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                                                                    EXHIBIT 10.1
                            The Centris Group, Inc.
                        1991 Directors Stock Option Plan
                              Amended and Restated
                     As of July 26, 1995 and March 27, 1996

                        ________________________________


I.  General Provisions

        1.1  Purposes of the Plan.  The Centris Group, Inc. has adopted this
1991 Directors Stock Option Plan, to enable the Company to attract and retain
the services of experienced and knowledgeable Non-employee Directors and to
align further their interests with those of the stockholders of the Company by
providing for or increasing the proprietary interests of the Non-employee
Directors in the Company.

        1.2  Plan History.  The Centris Group, Inc. 1991 Directors Stock Option
Plan was originally adopted by the Board of Directors of the Company on March 6,
1991 and approved by the Company's stockholders on May 23, 1991.  It was amended
and restated by the Board of Directors of the Company on December 18, 1991 and
was submitted to and approved by the Company's stockholders at the 1992 Annual
Meeting of Stockholders held on May 27, 1992.  The Plan was further amended and
restated by the Board of Directors of the Company on July 26, 1995 and on March
27, 1996, and will, as so amended, be submitted to the Company's stockholders
for approval at the Company's 1996 Annual Meeting of Stockholders.  Further non-
material amendments were adopted by the Board without stockholder action in
January, 1998.

        1.3  Definitions.  The following terms, when used in this Plan, shall
have the meanings set forth in this Section 1.3:

             (a) "Award" means an award of any Stock Option under the Plan.

             (b) "Board" or "Board of Directors" means the Board of Directors of
the Company.

             (c) "Change in Control" means the following and shall be deemed to
occur if any of the following events occur:

                 (i)   Any "person," as such term is used in Sections 13(d) and
        14(d) of the Securities Exchange Act of 1934, as amended (the "Exchange
        Act"), is or becomes the "beneficial owner" (as defined in Rule 13d-3
        under the Exchange Act), directly or indirectly, of securities of the
        Company representing 25% or more of the combined voting power of the
        Company's then outstanding voting securities;
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                 (ii)  Individuals who, as of the date hereof, constitute the
        Board of Directors (the "Incumbent Board") cease for any reason to
        constitute at least a majority of the Board, provided that any person
        becoming a director subsequent to the date hereof whose election, or
        nomination for election by the Company's stockholders, is approved by a
        vote of at least a majority of the directors then comprising the
        Incumbent Board (other than an election or nomination of an individual
        whose initial assumption of office is in connection with an actual or
        threatened election contest relating to the election of the directors of
        the Company, as such terms are used in Rule 14a-11 of Regulation 14A
        promulgated under the Exchange Act) shall, for the purposes of this
        Plan, be considered as though such person were a member of the Incumbent
        Board;

                 (iii) The stockholders of the Company approve a merger or
        consolidation with any other corporation, other than

                       (A) A merger or consolidation which would result in the
             voting securities of the Company outstanding immediately prior
             thereto continuing to represent (either by remaining outstanding or
             by being converted into voting securities of another entity) more
             than 50% of the combined voting power of the voting securities of
             the Company or such other entity outstanding immediately after such
             merger or consolidation, or

                       (B) A merger or consolidation effected to implement a
             recapitalization of the Company (or similar transaction) in which
             no person acquired 50% or more of the combined voting power of the
             Company's then outstanding voting securities; or

                 (iv)  The stockholders of the Company approve a plan of
        complete liquidation of the Company or an agreement for the sale or
        other disposition by the Company of all or substantially all of the
        Company's assets.

Notwithstanding the preceding provisions of this Section 1.3(c), a Change in
Control shall not be deemed to have occurred (1) if the "person" described in
the preceding provisions of this Section 1.3(c) is an underwriting or
underwriting syndicate that has acquired the ownership of 50% or more of the
combined voting power of the Company's then outstanding voting securities solely
in connection with a public offering of the Company's securities; (2) if the
"person" described in the preceding provisions of this Section 1.3(c) is an
employee stock ownership plan or other employee benefit plan maintained by the
Company (or any of its affiliated companies) that is qualified under the
provisions of the Employee Retirement Security Act of 1974, as amended; or (3)
if the person described in clause (i) of the preceding provisions of this
subsection (c) would not otherwise be a beneficial owner of 25% or more of the
combined voting power of the Company's then
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outstanding voting securities but for a reduction in the number of outstanding
voting securities resulting from a stock repurchase program or other similar
plan of the Company or from a self tender offer of the Company, which plan or
tender offer commenced on or after the date hereof; provided, however, that the
term "person" shall include such person from and after the first date upon which
(A) such person, since the date of the commencement of such plan or tender
offer, shall have acquired beneficial ownership of, in the aggregate, a number
of voting securities of the Company equal to 1% or more of the voting securities
of the Company then outstanding, and (B) such person, together with all
affiliates and associates of such person, shall beneficially own 25% or more the
voting securities of the Company then outstanding.

             (d) "Common Stock" means the common stock of the Company, par value
$0.01 per share.

             (e) "Company" means The Centris Group, Inc., a Delaware
corporation, or any successor thereto.

             (f) "Fair Market Value" of shares of stock shall be calculated on
the basis of the closing price of stock of that class on the day in question
(or, if such day is not a trading day in the U.S. securities markets, on the
nearest preceding trading day), as reported with respect to the principal market
(or the composite of the markets, if more than one) in which such shares are
then traded; or, if no such closing prices are reported, on the basis of the
mean between the high bid and low asked prices that day on the principal market
or national quotation system on which such shares are then quoted; or, if not so
quoted, as furnished by a professional securities dealer making a market in such
shares selected by the Board or a committee of the Board; or if no such dealer
is available, then the Fair Market Value shall be determined in good faith by
the Board.

             (g) "Nonemployee Director" means any member of the Board of
Directors who is not an employee of the Company or of any parent corporation (as
defined in Section 424 of the Internal Revenue Code of 1986, as amended) with
respect to the Company.

             (h) "Participant" means any Nonemployee Director who receives an
Award pursuant to the terms of the Plan.

             (i) "Plan" means The Centris Group, Inc. 1991 Directors Stock
Option Plan, as set forth herein, as amended from time to time.

             (j) "Stock Option" means a right to purchase Common Stock which is
the subject of an Award under this Plan.

        1.4  Common Shares Subject to Plan.
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          (a) Subject to the provisions of Section 1.4(c) and 4.1, the maximum
number of shares of Common Stock which may be issued pursuant to Awards under
this Plan shall not exceed 300,000 (as adjusted for the February, 1998 100%
stock split) shares.

          (b) The shares of Common Stock to be delivered under the Plan shall be
made available, at the discretion of the Board of Directors, either from
authorized but unissued shares of Common Stock, or from previously issued shares
of Common Stock reacquired by the Company, including shares purchased in the
open market.

          (c) Shares of Common Stock, subject to the unexercised portion of any
Stock Option granted under this Plan that expires, terminates or is canceled,
will again become available for grant of further Awards under this Plan.

II.  Awards of Stock Options

     2.1  Award Grants.

          (a) Each Nonemployee Director who is serving as a member of the Board
of Directors as of July 26, 1995 shall automatically be granted, effective as of
July 26, 1995, an Award consisting of Stock Options covering 6,000 (as adjusted)
shares of Common Stock.

          (b) Each Nonemployee Director who is serving as a member of the Board
of Directors on the third business day following the 1996 Annual Meeting of
Stockholders shall automatically be granted an Award consisting of Stock Options
covering 6,000 (as adjusted) shares of Common Stock, effective as of the date of
such grant.

          (c) Each Nonemployee Director who is serving as a member of the Board
of Directors on the third business day following the Annual Meeting of
Stockholders of every calendar year commencing with the 1997 Annual Meeting of
Stockholders shall automatically be granted an Award, effective as of the date
of such grant, consisting of Stock Options covering between 6,000 and 9,000 (as
adjusted) shares of Common Stock, the exact number of Stock Options to be
determined based on the following formula:  (i) if the Company's Return On
Equity is 15% or less, the grant shall be for options representing 6,000 (as
adjusted) shares; (ii) if the Return On Equity is more than 15% but less than
18%, the grant shall be for options representing 8,000 (as adjusted) shares; and
(iii) if the Return On Equity is greater than 18%, the grant shall be for
options representing 9,000 (as adjusted) shares.

          (d) Each Nonemployee Director who is newly appointed or elected as
such after the third business day following the Annual Meeting of Stockholders
of any calendar year, but prior to the Annual Meeting of Stockholders of the
next calendar year, shall, upon the date of such appointment or election,
automatically be granted an Award consisting of Stock Options covering that
number of shares of Common Stock (exclusive of
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fractional shares) equal to the product of 6,000 multiplied by a fraction the
numerator of which is the number of days until the next Annual Meeting of
Stockholders and the denominator of which is 365.

     2.2  Return on Equity.  For purposes of this Article II, "Return On Equity"
for any fiscal year shall mean net income for such fiscal year as determined by
generally accepted accounting principles, divided by stockholders' equity as of
December 31 of the prior fiscal year as reported in the Company's audited
consolidated financial statements.

     2.3  Award Procedures.  All Nonemployee Directors shall receive Awards
under this Plan, which Awards shall be granted automatically as provided in this
Article II.  A Nonemployee Director to whom an Award has been made shall be
notified of the Award, and the Company shall promptly cause to be prepared and
executed a written agreement evidencing the Stock Options which are the subject
of such Award.

     2.4  Securities Law Requirements.  Shares of Common Stock shall not be
offered or issued under this Plan unless the offer, issuance and delivery of
such shares shall comply with all applicable provisions of law, domestic or
foreign, including, without limitation, the Securities Act of 1933, as amended,
the California Corporate Securities Law of 1968, as amended, and the
requirements of any stock exchange upon which the Common Stock may then be
listed.  As a condition precedent to the issuance of shares of Common Stock
pursuant to an Award, the Company may require the Participant to take any
reasonable action to comply with such requirements.

III. Stock Options

     3.1  Purchase Price.  The purchase price of Common Stock issuable upon
exercise of each Stock Option shall be the Fair Market Value, as of the date of
grant of the Stock Option, of the Common Stock subject to such Stock Option.

     3.2  Stock Option Term.  Unless earlier exercised or terminated pursuant
to the provisions of Sections 3.3 or 3.4 of this Article III, each Stock Option
shall expire and no longer be exercisable on a date which is ten years after the
date of grant.

     3.3  Exercise of Stock Options.

          (a) Options covering 25% of the shares of Common Stock subject to a
grant of Stock Options shall become exercisable upon the expiration of each full
year of service as a Nonemployee Director of the Company following the date of
grant of such Stock Options, and such Stock Options may thereafter be
exercisable until all of the Stock Options of such grant are exercised or expire
as provided in this Article III.

          (b) At the time of the exercise of a Stock Option, the purchase price
shall be paid in full in cash, or in shares of Common Stock valued at their Fair
Market Value as of the exercise date.  No fractional shares will be issued
pursuant to the exercise of a
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Stock Option, nor will any cash payment be made in lieu of fractional shares.
Holders of Stock Options may purchase fewer than the total number of shares of
Common Stock granted in a Stock Option, provided that a partial exercise of a
Stock Option may not be for less than 100 shares, unless fewer than 100 shares
remain unexercised in an Award in which case the entire remaining Stock Option
must be exercised at one time.

     3.4  Termination of Director Status.  In the event that the holder of Stock
Options ceases to be a director of the Company as a result of death, disability
or retirement ("Termination"), and provided that such holder has been a director
of the Company for at least one year at the time of Termination, all Stock
Options granted to a Director, whether or not exercisable on the effective date
of such Termination, shall not expire at that time, but shall thereafter
continue to be exercisable by the Option holder (or, in the event of the death
of the Option holder, by the transferee holder pursuant to a will or in
accordance with the laws of descent and distribution) until expiration of the
applicable option term. In the event the option holder dies within one year of
initial election or appointment to the Board, the options will continue to be
exercisable by will or according to the laws of descent and distribution for a
period of three years following the date of death. If for any reason other than
death an optionee ceases to be a Director within one year of the Director's
initial election or appointment to the Board, any options granted under the
Director Plan and held by such Director shall be canceled as of the date of such
termination.

     3.5  Rights With Respect to Common Stock.  No Participant and no
beneficiary or other person claiming under or through such Participant will have
any right, title or interest in or to any shares of Common Stock subject to any
Stock Option unless and until such Stock Option is duly exercised pursuant to
the terms of this Plan.

IV.  Adjustment Provisions

     4.1  Changes in Outstanding Securities.  Subject to Section 4.2 below, (i)
if the outstanding shares of Common Stock of the Company are increased,
decreased or exchanged for a different number or kind of shares or other
securities of the Company, or if additional shares or different shares or other
securities of the Company are distributed in respect of such shares of Common
Stock (or any stock or securities received with respect to such Common Stock),
through reorganization, recapitalization, reclassification, stock dividend,
stock split, reverse stock split, spin-off or other distribution with respect to
such shares of Common Stock (or any stock or securities received with respect to
such Common Stock), or (ii) of the value of the outstanding shares of Common
Stock of the Company is reduced by reason of an extraordinary cash dividend, an
appropriate or proportionate adjustment may be made in (x) the maximum number
and kind of shares provided in Section 1.4 of Article I, and (y) the number and
kind of shares or other securities subject to then outstanding Stock Options,
and (z) the purchase or exercise price for each share of Common Stock subject to
an outstanding Stock Option.

     4.2  Change of Control.  In addition to the adjustments permitted by
Section 4.1 above, upon the occurrence of a Change in Control any outstanding
Stock
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Options not theretofore exercisable shall immediately become exercisable in
their entirety, notwithstanding any of the other provisions of the Plan.

     4.3  Termination of Independent Corporate Status.  Upon the dissolution or
liquidation of the Company or upon a reorganization, merger or consolidation of
the Company with one or more corporations, as a result of which the Company goes
out of existence or becomes a subsidiary of another corporation, or upon a sale
of substantially all of the property of the Company to another corporation (in
each of such cases a "Corporate Termination Event"), this Plan shall terminate.
Any Stock Option theretofore granted under the Plan and not exercised on or
prior to the Corporate Termination Event shall expire and terminate, unless
provision be made in writing in connection with such Corporate Termination Event
for the assumption of the Stock Option or the substitution for such Stock Option
of a new option covering the stock of a successor corporation, or a parent or
subsidiary thereof or of the Company, with appropriate adjustments as to number
and kind of shares and prices, in which event such Stock Option shall continue
in the manner and under the terms so provided.

     4.4  Other Adjustments.  Adjustments under this Article IV will be made by
the Board, whose determination as to what adjustments will be made and the
extent thereof will be final, binding and conclusive. No fractional interests
will be issued under the Plan resulting from any such adjustments.

V.   Miscellaneous Provisions

     5.1  Amendment, Suspension, Termination or Interpretation of the Plan.

          (a) The Board may at any time amend, suspend or terminate the Plan;
provided, however, that no such action shall:

              (i)   increase the maximum number of shares specified in Section
     1.4(a) of Article I, unless approved by the stockholders of the Company;

              (ii)  alter, terminate or impair in any manner which is
     materially adverse to a Participant any Award previously granted;

              (iii) change the nondiscretionary manner in which Awards are made
     under Article II; or

              (iv)  change, more than once in any six-month period, provisions
     of the Plan dealing with the amount of any Award, the purchase price of the
     Common Stock which is the subject of any Award, the timing of the grant of
     any Awards, or the exercisability features of Awards.
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          (b) Questions of interpretation of any of the provisions of the Plan
shall be resolved by competent legal counsel for the Company selected by the
Chief Executive Officer of the Company.

     5.2  Effective Date and Duration of Plan.  This Plan has been approved by
the Board and shall become effective as of March 27, 1996, subject to its
approval by the holders of a majority of the outstanding shares of Common Stock
present in person or by proxy and entitled to vote at the first meeting of the
stockholders of the Company occurring after March 27, 1996. This Plan shall
terminate at such time as the Board, in its discretion, shall determine. No
Award may be granted under the Plan after the date of such termination, but such
termination shall not affect any Award theretofore granted and any shares of
Common Stock subject thereto.

     5.3  Director Status.  Nothing in this Plan or in any instrument executed
pursuant hereto shall confer upon any Nonemployee Director any right to continue
as a member of the Board of Directors of the Company or any subsidiary thereof.

     5.4  No Entitlement to Shares.  No Nonemployee Director (individually or as
a member of a group) and no beneficiary or other person claiming under or
through such Nonemployee Director shall have any right, title or interest in or
to any shares of Common Stock allocated or reserved for the purpose of the Plan
or subject to any Award except as to such shares of Common Stock, if any, as
shall have been issued to such Nonemployee Director. A Nonemployee Director's
rights to any shares of Common Stock issued to the name of such Nonemployee
Director pursuant to an Award under this Plan shall be subject to such
limitations and restrictions as are set forth in or imposed pursuant to this
Plan.

     5.5  Withholding of Taxes.  The Company may make such provisions as it
deems appropriate for the withholding by the Company pursuant to federal or
state income tax laws of such amounts as the Company determines it is required
to withhold in connection with any Award. The Company may require a Participant
to satisfy any relevant tax requirements before authorizing any issuance of
Common Stock to such Participant or payment of any other benefit hereunder to
such Participant. Any such settlement shall be made in the form of cash, a
certified or bank cashier's check or such other form of consideration as is
satisfactory to the Board.

     5.6  Transferability.  No Award granted under this Plan shall be assignable
or transferable except (i) by will or by the laws of descent and distribution,
or (ii) subject to the final sentence of this Section 5.6, upon dissolution of
marriage pursuant to a qualified domestic relations order or, in the discretion
of the Committee and under circumstances that would not adversely affect the
interest of the Company, pursuant to a nominal transfer that does not result in
a change in beneficial ownership. During the lifetime of a Participant, an Award
granted to such person shall be exercisable only by the Participant (or the
Participant's permitted transferee) or such person's guardian or legal
representative. Notwithstanding the foregoing, no Award may be assigned or
transferred in any manner inconsistent with Rule 16b-3.
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     5.7  Other Plans.  Nothing in this Plan is intended to be a substitute for,
or shall preclude or limit the establishment or continuation of, any other plan,
practice or arrangement for the payment of compensation or benefits to directors
generally, which the Company now has or may hereafter lawfully put into effect,
including, without limitation, any retirement, pension, insurance, stock
purchase, incentive compensation or bonus plan.

     5.8  Singular, Plural; Gender.  Whenever used herein, nouns in the singular
shall include the plural, and the masculine pronoun shall include the feminine
gender, as the context may require.

     5.9  Applicable Law.  This Plan shall be governed by, interpreted under and
construed and enforced in accordance with the internal laws of the State of
Delaware.

     5.10 Successors.  The Plan and any agreement with respect to an Award shall
be binding upon the successors and assigns of the Company and upon each
Participant and such Participant's heirs, executors, administrators, personal
representatives, permitted assignees and successors in interest.