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
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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.
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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
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