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                                                                   Exhibit 10.33

                          EVEREN CAPITAL CORPORATION
                     1996 RESTRICTED STOCK INCENTIVE PLAN
             (AS AMENDED AND RESTATED EFFECTIVE AS OF MAY 6, 1997)

     1. Purpose. EVEREN Capital Corporation, a Delaware corporation (the
"Company"), hereby adopts the EVEREN Capital Corporation 1996 Restricted Stock
Incentive Plan (the "Plan"). The purpose of the Plan is to provide opportunities
for the transfer of common stock, par value $.01 per share ("Common Stock"), of
the Company and non-qualified options to acquire Common Stock, to certain
employees of the Company and its qualified subsidiaries, thereby attracting,
retaining and rewarding such persons and strengthening the mutuality of interest
between such persons and the Company's stockholders. All of the Common Stock to
be transferred and Options to be granted to such persons under the Plan will
initially be subject to vesting and transfer restrictions, as more fully
described in Section 7 below, so as to constitute shares of restricted stock
("Restricted Stock") and restricted non-qualified stock options (each an
"Option").

     2. Shares Subject to Plan. There is hereby reserved for issuance under the
Plan a maximum of (i) 4,000,000 shares of Common Stock of the Company (the
"Shares") and (ii) any shares of Common Stock which may be reserved for issuance
under the Company's 1996 New Employee Restricted Stock Purchase Plan (the "New
Employee Plan"), but which are not actually issued pursuant thereto if the
Committee (as defined below) decides to designate such shares as being reserved
for issuance instead under this Plan. Any shares of Common Stock reserved for
issuance hereunder but not actually issued pursuant to the terms of this Plan
may at any time be designated by the Committee as being reserved for issuance
under the New Employee Plan.

     The Shares may be authorized but unissued Common Stock, treasury shares or
Common Stock reacquired by the Company or purchased in the open market. If any
shares of Restricted Stock are, or any Option is, forfeited in accordance with
the provisions of Section 7 below, such shares of Common Stock or shares covered
by such Options shall again be made available under the Plan.

     3. Administration. The committee appointed to administer the Plan (the
"Committee") shall be the Compensation Committee of the board of directors of
the Company (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 Commission Regulation 17 C.F.R. ss.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. ss.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 calendar year the maximum number of shares of Restricted Stock, and the
maximum number of shares of Common Stock subject to any Option, which may be
awarded to each eligible employee for such calendar year and, if necessary, the
manner of allocating the Shares and Options 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-time and part-time salaried employees
regularly scheduled to work 25 hours or more per week of the Company and its
qualified subsidiaries who receive or are entitled to receive incentive pay will
participate on a non-voluntary basis, or be eligible to participate on a
voluntary basis, in the Plan as described in Sections 5 and 6 below and Appendix
A attached hereto and incorporated by reference herein ("Appendix A") with
respect to portions of such incentive pay. Employees who desire to participate
voluntarily in the Plan with respect to a portion of the incentive compensation
to which they may become entitled with respect to any entire calendar period
(or, in certain cases, the remainder of a calendar year) must complete and
deliver to the Company's Compensation and Benefits Department (the "Department")
the appropriate participation election form (each, an "Election Form") not later
than the date set forth in Section 6 below. All salaries, draws, base grid
investment consultant payouts and non-recurring special purpose bonuses, if any,
will be paid solely in cash and will not be eligible for awards of Restricted
Stock or Options under the Plan. For purposes of the Plan, the term "qualified
subsidiary" means any subsidiary, 50% or more of the total combined voting power
of all classes of stock in which is now owned or hereafter acquired by the
Company or any such qualified subsidiary.

     5. Restricted Stock and Option Awards. Not later than the last day of
February of each year (each such date, an "Award Date"), each Participant will
receive one or more awards of Restricted Stock and/or of Options (each, an
"Award") in place of certain portion(s) of such Participant's incentive
compensation attributable to the prior calendar year or portion thereof, as
described in Section 6 below and Appendix A. In the case of an Award of
Restricted Stock the number of shares of Restricted Stock, to be received will
be determined by (a) dividing (i) the cash amount of the incentive compensation
being replaced by (ii) the "Fair Value" (as defined below) of one share of
Common Stock as of 11:59 P.M., Chicago time, on the fifteenth (15th) day of the
calendar quarter in which the Award Date occurs (December 31, 1996 for the Award
Date occurring in February 1997) (the "Determination Date"), (b) further
dividing the resultant quotient by (iii) one minus the discount rate, if any,
applicable to such form of incentive compensation under Section 6 below and (c)
rounding to the nearest whole number of Shares. In the case of an Award of an
Option, the number of shares of Common Stock purchasable upon the exercise
thereof and the exercise or purchase price thereof will be determined as set
forth in Section 6(f) or 6(g), as appropriate.

     For purposes of the Plan, the "Fair Value" of one share of Common Stock on
the Determination Date means:

          (i) if shares of Common Stock are publicly traded, the average closing
     price of a share of Common Stock during the ten trading days immediately
     preceding the Determination Date; and

          (ii) if shares of Common Stock are not publicly traded, the value of a
     share of Common Stock as of the Determination Date as determined by the
     Committee.

     6. Participation and Discount and Leverage Rates. The incentive
compensation receivable by various categories of employees qualifying for
participation in the Plan, and the discount and leverage rates, if any, that
will be used in calculating the number of shares of Restricted Stock, or the
number of shares of Common Stock underlying any Option, awarded under the Plan
(unless the Committee determines a different percentage or rate, which it may
from time to time do), are as follows:

          (a) Investment Consultant Employees.

               (i)  The first two percent (2%) of eligible gross commissions
                    otherwise to be credited to an investment consultant
                    employee as incentive deferred compensation for 1996 and
                    each subsequent calendar year shall be paid, on a non-
                    voluntary basis, in Restricted Stock priced at no discount
                    to (i.e.,

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                    100% of) Fair Value. Notwithstanding the provisions of
                    Section 7, vesting of such shares of Restricted Stock shall
                    be the same as if such incentive deferred compensation had
                    continued to be credited in cash. Any incentive deferred
                    compensation in excess of two percent (2%) of eligible gross
                    commissions otherwise creditable to an investment consultant
                    shall continue to be credited in cash as provided for in the
                    applicable schedule to the EVEREN Securities, Inc. Incentive
                    Deferred Compensation Plan (the "Deferred Compensation
                    Plan").

               (ii) Each investment consultant may voluntarily elect, on a
                    timely basis, for any entire calendar year (or, where
                    applicable, the remaining portion of a calendar year) to
                    have twenty-five percent (25%) of his/her monthly bonus grid
                    compensation, if any, withheld, accumulated throughout the
                    year and paid in Restricted Stock priced at a twenty percent
                    (20%) discount to (i.e., 80% of) Fair Value (with respect to
                    Award Dates prior to July 1997, a fifteen percent (15%)
                    discount to (i.e., 85% of) Fair Value). To be timely, an
                    investment consultant employee's completed Election Form
                    under this section 6(a)(ii) must be delivered to the
                    Department not later than December 15 of the year preceding
                    the entire year to which such election relates (or not later
                    than the date set by the Committee with respect to an
                    election applicable to a remaining portion of a year).

          (b)  Bonus Eligible Salaried Employees.

               (i)  Each bonus eligible salaried employee whose salary and
                    regular annual bonus attributable to a calendar year exceeds
                    $200,000 ($100,000 for the 1996 calendar year) will receive,
                    on a non-voluntary basis, twenty-five percent (25%) of such
                    employee's bonus beyond such threshold in Restricted Stock
                    priced at a twenty percent (20%) discount to (i.e., 80% of)
                    Fair Value.

               (ii) (A) Each bonus eligible salaried employee whose bonus is
                    determined on an annual basis may voluntarily elect, on a
                    timely basis, to have up to twenty-five percent (25%) of
                    such employee's bonus, if any, for the current year (up to
                    ten percent (10%) for the 1996 calendar year for employees
                    with base salaries of $50,000 or more) that has not
                    previously been paid or advanced in cash be paid in
                    Restricted Stock priced at a twenty percent (20%) discount
                    to (i.e., 80% of) Fair Value. To be timely, a salaried
                    employee's completed Election Form under this Section
                    6(b)(ii)(A) must be delivered to the Department not later
                    than the fifteenth (15th) day of the last month of the
                    calendar year to which such bonus is attributable.

                    (B) Each bonus eligible salaried employee whose bonus is
                    determined on a semi-annual, quarterly or other basis which
                    is more frequent than annually, may voluntarily elect, on a
                    timely basis, for any calendar year (or where applicable the
                    remaining portion of any calendar year) to have up to
                    twenty-five percent (25%) of such employee's bonus for each
                    such calendar period, if any, withheld, accumulated
                    throughout the year and


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                     paid in Restricted Stock priced at a twenty percent (20%)
                     discount to (i.e., 80% of) Fair Value. To be timely, such
                     salaried employee's completed Election Form under this
                     Section 6(b)(ii)(B) must be delivered to the Department not
                     later than December 15 of the year preceding the entire
                     year to which such election relates (or not later than the
                     date set by the Committee with respect to an election
                     applicable to a remaining portion of a year).

                     (C) Any employee electing under this Section 6(b)(ii) who
                     also qualifies for an Award of Restricted Stock under
                     Section(6)(b)(i) will receive only one Award under the
                     Section that produces the greater Award in terms of the
                     number of shares of Restricted Stock subject to such Award.

          (c)  BRANCH OFFICE MANAGER EMPLOYEES.

               (i)   Each branch office manager employee ("BOM"), retail or
                     institutional, whose combined BOM salary and BOM bonus(es)
                     (e.g., profit bonuses, recruiting bonuses, trainee bonuses
                     and other BOM bonuses) exceeds $200,000 for any calendar
                     year ($100,000 for the 1996 calendar year) (exclusive of
                     any base or bonus grid commissions or incentive deferred
                     compensation payable or creditable to such employee as an
                     investment consultant or other institutional sales employee
                     based on such employee's personal production), will have,
                     on a non-voluntary basis, twenty-five percent (25%) of any
                     BOM bonuses beyond such threshold withheld, accumulated
                     throughout the year, and paid in Restricted Stock priced at
                     a twenty percent (20%) discount to (i.e., 80% of) Fair
                     Value.

               (ii)  Each BOM may voluntarily elect, on a timely basis, to have
                     up to twenty-five percent (25%) of any such BOM bonuses for
                     the current year that have not previously been paid or
                     advanced in cash paid in Restricted Stock priced at a
                     twenty percent (20%) discount to (i.e., 80% of) Fair Value.
                     To be timely, a BOM's completed Election Form under this
                     Section 6(c)(ii) must be delivered to the Department not
                     later than December 15 of the year to which such BOM
                     bonus(es) is(are) attributable.

               (iii) Each BOM eligible to receive one or more Awards of
                     Restricted Stock as an investment consultant or an
                     institutional sales employee, on a non-voluntary or
                     voluntary basis under Section 6(a) or 6(d), respectively,
                     with respect to such BOM's personal production, would
                     continue to be eligible for and to receive such Awards,
                     regardless of any Awards of Restricted Stock received under
                     this Section 6(c).

          (d)  INSTITUTIONAL SALES EMPLOYEES.

               (i)   The first two percent (2%) of eligible gross commissions
                     otherwise to be credited to an institutional sales employee
                     as incentive deferred compensation for 1996 and each
                     subsequent calendar year shall be paid, on a non-voluntary
                     basis, in Restricted Stock priced at no discount to (i.e.,

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                    100% of) Fair Value. Notwithstanding the provisions of
                    Section 7, vesting of such shares of Restricted Stock shall
                    be the same as if such incentive deferred compensation had
                    continued to be credited in cash. Any incentive deferred
                    compensation in excess of two percent (2%) of eligible gross
                    commissions otherwise creditable to an institutional sales
                    employee shall continue to be credited in cash as provided
                    for in the applicable schedule to the Deferred Compensation
                    Plan.

               (ii) Each institutional sales employee may voluntarily elect, on
                    a timely basis, for any entire calendar year ( or, in
                    certain cases, the remainder of a calendar year), to have
                    twenty-five percent (25%) of any commission compensation to
                    which such employee becomes entitled that exceeds $100,000
                    for the calendar year withheld, accumulated throughout the
                    year and paid in Restricted Stock priced at a twenty percent
                    (20%) discount to (i.e., 80% of) Fair Value, (fifteen
                    percent (15%) discount to (i.e., 85% of) Fair Value for
                    Award Dates prior to July 1997). To be timely, an
                    institutional sales employee's completed Election Form under
                    this Section 6(d)(ii) must be delivered to the Department
                    not later than December 15 of the year preceding the year to
                    which such election relates (or, not later than the date set
                    by the Committee with respect to an election applicable to a
                    remaining portion of a year).


          (e)  Other Incentive Arrangement Employees. Employees not covered by
               Sections 6(a) through (d) above with periodic incentive
               arrangements (each, an "Other Incentive Arrangement Employee")
               may voluntarily elect, on a timely basis, for any entire calendar
               year (or in certain cases, the remainder of a calendar year) to
               have twenty-five percent (25%) of any incentive compensation to
               which such employee becomes entitled that, when combined with
               salary or draw, exceeds $100,000 for the calendar year, withheld,
               accumulated throughout the year and paid in Restricted Stock
               priced at a twenty percent (20%) discount to (i.e., 80% of) Fair
               Value, (fifteen percent (15%) discount to (i.e., 85% of) Fair
               Value for Award Dates prior to July 1997). To be timely, an Other
               Incentive Arrangement Employee's completed Election Form under
               this Section 6(e) must be delivered to the Department not later
               than December 15 of the year preceding the year to which such
               election relates (or not later than the date set by the Committee
               with respect to an election applicable to a remaining portion of
               a year).

          (f)  Option Alternative. For Award Dates after June 1997, on or prior
               to the Determination Date any Participant may elect, on an
               appropriate election form, to apply up to 100% of the incentive
               compensation that would otherwise be received in the form of an
               Award of Restricted Stock pursuant to Sections 6(a)(ii), (b),
               (c), (d)(ii) or (e) to an Award of an Option with the number of
               shares of Common Stock subject to such Option being determined by
               (i) dividing the amount of incentive compensation being applied
               by the Fair Value of one share as of the Determination Date, (ii)
               multiplying the resulting quotient by five (5) and (iii) rounding
               to the nearest whole number of Shares. For any Award Date prior
               to July 1997, prior to the Award Date any Participant may elect,
               on an appropriate election form, to receive up to one-third of
               the shares he/she would otherwise

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               receive as Restricted Stock in the form of an Option (with an
               Option for three shares being given for each share of Restricted
               Stock which would otherwise be received). Regardless of the Award
               Date, each Option shall be exercisable at the Fair Value of a
               share of Common Stock as of the Determination Date relating to
               such Award Date (the "Option Price").

          (g)  Excess Bonus Participation. Any Participant who is required under
               Section 6(b)(i) or 6(c)(i) to receive a portion of his or her
               bonus in the form of an Award (who also, involuntarily or
               voluntarily in part, is to receive an Award of Restricted Stock
               and/or an Award of an Option for a full twenty-five percent (25%)
               of the bonus to which he or she would otherwise be entitled for
               any calendar year after 1996) may, on a timely basis, further
               elect, on an appropriate election form, to apply up to a second
               twenty-five percent (25%) of such bonus to an Award of an Option
               with the number of shares and the exercise price of such Option
               being determined in the manner set forth in Section 6(f). To be
               timely, a Participant's completed election form under this
               Section 6(g) must be delivered to the Department not later than
               the date that is (or if the Participant's salary and previously
               paid bonus had been less than $200,000 would have been)
               applicable to any voluntary election made by such Participant
               under Section 6(b)(ii) or 6(c)(ii).

     7. Terms And Conditions Of Restricted Stock And Options. All shares of
Restricted Stock and Options awarded to Participants under the Plan shall be
subject to the following terms and conditions and to such other terms and
conditions, not inconsistent with the Plan, as shall be prescribed by the
Committee in its sole discretion:

          (a) Restricted Stock Vesting. Except as provided in Sections 6(a)(i)
     and 6(d)(i) above, the restrictions set forth in this Section 7 shall apply
     to the shares of Restricted Stock subject to each Award for the period (the
     "Restricted Period") commencing on the Award Date and ending on the
     earliest to occur of the following:

               (1) (A) with respect to Award Dates after June 1997, each of the
          first, second and third anniversaries of the Award Date, as to
          one-third, respectively, of the shares of Restricted Stock, and (B)
          with respect to Award Dates prior to July 1997, the second anniversary
          of the Award Date if, as of the Award Date, the Participant has at
          least five "Years of Service" with the Company, a Company subsidiary,
          a predecessor of either and/or Kemper Corporation (or a Kemper
          affiliate) (or the third anniversary of such date if the Participant
          does not have five Years of Service with one or more of the entities
          as of such date);

               (2) the date of a "Change in Control" (as defined below) of the
          Company or the qualified subsidiary that is employing the Participant;

               (3) the date the Participant's employment terminates because of
          the Participant's death or disability; or

               (4) such date as the Committee may designate at the Award Date.

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     For purposes of the Plan, a "Year of Service" shall be determined in the
same manner a "Year of Service" would be determined for vesting purposes under
the Company's 401(k) and Employee Stock Ownership Plan (taking into account all
rules set forth in such document which are applicable to the determination
(e.g., applicable break-in-service rules)). Unless the Restricted Period has
already ended, not later than December 15th of the calendar year preceding the
year in which the Restricted Period is scheduled to expire pursuant to Section
7(a)(1) above, each Participant will have the right to deliver to the Department
an appropriate form of written direction to extend such scheduled expiration
date for one year (the "Extended Restricted Period"). If a Participant elects
one or more Extended Restricted Periods, all of the vesting and transfer
restrictions outlined in this Section 7 will apply to the Participant's
Restricted Stock during each Extended Restricted Period. The Committee may, at
any time hereafter, reduce or terminate any Restricted Period or Extended
Restricted Period.

     For purposes of this Plan, a "Change in Control" shall be deemed to have
occurred upon the first to occur of any of the following events (or any other
event recognized in writing by the Committee as constituting a "Change in
Control"):

               (A) any consolidation or merger of the Company (or a qualified
          subsidiary employer) in which the Company (or the qualified
          subsidiary) is not the continuing or surviving corporation or pursuant
          to which shares of the Company's Common Stock (or the qualified
          subsidiary employer's common stock) would be converted into cash,
          securities or other property, other than any consolidation or merger
          of the Company (or a qualified subsidiary employer) in which the
          holders of the Company's Common Stock (or the qualified subsidiary
          employer's common stock) immediately prior to the consolidation or
          merger have the same proportionate ownership of common stock of the
          surviving corporation immediately after the consolidation or merger;
          or

               (B) any sale, lease, exchange or other transfer (in one
          transaction or a series of related transactions) of all, or
          substantially all, of the assets of the Company (or a qualified
          subsidiary employer) other than any sale, lease, exchange or other
          transfer to an entity where the Company (or the qualified subsidiary
          employer) owns, directly or indirectly, at least eighty percent (80%)
          of the outstanding voting securities of such entity after any such
          transfer; or

               (C) any liquidation or dissolution of the Company; or

               (D) the date any person (as such term is used in Section 13(d) of
          the Securities Exchange Act of 1934, hereinafter the "1934 Act"),
          other than one or more trusts established by the Company or any
          subsidiary of the Company for the benefit of employees of the Company
          or its subsidiaries, shall become the beneficial owner (within the
          meaning of Rule 13d-3 under the 1934 Act) of twenty percent (20%) or
          more of the Company's outstanding Common Stock; or

               (E) the failure, during any period of twenty-four (24)
          consecutive months, of those individuals who at the beginning of such
          period constitute the entire Board for any reason to constitute a
          majority thereof unless the election, or the nomination for election
          by the stockholders of the Company, of each new director comprising
          the majority was approved by a vote of at least a majority of the
          Continuing Directors as hereinafter defined, in office on the date of
          such election or nomination for election of the new director. For
          purposes hereof, a "Continuing Director" shall mean:

                    (i) any member of the Board immediately following the
               consummation of the "KSOP Purchase" (as defined in the prospectus
               included in the Registration Statement on Form S-1 filed by the
               Company with the Securities and Exchange Commission (File No. 33-
               92686)) or

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                    (ii) any director elected, or nominated for election by the
               stockholders of the Company to fill any vacancy or newly created
               directorship on the Board, by a majority of the Continuing
               Directors then still in office.

          (b) Option Vesting. Vesting of an Award of an Option will be the same
     as vesting of an Award of Restricted Stock in all respects, except that
     instead of the schedule set forth in Section 7(a)(1), Awards of Options
     with Award Dates prior to July 1997 will vest (i) thirty-three and a third
     percent (33-1/3%) on each of the first three anniversaries of the Award
     Date if the Participant has at least five Years of Service (as defined
     above) with the Company, a Company subsidiary, a predecessor of either
     and/or Kemper Corporation (or a Kemper affiliate) as of the Award Date, or
     (ii) if the Participant does not have at least five Years of Service with
     the Company, a Company subsidiary, a predecessor of either and/or Kemper
     Corporation (or a Kemper affiliate) as of the Award Date, the Option will
     vest twenty percent (20%) per year for each of the first five anniversaries
     of the Award Date. Each Option shall accelerate and shall become
     exercisable in full immediately prior to the occurrence of any event
     described in Section 7(a)(2), (3) or (4).

          (c) Option Term. Subject to earlier termination as provided below, a
     vested Option shall be exercisable for a period of ten years commencing on
     the Award Date. If a Participant terminates his/her employment with the
     Company or a qualified subsidiary, he/she will have six months from the
     effective date of termination to exercise any vested Option(s). If his/her
     employment is terminated pursuant to a Normal Retirement (as defined
     below), or by death or disability, the Participant (or his/her estate) will
     have three years from the date at such Normal Retirement, death or
     disability to exercise any vested Option.

          (d) Forfeiture of Rights. Subject to Section 7(f) below, if a
     Participant terminates employment with the Company or a qualified
     subsidiary prior to the end of the Restricted Period or any Extended
     Restricted Period for any reason, the Participant will forfeit any shares
     of Restricted Stock and any Options that are not yet vested. A transfer
     from the Company to a qualified subsidiary of the Company or an affiliate,
     or vice versa, is not a termination of employment for purposes of this
     Plan. Except as provided in Sections 6(a)(i) and 6(d)(i) above, if a
     Participant's position is eliminated or his/her employment is terminated
     for a reason other than "Cause" (as defined below), the Participant will
     receive, without interest, the cash compensation that was replaced with an
     Award of any unvested shares of Restricted Stock and/or any unvested
     Option. If a participant resigns voluntarily (other than pursuant to a
     "sunset arrangement" (as more fully described in Section 7(f)(iii) below))
     or a Participant is terminated for "Cause" (as defined below) such
     Participant will forfeit any unvested shares of Restricted Stock and any
     unvested Options theretofore awarded to such Participant as well as any
     right to claim the cash compensation that was replaced with any such Award
     of unvested shares of Restricted Stock and/or any unvested Option. For
     purposes of this Plan, a termination for "Cause" shall be defined as (i)
     Participant's willful malfeasance which is demonstrably and materially
     injurious, monetarily or otherwise, to the Company or any of its
     subsidiaries, provided, however, that any action or refusal to act by
     Participant shall not constitute "Cause" if, in good faith, Participant
     believed such action or refusal to act to be in, or not opposed to, the
     best interests of the Company or any of its subsidiaries, or if Participant
     shall be entitled, under applicable law or under the Certificate of
     Incorporation or By-Laws of the Company or any subsidiary, as the same may
     be amended or restated from time to time, to be indemnified with respect to
     such action or refusal to act; (ii) Participant's bar or suspension from
     the securities industry for a period in excess of ninety (90) days; (iii)
     Participant's conviction of, or plea of nolo contendere to, a felony; or
     (iv) Participant's gross and willful misconduct or act of dishonesty
     involving the Company or any of its subsidiaries which reflects adversely
     on the Company or any of its subsidiaries.

          (e) Restrictions. A stock certificate representing, or other evidence
     of, the number of shares of Restricted Stock, or the number of shares of
     Common Stock subject to any Option, awarded to a Participant

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     shall be held by the Company in Participant's name (or if the Participant
     so requests in writing, in the Participant's name jointly with a member of
     the Participant's family, with right of survivorship). Except as provided
     in the following sentence, the Participant shall have all rights and
     privileges of a stockholder as to any such shares of Restricted Stock (but
     not as to any shares of Common Stock subject to any unexercised Option,
     even if fully vested), including (1) the right to receive dividends and (2)
     the right to vote such shares of Restricted Stock. Subject to the
     provisions of Section 7(f) below, the following restrictions shall apply:

               (i) the Participant shall not be entitled to delivery of any
          stock certificate representing, or other evidence of, the shares of
          Restricted Stock, or the number of shares of Common Stock subject to
          any Option, awarded to the Participant hereunder until the expiration
          of the Restricted Period and all Extended Restricted Periods;

               (ii) none of the shares of Restricted Stock and no portion of any
          Option may be sold, transferred, assigned, pledged or otherwise
          encumbered or disposed of during the Restricted Period or any Extended
          Restricted Period; and

               (iii) except as provided in Section 7(f) below, all of the shares
          of Restricted Stock and all Options awarded to the Participant shall
          be forfeited and all rights of the Participant to such shares of
          Restricted Stock or under such Option(s) shall terminate without
          further obligation on the part of the Company or any subsidiary unless
          the Participant has remained an employee of the Company or a qualified
          subsidiary for the entire Restricted Period and any Extended
          Restricted Periods applicable to such shares of Restricted Stock and
          Options, as appropriate.

If the Participant has remained an employee of the Company or a qualified
subsidiary for the entire Restricted Period and all Extended Restricted Periods,
such restrictions shall lapse at the end of the Restricted Period (or Extended
Restricted Period as the case may be) applicable to any Award. The Participant
shall forfeit all shares of Restricted Stock and all Options with respect to
which such restrictions do not lapse. Upon the forfeiture (in whole or in part)
of shares of Restricted Stock or Option(s), such forfeited shares or Option(s)
shall be transferred to the Company without further action by the Participant.
The Participant shall have the same rights and privileges, and be subject to the
same restrictions, with respect to any shares or other securities on non-cash
property received pursuant to Section 16 below.

          (f) TERMINATION OF EMPLOYMENT.

               (i) DISABILITY. If a Participant ceases to be an employee of the
          Company or a qualified subsidiary prior to the end of the Restricted
          Period, or all Extended Restricted Periods, by reason of disability
          (as defined below), all unvested shares of Restricted Stock and all
          Option(s) awarded to such Participant shall immediately vest, all
          restrictions applicable to such shares and Option(s) shall lapse, and
          the Restricted Period (or Extended Restricted Period) shall end. A
          certificate for such shares and written evidence of such Option(s)
          shall be delivered to the Participant in accordance with Section 8.
          For purposes of this Section 7(f), the term "disability" shall mean
          total disability which continues for twelve (12) months and is of a
          character which, in the sole judgment of the Department (or for
          executive officers who are subject to Section 16 of the 1934 Act, the
          Committee) after receiving competent medical advice, will permanently
          prevent the Participant from performing on a full-time basis such
          duties as the Company or a qualified subsidiary may reasonably assign
          to him/her consistent with the duties which he/she was performing
          immediately prior to the disability. For purposes of this Plan, the
          Participant

                                      C-9
<PAGE>

          shall be deemed to have become disabled on the date on which the
          Department (or the Committee) makes its determination.

               (ii) DEATH. If a Participant ceases to be an employee of the
          Company or a qualified subsidiary prior to the end of the Restricted
          Period or all Extended Restricted Periods by reason of the
          Participant's death, any unvested shares of Restricted Stock and any
          Option(s) awarded to such Participant shall vest, all restrictions
          applicable to such shares and Option(s) shall lapse and the Restricted
          Period or Extended Restricted Period shall end. A certificate for such
          shares and written evidence of such Option(s) shall be delivered to
          the Participant's estate in accordance with Section 8 below.

               (iii) ALL OTHER TERMINATIONS. Subject to the next succeeding
          sentence, if a Participant ceases to be an employee of the Company or
          a qualified subsidiary prior to the end of the Restricted Period or
          any Extended Restricted Period for any reason other than disability or
          death, the Participant shall immediately forfeit all of his/her
          unvested shares of Restricted Stock and all of his/her unvested
          Options. If the Participant terminates employment on or after
          attaining age 65 or attaining age 55 and having been employed by the
          Company, a Company predecessor, a qualified subsidiary and/or Kemper
          Corporation (or a Kemper affiliate) for ten or more years ("Normal
          Retirement") and the Participant thereafter remains retired from the
          industry (a "sunset arrangement"), each share of Restricted Stock and
          each Option awarded to the Participant will, following such
          retirement, continue to vest during the Restricted Period or Extended
          Restricted Period.

          (g) LEGEND ON CERTIFICATES DEPOSITED WITH COMPANY. Each certificate
     issued in respect of shares of Restricted Stock awarded under the Plan
     which is registered in the name of the Participant and deposited with the
     Company shall bear the following (or similar) legend:

               "The transferability of this certificate and the shares of stock
          represented hereby are subject to the terms and conditions (including
          forfeiture) contained in the EVEREN Capital Corporation 1996
          Restricted Stock Incentive Plan (as Amended and Restated Effective as
          of May 6, 1997) and an agreement entered into between the registered
          owner and EVEREN Capital Corporation."

          (h) RESTRICTED STOCK AND OPTION AGREEMENTS. The Participant shall
enter into an agreement with the Company in a form specified by the Committee
which memorializes each Award of Restricted Stock or an Option and describes the
terms and conditions of the Award and such other matters as the Committee shall,
in its sole discretion, determine.

     8. CERTIFICATES. At the end of the Restricted Period or the Extended
Restricted Period, the restrictions applicable to a Participant's shares of
Restricted Stock or Option shall lapse as provided in Section 7(e) above or
Section 7(f) above, but a stock certificate for the number of shares of
Restricted Stock with respect to which the restrictions have lapsed shall not
automatically be delivered, free of all such restrictions, to the Participant or
the Participant's estate (as the case may be). Rather, certificates for whole
shares of Common Stock (being former shares of Restricted Stock) as to which the
restrictions have lapsed shall thereafter 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. The Company shall not
be required to deliver any fractional share of Common Stock but will pay, in
lieu thereof, the Fair Value (determined as of the date on which the
restrictions lapse or, if no determination

                                      C-10
<PAGE>

is made for that day, the most recently determined Fair Value) of such
fractional share to the Participant or the Participant's estate.

     9. DIVIDENDS OR DISTRIBUTIONS. On each Common Stock dividend or
distribution payment date, each Participant shall be credited with an amount
equal to the dividend or distribution which is payable on that date with respect
to a share of Common Stock multiplied by the number of shares of Restricted
Stock held by the Participant. Such amounts shall be paid to the Participant.

     10. 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.

     11. EMPLOYEES' AND PARTICIPANTS' RIGHTS. No employee or other person shall
have any claim or right to be awarded Restricted Stock or an Option under the
Plan except as provided in the Plan. 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.

     12. 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 unrestricted
Common Stock or pursuant to the exercise of any Option, payment by Participants
of any taxes required by law with respect to the issuance or delivery of such
shares (or any portion thereof) for which such taxes have not been withheld.

     13. SECTION 83(B) ELECTION. Each Participant under the Plan may, but shall
not be required to, make an election under Section 83(b) of the Internal Revenue
Code of 1986, as amended ("Code"), with respect to any Award of Restricted
Stock.

     14. AMENDMENTS AND TERMINATION. The Board of Directors may amend the Plan
at any time, provided that no such amendment that materially increases benefits
under the Plan shall be effective unless approved within 12 months after the
date of adoption of any 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 comply with the
requirements of 17 C.F.R. SS.240.16b-3 (for periods during which the Board of
Directors has determined that the Plan will comply with 17 C.F.R. SS.240.16b-3).
The Board of Directors may suspend the Plan or discontinue the Plan at any time.

     15. APPLICABLE LAWS. Notwithstanding any other provision of the Plan, the
Committee may subject shares of either Common Stock or Restricted Stock or
Options transferred and/or awarded under the Plan to such conditions,
limitations or restrictions as the Committee determines to be necessary or
desirable to comply with any law or regulation or with the requirements of any
securities exchange. The delivery or issuance of any shares of Common Stock or
Restricted Stock or Options 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 or Options. Further, the Company shall not be obligated to deliver or
issue any shares of Common Stock or Restricted Stock or Options if the delivery
or issuance thereof shall constitute a violation of any provision of any
national securities exchange to which the Company is subject, or any law or
regulation of any governmental authority. Awards of Restricted Stock and/or
Options under

                                      C-11
<PAGE>

the Plan are subject to, and shall be accomplished only in accordance with the
requirements of all applicable securities and other laws.

     16. 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 which may be delivered under the Plan shall be equitably adjusted by
the Committee. Such determination of the Committee shall be conclusive.
Furthermore, if there is an adjustment in the number of shares, no fraction of a
share shall be delivered with respect to any Award of Restricted Stock, although
the Company will pay, in lieu thereof, the Fair Value (measured as of the date
the restrictions lapse or, if no determination is made for that day, the Fair
Value most recently determined) of such fractional share to the Participant or
the Participant's estate. Any shares of stock or other securities or non-cash
property credited to a Participant with respect to the Participant's shares of
Restricted Stock or Option(s) will be subject to the same restrictions as such
Restricted Stock or Option(s), shall be deposited with the Company and shall
bear an appropriate legend similar in form to the legend set forth in Section 7.

     17. EXPENSES. Except to the extent provided in Sections 7 and 12 above, all
         expenses of administering the Plan, including expenses incurred in
         connection with any purchase of Shares in the open market for Award to
         Participants, shall be borne by the Company and its subsidiaries.

     18. 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.

     19. EFFECTIVE DATE. This Plan became effective on April 15, 1996, upon
receipt of stockholder approval of the Plan on May 8, 1996. The Plan was
subsequently amended, and this amendment and restatement of the Plan was
approved, by action of the Board of Directors on May 6, 1997.

                                     C-12
<PAGE>


                                  Appendix A
<TABLE>
<CAPTION>
                                    INVESTMENT              BONUS ELIGIBLE          BRANCH OFFICE              INSTITUTIONAL
      OPPORTUNITY/                  CONSULTANT                 SALARIED                MANAGER                     SALES
        SITUATION               ("I/C") EMPLOYEES             EMPLOYEES           ("BOM") EMPLOYEES              EMPLOYEES
<S>                          <C>                         <C>                     <C>                      <C>
Incentive/bonus
compensation for
years after 1996
payable in Restricted
Stock and/or an
Option.

A. Nonvoluntary              All incentive deferred      25% of that portion     25% of that portion      All incentive deferred
   participation (i.e.,      compensation credits        of annual incentive     of all branch            compensation credits
   incentive                 equal to the first          bonuses that when       manager bonuses          equal to the first
   compensation which        two percent (2%) of         combined with base      (e.g., profit bonus,     two percent (2%) of
   will automatically be     eligible gross              salary results in       recruiting bonus and     eligible gross
   awarded in the form of    commissions for any year    total compensation      other bonuses) that      commissions for any year
   Restricted Stock          would be in Restricted      in excess of            when combined with       would be in Restricted
   and/or an Option).        Stock only.                 $200,000 for year       the branch manager's     Stock only.
   NOTE: The examples                                    ($100,000 for 1996).    base salary results
   shown reflect the                                                             in total branch
   percentage of-Fair-                                   Example: Assume for     manager compensation
   Value award                                           1997 Employee A has     (non-production) in
   "discounts" detailed                                  a base salary of        excess of $200,000
   in Section 6 of the                                   $140,000 and is to      ($100,000 in 1996)
   Plan.                                                 be awarded a            for year will be
                                                         $190,000 annual         withheld,
                                                         bonus. That bonus       accumulated
                                                         would be paid           throughout the year
                                                         $157,500 in cash        and then awarded the
                                                         ($60,000 to bring       following year in
                                                         A's salary and cash     Restricted Stock
                                                         bonus to $200,000       and/or an Option.
                                                         plus 75% of the
                                                         remaining $130,000)     Example: Branch
                                                         and $32,500 in          manager C has total
                                                         Restricted Stock        non-production
                                                         having a Fair Value     compensation in
                                                         of $40,625. A may       excess of $200,000.
                                                         elect to have up to     During the year C
                                                         a full 25% ($47,500)    becomes entitled to
                                                         of the bonus paid in    a $10,000 profit
                                                         Restricted Stock.       bonus for one
                                                                                 quarter, and a
                                                         A may further elect     $6,000 bonus for a
                                                         to have up to 100%      second quarter. He
                                                         of the amount that      also becomes
                                                         would otherwise be      entitled to a $5,000
                                                         paid in Restricted      recruiting bonus.
                                                         Stock (i.e., up to      For the first
                                                         $32,500 or up to        quarter $7,500 would
                                                         $47,500) paid in an     be paid currently in
                                                         Option instead of in    cash ($10,000 x 75%
                                                         Restricted Stock.       = $7,500) and $2,500
                                                         Assuming a Fair         would be withheld.
                                                         Value of $25 per        For the second
                                                         share, if A were to     quarter $4,500 would
                                                         elect to have           be paid currently in
                                                         $20,000 paid in an      cash ($6,000 x 75%)
                                                                                 and $1,500 would be
</TABLE>
<TABLE>
<CAPTION>
                                   OTHERS WITH
                                    INCENTIVE
                                   ARRANGEMENTS
<S>                                <C>
                                       None
</TABLE>
<PAGE>


                                  Appendix A
<TABLE>
<CAPTION>
                                    INVESTMENT              BONUS ELIGIBLE          BRANCH OFFICE              INSTITUTIONAL
      OPPORTUNITY/                  CONSULTANT                 SALARIED                MANAGER                     SALES
        SITUATION               ("I/C") EMPLOYEES             EMPLOYEES           ("BOM") EMPLOYEES              EMPLOYEES
<S>                          <C>                         <C>                     <C>                      <C>
                                                         Option the Option       withheld. The
                                                         would be for 4,000      recruiting bonus would
                                                         shares ($20,000/$25     be paid $3,750 in cash
                                                         per share = 800         ($5,000 x 75%) and
                                                         shares x 5 = 4,000      $1,250 withheld. Such
                                                         shares) exercisable     aggregate $5,250
                                                         at $25 per share. A     withheld and
                                                         would also receive      accumulated through the
                                                         $12,500 ($32,500 -      year would be awarded
                                                         $20,000) in             the following year to C
                                                         Restricted Stock        in Restricted Stock
                                                         having a Fair Value     having a Fair Value of
                                                         of $15,625.             $6,563.

                                                                                 C may elect to have up
                                                                                 to 100% of such $5,250
                                                                                 paid in an Option
                                                                                 instead of in
                                                                                 Restricted Stock.
                                                                                 Assuming a Fair Value
                                                                                 of $25 per share, if C
                                                                                 were to elect to have
                                                                                 $2,500 paid in an
                                                                                 Option the Option would
                                                                                 be for 500 shares
                                                                                 ($2,500/$25 per share =
                                                                                 100 shares x 5 = 500
                                                                                 shares) exercisable at
                                                                                 $25 per share. C would
                                                                                 also receive $2,750
                                                                                 ($5,250 - $2,500) in
                                                                                 Restricted Stock having
                                                                                 a Fair Value of $3,438.

                                                                                 All deferred I/C
                                                                                 compensation equal to
                                                                                 the first two percent
                                                                                 (2%) of eligible gross
                                                                                 commissions to which a
                                                                                 BOM becomes entitled
                                                                                 would be awarded in
                                                                                 Restricted Stock only.
</TABLE>
<TABLE>
<CAPTION>
                                   OTHERS WITH
                                    INCENTIVE
                                   ARRANGEMENTS
<S>                                <C>
</TABLE>
<PAGE>
                                  Appendix A
<TABLE>
<CAPTION>
                            INVESTMENT              BONUS ELIGIBLE                    BRANCH OFFICE               INSTITUTIONAL
   OPPORTUNITY/             CONSULTANT                 SALARIED                          MANAGER                      SALES
    SITUATION           ("I/C") EMPLOYEES             EMPLOYEES                     ("BOM") EMPLOYEES               EMPLOYEES
<S>                  <C>                         <C>                           <C>                           <C>
B. Voluntary          Can elect annually to      For 1997, any bonus           Can elect Restricted Stock    Can elect annually to
   participation      have 25% of monthly        eligible employee can         and/or an Option for 25% of   have 25% of any
                      bonus grid compensation    elect to have up to           I/C bonus grid compensation.  annual compensation
                      (i.e., monthly payout      25% of any bonus                                            that exceeds $100,000
                      determined by the          awarded for that year         To the extent a branch        withheld, accumulated
                      "bonus grid" (ranging      paid in Restricted Stock.     manager's aggregate cash      throughout the year
                      from .5% to 1.75% of       For 1996, if base salary      compensation from all         and paid the following
                      production under the       exceeds $50,000 (but          sources other than personal   year in Restricted
                      current bonus grid for     combined base salary and      production as an I/C (e.g.,   Stock and/or an Option.
                      qualifying I/Cs))          bonus is less than            salary, recruiting bonuses,
                      withheld, accumulated      $100,000), the employee       profit bonuses) is less       Example: Institutional
                      throughout the year and    may elect to have up to       that $200,000 for a year      sales employee G has
                      awarded in Restricted      10% of any bonus awarded      ($100,000 for 1996), any      production that results
                      Stock and/or an Option     for that year paid in         deferred profit or other      in payouts of precisely
                      the following year.        Restricted Stock.             bonus to which he or she      $30,000 per month for
                                                                               is entitled will be paid      all 12 months of the
                      Example: I/C E has         Example: Employee F has a     in cash rather than           year or $360,000 for
                      production of $20,000      salary of $90,000 and a       awarded in Restricted         the year. Assuming G
                      for month one and          bonus opportunity of          Stock or an Option,           had made the voluntary
                      $25,000 for month two,     $60,000 to $120,000. If F     absent a voluntary            election to
                      entitling E under the      made the maximum 25%          election by the branch        participate, for the
                      current bonus grid to a    election and then became      manager.                      first three months of
                      2% bonus payout for        entitled to a $100,000                                      the year nothing would
                      month one ($400) and a     bonus, $75,000 would be       Example: For the year         be withheld ($30,000 x
                      3% bonus payout for        paid in cash and $25,000      branch manager D              3 = $90,000) since the
                      month two ($750).          would be paid in Restricted   receives a salary of          $100,000 threshold had
                      Assuming E had made the    Stock having a Fair Value     $15,000, has $150,000         not been reached.
                      voluntary election to      of $31,250.                   gross production that
                      participate, for month                                   generates a $60,000           For the fourth month,
                      one $100 would be          F may further elect to have   payout, receives a            the first $10,000 would
                      withheld and for month     up to 100% of such $25,000    $5,000 recruiting bonus       be paid in cash
                      two $188 would be          paid in an Option instead of  and is entitled to            ($90,000 + $10,000 =
                      withheld. Such             in Restricted Stock.          $18,000 in profit             $100,000). From the
                      aggregate $288 withheld    Assuming a Fair Value of      bonuses. Because D's          remaining $20,000,
                      and accumulated through    $25 per share, if F were to   aggregate cash                $5,000 would be
                      the year would be          elect to have $15,000 paid    compensation as a             withheld (25% x
                      awarded to E the           in an Option the Option       manager for the year          $20,000). For each of
                      following year in          would be for 3,000 shares     is only $38,000               the remaining eight
                      Restricted Stock having    ($15,000 / 25 per share =     ($15,000 + $5,000 +           months $7,500 would be
                      a Fair Value of $360.      600 shares x 5 = 3,000        $18,000 = $38,000),           withheld (25% x
                                                 shares) exercisable at        all of D's deferred           $30,000). The aggregate
                     E may elect to have up to   $25 per share. F would also   profit and recruiting         $65,000 would be
                     a 100% of such $288 paid    receive $10,000 ($25,000 -    bonus would be paid in        accumulated through the
                     in an Option instead of in  $15,000) in                   cash (subject to any          year and awarded the
                     Restricted Stock. Assuming                                applicable holdback           following year in
                     a Fair Value of $25 per                                   or deferral) and              Restricted
                     share, if E were to elect
</TABLE>
<TABLE>
<CAPTION>
                                OTHERS WITH
                                 INCENTIVE
                               ARRANGEMENTS
<S>                  <C>
                     Can elect annually to have 25%
                     of that portion of incentive
                     compensation that when combined
                     with salary or draw) results in
                     total compensation in excess of
                     $100,000 accumulated throughout
                     the remainder of the year and
                     awarded the following year in
                     Restricted Stock and/or an
                     Option.

                     Example: Trader H has a draw of
                     $72,000 per year ($6,000 per
                     month) and a quarterly incentive
                     based on trading volume that
                     results in incentive payments of
                     $14,000 for the first quarter,
                     $16,000 for the second, $12,000
                     for the third and $25,000 for
                     the fourth quarter or $138,000
                     total for the year. Assuming
                     Trader H had made the voluntary
                     election to participate, none of
                     the first three quarters'
                     incentive would be withheld
                     ($6,000 x 9 = $54,000 + $14,000
                     + $16,000 + $12,000 = $96,000)
                     since the $100,000 threshold had
                     not been reached. Because such
                     threshold would be reached with
                     the fourth quarter salary, $6,000
                     of the fourth quarter incentive
                     (25% x $24,000) would be withheld
                     and awarded the following year in
</TABLE>
<PAGE>


                                  Appendix A
<TABLE>
<CAPTION>
                                      INVESTMENT              BONUS ELIGIBLE          BRANCH OFFICE            INSTITUTIONAL
      OPPORTUNITY/                    CONSULTANT                 SALARIED                MANAGER                   SALES
       SITUATION                  ("I/C") EMPLOYEES             EMPLOYEES           ("BOM") EMPLOYEES            EMPLOYEES
<S>                          <C>                           <C>                   <C>                      <C>
                             to have $200 paid in an       Restricted Stock      none would be awarded    Stock having a Fair Value
                             Option the Option would be    having a Fair Value   in Restricted Stock or   of $81,250.
                             for 40 shares ($200 / $25     of $12,500.           an Option unless prior
                             per share = 8 shares x 5 =                          to December 15th of      G may further elect to
                             40 shares) exercisable at     If F's bonus of       the year in question     have up to 100% of such
                             $25 per share.  E would       $100,000 was          the branch manager       $65,000 paid in an
                             also receive $88 ($288 -      actually paid in      voluntarily elected      Option instead of in
                             $200) in Restricted Stock     multiple period       to participate in the    Restricted Stock.
                             having a Fair Value of $110.  installments, then    Plan with respect to     Assuming a Fair Value of
                                                           25% of each such      such bonus. In such      $25 per share, if G were
                                                           installment would be  case, up to $5,750       to elect to have $30,000
                                                           paid in Restricted    of D's $23,000           paid in an Option the
                                                           Stock and/or an       aggregate bonuses        Option would be for 6,000
                                                           Option if F made the  would be awarded in      shares ($30,000 / $25 per
                                                           maximum election.     combination of           share = 1,200 shares x
                                                                                 Restricted Stock         5 = 6,000 shares)
                                                                                 and/or an Option,        exercisable at $25 per
                                                                                 with the Restricted      share. G would also
                                                                                 Stock having a Fair      receive $35,000 ($65,000 -
                                                                                 Value of up to $7,188    $30,000) in Restricted
                                                                                 if the Award were        Stock having a Fair
                                                                                 taken solely in          Value of $43,750.
                                                                                 Restricted Stock and,
                                                                                 assuming a Fair Value
                                                                                 of $25 per share, with
                                                                                 up to 1,150 shares
                                                                                 ($5,750 / $25 per share
                                                                                 = 230 shares x 5 =
                                                                                 1,150 shares) being
                                                                                 subject to an Option
                                                                                 exercisable at $25 per
                                                                                 share if the Award
                                                                                 were taken solely in
                                                                                 an Option.
</TABLE>
<TABLE>
<CAPTION>
                                   OTHERS WITH
                                    INCENTIVE
                                   ARRANGEMENTS
<S>                          <C>
                             Restricted Stock having a Fair
                             Value of $7,500.

                             H may elect to have up to 100%
                             of such $6,000 paid in an Option
                             instead of in Restricted Stock.
                             Assuming a Fair Value of $25 per
                             share, if H were to elect to have
                             $2,000 paid in an Option the
                             Option would be for 400 shares
                             ($2,000 / $25 per share = 80
                             shares x 5 = 400 shares)
                             exercisable at $25 per share.
                             H would also receive $4,000
                             ($6,000 - $2,000) in
                             Restricted Stock having a Fair
                             Value of $5,000.
</TABLE>
<PAGE>


                                  Appendix A
<TABLE>
<CAPTION>
                                    INVESTMENT                 BONUS ELIGIBLE                BRANCH OFFICE            INSTITUTIONAL
      OPPORTUNITY/                  CONSULTANT                    SALARIED                      MANAGER                   SALES
       SITUATION                ("I/C") EMPLOYEES                EMPLOYEES                 ("BOM") EMPLOYEES            EMPLOYEES
<S>                          <C>                         <C>                            <C>                        <C>
A. Excess voluntary          None                        If an employee is subject      If a branch manager is     None
   participation                                         to the nonvoluntary            subject to the
                                                         provisions and is to           nonvoluntary provisions
                                                         receive (or elects to          with respect to any
                                                         receive) a full 25% of         portion of his or her
                                                         annual bonus in Restricted     branch manager bonus
                                                         Stock and/or an Option, he     and is to receive
                                                         or she may elect to            (or elects to receive)
                                                         receive up to a second 25%     a full 25% of his or
                                                         in an Option only, the         her branch manager
                                                         number of shares subject       bonuses in Restricted
                                                         to such Option and the         Stock and/or an
                                                         exercise price to be           Option, he/she can
                                                         determined as set forth        elect to receive up
                                                         above.                         to a second 25% in an
                                                                                        Option only, the
                                                         Example:  Assume Employee      number of shares
                                                         A above makes no voluntary     subject to such Option
                                                         election or makes an           and the exercise price
                                                         election that results in       to be determined as
                                                         less than a full 25%           set forth above.
                                                         ($47,500) of A's bonus
                                                         being paid in Restricted       Example: Assume the
                                                         Stock and/or an Option. A      participation of
                                                         is not eligible to make        Branch manager C
                                                         any election under the         above was involuntary
                                                         voluntary excess               to at least some
                                                         provisions.                    extent and that C was
                                                                                        participating with
                                                         If A had elected to have a     respect to the full
                                                         full 25% ($47,500) of A's      $5,250 referred to
                                                         bonus paid in Restricted       above. C could elect
                                                         Stock and/or an Option, A      to have up to a
                                                         could further elect to         second $5,250 paid in
                                                         have up to a second 25%        an Option only. If C
                                                         (i.e., up to a second          were to elect to have
                                                         $47,500) of A's bonus paid     $1,000 of such second
                                                         in an Option only.  If A       $5,250 paid in an
                                                         were to elect to have          Option the Option
                                                         $30,000 of the second          would be for 200
                                                         $47,500 paid in an Option,     shares ($1,000 / $25
                                                         the Option would be for        per share = 40 shares
                                                         6,000 shares ($30,000 /        x 5 = 200 shares)
                                                         $25/share = 1,200 shares x     exercisable at $25 per
                                                         5 = 6,000                      share. C would also
                                                                                        receive total cash in
                                                                                        the amount of $14,750
                                                                                        ($10,000 + $6,000 +
                                                                                        $5,000 = $21,000 -
                                                                                        $5,250 - $1,000).
</TABLE>
<TABLE>
<CAPTION>
                                  OTHERS WITH
                                   INCENTIVE
                                  ARRANGEMENTS
<S>                               <C>
                                      None

</TABLE>

<PAGE>


                                  Appendix A
<TABLE>
<CAPTION>
                                    INVESTMENT                 BONUS ELIGIBLE                BRANCH OFFICE            INSTITUTIONAL
      OPPORTUNITY/                  CONSULTANT                    SALARIED                      MANAGER                   SALES
       SITUATION                ("I/C") EMPLOYEES                EMPLOYEES                 ("BOM") EMPLOYEES            EMPLOYEES
<S>                          <C>                         <C>                            <C>                        <C>
                                                         shares) exercisable at $25     Example: Assume Branch
                                                         per share. A would also        manager D did or did not
                                                         receive total cash in the      make the voluntary
                                                         amount of $112,500             election referred to
                                                         ($190,000 - $47,500 -          above. Because D is not
                                                         30,000).                       participating on an
                                                                                        involuntary basis D is
                                                         Example: The participation     not eligible to make any
                                                         of Employee F above is         election under the
                                                         purely voluntary since the     voluntary excess
                                                         $200,000 combined salary       provisions.
                                                         and bonus threshold has
                                                         not been reached
                                                         ($90,000 + $100,000 =
                                                         $190,000). Therefore,
                                                         even though Employee F
                                                         above had made the
                                                         maximum 25% election, F
                                                         is not eligible to make an
                                                         election under the
                                                         voluntary excess
                                                         provisions.
</TABLE>
<TABLE>
<CAPTION>
                                   OTHERS WITH
                                    INCENTIVE
                                  ARRANGEMENTS
<S>                          <C>
</TABLE>