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                                                                   Exhibit 10.40



                     THE NEW ENGLAND LIFE INSURANCE COMPANY

              SENIOR EXECUTIVE NONQUALIFIED ELECTIVE DEFERRAL PLAN

                            Effective January 1, 1998
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                                Table of Contents


<TABLE>
<S>                                                                           <C>
PREAMBLE ..................................................................    1
ARTICLE I DEFINITIONS .....................................................    1
ARTICLE II PARTICIPATION ..................................................    4
   2.1. Eligible Class ....................................................    4
   2.2. Commencement of Participation .....................................    5
   2.3. Ongoing Participation .............................................    5
ARTICLE III PARTICIPANT DEFERRALS .........................................    5
   3.1. Pay Deferrals .....................................................    5
   3.2. Changes in Base Pay ...............................................    6
   3.3. Resumption of Deferrals ...........................................    7
   3.4. Crediting of Participant Deferrals ................................    7
   3.5. Impact on Other Benefits ..........................................    7
   3.6. Taxation ..........................................................    7
   3.7. Deemed Investment of Deferral .....................................    7
   3.8. Company Investments ...............................................    7
ARTICLE IV TRANSFER ACCOUNTS ..............................................    8
ARTICLE V VALUATION AND DISTRIBUTION OF ACCOUNTS ..........................    8
   5.1. Valuation of Accounts .............................................    8
   5.2. Forms and Amount of Distribution ..................................    8
   5.3. Time and Manner of Distribution Election ..........................    8
   5.4. Death Benefit .....................................................    9
   5.5. Termination of Employment .........................................    9
   5.6. Commencement of Payments ..........................................    9
   5.7. Payor .............................................................   10
ARTICLE VI ADMINISTRATION .................................................   10
ARTICLE VII FUNDING .......................................................   10
ARTICLE VIII AMENDMENT AND TERMINATION ....................................   11
ARTICLE IX GENERAL PROVISIONS .............................................   11
   9.1. Payment to Minors and Incompetents ................................   11
   9.2. No Contract .......................................................   11
   9.3. Use of Masculine and Feminine, Singular and Plural ................   11
   9.4. Non-Alienation of Benefits ........................................   11
   9.5. Protective Provisions .............................................   11
   9.6. Governing Law .....................................................   12
   9.7. Captions ..........................................................   12
   9.8. Claims for Benefits ...............................................   12
</TABLE>

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                                    PREAMBLE

          Effective January 1, 1998 New England Life Insurance Company hereby
establishes this non-qualified deferred compensation plan referred to as the New
England Life Insurance Company Senior Executive Non-qualified Elective Deferral
Plan (the "Plan").

          The purpose of this Plan is to enable Eligible Employees to electively
defer base and incentive pay on a non-qualified, tax-deferred basis. This Plan
shall be unfunded and maintained primarily 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 of 1974, as amended ("ERISA"). The Plan is
intended to be effective with respect to compensation earned and bonuses
approved after December 31, 1997.

          It is intended that funds accumulated under this Plan on a
Participant's behalf will be paid to such Participant at a specified future date
as described herein or upon disability or Termination of Employment. Upon the
Participant's death, his Account, if any, under the Plan will be paid in a lump
sum to his named Beneficiary.

          Accounts under the Plan may be credited with investment return that
corresponds to specific investment funds designated under the Plan, and the
Company may choose to set aside assets relating to Plan obligations in a Rabbi
Trust, the corpus of which will be available to the Company's creditors in the
event of bankruptcy. However, the Company is under no obligation to invest
deferrals made under the Plan or to set aside funds in a Rabbi Trust. In all
cases, the Company may elect to pay the benefits promised hereunder from general
assets.

          Notwithstanding the fact that the Company may set aside assets in
respect of its obligations under the Plan, the Plan is unfunded and the rights
of Participants and Beneficiaries are limited to those of a general, unsecured
creditor of the Company.

                                    ARTICLE I
                                   DEFINITIONS

          The following words and phrases when used in the Plan shall have the
following meanings, unless a different meaning is plainly required by the
context:

          "Account" means the undistributed credit balance of a Participant
under the Plan represented by his accumulated Base Pay Deferrals, his Short Term
Incentive Pay Deferrals and his Long Term Incentive Pay Deferrals, if
applicable, and investment earnings and losses credited to each under the terms
of the Plan.
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          "Annual Enrollment Period" means an annual period specified by the
Committee during which all Eligible Employees may elect to make pay deferral
elections for the following Plan Year.

          "Base Pay" means an Eligible Employee's regular salary from the
Company exclusive of any incentive compensation, extraordinary pay,
reimbursements of any kind and the value of any benefits provided by the
Company. Base Pay for purposes of this Plan will not reflect any reduction due
to an Eligible Employee's participation in a qualified cash or deferred
arrangement under Code Section 401(k) or a cafeteria plan described in Code
Section 125.

          "Base Pay Deferral" means a Participant's voluntary reduction in Base
Pay pursuant to Section 3.1 hereof.

          "Beneficiary" means the person, persons or trust designated by the
Participant or former Participant to receive benefits under the Plan in the
event of the Participant's death prior to the full distribution of his Account.
A Participant shall designate his Beneficiary or Beneficiaries in writing under
the specific procedures as shall be established by the Committee. A Participant
may change his Beneficiaries at any time by delivering written instructions to
the Committee. In the event a Participant dies without a valid designation of
Beneficiary in effect, such Participant's remaining Account shall be payable to
his spouse, or if the Participant is not married at the time of death, his
estate.

          "Board" or "Board of Directors" means the Board of Directors of New
England Life Insurance Company.

          "Code" means the Internal Revenue Code of 1986, as amended from time
to time and any regulations issued thereunder. Reference to any section of the
Code shall include any successor provision thereto.

          "Committee" means the Company's Benefit Plan Administration Committee
or such other person or persons designated by the Company to administer the Plan
in accordance with Article VI.

          "Company" means New England Mutual Life Insurance Company, New England
Life Insurance Company and their successor or successors.

          "Effective Date" means January 1, 1998.

          "Eligible Employee" means an employee of the Company who is included
in the eligible class described in Section 2.1.


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          "Investment Fund" means any fund specified by the Committee for the
hypothetical investment of Accounts as provided in Section 3.5. If, at the
Committee's discretion, pay deferrals under the Plan are actually invested in a
particular fund, such fund shall at all times remain part of the general assets
of the Company, and at the Company's discretion, may be deposited to a Rabbi
Trust.

          "Long Term Incentive Pay" means special pay for which an Eligible
Employee may be entitled (other than Short Term Incentive Pay or Base Pay) under
any Company long term bonus or incentive program designated by the Committee as
eligible under this Plan.

          "Long Term Incentive Pay Deferral" means a Participant's voluntary
deferral of Long Term Incentive Pay pursuant to Section 3.1(d) hereof.

          "Participant" means an Eligible Employee who is actively participating
in the Plan pursuant to Section 2.3 or an individual who is not making current
pay deferrals under the Plan, but who retains an Account under the Plan.

          "Plan" means the New England Life Insurance Company Home Office
Non-Qualified Elective Deferred Compensation Plan as set forth in this document
and as amended from time to time.

          "Plan Year" means each calendar year commencing January 1, 1998 and
thereafter.

          "Rabbi Trust" means a grantor trust of which the Company is treated as
the owner under Subpart E of Subchapter J of Chapter 1 of the Code, the assets
of which trust may be reached by the Company's general creditors and which may
be established by the Company for the accumulation and investment of Participant
pay deferrals under the Plan, the terms of said trust to be governed by a
separate written agreement.

          "Senior Officer" means an individual elected as a senior officer by
the Board of Directors of the Company.

          "Short Term Incentive Pay" means special pay to which an Eligible
Employee may be entitled (other than Base Pay or Long Term Incentive Pay) under
any Company short term bonus, hiring bonus or incentive program designated by
the Committee as eligible under this Plan.

          "Short Term Incentive Pay Deferral" means a Participant's voluntary
deferral of short term incentive pay, pursuant to Section 3.1(c) hereof.


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          "Termination of Employment" means any severance of the
employee/employer relationship between a Participant and the Company including
retirement, death, voluntary resignation or involuntary termination.

          "Valuation Date" means each December 31 and such other dates
established by the Committee from time to time at which date Account values,
including deemed investment earnings and losses, are credited for Plan record
keeping purposes.

                                   ARTICLE II
                                  PARTICIPATION

          2.1. Eligible Class. (a) Except as provided in (b) and (c) below, an
individual who is employed by the Company at its Home Office is an Eligible
Employee with respect to a particular Plan Year if he is within a select group
of management or highly compensated Employees within the meaning of Section
201(2), 301 (a)(3) and 401 (a)(1) of ERISA, as determined by the Committee (the
"Select Group") in its sole discretion and qualifies as an "Accredited Investor"
within the meaning of Rule 501 under the Securities Act of 1933 by meeting one
of the following requirements. He or she must be:

               (i) an "Executive Officer" of the Company. For purposes of this
          Section, an "Executive Officer" is defined as the President, any Vice
          President in charge of a principal business unit, division or
          function, any officer who performs a policy making function, or any
          other person who performs similar policy making functions for the
          Company, or

               (ii) a natural person who had an individual income in excess of
          $200,000, or joint income with his spouse in excess of $300,000, in
          each of the two most recent years and has a reasonable expectation of
          making that income level in the current year, or

               (iii) a natural person whose individual net worth, or joint net
          worth with his spouse, at the time of purchase, exceeds $1,000,000.

          (b) Notwithstanding any provision in the Plan to the contrary

               (i) under no circumstances will any Employee who is not within
          the Select Group, as determined by the Committee in its sole
          discretion, be eligible to participate in the Plan.

               (ii) an individual who would otherwise be eligible to make pay
          deferrals under the Plan shall nevertheless be considered ineligible
          if the Company requests


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          that he complete applications for life insurance in connection with
          Company investments related to this Plan and such individual refuses
          to do so.

          (c) If a newly hired individual is a Senior Officer, and otherwise
qualifies under this Section, such individual will be an Eligible Employee and
will be entitled to make a deferral election for the current Plan Year with
respect to pay not yet earned as provided in Sections 3.1(a) and 3.1(f)(iii).

          (d) The Committee, in its sole discretion, shall determine whether an
individual is an Eligible Employee for a Plan Year based on Sections 2.1(a),
2.1(b) and 2.1(c) above and administrative rules it may adopt.

          2.2. Commencement of Participation. Each Eligible Employee shall first
become a Participant as of the initial pay period for which he has a valid pay
deferral election in effect pursuant to Section 3.1.

          2.3. Ongoing Participation. (a) Each Eligible Employee who has a pay
deferral election in effect for a given Plan Year pursuant to Section 3.1 shall
be an active Participant under the Plan for such Plan Year. Active participation
shall end on the earliest of (i) the Employee's Termination of Employment, (ii)
the date on which the Participant has no pay deferral election in effect under
Section 3.1, or the date the Participant is no longer an Eligible Employee as
described under Section 2.1.

          (b) Each Participant who does not have a pay deferral election in
effect for a given calendar year pursuant to Section 3.1, but who has an Account
which is not fully distributed, shall be an inactive Participant until his
Account is fully distributed and shall be entitled to make hypothetical
investment elections pursuant to Section 3.5.

                                   ARTICLE III
                              PARTICIPANT DEFERRALS

          3.1. Pay Deferrals. (a) An Eligible Employee may authorize the Company
to defer a portion of his pay to the Plan under the rules and procedures
established under this Article III. Except as provided in (f)(iii) below,
written election of a pay deferral hereunder must be made by the Participant
prior to the calendar year for which such deferral is effective and must remain
in effect for the entire calendar year. Pay deferrals elected under this Section
3.1 shall apply to discrete calendar years and will not automatically renew from
year to year. Pay deferrals hereunder shall be irrevocable and all such
deferrals shall remain part of the general assets of the Company and, at the
Company's discretion, may be deposited to a Rabbi Trust.


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          (b) Base Pay Deferrals may be elected by an Eligible Employee in
accordance with the further provisions of this Section 3.1 in any whole
percentage up to 15% of such pay or in any specific dollar amount not to exceed
such 15%.

          (c) Short Term Incentive Pay Deferrals may be elected by an Eligible
Employee in accordance with the further provisions of this Section 3.1 in any
25% increment of such pay (25%, 50%, 75% or 100%) or in any specific dollar
amount subject to the minimum amount described in (e) below.

          (d) Long Term Incentive Deferrals may be elected by an Eligible
Employee in accordance with the further provisions of this Section 3.1 in any
25% increment of such pay (25%, 50%, 75% or 100%) or in any specific dollar
amount subject to the minimum amount described in (e) below.

          (e) Deferrals under (b), (c) and (d) above are each subject to an
annual minimum of $2,500 or such other amount set by the Committee from time to
time.

          (f) (i) Pay deferral elections hereunder shall be tendered in writing
          on forms prescribed by the Committee.

               (ii) Ongoing elections are permitted once each calendar year
          during the Annual Enrollment Period with respect to compensation that
          will be earned in the immediately following calendar year.

               (iii) A special one-time election is permitted in the year an
          Eligible Employee is first hired. This election is available with
          respect to Base Pay and Short Term Incentive Pay that will be earned
          in the calendar year of hire after the pay deferral election is made.
          Such election must be made in writing within 30 days of the date the
          individual's eligibility is established by the Committee. The special
          election hereunder will be effective with respect only to pay which
          has yet to be earned.

          (g) The Committee may establish other rules and procedures which shall
govern the election of pay deferrals under this Section 3.1, including whatever
actions it deems necessary to ensure that the plan is entitled to exemption from
registration under the securities law. Such rules and procedures shall be
binding upon all Participants.

          3.2. Changes in Base Pay. If the Participant elects to defer a
percentage of Base Pay, the percentage of such pay designated by the Participant
shall continue in effect for the entire calendar year to which the election
applies, notwithstanding any change in such pay during such year.


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          3.3. Resumption of Deferrals. A Participant who has no current pay
deferral election in effect may make a pay deferral election during the Annual
Enrollment Period if he is then an Eligible Employee. Such pay deferral election
will be effective as of the calendar year immediately following such Annual
Enrollment Period. All such pay deferrals will be credited to the Participant's
existing Plan Account and are subject to the initial distribution mode elected
by the Participant under Section 5.3(a), except as provided in Section 5.3(b).

          3.4. Crediting of Participant Deferrals. Participant pay deferrals
will be retained by the Company and credited to such Participant's Account
within a reasonable time after the period during which such amount would have
otherwise been payable to the Participant had no deferral election in effect.

          3.5. Impact on Other Benefits. Participation in this plan will not
affect the amount of a participant's life insurance, AD&D, disability benefits
or 401k match. Any reduction in a Company Profit Sharing Contribution or pension
benefit from the Home Office Retirement Plan due to participation in this plan
will be provided through the Select Employees Supplemental Retirement Plan and
Profit Sharing Plan.

          3.6. Taxation. Deferrals under this plan are subject to then
applicable rules of taxation. Any taxes owing will be deducted from base salary
pursuant to rules established by the Plan Committee.

          3.7. Deemed Investment of Deferral. Pay deferrals shall be deemed to
be invested at the Participant's election in one or more Investment Funds
offered under the Plan, but such election shall not be binding upon the
Committee (or the Trustee if a Rabbi Trust is established) with respect to any
actual investments. The terms, conditions and procedures under which a
Participant may elect to hypothetically invest his Account hereunder shall be
specified by the Committee, in its sole discretion, from time to time.
Investment income or losses credited to such account as of any Valuation Date
shall reflect the actual experience (plus or minus .25% as determined by the
Committee) of the funds which correspond to those in which the Participant's
Account is deemed to be invested. The Committee will set rules governing
Participant's elections with respect to the various Investment Funds including,
but not limited to, the timing of deemed transfers between and among funds, the
frequency of fund exchange privileges and liquidation procedures required for
Plan distributions.

          3.8. Company Investments. The Company, in its sole discretion, shall
decide whether or not to underwrite its obligations under the Plan by actually
investing pay deferrals. If the Company decides to invest pay deferrals made
under the Plan, Participants and Beneficiaries shall have no interest (other
than that of an unsecured general creditor), in such actual investments even if
they correspond to Investment Funds.


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Any investment the Company makes in connection with the Plan shall at all times
remain part of the general assets of the Company whether or not held in a Rabbi
Trust.

                                   ARTICLE IV
                                TRANSFER ACCOUNTS

          Under procedures to be established by the Committee, the non-qualified
deferred compensation of a Participant under any other non-qualified deferred
compensation program sponsored by the Company may be transferred by the Company
to this Plan. Any such transferred amount shall be subject to all of the terms
and conditions of this Plan.

                                    ARTICLE V
                     VALUATION AND DISTRIBUTION OF ACCOUNTS

          5.1. Valuation of Accounts. A Participant's Account shall be valued as
of each Valuation Date under procedures established by the Committee.

          5.2. Forms and Amount of Distribution. A Participant's election of a
distribution form shall apply to his entire Account. Forms of payment available
under the Plan are:

          (a) A full lump sum on a specified commencement date equal to the
     Account value as of the Valuation Date immediately preceding payment; or

          (b) Five, ten or fifteen annual installments beginning on a specified
     commencement date, subject to a minimum Account of $10,000 when payments
     first begin. Annual installments shall be equal to the Account balance on
     the Valuation Date immediately preceding first payment (and each
     anniversary thereof during the installment period) divided by the remaining
     number of years in the elected installment period. If a Participant elects
     an annual installment method of payment, the undistributed portion of his
     Account will continue to be hypothetically invested in accordance with the
     Participant's ongoing election(s) under Section 3.5.

          5.3. Time and Manner of Distribution Election. (a) At the time of an
Eligible Employee's initial enrollment in the Plan, such individual shall be
required to make a written election indicating the date distribution of his Plan
Account will commence and the form of payment. This election will be binding and
apply to all pay deferrals made under the Plan except as provided under (b) and
(c) below.


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The Participant's election shall be either (i) or (ii), as follows:

               (i) payment beginning at the later of a specified date or
     Termination of Employment; or

               (ii) payment at the earlier of a specified date or Termination of
     Employment.

          (b) A Participant will have one opportunity to change his initial
election regarding the commencement date and form of distribution of his
Account, as follows. At least 12 months prior to the date his Account would
otherwise commence to be paid (or such shorter period as the Committee, in its
sole discretion, may permit), the Participant may elect to postpone commencement
to a later specified date and specify a different form of payment under
procedures established by the Committee.

          (c) In the event a Participant becomes disabled and would be
considered eligible for benefits under the Company's long-term disability plan,
the Committee, in its sole discretion, may approve an early distribution of the
Participant's Account. Such distribution will occur before the date elected by
the Participant under Section 5.3(a).

          5.4. Death Benefit. Upon the Participant's death prior to the full
distribution of his Account, the remaining Account shall be payable to his named
Beneficiary(ies) in one lump sum or in another form permitted by the Committee
on an exception basis as requested by a Beneficiary. Such payment will be made
as soon as practicable under procedures established by the Committee.

          5.5. Termination of Employment. Following a Participant's Termination
of Employment, the Participant's Account will either:

          (a) remain under the Plan and continue to be subject to the
     Participant's hypothetical investment elections under Section 3.5 in the
     case of a Participant who elected a specific distribution date which is
     later than the Termination of Employment date; or

          (b) begin to be distributed as provided in Section 5.6 if, pursuant to
     Section 5.3, the Participant had previously elected payments to commence
     upon Termination of Employment.

          5.6. Commencement of Payments. (a) If a Participant elected to have
his Account distributed upon Termination of Employment, payment shall begin
within 60 days of such termination or as soon as practicable thereafter.


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          (b) If a Participant elected to have his Account distributed on a
specific date, payment shall begin as of the first payroll cycle after such
specified date or as soon as practicable thereafter.

          5.7. Payor. The Company may directly make payments due under the Plan
to Participants and Beneficiaries or it may delegate responsibility for such
payments to a third party such as the trustee of a Rabbi Trust.

                                   ARTICLE VI
                                 ADMINISTRATION

          This Plan shall be administered by the Company through the Committee.
The Committee shall have full discretion to interpret and administer this Plan
and its decision in any matter involving the interpretation and application of
this Plan shall be final and binding on all parties. The Company and the
Committee (and the trustee of any Rabbi Trust) shall have no fiduciary duties of
any nature under, or in connection with, the Plan.

                                   ARTICLE VII
                                     FUNDING

          This Plan is unfunded. Benefits under this Plan will be paid, at the
discretion of the Company, from the Company's general assets (including, but not
limited to, any Investment Funds) and/or from assets (including, but not limited
to, any Investment Funds) held under a Rabbi Trust. As required by law to
achieve tax deferral to the date payment of an Account is made, the rights of a
Participant or Beneficiary are those of an unsecured general creditor of the
Company.

          Participants and their Beneficiaries, heirs, successors, and assigns
shall have no legal or equitable rights, claims, or interests in any specific
property or assets of the Company, nor shall they be beneficiaries of, or have
any rights, claims, or interests in any life insurance policies, annuity
contracts, or the proceeds therefrom owned or which may be acquired by the
Company ("Policies"). Such Policies or other assets of the Company shall not be
held under any trust for the benefit of Participants, their Beneficiaries,
heirs, successors, or assigns (other than under a Rabbi Trust established to
assist the Company in meeting its obligations hereunder and the assets of which
are available to general creditors if the Company becomes insolvent), or held as
collateral security for the fulfilling of the obligations of the Company under
this Plan. Any and all of the Company's assets and Policies shall be, and
remain, the general, unpledged, unrestricted assets of the Company. The
Company's obligation under the Plan shall be merely that of an unfunded and
unsecured promise of the Company to pay money in the future.


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                                  ARTICLE VIII
                            AMENDMENT AND TERMINATION

          The Company reserves the right to amend, modify, suspend or terminate
this Plan in whole or in part at any time by action of its Board or by a written
instrument executed by a duly authorized officer of the Company. No amendment
shall reduce the Account credited to a Participant under this Plan as of the
amendment date, except to the extent that the Participant agrees in writing to
such reduction.

                                   ARTICLE IX
                               GENERAL PROVISIONS

          9.1. Payment to Minors and Incompetents. If any Participant or
Beneficiary entitled to receive any benefits hereunder is a minor or is deemed
by the Committee or is adjudged to be legally incapable of giving valid receipt
and discharge for such benefits, they will be paid to such person or institution
as the Committee may designate or to the duly appointed guardian. Such payment
shall, to the extent made, be deemed a complete discharge of any such payment
under the Plan.

          9.2. No Contract. This Plan shall not be deemed a contract of
employment with any Participant, nor shall any provision of the Plan affect the
right of the Company or any affiliated employer to terminate a Participant's
employment.

          9.3. Use of Masculine and Feminine, Singular and Plural. Wherever used
in this Plan, the masculine gender will include the feminine gender and the
singular will include the plural, unless the context indicates otherwise.

          9.4. Non-Alienation of Benefits. No amount payable to, or held under
the Plan for the account of, any Participant or Beneficiary shall be subject in
any manner to anticipation, alienation, sale, transfer, assignment, pledge,
encumbrance, or charge, and any attempt to so anticipate, alienate, sell,
transfer, assign, pledge, encumber, or charge the same shall be void; nor shall
any amount payable to, or held under the Plan for the account of, any
Participant be in any manner liable for his debts, contracts, liabilities,
engagements, or torts, or be subject to any legal process to levy upon or
attach.

          9.5. Protective Provisions. Each participant shall cooperate with the
Company by furnishing any and all information requested by the Company in order
to facilitate the payment of benefits hereunder, taking such physical
examinations as the Company may deem necessary and taking such other relevant
action as may be requested by the Company. If a Participant refuses to
cooperate, the Company shall have no further obligation to the Participant under
the Plan, other than payment to such Participant of the cumulative deferrals of
base and incentive pay heretofore made pursuant to this plan.


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          9.6. Governing Law. The provisions of the Plan shall be interpreted,
construed, and administered in accordance with the laws of the Commonwealth of
Massachusetts, except to the extent federal law (including, but not limited to,
ERISA) applies. ERISA shall govern all issues and matters relating to the Plan
and shall preempt all state laws (including those of Massachusetts) relating to
the Plan.

          9.7. Captions.. The captions contained in the Plan are inserted only
as a matter of convenience and for reference and in no way define, limit,
enlarge, or describe the scope or intent of the Plan nor in any way affect the
construction of any provision of the Plan.

          9.8. Claims for Benefits. If a written request by a Participant or
Beneficiary for the payment of any benefits hereunder has been rejected by the
Committee, then the Committee shall within a reasonable period of time notify
the Participant of such rejection in writing setting forth the specific reasons
for such rejection. Such written explanation shall be written in a manner
calculated to be understood by the Participant. The Committee shall afford any
Participant whose claim for benefits has been rejected a reasonable opportunity
for review of such claim under procedures consistent with the Employee
Retirement Income Security Act of 1974.

EXECUTED this __________________ day of ___________________________, 1997 by the
Company's duly empowered officer.

                                            New England Life Insurance Company

ATTEST ________________________             ____________________________________
                                             Signature

                                            ____________________________________
                                             Title

                                            ____________________________________
                                             Date


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