EXHIBIT 4.12
METLIFE, INC.,
as Issuer
and
J.P. MORGAN TRUST COMPANY, NATIONAL ASSOCIATION,
(as successor to Bank One Trust Company, N.A.),
as Trustee
-----------------------------
TWELFTH SUPPLEMENTAL INDENTURE
Dated as of June 23, 2005
SUPPLEMENT TO THE INDENTURE
Dated as of November 9, 2001
----------------------------
$1,000,000,000
5.00% SENIOR NOTES
DUE JUNE 15, 2015
TABLE OF CONTENTS(1)
ARTICLE I
5.00% SENIOR NOTES DUE JUNE 15, 2015
SECTION 1.01. Establishment............................................................. 1
SECTION 1.02. Definitions............................................................... 2
SECTION 1.03. Payment of Principal and Interest......................................... 2
SECTION 1.04. Denominations............................................................. 3
SECTION 1.05. Global Securities......................................................... 3
SECTION 1.06. Transfer.................................................................. 4
SECTION 1.07. Defeasance................................................................ 4
SECTION 1.08. Redemption at the Option of the Company................................... 4
ARTICLE II
MISCELLANEOUS PROVISIONS
SECTION 2.01. Recitals by the Company................................................... 6
SECTION 2.02. Ratification and Incorporation of Original Indenture...................... 6
SECTION 2.03. Executed in Counterparts.................................................. 6
----------
(1) This Table of Contents does not constitute part of the Twelfth
Supplemental Indenture and shall not have any bearing on the
interpretation of any of its terms or provisions.
i
THIS TWELFTH SUPPLEMENTAL INDENTURE is made as of the 23rd day of June,
2005, by and between METLIFE, INC., a Delaware corporation (the "Company"), and
J.P. Morgan Trust Company, National Association (as successor to Bank One Trust
Company, N.A.), a national banking corporation, as trustee (the "Trustee", which
term includes any successor trustee):
WHEREAS, the Company has heretofore entered into an Indenture, dated as of
November 9, 2001 (the "Original Indenture") with the Trustee;
WHEREAS, the Original Indenture is incorporated herein by this reference
and the Original Indenture, as supplemented by this Twelfth Supplemental
Indenture, is herein called the "Indenture";
WHEREAS, under the Original Indenture, a new series of Securities may at
any time be established by the Board of Directors of the Company in accordance
with the provisions of the Original Indenture or the terms of such series may be
described by a supplemental indenture executed by the Company and the Trustee;
WHEREAS, the Company proposes to create under the Indenture a new series
of Securities;
WHEREAS, additional Securities of other series hereafter established,
except as may be limited in the Original Indenture as at the time supplemented
and modified, may be issued from time to time pursuant to the Original Indenture
as at the time supplemented and modified; and
WHEREAS, all things necessary to make this Twelfth Supplemental Indenture
a valid agreement of the Company, in accordance with its terms, have been done.
NOW THEREFORE, in consideration of the agreements and obligations set
forth herein and for other good and valuable consideration, the sufficiency of
which is hereby acknowledged, the parties hereto hereby agree as follows:
ARTICLE I
5.00% Senior Notes Due June 15, 2015
SECTION 1.01. Establishment.
(a) There is hereby established a new series of Securities to be issued
under the Indenture, to be designated as the Company's 5.00% Senior Notes due
June 15, 2015 (the "2015 Senior Notes").
(b) There are to be authenticated and delivered 2015 Senior Notes,
initially limited in aggregate principal amount to $1,000,000,000, and no
further 2015 Senior Notes shall be authenticated and delivered except as
provided by Section 2.05, 2.07, 2.11, 3.03 or 9.04 of the Original Indenture;
provided, however, that the aggregate principal amount of the 2015 Senior Notes
may be increased in the future, without the consent of the holders of the 2015
Senior Notes, on the same terms and with the same CUSIP and ISIN numbers as the
2015 Senior Notes, except
for the issue price, Original Issue Date and first Interest Payment Date,
provided, that no Event of Default with respect to the 2015 Senior Notes shall
have occurred and be continuing. The 2015 Senior Notes shall be issued in fully
registered form.
(c) The 2015 Senior Notes shall be issued in the form of one or more
Global Securities, in substantially the form set out in Exhibit A hereto. The
Depositary with respect to the 2015 Senior Notes shall be The Depository Trust
Company.
(d) The form of the Trustee's Certificate of Authentication for the 2015
Senior Notes shall be substantially in the form set forth in Exhibit B hereto.
(e) Each 2015 Senior Note shall be dated the date of authentication
thereof and shall bear interest from the Original Issue Date or from the most
recent Interest Payment Date to which interest has been paid or duly provided
for.
SECTION 1.02. Definitions.
(a) The following defined terms used herein shall, unless the context
otherwise requires, have the meanings specified below. Capitalized terms used
herein for which no definition is provided herein shall have the meanings set
forth in the Original Indenture.
"Interest Payment Date" means June 15 and December 15 of each year,
commencing December 15, 2005.
"Original Issue Date" means June 23, 2005.
"Regular Record Date" means, with respect to each Interest Payment Date,
the close of business on the preceding May 31 or November 30, as the case may be
(whether or not a Business Day).
"Stated Maturity" means June 15, 2015.
SECTION 1.03. Payment of Principal and Interest
(a) The principal of the 2015 Senior Notes shall be due at Stated
Maturity. The unpaid principal amount of the 2015 Senior Notes shall bear
interest at the rate of 5.00% per year until paid or duly provided for. Interest
shall be paid semi-annually in arrears on each Interest Payment Date, commencing
June 23, 2005, to the Persons in whose names the 2015 Senior Notes are
registered on the Regular Record Date for such Interest Payment Date, provided
that interest payable at the Stated Maturity of principal or upon redemption
will be paid to the Persons to whom principal is payable. Any such interest that
is not so punctually paid or duly provided for will forthwith cease to be
payable to the holders on such Regular Record Date and may be paid as provided
in Section 2.03 of the Original Indenture.
(b) Payments of interest on the 2015 Senior Notes will include interest
accrued to but excluding the respective Interest Payment Dates. Interest
payments for the 2015 Senior Notes shall be computed and paid on the basis of a
360-day year consisting of twelve 30-day months.
2
(c) In the event that any date on which interest is payable on the 2015
Senior Notes is not a Business Day, then payment of the interest payable on such
date will be made on the next succeeding day that is a Business Day (and without
any interest or other payment in respect of any such delay), except that, if
such Business Day is in the next succeeding calendar year, such payment shall be
made on the immediately preceding Business Day, in each case with the same force
and effect as if made on the date the payment was originally payable.
(d) All payments of the principal of, and premium, if any, and interest on
the 2015 Senior Notes due at the Stated Maturity or upon redemption will be made
upon surrender of the 2015 Senior Notes at the Corporate Trust Office of the
Trustee.
(e) The principal of and premium, if any, and interest on the 2015 Senior
Notes shall be paid in such coin or currency of the United States of America as
at the time of payment is legal tender for payment of public and private debts.
Payments of interest (including interest on any Interest Payment Date) will be
made, subject to such surrender where applicable, at the option of the Company,
(i) by check mailed to the address of the Person entitled thereto as such
address shall appear in the Security Register or (ii) by wire transfer at such
place and to such account at a banking institution in the United States as may
be designated in writing to the Trustee at least 15 days prior to the date for
payment by the Person entitled thereto.
SECTION 1.04. Denominations.
The 2015 Senior Notes may be issued in denominations of $2,000, and whole
multiples of $1,000 in excess of $2,000.
SECTION 1.05. Global Securities.
(a) The 2015 Senior Notes will be issued in the form of one or more Global
Securities registered in the name of the Depositary or its nominee. Except under
the limited circumstances described below, 2015 Senior Notes represented by
Global Securities will not be exchangeable for, and will not otherwise be
issuable as, 2015 Senior Notes in definitive form. The Global Securities
described above may not be transferred except 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 or to a successor Depositary or its nominee.
(b) Except as otherwise provided in this Twelfth Supplemental Indenture,
owners of beneficial interests in such Global Securities will not be considered
the holders thereof for any purpose under the Indenture, and no Global Security
representing a 2015 Senior Note shall be exchangeable, except for another Global
Security of like denomination and tenor to be registered in the name of the
Depositary or its nominee or to a successor Depositary or its nominee. The
rights of holders of such Global Securities shall be exercised only through the
Depositary.
(c) A Global Security shall be exchangeable for 2015 Senior Notes
registered in the names of Persons other than the Depositary or its nominee only
as provided by Section 2.11(c) of the Original Indenture, subject to the
procedures of the Depositary. Any Global Security that is exchangeable pursuant
to the preceding sentence shall be exchangeable for 2015 Senior Notes registered
in such names as the Depositary shall direct.
3
SECTION 1.06. Transfer.
No service charge will be made for any registration of transfer or
exchange of 2015 Senior Notes, but payment will be required of a sum sufficient
to cover any tax or other governmental charge that may be imposed in connection
therewith.
SECTION 1.07. Defeasance.
The provisions of Sections 13.02 and 13.03 of the Original Indenture will
apply to the 2015 Senior Notes.
SECTION 1.08. Redemption at the Option of the Company.
(a)(i) If the Acquisition is not consummated or is terminated on or prior
to September 30, 2005, the 2015 Senior Notes will be redeemable, at the
option of the Company, in whole (but not in part) at any time on a date
selected by the Company on or prior to November 7, 2005 (such date fixed for
redemption, the "Trigger Redemption Date"), at a redemption price (the
"Trigger Redemption Price") equal to the greater of (i) 100% of the principal
amount of the 2015 Senior Notes to be redeemed and (ii) an amount equal to
the sum of the present values of the remaining scheduled payments of
principal and interest on the 2015 Senior Notes to be redeemed, not including
any portion of the payments of interest accrued as of such Trigger Redemption
Date, discounted to such Trigger Redemption Date on a semi-annual basis
(assuming a 360-day year consisting of twelve 30-day months) at the Treasury
Rate, plus 87 basis points; plus in each case, accrued and unpaid interest on
the 2015 Senior Notes to be redeemed to, but excluding, such Trigger
Redemption Date.
(ii) The 2015 Senior Notes will be redeemable, at the option of the
Company, in whole at any time or in part from time to time (any such date
fixed for redemption, an "Optional Redemption Date"), at a redemption price
(the "Optional Redemption Price") equal to the greater of (i) 100% of the
principal amount of the 2015 Senior Notes to be redeemed and (ii) an amount
equal to the sum of the present values of the remaining scheduled payments of
principal and interest on the 2015 Senior Notes to be redeemed, not including
any portion of the payments of interest accrued as of such Optional
Redemption Date, discounted to such Optional Redemption Date on a semi-annual
basis (assuming a 360-day year consisting of twelve 30-day months) at the
Treasury Rate, plus 15 basis points; plus in each case, accrued and unpaid
interest on the 2015 Senior Notes to be redeemed to, but excluding, such
Optional Redemption Date.
(iii) "Acquisition" means the acquisition by the Company of The Travelers
Life Insurance Company, The Travelers Life & Annuity Reinsurance Company and
Citicorp Life Insurance Company pursuant to the Acquisition Agreement by and
between Citigroup Inc. and the Company, dated as of January 31, 2005, as
amended.
(iv) "Treasury Rate" means the rate per year equal to the semi-annual
equivalent yield to maturity of the Comparable Treasury Issue, calculated
using a price for the Comparable Treasury Issue (expressed as a percentage of
its principal amount) equal to the Comparable Treasury Price for such Trigger
Redemption Date or Optional Redemption Date, as the case
4
may be. The Treasury Rate shall be calculated on the third Business Day
preceding the Trigger Redemption Date or Optional Redemption Date, as the
case may be.
(v) "Comparable Treasury Issue" means the United States Treasury security
selected by the Independent Investment Banker as having a maturity comparable
to the remaining term of the 2015 Senior Notes to be redeemed that would be
utilized, at the time of selection and in accordance with customary financial
practice, in pricing new issues of corporate debt securities of comparable
maturity to the remaining term of the 2015 Senior Notes.
(vi) "Independent Investment Banker" means either Banc of America
Securities LLC or Goldman, Sachs & Co., as selected by the Company, and any
successor firm or, if such firm is unwilling or unable to select the
Comparable Treasury Issue, an independent investment banking institution of
national standing appointed by the Trustee after consultation with the
Company.
(vii) "Comparable Treasury Price" means with respect to any Trigger
Redemption Date or Optional Redemption Date (1) the average of the Reference
Treasury Dealer Quotations for such Trigger Redemption Date or Optional
Redemption Date, as the case may be, after excluding the highest and lowest
of such Reference Treasury Dealer Quotations, or (2) if the Trustee obtains
fewer than five such Reference Treasury Dealer Quotations, the average of all
such quotations.
(viii) "Reference Treasury Dealer" means each of Banc of America
Securities LLC, Goldman, Sachs & Co., Deutsche Bank Securities Inc. and two
other primary U.S. government securities dealers (each a "Primary Treasury
Dealer"), as specified by the Company; provided that (1) if any of Banc of
America Securities LLC, Goldman, Sachs & Co., Deutsche Bank Securities Inc.
or any Primary Treasury Dealer as specified by the Company shall cease to be
a Primary Treasury Dealer, the Company will substitute therefor another
Primary Treasury Dealer and (2) if the Company fails to select a substitute
within a reasonable period of time, then the substitute will be a Primary
Treasury Dealer selected by the Trustee after consultation with the Company.
(ix) "Reference Treasury Dealer Quotations" means, with respect to the
Reference Treasury Dealer and any Trigger Redemption Date or Optional
Redemption Date, the average, as determined by the Trustee, of the bid and
asked prices for the Comparable Treasury Issue (expressed, in each case, as a
percentage of its principal amount) quoted in writing to the Trustee by such
Reference Treasury Dealer at 5:00 p.m., New York City time, on the third
Business Day preceding such Trigger Redemption Date or Optional Redemption
Date, as the case may be.
(b) Notwithstanding Section 3.02 of the Original Indenture, (i) the notice of
redemption with respect to the redemption referred to in Section 1.08(a)(i)
above, shall be mailed not less than 15 Business Days and not more than 20
Business Days before the Trigger Redemption Date and (ii) the notice of
redemption with respect to the redemption referred to in Section 1.08(a)(i) and
Section 1.08(a)(ii) above need not set forth the Optional Redemption Price or
the Trigger Redemption Price, as applicable, but only the manner of calculation
thereof. Notices of redemption of the 2015 Senior Notes shall state that payment
of the Optional Redemption Price or
5
the Trigger Redemption Price, as applicable, of such 2015 Senior Notes to be
redeemed shall be made at the Corporate Trust Office of the Trustee and shall
specify the CUSIP No. and ISIN No. of such 2015 Senior Notes.
(c) The Company shall notify the Trustee of the Optional Redemption Price
or Trigger Redemption Price, as applicable, with respect to the foregoing
redemption promptly after the calculation thereof. The Trustee shall not be
responsible for calculating said Optional Redemption Price or Trigger Redemption
Price.
(d) If less than all of the 2015 Senior Notes are to be redeemed, the
Trustee shall select the 2015 Senior Notes or portions of the 2015 Senior Notes
to be redeemed by such method as the Trustee deems fair and appropriate. The
Trustee may select for redemption 2015 Senior Notes and portions of 2015 Senior
Notes in amounts of $2,000 and whole multiples of $1,000 in excess of $2,000.
(e) The Company shall give the Trustee notice of a Trigger Redemption Date
promptly after the later of September 30, 2005 or the date that the Company
determines to redeem the 2015 Senior Notes pursuant to Section 1.08 (a)(i).
Prior to a redemption of the 2015 Senior Notes pursuant to Section 1.08(a)(i)
above, the Company shall deliver to the Trustee an Officers' Certificate and an
Opinion of Counsel to the effect that all conditions precedent provided for in
this Twelfth Supplemental Indenture to the right of the Company to redeem the
2015 Senior Notes pursuant to such Section 1.08(a)(i) have been complied with.
ARTICLE II
Miscellaneous Provisions
SECTION 2.01. Recitals by the Company.
The recitals in this Twelfth Supplemental Indenture are made by the
Company only and not by the Trustee, and all of the provisions contained in the
Original Indenture in respect of the rights, privileges, immunities, powers and
duties of the Trustee shall be applicable in respect of the 2015 Senior Notes
and of this Twelfth Supplemental Indenture as fully and with like effect as if
set forth herein in full.
SECTION 2.02. Ratification and Incorporation of Original Indenture.
As supplemented hereby, the Original Indenture is in all respects ratified
and confirmed, and the Original Indenture and this Twelfth Supplemental
Indenture shall be read, taken and construed as one and the same instrument.
SECTION 2.03. Executed in Counterparts.
This Twelfth Supplemental Indenture may be simultaneously executed in
several counterparts, each of which shall be deemed to be an original, and such
counterparts shall together constitute but one and the same instrument.
6
IN WITNESS WHEREOF, each party hereto has caused this instrument to be
signed in its name and behalf by its duly authorized officers, all as of the day
and year first above written.
METLIFE, INC.
By: /s/ Anthony J. Williamson
------------------------------------------
Name: Anthony J. Williamson
Title: Senior Vice President and Treasurer
J.P. MORGAN TRUST COMPANY,
NATIONAL ASSOCIATION, as Trustee
By: /s/ James Heaney
------------------------------------------
Name: James Heaney
Title: Vice President
7
EXHIBIT A
FORM OF 5.00% SENIOR NOTE DUE JUNE 15, 2015
THIS NOTE IS A GLOBAL SECURITY WITHIN THE MEANING OF THE ORIGINAL
INDENTURE HEREINAFTER REFERRED TO. UNLESS THIS CERTIFICATE IS PRESENTED BY AN
AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY ("DTC"), A NEW YORK
CORPORATION, TO METLIFE, INC. OR ITS AGENT FOR REGISTRATION OF TRANSFER,
EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF
CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE
OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS
REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER
USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS
THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.
EXCEPT AS OTHERWISE PROVIDED IN SECTION 2.11 OF THE ORIGINAL INDENTURE,
THIS NOTE MAY BE TRANSFERRED IN WHOLE, BUT NOT IN PART, ONLY TO DTC, TO ANOTHER
NOMINEE OF DTC OR TO A SUCCESSOR DEPOSITARY OR TO A NOMINEE OF SUCH SUCCESSOR
DEPOSITARY.
A-1
No.__ CUSIP No.: 5156RAN8
ISIN No.: US59156RAN89
METLIFE, INC.
5.00% Senior Note
Due June 15, 2015
Principal Amount: $
Regular Record Date: With respect to each Interest Payment Date, the close
of business on the preceding May 31 or November 30, as
the case may be (whether or not a Business Day)
Original Issue Date: June 23, 2005
Stated Maturity: June 15, 2015
Interest Payment Dates: June 15 and December 15, commencing December 15, 2005
Interest Rate: 5.00% per year
Authorized Denomination: $2,000 and whole multiples of $1,000 in excess of
$2,000
MetLife, Inc., a Delaware corporation (the "Company," which term includes
any successor corporation under the Indenture referred to on the reverse
hereof), for value received, hereby promises to pay to _______________________,
or registered assigns, the principal sum of ________________ ($________________)
on the Stated Maturity shown above, and to pay interest thereon from the
Original Issue Date shown above, or from the most recent Interest Payment Date
to which interest has been paid or duly provided for, semi-annually in arrears
on each Interest Payment Date as specified above, commencing on December 15,
2005, and on the Stated Maturity at the rate per year shown above until the
principal hereof is paid or made available for payment and on any overdue
principal and on any overdue installment of interest at such rate to the extent
permitted by law. The interest so payable, and punctually paid or duly provided
for, on any Interest Payment Date (other than an Interest Payment Date that is
the Stated Maturity or a Trigger Redemption Date or an Optional Redemption Date)
will, as provided in the Indenture, be paid to the Person in whose name this
Note is registered at the close of business on the Regular Record Date as
specified above next preceding such Interest Payment Date, provided that any
interest payable at Stated Maturity or on a Trigger Redemption Date or an
Optional Redemption Date will be paid to the Person to whom principal is
payable. Any such interest that is not so punctually paid or duly provided for
will forthwith cease to be payable to the holders on such Regular Record Date
and may be paid as provided in Section 2.03 of the Original Indenture.
A-2
Payments of interest on this Note will include interest accrued to but
excluding the respective Interest Payment Dates. Interest payments for this Note
shall be computed and paid on the basis of a 360-day year consisting of twelve
30-day months. In the event that any date on which interest is payable on this
Note is not a Business Day, then payment of the interest payable on such date
will be made on the next succeeding day that is a Business Day (and without any
interest or other payment in respect of any such delay), except that, if such
Business Day is in the next succeeding calendar year, payment shall be made on
the immediately preceding Business Day, in each case with the same force and
effect as if made on the date the payment was originally payable.
Payment of the principal, premium, if any, and interest due at the Stated
Maturity or earlier redemption of this Note shall be made upon surrender of this
Note at the Corporate Trust Office of the Trustee. The principal of and premium,
if any, and interest on this Note shall be paid in such coin or currency of the
United States of America as at the time of payment is legal tender for payment
of public and private debts. Payment of interest (including interest on an
Interest Payment Date) will be made, subject to such surrender where applicable,
at the option of the Company, (i) by check mailed to the address of the Person
entitled thereto as such address shall appear in the Security Register or (ii)
by wire transfer at such place and to such account at a banking institution in
the United States as may be designated in writing to the Trustee at least 15
days prior to the date for payment by the Person entitled thereto.
The 2015 Senior Notes (as defined on the reverse hereof) will be unsecured
obligations of the Company and will rank equally in right of payment with all of
the other unsecured, unsubordinated indebtedness of the Company from time to
time outstanding. The 2015 Senior Notes will rank senior to any subordinated
indebtedness of the Company.
REFERENCE IS HEREBY MADE TO THE FURTHER PROVISIONS OF THIS NOTE SET FORTH
ON THE REVERSE HEREOF, WHICH FURTHER PROVISIONS SHALL FOR ALL PURPOSES HAVE THE
SAME EFFECT AS IF SET FORTH AT THIS PLACE.
Unless the certificate of authentication hereon has been executed by the
Trustee by manual signature, this Note shall not be entitled to any benefit
under the Indenture or be valid or obligatory for any purpose.
A-3
IN WITNESS WHEREOF, the Company has caused this instrument to be duly
executed under its corporate seal.
METLIFE, INC.
By: ______________________________
Name:
Title:
Attest:
__________________________
Name:
Title:
[Seal of MetLife, Inc.]
Dated:
A-4
(Reverse Side of Note)
1. This Note is one of a duly authorized issue of senior notes of the Company
(the "Securities") issued and issuable in one or more series under an Indenture
dated as of November 9, 2001 (the "Original Indenture"), as supplemented by the
Twelfth Supplemental Indenture, dated as of June 23, 2005 (the "Twelfth
Supplemental Indenture," and together with the Original Indenture, the
"Indenture"), between the Company and J.P. Morgan Trust Company, National
Association (as successor to Bank One Trust Company, N.A.), as Trustee (the
"Trustee," which term includes any successor trustee under the Indenture), to
which Indenture and all indentures incidental thereto reference is hereby made
for a statement of the respective rights, limitations of rights, duties and
immunities thereunder of the Company, the Trustee and the holders of the
Securities issued thereunder and of the terms upon which said Securities are,
and are to be, authenticated and delivered. This Note is one of the series
designated on the face hereof as 5.00% Senior Notes due June 15 2015 (the "2015
Senior Notes"), initially limited in aggregate principal amount to
$1,000,000,000; provided, however, that (subject to the provisions of the
Twelfth Supplemental Indenture) the aggregate principal amount of the 2015
Senior Notes may be increased in the future, without the consent of the holders
of the 2015 Senior Notes, on the same terms and with the same CUSIP and ISIN
numbers as the 2015 Senior Notes. Capitalized terms used herein for which no
definition is provided herein shall have the meanings set forth in the
Indenture.
2. This Note is exchangeable in whole or from time to time in part for 2015
Senior Notes in definitive registered form only as provided herein and in the
Indenture. If (i) at any time the Depositary notifies the Company that it is
unwilling or unable to continue as Depositary for this Note or if at any time
the Depositary shall no longer be registered or in good standing under the
Securities Exchange Act of 1934, as amended, or other applicable statute or
regulation, and the Company does not appoint a successor Depositary within 90
days after the Company receives such notice or becomes aware of such condition,
as the case may be, or (ii) the Company in its sole discretion determines that
this Note shall be exchangeable for 2015 Senior Notes in definitive registered
form and executes and delivers to the Security Registrar a written order of the
Company providing that this Note shall be so exchangeable, this Note (subject to
the procedures of the Depositary) shall be exchangeable for 2015 Senior Notes in
definitive registered form, provided that the definitive 2015 Senior Notes so
issued in exchange for this Note shall be in denominations of $2,000 and any
whole multiples of $1,000 in excess of $2,000, without coupons, and be of like
aggregate principal amount and tenor as the portion of this Note to be
exchanged. Except as provided above, owners of beneficial interests in this Note
will not be entitled to have 2015 Senior Notes registered in their names, will
not receive or be entitled to physical delivery of 2015 Senior Notes in
definitive registered form and will not be considered the holders thereof for
any purpose under the Indenture. Neither the Company, the Trustee, any Paying
Agent nor the Security Registrar shall have any responsibility or liability for
any aspect of records relating to or payments made on account of beneficial
ownership interests in this Note, or for maintaining, supervising or reviewing
any records relating to such beneficial ownership interests.
3. If an Event of Default with respect to the 2015 Senior Notes shall occur
and be continuing, the principal of the 2015 Senior Notes may be declared due
and payable in the manner, with the effect and subject to the conditions
provided in the Indenture.
A-5
4. The Indenture permits, with certain exceptions as therein provided, the
amendment thereof and the modification of the rights and obligations of the
Company and the rights of the holders of the Securities under the Indenture at
any time by the Company and the Trustee with the consent of the holders of not
less than a majority in aggregate principal amount of the Securities at the time
Outstanding of each series to be affected. The Indenture also contains
provisions permitting the holders of specified percentages in principal amount
of the Securities of each series at the time Outstanding, on behalf of the
holders of all Securities of such series, to waive compliance by the Company
with certain provisions of the Indenture and certain past defaults under the
Indenture and their consequences. Any such consent or waiver by the holder of
this Note shall be conclusive and binding upon such holder and upon all future
holders of this Note and of any 2015 Senior Note issued upon the registration of
transfer hereof or in exchange hereof or in lieu hereof, whether or not notation
of such consent or waiver is made upon this Note.
5. The Indenture contains provisions for defeasance at any time of (a) the
entire indebtedness of the Company pursuant to this Note and (b) restrictive
covenants and the related Events of Default, upon compliance by the Company with
certain conditions set forth therein, which provisions apply to this Note.
6. (a) If the Acquisition is not consummated, or is terminated, on or prior
to September 30, 2005, the 2015 Senior Notes will be redeemable, at the option
of the Company, in whole (but not in part) at any time on a date selected by the
Company on or prior to November 7, 2005 (such date fixed for redemption, the
"Trigger Redemption Date"), at a redemption price (the "Trigger Redemption
Price") equal to the greater of (i) 100% of the principal amount of the 2015
Senior Notes to be redeemed and (ii) an amount equal to the sum of the present
values of the remaining scheduled payments of principal and interest on the 2015
Senior Notes to be redeemed, not including any portion of the payments of
interest accrued as of such Trigger Redemption Date, discounted to such Trigger
Redemption Date on a semi-annual basis (assuming a 360-day year consisting of
twelve 30-day months) at the Treasury Rate, plus 87 basis points; plus in each
case, accrued and unpaid interest on the 2015 Senior Notes to be redeemed to,
but excluding, such Trigger Redemption Date.
(b) The 2015 Senior Notes will be redeemable, at the option of the
Company, in whole at any time or in part from time to time (any such date fixed
for redemption, an "Optional Redemption Date"), at a redemption price (the
"Optional Redemption Price") equal to the greater of (i) 100% of the principal
amount of the 2015 Senior Notes to be redeemed and (ii) an amount equal to the
sum of the present values of the remaining scheduled payments of principal and
interest on the 2015 Senior Notes to be redeemed, not including any portion of
the payments of interest accrued as of such Optional Redemption Date, discounted
to such Optional Redemption Date on a semi-annual basis (assuming a 360-day year
consisting of twelve 30-day months) at the Treasury Rate, plus 15 basis points;
plus in each case, accrued and unpaid interest on the 2015 Senior Notes to be
redeemed to, but excluding, such Optional Redemption Date.
"Acquisition" means the acquisition by the Company of The Travelers Life
Insurance Company, The Travelers Life & Annuity Reinsurance Company and Citicorp
Life Insurance Company pursuant to the Acquisition Agreement by and between
Citigroup Inc. and the Company, dated as of January 31, 2005, as amended.
A-6
"Treasury Rate" means the rate per year equal to the semi-annual
equivalent yield to maturity of the Comparable Treasury Issue, calculated using
a price for the Comparable Treasury Issue (expressed as a percentage of its
principal amount) equal to the Comparable Treasury Price for such Trigger
Redemption Date or Optional Redemption Date, as the case may be. The Treasury
Rate shall be calculated on the third Business Day preceding the Trigger
Redemption Date or Optional Redemption Date, as the case may be.
"Comparable Treasury Issue" means the United States Treasury security
selected by the Independent Investment Banker as having a maturity comparable to
the remaining term of the 2015 Senior Notes to be redeemed that would be
utilized, at the time of selection and in accordance with customary financial
practice, in pricing new issues of corporate debt securities of comparable
maturity to the remaining term of the 2015 Senior Notes.
"Independent Investment Banker" means either of Banc of America Securities
LLC or Goldman, Sachs & Co., as selected by the Company, and any successor firm
or, if such firm is unwilling or unable to select the Comparable Treasury Issue,
an independent investment banking institution of national standing appointed by
the Trustee after consultation with the Company.
"Comparable Treasury Price" means with respect to any Trigger Redemption
Date or Optional Redemption Date (1) the average of the Reference Treasury
Dealer Quotations for such Trigger Redemption Date or Optional Redemption Date,
as the case may be, after excluding the highest and lowest of such Reference
Treasury Dealer Quotations, or (2) if the Trustee obtains fewer than five such
Reference Treasury Dealer Quotations, the average of all such quotations.
"Reference Treasury Dealer" means each of Banc of America Securities LLC,
Goldman, Sachs & Co., Deutsche Bank Securities Inc. and two other primary U.S.
government securities dealers (each a "Primary Treasury Dealer"), as specified
by the Company; provided that (1) if any of Banc of America Securities LLC,
Goldman, Sachs & Co., Deutsche Bank Securities Inc. or any Primary Treasury
Dealer as specified by the Company shall cease to be a Primary Treasury Dealer,
the Company will substitute therefor another Primary Treasury Dealer and (2) if
the Company fails to select a substitute within a reasonable period of time,
then the substitute will be a Primary Treasury Dealer selected by the Trustee
after consultation with the Company.
"Reference Treasury Dealer Quotations" means, with respect to the
Reference Treasury Dealer and any Trigger Redemption Date or Optional Redemption
Date, the average, as determined by the Trustee, of the bid and asked prices for
the Comparable Treasury Issue (expressed, in each case, as a percentage of its
principal amount) quoted in writing to the Trustee by such Reference Treasury
Dealer at 5:00 p.m., New York City time, on the third Business Day preceding
such Trigger Redemption Date or Optional Redemption Date, as the case may be.
(c) Notwithstanding Section 3.02 of the Original Indenture, (i) the notice
of redemption with respect to the redemption referred to in Section 6(a) above,
shall be mailed not less than 15 Business Days and not more than 20 Business
Days before the Trigger Redemption Date and (ii) the notice of redemption with
respect to the redemption referred to in Section 6(a) and Section 6(b) above
need not set forth the Optional Redemption Price or the Trigger Redemption
Price, as applicable, but only the manner of calculation thereof. Notices of
redemption of the 2015 Senior Notes shall state that payment of the Optional
Redemption Price or the Trigger Redemption Price, as applicable, of such
A-7
2015 Senior Notes to be redeemed shall be made at the Corporate Trust Office of
the Trustee and shall specify the CUSIP No. and ISIN No. of such 2015 Senior
Notes.
(d) The Company shall notify the Trustee of the Optional Redemption Price
or Trigger Redemption Price, as applicable, with respect to the foregoing
redemption promptly after the calculation thereof. The Trustee shall not be
responsible for calculating said Optional Redemption Price or Trigger Redemption
Price.
(e) If less than all of the 2015 Senior Notes are to be redeemed, the
Trustee will select the 2015 Senior Notes or portions of 2015 Senior Notes to be
redeemed by such method as the Trustee deems fair and appropriate. The Trustee
may select for redemption 2015 Senior Notes and portions of 2015 Senior Notes in
amounts of $2,000 and whole multiples of $1,000 in excess of $2,000.
7. No reference herein to the Indenture and no provision of this Note or of
the Indenture shall alter or impair the obligation of the Company, which is
absolute and unconditional, to pay the principal of, and premium, if any, and
interest on this Note at the time, place and rate, and in the coin or currency,
herein prescribed.
8. (a) As provided in the Indenture and subject to certain limitations
therein set forth, the transfer of this Note is registrable in the Security
Register, upon surrender of this Note for registration of transfer at the office
or agency of the Company for such purpose, duly endorsed by, or accompanied by a
written instrument of transfer in form satisfactory to the Company or the
Security Registrar and duly executed by, the holder hereof or his attorney duly
authorized in writing, and thereupon one or more new 2015 Senior Notes, of
authorized denominations and of like tenor and for the same aggregate principal
amount, will be issued to the designated transferee or transferees. No service
charge shall be made for any such registration of transfer, but the Company will
require payment of a sum sufficient to cover any tax or other governmental
charge payable in connection therewith.
(b) Prior to due presentment of this Note for registration of transfer,
the Company, the Trustee, any Paying Agent and the Security Registrar of the
Company or the Trustee may deem and treat the Person in whose name this Note is
registered as the absolute owner hereof for all purposes, whether or not this
Note be overdue and notwithstanding any notice of ownership or writing thereon
made by anyone other than the Security Registrar, and neither the Company nor
the Trustee nor any Paying Agent nor the Security Registrar shall be affected by
notice to the contrary. Except as provided in Section 1.03(a) of the Twelfth
Supplemental Indenture, all payments of the principal of and premium, if any,
and interest on this Note made to or upon the order of the registered holder
hereof shall, to the extent of the amount or amounts so paid, effectually
satisfy and discharge liability for moneys payable on this Note.
(c) The 2015 Senior Notes are issuable only in registered form without
coupons in denominations of $2,000 and whole multiples of $1,000 in excess of
$2,000. As provided in the Indenture and subject to certain limitations therein
set forth, 2015 Senior Notes are exchangeable for a like aggregate principal
amount of 2015 Senior Notes of a different authorized denomination, as requested
by the holder surrendering the same upon surrender of the 2015 Senior Note or
2015 Senior Notes to be exchanged at the office or agency of the Company.
A-8
9. No recourse shall be had for payment of the principal of, premium, if any,
or interest on this Note, or for any claim based hereon, or otherwise in respect
hereof, or based on or in respect of the Indenture, against any incorporator,
stockholder, officer or director, past, present or future, as such, of the
Company or of any predecessor or successor corporation, whether by virtue of any
constitution, statute or rule of law, or by the enforcement of any assessment or
penalty or otherwise, all such liability being, by the acceptance hereof and as
part of the consideration for the issuance hereof, expressly waived and
released.
10. Unless the certificate of authentication hereon has been executed by the
Trustee by manual signature, this Note shall not be entitled to any benefit
under the Indenture or be valid or obligatory for any purpose.
11. This Note shall be governed by, and construed in accordance with, the
internal laws of the State of New York.
A-9
ABBREVIATIONS
The following abbreviations, when used in the inscription on the face of
this instrument, shall be construed as though they were written out in full
according to applicable laws or regulations:
TEN COM - as tenants in common UNIF GIFT MIN ACT - Custodian under
Uniform Gift to Minors Act
_____________________________________
(State)
TEN ENT - as tenants by the entireties
JT TEN - as joint tenants with right
of survivorship and not as
tenants in common
Additional abbreviations may also be used though not on the above list.
FOR VALUE RECEIVED, the undersigned hereby sell(s) and transfer(s) unto
PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS, INCLUDING POSTAL ZIP CODE
OF ASSIGNEE
________________________________________________________________________________
________________________________________________________________________________
________________________________________________________________________________
(please insert Social Security or other identifying number of assignee)
the within Note and all rights thereunder, hereby irrevocably constituting and
appointing
________________________________________________________________________________
________________________________________________________________________________
agent to transfer said Note on the books of the Company, with full power of
substitution in the premises.
Dated:______________ __________________________________
NOTICE: The signature to this
assignment must correspond with
the name as written upon the face
of the within instrument in every
particular without alteration or
enlargement, or any change
whatsoever.
A-10
EXHIBIT B
CERTIFICATE OF AUTHENTICATION
This is one of the 5.00% Senior Notes due June 15, 2015 referred to in the
within-mentioned Indenture.
J.P.MORGAN TRUST COMPANY,
NATIONAL ASSOCIATION, as Trustee
By:________________________________
Authorized Officer
B-1