Common use of Form of Series A Debentures Clause in Contracts

Form of Series A Debentures. The Series A Debentures and the Trustee's Certificate of Authentication to be endorsed thereon are to be substantially in the following forms: [IF THE SERIES A DEBENTURE IS TO BE A GLOBAL SERIES A DEBENTURE, INSERT - This Series A Debenture is a Global Series A Debenture within the meaning of the Indenture (as defined on the reverse hereof) and is registered in the name of the Depositary or a nominee of the Depositary. This Series A Debenture is exchangeable for Series A Debentures registered in the name of a person other than the Depositary or its nominee only in the limited circumstances described in the Indenture, and no transfer of this Series A Debenture (other than a transfer of this Series A Debenture as a whole by the Depositary to a nominee of the Depositary or by a nominee of the Depositary to the Depositary or another nominee of the Depositary) may be registered except in limited circumstances. Unless this Series A Debenture is presented by an authorized representative of The Depository Trust Company (55 Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx) to the issuer or its agent for registration of transfer, exchange or payment, and any Series A Debenture issued is registered in the name of Cede & Co. or such other name as requested by an authorized representative of The Depository Trust Company and any payment hereon is made to Cede & Co., ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY A PERSON IS WRONGFUL since the registered owner hereof, Cede & Co., has an interest herein.] THE SERIES A DEBENTURES ARE THE UNSECURED AND UNSUBORDINATED OBLIGATIONS OF METLIFE, INC. AND ARE NOT DEPOSITS, SAVINGS ACCOUNTS OR OTHER OBLIGATIONS OF ANY BANK OR SAVINGS ASSOCIATION. THE SERIES A DEBENTURES ARE NOT INSURED BY THE FEDERAL DEPOSIT INSURANCE CORPORATION, THE BANK INSURANCE FUND OR ANY OTHER GOVERNMENT AGENCY OR INSURER.

Form of Series A Debentures. The Series A Debentures and the Trustee's Certificate of Authentication to be endorsed thereon are to be substantially in the following forms: (FORM OF FACE OF DEBENTURE) [IF THE SERIES A DEBENTURE NOTE IS TO BE A GLOBAL SERIES A DEBENTURE, INSERT - This Series A Debenture is a Global Series A Debenture within the meaning of the Indenture (as defined on the reverse hereof) hereinafter referred to and is registered in the name of the a Depositary or a nominee of the a Depositary. This Series A Debenture is exchangeable for Series A Debentures registered in the name of a person other than the Depositary or its nominee only in the limited circumstances described in the Indenture, and no transfer of this Series A Debenture (other than a transfer of this Series A Debenture as a whole by the Depositary to a nominee of the Depositary or by a nominee of the Depositary to the Depositary or another nominee of the Depositary) may be registered except in limited circumstances. Unless this Series A Debenture is presented by an authorized representative of to The Depository Trust Company (55 Xxxxx Wxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx) to xx the issuer or its agent for registration of transfer, exchange or payment, and any Series A Debenture issued is registered in the name of Cede & Co. or such other name as requested by an authorized representative of The Depository Trust Company and any payment hereon is made to Cede & Co., ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY A PERSON IS WRONGFUL since the registered owner hereof, Cede & Co., has an interest herein.] THE No. $ [CUSIP NO. ] ------------------------- LITCHFIELD FINANCIAL CORPORATION -- % SERIES A DEBENTURES ARE THE UNSECURED AND UNSUBORDINATED OBLIGATIONS OF METLIFE, INC. AND ARE NOT DEPOSITS, SAVINGS ACCOUNTS OR OTHER OBLIGATIONS OF ANY BANK OR SAVINGS ASSOCIATION. THE SERIES A DEBENTURES ARE NOT INSURED BY THE FEDERAL DEPOSIT INSURANCE JUNIOR SUBORDINATED DEBENTURE DUE 2019 LITCHFIELD FINANCIAL CORPORATION, THE BANK INSURANCE FUND OR ANY OTHER GOVERNMENT AGENCY OR INSURERa corporation duly organized and existing under the laws of The Commonwealth of Massachusetts (herein referred to as the "Company", which term includes any successor corporation under the Indenture hereinafter referred to), for value received, hereby promises to pay to _____________________________, or registered assigns, the principal sum of ___________________ Dollars on __________, 2019, provided, if a Tax Event occurs, then the Company will have the right (a) prior to the dissolution of Litchfield Capital Trust I, to shorten the Maturity Date of this series of Debentures to the minimum extent required, but not earlier than _______________, or (b) to direct the Property Trustee to dissolve Litchfield Capital Trust I (if not previously dissolved) and shorten the Maturity Date of this series of Debentures to the minimum extent required, but not earlier than _______________, in each case such that in the opinion of counsel to the Company, experienced in such matters, after shortening the Maturity Date, interest paid on this series of Debentures will be deductible for federal income tax purposes, and to pay interest on said principal sum from __________, 1999 or from the most recent interest payment date (each such date, an "Interest Payment Date") to which interest has been paid or duly provided for, quarterly in arrears on June 30, September 30, December 31 and March 31 of each year, commencing __________, 1999 at the rate of __% per annum plus Additional Interest and Compounded Interest, if any, until the principal hereof shall have become due and payable, and on any overdue principal and premium, if any. So long as the Company is not in default in the payment of interest on this series of Debentures, the Company shall have the right to defer payments of interest on this series of Debentures by extending the interest payment period of this series of Debentures at any time from time to time for up to 20 consecutive quarterly interest periods (each such period an "Extended Interest Payment Period"), at the end of which period the Company shall pay all interest accrued and unpaid thereon (together with Compounded Interest and Additional Interest, if any); provided that no Extended Interest Payment Period may extend beyond the Maturity Date or redemption date of this series of Debentures. Prior to the termination of any Extended Interest Payment Period, the Company may pay all or any portion of the interest accrued on this series of Debentures on any Interest Payment Date to holders of record on the regular record date for such Interest Payment Date or prepay at any time all or any portion of the interest accrued during an Extension Period or from time to time further extend such Extended Interest Payment Period; provided that such Extended Interest Payment Period together with all such further extensions thereof shall not exceed 20 consecutive quarterly interest periods or extend beyond the Maturity Date or redemption date of this series of Debentures. Upon the termination of any Extended Interest Payment Period and the payment of all accrued and unpaid interest, including any Additional Interest and Compounded Interest, the Company may commence a new Extended Interest Payment Period, subject to the foregoing requirements. No interest shall be due and payable during an Extended Interest Payment Period, except at the end thereof. On the Interest Payment Date occurring at the end of the Extended Interest Payment Period, the Company shall pay all accrued and unpaid interest on this series of Debentures, including any Additional Interest and Compounded Interest, to the holders of this series of Debentures in whose names this series of Debentures are registered in the Debenture Register (regardless of who the holders of record may have been on other dates during the Extended Interest Payment Period) on the record date for such Interest Payment Date.

Form of Series A Debentures. The Series A Debentures and the Trustee's Certificate of Authentication to be endorsed thereon are to be substantially in the following forms: [IF THE SERIES A DEBENTURE IS TO BE A GLOBAL SERIES A DEBENTURE, INSERT - This Series A Debenture is a Global Series A Debenture within the meaning of the Indenture (as defined on the reverse hereof) and is registered in the name of the Depositary or a nominee of the Depositary. This Series A Debenture is exchangeable for Series A Debentures registered in the name of a person other than the Depositary or its nominee only in the limited circumstances described in the Indenture, and no transfer of this Series A Debenture (other than a transfer of this Series A Debenture as a whole by the Depositary to a nominee of the Depositary or by a nominee of the Depositary to the Depositary or another nominee of the Depositary) may be registered except in limited circumstances. Unless this Series A Debenture is presented by an authorized representative of The Depository Trust Company (55 Xxxxx XxxxxxWater Street, Xxx XxxxNew York, Xxx XxxxNew York) to the issuer or its agent for registration of transferregisxxxxxxx xx xxxxxxxx, exchange or xxxxxxxx xx payment, and any Series A Debenture issued is registered in the name of Cede & Co. or such other name as requested by an authorized representative of The Depository Trust Company and any payment hereon is made to Cede & Co., ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY A PERSON IS WRONGFUL since the registered owner hereof, Cede & Co., has an interest herein.] THE SERIES A DEBENTURES ARE THE UNSECURED AND UNSUBORDINATED OBLIGATIONS OF METLIFE, INC. AND ARE NOT DEPOSITS, SAVINGS ACCOUNTS OR OTHER OBLIGATIONS OF ANY BANK OR SAVINGS ASSOCIATION. THE SERIES A DEBENTURES ARE NOT INSURED BY THE FEDERAL DEPOSIT INSURANCE CORPORATION, THE BANK INSURANCE FUND OR ANY OTHER GOVERNMENT AGENCY OR INSURER.]

Form of Series A Debentures. The Series A Debentures and the Trustee's Certificate of Authentication to be endorsed thereon are to be substantially in the following forms: (FORM OF FACE OF DEBENTURE) [IF THE SERIES A DEBENTURE NOTE IS TO BE A GLOBAL SERIES A DEBENTURE, INSERT - This Series A Debenture is a Global Series A Debenture within the meaning of the Indenture (as defined on the reverse hereof) hereinafter referred to and is registered in the name of the a Depositary or a nominee of the a Depositary. This Series A Debenture is exchangeable for Series A Debentures registered in the name of a person other than the Depositary or its nominee only in the limited circumstances described in the Indenture, and no transfer of this Series A Debenture (other than a transfer of this Series A Debenture as a whole by the Depositary to a nominee of the Depositary or by a nominee of the Depositary to the Depositary or another nominee of the Depositary) may be registered except in limited circumstances. Unless this Series A Debenture is presented by an authorized representative of to The Depository Trust Company (55 Xxxxx Watex Xxxxxx, Xxx Xxxx, Xxx Xxxx) to xx the issuer or its agent for registration of transfer, exchange or payment, and any Series A Debenture issued is registered in the name of Cede & Co. or such other name as requested by an authorized representative of The Depository Trust Company and any payment hereon is made to Cede & Co., ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY A PERSON IS WRONGFUL since the registered owner hereof, Cede & Co., has an interest herein.] THE No. $ [CUSIP NO. ] ------------------------- LITCHFIELD FINANCIAL CORPORATION -- % SERIES A DEBENTURES ARE THE UNSECURED AND UNSUBORDINATED OBLIGATIONS OF METLIFE, INC. AND ARE NOT DEPOSITS, SAVINGS ACCOUNTS OR OTHER OBLIGATIONS OF ANY BANK OR SAVINGS ASSOCIATION. THE SERIES A DEBENTURES ARE NOT INSURED BY THE FEDERAL DEPOSIT INSURANCE JUNIOR SUBORDINATED DEBENTURE DUE 2029 LITCHFIELD FINANCIAL CORPORATION, THE BANK INSURANCE FUND OR ANY OTHER GOVERNMENT AGENCY OR INSURERa corporation duly organized and existing under the laws of The Commonwealth of Massachusetts (herein referred to as the "Company", which term includes any successor corporation under the Indenture hereinafter referred to), for value received, hereby promises to pay to _____________________________, or registered assigns, the principal sum of ___________________ Dollars on __________, 2029, provided, if a Tax Event occurs, then the Company will have the right (a) prior to the dissolution of Litchfield Capital Trust I, to shorten the Maturity Date of this series of Debentures to the minimum extent required, but not earlier than _______________, or (b) to direct the Property Trustee to dissolve Litchfield Capital Trust I (if not previously dissolved) and shorten the Maturity Date of this series of Debentures to the minimum extent required, but not earlier than _______________, in each case such that in the opinion of counsel to the Company, experienced in such matters, after shortening the Maturity Date, interest paid on this series of Debentures will be deductible for federal income tax purposes, and to pay interest on said principal sum from __________, 1999 or from the most recent interest payment date (each such date, an "Interest Payment Date") to which interest has been paid or duly provided for, quarterly in arrears on June 30, September 30, December 31 and March 31 of each year, commencing __________, 1999 at the rate of __% per annum plus Additional Interest and Compounded Interest, if any, until the principal hereof shall have become due and payable, and on any overdue principal and premium, if any. So long as the Company is not in default in the payment of interest on this series of Debentures, the Company shall have the right to defer payments of interest on this series of Debentures by extending the interest payment period of this series of Debentures at any time from time to time for up to 20 consecutive quarterly interest periods (each such period an "Extended Interest Payment Period"), at the end of which period the Company shall pay all interest accrued and unpaid thereon (together with Compounded Interest and Additional Interest, if any); provided that no Extended Interest Payment Period may extend beyond the Maturity Date or redemption date of this series of Debentures. Prior to the termination of any Extended Interest Payment Period, the Company may pay all or any portion of the interest accrued on this series of Debentures on any Interest Payment Date to holders of record on the regular record date for such Interest Payment Date or prepay at any time all or any portion of the interest accrued during an Extension Period or from time to time further extend such Extended Interest Payment Period; provided that such Extended Interest Payment Period together with all such further extensions thereof shall not exceed 20 consecutive quarterly interest periods or extend beyond the Maturity Date or redemption date of this series of Debentures. Upon the termination of any Extended Interest Payment Period and the payment of all accrued and unpaid interest, including any Additional Interest and Compounded Interest, the Company may commence a new Extended Interest Payment Period, subject to the foregoing requirements. No interest shall be due and payable during an Extended Interest Payment Period, except at the end thereof. On the Interest Payment Date occurring at the end of the Extended Interest Payment Period, the Company shall pay all accrued and unpaid interest on this series of Debentures, including any Additional Interest and Compounded Interest, to the holders of this series of Debentures in whose names this series of Debentures are registered in the Debenture Register (regardless of who the holders of record may have been on other dates during the Extended Interest Payment Period) on the record date for such Interest Payment Date.