Exhibit 3.1
AMENDED AND RESTATED
CERTIFICATE OF INCORPORATION
OF
METLIFE, INC.
ARTICLE I
NAME OF CORPORATION
The name of the corporation is MetLife, Inc. (the "Corporation").
ARTICLE II
REGISTERED OFFICE
The Corporation's registered office in the State of Delaware is at
1209 Orange Street, City of Wilmington, County of New Castle, Delaware. The name
of its registered agent at such address is The Corporation Trust Company.
ARTICLE III
PURPOSE
The nature of the business of the Corporation and its purpose is to
engage in any lawful act or activity for which corporations may be engaged under
the General Corporation Law of the State of Delaware.
ARTICLE IV
STOCK
SECTION 1. AUTHORIZED STOCK. The aggregate number of shares of stock
that the Corporation shall have authority to issue is three billion
(3,000,000,000) shares of Common Stock, par value $.01 per share (the "Common
Stock"), and two hundred million (200,000,000) shares of Preferred Stock, par
value $.01 per share (the "Preferred Stock"). Subject to the rights of the
holders of any class or series of Preferred Stock or Common Stock provided by
this Certificate of Incorporation, or otherwise by law, the number of authorized
shares of the Common Stock and the Preferred Stock or any other class of
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stock may be increased or decreased (but not below the number of shares thereof
then outstanding) by the affirmative vote of the holders of a majority of the
combined voting power of the outstanding shares of stock of the Corporation
entitled to vote thereon, and, irrespective of the provisions of Section
242(b)(2) of the General Corporation Law of the State of Delaware or any
corresponding provision hereinafter enacted, with such outstanding shares of
Common Stock and other stock considered for this purpose a single class.
SECTION 2. PREFERRED STOCK. (a) The Preferred Stock may be issued at
any time and from time to time in one or more series. The Board of Directors is
hereby authorized to provide by resolution for the issuance of shares of
Preferred Stock in series and, by filing a certificate of designation containing
such resolution pursuant to the applicable provisions of the General Corporation
Law of the State of Delaware (hereinafter referred to as a "Preferred Stock
Certificate of Designation"), to establish from time to time the number of
shares to be included in each such series, and to fix the designation, powers,
preferences and rights of shares of each such series and the qualifications,
limitations and restrictions thereof.
(b) The authority of the Board of Directors with respect to each
series of Preferred Stock shall include, but not be limited to, determination of
the following:
(i) the designation of the series, which may be by
distinguishing number, letter or title;
(ii) the number of shares of the series, which number the
Board of Directors may thereafter (except where
otherwise provided in the applicable Preferred Stock
Certificate of Designation) increase or decrease (but
not below the number of shares thereof then
outstanding);
(iii) whether dividends, if any, shall be cumulative or
noncumulative and the dividend rate of the series;
(iv) whether dividends, if any, shall be payable in cash,
in kind or otherwise;
(v) the dates on which dividends, if any, shall be
payable;
(vi) the redemption rights and price or prices, if any,
for shares of the series;
(vii) the terms and amount of any sinking fund provided for
the purchase or redemption of shares of the series;
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(viii) the amounts payable on shares of the series in the
event of any voluntary or involuntary liquidation,
dissolution or winding up of the affairs of the
Corporation;
(ix) whether the shares of the series shall be convertible
or exchangeable into shares of any other class or
series, or any other security, of the Corporation or
any other corporation, and, if so, the specification
of such other class or series or such other security,
the conversion or exchange price or prices or rate or
rates, any adjustments thereof, the date or dates as
of which such shares shall be convertible or
exchangeable and all other terms and conditions upon
which such conversion or exchange may be made;
(x) restrictions on the issuance of shares of the same
series or of any other class or series; and
(xi) whether or not the holders of the shares of such
series shall have voting rights, in addition to the
voting rights provided by law, and if so, the terms
of such voting rights, which may provide, among other
things and subject to the other provisions of this
Certificate of Incorporation, that each share of such
series shall carry one vote or more or less than one
vote per share, that the holders of such series shall
be entitled to vote on certain matters as a separate
class (which for such purpose may be comprised solely
of such series or of such series and one or more
other series or classes of stock of the Corporation)
and that all the shares of such series entitled to
vote on a particular matter shall be deemed to be
voted on such matter in the manner that a specified
portion of the voting power of the shares of such
series or separate class are voted on such matter.
(c) The Common Stock shall be subject to the express terms of the
Preferred Stock and any series thereof.
(d) Except as otherwise required by law, holders of Common Stock, as
such, shall not be entitled to vote on any amendment to this Certificate of
Incorporation that alters or changes the powers, preferences, rights or other
terms of one or more outstanding series of Preferred Stock if the holders of
such affected series are entitled, either separately or together with the
holders of one or more other series of Preferred Stock, to vote thereon as a
separate class pursuant to this Certificate of Incorporation or a Preferred
Stock Certificate of Designation or pursuant to the General Corporation Law of
the State of Delaware as currently in effect or as the same may hereafter be
amended.
(e) For purposes hereof and the By-Laws, the term "Certificate of
Incorporation" includes the Certificate of Incorporation as it may be amended by
a Preferred Stock Certificate of Designation from time to time.
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SECTION 3. VOTING IN ELECTION OF DIRECTORS. Except as may be required
by law or as provided in this Certificate of Incorporation, the Common Stock
shall have the exclusive right to vote for the election of Directors and for all
other purposes, and holders of Preferred Stock shall not be entitled to vote on
any matter or receive notice of any meeting of stockholders. The election of
Directors need not be taken by written ballot.
SECTION 4. OWNER. The Corporation shall be entitled to treat the
person in whose name any share of its stock is registered as the owner thereof
for all purposes and shall not be bound to recognize any equitable or other
claim to, or interest in, such share on the part of any other person, whether or
not the Corporation shall have notice thereof, except as expressly provided by
applicable law.
SECTION 5. STOCKHOLDER RIGHTS PLANS. The Board of Directors is hereby
authorized to create and issue, whether or not in connection with the issuance
and sale of any of its stock or other securities or property, rights entitling
the holders thereof to purchase from the Corporation shares of stock or other
securities of the Corporation or any other corporation. The times at which and
the terms upon which such rights are to be issued will be determined by the
Board of Directors and set forth in the contracts or instruments that evidence
such rights. The authority of the Board of Directors with respect to such rights
shall include, but not be limited to, determination of the following:
(a) the initial purchase price per share or other unit of the stock
or other securities or property to be purchased upon exercise of
such rights;
(b) provisions relating to the times at which and the circumstances
under which such rights may be exercised or sold or otherwise
transferred, either together with or separately from any other
stock or other securities of the Corporation;
(c) provisions which adjust the number or exercise price of such
rights, or amount or nature of the stock or other securities or
property receivable upon exercise of such rights, in the event
of a combination, split or recapitalization of any stock of the
Corporation, a change in ownership of the Corporation's stock or
other securities or a reorganization, merger, consolidation,
sale of assets or other occurrence relating to the Corporation
or any stock of the Corporation, and provisions restricting the
ability of the Corporation to enter into any such transaction
absent an assumption by the other party or parties thereto of
the obligations of the Corporation under such rights;
(d) provisions which deny the holder of a specified percentage of
the outstanding stock or other securities of the Corporation the
right to exercise such rights and/or cause the rights held by
such holder to become void;
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(e) provisions which permit the Corporation to redeem such rights or
which prohibit or limit the redemption of such rights; and
(f) the appointment of a rights agent with respect to such rights.
ARTICLE V
INCORPORATOR
The name and mailing address of the incorporator is as follows:
Gary A. Beller
Metropolitan Life Insurance Company
One Madison Avenue
New York, New York 10010
ARTICLE VI
BOARD OF DIRECTORS;
MANAGEMENT OF THE CORPORATION
SECTION 1. CLASSIFIED BOARD. (a) The Directors of the Corporation,
subject to the rights of the holders of shares of any class or series of
Preferred Stock, shall be classified with respect to the time for which they
severally hold office, into three classes, as nearly equal in number as
possible, as shall be provided in the By-Laws of the Corporation, one class
("Class I") whose term expires at the 2000 annual meeting of stockholders,
another class ("Class II") whose term expires at the 2001 annual meeting of
stockholders, and another class ("Class III") whose term expires at the 2002
annual meeting of stockholders, with each class to hold office until its
successors are elected and qualified. At each annual meeting of stockholders of
the Corporation, the date of which will be fixed pursuant to the By-Laws of the
Corporation, and subject to the rights of the holders of shares of any class or
series of Preferred Stock, the successors of the class of directors whose term
expires at that meeting shall be elected to hold office for a term expiring at
the annual meeting of stockholders held in the third year following the year of
their election.
SECTION 2. POLICYHOLDER TRUST. While the Trust (as defined below) is
in existence, each Director shall, in exercising his or her duties as a
director, take the interests of the beneficiaries of the Trust into account as
if they were holders of the shares of Common Stock held therein, except to the
extent that any such Director determines, based on advice of counsel, that to do
so would violate his or her duties as a director under Delaware law. For
purposes of this Section 2, the "Trust" shall mean the Policyholder Trust
created by the Policyholder Trust Agreement among the Corporation,
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Metropolitan Life Insurance Company, Wilmington Trust Company and Chase Mellon
Shareholder Services, L.L.C., dated November 3, 1999, as such may be amended
from time to time.
SECTION 3. MANAGEMENT OF BUSINESS. The following provisions are
inserted for the management of the business, for the conduct of the affairs of
the Corporation and for the purpose of creating, defining, limiting and
regulating the powers of the Corporation and its directors and stockholders:
(a) Subject to the rights of any holders of any series of Preferred
Stock, if any, to elect additional Directors under specified
circumstances, the holders of a majority of the combined voting power
of the then outstanding stock of the Corporation entitled to vote
generally in the election of Directors may remove any Director, but
only for cause.
(b) Vacancies in the Board of Directors resulting from death,
resignation, retirement, disqualification, removal from office or
other cause and newly created directorships resulting from any
increase in the authorized number of Directors shall be filled in the
manner provided in the By-Laws of the Corporation.
(c) Advance notice of nominations for the election of Directors shall be
given in the manner and to the extent provided in the By-Laws of the
Corporation.
(d) The election of Directors may be conducted in any manner approved by
the officer presiding at a meeting of stockholders or the Director
presiding at a meeting of the Board of Directors, as the case may be,
at the time when the election is held and need not be by written
ballot.
(e) All corporate powers and authority of the Corporation (except as at
the time otherwise provided by law, by this Certificate of
Incorporation or by the By-Laws) shall be vested in and exercised by
the Board of Directors.
(f) The Board of Directors shall have the power without the assent or
vote of the stockholders to adopt, amend, alter or repeal the By-Laws
of the Corporation, except to the extent that the By-Laws or this
Certificate of Incorporation otherwise provide. In addition to any
requirements of law and any other provision of this Certificate of
Incorporation, the stockholders of the Corporation may adopt, amend,
alter or repeal any provision of the By-Laws upon the affirmative
vote of the holders of three-quarters (3/4) or more of the combined
voting power of the then outstanding stock of the Corporation
entitled to vote generally in the election of Directors.
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ARTICLE VII
LIABILITY OF DIRECTORS
SECTION 1. GENERAL. No Director of the Corporation shall be liable to
the Corporation or its stockholders for monetary damages for breach of his or
her fiduciary duty as a Director, except to the extent that such exemption from
liability or limitation thereof is not permitted under the General Corporation
Law of the State of Delaware as currently in effect or as the same may hereafter
be amended.
SECTION 2. REPEAL OR MODIFICATION. Any repeal or modification of this
Article VII by the stockholders of the Corporation shall not adversely affect
any right or protection of a Director, officer or the Corporation existing at
the time of such repeal or modification. If the General Corporation Law of the
State of Delaware is amended after the filing of this Certificate of
Incorporation to authorize corporate action further eliminating or limiting the
personal liability of Directors, then the liability of a Director of the
Corporation shall be eliminated or limited to the fullest extent permitted by
the General Corporation Law of the State of Delaware, as so amended.
ARTICLE VIII
NO STOCKHOLDER ACTIONS BY WRITTEN CONSENT
Any action required or permitted to be taken by the stockholders of
the Corporation must be effected at a duly called annual or special meeting of
the stockholders of the Corporation, and the ability of the stockholders to
consent in writing to the taking of any action, including (but not limited to)
the election of Directors, is specifically denied.
ARTICLE IX
AMENDMENT
The Corporation reserves the right to amend or repeal any provision
contained in this Certificate of Incorporation in the manner now or hereafter
prescribed by the laws of the State of Delaware, and all rights herein conferred
upon stockholders or Directors (in the present form of this Certificate of
Incorporation or as hereinafter amended) are granted subject to this
reservation; provided, however, that any amendment or repeal of Article VII of
this Certificate of Incorporation shall not adversely affect any right or
protection existing hereunder immediately prior to such amendment or repeal;
and, provided, further, that Section 5 of Article IV and Articles VI, VII, VIII
and this Article IX of this Certificate of Incorporation shall not be amended,
altered or repealed without the affirmative vote of the holders of at least
three-quarters (3/4) of the then outstanding stock of the Corporation entitled
to vote generally in the election of Directors.
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