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                                                                   EXHIBIT 10.28


       METROPOLITAN LIFE INSURANCE COMPANY ANNUAL VARIABLE INCENTIVE PLAN
        (FOR PERFORMANCE PERIODS STARTING ON OR AFTER JANUARY 1, 2000)


I.    PURPOSE OF THE PLAN

      -     Align total annual pay with the Company's annual financial business
            results.

      -     Provide competitive levels of pay for competitive levels of Company
            performance.

      -     Make a competitive portion of total compensation variable based on
            Company, business unit and individual performance.

II.   PARTICIPATION

      All associates in salary grade 29 and above and equivalent grades who have
      signed the "Agreement to Protect Corporate Property", other than those
      participating in incentive plans which are alternatives to, and not
      supplementary to, the Annual Variable Incentive Plan.

      In addition, the Officers may impose such other reasonable conditions for
      participation in the Annual Variable Incentive Plan as they deem necessary
      or appropriate.

III.  DETERMINATION OF THE INCENTIVE POOL FOR DISTRIBUTION

      The Board determines at the beginning of the performance year financial
      objectives consistent with the Company's Annual Business Plan that will
      provide the basis for determining the maximum aggregate incentive pool for
      distribution. The pool will be determined using a formula approved by the
      Board, which will be expressed in terms of percentages of operating
      earnings and return on equity ("ROE"). The formula will be reviewed each
      year by the Board to determine its appropriateness in connection with the
      Company's Business Plan, and may be revised by the Board as a result of
      such review. The maximum pool may also be increased by the Nominating and
      Compensation Committee ("Committee") based on the recommendation of the
      Chief Executive Officer ("CEO").

      For purposes of this Plan: (a) "Operating earnings" means earnings net of
      all taxes (other than the surplus tax), and excludes the impact of
      demutualization costs; and (b) "Return on Equity" means operating earnings
      divided by GAAP equity, where GAAP equity excludes unrealized investment
      gains.
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      A portion of the aggregate incentive pool will be allocated by the CEO
      among the various business units based on their performance relative to
      certain agreed upon objectives set at the beginning of the performance
      year by the CEO. Following the performance year, business unit performance
      will be evaluated by the CEO. All or a portion of the aggregate incentive
      pool allocated to a particular business unit may be distributed to Plan
      participants in that business unit, depending on the performance of that
      business unit. A portion of the pool will be applied to the Company's
      Performance Incentive Plan, as determined by the CEO.

IV.   TARGET INCENTIVE OPPORTUNITIES

      A.    Incentive opportunity percentages for the various grades are
            determined based on competitive total compensation market factors
            and take into account incentive compensation opportunities for
            comparable positions at our comparator companies, including major
            insurance companies, banks and diversified financial services
            companies.

      B.    The schedule of incentive opportunity percentages for the various
            grades is as follows:

<TABLE>
<CAPTION>
                                                          TARGET INCENTIVE
       GRADE (CURRENT TITLE)                              OPPORTUNITY PERCENTAGE
       ---------------------                              ----------------------
<S>                                                       <C>
       41 (Chief Executive Officer)                               150%
       40 (President)                                             90%
       39 (Senior Executive Vice President)                       80%
       38 (Executive Vice President)                              70%
       37 (Senior Vice President)                                 50%
       36 (Vice President/Senior Vice President)                  50%
       35 (Vice President)                                        45%
       34 (Vice President)                                        40%
       33 (Vice President)                                        40%
       32 (Assistant Vice President)                              25%
       29-31 (Various Non- Officer Titles)                        5%-15%
</TABLE>

V.    CALCULATION OF INDIVIDUAL AWARDS

      Annual incentive awards are discretionary and significant weight is given
      to individual performance and relative contributions among Plan
      participants. It is anticipated that there will be significant
      differentiation of annual incentive awards based on individual
      performance. Where performance indicates, individuals may receive no award
      at all.


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      The total of all individual awards under the Plan may not exceed the
      maximum aggregate incentive pool.

VI.   ADMINISTRATION OF AWARDS

      A.    Incentive awards for any performance year shall be made as soon as
            possible during the following calendar year in the form of lump sum
            payments.

      B.    Participants who voluntarily terminate their employment or whose
            employment is discontinued for cause after the performance year, but
            before the payout, or during the performance year are not eligible
            to receive an award.

      C.    Participants terminating employment during or after the performance
            year due to death, disability, or retirement may be eligible to
            receive awards on a pro rata basis, at the Company's discretion.
            Participants whose employment is terminated during the performance
            year and who are eligible to receive a severance payment from the
            Company may receive a pro rata award at the Company's discretion, in
            exchange for their valid release.

      D.    Incentive awards paid prior to retirement or discontinuance of
            employment will be taken into account for purposes of determining
            the level of Insurance and Retirement benefits and contributions to
            the Savings and Investment Plan, subject to any regulatory
            limitations or approvals. Incentive awards paid subsequent to
            retirement or discontinuance of employment will not be taken into
            account for purposes of determining the level of Insurance and
            Retirement benefits or contributions to the Savings and Investment
            Plan, except as may be provided otherwise in any other Company plan
            or program.

VII.  ROLE OF THE NOMINATING AND COMPENSATION COMMITTEE

      The Committee exercises overall responsibility and has broad discretion in
      the administration of the Plan.

      With respect to corporate performance, inasmuch as other unforeseen
      matters have an impact on overall performance during the year, the
      Committee, at its discretion, may adjust the maximum pool either
      positively or negatively. The Committee may use its discretion to adjust
      for unusual events that are beyond the control of management and obviously
      influence performance results unduly, such as material


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      changes in accounting policy, tax and other government regulations, and
      the acquisition or sale of a business.

      With respect to individual awards, the Committee will report its
      recommendations for individual incentive awards for Officers of the rank
      of Executive Vice President and above, or such other group of officers as
      the Committee may from time to time select, to the Board following the
      performance year. Following the determination of awards, the Committee
      will receive a summary report of all incentive award payments.


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