PRICING AGREEMENT
Banc of America Securities LLC
Goldman, Sachs & Co.
Merrill Lynch, Pierce, Fenner & Smith Incorporated
As Representatives of the
several Underwriters
named in Schedule I hereto
c/o Banc of America Securities LLC
9 West 57th Street, 21st Floor
New York, NY 10019
c/o Goldman, Sachs & Co.
85 Broad Street
New York, NY 10004
c/o Merrill Lynch, Pierce, Fenner & Smith Incorporated
4 World Financial Center
New York, NY 10080
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 6, 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").
In addition, subject to the terms and conditions stated herein and in the
Underwriting Agreement, if the Underwriters sell more than the total number of
Underwritten Securities, the Underwriters shall have an option to purchase,
severally and not jointly, up to an additional 3,600,000 Securities (the "Option
Securities", if any, together with the "Underwritten Securities, the
"Securities") from the Company to cover such sales. Said option may be exercised
in whole or in part at any time on or before the 30th day after the date of the
Final Prospectus upon written or facsimile notice to the Company setting forth
the number of shares of the Option Securities as to which the several
Underwriters are exercising the option and the settlement date (as defined
below). The number of Option Securities to be purchased by each Underwriter
shall be approximately in the same proportion as set forth in Schedule II
hereto. Any date on which Option Securities are purchased, if such date is not
the Closing Date, is referred to herein and in the Underwriting Agreement as a
"settlement date". If settlement for the Option Securities occurs after the
Closing Date, the Company will deliver to the Representatives on the settlement
date for the Option Securities, and the obligation of the Underwriters to
purchase the Option Securities shall be conditioned upon receipt of,
supplemental opinions, certificates and letters
confirming as of such date the opinions, certificates and letters delivered on
the Closing Date pursuant to Section 6 of the Underwriting Agreement. 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:
Banc of America Securities LLC
By: /s/ Lily Chang
---------------------------------
Name: Lily Chang
Title: Principal
Goldman, Sachs & Co.
/s/ Goldman, Sachs & Co.
- -------------------------------------
(Goldman, Sachs & Co.)
Merrill Lynch, Pierce, Fenner & Smith Incorporated
By: /s/ Paul Brown Director
---------------------------------
Name: Paul Brown
Title: Director
SCHEDULE I
TO PRICING AGREEMENT
Number of Shares
or Principal
Amount of
Securities to
Underwriters be Purchased
(Plus up to an additional 3,600,000 shares,
subject to the terms of the Pricing Agreement
and the Underwriting Agreement)
Banc of America Securities LLC 3,855,937
Goldman, Sachs & Co. 3,855,937
Merrill Lynch, Pierce, Fenner & Smith Incorporated 3,855,937
Citigroup Global Markets Inc. 2,190,938
Lehman Brothers Inc. 2,745,938
Morgan Stanley & Co. Incorporated 2,190,938
UBS Securities LLC 2,190,938
Wachovia Capital Markets LLC 2,190,938
Advest, Inc. 61,500
A.G. Edwards & Sons, Inc. 61,500
HSBC Securities (USA) Inc. 61,500
J.P. Morgan Securities Inc. 61,500
Janney Montgomery Scott LLC 61,500
KeyBanc Capital Markets, a division of McDonald
Investments Inc. 61,500
Morgan Keegan & Company, Inc. 61,500
Piper Jaffray & Co. 61,500
RBC Dain Rauscher Inc. 61,500
Raymond James & Associates, Inc. 61,500
SunTrust Capital Markets, Inc. 61,500
Wells Fargo Securities, LLC 61,500
Robert W. Baird & Co. Incorporated 26,357
Guzman & Company 26,357
J.J.B. Hilliard, W.L. Lyons, Inc. 26,357
Keefe, Bruyette & Woods, Inc. 26,357
Samuel A. Ramirez & Co., Inc. 26,357
Muriel Siebert & Co., Inc. 26,357
The Williams Capital Group, L.P. 26,357
TOTAL 24,000,000
SCHEDULE II
TO PRICING AGREEMENT
Underwriting Agreement, dated June 6, 2005
Registration Statement Nos. 333-124358
Title, Purchase Price and Description of Securities:
TITLE: Floating Rate Non-Cumulative Preferred Stock, Series A, $.01
par value (the "Series A Preferred Stock")
APPLICABLE SECURITIES AGREEMENTS: Amended and Restated Certificate
of Incorporation of the Company (including the Certificate of
Designations)
NUMBER OF SHARES: 24 million shares
ISSUE DATE: June 13, 2005
TERM: Perpetual
PAYMENT DATES: Quarterly on the 15th of the month commencing on
September 15, 2005.
PRICE TO THE PUBLIC: $25 per share (liquidation preference)
PURCHASE PRICE BY UNDERWRITERS: $24.2125 per share of Series A
Preferred Stock; provided, however, that the purchase price with
respect to Underwritten Securities sold in an aggregate liquidation
preference of $500,000 or more to a single purchaser, is $24.5000
per share of Series A Preferred Stock; provided further that the
purchase price for any Option Securities is $24.2125 per share of
Series A Preferred Stock, but in the case of Option Securities sold
in an aggregate liquidation preference of $500,000 or more to single
purchaser, the purchase price for such Option Securities is $24.5000
per share of Series A Preferred Stock.
TERMS OF THE SECURITIES: As set forth in the Final Prospectus dated
June 6, 2005.
CLOSING DATE, TIME AND LOCATION: June 13, 2005; 10:00 a.m. (New York
City time); Cleary Gottlieb Steen & Hamilton LLP, One Liberty Plaza,
New York, New York 10006.
DESIGNATED REPRESENTATIVES: Banc of America Securities LLC; Goldman,
Sachs & Co.; Merrill Lynch, Pierce, Fenner & Smith Incorporated
ADDRESSES FOR NOTICES, ETC.:
IF TO THE REPRESENTATIVES:
c/o Banc of America Securities LLC
9 West 57th Street, 21st Floor
New York, NY 10019
c/o Goldman, Sachs & Co.
85 Broad Street
New York, NY 10004
c/o Merrill Lynch, Pierce, Fenner & Smith Incorporated
4 World Financial Center
New York, NY 10080
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