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): May 15, 2009

METLIFE, INC.

(Exact Name of Registrant as Specified in Its Charter)

Delaware	1-15787	13-4075851
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer 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):

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

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

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

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

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

     On May 19, 2009, MetLife, Inc. (the “Company”) announced that its Board of Directors had appointed Peter M. Carlson as its Chief Accounting Officer, effective immediately. Mr. Carlson replaces Joseph J. Prochaska, Jr., Executive Vice President, Finance Operations, who will be retiring from the Company during 2009. A copy of the press release issued by the Company on May 19, 2009 announcing Mr. Carlson’s appointment is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

     Mr. Carlson’s compensation is being provided under the terms of the Company’s previously disclosed compensation programs, including stock option and performance share awards under the MetLife, Inc. 2005 Stock and Incentive Compensation Plan in connection with his hiring. In addition, in the event that Mr. Carlson remains employed by MetLife through March 15, 2010, subject to the approval of the Compensation Committee of the MetLife, Inc. Board of Directors, he will receive a one-time payment equal to the difference (if any) between $250,000 and the amount of his award under the MetLife Annual Variable Incentive Plan. Mr. Carlson is also eligible for limited benefits under a relocation program, including payment of closing costs, real estate broker fees, moving expenses, and limited allowances for other relocation expenses.

     Mr. Carlson, age 45, joined MetLife on April 13, 2009. On April 28, 2009, the Company’s Board of Directors appointed him as Executive Vice President of the Company. Since 2002, Mr. Carlson held various leadership positions in Finance at Wachovia Corporation (“Wachovia”), a banking and financial services organization, most recently, Executive Vice President and Corporate Controller. In his capacity as Executive Vice President and Corporate Controller of Wachovia, Mr. Carlson was responsible for the accounting and financial reporting operations of the company, including oversight of internal control over financial reporting. Wachovia was acquired in 2008 by Wells Fargo & Company (“Wells Fargo”), also a banking and financial services organization.

     Neither Wachovia nor Wells Fargo is a parent, subsidiary or affiliate of the Company. Wachovia, Wells Fargo and/or their respective affiliates are lenders under the Company’s credit and reinsurance facilities.

     In the ordinary course of their business, Wachovia, Wells Fargo and/or their respective affiliates have provided, are providing, and may in the future provide product distribution, commercial banking, investment banking, asset management and financial advisory services to the Company and its affiliates for which they have in the past received, and may in the future receive, customary fees.

     In addition, certain of the Company’s insurance subsidiaries have provided annuities and funding agreements, as well as various group and other insurance policies and employee benefit plans, to Wachovia, Wells Fargo and/or their respective affiliates. Both Wachovia and Wells Fargo also are or have been real estate tenants of the Company and/or its affiliates.

Item 8.01 Other Events.

     On May 15, 2009, MetLife, Inc. issued a press release announcing the declaration of second quarter 2009 dividends of $0.2555555 per share on MetLife, Inc.’s floating rate non-cumulative preferred stock, Series A, and $0.4062500 per share on MetLife, Inc.’s 6.50% non-cumulative preferred stock, Series B. A copy of the press release is attached hereto as Exhibit 99.2 and is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

(a)	Not applicable.
(b)	Not applicable.
(c)	Not applicable.
(d)	Exhibits

99.1	Press release of MetLife, Inc., dated May 19, 2009, announcing the appointment of Peter M. Carlson as its     Chief Accounting Officer.
99.2	Press release of MetLife, Inc., dated May 15, 2009, announcing the declaration of second quarter 2009 dividends     on its floating rate non-cumulative preferred stock, Series A, and its 6.50% non-cumulative preferred stock, Series B.

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/ Gwenn L. Carr
	Name:	Gwenn L. Carr
	Title:	Senior Vice-President and Secretary

Date:  May 21, 2009

EXHIBIT INDEX

EXHIBIT
NUMBER	EXHIBIT
99.1	Press release of MetLife, Inc., dated May 19, 2009, announcing the appointment of Peter M. Carlson as its Chief Accounting Officer.
99.2	Press release of MetLife, Inc., dated May 15, 2009, announcing the declaration of second quarter 2009 dividends on its floating rate non-cumulative preferred stock, Series A, and its 6.50% non-cumulative preferred stock, Series B.

EX-99.1

Exhibit 99.1

Contacts:	For Media:	John Calagna (212) 578-6252
	For Investors:	Conor Murphy (212) 578-7788

METLIFE NAMES PETER M. CARLSON AS CHIEF ACCOUNTING OFFICER

NEW YORK, May 19, 2009 — MetLife, Inc. (NYSE: MET) announced today the appointment of Peter M. Carlson as its chief accounting officer. In this position, Carlson will oversee corporate accounting functions and financial reporting. Carlson replaces Joseph Prochaska, Jr., who will be retiring from MetLife during 2009.

“Pete’s experience in accounting and financial reporting makes him an ideal candidate to become our chief accounting officer, and we are pleased that he has decided to join MetLife,” said William J. Wheeler, executive vice president and chief financial officer. “I want to thank Joe for his many contributions to our organization throughout his career at MetLife.”

Before joining MetLife, Carlson held various leadership positions in finance at Wachovia Corporation, most recently serving as executive vice president and corporate controller. Carlson was responsible for the accounting and financial reporting operations of the company, including oversight of internal control over financial reporting.

MetLife, Inc. is a leading provider of insurance, employee benefits and financial services with operations throughout the United States and the Latin America, Europe and Asia Pacific regions. Through its subsidiaries and affiliates, MetLife, Inc. reaches more than 70 million customers around the world and MetLife is the largest life insurer in the United States (based on life insurance in-force). The MetLife companies offer life insurance, annuities, auto and home insurance, retail banking and other financial services to individuals, as well as group insurance and retirement & savings products and services to corporations and other institutions. For more information, visit www.metlife.com.

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EX-99.2

Exhibit 99.2

Contacts:	For Media:	John Calagna
		(212) 578-6252
	For Investors:	Conor Murphy
		(212) 578-7788

METLIFE DECLARES SECOND QUARTER 2009 PREFERRED STOCK DIVIDENDS

NEW YORK, May 15, 2009 – MetLife, Inc. (NYSE: MET) announced today that it has declared second quarter 2009 dividends of $0.2555555 per share on the company’s floating rate non-cumulative preferred stock, Series A (NYSE: METPrA), and $0.4062500 per share on the company’s 6.50% non-cumulative preferred stock, Series B (NYSE: METPrB). Both dividends are payable June 15, 2009 to shareholders of record as of May 31, 2009.

MetLife, Inc. is a leading provider of insurance, employee benefits and financial services with operations throughout the United States and the Latin America, Europe and Asia Pacific regions. Through its subsidiaries and affiliates, MetLife, Inc. reaches more than 70 million customers around the world and MetLife is the largest life insurer in the United States (based on life insurance in-force). The MetLife companies offer life insurance, annuities, auto and home insurance, retail banking and other financial services to individuals, as well as group insurance and retirement & savings products and services to corporations and other institutions. 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 MetLife’s actual future results. 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 filings with the U.S. Securities and Exchange Commission (“SEC”). These factors include: (i) difficult and adverse conditions in the global and domestic capital and credit markets; (ii) continued volatility and further deterioration of the capital and credit markets, which may affect MetLife’s ability to seek financing or access its credit facilities; (iii) uncertainty about the effectiveness of the U.S. government’s plan to stabilize the financial system by injecting capital into financial institutions, purchasing large amounts of illiquid, mortgage-backed and other securities from financial institutions, or otherwise; (iv) the impairment of other financial institutions; (v) potential liquidity and other risks resulting from MetLife’s participation in a securities lending program and other transactions; (vi) exposure to financial and capital market risk; (vii) changes in general economic conditions, including the performance of financial markets and interest rates, which may affect MetLife’s ability to raise capital, generate fee income and market-related revenue and finance statutory reserve requirements and may require MetLife to pledge collateral or make payments related to declines in value of specified assets; (viii) defaults on MetLife’s mortgage and consumer loans; (ix) investment losses and defaults, and changes to investment valuations; (x) impairments of goodwill and realized losses or market value impairments to illiquid assets; (xi) unanticipated changes in industry trends; (xii) heightened competition, including with respect to pricing, entry of new competitors, consolidation of distributors, the development of new products by new and existing competitors and for personnel; (xiii) discrepancies between actual claims experience and assumptions used in setting prices for MetLife’s products and establishing the liabilities for MetLife’s obligations for future policy benefits and claims; (xiv) discrepancies between actual experience and assumptions used in establishing liabilities related to other contingencies or obligations; (xv) ineffectiveness of risk management policies and procedures, including with respect to guaranteed benefit riders (which may be affected by fair value adjustments arising from changes in MetLife’s own credit spread) on certain of MetLife’s variable annuity products; (xvi) increased expenses relating to pension and post-retirement benefit plans, (xvii) catastrophe losses; (xviii) changes in assumptions related to deferred policy acquisition costs, value of business acquired or goodwill; (xix) downgrades in MetLife, Inc.’s and its affiliates’ claims paying ability, financial strength or credit ratings; (xx) economic, political, currency and other risks relating to MetLife’s international operations; (xxi) availability and effectiveness of reinsurance or indemnification arrangements, (xxii) regulatory, legislative or tax changes that may affect the cost of, or demand for, MetLife’s products or services; (xxiii) changes in accounting standards, practices and/or policies; (xxiv) adverse results or other consequences from litigation, arbitration or regulatory investigations; (xxv) deterioration in the experience of the “closed block” established in connection with the reorganization of Metropolitan Life Insurance Company; (xxvi) the effects of business disruption or economic contraction due to terrorism, other hostilities, or natural catastrophes; (xxvii) MetLife’s ability to identify and consummate on successful terms any future acquisitions, and to successfully integrate acquired businesses with minimal disruption;

(xxviii) MetLife, Inc.’s primary reliance, as a holding company, on dividends from its subsidiaries to meet debt payment obligations and the applicable regulatory restrictions on the ability of the subsidiaries to pay such dividends; and (xxix) other risks and uncertainties described from time to time in MetLife, Inc.’s filings with the SEC.

MetLife, Inc. does not undertake any obligation to publicly correct or update any forward-looking statement if MetLife, Inc. later becomes 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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