Certificate of Incorporation - MetLife Inc.



                              AMENDED AND RESTATED
                          CERTIFICATE OF INCORPORATION

                                       OF

                                  METLIFE, INC.

                                    ARTICLE I

                               NAME OF CORPORATION

           The name of the corporation is MetLife, Inc. (the 'Corporation').

                                   ARTICLE II

                                REGISTERED OFFICE

           The Corporation's registered office in the State of Delaware is at
1209 Orange Street, City of Wilmington, County of New Castle, Delaware. The name
of its registered agent at such address is The Corporation Trust Company.

                                   ARTICLE III

                                     PURPOSE

           The nature of the business of the Corporation and its purpose is to
engage in any lawful act or activity for which corporations may be engaged under
the General Corporation Law of the State of Delaware.

                                   ARTICLE IV

                                      STOCK

           SECTION 1. AUTHORIZED STOCK. The aggregate number of shares of stock
that the Corporation shall have authority to issue is three billion
(3,000,000,000) shares of Common Stock, par value $.01 per share (the 'Common
Stock'), and two hundred million (200,000,000) shares of Preferred Stock, par
value $.01 per share (the 'Preferred Stock'). Subject to the rights of the
holders of any class or series of Preferred Stock or Common Stock provided by
this Certificate of Incorporation, or otherwise by law, the number of
authorized shares of the Common Stock and the Preferred Stock or any other


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class of stock may be increased or decreased (but not below the number of shares
thereof then outstanding) by the affirmative vote of the holders of a majority
of the combined voting power of the outstanding shares of stock of the
Corporation entitled to vote thereon, and, irrespective of the provisions of
Section 242(b)(2) of the General Corporation Law of the State of Delaware or any
corresponding provision hereinafter enacted, with such outstanding shares of
Common Stock and other stock considered for this purpose a single class.

           SECTION 2. PREFERRED STOCK. (a) The Preferred Stock may be issued at
any time and from time to time in one or more series. The Board of Directors is
hereby authorized to provide by resolution for the issuance of shares of
Preferred Stock in series and, by filing a certificate of designation containing
such resolution pursuant to the applicable provisions of the General Corporation
Law of the State of Delaware (hereinafter referred to as a 'Preferred Stock
Certificate of Designation'), to establish from time to time the number of
shares to be included in each such series, and to fix the designation, powers,
preferences and rights of shares of each such series and the qualifications,
limitations and restrictions thereof.

           (b) The authority of the Board of Directors with respect to each
series of Preferred Stock shall include, but not be limited to, determination of
the following:

                      (i)        the designation of the series, which may be by
                                 distinguishing number, letter or title;

                      (ii)       the number of shares of the series, which
                                 number the Board of Directors may thereafter
                                 (except where otherwise provided in the
                                 applicable Preferred Stock Certificate of
                                 Designation) increase or decrease (but not
                                 below the number of shares thereof then
                                 outstanding);

                      (iii)      whether dividends, if any, shall be cumulative
                                 or noncumulative and the dividend rate of the
                                 series;

                      (iv)       whether dividends, if any, shall be payable in
                                 cash, in kind or otherwise;

                      (v)        the dates on which dividends, if any, shall be
                                 payable;

                      (vi)       the redemption rights and price or prices, if
                                 any, for shares of the series;


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                      (vii)      the terms and amount of any sinking fund
                                 provided for the purchase or redemption of
                                 shares of the series;

                      (viii)     the amounts payable on shares of the series in
                                 the event of any voluntary or involuntary
                                 liquidation, dissolution or winding up of the
                                 affairs of the Corporation;

                      (ix)       whether the shares of the series shall be
                                 convertible or exchangeable into shares of any
                                 other class or series, or any other security,
                                 of the Corporation or any other corporation,
                                 and, if so, the specification of such other
                                 class or series or such other security, the
                                 conversion or exchange price or prices or rate
                                 or rates, any adjustments thereof, the date or
                                 dates as of which such shares shall be
                                 convertible or exchangeable and all other terms
                                 and conditions upon which such conversion or
                                 exchange may be made;

                      (x)        restrictions on the issuance of shares of the
                                 same series or of any other class or series;
                                 and

                      (xi)       whether or not the holders of the shares of
                                 such series shall have voting rights, in
                                 addition to the voting rights provided by law,
                                 and if so, the terms of such voting rights,
                                 which may provide, among other things and
                                 subject to the other provisions of this
                                 Certificate of Incorporation, that each share
                                 of such series shall carry one vote or more or
                                 less than one vote per share, that the holders
                                 of such series shall be entitled to vote on
                                 certain matters as a separate class (which for
                                 such purpose may be comprised solely of such
                                 series or of such series and one or more other
                                 series or classes of stock of the Corporation)
                                 and that all the shares of such series entitled
                                 to vote on a particular matter shall be deemed
                                 to be voted on such matter in the manner that a
                                 specified portion of the voting power of the
                                 shares of such series or separate class are
                                 voted on such matter.

           (c) The Common Stock shall be subject to the express terms of the
Preferred Stock and any series thereof.

           (d) Except as otherwise required by law, holders of Common Stock, as
such, shall not be entitled to vote on any amendment to this Certificate of
Incorporation that alters or changes the powers, preferences, rights or other
terms of one or more outstanding series of Preferred Stock if the holders of
such affected series are entitled, either separately or together with the
holders of one or more other series of Preferred


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Stock, to vote thereon as a separate class pursuant to this Certificate of
Incorporation or a Preferred Stock Certificate of Designation or pursuant to the
General Corporation Law of the State of Delaware as currently in effect or as
the same may hereafter be amended.

           (e) For purposes hereof and the By-Laws, the term 'Certificate of
Incorporation' includes the Certificate of Incorporation as it may be amended by
a Preferred Stock Certificate of Designation from time to time.

           SECTION 3. VOTING IN ELECTION OF DIRECTORS. Except as may be required
by law or as provided in this Certificate of Incorporation, the Common Stock
shall have the exclusive right to vote for the election of Directors and for all
other purposes, and holders of Preferred Stock shall not be entitled to vote on
any matter or receive notice of any meeting of stockholders. The election of
Directors need not be taken by written ballot.

           SECTION 4. OWNER. The Corporation shall be entitled to treat the
person in whose name any share of its stock is registered as the owner thereof
for all purposes and shall not be bound to recognize any equitable or other
claim to, or interest in, such share on the part of any other person, whether or
not the Corporation shall have notice thereof, except as expressly provided by
applicable law.

           SECTION 5. STOCKHOLDER RIGHTS PLANS. The Board of Directors is hereby
authorized to create and issue, whether or not in connection with the issuance
and sale of any of its stock or other securities or property, rights entitling
the holders thereof to purchase from the Corporation shares of stock or other
securities of the Corporation or any other corporation. The times at which and
the terms upon which such rights are to be issued will be determined by the
Board of Directors and set forth in the contracts or instruments that evidence
such rights. The authority of the Board of Directors with respect to such rights
shall include, but not be limited to, determination of the following:

           (a)        the initial purchase price per share or other unit of the
                      stock or other securities or property to be purchased upon
                      exercise of such rights;

           (b)        provisions relating to the times at which and the
                      circumstances under which such rights may be exercised or
                      sold or otherwise transferred, either together with or
                      separately from any other stock or other securities of the
                      Corporation;

           (c)        provisions which adjust the number or exercise price of
                      such rights, or amount or nature of the stock or other
                      securities or property receivable upon exercise of such
                      rights, in the event of a combination, split or
                      recapitalization of any stock of the Corporation, a change
                      in ownership of the Corporation's stock or other
                      securities or a reorganization, merger,


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                      consolidation, sale of assets or other occurrence relating
                      to the Corporation or any stock of the Corporation, and
                      provisions restricting the ability of the Corporation to
                      enter into any such transaction absent an assumption by
                      the other party or parties thereto of the obligations of
                      the Corporation under such rights;

           (d)        provisions which deny the holder of a specified percentage
                      of the outstanding stock or other securities of the
                      Corporation the right to exercise such rights and/or cause
                      the rights held by such holder to become void;

           (e)        provisions which permit the Corporation to redeem such
                      rights or which prohibit or limit the redemption of such
                      rights; and

           (f)        the appointment of a rights agent with respect to such
                      rights.


                                    ARTICLE V

                                  INCORPORATOR

           The name and mailing address of the incorporator is as follows:

                      Gary A. Beller
                      Metropolitan Life Insurance Company
                      One Madison Avenue
                      New York, New York 10010

                                   ARTICLE VI

                               BOARD OF DIRECTORS;
                          MANAGEMENT OF THE CORPORATION

           SECTION 1. CLASSIFIED BOARD. (a) 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, as shall be provided in the By-Laws of the Corporation, one class
('Class I') whose term expires at the 2000 annual meeting of stockholders,
another class ('Class II') 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. At each annual meeting of stockholders of
the Corporation, the date of which will be fixed pursuant to the By-Laws of the
Corporation, and subject to the rights of the


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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. POLICYHOLDER TRUST. While the Trust (as defined below) is
in existence, each Director shall, in exercising his or her duties as a
director, take the interests of the beneficiaries of the Trust into account as
if they were holders of the shares of Common Stock held therein, except to the
extent that any such Director determines, based on advice of counsel, that to do
so would violate his or her duties as a director under Delaware law. For
purposes of this Section 2, the 'Trust' shall mean the Policyholder Trust
created by the Policyholder Trust Agreement among the Corporation, Metropolitan
Life Insurance Company, Wilmington Trust Company and Chase Mellon Shareholder
Services, L.L.C., dated November 3, 1999, as such may be amended from time to
time.

           SECTION 3. MANAGEMENT OF BUSINESS. The following provisions are
inserted for the management of the business, for the conduct of the affairs of
the Corporation and for the purpose of creating, defining, limiting and
regulating the powers of the Corporation and its directors and stockholders:

           (a)        Subject to the rights of any holders of any series of
                      Preferred Stock, if any, to elect additional Directors
                      under specified circumstances, 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 may remove any Director, but only
                      for cause.

           (b)        Vacancies in the Board of Directors resulting from death,
                      resignation, retirement, disqualification, removal from
                      office or other cause and newly created directorships
                      resulting from any increase in the authorized number of
                      Directors shall be filled in the manner provided in the
                      By-Laws of the Corporation.

           (c)        Advance notice of nominations for the election of
                      Directors shall be given in the manner and to the extent
                      provided in the By-Laws of the Corporation.

           (d)        The election of Directors may be conducted in any manner
                      approved by the officer presiding at a meeting of
                      stockholders or the Director presiding at a meeting of the
                      Board of Directors, as the case may be, at the time when
                      the election is held and need not be by written ballot.
                      

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           (e)        All corporate powers and authority of the Corporation
                      (except as at the time otherwise provided by law, by this
                      Certificate of Incorporation or by the By-Laws) shall be
                      vested in and exercised by the Board of Directors.

           (f)        The Board of Directors shall have the power without the
                      assent or vote of the stockholders to adopt, amend, alter
                      or repeal the By-Laws of the Corporation, except to the
                      extent that the By-Laws or this Certificate of
                      Incorporation otherwise provide. In addition to any
                      requirements of law and any other provision of this
                      Certificate of Incorporation, the stockholders of the
                      Corporation may adopt, amend, alter or repeal any
                      provision of the By-Laws upon the affirmative vote of the
                      holders of three-quarters (3/4) or more of the combined
                      voting power of the then outstanding stock of the
                      Corporation entitled to vote generally in the election of
                      Directors.

                                   ARTICLE VII

                             LIABILITY OF DIRECTORS

           SECTION 1. GENERAL. No Director of the Corporation shall be liable to
the Corporation or its stockholders for monetary damages for breach of his or
her fiduciary duty as a Director, except to the extent that such exemption from
liability or limitation thereof is not permitted under the General Corporation
Law of the State of Delaware as currently in effect or as the same may hereafter
be amended.

           SECTION 2. REPEAL OR MODIFICATION. Any repeal or modification of this
Article VII by the stockholders of the Corporation shall not adversely affect
any right or protection of a Director, officer or the Corporation existing at
the time of such repeal or modification. If the General Corporation Law of the
State of Delaware is amended after the filing of this Certificate of
Incorporation to authorize corporate action further eliminating or limiting the
personal liability of Directors, then the liability of a Director of the 
Corporation shall be eliminated or limited to the fullest extent permitted by 
the General Corporation Law of the State of Delaware, as so amended.

                                  ARTICLE VIII

                    NO STOCKHOLDER ACTIONS 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, including (but not limited to)
the election of Directors, is specifically denied.


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                                   ARTICLE IX

                                    AMENDMENT

           The Corporation reserves the right to amend or repeal any provision
contained in this Certificate of Incorporation in the manner now or hereafter
prescribed by the laws of the State of Delaware, and all rights herein conferred
upon stockholders or Directors (in the present form of this Certificate of
Incorporation or as hereinafter amended) are granted subject to this
reservation; provided, however, that any amendment or repeal of Article VII of
this Certificate of Incorporation shall not adversely affect any right or
protection existing hereunder immediately prior to such amendment or repeal;
and, provided, further, that Section 5 of Article IV and Articles VI, VII, VIII
and this Article IX of this Certificate of Incorporation shall not be amended,
altered or repealed without the affirmative vote of the holders of at least
three-quarters (3/4) of the then outstanding stock of the Corporation entitled
to vote generally in the election of Directors.


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