EX-10.42



 





Exhibit 10.42




			
	 	 	 
	MetLife, Inc.
	 	 
	 	 	 
	Board of Directors	 	 





December 12, 2006




ON MOTION, it was RESOLVED:





	(1)	 	That the measures to be used to determine performance results for establishing the maximum
amount to be available for payment of awards under the MetLife Annual Variable Incentive Plan
(“AVIP”) for 2007 are approved substantially in form described in the memorandum attached as
Appendix A to these resolutions;
	 
	(2)	 	That the Chief Executive Officer of the Company (“CEO”) shall be eligible for an AVIP award
for 2007 equal to one percent (1%) of the Company’s net income excluding: (1) after-tax net
investment gains and losses, (2) after-tax adjustments related to net investment gains and
losses, (3) after-tax discontinued operations other than discontinued real estate, and (4)
preferred stock dividends, determined according to generally accepted accounting principles
(“Net Operating Income Available to Common Shareholders”), subject to the maximum award limit
under AVIP; provided, however, that the Compensation Committee (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, respectively, under the methodology applicable to other employees
under AVIP; and;
	 
	(3)	 	That each of the Company’s Officers subject to the reporting requirements of Section 16 of
the Securities Exchange Act of 1934, other than the CEO (“Section 16 Officers”), shall be
eligible for an AVIP award for 2007 equal to one-half of one percent (0.5%) of Net Operating
Income Available to Common Shareholders, 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 each of the Section 16 Officers under
the methodology applicable to other employees under AVIP;
	 
	(4)	 	That if the Company’s Net Operating Income Available to Common Shareholders is zero, neither
the CEO nor any of the Section 16 Officers shall be eligible for any AVIP award for 2007; and
	 
	(5)	 	That the Officers of the Company be and hereby are authorized in the name and on behalf of
the Company, to (a) take or cause to be taken any and all such




 









 






	 	 	further actions and to prepare,
execute and deliver or cause to be prepared, executed and delivered, and where necessary or
appropriate, file or cause to be filed with the appropriate governmental authorities, all such
other instruments and documents, including but not limited to all certificates, contracts,
bonds, agreements, documents, instruments, receipts or other papers, (b) incur and pay or
cause to be paid all fees and expenses and (c) engage such persons, in each case as such
Officer shall in that Officer’s judgment determine to be necessary or appropriate to carry out
fully the intent and purposes of the foregoing resolutions and each of the transactions
contemplated thereby.