PRICING AGREEMENT

EX-1.2 3 y10372exv1w2.txt PRICING AGREEMENT Exhibit 1.2 PRICING AGREEMENT Barclays Bank PLC The Royal Bank of Scotland plc As Representatives of the several Underwriters named in Schedule I hereto c/o Barclays Bank PLC 5 The North Colonnade Canary Wharf London E14 4BB United Kingdom c/o The Royal Bank of Scotland plc 135 Bishopsgate London EC2M 3UR United Kingdom Ladies and Gentlemen: MetLife, Inc., a Delaware corporation (the "Company"), proposes, subject to the terms and conditions stated herein (this "Agreement") and in the Underwriting Agreement, dated June 22, 2005 (the "Underwriting Agreement"), to issue and sell to the Underwriters named in Schedule I hereto (the "Underwriters") the Securities specified in Schedule II hereto (the "Underwritten Securities"). Each of the provisions of the Underwriting Agreement is incorporated herein by reference in its entirety, and shall be deemed to be a part of this Agreement to the same extent as if such provisions had been set forth in full herein; and each of the representations and warranties set forth therein shall be deemed to have been made at and as of the date of this Agreement and the Closing Date, except that each representation and warranty which refers to the Final Prospectus in Section 1 of the Underwriting Agreement shall be deemed to be a representation or warranty as of the date of the Underwriting Agreement in relation to the Final Prospectus (as therein defined) and also a representation and warranty as of the date of this Agreement in relation to the Final Prospectus as amended or supplemented relating to the Securities which are the subject of this Agreement. Each reference to the Representatives herein and in the provisions of the Underwriting Agreement so incorporated by reference shall be deemed to refer to you. Unless otherwise defined herein, terms defined in the Underwriting Agreement are used herein as therein defined. The Representatives designated to act on behalf of the Representatives and on behalf of each of the Underwriters of the Securities pursuant to the Underwriting Agreement and the address of the Representatives are set forth at the end of Schedule II hereto. An amendment to the Registration Statement, or a supplement to the Base Prospectus, as the case may be, relating to the Securities, in the form heretofore delivered to you is now proposed to be filed with the Commission. Subject to the terms and conditions set forth herein and in the Underwriting Agreement incorporated herein by reference, the Company agrees to issue and sell to each of the Underwriters, and each of the Underwriters agrees, severally and not jointly, to purchase from the Company, at the time and place and at the purchase price to the Underwriters set forth in Schedule II hereto, the number of shares or the principal amount, as the case may be, of Securities set forth opposite the name of such Underwriter in Schedule I hereto. If the foregoing is in accordance with your understanding, please sign and return to us counterparts hereof, and upon acceptance hereof by you, on behalf of each of the Underwriters, this letter and such acceptance hereof, including the provisions of the Underwriting Agreement incorporated herein by reference, shall constitute a binding agreement between each of the Underwriters and the Company. It is understood that your acceptance of this letter on behalf of each of the Underwriters is or will be pursuant to the authority set forth in a form of Agreement among Underwriters, the form of which shall be submitted to the Company for examination upon request, but without warranty on the part of the Representatives as to the authority of the signers thereof. Very truly yours, METLIFE, INC. By: /s/ Anthony J. Williamson ----------------------------- Name: Anthony J. Williamson Title: Senior Vice President and Treasurer Accepted as of the date hereof on behalf of each of the Underwriters: Barclays Bank PLC By: /s/ Shenaaz Kazi ----------------------------------- Name: Shenaaz Kazi Title: Authorised Signatory The Royal Bank of Scotland plc By: /s/ Shenaaz Kazi ----------------------------------- Name: Shenaaz Kazi Title: The Royal Bank of Scotland plc SCHEDULE I TO PRICING AGREEMENT
Principal Amount of 5.25% Senior Notes due 2020 to Underwriters be Purchased ------------ -------------------------- Barclays Bank PLC GBP80,000,000 The Royal Bank of Scotland plc 80,000,000 Banc of America Securities Limited 80,000,000 Goldman Sachs International 80,000,000 Merrill Lynch International 40,000,000 ABN AMRO Bank N.V. 10,000,000 BNP Paribas 10,000,000 Deutsche Bank AG, London Branch 10,000,000 HSBC Bank plc 10,000,000 -------------------------- Total........................ GBP400,000,000 SI-1
SCHEDULE II TO PRICING AGREEMENT Underwriting Agreement, dated June 22, 2005 Registration Statement Nos. 333-124358 Title, Purchase Price and Description of Securities: TITLE: 5.25% Senior Notes due 2020 APPLICABLE SECURITIES AGREEMENTS: Indenture, dated as of November 9, 2001 between MetLife, Inc. and Bank One Trust Company, N.A. (predecessor to J.P. Morgan Trust Company, National Association) (the "Senior Indenture") Supplemental Indenture dated as of June 29, 2005, between MetLife, Inc. and J.P. Morgan Trust Company, National Association (the "Fourteenth Supplemental Indenture"). AGGREGATE PRINCIPAL AMOUNT OF UNDERWRITTEN SECURITIES: GBP400,000,00 ISSUE DATE: June 29, 2005 TERM: June 29, 2020 PAYMENT DATES: Annually each June 29, commencing on June 29, 2006 PRICE TO THE PUBLIC: 98.886% PURCHASE PRICE BY UNDERWRITERS: 98.461% TERMS OF THE SECURITIES: As set forth in the Final Prospectus dated June 22, 2005. ADDITIONAL CLOSING CONDITION: LeBoeuf, Lamb, Greene & MacRae, L.L.P., English Legal advisers to the Company, shall deliver a written opinion with respect to matters of English law relating to the Designated Securities in form and substance reasonably satisfactory to the Underwriters, which opinion shall be delivered to the Representatives at the Closing. SII-1 CLOSING DATE, TIME AND LOCATION: June 29, 2005, 10:00 a.m. (London time); Cleary Gottlieb Steen & Hamilton LLP, One Liberty Plaza, New York, NY 10006. DESIGNATED REPRESENTATIVES: Barclays Bank PLC; The Royal Bank of Scotland plc ADDRESSES FOR NOTICES, ETC.: IF TO THE REPRESENTATIVES: c/o Barclays Bank PLC 5 The North Colonnade Canary Wharf London E14 4BB United Kingdom c/o The Royal Bank of Scotland plc 135 Bishopsgate London EC2M 3UR United Kingdom With a copy to: Cleary Gottlieb Steen & Hamilton LLP One Liberty Plaza New York, NY 10006 Attention: David Lopez, Esq. IF TO THE COMPANY: 27-01 Queens Plaza North Long Island City, NY 11101 Attention: Treasurer SII-2