CERTIFICATE OF AMENDMENT
\nOF
\nAMENDED AND RESTATED CERTIFICATE OF INCORPORATION
\nOF
\nMETLIFE, INC. METLIFE, INC., a corporation organized and existing under and by
\nvirtue of the General Corporation Law of the State of Delaware (the
\n“Corporation”), DOES HEREBY CERTIFY: FIRST: That the Board of
\nDirectors of the Corporation, at a meeting duly held on February 23, 2011,
\nadopted a resolution proposing and declaring advisable an amendment to the
\nAmended and Restated Certificate of Incorporation of the Corporation, subject to
\nthe approval of stockholders of the Corporation at the 2011 Annual Meeting, to
\nreplace Article VI, Sections 1 and 3 in their entirety with the revised text of
\nsuch Sections as set forth below: SECTION 1. CLASSIFIED BOARD. Subject to the
\nsucceeding provisions of this Section 1 of Article VI, the Directors of the
\nCorporation, subject to the rights of the holders of shares of any class or
\nseries of Preferred Stock, shall be classified with respect to the time for
\nwhich they severally hold office, into three classes, as nearly equal in number
\nas possible, which shall be designated Class I, Class II and Class III, as shall
\nbe provided in the By-Laws of the Corporation, each class to hold office until
\nits successors are elected and qualified. At each annual meeting of stockholders
\nof the Corporation prior to the 2012 annual meeting of stockholders, the date of
\nwhich will be fixed pursuant to the By-Laws of the Corporation, and subject to
\nthe rights of the holders of shares of any class or series of Preferred Stock,
\nthe successors of the class of directors whose term expires at that meeting
\nshall be elected to hold office for a term expiring at the annual meeting of
\nstockholders held in the third year following the year of their election. At
\neach annual meeting of stockholders commencing with the 2012 annual meeting of
\nstockholders, the dates of which will be fixed pursuant to the By-Laws of the
\nCorporation, and subject to the rights of the holders of shares of any class or
\nseries of Preferred Stock, directors elected to succeed those directors whose
\nterms then expire shall be elected for a term expiring at the next annual
\nmeeting of stockholders. Commencing with the 2014 annual meeting of
\nstockholders, the foregoing classification of the Board of Directors shall
\ncease.<\/p>\n
\n
SECTION 3. MANAGEMENT OF BUSINESS. The following provisions are inserted for
\nthe management of the business, for the conduct of the affairs of the
\nCorporation and for the purpose of creating, defining, limiting and regulating
\nthe powers of the Corporation and its directors and stockholders: (a) Subject to
\nthe rights of holders of any series of Preferred Stock, if any, to elect
\nadditional Directors under specified circumstances, (i) prior to the 2014 annual
\nmeeting of stockholders, the holders of a majority of the combined voting power
\nof the then outstanding stock of the Corporation entitled to vote generally in
\nthe election of Directors may remove any Director, but only for cause; and
\n(ii) from and after the 2014 annual meeting of stockholders, the holders of a
\nmajority of the combined voting power of the then outstanding stock of the
\nCorporation entitled to vote generally in the election of Directors may remove
\nany Director with or without cause. (b) Vacancies in the Board of Directors
\nresulting from death, resignation, retirement, disqualification, removal from
\noffice or other cause and newly created directorships resulting from any
\nincrease in the authorized number of Directors shall be filled in the manner
\nprovided in the By-Laws of the Corporation. (c) Advance notice of nominations
\nfor the election of Directors shall be given in the manner and to the extent
\nprovided in the By-Laws of the Corporation. (d) The election of Directors may be
\nconducted in any manner approved by the officer presiding at a meeting of
\nstockholders or the Director presiding at a meeting of the Board of Directors,
\nas the case may be, at the time when the election is held and need not be by
\nwritten ballot. (e) All corporate powers and authority of the Corporation
\n(except as at the time otherwise provided by law, by this Certificate of
\nIncorporation or by the By-Laws) shall be vested in and exercised by the Board
\nof Directors. (f) The Board of Directors shall have the power without the assent
\nor vote of the stockholders to adopt, amend, alter or repeal the By-Laws of the
\nCorporation, except to the extent<\/p>\n
2<\/p>\n
that the By-Laws or this Certificate of Incorporation otherwise provide. In
\naddition to any requirements of law and any other provision of this Certificate
\nof Incorporation, the stockholders of the Corporation may adopt, amend, alter or
\nrepeal any provision of the By-Laws upon the affirmative vote of the holders of
\nthree-quarters (3\/4) or more of the combined voting power of the then
\noutstanding stock of the Corporation entitled to vote generally in the election
\nof Directors. SECOND: That, the stockholders of the Corporation were given
\nnotice of the proposed amendment to the Amended and Restated Certificate of
\nIncorporation in accordance with the requirements of Section 222 of the General
\nCorporation Law of the State of Delaware, the Amended and Restated Certificate
\nof Incorporation of the Corporation and the By-Laws of the Corporation, and duly
\nadopted the amendment to the Amended and Restated Certificate of Incorporation
\nin accordance with the requirements of the General Corporation Law of the State
\nof Delaware, the Amended and Restated Certificate of Incorporation of the
\nCorporation and the By-Laws of the Corporation. THIRD: That such amendment
\nwas duly adopted in accordance with the applicable provisions of Sections 242 of
\nthe General Corporation Law of the State of Delaware. IN WITNESS WHEREOF,
\nMetLife, Inc. has caused this certificate to be signed by Christine M. DeBiase,
\nits Vice President and Secretary, this 29th day of April, 2011.<\/p>\n
| <\/td>\n | <\/td>\n | <\/td>\n | <\/td>\n | <\/td>\n<\/tr>\n |
| <\/td>\n | \n METLIFE, INC.<\/p>\n<\/td>\n | <\/td>\n<\/tr>\n | ||
| <\/td>\n | \n By: <\/p>\n<\/td>\n | \n \/s\/ Christine M. DeBiase <\/p>\n<\/td>\n | <\/td>\n<\/tr>\n | |
| <\/td>\n | <\/td>\n | \n Christine M. DeBiase <\/p>\n<\/td>\n | <\/td>\n<\/tr>\n | |
| <\/td>\n | <\/td>\n | \n Vice President and Secretary <\/p>\n<\/td>\n | <\/td>\n<\/tr>\n | |
<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n |