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                                                                   Exhibit 10.41

           NEW ENGLAND FINANCIAL (NEF) LONG-TERM INCENTIVE PLAN (LTI)
                                 Plan Document

OBJECTIVE: To reward long term growth and value creation.

TIME HORIZON: Performance is measured over three year periods. Each year is the
first year of a new three year performance cycle. Grants may be made annually
under the Plan for successive three year cycles.

ELIGIBILITY: Selected senior officers and managing partners. The CEO will
recommend selected officers and managing partners to participate in the Plan,
subject to the approval of the Personnel Committee of the Board.

INCENTIVE POTENTIAL: The target incentive potential for a participant will be
based on competitive compensation data for similar jobs at comparator
companies. The actual incentive potential for a participant will vary around
target based on the CEO's assessment performance and level of impact on future
company performance over the ensuing three year period. The actual incentive
potential for a participant may be expressed as a percentage of base salary or
in cash units as described below. Managing partners may be awarded units based
on the performance of their agency relative to the performance of other NEF
agencies; which performance will be measured on selected pre-established
criteria.

TARGET AWARD POOL: The total Target Award Pool will be the sum of the
individual target awards. For purposes of continuity with prior grants, the CEO
may elect to denominate this pool in a stipulated number of cash units with a
targeted unit value, the sum of which will not exceed the total Target Award
Pool. These units may represent a pre-established share expressed in basis
points of the equity growth of NEF over a three year performance cycle as
defined below.

LONG TERM VALUE MEASURE: For purposes of this Plan, long-term performance will
be measured using the following criteria:

A.)  for grants made before 1/1/98, equity growth, defined as growth in the sum
     of: GAAP surplus, plus the present value of future profits on in-force
     business over a three year performance cycle, or

B.)  for grants made after 1/1/98, benchmarked business results for earnings
     and sales growth across the three year period. Earnings are assessed
     against benchmarked return on equity measures, and sales growth against
     benchmarked rate of growth measures. The weight of each measure is
     established at the beginning of the three year performance period.

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PERFORMANCE ASSESSMENT: LTI performance targets consistent with the criteria
described above, and integrated with the company's three year business plan will
be established. At the completion of the three year performance period, the
Personnel Committee, with input from management, will assess performance versus
plan taking into account the broader issues of changes in the economic,
business, and regulatory environments. The Committee will exercise discretion
based on the guidelines shown below in interpreting performance and in
determining an LTI performance percentage which may vary form 0 to 200%; this
factor will be applied to the targeted unit value or the actual incentive
potential expressed as a percentage of base salary, to determine the earned
incentive amount payable to participants under the Plan.

EARNED INCENTIVE GUIDELINES: target unit value will be referenced below,
however, if applicable, actual incentive potential expressed as a percentage of
base salary may be substituted for target unit value.

     -   Achievement of plan = between 100% and 150% X target unit value.
         (Business plan goals are generally "stretch targets" and are intended
         to represent a degree of difficulty above the benchmarked median.
         Benchmarked competitive data will be considered in calibrating
         incentive guidelines.)

     -   Performance above plan = Up to 200% X target unit value.

     -   Performance below plan = between 0 and 100% X target unit value.

BOARD DISCRETION: The Board may interpret, amend or terminate the Plan, and may
delegate administration of the Plan to the Personnel Committee. This is a
discretionary management incentive plan and does not constitute an employment
contract or a contract to pay any specific amount.

LTI PAYOUT: At the end of each three year plan cycle, 100% of the earned
incentive amount for that performance period will be paid in cash to each
participant. To be eligible to receive a payout, participants must be active
employees or, if applicable, managing partners in good standing, at the time of
payout. Under established procedures, all or a portion of this payment may be
deferred at the participant's election, under the terms of the applicable
non-qualified elective deferral plan.

TERMINATION OF EMPLOYMENT: If a plan participant leaves employment of their own
volition, any amounts payable under the Plan are forfeited. If a participant's
employment is terminated by the company other than for cause (as defined), or in
the event of retirement, or permanent disability (as defined) the participant
will have a time pro-ration percentage, based on the number of months of active
employment during the three year performance cycle, applied to the earned
incentive amount as determined at the end of the third year of the applicable
performance cycle.