Common use of Pricing Agreement Clause in Contracts

Pricing Agreement. [ ] As representatives of the several Underwriters named in Schedule I hereto c/o [ ] Ladies and Gentlemen: MetLife Capital Trust , a statutory business trust formed under the laws of the State of Delaware (the "Trust"), and MetLife, Inc., a Delaware corporation (the "Company"), propose subject to the terms and conditions stated herein (this "Agreement") and in the Underwriting Agreement, dated ___________, 200 (the "Underwriting Agreement"), to issue and sell to the Underwriters named in Schedule I hereto (the "Underwriters") the Preferred Securities to be issued by the Trust and guaranteed by the Company, 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, 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 Trust agrees to issue and the Trust and the Company agree to sell to each of the Underwriters, and each of the Underwriters agrees, severally and not jointly, to purchase from the Trust and the Company, at the time and place and at the purchase price to the Underwriters set forth in Schedule II hereto, the aggregate number of the 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 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, the Trust 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 Trust and 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: --------------------------------- Name: Title: METLIFE CAPITAL TRUST By: MetLife, Inc., as sponsor By: --------------------------------- Name: Title: Accepted as of the date hereof on behalf of each of the Underwriters: By: ------------------------------- Name: Title: SCHEDULE I TO PRICING AGREEMENT

Pricing Agreement. [ ] As representatives Representatives of the several Underwriters named in on Schedule I hereto c/o [ ] hereto, Ladies and Gentlemen: MetLife Capital Trust SLM Funding LLC, a statutory business trust formed under the laws of the State of Delaware limited liability company (the "Trust"“Company”), and MetLife, Inc.SLM Education Credit Finance Corporation, a Delaware corporation (the "Company"“SLM ECFC”), propose propose, subject to the terms and conditions stated herein (this "Agreement") and in the Underwriting Agreement, dated ___, 200___(the “Underwriting Agreement”), between the Company, SLM ECFC and SLM Corporation, on the one hand, and _____and ___, 200 on the other hand, that the Company will cause the trust (the "Underwriting Agreement"“Trust”) formed pursuant to the Trust Agreement dated as of ___, 200___between the Company and ___, as trustee (the “Eligible Lender Trustee”), to issue and sell to the Underwriters named in Schedule I hereto (the "“Underwriters"”) the Preferred Securities to be issued by Student Loan-Backed Notes (the Trust and guaranteed by the Company, “Notes”) specified in Schedule II hereto (the "“Designated Securities"”). The Notes will be issued and secured pursuant to the Indenture, dated ___(the “Indenture”), between the Trust, the Eligible Lender Trustee and ___, as trustee (the “Indenture Trustee”). 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 Pricing Agreement, except that each representation and warranty which refers to the Final Prospectus in Section 1 2 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 Pricing Agreement in relation to the Final Prospectus as amended or supplemented relating to the Designated Securities which are the subject of this Pricing 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 Section 12 of the Underwriting Agreement and the address of the Representatives referred to in such Section 12 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 cause the Trust agrees to issue and the Trust and the Company agree to sell to each of the Underwriters, and each of the Underwriters agrees, severally and not jointly, to purchase from the Trust and the CompanyTrust, at the time and place and at the purchase price to the Underwriters set forth in Schedule II hereto, the aggregate number principal amount of the Designated Securities set forth opposite the name of such Underwriter in Schedule I hereto, less the principal amount of Designated Securities covered by Delayed Delivery Contracts, if any, as may be specified in Schedule II. During the period beginning from the date of this Pricing Agreement for the Designated Securities and continuing to and including the Closing Date, the Company agrees, and SLM ECFC agrees that it will cause the Company, not to, and not to permit any affiliated entity to, offer, sell, contract to sell or otherwise dispose of, any securities (other than the Designated Securities) collateralized by, or any securities evidencing an ownership in, Student Loans, without the prior written consent of the Representatives. Each Underwriter represents and agrees that (a) it has not offered or sold and will not offer or sell any Notes to persons in the United Kingdom prior to the expiration of the period of six months from the issue date of the Notes except to persons whose ordinary activities involve them in acquiring, holding, managing or disposing of investments (as principal or agent) for the purposes of their businesses or otherwise in circumstances which have not resulted and will not result in an offer to the public in the United Kingdom within the meaning of the Public Offers of Securities Regulations 1995, as amended; (b) it has only communicated or caused to be communicated and will only communicate or cause to be communicated any invitation or inducement to engage in investment activity, with the meaning of section 21 of the Financial Services and Markets A▇▇ ▇▇▇▇ (the “FSMA”), received by it in connection with the issue or sale of any notes in circumstances in which section 21(1) of the FSMA does not apply to the issuer; and (c) it has complied and will comply with all applicable provisions of the FSMA with respect to anything done by it in relation to the Notes in, from or otherwise involving the United Kingdom. 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, the Trust Underwriters and the Company, SLM ECFC and SLM Corporation. 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 Trust Company, SLM ECFC and the Company SLM Corporation 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: --------------------------------- Name: Title: METLIFE CAPITAL TRUST By: MetLifeName: Title: Accepted and agreed with respect to Sections 8, Inc.10, as sponsor 12 and 13 of the Underwriting Agreement: By: --------------------------------- Name: Title: Accepted as of the date hereof on behalf of each of the Underwritershereof: By: ------------------------------- Name: Title: SCHEDULE I TO PRICING AGREEMENTBy: Name: Title: Principal Amount of Designated Securities to be Purchased Underwriter Class ___ Class ___ Class ___ Designated Representatives: Address for Notices, etc.:

Pricing Agreement. [ [NAMES OF REPRESENTATIVE(S)] As representatives Representatives of the several Underwriters named in Schedule I hereto c/o [ hereto, [ADDRESS] Ladies and Gentlemen: MetLife Capital Trust ▇▇▇▇▇▇ ▇▇▇▇ Educators Corporation, a statutory business trust formed under the laws of the State of Delaware (the "Trust"), and MetLife, Inc., a an Delaware corporation (the "“Company"”), propose proposes, subject to the terms and conditions stated herein (this "Agreement") and in the Underwriting Agreement, Standard Provisions, dated ___________November [ ], 200 2008 (the "“Underwriting Agreement"”), to issue and sell to the Underwriters named in Schedule I hereto (the "“Underwriters"”) the Preferred Securities to be issued by the Trust and guaranteed by the Company, specified in Schedule II hereto (the "“Designated Securities"”), consisting of Firm Securities and any Optional Securities the Underwriters may elect to purchase. Each of the provisions of the Underwriting Agreement is incorporated herein by reference in its entirety, 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 . Each of the representations and warranties set forth therein shall be deemed to have been made at and as of the date of this Pricing Agreement, except that each representation and warranty which refers to the Final Prospectus or the General Disclosure Package in Section 1 2 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) or the General Disclosure Package, and also a representation and warranty as of the date of this Pricing Agreement in relation to the Final Prospectus or the General Disclosure Package, as amended or supplemented supplemented, relating to the Designated Securities which are the subject of this Pricing 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 Section 11 of the Underwriting Agreement and the address of the Representatives referred to in Section 12 of the Underwriting Agreement are set forth at the end of in Schedule II heretoII. 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, : (i) the Trust Company agrees to issue and the Trust and the Company agree to sell to each of the Underwriters, and each of the Underwriters agrees, severally and not jointly, to purchase from the Trust and the Company, at the time and place and at the purchase price to the Underwriters set forth in Schedule II heretoII, the aggregate number principal amount of Firm Securities set forth opposite the name of such Underwriter in Schedule I; and (ii) in the event and to the extent that the Underwriters shall exercise the election to purchase Optional Securities, as provided below, the Company agrees to issue and sell to each of the Designated Underwriters, and each of the Underwriters agrees, severally and not jointly, to purchase from the Company at the purchase price to the Underwriters set forth in Schedule II that portion of the principal amount of Optional Securities as to which such election shall have been exercised. The Company hereby grants to each of the Underwriters the right to purchase at their election up to the principal amount of Optional Securities set forth opposite the name of such Underwriter in Schedule I heretoon the terms referred to in the paragraph above for the sole purpose of covering over-allotments in the sale of the Firm Securities. Any such election to purchase Optional Securities may be exercised by written notice from the Representatives to the Company given within a period of 30 calendar days after the date of this Pricing Agreement, setting forth the principal amount of Optional Securities to be purchased and the date on which such Optional Securities are to be delivered, as determined by the Representatives, but in no event earlier than the First Time of Delivery or, unless the Representatives and the Company otherwise agree in writing, no earlier than two or later than ten business days after the date of such notice. If the foregoing is in accordance with your understanding, please sign and return to us nine 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, the Trust 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 Trust and 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: --------------------------------- Name: Title: METLIFE CAPITAL TRUST By: MetLife, Inc., as sponsor By: --------------------------------- Name: Title: Accepted as of the date hereof on behalf of each of the Underwritershereof: By: ------------------------------- Name: Title: SCHEDULE I TO PRICING AGREEMENTOn behalf of themselves and the other Underwriters [ ] Total [ ] a.m. (New York City time), [ ], 2008 Rank: Senior $ [ ]% of the principal amount of the Designated Securities [ ]% of the principal amount of the Designated Securities Book-entry only form represented by a global security deposited with The Depository Trust Company (“DTC”) or its designated custodian. Federal (same day) funds [ ] a.m. (New York City time), [ ], 2008 [Indenture] [ ],20[ ] % [ ] of every [ ] and [ ], commencing [ ], 2009 [ ] of every [ ] and [ ]. United States dollars United States dollars [ ] [ ] [ ] [ ] [ ]

Pricing Agreement. 19__ [ Underwriters ] As representatives Representatives of the several Underwriters named in Schedule I hereto c/o [ ] Ladies and GentlemenDear Sirs: MetLife Capital Trust , a statutory business trust formed under the laws of the State of Delaware (the "Trust"), and MetLife, Inc.Burlington Northern Santa Fe Corporation, a Delaware corporation (the "Company"), propose proposes, subject to the terms and conditions stated herein (this "Agreement") and in the Underwriting Agreement, dated ___________, 200 199_ (the "Underwriting Agreement"), between the Company on the one hand and [ ] as Co-Representatives, on the other hand, to issue and sell to the Underwriters named in Schedule I hereto (the "Underwriters") the Preferred Securities to be issued by the Trust and guaranteed by the Company, 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 Pricing Agreement, except that each representation and warranty which refers to the Final Prospectus in Section 1 2 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 Pricing Agreement in relation to the Final Prospectus as amended or supplemented relating to the Designated Securities which are the subject of this Pricing 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 Section 12 of the Underwriting Agreement and the address of the Representatives referred to in such Section 12 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 Trust Company agrees to issue and the Trust and the Company agree to sell to each of the Underwriters, and each of the Underwriters agrees, severally and not jointly, to purchase from the Trust and the Company, at the time and place and at the purchase price to the Underwriters set forth in Schedule II hereto, the aggregate number principal amount of the 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, the Trust 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 Trust and 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. BURLINGTON NORTHERN SANTA FE CORPORATION By: --------------------------------- Name: Title: METLIFE CAPITAL TRUST By: MetLife, Inc., as sponsor By: --------------------------------- __________________________ Name: Title: Accepted as of the date hereof on hereof: By: __________________________ Name: Title: On behalf of each of the Underwriters SCHEDULE I Principal Amount of Designated Securities to be Purchased ----------- [ ] $ [Names of Underwriters] $ ------------ Total...................................................... $ ============ SCHEDULE II Title of Designated Securities: [ %] [Floating Rate] [Zero Coupon] [Notes] [Debentures] due Aggregate principal amount: [$] Price to Public: ___% of the principal amount of the Designated Securities, plus accrued interest from ______________ to _____________ [and accrued amortization, if any, from ________________ to ____________] Purchase Price by Underwriters: By__% of the principal amount of the Designated Securities, plus accrued interest from __________ to _________ [and accrued amortization, if any, from ____________ to ____________] Specified funds for payment of purchase price: ------------------------------- Name[By wire transfer to a bank account specified by the Company in [next day] [immediately available funds] Indenture: TitleIndenture dated ____________, 19__, between the Company and _________________, as Trustee Maturity: SCHEDULE I TO PRICING AGREEMENTInterest Rate: [__%] [Zero Coupon] [See Floating Rate Provisions] Interest Payment Dates: [months and dates] Redemption Provisions: [No provisions for redemption] [The Designated Securities may be redeemed, otherwise than through the sinking fund, in whole or in part at the option of the Company, in the amount of [$] or an integral multiple thereof, [on or after ______________, at the following redemption prices (expressed in percentages of principal amount.) (f [redeemed on or before _____________, ___% and if] redeemed during the 12-month period beginning _______________, Redemption Year Price ---- ---------- and thereafter at 100% of their principal amount, together in each case with accrued interest to the redemption date.] [on any interest payment date falling in or after ______________, __________, at the election of the Company, at a redemption price equal to the principal amount thereof, plus accrued interest to the date of redemption.] [Other possible redemption provisions, such as mandatory redemption upon occurrence of certain events or redemption for changes in tax law] [Restriction on refunding]

Pricing Agreement. [ [NAMES OF REPRESENTATIVE(S)] As representatives Representatives of the several Underwriters named in Schedule I hereto hereto, [c/o [ Book-Running Representative(s)] [Address] City, State ZIP .............., 20.. Ladies and Gentlemen: MetLife Capital Trust , a statutory business trust formed under the laws of the State of Delaware (the "Trust"), and MetLife, Inc.Fluor Corporation, a Delaware corporation (the "Company"), propose proposes, subject to the terms and conditions stated herein (this "Agreement") and in the Underwriting Agreement, Standard Provisions, dated ____________, 200 20___ (the "Underwriting Agreement"), to issue and sell to the Underwriters named in Schedule I hereto (the "Underwriters") the Preferred Securities to be issued by the Trust and guaranteed by the Company, specified in Schedule II hereto (the "Designated Securities")" consisting of Firm Securities and any Optional Securities the Underwriters may elect to purchase. 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 . Each of the representations and warranties set forth therein shall be deemed to have been made at and as of the date of this Pricing Agreement, except that each representation and warranty which refers to the Final Prospectus in Section 1 2 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 Pricing Agreement in relation to the Final Prospectus as amended or supplemented relating to the Designated Securities which are the subject of this Pricing 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 Section 11 of the Underwriting Agreement and the address of the Representatives referred to in Section 12 of the Underwriting Agreement are set forth at the end of in Schedule II heretoII. 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, (a) the Trust Company agrees to issue and the Trust and the Company agree to sell to each of the Underwriters, and each of the Underwriters agrees, severally and not jointly, to purchase from the Trust and the Company, at the time and place and at the purchase price to the Underwriters set forth in Schedule II hereto, the aggregate number of the Designated Firm Securities set forth opposite the name of such Underwriter in Schedule I heretohereto and, (b) in the event and to the extent that the Underwriters shall exercise the election to purchase Optional Securities, as provided below, 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 purchase price to the Underwriters set forth in Schedule II hereto that portion of the number of Optional Securities as to which such election shall have been exercised. The Company hereby grants to each of the Underwriters the right to purchase at their election up to the number of Optional Securities set forth opposite the name of such Underwriter in Schedule I hereto on the terms referred to in the paragraph above for the sole purpose of covering over-allotments in the sale of the Firm Securities. Any such election to purchase Optional Securities may be exercised by written notice from the Representatives to the Company given within a period of 30 calendar days after the date of this Pricing Agreement, setting forth the aggregate number of Optional Securities to be purchased and the date on which such Optional Securities are to be delivered, as determined by the Representatives, but in no event earlier than the First Time of Delivery or, unless the Representatives and the Company otherwise agree in writing, no earlier than two or later than ten business days after the date of such notice. 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, the Trust 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 Trust and the Company for examination 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. FLUOR CORPORATION By: --------------------------------- Name: Title: METLIFE CAPITAL TRUST By: MetLife, Inc., as sponsor By: --------------------------------- :_________________________ Name: Title: Accepted as of the date hereof on behalf hereof: [Name of each Book-Running Representative(s)] [Name(s) of the Underwriters: Co-Representative(s)] [By: ------------------------------- Name: Title: ____________________ SCHEDULE I MAXIMUM NUMBER OF OPTIONAL NUMBER OF SHARES WHICH FIRM SHARES MAY BE UNDERWRITER TO PRICING AGREEMENTBE PURCHASED PURCHASED ----------- --------------- ---------

Pricing Agreement. [ ] 20__ J.P. Morgan Securities Inc. Banc of America Securities LLC UBS S▇▇▇▇▇▇▇▇▇ ▇LC As representatives Representatives of the several Underwriters named in Schedule I hereto c/o [ ] Ladies and Gentlemen: MetLife Capital Trust The Rouse Company, a statutory business trust formed under the laws of the State of Delaware (the "Trust"), and MetLife, Inc., a Delaware Maryland corporation (the "Company"), propose subject proposes, ▇▇▇▇ect to the terms and conditions stated herein (this "Agreement") and in the Underwriting Agreement, dated _________March __, 200 2004 (the "Underwriting Agreement"), to issue and sell to the Underwriters named in Schedule I hereto (the "Underwriters") the Preferred Securities to be issued by the Trust and guaranteed by the Company, 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 Pricing Agreement, except that each representation and warranty which refers to the Final Prospectus in Section 1 2 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 Pricing Agreement in relation to the Final Prospectus as amended or supplemented relating to the Designated Securities which are the subject of this Pricing 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 Section 12 of the Underwriting Agreement and the address of the Representatives referred to in such Section 12 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 Trust Company agrees to issue and the Trust and the Company agree to sell to each of the Underwriters, and each of the Underwriters agrees, severally and not jointly, to purchase from the Trust and the Company, at the time and place and at the purchase price to the Underwriters set forth in Schedule II hereto, the aggregate number principal amount of the 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 six counterparts hereof, hereof (one for the Company and one for each of the Representatives plus one for each counsel) 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, the Trust 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 Trust and 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, THE ROUSE COMPANY By: ------------------------ Name: Title: J.P. MORGAN SECURITIES INC. By: --------------------------------- ------------------------------- ▇▇▇▇: Title: BANC OF AMERICA SECURITIES LLC By: ------------------------------- Name: Title: METLIFE CAPITAL TRUST UBS SECURITIES LLC By: MetLife, Inc., as sponsor By: --------------------------------- ------------------------------- Name: Title: Accepted as of the date hereof on behalf of each of the Underwriters: By: ------------------------------- Name: Title: On behalf of themselves and each of the other Underwriters SCHEDULE I ---------- Principal Amount of Designated Securities Underwriter to be Purchased ----------- --------------- J.P. Morgan Securities Inc. $ Banc of Ameri▇▇ ▇▇▇▇▇▇▇▇es LLC $ UBS Securities LLC $ [Insert additional Underwriters] $ ----------- Total $ SCHEDULE II ----------- TITLE OF DESIGNATED SECURITIES: ______% Notes due 20__ AGGREGATE PRINCIPAL AMOUNT: $ ------------------- PRICE TO PRICING AGREEMENTPUBLIC: ____% of the principal amount of the Designated Securities, plus accrued interest, if any, from _____________, 20__ PURCHASE PRICE BY UNDERWRITERS: ___% of the principal amount of the Designated Securities, plus accrued interest, if any, from _____________, 20__ FORM OF DESIGNATED SECURITIES: Book-entry only form represented by one or more global securities deposited with The Depository Trust Company ("DTC") or its designated custodian, to be made available for checking by the Representatives at least twenty-four hours prior to the Time of Delivery at the office of DTC. SPECIFIED FUNDS FOR PAYMENT OF PURCHASE PRICE: Federal or other same day funds TIME OF DELIVERY:

Pricing Agreement. [ [Debt Securities] As representatives [Debt Warrants] [Preferred Stock] [Common Stock] [Date] To the [Underwriter[s] named in Schedule I] [Representative[s] named in Schedule II of the several Underwriters named in Schedule I hereto c/o [ I] Ladies and GentlemenDear Sirs: MetLife Capital Trust King Pharmaceuticals, a statutory business trust formed under the laws of the State of Delaware (the "Trust"), and MetLife, Inc., a Delaware corporation Inc. (the "Company"), propose ) proposes subject to the terms and conditions stated herein (this "Agreement") and in the Underwriting Agreement, dated [date](the "Underwriting Agreement"), between the Company on the one hand and [___________, 200 (] on the "Underwriting Agreement")other hand, to issue and sell to the Underwriters named in Schedule I hereto (the "Underwriters") the Preferred Securities to be issued by the Trust and guaranteed by the Company, 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 provision 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, 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 Pricing 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 Company has delivered to act on behalf of the Representatives and on behalf of you for each of the Underwriters copies of the Designated Securities pursuant to the Underwriting Agreement Registration Statement 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 including the case may be, documents incorporated therein by reference. The Prospectus (including the Supplement relating to the Designated Securities, ) in the form heretofore delivered to you is now proposed to be filed filed, or mailed for filing, with the Commission. Subject to the terms and conditions set forth herein and in the Underwriting Agreement incorporated herein by referenceAgreement, the Trust Company agrees to issue and the Trust and the Company agree to sell to each of the Underwriters, and each of the Underwriters agrees, severally and not jointly, to purchase from the Trust and the Company, at the time and place and at the purchase price to the Underwriters set forth in Schedule II hereto, the aggregate number principal amount or number, as applicable, of the Designated Securities set forth opposite the name of such Underwriter in Schedule I hereto. If [The Company authorizes the foregoing is Underwriters to solicit offers to purchase Designated Securities from the Company pursuant to Delayed Delivery Contracts substantially in accordance the form of Schedule III hereto but with your understandingsuch changes therein as the Company may approve. The Underwriters will endeavor to make such arrangements and, please sign and return as compensation therefor, the Company will pay to us counterparts hereofthe Representatives, and upon acceptance hereof by you, on behalf of each for the account of the Underwriters, this letter and such acceptance hereof, including at the provisions Time of Delivery a commission in the Underwriting Agreement incorporated herein by reference, shall constitute a binding agreement between each of the Underwriters, the Trust 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 amount set forth in a form Schedule II. Delayed Delivery Contracts are to be with purchasers of Agreement among Underwritersthe types approved by the Company and set forth in the Prospectus and subject to other conditions set forth in such Delayed Delivery Contracts. Except as the Company may otherwise agree, each Delayed Delivery Contract must be for the minimum principal amount or number of shares, as applicable, set forth in Schedule II hereto and the aggregate principal amount of all Delayed Delivery Contracts may not exceed the amount or number of shares, as applicable, set forth in such Schedule II. The Underwriters will not have any responsibility in respect of the validity or performance of any Delayed Delivery Contracts.] [If the Company executes and delivers Delayed Delivery Contracts, the form of which Securities subject to such contracts shall be submitted deducted from the Designated Securities to be purchased by the several Underwriters and the aggregate principal amount or number of shares, as applicable, of Designated Securities to be purchased by each Underwriter shall be reduced pro rata in proportion to the Trust principal amount or number of shares, as applicable, of Designated Securities set forth opposite each Underwriter's name in Schedule I hereto, except to the extent that the Representatives determine that such reduction shall be otherwise and so advise the Company for examination upon requestin writing; provided, but without warranty on however, that the part of the Representatives as to the authority of the signers thereof. Very truly yours, METLIFE, INC. By: --------------------------------- Name: Title: METLIFE CAPITAL TRUST By: MetLife, Inc., as sponsor By: --------------------------------- Name: Title: Accepted as of the date hereof on behalf of each of the Underwriters: By: ------------------------------- Name: Title: SCHEDULE I TO PRICING AGREEMENTtotal principal amount or number of

Pricing Agreement. [ ] 20 ---------- -- -- Deutsche Bank Securities Inc. Banc of America Securities LLC As representatives Representatives of the several Underwriters named in Schedule I hereto c/o [ ] Ladies and Gentlemen: MetLife Capital Trust The Rouse Company, a statutory business trust formed under the laws of the State of Delaware (the "Trust"), and MetLife, Inc., a Delaware Maryland corporation (the "Company"), propose subject proposes, ▇▇▇▇ect to the terms and conditions stated herein (this "Agreement") and in the Underwriting Agreement, dated ___________November 21, 200 2003 (the "Underwriting Agreement"), to issue and sell to the Underwriters named in Schedule I hereto (the "Underwriters") the Preferred Securities to be issued by the Trust and guaranteed by the Company, 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 Pricing Agreement, except that each representation and warranty which refers to the Final Prospectus in Section 1 2 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 Pricing Agreement in relation to the Final Prospectus as amended or supplemented relating to the Designated Securities which are the subject of this Pricing 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 Section 12 of the Underwriting Agreement and the address of the Representatives referred to in such Section 12 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 Trust Company agrees to issue and the Trust and the Company agree to sell to each of the Underwriters, and each of the Underwriters agrees, severally and not jointly, to purchase from the Trust and the Company, at the time and place and at the purchase price to the Underwriters set forth in Schedule II hereto, the aggregate number principal amount of the 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, hereof (one for the Company and one for each of the Representatives plus one for each counsel) 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, the Trust 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 Trust and 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. THE ROUSE COMPANY By: --------------------------------- Name: Title: METLIFE CAPITAL TRUST By: MetLife, Inc., as sponsor By: --------------------------------- ----------------------------- Name: Title: Accepted as of the date hereof on behalf of each of the Underwriters: DEUTSCHE BANK SECURITIES INC. By: ------------------------------- ----------------------------- Name: Title: By: ----------------------------- Name: Title: BANC OF AMERICA SECURITIES LLC By: ----------------------------- Name: Title: On behalf of themselves and each of the other Underwriters SCHEDULE I ---------- Principal Amount of Designated Underwriter Securities to be Purchased ----------- -------------------------- Deutsche Bank Securities Inc. $ Banc of America Securities LLC $ [Insert additional Underwriters] Total $ SCHEDULE II ----------- TITLE OF DESIGNATED SECURITIES: ___% Notes due 20__ AGGREGATE PRINCIPAL AMOUNT: $___________________ PRICE TO PRICING AGREEMENTPUBLIC: ____% of the principal amount of the Designated Securities, plus accrued interest, if any, from _____________, 20__ PURCHASE PRICE BY UNDERWRITERS: ___% of the principal amount of the Designated Securities, plus accrued interest, if any, from _____________, 20__ FORM OF DESIGNATED SECURITIES: Book-entry only form represented by one or more global securities deposited with The Depository Trust Company ("DTC") or its designated custodian, to be made available for checking by the Representatives at least twenty-four hours prior to the Time of Delivery at the office of DTC. SPECIFIED FUNDS FOR PAYMENT OF PURCHASE PRICE: Federal or other same day funds TIME OF DELIVERY:

Pricing Agreement. [ ] As representatives Representatives of the several Underwriters named in on Schedule I hereto c/o [ ] hereto, Ladies and Gentlemen: MetLife Capital Trust SLM Funding LLC, a statutory business trust formed under the laws of the State of Delaware limited liability company (the "Trust"“Company”), and MetLife, Inc.SLM Education Credit Finance Corporation, a Delaware corporation (the "Company"“SLM ECFC”), propose propose, subject to the terms and conditions stated herein (this "Agreement") and in the Underwriting Agreement, dated ___________, 200 200___(the “Underwriting Agreement”), between the Company, SLM ECFC and SLM Corporation, on the one hand, and and , on the other hand, that the Company will cause the trust (the "Underwriting Agreement"“Trust”) formed pursuant to the Trust Agreement dated as of , 200___between the Company and , as trustee (the “Eligible Lender Trustee”), to issue and sell to the Underwriters named in Schedule I hereto (the "“Underwriters"”) the Preferred Securities to be issued by Student Loan-Backed Notes (the Trust and guaranteed by the Company, “Notes”) specified in Schedule II hereto (the "“Designated Securities"”). The Notes will be issued and secured pursuant to the Indenture, dated (the “Indenture”), between the Trust, the Eligible Lender Trustee and , as trustee (the “Indenture Trustee”). 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 Pricing Agreement, except that each representation and warranty which refers to the Final Prospectus in Section 1 2 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 Pricing Agreement in relation to the Final Prospectus as amended or supplemented relating to the Designated Securities which are the subject of this Pricing 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 Section 12 of the Underwriting Agreement and the address of the Representatives referred to in such Section 12 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 cause the Trust agrees to issue and the Trust and the Company agree to sell to each of the Underwriters, and each of the Underwriters agrees, severally and not jointly, to purchase from the Trust and the CompanyTrust, at the time and place and at the purchase price to the Underwriters set forth in Schedule II hereto, the aggregate number principal amount of the Designated Securities set forth opposite the name of such Underwriter in Schedule I hereto, less the principal amount of Designated Securities covered by Delayed Delivery Contracts, if any, as may be specified in Schedule II. During the period beginning from the date of this Pricing Agreement for the Designated Securities and continuing to and including the Closing Date, the Company agrees, and SLM ECFC agrees that it will cause the Company, not to, and not to permit any affiliated entity to, offer, sell, contract to sell or otherwise dispose of, any securities (other than the Designated Securities) collateralized by, or any securities evidencing an ownership in, Student Loans, without the prior written consent of the Representatives. Each Underwriter represents and agrees that (a) it has not offered or sold and will not offer or sell any Notes to persons in the United Kingdom prior to the expiration of the period of six months from the issue date of the Notes except to persons whose ordinary activities involve them in acquiring, holding, managing or disposing of investments (as principal or agent) for the purposes of their businesses or otherwise in circumstances which have not resulted and will not result in an offer to the public in the United Kingdom within the meaning of the Public Offers of Securities Regulations 1995, as amended; (b) it has only communicated or caused to be communicated and will only communicate or cause to be communicated any invitation or inducement to engage in investment activity, with the meaning of section 21 of the Financial Services and Markets A▇▇ ▇▇▇▇ (the “FSMA”), received by it in connection with the issue or sale of any notes in circumstances in which section 21(1) of the FSMA does not apply to the issuer; and (c) it has complied and will comply with all applicable provisions of the FSMA with respect to anything done by it in relation to the Notes in, from or otherwise involving the United Kingdom. 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, the Trust Underwriters and the Company, SLM ECFC and SLM Corporation. 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 Trust Company, SLM ECFC and the Company SLM Corporation 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: --------------------------------- Name: Title: METLIFE CAPITAL TRUST By: MetLifeName: Title: Accepted and agreed with respect to Sections 8, Inc.10, as sponsor 12 and 13 of the Underwriting Agreement: By: --------------------------------- Name: Title: Accepted as of the date hereof on behalf of each of the Underwritershereof: By: ------------------------------- Name: Title: SCHEDULE I TO PRICING AGREEMENTBy: Name: Title: Designated Representatives: Address for Notices, etc.:

Pricing Agreement. [ ] As representatives of the several Underwriters named in Schedule I hereto ▇.▇. ▇▇▇▇▇▇ Securities Inc. March 12, 1997 Bear, ▇▇▇▇▇▇▇ & Co. Inc. Chase Securities Inc. c/o [ ] ▇.▇. ▇▇▇▇▇▇ Securities Inc. ▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ Ladies and Gentlemen: MetLife Capital Trust , a statutory business trust formed under the laws of the State of Delaware (the "Trust"), and MetLife, Honeywell Inc., a Delaware corporation (the "Company"), propose proposes, subject to the terms and conditions stated herein (this "Agreement") and in the Underwriting Agreement, dated ___________March 12, 200 1997 (the "Underwriting Agreement"), between the Company on the one hand and ▇.▇. ▇▇▇▇▇▇ Securities Inc., Bear, ▇▇▇▇▇▇▇ & Co. Inc., and Chase Securities Inc. on the other hand, to issue and sell to the Underwriters named in Schedule I hereto (the "Underwriters") the Preferred Securities to be issued by the Trust and guaranteed by the Company, 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 Pricing Agreement, except that each representation and warranty which refers to the Final Prospectus in Section 1 2 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 Pricing Agreement in relation to the Final Prospectus as amended or supplemented relating to the Designated Securities which are the subject of this Pricing 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 Section 12 of the Underwriting Agreement and the address of the Representatives referred to in such Section 12 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 Trust Company agrees to issue and the Trust and the Company agree to sell to each of the Underwriters, and each of the Underwriters agrees, severally and not jointly, to purchase from the Trust and the Company, at the time and place and at the purchase price to the Underwriters set forth in Schedule II hereto, the aggregate number principal amount of the 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 eight 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, the Trust 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 Trust and 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, HONEYWELL INC. By: --------------------------------- Name: Title: METLIFE CAPITAL TRUST By: MetLife, Inc., as sponsor By: --------------------------------- --------------------------- Name: Title: Accepted as of the date hereof on behalf of each of the Underwritershereof: ▇.▇. ▇▇▇▇▇▇ Securities Inc. Bear, ▇▇▇▇▇▇▇ & Co. Inc. Chase Securities Inc. By: ------------------------------- Name▇. ▇. ▇▇▇▇▇▇ Securities Inc. By: Title: ----------------------------- SCHEDULE I TO PRICING AGREEMENTPrincipal Amount of Designated Securities to be Underwriter Purchased ----------- ---------------- ▇.▇. ▇▇▇▇▇▇ Securities Inc............. $140,000,000 Bear, ▇▇▇▇▇▇▇ & Co. Inc. .............. 140,000,000 Chase Securities Inc................... 70,000,000 Total.................................. $350,000,000 SCHEDULE II TITLE OF DESIGNATED SECURITIES:

Pricing Agreement. [ [Name and Address of Representatives of Underwriters] As representatives of the several Underwriters named in Schedule I hereto c/o [ ] September __, 1998 Ladies and Gentlemen: MetLife Capital Trust , a statutory business trust formed under the laws of the State of Delaware (the "Trust"), and MetLife, MBIA Inc., a Delaware Connecticut corporation (the "Company"), propose proposes, subject to the terms and conditions stated herein (this "Agreement") and in the Underwriting AgreementAgreement -- Standard Terms, dated September ___________, 200 _ 1998 (the "Underwriting Agreement"), to issue and sell to the Underwriters named in Schedule I hereto (the "Underwriters") the Preferred Securities to be issued by the Trust and guaranteed by the Company, specified in Schedule II hereto (the "Designated Securities"). Each of the provisions of the Underwriting Agreement Agreement, insofar as such provision relates to the Designated Securities, or the issuance and sale, and not insofar as such provision relates to other Securities, or their issuance or sale, 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 Pricing Agreement, except that each representation and warranty which refers to the Final Prospectus in Section 1 2 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 Pricing Agreement in relation to the Final Prospectus as amended or supplemented relating to the Designated Securities which are the subject of this Pricing 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 Section 12 of the Underwriting Agreement and the address of the Representatives referred to in such Section 12 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 Trust Company agrees to issue and the Trust and the Company agree to sell to each of the Underwriters, and each of the Underwriters agrees, severally and not jointly, to purchase from the Trust and the Company, at the time and place and at the purchase price to the Underwriters set forth in Schedule II hereto, the aggregate number principal amount of the 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 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, the Trust 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 Trust and 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, MBIA INC. By: --------------------------------- Name: Title: METLIFE CAPITAL TRUST By: MetLife, Inc., as sponsor By: --------------------------------- Name: Title: Accepted as of the date hereof on behalf of each of the Underwriters: By: ------------------------------- Name: Title: SCHEDULE I TO PRICING AGREEMENT.

Pricing Agreement. [ ] Wachovia Capital Markets, LLC One Wachovia Center 301 South College Street Charlotte, NC 28288 Credit Suisse First Bos▇▇▇ ▇▇▇ ▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇ As representatives Representatives of the several Underwriters named in Schedule s▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇ ▇chedule I hereto c/o [ ] November 8, 2004 Ladies and Gentlemen: MetLife XL Capital Trust Ltd, a statutory business trust formed under the laws of the State of Delaware (the "Trust"), and MetLife, Inc., a Delaware corporation Cayman Islands exempted limited company (the "Company"), propose proposes, subject to the terms and conditions stated herein (this "Agreement") and in the Underwriting Agreement, dated ___________November 8, 200 2004 (the "Underwriting Agreement"), between the Company on the one hand and Wachovia Capital Markets, LLC and Credit Suisse First Boston LLC, on the other hand, to issue and sell to the Underwriters named in Schedule I hereto (the "Underwriters") the Preferred Debt Securities to be issued by the Trust and guaranteed by the Company, specified in Schedule II hereto II-A (such Debt Securities, the "2014 Debt Securities") and Schedule II-B (such Debt Securities, the "2024 Debt Securities" and, together with the 2014 Debt Securities, the "Designated Debt Securities")) hereto. 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 Pricing Agreement, except that each representation and warranty which refers to the Final Prospectus in Section 1 2 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 Pricing Agreement in relation to the Final Prospectus as amended or supplemented relating to the Designated Debt Securities which are the subject of this Pricing 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 Debt Securities pursuant to Section 12 of the Underwriting Agreement and the address of the Representatives referred to in such Section 12 are set forth at the end of in Schedule II II-A and Schedule II-B hereto. An amendment to the Registration Statement, or a supplement to the Base Prospectus, as the case may be, relating to the Designated Debt 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 Trust Company agrees to issue and the Trust and the Company agree to sell to each of the Underwriters, and each of the Underwriters agrees, severally and not jointly, to purchase from the Trust and the Company, at the time and place and at the purchase price to the Underwriters set forth in Schedule II II-A and Schedule II-B hereto, the aggregate number principal amount of the Designated Debt 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 one for the Company and one for each of the Representatives plus one for each counsel 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, the Trust 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 Trust and the Company for examination 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. XL Capital Ltd By: --------------------------------- Name: Title: METLIFE CAPITAL TRUST By: MetLife, Inc., as sponsor By: --------------------------------- -------------------------------- Name: Title: Accepted as of the date hereof on behalf of each of the Underwritershereof: Wachovia Capital Markets, LLC Credit Suisse First Boston LLC By: ------------------------------- Wachovia Capital Markets, LLC By: -------------------------------- Name: Title: By: Credit Suisse First Boston LLC By: -------------------------------- Name: Title: For themselves and the other several Underwriters named in Schedule I to the foregoing Agreement. SCHEDULE I PRINCIPAL AMOUNT PRINCIPAL AMOUNT OF 2014 DEBT OF 2024 DEBT SECURITIES SECURITIES UNDERWRITER TO PRICING AGREEMENTBE PURCHASED TO BE PURCHASED ----------- --------------- --------------- Wachovia Capital Markets, LLC................. $66,000,000 $77,000,000 Credit Suisse First Boston LLC................ 66,000,000 77,000,000 HSBC Securities (USA) Inc. ................... 54,000,000 63,000,000 KeyBanc Capital Markets, a Division of McDonald Investments Inc. ... 54,000,000 63,000,000 ABN AMRO Incorporated......................... 7,500,000 8,750,000 Banc of America Securities LLC................ 7,500,000 8,750,000 BNP Paribas Securities Corp. ................. 7,500,000 8,750,000 Calyon Securities (USA) Inc. ................. 7,500,000 8,750,000 Greenwich Capital Markets, Inc. .............. 7,500,000 8,750,000 ING Financial Markets LLC..................... 7,500,000 8,750,000 Lazard Freres & Co. LLC....................... 7,500,000 8,750,000 Scotia Capital (USA) Inc. .................... 7,500,000 8,750,000 Total................................. $300,000,000 $350,000,000 ============ ============ SCHEDULE II-A TITLE OF DEBT SECURITIES:

Pricing Agreement. [ ] ▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇, ▇▇▇▇▇▇ & ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & Co. LLC As representatives Representatives of the several Underwriters named in Schedule I hereto c/o [ ] c/▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇, ▇▇▇▇▇▇ & ▇▇▇▇▇ One Bryant Park New York, New York 10036 ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & Co. LLC ▇▇▇▇ ▇▇▇▇▇▇▇▇ New York, New York 10036 Ladies and Gentlemen: MetLife Capital Trust , a statutory business trust formed under the laws of the State of Delaware (the "Trust"), and MetLife, Pitney ▇▇▇▇▇ Inc., a Delaware corporation (the "“Company"”), propose proposes, subject to the terms and conditions stated herein (this "Agreement") and in the Underwriting Agreement, Standard Provisions, dated ___________November 19, 200 2012 (the "“Underwriting Agreement"”), to issue and sell to the Underwriters named in Schedule I hereto (the "“Underwriters"”) the Preferred Securities to be issued by the Trust and guaranteed by the Company, specified in Schedule II hereto (the "“Designated Securities"”), consisting of Firm Securities and any Optional Securities the Underwriters may elect to purchase. Each of the provisions of the Underwriting Agreement is incorporated herein by reference in its entirety, 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 . Each of the representations and warranties set forth therein shall be deemed to have been made at and as of the date of this Pricing Agreement, except that each representation and warranty which refers to the Final Prospectus or the General Disclosure Package in Section 1 2 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) or the General Disclosure Package, and also a representation and warranty as of the date of this Pricing Agreement in relation to the Final Prospectus or the General Disclosure Package, as amended or supplemented prior to the execution of this Pricing Agreement, relating to the Designated Securities which are the subject of this Pricing 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 Section 11 of the Underwriting Agreement and the address of the Representatives referred to in Section 12 of the Underwriting Agreement are set forth at the end of in Schedule II heretoII. 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, : (i) the Trust Company agrees to issue and the Trust and the Company agree to sell to each of the Underwriters, and each of the Underwriters agrees, severally and not jointly, to purchase from the Trust and the Company, at the time and place and at the purchase price to the Underwriters set forth in Schedule II heretoII, the aggregate number principal amount of Firm Securities set forth opposite the name of such Underwriter in Schedule I; and (ii) in the event and to the extent that the Underwriters shall exercise the election to purchase Optional Securities, as provided below, the Company agrees to issue and sell to each of the Designated Underwriters, and each of the Underwriters agrees, severally and not jointly, to purchase from the Company at the purchase price to the Underwriters set forth in Schedule II that portion of the principal amount of Optional Securities as to which such election shall have been exercised. The Company hereby grants to each of the Underwriters the right to purchase at their election up to the principal amount of Optional Securities set forth opposite the name of such Underwriter in Schedule I heretoon the terms referred to in the paragraph above. Any such election to purchase Optional Securities may be exercised by written notice from the Representatives to the Company given within a period of 30 calendar days after the date of this Pricing Agreement, setting forth the principal amount of Optional Securities to be purchased and the date on which such Optional Securities are to be delivered, as determined by the Representatives, but in no event earlier than the First Time of Delivery or, unless the Representatives and the Company otherwise agree in writing, no earlier than two or later than ten business days after the date of such notice. If the foregoing is in accordance with your understanding, please sign and return to us counterparts a counterpart 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, the Trust 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 Trust and 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: --------------------------------- Name: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Name ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Title: METLIFE CAPITAL TRUST Executive Vice President and Chief Financial Officer By: MetLife, Inc., as sponsor By: --------------------------------- Name: /s/ ▇▇▇▇▇ ▇▇▇▇ Name ▇▇▇▇▇ ▇▇▇▇ Title: Vice President and Treasurer Accepted as of the date hereof on behalf of each of the Underwritershereof: By: ------------------------------- /s/ ▇▇▇▇ ▇▇▇▇▇▇ Name: ▇▇▇▇ ▇▇▇▇▇▇ Title: SCHEDULE I TO PRICING AGREEMENTManaging Director By: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇ Name: ▇▇▇▇▇ ▇▇▇▇▇▇▇ Title: Managing Director ▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇, ▇▇▇▇▇▇ & ▇▇▇▇▇ Incorporated $ 43,500,000 ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & Co. LLC $ 43,500,000 RBC Capital Markets, LLC $ 5,000,000 RBS Securities Inc. $ 5,000,000 BNY Mellon Capital Markets, LLC $ 1,000,000 HSBC Securities (USA) Inc. $ 1,000,000 ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ LLC $ 1,000,000 Total $ 100,000,000 5.25% Notes due November 2022

Pricing Agreement. [ [Debt Securities] As representatives [Debt Warrants] [Preferred Stock] [Common Stock] [Date] To the [Underwriter[s] named in Schedule I] [Representative[s] named in Schedule II of the several Underwriters named in Schedule I hereto c/o [ I] Ladies and GentlemenDear Sirs: MetLife Capital Trust King Pharmaceuticals, a statutory business trust formed under the laws of the State of Delaware (the "Trust"), and MetLife, Inc., a Delaware corporation Inc. (the "Company"), propose ) proposes subject to the terms and conditions stated herein (this "Agreement") and in the Underwriting Agreement, dated [date](the "Underwriting Agreement"), between the Company on the one hand and [___________, 200 (] on the "Underwriting Agreement")other hand, to issue and sell to the Underwriters named in Schedule I hereto (the "Underwriters") the Preferred Securities to be issued by the Trust and guaranteed by the Company, 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 provision 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, 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 Pricing 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 Company has delivered to act on behalf of the Representatives and on behalf of you for each of the Underwriters copies of the Designated Securities pursuant to the Underwriting Agreement Registration Statement 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 including the case may be, documents incorporated therein by reference. The Prospectus (including the Supplement relating to the Designated Securities, ) in the form heretofore delivered to you is now proposed to be filed filed, or mailed for filing, with the Commission. Subject to the terms and conditions set forth herein and in the Underwriting Agreement incorporated herein by referenceAgreement, the Trust Company agrees to issue and the Trust and the Company agree to sell to each of the Underwriters, and each of the Underwriters agrees, severally and not jointly, to purchase from the Trust and the Company, at the time and place and at the purchase price to the Underwriters set forth in Schedule II hereto, the aggregate number principal amount or number, as applicable, of the Designated Securities set forth opposite the name of such Underwriter in Schedule I hereto. [The Company authorizes the Underwriters to solicit offers to purchase Designated Securities from the Company pursuant to Delayed Delivery Contracts substantially in the form of Schedule III hereto but with such changes therein as the Company may approve. The Underwriters will endeavor to make such arrangements and, as compensation therefor, the Company will pay to the Representatives, for the account of the Underwriters, at the Time of Delivery a commission in the amount set forth in Schedule II. Delayed Delivery Contracts are to be with purchasers of the types approved by the Company and set forth in the Prospectus and subject to other conditions set forth in such Delayed Delivery Contracts. Except as the Company may otherwise agree, each Delayed Delivery Contract must be for the minimum principal amount or number of shares, as applicable, set forth in Schedule II hereto and the aggregate principal amount of all Delayed Delivery Contracts may not exceed the amount or number of shares, as applicable, set forth in such Schedule II. The Underwriters will not have any responsibility in respect of the validity or performance of any Delayed Delivery Contracts.] [If the Company executes and delivers Delayed Delivery Contracts, the Securities subject to such contracts shall be deducted from the Designated Securities to be purchased by the several Underwriters and the aggregate principal amount or number of shares, as applicable, of Designated Securities to be purchased by each Underwriter shall be reduced pro rata in proportion to the principal amount or number of shares, as applicable, of Designated Securities set forth opposite each Underwriter's name in Schedule I hereto, except to the extent that the Representatives determine that such reduction shall be otherwise and so advise the Company in writing; provided, however, that the total principal amount or number of shares, as applicable, of Designated Securities to be purchased by all Underwriters shall be the total principal amount or number of shares, as applicable, of Designated Securities set forth in Schedule I hereto less the principal amount or number of shares, as applicable, of Designated Securities covered by Delayed Delivery Contracts. As used in this paragraph and in the immediately preceding paragraph, the "aggregate principal amount" of Designated Securities shall mean the aggregate principal amount of the Designated Securities that are debt securities plus the public offering price, if any, of any debt warrants included in the Designated Securities.] If the foregoing is in accordance with your understanding, please sign and return to us two 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, the Trust 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 granted to the Trust and the Company for examination upon request, but without warranty on the part of the Representatives as to the authority of the signers thereofyou by such Underwriter. Very truly yours, METLIFEKing Pharmaceuticals, INC. Inc. --------------------- By: --------------------------------- Name: Title: METLIFE CAPITAL TRUST By: MetLife, Inc., as sponsor By: --------------------------------- Name: Title: Accepted as of the date hereof hereof: [Insert signature block[s] for the Representative[s], acting on behalf of each of the Underwriters: By: ------------------------------- Name: Title: , or for each Underwriter if no syndicate.] SCHEDULE I TO PRICING AGREEMENTUnderwriters [Principal Amount] Number of Designated [Number] of Designated Securities that are Debt Securities to be Warrants to be Purchased] Purchased [Names of Underwriters] Total SCHEDULE II [Debt Securities] [Preferred Stock] [Common Stock] [If Designated Securities are debt securities or debt securities which include debt warrants, insert:

Pricing Agreement. [ ] As representatives of To the several Underwriters named in Schedule I hereto to the Underwriting Agreement c/o [ ] Ladies and Gentlemen____________________ ________________________ ________________________ __________ _____, _____ Dear Sirs: MetLife Lincoln National Capital Trust ___, a statutory business trust formed under the laws of the State of Delaware (the "Designated Trust")) and Lincoln National Corporation, and MetLife, Inc., a Delaware an Indiana corporation (the "CompanyGuarantor"), propose propose, subject to the terms and conditions stated herein (this "Agreement") and in the Underwriting Agreement, dated ____________, 200 1998 (the "Underwriting Agreement"), between the Guarantor on the one hand and the Underwriters named in Schedule I to the Underwriting Agreement, on the other hand, to issue and sell to the Underwriters named in Schedule I hereto (the "Underwriters") the Preferred Securities to be issued by the Trust and guaranteed by the Company, specified in Schedule II hereto (the "Designated Securities"" consisting of Firm Designated Securities and any Optional Designated Securities the Underwriters may elect to purchase). 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 Pricing Agreement, except that each representation and warranty which refers to the Final Prospectus in Section 1 2 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 Pricing Agreement in relation to the Final Prospectus as amended or supplemented relating to the Designated Securities which are the subject of this Pricing 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 Section 12 of the Underwriting Agreement and the address of the Representatives referred to in such Section 12 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, (a) the Designated Trust agrees to issue and the Trust and the Company agree to sell to each of the Underwriters, and each of the Underwriters agrees, severally and not jointly, to purchase from the Trust and the CompanyDesignated Trust, at the time and place and at the purchase price to the Underwriters set forth in Schedule II hereto, the aggregate number of the Firm Designated Securities set forth opposite the name of such Underwriter in Schedule I hereto, and (b) in the event and to the extent that the Underwriters shall exercise the election to purchase Optional Designated Securities, as provided below, the Designated Trust agrees to issue and sell to each of the Underwriters, and each of the Underwriters agrees, severally and not jointly, to purchase from the Designated Trust at the purchase price to the Underwriters set out in Schedule II hereto that portion of the number of Optional Designated Securities as to which such election shall have been exercised. The Designated Trust hereby grants to each of the Underwriters the right to purchase at their election up to the number of Optional Designated Securities set forth opposite the name of such Underwriter in Schedule I hereto on the terms referred to in the paragraph above for the sole purpose of covering over-allotments in the sale of the Firm Designated Securities. Any such election to purchase Optional Designated Securities may be exercised by written notice from the Representatives to the Designated Trust and the Guarantor given within a period of 10 calendar days after the date of this Pricing Agreement, setting forth the aggregate number of Optional Designated Securities to be purchased and the date on which such Optional Designated Securities are to be delivered, as determined by the Representatives, but in no event earlier than the First Time of Delivery or, unless the Representatives, the Guarantor and the Designated Trust otherwise agree in writing, no earlier than two or later than ten business days after the date of such notice. If the foregoing is in accordance with your understanding, please sign and return to us eight 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, the Designated Trust and the CompanyGuarantor. 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 Trust and the Company Guarantor 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. LINCOLN NATIONAL CORPORATION By: --------------------------------- :_______________________________________ Name: Title: METLIFE LINCOLN NATIONAL CAPITAL TRUST _____ By: MetLife, Inc.Lincoln National Corporation, as sponsor Depositor By: --------------------------------- :_______________________________________ Name: Title: Accepted as of the date hereof on hereof: [Name(s) of Representative(s)] As Representatives of the Underwriters Named in Schedule I hereto ___________________________________ On behalf of each of the Underwriters: By: ------------------------------- Name: Title: Underwriters named on Schedule I hereto SCHEDULE I TO PRICING AGREEMENTNumber of Firm Number of Designated Maximum Optional Securities to be Designated Securities Underwriters Purchased to be Purchased ------------ ---------------- --------------------- [Names of Representatives] . . . [Names of Underwriters] . . . . ---------------- ---------------------

Pricing Agreement. [ [Manager] [Co-Manager, if any] As representatives Representatives of the several Underwriters named in Schedule I hereto c/o [ hereto, [Street Address] Ladies and Gentlemen: MetLife Capital Trust New York, a statutory business trust formed under the laws of the State of Delaware (the "Trust"), and MetLife, Inc., a Delaware corporation (the "Company"), propose subject to the terms and conditions stated herein (this "Agreement") and in the Underwriting Agreement, dated New York _______________, 200 199___ Dear Sirs: ▇▇▇▇▇▇ Financial, Inc. (the "Underwriting AgreementCompany")) proposes, subject to the terms and conditions stated herein, to issue and sell to the Underwriters named in Schedule I hereto (the "Underwriters") the Preferred Securities to be issued by the Trust and guaranteed by the Company, specified in Schedule II hereto (the "Designated Securities"). Each of the provisions of the Underwriting Agreement Basic Provisions dated September 8, 1995 (the "Basic Provisions"), copies of which have previously been supplied to you, 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, 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 Pricing Agreement. Each reference to the Representatives herein and in the provisions of the Underwriting Agreement Basic Provisions so incorporated by reference shall be deemed to refer to you. Unless Capitalized terms used herein, unless otherwise defined herein, terms defined have the meanings provided in the Underwriting Agreement are used herein as therein definedBasic Provisions. The Representatives designated Company has delivered to act on behalf of the Representatives and on behalf of you for each of the Underwriters copies of the Designated Securities pursuant to the Underwriting Agreement Registration Statement 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 including the case may be, documents incorporated therein by reference. The Prospectus Supplement relating to the Designated Securities, in the form heretofore delivered to you you, is now proposed to be filed filed, or mailed for filing, with the Commission. Subject to the terms and conditions set forth herein and in the Underwriting Agreement incorporated herein by referenceBasic Provisions, the Trust Company agrees to issue and the Trust and the Company agree to sell to each of the Underwriters, and each of the Underwriters agrees, severally and not jointly, to purchase from the Trust and the Company, at the time and place and at the purchase price to the Underwriters set forth in Schedule II hereto, the aggregate number principal amount of the Designated Securities set forth opposite the name of such Underwriter in Schedule I hereto. [The Company authorizes the Underwriters to solicit offers to purchase Designated Securities from the Company pursuant to Delayed Delivery Contracts substantially in the form of Schedule III hereto but with such changes therein as the Company may approve. The Underwriters will endeavor to make such arrangements and, as compensation therefor, the Company will pay to the Representatives, for the account of the Underwriters, at the Time of Delivery a commission in the amount set forth in Schedule II hereto. Delayed Delivery Contracts are to be with purchasers of the types approved by the Company and set forth in the Prospectus and subject to other conditions therein set forth. Except as the Company may otherwise agree, each Delayed Delivery Contract must be for the minimum principal amount set forth in Schedule II hereto and the aggregate principal amount of all Delayed Delivery Contracts may not exceed the amount set forth in such Schedule II. The Underwriters will not have any responsibility in respect of the validity or performance of any Delayed Delivery Contracts.] [If the Company executes and delivers Delayed Delivery Contracts, the Securities subject to such contracts shall be deducted from the Designated Securities to be purchased by the several Underwriters and the aggregate principal amount of Designated Securities to be purchased by each Underwriter shall be reduced pro rata in proportion to the principal amount of Designated Securities set forth opposite each Underwriter's name in Schedule I hereto, except to the extent that the Representatives determine that such reduction shall be otherwise and so advise the Company in writing; provided, however, that the total principal amount of Designated Securities to be purchased by all Underwriters shall be the total principal amount of Designated Securities set forth in Schedule I hereto less the principal amount of Designated Securities covered by Delayed Delivery Contracts. The Company will advise you not later than 10:00 A.M., New York City time, on the third full business day preceding the Time of Delivery (or at such later time as you may otherwise agree) of the sales of Designated Securities pursuant to Delayed Delivery Contracts which have been so approved.] * * * If the foregoing is in accordance with your understanding, please sign and return to us two 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 Basic Provisions incorporated herein by reference, shall constitute a binding agreement between each of the Underwriters, the Trust 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 Trust and 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▇▇▇▇▇▇ FINANCIAL, INC. By: --------------------------------- ------------------------------------ Name: ---------------------------------- Title: METLIFE CAPITAL TRUST By: MetLife, Inc., as sponsor By: --------------------------------- Name: Title: Accepted as of the date hereof on hereof: ------------------------------------ [Manager] ------------------------------------ [Co-Manager, if any] On behalf of each of the Underwriters SCHEDULE I Principal Amount of Designated Securities to be Purchased Underwriter ----------------------------------- [Manager].................................................. $______________ [Co-Manager, if any]....................................... [Names of other Underwriters].............................. Total $______________ SCHEDULE II Registration Statement No.: Title of Designated Securities: [__%] [Floating Rate] [Zero Coupon] [Senior] [Subordinated] [Junior Subordinated] [Notes] [Debentures] due _________________________________________________________________________ Aggregate Principal Amount: $____________________________ Denominations: [$1,000] [$5,000] [$______________ ] Price to Public: ___% of the principal amount of the Designated Securities, plus accrued interest from _______________ to the Time of Delivery [and accrued amortization, if any, from _______________ to the Time of Delivery] Price to Underwriters: By___% of the principal amount of the Designated Securities, plus accrued interest from _______________ to the Time of Delivery [and accrued amortization, if any, from _______________ to the Time of Delivery] Indenture: ------------------------------- Name[Senior Indenture] [Subordinated Indenture] [Junior Subordinated Indenture] Maturity: Title_______________, 19___ Interest Rate: SCHEDULE I TO PRICING AGREEMENT[___]% [Zero Coupon] [Method of determination] Interest Payment Dates: [Months and dates] Interest Payment Record Dates: [Months and dates] Redemption Provisions: [No redemption provisions) [The Designated Securities may be redeemed in whole or in part at the option of the Company, in the amount of $_____ or an integral multiple thereof, [on or after ____________ at the following redemption prices (expressed in percentages of principal amount). If redeemed during the 12-month period beginning _______________, Year Redemption Price ---- ---------------- and thereafter at 100% of their principal amount, together in each case with accrued interest to the redemption date.] [on any interest payment date falling on or after _________, at the election of the Company, at a redemption price equal to the principal amount thereof, plus accrued interest to the date of redemption.] [Other possible redemption provisions, such as mandatory redemption upon occurrence of certain events or redemption for changes in tax law.]

Pricing Agreement. [ ] ▇▇▇▇▇▇▇▇▇, Lufkin & ▇▇▇▇▇▇▇▇ Securities Corporation, ▇▇▇▇▇▇ Brothers Inc. The ▇▇▇▇▇▇▇▇ Capital Group, L.P. As representatives Representatives of the several Underwriters named in Schedule I hereto c/o [ ] Ladies and Gentlemenhereto, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇. April o, 2000 Dear Sirs: MetLife Capital Trust , a statutory business trust formed under the laws of the State of Delaware (the "Trust"), and MetLifeThe St. ▇▇▇▇ Companies, Inc., a Delaware Minnesota corporation (the "Company"), propose proposes, subject to the terms and conditions stated herein (this "Agreement") and in the Underwriting Agreement, dated ___________April o, 200 2000 (the "Underwriting Agreement"), between the Company on the one hand and ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ Securities Corporation, ▇▇▇▇▇▇ Brothers Inc. and The ▇▇▇▇▇▇▇▇ Capital Group, L.P. on the other hand, to issue and sell to the Underwriters named in Schedule I hereto (the "Underwriters") the Preferred Securities to be issued by the Trust and guaranteed by the Company, 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 Pricing Agreement, except that each representation and warranty which refers to the Final Prospectus in Section 1 2 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 Pricing Agreement in relation to the Final Prospectus as amended or supplemented relating to the Designated Securities which are the subject of this Pricing 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 Section 12 of the Underwriting Agreement and the address of the Representatives referred to in such Section 12 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 Trust Company agrees to issue and the Trust and the Company agree to sell to each of the Underwriters, and each of the Underwriters agrees, severally and not jointly, to purchase from the Trust and the Company, at the time and place and at the purchase price to the Underwriters set forth in Schedule II hereto, the aggregate number principal amount of the 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 [One for the issuer and each of the Representatives plus one for each Counsel] 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, the Trust 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 Trust and 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, METLIFETHE ST. ▇▇▇▇ COMPANIES, INC. By: --------------------------------- Name: Title: METLIFE CAPITAL TRUST By: MetLife, Inc., as sponsor By: --------------------------------- :_______________________________ Name: Title: Accepted as of the date hereof on hereof: ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ SECURITIES CORPORATION ▇▇▇▇▇▇ BROTHERS INC. THE ▇▇▇▇▇▇▇▇ CAPITAL GROUP, L.P. BY: ▇▇▇▇▇▇▇▇▇, LUFKIN & ▇▇▇▇▇▇▇▇ SECURITIES CORPORATION By:---------------------------------- Name: Title: On behalf of each of the Underwriters: By: ------------------------------- Name: Title: Underwriters SCHEDULE I TO PRICING AGREEMENTI

Pricing Agreement. [ ] As representatives The obligations of the Underwriters under this Agreement and each Pricing Agreement shall be several Underwriters named in Schedule I hereto c/o [ ] Ladies and Gentlemen: MetLife Capital not joint. 2. The Designated Trust and the Company, a statutory business trust formed under the laws jointly and severally, each represents and warrants to, and agrees with, each of the State of Delaware Underwriters that: (the "Trust"), and MetLife, Inc., a Delaware corporation a) A registration statement on Form S-3 (the "Company"), propose subject to the terms and conditions stated herein (this "Agreement") and in the Underwriting Agreement, dated File No. 333-[___________, 200 ]) (the "Underwriting AgreementInitial Registration Statement") in respect of the Securities, the Subordinated Debentures and the Guarantees (including the Designated Securities, the Designated Subordinated Debentures and the Designated Guarantees) has been filed with the Securities and Exchange Commission (the "Commission"); the Initial Registration Statement and any post-effective amendment thereto, each in the form heretofore delivered or to be delivered to the Representatives and, excluding exhibits to such registration statement, but including all documents incorporated by reference in the prospectus included therein, to the Representatives for each of the other Underwriters has been declared effective by the Commission in such form; other than a registration statement, if any, increasing the size of the offering (a "Rule 462(b) Registration Statement"), filed pursuant to issue and sell to Rule 462(b) under the Underwriters named in Schedule I hereto Securities Act of 1933, as amended (the "UnderwritersAct"), which became effective upon filing, no other document with respect to the Initial Registration Statement or document incorporated by reference therein has heretofore been filed, or transmitted for filing, with the Commission (other than prospectuses filed pursuant to Rule 424(b) of the rules and regulations of the Commission under the Act, each in the form heretofore delivered to the Representatives); and no stop order suspending the effectiveness of the Initial Registration Statement, any post-effective amendment thereto or the Rule 462(b) Registration Statement, if any, has been issued and no proceeding for that purpose has been initiated or threatened by the Commission (any preliminary prospectus included in the Initial Registration Statement or filed with the Commission pursuant to Rule 424(a) under the Act is hereinafter called a "Preliminary Prospectus"; the various parts of the Initial Registration Statement and the Rule 462(b) Registration Statement, if any, including (i) the Preferred Securities information contained in the form of final prospectus filed with the Commission pursuant to Rule 424(b) under the Act in accordance with Section 5(a) hereof and deemed by virtue of Rule 430A under the Act to be issued by the Trust and guaranteed by the Company, specified in Schedule II hereto (the "Designated Securities"). Each part of the provisions Initial Registration Statement at the time it was declared effective or such part of the Underwriting Agreement is Rule 462(b) Registration Statement, if any, became or hereafter becomes effective, (ii) all exhibits thereto and (iii) the documents incorporated herein by reference in its entirety, and shall be deemed to be a the prospectus contained in the registration statement at the time such part of this Agreement the registration statement became effective but excluding Forms T-1, each as amended at the time such part of the registration statement became effective, are hereinafter collectively called the "Registration Statement"; the prospectus relating to the same extent as if such provisions had Securities, the Subordinated Debentures and the Guarantees, in the form in which it has most recently been set forth in full herein; and each of filed, or transmitted for filing, with the representations and warranties set forth therein shall be deemed Commission on or prior to have been made at and as of the date of this Agreement, except that each representation and warranty which refers is hereinafter called the "Prospectus"; any reference herein to any Preliminary Prospectus or 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 and include the Underwriting Agreement are used herein as documents incorporated by reference 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 applicable form under the address Act, as of the Representatives are set forth at date of such Preliminary Prospectus or Prospectus, as the end of Schedule II hereto. An case may be; any reference to any amendment to the Registration Statement, or a supplement to any Preliminary Prospectus or the Base Prospectus shall be deemed to refer to and include any documents filed after the date of such Preliminary Prospectus or Prospectus, as the case may be, relating to under the Designated SecuritiesSecurities Exchange Act of 1934, in as amended (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 Trust agrees to issue and the Trust and the Company agree to sell to each of the Underwriters"Exchange Act"), and each of the Underwriters agrees, severally and not jointly, to purchase from the Trust and the Company, at the time and place and at the purchase price to the Underwriters set forth incorporated by reference in Schedule II hereto, the aggregate number of the 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 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, the Trust and the Company. It is understood that your acceptance of this letter on behalf of each of the Underwriters is Preliminary Prospectus 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 Trust and 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: --------------------------------- Name: Title: METLIFE CAPITAL TRUST By: MetLife, Inc.Prospectus, as sponsor By: --------------------------------- Name: Title: Accepted as of the date hereof on behalf of each of the Underwriters: By: ------------------------------- Name: Title: SCHEDULE I TO PRICING AGREEMENTcase may be;

Pricing Agreement. [ [UNDERWRITERS] As representatives Representatives of the several Underwriters named in Schedule I hereto c/o [ hereto, [ADDRESS] [DATE] Ladies and Gentlemen: MetLife Capital Trust , a statutory business trust formed under the laws of the State of Delaware (the "Trust"), and MetLifeThe St. ▇▇▇▇ Companies, Inc., a Delaware Minnesota corporation (the "Company"), propose proposes, subject to the terms and conditions stated herein (this "Agreement") and in the Underwriting Agreement, dated ___________April o, 200 2000 (the "Underwriting Agreement"), between the Company on the one hand and [UNDERWRITERS] on the other hand, to issue and sell to the Underwriters named in Schedule I hereto (the "Underwriters") the Preferred Securities to be issued by the Trust and guaranteed by the Company, 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 Pricing Agreement, except that each representation and warranty which refers to the Final Prospectus in Section 1 2 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 Pricing Agreement in relation to the Final Prospectus as amended or supplemented relating to the Designated Securities which are the subject of this Pricing 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 Section 12 of the Underwriting Agreement and the address of the Representatives referred to in such Section 12 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 Trust Company agrees to issue and the Trust and the Company agree to sell to each of the Underwriters, and each of the Underwriters agrees, severally and not jointly, to purchase from the Trust and the Company, at the time and place and at the purchase price to the Underwriters set forth in Schedule II hereto, the aggregate number principal amount of the 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 [One for the issuer and each of the Representatives plus one for each Counsel] 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, the Trust 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 Trust and 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, METLIFETHE ST. ▇▇▇▇ COMPANIES, INC. By: --------------------------------- Name: Title: METLIFE CAPITAL TRUST By: MetLife, Inc., as sponsor By: --------------------------------- ----------------------------------- Name: Title: Accepted as of the date hereof on hereof: [UNDERWRITERS] BY: By: -------------------------------- Name: Title: On behalf of each of the Underwriters: By: ------------------------------- Name: Title: Underwriters SCHEDULE I PRINCIPAL AMOUNT OF DESIGNATED UNDERWRITER SECURITIES ----------- TO PRICING AGREEMENTBE PURCHASED --------- [UNDERWRITER]......................................... $ [UNDERWRITER]. ....................................... [UNDERWRITER]......................................... Total........................................ ---------- $ ========== SCHEDULE II TITLE OF DESIGNATED SECURITIES: [ %] [Floating Rate] [Zero Coupon] [Notes] [Debentures] due ,

Pricing Agreement. [ [UNDERWRITERS] As representatives Representatives of the several Underwriters named in Schedule I hereto c/o [ hereto, [ADDRESS] [DATE] Ladies and Gentlemen: MetLife Capital Trust , a statutory business trust formed under the laws of the State of Delaware (the "Trust"), and MetLifeThe St. Paul Companies, Inc., a Delaware Minnesota corporation (the "Company"), propose subject propose▇, ▇ubject to the terms and conditions stated herein (this "Agreement") and in the Underwriting Agreement, dated ___________[ ], 200 200[ ](the "Underwriting Agreement"), between the Company on the one hand and [UNDERWRITERS] on the other hand, to issue and sell to the Underwriters named in Schedule I hereto (the "Underwriters") the Preferred Securities to be issued by the Trust and guaranteed by the Company, Shares specified in Schedule II hereto (the "Designated SecuritiesShares"). 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 Pricing Agreement, except that each representation and warranty which refers to the Final Prospectus in Section 1 2 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 Pricing Agreement in relation to the Final Prospectus as amended or supplemented relating to the Designated Securities Shares which are the subject of this Pricing 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 Shares pursuant to Section 12 of the Underwriting Agreement and the address of the Representatives referred to in such Section 12 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 SecuritiesShares, 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, [(a)] the Trust Company agrees to issue and the Trust and the Company agree to sell to each of the Underwriters, and each of the Underwriters agrees, severally and not jointly, to purchase from the Trust and the Company, at the time and place and at the purchase price to the Underwriters set forth in Schedule II hereto, the aggregate number principal amount of the Designated Securities Shares set forth opposite the name of such Underwriter in Schedule I heretohereto and, [(b) in the event and to the extent that the Underwriters shall exercise the election to purchase Optional Shares, as provided below, 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 purchase price to the Underwriters set forth in Schedule II hereto that portion of the number of Optional Shares as to which such election shall have been exercised]. [The Company hereby grants to each of the Underwriters the right to purchase at their election up to the number of Optional Shares set forth opposite the name of such Underwriter in Schedule I hereto on the terms referred to in the paragraph above for the sole purpose of covering overallotments in the sale of the Firm Shares. Any such election to purchase Optional Shares may be exercised by written notice from the Representatives to the Company given within a period of 30 calendar days after the date of this Pricing Agreement, setting forth the aggregate number of Optional Shares to be purchased and the date on which such Optional Shares are to be delivered, as determined by the Representatives, but in no event earlier than the First Time of Delivery or, unless the Representatives and the Company otherwise agree in writing, no earlier than two or later than ten business days after the date of such notice]. If the foregoing is in accordance with your understanding, please sign and return to us [ ] counterparts hereofhereof [(one for the issuer and each of the Representatives plus one for each Counsel)], 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, the Trust 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 Trust and 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, METLIFETHE ST. PAUL COMPANIES, INC. By: --------------------------------- Name: Title: METLIFE CAPITAL TRUST By: MetLife, Inc., as sponsor By: --------------------------------- -------------------------- Name: Title: Accepted as of the date hereof on behalf of each of the Underwritershereof: [UNDERWRITERS] BY: By: ------------------------------- Name: Title: On behalf of each of the Underwriters SCHEDULE I TO PRICING AGREEMENTI