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6.817% SENIOR DEBT SECURITIES, SERIES A, DUE 2018

Indenture Agreement

6.817% SENIOR DEBT SECURITIES, SERIES A, DUE 2018 | Document Parties: Bank of New York Mellon Trust Company, N.A. | CEDE & CO | JP Morgan Trust Company, National Association | METLIFE, INC You are currently viewing:
This Indenture Agreement involves

Bank of New York Mellon Trust Company, N.A. | CEDE & CO | JP Morgan Trust Company, National Association | METLIFE, INC

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Title: 6.817% SENIOR DEBT SECURITIES, SERIES A, DUE 2018
Governing Law: New York     Date: 8/15/2008
Industry: Insurance (Miscellaneous)     Sector: Financial

6.817% SENIOR DEBT SECURITIES, SERIES A, DUE 2018, Parties: bank of new york mellon trust company  n.a. , cede & co , jp morgan trust company  national association , metlife  inc
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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.

 


 

 

 

 

No.

 

Original Principal Amount: $

Issue Date: August 15, 2008

 

CUSIP No.: 59156R AR9

 

 

ISIN: US59156RAR93

METLIFE, INC.

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.

Dated: August ___, 2008

METLIFE, INC.

 

 

 

 

 

 

 

By:

 

 

 

 

 

 

 

 

 

 

 

 

 

Name:

 

Eric. T. Steigerwalt

 

 

 

 

Title:

 

Senior Vice President and Treasurer

 

 

 


 

CERTIFICATE OF AUTHENTICATION

     This is one of the Series A Debentures referred to in the Indenture.

Dated:

 

 

 

 

 

 

 

THE BANK OF NEW YORK MELLON
TRUST COMPANY, N.A.,
as Trustee

 

 

 

 

 

 

 

By:

 

 

 

 

 

 

 

 

 

 

 

Authorized Signatory

 


 

     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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