exv10w52





Exhibit 10.52




	 		
	MetLife, Inc.
	 	
	 
 


Board of Directors
	 






December 14, 2010




ON MOTION, it was RESOLVED:





	(1)	 	That the Compensation Committee and the Board of Directors approves that the Annual Variable
Incentive Plan (“AVIP”) awards for 2011 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 2011 performance (the “2011 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 2011 Available Amount;






	(3)	 	That the 2011 Section 162(m) Goals shall be of the following:






	 	(a)	 	Positive Company income from continuing operations before provision for income
tax, excluding net investment gains (losses) (determined in accordance with Section
3(a) of Article 7.04 of SEC Regulation S-X), which includes total net investment gains
(losses) and net derivatives gains (losses), as presented in the financial statements
in the Company’s Annual Report on Form 10-K for 2010, for 2011.






	 	(b)	 	Positive MetLife, Inc. Proportionate Total Shareholder Return, as defined for
MetLife, Inc. in Section 1(d)(2) of the form of Management Performance Share Agreement
used for awards for the 2011-2013 Performance Period (the “Performance Share
Agreement”), for 2011.






	(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 2011 of $10 million if any
one or more of the 2011 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 2011 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 2011; 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.