principles in the United States as in effect at the time the relevant calculation is to be made;

     (e) all references to an Article, Section or other subdivision or Exhibit refer to an Article, Section or other subdivision of, or Exhibit to, this Supplemental Indenture;

     (f) references to dollars (including references to “$”) shall be deemed to refer to U.S. dollars;

     (g) headings are for convenience of reference only and do not affect interpretation;

     (h) the term “or” shall not be exclusive;

     (i) the words “herein,” “hereof” and “hereunder,” and other words of similar import, refer to this Supplemental Indenture as a whole and not to any particular Article, Section, Exhibit or other subdivision of this Supplemental Indenture; and

     (j) for purposes of the Notes and this Supplemental Indenture, but not any other Securities or any other indenture supplemental to the Base Indenture, the following terms have the meanings given to them in this Section 1.1(j):

     “Actual Stock Purchase Date” means (i) the Initial Stock Purchase Date, if the first (1st) Remarketing is Successful; (ii) the First Delayed Stock Purchase Date, if the first (1st) Remarketing is not Successful and the second (2nd) Remarketing is Successful; or (iii) the Second Delayed Stock Purchase Date if neither the first (1st) Remarketing nor the second (2nd) Remarketing is Successful.

     “Applicable Stock Purchase Date” means (i) with respect to the first (1st) Remarketing, the Initial Stock Purchase Date; (ii) with respect to a second (2nd) Remarketing, the First Delayed Stock Purchase Date; and (iii) with respect to a third (3rd) Remarketing, the Second Delayed Stock Purchase Date.

     “Beneficial Owner” means, with respect to a Book-Entry Interest, a Person who is the beneficial owner of such Book-Entry Interest as reflected on the books of the Depositary or on the books of a Person maintaining an account with such Depositary (directly as a participant in the Depositary or as an indirect participant, in each case in accordance with the rules of such Depositary).

     “Bifurcation” has the meaning set forth in Section 2.10(a).

     “Bifurcation Date” means the Interest Payment Date on or immediately before the Initial Stock Purchase Date.

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     “Book-Entry Interest” means a beneficial interest in a Global Certificate, registered in the name of a Depositary or a nominee thereof, ownership and transfers of which shall be maintained and made through book entries by such Depositary as described in Section 2.4.

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

     “Cash Settlement” has the meaning set forth in the Stock Purchase Contract Agreement.

     “Certificate” means a certificate, executed by the Company and authenticated by the Trustee or Authenticating Agent in accordance with the Indenture, evidencing part or all of the Notes or the Component Notes.

     The phrase “close of business” means 5:00 p.m., New York City time.

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

     “Component Note” means a First Tranche Note or a Second Tranche Note, as applicable. For purposes of the Indenture, (i) a Component Note will be deemed to form part of a Common Equity Unit if such Component Note forms part of a Note that forms part of such Common Equity Unit; and (ii) a Component Note will be deemed not to form part of a Common Equity Unit if such Component Note does not form part of a Note that forms part of any Common Equity Unit.

     “Component Note Interest Rate” means (i) with respect to the First Tranche Notes, the First Tranche Note Interest Rate; and (ii) with respect to the Second Tranche Notes, the Second Tranche Note Interest Rate.

     “Custodial Agent” has the meaning set forth in the Pledge Agreement.

     “Event of Default” has the meaning set forth in Section 5.1.

     “Excess Proceeds Remarketing Amount” means, with respect to each Note being remarketed in a Remarketing, an amount equal to the excess, if any, of (i) the gross proceeds of such Remarketing attributable to such Note over (ii) the sum of (A) the Remarketing Fee attributable to such Note and (B) the Par Proceeds Remarketing Amount attributable to such Note.

     “Failed Remarketing” means a Remarketing that is not Successful.

     “Final Failed Remarketing” means the occurrence of a Remarketing whose Applicable Stock Purchase Date is the Second Delayed Stock Purchase Date, which Remarketing is a Failed Remarketing.

     “First Delayed Stock Purchase Date” means the date that is three (3) calendar months after the Initial Stock Purchase Date.

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     “First Remarketing Settlement Date Period” means the period that begins on, and includes, the fifth (5th) Business Day immediately preceding the Initial Stock Purchase Date and ends on, and includes, the Initial Stock Purchase Date.

     “First Tranche Note” means a Note of the Company that shall be issued pursuant to the Base Indenture as provided in Section 2.10 and shall have such other terms set forth in Section 2.10, the designation of which Note shall be the phrase “Series C Senior Component Debentures, Tranche 1, due 2018”.

     “First Tranche Note Interest Rate” means, as of any time, the rate at which interest accrues, in accordance with the Indenture, on the First Tranche Notes, which rate shall initially be the stated annual interest rate on the Notes.

     “Global Certificate” means a Certificate that evidences part or all of the Notes and is registered in the name of a Depositary or a nominee thereof.

     “Indemnification Security Agreement” means the Indemnification Collateral Account Security and Control Agreement, dated as of November 1, 2010, by and among the Company, ALICO Holdings LLC, Deutsche Bank Trust Company Americas, in its capacity as Securities Intermediary thereunder, Deutsche Bank Trust Company Americas, in its capacity as Pledge Collateral Agent thereunder, for certain limited purposes, Deutsche Bank Trust Company Americas, in its capacity as Stock Purchase Contract Agent under the Pledge Agreement, and, for certain limited purposes, American International Group, Inc.

     “Initial Note Interest Rate” means a rate per annum equal to 1.564%.

     “Initial Stock Purchase Date” means the Initial Scheduled First Stock Purchase Date (as defined in the Stock Purchase Contract Agreement).

     “Interest Make-Whole” means, with respect to Component Notes to be offered for resale in a Remarketing, an amount equal to the unpaid interest on such Component Notes that will have accrued to, but not including, the Applicable Stock Purchase Date of such Remarketing; provided, however, that if the Remarketing Settlement Date of such Remarketing is after the close of business on a record date for the payment of interest on such Component Notes and on or before the next succeeding interest payment date for such Component Notes, then the Interest Make-Whole of such Component Notes shall be an amount equal to zero (0).

     “Interest Payment Date” has the meaning set forth in Section 2.8(a).

     “Normal Common Equity Unit” has the meaning set forth in the Stock Purchase Contract Agreement.

     “Note Interest Rate” means, as of any time, the rate at which interest accrues, in accordance with Section 2.8, on the Notes.

     “Note Redemption Price” means, with respect to each Component Note to be redeemed on a Redemption Date, the sum of (1) the greater of (A) the principal amount of such Component Note; and (B) the present value, as of such Redemption Date, of all remaining scheduled

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principal and interest payments on such Component Note from, but excluding, such Redemption Date through, and including, the Stated Maturity date of the principal of such Component Note (not including any portion of such payments of interest that have accrued, or for which the Regular Record Date has occurred, as of such Redemption Date), such present value to be calculated using discounting, on a semi-annual basis assuming a 360-day year consisting of twelve 30-day months, at a discount rate equal to the lesser of (i) the Treasury Rate plus fifty (50) basis points and (ii) fifteen percent (15%); and (2) (without duplication) unpaid interest that has accrued on such Component Note to, but excluding, such Redemption Date; provided, however, that if such Redemption Date is after the Regular Record Date for a payment of interest on such Component Note and on or before the next Interest Payment Date of such Component Note, then (x) pursuant to the third sentence of Section 2.9, such payment of interest shall, notwithstanding such redemption, be made, on such Interest Payment Date, to the Holder of such Component Note as of the close of business on such Regular Record Date; (y) for avoidance of doubt, such present value in clause (1)(B) above shall be calculated excluding such payment of interest; and (z) clause (2) above will be deemed to be equal to zero (0). Notwithstanding anything in the Indenture to the contrary, the present value to be calculated pursuant to clause (1)(B) above shall be calculated assuming that the Component Note Interest Rate of such tranche of Component Notes in effect at the open of business on the applicable Redemption Date will not thereafter be changed. The Note Redemption Price shall be calculated by the Company.

     “Notes” has the meaning set forth in Section 2.1.

     The phrase “open of business” means 9:00 a.m., New York City time.

     “Par Proceeds Remarketing Amount” means, in connection with a Remarketing, an amount, for each Note being remarketed in such Remarketing, equal to 100% of the aggregate principal amount of such Note.

     “Pledge Agreement” means the Pledge Agreement, dated as of November 1, 2010, among the Company, Deutsche Bank Trust Company Americas, as Collateral Agent, Custodial Agent and Securities Intermediary (each as defined in the Stock Purchase Contract Agreement), and Deutsche Bank Trust Company Americas, as Stock Purchase Contract Agent and attorney-in-fact for the holders of the Stock Purchase Contracts, as amended or supplemented from time to time.

     “Pledged Common Equity Units” means Common Equity Units that are pledged under the Indemnification Security Agreement to secure the obligations set forth in the Indemnification Security Agreement.

     “Private Placement Legend” has the meaning set forth in Section 2.7.

     “Purchase Price” has the meaning set forth in the Stock Purchase Contract Agreement.

     “Put Consideration” has the meaning set forth in Section 4.1.

     “Put Right” has the meaning set forth in Section 4.1.

     “Redemption Date” has the meaning set forth in Section 2.9.

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     “Redemption Trigger Date” means the following date, as applicable: (i) in the event there shall have occurred a Remarketing that is Successful, the second (2nd) anniversary of the Applicable Stock Purchase Date of such Remarketing; or (ii) in the event there shall have occurred a Final Failed Remarketing, the Second Delayed Stock Purchase Date.

     “Regular Record Date” has the meaning set forth in Section 2.8.

     “Remarketing” means a remarketing of the Component Notes pursuant to Article III and the related Remarketing Agreement.

     “Remarketing Agent” means, as to a Remarketing and related Remarketing Agreement, the remarketing agent and any successor or replacement remarketing agent for such Remarketing, as appointed by the Company pursuant to Section 3.1(c).

     “Remarketing Agreement” means, with respect to a Remarketing, the remarketing agreement entered into among the Company, the Stock Purchase Contract Agent and the Remarketing Agent pursuant to Section 3.1(c) with respect to such Remarketing.

     “Remarketing Fee” means, as to the Remarketing Agent and a Remarketing, the fee of the Remarketing Agent for such Remarketing, as provided for in the related Remarketing Agreement.

     “Remarketing Settlement Date” means, for any Remarketing, the date on which, in accordance herewith, the purchase and sale of the Component Notes that are subject to such Remarketing close and delivery of such Component Notes is made against payment therefor; provided, however, that the First Tranche Notes cannot have a Remarketing Settlement Date that is different from the Remarketing Settlement Date of the Second Tranche Notes.

     “Reset Cap” means a rate per annum equal to the sum of (1) the prevailing market yield per annum, as determined by the Remarketing Agent, of the benchmark U.S. Treasury Security having a remaining maturity that most closely corresponds to the remaining maturity of the applicable tranche of Component Notes; and (2) 750 basis points.

     “Reset Rate” has the meaning set forth in Section 3.2(a).

     “Second Delayed Stock Purchase Date” means the date that is three (3) calendar months after the First Delayed Stock Purchase Date.

     “Second Remarketing Settlement Date Period” means the period that begins on, and includes, the fifth (5th) Business Day immediately preceding the First Delayed Stock Purchase Date and ends on, and includes, the First Delayed Stock Purchase Date.

     “Second Tranche Note” means a Note of the Company that shall be issued pursuant to the Base Indenture as provided in Section 2.10 and shall have such other terms set forth in Section 2.10, the designation of which Note shall be the phrase “Series C Senior Component Debentures, Tranche 2, due 2023”.

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     “Second Tranche Note Interest Rate” means, as of any time, the rate at which interest accrues, in accordance with the Indenture, on the Second Tranche Notes, which rate shall initially be the stated annual interest rate on the Notes.

     “Securities Act” means the Securities Act of 1933, as amended.

     “Separate Notes” means Notes not forming part of any Common Equity Unit.

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

     “Stock Purchase Contract Agent” means Deutsche Bank Trust Company Americas, solely in its capacity as stock purchase contract agent and any successor thereto as stock purchase contract agent, under the Stock Purchase Contract Agreement.

     “Stock Purchase Contract Agreement” means the Stock Purchase Contract Agreement, dated as of November 1, 2010, between the Company and the Stock Purchase Contract Agent, as amended or supplemented from time to time.

     “Successful” means, with respect to a Remarketing, that (1) such Remarketing was conducted in accordance with Article III; (2) no later than 4:00 P.M., New York City time, on the Remarketing Settlement Date of such Remarketing, each Component Note that is subject to such Remarketing has been sold by the applicable Remarketing Agent; (3) the aggregate cash gross proceeds from such sale have been delivered to such Remarketing Agent no later than 4:00 P.M., New York City time, on such Remarketing Settlement Date; and (4) such aggregate cash gross proceeds are not less than the Successful Remarketing Gross Proceeds Amount for such Remarketing.

     “Successful Remarketing Gross Proceeds Amount” has the meaning set forth in Section 3.1(c)(i).

     “Third Remarketing Settlement Date Period” means the period that begins on, and includes, the fifth (5th) Business Day immediately preceding the Second Delayed Stock Purchase Date and ends on, and includes, the Second Delayed Stock Purchase Date.

     “Treasury Rate” means, with respect to any Redemption Date for a Component Note to be redeemed, the prevailing market yield per annum of the benchmark U.S. Treasury Security having a remaining maturity, as of such Redemption Date, that most closely corresponds to the Stated Maturity of the principal of such Component Note. The Treasury Rate shall be calculated on the third (3rd) Business Day preceding such Redemption Date.

     SECTION 1.2 Scope and Conflicts with Base Indenture. The changes, modifications and supplements to the Base Indenture effected by this Supplemental Indenture shall only be applicable with respect to, and govern the terms of, the Notes and shall not apply to any other series of Securities that have been, or that may be, issued under the Base Indenture, unless a supplemental indenture with respect to such other series of Securities specifically incorporates such changes, modifications and supplements.

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If the terms of this Supplemental Indenture, or of the Notes, conflict or are inconsistent with any of the terms of the Base Indenture, then the terms of this Supplemental Indenture, or of the Notes, as applicable, shall govern the Notes to the extent of such conflict or inconsistency.

ARTICLE II
General Terms and Conditions of the Series Notes

     SECTION 2.1 Designation and Principal Amount. There is hereby authorized a series of Securities (the Securities of such series, the “Notes”), which shall be designated the “Series C Senior Debentures due 2023.” The initial aggregate principal amount of the Notes to be issued is one billion dollars ($1,000,000,000.00), which initial amount to be issued shall be set forth in a written order of the Company for the initial authentication and delivery of the Notes pursuant to the Indenture, such order to be signed by an authorized officer of the Company. The Company may, from time to time and without the consent of the holders of Notes, create further securities having the same terms and conditions as the Notes in all respects (or in all respects except for the issue date, the date of the first payment of interest thereon, the issue price or the initial interest accrual date), so that such further issue shall be consolidated and form a single series with the outstanding Notes, provided that such further securities are fungible with the outstanding Notes for U.S. federal income tax purposes. The Notes shall have no premium. Notes may be issued only in principal amounts equal to an integral multiple of two thousand dollars ($2,000) and Component Notes may be issued only in principal amounts equal to an integral multiple of one thousand dollars ($1,000).

     SECTION 2.2 Maturity. The Stated Maturity of the Notes shall be the Stated Maturity of the principal of the Second Tranche Notes.

     SECTION 2.3 Form and Payment. Except as provided in Section 2.4, the Notes shall be issued in definitive, fully registered form without interest coupons. Principal of, and interest on, the Notes issued in definitive form shall be payable, the transfer of such Notes will be registrable, and such Notes will be exchangeable for Notes bearing identical terms and provisions, in each case at the office or agency of the Trustee; provided, however, that payment of interest on any Note may be made, at the option of the Company, by check mailed to the Person entitled thereto at such address as shall appear in the Security Register or by wire transfer in immediately available funds to the bank account number of such Person specified in writing to the Trustee at least five (5) Business Days prior to the applicable Interest Payment Date by such Person and entered in the Security Register by the Security Registrar.

     SECTION 2.4 Global Notes.

     (a) Notwithstanding anything in the Indenture to the contrary, unless the Company elects, in its sole and absolute discretion, to issue the Certificates in the form of one or more fully registered Global Certificates, (i) the provisions of Section 2.4(b) shall not apply; (ii) the Certificates representing the initial one billion dollars ($1,000,000,000.00) aggregate principal amount of the Notes to be issued hereunder shall not initially be issued in the form of Global Certificates and such Notes shall not initially be Global Securities; and (iii) Section 2.11 of the Base Indenture shall not apply to the Notes.

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     (b) Each Certificate to be issued in the form of one or more fully registered Global Certificates shall be delivered to the Depositary or its custodian by, or on behalf of, the Company. The initial Depositary, if any, shall be set forth in an Officers’ Certificate or in a Board Resolution. Such Global Certificates shall initially be registered on the books of the Security Registrar in the name of Cede & Co., the nominee of the Depositary, and no Beneficial Owner will receive a definitive Certificate representing such Beneficial Owner’s interest in such Global Certificate, except as provided in Section 2.6. Unless and until definitive, fully registered Certificates have been issued to Beneficial Owners pursuant to Section 2.6:

     (i) the provisions of this Section 2.4(b) shall be in full force and effect;

     (ii) the Company, the Trustee and each Paying Agent and Security Registrar shall be entitled to deal with the Depositary for all purposes of the Indenture (including, without limitation, making payments of principal or interest on the Notes and receiving approvals, votes or consents pursuant to the Indenture) as the Holder of the Notes and the sole holder of the Global Certificates and shall have no obligation to the Beneficial Owners; provided, however, that any Beneficial Owner may directly enforce against the Company, without the involvement of the Depositary or any other Person, its right to receive definitive Certificates pursuant to Section 2.6;

     (iii) subject to Section 2.4(a), to the extent that the provisions of this Section 2.4(b) conflict with any other provisions of the Indenture, the provisions of this Section 2.4(b) shall control; and

     (iv) the rights of the Beneficial Owners shall be exercised only through the Depositary and shall be limited to those established by law and agreements between such Beneficial Owners and the Depositary or the Depositary Participants; provided, however, that any Beneficial Owner may directly enforce against the Company, without the involvement of the Depositary or any other Person, its right to receive definitive Certificates pursuant to Section 2.6.

     Transfers of securities evidenced by Global Certificates shall be made through the facilities of the Depositary, and any cancellation of, or increase or decrease in the principal amount of, the Notes evidenced by such Global Certificates shall be accomplished by making appropriate annotations on the Schedule of Increases and Decreases for such Global Certificate.

     The Trustee shall have no responsibility or obligation to any Beneficial Owner of a Global Certificate, any participant in the Depositary or other Person with respect to the accuracy of the records of the Depositary or its nominee or of any such participant or member thereof, with respect to any ownership interest in Global Certificates or with respect to the delivery to any such participant, member, Beneficial Owner or other Person (other than the Depositary) of any notice or the payment of any amount, under or with respect to such Global Certificates.

     Every Global Certificate authenticated, executed and delivered hereunder shall bear a legend in substantially the following form:

THIS CERTIFICATE IS A GLOBAL CERTIFICATE WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE

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NAME OF CEDE & CO., AS NOMINEE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (THE “DEPOSITARY”), THE DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY. THIS CERTIFICATE IS EXCHANGEABLE FOR CERTIFICATES REGISTERED IN THE NAME OF A PERSON OTHER THAN THE DEPOSITARY OR ITS NOMINEE ONLY IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE, AND NO TRANSFER OF THIS CERTIFICATE (OTHER THAN A TRANSFER OF THIS CERTIFICATE AS A WHOLE BY THE DEPOSITARY TO A NOMINEE OF THE DEPOSITARY OR BY A NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY) MAY BE REGISTERED EXCEPT IN LIMITED CIRCUMSTANCES.

UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITARY FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REQUESTED IN THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITARY (AND ANY PAYMENT HEREON IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITARY), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL SINCE THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.

     SECTION 2.5 Appointment of Successor Depositary. If the Notes are represented in the form of one or more fully registered Global Certificates and an event set forth in Section 2.6(ii)(1) or Section 2.6(ii)(2) occurs, the Depositary elects to discontinue its services as securities depositary with respect to such Notes, then the Company may, in its sole discretion, appoint a successor Depositary with respect to the Notes.

     SECTION 2.6 Definitive Certificates. If:

     (i) the Notes are represented by one or more fully registered Global Certificates; and

     (ii) either:

     (1) the Depositary notifies the Company that it is unwilling or unable to continue to act as Depositary with respect to the Notes and no successor Depositary has been appointed pursuant to Section 2.5 within ninety (90) days after such notice; or

     (2) the Depositary ceases to be a “clearing agency” registered under Section 17A of the Exchange Act when the Depositary is required to be so registered to act as the Depositary and so notifies the Company, and no successor Depositary has been appointed pursuant to Section 2.5 within ninety (90) days after such notice; or

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     (3) any Default or Event of Default has occurred and is continuing; or

     (4) a Beneficial Owner provides a written request, upon sixty (60) days prior notice to the Company and the Trustee, that such Beneficial Owner’s interest in the Notes represented by a Global Certificate is to be exchanged for an equivalent interest in the Notes represented by definitive Certificate,

then (x) definitive Certificates may be prepared by the Company with respect to such Notes and delivered to the Trustee and (y) upon surrender of the Global Certificates representing the Notes by the Depositary, accompanied by registration instructions, the Company shall cause definitive Certificates to be delivered to Beneficial Owners in accordance with the instructions of the Depositary. None of the Company, the Trustee, any Paying Agent or any Security Registrar shall be liable for any delay in delivery of such instructions, and each may conclusively rely on, and shall be authorized and protected in relying on, such instructions. Each definitive Certificate so delivered shall evidence Notes of the same kind and tenor as the Global Certificate so surrendered in respect thereof.

     SECTION 2.7 Private Placement Legend.

     (a) Subject to Section 2.7(b), each Certificate that constitutes a “restricted security” within the meaning of Rule 144 under the Securities Act shall bear a legend (the “Private Placement Legend”) in substantially the following form:

THE OFFER AND SALE OF THIS SECURITY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT OR AN EXEMPTION FROM THE REGISTRATION AND PROSPECTUS-DELIVERY REQUIREMENTS OF THE SECURITIES ACT.

     (b) Notwithstanding anything to the contrary in the Indenture, (i) Certificates executed, authenticated and delivered upon a transfer of any interest in a Certificate bearing the Private Placement Legend shall also bear the Private Placement Legend unless there is delivered to the Trustee, the Security Registrar and the Company an opinion of counsel reasonably satisfactory to the Company and addressed to the Company to the effect, or other reasonable proof, that such Private Placement Legend need not be applied to such Certificates; (ii) the Trustee, the Security Registrar and the Company may refuse to effect any transfer of an interest in a Certificate unless there is delivered to the Trustee, the Security Registrar and the Company an opinion of counsel reasonably satisfactory to the Company and addressed to the Company to the effect, or other reasonable proof, that such transfer complies with the registration and prospectus-delivery requirements of the Securities Act or is exempt from such requirements; and (iii) the Company may, in its sole and absolute discretion, and subject to the receipt of any opinion(s) of counsel or other document(s) it deems appropriate, cause the Private Placement Legend to be removed from any Certificate (including, without limitation, a Certificate that constitutes a “restricted security” within the meaning of Rule 144 under the Securities Act but that is eligible for resale pursuant to Rule 144(b)(1) under the Securities Act). The Trustee shall have no obligation or duty to monitor, determine or inquire as to compliance with any

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restrictions on transfer imposed under this Supplemental Indenture or under applicable law with respect to any transfer of any interest in any Certificate (including any transfers between or among participants in the Depositary, members or Beneficial Owners in any Global Certificate) other than to require delivery of such certificates and other documentation or evidence as are expressly required by, and to do so if and when expressly required by, the terms of this Supplemental Indenture, and to examine the same to determine substantial compliance as to form with the express requirements hereof.

     SECTION 2.8 Interest.

     (a) Interest shall accrue on the principal amount of the Notes at a rate per annum equal to the Note Interest Rate. The Note Interest Rate shall initially be equal to the Initial Note Interest Rate and shall thereafter be subject to adjustment pursuant to Section 3.2. The Company shall pay interest on the Notes, payable quarterly in arrears, on March 15, June 15, September 15, and December 15 of each year (each such date, an “Interest Payment Date”), commencing on, and including, March 15, 2011. Interest that is due on a Note on any March 15, June 15, September 15, or December 15 shall be paid to the person who is the Holder of such Note as of the close of business on the immediately preceding March 1, June 1, September 1, or December 1, respectively (whether or not such date is a Business Day) (each such date, a “Regular Record Date”). Interest on a Note shall accrue on the principal amount of such Note from, and including, the most recent date to which interest has been paid or provided for or, if no interest has been paid, from, and including, the date such Note was first issued, in each case to, but excluding, the next Interest Payment Date or the Stated Maturity date of the principal of such Note, as the case may be. Interest will be computed on the basis of a 360-day year of twelve 30-day months. Section 4.01(b) of the Base Indenture shall not apply to the Notes.

     (b) The Notes shall not be entitled to any sinking fund payments.

     SECTION 2.9 Redemption. Notwithstanding anything to the contrary in the Indenture, the Company shall not have the right to redeem any Notes prior to the Redemption Trigger Date. The Company shall have the right, at the Company’s option, at any time, and from time to time, to redeem all or any part of the Component Notes, on any date (the “Redemption Date”) on or after the Redemption Trigger Date (such Redemption Date to be selected by the Company), at a price payable in cash equal to the Note Redemption Price. Notwithstanding anything to the contrary in the Indenture, if a Redemption Date is after the Regular Record Date for a payment of interest on such Component Note and on or before the next Interest Payment Date of such Component Note, then such payment of interest shall, notwithstanding such redemption, be made, on such Interest Payment Date, to the Holder of such Component Note as of the close of business on such Regular Record Date. Each redemption pursuant to this Section 2.9 shall be subject to Article III of the Base Indenture, except that, for purposes of the Notes, Sections 3.03(a), 3.04, 3.05 and 3.06 of the Base Indenture shall not apply. Notwithstanding Section 3.02 of the Base Indenture, the notice of the foregoing redemption need not set forth the Note Redemption Price but only the manner of calculation thereof. The Company shall notify the Trustee of the Note Redemption Price promptly after the determination thereof and the Trustee shall have no responsibility for any such determination.

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          If the giving of notice of redemption shall have been completed as above provided, the Securities or portions of Securities of the series to be redeemed specified in such notice shall become due and payable on the date and at the place stated in such notice at the applicable redemption price, and interest on such Securities or portions of Securities shall cease to accrue on and after the date fixed for redemption, unless the Company shall default in the payment of such redemption price with respect to any such Security or portion thereof. On presentation and surrender of such Securities on or after the date fixed for redemption at the place of payment specified in the notice, said Securities shall be paid and redeemed at the applicable redemption price for such series.

          For avoidance of doubt, the First Tranche Notes may be redeemed pursuant to this Section 2.9 independently of the Second Tranche Notes, and the Second Tranche Notes may be redeemed pursuant to this Section 2.9 independently of the First Tranche Notes. If any Component Note is, in connection with a redemption, separated from the Note of which it forms a part, then, upon the surrender of such Note to the Paying Agent for redemption, the Company shall execute, the Trustee or Authenticating Agent shall authenticate and the Trustee shall make available for delivery to the Holder of such Note, certificates representing the Component Notes of such Note that are not being redeemed pursuant to such redemption.

     SECTION 2.10 Bifurcation of Notes into Two Tranches Prior to Remarketing.

     (a) Notwithstanding anything to the contrary in the Indenture, effective at the open of business on the Bifurcation Date, each Note outstanding immediately prior to such time shall, automatically and without the act of any Holder, convert into a unit consisting of two (2) tranches (the “Bifurcation”), with each two thousand dollars ($2,000) principal amount of Notes thereafter consisting of (i) one thousand dollars ($1,000.00) principal amount of a First Tranche Note and (ii) one thousand dollars ($1,000.00) principal amount of a Second Tranche Note.

     (b) Notwithstanding anything to the contrary in the Indenture, the terms of each Component Note shall be identical to the terms of the Notes, except as follows:

     (i) Interest shall accrue on the principal amount of the Component Notes at a rate per annum equal to the Component Note Interest Rate applicable to the tranche of such Component Notes. Each of the Note Interest Rates shall initially be equal to the Initial Note Interest Rate and shall thereafter be subject to adjustment pursuant to Section 3.2. Interest on each Component Note shall accrue on the principal amount of such Component Note from, and including, the most recent date to which interest has been paid or provided for or, if no interest has been paid, from, and including, the Bifurcation Date, in each case to, but excluding, the next Interest Payment Date or the Stated Maturity date of the principal amount of such Component Note, as the case may be.

     (ii) The Stated Maturity of the principal of the First Tranche Notes is June 15, 2018; provided, however, that if, after the Bifurcation Date, there shall occur a Remarketing that is Successful, or there shall occur a Final Failed Remarketing that gives right to a Put Right pursuant to Section 4.1, then the Stated Maturity of the principal of the First Tranche Notes shall be adjusted to the date that is the twenty first (21st) Interest

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Payment Date immediately following the Actual Stock Purchase Date, and such adjustment shall be effective on the Actual Stock Purchase Date.

     (iii) The Stated Maturity of the principal of the Second Tranche Notes is June 15, 2023; provided, however, that if, after the Bifurcation Date, there shall occur a Remarketing that is Successful, or there shall occur a Final Failed Remarketing that gives right to a Put Right pursuant to Section 4.1, then the Stated Maturity of the principal of the Second Tranche Notes shall be adjusted to the date that is the forty first (41st) Interest Payment Date immediately following the Actual Stock Purchase Date.

     (iv) The Holder of a Note that consists of Component Notes shall be deemed to be the Holder of such Component Notes.

     (v) No Component Note shall be separable from the Note of which such Component Note forms part, except pursuant to Section 2.9 or Section 3.1(b), and a Component Note can be separated from the Note of which such Component Note forms part only in integral multiples of one thousand dollars ($1,000) in principal amount of such Component Note.

     (c) Notwithstanding anything to the contrary in the Indenture, from and after the open of business on the Bifurcation Date,

     (i) each Note shall cease to bear interest and no amounts (including, without limitation, principal or interest) shall be payable by the Company on any Note, except for payments due on the Component Notes forming part of such Note; provided, however, that any amounts that were due on any Note prior to the Bifurcation but which were not punctually paid, and which remain overdue, at the open of business on the Bifurcation Date shall, after such time, continue to be payable on each Component Note forming part of such Note pro rata in proportion to the principal amount of such Component Note;

     (ii) upon the separation of any Component Note from a Note,

     (1) the Company shall execute, the Trustee or Authenticating Agent shall authenticate and the Trustee shall make available for delivery to the Holder of such Note, certificates representing the Component Notes of such Note; and

     (2) such Note shall, upon such separation, cease to be outstanding (it being understood that a new Note may thereafter be formed pursuant to Section 2.10(c)(iii));

     (iii) upon request and the surrender, by a Holder, to the Trustee of Component Notes, of each of the two tranches thereof, in sufficient respective principal amounts to create a unit Note having an aggregate principal amount equal to an integral multiple of one thousand dollars ($1,000), the Company shall execute, the Trustee or Authenticating Agent shall authenticate and the Trustee shall make available for delivery to such Holder, certificates representing (1) a unit Note of such aggregate principal amount; and (2) if applicable, Component Notes of the applicable tranche or tranches having respective principal amounts equal to the principal amounts thereof, if any, not required to create

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such unit Note; provided, however, that no such request shall be honored if clause (2) would require the delivery of a Certificate representing a Component Note having an aggregate principal amount that is not an integral multiple of one thousand dollars ($1,000);

     (iv) each Note shall, until the Component Notes forming part of such Note are separated from such Note, constitute a unit security of the Company consisting of the Component Notes forming part of such Note (which unit security is herein sometimes referred to as a “unit Note”);

     (v) the Events of Default in Section 5.1(a) shall cease to apply to the Notes but shall be read instead to apply to the Component Notes, and an Event of Default with respect to one tranche of Component Notes shall not, in itself, be deemed to be an Event of Default with respect to the other tranche of Component Notes.

     (d) The Component Notes and the Trustee’s Certificate of Authentication to be endorsed thereon are to be substantially in the forms set forth in Exhibit A hereto, with such changes as are appropriate to give effect to the provisions of this Section 2.10.

     SECTION 2.11 CUSIP Numbers. The Company may use one or more “CUSIP” numbers for the Notes and/or the Component Notes, and, if the Company does so, the Trustee shall, as a convenience to Holders, use the CUSIP numbers in notices to Holders; provided, however, that no representation is hereby deemed to be made by the Trustee as to the correctness or accuracy of the CUSIP numbers printed on the notice or on the Notes or the Component Notes; provided further, that reliance may be placed only on the other identification numbers printed on the Notes and/or the Component Notes, as applicable, and the effectiveness of any such notice shall not be affected by any defect in, or omission of, such CUSIP numbers. The Company shall promptly notify the Trustee of any change in the CUSIP numbers.

     SECTION 2.12 Security Registrar and Paying Agent. The Company initially appoints the Trustee as the Security Registrar and Paying Agent for the Notes.

     SECTION 2.13 Ranking. The indebtedness of the Company arising under or in connection with this Supplemental Indenture and every outstanding Note issued under this Supplemental Indenture from time to time constitutes and will constitute a senior unsecured obligation of the Company, ranking equally with other existing and future senior unsecured indebtedness of the Company and ranking senior to any existing or future subordinated indebtedness of the Company.

     SECTION 2.14 Form of Notes. The Notes and the Trustee’s Certificate of Authentication to be endorsed thereon are to be substantially in the forms set forth in Exhibit A hereto.

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ARTICLE III
Remarketing

     SECTION 3.1 Obligation to Conduct Remarketing and Related Requirements.

     (a) Except as provided in the immediately following sentence, there shall, in accordance with the Indenture, occur, after the Bifurcation Date, a Remarketing of the Component Notes, the Remarketing Settlement Date of which Remarketing shall occur during the First Remarketing Settlement Date Period; provided, however, that if such Remarketing is a Failed Remarketing, then there shall, in accordance with the Indenture, occur a second Remarketing of the Component Notes, the Remarketing Settlement Date of which Remarketing shall occur during the Second Remarketing Settlement Date Period; provided further that if such second Remarketing is a Failed Remarketing, then there shall, in accordance with the Indenture, occur a third Remarketing of the Component Notes, the Remarketing Settlement Date of which Remarketing shall occur during the Third Remarketing Settlement Date Period. Notwithstanding anything in the Indenture to the contrary, in no event shall the Company be obligated (but the Company may, in its sole discretion, nonetheless elect) to conduct a Remarketing at any time when no Normal Common Equity Units are outstanding, and a Final Failed Remarketing shall be deemed not to occur (and no Holder shall be entitled to exercise a Put Right pursuant to Article IV) if the Company elects, in accordance with this sentence, not to conduct a Remarketing.

     (b) In each Remarketing, the Component Notes forming part of the Notes that are to be included in such Remarketing shall be separately remarketed in such Remarketing and shall, if such Remarketing is Successful, be separated from such Notes. For avoidance of doubt, each tranche of Component Notes may be sold to different Persons and at different prices, subject to the requirements of Section 3.1(c). The closing of the purchase and sale of each tranche of Component Notes in a Remarketing shall occur on the same Remarketing Settlement Date and shall be conditioned upon each other.

     (c) The Company shall appoint a nationally recognized investment banking firm as Remarketing Agent and enter into a Remarketing Agreement at least thirty (30) days before the Applicable Stock Purchase Date. The Company may appoint different Remarketing Agents for Remarketings with different Applicable Stock Purchase Dates, provided, however, that the Company shall appoint a Remarketing Agent and cause the related Remarketing Agreement to be in effect for the period commencing not less than thirty (30) days prior to the related Applicable Stock Purchase Date and ending no earlier than the earlier of (A) such Applicable Stock Purchase Date; and (B) the determination, in accordance with this Article III, that the related Remarketing is a Successful Remarketing or Failed Remarketing. Each Remarketing Agreement shall include such terms, conditions and other provisions as the Company and the applicable Remarketing Agent may agree between themselves but shall in any event provide substantially to the following effect with respect to the applicable Remarketing:

     (i) that such Remarketing Agent will use its commercially reasonable efforts to obtain a cash price for the Component Notes to be remarketed in such Remarketing which results in gross proceeds equal to at least the sum of (I) the Remarketing Fee; (II) one hundred percent (100%) of the aggregate principal amount of such Component Notes; (III) the Interest Make-Whole of such Component Notes; and (IV) the product of five basis points (0.05%) and the aggregate principal amount of such Component Notes (such sum, the “Successful Remarketing Gross Proceeds Amount”);

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     (ii) that, subject to and in accordance with Section 3.2, such Remarketing Agent will reset the Component Note Interest Rate of each tranche of Component Notes in order to give effect to Section 3.1(c)(i);

     (iii) that such Remarketing Agent will, if such Remarketing is Successful, deduct the Remarketing Fee from the gross proceeds of such Remarketing and remit any proceeds remaining after such deduction as follows (allocated to the Component Notes that participated in such Remarketing on a pro rata basis in proportion to their principal amounts):

     (1) to the extent such net proceeds relate to Notes that form part of any Normal Common Equity Unit(s), such Remarketing Agent shall remit such remaining proceeds to the Securities Intermediary (as defined in the Pledge Agreement) for application in accordance with Section 5.9(a) of the Pledge Agreement; and

     (2) to the extent such net proceeds relate to Separate Notes, such Remarketing Agent shall remit such remaining proceeds to or at the direction of the Custodial Agent for payment to the Holders of such Separate Notes; and

     (iv) that the Remarketing Fee for such Remarketing will be as agreed among the Company and such Remarketing Agent and set forth in the Remarketing Agreement.

     (d) The Company shall use its commercially reasonable efforts to effect the Remarketing of the Component Notes as set forth in this Article III. In the sole judgment of the Company, the Company may elect to file, and cause to become effective, a registration statement under the Securities Act registering the sale of all Component Notes to be remarketed in a Remarketing, which registration statement shall be in a form that enables the Remarketing Agent to effect sales of such Component Notes in such Remarketing pursuant to such registration statement. If the Company shall not have so elected to file and make effective such a registration statement with respect to a Remarketing, then the Company and the Remarketing Agent shall use their commercially reasonable efforts to effect such Remarketing pursuant to Rule 144A under the Securities Act or another available exemption from the registration and prospectus-delivery requirements of the Securities Act.

     SECTION 3.2 Reset of Component Note Interest Rates in Connection with Successful Remarketing.

     (a) Subject to and in accordance with this Article III, the applicable Remarketing Agent shall, in connection with a Successful Remarketing, reset the Component Note Interest Rate of each tranche of Component Notes (which reset Component Note Interest Rates need not, but may, be equal to each other) to a new rate (the “Reset Rate”), rounded to the nearest one-thousandth of one percent (0.001%) per annum, and each such Reset Rate shall, if such Remarketing is Successful, apply to all Component Notes of the applicable tranche (whether or not such Component Notes were included in such Remarketing) from, and including, the Remarketing Settlement Date of such Remarketing; provided, however, that:

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     (i) if the Applicable Stock Purchase Date corresponding to such Remarketing is not the Second Delayed Stock Purchase Date, then none of the Reset Rates for such Remarketing shall exceed a rate per annum equal to the Reset Cap;

     (ii) if such Applicable Stock Purchase Date is the Second Delayed Stock Purchase Date, then the Reset Cap shall not apply to any Reset Rate for such Remarketing; and

     (iii) none of the Reset Rates shall be less than zero percent (0%) per annum in connection with such Remarketing.

     (b) If a Remarketing is Successful, then the applicable Remarketing Agent shall, no later than 4:30 P.M., New York City time, on the Remarketing Settlement Date for such Remarketing, notify the Company and the Trustee and the Stock Purchase Contract Agent (i) that such Remarketing was Successful and (ii) of the Reset Rates for such Remarketing.

     (c) If a Remarketing is not Successful and is not a Final Failed Remarketing, then:

     (i) no Component Notes shall be sold in such Remarketing;

     (ii) none of the Note Interest Rates shall be changed in connection with such Remarketing (it being understood that the Note Interest Rates may, in accordance with the provisions of the Indenture, be changed in connection with a subsequent Remarketing that is Successful); and

     (iii) the Company and the applicable Remarketing Agent shall attempt another Remarketing in accordance with, and subject to, Section 3.1(a).

     (d) If a Remarketing is a Final Failed Remarketing, then:

     (i) no Component Notes shall be sold in such Remarketing;

     (ii) no subsequent Remarketing shall take place;

     (iii) none of the Note Interest Rates shall be changed in connection with such Remarketing;

     (iv) subject to the provisions of the Pledge Agreement and, in the case of any Note that forms part of any Pledged Common Equity Units, the Indemnification Security Agreement, each Note that was included in such Final Failed Remarketing and that is part of any Normal Common Equity Unit shall, if the Holder thereof has exercised its Put Right with respect to such Note in accordance herewith, be transferred to the Company pursuant to Article IV, and the portion of the Put Consideration for such Note equal to the principal amount of such Note shall be applied, by the Stock Purchase Contract Agent, in full satisfaction of the obligations of such Holder under the related Stock Purchase Contracts to pay the related Purchase Price; and

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     (v) each Note that was included in such Final Failed Remarketing shall, if the Holder thereof has not exercised its Put Right with respect to such Note in accordance with the Indenture, be returned to such Holder thereof in accordance with the Stock Purchase Contract Agreement, the Pledge Agreement and, in the case of Notes forming part of Pledged Common Equity Units, the Indemnification Security Agreement.

     SECTION 3.3 Remarketing Procedures.

     (a) The Stock Purchase Contract Agreement provides that the Company shall give Holders (as defined therein) of Common Equity Units, and the Company shall give Holders of Separate Notes notice of a Remarketing at least thirty (30) Business Days before the related Applicable Stock Purchase Date. Such notice shall set forth:

     (i) the procedures a beneficial owner must follow if it holds its Notes as a component of a Normal Common Equity Unit to elect not to participate in such Remarketing, and the date by which such election must be made;

     (ii) the procedures a beneficial owner must follow if it holds Separate Notes to elect to participate in such Remarketing; and

     (iii) if the Applicable Stock Purchase Date corresponding to such Remarketing is the Second Delayed Stock Purchase Date, the procedures a beneficial owner of Normal Common Equity Units must follow in the event such Remarketing is a Failed Remarketing in order to elect not to exercise its Put Right.

     (b) On each Remarketing Settlement Date, each outstanding Note forming part of a Normal Common Equity Unit will be tendered or deemed tendered to the applicable Remarketing Agent for Remarketing unless the Holder thereof elects not to participate in such Remarketing. Each Holder of Notes forming part of a Normal Common Equity Unit, by purchasing such Common Equity Unit, agrees to have such Notes remarketed in any Remarketing (unless such Holder elects not to participate in such Remarketing as provided in the Indenture and in the Stock Purchase Contract Agreement and Pledge Agreement) and authorizes the applicable Remarketing Agent to take any and all actions on its behalf necessary to effect such Remarketing. Each Holder of Notes forming part of a Normal Common Equity Unit shall have the right to elect not to have such Notes sold pursuant to a Remarketing, which right may be exercised by electing, no later than the close of business on the eleventh (11th) Business Day immediately before the Applicable Stock Purchase Date of such Remarketing, Cash Settlement to apply to such Normal Common Equity Unit in accordance with, and subject to, Section 5.2(b) of the Stock Purchase Contract Agreement and Section 5.6 of the Pledge Agreement.

     (c) Each Holder of Separate Notes may elect to have such Separate Notes remarketed in any Remarketing by notifying the Custodial Agent and delivering such Separate Notes to the Custodial Agent before the close of business on the twenty fifth (25th) Business Day immediately before the Applicable Stock Purchase Date of such Remarketing, in accordance with the Pledge Agreement; provided, however, that, notwithstanding anything in the Indenture to the contrary, no Holder of a Separate Note may so elect to include such Separate Note in a Remarketing unless the principal amount of such Separate Note, and the principal amount of

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each tranche of Component Notes forming part of such Separate Note, is an integral multiple of one thousand dollars ($1,000). No such notice and delivery may be conditioned upon the level at which any Reset Rate is established in the Remarketing or any other condition, and each such notice containing any such condition shall be null and void. Each such notice and delivery may be withdrawn before the close of business on the twenty-fifth (25th) Business Day immediately before such Applicable Stock Purchase Date in accordance with the Pledge Agreement. Each such notice and delivery, if not withdrawn in accordance with the immediately preceding sentence, shall be irrevocable with respect to such Remarketing. Pursuant to Section 5.9(c) of the Pledge Agreement, no later than 11:00 A.M., New York City time, on the twenty-fourth (24th) Business Day immediately before the Applicable Stock Purchase Date of a Remarketing, the Custodial Agent, based on the notices and deliveries received by it before such time, shall notify the applicable Remarketing Agent of the aggregate principal amount of Separate Notes to be tendered in such Remarketing and shall cause such Separate Notes to be presented to such Remarketing Agent.

     (d) If a Remarketing is Successful, then the applicable Remarketing Agent shall deduct the Remarketing Fee to which it is entitled as provided in Section 3.1(c)(iii) and the related Remarketing Agreement from the gross proceeds of such Remarketing and remit the net proceeds as provided in Section 3.1(c)(iii).

     (e) If a Remarketing is Successful, then the Company shall issue a press release through Bloomberg Business News or another reasonable means of distribution stating that such Remarketing was Successful and specifying the Reset Rates and shall post such information on its corporate website.

     (f) If a Remarketing is a Failed Remarketing, then the Company shall issue a press release through Bloomberg Business News or another reasonable means of distribution stating that such Remarketing was a Failed Remarketing and shall publish such information on its corporate website.

     (g) The right of each Holder to have its Notes remarketed and sold in connection with any Remarketing shall be limited to the extent that (i) the applicable Remarketing Agent conducts a Remarketing pursuant to the terms of the Remarketing Agreement; (ii) such Remarketing Agent is able to find a purchaser or purchasers for the constituent Component Notes offered in such Remarketing in accordance with this Article III and the Remarketing Agreement; and (iii) such purchaser or purchasers deliver the purchase price therefor in cash to such Remarketing Agent as and when required.

     (h) Neither the Company nor any Remarketing Agent shall be obligated in any case to provide funds to make payment upon tender of Component Notes for remarketing.

ARTICLE IV
Put Right of Holders

     SECTION 4.1 Put Right upon a Final Failed Remarketing. Subject to Section 4.2 and Section 4.3, if there has occurred a Final Failed Remarketing, then Holders of Notes forming part of any Common Equity Unit shall have the right (the “Put Right”) to require the Company to

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purchase, on the Second Delayed Stock Purchase Date, such Notes for cash (the “Put Consideration”) in an amount equal to the principal amount of the Notes to be purchased by the Company plus the unpaid interest thereon that has accrued to, but not including, the Second Delayed Stock Purchase Date. Notwithstanding anything to the contrary in the Indenture, the Put Right may be exercised only with respect to Notes as a whole and not with respect to a portion of the Component Notes forming a part thereof.

     SECTION 4.2 Exercise of Put Right. The Put Right of a Holder of Notes forming part of any Normal Common Equity Units shall automatically, without any action of such Holder, be deemed to be exercised on the Second Delayed Stock Purchase Date; provided, however, such Put Right shall be deemed not to be exercised if (1) a Final Failed Remarketing does not occur; or (2) such Holder duly elects Cash Settlement to apply to such Normal Common Equity Units in accordance with, and subject to, Section 5.2(b) Stock Purchase Contract Agreement and Section 5.6 of the Pledge Agreement (including, without limitation, the due payment, in accordance therewith, in lawful money of the United States by certified or cashier’s check or wire transfer of immediately available funds payable to or upon the order of the Securities Intermediary (as defined in the Stock Purchase Contract Agreement), of the aggregate purchase price payable pursuant to the applicable Stock Purchase Contracts of such Normal Common Equity Units). Notwithstanding anything in the Indenture to the contrary, in no event shall a Holder be permitted to exercise the Put Right unless the principal amount of the Notes as to which the Put Right is exercised, and the principal amount of each tranche of Component Notes forming part of such Notes, is an integral multiple of one thousand dollars ($1,000).

     SECTION 4.3 Pledge Agreement and Indemnification Security Agreement. The rights of each Holder of Notes forming part of any Normal Common Equity Unit, including such Holders’ Put Rights, shall, if such Holder is the Initial Holder (as defined in the Stock Purchase Contract Agreement) of such Normal Common Equity Units, be subject to the security interest in such Notes in favor of the Company provided for in the Pledge Agreement and, in the case of Notes that form part of any Pledged Common Equity Units, the Indemnification Security Agreement.

ARTICLE V
Events of Default, Waiver and Notice

     SECTION 5.1 Events of Default.

     (a) Notwithstanding anything to the contrary in the Indenture, an “Event of Default,” when used in the Indenture with respect to the Notes, means any one or more of the following events that shall have occurred and be continuing (it being understood that this definition of “Event of Default” shall supersede the definition thereof set forth in Section 6.01(a) of the Base Indenture):

     (i) the Company defaults in the payment of any installment of interest upon the Notes, as and when the same shall become due and payable, and the continuance of such default for a period of thirty (30) consecutive days;

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     (ii) the Company defaults in the payment of the principal of the Notes as and when the same shall become due and payable, whether at maturity, upon redemption or otherwise;

     (iii) the Company fails to observe or perform any other of its covenants or agreements with respect to the Notes contained in the Indenture (other than a covenant or agreement that has been expressly included in the Indenture solely for the benefit of one or more series of Securities other than the Notes) for a period of ninety (90) days after the date on which written notice of such failure, requiring the same to be remedied and stating that such notice is a “Notice of Default” under the Indenture, shall have been given to the Company by the Trustee, by registered or certified mail, or to the Company and the Trustee by the holders of at least twenty-five percent (25%) in principal amount of the Notes at the time Outstanding;

     (iv) the entry by a court of competent jurisdiction of:

     (1) a decree or order for relief in respect of the Company in an involuntary proceeding under any applicable Bankruptcy Law, and such decree or order shall remain unstayed and in effect for a period of sixty (60) consecutive days;

     (2) a decree or order adjudging the Company to be insolvent, or approving a petition seeking reorganization, arrangement, adjustment or composition of the Company, and such decree or order shall remain unstayed and in effect for a period of sixty (60) consecutive days; or

     (3) a final and non-appealable order appointing a Custodian of the Company, or of any substantial part of the property of the Company, or ordering the winding up or liquidation of the affairs of the Company; or

     (v) the Company, pursuant to or within the meaning of any Bankruptcy Law; either (1) commences a voluntary case or proceeding; (2) consents to the entry of an order for relief against it in an involuntary case or proceeding; (3) files a petition or answer or consent seeking reorganization or relief or consents to such filing or to the appointment of or taking possession by a Custodian of it or for all or substantially all of its property, and such Custodian is not discharged within sixty (60) days; (4) makes a general assignment for the benefit of its creditors; or (5) admits in writing its inability to pay its debts generally as they become due.

     (b) Notwithstanding anything to the contrary in the Indenture, Section 6.01(b) of the Base Indenture shall not apply to the Notes. If an Event of Default (other than an Event of Default specified in Section 5.1(a)(iv) or Section 5.1(a)(v) of this Supplemental Indenture) with respect to the Notes at the time Outstanding occurs and is continuing, either the Trustee or the Holders of no less than twenty-five percent (25%) in aggregate principal amount of the Notes then Outstanding, by notice in writing to the Company (and to the Trustee if by such Holders), may declare the principal amount of, and all accrued but unpaid interest on, all the Outstanding Notes to be due and payable immediately, and upon such declaration the same shall become and

22

shall be immediately due and payable. If an Event of Default specified in Section 5.1(a)(iv) or Section 5.1(a)(v) of this Supplemental Indenture with respect to the Notes at the time Outstanding occurs, the principal amount of, and all accrued but unpaid interest on, all the Outstanding Notes shall automatically become and be immediately due and payable without any declaration or other act on the part of the Trustee or any Holder.

     (c) Notwithstanding anything to the contrary in the Indenture, Section 6.01(c) of the Base Indenture shall not apply to the Notes. At any time after the principal of, and accrued and unpaid interest on, the Notes shall have become due and payable pursuant to an acceleration in accordance with Section 5.1(b) of this Supplemental Indenture, and before any judgment or decree for the payment of the moneys due shall have been obtained or entered as hereinafter provided, the Holders of a majority in aggregate principal amount of the Notes then Outstanding, by written notice to the Company and the Trustee, may rescind and annul such acceleration and its consequences if: (i) the Company has paid or deposited with the Trustee a sum sufficient to pay all matured installments of interest on all Outstanding Notes and the principal of all Notes that shall have become due otherwise than by acceleration (with interest upon such principal and, to the extent that such payment is enforceable under applicable law, upon overdue installments of interest, in each case at an interest rate, per annum, equal to the Note Interest Rate) and all amounts payable to the Trustee under Section 7.06 of the Base Indenture; and (ii) any and all Events of Default under the Indenture, other than the nonpayment of principal on the Notes that shall have become due solely on account of such acceleration, shall have been remedied or waived as provided in Section 6.08 of the Base Indenture. No such rescission and annulment shall extend to or shall affect any subsequent default or impair any right consequent thereon.

ARTICLE VI
Miscellaneous Provisions

     SECTION 6.1 Effectiveness. This Supplemental Indenture will become effective upon its execution and delivery.

     SECTION 6.2 Further Assurances. The Company will, at its own cost and expense, execute and deliver any documents or agreements, and take any other actions, which the Trustee or its counsel may from time to time reasonably request in order to assure the Trustee of the benefits of the rights granted to the Trustee under the Indenture.

     SECTION 6.3 Ratification of Base Indenture. The Base Indenture as supplemented by this Supplemental Indenture, is in all respects ratified and confirmed.

     SECTION 6.4 Governing Law. Each of this Supplemental Indenture, the Indenture and the Notes shall be deemed to be a contract made under the internal laws of the State of New York, and for all purposes shall be construed in accordance with the laws of said State.

     SECTION 6.5 Counterparts. This Supplemental Indenture may be executed in any number of counterparts, each of which shall be an original, but such separate counterparts shall together constitute but one and the same instrument.

     SECTION 6.6 Trustee Not Responsible for Recital. The recitals herein contained are made by the Company and not by the Trustee, and the Trustee assumes no responsibility for the

23

correctness thereof. The Trustee makes no representation as to the validity or sufficiency of this Supplemental Indenture, the Notes or any Component Notes.

     SECTION 6.7 Tax Treatment. The Company and each holder of Notes agree to treat the Notes and the Component Notes as having an issue price equal to their principal amount for purposes of Section 1274 of the Internal Revenue Code of 1986, as amended, and therefore as having been issued with no original issue discount.

     [Remainder of Page Intentionally Left Blank; Signature Page Follows]

24

     In Witness Whereof, the parties hereto have caused this Supplemental Indenture to be duly executed as of the day and year first above written.

MetLife, Inc.
By:	/s/ Steven J. Goulart
	Name:	Steven J. Goulart
	Title:	Senior Vice President and Treasurer
The Bank of New York Mellon Trust Company, N.A., as Trustee
By:	/s/ Richard Tarnas
	Name:	Richard Tarnas
	Title:	Authorized Signatory

EXHIBIT A

[FACE OF SECURITY]

MetLife, Inc.

Series C Senior Debentures due 2023

{For inclusion in Global Certificates only: THIS CERTIFICATE IS A GLOBAL CERTIFICATE WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF CEDE & CO., AS NOMINEE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (THE “DEPOSITARY”), THE DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY. THIS CERTIFICATE IS EXCHANGEABLE FOR CERTIFICATES REGISTERED IN THE NAME OF A PERSON OTHER THAN THE DEPOSITARY OR ITS NOMINEE ONLY IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE, AND NO TRANSFER OF THIS CERTIFICATE (OTHER THAN A TRANSFER OF THIS CERTIFICATE AS A WHOLE BY THE DEPOSITARY TO A NOMINEE OF THE DEPOSITARY OR BY A NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY) MAY BE REGISTERED EXCEPT IN LIMITED CIRCUMSTANCES.

UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITARY FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REQUESTED IN THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITARY (AND ANY PAYMENT HEREON IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITARY), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL SINCE THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.}

{Restricted security legend: THE OFFER AND SALE OF THIS SECURITY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT OR AN EXEMPTION FROM THE REGISTRATION AND PROSPECTUS-DELIVERY REQUIREMENTS OF THE SECURITIES ACT.}

THE NOTES ARE THE UNSECURED AND UNSUBORDINATED OBLIGATIONS OF METLIFE, INC. AND ARE NOT DEPOSITS, SAVINGS ACCOUNTS OR OTHER OBLIGATIONS OF ANY BANK OR SAVINGS ASSOCIATION. THE NOTES ARE NOT INSURED BY THE FEDERAL DEPOSIT INSURANCE CORPORATION, THE BANK INSURANCE FUND OR ANY OTHER GOVERNMENT AGENCY OR INSURER.

A-1

MetLife, Inc.

Series C Senior Debenture, Tranche [1/2], due 2023

No.	{CUSIP No. 59156R BA5}
	{ISIN No. US59156RBA59}

MetLife, Inc., a Delaware corporation (the “Company,” which term includes any successor to MetLife, Inc. under the Indenture referred to below), for value received, hereby promises to pay to _________________, or registered assigns, the principal sum of _____________________ dollars ($__________) {Insert for Global Securities or Pledged Debt Securities (as defined in the Pledge Agreement): or such principal sum as shall be set forth in Schedule of Exchanges of Interests in the [Global Security] [Pledged Debt Security] attached hereto} on June 15, 2023 or on such other date as shall be provided for in the Supplemental Indenture referred to on the reverse hereof and to pay interest thereon, as provided on the reverse hereof, until the principal and any unpaid and accrued interest are paid or duly provided for, in each case subject to the terms of the Indenture referred to below.

The provisions on the back of this certificate are incorporated as if set forth on the face hereof.

In Witness Whereof, the Company has caused this instrument to be executed.

Dated:                                         

		MetLife, Inc.
		By:
			Name:
			Title:
Attest:
By:
	Name:
	Title:

A-2

CERTIFICATE OF AUTHENTICATION

This is one of the Notes referred to in the within-mentioned Indenture.

Dated:                                         

The Bank of New York Mellon Trust Company, N.A., as Trustee
By:
	Authorized Signatory

A-3

[REVERSE OF SECURITY]

MetLife, Inc.

Series C Senior Debenture, Tranche [1/2], due 2023

This Debenture is one of a duly authorized series (the “Notes”) of the Securities (as defined in the Base Indenture) of the Company, issued under and pursuant to an Indenture, dated as of November 9, 2001 (the “Base Indenture”), between the Company and The Bank of New York Mellon Trust Company, N.A. (as successor in interest to J.P. Morgan Trust Company, National Association (as successor to Bank One Trust Company, N.A.)), as trustee (the “Trustee”), as supplemented by the Twentieth Supplemental Indenture, dated as of November 1, 2010 between the Company and the Trustee (the “Supplemental Indenture,” and, together with the Base Indenture, the “Indenture”). Reference is hereby made to the Indenture, which sets forth the rights, limitations, obligations, duties and immunities of the Trustee, the Company and the Holders of the Notes. Capitalized terms used in this Note that are not defined in this Note shall have the respective meanings ascribed to them in the Indenture.

Interest on a Note shall accrue on the principal amount of such Note from, and including, the most recent date to which interest has been paid or provided for or, if no interest has been paid, from, and including, the date such Note was first issued, in each case to, but excluding, the next Interest Payment Date or the Stated Maturity date of the principal of such Note, as the case may be. The initial rate per annum at which interest accrues on the Notes is the Initial Note Interest Rate, which rate is subject to reset in connection with a Successful Remarketing, as set forth in the Indenture. The Interest Payment Dates are March 15, June 15, September 15, and December 15 of each year, commencing on, and including, March 15, 2011, and the Regular Record Dates are the immediately preceding March 1, June 1, September 1, or December 1, respectively (whether or not such date is a Business Day). Interest will be computed on the basis of a 360-day year of twelve 30-day months.

The Company shall not have the right to redeem any Notes prior to the Redemption Trigger Date. The Company shall have the right, at the Company’s option, at any time, and from time to time, to redeem all or any part of the Component Notes, on any date (the “Redemption Date”) on or after the Redemption Trigger Date (such Redemption Date to be selected by the Company), at a price payable in cash equal to the Note Redemption Price. Notwithstanding anything to the contrary in the Indenture, if a Redemption Date is after the Regular Record Date for a payment of interest on such Component Note and on or before the next Interest Payment Date of such Component Note, then such payment of interest shall, notwithstanding such redemption, be made, on such Interest Payment Date, to the Holder of such Component Note as of the close of business on such Regular Record Date. The Notes shall not be entitled to any sinking fund payments.

Effective at 9:00 a.m., New York City time, on the Interest Payment Date immediately preceding the Initial Stock Purchase Date, each Note outstanding immediately prior to such time shall, automatically and without the act of any Holder, convert into a unit consisting of two (2) tranches (referred to as the Component Notes), with each two thousand dollars ($2,000) principal

A-4

amount of Notes thereafter consisting of (i) one thousand dollars ($1,000.00) principal amount of a First Tranche Note and (ii) one thousand dollars ($1,000.00) principal amount of a Second Tranche Note. The terms of each Component Note shall be identical to the terms of the Notes, except for the Stated Maturity of their principal amount and that the interest rate for each tranche of Component Notes shall be reset independently in connection with a Successful Remarketing, and except as provided in Section 2.10 of the Supplemental Indenture.

This Note maybe subject to up to three (3) Remarketings, as provided in the Indenture. Subject to the terms of the Indenture, the applicable Remarketing Agent shall, in connection with a Successful Remarketing, reset the Component Note Interest Rate of each tranche of Component Notes (which reset Component Note Interest Rates need not, but may, be equal to each other) to a new rate (the “Reset Rate”), rounded to the nearest one-thousandth of one percent (0.001%) per annum, and each such Reset Rate shall, if such Remarketing is Successful, apply to all Component Notes of the applicable tranche (whether or not such Component Notes were included in such Remarketing) from, and including, the Remarketing Settlement Date of such Remarketing.

If an Event of Default shall have occurred and be continuing, the principal amount of, and accrued and unpaid interest on, all of the Notes may become due and payable immediately, subject to the terms of the Indenture.

The Indenture contains provisions permitting the Company and the Trustee, with the consent of the Holders of not less than a majority in aggregate principal amount of the Notes at the time Outstanding to execute supplemental indentures for the purpose of, among other things, adding any provisions to or changing in any manner or eliminating any of the provisions of the Indenture or of any supplemental indenture or of modifying in any manner the rights of the Holders of the Notes; provided, however, that, among other things, no such supplemental indenture shall, without the consent of the Holders of each Note then Outstanding and affected thereby, (i) reduce the principal amount thereof, or reduce the rate or extend the time of payment of interest thereon, or (ii) reduce the percentage in principal amount of outstanding Notes, the consent of whose Holders is required for modification or amendment of the Indenture. The Indenture also contains provisions permitting the Holders of not less than a majority in principal amount of the Outstanding Notes, on behalf of the Holders of all the Notes, waive any past default under the Indenture with respect to the Notes and its consequences, other than certain defaults set forth in the Indenture.

Prior to due presentment for registration of transfer of this Note, the Company, the Trustee, any paying agent and the Security Registrar may deem and treat the registered holder hereof as the absolute owner hereof (whether or not this Note shall be overdue and notwithstanding any notice of ownership or writing hereon made by anyone other than the Security Registrar) for the purpose of receiving payment of or on account of the principal hereof and (subject to the applicable record dates) interest due hereon and for all other purposes, and neither the Company nor the Trustee nor any paying agent nor any Security Registrar shall be affected by any notice to the contrary.

A-5

No recourse shall be had for the payment of the principal of or the interest on this Note, or for any claim based hereon, or otherwise in respect hereof, or based on or in respect of the Indenture, against any incorporator, shareholder, officer or director, past, present or future, as such, of the Company or of any predecessor or successor corporation, whether by virtue of any constitution, statute or rule of law, or by the enforcement of any assessment or penalty or otherwise, all such liability being, by the acceptance hereof and as part of the consideration for the issuance hereof, expressly waived and released.

The Notes are issuable only in registered form without coupons, in principal amounts equal to an integral multiple of two thousand dollars ($2,000) and Component Notes may be issued only in principal amounts equal to an integral multiple of one thousand dollars ($1,000). Subject to the terms of the Indenture, the Notes are exchangeable for a like aggregate principal amount of Notes of a different authorized denomination, as requested by the Holder surrendering the same.

This Note shall be deemed to be a contract made under the internal laws of the State of New York, and for all purposes shall be construed in accordance with the laws of said State.

A-6

[FORM OF ASSIGNMENT]

I or we assign to

PLEASE INSERT SOCIAL SECURITY OR OTHER

IDENTIFYING NUMBER

(please print or type name and address)

the within Note and all rights thereunder, and hereby irrevocably constitute and appoint

as attorney to transfer the Security on the books of the Company with full power of substitution in the premises.

Dated:
	NOTICE: The signature on this assignment must correspond with the name as it appears upon the face of the within Security in every particular without alteration or enlargement or any change whatsoever and be guaranteed by a guarantor institution participating in the Securities Transfer Agents Medallion Program or in such other guarantee program acceptable to the Trustee.

Signature Guarantee:

A-7

SCHEDULE OF EXCHANGES OF INTERESTS IN THE [GLOBAL SECURITY] [PLEDGED DEBT
SECURITY]¹

     The following exchanges of a part of this Global Security [Pledged Debt Security] for an interest in a [Global Security] [Pledged Debt Security] or for Securities in certificated form, have been made:

			Principal amount of
			this [Global
	Amount of decrease	Amount of Increase	Security] [Pledged
	in principal amount	in principal amount	Debt Security]	Signature of
	of this [Global	of this [Global	following	authorized signatory
	Security] [Pledged	Security] [Pledged	such decrease	of Trustee or note
Date of Exchange	Debt Security]	Debt Security]	or increase	custodian

¹ This is included in Global Certificates or Pledged Debt Securities only.

A-8

EX-4.6

Exhibit 4.6

Execution Version

Twenty-First Supplemental Indenture

between

MetLife, Inc.
as Issuer

and

The Bank of New York Mellon Trust Company, N.A.,
as Trustee

Dated as of November 1, 2010

Table of Contents

	Page
ARTICLE I Definitions and Other Provisions of General Application		1
SECTION 1.1 Definitions		1
SECTION 1.2 Scope and Conflicts with Base Indenture		7
ARTICLE II General Terms and Conditions of the Series Notes		7
SECTION 2.1 Designation and Principal Amount		7
SECTION 2.2 Maturity		7
SECTION 2.3 Form and Payment		7
SECTION 2.4 Global Notes		8
SECTION 2.5 Appointment of Successor Depositary		9
SECTION 2.6 Definitive Certificates		9
SECTION 2.7 Private Placement Legend		10
SECTION 2.8 Interest		11
SECTION 2.9 Redemption		11
SECTION 2.10 CUSIP Numbers		12
SECTION 2.11 Security Registrar and Paying Agent		12
SECTION 2.12 Ranking		12
SECTION 2.13 Form of Notes		12
ARTICLE III Remarketing		12
SECTION 3.1 Obligation to Conduct Remarketing and Related Requirements		12
SECTION 3.2 Reset of Note Interest Rate in Connection with Successful Remarketing		14
SECTION 3.3 Remarketing Procedures		15
ARTICLE IV Put Right of Holders		17
SECTION 4.1 Put Right upon a Final Failed Remarketing		17
SECTION 4.2 Exercise of Put Right		17
SECTION 4.3 Pledge Agreement and Indemnification Security Agreement		18
ARTICLE V Events of Default, Waiver and Notice		18
SECTION 5.1 Events of Default		18
ARTICLE VI Miscellaneous Provisions		20
SECTION 6.1 Effectiveness		20
SECTION 6.2 Further Assurances		20
SECTION 6.3 Ratification of Base Indenture		20
SECTION 6.4 Governing Law		20
SECTION 6.5 Counterparts		20
EXHIBIT A Form of Notes		A-1

i

     Twenty-First Supplemental Indenture, dated as of November 1, 2010 (this “Supplemental Indenture”), between MetLife, Inc., a Delaware corporation (the “Company,” which term includes any successor to MetLife, Inc. under the Indenture defined below), and The Bank of New York Mellon Trust Company, N.A., as trustee (the “Trustee”), supplementing the Indenture, dated as of November 9, 2001 (the “Base Indenture” and, together with this Supplemental Indenture, the “Indenture”), between the Company and The Bank of New York Mellon Trust Company, N.A. (as successor in interest to J.P. Morgan Trust Company, National Association (as successor to Bank One Trust Company, N.A.)), as trustee.

Recitals

     Whereas, the Company executed the Base Indenture and delivered the same to the Trustee to provide for the future issuance of the Company’s unsecured senior debentures, notes or other evidence of indebtedness (the “Securities”) to be issued from time to time in one or more series as may be determined by the Company under the Base Indenture;

     Whereas, pursuant to the terms of the Indenture and this Supplemental Indenture, the Company desires to provide for the establishment of a new series of its Securities (hereafter defined as the Notes), with the form and substance of such Notes, and the terms, provisions and conditions thereof, to be set forth herein as provided in the Indenture;

     Whereas, the Company has requested that the Trustee execute and deliver this Supplemental Indenture; and

     Whereas, all requirements necessary to make this Supplemental Indenture a valid instrument in accordance with its terms, and to make the Notes, when executed by the Company and authenticated and delivered by the Trustee, the valid obligations of the Company, have been done and performed, and the execution and delivery of this Supplemental Indenture have been duly authorized in all respects.

     Now, Therefore, in consideration of the purchase and acceptance of the Notes by the holders thereof, and for the purpose of setting forth, as provided in the Indenture, the form and substance of the Notes, and the terms, provisions and conditions thereof, the Company covenants and agrees with the Trustee as follows:

ARTICLE I
Definitions and Other Provisions of General Application

     SECTION 1.1 Definitions. Unless the context otherwise requires or unless otherwise set forth herein:

     (a) a term not defined herein that is defined in the Base Indenture has the same meaning when used in this Supplemental Indenture;

     (b) the definition of any term in this Supplemental Indenture that is also defined in the Base Indenture, shall, for purposes of the Notes, supersede the definition of such term in the Base Indenture;

1

     (c) the terms defined in this Article I have the meanings assigned to them in this Article I and include the plural as well as the singular, and nouns and pronouns of the masculine gender include the feminine and neuter genders;

     (d) all accounting terms not otherwise defined herein have the meanings assigned to them in accordance with generally accepted accounting principles in the United States as in effect at the time the relevant calculation is to be made;

     (e) all references to an Article, Section or other subdivision or Exhibit refer to an Article, Section or other subdivision of, or Exhibit to, this Supplemental Indenture;

     (f) references to dollars (including references to “$”) shall be deemed to refer to U.S. dollars;

     (g) headings are for convenience of reference only and do not affect interpretation;

     (h) the term “or” shall not be exclusive;

     (i) the words “herein,” “hereof” and “hereunder,” and other words of similar import, refer to this Supplemental Indenture as a whole and not to any particular Article, Section, Exhibit or other subdivision of this Supplemental Indenture; and

     (j) for purposes of the Notes and this Supplemental Indenture, but not any other Securities or any other indenture supplemental to the Base Indenture, the following terms have the meanings given to them in this Section 1.1(j):

     “Actual Stock Purchase Date” means (i) the Initial Stock Purchase Date, if the first (1st) Remarketing is Successful; (ii) the First Delayed Stock Purchase Date, if the first (1st) Remarketing is not Successful and the second (2nd) Remarketing is Successful; or (iii) the Second Delayed Stock Purchase Date if neither the first (1st) Remarketing nor the second (2nd) Remarketing is Successful.

     “Applicable Stock Purchase Date” means (i) with respect to the first (1st) Remarketing, the Initial Stock Purchase Date; (ii) with respect to a second (2nd) Remarketing, the First Delayed Stock Purchase Date; and (iii) with respect to a third (3rd) Remarketing, the Second Delayed Stock Purchase Date.

     “Beneficial Owner” means, with respect to a Book-Entry Interest, a Person who is the beneficial owner of such Book-Entry Interest as reflected on the books of the Depositary or on the books of a Person maintaining an account with such Depositary (directly as a participant in the Depositary or as an indirect participant, in each case in accordance with the rules of such Depositary).

     “Book-Entry Interest” means a beneficial interest in a Global Certificate, registered in the name of a Depositary or a nominee thereof, ownership and transfers of which shall be maintained and made through book entries by such Depositary as described in Section 2.4.

2

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

     “Cash Settlement” has the meaning set forth in the Stock Purchase Contract Agreement.

     “Certificate” means a certificate, executed by the Company and authenticated by the Trustee or Authenticating Agent in accordance with the Indenture, evidencing part or all of the Notes.

     The phrase “close of business” means 5:00 p.m., New York City time.

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

     “Custodial Agent” has the meaning set forth in the Pledge Agreement.

     “Event of Default” has the meaning set forth in Section 5.1.

     “Excess Proceeds Remarketing Amount” means, with respect to each Note being remarketed in a Remarketing, an amount equal to the excess, if any, of (i) the gross proceeds of such Remarketing attributable to such Note over (ii) the sum of (A) the Remarketing Fee attributable to such Note and (B) the Par Proceeds Remarketing Amount attributable to such Note.

     “Failed Remarketing” means a Remarketing that is not Successful.

     “Final Failed Remarketing” means the occurrence of a Remarketing whose Applicable Stock Purchase Date is the Second Delayed Stock Purchase Date, which Remarketing is a Failed Remarketing.

     “First Delayed Stock Purchase Date” means the date that is three (3) calendar months after the Initial Stock Purchase Date.

     “First Remarketing Settlement Date Period” means the period that begins on, and includes, the fifth (5th) Business Day immediately preceding the Initial Stock Purchase Date and ends on, and includes, the Initial Stock Purchase Date.

     “Global Certificate” means a Certificate that evidences part or all of the Notes and is registered in the name of a Depositary or a nominee thereof.

     “Indemnification Security Agreement” means the Indemnification Collateral Account Security and Control Agreement, dated as of November 1, 2010, by and among the Company, ALICO Holdings LLC, Deutsche Bank Trust Company Americas, in its capacity as Securities Intermediary thereunder, Deutsche Bank Trust Company Americas, in its capacity as Pledge Collateral Agent thereunder, for certain limited purposes, Deutsche Bank Trust Company Americas, in its capacity as Stock Purchase Contract Agent under the Pledge Agreement, and, for certain limited purposes, American International Group, Inc.

3

     “Initial Note Interest Rate” means a rate per annum equal to 1.923%.

     “Initial Stock Purchase Date” means the later of (1) the date that is six (6) calendar months after the “First Stock Purchase Date” (as defined in the Stock Purchase Contract Agreement); and (2) the Initial Scheduled Second Stock Purchase Date (as defined in the Stock Purchase Contract Agreement).

     “Interest Make-Whole” means, with respect to Notes to be offered for resale in a Remarketing, an amount equal to the unpaid interest on such Notes that will have accrued to, but not including, the Applicable Stock Purchase Date of such Remarketing; provided, however, that if the Remarketing Settlement Date of such Remarketing is after the close of business on a record date for the payment of interest on such Notes and on or before the next succeeding interest payment date for such Notes, then the Interest Make-Whole of such Notes shall be an amount equal to zero (0).

     “Interest Payment Date” has the meaning set forth in Section 2.8(a).

     “Normal Common Equity Unit” has the meaning set forth in the Stock Purchase Contract Agreement.

     “Note Interest Rate” means, as of any time, the rate at which interest accrues, in accordance with Section 2.8, on the Notes.

     “Note Redemption Price” means, with respect to each Note to be redeemed on a Redemption Date, the sum of (1) the greater of (A) the principal amount of such Note; and (B) the present value, as of such Redemption Date, of all remaining scheduled principal and interest payments on such Note from, but excluding, such Redemption Date through, and including, the Stated Maturity date of the principal of such Note (not including any portion of such payments of interest that have accrued, or for which the Regular Record Date has occurred, as of such Redemption Date), such present value to be calculated using discounting, on a semi-annual basis assuming a 360-day year consisting of twelve 30-day months, at a discount rate equal to the lesser of (i) the Treasury Rate plus fifty (50) basis points and (ii) fifteen percent (15%); and (2) (without duplication) unpaid interest that has accrued on such Note to, but excluding, such Redemption Date; provided, however, that if such Redemption Date is after the Regular Record Date for a payment of interest on such Note and on or before the next Interest Payment Date of such Note, then (x) pursuant to the third sentence of Section 2.9, such payment of interest shall, notwithstanding such redemption, be made, on such Interest Payment Date, to the Holder of such Note as of the close of business on such Regular Record Date; (y) for avoidance of doubt, such present value in clause (1)(B) above shall be calculated excluding such payment of interest; and (z) clause (2) above will be deemed to be equal to zero (0). Notwithstanding anything in the Indenture to the contrary, the present value to be calculated pursuant to clause (1)(B) above shall be calculated assuming that the Note Interest Rate in effect at the open of business on the applicable Redemption Date will not thereafter be changed. The Note Redemption Price shall be calculated by the Company.

     “Notes” has the meaning set forth in Section 2.1.

     The phrase “open of business” means 9:00 a.m., New York City time.

4

     “Par Proceeds Remarketing Amount” means, in connection with a Remarketing, an amount, for each Note being remarketed in such Remarketing, equal to 100% of the aggregate principal amount of such Note.

     “Pledge Agreement” means the Pledge Agreement, dated as of November 1, 2010, among the Company, Deutsche Bank Trust Company Americas, as Collateral Agent, Custodial Agent and Securities Intermediary (each as defined in the Stock Purchase Contract Agreement), and Deutsche Bank Trust Company Americas, as Stock Purchase Contract Agent and attorney-in-fact for the holders of the Stock Purchase Contracts, as amended or supplemented from time to time.

     “Pledged Common Equity Units” means Common Equity Units that are pledged under the Indemnification Security Agreement to secure the obligations set forth in the Indemnification Security Agreement.

     “Private Placement Legend” has the meaning set forth in Section 2.7.

     “Purchase Price” has the meaning set forth in the Stock Purchase Contract Agreement.

     “Put Consideration” has the meaning set forth in Section 4.1.

     “Put Right” has the meaning set forth in Section 4.1.

     “Redemption Date” has the meaning set forth in Section 2.9.

     “Redemption Trigger Date” means the following date, as applicable: (i) in the event there shall have occurred a Remarketing that is Successful, the second (2nd) anniversary of the Applicable Stock Purchase Date of such Remarketing; or (ii) in the event there shall have occurred a Final Failed Remarketing, the Second Delayed Stock Purchase Date.

     “Regular Record Date” has the meaning set forth in Section 2.8.

     “Remarketing” means a remarketing of the Notes pursuant to Article III and the related Remarketing Agreement.

     “Remarketing Agent” means, as to a Remarketing and related Remarketing Agreement, the remarketing agent and any successor or replacement remarketing agent for such Remarketing, as appointed by the Company pursuant to Section 3.1(b).

     “Remarketing Agreement” means, with respect to a Remarketing, the remarketing agreement entered into among the Company, the Stock Purchase Contract Agent and the Remarketing Agent pursuant to Section 3.1(b) with respect to such Remarketing.

     “Remarketing Fee” means, as to the Remarketing Agent and a Remarketing, the fee of the Remarketing Agent for such Remarketing, as provided for in the related Remarketing Agreement.

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     “Remarketing Settlement Date” means, for any Remarketing, the date on which, in accordance herewith, the purchase and sale of the Notes that are subject to such Remarketing close and delivery of such Notes is made against payment therefor.

     “Reset Cap” means a rate per annum equal to the sum of (1) the prevailing market yield per annum, as determined by the Remarketing Agent, of the benchmark U.S. Treasury Security having a remaining maturity that most closely corresponds to the remaining maturity of the Notes; and (2) 750 basis points.

     “Reset Rate” has the meaning set forth in Section 3.2(a).

     “Second Delayed Stock Purchase Date” means the date that is three (3) calendar months after the First Delayed Stock Purchase Date.

     “Second Remarketing Settlement Date Period” means the period that begins on, and includes, the fifth (5th) Business Day immediately preceding the First Delayed Stock Purchase Date and ends on, and includes, the First Delayed Stock Purchase Date.

     “Securities Act” means the Securities Act of 1933, as amended.

     “Separate Notes” means Notes not forming part of any Common Equity Unit.

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

     “Stock Purchase Contract Agent” means Deutsche Bank Trust Company Americas, solely in its capacity as stock purchase contract agent and any successor thereto as stock purchase contract agent, under the Stock Purchase Contract Agreement.

     “Stock Purchase Contract Agreement” means the Stock Purchase Contract Agreement, dated as of November 1, 2010, between the Company and the Stock Purchase Contract Agent, as amended or supplemented from time to time.

     “Successful” means, with respect to a Remarketing, that (1) such Remarketing was conducted in accordance with Article III; (2) no later than 4:00 P.M., New York City time, on the Remarketing Settlement Date of such Remarketing, each Note that is subject to such Remarketing has been sold by the applicable Remarketing Agent; (3) the aggregate cash gross proceeds from such sale have been delivered to such Remarketing Agent no later than 4:00 P.M., New York City time, on such Remarketing Settlement Date; and (4) such aggregate cash gross proceeds are not less than the Successful Remarketing Gross Proceeds Amount for such Remarketing.

     “Successful Remarketing Gross Proceeds Amount” has the meaning set forth in Section 3.1(b)(i).

     “Third Remarketing Settlement Date Period” means the period that begins on, and includes, the fifth (5th) Business Day immediately preceding the Second Delayed Stock Purchase Date and ends on, and includes, the Second Delayed Stock Purchase Date.

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     “Treasury Rate” means, with respect to any Redemption Date for a Note to be redeemed, the prevailing market yield per annum of the benchmark U.S. Treasury Security having a remaining maturity, as of such Redemption Date, that most closely corresponds to the Stated Maturity of the principal of such Note. The Treasury Rate shall be calculated on the third (3rd) Business Day preceding such Redemption Date.

     SECTION 1.2 Scope and Conflicts with Base Indenture. The changes, modifications and supplements to the Base Indenture effected by this Supplemental Indenture shall only be applicable with respect to, and govern the terms of, the Notes and shall not apply to any other series of Securities that have been, or that may be, issued under the Base Indenture, unless a supplemental indenture with respect to such other series of Securities specifically incorporates such changes, modifications and supplements.

If the terms of this Supplemental Indenture, or of the Notes, conflict or are inconsistent with any of the terms of the Base Indenture, then the terms of this Supplemental Indenture, or of the Notes, as applicable, shall govern the Notes to the extent of such conflict or inconsistency.

ARTICLE II
General Terms and Conditions of the Series Notes

     SECTION 2.1 Designation and Principal Amount. There is hereby authorized a series of Securities (the Securities of such series, the “Notes”), which shall be designated the “Series D Senior Debentures due 2024.” The initial aggregate principal amount of the Notes to be issued is one billion dollars ($1,000,000,000.00), which initial amount to be issued shall be set forth in a written order of the Company for the initial authentication and delivery of the Notes pursuant to the Indenture, such order to be signed by an authorized officer of the Company. The Company may, from time to time and without the consent of the holders of Notes, create further securities having the same terms and conditions as the Notes in all respects (or in all respects except for the issue date, the date of the first payment of interest thereon, the issue price or the initial interest accrual date), so that such further issue shall be consolidated and form a single series with the outstanding Notes, provided that such further securities are fungible with the outstanding Notes for U.S. federal income tax purposes. The Notes shall have no premium. Notes may be issued only in principal amounts equal to an integral multiple of one thousand dollars ($1,000).

     SECTION 2.2 Maturity. The Stated Maturity of the Notes shall be the forty first (41st) Interest Payment Date immediately following the Actual Stock Purchase Date.

     SECTION 2.3 Form and Payment. Except as provided in Section 2.4, the Notes shall be issued in definitive, fully registered form without interest coupons. Principal of, and interest on, the Notes issued in definitive form shall be payable, the transfer of such Notes will be registrable, and such Notes will be exchangeable for Notes bearing identical terms and provisions, in each case at the office or agency of the Trustee; provided, however, that payment of interest on any Note may be made, at the option of the Company, by check mailed to the Person entitled thereto at such address as shall appear in the Security Register or by wire transfer in immediately available funds to the bank account number of such Person specified in writing to the Trustee at least five (5) Business Days prior to the applicable Interest Payment Date by such Person and entered in the Security Register by the Security Registrar.

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     SECTION 2.4 Global Notes.

     (a) Notwithstanding anything in the Indenture to the contrary, unless the Company elects, in its sole and absolute discretion, to issue the Certificates in the form of one or more fully registered Global Certificates, (i) the provisions of Section 2.4(b) shall not apply; (ii) the Certificates representing the initial one billion dollars ($1,000,000,000.00) aggregate principal amount of the Notes to be issued hereunder shall not initially be issued in the form of Global Certificates and such Notes shall not initially be Global Securities; and (iii) Section 2.11 of the Base Indenture shall not apply to the Notes.

     (b) Each Certificate to be issued in the form of one or more fully registered Global Certificates shall be delivered to the Depositary or its custodian by, or on behalf of, the Company. The initial Depositary, if any, shall be set forth in an Officers’ Certificate or in a Board Resolution. Such Global Certificates shall initially be registered on the books of the Security Registrar in the name of Cede & Co., the nominee of the Depositary, and no Beneficial Owner will receive a definitive Certificate representing such Beneficial Owner’s interest in such Global Certificate, except as provided in Section 2.6. Unless and until definitive, fully registered Certificates have been issued to Beneficial Owners pursuant to Section 2.6:

     (i) the provisions of this Section 2.4(b) shall be in full force and effect;

     (ii) the Company, the Trustee and each Paying Agent and Security Registrar shall be entitled to deal with the Depositary for all purposes of the Indenture (including, without limitation, making payments of principal or interest on the Notes and receiving approvals, votes or consents pursuant to the Indenture) as the Holder of the Notes and the sole holder of the Global Certificates and shall have no obligation to the Beneficial Owners; provided, however, that any Beneficial Owner may directly enforce against the Company, without the involvement of the Depositary or any other Person, its right to receive definitive Certificates pursuant to Section 2.6;

     (iii) subject to Section 2.4(a), to the extent that the provisions of this Section 2.4(b) conflict with any other provisions of the Indenture, the provisions of this Section 2.4(b) shall control; and

     (iv) the rights of the Beneficial Owners shall be exercised only through the Depositary and shall be limited to those established by law and agreements between such Beneficial Owners and the Depositary or the Depositary Participants; provided, however, that any Beneficial Owner may directly enforce against the Company, without the involvement of the Depositary or any other Person, its right to receive definitive Certificates pursuant to Section 2.6.

     Transfers of securities evidenced by Global Certificates shall be made through the facilities of the Depositary, and any cancellation of, or increase or decrease in the principal amount of, the Notes evidenced by such Global Certificates shall be accomplished by making appropriate annotations on the Schedule of Increases and Decreases for such Global Certificate.

     The Trustee shall have no responsibility or obligation to any Beneficial Owner of a Global Certificate, any participant in the Depositary or other Person with respect to the accuracy

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of the records of the Depositary or its nominee or of any such participant or member thereof, with respect to any ownership interest in Global Certificates or with respect to the delivery to any such participant, member, Beneficial Owner or other Person (other than the Depositary) of any notice or the payment of any amount, under or with respect to such Global Certificates.

     Every Global Certificate authenticated, executed and delivered hereunder shall bear a legend in substantially the following form:

THIS CERTIFICATE IS A GLOBAL CERTIFICATE WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF CEDE & CO., AS NOMINEE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (THE “DEPOSITARY”), THE DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY. THIS CERTIFICATE IS EXCHANGEABLE FOR CERTIFICATES REGISTERED IN THE NAME OF A PERSON OTHER THAN THE DEPOSITARY OR ITS NOMINEE ONLY IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE, AND NO TRANSFER OF THIS CERTIFICATE (OTHER THAN A TRANSFER OF THIS CERTIFICATE AS A WHOLE BY THE DEPOSITARY TO A NOMINEE OF THE DEPOSITARY OR BY A NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY) MAY BE REGISTERED EXCEPT IN LIMITED CIRCUMSTANCES.

UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITARY FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REQUESTED IN THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITARY (AND ANY PAYMENT HEREON IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITARY), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL SINCE THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.

     SECTION 2.5 Appointment of Successor Depositary. If the Notes are represented in the form of one or more fully registered Global Certificates and an event set forth in  Section 2.6(ii)(1) or  Section 2.6(ii)(2) occurs, the Depositary elects to discontinue its services as securities depositary with respect to such Notes, then the Company may, in its sole discretion, appoint a successor Depositary with respect to the Notes.

     SECTION 2.6 Definitive Certificates. If:

     (i) the Notes are represented by one or more fully registered Global Certificates; and

     (ii) either:

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     (1) the Depositary notifies the Company that it is unwilling or unable to continue to act as Depositary with respect to the Notes and no successor Depositary has been appointed pursuant to Section 2.5 within ninety (90) days after such notice; or

     (2) the Depositary ceases to be a “clearing agency” registered under Section 17A of the Exchange Act when the Depositary is required to be so registered to act as the Depositary and so notifies the Company, and no successor Depositary has been appointed pursuant to Section 2.5 within ninety (90) days after such notice; or

     (3) any Default or Event of Default has occurred and is continuing; or

     (4) a Beneficial Owner provides a written request, upon sixty (60) days prior notice to the Company and the Trustee, that such Beneficial Owner’s interest in the Notes represented by a Global Certificate is to be exchanged for an equivalent interest in the Notes represented by definitive Certificate,

then (x) definitive Certificates may be prepared by the Company with respect to such Notes and delivered to the Trustee and (y) upon surrender of the Global Certificates representing the Notes by the Depositary, accompanied by registration instructions, the Company shall cause definitive Certificates to be delivered to Beneficial Owners in accordance with the instructions of the Depositary. None of the Company, the Trustee, any Paying Agent or any Security Registrar shall be liable for any delay in delivery of such instructions, and each may conclusively rely on, and shall be authorized and protected in relying on, such instructions. Each definitive Certificate so delivered shall evidence Notes of the same kind and tenor as the Global Certificate so surrendered in respect thereof.

     SECTION 2.7 Private Placement Legend.

     (a) Subject to Section 2.7(b), each Certificate that constitutes a “restricted security” within the meaning of Rule 144 under the Securities Act shall bear a legend (the “Private Placement Legend”) in substantially the following form:

THE OFFER AND SALE OF THIS SECURITY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT OR AN EXEMPTION FROM THE REGISTRATION AND PROSPECTUS-DELIVERY REQUIREMENTS OF THE SECURITIES ACT.

     (b) Notwithstanding anything to the contrary in the Indenture, (i) Certificates executed, authenticated and delivered upon a transfer of any interest in a Certificate bearing the Private Placement Legend shall also bear the Private Placement Legend unless there is delivered to the Trustee, the Security Registrar and the Company an opinion of counsel reasonably satisfactory to the Company and addressed to the Company to the effect, or other reasonable proof, that such Private Placement Legend need not be applied to such Certificates; (ii) the Trustee, the Security Registrar and the Company may refuse to effect any transfer of an interest

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in a Certificate unless there is delivered to the Trustee, the Security Registrar and the Company an opinion of counsel reasonably satisfactory to the Company and addressed to the Company to the effect, or other reasonable proof, that such transfer complies with the registration and prospectus-delivery requirements of the Securities Act or is exempt from such requirements; and (iii) the Company may, in its sole and absolute discretion, and subject to the receipt of any opinion(s) of counsel or other document(s) it deems appropriate, cause the Private Placement Legend to be removed from any Certificate (including, without limitation, a Certificate that constitutes a “restricted security” within the meaning of Rule 144 under the Securities Act but that is eligible for resale pursuant to Rule 144(b)(1) under the Securities Act). The Trustee shall have no obligation or duty to monitor, determine or inquire as to compliance with any restrictions on transfer imposed under this Supplemental Indenture or under applicable law with respect to any transfer of any interest in any Certificate (including any transfers between or among participants in the Depositary, members or Beneficial Owners in any Global Certificate) other than to require delivery of such certificates and other documentation or evidence as are expressly required by, and to do so if and when expressly required by, the terms of this Supplemental Indenture, and to examine the same to determine substantial compliance as to form with the express requirements hereof.

     SECTION 2.8 Interest.

     (a) Interest shall accrue on the principal amount of the Notes at a rate per annum equal to the Note Interest Rate. The Note Interest Rate shall initially be equal to the Initial Note Interest Rate and shall thereafter be subject to adjustment pursuant to  Section 3.2. The Company shall pay interest on the Notes, payable quarterly in arrears, on March 15, June 15, September 15, and December 15 of each year (each such date, an “Interest Payment Date”), commencing on, and including, March 15, 2011. Interest that is due on a Note on any March 15, June 15, September 15, or December 15 shall be paid to the person who is the Holder of such Note as of the close of business on the immediately preceding March 1, June 1, September 1, or December 1, respectively (whether or not such date is a Business Day) (each such date, a “Regular Record Date”). Interest on a Note shall accrue on the principal amount of such Note from, and including, the most recent date to which interest has been paid or provided for or, if no interest has been paid, from, and including, the date such Note was first issued, in each case to, but excluding, the next Interest Payment Date or the Stated Maturity date of the principal of such Note, as the case may be. Interest will be computed on the basis of a 360-day year of twelve 30-day months. Section 4.01(b) of the Base Indenture shall not apply to the Notes.

     (b) The Notes shall not be entitled to any sinking fund payments.

     SECTION 2.9 Redemption. Notwithstanding anything to the contrary in the Indenture, the Company shall not have the right to redeem any Notes prior to the Redemption Trigger Date. The Company shall have the right, at the Company’s option, at any time, and from time to time, to redeem all or any part of the Notes, on any date (the “Redemption Date”) on or after the Redemption Trigger Date (such Redemption Date to be selected by the Company), at a price payable in cash equal to the Note Redemption Price. Notwithstanding anything to the contrary in the Indenture, if a Redemption Date is after the Regular Record Date for a payment of interest on such Note and on or before the next Interest Payment Date of such Note, then such payment of interest shall, notwithstanding such redemption, be made, on such Interest Payment Date, to the

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Holder of such Note as of the close of business on such Regular Record Date. Each redemption pursuant to this  Section 2.9 shall be subject to Article III of the Base Indenture, except that, for purposes of the Notes, Sections 3.03(a), 3.04, 3.05 and 3.06 of the Base Indenture shall not apply. Notwithstanding Section 3.02 of the Base Indenture, the notice of the foregoing redemption need not set forth the Note Redemption Price but only the manner of calculation thereof. The Company shall notify the Trustee of the Note Redemption Price promptly after the determination thereof and the Trustee shall have no responsibility for any such determination.

          If the giving of notice of redemption shall have been completed as above provided, the Securities or portions of Securities of the series to be redeemed specified in such notice shall become due and payable on the date and at the place stated in such notice at the applicable redemption price, and interest on such Securities or portions of Securities shall cease to accrue on and after the date fixed for redemption, unless the Company shall default in the payment of such redemption price with respect to any such Security or portion thereof. On presentation and surrender of such Securities on or after the date fixed for redemption at the place of payment specified in the notice, said Securities shall be paid and redeemed at the applicable redemption price for such series.

     SECTION 2.10 CUSIP Numbers. The Company may use one or more “CUSIP” numbers for the Notes, and, if the Company does so, the Trustee shall, as a convenience to Holders, use the CUSIP numbers in notices to Holders; provided, however, that no representation is hereby deemed to be made by the Trustee as to the correctness or accuracy of the CUSIP numbers printed on the notice or on the Notes; provided further, that reliance may be placed only on the other identification numbers printed on the Notes, and the effectiveness of any such notice shall not be affected by any defect in, or omission of, such CUSIP numbers. The Company shall promptly notify the Trustee of any change in the CUSIP numbers.

     SECTION 2.11 Security Registrar and Paying Agent. The Company initially appoints the Trustee as the Security Registrar and Paying Agent for the Notes.

     SECTION 2.12 Ranking. The indebtedness of the Company arising under or in connection with this Supplemental Indenture and every outstanding Note issued under this Supplemental Indenture from time to time constitutes and will constitute a senior unsecured obligation of the Company, ranking equally with other existing and future senior unsecured indebtedness of the Company and ranking senior to any existing or future subordinated indebtedness of the Company.

     SECTION 2.13 Form of Notes. The Notes and the Trustee’s Certificate of Authentication to be endorsed thereon are to be substantially in the forms set forth in Exhibit A hereto.

ARTICLE III
Remarketing

     SECTION 3.1 Obligation to Conduct Remarketing and Related Requirements.

     (a) Except as provided in the immediately following sentence, there shall, in accordance with the Indenture, occur a Remarketing of the Notes, the Remarketing Settlement

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Date of which Remarketing shall occur during the First Remarketing Settlement Date Period; provided, however, that if such Remarketing is a Failed Remarketing, then there shall, in accordance with the Indenture, occur a second Remarketing of the Notes, the Remarketing Settlement Date of which Remarketing shall occur during the Second Remarketing Settlement Date Period; provided further that if such second Remarketing is a Failed Remarketing, then there shall, in accordance with the Indenture, occur a third Remarketing of the Notes, the Remarketing Settlement Date of which Remarketing shall occur during the Third Remarketing Settlement Date Period. Notwithstanding anything in the Indenture to the contrary, in no event shall the Company be obligated (but the Company may, in its sole discretion, nonetheless elect) to conduct a Remarketing at any time when no Normal Common Equity Units are outstanding, and a Final Failed Remarketing shall be deemed not to occur (and no Holder shall be entitled to exercise a Put Right pursuant to  Article IV) if the Company elects, in accordance with this sentence, not to conduct a Remarketing.

     (b) The Company shall appoint a nationally recognized investment banking firm as Remarketing Agent and enter into a Remarketing Agreement at least thirty (30) days before the Applicable Stock Purchase Date. The Company may appoint different Remarketing Agents for Remarketings with different Applicable Stock Purchase Dates, provided, however, that the Company shall appoint a Remarketing Agent and cause the related Remarketing Agreement to be in effect for the period commencing not less than thirty (30) days prior to the related Applicable Stock Purchase Date and ending no earlier than the earlier of (A) such Applicable Stock Purchase Date; and (B) the determination, in accordance with this  Article III, that the related Remarketing is a Successful Remarketing or Failed Remarketing. Each Remarketing Agreement shall include such terms, conditions and other provisions as the Company and the applicable Remarketing Agent may agree between themselves but shall in any event provide substantially to the following effect with respect to the applicable Remarketing:

     (i) that such Remarketing Agent will use its commercially reasonable efforts to obtain a cash price for the Notes to be remarketed in such Remarketing which results in gross proceeds equal to at least the sum of (I) the Remarketing Fee; (II) one hundred percent (100%) of the aggregate principal amount of such Notes; (III) the Interest Make-Whole of such Notes; and (IV) the product of five basis points (0.05%) and the aggregate principal amount of such Notes (such sum, the “Successful Remarketing Gross Proceeds Amount”);

     (ii) that, subject to and in accordance with  Section 3.2, such Remarketing Agent will reset the Note Interest Rate in order to give effect to  Section 3.1(b)(i);

     (iii) that such Remarketing Agent will, if such Remarketing is Successful, deduct the Remarketing Fee from the gross proceeds of such Remarketing and remit any proceeds remaining after such deduction as follows (allocated to the Notes that participated in such Remarketing on a pro rata basis in proportion to their principal amounts):

     (1) to the extent such net proceeds relate to Notes that form part of any Normal Common Equity Unit(s), such Remarketing Agent shall remit such remaining proceeds to the Securities Intermediary (as defined in the Pledge

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Agreement) for application in accordance with Section 5.9(a) of the Pledge Agreement; and

     (2) to the extent such net proceeds relate to Separate Notes, such Remarketing Agent shall remit such remaining proceeds to or at the direction of the Custodial Agent for payment to the Holders of such Separate Notes; and

     (iv) that the Remarketing Fee for such Remarketing will be as agreed among the Company and such Remarketing Agent and set forth in the Remarketing Agreement.

     (c) The Company shall use its commercially reasonable efforts to effect the Remarketing of the Notes as set forth in this  Article III. In the sole judgment of the Company, the Company may elect to file, and cause to become effective, a registration statement under the Securities Act registering the sale of all Notes to be remarketed in a Remarketing, which registration statement shall be in a form that enables the Remarketing Agent to effect sales of such Notes in such Remarketing pursuant to such registration statement. If the Company shall not have so elected to file and make effective such a registration statement with respect to a Remarketing, then the Company and the Remarketing Agent shall use their commercially reasonable efforts to effect such Remarketing pursuant to Rule 144A under the Securities Act or another available exemption from the registration and prospectus-delivery requirements of the Securities Act.

     SECTION 3.2 Reset of Note Interest Rate in Connection with Successful Remarketing.

     (a) Subject to and in accordance with this  Article III, the applicable Remarketing Agent shall, in connection with a Successful Remarketing, reset the Note Interest Rate to a new rate (the “Reset Rate”), rounded to the nearest one-thousandth of one percent (0.001%) per annum, and such Reset Rate shall, if such Remarketing is Successful, apply to all Notes (whether or not such Notes were included in such Remarketing) from, and including, the Remarketing Settlement Date of such Remarketing; provided, however, that:

     (i) if the Applicable Stock Purchase Date corresponding to such Remarketing is not the Second Delayed Stock Purchase Date, then the Reset Rate shall in no event exceed a rate per annum equal to the Reset Cap;

     (ii) if such Applicable Stock Purchase Date is the Second Delayed Stock Purchase Date, then the Reset Cap shall not apply to the Reset Rate for such Remarketing; and

     (iii) the Reset Rate shall in no event be less than zero percent (0%) per annum in connection with such Remarketing.

     (b) If a Remarketing is Successful, then the applicable Remarketing Agent shall, no later than 4:30 P.M., New York City time, on the Remarketing Settlement Date for such Remarketing, notify the Company and the Trustee and the Stock Purchase Contract Agent (i) that such Remarketing was Successful and (ii) of the Reset Rate for such Remarketing.

     (c) If a Remarketing is not Successful and is not a Final Failed Remarketing, then:

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     (i) no Notes shall be sold in such Remarketing;

     (ii) the Note Interest Rate shall not be changed in connection with such Remarketing (it being understood that the Note Interest Rate may, in accordance with the provisions of the Indenture, be changed in connection with a subsequent Remarketing that is Successful); and

     (iii) the Company and the applicable Remarketing Agent shall attempt another Remarketing in accordance with, and subject to, Section 3.1(a).

     (d) If a Remarketing is a Final Failed Remarketing, then:

     (i) no Notes shall be sold in such Remarketing;

     (ii) no subsequent Remarketing shall take place;

     (iii) the Note Interest Rate shall not be changed in connection with such Remarketing;

     (iv) subject to the provisions of the Pledge Agreement and, in the case of any Note that forms part of any Pledged Common Equity Units, the Indemnification Security Agreement, each Note that was included in such Final Failed Remarketing and that is part of any Normal Common Equity Unit shall, if the Holder thereof has exercised its Put Right with respect to such Note in accordance herewith, be transferred to the Company pursuant to Article IV, and the portion of the Put Consideration for such Note equal to the principal amount of such Note shall be applied, by the Stock Purchase Contract Agent, in full satisfaction of the obligations of such Holder under the related Stock Purchase Contracts to pay the related Purchase Price; and

     (v) each Note that was included in such Final Failed Remarketing shall, if the Holder thereof has not exercised its Put Right with respect to such Note in accordance with the Indenture, be returned to such Holder thereof in accordance with the Stock Purchase Contract Agreement, the Pledge Agreement and, in the case of Notes forming part of Pledged Common Equity Units, the Indemnification Security Agreement.

     SECTION 3.3 Remarketing Procedures.

     (a) The Stock Purchase Contract Agreement provides that the Company shall give Holders (as defined therein) of Common Equity Units, and the Company shall give Holders of Separate Notes notice of a Remarketing at least thirty (30) Business Days before the related Applicable Stock Purchase Date. Such notice shall set forth:

     (i) the procedures a beneficial owner must follow if it holds its Notes as a component of a Normal Common Equity Unit to elect not to participate in such Remarketing, and the date by which such election must be made;

     (ii) the procedures a beneficial owner must follow if it holds Separate Notes to elect to participate in such Remarketing; and

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     (iii) if the Applicable Stock Purchase Date corresponding to such Remarketing is the Second Delayed Stock Purchase Date, the procedures a beneficial owner of Normal Common Equity Units must follow in the event such Remarketing is a Failed Remarketing in order to elect not to exercise its Put Right.

     (b) On each Remarketing Settlement Date, each outstanding Note forming part of a Normal Common Equity Unit will be tendered or deemed tendered to the applicable Remarketing Agent for Remarketing unless the Holder thereof elects not to participate in such Remarketing. Each Holder of Notes forming part of a Normal Common Equity Unit, by purchasing such Common Equity Unit, agrees to have such Notes remarketed in any Remarketing (unless such Holder elects not to participate in such Remarketing as provided in the Indenture and in the Stock Purchase Contract Agreement and Pledge Agreement) and authorizes the applicable Remarketing Agent to take any and all actions on its behalf necessary to effect such Remarketing. Each Holder of Notes forming part of a Normal Common Equity Unit shall have the right to elect not to have such Notes sold pursuant to a Remarketing, which right may be exercised by electing, no later than the close of business on the eleventh (11th) Business Day immediately before the Applicable Stock Purchase Date of such Remarketing, Cash Settlement to apply to such Normal Common Equity Unit in accordance with, and subject to, Section 5.2(b) of the Stock Purchase Contract Agreement and Section 5.6 of the Pledge Agreement.

     (c) Each Holder of Separate Notes may elect to have such Separate Notes remarketed in any Remarketing by notifying the Custodial Agent and delivering such Separate Notes to the Custodial Agent before the close of business on the twenty fifth (25th) Business Day immediately before the Applicable Stock Purchase Date of such Remarketing, in accordance with the Pledge Agreement; provided, however, that, notwithstanding anything in the Indenture to the contrary, no Holder of a Separate Note may so elect to include such Separate Note in a Remarketing unless the principal amount of such Separate Note is an integral multiple of one thousand dollars ($1,000). No such notice and delivery may be conditioned upon the level at which the Reset Rate is established in the Remarketing or any other condition, and each such notice containing any such condition shall be null and void. Each such notice and delivery may be withdrawn before the close of business on the twenty-fifth (25th) Business Day immediately before such Applicable Stock Purchase Date in accordance with the Pledge Agreement. Each such notice and delivery, if not withdrawn in accordance with the immediately preceding sentence, shall be irrevocable with respect to such Remarketing. Pursuant to Section 5.9(c) of the Pledge Agreement, no later than 11:00 A.M., New York City time, on the twenty-fourth (24th) Business Day immediately before the Applicable Stock Purchase Date of a Remarketing, the Custodial Agent, based on the notices and deliveries received by it before such time, shall notify the applicable Remarketing Agent of the aggregate principal amount of Separate Notes to be tendered in such Remarketing and shall cause such Separate Notes to be presented to such Remarketing Agent.

     (d) If a Remarketing is Successful, then the applicable Remarketing Agent shall deduct the Remarketing Fee to which it is entitled as provided in Section 3.1(b)(iii) and the related Remarketing Agreement from the gross proceeds of such Remarketing and remit the net proceeds as provided in Section 3.1(b)(iii).

16

     (e) If a Remarketing is Successful, then the Company shall issue a press release through Bloomberg Business News or another reasonable means of distribution stating that such Remarketing was Successful and specifying the Reset Rate and shall post such information on its corporate website.

     (f) If a Remarketing is a Failed Remarketing, then the Company shall issue a press release through Bloomberg Business News or another reasonable means of distribution stating that such Remarketing was a Failed Remarketing and shall publish such information on its corporate website.

     (g) The right of each Holder to have its Notes remarketed and sold in connection with any Remarketing shall be limited to the extent that (i) the applicable Remarketing Agent conducts a Remarketing pursuant to the terms of the Remarketing Agreement; (ii) such Remarketing Agent is able to find a purchaser or purchasers for the Notes offered in such Remarketing in accordance with this Article III and the Remarketing Agreement; and (iii) such purchaser or purchasers deliver the purchase price therefor in cash to such Remarketing Agent as and when required.

     (h) Neither the Company nor any Remarketing Agent shall be obligated in any case to provide funds to make payment upon tender of Notes for remarketing.

ARTICLE IV
Put Right of Holders

     SECTION 4.1 Put Right upon a Final Failed Remarketing. Subject to Section 4.2 and Section 4.3, if there has occurred a Final Failed Remarketing, then Holders of Notes forming part of any Common Equity Unit shall have the right (the “Put Right”) to require the Company to purchase, on the Second Delayed Stock Purchase Date, such Notes for cash (the “Put Consideration”) in an amount equal to the principal amount of the Notes to be purchased by the Company plus the unpaid interest thereon that has accrued to, but not including, the Second Delayed Stock Purchase Date.

     SECTION 4.2 Exercise of Put Right. The Put Right of a Holder of Notes forming part of any Normal Common Equity Units shall automatically, without any action of such Holder, be deemed to be exercised on the Second Delayed Stock Purchase Date; provided, however, such Put Right shall be deemed not to be exercised if (1) a Final Failed Remarketing does not occur; or (2) such Holder duly elects Cash Settlement to apply to such Normal Common Equity Units in accordance with, and subject to, Section 5.2(b) Stock Purchase Contract Agreement and Section 5.6 of the Pledge Agreement (including, without limitation, the due payment, in accordance therewith, in lawful money of the United States by certified or cashier’s check or wire transfer of immediately available funds payable to or upon the order of the Securities Intermediary (as defined in the Stock Purchase Contract Agreement), of the aggregate purchase price payable pursuant to the applicable Stock Purchase Contracts of such Normal Common Equity Units). Notwithstanding anything in the Indenture to the contrary, in no event shall a Holder be permitted to exercise the Put Right unless the principal amount of the Notes as to which the Put Right is exercised is an integral multiple of one thousand dollars ($1,000).

17

     SECTION 4.3 Pledge Agreement and Indemnification Security Agreement. The rights of each Holder of Notes forming part of any Normal Common Equity Unit, including such Holders’ Put Rights, shall, if such Holder is the Initial Holder (as defined in the Stock Purchase Contract Agreement) of such Normal Common Equity Units, be subject to the security interest in such Notes in favor of the Company provided for in the Pledge Agreement and, in the case of Notes that form part of any Pledged Common Equity Units, the Indemnification Security Agreement.

ARTICLE V
Events of Default, Waiver and Notice

     SECTION 5.1 Events of Default.

     (a) Notwithstanding anything to the contrary in the Indenture, an “Event of Default,” when used in the Indenture with respect to the Notes, means any one or more of the following events that shall have occurred and be continuing (it being understood that this definition of “Event of Default” shall supersede the definition thereof set forth in Section 6.01(a) of the Base Indenture):

     (i) the Company defaults in the payment of any installment of interest upon the Notes, as and when the same shall become due and payable, and the continuance of such default for a period of thirty (30) consecutive days;

     (ii) the Company defaults in the payment of the principal of the Notes as and when the same shall become due and payable, whether at maturity, upon redemption or otherwise;

     (iii) the Company fails to observe or perform any other of its covenants or agreements with respect to the Notes contained in the Indenture (other than a covenant or agreement that has been expressly included in the Indenture solely for the benefit of one or more series of Securities other than the Notes) for a period of ninety (90) days after the date on which written notice of such failure, requiring the same to be remedied and stating that such notice is a “Notice of Default” under the Indenture, shall have been given to the Company by the Trustee, by registered or certified mail, or to the Company and the Trustee by the holders of at least twenty-five percent (25%) in principal amount of the Notes at the time Outstanding;

     (iv) the entry by a court of competent jurisdiction of:

     (1) a decree or order for relief in respect of the Company in an involuntary proceeding under any applicable Bankruptcy Law, and such decree or order shall remain unstayed and in effect for a period of sixty (60) consecutive days;

     (2) a decree or order adjudging the Company to be insolvent, or approving a petition seeking reorganization, arrangement, adjustment or composition of the Company, and such decree or order shall remain unstayed and in effect for a period of sixty (60) consecutive days; or

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     (3) a final and non-appealable order appointing a Custodian of the Company, or of any substantial part of the property of the Company, or ordering the winding up or liquidation of the affairs of the Company; or

     (v) the Company, pursuant to or within the meaning of any Bankruptcy Law; either (1) commences a voluntary case or proceeding; (2) consents to the entry of an order for relief against it in an involuntary case or proceeding; (3) files a petition or answer or consent seeking reorganization or relief or consents to such filing or to the appointment of or taking possession by a Custodian of it or for all or substantially all of its property, and such Custodian is not discharged within sixty (60) days; (4) makes a general assignment for the benefit of its creditors; or (5) admits in writing its inability to pay its debts generally as they become due.

     (b) Notwithstanding anything to the contrary in the Indenture, Section 6.01(b) of the Base Indenture shall not apply to the Notes. If an Event of Default (other than an Event of Default specified in  Section 5.1(a)(iv) or  Section 5.1(a)(v) of this Supplemental Indenture) with respect to the Notes at the time Outstanding occurs and is continuing, either the Trustee or the Holders of no less than twenty-five percent (25%) in aggregate principal amount of the Notes then Outstanding, by notice in writing to the Company (and to the Trustee if by such Holders), may declare the principal amount of, and all accrued but unpaid interest on, all the Outstanding Notes to be due and payable immediately, and upon such declaration the same shall become and shall be immediately due and payable. If an Event of Default specified in  Section 5.1(a)(iv) or  Section 5.1(a)(v) of this Supplemental Indenture with respect to the Notes at the time Outstanding occurs, the principal amount of, and all accrued but unpaid interest on, all the Outstanding Notes shall automatically become and be immediately due and payable without any declaration or other act on the part of the Trustee or any Holder.

     (c) Notwithstanding anything to the contrary in the Indenture, Section 6.01(c) of the Base Indenture shall not apply to the Notes. At any time after the principal of, and accrued and unpaid interest on, the Notes shall have become due and payable pursuant to an acceleration in accordance with  Section 5.1(b) of this Supplemental Indenture, and before any judgment or decree for the payment of the moneys due shall have been obtained or entered as hereinafter provided, the Holders of a majority in aggregate principal amount of the Notes then Outstanding, by written notice to the Company and the Trustee, may rescind and annul such acceleration and its consequences if: (i) the Company has paid or deposited with the Trustee a sum sufficient to pay all matured installments of interest on all Outstanding Notes and the principal of all Notes that shall have become due otherwise than by acceleration (with interest upon such principal and, to the extent that such payment is enforceable under applicable law, upon overdue installments of interest, in each case at an interest rate, per annum, equal to the Note Interest Rate) and all amounts payable to the Trustee under Section 7.06 of the Base Indenture; and (ii) any and all Events of Default under the Indenture, other than the nonpayment of principal on the Notes that shall have become due solely on account of such acceleration, shall have been remedied or waived as provided in Section 6.08 of the Base Indenture. No such rescission and annulment shall extend to or shall affect any subsequent default or impair any right consequent thereon.

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ARTICLE VI
Miscellaneous Provisions

     SECTION 6.1 Effectiveness. This Supplemental Indenture will become effective upon its execution and delivery.

     SECTION 6.2 Further Assurances. The Company will, at its own cost and expense, execute and deliver any documents or agreements, and take any other actions, which the Trustee or its counsel may from time to time reasonably request in order to assure the Trustee of the benefits of the rights granted to the Trustee under the Indenture.

     SECTION 6.3 Ratification of Base Indenture. The Base Indenture as supplemented by this Supplemental Indenture, is in all respects ratified and confirmed.

     SECTION 6.4 Governing Law. Each of this Supplemental Indenture, the Indenture and the Notes shall be deemed to be a contract made under the internal laws of the State of New York, and for all purposes shall be construed in accordance with the laws of said State.

     SECTION 6.5 Counterparts. This Supplemental Indenture may be executed in any number of counterparts, each of which shall be an original, but such separate counterparts shall together constitute but one and the same instrument.

     SECTION 6.6 Trustee Not Responsible for Recital. The recitals herein contained are made by the Company and not by the Trustee, and the Trustee assumes no responsibility for the correctness thereof. The Trustee makes no representation as to the validity or sufficiency of this Supplemental Indenture, the Notes or any Component Notes.

     SECTION 6.7 Tax Treatment. The Company and each holder of Notes agree to treat the Notes as having an issue price equal to their principal amount for purposes of Section 1274 of the Internal Revenue Code of 1986, as amended, and therefore as having been issued with no original issue discount.

[Remainder of Page Intentionally Left Blank; Signature Page Follows]

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     In Witness Whereof, the parties hereto have caused this Supplemental Indenture to be duly executed as of the day and year first above written.

MetLife, Inc.
By:	/s/ Steven J. Goulart
	Name:	Steven J. Goulart
	Title:	Senior Vice President and Treasurer
The Bank of New York Mellon Trust Company, N.A., as Trustee
By:	/s/ Richard Tarnas
	Name:	Richard Tarnas
	Title:	Authorized Signatory

EXHIBIT A

[FACE OF SECURITY]

MetLife, Inc.

Series D Senior Debentures due 2024

{For inclusion in Global Certificates only: THIS CERTIFICATE IS A GLOBAL CERTIFICATE WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF CEDE & CO., AS NOMINEE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (THE “DEPOSITARY”), THE DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY. THIS CERTIFICATE IS EXCHANGEABLE FOR CERTIFICATES REGISTERED IN THE NAME OF A PERSON OTHER THAN THE DEPOSITARY OR ITS NOMINEE ONLY IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE, AND NO TRANSFER OF THIS CERTIFICATE (OTHER THAN A TRANSFER OF THIS CERTIFICATE AS A WHOLE BY THE DEPOSITARY TO A NOMINEE OF THE DEPOSITARY OR BY A NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY) MAY BE REGISTERED EXCEPT IN LIMITED CIRCUMSTANCES.

UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITARY FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REQUESTED IN THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITARY (AND ANY PAYMENT HEREON IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITARY), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL SINCE THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.}

{Restricted security legend: THE OFFER AND SALE OF THIS SECURITY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT OR AN EXEMPTION FROM THE REGISTRATION AND PROSPECTUS-DELIVERY REQUIREMENTS OF THE SECURITIES ACT.}

THE NOTES ARE THE UNSECURED AND UNSUBORDINATED OBLIGATIONS OF METLIFE, INC. AND ARE NOT DEPOSITS, SAVINGS ACCOUNTS OR OTHER OBLIGATIONS OF ANY BANK OR SAVINGS ASSOCIATION. THE NOTES ARE NOT INSURED BY THE FEDERAL DEPOSIT INSURANCE CORPORATION, THE BANK INSURANCE FUND OR ANY OTHER GOVERNMENT AGENCY OR INSURER.

A-1

MetLife, Inc.

Series D Senior Debenture due 2024

No. _____________	{CUSIP No. 59156R BB3}
	{ISIN No. US59156RBB33}

MetLife, Inc., a Delaware corporation (the “Company,” which term includes any successor to MetLife, Inc. under the Indenture referred to below), for value received, hereby promises to pay to _________________, or registered assigns, the principal sum of _____________________ dollars ($__________) {Insert for Global Securities or Pledged Debt Securities (as defined in the Pledge Agreement): or such principal sum as shall be set forth in Schedule of Exchanges of Interests in the [Global Security] [Pledged Debt Security] attached hereto} on June 15, 2024 or on such other date as shall be provided for in the Supplemental Indenture referred to on the reverse hereof and to pay interest thereon, as provided on the reverse hereof, until the principal and any unpaid and accrued interest are paid or duly provided for, in each case subject to the terms of the Indenture referred to below.

The provisions on the back of this certificate are incorporated as if set forth on the face hereof.

In Witness Whereof, the Company has caused this instrument to be executed.

Dated:                                         

MetLife, Inc.
By:
	Name:
	Title:

Attest:

By:
	Name:
	Title:

A-2

CERTIFICATE OF AUTHENTICATION

This is one of the Notes referred to in the within-mentioned Indenture.

Dated:                                                   

The Bank of New York Mellon Trust        Company, N.A., as Trustee
By:
	Authorized Signatory

A-3

[REVERSE OF SECURITY]

MetLife, Inc.

Series D Senior Debenture due 2024

This Debenture is one of a duly authorized series (the “Notes”) of the Securities (as defined in the Base Indenture) of the Company, issued under and pursuant to an Indenture, dated as of November 9, 2001 (the “Base Indenture”), between the Company and The Bank of New York Mellon Trust Company, N.A. (as successor in interest to J.P. Morgan Trust Company, National Association (as successor to Bank One Trust Company, N.A.)), as trustee (the “Trustee”), as supplemented by the Twenty-First Supplemental Indenture, dated as of November 1, 2010 between the Company and the Trustee (the “Supplemental Indenture,” and, together with the Base Indenture, the “Indenture”). Reference is hereby made to the Indenture, which sets forth the rights, limitations, obligations, duties and immunities of the Trustee, the Company and the Holders of the Notes. Capitalized terms used in this Note that are not defined in this Note shall have the respective meanings ascribed to them in the Indenture.

Interest on a Note shall accrue on the principal amount of such Note from, and including, the most recent date to which interest has been paid or provided for or, if no interest has been paid, from, and including, the date such Note was first issued, in each case to, but excluding, the next Interest Payment Date or the Stated Maturity date of the principal of such Note, as the case may be. The initial rate per annum at which interest accrues on the Notes is the Initial Note Interest Rate, which rate is subject to reset in connection with a Successful Remarketing, as set forth in the Indenture. The Interest Payment Dates are March 15, June 15, September 15, and December 15 of each year, commencing on, and including, March 15, 2011, and the Regular Record Dates are the immediately preceding March 1, June 1, September 1, or December 1, respectively (whether or not such date is a Business Day). Interest will be computed on the basis of a 360-day year of twelve 30-day months.

The Company shall not have the right to redeem any Notes prior to the Redemption Trigger Date. The Company shall have the right, at the Company’s option, at any time, and from time to time, to redeem all or any part of the Notes, on any date (the “Redemption Date”) on or after the Redemption Trigger Date (such Redemption Date to be selected by the Company), at a price payable in cash equal to the Note Redemption Price. Notwithstanding anything to the contrary in the Indenture, if a Redemption Date is after the Regular Record Date for a payment of interest on such Note and on or before the next Interest Payment Date of such Note, then such payment of interest shall, notwithstanding such redemption, be made, on such Interest Payment Date, to the Holder of such Note as of the close of business on such Regular Record Date. The Notes shall not be entitled to any sinking fund payments.

This Note maybe subject to up to three (3) Remarketings, as provided in the Indenture. Subject to the terms of the Indenture, the applicable Remarketing Agent shall, in connection with a Successful Remarketing, reset the Note Interest Rate to a new rate (the “Reset Rate”), rounded to the nearest one-thousandth of one percent (0.001%) per annum, and such Reset Rate shall, if

A-4

such Remarketing is Successful, apply to all Notes (whether or not such Notes were included in such Remarketing) from, and including, the Remarketing Settlement Date of such Remarketing.

If an Event of Default shall have occurred and be continuing, the principal amount of, and accrued and unpaid interest on, all of the Notes may become due and payable immediately, subject to the terms of the Indenture.

The Indenture contains provisions permitting the Company and the Trustee, with the consent of the Holders of not less than a majority in aggregate principal amount of the Notes at the time Outstanding to execute supplemental indentures for the purpose of, among other things, adding any provisions to or changing in any manner or eliminating any of the provisions of the Indenture or of any supplemental indenture or of modifying in any manner the rights of the Holders of the Notes; provided, however, that, among other things, no such supplemental indenture shall, without the consent of the Holders of each Note then Outstanding and affected thereby, (i) reduce the principal amount thereof, or reduce the rate or extend the time of payment of interest thereon, or (ii) reduce the percentage in principal amount of outstanding Notes, the consent of whose Holders is required for modification or amendment of the Indenture. The Indenture also contains provisions permitting the Holders of not less than a majority in principal amount of the Outstanding Notes, on behalf of the Holders of all the Notes, waive any past default under the Indenture with respect to the Notes and its consequences, other than certain defaults set forth in the Indenture.

Prior to due presentment for registration of transfer of this Note, the Company, the Trustee, any paying agent and the Security Registrar may deem and treat the registered holder hereof as the absolute owner hereof (whether or not this Note shall be overdue and notwithstanding any notice of ownership or writing hereon made by anyone other than the Security Registrar) for the purpose of receiving payment of or on account of the principal hereof and (subject to the applicable record dates) interest due hereon and for all other purposes, and neither the Company nor the Trustee nor any paying agent nor any Security Registrar shall be affected by any notice to the contrary.

No recourse shall be had for the payment of the principal of or the interest on this Note, or for any claim based hereon, or otherwise in respect hereof, or based on or in respect of the Indenture, against any incorporator, shareholder, officer or director, past, present or future, as such, of the Company or of any predecessor or successor corporation, whether by virtue of any constitution, statute or rule of law, or by the enforcement of any assessment or penalty or otherwise, all such liability being, by the acceptance hereof and as part of the consideration for the issuance hereof, expressly waived and released.

The Notes are issuable only in registered form without coupons, in principal amounts equal to an integral multiple of one thousand dollars ($1,000). Subject to the terms of the Indenture, the Notes are exchangeable for a like aggregate principal amount of Notes of a different authorized denomination, as requested by the Holder surrendering the same.

This Note shall be deemed to be a contract made under the internal laws of the State of New York, and for all purposes shall be construed in accordance with the laws of said State.

A-5

[FORM OF ASSIGNMENT]

I or we assign to
PLEASE INSERT SOCIAL SECURITY OR OTHER
IDENTIFYING NUMBER

(please print or type name and address)

the within Note and all rights thereunder, and hereby irrevocably constitute and appoint

as attorney to transfer the Security on the books of the Company with full power of substitution in the premises.

Dated:
	NOTICE: The signature on this assignment must correspond with the name as it appears upon the face of the within Security in every particular without alteration or enlargement or any change whatsoever and be guaranteed by a guarantor institution participating in the Securities Transfer Agents Medallion Program or in such other guarantee program acceptable to the Trustee.
Signature Guarantee:

A-6

SCHEDULE OF EXCHANGES OF INTERESTS IN THE [GLOBAL SECURITY] [PLEDGED
DEBT SECURITY]¹

     The following exchanges of a part of this Global Security [Pledged Debt Security] for an interest in a [Global Security] [Pledged Debt Security] or for Securities in certificated form, have been made:

			Principal amount of
			this [Global
	Amount of decrease	Amount of Increase	Security] [Pledged	Signature of
	in principal amount	in principal amount	Debt Security]	authorized
	of this [Global	of this [Global	following	signatory of
	Security] [Pledged	Security] [Pledged	such decrease	Trustee or note
Date of Exchange	Debt Security]	Debt Security]	or increase	custodian

¹ This is included in Global Certificates or Pledged Debt Securities only.

A-7

EX-4.7

Exhibit 4.7

Execution Version

Twenty-Second Supplemental Indenture

between

MetLife, Inc.
as Issuer

and

The Bank of New York Mellon Trust Company, N.A.,
as Trustee

Dated as of November 1, 2010

Table of Contents

	Page
ARTICLE I Definitions and Other Provisions of General Application		1
SECTION 1.1 Definitions		1
SECTION 1.2 Scope and Conflicts with Base Indenture		7
ARTICLE II General Terms and Conditions of the Series Notes		8
SECTION 2.1 Designation and Principal Amount		8
SECTION 2.2 Maturity		8
SECTION 2.3 Form and Payment		8
SECTION 2.4 Global Notes		8
SECTION 2.5 Appointment of Successor Depositary		10
SECTION 2.6 Definitive Certificates		10
SECTION 2.7 Private Placement Legend		11
SECTION 2.8 Interest		12
SECTION 2.9 Redemption		12
SECTION 2.10 Bifurcation of Notes into Two Tranches Prior to Remarketing		13
SECTION 2.11 CUSIP Numbers		15
SECTION 2.12 Security Registrar and Paying Agent		15
SECTION 2.13 Ranking		15
SECTION 2.14 Form of Notes		15
ARTICLE III Remarketing		16
SECTION 3.1 Obligation to Conduct Remarketing and Related Requirements		16
SECTION 3.2 Reset of Component Note Interest Rates in Connection with Successful Remarketing		17
SECTION 3.3 Remarketing Procedures		19
ARTICLE IV Put Right of Holders		21
SECTION 4.1 Put Right upon a Final Failed Remarketing		21
SECTION 4.2 Exercise of Put Right		21
SECTION 4.3 Pledge Agreement and Indemnification Security Agreement		21
ARTICLE V Events of Default, Waiver and Notice		21
SECTION 5.1 Events of Default		21
ARTICLE VI Miscellaneous Provisions		23
SECTION 6.1 Effectiveness		23
SECTION 6.2 Further Assurances		23
SECTION 6.3 Ratification of Base Indenture		23
SECTION 6.4 Governing Law		23
SECTION 6.5 Counterparts		24
EXHIBIT A Form of Notes		A-1

i

     Twenty-Second Supplemental Indenture, dated as of November 1, 2010 (this “Supplemental Indenture”), between MetLife, Inc., a Delaware corporation (the “Company,” which term includes any successor to MetLife, Inc. under the Indenture defined below), and The Bank of New York Mellon Trust Company, N.A., as trustee (the “Trustee”), supplementing the Indenture, dated as of November 9, 2001 (the “Base Indenture” and, together with this Supplemental Indenture, the “Indenture”), between the Company and The Bank of New York Mellon Trust Company, N.A. (as successor in interest to J.P. Morgan Trust Company, National Association (as successor to Bank One Trust Company, N.A.)), as trustee.

Recitals

     Whereas, the Company executed the Base Indenture and delivered the same to the Trustee to provide for the future issuance of the Company’s unsecured senior debentures, notes or other evidence of indebtedness (the “Securities”) to be issued from time to time in one or more series as may be determined by the Company under the Base Indenture;

     Whereas, pursuant to the terms of the Indenture and this Supplemental Indenture, the Company desires to provide for the establishment of a new series of its Securities (hereafter defined as the Notes), with the form and substance of such Notes, and the terms, provisions and conditions thereof, to be set forth herein as provided in the Indenture;

     Whereas, the Company has requested that the Trustee execute and deliver this Supplemental Indenture; and

     Whereas, all requirements necessary to make this Supplemental Indenture a valid instrument in accordance with its terms, and to make the Notes, when executed by the Company and authenticated and delivered by the Trustee, the valid obligations of the Company, have been done and performed, and the execution and delivery of this Supplemental Indenture have been duly authorized in all respects.

     Now, Therefore, in consideration of the purchase and acceptance of the Notes by the holders thereof, and for the purpose of setting forth, as provided in the Indenture, the form and substance of the Notes, and the terms, provisions and conditions thereof, the Company covenants and agrees with the Trustee as follows:

ARTICLE I
Definitions and Other Provisions of General Application

     SECTION 1.1 Definitions. Unless the context otherwise requires or unless otherwise set forth herein:

     (a) a term not defined herein that is defined in the Base Indenture has the same meaning when used in this Supplemental Indenture;

     (b) the definition of any term in this Supplemental Indenture that is also defined in the Base Indenture, shall, for purposes of the Notes, supersede the definition of such term in the Base Indenture;

1

     (c) the terms defined in this Article I have the meanings assigned to them in this Article I and include the plural as well as the singular, and nouns and pronouns of the masculine gender include the feminine and neuter genders;

     (d) all accounting terms not otherwise defined herein have the meanings assigned to them in accordance with generally accepted accounting principles in the United States as in effect at the time the relevant calculation is to be made;

     (e) all references to an Article, Section or other subdivision or Exhibit refer to an Article, Section or other subdivision of, or Exhibit to, this Supplemental Indenture;

     (f) references to dollars (including references to “$”) shall be deemed to refer to U.S. dollars;

     (g) headings are for convenience of reference only and do not affect interpretation;

     (h) the term “or” shall not be exclusive;

     (i) the words “herein,” “hereof” and “hereunder,” and other words of similar import, refer to this Supplemental Indenture as a whole and not to any particular Article, Section, Exhibit or other subdivision of this Supplemental Indenture; and

     (j) for purposes of the Notes and this Supplemental Indenture, but not any other Securities or any other indenture supplemental to the Base Indenture, the following terms have the meanings given to them in this Section 1.1(j):

     “Actual Stock Purchase Date” means (i) the Initial Stock Purchase Date, if the first (1st) Remarketing is Successful; (ii) the First Delayed Stock Purchase Date, if the first (1st) Remarketing is not Successful and the second (2nd) Remarketing is Successful; or (iii) the Second Delayed Stock Purchase Date if neither the first (1st) Remarketing nor the second (2nd) Remarketing is Successful.

     “Applicable Stock Purchase Date” means (i) with respect to the first (1st) Remarketing, the Initial Stock Purchase Date; (ii) with respect to a second (2nd) Remarketing, the First Delayed Stock Purchase Date; and (iii) with respect to a third (3rd) Remarketing, the Second Delayed Stock Purchase Date.

     “Beneficial Owner” means, with respect to a Book-Entry Interest, a Person who is the beneficial owner of such Book-Entry Interest as reflected on the books of the Depositary or on the books of a Person maintaining an account with such Depositary (directly as a participant in the Depositary or as an indirect participant, in each case in accordance with the rules of such Depositary).

     “Bifurcation” has the meaning set forth in Section 2.10(a).

     “Bifurcation Date” means the Interest Payment Date on or immediately before the Initial Stock Purchase Date.

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     “Book-Entry Interest” means a beneficial interest in a Global Certificate, registered in the name of a Depositary or a nominee thereof, ownership and transfers of which shall be maintained and made through book entries by such Depositary as described in Section 2.4.

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

     “Cash Settlement” has the meaning set forth in the Stock Purchase Contract Agreement.

     “Certificate” means a certificate, executed by the Company and authenticated by the Trustee or Authenticating Agent in accordance with the Indenture, evidencing part or all of the Notes or the Component Notes.

     The phrase “close of business” means 5:00 p.m., New York City time.

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

     “Component Note” means a First Tranche Note or a Second Tranche Note, as applicable. For purposes of the Indenture, (i) a Component Note will be deemed to form part of a Common Equity Unit if such Component Note forms part of a Note that forms part of such Common Equity Unit; and (ii) a Component Note will be deemed not to form part of a Common Equity Unit if such Component Note does not form part of a Note that forms part of any Common Equity Unit.

     “Component Note Interest Rate” means (i) with respect to the First Tranche Notes, the First Tranche Note Interest Rate; and (ii) with respect to the Second Tranche Notes, the Second Tranche Note Interest Rate.

     “Custodial Agent” has the meaning set forth in the Pledge Agreement.

     “Event of Default” has the meaning set forth in Section 5.1.

     “Excess Proceeds Remarketing Amount” means, with respect to each Note being remarketed in a Remarketing, an amount equal to the excess, if any, of (i) the gross proceeds of such Remarketing attributable to such Note over (ii) the sum of (A) the Remarketing Fee attributable to such Note and (B) the Par Proceeds Remarketing Amount attributable to such Note.

     “Failed Remarketing” means a Remarketing that is not Successful.

     “Final Failed Remarketing” means the occurrence of a Remarketing whose Applicable Stock Purchase Date is the Second Delayed Stock Purchase Date, which Remarketing is a Failed Remarketing.

     “First Delayed Stock Purchase Date” means the date that is three (3) calendar months after the Initial Stock Purchase Date.

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     “First Remarketing Settlement Date Period” means the period that begins on, and includes, the fifth (5th) Business Day immediately preceding the Initial Stock Purchase Date and ends on, and includes, the Initial Stock Purchase Date.

     “First Tranche Note” means a Note of the Company that shall be issued pursuant to the Base Indenture as provided in Section 2.10 and shall have such other terms set forth in Section 2.10, the designation of which Note shall be the phrase “Series E Senior Component Debentures, Tranche 1, due 2018”.

     “First Tranche Note Interest Rate” means, as of any time, the rate at which interest accrues, in accordance with the Indenture, on the First Tranche Notes, which rate shall initially be the stated annual interest rate on the Notes.

     “Global Certificate” means a Certificate that evidences part or all of the Notes and is registered in the name of a Depositary or a nominee thereof.

     “Indemnification Security Agreement” means the Indemnification Collateral Account Security and Control Agreement, dated as of November 1, 2010, by and among the Company, ALICO Holdings LLC, Deutsche Bank Trust Company Americas, in its capacity as Securities Intermediary thereunder, Deutsche Bank Trust Company Americas, in its capacity as Pledge Collateral Agent thereunder, for certain limited purposes, Deutsche Bank Trust Company Americas, in its capacity as Stock Purchase Contract Agent under the Pledge Agreement, and, for certain limited purposes, American International Group, Inc.

     “Initial Note Interest Rate” means a rate per annum equal to 2.463%.

     “Initial Stock Purchase Date” means the later of (1) the date that is six (6) calendar months after the “Second Stock Purchase Date” (as defined in the Stock Purchase Contract Agreement); and (2) the Initial Scheduled Third Stock Purchase Date (as defined in the Stock Purchase Contract Agreement) Initial Scheduled First Stock Purchase Date (as defined in the Stock Purchase Contract Agreement).

     “Interest Make-Whole” means, with respect to Component Notes to be offered for resale in a Remarketing, an amount equal to the unpaid interest on such Component Notes that will have accrued to, but not including, the Applicable Stock Purchase Date of such Remarketing; provided, however, that if the Remarketing Settlement Date of such Remarketing is after the close of business on a record date for the payment of interest on such Component Notes and on or before the next succeeding interest payment date for such Component Notes, then the Interest Make-Whole of such Component Notes shall be an amount equal to zero (0).

     “Interest Payment Date” has the meaning set forth in Section 2.8(a).

     “Normal Common Equity Unit” has the meaning set forth in the Stock Purchase Contract Agreement.

     “Note Interest Rate” means, as of any time, the rate at which interest accrues, in accordance with Section 2.8, on the Notes.

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     “Note Redemption Price” means, with respect to each Component Note to be redeemed on a Redemption Date, the sum of (1) the greater of (A) the principal amount of such Component Note; and (B) the present value, as of such Redemption Date, of all remaining scheduled principal and interest payments on such Component Note from, but excluding, such Redemption Date through, and including, the Stated Maturity date of the principal of such Component Note (not including any portion of such payments of interest that have accrued, or for which the Regular Record Date has occurred, as of such Redemption Date), such present value to be calculated using discounting, on a semi-annual basis assuming a 360-day year consisting of twelve 30-day months, at a discount rate equal to the lesser of (i) the Treasury Rate plus fifty (50) basis points and (ii) fifteen percent (15%); and (2) (without duplication) unpaid interest that has accrued on such Component Note to, but excluding, such Redemption Date; provided, however, that if such Redemption Date is after the Regular Record Date for a payment of interest on such Component Note and on or before the next Interest Payment Date of such Component Note, then (x) pursuant to the third sentence of Section 2.9, such payment of interest shall, notwithstanding such redemption, be made, on such Interest Payment Date, to the Holder of such Component Note as of the close of business on such Regular Record Date; (y) for avoidance of doubt, such present value in clause (1)(B) above shall be calculated excluding such payment of interest; and (z) clause (2) above will be deemed to be equal to zero (0). Notwithstanding anything in the Indenture to the contrary, the present value to be calculated pursuant to clause (1)(B) above shall be calculated assuming that the Component Note Interest Rate of such tranche of Component Notes in effect at the open of business on the applicable Redemption Date will not thereafter be changed. The Note Redemption Price shall be calculated by the Company.

     “Notes” has the meaning set forth in Section 2.1.

     The phrase “open of business” means 9:00 a.m., New York City time.

     “Par Proceeds Remarketing Amount” means, in connection with a Remarketing, an amount, for each Note being remarketed in such Remarketing, equal to 100% of the aggregate principal amount of such Note.

     “Pledge Agreement” means the Pledge Agreement, dated as of November 1, 2010, among the Company, Deutsche Bank Trust Company Americas, as Collateral Agent, Custodial Agent and Securities Intermediary (each as defined in the Stock Purchase Contract Agreement), and Deutsche Bank Trust Company Americas, as Stock Purchase Contract Agent and attorney-in-fact for the holders of the Stock Purchase Contracts, as amended or supplemented from time to time.

     “Pledged Common Equity Units” means Common Equity Units that are pledged under the Indemnification Security Agreement to secure the obligations set forth in the Indemnification Security Agreement.

     “Private Placement Legend” has the meaning set forth in Section 2.7.

     “Purchase Price” has the meaning set forth in the Stock Purchase Contract Agreement.

     “Put Consideration” has the meaning set forth in Section 4.1.

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     “Put Right” has the meaning set forth in Section 4.1.

     “Redemption Date” has the meaning set forth in Section 2.9.

     “Redemption Trigger Date” means the following date, as applicable: (i) in the event there shall have occurred a Remarketing that is Successful, the second (2nd) anniversary of the Applicable Stock Purchase Date of such Remarketing; or (ii) in the event there shall have occurred a Final Failed Remarketing, the Second Delayed Stock Purchase Date.

     “Regular Record Date” has the meaning set forth in Section 2.8.

     “Remarketing” means a remarketing of the Component Notes pursuant to Article III and the related Remarketing Agreement.

     “Remarketing Agent” means, as to a Remarketing and related Remarketing Agreement, the remarketing agent and any successor or replacement remarketing agent for such Remarketing, as appointed by the Company pursuant to Section 3.1(c).

     “Remarketing Agreement” means, with respect to a Remarketing, the remarketing agreement entered into among the Company, the Stock Purchase Contract Agent and the Remarketing Agent pursuant to Section 3.1(c) with respect to such Remarketing.

     “Remarketing Fee” means, as to the Remarketing Agent and a Remarketing, the fee of the Remarketing Agent for such Remarketing, as provided for in the related Remarketing Agreement.

     “Remarketing Settlement Date” means, for any Remarketing, the date on which, in accordance herewith, the purchase and sale of the Component Notes that are subject to such Remarketing close and delivery of such Component Notes is made against payment therefor; provided, however, that the First Tranche Notes cannot have a Remarketing Settlement Date that is different from the Remarketing Settlement Date of the Second Tranche Notes.

     “Reset Cap” means a rate per annum equal to the sum of (1) the prevailing market yield per annum, as determined by the Remarketing Agent, of the benchmark U.S. Treasury Security having a remaining maturity that most closely corresponds to the remaining maturity of the applicable tranche of Component Notes; and (2) 750 basis points.

     “Reset Rate” has the meaning set forth in Section 3.2(a).

     “Second Delayed Stock Purchase Date” means the date that is three (3) calendar months after the First Delayed Stock Purchase Date.

     “Second Remarketing Settlement Date Period” means the period that begins on, and includes, the fifth (5th) Business Day immediately preceding the First Delayed Stock Purchase Date and ends on, and includes, the First Delayed Stock Purchase Date.

     “Second Tranche Note” means a Note of the Company that shall be issued pursuant to the Base Indenture as provided in Section 2.10 and shall have such other terms set forth in

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Section 2.10, the designation of which Note shall be the phrase “Series E Senior Component Debentures, Tranche 2, due 2045”.

     “Second Tranche Note Interest Rate” means, as of any time, the rate at which interest accrues, in accordance with the Indenture, on the Second Tranche Notes, which rate shall initially be the stated annual interest rate on the Notes.

     “Securities Act” means the Securities Act of 1933, as amended.

     “Separate Notes” means Notes not forming part of any Common Equity Unit.

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

     “Stock Purchase Contract Agent” means Deutsche Bank Trust Company Americas, solely in its capacity as stock purchase contract agent and any successor thereto as stock purchase contract agent, under the Stock Purchase Contract Agreement.

     “Stock Purchase Contract Agreement” means the Stock Purchase Contract Agreement, dated as of November 1, 2010, between the Company and the Stock Purchase Contract Agent, as amended or supplemented from time to time.

     “Successful” means, with respect to a Remarketing, that (1) such Remarketing was conducted in accordance with Article III; (2) no later than 4:00 P.M., New York City time, on the Remarketing Settlement Date of such Remarketing, each Component Note that is subject to such Remarketing has been sold by the applicable Remarketing Agent; (3) the aggregate cash gross proceeds from such sale have been delivered to such Remarketing Agent no later than 4:00 P.M., New York City time, on such Remarketing Settlement Date; and (4) such aggregate cash gross proceeds are not less than the Successful Remarketing Gross Proceeds Amount for such Remarketing.

     “Successful Remarketing Gross Proceeds Amount” has the meaning set forth in Section 3.1(c)(i).

     “Third Remarketing Settlement Date Period” means the period that begins on, and includes, the fifth (5th) Business Day immediately preceding the Second Delayed Stock Purchase Date and ends on, and includes, the Second Delayed Stock Purchase Date.

     “Treasury Rate” means, with respect to any Redemption Date for a Component Note to be redeemed, the prevailing market yield per annum of the benchmark U.S. Treasury Security having a remaining maturity, as of such Redemption Date, that most closely corresponds to the Stated Maturity of the principal of such Component Note. The Treasury Rate shall be calculated on the third (3rd) Business Day preceding such Redemption Date.

     SECTION 1.2 Scope and Conflicts with Base Indenture. The changes, modifications and supplements to the Base Indenture effected by this Supplemental Indenture shall only be applicable with respect to, and govern the terms of, the Notes and shall not apply to any other series of Securities that have been, or that may be, issued under the Base Indenture, unless a

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supplemental indenture with respect to such other series of Securities specifically incorporates such changes, modifications and supplements.

If the terms of this Supplemental Indenture, or of the Notes, conflict or are inconsistent with any of the terms of the Base Indenture, then the terms of this Supplemental Indenture, or of the Notes, as applicable, shall govern the Notes to the extent of such conflict or inconsistency.

ARTICLE II
General Terms and Conditions of the Series Notes

     SECTION 2.1 Designation and Principal Amount. There is hereby authorized a series of Securities (the Securities of such series, the “Notes”), which shall be designated the “Series E Senior Debentures due 2045.” The initial aggregate principal amount of the Notes to be issued is one billion dollars ($1,000,000,000.00), which initial amount to be issued shall be set forth in a written order of the Company for the initial authentication and delivery of the Notes pursuant to the Indenture, such order to be signed by an authorized officer of the Company. The Company may, from time to time and without the consent of the holders of Notes, create further securities having the same terms and conditions as the Notes in all respects (or in all respects except for the issue date, the date of the first payment of interest thereon, the issue price or the initial interest accrual date), so that such further issue shall be consolidated and form a single series with the outstanding Notes, provided that such further securities are fungible with the outstanding Notes for U.S. federal income tax purposes. The Notes shall have no premium. Notes may be issued only in principal amounts equal to an integral multiple of two thousand dollars ($2,000) and Component Notes may be issued only in principal amounts equal to an integral multiple of one thousand dollars ($1,000).

     SECTION 2.2 Maturity. The Stated Maturity of the Notes shall be the Stated Maturity of the principal of the Second Tranche Notes.

     SECTION 2.3 Form and Payment. Except as provided in Section 2.4, the Notes shall be issued in definitive, fully registered form without interest coupons. Principal of, and interest on, the Notes issued in definitive form shall be payable, the transfer of such Notes will be registrable, and such Notes will be exchangeable for Notes bearing identical terms and provisions, in each case at the office or agency of the Trustee; provided, however, that payment of interest on any Note may be made, at the option of the Company, by check mailed to the Person entitled thereto at such address as shall appear in the Security Register or by wire transfer in immediately available funds to the bank account number of such Person specified in writing to the Trustee at least five (5) Business Days prior to the applicable Interest Payment Date by such Person and entered in the Security Register by the Security Registrar.

     SECTION 2.4 Global Notes.

     (a) Notwithstanding anything in the Indenture to the contrary, unless the Company elects, in its sole and absolute discretion, to issue the Certificates in the form of one or more fully registered Global Certificates, (i) the provisions of Section 2.4(b) shall not apply; (ii) the Certificates representing the initial one billion dollars ($1,000,000,000.00) aggregate principal amount of the Notes to be issued hereunder shall not initially be issued in the form of Global

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Certificates and such Notes shall not initially be Global Securities; and (iii) Section 2.11 of the Base Indenture shall not apply to the Notes.

     (b) Each Certificate to be issued in the form of one or more fully registered Global Certificates shall be delivered to the Depositary or its custodian by, or on behalf of, the Company. The initial Depositary, if any, shall be set forth in an Officers’ Certificate or in a Board Resolution. Such Global Certificates shall initially be registered on the books of the Security Registrar in the name of Cede & Co., the nominee of the Depositary, and no Beneficial Owner will receive a definitive Certificate representing such Beneficial Owner’s interest in such Global Certificate, except as provided in Section 2.6. Unless and until definitive, fully registered Certificates have been issued to Beneficial Owners pursuant to Section 2.6:

     (i) the provisions of this Section 2.4(b) shall be in full force and effect;

     (ii) the Company, the Trustee and each Paying Agent and Security Registrar shall be entitled to deal with the Depositary for all purposes of the Indenture (including, without limitation, making payments of principal or interest on the Notes and receiving approvals, votes or consents pursuant to the Indenture) as the Holder of the Notes and the sole holder of the Global Certificates and shall have no obligation to the Beneficial Owners; provided, however, that any Beneficial Owner may directly enforce against the Company, without the involvement of the Depositary or any other Person, its right to receive definitive Certificates pursuant to Section 2.6;

     (iii) subject to Section 2.4(a), to the extent that the provisions of this Section 2.4(b) conflict with any other provisions of the Indenture, the provisions of this Section 2.4(b) shall control; and

     (iv) the rights of the Beneficial Owners shall be exercised only through the Depositary and shall be limited to those established by law and agreements between such Beneficial Owners and the Depositary or the Depositary Participants; provided, however, that any Beneficial Owner may directly enforce against the Company, without the involvement of the Depositary or any other Person, its right to receive definitive Certificates pursuant to Section 2.6.

     Transfers of securities evidenced by Global Certificates shall be made through the facilities of the Depositary, and any cancellation of, or increase or decrease in the principal amount of, the Notes evidenced by such Global Certificates shall be accomplished by making appropriate annotations on the Schedule of Increases and Decreases for such Global Certificate.

     The Trustee shall have no responsibility or obligation to any Beneficial Owner of a Global Certificate, any participant in the Depositary or other Person with respect to the accuracy of the records of the Depositary or its nominee or of any such participant or member thereof, with respect to any ownership interest in Global Certificates or with respect to the delivery to any such participant, member, Beneficial Owner or other Person (other than the Depositary) of any notice or the payment of any amount, under or with respect to such Global Certificates.

     Every Global Certificate authenticated, executed and delivered hereunder shall bear a legend in substantially the following form:

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THIS CERTIFICATE IS A GLOBAL CERTIFICATE WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF CEDE & CO., AS NOMINEE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (THE “DEPOSITARY”), THE DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY. THIS CERTIFICATE IS EXCHANGEABLE FOR CERTIFICATES REGISTERED IN THE NAME OF A PERSON OTHER THAN THE DEPOSITARY OR ITS NOMINEE ONLY IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE, AND NO TRANSFER OF THIS CERTIFICATE (OTHER THAN A TRANSFER OF THIS CERTIFICATE AS A WHOLE BY THE DEPOSITARY TO A NOMINEE OF THE DEPOSITARY OR BY A NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY) MAY BE REGISTERED EXCEPT IN LIMITED CIRCUMSTANCES.

UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITARY FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REQUESTED IN THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITARY (AND ANY PAYMENT HEREON IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITARY), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL SINCE THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.

     SECTION 2.5 Appointment of Successor Depositary. If the Notes are represented in the form of one or more fully registered Global Certificates and an event set forth in Section 2.6(ii)(1) or Section 2.6(ii)(2) occurs, the Depositary elects to discontinue its services as securities depositary with respect to such Notes, then the Company may, in its sole discretion, appoint a successor Depositary with respect to the Notes.

     SECTION 2.6 Definitive Certificates. If:

     (i) the Notes are represented by one or more fully registered Global Certificates; and

     (ii) either:

     (1) the Depositary notifies the Company that it is unwilling or unable to continue to act as Depositary with respect to the Notes and no successor Depositary has been appointed pursuant to Section 2.5 within ninety (90) days after such notice; or

     (2) the Depositary ceases to be a “clearing agency” registered under Section 17A of the Exchange Act when the Depositary is required to be so registered to act as the Depositary and so notifies the Company, and no successor

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Depositary has been appointed pursuant to Section 2.5 within ninety (90) days after such notice; or

     (3) any Default or Event of Default has occurred and is continuing; or

     (4) a Beneficial Owner provides a written request, upon sixty (60) days prior notice to the Company and the Trustee, that such Beneficial Owner’s interest in the Notes represented by a Global Certificate is to be exchanged for an equivalent interest in the Notes represented by definitive Certificate,

then (x) definitive Certificates may be prepared by the Company with respect to such Notes and delivered to the Trustee and (y) upon surrender of the Global Certificates representing the Notes by the Depositary, accompanied by registration instructions, the Company shall cause definitive Certificates to be delivered to Beneficial Owners in accordance with the instructions of the Depositary. None of the Company, the Trustee, any Paying Agent or any Security Registrar shall be liable for any delay in delivery of such instructions, and each may conclusively rely on, and shall be authorized and protected in relying on, such instructions. Each definitive Certificate so delivered shall evidence Notes of the same kind and tenor as the Global Certificate so surrendered in respect thereof.

     SECTION 2.7 Private Placement Legend.

     (a) Subject to Section 2.7(b), each Certificate that constitutes a “restricted security” within the meaning of Rule 144 under the Securities Act shall bear a legend (the “Private Placement Legend”) in substantially the following form:

THE OFFER AND SALE OF THIS SECURITY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT OR AN EXEMPTION FROM THE REGISTRATION AND PROSPECTUS-DELIVERY REQUIREMENTS OF THE SECURITIES ACT.

     (b) Notwithstanding anything to the contrary in the Indenture, (i) Certificates executed, authenticated and delivered upon a transfer of any interest in a Certificate bearing the Private Placement Legend shall also bear the Private Placement Legend unless there is delivered to the Trustee, the Security Registrar and the Company an opinion of counsel reasonably satisfactory to the Company and addressed to the Company to the effect, or other reasonable proof, that such Private Placement Legend need not be applied to such Certificates; (ii) the Trustee, the Security Registrar and the Company may refuse to effect any transfer of an interest in a Certificate unless there is delivered to the Trustee, the Security Registrar and the Company an opinion of counsel reasonably satisfactory to the Company and addressed to the Company to the effect, or other reasonable proof, that such transfer complies with the registration and prospectus-delivery requirements of the Securities Act or is exempt from such requirements; and (iii) the Company may, in its sole and absolute discretion, and subject to the receipt of any opinion(s) of counsel or other document(s) it deems appropriate, cause the Private Placement Legend to be removed from any Certificate (including, without limitation, a Certificate that

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constitutes a “restricted security” within the meaning of Rule 144 under the Securities Act but that is eligible for resale pursuant to Rule 144(b)(1) under the Securities Act). The Trustee shall have no obligation or duty to monitor, determine or inquire as to compliance with any restrictions on transfer imposed under this Supplemental Indenture or under applicable law with respect to any transfer of any interest in any Certificate (including any transfers between or among participants in the Depositary, members or Beneficial Owners in any Global Certificate) other than to require delivery of such certificates and other documentation or evidence as are expressly required by, and to do so if and when expressly required by, the terms of this Supplemental Indenture, and to examine the same to determine substantial compliance as to form with the express requirements hereof.

     SECTION 2.8 Interest.

     (a) Interest shall accrue on the principal amount of the Notes at a rate per annum equal to the Note Interest Rate. The Note Interest Rate shall initially be equal to the Initial Note Interest Rate and shall thereafter be subject to adjustment pursuant to Section 3.2. The Company shall pay interest on the Notes, payable quarterly in arrears, on March 15, June 15, September 15, and December 15 of each year (each such date, an “Interest Payment Date”), commencing on, and including, March 15, 2011. Interest that is due on a Note on any March 15, June 15, September 15, or December 15 shall be paid to the person who is the Holder of such Note as of the close of business on the immediately preceding March 1, June 1, September 1, or December 1, respectively (whether or not such date is a Business Day) (each such date, a “Regular Record Date”). Interest on a Note shall accrue on the principal amount of such Note from, and including, the most recent date to which interest has been paid or provided for or, if no interest has been paid, from, and including, the date such Note was first issued, in each case to, but excluding, the next Interest Payment Date or the Stated Maturity date of the principal of such Note, as the case may be. Interest will be computed on the basis of a 360-day year of twelve 30-day months. Section 4.01(b) of the Base Indenture shall not apply to the Notes.

     (b) The Notes shall not be entitled to any sinking fund payments.

     SECTION 2.9 Redemption. Notwithstanding anything to the contrary in the Indenture, the Company shall not have the right to redeem any Notes prior to the Redemption Trigger Date. The Company shall have the right, at the Company’s option, at any time, and from time to time, to redeem all or any part of the Component Notes, on any date (the “Redemption Date”) on or after the Redemption Trigger Date (such Redemption Date to be selected by the Company), at a price payable in cash equal to the Note Redemption Price. Notwithstanding anything to the contrary in the Indenture, if a Redemption Date is after the Regular Record Date for a payment of interest on such Component Note and on or before the next Interest Payment Date of such Component Note, then such payment of interest shall, notwithstanding such redemption, be made, on such Interest Payment Date, to the Holder of such Component Note as of the close of business on such Regular Record Date. Each redemption pursuant to this Section 2.9 shall be subject to Article III of the Base Indenture, except that, for purposes of the Notes, Sections 3.03(a), 3.04, 3.05 and 3.06 of the Base Indenture shall not apply. Notwithstanding Section 3.02 of the Base Indenture, the notice of the foregoing redemption need not set forth the Note Redemption Price but only the manner of calculation thereof. The Company shall notify the

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Trustee of the Note Redemption Price promptly after the determination thereof and the Trustee shall have no responsibility for any such determination.

          If the giving of notice of redemption shall have been completed as above provided, the Securities or portions of Securities of the series to be redeemed specified in such notice shall become due and payable on the date and at the place stated in such notice at the applicable redemption price, and interest on such Securities or portions of Securities shall cease to accrue on and after the date fixed for redemption, unless the Company shall default in the payment of such redemption price with respect to any such Security or portion thereof. On presentation and surrender of such Securities on or after the date fixed for redemption at the place of payment specified in the notice, said Securities shall be paid and redeemed at the applicable redemption price for such series.

          For avoidance of doubt, the First Tranche Notes may be redeemed pursuant to this Section 2.9 independently of the Second Tranche Notes, and the Second Tranche Notes may be redeemed pursuant to this Section 2.9 independently of the First Tranche Notes. If any Component Note is, in connection with a redemption, separated from the Note of which it forms a part, then, upon the surrender of such Note to the Paying Agent for redemption, the Company shall execute, the Trustee or Authenticating Agent shall authenticate and the Trustee shall make available for delivery to the Holder of such Note, certificates representing the Component Notes of such Note that are not being redeemed pursuant to such redemption.

     SECTION 2.10 Bifurcation of Notes into Two Tranches Prior to Remarketing.

     (a) Notwithstanding anything to the contrary in the Indenture, effective at the open of business on the Bifurcation Date, each Note outstanding immediately prior to such time shall, automatically and without the act of any Holder, convert into a unit consisting of two (2) tranches (the “Bifurcation”), with each two thousand dollars ($2,000) principal amount of Notes thereafter consisting of (i) one thousand dollars ($1,000.00) principal amount of a First Tranche Note and (ii) one thousand dollars ($1,000.00) principal amount of a Second Tranche Note.

     (b) Notwithstanding anything to the contrary in the Indenture, the terms of each Component Note shall be identical to the terms of the Notes, except as follows:

     (i) Interest shall accrue on the principal amount of the Component Notes at a rate per annum equal to the Component Note Interest Rate applicable to the tranche of such Component Notes. Each of the Note Interest Rates shall initially be equal to the Initial Note Interest Rate and shall thereafter be subject to adjustment pursuant to Section 3.2. Interest on each Component Note shall accrue on the principal amount of such Component Note from, and including, the most recent date to which interest has been paid or provided for or, if no interest has been paid, from, and including, the Bifurcation Date, in each case to, but excluding, the next Interest Payment Date or the Stated Maturity date of the principal amount of such Component Note, as the case may be.

     (ii) The Stated Maturity of the principal of the First Tranche Notes is June 15, 2018; provided, however, that if, after the Bifurcation Date, there shall occur a Remarketing that is Successful, or there shall occur a Final Failed Remarketing that gives

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right to a Put Right pursuant to Section 4.1, then the Stated Maturity of the principal of the First Tranche Notes shall be adjusted to the date that is the thirteenth (13th) Interest Payment Date immediately following the Actual Stock Purchase Date, and such adjustment shall be effective on the Actual Stock Purchase Date.

     (iii) The Stated Maturity of the principal of the Second Tranche Notes is June 15, 2045; provided, however, that if, after the Bifurcation Date, there shall occur a Remarketing that is Successful, or there shall occur a Final Failed Remarketing that gives right to a Put Right pursuant to Section 4.1, then the Stated Maturity of the principal of the Second Tranche Notes shall be adjusted to the date that is the one hundred and twenty-first (121st) Interest Payment Date immediately following the Actual Stock Purchase Date, and such adjustment shall be effective on the Actual Stock Purchase Date.

     (iv) The Holder of a Note that consists of Component Notes shall be deemed to be the Holder of such Component Notes.

     (v) No Component Note shall be separable from the Note of which such Component Note forms part, except pursuant to Section 2.9 or Section 3.1(b), and a Component Note can be separated from the Note of which such Component Note forms part only in integral multiples of one thousand dollars ($1,000) in principal amount of such Component Note.

     (c) Notwithstanding anything to the contrary in the Indenture, from and after the open of business on the Bifurcation Date,

     (i) each Note shall cease to bear interest and no amounts (including, without limitation, principal or interest) shall be payable by the Company on any Note, except for payments due on the Component Notes forming part of such Note; provided, however, that any amounts that were due on any Note prior to the Bifurcation but which were not punctually paid, and which remain overdue, at the open of business on the Bifurcation Date shall, after such time, continue to be payable on each Component Note forming part of such Note pro rata in proportion to the principal amount of such Component Note;

     (ii) upon the separation of any Component Note from a Note,

     (1) the Company shall execute, the Trustee or Authenticating Agent shall authenticate and the Trustee shall make available for delivery to the Holder of such Note, certificates representing the Component Notes of such Note; and

     (2) such Note shall, upon such separation, cease to be outstanding (it being understood that a new Note may thereafter be formed pursuant to Section 2.10(c)(iii));

     (iii) upon request and the surrender, by a Holder, to the Trustee of Component Notes, of each of the two tranches thereof, in sufficient respective principal amounts to create a unit Note having an aggregate principal amount equal to an integral multiple of one thousand dollars ($1,000), the Company shall execute, the Trustee or Authenticating Agent shall authenticate and the Trustee shall make available for delivery to such Holder,

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certificates representing (1) a unit Note of such aggregate principal amount; and (2) if applicable, Component Notes of the applicable tranche or tranches having respective principal amounts equal to the principal amounts thereof, if any, not required to create such unit Note; provided, however, that no such request shall be honored if clause (2) would require the delivery of a Certificate representing a Component Note having an aggregate principal amount that is not an integral multiple of one thousand dollars ($1,000);

     (iv) each Note shall, until the Component Notes forming part of such Note are separated from such Note, constitute a unit security of the Company consisting of the Component Notes forming part of such Note (which unit security is herein sometimes referred to as a “unit Note”);

     (v) the Events of Default in Section 5.1(a) shall cease to apply to the Notes but shall be read instead to apply to the Component Notes, and an Event of Default with respect to one tranche of Component Notes shall not, in itself, be deemed to be an Event of Default with respect to the other tranche of Component Notes.

     (d) The Component Notes and the Trustee’s Certificate of Authentication to be endorsed thereon are to be substantially in the forms set forth in Exhibit A hereto, with such changes as are appropriate to give effect to the provisions of this Section 2.10.

     SECTION 2.11 CUSIP Numbers. The Company may use one or more “CUSIP” numbers for the Notes and/or the Component Notes, and, if the Company does so, the Trustee shall, as a convenience to Holders, use the CUSIP numbers in notices to Holders; provided, however, that no representation is hereby deemed to be made by the Trustee as to the correctness or accuracy of the CUSIP numbers printed on the notice or on the Notes or the Component Notes; provided further, that reliance may be placed only on the other identification numbers printed on the Notes and/or the Component Notes, as applicable, and the effectiveness of any such notice shall not be affected by any defect in, or omission of, such CUSIP numbers. The Company shall promptly notify the Trustee of any change in the CUSIP numbers.

     SECTION 2.12 Security Registrar and Paying Agent. The Company initially appoints the Trustee as the Security Registrar and Paying Agent for the Notes.

     SECTION 2.13 Ranking. The indebtedness of the Company arising under or in connection with this Supplemental Indenture and every outstanding Note issued under this Supplemental Indenture from time to time constitutes and will constitute a senior unsecured obligation of the Company, ranking equally with other existing and future senior unsecured indebtedness of the Company and ranking senior to any existing or future subordinated indebtedness of the Company.

     SECTION 2.14 Form of Notes. The Notes and the Trustee’s Certificate of Authentication to be endorsed thereon are to be substantially in the forms set forth in Exhibit A hereto.

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ARTICLE III
Remarketing

     SECTION 3.1 Obligation to Conduct Remarketing and Related Requirements.

     (a) Except as provided in the immediately following sentence, there shall, in accordance with the Indenture, occur, after the Bifurcation Date, a Remarketing of the Component Notes, the Remarketing Settlement Date of which Remarketing shall occur during the First Remarketing Settlement Date Period; provided, however, that if such Remarketing is a Failed Remarketing, then there shall, in accordance with the Indenture, occur a second Remarketing of the Component Notes, the Remarketing Settlement Date of which Remarketing shall occur during the Second Remarketing Settlement Date Period; provided further that if such second Remarketing is a Failed Remarketing, then there shall, in accordance with the Indenture, occur a third Remarketing of the Component Notes, the Remarketing Settlement Date of which Remarketing shall occur during the Third Remarketing Settlement Date Period. Notwithstanding anything in the Indenture to the contrary, in no event shall the Company be obligated (but the Company may, in its sole discretion, nonetheless elect) to conduct a Remarketing at any time when no Normal Common Equity Units are outstanding, and a Final Failed Remarketing shall be deemed not to occur (and no Holder shall be entitled to exercise a Put Right pursuant to Article IV) if the Company elects, in accordance with this sentence, not to conduct a Remarketing.

     (b) In each Remarketing, the Component Notes forming part of the Notes that are to be included in such Remarketing shall be separately remarketed in such Remarketing and shall, if such Remarketing is Successful, be separated from such Notes. For avoidance of doubt, each tranche of Component Notes may be sold to different Persons and at different prices, subject to the requirements of Section 3.1(c). The closing of the purchase and sale of each tranche of Component Notes in a Remarketing shall occur on the same Remarketing Settlement Date and shall be conditioned upon each other.

     (c) The Company shall appoint a nationally recognized investment banking firm as Remarketing Agent and enter into a Remarketing Agreement at least thirty (30) days before the Applicable Stock Purchase Date. The Company may appoint different Remarketing Agents for Remarketings with different Applicable Stock Purchase Dates, provided, however, that the Company shall appoint a Remarketing Agent and cause the related Remarketing Agreement to be in effect for the period commencing not less than thirty (30) days prior to the related Applicable Stock Purchase Date and ending no earlier than the earlier of (A) such Applicable Stock Purchase Date; and (B) the determination, in accordance with this Article III, that the related Remarketing is a Successful Remarketing or Failed Remarketing. Each Remarketing Agreement shall include such terms, conditions and other provisions as the Company and the applicable Remarketing Agent may agree between themselves but shall in any event provide substantially to the following effect with respect to the applicable Remarketing:

     (i) that such Remarketing Agent will use its commercially reasonable efforts to obtain a cash price for the Component Notes to be remarketed in such Remarketing which results in gross proceeds equal to at least the sum of (I) the Remarketing Fee; (II) one hundred percent (100%) of the aggregate principal amount of such Component Notes; (III) the Interest Make-Whole of such Component Notes; and (IV) the product of

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five basis points (0.05%) and the aggregate principal amount of such Component Notes (such sum, the “Successful Remarketing Gross Proceeds Amount”);

     (ii) that, subject to and in accordance with Section 3.2, such Remarketing Agent will reset the Component Note Interest Rate of each tranche of Component Notes in order to give effect to Section 3.1(c)(i);

     (iii) that such Remarketing Agent will, if such Remarketing is Successful, deduct the Remarketing Fee from the gross proceeds of such Remarketing and remit any proceeds remaining after such deduction as follows (allocated to the Component Notes that participated in such Remarketing on a pro rata basis in proportion to their principal amounts):

     (1) to the extent such net proceeds relate to Notes that form part of any Normal Common Equity Unit(s), such Remarketing Agent shall remit such remaining proceeds to the Securities Intermediary (as defined in the Pledge Agreement) for application in accordance with Section 5.9(a) of the Pledge Agreement; and

     (2) to the extent such net proceeds relate to Separate Notes, such Remarketing Agent shall remit such remaining proceeds to or at the direction of the Custodial Agent for payment to the Holders of such Separate Notes; and

     (iv) that the Remarketing Fee for such Remarketing will be as agreed among the Company and such Remarketing Agent and set forth in the Remarketing Agreement.

     (d) The Company shall use its commercially reasonable efforts to effect the Remarketing of the Component Notes as set forth in this Article III. In the sole judgment of the Company, the Company may elect to file, and cause to become effective, a registration statement under the Securities Act registering the sale of all Component Notes to be remarketed in a Remarketing, which registration statement shall be in a form that enables the Remarketing Agent to effect sales of such Component Notes in such Remarketing pursuant to such registration statement. If the Company shall not have so elected to file and make effective such a registration statement with respect to a Remarketing, then the Company and the Remarketing Agent shall use their commercially reasonable efforts to effect such Remarketing pursuant to Rule 144A under the Securities Act or another available exemption from the registration and prospectus-delivery requirements of the Securities Act.

     SECTION 3.2 Reset of Component Note Interest Rates in Connection with Successful Remarketing.

     (a) Subject to and in accordance with this Article III, the applicable Remarketing Agent shall, in connection with a Successful Remarketing, reset the Component Note Interest Rate of each tranche of Component Notes (which reset Component Note Interest Rates need not, but may, be equal to each other) to a new rate (the “Reset Rate”), rounded to the nearest one-thousandth of one percent (0.001%) per annum, and each such Reset Rate shall, if such Remarketing is Successful, apply to all Component Notes of the applicable tranche (whether or

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not such Component Notes were included in such Remarketing) from, and including, the Remarketing Settlement Date of such Remarketing; provided, however, that:

     (i) if the Applicable Stock Purchase Date corresponding to such Remarketing is not the Second Delayed Stock Purchase Date, then none of the Reset Rates for such Remarketing shall exceed a rate per annum equal to the Reset Cap;

     (ii) if such Applicable Stock Purchase Date is the Second Delayed Stock Purchase Date, then the Reset Cap shall not apply to any Reset Rate for such Remarketing; and

     (iii) none of the Reset Rates shall be less than zero percent (0%) per annum in connection with such Remarketing.

     (b) If a Remarketing is Successful, then the applicable Remarketing Agent shall, no later than 4:30 P.M., New York City time, on the Remarketing Settlement Date for such Remarketing, notify the Company and the Trustee and the Stock Purchase Contract Agent (i) that such Remarketing was Successful and (ii) of the Reset Rates for such Remarketing.

     (c) If a Remarketing is not Successful and is not a Final Failed Remarketing, then:

     (i) no Component Notes shall be sold in such Remarketing;

     (ii) none of the Note Interest Rates shall be changed in connection with such Remarketing (it being understood that the Note Interest Rates may, in accordance with the provisions of the Indenture, be changed in connection with a subsequent Remarketing that is Successful); and

     (iii) the Company and the applicable Remarketing Agent shall attempt another Remarketing in accordance with, and subject to, Section 3.1(a).

     (d) If a Remarketing is a Final Failed Remarketing, then:

     (i) no Component Notes shall be sold in such Remarketing;

     (ii) no subsequent Remarketing shall take place;

     (iii) none of the Note Interest Rates shall be changed in connection with such Remarketing;

     (iv) subject to the provisions of the Pledge Agreement and, in the case of any Note that forms part of any Pledged Common Equity Units, the Indemnification Security Agreement, each Note that was included in such Final Failed Remarketing and that is part of any Normal Common Equity Unit shall, if the Holder thereof has exercised its Put Right with respect to such Note in accordance herewith, be transferred to the Company pursuant to Article IV, and the portion of the Put Consideration for such Note equal to the principal amount of such Note shall be applied, by the Stock Purchase Contract Agent, in

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full satisfaction of the obligations of such Holder under the related Stock Purchase Contracts to pay the related Purchase Price; and

     (v) each Note that was included in such Final Failed Remarketing shall, if the Holder thereof has not exercised its Put Right with respect to such Note in accordance with the Indenture, be returned to such Holder thereof in accordance with the Stock Purchase Contract Agreement, the Pledge Agreement and, in the case of Notes forming part of Pledged Common Equity Units, the Indemnification Security Agreement.

     SECTION 3.3 Remarketing Procedures.

     (a) The Stock Purchase Contract Agreement provides that the Company shall give Holders (as defined therein) of Common Equity Units, and the Company shall give Holders of Separate Notes notice of a Remarketing at least thirty (30) Business Days before the related Applicable Stock Purchase Date. Such notice shall set forth:

     (i) the procedures a beneficial owner must follow if it holds its Notes as a component of a Normal Common Equity Unit to elect not to participate in such Remarketing, and the date by which such election must be made;

     (ii) the procedures a beneficial owner must follow if it holds Separate Notes to elect to participate in such Remarketing; and

     (iii) if the Applicable Stock Purchase Date corresponding to such Remarketing is the Second Delayed Stock Purchase Date, the procedures a beneficial owner of Normal Common Equity Units must follow in the event such Remarketing is a Failed Remarketing in order to elect not to exercise its Put Right.

     (b) On each Remarketing Settlement Date, each outstanding Note forming part of a Normal Common Equity Unit will be tendered or deemed tendered to the applicable Remarketing Agent for Remarketing unless the Holder thereof elects not to participate in such Remarketing. Each Holder of Notes forming part of a Normal Common Equity Unit, by purchasing such Common Equity Unit, agrees to have such Notes remarketed in any Remarketing (unless such Holder elects not to participate in such Remarketing as provided in the Indenture and in the Stock Purchase Contract Agreement and Pledge Agreement) and authorizes the applicable Remarketing Agent to take any and all actions on its behalf necessary to effect such Remarketing. Each Holder of Notes forming part of a Normal Common Equity Unit shall have the right to elect not to have such Notes sold pursuant to a Remarketing, which right may be exercised by electing, no later than the close of business on the eleventh (11th) Business Day immediately before the Applicable Stock Purchase Date of such Remarketing, Cash Settlement to apply to such Normal Common Equity Unit in accordance with, and subject to, Section 5.2(b) of the Stock Purchase Contract Agreement and Section 5.6 of the Pledge Agreement.

     (c) Each Holder of Separate Notes may elect to have such Separate Notes remarketed in any Remarketing by notifying the Custodial Agent and delivering such Separate Notes to the Custodial Agent before the close of business on the twenty fifth (25th) Business Day immediately before the Applicable Stock Purchase Date of such Remarketing, in accordance with the Pledge Agreement; provided, however, that, notwithstanding anything in the Indenture

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to the contrary, no Holder of a Separate Note may so elect to include such Separate Note in a Remarketing unless the principal amount of such Separate Note, and the principal amount of each tranche of Component Notes forming part of such Separate Note, is an integral multiple of one thousand dollars ($1,000). No such notice and delivery may be conditioned upon the level at which any Reset Rate is established in the Remarketing or any other condition, and each such notice containing any such condition shall be null and void. Each such notice and delivery may be withdrawn before the close of business on the twenty-fifth (25th) Business Day immediately before such Applicable Stock Purchase Date in accordance with the Pledge Agreement. Each such notice and delivery, if not withdrawn in accordance with the immediately preceding sentence, shall be irrevocable with respect to such Remarketing. Pursuant to Section 5.9(c) of the Pledge Agreement, no later than 11:00 A.M., New York City time, on the twenty-fourth (24th) Business Day immediately before the Applicable Stock Purchase Date of a Remarketing, the Custodial Agent, based on the notices and deliveries received by it before such time, shall notify the applicable Remarketing Agent of the aggregate principal amount of Separate Notes to be tendered in such Remarketing and shall cause such Separate Notes to be presented to such Remarketing Agent.

     (d) If a Remarketing is Successful, then the applicable Remarketing Agent shall deduct the Remarketing Fee to which it is entitled as provided in Section 3.1(c)(iii) and the related Remarketing Agreement from the gross proceeds of such Remarketing and remit the net proceeds as provided in Section 3.1(c)(iii).

     (e) If a Remarketing is Successful, then the Company shall issue a press release through Bloomberg Business News or another reasonable means of distribution stating that such Remarketing was Successful and specifying the Reset Rates and shall post such information on its corporate website.

     (f) If a Remarketing is a Failed Remarketing, then the Company shall issue a press release through Bloomberg Business News or another reasonable means of distribution stating that such Remarketing was a Failed Remarketing and shall publish such information on its corporate website.

     (g) The right of each Holder to have its Notes remarketed and sold in connection with any Remarketing shall be limited to the extent that (i) the applicable Remarketing Agent conducts a Remarketing pursuant to the terms of the Remarketing Agreement; (ii) such Remarketing Agent is able to find a purchaser or purchasers for the constituent Component Notes offered in such Remarketing in accordance with this Article III and the Remarketing Agreement; and (iii) such purchaser or purchasers deliver the purchase price therefor in cash to such Remarketing Agent as and when required.

     (h) Neither the Company nor any Remarketing Agent shall be obligated in any case to provide funds to make payment upon tender of Component Notes for remarketing.

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ARTICLE IV
Put Right of Holders

     SECTION 4.1 Put Right upon a Final Failed Remarketing. Subject to Section 4.2 and Section 4.3, if there has occurred a Final Failed Remarketing, then Holders of Notes forming part of any Common Equity Unit shall have the right (the “Put Right”) to require the Company to purchase, on the Second Delayed Stock Purchase Date, such Notes for cash (the “Put Consideration”) in an amount equal to the principal amount of the Notes to be purchased by the Company plus the unpaid interest thereon that has accrued to, but not including, the Second Delayed Stock Purchase Date. Notwithstanding anything to the contrary in the Indenture, the Put Right may be exercised only with respect to Notes as a whole and not with respect to a portion of the Component Notes forming a part thereof.

     SECTION 4.2 Exercise of Put Right. The Put Right of a Holder of Notes forming part of any Normal Common Equity Units shall automatically, without any action of such Holder, be deemed to be exercised on the Second Delayed Stock Purchase Date; provided, however, such Put Right shall be deemed not to be exercised if (1) a Final Failed Remarketing does not occur; or (2) such Holder duly elects Cash Settlement to apply to such Normal Common Equity Units in accordance with, and subject to, Section 5.2(b) Stock Purchase Contract Agreement and Section 5.6 of the Pledge Agreement (including, without limitation, the due payment, in accordance therewith, in lawful money of the United States by certified or cashier’s check or wire transfer of immediately available funds payable to or upon the order of the Securities Intermediary (as defined in the Stock Purchase Contract Agreement), of the aggregate purchase price payable pursuant to the applicable Stock Purchase Contracts of such Normal Common Equity Units). Notwithstanding anything in the Indenture to the contrary, in no event shall a Holder be permitted to exercise the Put Right unless the principal amount of the Notes as to which the Put Right is exercised, and the principal amount of each tranche of Component Notes forming part of such Notes, is an integral multiple of one thousand dollars ($1,000).

     SECTION 4.3 Pledge Agreement and Indemnification Security Agreement. The rights of each Holder of Notes forming part of any Normal Common Equity Unit, including such Holders’ Put Rights, shall, if such Holder is the Initial Holder (as defined in the Stock Purchase Contract Agreement) of such Normal Common Equity Units, be subject to the security interest in such Notes in favor of the Company provided for in the Pledge Agreement and, in the case of Notes that form part of any Pledged Common Equity Units, the Indemnification Security Agreement.

ARTICLE V
Events of Default, Waiver and Notice

     SECTION 5.1 Events of Default.

     (a) Notwithstanding anything to the contrary in the Indenture, an “Event of Default,” when used in the Indenture with respect to the Notes, means any one or more of the following events that shall have occurred and be continuing (it being understood that this definition of “Event of Default” shall supersede the definition thereof set forth in Section 6.01(a) of the Base Indenture):

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     (i) the Company defaults in the payment of any installment of interest upon the Notes, as and when the same shall become due and payable, and the continuance of such default for a period of thirty (30) consecutive days;

     (ii) the Company defaults in the payment of the principal of the Notes as and when the same shall become due and payable, whether at maturity, upon redemption or otherwise;

     (iii) the Company fails to observe or perform any other of its covenants or agreements with respect to the Notes contained in the Indenture (other than a covenant or agreement that has been expressly included in the Indenture solely for the benefit of one or more series of Securities other than the Notes) for a period of ninety (90) days after the date on which written notice of such failure, requiring the same to be remedied and stating that such notice is a “Notice of Default” under the Indenture, shall have been given to the Company by the Trustee, by registered or certified mail, or to the Company and the Trustee by the holders of at least twenty-five percent (25%) in principal amount of the Notes at the time Outstanding;

     (iv) the entry by a court of competent jurisdiction of:

     (1) a decree or order for relief in respect of the Company in an involuntary proceeding under any applicable Bankruptcy Law, and such decree or order shall remain unstayed and in effect for a period of sixty (60) consecutive days;

     (2) a decree or order adjudging the Company to be insolvent, or approving a petition seeking reorganization, arrangement, adjustment or composition of the Company, and such decree or order shall remain unstayed and in effect for a period of sixty (60) consecutive days; or

     (3) a final and non-appealable order appointing a Custodian of the Company, or of any substantial part of the property of the Company, or ordering the winding up or liquidation of the affairs of the Company; or

     (v) the Company, pursuant to or within the meaning of any Bankruptcy Law; either (1) commences a voluntary case or proceeding; (2) consents to the entry of an order for relief against it in an involuntary case or proceeding; (3) files a petition or answer or consent seeking reorganization or relief or consents to such filing or to the appointment of or taking possession by a Custodian of it or for all or substantially all of its property, and such Custodian is not discharged within sixty (60) days; (4) makes a general assignment for the benefit of its creditors; or (5) admits in writing its inability to pay its debts generally as they become due.

     (b) Notwithstanding anything to the contrary in the Indenture, Section 6.01(b) of the Base Indenture shall not apply to the Notes. If an Event of Default (other than an Event of Default specified in Section 5.1(a)(iv) or Section 5.1(a)(v) of this Supplemental Indenture) with respect to the Notes at the time Outstanding occurs and is continuing, either the Trustee or the Holders of no less than twenty-five percent (25%) in aggregate principal amount of the Notes

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then Outstanding, by notice in writing to the Company (and to the Trustee if by such Holders), may declare the principal amount of, and all accrued but unpaid interest on, all the Outstanding Notes to be due and payable immediately, and upon such declaration the same shall become and shall be immediately due and payable. If an Event of Default specified in Section 5.1(a)(iv) or Section 5.1(a)(v) of this Supplemental Indenture with respect to the Notes at the time Outstanding occurs, the principal amount of, and all accrued but unpaid interest on, all the Outstanding Notes shall automatically become and be immediately due and payable without any declaration or other act on the part of the Trustee or any Holder.

     (c) Notwithstanding anything to the contrary in the Indenture, Section 6.01(c) of the Base Indenture shall not apply to the Notes. At any time after the principal of, and accrued and unpaid interest on, the Notes shall have become due and payable pursuant to an acceleration in accordance with Section 5.1(b) of this Supplemental Indenture, and before any judgment or decree for the payment of the moneys due shall have been obtained or entered as hereinafter provided, the Holders of a majority in aggregate principal amount of the Notes then Outstanding, by written notice to the Company and the Trustee, may rescind and annul such acceleration and its consequences if: (i) the Company has paid or deposited with the Trustee a sum sufficient to pay all matured installments of interest on all Outstanding Notes and the principal of all Notes that shall have become due otherwise than by acceleration (with interest upon such principal and, to the extent that such payment is enforceable under applicable law, upon overdue installments of interest, in each case at an interest rate, per annum, equal to the Note Interest Rate) and all amounts payable to the Trustee under Section 7.06 of the Base Indenture; and (ii) any and all Events of Default under the Indenture, other than the nonpayment of principal on the Notes that shall have become due solely on account of such acceleration, shall have been remedied or waived as provided in Section 6.08 of the Base Indenture. No such rescission and annulment shall extend to or shall affect any subsequent default or impair any right consequent thereon.

ARTICLE VI
Miscellaneous Provisions

     SECTION 6.1 Effectiveness. This Supplemental Indenture will become effective upon its execution and delivery.

     SECTION 6.2 Further Assurances. The Company will, at its own cost and expense, execute and deliver any documents or agreements, and take any other actions, which the Trustee or its counsel may from time to time reasonably request in order to assure the Trustee of the benefits of the rights granted to the Trustee under the Indenture.

     SECTION 6.3 Ratification of Base Indenture. The Base Indenture as supplemented by this Supplemental Indenture, is in all respects ratified and confirmed.

     SECTION 6.4 Governing Law. Each of this Supplemental Indenture, the Indenture and the Notes shall be deemed to be a contract made under the internal laws of the State of New York, and for all purposes shall be construed in accordance with the laws of said State.

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     SECTION 6.5 Counterparts. This Supplemental Indenture may be executed in any number of counterparts, each of which shall be an original, but such separate counterparts shall together constitute but one and the same instrument.

     SECTION 6.6 Trustee Not Responsible for Recital. The recitals herein contained are made by the Company and not by the Trustee, and the Trustee assumes no responsibility for the correctness thereof. The Trustee makes no representation as to the validity or sufficiency of this Supplemental Indenture, the Notes or any Component Notes.

     SECTION 6.7 Tax Treatment. The Company and each holder of Notes agree to treat the Notes and the Component Notes as having an issue price equal to their principal amount for purposes of Section 1274 of the Internal Revenue Code of 1986, as amended, and therefore as having been issued with no original issue discount.

     [Remainder of Page Intentionally Left Blank; Signature Page Follows]

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     In Witness Whereof, the parties hereto have caused this Supplemental Indenture to be duly executed as of the day and year first above written.

MetLife, Inc.
By:	/s/ Steven J. Goulart
	Name:	Steven J. Goulart
	Title:	Senior Vice President and Treasurer
The Bank of New York Mellon Trust Company, N.A., as Trustee
By:	/s/ Richard Tarnas
	Name:	Richard Tarnas
	Title:	Authorized Signatory

EXHIBIT A

[FACE OF SECURITY]

MetLife, Inc.

Series E Senior Debentures due 2045

{For inclusion in Global Certificates only: THIS CERTIFICATE IS A GLOBAL CERTIFICATE WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF CEDE & CO., AS NOMINEE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (THE “DEPOSITARY”), THE DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY. THIS CERTIFICATE IS EXCHANGEABLE FOR CERTIFICATES REGISTERED IN THE NAME OF A PERSON OTHER THAN THE DEPOSITARY OR ITS NOMINEE ONLY IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE, AND NO TRANSFER OF THIS CERTIFICATE (OTHER THAN A TRANSFER OF THIS CERTIFICATE AS A WHOLE BY THE DEPOSITARY TO A NOMINEE OF THE DEPOSITARY OR BY A NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY) MAY BE REGISTERED EXCEPT IN LIMITED CIRCUMSTANCES.

UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITARY FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REQUESTED IN THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITARY (AND ANY PAYMENT HEREON IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITARY), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL SINCE THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.}

{Restricted security legend: THE OFFER AND SALE OF THIS SECURITY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT OR AN EXEMPTION FROM THE REGISTRATION AND PROSPECTUS-DELIVERY REQUIREMENTS OF THE SECURITIES ACT.}

THE NOTES ARE THE UNSECURED AND UNSUBORDINATED OBLIGATIONS OF METLIFE, INC. AND ARE NOT DEPOSITS, SAVINGS ACCOUNTS OR OTHER OBLIGATIONS OF ANY BANK OR SAVINGS ASSOCIATION. THE NOTES ARE NOT INSURED BY THE FEDERAL DEPOSIT INSURANCE CORPORATION, THE BANK INSURANCE FUND OR ANY OTHER GOVERNMENT AGENCY OR INSURER.

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MetLife, Inc.

Series E Senior Debenture, Tranche [1/2], due 2045

No.	{CUSIP No. 59156R BC1}
	{ISIN No. US59156RBC16}

MetLife, Inc., a Delaware corporation (the “Company,” which term includes any successor to MetLife, Inc. under the Indenture referred to below), for value received, hereby promises to pay to                                         , or registered assigns, the principal sum of                                            dollars ($                    ) {Insert for Global Securities or Pledged Debt Securities (as defined in the Pledge Agreement): or such principal sum as shall be set forth in Schedule of Exchanges of Interests in the [Global Security] [Pledged Debt Security] attached hereto} on June 15, 2045 or on such other date as shall be provided for in the Supplemental Indenture referred to on the reverse hereof and to pay interest thereon, as provided on the reverse hereof, until the principal and any unpaid and accrued interest are paid or duly provided for, in each case subject to the terms of the Indenture referred to below.

The provisions on the back of this certificate are incorporated as if set forth on the face hereof.

In Witness Whereof, the Company has caused this instrument to be executed.

Dated:                                        

MetLife, Inc.
By:
	Name:
	Title:

Attest:
By:
	Name:
	Title:

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CERTIFICATE OF AUTHENTICATION

This is one of the Notes referred to in the within-mentioned Indenture.

Dated:                                         

The Bank of New York Mellon Trust      Company, N.A., as Trustee
By:
	Authorized Signatory

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[REVERSE OF SECURITY]

MetLife, Inc.

Series E Senior Debenture, Tranche [1/2], due 2045

This Debenture is one of a duly authorized series (the “Notes”) of the Securities (as defined in the Base Indenture) of the Company, issued under and pursuant to an Indenture, dated as of November 9, 2001 (the “Base Indenture”), between the Company and The Bank of New York Mellon Trust Company, N.A. (as successor in interest to J.P. Morgan Trust Company, National Association (as successor to Bank One Trust Company, N.A.)), as trustee (the “Trustee”), as supplemented by the Twenty-Second Supplemental Indenture, dated as of November 1, 2010 between the Company and the Trustee (the “Supplemental Indenture,” and, together with the Base Indenture, the “Indenture”). Reference is hereby made to the Indenture, which sets forth the rights, limitations, obligations, duties and immunities of the Trustee, the Company and the Holders of the Notes. Capitalized terms used in this Note that are not defined in this Note shall have the respective meanings ascribed to them in the Indenture.

Interest on a Note shall accrue on the principal amount of such Note from, and including, the most recent date to which interest has been paid or provided for or, if no interest has been paid, from, and including, the date such Note was first issued, in each case to, but excluding, the next Interest Payment Date or the Stated Maturity date of the principal of such Note, as the case may be. The initial rate per annum at which interest accrues on the Notes is the Initial Note Interest Rate, which rate is subject to reset in connection with a Successful Remarketing, as set forth in the Indenture. The Interest Payment Dates are March 15, June 15, September 15, and December 15 of each year, commencing on, and including, March 15, 2011, and the Regular Record Dates are the immediately preceding March 1, June 1, September 1, or December 1, respectively (whether or not such date is a Business Day). Interest will be computed on the basis of a 360-day year of twelve 30-day months.

The Company shall not have the right to redeem any Notes prior to the Redemption Trigger Date. The Company shall have the right, at the Company’s option, at any time, and from time to time, to redeem all or any part of the Component Notes, on any date (the “Redemption Date”) on or after the Redemption Trigger Date (such Redemption Date to be selected by the Company), at a price payable in cash equal to the Note Redemption Price. Notwithstanding anything to the contrary in the Indenture, if a Redemption Date is after the Regular Record Date for a payment of interest on such Component Note and on or before the next Interest Payment Date of such Component Note, then such payment of interest shall, notwithstanding such redemption, be made, on such Interest Payment Date, to the Holder of such Component Note as of the close of business on such Regular Record Date. The Notes shall not be entitled to any sinking fund payments.

Effective at 9:00 a.m., New York City time, on the Interest Payment Date immediately preceding the Initial Stock Purchase Date, each Note outstanding immediately prior to such time shall, automatically and without the act of any Holder, convert into a unit consisting of two (2) tranches (referred to as the Component Notes), with each two thousand dollars ($2,000) principal

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amount of Notes thereafter consisting of (i) one thousand dollars ($1,000.00) principal amount of a First Tranche Note and (ii) one thousand dollars ($1,000.00) principal amount of a Second Tranche Note. The terms of each Component Note shall be identical to the terms of the Notes, except for the Stated Maturity of their principal amount and that the interest rate for each tranche of Component Notes shall be reset independently in connection with a Successful Remarketing, and except as provided in Section 2.10 of the Supplemental Indenture.

This Note maybe subject to up to three (3) Remarketings, as provided in the Indenture. Subject to the terms of the Indenture, the applicable Remarketing Agent shall, in connection with a Successful Remarketing, reset the Component Note Interest Rate of each tranche of Component Notes (which reset Component Note Interest Rates need not, but may, be equal to each other) to a new rate (the “Reset Rate”), rounded to the nearest one-thousandth of one percent (0.001%) per annum, and each such Reset Rate shall, if such Remarketing is Successful, apply to all Component Notes of the applicable tranche (whether or not such Component Notes were included in such Remarketing) from, and including, the Remarketing Settlement Date of such Remarketing.

If an Event of Default shall have occurred and be continuing, the principal amount of, and accrued and unpaid interest on, all of the Notes may become due and payable immediately, subject to the terms of the Indenture.

The Indenture contains provisions permitting the Company and the Trustee, with the consent of the Holders of not less than a majority in aggregate principal amount of the Notes at the time Outstanding to execute supplemental indentures for the purpose of, among other things, adding any provisions to or changing in any manner or eliminating any of the provisions of the Indenture or of any supplemental indenture or of modifying in any manner the rights of the Holders of the Notes; provided, however, that, among other things, no such supplemental indenture shall, without the consent of the Holders of each Note then Outstanding and affected thereby, (i) reduce the principal amount thereof, or reduce the rate or extend the time of payment of interest thereon, or (ii) reduce the percentage in principal amount of outstanding Notes, the consent of whose Holders is required for modification or amendment of the Indenture. The Indenture also contains provisions permitting the Holders of not less than a majority in principal amount of the Outstanding Notes, on behalf of the Holders of all the Notes, waive any past default under the Indenture with respect to the Notes and its consequences, other than certain defaults set forth in the Indenture.

Prior to due presentment for registration of transfer of this Note, the Company, the Trustee, any paying agent and the Security Registrar may deem and treat the registered holder hereof as the absolute owner hereof (whether or not this Note shall be overdue and notwithstanding any notice of ownership or writing hereon made by anyone other than the Security Registrar) for the purpose of receiving payment of or on account of the principal hereof and (subject to the applicable record dates) interest due hereon and for all other purposes, and neither the Company nor the Trustee nor any paying agent nor any Security Registrar shall be affected by any notice to the contrary.

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No recourse shall be had for the payment of the principal of or the interest on this Note, or for any claim based hereon, or otherwise in respect hereof, or based on or in respect of the Indenture, against any incorporator, shareholder, officer or director, past, present or future, as such, of the Company or of any predecessor or successor corporation, whether by virtue of any constitution, statute or rule of law, or by the enforcement of any assessment or penalty or otherwise, all such liability being, by the acceptance hereof and as part of the consideration for the issuance hereof, expressly waived and released.

The Notes are issuable only in registered form without coupons, in principal amounts equal to an integral multiple of two thousand dollars ($2,000) and Component Notes may be issued only in principal amounts equal to an integral multiple of one thousand dollars ($1,000). Subject to the terms of the Indenture, the Notes are exchangeable for a like aggregate principal amount of Notes of a different authorized denomination, as requested by the Holder surrendering the same.

This Note shall be deemed to be a contract made under the internal laws of the State of New York, and for all purposes shall be construed in accordance with the laws of said State.

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[FORM OF ASSIGNMENT]

I or we assign to
PLEASE INSERT SOCIAL SECURITY OR OTHER
IDENTIFYING NUMBER

(please print or type name and address)

the within Note and all rights thereunder, and hereby irrevocably constitute and appoint

as attorney to transfer the Security on the books of the Company with full power of substitution in the premises.

Dated:
	NOTICE: The signature on this assignment must correspond with the name as it appears upon the face of the within Security in every particular without alteration or enlargement or any change whatsoever and be guaranteed by a guarantor institution participating in the Securities Transfer Agents Medallion Program or in such other guarantee program acceptable to the Trustee.

Signature Guarantee:

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SCHEDULE OF EXCHANGES OF INTERESTS IN THE [GLOBAL SECURITY] [PLEDGED DEBT
SECURITY]¹

     The following exchanges of a part of this Global Security [Pledged Debt Security] for an interest in a [Global Security] [Pledged Debt Security] or for Securities in certificated form, have been made:

			Principal amount of
			this [Global
	Amount of decrease	Amount of Increase	Security] [Pledged
	in principal amount	in principal amount	Debt Security]	Signature of
	of this [Global	of this [Global	following	authorized signatory
	Security] [Pledged	Security] [Pledged	such decrease	of Trustee or note
Date of Exchange	Debt Security]	Debt Security]	or increase	custodian

¹ This is included in Global Certificates or Pledged Debt Securities only.

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