Fifteenth Supplemental Indenture

Fifteenth Supplemental Indenture

between

MetLife, Inc.,
as Issuer,

and

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

Dated as of May 29, 2009

Table of Contents

     FIFTEENTH SUPPLEMENTAL INDENTURE, dated as of May 29, 2009 (this “ Fifteenth Supplemental Indenture ”), between MetLife, Inc., a Delaware corporation (the “ Company ”), and The Bank of New York Mellon Trust Company, N.A., as trustee (the “ Trustee ”), supplementing the Indenture, dated as of November 9, 2001 (the “ Original Indenture ”), between the Company and The Bank of New York Mellon Trust Company, N.A. (as successor in interest to J.P. Morgan Trust Company, National Association (as successor to Bank One Trust Company, N.A.)), as trustee.

Recitals

     WHEREAS, the Company executed and delivered the Original Indenture to the Trustee to provide for the future issuance of the Company’s senior debt securities (the “ Securities ”), to be issued from time to time in one or more series as might be determined by the Company under the Original Indenture;

     WHEREAS, pursuant to the terms of the Original Indenture and this Fifteenth Supplemental Indenture (together, the “ Indenture ”), the Company desires to provide for the establishment of a new series of Securities to be known as the 6.75% Senior Notes due 2016 (the “ Senior Notes ”), the form and substance of such Senior Notes, and the terms, provisions and conditions thereof to be set forth herein as provided in the Indenture;

     WHEREAS, the Company has requested that the Trustee, in respect to the Senior Notes, execute and deliver this Fifteenth Supplemental Indenture in such capacity; and

     WHEREAS, all requirements necessary to make this Fifteenth Supplemental Indenture a valid instrument in accordance with its terms and to make the Senior Notes, when executed by the Company and authenticated and delivered by the Trustee, the valid obligations of the Company, have been done and performed, and the execution and delivery of this Fifteenth Supplemental Indenture has been duly authorized in all respects;

     NOW THEREFORE, in consideration of the purchase and acceptance of the Senior Notes by the holders thereof, and for the purpose of setting forth, as provided in the Indenture, the form and substance of the Senior Notes, and the terms, provisions and conditions thereof, the parties hereto hereby agree as follows:

ARTICLE I
Senior Notes

          SECTION 1.01 Definitions .

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

     (a) a term not defined herein that is defined in the Original Indenture, has the same meaning when used in this Fifteenth Supplemental Indenture;

     (b) the definition of any term in this Fifteenth Supplemental Indenture that is also defined in the Original Indenture, shall for the purposes of this Fifteenth Supplemental Indenture supersede the definition of such term in the Original Indenture;

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

     (d) the definition of a term in this Fifteenth Supplemental Indenture is not intended to have any effect on the meaning or definition of an identical term that is defined in the Original Indenture insofar as the use or effect of such term in the Original 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; and

     (g) the following terms have the meanings given to them in this Section 1.01(g):

     “ Interest Payment Date ” means June 1 and December 1 of each year, commencing December 1, 2009.

     “ Original Issue Date ” means May 29, 2009.

     “ Regular Record Date ” means, with respect to each Interest Payment Date, the close of business on the preceding May 15 or November 15, as the case may be (whether or not a Business Day).

     “ Stated Maturity ” means June 1, 2016.

          SECTION 1.02 Establishment .

     (a) There is hereby established a new series of Securities to be issued under the Indenture, to be designated as the Company’s 6.75% Senior Notes due 2016.

     (b) There are to be authenticated and delivered Senior Notes in an initial aggregate principal amount of $1,250,000,000, and no further Senior Notes shall be authenticated and delivered except as provided by Section 2.05, 2.07, 2.11, 3.03 or 9.04 of the Original Indenture; provided , however , that the aggregate principal amount of the Senior Notes may be increased in the future with no limit, without the consent of the holders of the Senior Notes, on the same terms and with the same CUSIP and ISIN numbers as the Senior Notes, except for the issue price, Original Issue Date and, if applicable, the first Interest Payment Date and the initial interest accrual date, provided that no Event of Default with respect to the Senior Notes shall have occurred and be continuing. The Senior Notes shall be issued in fully registered form, without coupons.

     (c) The Senior Notes shall be issued in the form of one or more Global Securities, registered in the name of the Depositary or its nominee. Each Global Security and the Trustee’s Certificate of Authentication thereof, shall be in substantially the form set forth in Exhibit A hereto. The Depositary with respect to the Senior Notes shall be The Depository Trust Company (the “ Depositary ”).

     (d) Each Senior Note shall be dated the date of authentication thereof and shall bear interest from the Original Issue Date or from the most recent Interest Payment Date to which interest has been paid or duly provided for.

          SECTION 1.03 Payment of Principal and Interest.

     (a) The principal of the Senior Notes shall be due at Stated Maturity. The unpaid principal amount of the Senior Notes shall bear interest at the rate of 6.75% per year until paid or duly provided for. Interest shall be paid semi-annually in arrears on each Interest Payment Date, commencing December 1, 2009, to the Person in whose name the Senior Notes are registered on the Regular Record Date for such Interest Payment Date, provided, that interest payable at the Stated Maturity of principal or upon redemption will be paid to the Person to whom principal is payable. Any such interest that is not so punctually paid or duly provided for will forthwith cease to be payable to the holders on such Regular Record Date and may be paid as provided in Section 2.03 of the Original Indenture.

     (b) Payments of interest on the Senior Notes will include interest accrued to but excluding the respective Interest Payment Dates. Interest payments for the Senior Notes shall be computed and paid on the basis of a 360-day year consisting of twelve 30-day months.

     (c) In the event that any date on which interest is payable on the Senior Notes is not a Business Day, then payment of the interest payable on such date will be made on the next succeeding day that is a Business Day (and without any interest or other payment in respect of any such delay), except that, if such Business Day is in the next succeeding calendar year, such payment shall be made on the immediately preceding Business Day, in each case with the same force and effect as if made on the date the payment was originally payable.

     (d) All payments of the principal of, and premium, if any, and interest due on the Senior Notes at the Stated Maturity or upon redemption will be made upon surrender of the Senior Notes at the Corporate Trust Office of the Trustee in the Borough of Manhattan, The City of New York.

     (e) The principal of, and premium, if any, and interest due on the Senior Notes shall be paid in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts. Payments of interest (including interest on any Interest Payment Date) will be made, subject to such surrender where applicable and subject, in the case of a Global Security, to the Trustee’s arrangements with the Depositary, at the option of the Company, (i) by check mailed to

the address of the Person entitled thereto as such address shall appear in the Security Register or (ii) by wire transfer at such place and to such account at a banking institution in the United States of America as may be designated in writing to the Trustee at least 15 days prior to the date for payment by the Person entitled thereto.

          SECTION 1.04 Denominations .

     The Senior Notes may be issued in denominations of $2,000, or any integral multiple of $1,000 in excess thereof.

          SECTION 1.05 Global Securities .

     (a) Except under the limited circumstances described below, Senior Notes represented by Global Securities will not be exchangeable for, and will not otherwise be issuable as, Senior Notes in definitive form. The Global Securities described above may not be transferred except by the Depositary to a nominee of the Depositary or by a nominee of the Depositary to the Depositary or another nominee of the Depositary or to a successor Depositary or its nominee.

     (b) Except as otherwise provided in this Fifteenth Supplemental Indenture, owners of beneficial interests in such Global Securities will not be considered the holders thereof for any purpose under the Indenture, and no Global Security representing a Senior Note shall be exchangeable, except for another Global Security of like denomination and to be registered in the name of the Depositary or its nominee or to a successor Depositary or its nominee. The rights of holders of such Global Securities shall be exercised only through the Depositary.

     (c) A Global Security shall be exchangeable in whole or, from time to time, in part for Senior Notes in definitive registered form only as provided in the Indenture. If (i) at any time the Depositary notifies the Company that it is unwilling or unable to continue as Depositary for the Senior Notes or if at any time the Depositary shall no longer be registered or in good standing under the Securities Exchange Act of 1934, as amended, or other applicable statute or regulation, and the Company does not appoint a successor Depositary within 90 days after the Company receives such notice or becomes aware of such condition, as the case may be, or (ii), subject to the procedures of the Depositary, the Company in its sole discretion determines that the Senior Notes shall be exchangeable for Senior Notes in definitive registered form and executes and, in each case, delivers to the Security Registrar a written order of the Company providing that the Senior Notes shall be so exchangeable, the Senior Notes shall be exchangeable for Senior Notes in definitive registered form, provided that the definitive Senior Notes so issued in exchange for the Senior Notes shall be in denominations of $2,000 and integral multiples of $1,000 in excess thereof and be of like aggregate principal amount and tenor as the portion of the Senior Notes to be exchanged. Except as provided herein, owners of beneficial interests in the Senior Notes will not be entitled to have Senior Notes registered in their names, will not receive or be entitled to physical delivery of Senior Notes in definitive registered form and will not be considered the holders thereof for any purpose under the Indenture. Neither the Company, the Trustee, any Paying Agent nor

the Security Registrar shall have any responsibility or liability for any aspect of records relating to or payments made on account of beneficial ownership interests in the Senior Notes, or for maintaining, supervising or reviewing any records relating to such beneficial ownership interests. Any Global Security that is exchangeable pursuant to this Section 1.05(c) shall be exchangeable for Senior Notes registered in such names as the Depositary shall direct.

          SECTION 1.06 Transfer .

     No service charge will be made for any registration of transfer or exchange of Senior Notes, but payment will be required of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection therewith.

          SECTION 1.07 Defeasance .

     The provisions of Sections 13.02 and 13.03 of the Original Indenture will apply to the Senior Notes.

          SECTION 1.08 Redemption at the Option of the Company.

     (a) The Senior Notes will be redeemable at the Company’s option, in whole or in part, at any time and from time to time (any such date fixed for redemption, an “ Optional Redemption Date ”), at a redemption price equal to the greater of 100% of the principal amount to be redeemed plus accrued and unpaid interest to, but excluding, such Optional Redemption Date and the “Make-Whole Redemption Amount” (as defined below).

     “ 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 on the Senior Notes to be redeemed (not including any portion of those payments of interest accrued as of such Optional Redemption Date), discounted from their respective scheduled payment dates to such Optional Redemption Date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Treasury Rate plus 50 basis points plus accrued and unpaid interest thereon to, but excluding, such Optional Redemption Date.

     For purposes of the preceding definitions:

     (b) Notwithstanding Section 3.02 of the Original Indenture, the notice of redemption with respect to the foregoing redemption need not set forth the Redemption Price but only the manner of calculation thereof as described above.

     (c) The Company shall notify the Trustee of the Redemption Price with respect to the foregoing redemption promptly after the calculation thereof. The Trustee shall not be responsible for calculating said Redemption Price.