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                        RELEASE AND SEPARATION AGREEMENT

This is an Agreement between John F. Peterson ("Employee") of 214 Laurel, San
Anselmo, California 94960, and Amerin Guaranty Corporation, an Illinois stock
insurance company, including its officers, directors, employees, attorneys,
benefit plans and plan administrators, affiliates, agents, successors and/or
assigns (collectively, "Employer").

I.       VALUABLE CONSIDERATION In exchange for his entering into this
         Agreement, Employer will provide Employee with the following
         consideration:

         1.       Continuation of Employee's medical insurance premiums under
                  the Employer's medical plans for a period of twelve months
                  from April 30, 1998. Premiums will be paid by Employer, but
                  Employee must elect this benefit.

         2.       Acceleration of vesting of options to purchase 12,874 shares
                  of the Common Stock of Amerin Corporation at an exercise price
                  per share of $5.26, which options were originally scheduled to
                  vest in two equal installments of 6,437 on each of January 1,
                  1999, and 2000. Pursuant to this Agreement, such 12,874
                  options shall vest as of May 1, 1998, and must be exercised
                  not later than July 31, 1998. In return for the acceleration
                  of vesting of these options to purchase 12,874 shares,
                  Employee agrees that he shall not be entitled to exercise the
                  options to purchase 5,600 shares that would other wise become
                  exercisable as of April 21, 1998.

         3.       In response to any written request for information from any
                  prospective employer, Employer will provide only Employee's
                  position and dates of employment as of the date of
                  termination.

         Employee acknowledges the above consideration is over and above
         anything owed to Employee by law, contract or under the policies of
         Employer, and that it is provided to him expressly in exchange for
         entering into this Agreement.

II.      TERMINATION OF EMPLOYMENT Employee's employment with Employer in the
         capacity of Senior Vice President, Marketing, shall be terminated
         pursuant to resignation of Employee as of April 30, 1998. Employee
         acknowledges his continuing obligations with respect to
         non-competition, all as set forth in Equity Award Agreements previously
         entered into between Employee and Amerin Corporation.

III.     RELEASE AND WAIVER By signing this Agreement, Employee releases

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         and waives all legal claims of any nature whatsoever which Employee has
         or may have against Employer as of the date of this Agreement is signed
         by him. This release and waiver includes but is not limited to:

         1.       any claims for wrongful termination, defamation or any other
                  common law claims;

         2.       any claims for breach of any written or oral contract,
                  including but not limited to any contract of employment;

         3.       any claims of discrimination, harassment or retaliation based
                  on such things as age, national origin, race, religion, sex,
                  sexual orientation, or physical or mental disability or
                  medical condition; and

         4.       except for the severance amounts and benefits referenced in
                  Paragraph I above, the payment of any accrued unused vacation
                  to which Employee may be entitled by law, any claims for any
                  compensation of any sort, including but not limited to salary,
                  severance pay, benefits, commissions and bonuses.

         This release and waiver includes all claims that may arise by contract,
         under the common law and under all federal, state and local statutes,
         ordinances, rules, regulations and orders, including but not limited to
         any claim or cause of action based on the Fair Labor Standards Act,
         Title VII of the Civil Rights Act of 1964, the Age Discrimination in
         Employment Act, the Americans with Disabilities Act, the Civil Rights
         Acts of 1866, 1871 and 1991, the Rehabilitation Act of 1973, the
         Employee Retirement Income Security Act of 1974, the Vietnam era
         Veterans' Readjustment Assistance Act of 1974, Executive Order 11246,
         the Illinois Wage Payment and Collection Act, the Illinois Human Rights
         Act, the Cook County Human Rights Ordinance and the Chicago Human
         Rights Ordinance, as each of them has been or may be amended.

         Employee warrants that he has not and will not institute any lawsuit,
         claim, action, charge, complaint, petition, appeal, accusatory pleading
         or proceeding of any kind against Employer, and Employee waives any
         right to any form of recovery or compensation from any legal action
         brought by him or on his behalf in connection with Employee's
         employment or the termination of his employment with Employer. Employee
         warrants that, at the time of execution of this Agreement, he has not
         instituted and has no present plans to institute any lawsuit, claim,
         action, or charge against Employer.

IV.      CONFIDENTIALITY Employee acknowledges that by reason of his

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         employment by Employer he has had access to highly confidential 
         business information of Employer, the misappropriation of which 
         could harm the business interests of Employer, including but not 
         limited to financial information, financing plans and arrangements, 
         personnel information and records, customer records and information, 
         business plans and marketing strategies. Employee hereby agrees not 
         to use or disclose such confidential information at any time in the 
         future. Employee hereby also acknowledges his statutory and common 
         law obligation to refrain from using, for himself or in the 
         interests of others, and from disclosing to others, all such 
         confidential information. Employee also agrees that he will keep the 
         circumstances of his resignation and the existence and terms of this 
         Agreement strictly confidential, and that he will not discuss them 
         with or reveal them to anyone other than his legal representative(s) 
         or as may be required by law.

V.       NON-DISPARAGEMENT Employee agrees that he has not and will not make any
         oral or written statements about Employer and/or its financial
         condition, personnel, business methods or otherwise, which are intended
         or reasonably likely to disparage Employer in the community or among
         its customers.

VI.      REMEDIES Employee acknowledges that his breach of Paragraph IV or V of
         this Agreement could result in irreparable harm to Employer, and that
         money damages would be an insufficient remedy. Therefore, the parties
         agree that Employer will be entitled to injunctive and other equitable
         relief should Employee breach Paragraph IV or V, as well as actual
         damages, costs and attorneys' fees. Employee also agrees that he will
         repay the severance payment amounts provided pursuant to Paragraph
         I(1), (2) and (3) of this Agreement should he breach this Agreement in
         any way.

VII.     KNOWING AND VOLUNTARY RELEASE Employee agrees that his signing of this
         Agreement has been knowing and voluntary and has not been coerced or
         threatened. Employee also agrees that he has been given sufficient time
         with an attorney before signing this Agreement.

VIII.    ENTIRE AGREEMENT AND SEVERABILITY The parties agree that this Agreement
         sets forth the entire agreement between them and supersedes any other
         written or oral understanding they may have had. The parties also agree
         and acknowledge that no other promises or agreements have been offered
         for this Agreement (other than those described above) and that no other
         promises or agreements between the parties will be binding unless they
         have been reduced to writing and signed by the parties. Employee and
         Employer further agree that, if any portion of this Agreement is held
         to be invalid or legally unenforceable, the remain portions of this
         Agreement

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         will not be affected and will be given full force and effect.

IX.      NON-ADMISSION The parties acknowledge that this Agreement does not
         constitute any admission by Employee or Employer of any wrongdoing or
         liability whatsoever, but results from the desire of the parties to
         resolve all actual and potential disputes between them.

X.       APPLICABLE LAW All provisions of this Agreement will be construed and
         governed by Illinois law without regard to the laws of any other
         jurisdiction. Any suit, claim or other legal proceeding arising out of
         or relating to Employee's employment, his termination from employment
         or this Agreement shall be brought exclusively in the federal or state
         courts located in Cook County, Illinois, and Employee and Employer
         hereby submit to personal jurisdiction in the State of Illinois and to
         venue in such courts.

XI.      RESOLUTION OF ALL MATTERS This Agreement resolves all matters between
         the parties relating to Employee's employment and his resignation and
         termination of employment with Employer. This Agreement becomes
         effective and binding when it is signed, witnessed and dated by
         Employee and delivered to Employer.

AMERIN GUARANTY CORPORATION (Employer)

By /s/ Roy J. Kasmar                       Date: March 1, 1998
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    Roy J. Kasmar
    President

JOHN F. PETERSON (Employee)

/s/ John F. Peterson                       Date: March 1, 1998
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