PAGE 1


                      EMPLOYMENT AGREEMENT
                      ____________________


     EMPLOYMENT AGREEMENT, dated as of December 19, 1995, by 
and between Aetna Life and Casualty Company, a Connecticut 
corporation (the "Company"), and Daniel P. Kearney ("Executive"). 



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

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

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

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

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

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

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

     2.    Position and Duties.  During the contract Employment 
           ___________________
Period, Executive shall serve as Executive Vice President, 
Investments/Financial Services, of the Company and in such other 
comparable or better position or positions with the Company and 
its subsidiaries as the Chief Executive Officer or the Board of 
Directors of the Company (the "Board") shall specify from time to 
time.  During the Contract Employment Period, Executive shall have 
the duties, responsibilities and obligations customarily assigned 
to individuals serving


PAGE 2


in the position or positions in which Executive serves hereunder 
and such other duties, responsibilities and obligations as the 
Chief Executive Officer or the Board shall from time to time 
specify.  Executive shall devote his full business time to the 
services required of him hereunder, except for vacation time and 
reasonable periods of absence due to sickness, personal injury or 
other disability, and shall use his best efforts, judgment, skill 
and energy to perform such services in a manner consistent with 
the duties of his position and to improve and advance the business 
and interests of the Company and its subsidiaries.  Nothing 
contained herein shall preclude Executive from (i) serving on any 
                                                _                 
corporate or governmental board of directors on which he currently 
serves or, if the Board consents to such service, on any other 
board of directors, (ii) serving on the board of, or working for, 
                     __                                           
any charitable, not-for profit or community organization, (iii) 
                                                           ___  
pursuing any other activity to which the Board consents or (iv) 
                                                            __
pursuing his personal, financial and legal affairs, so long as 
such activities, individually or collectively, do not interfere 
with the performance of Executive's duties hereunder.

      3.    Cash Compensation.
            _________________ 

      a.    Base Salary.  During the Contract Employment Period,
            ___________                                           

the Company shall pay Executive a base salary at the annual rate 
of $525,000.  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) 

PAGE 3


than the annual bonus opportunity that had been made available to 
the Executive for the fiscal year ended immediately prior to such 
assignment or Change in Control.  Without limiting the generality 
of the foregoing, for each calendar year ending during the term 
hereof, Executive shall receive the opportunity to receive an 
annual bonus of at least 60% of his Base Salary (the "Minimum 
Bonus Percentage"), subject to satisfaction of such reasonable 
performance criteria as shall be established with respect to such 
year.

     4.    Stock Option Grant.  Contingent upon the execution of 
           __________________
this Agreement by the Executive, the Company has granted Executive 
an option, having a ten-year term, to purchase 65,000 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.

     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.    Perquisities.  During the Contract Employment Period, 
           ____________                                          
Executive shall be entitled to receive such perquisites as are 

PAGE 4

generally provided to other senior officers of the Company in 
accordance with the then current policies and practices of the 
Company.

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

     6.    Termination of Employment.
           __________________________

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


PAGE 5


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

     Severance Benefits shall be paid in approximately equal 
installments, at the same intervals at which Executive was 
receiving his salary payments hereunder, for the greater of (i) 
                                                             _
one year, (ii) the period over which such benefits would be 
           __                                               
payable if paid to Executive under the Company's otherwise 
applicable plans, policies or procedures as currently in effect or 
(iii) the period over which such benefits would be payable if paid 
 ___                                                              

to Executive under the Company's otherwise applicable plans, 
policies or procedures, as in effect at the time of Executive's 
termination of employment.  Notwithstanding the foregoing, 
Executive may elect, by written notice given to the Company prior 
to the first periodic payment and within ten business days after 
such termination, that, instead of periodic installments, 
Severance Benefits shall be paid in either a single lump sum, 
payable within ten business days of receipt by the Company of such 
election, or in two equal installments, the first payable within 
ten business days of receipt by the Company of such election, and 
the second payable on the first business day of the following 
calendar year.

     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 
(including any period of absence due to disability) and the 
denominator of which is 365.

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

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

  (I) the sum of

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

PAGE 6


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

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

except that, in the event that Executive becomes entitled to 
receive Severance Benefits hereunder following a Change in 
Control, the Severance Benefit payable to Executive shall be 
determined under Paragraph 7(c).  Additionally, while Executive is 
receiving payment of Severance Benefits in periodic installments, 
Executive shall also be eligible to continue to participate in the 
welfare benefit plans and programs (excluding the long-term 
disability plan, the sick-pay plan and vacation accruals) 
generally made available to employees of the Company and in which 
he participated immediately prior to the termination of his 
employment on the same terms and conditions as would have applied 
had Executive continued to be employed.  Upon an election to 
receive Severance Benefits in either a single lump sum payment or 
in two installments, Executive will forfeit any right to continue 
to receive any coverage under the Company's welfare benefit plans, 
other than COBRA coverage (determined from the original date of 
termination) at Executive's expense as required by applicable law; 
provided that, if Executive elects to receive Severance Benefits 
_____________                                                    
in two installments instead of periodic installments, the Company 
shall pay one-half of the cost of Executive's COBRA coverage from 
the date the first installment payment is made until the date the 
second installment payment is made.  Notwithstanding the 
foregoing, receipt of a lump sum payment or two installment 
payments hereunder shall not cause Executive to cease to be 
eligible for any retiree benefit programs for which he is 
otherwise eligible under the terms of the Company's employee 
benefit plans, policies or programs.

     "Termination for Cause" means a termination of Executive's 
employment by the Company due to (i) the willful failure by 
                                  _                         
Executive to perform substantially Executive's duties as an 
employee of the Company (other than due to physical or mental 
illness) after reasonable notice to Executive of such failure, 
(ii) Executive's engaging in misconduct that is materially 
 __                                                       
injurious to the Company or any subsidiary or any affiliate of the 
Company, (iii) Executive's having been convicted of, or entered a 
          ___                                                    
plea of nolo contendere to, a crime that constitutes a felony, 
        ____ __________                                        
(iv) the material breach by Executive of any written covenant or 
 __                                                              
agreement not to compete with the Company or any subsidiary or any 
affiliate or (v) the breach by Executive of his duty of loyalty to 
              _                                                    
the Company which shall include, without limitation, (A) the 
                                                      _      

PAGE 7


disclosure by Executive of any confidential information pertaining 
to the Company or any subsidiary or any affiliate of the Company, 
other than (x) in the ordinary course of the performance of his 
            _                                                   
duties on behalf of the Company or (y) pursuant to a judicial or 
                                    _                           
administrative subpoena from a court or governmental authority 
with jurisdiction over the matter in question, (B) the harmful 
                                                _              
interference by Executive in the business or operations of the 
Company or any subsidiary or any affiliate of the Company, (C) any 
                                                            _
attempt by Executive directly or indirectly to induce any 
employee, insurance agent, insurance broker or broker-dealer of 
the Company or any subsidiary or any affiliate to be employed or 
perform services elsewhere, other than actions taken by Executive 
that are intended to benefit the Company or any subsidiary or 
affiliate and do not benefit Executive financially other than as 
an employee or stockholder of the Company, (D) any attempt by 
                                            _                 
Executive directly or indirectly to solicit the trade of any 
customer or supplier, or prospective customer or supplier, of the 
Company on behalf of any person other than the Company or a 
subsidiary thereof, other than actions taken by Executive that are 
intended to benefit the Company or any subsidiary or affiliate and 
do not benefit Executive financially other than as an employee or 
stockholder of the Company, provided, however, that this provision 
                            ________  _______                      
shall only apply to any product or service which is in competition 
with a product or service of the Company or any subsidiary or 
affiliate thereof or (E) any breach or violation of the Company's 
                      _                                           
Code of Conduct, as amended from time to time sufficient to 
warrant a for cause termination consistent with the Company's past 
practice.  Notwithstanding the foregoing, a breach of Executive's 
duty of loyalty to the Company as described in subclause (A) or a 
breach of the Company's Code of Conduct as described in subclause 
(E) of clause (v) of the preceding sentence shall not be grounds 
for a Termination for Cause unless such breach has had or could 
reasonably be expected to have a significant adverse effect on the 
business or reputation of the Company.

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

PAGE 8


date of such determination pursuant to a Termination Without Cause 
and to be entitled to receive any additional benefits payable 
hereunder in respect of a Termination Without Cause.

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

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

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

PAGE 9


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

     f.    Special Continuation of Certain Protection for the 
           ___________________________________________________
Executive.  Notwithstanding anything contained in this Agreement 
_________                                                        
to the contrary, if, at the end of the Contract Employment Period, 
(i) Executive remains an at-will employee of the Company and (ii) 
 _                                                            __  
within one year following the end of the Contract Employment 
Period, the Company effects a Termination Without Cause or takes 
actions which, if they had occurred within the Contract Employment 
Period, would have given Executive the right to terminate his 
employment pursuant to a Termination for Good Reason and 
Executive, after giving the Company timely written notice of the 
events permitting a Termination for Good Reason and the 
opportunity to cure described in the definition of a Termination 
for Good Reason, voluntarily terminates his employment within 90 
days of the date of such actions by the Company, then in either 
case, Executive shall receive payment of the Severance Benefits 
that would otherwise have been payable to Executive hereunder 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 

PAGE 10


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 
         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 


PAGE 11


          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.

  (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.

PAGE 12


  (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

         (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

PAGE 13


         (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 
          "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 

PAGE 14


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.

  (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, 

PAGE 15


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 
                                ________ ____                 

PAGE 16


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 in the ordinary course of the performance of 
Executive's duties;

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

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

      (iv)    during the Contract Employment Period and for 
two years after the termination of such Period, Executive 
shall not attempt, directly or indirectly, to solicit, on 
behalf of any person or entity other than the Company or any 
of its subsidiaries, the trade of any individual or entity 
which, at the time of the solicitation, is a customer of the 
Company, or any subsidiary or affiliate thereof, or which 
the Company, or any subsidiary or affiliate thereof is 
undertaking reasonable steps to procure as a customer at the 
time of or immediately preceding termination of the Contract


PAGE 17


Employment Period; provided, however, that this limitation 
                   ________  _______                       
shall only apply to (x) any product or service which is in 
                     _
competition with a product or service of the Company or any 
subsidiary or affiliate thereof and (y) with respect to any 
                                     _                     
customer or prospective customer with whom Executive has or 
had (by virtue of Executive's position or otherwise) a 
personal relationship; and

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

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

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

      d.    Intention of the Parties.  If any provision of 
            ________________________                     
Paragraph 8 is determined by an arbitrator (or a court of 
competent jurisdiction asked to enforce the decision of the 
arbitrator) not to be enforceable in the manner set forth in this 
Agreement, the Company and Executive agree that it is the 
intention of the parties that such provision should be enforceable 
to the maximum extent possible under applicable law and that such 
arbitrator (or court) shall reform such provision to make it 
enforceable in accordance with the intent of the parties.  
Executive acknowledges that a material part of the inducement for 
the Company to provide the salary and benefits evidenced hereby is 
Executive's covenants set forth in Paragraph 8(a), (b) and (c) and 
that the covenants and obligations of Executive with respect to 
nondisclosure and nonsolicitation relate to special, unique and 
extraordinary matters and that a violation of any of the terms of 
such covenants and obligations will cause the Company irreparable 
injury for which adequate remedies are not available at law.  
Therefore, Executive agrees that, if Executive shall materially 
breach any of those covenants following termination of employment, 
the Company shall have no further obligation to pay Executive any 
benefits otherwise payable hereunder and the Company shall be 
entitled to an injunction, restraining order or such other 

PAGE 18


equitable relief (without the requirement to post a bond) 
restraining Executive from committing any violation of the 
covenants and obligations contained in Paragraph 8(a), (b) and 
(c).  The remedies in the preceding sentence are cumulative and 
are in addition to any other rights and remedies the Company may 
have at law or in equity as an arbitrator (or court) shall 
reasonably determine.

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

9.    Miscellaneous.
      _____________ 

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

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

PAGE 19


event the Company assigns this Agreement pursuant to Section 9(b), 
the Company shall guarantee payment to Executive of any amounts at 
any time due and payable hereunder in the event (and only to the 
extent) that the assignee has become a debtor in bankruptcy, is 
the subject of a receivership or similar preceding or has become 
insolvent, provided that Executive shall be required to assign his 
           ________ ____                                          

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 Paragraph 3 of the letter 
dated February 7, 1991 from Ronald E. Compton to Executive 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 20


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

           If to the Company:

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

           If to Executive: 

                     Daniel P. Kearney
                     13 Flint Street
                     Marblehead, Massachusetts  01945

      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 21



      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/ Ronald E. Compton
                             _______________________________
                             Ronald E. Compton
                             Chairman



                             /s/ Daniel P. Kearney
                             _______________________________
                             Daniel P. Kearney