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                            THE CENTRIS GROUP, INC.
                            -----------------------
               1997 LONG-TERM INCENTIVE - PERFORMANCE UNIT PLAN
                                        
I. INTRODUCTION

     1.1 This document describes the terms and conditions of The Centris Group,
                                                             ------------------
Inc. 1997 Long-Term Incentive - Performance Unit Plan pursuant to which
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Performance Units may be granted to eligible officers of the Company and its
subsidiaries.  The following statements summarize the principal provisions of
the Plan, against which the Board or the Compensation Committee of the Board, in
their sole discretion shall interpret and administer the Plan.

     1.2 The Long-Term Incentive - Performance Unit Plan was approved by the
Compensation Committee of the Board of Directors of the Company on September 17,
1996 and by the Board of Directors of the Company on December 4, 1996 and
January 29, 1997, subject to approval by the holders of a majority of the
outstanding shares of Common Stock present in person or by proxy and entitled to
vote at the Company's Annual Meeting of Stockholders to be held in May 1997.
The Plan is not subject to any provision of the Employee Retirement Income
Security Act of 1974, as amended, and is not required to be qualified under
Section 401(a) of the Internal Revenue Code of 1986, as amended. The Plan was
amended as of May 14, 1997 to reflect the Company's new name adopted as of that
date.

II. DESCRIPTION

     2.1 The Plan provides for the Grant of Performance Units to eligible
officers of the Company and its subsidiaries, contingent on the Company
achieving specific predetermined operating targets.  The number of Performance
Units awarded will be determined based on actual performance over the
Performance Period relative to target.

III. PURPOSE

     3.1 The purpose of the Plan is to reward key executives for the Company's
long-term operating performance.  The underlying purpose and objective is to
further the interests of the Company by providing incentives for individuals to
become or remain employees of the Company or its subsidiaries through the
granting of long-term incentives such as Performance Units granted under the
Plan.

IV. DEFINITIONS

     4.1 The following terms shall have the following meanings for purposes of
the Plan:

     a) "Agreement" shall mean a document executed by the Company for an
individual participant describing the specific terms and conditions of a Grant
issued under the Plan.

     b) "Board" shall mean the Board of Directors of The Centris Group, Inc.
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     c) "Base Compensation" shall mean the Participant's base salary at the time
the Performance Unit Grant is made.

     d) "Change in Control" means the following and shall be deemed to occur if
any of the following events occur:

          (i)   Any "person," as such term is used in Sections 13(d) and 14(d)
of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), is or
becomes the "beneficial owner" (as defined in Rule 13d-3 under the Exchange
Act), directly or indirectly, of securities of the Company representing 25% or
more of the combined voting power of the Company's then outstanding voting
securities;

          (ii)  Individuals who, as of the date of the Plan, constituted the
Board of Directors ("Incumbent Board") cease for any reason to constitute at
least a majority of the Board, provided that any person becoming a director
subsequent to such date whose election, or nomination for election by the
Company's stockholders, is approved by a vote of at least a majority of the
directors then comprising the Incumbent Board (other than an election or
nomination of an individual whose initial assumption of the office is in
connection with an actual or threatened election contest relating to the
election of the directors of the Company, as such terms are used in Rule 14a-11
of Regulation 14A promulgated under the Exchange Act) shall, for the purposes of
the Plan, be considered as though such person were a member of the Incumbent
Board;

          (iii) The stockholders of the Company approve a merger or
consolidation with any other corporation, other than

                (A) a merger or consolidation which would result in the voting
securities of the Company outstanding immediately prior thereto continuing to
represent (either by remaining outstanding or by being converted into voting
securities of another entity) more than 50% of the combined voting power of the
voting securities of the Company or such other entity outstanding immediately
after such merger or consolidation, or

                (B) a merger or consolidation effected to implement a
recapitalization of the Company (or similar transaction) in which no person
acquired 50% or more of the combined voting power of the Company's then
outstanding voting securities; or

          (iv)  The stockholders of the Company approve a plan of complete
liquidation of the Company or an agreement for the sale or other disposition by
the Company of all or substantially all of the Company's assets.

     Notwithstanding the preceding provisions of this Section 4.1(d), a Change
in Control shall not be deemed to have occurred (1) if the "person" described in
clause (i) of the preceding provisions of this Section 4.1(d) above (1) is an
underwriter or underwriting syndicate that has acquired the ownership of 50% or
more of the combined voting power of the Company's then outstanding voting
securities solely in connection with a public offering of the 
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Company's securities; (2) is the Company, any wholly owned subsidiary of the
Company, any employee benefit plan of the Company or of a subsidiary of the
Company, or any person holding voting shares for or pursuant to the terms of any
such employee benefit plan; or (3) would not otherwise be a beneficial owner of
25% or more of the combined voting power of the Company's then outstanding
voting securities but for a reduction in the number of outstanding voting
securities resulting from a stock repurchase program or other similar plan of
the Company or from a self tender offer of the Company, which plan or tender
offer commenced on or after the date hereof; provided, however, that the term
"person" shall include such person from and after the first date upon which (A)
such person, since the date of the commencement of such plan or tender offer,
shall have acquired beneficial ownership of, in the aggregate, a number of
voting securities of the Company equal to 1% or more of the voting securities of
the Company then outstanding, and (B) such person, together with all affiliates
and associates of such person, shall beneficially own 25% or more the voting
securities of the Company then outstanding.

     In calculating the percentage of the person for purposes of this
subsection, voting shares that are beneficially owned by such person shall be
deemed outstanding, and voting shares that are not beneficially owned by such
person and that are subject to issuance upon the exercise or conversion of
outstanding conversion rights, exchange rights, rights (other than rights),
warrants or options shall not be deemed outstanding.  Any determination made by
the Committee as to whether any person is or is not a 25% stockholder for
purposes of this subsection shall be conclusive and binding upon the Company and
upon all stockholders.

       e) "Code" shall mean the Internal Revenue Code of 1986, as amended.

       f) "Committee" shall mean the Compensation Committee of the Board of
Directors, appointed by the Board, constituted of persons who meet the
requirements for being "non-employee directors" of the Company Plan pursuant to
Rule 16b-3 under the Exchange Act and persons who are considered "outside
directors" within the meaning of the regulations under Section 162(m) of the
Code if the Award granted by the Committee is intended to constitute
Performance-Based Compensation.

       g) "Company" shall mean The Centris Group, Inc., a Delaware corporation
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(formerly known as "US Facilities Corporation"), including any subsidiaries and
affiliates or any successors thereto.

       h) "Date of Grant" shall mean the date the Committee determines to Grant
Performance Units to a Participant as reflected in an Agreement.

       i) "Disability" shall mean that because of injury or sickness a person
cannot perform each of the material duties of his or her regular occupation.

       j) "Employee" shall mean an employee of the Company.  For purposes of
Grants of Performance Units under this Plan, the term Employee shall be limited
to officers of the Company.
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       k) "Exchange Act" shall mean the Securities Exchange Act of 1934, as
amended.

       l) "Grant" shall mean a Grant of Performance Units made to eligible
Participants at the beginning of the Performance Period.

       m) "Outside or Non-employee Director" shall mean a member of the Board
that is not currently an employee of the Company.

       n) "Participant" shall mean an officer of the Company selected by the
Committee to participate in the Plan.

       o) "Payout" shall mean a payment of the Award to the Participants,
calculated at the end of each Performance Period.

       p) "Performance Units" shall mean the number of Units granted to eligible
Participants at the beginning of each Performance Period, calculated as the
Participant's Target Award divided by the Unit Value.

       q) "Performance-Based Compensation" shall mean performance-based
compensation as described in Section 162(m) of the Code and the regulations
thereunder.

       r) "Plan" shall mean this The Centris Group, Inc. 1997 Long-Term
                                 ----------------------
Incentive - Performance Unit Plan.

       s) "Retirement" shall mean severance from employment with the Company at
or after the attainment of age sixty-five (65).

       t) "Return on Equity" or "ROE" for any year, determined at the end of
such fiscal year, shall mean net income of the Company for such fiscal year as
determined by generally accepted accounting principles (GAAP) divided by
stockholders' equity recorded at the beginning of such fiscal year.  ROE for
purposes of this Plan as specified below shall mean the average Return on Equity
for the three year Performance Period as defined below.  The Committee shall
determine ROE in good faith and its determination shall be conclusive and
binding on the Plan and Plan Participants.

       u) "Subsidiary" shall mean any corporation (other than the Company) in an
unbroken chain of corporations beginning with the Company if, at the time of
granting of Performance Units, each of the corporations other than the last
corporation in the unbroken chain owns stock possessing fifty percent (50%) or
more of the total combined voting power of all classes of stock in one of the
corporations in such chain.

       v) "Target Award", expressed as a percent of Base Compensation,
determines the number of Performance Units granted to the Participants at the
beginning of the Performance Period.
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       w) "Unit Value" shall be $10.00, or other value determined by the
Committee.

V. ADMINISTRATION

     5.1 The Plan shall be administered by the Committee.  The Committee shall
be appointed by the Board and shall consist of not less than two Outside
Directors of the Company, none of whom are eligible to participate in the Plan.
The Board may, from time to time, remove members from, or add members to, the
Committee.  Vacancies on the Committee, however caused, shall be filled by the
Board.  The Board shall appoint one (1) of the members of the Committee as
Chair.  The Committee shall hold meetings at such times and places as it may
determine.  Acts of a majority of the Committee at which a quorum is present, or
which are approved in writing by all the members of the Committee, shall be the
valid acts of the Committee.

     5.2 The Committee has the general authority to interpret the provisions of
the Plan and adopt such rules as it deems necessary and desirable for the
administration of the Plan.  Among its functions are the selection of
participants and determination of the kind, number, amounts, terms and
conditions of Grants, Awards and Payouts made under the Plan to such persons.
The determinations of the Committee are binding on Plan Participants.  No member
of the Committee shall be held liable for any action or determination made in
good faith with respect to the Plan or any Performance Units granted thereunder.

VI. ELIGIBILITY

     6.1 For purposes of the Plan, to begin as of the Effective Date, the
Committee has determined that Plan Participants shall include the Company's
president and chief executive officer; senior vice president and president of
USF RE Insurance Company; senior vice president and president of USBenefits
Insurance Services, Inc.; executive vice president of corporate finance and
investor relations; senior vice president and chief financial officer; senior
vice president, secretary and general counsel; and executive vice president of
USF RE Insurance Company.

     6.2 Subsequent to the Plan's Effective Date, the Committee shall, in its
discretion, and at any time during the life of the Plan, determine who shall be
deemed to be a Participant in the Plan.

     6.3 In order to receive Awards under the Plan, a Participant must be
employed by the Company and have maintained employment with the Company for at
least two (2) years preceding Payouts.  If a Participant terminates his/her
employment or is terminated by the Company for any reason, all Performance Units
previously granted and Awarded, but not paid out, will be forfeited, and no
Payouts associated with such Grants will be made to the Participant.

     6.4 Participants entering the Plan at any time during the course of the
Company's fiscal year will be eligible for grants of Performance Units in the
year in which he/she is first deemed a Participant of the Plan by the Committee.
The Participant will not be eligible for 
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Awards or Payouts associated with Performance Periods begun in any year
preceding the year in which the Participant becomes a Participant in the Plan.


VII. TERMS

     7.1 Grants

         The Committee shall determine the number of Performance Units to be
granted to each Participant. Participants are granted Performance Units at the
beginning of the Performance Period with Payouts contingent on the Company
meeting predetermined ROE targets. The number of Performance Units granted to
each Participant is calculated as the Participant's Target Award, as defined in
Section 7.4, determined by the Committee, multiplied by the participant's Base
Compensation. The resulting dollar amount is then divided by $10.00 (or other
unit value determined by the Committee) which results in the number of
Performance Units to be granted.

     7.2 Performance Period

         The Performance Period refers to the period of time for which the
Company's operating performance will be measured against predetermined targets.
For purposes of the Plan, the Performance Period is three (3) years in length,
with the first Performance Period to begin on January 1, 1997, the Plan's
Effective Date, and to end on December 31, 1999. Subsequent three- year
Performance Periods will begin annually on the first anniversary of the
Effective Date and on each anniversary date thereafter.

     7.3 Performance Measure

         The Performance Measure refers to the measure used to determine Awards
following each Performance Period.  For purposes of the Plan, the Committee has
selected ROE as the Performance Measure to be used in the Plan.  The Committee
will calculate ROE at the close of each Performance Period.

     7.4 Target Awards

         For purposes of the Plan, Participants are each assigned a Target Award
by the Committee, expressed as a percent of Base Compensation, based upon such
factors as the Committee may deem appropriate, in its sole discretion,
including, but not limited to, the Participants' position in the Company, their
roles and responsibilities, and the overall impact of their contributions on the
Company's performance.

     7.5 Performance Threshold

         For purposes of the Plan, the Committee has determined that the Company
should meet a minimum level of operating performance, or Performance Threshold,
for any Payouts to be made from the Plan.  It is the determination of the
Committee that the Company 
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achieve at least a thirteen (13) percent average ROE over the Performance Period
in order for Payouts to be made during the first Performance Period, or any
portion of it. The Committee shall establish the Performance Threshold for each
subsequent Performance Period. Notwithstanding the above, if the Performance
Threshold is not attained with respect to any Performance Period, the Committee
shall have the right in its sole discretion and subject only to any required
approvals by the Board of Directors, and in conformity with the non-
discretionary requirements of Section 162(m) of the Code, to make Awards in such
amounts and to such persons as the Committee determines should receive the
Awards. If the Performance Threshold is not attained over the Performance
Period, any Performance Units granted for such Performance Period may still be
awarded as determined under the sole discretion of the Committee subject to
Board approval.

     7.6 Performance Levels and Awards

          a) The Committee has determined that four (4) Performance Levels
initially be used to determine Plan Payouts. The performance levels will be
defined as follows:

             i)   Below Target Performance will refer to the Company achieving a
ROE over the Performance Period of at least thirteen (13) percent but less than
fifteen (15) percent. If Below Target Performance is achieved then Participants
in the Plan will receive a Payout equal to at least fifty (50) percent of their
individual Performance Unit Grant.

             ii)  Target Performance will refer to the Company achieving a ROE
over the Performance Period of at least fifteen (15) percent but less than
seventeen (17) percent. If Target Performance is attained then Participants in
the Plan will receive a Payout equal to at least one-hundred (100) percent of
their individual Performance Unit Grant.

             iii) Above Target Performance will refer to the Company achieving
ROE over the Performance Period of at least seventeen (17) percent but less than
eighteen (18) percent. If Above Target Performance is attained then Participants
will receive a Payout equal to at least one-hundred and twenty-five (125)
percent of their individual Performance Unit Grant.

             iv)  Well-Above Target Performance will refer to the Company
achieving ROE over the Performance Period of at least eighteen (18) percent. If
Well-Above Target Performance is attained then Participants will receive a
Payout equal to one-hundred and fifty (150) percent of their individual
Performance Unit Grant.

          b) The Committee reserves the right to change or modify the
Performance Levels at any time and without notice to Plan Participants, provided
that any changes or modifications will not apply to any Performance Units
granted prior to the effective date of such changes or modifications.
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     7.7 Payouts

          a) Providing the Company meets the Performance Threshold, Payouts
earned by the Participants will be automatically deferred into the Company's 
Non-Qualified Deferred Compensation Plan, approved by the Committee on December 
4, 1996.

          b) Payouts will be calculated by multiplying the value of the
Performance Units awarded to the Participants by the Performance Level achieved,
as defined in Section 7.5 and 7.6.

          c) Payouts earned will be determined as soon as practicable following
the year in which the Performance Period ends. The Committee will certify, in
writing, the accuracy of Awards prior to Payouts being made.

          d) The CEO shall have the authority, subject only to approval by the
Committee and the Board, and in conformity with the non-discretionary
requirements of Section 162(m) of the Code, to adjust a Participant's Payout to
take into account strategic and financial events, conditions or results,
including, but not limited to, recognizing a Participant's business unit's
results which had a significant impact on the Company's overall Company
financial results for any Performance Period.


VIII. MISCELLANEOUS PROVISIONS

      8.1 Amendments and Termination

          a) The Committee may from time to time suspend or terminate the Plan
or amend or revise the terms of the Plan, provided that any material amendment
to the Plan shall be approved by the Board or the Company's stockholders, as may
be required in each case.

          b) No amendment, suspension or termination of the Plan shall, without
the consent of the Participants who have received a Payout, alter or impair any
rights or obligations under any Payout previously granted under the Plan.

     8.2 Nontransferability of Awards

          The Participant may not transfer, assign, pledge or hypothecate any
Performance Units granted under this Plan.  Performance Awards may only be
transferred pursuant to the Participant's will, or the laws of descent and
distribution, or to a revocable trust created by the Participant for the benefit
of the Participant or the Participant's family of which the Participant is the
sole trustee.

     8.3 Continuation of Employment

          Nothing contained in the Plan or any Performance Unit granted under
the Plan shall confer upon any Participant any rights with respect to
continuation of employment by the
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Company, nor shall this Plan or any individual agreement issued pursuant hereto
be deemed a contract of employment, or in any manner alter the "at will"
employment relationship that exists between the Company and its employees.

     8.4 Termination of Employment

          a) If a Participant terminates employment for any reason other than
death, Disability or Retirement, any Performance Units previously granted and
not paid out shall be forfeited.

          b) If a Participant terminates employment for reasons of death,
Disability, or retirement, the Participant, the beneficiary, the legal
representative or the named beneficiary of the Participant (if the Participant
is legally incapacitated or deceased) shall be entitled to receive, a portion or
all of the Payout, providing the Company has achieved Threshold Performance, as
the Committee shall determine in good faith, but in no event less than the
target award multiplied by a fraction, the numerator or which shall be the
number of months elapsed from the Date of Grant, and the denominator which shall
be the number of months in a Performance Period.

     8.5 Adjustments

          a) In the event an extraordinary event occurs, such as a
recapitalization, merger, consolidation, or other similar event, if the
Committee shall determine, in its sole discretion, that such change equitably
requires an adjustment in the calculation of ROE, performance levels, or award
payouts, such calculation or ROE, performance levels, or award payouts, in
conformity with the non-discretionary requirements of Section 162(m) of the
Code, may be appropriately adjusted by the Committee.

          b) Notwithstanding Section 8.5(a) above, upon the dissolution or
liquidation of the Company, or upon any Change in Control, either

             (i)  Payouts with respect to Performance Units granted and
outstanding shall be made to Participants in the Plan, in consideration of the
Company's actual ROE performance over the Performance Period, to date, relative
to Target Performance, providing that the Company has achieved its predetermined
Performance Threshold, or

             (ii) Payouts with respect to Awards determined by the Committee,
but not yet paid, shall be made to Participants in the Plan.

     8.6 Effective Date

         This Plan shall become effective on January 1, 1997 subject to approval
by the Company's stockholders, and shall continue in effect for subsequent years
unless it is terminated or amended by the Committee.
<PAGE>
 
     8.7 Code Section 162(m)

          (a) It is the intent of the Company that all Payouts under the Plan
qualify as performance-based compensation for purposes of Code Section
162(m)(4)(C) so that the Company's tax deduction for such Payouts is not
disallowed in whole or in part under Code Section 162(m). The Plan is to be
applied and interpreted accordingly.

          (b) The Committee may from time to time suspend, revise, amend or
terminate the Plan; provided, however, that any such amendment or revision which
requires approval of the Company's stockholders in order to maintain the
qualifications of Payouts as performance-based compensation pursuant to Code
Section 162(m)(4)(C) shall not be made without such approval.

     8.8 Governing Law

         The Plan shall be governed by and construed and enforceable in
accordance with the laws of the state of California.

     8.9 Notice

         Any notice or filing required or permitted to be given to the Company
shall be sufficient if in writing and hand delivered or sent by U.S. mail,
postage prepaid, or Federal Express or any other recognized courier service to
the principal office of the Company directed to the attention of the Company's
Vice President of Human Resources. Any notice to the Participant must be in
writing and is effective when hand delivered or sent by U.S. mail, postage
prepaid, or Federal Express or any other recognized courier service to the
Participant or his personal representatives at his her last address on record
with the Company.

     8.10 Gender, Singular and Plural

          All pronouns and any variations thereof shall be deemed to refer to
the masculine, feminine or neuter as the identity of the person or persons may
require. As the context may require, the singular may be read as the plural and
the plural as the singular.

     8.11 Captions

          The captions to the sections and paragraphs of the Plan are for
convenience only and shall not control or effect the meaning or construction of
any of its provisions.

     8.12 Withholding of Taxes

          In the event the Company determines that it is required to withhold
state or federal or Social Security taxes, the Company shall have the authority
to withhold from the Participants such required state and federal income taxes
as it deems appropriate.
<PAGE>
 
     8.13 Legality of Issuance

          The Company shall not be under any obligation to make payment with
respect to any Performance Units unless and until the Company has determined
that all applicable provisions of state and federal income tax laws have been
satisfied.

     8.14 Adoption of the Plan

          The date of adoption of this The Centris Group, Inc. 1997 Long-Term
                                       -----------------------
Incentive - Performance Unit Plan shall be the date upon which the Board of
Directors approved the Plan, subject to ratification by the Stockholders of the
Company at the 1997 Annual Meeting of Stockholders to be held in May, 1997.
<PAGE>
 
                            THE CENTRIS GROUP, INC.
               1997 LONG-TERM INCENTIVE - PERFORMANCE UNIT PLAN
                                   AGREEMENT

This Agreement is made and entered into this ____ day of _____________, ____, by
and between The Centris Group, Inc., a Delaware Corporation (the "Company"), and
_____________________________ (the "Participant"), pursuant to The Centris 
Group, Inc. 1997 Long-Term Incentive - Performance Unit Plan (the "Plan").

Section 1.   Grant of Performance Units.  The Compensation Committee of the 
Company's Board of Directors (the "Committee") hereby grants to the Participant 
____________ Performance Units. The effective date of grant is January 1, ____. 
Each Performance Unit shall have a grant value of $____ and is granted pursuant 
to the Plan. The Participant acknowledges having received and read the text of 
the Plan, the terms and conditions of which are incorporated into this Agreement
by reference thereto. In the event of a conflict between this Agreement and the 
Plan, the terms and conditions of the Plan shall prevail.

Section 2.   Performance Period.  The Performance Period for this grant shall be
the three (3) year period from January 1, ____ through December 31, 20__.

Section 3.   Payouts.  Payouts (as defined in the Plan) shall be determined at 
the end of the Performance Period on the basis of the Company's actual ROE (as 
defined in the Plan) over the performance period relative to predetermined ROE 
targets as set forth in the Plan. Payouts under the Plan shall be automatically 
deferred into the Company's Non-Qualified Deferred Compensation Plan.

Section 4.   Determinations.  All determinations, decisions, and interpretations
made under this Agreement by the Committee or the Board are made at their sole 
discretion and shall be binding upon the Plan and the Participants.

Section 5.   Termination of Employment.  Amounts due to participants upon 
termination of employment shall be determined in accordance with the provisions 
of the Plan. Once Payouts are deferred to the Non-Qualified Deferred 
Compensation Plan, they may be withdrawn only in accordance with the terms of 
such plan.

Section 6.   No Employment Rights.  Nothing contained in this Agreement shall 
confer upon any Participant any rights with respect to continuation of 
employment by the Company, nor shall this Agreement be deemed a contract of 
employment, or to alter in any manner the "at will" employment relationship that
exists between the Company and its employees.

<PAGE>
 
IN WITNESS WHEREOF, the Company and the Participant have executed this Agreement
as of the day and year first written above.

The Centris Group, Inc. 



By:
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Participant



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