{"id":41548,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/bylaws-metlife-inc.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"bylaws-metlife-inc","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/formation\/bylaws-metlife-inc.html","title":{"rendered":"Bylaws &#8211; MetLife Inc."},"content":{"rendered":"<pre>\n\n================================================================================\n\n\n\n\n\n\n\n                                  METLIFE, INC.\n                          AMENDED AND RESTATED BY-LAWS\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n                          As Adopted on _________, 1999\n\n\n\n\n\n\n================================================================================\n\n\n                                       1\n\n                                                           MetLife, Inc. By-Laws\n\n                                  METLIFE, INC.\n                                     BY-LAWS\n\n                                TABLE OF CONTENTS\n\nSECTION                                                                   PAGE\n\n                                    ARTICLE I\n\n                                  STOCKHOLDERS\n\n1.01.  Annual Meetings.................................................   6\n1.02.  Special Meetings................................................   6\n1.03.  Notice of Meetings; Waiver......................................   6\n1.04.  Quorum and Required Vote........................................   7\n1.05.  Voting Rights...................................................   7\n1.06.  Voting by Ballot................................................   7\n1.07.  Adjournment.....................................................   7\n1.08.  Proxies.........................................................   8\n1.09.  Presiding Officer and Secretary of the Meeting..................   8\n1.10.  Notice of Stockholder Business and Nominations..................   9\n1.11.  Inspectors of Elections.........................................  11\n1.12.  Opening and Closing of Polls....................................  12\n1.13.  Confidential Voting.............................................  13\n1.14.  No Stockholder Action by Written Consent........................  13\n\n                                   ARTICLE II\n\n                               BOARD OF DIRECTORS\n\n2.01.  General Powers..................................................  13\n2.02.  Number of Directors.............................................  13\n2.03.  Classified Board; Election of Directors.........................  14\n2.04.  Annual and Regular Meetings.....................................  14\n2.05.  Special Meetings; Notice........................................  14\n2.06.  Quorum; Voting..................................................  15\n2.07.  Adjournment.....................................................  15\n2.08.  Action Without a Meeting........................................  15\n2.09.  Regulations; Manner of Acting...................................  15\n2.10.  Action by Telephonic Communications.............................  15\n2.11.  Resignations....................................................  16\n2.12.  Removal of Directors............................................  16\n2.13.  Vacancies and Newly Created Directorships.......................  16\n\n\n                                       2\n\n                                                           MetLife, Inc. By-Laws\n\n2.14.  Compensation....................................................  16\n2.15.  Reliance on Accounts and Reports, etc...........................  17\n\n                                   ARTICLE III\n\n                                BOARD COMMITTEES\n\n3.01.  How Constituted.................................................  17\n3.02.  Committee Powers................................................  17\n3.03.  Proceedings.....................................................  19\n3.04.  Quorum and Manner of Acting.....................................  19\n3.05.  Action by Telephonic Communications.............................  19\n3.06.  Resignations....................................................  19\n3.07.  Removal.........................................................  20\n3.08.  Vacancies.......................................................  20\n\n                                   ARTICLE IV\n\n                                    OFFICERS\n\n4.01.  Number..........................................................  20\n4.02.  Election........................................................  20\n4.03.  Salaries........................................................  20\n4.04.  Removal and Resignation; Vacancies..............................  20\n4.05.  Authority and Duties of Officers................................  21\n4.06.  The Chairman....................................................  21\n4.07.  The Chief Executive Officer.....................................  21\n4.08.  The President...................................................  21\n4.09.  Absence or Disability of the Chief Executive Officer............  21\n4.10.  Vice Presidents.................................................  22\n4.11.  The Secretary...................................................  22\n4.12.  The Chief Financial Officer.....................................  22\n4.13.  The Treasurer...................................................  22\n4.14.  The Controller..................................................  22\n4.15.  The General Counsel.............................................  22\n4.16.  Additional Officers.............................................  23\n4.17.  Security........................................................  23\n\n\n                                       3\n\n                                                           MetLife, Inc. By-Laws\n\n                                    ARTICLE V\n\n                                  CAPITAL STOCK\n\n<font size=\"2\">5.01.  Certificates of Stock, Uncertificated Shares....................  23\n5.02.  Signatures; Facsimile...........................................  23\n5.03.  Lost, Stolen or Destroyed Certificates..........................  24\n5.04.  Transfer of Stock...............................................  24\n5.05.  Record Date.....................................................  24\n5.06.  Registered Stockholders.........................................  25\n5.07.  Transfer Agent and Registrar....................................  25\n\n                                   ARTICLE VI\n\n                                 INDEMNIFICATION\n\n6.01.  Nature of Indemnity.............................................  25\n6.02.  Determination that Indemnification is Proper....................  26\n6.03.  Advance Payment of Expenses.....................................  26\n6.04.  Procedure for Indemnification of Directors and Officers.........  27\n6.05.  Survival; Preservation of Other Rights..........................  27\n6.06.  Insurance.......................................................  28\n6.07.  Severability....................................................  28\n\n                                   ARTICLE VII\n\n                                     OFFICES\n\n7.01.  Registered Office...............................................  29\n7.02.  Other Offices...................................................  29\n\n                                  ARTICLE VIII\n\n                               GENERAL PROVISIONS\n\n8.01.  Dividends.......................................................  29\n8.02.  Reserves........................................................  29\n8.03.  Execution of Instruments........................................  30\n8.04.  Corporate Indebtedness..........................................  30\n8.05.  Deposits........................................................  30\n8.06.  Checks..........................................................  30\n8.07.  Sale, Transfer, etc. of Securities..............................  31\n\n\n                                       4\n\n                                                           MetLife, Inc. By-Laws\n\n8.08.  Voting as Stockholder...........................................  31\n8.09.  Fiscal Year.....................................................  31\n8.10.  Seal............................................................  31\n\n                                   ARTICLE IX\n\n                              AMENDMENT OF BY-LAWS\n\n9.01.  Amendment.......................................................  32\n\n                                    ARTICLE X\n\n                                  CONSTRUCTION\n\n10.01.  Construction...................................................  32\n\n\n                                       5\n\n                                                           MetLife, Inc. By-Laws\n\n<\/font>                                  METLIFE, INC.\n\n                          AMENDED AND RESTATED BY-LAWS\n\n                         As adopted on __________, 1999\n\n\n     -----------------------------------------------------------------------\n\n\n\n                                    ARTICLE I\n\n                                  STOCKHOLDERS\n\n                  Section 1.01. Annual Meetings. The annual meeting of the\nstockholders of the Corporation for the election of Directors and for the\ntransaction of such other business as properly may come before such meeting\nshall be held at such place, either within or without the State of Delaware, and\nat such date and at such time, as may be fixed from time to time by resolution\nof the Board of Directors and set forth in the notice or waiver of notice of the\nmeeting.\n\n                  Section 1.02. Special Meetings. Special meetings of the\nstockholders may be called at any time by the Chief Executive Officer (or, in\nthe event of the Chief Executive Officer's absence or disability, by the\nPresident or any Director who is also an officer (hereafter, an 'Officer\nDirector')). A special meeting shall be called by the Chief Executive Officer\n(or, in the event of the Chief Executive Officer's absence or disability, by the\nPresident or any Officer Director) or by the Secretary pursuant to a resolution\napproved by a majority of the entire Board of Directors. Such special meetings\nof the stockholders shall be held at such places, within or without the State of\nDelaware, as shall be specified in the respective notices or waivers of notice\nthereof. Any power of the stockholders of the Corporation to call a special\nmeeting is specifically denied.\n\n                  Section 1.03. Notice of Meetings; Waiver. The Secretary or any\nAssistant Secretary shall cause written notice of the place, date and hour of\neach meeting of the stockholders and, in the case of a special meeting, the\npurpose or purposes for which such meeting is called, to be given personally or\nby mail, not less than ten nor more than sixty days prior to the meeting, to\neach stockholder of record entitled to vote at such meeting. If such notice is\nmailed, it shall be deemed to have been given to a stockholder when deposited in\nthe United States mail, postage prepaid, directed to the stockholder at such\nstockholder's address as it appears on the record of stockholders of the\nCorporation. Such further notice shall be given as may be required by law.\n\n\n                                       6\n\n                                                           MetLife, Inc. By-Laws\n\n                  A written waiver of any notice of any annual or special\nmeeting signed by the person entitled thereto, shall be deemed equivalent to\nnotice. Neither the business to be transacted at, nor the purpose of, any\nregular or special meeting of the stockholders needs to be specified in a\nwritten waiver of notice. Attendance of a stockholder at a meeting of\nstockholders shall constitute a waiver of notice of such meeting, except when\nthe stockholder attends a meeting for the express purpose of objecting, at the\nbeginning of the meeting, to the transaction of any business on the ground that\nthe meeting is not lawfully called or convened.\n\n                  Section 1.04. Quorum and Required Vote. Except as otherwise\nrequired by law or by the Certificate of Incorporation, the presence in person\nor by proxy of the holders of record of one-third of the shares entitled to vote\nat a meeting of stockholders shall constitute a quorum for the transaction of\nbusiness at such meeting. Except as otherwise required by law or by the\nCertificate of Incorporation, these By-Laws or the rules or regulations of any\nstock exchange applicable to the Corporation, the vote of a majority (or, in the\ncase of the election of Directors, a plurality) of the shares represented in\nperson or by proxy at any meeting at which a quorum is present shall be\nsufficient for the transaction of any business at such meeting.\n\n                  Section 1.05. Voting Rights. Subject to the rights of the\nholders of any class or series of Preferred Stock, every holder of record of\nshares entitled to vote at a meeting of stockholders shall be entitled to one\nvote for each share outstanding in such stockholder's name on the books of the\nCorporation at the close of business on the date fixed pursuant to the\nprovisions of Section 5.05 hereof as the record date for the determination of\nthe stockholders who shall be entitled to notice of and to vote at such meeting.\n\n                  Section 1.06. Voting by Ballot. No vote of the stockholders\nneed be taken by written ballot unless otherwise required by law. Any vote not\nrequired to be taken by ballot may be conducted in any manner approved by the\npresiding officer at the meeting at which such vote is taken.\n\n                  Section 1.07. Adjournment. If a quorum is not present at any\nmeeting of the stockholders, the presiding officer shall have the power to\nadjourn any such meeting from time to time until a quorum is present. Notice of\nany adjourned meeting of the stockholders of the Corporation need not be given\nif the place, date and hour thereof are announced at the meeting at which the\nadjournment is taken, provided, however, that if the adjournment is for more\nthan thirty days, or if after the adjournment a new record date for the\nadjourned meeting is fixed pursuant to Section 5.05 of these By-Laws, a notice\nof the adjourned meeting, conforming to the requirements of Section 1.03 hereof,\nshall be given to each stockholder of record entitled to vote at such meeting.\nAt any adjourned\n\n\n                                       7\n\n                                                           MetLife, Inc. By-Laws\n\nmeeting at which a quorum is present, any business may be transacted that might\nhave been transacted on the original date of the meeting.\n\n                  Section 1.08. Proxies. Any stockholder entitled to vote at any\nmeeting of the stockholders may authorize another person or persons to vote at\nany such meeting for such stockholder by proxy. A stockholder may authorize a\nvalid proxy by executing a written instrument signed by such stockholder, or\nsuch stockholder's authorized officer, director, employee or agent, or by\ncausing such signature to be affixed to such writing by any reasonable means\nincluding, but not limited to, by facsimile signature, or by transmitting or\nauthorizing the transmission of a telegram, cablegram, data and voice telephonic\ncommunications, computer network, e-mail or other means of electronic\ntransmission to the person designated as the holder of the proxy, a proxy\nsolicitation firm, a proxy support service organization or a like authorized\nagent. No such proxy shall be voted or acted upon after the expiration of three\nyears from the date of such proxy, unless such proxy provides for a longer\nperiod. Every proxy shall be revocable at the pleasure of the stockholder\nexecuting it, except in those cases where applicable law provides that a proxy\nshall be irrevocable. A stockholder may revoke any proxy which is not\nirrevocable by attending the meeting and voting in person or by filing an\ninstrument in writing revoking the proxy or by filing another duly executed\nproxy bearing a later date with the Secretary. Proxies by telegram, cablegram,\ndata and voice telephonic communications, computer network, e-mail or other\nelectronic transmission must either set forth or be submitted with information\nfrom which it can be determined that such electronic transmission was authorized\nby the stockholder. If it is determined that such electronic transmission is\nvalid, the inspectors shall specify the information upon which they relied. Any\ncopy, facsimile telecommunication or other reliable reproduction of a writing or\ntransmission created pursuant to this section may be substituted or used in lieu\nof the original writing or transmission for any and all purposes for which the\noriginal writing or transmission could be used, provided that such copy,\nfacsimile telecommunication or other reproduction shall be a complete\nreproduction of the entire original writing or transmission.\n\n                  Section 1.09. Presiding Officer and Secretary of the Meeting.\n(a) At every meeting of stockholders the presiding officer shall be the Chairman\nor, in the event of the Chairman's absence or disability, the President, or in\nthe event of the President's absence or disability, any officer designated by\nthe Chief Executive Officer, or in the event of the Chief Executive Officer's\nabsence or the failure of the Chief Executive Officer to designate an officer\nfor such purpose, any officer chosen by resolution of the Board of Directors.\nThe order of business and all other matters of procedure at every meeting of\nstockholders may be determined by the presiding officer. The Secretary, or in\nthe event of the Secretary's absence or disability, any Assistant Secretary\ndesignated by the presiding officer, if any, or if there be no Assistant\nSecretary, in the absence of the Secretary, an appointee of the presiding\nofficer, shall act as Secretary of the meeting.\n\n\n                                       8\n\n                                                           MetLife, Inc. By-Laws\n\n                  (b) Conduct of Meetings. The Board of Directors may adopt by\nresolution such rules and regulations for the conduct of the meeting of\nstockholders as it shall deem appropriate. Except to the extent inconsistent\nwith any such rules and regulations as adopted by the Board of Directors, the\npresiding officer shall have the right and authority to convene and to adjourn\nthe meeting, to prescribe such rules, regulations and procedures and to do all\nsuch acts as, in the judgment of such presiding officer, are appropriate for the\nproper conduct of the meeting. Such rules, regulations or procedures, whether\nadopted by the Board of Directors or prescribed by the presiding officer, may\ninclude, but are not limited to, the following: (i) the establishment of an\nagenda or order of business for the meeting; (ii) rules and procedures for\nmaintaining order at the meeting and the safety of those present; (iii)\nlimitations on attendance at or participation in the meeting to stockholders of\nrecord of the Corporation, their duly authorized and constituted proxies or such\nother persons as the presiding officer shall determine; (iv) restrictions on\nentry to the meeting after the time fixed for the commencement thereof; and (v)\nlimitations on the time allotted to questions or comments by participants.\nMeetings of stockholders shall not be required to be held in accordance with the\nrules of parliamentary procedure.\n\n                  Section 1.10.  Notice of Stockholder Business and Nominations.\n\n                  (a) Annual Meetings of Stockholders. (i) Nominations of\npersons for election to the Board of Directors of the Corporation and the\nproposal of business to be considered by the stockholders at an annual meeting\nof stockholders may be made only (A) by or at the direction of the Board of\nDirectors or the Chief Executive Officer, or (B) by any stockholder of the\nCorporation who is entitled to vote at the meeting, who complies with the\napplicable requirements of the Securities Exchange Act of 1934, as amended (the\n'Exchange Act') and the rules and regulations promulgated thereunder and the\nnotice procedures set forth in clause (ii) of this paragraph and who was a\nstockholder of record at the time such notice is delivered to the Secretary of\nthe Corporation.\n\n                  (ii) For nominations or other business to be properly brought\nbefore an annual meeting by a stockholder, pursuant to clause (B) of paragraph\n(a)(i) of this Section 1.10, the stockholder must have given timely notice\nthereof in writing to the Secretary of the Corporation and any such other\nbusiness must otherwise be a proper matter for stockholder action. To be timely,\na stockholder's notice shall be delivered to the Secretary at the principal\nexecutive offices of the Corporation not less than 120 calendar days prior to\nthe first anniversary of the previous year's annual meeting; provided, however,\nthat in the event that no annual meeting was held in the previous year or the\ndate of the annual meeting was changed by more than 30 days from the anniversary\ndate of the previous year's annual meeting, notice by the stockholder must be so\nreceived not later than 120 calendar days prior to such annual meeting or 10\ncalendar days following the date on which public announcement of the date of the\nmeeting is first made.\n\n\n                                       9\n\n                                                           MetLife, Inc. By-Laws\n\nIn no event shall an adjournment or postponement of an annual meeting (or the\npublic announcement thereof) commence a new time period (or extend any time\nperiod) for the giving of stockholders' notice as described below. Such\nstockholder's notice shall set forth (A) as to each person whom the stockholder\nproposes to nominate for election or reelection as a Director all information\nrelating to such person that is required to be disclosed in solicitations of\nproxies for election of Directors, or is otherwise required, in each case\npursuant to Regulation 14A under the Exchange Act, and Rule 14a-11 thereunder,\nincluding such person's written consent to being named in the proxy statement as\na nominee and to serving as a Director if elected; (B) as to any other business\nthat the stockholder proposes to bring before the meeting, a brief description\nof the business desired to be brought before the meeting, the reasons for\nconducting such business at the meeting and, in the event that such business\nincludes a proposal to amend either the Certificate of Incorporation or the\nBy-Laws of the Corporation, the language of the proposed amendment; (C) any\nmaterial interest in such business of such stockholder and of any beneficial\nowner on whose behalf the proposal is made and, in case of nominations, a\ndescription of all arrangements or understandings between the stockholder and\neach nominee and any other persons (naming them) pursuant to which the\nnominations are to be made by the stockholder; (D) a representation that the\nstockholder is a holder of record of stock of the Corporation entitled to vote\nat such meeting and intends to appear in person or by a qualified representative\nat the meeting to propose such business; (E) if the stockholder intends to\nsolicit proxies in support of such stockholder's proposals, a representation to\nthat effect; and (F) as to the stockholder giving the notice and any beneficial\nowner on whose behalf the nomination or proposal is made, (1) the name and\naddress of such stockholder, as it appears on the Corporation's books, and of\nsuch beneficial owner and (2) the class and number of shares of the Corporation\nwhich are owned beneficially and of record by such stockholder and such\nbeneficial owner. If such stockholder does not appear or send a qualified\nrepresentative to present such proposal at such annual meeting, the Corporation\nneed not present such proposal for a vote at such meeting, notwithstanding that\nproxies in respect of such vote may have been received by the Corporation. The\npresiding officer of any annual meeting of stockholders shall refuse to permit\nany business proposed by a stockholder to be brought before such annual meeting\nwithout compliance with the foregoing procedures or if the stockholder solicits\nproxies in support of such stockholder's proposal without such stockholder\nhaving made the representation required by clause (E) above.\n\n                  (b) Special Meetings of Stockholders. (i) Only such business\nas shall have been brought before the special meeting of the stockholders\npursuant to the Corporation's notice of meeting pursuant to Section 1.02 of\nthese By-Laws shall be conducted at such meeting.\n\n                  (ii) In the event that Directors are to be elected at a\nspecial meeting of stockholders pursuant to the Corporation's notice of meeting,\nnominations of persons for\n\n\n                                       10\n\n                                                           MetLife, Inc. By-Laws\n\nelection to the Board of Directors may be made at such special meeting of\nstockholders (1) by or at the direction of the Board of Directors or (2) by any\nstockholder of the Corporation who is entitled to vote at the meeting, who\ncomplies with the notice procedures set forth in this Section 1.10 and who is a\nstockholder of record at the time such notice is delivered to the Secretary of\nthe Corporation. Nominations by stockholders of persons for election to the\nBoard of Directors may be made at such special meeting of stockholders if the\nstockholder's notice as required by paragraph (a)(ii) of this Section 1.10 shall\nbe delivered to the Secretary at the principal executive offices of the\nCorporation not later than 150 calendar days prior to such special meeting or 10\ncalendar days following the date on which public announcement of the date of the\nspecial meeting and of the nominees to be elected at such meeting is first made.\nIn no event shall the adjournment or postponement of a special meeting (or the\npublic announcement thereof) commence a new time period (or extend any time\nperiod) for the giving of a stockholder's notice as described above.\n\n                  (c) General. (i) Only persons who are nominated in accordance\nwith the procedures set forth in this Section 1.10 shall be eligible to serve as\nDirectors and only such business shall be conducted at a meeting of stockholders\nas shall have been brought before the meeting in accordance with the procedures\nset forth in this Section 1.10. Except as otherwise provided by law, the\nCertificate of Incorporation or these By-Laws, the presiding officer of the\nmeeting shall have the power and duty to determine whether a nomination or any\nbusiness proposed to be brought before the meeting was made or proposed in\naccordance with the procedures set forth in this Section 1.10 and, if any\nproposed nomination or business is not in compliance with this Section 1.10, to\ndeclare that such defective proposal or nomination shall be disregarded.\n\n                  (ii) Nothing in this Section 1.10 shall be deemed to affect\nany rights of the holders of any class or series of preferred stock, if any, to\nelect Directors if so provided under any applicable preferred stock Certificate\nof Designation (as defined in the Certificate of Incorporation).\n\n                  Section 1.11. Inspectors of Elections. (a) Prior to any\nmeeting of the stockholders, the Board of Directors shall appoint one or more\npersons to act as Inspectors of Elections, and may designate one or more\nalternate inspectors. If no inspector or alternate is able to act, the person\npresiding at the meeting shall appoint one or more inspectors to act at the\nmeeting. Each inspector, before entering upon the discharge of the duties of an\ninspector, shall take and sign an oath faithfully to execute the duties of\ninspector with strict impartiality and according to the best of such inspector's\nability. The inspector shall:\n\n                  (i) ascertain the number of shares outstanding and the voting\n         power of each;\n\n\n                                       11\n\n                                                           MetLife, Inc. By-Laws\n\n                  (ii) determine the shares represented at the meeting and the\n         validity of proxies and ballots;\n\n                  (iii) specify the information relied upon to determine the\n         validity of electronic transmissions in accordance with Section 1.08\n         hereof;\n\n                  (iv)  count all votes and ballots;\n\n                  (v) determine and retain for a reasonable period a record of\n         the disposition of any challenges made to any determination by the\n         inspectors;\n\n                  (vi) certify such inspector's determination of the number of\n         shares represented at the meeting, and such inspector's count of all\n         votes and ballots.\n\n                  (b) The inspector may appoint or retain other persons or\nentities to assist in the performance of the duties of inspector.\n\n                  (c) When determining the shares represented and the validity\nof proxies and ballots, the inspector shall be limited to an examination of the\nproxies, any envelopes submitted with those proxies, any proxies provided in\naccordance with Section 1.08 of these By-Laws, ballots and the regular books and\nrecords of the Corporation. The inspector may consider other reliable\ninformation for the limited purpose of reconciling proxies and ballots submitted\nby or on behalf of banks, brokers or their nominees or a similar person which\nrepresent more votes than the holder of a proxy is authorized by the record\nowner to cast or more votes than the stockholder holds of record. If the\ninspector considers other reliable information as outlined in this section, the\ninspector, at the time of certification pursuant to (a)(vi) of this Section\n1.11, shall specify the precise information considered, the person or persons\nfrom whom such information was obtained, when this information was obtained, the\nmeans by which such information was obtained, and the basis for the inspector's\nbelief that such information is accurate and reliable.\n\n                  Section 1.12. Opening and Closing of Polls. The time for the\nopening and the closing of the polls for the matters to be voted upon at a\nstockholder meeting shall be announced at the meeting by the presiding officer.\nThe inspector of the election shall be prohibited from accepting any ballots,\nproxies or votes or any revocations thereof or changes thereto after the closing\nof the polls, unless the Delaware Court of Chancery upon application by a\nstockholder shall determine otherwise.\n\n                  Section 1.13. Confidential Voting. (a) Proxies and ballots\nthat identify the votes of specific stockholders shall be kept in confidence by\nthe inspectors of election unless (i) there is an opposing solicitation with\nrespect to the election or removal of\n\n\n                                       12\n\n                                                           MetLife, Inc. By-Laws\n\nDirectors, (ii) disclosure is required by applicable law, (iii) a stockholder\nexpressly requests or otherwise authorizes disclosure in relation to such\nstockholder's vote, or (iv) the Corporation concludes in good faith that a bona\nfide dispute exists as to the authenticity of one or more proxies, ballots or\nvotes, or as to the accuracy of any tabulation of such proxies, ballots or\nvotes.\n\n                  (b) The inspectors of election and any authorized agents or\nother persons engaged in the receipt, count and tabulation of proxies and\nballots shall be advised of this By-Law and instructed to comply herewith.\n\n                  (c) The inspectors of election shall certify, to the best of\ntheir knowledge based on due inquiry, that proxies and ballots have been kept in\nconfidence as required by this Section 1.13.\n\n                  Section 1.14. No Stockholder Action by Written Consent. Any\naction required or permitted to be taken by the stockholders of the Corporation\nmust be effected at a duly called annual or special meeting of the stockholders\nof the Corporation, and the ability of the stockholders to consent in writing to\nthe taking of any action is specifically denied.\n\n\n                                   ARTICLE II\n\n                               BOARD OF DIRECTORS\n\n                  Section 2.01. General Powers. Except as may otherwise be\nprovided by law, by the Certificate of Incorporation or by these By-Laws, the\nproperty, affairs and business of the Corporation shall be managed by or under\nthe direction of the Board of Directors and the Board of Directors may exercise\nall the powers of the Corporation.\n\n                  Section 2.02. Number of Directors. Subject to the rights of\nthe holders of any class or series of preferred stock, if any, the number of\nDirectors shall be fixed from time to time exclusively pursuant to a resolution\nadopted by a majority of the entire Board of Directors, but the Board of\nDirectors shall at no time consist of fewer than three (3) Directors.\n\n                  Section 2.03. Classified Board; Election of Directors. The\nDirectors of the Corporation, subject to the rights of the holders of shares of\nany class or series of preferred stock, shall be classified with respect to the\ntime for which they severally hold office, into three classes, as nearly equal\nin number as possible, one class ('Class I') whose term expires at the 2000\nannual meeting stockholders, another class ('Class II')\n\n\n                                       13\n\n                                                           MetLife, Inc. By-Laws\n\nwhose term expires at the 2001 annual meeting of stockholders, and another class\n('Class III') whose term expires at the 2002 annual meeting of stockholders,\nwith each class to hold office until its successors are elected and qualified.\nExcept as otherwise provided in Sections 2.12 and 2.13 of these By-Laws, at each\nannual meeting of stockholders of the Corporation, and subject to the rights of\nthe holders of shares of any class or series of preferred stock, the successors\nof the class of directors whose term expires at that meeting shall be elected to\nhold office for a term expiring at the annual meeting of stockholders held in\nthe third year following the year of their election.\n\n                  Section 2.04. Annual and Regular Meetings. The annual meeting\nof the Board of Directors for the purpose of electing officers and for the\ntransaction of such other business as may come before the meeting shall be held\nas soon as practicable following adjournment of the annual meeting of the\nstockholders. Notice of such annual meeting of the Board of Directors need not\nbe given. The Board of Directors from time to time may by resolution provide for\nthe holding of regular meetings and fix the place (which may be within or\nwithout the State of Delaware) and the date of such meetings. Notice of regular\nmeetings need not be given; provided, however, that if the Board of Directors\nshall fix or change the time or place of any regular meeting, notice of such\naction shall be mailed promptly, or sent by telephone, including a voice\nmessaging system or other system or technology designed to record and\ncommunicate messages, telegraph, facsimile, electronic mail or other electronic\nmeans, to each Director who shall not have been present at the meeting at which\nsuch action was taken, addressed or transmitted to him or her at such Director's\nusual place of business, or shall be delivered or transmitted to him or her\npersonally. Notice of such action need not be given to any Director who attends\nthe first regular meeting after such action is taken without protesting the lack\nof notice to him or her, prior to or at the commencement of such meeting, or to\nany Director who submits a signed waiver of notice, whether before or after such\nmeeting.\n\n                  Section 2.05. Special Meetings; Notice. Special meetings of\nthe Board of Directors shall be held whenever called by the Chairman or the\nChief Executive Officer (or, in the event of the Chief Executive Officer's\nabsence or disability, by the President or any Officer Director) or by the\nSecretary pursuant to a resolution approved by a majority of the entire Board of\nDirectors, at such place (within or without the State of Delaware), date and\nhour as may be specified in the respective notices or waivers of notice of such\nmeetings. Special meetings of the Board of Directors may be called on\ntwenty-four (24) hours' notice, if notice is given to each Director personally\nor by telephone, including a voice messaging system, or other system or\ntechnology designed to record and communicate messages, telegraph, facsimile,\nelectronic mail or other electronic means, or on five (5) days' notice, if\nnotice is mailed to each Director, addressed or transmitted to him or her at\nsuch Director's usual place of business or other designated location. Notice of\nany special meeting need not be given to any Director who attends such meeting\n\n\n                                       14\n\n                                                           MetLife, Inc. By-Laws\n\nwithout protesting the lack of notice to him or her, prior to or at the\ncommencement of such meeting, or to any Director who submits a signed waiver of\nnotice, whether before or after such meeting, and any business may be transacted\nthereat.\n\n                  Section 2.06. Quorum; Voting. At all meetings of the Board of\nDirectors, the presence of a majority of the total number of Directors shall\nconstitute a quorum for the transaction of business. Except as otherwise\nrequired by law, the vote of a majority of the Directors present at any meeting\nat which a quorum is present shall be the act of the Board of Directors.\n\n                  Section 2.07. Adjournment. A majority of the Directors\npresent, whether or not a quorum is present, may adjourn any meeting of the\nBoard of Directors to another time or place. No notice need be given of any\nadjourned meeting unless the time and place of the adjourned meeting are not\nannounced at the time of adjournment, in which case notice conforming to the\nrequirements of Section 2.05 of these By-Laws shall be given to each Director.\n\n                  Section 2.08. Action Without a Meeting. Any action required or\npermitted to be taken at any meeting of the Board of Directors may be taken\nwithout a meeting if all members of the Board of Directors consent thereto in\nwriting, and such writing or writings are filed with the minutes of proceedings\nof the Board of Directors.\n\n\n                  Section 2.09. Regulations; Manner of Acting. To the extent\nconsistent with applicable law, the Certificate of Incorporation and these\nBy-Laws, the Board of Directors may adopt such rules and regulations for the\nconduct of meetings of the Board of Directors and for the management of the\nproperty, affairs and business of the Corporation as the Board of Directors may\ndeem appropriate. The Directors shall act only as a Board and the individual\nDirectors shall have no power as such.\n\n                  Section 2.10. Action by Telephonic Communications. Members of\nthe Board of Directors may participate in any meeting of the Board of Directors\nby means of conference telephone or similar communications equipment by means of\nwhich all persons participating in the meeting can hear each other, and\nparticipation in any meeting pursuant to this provision shall constitute\npresence in person at such meeting.\n\n                  Section 2.11. Resignations. Any Director may resign at any\ntime by delivering a written notice of resignation, signed by such Director, to\nthe Chairman or the Secretary. Unless otherwise specified therein, such\nresignation shall take effect upon delivery.\n\n\n                                       15\n\n                                                           MetLife, Inc. By-Laws\n\n                  Section 2.12. Removal of Directors. Subject to the rights of\nthe holders of any class or series of preferred stock, if any, to elect\nadditional Directors under specified circumstances, any Director may be removed\nat any time, but only for cause, upon the affirmative vote of 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. Any vacancy\nin the Board of Directors caused by any such removal may be filled at such\nmeeting by the stockholders entitled to vote for the election of the Director so\nremoved. A Director filling any such vacancy shall be of the same class as that\nof the Director whose removal created such vacancy and shall hold office until\nsuch Director's successor shall have been elected and qualified or until such\nDirector's earlier death, resignation or removal. If such stockholders do not\nfill such vacancy at such meeting, such vacancy may be filled in the manner\nprovided in Section 2.13 of these By-Laws.\n\n                  Section 2.13. Vacancies and Newly Created Directorships.\nSubject to the rights of the holders of any class or series of preferred stock,\nif any, to elect additional Directors under specified circumstances, and except\nas provided in Section 2.12, if any vacancies shall occur in the Board of\nDirectors, by reason of death, resignation, removal or otherwise, or if the\nauthorized number of Directors shall be increased pursuant to Section 2.02\nhereof, the Directors then in office shall continue to act, and such vacancies\nand newly created directorships may be filled by a majority of the Directors\nthen in office, although less than a quorum. Any Director filling a vacancy\nshall be of the same class as that of the Director whose death, resignation,\nremoval or other event caused the vacancy, and any Director filling a newly\ncreated directorship shall be of the class specified by the Board of Directors\nat the time the newly created directorships were created. A Director elected to\nfill a vacancy or a newly created directorship shall hold office until such\nDirector's successor has been elected and qualified or until such Director's\nearlier death, resignation or removal.\n\n                  Section 2.14. Compensation. The amount, if any, which each\nDirector shall be entitled to receive as compensation for such Director's\nservices as such shall be fixed from time to time by the Board of Directors.\n\n                  Section 2.15. Reliance on Accounts and Reports, etc. A\nDirector, and any member of any committee designated by the Board of Directors\nshall, in the performance of such Director's duties, be fully protected in\nrelying in good faith upon the records of the Corporation and upon information,\nopinions, reports or statements presented to the Corporation by any of the\nCorporation's officers or employees, or committees designated by the Board of\nDirectors, or by any other person as to the matters the member reasonably\nbelieves are within such other person's professional or expert competence and\nwho has been selected with reasonable care by or on behalf of the Corporation.\n\n\n                                       16\n\n                                                           MetLife, Inc. By-Laws\n\n                                   ARTICLE III\n\n                                BOARD COMMITTEES\n\n                  Section 3.01. How Constituted. The Board of Directors may\ndesignate one or more Committees, including an Executive Committee, an Audit\nCommittee, a Compensation Committee, a Nominating and Corporate Governance\nCommittee and a Corporate Social Responsibility Committee, each such Committee\nto consist of such number of Directors as from time to time may be fixed by the\nBoard of Directors. Thereafter, members of each such Committee may be designated\nfrom time to time by the Board of Directors. Any such Committee may be abolished\nor re-designated from time to time by the Board of Directors.\n\n                  Section 3.02. Committee Powers. (a) Executive Committee.\nDuring the intervals between the meetings of the Board of Directors, the\nExecutive Committee, except as otherwise provided in this section, and subject\nto the provisions of the Certificate of Incorporation, shall have and may\nexercise the powers and authority of the Board of Directors in the management of\nthe property, affairs and business of the Corporation, including the power to\ndeclare dividends.\n\n                  (b) Audit Committee. The Audit Committee, except as otherwise\nprovided in any resolution of the Board of Directors, shall have and may\nexercise the authority of the Board of Directors: to recommend to the Board of\nDirectors the selection of the Corporation's independent certified public\naccountants; to review the scope, plans and results relating to the internal and\nexternal audits of the Corporation and its financial statements; to review the\nfinancial condition of the Corporation; to monitor and evaluate the integrity of\nthe Corporation's financial reporting processes and procedures; to assess the\nsignificant business and financial risks and exposures of the Corporation and to\nevaluate the adequacy of the Corporation's internal controls in connection with\nsuch risks and exposures, including, but not limited to, accounting and audit\ncontrols over cash, securities, receipts, disbursements and other financial\ntransactions; and to review the Corporation's policies on ethical business\nconduct and monitor compliance therewith.\n\n                  (c) Compensation Committee. The Compensation Committee, except\nas otherwise provided in any resolution of the Board of Directors, shall have\nand may exercise all the authority of the Board of Directors with respect to\ncompensation, benefits and personnel administration of the employees of the\nCorporation; shall nominate persons for election or appointment by the Board of\nDirectors of all principal officers (as determined by the Committee) and such\nother officers as the Committee may determine to elect or appoint as officers;\nshall evaluate the performance and recommend to the Board of Directors the\ncompensation of such principal officers and such other officers as\n\n\n                                       17\n\n                                                           MetLife, Inc. By-Laws\n\nthe Committee may determine; may elect or appoint officers as provided in\nSections 4.01 and 4.02 of these By-Laws; and may recommend to the Board of\nDirectors any plan to issue options for the purchase of shares of the\nCorporation's stock to its officers or employees and those of its subsidiaries.\n\n                  (d) Nominating and Corporate Governance Committee. The\nNominating and Corporate Governance Committee, except as otherwise provided in\nany resolution of the Board of Directors, shall make recommendations to the\nBoard of Directors with respect to electing Directors and filling vacancies on\nthe Board of Directors, shall review and make recommendations to the Board of\nDirectors with respect to the organization, structure, size, composition and\noperation of the Board of Directors and its Committees, including, but not\nlimited to, the compensation for non-employee directors, may recommend to the\nBoard of Directors any plan to issue options for the purchase of shares of the\nCorporation's stock to its non-employee directors, and shall review and make\nrecommendations with respect to other corporate governance matters and matters\nthat relate to the Corporation's status as a publicly-traded company.\n\n                  (e) Corporate Social Responsibility Committee. The Corporate\nSocial Responsibility Committee, except as otherwise provided in any resolution\nof the Board of Directors, shall exercise general supervision of the\nCorporation's charitable contributions, public benefit programs, and other\ncorporate responsibility matters.\n\n                  (f) Other Committees. Each other Committee, except as\notherwise provided in this section, shall have and may exercise such powers of\nthe Board of Directors as may be provided by resolution or resolutions of the\nBoard of Directors.\n\n                  (g) Limitations on Committee Authority. None of the Executive\nCommittee, the Audit Committee, the Compensation Committee, the Nominating and\nCorporate Governance Committee, the Corporate Social Responsibility Committee or\nany such other Committee shall have the power or authority:\n\n                  (i) to approve, adopt or recommend to the stockholders, any\n         action or matter expressly required by applicable law, the Certificate\n         of Incorporation or the rules of any exchange on which the shares of\n         the Corporation are traded, to be submitted to stockholders for\n         approval; or\n\n                  (ii) to adopt, amend or repeal the By-Laws of the Corporation.\n\nThe Executive Committee shall have, and any such other Committee may be granted\nby the Board of Directors, power to authorize the seal of the Corporation to be\naffixed to any or all papers which may require it.\n\n                                       18\n\n                                                           MetLife, Inc. By-Laws\n\n                  Section 3.03. Proceedings. Each Committee may, subject to\napproval of the Board of Directors, adopt a charter specifying its scope of\nresponsibility and may fix its own rules of procedure and may meet at such place\n(within or without the State of Delaware), at such time and upon such notice, if\nany, as it shall determine from time to time. Each Committee shall keep minutes\nof its proceedings and shall report such proceedings to the Board of Directors\nat the meeting of the Board of Directors next following any such proceedings.\n\n                  Section 3.04. Quorum and Manner of Acting. Except as may be\notherwise provided in the resolution creating such Committee, at all meetings of\nany Committee the presence of members constituting a majority of the total\nmembership of such Committee shall constitute a quorum for the transaction of\nbusiness. The act of the majority of the members present at any meeting at which\na quorum is present shall be the act of such Committee. Any action required or\npermitted to be taken at any meeting of any such Committee may be taken without\na meeting, if all members of such Committee shall consent to such action in\nwriting and such writing or writings are filed with the minutes of the\nproceedings of the Committee. The members of any such Committee shall act only\nas a Committee, and the individual members of such Committee shall have no power\nas such.\n\n                  Section 3.05. Action by Telephonic Communications. Members of\nany Committee designated by the Board of Directors may participate in a meeting\nof such Committee by means of conference telephone or similar communications\nequipment by means of which all persons participating in the meeting can hear\neach other, and participation in a meeting pursuant to this provision shall\nconstitute presence in person at such meeting.\n\n                  Section 3.06. Resignations. Any member of any Committee may\nresign at any time by delivering a written notice of resignation, signed by such\nmember, to the Chairman or the President. Unless otherwise specified therein,\nsuch resignation shall take effect upon delivery.\n\n                  Section 3.07. Removal. Any member of any Committee may be\nremoved from the position as a member of such Committee at any time, either for\nor without cause, by resolution adopted by a majority of the whole Board of\nDirectors.\n\n                  Section 3.08. Vacancies. If any vacancy shall occur in any\nCommittee, by reason of death, resignation, removal or otherwise, the remaining\nmembers shall continue to act, and any such vacancy may be filled by the Board\nof Directors.\n\n\n                                       19\n\n                                                           MetLife, Inc. By-Laws\n\n                                   ARTICLE IV\n\n                                    OFFICERS\n\n                  Section 4.01. Number. The officers of the Corporation shall be\nelected by the Board of Directors and shall be a Chairman, Chief Executive\nOfficer, President, one or more Vice Presidents, a Chief Financial Officer, a\nSecretary, a Treasurer, a Controller and a General Counsel. The Board of\nDirectors may appoint such other officers as it may deem appropriate, provided\nthat officers of the rank of Vice-President and below may be appointed by the\nCompensation Committee. Such other officers shall exercise such powers and\nperform such duties as may be determined from time to time by the Board of\nDirectors, Chief Executive Officer or President. Any number of offices may be\nheld by the same person. No officer, other than the Chairman, need be a Director\nof the Corporation.\n\n                  Section 4.02. Election. Unless otherwise determined by the\nBoard of Directors, the officers of the Corporation shall be elected by the\nBoard of Directors at the annual meeting of the Board of Directors, and shall be\nelected to hold office until the next succeeding annual meeting of the Board of\nDirectors. In the event of the failure to elect officers at such meeting,\nofficers may be elected at any regular or special meeting of the Board of\nDirectors. Officers of the rank of Vice-President and below may be elected by\nthe Compensation Committee. Each officer shall hold office until such officer's\nsuccessor has been elected and qualified, or until such officer's earlier death,\nresignation or removal.\n\n                  Section 4.03. Salaries. The salaries of all principal officers\n(as determined by the Board of Directors) of the Corporation shall be fixed by\nthe Board of Directors.\n\n                  Section 4.04. Removal and Resignation; Vacancies. Any officer\nmay be removed for or without cause at any time by the Board of Directors. Any\nofficer may resign at any time by delivering a written notice of resignation,\nsigned by such officer, to the Board of Directors or the Chief Executive\nOfficer. Unless otherwise specified therein, such resignation shall take effect\nupon delivery. Any vacancy occurring in any office of the Corporation by death,\nresignation, removal or otherwise, shall be filled by the Board of Directors.\n\n                  Section 4.05. Authority and Duties of Officers. The officers\nof the Corporation shall have such authority and shall exercise such powers and\nperform such duties as may be specified in these By-Laws, except that in any\nevent each officer shall exercise such powers and perform such duties as may be\nrequired by law.\n\n\n                                       20\n\n                                                           MetLife, Inc. By-Laws\n\n                  Section 4.06. The Chairman. The Directors shall elect from\namong the members of the Board of Directors a Chairman of the Board. The\nChairman shall have such duties and powers as set forth in these By-Laws or as\nshall otherwise be conferred upon the Chairman from time to time by the Board of\nDirectors. The Chairman shall preside over all meetings of the Stockholders and\nthe Board of Directors.\n\n                  Section 4.07. The Chief Executive Officer. The Chief Executive\nOfficer shall have general control and supervision of the policies and\noperations of the Corporation. He or she shall manage and administer the\nCorporation's business and affairs and shall also perform all duties and\nexercise all powers usually pertaining to the office of a chief executive\nofficer of a corporation. The Chief Executive Officer shall perform such other\nduties and have such other powers as the Board of Directors may from time to\ntime prescribe.\n\n                  Section 4.08. The President. The President, subject to the\nauthority of the Chief Executive Officer (if the President is not the Chief\nExecutive Officer), shall have primary responsibility for, and authority with\nrespect to, the management of the day-to-day business and affairs of the\nCorporation, to the extent prescribed by the Chief Executive Officer. The\nPresident shall perform such other duties and have such other powers as the\nBoard of Directors or (if the President is not the Chief Executive Officer) the\nChief Executive Officer may from time to time prescribe.\n\n                  Section 4.09. Absence or Disability of the Chief Executive\nOfficer. In the event of the absence of the Chief Executive Officer or in the\nevent of the Chief Executive Officer's inability to act, the officer, if any,\ndesignated by resolution of the Board of Directors (or in the event there is\nmore than one such designated officer, then in the order of designation) shall\nperform the duties of the Chief Executive Officer, and when so acting, shall\nhave all the powers and be subject to all the restrictions of the Chief\nExecutive Officer.\n\n                  Section 4.10. Vice Presidents. The Vice Presidents shall have\nsuch designations and shall perform such other duties and have such powers as\nthe Board of Directors, the Chief Executive Officer or the President may from\ntime to time prescribe.\n\n                  Section 4.11. The Secretary. The Secretary shall keep or cause\nto be kept a record of all the proceedings of the meetings of the stockholders\nand of the Board of Directors, and shall cause all notices to be duly given in\naccordance with the provisions of these By-Laws and as required by law. The\nSecretary shall be the custodian of the records and of the seal of the\nCorporation and cause such seal (or a facsimile thereof) to be affixed to\ninstruments when appropriate. The Secretary shall perform, in general, all\nduties incident to the office of secretary and such other duties as may be\nspecified in these\n\n\n                                       21\n\n                                                           MetLife, Inc. By-Laws\n\nBy-Laws or as may be assigned to him or her from time to time by the Board of\nDirectors, the Chief Executive Officer or the President.\n\n                  Section 4.12. The Chief Financial Officer. The Chief Financial\nOfficer shall be the principal financial officer of the Corporation and shall\nhave responsibility for the financial affairs of the Corporation. The Chief\nFinancial Officer shall perform such other duties and exercise such other powers\nas are normally incident to the office of chief financial officer and as may be\nprescribed by the Board of Directors, the Chief Executive Officer or the\nPresident.\n\n                  Section 4.13. The Treasurer. The Treasurer shall have charge\nand supervision over and be responsible for the moneys, securities, receipts and\ndisbursements of the Corporation, and shall keep or cause to be kept full and\naccurate records of all receipts of the Corporation, and shall cause the moneys\nand other valuable effects of the Corporation to be deposited in the name and to\nthe credit of the Corporation. The Treasurer shall cause the moneys of the\nCorporation to be disbursed by checks or drafts upon the authorized depositaries\nof the Corporation and cause to be taken and preserved proper vouchers for all\nmoneys disbursed. The Treasurer shall perform, in general, all duties incident\nto the office of treasurer and such other duties as may be specified in these\nBy-Laws or as may be assigned to him or her from time to time by the Board of\nDirectors, the Chief Executive Officer, the President or the Chief Financial\nOfficer.\n\n                  Section 4.14. The Controller. The Controller shall keep or\ncause to be kept correct records of the business and transactions of the\nCorporation. The Controller shall perform such other duties and exercise such\nother powers as are normally incident to the office of controller and as may be\nprescribed by the Board of Directors, the Chief Executive Officer or the\nPresident.\n\n                  Section 4.15. The General Counsel. The General Counsel shall\nhave responsibility for the legal affairs of the Corporation. The General\nCounsel shall perform such other duties and exercise such other powers as are\nnormally incident to the office of general counsel and as may be prescribed by\nthe Board of Directors, the Chief Executive Officer or the President.\n\n                  Section 4.16. Additional Officers. The Board of Directors from\ntime to time may delegate to any officer the power to appoint subordinate\nofficers and to prescribe their respective rights, terms of office, authorities\nand duties. Any such officer may remove any such subordinate officer appointed\nby him or her, for or without cause, but such removal shall be without prejudice\nto the contractual rights of such subordinate officer or agent, if any, with the\nCorporation.\n\n\n                                       22\n\n                                                           MetLife, Inc. By-Laws\n\n                  Section 4.17. Security. The Board of Directors may require any\nofficer, agent or employee of the Corporation to provide security for the\nfaithful performance of such officer's, agent's or employee's duties, in such\namount and of such character as may be determined from time to time by the Board\nof Directors.\n\n\n                                    ARTICLE V\n\n                                  CAPITAL STOCK\n\n                  Section 5.01. Certificates of Stock, Uncertificated Shares.\nThe shares of the Corporation may be either represented by certificates or\nuncertificated shares, provided that the Board of Directors may provide by\nresolution or resolutions that some or all of any or all classes or series of\nthe stock of the Corporation shall be uncertificated shares. Any resolution of\nthe Board of Directors providing for uncertificated shares shall not apply to\nshares represented by a certificate until such certificate is surrendered to the\nCorporation. Notwithstanding the adoption of such resolution by the Board of\nDirectors, every holder of stock represented by certificates and, upon request,\nevery holder of uncertificated shares shall be entitled to have a certificate\nsigned by, or in the name of, the Corporation, (i) by the Chief Executive\nOfficer, the President or a Vice President, and (ii) by the Chief Financial\nOfficer, the Treasurer, an Assistant Treasurer, the Secretary or an Assistant\nSecretary, representing the number of shares registered in certificate form.\nSuch certificate shall be in such form as the Board of Directors may determine,\nto the extent consistent with applicable law, the Certificate of Incorporation\nand these By-Laws.\n\n                  Section 5.02. Signatures; Facsimile. All of such signatures on\nthe certificate referred to in Section 5.01 of these By-Laws may be a facsimile,\nengraved or printed, to the extent permitted by law. In case any officer,\ntransfer agent or registrar who has signed, or whose facsimile signature has\nbeen placed upon a certificate representing shares of the Corporation shall have\nceased to be such officer, transfer agent or registrar before such certificate\nis issued, it may be issued by the Corporation with the same effect as if he or\nshe were such officer, transfer agent or registrar at the date of issue.\n\n                  Section 5.03. Lost, Stolen or Destroyed Certificates. The\nBoard of Directors may direct that a new certificate be issued in place of any\ncertificate theretofore issued by the Corporation alleged to have been lost,\nstolen or destroyed, upon delivery to the Board of Directors of an affidavit of\nthe owner or owners of such certificate, setting forth such allegation. The\nBoard of Directors may require the owner of such lost, stolen or destroyed\ncertificate, or such owner's legal representative, to give the Corporation a\nbond sufficient to indemnify it against any claim that may be made against it on\naccount\n\n\n                                       23\n\n                                                           MetLife, Inc. By-Laws\n\nof the alleged loss, theft or destruction of any such certificate or the\nissuance of any such new certificate.\n\n                  Section 5.04. Transfer of Stock. Upon surrender to the\nCorporation or the transfer agent of the Corporation of a certificate for\nshares, duly endorsed or accompanied by appropriate evidence of succession,\nassignment or authority to transfer, the Corporation shall issue a new\ncertificate to the person entitled thereto, cancel the old certificate and\nrecord the transaction upon its books. Within a reasonable time after the\ntransfer of uncertificated stock, the Corporation shall send to the registered\nowner thereof a written notice containing the information required to be set\nforth or stated on certificates pursuant to Sections 151, 156, 202(a) or 218(a)\nof the General Corporation Law of the State of Delaware. Subject to the\nprovisions of the Certificate of Incorporation and these By-Laws, the Board of\nDirectors may prescribe such additional rules and regulations as it may deem\nappropriate relating to the issue, transfer and registration of shares of the\nCorporation.\n\n                  Section 5.05. Record Date. (a) Stockholders Meetings. In order\nto determine the stockholders entitled to notice of or to vote at any meeting of\nstockholders or any adjournment thereof, the Board of Directors may fix, in\nadvance, a record date, which record date shall not precede the date on which\nthe resolution fixing the record date is adopted by the Board of Directors, and\nwhich shall not be more than sixty (60) nor less than ten (10) days before the\ndate of such meeting. A determination of stockholders of record entitled to\nnotice of or to vote at a meeting of stockholders shall apply to any adjournment\nof the meeting; provided, however, that the Board of Directors may fix a new\nrecord date for the adjourned meeting. If no record date is fixed, the record\ndate for determining stockholders for any such purpose shall be the close of\nbusiness on the day next preceding the day on which notice of the meeting is\ngiven, or, if notice is waived, at the close of business on the day next\npreceding the day on which the meeting is held.\n\n                  (b) Dividends and Other Distributions. In order that the\nCorporation may determine the stockholders entitled to receive payment of any\ndividend or other distribution or allotment of any rights of the stockholders\nentitled to exercise any rights in respect of any change, conversion or exchange\nof stock, or for the purpose of any other lawful action, the Board of Directors\nmay fix a record date, which record date shall not precede the date upon which\nthe resolution fixing the record date is adopted, and which record date shall be\nnot more than sixty (60) days prior to such action. If no record date is fixed,\nthe record date for determining stockholders for any such purpose shall be at\nthe close of business on the day on which the Board of Directors adopts the\nresolution relating thereto.\n\n                  Section 5.06. Registered Stockholders. Prior to due surrender\nof a certificate for registration of transfer, the Corporation may treat the\nregistered owner as\n\n\n                                       24\n\n                                                           MetLife, Inc. By-Laws\n\nthe person exclusively entitled to receive dividends and other distributions, to\nvote, to receive notice and otherwise to exercise all the rights and powers of\nthe owner of the shares represented by such certificate, and the Corporation\nshall not be bound to recognize any equitable or legal claim to or interest in\nsuch shares on the part of any other person, whether or not the Corporation\nshall have notice of such claim or interests. Whenever any transfer of shares\nshall be made for collateral security, and not absolutely, it shall be so\nexpressed in the entry of the transfer if, when the certificates are presented\nto the Corporation for transfer or uncertificated shares are requested to be\ntransferred, both the transferor and transferee request the Corporation to do\nso.\n\n                  Section 5.07. Transfer Agent and Registrar. The Board of\nDirectors may appoint one or more transfer agents and one or more registrars,\nand may require all certificates representing shares to bear the signature of\nany such transfer agents or registrars.\n\n\n                                   ARTICLE VI\n\n                                 INDEMNIFICATION\n\n                  Section 6.01. Nature of Indemnity. The Corporation shall\nindemnify any person who was or is a party or is threatened to be made a party\nto any threatened, pending or completed action, suit or proceeding (a\n'Proceeding'), whether civil, criminal, administrative or investigative, by\nreason of the fact that he or she is or was or has agreed to become a director\nor officer of the Corporation, or is or was serving or has agreed to serve at\nthe request of the Corporation as a director or officer, of another corporation,\npartnership, joint venture, trust or other entity, or by reason of any action\nalleged to have been taken or omitted in such capacity, against expenses\n(including attorneys' fees), judgments, fines and amounts paid in settlement\nactually and reasonably incurred by him or her or on his or her behalf in\nconnection with such action, suit or proceeding and any appeal therefrom, if he\nor she acted in good faith and in a manner he or she reasonably believed to be\nin or not opposed to the best interests of the Corporation and, with respect to\nany criminal action or proceeding, had no reasonable cause to believe that his\nor her conduct was unlawful; except that in the case of an action or suit by or\nin the name of the Corporation to procure a judgment in its favor (1) such\nindemnification shall be limited to expenses (including attorneys' fees)\nactually and reasonably incurred by such person in the defense or settlement of\nsuch action or suit, and (2) no indemnification shall be made in respect of any\nclaim, issue or matter as to which such person shall have been adjudged to be\nliable to the Corporation unless and only to the extent that the Delaware Court\nof Chancery or the court in which such action or suit was brought shall\ndetermine upon application that, despite the adjudication of liability but in\nview of all the circumstances of the case, such person is fairly and reasonably\nentitled to indemnity for such expenses\n\n\n                                       25\n\n                                                           MetLife, Inc. By-Laws\n\nwhich the Delaware Court of Chancery or such other court shall deem proper.\nNotwithstanding the foregoing, but subject to Section 6.05 of these By-Laws, the\nCorporation shall not be obligated to indemnify a director or officer of the\nCorporation in respect of a Proceeding (or such part thereof) instituted by such\ndirector or officer, unless such Proceeding (or such part thereof) has been\nauthorized by the Board of Directors.\n\n                  The termination of any action, suit or proceeding by judgment,\norder, settlement, conviction, or upon a plea of nolo contendere or its\nequivalent, shall not, of itself, create a presumption that the person did not\nact in good faith and in a manner which he or she reasonably believed to be in\nor not opposed to the best interests of the Corporation, and, with respect to\nany criminal action or proceeding, had reasonable cause to believe that his or\nher conduct was unlawful.\n\n                  Section 6.02. Determination that Indemnification is Proper.\nUnless ordered by a court, no indemnification of a present or former director or\nofficer of the Corporation under Section 6.01 hereof (unless ordered by a court)\nshall be made by the Corporation if a determination is made that indemnification\nof the present or former director or officer is not proper in the circumstances\nbecause he or she has not met the applicable standard of conduct set forth in\nSection 6.01 hereof.\n\n                  Section 6.03. Advance Payment of Expenses. Expenses (including\nattorneys' fees) incurred by a director or officer in defending any civil,\ncriminal, administrative or investigative action, suit or proceeding shall be\npaid by the Corporation in advance of the final disposition of such action, suit\nor proceeding upon receipt of an undertaking by or on behalf of the director or\nofficer to repay such amount with interest, as determined by the Corporation, if\nit shall ultimately be determined that such person is not entitled to be\nindemnified by the Corporation as authorized in this Article. Such expenses\n(including attorneys' fees) incurred by former directors and officers may be so\npaid upon such terms and conditions, if any, as the Corporation deems\nappropriate. The Board of Directors may authorize the Corporation's counsel to\nrepresent such director or officer in any action, suit or proceeding, whether or\nnot the Corporation is a party to such action, suit or proceeding.\n\n                  Section 6.04. Procedure for Indemnification of Directors and\nOfficers. Any indemnification of a director or officer of the Corporation under\nSection 6.01, or advance of costs, charges and expenses to a director or officer\nunder Section 6.04 of these By-Laws, shall be made promptly, and in any event\nwithin thirty (30) days, upon the written request of the director or officer. If\na determination by the Corporation that the director or officer is entitled to\nindemnification pursuant to this Article VI is required, and the Corporation\nfails to respond within sixty (60) days to a written request for indemnity, the\nCorporation shall be deemed to have approved such request. If the Corporation\ndenies a written request for indemnity or advancement of expenses, in whole\n\n\n                                       26\n\n                                                           MetLife, Inc. By-Laws\n\nor in part, or if payment in full pursuant to such request is not made within\nthirty (30) days, the right to indemnification or advances as granted by this\nArticle VI shall be enforceable by the director or officer in any court of\ncompetent jurisdiction. Such person's costs and expenses incurred in connection\nwith successfully establishing such person's right to indemnification or\nadvances, in whole or in part, in any such action shall also be indemnified by\nthe Corporation. It shall be a defense to any such action (other than an action\nbrought to enforce a claim for the advance of costs, charges and expenses under\nSection 6.03 of these By-Laws where the required undertaking, if any, has been\ntendered to the Corporation) that the claimant has not met the standard of\nconduct set forth in Section 6.01 of these By-Laws, but the burden of proving\nsuch defense shall be on the Corporation. Neither the failure of the Corporation\n(including its Board of Directors, its independent legal counsel, and its\nstockholders) to have made a determination prior to the commencement of such\naction that indemnification of the claimant is proper in the circumstances\nbecause he or she has met the applicable standard of conduct set forth in\nSection 6.01 of these By-Laws, nor the fact that there has been an actual\ndetermination by the Corporation (including its Board of Directors, its\nindependent legal counsel, and its stockholders) that the claimant has not met\nsuch applicable standard of conduct, shall be a defense to the action or create\na presumption that the claimant has not met the applicable standard of conduct.\n\n                  Section 6.05. Survival; Preservation of Other Rights. The\nforegoing indemnification and advancement provisions shall be deemed to be a\ncontract between the Corporation and each director or officer who serves in any\nsuch capacity at any time while these provisions as well as the relevant\nprovisions of the General Corporation Law of the State of Delaware are in effect\nand any repeal or modification thereof shall not affect any right or obligation\nthen existing with respect to any state of facts then or previously existing or\nany action, suit or proceeding previously or thereafter brought or threatened\nbased in whole or in part upon any such state of facts. Such a 'contract right'\nmay not be modified retroactively without the consent of such director or\nofficer.\n\n                  The indemnification and advancement provided by this Article\nVI shall not be deemed exclusive of any other rights to which those indemnified\nmay be entitled under any by-law, agreement, vote of stockholders or\ndisinterested Directors or otherwise, both as to action in such person's\nofficial capacity and as to action in another capacity while holding such\noffice, and, once an event has occurred with respect to which a Director or\nOfficer is or may be entitled to indemnification under this Article, such\nentitlement shall continue as to a person who has ceased to be a director or\nofficer and shall inure to the benefit of the heirs, executors and\nadministrators of such a person.\n\n                  Section 6.06. Insurance. The Corporation may purchase and\nmaintain insurance on behalf of any person who is or was or has agreed to become\na director or officer of the Corporation, or is or was serving at the request of\nthe Corporation as a\n\n\n                                       27\n\n                                                           MetLife, Inc. By-Laws\n\ndirector or officer of another corporation, partnership, joint venture, trust or\nother entity against any liability asserted against such person and incurred by\nsuch person or on such person's behalf in any such capacity, or arising out of\nsuch person's status as such, whether or not the Corporation would have the\npower to indemnify him or her against such liability under the provisions of\nthis Article VI; provided that such insurance is available on acceptable terms,\nwhich determination shall be made by the Chief Executive Officer.\n\n                  Section 6.07. Severability. If this Article VI or any portion\nhereof shall be invalidated on any ground by any court of competent\njurisdiction, then the Corporation shall nevertheless indemnify each director or\nofficer as to costs, charges and expenses (including attorneys' fees),\njudgments, fines and amounts paid in settlement with respect to any action, suit\nor proceeding, whether civil, criminal, administrative or investigative,\nincluding an action by or in the right of the Corporation, to the fullest extent\npermitted by any applicable portion of this Article VI that shall not have been\ninvalidated and to the fullest extent permitted by applicable law.\n\n                                   ARTICLE VII\n\n                                     OFFICES\n\n                  Section 7.01. Registered Office. The registered office of the\nCorporation in the State of Delaware shall be located at Corporation Trust\nCenter, 1209 Orange Street in the City of Wilmington, County of New Castle.\n\n                  Section 7.02. Other Offices. The Corporation may maintain\noffices or places of business at such other locations within or without the\nState of Delaware as the Board of Directors may from time to time determine or\nas the business of the Corporation may require.\n\n\n                                  ARTICLE VIII\n\n                               GENERAL PROVISIONS\n\n                  Section 8.01. Dividends. Subject to any applicable provisions\nof law and the Certificate of Incorporation, dividends upon the shares of the\nCorporation may be declared by the Board of Directors at any regular or special\nmeeting of the Board of Directors and any such dividend may be paid in cash,\nproperty or shares of the Corporation's capital stock.\n\n\n                                       28\n\n                                                           MetLife, Inc. By-Laws\n\n                  A member of the Board of Directors, or a member of any\ncommittee designated by the Board of Directors shall be fully protected in\nrelying in good faith upon the records of the Corporation and upon such\ninformation, opinions, reports or statements presented to the Corporation by any\nof its officers or employees, or committees of the Board of Directors, or by any\nother person as to matters the Director reasonably believes are within such\nother person's professional or expert competence and who has been selected with\nreasonable care by or on behalf of the Corporation, as to the value and amount\nof the assets, liabilities and\/or net profits of the Corporation, or any other\nfacts pertinent to the existence and amount of surplus or other funds from which\ndividends might properly be declared and paid.\n\n                  Section 8.02. Reserves. There may be set aside out of any\nfunds of the Corporation available for dividends such sum or sums as the Board\nof Directors from time to time, in its absolute discretion, thinks proper as a\nreserve or reserves to meet contingencies, or for equalizing dividends, or for\nrepairing or maintaining any property of the Corporation or for such other\npurpose as the Board of Directors shall think conducive to the interests of the\nCorporation, and the Board of Directors may similarly modify or abolish any such\nreserve.\n\n                  Section 8.03. Execution of Instruments. The Chief Executive\nOfficer, the President, any Vice President, the Secretary, the Chief Financial\nOfficer or the Treasurer may enter into any contract or execute and deliver any\ninstrument in the name and on behalf of the Corporation. The Board of Directors\nor the Chief Executive Officer may authorize any other officer or agent to enter\ninto any contract or execute and deliver any instrument in the name and on\nbehalf of the Corporation. Any such authorization may be general or limited to\nspecific contracts or instruments.\n\n                  Section 8.04. Corporate Indebtedness. No loan shall be\ncontracted on behalf of the Corporation, and no evidence of indebtedness shall\nbe issued in its name, unless authorized by the Board of Directors, the Chief\nExecutive Officer or the Chief Financial Officer. Such authorization may be\ngeneral or confined to specific instances. Loans so authorized may be effected\nat any time for the Corporation from any bank, trust company or other\ninstitution, or from any firm, corporation or individual. All bonds, debentures,\nnotes and other obligations or evidences of indebtedness of the Corporation\nissued for such loans shall be made, executed and delivered as the Board of\nDirectors, the Chief Executive Officer or the Chief Financial Officer shall\nauthorize. When so authorized by the Board of Directors, the Chief Executive\nOfficer or the Chief Financial Officer, any part of or all the properties,\nincluding contract rights, assets, business or good will of the Corporation,\nwhether then owned or thereafter acquired, may be mortgaged, pledged,\nhypothecated or conveyed or assigned in trust as security for the payment of\nsuch bonds, debentures, notes and other obligations or evidences of\n\n\n                                       29\n\n                                                           MetLife, Inc. By-Laws\n\nindebtedness of the Corporation, and of the interest thereon, by instruments\nexecuted and delivered in the name of the Corporation.\n\n                  Section 8.05. Deposits. Any funds of the Corporation may be\ndeposited from time to time in such banks, trust companies or other depositaries\nas may be determined by the Board of Directors, the Chief Executive Officer, the\nTreasurer or the Chief Financial Officer or by such officers or agents as may be\nauthorized by the Board of Directors or the Chief Executive Officer, the\nTreasurer or the Chief Financial Officer to make such determination.\n\n                  Section 8.06. Checks. All checks or demands for money and\nnotes of the Corporation shall be signed by such officer or officers or such\nagent or agents of the Corporation, and in such manner, as the Board of\nDirectors or the Chief Executive Officer from time to time may determine.\n\n                  Section 8.07. Sale, Transfer, etc. of Securities. To the\nextent authorized by the Board of Directors or by the Chief Executive Officer,\nthe President, any Vice President, the Secretary, the Chief Financial Officer or\nthe Treasurer or any other officers designated by the Board of Directors or the\nChief Executive Officer may sell, transfer, endorse, and assign any shares of\nstock, bonds or other securities owned by or held in the name of the\nCorporation, and may make, execute and deliver in the name of the Corporation,\nunder its corporate seal (if required), any instruments that may be appropriate\nto effect any such sale, transfer, endorsement or assignment.\n\n                  Section 8.08. Voting as Stockholder. Unless otherwise\ndetermined by resolution of the Board of Directors, the Chief Executive Officer,\nthe President or any Vice President shall have full power and authority on\nbehalf of the Corporation to attend any meeting of stockholders of any\ncorporation in which the Corporation may hold stock, and to act, vote (or\nexecute proxies to vote) and exercise in person or by proxy all other rights,\npowers and privileges incident to the ownership of such stock. Such officers\nacting on behalf of the Corporation shall have full power and authority to\nexecute any instrument expressing consent to or dissent from any action of any\nsuch corporation without a meeting. The Board of Directors may by resolution\nfrom time to time confer such power and authority upon any other person or\npersons.\n\n                  Section 8.09. Fiscal Year. The fiscal year of the Corporation\nshall commence on the first day of January of each year (except for the\nCorporation's first fiscal year which shall commence on the date of\nincorporation) and shall terminate in each case on December 31.\n\n                  Section 8.10. Seal. The seal of the Corporation shall be\ncircular in form and shall contain the name of the Corporation, the year of its\nincorporation and the words\n\n\n                                       30\n\n                                                           MetLife, Inc. By-Laws\n\n'Corporate Seal' and 'Delaware'. The form of such seal shall be subject to\nalteration by the Board of Directors. The seal may be used by causing it or a\nfacsimile thereof to be impressed, affixed or reproduced, or may be used in any\nother lawful manner.\n\n                                   ARTICLE IX\n\n                              AMENDMENT OF BY-LAWS\n\n                  Section 9.01. Amendment. These By-Laws may be amended, altered\nor repealed:\n\n                  (a) by resolution adopted by a majority of the Board of\n         Directors at any special or regular meeting of the Board of Directors\n         if, in the case of such special meeting only, notice of such amendment,\n         alteration or repeal is contained in the notice or waiver of notice of\n         such meeting; or\n\n                  (b) at any regular or special meeting of the stockholders upon\n         the affirmative vote of the holders of three-fourths (3\/4) or more of\n         the combined voting power of the outstanding shares of the Corporation\n         entitled to vote generally in the election of Directors if, in the case\n         of such special meeting only, notice of such amendment, alteration or\n         repeal is contained in the notice or waiver of notice of such meeting.\n\n\n\n                                    ARTICLE X\n\n                                  CONSTRUCTION\n\n                  Section 10.01. Construction. In the event of any conflict\nbetween the provisions of these By-Laws as in effect from time to time and the\nprovisions of the Certificate of Incorporation of the Corporation as in effect\nfrom time to time, the provisions of such Certificate of Incorporation shall be\ncontrolling.\n\n\n                                       31\n\n                                                           MetLife, Inc. 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