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                                                                   EXHIBIT 10.23

                       SUPPLEMENTAL RETIREMENT AGREEMENT


                 This Agreement made and entered into this _______ day of
_______________19__,  by and between UNITED COMPANIES FINANCIAL CORPORATION, a
corporation organized and existing under the laws of the State of Louisiana,
hereinafter called the "Company", represented herein by its duly authorized
undersigned ____________ and __________, a resident of the lawful age of
majority of the Parish of East Baton Rouge, State of Louisiana, hereinafter
called the "Executive",  provides as follows:

                 WHEREAS, the Executive has been employed as an executive
officer of the Company and/or one or more of its subsidiaries, and is presently
employed by the Company as __________________________________________________
and

                 WHEREAS, the Executive's service has contributed significantly
to the success and growth of the Company; and

                 WHEREAS, the ability and experience of the Executive are of
such value to the Company that the Company wishes to adequately compensate the
Executive for his past and future services by providing special retirement
benefits to him; and

                 NOW, THEREFORE, in consideration of the Executive's past and
future services and the mutual promises and covenants set forth herein, the
Company and the Executive agree as follows:


                               SCOPE OF AGREEMENT

                   The Executive will continue in the employ of the Company in
such capacity, with such duties and responsibilities, and with such
compensation as set forth in the Employment Agreement.

                   The benefits provided by this Agreement are granted by the
Company as additional benefits to the Executive and are not part of any salary
reduction plan or an arrangement deferring a bonus or a salary increase.  The
Executive has no option to take any current payment or bonus in lieu of these
additional benefits.


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                               RETIREMENT BENEFIT

                   If the Executive continues in the employment of the Company
until attaining age 55 and terminates employment for any reason other than
death on or after attaining age 55 but prior to or upon attaining age 65
("Normal Retirement Date"), the Company shall pay to him, an annual amount
stated in Appendix A based on his last attained age, payable monthly for a
period of ten (10) years.  The first monthly payments will be due on the first
day of the month following his Normal Retirement Date and the remaining monthly
payments will be due on the first day of each month thereafter.

                   If the Executive continues employment beyond age 65,
payments will not begin until his actual termination of employment which occurs
for any reason other than death ("Late Retirement Date").  At the Late
Retirement Date, the annual benefit payable at age 65 under Appendix A will be
adjusted, assuming a simple interest rate of 6%, compounded annually from the
date the Executive attained age 65 until his Late Retirement Date.  The Company
shall pay to him the adjusted amount monthly for a period of ten (10) years
beginning on the first day of the month following the Executive's Late
Retirement Date and the remaining monthly payments will be due on the first day
of each month thereafter.  Notwithstanding the foregoing, if the Executive
continues in the employment of the Company until attaining age 70, the last day
of the month in which the Executive attains age 70 will be deemed to be his
Late Retirement Date for purposes of this Agreement, and payments will begin
under this section on the first day of the month following such date as if the
Executive had retired, even if he is still employed by the Company.

                   If the Executive dies after the applicable retirement date
under Section 2.1 or 2.2, but prior to the completion of payment of the 120
monthly payments specified therein, the remaining payments shall be continued
to such beneficiary or beneficiaries as the Executive may have designated in a
written beneficiary designation executed by him and filed with the Company.  In
the absence of any effective written beneficiary designation filed with the
Company, any such monthly payments remaining unpaid at the death of the
Executive shall be payable to the duly qualified executor or administrator of
the Executive's estate.





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                              CONSULTING SERVICES

                   It is mutually agreed that, during the ten (10) year period
beginning on the day following his retirement from active service, the
Executive shall, at the request of the Company, be available at reasonable
times to render services to the Company in an advisory or consulting capacity
similar to the services rendered by the Executive prior to retirement.  The
Executive may be required to travel from whatever place he may then be living
or staying for the purpose of such consultation and all expenses incurred by
him for such travel shall be paid by the Company.  A request for consulting
services made by the Company must be reasonable with respect to time, place,
notice and scope and shall be limited to locations within the continental
United States.  The Executive shall not be considered in default hereof if he
is unable to consult because of a mental or physical disability.



                           DEATH PRIOR TO RETIREMENT

                 In the event the Executive dies while employed by the Company
at any time after the date of this Agreement but prior to his Normal Retirement
Date or Late Retirement Date, whichever is applicable, no benefit will be
payable under this Agreement.





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                    CONDITIONS GOVERNING RECEIPT OF BENEFITS

                   In the event that, at any time prior to the date the
Executive attains age 55, the employment of the Executive with the Company
shall be terminated (a)_because of his voluntary resignation or other voluntary
termination, or (b)_"for cause" under the terms of the Employment Agreement,
this Agreement shall terminate on the date his employment is so terminated, and
no benefits or payments of any kind shall made hereunder.

                   In the event that, at any time prior to the date the
Executive attains age 65, the employment of the Executive with the Company
shall be terminated involuntarily for any reason other than death, disability
or "for cause" under the terms of the Employment Agreement, he shall be
entitled to receive the benefit payable under Section 2.1, when he attains age
65 except that in the event that such payment is subject to the provisions of
Section 280G of the Internal Revenue Code ("Code") of 1986 the amount payable
under this Agreement shall be reduced, if necessary, to the amount which is
deductible under Chapter 1 of the Code.

                   If the Executive becomes disabled prior to attaining age 65,
the benefits set forth in Section 2.1 shall become payable at the time the
Executive attains age 65 in the manner indicated under that section, provided
he is still so disabled at that time.  If the Executive becomes disabled and
entitled to benefit under this section, but returns to full-time employment
with the Company, this section shall have no effect unless the Executive again
becomes disabled while in the employment of the Company prior to attaining age
65 and qualifies for the deferred benefit under this section.

                   For purposes of this Article, the Executive is considered
disabled only if he is eligible for disability benefits under any long-term
disability plan maintained by the Company; however, the Employment Agreement
between the Executive and the Company shall not be considered a disability plan
maintained by the Company.  In the event that there is no such long-term
disability plan, the Executive shall be considered disabled if he is unable to
perform the essential duties of his position and if such inability to perform
is expected to result in death or to be for a long and indefinite duration, as
determined by a physician selected by the Company.





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                             UNFUNDED AND UNSECURED

                   The rights of the Executive and his beneficiary(ies) under
this Agreement are purely contractual and shall not be funded or secured in any
way.  Payments to the Executive or his beneficiary(ies) hereunder shall be made
only from the general assets of the Company, and no person, other than the
Company, shall have, by virtue of this Agreement, any interest in such assets.
Such assets are available to satisfy the claims of the Company's general
creditors and, to the extent any person acquires a right to receive payments
from the Company under the terms of this Agreement, such rights shall be no
greater than the right of any unsecured general creditor of the Company.

                   The Company, in its discretion, may acquire an insurance
policy or policies insuring the life of the Executive from which it can satisfy
its obligation to make benefit payments pursuant to this Agreement.  However,
it is expressly understood that any such policy, if acquired, does not create
any account or fund separate from the ordinary assets of the Company, and
neither the Executive nor his beneficiary(ies) may look to any such policy(ies)
as the fund from which benefits hereunder are to be paid.  Any such policy so
acquired for the convenience of the Company may be the sole and exclusive
property of the Company, with the Company named as applicant, owner, and
beneficiary thereof; provided further, any such policy shall not be held in
trust or as collateral security for the benefit of the Executive or his
beneficiary(ies), nor is any representation made herein that such policy, if
acquired, will be used to provide benefits under this Agreement.  Neither the
Executive nor his beneficiary(ies) shall have any beneficial ownership interest
in, or preferred or other claim against the life insurance policy, if acquired,
on account of this Agreement.



                           ADMINISTRATION AND CLAIMS

                   The Company, in its sole discretion, shall make all
determinations as to rights to benefits under this Agreement, the
interpretation of the terms and provisions of this Agreement and all other
issues related to this Agreement.  Any decision by the Company denying a claim
for benefits under this Agreement shall be stated in writing and delivered or
mailed to the Executive or his beneficiary(ies) having made such claim.  Such
decision shall set forth the specific reasons for the denial and shall notify
the Executive or his beneficiary(ies), as appropriate, of the opportunity for a
full and fair review of the decision denying such claim.

                   Any notice, consent, or demand required or permitted to be
given under the terms of this Agreement shall be in writing, and shall be
signed by the party giving or making the same.





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The effective date of such notice, consent, or demand as applicable to the
addressee shall be the date of receipt by the addressee or date of mailing, if
the notice is mailed.

                   If the Executive and the Company are unable to resolve a
dispute concerning this Agreement, the dispute shall be reviewed through the
arbitration procedure and in accordance with the following:

                          (A)     The Company will ask the United States
                                  Federal Mediation and Conciliation Service
                                  ("FMCS") to provide a list of seven names of
                                  neutral and experienced arbitrators who
                                  reside in the State of Louisiana.  Upon
                                  receipt of this list, a single arbitrator
                                  will be selected by agreement between the
                                  Company and the Executive, or, if no
                                  agreement can be reached, by alternatively
                                  striking names from the list until a single
                                  name remains.  The arbitrator will schedule a
                                  hearing at which the facts surrounding the
                                  dispute can be presented.

                          (B)     Upon written request of either the Company or
                                  the Executive, the names, addresses and
                                  telephone numbers of witnesses who will
                                  testify at the hearing and copies of any
                                  documents to be presented to the arbitrator
                                  at the hearing must be provided to the
                                  requesting party within five (5) working days
                                  of the other party's receipt of the request.

                          (C)     The Executive may retain legal counsel or
                                  represent himself at the hearing.  Although
                                  the fees and expenses of the arbitrator will
                                  be paid by the Company in all cases, expenses
                                  incurred by the Executive in arbitration,
                                  including attorney fees, must be paid by the
                                  Executive.

                          (D)     During the hearing, both the Company and the
                                  Executive will have the opportunity to call
                                  witnesses on their behalf, question witnesses
                                  presented by the other party, present
                                  relevant documentary evidence, make closing
                                  arguments to the arbitrator and file briefs
                                  as the arbitrator may allow.  The rules of
                                  procedure of the FMCS and the Federal
                                  Arbitration Act will apply, and the
                                  arbitrator will have full authority to make
                                  any necessary rulings.

                          (E)     This arbitration provision and all of its
                                  procedures are considered to be the mandatory
                                  and exclusive method by which an Executive
                                  may dispute a claim under the Agreement.  The
                                  Company and the Executive accept that this
                                  arbitration provision is final and binding,
                                  and no other procedure, for example,
                                  litigation or an administrative proceeding,
                                  may be pursued to redress complaints growing
                                  out of this





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                                  Agreement.  However, an arbitrator's award
                                  may be enforced or set aside in accordance
                                  with the Federal Arbitration Act.

                          (F)     This provision will be interpreted in
                                  accordance with the Federal Arbitration Act
                                  and FMCS regulations.

                                NON-ALIENABILITY

                 Neither the Executive nor any beneficiary(ies) under this
Agreement shall have any power or right to transfer, assign, anticipate,
pledge, mortgage, commute or otherwise encumber in advance any of the benefits
payable hereunder, nor shall said benefits be subject to seizure for the
payment of any debts or judgments or be transferable by operation of law in the
event of bankruptcy, insolvency, or otherwise.

                          PARTICIPATION IN OTHER PLANS

                 Nothing contained in this Agreement shall be construed to
alter, abridge, or in any manner affect the rights and privileges of the
Executive to participate in any pension, profit-sharing, or other plan or plans
the Company may now or hereafter provide.

                              BENEFITS AND BURDENS

                 This Agreement shall be binding on and inure to the benefit of
the Executive and his legal representative, and it shall be binding on the
Company and any successor organization that shall succeed to substantially all
the Company's assets, by merger, consolidation, or otherwise.

                                  REVOCABILITY

                 The Company and the Executive may agree, in writing, to amend
or revoke this Agreement at any time.





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                           NOT AN EMPLOYMENT CONTRACT

                 This Agreement shall not be deemed to constitute a contract of
employment between the parties hereto, nor shall any provision herein restrict
the right of the Company to discharge or otherwise terminate the Executive, or
restrict the right of the Executive to terminate his employment, in accordance
with the terms of the Employment Agreement.

                              GOVERNING LAW, ETC.

                   This Agreement shall be governed by and construed in
accordance with the laws of the State of Louisiana, where it is made and is to
be performed.  It sets forth the entire agreement between the parties
concerning the subject matter thereof, and any amendment hereto shall be made
only in writing.

                   A waiver of one or more provisions of this Agreement shall
not affect any other provisions of this Agreement, such that the remaining
provisions will remain in full force and effect.

                   Except as expressly provided to the contrary in this
Agreement, each section, paragraph, term or provision of this Agreement, should
be considered severable; and if, for any reason, any section, paragraph, term
or provision herein is determined to be invalid and contrary to, or in conflict
with any existing or future law or regulation of a court or agency having valid
jurisdiction, such shall not impair the operation of or affect the remaining
sections, paragraphs, terms or provisions of this Agreement, and the latter
shall continue to be in full force and effect and bind the parties hereto; in
such invalid sections, paragraphs, terms and/or provisions shall be deemed not
to be part of this Agreement.


                 IN WITNESS WHEREOF, the Company and the Executive have
executed this Agreement on the day and year first above written in the presence
of the undersigned competent witnesses.


WITNESSES:                              UNITED COMPANIES FINANCIAL
                                        CORPORATION

                                        BY:     
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