<PAGE> 1


                       EMPLOYMENT AGREEMENT
                       ____________________


    EMPLOYMENT AGREEMENT, dated as of January 19, 1996, by 
and between Aetna Life and Casualty Company, a Connecticut 
corporation (the "Company"), and James W. McLane ("Executive").  


                       W I T N E S S E T H:
                       _ _ _ _ _ _ _ _ _ _ 

    WHEREAS, the Company is considering certain restructuring 
alternatives that could result in significant changes in the 
structure of its business, including, without limitation, dividing 
the business of the Company into two or more separate publicly 
traded companies or otherwise transferring a portion of the 
business to a third party; 

    WHEREAS, the Company believes that Executive is a key 
employee and that it is in the Company's best interests to retain 
the services of Executive for the period during which such 
restructuring alternatives are considered and, to the extent 
applicable, implemented;

     WHEREAS, the Company therefore desires to retain  the 
services of Executive and to enter into an agreement embodying the 
terms of such employment (the "Agreement"); and

    WHEREAS, Executive desires to accept such employment and 
enter into such Agreement; 

NOW, THEREFORE, in consideration of the mutual covenants herein 
contained, the Company and Executive hereby agree as follows:

   1.  Employment.  Except as provided in Paragraph 6(a), 
       __________                                         
the Company shall continue to employ Executive and Executive 
agrees to remain employed by the Company under the terms of this 
Agreement for the period commencing on the date first written 
above and ending April 28, 1998.  The period during which 
Executive is employed pursuant to this Agreement shall be referred 
to as the "Contract Employment Period".  Upon the expiration of 
the Contract Employment Period, Executive's employment with the 
Company shall continue on an at-will basis.

   2.  Position and Duties.  During the Contract 
       ___________________                       
Employment Period, Executive shall serve as Executive Vice 
President, Health/Group Life, of the Company and in such other 
comparable or better position or positions with the Company and 
its subsidiaries as the Chief Executive Officer or the Board of 
Directors of the Company (the "Board") shall specify from time to 
time.  During the Contract Employment Period, Executive shall have 
the duties, responsibilities and obligations customarily assigned 
to individuals serving in the position or positions in which 
Executive serves hereunder and such other duties, responsibilities 
and obligations as the Chief Executive Officer or the Board shall 
from time to time specify.  Executive shall devote his full 
business time to the services required of him hereunder, except 
for vacation time and reasonable periods of absence due to 
sickness, personal injury or other disability, and shall use his 
best efforts, judgment, skill and energy to perform such services 
in a manner consistent with the duties of his position and to 
improve and advance the business and interests of the Company and 
its subsidiaries.

<PAGE> 2


Nothing contained herein shall preclude Executive from (i) serving 
                                                        _
on any corporate or governmental board of directors on which he 
currently serves or, if the Board consents to such service, on any 
other board of directors, (ii) serving on the board of, or working 
                           __                                    
for, any charitable, not-for-profit or community organization, 
(iii) pursuing any other activity to which the Board consents or 
 ___                                                             
(iv) pursuing his personal, financial and legal affairs, so long 
 __                                                              
as such activities, individually or collectively, do not interfere 
with the performance of Executive's duties hereunder.

   3.  Cash Compensation.
       _________________ 

   a.  Base Salary.  During the Contract Employment 
       ___________                                  
Period, the Company shall pay Executive a base salary at the 
annual rate of $600,000.  The Board shall periodically review 
Executive's base salary and the Company may, in its discretion, 
increase such base salary by an amount it determines to be 
appropriate.  Any such increase shall not reduce or limit any 
other obligation of the Company hereunder.  Executive's annual 
base salary payable hereunder, as it may be increased from time to 
time and without reduction for any amounts deferred as described 
above, is referred to herein as "Base Salary".  Executive's Base 
Salary, as in effect from time to time, may not be reduced by the 
Company without Executive's consent, provided that the Base Salary 
                                     ________ ____               
payable under this paragraph shall be reduced to the extent 
Executive elects to defer or reduce such salary under the terms of 
any deferred compensation or savings plan or other employee 
benefit arrangement maintained or established by the Company.  The 
Company shall pay Executive the portion of his Base Salary not 
deferred in accordance with its customary periodic payroll 
practices. 

    b.  Incentive Compensation.  During the term of the 
        ______________________                          
Contract Employment Period, Executive shall remain eligible for 
participation in the Company's existing and future annual and long 
term incentive compensation programs at a level consistent with 
his position at the Company and the Company's then current 
policies and practices; provided that following any assignment of 
                        ________ ____                             
this Agreement in accordance with the provisions of Paragraph 9(c) 
or a Change in Control of the Company (as defined in Paragraph 
7(e)), the calculation of the amount payable as annual incentive 
compensation and the conditions upon which such bonus shall be 
payable shall be no less favorable to the Executive (taking into 
account reasonable changes in the Company's goals and objectives) 
than the annual bonus opportunity that had been made available to 
the Executive for the fiscal year ended immediately prior to such 
assignment or Change in Control.  Without limiting the generality 
of the foregoing, for each calendar year ending during the term 
hereof, Executive shall receive the opportunity to receive an 
annual bonus of at least 60% of his Base Salary (the "Minimum 
Bonus Percentage"), subject to satisfaction of such reasonable 
performance criteria as shall be established with respect to such 
year.

   4.  Stock Option Grant.  Contingent upon the execution 
       __________________                                 
of this Agreement by the Executive, the Company has granted 
Executive an option, having a ten-year term, to purchase 75,000 
shares of the Company's Common Stock at an exercise price per 
share equal to $57 a share (the "Option").  Except to the extent 
specified below, the terms of the Option shall be determined in 
accordance with the terms of the 1994 Stock Incentive Plan (the 
"1994 Plan") and shall be set forth in the separate agreement 
embodying the grant of such Option (the "Option Agreement"), the 
form of which is attached hereto as Exhibit A.

<PAGE> 3


   5.  Benefits, Perquisites and Expenses.
       __________________________________ 

   a.  Benefits.  During the Contract Employment Period, 
       ________                                          
Executive shall be eligible to participate in (i) each welfare 
                                               _
benefit plan sponsored or maintained by the Company, including, 
without limitation, each group life, hospitalization, medical, 
dental, health, accident or disability insurance or similar plan 
or program of the Company, and (ii) each pension, profit sharing, 
                                __                                
retirement, deferred compensation or savings plan sponsored or 
maintained by the Company, in each case, whether now existing or 
established hereafter, to the extent that Executive is eligible to 
participate in any such plan under the generally applicable 
provisions thereof.  Nothing in this Paragraph 5(a) shall be 
construed to limit the ability of the Company to amend or 
terminate any particular plan, program or arrangements, provided 
                                                        _________
that, following the occurrence of a Change in Control (as defined 
____                                                              
in Paragraph 7(e)) or the assignment of this Agreement to a New 
Entity (as defined in Paragraph 6(a)) pursuant to Paragraph 9(b), 
the benefits made available to the Executive thereafter shall be 
at least substantially comparable, in the aggregate, to the 
benefits made available to the Executive immediately prior to such 
Change in Control or assignment.

        With respect to the pension or retirement benefits 
payable to Executive, Executive's service credited for purposes of 
determining Executive's benefits and vesting shall be determined 
in accordance with the terms of the applicable plan or program or, 
if applicable, pursuant to any written agreement between Executive 
and the Company (whether now existing or hereafter adopted) that 
provides Executive a more favorable method of crediting service 
for any purpose thereunder.

     b.  Perquisites.  During the Contract Employment 
         ___________                                  
Period, Executive shall be entitled to receive such perquisites as 
are generally provided to other senior officers of the Company in 
accordance with the then current policies and practices of the 
Company.

   c.  Business Expenses.  During the Contract Employment 
       _________________                                  
Period, the Company shall pay or reimburse Executive for all 
reasonable expenses incurred or paid by Executive in the 
performance of Executive's duties hereunder, upon presentation of 
expense statements or vouchers and such other information as the 
Company may require and in accordance with the generally 
applicable policies and procedures of the Company.

    6.  Termination of Employment. 
         _________________________  

   a.  Early Termination of the Contract Employment 
       ____________________________________________
Period.  Notwithstanding Paragraph 1, the Contract Employment 
______                                                        
Period shall end upon the earliest to occur of (i) a termination 
   _                                                             
of Executive's employment on account of Executive's death, (ii) a 
                                                            __    
Termination due to Disability, (iii) a Termination for Cause, (iv) 
                                ___                            __ 
a Termination Without Cause, (v) a Termination for Good Reason or 
                              _                                   
(vi) a termination of Executive's employment by Executive other 
 __                                                             
than a Termination for Good Reason.  For purposes of this 
Agreement, a transfer of Executive's employment (i)to any other 
                                                 _
entity controlled by or under common control with the Company 
shall not be treated as a termination unless and until such entity 
ceases to be controlled by or under common control with the 
Company or (ii) as a result of the implementation of any 
            __                                           
restructuring of the Company (whether occurring by spin-off or 
otherwise) shall not be treated as a termination of employment, 

<PAGE> 4


provided that, in either case, the successor employer (the "New 
________ ____                                                   
Entity") expressly assumes and agrees to perform all of the 
Company's obligations under this Agreement.

    b.  Benefits Payable Upon Termination.  Following the 
        _________________________________                 
end of the Contract Employment Period pursuant to Paragraph 6(a), 
Executive (or, in the event of his death, his surviving spouse, if 
any, or his estate) shall be paid the type or types of 
compensation determined to be payable in accordance with the 
following table at the times established pursuant to Paragraph 
6(c):

<TABLE>
<CAPTION>

                         Earned       Vested       Accrued      Severance
                         Salary      Benefits       Bonus        Benefit
                        ________    __________    ________      ________
<C>                     <S>         <S>           <S>           <S>

  Termination due       Payable     Payable       Payable       Not Payable
     to death

Termination due to      Payable     Payable       Payable       Not Payable
   Disability

  Termination for       Payable     Payable      Not Payable    Not Payable
   Cause

Termination Without     Payable     Payable       Payable        Payable
   Cause

  Termination for       Payable     Payable       Payable        Payable
     Good Reason

  Termination by        Payable     Payable      Not Payable    Not Payable
Executive other than
 for Good Reason

</TABLE>

    c.  Timing of Payments.  Earned Salary and Accrued 
        __________________                             
Bonus shall be paid in a single lump sum as soon as practicable, 
but in no event more than 30 days, following the end of the 
Contract Employment Period.  Vested Benefits shall be payable in 
accordance with the terms of the plan, policy, practice, program, 
contract or agreement under which such benefits have accrued.

        Severance Benefits shall be paid in approximately equal 
installments, at the same intervals at which Executive was 
receiving his salary payments hereunder, for the greater of (i) 
                                                             _
one year, (ii) the period over which such benefits would be 
           __                                               
payable if paid to Executive under the Company's otherwise 
applicable plans, policies or procedures as currently in effect or 
(iii) the period over which such benefits would be payable if paid 
 ___                                                              
to Executive under the Company's otherwise applicable plans, 
policies or procedures, as in effect at the time of Executive's 
termination of employment.  Notwithstanding the foregoing, 
Executive may elect, by written notice given to the Company prior 
to the first periodic payment and within ten business days after 
such termination, that, instead of periodic installments, 
Severance Benefits shall be paid in either a single lump sum, 
payable within ten business days of receipt by the Company of such 
election, or in two equal installments, the first payable within 
ten business days of receipt by the Company of such election, and 
the second payable on the first business day of the following 
calendar year.

<PAGE> 5


      b.  Definitions.  For purposes of this Paragraph 6, 
          ___________                                     
capitalized terms have the following meanings:

        "Accrued Bonus" means a pro-rated amount equal to the 
product of (i) the annual incentive compensation Executive would 
            _                                                    
have been entitled to receive under Paragraph 3(b) for the 
calendar year in which his active service for the Company 
terminates pursuant to Paragraph 6(a) had he remained employed for 
the entire year and assuming that all targets for such year had 
been met, multiplied by (ii) a fraction, the numerator of which is 
                         __                                      
equal to the number of days in such calendar year occurring on or 
prior to the termination of Executive's active service for the 
Company (including any period of absence due to disability) and 
the denominator of which is 365.

        "Earned Salary" means any Base Salary earned, but unpaid, 
for services rendered to the Company on or prior to the date on 
which the Contract Employment Period ends (other than Base Salary 
deferred pursuant to Executive's election, as provided in 
Paragraph 3(a) hereof).

        "Severance Benefit" means an amount equal to the sum of 
(i) and (ii) below, where (i) and (ii) are:

        (i)     the sum of

        (A)     the annual Base Salary payable to Executive 
                immediately prior to the end of the Contract 
                Employment Period; and

        (B)     an amount (the "Bonus Severance Amount") equal to 
                the product of Executive's Base Salary times the 
                greater of (1) the Minimum Bonus Percentage and 
                            _                                   
                (2) the percentage of Base Salary that would 
                 _                                           
                have been payable to Executive for the year of 
                such termination assuming achievement of target 
                levels of performance and Executive's continued 
                employment for the entire year, and

        (ii)    the amount otherwise payable to Executive under 
                the Company's otherwise applicable severance 
                plans, policies or programs as in effect on the 
                date hereof (or, if more favorable to Executive, 
                as in effect on the date of Executive's 
                termination), assuming for purposes of determining 
                the amount payable thereunder that Executive's 
                employment was terminated as a result of the 
                elimination of his position, but calculated by 
                including the Bonus Severance Amount as part of 
                Executive's eligible compensation for purposes of 
                calculating the benefits payable under such plans, 
                policies or programs;

except that, in the event that Executive becomes entitled to 
receive Severance Benefits hereunder following a Change in 
Control, the Severance Benefit payable to Executive shall be 
determined under Paragraph 7(c).  Additionally, while Executive is 
receiving payment of Severance Benefits in periodic installments, 
Executive shall also be eligible to continue to participate in the 
welfare benefit plans and programs (excluding the long-term 
disability plan, the sick-pay plan and vacation accruals) 
generally made available to employees of the Company and in which 
he participated immediately prior to the termination of his

<PAGE> 6


employment on the same terms and conditions as would have applied 
had Executive continued to be employed.  Upon an election to 
receive Severance Benefits in either a single lump sum payment or 
in two installments, Executive will forfeit any right to continue 
to receive any coverage under the Company's welfare benefit plans, 
other than COBRA coverage (determined from the original date of 
termination) at Executive's expense as required by applicable law; 
provided that, if Executive elects to receive Severance Benefits 
________ ____                                                    
in two installments instead of periodic installments, the Company 
shall pay one-half of the cost of Executive's COBRA coverage from 
the date the first installment payment is made until the date the 
second installment payment is made.  Notwithstanding the 
foregoing, receipt of a lump sum payment or two installment 
payments hereunder shall not cause Executive to cease to be 
eligible for any retiree benefit programs for which he is 
otherwise eligible under the terms of the Company's employee 
benefit plans, policies or programs.

        "Termination for Cause" means a termination of 
Executive's employment by the Company due to (i) the willful 
                                              _
failure by Executive to perform substantially Executive's duties 
as an employee of the Company (other than due to physical or 
mental illness) after reasonable notice to Executive of such 
failure, (ii) Executive's engaging in misconduct that is 
          __                                             
materially injurious to the Company or any subsidiary or any 
affiliate of the Company, (iii) Executive's having been convicted 
                           ___                                    
of, or entered a plea of nolo contendere to, a crime that 
                         ____ __________                  
constitutes a felony, (iv) the material breach by Executive of any 
                       __                                        
written covenant or agreement not to compete with the Company or 
any subsidiary or any affiliate or (v) the breach by Executive of 
                                    _                             
his duty of loyalty to the Company which shall include, without 
limitation, (A) the disclosure by Executive of any confidential 
             _                                                  
information pertaining to the Company or any subsidiary or any 
affiliate of the Company, other than (x) in the ordinary course of 
                                      _
the performance of his duties on behalf of the Company or (y) 
                                                     _        
pursuant to a judicial or administrative subpoena from a court or 
governmental authority with jurisdiction over the matter in 
question, (B) the harmful interference by Executive in the 
           _                                               
business or operations of the Company or any subsidiary or any 
affiliate of the Company, (C) any attempt by Executive directly or 
                           _
indirectly to induce any employee, insurance agent, insurance 
broker or broker-dealer of the Company or any subsidiary or any 
affiliate to be employed or perform services elsewhere, other than 
actions taken by Executive that are intended to benefit the 
Company or any subsidiary or affiliate and do not benefit 
Executive financially other than as an employee or stockholder of 
the Company, (D) any attempt by Executive directly or indirectly 
              _                                                  
to solicit the trade of any customer or supplier, or prospective 
customer or supplier, of the Company on behalf of any person other 
than the Company or a subsidiary thereof, other than actions taken 
by Executive that are intended to benefit the Company or any 
subsidiary or affiliate and do not benefit Executive financially 
other than as an employee or stockholder of the Company, provided, 
                                                         ________ 
however, that this provision shall only apply to any product or 
_______                                                         
service which is in competition with a product or service of the 
Company or any subsidiary or affiliate thereof or (E) any breach 
                                                   _             
or violation of the Company's Code of Conduct, as amended from 
time to time sufficient to warrant a for cause termination 
consistent with the Company's past practice.  Notwithstanding the 
foregoing, a breach of Executive's duty of loyalty to the Company 
as described in subclause (A) or a breach of the Company's Code of 
Conduct as described in subclause (E) of clause (v) of the 
preceding sentence shall not be grounds for a Termination for 

<PAGE> 7


Cause unless such breach has had or could reasonably be expected 
to have a significant adverse effect on the business or reputation 
of the Company.

        "Termination due to Disability" means a termination of 
Executive's employment by the Company because Executive has been 
incapable, with or without reasonable accommodation, of 
substantially fulfilling the positions, essential duties, 
responsibilities and obligations of Executive's positions set 
forth in this Agreement because of physical, mental or emotional 
incapacity resulting from injury, sickness or disease for a period 
of (i) at least four consecutive months or (ii) more than six 
    _                                       __                
months in any twelve month period.  Any question as to the 
existence, extent or potentiality of Executive's disability shall 
be made by a qualified, independent physician selected by the 
chief or assistant chief (or the equivalent position) of the 
department which treats the condition giving rise to Executive's 
absence at a nationally or regionally recognized teaching hospital 
chosen by the Company. The determination of any such physician 
shall be final and conclusive for all purposes of this Agreement. 
 Notwithstanding the foregoing, (i) a Termination for Disability 
                                 _
shall not affect Executive's right to receive any amount that 
would otherwise have been payable to Executive under the Company's 
plans, policies, practices or programs pertaining to short-term or 
long-term disability had Executive's employment continued and (ii) 
                                                               __ 
if it is determined, at the time Executive is first eligible to 
receive long-term disability benefits under the Company's plans, 
policies, practices or programs, that Executive is not entitled to 
receive such long-term disability benefits (other than due to 
Executive's failure to cooperate), Executive shall, for purposes 
of this Paragraph 6, be deemed to have been terminated as of the 
date of such determination pursuant to a Termination Without Cause 
and to be entitled to receive any additional benefits payable 
hereunder in respect of a Termination Without Cause.

        "Termination for Good Reason" means a termination of 
Executive's employment by Executive within 90 days following 
actual knowledge of (i) a reduction in Executive's annual Base 
                     _                                         
Salary or incentive compensation opportunity as provided under 
Paragraph 3(b), (ii) a material reduction in Executive's 
                 __                                      
positions, duties and responsibilities from those described in 
Paragraph 2 hereof, (iii) the relocation of Executive's principal 
                     ___                                          
place of employment to a location more than 50 miles from the 
location at which he performed his principal duties on the date 
immediately prior to such relocation, (iv) a breach of the 
                                       __                  
obligation to provide Executive with the benefits required to be 
provided in accordance with Paragraph 5(a), (v) a failure by the 
                                             _
Company to pay any amounts due and owing to Executive within 10 
days following written notice from Executive of such failure to 
pay, or (vi) any other material breach of the Company's 
         __                                             
obligations to Executive hereunder that materially affects the 
compensation or benefits payable to Executive or materially 
impairs Executive's ability to perform the duties and 
responsibilities of his position.  Notwithstanding the foregoing, 
a termination shall not be treated as a Termination for Good 
Reason (i) if Executive shall have consented in writing to the 
        _                                                      
occurrence of the event giving rise to the claim of Termination 
for Good Reason or (ii) unless Executive shall have delivered a 
                    __                                          
written notice to the Chief Executive Officer of the Company 
within 60 days of his having actual knowledge of the occurrence of 
one of such events stating that he intends to terminate his 
employment for Good Reason and specifying the factual basis for 
such termination, and such event shall not have been cured within 
30 days of the receipt of such notice.

<PAGE> 8


         "Termination Without Cause" means any termination of 
Executive's employment by the Company other than (i) a Termination 
                                                  _
due to Disability or (ii) a Termination for Cause.  Subject to the 
                      __                                          
Company's obligations to make the payments, if any, required 
pursuant to this Paragraph 6, nothing in this Agreement shall be 
construed to limit the right of the Company to terminate 
Executive's employment at any time for any reason or without 
reason.

        "Vested Benefits" means amounts payable under the terms 
of or in accordance with any plan, policy or practice or program 
of, or any contract or agreement with, the Company or any of its 
subsidiaries (including, without limitation, any supplemental 
pension plan, supplemental savings plan or other deferred 
compensation arrangement, the 1994 Plan and the Company's 1984 
Stock Option Plan (the "1984 Plan") with respect to which 
Executive's rights to such amounts (i) have become vested and 
nonforfeitable on or before Executive's termination of employment 
or (ii) otherwise have or will become nonforfeitable at or 
subsequent to his termination of employment without regard to the 
performance by Executive of further services or the resolution of 
a contingency that is not satisfied at or after such termination, 
provided that, at any time during which Executive is entitled to 
________ ____                                                    
receive the Severance Benefits hereunder, Executive shall not also 
be entitled to receive any benefits under the Company's generally 
applicable severance or other termination plans, policies or 
programs.

   e.  Full Discharge of Company Obligations.  Except to 
       _____________________________________             
the extent provided in this Paragraph 6, the amounts payable to 
Executive pursuant to this Paragraph 6 (including, without 
limitation, under Paragraph 6(f)) following termination of his 
employment shall be in full and complete satisfaction of 
Executive's rights under this Agreement and, except to the extent 
prohibited by law, any other claims he may have in respect of his 
employment by the Company or any of its subsidiaries.  Such 
amounts shall constitute liquidated damages with respect to any 
and all such rights and claims and shall not be subject to any 
offset or mitigation.  Notwithstanding anything else contained 
herein to the contrary, unless the Company shall waive its rights 
to any such release, the Company's obligations under this 
Paragraph 6 are expressly conditioned upon Executive's execution 
simultaneously with or immediately following such termination of 
employment, of a release and waiver, substantially in the form 
attached hereto as Exhibit B (subject to, in the event any change 
of law occurring after the date hereof, to such modifications as 
shall be necessary or appropriate to place the Company in a 
substantially the same position as though no change in law had 
occurred), of any claims he may have in connection with the 
termination of, or arising out of, his employment with the 
Company, provided that such release shall not be construed to 
waive, release or otherwise limit any amounts required to be paid 
hereunder or any benefits due and payable to Executive under the 
terms of any employee pension benefit plan, as defined in Section 
3(2) of the Employee Retirement Income Security Act of 1974, as 
amended, any other Vested Benefit or any right of Executive to be 
indemnified by the Company pursuant to its applicable policies and 
practices from and against any third party claims arising out of 
or relating to Executive's employment with or other services on 
behalf of the Company or any subsidiary of the Company.

<PAGE> 9


   f.  Special Continuation of Certain Protection for the 
       ___________________________________________________
Executive.  Notwithstanding anything contained in this Agreement 
_________                                                        
to the contrary, if, at the end of the Contract Employment Period, 
(i) Executive remains an at-will employee of the Company and (ii) 
 _                                                            __  
within one year following the end of the Contract Employment 
Period, the Company effects a Termination Without Cause or takes 
actions which, if they had occurred within the Contract Employment 
Period, would have given Executive the right to terminate his 
employment pursuant to a Termination for Good Reason and 
Executive, after giving the Company timely written notice of the 
events permitting a Termination for Good Reason and the 
opportunity to cure described in the definition of a Termination 
for Good Reason, voluntarily terminates his employment within 90 
days of the date of such actions by the Company, then in either 
case, Executive shall receive payment of the Severance Benefits 
that would otherwise have been payable to Executive hereunder 
(including, without limitation, the enhanced benefit described in 
Section 7(c)) had his termination of employment occurred during 
the Contract Employment Period.  Notwithstanding the preceding 
sentence, this Section 6(f) shall not be applicable unless 
Executive executes the waiver and release referred to in Paragraph 
6(e) above in connection with his termination of employment 
pursuant to this Paragraph 6(f).

    g.  Outplacement Services.  In addition to any other 
        _____________________                            
benefits described in this Paragraph 6, in the event Executive is 
eligible to receive Severance Benefits, the Company shall also 
provide to Executive, at its expense, individual outplacement 
services from a qualified outplacement firm selected by the 
Company.  The outplacement services to be provided to Executive 
shall be no less favorable to Executive than those made available 
to other executives prior to the date hereof under the Company's 
generally applicable policies, programs or arrangements.

   7.  Change in Control of the Company. 
       ________________________________  

   a.  Accelerated Vesting and Payment.  Unless the Board 
       _______________________________                    
(or the appropriate committee thereof) shall otherwise determine 
in the manner set forth in Paragraph 7(b), the Option shall become 
fully exercisable upon the occurrence of a Change in Control (as 
defined below) at any time during the term hereof or thereafter 
during the period Executive is eligible for the protections 
afforded under Section 6(f) and shall remain exercisable for a 
period of one year thereafter regardless of whether Executive 
continues to be employed by the Company or, if longer, for the 
period during which such Option would otherwise be exercisable in 
accordance with its terms or the generally applicable provisions 
of the 1994 Plan.  If no Alternative Option is provided as set 
forth in Section 7(b) below, and the Company does not survive as a 
publicly traded corporation following a Change in Control, the 
Company shall pay Executive, in full settlement of all rights with 
respect to the Option, an aggregate amount in cash equal to the 
product of (i) (A) the Fair Market Value of a Share of the 
            _                                              
Company's Common Stock on the date the Change in Control occurs 
minus (B) the per share exercise price for the Option times (ii) 
                                                             __  
the number of shares as to which such Option has not been 
exercised at the time of the Change in Control.  Any amount 
payable pursuant to the preceding sentence shall be paid within 30 
days following such Change in Control.

<PAGE> 10


   b.  Alternative Options.  Notwithstanding 
       ___________________                   
Paragraph 7(a), no acceleration of exercisability shall occur with 
respect to any Option if the Board (or the appropriate committee 
thereof) reasonably determines in good faith, prior to the 
occurrence of a Change in Control, that such Option shall be 
honored or assumed, or new rights substituted therefor (such 
honored, assumed or substituted Option being hereinafter referred 
to as an "Alternative Option") by the successor in interest to the 
Company, provided that any such Alternative Option must:
         ________ ____                                      

        (i)    provide Executive with rights and entitlements 
               substantially equivalent to or better than the 
               rights, terms and conditions applicable under the 
               Option, including, but not limited to, an identical 
               or better exercise and vesting schedule and 
               identical or better timing and methods of payment; 

        (ii)   have substantially equivalent economic value to 
               such Option (determined at the time of the Change 
               in Control); and

        (iii)  have terms and conditions which provide that, in 
               the event that Executive's employment is terminated 
               by the Company for any reason or is terminated by 
               Executive pursuant to a Termination for Good Reason 
               within two years following a Change in Control, (A) 
                                                                _ 
               any conditions on Executive's rights under, or any 
               restrictions on exercisability applicable to, each 
               such Alternative Option shall be waived or shall 
               lapse, as the case may be and (B) the Alternative 
                                              _                  
               Option shall remain exercisable until the second 
               anniversary of the Change in Control or, if longer, 
               for the period during which such Alternative Option 
               would otherwise be exercisable in accordance with 
               its terms or the  provisions of the plan under 
               which it is granted that permit the longest post-
               termination exercise period for involuntary 
               terminations (other than due to death, disability 
               or retirement).

     c.  Enhanced Severance Payments.  If Executive's 
         ___________________________                  
employment is terminated following a Change in Control pursuant to 
a Termination for Good Reason or a Termination Without Cause, the 
Severance Benefit payable to Executive pursuant to Paragraph 6 
shall be equal to three times the sum of Executive's annual Base 
Salary and the Bonus Severance Amount.

   d.  Additional Payments by the Company.
      ___________________________________ 

  (i)  Application of Paragraph 7(d). In the event that 
       _____________________________                    
       any amount or benefit paid or distributed to 
       Executive pursuant to this Agreement, taken 
       together with any amounts or benefits otherwise 
       paid or distributed to Executive by the Company or 
       any affiliated company (collectively, the "Covered 
       Payments"), would be an "excess parachute payment" 
       as defined in Section 280G of the Code and would 
       thereby subject Executive to the tax (the "Excise 
       Tax") imposed under Section 4999 of the Code (or 
      any similar tax that may hereafter be imposed), 
      the 


      provisions of this Section 7(d) shall apply to 
      determine the amounts payable to Executive pursuant 
      to this Agreement.

 (ii) Calculation of Benefits.  Immediately following 
      _______________________                         
      delivery of any notice of termination, the Company 
      shall notify Executive of the aggregate present 
      value of all termination benefits to which he would 
      be entitled under this Agreement and any other 
      plan, program or arrangement as of the projected 
      date of termination, together with the projected 
      maximum payments that could be paid without 
      Executive being subject to the Excise Tax.

(iii) Imposition of Payment Cap.  If the aggregate value 
      _________________________                          
      of all compensation payments or benefits to be paid 
      or provided to Executive under this Agreement and 
      any other plan, agreement or arrangement with the 
      Company exceeds the amount which can be paid to 
      Executive without Executive incurring an Excise Tax 
      by less than 105%, then the amounts payable to 
      Executive under this Agreement may, in the 
      discretion of the Company, be reduced (but not 
      below zero) to the maximum amount which may be paid 
      hereunder without Executive becoming subject to 
      such an Excise Tax (such reduced payments to be 
      referred to as the "Payment Cap").  In the event 
      that Executive receives reduced payments and 
      benefits hereunder, Executive shall have the right 
      to designate which of the payments and benefits 
      otherwise provided for in this Agreement that he 
      will receive in connection with the application of 
      the Payment Cap.

(iv)  Further Payments by the Company. If  the aggregate 
      _______________________________                    
      value of all compensation payments or benefits to 
      be paid or provided to Executive under this 
      Agreement and any other plan, agreement or 
      arrangement with the Company exceeds the amount 
      which can be paid to Executive without Executive 
      incurring an Excise Tax by more than 105%, the 
      Company shall pay to Executive immediately 
      following Executive's termination of employment an 
      additional amount (the "Tax Reimbursement Payment") 
      such that the net amount retained by Executive with 
      respect to such Covered Payments, after deduction 
      of any Excise Tax on the Covered Payments and any 
      Federal, state and local income tax and Excise Tax 
      on the Tax Reimbursement Payment provided for by 
      this Paragraph 7(d)(iv), but before deduction for 
      any Federal, state or local income or employment 
      tax withholding on such Covered Payments, shall be 
      equal to the amount of the Covered Payments.

   (v) Application of Section 280G.  For purposes of 
       ___________________________                   
       determining whether any of the Covered Payments 
       will be subject to the Excise Tax and the amount of 
       such Excise Tax,

<PAGE> 12


   (A)  such Covered Payments will be treated as 
        "parachute payments" within the meaning of 
        Section 280G of the Code, and all "parachute 
        payments" in excess of the "base amount" (as 
        defined under Section 280G(b)(3) of the Code) 
        shall be treated as subject to the Excise Tax, 
        unless, and except to the extent that, in the 
        good faith judgment of the Company's 
        independent certified public accountants 
        appointed prior to the Effective Date or tax 
        counsel selected by such Accountants (the 
        "Accountants"), the Company has a reasonable 
        basis to conclude that such Covered Payments 
        (in whole or in part) either do not constitute 
        "parachute payments" or represent reasonable 
        compensation for personal services actually 
        rendered (within the meaning of Section 
        280G(b)(4)(B) of the Code) in excess of the 
        "base amount," or such "parachute payments" 
        are otherwise not subject to such Excise Tax, 
        and

   (B)  the value of any non-cash benefits or any 
        deferred payment or benefit shall be determined 
        by the Accountants in accordance with the 
        principles of Section 280G of the Code.

   (vi) Applicable Tax Rates.  For purposes of determining 
        ____________________                               
        whether Executive would receive a greater net after-
        tax benefit were the amounts payable under this 
        Agreement reduced in accordance with Paragraph 
        7(d)(iii), Executive shall be deemed to pay:

   (A)  Federal income taxes at the highest applicable 
        marginal rate of Federal income taxation for 
        the calendar year in which the first amounts 
        are to be paid hereunder, and

   (B)  any applicable state and local income taxes at 
        the highest applicable marginal rate of 
        taxation for such calendar year, net of the 
        maximum reduction in Federal income taxes 
        which could be obtained from the deduction of 
        such state or local taxes if paid in such year;

        provided, however, that Executive may request that 
        such determination be made based on his individual tax 
        circumstances, which shall govern such determination 
        so long as Executive provides to the Accountants such 
        information and documents as the Accountants shall 
        reasonably request to determine such individual 
        circumstances.

  (vii) Adjustments in Respect of the Payment Cap.  If       
        _________________________________________            
        Executive receives reduced payments and benefits under 
        this Paragraph 7(d) (or this Paragraph 7(d) is 
        determined not to be applicable to Executive because 
        the Accountants conclude that Executive is not subject 
        to any Excise Tax) and it is established pursuant to a 
        final determination of a court or an Internal Revenue 
        Service proceeding (a "Final Determination") that, 
        notwithstanding the good faith of Executive and the 
        Company in applying the terms of this Agreement, the 

<PAGE> 13


        aggregate "parachute payments" within the meaning of 
        Section 280G of the Code paid to Executive or for his 
        benefit are in an amount that would have resulted in 
        the imposition of the Payment Cap under Section 
        7(d)(iii) and result in Executive being subject an 
        Excise Tax, then the amount equal to such excess 
        parachute payments shall be deemed for all purposes to 
        be a loan to Executive made on the date of receipt of 
        such excess payments, which Executive shall have an 
        obligation to repay to the Company on demand, together 
        with interest on such amount at the applicable Federal 
        rate (as defined in Section 1274(d) of the Code) from 
        the date of the payment hereunder to the date of 
        repayment by Executive.  If the Payment Cap was 
        applied, and it is established pursuant to a Final 
        Determination that the aggregate "parachute payments" 
        payable to Executive equals or exceeds 105% of the 
        amount which could be paid to Executive without 
        Executive incurring an Excise Tax, Executive shall be 
        entitled to receive the benefits available under 
        Section 7(d)(iv).  If this Paragraph 7(d) is not 
        applied to reduce Executive's entitlements under this 
        Paragraph 7 because the Accountants determine that 
        Executive would not receive a greater net-after tax 
        benefit by applying this Paragraph 7(d) and it is 
        established pursuant to a Final Determination that, 
        notwithstanding the good faith of Executive and the 
        Company in applying the terms of this Agreement, 
        Executive would have received a greater net after tax 
        benefit by subjecting his payments and benefits 
        hereunder to the Payment Cap, then the aggregate 
        "parachute payments" paid to Executive or for his 
        benefit in excess of the Payment Cap shall be deemed 
        for all purposes a loan to Executive made on the date 
        of receipt of such excess payments, which Executive 
        shall have an obligation to repay to the Company on 
        demand, together with interest on such amount at the 
        applicable Federal rate (as defined in Section 1274(d) 
        of the Code) from the date of the payment hereunder to 
        the date of repayment by Executive.  If Executive 
        receives reduced payments and benefits by reason of 
        this Paragraph 7(d) and it is established pursuant to 
        a Final Determination that Executive could have 
        received a greater amount without exceeding the 
        Payment Cap, then the Company shall promptly 
        thereafter pay Executive the aggregate additional 
        amount which could have been paid without exceeding 
        the Payment Cap, together with interest on such amount 
        at the applicable Federal rate (as defined in Section 
        1274(d) of the Code) from the original payment due 
        date to the date of actual payment by the Company.

 (viii) Adjustments in Respect of the Tax Reimbursement 
        ______________________________________________
        Payments. In the event that the Excise Tax is 
        ________                                      
        subsequently determined by the Accountants or pursuant 
        to any proceeding or negotiations with the Internal 
        Revenue Service to be less than the amount taken into 
        account hereunder in calculating the Tax Reimbursement 
        Payment made, Executive shall repay to the Company, at 
        the time that the amount of such reduction in the 
        Excise Tax is finally determined, the portion of such 
        prior Tax Reimbursement Payment that would not have 

<PAGE> 14

        been paid if such Excise Tax had been applied in 
        initially calculating such Tax Reimbursement Payment,
        plus interest on the amount of such repayment at the 
        rate provided in Section 1274(b)(2)(B) of the Code.  
        Notwithstanding the foregoing, in the event any 
        portion of the Tax Reimbursement Payment to be 
        refunded to the Company has been paid to any Federal, 
        state or local tax authority, repayment thereof shall 
        not be required until actual refund or credit of such 
        portion has been made to Executive, and interest 
        payable to the Company shall not exceed interest 
        received or credited to Executive by such tax 
        authority for the period it held such portion.  
        Executive and the Company shall mutually agree upon 
        the course of action to be pursued (and the method of 
        allocating the expenses thereof) if Executive's good 
        faith claim for refund or credit is denied.

       In the event that the Excise Tax is later determined 
       by the Accountants or pursuant to any proceeding or 
       negotiations with the Internal Revenue Service to 
       exceed the amount taken into account hereunder at the 
       time the Tax Reimbursement Payment is made (including, 
       but not limited to, by reason of any payment the 
       existence or amount of which cannot be determined at 
       the time of the Tax Reimbursement Payment), the 
       Company shall make an additional Tax Reimbursement 
       Payment in respect of such excess (plus any interest 
       or penalty payable with respect to such excess) at the 
       time that the amount of such excess is finally 
       determined.

  (ix) Timing of Payment. Any Tax Reimbursement Payment (or 
       _________________                                    
       portion thereof) provided for in Paragraph 7(d)(iv) 
       above shall be paid to Executive not later than 10 
       business days following the payment of the Covered 
       Payments; provided, however, that if the amount of 
       such Tax Reimbursement Payment (or portion thereof) 
       cannot be finally determined on or before the date on 
       which payment is due, the Company shall pay to  
       Executive by such date an amount estimated in good 
       faith by the Accountants to be the minimum amount of 
       such Tax Reimbursement Payment and shall pay the 
       remainder of such Tax Reimbursement Payment (together 
       with interest at the rate provided in Section 
       1274(b)(2)(B) of the Code) as soon as the amount 
       thereof can be determined, but in no event later than 
       45 calendar days after payment of the related Covered 
       Payment.  In the event that the amount of the 
       estimated Tax Reimbursement Payment exceeds the amount 
       subsequently determined to have been due, such excess 
       shall constitute a loan by the Company to Executive, 
       payable on the fifth business day after written demand 
       by the Company for payment (together with interest at 
       the rate provided in Section 1274(b)(2)(B) of the 
       Code).

   e.  Definition of "Change in Control".  For 
       _________________________________       
purposes of this Paragraph 7, a "Change in Control" means the 
happening of any of the following:

<PAGE> 15


   (i)  when any "person" as defined in section 3(a)(9) 
        of the Securities Exchange Act of 1934, as amended (the 
        "Exchange Act") and as used in Sections 13(d) and 14(d) 
        thereof, including a "group" as defined in Section 13(d) 
        of the Exchange Act but excluding the Company and any 
        subsidiary thereof and any employee benefit plan sponsored 
        or maintained by the Company or any Subsidiary (including 
        any trustee of such plan acting as trustee), directly or 
        indirectly, becomes the "beneficial owner" (as defined in 
        Rule 13d-3 under the Exchange Act, as amended from time to 
        time), of securities of the Company representing 20 
        percent or more of the combined voting power of the 
        Company's then outstanding securities;

   (ii) When, during any period of 24 consecutive 
        months after the date of this Agreement, the individuals 
        who, at the beginning of such period, constitute the Board 
        (the "Incumbent Directors") cease for any reason other 
        than death to constitute at least a majority thereof, 
        provided that a director who was not a director at the 
        ________ ____                                          
        beginning of such 24-month period shall be deemed to have 
        satisfied such 24-month requirement (and be an Incumbent 
        Director) if such director was elected by, or on the 
        recommendation of or with the approval of, at least two-
        thirds of the directors who then qualified as Incumbent 
        Directors either actually (because they were directors at 
        the beginning of such 24-month period) or by prior 
        operation of this Paragraph 7(e)(ii); or

 (iii)  The occurrence of a transaction requiring stockholder 
        approval for the acquisition of the Company by 
        an entity other than the Company or a subsidiary through 
        purchase of assets, or by merger, or otherwise.

   8.   Noncompetition and Confidentiality.  
        __________________________________   

   a.   Noncompetition.  During the Contract Employment 
        ______________                                  
Period and for a period of one year following Executive's 
termination of employment during the Contract Employment Period 
other than due to a Termination Without Cause or a Termination for 
Good Reason, Executive shall not become associated, whether as a 
principal, partner, employee, consultant or shareholder (other 
than as a holder of not in excess of 1% of the outstanding voting 
shares of any publicly traded company), with any entity that is 
actively engaged in any geographic area in any business which is 
in substantial and direct competition with the business or 
businesses of the Company for which Executive provides substantial 
services or for which Executive has substantial responsibility, 
provided that nothing in this Paragraph 8(a) shall preclude 
________ ____                                               
Executive from performing services solely and exclusively for a 
division or subsidiary of such an entity that is engaged in a non-
competitive business.

   b.   Nondisclosure, Nonsolicitation and Cooperation.
        ______________________________________________ 

        (i)  Executive shall not (except to the extent 
        required by an order of a court having competent 
        jurisdiction or under subpoena from an appropriate 
        government agency) disclose to any third person, whether 
        during or subsequent to the Executive's employment with 
        the Company, any trade secrets; customer lists; product 
        development and related information; marketing plans and 
        related information; sales plans and related information;
        operating policies and manuals; business plans; financial 
        records; or other 

<PAGE> 16

       financial, commercial, business or technical information 
       related to the Company or any subsidiary or affiliate 
        thereof unless such information has been previously 
        disclosed to the public by the Company or has become 
        public knowledge other than by a breach of this 
        Agreement; provided, however, that this limitation shall 
                   ________  _______                   
        not apply to any such disclosure made while Executive is 
        employed by the Company, or any subsidiary or affiliate 
        thereof in the ordinary course of the performance of 
        Executive's duties;

       (ii)  during the Contract Employment Period and for 
        two years after the termination of such Period, Executive 
        shall not attempt, directly or indirectly, to induce any 
        employee or Insurance Agent (as defined below) of the 
        Company, or any subsidiary or any affiliate thereof to be 
        employed or perform services elsewhere provided that this 
                                               ________ ____      
        covenant shall not preclude Executive from taking any 
        actions during the Contract Employment Period that (x) are 
                                                            _    
        intended to benefit the Company or any subsidiary or 
        affiliate and (y) do not benefit Executive financially 
                       _                                      
        other than as an employee or stockholder of the Company;

       (iii)  during the Contract Employment Period and for 
        two years after the termination of such Period, Executive 
        shall not attempt, directly or indirectly, to induce any 
        insurance agent or agency, insurance broker, broker-dealer 
        or supplier of the Company, or any subsidiary or affiliate 
        thereof to cease providing services to the Company, or any 
        subsidiary or affiliate thereof provided that this 
                                        ________ ____            
        covenant shall not preclude Executive from taking any 
        actions during the Contract Employment Period that (x) are 
                                                            _      
        intended to benefit the Company or any subsidiary or 
        affiliate and (y) do not benefit Executive financially 
                       _                                       
        other than as an employee or stockholder of the Company;

       (iv)  during the Contract Employment Period and for 
        two years after the termination of such Period, Executive 
        shall not attempt, directly or indirectly, to solicit, on 
        behalf of any person or entity other than the Company or 
        any of its subsidiaries, the trade of any individual or 
        entity which, at the time of the solicitation, is a 
        customer of the Company, or any subsidiary or affiliate 
        thereof, or which the Company, or any subsidiary or 
        affiliate thereof is undertaking reasonable steps to 
        procure as a customer at the time of or immediately 
        preceding termination of the Contract Employment Period; 
        provided, however, that this limitation 
        ________  _______                       
        shall only apply to (x) any product or service which is in 
                             _                                   
        competition with a product or service of the Company or 
        any subsidiary or affiliate thereof and (y) with respect 
                                                 _
        to any customer or prospective customer with whom 
        Executive has or had (by virtue of Executive's position or 
        otherwise) a personal relationship; and

        (v)    following the termination of the Contract 
        Employment Period, Executive shall provide assistance to
        and shall cooperate with the Company or any subsidiary or 
        affiliate thereof, upon its reasonable request, with 
        respect to matters within the scope of Executive's duties 
        and responsibilities during the Contract Employment 
        Period.  (The Company agrees and acknowledges that it 
        shall, to the maximum extent possible under the then 
        prevailing circumstances, coordinate (or cause a 
        subsidiary or affiliate thereof to coordinate) any such 
        request with Executive's other commitments and 
        responsibilities to minimize the degree to which such 
        request interferes with such commitments and 
        responsibilities).  The Company agrees that it will 
        reimburse Executive for reasonable travel expenses (i.e., 
                                                            ____
        travel, meals and lodging) that Executive may incur in 
        providing assistance to the Company hereunder.


<PAGE> 17


Solely for purposes of Paragraph 8(b)(ii) above, the term 
"Insurance Agent" shall mean those insurance agents or agencies 
representing the Company or any subsidiary or affiliate thereof, 
that are exclusive or career agents or agencies of the Company or 
any subsidiary or affiliate thereof, or any insurance agents or 
agencies which derive 50% or more of their business revenue from 
the Company or any subsidiary or affiliate thereof (calculated on 
an aggregate basis for the 12-month period prior to the date of 
determination or such other similar period for which such 
information is more readily available).

           c.    Company Property.  Promptly following 
                 ________________                      
Executive's termination of employment, Executive shall return to 
the Company all property of the Company, and all copies thereof in 
Executive's possession or under his control.

           d.    Intention of the Parties.  If any provision of 
                 ________________________                       
Paragraph 8 is determined by an arbitrator (or a court of 
competent jurisdiction asked to enforce the decision of the 
arbitrator) not to be enforceable in the manner set forth in this 
Agreement, the Company and Executive agree that it is the 
intention of the parties that such provision should be enforceable 
to the maximum extent possible under applicable law and that such 
arbitrator (or court) shall reform such provision to make it 
enforceable in accordance with the intent of the parties.  
Executive acknowledges that a material part of the inducement for 
the Company to provide the salary and benefits evidenced hereby is 
Executive's covenants set forth in Paragraph 8(a), (b) and (c) and 
that the covenants and obligations of Executive with respect to 
nondisclosure and nonsolicitation relate to special, unique and 
extraordinary matters and that a violation of any of the terms of 
such covenants and obligations will cause the Company irreparable 
injury for which adequate remedies are not available at law.  
Therefore, Executive agrees that, if Executive shall materially 
breach any of those covenants following termination of employment, 
the Company shall have no further obligation to pay Executive any 
benefits otherwise payable hereunder and the Company shall be 
entitled to an injunction, restraining order or such other 
equitable relief (without the requirement to post a bond) 
restraining Executive from committing any violation of the 
covenants and obligations contained in Paragraph 8(a), (b) and 
(c).  The remedies in the preceding sentence are cumulative and 
are in addition to any other rights and remedies the Company may 
have at law or in equity as an arbitrator (or court) shall 
reasonably determine.


<PAGE> 18


           e.  Waiver.  Without limiting the generality of the 
               ______                                          
foregoing, upon request of Executive prior to engaging in any 
conduct otherwise prohibited by this Paragraph 8, the Company may, 
in its sole discretion, waive in writing, on such terms and 
conditions as it may deem appropriate, any violation of this 
Paragraph 8 which would otherwise occur due to such conduct.

           9.  Miscellaneous.
               _____________ 

           a.  Survival.  Paragraphs 5(c) (dealing with 
               ________                                 
reimbursement of expenses), 7 (relating to a Change in Control), 8 
(relating to noncompetition, nonsolicitation and confidentiality) 
and 9 (relating, among other things, to survival, assignment and 
governing law) shall survive the termination hereof, whether such 
termination shall be by expiration of the Contract Employment 
Period or an early termination pursuant to Paragraph 6 hereof. 
Paragraph 6((other than Paragraph 6(f)) (relating to early 
termination) shall survive the termination hereof to the extent 
that, prior thereto, or at the time of termination, Executive (or 
his beneficiary) has become or becomes entitled to receive any of 
the benefits payable thereunder.  Paragraph 6(f) (and to the 
extent applicable to such Paragraph 6(f), 6(e)) shall survive for 
one year following the termination hereof.  The option referred to 
in Paragraph 4 survives for the term specified in Attachment A.

           b. Binding Effect.  This Agreement shall be binding 
              ______________                                   
on, and shall inure to the benefit of, the Company and any person 
or entity that succeeds to the interest of the Company (regardless 
of whether such succession does or does not occur by operation of 
law) by reason of the sale of all or a portion of the Company's 
stock, a merger, consolidation or reorganization involving the 
Company or, unless in the case of a sale involving less than all 
or substantially all of the Company's assets the Company otherwise 
elects in writing, a sale of the assets of the business of the 
Company (or portion thereof) in which Executive performs a 
majority of his services.  Any successor in interest to the 
Company shall acknowledge in writing to Executive that it has 
assumed this Agreement and is responsible to Executive for the 
performance of the Company's obligations under this Agreement.  
Without limiting the generality of the foregoing, the Company 
shall have the right, without the consent of Executive, to assign 
this Agreement and its obligations hereunder to any New Entity or 
any subsidiary of any New Entity by which Executive becomes 
employed, at the discretion of the Company, by reason of the 
implementation of any restructuring of the Company, and, following 
any such assignment, such New Entity or subsidiary shall be 
treated as the Company for all purposes of this Agreement.  This 
Agreement shall also inure to the benefit of Executive's heirs, 
executors, administrators and legal representatives.

           c.  Assignment.  Except as provided under Paragraph 
               __________                                      
9(b), neither this Agreement nor any of the rights or obligations 
hereunder shall be assigned or delegated by any party hereto 
without the prior written consent of the other party.  In the 
event the Company assigns this Agreement pursuant to Section 9(b), 
the Company shall guarantee payment to Executive of any amounts at 
any time due and payable hereunder in the event (and only to the 
extent) that the assignee has become a debtor in bankruptcy, is 
the subject of a receivership or similar preceding or has become 
insolvent, provided that Executive shall be required to assign his
           ________ ____                                          

<PAGE> 19


rights against the assignee through subrogation as a condition of 
receiving any payment under the Company's guarantee.  In 
consideration of such guarantee, Executive agrees that following 
such assignment, the covenants of Executive in Paragraphs 8(b)(i) 
and (v) shall continue to inure to the benefit of the Company, as 
well as the assignee.  The Company and Executive agree that 
following any assignment all other covenants described herein in 
favor of the Company shall, from and after the date of such 
assignment, inure solely to the benefit of the assignee.

           d.  Entire Agreement.  Except as expressly provided 
               ________________                                
below, this Agreement, the Option Agreement and the portion, if 
any, of any other agreement relating to pension service or credits 
referred to in Paragraph 5(a) shall constitute the entire 
agreement between the parties hereto with respect to the matters 
referred to herein and any other agreement or any portion of any 
such other agreement not expressly preserved hereby shall cease to 
be effective upon the execution hereof and shall not become 
reinstated upon the expiration or other termination of this 
Agreement, provided that paragraph 2(h) of that certain letter 
dated January 2, 1991 from Edmund F. Kelly to Executive relating 
to severance pay benefits payable for 52 weeks shall become 
reinstated upon expiration of this Agreement.  There are no 
promises, representations, inducements or statements between the 
parties other than those that are expressly contained herein.  
Executive acknowledges that he is entering into this Agreement of 
his own free will and accord, and with no duress, that he has read 
this Agreement and that he understands it and its legal 
consequences.  Other than the provisions of Paragraph 6 which 
limit Executive's eligibility to receive severance benefits under 
the Company's generally applicable plans, programs or agreements, 
nothing in this Agreement shall be construed to limit or otherwise 
supersede Executive's rights or entitlements under any 
compensatory plan, program or arrangement made available generally 
to all employees or all officers of the Company or under the 1994 
Plan or the 1984 Plan and this Paragraph 9(d) shall not preclude 
reference to the documents governing any such plan, program or 
arrangement to determine such rights and entitlements.

           e.  Severability; Reformation.  In the event that 
               _________________________                     
one or more of the provisions of this Agreement shall become 
invalid, illegal or unenforceable in any respect, the validity, 
legality and enforceability of the remaining provisions contained 
herein shall not be affected thereby.  In the event any of 
Paragraph 8(a), (b) or (c) is not enforceable in accordance with 
its terms, Executive and the Company agree that such Paragraph 
shall be reformed to make such Paragraph enforceable in a manner 
which provides the Company the maximum rights permitted at law.

           f.  Waiver.  Waiver by any party hereto of any 
               ______                                     
breach or default by the other party of any of the terms of this 
Agreement shall not operate as a waiver of any other breach or 
default, whether similar to or different from the breach or 
default waived.  No waiver of any provision of this Agreement 
shall be implied from any course of dealing between the parties 
hereto or from any failure by either party hereto to assert its or 
his rights hereunder on any occasion or series of occasions.  

<PAGE> 20


            g.  Notices.  Any notice required or desired to be 
                _______                                        
delivered under this Agreement shall be in writing and shall be 
delivered personally, by courier service, by registered mail, 
return receipt requested, or by telecopy and shall be effective 
upon actual receipt by the party to which such notice shall be 
directed, and shall be addressed as follows (or to such other 
address as the party entitled to notice shall hereafter designate 
in accordance with the terms hereof): 

           If to the Company:

               Aetna Life and Casualty Company
               151 Farmington Avenue
               Hartford, Connecticut
               Attention: Corporate Secretary

           If to Executive: 

               James W. McLane
               20 Colony Road
               West Hartford, Connecticut  06117

           h.  Arbitration.  The Company and Executive agree 
               ___________                                   
that any claim, dispute or controversy arising under or in 
connection with this Agreement, or otherwise in connection with 
Executive's employment by the Company (including, without 
limitation, any such claim, dispute or controversy arising under 
any federal, state or local statute, regulation or ordinance or 
any of the Company's employee benefit plans, policies or programs) 
shall be resolved solely and exclusively by binding arbitration.  
The arbitration shall be held in the city of Hartford, Connecticut 
(or at such other location as shall be mutually agreed by the 
parties). The arbitration shall be conducted in accordance with 
the Expedited Employment Arbitration Rules (the "Rules") of the 
American Arbitration Association (the "AAA") in effect at the time 
of the arbitration, except that the arbitrator shall be selected 
by alternatively striking from a list of five arbitrators supplied 
by the AAA.  All fees and expenses of the arbitration, including a 
transcript if either requests, shall be borne equally by the 
parties.  If Executive prevails as to any material issue presented 
to the arbitrator, the entire cost of such proceedings (including, 
without limitation, Executive's reasonable attorneys fees) shall 
be borne by the Company.  If Executive does not prevail as to any 
material issue, each party will pay for the fees and expenses of 
its own attorneys, experts, witnesses, and preparation and 
presentation of proofs and post-hearing briefs (unless the party 
prevails on a claim for which attorney's fees are recoverable 
under the Rules).  Any action to enforce or vacate the 
arbitrator's award shall be governed by the Federal Arbitration 
Act, if applicable, and otherwise by applicable state law.  If 
either the Company or Executive pursues any claim, dispute or 
controversy against the other in a proceeding other than the 
arbitration provided for herein, the responding party shall be 
entitled to dismissal or injunctive relief regarding such action 
and recovery of all costs, losses and attorney's fees related to 
such action.

           i.  Amendments.  This Agreement may not be altered, 
               __________                                      
modified or amended except by a written instrument signed by each 
of the parties hereto.  


<PAGE> 21


           j.  Headings.  Headings to paragraphs in this 
               ________                                  
Agreement are for the convenience of the parties only and are not 
intended to be part of or to affect the meaning or interpretation 
hereof.  


           k.  Counterparts.  This Agreement may be executed in 
               ____________                                     
counterparts, each of which shall be deemed an original but all of 
which together shall constitute one and the same instrument.

           l.  Withholding.  Any payments provided for herein 
               ___________                                    
shall be reduced by any amounts required to be withheld by the 
Company from time to time under applicable Federal, State or local 
income or employment tax laws or similar statutes or other 
provisions of law then in effect.

           m.  Governing Law.  This Agreement shall be governed 
               _____________                                    
by the laws of the State of Connecticut, without reference to 
principles of conflicts or choice of law under which the law of 
any other jurisdiction would apply.

           IN WITNESS WHEREOF, the Company has caused this 
Agreement to be executed by its duly authorized officer and 
Executive has hereunto set his hand as of the day and year first 
above written.

                                Aetna Life and Casualty Company



                                /s/ Ronald E. Compton
                                _______________________________
                                Ronald E. Compton
                                Chairman




                                /s/ James W. McLane
                                _______________________________
                                James W. McLane