Executive Employment Agreement - New England Life Insurance Co. and James M. Benson


                         EXECUTIVE EMPLOYMENT AGREEMENT

     This EXECUTIVE EMPLOYMENT AGREEMENT (this "Agreement") is entered into and
made effective as of the 16th day of June, 1997 (the "Effective Date"), by and
between New England Life Insurance Company (the "Company") and James M. Benson
(the "Executive").

     The Company desires to engage the services of the Executive as its
President and Chief Operating Officer, and the Executive desires to accept such
engagement, on the terms and subject to the conditions hereinafter set forth.

     In consideration of the mutual promises, terms, provisions and conditions
set forth in this Agreement and for other good and valuable consideration, the
receipt and sufficiency of which is hereby acknowledged, the parties hereby
agree as follows:

     1. Employment. Subject to the terms and conditions set forth in this
Agreement, the Company hereby employs the Executive and the Executive hereby
accepts employment by the Company.

     2. Term. Subject to earlier termination as hereinafter provided, the
Executive's employment hereunder shall be for a term of three (3) years,
commencing on the Effective Date. This Agreement may be extended or renewed only
by written agreement of the Executive and an expressly authorized representative
of the Board of Directors of the Company (the "Board").

     3. Capacity and Performance.

         a. During the term hereof, the Executive shall initially serve the
Company as its President and Chief Operating Officer and thereafter, within
eighteen (18) months of the Effective Date, shall be appointed Chief Executive
Officer of the Company. As President and Chief Operating Officer, the Executive
will report to the Company's Chief Executive Officer. Thereafter, as Chief
Executive Officer of the Company, the Executive will report to the Board of
Directors of the Company and to the President and Chief Operating Officer (or an
officer of higher status) of Metropolitan Life Insurance Company of New York.

         b. As President, Chief Operating Officer and, thereafter, as Chief
Executive Officer of the Company, the Executive shall perform such assignments
and have such duties and authorities as are appropriate to his position(s), and
shall perform such assignments and have such other related duties as may
reasonably be assigned, delegated, designated or modified from time to time by
those to whom he reports and by the Board or its Chairman. The Executive's
duties shall include, without limitation, overall operational responsibility for
all Company business, including the oversight of sales, marketing, promotion,
strategic planning and development for the Company's business; provided,

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however, it is understood and agreed that, during the Executive's employment as
Chief Operating Officer, Robert A. Shafto shall retain responsibility for the
Company's Full Financial Services Firm and Electronic Commerce Projects.

         c. The Executive shall be recommended for appointment to the Company's
Board as soon as may be practicable, but in no event later than the next
scheduled meeting of the Board.

         d. During the term hereof, the Executive shall devote his full business
time and his best efforts, business judgment, skill and knowledge exclusively to
the advancement of the business and interests of the Company and its Affiliates
and to the discharge of his duties and responsibilities hereunder, except that
the Executive may devote a reasonable amount of time to charitable endeavors and
to personal affairs and, subject to the approval of the Board, may serve on the
boards of directors of other corporations, trade associations or charitable
organizations, to the extent that such exceptions do not interfere with the
Executive's responsibilities to the Company and its Affiliates. The Executive
shall not engage in any other business activity during the term hereof, except
as may be approved in advance by the Board. As used in this Agreement,
"Affiliates" means all persons and entities directly or indirectly controlling,
controlled by or under common control with the Company, where control may be by
management authority, equity interest or otherwise.

     4. Compensation and Benefits. As compensation for all services performed by
the Executive under and during the term hereof and subject to performance of the
Executive's duties and of the obligations of the Executive to the Company and
its Affiliates:

         a. Base Salary. During the term hereof, the Company shall pay the
Executive a base salary (the "Base Salary") at the rate of not less than Five
Hundred Thousand Dollars ($500,000) per annum, payable in accordance with the
Company's regular payroll practices, such Base Salary to be increased in an
amount determined by the Board in its discretion upon the Executive's
appointment as Chief Executive Officer.

         b. Signing Bonus. Within thirty (30) days following the Effective Date,
the Executive will receive from the Company a one-time signing bonus of Three
Hundred Thousand Dollars ($300,000).

         c. Bonus Compensation. During the term hereof, the Executive shall be
entitled to participate in the Company's short-term incentive compensation plan
and long-term incentive compensation plan, each as in effect from time to time.
Except as otherwise expressly provided herein, the Executive's participation in
the Company's short-term and long-term incentive compensation plans shall be
subject to (A) the terms of the applicable plan documents, (B) generally
applicable policies of the Company, and (C) the discretion of the Board or any
committee of the Board provided for in or contemplated by such plans. The
Executive understands and agrees that the Company may amend, replace or
terminate any or


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all of its incentive compensation plans from time to time in the sole discretion
of the Board and that nothing contained herein shall obligate the Company to
continue any such plan or any term thereof; provided, however, that amendment,
replacement or termination of one or all of the plans shall not affect the
Executive's right to receive not less than the guaranteed minimum bonuses set
forth below during his employment under this Agreement. The Executive shall be
entitled to receive, for the plan year in which termination of his employment
occurs, a bonus under any incentive compensation plan in which he is then a
participant, pro-rated to the date of termination and calculated as if his
target bonus under that plan had been met, provided that termination occurs
pursuant to Section 6.a., Section 6.b, Section 6.d or 6.f hereof.

     It is agreed that the Executive's target bonus under the short-term
incentive plan shall be equal to the target bonus of the Company's Chief
Executive Officer (the "CEO") under that plan, expressed as a percentage of base
salary, and that, for purposes of the Executive's participation in the
short-term incentive plan in calendar year 1997, the Executive shall be treated
as if he had been employed by the Company as of January 1,1997. Provided that he
is employed hereunder at the time the 1997 short-term incentive compensation
bonus is payable to executives of the Company generally, the Executive shall be
guaranteed a minimum short-term incentive bonus of Three Hundred Thousand
Dollars ($300,000) for calendar year 1997, payable in 1998; provided, however,
that in the event the Executive's short-term bonus compensation, calculated in
accordance with the terms of the Company's short-term incentive compensation
plan, exceeds his guaranteed minimum short-term incentive bonus hereunder for
calendar year 1997, the Executive shall be entitled to the higher short-term
incentive bonus for that year.

     It is agreed that the Executive's target bonus under the Company's
long-term incentive plan, (i) shall be one-third of the CEO's target bonus for
the three-year performance cycle of 1995, 1996 and 1997, expressed as a
percentage of base salary; (ii) shall be two-thirds of the CEO's target bonus
for the three-year performance cycle of 1996, 1997 and 1998, expressed as a
percentage of base salary; and (iii) shall be equal to the CEO's target bonus
for the three-year performance cycle of 1997, 1998 and 1999, expressed as a
percentage of base salary. Provided that he is employed hereunder on the last
day of the performance cycle for the following long-term incentive compensation
bonuses, the Executive shall be guaranteed a minimum long-term incentive bonus
of Three Hundred Thousand Dollars ($300,000) for the three-year performance
cycle of 1995, 1996 and 1997, payable in 1998, and a minimum bonus of Four
Hundred Thousand Dollars ($400,000) for the three-year performance cycle of
1996, 1997 and 1998, payable in 1999; provided, however, in the event the
Executive's long-term bonus compensation, calculated in accordance with the
terms of the Company's long-term incentive plan, exceeds his guaranteed minimum
bonus payable in 1998 and/or 1999, the Executive shall be entitled to the higher
long-term incentive bonus for such year(s).








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         d. Employee Benefits.

               i.   Retirement Plans. During the term hereof, the Executive
                    shall participate in The New England Retirement Plan & Trust, an ERISA-qualified pension plan, The New England
                    Profit Sharing Plan and The New England Profit Sharing Plan
                    and Trust (the Company's 401(k) savings and profit-sharing
                    plan), as well as The New England Supplemental Retirement
                    Plan, The New England Select Employees Supplemental
                    Retirement Plan, The New England Select Employees
                    Supplemental Profit Sharing Plan and Home Office
                    Non-Qualified Elective Deferral Plan (nonqualified
                    supplemental executive retirement plans), all as may be in
                    effect from time to time. Such participation shall be
                    subject to (A) the terms of the applicable plan documents,
                    (B) generally applicable policies of the Company, and (C)
                    the discretion of the plan administrators provided for in or
                    contemplated by such plan(s).

               ii.  Individual Retirement Arrangement. In addition to any
                    entitlements the Executive may otherwise have under the
                    Company's qualified and non-qualified retirement plans
                    described in subsection i directly above, the Company
                    guarantees the Executive an enhanced pension benefit of Four
                    Hundred Thousand Dollars ($400,000) per annum, payable as a
                    twenty (20) year continuous and certain annuity starting at
                    age 62, subject to the vesting requirements set forth
                    herein. During the term hereof, the Executive shall vest in
                    this non-qualified benefit at the rate of Ten Percent (10%)
                    per annum. In the event the Company terminates the
                    Executive's employment in accordance with Section 6.d hereof
                    or the Executive terminates his employment for "Good Reason"
                    in accordance with Section 6.f hereof, the Executive's
                    vesting in the enhanced pension benefit will be
                    retroactively accelerated at the rate of an additional Ten
                    Percent (10%) per year of service. In the event of a final
                    partial year of service, the Executive shall be vested for
                    such year on a pro-rated basis to the date of termination.
                    Notwithstanding expiration of the term of this Agreement,
                    this Section 4.d.ii shall continue in effect throughout the
                    Executive's employment with the Company.

               iii. Health and Welfare Plans. During the term hereof and subject
                    to any contribution therefor generally required of employees
                    of the Company, the Executive shall be entitled to
                    participate in any and




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                    all employee benefit plans from time to time in effect for
                    employees of the Company generally, except to the extent
                    such plans are in a category of benefit (such as severance
                    pay) otherwise provided to the Executive hereunder.
                    Participation in such plans (including without limitation
                    any post-retirement medical, dental or life insurance plan)
                    shall be subject to (1) the terms of the applicable plan
                    documents, (2) generally applicable Company policies and (3)
                    the discretion of the plan administrators provided for in or
                    contemplated by such plan. The Company may alter, modify,
                    add to or delete its employee benefit plans and its
                    retirement plans set forth in subsection i hereof at any
                    time as it, in its sole discretion, determines to be
                    appropriate, without recourse by the Executive.

               iv.  Vacation and Leave. The Executive will be entitled to five
                    (5) weeks of paid vacation per calendar year, to be taken at
                    such times and at such intervals as shall be determined by
                    the Executive, subject to the reasonable business needs of
                    the Company. In addition, the Executive shall be entitled to
                    sick leave and paid holidays, consistent with the terms of
                    applicable Company policies, as in effect from time to time.

               v.   Relocation. The Executive is expected to relocate from
                    Connecticut to Massachusetts promptly following the
                    Effective Date. In that connection, the Company will
                    reimburse the Executive his reasonable relocation expenses
                    in accordance with the Company's policy, subject to such
                    substantiation and documentation as the Company may
                    reasonably require. The Company will also give consideration
                    to any additional reasonable relocation expenses which are
                    unique to the Executive's circumstances.

               vi.  Business Expenses. Subject to such policies regarding
                    expenses and expense reimbursement as may be adopted from
                    time to time by the Company and compliance therewith by the
                    Executive, the Company shall pay or reimburse the Executive
                    for all reasonable business expenses incurred or paid by the
                    Executive in the performance of his duties and
                    responsibilities hereunder, subject to any maximum annual
                    limit and other restrictions on such expenses as may be set
                    by the Board and further subject to such reasonable
                    substantiation and documentation as may be specified by the
                    Company from time to time.


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     5. Indemnification. The Company shall indemnify and hold the Executive
harmless, to the maximum extent permitted by applicable law, from and against
any claim, loss or cause of action arising from or out of the Executive's
performance as an officer, director or employee of the Company or any of its
Affiliates or in any other capacity, including serving as a fiduciary, in which
the Executive serves at the request of, or for the benefit of, the Company.
During the term of this Agreement and for six years thereafter (or, if less,
throughout the period of any applicable statute of limitations), the Company
shall maintain directors and officers liability insurance which shall cover the
Executive, unless the Board shall determine that such insurance cannot be
maintained at commercially reasonable rates.

     6. Termination of Employment and Severance Payments. Notwithstanding
anything to the contrary contained in this Agreement, the Executive's employment
hereunder shall terminate during the term of this Agreement under the following
circumstances:

         a. Death. In the event of the Executive's death during the term hereof,
the Executive's employment shall immediately and automatically terminate. In
such event, the Company shall pay to the Executive's designated beneficiary or,
if no beneficiary has been designated by the Executive, to his estate: (i) any
earned and unpaid Base Salary, prorated through the date of the Executive's
death; (ii) bonus compensation to which the Executive is entitled in accordance
with Section 4.c hereof, prorated to the date of the Executive's death; (iii)
reimbursement in accordance with Section 4.d.v for any business expenses for
which the Executive has not yet been reimbursed and (iv) if the Executive's
eligible dependents elect continuation of their participation under the
Company's group medical and/or dental plan under the federal law known as
"COBRA", the Company will pay the frill premium cost of such participation for a
period of twelve (12) months following the date of the Executive's death or
until the dependent ceases to be eligible for participation under COBRA,
whichever is less.

          b. Disability.

               i.   The Company may terminate the Executive's employment
                    hereunder, upon notice to the Executive, in the event that
                    the Executive becomes disabled during his employment through
                    any illness, injury, accident or condition of either a
                    physical or psychological nature and, as a result, is unable
                    to perform substantially all of his duties and
                    responsibilities hereunder for one hundred and eighty (180)
                    days during any period of three hundred and sixty-five (365)
                    consecutive calendar days. In such event, the Company shall
                    pay the Executive the following: (a) any earned and unpaid
                    Base Salary, prorated through the date of termination; (b)
                    bonus compensation to which the Executive is entitled in
                    accordance with Section 4.c hereof, prorated to the



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                    date of termination; (c) reimbursement in accordance with
                    Section 4.d.v. for any business expenses for which the
                    Executive has not yet been reimbursed; and (d) if the
                    Executive and/or his eligible dependents elect continuation
                    of their participation under the Company's group medical
                    and/or dental plan under COBRA, the Company will pay the
                    full premium cost of such participation for a period of
                    twelve (12) months following the date of termination of the
                    Executive's employment or until the Executive or the
                    dependent ceases to be eligible for participation under
                    COBRA, whichever is less.

               ii.  The Board may designate another employee to act in the
                    Executive's place during any period of the Executive's
                    disability. Notwithstanding any such designation, the
                    Executive shall continue to receive the Base Salary in
                    accordance with Section 4.a hereof and shall continue to
                    participate in the Company's benefit plans in accordance
                    with Section 4.d hereof to the extent permitted by the
                    then-current terms of the applicable benefit plans, until
                    the Executive becomes eligible for disability income
                    benefits under any disability plan provided to the Executive
                    by the Company or until the termination of his employment,
                    whichever shall first occur.

               iii. If any question shall arise as to whether during any period
                    the Executive is disabled through any illness, injury,
                    accident or condition of either a physical or psychological
                    nature so as to be unable to perform substantially all of
                    his duties and responsibilities hereunder, the Executive
                    may, and at the request of the Company shall, submit to a
                    medical examination by a physician selected by the Company
                    to whom the Executive or his duly appointed guardian, if
                    any, has no reasonable objection to determine whether the
                    Executive is so disabled, and such determination shall for
                    purposes of this Agreement be conclusive of the issue. If
                    such question shall arise and the Executive shall fail to
                    submit to such a medical examination, the Company's
                    determination of the issue shall be binding on the
                    Executive.

         c. By the Company for Cause. The Company may terminate the Executive's
employment hereunder for Cause at any time upon notice to the Executive setting
forth in reasonable detail the nature of such Cause. The following, as
determined by the Board in its reasonable judgment, shall constitute Cause for
termination:




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                    willful gross neglect in the performance of the Executive's
                    duties and responsibilities to the Company and its
                    Affiliates as described in Section 3 hereof (other than a
                    failure resulting from disability); or

               ii.  the engaging of the Executive in the misappropriation of
                    funds, properties or assets of the Company of any of its
                    Affiliates, intentional tort(s), fraud or other material
                    dishonesty with respect to the Company or any of its
                    Affiliates, or other willful gross misconduct that is
                    reasonably likely to be materially harmful to the business,
                    interests or reputation of the Company or any of its
                    Affiliates; or

               iii. the Executive's conviction of a crime constituting a felony,
                    including the entry of a plea of guilty or no contest by the
                    Executive to a charge of a crime constituting a felony; or

               iv.  material breach by the Executive of any of the restrictive
                    covenants contained in Section 8 or 9 hereof.

Upon the giving of notice of termination of the Executive's employment hereunder
for Cause, the Company shall have no further obligation or liability to the
Executive nor to his beneficiary or estate, other than for Base Salary earned
and unpaid to the date of termination and reimbursement in accordance with
Section 4.d.v for any business expenses for which the Executive has not yet been
reimbursed.

         d. By the Company Other Than for Cause. The Company may terminate the
Executive's employment hereunder other than for Cause at any time upon notice to
the Executive. In the event of such termination, then, within forty-five (45)
days following the effective date of the Executive's termination, the Company
shall pay the Executive a single lump sum amount equal to the sum of two years'
Base Salary at the rate in effect on the date of termination plus two times the
Executive's target bonus under the Company's short-term incentive compensation
plan; provided, however, that the Company's obligations to make payments
hereunder are conditioned on the Executive's execution of a general release in
favor of the Company in such form as the Company shall specify. In addition to
the foregoing, the Company shall pay the Executive any Base Salary earned and
unpaid, prorated through the date of termination and any bonus compensation to
which the Executive is entitled in accordance with Section 4.c hereof, prorated
to the date of termination and shall reimburse the Executive in accordance with
Section 4.d.v. for any business expenses for which the Executive has not yet
been reimbursed.

         e. By the Executive for Other Than Good Reason. The Executive may
terminate his employment hereunder at any time upon three (3) months' notice to
the


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Company. In the event of termination by the Executive pursuant to this Section
6.e, the Board may elect to waive the period of notice, or any portion thereof,
and, if the Board so elects, the Company will pay the Executive the Base Salary
for the notice period (or for any remaining portion of that period). Upon
termination of the Executive's employment pursuant to this Section 6.e, the
Company shall have no further obligation or liability to the Executive nor to
his beneficiary or estate, other than for Base Salary earned and unpaid,
prorated to the date of termination, and reimbursement in accordance with
Section 4.d.v. for any business expenses for which the Executive has not yet
been reimbursed.

         f. By the Executive for Good Reason. The Executive may terminate his
employment hereunder for Good Reason, provided that the Executive provides
written notice to the Company, setting forth in reasonable detail the nature of
such Good Reason, within sixty (60) days of the occurrence of the circumstances
giving rise to the Good Reason; the Company fails to cure within forty-five (45)
days following its receipt of such notice; and the Executive thereupon gives
thirty (30) days' written notice of termination; provided further, however, that
in the event of termination by the Executive for Good Reason in accordance with
subsection (iv) below, the Executive need only give thirty (30) days' notice of
termination, but must do so within sixty (60) days of the Change of Control. For
purposes of this Section 6.f, "Good Reason" shall mean any act or omission
identified below to which the Executive does not consent and which does not
occur in connection with the replacement of the Executive during any period of
disability or termination of the Executive's employment for Cause or disability,
as provided in this Agreement. The following shall constitute "Good Reason" for
termination by the Executive:

     (i) Any (A) failure to designate or redesignate the Executive as, or (B)
removal of the Executive from or failure to re-elect the Executive to, any of
the following positions:

         (I) Chief Executive Officer of the Company (to occur within eighteen
months of the Effective Date); or

         (II) Member of the Board of Directors of the Company;

     (ii) Any assignment to the Executive of any duties, functions, or
responsibilities, that

         (I) is materially inconsistent with the Executive's positions described
in Section 3 above, or

         (II) requires the Executive to report to anyone other than the CEO, the
Company's Board, or the President and Chief Operating Officer (or higher level
officer) of Metropolitan Life Insurance Company of New York, or




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         (III) deprives the Executive of effective supervision and control over,
and responsibility for, the strategic direction and general and active
day-to-day leadership and management (including the structure and organization
of such leadership and management) of the business and affairs of the Company,
subject to the direction and control of the Board; provided, however, that the
sale or transfer of any of the Company's Affiliates, or of any or all of the
assets of any of the Affiliates, shall not constitute "Good Reason" and provided
further that any change or diminution in the business of the Company shall not
constitute Good Reason unless constituting a "Change of Control" in accordance
with subsection (iv) of this Section 6.f; or

         (IV) substantially interferes with the Executive's ability to
substantially perform the duties, functions or responsibilities, or exercise the
authority, of his positions as described in Section 3 above;

     (iii) any substantial, objectively demonstrable failure by the Company to
materially comply with the provisions of Section 4 above; or

     (iv) a Change of Control, meaning the occurrence hereafter of one of the
following events: (I) any "person," as such term is used in Sections 3(a)(9)
and 13(d) of the Securities Exchange Act of 1934, as amended (the "Act"),
becomes a "beneficial owner," as such term is used in Rule 13d-3 promulgated
under the Act, of twenty-five percent (25%) or more of the voting stock of the
Company; (II) the Company adopts any plan of liquidation providing for
distribution of all or substantially all of its assets; (III) all or
substantially all of the assets or business of the Company is disposed of
pursuant to a merger, consolidation or other transaction (unless the
shareholders of the Company immediately prior to such merger, consolidation or
other transaction beneficially own, directly or indirectly, in substantially the
same proportion as they owned the voting stock of the Company, all of the voting
stock or other ownership interests of the entity or entities, if any, that
succeed to the business of the Company); or (IV) the Company combines with
another company and is the surviving corporation but, immediately after the
combination, the shareholders of the Company immediately prior to the
combination hold, directly or indirectly, fifty percent (50%) or less of the
voting stock of the combined company (there being excluded from the number of
shares held by such shareholders, but not from the voting stock of the combined
company, any shares received by affiliates of such other company in exchange for
stock of such other company).

     In the event of a termination by the Executive in accordance with this
Section 6.f, then, within forty-five (45) days following the effective date of
the Executive's termination, the Company shall pay the Executive a single lump
sum amount equal to the sum of two years' Base Salary at the rate in effect on
the date of termination plus two times the Executive's target bonus under the
Company's short-term incentive compensation plan; provided, however, that the
Company's obligations to make payments hereunder are conditioned on the




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Executive's execution of a general release in favor of the Company in such form
as the Company shall specify. In addition to the foregoing, the Company shall
pay the Executive any Base Salary earned and unpaid, prorated through the date
of termination and bonus compensation to which the Executive is entitled in
accordance with Section 4.c hereof, prorated to the date of termination and
shall reimburse the Executive in accordance with Section 4.d.v. for any business
expenses for which the Executive has not yet been reimbursed.

         g. No Mitigation: No Offset. In the event of any termination of
employment, the Executive shall be under no obligation to seek other employment
and there shall be no offset against amounts due him under this Agreement on
account of any remuneration attributable to any subsequent employment that he
may obtain.

         h. Post-Agreement Employment. In the event the Executive remains in the
employ of the Company or any of its Affiliates following termination of this
Agreement, by the expiration of the term or otherwise, then such employment
shall be at will.

     7. Effect of Termination.

         a. In the event of termination of the Executive's employment hereunder,
payment by the Company in accordance with the applicable provision of Section 6
above shall constitute the entire obligation of the Company to the Executive.
Except as otherwise expressly provided for in this Agreement, and except for any
right that the Executive may have to continue participation in the Company's
group medical and/or dental plan at his cost under applicable law, the
Executive's participation in the Company's benefit plans shall terminate
pursuant to the terms of the applicable benefit plans based on the date of
termination of the Executive's employment, without regard to any continuation of
Base Salary or other payment to the Executive following such date of
termination.

         b. Notwithstanding the foregoing, in the event of termination of the
Executive's employment pursuant to Section 6.a, Section 6.b, Section 6.d or
Section 6.f, the Executive and his spouse shall be entitled to post-retirement
medical coverage to the same extent that, and on the same terms as,
post-retirement medical coverage is provided to executives of Metropolitan Life
Insurance Company of New York and their spouses generally; provided, however,
that any length of service requirement for eligibility will be waived and
provided further that such coverage shall be secondary to coverage provided by
any subsequent employer.

         c. Provisions of this Agreement shall survive termination of this
Agreement, by expiration of the term or otherwise, if so provided herein or if
necessary or desirable to accomplish the purposes of other surviving provisions,
including without limitation the obligations of the Executive under Sections 8
and 9 hereof. The obligation of the Company to make payments to or on behalf of
the Executive under Section 6 hereof is expressly conditioned upon the
Executive's continued full performance of his obligations under



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Sections 8 and 9. The Executive recognizes that, except as expressly provided
herein, no compensation is earned after termination of employment.

     8. Confidential Information.

         a. The Executive acknowledges that the Company and its Affiliates
continually develop Confidential Information, that the Executive may develop
Confidential Information for the Company and its Affiliates, and that the
Executive may learn of Confidential Information during the course of employment.
The Executive will comply with the policies and procedures of the Company for
protecting Confidential Information and shall never use or disclose to any
person, corporation or other entity (except as required by applicable law or for
the proper performance of his regular duties and responsibilities for the
Company and its Affiliates) any Confidential Information obtained by the
Executive incident to his employment or other association with the Company or
any of its Affiliates. The Executive understands that this restriction shall
continue to apply after his employment terminates, regardless of the reason for
such termination. For purposes of this Agreement, "Confidential Information"
means any and all information of the Company and its Affiliates or concerning
the business, clients or affairs of the Company or any of its Affiliates, that
is not generally known by others with whom any of them compete or do business,
or with whom any of them plan to compete or do business. Confidential
Information includes without limitation such information relating to (i) the
development, research, testing, manufacturing, marketing, strategies, and
financial activities of the Company and its Affiliates, (ii) the products and
services, present and in contemplation, of the Company and its Affiliates, (iii)
inventions, processes, operations, administrative procedures, databases,
programs, systems, flow charts, software, firmware and equipment used in the
business of the Company or any of its Affiliates, (iv) customer lists and
customer information of the Company and its Affiliates, (v) their costs,
financial performance and strategic plans, (vi) the identity and special needs
of those with whom the Company and its Affiliates do business and (vii) the
people and organizations with whom the Company and its Affiliates have business
relationships and the substance of those relationships. Confidential Information
also includes all information that the Company or any of its Affiliates has
received belonging to others with any understanding, express or implied, that it
would not be disclosed.

         b. All documents, records, tapes and other media of every kind and
description relating to the business, present or otherwise, of the Company and
its Affiliates and any copies, in whole or in part, thereof (the "Documents"),
whether or not prepared by the Executive, shall be the sole and exclusive
property of the Company and its Affiliates; provided, however, the Executive
shall be entitled to retain his personal notes, diaries, rolodexes,
correspondence and other materials of a personal nature that do not contain
Confidential Information. The Executive shall safeguard all Documents and shall
surrender to the Company at the time his employment terminates, or at such
earlier time or times as the Board or its designee may specify, all Documents
then in the Executive's possession or control.



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     9. Restricted Activities. The Executive expressly recognizes that the
employees, general agents and agents of the Company and its Affiliates are
important and critical aspects of their ability to operate profitably. The
Executive, therefore, further agrees that, while he is employed by the Company,
other than in the course of performing his duties hereunder, and for a period of
one (1) year following termination of his employment for any reason, he will not
directly or indirectly (i) hire or solicit for hiring any employee of the
Company or any of its Affiliates or seek to persuade any employee of the Company
or any of its Affiliates to discontinue employment, (ii) hire or solicit for
hiring any employee of any general agent of the Company or any of its
Affiliates; or (iii) solicit or encourage any general agent or other independent
contractor providing services to the Company or any of its Affiliates to
terminate or diminish its relationship with them.

     10. Enforcement of Covenants. In signing this Agreement, the Executive
gives the Company assurance that he has carefully read and considered all the
terms and conditions of this Agreement, including the restraints imposed on him
under Sections 8 and 9 hereof. The Executive agrees without reservation that
these restraints are necessary for the reasonable and proper protection of the
Company and its Affiliates; that each and every one of the restraints is
reasonable in respect to subject matter, length of time and geographic area; and
that these restraints will not prevent him from obtaining other suitable
employment during the Non-Competition Period. The Executive further agrees that,
were he to breach any of the covenants contained in Section 8 or 9 hereof, the
damage to the Company and its Affiliates would be irreparable. The Executive
therefore agrees that the Company, in addition to any other remedies available
to it, shall be entitled to preliminary and permanent injunctive relief against
any breach or threatened breach by the Executive of any of those covenants,
without having to post bond, and that he will not take, and he will not permit
anyone else to take on his behalf, any position in a court or any other forum
inconsistent with any of his covenants relating to this Section 10. The
Executive and the Company further agree that, in the event that any provision of
Section 8 or 9 is determined by any court of competent jurisdiction to be
unenforceable by reason of its being extended over too great a time, too large a
geographic area or too great a range of activities, that provision shall be
deemed to be modified to permit its enforcement to the maximum extent permitted
by law. It is also agreed that each of the Company's Affiliates shall have the
right to enforce all of the Executive's obligations to that Affiliate under this
Agreement, including without limitation pursuant to Sections 8 and 9 hereof.

     11. Resolution of Disputes. Any dispute arising under or in connection with
this Agreement, other than a dispute arising under Section 8, 9 or 10 hereof,
shall, at the election of the Executive or the Company, be resolved by binding
arbitration conducted in Boston, Massachusetts in accordance with the Commercial
Rules of the American Arbitration Association then in force and the laws of the
Commonwealth of Massachusetts. Judgment upon the award rendered by the
arbitrator(s) may be enforced and executed upon in any court having jurisdiction
over the party against whom enforcement of such award is sought.



                                      -13-



   14

The parties involved in the dispute shall divide equally the administrative
charges, arbitrator's fees and related expenses of the arbitration, but each
party shall pay its own legal fees incurred in connection with such arbitration.

     12. Conflicting Agreements. The Executive hereby represents and warrants
that the execution of this Agreement and the performance of his obligations
hereunder will not breach or be in conflict with any other agreement to which
the Executive is a party or is bound, and that the Executive is not now subject
to any covenants against competition or similar covenants that would affect the
performance of his obligations hereunder. The Executive will not disclose to or
use on behalf of the Company any proprietary information of a third party
without such party's consent.

     13. Withholding. All payments made by the Company under this Agreement
shall be reduced by any tax or other amounts required to be withheld by the
Company under applicable law.

     14. Assignment. This Agreement is personal in its nature, and neither the
Company nor the Executive may make any assignment of this Agreement or any
interest herein, by operation of law or otherwise, without the prior written
consent of the other; provided, however, that the Company may assign its rights
and obligations under this Agreement without the consent of the Executive in the
event that the Company shall hereafter effect a reorganization, consolidate
with, or merge into, any other entity or transfer all or substantially all of
its properties or assets to any other entity. This Agreement shall inure to the
benefit of and be binding upon the Company and the Executive, their respective
successors, executors, administrators, heirs and permitted assigns.

     15. Severability. If any portion or provision of this Agreement shall to
any extent be declared illegal or unenforceable by a court of competent
jurisdiction, then the remainder of this Agreement, or the application of such
portion or provision in circumstances other than those as to which it is so
declared illegal or unenforceable, shall not be affected thereby, and each
portion and provision of this Agreement shall be valid and enforceable to the
fullest extent permitted by law.

     16. Waiver. No waiver of any provision hereof shall be effective unless
made in writing and signed by the waiving party. The failure of either party to
require the performance of any term or obligation of this Agreement, or the
waiver by either party of any breach of this Agreement, shall not prevent any
subsequent enforcement of such term or obligation or be deemed a waiver of any
subsequent breach.

     17. Notices. Any and all notices, requests, demands and other
communications provided for by this Agreement shall be in writing and shall be
effective as provided herein when delivered in person or by overnight air
courier or deposited in the United States mail, postage prepaid, registered or
certified, return receipt requested and addressed to the persons

                                      -14-


   15

and addresses listed below, or to such other address as either party may specify
by notice to the other actually received. Each notice shall, simultaneously with
its being delivered to the courier or messenger for delivery or placed in the
mail, be sent when possible by facsimile or comparable electronic means. All
notices and other communications hereunder shall be deemed to have been given:
(i) on the date of delivery if personally delivered; (ii) on the first business
day after the date sent if sent by overnight air courier; or (iii) on the fifth
business day after the date sent if sent by mail.

If to the Company:

The General Counsel
New England Life Insurance Company
501 Boylston Street
Boston, MA 02115-3700

If to the Executive:

James M. Benson
524 Lake Avenue
Greenwich, CT 06830

     18. Entire Agreement. This Agreement constitutes the entire agreement
between the parties hereto, and supersedes all prior and contemporaneous
communications, agreements and understandings, written or oral, with respect to
the terms and conditions of the Executive's employment.

     19. Amendment. This Agreement may be amended or modified only by a written
instrument signed by the Executive and an expressly authorized representative of
the Board.

     20. Headings. The headings and captions in this Agreement are for
convenience only, and in no way define or describe the scope or content of any
provision of this Agreement.

     21. Counterparts. This Agreement may be executed in two or more
counterparts, each of which shall, when executed, be deemed to be an original
and all of which together shall constitute one and the same instrument.

     22. Governing Law. This is a Massachusetts contract and shall be construed
and enforced under and be governed in all respects by the laws of the
Commonwealth of Massachusetts, without regard to the conflict of laws principles
thereof.






                                      -15-


   16


     IN WITNESS WHEREOF, this Agreement has been executed as a sealed instrument
by the Company, by its duly authorized representative, and by the Executive, as
of the date first above written.




THE EXECUTIVE:                          THE COMPANY:
                                        NEW ENGLAND LIFE INSURANCE COMPANY


 /s/ James M. Benson                    By: /s/ Robert A. Shafto
---------------------                      -------------------------------------
        James M. Benson                     Robert A. Shafto
                                            Chairman and Chief Executive Officer