Eighth Supplemental Indenture

Eighth Supplemental Indenture

among

MetLife, Inc.,
as Issuer,

The Bank of New York Mellon Trust Company, N.A.,
as Trustee

and

J.P. Morgan Securities inc.,
as Premium Calculation Agent

Dated as of July 8 , 2009

Table of Contents

     EIGHTH SUPPLEMENTAL INDENTURE, dated as of July 8, 2009 (this “ Eighth Supplemental Indenture ”), among MetLife, Inc., a Delaware corporation (the “ Company ”), The Bank of New York Mellon Trust Company, N.A., as trustee (the “ Trustee ”), and J.P. Morgan Securities Inc., as premium calculation agent (the “ Premium Calculation Agent ”), supplementing the Subordinated Indenture, dated as of June 21, 2005 (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 trustee.

Recitals

     WHEREAS, the Company executed and delivered the Base Indenture to the Trustee to provide for the future issuance of the Company’s unsecured subordinated debentures, notes or other evidence of indebtedness (the “ Securities ”), to be issued from time to time in one or more series as might be determined by the Company under the Base Indenture;

     WHEREAS, pursuant to the terms of the Base Indenture and this Eighth Supplemental Indenture (together, the “ Indenture ”), the Company desires to provide for the establishment of a new series of its Securities to be known as its 10.750% Fixed-to-Floating Rate Junior Subordinated Debentures due 2069 (the “ Junior Subordinated Debentures ”), the form and substance of such Junior Subordinated Debentures 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 Eighth Supplemental Indenture; and

     WHEREAS, all requirements necessary to make this Eighth Supplemental Indenture a valid instrument in accordance with its terms, and to make the Junior Subordinated Debentures, 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 Eighth Supplemental Indenture have been duly authorized in all respects.

     NOW, THEREFORE, in consideration of the purchase and acceptance of the Junior Subordinated Debentures by the holders thereof, and for the purpose of setting forth, as provided in the Indenture, the form and substance of the Junior Subordinated Debentures and the terms, provisions and conditions thereof, the Company covenants and agrees with the Trustee as follows:

ARTICLE I
Definitions

     SECTION 1.1 Definitions of Terms.

     Unless the context otherwise requires or unless otherwise set forth herein:

          (a) a term not defined herein that is defined in the Base Indenture, as previously supplemented, has the same meaning when used in this Eighth Supplemental Indenture;

          (b) the definition of any term in this Eighth Supplemental Indenture that is also defined in the Base Indenture, as previously supplemented, shall for the purposes of this Eighth Supplemental Indenture supersede the definition of such term in the Base Indenture, as previously supplemented;

          (c) a term defined anywhere in this Eighth Supplemental Indenture has the same meaning throughout;

          (d) the definition of a term in this Eighth Supplemental Indenture is not intended to have any effect on the meaning or definition of an identical term that is defined in the Base Indenture, as previously supplemented, insofar as the use or effect of such term in the Base Indenture, as previously defined, is concerned;

          (e) the singular includes the plural and vice versa ;

          (f) headings are for convenience of reference only and do not affect interpretation;

          (g) references in this Eighth Supplemental Indenture to “ $ ,” “ U.S. $ ” and “ U.S. dollars ” are to the lawful currency of the United States of America; and

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

     “ Acceleration Date ” has the meaning provided in Section 4.1 hereof.

     “ Adjusted Stockholders’ Equity Amount ” means, as of any quarter end and subject to certain adjustments, the stockholders’ equity of the Company as reflected on the Company’s consolidated GAAP balance sheet as of such quarter end, minus accumulated other comprehensive income as reflected on such consolidated balance sheet.

     “ Alternative Payment Mechanism ” has the meaning provided in Section 6.2(a) hereof.

     “ Annual Statement ” means, as to a U.S. Life Insurance Subsidiary, the annual statement of such U.S. Life Insurance Subsidiary containing its statutory balance sheet and income statement as required to be filed by it with one or more state insurance commissioners or other state insurance regulatory authorities.

     “ Base Indenture ” has the meaning provided in the preamble hereto.

     “ Benchmark Quarter ” means, with respect to any completed fiscal quarter, the fiscal quarter that is ten fiscal quarters prior to such completed fiscal quarter.

     “ Business Day ” means any day (i) 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, and (ii) on or after August 1, 2039, which is a London Banking Day.

     “ Calculation Agent ” means The Bank of New York Mellon Trust Company, N.A., or any other firm appointed by the Company, acting as Calculation Agent.

     “ Commercially Reasonable Efforts ” means commercially reasonable efforts on the part of the Company to complete the offer and sale of Qualifying Capital Securities to third parties that are not Subsidiaries of the Company in public offerings or private placements. For the avoidance of doubt, the Company will not be considered to have made such Commercially Reasonable Efforts to effect such a sale if it determines not to pursue or complete such sale due to pricing, coupon, dividend rate or dilution considerations.

     “ Common Stock ” means shares of common stock of the Company, including treasury shares and shares sold pursuant to the Company’s dividend reinvestment plans and employee benefit plans.

     “ Company ” has the meaning set forth in the preamble hereto.

     “ Company Action Level ” has the meaning specified in the definition of the term Risk Based Capital Ratio.

     “ Comparable Treasury Issue ” means the U.S. Treasury security selected by the Premium Calculation Agent as having a maturity comparable to the term remaining from the Redemption Date to August 1, 2034 (the “ Remaining Life ”) that would be utilized, at the time of selection and in accordance with customary financial practice, in pricing new issues of corporate debt securities of comparable maturity to the Remaining Life.

     “ Comparable Treasury Price ” means, with respect to a Redemption Date (1) the average of five Reference Treasury Dealer Quotations for such Redemption Date, after excluding the highest and lowest Reference Treasury Dealer Quotations, or (2) if the Premium Calculation Agent obtains fewer than five such Reference Treasury Dealer Quotations, the average of all such quotations.

     “ Compounded Interest ” means additional interest on any accrued and unpaid interest to the extent permitted by applicable law at the then applicable interest rate on the Junior Subordinated Debentures.

     “ Covered Insurance Subsidiaries ” means the Company’s largest U.S. Life Insurance Subsidiaries (in terms of general admitted assets) that collectively account for 80% or more of the General Account Admitted Assets of all of the Company’s U.S. Life Insurance Subsidiaries.

     “ Current Market Price ” with respect to the Common Stock on any date means the closing sale price per share (or if no closing sale price is reported, the average of the bid and ask prices or, if more than one in either case, the average of the average bid and the average ask prices) on that date as reported in composite transactions by the New York Stock Exchange or, if the Common Stock is not then listed on the New York Stock Exchange, as reported by the principal U.S. securities exchange on which the Common Stock is traded or quoted. If the Common Stock is not either listed or quoted on any U.S. securities exchange on the relevant date, the Current Market Price will be the last quoted bid price for the Common Stock in the over-the-counter market on the relevant date as reported by the National Quotation Bureau or

similar organization. If the Common Stock is not so quoted, the Current Market Price will be the average of the mid-point of the last bid and ask prices for the Common Stock on the relevant date from each of at least three nationally recognized independent investment banking firms selected by the Company for this purpose.

     “ Deferral Notice Period ” has the meaning set forth in Section 6.1 hereof.

     “ Depositary ” means The Depository Trust Company or any successor clearing agency.

     “ Event of Default ” has the meaning ascribed to such term in Section 5.1 hereof.

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

     “ Fifth Deferral Anniversary ” has the meaning provided in Section 6.2(a) hereof.

     “ Final Maturity Date ” has the meaning set forth in Section 2.2 hereof.

     “ Fixed Rate Period ” has the meaning provided in Section 2.4 (a) hereof.

     “ Floating Rate Period ” has the meaning provided in Section 2.4 (b) hereof.

     “ Foregone Interest ” has the meaning provided in Section 10.1 hereof.

     “ GAAP ” means, at any date or for any period, accounting principles generally accepted in the United States as in effect on such date or for such period.

     “ General Account Admitted Assets ” means, as to a U.S. Life Insurance Subsidiary as of any year end, the total admitted assets of such U.S. Life Insurance Subsidiary as reflected on the balance sheet included in its statutory financial statements as of such year end minus the separate account assets reflected on such balance sheet.

     “ Global Security ” means a Security in the form prescribed in Exhibit A hereof evidencing all or part of the Junior Subordinated Debentures registered in the name of the Depositary or its nominee for such series.

     “ Indenture ” has the meaning set forth in the recitals hereto.

     “ Interest Payment Date ” means, during the Fixed Rate Period, each of February 1 and August 1, beginning on February 1, 2010 and during the Floating Rate Period, each of February 1, May 1, August 1 and November, beginning on August 1, 2039; provided , that, if any such day is not a Business Day (i) payment of interest payable in connection with an Interest Payment Period will be made with respect of Interest Payment Dates during the Fixed Rate Period, on the next succeeding day that is a Business Day, without any interest or other payment in respect to such delay, and (ii) with respect to an Interest Payment Date during the Floating Rate Period, the Interest Payment Date shall be the immediately succeeding Business Day, unless such date falls in the next calendar month, in which case the Interest Payment Date will be the immediately preceding Business Day, except that if any of the Interest Payment Dates during the Floating Rate Period fall on a date fixed for redemption or repayment and such day is not a Business Day,

the interest payment due on that date will be postponed to the next day that is a Business Day without any interest or other payment in respect of any such delay in connection with such redemption or repayment.

     “ Interest Payment Period ” means the period from and including an Interest Payment Date to but not including the next succeeding Interest Payment Date, except for the first Interest Payment Period which shall be the period from and including the date of initial issuance of the Junior Subordinated Debentures (subject to Section 2.1(b) hereof) to but not including the next succeeding Interest Payment Date.

     “ Junior Subordinated Debentures ” has the meaning set forth in the recitals hereto.

     “ LIBOR Determination Date ” means the second London Banking Day immediately preceding the first day of the relevant Interest Payment Period.

     “ London Banking Day ” means any day on which commercial banks are open for general business (including dealings in deposits in U.S. dollars) in London, England.

     “ Make-Whole Redemption Amount ” means the sum, as calculated by the Premium Calculation Agent, of the present values of the remaining scheduled payments of principal and interest that would have been payable on the Junior Subordinated Debentures to be redeemed to and including August 1, 2034 (not including any portion of those payments of interest accrued as of the applicable Redemption Date), discounted from their respective scheduled payment dates to such Redemption Date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Treasury Rate plus 70 basis points; plus accrued and unpaid interest, together with any Compounded Interest, thereon, to the extent permitted by law, to, but excluding, such Redemption Date.

     “ Market Disruption Event ” means the occurrence or existence of any of the following events or sets of circumstances:

     “ Maturity Date ” means the Final Maturity Date and any earlier date on which any Junior Subordinated Debentures become due and payable, whether pursuant to a notice of redemption, acceleration or otherwise and on which the principal shall be due and payable together with all accrued and unpaid interest thereon, including Compounded Interest.

     “ Model Act ” means the NAIC Risk-Based Capital (RBC) for Insurers Model Act as included in the NAIC’s Model Laws, Regulations and Guidelines as of June 15, 2006 and as hereinafter amended, modified or supplemented.

     “ Moody’s ” means Moody’s Investors Service, Inc.

     “ Most Recently Completed Quarter ” means:

     “ NAIC ” means the National Association of Insurance Commissioners.

     “ Notice Date ” has the meaning provided in Section 3.2(d) hereof.

     “ NRSRO ” means a nationally recognized statistical rating organization within the meaning of Section 3(a)(62) of the Exchange Act.

     “ Optional Deferral ” has the meaning provided in Section 4.1 hereof.

     “ Optional Deferral Period ” has the meaning provided in Section 4.1 hereof.

     “ Optionally Deferred Interest ” has the meaning provided in Section 4.1 hereof.

     “ Other Covenant Default ” has the meaning provided in Section 5.1(b) hereof.

     “ Other Covenant Default Notice ” has the meaning provided in Section 5.1(c) hereof.

     “ Par Redemption Amount ” means a cash redemption price of 100% of the principal amount of the Junior Subordinated Debentures to be redeemed, plus accrued and unpaid interest,

together with any Compounded Interest thereon, to the extent permitted by law, to, but excluding, the applicable Redemption Date.

     “ Parity Securities ” has the meaning provided in Section 6.1(b) hereof.

     “ Premium Calculation Agent ” means J.P. Morgan Securities Inc. or, if that firm resigns or is removed pursuant to the terms of this Eighth Supplemental Indenture, an investment banking institution of national standing appointed by the Company.

     “ Preferred Stock ” means the preferred stock of the Company outstanding from time to time.

     “ Primary Treasury Dealer ” means a primary U.S. government securities dealer in New York City.

     “ QCS Proceeds Collection Period ” means, with respect to the “Required Repayment Date” that is the Scheduled Redemption Date, a 180-day period, and with respect to any subsequent Required Repayment Date, a 90-day period, ending on the Notice Date with respect thereto.

     “ Qualifying APM Securities ” means: (i) Common Stock; and (ii) Qualifying Warrants.

     “ Qualifying Capital Securities ” has the meaning given to it in the RCC.

     “ Qualifying Warrants ” means net share settled warrants to purchase Common Stock that the Company can sell at its sole discretion and that have an exercise price greater than the Current Market Price of the Common Stock as of their date of issuance, that the Company is not entitled to redeem for cash and that the holders of which are not entitled to require the Company to repurchase for cash in any circumstance.

     “ Rating Agency Event ” means a change by any NRSRO that rates the Junior Subordinated Debentures, in the equity rating criteria for securities such as the Junior Subordinated Debentures as is in effect on the date of this Eighth Supplemental Indenture, which change results in lower equity credit being given to the Junior Subordinated Debentures than the equity credit that would have been given to the Junior Subordinated Debentures in the absence of such change.

     “ RBC ” has the meaning provided herein in the definition of Risk-Based Capital Ratio.

     “ RCC ” means the replacement capital covenant the Company has entered into for the benefit of holders of Covered Debt (as defined therein) on July 8, 2009, as amended or supplemented from time to time, a copy of which shall be delivered by the Company to the Trustee on or before the date hereof.

     “ Redemption Date ” has the meaning provided in Section 3.3 hereof.

     “ Reference Treasury Dealer ” means (1) J.P. Morgan Securities Inc. and Morgan Stanley & Co. Incorporated and their successors, provided , however , that if any of the foregoing

shall cease to be a Primary Treasury Dealer the Company will substitute therefor another Primary Treasury Dealer, and (2) any other Primary Treasury Dealers selected by the Premium Calculation Agent after consultation with the Company.

     “ Reference Treasury Dealer Quotations ” means, with respect to each Reference Treasury Dealer and any Redemption Date, the average, as determined by the Premium Calculation Agent, of the bid and ask prices for the Comparable Treasury Issue (expressed in each case as a percentage of its principal amount) quoted in writing to the Premium Calculation Agent at 5:00 p.m., New York City time, on the third Business Day preceding such Redemption Date.

     “ Registered Security ” means any Security in the form established pursuant to Section 9.1 hereof which is registered as to principal and interest in the Security Register.

     “ Remaining Life ” has the meaning set forth in the definition of “Comparable Treasury Issue.”

     “ Replacement Capital Obligation ” means the Company’s obligations under Section 3.2.

     “ Required Repayment Date ” has the meaning provided in Section 3.2 (d) hereof.

     “ Reuters Page LIBOR01 ” means the display so designated on the Reuters 3000 Xtra (or such other page as may replace that page on that service, or such other service as may be nominated as the information vendor, for the purpose of displaying rates or prices comparable to the London Interbank Offered Rate for U.S. dollar deposits).

     “ Risk-Based Capital Ratio ” means the ratio that insurance companies are required to calculate and report to their regulators as of the end of each year in accordance with prescribed procedures. The ratio measures the relationship of the insurance companies’ “total adjusted capital” calculated in accordance with those prescribed procedures, relative to a standard that is determined based on the magnitude of various risks present in the insurers’ operations. For all Covered Insurance Subsidiaries, calculated on a combined basis, this ratio equals the sum of total adjusted capital amounts for Covered Insurance Subsidiaries divided by the sum of Company Action Level amounts for those same subsidiaries. The NAIC’s model risk-based capital, or “ RBC ,” law sets forth the RBC levels, ranging from the Company Action Level to the “ mandatory control level ,” at which certain corrective actions are required and at which a state insurance regulator is authorized and expected to take regulatory action. The highest RBC level is known as the “ Company Action Level .” If an insurance company’s Total Adjusted Capital is higher than the Company Action Level, no corrective action is required to be taken. At progressively lower levels of Total Adjusted Capital, an insurance company faces increasingly rigorous levels of corrective action, including the submission of a comprehensive financial plan to the insurance regulator in its state of domicile, a mandatory examination or analysis of the insurer’s business and operations by the regulator and the issuance of appropriate corrective orders to address the insurance company’s financial problems, and, at the lowest levels, either voluntary or mandatory action by the regulator to place the insurer under regulatory control. The Company Action Level is twice the level (known as the “ authorized control level ”) below

which the regulator is authorized (but not yet required) to place the insurance company under regulatory control.

     “ S&P ” means Standard & Poor’s Ratings Services, a Standard & Poor’s Financial Services LLC business.

     “ Scheduled Redemption Date ” has the meaning set forth in Section 3.2(a).

     “ SEC ” means the U.S. Securities and Exchange Commission.

     “ Securities ” has the meaning set forth in the recitals of this Eighth Supplemental Indenture.

     “ Securities Act ” means the Securities Act of 1933, as amended.

     “ Senior Indebtedness ” means principal of, and interest and premium, if any, on, and any other amounts payable in respect of (i) all indebtedness of the Company, whether outstanding on the date of the initial issuance of the Junior Subordinated Debentures or thereafter created, incurred or assumed, which is for money borrowed (including, without limitation, trust preferred securities of statutory trusts and related subordinated debentures and guarantees of the Company issued under the Base Indenture, but excluding (1) the Company’s obligations under the Financing Agreement relating to the 9.250% Fixed-to-Floating-Rate Exchangeable Surplus Trust Securities of MetLife Capital Trust X (the “ 9.250% X-SURPS ”) and, upon an exchange of the 9.250% X-SURPS, the related 9.250% Fixed-to-Floating Rate Junior Subordinated Debentures due 2068 of the Company, (2) the Company’s obligations under the Financing Agreement relating to the 7.875% Fixed-to-Floating-Rate Exchangeable Surplus Trust Securities of MetLife Capital Trust IV (the “ 7.875% X-SURPS” ) and, upon an exchange of the 7.875% X-SURPS, the related 7.875% Fixed-to-Floating Rate Junior Subordinated Debentures due 2067 of the Company, and (3) the Company’s 6.40%, Fixed-to-Floating Rate Junior Subordinated Debentures due 2066), or which is evidenced by a note or similar instrument given in connection with the acquisition of any business, properties or assets, including securities; (ii) all obligations of the Company under leases required or permitted to be capitalized under GAAP; (iii) any indebtedness referred to in clause (i) of other Persons for the payment of which the Company is responsible or liable as guarantor or otherwise; and (iv) amendments, modifications, renewals, extensions, deferrals and refundings of any of the above types of indebtedness; provided , however , that Senior Indebtedness shall not include: (1) indebtedness incurred for the purchase of goods or materials or for services obtained in the ordinary course of business (i.e., trade accounts payable), which will rank equally in right of payment and upon liquidation with the Junior Subordinated Debentures, (2) indebtedness which by its terms ranks equally with or subordinated to the Junior Subordinated Debentures in right of payment or upon liquidation, (3) indebtedness owed by the Company to its Subsidiaries, which also will rank equally in right of payment and upon liquidation to the Junior Subordinated Debentures, and (4) any liability for federal, state, local or other taxes owed or owing by the Company or by its Subsidiaries. Each of (i) the Company’s obligations under the Financing Agreement relating to the 9.250% X-SURPS and, upon an exchange of the 9.250% X-SURPS, the related 9.250% Fixed-to-Floating Rate Junior Subordinated Debentures due 2068 of the Company, (ii) the Company’s obligations under the Financing Agreement relating to the 7.875% X-SURPS and, upon an exchange of the

7.875% X-SURPS, the related 7.875% Fixed-to-Floating Rate Junior Subordinated Debentures due 2067 of the Company and (iii) the Company’s 6.40% Fixed-to-Floating Rate Junior Subordinated Debentures due 2066 shall rank equally with, and shall not be senior in right of payment to, the Junior Subordinated Debentures. Senior Indebtedness will continue to be Senior Indebtedness and entitled to the benefits of the subordination provisions of this Indenture irrespective of any amendment, modification or waiver of any term of the Senior Indebtedness or extension or renewal of the Senior Indebtedness.

     “ Shares Available for Issuance ” means a number of shares of Common Stock calculated in two steps, as follows:

provided , that by acceptance of the Junior Subordinated Debentures, each holder of Junior Subordinated Debentures expressly agrees that the Company may modify the foregoing definition of “Shares Available for Issuance” and the related provisions of this Eighth Supplemental Indenture without the consent of holders or beneficial owners of the Junior Subordinated Debentures, provided that (i) the Company has determined, in good faith, that such modification is not materially adverse to such holders, (ii) the rating agencies then rating the Junior Subordinated Debentures confirm the then current ratings of the Junior Subordinated Debentures and (iii) the number of Shares Available for Issuance after giving effect to such modification will not fall below the then applicable threshold set forth in Section 6.2(c) hereof.

     “ Special Event Make-Whole Redemption Amount ” means the sum, as calculated by the Premium Calculation Agent, of the present values of the remaining scheduled payments of principal and interest that would have been payable on the Junior Subordinated Debentures to be redeemed to and including August 1, 2034 (not including any portion of those payments of interest accrued as of the applicable Redemption Date), discounted from their respective scheduled payment dates to such Redemption Date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Treasury Rate plus 80 basis points; plus accrued

and unpaid interest, together with any Compounded Interest, thereon, to the extent permitted by law, to, but excluding, such Redemption Date.

     “ Tax Event ” with respect to the Junior Subordinated Debentures means (1) the receipt by the Company of an opinion of counsel, rendered by a law firm with experience in such matters, to the effect that, as a result of (a) any amendment to, or change (including any announced prospective change) in, the laws (or any regulations thereunder) of the United States or any political subdivision or taxing authority thereof or therein, (b) any official administrative pronouncement (including a private letter ruling, technical advice memorandum or similar pronouncement) or judicial decision interpreting or applying such laws or regulations, or (c) a threatened challenge asserted in connection with an audit of the Company or any of the Company’s subsidiaries, or a threatened challenge asserted in writing against any other taxpayer that has raised capital through the issuance of securities that are substantially similar to the Junior Subordinated Debentures, which amendment or change is enacted or effective or which pronouncement or decision is announced or which challenge is asserted against the Company or its subsidiaries or becomes publicly known on or after June 30, 2009, there is more than an insubstantial increase in the risk that interest accruing or payable by the Company on the Junior Subordinated Debentures is not or, at any time subsequent to the Company’s receipt of such opinion, will not be, wholly deductible by the Company for U.S. federal income tax purposes.

     “ Three-Month LIBOR ” means, with respect to any Interest Payment Period during the Floating Rate Period, the rate (expressed as a percentage per annum) for deposits in U.S. dollars for a three-month period commencing on the first day of that Interest Payment Period and ending on the next Interest Payment Date (the “ Relevant Period ”) that appears on Reuters Page LIBOR01 as of 11:00 a.m. (London time) on the LIBOR Determination Date for that Interest Payment Period. If such rate does not appear on Reuters Page LIBOR01, LIBOR will be determined on the basis of the rates at which deposits in U.S. dollars for the Relevant Period and in a principal amount of not less than $1,000,000 are offered to prime banks in the London interbank market by four major banks in the London interbank market selected by the Calculation Agent (after consultation with the Company), at approximately 11:00 a.m., London time on the LIBOR Determination Date for that Interest Payment Period. The Calculation Agent will request the principal London office of each such bank to provide a quotation of its rate. If at least two such quotations are provided, Three-Month LIBOR with respect to that Interest Payment Period will be the arithmetic mean (rounded upward if necessary to the nearest whole multiple of 0.00001%) of such quotations. If fewer than two quotations are provided, Three-Month LIBOR with respect to that Interest Payment Period will be the arithmetic mean (rounded upward if necessary to the nearest whole multiple of 0.00001%) of the rates quoted by three major banks in New York City selected by the Calculation Agent (after consultation with the Company), at approximately 11:00 a.m., New York City time, on the first day of that Interest Payment Period for loans in U.S. dollars to leading European banks for the Relevant Period and in a principal amount of not less than $1,000,000. However, if fewer than three banks selected by the Calculation Agent to provide quotations are quoting as described above, Three-Month LIBOR for that Interest Payment Period will be the same as Three-Month LIBOR as determined for the previous Interest Payment Period or, in the case of the Interest Payment Period beginning on August 1, 2039, 3.202%. The establishment of Three-Month LIBOR for each Interest Payment Period beginning on or after August 1, 2039 by the Calculation Agent shall (in the absence of manifest error) be final and binding.

     “ Total Adjusted Capital ” has the meaning specified in subsection M of Section 1 (or the relevant successor section, if any) of the Model Act.

     “ Trailing Four Quarters Consolidated Net Income Amount ” means, for any fiscal quarter, the sum of the Company’s consolidated GAAP net income for the four fiscal quarters ending as of the last day of such fiscal quarter.

     “ Treasury Rate ” means, with respect to any Redemption Date, the rate per annum equal to the semi annual equivalent yield to maturity of the Comparable Treasury Issue, calculated using a price for the Comparable Treasury Issue (expressed as a percentage of its principal amount) equal to the Comparable Treasury Price for such Redemption Date. The Treasury Rate will be calculated on the third Business Day preceding such Redemption Date.

     “ Trigger Event ” will have occurred if one of the following conditions exists as of the date which is 30 days prior to any Interest Payment Date:

     “ Trigger Period ” means a period commencing upon the occurrence of a Trigger Event and continuing until neither of the conditions in clauses (i) and (ii) of the definition of “Trigger Event” exists for an Interest Payment Date. In addition, in the case of a Trigger Event described in clause (ii) of the definition of “ Trigger Event ,” such Trigger Period will continue until the Company is able again to satisfy the two tests in clauses (i) and (ii) of the definition of “ Trigger Event ” for an Interest Payment Date and the Company’s Adjusted Stockholders’ Equity Amount has increased, or has declined by less than 10%, in either case as compared to the Adjusted Stockholders’ Equity Amount at the end of the Benchmark Quarter for each Interest Payment Date as to which a Trigger Event had occurred under clause (ii) of the definition of “ Trigger Event .”

     “ Trustee ” has the meaning set forth in the preamble hereto.

     “ U.S. ” means the United States of America, including each state of the United States and the District of Columbia, its territories, its possessions, and other areas within its jurisdiction.

     “ U.S. Life Insurance Subsidiary ” means any of the Company’s Subsidiaries that is organized under the laws of any state in the United States and is licensed as a life insurance company in any state in the United States but does not include any Subsidiary of a U.S. Life Insurance Subsidiary.

ARTICLE II
General Terms and Conditions of the Junior Subordinated Debentures

     SECTION 2.1 Designation and Principal Amount.

     There is hereby authorized a series of Securities designated the 10.750% Fixed-to-Floating Rate Junior Subordinated Debentures due 2069, which amount to be issued shall be as set forth in any written order of the Company for the authentication and delivery of Junior Subordinated Debentures pursuant to the Indenture. The Company may from time to time without the consent of the holders of Junior Subordinated Debentures, create further securities having the same terms and conditions as the Junior Subordinated Debentures in all respects (or in all respects except for the issue date, the date of the first payment of interest thereon and/or 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 Junior Subordinated Debentures, provided that such further securities are fungible with the outstanding Junior Subordinated Debentures for U.S. federal income tax purposes.

     SECTION 2.2 Final Maturity.

     The final maturity date shall be August 1, 2069 (the “ Final Maturity Date ”). Notwithstanding the preceding sentence, in the event that the Final Maturity Date is not a Business Day, then any payment of principal of the Junior Subordinated Debentures will be made on the next succeeding day which is a Business Day, without payment of any interest or other payment in respect of such delay.

     SECTION 2.3 Form and Payment.

     Except as provided in Section 2.11 of the Base Indenture, the Junior Subordinated Debentures shall be issued as one or more Global Securities in fully registered certificated form without interest coupons in denominations of $2,000 and integral multiples of $1,000, bearing identical terms. The Depository Trust Company shall serve as the initial Depositary for the Junior Subordinated Debentures. Principal and interest on the Junior Subordinated Debentures issued in certificated form will be payable, the transfer of such Junior Subordinated Debentures will be registrable and such Junior Subordinated Debentures will be exchangeable for Junior Subordinated Debentures bearing identical terms and provisions at the Corporate Trust Office of the Trustee; provided , however , that payment of interest may be made at the option of the Company (with the consent of the Trustee) by check mailed to the holder of a Junior Subordinated Debenture at such address as shall appear in the Security Register (subject to Section 2.4(e)); provided further , that, notwithstanding the foregoing provisions of this Section 2.3, for so long as the Depositary is the holder of all of the Outstanding Junior Subordinated Debentures, and provided that the Depositary has provided wire transfer instructions to the Company or the Paying Agent in a timely manner prior to each Interest Payment Date (which it may do by standing instructions) designating an account of the Depositary or its nominee at a commercial bank in the United States to which it wishes payments of interest on the Junior Subordinated Debentures to be made, the Company shall pay interest on the Junior Subordinated Debentures by wire transfer of federal (same day) funds to the account of the Depositary or its nominee in accordance with such wire transfer instructions.

     SECTION 2.4 Interest.

          (a) Subject to Article IV hereof, interest on the Junior Subordinated Debentures will accrue as follows:

          (b) Interest payments shall include accrued interest from and including the later of the issue date and the last date in respect of which interest has been paid or duly provided for, to, but not including, the next succeeding Interest Payment Date or the Maturity Date, as the case may be. The amount of interest payable for any full Interest Payment Period during the Fixed Rate Period shall be computed on the basis of a 360-day year of twelve 30-day months and during the Floating Rate Period on the basis of a 360-day year and the actual number of days elapsed, and the amount of interest payable for any period shorter than a full Interest Payment Period for which interest is computed will be computed on the basis of 30-day months and, for periods of less than a 30-day month, the actual number of days elapsed per 30-day month.

          (c) Otherwise than in connection with the maturity or early redemption of the Junior Subordinated Debentures or the payment in whole or in part of deferred or overdue interest on the Junior Subordinated Debentures, interest on the Junior Subordinated Debentures may be paid only on an Interest Payment Date. Notwithstanding the preceding sentence, in the event that any Interest Payment Date is not a Business Day, then payment of interest payable on such Interest Payment Date shall be made, (i) with respect to any Interest Payment Date during the Fixed Rate Period, on the next succeeding day which is a Business Day without any interest or other payment in respect of any such delay and (ii) with respect to any Interest Payment Date during the Floating Rate Period, on the next succeeding day which is a Business Day, unless such date falls in the next calendar month, in which case on the immediately preceding day which is a Business Day, except that if any of the Interest Payment Dates during the Floating Rate Period falls on a date fixed for redemption or repayment, and such day is not a Business Day, the interest payment due on that date will be postponed to the next day that is a Business Day without any interest or other payment in respect of any such delay in connection with such redemption or repayment.

          (d) To the extent permitted by applicable law, interest not paid when due hereunder, including, without limitation, all Optionally Deferred Interest, will accrue and

compound on each Interest Payment Date at the then applicable interest rate on the Junior Subordinated Debentures on each Interest Payment Date until paid. References to the term “interest” in this Indenture shall include such Compounded Interest.

          (e) For so long as the Junior Subordinated Debentures are represented by one or more Global Securities, interest in respect of each Junior Subordinated Debenture will be payable on each Interest Payment Date to the Person in whose name the Junior Subordinated Debentures are registered at the close of business on the Business Day next preceding the Interest Payment Date, which shall be the record date for such Interest Payment Date; provided that interest payable on a Maturity Date will be paid to the person to whom principal is payable. In the event the Junior Subordinated Debentures at any time are not represented solely by one or more Global Securities, the Company may select (with written notice thereof to be sent to the Trustee) a different record date, which shall be at least one Business Day before an Interest Payment Date. Any such interest installment not punctually paid or duly provided for shall forthwith cease to be payable to the registered holders of Junior Subordinated Debentures on such record date, and may be paid to the Person in whose name the Junior Subordinated Debentures (or one or more Predecessor Securities) is registered at the close of business on a special record date to be fixed by the Trustee for the payment of such defaulted interest after the Company has deposited with the Trustee an amount of money equal to the aggregate amount proposed to be paid in respect of such defaulted interest, notice whereof shall be given to the registered holders of Junior Subordinated Debentures not less than ten days prior to such special record date, or may be paid at any time in any other lawful manner.

ARTICLE III
Redemption of the Junior Subordinated Debentures

     Article III of the Base Indenture shall be superseded in its entirety by this Article III with respect to, and solely for the benefit of the holders of, the Junior Subordinated Debentures, provided that this Article III shall not become a part of the terms of any other series of Securities.

     SECTION 3.1 Optional Redemption.

          (a) The Company shall have the right to redeem the Junior Subordinated Debentures at its option:

     The Premium Calculation Agent shall give the Trustee notice of the redemption price with respect to any redemption under clause (ii) or (iii) above promptly after the calculation thereof and the Trustee shall have no responsibility for such calculation.

     SECTION 3.2 Scheduled Redemption.

          (a) Subject to the limitations contained in this Section 3.2, the Company shall repay the principal amount of the Junior Subordinated Debentures, together with accrued and unpaid interest, on August 1, 2039, or if that day is not a Business Day, on the next Business Day (the “ Scheduled Redemption Date ”).

          (b) The Company shall repay the Junior Subordinated Debentures on the Scheduled Redemption Date only to the extent that the Company has raised sufficient net proceeds during the applicable QCS Proceeds Collection Period from the issuance of Qualifying Capital Securities.

          (c) The Company, subject to a Market Disruption Event and subject to the Company’s right to otherwise redeem the Junior Subordinated Debentures pursuant to Section 3.1(a) hereof, shall use Commercially Reasonable Efforts to raise sufficient net proceeds during the applicable QCS Proceeds Collection Period from the issuance of Qualifying Capital Securities to permit repayment of the Junior Subordinated Debentures in full on the Scheduled Redemption Date. If the Company has not raised sufficient net proceeds during the applicable QCS Proceeds Collection Period to permit repayment of all principal and accrued and unpaid interest, including any Compounded Interest, to the extent permitted by law, on the Junior Subordinated Debentures on the Scheduled Redemption Date, the Company will continue to use Commercially Reasonable Efforts, subject to the limitations described in the immediately preceding sentence, to raise sufficient proceeds during the applicable QCS Proceeds Collection Period from the issuance of Qualifying Capital Securities to permit repayment of the Junior Subordinated Debentures on the next Interest Payment Date, and on each Interest Payment Date thereafter, until the Junior Subordinated Debentures are paid in full. The Company’s Replacement Capital Obligation will continue on the next Interest Payment Date, and on each Interest Payment Date thereafter, until the Junior Subordinated Debentures are paid in full.

          (d) The Company shall not be required to redeem the Junior Subordinated Debentures on the Scheduled Redemption Date or any Interest Payment Date following the Scheduled Redemption Date (and prior to the Final Maturity Date), as the case may be (each a

     “ Required Repayment Date ”), to the extent it provides written certification to the Trustee (which the Trustee will promptly forward upon receipt to each holder of record of Junior Subordinated Debentures) no later than 45 days prior to such Required Repayment Date (the “ Notice Date ”) certifying that either:

          (e) Net proceeds from the sale of Qualifying Capital Securities received during the applicable QCS Proceeds Collection Period that the Company is permitted to apply to the repayment of Junior Subordinated Debentures on or after the Scheduled Redemption Date will be applied:

provided that if the Company raises less than $5 million of net proceeds from the sale of Qualifying Capital Securities during the applicable QCS Proceeds