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                                 SEVERANCE AGREEMENT


THIS SEVERANCE AGREEMENT (this "Agreement"), dated as of September 17,  1997,
is made and entered by and between Amerin Corporation, a Delaware corporation
(the "Company"), and Gerald L. Friedman (the "Executive").

                                     WITNESSETH:

WHEREAS, the Executive is a senior executive of the Company or one or more of
its Subsidiaries and has made and is expected to continue to make major
contributions to the short- and long-term profitability, growth and financial
strength of the Company;

WHEREAS, the Company recognizes that, as is the case for most publicly held
companies, the possibility of a Change in Control (as defined below) exists;

WHEREAS, the Company desires to assure itself of both present and future
continuity of management and desires to establish certain minimum severance
benefits for certain of its senior executives, including the Executive,
applicable in the event of a Change in Control;

WHEREAS, the Company wishes to ensure that its senior executives are not
practically disabled from discharging their duties in respect of a proposed
or actual transaction involving a Change in Control; and

WHEREAS, the Company desires to provide additional inducement for the
Executive to continue to remain in the ongoing employ of the Company;

NOW, THEREFORE, the Company and the Executive agree as follows:

1.   CERTAIN DEFINED TERMS.  In addition to terms defined elsewhere herein, the
     following terms have the following meanings when used in this Agreement
     with initial capital letters:

     (a)  "Base Pay" means the Executive's annual base salary at a rate not less
          than the Executive's annual fixed or base compensation as in effect
          for Executive immediately prior to the occurrence of a Change in
          Control or such higher rate as may be determined from time to time by
          the Board or a committee thereof.

     (b)  "Board" means the Board of Directors of the Company.

     (c)  "Cause" means that, prior to any termination pursuant to Section 3(b),
          the Executive shall have committed:


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          (i)   an intentional act of fraud, embezzlement or theft in connection
                with his duties or in the course of his employment with the
                Company or any Subsidiary;

          (ii)  intentional wrongful damage to property of the Company or any
                Subsidiary;

          (iii) intentional wrongful disclosure of secret processes or
                confidential information of the Company or any Subsidiary; or

          (iv)  intentional wrongful engagement in any Competitive Activity;

          and any such act shall have been materially harmful to the Company.
          For purposes of this Agreement, no act or failure to act on the part
          of the Executive shall be deemed "intentional" if it was due primarily
          to an error in judgment or negligence, but shall be deemed
          "intentional" only if done or omitted to be done by the Executive not
          in good faith and without reasonable belief that his action or
          omission was in the best interest of the Company.  Notwithstanding the
          foregoing, the Executive shall not be deemed to have been terminated
          for "Cause" hereunder unless and until there shall have been delivered
          to the Executive a copy of a resolution duly adopted by the
          affirmative vote of not less than three quarters of the Board then in
          office at a meeting of the Board called and held for such purpose,
          after reasonable notice to the Executive and an opportunity for the
          Executive, together with his counsel (if the Executive chooses to have
          counsel present at such meeting), to be heard before the Board,
          finding that, in the good faith opinion of the Board, the Executive
          had committed an act constituting "Cause" as herein defined and
          specifying the particulars thereof in detail.  Nothing herein will
          limit the right of the Executive or his beneficiaries to contest the
          validity or propriety of any such determination.

     (d)  "Change in Control" means the occurrence during the Term of any of the
          following events:

          (i)  The Company is merged, consolidated or reorganized into or with
               another corporation or other legal person, and as a result of
               such merger, consolidation or reorganization less than a majority
               of the combined voting power of the then-outstanding Voting Stock
               of such corporation or person immediately after such transaction
               are held in the aggregate by the holders of Voting Stock of the
               Company immediately prior to such transaction;

          (ii) The Company sells or otherwise transfers all or substantially all
               of its assets to another corporation or other legal person, and
               as a result of such sale or transfer less than [a majority] of
               the combined voting power of the then-outstanding Voting Stock of
               such corporation or person immediately after such sale or
               transfer is held in the aggregate by the holders of Voting Stock
               of the Company immediately prior to such sale or transfer; or

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          (iii) There is a report filed on Schedule 13D or Schedule 14D-1
                (or any successor schedule, form or report), each as
                promulgated pursuant to the Exchange Act, disclosing that
                any person (as the term "person" is used in Section 13(d)(3)
                or Section 14(d)(2) of the Exchange Act) other than an
                Original Investor has become the beneficial owner (as the
                term "beneficial owner" is defined under Rule 13d-3 or any
                successor rule or regulation promulgated under the Exchange
                Act) of securities representing 25% or more of the combined
                voting power of the then-outstanding Voting Stock of the
                Company;


          Notwithstanding the foregoing provisions of Section 1(d)(iii), unless
          otherwise determined in a specific case by majority vote of the Board,
          a "Change in Control" shall not be deemed to have occurred for
          purposes of Section 1(d)(iii) solely because (A) the Company, (B) a
          Subsidiary, or (C) any Company-sponsored employee stock ownership plan
          or any other employee benefit plan of the Company or any Subsidiary
          either files or becomes obligated to file a report or a proxy
          statement under or in response to Schedule 13D, Schedule 14D-1, Form
          8-K or Schedule 14A (or any successor schedule, form or report or item
          therein) under the Exchange Act disclosing beneficial ownership by it
          of shares of Voting Stock, whether in excess of 25% or otherwise, or
          because the Company reports that a change in control of the Company
          has occurred or will occur in the future by reason of such beneficial
          ownership.

     (e)  "Competitive Activity" means the Executive's participation, without
          the written consent of an officer of the Company, in the management of
          any business enterprise if such enterprise engages in substantial and
          direct competition with the Company and such enterprise's sales of any
          product or service competitive with any product or service of the
          Company amounted to 10% of such enterprise's net sales for its most
          recently completely fiscal year and if the Company's net sales of said
          product or service amounted to 10% of the Company's net sales for its
          most recently completed fiscal year.  "Competitive Activity" will not
          include (i) the mere ownership of securities in any such enterprise
          and the exercise of rights appurtenant thereto or (ii) participation
          in the management of any such enterprise other than in connection with
          the competitive operations of such enterprise.

     (f)  "Employee Benefits" means the perquisites, benefits and service credit
          for benefits as provided under any and all employee retirement income
          and welfare benefit policies, plans, programs or arrangements in which
          Executive is entitled to participate, including without limitation any
          stock option, stock purchase, stock appreciation, savings, pension,
          supplemental executive retirement, or other retirement income or
          welfare benefit, deferred compensation, incentive compensation, group
          or other life, health, medical/hospital or other insurance (whether
          funded by actual insurance or self-insured by the Company),
          disability, salary continuation, expense reimbursement and other
          employee benefit policies, plans, programs or arrangements that may
          now exist or any equivalent successor

                                       3

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          policies, plans, programs or arrangements that may be adopted
          hereafter by the Company, providing perquisites, benefits and
          service credit for benefits at least as great in the
          aggregate as are payable thereunder prior to a Change in Control.

     (g)  "Exchange Act" means the Securities Exchange Act of 1934, as amended.

     (h)  "Incentive Pay" means an annual amount equal to not less than the
          highest aggregate annual bonus, incentive or other payments of cash
          compensation, in addition to Base Pay, made or to be made in regard to
          services rendered in any calendar year during the three calendar years
          immediately preceding the year in which the Change in Control occurred
          pursuant to any bonus, incentive, profit-sharing, performance,
          discretionary pay or similar agreement, policy, plan, program or
          arrangement (whether or not funded) of the Company, or any successor
          thereto providing benefits at least as great as the benefits payable
          thereunder prior to a Change in Control.

     (i)  "Original Investor" means any of the five institutional investors
          which owned any capital stock of the Company as of November 1, 1995.

     (j)  "Severance Period" means the period of time commencing on the date of
          the first occurrence of a Change in Control and continuing until the
          earliest of (i) the second anniversary of the occurrence of the Change
          in Control, (ii) the Executive's death, or (iii) the Executive's
          attainment of age 65.

     (k)  "Subsidiary" means an entity in which the Company directly or
          indirectly beneficially owns 50% or more of the outstanding Voting
          Stock.

     (l)  "Term" means the period commencing as of the date hereof and expiring
          as of the later of (i) the close of business on December 31, 2002, or
          (ii) the expiration of the Severance Period; PROVIDED, HOWEVER, that
          (A) commencing on January 1, 2002 and each January 1 thereafter, the
          term of this Agreement will automatically be extended for an
          additional year unless, not later than September 30 of the immediately
          preceding year, the Company or the Executive shall have given notice
          that it or the Executive, as the case may be, does not wish to have
          the Term extended and (B) subject to the last sentence of Section 9,
          if, prior to a Change in Control, the Executive ceases for any reason
          to be an employee of the Company and any Subsidiary, thereupon without
          further action the Term shall be deemed to have expired and this
          Agreement will immediately terminate and be of no further effect.  For
          purposes of this Section 1(k), the Executive shall not be deemed to
          have ceased to be an employee of the Company and any Subsidiary by
          reason of the transfer of Executive's employment between the Company
          and any Subsidiary, or among any Subsidiaries.

     (m)  "Termination Date" means the date on which the Executive's employment
          is terminated, the effective date of which shall be the date of
          termination, or such other date that may be specified by the Executive
          if the termination is pursuant to Section 3(b).

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     (n)  "Voting Stock" means securities entitled to vote generally in the
          election of directors.

2.   OPERATION OF AGREEMENT.  This Agreement will be effective and binding
     immediately upon its execution, but, anything in this Agreement to the
     contrary notwithstanding, this Agreement will not be operative unless and
     until a Change in Control occurs.  Upon the occurrence of a Change in
     Control at any time during the Term, without further action, this Agreement
     shall become immediately operative; PROVIDED, HOWEVER, that this Agreement
     shall not become operative and shall be of no force and effect if operation
     of this Agreement would cause the Company to be unable to use the pooling
     of interests method of accounting in connection with the transactions
     resulting in such Change in Control.

3.   TERMINATION FOLLOWING A CHANGE IN CONTROL.

     (a)  In the event of the occurrence of a Change in Control, the Executive's
          employment may be terminated by the Company during the Severance
          Period and the Executive shall be entitled to the benefits provided by
          Section 4 unless such termination is the result of the occurrence of
          one or more of the following events:

          (i)   The Executive's death;

          (ii)  If the Executive becomes permanently disabled within the meaning
                of, and begins actually to receive disability benefits pursuant
                to, the long-term disability plan in effect for, or applicable
                to, Executive immediately prior to the Change in Control; or

          (iii) Cause.

          If, during the Severance Period, the Executive's employment is
          terminated by the Company or any Subsidiary other than pursuant to
          Section 3(a)(i), 3(a)(ii) or 3(a)(iii), the Executive will be entitled
          to the benefits provided by Section 4 hereof.

     (b)  In the event of the occurrence of a Change in Control, the Executive
          may terminate employment with the Company and any Subsidiary during
          the Severance Period with the right to severance compensation as
          provided in Section 4 upon the occurrence of one or more of the
          following events (regardless of whether any other reason, other than
          Cause as hereinabove provided, for such termination exists or has
          occurred, including without limitation other employment):

          (i)  Failure to elect or reelect or otherwise to maintain the
               Executive in the office or the position, or a substantially
               equivalent office or position, of or with the Company and/or a
               Subsidiary, as the case may be, which the Executive held
               immediately prior to a Change in Control, or the removal

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               of the Executive as a Director of the Company (or any successor
               thereto) if the Executive shall have been a Director of the
               Company immediately prior to the Change in Control;

          (ii) (A) A significant adverse change in the nature or scope of
               the authorities, powers, functions, responsibilities or
               duties attached to the position with the Company and any
               Subsidiary which the Executive held immediately prior to the
               Change in Control, (B) a reduction in the aggregate of the
               Executive's Base Pay and Incentive Pay received from the
               Company and any Subsidiary, or (C) the termination or denial
               of the Executive's rights to Employee Benefits or a
               reduction in the scope or value thereof (except that the
               level of any such Employee Benefits may be reduced in the
               event of a corresponding reduction generally applicable to
               all recipients of or participants in such Employee
               Benefits), any of which is not remedied by the Company
               within 10 calendar days after receipt by the Company of
               written notice from the Executive of such change, reduction
               or termination, as the case may be;

          (ii) The liquidation, dissolution, merger, consolidation or
               reorganization of the Company or transfer of all or substantially
               all of its business and/or assets, unless the successor or
               successors (by liquidation, merger, consolidation,
               reorganization, transfer or otherwise) to which all or
               substantially all of its business and/or assets have been
               transferred (directly or by operation of law) assumed all duties
               and obligations of the Company under this Agreement pursuant to
               Section 11(a); or

          (vi) Without limiting the generality or effect of the foregoing, any
               material breach of this Agreement by the Company or any successor
               thereto.

     (d)  A termination by the Company pursuant to Section 3(a) or by the
          Executive pursuant to Section 3(b) will not affect any rights that the
          Executive may have pursuant to any agreement, policy, plan, program or
          arrangement of the Company providing Employee Benefits, which rights
          shall be governed by the terms thereof.

4.   SEVERANCE COMPENSATION.

     (a)  If, following the occurrence of a Change in Control, the Company
          terminates the Executive's employment during the Severance Period
          other than pursuant to Section 3(a), or if the Executive terminates
          his employment pursuant to Section 3(b), the Company will pay to the
          Executive the following amounts within thirty business days after the
          Termination Date and continue to provide to the Executive the
          following benefits:

          (i)  A lump sum payment in an amount equal to three (3) times the Base
               Pay (at the highest rate in effect for any period prior to the
               Termination Date).

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          (ii) For a period of two years following the Termination Date (the
               "Continuation Period"), the Company will arrange to provide the
               Executive with Employee Benefits that are welfare benefits (but
               not stock option, stock purchase, stock appreciation or similar
               compensatory benefits) substantially similar to those that the
               Executive was receiving or entitled to receive immediately prior
               to the Termination Date (or, if greater, immediately prior to the
               reduction, termination, or denial described in Section 3(b)(ii)),
               except that the level of any such Employee Benefits to be
               provided to the Executive may be reduced in the event of a
               corresponding reduction generally applicable to all recipients of
               or participants in such Employee Benefits.  If and to the extent
               that any benefit described in the immediately preceding sentence
               is not or cannot be paid or provided under any policy, plan,
               program or arrangement of the Company or any Subsidiary, as the
               case may be, then the Company will itself pay or provide for the
               payment to the Executive, his dependents and beneficiaries, of
               such Employee Benefits.  Without otherwise limiting the purposes
               or effect of Section 5, Employee Benefits otherwise receivable by
               the Executive pursuant to the first sentence of this
               Section 4(a)(ii) will be reduced to the extent comparable welfare
               benefits are actually received by the Executive from another
               employer during the Continuation Period following the Executive's
               Termination Date, and any such benefits actually received by the
               Executive shall be reported by the Executive to the Company.

     (b)  Without limiting the rights of the Executive at law or in equity, if
          the Company fails to make any payment or provide any benefit required
          to be made or provided hereunder on a timely basis, the Company will
          pay interest on the amount  or value thereof at an annualized rate of
          interest equal to the so-called composite "prime rate" as quoted from
          time to time during the relevant period in the Northeast Edition of
          THE WALL STREET JOURNAL.  Such interest will be payable as it accrues
          on demand.  Any change in such prime rate will be effective on and as
          of the date of such change.

     (c)  Notwithstanding any provision of this Agreement to the contrary, the
          parties' respective rights and obligations under this Section 4 and
          under Sections 5 and 7 will survive any termination or expiration of
          this Agreement or the termination of the Executive's employment
          following a Change in Control for any reason whatsoever.

5.   CERTAIN ADDITIONAL PAYMENTS BY THE COMPANY.

     (a)  Anything in this Agreement to the contrary notwithstanding, but
          subject to Section 5(h), in the event that this Agreement shall become
          operative and it shall be determined (as hereafter provided) that any
          payment or distribution by the Company or any of its affiliates to or
          for the benefit of the Executive paid or payable or distributed or
          distributable pursuant to the terms of this Agreement (a "Payment"),
          would be subject to the excise tax imposed by Section 4999 of the

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          Internal Revenue Code of 1986, as amended (the "Code") (or any
          successor provision thereto) by reason of being considered "contingent
          on a change in ownership or control" of the Company, within the
          meaning of Section 280G of the Code (or any successor provision
          thereto) or to any similar tax imposed by state or local law, or any
          interest or penalties with respect to such tax (such tax or taxes,
          together with any such interest and penalties, being hereafter
          collectively referred to as the "Excise Tax"), then the Executive
          shall be entitled to receive an additional payment or payments
          (collectively, a "Gross-Up Payment").  The Gross-Up Payment shall be
          in an amount such that, after payment by the Executive of all taxes
          (including any interest or penalties imposed with respect to such
          taxes), including any Excise Tax imposed upon the Gross-Up Payment,
          the Executive retains an amount of the Gross-Up Payment equal to the
          Excise Tax imposed upon the Payment.

     (b)  Subject to the provisions of Section 5(f), all determinations required
          to be made under this Section 5, including whether an Excise Tax is
          payable by the Executive and the amount of such Excise Tax and whether
          a Gross-Up Payment is required to be paid by the Company to the
          Executive and the amount of such Gross-Up Payment, if any, shall be
          made by a nationally recognized accounting firm (the "Accounting
          Firm") selected by the Executive in his sole discretion.  The
          Executive shall direct the Accounting Firm to submit its determination
          and detailed supporting calculations to both the Company and the
          Executive within 30 calendar days after the Termination Date, if
          applicable, and any such other time or times as may be requested by
          the Company or the Executive.  If the Accounting Firm determines that
          any Excise Tax is payable by the Executive, the Company shall pay the
          required Gross-Up Payment to the Executive within fifteen business
          days after receipt of such determination and calculations with respect
          to any Payment to the Executive.  If the Accounting Firm determines
          that no Excise Tax is payable by the Executive, it shall, at the same
          time as it makes such determination, furnish the Company and the
          Executive an opinion that the Executive has substantial authority not
          to report any Excise Tax on his federal, state or local income or
          other tax return.  As a result of the uncertainty in the application
          of Section 4999 of the Code (or any successor provision thereto) and
          the possibility of similar uncertainty regarding applicable state or
          local tax law at the time of any determination by the Accounting Firm
          hereunder, it is possible that Gross-Up Payments which will not have
          been made by the Company should have been made (an "Underpayment"),
          consistent with the calculations required to be made hereunder.  In
          the event that the Company exhausts or fails to pursue its remedies
          pursuant to Section 5(f) and the Executive thereafter is required to
          make a payment of any Excise Tax, the Executive shall direct  the
          Accounting Firm to determine the amount of the Underpayment that has
          occurred and to submit its determination and detailed supporting
          calculations to both the Company and the Executive as promptly as
          possible.  Any such Underpayment shall be promptly paid by the Company
          to, or for the benefit of, the Executive within fifteen business days
          after receipt of such determination and calculations.

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     (c)  The Company and the Executive shall each provide the Accounting Firm
          access to and copies of any books, records and documents in the
          possession of the Company or the Executive, as the case may be,
          reasonably requested by the Accounting Firm, and otherwise cooperate
          with the Accounting Firm in connection with the preparation and
          issuance of the determinations and calculations contemplated by
          Section 5(b).  Any determination by the Accounting Firm as to the
          amount of the Gross-Up Payment shall be binding upon the Company and
          the Executive.

     (d)  The federal, state and local income or other tax returns filed by the
          Executive shall be prepared and filed on a consistent basis with the
          determination of the Accounting Firm with respect to the Excise Tax
          payable by the Executive.  The Executive shall make proper payment of
          the amount of any Excise Payment, and at the request of the Company,
          provide to the Company true and correct copies (with any amendments)
          of his federal income tax return as filed with the Internal Revenue
          Service and corresponding state and local tax returns, if relevant, as
          filed with the applicable taxing authority, and such other documents
          reasonably requested by the Company, evidencing such payment.  If
          prior to the filing of the Executive's federal income tax return, or
          corresponding state or local tax return, if relevant, the Accounting
          Firm determines that the amount of the Gross-Up Payment should be
          reduced, the Executive shall within fifteen business days pay to the
          Company the amount of such reduction.

     (e)  The fees and expenses of the Accounting Firm for its services in
          connection with the determinations and calculations contemplated by
          Section 5(b) shall be borne by the Company.  If such fees and expenses
          are initially paid by the Executive, the Company shall reimburse the
          Executive the full amount of such fees and expenses within fifteen
          business days after receipt from the Executive of a statement therefor
          and reasonable evidence of his payment thereof.

     (f)  The Executive shall notify the Company in writing of any claim by the
          Internal Revenue Service or any other taxing authority that, if
          successful, would require the payment by the Company of a Gross-Up
          Payment.  Such notification shall be given as promptly as practicable
          but no later than 10 business days after the Executive actually
          receives notice of such claim and the Executive shall further apprise
          the Company of the nature of such claim and the date on which such
          claim is requested to be paid (in each case, to the extent known by
          the Executive).  The Executive shall not pay such claim prior to the
          earlier of (i) the expiration of the 30-calendar-day period following
          the date on which he gives such notice to the Company and (ii) the
          date that any payment of amount with respect to such claim is due.  If
          the Company notifies the Executive in writing prior to the expiration
          of such period that it desires to contest such claim, the Executive
          shall:

          (i)   provide the Company with any written records or documents in his
                possession relating to such claim reasonably requested by the
                Company;

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          (ii)  take such action in connection with contesting such claim as the
                Company shall reasonably request in writing from time to time,
                including without limitation accepting legal representation with
                respect to such claim by an attorney competent in respect of the
                subject matter and reasonably selected by the Company;

          (iii) cooperate with the Company in good faith in order
                effectively to contest such claim; and

          (iv)  permit the Company to participate in any proceedings relating to
                such claim;

          PROVIDED, HOWEVER, that the Company shall bear and pay directly all
          costs and expenses (including interest and penalties) incurred in
          connection with such contest and shall indemnify and hold harmless the
          Executive, on an after-tax basis, for and against any Excise Tax or
          income tax, including interest and penalties with respect thereto,
          imposed as a result of such representation and payment of costs and
          expenses.  Without limiting the foregoing provisions of this Section
          5(f), the Company shall control all proceedings taken in connection
          with the contest of any claim contemplated by this Section 5(f) and,
          at its sole option, may pursue or forego any and all administrative
          appeals, proceedings, hearings and conferences with the taxing
          authority in respect of such claim (provided, however, that the
          Executive may participate therein at his own cost and expense) and
          may, at its option, either direct the Executive to pay the tax claimed
          and sue for a refund or contest the claim in any permissible manner,
          and the Executive agrees to prosecute such contest to a determination
          before any administrative tribunal, in a court of initial jurisdiction
          and in one or more appellate courts, as the Company shall determine;
          PROVIDED, HOWEVER, that if the Company directs the Executive to pay
          the tax claimed and sue for a refund, the Company shall advance the
          amount of such payment to the Executive on an interest-free basis and
          shall indemnify and hold the Executive harmless, on an after-tax
          basis, from any Excise Tax or income or other tax, including interest
          or penalties with respect thereto, imposed with respect to such
          advance; and PROVIDED FURTHER, HOWEVER, that any extension of the
          statute of limitations relating to payment of taxes for the taxable
          year of the Executive with respect to which the contested amount is
          claimed to be due is limited solely to such contested amount.
          Furthermore, the Company's control of any such contested claim shall
          be limited to issues with respect to which a Gross-Up Payment would be
          payable hereunder and the Executive shall be entitled to settle or
          contest, as the case may be, any other issue raised by the Internal
          Revenue Service or any other taxing authority.

     (g)  If, after the receipt by the Executive of an amount advanced by the
          Company pursuant to Section 5(f), the Executive receives any refund
          with respect to such claim, the Executive shall (subject to the
          Company's complying with the requirements of Section 5(f)) promptly
          pay to the Company the amount of such refund (together with any
          interest paid or credited thereon after any taxes applicable thereto).
          If, after the receipt by the Executive of an amount advanced

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          by the Company pursuant to Section 5(f), a determination is made
          that the Executive shall not be entitled to any refund with respect
          to such claim and the Company does not notify the Executive in
          writing of its intent to contest such denial or refund prior to the
          expiration of 30 calendar days after such determination, then such
          advance shall be forgiven and shall not be required to be repaid
          and the amount of any such advance shall offset, to the extent
          thereof, the amount of Gross-Up Payment required to be paid by the
          Company to the Executive pursuant to this Section 5.

     (h)  Notwithstanding any provision of this Agreement to the contrary, if
          (i) but for this sentence, the Company would be obligated to make a
          Gross-Up Payment to the Executive, (ii) the aggregate "present value"
          of the "parachute payments" to be paid or provided to the Executive
          under this Agreement or otherwise does not exceed 1.15 multiplied by
          three times the Executive's "base amount," and (iii) but for this
          sentence, the net after-tax benefit to the Executive of the Gross-Up
          Payment would not exceed $50,000 (taking into account both income
          taxes and any Excise Tax) as compared to the maximum net after-tax
          benefit to the Executive of parachute payments the present value of
          which is not equal to or greater than three times the Executive's base
          amount, then the payments and benefits to be paid or provided under
          this Agreement will be reduced to the minimum extent necessary (but in
          no event to less than zero) so that no portion of any payment or
          benefit to the Executive, as so reduced, constitutes an "excess
          parachute payment."  For purposes of this Section 5(h), the terms
          "excess parachute payment," "present value," "parachute payment," and
          "base amount" will have the meanings assigned to them by Section 280G
          of the Code.  The determination of whether any reduction in such
          payments or benefits to be provided under this Agreement is required
          pursuant to the preceding sentence will be made at the expense of the
          Company, if requested by the Executive or the Company, by the
          Accounting Firm.  The fact that the Executive's right to payments or
          benefits may be reduced by reason of the limitations contained in this
          Section 5(h) will not of itself limit or otherwise affect any other
          rights of the Executive other than pursuant to this Agreement.  In the
          event that any payment or benefit intended to be provided under this
          Agreement or otherwise is required to be reduced pursuant to this
          Section 5(h), the Executive will be entitled to designate the payments
          and/or benefits to be so reduced in order to give effect to this
          Section 5(h).  The Company will provide the Executive with all
          information reasonably requested by the Executive to permit the
          Executive to make such designation.  In the event that the Executive
          fails to make such designation within 10 business days of the
          Termination Date, the Company may effect such reduction in any manner
          it deems appropriate.

6.   NO MITIGATION OBLIGATION.  The Company hereby acknowledges that it will be
     difficult and may be impossible for the Executive to find reasonably
     comparable employment following the Termination Date and that the non-
     competition covenant contained in Section 8 will further limit the
     employment opportunities for the Executive. Accordingly, the payment of the
     severance compensation by the Company to the Executive in accordance with
     the terms of this Agreement is hereby acknowledged by the Company to

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     be reasonable, and the Executive will not be required to mitigate the
     amount of any payment provided for in this Agreement by seeking
     other employment or otherwise, nor will any profits, income,
     earnings or other benefits from any source whatsoever create any
     mitigation, offset, reduction or any other obligation on the part
     of the Executive hereunder or otherwise, except as expressly
     provided in the last sentence of Section 4(a)(ii).

7.   LEGAL FEES AND EXPENSES.   It is the intent of the Company that the
     Executive not be required to incur legal fees and the related expenses
     associated with the interpretation, enforcement or defense of Executive's
     rights under this Agreement by litigation or otherwise because the cost and
     expense thereof would substantially detract from the benefits intended to
     be extended to the Executive hereunder.  Accordingly, if it should appear
     to the Executive that the Company has failed to comply with any of its
     obligations under this Agreement or in the event that the Company or any
     other person takes or threatens to take any action to declare this
     Agreement void or unenforceable, or institutes any litigation or other
     action or proceeding designed to deny, or to recover from, the Executive
     the benefits provided or intended to be provided to the Executive
     hereunder, the Company irrevocably  authorizes the Executive from time to
     time to retain counsel of Executive's choice, at the expense of the Company
     as hereafter provided, to advise and represent the Executive in connection
     with any such interpretation, enforcement or defense, including without
     limitation the initiation or defense of any litigation or other legal
     action, whether by or against the Company or any Director, officer,
     stockholder or other person affiliated with the Company, in any
     jurisdiction.  Notwithstanding any existing or prior attorney-client
     relationship between the Company and such counsel, the Company irrevocably
     consents to the Executive's entering into an attorney-client relationship
     with such counsel, and in that connection the Company and the Executive
     agree that a confidential relationship shall exist between the Executive
     and such counsel.  Without respect to whether the Executive prevails, in
     whole or in part, in connection with any of the foregoing, the Company will
     pay and be solely financially responsible for any and all attorneys' and
     related fees and expenses incurred by the Executive in connection with any
     of the foregoing.

8.   COMPETITIVE ACTIVITY.  During a period ending one year following the
     Termination Date, if the Executive shall have received or shall be
     receiving benefits under Section 4, and, if applicable, Section 5, the
     Executive shall not, without the prior written consent of the Company,
     which consent shall not be unreasonably withheld, engage in any Competitive
     Activity.

9.   EMPLOYMENT RIGHTS.  Nothing expressed or implied in this Agreement will
     create any right or duty on the part of the Company or the Executive to
     have the Executive remain in the employment of the Company or any
     Subsidiary prior to or following any Change in Control.  Any termination of
     employment of the Executive or the removal of the Executive from the office
     or position in the Company or any Subsidiary following the commencement of
     any discussion with a third person that ultimately results in a Change in
     Control shall be deemed to be a termination or removal of the Executive
     after a Change in Control for purposes of this Agreement.

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10.  WITHHOLDING OF TAXES.  The Company may withhold from any amounts payable
     under this Agreement all federal, state, city or other taxes as the Company
     is required to withhold pursuant to any law or government regulation or
     ruling.

11.  SUCCESSORS AND BINDING AGREEMENT.

     (a)  The Company will require any successor (whether direct or indirect, by
          purchase, merger, consolidation, reorganization or otherwise) to all
          or substantially all of the business or assets of the Company, by
          agreement in form and substance satisfactory to the Executive,
          expressly to assume and agree to perform this Agreement in the same
          manner and to the same extent the Company would be required to perform
          if no such succession had taken place.  This Agreement will be binding
          upon and inure to the benefit of the Company and any successor to the
          Company, including without limitation any persons acquiring directly
          or indirectly all or substantially all of the business or assets of
          the Company whether by purchase, merger, consolidation, reorganization
          or otherwise (and such successor shall thereafter be deemed the
          "Company" for the purposes of this Agreement), but will not otherwise
          be assignable, transferable or delegable by the Company.

     (b)  This Agreement will inure to the benefit of and be enforceable by the
          Executive's personal or legal representatives, executors,
          administrators, successors, heirs, distributees and legatees.

     (c)  This Agreement is personal in nature and neither of the parties hereto
          shall, without the consent of the other, assign, transfer or delegate
          this Agreement or any rights or obligations hereunder except as
          expressly provided in Sections 11(a) and 11(b).  Without limiting the
          generality or effect of the foregoing, the Executive's right to
          receive payments hereunder will not be assignable, transferable or
          delegable, whether by pledge, creation of a security interest, or
          otherwise, other than by a transfer by Executive's will or by the laws
          of descent and distribution and, in the event of any attempted
          assignment or transfer contrary to this Section 11(c), the Company
          shall have no liability to pay any amount so attempted to be assigned,
          transferred or delegated.

12.  NOTICES.  For all purposes of this Agreement, all communications, including
     without limitation notices, consents, requests or approvals, required or
     permitted to be given hereunder will be in writing and will be deemed to
     have been duly given when hand delivered or dispatched by electronic
     facsimile transmission (with receipt thereof orally confirmed), or five
     business days after having been mailed by United States registered or
     certified mail, return receipt requested, postage prepaid, or three
     business days after having been sent by a nationally recognized overnight
     courier service such as Federal Express, UPS, or Purolator, addressed to
     the Company (to the attention of the Secretary of the Company) at its
     principal executive office and to the Executive at his principal residence,
     or to such other address as any party may have furnished to the other in
     writing and in accordance herewith, except that notices of changes of
     address shall be effective only upon receipt.

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13.  GOVERNING LAW.  The validity, interpretation, construction and performance
     of this Agreement will be governed by and construed in accordance with the
     substantive laws of the State of Illinois, without giving effect to the
     principles of conflict of laws of such State.

14.  VALIDITY.  If any provision of this Agreement or the application of any
     provision hereof to any person or circumstances is held invalid,
     unenforceable or otherwise illegal, the remainder of this Agreement and the
     application of  such provision to any other person or circumstances will
     not be affected, and the provision so held to be invalid, unenforceable or
     otherwise illegal will be reformed to the extent (and only to the extent)
     necessary to make it enforceable, valid or legal.

15.  MISCELLANEOUS.  No provision of this Agreement may be modified, waived or
     discharged unless such waiver, modification or discharge is agreed to in
     writing signed by the Executive and the Company.  No waiver by either party
     hereto at any time of any breach by the other party hereto or compliance
     with any condition or provision of this Agreement to be performed by such
     other party will be deemed a waiver of similar or dissimilar provisions or
     conditions at the same or at any prior or subsequent time.  No agreements
     or representations, oral or otherwise, expressed or implied with respect to
     the subject matter hereof have been made by either party which are not set
     forth expressly in this Agreement.  References to Sections are to
     references to Sections of this Agreement.

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16.  COUNTERPARTS.  This Agreement may be executed in one or more counterparts,
     each of which shall be deemed to be an original but all of which together
     will constitute one and the same agreement.


IN WITNESS WHEREOF, the parties have caused this Agreement to be duly
executed and delivered as of the date first above written.

                              Amerin Corporation



                              By:   /S/Randolph C. Sailer II
                                    ________________________
                                    Senior Vice President


                                    /s/ GERALD L. FRIEDMAN
                                    _________________________
                                    Gerald L. Friedman