Except as specifically provided in the Senior Notes, MetLife, Inc. will not be required to
make any payment with respect to any tax, duty, assessment or other governmental charge imposed by any government or any political subdivision or taxing authority of or in any government or political subdivision.
Tax Redemption
Each series of the Senior
Notes may be redeemed at MetLife, Inc.s option, in whole but not in part, at a redemption price equal to 100% of the principal amount of the Senior Notes to be redeemed, plus accrued and unpaid interest thereon to, but excluding, the
redemption date, at any time, on giving not less than 30 nor more than 60 days notice in accordance with Notices below if:
(a) MetLife, Inc. has or will become obligated to pay Additional Amounts with respect to such series of the Senior Notes as a result of any
change in or amendment to the laws, regulations or rulings of the United States or any political subdivision or any taxing authority of or in the United States affecting taxation, or any change in or amendment to an official application,
interpretation, administration or enforcement of such laws, regulations or rulings, which change or amendment is announced or becomes effective on or after the date of this prospectus supplement, or
(b) any action shall have been taken by a taxing authority, or any action has been brought in a court of competent jurisdiction, in the United
States or any political subdivision or taxing authority of or in the United States, including any of those actions specified in (a) above, whether or not such action was taken or brought with respect to us, or any change, clarification,
amendment, application or interpretation of such laws, regulations or rulings shall be officially proposed, in any such case on or after the date of this prospectus supplement, which results in a substantial likelihood that MetLife, Inc. will be
required to pay Additional Amounts with respect to such series of the Senior Notes on the next interest payment date.
However, no such
notice of redemption shall be given earlier than 90 days prior to the earliest date on which MetLife, Inc. would be, in the case of a redemption for the reasons specified in (a) above, or there would be a substantial likelihood that MetLife,
Inc. would be, in the case of a redemption for the reasons specified in (b) above, obligated to pay such Additional Amounts if a payment in respect of the applicable series of the Senior Notes were then due and, at the time such notification of
redemption is given, such circumstance remains in effect.
Prior to the mailing or electronic delivery of any notice of redemption
pursuant to this section, MetLife, Inc. will deliver to the Trustee:
(1) a certificate signed by one of MetLife, Inc.s duly
authorized officers stating that MetLife, Inc. is entitled to effect such redemption and setting forth a statement of facts showing that the conditions precedent to MetLife, Inc.s right so to redeem have occurred, and
(2) a written opinion of independent legal counsel of nationally recognized standing to the effect that MetLife, Inc. has or will become
obligated to pay such Additional Amounts as a result of such change or amendment or that there is a substantial likelihood that MetLife, Inc. will be required to pay such Additional Amounts as a result of such action or proposed change,
clarification, amendment, application or interpretation, as the case may be.
Such notice, once delivered by MetLife, Inc. to the Trustee,
will be irrevocable.
Defeasance
The
discharge, defeasance and covenant defeasance provisions of the Indenture described under the caption Description of Debt Securities Discharge, Defeasance and Covenant Defeasance on page 15 of the accompanying prospectus will
apply to each series of the Senior Notes.
S-23