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Exhibit 1.2
PRICING
AGREEMENT
December 14, 2006
Goldman, Sachs & Co.
J.P. Morgan Securities Inc.
Merrill Lynch, Pierce, Fenner & Smith Incorporated
HSBC Securities (USA) Inc.
As Representatives of the
several Underwriters
named in Schedule I hereto
c/o Goldman, Sachs & Co.
85 Broad Street
New York, NY 10004
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 December 14, 2006 (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. 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.
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 principal amount of Securities set forth opposite the name of such
Underwriter in Schedule I hereto.
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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 lette






