EXHIBIT 10.44

                                FIRST AMENDMENT
                                     TO THE
                     LAW COMPANIES GROUP, INC. PENSION PLAN

         THIS FIRST AMENDMENT to the Law Companies Group, Inc. Pension Plan (the
"Plan"),  made as of the day and  year  noted on the last  page  hereof,  by Law
Companies Group, Inc. (the "Corporation"), to be effective as noted below.

                                                W I T N E S S E T H:

         WHEREAS,  the  Corporation  sponsors  and  maintains  the  Plan for the
exclusive  benefit of its employees and their  beneficiaries,  and,  pursuant to
Section 8.4(b)  thereof,  the Corporation has the right to amend the Plan at any
time; and

         WHEREAS,  the Corporation wishes to amend the Plan at this time for the
purpose of (i) providing that the  Administrative  Committee  shall be the "plan
administrator"  as defined in ERISA  ss.(3)(16)(A)  for the Pension  Plan,  (ii)
providing that the  Administrative  Committee shall have the  responsibility  to
manage and/or  control the assets of the Pension Plan (except to the extent that
such  responsibility  has been provided to one or more trustees  under any trust
accompanying  the Pension Plan),  (iii) providing that the assets of the Pension
Plan may be invested in group  annuity  contracts or other  investments,  as the
Administrative  Committee shall select,  (iv) providing that the  Administrative
Committee  and/or any  trustees  of the  Pension  Plan may  appoint  one or more
investment  managers to manage,  acquire or dispose of some or all of the assets
of  the  Pension   Plan,   to  the  extent  such   committee  or  trustees  have
responsibility  to manage and/or  control such assets,  (v)  providing  that the
Administrative   Committee   may   delegate   any  or  all  of  its  powers  and
responsibilities to other individuals or entities selected by the Administrative
Committee  to the  extent  consistent  with  the  requirements  of  ERISA,  (vi)
modifying  other terms and  provisions of the Pension Plan for  compliance  with
certain  modified legal  requirements  applicable to the Plan such as amendments
required by the Pension  Protection  Act of 1994  ("GATT"),  and (vii) for other
purposes;

         NOW,  THEREFORE,  the Plan is hereby  amended as follows  effective  as
indicated below:

                                                         1.

         Section 1.2(a) of the Plan is amended  effective as of August 27, 1997,
to read as follows:

                           (a) with  respect to the  portion of a  Participant's
                  benefit  determined  pursuant  to  the  formula  described  in
                  subsection  3.1(a) or 3.1A,  on the basis of the GA 1951 Table
                  set back  three (3)  years,  projected  by Scale C to 1970 and
                  interest at six percent (6%); and



<PAGE>



                               First Amendment to
                     Law Companies Group, Inc. Pension Plan
                                     Page 3
                                       2.

         Section 1.2(b) of the Plan is amended  effective as of August 27, 1997,
to read as follows:

                           (b) with  respect to the  portion of a  Participant's
                  benefit  determined  pursuant  to  the  formula  described  in
                  subsection  3.5,  on the basis of the 1983 male group  Annuity
                  Mortality Table,  with a six-year age setback,  for all Window
                  Participants and their Spouses and Beneficiaries, and interest
                  at a rate  equal to the  greater of four  percent  (4%) or the
                  interest  rate used by  Massachusetts  Mutual  Life  Insurance
                  Company to purchase immediate non-participating annuities.

                                                         3.

         The last sentence of Section 1.2 of the Plan is amended effective as of
January 1, 1998 to read as follows:

         Notwithstanding   any  other   provisions   herein,   for  purposes  of
         determining the value of a Participant's  non-forfeitable benefit under
         Section 3.6, Section 4.4(c), and Section 5.8, the Actuarial  Equivalent
         value (i) for  distributions  occurring prior to January 1, 1999, shall
         be  determined  on the basis of an  interest  rate no greater  than the
         interest rate which would be used (as of the date of  distribution)  by
         the Pension  Benefit  Guaranty  Corporation for purposes of determining
         the present value of a lump sum distribution on plan  termination,  and
         (ii) for distributions  occurring on or after January 1, 1999, shall be
         determined on the basis of the  Applicable  Interest Rate for the first
         full calendar  month  preceding the Plan Year that contains the Annuity
         Starting   Date   and  the   Applicable   Mortality   Table.   However,
         notwithstanding the preceding sentence, for distributions  occurring on
         or after January 1, 1999,  and prior to January 1, 2000,  the Actuarial
         Equivalent  value must not be less than the Actuarial  Equivalent value
         determined  on the  basis of the  Applicable  Mortality  Table  and the
         Applicable  Interest  Rate  (1)  for  the  first  full  calendar  month
         preceding the Plan Year that contains the Annuity Starting Date, or (2)
         for the second full calendar  month  preceding the calendar month which
         contains the Annuity  Starting  Date,  whichever  results in the larger
         distribution.

                                                         4.

         Section 1.4 of the Plan is amended  effective as of August 27, 1997, to
read as follows:

                  1.4  ADMINISTRATOR  or  PLAN  ADMINISTRATOR   shall  mean  the
         administrative  committee  established  pursuant  to  Section X of this
         Plan.

                                                         5.

         New Sections 1.5A and 1.5B are added to the Plan after current  Section
1.5 of the Plan effective as of January 1, 1998, to read as follows:



<PAGE>


                  1.5A APPLICABLE  INTEREST RATE - The Applicable  Interest Rate
         for a month is the annual interest rate on 30-year Treasury  securities
         as specified by the Internal Revenue Service in published  guidance for
         such month.

                  1.5B  APPLICABLE  MORTALITY  TABLE - The Applicable  Mortality
         Table is the  mortality  table based on the  prevailing  commissioner's
         standard table  (described in Code  ss.807(d)(5)(A))  used to determine
         reserves  for group  annuity  contracts  issued on the date as of which
         present  value  is  being  determined  (without  regard  to  any  other
         subparagraph of Code ss.807(d)(5)),  that is prescribed by the Internal
         Revenue Service in published guidance.

                                                         6.

         Section 1.14 of the Plan is amended effective as of August 27, 1997, to
read as follows:

                  1.14  CONTRACT  - any  group  annuity  contract  issued  by an
         Insurance  Company to the Company  and used to fund the  benefits to be
         provided under this Plan.

                                                         7.

         Section 1.30(b) of the Plan is amended effective as of August 27, 1997,
by amending the last sentence thereof to read as follows:

         To the extent  that plan  assets or  contributions  are  invested  in a
         Contract, the Company shall be owner of the Contract and shall have the
         sole power to amend and terminate the Contract.

                                                         8.

         Section 1.30(c) of the Plan is amended effective as of August 27, 1997,
by  striking  the  phrase  "to the  Contract"  contained  in the first  sentence
thereof, and by striking the last two sentences thereof.

                                                         9.

         Section 1.30(d) of the Plan is amended effective as of August 27, 1997,
by  striking  the  phrase  "and the  Insurance  Company"  in the first  sentence
thereof.

                                                         10.

         Section 1.34 of the Plan is amended effective as of August 27, 1997, to
read as follows:

                  1.34 FUND - the  assets of the Plan held by a Trustee in trust
         pursuant  to a Trust  Agreement  and/or  held by an  Insurance  Company
         pursuant to a Contract.



<PAGE>


                                                         11.

         Section 1.36 of the Plan is amended effective as of August 27, 1997, to
read as follows:

                  1.36 INSURANCE COMPANY - an insurance  company  authorized and
         licensed to do business in the state of policy issue which has issued a
         Contract to the Company.

                                                         12.

         New Sections 1.53A, 1.53B and 1.53C are added immediately after Section
1.53 of the Plan effective as of August 27, 1997, to read as follows:

                  1.53A TRUST - a trust  accompanying  the Plan created pursuant
         to a Trust  Agreement  between the Company and the  Trustee(s)  of such
         Trust.

                  1.53B TRUST  AGREEMENT - an agreement  between the  Trustee(s)
         and the Company creating a Trust accompanying the Plan.

                  1.53C TRUSTEE - the entity or entities,  person or persons who
         have  entered  into  a  Trust  Agreement  with  the  Company  to act as
         trustee(s) of some or all of the assets of the Plan.

                                                         13.

         Section 2.2 of the Plan is amended  effective as of January 1, 1997, by
relettering  subsections  (d)  and  (e) as (e)  and  (f),  respectively,  and by
inserting a new subsection (d) to read as follows:

                           (d)  Certain Other Individuals.  Individuals who
                                are described below shall not be eligible to
                                participate in this Plan notwithstanding any
                                provision of this Plan to the contrary:

                                    (i)  Individuals  who are  classified  by an
                           Employer as an independent  contractor at the time of
                           performing  services for such Employer,  as evidenced
                           by such  Employer's  not  applying  federal  or state
                           income tax  withholding to the  remuneration  paid to
                           such individual;

                                    (ii)  Individuals  who have agreed orally or
                           in writing not to be eligible  for  participation  in
                           this Plan or in any employee  benefit  pension and/or
                           welfare  benefit plans of a member of the  Controlled
                           Group; and

                                    (iii)   Individuals   who   are   performing
                           services for, or who are  receiving any  remuneration
                           from, any member of the Controlled  Group and who are
                           not (at the time such  services are performed or such
                           remuneration was received)  classified by an Employer
                           as an Employee,  as evidenced by such  Employer's not
                           applying  federal or state income tax  withholding to
                           remuneration paid to such individual.


<PAGE>



                                                         14.

         Subsections  (e) and (f) of  Section  2.2 of the  Plan  (as  relettered
above) are amended effective as of January 1, 1997, by striking the phrase "(a),
(b) or (c)" each place it appears  therein  and  inserting  in lieu  thereof the
phrase "(a), (b), (c) or (d)".

                                                         15.

         Section 3.6 of the Plan is amended  effective as of January 1, 1998, to
read as follows:

                  3.6      AUTOMATIC CASH-OUTS

                  If, upon separation  from service,  the single sum that is the
         Actuarial Equivalent of a Participant's entire non-forfeitable  benefit
         is less than $3,500 for separations occurring prior to January 1, 1998,
         or $5,000 for  separations  occurring on or after January 1, 1998, such
         single sum shall be paid to the terminated  Participant in place of any
         other  benefit to which the  participant  would be  entitled  under the
         Plan;  provided,  however,  that no distribution may be made under this
         Section after the Annuity Starting Date, unless the Participant and the
         Participant's Spouse (or, where the Participant has died, the Surviving
         Spouse)  consents  in writing to such  distribution.  The  consent of a
         Spouse or Surviving Spouse, to be effective,  must be given pursuant to
         a Qualified Spousal Waiver.  For purposes of determining the value of a
         Participant's non-forfeitable benefit under this Section, the Actuarial
         Equivalent  value shall be  determined on the basis of an interest rate
         no greater than the  interest  rate which would be used (as of the date
         of  distribution)  by the  Pension  Benefit  Guaranty  Corporation  for
         purposes of determining the present value of a lump sum distribution on
         plan termination for distributions  occurring prior to January 1, 1999,
         and shall be  determined on the basis of the  Applicable  Interest Rate
         for the first full calendar month preceding the Plan Year that contains
         the  Annuity  Starting  Date for  distributions  occurring  on or after
         January 1, 1999. However,  notwithstanding the preceding sentence,  for
         distributions  occurring  on or after  January  1,  1999,  and prior to
         January 1, 2000, the Actuarial  Equivalent  value must not be less than
         the  Actuarial   Equivalent  value  determined  on  the  basis  of  the
         Applicable Mortality Table and the Applicable Interest Rate (1) for the
         first full  calendar  month  preceding  the Plan Year that contains the
         Annuity  Starting  Date,  or (2) for the  second  full  calendar  month
         preceding the calendar month which contains the Annuity  Starting Date,
         whichever results in the larger distribution.

                                                         16.

         A new Section 3.7 is added after  Section 3.6 of the Plan  effective as
of (1) January 1, 1999,  or (2) the first day of the second month  following the
date on  which a  favorable  determination  letter  has been  received  from the
Internal  Revenue Service with respect to this First  Amendment,  whichever last
occurs (the "Cashout Window Benefit Commencement Date") to read as follows:

                  3.7      AUTOMATIC CASHOUT WINDOW BENEFIT



<PAGE>


                  If the  single  sum  that  is the  Actuarial  Equivalent  of a
         Participant's entire non-forfeitable  benefit is less than $5,000 as of
         [insert Cashout Window Benefit  Commencement Date], and the Participant
         separated  from service prior to January 1, 1998,  and has not received
         his such benefit under Section 3.6 above, such single sum shall be paid
         to the  terminated  Participant  in place of any other benefit to which
         the participant  would be entitled under the Plan;  provided,  however,
         that no  distribution  may be made under this Section after the Annuity
         Starting Date. For purposes of determining the value of a Participant's
         non-forfeitable  benefit under this Section,  the Actuarial  Equivalent
         value  shall be  determined  on the basis of the  Applicable  Mortality
         Table and the Applicable  Interest Rate (1) for the first full calendar
         month preceding the Plan Year that contains the Annuity  Starting Date,
         or (2) for the second full calendar month  preceding the calendar month
         which  contains the Annuity  Starting  Date,  whichever  results in the
         larger distribution.

                                                         17.

         Section 4.4(a) of the Plan is amended  effective as of January 1, 1998,
to read as follows:

                           (a)  If,  at  the  Termination  of  Employment  of  a
                  Participant,  the single sum that is the Actuarial  Equivalent
                  of his entire non-forfeitable benefit is less than $3,500, for
                  Terminations of Employment occurring prior to January 1, 1998,
                  or $5,000 for Terminations of Employment occurring on or after
                  January 1, 1998,  such single sum amount  shall be paid to the
                  terminated   Participant;    provided,    however,   that   no
                  distribution  may be made under this Section after the Annuity
                  Starting Date,  unless the Participant  and the  Participant's
                  Spouse (or,  where the  Participant  has died,  the  Surviving
                  Spouse) consents in writing to such distribution.  The consent
                  of a Spouse or  Surviving  Spouse,  to be  effective,  must be
                  given pursuant to a Qualified Spousal Waiver.

                                                         18.

         Section 4.4(c) of the Plan is amended  effective as of January 1, 1998,
to read as follows:

                           (c)  For  purposes  of  determining  the  value  of a
                  Participant's  non-forfeitable benefit under this Section, the
                  Actuarial Equivalent value shall be determined on the basis of
                  an interest rate no greater than the interest rate which would
                  be  used  (as of the  date  of  distribution)  by the  Pension
                  Benefit  Guaranty  Corporation for purposes of determining the
                  present value of a lump sum  distribution on plan  termination
                  for distributions  occurring prior to January 1, 1999, and for
                  distributions  occurring on or after January 1, 1999, shall be
                  determined  on the basis of the  Applicable  Interest Rate for
                  the first full  calendar  month  preceding  the Plan Year that
                  contains  the  Annuity   Starting  Date  and  the   Applicable
                  Mortality  Table.   However,   notwithstanding  the  preceding
                  sentence,  for distributions  occurring on or after January 1,
                  1999, and prior to January 1, 2000,  the Actuarial  Equivalent
                  value  must not be less than the  Actuarial  Equivalent  value
                  determined on the basis of the Applicable  Mortality Table and
                  the  Applicable  Interest Rate (1) for the first full calendar
                  month  preceding  the Plan  Year  that  contains  the  Annuity
                  Starting  Date,  or (2) for the  second  full  calendar  month
                  preceding  the  calendar  month  which  contains  the  Annuity
                  Starting Date, whichever results in the larger distribution.



<PAGE>


                                                         19.

         Section  6.1(d)(i) of the Plan is amended effective as of the first day
of the month  following the date on which a favorable  determination  letter has
been  received  from the  Internal  Revenue  Service  with respect to this First
Amendment to read as follows:

                                    (i)  Joint  and  Survivor  Annuity  - a life
                           annuity to the  Participant  with the provision that,
                           if  a  Joint  Annuitant   survives  the  Participant,
                           payments are continued in the same amount (100%) or a
                           reduced  amount  (either  66_% or 50%) for the  Joint
                           Annuitant's lifetime.

                                                         20.

         Section 6.5(a) of the Plan is amended  effective as of August 27, 1997,
by striking the phrase "from the Insurance Company" therein where it appears.

                                                         21.

         Section 6.5(d) of the Plan is amended  effective as of August 27, 1997,
by striking the phrases  "Insurance  Company and the" and "Insurance  Company or
the" therein where they appear.

                                                         22.

         Section VII of the Plan is amended  effective as of August 27, 1997, to
read as follows:

                                   SECTION VII

                        AMENDMENT AND TERMINATION OF PLAN

                  7.1      DISTRIBUTION OF ASSETS UPON TERMINATION

                           (a)  In  the  event  that  it  becomes  necessary  to
         terminate  the Plan,  the  assets of the Plan held for the  benefit  of
         Participants and Beneficiaries  shall be applied in the order set forth
         in ERISA  ss.4044  and PBGC Reg.  ss.ss.4044.10  through  4044.30,  all
         persons in each class being entitled to their respective  proportionate
         shares  based upon the present  value of their  benefits at the time of
         application.

                           (b) Any  surplus of Plan assets  remaining  after the
         satisfaction of all rights or contingent  rights accrued under the Plan
         with respect to such benefits shall, subject to the pertinent provision
         of federal or state law, be returned to the Company.

                           (c)  The   provisions   of  this  Section   shall  be
         interpreted   in   accordance   with  ERISA   ss.4044   and  PBGC  Reg.
         ss.ss.4044.1-.75.



<PAGE>


                  7.2      VESTING UPON TERMINATION

                  If the Plan is terminated by the Company, all Accrued Benefits
         of "affected"  Employees within the meaning of Code  ss.411(d)(3) as of
         the date of termination shall  immediately  become  nonforfeitable  and
         fully vested, to the extent funded. If the Plan is partially terminated
         by the  Company,  all Accrued  Benefits of those  "affected"  Employees
         within  the  meaning  of Code  ss.411(d)(3)  as of the date of  partial
         termination shall immediately  become  nonforfeitable and fully vested,
         to the extent funded.

                                                         23.

         Sections 8.2 and 8.3 of the Plan are amended effective as of August 27,
1997, to read as follows:

                  8.2      SOURCE OF BENEFIT PAYMENTS

                  The payment of benefits provided in this Plan shall be made by
         an  Insurance  Company  in  accordance  with a  Contract  and/or by the
         Trustee from assets of the Trust,  as the  Administrator  shall direct.
         Each Participant,  Beneficiary,  Spouse, Joint Annuitant or other party
         that  shall  claim the  right to any  payment  under the Plan  shall be
         entitled to look only to the Insurance  Company and/or to the Trust for
         such payment.  No liability for the payment of benefits  under the plan
         shall be imposed upon the Administrator, the Company or the Employer.

                  8.3      FUNDING OF BENEFITS

                  The  benefits   provided  in  this  Plan  will  be  funded  by
         contributions  made  by  the  Employer  to the  Insurance  Company(ies)
         pursuant to one or more  Contracts  and/or to the Trustees  pursuant to
         one or more Trust Agreements,  as the Administrator  shall direct.  The
         Administrator  may direct that the Company execute an application  for,
         and  become  the owner of, a Contract  issued by an  Insurance  Company
         which shall be used to fund, in whole or in part, as the  Administrator
         may  determine in its  discretion,  the benefits to be provided by this
         Plan. The Administrator may request that the Company enter into a Trust
         Agreement  with one or more  Trustees who shall  either have  exclusive
         authority  and  discretion to manage and control the assets of the Plan
         held in Trust by such Trustees pursuant to such Trust Agreement, or who
         shall be subject to  direction  by the  Administrator  with  respect to
         those  assets of the Plan held in Trust by such  Trustees  pursuant  to
         such Trust Agreement.  The  Administrator  may also appoint one or more
         investment  managers (as defined in ERISA ss.3(38)) to manage,  acquire
         or dispose of all or a portion of the assets of the Plan, except to the
         extent  that a  Trust  Agreement  pertaining  to such  assets  provides
         otherwise.  Any such appointment  shall be made in writing and shall be
         communicated to Trustees of the Plan.

                                                         24.

         Section 8.4(b) of the Plan is amended  effective as of August 27, 1997,
by striking  the phrase "to the  Insurance  Company"  and by striking the phrase
"unless,  prior to the date of such  discontinuance,  the  Employer  has adopted
another method of funding benefits provided in this Plan."



<PAGE>


                                                         25.

         Section 8.12 of the Plan is amended effective as of August 27, 1997, by
striking the phrase "order the insurance  Company to make such  distribution to"
and by  inserting in lieu thereof the phrase  "order that such  distribution  be
made to", and by striking the phrases  "Insurance  Company,  the" and "Insurance
Company or the" where they appear in the last sentence thereof.

                                                         26.

         Sections  8.16 and 8.17 of the Plan are amended  effective as of August
27,  1997,  by striking  the phrase ", the  Insurance  Company,"  from each such
section.

                                                         27.

         New Sections 8.25 through 8.27 are added after Section 8.24 of the Plan
effective as of August 27, 1997, to read as follows:

                  8.25     EXCLUSIVE BENEFIT RULE

                  The assets of the Plan shall be  received  and,  to the extent
         not held by an Insurance Company pursuant to a Contract, held in trust,
         and disbursed in accordance  with the  provisions of this Plan, and any
         applicable  Contract and Trust Agreement.  No part of the assets of the
         Plan  shall be used for or  diverted  to  purposes  other  than for the
         exclusive  benefit  of  Participants  and their  Beneficiaries  and the
         payment of reasonable  expenses  attributable to the  administration of
         the Plan in accordance with ERISA ss.404(a)(1)(A)(ii).  For purposes of
         the preceding sentence, the use of Plan assets to pay fees and expenses
         incurred  in  connection  with  the  provision  of  services  is  not a
         reasonable  expense of administering  the Plan if the payments are made
         for the Employer's  benefit or involve  services for which the Employer
         could  reasonably  be expected to bear the cost in the normal course of
         such  Employer's  business  or  operations.  In this  regard,  services
         provided in conjunction with the  establishment,  termination or design
         of  plans  relate  to  the  business  activities  of the  Employer  and
         generally  would  not  be  "reasonable  expenses  attributable  to  the
         administration  of the Plan." No person  shall have any interest in, or
         right  to,  the  assets  of the Plan or any  part  thereof,  except  as
         specifically  provided for in this Plan or any  applicable  Contract or
         Trust  Agreement,  except  as  provided  in  Section  8.26  (Return  of
         Contributions).   Notwithstanding  the  preceding  provisions  of  this
         Section,  this  Section  shall  be  construed  in  accordance  with the
         requirements  of  Code   ss.401(a)(2)   and  ERISA  ss.403(c)  and  any
         regulations or other guidance promulgated thereunder,  and shall not be
         construed in a manner more restrictive than such requirements.

                  8.26     RETURN OF CONTRIBUTIONS

                  All contributions made to the Plan shall be irrevocable except
as follows:

                           (a) Mistake of Fact. If an Employer  contribution  is
         made by an  Employer  under a  mistake  of  fact,  the  amount  of such
         contribution described in subsection (c) below shall be returned to the
         Employer within one year after the payment of said contribution.



<PAGE>


                           (b) Deductibility Condition. All contributions of the
         Employer made to this Plan are hereby  expressly  conditioned  on their
         deductibility  under  Code  ss.404;  if  an  Employer  contribution  is
         disallowed  as a  deduction  under  Code  ss.404,  the  amount  of  the
         contribution described in subsection (c) below shall be returned to the
         Employer within one year after the disallowance of the deduction.

                           (c) Amount Returned.  For purposes of subsections (a)
         and (b) above,  the amount which may be returned to the Employer is the
         excess of (i) the amount  contributed  over (ii) the amount  that would
         have been  contributed  had there not  occurred  a mistake of fact or a
         mistake in determining  the deduction.  Earnings  attributable  to such
         amount will not be returned to the  Employer,  but losses  attributable
         thereto will reduce the amount so returned.  Furthermore, if the return
         of an amount  attributable to a mistaken  contribution  would cause the
         accrued  benefit of any Participant to be reduced to less than it would
         have been had the mistaken amount not been contributed, then the amount
         to be  returned  to the  Employer  will be  limited so as to avoid such
         reduction.

                           (c)  Construction.  The  provisions  of this  Section
         shall be construed in a manner  consistent  with Revenue Ruling 91-4 or
         any other  applicable  guidance issued by the Internal  Revenue Service
         regarding Code ss.401(a)(2) and ERISA ss.403(c)(2).

                  8.27     CLAIMS PROCEDURE

                           (a)  Filing a Claim.  All  claims  and  requests  for
         benefits under the Plan shall be directed to the attention of the human
         resources  department  of the Company in writing.  The writing  must be
         reasonably  calculated  to  bring  the  claim to the  attention  of the
         recipient.

                           (b)  Notification  of Denial.  If the human resources
         department  of the  Company  determines  that  any  individual  who has
         claimed a right to receive  benefits under the Plan (the "claimant") is
         not  entitled to receive all or any part of the benefits  claimed,  the
         claimant shall be informed in writing of the specific reason or reasons
         for the denial, with specific reference to pertinent Plan provisions on
         which the denial is based, a description of any additional  material or
         information  necessary  for the  claimant  to perfect  the claim and an
         explanation  of why said  material or  information  is necessary  and a
         description of the review procedures set forth in subsection (d) below.

                           (c) Timing of Notification.  The claimant shall be so
         notified of the human  resources  department's  decision within 90 days
         after the receipt of the claim, unless special circumstances require an
         extension  of time for  processing  the claim.  If such an extension of
         time for processing is required,  the human resources  department shall
         furnish  the  claimant  written  notice of the  extension  prior to the
         termination  of the  initial  90-day  period.  In no event  shall  said
         extension  exceed a  period  of 90 days  from  the end of said  initial
         period.  The extension notice shall indicate the special  circumstances
         requiring  an  extension  of time  and  the  date by  which  the  human
         resources  department  expects to render a final  decision.  If for any
         reason, the claimant is not notified within the period described above,
         the claim  shall be deemed  denied and the  claimant  may then  request
         review of said denial,  subject to the  provisions  of  subsection  (d)
         below.



<PAGE>


                           (c)  Review  Procedures.  The  claimant  or his  duly
         authorized representative may, within 60 days after notice of the human
         resources  department's  decision,  request a review of said  decision,
         review pertinent documents and submit to the Administrator such further
         information as will, in the claimant's opinion, establish his rights to
         such  benefits.  If upon  receipt  of  this  further  information,  the
         Administrator  determines  that the  claimant  is not  entitled  to the
         benefits  claimed,  it shall afford the claimant or his  representative
         reasonable  opportunity to submit issues and comments in writing and to
         review pertinent  documents.  If the claimant wishes, he may request in
         writing that the Administrator  hold a hearing.  The Administrator may,
         in its discretion,  schedule an opportunity for a full and fair hearing
         on the issue as soon as is reasonably possible under the circumstances.
         The  Administrator  shall render its final  decision  with the specific
         reasons therefor in writing and in a manner calculated to be understood
         by the claimant.

                           (d)  Timing of Final  Decision.  The  Administrator's
         final decision shall include specific  references to the pertinent Plan
         provisions on which the decision is based,  and shall be transmitted to
         the claimant by certified  mail within 60 days of receipt of claimant's
         request for such review, unless special circumstances require a further
         extension  of time for  processing,  in which case a decision  shall be
         rendered as soon as possible, but not later than 120 days after receipt
         of a request for  review.  If such an  extension  of time for review is
         required  because  of  special  circumstances,  written  notice  of the
         extension shall be furnished to the claimant prior to the  commencement
         of  the  extension.  If the  Administrator  holds  regularly  scheduled
         meetings  at  least  quarterly,  in lieu of the time  period  described
         above, the Administrator's decision on review shall be made by no later
         than the date of the  meeting of the  Administrator  which  immediately
         follows its receipt of the request for review,  unless said  request is
         filed within 30 days preceding the date of said meeting in which case a
         decision  shall be made no later  than the date of the  second  meeting
         following   its  receipt  of  said  request  for  review.   If  special
         circumstances  require a further  extension of time for  processing,  a
         decision  shall be  rendered  not later  than the third  meeting of the
         Administrator  following  its receipt of the  request for review.  If a
         decision on review is not  furnished  within the time period  described
         above, the claim shall be deemed denied on review.

                                                         28.

         Section X of the Plan is amended  effective as of August 27,  1997,  to
read as follows:

                                    SECTION X

                                 ADMINISTRATION

                  10.1     ALLOCATION OF RESPONSIBILITY

                  The general  administration of the Plan and the responsibility
         for  carrying  out  the  provisions  thereof  will  be  placed  in  the
         Administrator   comprised  of  one  or  more  members  which  shall  be
         designated by the Company, and which shall serve at the pleasure of the
         Company. In the absence of such a designation,  the Company shall carry
         out the responsibilities of the Administrator.  The Administrator shall
         be the  "administrator,"  as that term is defined in ERISA  ss.3(16)(A)
         and Code ss.414(g), of this Plan.

                  10.2     ADMINISTRATIVE EXPENSES

                  The members of the Administrator may employ financial,  legal,
         or other  counsel and engage such  clerical,  financial,  actuarial  or
         other   services  as  they  may  deem   necessary   for  the  effective
         administration  of the Plan  and  compliance  with  Federal  and  state
         regulations.   Said  operating   expenses  and  any  other   reasonable
         administrative  expenses  will be  paid  out of the  Trust  Fund to the
         extent possible  consistent with Section 8.25 herein (Exclusive Benefit
         Rule),  unless the Company elects (in its sole  discretion) to pay such
         expenses.



<PAGE>


                  10.3     ADMINISTRATOR POWERS AND DUTIES

                           (a) In  General.  The  Administrator  shall  have the
         power to  interpret  and  construe  the Plan,  to settle all  questions
         arising from the  operation of the Plan,  to determine all questions of
         eligibility  and the status and rights of  Participants,  Beneficiaries
         and others,  and to establish rules for the  administration of the Plan
         and the transaction of its business.

                           (b) Interpretation of the Plan and Findings of Facts.
         The Administrator  shall have sole and absolute discretion to interpret
         the provisions of the Plan (including, without limitation, by supplying
         omissions   from,    correcting    deficiencies    in,   or   resolving
         inconsistencies  or  ambiguities  in, the  language  of the  Plan),  to
         determine  the  rights and status  under the Plan of  Participants  and
         other persons,  to decide  disputes  arising under the Plan and to make
         any  determinations  and findings with respect to the benefits  payable
         thereunder and the persons  entitled thereto as may be required for the
         purposes of the Plan.  In  furtherance  of, but without  limiting,  the
         foregoing,  the Administrator is hereby granted the specific authority,
         which  it  shall  discharge  in its sole  and  absolute  discretion  in
         accordance  with the terms of the Plan (as  interpreted,  to the extent
         necessary,  by the  Administrator),  to resolve all  questions  arising
         under the provisions of the Plan as to any individual's  entitlement to
         become a  Participant,  to determine  the amount of  benefits,  if any,
         payable  to any  person  under  the Plan,  and to  conduct  the  review
         procedure specified in Section 8.27 (Claims  Procedure).  All decisions
         of  the  Administrator  as  to  the  facts  of  the  case,  as  to  the
         interpretation  of any provision of the Plan or its  application to any
         case, and as to any other interpretative  matter or other determination
         or  question  under the Plan shall be final and  binding on all parties
         affected  thereby,  subject to the  provisions  of Section 8.27 (Claims
         Procedure).  The  Administrator  shall  issue  directions  relative  to
         benefits to be paid under the Plan and shall furnish the Trustee and/or
         Insurance  Company with any information  reasonably  required by it for
         the purpose of paying  benefits under the Plan. The  Administrator  may
         delegate  to  other  persons  all  or  such  portion  of  their  duties
         hereunder,  other than those  granted to a Trustee  under an applicable
         Trust  Agreement  or  to  an  Insurance  Company  under  an  applicable
         Contract, as the Administrator, in its sole discretion, may decide.

                           (c) Binding Nature of Administrator Decisions.  Final
         determinations  or actions  of the  Administrator  with  respect to any
         questions  arising out of or in connection with the  administration  of
         the Plan will be final and  conclusive  and  binding  upon all  persons
         having an interest in the Plan.

                           (d)   Delegation   of   Powers   and   Duties.    The
         Administrator  may,  in its  discretion,  delegate  any  power  or duty
         allocated to it pursuant to this Plan to another person or entity,  who
         shall act as an independent  fiduciary and shall exercise such power or
         duty  to the  same  extent  as it  could  have  been  exercised  by the
         Administrator.  The persons or entities to which such powers and duties
         may be delegated shall include,  without  limitation,  the Board or any
         committee of the Board,  the  Trustee,  any other person or entity that
         meets the  requirements of an investment  manager under ERISA ss.3(38),
         or any other person or entity that the Administrator determines in good
         faith has the requisite knowledge and experience  concerning the matter
         with respect to which the  delegation is made.  The  Administrator  may
         also remove any  fiduciary to whom it has  delegated  any power or duty
         and  exercise  such  power  or  duty  itself  or  appoint  a  successor
         fiduciary.   For  purposes  of   interpreting   this  Plan,   the  term
         "Administrator"  shall include any fiduciary to which the Administrator
         has delegated any power or duty pursuant to this subsection.

                           (e)  Investment  of Plan  Assets.  The  Administrator
         shall have those powers with respect to the  investment  of plan assets
         as set forth in Section 8.3.



<PAGE>


                  10.4     RECORDS AND REPORTS

                  The  Administrator  will keep such  accounts and records as it
         may deem necessary or proper in the performance of its duties under the
         Plan.

                  10.5     REPORTING AND DISCLOSURE

                  The Administrator  shall file all reports and returns required
         to be filed by the Plan (other than those which are the  responsibility
         of  the  Trustee)  with  any  governmental   agency,   shall  make  all
         disclosures to Employees,  Participants  and  Beneficiaries,  and shall
         make  available  for  examination  by said  persons  copies of all Plan
         documents,  descriptions,  returns  and  reports as may be  required by
         applicable law or as specified herein.

                  10.6     NAMED FIDUCIARY

                  The members of the Administrator and the Trustees (if any, and
         if the Trust  Agreement with such Trustees  provides that such Trustees
         have fiduciary responsibilities under ERISA) shall be named fiduciaries
         under the Plan  within  the  meaning  of ERISA,  with the  division  of
         responsibilities  between  them as set forth in this Plan and the Trust
         Agreement.

                  10.7     BONDING, INSURANCE AND INDEMNITY

                           (a) Bonding.  To the extent required under ERISA, the
         Company  will  obtain,  pay for and keep  current a bond or bonds  with
         respect to each member of the  Administrator,  and any other  Employee,
         officer or director  who  receives,  handles,  disburses,  or otherwise
         exercises  custody or control  of, any of the assets of the Plan.  Such
         bond(s)  shall protect the Plan against loss by reason of acts of fraud
         and dishonesty by such persons  directly or  indirectly.  The amount of
         the bond(s) shall be  determined  in  accordance  with ERISA ss.412 and
         regulations thereunder.

                           (b) Insurance.  The Company,  in its discretion,  may
         obtain,  pay for and keep  current a policy or policies  of  insurance,
         insuring the each member of the Administrator, the members of the board
         of directors of the Company and other Employees and/or officers to whom
         any fiduciary  responsibility with respect to the administration of the
         Plan  has  been  delegated  against  any and all  costs,  expenses  and
         liabilities  (including  attorneys' fees) incurred by such persons as a
         result  of any  act,  or  omission  to  act,  in  connection  with  the
         performance of their duties, responsibilities and obligations under the
         Plan and any applicable law.

                                                         29.

         All other provisions of the Plan not  inconsistent  herewith are hereby
confirmed and ratified.



<PAGE>


         IN WITNESS WHEREOF,  this First Amendment to the Plan has been executed
by the  Corporation  and its corporate seal attached  hereto this _______ day of
December, 1997.

                                  CORPORATION:

[CORPORATE SEAL]                    LAW COMPANIES GROUP, INC.



                                    By: ___________________________________
                                    Title: ________________________________

ATTEST:




By: _________________________________
Title: ______________________________