PRICING AGREEMENT
Banc of America Securities LLC
Goldman, Sachs & Co.
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
Ladies and Gentlemen:
MetLife, Inc., a Delaware corporation (the "Company"), MetLife Capital
Trust II, a statutory trust formed under the laws of Delaware (the "Series A
Trust") and MetLife Capital Trust III, a statutory trust formed under the laws
of Delaware (together with the Series A Trust, the "Trusts") propose, subject to
the terms and conditions stated herein (this "Agreement") and in the
Underwriting Agreement, dated June 15, 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 10,800,000 Securities (the
"Option Securities", if any, together with the "Underwritten Securities, the
"Securities") from the Company and the Trusts 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 and the Trusts 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 and the
Trusts agree to issue and sell to each of the Underwriters, and each of the
Underwriters agrees, severally and not jointly, to purchase from the Company and
the Trusts, at the time and place and at the purchase price to the Underwriters
set forth in Schedule II hereto, the number of units 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 and the Trusts. 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
METLIFE CAPITAL TRUST II
By: MetLife, Inc., as sponsor
By: /s/ Anthony J. Williamson
------------------------------
Name: Anthony J. Williamson
Title: Senior Vice President and
Treasurer
METLIFE CAPITAL TRUST III
By: MetLife, Inc., as sponsor
By: /s/ Anthony J. Williamson
------------------------------
Name: Anthony J. Williamson
Title: Senior Vice President and
Treasurer
I-3
Accepted as of the date hereof on
behalf of each of the Underwriters:
Banc of America Securities LLC
By: /s/ Derek Dillon
------------------------------------
Name: Derek Dillon
Title: Managing Director
Goldman, Sachs & Co.
/s/ Goldman, Sachs & Co.
- ------------------------------------
(Goldman, Sachs & Co.)
I-4
SCHEDULE I
TO PRICING AGREEMENT
NUMBER OF UNITS OF SECURITIES (PLUS UP TO AN ADDITIONAL
10,800,000 UNITS OF SECURITIES, SUBJECT TO THE TERMS OF THE
UNDERWRITERS PRICING AGREEMENT AND THE UNDERWRITING AGREEMENT)
Banc of America Securities LLC 14,400,000
Goldman, Sachs & Co. 14,400,000
Citigroup Global Markets Inc. 5,040,000
Credit Suisse First Boston LLC 5,040,000
Lehman Brothers Inc. 5,040,000
Merrill Lynch, Pierce, Fenner & Smith
Incorporated 5,040,000
Morgan Stanley & Co. Incorporated 5,040,000
UBS Securities LLC 5,040,000
Bear, Stearns & Co. Inc. 2,640,000
Deutsche Bank Securities Inc. 2,640,000
J.P. Morgan Securities Inc. 2,640,000
BNP Paribas Securities Corp. 720,000
Fox-Pitt, Kelton Inc. 720,000
HSBC Securities (USA) Inc. 720,000
Keefe, Bruyette & Woods, Inc. 720,000
Wachovia Capital Markets, LLC 720,000
Guzman & Company 360,000
Samuel A. Ramirez & Co., Inc. 360,000
Muriel Siebert & Co., Inc. 360,000
The Williams Capital Group, L.P. 360,000
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TOTAL 72,000,000
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