Not applicable

EX-1.2 3 y90069exv1w2.htm EX-1.2 exv1w2

Exhibit 1.2

PRICING AGREEMENT

March 2, 2011

Goldman, Sachs & Co.
Citigroup Global Markets Inc.
Credit Suisse Securities (USA) LLC
As Representatives of the several Underwriters
named in Schedule I hereto

c/o Goldman, Sachs & Co.
200 West Street
New York, New York 10282

Citigroup Global Markets Inc.
388 Greenwich Street
New York, New York 10013

Credit Suisse Securities (USA) LLC
Eleven Madison Avenue
New York, New York 10010-3629

Ladies and Gentlemen:

MetLife, Inc., a Delaware corporation (the “Company”), American International Group, Inc., a Delaware corporation (“AIG”), and its wholly-owned subsidiary, ALICO Holdings LLC, a Delaware limited liability company (the “Selling Stockholder”), propose, subject to the terms and conditions stated herein (this “Agreement”) and in the Underwriting Agreement, dated March 2, 2011 (the “Underwriting Agreement”), to issue and sell, in the case of the Company, and to sell, in the case of the Selling Stockholder, to the Underwriters named in Schedule I hereto (the “Underwriters”) the respective total number of shares of the Company’s common stock, par value $0.01 per share specified in Schedule I hereto (the “Securities”) at the purchase price per share specified in Schedule II hereto.

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, the Applicable Time and the Closing Date. 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 Securities shall be considered Securities under the Underwriting Agreement. 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.

Subject to the terms and conditions set forth herein and in the Underwriting Agreement incorporated herein by reference, the Company agrees to issue, sell and deliver, and the Selling Stockholder agrees to sell and deliver, to each of the Underwriters, and each of the Underwriters agrees, severally and not jointly, to purchase from the Company and the Selling Stockholder, at the time and place and at the purchase price to the Underwriters set forth in Schedule II hereto, the number of Securities set forth opposite the name of such Underwriter in Schedule I hereto. The date of the issuance, sale and delivery of the Securities is the “Closing Date” set forth on Schedule II hereto and such date shall be considered a Closing Date under the Underwriting Agreement.

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, the Company, AIG and the Selling Stockholder. 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, AIG and the Selling Stockholder for examination upon request, but without warranty on the part of the Representatives as to the authority of the signers thereof.

[Signature pages follow]


Very truly yours, METLIFE, INC.
By:	/s/ Steven J. Goulart
	Name:	Steven J. Goulart
	Title:	Senior Vice President and Treasurer