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                                                    EXHIBIT       10.10


                                             ARGONAUT GROUP, INC.
                                             250 Middlefield Road
                                         Menlo Park, California 94025



February 24, 1998

To: Senior Vice Presidents, Vice Presidents, Assistant Vice Presidents, Division
Managers and Assistant  Division  Managers of Argonaut  Insurance  Company;  the
President,  Senior Vice President and Vice Presidents of Argonaut Great Central;
and the Assistant  Secretary,  Director of Internal Audit,  Assistant Controller
and Director of Investments of Argonaut Group, Inc.

From:  Charles E. Rinsch

Subject:  Argonaut Group, Inc. Employee Retention Plan

        Argonaut Group, Inc. has adopted the Argonaut Group Employee Retention 
Plan (the "Plan").  The provisions of the Plan, as they apply to you, are as 
follows:



                                   DEFINITIONS

                Definitions

         Whenever used in this Plan, the following  capitalized terms shall have
         the meanings set forth in this Section 1.1,  certain other  capitalized
         terms being defined elsewhere in this Plan:

                  "Board" means the Board of Directors of the Company.

   (b)    "Change in Control" shall mean the occurrence of any of the following:

                                    (i) Any  "Person"  or "Group" (as such terms
                           are  defined  in  Section  13(d)  of  the  Securities
                           Exchange  Act of 1934  (the  "Exchange  Act") and the
                           rules and regulations  promulgated  thereunder) is or
                           becomes the "Beneficial Owner" (within the meaning of
                           Rule  13d-3  under the  Exchange  Act),  directly  or
                           indirectly,  of securities of the Company,  or of any
                           entity  resulting  from  a  merger  or  consolidation
                           involving the Company,  representing  more than fifty
                           percent  (50%) of the  combined  voting  power of the
                           then  outstanding  securities  of the Company or such
                           entity.
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                                                                   EXHIBIT 10.10
                                    (ii)  The  individuals  who,  as of the date
                           hereof,  are  members  of the  Board  (the  "Existing
                           Directors"),  cease,  for any reason,  to  constitute
                           more  than  fifty  percent  (50%)  of the  number  of
                           authorized  directors of the Company as determined in
                           the manner prescribed in the Company's Certificate of
                           Incorporation and Bylaws; provided,  however, that if
                           the  election,  or nomination  for  election,  by the
                           Company's   stockholders  of  any  new  director  was
                           approved by a vote of at least fifty percent (50%) of
                           the Existing  Directors,  such new director  shall be
                           considered an Existing  Director;  provided  further,
                           however,  that no  individual  shall be considered an
                           Existing   Director  if  such  individual   initially
                           assumed  office  as a result  of  either an actual or
                           threatened  "Election  Contest" (as described in Rule
                           14a-11  promulgated  under the Exchange Act) or other
                           actual or threatened solicitation of proxies by or on
                           behalf  of  anyone  other  than the  Board (a  "Proxy
                           Contest"),  including  by  reason  of  any  agreement
                           intended to avoid or settle any  Election  Contest or
                           Proxy Contest.

                                    (iii)  The  consummation  of  (x) a  merger,
                           consolidation or  reorganization to which the Company
                           is a party,  whether or not the Company is the Person
                           surviving  or  resulting  therefrom,  or (y) a  sale,
                           assignment, lease, conveyance or other disposition of
                           all  or  substantially  all  of  the  assets  of  the
                           Company,  in one  transaction  or a series of related
                           transactions,  to any Person  other than the Company,
                           where  any such  transaction  or  series  of  related
                           transactions  as is  referred  to in  clause  (x)  or
                           clause  (y)  above  in  this  subparagraph  (iii)  (a
                           "Transaction") does not otherwise result in a "Change
                           in  Control"  pursuant  to  subparagraph  (i) of this
                           definition of "Change in Control"; provided, however,
                           that no such  Transaction  shall constitute a "Change
                           in  Control"  under  this  subparagraph  (iii) if the
                           Persons  who were  the  stockholders  of the  Company
                           immediately   before   the   consummation   of   such
                           Transaction  are the Beneficial  Owners,  immediately
                           following the  consummation of such  Transaction,  of
                           fifty  percent  (50%) or more of the combined  voting
                           power of the then  outstanding  voting  securities of
                           the Person  surviving or  resulting  from any merger,
                           consolidation or reorganization referred to in clause
                           (x) above in this subparagraph (iii) or the Person to
                           whom the assets of the  Company  are sold,  assigned,
                           leased, conveyed or disposed of in any transaction or
                           series of related transactions referred in clause (y)
                           above in this subparagraph (iii).

         (c)      "Company" means Argonaut Group, Inc., a Delaware  corporation,
                  and any successor or assignee as provided in Article V.

         (d)      "Compensation"  means and  includes  all of your  base  salary
                  attributable to your employment with the Company and/or any of
                  its Subsidiaries  (including,  but not limited to, any amounts
                  excludable  from your  gross  income  for  federal  income tax
                  purposes  pursuant  to Section  125 or  Section  401(k) of the
                  Internal  Revenue  Code  of  1986,  as  amended),   in  effect
                  immediately before the Change in Control. "Compensation" shall
                  not   include   your   bonuses  or  other  cash  or   non-cash
                  compensations  or  reimbursements,  if any (e.g., the grant or
                  vesting of restricted

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                                                                   EXHIBIT 10.10

stock, the grant,  vesting, or exercise of stock options,  automobile  allowance
and gasoline reimbursement).

         (e)      "Disability"  means  a  physical  or  mental  infirmity  which
                  substantially  impairs your  ability to perform your  material
                  duties  for a period  of at least  one  hundred  eighty  (180)
                  consecutive   calendar   days,   and,  as  a  result  of  such
                  Disability,  you have not returned to your  full-time  regular
                  employment prior to termination.

         (f)      "Effective Time" means February 24, 1998.

         (g)      "Eligible Employee" means any employee actively employed as a 
Senior Vice President, Vice President, Assistant Vice President, Division 
Manager or Assistant Division Manager of Argonaut Insurance Company; President,
Senior Vice President or Vice President of Argonaut Great Central; or Assistant 
Secretary, Director of Internal Audit, Assistant Controller or Director of 
Investments of Argonaut Group, Inc. on the Effective Time.  If you
were employed in one of such capacities, but were on short term disability
leave on the Effective Time, you will be considered to have been actively 
employed by the Company if you are available to return to your employment 
immediately afteryour physician of record certifies that you are no longer 
disabled.  If you wereon long term disability leave on the Effective Time,
 you will generally not be an Eligible Employee, but the Board may, in its 
sole discretion, treat you as an Eligible Employee.

         (h) "ERISA" means the Employee  Retirement Income Security Act of 1974,
as amended.

(i)"Good Reason" means the occurrence, on or after the Effective Time, of any 
of the following:

                             (i)    The  Company  or  any  of  its  Subsidiaries
                                    reduces  your  Compensation  as in effect on
                                    the Effective Time.

                            (ii)    Without your express  written  consent,  the
                                    Company or any of its Subsidiaries  requires
                                    you to change  the  location  of your job or
                                    office,  so  that  you  will be  based  at a
                                    location more than fifty (50) miles from the
                                    location  of  your  job  or  office  on  the
                                    Effective Time.

                           (iii)    A successor to the Company  fails or refuses
                                    to assume  the  obligations  of the  Company
                                    under this Agreement.

                            (iv)    The Company or any successor breaches any of
                                    the material provisions of this Agreement.

         (j)      "Just Cause" means the  termination  of your  employment  as a
                  result of (i) fraud,  misappropriation  of or intentional  and
                  material damage to the property or business

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                                                                  EXHIBIT 10.10

                  of the Company (including its  Subsidiaries),  (ii) conviction
                  of a felony  involving  moral  turpitude,  or  (iii)  material
                  neglect,   failure  or   refusal  to  follow  the   reasonable
                  directions  of  your   supervisors,   to  perform  the  duties
                  reasonably  assigned  to you,  or to follow  material  Company
                  policies, if you do not begin to cure such neglect, failure or
                  refusal  within ten (10) days after  receiving  written notice
                  from the Company to do so.
         (k)      "Person" shall have the meaning set forth in the definition 
                  of 
                  "Change in Control."

         (l)      "Release" means the Separation and General  Release  Agreement
                  in the form attached hereto as Exhibit "A".

         (m) "Severance Payment" means the payment of severance  compensation as
provided in Article III.

         (n)      "Subsidiary" means any corporation or other Person, a majority
                  of the voting power,  equity  securities or equity interest of
                  which is owned directly or indirectly by the Company.

         (o)      "WARN" means the Worker Adjustment and Retraining 
                  Notification 
                  Act, 29 U.S.C.
                  ss. 2101 et seq.


                                                  ARTICLE II
                                             EXCISE TAX LIMITATION

2.1      Limitation

         Notwithstanding anything contained in this Plan to the contrary, in the
event that any payment or benefit  (within the meaning of Section  280G(b)(2) of
the  Code)  to you or for  your  benefit  paid  or  payable  or  distributed  or
distributable  pursuant  to the terms of this Plan or  otherwise  in  connection
with,  or  arising  out of,  your  employment  with  the  Company  or any of its
Subsidiaries  or a Change of Control  within the meaning of Section  280G of the
Code (a "Payment" or "Payments"),  would be subject to the excise tax imposed by
Section 4999 of the Code (the "Excise Tax"),  then the Payments shall be reduced
(but not below zero) but only to the extent  necessary  that no portion  thereof
shall be  subject to the  excise  tax  imposed by Section  4999 of the Code (the
"Section  4999  Limit").  Unless  you shall  have  given  prior  written  notice
specifying  a  different  order to the  Company to  effectuate  the  limitations
described in the preceding  sentence,  the Company shall reduce or eliminate the
Payments by first reducing or  eliminating  those Payments or benefits which are
not payable in cash and then by reducing or eliminating  cash Payments,  in each
case in reverse order  beginning  with payments or benefits which are to be paid
the farthest in time from the Determination (as hereinafter defined). Any notice
given by you pursuant to the preceding  sentence shall take  precedence over the
provisions of any other plan, arrangement or agreement governing your rights and
entitlements to any benefits or compensation.


10.10-4


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                                                                   EXHIBIT 10.10
2.2      Determinations

         All determinations  required to be made under this Article III (each, a
"Determination")  shall be  made,  at the  Company's  expense,  by a  nationally
recognized  accounting firm designated by the Company and reasonably  acceptable
to  you  (the  "Accounting   Firm").  The  Accounting  Firm  shall  provide  its
calculations,  together  with  detailed  supporting  documentation,  both to the
Company  and to you  before  payment of your  Severance  Payment  hereunder  (if
requested at that time by the Company or you) or such other time as requested by
the Company or you (in either case  provided  that the Company or you believe in
good faith that any of the Payments may be subject to the Excise Tax); provided,
however, that if the Accounting Firm determines that no Excise Tax is payable by
you with respect to a Payment or Payments,  it shall furnish you with an opinion
reasonably  acceptable to you that no Excise Tax will be imposed with respect to
any such Payment or Payments.  Within ten (10)  calendar days of the delivery of
the  Determination to you, you shall have the right to dispute the Determination
(the  "Dispute").  The existence of any Dispute shall not in any way affect your
right to receive the Payments in accordance with the Determination.  If there is
no Dispute, the Determination by the Accounting Firm shall be final, binding and
conclusive upon the Company and you, subject to the application of Section 2.3.

2.3      Adjustments
As a result of the  uncertainty in the  application of Sections 4999 and 280G of
the Code,  it is possible  that the Payments  either will have been made or will
not have been made by the Company,  in either case in a manner inconsistent with
the limitations  provided in Section 2.1 (an "Excess Payment" or "Underpayment",
respectively).  If it is established  pursuant to (i) a final determination of a
court for which all appeals have been taken and finally resolved or the time for
all  appeals  has  expired,  or (ii) an  Internal  Revenue  Service  (the "IRS")
proceeding  which has been  finally and  conclusively  resolved,  that an Excess
Payment has been made,  such Excess  Payment shall be deemed for all purposes to
be a loan to you made on the date you received the Excess  Payment and you shall
repay the Excess Payment to the Company on demand, together with interest on the
Excess Payment at one hundred  twenty  percent (120%) of the applicable  federal
rate (as defined in Section 1274(d) of the Code) compounded  semi-annually  from
the  date  of your  receipt  of  such  Excess  Payment  until  the  date of such
repayment.  If it is determined (i) by the  Accounting  Firm, the Company (which
shall include the position taken by the Company,  together with its consolidated
group,  on its  federal  income  tax  return)  or the IRS,  (ii)  pursuant  to a
determination  by a court, or (iii) upon the resolution to your  satisfaction of
the Dispute, that an Underpayment has occurred,  the Company shall pay an amount
equal  to the  Underpayment  to you  within  ten  (10)  calendar  days  of  such
determination  or  resolution,  together  with  interest  on such  amount at one
hundred  twenty  percent  (120%)  of  the  applicable  federal  rate  compounded
semi-annually from the date such amount should have been paid to you pursuant to
the terms of this Plan or otherwise,  but for the operation of this Section 2.3,
until the date of payment.

                                                         I
                                                SEVERANCE PAYMENTS

3.1      Right to Severance Payment; Release

         Conditioned on the execution and delivery by you (or your beneficiary
         or personal

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                                                                   EXHIBIT 10.10

representative,  if applicable) of the Release, you shall be entitled to receive
a Severance  Payment  from the Company in the amount  provided in Section 3.2 if
(a) you are an Eligible Employee,  and (b) within eighteen (18) months after the
occurrence of a Change in Control,  your employment is involuntarily  terminated
by the Company or any of its  Subsidiaries  for any reason other than Just Cause
or your death or Disability,  or you voluntarily  terminate your employment with
the Company and all  Subsidiaries  for Good Reason  within sixty (60) days after
the occurrence of such Good Reason.  Notwithstanding the foregoing, you will not
be entitled to receive a Severance Payment (i) if you perform services as of the
occurrence  of a  Change  in  Control  for  which  the  Company  or  any  of its
Subidiaries  bills  Unitrin,  Inc.  or  any of its  subsidiaries  or  affiliates
(collectively,  "Unitrin"),  and,  on or after  the  occurrence  of a Change  in
Control, Unitrin offers you employment (whether or not you accept such offer) to
perform services  substantially similar to those you performed before the Change
in Control  for  compensation  and on terms  substantially  similar to those you
received  immediately  before the Change in  Control,  or (ii) to the extent you
receive  payments which the Company or its  Subsidiaries are required to make to
you under WARN.

3.2      Amount of Severance Payment

         If you become  entitled to a  Severance  Payment  under this Plan,  the
amount of your Severance  Payment,  when added to any payments which the Company
or its  Subsidiaries are required to make to you under WARN, shall equal the sum
of:

                  (a)  your  monthly  Compensation   multiplied  by  a  multiple
determined  by the Board and set forth in a letter to you,  which such  multiple
shall not be reduced after a Change in Control, plus

                  (b) the amount of your annual bonus for the fiscal year of the
Company preceding the fiscal year in which the Change in Control occurs.

3.3      No Mitigation

         The  Company  acknowledges  and agrees  that you shall be  entitled  to
receive your entire  Severance  Payment  regardless  of any income which you may
receive from other sources  following your termination on or after the Effective
Time.

3.4      Payment of Severance Payment

         The Severance  Payment to which you are entitled  shall be paid to you,
in cash and in full, not later than eight (8) calendar days after  execution and
delivery by you (or your beneficiary or personal representative,  if applicable)
of the Release Agreement,  but in no event before the date on which such Release
becomes effective. If you should die before all amounts payable to you have been
paid, such unpaid amounts shall be paid to your beneficiary under this Agreement
or, if you have not designated such a beneficiary in writing to the Company,  to
the personal representative(s) of your estate.



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                                                                   EXHIBIT 10.10
3.5      Health Benefits Coverage

         If you are entitled to receive a Severance  Payment  under Section 3.1,
you will also be entitled to receive health  benefits  coverage for you and your
dependents under the same plan(s) or arrangement(s) under which you were covered
immediately  before your  termination  of employment or plan(s)  established  or
arrangement(s)  provided by the Company or any of its  Subsidiaries  thereafter.
Such  health  benefits  coverage  shall be paid for by the  Company  to the same
extent as if you were still employed by the Company, and you will be required to
make such  payments as you would be required to make if you were still  employed
by the Company.  The  benefits  provided  under this Section 3.5 shall  continue
until the  earlier of (a) the  expiration  of the number of months  equal to the
multiple  described in paragraph  (a) of Section 3.2, or (b) the date you become
covered  under any other group health plan not  maintained by the Company or any
of its  Subsidiaries;  provided,  however,  that if such other group health plan
excludes any  pre-existing  condition that you or your  dependents may have when
coverage under such group health plan would otherwise begin, coverage under this
Section  3.5 shall  continue  (but not beyond the number of months  equal to the
multiple  described  in  paragraph  (a) of  Section  3.2) with  respect  to such
pre-existing  condition  until such exclusion under such other group health plan
lapses or  expires.  In the event you are  required  to make an  election  under
Sections 601 through 607 of ERISA  (commonly  known as COBRA) to qualify for the
benefits  described in this Section 3.5, the  obligations of the Company and its
Subsidiaries under this Section 3.5 shall be conditioned upon your timely making
such an election.

3.6      Automobile

         If you become  entitled to receive a Severance  Payment  under  Section
3.1, and you then have the use of an  automobile  that is provided to you at the
expense of the Company or any Subsidiary,  you shall have the right,  for ninety
(90) days following your termination of employment,  (a) to continue your use of
the  automobile on the same basis on which you used it  immediately  before your
termination of employment, or (b) to purchase the automobile from the Company or
Subsidiary  for  its  low  wholesale  bluebook  value,  or,  if the  Company  or
Subsidiary has leased the  automobile,  to assume the lease,  or (c) to take the
actions described in clauses (a) and (b) of this sentence.

3.7      Withholding of Taxes

         The Company may withhold  from any amounts  payable under this Plan all
federal, state, city or other taxes required by applicable law to be withheld by
the Company.


                                                    ARTICLE IV
                                      OTHER RIGHTS AND BENEFITS NOT AFFECTED

4.1      Other Benefits

         This Plan does not  provide a pension  for you,  nor shall any  payment
hereunder  be  characterized  as deferred  compensation.  Except as set forth in
Section  4.2,  neither the  provisions  of this Plan nor the  Severance  Payment
provided for hereunder shall reduce any amounts

10.10-7
                                                                  EXHIBIT 10.10

                                       8
<PAGE>


otherwise  payable,  or in any way diminish your rights as an employee,  whether
existing now or hereafter,  under any written  benefit,  incentive,  retirement,
stock  option,  stock bonus or stock  purchase  plan or any  written  employment
agreement or other written plan or arrangement not related to severance.

4.2      Other Severance Plans Superseded

         As of the Effective  Time,  this Plan will  supersede any and all other
severance  plans of the Company or its  Subsidiaries  and  severance  agreements
between you and the Company and its Subsidiaries,  and your participation in any
other  severance  plan of the  Company  and  its  Subsidiaries  will  be  hereby
terminated.

4.3  Employment Status

         This Plan does not constitute a contract of employment or impose on you
any obligation to remain in the employ of the Company, nor does it impose on the
Company or any of its  Subsidiaries any obligation to retain you in your present
or any other  position,  nor does it change the status of your  employment as an
employee at will.  Nothing in this Plan shall in any way affect the right of the
Company  or any of its  Subsidiaries  in its  absolute  discretion  to change or
reduce  your  compensation  at any  time,  or to  change at any time one or more
benefit plans,  including but not limited to pension plans, dental plans, health
care plans,  savings plans, bonus plans,  vacation pay plans,  disability plans,
and the like.


                                                     ARTICLE V
                                               SUCCESSOR TO COMPANY

         The Company shall require any successor or assignee,  whether direct or
indirect,  by  purchase,   merger,   consolidation  or  otherwise,   to  all  or
substantially  all  the  business  or  assets  of  the  Company,  expressly  and
unconditionally  to assume and agree to perform the Company's  obligations under
this Plan,  in the same manner and to the same extent that the Company  would be
required to perform if no such succession or assignment had taken place. In such
event, the term "Company," as used in this Plan, shall mean (from and after, but
not before,  the  occurrence of such event) the Company as herein before defined
and any  successor or assignee to the business or assets which by reason  hereof
becomes bound by the terms and provisions of this Plan.











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                                                                EXHIBIT 10.10
                                                    ARTICLE VI
                                                  CONFIDENTIALITY

6.1      Nondisclosure of Confidential Material

         In the performance of your duties,  you have previously had, and may in
the future have, access to confidential records and information,  including, but
not limited to, development, marketing, purchasing,  organizational,  strategic,
financial, managerial, administrative,  manufacturing,  production, distribution
and sales information,  data, specifications and processes presently owned or at
any time hereafter developed by the Company or its agents or consultants or used
presently or at any time  hereafter in the course of its business,  that are not
otherwise part of the public domain (collectively, the "Confidential Material").
All such Confidential  Material is considered secret and has been and/or will be
disclosed to you in confidence.  By your  acceptance of your  Severance  Payment
under this Plan, you shall be deemed to have  acknowledged that the Confidential
Material  constitutes   proprietary  information  of  the  Company  which  draws
independent economic value, actual or potential,  from not being generally known
to the  public or to other  persons  who could  obtain  economic  value from its
disclosure or use, and that the Company has taken efforts  reasonable  under the
circumstances, of which this Section 6.1 is an example, to maintain its secrecy.
Except in the performance of your duties to the Company, you shall not, directly
or indirectly for any reason  whatsoever,  disclose or use any such Confidential
Material, except that the foregoing disclosure prohibition shall not apply as to
Confidential  Material that (i) has been  publicly  disclosed or was within your
possession  prior  to its  being  furnished  to you by the  Company  or  becomes
available to you on a  nonconfidential  basis from a third party (in any of such
cases,  not due to a breach  by you of your  obligations  to the  Company  or by
breach  of  any  other  person  of a  confidential,  fiduciary  or  confidential
obligation,  the breach of which you know or reasonably  should  know),  (ii) is
required to be  disclosed  by you  pursuant to  applicable  law, and you provide
notice to the Company of such requirement as promptly as possible,  or (iii) was
independently  acquired  or  developed  by  you  without  violating  any  of the
obligations under this Plan and without relying on Confidential  Material of the
Company. All records, files, drawings,  documents,  equipment and other tangible
items,  wherever  located,  relating in any way to the Confidential  Material or
otherwise  to  the  Company's  business,   which  you  have  prepared,  used  or
encountered  or shall in the  future  prepare,  use or  encounter,  shall be and
remain the Company's  sole and  exclusive  property and shall be included in the
Confidential Material.  Upon your termination of employment with the Company, or
whenever requested by the Company, you shall promptly deliver to the Company any
and  all of  the  Confidential  Material  and  copies  thereof,  not  previously
delivered to the Company, that may be, or at any previous time has been, in your
possession or under your control.

6.2      Nonsolicitation of Employees

         By your acceptance of your Severance Payment under this Plan, you agree
that,  for a period of two (2) years  following  your  termination of employment
with the  Company or its  Subsidiaries,  neither you nor any Person or entity in
which you have an interest shall solicit any person who was employed on the date
of your  termination of employment by the Company or any of its  Subsidiaries to
leave the employ of the Company or any of its Subsidiaries. Nothing in


10.10-9

                                       10
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                                                                   EXHIBIT 10.10
this Section 6.2,  however,  shall prohibit you or any Person or entity in which
you have an interest  from  placing  advertisements  in  periodicals  of general
circulation soliciting applications for employment, or from employing any person
who answers any such advertisement.  For purposes of this Section 6.2, you shall
not be deemed to have an  interest  in any  corporation  whose stock is publicly
traded merely because you are the owner of not more than two percent (2%) of the
outstanding shares of any class of stock of such corporation,  provided you have
no active  participation in the business of such corporation  (other than voting
your stock) and you do not provide  services to such corporation in any capacity
(whether as an  employee,  an  independent  contractor  or  consultant,  a board
member, or otherwise).

6.3      Equitable Relief

         By your acceptance of your Severance Payment under this Plan, you shall
be deemed to have acknowledged that violation of Sections 6.1 or 6.2 would cause
the  Company  irreparable  damage  for which the  Company  cannot be  reasonably
compensated  in damages in an action at law, and that  therefore in the event of
any breach by you of Sections 6.1 or 6.2, the Company  shall be entitled to make
application to a court of competent  jurisdiction for equitable relief by way of
injunction or otherwise  (without being required to post a bond). This provision
shall not,  however,  be  construed  as a waiver of any of the rights  which the
Company  may have for  damages  under  this Plan or  otherwise,  and,  except as
limited in Article  VII,  all of the  Company's  rights  and  remedies  shall be
unrestricted.

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<PAGE>



                                                                EXHIBIT 10.10

                                                    ARTICLE VII
                                                    ARBITRATION

         Except for equitable relief as provided in Section 6.3,  arbitration in
accordance  with the then  most  applicable  rules of the  American  Arbitration
Association  shall  be  the  exclusive  remedy  for  resolving  any  dispute  or
controversy  between you and the Company or any of its Subsidiaries,  including,
but not limited to, any dispute  regarding your employment or the termination of
your  employment or any dispute  regarding the  application,  interpretation  or
validity of this Plan not otherwise  resolved  through the claims  procedure set
forth in Section  8.10.  The  arbitrator  shall be  empowered to grant only such
relief as would be  available  in a court of law.  In the event of any  conflict
between this Plan and the rules of the  American  Arbitration  Association,  the
provisions  of this Plan shall be  determinative.  If the  parties are unable to
agree upon an  arbitrator,  they shall  select a single  arbitrator  from a list
designated  by  the  office  of  the  American  Arbitration  Association  having
responsibility  for the city in which you primarily  performed  services for the
Company or its Subsidiaries immediately before your termination of employment of
seven arbitrators, all of whom shall be retired judges who are actively involved
in hearing private cases or members of the National Academy of Arbitrators,  and
who, in either event, are residents of the area in which you primarily performed
services for the Company or its Subsidiaries immediately before your termination
of employment.  If the parties are unable to agree upon an arbitrator  from such
list, they shall each strike names  alternatively  from the list, with the first
to strike being determined by lot. After each party has used three strikes,  the
remaining name on the list shall be the arbitrator. The fees and expenses of the
arbitrator shall initially be borne equally by the parties;  provided,  however,
that each party shall  initially be responsible for the fees and expenses of its
own  representatives  and witnesses.  Unless  mutually  agreed  otherwise by the
parties,  any  arbitration  shall be conducted  at a location  within fifty (50)
miles  from the  location  in which you  primarily  performed  services  for the
Company  or any of its  Subsidiaries  immediately  before  your  termination  of
employment. If the parties cannot agree upon a location for the arbitration, the
arbitrator  shall  determine  the  location  within such fifty (50) mile radius.
Judgment  may be  entered  on the award of the  arbitrator  in any court  having
jurisdiction.  The prevailing party in the arbitration proceeding, as determined
by the arbitrator,  and in any enforcement or other court proceedings,  shall be
entitled to the extent provided by law to reimbursement from the other party for
all  of  the  prevailing  party's  costs  (including  but  not  limited  to  the
arbitrator's compensation), expenses and reasonable attorney's fees.

                                                   ARTICLE VIII
                                                   MISCELLANEOUS

8.1      Applicable Law

         To the extent not preempted by the laws of the United States,  the laws
of the State of California  shall be the controlling law in all matters relating
to this Plan,  regardless of the choice-of-law  rules of the State of California
or any other jurisdiction.

8.2      Construction

         No term or provision of this Plan shall be construed so as to require
the commission of

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                                                              EXHIBIT 10.10

any act  contrary  to law,  and  wherever  there  is any  conflict  between  any
provision of this Plan and any present or future  statute,  law,  ordinance,  or
regulation,  the latter shall prevail,  but in such event the affected provision
of this Plan shall be  curtailed  and limited  only to the extent  necessary  to
bring such provision within the requirements of the law.

8.3      Severability

         If a  provision  of this Plan  shall be held  illegal or  invalid,  the
illegality or invalidity  shall not affect the remaining  parts of this Plan and
this Plan shall be construed and enforced as if the illegal or invalid provision
had not been included.

8.4      Headings

         The  Section  headings  in this Plan are  inserted  only as a matter of
convenience,  and in no way define,  limit,  or extend or interpret the scope of
this Plan or of any particular Section.


8.5      Assignability

         Your rights or  interests  under this Plan shall not be  assignable  or
transferrable (whether by pledge, grant of a security interest, or otherwise) by
you, your beneficiaries or legal representatives,  except by will or by the laws
of descent and distribution.

8.6      Term

         If no Change in  Control  has  theretofore  occurred,  this Plan  shall
expire and be of no further force and effect on December 31, 1999; provided that
the Board may, at any time prior to the  expiration  hereof,  extend the term of
this Plan.  If a Change in Control  occurs on or before  December  31,  1999 (or
before the expiration of the extended term if the Board had extended the term of
this Plan),  this Plan shall  continue in full force and effect  until its terms
and provisions are completely carried out.

8.7      Amendment

         This Plan may be amended in any  respect by  resolution  adopted by the
Board until a Change in Control occurs; provided, however, that this Section 8.7
shall not be amended,  and no amendment shall delay the payment of the Severance
Payments,  or reduce the amount of the Severance  Payments or any other benefits
under this Plan. After a Change in Control occurs,  this Plan shall no longer be
subject to amendment, change, substitution,  deletion, revocation or termination
in any respect  whatsoever.  No agreement or  representations,  written or oral,
express or implied, with respect to the subject matter hereof, have been made by
the Company which are not expressly set forth in this Plan.

8.8      Notices

For purposes of this Plan, notices and all other communications provided for 
herein shall

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                                       13
<PAGE>


                                                                  EXHIBIT 10.10
be in  writing  and shall be deemed to have  been  duly  given  when  personally
delivered,  telecopied,  or sent by certified or overnight mail,  return receipt
requested,  postage prepaid,  addressed to the respective addresses,  or sent to
the  respective  telecopier  numbers,  last  given by each  party to the  other,
provided  that all notices to the Company  shall be directed to the attention of
the Board of  Directors  with a copy to the  General  Counsel.  All  notices and
communications  shall be deemed to have been  received  on the date of  delivery
thereof if personally delivered,  upon return confirmation if telecopied, on the
third  business day after the mailing  thereof,  or on the date after sending by
overnight mail,  except that notice of change of address shall be effective only
upon actual  receipt.  No objection to the method of delivery may be made if the
written notice or other communication is actually received.

8.9      Administration

         This Plan  constitutes  a welfare  benefit  plan  within the meaning of
Section 3(1) of ERISA.  This letter  constitutes  the governing  document of the
Plan.  The  Administrator  of the Plan,  within the meaning of Section  3(16) of
ERISA,  and the Named  Fiduciary  thereof,  within the meaning of Section 402 of
ERISA,  is the  Company.  Attached  hereto as Exhibit "B" is a statement of your
rights under ERISA.

8.10     Claims

         If you believe you are entitled to a benefit  under this Plan,  you may
make a claim for such  benefit by filing  with the  Company a written  statement
setting  forth the amount and type of payment so claimed.  The  statement  shall
also set forth the facts supporting the claim. The claim may be filed by mailing
or delivering it to the Secretary of the Company.

         Within  sixty (60)  calendar  days after  receipt of such a claim,  the
Company  shall  notify  you in  writing  of its action on such claim and if such
claim is not allowed in full,  shall state the following in a manner  calculated
to be understood by you:

                           (a) The specific reason or reasons for the denial;

       (b) Specific reference to pertinent provisions of this Plan on which the
         denial is based;

       (c) A description of any additional material or information necessary for
         you to be entitled to the benefits that have been denied and an 
         explanation of why such material or information is necessary; and

       (d) An  explanation  of this Plan's claim review procedure.








10.10-13

                                       14
<PAGE>


                                                                 EXHIBIT 10.10
If you  disagree  with  the  action  taken  by the  Company,  you or  your  duly
authorized  representative may apply to the Company for a review of such action.
Such  application  shall be made within one hundred  twenty (120)  calendar days
after  receipt by you of the notice of the Company's  action on your claim.  The
application  for  review  shall be filed in the same  manner  as the  claim  for
benefits.  In  connection  with such  review,  you may inspect any  documents or
records pertinent to the matter and may submit issues and comments in writing to
the Company. A decision by the Company shall be communicated to you within sixty
(60)  calendar  days after  receipt of the  application.  The decision on review
shall be in writing and shall include specific reasons for the decision, written
in a manner  calculated to be understood by you, and specific  references to the
pertinent provisions of this Plan on which the decision is based.

                                                              Sincerely,

                                                            ARGONAUT GROUP, INC.



                                                   By: _____________________


10.10-14