EX-4.1






Exhibit 4.1



THIS CERTIFICATE IS A GLOBAL CERTIFICATE WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED
TO AND IS REGISTERED IN THE NAME OF CEDE & CO., AS THE NOMINEE OF THE DEPOSITORY TRUST COMPANY, A
NEW YORK CORPORATION (THE “DEPOSITARY”), THE DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY. THIS
CERTIFICATE IS EXCHANGEABLE FOR CERTIFICATES REGISTERED IN THE NAME OF A PERSON OTHER THAN THE
DEPOSITARY OR ITS NOMINEE ONLY IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE AND NO
TRANSFER OF THIS CERTIFICATE (OTHER THAN A TRANSFER OF THIS CERTIFICATE AS A WHOLE BY THE
DEPOSITARY TO A NOMINEE OF THE DEPOSITARY OR BY A NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY OR
ANOTHER NOMINEE OF THE DEPOSITARY) MAY BE REGISTERED EXCEPT IN LIMITED CIRCUMSTANCES.



UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITARY FOR
REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME
OF CEDE & CO. OR SUCH OTHER NAME AS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITARY
(AND ANY PAYMENT HEREON IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN
AUTHORIZED REPRESENTATIVE OF THE DEPOSITARY), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL SINCE THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN
INTEREST HEREIN.




 









 









	 	 	 	 
	No. •
	 	 	Original Principal Amount:
$ •
	Issue Date: February 17, 2009
	 	 	CUSIP No.: 59156R AT5
	 
	 	 	ISIN: US59156RAT59






METLIFE, INC.




7.717% SENIOR DEBT SECURITIES, SERIES B, DUE 2019




     This securities certificate certifies that Cede & Co. is the registered Holder of the 7.717%
Senior Debt Securities, Series B, due 2019 (the “Designated Debentures”) set forth above or such
other number of Designated Debentures reflected in the Schedule of Increases or Decreases in the
Global Certificate attached hereto.



     MetLife, Inc., a Delaware corporation (the “Company”, which term includes any successor
corporation under the Indenture (as defined on the reverse hereof)) for value received, hereby
promises to pay to The Bank of New York Mellon Trust Company, N.A., as Purchase Contract Agent (as
defined in the Remarketing Agreement dated January 12, 2009 among the Company, Citigroup Global
Markets Inc. (the “Remarketing Agents,” which expression shall include any institution(s) appointed
as a Remarketing Agent in accordance with Section 8 of the Remarketing Agreement), and The Bank of
New York Mellon Trust Company, N.A., not individually but solely as Purchase Contract Agent and as
attorney-in-fact of the holders of Purchase Contracts), the Accreted Principal Amount (as defined
in the Indenture) on February 15, 2019 (the “Stated Maturity Date”). The Designated Debentures
shall bear interest as specified on the reverse hereof.



     The Designated Debentures shall not be entitled to any benefit under the Indenture, be valid
or become obligatory for any purpose, until the Certificate of Authentication hereon shall have
been executed by the Trustee.



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     The provisions of the Designated Debentures are continued on the reverse side hereof and such
continued provisions shall for all purposes have the same effect as though fully set forth at this
place.



     IN WITNESS WHEREOF, the Company has caused this instrument to be executed.



Dated: February 17, 2009




METLIFE, INC.




	 	 	 	 	 
	 

	 	 	 	 
	By:
	 	 	 	 
	 

	 	 	 	 
	 

	 	Name: Eric. T. Steigerwalt	 	 
	 

	 	Title: Senior Vice President and Treasurer	 	 






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CERTIFICATE OF AUTHENTICATION




     This is one of the Designated Debentures referred to in the Indenture.



Dated:




	 	 	 	 	 
	 	THE BANK OF NEW YORK MELLON

TRUST COMPANY, N.A.,

as Trustee

 	 
	 	By:  	 	 
	 	 	Authorized Signatory 	 
	 	 	 	 
	 




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          The 7.717% Senior Debt Securities, Series B, due 2019 (the “Designated Debentures”) have been
issued as part of a duly authorized series of the Company under and pursuant to the Indenture,
dated as of June 21, 2005 (the “Base Indenture”), between the Company and The Bank of New York
Mellon Trust Company, N.A. (as successor in interest to J.P. Morgan Trust Company, National
Association) (the “Trustee”), as amended and supplemented by the Second Supplemental Indenture,
dated as of June 21, 2005 between the Company and the Trustee (the “Second Supplemental Indenture”)
and, the Seventh Supplemental Indenture, dated February 6, 2009 (the “Seventh Supplemental
Indenture”, and together with the Base Indenture and the Second Supplemental Indenture, the
“Indenture”), to which Indenture and all indentures supplemental thereto reference is hereby made
for a description of the rights, limitations of rights, obligations, duties and immunities
thereunder of the Trustee, the Company and the Holders of the Designated Debentures.




          The Designated Debentures are unsecured and rank equally in right of payment with all of the
Company’s other senior unsecured debt to the extent provided in the Indenture.




          The Designated Debentures will bear interest from February 15, 2009 at the rate per annum
equal to 7.717%; such interest shall be payable in cash, semi-annually in arrears on the Interest
Payment Dates following six months and twelve months after February 15, 2009 and thereafter on the
respective anniversaries thereof. Interest on the Designated Debentures shall be calculated on the
basis of a 360-day year composed of twelve 30-day months. The amount of interest payable for any
period shorter than a full semi-annual period for which interest is computed will be computed on
the basis of the actual number of days elapsed in that 180-day period. Interest payable on the
Designated Debentures on any Interest Payment Date will include interest for the immediately
preceding Interest Period. The interest so payable and punctually paid or duly provided for on any
Interest Payment Date will, as provided in the Indenture, be paid to the Person in whose name the
Designated Debentures (or one or more Predecessor Designated Debentures) are registered at the
close of business on the regular record date for such interest payment, which shall be the first
day of the month in which such interest payment is due. Any interest which is payable, but is not
punctually paid or duly provided for, on any Interest Payment Date shall forthwith cease to be
payable to the registered Holder hereof on the relevant regular record date by virtue of having
been such Holder, and may be paid to the Person in whose name the Designated Debentures (or one or
more Predecessor Designated Debentures) are registered at the close of business on a special record
date for the payment of such Defaulted Interest to be fixed by the Company, notice whereof shall be
given to the Holders of Designated Debentures not less than 10 days prior to such special record
date, or may be paid at any time in any other lawful manner not inconsistent with the requirements
of any securities exchange on which the Designated Debentures may be listed, and upon such notice
as may be required by such exchange, all as more fully provided in the Indenture.




          If the Accreted Principal Amount hereof or any portion of such Accreted Principal Amount is
not paid when due (whether upon acceleration, upon the date set for payment of the Redemption Price
or upon the Stated Maturity of the Designated Debentures) or if




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interest due hereon (or any portion of such interest) is not paid when due, then in each such
case the overdue amount shall, to the extent permitted by law, bear interest at the rate borne by
the Designated Debentures, compounded at the end of such Interest Period, which interest shall
accrue from the date such overdue amount was originally due to the date payment of such amount,
including interest thereon, has been made or duly provided for. All such interest shall be payable
as set forth in the Indenture.




          Subject to the terms and conditions of the Indenture, the Company will make payments in
respect of the Redemption Price and at the Stated Maturity of the Designated Debentures to Holders
who surrender Designated Debentures to a Paying Agent to collect such payments in respect of the
Designated Debentures; provided that if any Redemption Date is an Interest Payment Date, accrued
and unpaid interest shall be paid to the Holders of record as of the applicable regular record
date. The Company will pay cash amounts in money of the United States that at the time of payment
is legal tender for payment of public and private debts. However, the Company may make such cash
payments by check payable in such money; provided that payment by wire transfer of immediately
available funds will be required with respect to principal of and interest on all Designated
Debentures represented by a global security certificate. If any Interest Payment Date (other than
an Interest Payment Date coinciding with the Stated Maturity or earlier Redemption Date) falls on a
day that is not a Business Day, such Interest Payment Date will be postponed to the next succeeding
Business Day and no interest on such payment will accrue for the period from and after the Interest
Payment Date to such next succeeding Business Day, but if that Business Day is in the next
succeeding calendar year, then that payment shall be made on the immediately preceding Business
Day, with the same force and effect as if made on that date. If the Stated Maturity or Redemption
Date of the Designated Debentures would fall on a day that is not a Business Day, the required
payment of interest, if any, and principal will be made on the next succeeding Business Day and no
interest on such payment will accrue and no principal will accrete for the period from and after
the Stated Maturity or Redemption Date to such next succeeding Business Day.




          No sinking fund is provided for the Designated Debentures. The entire principal amount of the
Designated Debentures will mature and become due and payable, together with any accrued and unpaid
interest thereon including compounded interest, if any, on February 15, 2019.




          The Designated Debentures will be redeemable at the Company’s option in whole or in part, at
any time, on or after February 15, 2011, at a redemption price equal to the greater of 100% of the
principal amount to be redeemed plus accrued and unpaid interest to the date of redemption and the
“Make-Whole Redemption Amount” (as defined herein). “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 thereon for the principal amount to be redeemed (not including
any portion of those payments of interest accrued as of the date of redemption), discounted from
their respective scheduled payment dates to the date of redemption on a semi-annual basis (assuming
a 360-day year consisting of twelve 30-day months) at the




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Treasury Rate plus 50 basis points plus, in each case, accrued and unpaid interest thereon to
the date of redemption.




          For purposes of the preceding definitions:





	 	•	 	“Treasury Rate” means, with respect to any 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 Redemption Date. The
Treasury Rate will be calculated on the third Business Day preceding the Redemption Date.
	 
	 	•	 	“Premium Calculation Agent” means an investment banking institution of national
standing appointed by the Company.
	 
	 	•	 	“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 the
Redemption Date to February 15, 2019 (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 term.
	 
	 	•	 	“Comparable Treasury Price” means, with respect to a Redemption Date (1) the average of
five Reference Treasury Dealer Quotations for such 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.
	 
	 	•	 	“Reference Treasury Dealer” means each of (1) Citigroup Capital Markets Inc. and Morgan
Stanley & Co. Incorporated and their successors, provided, however, that if any of the
foregoing shall cease to be a primary U.S. government securities dealer in New York City
(a “Primary Treasury Dealer”) the Company will substitute therefore another Primary
Treasury Dealer, and (2) any other Primary Treasury Dealers selected by the Premium
Calculation Agent after consultation with the Company.
	 
	 	•	 	“Reference Treasury Dealer Quotations” means, with respect to each Reference Treasury
Dealer and any 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 at 5:00 p.m., New York City time, on the third Business Day preceding such
redemption date.





          If the Company redeems less than all of the outstanding Designated Debentures, the Trustee
will select the Designated Debentures to be redeemed (i) by lot; (ii) pro rata; or (iii) by another
method the Trustee considers fair and appropriate. The Company may




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not redeem less than all of the outstanding Designated Debentures if the Accreted Principal
Amount has been accelerated and such acceleration has not been rescinded.




          Notice of redemption will be mailed at least 30 days but not more than 60 days before the
Redemption Date to each Holder of Designated Debentures to be redeemed at the Holder’s registered
address. If money sufficient to pay the Redemption Price of all Designated Debentures (or portions
thereof) to be redeemed on the Redemption Date is deposited with the Paying Agent prior to or on
the Redemption Date, immediately after such Redemption Date interest shall cease to accrue and
principal will cease to accrete on such Designated Debentures or portions thereof. Designated
Debentures in denominations larger than $1,000 Original Principal Amount may be redeemed in part
but only in integral multiples of $1,000.




          In case an Event of Default, as defined in the Indenture, shall have occurred and be
continuing, the Accreted Principal Amount of all of the Designated Debentures may be declared, and
upon such declaration shall become, due and payable, in the manner, with the effect and subject to
the conditions provided in the Indenture. An “event of default” with respect to the Designated
Debentures, means any of the following:





	 	•	 	failure to pay any installment of interest when due and payable (including any
additional interest) on the Designated Debentures and continuance of such default for a
period of 30 days or more;
	 
	 	•	 	failure to pay the principal of the Designated Debentures when due, whether at
maturity, upon redemption or otherwise; or
	 
	 	•	 	certain events in bankruptcy, insolvency or reorganization of the Company or
appointment of a receiver, liquidator or trustee of MetLife Bank, N.A., the banking
subsidiary of MetLife.





          If an event of default under the Indenture occurs and continues with respect to the Designated
Debentures, the Trustee or the Holders of at least 25% in aggregate principal amount of the
outstanding Designated Debentures may declare the entire principal of and all accrued but unpaid
interest on the outstanding Designated Debentures to be due and payable immediately. If such
declaration occurs, the Holders of a majority of the aggregate principal amount of the outstanding
Designated Debentures can, subject to certain conditions, rescind the declaration.




          The Holders of a majority in aggregate principal amount of the outstanding Designated
Debentures may, on behalf of all Holders of the outstanding Designated Debentures, waive any past
default with respect to the Designated Debentures, except:





	 	•	 	a default in payment of principal or interest; or
	 
	 	•	 	a default under any provision of the Indenture which itself cannot be modified or
amended without the consent of the Holders of the Designated Debentures.




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          The Holders of a majority in principal amount of the Designated Debentures shall have the
right to direct the time, method and place of conducting any proceeding for any remedy available to
the Trustee under 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 Designated Debentures
at the time Outstanding (as defined in the Indenture) 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 Designated Debentures; provided, however, that, among other
things, no such supplemental indenture shall (i) reduce the principal amount thereof, or reduce the
rate or extend the time of payment of interest thereon without the consent of the Holder of each
Designated Debenture so affected, or (ii) reduce the aforesaid percentage of Designated Debentures,
the Holders of which are required to consent to any such supplemental indenture, without the
consent of the Holders of each Designated Debenture then Outstanding and affected thereby. The
Indenture also contains provisions permitting the Holders of a majority in aggregate principal
amount of the Designated Debentures at the time Outstanding affected thereby, on behalf of all of
the Holders of the Designated Debentures, to waive a default or Event of Default with respect to
the Designated Debentures, and its consequences, except a default or Event of Default in the
payment of the principal of or interest on any of the Designated Debentures or a default in respect
of a provision that under Article IX of the Base Indenture cannot be amended without the Holder of
each Holder affected thereby. Any such consent or waiver by the registered Holders of the
Designated Debentures (unless revoked as provided in the Indenture) shall be conclusive and binding
upon such Holders and upon all future Holders and owners of the Designated Debentures and of any
certificate representing Designated Debentures issued in exchange for or in place hereof (whether
by registration of transfer or otherwise) irrespective of whether or not any notation of such
consent or waiver is made upon the certificate representing the Designated Debentures.




          No reference herein to the Indenture and no provision of the Designated Debentures or of the
Indenture shall alter or impair the obligation of the Company, which is absolute and unconditional,
to pay the principal of and interest on the Designated Debentures at the time and place and at the
rate and in the money herein prescribed.




          As provided in the Indenture and subject to certain limitations therein set forth, the
Designated Debentures are transferable by the registered Holder hereof on the Security Register of
the Company, upon surrender of the certificates representing the Designated Debentures for
registration of transfer at the office or agency of the Trustee in The City of New York and State
of New York accompanied by a written instrument or instruments of transfer in form satisfactory to
the Company or the Trustee duly executed by the registered Holder hereof or his attorney duly
authorized in writing, and thereupon one or more new certificates representing Designated
Debentures of authorized denominations and for the same aggregate principal amount will be issued
to the designated transferee or transferees. No service charge will be made for any such




9









 




transfer, but the Company may require payment of a sum sufficient to cover any tax, assessment
or other governmental charge payable in relation thereto.




          Prior to due presentment for registration of transfer of this security certificate
representing Designated Debentures, 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 the Designated Debentures 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 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 the Designated
Debentures, 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 Indenture imposes certain limitations on the ability of the Company to, among other
things, merge or consolidate with any other Person or sell, assign, transfer, lease or convey all
or substantially all of its properties and assets. All such covenants and limitations are subject
to a number of important qualifications and exceptions. The Company must report periodically to
the Trustee on compliance with the covenants in the Indenture.




          The Designated Debentures are issuable only in registered form without coupons, in
denominations of $1,000 Original Principal Amount and any integral multiple thereof. As provided
in the Indenture and subject to certain limitations therein set forth, Designated Debentures so
issued are exchangeable for a like aggregate principal amount of Designated Debentures of a
different authorized denomination, as requested by the Holder surrendering the same.




          All terms used in security certificates representing Designated Debentures that are defined in
the Indenture shall have the meanings assigned to them in the Indenture.




          The Designated Debentures shall be governed by and construed in accordance with the laws of
the State of New York, without regard to its principles of conflicts of laws.




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ASSIGNMENT



FOR VALUE RECEIVED, the undersigned assigns and transfers the Designated Debentures to:




 





 





 





(Insert assignee’s social security or tax identification number)




 





 





 





(Insert address and zip code of assignee)



agent to transfer the Designated Debentures on the books of the Security Registrar. The agent may
substitute another to act for him or her.




	 	 	 	 	 
	 

	 	 	 	 
	Dated:

	 	 	 	Signature:






Signature Guarantee:




(Sign
exactly as your name appears on the other side of the certificate representing Designated
Debenture)




          Signatures must be guaranteed by an “eligible guarantor institution” meeting the requirements
of the Registrar, which requirements include membership or participation in the Security Transfer
Agent Medallion Program (“STAMP”) or such other “signature guarantee program” as may be determined
by the Registrar in addition to, or in substitution for, STAMP, all in accordance with the
Securities Exchange Act of 1934, as amended.





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SCHEDULE OF INCREASES OF DECREASES IN GLOBAL CERTIFICATE




The following increases or decreases in this Global Certificate have been made:




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	Amount of	 	 	 	 	 	 	 	 	 	 	Signature	 
	 	 	increase in	 	 	 	 	 	 	 	 	 	 	of	 
	 	 	Number of	 	 	 	 	 	 	Number of	 	 	authorized	 
	 	 	Designated	 	 	Amount of decrease in	 	 	Designated Debentures	 	 	signatory	 
	 	 	Debentures	 	 	Number of	 	 	evidenced by this	 	 	of Stock	 
	 	 	evidenced by	 	 	Designated Debentures	 	 	Global Certificate	 	 	Purchase	 
	 	 	the Global	 	 	evidenced by the	 	 	following such	 	 	Contract	 
	Date	 	Certificate	 	 	Global Certificate	 	 	decrease or increase	 	 	Agent	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 






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