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                                                                   Exhibit 10.39

                       NEW ENGLAND LIFE INSURANCE COMPANY

                  SELECT EMPLOYEES SUPPLEMENTAL RETIREMENT PLAN


                              Amended and restated


                            effective January 1, 2000
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                                Table of Contents

<TABLE>
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ARTICLE I PURPOSE ..........................................................   1
  1.01. Purpose ............................................................   1
  1.02. Prior Documents ....................................................   1
ARTICLE II DEFINITIONS .....................................................   1
  2.01. Defined Terms ......................................................   1
ARTICLE III ELIGIBILITY ....................................................   2
  3.01. Eligibility ........................................................   2
ARTICLE IV BENEFITS ........................................................   2
  4.01. Time and Form of Payment ...........................................   2
  4.02. Amount of Benefits .................................................   2
  4.03. Nonalienation of Participant's Benefits ............................   3
ARTICLE V ADMINISTRATION ...................................................   3
  5.01. Power and Authority ................................................   3
  5.02. Indemnification ....................................................   4
  5.03. Facility of Payment ................................................   4
  5.04. Claims Procedure ...................................................   4
  5.05. Appeals Procedure ..................................................   5
ARTICLE VI AMENDMENT AND TERMINATION .......................................   5
  6.01. Amendment ..........................................................   5
  6.02. Termination ........................................................   6
ARTICLE VII MISCELLANEOUS ..................................................   6
  7.01. Unfunded Plan ......................................................   6
  7.02. No Right, Title or Interest in the Company's Assets ................   6
  7.03. No Right to Continued Employment or Award ..........................   6
  7.04. Governing Law ......................................................   7
</TABLE>
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                                   I. PURPOSE

          1.01. Purpose. The New England Life Insurance Company Select Employees
Supplemental Retirement Plan ("Plan" or "Select Employees Plan"), adopted as of
February 20, 1985, is intended to constitute an unfunded employer plan for the
purpose of supplementing retirement benefits payable under the New England Life
Insurance Company Retirement Plan and Trust maintained by New England Life
Insurance Company ("Company"). This Supplemental Plan shall be an unfunded plan,
maintained by the Company solely for the purpose of providing deferred
compensation for a select group of management or highly compensated employees
within the meaning of Sections 201(2), 301(a)(3) and 401 (a)(1) of the Employee
Retirement Income Security Act.

          1.02. Prior Documents. This Plan is the restatement with amendments of
The New England Mutual Life Insurance Company Select Employees Supplementary
Retirement Plan, The New England Select Employees Supplemental Retirement Plan,
and the New England Life Insurance Company Select Employees Supplemental
Retirement Plan.


                                II. DEFINITIONS

          2.01. Defined Terms. Terms used herein and not specifically defined
below shall have the same meanings as they have in The New England Life
Insurance Company Retirement Plan and Trust.

          Unless the context indicates otherwise, the following additional terms
used herein shall have the following meanings:

          (a) "Current Bonus" shall mean, with respect to a Plan Year, the
     amount of any bonus payments attributable solely to such Plan Year, which
     payments are paid to a Participant in this Plan, or payable but deferred
     pursuant to such Participant's election. Such Current Bonuses shall not
     include any payments actually paid or authorized for payment under the New
     England Life Executive Incentive Deferred Bonus Plan.

          (b) "Participant" for purposes of this Plan shall mean any participant
     in The New England Retirement Plan and Trust who satisfies the further
     conditions for eligibility set forth in Article III hereof.
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          (c) "Select Employees Plan" or "Plan" shall mean this Select Employees
     Supplemental Retirement Plan.

           (d) "Supplemental Retirement Plan" shall mean the Plan maintained by
      the Company for the purpose of providing retirement benefits to the extent
      that retirement benefits are otherwise limited under The New England
      Retirement Plan and Trust by Section 415 of the Internal Revenue Code of
      1954, as amended.

                                III. ELIGIBILITY

          3.01. Eligibility. The persons who shall be eligible to receive
supplemental retirement income under this Plan shall include New England
Retirement Plan Participants who are Senior Officers of the Company, or whose
base compensation exceeds $125,000, or whose Compensation exceeds $160,000.

                                  IV. BENEFITS

          4.01. Time and Form of Payment. Any benefit payable under this Select
Employees Plan shall be payable at the same time, in the same form, and subject
to the same options, conditions, beneficiary designations, privileges and
restrictions (including Section 3.08 of the Retirement Plan and Trust) as
otherwise applicable to the New England Insurance Company Retirement Plan and
Trust.

          4.02. Amount of Benefits. The amount of any benefit payable to a
Participant hereunder shall be determined as the net result of (a) less (b),
where:

          (a)  equals the benefit which would be payable at the time and in the
               form provided in Section 4.01 hereof, by applying the benefit
               provisions of the New England Life Insurance Company Retirement
               Plan and Trust (including the offset for such Participant's
               Primary Insurance Amount as provided in Subsection 3.01(b)
               thereof), based upon such Participant's annual Compensation,
               determined without regard to the limitation of Section 6.05
               thereof, and further adjusted to include such Participant's
               Current Bonuses and Employer contributions to any plan for
               Participant-elective deferral of Compensation; and

          (b)  equals the amount of benefits which would be payable from the
               Supplemental Retirement Plan and the Retirement Plan and Trust
               after


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               offset for such Participant's Primary Insurance Amount as
               provided in Subsection 3.01(b) thereof,

where benefits are determined as payable at the same time and in the same form
as the benefit payable hereunder.

          4.03. Nonalienation of Participant's Benefits. Except as may be
required by any domestic relations order which the Committee determines to be a
qualified domestic relations order as defined in Section 414(p) of the Internal
Revenue Code of 1954, as amended, or as otherwise required by law, no amount
payable at any time during the life of the Participant under this Plan shall be
subject in any manner to alienation by anticipation, sale, transfer, assignment,
bankruptcy, pledge, attachment, charge, or encumbrance of any kind nor in any
manner be subject to the debts or liabilities of any person, and any attempt to
so alienate or subject any such amount, whether presently or thereafter payable,
shall be void. If any person shall attempt to, or shall, alienate, sell,
transfer, assign, pledge, attach, charge or otherwise encumber any amount
payable under this Plan, or any part thereof, or if by reason of his bankruptcy
or other event happening at any such time, such amount would be made subject to
her/his debts or liabilities or would otherwise not be enjoyed by her/him, then
the Committee, if it so elects, may direct that such amount be withheld and that
the same or any part thereof be paid or applied to or for the benefit of such
person, her/his spouse, or other dependents, or any of them, in such manner and
proportion as the Committee may deem proper.

                              V. ADMINISTRATION

          5.01. Power and Authority. The Committee shall have full power and
authority to construe, interpret and administer this Plan. All decisions, acts,
or interpretations of the Committee shall be final, conclusive, and binding upon
all parties. If any person objects to any such interpretation or action,
formally or informally, the expenses of the Committee and its agents and counsel
in connection with such objections shall be chargeable against any amounts
otherwise payable under the Plan to or on account of the Participant.

          5.02. Indemnification. No member of the committee shall be personally
liable by reason of any contract or other instrument executed by her/him or on
her/his behalf in her/his capacity as a member of the Committee nor for any
mistake of judgment made, and the Company shall indemnify and hold harmless each
member of the Committee and each other officer, employee, or director of the
Company to whom any duty or power relating to the administration or
interpretation of the Plan may be allocated or delegated, against any cost or
expense (including counsel fees) or liability (including any sum paid


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in settlement of a claim with the approval of the Board) arising out of any act
or omission to act in connection with Plan unless arising out of such person's
own fraud or bad faith.

          5.03. Facility of Payment. If the Committee shall find that any person
to whom any amount is payable under the Plan is unable to care for her/his
affairs because of illness or accident, or is a minor, or has died, then any
payment due her/his or her/his estate (unless a prior claim therefore has been
made by a duly appointed legal representative), may, if the Committee so directs
the Company, be paid to her/his spouse, a child, a relative, an institution
maintaining or having custody of such person, or any other person by the
Committee to be a proper recipient on behalf of such person otherwise entitled
to payment. Any such payment shall be a complete discharge of the liability of
the Committee and the Company therefore.

          5.04. Claims Procedure. Any person who thinks that she/he is entitled
to a benefit under the Plan shall have the right to file with The New England
Benefit Plan Administrative Committee (the "Committee") a written notice of
claim for such benefit.

          Within 60 days after its receipt of such written notice of the claim,
the Committee shall either grant or deny such claim provided, however, that any
delay on the part of the Committee in arriving at a decision shall not adversely
affect benefits payable under a granted claim. The Committee shall, upon denial,
provide to each claimant:

          (a)  The specific reasons for denial;

          (b) Specific reference to pertinent Plan provisions on which the
     denial is based;

          (c) A description of any additional material or information necessary
     for the claimant to perfect the claim and an explanation of why such
     material or information is necessary;

          (d) An explanation of the Plan's appeals procedure.

          5.05. Appeals Procedure. Each claimant shall have the right to appeal
the denial of a claim at any time within 75 days after the claimant receives
written notice of such denial by filing with the Committee a written notice of
appeal. The Committee shall afford the claimant or the claimants duly authorized
representative the opportunity:

          (a) to review documents pertinent to the claim;

          (b) to submit issues and comments in writing; and

          (c) to discuss such documents and issues with the Committee.


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          The final decision of the Committee shall be made promptly, and not
later than 60 days after its receipt from the claimant of a request for review,
unless special circumstances require an extension of time for processing, in
which case a decision shall be made as soon as possible, but not later than 120
days after receipt of a request for review. If such an extension of time is
required because of special circumstances, written notice of the extension shall
be furnished to the claimant prior to the commencement of the extension.

          The final decision shall be made in writing and shall include specific
reasons for the decision, written in a manner calculated to be understood by the
claimant, and specific references to the pertinent Plan provisions on which the
decision is based.

                        VI. AMENDMENT AND TERMINATION

          6.01. Amendment. The Company reserves the right at any time, and from
time to time, to amend the Plan by action of its Board of Directors. Further,
the Company may amend this Plan at any time by means of a written instrument
executed by the President of the Company, except that any such amendment or
group of amendments adopted on the same date with respect to the same plan shall
not increase or decrease the annual cost of contributions to the Company for
active plan participants and former plan participants by more than two million
dollars (exclusive of employee voluntary contributions under a qualified plan or
employee elective deferrals under a nonqualified plan). No such amendment shall:

          (a) decrease any interest of any Participant or Beneficiary existing
     immediately prior to such amendment, or

          (b) reduce the non-forfeitable portion of a Participant's Accrued
     Benefit existing immediately prior to such amendment.

          6.02. Termination. The Company reserves the right at any time to
terminate the Plan, and each other Employer which adopts this Plan reserves the
right to discontinue its participation in the Plan at any time.


                             VII. MISCELLANEOUS

          7.01. Unfunded Plan. This Plan is intended to constitute an unfunded
deferred compensation arrangement for a select group of management or highly
compensated employees.


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          7.02. No Right, Title or Interest in the Company's Assets. The
Participant shall have no right, title, or interest whatsoever in or to any
investments which the Company may make to aid it in meeting its obligations
under this Plan. Nothing contained in this Plan, and no action taken pursuant to
its provisions, shall create or be construed to create a trust of any kind, or a
fiduciary relationship between the Company and any eligible employee or any
other person. To the extent that any person acquires a right to receive payments
from the Company under this Plan, such right shall be no greater than the night
of an unsecured general creditor of the Company. All payments to be made
hereunder shall be paid from the general funds of the Company and no special or
separate fund shall be established and no segregation of assets shall be made to
assure payment of such amounts.

          7.03. No Right to Continued Employment or Award. Nothing contained in
this Plan shall give any employee the right to be retained in the employ of the
Company or affect the right of the Company to dismiss any employee. No eligible
employee shall receive any right to be granted an award hereunder nor shall any
such award be considered as compensation under any employee benefit plan of the
Company, except as otherwise determined by the Company.

          7.04. Governing Law. All rights under this Plan shall be governed by
and construed in accordance with the laws of the Commonwealth of Massachusetts.

IN WITNESS WHEREOF, THIS AMENDMENT AND RESTATEMENT OF THE NEW ENGLAND LIFE
INSURANCE COMPANY SELECT EMPLOYEES SUPPLEMENTAL RETIREMENT PLAN is executed on
behalf of the Company, this 7th day of February, 2000.

                                       NEW ENGLAND LIFE INSURANCE COMPANY

                                       By: /s/ James M.Benson
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                                       Attest: /s/
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