8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

Date of report (Date of earliest event reported): December 11, 2012

METLIFE, INC.

(Exact Name of Registrant as Specified in Its Charter)

Delaware	1-15787	13-4075851
(State or Other Jurisdiction	(Commission	(IRS Employer
of Incorporation)	File Number)	Identification No.)
200 Park Avenue, New York, New York		10166-0188
(Address of Principal Executive Offices)		(Zip Code)

212-578-2211 (Registrant’s Telephone Number, Including Area Code)

N/A (Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

TABLE OF CONTENTS

Item  5.02 Departure of Directors or Certain Officers; Election of Directors: Appointment of Certain Officers; Compensatory Arrangements of Certain Officers	3
Item 9.01 Financial Statements And Exhibits	4
SIGNATURES	5
EXHIBIT INDEX	6
EX - 10.1
EX - 99.1

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On December 11, 2012, the Board of Directors of MetLife, Inc. (the “Company”) appointed Ricardo A. Anzaldua to succeed Nicholas D. Latrenta as General Counsel of the Company, effective December 17, 2012. On the same date, Mr. Latrenta agreed to the terms of his continued employment, as approved by the Company’s Board of Directors, also effective December 17, 2012. Mr. Latrenta will provide the Company with legal advice and assist with the transition of duties to Mr. Anzaldua in a non-executive officer role until his anticipated retirement on March 31, 2013. Mr. Latrenta will be paid salary at a rate of $43,000 per month and will be eligible for standard employee benefits and compensation programs. During his employment, the Company will indemnify Mr. Latrenta on the same basis as it indemnifies its officers under its bylaws.

The foregoing description of the terms of Mr. Latrenta’s continued employment is a summary, is not complete, and is qualified in its entirely by reference to the Company’s letter to Mr. Latrenta dated December 11, 2012, which is attached hereto as Exhibit 10.1 and is incorporated herein by reference. A copy of the Company’s press release announcing that Mr. Anzaldua will join the Company as General Counsel, dated December 11, 2012, is attached hereto as Exhibit 99.1.

Item 9.01 Financial Statements And Exhibits.

(a) Not applicable

(b) Not applicable

(c) Not applicable

(d) Exhibits

10.1 Letter from MetLife, Inc. to Nicholas D. Latrenta, dated December 11, 2012.

99.1 Press release of MetLife, Inc. dated December 11, 2012 announcing that Ricardo Anzaldua will join MetLife, Inc. as General Counsel.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

METLIFE, INC.
By:	/s/ Christine M. DeBiase
	Name: Christine M. DeBiase
	Title: Vice President and Secretary

Date: December 14, 2012

EXHIBIT INDEX

EXHIBIT
NUMBER	EXHIBIT
10.1	Letter from MetLife, Inc. to Nicholas D. Latrenta, dated December 11, 2012.
99.1	Press release of MetLife, Inc. dated December 11, 2012 announcing that Ricardo Anzaldua will join MetLife, Inc. as General Counsel.

EX-10.1

Exhibit 10.1

December 11, 2012

Nicholas D. Latrenta

Executive Vice President and General Counsel

Dear Nick:

We appreciate your offer to remain with MetLife for a limited period of time to ensure a smooth transition to your successor General Counsel, and we are pleased to memorialize arrangements for you to do so in this letter. Your professionalism and dedication throughout your career with MetLife has exemplified what our executives and associates can achieve.

Beginning with the date that your successor General Counsel of MetLife, Inc. begins employment, your own employment with MetLife will continue on an at-will basis in the position of “Special Counsel” and your monthly base salary rate will be adjusted to $43,000 payable on MetLife Group, Inc.’s normal payroll schedule. Your duties will include providing legal advice to and otherwise consulting with the General Counsel and the Chief Executive Officer of MetLife, Inc. and others at MetLife as an attorney for MetLife, Inc. and its affiliates, on an as needed basis. In light of the substantial change in your role and time expected to be spent on MetLife matters, you will have a separation from service for deferred compensation payment purposes, in accordance with Internal Revenue Code Section 409A, effective the date your new duties under this agreement begin.

In your new role, you will report to the Chief Executive Officer of MetLife, Inc., but will no longer be a member of the Executive Group or an officer or director of MetLife, Inc. or any affiliate of MetLife, Inc., or a trustee or fiduciary of any trust or benefit plan associated with MetLife, or a representative of MetLife on any committees or association; your resignation from these positions will be effective on the date you assume your Special Counsel position.

During your employment, you will remain eligible for MetLife’s compensation and benefit plans subject to their terms. MetLife, Inc. will also indemnify you and hold you harmless from any and all claims arising out of or in connection with any service or advice that you provide during this period, including but not limited to attorney’s fees and costs, to the same extent as it indemnifies and holds harmless its officers under its bylaws.

We understand your intention to retire from MetLife effective March 31, 2013, and we expect that the transition and other matters on which you are needed should conclude by that time.

In order to memorialize our common understanding, please return one signed copy of this letter to me. If you have any questions, please contact me. The terms of this letter are subject to review and approval by the MetLife, Inc. Compensation Committee and Board of Directors.

Sincerely,
MetLife, Inc.
By:	/s/ Frans Hijkoop
	Frans Hijkoop
	Executive Vice President and
	Chief Human Resources Officer
I accept these arrangements.
/s/ Nicholas D. Latrenta
Nicholas D. Latrenta
12/11/12
Date

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EX-99.1

Exhibit 99.1

Contact:	For Media:	John Calagna
		(212) 578-6252
	For Investors:	Edward Spehar
		(212) 578-7888

RICARDO ANZALDUA TO JOIN METLIFE AS GENERAL COUNSEL

NEW YORK, December 11, 2012 – MetLife, Inc. (NYSE: MET) announced today that Ricardo A. Anzaldua, 59, will join the company as general counsel, effective December 17, 2012. He will report to Chairman, President and Chief Executive Officer Steven A. Kandarian and become a member of MetLife’s executive group.

Anzaldua will lead the company’s global legal operations, and oversee MetLife’s government relations and public policy department, corporate secretary’s office and corporate ethics and compliance group. He will succeed Nicholas D. Latrenta who, after a 43-year career at MetLife, announced earlier this year his plans to retire.

“As a company with businesses around the world, MetLife operates in multiple and often complex legal and regulatory environments,” said Kandarian. “Ricardo’s significant experience as an advisor in legal, financial and transactional matters, along with his industry knowledge, will make him a valuable resource to MetLife, our customers and our shareholders.”

Anzaldua joins MetLife from The Hartford Financial Services Group where he was associate general counsel and senior vice president. At The Hartford, he provided counsel on commercial and consumer markets and served as legal advisor for the company’s group benefits business. He joined the company in 2007 as director, corporate law, and corporate secretary. He also co-chaired the diversity committee of The Hartford’s law department.

Prior to The Hartford, Anzaldua was corporate partner at Cleary, Gottlieb, Steen & Hamilton LLP. His practice areas included general corporate transactions, corporate governance, and negotiating international trade agreements.

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Anzaldua has been published in legal journals and served as publications director for the Center for U.S.-Mexican Studies. Anzaldua earned his bachelor’s from Brown University and his law degree from Harvard Law School.

MetLife, Inc. is a leading global provider of insurance, annuities and employee benefit programs, serving 90 million customers. Through its subsidiaries and affiliates, MetLife holds leading market positions in the United States, Japan, Latin America, Asia, Europe and the Middle East. For more information, visit www.metlife.com.

This press release may contain or incorporate by reference information that includes or is based upon forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements give expectations or forecasts of future events. These statements can be identified by the fact that they do not relate strictly to historical or current facts. They use words such as “anticipate,” “estimate,” “expect,” “project,” “intend,” “plan,” “believe” and other words and terms of similar meaning in connection with a discussion of future operating or financial performance. In particular, these include statements relating to future actions, prospective services or products, future performance or results of current and anticipated services or products, sales efforts, expenses, the outcome of contingencies such as legal proceedings, trends in operations and financial results.

Any or all forward-looking statements may turn out to be wrong. They can be affected by inaccurate assumptions or by known or unknown risks and uncertainties. Many such factors will be important in determining the actual future results of MetLife, Inc., its subsidiaries and affiliates. These statements are based on current expectations and the current economic environment. They involve a number of risks and uncertainties that are difficult to predict. These statements are not guarantees of future performance. Actual results could differ materially from those expressed or implied in the forward-looking statements. Risks, uncertainties, and other factors that might cause such differences include the risks, uncertainties and other factors identified in MetLife, Inc.’s most recent Annual Report on Form 10-K (the “Annual Report”) filed with the U.S. Securities and Exchange Commission (the “SEC”), Quarterly

Reports on Form 10-Q filed by MetLife, Inc. with the SEC after the date of the Annual Report under the captions “Note Regarding Forward-Looking Statements” and “Risk Factors,” and other filings MetLife, Inc. makes with the SEC. MetLife, Inc. does not undertake any obligation to publicly correct or update any forward-looking statement if we later become aware that such statement is not likely to be achieved. Please consult any further disclosures MetLife, Inc. makes on related subjects in reports to the SEC.

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