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Exhibit 1.1
METLIFE, INC.
UNDERWRITING AGREEMENT
December 14, 2006
To the Representatives of the several
Underwriters named in the respective
Pricing Agreements hereinafter described
Ladies and Gentlemen:
From
time to time, MetLife, Inc., a Delaware corporation (the
"COMPANY"),
proposes to enter into one or more Pricing Agreements (each a
"PRICING
AGREEMENT") in the form of Annex I hereto, with such additions and
deletions as
the parties thereto may determine and, subject to the terms and
conditions
stated herein and therein, to issue and sell to the firms named in
Schedule I to
the applicable Pricing Agreement (the "UNDERWRITERS" with respect
to such
Pricing Agreement and the securities specified therein) the
principal amount of
its securities or aggregate number of shares identified in Schedule
I to the
applicable Pricing Agreement (the "SECURITIES" with respect to such
Pricing
Agreement).
The
terms and rights of any particular issuance of Securities shall be
as
specified in the Pricing Agreement relating thereto and in or
pursuant to the
Subordinated Indenture as specified in such Pricing Agreement, as
supplemented
by the Third Supplemental Indenture, (the Subordinated Indenture as
so
supplemented, the "INDENTURE"), or the Amended and Restated
Certificate of
Incorporation of the Company (including the applicable Certificate
of
Designation), as applicable (each, a "SECURITIES AGREEMENT"), and
identified in
such Pricing Agreement.
Particular sales of Securities may be made from time to time to
the
Underwriters of such Securities, for whom the firms designated
as
representatives of the Underwriters of such Securities in the
Pricing Agreement
relating thereto will act as representatives (the
"REPRESENTATIVES"). The term
"Representatives" also refers to a single firm acting as sole
representative of
the Underwriters and to Underwriters who act without any firm being
designated
as their representative. This Underwriting Agreement shall not be
construed as
an obligation of the Company to sell any of the Securities or as an
obligation
of any of the Underwriters to purchase the Securities. The
obligation of the
Company to issue and sell any of the Securities and the obligation
of any of the
Underwriters to purchase any of the Securities shall be evidenced
by the Pricing
Agreement with respect to the Securities specified therein.
Each
Pricing Agreement shall specify the aggregate principal amount of
such
Securities or the total number of shares, as the case may be, the
initial public
offering price of such Securities, the purchase price to the
Underwriters of
such Securities, the names of the Underwriters of such Securities,
the names of
the Representatives of such Underwriters and the principal amount
or number of
shares, as the case may be, of such Securities to be purchased by
each
Underwriter. In addition, such Pricing Agreement shall set forth
the date, time
and manner of delivery of such Securities and payment therefor.
Such Pricing
Agreement shall also specify (in a manner not inconsistent with the
applicable
Securities Agreements and the registration
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statement and prospectus with respect thereto) the terms of such
Securities. A
Pricing Agreement shall be in the form of an executed writing
(which may be in
counterparts), and may be evidenced by an exchange of telegraphic
communications
or any other rapid transmission device designed to produce a
written record of
communications transmitted. The obligations of the Underwriters
under this
Agreement and each Pricing Agreement shall be several and not
joint.
Notwithstanding anything to the contrary in this Underwriting
Agreement,
the parties hereto hereby agree that any representation and/or
warranty by any
of the parties hereto, concerning the Pricing Prospectus, the Final
Term Sheet
and/or the General Disclosure Package (each, as defined below)
shall be deemed
to have been made as of the Applicable Time (as defined below).
1.
Representations and Warranties. The Company represents and warrants
to
the Underwriters, and agrees with each of the Underwriters, as
follows:
(a)
The Company has filed with the Securities and Exchange Commission
(the
"COMMISSION") a registration statement on Form S-3 (No. 333-124358)
under the
Securities Act of 1933, as amended (the "ACT"), which has become
effective, for
the registration under the Act of the Securities. The Company meets
the
requirements for use of Form S-3 under the Act. No stop order
suspending the
effectiveness of the registration statement has been issued under
the Act and no
proceedings for that purpose have been instituted or are pending
or, to the
knowledge of the Company, are contemplated by the Commission, and
any request on
the part of the Commission for additional information has been
complied with.
The Company proposes to file with the Commission pursuant to Rule
424 under the
Act a supplement or supplements to the form of prospectus included
in such
registration statement relating to the Securities and the plan of
distribution
thereof. Such registration statement, including the exhibits
thereto, as amended
at the date of this Agreement, is hereinafter called the
"REGISTRATION
STATEMENT"; the Registration Statement at the time it originally
became
effective is herein called the "ORIGINAL REGISTRATION STATEMENT";
such
prospectus in the form in which it appears in the Original
Registration
Statement is hereinafter called the "BASE PROSPECTUS"; and such
supplemented
form of prospectus, in the form in which it shall first be filed
with the
Commission pursuant to Rule 424 (including the Base Prospectus as
so
supplemented), is hereinafter called the "FINAL PROSPECTUS." Any
preliminary
form of the Final Prospectus which has heretofore been filed
pursuant to Rule
424 is hereinafter called a "PRELIMINARY PROSPECTUS." Any reference
herein to
the Registration Statement, the Base Prospectus, any Preliminary
Prospectus, the
Pricing Prospectus (as defined below) or the Final Prospectus shall
be deemed to
refer to and include the documents incorporated by reference
therein pursuant to
Item 12 of Form S-3 which were filed under the Securities Exchange
Act of 1934,
as amended (the "EXCHANGE ACT"), on or before the date of this
Agreement, or the
issue date of the Base Prospectus, any Preliminary Prospectus, the
Pricing
Prospectus or the Final Prospectus, as the case may be; and any
reference herein
to the terms "amend," "amendment" or "supplement" with respect to
the
Registration Statement, the Base Prospectus, any Preliminary
Prospectus, the
Pricing Prospectus or the Final Prospectus shall be deemed to refer
to and
include any document filed under the Exchange Act after the date of
this
Agreement, or the issue date of the Base Prospectus, any
Preliminary Prospectus,
the Pricing Prospectus or the Final Prospectus, as the case may be,
deemed to be
incorporated therein by reference; each Preliminary Prospectus and
the
prospectuses filed as part of the Registration Statement as
originally filed or
as part of any amendment thereto, or filed pursuant
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to Rule 424 under the Act, complied when so filed in all material
respects with
the Act and the rules thereunder and each Preliminary Prospectus,
the Pricing
Prospectus and the Final Prospectus delivered to the
Representatives for use in
connection with this offering was identical to the electronically
transmitted
copies thereof filed with the Commission via the Electronic Data
Gathering,
Analysis and Retrieval ("EDGAR") system, except to the extent
permitted by
Regulation S-T.
(b)
(i) The Registration Statement, as amended as of any such time, and
the
Final Prospectus, as amended or supplemented as of any such time,
and, in the
case of Securities issued pursuant to an Indenture, such Indenture,
will comply
in all material respects with the applicable requirements of the
Act, the
Exchange Act and the Trust Indenture Act of 1939, as amended (the
"TRUST
INDENTURE ACT"), as applicable, and the respective rules
thereunder;
(ii)
Each Preliminary Prospectus complied when so filed in all
material
respects with the rules and regulations of the Commission under the
Act (the
"1933 ACT REGULATIONS");
(iii) The Registration Statement and the Final Prospectus do not
and will
not, as of the applicable effective date as to each part of the
Registration
Statement and as of the applicable filing date as to the Final
Prospectus and
any amendment or supplement thereto, contain any untrue statement
of a material
fact or omit to state any material fact required to be stated
therein or
necessary in order to make the statements therein not misleading;
provided,
however, that the Company makes no representations or warranties as
to (i) that
part of the Registration Statement which shall constitute the
trustee's
Statement of Eligibility and Qualification (Form T-1) under the
Trust Indenture
Act or (ii) the information contained in or omitted from the
Registration
Statement, the Final Prospectus or the Preliminary Prospectus or
any amendment
thereof or supplement thereto in reliance upon and in conformity
with
information relating to such Underwriter furnished in writing to
the Company by
any Underwriter expressly for use in the Registration Statement and
the Final
Prospectus; and
(iv)
As of the Applicable Time, the Issuer Free Writing Prospectus(es)
(as
defined below) listed on Schedule 1(a) hereto, if any, the Pricing
Prospectus
(as defined below), and the final term sheet relating to the
securities set
forth on Annex IV (the "FINAL TERM SHEET"), all considered
together
(collectively, the "GENERAL DISCLOSURE PACKAGE"), did not include
any untrue
statement of a material fact or omitted to state any material fact
necessary in
order to make the statements therein, in the light of the
circumstances under
which they were made, not misleading.
(v)
As of the Applicable Time, each Issuer Free Writing Prospectus
listed
on Schedule 1(b) hereto, if any, did not conflict with the
information contained
in the Registration Statement or the General Disclosure Package,
and each such
Issuer Free Writing Prospectus, as supplemented by and taken
together with the
General Disclosure Package and any other such Issuer Free Writing
Prospectus, in
each case as of the Applicable Time, did not include any untrue
statement of a
material fact or omit to state any material fact necessary in order
to make the
statements therein, in light of the circumstances under which they
were made,
not misleading; PROVIDED, HOWEVER, IT IS
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UNDERSTOOD AND AGREED THAT IN NO EVENT SHALL ANY SUCH ISSUER FREE
WRITING
PROSPECTUS, INCLUDING BUT NOT LIMITED TO ANY ELECTRONIC ROADSHOW,
BE LISTED ON
SCHEDULE 1(b) HERETO UNLESS THE COMPANY (I) HAS CONSENTED TO THE
USE THEREOF AND
(II) SHALL HAVE APPROVED ITS CONTENTS BEFORE ANY SUCH USE, IN EACH
CASE IN
ACCORDANCE WITH THE PROVISIONS OF THIS AGREEMENT.
As
used in this subsection and elsewhere in this Agreement:
"APPLICABLE TIME" means 1:43 P.M. (Eastern Time) on December 15,
2006 or
such other time as agreed by the Company and the Representatives
and stated in
the applicable Pricing Agreement.
"ISSUER FREE WRITING PROSPECTUS" means any "issuer free writing
prospectus," as defined in Rule 433 under the Act ("RULE 433"),
relating to the
Securities.
"PRICING PROSPECTUS" means the Base Prospectus, as amended or
supplemented
(including by any Preliminary Prospectus) immediately prior to the
Applicable
Time.
At
the time the Company or another offering participant first made a
bona
fide offer (within the meaning of Rule 164(h)(2) under the Act) of
the
Securities, the Company was not an "ineligible issuer" as defined
in Rule 405
under the Act.
The
representations and warranties in this subsection shall not apply
to
statements in or omissions from the Pricing Prospectus or any
Issuer Free
Writing Prospectus made in reliance upon and in conformity with
written
information furnished to the Company by any Underwriter expressly
for use
therein;
(c)
Each document incorporated or deemed to be incorporated by
reference in
the Registration Statement, the General Disclosure Package and the
Prospectus,
when they became effective or at the time they were or hereafter
are filed with
the Commission, complied and will comply in all material respects
with the Act
or the Exchange Act, as applicable;
(d)
Neither the Company nor any subsidiary of the Company that
would
qualify as a "SIGNIFICANT SUBSIDIARY" of the Company under
Regulation S-X (each,
a "SIGNIFICANT SUBSIDIARY") has sustained since the date of the
latest audited
financial statements included or incorporated by reference in the
General
Disclosure Package any loss or interference material to the
business of the
Company and its subsidiaries considered as a whole, other than as
described in
or contemplated by the General Disclosure Package, from fire,
explosion, flood
or other calamity, whether or not covered by insurance, or from any
labor
dispute or court or governmental action, order or decree; and,
since the
respective dates as of which information is given in the General
Disclosure
Package, otherwise than as described or contemplated in the General
Disclosure
Package, there has not been any (i) material addition, or
development involving
a prospective material addition, to the liability of Metropolitan
Life Insurance
Company ("METLIFE") for future policy benefits, policyholder
account balances
and other claims, other than in the ordinary course of business,
(ii) material
decrease in the surplus of MetLife or material change in the
capital stock or
other ownership interests (other than issuances of common stock
upon the
exercise of outstanding employee stock options or pursuant to
existing employee
compensation plans or on the conversion or exchange of convertible
or
exchangeable securities
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outstanding on the date of the applicable Pricing Agreement) of the
Company or
any Significant Subsidiary or any material increase in the
long-term debt of the
Company or its subsidiaries, considered as a whole, or (iii)
material adverse
change, or development involving a prospective material adverse
change, in or
affecting the business, financial position, reserves, surplus,
equity or results
of operations (in each case considered either on a statutory
accounting or U.S.
generally accepted accounting principles ("GAAP") basis, as
applicable) of the
Company and its subsidiaries considered as a whole. As of the date
of this
Agreement, the Significant Subsidiaries are Metropolitan Life
Insurance Company,
MetLife Insurance Company of Connecticut (formerly The Travelers
Insurance
Company), Reinsurance Group of America, Incorporated and
Metropolitan Property
and Casualty Insurance Company;
(e)
The Company and each Significant Subsidiary has good and
marketable
title in fee simple to all material real property and good and
marketable title
to all material personal property owned by it, in each case free
and clear of
all liens, encumbrances and defects, except such as are described
in the General
Disclosure Package or such as would not have a material adverse
effect on the
business, financial position, equity, reserves, surplus or results
of operations
of the Company and its subsidiaries, considered as a whole
("MATERIAL ADVERSE
EFFECT"), and do not materially interfere with the use made and
proposed to be
made of such property by the Company or any Significant Subsidiary,
and any
material real property and material buildings held under lease by
the Company or
any of its subsidiaries are held under valid, subsisting and
enforceable leases
with such exceptions as are not material and do not materially
interfere with
the use made and currently proposed to be made of such property and
buildings by
the Company or any Significant Subsidiary;
(f)
The Company has been duly incorporated and is validly existing as
a
corporation in good standing under the laws of the State of
Delaware, with power
and authority (corporate and other) to own its properties and
conduct its
business as described in the General Disclosure Package and has
been duly
qualified as a foreign corporation for the transaction of business
and is in
good standing under the laws of each other jurisdiction in which
its ownership
or lease of property or the conduct of its business requires such
qualification
and good standing, except to the extent that the failure to be so
qualified and
in good standing would not have a Material Adverse Effect; MetLife
was duly
converted from a mutual life insurance company to a stock life
insurance company
on April 7, 2000 in accordance with the Plan of Reorganization of
MetLife under
Section 7312 of the New York Insurance Law; each Significant
Subsidiary is
validly existing as a corporation and is in good standing under the
laws of its
jurisdiction of incorporation, with power and authority (corporate
and other) to
own its properties and conduct its business as described in the
General
Disclosure Package; and each Significant Subsidiary is duly
qualified as a
foreign corporation for the transaction of business and is in good
standing
under the laws of each other jurisdiction in which its ownership or
lease of
property or the conduct of its business requires such qualification
and good
standing, except to the extent that the failure to be so qualified
and in good
standing would not have a Material Adverse Effect;
(g)
The Company has the corporate power and authority to execute
and
deliver this Agreement, the applicable Pricing Agreements, the
applicable
Securities Agreements and the Securities and to consummate the
transactions
contemplated hereby and thereby;
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(h)
The Company has an authorized capitalization as set forth and
described
in the General Disclosure Package, and all of the issued shares of
capital stock
of the Company have been duly authorized and validly issued and are
fully paid
and nonassessable; none of the outstanding shares of capital stock
of the
Company was issued in violation of the preemptive or other similar
rights of any
securityholder of the Company; except as disclosed in the General
Disclosure
Package, there are no outstanding options or warrants to purchase,
or any
preemptive rights or other rights to subscribe for or to purchase,
any
securities or obligations convertible into or any contracts or
commitments to
sell shares of the Company's capital stock or any such options,
rights,
warrants, convertible securities or obligations; the description of
the
Company's stock option plans and the options or other rights
granted and
exercised thereunder set forth in the General Disclosure Package
accurately and
fairly describe the information required to be shown with respect
to such plans,
arrangements, options and rights; except as disclosed in the
General Disclosure
Package (including, without limitation, that certain Investor
Rights Agreement
by and among the Company, Citigroup, Inc. and Citigroup Insurance
Holding
Corporation, dated as of July 1, 2005, as disclosed in the
Company's Current
Report on Form 8-K, filed on July 8, 2005), there are no rights of
any person,
corporation or other entity to require registration of any shares
of common
stock or any other securities of the Company in connection with the
filing of
the Registration Statement and the issuance and sale of the
Securities to the
Underwriters pursuant to this Agreement and the applicable Pricing
Agreements;
all of the issued shares of capital stock or other ownership
interests of
MetLife have been duly and validly authorized and issued, are fully
paid and
nonassessable and are owned directly or indirectly by the Company
free and clear
of all liens, encumbrances, equities or claims;
(i) The Securities have been
duly authorized and, when the Securities are
issued and delivered pursuant to this Agreement, the applicable
Securities
Agreement or Securities Agreements and the applicable Pricing
Agreements, such
Securities will have been duly executed, authenticated, issued and
delivered
(and, in the case of Securities representing capital stock of the
Company, will
be fully paid and nonassessable) and will constitute valid and
legally binding
obligations of the Company, enforceable against the Company in
accordance with
their terms, and will be entitled to the benefits provided by the
applicable
Securities Agreements; such Securities Agreements have been duly
authorized,
executed and delivered by the Company and, in the case of
Securities issued
pursuant to an Indenture, such Indenture has been duly qualified
under the Trust
Indenture Act and, on the Closing Date for any Securities, each
Securities
Agreement will constitute a valid and legally binding agreement of
the Company,
enforceable against the Company in accordance with its terms,
subject, as to
enforcement, to bankruptcy, insolvency, fraudulent transfer,
moratorium and
other similar laws relating to or affecting creditors' rights
generally and to
general principles of equity; and the Securities will be
substantially in the
form contemplated by the applicable Securities Agreements, and the
Securities
and the applicable Securities Agreements conform in all material
respects to the
descriptions thereof contained in the General Disclosure
Package;
(j)
Each Significant Subsidiary that is required to be organized or
licensed as an insurance company in its jurisdiction of
incorporation (each, an
"INSURANCE SUBSIDIARY" and collectively, the "INSURANCE
SUBSIDIARIES") is
licensed as an insurance company in its respective jurisdiction of
incorporation
and is duly licensed or authorized as an insurer in each other
jurisdiction
where it is required to be so licensed or authorized to conduct its
business, in
each case with such exceptions as would not have, individually or
in the
aggregate, a Material
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Adverse Effect; except as otherwise described in the General
Disclosure Package,
each Insurance Subsidiary has all other approvals, orders,
consents,
authorizations, licenses, certificates, permits, registrations
and
qualifications (collectively, the "APPROVALS") of and from all
insurance
regulatory authorities to conduct its business, with such
exceptions as would
not have, individually or in the aggregate, a Material Adverse
Effect; there is
no pending or, to the knowledge of the Company, threatened action,
suit,
proceeding or investigation that could reasonably be expected to
lead to any
revocation, termination or suspension of any such Approval, the
revocation,
termination or suspension of which would have, individually or in
the aggregate,
a Material Adverse Effect; and, to the knowledge of the Company, no
insurance
regulatory agency or body has issued any order or decree impairing,
restricting
or prohibiting the payment of dividends by any Insurance Subsidiary
to its
parent which would have, individually or in the aggregate, a
Material Adverse
Effect;
(k)
The Company and each Significant Subsidiary has all necessary
Approvals
of and from, and has made all filings, registrations and
declarations
(collectively, the "FILINGS") with, all insurance regulatory
authorities, all
Federal, state, local and other governmental authorities, all
self-regulatory
organizations and all courts and other tribunals, which are
necessary to own,
lease, license and use its properties and assets and to conduct its
business in
the manner described in the General Disclosure Package, except
where the failure
to have such Approvals or to make such Filings would not have,
individually or
in the aggregate, a Material Adverse Effect; to the knowledge of
the Company,
the Company and each Significant Subsidiary is in compliance with
all applicable
laws, rules, regulations, orders, by-laws and similar requirements,
including in
connection with registrations or memberships in self-regulatory
organizations,
and all such Approvals and Filings are in full force and effect and
neither the
Company nor any Significant Subsidiary has received any notice of
any event,
inquiry, investigation or proceeding that would reasonably be
expected to result
in the suspension, revocation or limitation of any such Approval or
otherwise
impose any limitation on the conduct of the business of the Company
or any
Significant Subsidiary, except as described in the General
Disclosure Package or
except for any such non-compliance, suspension, revocation or
limitation which
would not have, individually or in the aggregate, a Material
Adverse Effect;
(l)
Each Insurance Subsidiary is in compliance with and conducts
its
businesses in conformity with all applicable insurance laws and
regulations of
its respective jurisdiction of incorporation and the insurance laws
and
regulations of other jurisdictions which are applicable to it, in
each case with
such exceptions as would not have, individually or in the
aggregate, a Material
Adverse Effect;
(m)
Each Significant Subsidiary which is engaged in the business of
acting
as a broker-dealer or an investment advisor (respectively, a
"BROKER-DEALER
SUBSIDIARY" and an "INVESTMENT ADVISOR SUBSIDIARY") is duly
licensed or
registered as a broker-dealer or investment advisor, as the case
may be, in each
jurisdiction where it is required to be so licensed or registered
to conduct its
business, in each case, with such exceptions as would not have,
individually or
in the aggregate, a Material Adverse Effect; each Broker-Dealer
Subsidiary and
each Investment Advisor Subsidiary has all other necessary
Approvals of and from
all applicable regulatory authorities, including any
self-regulatory
organization, to conduct its businesses, in each case with such
exceptions, as
would not have, individually or in the aggregate, a Material
Adverse Effect;
except as otherwise described in the General Disclosure Package,
none of the
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Broker-Dealer Subsidiaries or Investment Advisor Subsidiaries has
received any
notification from any applicable regulatory authority to the effect
that any
additional Approvals from such regulatory authority are needed to
be obtained by
such subsidiary in any case where it could be reasonably expected
that (x) any
of the Broker-Dealer Subsidiaries or Investment Advisor
Subsidiaries would in
fact be required either to obtain any such additional Approvals or
cease or
otherwise limit engaging in certain business and (y) the failure to
have such
Approvals or limiting such business would have a Material Adverse
Effect; and
each Broker-Dealer Subsidiary and each Investment Advisor
Subsidiary is in
compliance with the requirements of the broker-dealer and
investment advisor
laws and regulations of each jurisdiction which are applicable to
such
subsidiary, and has filed all notices, reports, documents or other
information
required to be filed thereunder, in each case with such exceptions
as would not
have, individually or in the aggregate, a Material Adverse
Effect;
(n)
The issue and sale of the Securities pursuant to any Pricing
Agreement,
and compliance by the Company with all of the provisions of the
Securities, the
applicable Securities Agreements, this Agreement and any Pricing
Agreement, and
the consummation of the transactions herein and therein
contemplated, will not
conflict with or result in a breach or violation of any of the
terms or
provisions of, or constitute a default under, any indenture,
mortgage, deed of
trust, loan agreement, or other agreement or instrument to which
the Company or
any Significant Subsidiary is a party or by which the Company or
any Significant
Subsidiary is bound or to which any of the property or assets of
the Company or
any Significant Subsidiary is subject, or which affects the
validity,
performance or consummation of the transactions contemplated by
this Agreement,
nor will such action result in any violation of any statute or any
order, rule
or regulation of any court or insurance regulatory authority or
other
governmental agency or body having jurisdiction over the Company or
any
Significant Subsidiary or any of their properties, in each case
other than such
breaches, conflicts, violations, or defaults which individually or
in the
aggregate, would not have a Material Adverse Effect and would not
adversely
affect the validity or performance of the Company's obligations
under the
Securities, the applicable Securities Agreements, this Agreement
and any Pricing
Agreement; nor will such action result in any violation of the
provisions of the
certificate of incorporation or by-laws of the Company or any
Significant
Subsidiary; and no Approval of or Filing with any such court or
insurance
regulatory authority or other governmental agency or body is
required for the
issue or sale of the Securities, except (i) the registration under
the Act of
the Securities, and (ii) such Approvals or Filings as may be
required under the
Trust Indenture Act or state securities or Blue Sky laws in
connection with the
purchase and distribution of the Securities by the
Underwriters;
(o)
Other than as set forth in the General Disclosure Package, there
are no
legal or governmental proceedings pending to which the Company or
any of its
subsidiaries is a party or to which any property of the Company or
any of its
subsidiaries is subject, challenging the transactions contemplated
by this
Agreement and the applicable Pricing Agreements or which, if
determined
adversely to the Company or its subsidiaries, could reasonably be
expected to
have, individually or in the aggregate, a Material Adverse Effect
or would
materially and adversely affect the ability of the Company to
perform its
obligations under the Securities Agreements or this Agreement; and,
to the
knowledge of the Company, no such proceedings are threatened or
contemplated by
governmental authorities or threatened by others other than as set
forth in the
General Disclosure Package;
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(p)
Neither the Company nor any Significant Subsidiary is in violation
of
any of its certificate of incorporation or by-laws or in default in
the
performance or observance of any obligation, agreement, covenant or
condition
contained in any indenture, mortgage, deed of trust, loan
agreement, lease or
other agreement or instrument to which it is a party or by which it
is bound or
to which any of its property or assets is subject, which violation
or default
would have, individually or in the aggregate, a Material Adverse
Effect;
(q)
The statements set forth in the Pricing Prospectus and the
Final
Prospectus under the captions "Description of the Junior
Subordinated
Debentures" and "Description of Replacement Capital Covenant"
insofar as they
purport to constitute a summary of the terms of the Securities, and
under the
caption "Underwriting," and under the captions
"Business--Regulation
Business--Competition" and "Legal Proceedings," which have been
incorporated
therein by reference to the Company's 2005 Annual Report on Form
10-K and the
Company's Quarterly Report on Form 10-Q for the nine months ended
September 30,
2006, in each case as updated by the General Disclosure Package and
the Final
Prospectus, insofar as they purport to describe the provisions of
the laws and
documents referred to therein, are accurate and complete in all
material
respects;
(r)
The financial statements of the Company and its consolidated
subsidiaries included or incorporated by reference in the
Registration
Statement, the General Disclosure Package, together with the
related schedules
and notes, comply in all material respects with the requirements of
the Act and
the Exchange Act, as applicable, and present fairly in all material
respects the
financial position, the results of operations and the changes in
cash flows of
such entities in conformity with GAAP at the respective dates or
for the
respective periods to which they apply; and such financial
statements and
related notes and schedules, if any, have been prepared in
accordance with GAAP
consistently applied throughout the periods involved (for the
avoidance of
doubt, any unaudited pro forma condensed consolidated financial
information,
together with the related schedules and notes, included or
incorporated by
reference in the Registration Statement, the General Disclosure
Package, the
Final Prospectus and any Preliminary Prospectus shall not be deemed
the
financial statements of the Company and its consolidated
subsidiaries); any pro
forma consolidated statement of income and any pro forma
consolidated balance
sheet and the related notes thereto set forth in the Registration
Statement, the
General Disclosure Package have been prepared in all material
respects in
accordance with the applicable requirements of Rule 11-02 of
Regulation S-X
promulgated under the Exchange Act, have been compiled on the pro
forma basis
described therein, and the assumptions used in the preparation
thereof were
reasonable at the time made and the adjustments used therein are
based upon good
faith estimates and assumptions believed by the Company to be
reasonable at the
time made;
(s)
Deloitte & Touche LLP, which has audited certain consolidated
financial
statements of the Company and its subsidiaries, is an independent
registered
public accounting firm as required by the Act and the rules and
regulations of
the Commission thereunder;
(t)
Neither the Company nor any Significant Subsidiary is, or after
giving
effect to the issue and sale of the Securities pursuant to any
Pricing Agreement
will be, an "investment company" as such term is defined in the
Investment
Company Act of 1940, as amended (the "INVESTMENT COMPANY ACT"), and
the rules
and regulations thereunder, although certain
9
<PAGE>
separate accounts of MetLife and of certain Insurance Subsidiaries
are required
to register as investment companies under the Investment Company
Act;
(u)
This Agreement and the applicable Pricing Agreements with respect
to
the applicable Securities have been duly authorized, executed and
delivered by
the Company;
(v)
There are no contracts or documents which are required to be
described
in the General Disclosure Package or the documents incorporated by
reference
therein or to be filed as exhibits thereto which have not been so
described and
filed as required;
(w)
None of the Company or its subsidiaries or, to the best of
their
knowledge, any of their directors, officers or affiliates, has
taken or will
take, directly or indirectly, any action designed to, or that might
reasonably
be expected to cause or result in stabilization or manipulation of
the price of
the Securities in violation of Regulation M under the Exchange
Act;
(x)
The Company maintains a system of internal control over
financial
reporting (as such term is defined in Rule 13a-15(f) under the
Exchange Act)
that complies with the requirements of the Exchange Act and has
been designed by
the Company's principal executive officer and principal financial
officer, or
under their supervision, to provide reasonable assurance regarding
the
reliability of financial reporting and the preparation of financial
statements
for external purposes in accordance with generally accepted
accounting
principles. As disclosed in the Company's 2005 Annual Report on
Form 10-K, the
Company's internal control over financial reporting is effective
and the Company
is not aware of any material weaknesses in its internal control
over financial
reporting;
(y)
The Company and its consolidated subsidiaries employ disclosure
controls and procedures (as such term is defined in Rule 13a-15(e)
under the
Exchange Act) that are designed to ensure that information required
to be
disclosed by the Company in the reports that it files or submits
under the
Exchange Act is recorded, processed, summarized and reported,
within the time
periods specified in the Commission's rules and forms, and is
accumulated and
communicated to the Company's management, including its principal
executive
officer or officers and principal financial officer or officers, as
appropriate,
to allow timely decisions regarding disclosure; and
(z)
The Registration Statement is not the subject of a pending
proceeding
or examination under Section 8(d) or 8(e) of the Act, and the
Company is not the
subject of a pending proceeding under Section 8A of the
