EX-4.2



 Exhibit 4.2 

METLIFE, INC. 

4.721% Series E Senior Component Debentures, Tranche 2 

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 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. 
 THE COMPONENT NOTES (AS DEFINED ON THE REVERSE
HEREOF) 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 COMPONENT NOTES ARE NOT INSURED BY THE FEDERAL DEPOSIT INSURANCE
CORPORATION, THE BANK INSURANCE FUND OR ANY OTHER GOVERNMENT AGENCY OR INSURER. 







 METLIFE, INC. 

4.721% Series E Senior Component Debentures, Tranche 2 
  

			
	No. [—]	  	 CUSIP No. 59156R BL1

ISIN No. US59156RBL15


 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 Cede & Co., as nominee of the Depositary, or registered assigns, the principal sum of [—] dollars ($[—]) or such principal sum as shall be set forth in Schedule of Exchanges of Interests in the Global Security attached hereto on June 15, 2045 (the “Initial Scheduled Maturity”) 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; provided, however
that, effective on October 8, 2014, such Initial Scheduled Maturity shall be automatically adjusted to December 15, 2044 (thereafter, the “Stated Maturity”). 

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: Marlene B. Debel
		 	Title: Executive Vice President and Treasurer


  

			
	Attest:
		
	By:	 	 
		 	Name: Jacob Jenkelowitz
		 	Title: Assistant Secretary

  
 CERTIFICATE OF AUTHENTICATION 

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

Dated: 
  

			
	THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., as Trustee
		
	By:	 	 
		 	Authorized Signatory









 [REVERSE OF SECURITY] 

METLIFE, INC. 

4.721% Series E Senior Component Debentures, Tranche 2 

This Debenture is one of a duly authorized series of Securities (as defined in the Base Indenture (as defined below)) entitled the Series E Senior
Component Debentures, Tranche 2 of the Company (the “Component Notes”), 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-Second
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 Component Notes. Capitalized terms used in this Component Note that are not defined in this Component Note
shall have the respective meanings ascribed to them in the Indenture. 
 Interest on a Component Note shall accrue on the principal amount of such Component
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, September 15, 2014, in each case to, but excluding, the next Interest Payment Date or the
Stated Maturity of the principal of such Component Note, as the case may be. The Interest Payment Dates are March 15, June 15, September 15, and December 15 of each year, commencing on, and including, December 15,
2014, 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. Interest will accrue on this Component Note at a rate of 4.721% per annum; provided that, interest on this Component Note that is payable on December 15, 2014 will consist of interest accruing
from, and including, September 15, 2014 to, but excluding, October 7, 2014, at the rate of 2.463% per annum, and interest accruing from, and including, October 7, 2014, to, but excluding, December 15, 2014, at the rate of
4.721% per annum. 
 The Company shall not have the right to redeem any Component Notes prior to October 8, 2016. 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 Component Notes, on any date (the “Redemption Date”) on or after October 8, 2016 (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 Component Note and on or
before the next Interest Payment Date of such Component Note, then such payment of interest shall, notwithstanding such redemption, be made, on such Interest Payment Date, to the Holder of such Component Note as of the close of business on such
Regular Record Date. The Component Notes shall not be entitled to any sinking fund payments. 







 If an Event of Default shall have occurred and be continuing, the principal amount of, and accrued and unpaid
interest on, all of the Component 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 Component 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 Component Notes; provided,
however, that, among other things, no such supplemental indenture shall, without the consent of the Holders of each Component 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 Component 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 Component Notes, on behalf of the Holders of all the Component Notes, waive any past default under the Indenture with respect to the
Component Notes and its consequences, other than certain defaults set forth in the Indenture. 
 Prior to due presentment for registration of transfer of
this Component 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 Component 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 Component 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 Component
Notes are issued only in principal amounts equal to an integral multiple of one thousand dollars ($1,000). Subject to the terms of the Indenture, the Component Notes are exchangeable for a like aggregate principal amount of Component Notes of a
different authorized denomination, as requested by the Holder surrendering the same. 
 This Component 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. 







 [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 Component
Note and all rights thereunder, and hereby irrevocably constitute and appoint 
  

 
 as attorney to
transfer the Component Note 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 Component Note 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:                     
                                         
                                         
                                         
                                         
                                









 SCHEDULE OF EXCHANGES OF INTERESTS IN THE GLOBAL SECURITY 

The following exchanges of a part of this Global Security for Securities in certificated form, have been made: 

 

									
	Date of Exchange	  	 Amount of decrease

in principal amount
 of this
Global
 Security
	  	 Amount of Increase

in principal amount
 of this
Global
 Security
	  	 Principal amount of

this Global
 Security following

such decrease
 or increase
	  	 Signature of

authorized signatory
 of Trustee
or
 Component Note

custodian