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                                                                   EXHIBIT 10.25

                          EVEREN CAPITAL CORPORATION
              1996 EMPLOYEE PERIODIC PAYROLL STOCK PURCHASE PLAN
          (AS AMENDED AND RESTATED EFFECTIVE AS OF JANUARY 1, 1999)
                                        
               1.   PURPOSE. EVEREN Capital Corporation, a Delaware corporation
          (the "Company"), hereby adopts the EVEREN Capital Corporation 1996
          Employee Periodic Payroll Stock Purchase Plan (the "Plan"). The
          purpose of the Plan is to provide an opportunity for the employees of
          the Company and any qualified subsidiaries to purchase shares of the
          common stock, par value $.01 per share ("Common Stock"), of the
          Company through voluntary automatic payroll deductions and cash
          contributions, thereby attracting, retaining and rewarding such
          persons and strengthening the mutuality of interest between such
          persons and the Company's stockholders.

               2.   SHARES SUBJECT TO PLAN. An aggregate of 500,000 shares (the
          "Shares") of Common Stock of the Company may be sold pursuant to the
          Plan. Such Shares may be authorized but unissued Common Stock,
          treasury shares or Common Stock reacquired by the Company or purchased
          in the open market.

               3.   ADMINISTRATION. The Plan shall be administered by a
          committee (the "Committee") which shall be the Compensation Committee
          of the board of directors (the "Board of Directors" or "Board") or
          another committee consisting of not less than two directors of the
          Company appointed by the Board of Directors, and, if the Board of
          Directors has determined that the Plan shall comply with Securities
          and Exchange Regulation 17 C.F.R. (S)240.16b-3 or any successor
          regulation, none of such persons shall participate in the Plan and
          each such person shall qualify as a disinterested person within the
          meaning of 17 C.F.R. (S)240.16b-3 or any successor regulation. The
          Committee is authorized, subject to the provisions of the Plan, to
          establish such rules and regulations as it deems necessary for the
          proper administration of the Plan and to make such determinations and
          interpretations and to take such action in connection with the Plan
          and any Shares made available hereunder as it deems necessary or
          advisable. The Committee shall have the right to determine prior to
          any Offering Period (as defined in Section 9 below) the maximum number
          of Shares which may be offered during the Offering Period and the
          manner of allocating the Shares among eligible employees.

All determinations and interpretations made by the Committee shall be binding
and conclusive on all participating employees (each a "Participant") and their
legal representatives.  No member of the Board, no member of the Committee and
no employee of the Company or any subsidiary shall be liable for any act or
failure to act hereunder, by any other member or employee or by any agent to
whom duties in connection with the administration of this Plan have been
delegated or, except in circumstances involving his or her bad faith, gross
negligence or fraud, for any act or failure to act by the member or employee.
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               4.   ELIGIBILITY.  All regular full and part-time employees of
          the Company, and of each qualified subsidiary of the Company, other
          than:

          (a)  employees whose customary employment is 20 hours or less per
     week; and

          (b)  any employee who, immediately after any purchase of shares would
     own stock possessing 5% or more of the total combined voting power or value
     of all classes of stock of the Company

shall be eligible to participate in the Plan as of the first "Enrollment Date"
(as defined in Section 5 below) immediately following the later of (a) the
eligible employee's initial date of hire or (b) the effective date of the Plan's
adoption.  For the purposes of this Plan, the term "qualified subsidiary" means
any subsidiary, 50% or more of the total combined voting power of all classes of
stock of which is now owned or hereafter acquired by the Company or any such
qualified subsidiary.  For purposes of this Section 4, the provisions of Section
424(d) of the Internal Revenue Code of 1986, as amended (the "Code"), shall
apply in determining the stock ownership of an employee, and the shares which an
employee may purchase under outstanding rights or options shall be treated as
shares owned by the employee.

               5.   PARTICIPATION. Prior to any "Enrollment Date" an eligible
          employee may elect to participate in the Plan as of such date.
          Enrollment Dates shall occur on the first day of each Offering Period
          (as defined in Section 9). Any such election shall be made by
          completing and delivering to the Company's Compensation and Benefits
          Department (the "Department") an enrollment and payroll deduction
          authorization form prior to such Enrollment Date, authorizing payroll
          deductions in such amounts as the employee may request but in no event
          less than any minimum nor more than any maximum amounts specified from
          time to time by the Committee. During an Offering Period, a
          Participant may at any time, but effective as of the next available
          payroll period, increase or decrease his/her payroll deductions with
          respect to the Offering Period by completing and delivering to the
          Department a revised payroll deduction authorization form; provided,
          that (a) changes in payroll deductions shall not be permitted to the
          extent that they would result in total payroll deductions below any
          minimum or above any maximum amounts specified by the Committee; and
          (b) an eligible employee who elects not to participate in the Plan
          through payroll deductions as of any Enrollment Date may not
          participate through payroll deductions in the Plan until the next
          Enrollment Date (at which time the filing of a new election form in
          accordance with this Section 5 will be required).

     Regardless of an eligible employee's election to participate in the Plan
through payroll deductions, any eligible employee may also participate in the
Plan at any time during an Offering Period by making periodic cash contributions
to the Plan during such period through the delivery to the Department of a
personal check for the amount of each contribution. Subject to the right-to-
purchase limitation described in Section 9(b) below, the monthly cash
contribution made by any Participant or eligible employee through a payroll
deduction shall be no less than $50 and no more than $2,000.

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     6.  PAYROLL DEDUCTION AND CASH CONTRIBUTION ACCOUNTS. The Company shall
establish on its books and records a "Payroll Deduction Account" for each
Participant and shall credit to such account all payroll deductions made on
behalf of each Participant (as described in Sections 12 and 13 below). No
interest shall be credited to any Payroll Deduction Account.

     The Company shall also establish on its books and records a separate "Cash
Contribution Account" for each Participant and credit to such account all
voluntary cash contributions made by the Participant during an Offering Period.
No interest shall be credited to any Cash Contribution Account. All cash
dividends paid on shares of Company Stock held in a participant's brokerage or
Plan Share Account will be reinvested (as described in Section 11 below).

     7.   WITHDRAWAL. A non-terminated Participant may withdraw from an Offering
Period at any time by completing and delivering a written notice to the Company.
Upon receipt of such notice, payroll deductions on behalf of the Participant
shall be discontinued commencing with the next available payroll period. Amounts
credited to the Payroll Deduction or Cash Contribution Account of any
Participant who withdraws or ceases to participate in the Plan (including any
employee who ceases to participate in the Plan for a non-termination of
employment reason (e.g., a prolonged leave of absence) shall be used to purchase
Shares as described in Section 10 below. An employee may resume participation in
the Plan at the next Enrollment Date, by filing a new election form in
accordance with Section 5.

     8.  TERMINATION OF EMPLOYMENT. The termination of a Participant's
employment with the Company or any designated subsidiary will constitute a
withdrawal from the Plan. Voluntary cash contributions to the Plan will not be
accepted following any such termination of employment. Payroll deductions and/or
voluntary cash contributions credited to such Participant's account during the
Offering Period but not yet used to purchase shares shall be used automatically
on the "Share Purchase Date" (see Section 9 below), and the maximum number of
full and fractional shares shall be purchased for such participant at the
applicable Purchase Price. All Plan accounts originally established by the
Company on behalf of the terminated Participant will be automatically terminated
and certificates for whole Shares purchased under the Plan will be issued as
soon as practicable after such Participant's termination. Fractional interests
in shares will be paid to the Participant in cash at the same time certificates
are issued. If a share certificate is issued to a Participant, the Participant
will be required to notify the Company of his/her disposition of such shares, if
his/her disposition occurs within time periods established by the Company.

     9.  OFFERING PERIODS. The Plan shall be implemented by consecutive three-
month Offering Periods with a new Offering Period commencing on the first day of
each January, April, July and October during the term of the Plan, or on such
other date as the Committee shall determine, and continuing thereafter to the
end of such period, subject to termination in accordance with Section 19 hereof.
"Trading day" shall mean a day on which the New York Stock Exchange is open for
trading. The Committee shall have the power to change the duration of Offering
Periods (including the commencement dates thereof) with respect to future
offerings. The last day of each Offering Period prior to the termination of the
Plan (or such other trading date as the Committee shall determine) shall
constitute the purchase date (the "Share Purchase Date") on which each
Participant for whom a Payroll Deduction Account or Cash Contribution Account
has been

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maintained shall purchase the number of Shares determined under Section
10(a).  Notwithstanding the foregoing, the Company shall not permit the exercise
of any right to purchase Shares:

               (a)  by an employee who, immediately after such purchase would
          own shares possessing 5% or more of the total combined voting power or
          value of all classes of stock of the Company; or

               (b)  which would permit an employee's rights to purchase shares
          under this Plan, or under any other qualified employee stock purchase
          plan maintained by the Company or any parent or subsidiary of the
          Company, to accrue at a rate in excess of $25,000 of the fair market
          value of such shares determined at the time such rights are granted
          for each calendar year in which the right is outstanding at any time.

For the purposes of paragraph (a), the provisions of Code Section 424(d) shall
apply in determining the stock ownership of an employee, and the shares which an
employee may purchase under outstanding rights or options shall be treated as
shares owned by the employee.

     10.  PURCHASE OF SHARES.

          (a)  Subject to the limitations set forth in Sections 5,7, 8 and 9,
     each Participant who is participating in the Plan as of any Enrollment Date
     shall purchase from the Company as many whole Shares (plus any fractional
     interest in a Share) as may be purchased with the combined amounts credited
     to his or her Payroll Deduction and Cash Contribution Accounts as of the
     day immediately preceding the applicable Share Purchase Date (or such other
     date as the Committee shall determine) (the "Cutoff Date"). Participants
     may purchase Shares only through payroll deductions and cash contributions
     to such accounts.

          (b)  The "Purchase Price" for Shares purchased under the Plan from the
     Participant's Payroll Deduction Account shall be 92.5% of the lesser of the
     fair market value of shares of Common Stock on the first trading day of
     each calendar quarter or the last trading day of each calendar quarter.
     The Purchase Price for Shares purchased from a Participant's Cash
     Contribution Account will be 100% of the fair market value of such shares
     as of the Share Purchase Date (or such different purchase price established
     by the Committee that complies with the provisions of Code Section 423).
     For this purpose, the fair market value shall be the closing price for such
     date as reported in The Wall Street Journal, Midwest Edition.  The
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     Committee shall have the authority to establish a different Purchase Price
     as long as any such Purchase Price complies with (i) the provisions of
     Section 423 of the Code.

          (c)  On each Share Purchase Date, the amount credited to each
     Participant's Payroll Deduction and Cash Contribution Accounts as of the
     immediately preceding Cutoff Date shall be applied to purchase as many
     whole Shares (plus any fractional interest in a Share) as may be purchased
     with such amount at the applicable Purchase Price. Any amounts remaining in
     a Participant's Payroll Deduction Account and/or Cash Contribution Account
     as of the relevant Cutoff Date in excess of the amount that may properly be
     applied to the purchase of Shares shall be refunded to the Participant as
     soon as practicable.

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     11.  DIVIDEND REINVESTMENT. All cash dividends paid on shares of Common
Stock held in a Participant's brokerage or Plan Share Account (as described in
Section 12 below) will be reinvested. The Purchase Price for Shares purchased
with dividends will be 100% of the fair market value of such Shares as of the
Dividend Payment Date (or such different purchase price established by the
Committee that complies with the provisions of Code Section 423). For this
purpose, the fair market value shall be the closing price for such date as
reported in The Wall Street Journal, Midwest Edition.  The Committee shall have
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the authority to establish a different Purchase Price as long as any such
Purchase Price complies with (i) the provisions of Section 423 of the Code and
(ii) 17 C.F.R. (S)240.16b-3 if the Board of Directors has determined that the
Plan shall comply with such rule.

     12.  BROKERAGE ACCOUNTS OR PLAN SHARE ACCOUNTS.  By enrolling in the Plan,
each Participant shall be deemed to have authorized the establishment of a
brokerage account on his or her behalf at any securities brokerage firm
(including, without limitation, any Company affiliate) selected by the
Department. Alternatively, the Department may provide for Plan share accounts
("Plan Share Accounts") for Participants to be established by the Company or by
an outside entity selected by the Department which is not a brokerage firm.
Shares purchased by a Participant pursuant to the Plan shall be held in the
Participant's brokerage or Plan Share Account in street name, or if the employee
so indicates on his or her payroll deduction authorization form, in the
Participant's name or the Participant's name jointly with a member of the
Participant's family, with right of survivorship.

     13.  RIGHTS AS STOCKHOLDER.  A Participant shall have no rights as a
stockholder with respect to Shares which may be issued under this Plan until
payment for such Shares has been completed at the close of business on the
relevant Share Purchase Date.  Cash dividends paid on Shares held in a
Participant's Plan Share Account will be reinvested and used to purchase Shares
as described in Section 11.

     14.  CERTIFICATES. Certificates for Shares purchased under the Plan will
not be issued automatically to active participants. However, certificates for
whole Shares purchased shall be issued as soon as practicable following a
Participant's written request. The Company may assess or impose a reasonable
charge for the issuance of such certificates. Fractional interests in Shares
shall be carried forward in a Participant's Plan Share Account until they equal
one whole Share or until the termination of the Participant's participation in
the Plan, in which event an amount in cash equal to the value of such fractional
interest shall be paid to the Participant in cash. If a share certificate is
issued to a Participant, the Participant will be required to notify the Company
of his/her disposition of such shares, if his/her disposition occurs within time
periods established by the Company.

     15.  RIGHTS NOT TRANSFERABLE.  Rights granted under this Plan are not
transferable by a Participant other than by will or the laws of descent and
distribution, and are exercisable during an employee's lifetime only by the
Participant.

     16.  EMPLOYMENT RIGHTS. Neither participation in the Plan, nor the exercise
of any right granted under the Plan, shall be made a condition of employment, or
of continued employment with

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the Company or any subsidiary. Participation in the Plan does not limit the
right of the Company or any subsidiary to terminate a Participant's employment
at any time or give any right to a Participant to remain employed by the Company
or any subsidiary in any particular position or at any particular rate of
remuneration.

     17.  APPLICATION OF FUNDS. All funds received by the Company for Shares
sold by the Company on any Share Purchase Date pursuant to this Plan may be used
for any corporate purpose.

     18.  WITHHOLDING TAX AND/OR REQUIRING PAYMENT OF TAXES.  The Company shall
have the right to withhold with respect to any payments made to Participants
under the Plan any taxes required by law to be withheld with regard to such
payments and/or to require, prior to the delivery of any shares of Common Stock,
payment by Participants of any taxes required by law with respect to the
issuance of delivery of such shares (or any portion thereof) for which such
taxes have not been withheld.

     19.  AMENDMENTS AND TERMINATION. The Board of Directors may amend the Plan
at any time, provided that no such amendment shall be effective unless approved
within 12 months after the date of adoption of such amendment by the affirmative
vote of stockholders holding the majority of the outstanding shares of Common
Stock entitled to vote if such stockholder approval is required for the Plan to
continue to comply with Code Section 423. The Board of Directors may suspend the
Plan or discontinue the Plan at any time. Upon termination of the Plan, all
payroll deductions shall cease and all amounts then credited to the
Participants' Payroll Deduction Accounts shall be equitably applied to the
purchase of whole Shares then available for sale, and any remaining amounts
shall be promptly refunded to the Participants.

     20.  APPLICABLE LAWS.  This Plan, and all rights granted hereunder, are
intended to meet the requirements of an "employee stock purchase plan" under
Code Section 423, as from time to time amended, and the Plan shall be construed
and interpreted to accomplish this intent.  The delivery or issuance of any
shares of Common Stock may be postponed by the Company for such period as may be
required to comply with the applicable requirements under the Federal and state
securities laws, and any applicable listing requirements of any national
securities exchange (in the event the Company is or becomes subject to such laws
or requirements prior to the termination of this Plan) and with all requirements
under any other law or regulation applicable to the issuance or delivery of such
shares.  Further, the Company shall not be obligated to deliver or issue any
shares of Common Stock if the delivery or issuance of such shares shall
constitute a violation of any provision of any national securities exchange (in
the event the Company becomes subject to the provisions of such an exchange
prior to the termination of this Plan) or any law or regulation of any
governmental authority.  Sales of Shares under the Plan are subject to, and
shall be accomplished only in accordance with, the requirements of all
applicable securities and other laws.

     21.  CHANGES IN CAPITALIZATION AND SIMILAR CHANGES.  In the event of any
change in the outstanding shares of Common Stock by reason of any stock dividend
or split, recapitalization, merger, consolidation, combination or exchange of
shares or other similar corporate change, the maximum aggregate number and class
of shares available for sale under the Plan shall be equitably adjusted by the
Committee.  Such determination of the Committee shall be conclusive.

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     22.  EXPENSES. Except to the extent otherwise provided herein, all expenses
of administering the Plan, including expenses incurred in connection with any
purchase of Shares in the open market for sale to Participants, shall be borne
by the Company and its subsidiaries.

     23.  ARBITRATION OF DISPUTES. Any dispute between the Company or any of its
affiliates and any Participant relating to this Plan shall be submitted to
arbitration before the National Association of Securities Dealers, Inc. or the
New York Stock Exchange, Inc. in accordance with its rules and regulations.

     24.  EFFECTIVE DATE AND STOCKHOLDER APPROVAL.  The Plan initially became
effective on April 15, 1996.  The amended and restated Plan became effective on
January 1, 1999.

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