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Published: 2008-03-26

Bylaws - MetLife Inc.




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                                  METLIFE, INC.
                          AMENDED AND RESTATED BY-LAWS


















                          As Adopted on _________, 1999






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                                                           MetLife, Inc. By-Laws

                                  METLIFE, INC.
                                     BY-LAWS

                                TABLE OF CONTENTS

SECTION                                                                   PAGE

                                    ARTICLE I

                                  STOCKHOLDERS

1.01.  Annual Meetings.................................................   6
1.02.  Special Meetings................................................   6
1.03.  Notice of Meetings; Waiver......................................   6
1.04.  Quorum and Required Vote........................................   7
1.05.  Voting Rights...................................................   7
1.06.  Voting by Ballot................................................   7
1.07.  Adjournment.....................................................   7
1.08.  Proxies.........................................................   8
1.09.  Presiding Officer and Secretary of the Meeting..................   8
1.10.  Notice of Stockholder Business and Nominations..................   9
1.11.  Inspectors of Elections.........................................  11
1.12.  Opening and Closing of Polls....................................  12
1.13.  Confidential Voting.............................................  13
1.14.  No Stockholder Action by Written Consent........................  13

                                   ARTICLE II

                               BOARD OF DIRECTORS

2.01.  General Powers..................................................  13
2.02.  Number of Directors.............................................  13
2.03.  Classified Board; Election of Directors.........................  14
2.04.  Annual and Regular Meetings.....................................  14
2.05.  Special Meetings; Notice........................................  14
2.06.  Quorum; Voting..................................................  15
2.07.  Adjournment.....................................................  15
2.08.  Action Without a Meeting........................................  15
2.09.  Regulations; Manner of Acting...................................  15
2.10.  Action by Telephonic Communications.............................  15
2.11.  Resignations....................................................  16
2.12.  Removal of Directors............................................  16
2.13.  Vacancies and Newly Created Directorships.......................  16


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                                                           MetLife, Inc. By-Laws

2.14.  Compensation....................................................  16
2.15.  Reliance on Accounts and Reports, etc...........................  17

                                   ARTICLE III

                                BOARD COMMITTEES

3.01.  How Constituted.................................................  17
3.02.  Committee Powers................................................  17
3.03.  Proceedings.....................................................  19
3.04.  Quorum and Manner of Acting.....................................  19
3.05.  Action by Telephonic Communications.............................  19
3.06.  Resignations....................................................  19
3.07.  Removal.........................................................  20
3.08.  Vacancies.......................................................  20

                                   ARTICLE IV

                                    OFFICERS

4.01.  Number..........................................................  20
4.02.  Election........................................................  20
4.03.  Salaries........................................................  20
4.04.  Removal and Resignation; Vacancies..............................  20
4.05.  Authority and Duties of Officers................................  21
4.06.  The Chairman....................................................  21
4.07.  The Chief Executive Officer.....................................  21
4.08.  The President...................................................  21
4.09.  Absence or Disability of the Chief Executive Officer............  21
4.10.  Vice Presidents.................................................  22
4.11.  The Secretary...................................................  22
4.12.  The Chief Financial Officer.....................................  22
4.13.  The Treasurer...................................................  22
4.14.  The Controller..................................................  22
4.15.  The General Counsel.............................................  22
4.16.  Additional Officers.............................................  23
4.17.  Security........................................................  23


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                                                           MetLife, Inc. By-Laws

                                    ARTICLE V

                                  CAPITAL STOCK

5.01.  Certificates of Stock, Uncertificated Shares....................  23
5.02.  Signatures; Facsimile...........................................  23
5.03.  Lost, Stolen or Destroyed Certificates..........................  24
5.04.  Transfer of Stock...............................................  24
5.05.  Record Date.....................................................  24
5.06.  Registered Stockholders.........................................  25
5.07.  Transfer Agent and Registrar....................................  25

                                   ARTICLE VI

                                 INDEMNIFICATION

6.01.  Nature of Indemnity.............................................  25
6.02.  Determination that Indemnification is Proper....................  26
6.03.  Advance Payment of Expenses.....................................  26
6.04.  Procedure for Indemnification of Directors and Officers.........  27
6.05.  Survival; Preservation of Other Rights..........................  27
6.06.  Insurance.......................................................  28
6.07.  Severability....................................................  28

                                   ARTICLE VII

                                     OFFICES

7.01.  Registered Office...............................................  29
7.02.  Other Offices...................................................  29

                                  ARTICLE VIII

                               GENERAL PROVISIONS

8.01.  Dividends.......................................................  29
8.02.  Reserves........................................................  29
8.03.  Execution of Instruments........................................  30
8.04.  Corporate Indebtedness..........................................  30
8.05.  Deposits........................................................  30
8.06.  Checks..........................................................  30
8.07.  Sale, Transfer, etc. of Securities..............................  31


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                                                           MetLife, Inc. By-Laws

8.08.  Voting as Stockholder...........................................  31
8.09.  Fiscal Year.....................................................  31
8.10.  Seal............................................................  31

                                   ARTICLE IX

                              AMENDMENT OF BY-LAWS

9.01.  Amendment.......................................................  32

                                    ARTICLE X

                                  CONSTRUCTION

10.01.  Construction...................................................  32


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                                                           MetLife, Inc. By-Laws

                                  METLIFE, INC.

                          AMENDED AND RESTATED BY-LAWS

                         As adopted on __________, 1999


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                                    ARTICLE I

                                  STOCKHOLDERS

                  Section 1.01. Annual Meetings. The annual meeting of the
stockholders of the Corporation for the election of Directors and for the
transaction of such other business as properly may come before such meeting
shall be held at such place, either within or without the State of Delaware, and
at such date and at such time, as may be fixed from time to time by resolution
of the Board of Directors and set forth in the notice or waiver of notice of the
meeting.

                  Section 1.02. Special Meetings. Special meetings of the
stockholders may be called at any time by the Chief Executive Officer (or, in
the event of the Chief Executive Officer's absence or disability, by the
President or any Director who is also an officer (hereafter, an 'Officer
Director')). A special meeting shall be called by the Chief Executive Officer
(or, in the event of the Chief Executive Officer's absence or disability, by the
President or any Officer Director) or by the Secretary pursuant to a resolution
approved by a majority of the entire Board of Directors. Such special meetings
of the stockholders shall be held at such places, within or without the State of
Delaware, as shall be specified in the respective notices or waivers of notice
thereof. Any power of the stockholders of the Corporation to call a special
meeting is specifically denied.

                  Section 1.03. Notice of Meetings; Waiver. The Secretary or any
Assistant Secretary shall cause written notice of the place, date and hour of
each meeting of the stockholders and, in the case of a special meeting, the
purpose or purposes for which such meeting is called, to be given personally or
by mail, not less than ten nor more than sixty days prior to the meeting, to
each stockholder of record entitled to vote at such meeting. If such notice is
mailed, it shall be deemed to have been given to a stockholder when deposited in
the United States mail, postage prepaid, directed to the stockholder at such
stockholder's address as it appears on the record of stockholders of the
Corporation. Such further notice shall be given as may be required by law.


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                                                           MetLife, Inc. By-Laws

                  A written waiver of any notice of any annual or special
meeting signed by the person entitled thereto, shall be deemed equivalent to
notice. Neither the business to be transacted at, nor the purpose of, any
regular or special meeting of the stockholders needs to be specified in a
written waiver of notice. Attendance of a stockholder at a meeting of
stockholders shall constitute a waiver of notice of such meeting, except when
the stockholder attends a meeting for the express purpose of objecting, at the
beginning of the meeting, to the transaction of any business on the ground that
the meeting is not lawfully called or convened.

                  Section 1.04. Quorum and Required Vote. Except as otherwise
required by law or by the Certificate of Incorporation, the presence in person
or by proxy of the holders of record of one-third of the shares entitled to vote
at a meeting of stockholders shall constitute a quorum for the transaction of
business at such meeting. Except as otherwise required by law or by the
Certificate of Incorporation, these By-Laws or the rules or regulations of any
stock exchange applicable to the Corporation, the vote of a majority (or, in the
case of the election of Directors, a plurality) of the shares represented in
person or by proxy at any meeting at which a quorum is present shall be
sufficient for the transaction of any business at such meeting.

                  Section 1.05. Voting Rights. Subject to the rights of the
holders of any class or series of Preferred Stock, every holder of record of
shares entitled to vote at a meeting of stockholders shall be entitled to one
vote for each share outstanding in such stockholder's name on the books of the
Corporation at the close of business on the date fixed pursuant to the
provisions of Section 5.05 hereof as the record date for the determination of
the stockholders who shall be entitled to notice of and to vote at such meeting.

                  Section 1.06. Voting by Ballot. No vote of the stockholders
need be taken by written ballot unless otherwise required by law. Any vote not
required to be taken by ballot may be conducted in any manner approved by the
presiding officer at the meeting at which such vote is taken.

                  Section 1.07. Adjournment. If a quorum is not present at any
meeting of the stockholders, the presiding officer shall have the power to
adjourn any such meeting from time to time until a quorum is present. Notice of
any adjourned meeting of the stockholders of the Corporation need not be given
if the place, date and hour thereof are announced at the meeting at which the
adjournment is taken, provided, however, that if the adjournment is for more
than thirty days, or if after the adjournment a new record date for the
adjourned meeting is fixed pursuant to Section 5.05 of these By-Laws, a notice
of the adjourned meeting, conforming to the requirements of Section 1.03 hereof,
shall be given to each stockholder of record entitled to vote at such meeting.
At any adjourned


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                                                           MetLife, Inc. By-Laws

meeting at which a quorum is present, any business may be transacted that might
have been transacted on the original date of the meeting.

                  Section 1.08. Proxies. Any stockholder entitled to vote at any
meeting of the stockholders may authorize another person or persons to vote at
any such meeting for such stockholder by proxy. A stockholder may authorize a
valid proxy by executing a written instrument signed by such stockholder, or
such stockholder's authorized officer, director, employee or agent, or by
causing such signature to be affixed to such writing by any reasonable means
including, but not limited to, by facsimile signature, or by transmitting or
authorizing the transmission of a telegram, cablegram, data and voice telephonic
communications, computer network, e-mail or other means of electronic
transmission to the person designated as the holder of the proxy, a proxy
solicitation firm, a proxy support service organization or a like authorized
agent. No such proxy shall be voted or acted upon after the expiration of three
years from the date of such proxy, unless such proxy provides for a longer
period. Every proxy shall be revocable at the pleasure of the stockholder
executing it, except in those cases where applicable law provides that a proxy
shall be irrevocable. A stockholder may revoke any proxy which is not
irrevocable by attending the meeting and voting in person or by filing an
instrument in writing revoking the proxy or by filing another duly executed
proxy bearing a later date with the Secretary. Proxies by telegram, cablegram,
data and voice telephonic communications, computer network, e-mail or other
electronic transmission must either set forth or be submitted with information
from which it can be determined that such electronic transmission was authorized
by the stockholder. If it is determined that such electronic transmission is
valid, the inspectors shall specify the information upon which they relied. Any
copy, facsimile telecommunication or other reliable reproduction of a writing or
transmission created pursuant to this section may be substituted or used in lieu
of the original writing or transmission for any and all purposes for which the
original writing or transmission could be used, provided that such copy,
facsimile telecommunication or other reproduction shall be a complete
reproduction of the entire original writing or transmission.

                  Section 1.09. Presiding Officer and Secretary of the Meeting.
(a) At every meeting of stockholders the presiding officer shall be the Chairman
or, in the event of the Chairman's absence or disability, the President, or in
the event of the President's absence or disability, any officer designated by
the Chief Executive Officer, or in the event of the Chief Executive Officer's
absence or the failure of the Chief Executive Officer to designate an officer
for such purpose, any officer chosen by resolution of the Board of Directors.
The order of business and all other matters of procedure at every meeting of
stockholders may be determined by the presiding officer. The Secretary, or in
the event of the Secretary's absence or disability, any Assistant Secretary
designated by the presiding officer, if any, or if there be no Assistant
Secretary, in the absence of the Secretary, an appointee of the presiding
officer, shall act as Secretary of the meeting.


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                                                           MetLife, Inc. By-Laws

                  (b) Conduct of Meetings. The Board of Directors may adopt by
resolution such rules and regulations for the conduct of the meeting of
stockholders as it shall deem appropriate. Except to the extent inconsistent
with any such rules and regulations as adopted by the Board of Directors, the
presiding officer shall have the right and authority to convene and to adjourn
the meeting, to prescribe such rules, regulations and procedures and to do all
such acts as, in the judgment of such presiding officer, are appropriate for the
proper conduct of the meeting. Such rules, regulations or procedures, whether
adopted by the Board of Directors or prescribed by the presiding officer, may
include, but are not limited to, the following: (i) the establishment of an
agenda or order of business for the meeting; (ii) rules and procedures for
maintaining order at the meeting and the safety of those present; (iii)
limitations on attendance at or participation in the meeting to stockholders of
record of the Corporation, their duly authorized and constituted proxies or such
other persons as the presiding officer shall determine; (iv) restrictions on
entry to the meeting after the time fixed for the commencement thereof; and (v)
limitations on the time allotted to questions or comments by participants.
Meetings of stockholders shall not be required to be held in accordance with the
rules of parliamentary procedure.

                  Section 1.10.  Notice of Stockholder Business and Nominations.

                  (a) Annual Meetings of Stockholders. (i) Nominations of
persons for election to the Board of Directors of the Corporation and the
proposal of business to be considered by the stockholders at an annual meeting
of stockholders may be made only (A) by or at the direction of the Board of
Directors or the Chief Executive Officer, or (B) by any stockholder of the
Corporation who is entitled to vote at the meeting, who complies with the
applicable requirements of the Securities Exchange Act of 1934, as amended (the
'Exchange Act') and the rules and regulations promulgated thereunder and the
notice procedures set forth in clause (ii) of this paragraph and who was a
stockholder of record at the time such notice is delivered to the Secretary of
the Corporation.

                  (ii) For nominations or other business to be properly brought
before an annual meeting by a stockholder, pursuant to clause (B) of paragraph
(a)(i) of this Section 1.10, the stockholder must have given timely notice
thereof in writing to the Secretary of the Corporation and any such other
business must otherwise be a proper matter for stockholder action. To be timely,
a stockholder's notice shall be delivered to the Secretary at the principal
executive offices of the Corporation not less than 120 calendar days prior to
the first anniversary of the previous year's annual meeting; provided, however,
that in the event that no annual meeting was held in the previous year or the
date of the annual meeting was changed by more than 30 days from the anniversary
date of the previous year's annual meeting, notice by the stockholder must be so
received not later than 120 calendar days prior to such annual meeting or 10
calendar days following the date on which public announcement of the date of the
meeting is first made.


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In no event shall an adjournment or postponement of an annual meeting (or the
public announcement thereof) commence a new time period (or extend any time
period) for the giving of stockholders' notice as described below. Such
stockholder's notice shall set forth (A) as to each person whom the stockholder
proposes to nominate for election or reelection as a Director all information
relating to such person that is required to be disclosed in solicitations of
proxies for election of Directors, or is otherwise required, in each case
pursuant to Regulation 14A under the Exchange Act, and Rule 14a-11 thereunder,
including such person's written consent to being named in the proxy statement as
a nominee and to serving as a Director if elected; (B) as to any other business
that the stockholder proposes to bring before the meeting, a brief description
of the business desired to be brought before the meeting, the reasons for
conducting such business at the meeting and, in the event that such business
includes a proposal to amend either the Certificate of Incorporation or the
By-Laws of the Corporation, the language of the proposed amendment; (C) any
material interest in such business of such stockholder and of any beneficial
owner on whose behalf the proposal is made and, in case of nominations, a
description of all arrangements or understandings between the stockholder and
each nominee and any other persons (naming them) pursuant to which the
nominations are to be made by the stockholder; (D) a representation that the
stockholder is a holder of record of stock of the Corporation entitled to vote
at such meeting and intends to appear in person or by a qualified representative
at the meeting to propose such business; (E) if the stockholder intends to
solicit proxies in support of such stockholder's proposals, a representation to
that effect; and (F) as to the stockholder giving the notice and any beneficial
owner on whose behalf the nomination or proposal is made, (1) the name and
address of such stockholder, as it appears on the Corporation's books, and of
such beneficial owner and (2) the class and number of shares of the Corporation
which are owned beneficially and of record by such stockholder and such
beneficial owner. If such stockholder does not appear or send a qualified
representative to present such proposal at such annual meeting, the Corporation
need not present such proposal for a vote at such meeting, notwithstanding that
proxies in respect of such vote may have been received by the Corporation. The
presiding officer of any annual meeting of stockholders shall refuse to permit
any business proposed by a stockholder to be brought before such annual meeting
without compliance with the foregoing procedures or if the stockholder solicits
proxies in support of such stockholder's proposal without such stockholder
having made the representation required by clause (E) above.

                  (b) Special Meetings of Stockholders. (i) Only such business
as shall have been brought before the special meeting of the stockholders
pursuant to the Corporation's notice of meeting pursuant to Section 1.02 of
these By-Laws shall be conducted at such meeting.

                  (ii) In the event that Directors are to be elected at a
special meeting of stockholders pursuant to the Corporation's notice of meeting,
nominations of persons for


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election to the Board of Directors may be made at such special meeting of
stockholders (1) by or at the direction of the Board of Directors or (2) by any
stockholder of the Corporation who is entitled to vote at the meeting, who
complies with the notice procedures set forth in this Section 1.10 and who is a
stockholder of record at the time such notice is delivered to the Secretary of
the Corporation. Nominations by stockholders of persons for election to the
Board of Directors may be made at such special meeting of stockholders if the
stockholder's notice as required by paragraph (a)(ii) of this Section 1.10 shall
be delivered to the Secretary at the principal executive offices of the
Corporation not later than 150 calendar days prior to such special meeting or 10
calendar days following the date on which public announcement of the date of the
special meeting and of the nominees to be elected at such meeting is first made.
In no event shall the adjournment or postponement of a special meeting (or the
public announcement thereof) commence a new time period (or extend any time
period) for the giving of a stockholder's notice as described above.

                  (c) General. (i) Only persons who are nominated in accordance
with the procedures set forth in this Section 1.10 shall be eligible to serve as
Directors and only such business shall be conducted at a meeting of stockholders
as shall have been brought before the meeting in accordance with the procedures
set forth in this Section 1.10. Except as otherwise provided by law, the
Certificate of Incorporation or these By-Laws, the presiding officer of the
meeting shall have the power and duty to determine whether a nomination or any
business proposed to be brought before the meeting was made or proposed in
accordance with the procedures set forth in this Section 1.10 and, if any
proposed nomination or business is not in compliance with this Section 1.10, to
declare that such defective proposal or nomination shall be disregarded.

                  (ii) Nothing in this Section 1.10 shall be deemed to affect
any rights of the holders of any class or series of preferred stock, if any, to
elect Directors if so provided under any applicable preferred stock Certificate
of Designation (as defined in the Certificate of Incorporation).

                  Section 1.11. Inspectors of Elections. (a) Prior to any
meeting of the stockholders, the Board of Directors shall appoint one or more
persons to act as Inspectors of Elections, and may designate one or more
alternate inspectors. If no inspector or alternate is able to act, the person
presiding at the meeting shall appoint one or more inspectors to act at the
meeting. Each inspector, before entering upon the discharge of the duties of an
inspector, shall take and sign an oath faithfully to execute the duties of
inspector with strict impartiality and according to the best of such inspector's
ability. The inspector shall:

                  (i) ascertain the number of shares outstanding and the voting
         power of each;


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                  (ii) determine the shares represented at the meeting and the
         validity of proxies and ballots;

                  (iii) specify the information relied upon to determine the
         validity of electronic transmissions in accordance with Section 1.08
         hereof;

                  (iv)  count all votes and ballots;

                  (v) determine and retain for a reasonable period a record of
         the disposition of any challenges made to any determination by the
         inspectors;

                  (vi) certify such inspector's determination of the number of
         shares represented at the meeting, and such inspector's count of all
         votes and ballots.

                  (b) The inspector may appoint or retain other persons or
entities to assist in the performance of the duties of inspector.

                  (c) When determining the shares represented and the validity
of proxies and ballots, the inspector shall be limited to an examination of the
proxies, any envelopes submitted with those proxies, any proxies provided in
accordance with Section 1.08 of these By-Laws, ballots and the regular books and
records of the Corporation. The inspector may consider other reliable
information for the limited purpose of reconciling proxies and ballots submitted
by or on behalf of banks, brokers or their nominees or a similar person which
represent more votes than the holder of a proxy is authorized by the record
owner to cast or more votes than the stockholder holds of record. If the
inspector considers other reliable information as outlined in this section, the
inspector, at the time of certification pursuant to (a)(vi) of this Section
1.11, shall specify the precise information considered, the person or persons
from whom such information was obtained, when this information was obtained, the
means by which such information was obtained, and the basis for the inspector's
belief that such information is accurate and reliable.

                  Section 1.12. Opening and Closing of Polls. The time for the
opening and the closing of the polls for the matters to be voted upon at a
stockholder meeting shall be announced at the meeting by the presiding officer.
The inspector of the election shall be prohibited from accepting any ballots,
proxies or votes or any revocations thereof or changes thereto after the closing
of the polls, unless the Delaware Court of Chancery upon application by a
stockholder shall determine otherwise.

                  Section 1.13. Confidential Voting. (a) Proxies and ballots
that identify the votes of specific stockholders shall be kept in confidence by
the inspectors of election unless (i) there is an opposing solicitation with
respect to the election or removal of


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Directors, (ii) disclosure is required by applicable law, (iii) a stockholder
expressly requests or otherwise authorizes disclosure in relation to such
stockholder's vote, or (iv) the Corporation concludes in good faith that a bona
fide dispute exists as to the authenticity of one or more proxies, ballots or
votes, or as to the accuracy of any tabulation of such proxies, ballots or
votes.

                  (b) The inspectors of election and any authorized agents or
other persons engaged in the receipt, count and tabulation of proxies and
ballots shall be advised of this By-Law and instructed to comply herewith.

                  (c) The inspectors of election shall certify, to the best of
their knowledge based on due inquiry, that proxies and ballots have been kept in
confidence as required by this Section 1.13.

                  Section 1.14. No Stockholder Action by Written Consent. Any
action required or permitted to be taken by the stockholders of the Corporation
must be effected at a duly called annual or special meeting of the stockholders
of the Corporation, and the ability of the stockholders to consent in writing to
the taking of any action is specifically denied.


                                   ARTICLE II

                               BOARD OF DIRECTORS

                  Section 2.01. General Powers. Except as may otherwise be
provided by law, by the Certificate of Incorporation or by these By-Laws, the
property, affairs and business of the Corporation shall be managed by or under
the direction of the Board of Directors and the Board of Directors may exercise
all the powers of the Corporation.

                  Section 2.02. Number of Directors. Subject to the rights of
the holders of any class or series of preferred stock, if any, the number of
Directors shall be fixed from time to time exclusively pursuant to a resolution
adopted by a majority of the entire Board of Directors, but the Board of
Directors shall at no time consist of fewer than three (3) Directors.

                  Section 2.03. Classified Board; Election of Directors. The
Directors of the Corporation, subject to the rights of the holders of shares of
any class or series of preferred stock, shall be classified with respect to the
time for which they severally hold office, into three classes, as nearly equal
in number as possible, one class ('Class I') whose term expires at the 2000
annual meeting stockholders, another class ('Class II')


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whose term expires at the 2001 annual meeting of stockholders, and another class
('Class III') whose term expires at the 2002 annual meeting of stockholders,
with each class to hold office until its successors are elected and qualified.
Except as otherwise provided in Sections 2.12 and 2.13 of these By-Laws, at each
annual meeting of stockholders of the Corporation, and subject to the rights of
the holders of shares of any class or series of preferred stock, the successors
of the class of directors whose term expires at that meeting shall be elected to
hold office for a term expiring at the annual meeting of stockholders held in
the third year following the year of their election.

                  Section 2.04. Annual and Regular Meetings. The annual meeting
of the Board of Directors for the purpose of electing officers and for the
transaction of such other business as may come before the meeting shall be held
as soon as practicable following adjournment of the annual meeting of the
stockholders. Notice of such annual meeting of the Board of Directors need not
be given. The Board of Directors from time to time may by resolution provide for
the holding of regular meetings and fix the place (which may be within or
without the State of Delaware) and the date of such meetings. Notice of regular
meetings need not be given; provided, however, that if the Board of Directors
shall fix or change the time or place of any regular meeting, notice of such
action shall be mailed promptly, or sent by telephone, including a voice
messaging system or other system or technology designed to record and
communicate messages, telegraph, facsimile, electronic mail or other electronic
means, to each Director who shall not have been present at the meeting at which
such action was taken, addressed or transmitted to him or her at such Director's
usual place of business, or shall be delivered or transmitted to him or her
personally. Notice of such action need not be given to any Director who attends
the first regular meeting after such action is taken without protesting the lack
of notice to him or her, prior to or at the commencement of such meeting, or to
any Director who submits a signed waiver of notice, whether before or after such
meeting.

                  Section 2.05. Special Meetings; Notice. Special meetings of
the Board of Directors shall be held whenever called by the Chairman or the
Chief Executive Officer (or, in the event of the Chief Executive Officer's
absence or disability, by the President or any Officer Director) or by the
Secretary pursuant to a resolution approved by a majority of the entire Board of
Directors, at such place (within or without the State of Delaware), date and
hour as may be specified in the respective notices or waivers of notice of such
meetings. Special meetings of the Board of Directors may be called on
twenty-four (24) hours' notice, if notice is given to each Director personally
or by telephone, including a voice messaging system, or other system or
technology designed to record and communicate messages, telegraph, facsimile,
electronic mail or other electronic means, or on five (5) days' notice, if
notice is mailed to each Director, addressed or transmitted to him or her at
such Director's usual place of business or other designated location. Notice of
any special meeting need not be given to any Director who attends such meeting


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without protesting the lack of notice to him or her, prior to or at the
commencement of such meeting, or to any Director who submits a signed waiver of
notice, whether before or after such meeting, and any business may be transacted
thereat.

                  Section 2.06. Quorum; Voting. At all meetings of the Board of
Directors, the presence of a majority of the total number of Directors shall
constitute a quorum for the transaction of business. Except as otherwise
required by law, the vote of a majority of the Directors present at any meeting
at which a quorum is present shall be the act of the Board of Directors.

                  Section 2.07. Adjournment. A majority of the Directors
present, whether or not a quorum is present, may adjourn any meeting of the
Board of Directors to another time or place. No notice need be given of any
adjourned meeting unless the time and place of the adjourned meeting are not
announced at the time of adjournment, in which case notice conforming to the
requirements of Section 2.05 of these By-Laws shall be given to each Director.

                  Section 2.08. Action Without a Meeting. Any action required or
permitted to be taken at any meeting of the Board of Directors may be taken
without a meeting if all members of the Board of Directors consent thereto in
writing, and such writing or writings are filed with the minutes of proceedings
of the Board of Directors.


                  Section 2.09. Regulations; Manner of Acting. To the extent
consistent with applicable law, the Certificate of Incorporation and these
By-Laws, the Board of Directors may adopt such rules and regulations for the
conduct of meetings of the Board of Directors and for the management of the
property, affairs and business of the Corporation as the Board of Directors may
deem appropriate. The Directors shall act only as a Board and the individual
Directors shall have no power as such.

                  Section 2.10. Action by Telephonic Communications. Members of
the Board of Directors may participate in any meeting of the Board of Directors
by means of conference telephone or similar communications equipment by means of
which all persons participating in the meeting can hear each other, and
participation in any meeting pursuant to this provision shall constitute
presence in person at such meeting.

                  Section 2.11. Resignations. Any Director may resign at any
time by delivering a written notice of resignation, signed by such Director, to
the Chairman or the Secretary. Unless otherwise specified therein, such
resignation shall take effect upon delivery.


                                       15

                                                           MetLife, Inc. By-Laws

                  Section 2.12. Removal of Directors. Subject to the rights of
the holders of any class or series of preferred stock, if any, to elect
additional Directors under specified circumstances, any Director may be removed
at any time, but only for cause, upon the affirmative vote of the holders of a
majority of the combined voting power of the then outstanding stock of the
Corporation entitled to vote generally in the election of Directors. Any vacancy
in the Board of Directors caused by any such removal may be filled at such
meeting by the stockholders entitled to vote for the election of the Director so
removed. A Director filling any such vacancy shall be of the same class as that
of the Director whose removal created such vacancy and shall hold office until
such Director's successor shall have been elected and qualified or until such
Director's earlier death, resignation or removal. If such stockholders do not
fill such vacancy at such meeting, such vacancy may be filled in the manner
provided in Section 2.13 of these By-Laws.

                  Section 2.13. Vacancies and Newly Created Directorships.
Subject to the rights of the holders of any class or series of preferred stock,
if any, to elect additional Directors under specified circumstances, and except
as provided in Section 2.12, if any vacancies shall occur in the Board of
Directors, by reason of death, resignation, removal or otherwise, or if the
authorized number of Directors shall be increased pursuant to Section 2.02
hereof, the Directors then in office shall continue to act, and such vacancies
and newly created directorships may be filled by a majority of the Directors
then in office, although less than a quorum. Any Director filling a vacancy
shall be of the same class as that of the Director whose death, resignation,
removal or other event caused the vacancy, and any Director filling a newly
created directorship shall be of the class specified by the Board of Directors
at the time the newly created directorships were created. A Director elected to
fill a vacancy or a newly created directorship shall hold office until such
Director's successor has been elected and qualified or until such Director's
earlier death, resignation or removal.

                  Section 2.14. Compensation. The amount, if any, which each
Director shall be entitled to receive as compensation for such Director's
services as such shall be fixed from time to time by the Board of Directors.

                  Section 2.15. Reliance on Accounts and Reports, etc. A
Director, and any member of any committee designated by the Board of Directors
shall, in the performance of such Director's duties, be fully protected in
relying in good faith upon the records of the Corporation and upon information,
opinions, reports or statements presented to the Corporation by any of the
Corporation's officers or employees, or committees designated by the Board of
Directors, or by any other person as to the matters the member reasonably
believes are within such other person's professional or expert competence and
who has been selected with reasonable care by or on behalf of the Corporation.


                                       16

                                                           MetLife, Inc. By-Laws

                                   ARTICLE III

                                BOARD COMMITTEES

                  Section 3.01. How Constituted. The Board of Directors may
designate one or more Committees, including an Executive Committee, an Audit
Committee, a Compensation Committee, a Nominating and Corporate Governance
Committee and a Corporate Social Responsibility Committee, each such Committee
to consist of such number of Directors as from time to time may be fixed by the
Board of Directors. Thereafter, members of each such Committee may be designated
from time to time by the Board of Directors. Any such Committee may be abolished
or re-designated from time to time by the Board of Directors.

                  Section 3.02. Committee Powers. (a) Executive Committee.
During the intervals between the meetings of the Board of Directors, the
Executive Committee, except as otherwise provided in this section, and subject
to the provisions of the Certificate of Incorporation, shall have and may
exercise the powers and authority of the Board of Directors in the management of
the property, affairs and business of the Corporation, including the power to
declare dividends.

                  (b) Audit Committee. The Audit Committee, except as otherwise
provided in any resolution of the Board of Directors, shall have and may
exercise the authority of the Board of Directors: to recommend to the Board of
Directors the selection of the Corporation's independent certified public
accountants; to review the scope, plans and results relating to the internal and
external audits of the Corporation and its financial statements; to review the
financial condition of the Corporation; to monitor and evaluate the integrity of
the Corporation's financial reporting processes and procedures; to assess the
significant business and financial risks and exposures of the Corporation and to
evaluate the adequacy of the Corporation's internal controls in connection with
such risks and exposures, including, but not limited to, accounting and audit
controls over cash, securities, receipts, disbursements and other financial
transactions; and to review the Corporation's policies on ethical business
conduct and monitor compliance therewith.

                  (c) Compensation Committee. The Compensation Committee, except
as otherwise provided in any resolution of the Board of Directors, shall have
and may exercise all the authority of the Board of Directors with respect to
compensation, benefits and personnel administration of the employees of the
Corporation; shall nominate persons for election or appointment by the Board of
Directors of all principal officers (as determined by the Committee) and such
other officers as the Committee may determine to elect or appoint as officers;
shall evaluate the performance and recommend to the Board of Directors the
compensation of such principal officers and such other officers as


                                       17

                                                           MetLife, Inc. By-Laws

the Committee may determine; may elect or appoint officers as provided in
Sections 4.01 and 4.02 of these By-Laws; and may recommend to the Board of
Directors any plan to issue options for the purchase of shares of the
Corporation's stock to its officers or employees and those of its subsidiaries.

                  (d) Nominating and Corporate Governance Committee. The
Nominating and Corporate Governance Committee, except as otherwise provided in
any resolution of the Board of Directors, shall make recommendations to the
Board of Directors with respect to electing Directors and filling vacancies on
the Board of Directors, shall review and make recommendations to the Board of
Directors with respect to the organization, structure, size, composition and
operation of the Board of Directors and its Committees, including, but not
limited to, the compensation for non-employee directors, may recommend to the
Board of Directors any plan to issue options for the purchase of shares of the
Corporation's stock to its non-employee directors, and shall review and make
recommendations with respect to other corporate governance matters and matters
that relate to the Corporation's status as a publicly-traded company.

                  (e) Corporate Social Responsibility Committee. The Corporate
Social Responsibility Committee, except as otherwise provided in any resolution
of the Board of Directors, shall exercise general supervision of the
Corporation's charitable contributions, public benefit programs, and other
corporate responsibility matters.

                  (f) Other Committees. Each other Committee, except as
otherwise provided in this section, shall have and may exercise such powers of
the Board of Directors as may be provided by resolution or resolutions of the
Board of Directors.

                  (g) Limitations on Committee Authority. None of the Executive
Committee, the Audit Committee, the Compensation Committee, the Nominating and
Corporate Governance Committee, the Corporate Social Responsibility Committee or
any such other Committee shall have the power or authority:

                  (i) to approve, adopt or recommend to the stockholders, any
         action or matter expressly required by applicable law, the Certificate
         of Incorporation or the rules of any exchange on which the shares of
         the Corporation are traded, to be submitted to stockholders for
         approval; or

                  (ii) to adopt, amend or repeal the By-Laws of the Corporation.

The Executive Committee shall have, and any such other Committee may be granted
by the Board of Directors, power to authorize the seal of the Corporation to be
affixed to any or all papers which may require it.

                                       18

                                                           MetLife, Inc. By-Laws

                  Section 3.03. Proceedings. Each Committee may, subject to
approval of the Board of Directors, adopt a charter specifying its scope of
responsibility and may fix its own rules of procedure and may meet at such place
(within or without the State of Delaware), at such time and upon such notice, if
any, as it shall determine from time to time. Each Committee shall keep minutes
of its proceedings and shall report such proceedings to the Board of Directors
at the meeting of the Board of Directors next following any such proceedings.

                  Section 3.04. Quorum and Manner of Acting. Except as may be
otherwise provided in the resolution creating such Committee, at all meetings of
any Committee the presence of members constituting a majority of the total
membership of such Committee shall constitute a quorum for the transaction of
business. The act of the majority of the members present at any meeting at which
a quorum is present shall be the act of such Committee. Any action required or
permitted to be taken at any meeting of any such Committee may be taken without
a meeting, if all members of such Committee shall consent to such action in
writing and such writing or writings are filed with the minutes of the
proceedings of the Committee. The members of any such Committee shall act only
as a Committee, and the individual members of such Committee shall have no power
as such.

                  Section 3.05. Action by Telephonic Communications. Members of
any Committee designated by the Board of Directors may participate in a meeting
of such Committee by means of conference telephone or similar communications
equipment by means of which all persons participating in the meeting can hear
each other, and participation in a meeting pursuant to this provision shall
constitute presence in person at such meeting.

                  Section 3.06. Resignations. Any member of any Committee may
resign at any time by delivering a written notice of resignation, signed by such
member, to the Chairman or the President. Unless otherwise specified therein,
such resignation shall take effect upon delivery.

                  Section 3.07. Removal. Any member of any Committee may be
removed from the position as a member of such Committee at any time, either for
or without cause, by resolution adopted by a majority of the whole Board of
Directors.

                  Section 3.08. Vacancies. If any vacancy shall occur in any
Committee, by reason of death, resignation, removal or otherwise, the remaining
members shall continue to act, and any such vacancy may be filled by the Board
of Directors.


                                       19

                                                           MetLife, Inc. By-Laws

                                   ARTICLE IV

                                    OFFICERS

                  Section 4.01. Number. The officers of the Corporation shall be
elected by the Board of Directors and shall be a Chairman, Chief Executive
Officer, President, one or more Vice Presidents, a Chief Financial Officer, a
Secretary, a Treasurer, a Controller and a General Counsel. The Board of
Directors may appoint such other officers as it may deem appropriate, provided
that officers of the rank of Vice-President and below may be appointed by the
Compensation Committee. Such other officers shall exercise such powers and
perform such duties as may be determined from time to time by the Board of
Directors, Chief Executive Officer or President. Any number of offices may be
held by the same person. No officer, other than the Chairman, need be a Director
of the Corporation.

                  Section 4.02. Election. Unless otherwise determined by the
Board of Directors, the officers of the Corporation shall be elected by the
Board of Directors at the annual meeting of the Board of Directors, and shall be
elected to hold office until the next succeeding annual meeting of the Board of
Directors. In the event of the failure to elect officers at such meeting,
officers may be elected at any regular or special meeting of the Board of
Directors. Officers of the rank of Vice-President and below may be elected by
the Compensation Committee. Each officer shall hold office until such officer's
successor has been elected and qualified, or until such officer's earlier death,
resignation or removal.

                  Section 4.03. Salaries. The salaries of all principal officers
(as determined by the Board of Directors) of the Corporation shall be fixed by
the Board of Directors.

                  Section 4.04. Removal and Resignation; Vacancies. Any officer
may be removed for or without cause at any time by the Board of Directors. Any
officer may resign at any time by delivering a written notice of resignation,
signed by such officer, to the Board of Directors or the Chief Executive
Officer. Unless otherwise specified therein, such resignation shall take effect
upon delivery. Any vacancy occurring in any office of the Corporation by death,
resignation, removal or otherwise, shall be filled by the Board of Directors.

                  Section 4.05. Authority and Duties of Officers. The officers
of the Corporation shall have such authority and shall exercise such powers and
perform such duties as may be specified in these By-Laws, except that in any
event each officer shall exercise such powers and perform such duties as may be
required by law.


                                       20

                                                           MetLife, Inc. By-Laws

                  Section 4.06. The Chairman. The Directors shall elect from
among the members of the Board of Directors a Chairman of the Board. The
Chairman shall have such duties and powers as set forth in these By-Laws or as
shall otherwise be conferred upon the Chairman from time to time by the Board of
Directors. The Chairman shall preside over all meetings of the Stockholders and
the Board of Directors.

                  Section 4.07. The Chief Executive Officer. The Chief Executive
Officer shall have general control and supervision of the policies and
operations of the Corporation. He or she shall manage and administer the
Corporation's business and affairs and shall also perform all duties and
exercise all powers usually pertaining to the office of a chief executive
officer of a corporation. The Chief Executive Officer shall perform such other
duties and have such other powers as the Board of Directors may from time to
time prescribe.

                  Section 4.08. The President. The President, subject to the
authority of the Chief Executive Officer (if the President is not the Chief
Executive Officer), shall have primary responsibility for, and authority with
respect to, the management of the day-to-day business and affairs of the
Corporation, to the extent prescribed by the Chief Executive Officer. The
President shall perform such other duties and have such other powers as the
Board of Directors or (if the President is not the Chief Executive Officer) the
Chief Executive Officer may from time to time prescribe.

                  Section 4.09. Absence or Disability of the Chief Executive
Officer. In the event of the absence of the Chief Executive Officer or in the
event of the Chief Executive Officer's inability to act, the officer, if any,
designated by resolution of the Board of Directors (or in the event there is
more than one such designated officer, then in the order of designation) shall
perform the duties of the Chief Executive Officer, and when so acting, shall
have all the powers and be subject to all the restrictions of the Chief
Executive Officer.

                  Section 4.10. Vice Presidents. The Vice Presidents shall have
such designations and shall perform such other duties and have such powers as
the Board of Directors, the Chief Executive Officer or the President may from
time to time prescribe.

                  Section 4.11. The Secretary. The Secretary shall keep or cause
to be kept a record of all the proceedings of the meetings of the stockholders
and of the Board of Directors, and shall cause all notices to be duly given in
accordance with the provisions of these By-Laws and as required by law. The
Secretary shall be the custodian of the records and of the seal of the
Corporation and cause such seal (or a facsimile thereof) to be affixed to
instruments when appropriate. The Secretary shall perform, in general, all
duties incident to the office of secretary and such other duties as may be
specified in these


                                       21

                                                           MetLife, Inc. By-Laws

By-Laws or as may be assigned to him or her from time to time by the Board of
Directors, the Chief Executive Officer or the President.

                  Section 4.12. The Chief Financial Officer. The Chief Financial
Officer shall be the principal financial officer of the Corporation and shall
have responsibility for the financial affairs of the Corporation. The Chief
Financial Officer shall perform such other duties and exercise such other powers
as are normally incident to the office of chief financial officer and as may be
prescribed by the Board of Directors, the Chief Executive Officer or the
President.

                  Section 4.13. The Treasurer. The Treasurer shall have charge
and supervision over and be responsible for the moneys, securities, receipts and
disbursements of the Corporation, and shall keep or cause to be kept full and
accurate records of all receipts of the Corporation, and shall cause the moneys
and other valuable effects of the Corporation to be deposited in the name and to
the credit of the Corporation. The Treasurer shall cause the moneys of the
Corporation to be disbursed by checks or drafts upon the authorized depositaries
of the Corporation and cause to be taken and preserved proper vouchers for all
moneys disbursed. The Treasurer shall perform, in general, all duties incident
to the office of treasurer and such other duties as may be specified in these
By-Laws or as may be assigned to him or her from time to time by the Board of
Directors, the Chief Executive Officer, the President or the Chief Financial
Officer.

                  Section 4.14. The Controller. The Controller shall keep or
cause to be kept correct records of the business and transactions of the
Corporation. The Controller shall perform such other duties and exercise such
other powers as are normally incident to the office of controller and as may be
prescribed by the Board of Directors, the Chief Executive Officer or the
President.

                  Section 4.15. The General Counsel. The General Counsel shall
have responsibility for the legal affairs of the Corporation. The General
Counsel shall perform such other duties and exercise such other powers as are
normally incident to the office of general counsel and as may be prescribed by
the Board of Directors, the Chief Executive Officer or the President.

                  Section 4.16. Additional Officers. The Board of Directors from
time to time may delegate to any officer the power to appoint subordinate
officers and to prescribe their respective rights, terms of office, authorities
and duties. Any such officer may remove any such subordinate officer appointed
by him or her, for or without cause, but such removal shall be without prejudice
to the contractual rights of such subordinate officer or agent, if any, with the
Corporation.


                                       22

                                                           MetLife, Inc. By-Laws

                  Section 4.17. Security. The Board of Directors may require any
officer, agent or employee of the Corporation to provide security for the
faithful performance of such officer's, agent's or employee's duties, in such
amount and of such character as may be determined from time to time by the Board
of Directors.


                                    ARTICLE V

                                  CAPITAL STOCK

                  Section 5.01. Certificates of Stock, Uncertificated Shares.
The shares of the Corporation may be either represented by certificates or
uncertificated shares, provided that the Board of Directors may provide by
resolution or resolutions that some or all of any or all classes or series of
the stock of the Corporation shall be uncertificated shares. Any resolution of
the Board of Directors providing for uncertificated shares shall not apply to
shares represented by a certificate until such certificate is surrendered to the
Corporation. Notwithstanding the adoption of such resolution by the Board of
Directors, every holder of stock represented by certificates and, upon request,
every holder of uncertificated shares shall be entitled to have a certificate
signed by, or in the name of, the Corporation, (i) by the Chief Executive
Officer, the President or a Vice President, and (ii) by the Chief Financial
Officer, the Treasurer, an Assistant Treasurer, the Secretary or an Assistant
Secretary, representing the number of shares registered in certificate form.
Such certificate shall be in such form as the Board of Directors may determine,
to the extent consistent with applicable law, the Certificate of Incorporation
and these By-Laws.

                  Section 5.02. Signatures; Facsimile. All of such signatures on
the certificate referred to in Section 5.01 of these By-Laws may be a facsimile,
engraved or printed, to the extent permitted by law. In case any officer,
transfer agent or registrar who has signed, or whose facsimile signature has
been placed upon a certificate representing shares of the Corporation shall have
ceased to be such officer, transfer agent or registrar before such certificate
is issued, it may be issued by the Corporation with the same effect as if he or
she were such officer, transfer agent or registrar at the date of issue.

                  Section 5.03. Lost, Stolen or Destroyed Certificates. The
Board of Directors may direct that a new certificate be issued in place of any
certificate theretofore issued by the Corporation alleged to have been lost,
stolen or destroyed, upon delivery to the Board of Directors of an affidavit of
the owner or owners of such certificate, setting forth such allegation. The
Board of Directors may require the owner of such lost, stolen or destroyed
certificate, or such owner's legal representative, to give the Corporation a
bond sufficient to indemnify it against any claim that may be made against it on
account


                                       23

                                                           MetLife, Inc. By-Laws

of the alleged loss, theft or destruction of any such certificate or the
issuance of any such new certificate.

                  Section 5.04. Transfer of Stock. Upon surrender to the
Corporation or the transfer agent of the Corporation of a certificate for
shares, duly endorsed or accompanied by appropriate evidence of succession,
assignment or authority to transfer, the Corporation shall issue a new
certificate to the person entitled thereto, cancel the old certificate and
record the transaction upon its books. Within a reasonable time after the
transfer of uncertificated stock, the Corporation shall send to the registered
owner thereof a written notice containing the information required to be set
forth or stated on certificates pursuant to Sections 151, 156, 202(a) or 218(a)
of the General Corporation Law of the State of Delaware. Subject to the
provisions of the Certificate of Incorporation and these By-Laws, the Board of
Directors may prescribe such additional rules and regulations as it may deem
appropriate relating to the issue, transfer and registration of shares of the
Corporation.

                  Section 5.05. Record Date. (a) Stockholders Meetings. In order
to determine the stockholders entitled to notice of or to vote at any meeting of
stockholders or any adjournment thereof, the Board of Directors may fix, in
advance, a record date, which record date shall not precede the date on which
the resolution fixing the record date is adopted by the Board of Directors, and
which shall not be more than sixty (60) nor less than ten (10) days before the
date of such meeting. A determination of stockholders of record entitled to
notice of or to vote at a meeting of stockholders shall apply to any adjournment
of the meeting; provided, however, that the Board of Directors may fix a new
record date for the adjourned meeting. If no record date is fixed, the record
date for determining stockholders for any such purpose shall be the close of
business on the day next preceding the day on which notice of the meeting is
given, or, if notice is waived, at the close of business on the day next
preceding the day on which the meeting is held.

                  (b) Dividends and Other Distributions. In order that the
Corporation may determine the stockholders entitled to receive payment of any
dividend or other distribution or allotment of any rights of the stockholders
entitled to exercise any rights in respect of any change, conversion or exchange
of stock, or for the purpose of any other lawful action, the Board of Directors
may fix a record date, which record date shall not precede the date upon which
the resolution fixing the record date is adopted, and which record date shall be
not more than sixty (60) days prior to such action. If no record date is fixed,
the record date for determining stockholders for any such purpose shall be at
the close of business on the day on which the Board of Directors adopts the
resolution relating thereto.

                  Section 5.06. Registered Stockholders. Prior to due surrender
of a certificate for registration of transfer, the Corporation may treat the
registered owner as


                                       24

                                                           MetLife, Inc. By-Laws

the person exclusively entitled to receive dividends and other distributions, to
vote, to receive notice and otherwise to exercise all the rights and powers of
the owner of the shares represented by such certificate, and the Corporation
shall not be bound to recognize any equitable or legal claim to or interest in
such shares on the part of any other person, whether or not the Corporation
shall have notice of such claim or interests. Whenever any transfer of shares
shall be made for collateral security, and not absolutely, it shall be so
expressed in the entry of the transfer if, when the certificates are presented
to the Corporation for transfer or uncertificated shares are requested to be
transferred, both the transferor and transferee request the Corporation to do
so.

                  Section 5.07. Transfer Agent and Registrar. The Board of
Directors may appoint one or more transfer agents and one or more registrars,
and may require all certificates representing shares to bear the signature of
any such transfer agents or registrars.


                                   ARTICLE VI

                                 INDEMNIFICATION

                  Section 6.01. Nature of Indemnity. The Corporation shall
indemnify any person who was or is a party or is threatened to be made a party
to any threatened, pending or completed action, suit or proceeding (a
'Proceeding'), whether civil, criminal, administrative or investigative, by
reason of the fact that he or she is or was or has agreed to become a director
or officer of the Corporation, or is or was serving or has agreed to serve at
the request of the Corporation as a director or officer, of another corporation,
partnership, joint venture, trust or other entity, or by reason of any action
alleged to have been taken or omitted in such capacity, against expenses
(including attorneys' fees), judgments, fines and amounts paid in settlement
actually and reasonably incurred by him or her or on his or her behalf in
connection with such action, suit or proceeding and any appeal therefrom, if he
or she acted in good faith and in a manner he or she reasonably believed to be
in or not opposed to the best interests of the Corporation and, with respect to
any criminal action or proceeding, had no reasonable cause to believe that his
or her conduct was unlawful; except that in the case of an action or suit by or
in the name of the Corporation to procure a judgment in its favor (1) such
indemnification shall be limited to expenses (including attorneys' fees)
actually and reasonably incurred by such person in the defense or settlement of
such action or suit, and (2) no indemnification shall be made in respect of any
claim, issue or matter as to which such person shall have been adjudged to be
liable to the Corporation unless and only to the extent that the Delaware Court
of Chancery or the court in which such action or suit was brought shall
determine upon application that, despite the adjudication of liability but in
view of all the circumstances of the case, such person is fairly and reasonably
entitled to indemnity for such expenses


                                       25

                                                           MetLife, Inc. By-Laws

which the Delaware Court of Chancery or such other court shall deem proper.
Notwithstanding the foregoing, but subject to Section 6.05 of these By-Laws, the
Corporation shall not be obligated to indemnify a director or officer of the
Corporation in respect of a Proceeding (or such part thereof) instituted by such
director or officer, unless such Proceeding (or such part thereof) has been
authorized by the Board of Directors.

                  The termination of any action, suit or proceeding by judgment,
order, settlement, conviction, or upon a plea of nolo contendere or its
equivalent, shall not, of itself, create a presumption that the person did not
act in good faith and in a manner which he or she reasonably believed to be in
or not opposed to the best interests of the Corporation, and, with respect to
any criminal action or proceeding, had reasonable cause to believe that his or
her conduct was unlawful.

                  Section 6.02. Determination that Indemnification is Proper.
Unless ordered by a court, no indemnification of a present or former director or
officer of the Corporation under Section 6.01 hereof (unless ordered by a court)
shall be made by the Corporation if a determination is made that indemnification
of the present or former director or officer is not proper in the circumstances
because he or she has not met the applicable standard of conduct set forth in
Section 6.01 hereof.

                  Section 6.03. Advance Payment of Expenses. Expenses (including
attorneys' fees) incurred by a director or officer in defending any civil,
criminal, administrative or investigative action, suit or proceeding shall be
paid by the Corporation in advance of the final disposition of such action, suit
or proceeding upon receipt of an undertaking by or on behalf of the director or
officer to repay such amount with interest, as determined by the Corporation, if
it shall ultimately be determined that such person is not entitled to be
indemnified by the Corporation as authorized in this Article. Such expenses
(including attorneys' fees) incurred by former directors and officers may be so
paid upon such terms and conditions, if any, as the Corporation deems
appropriate. The Board of Directors may authorize the Corporation's counsel to
represent such director or officer in any action, suit or proceeding, whether or
not the Corporation is a party to such action, suit or proceeding.

                  Section 6.04. Procedure for Indemnification of Directors and
Officers. Any indemnification of a director or officer of the Corporation under
Section 6.01, or advance of costs, charges and expenses to a director or officer
under Section 6.04 of these By-Laws, shall be made promptly, and in any event
within thirty (30) days, upon the written request of the director or officer. If
a determination by the Corporation that the director or officer is entitled to
indemnification pursuant to this Article VI is required, and the Corporation
fails to respond within sixty (60) days to a written request for indemnity, the
Corporation shall be deemed to have approved such request. If the Corporation
denies a written request for indemnity or advancement of expenses, in whole


                                       26

                                                           MetLife, Inc. By-Laws

or in part, or if payment in full pursuant to such request is not made within
thirty (30) days, the right to indemnification or advances as granted by this
Article VI shall be enforceable by the director or officer in any court of
competent jurisdiction. Such person's costs and expenses incurred in connection
with successfully establishing such person's right to indemnification or
advances, in whole or in part, in any such action shall also be indemnified by
the Corporation. It shall be a defense to any such action (other than an action
brought to enforce a claim for the advance of costs, charges and expenses under
Section 6.03 of these By-Laws where the required undertaking, if any, has been
tendered to the Corporation) that the claimant has not met the standard of
conduct set forth in Section 6.01 of these By-Laws, but the burden of proving
such defense shall be on the Corporation. Neither the failure of the Corporation
(including its Board of Directors, its independent legal counsel, and its
stockholders) to have made a determination prior to the commencement of such
action that indemnification of the claimant is proper in the circumstances
because he or she has met the applicable standard of conduct set forth in
Section 6.01 of these By-Laws, nor the fact that there has been an actual
determination by the Corporation (including its Board of Directors, its
independent legal counsel, and its stockholders) that the claimant has not met
such applicable standard of conduct, shall be a defense to the action or create
a presumption that the claimant has not met the applicable standard of conduct.

                  Section 6.05. Survival; Preservation of Other Rights. The
foregoing indemnification and advancement provisions shall be deemed to be a
contract between the Corporation and each director or officer who serves in any
such capacity at any time while these provisions as well as the relevant
provisions of the General Corporation Law of the State of Delaware are in effect
and any repeal or modification thereof shall not affect any right or obligation
then existing with respect to any state of facts then or previously existing or
any action, suit or proceeding previously or thereafter brought or threatened
based in whole or in part upon any such state of facts. Such a 'contract right'
may not be modified retroactively without the consent of such director or
officer.

                  The indemnification and advancement provided by this Article
VI shall not be deemed exclusive of any other rights to which those indemnified
may be entitled under any by-law, agreement, vote of stockholders or
disinterested Directors or otherwise, both as to action in such person's
official capacity and as to action in another capacity while holding such
office, and, once an event has occurred with respect to which a Director or
Officer is or may be entitled to indemnification under this Article, such
entitlement shall continue as to a person who has ceased to be a director or
officer and shall inure to the benefit of the heirs, executors and
administrators of such a person.

                  Section 6.06. Insurance. The Corporation may purchase and
maintain insurance on behalf of any person who is or was or has agreed to become
a director or officer of the Corporation, or is or was serving at the request of
the Corporation as a


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director or officer of another corporation, partnership, joint venture, trust or
other entity against any liability asserted against such person and incurred by
such person or on such person's behalf in any such capacity, or arising out of
such person's status as such, whether or not the Corporation would have the
power to indemnify him or her against such liability under the provisions of
this Article VI; provided that such insurance is available on acceptable terms,
which determination shall be made by the Chief Executive Officer.

                  Section 6.07. Severability. If this Article VI or any portion
hereof shall be invalidated on any ground by any court of competent
jurisdiction, then the Corporation shall nevertheless indemnify each director or
officer as to costs, charges and expenses (including attorneys' fees),
judgments, fines and amounts paid in settlement with respect to any action, suit
or proceeding, whether civil, criminal, administrative or investigative,
including an action by or in the right of the Corporation, to the fullest extent
permitted by any applicable portion of this Article VI that shall not have been
invalidated and to the fullest extent permitted by applicable law.

                                   ARTICLE VII

                                     OFFICES

                  Section 7.01. Registered Office. The registered office of the
Corporation in the State of Delaware shall be located at Corporation Trust
Center, 1209 Orange Street in the City of Wilmington, County of New Castle.

                  Section 7.02. Other Offices. The Corporation may maintain
offices or places of business at such other locations within or without the
State of Delaware as the Board of Directors may from time to time determine or
as the business of the Corporation may require.


                                  ARTICLE VIII

                               GENERAL PROVISIONS

                  Section 8.01. Dividends. Subject to any applicable provisions
of law and the Certificate of Incorporation, dividends upon the shares of the
Corporation may be declared by the Board of Directors at any regular or special
meeting of the Board of Directors and any such dividend may be paid in cash,
property or shares of the Corporation's capital stock.


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                  A member of the Board of Directors, or a member of any
committee designated by the Board of Directors shall be fully protected in
relying in good faith upon the records of the Corporation and upon such
information, opinions, reports or statements presented to the Corporation by any
of its officers or employees, or committees of the Board of Directors, or by any
other person as to matters the Director reasonably believes are within such
other person's professional or expert competence and who has been selected with
reasonable care by or on behalf of the Corporation, as to the value and amount
of the assets, liabilities and/or net profits of the Corporation, or any other
facts pertinent to the existence and amount of surplus or other funds from which
dividends might properly be declared and paid.

                  Section 8.02. Reserves. There may be set aside out of any
funds of the Corporation available for dividends such sum or sums as the Board
of Directors from time to time, in its absolute discretion, thinks proper as a
reserve or reserves to meet contingencies, or for equalizing dividends, or for
repairing or maintaining any property of the Corporation or for such other
purpose as the Board of Directors shall think conducive to the interests of the
Corporation, and the Board of Directors may similarly modify or abolish any such
reserve.

                  Section 8.03. Execution of Instruments. The Chief Executive
Officer, the President, any Vice President, the Secretary, the Chief Financial
Officer or the Treasurer may enter into any contract or execute and deliver any
instrument in the name and on behalf of the Corporation. The Board of Directors
or the Chief Executive Officer may authorize any other officer or agent to enter
into any contract or execute and deliver any instrument in the name and on
behalf of the Corporation. Any such authorization may be general or limited to
specific contracts or instruments.

                  Section 8.04. Corporate Indebtedness. No loan shall be
contracted on behalf of the Corporation, and no evidence of indebtedness shall
be issued in its name, unless authorized by the Board of Directors, the Chief
Executive Officer or the Chief Financial Officer. Such authorization may be
general or confined to specific instances. Loans so authorized may be effected
at any time for the Corporation from any bank, trust company or other
institution, or from any firm, corporation or individual. All bonds, debentures,
notes and other obligations or evidences of indebtedness of the Corporation
issued for such loans shall be made, executed and delivered as the Board of
Directors, the Chief Executive Officer or the Chief Financial Officer shall
authorize. When so authorized by the Board of Directors, the Chief Executive
Officer or the Chief Financial Officer, any part of or all the properties,
including contract rights, assets, business or good will of the Corporation,
whether then owned or thereafter acquired, may be mortgaged, pledged,
hypothecated or conveyed or assigned in trust as security for the payment of
such bonds, debentures, notes and other obligations or evidences of


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indebtedness of the Corporation, and of the interest thereon, by instruments
executed and delivered in the name of the Corporation.

                  Section 8.05. Deposits. Any funds of the Corporation may be
deposited from time to time in such banks, trust companies or other depositaries
as may be determined by the Board of Directors, the Chief Executive Officer, the
Treasurer or the Chief Financial Officer or by such officers or agents as may be
authorized by the Board of Directors or the Chief Executive Officer, the
Treasurer or the Chief Financial Officer to make such determination.

                  Section 8.06. Checks. All checks or demands for money and
notes of the Corporation shall be signed by such officer or officers or such
agent or agents of the Corporation, and in such manner, as the Board of
Directors or the Chief Executive Officer from time to time may determine.

                  Section 8.07. Sale, Transfer, etc. of Securities. To the
extent authorized by the Board of Directors or by the Chief Executive Officer,
the President, any Vice President, the Secretary, the Chief Financial Officer or
the Treasurer or any other officers designated by the Board of Directors or the
Chief Executive Officer may sell, transfer, endorse, and assign any shares of
stock, bonds or other securities owned by or held in the name of the
Corporation, and may make, execute and deliver in the name of the Corporation,
under its corporate seal (if required), any instruments that may be appropriate
to effect any such sale, transfer, endorsement or assignment.

                  Section 8.08. Voting as Stockholder. Unless otherwise
determined by resolution of the Board of Directors, the Chief Executive Officer,
the President or any Vice President shall have full power and authority on
behalf of the Corporation to attend any meeting of stockholders of any
corporation in which the Corporation may hold stock, and to act, vote (or
execute proxies to vote) and exercise in person or by proxy all other rights,
powers and privileges incident to the ownership of such stock. Such officers
acting on behalf of the Corporation shall have full power and authority to
execute any instrument expressing consent to or dissent from any action of any
such corporation without a meeting. The Board of Directors may by resolution
from time to time confer such power and authority upon any other person or
persons.

                  Section 8.09. Fiscal Year. The fiscal year of the Corporation
shall commence on the first day of January of each year (except for the
Corporation's first fiscal year which shall commence on the date of
incorporation) and shall terminate in each case on December 31.

                  Section 8.10. Seal. The seal of the Corporation shall be
circular in form and shall contain the name of the Corporation, the year of its
incorporation and the words


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'Corporate Seal' and 'Delaware'. The form of such seal shall be subject to
alteration by the Board of Directors. The seal may be used by causing it or a
facsimile thereof to be impressed, affixed or reproduced, or may be used in any
other lawful manner.

                                   ARTICLE IX

                              AMENDMENT OF BY-LAWS

                  Section 9.01. Amendment. These By-Laws may be amended, altered
or repealed:

                  (a) by resolution adopted by a majority of the Board of
         Directors at any special or regular meeting of the Board of Directors
         if, in the case of such special meeting only, notice of such amendment,
         alteration or repeal is contained in the notice or waiver of notice of
         such meeting; or

                  (b) at any regular or special meeting of the stockholders upon
         the affirmative vote of the holders of three-fourths (3/4) or more of
         the combined voting power of the outstanding shares of the Corporation
         entitled to vote generally in the election of Directors if, in the case
         of such special meeting only, notice of such amendment, alteration or
         repeal is contained in the notice or waiver of notice of such meeting.



                                    ARTICLE X

                                  CONSTRUCTION

                  Section 10.01. Construction. In the event of any conflict
between the provisions of these By-Laws as in effect from time to time and the
provisions of the Certificate of Incorporation of the Corporation as in effect
from time to time, the provisions of such Certificate of Incorporation shall be
controlling.


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