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.