exv4w6





Exhibit 4.6



Execution Version




 

 








Twenty-First Supplemental Indenture




between



MetLife, Inc.

as Issuer



and



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

as Trustee



Dated as of November 1, 2010



 

 












 









 
















Table of Contents




	 	 	 	 	 
	 	 	Page
	ARTICLE I Definitions and Other Provisions of General Application

	 	 	1	 
	 
	 	 	 	 
	SECTION 1.1 Definitions

	 	 	1	 
	SECTION 1.2 Scope and Conflicts with Base Indenture

	 	 	7	 
	 
	 	 	 	 
	ARTICLE II General Terms and Conditions of the Series Notes

	 	 	7	 
	 
	 	 	 	 
	SECTION 2.1 Designation and Principal Amount

	 	 	7	 
	SECTION 2.2 Maturity

	 	 	7	 
	SECTION 2.3 Form and Payment

	 	 	7	 
	SECTION 2.4 Global Notes

	 	 	8	 
	SECTION 2.5 Appointment of Successor Depositary

	 	 	9	 
	SECTION 2.6 Definitive Certificates

	 	 	9	 
	SECTION 2.7 Private Placement Legend

	 	 	10	 
	SECTION 2.8 Interest

	 	 	11	 
	SECTION 2.9 Redemption

	 	 	11	 
	SECTION 2.10 CUSIP Numbers

	 	 	12	 
	SECTION 2.11 Security Registrar and Paying Agent

	 	 	12	 
	SECTION 2.12 Ranking

	 	 	12	 
	SECTION 2.13 Form of Notes

	 	 	12	 
	 
	 	 	 	 
	ARTICLE III Remarketing

	 	 	12	 
	 
	 	 	 	 
	SECTION 3.1 Obligation to Conduct Remarketing and Related Requirements

	 	 	12	 
	SECTION 3.2 Reset of Note Interest Rate in Connection with Successful Remarketing

	 	 	14	 
	SECTION 3.3 Remarketing Procedures

	 	 	15	 
	 
	 	 	 	 
	ARTICLE IV Put Right of Holders

	 	 	17	 
	 
	 	 	 	 
	SECTION 4.1 Put Right upon a Final Failed Remarketing

	 	 	17	 
	SECTION 4.2 Exercise of Put Right

	 	 	17	 
	SECTION 4.3 Pledge Agreement and Indemnification Security Agreement

	 	 	18	 
	 
	 	 	 	 
	ARTICLE V Events of Default, Waiver and Notice

	 	 	18	 
	 
	 	 	 	 
	SECTION 5.1 Events of Default

	 	 	18	 
	 
	 	 	 	 
	ARTICLE VI Miscellaneous Provisions

	 	 	20	 
	 
	 	 	 	 
	SECTION 6.1 Effectiveness

	 	 	20	 
	SECTION 6.2 Further Assurances

	 	 	20	 
	SECTION 6.3 Ratification of Base Indenture

	 	 	20	 
	SECTION 6.4 Governing Law

	 	 	20	 
	SECTION 6.5 Counterparts

	 	 	20	 
	 
	 	 	 	 
	EXHIBIT A Form of Notes

	 	 	A-1	 






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     Twenty-First Supplemental Indenture, dated as of November 1, 2010 (this “Supplemental
Indenture”), between MetLife, Inc., a Delaware corporation (the “Company,” which term includes any
successor to MetLife, Inc. under the Indenture defined below), 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 “Base Indenture” and, together with this Supplemental Indenture, the “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 the Base Indenture and delivered the same to the
Trustee to provide for the future issuance of the Company’s unsecured senior debentures, notes or
other evidence of indebtedness (the “Securities”) to be issued from time to time in one or more
series as may be determined by the Company under the Base Indenture;



     Whereas, pursuant to the terms of the Indenture and this Supplemental Indenture, the
Company desires to provide for the establishment of a new series of its Securities (hereafter
defined as the Notes), with the form and substance of such 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 execute and deliver this
Supplemental Indenture; and



     Whereas, all requirements necessary to make this Supplemental Indenture a valid
instrument in accordance with its terms, and to make the 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 Supplemental Indenture have been duly
authorized in all respects.



     Now, Therefore, in consideration of the purchase and acceptance of the Notes by the
holders thereof, and for the purpose of setting forth, as provided in the Indenture, the form and
substance of the Notes, and the terms, provisions and conditions thereof, the Company covenants and
agrees with the Trustee as follows:



ARTICLE I

Definitions and Other Provisions of General Application


     SECTION 1.1 Definitions. Unless the context otherwise requires or unless otherwise set forth
herein:




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



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



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     (c) the terms defined in this  Article I have the meanings assigned to them in this  Article I
and include the plural as well as the singular, and nouns and pronouns of the masculine gender
include the feminine and neuter genders;



     (d) all accounting terms not otherwise defined herein have the meanings assigned to them in
accordance with generally accepted accounting principles in the United States as in effect at the
time the relevant calculation is to be made;



     (e) all references to an Article, Section or other subdivision or Exhibit refer to an Article,
Section or other subdivision of, or Exhibit to, this Supplemental Indenture;



     (f) references to dollars (including references to “$”) shall be deemed to refer to U.S.
dollars;



     (g) headings are for convenience of reference only and do not affect interpretation;



     (h) the term “or” shall not be exclusive;



     (i) the words “herein,” “hereof” and “hereunder,” and other words of similar import, refer to
this Supplemental Indenture as a whole and not to any particular Article, Section, Exhibit or other
subdivision of this Supplemental Indenture; and



     (j) for purposes of the Notes and this Supplemental Indenture, but not any other Securities or
any other indenture supplemental to the Base Indenture, the following terms have the meanings given
to them in this Section 1.1(j):



     “Actual Stock Purchase Date” means (i) the Initial Stock Purchase Date, if the first (1st)
Remarketing is Successful; (ii) the First Delayed Stock Purchase Date, if the first (1st)
Remarketing is not Successful and the second (2nd) Remarketing is Successful; or (iii) the Second
Delayed Stock Purchase Date if neither the first (1st) Remarketing nor the second (2nd) Remarketing
is Successful.



     “Applicable Stock Purchase Date” means (i) with respect to the first (1st) Remarketing, the
Initial Stock Purchase Date; (ii) with respect to a second (2nd) Remarketing, the First Delayed
Stock Purchase Date; and (iii) with respect to a third (3rd) Remarketing, the Second Delayed Stock
Purchase Date.



     “Beneficial Owner” means, with respect to a Book-Entry Interest, a Person who is the
beneficial owner of such Book-Entry Interest as reflected on the books of the Depositary or on the
books of a Person maintaining an account with such Depositary (directly as a participant in the
Depositary or as an indirect participant, in each case in accordance with the rules of such
Depositary).



     “Book-Entry Interest” means a beneficial interest in a Global Certificate, registered in the
name of a Depositary or a nominee thereof, ownership and transfers of which shall be maintained and
made through book entries by such Depositary as described in  Section 2.4.



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     “Business Day” “ means any day other than a Saturday, Sunday or other day on which banking
institutions in New York, New York are authorized or required by law or executive order to remain
closed.



     “Cash Settlement” has the meaning set forth in the Stock Purchase Contract Agreement.



     “Certificate” means a certificate, executed by the Company and authenticated by the Trustee or
Authenticating Agent in accordance with the Indenture, evidencing part or all of the Notes.



     The phrase “close of business” means 5:00 p.m., New York City time.



     “Common Equity Unit” has the meaning set forth in the Stock Purchase Contract Agreement.



     “Custodial Agent” has the meaning set forth in the Pledge Agreement.



     “Event of Default” has the meaning set forth in Section 5.1.



     “Excess Proceeds Remarketing Amount” means, with respect to each Note being remarketed in a
Remarketing, an amount equal to the excess, if any, of (i) the gross proceeds of such Remarketing
attributable to such Note over (ii) the sum of (A) the Remarketing Fee attributable to such Note
and (B) the Par Proceeds Remarketing Amount attributable to such Note.



     “Failed Remarketing” means a Remarketing that is not Successful.



     “Final Failed Remarketing” means the occurrence of a Remarketing whose Applicable Stock
Purchase Date is the Second Delayed Stock Purchase Date, which Remarketing is a Failed Remarketing.



     “First Delayed Stock Purchase Date” means the date that is three (3) calendar months after the
Initial Stock Purchase Date.



     “First Remarketing Settlement Date Period” means the period that begins on, and includes, the
fifth (5th) Business Day immediately preceding the Initial Stock Purchase Date and ends on, and
includes, the Initial Stock Purchase Date.



     “Global Certificate” means a Certificate that evidences part or all of the Notes and is
registered in the name of a Depositary or a nominee thereof.



     “Indemnification Security Agreement” means the Indemnification Collateral Account Security and
Control Agreement, dated as of November 1, 2010, by and among the Company, ALICO Holdings LLC,
Deutsche Bank Trust Company Americas, in its capacity as Securities Intermediary thereunder,
Deutsche Bank Trust Company Americas, in its capacity as Pledge Collateral Agent thereunder, for
certain limited purposes, Deutsche Bank Trust Company Americas, in its capacity as Stock Purchase
Contract Agent under the Pledge Agreement, and, for certain limited purposes, American
International Group, Inc.



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     “Initial Note Interest Rate” means a rate per annum equal to 1.923%.



     “Initial Stock Purchase Date” means the later of (1) the date that is six (6) calendar months
after the “First Stock Purchase Date” (as defined in the Stock Purchase Contract Agreement); and
(2) the Initial Scheduled Second Stock Purchase Date (as defined in the Stock Purchase Contract
Agreement).



     “Interest Make-Whole” means, with respect to Notes to be offered for resale in a Remarketing,
an amount equal to the unpaid interest on such Notes that will have accrued to, but not including,
the Applicable Stock Purchase Date of such Remarketing; provided, however, that if the Remarketing
Settlement Date of such Remarketing is after the close of business on a record date for the payment
of interest on such Notes and on or before the next succeeding interest payment date for such
Notes, then the Interest Make-Whole of such Notes shall be an amount equal to zero (0).



     “Interest Payment Date” has the meaning set forth in Section 2.8(a).



     “Normal Common Equity Unit” has the meaning set forth in the Stock Purchase Contract
Agreement.



     “Note Interest Rate” means, as of any time, the rate at which interest accrues, in accordance
with Section 2.8, on the Notes.



     “Note Redemption Price” means, with respect to each Note to be redeemed on a Redemption Date,
the sum of (1) the greater of (A) the principal amount of such Note; and (B) the present value, as
of such Redemption Date, of all remaining scheduled principal and interest payments on such Note
from, but excluding, such Redemption Date through, and including, the Stated Maturity date of the
principal of such Note (not including any portion of such payments of interest that have accrued,
or for which the Regular Record Date has occurred, as of such Redemption Date), such present value
to be calculated using discounting, on a semi-annual basis assuming a 360-day year consisting of
twelve 30-day months, at a discount rate equal to the lesser of (i) the Treasury Rate plus fifty
(50) basis points and (ii) fifteen percent (15%); and (2) (without duplication) unpaid interest
that has accrued on such Note to, but excluding, such Redemption Date; provided, however, that if
such Redemption Date is after the Regular Record Date for a payment of interest on such Note and on
or before the next Interest Payment Date of such Note, then (x) pursuant to the third sentence of
Section 2.9, such payment of interest shall, notwithstanding such redemption, be made, on such
Interest Payment Date, to the Holder of such Note as of the close of business on such Regular
Record Date; (y) for avoidance of doubt, such present value in clause (1)(B) above shall be
calculated excluding such payment of interest; and (z) clause (2) above will be deemed to be equal
to zero (0). Notwithstanding anything in the Indenture to the contrary, the present value to be
calculated pursuant to clause (1)(B) above shall be calculated assuming that the Note Interest Rate
in effect at the open of business on the applicable Redemption Date will not thereafter be changed.
The Note Redemption Price shall be calculated by the Company.



     “Notes” has the meaning set forth in Section 2.1.



     The phrase “open of business” means 9:00 a.m., New York City time.



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     “Par Proceeds Remarketing Amount” means, in connection with a Remarketing, an amount, for each
Note being remarketed in such Remarketing, equal to 100% of the aggregate principal amount of such
Note.



     “Pledge Agreement” means the Pledge Agreement, dated as of November 1, 2010, among the
Company, Deutsche Bank Trust Company Americas, as Collateral Agent, Custodial Agent and Securities
Intermediary (each as defined in the Stock Purchase Contract Agreement), and Deutsche Bank Trust
Company Americas, as Stock Purchase Contract Agent and attorney-in-fact for the holders of the
Stock Purchase Contracts, as amended or supplemented from time to time.



     “Pledged Common Equity Units” means Common Equity Units that are pledged under the
Indemnification Security Agreement to secure the obligations set forth in the Indemnification
Security Agreement.



     “Private Placement Legend” has the meaning set forth in Section 2.7.



     “Purchase Price” has the meaning set forth in the Stock Purchase Contract Agreement.



     “Put Consideration” has the meaning set forth in Section 4.1.



     “Put Right” has the meaning set forth in Section 4.1.



     “Redemption Date” has the meaning set forth in Section 2.9.



     “Redemption Trigger Date” means the following date, as applicable: (i) in the event there
shall have occurred a Remarketing that is Successful, the second (2nd) anniversary of the
Applicable Stock Purchase Date of such Remarketing; or (ii) in the event there shall have occurred
a Final Failed Remarketing, the Second Delayed Stock Purchase Date.



     “Regular Record Date” has the meaning set forth in Section 2.8.



     “Remarketing” means a remarketing of the Notes pursuant to Article III and the related
Remarketing Agreement.



     “Remarketing Agent” means, as to a Remarketing and related Remarketing Agreement, the
remarketing agent and any successor or replacement remarketing agent for such Remarketing, as
appointed by the Company pursuant to Section 3.1(b).



     “Remarketing Agreement” means, with respect to a Remarketing, the remarketing agreement
entered into among the Company, the Stock Purchase Contract Agent and the Remarketing Agent
pursuant to Section 3.1(b) with respect to such Remarketing.



     “Remarketing Fee” means, as to the Remarketing Agent and a Remarketing, the fee of the
Remarketing Agent for such Remarketing, as provided for in the related Remarketing Agreement.



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     “Remarketing Settlement Date” means, for any Remarketing, the date on which, in accordance
herewith, the purchase and sale of the Notes that are subject to such Remarketing close and
delivery of such Notes is made against payment therefor.



     “Reset Cap” means a rate per annum equal to the sum of (1) the prevailing market yield per
annum, as determined by the Remarketing Agent, of the benchmark U.S. Treasury Security having a
remaining maturity that most closely corresponds to the remaining maturity of the Notes; and (2)
750 basis points.



     “Reset Rate” has the meaning set forth in Section 3.2(a).



     “Second Delayed Stock Purchase Date” means the date that is three (3) calendar months after
the First Delayed Stock Purchase Date.



     “Second Remarketing Settlement Date Period” means the period that begins on, and includes, the
fifth (5th) Business Day immediately preceding the First Delayed Stock Purchase Date and ends on,
and includes, the First Delayed Stock Purchase Date.



     “Securities Act” means the Securities Act of 1933, as amended.



     “Separate Notes” means Notes not forming part of any Common Equity Unit.



     “Stock Purchase Contract” has the meaning set forth in the Stock Purchase Contract Agreement.



     “Stock Purchase Contract Agent” means Deutsche Bank Trust Company Americas, solely in its
capacity as stock purchase contract agent and any successor thereto as stock purchase contract
agent, under the Stock Purchase Contract Agreement.



     “Stock Purchase Contract Agreement” means the Stock Purchase Contract Agreement, dated as of
November 1, 2010, between the Company and the Stock Purchase Contract Agent, as amended or
supplemented from time to time.



     “Successful” means, with respect to a Remarketing, that (1) such Remarketing was conducted in
accordance with Article III; (2) no later than 4:00 P.M., New York City time, on the Remarketing
Settlement Date of such Remarketing, each Note that is subject to such Remarketing has been sold by
the applicable Remarketing Agent; (3) the aggregate cash gross proceeds from such sale have been
delivered to such Remarketing Agent no later than 4:00 P.M., New York City time, on such
Remarketing Settlement Date; and (4) such aggregate cash gross proceeds are not less than the
Successful Remarketing Gross Proceeds Amount for such Remarketing.



     “Successful Remarketing Gross Proceeds Amount” has the meaning set forth in Section
3.1(b)(i).



     “Third Remarketing Settlement Date Period” means the period that begins on, and includes, the
fifth (5th) Business Day immediately preceding the Second Delayed Stock Purchase Date and ends on,
and includes, the Second Delayed Stock Purchase Date.



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     “Treasury Rate” means, with respect to any Redemption Date for a Note to be redeemed, the
prevailing market yield per annum of the benchmark U.S. Treasury Security having a remaining
maturity, as of such Redemption Date, that most closely corresponds to the Stated Maturity of the
principal of such Note. The Treasury Rate shall be calculated on the third (3rd) Business Day
preceding such Redemption Date.


     SECTION 1.2 Scope and Conflicts with Base Indenture. The changes, modifications and supplements to
the Base Indenture effected by this Supplemental Indenture shall only be applicable with respect
to, and govern the terms of, the Notes and shall not apply to any other series of Securities that
have been, or that may be, issued under the Base Indenture, unless a supplemental indenture with
respect to such other series of Securities specifically incorporates such changes, modifications
and supplements.



If the terms of this Supplemental Indenture, or of the Notes, conflict or are inconsistent with any
of the terms of the Base Indenture, then the terms of this Supplemental Indenture, or of the Notes,
as applicable, shall govern the Notes to the extent of such conflict or inconsistency.




ARTICLE II

General Terms and Conditions of the Series Notes



     SECTION 2.1 Designation and Principal Amount. There is hereby authorized a series of
Securities (the Securities of such series, the “Notes”), which shall be designated the “Series D
Senior Debentures due 2024.” The initial aggregate principal amount of the Notes to be issued is
one billion dollars ($1,000,000,000.00), which initial amount to be issued shall be set forth in a
written order of the Company for the initial authentication and delivery of the Notes pursuant to
the Indenture, such order to be signed by an authorized officer of the Company. The Company may,
from time to time and without the consent of the holders of Notes, create further securities having
the same terms and conditions as the Notes in all respects (or in all respects except for the issue
date, the date of the first payment of interest thereon, the issue price or the initial interest
accrual date), so that such further issue shall be consolidated and form a single series with the
outstanding Notes, provided that such further securities are fungible with the outstanding Notes
for U.S. federal income tax purposes. The Notes shall have no premium. Notes may be issued only
in principal amounts equal to an integral multiple of one thousand dollars ($1,000).



     SECTION 2.2 Maturity. The Stated Maturity of the Notes shall be the forty first (41st)
Interest Payment Date immediately following the Actual Stock Purchase Date.


     SECTION 2.3 Form and Payment. Except as provided in  Section 2.4, the Notes shall be issued in
definitive, fully registered form without interest coupons. Principal of, and interest on, the
Notes issued in definitive form shall be payable, the transfer of such Notes will be registrable,
and such Notes will be exchangeable for Notes bearing identical terms and provisions, in each case
at the office or agency of the Trustee; provided, however, that payment of interest on any Note may be made, at the option of the
Company, by check mailed to the Person entitled thereto at such address as shall appear in the
Security Register or by wire transfer in immediately available funds to the bank account number of
such Person specified in writing to the Trustee at least five (5) Business Days prior to the
applicable Interest Payment Date by such Person and entered in the Security Register by the
Security Registrar.





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     SECTION 2.4 Global Notes.



     (a) Notwithstanding anything in the Indenture to the contrary, unless the Company elects, in
its sole and absolute discretion, to issue the Certificates in the form of one or more fully
registered Global Certificates, (i) the provisions of Section 2.4(b) shall not apply; (ii) the
Certificates representing the initial one billion dollars ($1,000,000,000.00) aggregate principal
amount of the Notes to be issued hereunder shall not initially be issued in the form of Global
Certificates and such Notes shall not initially be Global Securities; and (iii) Section 2.11 of the
Base Indenture shall not apply to the Notes.



     (b) Each Certificate to be issued in the form of one or more fully registered Global
Certificates shall be delivered to the Depositary or its custodian by, or on behalf of, the
Company. The initial Depositary, if any, shall be set forth in an Officers’ Certificate or in a
Board Resolution. Such Global Certificates shall initially be registered on the books of the
Security Registrar in the name of Cede & Co., the nominee of the Depositary, and no Beneficial
Owner will receive a definitive Certificate representing such Beneficial Owner’s interest in such
Global Certificate, except as provided in Section 2.6. Unless and until definitive, fully
registered Certificates have been issued to Beneficial Owners pursuant to Section 2.6:




     (i) the provisions of this Section 2.4(b) shall be in full force and effect;




     (ii) the Company, the Trustee and each Paying Agent and Security Registrar shall be
entitled to deal with the Depositary for all purposes of the Indenture (including, without
limitation, making payments of principal or interest on the Notes and receiving approvals,
votes or consents pursuant to the Indenture) as the Holder of the Notes and the sole holder
of the Global Certificates and shall have no obligation to the Beneficial Owners; provided,
however, that any Beneficial Owner may directly enforce against the Company, without the
involvement of the Depositary or any other Person, its right to receive definitive
Certificates pursuant to Section 2.6;




     (iii) subject to Section 2.4(a), to the extent that the provisions of this Section
2.4(b) conflict with any other provisions of the Indenture, the provisions of this Section
2.4(b) shall control; and




     (iv) the rights of the Beneficial Owners shall be exercised only through the Depositary
and shall be limited to those established by law and agreements between such Beneficial
Owners and the Depositary or the Depositary Participants; provided, however, that any
Beneficial Owner may directly enforce against the Company, without the involvement of the
Depositary or any other Person, its right to receive definitive Certificates pursuant to
Section 2.6.



     Transfers of securities evidenced by Global Certificates shall be made through the facilities
of the Depositary, and any cancellation of, or increase or decrease in the principal amount of, the
Notes evidenced by such Global Certificates shall be accomplished by making appropriate annotations
on the Schedule of Increases and Decreases for such Global Certificate.



     The Trustee shall have no responsibility or obligation to any Beneficial Owner of a Global
Certificate, any participant in the Depositary or other Person with respect to the accuracy



8









 




of the records of the Depositary or its nominee or of any such participant or member thereof, with respect
to any ownership interest in Global Certificates or with respect to the delivery to any such
participant, member, Beneficial Owner or other Person (other than the Depositary) of any notice or
the payment of any amount, under or with respect to such Global Certificates.




     Every Global Certificate authenticated, executed and delivered hereunder shall bear a legend
in substantially the following form:




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 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 REQUESTED 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.



     SECTION 2.5 Appointment of Successor Depositary. If the Notes are represented in the form of one
or more fully registered Global Certificates and an event set forth in  Section 2.6(ii)(1) or
 Section 2.6(ii)(2) occurs, the Depositary elects to discontinue its services as securities
depositary with respect to such Notes, then the Company may, in its sole discretion, appoint a
successor Depositary with respect to the Notes.



     SECTION 2.6 Definitive Certificates. If:




     (i) the Notes are represented by one or more fully registered Global Certificates; and




     (ii) either:



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     (1) the Depositary notifies the Company that it is unwilling or unable to
continue to act as Depositary with respect to the Notes and no successor Depositary
has been appointed pursuant to Section 2.5 within ninety (90) days after such
notice; or




     (2) the Depositary ceases to be a “clearing agency” registered under Section
17A of the Exchange Act when the Depositary is required to be so registered to act
as the Depositary and so notifies the Company, and no successor Depositary has been
appointed pursuant to Section 2.5 within ninety (90) days after such notice; or




     (3) any Default or Event of Default has occurred and is continuing; or




     (4) a Beneficial Owner provides a written request, upon sixty (60) days prior
notice to the Company and the Trustee, that such Beneficial Owner’s interest in the
Notes represented by a Global Certificate is to be exchanged for an equivalent
interest in the Notes represented by definitive Certificate,


then (x) definitive Certificates may be prepared by the Company with respect to such Notes and
delivered to the Trustee and (y) upon surrender of the Global Certificates representing the Notes
by the Depositary, accompanied by registration instructions, the Company shall cause definitive
Certificates to be delivered to Beneficial Owners in accordance with the instructions of the
Depositary. None of the Company, the Trustee, any Paying Agent or any Security Registrar shall be
liable for any delay in delivery of such instructions, and each may conclusively rely on, and shall
be authorized and protected in relying on, such instructions. Each definitive Certificate so
delivered shall evidence Notes of the same kind and tenor as the Global Certificate so surrendered
in respect thereof.




     SECTION 2.7 Private Placement Legend.



     (a) Subject to Section 2.7(b), each Certificate that constitutes a “restricted security”
within the meaning of Rule 144 under the Securities Act shall bear a legend (the “Private Placement
Legend”) in substantially the following form:




THE OFFER AND SALE OF THIS SECURITY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF
1933, AS AMENDED (THE “SECURITIES ACT”), AND MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE
TRANSFERRED EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION
STATEMENT OR AN EXEMPTION FROM THE REGISTRATION AND PROSPECTUS-DELIVERY REQUIREMENTS OF THE
SECURITIES ACT.



     (b) Notwithstanding anything to the contrary in the Indenture, (i) Certificates executed,
authenticated and delivered upon a transfer of any interest in a Certificate bearing the Private
Placement Legend shall also bear the Private Placement Legend unless there is delivered to the
Trustee, the Security Registrar and the Company an opinion of counsel reasonably satisfactory to
the Company and addressed to the Company to the effect, or other reasonable proof, that such
Private Placement Legend need not be applied to such Certificates; (ii) the Trustee, the Security
Registrar and the Company may refuse to effect any transfer of an interest



10









 




in a Certificate unless there is delivered to the Trustee, the Security Registrar and the Company an opinion of counsel
reasonably satisfactory to the Company and addressed to the Company to the effect, or other
reasonable proof, that such transfer complies with the registration and prospectus-delivery
requirements of the Securities Act or is exempt from such requirements; and (iii) the Company may,
in its sole and absolute discretion, and subject to the receipt of any opinion(s) of counsel or
other document(s) it deems appropriate, cause the Private Placement Legend to be removed from any
Certificate (including, without limitation, a Certificate that constitutes a “restricted security”
within the meaning of Rule 144 under the Securities Act but that is eligible for resale pursuant to
Rule 144(b)(1) under the Securities Act). The Trustee shall have no obligation or duty to monitor,
determine or inquire as to compliance with any restrictions on transfer imposed under this
Supplemental Indenture or under applicable law with respect to any transfer of any interest in any
Certificate (including any transfers between or among participants in the Depositary, members or
Beneficial Owners in any Global Certificate) other than to require delivery of such certificates
and other documentation or evidence as are expressly required by, and to do so if and when
expressly required by, the terms of this Supplemental Indenture, and to examine the same to
determine substantial compliance as to form with the express requirements hereof.




     SECTION 2.8 Interest.



     (a) Interest shall accrue on the principal amount of the Notes at a rate per annum equal to
the Note Interest Rate. The Note Interest Rate shall initially be equal to the Initial Note
Interest Rate and shall thereafter be subject to adjustment pursuant to  Section 3.2. The Company
shall pay interest on the Notes, payable quarterly in arrears, on March 15, June 15, September 15,
and December 15 of each year (each such date, an “Interest Payment Date”), commencing on, and
including, March 15, 2011. Interest that is due on a Note on any March 15, June 15, September 15,
or December 15 shall be paid to the person who is the Holder of such Note as of the close of
business on the immediately preceding March 1, June 1, September 1, or December 1, respectively
(whether or not such date is a Business Day) (each such date, a “Regular Record Date”). Interest
on a Note shall accrue on the principal amount of such Note from, and including, the most recent
date to which interest has been paid or provided for or, if no interest has been paid, from, and
including, the date such Note was first issued, in each case to, but excluding, the next Interest
Payment Date or the Stated Maturity date of the principal of such Note, as the case may be.
Interest will be computed on the basis of a 360-day year of twelve 30-day months. Section 4.01(b)
of the Base Indenture shall not apply to the Notes.



     (b) The Notes shall not be entitled to any sinking fund payments.


     SECTION 2.9 Redemption. Notwithstanding anything to the contrary in the Indenture, the Company
shall not have the right to redeem any Notes prior to the Redemption Trigger Date. The Company
shall have the right, at the Company’s option, at any time, and from time to time, to redeem all or
any part of the Notes, on any date (the “Redemption Date”) on or after the Redemption Trigger Date
(such Redemption Date to be selected by the Company), at a price payable in cash equal to the Note
Redemption Price. Notwithstanding anything to the contrary in the Indenture, if a Redemption Date
is after the Regular Record Date for a payment of interest on such Note and on or before the next
Interest Payment Date of such Note, then such payment of interest shall, notwithstanding such
redemption, be made, on such Interest Payment Date, to the



11









 






Holder of such Note as of the close of
business on such Regular Record Date. Each redemption pursuant to this  Section 2.9 shall be
subject to Article III of the Base Indenture, except that, for purposes of the Notes, Sections
3.03(a), 3.04, 3.05 and 3.06 of the Base Indenture shall not apply. Notwithstanding Section 3.02
of the Base Indenture, the notice of the foregoing redemption need not set forth the Note
Redemption Price but only the manner of calculation thereof. The Company shall notify the Trustee
of the Note Redemption Price promptly after the determination thereof and the Trustee shall have no
responsibility for any such determination.




          If the giving of notice of redemption shall have been completed as above provided, the
Securities or portions of Securities of the series to be redeemed specified in such notice shall
become due and payable on the date and at the place stated in such notice at the applicable
redemption price, and interest on such Securities or portions of Securities shall cease to accrue
on and after the date fixed for redemption, unless the Company shall default in the payment of such
redemption price with respect to any such Security or portion thereof. On presentation and
surrender of such Securities on or after the date fixed for redemption at the place of payment
specified in the notice, said Securities shall be paid and redeemed at the applicable redemption
price for such series.



     SECTION 2.10 CUSIP Numbers. The Company may use one or more “CUSIP” numbers for the Notes, and, if
the Company does so, the Trustee shall, as a convenience to Holders, use the CUSIP numbers in
notices to Holders; provided, however, that no representation is hereby deemed to be made by the
Trustee as to the correctness or accuracy of the CUSIP numbers printed on the notice or on the
Notes; provided further, that reliance may be placed only on the other identification numbers
printed on the Notes, and the effectiveness of any such notice shall not be affected by any defect
in, or omission of, such CUSIP numbers. The Company shall promptly notify the Trustee of any
change in the CUSIP numbers.



     SECTION 2.11 Security Registrar and Paying Agent. The Company initially appoints the Trustee as
the Security Registrar and Paying Agent for the Notes.



     SECTION 2.12 Ranking. The indebtedness of the Company arising under or in connection with this Supplemental Indenture and
every outstanding Note issued under this Supplemental Indenture from time to time constitutes and
will constitute a senior unsecured obligation of the Company, ranking equally with other existing
and future senior unsecured indebtedness of the Company and ranking senior to any existing or
future subordinated indebtedness of the Company.



     SECTION 2.13 Form of Notes. The Notes and the Trustee’s Certificate of Authentication to be
endorsed thereon are to be substantially in the forms set forth in Exhibit A hereto.



ARTICLE III

Remarketing



     SECTION 3.1 Obligation to Conduct Remarketing and Related Requirements.



     (a) Except as provided in the immediately following sentence, there shall, in accordance with
the Indenture, occur a Remarketing of the Notes, the Remarketing Settlement



12









 




Date of which Remarketing shall occur during the First Remarketing Settlement Date Period; provided, however,
that if such Remarketing is a Failed Remarketing, then there shall, in accordance with the
Indenture, occur a second Remarketing of the Notes, the Remarketing Settlement Date of which
Remarketing shall occur during the Second Remarketing Settlement Date Period; provided further that
if such second Remarketing is a Failed Remarketing, then there shall, in accordance with the
Indenture, occur a third Remarketing of the Notes, the Remarketing Settlement Date of which
Remarketing shall occur during the Third Remarketing Settlement Date Period. Notwithstanding
anything in the Indenture to the contrary, in no event shall the Company be obligated (but the
Company may, in its sole discretion, nonetheless elect) to conduct a Remarketing at any time when
no Normal Common Equity Units are outstanding, and a Final Failed Remarketing shall be deemed not
to occur (and no Holder shall be entitled to exercise a Put Right pursuant to  Article IV) if the
Company elects, in accordance with this sentence, not to conduct a Remarketing.




     (b) The Company shall appoint a nationally recognized investment banking firm as Remarketing
Agent and enter into a Remarketing Agreement at least thirty (30) days before the Applicable Stock
Purchase Date. The Company may appoint different Remarketing Agents for Remarketings with
different Applicable Stock Purchase Dates, provided, however, that the Company shall appoint a
Remarketing Agent and cause the related Remarketing Agreement to be in effect for the period
commencing not less than thirty (30) days prior to the related Applicable Stock Purchase Date and
ending no earlier than the earlier of (A) such Applicable Stock Purchase Date; and (B) the
determination, in accordance with this  Article III, that the related Remarketing is a Successful
Remarketing or Failed Remarketing. Each Remarketing Agreement shall include such terms, conditions
and other provisions as the Company and the applicable Remarketing Agent may agree between
themselves but shall in any event provide substantially to the following effect with respect to the
applicable Remarketing:




     (i) that such Remarketing Agent will use its commercially reasonable efforts to obtain
a cash price for the Notes to be remarketed in such Remarketing which results
in gross proceeds equal to at least the sum of (I) the Remarketing Fee; (II) one
hundred percent (100%) of the aggregate principal amount of such Notes; (III) the Interest
Make-Whole of such Notes; and (IV) the product of five basis points (0.05%) and the
aggregate principal amount of such Notes (such sum, the “Successful Remarketing Gross
Proceeds Amount”);




     (ii) that, subject to and in accordance with  Section 3.2, such Remarketing Agent will
reset the Note Interest Rate in order to give effect to  Section 3.1(b)(i);




     (iii) that such Remarketing Agent will, if such Remarketing is Successful, deduct the
Remarketing Fee from the gross proceeds of such Remarketing and remit any proceeds remaining
after such deduction as follows (allocated to the Notes that participated in such
Remarketing on a pro rata basis in proportion to their principal amounts):




     (1) to the extent such net proceeds relate to Notes that form part of any
Normal Common Equity Unit(s), such Remarketing Agent shall remit such remaining
proceeds to the Securities Intermediary (as defined in the Pledge



13









 







Agreement) for
application in accordance with Section 5.9(a) of the Pledge Agreement; and




     (2) to the extent such net proceeds relate to Separate Notes, such Remarketing
Agent shall remit such remaining proceeds to or at the direction of the Custodial
Agent for payment to the Holders of such Separate Notes; and




     (iv) that the Remarketing Fee for such Remarketing will be as agreed among the Company
and such Remarketing Agent and set forth in the Remarketing Agreement.



     (c) The Company shall use its commercially reasonable efforts to effect the Remarketing of the
Notes as set forth in this  Article III. In the sole judgment of the Company, the Company may
elect to file, and cause to become effective, a registration statement under the Securities Act
registering the sale of all Notes to be remarketed in a Remarketing, which registration statement
shall be in a form that enables the Remarketing Agent to effect sales of such Notes in such
Remarketing pursuant to such registration statement. If the Company shall not have so elected to
file and make effective such a registration statement with respect to a Remarketing, then the
Company and the Remarketing Agent shall use their commercially reasonable efforts to effect such
Remarketing pursuant to Rule 144A under the Securities Act or another available exemption from the
registration and prospectus-delivery requirements of the Securities Act.



     SECTION 3.2 Reset of Note Interest Rate in Connection with Successful Remarketing.



     (a) Subject to and in accordance with this  Article III, the applicable Remarketing Agent
shall, in connection with a Successful Remarketing, reset the Note Interest Rate to a new rate (the
“Reset Rate”), rounded to the nearest one-thousandth of one percent (0.001%) per annum, and such
Reset Rate shall, if such Remarketing is Successful, apply to all Notes (whether or not such Notes
were included in such Remarketing) from, and including, the Remarketing Settlement Date of such
Remarketing; provided, however, that:




     (i) if the Applicable Stock Purchase Date corresponding to such Remarketing is not the
Second Delayed Stock Purchase Date, then the Reset Rate shall in no event exceed a rate per
annum equal to the Reset Cap;




     (ii) if such Applicable Stock Purchase Date is the Second Delayed Stock Purchase Date,
then the Reset Cap shall not apply to the Reset Rate for such Remarketing; and




     (iii) the Reset Rate shall in no event be less than zero percent (0%) per annum in
connection with such Remarketing.



     (b) If a Remarketing is Successful, then the applicable Remarketing Agent shall, no later than
4:30 P.M., New York City time, on the Remarketing Settlement Date for such Remarketing, notify the
Company and the Trustee and the Stock Purchase Contract Agent (i) that such Remarketing was
Successful and (ii) of the Reset Rate for such Remarketing.



     (c) If a Remarketing is not Successful and is not a Final Failed Remarketing, then:



14









 






     (i) no Notes shall be sold in such Remarketing;




     (ii) the Note Interest Rate shall not be changed in connection with such Remarketing
(it being understood that the Note Interest Rate may, in accordance with the provisions of
the Indenture, be changed in connection with a subsequent Remarketing that is Successful);
and




     (iii) the Company and the applicable Remarketing Agent shall attempt another
Remarketing in accordance with, and subject to, Section 3.1(a).



     (d) If a Remarketing is a Final Failed Remarketing, then:




     (i) no Notes shall be sold in such Remarketing;




     (ii) no subsequent Remarketing shall take place;




     (iii) the Note Interest Rate shall not be changed in connection with such Remarketing;




     (iv) subject to the provisions of the Pledge Agreement and, in the case of any Note
that forms part of any Pledged Common Equity Units, the Indemnification Security Agreement,
each Note that was included in such Final Failed Remarketing and that is part of any Normal
Common Equity Unit shall, if the Holder thereof has exercised its Put Right with respect to
such Note in accordance herewith, be transferred to the Company pursuant to Article IV, and
the portion of the Put Consideration for such Note equal to the principal amount of such
Note shall be applied, by the Stock Purchase Contract Agent, in full satisfaction of the
obligations of such Holder under the related Stock Purchase Contracts to pay the related
Purchase Price; and




     (v) each Note that was included in such Final Failed Remarketing shall, if the Holder
thereof has not exercised its Put Right with respect to such Note in accordance with the
Indenture, be returned to such Holder thereof in accordance with the Stock Purchase Contract
Agreement, the Pledge Agreement and, in the case of Notes forming part of Pledged Common
Equity Units, the Indemnification Security Agreement.



     SECTION 3.3 Remarketing Procedures.



     (a) The Stock Purchase Contract Agreement provides that the Company shall give Holders (as
defined therein) of Common Equity Units, and the Company shall give Holders of Separate Notes
notice of a Remarketing at least thirty (30) Business Days before the related Applicable Stock
Purchase Date. Such notice shall set forth:




     (i) the procedures a beneficial owner must follow if it holds its Notes as a component
of a Normal Common Equity Unit to elect not to participate in such Remarketing, and the date
by which such election must be made;




     (ii) the procedures a beneficial owner must follow if it holds Separate Notes to elect
to participate in such Remarketing; and



15









 






     (iii) if the Applicable Stock Purchase Date corresponding to such Remarketing is the
Second Delayed Stock Purchase Date, the procedures a beneficial owner of Normal Common
Equity Units must follow in the event such Remarketing is a Failed Remarketing in order to
elect not to exercise its Put Right.



     (b) On each Remarketing Settlement Date, each outstanding Note forming part of a Normal Common
Equity Unit will be tendered or deemed tendered to the applicable Remarketing Agent for Remarketing
unless the Holder thereof elects not to participate in such Remarketing. Each Holder of Notes
forming part of a Normal Common Equity Unit, by purchasing such Common Equity Unit, agrees to have
such Notes remarketed in any Remarketing (unless such Holder elects not to participate in such
Remarketing as provided in the Indenture and in the Stock Purchase Contract Agreement and Pledge
Agreement) and authorizes the applicable Remarketing Agent to take any and all actions on its
behalf necessary to effect such Remarketing. Each Holder of Notes forming part of a Normal Common
Equity Unit shall have the right to elect not to have such Notes sold pursuant to a Remarketing,
which right may be exercised by electing, no later than the close of business on the eleventh
(11th) Business Day immediately before the Applicable Stock Purchase Date of such Remarketing, Cash
Settlement to apply to such Normal Common Equity Unit in accordance with, and subject to, Section
5.2(b) of the Stock Purchase Contract Agreement and Section 5.6 of the Pledge Agreement.



     (c) Each Holder of Separate Notes may elect to have such Separate Notes remarketed in any
Remarketing by notifying the Custodial Agent and delivering such Separate Notes to the Custodial
Agent before the close of business on the twenty fifth (25th) Business Day immediately before the
Applicable Stock Purchase Date of such Remarketing, in accordance with the Pledge Agreement;
provided, however, that, notwithstanding anything in the Indenture to the contrary, no Holder of a
Separate Note may so elect to include such Separate Note in a Remarketing unless the principal
amount of such Separate Note is an integral multiple of one
thousand dollars ($1,000). No such notice and delivery may be conditioned upon the level at
which the Reset Rate is established in the Remarketing or any other condition, and each such notice
containing any such condition shall be null and void. Each such notice and delivery may be
withdrawn before the close of business on the twenty-fifth (25th) Business Day immediately before
such Applicable Stock Purchase Date in accordance with the Pledge Agreement. Each such notice and
delivery, if not withdrawn in accordance with the immediately preceding sentence, shall be
irrevocable with respect to such Remarketing. Pursuant to Section 5.9(c) of the Pledge Agreement,
no later than 11:00 A.M., New York City time, on the twenty-fourth (24th) Business Day immediately
before the Applicable Stock Purchase Date of a Remarketing, the Custodial Agent, based on the
notices and deliveries received by it before such time, shall notify the applicable Remarketing
Agent of the aggregate principal amount of Separate Notes to be tendered in such Remarketing and
shall cause such Separate Notes to be presented to such Remarketing Agent.



     (d) If a Remarketing is Successful, then the applicable Remarketing Agent shall deduct the
Remarketing Fee to which it is entitled as provided in Section 3.1(b)(iii) and the related
Remarketing Agreement from the gross proceeds of such Remarketing and remit the net proceeds as
provided in Section 3.1(b)(iii).



16









 





     (e) If a Remarketing is Successful, then the Company shall issue a press release through
Bloomberg Business News or another reasonable means of distribution stating that such Remarketing
was Successful and specifying the Reset Rate and shall post such information on its corporate
website.



     (f) If a Remarketing is a Failed Remarketing, then the Company shall issue a press release
through Bloomberg Business News or another reasonable means of distribution stating that such
Remarketing was a Failed Remarketing and shall publish such information on its corporate website.



     (g) The right of each Holder to have its Notes remarketed and sold in connection with any
Remarketing shall be limited to the extent that (i) the applicable Remarketing Agent conducts a
Remarketing pursuant to the terms of the Remarketing Agreement; (ii) such Remarketing Agent is able
to find a purchaser or purchasers for the Notes offered in such Remarketing in accordance with this
Article III and the Remarketing Agreement; and (iii) such purchaser or purchasers deliver the
purchase price therefor in cash to such Remarketing Agent as and when required.



     (h) Neither the Company nor any Remarketing Agent shall be obligated in any case to provide
funds to make payment upon tender of Notes for remarketing.



ARTICLE IV

Put Right of Holders


     SECTION 4.1 Put Right upon a Final Failed Remarketing. Subject to Section 4.2 and Section 4.3,
if there has occurred a Final Failed Remarketing, then Holders of Notes forming part of any Common
Equity Unit shall have the right (the “Put Right”) to require the Company to purchase, on the
Second Delayed Stock Purchase Date, such
Notes for cash (the “Put Consideration”) in an amount equal to the principal amount of the Notes to
be purchased by the Company plus the unpaid interest thereon that has accrued to, but not
including, the Second Delayed Stock Purchase Date.



     SECTION 4.2 Exercise of Put Right. The Put Right of a Holder of Notes forming part of any Normal
Common Equity Units shall automatically, without any action of such Holder, be deemed to be
exercised on the Second Delayed Stock Purchase Date; provided, however, such Put Right shall be
deemed not to be exercised if (1) a Final Failed Remarketing does not occur; or (2) such Holder
duly elects Cash Settlement to apply to such Normal Common Equity Units in accordance with, and
subject to, Section 5.2(b) Stock Purchase Contract Agreement and Section 5.6 of the Pledge
Agreement (including, without limitation, the due payment, in accordance therewith, in lawful money
of the United States by certified or cashier’s check or wire transfer of immediately available
funds payable to or upon the order of the Securities Intermediary (as defined in the Stock Purchase
Contract Agreement), of the aggregate purchase price payable pursuant to the applicable Stock
Purchase Contracts of such Normal Common Equity Units). Notwithstanding anything in the Indenture
to the contrary, in no event shall a Holder be permitted to exercise the Put Right unless the
principal amount of the Notes as to which the Put Right is exercised is an integral multiple of one
thousand dollars ($1,000).




17









 








     SECTION 4.3 Pledge Agreement and Indemnification Security Agreement. The rights of each Holder of
Notes forming part of any Normal Common Equity Unit, including such Holders’ Put Rights, shall, if
such Holder is the Initial Holder (as defined in the Stock Purchase Contract Agreement) of such
Normal Common Equity Units, be subject to the security interest in such Notes in favor of the
Company provided for in the Pledge Agreement and, in the case of Notes that form part of any
Pledged Common Equity Units, the Indemnification Security Agreement.



ARTICLE V

Events of Default, Waiver and Notice



     SECTION 5.1 Events of Default.



     (a) Notwithstanding anything to the contrary in the Indenture, an “Event of Default,” when
used in the Indenture with respect to the Notes, means any one or more of the following events that
shall have occurred and be continuing (it being understood that this definition of “Event of
Default” shall supersede the definition thereof set forth in Section 6.01(a) of the Base
Indenture):




     (i) the Company defaults in the payment of any installment of interest upon the Notes,
as and when the same shall become due and payable, and the continuance of such default for a
period of thirty (30) consecutive days;




     (ii) the Company defaults in the payment of the principal of the Notes as and when the
same shall become due and payable, whether at maturity, upon redemption or otherwise;




     (iii) the Company fails to observe or perform any other of its covenants or agreements
with respect to the Notes contained in the Indenture (other than a covenant or agreement
that has been expressly included in the Indenture solely for the benefit of one or more
series of Securities other than the Notes) for a period of ninety (90) days after the date
on which written notice of such failure, requiring the same to be remedied and stating that
such notice is a “Notice of Default” under the Indenture, shall have been given to the
Company by the Trustee, by registered or certified mail, or to the Company and the Trustee
by the holders of at least twenty-five percent (25%) in principal amount of the Notes at the
time Outstanding;




     (iv) the entry by a court of competent jurisdiction of:




     (1) a decree or order for relief in respect of the Company in an involuntary
proceeding under any applicable Bankruptcy Law, and such decree or order shall
remain unstayed and in effect for a period of sixty (60) consecutive days;




     (2) a decree or order adjudging the Company to be insolvent, or approving a
petition seeking reorganization, arrangement, adjustment or composition of the
Company, and such decree or order shall remain unstayed and in effect for a period
of sixty (60) consecutive days; or



18









 






     (3) a final and non-appealable order appointing a Custodian of the Company, or
of any substantial part of the property of the Company, or ordering the winding up
or liquidation of the affairs of the Company; or




     (v) the Company, pursuant to or within the meaning of any Bankruptcy Law; either (1)
commences a voluntary case or proceeding; (2) consents to the entry of an order for relief
against it in an involuntary case or proceeding; (3) files a petition or answer or consent
seeking reorganization or relief or consents to such filing or to the appointment of or
taking possession by a Custodian of it or for all or substantially all of its property, and
such Custodian is not discharged within sixty (60) days; (4) makes a general assignment for
the benefit of its creditors; or (5) admits in writing its inability to pay its debts
generally as they become due.



     (b) Notwithstanding anything to the contrary in the Indenture, Section 6.01(b) of the Base
Indenture shall not apply to the Notes. If an Event of Default (other than an Event of Default
specified in  Section 5.1(a)(iv) or  Section 5.1(a)(v) of this Supplemental Indenture) with respect
to the Notes at the time Outstanding occurs and is continuing, either the Trustee or the Holders of
no less than twenty-five percent (25%) in aggregate principal amount of the Notes then Outstanding,
by notice in writing to the Company (and to the Trustee if by such Holders), may declare the
principal amount of, and all accrued but unpaid interest on, all the Outstanding Notes to be due
and payable immediately, and upon such declaration the same shall become and shall be immediately
due and payable. If an Event of Default specified in  Section 5.1(a)(iv) or  Section 5.1(a)(v) of
this Supplemental Indenture with respect to the Notes at the time Outstanding occurs, the principal
amount of, and all accrued but unpaid interest on, all the
Outstanding Notes shall automatically become and be immediately due and payable without any
declaration or other act on the part of the Trustee or any Holder.



     (c) Notwithstanding anything to the contrary in the Indenture, Section 6.01(c) of the Base
Indenture shall not apply to the Notes. At any time after the principal of, and accrued and unpaid
interest on, the Notes shall have become due and payable pursuant to an acceleration in accordance
with  Section 5.1(b) of this Supplemental Indenture, and before any judgment or decree for the
payment of the moneys due shall have been obtained or entered as hereinafter provided, the Holders
of a majority in aggregate principal amount of the Notes then Outstanding, by written notice to the
Company and the Trustee, may rescind and annul such acceleration and its consequences if: (i) the
Company has paid or deposited with the Trustee a sum sufficient to pay all matured installments of
interest on all Outstanding Notes and the principal of all Notes that shall have become due
otherwise than by acceleration (with interest upon such principal and, to the extent that such
payment is enforceable under applicable law, upon overdue installments of interest, in each case at
an interest rate, per annum, equal to the Note Interest Rate) and all amounts payable to the
Trustee under Section 7.06 of the Base Indenture; and (ii) any and all Events of Default under the
Indenture, other than the nonpayment of principal on the Notes that shall have become due solely on
account of such acceleration, shall have been remedied or waived as provided in Section 6.08 of the
Base Indenture. No such rescission and annulment shall extend to or shall affect any subsequent
default or impair any right consequent thereon.



19









 





ARTICLE VI

Miscellaneous Provisions




     SECTION 6.1 Effectiveness. This Supplemental Indenture will become effective upon its execution
and delivery.



     SECTION 6.2 Further Assurances. The Company will, at its own cost and expense, execute and deliver
any documents or agreements, and take any other actions, which the Trustee or its counsel may from
time to time reasonably request in order to assure the Trustee of the benefits of the rights
granted to the Trustee under the Indenture.



     SECTION 6.3 Ratification of Base Indenture. The Base Indenture as supplemented by this
Supplemental Indenture, is in all respects ratified and confirmed.



     SECTION 6.4 Governing Law. Each of this Supplemental Indenture, the Indenture and the Notes shall
be deemed to be a contract made under the internal laws of the State of New York, and for all
purposes shall be construed in accordance with the laws of said State.



     SECTION 6.5 Counterparts. This Supplemental Indenture may be executed in any number of counterparts, each of which shall be
an original, but such separate counterparts shall together constitute but one and the same
instrument.



     SECTION 6.6 Trustee Not Responsible for Recital. The recitals herein contained are made by the
Company and not by the Trustee, and the Trustee assumes no responsibility for the correctness
thereof. The Trustee makes no representation as to the validity or sufficiency of this
Supplemental Indenture, the Notes or any Component Notes.



     SECTION 6.7 Tax Treatment. The Company and each holder of Notes agree to treat the Notes as having
an issue price equal to their principal amount for purposes of Section 1274 of the Internal Revenue
Code of 1986, as amended, and therefore as having been issued with no original issue discount.



[Remainder of Page Intentionally Left Blank; Signature Page Follows]



20









 





     In Witness Whereof, the parties hereto have caused this Supplemental Indenture to be
duly executed as of the day and year first above written.




	 	 	 	 	 
	 	MetLife, Inc.

 	 
	 	By:  	/s/ Steven J. Goulart	 
	 	 	Name:  	Steven J. Goulart	 
	 	 	Title:  	Senior Vice President and Treasurer	 
	 
	 	The Bank of New York Mellon Trust Company, N.A., as Trustee

 	 
	 	By:  	/s/ Richard Tarnas	 
	 	 	Name:  	Richard Tarnas	 
	 	 	Title:  	Authorized Signatory	 
	 









 











 





EXHIBIT A




[FACE OF SECURITY]




MetLife, Inc.



Series D Senior Debentures due 2024


{For inclusion in Global Certificates only: 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
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 REQUESTED 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.}



{Restricted security legend: THE OFFER AND SALE OF THIS SECURITY HAVE NOT BEEN REGISTERED UNDER THE
SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND MAY NOT BE OFFERED, SOLD, PLEDGED OR
OTHERWISE TRANSFERRED EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT OR AN EXEMPTION FROM
THE REGISTRATION AND PROSPECTUS-DELIVERY REQUIREMENTS OF THE SECURITIES ACT.}



THE NOTES ARE THE UNSECURED AND UNSUBORDINATED OBLIGATIONS OF METLIFE, INC. AND ARE NOT DEPOSITS,
SAVINGS ACCOUNTS OR OTHER OBLIGATIONS OF ANY BANK OR SAVINGS ASSOCIATION. THE NOTES ARE NOT
INSURED BY THE FEDERAL DEPOSIT INSURANCE CORPORATION, THE BANK INSURANCE FUND OR ANY OTHER
GOVERNMENT AGENCY OR INSURER.







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MetLife, Inc.




Series D Senior Debenture due 2024



			
	 	 	 
	No. _____________
	 	{CUSIP No. 59156R BB3}
	 
	 	{ISIN No. US59156RBB33}





MetLife, Inc., a Delaware corporation (the “Company,” which term includes any successor to MetLife,
Inc. under the Indenture referred to below), for value received, hereby promises to pay to
_________________, or registered assigns, the principal sum of _____________________ dollars
($__________) {Insert for Global Securities or Pledged Debt Securities (as defined in the Pledge
Agreement): or such principal sum as shall be set forth in Schedule of Exchanges of Interests in
the [Global Security] [Pledged Debt Security] attached hereto} on June 15, 2024 or on such other
date as shall be provided for in the Supplemental Indenture referred to on the reverse hereof and
to pay interest thereon, as provided on the reverse hereof, until the principal and any unpaid and
accrued interest are paid or duly provided for, in each case subject to the terms of the Indenture
referred to below.



The provisions on the back of this certificate are incorporated as if set forth on the face hereof.



In Witness Whereof, the Company has caused this instrument to be executed.



Dated:                                         




	 	 	 	 	 
	 	MetLife, Inc.

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 


Attest:




	 	 	 	 	 
	By:  	 	 
	 	Name:  	 	 
	 	Title:  	 	 



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CERTIFICATE OF AUTHENTICATION



This is one of the Notes referred to in the within-mentioned Indenture.



Dated:            
                                      




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

 	 
	 	By:  	 	 
	 	 	Authorized Signatory 	 
	 	 	 	 



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[REVERSE OF SECURITY]




MetLife, Inc.



Series D Senior Debenture due 2024


This Debenture is one of a duly authorized series (the “Notes”) of the Securities (as defined in
the Base Indenture) of the Company, issued under and pursuant to an Indenture, dated as of November
9, 2001 (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 (as successor to
Bank One Trust Company, N.A.)), as trustee (the “Trustee”), as supplemented by the Twenty-First
Supplemental Indenture, dated as of November 1, 2010 between the Company and the Trustee (the
“Supplemental Indenture,” and, together with the Base Indenture, the “Indenture”). Reference is
hereby made to the Indenture, which sets forth the rights, limitations, obligations, duties and
immunities of the Trustee, the Company and the Holders of the Notes. Capitalized terms used in
this Note that are not defined in this Note shall have the respective meanings ascribed to them in
the Indenture.



Interest on a Note shall accrue on the principal amount of such Note from, and including, the most
recent date to which interest has been paid or provided for or, if no interest has been paid, from,
and including, the date such Note was first issued, in each case to, but excluding, the next
Interest Payment Date or the Stated Maturity date of the principal of such Note, as the case may
be. The initial rate per annum at which interest accrues on the Notes is the Initial Note Interest
Rate, which rate is subject to reset in connection with a Successful Remarketing, as set forth in
the Indenture. The Interest Payment Dates are March 15, June 15, September 15, and December 15 of
each year, commencing on, and including, March 15, 2011, and the Regular Record Dates are the
immediately preceding March 1, June 1, September 1, or December 1, respectively (whether or not
such date is a Business Day). Interest will be computed on the basis of a 360-day year of twelve
30-day months.



The Company shall not have the right to redeem any Notes prior to the Redemption Trigger Date. The
Company shall have the right, at the Company’s option, at any time, and from time to time, to
redeem all or any part of the Notes, on any date (the “Redemption Date”) on or after the Redemption
Trigger Date (such Redemption Date to be selected by the Company), at a price payable in cash equal
to the Note Redemption Price. Notwithstanding anything to the contrary in the Indenture, if a
Redemption Date is after the Regular Record Date for a payment of interest on such Note and on or
before the next Interest Payment Date of such Note, then such payment of interest shall,
notwithstanding such redemption, be made, on such Interest Payment Date, to the Holder of such Note
as of the close of business on such Regular Record Date. The Notes shall not be entitled to any
sinking fund payments.



This Note maybe subject to up to three (3) Remarketings, as provided in the Indenture. Subject to
the terms of the Indenture, the applicable Remarketing Agent shall, in connection with a Successful
Remarketing, reset the Note Interest Rate to a new rate (the “Reset Rate”), rounded to the nearest
one-thousandth of one percent (0.001%) per annum, and such Reset Rate shall, if






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such Remarketing is Successful, apply to all Notes (whether or not such Notes were included in such
Remarketing) from, and including, the Remarketing Settlement Date of such Remarketing.



If an Event of Default shall have occurred and be continuing, the principal amount of, and accrued
and unpaid interest on, all of the Notes may become due and payable immediately, subject to the
terms of the Indenture.



The Indenture contains provisions permitting the Company and the Trustee, with the consent of the
Holders of not less than a majority in aggregate principal amount of the Notes at the time
Outstanding to execute supplemental indentures for the purpose of, among other things, adding any
provisions to or changing in any manner or eliminating any of the provisions of the Indenture or of
any supplemental indenture or of modifying in any manner the rights of the Holders of the Notes;
provided, however, that, among other things, no such supplemental indenture shall, without the
consent of the Holders of each Note then Outstanding and affected thereby, (i) reduce the principal
amount thereof, or reduce the rate or extend the time of payment of interest thereon, or (ii)
reduce the percentage in principal amount of outstanding Notes, the consent of whose Holders is
required for modification or amendment of the Indenture. The Indenture also contains provisions
permitting the Holders of not less than a majority in principal amount of the Outstanding Notes, on
behalf of the Holders of all the Notes, waive any past default under the Indenture with respect to
the Notes and its consequences, other than certain defaults set forth in the Indenture.



Prior to due presentment for registration of transfer of this Note, the Company, the Trustee, any
paying agent and the Security Registrar may deem and treat the registered holder hereof as the
absolute owner hereof (whether or not this Note shall be overdue and notwithstanding any notice of
ownership or writing hereon made by anyone other than the Security Registrar) for the purpose of
receiving payment of or on account of the principal hereof and (subject to the applicable record
dates) interest due hereon and for all other purposes, and neither the Company nor the Trustee nor
any paying agent nor any Security Registrar shall be affected by any notice to the contrary.



No recourse shall be had for the payment of the principal of or the interest on this Note, or for
any claim based hereon, or otherwise in respect hereof, or based on or in respect of the Indenture,
against any incorporator, shareholder, officer or director, past, present or future, as such, of
the Company or of any predecessor or successor corporation, whether by virtue of any constitution,
statute or rule of law, or by the enforcement of any assessment or penalty or otherwise, all such
liability being, by the acceptance hereof and as part of the consideration for the issuance hereof,
expressly waived and released.



The Notes are issuable only in registered form without coupons, in principal amounts equal to an
integral multiple of one thousand dollars ($1,000). Subject to the terms of the Indenture, the
Notes are exchangeable for a like aggregate principal amount of Notes of a different authorized
denomination, as requested by the Holder surrendering the same.



This Note shall be deemed to be a contract made under the internal laws of the State of New York,
and for all purposes shall be construed in accordance with the laws of said State.






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[FORM OF ASSIGNMENT]




I or we assign to

PLEASE INSERT SOCIAL SECURITY OR OTHER

IDENTIFYING NUMBER




        
                     
                     
                     
         







 
(please print or type name and address)




 





 






 
the within Note and all rights thereunder, and hereby irrevocably constitute and appoint




 




as attorney to transfer the Security on the books of the Company with full power of
substitution in the premises.




	 	 	 	 	 

	Dated: 

	 	
 
	 	 
	

	 	 	 	NOTICE: The signature on this assignment
must correspond with the name as it appears
upon the face of the within Security in
every particular without alteration or
enlargement or any change whatsoever and be
guaranteed by a guarantor institution
participating in the Securities Transfer
Agents Medallion Program or in such other
guarantee program acceptable to the
Trustee.
	 
	 	 	 	 
	Signature Guarantee:         
                     
                     
                     
                   
                     
                   
                     
      






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SCHEDULE OF EXCHANGES OF INTERESTS IN THE [GLOBAL SECURITY] [PLEDGED

DEBT SECURITY]1




     The following exchanges of a part of this Global Security [Pledged Debt Security] for an
interest in a [Global Security] [Pledged Debt Security] or for Securities in certificated form,
have been made:



	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	Principal amount of	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	this [Global	 	 
	 	 	 	 	Amount of decrease	 	Amount of Increase	 	Security] [Pledged	 	Signature of
	 	 	 	 	in principal amount	 	in principal amount	 	Debt Security]	 	authorized
	 	 	 	 	of this [Global	 	of this [Global	 	following	 	signatory of
	 	 	 	 	Security] [Pledged	 	Security] [Pledged	 	such decrease	 	Trustee or note
	Date of Exchange	 	Debt Security]	 	Debt Security]	 	or increase	 	custodian







 




			
	1	 	This is included in Global Certificates or
Pledged Debt Securities only.






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