<PAGE>   1



                    SEVENTH AMENDMENT TO EMPLOYMENT AGREEMENT

         THIS SEVENTH AMENDMENT TO EMPLOYMENT AGREEMENT (the "Amendment") is
made effective the 6th day of August, 1996, between GEORGE E. KING ("Employee"),
and McM CORPORATION ("McM"), OCCIDENTAL FIRE & CASUALTY COMPANY OF NORTH
CAROLINA, and WILSHIRE INSURANCE COMPANY (the three companies collectively being
the "Employer" or the "McM Group").

                              W I T N E S S E T H:

         WHEREAS, the Employee and the Employer have entered an Employment
Agreement dated as of February 16, 1989, and amended March 28, 1990, October 18,
1990, December 30, 1991, February 1, 1993, September 1, 1993 and March 16, 1995
(collectively, the "Agreement"); and

         WHEREAS, the Employee and Employer wish to amend the Agreement in
certain respects and agree that the mutual promises set forth in this Amendment
are full and valid consideration therefor.

         NOW THEREFORE, the parties hereto agree as follows:

         1. Employment. Paragraph 1 of the Agreement is hereby deleted in its
entirety and in its place is inserted the following:

            1.       Employment. King is hereby employed by McM
                     Corporation as its Chairman Emeritus and Chief
                     Executive Officer, by Occidental Fire & Casualty
                     Company of North Carolina as its Chairman and by
                     Wilshire Insurance Company as its Chairman. King's
                     duties and responsibilities as to McM Corporation and
                     the McM Group generally include all shareholder
                     relations, all legal and regulatory matters, all
                     sale, acquisition, divestiture and investment banking
                     issues.

         2. Term of Employment. Paragraph 3 of the Agreement is hereby
deleted in its entirety and in its place is inserted the following:


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<PAGE>   2



            3.       Term. The term of this Agreement shall continue until
                     December 31, 1996, at which time it shall
                     automatically renew on a daily rolling basis and
                     continue until the earlier of (a) one year from the
                     date the Employer delivers to the Employee written
                     notice of non-renewal, but in no event shall such
                     term expire before December 31, 1997, or (b) the
                     consummation of a Change in Control (as defined
                     herein) of McM occurring after December 31, 1996.

         3. Clarification Regarding Lump Sum Payout. Paragraph 9 of the
Agreement is hereby deleted in its entirety, and in its place is inserted the
following:

                  9. Termination By Employer Without Cause. If the Employer
         terminates this Agreement during its term without cause, the Employer
         shall pay to the Employee a lump sum equal to the Employee's then
         current annual salary plus the value of the Employee's annual benefits,
         all divided by 12 and multiplied by the number of months (including any
         fractional portion of any month) remaining in the term of this
         Agreement, plus accrued vacation. Unless specifically provided for in
         this Agreement, as amended, any benefits receivable by the Employee
         under the McM Key Executive Incentive Compensation Plan, the 1986 or
         1996 McM Employee Incentive Stock Option Plans, the McM Phantom Stock
         Plan or the McM Equity Appreciation Rights Plan shall be in accordance
         with the terms of those Plans.

         3. Bylaws. The provisions of the second paragraph of Article III,
Section 1 of Employer's bylaws are extended from operation as to Employee until
the termination of the Agreement as provided herein.

         4. Change in Control. For purposes of the Agreement and this Amendment,
a "Change in Control" shall be deemed to have occurred if any "person," as such
term is defined in Sections 13(d) and 14(d) of the Securities Exchange Act of
1934, as amended from time to time (the "Exchange Act"), other than a trustee or
other fiduciary holding securities under an employee benefit plan of McM or its
subsidiaries, is or becomes the "beneficial owner" (as defined in Rule 13d-3
under the Exchange Act), directly or indirectly, of securities of McM
representing fifty-one percent or more of the combined voting power of McM's
then outstanding securities.

         5. Except as modified in this Amendment, the Agreement, as amended, is
ratified and confirmed in all respects.

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<PAGE>   3


         IN WITNESS WHEREOF, Employer, by action approved and directed by its
Board of Directors and Employee, on his own behalf, have executed this Amendment
as of the day and year first above written.


                                        EMPLOYEE:


                                        /s/ GEORGE E. KING              (Seal)
                                        --------------------------------
                                        George E. King


                                        EMPLOYER:



Attest:                                 McM CORPORATION, a North Carolina
                                        corporation

/s/ MICHAEL D. BLINSON
-------------------------
Corporate Secretary                     By:  /s/ STEPHEN L. STEPHANO
                                             --------------------------------
                                        Its: President & COO
[Corporate Seal]


                                        OCCIDENTAL FIRE & CASUALTY
                                        COMPANY OF NORTH CAROLINA, a North
Attest:                                 Carolina corporation


/s/ MICHAEL D. BLINSON                  By:  /s/ STEPHEN L. STEPHANO
----------------------------                 ---------------------------------
Asst. Corp. Secretary                   Its: President & CEO

[Corporate Seal]

                                        WILSHIRE INSURANCE COMPANY, a North
Attest:                                 Carolina corporation

/s/ MICHAEL D. BLINSON                  By:  /s/ STEPHEN L. STEPHANO
----------------------------                 ----------------------------------
Asst. Corp. Secretary                   Its: President & CEO


[Corporate Seal]


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<PAGE>   4



                     THIRD AMENDMENT TO EMPLOYMENT AGREEMENT

         THIS THIRD AMENDMENT TO EMPLOYMENT AGREEMENT (the "Amendment") is made
effective the 6th day of August, 1996, between STEPHEN L. STEPHANO ("Employee"),
McM CORPORATION, OCCIDENTAL FIRE & CASUALTY COMPANY OF NORTH CAROLINA, and
WILSHIRE INSURANCE COMPANY (collectively, "Employer").

                              W I T N E S S E T H:

         WHEREAS, the Employee and the Employer have entered an Employment
Agreement dated as of February 1, 1993, and amended September 1, 1993, and March
16, 1995 (the "Agreement");

         WHEREAS, Employer and Employee desire to further amend the terms of the
Agreement in certain respects and agree that the mutual promises set forth in
this Amendment are full and valid consideration therefor.

         NOW THEREFORE, the parties hereto agree as follows:

         1. Term of Employment. Paragraph 2 of the Agreement is hereby
deleted in its entirety and in its place is inserted the following:

            2.       Term. The term of this Agreement shall continue until
                     December 31, 1996, at which time it shall
                     automatically renew on a daily rolling basis and
                     continue until two years from the date the Employer
                     delivers to the Employee written notice of
                     non-renewal, but in no event shall such term expire
                     before December 31, 1998.

         2. Employee's Positions. Paragraph 4 of the Agreement is hereby
deleted in its entirety, and in its place is inserted the following:

            4.       Duties. The Employee is engaged by McM Corporation as
                     President and Chief Operating Officer, by Occidental
                     Fire & Casualty Company of North Carolina as its
                     President and Chief Executive Officer and by Wilshire
                     Insurance Company as its President and Chief
                     Executive Officer, and in all


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<PAGE>   5



                     of such capacities shall devote substantially all of
                     his time and attention to the business of these
                     companies.

         3. Clarification Regarding Lump Sum Payout. Paragraph 8 of the
Agreement is hereby deleted in its entirety, and in its place is
inserted the following:

                  8. Termination By Employer Without Cause. If the
         Employer terminates this Agreement during its term without
         cause, the Employer shall pay to the Employee a lump sum equal
         to the Employee's then current annual salary plus the value of
         the Employee's annual benefits, all divided by 12 and
         multiplied by the number of months (including any fractional
         portion of any month) remaining in the term of this Agreement,
         plus accrued vacation. Unless specifically provided for in
         this Agreement, as amended, any benefits receivable by the
         Employee under the McM Key Executive Incentive Compensation
         Plan, the 1986 or 1996 McM Employee Incentive Stock Option
         Plans, the McM Phantom Stock Plan or the McM Equity
         Appreciation Rights Plan shall be in accordance with the terms
         of those Plans.

         4. Except as modified in this Amendment, the Agreement is ratified
and confirmed in all respects.



                            [SIGNATURE PAGE ATTACHED]



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<PAGE>   6


         IN WITNESS WHEREOF, Employer, pursuant to action approved and directed
by its Board of Directors, and Employee, on his own behalf, have executed this
Amendment as of the day and year first above written.


                                       EMPLOYEE:


                                       /s/ STEPHEN  L. STEPHANO          (Seal)
                                       ----------------------------------
                                       Stephen L. Stephano


                                       EMPLOYER:

                                       McM CORPORATION, a North Carolina
Attest:                                corporation


/s/ MICHAEL D. BLINSON                 By:  /s/ GEORGE E. KING
----------------------------                ---------------------------------
Corporate Secretary                    Its: Chief Executive Officer


[Corporate Seal]
                                       OCCIDENTAL FIRE & CASUALTY
                                       COMPANY OF NORTH CAROLINA, a North
Attest:                                Carolina corporation


/s/ MICHAEL D. BLINSON                 By:  /s/ GEORGE E. KING
----------------------------                ---------------------------------
Asst. Corp. Secretary                  Its: Chairman


[Corporate Seal]
                                       WILSHIRE INSURANCE COMPANY, a North
Attest:                                Carolina corporation


/s/ MICHAEL D. BLINSON                 By:  /s/ GEORGE E. KING
----------------------------                ---------------------------------
Asst. Corp. Secretary                  Its: Chairman

[Corporate Seal]




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