MetLife, Inc. Board Resolutions on 2005 Annual Variable Incentive Plan Awards

Summary

MetLife, Inc.'s Board of Directors approved the performance measures for the 2005 Annual Variable Incentive Plan (AVIP). The CEO is eligible for an award equal to 1% of the company's net operating income, and other executive officers subject to Section 16 reporting are eligible for 0.5%, both subject to maximum limits and possible reduction at the Committee's discretion. No awards will be given if net operating income is zero. These resolutions set the framework for executive incentive compensation for 2005.

EX-10.38 3 y06100exv10w38.txt EXCERPT OF RESOLUTIONS Exhibit 10.38 MetLife, Inc. - --------------------------- [MetLife(R) LOGO] Board of Directors December 14, 2004 2005 AVIP ON MOTION, it was resolved Objectives (a) That the measures to be used to determine performance results for establishing the total pool to be available for payment of awards under the MetLife Annual Variable Incentive Plan ("AVIP") for 2005 are approved substantially in form described in a memorandum dated December 6, 2004, a copy of which was provided each Director and filed with the records of the meeting; and (b) That the Chief Executive Officer of the Company ("CEO") shall be eligible for an AVIP award for 2005 equal to one percent (1%) of the Company's net income excluding after-tax net investment gains and losses, excluding settlement payments on derivative instruments not qualifying for hedge accounting treatment, and the cumulative effective of a change in accounting, determined according to generally accepted accounting principles ("Net Operating Income"), subject to the maximum award limit under AVIP; provided, however, that the Committee shall retain the ability, in its discretion, to reduce the amount of the award payable (including reducing the amount payable to zero) based on such factors or considerations that the Committee shall deem appropriate, including but not limited to the amounts that would have been payable to the CEO under the formula applicable to other employees under AVIP; and (c) That each of the Company's other officers subject to the reporting requirements of Section 16 of the Securities Exchange Act of 1934 ("Section 16 Officers") shall be eligible for an AVIP award for 2005 equal to one-half of one percent (0.5%) of Net Operating Income, subject to the maximum award limit under AVIP; provided, however, that the Committee shall retain the ability, in its discretion, to reduce the amount of the award payable (including reducing the amount payable to zero) based on such factors or considerations that the Committee shall deem appropriate, including but not limited to the amounts that would have been payable to the CEO under the formula applicable to other employees under AVIP; and (d) That if the Company's Net Operating Income is zero, neither the CEO nor any of the Section 16 Officers shall be eligible for any AVIP for 2005.