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                                 EXHIBIT 10.41


                                THIRD AMENDMENT
                                    TO THE 
               THE LAW COMPANIES GROUP, INC. 401(k) SAVINGS PLAN

     THIS THIRD AMENDMENT to The Law Companies Group, Inc. 401(k) Savings 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 
12.2(a) 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 modifying the profit sharing provisions of the Plan, and for other 
purposes;

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

                                                                 I.

     Paragraphs (i), (ii) and (iv) of subsection (a) of Section 3.1 of the Plan 
are amended effective as of January 1, 1997, to read as follows:

                        (i)   Amount.  As of each Trade Date or as of the last 
                  day of the Plan Year, each Employer may make (or cause the
                  Company to make on its behalf) ESOP Contributions to this Plan
                  from time to time subject to the provisions of Section 3.4 of
                  this Plan. The amount of such ESOP Contributions shall be
                  determined solely in the discretion of the Company, may be
                  zero, and shall be communicated to Employees.

                        (ii)  Contingent Allocation.  ESOP Contributions (which 
                  shall not include any special contributions made for the
                  purposes outlined in Sections 8.5(c) or 13.11 of this Plan)
                  which may be made as of a Trade Date shall be allocated as of
                  such Trade Date for which the contribution is made to the ESOP
                  Contributions Account of each Allocation Participant in
                  proportion to the percentage that such Participant's
                  Contribution Compensation paid during the Plan Year prior to
                  the 15th of the month immediately preceding such Trade Date
                  bears to the total Contribution Compensation paid during such
                  Plan Year prior to the 15th of the month immediately preceding
                  such trade Date for all such Participants, subject to
                  paragraph (v) below. ESOP Contributions (which shall not
                  include any special contributions made



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         for the purposes outlined in Sections 8.5(c) or 13.11 of 
         this Plan) which may be made as of the last day of a Plan
         Year (or which may be made thereafter, but are deemed made 
         as of such last day of the Plan Year pursuant to Code 
         (S)404(a)(6)) shall be allocated as of such last day of the 
         Plan Year to the ESOP Contributions Account of each 
         Allocation Participant in proportion to the percentage
         that such Participant's Contribution Compensation paid
         during such Plan Year bears to the total Contribution 
         Compensation paid during such Plan Year for all such 
         Participants, subject to paragraph (v) below.

                                      ...

                 (iv)  Investment of ESOP Contributions. All amounts
         allocated to a Participant's ESOP Contribution Account may, 
         in the sole discretion of the Company, be invested primarily
         in, or may be contributed in the form of, whole or fractional 
         (to thousandths of a share) shares of Company Stock. See Section 
         6.2(e)(ii)(A) of this Plan.

                                                     I.

     Paragraph (ii) of subsection (e) of Section 6.2 of the Plan is amended 
effective January 1, 1997, to read as follows:

                 (ii)  Investment of ESOP Contribution, Capital 
         Reallocation Incentive Contribution and Matching Elective
         Contribution Accounts. Subject to the provisions of subparagraph
         (A)(II) of the previous paragraph (i), the Company may, in its 
         sole discretion, provide (i) that all amounts allocated to a 
         Participant's ESOP Contribution Accounts (including Capital 
         Reallocation Incentive Contributions) shall, for a period of 
         time to be determined by the Company in its sole discretion, be
         invested primarily in, or shall be contributed in the form of,
         whole or fractional (to thousandths of a share) shares of Company
         Stock, and/or (ii) that any portion of, or all of the amounts 
         allocated to a Participant's Matching Elective Contributions 
         Accounts shall, for a period of time to be determined by the 
         Company in its sole discretion, be invested primarily in, or shall 
         be contributed in the form of, shares of Company Stock. If the 
         Company does so provide, Participants shall be notified of the
         period of time during which such investment requirements shall
         be imposed (which may be related to the degree of vesting of
         such Accounts) and the portion of Participant's allocations to
         which such investment requirement shall apply prior to the 
         beginning of such period of time. In the event that the Company 
         does not provide for the investment of a Participant's ESOP 
         Contribution Accounts or Matching Elective Contributions Accounts 
         in shares of Company Stock, the provisions of subsection (g) of
         Section 6.2 shall apply.

                                                     I.


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

     IN WITNESS WHEREOF, this Third Amendment to the Plan has been executed by 
the Corporation and its corporate seal attached hereto this 21st day of 
                                                            ----
December, 1996.

                                 CORPORATION:

[CORPORATE SEAL]                 LAW COMPANIES GROUP, INC.


                                 By: Robert B. Fooshee
                            
                                 Title:
                              

ATTEST:


By:/s/ Darryl B. Segraves
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Title:
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