UNITED STATES SECURITIES AND EXCHANGE COMMISSION      

Washington, D.C. 20549           

            Schedule 13D                   
 
Under the Securities Exchange Act of 1934

(Amendment No. 1 )* 

New England Investment Companies, L.P. 
_______________________________________________________________
(Name of Issuer) 

Units of Limited Partnership Interest
     
_________________________________________________________________
(Title of Class of Securities)

644095 10 1
	_______________________________
(CUSIP Number)

Jane C. Weinberg, Esq., Metropolitan Life Insurance Company
              One Madison Avenue, New York, NY 10010 	

(212) 578-5883
     
_________________________________________________________________

(Name, Address and Telephone Number of Persons
Authorized to Receive Notices and Communications)
	
August 30, 1996
_________________________________________________________________
(Date of Event which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 
13G to report the acquisition which is the subject of this 
Schedule 13D, and is filing this schedule because of Rule 
13d-1(b)(3) or (4), check the following box / /

Check the following box if a fee is being paid with the statement 
/ /(A fee is not required only if the reporting person:  (1) has 
a previous statement on file reporting beneficial ownership of 
more than five percent of the class of securities described in 
Item 1; and (2) has filed no amendment subsequent thereto 
reporting beneficial ownership of five percent or less of such 
class.) (See Rule 13d-7.)

Note:  Six copies of this statement, including all exhibits, 
should be filed with the Commission.  See Rule 13d-1(a) for other 
parties to whom copies are to be sent.

*The remainder of this cover page shall be filled out for a 
reporting persons initial filing on this form with respect to the 
subject class of securities, and for any subsequent amendment 
containing information which would alter disclosures provided in 
a prior cover page.

The information required on the remainder of this cover page 
shall not be deemed to be filed for the purpose of Section 18 of 
the Securities Exchange Act of 1934 (Act) or otherwise subject to 
the liabilities of that section of the Act but shall be subject 
to all other provisions of the Act (however, see
the Notes).



1.
NAME OF REPORTING PERSONS
S.S. OR I.R.S.. IDENTIFICATION NO. OF ABOVE PERSON
Metropolitan Life Insurance Company
(I.R.S. No. 13-5581829)
MetLife New England Holdings, Inc.

2.
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*   (a) / /
 N/A                                                (b) / /

3.
SEC USE ONLY


4.
SOURCE OF FUNDS*
  00 (See Item 3)

5.
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED 
PURSUANT TO ITEMS 2(d) OR 2(e)                        /  /

6.
CITIZENSHIP OR PLACE OF ORGANIZATION
New York

NUMBER OF
SHARES 
BENEFICIALLY
OWNED BY 
EACH 
REPORTING 
PERSON
WITH
SOLE VOTING POWER
21,079,500

SHARED VOTING POWER
0
SOLE DISPOSITIVE POWER
21,079,500

SHARED DISPOSITIVE POWER
0

11
 .
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
21,079,500

12
 .
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES 
CERTAIN SHARES*  /  /

13
 .
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
55.6%

14
 .
TYPE OF REPORTING PERSON*
MetLife = IC; MetLife NE Holdings = HC


*SEE INSTRUCTIONS BEFORE FILLING OUT




Item 1.	Security and Issuer

	This Statement relates to the units of limited partnership 
interest (Units) of New England Investment Companies, L.P. (the 
Partnership), a Delaware limited partnership that has its 
principal executive offices at 399 Boylston Street, Boston 
Massachusetts 02116, telephone (617) 578-3500.

Item 2.	Identity and Background.

2 (a-c).	

I.	Filing Parties:
	
	This Statement is filed on behalf of Metropolitan  Life 
Insurance Company (MetLife), and MetLife New England Holdings, 
Inc., a wholly owned subsidiary of MetLife (NE Holdings).  
MetLife, a mutual life insurance company, is a New York 
corporation with its principal office and business at One Madison 
Avenue, New York, NY 10010.  NE Holdings, is a holding company 
incorporated in the State of Delaware, with its principal 
business address at Christiana Executive Campus, 220 Continental 
Drive, Suite 212, Newark, DE.  Collectively, MetLife and NE 
Holdings shall be referred to herein as the Filing Party.  This 
Amendment No. 1 supplements and amends the Statement on Schedule 
13D (the Statement on Schedule 13D) filed with the Securities and 
Exchange Commission (the Commission) on September 15, 1993, by 
The New England Mutual Life Insurance Company(TNE) with respect 
to the Units, which is hereby incorporated by reference. Unless 
otherwise defined herein, capitalized terms used herein without a 
definition have the meanings ascribed to them in the
Statement on Schedule 13D.



II.	Control Relationships
	
	MetLife is not controlled by any person or persons (other 
than by its policyholders who, as a group, have all legal rights 
of ownership).  NE Holdings is a wholly owned subsidiary of 
MetLife.

III.	Executive Officers and Directors

	In accordance with the provisions of General Instruction C 
to Schedule 13-D, information concerning the executive officers 
and directors of the Filing Party is included in Schedule A 
hereto and is incorporated by reference herein.

2(d).	Criminal Proceedings

	During the last five years, neither the Filing Party nor any 
executive officer or director of the Filing Party has been 
convicted in a criminal proceeding (excluding traffic violations 
or similar misdemeanors).

2(e).	Civil Securities Law Proceedings

	During the last five years, neither the Filing Party nor any 
executive officer or director of the Filing Party has been a 
party to a civil proceeding of a judicial or administrative body 
of competent jurisdiction and as a result of such proceeding was 
or is subject to a judgment, decree or final order enjoining 
future violations of, or prohibiting or mandating activities 
subject to, federal or state securities laws or finding any 
violations with respect to such laws.


Item 3.	Source and Amount of Funds or Other Consideration

	See Item 4.

Item 4.	Purpose of the Transaction

On August 30, 1996, TNE merged into MetLife and NE Holdings was 
created as a wholly owned subsidiary of MetLife and as a holding 
company for all of the Units of the Issuer and certain of the 
former subsidiaries of TNE, including the General Partner of the 
Issuer.  The Filing Party has the right to elect all but one of 
the directors of the General Partner.  Within six months of the 
date hereof the Filing Party intends to add to or replace certain 
directors of the General Partner. For internal organization 
reasons, the Filing Party may, over time, transfer all or certain 
of the Units to the General Partner. 

Item 5.	Interest in Securities of the Issuer

(a)	The aggregate number and percentage of the outstanding Units 
of the Partnership beneficially owned by the Filing Party, is as 
follows:

	Number of Units Directly Held:	20,790,000

	Number of Units Indirectly Held:	179,500 to which there is 
a contingent reversionary interest and which Units are held by 
the General Partner and 110,000 into which the General Partner 
General Partnership units are convertible.  The General Partner 
is a wholly owned subsidiary of NE Holdings.

	Number of Units Directly and Indirectly held:	21,079,500

	Approximate Percentage:	55.6%

	The percentage is based on 37,808,199 Units outstanding. The 
Filing Party disclaims beneficial ownership to all Units held 
indirectly.

(b)	The disclosure concerning the sole or shared power to vote 
the Units held by the Filing Party contained in Items 7 through 
10 of the cover page hereof is hereby incorporated by reference 
herein.

(c)	In the 60 days prior to the date of filing of this 
Statement, neither the Filing Party nor, to the best knowledge of 
the Filing Party, any of its directors and executive officers 
effected any transactions in the Units other than those described 
in Items 3 and 4 hereof.

(d) 	Not applicable.

(e)	Not applicable




Item 6.	Contracts, Arrangements, Understandings or 
Relationships with Respect to Securities of the Issuer


	Not applicable.



Item 7.	Material to be Filed as Exhibits

Exhibit A Agreement Required for Joint Filing
Exhibit B Agreement of Merger between MetLife and TNE.
Schedule of Directors and Officers



                            SIGNATURE


          After reasonable inquiry and to the best of my
knowledge and belief, I certify that the information set forth in
this statement is true, complete and correct.


                              METROPOLITAN LIFE INSURANCE COMPANY
 
                              By: /s/ Jane C. Weinberg
                                  _______________________________

                                 Jane C. Weinberg
						   Associate General Counsel

						METLIFE NEW ENGLAND HOLDINGS, INC.

						By: /s/ Louis Ragusa
							______________________________

							Louis Ragusa
							Vice President & Secretary
                              





EXHIBIT A

AGREEMENT REQUIRED FOR JOINT FILING UNDER RULE 13d-1 f)(1) (iii)
					September 9, 1996

Re:	Statement on Schedule 13D under the Securities Exchange Act 
of 1934 Relating to Units of Limited Partnership of New England 
Investment Companies, L.P., a Delaware limited partnership.

	Each of the undersigned understands, consents and agrees 
that the above-referenced Statement on Schedule 13D is filed on 
behalf of each of the undersigned and that this letter shall be 
attached as an exhibit to such Statement.

						METROPOLITAN LIFE INSURANCE COMPANY

						By _/s/ Jane Weinberg_____________
							Jane C. Weinberg
							Associate General Counsel


						METLIFE NEW ENGLAND HOLDINGS, INC.

						By__/s/ Louis Ragusa______________
							   Louis Ragusa
							   Vice President and
							   Secretary
 



 

September 9, 1996




  AMENDED AND RESTATED
AGREEMENT AND PLAN OF MERGER



by and between



METROPOLITAN LIFE INSURANCE COMPANY



and



NEW ENGLAND MUTUAL LIFE INSURANCE COMPANY




Dated as of August 16, 1995


	AMENDED AND RESTATED
	AGREEMENT AND PLAN OF MERGER


	AMENDED AND RESTATED AGREEMENT AND 
PLAN OF MERGER dated as of August 16, 1995 by and between 
METROPOLITAN LIFE INSURANCE COMPANY, a New York mutual 
life insurance company (MetLife), and NEW ENGLAND 
MUTUAL LIFE INSURANCE COMPANY, a Massachusetts mutual 
life insurance company (TNE) (MetLife and TNE being 
hereinafter sometimes collectively referred to as the 
Constituent Companies).
		WHEREAS, the Board of Directors of MetLife 
and the Board of Directors of TNE deem it advisable 
and in the best interests of the policyholders of 
their respective companies to effect the merger of TNE 
with and into MetLife (the Merger) upon the terms 
and subject to the conditions set forth herein, 
including, but not limited to, receipt of all required 
approvals of Governmental Entities (as defined in 
Section 1.1 hereof).
		WHEREAS, the Constituent Companies intend 
that the Merger qualify, for federal income tax 
purposes, as a reorganization under Section 
368(a)(1)(A) of the Code (as hereinafter defined).
		WHEREAS, on August 16, 1995, the parties 
hereto signed the original Agreement and Plan of 
Merger and such parties desire to amend and restate 
such Agreement as of such date.
		WHEREAS, this Amended and Restated Agreement 
and Plan of Merger is being executed on June 7, 1996, 
as of August 16, 1995.
		NOW, THEREFORE, in consideration of the 
premises and the mutual covenants and agreements set 
forth herein, MetLife and TNE hereby agree as follows:
I 
	DEFINITIONS
I.1   Definitions.  When used in this Agree-
ment, the following words or phrases have the fol-
lowing meanings:
		Additional MetLife SAP Statements shall 
have the meaning set forth in Section 5.4 hereof.
		Additional TNE GAAP Statements shall have 
the meaning set forth in Section 4.6 hereof.
		Additional TNE SAP Statements shall have 
the meaning set forth in Section 4.5 hereof.
		Advisers Act shall mean the Investment 
Advisers Act of 1940, as amended, and the rules and 
regulations of the SEC promulgated thereunder.
		Affiliate shall mean a Person that 
directly, or indirectly through one or more 
intermediaries, controls, is controlled by or is under 
common control with another Person or beneficially 
owns or has the power to vote or direct the vote of 
25% or more of the voting stock (or of any other form 
of general partnership, limited partnership or voting 
equity interest in the case of a Person that is not a 
corporation) of such other Person.  For purposes of 
this definition, control, including the terms con-
trolling and controlled, means the power to direct 
the management and policies of a Person, directly or 
indirectly, whether through the ownership of voting 
securities, by contract or credit arrangement, as 
trustee, partner or executor or otherwise.  
Notwithstanding the foregoing, CGM shall not be deemed 
to be an Affiliate of TNE.
		Affiliated Person shall have the meaning 
set forth in Section 2(a)(3) of the Investment Company 
Act.
		Agreement shall mean this Amended and 
Restated Agreement and Plan of Merger, including all 
Exhibits.
		Annual Statements shall mean the annual 
statements filed pursuant to state insurance Laws, in 
conformity with SAP, in an insurers domiciliary 
state.
		Assets shall mean all rights, titles, fran-
chises and interests in and to every species of 
property, real, personal and mixed, and chooses in 
action thereunto belonging, including, but not limited 
to, Investment Assets, Intellectual Property, 
Contracts, Licenses, privileges and all other assets 
whatsoever, tangible or intangible, including, but not 
limited to, with respect to an insurer, assets held in 
any separate account.
		Associated Person shall mean (1) with re-
spect to a registered investment adviser, a person 
associated with such adviser as defined in Section 
202(a)(17) of the Advisers Act and (2) with respect to 
a registered broker or dealer, a person associated 
with such broker or dealer as defined in Section 
3(a)(18) of the Exchange Act.
		Business shall mean, as to a Person, the 
business, operations, activities and affairs of such 
Person.
		CERCLIS shall mean the Comprehensive 
Environmental Response, Compensation, and Liability 
Information System.
		CGM shall mean Capital Growth Management 
Limited Partnership, a Massachusetts limited 
partnership in which NEIC has a limited partnership 
interest as described in Section 4.17(o) hereof.
		CGM LP Units shall have the meaning set 
forth in Section 4.17(o) hereof.
		Code shall mean the Internal Revenue Code 
of 1986, as amended.
		Combined No-Action Letter shall have the 
meaning set forth in Section 3.2 hereof.
		Computer Software shall mean any and all 
computer software consisting of sets of statements or 
instructions to be used, directly or indirectly, in a 
computer, including, but not limited to, the follow-
ing, where applicable:  (i) all source code, object 
code and natural language code therefor and all 
component modules thereof, (ii) all versions thereof, 
(iii) all screen displays and designs thereof and (iv) 
all user, technical, training and other documentation 
relating to any of the foregoing.
		Condition shall mean, as to a Person, the 
financial condition, Business, results of operations 
(which, with respect to an insurer, shall mean its net 
gain from operations before payment of dividends to 
policyholders and federal income taxes), prospects 
and/or properties or other Assets of such Person.
		Confidentiality Agreement shall mean the 
letter agreement, dated January 10, 1995, between 
MetLife and TNE.
		Consent or Filing shall have the meaning 
set forth in Section 4.4(b)(vii) hereof.
		Constituent Companies shall have the 
meaning set forth in the preamble to this Agreement.
		Contract shall mean a contract, agreement, 
commitment, indenture, note, bond, mortgage, license, 
lease, assignment, arrangement or understanding, 
whether written or oral, including, but not limited 
to, an Insurance Contract or an Investment Advisory 
Related Agreement.
		Copyrights shall have the meaning set forth 
in the definition of Intellectual Property.

		Covered General Account Liability shall 
mean any Liability which arises out of the operation 
of a TNE Insurers general account or for which a TNE 
Insurers general account is otherwise expressly 
responsible pursuant to any Contract.
		Covered Separate Account Liability shall 
mean any Liability (i) which is incurred by any 
separate account of any TNE Insurer prior to the date 
hereof, (ii) which arises in connection with any TNE 
Real Estate Joint Venture that is a Subsidiary of such 
TNE Insurer, and (iii) which pertains to an 
Environmental Claim or with respect to any other 
Liability of which TNE or any TNE Subsidiary has 
Knowledge.
		Custodian/Transfer Agent Agreements shall 
have the meaning set forth in the definition of 
Investment Advisory Related Agreement.
		Distribution and Selling Agreements shall 
have the meaning set forth in the definition of In-
vestment Advisory Related Agreement.
		Effective Time shall have the meaning set 
forth in Section 2.2 hereof.
		Environmental Claim shall mean any written 
notice or, to the Knowledge of TNE or of any of the 
TNE Subsidiaries, any oral notice received by TNE, a 
TNE Subsidiary or a TNE Joint Venture from a Person 
alleging actual or potential Liability (including, but 
not limited to, potential Liability for any investi-
gatory cost, cleanup cost, governmental response cost, 
natural resources damage, property damage, personal 
injury or penalty) arising out of, based on or 
resulting from (a) the presence, transport, disposal, 
discharge, or release, of any Hazardous Substance at 
any location, whether or not owned by TNE, a TNE 
Subsidiary or a TNE Joint Venture or (b) circumstances 
forming the basis of any violation, or alleged viola-
tion, of any Environmental Law.
		Environmental Laws shall mean all Laws and 
administrative or judicial interpretations thereof, 
relating to pollution or protection of human health or 
the environment (including, but not limited to, ambi-
ent air, surface water, ground water, land surface or 
subsurface strata), including, but not limited to, 
Laws relating to emissions, discharges, releases or 
threatened releases of Hazardous Substances, or other-
wise relating to the manufacture, processing, dis-
tribution, use, existence, treatment, storage, dispos-
al, transport, recycling, reporting or handling of 
Hazardous Substances.
		ERISA shall have the meaning set forth in 
Section 4.13(a) hereof.
		ERISA Affiliate shall have the meaning set 
forth in Section 4.13(a) hereof.
		ERISA Plans shall have the meaning set 
forth in Section 4.13(a) hereof.
		Exchange Act shall mean the Securities Ex-
change Act of 1934, as amended, and the rules and 
regulations of the SEC promulgated thereunder.
		Excluded Properties shall have the meaning 
set forth in Section 4.15(a) hereof.
		Exeter shall have the meaning set forth in 
Section 4.10(r) hereof.
		Financial Statements shall mean balance 
sheets, statements of income and statements of cash 
flows, including, but not limited to, all notes, 
schedules, exhibits and other attachments thereto, 
whether consolidated, combined or separate or audited 
or unaudited.
		GAAP shall mean generally accepted 
accounting principles applied on a consistent basis.
		GAAP Financial Statements shall mean Finan-
cial Statements prepared in accordance with GAAP.
		Governing Advisory Authorities shall have 
the meaning set forth in Section 4.17(d) hereof.
		Governmental Approvals shall mean the Con-
sents or Filings identified or described in Section 
4.4(b) of the TNE Disclosure Schedule or Section 
5.3(b) of the MetLife Disclosure Schedule.
		Governmental Entity shall mean any govern-
ment, any state or other political subdivision there-
of, any entity exercising executive, legislative, 
judicial, regulatory or administrative functions of or 
pertaining to government, including the SEC or any 
other government authority, agency, department, board, 
commission or instrumentality of the United States, 
any foreign government, any state of the United States 
or any political subdivision thereof, and any court, 
tribunal or arbitrator(s) of competent jurisdiction, 
and any governmental or non-governmental self-
regulatory organization, agency or authority 
(including, but not limited to, the NASD, the 
Commodity Futures Trading Commission, the National 
Futures Association and the Investment Management 
Regulatory Organisation Limited).
		Ground Leased Properties shall have the 
meaning set forth in Section 4.14(a)(iii)(D) hereof.
		Hazardous Substances shall mean chemicals, 
pollutants, contaminants, hazardous wastes, toxic or 
hazardous substances regulated under any Environmental 
Law, including, but not limited to, asbestos or asbes-
tos-containing materials, polychlorinated biphenyls, 
pesticides and oils, petroleum and petroleum products 
as those terms are defined in the National Oil and 
Hazardous Substances Pollution Contingency Plan, 40 
C.F.R. 300.1 et seq. and other Environmental Laws.
		HSR Act shall mean the Hart-Scott-Rodino 
Antitrust Improvements Act of 1976, as amended, and 
the rules and regulations promulgated thereunder.
		Indemnitee shall have the meaning set forth 
in Section 6.11 hereof.
		Insurance Contract shall mean any Contract 
of insurance, including, but not limited to, insurance 
contracts (as defined in Section 1101 of the New York 
Insurance Law or Section 2 of the Massachusetts Insur-
ance Law, as the case may be), reinsurance Contracts, 
and funding agreements (as defined in Section 3222 of 
the New York Insurance Law).
		Insurance License shall mean a License 
granted by a Governmental Entity to transact an 
insurance or reinsurance business.
		Intellectual Property shall mean all domes-
tic and foreign registered, unregistered, and pending 
(i) marks, names, trade names, trade dress, trade-
marks, service marks, assumed names and logos 
(collectively, the Trademarks), trade secrets, copy-
rights (including, but not limited to, those in 
databases and Computer Software, and all embodiments 
or fixations thereof) (collectively, the Copy-
rights), patents (the Patents), Computer Software, 
inventions, processes, protected formulae, know-how, 
concepts, ideas, designs, as well as related systems, 
data files, documentation, manuals, business plans, 
strategies, information, customer lists, policy forms, 
training materials, underwriting manuals and all other 
intellectual property and all applications, regis-
trations and grants therefor and (ii) all licenses and 
distribution and other agreements relating to any of 
the foregoing.
		Investment Advisory Contracts shall have 
the meaning set forth in the definition of Investment 
Advisory Related Agreements.
(i)        written agreements and arrangements 
for the performance of investment advisory, investment 
sub-advisory or investment management services with 
respect to securities, real estate, commodities, 
currencies or any other asset class for clients or on 
behalf of third parties (Investment Advisory 
Contracts); (ii) written agreements and arrangements 
for the distribution of shares of each TNE Group Fund 
or funds underlying variable annuities, variable life 
insurance or other similar products or the maintenance 
of shareholder accounts for any of the foregoing 
products (Distribution and Selling Agreements) or 
the marketing of investment advisory or investment 
management services or the maintenance of accounts for 
such services (Solicitation Agreements);  (iii) 
written trust agreements, custody arrangements, trans-
fer agent agreements, fund administration agreements, 
and similar services agreements with respect to any of 
the foregoing (Custodian/Transfer Agent Agreements); 
(iv) all other written agreements and arrangements of 
a similar nature that are material to the Condition of 
any TNE Material Asset Management Company or of TNE or 
of TNE and the TNE Subsidiaries taken as a whole and 
(v) all oral Contracts relating to or with respect to 
any of the foregoing of which TNE or any of the TNE 
Subsidiaries have Knowledge.
		Investment Assets shall mean bonds, notes, 
debentures, mortgage loans, collateral loans and all 
other instruments of indebtedness, stocks, partnership 
or joint venture interests and all other equity 
interests (including, but not limited to, equity 
interests in Subsidiaries or other Affiliates), real 
estate and leasehold and other interests therein, 
certificates issued by or interests in trusts, cash on 
hand and on deposit, personal property and interests 
therein and all other assets acquired for investment 
purposes.
		Investment Company Act shall mean the 
Investment Company Act of 1940, as amended, and the 
rules and regulations of the SEC promulgated 
thereunder.
		Investment Company Advisory Related 
Agreement shall mean an Investment Advisory Related 
Agreement relating to any TNE Group Fund.
		IRS shall mean the Internal Revenue Service 
or any successor agency.
		Knowledge shall have the meaning set forth 
in Section 9.8 hereof.
		Law shall mean common law or any law, ordi-
nance, rule or regulation enacted or promulgated, or 
Order issued or rendered, by any Governmental Entity.
		Liability shall mean a liability, 
obligation, claim or cause of action (of any kind or 
nature whatsoever, whether absolute, accrued, 
contingent or other, and whether known or unknown), 
including, but not limited to, any liability, 
obligation, claim or cause of action arising pursuant 
to or as a result of a Contract.
		License shall mean a license, certificate 
of authority, permit or other authorization to 
transact an activity or business, whether granted by a 
Governmental Entity or by any other Person.
		Lien shall mean a lien, mortgage, deed of 
trust, deed to secure debt, pledge, assessment, 
security interest, lease, sublease, charge, claim, 
levy or other encumbrance of any kind.
		Losses shall mean all losses, claims, 
damages, costs, expenses, liabilities and judgments, 
including, but not limited to, court costs and 
attorneys fees.
		Massachusetts Commissioner shall mean the 
Commissioner of Insurance of the Commonwealth of 
Massachusetts.
		Massachusetts Insurance Law shall mean 
Chapter 175 of the General Laws of the Commonwealth of 
Massachusetts, as amended, and the rules and 
regulations promulgated thereunder.
		Meeting Notices shall have the meaning set 
forth in Section 3.1(b) hereof.
		Member shall mean, as to MetLife, each 
Policyholder of MetLife entitled to vote upon the 
Agreement as provided in Section 7104 of the New York 
Insurance Law, and, as to TNE, each Person entitled to 
vote upon the Agreement as provided in Section 19B of 
the Massachusetts Insurance Law.
		Merger shall have the meaning set forth in 
the preamble to this Agreement.
		MetLife shall have the meaning set forth in 
the preamble to this Agreement.
		MetLife Disclosure Schedule shall mean the 
disclosure schedule, dated August 16, 1995, previously 
delivered by MetLife to TNE.
		MetLife GAAP Financial Statements shall 
have the meaning set forth in Section 5.5 hereof.
		MetLife Group Fund shall mean each 
investment company (as defined in the Investment 
Company Act without regard to the exclusion provided 
by Section 3(c)(1) thereof) and each insurance company 
separate account for which or for any series of which 
any MetLife Affiliate acts as investment adviser or 
manager (including as subadviser or submanager), or 
for which MetLife serves as depositor whether or not 
registered with the SEC and whether or not organized 
in the U.S. or any state thereof.
		MetLife Insurer shall mean MetLife and each 
MetLife Subsidiary that is authorized to transact an 
insurance or reinsurance business.
		MetLife Subsidiaries shall mean State 
Street Research & Management Company, MetLife Funding, 
Inc., MetLife Capital Corporation, State Street 
Research Investment Services, Inc. and Metropolitan 
Property and Casualty Insurance Company.
		NASD shall mean the National Association of 
Securities Dealers, Inc. or any successor entity.
		NEIC shall mean New England Investment 
Companies, L.P., a Delaware limited partnership.
		NEIC Entities shall mean NEIC, NEIC, Inc. 
and all of the Subsidiaries of NEIC.
		NEIC GP Units shall have the meaning set 
forth in Section 4.2 hereof.
		NEIC, Inc. shall mean New England 
Investment Companies, Inc., a Massachusetts 
corporation and the general partner of NEIC.
		NEIC LP Units shall have the meaning set 
forth in Section 4.2 hereof.
		NEIC Units shall have the meaning set forth 
in Section 4.2 hereof.
		NELICO shall mean NEVLICO after such time 
as NEVLICO shall be redomiciled to Massachusetts and 
its name changed to New England Life Insurance Compa-
ny.
		NEVLICO shall mean New England Variable 
Life Insurance Company, a Delaware insurance 
corporation.
		New York Insurance Law shall mean Chapter 
27 of the Consolidated Laws of the State of New York, 
as amended, and the rules and regulations promulgated 
thereunder.
		New York Office shall mean the office of 
the clerk of New York County, State of New York.
		New York Superintendent shall mean the 
Superintendent of Insurance of the State of New York.
		NPL shall mean the National Priority List.
		NYSE shall mean The New York Stock 
Exchange, Inc. or any successor entity.
		Order shall mean an order, writ, ruling, 
judgment, directive, injunction or decree of any 
arbitrator or Governmental Entity.
		Patents shall have the meaning set forth in 
the definition of Intellectual Property.
		Payment Default shall have the meaning set 
forth in Section 4.14(a)(ii) hereof.
		PBGC shall mean the Pension Benefit 
Guaranty Corporation or any successor entity.
		Permits shall have the meaning set forth in 
Section 4.14(a)(iii)(F)(6) hereof.
		Permitted Liens shall mean, as to any 
Person, (a) Liens for Taxes, assessments and 
governmental charges or levies not yet due and 
payable; (b) Liens imposed by Law, such as 
materialmens, mechanics, carriers, workmens and 
repairmens Liens and other similar Liens arising in 
the ordinary course of business securing obligations 
that (i) are not overdue for a period of more than 30 
days or (ii) are being contested in good faith (and 
for which adequate reserves have been provided); (c) 
Liens related to deposits to secure policyholder 
obligations as required by the insurance departments 
of the various states; (d) pledges or deposits to 
secure obligations under workers compensation laws or 
similar legislation or to secure public or statutory 
obligations; (e) Liens expressly disclosed in the 
notes to the GAAP Financial Statements or SAP State-
ments of such Person; (f) restrictions on transfer im-
posed by federal and state securities laws with 
respect to unregistered securities subject thereto; 
(g) Liens arising out of judgments or awards with 
respect to which an appeal or proceeding for review is 
being prosecuted in good faith (and for which adequate 
reserves have been provided); and (h) to the extent 
the same do not (x) render title to the property 
encumbered thereby unmarketable and (y) individually 
or in the aggregate, materially adversely affect the 
value or use of such property for its current purpos-
es, or with respect to vacant land, its anticipated 
purposes: (i) survey exceptions, (ii) reciprocal ease-
ment agreements, (iii) other customary non-monetary 
encumbrances on title to real property and (iv) such 
other liens, charges and encumbrances on real prop-
erty.
		Person shall mean an individual, 
corporation, partnership, association, joint stock 
company, limited liability company, Governmental 
Entity, business trust, unincorporated organization or 
other legal entity.
		Plans shall have the meaning set forth in 
Section 4.13(a) hereof.
		Policyholder shall have the meaning set 
forth in Section 4210(a)(3)(A) of the New York 
Insurance Law.
		Proceedings shall mean actions, suits, 
hearings, claims, investigations (of which the Person 
whose Knowledge is the subject of the representation 
or warranty has Knowledge) and other similar proceed-
ings.
		Prospectus shall have the meaning set forth 
in Section 4.17(m) hereof.
		Proxy Statement shall have the meaning set 
forth in Section 3.1(a) hereof.
		Quarterly Statements shall mean the 
quarterly statements filed pursuant to state insurance 
Laws, in conformity with SAP.
		Reorganization Proposal shall have the 
meaning set forth in Section 6.13 hereof.
		Ruling Request shall have the meaning set 
forth in Section 6.4(b) hereof.
		SAP shall mean statutory accounting 
practices required or permitted by applicable 
insurance Governmental Entities applied on a 
consistent basis.
		SAP Statements shall mean Annual Statements 
and Quarterly Statements.
		SEC shall mean the United States Securities 
and Exchange Commission or any successor agency.
		Securities Act shall mean the Securities 
Act of 1933, as amended, and the rules and regulations 
of the SEC promulgated thereunder.
		Solicitation Agreements shall have the 
meaning set forth in the definition of Investment 
Advisory Related Agreements.
		Staff shall have the meaning set forth in 
Section 3.2 hereof.
		Statement of Operating Principles shall 
mean the document concerning the operations of NELICO 
and NEIC dated May 15, 1996 jointly prepared by TNE 
and MetLife.
		Subadvised Fund shall mean any TNE Group 
Fund with respect to which no TNE Subsidiary has any 
relationship other than that of a subadviser or 
submanager.
		Subsidiary of a Person shall mean an 
Affiliate of such Person fifty percent (50%) or more 
of the voting stock (or of any other form of general 
partnership, limited partnership or voting equity 
interest in the case of a Person that is not a 
corporation) of which is beneficially owned by the 
Person directly or indirectly through one or more 
other Persons.  Notwithstanding the foregoing, CGM 
shall not be deemed to be a Subsidiary of TNE.
		Surviving Company shall have the meaning 
set forth in Section 2.1 hereof.
		Taking shall mean a taking or voluntary 
conveyance of all or part of any real property, or any 
interest therein or right accruing thereto or use 
thereof, as the result of or in settlement of, any 
condemnation or other eminent domain proceeding, 
whether or not the same shall have actually been com-
menced.
		Taxes shall mean all income, gross income, 
gross receipts, estimated, premium, sales, use, 
transfer, franchise, profits, withholding, payroll, 
employment, disability, excise, severance, ad valorem, 
property and windfall profits taxes, and all other 
taxes or similar charges of any kind whatsoever 
thereon or applicable thereto, together with any 
interest and any penalties, additions to tax or 
additional amounts imposed with respect to any of the 
foregoing, or in respect of a failure to comply with 
any requirement relating to any Tax Return, in each 
case imposed by any taxing authority (domestic or for-
eign) upon MetLife or any MetLife Subsidiary or TNE or 
any TNE Subsidiary, as the case may be, including, but 
not limited to, all amounts imposed as a result of 
being a member of an affiliated or combined group.
		Tax Returns or Returns shall mean all Tax 
returns, declarations, reports, estimates, information 
returns and statements required to be filed or 
provided to any Person under federal, state, local or 
foreign Laws.
		TNE shall have the meaning set forth in the 
preamble to this Agreement.
		TNE Asset Management Companies shall have 
the meaning set forth in Section 4.1(c)(i) hereof.
		TNE Audited Subsidiaries shall mean the TNE 
Subsidiaries for which audited GAAP Financial 
Statements are provided to MetLife pursuant to Section 
4.6 hereof.
		TNE Borrower Loan Documents shall have the 
meaning set forth in Section 4.14(a)(iii)(C) hereof.
		TNE Broker-Dealer shall mean each TNE Sub-
sidiary that conducts activities of a broker or deal-
er, as such terms are defined in Section 3(a) of the 
Exchange Act.
		TNE Disclosure Schedule shall mean the dis-
closure schedule, dated August 16, 1995, previously 
delivered by TNE to MetLife.
		TNE Filings shall have the meaning set 
forth in Section 4.6 hereof.
		TNE GAAP Financial Statements shall have 
the meaning set forth in Section 4.6 hereof.
		TNE Group Fund shall have the meaning set 
forth in Section 4.17(c) hereof.
		TNE Group of Funds shall have the meaning 
set forth in Section 4.17(c) hereof.
		TNE Insurer shall mean TNE and each TNE 
Subsidiary that transacts or is authorized to transact 
an insurance or reinsurance business.
		TNE Investment Adviser shall mean TNE and 
each TNE Subsidiary that conducts activities of an in-
vestment adviser, as such term is defined in Section 
2(a)(20) of the Investment Company Act and Section 
202(a)(11) of the Investment Advisers Act of 1940, as 
amended.
		TNE Joint Venture shall mean any partner-
ship or joint venture in which TNE or a TNE Subsidiary 
owns an interest, either direct or indirect, and in 
which the aggregate investment (including, but not 
limited to,  through equity contributions, loans, 
guarantees or other commitments) of TNE and of the TNE 
Subsidiaries therein exceeds or may be required to 
exceed Five Million Dollars ($5,000,000).  
Notwithstanding the foregoing, CGM shall not be deemed 
to be a TNE Joint Venture.
		TNE JV Agreements shall mean all documents 
and amendments thereto establishing and governing the 
TNE Joint Ventures, including, but not limited to, all 
organizational documents.
		TNE Landlord Leases shall have the meaning 
set forth in Section 4.14(a)(iii)(B) hereof.
		TNE Landlord Property shall mean (i) real 
property which is leased by TNE, a TNE Subsidiary or a 
TNE Joint Venture, in each case to a tenant, for lease 
or rental payments that aggregate Five Hundred Thou-
sand Dollars ($500,000) or more annually and (ii) real 
property which is subleased by TNE, a TNE Subsidiary 
or a TNE Joint Venture, in each case to a subtenant, 
for lease or rental payments that aggregate Five 
Hundred Thousand Dollars ($500,000) or more annually.
		TNE Lender Loan Documents shall have the 
meaning set forth in Section 4.14(a)(iii)(E) hereof.
		TNE Material Asset Management Companies 
shall mean NEIC, Copley Real Estate Advisors, Inc., 
Copley Advisors, Inc., Loomis, Sayles & Company, L.P., 
Back Bay Advisors, L.P., Reich & Tang Asset Manage-
ment, L.P., Reich & Tang Distributors, L.P., New 
England Securities Corporation, New England Funds, 
L.P. and TNE Advisers, Inc. and any other TNE Asset 
Management Company with One Billion Dollars 
($1,000,000,000) or more under management.
		TNE Material Owned Real Property shall mean 
TNE Real Property owned in fee having an admitted 
asset value of One Million Dollars ($1,000,000) or 
more.
		TNE Real Estate Joint Venture shall mean 
any TNE Subsidiary which only owns real property or 
only owns real property and manages such real 
property.
		TNE Real Property shall mean all real 
property (including, but not limited to, real property 
held by the TNE Insurers in separate accounts) in 
which TNE, a TNE Subsidiary or a TNE Joint Venture 
owns or holds a direct or indirect interest, either 
wholly or in part, including, but not limited to, real 
property (i) owned by TNE, a TNE Subsidiary or a TNE 
Joint Venture in fee (including, but not limited to, 
real property acquired by reason of foreclosure or a 
deed in lieu thereof), (ii) in which TNE, a TNE Sub-
sidiary or a TNE Joint Venture owns or holds a lease-
hold interest or (iii) encumbered by a Lien granted or 
assigned to TNE, a TNE Subsidiary or a TNE Joint Ven-
ture; provided, however, that the TNE Real Property 
will not include credit tenant loans properly shown on 
Schedule D of the SAP Statements of TNE (this proviso 
shall not be applicable with respect to Sections 4.9, 
4.11 and 4.15 hereof).
		TNE Subsidiaries shall mean the Subsid-
iaries of TNE and, without limiting the generality of 
the foregoing, shall include (i) Mercadian Capital 
L.P. (and any Affiliate thereof as to which TNE or a 
TNE Subsidiary has guaranteed any obligations or owns 
any interest) and (ii) the NEIC Entities.  References 
in this Agreement to Subsidiaries of TNE shall include 
all of the TNE Subsidiaries.  Notwithstanding the 
foregoing, CGM shall not be deemed to be a TNE 
Subsidiary.
		TNE Tenant Leases shall have the meaning 
set forth in Section 4.14(a)(iii)(D) hereof.
		TNE Transfer Agents shall have the meaning 
set forth in Section 4.17(h) hereof.
		TNE Variable Contracts shall have the 
meaning set forth in Section 3.2 hereof.
		Trademarks shall have the meaning set forth 
in the definition of Intellectual Property.
		Treasury Regulations shall mean the regula-
tions promulgated by the U.S. Department of the 
Treasury pursuant to the Code.
II 
	THE MERGER


ARTICLE I Section .1   The Merger.  Upon the 
terms of this Agreement and subject to the 
satisfaction of the conditions set forth herein, at 
the Effective Time, TNE shall be merged with and into 
MetLife in accordance with the applicable provisions 
of the Laws of the State of New York and the 
Commonwealth of Massachusetts and the separate exis-
tence of TNE shall thereupon cease, and MetLife, which 
shall be the surviving company (hereinafter sometimes 
referred to as the Surviving Company), shall 
continue its corporate existence under the Laws of the 
State of New York under the name Metropolitan Life 
Insurance Company.  From and after the Effective 
Time, the Surviving Company shall possess all the 
Assets and other rights, privileges, immunities, 
powers and purposes of each of the Constituent 
Companies and shall be liable for all of the Liabili-
ties of the Constituent Companies, all to the full 
extent provided in Section 7112 of the New York 
Insurance Law and Section 19B of the Massachusetts 
Insurance Law.
ARTICLE I Section .2   Effective Time.  As soon 
as is practicable following the execution of this 
Agreement, the Secretary of TNE shall file with the 
Massachusetts Commissioner documentary evidence 
thereof, in such form as he may require, showing the 
effective date when the Merger shall become effective. 
 As soon as is practicable after the satisfaction of 
the conditions set forth in Article VII hereof and on 
the effective date of the Merger as shown in the 
filing by the Massachusetts Commissioner with the 
Secretary of State of the Commonwealth of Massachu-
setts of a certificate in accordance with Section 19B 
of the Massachusetts Insurance Law, and no later than 
21 days after the New York Superintendent has approved 
this Agreement (unless the New York Superintendent ap-
proves a later effective date), MetLife shall file 
with the New York Office a copy of this Agreement with 
the approval of the New York Superintendent endorsed 
thereon and such other documents in such form as 
required by, and executed and acknowledged in 
accordance with, the relevant provisions of the New 
York Insurance Law and upon such filing with the New 
York Office, the Merger shall become effective (the 
Effective Time).  TNE shall give MetLife reasonable 
advance notice of the effective date to be shown in 
the filing made in accordance with Section 19B of the 
Massachusetts Insurance Law.  Upon the terms and 
subject to the conditions of this Agreement, the par-
ties hereto will use all reasonable efforts to assure 
that the filings contemplated hereby are made, and the 
Effective Time is, as soon as is practicable.
ARTICLE I, Section .3   Charter and Bylaws of 
the Surviving Company.  Following the Effective Time, 
the charter of MetLife, as in effect immediately prior 
to the Effective Time, shall be the charter of the 
Surviving Company until thereafter changed or amended 
as provided therein or by Law.  The bylaws of MetLife, 
as in effect immediately prior to the Effective Time, 
shall be the bylaws of the Surviving Company until 
thereafter changed or amended as provided therein or 
by Law.  Copies of MetLifes charter and bylaws are 
attached hereto as Exhibit A.
ARTICLE I Section .4   Board of Directors and 
Officers.  Except as set forth in the following 
sentence, the directors of MetLife immediately prior 
to the Effective Time shall be the directors of the 
Surviving Company immediately following the Effective 
Time, each of such directors to hold office, subject 
to the applicable pro- visions of the charter and 
bylaws of the Surviving Company, until his or her 
successor is duly elected and qualified, or his or her 
earlier death, resignation or removal.  Promptly 
following the Effective Time, two individuals who are 
presently directors of TNE and who are not officers, 
employees or otherwise affiliated with TNE will be 
appointed to the Board of Directors of the Surviving 
Company.  The officers of MetLife immediately prior to 
the Effective Time shall be the officers of the Sur-
viving Company at and immediately following the Effec-
tive Time, each of such officers to hold their 
respective office, subject to the applicable provi-
sions of the charter and bylaws of the Surviving 
Company, until his or her successor is duly elected 
and qualified, or his or her earlier death, 
resignation or removal.
ARTICLE II 
	RELATED MATTERS
ARTICLE II Section .1   Member Approvals.  (a) 
Each of MetLife and TNE shall take all actions 
necessary in accordance with applicable Law and its 
charter and bylaws to convene a meeting of its Members 
as promptly as practicable to consider and vote upon 
this Agreement.  MetLife and TNE shall jointly 
determine a mutually satisfactory means of satisfying 
the notice, meeting and other Member approval require-
ments of applicable Law.  Subject to their duties 
under applicable Law, each of the Board of Directors 
of MetLife and the Board of Directors of TNE shall 
recommend that the Members of its respective company 
vote in favor of this Agreement and each of MetLife 
and TNE shall use its best efforts to solicit proxies 
or ballots, as the case may be, from its Members in 
favor of this Agreement and shall take all other 
actions reasonably necessary or advisable to secure 
the votes of its Members which are required in order 
to approve this Agreement and effect the Merger 
including, but not limited to, the preparation of a 
proxy statement (the  Proxy Statement ), if applica-
ble, to provide information to their Members regarding 
the Merger and solicit their votes.
(a) 	MetLife and TNE shall jointly and 
promptly prepare, and each of MetLife and TNE shall 
use its best efforts to have the New York 
Superintendent and the Massachusetts Commissioner 
approve, their respective notices of meetings (the 
Meeting Notices) setting forth the time, place and 
purpose of the Members meetings referred to in 
Section 3.1(a) hereof, which Meeting Notices shall 
include a copy of this Agreement, if required, or a 
summary thereof.  Promptly after receipt of approval 
by the New York Superintendent and the Massachusetts 
Commissioner of the Meeting Notice, (i) MetLife shall 
promptly comply with the provisions of Section 7104 of 
the New York Insurance Law, (ii) TNE shall promptly 
comply with the provisions of Section 19B of the 
Massachusetts Insurance Law, and (iii) both parties 
shall promptly comply with all other applicable Laws 
with respect to the publication or mailing to their 
respective Members of the applicable Meeting Notice.
ARTICLE II Section .2   Combined No-Action 
Letter.  MetLife and TNE shall jointly file a no-
action request letter with the Office of Insurance 
Products of the Division of Investment Management of 
the SEC (the Combined No-Action Letter).  The Com-
bined No-Action Letter shall request that the staff of 
the Office of Insurance Products of the Division of 
Investment Management of the SEC (the Staff) advise 
MetLife and TNE that it would not recommend that the 
SEC take any enforcement action against MetLife and 
TNE or their Subsidiaries under Section 5 of, and Rule 
145 under, the Securities Act and under Sections 8 and 
11 of the Investment Company Act if, following the 
consummation of the Merger, the Surviving Company and 
its respective Subsidiaries continue to sell variable 
annuity or variable life insurance contracts covered 
by existing registration statements without filing new 
registration statements under the Securities Act 
covering the sale of such securities.  The Combined 
No-Action Letter shall also request that the Staff 
advise MetLife and TNE that it would not recommend any 
enforcement action if, after the consummation of the 
Merger, the Surviving Company continues to rely on 
prior exemptive orders granted to TNE or its 
Subsidiaries from certain provisions of the Investment 
Company Act for certain of their separate accounts.  
The Combined No-Action Letter shall include, to the 
extent necessary, the following MetLife and TNE repre-
sentations:  (1) a post-effective amendment to each 
registration statement or a newly filed registration 
statement, as appropriate, for each of the registered 
variable annuity and variable life insurance contracts 
of TNE and any applicable TNE Subsidiary (the  TNE 
Variable Contracts ) will be filed under the Securi-
ties Act in a timely manner to ensure that such 
amendment or registration statement will become effec-
tive on or before the Effective Time; (2) the owners 
of the TNE Variable Contracts will receive a 
prospectus that reflects the Surviving Companys spon-
sorship of the separate accounts; and (3) post-
effective amendments under the Investment Company Act 
will be filed to reflect the change of sponsorship of 
TNEs separate accounts and the post-merger nature of 
the Surviving Company.
ARTICLE IISection .3 

ARTICLE IISection .3   NELICO AND NEIC Boards 
of Directors.  Immediately following the Merger, 
MetLife shall take such action as is necessary in 
order that (i) the Board of Directors of NELICO shall 
initially be comprised of 14 members, 8 of whom shall 
be persons who are currently serving as outside direc-
tors of TNE, 1 of whom shall be the Chairman of the 
Board of NELICO and the remaining 5 of whom shall be 
designated by MetLife, (ii) the current president of 
NEVLICO will become the Chief Executive Officer of 
NELICO and (iii) the Board of Directors of the general 
partner of NEIC shall be comprised of an odd number of 
directors, one of whom shall be the Chief Executive 
Officer of NEIC, a simple majority of whom shall be 
designated by MetLife, and the remainder of whom shall 
be independent of MetLife.
ARTICLE III 
	REPRESENTATIONS AND WARRANTIES OF TNE
 		TNE represents and warrants to MetLife as 
follows:
ARTICLE IIISection .1   Organization and 
Qualification.
(a) 	TNE is a mutual life insurance company 
duly organized, validly existing and in good standing 
under the Laws of the Commonwealth of Massachusetts 
and has full corporate power, authority and legal 
right to conduct its Business as it is currently being 
conducted.  Each of the TNE Subsidiaries is duly orga-
nized, validly existing and in good standing under the 
Laws of the jurisdiction of its incorporation or 
formation and has full power, authority and legal 
right to conduct its Business as it is currently being 
conducted.  Each of TNE and of the TNE Subsidiaries is 
duly qualified to do business, and is in good stand-
ing, in the respective jurisdictions where the 
character of its Assets owned or leased or the nature 
of its Business makes such qualification necessary, 
except for failures to be so qualified or in good 
standing which would not, individually or in the 
aggregate, have a material adverse effect on the 
Condition of TNE or of TNE and the TNE Subsidiaries 
taken as a whole.  The TNE Subsidiaries listed in 
Section 4.1(a) of the TNE Disclosure Schedule are the 
only TNE Subsidiaries which are, individually or in 
the aggregate, material to the Condition of TNE or of 
TNE and the TNE Subsidiaries taken as a whole.
(b) 	Each TNE Insurer is listed in 
Section 4.1(b) of the TNE Disclosure Schedule.  Each 
TNE Insurer possesses an Insurance License in each 
jurisdiction in which such TNE Insurer is required to 
possess an Insurance License.  All such Insurance 
Licenses, including, but not limited to, authoriza-
tions to transact reinsurance, are listed and 
described in Section 4.1(b) of the TNE Disclosure 
Schedule and are in full force and effect without 
amendment, limitation or restriction, other than as 
described in Section 4.1(b) of the TNE Disclosure 
Schedule, and neither TNE nor any TNE Insurer has 
Knowledge of any event, inquiry or Proceeding which 
could reasonably be expected to lead to the 
revocation, amendment, failure to renew, limitation, 
suspension or restriction of any such License.
(c) 	(i) Each Subsidiary and other Affiliate 
of TNE which is engaged in the business of serving as 
an investment adviser, custodian, transfer agent, 
broker-dealer or fund administrator is listed in 
Section 4.1(c)(i) of the TNE Disclosure Schedule 
(collectively, the TNE Asset Management Companies), 
along with a brief description of the nature of each 
TNE Asset Management Companys Business and a listing 
of all Licenses it possesses which are material to its 
Business.  TNE is not required to be registered as a 
broker-dealer with the SEC or in any jurisdiction.
 		(c) (ii) Each TNE Asset Management Company is 
a corporation, partnership or trust duly organized, 
validly existing and in good standing under the laws 
of such entitys jurisdiction of organization.  Each 
TNE Asset Management Company has the requisite 
corporate, partnership or trust power and authority, 
as the case may be, to carry on its Business as now 
conducted, except for such powers and authorities for 
which the failure to have such power and authority do 
not, individually or in the aggregate, have a material 
adverse effect on the Condition of any TNE Material 
Asset Management Company or of TNE or of TNE and the 
TNE Subsidiaries taken as a whole.
 		(c) (iii) Each TNE Asset Management Company 
is duly qualified or licensed to do business and is in 
good standing in each of the jurisdictions specified 
in Section 4.1(c)(iii) of the TNE Disclosure Schedule, 
which includes each jurisdiction in which the nature 
of its business or the properties owned or leased by 
it makes such qualification or licensing necessary, 
except for such jurisdictions where the failure to so 
qualify or be licensed, individually or in the 
aggregate, does not have and would not have a material 
adverse effect on the Condition of any TNE Material 
Asset Management Company, of TNE or of TNE and the TNE 
Subsidiaries taken as a whole.  TNE has delivered or 
will deliver prior to the Effective Time to MetLife 
true, complete and correct copies of the certificates 
of incorporation, by-laws and other organizational 
documents of each TNE Asset Management Company in 
effect on the date hereof.
ARTICLE III Section .2   Capitalization of TNE 
Subsidiaries.  All of the outstanding shares of 
capital stock (or of any other form of equity interest 
in the case of a TNE Subsidiary that is not a 
corporation, including, but not limited to, all of the 
outstanding units of general partnership interest in 
NEIC (NEIC GP Units) and limited partnership inter-
est in NEIC (NEIC LP Units and, together with NEIC 
GP Units, the NEIC Units)) of each of the TNE Sub-
sidiaries have been validly issued and are fully paid 
and, except in the case of partnership interests, 
nonassessable and, except as set forth in Section 4.2 
of the TNE Disclosure Schedule, are owned by either 
TNE or another of the TNE Subsidiaries, free and clear 
of all Liens.  Except as set forth in Section 4.2 of 
the TNE Disclosure Schedule, there are no outstanding 
subscriptions, options, warrants, calls, rights, 
convertible securities, obligations to make capital 
contributions or advances, or voting trust ar-
rangements, stockholders agreements or other 
agreements, commitments or understandings of any 
character relating to the issued or unissued capital 
stock (or of any other form of equity interest in the 
case of a TNE Subsidiary that is not a corporation, 
including any issued or unissued NEIC Units) of any of 
the TNE Subsidiaries or securities convertible into, 
exchangeable for or evidencing the right to subscribe 
for any shares of such capital stock (or of any other 
form of equity interest in the case of a TNE Sub-
sidiary that is not a corporation, including, but not 
limited to, any NEIC Units), or otherwise obligating 
TNE or any such TNE Subsidiary to issue, transfer or 
sell any such capital stock (or any such other form of 
equity interest in the case of a TNE Subsidiary that 
is not a corporation, including, but not limited to, 
any NEIC Units) or other securities.  The name, juris-
diction of incorporation or organization and per-
centages of outstanding capital stock (or of any other 
form of equity interest in the case of a TNE Sub-
sidiary that is not a corporation) owned, directly or 
indirectly, by TNE, with respect to each TNE Subsid-
iary and the amount and percentage of outstanding NEIC 
GP Units and NEIC LP Units owned, directly or 
indirectly, by NEIC, Inc. and TNE, respectively, with 
respect to NEIC are set forth in Section 4.2 of the 
TNE Disclosure Schedule. Section 4.2 of the TNE 
Disclosure Schedule sets forth all of the direct 
voting equity interests in any Person (other than 
other TNE Subsidiaries) owned by TNE or any TNE Sub-
sidiary where such interest represents more than ten 
(10%) of the outstanding voting equity in such Person, 
other than any such interests having an admitted asset 
value of less than One Million Dollars ($1,000,000).
ARTICLE III Section .3   Authority Relative to 
this Agreement.
(a) 	TNE has full power, authority and legal 
right to execute and deliver this Agreement and to 
consummate the transactions contemplated hereby.  The 
execution and delivery of this Agreement and the 
consummation of the transactions contemplated hereby 
have been duly approved and authorized by the Board of 
Directors of TNE.  Except for the approval of this 
Agreement by the Members of TNE, no other corporate 
proceedings on the part of TNE are necessary to autho-
rize this Agreement and the transactions contemplated 
hereby.  The affirmative vote of two-thirds of all the 
votes cast by Members of TNE who are present and 
voting at the meeting called pursuant to Section 
3.1(a) hereof is the only vote of Members of TNE 
necessary to approve this Agreement and the trans-
actions contemplated hereby.
(b) 	This Agreement has been duly and validly 
executed and delivered by TNE and (assuming this 
Agreement is a legal, valid and binding obligation of 
MetLife) constitutes a legal, valid and binding agree-
ment of TNE enforceable against TNE in accordance with 
its terms.
ARTICLE III Section .4   No Violation.
(a) 	Except as set forth in Section 4.4(a) of 
the TNE Disclosure Schedule, the execution, delivery 
and performance of this Agreement and the consummation 
of the transactions contemplated hereby will not (i) 
constitute a breach or violation of or default under 
the charter or the bylaws (or similar organizational 
documents) of TNE, any of the TNE Subsidiaries or any 
of the TNE Joint Ventures, (ii) violate, conflict 
with, or result in a breach of any provisions of, or 
constitute a default (or an event which, with notice 
or lapse of time or both, would constitute a default) 
under, or result in the termination of, or accelerate 
the performance required by, or result in a right of 
termination or acceleration under, or result in the 
creation of any Lien upon any of the Assets of TNE, of 
any of the TNE Subsidiaries or of any of the TNE Joint 
Ventures under, any of the terms, conditions or provi-
sions of any Contract to which TNE, any such TNE Sub-
sidiary or any such TNE Joint Venture is a party or to 
which it or any of its Assets may be subject or (iii) 
constitute a breach or violation of or default under 
any Law or License to which TNE, any of the TNE 
Subsidiaries or any of the TNE Joint Ventures is 
subject, other than, in the case of clauses (ii) and 
(iii), events or other matters that would not indi-
vidually or in the aggregate have a material adverse 
effect on the Condition of TNE or of TNE and the TNE 
Subsidiaries taken as a whole.
(b) 	Except for (i) the filing of this Agree-
ment with and the approval of such by the Massachu-
setts Commissioner under the Massachusetts Insurance 
Law and such other applications, registrations, decla-
rations, filings, authorizations, Orders, consents and 
approvals as may be required under the Laws of other 
jurisdictions listed in Section 4.4(b) of the TNE 
Disclosure Schedule, (ii) the approval of the Meeting 
Notice by the Massachusetts Commissioner as 
contemplated by Section 3.1(b) hereof, (iii) consents, 
approvals and notices contemplated by Sections 6.7 and 
6.8 hereof and Section 4.4(b) of the TNE Disclosure 
Schedule that are required under the Investment 
Company Act and the Advisers Act, (iv) the approval of 
this Agreement by the Members of TNE as contemplated 
by Section 3.1(a) hereof, (v) consents, authoriza-
tions, approvals, filings, notices or exemptions in 
connection with compliance with the applicable provi-
sions of state and federal securities Laws (including, 
but not limited to, an affirmative response to the 
filing of the Combined SEC No-Action Letter) relating 
to the regulation of broker-dealers, investment 
companies and investment advisers and the rules and 
regulations of the NASD and the NYSE, (vi) receipt of 
the private letter ruling or tax opinion referred to 
in Section 7.1(g) hereof and (vii) the filings re-
quired under the HSR Act and the expiration or other 
termination of any waiting period applicable to the 
Merger under such act, no consent, approval, notice, 
Order or authorization of, or registration, 
application, declaration or filing with, any Person 
(collectively, Consent or Filing) is required with 
respect to TNE, any TNE Subsidiary, any TNE Joint 
Venture or any TNE Group Fund in connection with the 
execution and delivery of this Agreement and the 
consummation of the transactions contemplated hereby, 
except for such Consents or Filings the failure of 
which to make or obtain would not, individually or in 
the aggregate, prevent or be a material impediment to 
the consummation of the transactions contemplated 
hereby.
ARTICLE III Section .5   SAP Statements.  TNE 
has previously delivered to MetLife true, complete and 
correct copies of the audited SAP Statements of each 
TNE Insurer for each of the years ended December 31, 
1992, 1993 and 1994.  TNE has also furnished to 
MetLife true, complete and correct copies of the SAP 
Statements filed by or on behalf of each TNE Insurer 
for the three months ended March 31, 1995 and the six 
months ended June 30, 1995.  In addition, prior to the 
Effective Time TNE will have delivered to MetLife 
true, complete and correct copies of (i) the audited 
SAP Statements of TNE and NEVLICO for the year ended 
December 31, 1995 and (ii) the unaudited SAP 
Statements of TNE and NEVLICO for the quarter ended 
March 31, 1996 (collectively, the Additional TNE SAP 
Statements).  Each of the SAP Statements was (or, in 
the case of the Additional TNE SAP Statements, will 
have been) in compliance in all material respects with 
applicable Law when filed, and was (or, in the case of 
the Additional TNE SAP Statements, will have been) 
prepared in accordance with SAP, and each presents 
fairly (or, in the case of the Additional TNE SAP 
Statements, will present fairly) in all material re-
spects the separate financial condition, assets, lia-
bilities, surplus and other funds and results of 
operations of the Person covered thereby as at the 
dates or for the periods covered thereby, in confor-
mity with SAP, subject, in the case of unaudited 
interim SAP Statements, to normal year-end audit 
adjustments and, in the case of all unaudited SAP 
Statements, to the absence of interrogatories or 
footnote disclosure to the extent required or permit-
ted.
ARTICLE III Section .6   GAAP Statements.  TNE 
has provided to MetLife, or will (with respect to any 
TNE Real Estate Joint Venture held by a separate 
account of TNE) provide within 15 calendar days after 
the date hereof, true, complete and correct copies of 
the (i) audited GAAP Financial Statements for each of 
the TNE Audited Subsidiaries, other than the TNE 
Insurers, for the years ended December 31, 1992, 1993 
and 1994, (ii) unaudited GAAP Financial Statements for 
each of the TNE Subsidiaries that do not have audited 
GAAP Financial Statements for the years ended December 
31, 1992, 1993 and 1994, other than those TNE 
Subsidiaries that do not regularly prepare GAAP 
Financial Statements (which Subsidiaries are set forth 
on Section 4.6 of the TNE Disclosure Schedule, as may 
be amended within 15 calendar days after the date 
hereof with respect to any TNE Real Estate Joint 
Venture held by a separate account of TNE) and (iii) 
unaudited GAAP Financial Statements for each of the 
TNE Subsidiaries, other than the TNE Insurers and 
those TNE Subsidiaries that do not regularly prepare 
interim Financial Statements, for the three months 
ended March 31, 1995 and the six months ended June 30, 
1995 (collectively, the TNE GAAP Financial State-
ments).  In addition, prior to the Effective Time TNE 
will have delivered to MetLife true, complete and 
correct copies of (i) the audited GAAP Financial 
Statements for NEIC for the year ending December 31, 
1995 and (ii) the unaudited GAAP Financial Statements 
for NEIC for the quarter ended March 31, 1996 
(collectively, the Additional TNE GAAP Statements). 
 Each of the TNE GAAP Financial Statements was (or, in 
the case of the Additional TNE GAAP Statements, will 
have been) prepared in accordance with GAAP, and each 
presents fairly (or, in the case of the Additional TNE 
GAAP Statements, will present fairly) in all material 
respects the financial condition, results of opera-
tions and cash flows of the Person covered thereby as 
at the dates or for the periods covered thereby, in 
conformity with GAAP, subject, in the case of the 
unaudited interim GAAP Financial Statements, to normal 
year-end audit adjustments and, in the case of all 
unaudited GAAP Financial Statements, to the absence of 
footnote disclosure to the extent required or permit-
ted.  TNE has previously made available to MetLife 
true, complete and correct copies of all filings made 
by TNE, any TNE Subsidiary or any TNE Group Fund with 
the SEC since December 31, 1992 (collectively, the 
TNE Filings).  As of their respective dates, the TNE 
Filings did not contain any untrue statement of a 
material fact or omit to state any material fact 
required to be stated therein or necessary to make the 
statements therein, in light of the circumstances 
under which they were made, not misleading.
ARTICLE III Section .7   Reserves.  The 
aggregate actuarial reserves and other actuarial 
amounts held in respect of Liabilities with respect to 
Insurance Contracts of each TNE Insurer as established 
or reflected in its December 31, 1994 Annual 
Statement:  (a)(i) were determined in accordance with 
generally accepted actuarial standards consistently 
applied, (ii) were fairly stated in accordance with 
sound actuarial principles and (iii) were based on 
actuarial assumptions that are in accordance with or 
more conservative than those specified in the related 
Insurance Contracts; (b) met the requirements of the 
insurance Laws of such TNE Insurers state of domicile 
and all other applicable jurisdictions in all material 
respects; and (c) were adequate at such date (under 
generally accepted actuarial standards consistently 
applied on the basis of facts or circumstances known 
or which reasonably should have been known at such 
date) to cover the total amount of all reasonably 
anticipated matured and unmatured Liabilities of such 
TNE Insurer under all outstanding Insurance Contracts 
pursuant to which such TNE Insurer has any Liability. 
 Management of TNE reasonably believes that each TNE 
Insurer owns Investment Assets of sufficient kind, 
quality and other characteristics to meet the require-
ments of all applicable Laws.
ARTICLE III Section .8   Absence of Certain 
Changes or Events.  Except as set forth in Section 4.8 
of the TNE Disclosure Schedule, since December 31, 
1994, each of TNE and the TNE Subsidiaries has 
conducted its Business only in the ordinary course of 
business consistent with past practice and there has 
not occurred any change (other than changes of general 
application to the life insurance industry or changes 
in ratings) which, individually or in the aggregate, 
has had or may reasonably be expected to have a 
material adverse effect on the Condition of TNE or of 
TNE and the TNE Subsidiaries taken as a whole.
ARTICLE III Section .9   No Undisclosed 
Liabilities.  Except as reflected in the Financial 
Statements delivered to MetLife pursuant to Sections 
4.5 and 4.6 hereof (other than, with respect to any 
Financial Statement of a TNE Subsidiary which was 
provided to MetLife pursuant to Section 4.6 hereof 
after the date hereof, any Covered Separate Account 
Liability or Covered General Account Liability) or as 
set forth in Section 4.9 of the TNE Disclosure Sched-
ule or as to any Liability of a TNE Real Estate Joint 
Venture that does not regularly prepare GAAP Financial 
Statements, other than a Covered Separate Account 
Liability or a Covered General Account Liability, nei-
ther TNE nor any of the TNE Subsidiaries has any 
Liabilities, other than (i) those Liabilities specif-
ically covered by another representation or warranty 
made by TNE in this Agreement, (ii) those arising 
since the date of the applicable Financial Statement 
in the ordinary course of business consistent with 
past practice or (iii) those other than in the ordi-
nary course of business consistent with past practice 
which may reasonably be expected, (A) individually, 
not to have an adverse effect of more than One Million 
Dollars ($1,000,000) on the Condition of TNE or of TNE 
and the TNE Subsidiaries taken as a whole or (B) in 
the aggregate not to have an adverse effect of more 
than Ten Million Dollars ($10,000,000) on the Condi-
tion of TNE or of TNE and the TNE Subsidiaries taken 
as a whole.
ARTICLE III Section .10   Taxes and Tax 
Returns.  TNE is the common parent of an affiliated 
group (within the meaning of Section 1504(a) of the 
Code) with respect to which an election under Section 
1504(c)(2) has been in effect for all taxable years 
beginning with the taxable year that ended on December 
31, 1993, which includes all of the TNE Subsidiaries 
that are includible corporations within the meaning 
of Section 1504(b) of the Code (without regard to 
subsection (b)(2) thereof) and TNE has filed a consol-
idated Tax Return for federal income tax purposes on 
behalf of such affiliated group for all taxable years 
beginning with the taxable year that ended on December 
31, 1993.  Except as set forth in Section 4.10 of the 
TNE Disclosure Schedule:
(a) 	all material Tax Returns required to be 
filed or provided to any Person by TNE or any of the 
TNE Subsidiaries have been timely filed (taking into 
account any extensions of time for filing such Tax Re-
turns) with the appropriate Governmental Entity, or 
provided to the appropriate Person, and such Tax Re-
turns were (and, as to Tax Returns not required to be 
filed or provided as of the date hereof, will be) 
true, complete and correct in all material respects, 
other than those Tax Returns the failure of which to 
be so filed or provided or to be true, complete and 
correct in all material respects, as the case may be, 
would not have a material adverse effect on the Condi-
tion of TNE or of TNE and the TNE Subsidiaries taken 
as a whole;
(b) 	each of TNE and the TNE Subsidiaries has 
timely paid or made adequate provision on its books 
and records in accordance with GAAP or SAP, as the 
case may be, for the payment of all Taxes due and pay-
able for periods covered by such Tax Returns, except 
to the extent that the failure to so timely pay or 
make adequate provision would not have a material 
adverse effect on the Condition of TNE or of TNE and 
the TNE Subsidiaries taken as a whole;
(c) 	the accruals and reserves reflected in 
the audited Financial Statements of TNE and of the TNE 
Subsidiaries for the year ended December 31, 1994 and 
the unaudited Financial Statements of TNE and of the 
TNE Subsidiaries for the six months ended June 30, 
1995 are adequate to cover all Taxes that are required 
to be accrued through the dates therein for such 
Financial Statements to be in accordance with GAAP or 
SAP, as the case may be, except to the extent that the 
failure to so adequately accrue and reserve would not 
have a material adverse effect on the Condition of TNE 
or of TNE and the TNE Subsidiaries taken as a whole;
(d) 	there are no outstanding deficiencies, 
assessments or written proposals for the assessment of 
any amount of Taxes proposed, asserted or assessed 
against TNE or any of the TNE Subsidiaries, except for 
such Taxes the amount of which would not have a 
material adverse effect on the Condition of TNE or of 
TNE and the TNE Subsidiaries taken as a whole;
(e) 	TNE and each of the TNE Subsidiaries 
have complied (and until the Effective Time will 
comply) in all material respects with all applicable 
Laws relating to information reporting and to the 
withholding of Taxes (including, but not limited to, 
information reporting and withholding of Taxes pursu-
ant to Sections 1441, 1442, 3402, 3405, 3406, 6041, 
6045, 6047, 6049, 6050I, 6050J, 6051 and 6052 of the 
Code or similar provisions under any foreign laws) and 
have, within the time and in the manner prescribed by 
Law, paid over to the proper Governmental Entities all 
amounts required to be so withheld and paid over under 
all applicable Laws the violation of which could 
reasonably be expected to have a material adverse 
effect on the Condition of TNE or of TNE and the TNE 
Subsidiaries taken as a whole;
(f) 	for all taxable years through the tax-
able year that ended on December 31, 1992, TNE and all 
TNE Subsidiaries that were life insurance companies 
filed separate consolidated federal income tax returns 
and the statute of limitations for the assessment of 
federal income taxes with respect to such tax returns 
has expired for all years through the taxable year 
that ended on December 31, 1983;
(g)  for all taxable years through the taxable 
year that ended on December 31, 1992, those TNE 
Subsidiaries that were not life insurance companies 
filed separate consolidated federal income tax returns 
and the statute of limitations for the assessment of 
federal income taxes with respect to such tax returns 
has expired for all years through the taxable year 
that ended on December 31, 1990;
(h) 	the statute of limitations for the as-
sessment of state, local and foreign income or premium 
taxes has expired for each applicable Tax Return of 
TNE and any of the TNE Subsidiaries showing a 
liability for Taxes in excess of Five Hundred Thousand 
Dollars ($500,000) or such Tax Return has been exam-
ined by the appropriate taxing authorities for the 
period shown on Section 4.10 of the TNE Disclosure 
Schedule;
(i) 	no federal, state, local or foreign 
audits or other administrative proceedings or court 
proceedings are presently pending with regard to any 
material amounts of Taxes or material Tax Returns of 
TNE or any of the TNE Subsidiaries;
(j) 	no power of attorney that is currently 
in force has been granted by TNE or any of the TNE 
Subsidiaries with respect to any matter relating to 
any material amount of Taxes of TNE or any of the TNE 
Subsidiaries;
(k) 	none of TNE or any of the TNE Subsidiar-
ies is a party to any Contract or arrangement that, 
separately or in the aggregate, could, by reason of 
the transactions contemplated by this Agreement, give 
rise to the payment of any excess parachute payment 
within the meaning of Section 280G of the Code;
(l) 	none of TNE or any of the TNE Subsid-
iaries owns a residual interest in a real estate mort-
gage investment conduit, as defined in Sections 860D 
and 860G(a)(2) of the Code;
(m) 	NEIC is (and as of the Effective Time, 
will be) an existing partnership within the meaning 
of Section 10211(c) of the Revenue Act of 1987;
(n) 	each TNE Group Fund or series thereof 
registered under the Investment Company Act as a 
management company qualifies, and has qualified for 
each year during which it was a management company 
under the Investment Company Act, as a regulated in-
vestment company under Sections 851 and 852 of the 
Code;
(o) 	the investments made by any segregated 
asset account supporting each variable contract 
(within the meaning of Section 817(d) of the Code but 
which do not qualify as pension plan contracts under 
Section 818(a) of the Code) issued by TNE or any TNE 
Subsidiary were, for each year of the segregated asset 
accounts existence, adequately diversified within the 
meaning of Treasury Regulation Section 1.817-5(b);
(p) 	for all tax years for which the statute 
of limitations has not yet expired, TNE and each of 
the TNE Subsidiaries have, in all material respects, 
computed their respective tax reserves in accordance 
with the requirements of Sections 807, 811, 818 and 
846 of the Code (or the predecessors of such 
Sections), in each case as in effect with respect to 
the years in question; 
(q) 	for all tax years for which the statute 
of limitations has not yet expired, TNE and each of 
the TNE Subsidiaries that filed for federal income tax 
purposes as a life insurance company (whether on the 
consolidated federal income tax return of the TNE con-
solidated group or otherwise) has qualified as a life 
insurance company under Section 816 of the Code;
(r) 	TNE has filed a timely and valid 
election under Section 953(d) of the Code to treat 
Exeter Reassurance Company Ltd. (Exeter) as a 
domestic corporation for the tax year ended December 
31, 1994, and Exeter will be an includible corporation 
and will be included as a member of the TNE consoli-
dated group for such year in accordance with Section 
1504(c)(2) of the Code and Section 1.1502-47 of the 
Treasury Regulations;
(s) 	each life insurance contract issued by 
TNE or any TNE Subsidiary (whether developed by, 
administered by, or reinsured with any unrelated third 
party) qualifies as a life insurance contract under 
the federal income tax law as in effect as of the date 
of the issuance of such contract (or material modi-
fication thereof), other than those life insurance 
contracts the failure of which to so qualify would not 
have a material adverse effect on the Condition of TNE 
or of TNE and the TNE Subsidiaries taken as a whole;
(t) 	each annuity issued by TNE or any TNE 
Subsidiary (whether developed by, administered by, or 
reinsured with any unrelated third party), other than 
certain deferred annuities issued to non-natural 
persons to the extent affected by the provisions of 
Section 72(u) of the Code, qualifies as an annuity 
under the federal income tax law as in effect as of 
the date of issuance of such annuity (or material 
modification thereof), other than those annuities the 
failure of which to so qualify would not have a 
material adverse effect on the Condition of TNE or of 
TNE and the TNE Subsidiaries taken as a whole;
(u) 	each annuity contract issued by TNE or 
any TNE Subsidiary (whether developed by, administered 
by, or reinsured with any unrelated third party) which 
is provided under or connected with a plan described 
in Section 401(a), 403(a) or 403(b) of the Code or 
which is an individual retirement annuity or provided 
under an individual retirement account or annuity, 
satisfies the federal income tax laws applicable to 
such annuity contract, other than those contracts, 
annuities or accounts the failure of which to satisfy 
such laws would not have a material adverse effect on 
the Condition of TNE or of TNE and the TNE Subsidiar-
ies taken as a whole;
(v) 	there are no  hold harmless , tax shar-
ing or indemnification agreements respecting the Tax 
qualification or treatment of any product or plan 
sold, issued or administered by TNE or any TNE Subsid-
iary (whether developed by or reinsured with any unre-
lated third party), other than certain indemnity 
agreements running to various school districts and 
other municipal bodies in connection with tax shel-
tered retirement annuities issued by TNE or any of its 
Subsidiaries to school teachers and other municipal 
employees, which agreements have been issued in the 
ordinary course of business and are consistent with 
industry practice, that could give rise to a Liability 
that would have a material adverse effect on the 
Condition of TNE or of TNE and the TNE Subsidiaries 
taken as a whole; and
(w) 	to the Knowledge of each of TNE or of 
any of the TNE Subsidiaries, there are no currently 
pending federal, state, local or foreign audits or 
other administrative or judicial proceedings with 
regard to the Tax treatment of any product or plan 
sold, issued or administered by TNE or any TNE Subsid-
iary (whether developed by or reinsured with any unre-
lated third party), that could give rise to a Liabili-
ty that would have a material adverse effect on the 
Condition of TNE or of TNE and the TNE Subsidiaries 
taken as a whole.
ARTICLE IIISection .11   Litigation.  Except 
(i) as set forth in Section 4.11 of the TNE Disclosure 
Schedule and (ii) any Proceeding which is not 
reasonably expected to give rise to a Liability in 
excess of Five Hundred Thousand Dollars ($500,000), 
there are no Proceedings pending or, to the Knowledge 
of TNE or any of the TNE Subsidiaries, threatened 
against, relating to, involving or otherwise affecting 
TNE or any TNE Subsidiary or any TNE Joint Venture 
before any Governmental Entity or arbitrator which, 
individually or in the aggregate, may reasonably be 
expected to have a material adverse effect on the 
Condition of TNE or of TNE and the TNE Subsidiaries 
taken as a whole.  Neither TNE nor any TNE Subsidiary 
is subject to any Order, except for Orders which, 
individually or in the aggregate, do not and would not 
reasonably be expected to have a material adverse 
effect on its Condition.
ARTICLE IIISection .12   Compliance with Law.
(a) 	Except as set forth in Section 4.12(a) 
of the TNE Disclosure Schedule, neither TNE, any TNE 
Subsidiary nor any TNE Joint Venture is in violation 
(or, with notice or lapse of time or both, would be in 
violation) of any term or provision of any Law appli-
cable to it or any of its Assets, the result of which 
violation, individually or in the aggregate, has or 
may reasonably be expected to have a material adverse 
effect on the Condition of TNE or of TNE and the TNE 
Subsidiaries taken as a whole.  Without limiting the 
generality of the foregoing:  each of TNE, the TNE 
Subsidiaries and the TNE Joint Ventures has filed or 
caused to be filed, in compliance in all material 
respects with all applicable Laws, all reports, state-
ments, documents, registrations, filings or submis-
sions which were required by Law to be filed by it, 
except for any such filing where the failure to so 
file, individually or in the aggregate, would not 
reasonably be expected to have a material adverse 
effect on the Condition of TNE or of TNE and the TNE 
Subsidiaries taken as a whole.  All of the Investment 
Assets of each TNE Insurer comply in all material re-
spects with the investment provisions of its 
jurisdiction of domicile and the applicable Laws of 
each of the other jurisdictions which require 
compliance therewith, except to the extent that the 
failure to comply with such investment provisions does 
not have and would not be reasonably expected to have 
a material adverse effect on the Condition of TNE or 
of TNE and the TNE Subsidiaries taken as a whole.  TNE 
has delivered to MetLife all reports (including, but 
not limited to, draft reports) reflecting the results 
of examinations of the affairs of each TNE Insurer 
(including, but not limited to, market conduct 
examinations) issued by insurance Governmental Enti-
ties for any period ending on a date on or after 
January 1, 1992; except as set forth in Section 
4.12(a) of the TNE Disclosure Schedule, all deficien-
cies or violations in such reports for any prior 
period have been resolved in all material respects.  
Except as set forth in Section 4.12(a) of the TNE 
Disclosure Schedule, all outstanding Insurance Con-
tracts issued or assumed by any TNE Insurer are, to 
the extent required by Law, on forms and at rates ap-
proved by the insurance Governmental Entities of the 
jurisdictions where issued or have been filed with and 
not objected to by such authorities within the periods 
provided for objection.
(b) 	Except as set forth in Section 4.12(b) 
of the TNE Disclosure Schedule, neither TNE nor any 
TNE Subsidiary is a party to any Contract with or 
other undertaking to, or is subject to any Order by, 
or is a recipient of any presently applicable super-
visory letter or other written communication of any 
kind from, any Governmental Entity which (i) currently 
materially adversely affects or is reasonably likely 
to materially adversely affect the conduct of its 
Business, (ii) other than with respect to TNE Joint 
Ventures, relates materially and adversely to its re-
serve adequacy, or its investment or underwriting 
practices or policies or its sales practices or 
policies, or (iii) may reasonably be expected to have 
a material adverse effect on the Condition of TNE or 
of TNE and the TNE Subsidiaries taken as a whole, nor, 
to the Knowledge of TNE or of any of the TNE Subsid-
iaries, has TNE or any of the TNE Subsidiaries been 
notified by any Governmental Entity that it is contem-
plating issuing or requesting (or is considering the 
appropriateness of issuing or requesting) any such 
Order, Contract, undertaking, letter or other written 
communication.
(c) 	Each TNE Asset Management Company, where 
applicable, is registered with the SEC, under appli-
cable state Laws and with each other Governmental 
Entity with which it is required to register in order 
to conduct its Business as now conducted, and is in 
compliance in all material respects with all appli-
cable Laws thereunder, except for any failures to 
register or comply which would not reasonably be 
expected to have a material adverse effect on the 
Condition of any TNE Material Asset Management 
Company, of TNE or of TNE and the TNE Subsidiaries 
taken as a whole.  Each TNE Broker-Dealer is a member 
organization in good standing with all Governmental 
Entities and such other organizations in which its 
membership is required in order to conduct its Busi-
ness as now conducted and is in compliance in all 
material respects with all applicable regulations, 
rules and requirements of such Governmental Entities 
and organizations, except for any failures to register 
or comply which would not reasonably be expected to 
have a material adverse effect on the Condition of any 
TNE Broker-Dealer,  any TNE Material Asset Management 
Company or TNE or of TNE and the TNE Subsidiaries 
taken as a whole.
(d) 	TNE has implemented procedures and pro-
grams which are reasonably designed to provide assur-
ance that each of TNE, the TNE Insurers and their 
respective agents and employees are in compliance in 
all material respects with all applicable Laws, in-
cluding, but not limited to, advertising, licensing 
and sales Laws.  TNE has previously provided MetLife 
with a true, complete and correct copy of TNEs 
compliance program and procedures and, except as 
previously disclosed to MetLife, TNE has no Knowledge 
of any noncompliance therewith in any material 
respect.
ARTICLE IIISection .13   Employee Benefit 
Plans; ERISA.
(a) 	Section 4.13(a) of the TNE Disclosure 
Schedule contains a true, complete and correct list of 
each bonus, deferred compensation, incentive compensa-
tion, split dollar, tuition assistance, legal servic-
es, salary contribution, travel or accident 
disability, severance or termination pay, hospitaliza-
tion or other medical, life or other insurance, sup-
plemental unemployment benefits, profit-sharing, 
pension, or retirement plan, program, agreement or ar-
rangement (whether written or oral, whether formal or 
informal), and each other employee benefit plan, pro-
gram, agreement or arrangement, sponsored, maintained 
or contributed to or required to be contributed to by 
TNE or any TNE Subsidiary or by any trade or business, 
whether or not incorporated (an ERISA Affiliate), 
that together with TNE or any TNE Subsidiary would be 
deemed a single employer within the meaning of 
section 4001 of the Employee Retirement Income 
Security Act of 1974, as amended (ERISA), for the 
benefit of any employee or terminated employee of TNE 
or any ERISA Affiliate (the Plans) including, but 
not limited to, any such Plan that is an employee 
benefit plan, as that term is defined in section 3(3) 
of ERISA (the ERISA Plans).
(b) 	With respect to each Plan, TNE has here-
tofore provided to MetLife true, complete and correct 
copies of each of the following documents:
(i)   a copy thereof;
(ii)  a copy of the most recently 
prepared annual report and actuarial report, 
if any;
(iii)  a copy of the most recently 
prepared Summary Plan Description, if any;
(iv)   if the Plan is funded through 
a trust or any third party funding vehicle, a 
copy of the trust or other funding agreement 
and the latest financial statements thereof; 
and
(v)   the most recent determination 
letter received from the IRS with respect to 
each Plan intended to qualify under section 
401(a) of the Code.
(c) 	No liability under Title IV of ERISA has 
been incurred by TNE, or any TNE Subsidiary or any 
ERISA Affiliate that has not been satisfied in full, 
and no condition exists that presents a risk to TNE or 
any TNE Subsidiary or any ERISA Affiliate of incurring 
a liability under such Title, other than liability for 
premiums due to the PBGC (which premiums have been 
paid when due).
(d) 	The PBGC has not instituted Proceedings 
to terminate any ERISA Plan and no condition exists 
that presents a risk that such proceedings will be 
instituted.
(e) 	With respect to each ERISA Plan subject 
to Title IV of ERISA, the present value of accrued 
benefit obligations under such Plan as set forth in 
the most recent actuarial report prepared by such 
Plans actuary with respect to such Plan, based upon 
the actuarial assumptions used for funding purposes in 
such actuarial report did not exceed, as of the valua-
tion date of such report, the then current value of 
the assets of such plan allocable to such accrued 
benefit obligations.
(f) 	To the knowledge of TNE or of any of the 
TNE Subsidiaries, neither TNE nor any ERISA Affiliate 
nor any TNE Subsidiary, nor any ERISA Plan, nor any 
trust created thereunder, nor any trustee or adminis-
trator thereof has engaged in a transaction in connec-
tion with which TNE or any TNE Subsidiary or any ERISA 
Affiliate, or any Person dealing with any ERISA Plan 
or any such trust could be subject to either a civil 
liability assessed pursuant to section 409 or 502 of 
ERISA or a tax imposed pursuant to section 4975 or 
4976 of the Code.
(g) 	No ERISA Plan which is subject to Title 
IV of ERISA or any trust established thereunder has 
incurred any accumulated funding deficiency (as 
defined in section 302 of ERISA and section 412 of the 
Code), whether or not waived, as of the last day of 
the most recent fiscal year of each ERISA Plan ended 
prior to the Effective Time; and all contributions re-
quired to be made with respect thereto (whether pursu-
ant to the terms of any ERISA Plan or otherwise) on or 
prior to the Effective Time have been timely made.
(h) 	Except as specifically set forth in Sec-
tion 4.13(h) of the TNE Disclosure Schedule, no ERISA 
Plan is a multiemployer pension plan, as defined in 
section 3(37) of ERISA or a multiple employer plan de-
fined in Section 413(c) of the Code.
(i) 	Each Plan has been operated and adminis-
tered in all respects in accordance with its terms and 
applicable Law, including, but not limited to, ERISA 
and the Code.
(j) 	Each ERISA Plan intended to be quali-
fied within the meaning of section 401(a) of the Code 
has either received or applied to the Internal Revenue 
Service for a favorable determination letter from the 
IRS, other than with respect to Plans implemented on 
January 1, 1995 as to which determination letters have 
not yet been requested, stating that such Plan is so 
qualified and the trusts maintained thereunder are 
exempt from taxation under section 501(a) of the Code 
and, to the knowledge of TNE or of any TNE Subsidiary, 
no condition exists which presents a risk that such 
letter would be revoked or such favorable 
determination would not be obtained, as applicable.
(k) 	Except as specifically set forth in Sec-
tion 4.13(k) of the TNE Disclosure Schedule, the con-
summation of the Merger will not solely by its occur-
rence (i) entitle any current or former employee or 
officer of TNE, a TNE Subsidiary or any ERISA Affili-
ate to severance pay, unemployment compensation or any 
other payment, except as expressly provided in this 
Agreement or (ii) accelerate the time of payment or 
vesting, or increase the amount of compensation due 
any such employee or officer or (iii) provide any such 
officer or employee with additional or enhanced rights 
to trigger (by termination of employment or otherwise) 
his right to receive any of the compensation referred 
to in items (i) or (ii) above.
(l) 	To the knowledge of TNE and of the TNE 
Subsidiaries, there are no pending, threatened or 
anticipated claims by or on behalf of any Plan, by any 
employee or beneficiary covered under any such Plan, 
or otherwise involving any such Plan (other than 
routine claims for benefits).  To the knowledge of TNE 
and of the TNE Subsidiaries, no facts or circumstances 
exist which present a risk that any such claims would 
be made.
(m) 	Except as specifically set forth in Sec-
tion 4.13(m) of the TNE Disclosure Schedule, no Plan 
providing medical or death benefits (whether or not 
insured) with respect to current or former employees 
continues such coverage or provides such benefits 
beyond their date of retirement or other termination 
of service (other than coverage mandated by section 
601 of ERISA, the cost of which is fully paid by the 
former employee or his or her dependents).
(n) 	The representations and warranties con-
tained in this Section 4.13 shall be deemed breached 
only to the extent that any noncompliance with such 
representations and warranties, individually or in the 
aggregate, has had or may reasonably be expected to 
have a material adverse effect on the Condition of TNE 
or of TNE and the TNE Subsidiaries taken as a whole.
ARTICLE IIISection .14   Assets.
(a) 	Except as set forth in Section 4.14(a) 
of the TNE Disclosure Schedule:
(i) 	All Assets disposed of by TNE 
and each TNE Subsidiary since December 31, 
1994 were disposed of at prices reasonably 
believed to be fair market value in arms 
length transactions in the ordinary course of 
business consistent with past practice.  A 
list of such disposed Assets which, individ-
ually or in a series of related transactions, 
were (A) disposed of for more than Twenty 
Five Million Dollars ($25,000,000) or (B) re-
sulted in a gain or loss on disposition of 
Three Million Dollars ($3,000,000) or more 
from their admitted asset  value is set forth 
in Section 4.14(a)(i) of the TNE Disclosure 
Schedule.  TNE has previously provided to 
MetLife a true, complete and correct listing 
of all Investment Assets acquired by TNE or 
any TNE Insurer since June 30, 1995.
(ii) 	Each of TNE and the TNE 
Subsidiaries owns and has good title to all 
Assets that are disclosed or otherwise 
reflected in its June 30, 1995 Quarterly 
Statement or unaudited GAAP Financial State-
ments for the six months ended June 30, 1995, 
and all such Assets are owned by such Persons 
free and clear of all Liens, other than 
Permitted Liens.  There are no Payment De-
faults, or to the Knowledge of TNE or any of 
the TNE Subsidiaries, any other defaults 
which can be reasonably expected to result in 
a Payment Default (each a Potential Payment 
Default), except (a) as set forth in Section 
4.14(a)(ii) of the TNE Disclosure Schedule, 
(b) for Payment Defaults of thirty (30) days 
or less duration, and (c) for Payment De-
faults of more than thirty (30) days but less 
than sixty (60) days duration which are not 
set forth in Section 4.14(a)(ii) of the TNE 
Disclosure Schedule, and Potential Payment 
Defaults of which TNE or any of the TNE 
Subsidiaries have Knowledge, to the extent 
such Payment Defaults and Potential Payment 
Defaults covered by this clause (c) do not 
exceed Thirty Million Dollars ($30,000,000) 
in the aggregate.  As used herein,Payment 
Default shall mean a default in the payment 
on any of the bonds, notes, debentures and 
other evidences of indebtedness that 
constitute Investment Assets having an 
admitted asset value of One Million Dollars 
($1,000,000) or more and which are disclosed 
or otherwise reflected in TNEs or any TNE 
Subsidiaries June 30, 1995 Quarterly State-
ment or unaudited GAAP Financial Statements 
for the six months ended June 30, 1995.  Nei-
ther TNE nor any of the TNE Subsidiaries has 
actual knowledge of any pending or threatened 
bankruptcy, reorganization, insolvency,  
moratorium or similar event or proceeding by 
any issuer, guarantor or other Person 
responsible for making payment with respect 
to any such Investment Assets as of the date 
of this Agreement.
(iii) (A)	TNE has provided MetLife 
with (x) a true, complete and correct list of 
all TNE Material Owned Real Property and (y) 
all material documents and has provided all 
information in its possession relating there-
to.  TNE, the TNE Subsidiaries and the TNE 
Joint Ventures own, as the case may be, and 
have good and marketable fee title to such 
TNE Material Owned Real Property, free and 
clear of all Liens, other than Permitted 
Liens.  Other than as set forth in Section 
4.14(a)(iii)(A) of the TNE Disclosure Sched-
ule or as may affect TNE Material Owned Prop-
erty having an admitted value of less than 
Ten Million Dollars ($10,000,000), there are 
no outstanding options to purchase or rights 
of first refusal granted at less than fair 
market value, net of brokerage commissions, 
at the time of grant affecting the TNE 
Material Owned Property.
(iv) 

(vi) (B) TNE has provided to MetLife 
all material documents relating to TNE 
Landlord Property including, but not limited 
to, leases, subleases and rental or occupancy 
agreements relating thereto (all such leases, 
subleases and rental or occupancy agreements, 
collectively, the TNE Landlord Leases).  
With respect to the TNE Landlord Leases, TNE 
hereby represents and warrants to MetLife as 
follows:  (1) each of the TNE Landlord Leases 
is in full force and effect, and, to the 
Knowledge of TNE or any of the TNE Subsidiar-
ies, constitutes a legal, valid and binding 
obligation of each Person that is a party 
thereto; and (2) true, complete and correct 
copies of the rent rolls showing tenant name, 
square footage, annual base rent and term, 
with respect to the TNE Landlord Leases, as 
of the date hereof, have been previously made 
available to MetLife.  Except as set forth in 
Section 4.14(a)(iii)(B) of the TNE Disclosure 
Schedule, neither TNE, the TNE Subsidiaries 
nor the TNE Joint Ventures are and, to the 
Knowledge of TNE or any of the TNE Subsidiar-
ies, no other party to the TNE Landlord 
Leases is, in material violation, breach or 
default of any of the TNE Landlord Leases or, 
with notice or lapse of time or both, would 
be in material violation, breach or default 
of any of the TNE Landlord Leases, except for 
such breaches, violations or defaults, which, 
with respect to any TNE Landlord Lease, would 
not reasonably be expected to have an adverse 
effect of One Million Dollars ($1,000,000) or 
more; and no action has commenced and, to the 
Knowledge of TNE or any of the TNE Subsidiar-
ies, no notice has been given or received for 
the purpose of terminating any of the TNE 
Landlord Leases.
(vii) 

(vii) (C) TNE has provided MetLife 
with a true, complete and correct list, as of 
June 30, 1995, of all TNE Real Property owned 
or leased by TNE, a TNE Subsidiary or a TNE 
Joint Venture which is encumbered by a Lien 
granted by TNE, a TNE Subsidiary or a TNE 
Joint Venture, as the case may be, or which 
is otherwise encumbered by a mortgage, deed 
of trust or deed to secure debt, which list 
sets forth the amount of the debt secured by 
such Liens on a property by property basis.  
TNE has provided MetLife with all material 
documents relating to such TNE Real Property, 
including, but not limited to, all mortgages, 
deeds of trust and deeds to secure debt (col-
lectively, the TNE Borrower Loan Docu-
ments).  With respect to such TNE Real 
Property, TNE hereby represents and warrants 
to MetLife as follows:  (1) each of TNE, the 
TNE Subsidiaries and the TNE Joint Ventures, 
as the case may be, owns and holds good and 
marketable fee or leasehold title to such TNE 
Real Property, free and clear of all Liens, 
other than Permitted Liens; (2) to the Knowl-
edge of TNE or of any of the TNE Subsidiar-
ies, each of the TNE Borrower Loan Documents 
is in full force and effect and constitutes a 
legal, valid and binding obligation of each 
Person that is a party thereto; (3) except as 
set forth in Section 4.14(a)(iii)(C) of the 
TNE Disclosure Schedule, all funds greater in 
amount than Five Hundred Thousand Dollars 
($500,000) to be disbursed pursuant to the 
TNE Borrower Loan Documents have been dis-
bursed to the borrower thereunder; and with 
respect to any undisbursed funds set forth in 
Section 4.14(a)(iii)(C) of the TNE Disclosure 
Schedule, neither TNE nor any of the TNE Sub-
sidiaries have Knowledge of any condition 
which will permit the lender thereunder to 
not disburse such unadvanced funds as contem-
plated by the TNE Borrower Loan Documents; 
and (4) except as set forth in Section 
4.14(a)(iii)(C) of the TNE Disclosure Sched-
ule, neither TNE, the TNE Subsidiaries nor 
the TNE Joint Ventures are, and, to the 
Knowledge of TNE or of any of the TNE Sub-
sidiaries, no other party to the TNE Borrower 
Loan Documents is, in material violation, 
breach or default of any of the TNE Borrower 
Loan Documents or, with notice or lapse of 
time or both, would be in material violation, 
breach or default of any of the TNE Borrower 
Loan Documents, except for such violations, 
breaches or defaults which, individually or 
in the aggregate, would not reasonably be 
expected to have an adverse effect of Five 
Million Dollars ($5,000,000) or more.
(viii) 

(viii) (D) TNE has provided MetLife 
with a true, complete and correct list of all 
TNE Real Property subject to leases or leases 
pursuant to which TNE, a TNE Subsidiary or a 
TNE Joint Venture leases real property and 
all rental or occupancy agreements including, 
but not limited to, all ground leases 
relating thereto providing for annual rental 
payments to be paid by or on behalf of TNE, 
the TNE Subsidiaries and the TNE Joint Ven-
tures in excess of Five Hundred Thousand 
Dollars ($500,000) (the TNE Tenant Leases), 
clearly indicating which of such TNE Real 
Property is ground leased (Ground Leased 
Properties).  With respect to such TNE Real 
Property, TNE hereby represents and warrants 
to MetLife as follows:  (1) each of TNE, the 
TNE Subsidiaries and the TNE Joint Ventures, 
as the case may be, owns and holds good and 
insurable (and, in the case of the Ground 
Leased Properties, marketable) leasehold in-
terest in such TNE Real Property, free and 
clear of all Liens, other than Permitted 
Liens; (2) to the Knowledge of TNE or of any 
of the TNE Subsidiaries, each of the TNE 
Tenant Leases is in full force and effect and 
constitutes a legal, valid and binding obli-
gation of each Person that is a party there-
to; (3) TNE, the TNE Subsidiaries and the TNE 
Joint Ventures enjoy the quiet and peaceful 
possession of the TNE Real Property subject 
to the terms of the TNE Tenant Leases and 
Permitted Liens; (4) except as set forth in 
Section 4.14(a)(iii)(D) of the TNE Disclosure 
Schedule, neither TNE, the TNE Subsidiaries 
nor the TNE Joint Ventures are and, to the 
Knowledge of TNE or of any of the TNE Sub-
sidiaries, no other party to any of the TNE 
Tenant Leases is, in material violation, 
breach or default of any of the TNE Tenant 
Leases or, with notice or lapse of time or 
both, would be in material violation, breach 
or default of any of the TNE Tenant Leases, 
except for any such violation, breach or 
default which, with respect to any TNE Tenant 
Lease, would not reasonably be expected to 
have an adverse effect of Two Hundred and 
Fifty Thousand Dollars ($250,000) or more; 
and (5) no action has commenced to terminate 
and, to the Knowledge of TNE or of any of the 
TNE Subsidiaries, no notice has been given or 
received for the purpose of terminating any 
of the TNE Tenant Leases.
			(iii)(E)  TNE has provided MetLife 
with a true, complete and correct list, as of 
June 30, 1995, of all TNE Real Property 
encumbered by a Lien granted or assigned to 
TNE, a TNE Subsidiary or a TNE Joint Venture, 
which list sets forth the amount of the debt 
obligation secured by such Liens on a 
property by property basis.  TNE has provided 
MetLife with all material documents relating 
to such TNE Real Property, including, but not 
limited to, all mortgages, deeds of trust and 
deeds to secure debt (collectively, the TNE 
Lender Loan Documents).  With respect to 
such TNE Real Property, TNE hereby represents 
and warrants to MetLife as follows:  (1) each 
of the TNE Lender Loan Documents is in full 
force and effect and, to the Knowledge of TNE 
or of any of the TNE Subsidiaries, consti-
tutes a legal, valid and binding obligation 
of each Person that is a party thereto; (2) 
except as set forth in Section 
4.14(a)(iii)(E) of the TNE Disclosure 
Schedule, all funds to be disbursed pursuant 
to the TNE Lender Loan Documents have been 
disbursed, and there is no requirement for 
future advances thereunder; (3) except as set 
forth in Section 4.14(a)(iii)(E) of the TNE 
Disclosure Schedule, none of TNE, the TNE 
Subsidiaries and the TNE Joint Ventures are, 
and, to the Knowledge of TNE or of any of the 
TNE Subsidiaries, no other party to the TNE 
Lender Loan Documents is, in material viola-
tion, breach or default of any of the TNE 
Lender Loan Documents or, with notice or 
lapse of time or both, would be in material 
violation, breach or default of any of the 
TNE Lender Loan Documents, except for such 
violations, breaches or defaults which 
(i) individually or in the aggregate would 
not reasonably be expected to result in a 
loss of Five Million Dollars ($5,000,000) or 
more, (ii) have not existed for 60 days or 
more and (iii) relate to loans which TNE has 
no reason to believe are not collectible in 
full pursuant to the original terms thereof; 
and (4) each loan made pursuant to the TNE 
Lender Loan Documents as of the date origi-
nally made did not exceed the fair market 
value of the subject property.
			(iii)(F) (1) No portion of the TNE 
Real Property has been damaged, destroyed or 
injured by fire or other casualty involving 
damages or injury in excess of Two Hundred 
and Fifty Thousand Dollars ($250,000) in 
amount which is not now restored or in the 
process of being restored so that the TNE 
Real Property is or within a reasonable time 
period will be suitable for the use for which 
it was intended; (2) no Taking has been com-
menced or, to the Knowledge of TNE or of any 
of the TNE Subsidiaries, is contemplated or 
threatened, against any material portion of 
the TNE Real Property which interferes with, 
or is reasonably likely to interfere with, 
the use of such portion of the TNE Real 
Property and which interference has caused or 
is reasonably likely to cause a diminution in 
value in excess of Five Hundred Thousand 
Dollars ($500,000); (3) the TNE Material 
Owned Real Property (and, with respect to the 
assets managed by Copley Real Estate Advi-
sors, Inc., to the actual knowledge of the 
Vice President in charge of investment 
strategy, with respect to the home office, to 
the actual knowledge of the Second Vice 
President in charge of home office property, 
and, with respect to any other TNE Real Prop-
erty, to the actual knowledge of the Vice 
President in charge of the asset management 
group), other than unimproved land, is in all 
material respects in good operating condition 
and repair, ordinary wear and tear excepted, 
and is suitable for its current use; with re-
spect to the unimproved land, neither TNE nor 
any of the TNE Subsidiaries has Knowledge of 
any circumstances or conditions which would 
reasonably be expected to prevent the devel-
opment of any material portion thereof as 
currently contemplated; (4) the TNE Real 
Property has adequate rights of access to 
physically open, dedicated public rights of 
way; (5) there are no pending or, to the 
Knowledge of TNE or of any of the TNE Subsid-
iaries, proposed special or other assessments 
for public improvements or otherwise affect-
ing the TNE Material Owned Real Property, nor 
are there any contemplated improvements to 
the TNE Material Owned Real Property that may 
result in such special or other assessments, 
payable by TNE, the TNE Subsidiaries or the 
TNE Joint Ventures which, with respect to any 
TNE Material Owned Real Property would or 
would reasonably be expected to exceed Two 
Hundred and Fifty Thousand Dollars 
($250,000); and (6) all material certifi-
cates, permits, licenses, approvals, authori-
zations, registrations  and franchises, 
including, but not limited to, certificates 
of occupancy (collectively, the Permits), 
necessary in order to use and operate the TNE 
Real Property for its current use, have been 
obtained and are in full force and effect and 
not subject to any revocation, amendment, 
release, suspension, forfeiture or the like; 
no appeals with respect to the same are 
pending from any material adverse ruling, 
order, decision or determination of any 
Governmental Entity; and the present and/or 
contemplated use and operation of the TNE 
Real Property does not conflict with or 
violate any such Permit other than appeals, 
conflicts or violations which, individually 
or in the aggregate, would not reasonably be 
expected to have an adverse effect of Five 
Million Dollars ($5,000,000) or more on TNE 
or TNE and the TNE Subsidiaries taken as a 
whole.
			(iii)(G)  Except as set forth in 
Section 4.14(a)(iii)(G) of the TNE Disclosure 
Schedule, TNE, the TNE Subsidiaries and the 
TNE Joint Ventures, as applicable, are the 
insureds under effective title policies: (1) 
with respect to such TNE Real Property owned 
by TNE, a TNE Subsidiary or a TNE Joint 
Venture, for an amount at least equal to the 
fair market value of the subject property as 
of the date the same was acquired by TNE or 
the applicable TNE Subsidiary or a TNE Joint 
Venture; and (2) with respect to each loan 
evidenced by a TNE Lender Loan Document, for 
an amount at least equal to the current out-
standing balance thereunder.
(iii)  each of TNE and the TNE Sub-
sidiaries owns good and indefeasible title 
to, or has a valid leasehold interest in or 
has a valid right under Contract to use, all 
personal property that is material to the 
conduct of its Business, free and clear of 
all Liens, other than Permitted Liens; and, 
in the aggregate, all personal property is in 
good operating condition and repair, ordinary 
wear and tear excepted, and is suitable and 
adequate for its current uses.
(b) 	Except as set forth in Section 4.14(b) 
of the TNE Disclosure Schedule, neither TNE, a TNE 
Subsidiary nor a TNE Joint Venture owns any interest 
in real property (which, for purposes of this subsec-
tion (b) shall include, but not be limited to, any 
leasehold, the terms of which provide for rental 
payments exceeding Five Hundred Thousand Dollars 
($500,000) annually or fee interest in real property) 
located within the District of Columbia, the State of 
Connecticut, the State of New York, the Commonwealth 
of Pennsylvania or the State of Vermont.
(c) 	No sales or brokerage commission or fee 
or other compensation is or will be payable in con-
nection with any of the TNE Real Property as a result 
of the consummation of the transactions contemplated 
hereby and, except as set forth in Section 4.14(c) of 
the Disclosure Schedule, no Contract to which TNE, any 
TNE Subsidiary or any TNE Joint Venture is a party 
contains any provision which restricts any of them 
from conducting real estate activities in a specified 
area.
 		(d)(A)  Section 4.14(d)(A) of the TNE Disclo-
sure Schedule sets forth a true, complete and correct 
list of all material (i) proprietary Computer Soft-
ware, (ii) registered Copyrights, (iii) Patents, (iv) 
to the Knowledge of TNE or of any of the TNE 
Subsidiaries, registered and unregistered Trademarks, 
and (v) applications, registrations and grants, and 
all licenses, distribution agreements, assignments and 
other Contracts for or under any such item referred to 
in the foregoing clauses (A)(i) through (v) above, 
which are owned by TNE or any TNE Subsidiary; (B) Sec-
tion 4.14(d)(B) of the TNE Disclosure Schedule iden-
tifies (i) all Intellectual Property not owned by TNE 
or any TNE Subsidiary but which is material to and 
used in the Business of TNE or any TNE Subsidiary, and 
(ii) each license, distribution agreement, assignment 
and other Contract entered into by TNE or any TNE 
Subsidiary with respect to such Intellectual Property 
referred to in clause (B)(i); (C) either TNE or a TNE 
Subsidiary, as identified in Section 4.14(d)(B) of the 
TNE Disclosure Schedule, is a party to such licenses, 
distribution agreements, assignments or other 
Contracts; (D) either TNE or a TNE Subsidiary, as 
identified on Section 4.14(d)(A) of the TNE Disclosure 
Schedule, is listed in the records of the appropriate 
agency as the sole and exclusive owner of record for 
each registration, grant and application listed in 
Section 4.14(d)(A) of the TNE Disclosure Schedule; (E) 
all registration and maintenance fees that have become 
due and payable in respect of any Intellectual 
Property referred to in subclause (A) hereof prior to 
the date hereof have been paid and, to the Knowledge 
of TNE or of any of the TNE Subsidiaries, no act has 
been done or omitted to be done by any such party to 
impair or dedicate to the public or entitle any Gov-
ernmental Entity to cancel, forfeit, modify or hold 
abandoned any of the Intellectual Property listed in 
Section 4.14(d)(A) of the TNE Disclosure Schedule and, 
to the Knowledge of TNE or of any of the TNE 
Subsidiaries, all such Intellectual Property is valid; 
(F) subject to the Proceedings identified in Section 
4.11 of the TNE Disclosure Schedule, each of TNE and 
the TNE Subsidiaries owns or otherwise has the right 
to use, (i) free and clear of any royalty or other 
payment obligations (except for such payments in 
respect of Licenses to use such Intellectual Property 
which (a) are separately listed in Section 
4.14(d)(F)(i) of the TNE Disclosure Schedule, or (b) 
are for off-the-shelf software licensed by TNE or a 
TNE Subsidiary other than pursuant to a master 
purchase or discount license agreement), and (ii) free 
and clear of any claims of infringement or other 
violation or alleged infringement or other alleged 
violation and other Liens, any and all Computer 
Software and other Intellectual Property (except for 
such other Intellectual Property the unavailability of 
which would not, individually or in the aggregate, 
have a material adverse effect on the Condition of TNE 
or of TNE and the TNE Subsidiaries taken as a whole) 
that is used in or necessary for the conduct of its 
Business; (G) the Merger will not result in a material 
adverse effect on any license, distribution agreement, 
assignment or other Contract with respect to the 
Computer Software and other Intellectual Property 
(except for such other Intellectual Property the 
unavailability of which would not, individually or in 
the aggregate, have a material adverse effect on the 
Condition of TNE or of TNE and the TNE Subsidiaries 
taken as a whole); (H) neither TNE nor any TNE Subsid-
iary has received any notice of any conflict or 
claimed conflict with or violation or infringement of, 
and to the Knowledge of TNE or of any of the TNE 
Subsidiaries, neither TNE nor any TNE Subsidiary is in 
conflict with or violation or infringement of, any as-
serted rights of any other Person with respect to any 
Intellectual Property; and (I) the Computer Software 
used in the conduct of the Business of TNE or of any 
TNE Subsidiary is either: (i) owned by TNE or such TNE 
Subsidiary, as the case may be, as the result of 
internal development thereof by an employee of TNE or 
such TNE Subsidiary; or (ii) developed on behalf of 
TNE or of a TNE Subsidiary by a consultant or contrac-
tor and all ownership rights therein have been 
assigned or otherwise transferred to or vested in TNE 
or such TNE Subsidiary, as the case may be; or (iii) 
licensed or acquired from a third party pursuant to a 
written license, assignment or other Contract which is 
in full force and effect and of which TNE or a TNE 
Subsidiary is not and has not been in material breach.
ARTICLE ISection .2   Environmental Matters.
(a) 	Except as set forth in Section 4.15(a) 
of the TNE Disclosure Schedule, each of TNE and the 
TNE Subsidiaries is, and, to the Knowledge of each of 
TNE and of the TNE Subsidiaries, all TNE Real Property 
(including all owners or operators thereof) are, in 
substantial compliance in all material respects with 
all applicable Environmental Laws, which compliance 
includes, but is not limited to, the possession of all 
Licenses required under Environmental Laws and 
compliance with the terms and conditions thereof, 
other than such TNE Real Property in respect of which 
the failure to comply with applicable Environmental 
Laws is not reasonably expected to give rise to a 
material adverse effect (which shall include, but not 
be limited to, the costs of further investigation, 
clean-up and related oversight, fines, penalties and 
third party claims) exceeding Five Hundred Thousand 
Dollars ($500,000) in any individual case and Ten Mil-
lion Dollars ($10,000,000) in the aggregate during the 
five-year period commencing on the date hereof (in the 
aggregate, the Excluded Properties).  Except as set 
forth in Section 4.15(a) of the TNE Disclosure Sched-
ule, neither TNE nor any TNE Subsidiary has received, 
nor do they have Knowledge of, any communication 
(written or oral), whether from a Governmental Entity, 
citizens group, employee or otherwise, that alleges 
that TNE or any TNE Subsidiary or any TNE Real Proper-
ty (including any owner or operator thereof) other 
than Excluded Properties is not in such compliance, 
and, to the Knowledge of each of TNE and of the TNE 
Subsidiaries, there are no circumstances that may 
prevent or interfere with such compliance in the fu-
ture.  Neither TNE nor any TNE Subsidiary has been 
notified by, nor do they have Knowledge of any 
notification by, any Governmental Entity that any such 
License will be modified, suspended or revoked or 
cannot be renewed in the ordinary course of business 
consistent with past practice.
(b) 	Except as set forth in Section 4.15(b) 
of the TNE Disclosure Schedule, there is no Environ-
mental Claim pending or, to the Knowledge of each of 
TNE and of the TNE Subsidiaries, threatened against 
TNE, any TNE Subsidiary, any TNE Real Property 
(including any owner or operator thereof) or any 
Person whose Liability for any Environmental Claims 
TNE, any TNE Subsidiary or TNE Joint Venture has or 
may have retained or assumed either contractually or 
by operation of Law and there are no facts existing on 
the date hereof which could reasonably be expected to 
result in any such Environmental Claim.
(c) 	To the Knowledge of each of TNE and of 
the TNE Subsidiaries, there have been no releases, 
spills, leaks or discharges of Hazardous Substances 
at, from or to any TNE Real Property (other than 
Excluded Properties and those properties set forth in 
Section 4.15(b) of the TNE Disclosure Schedule) which 
required or may require investigation or cleanup 
pursuant to applicable Environmental Laws and none of 
the TNE Real Property (i) is listed or proposed for 
listing on any list maintained by any Governmental 
Entity of sites that may require investigation or 
cleanup, including, but not limited to the CERCLIS or 
the NPL, (ii) other than Excluded Properties and those 
properties set forth in Section 4.15(b) of the TNE 
Disclosure Schedule, is the subject of any investiga-
tion or cleanup or (iii) is subject to any restric-
tions on ownership, occupancy, use or transferability 
under any Environmental Law.
ARTICLE ISection .3   Contracts.  Section 4.16 
of the TNE Disclosure Schedule contains a true, 
complete and correct list of all of the following 
Contracts (true, complete and correct copies of all 
such written Contracts, including, but not limited to, 
all amendments, guarantees and other documents relat-
ing thereto, having been made available to MetLife), 
currently in force or operative in any respect, to 
which TNE or any TNE Subsidiary is a party or by which 
any Assets of TNE or of any TNE Subsidiary are or may 
be bound, as such Contracts may have been amended to 
the date hereof:
(a) 	all employment, consultation, retire-
ment, termination, sign-on, severance, buy-out or 
other Contracts of a similar type (other than those 
(i) pursuant to the provisions of any Plan set forth 
in Section 4.13(a) of the TNE Disclosure Schedule, 
(ii) which may be terminated on notice of sixty (60) 
days or less without penalty or premium or (iii) which 
provide for compensation of One Hundred and Fifty 
Thousand Dollars ($150,000) or less per year).
(b) 	all agency, brokerage or other Contracts 
of a similar nature (i) which have payment, com-
mission, loan, compensation or other material terms 
which vary materially from those contained in the 
standard agency or brokerage Contract utilized by TNE 
or the TNE Subsidiaries and (ii) pursuant to which 
payments, commissions, loans or other compensation 
were made during 1994 or are expected to be made in 
1995 in excess of Two Hundred and Fifty Thousand 
Dollars ($250,000);
(c) 	all consultation or other Contracts with 
(including, but not limited to, loans or advances to) 
any trustee, director or officer of TNE or trustee, 
director or officer of any of TNEs Subsidiaries or 
any other Person (i) of which any such trustee, 
director or officer is a trustee, director or officer 
or (ii) in which any such trustee, director or officer 
has a direct or indirect beneficial ownership interest 
(other than, with respect to clause (ii), a publicly 
traded company in which such trustee, director or 
officer beneficially owns no more than five percent 
(5%) of any class of the outstanding voting 
securities);
(d) 	all Contracts with any Person including, 
but not limited to, any Governmental Entity, con-
taining any provision or covenant (i) limiting the 
ability of TNE or any TNE Subsidiary to engage in any 
Business, to compete with any Person, to do business 
with any Person or in any location or to employ any 
Person or (ii) limiting the ability of any Person to 
compete with TNE or any TNE Subsidiary;
(e) 	the TNE JV Agreements;
(f) 	(i) all Contracts relating to the 
borrowing by TNE, any TNE Subsidiary or any TNE Joint 
Venture of (x) Three Million Dollars ($3,000,000) or 
more in the ordinary course of business consistent 
with past practice (other than mortgage loans entered 
into in the ordinary course of business which are de-
scribed in Section 4.14(a)(iii)(c) hereof), or (y) 
Five Hundred Thousand Dollars ($500,000) or more not 
in the ordinary course of business consistent with 
past practice, (ii) all Contracts relating to the 
direct or indirect guarantee by TNE, any TNE Subsid-
iary or any TNE Joint Venture of any obligation of any 
Person for, or contract to service the repayment by 
any Person of, borrowed money in excess of Five Hun-
dred Thousand Dollars ($500,000) or more, (iii) all 
Contracts relating to any other Liability of TNE, any 
TNE Subsidiary or any TNE Joint Venture in respect of 
indebtedness for borrowed money or other financial or 
performance obligation of any Person for an amount of 
Five Hundred Thousand Dollars ($500,000) or more 
(other than indebtedness relating to repurchase 
obligations (exclusive of such obligations with 
respect to real property or mortgages related thereto) 
to which TNE or any TNE Subsidiary or any TNE Joint 
Venture is a party, entered into pursuant to existing 
master repurchase agreements or similar agreements, 
incurred in the ordinary course of business consistent 
with past practice, and other than indebtedness 
specifically covered by another representation or 
warranty made by TNE in this Agreement), including, 
but not limited to, any Contract relating to or 
containing provisions with respect to (A) the mainte-
nance of compensating balances that are not terminable 
by TNE or any TNE Subsidiary without penalty upon not 
more than ninety (90) days notice, (B) any lines of 
credit, (C) the payment for property, products or 
services of any other Person even if such property, 
products or services are not conveyed, delivered or 
rendered or (D) any obligation to satisfy any 
financial or performance obligation or covenants, in-
cluding, but not limited to, take-or-pay, keep-well, 
make-whole or maintenance of working capital, capital 
or earnings levels or financial ratios or to satisfy 
similar requirements;
(g) 	all Contracts with any Person containing 
any provision or covenant relating to the indem-
nification or holding harmless by TNE or any TNE 
Subsidiary of any Person which might reasonably be ex-
pected to result in an adverse effect to TNE or any of 
the TNE Subsidiaries of One Million Dollars 
($1,000,000) or more;
(h) 	all Contracts relating to the future 
disposition (including, but not limited to, 
restrictions on transfer or rights of first refusal) 
or acquisition of any Investment Assets in an amount 
of Five Million Dollars ($5,000,000) or more, includ-
ing, but not limited to, investments in Affiliates, or 
of any interest in any business enterprise, all Con-
tracts relating to the future disposition of Assets of 
TNE or of any TNE Subsidiary used in the conduct of 
its Business in an amount of Five Million Dollars 
($5,000,000) or more, and all Contracts requiring TNE 
or any TNE Subsidiary to purchase any Investment 
Assets in an amount of Five Million Dollars 
($5,000,000) or more other than, in each case, notes 
or debt securities having a maturity date of 90 days 
or less from date of purchase which have an aggregate 
principal outstanding of Fifty Million Dollars 
($50,000,000) or less and which were entered into in 
the ordinary course of business, consistent with past 
practice;
(i) 	all other Contracts (other than Insur-
ance Contracts or Contracts which are the subject of 
(whether excluded or included) another subsection of 
this Section 4.16 or of Section 4.13, 4.14, 4.17 or 
4.20 and other than Contracts which are terminable on 
notice of 90 days or less without penalty, damage or 
adverse effect) that involve the payment or potential 
payment, pursuant to the terms of such Contracts, by 
or to TNE of One Million Dollars ($1,000,000) or more, 
or by or to any TNE Subsidiary of an amount in excess 
of three percent (3%) of its statutory surplus in the 
case of a TNE Insurer or Two Hundred Thousand Dollars 
($200,000) in the case of a TNE Asset Management 
Company or 3% of its net worth in the case of any 
other Person as at June 30, 1995 (or in the case of 
any Person for which Financial Statements as at June 
30, 1995 are not regularly prepared, as at December 
31, 1994), within any twelve-month period including 
the date hereof; and
(j) 	all Contracts with any officers, direc-
tors or trustees of TNE or of any TNE Subsidiary with 
terms less favorable to TNE or such TNE Subsidiary, as 
the case may be, than could have been obtained from an 
unaffiliated Person.
 		Each of the Contracts listed in Section 4.16 
of the TNE Disclosure Schedule is in full force and 
effect and (assuming each such Contract is a valid and 
binding obligation of the other parties thereto) 
constitutes a legal, valid and binding obligation of 
each of TNE and of  the TNE Subsidiaries to the extent 
that it is party thereto and, to the Knowledge of TNE 
or of any of the TNE Subsidiaries, of each other 
Person that is a party thereto.  Except as set forth 
in Section 4.16 of the TNE Disclosure Schedule, 
neither TNE nor any TNE Subsidiary is, and, to the 
Knowledge of TNE or of any of the TNE Subsidiaries, no 
other party to such Contract is, in material 
violation, breach or default of any such Contract or, 
with notice or lapse of time or both, would be in 
material violation, breach or default of any such Con-
tract.  Except as set forth in Section 4.16 of the TNE 
Disclosure Schedule, neither TNE nor any TNE Sub-
sidiary is a party to or bound by (i) any material 
Contract that was not entered into in the ordinary 
course of business consistent with past practice or 
(ii) that has or may reasonably be expected to have a 
material adverse effect on the Condition of TNE or of 
TNE and of the TNE Subsidiaries taken as a whole.
ARTICLE ISection .4   Investment Management 
Matters.  		(a)	TNE and NEIC have provided 
MetLife with a true, complete and correct list, as of 
August 16, 1995, of all Investment Company Advisory 
Related Agreements and will provide on a periodic 
basis an updated list from the time of signing of this 
Agreement until the consummation of the Merger.  
Except as listed in Section 4.17(a) of the TNE Disclo-
sure Schedule, to the Knowledge of TNE or of any of 
the TNE Material Asset Management Companies, there are 
no amendments, modifications, supplements or waivers 
of any Investment Company Advisory Related Agreements. 
 TNE has provided to MetLife true, complete and 
correct copies of all written Investment Company 
Advisory Related Agreements and accurate descriptions 
of all material terms of any such oral Contracts.  
Except as listed in Section 4.17(a) of the TNE Disclo-
sure Schedule, neither TNE nor any TNE Subsidiary nor 
any TNE Asset Management Company is a party to any 
oral agreement or arrangement for the performance of 
investment advisory or investment management services 
with respect to securities, real estate, commodities, 
currencies or any other asset class for clients or on 
behalf of third parties.  There are no Investment 
Company Advisory Related Agreements that are oral Con-
tracts.
(a) 	Except as disclosed in Section 4.17(b) 
of the TNE Disclosure Schedule and excluding any 
failure as of the Effective Time to obtain consents 
with respect to the Contracts referred to in Section 
7.2(g) below, all Investment Advisory Related 
Agreements are in full force and effect, except to the 
extent that any failure to be in full force and effect 
would not have a material adverse effect on the 
Condition of any TNE Material Asset Management Company 
or of TNE or of TNE and the TNE Subsidiaries taken as 
a whole, and there does not exist under any Investment 
Advisory Related Agreement any event of default on the 
part of any TNE Asset Management Company or any event 
or condition that, after notice or lapse of time or 
both, would constitute an event of default thereunder 
on the part of any TNE Asset Management Company which 
may reasonably be expected to have a material adverse 
effect on the Condition of any TNE Material Asset 
Management Company or of TNE or of TNE and the TNE 
Subsidiaries taken as a whole.
(b) 	Section 4.17(c)(1) of the TNE Disclosure 
Schedule sets forth a true, complete and correct list, 
as of the date hereof, of each investment company (as 
defined in the Investment Company Act without regard 
to the exclusion provided by Section 3(c)(1) thereof) 
and each insurance company separate account for which 
or for any series of which any TNE Asset Management 
Company acts as investment adviser or manager 
(including as subadviser or submanager) or for which 
TNE or NEVLICO serves as depositor whether or not 
registered with the SEC and whether or not organized 
in the U.S. or any state thereof (each a TNE Group 
Fund and, collectively, the TNE Group of Funds).  
Except as described in Section 4.17(c)(2) of the TNE 
Disclosure Schedule, each TNE Group Fund is, and at 
all times required under applicable Law during the 
past five years has been, and immediately following 
consummation of the transactions contemplated hereby 
will be, duly registered with the SEC as an investment 
company under the Investment Company Act or with the 
applicable Governmental Entity under the Laws of any 
foreign jurisdiction.
(c) 	During the past five years, except as 
set forth in Section 4.17(d) of the TNE Disclosure 
Schedule, each TNE Asset Management Company has prop-
erly administered, in all material respects, in accor-
dance with the terms of the governing documents, 
prospectuses or other offering documents, instructions 
of clients and applicable Law (Governing Advisory 
Authorities), all accounts for which it acts as a 
fiduciary, including, but not limited to, accounts for 
which it serves as a trustee, agent, custodian, perso-
nal representative, guardian, conservator or 
investment adviser.  Except as set forth in Section 
4.17(d) of the TNE Disclosure Schedule, neither TNE, 
nor any of its Subsidiaries or other Affiliates nor 
any of their respective directors, officers or em-
ployees has committed any material breach of Governing 
Advisory Authorities with respect to any such fiducia-
ry account, and the accountings for each such fidu-
ciary account are true, complete and correct in all 
material respects and accurately present the assets of 
such fiduciary account.
(d) 	Each TNE Group Fund that is required by 
Law to do so has adopted a written code of ethics, 
complete and accurate copies of which have been 
provided to MetLife.  Such codes comply in all 
material respects with Section 17(j) of the Investment 
Company Act and Rule 17j-1 thereunder.  The policies 
of each TNE Asset Management Company with respect to 
avoiding conflicts of interest are as set forth in the 
most recent Form ADV or policy manual thereof, as 
amended, true, complete and correct copies of which 
have been delivered to MetLife.  To the Knowledge of 
TNE or of any of the TNE Material Asset Management 
Companies, other than as set forth in Section 4.17(e) 
of the TNE Disclosure Schedule, there have been no 
violations or allegations of violations of such codes 
or policies that have occurred or been made that would 
have a material adverse effect on the Condition of any 
TNE Material Asset Management Company or of TNE or of 
TNE and the TNE Subsidiaries taken as a whole.
(e) 	TNE, its Subsidiaries and other Affili-
ates that are required, and each of their officers, 
independent contractors, subagents, consultants and 
employees who are required by reason of the nature of 
their employment by TNE, a TNE Subsidiary or such 
Affiliate, to be registered or appointed as an invest-
ment adviser, investment adviser representative, 
broker-dealer agent, broker-dealer, registered repre-
sentative, sales person, insurance agent or insurance 
producer, commodity trading adviser, commodity pool 
operator or real estate broker or salesman with the 
SEC or the securities commission or insurance depart-
ment of any state or any self-regulatory body or other 
Governmental Entity or any insurer, is duly registered 
or appointed as such and such registration or 
appointment is in full force and effect, except where 
the failure to be so registered or appointed or to 
have such registration in full force and effect would 
not have a material adverse effect on the Condition of 
any TNE Material Asset Management Company or of TNE or 
of TNE and the TNE Subsidiaries taken as a whole.  
Except as set forth in Section 4.17(f) of the TNE 
Disclosure Schedule, none of such Persons has been en-
joined, indicted, convicted or made the subject of any 
consent decree or administrative order on account of 
any violation of applicable Law in connection with 
such Persons actions in any of the foregoing 
capacities or, to the Knowledge of each such entity, 
any enforcement or disciplinary proceeding alleging 
any such violation since January 1, 1990.
(f)   Neither TNE, any TNE Subsidiary nor any 
TNE Asset Management Company that is an investment 
adviser, depositor or principal underwriter to a 
registered investment company is ineligible pursuant 
to Section 9(a) or 9(b) of the Investment Company Act 
to serve as such an investment adviser, depositor or 
principal underwriter, and no Affiliate or Affiliated 
Person of any such TNE Asset Management Company who 
serves or acts in the capacity of employee, officer, 
director or member of an advisory board of a regis-
tered investment company is ineligible pursuant to 
such Section 9(a) or 9(b) so to serve or act.  No TNE 
Asset Management Company that is registered under the 
Advisers Act, and no Affiliate or Associated Person 
thereof, has, to the Knowledge of TNE or any TNE 
Subsidiary, committed any act or omission that would 
constitute grounds for any order by the SEC pursuant 
to Section 203(e) of the Advisers Act.  No TNE Asset 
Management Company that is registered as a broker or 
dealer under the Exchange Act, and no Affiliate or 
Associated Person thereof, has, to the Knowledge of 
TNE or any TNE Subsidiary, committed any act or 
omission that would constitute grounds for any order 
by the SEC pursuant to Section 15(b)(4) or 15(b)(6) of 
the Exchange Act.
(g)   New England Funds, L.P. and Fundtech 
Services L.P. (the TNE Transfer Agents) are the only 
entities owned by TNE or any TNE Subsidiary which are 
required to be registered as a transfer agent under 
the Exchange Act.  Each TNE Transfer Agent is, and at 
all times required under applicable Law during the 
past five years has been, duly registered as a trans-
fer agent under the Exchange Act.  No TNE Asset Man-
agement Company, other than the TNE Transfer Agents, 
is or has been a transfer agent within the meaning 
of the Exchange Act, or is required to be registered, 
licensed or qualified as a transfer agent under the 
Exchange Act or any other applicable Law, or is 
subject to any material liability or disability by 
reason of any failure to be so registered, licensed or 
qualified, except for any such failure that would not 
have a material adverse effect on the Condition of any 
TNE Material Asset Management Company or of TNE or of 
TNE and the TNE Subsidiaries taken as a whole.
(h)   Neither TNE nor any TNE Subsidiary 
during the past five years has been required to be 
registered, licensed or qualified as a trust company 
in any state where the conduct of its business may 
require such registration, licensing or qualification.
(i)   Each Investment Advisory Contract and 
each Distribution and Selling Agreement subject to 
Section 15 of the Investment Company Act has been duly 
approved at all times in compliance in all material 
respects with Section 15 of the Investment Company Act 
and all other applicable Laws.  Each such Investment 
Advisory Contract and each such Distribution and 
Selling Agreement has been performed by the relevant 
TNE Asset Management Company in accordance with the 
Investment Company Act and all other applicable Laws, 
except for such failures of performance which, indi-
vidually or in the aggregate, are not reasonably 
expected to have a material adverse effect on the 
Condition of any Material TNE Asset Management Company 
or of TNE or of TNE and the TNE Subsidiaries taken as 
a whole.  Each Distribution and Selling Agreement, 
Solicitation Agreement and Custodian/Transfer Agent 
Agreement has been entered into and performed by the 
relevant TNE Asset Management Company in compliance 
with applicable Laws, except for such violations 
which, individually or in the aggregate, are not 
reasonably expected to have a material adverse effect 
on the Condition of any TNE Material Asset Management 
Company or of TNE or of TNE and the TNE Subsidiaries 
taken as a whole.
(j)   (i)  Except as set forth in Section 
4.17(k)(i) of the TNE Disclosure Schedule, the shares 
or other ownership interests of each TNE Group Fund 
(other than any Subadvised Fund) are duly and validly 
issued, fully paid and nonassessable and are qualified 
for public offering and sale, or an exemption there-
from is in full force and effect, in each jurisdiction 
where required and to the extent required under appli-
cable Law; (ii) all outstanding shares or other 
ownership interests of each TNE Group Fund (other than 
any Subadvised Fund) that were required to be regis-
tered under the Securities Act have been sold pursuant 
to an effective registration statement filed thereun-
der; and (iii) each TNE Group Fund (other than any 
Subadvised Fund) has for the past five years been 
operated and is currently operating in compliance in 
all material respects with applicable Law, including 
but not limited to, the Code, the Securities Act and 
the Investment Company Act, except for such instances 
of non-compliance which, individually or in the aggre-
gate, are not reasonably expected to have a material 
adverse effect on the Condition of any TNE Material 
Asset Management Company or of TNE or of TNE and the 
TNE Subsidiaries taken as a whole, is not subject to 
any stop order or similar order restricting its dis-
tribution and, assuming the consents referred to in 
Sections 6.7 and 6.8 are obtained, consummation of the 
transactions contemplated hereby will not result in a 
material violation of any such Laws.  With respect to 
each Subadvised Fund, neither TNE nor any TNE 
Subsidiary has actual knowledge of any fact that would 
make any of the representations in the foregoing 
sentence inaccurate as to such Subadvised Fund.
(k)   Each TNE Group Fund (other than any 
Subadvised Fund) is duly organized, validly existing 
and in good standing under the laws of the 
jurisdiction of its organization and has the requisite 
corporate, trust or partnership power and authority to 
own its properties and to carry on its business as it 
is now conducted, and is qualified to do business in 
each jurisdiction where it is required to do so under 
applicable Law, except for such power, authority and 
qualification, the failure to have or obtain which 
would not reasonably be expected to have a material 
adverse effect on the Condition of any TNE Material 
Asset Management Company or of TNE or of TNE and the 
TNE Subsidiaries taken as a whole.  With respect to 
each Subadvised Fund, neither TNE nor any TNE Subsid-
iary has actual knowledge of any fact that would make 
any of the representations in the foregoing sentence 
inaccurate as to such Subadvised Fund.
(l)   Each prospectus (which term, as used in 
this Agreement, shall include any related statement of 
additional information and any private placement 
memorandum, collectively, Prospectus) as amended or 
supplemented, relating to any TNE Group Fund (other 
than any Subadvised Fund) and all supplemental adver-
tising and marketing material relating to any TNE 
Group Fund (other than any Subadvised Fund) or any In-
vestment Advisory Related Agreement for the past three 
years, as of their respective filing or mailing dates, 
complied with applicable Law, including, but not 
limited, to the Code, the Securities Act, the Invest-
ment Company Act and the Advisers Act, applicable 
state laws and, where applicable, the rules of the 
NASD, except for such instances of non-compliance 
which, individually or in the aggregate, are not rea-
sonably expected to have a material adverse effect on 
the Condition of any TNE Material Asset Management 
Company or TNE or of TNE and the TNE Subsidiaries 
taken as a whole.  With respect to each Subadvised 
Fund, neither TNE nor any TNE Subsidiary has actual 
knowledge of any fact that would make any of the 
representations in the foregoing sentence inaccurate 
as to such Subadvised Fund.
(m)   All advertising or marketing materials 
relating to each TNE Group Fund (other than any 
Subadvised Fund) or any Investment Advisory Related 
Agreement during the past three years that are re-
quired to be filed with the NASD or any other Govern-
mental Entity have been or will be timely filed there-
with, except for such failures to file which, indi-
vidually or in the aggregate, would not reasonably be 
expected to have a material adverse effect on the 
Condition of any TNE Material Asset Management Company 
or of TNE or of TNE and the TNE Subsidiaries taken as 
a whole.  With respect to each Subadvised Fund, 
neither TNE nor any TNE Subsidiary has actual 
knowledge of any fact that would make any of the 
representations in the foregoing sentence inaccurate 
as to such Subadvised Fund.  TNE has made available to 
MetLife true, correct and complete copies of all such 
materials for the past three years.
(n)   Except as set forth in Section 4.17(o) 
of the TNE Disclosure Schedule, with respect to CGM, 
neither TNE nor any TNE Subsidiary has actual 
knowledge of any fact that would make any of the 
representations contained in Article IV inaccurate as 
to CGM or any fact that would result in CGM or TNE 
violating any provision of this Article IV as if CGM 
were a TNE Subsidiary.  The amount and percentage of 
outstanding units of limited partnership interest 
owned, directly or indirectly, by NEIC with respect to 
CGM (CGM LP Units) is set forth in Section 4.17(o) 
of the TNE Disclosure Schedule, and are owned by NEIC 
free and clear of all Liens.  Except for the CGM LP 
Units owned by NEIC, neither TNE nor any TNE 
Subsidiary owns, directly or indirectly, any other 
equity interest including any general and limited 
partnership interests, in CGM.  NEICs ownership of 
CGM LP Units is strictly a passive investment, and 
neither TNE nor any TNE Subsidiary directs or exercis-
es or will, at any time prior to the Merger, direct or 
exercise any influence, directly or indirectly, over 
CGM, its policies, management, operations or conduct 
of Business.  Neither TNE nor any TNE Subsidiary will 
engage in, or will at any time prior to the Merger 
engage in, any conduct that would result in TNE or any 
of the TNE Subsidiaries controlling, or being deemed 
to be a control person with respect to, CGM under 
any applicable federal or state securities Law.  As 
applied to this Section 4.17(o), Article IV shall not 
be deemed to include Sections 4.1(b), 4.5, 4.7 and 
4.18.
ARTICLE ISection .5   Insurance Issued by TNE 
Insurers.  Except as set forth in Section 4.18 of the 
TNE Disclosure Schedule:
(a) 	since December 31, 1994 no form of 
Insurance Contract written by any TNE Insurer has been 
amended in any material respect and no sales of Insur-
ance Contracts using any new forms have been commenced 
other than changes to forms which are not, in the 
aggregate, material;
(b) 	since January 1, 1992 all benefits 
claimed by any Person under any Insurance Contract of 
any TNE Insurer have or will have in all material 
respects been paid (or provision for payment thereof 
has been made) in accordance with the terms of the 
Contracts under which they arose, and such payments 
were not delinquent and were paid (or will be paid) 
without fines or penalties, except for any such claim 
for benefits of less than Five Hundred Thousand 
Dollars ($500,000) for which the affected TNE Insurer 
reasonably believes there is a reasonable basis to 
contest payment and is taking (or is preparing to 
take) such action;
(c) 	the underwriting standards utilized and 
ratings applied by each TNE Insurer with respect to 
Insurance Contracts outstanding as of the date hereof 
have been provided to MetLife and, with respect to any 
such Contract reinsured in whole or in part, conform 
in all material respects to the standards and ratings 
required pursuant to the terms of the related 
reinsurance, coinsurance or other similar Contracts 
and TNE has provided MetLife with copies of all 
underwriting policies and procedures for each TNE 
Insurer;
(d) 	TNE has provided MetLife with a copy of 
all investment policies and procedures for TNE and 
each TNE Insurer; and
(e) 	to the Knowledge of TNE or of any of the 
TNE Subsidiaries:  (i) all amounts recoverable under 
reinsurance, coinsurance or other similar Contracts to 
which any TNE Insurer is a party (including, but not 
limited to, amounts based on paid and unpaid Losses) 
are fully collectible, except for such amounts which 
are less than Five Hundred Thousand Dollars ($500,000) 
in the aggregate in cases where the reinsurer or co-
insurer, as the case may be, is reasonably expected to 
be able to meet its obligations under such reinsur-
ance, co-insurance or other similar Contract, and (ii) 
no insurance agent or broker, at the time such agent 
or broker wrote, sold or produced business for any TNE 
Insurer, violated (or with notice or lapse of time or 
both would have violated) any term or provision of any 
Law or Order applicable to any aspect (including, but 
not limited to, the writing, sale or production) of 
the Business of any TNE Insurer, the result of which 
violations, individually or in the aggregate, has or 
may reasonably be expected to have a material adverse 
effect on the Condition of NEVLICO or of TNE or of TNE 
and the TNE Subsidiaries taken as a whole.
ARTICLE ISection .6   Cancellations.  Except 
as set forth in Section 4.19 of the TNE Disclosure 
Schedule, since December 31, 1994 no Person or group 
of Persons acting in concert has requested (or, to the 
Knowledge of TNE or of any of the TNE Subsidiaries, 
threatened to request) or received, or given notice 
(or to, the Knowledge of TNE or of any of the TNE 
Subsidiaries, threatened to give notice) of its intent 
to withdraw, funds in excess of Five Million Dollars 
($5,000,000) under any group pension Contract or any 
other Insurance Contract to which a TNE Insurer is a 
party or to which TNE or any TNE Subsidiary provides 
management, advisory, administrative or other 
services.
ARTICLE ISection .7   Operations Insurance.  
TNE has previously provided MetLife with a true, 
complete and correct list of all liability, property, 
workers compensation, directors and officers liabili-
ty, and other similar Insurance Contracts that insure 
the Business or properties of TNE or any TNE 
Subsidiary or affect or relate to the ownership, use, 
or operations of any Assets of TNE or any TNE 
Subsidiary and that have been issued to TNE or any TNE 
Subsidiary (including, but not limited to, the names 
and addresses of the insurers, the expiration dates 
thereof, any deductible amounts in respect thereof, 
and the annual premiums and payment terms thereof) and 
a description of all claims thereunder or, to the 
Knowledge of TNE or of any of the TNE Subsidiaries, 
any events which have occurred and may be covered 
thereunder, in either case in excess of Two Hundred 
and Fifty Thousand Dollars ($250,000) per incident 
since January 1, 1992 through the date hereof.  All 
such insurance is in full force and effect.  To the 
Knowledge of TNE or of any of the TNE Subsidiaries, 
all notices of reportable incidents with respect to 
such insurance occurring during the last five years 
have been given in writing to appropriate carriers on 
a basis sufficiently timely to preserve the right of 
recovery of such insurance.  Except as set forth in 
Section 4.20 of the TNE Disclosure Schedule, to the 
Knowledge of TNE or of any of the TNE Subsidiaries, no 
party to any Insurance Contract has stated an intent 
or threatened to terminate or materially increase the 
premium in respect of any such Insurance Contract.
ARTICLE ISection .8   Labor Relations and 
Employment.
 		Except to the extent set forth in Section 
4.21 of the TNE Disclosure Schedule, (i) there is no 
labor strike, material labor dispute, slowdown, 
stoppage or lockout actually pending, or to the 
Knowledge of TNE or of any of the TNE Subsidiaries, 
threatened against or affecting TNE or any of the TNE 
Subsidiaries, and during the past three years there 
has not been any such action; (ii) to the Knowledge of 
TNE or of any of the TNE Subsidiaries, there are no 
union claims to represent the employees of the Busi-
ness, and there are no current union organizing 
activities among the employees of TNE or of any of the 
TNE Subsidiaries; (iii) neither TNE nor any of the TNE 
Subsidiaries is a party to or bound by any collective 
bargaining or similar agreement with any labor 
organization, or work rules or practices agreed to 
with any labor organization or employee association, 
applicable to employees of TNE or of any TNE Subsid-
iary; and (iv) true, complete and correct copies of 
all written personnel policies, rules or procedures 
applicable to employees of the Business have hereto-
fore been made available to MetLife.
ARTICLE ISection .9   Personnel.  TNE has pro-
vided MetLife in writing, as of a date not more than 
five days prior to the date of this Agreement, 
information reasonably requested by MetLife regarding 
the employment status of (i) the executive officers, 
appointed actuary and chief auditor of the TNE 
Insurers and (ii) the executive officers and the 
principal portfolio and investment managers of NEIC 
and its material subsidiaries and, to the extent not 
otherwise included, any TNE Material Asset Management 
Company.
ARTICLE ISection .10   Warranties.  (i)  The 
representations and warranties of TNE contained 
herein, and the information provided by TNE contained 
in the TNE Disclosure Schedule and in any certificate 
or document heretofore furnished to MetLife by TNE in 
connection herewith do not on the date provided and 
the date hereof and (ii) any further information which 
may be provided to MetLife by TNE after the date 
hereof for inclusion in the TNE Disclosure Schedule, 
any certificate or document furnished to MetLife by 
TNE hereunder after the date hereof and the Meeting 
Notice and the Proxy Statement (if applicable), will 
not on the date such information, certificate or docu-
ment is given or, with respect to the Meeting Notice 
and Proxy Statement (if applicable), on the date 
mailed or published and the date of the meeting relat-
ing thereto, contain any untrue statement of a materi-
al fact or omit to state a material fact necessary in 
order to make the statements herein or therein not 
misleading in light of the circumstances in which 
made.  The information provided by TNE contained 
herein, in the TNE Disclosure Schedule, in the Meeting 
Notice, in the Proxy Statement (if applicable) and in 
such other documents or certificates fairly presents 
and will (on the date provided and, with respect to 
the Meeting Notice and the Proxy Statement (if appli-
cable), on the date such document is mailed or 
published and the date of the meeting relating there-
to) fairly present the information purported to be 
shown herein and therein and is and will be (on the 
date provided and, with respect to the Meeting Notice 
and the Proxy Statement (if applicable) on the date 
such document is mailed or published and the date of 
the meeting relating thereto) accurate in all material 
respects.  There is no fact which TNE has not dis-
closed to MetLife which has, or so far as TNE can 
reasonably foresee is likely to have, a material 
adverse effect on the Condition of TNE or of TNE and 
the TNE Subsidiaries taken as a whole or the ability 
of TNE to perform its obligations under this 
Agreement.
ARTICLE II 
	REPRESENTATIONS AND WARRANTIES OF METLIFE
 		MetLife represents and warrants to TNE as 
follows:
ARTICLE IISection .1   Organization and 
Qualification.  MetLife is a mutual life insurance 
company duly organized, validly existing and in good 
standing under the Laws of the State of New York and 
has full corporate power, authority and legal right to 
conduct its Business as it is currently being 
conducted.  Each of the MetLife Subsidiaries is duly 
organized, validly existing and in good standing under 
the Laws of the jurisdiction of its incorporation or 
formation and has full corporate power, authority and 
legal right to conduct its Business as it is currently 
being conducted.  Each of MetLife and the MetLife 
Subsidiaries is duly qualified to do business, and is 
in good standing, in the respective jurisdictions 
where the character of its Assets owned or leased or 
the nature of its Business makes such qualification 
necessary, except for failures to be so qualified or 
in good standing which would not, individually or in 
the aggregate, have a material adverse effect on the 
Condition of MetLife or of MetLife and the MetLife 
Subsidiaries taken as a whole.  MetLife possesses an 
Insurance License in each jurisdiction in which 
MetLife is required to possess an Insurance License.  
All such Insurance Licenses, including, but not 
limited to, authorizations to transact reinsurance, 
are listed and described in Section 5.1 of the MetLife 
Disclosure Schedule and are in full force and effect 
without amendment, limitation or restriction, other 
than as described in Section 5.1 of the MetLife 
Disclosure Schedule, and MetLife does not have Knowl-
edge of any event, inquiry or Proceeding which could 
reasonably be expected to lead to the revocation, 
amendment, failure to renew, limitation, suspension or 
restriction of any such License.
ARTICLE IISection .2   Authority Relative to 
this Agreement.
(a) 	MetLife has full power, authority and 
legal right to execute and deliver this Agreement and 
to consummate the transactions contemplated hereby.  
The execution and delivery of this Agreement and the 
consummation of the transactions contemplated hereby 
have been duly approved and authorized by the Board of 
Directors of MetLife.  Except for the approval of this 
Agreement by the Members of MetLife, no other 
corporate proceedings on the part of MetLife are 
necessary to authorize this Agreement and the 
transactions contemplated hereby.  The affirmative 
vote of two-thirds of all the votes cast by Members of 
MetLife who vote in person (by ballot or otherwise) or 
by proxy on this Agreement is the only vote of Members 
of MetLife necessary to approve this Agreement and the 
transactions contemplated hereby.
(b) 	This Agreement has been duly and validly 
executed and delivered by MetLife and (assuming this 
Agreement is a legal, valid and binding obligation of 
TNE) constitutes a legal, valid and binding agreement 
of MetLife enforceable against MetLife in accordance 
with its terms.
ARTICLE IISection .3   No Violation.
(a) 	Except as set forth in Section 5.3(a) of 
the MetLife Disclosure Schedule, the execution, deliv-
ery and performance of this Agreement and the con-
summation of the transactions contemplated hereby will 
not (i) constitute a breach or violation of or default 
under the charter or the bylaws of MetLife or any 
MetLife Subsidiary, (ii) violate, conflict with, or 
result in a breach of any provisions of, or constitute 
a default (or an event which, with notice or lapse of 
time or both, would constitute a default) under, or 
result in the termination of, or accelerate the per-
formance required by, or result in a right of termina-
tion or acceleration under, or result in the creation 
of any Lien upon any of the Assets of MetLife or any 
MetLife Subsidiary under, any of the terms, conditions 
or provisions of any Contract to which MetLife or any 
MetLife Subsidiary is a party or to which it or any of 
its Assets may be subject or (iii) constitute a breach 
or violation of or default under any Law or License to 
which MetLife or any MetLife Subsidiary is subject 
other than, in the case of clauses (ii) and (iii), 
events or other matters that would not individually or 
in the aggregate have a material adverse effect on the 
Condition of MetLife or of MetLife and the MetLife 
Subsidiaries taken as a whole.
(b) 	Except for (i) the Governmental Approv-
als set forth in Section 5.3(b) of the MetLife 
Disclosure Schedule, (ii) the approval of the Meeting 
Notice by the New York Superintendent as contemplated 
by Section 3.1(b) hereof, (iii) the approval of this 
Agreement by the Members of MetLife as contemplated by 
Section 3.1(a) hereof, (iv) the filing of this Agree-
ment with the New York Office as contemplated by 
Section 2.2 hereof, (v) consents, authorizations, 
approvals, filings or exemptions in connection with 
compliance with the applicable provisions of state and 
federal securities Laws (including, but not limited 
to, an affirmative response to the filing of the 
Combined No-Action Letter) relating to the regulation 
of broker-dealers and investment advisers and the 
rules of the NASD, (vi) receipt of the private letter 
ruling or tax opinion referred to in Section 7.2(i) 
hereof and (vii) the filings required under the HSR 
Act and the expiration or other termination of any 
waiting period applicable to the Merger under such 
act, no Consent or Filing of or with any Person is re-
quired with respect to MetLife or any MetLife Subsid-
iary or any MetLife Affiliate or MetLife Group Fund in 
connection with the execution and delivery of this 
Agreement and the consummation of the transactions 
contemplated hereby, the failure to obtain or do which 
would, individually or in the aggregate, have a 
material adverse effect on the Condition of MetLife or 
of MetLife and the MetLife Subsidiaries taken as a 
whole or prevent the consummation of the transactions 
contemplated hereby.
ARTICLE IISection .4   SAP Statements.  
MetLife has previously delivered to TNE true, complete 
and correct copies of its audited SAP Statements for 
each of the years ended December 31, 1992, 1993 and 
1994.  MetLife has also furnished to TNE true, 
complete and correct copies of its SAP Statements for 
the three months ended March 31, 1995 and for the six 
months ended June 30, 1995.  In addition, prior to the 
Effective Time MetLife will have delivered to TNE 
true, complete and correct copies of (i) its audited 
SAP Statement for the year ending December 31, 1995 
and (ii) its unaudited SAP Statement for the quarter 
ended March 31, 1996 (collectively, the Additional 
MetLife SAP Statements).  Each of the SAP Statements 
was (or, in the case of the Additional MetLife SAP 
Statements, will have been) in compliance in all mate-
rial respects with applicable Law when filed, and was 
(or, in the case of the Additional MetLife SAP State-
ments, will have been) prepared in accordance with 
SAP, and each presents fairly (or, in the case of the 
Additional MetLife SAP Statements, will present fair-
ly) in all material respects the financial condition, 
assets, liabilities, surplus and other funds and 
results of operations of MetLife as at the dates or 
for the periods covered thereby, in conformity with 
SAP, subject, in the case of unaudited interim SAP 
Statements, to normal year-end audit adjustments and, 
in the case of all unaudited SAP Statements, to the 
absence of interrogatories or footnote disclosure to 
the extent required or permitted.
ARTICLE IISection .5   GAAP Statements.  
MetLife has previously delivered to TNE true, complete 
and correct copies of the (i) audited GAAP Financial 
Statements for each of the MetLife Subsidiaries, other 
than the MetLife Insurers, for the years ended 
December 31, 1992, 1993 and 1994 and (ii) unaudited 
GAAP Financial Statements for each of the MetLife 
Subsidiaries, other than MetLife Insurers, for the 
three months ended March 31, 1995 and for the six 
months ended June 30, 1995 (collectively, the MetLife 
GAAP Financial Statements).  Each of the MetLife GAAP 
Financial Statements was prepared in accordance with 
GAAP, and each presents fairly in all material re-
spects the financial condition, results of operations 
and cash flows of the Person covered thereby as at the 
dates or for the periods covered thereby, in confor-
mity with GAAP, subject, in the case of unaudited 
interim GAAP Financial Statements, to normal year-end 
audit adjustments, and in the case of all unaudited 
GAAP Financial Statements, to the absence of footnote 
disclosure to the extent required or permitted.
ARTICLE IISection .6   Reserves.  The 
aggregate actuarial reserves and other actuarial 
amounts held in respect of Liabilities with respect to 
Insurance Contracts of MetLife as established or 
reflected in the 1994 Annual Statement of MetLife: 
(a)(i) were determined in accordance with generally 
accepted actuarial standards consistently applied, 
(ii) were fairly stated in accordance with sound 
actuarial principles and (iii) were based on actuarial 
assumptions that are in accordance with or more 
conservative than those specified in the related 
Insurance Contracts; (b) met the requirements of the 
New York Insurance Law and other applicable jurisdic-
tions in all material respects; and (c) were adequate 
at such date (under generally accepted actuarial stan-
dards consistently applied on the basis of facts or 
circumstances known or which reasonably should have 
been known at such date) to cover the total amount of 
all reasonably anticipated matured and unmatured 
Liabilities of MetLife under all outstanding Insurance 
Contracts pursuant to which MetLife has any Liability. 
 Management of MetLife reasonably believes that 
MetLife owns Investment Assets of sufficient kind, 
quality and other characteristics to meet the require-
ments of all applicable Laws.
ARTICLE IISection .7   Absence of Certain 
Changes or Events.  Except as set forth in Section 5.7 
of the  MetLife Disclosure Schedule, since December 
31, 1994, each of MetLife and the MetLife Subsidiaries 
has conducted its Business only in the ordinary course 
of business, consistent with past practice, and there 
has not occurred any change (other than changes of 
general application to the life insurance industry or 
changes in ratings) which, individually or in the 
aggregate, has had or may reasonably be expected to 
have a material adverse effect on the Condition of 
MetLife or of MetLife and the MetLife Subsidiaries 
taken as a whole.
ARTICLE IISection .8   No Undisclosed 
Liabilities.  Except as reflected in the Financial 
Statements delivered to TNE pursuant to Sections 5.4 
and 5.5 hereof or as set forth in Section 5.8 of the 
MetLife Disclosure Schedule, neither MetLife nor any 
of the MetLife Subsidiaries has any Liabilities, other 
than (i) those Liabilities specifically covered by 
another representation or warranty made by MetLife in 
this Agreement, (ii) those arising in the ordinary 
course of business consistent with past practice or 
(iii) those other than in the ordinary course of 
business consistent with past practice which may rea-
sonably be expected, individually or in the aggregate, 
not to have a material adverse effect on the Condition 
of MetLife or of MetLife and the MetLife Subsidiaries 
taken as a whole.
ARTICLE IISection .9   Litigation.  Except 
(i) as set forth in Section 5.9 of the MetLife 
Disclosure Schedule and (ii) any Proceeding which is 
not reasonably expected to give rise to a Liability in 
excess of Five Million Dollars ($5,000,000), there are 
no Proceedings pending or, to the Knowledge of MetLife 
or any of the MetLife Subsidiaries, threatened 
against, relating to, involving or otherwise affecting 
MetLife or any MetLife Subsidiary before any Govern-
mental Entity or arbitrator which, individually or in 
the aggregate, may reasonably be expected to have a 
material adverse effect on the Condition of MetLife or 
of MetLife and the MetLife Subsidiaries taken as a 
whole.  Neither MetLife nor any MetLife Subsidiary is 
subject to any Order, except for Orders which, indi-
vidually or in the aggregate, do not and would not 
reasonably be expected to have a material adverse 
effect on the Condition of MetLife or of MetLife and 
the MetLife Subsidiaries taken as a whole.
ARTICLE IISection .10   Compliance with Law.
(a) 	Except as set forth in Section 5.10(a) 
of the MetLife Disclosure Schedule, neither MetLife 
nor any MetLife Subsidiary is in violation (or, with 
notice or lapse of time or both, would be in viola-
tion) of any term or provision of any Law applicable 
to it or any of its Assets, the result of which viola-
tion, individually or in the aggregate, has or may 
reasonably be expected to have a material adverse 
effect on the Condition of MetLife or of MetLife and 
the MetLife Subsidiaries taken as a whole.
(b) 	Except as set forth in Section 5.10(b) 
of the MetLife Disclosure Schedule, all outstanding 
Insurance Contracts issued or assumed by MetLife are, 
to the extent required by Law, on forms and at rates 
approved by the insurance Governmental Entities of the 
jurisdictions where issued or have been filed with and 
not objected to by such authorities within the periods 
provided for objection, except where the failure to do 
so would not have a material adverse effect on the 
Condition of MetLife or of MetLife and the MetLife 
Subsidiaries taken as a whole.
(c) 	MetLife has implemented procedures and 
programs which are reasonably designed to provide 
assurance that MetLife and its sales representatives 
and employees are in compliance in all material 
respects with all applicable Laws, including but not 
limited to, advertising, licensing and sales Laws.
(d) 	Except as set forth in Section 5.10(d) 
of the MetLife Disclosure Schedule, neither MetLife 
nor any MetLife Subsidiary is a party to any Contract 
with or other undertaking to, or is subject to any 
Order by, or is a recipient of any presently 
applicable supervisory letter or other written 
communication of any kind from, any Governmental 
Entity which (i) currently materially adversely af-
fects or is reasonably likely to materially adversely 
affect the conduct of its Business, (ii) relates 
materially and adversely to its reserve adequacy or 
its investment or underwriting practices and policies 
or its sales practices or policies, or (iii) may rea-
sonably be expected to have a material adverse effect 
on the Condition of MetLife or of MetLife and the 
MetLife Subsidiaries taken as a whole nor, to the 
Knowledge of MetLife or of any of the MetLife Subsid-
iaries, has MetLife or any MetLife Subsidiary been 
notified by any Governmental Entity that it is contem-
plating issuing or requesting (or is considering the 
appropriateness of issuing or requesting) any such 
Order, Contract, undertaking, letter or other written 
communication.
ARTICLE IISection .11   Insurance Issued by 
MetLife.  Except as set forth in Section 5.11 of the 
MetLife Disclosure Schedule:
(a)   all benefits claimed since January 1, 
1992 by any Person under any MetLife Insurance 
Contract have in all material respects been paid (or 
provision for payment thereof has been made) in accor-
dance with the terms of the Contract under which they 
arose, and such payments were not delinquent and were 
paid (or will be paid) without fines or penalties, 
except for any such claim for benefits of less than 
Five Hundred Thousand Dollars ($500,000) for which 
MetLife reasonably believes there is a reasonable 
basis to contest payment and is taking (or is 
preparing to take) such action; and
(b) 	to the Knowledge of MetLife or any of 
the MetLife Subsidiaries, no insurance agent or bro-
ker, at the time such agent or broker wrote, sold or 
produced business for MetLife, violated (or with 
notice or lapse of time or both would have violated) 
any term or provision of any Law or Order applicable 
to any aspect (including, but not limited to, the 
writing, sale or production) of the Business of 
MetLife, the result of which violations, individually 
or in the aggregate, has or may reasonably be expected 
to have a material adverse effect on the Condition of 
MetLife or of MetLife and the MetLife Subsidiaries 
taken as a whole.
ARTICLE IISection .12   Warranties.  (i)  The 
representations and warranties of MetLife contained 
herein, and the information provided by MetLife 
contained in the MetLife Disclosure Schedule and in 
any certificate or document heretofore furnished to 
TNE by MetLife in connection herewith do not on the 
date provided and on the date hereof and (ii) any fur-
ther information which may be provided to TNE by 
MetLife after the date hereof for inclusion in the 
MetLife Disclosure Schedule, any certificate or docu-
ment furnished to TNE by MetLife hereunder after the 
date hereof and the Meeting Notice and the Proxy 
Statement (if applicable), will not on the date such 
information, certificate or document is given or, with 
respect to the Meeting Notice and Proxy Statement (if 
applicable), on the date mailed or published and the 
date of the meeting relating thereto, contain any 
untrue statement of a material fact or omit to state a 
material fact necessary in order to make the 
statements herein or therein not misleading in light 
of the circumstances in which made.  The information 
provided by MetLife contained herein, in the MetLife 
Disclosure Schedule, in the Meeting Notice, in the 
Proxy Statement (if applicable) and in such other 
documents or certificates fairly presents and will (on 
the date provided and, with respect to the Meeting 
Notice and the Proxy Statement (if applicable), on the 
date such document is mailed or published and the date 
of the meeting relating thereto) fairly present the 
information purported to be shown herein and therein 
and is and will be (on the date provided and, with 
respect to the Meeting Notice and the Proxy Statement 
(if applicable), on the date such document is mailed 
or published and the date of the meeting relating 
thereto) accurate in all material respects.  There is 
no fact which MetLife has not disclosed to TNE which 
has, or so far as MetLife can reasonably foresee is 
likely to have, a material adverse effect on the 
Condition of MetLife or of MetLife and the MetLife 
Subsidiaries taken as a whole or the ability of 
MetLife to perform its obligations under this 
Agreement.
ARTICLE III 
	CERTAIN COVENANTS
ARTICLE IIISection .1   TNE Conduct of 
Business Pending the Merger.  MetLife and TNE agree 
that it is their mutual intention that, at all times 
up to and including the Effective Time, TNE and the 
TNE Subsidiaries (other than the NEIC Entities) shall 
operate, and shall be permitted to operate, in a 
manner consistent with the Statement of Operating 
Principles.  (Solely for purposes of this Section 6.1, 
the phrases TNE Subsidiaries and TNE Subsidiary 
shall not be deemed to include the NEIC Entities, 
other than NEIC, Inc.)  Notwithstanding the foregoing, 
TNE covenants and agrees as to itself and the TNE Sub-
sidiaries that, at all times up to and including the 
Effective Time, unless MetLife shall otherwise consent 
in writing, which consent shall not be unreasonably 
withheld (MetLife agreeing that it will use its best 
efforts to respond to any request received from TNE 
arising under this Article VI within five (5) business 
days, or sooner as circumstances may require, after 
receipt of such request), or as otherwise expressly 
permitted or contemplated by this Agreement:
(a) 	TNE shall, and shall cause each TNE Sub-
sidiary to, conduct its Business only in the ordinary 
course and in generally the same manner as heretofore 
conducted since December 31, 1994 and in a manner 
which TNE reasonably believes is not inconsistent with 
the consummation of the transactions contemplated 
hereby, and TNE and each TNE Subsidiary shall use all 
reasonable efforts to preserve intact its present 
business organization and preserve its regular 
services to, and maintain its significant business 
relationships with, policyholders, insureds, agents, 
underwriters, brokers, investment customers, suppliers 
and all others having business dealings with it to the 
end that its goodwill and ongoing Business shall not 
be impaired in any material respect;
(b) 	TNE shall not, and shall not permit any 
TNE Subsidiary to, make or propose to make any change 
in its dividend practices or policies or in its under-
writing, pricing, claims, risk retention, investment, 
reinsurance practices or policies in any material re-
spect; and TNE agrees that it will notify MetLife and 
provide MetLife with information in reasonable detail 
regarding any material transactions (excluding 
investment transactions in the ordinary course of 
business consistent with past practice, but including 
transactions involving the securitization of Assets of 
TNE or of any TNE Subsidiary and transactions involv-
ing derivative securities), whether involving a pur-
chase or sale, that it or any TNE Subsidiary is seri-
ously considering;
(c) 	TNE shall not, and shall not permit any 
TNE Subsidiary to, (i) amend its charter or bylaws 
(unless contemplated hereby), (ii) incur any 
individual Liability or series of related Liabilities 
in excess of Two Million Dollars ($2,000,000) other 
than in the ordinary course of business consistent 
with past practice, (iii) incur any indebtedness for 
money borrowed in the aggregate for TNE and the TNE 
Subsidiaries in excess of Twenty Million Dollars 
($20,000,000) for any such indebtedness having a matu-
rity of 90 days or less or Two Million Dollars 
($2,000,000) for any such indebtedness having a 
maturity of more than 90 days, (iv) agree to any merg-
er, consolidation, demutualization, acquisition, 
redomestication, sale of all or a substantial portion 
of its Assets, bulk or assumption reinsurance 
arrangement or other similar reorganization, ar-
rangement or business combination, (v) prior to 
notifying MetLife, enter into any partnership, joint 
venture or profit sharing Contract, other than as 
envisioned by the Statement of Operating Principles, 
(vi) make any change in its dividend scale prior to 
discussing such change with MetLife, (vii) enter into 
any Contract limiting the ability of TNE or of any TNE 
Subsidiary to engage in any Business, to compete with 
any Person or to do business with any Person, (viii) 
enter into any Contract relating to the direct or 
indirect guarantee of any obligation of any Person in 
respect of indebtedness for borrowed money or other 
financial obligation of any Person other than in the 
ordinary course of business consistent with past prac-
tice, (ix) enter into any Contract that could materi-
ally and adversely affect the consummation of the 
transactions contemplated hereby or (x) modify any 
Contract with respect to the subject of any of the 
foregoing clauses;
(d) 	TNE shall not permit any TNE Subsidiary 
to issue or sell any shares of or interests in, or 
rights of any kind to acquire any shares of or 
interests in, or to receive any payment based on the 
value of, the capital stock of or other equity 
interests in or any securities convertible into shares 
of any capital stock of or other equity interests in 
any TNE Subsidiary, other than the issuance of Class A 
or Class B Participating Common Stock of Omega 
Reinsurance Corporation to agents of TNE in the 
ordinary course of business consistent with existing 
agreements and arrangements;
(e) 	Except (i) as set forth in Section 
6.1(e) of the TNE Disclosure Schedule, (ii) in the 
ordinary course of business consistent with past prac-
tice, or (iii) as required by the terms of agreements 
or plans already in effect, applicable Law or as 
envisioned in the Statement of Operating Principles, 
TNE shall not, and shall not permit any TNE Subsidiary 
to (i) increase in any material manner the 
compensation of its directors or executive officers or 
enter into any Contract relating to the borrowing of 
money by its directors or executive officers, (ii) pay 
or agree to pay any pension, retirement allowance or 
other employee benefit not required by the current 
terms of any existing plan, agreement or arrangement 
to any director or executive officer, (iii) adopt, 
enter into, terminate or amend, any pension, profit-
sharing, bonus, incentive, deferred compensation, 
field compensation, group insurance, severance pay, 
termination, vacation, retirement or other employee 
benefit plan, agreement or arrangement, (iv) enter 
into, adopt or increase any indemnification or hold 
harmless arrangements with any directors, officers or 
other employees or agents of TNE or any TNE Subsidiary 
or any other Person, (v) enter into any Contract with 
any officer, director or trustee of TNE or of any TNE 
Subsidiary with terms less favorable to TNE or any TNE 
Subsidiary than could have been obtained from an 
unaffiliated Person or (vi) appoint or elect any new 
executive officer of TNE or of any TNE Subsidiary or 
any person other than the incumbent person to be the 
appointed actuary or chief auditor of TNE;
(f) 	Other than in the ordinary course of 
business consistent with past practice, TNE shall not, 
and shall not permit any TNE Subsidiary to, make any 
expenditures or commitments for expenditures for the 
purchase or lease of any products or services or group 
of products or services (other than with respect to 
Investment Assets) which in one or a series of related 
transactions exceed Two Hundred and Fifty Thousand 
Dollars ($250,000) or which in the aggregate for TNE 
and the TNE Subsidiaries taken as a whole exceed Two 
Million and Five Hundred Thousand Dollars 
($2,500,000), except for expenditures relating to this 
Agreement and the consummation of the transactions 
contemplated hereby, expenditures made to the Persons 
identified in Section 9.2(b) hereof and expenditures 
required to be made pursuant to existing Contracts to 
which TNE or any TNE Subsidiary is a party thereto, 
which Contracts are set forth in Section 4.16 of the 
TNE Disclosure Schedule;
(g) 	Other than in the ordinary course of 
business consistent with past practice or in connec-
tion with the redemption of outstanding guaranteed in-
vestment contracts in the exercise of TNEs reasonable 
judgment, TNE shall not, and shall not permit any TNE 
Subsidiary to, waive any rights with a value in excess 
of One Hundred Thousand Dollars ($100,000) or any 
other rights which are material to any Contract or 
make any payment, direct or indirect, of any Liability 
in excess of One Hundred Thousand Dollars ($100,000) 
before the same comes due in accordance with its 
terms, in each case, including, but not limited to, 
any provision of any Insurance Contract to permit a 
cash-out thereof;
(h) 	TNE shall not, and shall not permit any 
TNE Subsidiary or TNE Joint Venture (with respect to 
TNE Real Property) to, other than pursuant to the 
operation of separate accounts in the ordinary course 
of business, consistent with existing strategies, (a) 
sell, lease, mortgage, encumber or otherwise grant any 
interest in or dispose of any of its Assets which, 
individually or in the aggregate, are material to the 
Condition of TNE or of TNE and the TNE Subsidiaries 
taken as a whole, except at fair market value and in 
the exercise of reasonable business judgment and, in 
addition, in the case of Liens, for Permitted Liens 
and Liens not individually in excess of Five Hundred 
Thousand Dollars ($500,000) and not aggregating in 
excess of Two Million Dollars ($2,000,000) or (b) re-
structure, amend, modify or otherwise affect any In-
vestment Asset or any Contract relating thereto which 
is material to the Condition of TNE or of TNE and the 
TNE Subsidiaries taken as a whole, except in the exer-
cise of reasonable business judgment and, in either 
case described in clauses (a) and (b), only in accor-
dance with the statement of investment policy set 
forth in Section 6.1(h) of the TNE Disclosure Schedule 
attached hereto; and TNE shall furnish to MetLife a 
monthly report, in detail reasonably acceptable to 
MetLife, of all such transactions or other changes 
(other than changes in market values or ordinary 
course changes such as interest payments, maturities, 
etc.) affecting Investment Assets of TNE or any TNE 
Subsidiary which took place since the last such 
report;
(i) 	TNE agrees that it shall not, nor shall 
it permit any TNE Subsidiary to, other than pursuant 
to the operation of separate accounts involved in real 
estate in the ordinary course, consistent with 
existing strategies, make any equity real estate in-
vestments (other than through restructuring or 
foreclosure or pursuant to commitments existing at the 
date hereof or to protect the value of existing 
investments in the exercise of reasonable business 
judgment) and that neither TNE nor any TNE Subsidiary 
shall take any action, other than in the exercise of 
reasonable business judgment and following discussion 
with MetLife, which results, individually or in the 
aggregate, in (i) the realization of any gross capital 
loss or losses in an amount of Ten Million Dollars 
($10,000,000) or more or (ii) an adverse impact on the 
surplus of TNE or of a TNE Subsidiary in an amount of 
Ten Million Dollars ($10,000,000) or more.
(j) 	Other than in the ordinary course of 
business consistent with past practice, TNE shall not, 
and shall not permit any TNE Subsidiary or TNE Joint 
Venture (with respect to TNE Real Property) (other 
than TNE Joint Ventures that are not controlled, 
directly or indirectly, by TNE, provided that in such 
cases TNE shall use all commercially reasonable 
efforts to cause such entities to comply with the 
provisions of this Section)  to, enter into any mate-
rial Contract or amend or waive any material provision 
of any material Contract which would involve the 
payment by TNE or any TNE Subsidiary of Five Hundred 
Thousand Dollars ($500,000) or more;
(k) 	Other than in the ordinary course of 
business consistent with past practice, TNE shall not, 
and shall not permit any TNE Subsidiary to, settle or 
compromise any claim in any action, proceeding or 
investigation which could result in an expenditure for 
TNE and the TNE Subsidiaries in excess of One Million 
Dollars ($1,000,000) other than any settlement or 
compromise with respect to federal income taxes for 
the taxable years ending December 31, 1984 through the 
taxable year ending December 31, 1991, provided howev-
er, that no such settlement or compromise with respect 
to such taxes shall be entered into by TNE or any TNE 
Subsidiary without the consent of MetLife, which 
consent shall not be unreasonably withheld;
(l) 	TNE shall not, and shall not permit any 
TNE Subsidiary to, in a single transaction or in a 
series of related transactions, (i) cede reinsurance 
with respect to business for which the reserves held 
with respect to Liabilities exceed Ten Million Dollars 
($10,000,000), except in accordance with existing 
reinsurance agreements or in the ordinary course of 
business consistent with past practice, or (ii) assume 
reinsurance (by way of indemnity or assumption) 
pursuant to any Contract to which TNE is not a party 
on the date hereof or, if pursuant to any Contract to 
which TNE is a party on the date hereof, only in the 
ordinary course of businesses consistent with past 
practice;
(m) 	TNE shall, and shall cause each TNE Sub-
sidiary to, maintain uninterrupted its existing insur-
ance coverage of all types in effect or procure 
substantially similar substitute insurance policies 
with financially sound and reputable insurance 
companies in at least such amounts and against such 
risks as are currently covered by such policies if 
such coverage is available; and
(n) 	Neither TNE nor any TNE Subsidiary shall 
agree, in writing or otherwise, to take any of the ac-
tions prohibited by the foregoing clauses (a) through 
(m).
 		Nothing in this Section 6.1 shall be deemed 
(i) to prevent TNE from providing capital to NEVLICO 
in accordance with the Statement of Operating 
Principles or (ii) to prevent TNE from taking any 
actions required by existing agreements governing 
TNEs separate accounts, provided that such actions 
would not result in Liability to, or other adverse 
impact on, TNEs general account.
ARTICLE IIISection .2   NEIC Entities Conduct 
of Business Pending the Merger.  MetLife and TNE agree 
that it is their mutual intention that the Business of 
the NEIC Entities shall be conducted in accordance 
with the Memorandum dated April 6, 1995 (the 
Memorandum) of the Chairman of the Board and Chief 
Executive Officer of MetLife, to the Chairman of the 
Board and Chief Executive Officer of NEIC, following 
the Effective Time and, to the extent relevant, prior 
to the Effective Time.  Notwithstanding the foregoing, 
TNE covenants and agrees, at all times up to and 
including the Effective Time, unless MetLife shall 
otherwise consent in writing, which consent shall not 
be unreasonably withheld (MetLife agreeing that it 
will use its best efforts to respond to any request 
for consent received under this Section 6.2 of Article 
VI within five (5) business days, or sooner as 
circumstances may require, after receipt of such re-
quest), or as otherwise expressly permitted or contem-
plated by this Agreement:
 	(a)	TNE shall not permit any NEIC Entity to 
conduct its business in a manner which it believes is 
inconsistent with the mutual intention stated in the 
Memorandum and is not in furtherance of the transac-
tions contemplated hereby;
_ 	TNE shall not permit any NEIC Entity to take 
any action, or engage in any activity, that could 
jeopardize the status of NEIC as an existing 
partnership for purposes of Section 10211(c) of the 
Revenue Act of 1987;
_ 

_ 	TNE shall cause each NEIC Entity to use all 
reasonable efforts to preserve intact its present 
business organization and preserve its regular 
services to and maintain its significant business 
relationships with underwriters, brokers, investment 
customers, suppliers and all others having business 
dealings with it to the end that its goodwill and 
ongoing Business shall not be impaired in any material 
respect;
_ 

_ 	TNE shall not permit any NEIC Entity to enter 
into any Contract limiting the ability of TNE and the 
TNE Subsidiaries, other than the NEIC Entities, to 
engage in any Business, to compete with any Person, to 
do business with any Person or in any location or to 
employ the employees or agents of any Person;
_ 

_ 	TNE shall not permit any NEIC Entity to enter 
into any Contract that could materially and adversely 
affect the consummation of the transactions 
contemplated hereby;
_ 

_ 	TNE shall not, and shall not permit NEIC or 
any other NEIC Entity to, sell or issue any interests 
in, or rights of any kind to acquire any interests in, 
or to receive any payment based on the value of, any 
NEIC GP Units or NEIC LP Units or other equity 
interests in or any equity interests convertible into 
NEIC GP Units or NEIC LP Units or other equity 
interests of NEIC, as a result of which the ownership 
of TNE and NEIC, Inc. together will fall below forty 
(40) percent of the NEIC Units then outstanding and 
TNE shall not permit NEIC, Inc. to exchange or 
transfer any NEIC GP Units; provided, however, that 
(i) if NEIC takes any such action which would result 
in the ownership of TNE and NEIC, Inc. together 
falling below fifty percent (50%) of the NEIC Units 
then outstanding, TNE shall, at MetLifes request, and 
after consultation with NEIC, promptly contribute a 
sufficient number of NEIC Units to NEIC, Inc. so as to 
cause the total number of NEIC Units owned by NEIC, 
Inc. to constitute at least one-third (1/3) of the 
NEIC Units outstanding, and (ii) unless MetLife 
consents in writing, TNE shall, after making such 
contribution, cause NEIC, Inc. to take such actions as 
are necessary to prevent the ownership of NEIC, Inc. 
from falling below one-third (1/3) of the NEIC Units 
outstanding at any time;
_ 

_ 	TNE and NEIC shall notify and consult with 
MetLife prior to making any commitment on any proposal 
for the acquisition of any material interest in any 
Person or the sale or disposition of any material 
interest in any NEIC Entity provided that neither TNE, 
NEIC nor any NEIC Entity shall be permitted to 
acquire, sell or dispose of any material interest or 
take any action that would change the character of 
TNEs investment in NEIC;
_ 

_ 	TNE shall cause each NEIC Entity to maintain 
uninterrupted its existing insurance coverage of all 
types in effect or procure substantially similar 
substitute insurance policies with financially sound 
and reputable insurance companies in at least such 
amounts and against such risks as are currently 
covered by such policies if such coverage is available 
at commercially reasonable rates;
_ 

_ 	TNE shall not permit NEIC, Inc. to make any 
amendments to its charter or bylaws or permit any NEIC 
Entity to make or propose any amendments to its 
charter or bylaws or limited partnership agreement, as 
the case may be, that could be inconsistent with TNEs 
obligations under clause (a); and
_ 

_ 	TNE shall not and shall not permit any TNE 
Subsidiary or any NEIC Entity to agree, in writing or 
otherwise, to take any of the actions prohibited by 
the foregoing clauses (a) through (i).
IIISection .3   MetLife Conduct of Business 
Pending the Merger.  MetLife covenants and agrees 
that, at all times up to and including the Effective 
Time, unless TNE shall otherwise consent in writing, 
which consent will not be unreasonably withheld (TNE 
agreeing that it will use its best efforts to respond 
to any request received from MetLife arising under 
this Article VI within five (5) business days after 
the receipt of such request), or as otherwise express-
ly permitted or contemplated by this Agreement:
(a) 	MetLife shall conduct its Business in a 
manner which MetLife reasonably believes is not incon-
sistent with the consummation of the transactions 
contemplated hereby, and MetLife shall use all reason-
able efforts to preserve intact its present business 
organization and preserve its regular services to, and 
maintain its significant business relationships with, 
policyholders, insureds, agents, underwriters, 
brokers, investment customers, suppliers and all 
others having business dealings with it to the end 
that its goodwill and ongoing Business shall not be 
impaired in any material respect;
(b) 	MetLife shall not make or propose to 
make any change in its dividend practices or policies 
applicable to its ordinary life insurance business in 
the United States;
(c) 	MetLife shall not make any change in its 
dividend scale applicable to its ordinary life 
insurance business in the United States prior to 
discussing such change with TNE;
(d) 	MetLife shall not (i) amend its charter 
or bylaws in a manner which would be inconsistent with 
the consummation of the transactions contemplated 
hereby, (ii) agree to any merger in which it is not 
the surviving entity or any consolidation, 
demutualization, redomestication, sale of all or sub-
stantially all of its Assets or any other similar 
reorganization, arrangement or business combination or 
(iii) enter into or modify any Contract in a manner 
that will or is reasonably likely to materially and 
adversely affect the consummation of the transactions 
contemplated hereby;
(e) 	MetLife shall maintain uninterrupted its 
existing insurance coverage of all types in effect or 
procure substantially similar substitute insurance 
policies with financially sound and reputable 
insurance companies in at least such amounts and 
against such risks as are currently covered by such 
policies if such insurance coverage is available, 
except for insurance coverage the failure to so keep 
in effect would not have a material adverse effect on 
the Condition of MetLife or of MetLife and the MetLife 
Subsidiaries taken as a whole; 
(f) 	MetLife (i) will not dispose of or 
terminate the MetLife brokerage operation, (ii) will 
not make any acquisition or organizational change 
inconsistent with the role that the Statement of 
Operating Principles envisions for NEVLICO following 
the Merger and (iii) in general shall otherwise con-
duct its Business in a manner which is consistent with 
its intent to proceed in good faith in the manner set 
forth in the Statement of Operating Principles; and
(g) 	MetLife shall not agree, in writing or 
otherwise, to take any of the actions prohibited by 
the foregoing clauses (a) through (f).
IIISection .4   Reasonable Efforts; 
Cooperation with Respect to Private Letter Ruling.  
(a) Upon the terms and subject to the conditions 
herein provided, each of the parties hereto agrees to 
use all reasonable efforts to take, or cause to be 
taken, all action, to do, or cause to be done, and to 
assist and cooperate with the other party hereto in 
doing or causing to be done, all things necessary, 
proper or advisable to consummate and make effective, 
in the most expeditious manner practicable, the 
transactions contemplated by this Agreement, includ-
ing, but not limited to, (i) the actions set forth in 
Article III hereof, (ii) the obtaining of all neces-
sary actions or nonactions, waivers, consents and 
approvals from all appropriate Governmental Entities 
and other Persons and the making of all necessary 
registrations and filings, (iii) the obtaining of the 
opinions and the Combined No-Action Letter referred to 
in Section 3.2, (iv) the resolution of all organiza-
tional and human resources issues relating to the 
transactions contemplated hereby, including, but not 
limited to, conveying information to employees and 
agents and counseling such individuals and (v) the 
defending of any Proceedings challenging this Agree-
ment or the consummation of the transactions contem-
plated hereby, the defense of which shall, at the 
request of either TNE or MetLife, be conducted jointly 
by MetLife and TNE on a basis that is satisfactory to 
both TNE and MetLife.
IIISection .5 

(a)   As promptly as practicable after the 
date hereof, MetLife shall prepare a request for a 
private letter ruling from the IRS with respect to the 
matters set forth as items (1) through (4) and (11) 
through (15) of Exhibit F hereof, and such other 
matters as to which MetLife and TNE shall agree (with 
such request for a private letter ruling, together 
with any exhibits, attachments or supplements, re-
ferred to herein as the Ruling Request).  Prior to 
the filing of the Ruling Request, MetLife shall submit 
to TNE, for TNEs review and comment, draft copies of 
the proposed Ruling Request, and, as soon as practica-
ble thereafter, TNE shall advise MetLife of any recom-
mended changes to the proposed Ruling Request, and 
MetLife and TNE shall consult in good faith to resolve 
any disagreements that may arise with respect to the 
incorporation of TNEs recommended changes, if any, to 
the Ruling Request.  TNE and MetLife will cooperate in 
taking all reasonable steps necessary for the sub-
mission of the Ruling Request, including the execution 
of powers of attorney authorizing their respective 
counsels to represent them with respect to the Ruling 
Request, declarations of the accuracy of the state-
ments made in the Ruling Request, and any other 
documentation necessary or appropriate for the 
submission of the Ruling Request.  MetLife and TNE 
shall jointly submit the Ruling Request, and shall be 
joint signatories with respect to such Ruling Request. 
 MetLife shall draft any responses to any request for 
additional information or analysis requested by the 
IRS.  Prior to the filing of any such response, 
MetLife shall submit a draft of such response to TNE 
for TNEs review and comment, and as soon as 
practicable thereafter, TNE shall advise MetLife of 
any recommended changes to the proposed response, and 
MetLife and TNE shall consult in good faith to resolve 
any disagreements that may arise with respect to the 
incorporation of TNEs recommended changes, if any, to 
the proposed response.  MetLife shall be designated in 
the Ruling Request as the party with primary responsi-
bility for discussions with the IRS relating thereto, 
and MetLife shall notify TNE of any in-person meeting 
scheduled with the IRS to discuss the Ruling Request, 
and shall provide TNE with an opportunity to 
participate in any such meeting.  MetLife will also 
notify TNE of, and shall provide TNE with an oppor-
tunity to participate in, any other communications 
with the IRS to the extent that such communications 
pertain to the tax consequences of the transactions 
contemplated hereby to TNE, any TNE Subsidiary or any 
policyholders of TNE or of any TNE Subsidiary.
(b) 	TNE will, and will cause the NEIC 
Entities to, and cooperate with MetLife to, take any 
actions reasonably requested by MetLife to prevent a 
possible termination and reconstitution of NEIC for 
federal income tax purposes as a result of the Merger 
and to prevent or minimize any expenses as a result 
thereof.
II.2   Access and Information.  Each of 
MetLife and TNE shall (i) afford to the other and the 
others accountants, legal counsel and other advisers 
 full access, during normal business hours through the 
period immediately prior to the Effective Time, to all 
of its and its Subsidiaries and, to the extent 
reasonably available, its Affiliates Assets, books, 
Contracts, commitments and records (including, but not 
limited to, TNEs Tax Returns, but excluding any 
documents relating to active litigation to which 
MetLife, TNE or any of their respective Subsidiaries 
is a party which are subject to the attorney-client 
privilege) and TNE Real Property (including, but not 
limited to, access for environmental testing), pro-
vided that each party hereto shall indemnify the 
other, on customary terms, for any tortious actions 
taken by such party or its agents or representatives 
on the others real property in connection with such 
access, and (ii) during such period, each of MetLife 
and TNE shall furnish promptly to the other all such 
information concerning its Business, Assets and 
personnel or that of any of its Subsidiaries or other 
Affiliates, as the other may reasonably request.  Nei-
ther party will use any such information to the detri-
ment of the other party and each will be bound by the 
provisions of the Confidentiality Agreement in respect 
of such information; provided, however, that, after 
the Effective Time the Confidentiality Agreement shall 
be null and void and of no further force and effect 
and the Surviving Company may disclose any such 
information.
		As promptly as practicable after the date 
hereof (but in no event later than October 15, 1995), 
TNE shall deliver to MetLife a true, complete and 
correct list of all Contracts (other than Contracts 
which are terminable on notice of 90 days or less 
without penalty, damage or other adverse effect) to 
which any separate account of TNE is a party or to 
which it or any of its Assets may be subject 
(including, but not limited to, TNE JV Agreements, 
loan documents and documents relating thereto for 
borrowings, guarantees, master leases, ground leases 
and title insurance policies) pursuant to which a 
consent or approval may be required from any third 
party in connection with the Merger or which would be 
accelerated or terminated as a consequence of the 
Merger, and TNE and MetLife will cooperate in 
obtaining the necessary consents under such Contracts 
and in minimizing the economic consequences of any 
terminations or accelerations under such Contracts.
II.3   Approvals and Filings.  Each of MetLife 
and TNE shall timely provide, and shall cause their 
respective Subsidiaries and other Affiliates to timely 
provide, information reasonably requested by the other 
party for use in connection with any application or 
notification that may be made to applicable Governmen-
tal Entities in connection with the transactions con-
templated hereby.  Each of MetLife and TNE shall make, 
and cause their respective Subsidiaries and other 
Affiliates, where applicable, to make, all filings, as 
soon as reasonably practicable, including, but not 
limited to, those under the HSR Act, the Securities 
Act, the Exchange Act, the Investment Company Act and 
the Advisers Act, required in order to facilitate 
prompt consummation of the Merger and the other 
transactions contemplated by this Agreement.  In addi-
tion, each of TNE and MetLife shall use, and shall 
cause its Subsidiaries and other Affiliates (where 
applicable) to use, their respective best efforts, and 
shall cooperate fully with each other:  (i) to comply 
as promptly as reasonably practicable with all 
requirements of Governmental Entities applicable to 
the Merger and the other transactions contemplated 
herein; and (ii) to obtain as promptly as reasonably 
practicable all permits, orders or other consents of 
Governmental Entities and consents of all third par-
ties necessary for the consummation of the Merger at 
the Effective Time and the other transactions 
contemplated herein.  Each of MetLife and TNE shall 
use, and shall cause their respective Subsidiaries and 
other Affiliates (where applicable) to use, their re-
spective best efforts to provide such information and 
communications to Governmental Entities as such 
Governmental Entities may request.  Each of MetLife 
and TNE shall promptly deliver to the other party 
copies of all documents proposed to be filed with 
Governmental Entities by it or its Subsidiaries and 
other Affiliates with respect to the transactions 
contemplated hereby in advance of such filings and 
shall consult with the other regarding such filings 
before making any such filings and each shall provide 
the other with copies of all such documents which are 
filed with Governmental Entities and copies of all 
correspondence to and from such Governmental Entities 
in connection therewith.  TNE also shall submit to 
MetLife for its prior approval copies of all 
descriptions of the transactions contemplated hereby 
or of MetLife or any MetLife Subsidiaries which are 
proposed for inclusion in any material to be sent to 
its and its Subsidiaries advisory clients pursuant to 
Sections 6.7 and 6.8 hereof.
II.4   Satisfaction of Section 15 of the 
Investment Company Act.  (a)  TNE shall, and shall 
cause each entity listed on Section 6.7(a) of the TNE 
Disclosure Schedule to, use its and their best efforts 
to solicit and obtain the approval of the board of 
trustees, directors or similar governing body of any 
TNE Group Fund that is registered under the Investment 
Company Act for which any TNE Asset Management Company 
serves as investment adviser or manager (including as 
subadviser or submanager) to (i) approve, and to 
solicit their respective shareholders as promptly as 
reasonably practicable with regard to the approval of, 
new Investment Advisory Contracts with the applicable 
TNE Asset Management Company acting as investment 
adviser or subadviser for such TNE Group Fund, to be 
effective at the Effective Time, all to the extent re-
quired by, and consistent with all requirements of the 
Investment Company Act applicable thereto; provided, 
however, that such new Contracts shall be identical in 
all material respects to the existing Contracts and 
(ii) nominate and elect, or to the extent required in 
order to satisfy the conditions of Sections 15(f) and 
16(b) of the Investment Company Act applicable 
thereto, solicit their respective shareholders as 
promptly as reasonably practical with regard to the 
election of, the individuals listed in Section 6.7(a) 
of the TNE Disclosure Schedule and such other individ-
uals as may be necessary to satisfy the conditions of 
Sections 15(f) and 16(b) of the Investment Company 
Act.
(a)   TNE shall, and shall cause each of the 
applicable TNE Asset Management Companies to, use its 
best efforts to ensure the satisfaction of the condi-
tions set forth in Sections 15(f) and 16(b) of the In-
vestment Company Act with respect to each TNE Group 
Fund that is registered under the Investment Company 
Act for which any TNE Asset Management Company serves 
as investment adviser or manager (including as 
subadviser or submanager).
(b) 

ARTICLE I Section .1   Advisory Contract 
Consents.  As soon as reasonably practicable, TNE 
shall, and shall cause each of the applicable TNE 
Asset Management Companies to, inform its and their 
noninvestment company advisory clients of the transac-
tions contemplated by this Agreement and shall, in 
compliance with the Advisers Act and any other 
applicable Law, request such clients consent as may 
be necessary to effect the assignment of their Invest-
ment Advisory Related Agreements.  MetLife agrees that 
TNE may satisfy this obligation, insofar as it relates 
to noninvestment company advisory clients (other than 
collective investment arrangements managed by a TNE 
Asset Management Company as to which the governing in-
struments or applicable Law require any different or 
supplemental procedure, in which case such different 
or supplemental procedures must be followed), by 
providing each such client with the notice contem-
plated by the first sentence of this Section 6.8 and 
obtaining either a new investment advisory agreement 
with such client effective at the Effective Time or 
such clients consent in the form of an actual written 
consent or in the form of an implied consent and 
complying with any other requirements including, but 
not limited to, to the extent applicable, the disclo-
sure requirements of Rule 204-3 of the Advisers Act.  
It is understood that such implied consent may be ob-
tained by requesting written consent as aforesaid and 
informing such client in writing at least sixty (60) 
days in advance of the Effective Time of: (i) the 
transactions contemplated hereby and TNEs intention 
to complete such transactions so as to result in a 
statutory assignment of such Investment Advisory 
Related Agreements, (ii) TNEs (or the applicable TNE 
Asset Management Companys) intention to continue the 
advisory services, pursuant to the existing Investment 
Advisory Related Agreement with such client after the 
Effective Date if such client does not terminate such 
Investment Advisory Related Agreement prior to the 
Effective Time; and (iii) the fact that the consent of 
such client will be implied if such client continues 
to accept such advisory services without termination.
ARTICLE I Section .2   Compliance with Section 
15(f) of the Investment Company Act by MetLife.  
MetLife shall conduct its Business and shall cause 
each of its Subsidiaries and other Affiliates to 
conduct their respective Businesses so as to assure 
that, insofar as is within their control, all of the 
conditions of Section 15(f) of the Investment Company 
Act with respect to each TNE Group Fund shall be 
satisfied.
ARTICLE ISection .3   Notification of Certain 
Other Matters.  MetLife and TNE shall promptly notify 
each other whenever MetLife (or any MetLife 
Subsidiary) or TNE (or any TNE Subsidiary) has Knowl-
edge of:
(i)   any notice of, or other 
communication relating to, a default or event 
which, with notice or lapse of time or both, 
would become a default, received by such 
party, any of its Subsidiaries or any of its 
Joint Ventures subsequent to the date of this 
Agreement and prior to the Effective Time, in 
the case of TNE under any Contract of a type 
required to be disclosed pursuant to Section 
4.16 hereof to which TNE or any TNE 
Subsidiary or TNE Joint Venture is a party or 
by which any of them or any of their respec-
tive Assets may be subject or bound or, in 
the case of either MetLife or TNE, under any 
Contract pursuant to which a default 
thereunder would have a material adverse 
effect on the Condition of MetLife or of 
MetLife and the MetLife Subsidiaries taken as 
a whole or of TNE or of TNE and its Sub-
sidiaries taken as a whole, respectively;
(ii)   the occurrence of any 
event which, with notice or lapse of time or 
both, may reasonably be expected to result in 
a default in the case of TNE, under any Con-
tract to which TNE, any TNE Subsidiary or any 
TNE Joint Venture is a party or, in the case 
of either MetLife or TNE, under any Contract 
pursuant to which a default thereunder would 
have a material adverse effect on the 
Condition of MetLife or of MetLife and the 
MetLife Subsidiaries taken as a whole or of 
TNE or of TNE and its Subsidiaries taken as a 
whole, respectively;
(iii)   any notice or other communication from 
or to any Person alleging 
that the consent of such Person is or may be 
required in connection with the execution of 
this Agreement or the consummation of the 
transactions contemplated hereby;
(iv)   any notice or other 
communication from or to any Governmental 
Entity in connection with this Agreement or 
the transactions contemplated hereby; and
(v)   any change or other event 
which may have a material adverse effect on 
the Condition of such party or of such party 
and its Subsidiaries taken as a whole, or the 
occurrence of an event or development, other 
than one affecting the life insurance 
industry generally which, so far as reason-
ably can be foreseen at the time of its 
occurrence, is likely to result in any such 
change.
ARTICLE ISection .4   Indemnification.
MetLife agrees that all rights to 
indemnification now existing in favor of the 
employees, directors, agents or officers of TNE 
(individually, an Indemnitee), with respect to any 
Losses based on, arising, in whole or in part, out of, 
or otherwise in respect of, any action which is taken, 
or matter existing or occurring on or prior to the 
Effective Time, as provided in TNEs charter or bylaws 
or otherwise existing under Law on the date hereof 
shall survive the Merger; provided, however, that the 
foregoing is not meant to and shall not create or give 
any Person any additional right to indemnification not 
otherwise existing on or prior to the Effective Time. 
 MetLife agrees to use reasonable efforts to obtain 
directors and officers insurance on substantially the 
terms presently in effect covering directors and 
officers of TNE and of each of the TNE Subsidiaries, 
with respect to any Losses based on, arising, in whole 
or in part, out of, or otherwise in respect of, any 
action which is taken, or matter existing or occurring 
on or prior to the Effective Time, and to continue 
such insurance until the sixth anniversary of the 
Effective Time, provided that such insurance is 
available on commercially reasonable terms (including 
cost).  If such insurance is not available on such 
terms, MetLife shall indemnify such persons to the 
same extent as the present indemnification and 
insurance arrangements, subject to any limitations on 
such indemnity under applicable law.
ARTICLE I Section .5   Supplemental Disclosure. 
 (a) Each of MetLife and TNE shall have the continuing 
obligation promptly to supplement or amend the MetLife 
Disclosure Schedule or the TNE Disclosure Schedule, as 
the case may be, with respect to (i) any material 
matter hereafter arising including, but not limited 
to, the Harris Acquisition as provided below, and (ii) 
any material matter hereafter discovered which, in the 
case of a matter being disclosed pursuant to clause 
(i) hereof if existing at the date hereof or, in the 
case of a matter being disclosed pursuant to clause 
(ii) hereof, if known at the date hereof would have 
been required to be set forth or described therein; 
provided, however, that for the purpose of the rights 
and obligations of the parties hereunder, any such 
supplemental or amended disclosure by any party for a 
matter being disclosed pursuant to clause (ii) hereof 
shall not be deemed to have been disclosed as of the 
date hereof unless so agreed to in writing by the 
other party.
 		(b)	NEIC has entered into a Partnership 
Admission Agreement dated June 22, 1995 with Harris 
Associates, Inc. and Harris Associates, L.P. 
(Harris) relating to the acquisition by NEIC of the 
business of Harris (the Harris Acquisition).  TNE 
has made representatives of NEIC available to discuss 
the Harris Acquisition and the business of Harris with 
representatives of MetLife.  TNE hereby agrees that it 
and NEIC will, between the date hereof and the 
Effective Time, (1) make available to MetLife such 
additional information relating to Harris and the 
Harris Acquisition in the possession of TNE or NEIC as 
MetLife may reasonably request and (2) notify MetLife, 
promptly upon the occurrence of any of the following 
events, that such event has occurred: (x) that the 
Harris Acquisition has been consummated, (y) that 
NEIC, Harris or Harris Associates, Inc. has exercised 
any right not to consummate the Harris Acquisition or 
(z) that NEIC has waived the satisfaction of any 
covenant or condition that, in the absence of such 
waiver, would constitute a basis for NEIC not to 
consummate the Harris Acquisition.
ARTICLE I Section .6   No Solicitations.  TNE 
shall not, nor shall TNE permit any TNE Subsidiary to, 
nor shall it authorize or permit any of its officers, 
directors or employees or any investment banker, 
financial advisor, attorney, accountant, actuary or 
other Person retained by it or on its behalf or by or 
on behalf of any TNE Subsidiary, to:  (a) solicit or 
encourage (including, but not limited to, by way of 
furnishing information), or take any action to 
facilitate or pursue, any inquiries or the making of 
any proposal which constitutes, or may reasonably lead 
to, any Reorganization Proposal, (b) except as 
required by applicable law, participate in any discus-
sions or negotiations regarding or furnish to any 
Person other than MetLife (and its representatives) 
any information with respect to, or otherwise 
cooperate in any way with, or assist or participate in 
or facilitate any efforts or attempts by any Person 
with respect to, any proposal which constitutes, or 
may reasonably lead to, any Reorganization Proposal, 
or (c) agree to, approve or endorse any Reorganization 
Proposal.  TNE shall, and shall cause each TNE 
Subsidiary and each officer, trustee, director, 
employee, investment banker, financial advisor, 
attorney, accountant, actuary or other Person retained 
by it or on its behalf or by or on behalf of any TNE 
Subsidiary, to immediately cease and terminate any 
existing activities, discussions or negotiations 
regarding the making of any proposal which 
constitutes, or may reasonably lead to, any Reorgani-
zation Proposal.  TNE shall promptly advise MetLife of 
all inquiries or proposals relating to any Reorga-
nization Proposal however preliminary, and shall 
communicate to MetLife the full and complete details 
of any such inquiry or proposal, including, but not 
limited to, the identity of all Persons involved.  As 
used in this Agreement, Reorganization Proposal 
shall mean any proposal for, or to discuss, a merger, 
consolidation, acquisition, sale of all or a 
substantial portion of Assets, demutualization, bulk 
or assumption reinsurance arrangement involving all or 
a substantial portion of insurance Liabilities or 
other reorganization, arrangement or business combi-
nation involving TNE or any TNE Subsidiary (other than 
any NEIC Entity, but including NEIC, Inc.) or any pro-
posal or offer for, or to discuss, the acquisition in 
any manner of a substantial equity interest in, or a 
substantial portion of the Assets or Business or any 
line of business of, TNE or of any TNE Subsidiary, 
other than the transactions contemplated by this 
Agreement.
ARTICLE I Section .7   Dividend Policy.  
MetLife and TNE agree that the general principles and 
practices guiding the dividend policy for the Surviv-
ing Company are as set forth in Exhibit B hereto.
ARTICLE I Section .8   Statement of Operating 
Principles.  MetLife and TNE intend that the Surviving 
Company proceed in good faith to conduct its business 
in the manner set forth in the Statement of Operating 
Principles.  However, both parties recognize that 
MetLife retains all prerogatives of a parent company 
insofar as any of its Subsidiaries are concerned, that 
MetLife has the right, but no present intention, to 
alter, amend or deviate from such Statement of Operat-
ing Principles and that no term or provision of this 
Agreement shall limit such right.  It is recognized 
and agreed by TNE and MetLife that the Statement of 
Operating Principles is not a binding and enforceable 
agreement and that no Person (including, but not 
limited to, the parties hereto) has the right to en-
force all or any part of the Statement of Operating 
Principles against MetLife, TNE or any other Person as 
if it were a binding agreement.
ARTICLE I Section .9 	Exclusivity.  MetLife 
hereby agrees that it will not directly or through any 
of its directors, officers, employees, agents or 
advisers , (i) discuss with any third party a possible 
merger in which MetLife is not the surviving entity or 
any proposal which would be an alternative to or 
otherwise inconsistent with a merger with TNE or which 
would violate the covenants set forth in Section 6.3 
hereof, (ii) consider proposals from any third party 
for a possible merger in which MetLife is not the 
surviving entity or any proposal which would be an 
alternative to or otherwise inconsistent with a merger 
with TNE or which would violate the covenants set 
forth in Section 6.3 hereof or (iii) discuss with any 
third party, or consider any third party proposal for, 
any transaction which would materially and adversely 
affect the ability of MetLife and of TNE to merge or 
to perform the covenants in Section 6.17 hereto or 
which would violate the covenants set forth in Section 
6.3, unless and until this Agreement has been termi-
nated pursuant to Article VIII.
ARTICLE I Section .10   Covenants of Surviving 
Company.
(b) 	The compensation, employee benefit, 
severance and management incentive plans and programs 
of NELICO after the Effective Time will be established 
by their respective executive officers and boards of 
directors, with consultation as appropriate with 
MetLife.
(c) 	Any Person who was actively employed by 
TNE immediately prior to the Effective Time and who 
(a) is employed on or after the Effective Time by the 
Surviving Company or NELICO and (b) receives notice 
not later than ninety days after the Effective Time 
that his or her employment will be terminated not 
later than June 30, 1997 (other than Persons who are 
being transferred between the Surviving Company and 
NELICO or any other Subsidiary of the Surviving 
Company) shall be entitled to severance payments from 
the Surviving Company or NELICO, as the case may be, 
in accordance with the terms set forth in Exhibit G 
hereto.
(d) 	The charter and bylaws of NELICO immedi-
ately after the Effective Time shall be in the 
respective forms attached hereto as Exhibits H and I. 
 Promptly after the Effective Time, the Surviving 
Company shall cause a special meeting of the board of 
directors of NELICO (the composition of which shall be 
as set forth in Section 3.3 hereof) to be held and 
shall use its best efforts to have NELICO elect the 
Persons listed on Exhibit J hereto to the offices 
indicated for them.
(e) 	Promptly after the Effective Time, the 
TNE Subsidiaries set forth on Exhibit K will be 
contributed to NELICO.
(f)  The Surviving Company shall pay or cause 
to be paid any real property transfer or gain taxes to 
which the TNE policyholders may be subject as a result 
of the Merger.
(g)  Although on the date hereof MetLife is 
not actively considering demutualization, if the 
Surviving Company were to seek to demutualize, the 
Surviving Company would submit a plan of 
demutualization to the New York Insurance Department 
which provides for all of its policyholders, 
including, but not limited to, those policyholders who 
formerly were TNE policyholders and who became 
Surviving Company policyholders as a result of the 
Merger, to be treated fairly and equitably under such 
plan.  In furtherance of any plan of demutualization, 
the Surviving Company would want to use the fairest 
method to allocate value among its classes of 
policyholders.  If the Surviving Company were to 
demutualize under the New York Insurance Law in effect 
on the date hereof and under actuarial theory and 
practice as it exists on the date hereof, the 
Surviving Company would use the histori-
cal/prospective method of equity share calculation 
referred to by the Society of Actuaries Task Force in 
its paper reported in Volume XXXIX (1987) of the 
Transactions of the Society of Actuaries to measure 
policyholder contributions subject to the approval of 
the New York Insurance Department; provided, however, 
that in the future, the Surviving Company would 
consider any other method of calculating policyholder 
contribution which, at the time a demutualization plan 
is being developed, is considered preferable to the 
historical/prospective method as the method which most 
fairly determines policyholder equity shares, subject 
to the approval of the New York Insurance Department. 
 Further, if the Surviving Company were to 
demutualize, extraordinary losses or expenses arising 
from the activities of TNE prior to the Merger but not 
arising from participating insurance operations, such 
as extraordinary litigation losses and extraordinary 
expenses relating to TNE separate accounts, including 
without limitation, certain litigation (or any 
settlement thereof) with the Washington State 
Investment Board, and payments, if any, made to any of 
TNEs senior officers under the employment security 
agreements approved by the TNE Board of Directors, 
would not, in determining the equity shares of 
policyholders, be chargeable solely to TNE 
policyholders who become Surviving Company 
policyholders as a result of the Merger, but would be 
taken into account proportionately in the calculation 
of the equity shares of all MetLife policyholders 
(including, but not limited to, such TNE 
policyholders).
ARTICLE II 
	CONDITIONS
ARTICLE II Section .1   Conditions to 
Obligation of TNE to Effect the Merger.  The 
obligations of TNE to effect the Merger shall be 
subject to the fulfillment at or prior to the 
Effective Time of the following conditions, any one or 
more of which may be waived by TNE, but only to the 
extent permitted by Law:
(b) 	this Agreement shall have been approved 
and adopted by the requisite votes of the respective 
Members of MetLife and of TNE;
(c) 	all Governmental Approvals or other ap-
provals from any Governmental Entities required to be 
obtained prior to the Effective Time shall have been 
obtained and not rescinded or adversely modified or 
limited, other than Governmental Approvals the absence 
of which would have no material adverse effect on the 
Condition of TNE or of TNE and the TNE Subsidiaries 
taken as a whole or the Condition of MetLife or of 
MetLife and the MetLife Subsidiaries taken as a whole 
or the consummation of the transactions contemplated 
hereby;
(d) 	all waiting periods under the HSR Act 
applicable to the Merger shall have expired or been 
terminated;
(e) 	(i) MetLife shall have performed and 
complied in all material respects with all obliga-
tions, covenants and agreements required to be 
performed and complied with by it under this Agreement 
at or prior to the Effective Time and (ii) the 
representations and warranties of MetLife contained in 
this Agreement shall be true and correct in all 
material respects when made, except as otherwise 
contemplated or permitted by this Agreement and except 
as to (i) any breach of which TNE or any of its 
advisers, as a result of information obtained during 
the course of their examination of MetLife, the 
MetLife Subsidiaries, the MetLife Joint Ventures, the 
MetLife Group of Funds and other Affiliates of MetLife 
in connection with the transactions contemplated by 
this Agreement, had actual knowledge on the date 
hereof and (ii) any other breaches thereof which in 
the aggregate (taking into account any representation 
which, by virtue of Section 9.8(b) hereof, is deemed 
not to be qualified as to material adverse effect) 
would reasonably be expected to result in actual 
present losses and actual future losses (valued on a 
discounted basis using the applicable U.S. Treasury 
strip curve rates) to MetLife and the MetLife 
Subsidiaries not exceeding Seven Hundred and Fifty 
Million Dollars ($750,000,000), and (iii) TNE shall 
have received a certificate dated the Effective Time 
of the Chairman of the Board, the President, a Senior 
Executive Vice President or an Executive Vice 
President of MetLife as to the satisfaction of this 
condition;
(f) 	(i) no Order or Law entered, promulgated 
or enacted by any Governmental Entity shall be in 
effect which would prevent the consummation of the 
Merger or the other transactions contemplated hereby, 
(ii) no Proceeding brought by a Governmental Entity 
shall have been commenced and be pending which seeks 
to restrain, prevent or materially delay or re-
structure the transactions contemplated hereby or 
which otherwise questions the validity or legality of 
the Merger and (iii) no approval by any Governmental 
Entity in connection with the Merger and the 
transactions contemplated hereby shall have been 
granted which would impose conditions which would 
significantly impair, in TNEs reasonable opinion, the 
ability of TNE to realize the benefits of the Merger 
and of the other transactions contemplated hereby;
(g) 	all consents, approvals and waivers of 
any Person required to consummate the transactions 
contemplated hereby shall have been obtained which, if 
not obtained, would, individually or in the aggregate, 
have a material adverse effect on the Condition of 
MetLife or of MetLife and the MetLife Subsidiaries 
taken as a whole or the Condition of TNE or of TNE and 
the TNE Subsidiaries taken as a whole, or which would 
prevent the consummation of the transactions 
contemplated hereby;
(h) 	TNE shall have received a private letter 
ruling from the IRS substantially to the effect of 
items (1) through (3) of Exhibit C hereto and shall 
have received either a private letter ruling from the 
IRS or an opinion of Dewey Ballantine that is dated as 
of the Effective Time, which opinion shall be based, 
among other things, upon reasonably requested 
representation letters of TNE and MetLife, substan-
tially to the effect of items (4) through (12) of 
Exhibit C hereto, provided however, that in determin-
ing whether a ruling or opinion, as the case may be, 
is substantially to the effect of any item of Exhibit 
C, any income or gain recognized by a policyholder, or 
any adjustment to the basis of a policy, relating to 
the payment by TNE or MetLife of any real property 
transfer or gains tax to which the TNE policyholders 
may be subject as a result of the Merger shall not be 
taken into account;
(i) 	TNE shall have received on the date of 
the mailing or publication of the Meeting Notice from 
Morgan Stanley & Co. Incorporated an opinion, in cus-
tomary form, dated such date, to the effect that the 
Merger is fair to TNE and the policyholders of TNE 
from a financial point of view;
(j) 	TNE shall have received an opinion of 
counsel to MetLife, dated the Effective Time, substan-
tially as set forth in Exhibit D hereto; and
(k) 	the Combined No-Action Letter shall have 
been obtained in form and substance reasonably 
satisfactory to TNE and all related filings and 
mailings referred to in Section 3.2 hereof shall have 
been made.
ARTICLE IISection .2   Conditions to 
Obligation of  MetLife to Effect the Merger.  The 
obligations of MetLife to effect the Merger shall be 
subject to the fulfillment at or prior to the 
Effective Time of the following conditions, any one or 
more of which may be waived by MetLife, but only to 
the extent permitted by Law:
(b) 	this Agreement shall have been approved 
and adopted by the requisite votes of the respective 
Members of MetLife and of TNE;
(c) 	all Governmental Approvals or other ap-
provals from any Governmental Entities required to be 
obtained prior to the Effective Time shall have been 
obtained and not rescinded or adversely modified or 
limited, other than Governmental Approvals the absence 
of which would not have a material adverse effect on 
the Condition of TNE or of TNE and the TNE Subsid-
iaries taken as a whole or the Condition of MetLife 
and the MetLife Subsidiaries taken as a whole or the 
consummation of the transactions contemplated hereby;
(d) 	all waiting periods under the HSR Act 
applicable to the Merger shall have expired or been 
terminated;
(e) 	(i) TNE shall have performed and com-
plied in all material respects with all obligations, 
covenants  and agreements required to be performed and 
complied with by it under this Agreement at or prior 
to the Effective Time and (ii) the representations and 
warranties of TNE contained in this Agreement shall be 
true and correct in all material respects when made, 
except as otherwise contemplated or permitted by this 
Agreement and except as to (A) any breach of which 
MetLife or any of its advisers as a result of 
information obtained during the course of their 
examination of TNE, the TNE Subsidiaries, the TNE 
Joint Ventures, the TNE Group of Funds and other 
Affiliates of TNE in connection with the transactions 
contemplated by this Agreement, had actual knowledge 
on the date hereof and (B) any other breaches thereof 
which in the aggregate (taking into account any 
representation which, by virtue of Section 9.8(b) 
hereof, is deemed not to be qualified as to material 
adverse effect) would reasonably be expected to result 
in actual present losses and actual future losses 
(valued on a discounted basis using the applicable 
U.S. Treasury strip curve rates) to TNE and the TNE 
Subsidiaries not exceeding One Hundred Million Dollars 
($100,000,000), and (C) MetLife shall have received a 
certificate dated the Effective Time of the Chairman 
of the Board, the President or an Executive Vice 
President of TNE as to the satisfaction of this condi-
tion;
(f) 	 (i) no Order or Law shall be in effect 
which would prevent the consummation of the Merger or 
the other transactions contemplated thereby, (ii) no 
Proceeding brought by a Governmental Entity shall have 
been commenced and be pending which seeks to restrain, 
prevent or materially delay or restructure the 
transactions contemplated hereby or which otherwise 
questions the validity or legality of the Merger and 
(iii) no approval by any Governmental Entity in 
connection with the Merger and the transactions 
contemplated hereby shall have been granted which 
would impose conditions which would significantly 
impair, in MetLifes reasonable opinion, the ability 
of MetLife to realize the benefits of the Merger and 
of the other transactions contemplated hereby;
(g) 	all consents, approvals and waivers of 
any Person required to consummate the transactions 
contemplated hereby shall have been obtained which, if 
not obtained, would, individually or in the aggregate, 
have a material adverse effect on the Condition of 
MetLife or of MetLife and the MetLife Subsidiaries 
taken as a whole or the Condition of TNE or of TNE and 
the TNE Subsidiaries taken as a whole, or which would 
prevent the consummation of the transactions 
contemplated hereby;
(h) 	TNE or the appropriate TNE Asset Manage-
ment Companies shall have obtained actual or, in 
MetLifes reasonable opinion, deemed consents from, or 
entered into new investment advisory agreements with, 
accounts representing not less than eighty percent 
(80%) of the dollar amount of assets under management 
by the TNE Asset Management Companies as of the date 
of this Agreement in accordance with Sections 6.7 and 
6.8 hereof; provided, however, that (i) consents from 
and new investment advisory agreements with any TNE 
Insurers with regard to general account assets and 
assets under management by Copley Real Estate 
Advisors, Inc. and Copley Advisors, Inc. and (ii) the 
dollar amount of general account assets of the TNE 
Insurers managed by the TNE Asset Management Companies 
and assets under management by Copley Real Estate 
Advisors, Inc. and Copley Advisors, Inc., in each case 
shall not be counted for the purposes of calculating 
the percentage under this subsection;
(i) 	the Combined No-Action Letter shall have 
been obtained in form and substance reasonably 
satisfactory to MetLife and all related filings and 
mailings referred to in Section 3.2 shall have been 
made;
(j) 	MetLife shall have received a private 
letter ruling from the IRS substantially to the effect 
of items (1) through (4) of Exhibit F hereto, and 
shall have received either a private letter ruling 
from the IRS or an opinion of Skadden, Arps, Slate, 
Meagher & Flom that is dated the Effective Time, which 
opinion shall be based, among other things, upon 
reasonably requested representation letters of TNE and 
MetLife, substantially to the effect of items (5) 
through (15) set forth on Exhibit F hereto, provided 
however, that in determining whether a ruling or 
opinion, as the case may be, is substantially to the 
effect of any item of Exhibit F, any income or gain 
recognized by a policyholder, or any adjustment to the 
basis of a policy, relating to the payment by TNE or 
MetLife of any real property transfer or gains tax to 
which the TNE policyholders may be subject as a result 
of the Merger shall not be taken into account;
(k) 	MetLife shall have received on the date 
of the mailing or publication of the Meeting Notice 
from CS First Boston Corporation an opinion, in 
customary form, dated such date, to the effect that 
the Merger is fair to MetLife and the policyholders of 
MetLife from a financial point of view; and
(l) 	MetLife shall have received an opinion 
of counsel to TNE and NEIC, dated the Effective Time, 
substantially as set forth in Exhibit E hereto.
 
ARTICLE III 
	TERMINATION
ARTICLE IIISection .1   Termination.  This 
Agreement may be terminated and the Merger abandoned 
at any time prior to the Effective Time, whether 
before or after approval of the Merger by the Members 
of MetLife or of TNE:
(b) 	by mutual consent of the Board of Direc-
tors of MetLife and the Board of Directors of TNE;
(c) 	by the Board of Directors of MetLife or 
the Board of Directors of TNE if the Merger shall not 
have occurred on or before August 30, 1996; provided 
that the right to terminate this Agreement under this 
Section 8.1(b) shall not be available to any party 
whose failure to fulfill any obligation under this 
Agreement has been the cause of, or resulted in, the 
failure of the Merger to have been consummated on or 
before such date;
(d) 	by either the Board of Directors of 
MetLife or the Board of Directors of TNE if the number 
of votes in favor of this Agreement cast by the 
Members of MetLife or of TNE required for the con-
summation of the Merger shall not have been obtained 
at the meetings of Members or at any adjournment 
thereof duly held for such purpose.
ARTICLE IIISection .2   Effect of Termination. 
 In the event of the termination of this Agreement by 
either MetLife or TNE, as provided above, this 
Agreement shall thereafter become void and, except as 
provided in Section 9.2(a) hereof, there shall be no 
Liability on the part of any party hereto against the 
other party hereto, or its directors, officers, 
employees, policyholders or agents, except that any 
such termination shall be without prejudice to the 
rights of either party hereto arising out of the 
willful breach by any other party of any representa-
tion or warranty or any covenant or agreement 
contained in this Agreement.
ARTICLE IV 
	MISCELLANEOUS
ARTICLE IVSection .1   Survival of 
Representations and Warranties.  None of the 
representations and warranties in this Agreement shall 
survive the Effective Time.
ARTICLE IVSection .2   Fees and Expenses.
(b) 	If the Merger is not consummated, all 
costs and expenses incurred in connection with this 
Agreement and the transactions contemplated hereby 
shall be paid by the party incurring such costs or 
expenses, except for expenses incurred in connection 
with the printing, mailing and solicitation of proxies 
from policyholders and consents under investment 
advisory agreements and all filing fees and related 
expenses which shall be borne equally by MetLife and 
TNE.
(c) 	The firms of Skadden, Arps, Slate, 
Meagher & Flom, CS First Boston Corporation, Milliman 
and Robertson, Fugro Environmental Consultants, Dames 
& Moore Environmental Consultants, Vista Environmental 
Information Inc. and Deloitte & Touche L.L.P. are 
acting as advisers  to MetLife in connection with this 
Agreement and the transactions contemplated hereby and 
the firms of Dewey Ballantine, Ropes & Gray, Morgan 
Stanley & Co. Incorporated and Coopers & Lybrand are 
acting as advisers  to TNE in connection with this 
Agreement and the transactions contemplated hereby.  
Such firms each will receive reasonable and customary 
compensation for their services and will be reimbursed 
for certain reasonable out-of-pocket expenses.  In 
addition, MetLife has agreed to indemnify CS First 
Boston Corporation and TNE has agreed to indemnify 
Morgan Stanley & Co. Incorporated against certain lia-
bilities and expenses in connection with its services. 
 Such firms and certain shareholders, employees and 
other Persons associated with such firms may be direc-
tors, trustees and/or Members of MetLife or TNE.
ARTICLE IVSection .3   Notices.  All notices 
and other communications hereunder shall be in writing 
and shall be deemed to have been duly given, upon 
receipt, if mailed by registered or certified mail, 
postage prepaid, return receipt requested, overnight 
delivery, confirmed facsimile transmission or hand 
delivered, as follows:
(b) 	If to MetLife, to:

			Metropolitan Life Insurance Company
			One Madison Avenue
			New York, New York  10010

			Attention:  General Counsel
			Facsimile No.:  (212) 578-3916

			with a copy to:

			Skadden, Arps, Slate, Meagher & Flom
			919 Third Avenue
			New York, New York  10022

			Attention:  Kenneth J. Bialkin, Esq.
			Facsimile No.:  (212) 735-2000

(b) 	If to TNE, to:

			New England Mutual Life Insurance
			  Company
			501 Boylston Street
			Boston, Massachusetts  02116-3700

			Attention:  H. James Wilson, Esq.
			Facsimile No.:  (617) 578-5603

			with a copy to:

			Dewey Ballantine
			1301 Avenue of the Americas
			New York, New York  10019

			Attention:  Jeff S. Liebmann, Esq.
			Facsimile No.:  (212) 259-6333

or to such other address as the Person to whom notice 
is given may have previously furnished to the other 
party in writing in accordance herewith.
ARTICLE ISection .1   Amendments.  This 
Agreement may be amended by the parties hereto, at any 
time before or after the approval of this Agreement by 
the Members of MetLife or of TNE, but after such 
approval no amendment or modification shall be made 
which in any way materially adversely affects the 
rights of such Members without the further approval of 
such Members.  This Agreement may not be amended, 
modified or supplemented except by written agreement 
of the parties hereto and with the approval of the New 
York Insurance Department and the Massachusetts 
Division of Insurance.
ARTICLE ISection .2   No Waiver.  Nothing 
contained in this Agreement shall cause the failure of 
either party to insist upon strict compliance with any 
covenant, obligation, condition or agreement contained 
herein to operate as a waiver of, or estoppel with 
respect to, any such covenant, obligation, condition 
or agreement by the party entitled to the benefit 
thereof.
ARTICLE ISection .3   Brokers.  TNE represents 
and warrants that no broker, finder or investment 
banker is entitled to any brokerage, finders or other 
fee or commission in connection with the transactions 
contemplated hereby based upon arrangements made by or 
on behalf of TNE, except for TNEs financial advisor, 
Morgan Stanley & Co. Incorporated, whose fees shall be 
paid by TNE.  MetLife represents and warrants that no 
broker, finder or investment banker is entitled to any 
brokerage, finders or other fee or commission in 
connection with the transactions contemplated hereby 
based upon arrangements made by or on behalf of 
MetLife, except for MetLifes financial advisor, CS 
First Boston Corporation, whose fees shall be paid by 
MetLife.
ARTICLE ISection .4   Publicity.  So long as 
this Agreement is in effect, each of the parties 
hereto (a) shall not, and shall cause its Affiliates 
not to, issue or cause the publication of any press 
release or other announcement to any non-affiliated 
Person with respect to this Agreement or the 
transactions contemplated hereby without the consent 
of the other party, which consent shall not be 
unreasonably withheld or delayed; provided, however, 
that nothing contained herein or in the Confi-
dentiality Agreement shall (i) limit the right of each 
of the parties hereto and their Affiliates to make a 
legally required filing or communication (provided, 
however, that, to the extent possible, such party 
shall consult with the other party before making such 
filing or communication) or to respond to any communi-
cations initiated by any non-affiliated Person, 
including, but not limited to, any rating agency or 
Governmental Entity or (ii) prohibit either party 
hereto (or its Affiliates) from initiating communica-
tions with, and making presentations to, any rating 
agency or Governmental Entity relating to the transac-
tions contemplated hereby if such party gives prior 
notice thereof to the other party hereto, or (iii) 
prohibit MetLife or TNE or any of their respective 
Affiliates from communicating to any third party 
information in any way relating to the Merger that has 
been made known to the general public, other than in 
violation of this Agreement, prior to the time of such 
communication,  (b) shall cooperate fully with the 
other party hereto with respect to issuing or pub-
lishing any press release, or other announcement or 
other written communication to any non-affiliated 
Person and preparing written and oral communications 
to the employees and agents of each party hereto with 
the purpose of effectuating the Merger in the best 
interests of the respective Members of MetLife and TNE 
and (c) shall promptly notify the other party of any 
announcements which are made to affiliated Persons and 
any communications received from and responses 
provided to non-affiliated Persons, in either case, 
with respect to this Agreement or the transactions 
contemplated hereby.
ARTICLE ISection .5   Interpretation.  (a) For 
purposes of this Agreement, a Persons Knowledge 
shall mean (i) actual knowledge or reason to know 
(assuming for such purposes that reasonable inquiry 
has been made) by any officer of such Person with the 
title of Senior Vice President or higher (or, if not a 
corporation, any person holding a similar title or 
position) or (ii) the actual Knowledge of any vice 
president (or, if not a corporation, any person hold-
ing a similar title or position) of such Person with 
respect to any matter or matters within the scope of 
such persons responsibilities.  
(b) 	As to any representations or warranties 
of either of the parties hereto which are qualified as 
to a material adverse effect (1) on the Condition of 
any Person or of such Person and its Subsidiaries 
taken as a whole, (2) on the ability of such Person or 
a Subsidiary of such Person to carry on its Business 
as now conducted, (3) based upon a monetary amount, 
individually or in the aggregate, as the case may be, 
(4) on the conduct of such Persons Business, (5) on 
the ability of such Person to perform its obligations 
under the Agreement or consummate the transactions 
contemplated hereby or (6) on specified items or 
matters set forth therein, and which are not violated 
as a result of such qualification, for purposes of 
Sections 7.1 and 7.2 hereof such representations shall 
be deemed not to be so qualified to the extent that 
the aggregate of all violations of all representations 
which are so qualified (assuming that such representa-
tions are not so qualified) would have a material 
adverse effect on the Condition of such party or of 
such party and its Subsidiaries taken as a whole.
(c) 	References to materials provided  to a 
party or  made available  to a party (or similar 
phrases) shall mean that such materials were brought 
to such party for its review or that such person was 
admitted or invited to the room in which such material 
was located, was specifically made aware of the 
presence of such materials and was given full access 
thereto.
(d) 	Except for the representations and 
warranties set forth in Sections 4.11 and 4.15 hereof, 
TNE shall not be deemed to have breached any 
representation or warranty set forth in Article IV 
hereof with respect to any Liability (other than a 
Liability related to underlying TNE Real Property as 
opposed to the ownership and management of such 
property) which may arise as the result of the 
ownership by a TNE Real Estate Joint Venture of any 
TNE Real Property or the management by a TNE Real 
Estate Joint Venture of any TNE Real Property it owns 
except to the extent, in the case of each TNE Real 
Property, that such Liability exceeds the lesser of 
(a) One Million Dollars ($1,000,000) or (b) 25% of the 
admitted asset value of such TNE Real Property.
(e) 	Notwithstanding anything in Article I to 
the contrary, for purposes of the representations and 
warranties set forth in Sections 4.9, 4.11 and 4.15 
hereof, the dollar limits in Article I shall be 
ignored, as if each such dollar limit was zero.
ARTICLE ISection .6   Headings.  The headings 
contained in this Agreement are for reference purposes 
only and 
 shall not affect in any way the meaning or 
interpretation of this Agreement.
ARTICLE ISection .7   Nonassignability.  This 
Agreement shall not be assigned by either party hereto 
by operation of Law or otherwise without the prior 
written consent of the other party hereto.
ARTICLE ISection .8   Parties in Interest.  
This Agreement shall be binding upon and inure solely 
to the benefit of the parties hereto and their 
permitted assigns, and nothing in this Agreement, 
expressed or implied, is intended to confer upon any 
other Person (including but not limited to, any 
policyholder or employees of TNE, MetLife or their 
Subsidiaries) any rights or remedies of any nature 
under or by reason of this Agreement, except as 
expressly provided in Section 6.11 hereof.
ARTICLE ISection .9   Counterparts.  This 
Agreement may be executed in counterparts each of 
which shall be deemed to constitute an original and 
constitute one and the same instrument.
ARTICLE ISection .10   Governing Law; 
Jurisdiction.  This Agreement shall be governed by and 
construed and enforced in accordance with the laws of 
the State of New York, except to the extent that the 
Massachusetts Insurance Law shall be held to govern 
the terms of the Merger, without regard to its con-
flict of laws rules.  Each of the parties hereto 
submits to the jurisdiction of the state and Federal 
courts sitting in the Borough of Manhattan, State and 
County of New York, in any action or proceeding 
arising out of or relating to this Agreement and that 
all claims in respect of the action or proceeding may 
be heard or determined in any such court.
ARTICLE ISection .11   Entire Agreement; 
Statements as Representations.  This Agreement 
(including the dividend policy for the Surviving 
Company as set forth on Exhibit B hereto) and the 
Confidentiality Agreement constitute the entire 
agreement between the parties hereto and supersede all 
prior agreements and understandings, oral or written, 
between the parties hereto with respect to the subject 
matter hereof and thereof.  All statements contained 
in this Agreement or in the MetLife Disclosure 
Schedule or the TNE Disclosure Schedule or in any 
schedule, certificate, list or other document deliv-
ered pursuant to this Agreement shall be deemed 
representations and warranties as such terms are used 
in this Agreement.
ARTICLE ISection .12   Severability.  If any 
provisions hereof shall be held invalid or 
unenforceable by any court of competent jurisdiction 
or as a result of future legislative action, such 
holding or action shall be strictly construed and 
shall not affect the validity or effect of any other 
provision hereof; provided, however, that the parties 
shall use reasonable efforts, including, but not 
limited to, the amendment of this Agreement, to ensure 
that this Agreement shall reflect as closely as 
practicable the intent of the parties hereto.
ARTICLE ISection .13   Specific Performance.  
Each of the parties hereto acknowledges and agrees 
that the other party hereto would be irreparably 
damaged in the event any of the provisions of this 
Agreement were not performed in accordance with their 
specific terms or were otherwise breached.  
Accordingly, each of the parties hereto agrees that 
they each shall be entitled to an injunction or 
injunctions to prevent breaches of the provisions of 
this Agreement and to enforce specifically this 
Agreement and the terms and provisions thereof in any 
action instituted in any court of the United States or 
any state thereof having subject matter jurisdiction, 
in addition to any other remedy to which MetLife or 
TNE may be entitled, at law or in equity.
ARTICLE ISection .14 .  Survival of Certain 
Covenants.  The provisions of Sections 6.11, 6.14 and 
6.17 hereof shall survive the Effective Time.


		IN WITNESS WHEREOF, this Agreement has been 
duly executed and delivered by the duly authorized 
officers of MetLife and of TNE as of the date first 
above written.
						METROPOLITAN LIFE 
INSURANCE
						  COMPANY


						By /s/ Harry P. Kamen	
						Its:  President
ATTEST:					


By	Christine N. Markussen				
Its:  Secretary

						NEW ENGLAND MUTUAL LIFE
						  INSURANCE COMPANY


						By	Robert A. Shafto
						Its:  President
ATTEST:					


By	James A. Gallaher				
Its:  Secretary


	AGREEMENT AND PLAN OF MERGER

	TABLE OF CONTENTS

	(Not Part of the Agreement)

	Page

	ARTICLE I
	DEFINITIONS

	Section 1.1    Definitions	 2

	ARTICLE II
	THE MERGER

	Section 2.1	The Merger	 28
	Section 2.2	Effective Time	 29
	Section 2.3	Charter and Bylaws of the
			 Surviving Company	 30
	Section 2.4	Board of Directors and Officers	 30

	ARTICLE III
	RELATED MATTERS

	Section 3.1	Member Approvals	 31
	Section 3.2	Combined No-Action Letter	 33
	Section 3.3	NELICO AND NEIC Boards of
		     Directors	 35

	ARTICLE IV
	REPRESENTATIONS AND WARRANTIES OF TNE

	Section 4.1	Organization and Qualification	 35
	Section 4.2	Capitalization of TNE 
			 Subsidiaries.	 39
	Section 4.3	Authority Relative to this
		     Agreement	 41
	Section 4.4	No Violation	 42
	Section 4.5	SAP Statements	 44
	Section 4.6	GAAP Statements	 45
	Section 4.7	Reserves	 47
	Section 4.8	Absence of Certain Changes
			 or Events	 48
	Section 4.9	No Undisclosed Liabilities	 49
	Section 4.10	Taxes and Tax Returns	 50
	Section 4.11	Litigation	 58
	Section 4.12	Compliance with Law	 59
	Section 4.13	Employee Benefit Plans; ERISA	 63
	Section 4.14	Assets	 69
	Section 4.15	Environmental Matters	 88
	Section 4.16	Contracts	 91
	Section 4.17	Investment Management Matters	 97
	Section 4.18	Insurance Issued by TNE
			 Insurers	110
	Section 4.19	Cancellations	112
	Section 4.20	Operations Insurance	112
	Section 4.21	Labor Relations and Employment	114
	Section 4.22	Personnel	115
	Section 4.23	Warranties	115

	ARTICLE V
	REPRESENTATIONS AND WARRANTIES OF METLIFE

	Section 5.1	Organization and Qualification	117
	Section 5.2	Authority Relative to this        
 Agreement	118
	Section 5.3	No Violation	119
	Section 5.4	SAP Statements	121
	Section 5.5	GAAP Statements	122
	Section 5.6	Reserves	123
	Section 5.7	Absence of Certain Changes or     
  Events	124
	Section 5.8	No Undisclosed Liabilities	124
	Section 5.9	Litigation	125
	Section 5.10  Compliance with Law	126
	Section 5.11  Insurance Issued by MetLife	128
	Section 5.12  Warranties	129

	ARTICLE VI
	CERTAIN COVENANTS

	Section 6.1	TNE Conduct of Business Pending 
			 the Merger	130
	Section 6.2	NEIC Entities Conduct of Business
			 Pending the Merger	141
	Section 6.3	MetLife Conduct of Business 
			 Pending the Merger	145
	Section 6.4	Reasonable Efforts; Cooperation
			 with Respect to Private Letter 
			 Ruling	147
	Section 6.5	Access and Information	150
	Section 6.6	Approvals and Filings	152
	Section 6.7	Satisfaction of Section 15 of 
			 the Investment Company Act	154
	Section 6.8	Advisory Contract Consents	156
	Section 6.9	Compliance with Section 15(f) 
			 of the Investment Company Act
			 by MetLife	157
	Section 6.10	Notification of Certain Other
		     Matters	158
	Section 6.11	Indemnification	160
	Section 6.12	Supplemental Disclosure	161
	Section 6.13	No Solicitations	162
	Section 6.14	Dividend Policy	164
	Section 6.15	Statement of Operating Principles	165
	Section 6.16	Exclusivity	165
	Section 6.17	Covenants of Surviving Company	166

	ARTICLE VII
	CONDITIONS

	Section 7.1	Conditions to Obligation of TNE 
			 to Effect the Merger	169
	Section 7.2	Conditions to Obligation of 
			 MetLife to Effect the Merger	174

	ARTICLE VIII
	TERMINATION

	Section 8.1	Termination	179
	Section 8.2	Effect of Termination	179

	ARTICLE IX
	MISCELLANEOUS
	Section 9.1	Survival of Representations and 
Warranties	180
	Section 9.2	Fees and Expenses	180
	Section 9.3	Notices	181
	Section 9.4	Amendments	183
	Section 9.5	No Waiver	183
	Section 9.6	Brokers	183
	Section 9.7	Publicity	184
	Section 9.8	Interpretation	185
	Section 9.9	Headings	188
	Section 9.10  Nonassignability	188
	Section 9.11  Parties in Interest	188
	Section 9.12  Counterparts	188
	Section 9.13  Governing Law; Jurisdiction	189
	Section 9.14  Entire Agreement; Statements as
			 Representations	189
	Section 9.15  Severability	190
	Section 9.16  Specific Performance	190
	Section 9.17  Survival of Certain Covenants	191

SIGNATURES

MetLife Charter and By-laws	EXHIBIT A
Dividend and Surplus Principles
	and Practices	EXHIBIT B
Form of IRS Ruling or Opinion of Dewey
	Ballantine, Special Counsel to TNE	EXHIBIT C
Form of Opinion of counsel to MetLife	EXHIBIT D
Form of Opinion of counsel to TNE and NEIC	.EXHIBIT E
Form of IRS Ruling or Opinion of Skadden,
	Arps, Slate, Meagher & Flom,
	Special counsel to MetLife	EXHIBIT F
Severance Terms	EXHIBIT G
NELICO Charter	EXHIBIT H
NELICO By-laws	EXHIBIT I
NELICO Officers	EXHIBIT J
TNE Subsidiaries to be transferred
	to NELICO	EXHIBIT K
 

(..continued)

page




	SCHEDULE A




EXECUTIVE OFFICERS AND DIRECTORS OF METLIFE AND NE HOLDINGS 
INFORMATION REQUIRED BY GENERAL INSTRUCTION C OF SCHEDULE 13D

Directors of MetLife

Allen E. Murray

250 Foxhunt Crescent
Syosset, NY 11791

Retired Chairman of the Board
and Chief Executive Officer
Mobile Corporation

Citizenship:  USA

John B. M. Place

1100 Union St.
San Francisco, CA 94109

Former Chairman of the Board 
Crocker National Corporation

Citizenship USA

William S. Sneath

41 Leeward Lane
Riverside, Ct 06878

Retired Chairman of the Board
Union Carbide Corporation

Citizenship USA

Richard J. Mahoney

800 N. Lindbergh Boulevard
St. Louis, MO 63167

Chairman of the Executive Committee
Monsanto Company

Citizenship USA

James R. Houghton

The Field
spencer Hill Road
R.d.2
Corning, NY 14830

Chairman of the Board
and Chief Executive Officer
Corning Incorporated

Citizenship USA

Ted Athanassiades

One Madison Avenue
New York, New York 10010

Vice Chairman of the Board
Metropolitan Life Insurance Company

Citizenship USA

Curtis H. Barnette

1170 Eighth Avenue
Martin Tower 2118
Bethlehem, PA 18016-7699

Chairman of the Board and 
Chief Executive Officer
Bethlehem Steel Corporation

Citizenship USA

Joan Ganz Cooney

1 Lincoln Plaza
New York, NY 10023

Chairman, Executive Committee
Childrens Television Workshop

Citizenship USA
Robert G. Schwartz

200 Park Avenue
New York, New York

Retired Chairman of the Board,
President and Chief Executive Officer
Metropolitan Life Insurance Company

Citizenship USA

Hugh B. Price

500 E. 62nd St.
New York, NY 10021

President and Chief Executive Officer
National Urban League, Inc.

Citizenship USA

Helene L. Kaplan

146 Central Park West
New York, NY 10023

Of Counsel
Skadden, Arps, Slate, Meagher & Flom

Citizenship USA

Ruth J. Simmons, Ph.D.

Smith College
College Hall 20
Northampton, MA 01063

President
Smith College

Citizenship USA


John J. Phelan, Jr.

P.O. Box 524
Locust Valley, NY 11560

Retired Chairman
and Chief Executive Officer
New York Stock Exchange, Inc.

Citizenship USA

Harry P. Kamen

One Madison Avenue
New York, NY 10010

Chairman, President
and Chief Executive Officer
Metropolitan Life Insurance Company

Citizenship USA


Executive Officers of MetLife

Harry P. Kamen

One Madison Avenue
New York, NY 10010

Chairman, President
and Chief Executive Officer
Metropolitan Life Insurance Company

Citizenship USA

Ted Athanassiades

One Madison Avenue
New York, New York 10010

Vice Chairman of the Board
Metropolitan Life Insurance Company

Citizenship USA


Gerald Clark

One Madison Avenue
New York, NY 10010

Senior Executive Vice President
and Chief Investment Officer

Citizenship  USA

Stewart G. Nagler

One Madison Avenue
New York, NY 10010

Senior Executive Vice-President
and Chief Financial Officer

Citizenship USA

Gary A. Beller

One Madison Avenue
New York, NY 10010

Executive Vice-President
and General Counsel

Citizenship USA

Robert H. Benmosche

One Madison Avenue
New York, NY 10010

Executive Vice-President

Citizenship USA

C. Robert Henrikson

One Madison Avenue
New York, NY 10010

Executive Vice-President

Citizenship USA

John D. Moynahan, Jr.

One Madison Avenue
New York, NY 10010

Executive Vice-President

Citizenship USA

Catherine A. Rein

One Madison Avenue
New York, NY 10010

Executive Vice-President

Citizenship USA

John H. Tweedie

One Madison Avenue
New York, NY 10010

Executive Vice-President

Citizenship UK and Canada

Directors of NE Holdings

Harry P. Kamen

One Madison Avenue
New York, NY 10010

Chairman, President
and Chief Executive Officer
Metropolitan Life Insurance Company

Citizenship USA


Gary A. Beller

One Madison Avenue
New York, NY 10010

Executive Vice-President
and General Counsel
Metropolitan Life Insurance Company

Citizenship USA


Ted Athanassiades

One Madison Avenue
New York, New York 10010

Vice Chairman of the Board
Metropolitan Life Insurance Company

Citizenship USA

Executive Officers of NE Holdings

Harry P. Kamen

One Madison Avenue
New York, NY 10010

Chairman, President
and Chief Executive Officer

Citizenship  USA

Arthur Typermass

One Madison Avenue
New York, NY 10010

Vice President and
Treasurer

Citizenship USA

Louis G. Ragusa

One Madison Avenue
New York, NY 10010

Vice President and
Secretary

Citizenship USA


 



 

 

Cusip No. 644095 10 1




1