EXHIBIT 10.22

                              EMPLOYMENT AGREEMENT


                  AGREEMENT, dated as of February 15, 1996, between Alexander &
Alexander Services Inc., a Maryland corporation (the "Company"), and Edward F.
Kosnik ("Executive"), a resident of the State of Connecticut.

                              W I T N E S S E T H:

                  WHEREAS, the Executive currently serves as the Company's
Senior Executive Vice President and Chief Financial Officer; and

                  WHEREAS, the Company believes that the services performed to
date by Executive have been of substantial value to the Company and that
Executive's continued service would be of great value to the Company; and

                  WHEREAS, the Company desires to assure itself of Executive's
continued employment and Executive is willing to continue his employment with
the Company upon the terms and conditions hereinafter set forth;

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

                  1.       Term of Employment.

                  Except as provided in Section 8, the Company shall employ
Executive for the period commencing on August 17, 1995 (the "Effective Date")
and ending on August 31, 2000 (the "Employment Period").

                  2.       Duties.

                  During Executive's employment hereunder, Executive agrees (a)
to serve as Senior Executive Vice President and Chief Financial Officer of the
Company and (b) to perform such duties as may be assigned to him from time to
time by the Company which are consistent with the Executive's skill, position,
training and ability. During his employment hereunder, Executive shall devote
his entire time, energy and skill during regular business hours (other than
during periods of illness, vacation and other approved absences) to the affairs
of the Company and to the promotion of its interests.



<PAGE>


                  3.       Base Compensation.

                  During the term of this Agreement, the Company shall pay
Executive a base salary at an annual rate of not less than $400,000 in
approximately equal installments payable semi-monthly. The Company shall
annually review Executive's base salary and he shall be eligible for an increase
in such then existing base salary, contingent on his performance and the
Company's then existing merit increase guidelines applicable to employees with
responsibilities and skills similar to those of Executive. During the term
hereof, the Company shall not have the ability to decrease the then existing
base salary of Executive without his consent.

                  4.       Incentive Compensation.

                  During the term of this Agreement, Executive will participate
in the Company's annual and long term incentive compensation programs at a level
commensurate with his position at the Company and consistent with then current
policies and practices. The amount payable to Executive under the applicable
annual bonus plan in respect of his services to the Company for each of the
calendar years 1995 and 1996 shall not be less than $200,000

                  5.       Supplemental Retirement Benefits.

                    (a) Pre-55 Age and Service Supplement. If, prior to
          attaining age 55, Executive's employment is terminated (i) by reason
          of his death, (ii) by the Company under the provisions of Section
          8(a)(iii) or (iii) by Executive under the provisions of Section
          8(a)(iv)or Section 8(a) (v), then the benefit of Executive (or his
          spouse, if applicable) under Section 4.1(a) of the Company's
          Supplemental Executive Retirement Plan for Senior Management (the
          "SERP") shall be calculated as if Executive had remained in the
          Company's employ until the last day of the month in which Executive
          attains (or would have attained) age 55 and earned compensation during
          such period of deemed employment at a rate equal to his actual 
          compensation in effect immediately prior to such termination.

                    (b) Special Spouse's Benefit. If Executive dies prior to
          attaining age 55 while an employee of the Company or while receiving
          benefits under Section 8(b)(i) or Section 8(b)(ii), the Company shall
          pay Executive's spouse a special spouse's benefit, commencing as of
          the first day of the calendar month immediately following the date of
          Executive's death, and continuing until the first day of the month
          next following the date on which Executive would have attained age 55,
          in an amount equal to the sum of (x) the benefits that would be
          payable to Executive's spouse under the SERP and (y) the benefits that
          would be payable to Executive's spouse under Section 5(a), determined
          as though Executive had lived until age 55, commenced payment of his
          benefits in the form of a 50% joint and survivor annuity and died
          immediately thereafter.



<PAGE>


                    (c) Manner of Payment. Any additional retirement benefit
          payable in accordance with Section 5(a) shall be paid at the same
          time, in the same manner and subject to the same terms and conditions
          as, benefits payable to Executive under the SERP, except that in no
          event shall the benefits payable under Section 5(a) be less than the
          actuarial equivalent of the benefit payable thereunder at the age at
          which Executive elects to commence receipt of his retirement benefits.
          Without limiting the generality of the foregoing, upon the occurrence
          of a Change of Control of the Company, as defined in the SERP, the
          Company shall contribute to a grantor trust an amount sufficient to
          fund, on a present value basis, the Company's obligations, if any, to
          Executive (or his spouse) under Sections 5(a) and 5(b).

                    (d) No Mitigation. Notwithstanding anything in this
          Agreement or the SERP to the contrary, the benefits payable to
          Executive under Section 5(a) shall not be reduced, offset or otherwise
          altered by reason of Executive's employment with any other employer
          during the period that such benefits are payable, unless, in
          connection with such employment, Executive breaches his covenants
          under this Agreement.

               6.   Benefits and Perquisites.

               Executive shall be entitled to participate in the employee
          benefit plans, policies and programs which are available generally to
          the Company's employees. Executive shall be provided with perquisites
          in accordance with the Company's plans, programs and policies
          generally applicable to senior officers.

               7.   Expenses.

               The Company agrees to reimburse Executive for expenses properly
          incurred by him in the performance of his duties hereunder in
          accordance with policies established from time to time by the Company.
          Executive will provide the Company with substantiation of such
          expenses in such manner as is reasonably requested by the Company.
                 
               8.   Termination of Employment and this Agreement.

                    (a) Executive's employment hereunder shall cease and
               terminate upon the earliest of the events specified below:

                                   (i)  The death of Executive.

                                   (ii) Termination of Executive's employment
               for Cause, limited to (A) a finding by the Board of Directors of
               the Company that the Executive has willfully and materially
               failed, refused or neglected to perform and discharge his duties
               and responsibilities hereunder for at least 10 business days
               after written notice from the Company setting forth the actions
               or omissions, as


               the case may be, which constitute such failure, refusal or 
               neglect, (B) a violation of any of the covenants set forth 
               in Sections 9 through 14 hereof, (C) a material breach of 
               Executive's fiduciary duties to the Company or any subsidiary 
               or affiliate which results in a material detriment to the 
               Company, (D) repeated material gross misconduct by Executive, 
               (E) commission by Executive of an intentional tort against 
               the business and operations of the Company or any member of 
               the same controlled group of corporations (the "A & A Group")
               which results in a material detriment to the Company or any
               member of the A & A Group or (F) Executive's commission of an act
               constituting a criminal act which the Board of Directors of the
               Company determines in good faith will have a material adverse
               impact on the business or reputation of the Company or any member
               of the A & A Group if Executive remains in the Company's employ.
                                  


                                   (iii)Termination of Executive's employment
               by the Company other than for Cause pursuant to 90 days' written
               notice to Executive.

                                   (iv) Termination of Executive's employment by
               Executive for Good Reason, limited to a termination occurring (A)
               within 90 days following a reduction in Executive's base salary
               payable under Section 3, (B) within 90 days following a material
               breach of this Agreement by the Company, or (C) within 90 days
               following the relocation of Executive's principal place of
               employment to any location other than a principal city in North
               America, the United Kingdom, Australia or Western Europe;
               provided, however, that Executive shall give the Company at least
               30 days prior written notice of his intention to terminate his
               employment under this subsection 8(a)(iv).

                                   (v) Termination of Executive's employment by
               Executive within 36 months following a Change of Control (as
               defined in the SERP, as in effect on the date hereof and
               expressly incorporated herein by reference) which is a
               termination for Good Reason under the A&A Services Senior
               Executive Severance Plan (the "Severance Plan").

                    (b) Post-Termination Matters

                                   (i) Severance Benefits. If Executive's
               employment is terminated by the Company pursuant to Section
               8(a)(iii) or by Executive pursuant to Section 8(a)(iv), Executive
               shall be entitled to receive from the Company, in a single lump
               sum payment, an amount equal to two times his then current annual
               salary and his targeted annual bonus for the then current year in
               lieu of any benefits under the Severance Plan to which Executive
               would otherwise be entitled. Executive shall, however, also be
               entitled to receive those benefits listed in Section 8.1.2.b of
               the Severance Plan as of the date of this Agreement for the
               shorter of the period ending (A) 24 months from the termination
               of his employment or (B) upon his commencement of subsequent
               employment by an employer other than the Company.


<PAGE>


                                   (ii) Termination Following a Change of
               Control. If Executive's employment is terminated by either party
               pursuant to Section 8(a)(v), Executive shall be entitled to
               receive from the Company an amount equal to three times his then
               current annual salary and his targeted annual bonus for the then
               current year in lieu of any benefits under the Severance Plan to
               which Executive would otherwise be entitled.

                                   (iii) Liquidated Damages. The amount paid to
               Executive pursuant to either Section 8(b)(i) or Section 8(b)(ii)
               shall be paid as liquidated damages and shall be in lieu of all
               other amounts which may be due to Executive as severance pay or
               otherwise as a result of the termination of Executive's
               employment hereunder, except that Executive's rights under
               Section 5 hereof and any benefit plan, policy or arrangement
               providing benefits other than severance shall be determined under
               the terms of such Section or such plan, policy or arrangement.

                                   (iv) Breach by Executive. Executive agrees
               that his failure to remain in the Company's employ in accordance
               with the terms of this Agreement may result in disruption of the
               ongoing business affairs of the Company. Executive therefore
               agrees that, in addition to any other rights or remedies
               available to the Company, if Executive terminates his employment
               hereunder for reasons other than those described in Section
               8(a)(iv) or Section 8(a)(v) and obtains (or intends to obtain)
               other employment, Executive shall not disclose any information
               regarding such employment to any third party, including, without
               limitation, any Client (as defined below), without the written
               consent of the Company for a period of 90 days after giving the
               Company written notice of his intent to terminate his employment
               with the Company. Additionally, if the Company provides Executive
               with written notice not later than two business days after the
               termination of Executive's employment, Executive shall refrain
               from commencing such other employment and shall refrain from
               publicizing his obtaining of such other employment for a period
               of time specified in such notice ("Notice Period"), which Notice
               Period shall not exceed ninety (90) days from the date of such
               notice. During the Notice Period, the Company shall continue
               compensation, benefits and perquisites for Executive at the rate
               and level in effect as of the termination of his employment and
               shall not require Executive to perform any services on behalf of
               the Company except to reasonably cooperate in any appropriate
               announcement of Executive's termination of employment with the
               Company.

                                   (v) Definition of "Client". As used herein,
        "Client" shall mean any actual clients and customers of the Company, and
        any active prospective clients or customers of the Company which 
        Executive alone, or in combination with others, handled, serviced, or 
        solicited at any time during the two


<PAGE>        
        (2) year period immediately preceding the
        termination of Executive's employment with the Company.

                  9.       Confidentiality and Non-Disclosure.

                  It is understood that in the course of Executive's employment
with the Company, Executive has become and will continue to become acquainted
with Confidential Information (as defined below). Executive recognizes that
Confidential Information has been developed by the members of the A & A Group at
great expense, is confidential and proprietary to the members of the A&A Group,
and is and shall remain the exclusive property of the members of the A& A Group.
Executive agrees that Executive will not without the express, written consent of
the Company during the term of employment and for two (2) years after the
Termination Date, disclose, copy, make any use of, or remove from the Company's
premises Confidential Information (as defined below), except as may be required
in the course of Executive's employment. "Confidential Information" shall mean
the confidential and proprietary information of any member of the A & A Group
relating to: (a) internal business and management practices and procedures; (b)
sources with which insurance is placed; (c) A & A clients' policy expiration
dates, policy terms, conditions, and rates; (d) A & A clients' risk
characteristics and confidential information; (e) insurance markets and
marketing for A&A clients; (f) salary, bonus and other personal information
relating to employees of any member of the A&A Group; (g) corporate financial
and business information, strategies and plans of A&A, any member of the A&A
Group, or the A&A Group as a whole; (h) corporate human resource information,
strategies and plans of A & A, any member of the A & A Group, or the A & A Group
as a whole; (i) decisions and deliberations of committees or boards of any
member of the A & A Group in which Executive participates; or (i) litigation
affecting any member (s) of the A & A Group.

                  10.      Recruitment of Employees.

                  Executive recognizes that the employees of each member of the
A & A Group are a valuable resource of each such member. Executive agrees that
Executive shall not, for a period of two (2) years following the Termination
Date, either alone or in conjunction with any other person or entity solicit,
induce or recruit any employee to leave the employ of any member of the A & A
Group.

                  11.      Right to New Ideas.

                  Any invention, improvement, innovation, new product, process,
or idea made or developed by Executive, alone or in conjunction with others,
during the course of Executive's employment with the Company, relating to the
business of any member of the A & A Group, shall be deemed to have been made or
developed by Executive solely for the benefit of such member and shall be the
sole and exclusive property of such member. Executive shall not, either during
the course of Executive's employment or after the Termination Date, use or
disclose to any third party such invention, 



<PAGE>



improvement, innovation or new product, process or idea, except as expressly
authorized by the Company in writing.



                  12.      Return of Confidential Information.

                  As of the Termination Date Executive shall promptly return to
the Company originals or copies of any and all materials, documents, notes,
manuals or lists containing or embodying Confidential Information, or relating
directly or indirectly to the business of any member of the A & A Group, in the
possession or control of Executive.

                  13.      Prior Covenants.

                  Executive agrees that the covenants contained in this
Agreement are in addition to and not in lieu of any covenants previously entered
into between Executive and the Company and reaffirms the validity,
reasonableness and his willingness to be bound by the terms of those prior
covenants.

                  14.      Disclosure of this Agreement.

                  As soon as reasonably possible prior to the commencement by
Executive of employment with any third party during the two (2) year period
following the Termination Date, Executive shall promptly furnish such new
employer with a copy of this Agreement.

                  15.      Remedies with Respect to Covenants.

                                   (a) The parties recognize that irreparable
injury will result to the A & A Group, its business and its property in the
event of a breach by Executive of the covenants contained in Section 8(b)(iv),
and Sections 9 through 14 (a "Breach"). It is agreed that in the event of any
Breach, or threatened Breach, the Company shall be entitled, in addition to any
other remedies and damages available, to an injunction to restrain such Breach
or threatened Breach. Executive agrees that any member of the A & A Group for
which Executive performs services may enforce this Agreement. Executive and the
Company agree that all reasonable expenses, including attorneys' fees, that are
incurred by the party that is successful in any action involving any such
covenant shall be borne by the losing party.

                                   (b) If Executive shall have committed a
Breach under Section 9 or 10, and if the Company shall bring legal action for
injunctive or other relief, such relief shall have the duration specified in
such Section, commencing from the date such relief is granted, but reduced by
the period of time elapsed between the Termination Date and such Breach.


<PAGE>



                  16.      Nature and Reformation of Covenants.

                                   (a) Executive agrees and acknowledges that 
nothing contained in this Agreement or the enforcement of any covenant herein 
alters or shall alter Executive's ability to obtain a livelihood for the 
Executive or Executive's family.  Executive recognizes that the covenants 
contained in this Agreement are reasonably necessary to protect the Company's 
legitimate interest in the customers and accounts Executive develops as an 
employee and to protect Confidential Information. Executive further 
acknowledges that the business of the Company and the A & A Group is not 
confined to a specific geographical area, and that the absence of a geographical
limitation in Sections 9 and 10 hereof is, in view of the nature of the 
business, reasonable.

                                   (b) Executive agrees that the covenants
contained in Section 8(b)(iv) and Sections 9 through 14 are a substantial part
of the consideration being received by the Company in respect of this Agreement,
and are being made by Executive expressly to induce the Company to enter into
this Agreement. Executive and the Company agree that if any provision of any
such covenant cannot be enforced as written, due to the length or scope of the
prohibitions contained therein or for any other reason, a court or arbitrator
having jurisdiction over this Agreement shall reform any such unenforceable
provision so that it shall be enforceable in the manner which provides the
Company and each member of the A & A Group with the greatest level of protection
permissible at law.

                  17.      Assignment.

                  This Agreement shall not be assigned by either Executive or
the Company except that the Company shall have the right to assign its rights
hereunder to any direct or indirect parent or subsidiary of the Company or to
any successor in interest of the Company whether by merger, consolidation,
purchase of assets or otherwise. The Company represents and warrants that it
currently has no intention to enter into any transactions which could result in
this Agreement being assigned.

                  18.      Survival.

                  The provisions of Section 5, Section 8(b) and Sections 9
through 16 shall survive the term of this Agreement and shall continue in full
force and effect in accordance with their terms.


<PAGE>


                  19.      Notices.

                  All notices, requests, demands and other communications
hereunder must be in writing and shall be deemed to have been given if delivered
by hand or mailed within the continental United States by first-class,
registered or certified mail, return receipt requested postage and registry fees
prepaid and addressed as follows:


                  (a)      if to the Company:

                           Alexander & Alexander Services Inc.
                           1185 Avenue of the Americas
                           New York, New York  10036
                           Attn: General Counsel

                  (b)      if to Executive:

                           Edward F. Kosnik
                           9 Ashton Drive
                           Greenwich, Connecticut  06831

                  Addresses may be changed by notice in writing signed by the
addressee.

                  20.      Disputes.

                  Any disputes arising under this Agreement (excepting disputes
relating to the covenants set forth in Sections 9, 10, 11, 12, 13 and/or 14)
shall be resolved by binding arbitration under the rules of the American
Arbitration Association then in effect in the State of New York, by an
arbitrator acceptable to both the Company and Executive. If the parties cannot
agree on an acceptable arbitrator, the dispute shall be heard by a panel of
three arbitrators, one appointed by each of the parties and the third appointed
by the other two arbitrators. Any such arbitration shall be held in New York,
New York, and the costs of such arbitration shall be borne by the party who
loses such arbitration.

                  21.      Miscellaneous.

                        (a) Entire Agreement. Except as otherwise 
          expressly provided, this Agreement embodies the en tire understanding
          between Executive and the Company, except that nothing in this 
          Agreement shall be deemed to limit, restrict, constrain, supersede 
          or otherwise impair the Company's rights and benefits under the terms 
          of any agreement between the Company and Executive in effect on the 
          date hereof regarding confidentially, non-competition by Executive, 
          non-solicitation or any other matter discussed and described in 
          Sections 9 through 16 hereof.


<PAGE>


                        (b) Amendments. No amendment, change, alteration or 
     other modification of this Agreement shall be made except in writing 
     signed by both parties hereto.


                        (c) Headings. The headings in this Agreement are for 
     convenience of reference only and shall not be considered as part of this 
     Agreement nor limit or otherwise affect the meaning hereof. 

                        (d) Severability. In case any one or more of the 
     provisions contained in this Agreement should be invalid, illegal and 
     unenforceable in any respect, the validity, legality and enforceability 
     of the remaining provisions contained herein shall not in any way be 
     affected or impaired thereby.

                        (e) Governing Law. This Agreement shall in all respects 
     be governed and construed in accordance with the laws of the State of 
     Maryland.

               (f) 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 tax laws or similar
     statutes then in effect.


                  IN WITNESS WHEREOF, the parties hereto have executed and
delivered this Agreement as of the day and year first above written.



                                           ALEXANDER & ALEXANDER SERVICES INC.



                                           By: 
                                           ------------------------------------





                                           Edward F. Kosnik



                                           -------------------------------------



<PAGE>


                               AMENDMENT NUMBER 1


         THIS AMENDMENT made as of the 16th day of February, 1996, by and
between Alexander & Alexander Services Inc., a Maryland corporation (the
"Company"), and Edward F. Kosnik (the "Executive"), a resident of the State of
Connecticut.


                                   WITNESSETH

         WHEREAS, the Executive and the Company are party to a certain
Employment Agreement dated as of February 15, 1996 (the "Employment Agreement");
and

         WHEREAS, the Executive and the Company are desirous of amending the
Employment Agreement, to more fully set forth their mutual responsibilities and
obligations in the event of a change of control of the Company.

         NOW, THEREFORE, the parties hereto agree as follows:

         1.       Section  8(a)(v) of the  Employment  Agreement  shall be 
omitted in its  entirety and replaced by The following:

         "(v) Termination of Executive's employment by Executive within 36
months following a Potential Change of Control or a Change of Control, as
defined in that certain Employment Continuation Agreement dated as of February
16, 1996 between the Executive and the Company, which agreement is attached
hereto as Exhibit A and incorporated herein by reference (the "Exhibit A
Agreement"). Except as expressly provided below, in the event of the occurrence
of a Change of Control or a Potential Change of Control, the terms of the
Exhibit A Agreement shall be the sole and exclusive agreement governing the
employment relationship between the Company and the Executive, and this
Agreement shall be of no further force and effect. Notwithstanding the foregoing
sentence: (i) in the event that either the Board of Directors or the Executive,
following the occurrence of a Potential Change of Control, shall exercise the
right pursuant to section 1(b) of the Exhibit A Agreement to terminate the
Exhibit A Agreement, then this Agreement shall become effective immediately upon
such action by the Board of Directors or the Executive, as if no termination of
this Agreement shall have occurred; and (ii) the terms and obligations of
sections 5, 8(v), 9, 10, 11, and 12 of this Agreement shall survive such
termination of this Agreement."

         2.       Section  8(b)(ii) of the  Employment  Agreement  shall be 
omitted in its entirety and replaced by the following:

<PAGE>


         (ii) Termination Following a Change of Control. If Executive's
         employment is terminated by either party pursuant to the terms of the
         Exhibit A Agreement, Executive shall be entitled to receive from the
         Company those payments and benefits specified in the Exhibit A
         Agreement.

         3.       Except as amended  herein,  the  Employment  Agreement  
remains  unmodified and in full force and effect.


         IN WITNESS  WHEREOF,  the parties  hereto  execute this  Amendment  
Number 1 as of the date first  written above.



                                            ALEXANDER & ALEXANDER SERVICES INC.




                                            By:________________________________
                                            Its:


                                            ------------------------------------
                                                     Edward F. Kosnik



<PAGE>



                        EMPLOYMENT CONTINUATION AGREEMENT


THIS AGREEMENT between Alexander & Alexander Services Inc., a Maryland
corporation (the "Company"), and Edward F. Kosnik (the "Executive"), dated as of
this 16th day of February 1996.


                              W I T N E S S E T H :


         WHEREAS, the Company has employed the Executive in an officer position
and has determined that the Executive holds an important position with the
Company;

         WHEREAS, the Company believes that, in the event it is confronted with
a situation that could result in a change in ownership or control of the
Company, continuity of management will be essential to its ability to evaluate
and respond to such situation in the best interests of shareholders;

         WHEREAS, the Company understands that any such situation will present
significant concerns for the Executive with respect to his financial and job
security;

         WHEREAS, the Company desires to assure itself of the Executive's
services during the period in which it is confronting such a situation, and to
provide the Executive certain financial assurances to enable the Executive to
perform the responsibilities of his position without undue distraction and to
exercise his judgment without bias due to his personal circumstances;

         WHEREAS, to achieve these objectives, the Company and the Executive
desire to enter into an agreement providing the Company and the Executive with
certain rights and obligations upon the occurrence of a Change of Control or
Potential Change of Control (as defined in Section 2);

         NOW, THEREFORE, in consideration of the premises and mutual covenants
herein contained, it is hereby agreed by and between the Company and the
Executive as follows:

          1. Operation of Agreement. (a) Effective Date. The effective date
of this Agreement shall be the earlier of the date on which a Potential Change
of Control or Change of Control occurs (the "Effective Date"), provided that if
the Executive 


<PAGE>


is not employed by the Company, or is employed but on a disability leave of
absence, on the Effective Date, this Agreement shall be void and without effect.
          
       (b) Termination of Agreement Following a Potential Change of
Control. Notwithstanding Section 1(a), in the event the Effective Date occurs
upon a Potential Change of Control, this Agreement shall cease to be effective
upon (i) a good faith determination by the Board of Directors of the Company
("Board") that the events giving rise to a Potential Change of Control will not
result in the occurrence of a Change of Control or (ii) receipt by the Company
of a written notice from the Executive, given after the first anniversary of the
occurrence of a Potential Change of Control (but prior to the occurrence of a
Change of Control), that he wants the Agreement to cease to be effective.
Following such a determination by the Board or receipt of such a notice from the
Executive, neither the Company nor the Executive shall have any obligation to
the other under this Agreement, unless and until it thereafter again becomes
effective by reason of the occurrence of another Potential Change of Control or
any actual Change of Control.

                  (c) Employee's Election. At the Employee's election, the
rights and benefits afforded the Employee under the terms and conditions set
forth in this Agreement are in lieu of, and not in addition to, any severance
benefits the Employee may be entitled to receive pursuant to any employment
agreement or arrangement between the Company and the Employee or any severance
plan or arrangement offered by the Company under which the Employee is eligible.

         2.     Definitions.  (a) Change of  Control.  For the  purposes of this
Agreement,  a "Change of Control" shall be deemed to have occurred if:

                  (i) Any individual, firm, corporation or other entity, or any
         group (as defined in Section 13(d)(3) of the Securities Exchange Act of
         1934, as amended (the "1934 Act")) becomes, directly or indirectly, the
         beneficial owner (as defined in the General Rules and Regulations of
         the Securities and Exchange Commission with respect to Section 13(d)
         and 13(g) of the 1934 Act) of more than 35% of the then outstanding
         shares of the Company's capital stock entitled to vote generally in the
         election of directors of the Company; or

                  (ii) The stockholders of the Company approve a definitive
         agreement for (A) the merger or other business combination of the
         Company with or into another corporation pursuant to which the
         stockholders of the Company do not own, immediately after the
         transaction, more than 50% of the voting power of the corporation that
         survives and is a publicly owned corporation and not a subsidiary of
         another corporation, or (B) the sale, exchange or other disposition of
         all or substantially all of the assets of the Company; or



<PAGE>


                  (iii) During any period of two years or less, individuals who
         at the beginning of such period constituted the Board cease for any
         reason to constitute at least a majority thereof unless the election,
         or the nomination for the election by the stockholders of the Company,
         of each new director was approved by a vote of at least 75% of the
         directors then still in office who were directors at the beginning of
         the period;

provided, however, that a "change of control" shall not be deemed to have taken
place if beneficial ownership is acquired by, or a tender or exchange offer is
commenced or announced by, the Company or any of it is Subsidiaries, any
profit-sharing, employee ownership or other employee benefit plan of the Company
or any Subsidiary or any trustee of or fiduciary with respect to any such plan
when acting in such capacity, or any group comprised solely of such entities.

          (b) Potential Change of Control. For the purposes of this Agreement, a
     Potential Change of Control shall be deemed to have occurred if:

     (i) a Person commences a tender offer (with adequate financing) for
securities representing at least 20% of the voting power of the Company's
securities;

     (ii) the Company enters into an agreement the consummation of which would
constitute a Change of Control; 

     (iii) proxies for the election of directors of the Company are solicited by
anyone other than the Company; or

     (iv) any other event occurs which is deemed to be a Potential Change of
Control by the Board.


         3. Employment Period. Subject to Section 6 of this Agreement, the
Company agrees to continue the Executive in its employ, and the Executive agrees
to remain in the employ of the Company, for the period (the "Employment Period")
commencing on the Effective Date and ending on the third anniversary of the
Effective Date. Notwithstanding the foregoing, if, prior to the Effective Date,
the Executive is demoted to a substantially lower position than the position
held on the date first set forth above, the Board may declare that this
Agreement shall be without force and effect by written notice delivered to the
Executive (i) within 30 days following such demotion and (ii) prior to the
occurrence of a Potential Change of Control or a Change of Control.

         4. Duties. From and after the Effective Date, the Executive agrees to
devote his full attention during normal business hours to the business and
affairs of the Company and to use his best efforts to perform faithfully and
efficiently the 


<PAGE>

duties and responsibilities reasonably commensurate with his skills, ability and
training assigned to him from time to time by the Company, except for (i) time
spent in managing his personal, financial and legal affairs and serving on
corporate, civic or charitable boards or committees, in each case only if and to
the extent not substantially interfering with the performance of such
responsibilities, and (ii) periods of vacation and sick leave to which he is
entitled. It is expressly understood and agreed that the Executive's continuing
to serve on any boards and committees on which he is serving or with which he is
otherwise associated immediately preceding the Effective Date shall not be
deemed to interfere with the performance of the Executive's services to the
Company. During the Employment Period, the Executive's services shall be
performed at the location where the Executive was employed immediately preceding
the Effective Date.

         5. Compensation. (a) Base Salary. During the Employment Period, the
Executive shall receive a base salary at a monthly rate at least equal to the
monthly salary paid to the Executive by the Company and any of its affiliated
companies immediately prior to the Effective Date. The base salary shall be
reviewed at least once each year after the Effective Date, and may be increased
(but not decreased) at any time and from time to time by action of the Board or
any committee thereof or any individual having authority to take such action in
accordance with the Company's regular practices. The Executive's base salary, as
it may be increased from time to time, shall hereafter be referred to as "Base
Salary". Neither the Base Salary nor any increase in Base Salary after the
Effective Date shall serve to limit or reduce any other obligation of the
Company hereunder.

                  (b) Annual Bonus. During the Employment Period, in addition to
the Base Salary, for each fiscal year of the Company ending during the
Employment Period, the Executive shall be afforded the opportunity to receive an
annual bonus on terms and conditions 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 the Effective Date (the "Annual Bonus
Opportunity"). Any amount payable in respect of the Annual Bonus Opportunity
shall be paid as soon as practicable following the year for which the amount (or
prorated portion) is earned or awarded, unless electively deferred by the
Executive pursuant to any deferral programs or arrangements that the Company may
make available to the Executive.

                  (c) Long-term Incentive Compensation Programs. During the
Employment Period, the Executive shall participate in all long-term incentive
compensation programs for key executives at a level that is commensurate with
the Executive's participation in such plans immediately prior to the Effective
Date, or, if more favorable to the Executive, at the level made available to the
Executive or other similarly situated officers at any time thereafter.


<PAGE>




                  (d) Benefit Plans. During the Employment Period, the Executive
(and, to the extent applicable, his dependents) shall be entitled to participate
in or be covered under the Company's employee benefit programs, including, but
not limited to, all pension, retirement, deferred compensation, savings,
medical, dental, health, disability, group life, accidental death and travel
accident insurance plans and programs of the Company and its affiliated
companies at a level that is commensurate with the Executive's participation in
such plans immediately prior to the Effective Date, or, if more favorable to the
Executive, at the level made available to the Executive or other similarly
situated officers at any time thereafter.

                  (e) Expenses. During the Employment Period, the Executive
shall be entitled to receive prompt reimbursement for all reasonable expenses
incurred by the Executive in accordance with the policies and procedures of the
Company as in effect immediately prior to the Effective Date. Notwithstanding
the foregoing, the Company may apply the policies and procedures in effect after
the Effective Date to the Executive, if such policies and procedures are more
favorable to the Executive than those in effect immediately prior to the
Effective Date.

                  (f) Vacation and Fringe Benefits. During the Employment
Period, the Executive shall be entitled to paid vacation and fringe benefits at
a level that is commensurate with the paid vacation and fringe benefits
available to the Executive immediately prior to the Effective Date, or, if more
favorable to the Executive, at the level made available from time to time to the
Executive or other similarly situated officers at any time thereafter.

                  (g) Indemnification. During and after the Employment Period,
the Company shall indemnify the Executive and hold the Executive harmless from
and against any claim, loss or cause of action arising from or out of the
Executive's performance as an officer, director or employee of the Company or
any of its Subsidiaries or in any other capacity, including any fiduciary
capacity, in which the Executive serves at the request of the Company to the
maximum extent permitted by applicable law and the Company's Certificate of
Incorporation and By-Laws (the "Governing Documents"), provided that in no event
shall the protection afforded to the Executive hereunder be less than that
afforded under the Governing Documents as in effect immediately prior to the
Effective Date.

                  (h) Office and Support Staff. The Executive shall be entitled
to an office with furnishings and other appointments, and to secretarial and
other assistance, at a level that is at least commensurate with the foregoing
provided to other similarly situated officers.

                  6. Termination. (a) Death, Disability or Retirement. This
Agreement shall terminate automatically upon the Executive's death, termination
due to "Disability" (as defined below) or voluntary retirement under any of the
Company's retirement plans as in effect from time to time. For purposes of this
Agreement, Disability shall mean the Executive's inability to perform the duties
of his position, as determined in accordance with the policies and procedures
applicable with respect to the Company's long-term disability plan, as in effect
immediately prior to the Effective Date.

                  (b) Voluntary Termination. Notwithstanding anything in this
Agreement to the contrary, following a Change of Control the Executive may, upon
not less than 30 days' written notice to the Company, voluntarily terminate
employment for any reason (including early retirement under the terms of any of
the Company's 



<PAGE>

retirement plans as in effect from time to time), provided that any termination
by the Executive pursuant to Section 6(d) on account of Good Reason (as defined
therein) shall not be treated as a voluntary termination under this Section
6(b).

                  (c) Cause. The Company may terminate the Executive's
employment for Cause. For purposes of this Agreement, "Cause" means (i) the
Executive's conviction or plea of nolo contendere to a felony; (ii) an act or
acts of dishonesty or gross misconduct on the Executive's part which result or
are intended to result in material damage to the Company's business or
reputation; or (iii) repeated material violations by the Executive of his
obligations under Section 4 of this Agreement, which violations are demonstrably
willful and deliberate on the Executive's part and which result in material
damage to the Company's business or reputation.

                  (d) Good Reason. Following the occurrence of a Change of
Control, the Executive may terminate his employment for Good Reason. For
purposes of this Agreement, "Good Reason" means the occurrence of any of the
following, without the express written consent of the Executive, after the
occurrence of a Change of Control:

                  (i) any failure by the Company to comply with any of the
         provisions of Section 5 of this Agreement, other than an insubstantial
         or inadvertent failure remedied by the Company promptly after receipt
         of notice thereof given by the Executive;

                  (ii) the Company's requiring the Executive to be based at any
         office or location more than 35 miles (or such other distance as shall
         be set forth in the Company's relocation policy as in effect at the
         Effective Time) from that location at which he principally performed
         his services immediately prior to the Change of Control, except for
         travel reasonably required in the performance of the Executive's
         responsibilities; or




<PAGE>



                  (iii) any failure by the Company to obtain the assumption and
         agreement to perform this Agreement by a successor as contemplated by
         Section 12(b).

                  (e) Notice of Termination. Any termination by the Company for
Cause or by the Executive for Good Reason shall be communicated by Notice of
Termination to the other party hereto given in accordance with Section 13(e).
For purposes of this Agreement, a "Notice of Termination" means a written notice
given, in the case of a termination for Cause, within 10 business days of the
Company's having actual knowledge of the events giving rise to such termination,
and in the case of a termination for Good Reason, within 180 days of the
Executive's having actual knowledge of the events giving rise to such
termination, and which (i) indicates the specific termination provision in this
Agreement relied upon, (ii) sets forth in reasonable detail the facts and
circumstances claimed to provide a basis for termination of the Executive's
employment under the provision so indicated, and (iii) if the termination date
is other than the date of receipt of such notice, specifies the termination date
of this Agreement (which date shall be not more than 15 days after the giving of
such notice). The failure by the Executive to set forth in the Notice of
Termination any fact or circumstance which contributes to a showing of Good
Reason shall not waive any right of the Executive hereunder or preclude the
Executive from asserting such fact or circumstance in enforcing his rights
hereunder.

                  (f) Date of Termination. For the purpose of this Agreement,
the term "Date of Termination" means (i) in the case of a termination for which
a Notice of Termination is required, the date of receipt of such Notice of
Termination or, if later, the date specified therein, as the case may be, and
(ii) in all other cases, the actual date on which the Executive's employment
terminates during the Employment Period.

                  7. Obligations of the Company upon Termination. (a) Death or
Disability. If the Executive's employment is terminated during the Employment
Period by reason of the Executive's death or Disability, this Agreement shall
terminate without further obligations to the Executive or the Executive's legal
representatives under this Agreement other than those obligations accrued
hereunder at the Date of Termination, and the Company shall pay to the Executive
(or his beneficiary or estate) (i) the Executive's full Base Salary through the
Date of Termination (the "Earned Salary"), (ii) any vested amounts or benefits
owing to the Executive under the Company's otherwise applicable employee benefit
plans and programs, including any compensation previously deferred by the
Executive (together with any accrued earnings thereon) and not yet paid by the
Company and any accrued vacation pay not yet paid by the Company (the "Accrued
Obligations"), and (iii) any other benefits payable due to the Executive's death
or Disability under the Company's plans, policies or programs (the "Additional
Benefits").


<PAGE>



                  Any Earned Salary shall be paid in cash in a single lump sum
as soon as practicable, but in no event more than 30 days (or at such earlier
date required by law), following the Date of Termination. Accrued Obligations
and Additional Benefits shall be paid in accordance with the terms of the
applicable plan, program or arrangement.

                  (b) Cause and Voluntary Termination. If, during the Employment
Period, the Executive's employment shall be terminated for Cause or voluntarily
terminated by the Executive (other than on account of Good Reason following a
Change of Control), the Company shall pay the Executive (i) the Earned Salary in
cash in a single lump sum as soon as practicable, but in no event more than 10
days, following the Date of Termination, and (ii) the Accrued Obligations in
accordance with the terms of the applicable plan, program or arrangement.

                  (c)  Termination  by the Company other than for Cause and  
                       ------------------------------------------------------
Termination by the Executive for Good Reason.
---------------------------------------------

                  (i) Lump Sum Payments. If, during the Employment Period, the
         Company terminates the Executive's employment other than for Cause, or
         following a Change of Control the Executive terminates his employment
         for Good Reason, the Company shall pay to the Executive the following
         amounts:

                  (A)      the Executive's Earned Salary;

                  (B)      an amount equal to the product of (i) the incentive
                           compensation the Executive would have been entitled
                           to receive under Paragraph 5(b) for the calendar year
                           in which his employment terminates had he remained
                           employed for the entire year and assuming that all
                           targets for such year had been met (the "Target
                           Bonus"), multiplied by (ii) a fraction, the numerator
                           of which is equal to the number of days in the
                           calendar year of the Executive's termination of
                           employment which have elapsed, as of the date of such
                           termination, and the denominator of which is 365 (the
                           "Accrued Bonus");

                  (C)      a cash amount (the "Severance Amount") equal to three
                           times the sum of

                           (1)      the Executive's annual Base Salary; and

                           (2)      the greater of


<PAGE>



                                    (x)   the average of the bonuses payable to
                                          the Executive for the five fiscal
                                          years of the Company (or such lesser
                                          period for which the Executive was
                                          employed, with any bonus payable for
                                          any period of employment of less than
                                          a full fiscal year annualized for the
                                          purposes of this calculation) ending
                                          immediately prior to the Effective
                                          Date; or

                                    (y)   the Target Bonus

                    (D)  a cash amount (the "Incremental Retirement Benefit")
                         equal to the present value, calculated using a discount
                         rate equal to the then prevailing applicable Federal
                         rate as determined under Section 1274(d) of the
                         Internal Revenue Code of 1986, as amended (the "Code"),
                         of the additional retirement benefits (including,
                         without limitation, any pension, retiree life or
                         retiree medical benefits) that would have been payable
                         or available to the Executive under any employee
                         benefit plan qualified under Section 401(a) of the Code
                         and under any supplemental retirement plan or
                         arrangement based on (x) the age and service the
                         Executive would have attained or completed had the
                         Executive continued in the Company's employ until the
                         expiration of the Employment Period and, (y) where
                         compensation is a relevant factor, his pensionable
                         compensation at the Date of Termination; and

                    (E)  the Accrued Obligations.

         The Earned Salary, Accrued Bonus, Severance Amount and Incremental
         Retirement Benefit shall be paid in cash in a single lump sum as soon
         as practicable, but in no event more than 30 days (or at such earlier
         date required by law), following the Date of Termination. Accrued
         Obligations shall be paid in accordance with the terms of the
         applicable plan, program or arrangement.

                  (ii) Continuation of Benefits. If, during the Employment
         Period, the Company terminates the Executive's employment other than
         for Cause, or following a Change of Control the Executive terminates
         his employment for Good Reason, the Executive (and, to the extent
         applicable, his dependents) shall be entitled, after the Date of
         Termination until the earlier of (1) the third anniversary of the Date
         of Termination (the "End Date") and (2) the date the Executive becomes
         eligible for comparable benefits under a similar plan, policy or
         program of a subsequent employer, to continue participation in all of
         the Company's employee and executive welfare and fringe benefit plans
         (the "Benefit Plans"). To the extent any such benefits cannot be
 

<PAGE>


        provided under the terms of the applicable plan, policy or program, the
         Company shall provide a comparable benefit under another plan or from
         the Company's general assets. The Executive's participation in the
         Benefit Plans will be on the same terms and conditions that would have
         applied had the Executive continued to be employed by the Company
         through the End Date.

                  (iii) In the event that the Executive shall in good faith give
         a Notice of Termination for Good Reason and it shall thereafter be
         determined that Good Reason did not exist and independent counsel
         chosen by the Board of Directors of the Company shall have determined
         after appropriate investigation that Good Reason did not exist, the
         employment of the Executive shall, unless the Company and the Executive
         shall otherwise mutually agree, be deemed to have terminated, at the
         date of giving such purported Notice of Termination, by mutual consent
         of the Company and the Executive and the Executive shall be entitled to
         receive only those payments and benefits which he would have been
         entitled to receive his Earned Salary, Accrued Bonus and Accrued
         Obligations.

                  (d) Discharge of the Company's Obligations. Except as
expressly provided in the last sentence of this Section 7(d), the amounts
payable to the Executive pursuant to this Section 7 (whether or not reduced
pursuant to Section 7(e)) following termination of his employment shall be in
full and complete satisfaction of the Executive's rights under this Agreement
and 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, upon the Executive's receipt
of such amounts, the Company shall be released and discharged from any and all
liability to the Executive in connection with this Agreement or otherwise in
connection with the Executive's employment with the Company and its
Subsidiaries. Nothing in this Section 7(d) shall be construed to release the
Company from its commitment to indemnify the Executive and hold the Executive
harmless from and against any claim, loss or cause of action arising from or out
of the Executive's performance as an officer, director or employee of the
Company or any of its Subsidiaries or in any other capacity, including any
fiduciary capacity, in which the Executive served at the request of the Company
to the maximum extent permitted by applicable law and the Governing Documents.

                  (e)  Limit on Payments by the Company.

                  (i) Application of Section 7(e). In the event that any amount
         or benefit paid or distributed to the Executive pursuant to this
         Agreement, taken together with any amounts or benefits otherwise paid
         or distributed to the Executive by the Company or any affiliated
         company (collectively, the "Covered Payments"), would be an "excess
         parachute payment" as defined 


<PAGE>


          in Section 280G of the Code and would thereby subject the 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(e) 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 the 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, determined as of such projected Date of
         Termination that could be paid without the Executive being subject to
         the Excise Tax.

                  (iii) Imposition of Payment Cap. If (x) the aggregate value of
         all compensation payments or benefits to be paid or provided to the
         Executive under this Agreement and any other plan, agreement or
         arrangement with the Company exceeds the amount which can be paid to
         the Executive without the Executive incurring an Excise Tax and (y) the
         Executive would receive a greater net-after tax amount (taking into
         account all applicable taxes payable by the Executive, including any
         Excise Tax) by applying the limitation contained in this Section
         7(e)(iii), then the amounts payable to the Executive under this Section
         7 shall be reduced (but not below zero) to the maximum amount which may
         be paid hereunder without the 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) 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,

               (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)


<PAGE>

                    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.

                  (v) Applicable Tax Rates. For purposes of determining whether
         the Executive would receive a greater net after-tax benefit were the
         amounts payable under this Agreement reduced in accordance with
         Paragraph 7(e)(iii), the 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 incomes taxes which could be obtained from
                           the deduction of such state or local taxes if paid in
                           such year;

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

                  (vi) Adjustments in Respect of the Payment Cap. If the
         Executive receives reduced payments and benefits under this Section
         7(e) (or this Section 7(e) is determined not to be applicable to the
         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 the
         Executive and the Company in applying the terms of this Agreement, the
         aggregate "parachute payments" within the meaning of Section 280G of
         the Code paid to the Executive or for his benefit are in an amount that
         would result in the Executive being subject an Excise Tax and the
         Executive would still be subject to the Payment Cap under the
         provisions of Section 7(e)(iii), then the amount equal to such excess
         parachute payments shall be deemed for all purposes to be a loan to the
         Executive made on the date of receipt of such excess payments, which
         the 


<PAGE>

          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 the Executive. If this
          Section 7(e) is not applied to reduce the Executive's entitlements
          under this Section 7 because the Accountants determine that the
          Executive would not receive a greater net-after tax benefit by
          applying this Section 7(e) and it is established pursuant to a Final
          Determination that, notwithstanding the good faith of the Executive
          and the Company in applying the terms of this Agreement, the 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 the Executive or for his benefit in
          excess of the Payment Cap shall be deemed for all purposes a loan to
          the Executive made on the date of receipt of such excess payments,
          which the 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 the Executive. If
          the Executive receives reduced payments and benefits by reason of this
          Section 7(e) and it is established pursuant to a Final Determination
          that the Executive could have received a greater amount without
          exceeding the Payment Cap, then the Company shall promptly thereafter
          pay the 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.

                  8. Non-exclusivity of Rights. Except as expressly provided
herein, nothing in this Agreement shall prevent or limit the Executive's
continuing or future participation in any benefit, bonus, incentive or other
plan or program provided by the Company or any of its affiliated companies and
for which the Executive may qualify, nor shall anything herein limit or
otherwise prejudice such rights as the Executive may have under any other
agreements with the Company or any of its affiliated companies, including
employment agreements or stock option agreements. Amounts which are vested
benefits or which the Executive is otherwise entitled to receive under any plan
or program of the Company or any of its affiliated companies at or subsequent to
the Date of Termination shall be payable in accordance with such plan or
program.

                  9. No Offset; No Mitigation. The Company's obligation to make
the payments provided for in this Agreement and otherwise to perform its
obligations hereunder shall not be affected by any circumstances, including,
without limitation, any set-off, counterclaim, recoupment, defense or other
right which the Company may have against the Executive or others whether by
reason of the subsequent employment of the Executive or otherwise.


<PAGE>


          10. Legal Fees and Expenses. If the Executive asserts any claim in any
contest (whether initiated by the Executive or by the Company) as to the
validity, enforceability or interpretation of any provision of this Agreement,
the Company shall pay the Executive's legal expenses (or cause such expenses to
be paid) including, without limitation, his reasonable attorney's fees, on a
quarterly basis, upon presentation of proof of such expenses in a form
acceptable to the Company, provided that the Executive shall reimburse the
Company for such amounts, plus simple interest thereon at the 90-day United
States Treasury Bill rate as in effect from time to time, compounded annually,
if the Executive shall not prevail, in whole or in part, as to at least one
material issue as to the validity, enforceability or interpretation of any
provision of this Agreement.

        11. Confidential Information; Noncompetition and Nonsolicitation. By 
and in consideration of the salary and benefits to be provided by the Company
hereunder, including the severance arrangements set forth herein, the Executive
agrees that:

              (a) Confidential Information. The Executive shall hold in a
fiduciary capacity for the benefit of the Company all secret or confidential
information, knowledge or data relating to the Company or any of its affiliated
companies, and their respective businesses, (i) obtained by the Executive during
his employment by the Company or any of its affiliated companies and (ii) not
otherwise public knowledge (other than by reason of an unauthorized act by the
Executive). After termination of the Executive's employment with the Company,
the Executive shall not, without the prior written consent of the Company,
unless compelled pursuant to an order of a court or other body having
jurisdiction over such matter, communicate or divulge any such information,
knowledge or data to anyone other than the Company and those designated by it.

              (b)  [This section is intentionally omitted.]

              (c) Nonsolicitation of Employees. During the Employment Period and
for 180 days year following the termination of the Employment Period, Executive
will not, directly or indirectly, induce any employee of the Company or any of
its subsidiaries to terminate employment with such entity, and shall not,
directly or indirectly, either individually or as owner, agent, employee,
consultant or otherwise, employ or offer employment to any person who is or was
employed by the Company or a subsidiary thereof.

                  (d) Company Property. Except as expressly provided herein,
promptly following the Executive's termination of employment, the Executive
shall return to the Company all property of the Company and all copies thereof
in the Executive's possession or under his control.


<PAGE>


                  (e) Injunctive Relief and Other Remedies with Respect to
Covenants. Executive acknowledges and agrees that the covenants and obligations
of Executive with respect to noncompetition, nonsolicitation, confidentiality
and Company property 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 the Company shall be entitled
to an injunction, restraining order or such other equitable relief (without the
requirement to post bond) restraining Executive from committing any violation of
the covenants and obligations contained in this Paragraph 11. These injunctive
remedies are cumulative and are in addition to any other rights and remedies the
Company may have at law or in equity. In connection with the foregoing
provisions of this Paragraph 11, Executive represents that his economic means
and circumstances are such that such provisions will not prevent him from
providing for himself and his family on a basis satisfactory to him. In no
event, however, shall an asserted violation of the provisions of this Section 11
constitute a basis for deferring or withholding any amounts otherwise payable to
the Executive under this Agreement.

     12. Successors. (a) This Agreement is personal to the Executive and,
without the prior written consent of the Company, shall not be assignable by the
Executive otherwise than by will or the laws of descent and distribution. This
Agreement shall inure to the benefit of and be enforceable by the Executive's
legal representatives.

                  (b) This Agreement shall inure to the benefit of and be
binding upon the Company and its successors. The Company shall require any
successor to all or substantially all of the business and/or assets of the
Company, whether direct or indirect, by purchase, merger, consolidation,
acquisition of stock, or otherwise, by an agreement in form and substance
satisfactory to the Executive, expressly to assume and agree to perform this
Agreement in the same manner and to the same extent as the Company would be
required to perform if no such succession had taken place.

     13. Miscellaneous. (a) Applicable Law. This Agreement shall be governed by
and construed in accordance with the laws of the State of New York, applied
without reference to principles of conflict of laws.

                  (b) Arbitration. Except to the extent provided in Section
11(e), any dispute or controversy arising under or in connection with this
Agreement shall be resolved by binding arbitration. The arbitration shall be
held in New York, New York and except to the extent inconsistent with this
Agreement, shall be conducted in accordance with the Expedited Employment
Arbitration Rules of the American Arbitration Association then in effect at the
time of the arbitration, and otherwise in accordance with principles which would
be applied by a court of law or equity. The arbitrator shall be acceptable to
both the Company and the Executive. If the parties cannot agree on an acceptable
arbitrator, the dispute shall be heard by a panel of three arbitrators, one
appointed by each of the parties and the third appointed by the other two
arbitrators.

                  (c) Amendments. This Agreement may not be amended or modified
otherwise than by a written agreement executed by the parties hereto or their
respective successors and legal representatives.

                  (d) Entire Agreement. This Agreement constitutes the entire
agreement between the parties hereto with respect to the matters referred to
herein. No other agreement relating to the terms of the Executive's employment
by the Company, oral or otherwise, shall be binding between the parties unless
it is in writing and signed by the party against whom enforcement is sought.
There are no promises, representations, inducements or statements between the
parties other than those that are expressly contained herein. The 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.

                  (e) Notices. All notices and other communications hereunder
shall be in writing and shall be given by hand-delivery to the other party or by
registered or certified mail, return receipt requested, postage prepaid,
addressed as follows:

  If to the Executive:  at the home address of the  Executive  noted 
                        on the records of the Company

  If to the Company:    Alexander & Alexander Services
                        1185 Avenue of the Americas
                        New York, New York

                        Attn.: Corporate Secretary

or to such other address as either party shall have furnished to the other in
writing in accordance herewith. Notice and communications shall be effective
when actually received by the addressee.

                  (f) Tax Withholding. The Company shall withhold from any
amounts payable under this Agreement such Federal, state or local taxes as shall
be required to be withheld pursuant to any applicable law or regulation.

                  (g) 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 that any of the provisions of any of Section 11 are not enforceable in
accordance with its terms, 



<PAGE>

the Executive and the Company agree that such Section shall be reformed to make
such Section enforceable in a manner which provides the Company the maximum
rights permitted at law.

     (h) 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.

     (i) 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.

     (j) Captions. The captions of this Agreement are not part of the provisions
hereof and shall have no force or effect. 




<PAGE>


                  IN WITNESS WHEREOF, the Executive has hereunto set his hand
and the Company has caused this Agreement to be executed in its name on its
behalf, and its corporate seal to be hereunto affixed and attested by its
Secretary, all as of the day and year first above written.


                                            ALEXANDER & ALEXANDER SERVICES INC.



                                          -----------------------------------
                                          Frank G. Zarb
                                          Chairman of the Board,
                                          President and Chief Executive Officer


WITNESSED:





------------------------------




                                            EXECUTIVE:




                                            ------------------------------------
                                            Edward F. Kosnik

WITNESSED:




-------------------------------