PAGE 1


                       EMPLOYMENT AGREEMENT
                       ____________________


         EMPLOYMENT AGREEMENT, dated as of January 29, 1996 by and 
between Aetna Life and Casualty Company, a Connecticut 
corporation (the "Company"), and Ronald E. Compton ("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 (the "Commencement Date") and ending on February 27, 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 the Chairman and 
Chief Executive Officer of the Company.  During the Contract 
Employment Period, Executive shall have such duties, 
responsibilities and obligations as the Board of Directors of the 
Company (the "Board") shall specify from time to time.  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.  Nothing contained herein shall 
preclude Executive from (i) serving on the board of directors of 
                         _                                      
any business corporation on which he currently serves or, if the 
Board consents to such service, on any other board of directors,

PAGE 2


(ii) serving on the board of, or working for, any charitable or 
 __                                                             
community organization or (iii) 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 $810,000.  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 65% of his Base Salary (the "Minimum 
Bonus Percentage"), subject to satisfaction of such 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 100,000 
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 the Chief Executive Officer 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
            __                                          

PAGE 4


restructuring of the Company (whether occurring by spin-off or 
otherwise) shall not be treated as a termination of employment, 
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 

PAGE 5


the second payable on the first business day of the following 
calendar year.

         d.    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 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) 

PAGE 6


generally made available to employees of the Company and in which 
he participated immediately prior to the termination of his 
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 serious misconduct that is 
          __                                                     
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 involving an act that is 
        ____ __________                                      
immoral or wrong in and of itself (e.g., burglary, larceny, murder 
                                   ____                            
or arson) or a crime involving deceit, fraud, perjury or 
embezzlement, (iv) the 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, (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 or (E) any breach or violation of the Company's 
                       _                                           
Code of Conduct, as amended from time to time.  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 
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.


PAGE 7


         "Termination due to Disability" means a termination of 
Executive's employment by the Company because Executive has been 
incapable of substantially fulfilling the positions, duties, 
responsibilities and obligations 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 disease 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 (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 significantly 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 Board 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.

"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.
               __                          

PAGE 8


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 which are vested or which 
Executive is otherwise entitled to receive under the terms of or 
in accordance with any plan, policy, 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")), at or subsequent to the date 
of his termination without regard to the performance by Executive 
of further services or the resolution of a contingency, 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 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, shall not be 
subject to any offset or mitigation, and, upon Executive's receipt 
of such amounts, the Company shall be released and discharged from 
any and all liability to Executive in connection with this 
Agreement or otherwise in connection with Executive's employment 
with the Company and its subsidiaries.  Notwithstanding anything 
else contained herein to the contrary, (i) the Company's 
                                        _
obligations under this Paragraph 6 are expressly conditioned upon 
Executive's execution of a release and waiver, substantially in 
the form attached hereto as Exhibit B (subject to, in the event of 
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 and (ii) nothing in this Section 6(e) shall 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, or any other Vested Benefit.

         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 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 

PAGE 9


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 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) 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.

         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 


PAGE 11


          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, determined 
          as of such projected date of termination that could be 
          paid without Executive being subject to the Excise Tax.

PAGE 11


   (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,

           (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

PAGE 12


           (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 
            incomes 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 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 
         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 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 

PAGE 13


         "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 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.

PAGE 14


  (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:

        (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 Commencement Date, 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 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 if such disclosure is reasonably intended to 
benefit the Company, or any subsidiary or affiliate;

        (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;

        (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;

        (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 
                                ________  _______            

PAGE 16


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.

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 breach any of 
those covenants, 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 


PAGE 17


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.

        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 Board 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 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, Executive (or his 
beneficiary) has become 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.

        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 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 endure 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 


PAGE 18


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 
           ________ ____                                           
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.  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 19

         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  06156
                 Attention: Corporate Secretary


         If to Executive: 

                 Ronald E. Compton
                 59 Northgate
                 Simsbury, Connecticut  06070

         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.

PAGE 20


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

         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/ Mary Ann Champlin
                                 ________________________________
                                 Mary Ann Champlin
                                 Senior Vice President, Aetna 
                                 Human Resources




                                 /s/ Ronald E. Compton
                                 ________________________________
                                 Ronald E. Compton