{"id":41614,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/certificate-of-incorporation-metlife-inc.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"certificate-of-incorporation-metlife-inc","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/formation\/certificate-of-incorporation-metlife-inc.html","title":{"rendered":"Certificate of Incorporation &#8211; MetLife Inc."},"content":{"rendered":"<pre>\n\n                              AMENDED AND RESTATED\n                          CERTIFICATE OF INCORPORATION\n\n                                       OF\n\n                                  METLIFE, INC.\n\n                                    ARTICLE I\n\n                               NAME OF CORPORATION\n\n           The name of the corporation is MetLife, Inc. (the 'Corporation').\n\n                                   ARTICLE II\n\n                                REGISTERED OFFICE\n\n           The Corporation's registered office in the State of Delaware is at\n1209 Orange Street, City of Wilmington, County of New Castle, Delaware. The name\nof its registered agent at such address is The Corporation Trust Company.\n\n                                   ARTICLE III\n\n                                     PURPOSE\n\n           The nature of the business of the Corporation and its purpose is to\nengage in any lawful act or activity for which corporations may be engaged under\nthe General Corporation Law of the State of Delaware.\n\n                                   ARTICLE IV\n\n                                      STOCK\n\n           SECTION 1. AUTHORIZED STOCK. The aggregate number of shares of stock\nthat the Corporation shall have authority to issue is three billion\n(3,000,000,000) shares of Common Stock, par value $.01 per share (the 'Common\nStock'), and two hundred million (200,000,000) shares of Preferred Stock, par\nvalue $.01 per share (the 'Preferred Stock'). Subject to the rights of the\nholders of any class or series of Preferred Stock or Common Stock provided by\nthis Certificate of Incorporation, or otherwise by law, the number of\nauthorized shares of the Common Stock and the Preferred Stock or any other\n\n\n                                       1\n\nclass of stock may be increased or decreased (but not below the number of shares\nthereof then outstanding) by the affirmative vote of the holders of a majority\nof the combined voting power of the outstanding shares of stock of the\nCorporation entitled to vote thereon, and, irrespective of the provisions of\nSection 242(b)(2) of the General Corporation Law of the State of Delaware or any\ncorresponding provision hereinafter enacted, with such outstanding shares of\nCommon Stock and other stock considered for this purpose a single class.\n\n           SECTION 2. PREFERRED STOCK. (a) The Preferred Stock may be issued at\nany time and from time to time in one or more series. The Board of Directors is\nhereby authorized to provide by resolution for the issuance of shares of\nPreferred Stock in series and, by filing a certificate of designation containing\nsuch resolution pursuant to the applicable provisions of the General Corporation\nLaw of the State of Delaware (hereinafter referred to as a 'Preferred Stock\nCertificate of Designation'), to establish from time to time the number of\nshares to be included in each such series, and to fix the designation, powers,\npreferences and rights of shares of each such series and the qualifications,\nlimitations and restrictions thereof.\n\n           (b) The authority of the Board of Directors with respect to each\nseries of Preferred Stock shall include, but not be limited to, determination of\nthe following:\n\n                      (i)        the designation of the series, which may be by\n                                 distinguishing number, letter or title;\n\n                      (ii)       the number of shares of the series, which\n                                 number the Board of Directors may thereafter\n                                 (except where otherwise provided in the\n                                 applicable Preferred Stock Certificate of\n                                 Designation) increase or decrease (but not\n                                 below the number of shares thereof then\n                                 outstanding);\n\n                      (iii)      whether dividends, if any, shall be cumulative\n                                 or noncumulative and the dividend rate of the\n                                 series;\n\n                      (iv)       whether dividends, if any, shall be payable in\n                                 cash, in kind or otherwise;\n\n                      (v)        the dates on which dividends, if any, shall be\n                                 payable;\n\n                      (vi)       the redemption rights and price or prices, if\n                                 any, for shares of the series;\n\n\n                                       2\n\n                      (vii)      the terms and amount of any sinking fund\n                                 provided for the purchase or redemption of\n                                 shares of the series;\n\n                      (viii)     the amounts payable on shares of the series in\n                                 the event of any voluntary or involuntary\n                                 liquidation, dissolution or winding up of the\n                                 affairs of the Corporation;\n\n                      (ix)       whether the shares of the series shall be\n                                 convertible or exchangeable into shares of any\n                                 other class or series, or any other security,\n                                 of the Corporation or any other corporation,\n                                 and, if so, the specification of such other\n                                 class or series or such other security, the\n                                 conversion or exchange price or prices or rate\n                                 or rates, any adjustments thereof, the date or\n                                 dates as of which such shares shall be\n                                 convertible or exchangeable and all other terms\n                                 and conditions upon which such conversion or\n                                 exchange may be made;\n\n                      (x)        restrictions on the issuance of shares of the\n                                 same series or of any other class or series;\n                                 and\n\n                      (xi)       whether or not the holders of the shares of\n                                 such series shall have voting rights, in\n                                 addition to the voting rights provided by law,\n                                 and if so, the terms of such voting rights,\n                                 which may provide, among other things and\n                                 subject to the other provisions of this\n                                 Certificate of Incorporation, that each share\n                                 of such series shall carry one vote or more or\n                                 less than one vote per share, that the holders\n                                 of such series shall be entitled to vote on\n                                 certain matters as a separate class (which for\n                                 such purpose may be comprised solely of such\n                                 series or of such series and one or more other\n                                 series or classes of stock of the Corporation)\n                                 and that all the shares of such series entitled\n                                 to vote on a particular matter shall be deemed\n                                 to be voted on such matter in the manner that a\n                                 specified portion of the voting power of the\n                                 shares of such series or separate class are\n                                 voted on such matter.\n\n           (c) The Common Stock shall be subject to the express terms of the\nPreferred Stock and any series thereof.\n\n           (d) Except as otherwise required by law, holders of Common Stock, as\nsuch, shall not be entitled to vote on any amendment to this Certificate of\nIncorporation that alters or changes the powers, preferences, rights or other\nterms of one or more outstanding series of Preferred Stock if the holders of\nsuch affected series are entitled, either separately or together with the\nholders of one or more other series of Preferred\n\n\n                                       3\n\nStock, to vote thereon as a separate class pursuant to this Certificate of\nIncorporation or a Preferred Stock Certificate of Designation or pursuant to the\nGeneral Corporation Law of the State of Delaware as currently in effect or as\nthe same may hereafter be amended.\n\n           (e) For purposes hereof and the By-Laws, the term 'Certificate of\nIncorporation' includes the Certificate of Incorporation as it may be amended by\na Preferred Stock Certificate of Designation from time to time.\n\n           SECTION 3. VOTING IN ELECTION OF DIRECTORS. Except as may be required\nby law or as provided in this Certificate of Incorporation, the Common Stock\nshall have the exclusive right to vote for the election of Directors and for all\nother purposes, and holders of Preferred Stock shall not be entitled to vote on\nany matter or receive notice of any meeting of stockholders. The election of\nDirectors need not be taken by written ballot.\n\n           SECTION 4. OWNER. The Corporation shall be entitled to treat the\nperson in whose name any share of its stock is registered as the owner thereof\nfor all purposes and shall not be bound to recognize any equitable or other\nclaim to, or interest in, such share on the part of any other person, whether or\nnot the Corporation shall have notice thereof, except as expressly provided by\napplicable law.\n\n           SECTION 5. STOCKHOLDER RIGHTS PLANS. The Board of Directors is hereby\nauthorized to create and issue, whether or not in connection with the issuance\nand sale of any of its stock or other securities or property, rights entitling\nthe holders thereof to purchase from the Corporation shares of stock or other\nsecurities of the Corporation or any other corporation. The times at which and\nthe terms upon which such rights are to be issued will be determined by the\nBoard of Directors and set forth in the contracts or instruments that evidence\nsuch rights. The authority of the Board of Directors with respect to such rights\nshall include, but not be limited to, determination of the following:\n\n           (a)        the initial purchase price per share or other unit of the\n                      stock or other securities or property to be purchased upon\n                      exercise of such rights;\n\n           (b)        provisions relating to the times at which and the\n                      circumstances under which such rights may be exercised or\n                      sold or otherwise transferred, either together with or\n                      separately from any other stock or other securities of the\n                      Corporation;\n\n           (c)        provisions which adjust the number or exercise price of\n                      such rights, or amount or nature of the stock or other\n                      securities or property receivable upon exercise of such\n                      rights, in the event of a combination, split or\n                      recapitalization of any stock of the Corporation, a change\n                      in ownership of the Corporation's stock or other\n                      securities or a reorganization, merger,\n\n\n                                       4\n\n                      consolidation, sale of assets or other occurrence relating\n                      to the Corporation or any stock of the Corporation, and\n                      provisions restricting the ability of the Corporation to\n                      enter into any such transaction absent an assumption by\n                      the other party or parties thereto of the obligations of\n                      the Corporation under such rights;\n\n           (d)        provisions which deny the holder of a specified percentage\n                      of the outstanding stock or other securities of the\n                      Corporation the right to exercise such rights and\/or cause\n                      the rights held by such holder to become void;\n\n           (e)        provisions which permit the Corporation to redeem such\n                      rights or which prohibit or limit the redemption of such\n                      rights; and\n\n           (f)        the appointment of a rights agent with respect to such\n                      rights.\n\n\n                                    ARTICLE V\n\n                                  INCORPORATOR\n\n           The name and mailing address of the incorporator is as follows:\n\n                      Gary A. Beller\n                      Metropolitan Life Insurance Company\n                      One Madison Avenue\n                      New York, New York 10010\n\n                                   ARTICLE VI\n\n                               BOARD OF DIRECTORS;\n                          MANAGEMENT OF THE CORPORATION\n\n           SECTION 1. CLASSIFIED BOARD. (a) The Directors of the Corporation,\nsubject to the rights of the holders of shares of any class or series of\nPreferred Stock, shall be classified with respect to the time for which they\nseverally hold office, into three classes, as nearly equal in number as\npossible, as shall be provided in the By-Laws of the Corporation, one class\n('Class I') whose term expires at the 2000 annual meeting of stockholders,\nanother class ('Class II') whose term expires at the 2001 annual meeting of\nstockholders, and another class ('Class III') whose term expires at the 2002\nannual meeting of stockholders, with each class to hold office until its\nsuccessors are elected and qualified. At each annual meeting of stockholders of\nthe Corporation, the date of which will be fixed pursuant to the By-Laws of the\nCorporation, and subject to the rights of the\n\n\n                                      5\n\nholders of shares of any class or series of Preferred Stock, the successors of\nthe 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. POLICYHOLDER TRUST. While the Trust (as defined below) is\nin existence, each Director shall, in exercising his or her duties as a\ndirector, take the interests of the beneficiaries of the Trust into account as\nif they were holders of the shares of Common Stock held therein, except to the\nextent that any such Director determines, based on advice of counsel, that to do\nso would violate his or her duties as a director under Delaware law. For\npurposes of this Section 2, the 'Trust' shall mean the Policyholder Trust\ncreated by the Policyholder Trust Agreement among the Corporation, Metropolitan\nLife Insurance Company, Wilmington Trust Company and Chase Mellon Shareholder\nServices, L.L.C., dated November 3, 1999, as such may be amended from time to\ntime.\n\n           SECTION 3. MANAGEMENT OF BUSINESS. The following provisions are\ninserted for the management of the business, for the conduct of the affairs of\nthe Corporation and for the purpose of creating, defining, limiting and\nregulating the powers of the Corporation and its directors and stockholders:\n\n           (a)        Subject to the rights of any holders of any series of\n                      Preferred Stock, if any, to elect additional Directors\n                      under specified circumstances, the holders of a majority\n                      of the combined voting power of the then outstanding stock\n                      of the Corporation entitled to vote generally in the\n                      election of Directors may remove any Director, but only\n                      for cause.\n\n           (b)        Vacancies in the Board of Directors resulting from death,\n                      resignation, retirement, disqualification, removal from\n                      office or other cause and newly created directorships\n                      resulting from any increase in the authorized number of\n                      Directors shall be filled in the manner provided in the\n                      By-Laws of the Corporation.\n\n           (c)        Advance notice of nominations for the election of\n                      Directors shall be given in the manner and to the extent\n                      provided in the By-Laws of the Corporation.\n\n           (d)        The election of Directors may be conducted in any manner\n                      approved by the officer presiding at a meeting of\n                      stockholders or the Director presiding at a meeting of the\n                      Board of Directors, as the case may be, at the time when\n                      the election is held and need not be by written ballot.\n                      \n\n                                       6\n\n           (e)        All corporate powers and authority of the Corporation\n                      (except as at the time otherwise provided by law, by this\n                      Certificate of Incorporation or by the By-Laws) shall be\n                      vested in and exercised by the Board of Directors.\n\n           (f)        The Board of Directors shall have the power without the\n                      assent or vote of the stockholders to adopt, amend, alter\n                      or repeal the By-Laws of the Corporation, except to the\n                      extent that the By-Laws or this Certificate of\n                      Incorporation otherwise provide. In addition to any\n                      requirements of law and any other provision of this\n                      Certificate of Incorporation, the stockholders of the\n                      Corporation may adopt, amend, alter or repeal any\n                      provision of the By-Laws upon the affirmative vote of the\n                      holders of three-quarters (3\/4) or more of the combined\n                      voting power of the then outstanding stock of the\n                      Corporation entitled to vote generally in the election of\n                      Directors.\n\n                                   ARTICLE VII\n\n                             LIABILITY OF DIRECTORS\n\n           SECTION 1. GENERAL. No Director of the Corporation shall be liable to\nthe Corporation or its stockholders for monetary damages for breach of his or\nher fiduciary duty as a Director, except to the extent that such exemption from\nliability or limitation thereof is not permitted under the General Corporation\nLaw of the State of Delaware as currently in effect or as the same may hereafter\nbe amended.\n\n           SECTION 2. REPEAL OR MODIFICATION. Any repeal or modification of this\nArticle VII by the stockholders of the Corporation shall not adversely affect\nany right or protection of a Director, officer or the Corporation existing at\nthe time of such repeal or modification. If the General Corporation Law of the\nState of Delaware is amended after the filing of this Certificate of\nIncorporation to authorize corporate action further eliminating or limiting the\npersonal liability of Directors, then the liability of a Director of the \nCorporation shall be eliminated or limited to the fullest extent permitted by \nthe General Corporation Law of the State of Delaware, as so amended.\n\n                                  ARTICLE VIII\n\n                    NO STOCKHOLDER ACTIONS BY WRITTEN CONSENT\n\n           Any action required or permitted to be taken by the stockholders of\nthe Corporation must be effected at a duly called annual or special meeting of\nthe stockholders of the Corporation, and the ability of the stockholders to\nconsent in writing to the taking of any action, including (but not limited to)\nthe election of Directors, is specifically denied.\n\n\n                                       7\n\n                                   ARTICLE IX\n\n                                    AMENDMENT\n\n           The Corporation reserves the right to amend or repeal any provision\ncontained in this Certificate of Incorporation in the manner now or hereafter\nprescribed by the laws of the State of Delaware, and all rights herein conferred\nupon stockholders or Directors (in the present form of this Certificate of\nIncorporation or as hereinafter amended) are granted subject to this\nreservation; provided, however, that any amendment or repeal of Article VII of\nthis Certificate of Incorporation shall not adversely affect any right or\nprotection existing hereunder immediately prior to such amendment or repeal;\nand, provided, further, that Section 5 of Article IV and Articles VI, VII, VIII\nand this Article IX of this Certificate of Incorporation shall not be amended,\naltered or repealed without the affirmative vote of the holders of at least\nthree-quarters (3\/4) of the then outstanding stock of the Corporation entitled\nto vote generally in the election of Directors.\n\n\n                                       8\n\n\n<\/pre>\n","protected":false},"template":"","meta":{"_acf_changed":false,"_stopmodifiedupdate":true,"_modified_date":"","_cloudinary_featured_overwrite":false},"corporate_contracts_companies":[8205],"corporate_contracts_industries":[9445],"corporate_contracts_types":[9573,9575],"class_list":["post-41614","corporate_contracts","type-corporate_contracts","status-publish","hentry","corporate_contracts_companies-metlife-inc","corporate_contracts_industries-insurance__life","corporate_contracts_types-formation","corporate_contracts_types-formation__incorporation"],"acf":[],"_links":{"self":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts\/41614","targetHints":{"allow":["GET"]}}],"collection":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts"}],"about":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/types\/corporate_contracts"}],"wp:attachment":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/media?parent=41614"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=41614"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=41614"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=41614"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}