Exhibit 10.23

                                    AGREEMENT

This Agreement is dated  November 14, 1997,  and is between  William M. Pastore,
who resides at ____________________________________________ (referred to as "MR.
PASTORE"),  and  Connecticut  General  Life  Insurance  Company,  a  Connecticut
corporation (referred to as "Employer").

MR. PASTORE and Employer,  intending to be legally bound and in consideration of
the promises in this Agreement and Release, mutually agree as follows:

1.        Employer  agrees to provide to MR.  PASTORE the  supplemental  pension
described  in a  memorandum  dated  November  14,  1997 from H.  Edward  Hanway,
President,  CIGNA Healthcare,  to MR. PASTORE. MR. PASTORE agrees that the above
promise and the supplemental pension are adequate consideration for his promises
set forth below.

2.        For  the  twenty-four   month  period  (in  the  event  MR.  PASTORE's
employment is involuntarily terminated without cause, the period shall be twelve
(12) months)  beginning on the day  immediately  following the date MR.  PASTORE
terminates  employment  with a CIGNA  division  and does not  immediately  begin
working for another CIGNA division (hereinafter "Termination Date"), MR. PASTORE
will not,  within any part of the United States where a CIGNA division for which
MR. PASTORE worked during his CIGNA career (hereinafter "Former CIGNA Division")
is doing  business or where,  during the one-year  period ending on  Termination
Date, a Former CIGNA Division has been actively planning to do business:

                    a. engage directly or indirectly, in any capacity (including
                    but  not  limited  to  owner,   sole  proprietor,   partner,
                    shareholder  (unless his holding is for investment  purposes
                    only and is  limited  to less than 1% of the total  combined
                    voting power of all shares),  employee,  agent,  consultant,
                    officer or director) in any business which competes with the
                    HealthCare Division or a Former CIGNA Division; and

                    b. Solicit or attempt to solicit, directly or indirectly, on
                    behalf  on  any  person,  corporation  or  other  entity  in
                    competition with a Former CIGNA Division, any person, entity
                    or business that at the time of the  solicitation  is (or as
                    of Termination Date was) a Former CIGNA Division customer to
                    purchase  any  products  or  services  of a  type  currently
                    available from a Former CIGNA Division; and

                    c.  directly  or  indirectly,  solicit or hire,  solicit the
                    employment or engagement  for hire, or otherwise  attempt to
                    employ or engage for hire,  as an  employee  or  independent
                    contractor  any person who within the eighteen  month period
                    ending on  Termination  Date has been an officer or employee
                    of any CIGNA company,  unless the employment of such officer
                    or employee has been  unilaterally  terminated  by the CIGNA
                    company.

<PAGE>
3.        MR.  PASTORE  acknowledges  that the  Employer  will have no  adequate
remedy at law MR.  PASTORE  violates  the terms of  paragraph  2 above.  In such
event,  Employer  shall have the right,  in addition to any other  rights it may
have,  to obtain in any court of  competent  jurisdiction  injunctive  relief to
restrain any breach or threatened breach of specific  performance of paragraph 2
of this Agreement. If, in any such proceeding, the court finds that the scope of
protections  afforded  Employer or its affiliates is too broad to be enforceable
under  relevant  law, then it is the intent of the parties that the court reduce
the  scope of the  protections,  but only to the  extent  necessary  to make the
protections  enforceable,  and then to  enforce  the  protections  as reduced in
scope.

4.        Employer  and MR.  PASTORE  agree that any of the  following  types of
disagreements,  disputes or claims shall be resolved  exclusively by arbitration
in Hartford  County,  Connecticut  in  accordance  with the  Employment  Dispute
Resolution  Rules  of the  American  Arbitration  Association,  as  modified  by
Employer,  and judgment upon the award rendered by the Arbitrator may be entered
in any court having jurisdiction over the matter:

          a.        those  arising out of or  relating  to the  validity of this
                    Agreement or how it is interpreted or implemented; and

          b.        those  involving in any way MR.  PASTORE's  employment  with
                    Employer or the termination of that employment.

5.        This  Agreement is made and entered into in the State of  Connecticut,
and at all  times  and for all  purposes  shall  be  interpreted,  enforced  and
governed under the laws of Connecticut.

6.        This Agreement  contains the entire agreement  between MR. PASTORE and
Employer  and fully  replaces and  supersedes  any and all prior  agreements  or
understandings between them concerning the subject matter of this Agreement. MR.
PASTORE and  Employer  have not relied upon any other  statement,  agreement  or
contract, whether written or oral, in deciding to enter into this Agreement. Any
amendment to this  Agreement  must be in writing and signed by both Employer and
MR. PASTORE.

IN WITNESS  WHEREOF,  the persons  named below have  signed this  Agreement  and
Release on the dates shown below.

   12/10/97                                   /s/    H. Edward Hanway
---------------                             -------------------------
     Date                                            H. Edward Hanway
                                            on behalf of
                                            CONNECTICUT GENERAL LIFE INSURANCE
                                            COMPANY

   12/9/97                                    /s/    William M. Pastore
---------------                             ----------------------------
     Date                                   William M. Pastore

<PAGE>
11/14/97


                                  Bill Pastore
                 Example Pension Calculations & Enhanced Benefit
ASSUMPTIONS

     - Salary of $345K,  bonus of $275K
     - 5%  increases  in salary and bonus each year
     - No plan changes at CITICORP
     - 8% interest rate

RESTORATION OF CITICORP BENEFIT (ORIGINAL 11/14/95 OFFER LETTER)

o   If you had  stayed at  CITICORP  and  worked  until age 55 and  earned  your
    current salary projected at a 5% increase per year, your total pension would
    have been approximately $200,000 per year at age 55.

o   Your original offer letter  includes a commitment  from CIGNA to ensure that
    the total of your  vested  CITICORP  pension  plus  CIGNA  pension  benefits
    (qualified  and  non-qualified)  will provide the equivalent of this benefit
    (including  death  benefits) if you work here until age 55, with the pension
    payments beginning no sooner than age 55.

o   The offer  letter also  includes a provision  that if you are  involuntarily
    terminated  prior to age 55 except for  cause,  you will  receive  severance
    equal to the sum of one year's salary,  your target bonus and the cash value
    of your unvested restricted stock.

ENHANCED BENEFIT

o   If you  remain  at CIGNA  until age 55 or you are  involuntarily  terminated
    (except for cause)  prior to age 55, you will  receive the  restoration  and
    severance  benefits as  described  above with the  following  modifications,
    contingent upon your signing a standard 2-year non-compete agreement:
    -    CIGNA will  determine  the pension  which would have been earned by you
         had you  remained at CITICORP  with your  Average  Annual  Compensation
         based on amounts actually received at CIGNA (the "hypothetical CITICORP
         pension").
    -    Your  Average  Annual  Compensation  for this  calculation  will be the
         average  of  your  salary  plus  half  of  your  bonus  paid  for the 5
         highest-paid   calendar  years  during  the  final  10  years  of  your
         employment  with CIGNA.  The 5 highest-paid  calendar years used do not
         have to be  consecutive.  If you do not have 5 calendar  years of CIGNA
         service  at  retirement,  the  average  of your  total  years  of CIGNA
         employment  will be used. For example,  if you have 3 years of service,
         your annual  compensation  (salary  plus half of bonus paid) in each of
         those 3 years  is added  together,  then  divided  by three to get your
         Average Annual Compensation.
    -    The number of years of service  will be based on your actual  years and
         full months at CITICORP plus your actual years and full months at CIGNA
         plus the period of full months (if any) you receive severance  payments
         from CIGNA;  however,  the  additional  service for severance  payments
         cannot result in total service exceeding 30 years.
    -    CIGNA will pay you the difference between your actual vested pension at
         CITICORP and the  hypothetical  CITICORP  pension.  These payments will
         come  from the  qualified,  funded  CIGNA  pension  plan to the  extent
         possible, with the remainder paid as a non-qualified unfunded benefit.
o   Based on the same  assumptions as above,  at age 55 your total pension would
    be approximately $280,000 per year payable at age 55, and at age 51 it would
    be $205,000 per year also payable at age 55.

o   The overall  cost to CIGNA for your total  special  pension  arrangement  is
    approximately $1.6-2.0 million.