exv10w1






Exhibit 10.1






MetLife, Inc.




                                                            




Board of Directors

















February 18, 2010



ON MOTION, it was RESOLVED:





	(1)	 	That Annual Variable Incentive Plan (“AVIP”) awards for 2010 performance shall constitute
Cash-Based Awards under the MetLife, Inc. 2005 Stock and Incentive Compensation Plan (the
“Stock and Incentive Plan”);
	 
	(2)	 	That the measures to be used to determine performance results for establishing the amount to
be available for payment of awards under AVIP for 2010 performance (the “2010 Available
Amount”) are approved in all respects substantially in the form described in the memorandum
presented to the Board and filed with the records of the meeting, subject to Compensation
Committee discretion to increase or decrease the 2010 Available Amount;
	 
	(3)	 	That the 2010 Section 162(m) Goals shall be of the following:






	 	(a)	 	Positive MetLife, Inc. income from continuing operations before provision for
income tax, excluding total net investment gains (losses) (defined in accordance with
Section 3(a) of Article 7.04 of United States Securities and Exchange Commission
Regulation S-X) for 2010, as defined on the MetLife, Inc. Statement of Income for 2009
(“2010 Adjusted Income”).
	 
	 	(b)	 	Positive MetLife, Inc. Proportionate Total Shareholder Return for 2010, as
defined for MetLife, Inc. in Section 1(d)(2) of the form of Management Performance
Share Agreement used for awards for the 2010-2012 Performance Period (the “Performance
Share Agreement”) with respect to 2010.






	(4)	 	That the Chief Executive Officer of the Company (“CEO”) and each other member of the
Company’s Executive Group shall be eligible for an AVIP award for 2010 of $10 million if any
one or more of the 2010 Section 162(m) Goals is met; 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 or other member of the
Company’s Executive Group, respectively, under the methodology applicable to other employees
under AVIP;
	 
	(5)	 	That if the Company does not meet any of the 2010 Section 162(m) Goals, neither the CEO nor
any of the other members of the Company’s Executive Group shall be eligible for any AVIP award
for 2010; and




 









 






	(6)	 	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.





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