PRICING AGREEMENT
November 19, 2003
To the Representatives 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 November 19, 2003 (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 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 Designated
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 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 seven 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/Xxxxxxx X. Xxxxxxxxxx
----------------------------------
Name: Xxxxxxx X. Xxxxxxxxxx
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/ Xxxx Xxxxx
--------------------------
Name: Xxxx Xxxxx
Title: Principal
BANC ONE CAPITAL MARKETS, INC.
By: /s/ Xxxxxx X. Xxxxxxxxx
---------------------------
Name: Xxxxxx X. Xxxxxxxxx
Title: Director
XXXXXXX LYNCH, PIERCE, XXXXXX & XXXXX INCORPORATED
By: /s/ Xxxxxx Xxxxxx
---------------------------
Name: Xxxxxx Xxxxxx
Title: Authorized Signatory
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SCHEDULE I
TO PRICING AGREEMENT
PRINCIPAL
AMOUNT OF SENIOR
NOTES DUE 2013 TO
UNDERWRITERS BE PURCHASED
------------ ------------
Banc of America Securities LLC...................................................... $ 116,667,000
Banc One Capital Markets, Inc. ..................................................... $ 116,667,000
Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx
Incorporated............................................................ $ 116,666,000
BNP Paribas Securities Corp. ....................................................... $ 30,000,000
Deutsche Bank Securities Inc. ...................................................... $ 30,000,000
Fleet Securities, Inc. ............................................................. $ 30,000,000
HSBC Securities (USA) Inc. ......................................................... $ 30,000,000
Xxxxxx Brothers Inc. ............................................................... $ 30,000,000
Total........................................................................... $ 500,000,000
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SCHEDULE II
TO PRICING AGREEMENT
Underwriting Agreement dated November 19, 2003
Registration Statement Nos. 333-61282, 000-00000-00 and 000-00000-00
Title, Purchase Price and Description of Designated Securities
TITLE: 5.00% Senior Notes due November 24, 2013
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 Sixth Supplemental Indenture to be dated as
of November 24, 2003, between the Company and the Trustee
AGGREGATE PRINCIPAL AMOUNT: $500,000,000
PRICE TO THE PUBLIC: 99.039% of the principal amount of the Designated
Securities, plus accrued interest, if any, from November 24, 2003 to the date of
delivery
PURCHASE PRICE BY UNDERWRITERS (INCLUDE ACCRUED INTEREST OR
AMORTIZATION, IF ANY): 98.589% of the principal amount of the Designated
Securities, plus accrued interest, if any, from November 24, 2003 to the date of
delivery
SINKING FUND PROVISIONS: None
REDEMPTION PROVISIONS: 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
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 12.5 basis points; 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.
"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 any of Banc of America Securities
LLC, Banc One Capital Markets, Inc., or Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx
Incorporated as specified by the Company, 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
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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, Banc One Capital Markets, Inc., Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx
Incorporated, and two 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, Banc One Capital Markets, Inc., Xxxxxxx
Lynch, Pierce, Xxxxxx & Xxxxx Incorporated 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 whole multiples of $1,000.
SECURITIES INTO WHICH CONVERTIBLE OR EXCHANGEABLE: None
MATURITY: November 24, 2013
INTEREST RATE: 5.00%
INTEREST PAYMENT DATES: The 24th of each May and November, commencing
May 24, 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
November 24, 2003 at the offices of Skadden, Arps, Slate, Xxxxxxx & Xxxx LLP, 0
Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000.
NAMES AND ADDRESSES OF REPRESENTATIVES:
Banc of America Securities LLC
0 Xxxx 00xx Xxxxxx
Xxx Xxxx, XX 00000
Banc One Capital Markets, Inc.
0 Xxxx Xxx Xxxxx
Xxxxxxx, XX 00000
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Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated
0 Xxxxx Xxxxxxxxx Xxxxxx
Xxx Xxxx, XX 00000
DESIGNATED REPRESENTATIVES: Banc of America Securities LLC, Banc One
Capital Markets, Inc., and Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated.
ADDRESSES FOR NOTICES, ETC.: Same as above
UNDERWRITERS: Banc of America Securities LLC, Banc One Capital Markets,
Inc., Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated, BNP Paribas Securities
Corp., Deutsche Bank Securities Inc., Fleet Securities, Inc., HSBC Securities
(USA) Inc. and Xxxxxx Brothers Inc.
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