EXHIBIT 1.2
EXECUTION COPY
PRICING AGREEMENT
May 26, 2004
To the Representative of the
several Underwriters
named in Schedule I hereto
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 May 26, 2004 (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 "Designated
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
Designated Securities which are the subject of this Agreement. Each reference to
the Representative 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 Representative designated to act on behalf of the
Representative and on behalf of each of the Underwriters of the Designated
Securities pursuant to the Underwriting Agreement and the address of the
Representative 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 Designated 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 Designated
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 five 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 Representative as to the authority of the signers thereof.
Very truly yours,
METLIFE, INC.
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
-------------------------
Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Title: Executive Vice
President and Chief
Financial Officer
Accepted as of the date hereof
on behalf of each of the Underwriters:
BANC OF AMERICA SECURITIES LLC
By: /s/ ▇▇▇▇ ▇▇▇▇▇
-------------------------
Name: ▇▇▇▇ ▇▇▇▇▇
Title: Principal
SCHEDULE I
TO PRICING AGREEMENT
PRINCIPAL AMOUNT PRINCIPAL AMOUNT
OF SENIOR NOTES OF SENIOR NOTES
DUE 2014 TO BE DUE 2034 TO BE
UNDERWRITERS PURCHASED PURCHASED
------------ --------- ---------
Banc of America Securities LLC. $ 150,000,000 $ 300,000,000
Citigroup Global Markets Inc. 10,000,000 20,000,000
Deutsche Bank Securities Inc. 10,000,000 20,000,000
HSBC Securities (USA) Inc. 10,000,000 20,000,000
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ & Company Inc. 10,000,000 20,000,000
Wachovia Capital Markets, LLC 10,000,000 20,000,000
------------- -------------
Total $ 200,000,000 $ 400,000,000
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SCHEDULE II
TO PRICING AGREEMENT
Underwriting Agreement dated May 26, 2004
Registration Statement Nos. 333-112073, ▇▇▇-▇▇▇▇▇▇-▇▇ and ▇▇▇-▇▇▇▇▇-▇▇
Title, Purchase Price and Description of each series of Designated Securities
TITLE OF 10 YEAR NOTES: 5.5% Senior Notes due June 15, 2014
TITLE OF 30 YEAR NOTES: 6.375% Senior Notes due June 15, 2034
APPLICABLE SECURITIES AGREEMENTS: Indenture dated as of November 9,
2001, between the Company and Bank One Trust Company, N.A., as trustee (the
"Trustee"), as supplemented by the Seventh Supplemental Indenture to be dated as
of June 3, 2004, between the Company and the Trustee; Indenture dated as of
November 9, 2001, between the Company and Bank One Trust Company, N.A., as
trustee (the "Trustee"), as supplemented by the Eighth Supplemental Indenture to
be dated as of June 3, 2004, between the Company and the Trustee
AGGREGATE PRINCIPAL AMOUNT OF 10 YEAR NOTES: $200,000,000
AGGREGATE PRINCIPAL AMOUNT OF 30 YEAR NOTES: $400,000,000
PRICE TO THE PUBLIC:
10 YEAR NOTES: 99.837% of the principal amount of the
Designated Securities, plus accrued interest, if any, from
June 3, 2004 to the date of delivery
30 YEAR NOTES: 99.467% of the principal amount of the
Designated Securities, plus accrued interest, if any, from
June 3, 2004 to the date of delivery
PURCHASE PRICE BY UNDERWRITERS (INCLUDE ACCRUED INTEREST OR
AMORTIZATION, IF ANY):
10 YEAR NOTES: 99.387% of the principal amount of the
Designated Securities, plus accrued interest, if any, from
June 3, 2004 to the date of delivery
30 YEAR NOTES: 98.592% of the principal amount of the
Designated Securities, plus accrued interest, if any, from
June 3, 2004 to the date of delivery
SINKING FUND PROVISIONS: None
REDEMPTION PROVISIONS: Each series of the Designated Securities will be
redeemable, in whole or in part, at the option of the Company at any time (a
"Redemption Date"), at a redemption price equal to the greater of (i) 100% of
the principal amount of the Designated Securities to be redeemed and (ii) an
amount equal to the sum of the present values of the remaining scheduled
payments for principal of and interest on the Designated Securities, not
including any portion of the payments of interest accrued as of such Redemption
Date, discounted to such Redemption Date on a semi-annual basis (assuming a
360-day year consisting of twelve 30-day months) at the Treasury Rate, plus 15
basis points in the case of the senior notes due June 15, 2014 and 20 basis
points in the case of the senior notes due June 15, 2034; plus, in each case,
accrued and unpaid interest on the Designated Securities to such Redemption
Date.
"Treasury Rate" means the rate per year equal to the semi-annual
equivalent yield to maturity of the Comparable Treasury Issue, calculated using
a price for the Comparable Treasury Issue (expressed as a percentage of its
principal amount) equal to the Comparable Treasury Price for such Redemption
Date. The Treasury Rate shall be calculated on the third business day preceding
the Redemption Date.
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"Comparable Treasury Issue" means the United States Treasury security
selected by the Independent Investment Banker as having a maturity comparable to
the remaining term of the Designated Securities to be redeemed that would be
utilized, at the time of selection and in accordance with customary financial
practice, in pricing new issues of corporate debt securities of comparable
maturity to the remaining term of the Designated Securities.
"Independent Investment Banker" means Banc of America Securities LLC
and any successor firm or, if such firm is unwilling or unable to select the
Comparable Treasury Issue, an independent investment banking institution of
national standing appointed by the Trustee after consultation with the Company.
"Comparable Treasury Price" means with respect to any Redemption Date
for the Designated Securities (1) the average of the Reference Treasury Dealer
Quotations for such Redemption Date, after excluding the highest and lowest such
Reference Treasury Dealer Quotations, or (2) if the Trustee obtains fewer than
five such Reference Treasury Dealer Quotations, the average of all such
quotations.
"Reference Treasury Dealer" means each of Banc of America Securities
LLC and four other primary U.S. government securities dealers (each a "Primary
Treasury Dealer"), as specified by the Company; provided that (1) if any of Banc
of America Securities LLC or any Primary Treasury Dealer as specified by the
Company shall cease to be a Primary Treasury Dealer, the Company will substitute
therefor another Primary Treasury Dealer and (2) if the Company fails to select
a substitute within a reasonable period of time, then the substitute will be a
Primary Treasury Dealer selected by the Trustee after consultation with the
Company.
"Reference Treasury Dealer Quotations" means, with respect to the
Reference Treasury Dealer and any Redemption Date, the average, as determined by
the Trustee, of the bid and asked prices for the Comparable Treasury Issue
(expressed in each case as a percentage of its principal amount) quoted in
writing to the Trustee by such Reference Treasury Dealer at 5:00 p.m., New York
City time, on the third business day preceding such Redemption Date.
If less than all of the Designated Securities are to be redeemed, the
Trustee shall select the Designated Securities or portions of the Designated
Securities to be redeemed by such method as the Trustee shall deem fair and
appropriate. The Trustee may select for redemption Designated Securities and
portions of Designated Securities in amounts of $2,000 and whole multiples of
$1,000 in excess of $2,000.
SECURITIES INTO WHICH CONVERTIBLE OR EXCHANGEABLE: None
MATURITY OF 10 YEAR NOTES: June 15, 2014
MATURITY OF 30 YEAR NOTES: June 15, 2034
INTEREST RATE OF 10 YEAR NOTES: 5.5%
INTEREST RATE OF 30 YEAR NOTES: 6.375%
INTEREST PAYMENT DATES: The 15th of each June and December, commencing
December 15, 2004, continuing to and including the maturity date.
LIQUIDATION PREFERENCES: None
DIVIDENDS: None
VOTING RIGHTS: None
OTHER PROVISIONS: See "Applicable Securities Agreements" above
CLOSING DATE, TIME AND LOCATION: 9:00 a.m. (New York City time) on June
3, 2004 at the offices of Skadden, Arps, Slate, ▇▇▇▇▇▇▇ & ▇▇▇▇ LLP, ▇ ▇▇▇▇▇
▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇.
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NAME AND ADDRESS OF REPRESENTATIVE:
Banc of America Securities LLC
▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇
DESIGNATED REPRESENTATIVE: Banc of America Securities LLC
ADDRESSES FOR NOTICES, ETC.: Same as above
UNDERWRITERS: Banc of America Securities LLC, Citigroup Global Markets
Inc., Deutsche Bank Securities Inc., HSBC Securities (USA) Inc., ▇▇▇▇▇▇ ▇.
▇▇▇▇▇▇▇ & Company Inc. and Wachovia Capital Markets, LLC
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