THIS
CERTIFICATE IS A GLOBAL CERTIFICATE WITHIN THE MEANING OF THE
INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF
CEDE & CO., AS THE NOMINEE OF THE DEPOSITORY TRUST COMPANY, A
NEW YORK CORPORATION (THE “DEPOSITARY”), THE DEPOSITARY
OR ANOTHER NOMINEE OF THE DEPOSITARY. THIS CERTIFICATE IS
EXCHANGEABLE FOR CERTIFICATES REGISTERED IN THE NAME OF A PERSON
OTHER THAN THE DEPOSITARY OR ITS NOMINEE ONLY IN THE LIMITED
CIRCUMSTANCES DESCRIBED IN THE INDENTURE AND NO TRANSFER OF THIS
CERTIFICATE (OTHER THAN A TRANSFER OF THIS CERTIFICATE AS A WHOLE
BY THE DEPOSITARY TO A NOMINEE OF THE DEPOSITARY OR BY A NOMINEE OF
THE DEPOSITARY TO THE DEPOSITARY OR ANOTHER NOMINEE OF THE
DEPOSITARY) MAY BE REGISTERED EXCEPT IN LIMITED
CIRCUMSTANCES.
UNLESS THIS
CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITARY FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND
ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO.
OR SUCH OTHER NAME AS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF
THE DEPOSITARY (AND ANY PAYMENT HEREON IS MADE TO CEDE & CO. OR
TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF THE DEPOSITARY), ANY TRANSFER, PLEDGE OR OTHER
USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL
SINCE THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST
HEREIN.
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Original
Principal Amount: $ •
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Issue Date:
August 15, 2008
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CUSIP No.:
59156R AR9
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ISIN:
US59156RAR93
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6.817% SENIOR DEBT SECURITIES,
SERIES A, DUE 2018
This securities
certificate certifies that Cede & Co. is the registered Holder
of the 6.817% Senior Debt Securities, Series A, due 2018 (the
“ Series A Debentures ”) set forth above or
such other number of Series A Debentures reflected in the
Schedule of Increases or Decreases in the Global Certificate
attached hereto.
MetLife, Inc., a
Delaware corporation (the “ Company ”, which
term includes any successor corporation under the Indenture (as
defined on the reverse hereof)) for value received, hereby promises
to pay to The Bank of New York Mellon Trust Company, N.A., as
Purchase Contract Agent (as defined in the Remarketing Agreement
dated July 11, 2008 among MetLife, Inc., Banc of America
Securities LLC (the “Remarketing Agents,” which
expression shall include any institution(s) appointed as a
Remarketing Agent in accordance with Section 8 of the
Remarketing Agreement), and The Bank of New York Mellon Trust
Company, N.A., not individually but solely as Purchase Contract
Agent and as attorney-in-fact of the holders of Purchase Contracts)
, the Accreted Principal Amount (as defined in the Indenture) on
August 15, 2018 (the “ Stated Maturity Date
”). This Series A Debenture shall bear interest as
specified on the reverse hereof.
This Series A
Debenture shall not be entitled to any benefit under the Indenture,
be valid or become obligatory for any purpose, until the
Certificate of Authentication hereon shall have been executed by
the Trustee.
The provisions of
this Series A Debenture are continued on the reverse side
hereof and such continued provisions shall for all purposes have
the same effect as though fully set forth at this place.
IN WITNESS
WHEREOF, the Company has caused this instrument to be
executed.
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Name:
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Eric. T.
Steigerwalt
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Title:
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Senior Vice
President and Treasurer
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CERTIFICATE OF
AUTHENTICATION
This is one of the
Series A Debentures referred to in the Indenture.
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THE BANK OF NEW
YORK MELLON
TRUST COMPANY, N.A.,
as Trustee
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By:
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Authorized
Signatory
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This 6.817% Senior
Debt Securities, Series A, due 2018 (the “
Series A Debentures ”) have been issued as a duly
authorized series of the Company under and pursuant to a 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) (the “ Trustee
”), as amended and supplemented by the First Supplemental
Indenture, dated as of June 21, 2005 between the Company and
the Trustee (the “ First Supplemental Indenture
”) and, the Sixth Supplemental Indenture, dated
August 15, 2008 (the “ Sixth Supplemental
Indenture ”, and together with the Base Indenture and the
First Supplemental Indenture, the “ Indenture
”), to which Indenture and all indentures supplemental
thereto reference is hereby made for a description of the rights,
limitations of rights, obligations, duties and immunities
thereunder of the Trustee, the Company and the Holders of the
Series A Debentures.
The Series A
Debentures are unsecured and rank equally in right of payment with
all of MetLife, Inc.’s other senior unsecured debt to the
extent provided in the Indenture.
This Series A
Debenture will bear interest from August 15, 2008 at the rate
per annum equal to 6.817%; such interest shall be payable in cash,
semi-annually in arrears on the Interest Payment Dates following
six months and twelve months after August 15, 2008 and
thereafter on the respective anniversaries thereof. Interest on
this Series A Debenture shall be calculated on the basis of a
360-day year composed of twelve 30-day months. The amount of
interest payable for any period shorter than a full semi-annual
period for which interest is computed will be computed on the basis
of the actual number of days elapsed in that 180-day period.
Interest payable on this Series A Debenture on any Interest
Payment Date will include interest for the immediately preceding
Interest Period. The interest so payable and punctually paid or
duly provided for on any Interest Payment Date will, as provided in
the Indenture, be paid to the Person in whose name this
Series A Debenture (or one or more Predecessor Series A
Debenture) is registered at the close of business on the regular
record date for such interest payment, which shall be the first day
of the month in which such interest payment is due. Any interest
which is payable, but is not punctually paid or duly provided for,
on any Interest Payment Date shall forthwith cease to be payable to
the registered Holder hereof on the relevant regular record date by
virtue of having been such Holder, and may be paid to the Person in
whose name this Series A Debenture (or one or more Predecessor
Series A Debenture) is registered at the close of business on
a special record date for the payment of such Defaulted Interest to
be fixed by the Company, notice whereof shall be given to the
Holders of Series A Debenture not less than 10 days prior
to such special record date, or may be paid at any time in any
other lawful manner not inconsistent with the requirements of any
securities exchange on which the Series A Debentures may be
listed, and upon such notice as may be required by such exchange,
all as more fully provided in the Indenture.
If the Accreted
Principal Amount hereof or any portion of such Accreted Principal
Amount is not paid when due (whether upon acceleration, upon the
date set for payment of the Redemption Price or upon the Stated
Maturity of this Series A Debenture) or if interest due hereon
(or any portion of such interest), is not paid when due, then in
each such case the overdue amount shall, to the extent permitted by
law, bear interest at the rate borne by this Series A
Debenture, compounded at the end of such Interest Period, which
interest shall accrue from the date such overdue amount was
originally due to the date payment of such amount, including
interest thereon, has been made or duly provided for. All such
interest shall be payable as set forth in the Indenture.
Subject to the
terms and conditions of the Indenture, the Company will make
payments in respect of the Redemption Price and at the Stated
Maturity of the Series A Debentures to Holders who surrender
Series A Debentures to a Paying Agent to collect such payments
in respect of the Series A Debentures; provided that if any
Redemption Date is an Interest Payment Date, accrued and unpaid
interest shall be paid to the Holder of record as of the applicable
regular record date. The Company will pay cash amounts in money of
the United States that at the time of payment is legal tender for
payment of public and private debts. However, the Company may make
such cash payments by check payable in such money; provided that
payment by wire transfer of immediately available funds will be
required with respect to principal of and interest on all Global
Series A Debentures. If any Interest Payment Date (other than
an Interest Payment Date coinciding with the Stated Maturity or
earlier Redemption Date) falls on a day that is not a Business Day,
such Interest Payment Date will be postponed to the next succeeding
Business Day and no
interest on
such payment will accrue for the period from and after the Interest
Payment Date to such next succeeding Business Day, but if that
Business Day is in the next succeeding calendar year, then that
payment shall be made on the immediately preceding Business Day,
with the same force and effect as if made on that date. If the
Stated Maturity or Redemption Date of this Series A Debenture would
fall on a day that is not a Business Day, the required payment of
interest, if any, and principal will be made on the next succeeding
Business Day and no interest on such payment will accrue and no
principal will accrete for the period from and after the Stated
Maturity or Redemption Date to such next succeeding Business
Day.
No sinking fund is
provided for the Series A Debentures. The entire principal
amount of the Series A Debentures will mature and become due
and payable, together with any accrued and unpaid interest thereon
includ
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