<PAGE>



                                                              EXHIBIT 10.2


                               SEVERANCE AGREEMENT


         THIS  AGREEMENT  is  made  and  entered  into  as of  this  7th  day of
September,  1997, by and between THE CENTRIS GROUP, INC., a Delaware corporation
(the "Company"), and MARK A. CARNEY ("Executive").

                                    RECITALS

         WHEREAS,  the  Executive is currently employed by the Company and is
considered a key employee of the Company; and

         WHEREAS, the Company desires to retain the services of the Executive;
and

         WHEREAS,  the Company and the Executive desire to set forth the amounts
payable and benefits to be provided by the Company to the Executive in the event
of a  termination  of the  Executive's  employment  with the  Company  under the
circumstances  set forth herein  after the  happening of a Change in Control (as
defined herein);

         NOW,  THEREFORE,  in  consideration  of the  foregoing  and the  mutual
agreements  contained  herein,  and intending to be legally  bound  hereby,  the
parties agree as follows:

                                    AGREEMENT

         1. Continued  Employment.  In reliance upon the promises of the Company
            ---------------------
hereinafter contained,  the Executive agrees that, for a period of not less than
six (6) months commencing on the date set forth above, and subject to reasonable
absences  for  illness,  holiday and  vacation  or personal  leave of absence in
accordance  with the  Company's  policies  and  practices  in effect on the date



                                       1
<PAGE>



hereof,  the Executive will continue his  employment  with the Company and shall
devote his best  efforts to such duties as may be assigned to him by the Company
from time to time.

         2. Other Severance Arrangements.  Except to the extent specifically set
            ----------------------------
forth herein, in the event of the termination of the Executive's employment with
the Company,  the  Executive  shall be entitled to receive any Company  benefits
payable under any employee benefit plan, program,  policy or arrangement as such
may  then  be in  effect,  including  all  such  termination  arrangements  with
Executive that may be described in any employment agreement.

         3. Effective  Date.  This  Agreement  shall be effective as of the date
            ---------------
first above  written  ("Effective  Date") and shall  continue and remain in full
force and  effect  until the  termination  of  Executive's  employment  with the
Company,  unless this Agreement is earlier terminated by the parties in writing.
The completion of six (6) months of employment with the Company by the Executive
as  set  forth  in  Section  1  shall  not  be  a  condition  precedent  to  the
effectiveness  of this  Agreement  or to the payments of amounts or provision of
benefits  hereunder in the event the Executive's  employment with the Company is
terminated under the circumstances described in Section 4(b).

         4. Termination of Employment.
            -------------------------
            (a)     Events Requiring No Payments Under Section 5: In the event
the  Executive's  employment  with the  Company is  terminated  under any of the
following  circumstances,  no payments shall be or become due and owing, and the
Company shall have no other obligations under Section 5 of this Agreement:

                  (i)      By either party for any reason prior to the happening
     of a Change in Control (as hereinafter defined);

                  (ii)     By either party for any reason at any time more than
     two (2) years after a Change in Control;



                                       2
<PAGE>


                  (iii)  By  the  Company  at  any  time,   whether   prior  to,
      contemporaneous  with or subsequent to a Change in Control,  for reason of
      "Cause"  (as  hereinafter  defined) or due to the request or demand of any
      regulatory authority; or

                  (iv)  By  the  Executive  at  any  time,   whether  prior  to,
      contemporaneous  with  or  subject  to  a  Change  in  Control,  upon  his
      retirement  or  resignation  for  reasons  other  than "Good  Reason"  (as
      hereinafter defined).

Notwithstanding  the  foregoing,  nothing  contained  in this Section 4(a) shall
prevent the Executive or his spouse,  heirs,  estate or personal  representative
from  receiving  any amounts  payable under any other plan,  program,  policy or
arrangement that is not a severance plan, program, policy or arrangement.

                  (b) Events  Requiring  Payments  Under Section 5: In the event
the  Executive's  employment  with the  Company is  terminated  under any of the
following  circumstances set forth in (i) and (ii) below, the Company shall make
the payments and provide the benefits as set forth in Section 5:

                           (i)      By the Company,  contemporaneously  with or
      within two (2) years after the happening of a Change in Control, for any
      reason other than (1) for Cause or (2) due to the request or demand of any
      regulatory authority; or

                           (ii)     By the  Executive,  contemporaneously  with
      or within two (2) years after a Change in Control, for Good Reason.

                  (c) For purposes of this  Agreement,  the term  "Cause"  shall
mean (i) the commission by Executive of any material act of fraud or dishonesty;
(ii) a final  conviction  of  Executive of a felony in either a state or federal
court  proceeding;  (iii)  intentional  and  willful  failure  by  Executive  to
faithfully  carry out his  duties and  responsibilities  as an  employee  of the



                                       3
<PAGE>



Company,  after reasonable  notice in writing to and discussion  thereafter with
Executive;  and (iv) Executive engaging in activities which place Executive in a
direct or indirect  conflict with the Company or its interests.  The decision as
to the existence of "Cause," as described in (i), (iii) and (iv) above, shall be
determined  by a majority  of the  Company's  nonemployee  Directors;  provided,
however,  if there is a change in the  composition  of the Board such that those
persons  who  served as  nonemployee  Directors  on the  Effective  Date of this
Agreement  represent  less  than  fifty  percent  (50%) of the  total  number of
nonemployee Directors, then "Cause" shall be determined by use of the Settlement
of Disputes provisions set forth in Section 8 of this Agreement.

                  (d) For  purposes of this  Agreement,  the term "Good  Reason"
shall mean the following five (5) events; provided,  however, that Executive may
waive in writing his  objection to the  occurrence  of any such event,  in which
case such event will no longer constitute "Good Reason":

                           (i)      Any material breach by the Company of its
      obligations contained in this Agreement;

                           (ii)     The  assignment  to the Executive of any
      duties  inconsistent  with the status of his position with the Company as
      such  duties and  position  existed on the day  immediately preceding the
      happening of a Change in Control,  or an alteration in the nature or
      status  of the  Executive's  duties  and  responsibilities  that renders
      the Executive's position to be of less dignity,  responsibility or
      scope  from  that  which  existed  on the day  immediately  preceding  the
      happening of a Change in Control;  provided,  however,  it shall not be an
      event of Good Reason if the  Executive is assigned  additional  duties for
      the Company or any  affiliate or  subsidiary  of the Company which are not
      inconsistent  with the duties described in Section 1 hereof so long as the
      aggregate of all duties  assigned to the Executive in connection  with his
      service with the Company,  its affiliates or  subsidiaries  do not require
      the  Executive  to  devote,   on  a  consistent   and   sustained   basis,
      substantially  more time than other senior level executives of the Company
      are required to devote to their duties;



                                       4
<PAGE>




                           (iii)    A reduction by the Company in the
      Executive's  annual base salary as was in effect on the day  immediately
      preceding the happening of a Change in Control or as the same may be
      increased from time to time;

                           (iv)    The  failure of the  Company  to  continue
     in effect of the  benefits enjoyed by the  Executive  under the Company's
     1988 Employee  Stock Plan or its 1991 Employee  Stock Option Plan or under
     the Company's Incentive Compensation Program, or any other compensation
     plan, program or arrangement, or any of the Company's pension, retirement,
     profit sharing, savings, life insurance, medical, health-and-accident,
     disability or other employee  benefit plans, programs or arrangements as
     they existed on the day immediately preceding the happening of a Change in
     Control, or the failure of the  Company to continue  the  Executive's 
     participation  therein;  or the failure by the Company to provide the
     Executive with the number of paid  vacation  days to which he is entitled
     on the basis of years of service and position with the Company in
     accordance with the Company's normal  vacation  policy, or the failure of
     the Company to continue or if the Company  adversely  changes or reduces
     other specific contractual benefits or perquisites provided to Executive
     as they existed on the day immediately preceding the happening of a Change
     in Control, including, but not limited to, providing an automobile or an
     automobile allowance, club memberships, and dues for professional
     associates for Executive;

                           (v)      The assignment of the Executive to an office
     which is located more than 50 miles from the office at which the Executive
     was primarily performing  his duties on the day immediately preceding the
     happening of a Change in Control.

                  (e) For  purposes  of this  Agreement,  a "Change in  Control"
shall  mean the  occurrence,  after the  Effective  Date  hereof,  of any of the
following  events if such events are not  approved by the Board of  Directors of
the Company prior to their occurrence:



                                       5
<PAGE>



                           (i)      At any  time  during  the  term  of  this
      Agreement,  any  "Person"  (as  such  term  is  used  in Sections  13(d)
      and  14(d) of the  Securities  Exchange  Act of 1934 (the "Exchange Act")
      and  the  regulations  of the  Securities  and  Exchange Commission (the
      "SEC") thereunder, each as in effect on the Effective Date of this
      Agreement  (including  any such  Persons that may be deemed to be acting
      in  concert  with  respect  to the  Company  or  the  acquisition,
      ownership  or  voting  of  Company   securities)   becomes,   directly  or
      indirectly,  the  "Beneficial  Owner" (as  defined in Rule 13d-3 under the
      Exchange Act and the regulations of the SEC thereunder,  each as in effect
      on the Effective  Date of this  Agreement),  without the prior approval of
      the Board of Directors of the Company,  of  outstanding  securities of the
      Company  representing  15% or more of the  combined  voting  power  of the
      Company's then outstanding securities; provided, however, that the concept
      of any Person  becoming  the owner of 15% or more of the  combined  voting
      shares shall not include:  (A) the Company, any wholly owned subsidiary of
      the Company,  any employee  benefit plan of the Company or of a subsidiary
      of the Company, or any Person holding voting shares for or pursuant to the
      terms of any such employee  benefit plan; or (B) any Person if such Person
      would not otherwise be a 15% stockholder but for a reduction in the number
      of outstanding  voting shares resulting from a stock repurchase program or
      other similar plan  instituted by the Company or from a self-tender  offer
      of the Company,  which stock repurchase plan or Company  self-tender offer
      commenced  on or after the  Effective  Date of this  Agreement;  provided,
      however,  that the  concept  of  becoming  the owner of 15% or more of the
      combined voting shares shall include such Beneficial Owner after the first
      date upon which (x) such Person,  since the date of  commencement  of such
      stock repurchase plan or Company  self-tender  offer,  shall have acquired
      Beneficial Ownership of, in the aggregate, additional voting shares of the
      Company representing 1% or more of the voting shares then outstanding, and
      (y) such Person,  together  with all  affiliates  and  associates  of such
      Person,  shall  Beneficially  Own 15% or more of the voting  shares of the
      Company then  outstanding.  In  calculating  the percentage of outstanding
      voting shares that are Beneficially Owned by a Person for purposes of this
      subsection, voting shares that are Beneficially Owned by such Person shall



                                       6
<PAGE>



      be deemed  outstanding,  and voting shares that are not Beneficially Owned
      by such  Person and that are  subject to  issuance  upon the  exercise  or
      conversion of outstanding conversion rights,  exchange rights, warrants or
      options shall not be deemed outstanding. The Board of Directors shall have
      the  sole  and  absolute  authority  to make a final  determination  as to
      whether any Person is or is not to be  considered  a 15%  Stockholder  for
      purposes of this Agreement,  which  determination  shall be conclusive for
      all purposes and shall be binding upon the Company and upon the Executive;

                           (ii)     At any time during the term of this
      Agreement  the  composition  of the Board of  Directors of the Company is
      changed such that persons who were  directors of the Company as of the
      Effective  Date, or persons  nominated or elected as directors by a
      majority of such persons who were  directors as of the Effective  Date, do
      not  continue  to  comprise  a  majority  of the  members of such Board of
      Directors of the Company;

                           (iii)    At any time during the term of this
      Agreement the  stockholders  of the Company approve a merger or
      consolidation  of  the  Company  with,  or  a  reorganization  transaction
      involving  the  Company  and,  any  other  entity,  other  than a  merger,
      consolidation  or   reorganization   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 the  surviving  entity) at least 50% of the combined
      voting  power of the voting  securities  of the Company or such  surviving
      entity outstanding immediately after such merger or consolidation; or

                           (iv)     At any time during the term of this
      Agreement the stockholders of the Company  approve a plan of complete
      liquidation  of the Company or an agreement for the sale or disposition
      by the Company of more than 50% of its  consolidated assets.

         5.  Obligations of the Company Upon  Termination  of  Employment.  Upon
             ------------------------------------------------------------
termination of Executive's  employment with the Company under the  circumstances



                                       7
<PAGE>




set  forth in  Section  4(b),  the  Executive  shall  be  entitled  to  receive,
notwithstanding such termination,  the following payments and to be provided the
following benefits:

                  (a) Salary and Bonus:  Subject to the limitations set forth in
Section 7 hereof,  the Company shall pay to the  Executive  that amount which is
equal to his regular  base salary,  at the rate then in effect,  for a period of
two (2) years,  plus a bonus in an amount  which  shall be equal to the  largest
cash bonus actually received by Executive during his term of employment with the
Company;  provided,  however,  that if  Executive  shall  have  entered  into an
Employment  Agreement  with  the  Company  which  is in  effect  at the  time of
Executive's termination, then and in that event the Company and Executive hereby
agree that upon Executive's  termination  Executive shall be entitled to receive
either (i) the salary and bonus termination payments under this Section 5(a), or
(ii) the salary and bonus terminations  payments provided for in such Employment
Agreement,  whichever salary and bonus termination  payment is the greater;  but
under no conditions shall Executive be entitled to receive upon termination both
the salary and bonus termination payments under this Severance Agreement and the
salary and bonus termination payments under any such Employment Agreement.

                  (b)      Method of Payment:  The payments due to Executive
      under Section 5(a) of this Agreement shall be made as follows:

                           (i)      The Company shall pay to the Executive his
      regular base salary in installments consistent with the Company's payroll
      practices then in effect, or in a  single lump sum payment, whichever
      method is selected by Executive, in his sole discretion;

                           (ii)     The Company shall pay to Executive the
      bonus payments in a single lump sum; and

                           (iii)    Any lump sum payments due to Executive shall
      be paid to Executive on the Effective Date of his termination of
      employment.



                                       8
<PAGE>




                  (c) Other  Benefits:  The Company shall  continue in force for
Executive for a period of two (2) years after  Executive's  termination the life
insurance, medical, health-and-accident and disability benefit plans or programs
then in  effect  on the  date  of  Executive's  termination  from  the  Company;
provided,  however,  that such other  benefits as are set forth in this  Section
5(c) shall not be required to be available to Executive if subsequent employment
by Executive with another employer offers to Executive similar plans or programs
in which the benefits equal or exceed the benefits which Executive could receive
under the Company's plans or programs as provided herein.

         6. No Duty to Mitigate. The Executive shall not be required to mitigate
            -------------------
the amount of any payment  required  hereunder by seeking  other  employment  or
otherwise,  nor shall the  amount  paid  hereunder  be  reduced or offset by any
compensation  earned or received by the Executive as a result of employment with
another  employer,  self-employment  or any amount received from any other plan,
program, policy or arrangement of the Company.

         7.  Nonapplicability  of  Excise  Tax.  The  parties  intend  that this
             ---------------------------------
Agreement  shall govern the rights an obligations of the parties with respect to
severance payments payable upon a termination of Executive's employment with the
Company, and that the excise tax as now provided in Section 280G of the Internal
Revenue  Code  shall  not  be  applicable  to  payments  under  this  Agreement.
Accordingly,  the parties agree that the aggregate amount which shall be paid to
Executive  under this Agreement shall be $1.00 less than that amount which would
make  such  payment  to  Executive  an  "excess  parachute  payment"  under  the
provisions of Sections 280G of the Internal Revenue Code, and to which an excise
tax would be applicable.

         8.       Settlement of Disputes.
                  ----------------------
                  (a) It is specifically  agreed that any controversy or dispute
between   the   parties   to  this   Agreement   involving   the   construction,
interpretation,  application,  performance or breach of the terms,  covenants or
conditions of this Agreement or in any way arising under this  Agreement  shall,
on demand of one of the parties by written  notice hereto served on the other in
the manner  prescribed  in Section 9(a) hereof,  be  determined  pursuant to the
general  reference  procedures  prescribed by California Code of Civil Procedure
Sections 638(1), et seq., as they may be amended from time to time, by a retired
or former  judge of the  Superior  Court  for the  County  of  Orange,  State of
California.   The  parties  intend  this  general  reference   agreement  to  be
specifically enforceable in accordance with said Section 638(1).

                  (b) The  reference may be commenced by any party hereto by the
filing in the Superior Court of the State of California for the County of Orange
of a petition or a motion for a general reference proceeding.

                  (c) The  petition or motion may  designate as a sole referee a
retired judge working with JAMS who is acceptable to that party.  If the parties
to the reference  proceeding  are unable to mutually  agree upon a referee,  the
Presiding  Judge or any judge of the Orange  County  Superior  Court to whom the
matter is assigned  shall  appoint a retired or former  Orange  County  Superior
Court Judge from those listed with JAMS as available to act as a referee.

                  (d) The petition and any opposition or response  thereto shall
recite in a clear and  meaningful  manner the factual  basis of the  controversy
between the parties and  identify  the issues to be submitted to the referee for
decision.

                  (e)  The   parties   acknowledge   that  this   Agreement   is
specifically enforceable and that the decision by the referee is tantamount to a
judgment by a trial  court (CCP ss. 644) and is subject to review in  accordance
with  CCP ss.  645,  and  that  any  judgment  rendered  in the  trial  court is
appealable in the same manner as any other trial court judgment.

                  (f) The parties may agree on limited  discovery.  However,  in
the absence of an  agreement,  each party may: (i) take up to three  depositions
not  totaling  more  than  six  hours  cumulatively;  (ii)  propound  one set of
interrogatories, not to exceed 20 single questions; (iii) serve not more than 10



                                       10
<PAGE>




requests for admissions;  and (iv) propound not to exceed 15 requests to produce
documents,  all as may be  "reasonable,"  as measured by the  circumstances  and
amount in dispute  between the parties.  Any  disagreements  between the parties
regarding discovery matters shall be resolved by the referee.

                  (g) The hearing shall be held within 60 days after the referee
is selected.  The referee shall issue a written  memorandum of decision  setting
forth his findings of fact and conclusions of law.

         9.       Miscellaneous.
                  -------------
                  (a) Notices: All notices and other communications  required or
permitted  to be given  under this  Agreement  shall be in writing  and shall be
deemed to have been duly  given if  delivered  personally  or sent by  certified
mail, return receipt requested,  first-class  postage prepaid, to the parties to
this Agreement at the following addresses:


                  If to the Company:        The Centris Group, Inc.
                                            650 Town Center Drive, Suite 1600
                                            Costa Mesa, California  92626
                                            Attention:  Chief Executive Officer

                  If to Executive:          Mark A. Carney
                                            848 Wedgewood Lane
                                            Carmel, Indiana  46804

or to such  other  address  as either  party to this  Agreement  shall have last
designated  by notice to the other party.  All such  notices and  communications
shall be deemed to have been  received  on the earlier of the date of receipt or
the third business day after the date of mailing thereof.

                  (b) Binding Effect;  Benefits: This Agreement shall be binding
upon and  inure to the  benefit  of the  parties  to this  Agreement  and  their
respective  successors  and  assigns.  Nothing  in this  Agreement,  express  or
implied,  is intended or shall be construed  to give any person,  other than the



                                       11
<PAGE>



parties to this Agreement or their respective  successors or assigns,  any legal
or equitable right,  remedy or claim under or in respect of any agreement or any
provision contained herein.

                  (c) Waiver:  Either party hereto may by written  notice to the
other (i) extend the time for the performance of any of the obligations or other
actions of the other under this Agreement; (ii) waive compliance with any of the
conditions  or covenants of the other  contained  in this  Agreement;  and (iii)
waive or modify  performance  of any of the  obligations of the other under this
Agreement.  Except as  provided  in the  preceding  sentence,  no  action  taken
pursuant to this Agreement,  including, without limitation, any investigation by
or on behalf of any party,  shall be deemed to  constitute a waiver by the party
taking such action of compliance with any representations, warranties, covenants
or agreements  contained  herein.  The waiver by any party hereto of a breach of
any provision of this Agreement shall not operate or be construed as a waiver of
any preceding or succeeding  breach,  and no failure by either party to exercise
any right or privilege hereunder shall be deemed a waiver of such party's rights
or  privileges  hereunder or shall be deemed a waiver of such party's  rights to
exercise the same any subsequent time or times hereunder.

                  (d)      Amendment:  This  Agreement  may  be  terminated,
amended,  modified  or  supplemented  only  by a  written instrument executed
by the Executive and the Company.

                  (e)      Nonassignability:  Neither this  Agreement nor any
right, remedy,  obligation or liability  arising hereunder or by reason hereof
shall be assignable  by either the Company or the  Executive  without the prior
written consent of the other party.

                  (f)      Governing  Law: This Agreement  shall be governed by
and construed in accordance  with the laws of the State of California,
regardless of the law that might be applied under principles of conflict of
laws.



                                       12
<PAGE>




                  (g)      Section and Other  Headings:  The section and other
headings contained in this Agreement are for reference purposes only and shall
not affect the meaning or interpretation of this Agreement.

                  (h)      Withholding  of Taxes:  The  Company  may  withhold
from amounts required to be paid to the Executive  hereunder any applicable
federal, state, local and other taxes with respect thereto; provided, however,
that the Company  shall promptly pay over the amounts so withheld to the
appropriate taxing bodies and provide to the Executive appropriate statements
on forms proscribed for such purposes on the amounts so withheld.

                  (i)      Severability:  If, for any reason, any provision of
this Agreement is held invalid, such invalidity shall not affect any other
provision of this Agreement not held so invalid, and each such other provision
shall, to the full extent consistent with law, continue in full force and
effect. If any provision of this Agreement shall be held invalid in part, such
invalidity shall in no way affect the rest of such provision not held so
invalid, and the rest of such provision, together with all other provisions of
this Agreement,  shall to the full extent consistent with law continue in full
force and effect.  If this Agreement is held invalid or cannot be enforced, then
to the full  extent permitted by law, any prior agreement on the subject matter
of this  Agreement between the Company (or any  predecessor thereof) and the
Executive shall be deemed reinstated as if this Agreement had not been executed.

                  (j) Counterparts: This Agreement may be executed in any number
of  counterparts,  each of which  shall be deemed to be an  original  and all of
which together shall be deemed to be one and the same instrument.


                                       13
<PAGE>


         IN WITNESS  WHEREOF,  the  Company  has  caused  this  Agreement  to be
executed  by a duly  authorized  officer,  and the  Executive  has  signed  this
Agreement, all as of the date first above written.


         Company:                      THE CENTRIS GROUP, INC.
         -------


                                       By /S/  DAVID L. CARGILE
                                          ---------------------
                                          DAVID L. CARGILE
                                          President and Chief Executive Officer


         Executive:
         ---------


                                       /S/ MARK A. CARNEY
                                       ------------------
                                       MARK A. CARNEY



                                       14
<PAGE>