Investor Rights Agreement

INVESTOR RIGHTS AGREEMENT


by and among


Citigroup Inc.,


MetLife, Inc.


and


Citigroup Insurance Holding Corporation


-------------------


Dated as of July 1, 2005


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Table of Contents 1. Certain Definitions............................................. 1


2. Shelf Registration Statements................................... 4


3. Additional Demand Registrations................................. 5


4. Piggyback Registrations......................................... 7


5. Selection of Underwriters....................................... 8


6. Holdback Agreements............................................. 8


7. Procedures...................................................... 8


8. Registration Expenses........................................... 13


9. Indemnification................................................. 14


10. Rule 144........................................................ 15


11. Transfer of Registration Rights................................. 16


12. Conversion of Other Securities.................................. 16


13. Transfer of Common Stock........................................ 16


14. Lock-Up of the Stockholder...................................... 17


15. Standstill...................................................... 17


16. Miscellaneous................................................... 18
INVESTOR RIGHTS AGREEMENT dated as of July 1, 2005, by and among MetLife, Inc., a Delaware corporation (the "Company"), and Citigroup Inc., a Delaware corporation (the "Stockholder") and Citigroup Insurance Holding Corporation, a Delaware corporation.


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 to this Agreement hereby agree as follows:


1. CERTAIN DEFINITIONS.


In addition to the terms defined elsewhere in this Agreement, the following terms shall have the following meanings:


"Affiliate" of any Person means any other Person that directly, or indirectly through one or more intermediaries, controls, or is controlled by, or is under common control with, such Person. The term "control" (including the terms "controlling," "controlled by" and "under common control with") as used with respect to any Person means the possession, direct or indirect, 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.


"Acquisition Agreement" means the Acquisition Agreement, dated January 31, 2005, between the Company and the Stockholder, as may be amended from time to time.


"Agreed Cooperation" means, in connection with any underwritten offering, where, in addition to the cooperation otherwise required by this Agreement, members of senior management of the Company (which members of management shall include the Company's chief executive officer and chief financial officer in the case of the Selected Offering) cooperate with the underwriter(s) 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 underwriter(s) (including one-on-one meetings with prospective purchasers of the Registrable Common Stock).


"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.


"Blackout Period" has the meaning set forth in Section 7(e) hereof.


"Board of Directors" means the board of directors of the Company.
"Business Day" means any day, except a Saturday, Sunday or legal holiday on which banking institutions in The City of New York are authorized or obligated by law or executive order to close.


"Closing Date" has the meaning set forth in the Acquisition Agreement.


"Common Stock" means common stock, par value $.01 per share, of the Company.


"Company" has the meaning set forth in the introductory paragraph.


"Competitor of the Company" means a company primarily engaged in providing life insurance and annuities in the United States.


"Delay Period" has the meaning set forth in Section 3(d) hereof.


"Demand Registration" has the meaning set forth in Section 3(a) hereof.


"Demand Registration Statement" has the meaning set forth in Section 3(a) hereof.


"Exchange Act" means the Securities Exchange Act of 1934, as amended.


"Fully Marketed Underwritten Offering" means an underwritten offering in which there is Agreed Cooperation.


"Governmental Entity" means any national, federal, state, municipal, local, territorial, foreign or other government or any department, commission, board, bureau, agency, regulatory authority or instrumentality thereof, or any court, judicial, administrative or arbitral body or public or private tribunal.


"Nasdaq" means the Nasdaq quotation system, or any successor reporting system.


"Nominal Stock Consideration Amount" has the meaning set forth in the Acquisition Agreement.


"NYSE" means the New York Stock Exchange, Inc.


"Person" means any individual, sole proprietorship, partnership, limited liability company, joint venture, trust, unincorporated organization, association, corporation, institution, public benefit corporation, Governmental Entity or any other entity.


"Piggyback Registration" has the meaning set forth in Section 4(a) hereof.


"Piggyback Registration Statement" has the meaning set forth in Section 4(a) hereof.


2
"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 the offering of any portion of the Registrable Common Stock covered by such Registration Statement 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.


"Purchaser Convertible Preferred Stock" has the meaning set forth in the Acquisition Agreement.


"Registrable Common Stock" means (i) any shares of Common Stock issued as Stock Consideration, (ii) all shares of Common Stock issued or issuable upon conversion of the Purchaser Convertible Preferred Stock and (iii) any other security into or for which the Common Stock referred to in clause (i) or (ii) has been converted, substituted or exchanged, and any security issued or issuable with respect thereto upon any stock dividend or stock split or in connection with a combination of shares, reclassification, recapitalization, merger, consolidation or other reorganization or otherwise.


"Registration Expenses" has the meaning set forth in Section 8(a) hereof.


"Registration Statement" means any registration statement of the Company that covers any of the Registrable Common Stock 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" means Rule 144 promulgated by the SEC pursuant to the Securities Act, as such rule may be amended from time to time, or any similar rule or regulation hereafter adopted by the SEC as a replacement thereto having substantially the same effect as such rule.


"Rule 415" means Rule 415 promulgated by the SEC pursuant to the Securities Act, as such rule may be amended from time to time, or any similar rule or regulation hereafter adopted by the SEC as a replacement thereto having substantially the same effect as such rule.


"SEC" means the Securities and Exchange Commission.


"Securities Act" means the Securities Act of 1933, as amended.


"Selected Offering" means one underwritten offering where, reasonably in advance of the commencement of the road show for such offering, the Stockholder provides a written notice to the Company to the effect that the Stockholder requests that the Company's chief executive officer and chief financial officer participate in such road show.


3
"Shelf Registration Statement" has the meaning set forth in Section 2(a) hereof.


"Stock Consideration" means the shares of Common Stock issued to the Stockholder pursuant to the Acquisition Agreement.


"Stockholder" has the meaning set forth in the introductory paragraph.


"Suspension Notice" has the meaning set forth in Section 7(e) hereof.


"underwritten registration or underwritten offering" means a registration in which securities of the Company are sold to one or more underwriters (as defined in Section 2(a)(ii) of the Securities Act) for resale to the public.


2. SHELF REGISTRATION STATEMENTS.


(a) Right to Request Registration. At the request of the Stockholder, the Company shall use its best efforts to promptly file a registration statement on Form S-3 or such other form under the Securities Act then available to the Company providing for the resale pursuant to Rule 415 from time to time by the Stockholder of such number of shares of Registrable Common Stock requested by the Stockholder to be registered thereby (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 Company shall use its best efforts to cause the Shelf Registration Statement to be declared effective by the SEC as promptly as practicable following such filing. The Company shall not be required to maintain the effectiveness of the Shelf Registration Statement for a period of more than 18 months in the aggregate plus the duration of any Blackout Period. The plan of distribution in the Shelf Registration Statement shall be determined by the Stockholder and shall contemplate the possibility of underwritten offerings.


(b) Number of Fully Marketed Underwritten Offerings. The Stockholder shall be entitled to request an aggregate of two (2) Fully Marketed Underwritten Offerings pursuant to the Shelf Registration Statement if the Nominal Stock Consideration Amount is $1 billion or less, three (3) Fully Marketed Underwritten Offerings pursuant to the Shelf Registration Statement if the Nominal Stock Consideration Amount is more than $1 billion but less than $2 billion and four (4) Fully Marketed Underwritten Offerings pursuant to the Shelf Registration Statement if the Nominal Stock Consideration Amount is $2 billion or more; provided, however, that the Stockholder shall be entitled to request no more than two (2) underwritten offerings pursuant to the Shelf Registration Statement in any 12 month period that require involvement by management of the Company in road-show or similar marketing activities. If the Stockholder requests a Fully Marketed Underwritten Offering, the Company shall (a) cause there to occur Agreed Cooperation in connection therewith and (b) if requested by the underwriter(s), prepare preliminary and


4 final prospectus supplements for use in connection therewith containing such additional information as reasonably requested by the underwriter(s) (in addition to the minimum amount of information required by law, rule or regulation). An underwritten offering shall not count as one of the permitted Fully Marketed Underwritten Offerings if there is not Agreed Cooperation in connection therewith. Except as provided in this Section 2(b), there shall be no limitation on the number of takedowns off the Shelf Registration Statement.


3. ADDITIONAL DEMAND REGISTRATIONS.


(a) Right to Request Registration. Any time after the date hereof, the Stockholder may request registration for resale under the Securities Act of all or part of the Registrable Common Stock pursuant to a Registration Statement separate from the Shelf Registration Statement (a "Demand Registration"). As promptly as practicable after such request, but in any event within 30 days of such request by the Stockholder, the Company shall file a registration statement registering for resale such number of shares of Registrable Common Stock held by the Stockholder as requested to be so registered (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"). In connection with each such Demand Registration, the Company shall cause there to occur Agreed Cooperation.


(b) Number of Demand Registrations. The Stockholder will be entitled to request a number of Demand Registrations pursuant to Section 3(a) equal to two (2) if the Nominal Stock Consideration Amount is $1 billion or less, three (3) if the Nominal Stock Consideration Amount is more than $1 billion but less than $2 billion and four (4) if the Nominal Stock Consideration Amount is $2 billion or more, in each case, minus the number of Fully Marketed Underwritten Offerings completed off of the Shelf Registration Statement. A registration shall not count as one of the permitted Demand Registrations pursuant to Section 3(a) (i) until the related Demand Registration Statement has become effective, (ii) if the Stockholder is not able to register at least 50% of the Registrable Common Stock requested to be included in such registration, (iii) if there was not Agreed Cooperation in connection therewith or (iv) in the case of a Demand Registration that would be the last permitted Demand Registration requested pursuant to Section 3(a), if the Stockholder is not able to register all of the Registrable Common Stock requested to be included in such registration.


(c) Priority on Demand Registrations. If a Demand Registration pursuant to this Section 3 involves an underwritten offering and the managing underwriter shall advise the Company 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 shares that


5 such underwriter advises can be so sold without having such effect, allocated (i) first, to Registrable Common Stock requested by the Stockholder to be included in such registration and (ii) second, among all shares of Common Stock requested to be included in such registration by any other Persons (including securities to be sold for the account of the Company) allocated among such Persons in such manner as they may agree. The Company shall not grant to any Person the right to request the Company to register any securities of the Company except such rights that do not adversely affect the priorities of the Stockholder set forth in this Section 3(c).


(d) Restrictions on Demand Registrations. The Company may postpone the filing or the effectiveness of a Demand Registration Statement if, based on the good faith judgment of the Company's Board of Directors, such postponement is necessary in order to avoid premature disclosure of a matter the Board of Directors has determined would not be in the best interest of the Company to be disclosed at such time; provided, however, that the Stockholder requesting such Demand Registration Statement shall be entitled at any time after receipt of any notice of postponement and before such Demand Registration Statement becomes effective, to withdraw such request and, if such request is withdrawn, such Demand Registration shall not count as one of the permitted Demand Registrations. The Company shall promptly provide written notice to the Stockholder of (x) any postponement of the filing or effectiveness of a Demand Registration Statement pursuant to this Section 3(d), (y) the Company's decision to file or seek effectiveness of such Demand Registration Statement following such postponement and (z) the effectiveness of such Demand Registration Statement. The Company may defer the filing or effectiveness of a particular Demand Registration Statement pursuant to this Section 3(d) only once during any 12-month period. Notwithstanding the provisions of this Section 3(d), the Company may not postpone the filing or effectiveness of a Demand Registration Statement past the date that, if such postponement continued, would result in there being more than sixty (60) days in the aggregate in any 12 month period during which the filing or effectiveness of one or more Registration Statements has been so postponed; provided, however, that if the filing or effectiveness of a Demand Registration Statement has been postponed due to a determination by the Board of Directors that the Company is in possession of material non-public information that would not be in the best interest of the Company to be disclosed, such period of postponement will not extend beyond the second Business Day following the day on which such matter is disclosed to the public or ceases to be material. The period during which filing or effectiveness is so postponed hereunder is referred to as a "Delay Period."


(e) Effective Period of Demand Registrations. After any Demand Registration filed pursuant to this Agreement has become effective, the Company shall use its best efforts to keep such Demand Registration Statement effective for a period of at least 180 days from the date on which the SEC declares such Demand Registration Statement effective plus the duration of any Delay Period and any Blackout Period, or such shorter period that shall terminate when all of the Registrable Common Stock covered by such


6 Demand Registration Statement has been sold pursuant to such Demand Registration Statement in accordance with the plan of distribution set forth therein.


4. PIGGYBACK REGISTRATIONS.


(a) Right to Piggyback. Whenever the Company proposes to publicly sell or register for sale any of its common equity securities pursuant to a registration statement (a "Piggyback Registration Statement") under the Securities Act (other than a registration statement on Form S-8 or on Form S-4 or any similar successor forms thereto), whether for its own account or for the account of one or more stockholders of the Company (a "Piggyback Registration"), the Company shall give prompt written notice to the Stockholder of its intention to effect such sale or registration and, subject to Sections 4(b) and 4(c), shall include in such transaction all Registrable Common Stock with respect to which the Company has received a written request from the Stockholder for inclusion therein within 15 days after the receipt of the Company's notice. The Company may postpone or withdraw the filing or the effectiveness of a Piggyback Registration at any time in its sole discretion, without prejudice to the Stockholder's right to immediately request a Demand Registration hereunder. A Piggyback Registration shall not be considered a Demand Registration for purposes of Section 3 of this Agreement.


(b) Priority on Primary Registrations. If a Piggyback Registration is initiated as an underwritten primary registration 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 shares 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 Registrable Common Stock requested to be included therein by the Stockholder, and (iii) third, among other securities requested to be included in such registration by other security holders of the Company on such basis as such holders may agree among themselves and the Company.


(c) Priority on Secondary Registrations. If a Piggyback Registration is initiated as an underwritten registration on behalf of a holder of the Company's securities other than Registrable Common Stock, 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 advers ...