EX-4.1







 





Fifteenth Supplemental Indenture




between




MetLife, Inc.,

as Issuer,




and




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

as Trustee




Dated as of May 29, 2009




 





 









 





Table of Contents




	 	 	 	 	 
	 	 	Page
	ARTICLE I
	 	 	 	 
	 
	 	 	 	 
	Senior Notes 
	 	 	 	 
	 
	 	 	 	 
	SECTION 1.01 Definitions

	 	 	1	 
	SECTION 1.02 Establishment

	 	 	2	 
	SECTION 1.03 Payment of Principal and Interest

	 	 	3	 
	SECTION 1.04 Denominations

	 	 	4	 
	SECTION 1.05 Global Securities

	 	 	4	 
	SECTION 1.06 Transfer

	 	 	5	 
	SECTION 1.07 Defeasance

	 	 	5	 
	SECTION 1.08 Redemption at the Option of the Company

	 	 	5	 
	 
	 	 	 	 
	ARTICLE II 
	 	 	 	 
	 
	 	 	 	 
	Miscellaneous Provisions
	 	 	 	 
	 
	 	 	 	 
	SECTION 2.01 Senior Notes Unaffected by Other Supplemental Indentures

	 	 	7	 
	SECTION 2.02 Trustee Not Responsible for Recitals

	 	 	7	 
	SECTION 2.03 Ratification and Incorporation of Original Indenture

	 	 	7	 
	SECTION 2.04 Governing Law

	 	 	7	 
	SECTION 2.05 Separability

	 	 	7	 
	SECTION 2.06 Executed in Counterparts

	 	 	8	 






ii









 





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



Recitals




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



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



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



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



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



ARTICLE I

Senior Notes




          SECTION 1.01 Definitions.




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



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



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



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



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



     (e) the singular includes the plural and vice versa;



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



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



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



     “Original Issue Date” means May 29, 2009.



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



     “Stated Maturity” means June 1, 2016.



          SECTION 1.02 Establishment.




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



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



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



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



          SECTION 1.03 Payment of Principal and Interest.




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



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



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



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



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



3









 







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



          SECTION 1.04 Denominations.




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



          SECTION 1.05 Global Securities.




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



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



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



4









 







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



          SECTION 1.06 Transfer.




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



          SECTION 1.07 Defeasance.




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



          SECTION 1.08 Redemption at the Option of the Company.




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



     “Make-Whole Redemption Amount” means the sum, as calculated by the Premium Calculation Agent,
of the present values of the remaining scheduled payments of principal and interest on the Senior
Notes to be redeemed (not including any portion of those payments of interest accrued as of such
Optional Redemption Date), discounted from their respective scheduled payment dates to such
Optional Redemption Date on a semi-annual basis (assuming a 360-day year consisting of twelve
30-day months) at the Treasury Rate plus 50 basis points plus accrued and unpaid interest thereon
to, but excluding, such Optional Redemption Date.



     For purposes of the preceding definitions:




	(i)	 	“Treasury Rate” means, with respect to any Optional Redemption Date,
the rate per annum equal to the semiannual equivalent yield to
maturity of the Comparable Treasury Issue, calculated using a price
for the Comparable Treasury Issue (expressed as a percentage of its
principal amount) equal to the Comparable Treasury Price for such
Optional Redemption Date. The Treasury Rate will be calculated on
the third Business Day preceding such Optional Redemption Date.
	 
	(ii)	 	“Premium Calculation Agent” means an investment banking institution
of national standing appointed by the Company.
	 
	(iii)	 	“Comparable Treasury Issue” means the U.S. Treasury security
selected by the




5









 







	 	 	Premium Calculation Agent as having a maturity
comparable to the term remaining from such Optional Redemption Date
to the Stated Maturity of the Senior Notes (the “Remaining Life”)
that would be utilized, at the time of selection and in accordance
with customary financial practice, in pricing new issues of
corporate debt securities of comparable maturity to the Remaining
Life.
	 
	(iv)	 	“Comparable Treasury Price” means, with respect to such Optional
Redemption Date, (1) the average of five Reference Treasury Dealer
Quotations for such Optional Redemption Date, after excluding the
highest and lowest Reference Treasury Dealer Quotations, or (2) if
the Premium Calculation Agent obtains fewer than five such Reference
Treasury Dealer Quotations, the average of all such quotations.
	 
	(v)	 	“Reference Treasury Dealers” means (1) Barclays Capital Inc. and UBS
Securities LLC and their successors; provided, however, that if any
of the foregoing shall cease to be a primary U.S. government
securities dealer in the United States (a “Primary Treasury Dealer”)
the Company will substitute therefor another Primary Treasury
Dealer, and (2) any other Primary Treasury Dealers selected by the
Premium Calculation Agent after consultation with the Company.
	 
	(vi)	 	“Reference Treasury Dealer Quotations” means, with respect to each
Reference Treasury Dealer and any Optional Redemption Date, the
average, as determined by the Premium Calculation Agent, of the bid
and ask prices for the Comparable Treasury Issue (expressed, in each
case, as a percentage of its principal amount) quoted in writing to
the Premium Calculation Agent by such Reference Treasury Dealer at
5:00 p.m., New York City time, on the third Business Day preceding
such Optional Redemption Date.





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



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



     (d) If less than all of the Senior Notes are to be redeemed, the Trustee shall select the
Senior Notes or portions of the Senior Notes to be redeemed by such method as the Trustee shall
deem fair and appropriate. The Trustee may select for redemption Senior Notes and portions of
Senior Notes in amounts of $1,000 and integral multiples of $1,000 in excess thereof (provided that
the unredeemed portion of any Senior Note to be redeemed in part shall not be less than $2,000) and
shall thereafter promptly notify the Company in writing of the numbers of Senior Notes to be
redeemed, in whole or in part.



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ARTICLE II

Miscellaneous Provisions




     This Fifteenth Supplemental Indenture will become effective upon its execution and delivery.



          SECTION 2.01 Senior Notes Unaffected by Other Supplemental Indentures.




     None of the Company’s supplemental indentures to the Original Indenture entered into prior to
the date hereof applies to the Senior Notes. To the extent the terms of the Original Indenture
were amended by any of such other supplemental indentures, no such amendment shall relate or apply
to the Senior Notes. To the extent the terms of the Original Indenture are amended as provided
herein, no such amendment shall in any way affect the terms of any such other supplemental
indenture or any other series of Securities. This Fifteenth Supplemental Indenture shall relate
and apply solely to the Senior Notes.



          SECTION 2.02 Trustee Not Responsible for Recitals.




     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 Fifteenth Supplemental Indenture or the Senior Notes.



          SECTION 2.03 Ratification and Incorporation of Original Indenture.




     As supplemented hereby, the Original Indenture is in all respects ratified and confirmed, and
the Original Indenture and this Fifteenth Supplemental Indenture shall be read, taken and construed
as one and the same instrument.



          SECTION 2.04 Governing Law.




     This Fifteenth Supplemental Indenture 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 2.05 Separability.




     In case any one or more of the provisions contained in this Fifteenth Supplemental Indenture
or in the Senior Notes shall for any reason be held to be invalid, illegal or unenforceable in any
respect, such invalidity, illegality or unenforceability shall not affect any other provisions of
this Fifteenth Supplemental Indenture or of the Senior Notes, but this Fifteenth Supplemental
Indenture and the Senior Notes shall be construed as if such invalid or illegal or unenforceable
provision had never been contained herein or therein.



7









 





          SECTION 2.06 Executed in Counterparts.




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




8












 





     In Witness Whereof, the parties hereto have caused this Fifteenth
Supplemental Indenture to be duly executed by their respective officers thereunto duly authorized,
all as of the day and year first above written.



	 	 	 	 	 
	 	MetLife, Inc.,

as Issuer

 	 
	 	By:  	/s/ Eric
T. Steigerwalt	 
	 	 	Name:  	Eric T. Steigerwalt 	 
	 	 	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: 	Vice President 	 



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EXHIBIT A




(FORM OF 6.75% SENIOR NOTES DUE 2016)





     THIS SENIOR NOTE IS A GLOBAL SECURITY WITHIN THE MEANING OF THE ORIGINAL INDENTURE HEREINAFTER
REFERRED TO. UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY
TRUST COMPANY (“DTC”), A NEW YORK CORPORATION, TO METLIFE, INC. OR ITS AGENT FOR REGISTRATION OF
TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO.
OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS
MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC),
ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL
INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.



     EXCEPT AS OTHERWISE PROVIDED IN SECTION 2.11 OF THE ORIGINAL INDENTURE, THIS SENIOR NOTE MAY
BE TRANSFERRED IN WHOLE, BUT NOT IN PART, ONLY TO DTC, TO ANOTHER NOMINEE OF DTC OR TO A SUCCESSOR
DEPOSITARY OR TO A NOMINEE OF SUCH SUCCESSOR DEPOSITARY.



 









 





			
	No. [•]
	 	CUSIP No.: 59156RAU2
	 
	 	ISIN No.: US59156RAU23






MetLife, Inc.

Global Certificate initially representing

$[•] aggregate principal amount of

6.75% Senior Notes Due 2016




	 	 	 
	Regular Record Date:

	 	With respect to each Interest Payment Date, the
close of business on the preceding May 15 or
November 15, as the case may be (whether or not a
Business Day).
	 
	 	 
	Original Issue Date:

	 	May 29, 2009
	 
	 	 
	Stated Maturity:

	 	June 1, 2016
	 
	 	 
	Interest Payment Dates:

	 	June 1 and December 1, commencing December 1, 2009
	 
	 	 
	Interest Rate:

	 	6.75% per year
	 
	 	 
	Authorized Denomination:

	 	$2,000, or any integral multiple of $1,000 in excess thereof.






     This Global Certificate is in respect of a duly authorized issue of 6.75% Senior Notes due
2016 (the “Senior Notes”) of MetLife, Inc., a Delaware corporation (the “Company,” which term
includes any successor corporation under the Indenture referred to on the reverse hereof). The
Company, for value received, hereby promises to pay to Cede & Co., or registered assigns, the
amount of principal of the Senior Notes represented by this Global Certificate on the Stated
Maturity shown above, and to pay interest thereon from the Original Issue Date shown above, or from
the most recent Interest Payment Date to which interest has been paid or duly provided for,
semi-annually in arrears on each Interest Payment Date as specified above, commencing December 1,
2009, and on the Stated Maturity at the Interest Rate per year shown above until the principal
hereof is paid or made available for payment and on any overdue principal and on any overdue
installment of interest at such rate to the extent permitted by law. The interest so payable, and
punctually paid or duly provided for, on any Interest Payment Date (other than an Interest Payment
Date that is the Stated Maturity or an Optional Redemption Date) will, as provided in the
Indenture, be paid to the Person in whose name this Senior Note is registered at the close of
business on the Regular Record Date as specified above next preceding such Interest Payment Date,
provided that any interest payable at Stated Maturity or an Optional Redemption Date will be paid
to the Person to whom principal is payable. Any such interest that is not so punctually paid or
duly provided for will forthwith cease to be payable to the holders on such Regular Record Date and
may be paid as provided in Section 2.03 of the Original Indenture.



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



 









 




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




     Payment of the principal of, and premium, if any, and interest due on this Senior Note at the
Stated Maturity or upon redemption will be made upon surrender of this Senior Note at the Corporate
Trust Office of the Trustee in the Borough Manhattan, The City of New York. The principal of, and
premium, if any, and interest due on this Senior Note shall be paid in such coin or currency of the
United States of America as at the time of payment is legal tender for payment of public and
private debts. Payment of interest (including interest on any Interest Payment Date) will be made,
subject to such surrender where applicable and subject to the Trustee’s arrangements with the
Depositary, at the option of the Company, (i) by check mailed to the address of the Person entitled
thereto as such address shall appear in the Security Register or (ii) by wire transfer at such
place and to such account at a banking institution in the United States of America as may be
designated in writing to the Trustee at least 15 days prior to the date for payment by the Person
entitled thereto.



     The Senior Notes will be unsecured obligations of the Company and will rank equally in right
of payment with all of the existing and future unsecured and unsubordinated indebtedness of the
Company. The Senior Notes will rank senior to any subordinated indebtedness of the Company.



     REFERENCE IS HEREBY MADE TO THE FURTHER PROVISIONS OF THIS SENIOR NOTE SET FORTH ON THE
REVERSE HEREOF, WHICH FURTHER PROVISIONS SHALL FOR ALL PURPOSES HAVE THE SAME EFFECT AS IF SET
FORTH AT THIS PLACE.



     Unless the certificate of authentication hereon has been executed by the Trustee by manual
signature, this Senior Note shall not be entitled to any benefit under the Indenture or be valid or
obligatory for any purpose.



 









 





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



Dated:                     




	 	 	 	 	 	 	 
	 	 	MetLife, Inc.	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 	 	 
	 	 	Name: Eric T. Steigerwalt	 	 
	 	 	Title: Senior Vice President and Treasurer	 	 






Attest:




	 	 	 
	 

Name:

	 	  
	Title:
	 	 






[Seal of MetLife, Inc.]




 









 









Certificate Of Authentication




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



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

as Trustee

 	 
	 	By:  	 	 
	 	 	Authorized Signatory 	 
	 	 	 	 
	 



Dated:





 












 





[Reverse Of Senior Note]




     1. This Senior Note is one of a duly authorized issue of Securities of the Company (the
“Securities”) issued and issuable in one or more series under an Indenture dated as of November 9,
2001 (the “Original Indenture”), as supplemented by the Fifteenth Supplemental Indenture, dated as
of May 29, 2009 (the “Fifteenth Supplemental Indenture,” and together with the Original 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, (the “Trustee,” which term includes any successor trustee under
the Indenture), to which Indenture and all indentures incidental thereto reference is hereby made
for a statement of the respective rights, limitations of rights, duties and immunities thereunder
of the Company, the Trustee and the holders of the Securities issued thereunder and of the terms
upon which said Securities are, and are to be, authenticated and delivered. This Senior Note is one
of the series designated on the face hereof as the 6.75% Senior Notes due 2016, initially limited
in aggregate principal amount of $1,250,000,000; provided, however, that (subject to the provisions
of the Fifteenth Supplemental Indenture) the aggregate principal amount of the Senior Notes may be
increased in the future with no limit, without the consent of the holders of the Senior Notes, on
the same terms and with the same CUSIP and ISIN numbers as the Senior Notes, except for the issue
price, Original Issue Date and, if applicable, the first Interest Payment Date and the initial
interest accrual date, provided that no Event of Default with respect to the Senior Notes shall
have occurred and be continuing. Capitalized terms used herein for which no definition is provided
herein shall have the meanings set forth in the Indenture.



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



 









 







responsibility or liability for any aspect of records relating to or payments made on account
of beneficial ownership interests in this Senior Note, or for maintaining, supervising or reviewing
any records relating to such beneficial ownership interests.



     3. If an Event of Default with respect to the Senior Notes shall occur and be continuing, the
principal of the Senior Notes may be declared due and payable in the manner, with the effect and
subject to the conditions provided in the Indenture.



     4. The Indenture permits, with certain exceptions as therein provided, the amendment thereof
and the modification of the rights and obligations of the Company and the rights of the holders of
the Securities under the Indenture at any time by the Company and the Trustee with the consent of
the holders of not less than a majority in aggregate principal amount of the Securities at the time
Outstanding of each series to be affected. The Indenture also contains provisions permitting the
holders of specified percentages in principal amount of the Senior Notes at the time Outstanding,
on behalf of the holders of all Senior Notes, to waive compliance by the Company with certain
provisions of the Indenture and certain past defaults under the Indenture and their consequences.
Any such consent or waiver by the holder of this Senior Note shall be conclusive and binding upon
such holder and upon all future holders of this Senior Note and of any Senior Note issued upon the
registration of transfer hereof or in exchange hereof or in lieu hereof, whether or not notation of
such consent or waiver is made upon this Senior Note.



     5. The Indenture contains provisions for defeasance at any time of (a) the entire indebtedness
of the Company pursuant to this Senior Note and (b) restrictive covenants and the related Events of
Default, upon compliance by the Company with certain conditions set forth therein, which provisions
apply to this Senior Note.



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



          “Make-Whole Redemption Amount” means the sum, as calculated by the Premium Calculation Agent,
of the present values of the remaining scheduled payments of principal and interest on the Senior
Notes to be redeemed (not including any portion of those payments of interest accrued as of such
Optional Redemption Date), discounted from their respective scheduled payment dates to such
Optional Redemption Date on a semi-annual basis (assuming a 360-day year consisting of twelve
30-day months) at the Treasury Rate plus 50 basis points plus, in each case, accrued and unpaid
interest thereon to, but excluding, such Optional Redemption Date.




          For purposes of the preceding definitions:





	 	(i)	 	“Treasury Rate” means, with respect to any Optional Redemption Date,
the rate per annum equal to the semiannual equivalent yield to
maturity of the Comparable




 









 






	 	 	 	Treasury Issue, calculated using a price
for the Comparable Treasury Issue (expressed as a percentage of its
principal amount) equal to the Comparable Treasury Price for such
Optional Redemption Date. The Treasury Rate will be calculated on
the third Business Day preceding such Optional Redemption Date.
	 
	 	(ii)	 	“Premium Calculation Agent” means an investment banking institution
of national standing appointed by the Company.
	 
	 	(iii)	 	“Comparable Treasury Issue” means the U.S. Treasury security
selected by the Premium Calculation Agent as having a maturity
comparable to the term remaining from such Optional Redemption Date
to the Stated Maturity of the Senior Notes (the “Remaining Life”)
that would be utilized, at the time of selection and in accordance
with customary financial practice, in pricing new issues of
corporate debt securities of comparable maturity to the Remaining
Life.
	 
	 	(iv)	 	“Comparable Treasury Price” means, with respect to such Optional
Redemption Date, (1) the average of five Reference Treasury Dealer
Quotations for such Optional Redemption Date, after excluding the
highest and lowest Reference Treasury Dealer Quotations, or (2) if
the Premium Calculation Agent obtains fewer than five such Reference
Treasury Dealer Quotations, the average of all such quotations.
	 
	 	(v)	 	  “Reference Treasury Dealers” means (1) Barclays Capital Inc. and UBS
Securities LLC and their successors; provided, however, that if any
of the foregoing shall cease to be a primary U.S. government
securities dealer in the United States (a “Primary Treasury Dealer”)
the Company will substitute therefor another Primary Treasury
Dealer, and (2) any other Primary Treasury Dealers selected by the
Premium Calculation Agent after consultation with the Company.
	 
	 	(vi)	 	“Reference Treasury Dealer Quotations” means, with respect to each
Reference Treasury Dealer and any Optional Redemption Date, the
average, as determined by the Premium Calculation Agent, of the bid
and ask prices for the Comparable Treasury Issue (expressed, in each
case, as a percentage of its principal amount) quoted in writing to
the Premium Calculation Agent by such Reference Treasury Dealer at
5:00 p.m., New York City time, on the third Business Day preceding
such Optional Redemption Date.





     7. The Trustee shall not be responsible for calculating said Redemption Price.



     8. If less than all of the Senior Notes are to be redeemed, the Trustee will select the Senior
Notes or portions of Senior Notes to be redeemed by such method as the Trustee deems fair and
appropriate. The Trustee may select for redemption Senior Notes and portions of Senior Notes in
amounts of $1,000 and any integral multiples of $1,000 in excess thereof (provided that the
unredeemed portion of any Senior Notes to be redeemed in part shall not be less than $2,000).



 









 






     9. No reference herein to the Indenture and no provision of this Senior Note or of the
Indenture shall alter or impair the obligation of the Company, which is absolute and unconditional,
to pay the principal of, and premium, if any, and interest due on this Senior Note at the time,
place and rate, and in the coin or currency, herein prescribed.



     10. (a) As provided in the Indenture and subject to certain limitations therein set forth, the
transfer of this Senior Note is registrable in the Security Register, upon surrender of this Senior
Note for registration of transfer at the office or agency of the Company for such purpose, duly
endorsed by, or accompanied by a written instrument of transfer in form satisfactory to the Company
or the Security Registrar and duly executed by, the holder hereof or his attorney duly authorized
in writing, and thereupon one or more new Senior Notes, of authorized denominations and of like
tenor and for the same aggregate principal amount, will be issued to the designated transferee or
transferees. No service charge shall be made for any such exchange or registration of transfer, but
the Company will require payment of a sum sufficient to cover any tax or other governmental charge
payable in connection therewith.



            (b) Prior to due presentment of this Senior Note for registration of transfer, the Company,
the Trustee, any Paying Agent and the Security Registrar of the Company or the Trustee may deem and
treat the Person in whose name this Senior Note is registered as the absolute owner hereof for all
purposes (subject to Section 1.03(a) of the Fifteenth Supplemental Indenture), whether or not this
Senior Note be overdue and notwithstanding any notice of ownership or writing thereon made by
anyone other than the Security Registrar, and neither the Company nor the Trustee nor any Paying
Agent nor the Security Registrar shall be affected by notice to the contrary. Except as provided in
Section 1.03(a) of the Fifteenth Supplemental Indenture, all payments of the principal of and
premium, if any, and interest due on this Senior Note made to or upon the order of the registered
holder hereof shall, to the extent of the amount or amounts so paid, effectually satisfy and
discharge liability for moneys payable on this Senior Note.




            (c) The Senior Notes are issuable only in registered form without coupons in denominations of
$2,000, or any integral multiple of $1,000 in excess thereof. As provided in the Indenture and
subject to certain limitations therein set forth, Senior Notes are exchangeable for a like
aggregate principal amount of Senior Notes of a different authorized denomination, as requested by
the holder surrendering the same upon surrender of the Senior Note or Senior Notes to be exchanged
at the office or agency of the Company.




     11. No recourse shall be had for payment of the principal of, premium, if any, or interest on
this Senior Note, or for any claim based hereon, or otherwise in respect hereof, or based on or in
respect of the Indenture, against any incorporator, stockholder, 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.



 









 





     12. This Senior 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.



 









 






ABBREVIATIONS




          The following abbreviations, when used in the inscription on the face of this instrument,
shall be construed as though they were written out in full according to applicable laws or
regulations:




	 	 	 	 	 
	TEN COM — as tenants in common

	 	UNIF GIFT MIN ACT — Custodian
under Uniform Gift to Minors Act	 	 
	 
	 

	 	 

(State)
	 	 






	 	 	 	 	 
	TEN ENT - as tenants by the entireties
	 
	 	 	 	 
	JT TEN

	 	-
	 	as joint tenants with right of
	 

	 	 	 	survivorship and not as tenants
	 

	 	 	 	in common.






          Additional abbreviations may also be used though not on the above list.



FOR VALUE RECEIVED, the undersigned hereby sell(s) and transfer(s) unto



PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS, INCLUDING POSTAL ZIP CODE OF ASSIGNEE




	 	 	 	 	 
	 
	 
	 	 	 	 
	 
	 
	 	 	 	 
	 
	(please insert Social Security or other identifying number of assignee)






the within Note and all rights thereunder, hereby irrevocably constituting and appointing




	 	 	 	 	 
	 
	 
	 	 	 	 
	 
	 
	 	 	 	 
	 
	 
	 	 	 	 
	agent to transfer said Note on the books of the Company, with full power of substitution in the
premises.






	 	 	 
	Dated:                     
	 	 
	 

	 	 
	 

	 	NOTICE: The signature to this assignment must
correspond with the name as written upon the face
of the within instrument in every particular
without alteration or enlargement, or any change
whatsoever.