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                           SAGE INSURANCE GROUP, INC.
                         NON-QUALIFIED COMPENSATION PLAN






                            Effective January 1, 1999
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                                Table of Contents
<TABLE>
<CAPTION>

           SECTION                                                                                                       PAGE
<S>                                                                                                                        <C>
1.         ESTABLISHMENT AND PURPOSE........................................................................................1
2.         DEFINITIONS......................................................................................................1
           2.1.      Accounts...............................................................................................1
           2.2.      Accrual Adjustments....................................................................................1
           2.3.      Benefits...............................................................................................2
           2.4.      Code...................................................................................................2
           2.5.      Committee..............................................................................................2
           2.6.      Compensation...........................................................................................2
           2.7.      Deferred Compensation Account..........................................................................2
           2.8.      Deferral Election......................................................................................2
           2.9.      Designated Beneficiary.................................................................................2
           2.10.        Election Advice Form................................................................................3
           2.11.        Elective Deferral Account...........................................................................3
           2.12.        Effective Date......................................................................................3
           2.13.        ERISA...............................................................................................3
           2.14.        Excess Compensation.................................................................................3
           2.15.        Investment Adjustment Percentage....................................................................3
           2.16.        Plan................................................................................................3
           2.17.        Plan Year...........................................................................................4
           2.18.        Qualified Plan......................................................................................4
           2.19.        Rabbi Trust.........................................................................................4
           2.20.        Sage................................................................................................4
           2.21.        Unforeseeable Emergency.............................................................................4
3.         ADMINISTRATION...................................................................................................4
4.         ELIGIBILITY......................................................................................................5
           4.1.      Deferred Compensation Account..........................................................................5
           4.2.      Elective Deferral Account..............................................................................5
5.         VESTING..........................................................................................................5
           5.1.      Elective Deferral Account..............................................................................5
           5.2.      Deferred Compensation Account..........................................................................5
6.         PLAN ACCRUALS....................................................................................................5
           6.1.      Deferred Compensation Account..........................................................................5
           6.2.      Elective Deferral Account..............................................................................6
           6.3.      Elective Deferrals.....................................................................................6
           6.4.      Accrual Adjustment.....................................................................................6
           6.5.      Investment Adjustment..................................................................................7
7.         BENEFITS.........................................................................................................8
           7.1.      Termination of Employment..............................................................................8
           7.2.      Death Benefit..........................................................................................8
           7.3.      Unforeseeable Emergency................................................................................8
           7.4.      Time of Payment........................................................................................8
</TABLE>

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<TABLE>
<CAPTION>

<S>                                                                                                                        <C>
8.         SOURCE OF BENEFITS...............................................................................................8
9.         RABBIT TRUST.....................................................................................................9
10.        ASSIGNMENT.......................................................................................................9
11.        NO RETENTION OF SERVICES.........................................................................................9
12.        REORGANIZATION...................................................................................................9
13.        AMENDMENT AND TERMINATION........................................................................................9
14.        GOVERNING LAW....................................................................................................9
15.        HEADINGS; GENDER.................................................................................................9
16.        INTERPRETATION OF THE PLAN.......................................................................................9
17.        LEGAL FEES......................................................................................................10
18.        GENERAL CREDITOR STATUS AND UNFUNDED OBLIGATION.................................................................10
19.        TAX AND ERISA STATUS............................................................................................10
20.        CLAIMS PROCEDURE................................................................................................10
           20.1.        Claims for Benefits................................................................................10
           20.2.        Review of Denial of Claims.........................................................................11
           20.3.        Decision on Review of Denial.......................................................................11
21.        SELECT GROUP OF EMPLOYEES.......................................................................................11

</TABLE>

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                           SAGE INSURANCE GROUP, INC.
                         NON-QUALIFIED COMPENSATION PLAN

                  THIS NON-QUALIFIED COMPENSATION PLAN (Plan") is adopted this
         __ day of May, 1999, by Sage Insurance Group, Inc., a Delaware
         corporation ("Sage") with its office and principal place of business in
         Stamford, Connecticut.

         RECITALS:

                  Sage currently maintains a money purchase pension plan
         ("Qualified Plan") for the benefit of its eligible employees. Under the
         current terms and conditions of the Qualified Plan, participants are
         entitled to an annual contribution equal to 10.5% of the participant's
         eligible compensation.

                  Sage desires to provide benefits under this Plan to a select
         group of management or highly compensated employees whose compensation
         is in excess of the compensation limits mandated pursuant to Section
         401(a)(17) of the Internal Revenue Code of 1986 ("Code") and the
         contribution limitations imposed pursuant to Section 415 of the Code.

                  Sage further desires to provide benefits under this Plan to a
         select group of management or highly compensation employees desiring to
         make deferral elections under the Plan, whether or not the select group
         of employees have Compensation in excess of the limitations imposed
         pursuant to Section 401(a)(17) of the Code.

         AGREEMENT:

         Sage hereby adopts the following Plan:

1. ESTABLISHMENT AND PURPOSE

         Sage hereby establishes the Plan for the purpose of providing deferred
         compensation benefits to Sage employees eligible to participate in the
         Plan.

2. DEFINITIONS

    2.1. ACCOUNTS.


         The Deferred Compensation Account established pursuant to Section 6.1
         and the Elective Deferral Account established pursuant to Section 6.2.

    2.2. ACCRUAL ADJUSTMENTS.


         Adjustments to Deferred Compensation Accounts based upon accruals
         required pursuant to Section 6.4.
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    2.3. BENEFITS.


         The accruals made by Sage pursuant to Section 6 of the Plan.

    2.4. CODE.


         The Internal Revenue Code of 1986, as subsequently amended from time to
         time.

    2.5. COMMITTEE.


         The Committee appointed pursuant to Section 3 by the Board of Directors
         of Sage to administer the Plan.

    2.6. COMPENSATION.

         a. Elective Deferral Accounts. For purposes of Deferral Elections,
         Compensation shall mean cash remuneration paid by Sage to an employee
         for services rendered which is reported to the employee on Treasury
         Form W-2 for each Plan Year.

         b. Deferred Compensation Accounts. For purposes of Accrual Adjustments
         for Deferred Compensation Accounts the terms Compensation shall have
         the same meaning used in the Qualified Plan; provided, however that the
         limitations under Section 401(a)(17) of the Code shall not apply in
         determining Compensation.

    2.7. DEFERRED COMPENSATION ACCOUNT.


         The book reserve account maintained for the Participant pursuant to
         Section 6.1.

    2.8. DEFERRAL ELECTION.


         The election by a Participant to defer a portion of the Participant's
         Compensation to the Plan pursuant to Section 6.3.

    2.9. DESIGNATED BENEFICIARY.


         The person or persons designated by a Participant in writing to receive
         all or part of the Participant's Accounts upon the Participant's death
         provided such designation is delivered to the Committee prior to the
         Participant's death. A designation may be replaced by a new beneficiary
         designation or may be revoked by the Participant at any time by written
         notice delivered to the Committee prior to the Participant's death. If
         no Designated Beneficiary has been designated or if no Designated
         Beneficiary is

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         living at the time of the Participant's death, the payment of Benefits
         credited to the Participant's Accounts shall be made to the
         Participant's estate. If the Participant is unable to locate a
         Designated Beneficiary, payment shall be made entirely to the
         Designated Beneficiaries that can be located or, if no other Designated
         Beneficiaries were named or can be located, to the Participant's
         estate.

   2.10. ELECTION ADVICE FORM.


         The Form utilized by the Committee pursuant to Section 6.5b permitting
         Participants to advise the Trustee of a Rabbi Trust of their
         theoretical investments preferred for the Plan.

   2.11. ELECTIVE DEFERRAL ACCOUNT.


         The Account established for a Participant pursuant to Section 6.2.

   2.12. EFFECTIVE DATE.


         The Effective Date of this Plan which is January 1, 1999.

   2.13. ERISA.


         The Employee Retirement Income Security Act of 1974, as subsequently
         amended.

   2.14. EXCESS COMPENSATION.


         Compensation paid by Sage to the Participant for the Plan Year in
         excess of the allowable maximum compensation permitted pursuant to
         Section 401(a)(17) of the Code.

   2.15. INVESTMENT ADJUSTMENT PERCENTAGE.


         That percentage adjustment for the accruals of Benefits of the
         Participant made pursuant to Section 6.4b.

   2.16. PLAN.


         The Sage Insurance Group, Inc. Non-Qualified Compensation Plan, as
         provided in this Plan document.

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   2.17. PLAN YEAR.


         The 12-consecutive month period beginning on each January 1 and ending
         on the immediately following December 31.

   2.18. QUALIFIED PLAN.


         The Money Purchase Pension Plan maintained by Sage for the benefit of
         its eligible employees, and known as the Sage Insurance Group, Inc.
         Retirement Plan.

   2.19. RABBI TRUST.


         The grantor trust established by Sage pursuant to Section 9 in order to
         accumulate funds to pay Benefits under the Plan.

   2.20. SAGE.


         Sage Insurance Group, Inc., a Delaware corporation with its office and
         principal place of business in Stamford, Connecticut.

   2.21. UNFORESEEABLE EMERGENCY.


         An Unforeseeable Emergency shall mean a severe financial hardship to
         the Participant resulting from (1) a sudden and unexpected illness or
         accident of the Participant or of a dependent of the Participant (2)
         the loss of the Participant's property due to casualty, or (3) other
         similar extraordinary and unforeseeable circumstances arising as a
         result of events beyond the control of the Participant.

3. ADMINISTRATION.

         This Plan shall be administered by a Committee appointed periodically
         by the Board of Directors of Sage. The Committee shall have the
         exclusive responsibility and complete discretionary authority to
         control the operation and the administration of this Plan, with all
         powers necessary to enable the Committee to properly carry out such
         responsibility, including, but not limited to, the power to construe
         the terms of this Plan, to determine status, coverage and eligibility
         for Benefits, and to resolve all interpretive, equitable and other
         questions that shall arise in the operation and administration of this
         Plan. All actions or determinations of the Committee shall be final,
         conclusive and binding on all persons.

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4. ELIGIBILITY.

    4.1. DEFERRED COMPENSATION ACCOUNT.


         Any employee of Sage (1) who is eligible for participation and is a
         participate in the Qualified Plan, and (2) whose Compensation is in
         excess of the maximum dollar limitation established pursuant to Section
         401(a)(17) of the Code, and (3) is a member of a select group of
         management or highly compensated employees, shall be eligible to
         participate in this Plan as of the January 1 coinciding with or
         immediately following the date on which the employee becomes a
         participate in the Qualified Plan.

    4.2. ELECTIVE DEFERRAL ACCOUNT.


         Any employee of Sage (1) who is eligible for participation in this Plan
         pursuant to Section 4.2 and (2) any other employee who is a highly
         compensated employee within the meaning of Section 414 of the Code and
         (3) who is otherwise in a select group of management or highly
         compensation employees of Sage, shall be eligible to participate in the
         Plan by making Elective Deferrals under the Plan. The individual shall
         be eligible to participant in the Elective Deferral potion of the Plan
         as of the January 1 coinciding with or next following satisfying the
         conditions of eligibility set forth in this Section 4.2.

5. VESTING.

    5.1. ELECTIVE DEFERRAL ACCOUNT.


         A Participant shall be fully vested at all times in all amounts
         credited to the Participant's Elective Deferral Account.

    5.2. DEFERRED COMPENSATION ACCOUNT.


         A Participant shall vest in the Participant's Deferred Compensation
         Account in accordance with the vesting schedule applicable under the
         Qualified Plan.

6. PLAN ACCRUALS.

    6.1. DEFERRED COMPENSATION ACCOUNT.


         Sage shall establish a book reserve account, to be called the Deferred
         Compensation Account, in the name of each Participant. The Deferred
         Compensation Account shall be adjusted by the amounts determined under
         the Accrual Adjustments required pursuant to Section 6.4a and the
         Investment Adjustments required pursuant to Section 6.4b.

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    6.2. ELECTIVE DEFERRAL ACCOUNT.


         Sage shall establish a book reserve account, to be called the Elective
         Deferral Account, in the name of each Participant. The Elective
         Deferral Account shall be adjusted by the amounts determined under the
         Accrual Adjustments required pursuant to Section 6.4b and the
         Investment Adjustments required pursuant to Section 6.4b.

    6.3. ELECTIVE DEFERRALS.

                  a. A Participant may elect in writing, on a form acceptable to
                  the Committee, to defer receipt of a portion of the
                  Participant's Compensation paid by Sage. Such Compensation
                  shall be deferred in accordance with procedures established by
                  the Committee, and the Committee shall establish and
                  communicate to each Participant the maximum deferral amount
                  permitted for any Plan Year. Deferral Elections shall be made
                  only on forms provided by the Committee.

                  b. The Deferral Election may be made during the December
                  immediately preceding the Plan Year for which such
                  Compensation is payable. An eligible employee who initially
                  becomes a Participant in the Plan during a Plan Year shall be
                  permitted to make a Deferral Election not later than 30 days
                  after the individual becomes a Participant with respect to
                  Compensation earned and paid after the date the election is
                  made. A Deferral Election is irrevocable for the Plan Year for
                  which made and shall continue to apply to future Plan Years
                  unless changed by the Participant. A Participant may change
                  the Deferral Election each December with such change effective
                  with respect to Compensation earned and payable for the
                  immediately following Plan Year. Deferral Elections may also
                  be made out of bonus Compensation, with Deferral Elections
                  being made prior to the declaration and payment of the bonus.

    6.4. ACCRUAL ADJUSTMENT.

                  a. Deferred Compensation Account. Sage shall credit to each
                  Deferred Compensation Account of each Participant for each
                  Plan Year an amount equal to the Participant's Excess
                  Compensation for the Plan Year multiplied by 10.5%. The
                  Accrual Adjustment shall be made as of the last day of each
                  calendar month and shall be made within 30 days following the
                  end of the calendar month. Sage may use reasonable estimates
                  of Compensation and Excess Compensation throughout the Plan
                  Year in making accruals. The book reserve account shall
                  represent a journal entry reserve account, unfunded by Sage.

                  b. Elective Deferral Account. Sage shall credit to each
                  Elective Deferral Account of each Participant for each
                  calendar month an amount equal to the Participant's Elective
                  Deferral Election made pursuant to Section 6.3. The


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                  Accrual Adjustment shall be made as of the last day of each
                  calendar month for which Elective Deferrals are made and shall
                  be made within 30 days following the end of the calendar
                  month. The book account reserve shall represent a journal
                  entry reserve account, unfunded by Sage.

    6.5. INVESTMENT ADJUSTMENT.

                  a. The Accounts of each Participant shall be adjusted as of
                  the end of each calendar quarter by an amount equal to the
                  balance to the credit of each Account multiplied by the
                  Investment Adjustment Percentage. The Investment Adjustment
                  shall be made within 30 days following the end of each
                  calendar quarter.

                  b. In connection with the sponsorship of this Plan, Sage may
                  establish a Rabbi Trust. Under the Rabbi Trust each
                  Participant shall have the election to advise the Trustee
                  regarding the theoretical investments which the Participant
                  would make if the Participant were permitted to invest the
                  funds under the Rabbi Trust at the time the Election Advice
                  Form is delivered to the Trustee and allowing sufficient time
                  for appropriate investment adjustments. If the Participant
                  files an Election Advice Form with the Trustee, or an
                  appropriate investment advisor appointed by the Trustee, the
                  Investment Adjustment Percentage for that calendar quarter
                  shall be equal to the investment return that an investment
                  equal to the Account would have earned if invested by the
                  Trustee in such fashion. A Participant may change the election
                  by submitting a revised Election Advice Form to the Trustee,
                  or the appropriate investment advisor. The revised election
                  shall be effective as soon as administratively practicable
                  taking into account reasonable time for information delivery.

                  c. If a Rabbi Trust is established and an Election Advice Form
                  is not filed during any period, the Investment Adjustment
                  Percentage for the calendar quarter shall be equal to the
                  investment return that the Rabbi Trust would have earned if
                  the Trustee had invested the balance to the credit of a
                  Participant's Account in a manner identical to the investments
                  actually made by the Trustee for the period.

                  d. During any period that a Rabbi Trust Account is not
                  established for an Account of a Participant, the Investment
                  Adjustment shall be equal to the return on the Participant's
                  individual account under the Qualified Plan. If the
                  Participant does not have an individual account under the
                  Qualified Plan the Investment Adjustment Percentage shall be
                  imputed to be the investment return for the applicable period
                  under the Qualified Plan.

                  e. Because the Plan is being established in December 1998, no
                  Investment Adjustments shall be made for the 1998 Plan Year.

                                       7
<PAGE>   11
7. BENEFITS.

    7.1. TERMINATION OF EMPLOYMENT.


                  In the event of the Participant's termination of employment
                  with Sage, for any reason whatsoever, the Participant shall
                  receive a lump sum cash payment from Sage in an amount equal
                  to the vested balance to the credit of the Participant's
                  Accounts. The payment of the Benefit shall be subject to any
                  and all withholding requirements to which deferred
                  compensation benefits may be subject under federal, state or
                  local law.

    7.2. DEATH BENEFIT.


                  In the event of the Participant's death, the Benefit shall be
                  paid to the Participant's Designated Beneficiary.

    7.3. UNFORESEEABLE EMERGENCY.


                  A Participant may request a distribution due to Unforeseeable
                  Emergency by submitting a written request to the Committee
                  accompanied by evidence to demonstrate that the circumstances
                  being experienced qualify as an Unforeseeable Emergency. The
                  Committee shall have the authority to require such evidence as
                  it deems necessary to determine if a distribution is
                  warranted. If an application for a hardship distribution due
                  to an Unforeseeable Emergency is approved, the distribution is
                  limited to an amount sufficient to meet the emergency. The
                  allowed distribution shall be payable in a method determined
                  by the Committee as soon as possible after approval of such
                  distribution. A Participant who has commenced receiving
                  installment payments under the Plan may request acceleration
                  of such payments in the event of an Unforeseeable Emergency.
                  The Committee may permit accelerated payments to the extent
                  such accelerated payment does not exceed the amount necessary
                  to meet the emergency.

    7.4. TIME OF PAYMENT.


                  All Benefits must be paid within 60 days following the
                  Participant's termination of employment or death, whichever is
                  applicable. Distributions due as a result of the determination
                  by the Committee of an Unforeseeable Emergency shall be made
                  as soon as administratively feasible after making the
                  determination.

8. SOURCE OF BENEFITS.

         Benefits shall constitute an unfunded, unsecured promise by Sage to
         provide such payments in the future, as and only to the extent such
         Benefits become payable. Benefits shall be paid from the general assets
         of Sage, and no person shall, by virtue of this Plan, have any interest
         in such assets (other than as an unsecured creditor of Sage).

                                       8
<PAGE>   12
9. RABBI TRUST.

         Sage may establish a grantor trust described in Treasury Regulation
         Section 1.677(a)-(d) to accumulate funds to pay Benefits under the Plan
         to Participants. The Rabbi Trust assets shall be subject to the claims
         of Sage's general creditors and shall be used to satisfy the claims of
         Sage's general creditors in the event Sage is "Insolvent" under the
         terms of the Rabbi Trust.

10. ASSIGNMENT.

         Except as otherwise provided by this Plan, it is agreed that neither a
         Participant nor a Designated Beneficiary nor any other person or
         persons shall have any right to commute, sell, assign, transfer,
         encumber, pledge or otherwise convey the right to receive any Benefits
         hereunder. All Benefits and the accompanying rights are expressly
         declared to be nontransferable.

11. NO RETENTION OF SERVICES.

         Benefits payable under this Plan shall be independent of, and in
         addition to, any other compensation payable by Sage to a Participant,
         whether fees, bonus, retirement income under employee benefit plans
         sponsored or maintained by Sage or otherwise. This Plan shall not be
         deemed to constitute a contract of employment between Sage and any
         Participant.

12. REORGANIZATION.

         Sage agrees that it will not merge or consolidate with any other
         corporation or organization, or permit its business activities to be
         taken over by any other organization, unless and until the succeeding
         or continuing organization shall expressly assume the rights and
         obligations of Sage under this Plan. Sage further agrees that it will
         not cease its business activities or terminate its existence, other
         than as set forth in this paragraph, without having made adequate
         provision for the fulfillment of its obligation hereunder.

13. AMENDMENT AND TERMINATION.

         Sage may amend or terminate the Plan at any time, provided that no such
         amendment or termination shall, without the written consent of an
         affected Participant, alter or impair any rights of the Participant
         under the Plan.

14. GOVERNING LAW.

         This Plan shall be construed and governed in all respects under and by
         the laws of the state of Delaware. If any provision of this Plan shall
         be held by a court of competent jurisdiction to be invalid or
         unenforceable, the remaining provisions hereof shall continue to be
         fully effective.

15. HEADINGS; GENDER.

         Headings and subheadings in this Plan are inserted for convenience and
         reference only and constitute no part of this Plan. This Plan shall be
         construed, where required, so that the masculine gender includes the
         feminine.

16. INTERPRETATION OF THE PLAN.

         The Committee shall have sole and absolute discretion to administer,
         construe, and


                                       9
<PAGE>   13
         interpret the Plan, and the decisions of the Committee shall be
         conclusive and binding on all affected parties.

17. LEGAL FEES.

         In the event any dispute shall arise between a Participant and Sage as
         to the terms or interpretation of this Plan, whether instituted by
         formal legal proceedings or otherwise, including any action taken by a
         Participant to enforce the terms of this Plan or in defending against
         any action taken by Sage, Sage shall reimburse the Participant for all
         costs and expenses, including reasonable attorneys' fees, arising from
         such dispute, proceedings or actions; provided that the Participant
         shall return such amounts to Sage if the Participant fails to obtain a
         final judgment by a court of competent jurisdiction or obtain a
         settlement of such dispute, proceedings, or actions substantially in
         the Participant's favor. Such reimbursements to a Participant shall be
         paid within 10 days of the Participant furnishing to Sage written
         evidence, which may be in the form, among other things, of a canceled
         check or receipt, of any costs or expenses incurred by the Participant.
         Any such request for reimbursement by a Participant shall be made no
         more frequently than at 30 day intervals.

18. GENERAL CREDITOR STATUS AND UNFUNDED OBLIGATION.

         This Plan constitutes a mere contractual promise by Sage to make the
         future payments as provided under this Plan to Participants and, where
         applicable, to Designated Beneficiaries. Notwithstanding any other
         provision of this Plan to the contrary, a Participant and the
         Participant's Designated Beneficiary shall be treated as general,
         unsecured creditors of the Plan, at all times under the Plan. Neither a
         Participant nor a Designated Beneficiary shall have any preferred claim
         on, or any beneficial interest in, any assets of the Plan or the Rabbi
         Trust, if any, maintained in connection with this Plan, or any other
         person which is superior in any manner to the right of any other
         general and unsecured creditor of Sage.

19. TAX AND ERISA STATUS.

         It is the intention of Sage that the Deferred Compensation Accounts be
         unfunded for tax purposes and this Plan shall be construed and operated
         to effect such intent. Further, it is intended that the recognition of
         income on amounts accrued for a Participant (and any related
         adjustments) shall be determined under Section 451(a) of the Code and
         such recognition shall be deferred until such amounts are actually
         received by the Participant. Further, it is intended that this Plan not
         be subject to the provisions of ERISA, with the exception of limited
         provisions of ERISA applicable to plans of deferred compensation for
         the benefit of a select group of management or highly compensated
         employees.

20. CLAIMS PROCEDURE.

   20.1. CLAIMS FOR BENEFITS.

         Any claim for Benefits shall be made in writing to the Committee. In
         the event such a claim to all or any part of any Benefit under this
         Plan shall be denied, the Committee shall provide to the claimant,
         within 90 days (or such additional period required by special
         circumstances, but not to exceed an additional 90 days, provided


                                       10
<PAGE>   14
         written notice of the extension shall be furnished to the claimant
         prior to the commencement of the extension) after receipt of such
         claim, a written notice setting forth, in a manner calculated to be
         understood by the claimant:

                  a. The specific reason or reasons for the denial.

                  b. Specific references to the pertinent Plan provisions on
                  which the denial is based.

                  c. A description of any additional material or information
                  necessary for the claimant to perfect the claim and an
                  explanation as to why such material or information is
                  necessary.

                  d. An explanation of the Plan's procedure for review of the
                  denial of a claim.

   20.2. REVIEW OF DENIAL OF CLAIMS.


         Within 60 days after receipt of the above material, the claimant may
         appeal the claim denial to the Committee for a full and fair review.
         Within such 60 days, the claimant or the Claimant's duly authorized
         representative:

                  a. May request a review upon written notice to the Committee.

                  b. May review pertinent documents.

                  c. May submit issues and comments in writing.

   20.3. DECISION ON REVIEW OF DENIAL.


         A decision by the Committee will be made not later than 60 days (or
         such additional period required by special circumstances, but not to
         exceed an additional 60 days, provided, written notice of the extension
         shall be furnished to the claimant prior to the commencement of the
         extension) after receipt of a request for review. The Committee's
         decision on review shall be written and shall include specific reasons
         for the decision, written in a manner calculated to be understood by
         the claimant, with specific references to the pertinent Plan provisions
         on which the decision is based.

21. SELECT GROUP OF EMPLOYEES.

         The determination of whether an employee is a member of a select group
         of management or highly compensated employees shall be determined
         consistent with Sections 201(2), 301(a)(3) and 401(a) of ERISA.

         Adopted this __ day of May, 1999.






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                                                   SAGE INSURANCE GROUP, INC.


                                                   By_________________________

                                                   Title________________________



















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