1993 Fiscal Agency Agreement

FISCAL AGENCY AGREEMENT


between


METROPOLITAN LIFE INSURANCE COMPANY,


Issuer


and


THE CHASE MANHATTAN BANK, N. A.,
Fiscal Agent


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Dated as of November 1, 1993


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6.30% Surplus Notes scheduled to mature on November 1, 2003


7.45% Surplus Notes scheduled to mature on November 1, 2023


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TABLE OF CONTENTS


Page
1. The Securities ............................................ 1
(a) General .............................................. 1
(b) Forms of Securities .................................. 2
(c) Book-Entry Provisions ................................ 4
(d) Denominations ........................................ 5


2. Fiscal Agent; Other Agents ................................ 5


3. Authentication ............................................ 7


4. Payment and Cancellation .................................. 8
(a) Payment ............................................. 8
(b) Cancellation ........................................ 9


5. Global Securities ......................................... 9


6. Registration, Transfer, and Exchange of Securities ........ 11


7. Delivery of Certain Information ........................... 18
(a) Rule 144A Information ............................... 18
(b) Periodic Reports .................................... 18


8. Conditions of Fiscal Agent's Obligations .................. 19
(a) Compensation and Indemnity .......................... 19
(b) Agency .............................................. 19
(c) Advice of Counsel ................................... 20
(d) Reliance ............................................ 20
(e) Interest in Securities, etc. ........................ 20
(f) Non-Liability for Interest........................... 20
(g) Certifications ...................................... 20
(h) No Implied Obligations .............................. 21


9. Resignation and Appointment of Successor .................. 21
(a) Fiscal Agent and Paying Agent ........................ 21
(b) Resignation .......................................... 21
(C) Successors ........................................... 22
(d) Acknowledgement ...................................... 23
(e) Merger, Consolidation, etc. .......................... 23


10. Meetings and Amendments ................................... 23
(a) Calling of Meeting, Notice and Quorum ................ 23
(b) Approval ............................................. 25
(c) Binding Nature of Amendments, Notices, Notations, etc. 27
(d) "Outstanding" Defined ................................ 28


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11. Governing Law ................................................. 28 12. Notices ....................................................... 28 13. Separability .................................................. 29 14. Headings ...................................................... 29 15. Counterparts .................................................. 29


EXHIBIT A FORM OF DEFINITIVE SECURITY ..................... A-1


EXHIBIT B FORM OF GLOBAL SECURITY ......................... B-1


EXHIBIT C FORM OF TRANSFER CERTIFICATE FOR
EXCHANGE OR TRANSFER OF RESTRICTED
DEFINITIVE SECURITY ............................ C-1


EXHIBIT D FORM OF TRANSFER CERTIFICATE FOR
TRANSFER FROM RESTRICTED
GLOBAL SECURITY TO REGULATION S
GLOBAL SECURITY ................................ D-l


EXHIBIT E FORM OF TRANSFER CERTIFICATE FOR
TRANSFER FROM RESTRICTED
GLOBAL SECURITY TO UNRESTRICTED
GLOBAL SECURITY ................................ E-1


EXHIBIT F FORM OF TRANSFER CERTIFICATE
FOR TRANSFER FROM REGULATION S
GLOBAL SECURITY TO RESTRICTED
GLOBAL SECURITY ................................ F-1


EXHIBIT G-1 FORM OF OWNER SECURITIES
CERTIFICATION .................................. G-1


EXHIBIT G-2 FORM OF DEPOSITARY SECURITIES
CERTIFICATION .................................. G-2


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FISCAL AGENCY AGREEMENT, dated as of November 1, 1993, between METROPOLITAN LIFE INSURANCE COMPANY, a mutual life insurance corporation organized under the laws of the State of New York (the "Issuer"), having its principal office at One Madison Avenue, New York, New York, and THE CHASE MANHATTAN BANK, N.A., a banking organization organized under the laws of the United States, as Fiscal Agent (together with any successor as Fiscal Agent hereunder, the "Fiscal Agent"). The Exhibits attached hereto shall be deemed to be a part of this Agreement.


1. The Securities.


(a) General. This Agreement is made in respect of $700,000,000 aggregate principal amount of Surplus Notes of the Issuer, consisting of $400,000,000 principal amount of 6.30% Surplus Notes scheduled to mature on November 1, 2003 (the "Notes scheduled to mature 2003") and $300,000,000 principal amount of 7.45% Surplus Notes scheduled to mature on November 1, 2023 (the "Notes scheduled to mature 2023"). The Notes scheduled to mature 2003 and the Notes scheduled to mature 2023 are sometimes referred to herein collectively as the "Securities" or the "Notes", and each separately as a "Series" of Securities or Notes. Claims based upon the Securities will rank below all Indebtedness, Policy Claims - and Other Creditor Claims (each as hereinafter defined), in accordance with Section 7435 of the New York Insurance Law (together with any successor provision, and as may be hereafter amended from time to time, "Section 7435"). The payment by the Issuer of principal and interest on the Securities shall be conditioned upon the payment restrictions set forth in paragraphs 4 and 10 of the Securities (the "Payment Restrictions"). The Notes scheduled to mature 2003 are scheduled to mature on November 1, 2003, and the Notes scheduled to mature 2023 are scheduled to mature on November 1, 2023 (each such date, with respect to its respective series, the "Scheduled Maturity Date"). Any reference herein to the term "principal" or the principal amount of the Notes scheduled to mature 2023 shall include the amount of premium, if any, payable upon redemption thereof in accordance with paragraph 15 thereof. Any reference herein to the term "scheduled maturity date" or other date for the payment of principal of the Notes shall include (i) the date, if any, fixed for redemption in accordance with paragraph 15 thereof and (ii) the date upon which any state or federal agency obtains an order or grants approval for the rehabilitation, liquidation, conservation or dissolution of the Issuer.


(b) Forms of Securities. The Securities are being offered and sold by the Issuer pursuant to a Purchase


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Agreement, dated October 28, 1993 (the "Purchase Agreement"), between the Issuer and the Purchasers named therein (the "Purchasers").


(i) Securities (other than global Securities, as hereinafter defined) offered and sold pursuant to the Purchase Agreement to "accredited investors", within the meaning of Rule 501(a) of the Securities Act of 1933, as amended (the "Act"), shall be issued in definitive, fully registered form without interest coupons, substantially in the form of Security attached as Exhibit A hereto, with such applicable legends as are provided for in Exhibit A ("definitive Securities"). Upon transfer of any definitive Security, registration of such transfer shall be effected in accordance with Section 6 hereof.


(ii) Securities offered and sold in reliance on Rule 144A ("Rule 144A") under the Act pursuant to the Purchase Agreement shall be issued in the form of global Securities (the "Restricted Global Securities") in definitive, fully registered form without interest coupons, substantially in the form of Security attached as Exhibit B hereto, with such applicable legends as are provided for in Exhibit B. Each such global Security shall be registered in the name of a nominee of The Depository Trust Company (the "U.S. Depositary") and deposited with the Fiscal Agent, at its New York office, as custodian for the U.S. Depositary, duly executed by the Issuer and authenticated by the Fiscal Agent as hereinafter provided. The aggregate principal amount of each Restricted Global Security may from time to time be increased or decreased by adjustments made on the records of the Fiscal Agent, as custodian for the U.S. Depositary, as hereinafter provided.


(iii) (A) Securities offered and sold in reliance on Regulation S ("Regulation S") under the Act pursuant to the Purchase Agreement shall be initially issued in the form of temporary global Securities in definitive, fully registered form without interest coupons, substantially in the form of Security attached as Exhibit B hereto, with such applicable legends as are provided for in Exhibit B. Each such global Security shall be registered in the name of a nominee of the U.S. Depositary and deposited with the Fiscal Agent, at its New York office, as custodian for the U.S. Depositary, duly executed by the Issuer and authenticated by the Fiscal Agent as hereinafter provided, for credit to the respective accounts of beneficial owners of the Securities (or to such other accounts as they may direct) at Morgan Guaranty Trust Company of New York, Brussels office, as operator of the Euroclear System ("Euroclear") or Centrale de Livraison de Valeurs Mobilieres S.A. ("CEDEL"). Until


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such time as the Restricted Period (as defined below) shall have terminated, each such global Security shall be referred to herein as a "Regulation S Global Security". After such time as the Restricted Period shall have terminated and the certifications referred to in (B) below shall have been provided, interests in each such global Security shall be exchanged for interests in a like global Security, referred to herein as an "Unrestricted Global Security". The aggregate principal amount of each Regulation S Global Security and each Unrestricted Global Security may from time to time be increased or decreased by adjustments made on the records of the Fiscal Agent, as custodian for the U.S. Depositary, as hereinafter provided. As used herein, the term "Restricted Period" means the period of 40 consecutive days beginning on and including the later of (i) the day that Goldman, Sachs & Co., on behalf of the Purchasers, advises the Issuer and the Fiscal Agent' is the day on which the Securities are first offered to persons other than distributors (as defined in Regulation S) in reliance on Regulation S and (ii) the day on which the closing for the offering of the Securities occurs.


(B) On or after the termination of the Restricted Period, interests in a Regulation S Global Security may be exchanged for interests in an Unrestricted Global Security only after delivery by a beneficial owner of an interest therein to Euroclear or CEDEL of a written certification (an "Owner Securities Certification") substantially in the form of Exhibit G-1 hereto, and upon delivery by Euroclear or CEDEL to the Fiscal Agent of a certificate or certificates substantially in the form attached hereto as Exhibit G-2. Upon receipt of such certificates, the Fiscal Agent will exchange the portion of the Regulation S Global Security covered by such certification for interests in an Unrestricted Global Security.


All Securities shall be issued substantially in the form of Security attached hereto as either Exhibit A or B and shall be executed manually or in facsimile on behalf of the Issuer by any two of its Chairman of the Board, President, Chief Financial Officer, Executive Vice Presidents, Senior Vice Presidents or Secretary (the "Authorized Officers"), notwithstanding that such officers, or any of them, shall have ceased, for any reason, to hold such offices prior to the authentication and delivery of such Securities or did not hold such offices at the date of any such Security. The Securities (i) may also have such additional provisions, omissions, variations or substitutions as are not inconsistent with the provisions of this Agreement, and (ii) may have such letters, numbers or other marks of identification and such legends or endorsements


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placed thereon as may be required to comply with this Agreement, any law or with any rules made pursuant thereto or with the rules of any securities exchange, insurance regulatory or other governmental agency or depositary thereof or as may, consistently herewith, be determined by the Authorized Officers executing such Securities, in each case (i) and (ii) as conclusively evidenced by their proper execution of such Securities. All Securities shall be otherwise substantially identical except as to maturity, interest rate, denomination and as otherwise provided herein.


(c) Book-Entry Provisions. This Section 1(c) shall apply to all Securities evidencing all or part of the Securities that are registered in the name of the U.S. Depositary or a nominee thereof ("global Securities").


The Issuer shall execute and the Fiscal Agent shall, in accordance with this Section 1(c), authenticate and deliver one or more global Securities as required to be issued pursuant to Section 1(b) hereof, which (A) shall be registered in the name of the U.S. Depositary or its nominee, (B) shall be delivered by the Fiscal Agent to the U.S. Depositary or pursuant to the U.S. Depositary's instructions and (C) shall bear legends substantially to the following effect:


"Unless this Security is presented by an authorized representative
of [insert name of U.S. Depositary] to the Issuer or its agent for
registration of transfer, exchange or payment, and any Security
issued in exchange for this Security or any portion hereof is
registered in the name of [insert name of nominee of U.S.
Depositary] or in such other name as is requested by an authorized
representative of [insert name of U.S. Depositary] (and any payment
is made to [insert name of nominee of U.S. Depositary] or to such
other entity as is requested by an authorized representative of
[insert name of U.S. Depositary]), ANY TRANSFER, PLEDGE OR OTHER USE
HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON OTHER THAN [insert
name of U.S. Depositary] OR A NOMINEE THEREOF IS WRONGFUL inasmuch
as the registered owner hereof, [insert name of nominee of U.S.
Depositary], has an interest herein."


"This Security is a global Security within the meaning of the Fiscal
Agency Agreement referred to hereinafter. This global Security may
not be exchanged, in whole or in part, for a Security


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registered in the name of any person other than [insert name of U.S.
Depositary] or a nominee thereof, except in the limited
circumstances set forth in Section 5 of the Fiscal Agency Agreement,
and may not be transferred, in whole or in part, except in
accordance with the restrictions set forth in Section 6(c) of the
Fiscal Agency Agreement. Beneficial interests in this global
Security may not be transferred except in accordance with Section
6(c) of the Fiscal Agency Agreement."


Neither any members of, or participants in, the U.S. Depositary ("Agent Members") nor any other persons on whose behalf Agent Members may act (including Euroclear and CEDEL and account holders and participants therein) shall have any rights under this Fiscal Agency Agreement with respect to any global Security registered in the name of the U.S. Depositary or any nominee thereof, or under any such global Security, and the U.S. Depositary or such nominee, as the case may be, may be treated by the Issuer, the Fiscal Agent and any agent of the Issuer or the Fiscal Agent as the absolute owner and holder of such global Security for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall prevent the Issuer, the Fiscal Agent or any agent of the Issuer or the Fiscal Agent from giving effect to any written certification, proxy or other authorization furnished by the U.S. Depositary or such nominee, as the case may be, or impair, as between the U.S. Depositary, its Agent Members and any other person on whose behalf an Agent Member may act, the operation of customary practices of such persons governing the exercise of the rights of a holder of any Security.


(d) Denominations. The Securities and beneficial interests in global Securities shall be issuable in minimum denominations of (i) $250,000, in the case of Securities offered and sold, or subsequently transferred, in reliance on Rule 144A, (ii) $500,000 in the case of Securities offered and sold, or subsequently transferred, in reliance on Regulation S or (iii) $500,000, in the case of Securities offered and sold, or subsequently transferred to Accredited Investors, and, in each case, any amount in excess thereof that is an integral multiple of $1,000.


2. Fiscal Agrent: Other Agrents.


The Issuer hereby appoints The Chase Manhattan Bank, N.A., acting through its corporate trust office at 4 Chase MetroTech Center, Brooklyn, New York 11245 and payment office at 1 Chase Manhattan Plaza, Level lB,


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Institutional Trust Window, New York, New York 10081 (for payments, exchanges and transfers) in the Borough of Manhattan, The City of New York (together, the "Corporate Trust Office"), as fiscal agent of the Issuer in respect of the Securities upon the terms and subject to the conditions herein set forth, and The Chase Manhattan Bank, N.A. hereby accepts such appointment. The Chase Manhattan Bank, N.A., and any successor or successors as such fiscal agent qualified and appointed in accordance with Section 9 hereof, are herein called the "Fiscal Agent". The Fiscal Agent shall have the powers and authority granted to and conferred upon it in the Securities and hereby and such further powers and authority to act on behalf of the Issuer as may be mutually agreed upon by the Issuer and the Fiscal Agent. The Fiscal Agent shall keep a copy of this Agreement available for inspection during normal business hours at its Corporate Trust Office. The Fiscal Agent or any Paying Agent (as defined below) shall also act as Transfer Agent (as defined below). All of the terms and provisions with respect to such powers and authority contained in the Securities are subject to and governed by the terms and provisions hereof.


The Issuer may, at its discretion, appoint one or more agents (a "Paying Agent" or "Paying Agents") for the payment, to the extent permitted under the Payment Restrictions, of the principal of and any interest on the Securities, and one or more agents (a "Transfer Agent" or "Transfer Agents") for the transfer and exchange of Securities, at such place or places as the Issuer may determine; provided, however, that the Issuer shall at all times maintain a Paying Agent and Transfer Agent in the Borough of Manhattan, The City of New York (which Paying Agent and Transfer Agent may be the Fiscal Agent) and in Europe (which, so long as the Securities are listed on the Luxembourg Stock Exchange and such Exchange shall so require, shall include an office or agency in Luxembourg). The Issuer hereby initially appoints the Fiscal Agent at its Corporate Trust Office as principal Paying Agent, Transfer Agent, authenticating agent and securities registrar, and the Fiscal Agent hereby accepts such appointment. The Issuer also hereby initially appoints Chase Manhattan Bank Luxembourg, S.A. at its office at 5 Rue Plaetis L-2338, Luxembourg as Paying Agent and Transfer Agent, and Chase Manhattan Bank Luxembourg, S.A. hereby accepts such appointment. Each Transfer Agent shall act as a security registrar and there shall be kept at the office of each Transfer Agent a register in which, subject to such reasonable regulations as the Issuer may prescribe, the Issuer shall provide for the registration of Securities and the registration of transfers of Securities. The Issuer


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shall promptly notify the Fiscal Agent of the name and address of any other Paying Agent or Transfer Agent appointed by it and of the country or countries in which a Paying Agent or Transfer Agent may act in that capacity, and will notify the Fiscal Agent of the resignation or termination of any such Paying Agent or Transfer Agent. Subject to the provisions of Section 9(c) hereof, the Issuer may vary or terminate the appointment of any such Paying Agent or Transfer Agent at any time and from time to time upon giving not less than 90 days' notice to such Paying Agent or Transfer Agent, as the case may be, and to the Fiscal Agent. The Issuer shall cause notice of any resignation, termination or appointment of the Fiscal Agent or any Paying Agent or Transfer Agent and of any change in the office through which any such Agent will act to be provided to holders of Securities.


3. Authentication.


The Fiscal Agent is authorized, upon receipt of Securities duly executed on behalf of the Issuer for the purposes of the original issuance of Securities, (i) to authenticate said Securities in an aggregate principal amount not in excess of $400,000,000 in the case of the Notes scheduled to mature 2003 and $300,000,000 in the case of the Notes scheduled to mature 2023, and to deliver said Securities in accordance with the written order or orders of the Issuer signed on its behalf by an Authorized Officer and (ii) thereafter to authenticate and deliver Securities in accordance with the provisions therein and hereinafter set forth.


The Fiscal Agent may, with the consent of the Issuer, appoint by an instrument or instruments in writing one or more agents (which may include itself) for the authentication of the Securities and, with such consent, vary or terminate any such appointment upon written notice and approve any change in the office through which any authenticating agent acts. The Issuer (by written notice to the Fiscal Agent and the authenticating agent whose appointment is to be terminated) may also terminate any such appointment at any time. The Fiscal Agent hereby agrees to solicit written acceptances from the entities concerned (in form and substance satisfactory to the Issuer) of such appointments. In its acceptance of such appointment, each such authenticating agent shall agree to act as an authenticating agent pursuant to the terms and conditions of this Agreement.


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4. Payment and Cancellation.


(a) Payment. For so long as the Fiscal Agent is acting as a Paying Agent hereunder, the Issuer, subject to the Payment Restrictions, shall provide to the Fiscal Agent, in immediately available funds on or prior to 10:00 a.m., New York time, on each date on which a payment of principal of or any interest on the Securities shall be scheduled, as set forth in the text of the Securities, such amount, in U.S. dollars, as is necessary to make such payment, and the Issuer hereby authorizes and directs the Fiscal Agent from funds so provided to it to make or cause to be made payment of the principal of and any interest, as the case may be, on the Securities in the manner, at the times and for the purposes set forth herein and in the text of said Securities; provided that (1) any permitted payment of interest on the Securities may be made by check mailed to the persons (the "registered owners") in whose names such Securities are registered on the register maintained pursuant to Section 6 hereof at the close of business on the record dates designated in the text of the Securities and (2) the Issuer will not provide any such funds to the Fiscal Agent prior to such time as the relevant payment of principal or interest is approved by the Superintendent of Insurance of the State of New York (the "Superintendent"). Permitted payments of principal of or any interest on the Securities may be made, in the case of a registered owner of at least $5,000,000 aggregate principal amount of Securities, by wire transfer to an account maintained by the payee with a bank as specified in the text of the Securities if such registered owner so elects by giving notice to the Fiscal Agent, not less than 15 days (or such fewer days as the Fiscal Agent may accept at its discretion) prior to the date on which such payments are scheduled to be made, of such election and of the account to which payment is to be made. Unless such designation is revoked, any such designation made by such holder with respect to such Securities shall remain in effect with respect to any future payments with respect to such Securities payable to such holder. The Issuer shall pay any reasonable administrative costs in connection with making any such payments. The Fiscal Agent shall arrange directly with any other Paying Agent who may have been appointed by the Issuer pursuant to the provisions of Section 2 hereof for the payment, subject to the Payment Restrictions, from funds so paid by the Issuer of the principal of and any interest on the Securities in the manner, at the times and for the purposes set forth herein and in the text of said Securities. Notwithstanding the foregoing, the Issuer may provide directly to a Paying Agent funds for the payment, subject to the Payment Restrictions, of the principal thereof and interest payable


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thereon under an agreement with respect to such funds containing substantially the same terms and conditions set forth in this Section 4(a) and in Section 8(b) hereof; and the Fiscal Agent shall have no responsibility with respect to any funds so provided by the Issuer to any such Paying Agent.


Payments of principal of and interest on the Securities shall be made in the manner set forth in the Securities, including the Payment Restrictions set forth therein.


(b) Cancellation. All Securities delivered to the Fiscal Agent (or any other Agent appointed by the Issuer pursuant to Section 2 hereof) for payment, redemption or registration of transfer or exchange as provided herein or in the Securities shall be marked "cancelled" and, in the case of any other such Agent, forwarded to the Fiscal Agent. All such Securities shall be destroyed by the Fiscal Agent or such other person as may be jointly designated by the Issuer and the Fiscal Agent, which shall thereupon furnish certificates of such destruction to the Issuer.


5. Global Securities.


(a) Notwithstanding any other provisions of this Agreement or the Securities, a global Security shall not be exchanged in whole or in part for a Security registered in the name of any person other than the U.S. Depositary or ...