PAGE 1

                       EMPLOYMENT AGREEMENT
                       ____________________


         EMPLOYMENT AGREEMENT, dated as of October 27, 1995, by
and between Aetna Life and Casualty Company, a Connecticut
corporation (the "Company"), and Gary G. Benanav ("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 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, Property/Casualty of the Company and in such other
comparable or better position or positions with the Company and
its subsidiaries as the Chief Executive Officer or the Board of
Directors of the Company (the "Board") shall specify from time to
time.  During the Contract Employment Period, Executive shall have
the duties, responsibilities and obligations customarily assigned
to individuals serving in the position or positions in which
Executive serves hereunder and such other duties, responsibilities
and obligations as the Chief Executive Officer or the Board shall
from time to time specify.  Executive shall devote his full
business time to the services required of him hereunder, except
for vacation time and reasonable periods of absence due to
sickness, personal injury or other disability, and shall use his
best efforts, judgment, skill and energy to perform such services
in a manner consistent with the duties of his position and to
improve and advance the business and interests of the Company and
its subsidiaries. Nothing contained herein shall preclude

PAGE 2


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, (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 $500,000.  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 payroll practices.

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

         c.    Retention Bonus Payment.  Unless Executive receives
               _______________________
the alternative bonus described in Paragraph 3(d), the Company
shall pay Executive a bonus (the "Retention Bonus"), in addition
to Executive's base salary and the incentive compensation
opportunities set forth above, in an aggregate amount equal to
$1,000,000 or, if applicable, the amount determined after the
reduction, if any, specified by the Board in the manner set forth
below (the "Aggregate Amount").  Notwithstanding the preceding
sentence, unless the Option described in Paragraph 4 is canceled

PAGE 3


due to Executive's failure to agree to become employed by the New
Entity (as defined in Paragraph 6(a)) or a subsidiary thereof, the
Aggregate Amount shall be reduced, at the time and in the manner
set forth below, by an amount (the "Adjustment Amount") equal to
the lesser of (i) $500,000 or (ii) one-half of the product of
               _               __

              (A) the excess, if any, of

                 (1) the Option Share Value (as defined below)
                     over

                 (2) $57.00 times

              (B) 45,000.

     Unless Executive elects to defer the payment of all or a
portion of such Retention Bonus on such terms and conditions as
the Company shall permit, the amount, if any, payable to Executive
under this Paragraph 3(c) shall be paid to Executive in two
installments, as hereinafter set forth.  Subject in each case to
Executive being continuously and comparably employed by the
Company through the date such installment would otherwise have
been paid,

         (i) the first installment (the "First Installment")
             shall be equal to the remainder of

              (A) 75% of the Aggregate Amount minus

              (B) the Adjustment Amount,

               and will be payable as of the second anniversary
               of the Commencement Date;

     (ii)  the second installment (the "Second Installment") shall
be equal to 25% of such Aggregate Amount and will be payable at
the end of the Contract Employment Period.

     Notwithstanding anything in this Paragraph 3(c) to the
contrary, the Board may, by resolution and notice thereof to
Executive, reduce the amount to be paid to Executive as a
retention bonus under this Paragraph 3(c) by up to 100% if, prior
to December 31, 1995, the Board (i) affirmatively elects to
                                 _
abandon the restructuring options being considered for the Company
without effecting any such option and (ii) elects to reduce any
                                       __
similar payment to be made under any and all employment agreements
entered into by the Company in connection with the consideration
of the restructuring options by the same percentage.

     For purposes of this Paragraph 3(c), the following terms have
the following meanings:

    "Fair Market Value" means the closing price of the Company's
Common Stock as reported on the New York Stock Exchange
Consolidated Tape (or, if the Common Stock is not traded on the
New York Stock Exchange, the closing price on whichever exchange
on which the Common Stock is principally traded at such time or
the average of the closing bid and asked prices reported on the
national system of price quotations or which the Common Stock is
then quoted).

PAGE 4


    "Option Share Value" means (i) except as provided in subclause
                                _
 (ii) below, if Executive's employment does not terminate prior to
  __
April 28, 1997, the average of the Fair Market Values for a period
of five consecutive trading days ending on April 28, 1997; (ii) if
                                                            __
there is a Change in Control (as defined in Paragraph 7(e)) prior
to April 27, 1997, the aggregate value of any cash and any
property received by the stockholders of the Company for a share
of Common Stock in the transaction giving rise to such Change in
Control (or if no such value is readily determinable, the Fair
Market Value on the last business day immediately preceding the
Change in Control on which shares of Common Stock are traded on an
established securities market); or (iii) solely for purposes of
                                    ___
determining the amount, if any, payable under Paragraph 6 in
respect of the Retention Bonus or a Pro Rata Retention Bonus, if
Executive's employment terminates prior to April 28, 1997 by
reason of a Termination due to death, a Termination due to
Disability, a Termination Without Cause or a Termination for Good
Reason (as each such term is defined in Paragraph 6 hereof), the
average of the Fair Market Values for a period of five consecutive
trading days ending on the date of such termination (or, if such
date is not a trading day, on the next following trading date).
The Option Share Value determined in accordance with the preceding
sentence shall apply for purposes of this Paragraph 3(c)
regardless of whether (x) Executive exercises the Option on or
                       _
before the relevant date, (y) such Option lapses on or before the
                           _
relevant date, or (z) continues in effect following the relevant
                   _
date or is replaced by an Alternative Option (as described in
Paragraph 7(b)) that continues in effect following the relevant
date.

    d.  Alternative Bonus.  If the Company shall complete the sale
        _________________
of its property casualty business (the "Property Casualty Sale")
to a strategic purchaser (that is, a purchaser which is already in
the property casualty business and is not primarily a financial
purchaser) prior to the second anniversary of the Commencement
Date, and Executive has not voluntarily terminated his employment
with the Company other than pursuant to a Termination for Good
Reason (as defined in Paragraph 6(d) below) or had his employment
terminated by the Company pursuant to a Termination for Cause (as
defined in Paragraph 6(d) below), the Company shall pay Executive
an additional bonus (the "Alternative Bonus") as soon as
practicable following the closing of the Property Casualty Sale in
an amount at least equal to $1,040,000, plus a share of the
aggregate Alternative Bonus pool for eligible property-casualty
employees, to the extent such pool exceeds the minimum pool size.

    4.  Stock Option Grants.  Contingent upon the execution of
        ___________________
this Agreement by the Executive, the Company has granted Executive
an option, having a ten year term, to purchase 45,000 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.
         __________________________________

PAGE 5


     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 arrangement, 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.  Without limiting the generality
of the foregoing, Executive understands and acknowledges that the
amounts payable under Paragraph 3(c) or (d) shall not be taken
into account for purposes of determining any benefits provided to
Executive based, in whole or in part, on compensation.

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

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

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

     6.  Termination of Employment.
         _________________________

     a.  Early Termination of the Contract Employment Period.
         ___________________________________________________
Notwithstanding Paragraph 1, the Contract Employment Period shall
end upon the earliest to occur of (i) a termination of Executive's
                                   _

employment on account of Executive's death, (ii) a Termination due
                                             __
to Disability, (iii) a Termination for Cause, (iv) a Termination
                ___                            __
Without Cause, (v) a Termination for Good Reason or (vi) a
                _                                    __
termination of Executive's employment by Executive other than a
Termination for Good Reason.  For purposes of this Agreement, a
transfer of Executive's employment (i) to any other entity
                                    _

PAGE 6


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      Additional
                         Salary      Benefits       Bonus      Benefit        Benefits
                         ______      ________      _______    _________
                                                                              Payable
                                                                              _______
<C>                     <S>         <S>           <S>         <S>            <S>

  Termination due                                               Not          Additional
     to death           Payable     Payable       Payable     Payable         Bonus
Termination due                                                 Not          Additional
     to Disability      Payable     Payable       Payable     Payable         Bonus
 Termination for                                    Not         Not           None
     Cause              Payable     Payable       Payable     Payable        Payable
Termination                                                                 Additional
     Without Cause      Payable     Payable       Payable     Payable         Bonus
  Termination for                                                           Additional
     Good Reason        Payable     Payable       Payable     Payable         Bonus
  Termination by
     Executive other
     than for Good                                  Not         Not           None
     Reason             Payable     Payable       Payable     Payable        Payable

</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.  Any Retention
Bonus or Pro-Rata Retention Bonus, as applicable, payable shall be
paid to Executive in a single lump sum payment within 30 business
days of Executive's termination of employment.  Any amount payable
as an Additional Bonus in respect of the excess of the Alternative
Bonus over the Pro-Rata Retention Bonus or the Retention Bonus,
whichever is applicable, shall be payable as soon as practicable
following the closing of the Property Casualty Sale.

     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,

PAGE 7


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 and the
denominator of which is 365.

     "Additional Bonus" means (x) (i) in the case of a Termination
                               _   _

due to death or a Termination due to Disability, the Pro-Rata
Retention Bonus, or (ii) in the case of a Termination Without
                     __
Cause or a Termination for Good Reason, the Retention Bonus, and
(y) in case of a Termination due to death, a Termination due to
 _
Disability, a Termination Without Cause or a Termination for Good
Reason, the excess, if any, of (i) the amount, if any, of the
                                _

Alternative Bonus that would otherwise be payable to Executive in
connection with the Property Casualty Sale pursuant to Paragraph
3(d) over (ii) the amount paid to Executive in respect of
           __
whichever of the Pro-Rata Retention Bonus or the Retention Bonus
is payable to Executive hereunder.

     "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).

     "Pro-Rata Retention Bonus" means

      (i)  if a Termination due to death or a Termination due to
           Disability occurs prior to the date the First
           Installment of the Retention Bonus otherwise would have
           been paid, an amount equal to the product of (A) the
                                                         _
           First Installment multiplied by (B) a fraction, the
                                            _
           numerator of which is equal to the number of calendar
           days which have elapsed from the Commencement Date
           until Executive's death or the date the Company
           specifies as the date Executive's active service
           terminates due to Disability, and the denominator of
           which is the number of calendar days from the
           Commencement Date until the date the First Installment
           otherwise would have been paid; and

PAGE 8


     (ii)  if a Termination due to death or a Termination due to
           Disability occurs after payment of the First
           Installment, but prior to the date the Second
           Installment of the Retention Bonus otherwise would have
           been paid under Paragraph 3(c), an amount equal to the
           product of (A) the Second Installment multiplied by (B)
                       _                                        _
           a fraction, the numerator of which is equal to the
           number of calendar days which have elapsed from the
           date as of which the First Installment under Paragraph
           3(c) was payable until Executive's death or the date
           the Company specifies as the date Executive's active
           service terminates due to Disability, and the
           denominator of which is the number of calendar days
           from the First Installment Date until the date the
           Second Installment was otherwise scheduled to have been
           paid.

     "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 the sale of the Company's property casualty
           business or a Change in Control, the Severance Benefit
           payable to Executive shall be determined under
           whichever of Paragraph 6(g) or Paragraph 7(c) is
           applicable.  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

PAGE 9


           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 and 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 (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 10


     "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 the
Company, except that Executive shall have the right to request
that the Company present the question of whether he is disabled to
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.

     "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 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.

PAGE 11


     "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
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

PAGE 12


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

     h.  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)
                                                             _

the lesser of (A) the Fair Market Value of a Share of the
Company's Common Stock on the date the Change in Control occurs
over (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:
________ ____

PAGE 13


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

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

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

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

        d.  Additional Payments by the Company.
            __________________________________

       (i)  Application of Section 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 14


     (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 Section 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 15


         (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 Section 7(d) (or this Section 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 Section 7(d) is not applied to reduce
             Executive's entitlements under this Section 7 because
             the Accountants determine that Executive would not
             receive a greater net-after tax benefit by applying
             this Section 7(d) and it is established pursuant to a
             Final Determination that, notwithstanding the good
             faith of Executive and the Company in applying the

PAGE 16


            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 Section 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

PAGE 17


            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 Section 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

PAGE 18


          Incumbent Directors either actually (because they were
          directors at the beginning of such 24-month period) or
          by prior operation of this Section 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 Section 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.  Notwithstanding the foregoing, this Section
8(a) shall not be enforceable in any manner that would be in
violation of the rules contained in the Code of Professional
Responsibility with responsibility applicable with respect to
services as a lawyer.

            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;

PAGE 19


           (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 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

PAGE 20


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 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 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

PAGE 21


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
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 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.

PAGE 22


     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.

     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: Secretary


     If to Executive:

       Gary G. Benanav
       _____________________________
       20 Northmoor Road
       _____________________________
       West Hartford, CT  06117-1709
       _____________________________

     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,

PAGE 23


without limitation, Executive's reasonable attorneys fees) shall
be borne by the Company.  If Executive does not prevail as to any
material issue, each party will pay for the fees and expenses of
its own attorneys, experts, witnesses, and preparation and
presentation of proofs and post-hearing briefs (unless the party
prevails on a claim for which attorney's fees are recoverable
under the Rules).  Any action to enforce or vacate the
arbitrator's award shall be governed by the Federal Arbitration
Act, if applicable, and otherwise by applicable state law.  If
either the Company or Executive pursues any claim, dispute or
controversy against the other in a proceeding other than the
arbitration provided for herein, the responding party shall be
entitled to dismissal or injunctive relief regarding such action
and recovery of all costs, losses and attorney's fees related to
such action.

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

     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

WITNESS:

/s/ Mary Ann Champlin         /s/ Ronald E.Compton
_____________________         _______________________________
Mary Ann Champlin             Ronald E. Compton
                              Chairman


WITNESS:

/s/ Donna R. LeMay            /s/ Gary G. Benanav
_____________________         _______________________________
Donna R. LeMay                Gary G. Benanav