AMENDMENT TO EMPLOYMENT AGREEMENT

     AMENDMENT dated as of March 18, 1998, by and between Kaye Group Inc., a
Delaware corporation ("Employer"), and Michael P. Sabanos ("Employee").

     WHEREAS, Employer and Employee entered into an Employment Agreement
("Agreement"), made effective May 15, 1996, which is incorporated herein in its
entirety; and

     WHEREAS, Employer and Employee desire to effect certain amendments to the
Agreement, all as more fully set forth herein;

     NOW, THEREFORE, in consideration of the mutual promises and covenants
hereinafter set forth and for good and valuable consideration, the receipt and
sufficiency of which is hereby acknowledged, the parties hereby agree as
follows:

1. Defined Terms. Capitalized terms not otherwise defined herein shall have the
meaning ascribed to them in the Agreement.

2. Section 3.1.1 of the Agreement is hereby amended in its entirety and replaced
with the following:

          _______An annual salary of $250,000, payable bi-weekly or at such
     other interval as Employer may establish for its usual payroll payment and
     subject to required withholding of taxes, social security, benefit
     payments, etc.

3. Section 4.1 and 4.2 of the Agreement are hereby amended in their entirety and
replaced with the following:

          Employer and Employee acknowledge that Employee is an "employee at
     will." The employment of Employee hereunder and the Term of this Agreement
     (the "Term") shall commence on June 1, 1998, and shall continue thereafter
     unless and until notice of termination is given in writing by either party
     at least sixty (60) days prior to the termination date.

4. Section 5.5 of the Agreement is hereby amended in its entirety and replaced
with the following:

          Restrictive Covenant

     In the event that Employee ceases to be an employee of Employer for any
     reason ("Withdrawal from the Company"), Employee may conduct business in
     competition with Employer. However, for the two year period immediately
     following the Withdrawal from the Company, Employee may not:

          (i) solicit, join, provide services to, advise, give assistance to, or
          contact any person or entity who


2


<PAGE>


          was a client of Employer, or any employee of such client, with respect
          to the provision of insurance or insurance-related services;

          (ii) solicit any persons or entities who, to the knowledge of
          Employee, are or were identified through leads developed while
          Employee was employed by Employer;

          (iii) solicit professional relationships introduced to such Employee
          by any employee or client of Employer while Employee was an employee
          of Employer;

          (iv) offer employment to or employ any person who is then, or had been
          within 6 months of such offer, an employee of Employer; or

          (v) solicit any employee of Employer to terminate his or her
          employment.

Employee acknowledges that a material part of his/her current and future
compensation, including salary increases and/or bonuses, is being paid in
consideration for Employee's promises to honor the restrictive covenants and
confidentiality aspects of this Employment Agreement. The Employee agrees that
the restrictive covenants and confidentiality provisions set forth in this
Employment Agreement are both reasonable and necessary to protect the vital
interests of Employer and to promote an open and productive working relationship
between Employer and Employee, from which Employee will benefit.

4. Section 6.11 of the Agreement is hereby amended to add the following
sentence.

Employee acknowledges that, in connection with this Agreement, Employee has been
advised to seek the advise of counsel and is now so advised.

5. Section 7a.i.(B) of the Agreement is hereby amended as follows:

     The words "12 months" shall replace the words "18 months" in both places in
     which such words appear.

IN WITNESS WHEREOF, the undersigned have executed this Amendment as of the date
above written.

MICHAEL P. SABANOS                  KAYE  GROUP INC.


______________________________      By:___________________________________
                                        Bruce D. Guthart, President & CEO


3