PRICING AGREEMENT

Exhibit 1.2

PRICING AGREEMENT

August 2, 2010

Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated
Credit Suisse Securities (USA) LLC
Deutsche Bank Securities Inc.
HSBC Securities (USA) Inc.
UBS Securities LLC
Xxxxx Fargo Securities, LLC
As Representatives of the several Underwriters
named in Schedule I hereto

c/o Merrill Lynch, Pierce, Xxxxxx & Xxxxx Incorporated
Xxx Xxxxxx Xxxx
Xxx Xxxx, Xxx Xxxx 00000

c/o Deutsche Bank Securities Inc.
00 Xxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000

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 August 2, 2010 (the “Underwriting Agreement”), to issue and sell to the Underwriters named in Schedule I hereto (the “Underwriters”) the total number of shares of the Company’s common stock, par value $0.01 per share specified in Schedule I hereto (the “Firm Securities”) at the purchase price per share specified in Schedule II hereto. In addition, the Company proposes, subject to the terms and conditions stated in this Agreement and the Underwriting Agreement, to grant to the Underwriters the option, exerciseable solely for the purpose of covering over-allotments made in connection with the sale of the Firm Securities at any time not more than 30 days subsequent to the date of the Final Prospectus, to purchase all or less than all of the number of shares specified on Schedule II hereto as the “Optional Securities” at the purchase price per share to be paid for the Firm 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, the Applicable Time and the Closing Date. 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 Firm Securities and the Optional Securities shall be considered Securities under the Underwriting Agreement. 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.

     Subject to the terms and conditions set forth herein and in the Underwriting Agreement incorporated herein by reference, the Company agrees to issue, sell and deliver 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 Firm Securities set forth opposite the name of such Underwriter in Schedule I hereto. The date of the issuance, sale and delivery of the Firm Securities is the “First Closing Date” set forth on Schedule II hereto and such date shall be considered a Closing Date under the Underwriting Agreement.

     If the Representatives give written notice to the Company at any time not more than 30 days subsequent to the date of the Final Prospectus, then, 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 the percentage of the total number of Optional Securities specified in such notice that equals the percentage set forth opposite such Underwriter’s name on Schedule I hereto (subject to adjustment by the Representatives to eliminate fractions). Optional Securities may be purchased by the Underwriters solely for the purpose of covering over-allotments made in connection with the sale of the Firm Securities. No Optional Securities shall be sold or delivered unless the Firm Securities previously have been, or simultaneously are, sold and delivered. The right to purchase the Optional Securities or any portion thereof may be exercised at any time and to the extent not previously exercised may be surrendered and terminated at any time upon notice by the Representatives to the Company. Each time for the delivery of and payment for the Optional Securities (each, an “Optional Closing Date”) may be the First Closing Date and each Optional Closing Date, if any, shall be considered a Closing Date under the Underwriting Agreement. Each Optional Closing Date shall be determined by the Representatives but shall be not later than five full business days after written notice of election to purchase Optional Securities is given.

     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.

[Signature pages follow]

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	Very truly yours, METLIFE, INC.
	By:	/s/ Xxxxxx X. Xxxxxxx
		Name:	Xxxxxx X. Xxxxxxx
		Title:	Senior Vice President and Treasurer

[Signature page to Common Stock Pricing Agreement]

Accepted as of the date hereof
on behalf of each of the Underwriters:

XXXXXXX LYNCH, PIERCE, XXXXXX &
XXXXX INCORPORATED

By:	/s/ Xxxx Xxxxx
	Name:	Xxxx Xxxxx
	Title:	Managing Director

[Signature page to Common Stock Pricing Agreement]

CREDIT SUISSE SECURITIES (USA) LLC

By:	/s/ Xxxxx X. Xxxxxxx
	Name:	Xxxxx X. Xxxxxxx
	Title:	Managing Director

[Signature page to Common Stock Pricing Agreement]

DEUTSCHE BANK SECURITIES INC.

By:	/s/ Xxxxxxx Xxxxxxx
	Name:	Xxxxxxx Xxxxxxx
	Title:	Managing Director
By:	/s/ Xxxx Xxxxxx
	Name:	Xxxx Xxxxxx
	Title:	Managing Director

[Signature page to Common Stock Pricing Agreement]

HSBC SECURITIES (USA) INC.

By:	/s/ Xxxxx Xxxxx
	Name:	Xxxxx Xxxxx
	Title:	Managing Director

[Signature page to Common Stock Pricing Agreement]

UBS SECURITIES LLC

By:	/s/ Xxxxxxx X. Xxxxx
	Name:	Xxxxxxx X. Xxxxx
	Title:	Managing Director
By:	/s/ Xxxxxx Xxxxxxx
	Name:	Xxxxxx Xxxxxxx
	Title:	Associate Director

[Signature page to Common Stock Pricing Agreement]

XXXXX FARGO SECURITIES, LLC

By:	/s/ Xxxxx Xxxxxx
	Name:	Xxxxx Xxxxxx
	Title:	Director

[Signature page to Common Stock Pricing Agreement]

SCHEDULE I
TO PRICING AGREEMENT

		Number of Firm
		Securities to be				Percentage of
Underwriters		Purchased				Optional Securities
Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated			12,024,825				16.03	%
Credit Suisse Securities (USA) LLC			12,024,825				16.03	%
Deutsche Bank Securities Inc.			12,024,825				16.03	%
HSBC Securities (USA) Inc.			5,789,700				7.72	%
UBS Securities LLC			5,789,700				7.72	%
Xxxxx Fargo Securities, LLC			5,789,700				7.72	%
Xxxxxxx X. Xxxxxxxxx & Co, LLC			777,475				1.04	%
Macquarie Capital (USA) Inc.			777,475				1.04	%
Sterne, Agee & Xxxxx, Inc.			777,475				1.04	%
BNP Paribas Securities Corp.			1,425,000				1.90	%
RBS Securities Inc.			1,425,000				1.90	%
SG Americas Securities, LLC			1,425,000				1.90	%
Xxxxx and Company, LLC			1,087,500				1.45	%
Daiwa Capital Markets America Inc.			1,087,500				1.45	%
Xxxxxxx & Partners Securities, LLC			1,087,500				1.45	%
PNC Capital Markets LLC			1,087,500				1.45	%
Scotia Capital (USA) Inc.			1,087,500				1.45	%
UniCredit Capital Markets, Inc.			1,087,500				1.45	%
The Xxxxxxxx Capital Group, L.P.			990,750				1.32	%
BNY Mellon Capital Markets, LLC			750,000				1.00	%
Commerz Markets LLC			750,000				1.00	%
Mitsubishi UFJ Securities (USA), Inc.			750,000				1.00	%
Xxxxxxx Xxxxx & Associates, Inc.			750,000				1.00	%
Santander Investment Securities Inc.			750,000				1.00	%
Loop Capital Markets LLC			495,000				0.65	%
Xxxxxxxx Xxxxxx Van LLC			490,500				0.65	%
Xxxxxxx Capital Markets, LLC			490,500				0.65	%
Xxxxxx & Company			490,500				0.65	%
Xxxxxx Xxxxxxx & Co., Inc.			490,500				0.65	%
Xxxxxx X. Xxxxxxx & Co., Inc.			490,500				0.65	%
CastleOak Securities, L.P.			245,250				0.33	%
MFR Securities, Inc.			245,250				0.33	%
Xxxxxxxxx Capital Partners, LLC			245,250				0.33	%
Total			75,000,000				100.00	%

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SCHEDULE II
TO PRICING AGREEMENT

Underwriting Agreement, dated August 2, 2010

Registration Statement No. 333-147180

INITIAL PRICE TO THE PUBLIC: $42.00

PURCHASE PRICE BY UNDERWRITERS: $40.92

NUMBER OF FIRM SECURITIES: 75,000,000

NUMBER OF OPTIONAL SECURITIES: 11,250,000

PARTIES TO LOCK-UP AGREEMENTS:

C. Xxxxxx Xxxxxxxxx
Xxxxx X. Xxxx
Xxxxxxxx Xxxxxx
Xxxxxx X. Xxxxxxxxx
Xxxxxxxx X. Xxxxxxxx
Xxxxx X. Xxxxxx
Xxxxxxx X. Xxxxxxxx
Xxxxxxx X. Xxxxxxx
Xxxxxxx X. Xxxxxxx
Xxxxxx Xxxxxxx Xxxxxxx
Xxxxxxx Xxxxxx-Xxxxxx
Xxxxxx X. Xxxxx
R. Xxxxx Xxxxxxx
Xxxx X. Xxxxx
Xxxxxx X. Xxxxx, Xx.
Xxxxx X. Xxxxx
Xxxxxxxxx X. Xxxxxx
Xxxx X. Xxxxx
Xxxxx Xxxxxxx, M.D.
Xxxxxx X. Xxxxxxxxxx
Xxxx X. Xxxx

FIRST CLOSING DATE: August 6, 2010

TIME OF FIRST CLOSING: 10 A.M.

LOCATION OF FIRST CLOSING: the offices of Debevoise & Xxxxxxxx LLP, 000 Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000

REPRESENTATIVES: Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated, Credit Suisse Securities (USA) LLC, Deutsche Bank Securities Inc., HSBC Securities (USA) Inc., UBS Securities LLC and Xxxxx Fargo Securities, LLC

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ADDRESSES FOR NOTICES, ETC.:

IF TO THE REPRESENTATIVES:

Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated
Xxx Xxxxxx Xxxx
Xxx Xxxx, Xxx Xxxx 00000
Attention: Syndicate Department (Facsimile: 646-855-3073), with a copy to:
ECM Legal (Facsimile: 212-230-8730)

Deutsche Bank Securities Inc.
00 Xxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attention: ECM Syndicate Desk (Facsimile: 212-797-9344), with a copy to:
General Counsel (Facsimile: 212-797-4564)

IF TO THE COMPANY:

MetLife, Inc.
0000 Xxxxxx xx xxx Xxxxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attention: General Counsel

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