Filed Pursuant to
Rule 424(b)(2)
Registration No. 333-147180

PRELIMINARY PROSPECTUS SUPPLEMENT, DATED JUNE 30, 2009
SUBJECT TO COMPLETION

Prospectus Supplement

(To Prospectus Dated November 6, 2007)

 

$     

 

MetLife, Inc.
  % Fixed-to-Floating Rate Junior Subordinated Debentures due 2069

 

MetLife, Inc. is offering $      aggregate principal amount of its     % Fixed-to-Floating Rate Junior Subordinated Debentures due 2069, which are part of “subordinated debt securities” referred to in the accompanying prospectus and which we refer to as the “Junior Subordinated Debentures” in this prospectus supplement. The Junior Subordinated Debentures will bear interest on their principal amount from the date they are issued to but excluding     , 2039, or earlier redemption, at an annual fixed rate of     %, payable semi-annually in arrears on each      and     , beginning     , 2010, and, solely in the event that we are unable to redeem the Junior Subordinated Debentures on the Scheduled Redemption Date (as described below), from and including     , 2039 to but excluding     , 2069, or earlier redemption, at an annual rate equal to Three-Month LIBOR plus a margin equal to     %, payable quarterly in arrears on each     ,     ,      and     , subject to our right or, in certain circumstances, requirement to defer interest payments as described in this prospectus supplement under “Description of the Junior Subordinated Debentures.”

 

We have agreed to repay the Junior Subordinated Debentures on     , 2039, which we refer to as the “Scheduled Redemption Date,” but only to the extent that we have raised sufficient net proceeds during the 180-day period ending on the Notice Date for the Scheduled Redemption Date from the issuance of certain “Qualifying Capital Securities,” as described in this prospectus supplement. We will covenant to use our commercially reasonable efforts to raise sufficient net proceeds during such 180-day period from the issuance of Qualifying Capital Securities to permit repayment of the Junior Subordinated Debentures in full on the Scheduled Redemption Date, subject to certain “Market Disruption Events” described herein and subject to our right to otherwise redeem the Junior Subordinated Debentures as described below. If any Junior Subordinated Debentures are not repaid on the Scheduled Redemption Date, they will remain outstanding and will bear interest at the floating rate specified above, payable quarterly in arrears and, subject to the limitations described in the immediately preceding sentence, we will continue to use our commercially reasonable efforts to raise sufficient net proceeds during the 90-day period ending on the Notice Date for each subsequent Interest Payment Date (as defined in this prospectus supplement) from the issuance of Qualifying Capital Securities to permit repayment of the Junior Subordinated Debentures in full on such Interest Payment Date. We refer to each such 180-day and 90-day period as a “QCS Proceeds Collection Period.” On     , 2069 we must pay any remaining principal and interest on the Junior Subordinated Debentures in full whether or not we have sold a sufficient amount of Qualifying Capital Securities.

 

We may redeem, at our option, the Junior Subordinated Debentures, subject to certain provisions described in this prospectus supplement under “Description of the Replacement Capital Covenant”:

 

 

The Junior Subordinated Debentures will be issued in denominations of $2,000 and integral multiples of $1,000, and will be our junior subordinated unsecured obligations issued under a Junior Subordinated Indenture. The payment of principal of and interest on the Junior Subordinated Debentures, to the extent provided in the Junior Subordinated Indenture, will be subordinated to the prior payment in full of all present and future senior indebtedness, pari passu with trade creditors and senior to all classes of our share capital as described in “Description of the Junior Subordinated Debentures — Subordination,” and will be effectively subordinated to all indebtedness of our subsidiaries. Each of (i) MetLife, Inc.’s obligations under the Financing Agreement relating to the 9.250% Fixed-to-Floating-Rate Exchangeable Surplus Trust Securities of MetLife Capital Trust X (the “9.250% X-SURPS”) and, upon an exchange of the 9.250% X-SURPS, the related 9.250% Fixed-to-Floating Rate Junior Subordinated Debentures due 2068 of MetLife, Inc., (ii) MetLife, Inc.’s obligations under the Financing Agreement relating to the 7.875% Fixed-to-Floating-Rate Exchangeable Surplus Trust Securities of MetLife Capital Trust IV (the “7.875% X-SURPS”) and, upon an exchange of the 7.875% X-SURPS, the related 7.875% Fixed-to-Floating Rate Junior Subordinated Debentures due 2067 of MetLife, Inc. and (iii) MetLife, Inc.’s 6.40% Fixed-to-Floating Rate Junior Subordinated Debentures due 2066 shall rank equally with, and shall not be senior in right of payment to, the Junior Subordinated Debentures.

 

As further described in this prospectus supplement, if (1) we have optionally deferred interest payments for a period of more than five consecutive years or (2) if a “Trigger Event” (as defined in this prospectus supplement) has occurred and the related “Trigger Period” (as defined in this prospectus supplement) is continuing as of the 30th day prior to an Interest Payment Date, we may satisfy our obligation to pay interest on the Junior Subordinated Debentures (i) in the case of an event described in (1) above, on any subsequent Interest Payment Date; and (ii) in the case of an event described in (2) above, on such Interest Payment Date (in the case of clause (2), other than any interest that has accrued during an Optional Deferral Period (as defined in this prospectus supplement) of less than five years, which may continue to be deferred to the extent provided herein or be paid out of any source of funds), only to the extent of net proceeds from the sale of “Qualifying APM Securities” (as defined in this prospectus supplement) received by us during the 180 days prior to such Interest Payment Date. We refer to this method of funding the payment of accrued and unpaid interest as the “Alternative Payment Mechanism.” An Event of Default will occur, among other things, if non-payment of interest, due to an Optional Deferral (as defined in this prospectus supplement), the continuance of a Trigger Period or otherwise, continues for ten consecutive years without all accrued and unpaid interest (including compounded interest) having been paid in full. In certain events of our bankruptcy, insolvency or receivership prior to the maturity or redemption of any Junior Subordinated Debentures, whether voluntary or not, a holder of Junior Subordinated Debentures will have no claim for interest that is unpaid as a result of certain consequences of a Trigger Event (including compounded interest thereon) and has not been settled through the application of the Alternative Payment Mechanism to the extent the amount of such interest exceeds 25% of the then outstanding principal amount of such holder’s Junior Subordinated Debentures. For the avoidance of doubt, this limitation on claims for unpaid interest does not apply to amounts of interest deferred on an optional basis, and holders will have a full claim for, and right to receive such amounts.

 

See “Risk Factors” beginning on page S-18 of this prospectus supplement to read about important factors you should consider before buying the Junior Subordinated Debentures.

 

Neither the Securities and Exchange Commission nor any other regulatory body has approved or disapproved of these securities or passed upon the adequacy of this prospectus supplement or the accompanying prospectus. Any representation to the contrary is a criminal offense.

 

 

 

The Underwriters expect to deliver the Junior Subordinated Debentures, in book-entry form only, through the facilities of The Depository Trust Company (“DTC”) for the accounts of its Participants (as defined herein), including Clearstream Banking, société anonyme, Luxembourg (“Clearstream Luxembourg”) and/or Euroclear Bank N.V./S.A. (“Euroclear”), on or about     , 2009.

 

 

 

 

Joint Book-Running Managers

 

 

 

 

Prospectus Supplement dated     , 2009

 

TABLE OF CONTENTS

 

 

 

 

 

You should rely only on the information contained or incorporated by reference in this prospectus supplement and the accompanying prospectus. Neither we nor the Underwriters have authorized anyone to provide you with additional or different information. If anyone provided you with additional or different information, you should not rely on it. Neither we nor the Underwriters are making an offer to sell these Junior Subordinated Debentures in any jurisdiction where the offer or sale is not permitted. You should assume that the information contained in this prospectus supplement, the accompanying prospectus and the documents incorporated by reference, is accurate only as of their respective dates. Our business, financial condition, results of operations and prospects may have changed since those dates.

 

The Junior Subordinated Debentures are offered for sale in those jurisdictions in the United States, Europe, Asia and elsewhere where it is lawful to make such offers. The distribution of this prospectus supplement and the accompanying prospectus and the offering or sale of the Junior Subordinated Debentures in some jurisdictions may be restricted by law. Persons into whose possession this prospectus supplement and the accompanying prospectus come are required by us and the Underwriters to inform themselves about and to observe any applicable restrictions. This prospectus supplement and the accompanying prospectus may not be used for or in connection with an offer or solicitation by any person in any jurisdiction in which that offer or solicitation is not authorized or to any person to whom it is unlawful to make that offer or solicitation. See “Offering Restrictions” in this prospectus supplement.

 

You should read this prospectus supplement along with the accompanying prospectus carefully before investing in the Junior Subordinated Debentures. This prospectus supplement contains the terms of the Junior Subordinated Debentures. This prospectus supplement may add, update or change information in the accompanying prospectus. In addition, the information incorporated by reference in the accompanying prospectus may have added, updated or changed information in the accompanying prospectus. If information in this prospectus supplement is inconsistent with any information in the accompanying prospectus (or any information incorporated therein by reference), this prospectus supplement will apply and will supersede such information.

 

It is important for you to read and consider all information contained in this prospectus supplement and the accompanying prospectus in making your investment decision. You should also read and consider the additional information under the caption “Where You Can Find More Information” in the accompanying prospectus and in this prospectus supplement.

 

Unless otherwise stated or the context otherwise requires, references in this prospectus supplement and the accompanying prospectus to “MetLife,” “we,” “our,” or “us” refer to MetLife, Inc., together with its direct and indirect subsidiaries, while references to “MetLife, Inc.” refer only to the holding company on an unconsolidated basis.

 

MetLife, Inc. files reports, proxy statements and other information with the Securities and Exchange Commission (“SEC”). These reports, proxy statements and other information can be read and copied at the SEC’s public reference room at 100 F Street, N.E., Washington, D.C. 20549. Please call the SEC at 1-800-SEC-0330 for further information on the operation of the public reference room. The SEC maintains an internet site at www.sec.gov that contains reports, proxy and information statements and other information regarding companies that file electronically with the SEC, including MetLife, Inc. MetLife, Inc.’s common stock is listed and trading on the New York Stock Exchange under the symbol “MET”. These reports, proxy statements and other information can also be read at the offices of the New York Stock Exchange, 11 Wall Street, New York, New York 10005.

 

The SEC allows “incorporation by reference” into this prospectus supplement and the accompanying prospectus of information that MetLife, Inc. files with the SEC. This permits MetLife, Inc. to disclose important information to you by referencing these filed documents. Any information referenced this way is considered part of this prospectus supplement and accompanying prospectus. Information furnished under Item 2.02 and Item 7.01 of MetLife, Inc.’s Current Reports on Form 8-K is not incorporated by reference in this prospectus supplement and accompanying prospectus. MetLife, Inc. incorporates by reference the following documents which have been filed with the SEC:

 

 

MetLife, Inc. incorporates by reference the documents listed above and any future filings made with the SEC in accordance with Sections 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), until the termination or completion of the offering of the Junior Subordinated Debentures made by this prospectus supplement and accompanying prospectus. Any reports filed by us with the SEC after the date of this prospectus supplement and before the date that the offering of Junior Subordinated Debentures by means of this prospectus supplement and accompanying prospectus is terminated or completed will automatically update and, where applicable, supersede any information contained in this prospectus supplement and accompanying prospectus or incorporated by reference in this prospectus supplement and accompanying prospectus.

 

MetLife, Inc. will provide without charge upon written or oral request, a copy of any or all of the documents that are incorporated by reference into this prospectus supplement and accompanying prospectus, other than exhibits to those documents, unless those exhibits are specifically incorporated by reference into those documents. Requests should be directed to Investor Relations, MetLife, Inc., 1095 Avenue of the Americas, New York, New York 10036 by electronic mail (metir@metlife.com), or by telephone (212-578-2211). You may also obtain some of the documents incorporated by reference into this document at MetLife’s website, www.metlife.com. All other information contained on MetLife’s website is not a part of this document.

 

This prospectus supplement may contain or incorporate by reference information that includes or is based upon forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements give expectations or forecasts of future events. These statements can be identified by the fact that they do not relate strictly to historical or current facts. They use words such as “anticipate,” “estimate,” “expect,” “project,” “intend,” “plan,” “believe” and other words and terms of similar meaning in connection with a discussion of future operating or financial performance. In particular, these include statements relating to future actions, prospective services or products, future performance or results of current and anticipated services or products, sales efforts, expenses, the outcome of contingencies such as legal proceedings, trends in operations and financial results.

 

Any or all forward-looking statements may turn out to be wrong. They can be affected by inaccurate assumptions or by known or unknown risks and uncertainties. Many such factors will be important in determining MetLife’s actual future results. These statements are based on current expectations and the current economic environment. They involve a number of risks and uncertainties that are difficult to predict. These statements are not guarantees of future performance. Actual results could differ materially from those expressed or implied in the forward-looking statements. Risks, uncertainties, and other factors that might cause such differences include the risks, uncertainties and other factors identified in MetLife, Inc.’s filings with the SEC. These factors include: (i) difficult and adverse conditions in the global and domestic capital and credit markets; (ii) continued volatility and further deterioration of the capital and credit markets, which may affect MetLife’s ability to seek financing or access its credit facilities; (iii) uncertainty about the effectiveness of the U.S. government’s plan to stabilize the financial system by injecting capital into financial institutions, purchasing large amounts of illiquid, mortgage-backed and other securities from financial institutions, or otherwise; (iv) the impairment of other financial institutions; (v) potential liquidity and other risks resulting from MetLife’s participation in a securities lending program and other transactions; (vi) exposure to financial and capital market risk; (vii) changes in general economic conditions, including the performance of financial markets and interest rates, which may affect MetLife’s ability to raise capital, generate fee income and market-related revenue and finance statutory reserve requirements and may require MetLife to pledge collateral or make payments related to declines in value of specified assets; (viii) defaults on MetLife’s mortgage and consumer loans; (ix) investment losses and defaults, and changes to investment valuations; (x) impairments of goodwill and realized losses or market value impairments to illiquid assets; (xi) unanticipated changes in industry trends; (xii) heightened competition, including with respect to pricing, entry of new competitors, consolidation of distributors, the development of new products by new and existing competitors and for personnel; (xiii) discrepancies between actual claims experience and assumptions used in setting prices for MetLife’s products and establishing the liabilities for MetLife’s obligations for future policy benefits and claims; (xiv) discrepancies between actual experience and assumptions used in establishing liabilities related to other contingencies or obligations; (xv) ineffectiveness of risk management policies and procedures, including with respect to guaranteed benefit riders (which may be affected by fair value adjustments arising from changes in our own credit spread) on certain of MetLife’s variable annuity products; (xvi) increased expenses relating to pension and post-retirement benefit plans, (xvii) catastrophe losses; (xviii) changes in assumptions related to deferred policy acquisition costs, value of business acquired or goodwill; (xix) downgrades in MetLife, Inc.’s and its affiliates’ claims paying ability, financial strength or credit ratings; (xx) economic, political, currency and other risks relating to MetLife’s international operations; (xxi) availability and effectiveness of reinsurance or indemnification arrangements, (xxii) regulatory, legislative or tax changes that may affect the cost of, or demand for, MetLife’s products or services; (xxiii) changes in accounting standards, practices and/or policies; (xxiv) adverse results or other consequences from litigation, arbitration or regulatory investigations; (xxv) deterioration in the experience of the “closed block” established in connection with the reorganization of Metropolitan Life Insurance Company; (xxvi) the effects of business disruption or economic contraction due to terrorism, other hostilities, or natural catastrophes; (xxvii) MetLife’s ability to identify and consummate on successful terms any future acquisitions, and to successfully integrate acquired businesses with minimal disruption; (xxviii) MetLife, Inc.’s primary reliance, as a holding company, on dividends from its subsidiaries to meet debt payment obligations and the applicable regulatory restrictions on the ability of the subsidiaries to pay such dividends; and (xxix) other risks and uncertainties described from time to time in MetLife, Inc.’s filings with the SEC.

 

MetLife, Inc. does not undertake any obligation to publicly correct or update any forward-looking statement if MetLife, Inc. later becomes aware that such statement is not likely to be achieved. Please consult any further disclosures MetLife, Inc. makes on related subjects in reports to the SEC.

 

In reviewing the agreements included as exhibits to any of the documents incorporated by reference into this prospectus supplement and the accompanying prospectus, please remember that they are incorporated to provide you with information regarding their terms and are not intended to provide any other factual or disclosure information about MetLife, Inc., its subsidiaries or the other parties to the agreements. The agreements contain representations and warranties by each of the parties to the applicable agreement. These representations and warranties have been made solely for the benefit of the other parties to the applicable agreement and:

 

 

Accordingly, these representations and warranties may not describe the actual state of affairs as of the date they were made or at any other time.

 

SUMMARY

	•	Institutional.  The Institutional segment offers a broad range of group insurance and retirement & savings products and services to corporations and other institutions and their respective employees.

	•	Group insurance products and services include group life insurance, non-medical health insurance products and related administrative services, as well as other benefits and services, such as employer-sponsored auto and homeowners insurance provided through the Auto & Home segment and prepaid legal services plans. MetLife offers group insurance products as employer-paid benefits or as voluntary benefits where all or a portion of the premiums are paid by the employee. MetLife has built a leading position in the U.S. group insurance market through long-standing relationships with many of the largest corporate employers in the United States. MetLife distributes its group insurance products and services through a sales force that is segmented by the size of the target customer. Voluntary products are sold through the same sales channels, as well as by specialists for these products.
	•	Institutional’s retirement & savings products and services include an array of annuity and investment products, including guaranteed interest products and other stable value products, accumulation and income annuities, and separate account contracts for the investment management of defined benefit and defined contribution plan assets. MetLife distributes retirement & savings products and services through dedicated sales teams and relationship managers. In addition, the retirement & savings organization works with the distribution channels in the Individual segment and in the group insurance area, to better reach and service customers, brokers, consultants and other intermediaries.

	•	Individual.  The Individual segment offers a wide variety of protection and asset accumulation products aimed at serving the financial needs of our customers throughout their entire life cycle. Individual segment products include insurance products, such as traditional, variable and universal life insurance and variable and fixed annuities. In addition, Individual sales representatives distribute disability insurance and long-term care insurance products offered through the Institutional segment, investment products such as mutual funds, as well as other products offered by MetLife’s other businesses.

	•	International.  The International segment provides life insurance, accident and health insurance, credit insurance, annuities and retirement & savings products to both individuals and groups. MetLife focuses on emerging markets primarily within the Latin America, Europe and Asia Pacific regions. MetLife operates in

		Latin America in Mexico, Chile, Argentina, Brazil and Uruguay. In Europe, MetLife operates in the United Kingdom, Belgium, Poland and Ireland. The results of our operations in India are also included in this region. In the Asia Pacific region, MetLife operates in South Korea, Taiwan, Australia, Japan, Hong Kong and China.

	•	Auto & Home.  The Auto & Home segment offers personal lines property and casualty insurance directly to employees at their employer’s worksite, as well as to individuals through a variety of retail distribution channels, including independent agents, property and casualty specialists, direct response marketing and the agency distribution group.

Issuer		MetLife, Inc.
Securities		% Fixed-to-Floating Rate Junior Subordinated Debentures due      , 2069 (the “Junior Subordinated Debentures”).
		The Junior Subordinated Debentures will be issued under an indenture, dated June 21, 2005, between us and The Bank of New York Mellon Trust Company, N.A. (as successor to J.P. Morgan Trust Company, National Association), as trustee, as supplemented by a supplemental indenture, to be dated as of the closing date of this offering (the indenture, as supplemented by such supplemental indenture, is referred to as the “Junior Subordinated Indenture”). The Junior Subordinated Debentures will be issued in denominations of $2,000 principal amount and integral multiples of $1,000.
Aggregate Principal Amount		$
Interest		Subject to the provisions described below under “— Optional Deferral” and “— Trigger Event,” interest on the Junior Subordinated Debentures will accrue:
		• from and including the issue date to but excluding      , 2039, or earlier redemption, at a fixed rate equal to      % per annum, payable semi-annually in arrears on each       and      , beginning on      , 2010; and
		• solely in the event that the Junior Subordinated Debentures are not repaid or otherwise redeemed on or before the Scheduled Redemption Date, from and including      , 2039 to but excluding      , 2069 or earlier redemption, at a floating rate per annum equal to Three-Month LIBOR plus a margin equal to      %, payable quarterly in arrears on each      ,      ,       and      .
Final Maturity Date		The Junior Subordinated Debentures will mature on      , 2069 (the “Final Maturity Date” and, together with any earlier date on which the Junior Subordinated Debentures become due and payable, whether pursuant to a notice of redemption, acceleration or otherwise, the “Maturity Date”).
Scheduled Redemption Date		The principal amount of the Junior Subordinated Debentures, together with accrued and unpaid interest, will be repaid on the Scheduled Redemption Date in the circumstances described below. The “Scheduled Redemption Date” is      , 2039.
		The Junior Subordinated Debentures must be repaid on the Scheduled Redemption Date only to the extent that MetLife, Inc. has raised sufficient net proceeds during the 180-day period ending on the Notice Date for the Scheduled Redemption Date from the issuance of certain Qualifying Capital Securities described under “Description of the Replacement Capital Covenant.” MetLife, Inc. will covenant to use Commercially Reasonable Efforts (as defined in this prospectus supplement), subject to a Market Disruption Event as described under “Description of the Junior Subordinated Debentures — Alternative Payment Mechanism” and subject to its right to otherwise redeem the Junior Subordinated Debentures as described under “— Optional Redemption” below, to raise sufficient net proceeds during such

		180-day period from the issuance of Qualifying Capital Securities to permit repayment of the Junior Subordinated Debentures in full on the Scheduled Redemption Date. In this prospectus supplement, this covenant is referred to as the “Replacement Capital Obligation.”
		If MetLife, Inc. has not raised sufficient net proceeds from the issuance of Qualifying Capital Securities to permit repayment of all principal and accrued and unpaid interest, including any Compounded Interest (as defined in this prospectus supplement), to the extent permitted by applicable law, on the Junior Subordinated Debentures on the Scheduled Redemption Date, MetLife, Inc.’s Replacement Capital Obligation will continue on the next Interest Payment Date, and on each Interest Payment Date thereafter, until the Junior Subordinated Debentures are paid in full. Until the Junior Subordinated Debentures are so paid in full, they will remain outstanding from quarter to quarter and bear interest at the floating rate determined as specified herein, payable quarterly in arrears, until repaid in accordance with their terms.
		Notwithstanding the foregoing, if MetLife, Inc. redeems the Junior Subordinated Debentures when any deferred interest remains unpaid and at a time when the Alternative Payment Mechanism is otherwise applicable, the unpaid deferred interest (including Compounded Interest, to the extent permitted by law) may only be paid pursuant to the Alternative Payment Mechanism (other than any interest that has accrued during an Optional Deferral Period of less than five years, which may be paid out of any source of funds), except that on the Final Maturity Date and on the Acceleration Date (as defined in this prospectus supplement), MetLife, Inc. may pay any accrued and unpaid interest without regard to the source of funds.
		MetLife, Inc. has no obligation to holders of the Junior Subordinated Debentures to use Commercially Reasonable Efforts to issue any securities other than Qualifying Capital Securities or to use the proceeds of the issuance of any other securities to cause the repayment of the Junior Subordinated Debentures on the Scheduled Redemption Date or at any time thereafter.
		For more information, see “Description of the Junior Subordinated Debentures — Repayment of Principal; Replacement Capital Obligation.”
Optional Redemption		Subject to the provisions described below under “— Replacement Capital Covenant,” MetLife, Inc. may, at its option redeem the Junior Subordinated Debentures:
		• in whole or in part, at any time on or after    , 2034 at the Par Redemption Amount; provided that if the Junior Subordinated Debentures are not redeemed in whole, at least $50 million aggregate principal amount of the Junior Subordinated Debentures (excluding any Junior Subordinated Debentures held by MetLife, Inc. or any of its affiliates) must remain outstanding after giving effect to such redemption;
		• in whole or in part, at any time prior to    , 2034, in cases not involving a Tax Event or Rating Agency Event, at the

		Par Redemption Amount or, if greater, the Make-Whole Redemption Amount; provided that if the Junior Subordinated Debentures are not redeemed in whole, at least $50 million aggregate principal amount of the Junior Subordinated Debentures (excluding any Junior Subordinated Debentures held by MetLife, Inc. or any of its affiliates) must remain outstanding after giving effect to such redemption; and
		• in whole, but not in part, at any time prior to      , 2034, after the occurrence of a Tax Event or Rating Agency Event, at their principal amount plus accrued and unpaid interest to the date of redemption or, if greater, the Special Event Make-Whole Redemption Amount.
		For more information and the definitions of Tax Event, Rating Agency Event, Par Redemption Amount, Make-Whole Redemption Amount and Special Redemption Make-Whole Amount, see “Description of the Junior Subordinated Debentures — Optional Redemption.”
Replacement Capital Covenant		Around the time of the initial issuance of the Junior Subordinated Debentures, MetLife, Inc. will enter into the Replacement Capital Covenant in which MetLife, Inc. will covenant for the benefit of holders of one or more designated series of its indebtedness that ranks senior to the Junior Subordinated Debentures (which will initially be MetLife, Inc.’s 5.70% Senior Notes due 2035), that MetLife, Inc. will not repay, redeem or purchase and will cause its subsidiaries not to repay, redeem or purchase, as applicable, the Junior Subordinated Debentures prior to      , 2059 unless, subject to certain limitations, during the applicable Measurement Period (as defined in this prospectus supplement), MetLife, Inc. and its subsidiaries have received proceeds from the sale of specified securities in the specified amounts described therein.
		The Replacement Capital Covenant will terminate upon the occurrence of certain events, including the occurrence of an Event of Default and a Change of Control Event resulting in acceleration of the Junior Subordinated Debentures. The Replacement Capital Covenant is not intended for the benefit of holders of the Junior Subordinated Debentures and may not be enforced by them, except that MetLife, Inc. will agree in the Junior Subordinated Indenture that it will not amend the Replacement Capital Covenant to impose additional restrictions on the type or amount of Qualifying Capital Securities that MetLife, Inc. may include for purposes of determining when repayment, redemption or purchase of the Junior Subordinated Debentures is permitted, except with the consent of the holders of a majority in principal amount of the Junior Subordinated Debentures.
Optional Deferral		MetLife, Inc. may cause interest payments on the Junior Subordinated Debentures to be deferred at any time and from time to time for up to ten consecutive years, which we refer to in this summary as an “Optional Deferral Period,” without triggering an Event of Default. No Optional Deferral Period may end on a date other than an Interest Payment Date or extend beyond the Maturity Date. This deferral right is subject to the limitations described under “Description of the Junior Subordinated Debentures — Optional Deferral,” which include that (i) no Event of Default has occurred and is continuing and (ii) no

		Trigger Event has occurred and the related Trigger Period is not continuing. Deferred interest will continue to accrue and compound periodically, to the extent permitted by applicable law, at the rate of interest applicable to the Junior Subordinated Debentures.
		During the first five years of an Optional Deferral Period, MetLife, Inc. may pay deferred interest out of any source of funds. If interest remains unpaid after five consecutive years of Optional Deferral, the Alternative Payment Mechanism described below in this summary under “— Alternative Payment Mechanism” will apply, with the consequence, among others, that MetLife, Inc. (i) must sell shares of its common stock to raise sufficient proceeds to pay deferred interest (unless such interest has been (or is being) paid from the sale of Qualifying Warrants) and (ii) may pay deferred interest only out of the net proceeds of Qualifying APM Securities, except that on or after the Final Maturity Date or an Acceleration Date, MetLife, Inc. may pay any accrued and unpaid interest without regard to the source of funds.
		Additionally, during any Optional Deferral Period the restrictions on payment by MetLife, Inc. and its subsidiaries of dividends and other distributions on capital stock and certain other securities described below in this summary under “— Payment Restrictions” will apply. An Event of Default will occur if non-payment of interest, whether due to an Optional Deferral, the continuation of a Trigger Period or otherwise, continues for ten consecutive years or extends beyond the Final Maturity Date without all accrued and unpaid interest (including Compounded Interest, to the extent permitted by applicable law) having been paid in full.
		Upon the termination of any Optional Deferral Period and the payment of all amounts then due, MetLife, Inc. may commence a new Optional Deferral Period, subject to the above requirements. There is no limit to the number of such new Optional Deferral Periods that MetLife, Inc. may begin. See “Description of the Junior Subordinated Debentures — Optional Deferral.”
Trigger Event		A “Trigger Event” will have occurred if one or more of the following conditions exists as of the date which is 30 days prior to any Interest Payment Date:
		• MetLife, Inc.’s Covered Insurance Subsidiaries fail to meet the capital adequacy level, or
		• MetLife, Inc. fails to meet the net income and stockholders’ equity levels,
		both as described under “Description of the Junior Subordinated Debentures — Trigger Event.” The Junior Subordinated Indenture provides that, if a Trigger Event has occurred and the related Trigger Period is continuing as of the 30th day prior to an Interest Payment Date (and regardless of whether a notice of an Optional Deferral has been delivered), the Alternative Payment Mechanism described in this summary under “— Alternative Payment Mechanism” will apply.
		Any interest that has accrued and is unpaid during a period when a Trigger Event has occurred and is continuing (a “Trigger Period”) will

		continue to accrue and compound semi-annually or quarterly, as applicable, to the extent permitted by applicable law, at the rate of interest applicable to the Junior Subordinated Debentures, and the restriction on payment by MetLife, Inc. and its subsidiaries of dividends and other distributions on capital stock and certain other securities described below in this summary under “— Payment Restrictions” will apply.
		For more information, see “Description of the Junior Subordinated Debentures — Trigger Event” and “Description of the Junior Subordinated Debentures — Consequences of a Trigger Event.”
Alternative Payment Mechanism		The provisions described under this sub-caption are referred to as the “Alternative Payment Mechanism.”
		If MetLife, Inc. has optionally deferred interest payments otherwise due on the Junior Subordinated Debentures for more than five consecutive years, or if a Trigger Event has occurred and the related Trigger Period is continuing as of the 30th day prior to an Interest Payment Date (regardless of whether a Notice of Optional Deferral has been delivered), MetLife, Inc. may satisfy its obligation to pay interest on the Junior Subordinated Debentures only to the extent of net proceeds from the sale of Qualifying APM Securities received by MetLife, Inc. during the 180 days prior to the relevant Interest Payment Date. If MetLife, Inc. has optionally deferred interest payments otherwise due on the Junior Subordinated Debentures for more than five consecutive years, or if a Trigger Event has occurred, MetLife, Inc. must sell shares of its common stock, the sale of which will provide sufficient cash proceeds to pay any amount due to the holders of the Junior Subordinated Debentures in satisfaction of all accrued and unpaid interest, together with any Compounded Interest, to the extent permitted by law (unless such interest has been paid (or is being paid) from the sale of Qualifying Warrants). MetLife, Inc.’s obligation to sell common stock to satisfy its obligation to pay interest is subject to Market Disruption Events, described under “Description of the Junior Subordinated Debentures — Market Disruption Events,” does not apply to interest that has accrued during an Optional Deferral Period of less than five years, and does not apply on or after the Final Maturity Date or an Acceleration Date. The obligations described above will continue until all unpaid interest has been paid in full or, if such obligations have arisen only because a Trigger Event has occurred and the related Trigger Period is continuing, until such Trigger Period is no longer continuing and all interest that accrued during such Trigger Period has been paid in full. The net proceeds received by MetLife, Inc. from the issuance of common stock or Qualifying Warrants (i) during the 180 days prior to any Interest Payment Date on which it is required to use the Alternative Payment Mechanism and (ii) designated by it at or before the time of such issuance as available to pay interest on the Junior Subordinated Debentures will, at the time such proceeds are delivered to the Junior Subordinated Trustee to satisfy the relevant interest payment, be deemed to satisfy MetLife, Inc.’s obligations to pay interest on the Junior Subordinated Debentures pursuant to the Alternative Payment Mechanism.

		The sale of Qualifying Warrants to pay deferred interest, subject to the restrictions and requirements set forth herein, is an option that may be exercised at MetLife, Inc.’s sole discretion, subject to the restrictions and requirements described under “Description of Junior Subordinated Debentures — Alternative Payment Mechanism,” and MetLife, Inc. will under no circumstances be obligated to sell Qualifying Warrants or to apply the proceeds of any such sale to pay deferred interest on the Junior Subordinated Debentures. No class of investors of MetLife, Inc.’s securities, or any other party, may require MetLife, Inc. to issue Qualifying Warrants.
		For more information, see “Description of the Junior Subordinated Debentures — Alternative Payment Mechanism.”
Payment Restrictions		On any date on which accrued interest through the most recent Interest Payment Date has not been paid in full, whether because of an Optional Deferral or a Trigger Event and on any other date that occurs after MetLife, Inc. gives notice of its election to defer interest and continuing through the first day of the related deferral period, MetLife, Inc., subject to certain exceptions detailed under “Description of the Junior Subordinated Debentures — Certain Restrictions During Optional Deferral Periods or Following a Trigger Event,” will not, and will not permit any of its subsidiaries to:
		• declare or pay any dividends on, make any distribution with respect to, or redeem, purchase, acquire or make a liquidation payment with respect to, any shares of MetLife, Inc.’s capital stock; or
		• make any payment of principal or premium, if any, or interest on, or repay, purchase or redeem, any debt securities issued by MetLife, Inc. or make any guarantee payments under any guarantees given by MetLife, Inc., in each case that rank equally with the Junior Subordinated Debentures upon MetLife, Inc.’s liquidation (“Parity Securities”) or that rank junior to the Junior Subordinated Debentures upon MetLife, Inc.’s liquidation, other than certain permitted payments described under “Description of the Junior Subordinated Debentures — Certain Restrictions During Optional Deferral Periods or Following a Trigger Event.”
		Additionally, if a Trigger Event occurs, MetLife, Inc. will not, and will not permit any of its subsidiaries, to purchase any shares of MetLife, Inc.’s common stock until at least one year after all deferred interest on the Junior Subordinated Debentures has been paid, other than the following: (a) purchases, redemptions or other acquisitions of common stock in connection with any employment contract, benefit plan or other similar arrangement with or for the benefit of employees, officers, directors or consultants and (b) purchases of common stock pursuant to a contractually binding requirement to buy shares of common stock entered into prior to the beginning of the related deferral period, including under a contractually binding share repurchase plan.
Subordination		The payment by MetLife, Inc. of principal of and interest on the Junior Subordinated Debentures, to the extent provided in the Junior Subordinated Indenture, will be subordinated to the prior payment in full of all of MetLife, Inc.’s present and future Senior Indebtedness, as

		defined in “Description of the Junior Subordinated Debentures — Subordination.” Senior Indebtedness will not include (1) indebtedness incurred for the purchase of goods or materials or for services obtained in the ordinary course of business (i.e., trade accounts payable), which will rank equally in right of payment and upon liquidation with the Junior Subordinated Debentures, (2) indebtedness which by its terms ranks equally with or subordinated to the Junior Subordinated Debentures in right of payment or upon liquidation, (3) indebtedness owed by MetLife, Inc. to its subsidiaries, which also will rank equally in right of payment and upon liquidation with the Junior Subordinated Debentures, and (4) any liability for federal, state, local or other taxes owed or owing by MetLife, Inc. or by its subsidiaries. In addition, the rights of the holders of the Junior Subordinated Debentures will be structurally subordinated to all existing and future obligations of MetLife, Inc.’s subsidiaries. Each of (i) MetLife, Inc.’s obligations under the Financing Agreement relating to the 9.250% Fixed-to-Floating-Rate Exchangeable Surplus Trust Securities of MetLife Capital Trust X (the “9.250% X-SURPS”) and, upon an exchange of the 9.250% X-SURPS, the related 9.250% Fixed-to-Floating Rate Junior Subordinated Debentures due 2068 of MetLife, Inc., (ii) MetLife, Inc.’s obligations under the Financing Agreement relating to the 7.875% Fixed-to-Floating-Rate Exchangeable Surplus Trust Securities of MetLife Capital Trust IV (the “7.875% X-SURPS”) and, upon an exchange of the 7.875% X-SURPS, the related 7.875% Fixed-to-Floating Rate Junior Subordinated Debentures due 2067 of MetLife, Inc. and (iii) MetLife, Inc.’s 6.40% Fixed-to-Floating Rate Junior Subordinated Debentures due 2066 shall rank equally with, and shall not be senior in right of payment to, the Junior Subordinated Debentures.
		The Junior Subordinated Indenture places no limitation on the amount of additional Senior Indebtedness that MetLife, Inc. may incur. As of March 31, 2009, MetLife, Inc. had $13.1 billion of Senior Indebtedness outstanding at the parent company level and its subsidiaries had total liabilities of $453.1 billion, which will be structurally senior to the Junior Subordinated Debentures.
		MetLife, Inc. expects from time to time to incur additional Senior Indebtedness.
Limitation on Claims in the Event of MetLife, Inc.’s Bankruptcy, Insolvency or Receivership		In certain events of MetLife, Inc.’s bankruptcy, insolvency or receivership (whether voluntary or involuntary) prior to the maturity or redemption of any Junior Subordinated Debentures, a holder of Junior Subordinated Debentures will have no claim for, and thus no right to receive, interest that is unpaid as a result of certain consequences of a Trigger Event (including Compounded Interest thereon) and has not been settled through the application of the Alternative Payment Mechanism to the extent the amount of such interest exceeds 25% of the then outstanding principal amount of the Junior Subordinated Debentures. For the avoidance of doubt, this limitation on claims for unpaid interest does not apply to amounts of interest deferred on an

		optional basis, and holders will have a full claim for, and right to receive, such amounts.
Events of Default		The Junior Subordinated Indenture will provide the following Events of Default with respect to the Junior Subordinated Debentures:
		• the failure to pay interest (including Compounded Interest) in full, whether due to an Optional Deferral, during a Trigger Period or otherwise, after the conclusion of a period of ten consecutive years following the commencement of any deferral period or on the Final Maturity Date;
		• default in the payment of the principal of, and premium, if any, on, the Junior Subordinated Debentures when due; or
		• certain events of bankruptcy, insolvency, or receivership with respect to MetLife, Inc., whether voluntary or not.
		The Junior Subordinated Indenture does not include as an Event of Default failure to comply with covenants, including the Alternative Payment Mechanism.
Use of Proceeds		We estimate that the net proceeds from the sale of the Junior Subordinated Debentures will be approximately $       , after deducting the underwriting discounts and commissions and the estimated offering expenses payable by us. We expect to use the net proceeds from the sale of the Junior Subordinated Debentures for general corporate purposes.
Anticipated Ratings		Moody’s Investors Service, Inc. (“Moody’s”): Baa1.
		Standard & Poor’s Ratings Services, a Standard & Poor’s Financial Services LLC business (“Standard & Poor’s”): BBB.
		Fitch Ratings, Inc. (“Fitch”): A-
		An explanation of the significance of ratings may be obtained from the rating agencies. Generally, rating agencies base their ratings on such material and information, and such of their own investigations, studies and assumptions, as they deem appropriate. The rating of the Junior Subordinated Debentures should be evaluated independently from similar ratings of other securities. A credit rating of a security is not a recommendation to buy, sell or hold securities and may be subject to review, revision, suspension, reduction or withdrawal at any time by the assigning rating agency.
Material United States Federal Income Tax Considerations		There is no statutory, judicial or administrative authority that directly addresses the U.S. federal income tax treatment of securities similar to the Junior Subordinated Debentures. Based on, among other things, certain assumptions and certain representations made by MetLife, Inc., Debevoise & Plimpton LLP, MetLife, Inc.’s special tax counsel, will render its opinion generally to the effect that, although the matter is not free from doubt, under then applicable law the Junior Subordinated Debentures will be treated as indebtedness for U.S. federal income tax purposes. Such opinion is not binding on the Internal Revenue Service (“IRS”) or any court and there can be no assurance that the IRS or a court will agree with such opinion. MetLife, Inc.

		agrees, and by acquiring a beneficial interest in the Junior Subordinated Debentures each beneficial owner of the Junior Subordinated Debentures agrees, to treat the Junior Subordinated Debentures as indebtedness for U.S. federal income tax purposes. See “Material United States Federal Income Tax Considerations.”
Form		The Junior Subordinated Debentures will be represented by one or more Global Securities registered in the name of Cede & Co., as nominee for The Depository Trust Company (“DTC”). Beneficial interests in the Junior Subordinated Debentures will be represented through book-entry accounts of financial institutions acting on behalf of beneficial owners as Direct and Indirect Participants in DTC. Investors may elect to hold interests in the global securities through either DTC (in the United States), or Clearstream Luxembourg or Euroclear if they are participants in those systems.
Risk Factors		Before investing in the Junior Subordinated Debentures you should consider the risk factors included in or incorporated by reference into this prospectus supplement and the accompanying prospectus.
Junior Subordinated Trustee		The Bank of New York Mellon Trust Company, N.A. (as successor to J.P. Morgan Trust Company, National Association).
Listing		The Junior Subordinated Debentures will not be listed on any securities exchange. Currently there is no trading market for the Junior Subordinated Debentures.
Governing Law		The State of New York.

 

Investment in the Junior Subordinated Debentures offered hereby will involve certain risks. You should read the Risk Factors set forth in the 2008 MetLife Form 10-K, which is incorporated by reference herein. Investors should note, however, that MetLife’s business, financial condition, results of operations and prospects may have changed since the date of the 2008 MetLife Form 10-K. Accordingly, you should review the information included in the Risk Factors set forth in the 2008 MetLife Form 10-K as such information has been modified and supplemented in documents subsequently filed by MetLife, Inc. with the SEC and incorporated by reference in this prospectus supplement and the accompanying prospectus, including the Risk Factors in the First Quarter MetLife Form 10-Q.

 

In consultation with your own financial and legal advisors, you should carefully consider the information included in this prospectus supplement and the accompanying prospectus together with the other information incorporated by reference in this prospectus supplement and the accompanying prospectus, before deciding whether an investment in the Junior Subordinated Debentures offered hereby is suitable for you. The Junior Subordinated Debentures offered hereby will not be an appropriate investment for you if you are not knowledgeable about significant features of the Junior Subordinated Debentures offered hereby or financial matters in general. You should not purchase any of the offered Junior Subordinated Debentures unless you understand, and know that you can bear, these investment risks.

 

Risks Relating to the Junior Subordinated Debentures

 

MetLife, Inc. may cause a deferral of interest payments on the Junior Subordinated Debentures for up to ten years.

 

Subject to certain limitations described under “Description of the Junior Subordinated Debentures — Optional Deferral,” which include that (i) no Event of Default has occurred and is continuing and (ii) no Trigger Event has occurred and the related Trigger Period is not continuing, MetLife, Inc. may cause one or more interest payments on the Junior Subordinated Debentures to be deferred at any time and from time to time for up to ten years. During the first five years of an Optional Deferral, MetLife, Inc. may pay deferred interest out of any source of funds. If interest remains unpaid after five consecutive years of Optional Deferral the Alternative Payment Mechanism described under “Description of the Junior Subordinated Debentures — Alternative Payment Mechanism” will apply, with the consequence, among others, that MetLife, Inc. must (except on or after the Final Maturity Date or an Acceleration Date) sell its common stock (unless such deferred interest has been paid (or is being paid) from the sale of Qualifying Warrants), except where a Market Disruption Event has occurred and for so long as it continues, as described under “Description of the Junior Subordinated Debentures — Alternative Payment Mechanism” and may pay such optionally deferred interest only out of the net proceeds from the issuance of common stock or Qualifying Warrants. An Event of Default will occur if non-payment of interest, due to an Optional Deferral, during a Trigger Period or otherwise, continues for ten consecutive years or extends beyond the Maturity Date, without all accrued and unpaid interest (including Compounded Interest) having been paid in full. Upon termination of any Optional Deferral Period and the payment of all amounts then due, MetLife, Inc. may commence a new Optional Deferral Period, subject to certain requirements. There is no limit to the number of such new Optional Deferral Periods that MetLife, Inc. may begin. See “Description of the Junior Subordinated Debentures — Optional Deferral.” Holders of the Junior Subordinated Debentures will be subject to the risk that they will not receive payments under the Junior Subordinated Debentures because MetLife, Inc. will not be able to make its payment under the Junior Subordinated Debentures following an Optional Deferral, or that such payments, if made, will not adequately compensate such holders for not having been paid on the scheduled Interest Payment Dates.

 

If MetLife, Inc. fails to achieve specified capital adequacy or net income and stockholders’ equity levels or if an Optional Deferral lasts for more than five years, MetLife, Inc. will be permitted to pay interest on the Junior Subordinated Debentures only with proceeds from the issuance of Qualifying APM Securities.

 

If MetLife, Inc. fails to achieve specified capital adequacy or net income and stockholders’ equity levels, a Trigger Event will occur. Following the occurrence of a Trigger Event or an Optional Deferral of more than five

years, MetLife, Inc. will only be able to make interest payments in respect of the Junior Subordinated Debentures in accordance with the Alternative Payment Mechanism, as described under “Description of the Junior Subordinated Debentures — Alternative Payment Mechanism.”

 

MetLife, Inc. may not be able to sell its common stock or Qualifying Warrants when and in the amount necessary to pay interest on the Junior Subordinated Debentures.

 

MetLife, Inc.’s ability to raise proceeds by issuing its common stock or Qualifying Warrants after five years of Optional Deferral or following the occurrence of a Trigger Event will depend on, among other things, market conditions at the time, the acceptability to prospective investors of the terms of the securities issued, MetLife, Inc.’s financial performance and a variety of other factors beyond its control, including its ability to obtain any required consents or approvals, such as any corporate, stockholder, governmental or regulatory authorization that may be required. Accordingly, there could be circumstances in which MetLife, Inc. would wish to or be required to pay interest on the Junior Subordinated Debentures and sufficient cash is available for that purpose, but MetLife, Inc. cannot do so because it has not been able to obtain proceeds from sales of its common stock or Qualifying Warrants sufficient for that purpose. MetLife, Inc. will not be obligated to satisfy its obligation to pay all unpaid interest on the Junior Subordinated Debentures by selling common stock in excess of its Shares Available for Issuance (as defined in this prospectus supplement) when the Alternative Payment Mechanism applies or if a Market Disruption Event has occurred and for so long as it continues, as described under “Description of the Junior Subordinated Debentures — Alternative Payment Mechanism.” Additionally, if the number of shares of MetLife, Inc. common stock necessary to raise sufficient proceeds to pay all unpaid interest would exceed its Shares Available for Issuance and consent of MetLife, Inc. stockholders to increase the amount of its authorized shares has not been obtained (MetLife, Inc. having used commercially reasonable efforts to obtain such consent) then no breach of MetLife’s obligations under the Alternative Payment Mechanism will occur by reason of its failure to sell its common stock or to raise sufficient proceeds to satisfy its obligation to pay unpaid interest.

 

Holders of the Junior Subordinated Debentures will have limited rights to accelerate payments of the amounts due on the Junior Subordinated Debentures.

 

Holders of the Junior Subordinated Debentures may accelerate payment of the Junior Subordinated Debentures only upon the occurrence and continuation of the following events:

 

 

MetLife, Inc.’s failure to comply with, or breach of, its other covenants in the Junior Subordinated Indenture with respect to the Junior Subordinated Debentures (an “Other Covenant Default”), including the covenants to sell common stock through the Alternative Payment Mechanism to meet certain interest payment obligations, and to use its commercially reasonable efforts to seek consent of its stockholders to increase the number of authorized shares of its common stock if, at any date, MetLife, Inc.’s Shares Available for Issuance fall below the amount specified under “Description of the Junior Subordinated Debentures — Alternative Payment Mechanism,” will not result in the acceleration of payment of the Junior Subordinated Debentures.

 

The aftermarket price of the Junior Subordinated Debentures may be discounted significantly if an Optional Deferral occurs or MetLife, Inc. is unable to pay interest on the Junior Subordinated Debentures.

 

If MetLife, Inc. defers interest payments on the Junior Subordinated Debentures due to an Optional Deferral or a Trigger Event, holders of the Junior Subordinated Debentures may be unable to sell the Junior Subordinated

Debentures at a price that reflects the value of deferred amounts. To the extent a trading market develops for the Junior Subordinated Debentures, that market may not continue during such a deferral period or following a Trigger Event, or during periods in which investors perceive that there is a likelihood of a deferral or a Trigger Event, and holders may be unable to sell Junior Subordinated Debentures at those times, either at a price that reflects the value of required payments under the Junior Subordinated Debentures or at all.

 

An active aftermarket for the Junior Subordinated Debentures may not develop.

 

The Junior Subordinated Debentures will constitute a new issue of securities with no established trading market. MetLife, Inc. cannot assure holders that an active aftermarket for the Junior Subordinated Debentures will develop or be sustained or that holders of the Junior Subordinated Debentures will be able to sell their Junior Subordinated Debentures at favorable prices or at all. No assurance can be given as to the liquidity of, or trading markets for, the Junior Subordinated Debentures. The Junior Subordinated Debentures will not be listed on any securities exchange or quoted in an automated dealer quotation system.

 

As a holding company, MetLife, Inc. depends on the ability of its subsidiaries to transfer funds to it to pay dividends and meet its obligations.

 

MetLife, Inc. is a holding company for its insurance and other subsidiaries and does not have any significant operations of its own. Dividends from its subsidiaries and permitted payments to it under its tax sharing arrangements with its subsidiaries are its principal sources of cash to meet its obligations and to pay preferred and common dividends. In the event that MetLife, Inc. is not able to receive sufficient dividends from its subsidiaries, it would make it more likely that the option to defer interest payments on the Junior Subordinated Debentures would be exercised and/or that a Trigger Event would occur.

 

The payment of dividends and other distributions to MetLife, Inc. by its insurance subsidiaries is regulated by insurance laws and regulations. In general, dividends in excess of prescribed limits are deemed “special” and require insurance regulatory approval. In addition, insurance regulators may prohibit the payment of ordinary dividends or other payments by its insurance subsidiaries to MetLife, Inc. if they determine that the payment could be adverse to policyholders or contractholders of such insurance subsidiaries.

 

Any payment of interest, dividends, distributions, loans or advances by its foreign subsidiaries to MetLife, Inc. could be subject to taxation or other restrictions on dividends or repatriation of earnings under applicable law, monetary transfer restrictions and foreign currency exchange regulations in the jurisdiction in which such foreign subsidiaries operate.

 

MetLife, Inc. may cause the redemption of the Junior Subordinated Debentures prior to the Maturity Date and holders may not be able to reinvest in a comparable security.

 

MetLife, Inc. will have the option to redeem the Junior Subordinated Debentures for cash, in whole or in part, at any time on or after     , 2034 at the redemption price equal to 100% of the principal amount of the Junior Subordinated Debentures to be redeemed, plus accrued and unpaid interest, together with any Compounded Interest, thereon, to the extent permitted by law, to, but excluding, such Redemption Date (the “Par Redemption Amount”); provided that if the Junior Subordinated Debentures are not redeemed in whole, at least $50 million aggregate principal amount of the Junior Subordinated Debentures (excluding any Junior Subordinated Debentures held by MetLife, Inc. or its affiliates) must remain outstanding after giving effect to such redemption.

 

Additionally, in cases not involving a Tax Event or Rating Agency Event, MetLife, Inc. will have the option to redeem the Junior Subordinated Debentures for cash, in whole or in part, at any time prior to     , 2034 at a redemption price equal to the greater of (i) the Par Redemption Amount and (ii) the Make-Whole Redemption Amount as described herein; provided that if the Junior Subordinated Debentures are not redeemed in whole, at least $50 million aggregate principal amount of the Junior Subordinated Debentures (excluding any Junior Subordinated Debentures held by MetLife, Inc. or any of its affiliates) must remain outstanding after giving effect to such redemption.

Finally, if a Tax Event or Rating Agency Event has occurred, MetLife, Inc. has the option to redeem the Junior Subordinated Debentures for cash, in whole, but not in part, at any time prior to     , 2034 at a redemption price equal to the greater of (i) the Par Redemption Amount of the Junior Subordinated Debentures to be redeemed and (ii) the Special Event Make-Whole Redemption Amount as described herein. See “Description of the Junior Subordinated Debentures — Optional Redemption.”

 

In the event MetLife, Inc. chooses to cause redemption of the Junior Subordinated Debentures, holders may not be able to reinvest the redemption proceeds in a comparable security at an effective interest rate as high as the interest rate on the Junior Subordinated Debentures.

 

The Junior Subordinated Debentures will be effectively subordinated to almost all of MetLife, Inc.’s other indebtedness.

 

MetLife, Inc.’s obligations under the Junior Subordinated Debentures will be subordinated and junior in right of payment to all of its Senior Indebtedness (including trust preferred securities of statutory trusts and its related subordinated debentures and guarantees issued under the Junior Subordinated Indenture), except any indebtedness that by its terms is subordinated to, or ranks on an equal basis with, the Junior Subordinated Debentures and certain other indebtedness, including indebtedness incurred in the ordinary course of business. This means that MetLife, Inc. will not be able to make any payments on the Junior Subordinated Debentures if it defaults on a payment of Senior Indebtedness and does not cure the default within the applicable grace period, if the holders of the Senior Indebtedness have the right to accelerate the maturity of the Senior Indebtedness and request that MetLife, Inc. cease payments on the Junior Subordinated Debentures or if the terms of its Senior Indebtedness otherwise restrict MetLife, Inc. from making payments to junior creditors.

 

As of March 31, 2009, MetLife, Inc. had approximately $13.1 billion of debt outstanding at the parent company level and its subsidiaries had outstanding $453.1 billion of total liabilities (including liabilities to policyholders and contractholders, including $11.8 billion of debt (excluding in each case, intercompany liabilities)), $464.9 billion of which would be senior in priority to the Junior Subordinated Debentures.

 

Due to the subordination provisions described under “Description of the Junior Subordinated Debentures — Subordination,” in the event of MetLife, Inc.’s insolvency, funds which MetLife, Inc. would otherwise use to pay the holders of the Junior Subordinated Debentures would be used to pay the holders of Senior Indebtedness to the extent necessary to pay the Senior Indebtedness in full. As a result of those payments, MetLife, Inc.’s general creditors may recover less, ratably, than the holders of its Senior Indebtedness and these general creditors may recover more, ratably, than the holders of the Junior Subordinated Debentures. In addition, the holders of MetLife, Inc.’s Senior Indebtedness may, under certain circumstances, restrict or prohibit MetLife, Inc. from making payments on the Junior Subordinated Debentures.

 

There will be no terms in the Junior Subordinated Indenture or the Junior Subordinated Debentures that limit MetLife, Inc.’s ability to incur additional indebtedness, and MetLife, Inc. expects from time to time to incur additional indebtedness constituting Senior Indebtedness.

 

Upon the occurrence of a bankruptcy, insolvency or receivership with respect to MetLife, Inc., claims for payment may be limited.

 

In certain events of MetLife, Inc.’s bankruptcy, insolvency or receivership prior to the maturity or redemption of the Junior Subordinated Debentures, whether voluntary or not, a holder of Junior Subordinated Debentures will have no claim for interest that is unpaid as a result of certain consequences of a Trigger Event (including Compounded Interest thereon, to the extent permitted by law) and has not been settled through the application of the Alternative Payment Mechanism to the extent the amount of such interest exceeds 25% of the then outstanding principal amount of such holder’s Junior Subordinated Debentures. See “Description of the Junior Subordinated Debentures — Limitation on Claims in the Event of MetLife, Inc.’s Bankruptcy, Insolvency or Receivership.” For the avoidance of doubt, this limitation on claims for unpaid interest will not apply to amounts of interest deferred on an optional basis, and holders will have a full claim for, and right to receive, such amounts.

In the event that the Junior Subordinated Debentures are not repaid or otherwise redeemed on the Scheduled Redemption Date, the Junior Subordinated Debentures will accrue interest at a floating rate, which may decline below the fixed rate specified herein from time to time.

 

If, at the conclusion of the fixed rate period, the Junior Subordinated Debentures are not repaid or otherwise redeemed on the Scheduled Redemption Date, the Junior Subordinated Debentures will begin to accrue interest at a floating rate. The floating rate may be volatile over time and could be substantially less than the fixed rate, which could reduce the value of the Junior Subordinated Debentures in any available aftermarket, apart from the reduction in current interest income.

 

MetLife, Inc.’s Replacement Capital Obligation is subject to the issuance of Qualifying Capital Securities.

 

MetLife, Inc.’s obligation to repay the Junior Subordinated Debentures on the Scheduled Redemption Date is limited. MetLife, Inc. will be required to repay the Junior Subordinated Debentures on the Scheduled Redemption Date only to the extent that it has raised sufficient net proceeds during the related QCS Proceeds Collection Period from the issuance of Qualifying Capital Securities permitted to be issued pursuant to the Replacement Capital Covenant as described under “Description of the Junior Subordinated Debentures — Repayment of Principal; Replacement Capital Obligation” and “Description of the Replacement Capital Covenant” (the “Replacement Capital Obligation”). If MetLife, Inc. has not raised sufficient proceeds from the issuance of Qualifying Capital Securities to permit repayment of the Junior Subordinated Debentures on the Scheduled Redemption Date, the unpaid amount will remain outstanding until (i) MetLife, Inc. has redeemed the Junior Subordinated Debentures in full in accordance with this requirement, (ii) the Junior Subordinated Debentures are otherwise paid in full on the Final Maturity Date, or (iii) upon the occurrence of an Event of Default resulting in the acceleration of the Junior Subordinated Debentures. MetLife, Inc.’s ability to raise proceeds in connection with the Replacement Capital Obligation to repay the Junior Subordinated Debentures will depend on, among other things, market conditions at the time the obligation arises, as well as the acceptability to prospective investors of the terms of the Qualifying Capital Securities. Although MetLife, Inc. has agreed to use Commercially Reasonable Efforts to raise sufficient net proceeds during the applicable QCS Proceeds Collection Period from the issuance of Qualifying Capital Securities to repay the Junior Subordinated Debentures on the Scheduled Redemption Date (or, if MetLife, Inc. has not raised sufficient net proceeds during such QCS Proceeds Collection Period, on the next Interest Payment Date, and on each Interest Payment Date thereafter, until the Junior Subordinated Debentures are paid in full), its failure to do so would not be an Event of Default giving rise to a right of acceleration or similar remedy until     , 2069, and MetLife, Inc. will be excused from raising such proceeds if certain Market Disruption Events occur.

 

Moreover, MetLife, Inc. is entering into a Replacement Capital Covenant for the benefit of holders of a designated series of its indebtedness that ranks senior to the Junior Subordinated Debentures (which will initially be MetLife, Inc.’s 5.70% Senior Notes due 2035), pursuant to which it will covenant that MetLife, Inc. will not repay, redeem or purchase, and will cause its subsidiaries not to repay, redeem or purchase, as applicable, the Junior Subordinated Debentures on or before     , 2059, unless during the applicable Measurement Period MetLife, Inc. or its subsidiaries have received sufficient proceeds from the sale of certain Replacement Capital Securities described herein. Although under the Replacement Capital Covenant, the principal amount of Junior Subordinated Debentures that MetLife, Inc. may repay may be based on the net proceeds from certain issuances of Replacement Capital Securities other than the Qualifying Capital Securities, under the Junior Subordinated Indenture, MetLife, Inc. has no obligation to issue any securities that may satisfy its obligation under the Replacement Capital Obligation other than Qualifying Capital Securities, nor does it have any obligation to use the proceeds of the issuance of any securities other than Qualifying Capital Securities, to repay the Junior Subordinated Debentures on the Scheduled Redemption Date or at any time thereafter pursuant to the Replacement Capital Obligation.

 

The Replacement Capital Covenant is not intended for the benefit of holders of the Junior Subordinated Debentures and may not be enforced by them, except that MetLife, Inc. will agree in the Junior Subordinated Indenture that it will not amend the Replacement Capital Covenant to impose additional restrictions on the type or amount of Qualifying Capital Securities that MetLife, Inc. may include for purposes of determining when repayment, redemption or purchase of the Junior Subordinated Debentures is permitted, except with the consent of the holders of a majority in aggregate principal amount of the Junior Subordinated Debentures.

General market conditions and unpredictable factors could adversely affect market prices for the Junior Subordinated Debentures.

 

There can be no assurance about the market prices for the Junior Subordinated Debentures. Several factors, many of which are beyond MetLife, Inc.’s control, will influence the market value of the Junior Subordinated Debentures. Factors that might influence the market value of the Junior Subordinated Debentures include, but are not limited to:

 

 

If the holders of the Junior Subordinated Debentures waive MetLife, Inc.’s covenants to mandatorily defer interest under certain circumstances or to pay certain deferred interest only with proceeds from the sale of its Qualifying APM Securities, MetLife, Inc.’s credit ratings may be negatively affected.

 

The Junior Subordinated Indenture contains covenants that require MetLife, Inc. to defer interest payments on the Junior Subordinated Debentures if a Trigger Event has occurred. The Junior Subordinated Indenture also contains covenants that require MetLife, Inc. to pay interest deferred as a result of a Trigger Event only through the Alternative Payment Mechanism with proceeds from the sale of its Qualifying APM Securities.

 

These covenants may be amended, and compliance with these covenants may be waived, with the consent of the holders of a majority in aggregate principal amount of the Junior Subordinated Debentures, and no holder of MetLife, Inc.’s Senior Indebtedness will have the right to enforce these covenants. Although, in the short term, holders of the Junior Subordinated Debentures may have an economic incentive to waive these covenants in order to receive current or Deferred Interest, if such covenants are waived and MetLife, Inc. pays interest during a period where it would otherwise be required to defer interest following a Trigger Event or to pay any such Deferred Interest, with funds received from any other source, its credit ratings could be negatively affected, which in turn may harm the market price for the Junior Subordinated Debentures and have an adverse effect on MetLife, Inc.’s business and financial condition.

 

There can be no assurance that the IRS or a court will agree with the characterization of the Junior Subordinated Debentures as indebtedness for U.S. federal income tax purposes.

 

There is no statutory, judicial or administrative authority that directly addresses the U.S. federal income tax treatment of securities similar to the Junior Subordinated Debentures. Thus, no assurance can be given that the IRS or a court will agree with the characterization of the Junior Subordinated Debentures as indebtedness for U.S. federal income tax purposes. If, contrary to the opinion of our special tax counsel, the Junior Subordinated Debentures were treated as equity for U.S. federal income tax purposes, payments of interest on the Junior Subordinated Debentures to Non-United States Holders would generally be subject to U.S. federal withholding tax imposed at a rate of 30% or such lower rate as might be provided for by an applicable income tax treaty. See “Material United States Federal Income Tax Considerations.”

 

If interest payments on the Junior Subordinated Debentures are deferred, holders of the Junior Subordinated Debentures will be required to recognize income for U.S. federal income tax purposes in advance of the receipt of cash attributable to such income.

 

If interest payments on the Junior Subordinated Debentures are deferred, the Junior Subordinated Debentures would be treated for U.S. federal income tax purposes as issued with original issue discount (“OID”) at the time of

such deferral, and all stated interest due after such deferral would be treated as OID. In such case, a United States Holder would be required to include such stated interest in income for such purposes as it accrues, regardless of such United States Holder’s regular method of accounting, using a constant yield method of accrual described in section 1272 of the U.S. Internal Revenue Code of 1986, as amended, before such United States Holder receives any payment attributable to such income, and would not separately report the actual cash payments of interest on the Junior Subordinated Debentures as taxable income. See “Material United States Federal Income Tax Considerations — United States Holders — Interest Income and Original Issue Discount.”

 

The Ratings on the Junior Subordinated Debentures Could Be Lowered.

 

MetLife, Inc. expects that Moody’s will assign a rating to the Junior Subordinated Debentures of Baa1, that Standard & Poor’s will assign a rating to the Junior Subordinated Debentures of BBB and that Fitch will assign a rating to the Junior Subordinated Debentures of A-. In addition, other rating agencies may assign credit ratings to the Junior Subordinated Debentures with or without any solicitation from MetLife, Inc. and without any provision of information from MetLife, Inc. Generally, rating agencies base their ratings on such material and information, and such of their own investigative studies and assumptions, as they deem appropriate. There is no assurance that any rating will apply for any given period of time or that a rating may not be adjusted or withdrawn. A downgrade or potential downgrade in these ratings, the assignment of a new rating that is lower than existing ratings, or a downgrade or potential downgrade in the ratings assigned to MetLife, Inc., its subsidiaries or any of its securities could adversely affect the price and liquidity of the Junior Subordinated Debentures.

 

Moreover, the rating methodologies for securities with features similar to the Junior Subordinated Debentures are still developing and the rating agencies may change their methodologies in the future. This may include, for example, the relationship between ratings assigned to an issuer’s senior securities and ratings assigned to securities with features similar to the Junior Subordinated Debentures, sometimes called “notching.” If the rating agencies were to change their practices for rating such securities in the future and the ratings of the Junior Subordinated Debentures were to be subsequently lowered, this may have a negative impact on the trading price of the Junior Subordinated Debentures. For example, Moody’s recently proposed changes to the ratings methodology of bank subordinated capital securities with features similar to the Junior Subordinated Debentures. It is unclear whether such proposed changes would apply to securities of MetLife, Inc. as a bank holding company or whether they may be extended to securities of insurance companies. If such ratings methodology change were to apply to the Junior Subordinated Debentures, the ratings of the Junior Subordinated Debentures could be negatively impacted.

 

The following selected financial data has been derived from MetLife, Inc.’s audited consolidated financial statements which have been updated due to the implementation of Statement of Financial Accounting Standards (“SFAS”) No. 160, Noncontrolling Interests in Consolidated Financial Statements — An Amendment of ARB No. 51 (“SFAS 160”) as described in Item 8.01 of the Current Report on Form 8-K, as filed with the SEC on June 12, 2009 (the “SFAS 160 Form 8-K”), as well as from the Consolidated Financial Statements and Financial Statement Schedules included within Item 8 of Part II of the 2008 MetLife Form 10-K, as updated by Exhibit 99.3 to the SFAS 160 Form 8-K, incorporated by reference into this prospectus supplement. The statement of income data for the years ended December 31, 2008, 2007 and 2006 and the balance sheet data at December 31, 2008 and 2007 have been derived from MetLife, Inc.’s audited financial statements included as Exhibit 99.3 to the SFAS 160 Form 8-K. The statement of income data for the years ended December 31, 2005 and 2004 and the balance sheet data at December 31, 2006, 2005 and 2004 have been derived from MetLife, Inc.’s audited financial statements not included herein. The selected financial data set forth below should be read in conjunction with and is qualified by reference to those financial statements and the related notes. The selected financial data set forth below should also be read in conjunction with “Management’s Discussion and Analysis of Financial Condition and Results of Operations” as included in the 2008 MetLife Form 10-K, portions of which have been updated by Exhibit 99.2 to the SFAS 160 Form 8-K. The selected consolidated financial data at and for the three months ended March 31, 2009 and 2008 have been derived from the unaudited interim condensed consolidated financial statements included in the First Quarter MetLife Form 10-Q incorporated by reference into this document. This selected financial data should be read in conjunction with and is qualified by reference to those financial statements and the related notes.

 

 

 

 

 

 

Real Estate

 

Income related to real estate sold or classified as held-for-sale is presented as discontinued operations. The following information presents the components of income from discontinued real estate operations:

 

		Three Months
		Ended March 31,				Years Ended December 31,
		2008				2008				2007				2006				2005				2004
		(In millions)
Investment income		$	1			$	6			$	21			$	243			$	405			$	658
Investment expense			(2	)			(3	)			(9	)			(151	)			(246	)			(392	)
Net investment gains (losses)			—				8				13				4,795				2,125				146
Total revenues			(1	)			11				25				4,887				2,284				412
Interest expense			—				—				—				—				—				13
Provision for income tax			(1	)			4				11				1,725				812				140
Income from discontinued operations, net of income tax		$	—			$	7			$	14			$	3,162			$	1,472			$	259

 

Operations

 

In the fourth quarter of 2008, MetLife, Inc. entered into an agreement to sell its wholly-owned subsidiary, Cova Corporation (“Cova”), the parent of Texas Life Insurance Company, to a third party to be completed in early 2009. In September 2008, MetLife, Inc. completed a tax-free split-off of its majority-owned subsidiary, Reinsurance Group of America, Incorporated (“RGA”). In September 2007, September 2005 and January 2005, MetLife, Inc. sold its MetLife Insurance Limited (“MetLife Australia”) annuities and pension businesses, P.T. Sejahtera (“MetLife Indonesia”) and SSRM Holdings, Inc. (“SSRM”), respectively. The assets, liabilities and operations of Cova, RGA, MetLife Australia, MetLife Indonesia and SSRM have been reclassified into discontinued operations for all years presented. The following tables present these discontinued operations:

 

		Three Months Ended March 31,								Years Ended December 31,
		2009				2008				2008				2007				2006				2005				2004
		(In millions)
Revenues		$	25			$	1,402			$	4,086			$	5,932			$	5,467			$	4,776			$	4,492
Expenses			19				1,371				3,915				5,640				5,179				4,609				4,286
Income before provision for income tax			6				31				171				292				288				167				206
Provision for income tax			2				11				57				101				99				60				74
Income from discontinued operations, net of income tax			4				20				114				191				189				107				132
Income from discontinued operations, net of income tax attributable to noncontrolling interests			—				15				94				141				137				109				107
Gain (loss) on sale of subsidiaries, net of income tax			32				—				(422	)			10				32				187				—
Income (loss) from discontinued operations, net of income tax available to MetLife, Inc.’s common shareholders		$	36			$	35			$	(214	)		$	342			$	358			$	403			$	239

 

		December 31,
		2008				2007				2006				2005				2004
		(In millions)
General account assets		$	946			$	22,866			$	21,918			$	20,150			$	16,852
Separate account assets			—				17				16				14				14
Total assets		$	946			$	22,883			$	21,934			$	20,164			$	16,866
Life and health policyholder liabilities (4)			721				15,780				15,557				15,109				12,210
Debt			—				528				307				401				425
Collateral financing arrangements			—				850				850				—				—
Junior subordinated debt securities			—				399				399				399				—
Shares subject to mandatory redemption			—				159				159				159				158
Other			27				1,411				1,329				995				1,083
Total liabilities		$	748			$	19,127			$	18,601			$	17,063			$	13,876

 

 

The following table sets forth MetLife’s historical ratio of earnings to fixed charges for the:

 

 

 

 

We estimate that the net proceeds from the sale of the Junior Subordinated Debentures will be approximately $     , after deducting the underwriting discounts and commissions and the estimated offering expenses payable by us. We expect to use the net proceeds from the sale of the Junior Subordinated Debentures for general corporate purposes.

 

The following table sets forth our consolidated capitalization at March 31, 2009, on an actual basis and as adjusted to give effect to this offering of Junior Subordinated Debentures:

 

 

 

 

The following summary describes the material terms and provisions of the Junior Subordinated Debentures. This description is qualified in its entirety by reference to the terms and provisions of the Junior Subordinated Indenture. The Junior Subordinated Indenture has been qualified as an indenture under the Trust Indenture Act of 1939 (the “Trust Indenture Act”). The terms of the Junior Subordinated Indenture are those provided in the Junior Subordinated Indenture and those made part of the Junior Subordinated Indenture by the Trust Indenture Act.

 

The following description of certain terms of the Junior Subordinated Debentures and certain provisions of the Junior Subordinated Indenture in this prospectus supplement supplements the description under “Description of Debt Securities” in the accompanying prospectus and, to the extent it is inconsistent with that description, replaces the description in the accompanying prospectus. This description is only a summary of the material terms and does not purport to be complete. We urge you to read the Junior Subordinated Indenture in its entirety because it, and not this description, will define your rights as a beneficial holder of the Junior Subordinated Debentures. We will file the Eighth Supplemental Indenture (as defined below) and the form of Junior Subordinated Debentures as exhibits to a Current Report on Form 8-K, which will be incorporated by reference in this prospectus supplement and the accompanying prospectus. You may also request copies of these documents from us at our address set forth under “Where You Can Find More Information” in this prospectus supplement. In this section, any references to “we,” “us” or “our” shall refer to MetLife, Inc. and not any of its subsidiaries.

 

General

 

The Junior Subordinated Debentures will be a series of subordinated debt securities described in the accompanying prospectus. MetLife, Inc. will initially issue $      aggregate principal amount of the Junior Subordinated Debentures. MetLife, Inc. may from time to time, without the consent of the holders of the Junior Subordinated Debentures, create further securities having the same terms and conditions as the previously issued Junior Subordinated Debentures in all respects (or in all respects except for the issue date, the date of the first payment of interest thereon, the initial interest accrual date and/or the issue price), so that such further issue shall be consolidated and form a single series with the outstanding Junior Subordinated Debentures, provided that such further securities are fungible with the outstanding Junior Subordinated Debentures for U.S. federal income tax purposes.

 

MetLife, Inc. will issue the Junior Subordinated Debentures under the Subordinated Indenture dated as of June 21, 2005 (the “Junior Subordinated Base Indenture”) between MetLife, Inc. and The Bank of New York Mellon Trust Company, N.A., as Trustee (as successor to J.P. Morgan Trust Company, National Association) (the “Junior Subordinated Trustee”), as supplemented by the Eighth Supplemental Indenture to be entered into between MetLife, Inc. and the Junior Subordinated Trustee at or before the issuance of the Junior Subordinated Debentures (as so supplemented, the “Junior Subordinated Indenture”).

 

The Junior Subordinated Debentures will be issued in denominations of $2,000 principal amount and integral multiples of $1,000.

 

The Junior Subordinated Debentures will not be subject to a sinking fund provision. The entire principal amount of the Junior Subordinated Debentures will mature and become due and payable, together with any accrued and unpaid interest thereon, including Compounded Interest (as defined under “— Optional Deferral”), if any, on     , 2069 (the “Final Maturity Date” and together with any earlier date on which the Junior Subordinated Debentures become due and payable, whether pursuant to a notice of redemption, acceleration or otherwise, the “Maturity Date”). However, MetLife, Inc. has agreed to repay the principal amount of the Junior Subordinated Debentures, together with accrued and unpaid interest, including Compounded Interest, if any, on     , 2039, or if that day is not a Business Day, on the next Business Day (the “Scheduled Redemption Date”), in the circumstances described below under “— Repayment of Principal; Replacement Capital Obligation.” The Junior Subordinated Trustee will act as paying agent for the Junior Subordinated Debentures.

Interest

 

Subject to the provisions relating to Optional Deferral and Trigger Events, as described below, interest on the Junior Subordinated Debentures will accrue:

 

 

The dates on which interest on the Junior Subordinated Debentures is payable are referred to in this prospectus supplement as “Interest Payment Dates;” provided, that the final Interest Payment Date in respect of the Junior Subordinated Debentures will be the Maturity Date. The period beginning on and including the issue date of the Junior Subordinated Debentures and ending on but excluding the first Interest Payment Date and each successive period beginning on and including an Interest Payment Date and ending on but excluding the immediately succeeding Interest Payment Date is referred to as an “Interest Period.”

 

Interest payments will include accrued interest from and including the later of the issue date and the last date in respect of which interest has been paid or duly provided for to, but excluding, the immediately succeeding Interest Payment Date or the Maturity Date, as the case may be. The amount of interest payable for any full Interest Period during the Fixed Rate Period will be computed on the basis of a 360-day year comprised of twelve 30-day months and during the Floating Rate Period on the basis of a 360-day year and the actual number of days elapsed. The amount of interest payable for any period shorter than a full Interest Period for which interest is computed will be computed on the basis of 30-day months and, for periods of less than a 30-day month, the actual number of days elapsed per 30-day month. In the event that any date on which interest is payable on the Junior Subordinated Debentures is not a Business Day, payment of the interest payable on such date will be made (i) with respect to Interest Payment Dates during the Fixed Rate Period, on the next succeeding day that is a Business Day without any interest or other payment in respect of any such delay, and (ii) with respect to Interest Payment Dates during the Floating Rate Period, on the next succeeding day that is a Business Day, unless such date falls in the next calendar month, in which case the preceding Business Day, except that if any of the Interest Payment Dates during the Floating Rate Period falls on a date fixed for redemption or repayment, and such day is not a Business Day, the interest payment due on that date will be postponed to the next day that is a Business Day without any interest or other payment in respect of any such delay in connection with such redemption or repayment. Subject to applicable law, interest not paid on any payment date will accrue and compound on each Interest Payment Date, at a rate per year equal to the then applicable rate of interest on the Junior Subordinated Debentures until paid.

 

For the purposes of calculating interest due on the Junior Subordinated Debentures after     , 2039 and on or prior to the Maturity Date:

 

 

 

Record Dates

 

For so long as the Junior Subordinated Debentures are represented by one or more Global Security certificates, interest in respect of each Junior Subordinated Debenture will be payable on each Interest Payment Date to the person in whose name the Junior Subordinated Debenture is registered at the close of business on the Business Day next preceding the Interest Payment Date, which shall be the “Record Date” for such Interest Payment Date; provided that interest payable on a Maturity Date will be paid to the person to whom principal is payable. In the event the Junior Subordinated Debentures at any time are not represented solely by one or more Global Security (as defined herein) certificates, MetLife, Inc. will have the right to select different Record Dates, which will be at least one Business Day before an Interest Payment Date. See “Book-Entry System.” Any interest installment not punctually paid or duly provided for shall forthwith cease to be payable to the registered holders of Junior Subordinated Debentures on such Record Date, and may be paid to the person in whose name the Junior Subordinated Debentures are registered at the close of business on a special record date to be fixed by the Junior Subordinated Trustee for the payment of such defaulted interest after MetLife, Inc. has deposited with the Junior Subordinated Trustee an amount of money equal to the aggregate amount proposed to be paid in respect of such defaulted interest, notice whereof shall be given to the registered holders of Junior Subordinated Debentures not less than ten days prior to such special record date, or may be paid at any time in any other lawful manner.

 

Optional Deferral

 

So long as (i) no Event of Default has occurred and is continuing and (ii) no Trigger Event has occurred and the related Trigger Period is not continuing, MetLife, Inc. may elect to defer one or more interest payments on the Junior Subordinated Debentures at any time and from time to time for up to ten years (which may include a combination of semi-annual and quarterly Interest Payment Dates), each of which is referred to in this prospectus supplement as an “Optional Deferral Period,” without giving rise to an Event of Default and acceleration under the Junior Subordinated Indenture; provided that no such Optional Deferral Period may end on a date other than an Interest Payment Date or extend beyond the Maturity Date. During the first five years of an Optional Deferral Period, MetLife, Inc. may pay deferred interest out of any source of funds. Interest deferred during an Optional Deferral Period will continue to accrue and compound on each Interest Payment Date, to the extent permitted by applicable law, at the then applicable interest rate on the Junior Subordinated Debentures. If interest remains unpaid after five years of an Optional Deferral Period, the Alternative Payment Mechanism described below under

“— Alternative Payment Mechanism” will apply, with the consequence, among others, that MetLife, Inc. must (except on the Final Maturity Date or upon the acceleration of the Junior Subordinated Debentures following an Event of Default (the “Acceleration Date”)) sell shares of its common stock (unless such interest has been (or is being) paid from the proceeds of Qualifying Warrants) to satisfy its obligation to pay interest on the Junior Subordinated Debentures. If such efforts are successful, MetLife, Inc. must pay optionally deferred interest out of the net proceeds from the sale of its common stock on the next succeeding Interest Payment Date following such five-year period. Following the fifth anniversary of any Optional Deferral Period MetLife, Inc. cannot pay such optionally deferred interest from sources other than the net proceeds from the sale of Qualifying APM Securities, except that on or after the Final Maturity Date or an Acceleration Date, MetLife, Inc. may pay any accrued and unpaid interest without regard to the source of funds. Any accrued and unpaid interest will in all events be due and payable on the Maturity Date, except for Foregone Interest (as defined herein) if certain events of bankruptcy, insolvency or receivership, whether voluntary or not, occur prior to the maturity or redemption of the Junior Subordinated Debentures. See “— Limitation on Claims in the Event of Bankruptcy, Insolvency or Receivership of MetLife, Inc.” MetLife, Inc.’s use of sources other than the net proceeds from the sale of Qualifying APM Securities to fund interest payments after the fifth year of an Optional Deferral Period would (except as otherwise provided above) be a breach of its obligations under the Junior Subordinated Debentures but would not be an Event of Default or result in acceleration under the Junior Subordinated Indenture. Additionally, during any Optional Deferral Period the restrictions on payment by MetLife, Inc. and its subsidiaries of dividends and other distributions on capital stock described below under “— Certain Restrictions During Optional Deferral Periods or Following a Trigger Event” will apply. An Event of Default will occur if non-payment of interest, due to an Optional Deferral, the continuation of a Trigger Period or otherwise, continues for ten consecutive years or extends beyond the Final Maturity Date, without all accrued and unpaid interest (including Compounded Interest) having been paid in full. Deferred interest will continue to accrue during deferral periods at the then-applicable interest rate on the Junior Subordinated Debentures, compounded on each Interest Payment Date, subject to applicable law.

 

If a Trigger Event occurs after commencement of an Optional Deferral Period, the Optional Deferral Period will be deemed suspended for so long as the related Trigger Period is continuing. Once the Trigger Period is no longer continuing, MetLife, Inc.’s right to optionally defer payment of interest will resume, subject to the limitations and consequences described herein. For example, if MetLife, Inc. has elected to defer interest payments on Interest Payment Dates for three years, and then a Trigger Event occurs and a Trigger Period caused thereby continues for an additional three years, the next Interest Payment Date after the Trigger Period is no longer continuing will be treated as an Interest Payment Date that is three years into an Optional Deferral Period.

 

MetLife, Inc. must provide a notice to the holders of the Junior Subordinated Debentures of its election to defer interest not more than 25 and not less than ten days prior to the relevant Interest Payment Date. However, MetLife, Inc.’s failure to pay interest on the Junior Subordinated Debentures on any Interest Payment Date will itself constitute the commencement of, and the election to commence, a deferral period unless MetLife, Inc. pays such interest within five Business Days after such Interest Payment Date, regardless of whether MetLife, Inc. provides a notice of deferral. A notice of Optional Deferral, once given, will be irrevocable and the deferral of payments on the related Interest Payment Date will be considered an Optional Deferral, unless a Trigger Event has occurred and the related Trigger Period is continuing as of the 30th day prior to such Interest Payment Date, in which case the provisions under the heading “— Consequences of a Trigger Event” will be applicable for all purposes. When an Optional Deferral Period ends and MetLife, Inc. has paid all accrued and unpaid interest on the Junior Subordinated Debentures, together with interest thereon, to the extent permitted by applicable law compounded on each Interest Payment Date, which is referred to in this prospectus supplement as “Compounded Interest,” MetLife, Inc. may begin a new Optional Deferral Period, subject to the terms described above. There is no limit on the number of Optional Deferral Periods that MetLife, Inc. may begin. Any deferral of interest on the Junior Subordinated Debentures by MetLife, Inc.’s election under this provision is referred to as an “Optional Deferral.” MetLife, Inc. has no present intent to exercise its right to optionally defer payments of interest on the Junior Subordinated Debentures.

 

Trigger Event

 

If a Trigger Event has occurred and the related Trigger Period is continuing as of the 30th day prior to an Interest Payment Date, and regardless of any notice of Optional Deferral that has been previously delivered,

MetLife, Inc. may pay interest on the Junior Subordinated Debentures (other than any interest that had accrued during an Optional Deferral Period of less than five years, which may continue to be deferred to the extent provided herein or be paid out of any source of funds) only to the extent that such interest is paid through the Alternative Payment Mechanism, as described below under “— Alternative Payment Mechanism” except that on or after the Final Maturity Date or an Acceleration Date, MetLife, Inc. may pay any accrued and unpaid interest without regard to the source of funds.

 

A “Trigger Event” will have occurred if one of the following conditions exists as of the date which is 30 days prior to any Interest Payment Date:

 

(i) the Covered Insurance Subsidiaries’ Risk-Based Capital Ratio is less than 175% of the “company action level” for such subsidiaries, in the case of each Covered Insurance Subsidiary based on the most recent annual financial statements for the year ended prior to such Interest Payment Date for which such subsidiary has filed its annual statement with the applicable state insurance commissioners (annual statements for a year are generally required to be filed on or before March 1st of the following year); or

 

(ii) (x) the Trailing Four Quarters Consolidated Net Income Amount, for the period ending on the last day of the quarter that is two quarters prior to the most recently completed quarter is zero or a negative amount, and (y) the Adjusted Stockholders’ Equity Amount, as of the last day of the most recently completed quarter and as of the end of the quarter that is two quarters before the most recently completed quarter, has declined by 10% or more as compared to the Adjusted Stockholders’ Equity Amount at the end of the quarter that is ten quarters prior to the most recently completed quarter (the “Benchmark Quarter”).

 

“Trigger Period” means a period commencing upon the occurrence of a Trigger Event and continuing until neither of the conditions in clauses (i) and (ii) above exists for an Interest Payment Date.

 

In addition, in the case of a Trigger Event described in clause (ii) above, such Trigger Period will continue until neither of the conditions in clauses (i) and (ii) above exists for an Interest Payment Date and its Adjusted Stockholders’ Equity Amount has increased, or has declined by less than 10%, in either case as compared to the Adjusted Stockholders’ Equity Amount at the end of the Benchmark Quarter for each Interest Payment Date as to which a Trigger Event had occurred under clause (ii) above.

 

For example, if the condition existed in clause (ii) above for three consecutive Interest Payment Dates, MetLife, Inc. would be able to make interest payments on the Junior Subordinated Debentures on the fourth Interest Payment Date only if, as of such Interest Payment Date: (1) the conditions in each of clauses (i) and (ii) above did not exist for that fourth Interest Payment Date and (2) its Adjusted Stockholders’ Equity Amount as of the last completed quarter for that Interest Payment Date had increased from, or was less than 10% below, its level at the end of the Benchmark Quarter for each of the prior three Interest Payment Dates for which a Trigger Event had occurred under clause (ii) above. In effect, MetLife, Inc.’s Adjusted Stockholders’ Equity Amount as of the most recently completed quarter for that Interest Payment Date would have to be greater than, or less than 10% below, its level as of the end of not only the tenth quarter, but also each of the eleventh, twelfth and thirteenth quarters, preceding the most recently completed quarter.

 

As used in this section:

 

“Adjusted Stockholders’ Equity Amount” means, as of any quarter end and subject to certain adjustments, MetLife, Inc.’s stockholders’ equity as reflected on its consolidated GAAP balance sheet as of such quarter end, minus accumulated other comprehensive income as reflected on such consolidated balance sheet.

 

“Covered Insurance Subsidiaries” means MetLife, Inc.’s largest U.S. Life Insurance Subsidiaries (in terms of general admitted assets) that collectively account for 80% or more of the general account admitted assets of all of its U.S. Life Insurance Subsidiaries.

 

“GAAP” means, at any date or for any period, accounting principles generally accepted in the United States as in effect on such date or for such period.

“U.S. Life Insurance Subsidiary” means any of MetLife, Inc.’s subsidiaries that is organized under the laws of any state in the United States and is licensed as a life insurance company in any state in the United States but does not include any subsidiary of a life insurance subsidiary.

 

“Risk-Based Capital Ratio” means the ratio that insurance companies are required to calculate and report to their regulators as of the end of each year in accordance with prescribed procedures. The ratio measures the relationship of the insurance companies’ “total adjusted capital” calculated in accordance with those prescribed procedures, relative to a standard that is determined based on the magnitude of various risks present in the insurers’ operations. For all Covered Insurance Subsidiaries, calculated on a combined basis, this ratio equals the sum of total adjusted capital amounts for Covered Insurance Subsidiaries divided by the sum of company action level amounts for those same subsidiaries. The NAIC’s model risk-based capital, or “RBC,” law sets forth the RBC levels, ranging from the “company action level” to the “mandatory control level,” at which certain corrective actions are required and at which a state insurance regulator is authorized and expected to take regulatory action.

 

The highest RBC level is known as the “company action level.” If an insurance company’s total adjusted capital is higher than the company action level, no corrective action is required to be taken. At progressively lower levels of total adjusted capital, an insurance company faces increasingly rigorous levels of corrective action, including the submission of a comprehensive financial plan to the insurance regulator in its state of domicile, a mandatory examination or analysis of the insurer’s business and operations by the regulator and the issuance of appropriate corrective orders to address the insurance company’s financial problems, and, at the lowest levels, either voluntary or mandatory action by the regulator to place the insurer under regulatory control. The company action level is twice the level (known as the “authorized control level”) below which the regulator is authorized (but not yet required) to place the insurance company under regulatory control.

 

“Trailing Four Quarters Consolidated Net Income Amount” means, for any fiscal quarter, the sum of MetLife, Inc.’s consolidated GAAP net income for the four fiscal quarters ending as of the last day of such fiscal quarter.

 

For purposes of these tests as determined as of March 31, 2009:

 

 

With the exception of statutory accounting terms such as “general account admitted assets” and terms that have specific insurance regulatory meanings such as “risk-based capital,” all financial terms used in this caption “— Trigger Event” will be determined in accordance with GAAP as applied to and reflected in the related financial statements of MetLife, Inc. as of the relevant dates, except as provided in the next sentence. If because of a change in GAAP that results in a cumulative effect of a change in accounting principle or a restatement, either:

 

 

If after the end of the Benchmark Quarter for an Interest Payment Date and before the end of the next quarter MetLife, Inc. issues a Material Amount of Equity Securities to fund an acquisition of a business or assets, with the

consequence that the Adjusted Stockholders’ Equity Amount as of the end of subsequent quarters is higher than otherwise would have been the case, then for purposes of making the calculation described in clause (ii)(y) in the definition of the term “Trigger Event” above, commencing with the quarter end after such issuance of a Material Amount of Equity Securities, the Adjusted Stockholders’ Equity Amount will be calculated on a pro forma basis without giving effect to the issuance of such a Material Amount of Equity Securities until the later of (x) the first quarter end that is more than ten quarters after the end of the Benchmark Quarter and (y) if a Trigger Event occurs before the quarter end determined pursuant to clause (x), the first quarter end as of which a Trigger Period is no longer continuing.

 

A “Material Amount of Equity Securities” means equity securities that result in an increase in the Adjusted Stockholders’ Equity Amount equal to or exceeding the greater of (i) 1.5% of MetLife, Inc.’s stockholders’ equity as of the end of the relevant Benchmark Quarter and (ii) $100 million, in each case calculated without giving effect to this paragraph.

 

If at any relevant time or any relevant period we are not a reporting company under the Exchange Act then for any such relevant dates and period we will prepare and post on our website the financial statement that we would have been required to file with the SEC had we continued to be a reporting company under the Exchange Act, in each case, on or before the dates that we would have been required to file such financial statements had we continued to be a “large accelerated filer” within the meaning of Rule 12b-2 under the Exchange Act.

 

Consequences of a Trigger Event

 

On any Interest Payment Date during the period commencing upon the occurrence of a Trigger Event and continuing until the related Trigger Period is no longer continuing (regardless of whether notice of an Optional Deferral has been delivered), MetLife, Inc. may satisfy its obligation to pay interest on the Junior Subordinated Debentures only to the extent of net proceeds from the sale of Qualifying APM Securities received by it during the 180 days prior to such Interest Payment Date, and MetLife, Inc. may not pay interest on any such Interest Payment Date (other than any interest that had accrued during an Optional Deferral Period of less than five years, which may continue to be deferred to the extent provided herein or be paid out of any source of funds) except to the extent of such net proceeds from the sale of Qualifying APM Securities, provided that on the Final Maturity Date and on the Acceleration Date, MetLife, Inc. may pay any accrued and unpaid interest without regard to the source of funds.

 

With respect to any Interest Payment Date, if a Trigger Event has occurred and the related Trigger Period is continuing as of the 30th day prior to such Interest Payment Date (regardless of whether a notice of Optional Deferral has been delivered), MetLife, Inc. will be required to satisfy its obligation to pay interest on the Junior Subordinated Debentures on such Interest Payment Date using the Alternative Payment Mechanism. MetLife, Inc.’s obligation to sell its common stock to satisfy its obligation to pay interest is subject to Market Disruption Events, does not apply to interest that has accrued during an Optional Deferral Period of less than five years, and does not apply on or after the Final Maturity Date or an Acceleration Date. See “— Alternative Payment Mechanism.” MetLife, Inc.’s use of other sources to fund interest payments during a Trigger Period would be a breach of its obligations under the Junior Subordinated Debentures but would not be an Event of Default or result in acceleration under the Junior Subordinated Indenture. Any interest that is accrued and unpaid during a Trigger Period will be deferred and will continue to accrue and compound on each Interest Payment Date, to the extent permitted by applicable law. An Event of Default will occur if non-payment of interest, due to a Trigger Event or otherwise, continues for ten consecutive years or extends beyond the Maturity Date, without all accrued and unpaid interest (including Compounded Interest) having been paid in full.

 

In the event that a Trigger Period is no longer continuing and at the termination of the Trigger Period there is no unpaid interest from an Optional Deferral Period that had continued for more than five consecutive years, MetLife, Inc. may pay subsequent interest in cash from any source of funds. However, any unpaid interest that accrued during the continuance of a Trigger Period, or an Optional Deferral Period that extended for more than five consecutive years, may only be satisfied using the Alternative Payment Mechanism, except that on or after the Final Maturity Date or an Acceleration Date, MetLife, Inc. may pay any accrued and unpaid interest without regard to the source of funds. Any accrued and unpaid interest will in all events be due and payable upon the Maturity Date, except for Foregone Interest if certain events of bankruptcy, insolvency or receivership with respect to MetLife, Inc., whether

voluntary or not, occur prior to the maturity or redemption of the Junior Subordinated Debentures. See “— Limitation on Claims in the Event of Bankruptcy, Insolvency or Receivership of MetLife, Inc.”

 

Not earlier than the 30th day nor later than the 15th day prior to each Interest Payment Date during a Trigger Period, MetLife, Inc. will give notice of the continuance of such Trigger Period to the Junior Subordinated Trustee and the holders of the Junior Subordinated Debentures. Such notice will, depending on which condition is relied upon in determining that a Trigger Event has occurred, set forth either (x) the Covered Insurance Subsidiaries’ Risk-Based Capital Ratio, or (y) the Trailing Four Quarters Consolidated Net Income Amounts and the Adjusted Stockholders’ Equity Amounts, as applicable, and the extent to which these amounts must increase in order for payments of interest from sources other than the Alternative Payment Mechanism to resume.

 

Certain Restrictions During Optional Deferral Periods or Following a Trigger Event

 

On any date on which accrued interest through the most recent Interest Payment Date has not been paid in full, whether because of an Optional Deferral or a Trigger Event and on any other date that occurs after MetLife, Inc. gives notice of its election to defer interest and continuing through the first day of the related deferral period, MetLife, Inc., subject to certain exceptions described below, will not, and will not permit any of its subsidiaries to:

 

 

 

 

The restrictions described above shall not apply to:

 

 

 

Additionally, if a Trigger Event occurs, MetLife, Inc. will not, and will not permit any of its subsidiaries, to purchase any shares of MetLife, Inc.’s common stock until at least one year after all deferred interest on the Junior Subordinated Debentures has been paid, other than the following: (a) purchases, redemptions or other acquisitions of common stock in connection with any employment contract, benefit plan or other similar arrangement with or for the benefit of employees, officers, directors or consultants; and (b) purchases of common stock pursuant to a contractually binding requirement to buy shares of common stock entered into prior to the beginning of the related deferral period, including under a contractually binding share repurchase plan.

 

Alternative Payment Mechanism

 

The method of funding the payment of accrued and unpaid interest described in this section is referred to in this prospectus supplement as the “Alternative Payment Mechanism.”

 

Subject to certain conditions and exceptions described below, if:

 

 

then MetLife, Inc. may satisfy its obligation to pay interest on the Junior Subordinated Debentures (i) in the case of an event described in the first bullet point above, on any subsequent Interest Payment Date and (ii) in the case of an event described in the second bullet point above, on such Interest Payment Date (in the case of clause (ii), other than any interest that has accrued during an Optional Deferral Period of less than five years, which may continue to be deferred to the extent provided herein or be paid out of any source of funds), only to the extent of net proceeds from the sale of Qualifying APM Securities received by MetLife, Inc. during the 180 days prior to such Interest Payment Date.

 

If a Trigger Period is no longer continuing and at the termination of the Trigger Period there is no unpaid interest from an Optional Deferral Period that had continued for more than five consecutive years, subsequent interest payments may be paid in cash from any source. However, any unpaid interest that accrued during the continuance of a Trigger Period, or an Optional Deferral Period that extended for more than five consecutive years, may only be satisfied using the Alternative Payment Mechanism except that on the Final Maturity Date and on the Acceleration Date, MetLife, Inc. may pay any accrued and unpaid interest without regard to the source of funds. Any accrued and unpaid interest will in all events be due and payable on the Maturity Date, except for Foregone Interest if certain events of bankruptcy, insolvency or receivership with respect to MetLife, Inc., whether voluntary or not, occur prior to the maturity or redemption of the Junior Subordinated Debentures. See “— Limitation on Claims in the Event of Bankruptcy, Insolvency or Receivership of MetLife, Inc.”

 

Additionally, subject to certain conditions and exceptions described below, if:

 

 

commencing immediately, MetLife, Inc. must sell shares of its common stock, the sale of which will provide sufficient cash proceeds to pay any amount due to the holders of the Junior Subordinated Debentures in satisfaction of all accrued and unpaid interest, together with any Compounded Interest, to the extent permitted by law (unless such interest has been paid (or is being paid) from the sale of Qualifying Warrants). MetLife, Inc.’s obligation to sell

its common stock to satisfy its obligation to pay interest is subject to Market Disruption Events, does not apply to interest that has accrued during an Optional Deferral Period of less than five years, and does not apply on or after the Final Maturity Date or an Acceleration Date.

 

The obligations described above will continue until all unpaid interest has been paid in full or, if such obligations have arisen only because a Trigger Event has occurred and the related Trigger Period is continuing, until such Trigger Period is no longer continuing and all interest that accrued during such Trigger Period has been paid in full.

 

The sale of Qualifying Warrants to pay deferred interest, subject to the restrictions and requirements set forth herein, is an option that may be exercised at MetLife, Inc.’s sole discretion, subject to such restrictions and requirements, and MetLife, Inc. will under no circumstances be obligated to sell Qualifying Warrants or to apply the proceeds of any such sale to pay deferred interest on the Junior Subordinated Debentures. No class of investors of MetLife, Inc.’s securities, or any other party, may require MetLife, Inc. to issue Qualifying Warrants.

 

The net proceeds (i) received by MetLife, Inc. from the sale of Qualifying APM Securities during the 180 days prior to any Interest Payment Date on which MetLife, Inc. is required to use the Alternative Payment Mechanism, and (ii) designated by MetLife, Inc. at or before the time of such sale as available to pay interest on the Junior Subordinated Debentures will, at the time such proceeds are delivered to the Junior Subordinated Trustee to satisfy the relevant interest payment, be deemed to satisfy its obligations to pay interest on the Junior Subordinated Debentures pursuant to the Alternative Payment Mechanism.

 

MetLife, Inc. is not required to sell shares of its common stock to the extent the number of shares of common stock to be sold would exceed MetLife, Inc.’s Shares Available for Issuance.

 

As used in this section:

 

“Qualifying APM Securities” means:

 

 

The “Current Market Price” of MetLife, Inc.’s common stock on any date will be the closing sale price per share (or if no closing sale price is reported, the average of the bid and ask prices or, if more than one in either case, the average of the average bid and the average ask prices) on that date as reported in composite transactions by the New York Stock Exchange or, if MetLife, Inc.’s common stock is not then listed on the New York Stock Exchange, as reported by the principal U.S. securities exchange on which MetLife, Inc.’s common stock is traded or quoted. If MetLife, Inc.’s common stock is not either listed or quoted on any U.S. securities exchange on the relevant date, the Current Market Price will be the last quoted bid price for MetLife, Inc.’s common stock in the over-the-counter market on the relevant date as reported by the National Quotation Bureau or similar organization. If MetLife, Inc.’s common stock is not so quoted, the Current Market Price will be the average of the mid-point of the last bid and ask prices for MetLife, Inc.’s common stock on the relevant date from each of at least three nationally recognized independent investment banking firms selected by MetLife, Inc. for this purpose.

 

A “Market Disruption Event” means the occurrence or existence of any of the following events or sets of circumstances:

 

 

 

Any interest payment made pursuant to the Alternative Payment Mechanism will first be allocated to payment of the interest due on that Interest Payment Date for the current Interest Period. Any payment of interest in excess of the amount of interest due on that Interest Payment Date for the current Interest Period will be applied first against any then existing accrued and unpaid interest with respect to prior Interest Periods for which interest must be paid pursuant to the Alternative Payment Mechanism, in chronological order beginning with the earliest Interest Period for which interest has not been paid in full and for which such interest must be paid pursuant to the Alternative Payment Mechanism, including Compounded Interest. Notwithstanding the foregoing, a partial payment will be applied first to interest that accrued during a Trigger Period and second as described in the immediately preceding sentence.

 

In the event that MetLife, Inc. defers an interest payment on the Junior Subordinated Debentures and on other securities that rank equally with the Junior Subordinated Debentures and contain similar requirements to pay

interest pursuant to the Alternative Payment Mechanism, MetLife, Inc. will apply any net proceeds so raised on a pro rata basis towards its obligations to pay interest on the Junior Subordinated Debentures and such equally ranking securities in proportion to the total amounts that are due on the Junior Subordinated Debentures and such securities, or on such other basis as any regulatory authority may instruct (taking into account the availability of proceeds of preferred shares or other securities to settle deferred interest under any such other securities).

 

Under the Junior Subordinated Indenture, MetLife, Inc. will be required to use commercially reasonable efforts to obtain stockholder consent to increase the number of authorized shares of its common stock if, at any date, MetLife, Inc.’s Shares Available for Issuance fall below the greater of:

 

 

If we issue additional Junior Subordinated Debentures, the number of shares referred to in the first bullet above will be increased proportionately.

 

An Other Covenant Default (as defined under “— Events of Default”) will occur if MetLife, Inc. does not use its commercially reasonable efforts to obtain consent of MetLife, Inc.’s stockholders to increase the number of authorized shares of its common stock if, at any date, MetLife, Inc.’s Shares Available for Issuance fall below the amount specified above. Although an Other Covenant Default will not constitute an Event of Default or result in acceleration, it will constitute a default under the Junior Subordinated Indenture and could give rise to a claim against MetLife, Inc. relating to the specific breach; however, the remedy of holders of the Junior Subordinated Debentures may be limited to direct monetary damages (if any). See “— Events of Default.”

 

MetLife, Inc.’s “Shares Available for Issuance” will be calculated in two steps. First, MetLife, Inc. will deduct from the number of authorized and unissued shares of its common stock, the maximum number of shares of its common stock that can be issued under existing options, warrants, convertible securities, equity-linked contracts and other agreements which require MetLife, Inc. to issue a maximum determinable number of shares of its common stock. After MetLife, Inc. deducts that number of shares of its common stock from the number of authorized and unissued shares of its common stock, MetLife, Inc. will allocate on a pro rata basis, or such other basis as MetLife, Inc. determines is appropriate, the remaining authorized and unissued shares to the Alternative Payment Mechanism for the Junior Subordinated Debentures (such number of shares of common stock allocated to the Alternative Payment Mechanism, the “Shares Available for Issuance”) and to any other commitment under which the maximum number of shares of its common stock that MetLife, Inc. could be required to issue is not determinable. The definition of Shares Available for Issuance has the effect of giving absolute priority for issuance to commitments under which MetLife, Inc. is able to determine the maximum number of shares of its common stock that could be issued in connection therewith, irrespective of the dates on which such commitments were entered into.

 

MetLife, Inc. will be permitted to modify the definition of Shares Available for Issuance and the related provisions of the Junior Subordinated Indenture without the consent of holders of the Junior Subordinated Debentures provided that (i) MetLife, Inc. has determined, in good faith, that such modification is not materially adverse to such holders, (ii) the rating agencies then rating the Junior Subordinated Debentures confirm the then current ratings of the Junior Subordinated Debentures and (iii) the number of Shares Available for Issuance after giving effect to such modification will not fall below the then applicable threshold set forth in the third preceding paragraph.

If MetLife, Inc. elects to satisfy its obligation to pay deferred interest pursuant to the Alternative Payment Mechanism by issuing Qualifying Warrants, MetLife, Inc. will only do so if the total number of shares of its common stock underlying such Qualifying Warrants applied to pay interest on the Junior Subordinated Debentures pursuant to the Alternative Payment Mechanism, together with the total number of shares of its common stock underlying all prior issuances of Qualifying Warrants so applied, does not exceed an amount equal to 15% of the total number of MetLife, Inc.’s issued and outstanding shares of common stock as of the date of any proposed issuance.

 

Limitation on Claims in the Event of Bankruptcy, Insolvency or Receivership of MetLife, Inc.

 

The Junior Subordinated Indenture provides that a holder of Junior Subordinated Debentures, by such holder’s acceptance of the Junior Subordinated Debentures, agrees that in certain events of bankruptcy, insolvency or receivership of MetLife, Inc. prior to the maturity or redemption of any Junior Subordinated Debentures, whether voluntary or not, such holder of Junior Subordinated Debentures will have no claim for, and thus no right to receive, interest that is unpaid as a result of certain consequences of a Trigger Event (including any Compounded Interest thereon, to the extent permitted by law) and has not been settled through the application of the Alternative Payment Mechanism to the extent the amount of such interest exceeds 25% of the then outstanding principal amount of such holder’s Junior Subordinated Debentures. The unpaid interest for which the holder has no claim pursuant to the limitations described in this paragraph is referred to in this prospectus supplement as “Foregone Interest.” For the avoidance of doubt, this limitation on claims for unpaid interest does not apply to amounts of interest deferred on an optional basis, and holders will have a full claim for, and right to receive, such amounts.

 

Consolidation, Merger, Conveyance, Sale of Assets and Other Transfers

 

The provisions of the Junior Subordinated Indenture relating to our possible consolidation, merger, conveyance, sale of assets and other transfers will apply to the Junior Subordinated Debentures. You should refer to the description of these provisions under “Description of Debt Securities — Restrictive Covenants” and “Description of Debt Securities — Consolidation, Merger, Sale of Assets and Other Transactions” in the accompanying prospectus.

 

Subordination

 

The payment of principal of and interest on the Junior Subordinated Debentures, to the extent provided in the Junior Subordinated Indenture, will be subordinated to the prior payment in full of all of MetLife, Inc.’s present and future Senior Indebtedness.

 

Subject to the qualifications described below, the term “Senior Indebtedness” includes principal of, and interest and premium, if any, on, and any other amounts payable in respect of, the following:

 

 

 

The Senior Indebtedness will continue to be Senior Indebtedness and entitled to the benefits of the subordination provisions irrespective of any amendment, modification or waiver of any term of the Senior Indebtedness or extension or renewal of the Senior Indebtedness. Notwithstanding anything to the contrary in the foregoing, “Senior Indebtedness” will not include (1) indebtedness incurred for the purchase of goods or materials or for services obtained in the ordinary course of business (i.e., trade accounts payable), which will rank equally in right of payment and upon liquidation with the Junior Subordinated Debentures, (2) indebtedness which by its terms ranks equally with or subordinated to the Junior Subordinated Debentures in right of payment or upon liquidation, (3) indebtedness owed by MetLife, Inc. to its subsidiaries, which also will rank equally in right of payment and upon liquidation to the Junior Subordinated Debentures, and (4) any liability for federal, state, local or other taxes owed or owing by MetLife, Inc. or by its subsidiaries. Each of (i) MetLife, Inc.’s obligations under the Financing Agreement relating to the 9.250% X-SURPS and, upon an exchange of the 9.250% X-SURPS, the related 9.250% Fixed-to-Floating Rate Junior Subordinated Debentures due 2068 of MetLife, Inc., (ii) MetLife, Inc.’s obligations under the Financing Agreement relating to the 7.875% X-SURPS and, upon an exchange of the 7.875% X-SURPS, the related 7.875% Fixed-to-Floating Rate Junior Subordinated Debentures due 2067 of MetLife, Inc. and (iii) MetLife, Inc.’s 6.40% Fixed-to-Floating Rate Junior Subordinated Debentures due 2066 shall rank equally with, and shall not be senior in right of payment to, the Junior Subordinated Debentures.

 

No direct or indirect payment, in cash, property or securities, by set-off or otherwise, may be made or agreed to be made on account of the Junior Subordinated Debentures including in respect of any repayment, redemption, retirement, purchase or other acquisition of the Junior Subordinated Debentures, if:

 

 

All present and future Senior Indebtedness, which will include interest accruing after the commencement of any proceeding, assignment or marshaling of assets described below, will first be paid in full before any payment, whether in cash, securities or other property, will be made by MetLife, Inc. on account of the Junior Subordinated Debentures in the event of:

 

 

In any such event, payments that would otherwise be made on the Junior Subordinated Debentures will generally be paid to the holders of Senior Indebtedness, or their representatives, in accordance with the priorities existing among these creditors at that time until the Senior Indebtedness is paid in full. If the payments on the Junior Subordinated Debentures are in the form of MetLife, Inc.’s securities or those of any other corporation under a plan of reorganization or readjustment and are subordinated to outstanding Senior Indebtedness and to any securities issued with respect to such Senior Indebtedness under a plan of reorganization or readjustment, they will be made first to the holders of Senior Indebtedness and then, if any amounts remain, to the holders of the Junior Subordinated

Debentures. No present or future holder of any Senior Indebtedness will be prejudiced in the right to enforce the subordination of the Junior Subordinated Debentures by any act or failure to act on MetLife, Inc.’s part.

 

In the event that, notwithstanding any of the foregoing prohibitions, the Junior Subordinated Trustee or the holders of the Junior Subordinated Debentures receive or hold any payment on account of or in respect of the Junior Subordinated Debentures at a time when a responsible officer of the Junior Subordinated Trustee or such holder has actual knowledge that such payment should not have been made to it, the Junior Subordinated Trustee or such holder, as the case may be, will hold such payment in trust for the benefit of, and, upon written request, will pay it over to, the holders of the Senior Indebtedness or their agents or representatives, for application to the payment of all principal, premium, if any, and interest or any other amounts then payable with respect to any Senior Indebtedness.

 

Senior Indebtedness will only be deemed to have been paid in full if the holders of such Senior Indebtedness have received cash, securities or other property which is equal to the amount of the outstanding Senior Indebtedness.

 

After payment in full of all present and future Senior Indebtedness, holders of the Junior Subordinated Debentures will be subrogated to the rights of any holders of Senior Indebtedness to receive any further payments that are applicable to the Senior Indebtedness until all the Junior Subordinated Debentures are paid in full. In matters between holders of Junior Subordinated Debentures and any other type of MetLife, Inc.’s creditors, any payments that would otherwise be paid to holders of Senior Indebtedness and that are made to holders of the Junior Subordinated Debentures because of this subrogation will be deemed a payment by MetLife, Inc. on account of Senior Indebtedness and not on account of the Junior Subordinated Debentures.

 

The Junior Subordinated Indenture places no limitation on the amount of additional Senior Indebtedness that MetLife, Inc. may incur. MetLife, Inc. expects to incur from time to time additional Senior Indebtedness.

 

In addition to the contractual subordination provisions described above, the rights of the holders of the Junior Subordinated Debentures will be structurally subordinated to all existing and future obligations of MetLife, Inc.’s subsidiaries, as MetLife, Inc. is a holding company. As a result, MetLife, Inc. relies primarily on dividends or other payments from its direct and indirect operating subsidiaries, which generally are regulated insurance companies, to pay principal and interest on its outstanding debt obligations, and to make dividend distributions on MetLife, Inc.’s capital stock. Regulatory rules will, and certain covenants contained in various debt agreements may, restrict MetLife, Inc.’s ability to withdraw capital from its subsidiaries by dividends, loans or other payments.

 

Due to the subordination provisions described above, in the event of MetLife, Inc.’s insolvency, funds which MetLife, Inc. would otherwise use to pay the holders of the Junior Subordinated Debentures would be used to pay the holders of Senior Indebtedness to the extent necessary to pay the Senior Indebtedness in full. As a result of these payments, MetLife, Inc.’s general creditors may recover less, ratably, than the holders of its Senior Indebtedness and these general creditors may recover more, ratably, than the holders of the Junior Subordinated Debentures.

 

As of March 31, 2009, MetLife, Inc. had approximately $13.1 billion of debt outstanding at the parent company level and the subsidiaries had outstanding, $453.1 billion of total liabilities (including liabilities to policyholders and contractholders including $11.8 billion of debt (excluding in each case, intercompany liabilities)), $464.9 billion of which will be senior in priority to the Junior Subordinated Debentures.

 

Optional Redemption

 

Subject to the provisions described under “Description of the Replacement Capital Covenant,” MetLife, Inc. may, at its option, redeem the outstanding Junior Subordinated Debentures:

 

 

 

As used in this section:

 

“Par Redemption Amount” means a cash redemption price of 100% of the principal amount of the Junior Subordinated Debentures to be redeemed, plus accrued and unpaid interest, together with any Compounded Interest, thereon, to the extent permitted by law, to, but excluding, such Redemption Date.

 

“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 that would have been payable on the Junior Subordinated Debentures to be redeemed to and including     , 2034 (not including any portion of those payments of interest accrued as of such Redemption Date), discounted from their respective scheduled payment dates to such Redemption Date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Treasury Rate plus      basis points; plus accrued and unpaid interest, together with any Compounded Interest, thereon, to the extent permitted by law, to, but excluding, such Redemption Date.

 

“Special Event 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 that would have been payable on the Junior Subordinated Debentures to be redeemed to and including     , 2034 (not including any portion of those payments of interest accrued as of such Redemption Date), discounted from their respective scheduled payment dates to such Redemption Date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Treasury Rate plus      basis points; plus accrued and unpaid interest, together with any Compounded Interest, thereon, to the extent permitted by law, to, but excluding, such Redemption Date.

 

For purposes of the preceding definitions:

 

 

 

“Tax Event” means the receipt by MetLife, Inc. of an opinion of counsel, rendered by a law firm with experience in such matters, to the effect that, as a result of (a) any amendment to, or change (including any announced prospective change) in, the laws (or any regulations thereunder) of the United States or any political subdivision or taxing authority thereof or therein, (b) any official administrative pronouncement (including a private letter ruling, technical advice memorandum or similar pronouncement) or judicial decision interpreting or applying such laws or regulations, or (c) a threatened challenge asserted in connection with an audit of MetLife, Inc. or any of its subsidiaries, or a threatened challenge asserted in writing against any other taxpayer that has raised capital through the issuance of securities that are substantially similar to the Junior Subordinated Debentures, which amendment or change is enacted or effective or which pronouncement or decision is announced or which challenge is asserted against MetLife, Inc. or its subsidiaries or becomes publicly known on or after          , 2009, there is more than an insubstantial increase in the risk that interest accruing or payable by MetLife, Inc. on the Junior Subordinated Debentures is not or, at any time subsequent to MetLife, Inc.’s receipt of such opinion, will not be, wholly deductible by MetLife, Inc. for U.S. federal income tax purposes.

 

“Rating Agency Event” means a change by any NRSRO that rates the Junior Subordinated Debentures, in the equity rating criteria for securities such as the Junior Subordinated Debentures as is in effect on the date of this prospectus supplement, which change results in lower equity credit being given to the Junior Subordinated Debentures than the equity credit that would have been given to the Junior Subordinated Debentures in the absence of such change.

 

MetLife, Inc. will mail, or cause the Junior Subordinated Trustee to mail, notice of every redemption of Junior Subordinated Debentures by first class mail, postage prepaid, addressed to the holders of record of the Junior Subordinated Debentures to be redeemed at their respective last addresses appearing on the register. Such mailing will be not less than ten days and not more than 25 days before the date fixed for redemption (the “Redemption Date,” and such date of notice, the “Notice Date”). Any notice mailed as provided in this paragraph will be conclusively presumed to have been duly given, whether or not the holder receives such notice, but failure duly to give such notice by mail, or any defect in such notice or in the mailing of such notice, to any holder of Junior Subordinated Debentures designated for redemption will not affect the redemption of any other Junior Subordinated Debentures. Each notice will state (i) the Redemption Date; (ii) the redemption price (or if not then ascertainable, the manner of calculation thereof); (iii) that the Junior Subordinated Debentures are being redeemed pursuant to the Junior Subordinated Indenture or the terms of the Junior Subordinated Debentures together with the facts permitting such redemption; (iv) if less than all outstanding Junior Subordinated Debentures are to be redeemed, the identification (and, in the case of partial redemption, the principal amounts) of the particular Junior Subordinated Debentures to be redeemed; (v) the place or places where the Junior Subordinated Debentures are to be redeemed; and (vi) that interest on the Junior Subordinated Debentures to be redeemed will cease to accrue on the Redemption Date.

 

Any Junior Subordinated Debentures to be redeemed pursuant to the aforementioned notice will, on the applicable Redemption Date, become due and payable at the redemption price. From and after such date such Junior Subordinated Debentures will cease to bear interest. Upon surrender of any such Junior Subordinated Debentures for redemption in accordance with said notice, such Junior Subordinated Debentures will be paid by MetLife, Inc. at the redemption price, subject to certain conditions. If any Junior Subordinated Debentures called for redemption are not so paid upon surrender thereof for redemption, the redemption price will, until paid, bear interest from the Redemption Date at the rate prescribed therefor in the security certificates representing Junior Subordinated Debentures. Security certificates representing any Junior Subordinated Debentures redeemed only in part will be surrendered in accordance with the provisions of the Junior Subordinated Indenture. In exchange for the unredeemed portion of Junior Subordinated Debentures, new security certificates representing Junior Subordinated Debentures in an aggregate principal amount equal to the unredeemed portion will be executed and delivered.

Repayment of Principal; Replacement Capital Obligation

 

The Junior Subordinated Debentures mature on          , 2069, which is the “Final Maturity Date” for the Junior Subordinated Debentures. However, MetLife, Inc. has agreed to repay the principal amount of the Junior Subordinated Debentures, together with accrued and unpaid interest, on the Scheduled Redemption Date, subject to the limitations described below.

 

The Scheduled Redemption Date is          , 2039.

 

MetLife, Inc.’s obligation to repay the Junior Subordinated Debentures on the Scheduled Redemption Date is limited. MetLife, Inc. is required to repay the Junior Subordinated Debentures on the Scheduled Redemption Date only to the extent that it has raised sufficient net proceeds during the 180-day period ending on the Notice Date for the Scheduled Redemption Date from the issuance of certain Qualifying Capital Securities permitted to be issued pursuant to the Replacement Capital Covenant described under “Description of the Replacement Capital Covenant.” MetLife, Inc. will covenant to use Commercially Reasonable Efforts, subject to a Market Disruption Event and subject to its right to otherwise redeem the Junior Subordinated Debentures as described under “— Optional Redemption,” to raise sufficient net proceeds during such 180-day period from the issuance of Qualifying Capital Securities to permit repayment of the Junior Subordinated Debentures in full on the Scheduled Redemption Date, which is referred to herein as the “Replacement Capital Obligation.” If MetLife, Inc. has not raised sufficient net proceeds during such 180-day period to permit repayment of all principal and accrued and unpaid interest, including any Compounded Interest, to the extent permitted by law, on the Junior Subordinated Debentures on the Scheduled Redemption Date, MetLife, Inc. will continue to use Commercially Reasonable Efforts, subject to the limitations described in the immediately preceding sentence, to raise sufficient net proceeds during the 90-day period ending on the Notice Date for each subsequent Interest Payment Date from the issuance of Qualifying Capital Securities to permit repayment of the Junior Subordinated Debentures on the next Interest Payment Date, and on each Interest Payment Date thereafter, until the Junior Subordinated Debentures are paid in full. We refer to each such 180-day and 90-day period as a “QCS Proceeds Collection Period.” Until the Junior Subordinated Debentures are so paid in full, they will remain outstanding from quarter to quarter and bear interest at a floating rate specified herein, payable quarterly in arrears until repaid in accordance with their terms.

 

Notwithstanding the foregoing, if MetLife, Inc. redeems the Junior Subordinated Debentures when any deferred interest remains unpaid and at a time when the Alternative Payment Mechanism is otherwise applicable, the unpaid deferred interest (including Compounded Interest, to the extent permitted by law) may only be paid pursuant to the Alternative Payment Mechanism (other than any interest that has accrued during an Optional Deferral Period of less than five years, which may be paid out of any source of funds), except that on the Final Maturity Date and on the Acceleration Date, MetLife, Inc. may pay any accrued and unpaid interest without regard to the source of funds.

 

The Replacement Capital Obligation will continue to apply until (i) MetLife, Inc. has redeemed the Junior Subordinated Debentures in full in accordance with the Replacement Capital Obligation, (ii) the Junior Subordinated Debentures are otherwise paid in full on the Final Maturity Date or (iii) upon the occurrence of an Event of Default resulting in acceleration of the Junior Subordinated Debentures. MetLife, Inc.’s failure to use Commercially Reasonable Efforts to raise sufficient proceeds from the issuance and sale of Qualifying Capital Securities, subject to a Market Disruption Event and subject to MetLife, Inc.’s right to otherwise redeem the Junior Subordinated Debentures as described under “— Optional Redemption,” would be a breach of covenant under the Junior Subordinated Indenture, for which the Junior Subordinated Trustee and holders of the Junior Subordinated Debentures, subject to certain conditions, may bring suit for enforcement. However, in no event will such failure be an Event of Default or result in acceleration thereunder.

 

If any date fixed for redemption or repayment is not a Business Day, then payment of the redemption price or repayment of the principal amount of the Junior Subordinated Debentures will be made on the next day that is a Business Day, without any interest or other payment as a result of such delay.

 

MetLife, Inc. generally may amend or supplement the Replacement Capital Covenant without the consent of the holders of the Junior Subordinated Debentures. With respect to the Qualifying Capital Securities, on the other hand, MetLife, Inc. has agreed in the Junior Subordinated Indenture that it will not amend the Replacement Capital

Covenant to impose additional restrictions on the type or amount of Qualifying Capital Securities that it may include for purposes of determining when repayment, redemption or purchase of the Junior Subordinated Debentures is permitted, except with the consent of the holders of a majority in principal amount of the Junior Subordinated Debentures.

 

Any principal amount of the Junior Subordinated Debentures, together with accrued and unpaid interest, will be due and payable on the Final Maturity Date, regardless of the amount of Qualifying Capital Securities MetLife, Inc. has issued and sold by that time.

 

Although under the Replacement Capital Covenant the principal amount of Junior Subordinated Debentures that MetLife, Inc. may repay, redeem or purchase at any time may be based on the net cash proceeds from certain issuances of its common stock, rights to acquire its common stock, Debt Exchangeable for Common Equity, Debt Exchangeable for Preferred Equity and Mandatorily Convertible Preferred Stock in addition to Qualifying Capital Securities, MetLife, Inc. has no obligation under the Junior Subordinated Indenture to use Commercially Reasonable Efforts to issue any securities other than Qualifying Capital Securities or to use the proceeds of the issuance of any other securities to repay the Junior Subordinated Debentures on the Scheduled Redemption Date or at any time thereafter.

 

“Commercially Reasonable Efforts” means commercially reasonable efforts to complete the offer and sale of Qualifying Capital Securities to third parties that are not subsidiaries of MetLife, Inc. in public offerings or private placements. For the avoidance of doubt, MetLife, Inc. will not be considered to have used Commercially Reasonable Efforts if MetLife, Inc. determines to not pursue or complete such sale due to pricing, coupon, dividend rate or dilution considerations.

 

MetLife, Inc. will not be required to redeem the Junior Subordinated Debentures on the Scheduled Redemption Date or any Interest Payment Date following the Scheduled Redemption Date (and prior to the Final Maturity Date), as the case may be (each, a “Required Repayment Date”), to the extent MetLife, Inc. provides written certification to the Junior Subordinated Trustee (which the Junior Subordinated Trustee will promptly forward upon receipt to each holder of record of Junior Subordinated Debentures) on the Notice Date for such Required Repayment Date certifying that either:

 

 

Net proceeds from the sale of Qualifying Capital Securities that MetLife, Inc. is permitted to apply to repayment of Junior Subordinated Debentures on and after the Scheduled Redemption Date will be applied, first, to pay interest that MetLife, Inc. is not paying from other sources (other than interest required to be paid pursuant to the Alternative Payment Mechanism) and, second, to repay the principal of Junior Subordinated Debentures; provided that if MetLife, Inc. raises less than $5 million of net proceeds from the sale of Qualifying Capital Securities during the applicable QCS Proceeds Collection Period, MetLife, Inc. will not be required to repay any Junior Subordinated Debentures on the Scheduled Redemption Date or the applicable quarterly Interest Payment Date, as applicable, but it will use those net proceeds to repay the Junior Subordinated Debentures on the next quarterly Interest Payment Date as of which MetLife, Inc. has raised at least $5 million of net proceeds; provided, further, that if MetLife, Inc. is obligated to sell Qualifying Capital Securities and apply the net proceeds to payments of principal of or interest on any outstanding securities in addition to the Junior Subordinated Debentures, then on any date and for any period the amount of net proceeds received by MetLife, Inc. from those sales and available for such payments shall be applied to the Junior Subordinated Debentures and those other securities having the same

Required Repayment Date or Scheduled Redemption Date as the Junior Subordinated Debentures pro rata in accordance with their respective outstanding principal amounts and none of such net proceeds shall be applied to any other securities having a later Required Repayment Date or Scheduled Redemption Date until the principal of and all accrued and unpaid interest on the Junior Subordinated Debentures has been paid in full.

 

Events of Default

 

An Event of Default means:

 

 

Events of Default do not include failure to comply with or breach of MetLife, Inc.’s other covenants in the Junior Subordinated Indenture with respect to the Junior Subordinated Debentures (an “Other Covenant Default”), including the covenant to sell MetLife, Inc.’s common stock through the Alternative Payment Mechanism as described herein. Accordingly, an Other Covenant Default will not result in the acceleration of payment of the Junior Subordinated Debentures. Although an Other Covenant Default will not constitute an Event of Default, it will otherwise constitute a default under the Junior Subordinated Indenture and could give rise to a claim against MetLife, Inc. relating to the specific breach; however, the remedy of holders of the Junior Subordinated Debentures may be limited to direct monetary damages (if any). An Other Covenant Default will only give rise to possible remedies if it continues for 90 days after delivery of specified notice.

 

Holders of the Junior Subordinated Debentures may not themselves institute a proceeding against MetLife, Inc. on account of an Other Covenant Default unless, among other things, the Junior Subordinated Trustee fails to institute such a proceeding, subject to the terms of the Junior Subordinated Indenture. However, the holders of a majority in principal amount of the Junior Subordinated Debentures may direct the Junior Subordinated Trustee to bring such a proceeding if an Other Covenant Default continues for a period of 90 days after delivery of specified notice to MetLife, Inc. from the Junior Subordinated Trustee or to MetLife, Inc. and the Junior Subordinated Trustee from the holders of a majority in principal amount of the Junior Subordinated Debentures, subject to the terms of the Junior Subordinated Indenture. Except with respect to covenants relating to MetLife, Inc.’s obligation to file periodic or other reports and an annual statement with respect to defaults under the Junior Subordinated Indenture, the Junior Subordinated Indenture will not require the Junior Subordinated Trustee to take any action in case of an Other Covenant Default (other than to give notice of such Other Covenant Default to the holders of the Junior Subordinated Debentures under certain circumstances, as described below) unless so directed by the holders of the Junior Subordinated Debentures. In the case of an Other Covenant Default resulting from MetLife, Inc.’s failure or breach in regard to its obligation under the Junior Subordinated Indenture to file periodic or other reports or the annual statement with respect to defaults, such Other Covenant Default, after its continuance for 90 days after delivery of such specified notice, will be treated under the Junior Subordinated Indenture as if it were an Event of Default and the Junior Subordinated Trustee will have all of the rights, duties and obligations, and the holders of the Junior Subordinated Debentures will have all of the rights, in respect of such Other Covenant Default as if such Other Covenant Default were such an Event of Default, except that there will be no right to accelerate the payment of the Junior Subordinated Debentures.

 

The Junior Subordinated Indenture provides, as to both Events of Default and Other Covenant Defaults, that holders of the Junior Subordinated Debentures only have the right to institute a direct action against MetLife, Inc. upon compliance with certain conditions specified in the Junior Subordinated Indenture. These conditions include, among other things, prior notice by the requisite percentage of holders of the Junior Subordinated Debentures, offer of indemnification to the Junior Subordinated Trustee, and failure of the Junior Subordinated Trustee to act for 60 days.

 

Within 90 days after a default, the Junior Subordinated Trustee must give to the holders of the Junior Subordinated Debentures notice of all uncured and unwaived defaults by MetLife, Inc. known to it. However,

except in the case of default in payment, the Junior Subordinated Trustee may withhold such notice if it determines that such withholding is in the interest of such holders.

 

If an Event of Default occurs in respect of any outstanding Junior Subordinated Debentures, the Junior Subordinated Trustee or the holders of at least 25% in principal amount of the outstanding Junior Subordinated Debentures may declare the principal amount, premium, if any, and all unpaid and accrued interest (other than Foregone Interest in case of certain events of bankruptcy, insolvency or receivership, whether voluntary or not) to be due and payable immediately by written notice thereof to MetLife, Inc., and to the Junior Subordinated Trustee if given by the holders of the Junior Subordinated Debentures, subject to the terms of the Junior Subordinated Indenture; provided that, in the case of an Event of Default involving certain events of bankruptcy, insolvency or reorganization, acceleration will be automatic. However, the payment of principal, premium, if any, and interest on the Junior Subordinated Debentures will remain subordinated to the extent provided in the Junior Subordinated Indenture. In addition, at any time after such a declaration of acceleration but before a judgment or decree for payment of the money due has been obtained, the holders of a majority in principal amount of the Junior Subordinated Debentures may, subject to specified conditions, rescind and annul such acceleration if all Events of Default, other than the non-payment of accelerated principal, or premium, if any, or interest on the Junior Subordinated Debentures have been cured or waived as provided in the Junior Subordinated Indenture.

 

Discharge, Defeasance and Covenant Defeasance

 

The discharge, defeasance and covenant defeasance provisions of the Junior Subordinated Indenture will apply to the Junior Subordinated Debentures. You should refer to the description of these provisions under “Description of Debt Securities — Discharge, Defeasance and Covenant Defeasance” in the accompanying prospectus; provided, that any defeasance of the Junior Subordinated Debentures will be subject to the Replacement Capital Covenant described under “Description of the Replacement Capital Covenant” in this prospectus supplement.

 

Modification of Junior Subordinated Indenture

 

The modification provisions of the Junior Subordinated Indenture will apply to the Junior Subordinated Debentures. You should refer to the description of these provisions under “Description of Debt Securities — Modification and Waiver” in the accompanying prospectus.

 

In addition, we will be permitted to modify, without consent of holders of the Junior Subordinated Debentures, the definition of “Shares Available for Issuance” and the related provisions of the Junior Subordinated Indenture; provided that (i) we have determined, in good faith, that such modification is not materially adverse to such holders, (ii) the Rating Agencies then rating the Junior Subordinated Debentures confirm the then current ratings of the Junior Subordinated Debentures and (iii) the number of Shares Available for Issuance after giving effect to such modification will not fall below the then applicable threshold.

 

Governing Law

 

The Junior Subordinated Indenture and the Junior Subordinated Debentures will be governed by, and construed in accordance with, the internal laws of the State of New York.

 

About the Junior Subordinated Trustee

 

The Bank of New York Mellon Trust Company, N.A. (as successor to J.P. Morgan Trust Company, National Association) is the Junior Subordinated Trustee and will be the principal paying agent, calculation agent and registrar for the Junior Subordinated Debentures. MetLife, Inc. has entered, and from time to time may continue to enter, into banking or other relationships with The Bank of New York Mellon Trust Company, N.A. or its affiliates.

 

The Junior Subordinated Trustee may resign or be removed with respect to one or more series of debt securities under the Junior Subordinated Indenture, and a successor Junior Subordinated Trustee may be appointed to act with respect to such series.

 

The following summary describes the material terms and conditions of the Replacement Capital Covenant. This description is qualified in its entirety by reference to the terms and provisions of the Replacement Capital Covenant. A copy of the Replacement Capital Covenant may be obtained upon request to MetLife, Inc. at its address set forth under “Where You Can Find More Information,” and a copy will also be filed with the SEC as an exhibit to a Current Report on Form 8-K.

 

MetLife, Inc. will covenant in the Replacement Capital Covenant for the benefit of Covered Debtholders that MetLife, Inc. will not repay, redeem or purchase, and will cause its subsidiaries not to repay, redeem or purchase, as applicable, the Junior Subordinated Debentures prior to          , 2059, except to the extent that the principal amount repaid or the applicable redemption, repayment or purchase price does not exceed the Applicable Percentage of the aggregate amount of net cash proceeds received by MetLife, Inc. and its subsidiaries since the most recent Measurement Date (without double counting proceeds received in any prior Measurement Period) from the sale of MetLife, Inc.’s common stock, rights to acquire common stock, Mandatorily Convertible Preferred Stock, Debt Exchangeable for Common Equity, Debt Exchangeable for Preferred Equity and Qualifying Capital Securities (collectively, “Replacement Capital Securities”).

 

MetLife, Inc.’s covenants in the Replacement Capital Covenant run only to the benefit of Covered Debtholders. The Replacement Capital Covenant is not intended for the benefit of holders of the Junior Subordinated Debentures and may not be enforced by them, and the Replacement Capital Covenant is not a term of the Junior Subordinated Indenture or the Junior Subordinated Debentures, except that MetLife, Inc. will agree in the Junior Subordinated Indenture that MetLife, Inc. will not amend the Replacement Capital Covenant to impose additional restrictions on the type or amount of Qualifying Capital Securities that MetLife, Inc. may include for purposes of determining when repayment, redemption or purchase of the Junior Subordinated Debentures is permitted, except with the consent of the holders of a majority in principal amount of the Junior Subordinated Debentures. The initial series of Covered Debt is MetLife, Inc.’s 5.70% Senior Notes due 2035 (the “Initial Covered Debt”). The Replacement Capital Covenant includes provisions requiring MetLife, Inc. to redesignate a new series of indebtedness if the Covered Debt approaches maturity, becomes subject to a redemption notice or is reduced to less than $100 million in outstanding principal amount, subject to additional procedures. MetLife, Inc. expects that, at all times prior to          , 2059, MetLife, Inc. will be subject to the Replacement Capital Covenant and, accordingly, will be restricted in its ability to repay, redeem or purchase the Junior Subordinated Debentures.

 

MetLife, Inc.’s ability to raise proceeds from the Replacement Capital Securities during the applicable Measurement Period with respect to any proposed repayment, redemption or purchase of the Junior Subordinated Debentures will depend on, among other things, market conditions at that time as well as the acceptability to prospective investors of the terms of those Replacement Capital Securities.

 

MetLife, Inc. may amend or supplement the Replacement Capital Covenant from time to time with the consent of the holders of at least a majority in principal amount of the then-effective series of indebtedness benefiting from the Replacement Capital Covenant, which is defined in the Replacement Capital Covenant as “Covered Debt.” MetLife, Inc. may, acting alone and without the consent of such holders, amend or supplement the Replacement Capital Covenant if (i) the effect of such amendment or supplement is solely to impose additional restrictions on the types of securities qualifying as Replacement Capital Securities, and one of MetLife, Inc.’s officers has delivered to such holders in the manner provided for in the indenture, fiscal agency agreement or other instrument with respect to such Covered Debt a written certificate to that effect, (ii) such amendment or supplement is not adverse to such holders and one of MetLife, Inc.’s officers has delivered to such holders in the manner provided for in the indenture, fiscal agency agreement or other instrument with respect to such Covered Debt a written certificate stating that, in his or her determination, such amendment or supplement is not adverse to such holders, or (iii) such amendment or supplement eliminates common stock, rights to acquire common stock, Debt Exchangeable for Common Equity and/or Mandatorily Convertible Preferred Stock as Replacement Capital Securities if, after the date of the Replacement Capital Covenant, an accounting standard or interpretive guidance of an existing accounting standard issued by an organization or regulator that has responsibility for establishing or interpreting accounting standards in the United States becomes effective such that there is more than an insubstantial risk that failure to eliminate common stock, rights to acquire common stock, Debt Exchangeable for Common Stock and/or Mandatorily

Convertible Preferred Stock as a Replacement Capital Security would result in a reduction in MetLife, Inc.’s earnings per share, as calculated in accordance with generally accepted accounting principles in the United States.

 

The Replacement Capital Covenant will terminate upon the earliest to occur of (i)          , 2059, or, if earlier, the date on which the Junior Subordinated Debentures are otherwise repaid, redeemed or purchased in full in compliance with the Replacement Capital Covenant, (ii) the date, if any, on which the holders of a majority in principal amount of the then-effective specified series of Covered Debt consent or agree to the termination of the Replacement Capital Covenant and MetLife, Inc.’s obligations thereunder, (iii) the date on which MetLife, Inc. ceases to have any series of outstanding eligible senior debt or eligible subordinated debt (in each case, without giving effect to the rating requirement in clause (b) of the definition of each such term), (iv) the date on which an Event of Default under the Junior Subordinated Indenture resulting in an acceleration of the Junior Subordinated Debentures occurs and (v) a Change of Control Event.

 

For the avoidance of doubt, any reference in this section “Description of the Replacement Capital Covenant” to any repayment of MetLife, Inc.’s securities will be deemed to include a reference to defeasance of its obligations under such securities.

 

“Applicable Percentage” means:

 

 

“Below Investment Grade Rating Event” means MetLife, Inc.’s senior unsecured credit rating from each of the Rating Agencies is below Investment Grade on any date from the date of the public notice of an arrangement that could result in a Change of Control until the end of the 60-day period following public notice of the occurrence of a Change of Control (which period shall be extended so long as the senior unsecured credit rating of MetLife, Inc. is under publicly announced consideration for possible downgrade by any of the Rating Agencies); provided that a Below Investment Grade Rating Event otherwise arising by virtue of a particular reduction in rating shall not be deemed to have occurred in respect of a particular Change of Control (and thus shall not be deemed a Below Investment Grade Rating Event for purposes of the definition of Change of Control Event hereunder) if the Rating Agencies making the reduction in rating to which this definition would otherwise apply do not announce or publicly confirm or inform MetLife, Inc. in writing at its request that the reduction was the result, in whole or in part, of any event or circumstance comprised of or arising as a result of, or in respect of, the applicable Change of Control (whether or not the applicable Change of Control shall have occurred at the time of the Below Investment Grade Rating Event).

“Change of Control” means the occurrence of any of the following:

 

(a) the consummation of any direct or indirect sale, transfer, conveyance or other disposition (other than by way of amalgamation, merger, consolidation or scheme of arrangement), in one or a series of related transactions, of all or substantially all of the properties or assets of MetLife, Inc. and those of its subsidiaries, taken as a whole, to any “person” (as that term is used in Section 13(d)(3) of the Exchange Act), other than the Issuer or another wholly-owned subsidiary of MetLife, Inc.;

 

(b) the consummation of any transaction (including, without limitation, any amalgamation, merger, consolidation or scheme of arrangement) the result of which is that any “person” (as that term is used in Section 13(d)(3) of the Exchange Act), other than MetLife, Inc. or another wholly-owned subsidiary of MetLife, Inc., becomes the beneficial owner, directly or indirectly, of more than or equal to 50% of the Voting Shares of MetLife, Inc., measured by voting power rather than number of shares; or

 

(c) the first day on which a majority of the members of MetLife, Inc.’s board of directors are not Continuing Directors.

 

Notwithstanding the foregoing, a transaction effected to create a holding company for MetLife, Inc. will not be deemed to involve a change of control if (1) pursuant to such transaction MetLife, Inc. becomes a wholly-owned subsidiary of such holding company and (2) the holders of the Voting Shares of such holding company immediately following such transaction are the same as the holders of the Voting Shares of MetLife, Inc. immediately prior to such transaction.

 

“Change of Control Event” means the occurrence of a Change of Control and a Below Investment Grade Rating Event.

 

“Debt Exchangeable for Common Equity” means a security or combination of securities (together in this definition, “such securities”) that:

 

 

“Debt Exchangeable for Preferred Equity” means a security or combination of securities (together in this definition, “such securities”) that:

 

 

 

“Mandatorily Convertible Preferred Stock” means cumulative preferred stock with (a) no prepayment obligation on the part of the issuer thereof, whether at the election of the holders or otherwise, and (b) a requirement that such cumulative preferred stock convert into common stock within three years from the date of its issuance at a conversion ratio within a range established at the time of issuance of such cumulative preferred stock, subject to customary anti-dilution adjustments.

 

“Measurement Date” means: (a) with respect to any repayment, redemption or purchase of Junior Subordinated Debentures on or prior to the Scheduled Redemption Date, the date that is 180 days, and (b) with respect to any repayment, redemption or purchase of Junior Subordinated Debentures after the Scheduled Redemption Date, the date that is 90 days, in each case prior to delivery of notice of such repayment or redemption or prior to the date of such purchase.

 

“Measurement Period” means the period from a Measurement Date to the related notice date or repurchase date. Measurement periods cannot run concurrently.

 

“Qualifying Capital Securities” means securities (other than common stock, rights to acquire common stock, Mandatorily Convertible Preferred Stock, Debt Exchangeable for Common Equity and Debt Exchangeable for Preferred Equity) that, in the determination of MetLife, Inc.’s board of directors reasonably construing the definitions and other terms of the Replacement Capital Covenant, meet one of the following criteria:

 

(a) in connection with any repayment, redemption or purchase of Junior Subordinated Debentures on or prior to          , 2039:

 

(i) securities issued by MetLife, Inc. or its subsidiaries that (a) rank pari passu with or junior to the Junior Subordinated Debentures (or would rank pari passu with or junior to the Junior Subordinated Debentures upon the issuance thereof) upon MetLife, Inc.’s liquidation, dissolution or winding up, (b) have no maturity or a maturity of at least 60 years and (c) either (x) are subject to a Qualifying Replacement Capital Covenant and have either a No Payment Provision or are Non-Cumulative or

(y) have a Mandatory Trigger Provision and are subject to Intent-Based Replacement Disclosure and have either an Optional Deferral Provision or a No Payment Provision;

 

(ii) preferred stock issued by MetLife, Inc. or its subsidiaries that (a) is Non-Cumulative, (b) has no prepayment obligation on the part of the issuer thereof, whether at the election of the holders or otherwise, (c) has no maturity or a maturity of at least 60 years and (d) either (x) is subject to a Qualifying Replacement Capital Covenant or (y) has a Mandatory Trigger Provision and is subject to Intent-Based Replacement Disclosure; or

 

(iii) securities issued by MetLife, Inc. or its subsidiaries that (a) rank pari passu or junior to other preferred stock of the issuer, (b) have no maturity or a maturity of at least 40 years, (c) are subject to a Qualifying Replacement Capital Covenant, (d) have an Optional Deferral Provision and (e) have a Mandatory Trigger Provision;

 

(b) in connection with any repayment, redemption or purchase of Junior Subordinated Debentures at any time after     , 2039 but on or prior to     , 2049:

 

(i) all securities that would be Qualifying Capital Securities on or prior to     , 2039;

 

(ii) securities issued by MetLife, Inc. or its subsidiaries that (a) rank pari passu with or junior to the Junior Subordinated Debentures (or would rank pari passu with or junior to the Junior Subordinated Debentures upon the issuance thereof) upon MetLife, Inc.’s liquidation, dissolution or winding up, (b) have no maturity or a maturity of at least 60 years, (c) are subject to a Qualifying Replacement Capital Covenant and (d) have an Optional Deferral Provision;

 

(iii) securities issued by MetLife, Inc. or its subsidiaries that (a) rank pari passu with or junior to the Junior Subordinated Debentures (or would rank pari passu with or junior to the Junior Subordinated Debentures upon the issuance thereof) upon MetLife, Inc.’s liquidation, dissolution or winding up, (b) are Non-Cumulative or have a No Payment Provision and (c) (x) have no maturity or a maturity of at least 60 years and (y) are subject to Intent-Based Replacement Disclosure;

 

(iv) securities issued by MetLife, Inc. or its subsidiaries that (a) rank pari passu with or junior to the Junior Subordinated Debentures (or would rank pari passu with or junior to the Junior Subordinated Debentures upon the issuance thereof) upon MetLife, Inc.’s liquidation, dissolution or winding up, (b) are Non-Cumulative or have a No Payment Provision, (c) have no maturity or a maturity of at least 40 years and (d) are subject to a Qualifying Replacement Capital Covenant;

 

(v) securities issued by MetLife, Inc. or its subsidiaries that (a) rank pari passu with or junior to the Junior Subordinated Debentures (or would rank pari passu with or junior to the Junior Subordinated Debentures upon the issuance thereof) upon MetLife, Inc.’s liquidation, dissolution or winding up, (b) have an Optional Deferral Provision, (c) have no maturity or a maturity of at least 40 years, (d) are subject to Intent-Based Replacement Disclosure and (e) have a Mandatory Trigger Provision;

 

(vi) securities issued by MetLife, Inc. or its subsidiaries that (a) rank pari passu with or junior to the Junior Subordinated Debentures (or would rank pari passu with or junior to the Junior Subordinated Debentures upon the issuance thereof) upon MetLife, Inc.’s liquidation, dissolution or winding up, (b) have an Optional Deferral Provision, (c) have no maturity or a maturity of at least 25 years, (d) have a Qualifying Replacement Capital Covenant and (e) have a Mandatory Trigger Provision;

 

(vii) securities issued by MetLife, Inc. or its subsidiaries that (a) rank pari passu with or junior to the Junior Subordinated Debentures (or would rank pari passu with or junior to the Junior Subordinated Debentures upon the issuance thereof) upon MetLife, Inc.’s liquidation, dissolution or winding up, (b) have an Optional Deferral Provision, (c) have a Mandatory Trigger Provision and (d) have no maturity or a maturity of at least 60 years;

 

(viii) cumulative preferred stock issued by MetLife, Inc. or its subsidiaries that (a) has no prepayment obligation on the part of the issuer thereof, whether at the election of the holders or

otherwise, and (b) (x) has no maturity or a maturity of at least 60 years and (y) is subject to a Qualifying Replacement Capital Covenant; or

 

(ix) other securities issued by MetLife, Inc. or its subsidiaries that (a) rank upon MetLife, Inc.’s liquidation, dissolution or winding-up either (x) pari passu with or junior to the Junior Subordinated Debentures (or would rank pari passu with or junior to the Junior Subordinated Debentures upon the issuance thereof) or (y) pari passu with the claims of MetLife, Inc.’s trade creditors and junior to all of MetLife, Inc.’s long-term indebtedness for money borrowed (other than MetLife, Inc.’s long-term indebtedness for money borrowed from time to time outstanding that by its terms ranks pari passu with such securities on its liquidation, dissolution or winding-up), (b) have an Optional Deferral Provision or a No Payment Provision, (c) have a Mandatory Trigger Provision and (d) either (x) have no maturity or a maturity of at least 40 years and Intent-Based Replacement Disclosure or (y) have no maturity or a maturity of at least 25 years and are subject to a Qualifying Replacement Capital Covenant;

 

(c) in connection with any repayment, redemption or purchase of Junior Subordinated Debentures at any time after     , 2049:

 

(i) all securities that would be Qualifying Capital Securities after     , 2039 but on or prior to     , 2049;

 

(ii) preferred stock issued by MetLife, Inc. that (a) (x) has no maturity or a maturity of at least 50 years and (y) is subject to Intent-Based Replacement Disclosure and (b) is Non-Cumulative;

 

(iii) securities issued by MetLife, Inc. or its subsidiaries that (a) rank pari passu with or junior to the Junior Subordinated Debentures (or would rank pari passu with or junior to the Junior Subordinated Debentures upon the issuance thereof) upon MetLife, Inc.’s liquidation, dissolution or winding up, (b) either (x) have no maturity or a maturity of at least 60 years and are subject to Intent-Based Replacement Disclosure or (y) have no maturity or a maturity at least 30 years and are subject to a Qualifying Replacement Capital Covenant and (c) are Non-Cumulative;

 

(iv) securities issued by MetLife, Inc. or its subsidiaries that (a) rank pari passu with or junior to the Junior Subordinated Debentures (or would rank pari passu with or junior to the Junior Subordinated Debentures upon the issuance thereof) upon MetLife, Inc.’s liquidation, dissolution or winding up, (b) have an Optional Deferral Provision, (c) have a Mandatory Trigger Provision and (d) (x) have no maturity or a maturity of at least 30 years and (y) are subject to Intent-Based Replacement Disclosure;

 

(v) securities issued by MetLife, Inc. or its subsidiaries that rank senior to the Junior Subordinated Debentures upon MetLife, Inc.’s liquidation, dissolution or winding up, and (a) have no maturity or a maturity of at least 60 years and either (x) have an Optional Deferral Provision and are subject to a Qualifying Replacement Capital Covenant or (y) (i) have either a No Payment Provision or are Non-Cumulative and (ii) are subject to Intent-Based Replacement Disclosure;

 

(vi) securities issued by MetLife, Inc. or its subsidiaries that rank senior to the Junior Subordinated Debentures upon MetLife, Inc.’s liquidation, dissolution or winding up, and (a) have no maturity or a maturity of at least 40 years and either (x) (i) have either a No Payment Provision or are Non-Cumulative and (ii) are subject to a Qualifying Replacement Capital Covenant or (y) have a Mandatory Trigger Provision and an Optional Deferral Provision and are subject to Intent-Based Replacement Disclosure; or

 

(vii) cumulative preferred stock issued by MetLife, Inc. or its subsidiaries that either (a) (x) has no maturity or a maturity of at least 60 years and (y) is subject to Intent-Based Replacement Disclosure or (b) has a maturity of at least 40 years and is subject to a Qualifying Replacement Capital Covenant.

 

Notwithstanding (and as a qualification to) the foregoing, in the case of each Qualifying Capital Security that includes a Significant Distribution Rate Step-Up, each reference in this definition to “Intent-Based Replacement Disclosure” shall instead be deemed to read “a Qualifying Replacement Capital Covenant.”

For purposes of the definitions provided above, the following terms shall have the following meanings:

 

“Alternative Payment Mechanism” means, with respect to any securities or combination of securities (together in this definition, “such securities”), provisions in the related transaction documents requiring MetLife, Inc. to issue (or use APM Commercially Reasonable Efforts to issue) one or more types of APM Qualifying Securities raising eligible proceeds at least equal to the deferred Distributions on such securities and apply the proceeds to pay unpaid Distributions on such securities, commencing on the earlier of (x) the first Distribution Date after commencement of a deferral period on which MetLife, Inc. pays current Distributions on such securities and (y) the fifth anniversary of the commencement of such deferral period, and that:

 

 

 

 

provided (and it being understood) that:

 

 

“APM Commercially Reasonable Efforts” means commercially reasonable efforts to complete the offer and sale of APM Qualifying Securities to third parties that are not subsidiaries of MetLife, Inc. in public offerings or private placements. For the avoidance of doubt, MetLife, Inc. will not be considered to have used APM Commercially Reasonable Efforts if MetLife, Inc. determines to not pursue or complete such sale due to pricing, coupon, dividend rate or dilution considerations.

 

“APM Qualifying Securities” means, with respect to an Alternative Payment Mechanism or a Mandatory Trigger Provision, one or more of the following (as designated in the transaction documents for the Qualifying Capital Securities that include an Alternative Payment Mechanism or a Mandatory Trigger Provision, as applicable):

 

 

 

provided (and it being understood) that: