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                                                                   EXHIBIT 10.22


                          CHANGE OF CONTROL AGREEMENT


THIS CHANGE OF CONTROL AGREEMENT (the "Agreement"), is dated and effective as
of the _____ day of ________________, 199___, by and between United Companies
Financial Corporation, a Louisiana corporation (the "Company"), which has its
corporate headquarters at 4041 Essen Lane, Baton Rouge, Louisiana 70809 and
_____________________________________________ ____("Employee").

                                    RECITALS

WHEREAS, Employee is a senior executive of the Company and has made and is
expected to continue to make major contributions to the profitability, growth
and financial strength of the Company; and

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

WHEREAS, the Company desires to assure itself of both present and future
continuity of management in the event of a Change in Control and desires to
establish certain minimum compensation rights of its key senior executive
officers, including Employee, applicable in the event of a Change in Control;
and





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WHEREAS, the Company wishes to ensure that its key senior executives are not
practically disabled from discharging their duties upon a Change in Control;
and

WHEREAS, this Agreement is not intended to alter the compensation and benefits
which Employee could reasonably expect to receive from the Company absent a
Change in Control and, accordingly, although effective and binding as of the
date hereof, this Agreement shall become operative only upon the occurrence of
a Change in Control; and

WHEREAS, Employee is willing to render services to the Company on the terms and
subject to the conditions set forth in this Agreement.

NOW, THEREFORE, in consideration of these premises, and of the mutual covenants
and undertakings set forth herein, and for other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged,
the Company and Employee hereby agree as follows:

         1.      NOT AN EMPLOYMENT CONTRACT, ETC..

         (a)     This Agreement is not an employment contract.  Nothing herein
                 shall ever be construed so as to require the Company to employ
                 Employee or retain Employee in its employ.  Employee expressly
                 acknowledges that no provision of this Agreement shall ever be
                 interpreted so as to require or impose upon the Company any
                 obligation whatsoever to employ Employee.





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         (b)     This Agreement shall be effective and binding immediately upon
                 its execution, but, anything in this Agreement to the contrary
                 notwithstanding, this Agreement shall not be operative unless
                 and until there shall have occurred a "Change in Control" as
                 defined in Section 4.  Upon the occurrence of a Change of
                 Control at any time during the period during which this
                 Agreement shall be in effect (the "Term"), this Agreement
                 shall become immediately operative.

         (c)     The Term of this Agreement shall commence as of the date
                 hereof and shall expire as of the later of (i) the close of
                 business on December 31, 1998, or (ii) the expiration of the
                 earliest of (x) the expiration of the twenty-four month period
                 following the first occurrence of a Change in Control or (y)
                 earlier termination as provided in Section 2 of this
                 Agreement; provided, however, that (A) commencing on January
                 1, 1996, and each January 1 thereafter, the term of this
                 Agreement shall automatically be extended for an additional
                 year unless, not later than September 30 of the immediately
                 preceding year, the Company or Employee shall have given
                 notice that it or he, as the case may be, does not wish to
                 have the Term extended and (B) subject to Section 1(d) hereof,
                 if, prior to a Change in Control, Employee ceases for any
                 reason to be an employee of the Company, thereupon the Term
                 shall be deemed to have expired and this Agreement shall
                 immediately terminate and be of no further effect.

         (d)     Nothing expressed or implied in this Agreement shall create
                 any right or duty on the part of the Company or Employee to
                 have Employee remain in the employment of the Company prior to
                 any Change in Control; provided, however,





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                 that any termination of employment of Employee or the removal
                 of Employee from his office or position in the Company
                 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 Employee after a
                 Change in Control for purposes of this Agreement.

         (e)     The Recitals set forth hereinabove are incorporated herein.

         2.      TERMINATION BY COMPANY FOLLOWING A CHANGE IN CONTROL.

         If Employee is in the employ of the Company at the time there is a
         Change in Control and if Employee's employment is terminated by the
         Company without Cause (as herein defined) prior to the second
         anniversary of the first occurrence of a Change in Control, subject to
         Section 1(d), other than by reason of (i) the death of Employee, (ii)
         the permanent disability of Employee (within the meaning of, and
         pursuant to which he begins actually to receive disability benefits
         under, the long-term disability plan in effect for senior executives
         of the Company immediately prior to the Change in Control), or (iii)
         the retirement of Employee after he attains age 65 (the occurrence of
         any event as set forth in subsections (i), (ii) or (iii) above shall
         constitute a termination of this Agreement only if such event occurs
         (a) before the occurrence of a Change in Control or (b) after the
         occurrence of a Change in Control but before a termination of
         employment by the Company pursuant to Section 2  or a termination of
         employment by the Employee pursuant to Section 3), then Employee shall
         be entitled to the following





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         payments and benefits in lieu of any further payments to Employee for
         periods subsequent to the effective date of such termination:

                 (a)      Payment of three times the amount of Employee's
                          annualized base salary at the rate in effect
                          immediately prior to such Change in Control (or such
                          higher rate in effect prior to such termination),
                          paid in the form of an un-discounted lump sum payment
                          within 10 business days after the effective date of
                          such termination; plus

                 (b)      Payment of an amount equal to three times the amount
                          of Employee's highest annual bonus earned by Employee
                          (whether the bonus was payable in cash, restricted
                          stock or otherwise) during the three prior Company
                          fiscal years immediately ended prior to the Change in
                          Control (or such higher annual bonus for the fiscal
                          year ended immediately prior to the date of the
                          termination), paid in the form of an undiscounted
                          lump sum payment within ten (10) business days after
                          the effective date of such termination; plus

                 (c)      Continuation of the life and medical insurance
                          coverage and the short-term and long-term disability
                          coverage provided to Employee by the Company
                          immediately before the effective date of such
                          termination, in each case at the level otherwise in
                          effect just prior to the effective date of
                          termination (or such higher level immediately prior
                          to the Change in Control), for two years from the
                          effective date of termination at the Company's
                          expense, or, if earlier, until Employee obtains
                          employment and comparable coverage





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                          elsewhere; and Employee's COBRA-benefit continuation
                          rights shall commence on the first day following the
                          date of termination of the extended coverage rights
                          provided hereunder.  If the plans maintained by the
                          Company do not permit continuation of coverage as
                          contemplated hereby, the Company shall be obligated
                          to obtain comparable coverage elsewhere at no
                          increased cost to Employee; plus

                 (d)      Any other rights and benefits provided to Employee
                          under employee benefit plans and programs of the
                          Company as in effect immediately prior to his
                          termination (or such greater rights and benefits
                          immediately prior to the Change in Control),
                          determined in accordance with the applicable terms
                          and provisions of such plans and programs; provided,
                          however, notwithstanding anything to the contrary
                          contained in this Agreement, in any agreement
                          evidencing a grant to Employee of restricted shares
                          or options to acquire stock in the Company, or in any
                          plan of the Company, immediately upon the occurrence
                          of a Change in Control, (i) any rightstheretofore
                          granted to the Employee to purchase stock in the
                          Company upon the exercise of an option, and any
                          corresponding appreciation rights, will become
                          exercisable in full, and in the event of the
                          termination of employment of Employee for any reason,
                          any option may be exercised within three (3) months
                          after such termination, or if longer, such period as
                          may be specified in the applicable agreement or plan,
                          (ii) any risks of forfeiture and prohibitions or
                          restrictions on transfer pertaining to any





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                          restricted shares theretofore granted to Employee
                          will lapse, and (iii) any risks of forfeiture
                          pertaining to any deferred compensation or
                          supplemental retirement arrangement theretofore
                          granted to the Executive will lapse; and provided,
                          further, that such deferred compensation shall be
                          payable as provided in the deferred compensation or
                          supplemental retirement benefits arrangement,
                          commencing on the date which would have been his
                          Normal Retirement Date or such earlier date as he
                          shall die or become disabled, and with an annual
                          benefit determined as if Employee had continued
                          employment with the Company until the Normal
                          Retirement Date; plus

                 (e)      Certain Additional Payments by the Company:

                          (i)     Anything in this Agreement to the contrary
                                  notwithstanding, 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 Employee, whether paid or payable or
                                  distributed or distributable pursuant to the
                                  terms of this Agreement or otherwise pursuant
                                  to or by reason of any other agreement,
                                  policy, plan, program or arrangement,
                                  including without limitation any stock
                                  option, stock appreciation right or similar
                                  right, or the lapse or termination of any
                                  restriction on or the vesting or
                                  exercisability of any of the foregoing
                                  (individually and collectively a "Payment"),
                                  would be





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                                  subject to the excise tax imposed by Section
                                  4999 of 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 Employee shall be entitled to
                                  receive an additional payment or payments
                                  (individually and collectively, a "Gross-Up
                                  Payment") (provided, however, that no
                                  Gross-Up Payment shall be made with respect
                                  to the Excise Tax, if any, attributable to
                                  (i) any incentive stock option, as defined by
                                  Section 422 of the Code ("ISO") granted prior
                                  to the execution of this Agreement, or (ii)
                                  any stock appreciation or similar right,
                                  whether or not limited, granted in tandem
                                  with any ISO described in clause (i)).  The
                                  Gross-Up Payment shall be in an amount such
                                  that, after payment by the Employee 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 Employee retains an
                                  amount of the Gross-Up Payment equal to the
                                  Excise Tax imposed upon the Payment.





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                          (ii)    Subject to the provisions of Section
                                  2(e)(vi), all determinations required to be
                                  made under this Section 2(e), including
                                  whether an Excise Tax is payable by the
                                  Employee and the amount of such Excise Tax
                                  and whether a Gross-Up Payment is required to
                                  be paid by the Company to Employee and the
                                  amount of such Gross-Up Payment, if any,
                                  shall be made by a nationally recognized
                                  accounting firm (the "Accounting Firm")
                                  selected by Employee in his sole discretion.
                                  Employee shall direct the Accounting Firm to
                                  submit its determination and detailed
                                  supporting calculations to both the Company
                                  and Employee within thirty (30) calendar days
                                  after the termination date of Employee's
                                  employment, if applicable, and any such other
                                  time or times as may be requested by the
                                  Company or the Employee.  If the Accounting
                                  Firm determines that any Excise Tax is
                                  payable by Employee, the Company shall pay
                                  the required Gross-Up Payment
                                  to Employee within five business days after
                                  receipt of such determination and
                                  calculations with respect to any Payment to
                                  Employee.  The federal tax returns filed by
                                  Employee shall be prepared and filed on a
                                  consistent basis with the determination of
                                  the Accounting Firm with respect to the
                                  Excise Tax payable by Employee.  If the
                                  Accounting Firm determines that any Excise
                                  Tax is payable by Employer, the Company shall
                                  pay the required Gross-Up 





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                                  Payment to Employer within five (5) 
                                  business days after receipt of such 
                                  determination and calculations with respect 
                                  to any Payment to the Employer.  If the 
                                  Accounting Firm determines that no Excise
                                  Tax is payable by Employee, it shall, at the
                                  same time as it makes such determination,
                                  furnish the Company and Employee an opinion
                                  that Employee 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) 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 2(e)(vi) hereof and Employee
                                  thereafter is required to make a payment of
                                  any Excise Tax, Employee 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 Employee as promptly as possible.
                                  Any such Underpayment shall be promptly paid
                                  by the Company to, or for the benefit of,
                                  Employee within five business days after
                                  receipt of such determination and





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                                  calculations.

                          (iii)   The Company and Employee shall each provide
                                  the Accounting Firm access to and copies of
                                  any books, records and documents in the
                                  possession of the Company or Employee, 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 this Section 2(e).  Any determination by
                                  the Accounting Firm as to the amount of the
                                  Gross-Up Payment shall be binding upon the
                                  Company and Employee.

                          (iv)    The federal, state and local income or other
                                  tax returns filed by Employee shall be
                                  prepared and filed on a consistent basis with
                                  the determination of the Accounting Firm with
                                  respect to the Excise Tax payable by
                                  Employee.  Employee 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 Employee's federal income
                                  tax return, or corresponding state or local
                                  tax





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                                  return, if relevant, the Accounting Firm
                                  determines that the amount of the Gross-Up
                                  Payment should be reduced, Employee shall
                                  within five (5) business days pay to the
                                  Company the amount of such reduction.

                          (v)     The fees and expenses of the Accounting Firm
                                  for its services in connection with the
                                  determinations and calculations contemplated
                                  by this Section 2(e) shall be borne by the
                                  Company.  If such fees and expenses are
                                  initially paid by Employee, the Company shall
                                  reimburse Employee the full amount of such
                                  fees and expenses within five business days
                                  after receipt from Employee of a statement
                                  therefor and reasonable evidence of his
                                  payment thereof.

                          (vi)    Employee shall notify the Company in writing
                                  of any claim by the Internal Revenue Service
                                  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 ten (10)
                                  business days after Employee actually
                                  receives notice of such claim and Employee
                                  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 Employee).
                                  Employee 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





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                                  date that any payment of amount with respect
                                  to such claim is due.  If the Company
                                  notifies Employee in writing prior to the
                                  expiration of such period that it desires to
                                  contest such claim, Employee shall:

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

                                  (B)      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;

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

                                  (D)      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 without limitation interest and
                                  penalties) incurred in connection with such
                                  contest and shall indemnify and hold harmless
                                  Employee, on an after-tax basis, for and
                                  against any Excise Tax or income tax,
                                  including without





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                                  limitation 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 2(e)(vi), the
                                  Company shall control all proceedings taken
                                  in connection with the contest of any claim
                                  contemplated by this Section 2(e)(vi) 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 Employee may participate
                                  therein at his own cost and expense) and may,
                                  at its option, either direct Employee to pay
                                  the tax claimed and sue for a refund or
                                  contest the claim in any permissible manner,
                                  and Employee 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 Employee to pay
                                  the tax claimed and sue for a refund, the
                                  Company shall advance the amount of such
                                  payment to Employee on an interest-free basis
                                  and shall indemnify and hold Employee
                                  harmless, on an after-tax basis, from any
                                  Excise Tax or income tax, including without
                                  limitation interest or penalties with respect
                                  thereto, imposed with respect to such
                                  advance; and provided further, however, that
                                  any extension of the statute of limitations





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                                  relating to payment of taxes for the taxable
                                  year of Employee 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
                                  Employee 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.

                          (vii)   If, after the receipt by Employee of any
                                  amount advanced by the Company pursuant to
                                  Section 2(e)(vi) hereof, Employee receives
                                  any refund with respect to such claim,
                                  Employee shall (subject to the Company's
                                  complying with the requirements of Section
                                  2(e)(vi) hereof) 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 Employee of any amount advanced by
                                  the Company pursuant to Section 2(e)(vi)
                                  hereof, a determination is made that Employee
                                  shall not be entitled to any refund with
                                  respect to such claim and the Company does
                                  not notify the Employee in writing of its
                                  intent to contest such denial or refund prior
                                  to the expiration of thirty (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





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                                  advance shall offset, to the extent thereof,
                                  the amount of Gross-Up Payment required to be
                                  paid by the Company to the Employee pursuant
                                  to this Section 2(e).

                 (f)      No Mitigation Obligation:  The Company hereby
                          acknowledges that it will be difficult, and may be
                          impossible, for Employee to find reasonably
                          comparable employment following the date of
                          termination of his employment.  Accordingly, the
                          parties hereto expressly agree that the payments and
                          benefits to be provided by the Company to Employee in
                          accordance with the terms of this Agreement will be
                          liquidated damages, and that Employee shall not be
                          required to mitigate the amount of any payment or
                          other benefit  provided for in this Agreement by
                          seeking other employment or otherwise, nor shall any
                          profits, income, earnings or other benefits from any
                          source whatsoever create any mitigation, offset,
                          reduction or any other obligation on the part of
                          Employee hereunder or otherwise, except as expressly
                          provided in Section 2(c).  Further, the Company shall
                          have no right of offset with respect to payments and
                          other benefits due by it hereunder.

         3.      TERMINATION BY EMPLOYEE FOR "GOOD REASON" FOLLOWING A CHANGE
                 IN CONTROL.

                 If Employee is in the employ of Company at the time of a
                 Change in Control, and in the event of termination of
                 Employee's employment by Employee for "Good Reason"(as defined
                 below) prior to the second anniversary of the first





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                 occurrence of a Change in Control, and subject to Section
                 1(d), Employee shall be entitled to the same payments and
                 other benefits that are provided under Section 2.  For
                 purposes of this Section 3, Employee shall be entitled to
                 terminate his employment for "Good Reason" if:

                 (a)      Without Employee's written consent, one or more of
                          the following events occurs:

                          (i)     For reasons other than job promotion,
                                  Employee is not appointed to or is otherwise
                                  removed from his position, or a substantially
                                  equivalent position, as the case may be, held
                                  immediately prior to the Change in Control
                                  for any reason other than for Cause or
                                  Employee's disability;

                          (ii)    The Company reduces Employee's base salary
                                  and/or the dollar amount of Employee's target
                                  annual bonus opportunity, in each case for
                                  any reason other than for Cause or Employee's
                                  disability;

                          (iii)   Employee is required to relocate his office
                                  more than 25 miles from its current location,
                                  excluding business travel reasonably
                                  consistent with the level of travel prior to
                                  the Change in Control;

                          (iv)    For any reason other than for Cause, Employee
                                  suffers a significant reduction in the
                                  authority, duties or responsibilities
                                  associated with his senior executive
                                  position;

                          (v)     For any reason other than for Cause, the 
                                  Company asserts the





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                                  intention to reduce or materially reduces
                                  Employee's life insurance and other benefit
                                  coverages provided below the levels
                                  applicable immediately prior to such Change
                                  of Control;

                          (vi)    Any individual or entity acquiring the
                                  Company through purchase of assets, or by
                                  merger, or otherwise fails to expressly
                                  assume the Company's obligations hereunder,
                                  provided that such individual or entity has
                                  had at least ten (10) business days' prior
                                  written notice of the existence of this
                                  Agreement and this provision;

                          (vii)   The Company otherwise materially breaches 
                                  this Agreement; and/or

                          (viii)  A determination is made by Employee in good
                                  faith that as a result of a Change in Control
                                  and a change in circumstances thereafter
                                  significantly affecting his position,
                                  including without limitation a change in the
                                  scope of the business or other activities for
                                  which he was responsible immediately prior to
                                  a Change in Control, he has been rendered
                                  substantially unable to carry out, has been
                                  substantially hindered in the performance of,
                                  or has suffered a substantial reduction in,
                                  any of the authorities, powers, functions,
                                  responsibilities or duties attached to the
                                  position held by Employee immediately prior
                                  to the Change in Control, which situation is
                                  not remedied within 10 calendar days after
                                  written notice to the Company from Employee
                                  of such determination.





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                 (b)      In the case of Sections 3(a)(ii), 3(a)(iv) and
                          3(a)(v), within 90 days following the date on which
                          the occurrence of such event becomes known to
                          Employee, Employee notifies the Company in writing of
                          the occurrence of such event and of his intent to
                          treat such event as "Good Reason" under this Section
                          3; within 30 days (or such shorter period provided in
                          Section 3(a)) following receipt of such written
                          notice, the Company does not cure such event and
                          deliver to Employee a written statement that it has
                          done so; and within 60 days following the expiration
                          of such 30-day (or shorter) period (without the
                          occurrence of a cure and written notice thereof),
                          Employee voluntarily terminates his employment with
                          the Company;

                 (c)      In the case of Sections 3(a)(i), 3(a)(iii), 3(a)(vi),
                          3(a)(vii), or 3(viii), Employee voluntarily
                          terminates his employment with the Company; and

                 (d)      Termination of Employee's employment with the Company
                          by reason of his (i) death, (ii) permanent disability
                          (within the meaning of, and pursuant to which he
                          begins actually to receive disability benefits under,
                          the long-term disability plan in effect for senior
                          executives of the Company immediately prior to the
                          Change in Control), or (iii) retirement after he
                          attains age 65 shall not be "Good Reason" for
                          purposes of this Section 3.

         4.      CHANGE OF CONTROL DEFINITION.

                 (a)      For purposes of this Agreement, the term Change in 
                          Control shall mean





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                          the happening of any of the following:

                          (i)     When any "person" as defined in Section
                                  3(a)(9) of the Securities Exchange Act of
                                  1934, as amended (the "Exchange Act") and as
                                  used in Sections 13(d) and 14(d) thereof,
                                  including a "group" as defined in Section
                                  13(d) of the Exchange Act but excluding  any
                                  10% or larger shareholder of record of the
                                  Company as of January 1, 1995, directly or
                                  indirectly, becomes the "beneficial owner"
                                  (as defined in Rule 13d-3 under the Exchange
                                  Act, as amended from time to time), of
                                  securities of the Company representing 20% or
                                  more of the combined voting power of the
                                  Company's then outstanding securities which
                                  are entitled to vote with respect to the
                                  election of the directors of the Company;

                          (ii)    When, during any period of 24 consecutive
                                  months, the individuals who, at the beginning
                                  of such period, constitute the Board of
                                  Directors of the Company (the "Incumbent
                                  Directors") cease for any reason other than
                                  death or disability to constitute at least a
                                  majority thereof; provided, however, that a
                                  director who was not a director at the
                                  beginning of such 24-month period shall be
                                  deemed to have satisfied such 24-month
                                  requirement (and be an Incumbent Director) if
                                  such director was elected by, or on the
                                  recommendation of or with the approval of, at
                                  least two-thirds of the directors who then
                                  qualified as Incumbent Directors either





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                                  actually (because they were directors at the
                                  beginning of such 24-month period) or by
                                  prior operation of this provision;

                          (iii)   The acquisition of the Company or all or
                                  substantially all of the Company's assets by
                                  an entity other than the Company (or a 50% or
                                  more owned subsidiary of the Company) through
                                  purchase of assets, or by merger, or
                                  otherwise, except in the case of a
                                  transaction pursuant to which, immediately
                                  after the transaction, the Company's
                                  shareholders immediately prior to the
                                  transaction own immediately after the
                                  transaction at least a majority of the
                                  combined voting power of the surviving
                                  entity's then outstanding securities which
                                  are entitled to vote with respect to the
                                  election of the directors of such entity; or

                          (iv)    The Company files a report or proxy statement
                                  with the Securities and Exchange Commission
                                  pursuant to the Exchange Act disclosing in
                                  response to Form 8-K, Form 10-K or Schedule
                                  14A (or any successor schedule, form or
                                  report or item therein) that a change in
                                  control of the Company has or may have
                                  occurred or will or may occur in the future
                                  pursuant to any then-existing contract or
                                  transaction.

         Notwithstanding the foregoing provisions of this Section 4, unless
         otherwise determined in a specific case by majority vote of the Board
         of Directors of the Company (the "Board"), a "Change in Control" shall
         not be deemed to have occurred for purposes of





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         this Agreement solely because (A) the Company, (B) an entity in which
         the Company directly or indirectly beneficially owns 50% or more of
         the voting securities, or (C) any Company-sponsored employee stock
         ownership plan or any other employee benefit plan of the Company,
         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 20% or otherwise, or
         because the Company reports that a change in control of the Company
         has or may have occurred or will or may occur in the future by reason
         of such beneficial ownership.

                 (b)      Upon the occurrence of a Change in Control at any
                          time during the Term, this Agreement shall become
                          immediately operative.

         5.      CAUSE DEFINITION.

                 The term Cause as used herein shall mean intentional gross
                 dishonesty or intentional gross misconduct by Employee, either
                 of which is materially harmful to the business or reputation
                 of the Company or any of its subsidiaries as determined by the
                 Board in the reasonable, good faith exercise of its business
                 judgment and discretion.  Notwithstanding the foregoing,
                 Employee shall not be deemed to have been terminated for Cause
                 hereunder unless and until there shall have been delivered to
                 Employee 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





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                 meeting of the Board called and held for such purpose (after
                 reasonable notice to Employee and an opportunity for Employee,
                 together with his counsel, to be heard before the Board),
                 finding that, in the good faith opinion of the Board, Employee
                 had committed an act set forth in this Section 5 and
                 specifying the particulars thereof in detail.  Nothing herein
                 shall limit the right of Employee or his beneficiaries to
                 contest the validity or propriety of any such determination.

         6.      TAX WITHHOLDING.

                 Anything in this Agreement to the contrary notwithstanding,
                 all payments required to be made by the Company hereunder to
                 Employee shall be subject to withholding of such amounts
                 relating to taxes as the Company may reasonably determine it
                 should withhold pursuant to any applicable law or regulation.
                 In lieu of withholding such amounts, in whole or in part, the
                 Company may, in its sole discretion, accept other provision
                 for payments of taxes, provided it is satisfied that all
                 requirements of law affecting its responsibilities to withhold
                 such taxes have been satisfied.

         7.      DISPUTES:  ENFORCEMENT OF RIGHTS.

                 (a)      Legal and Other Fees.  All reasonable legal and other
                          fees and expenses incurred by Employee in connection
                          with any disputed claim regarding any right or
                          benefit provided for in this Agreement or in
                          otherwise pursuing any disputed claim relating to
                          this Agreement shall be paid by





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                          the Company, to the extent permitted by law, provided
                          that Employee is successful in whole or in part as to
                          such disputed claim as the result of litigation,
                          arbitration or settlement.

                 (b)      Interest on Unpaid Amounts.  In the event that the
                          Company refuses or otherwise fails to make a payment
                          when due and it is ultimately determined that
                          Employee is entitled to such payment, such payment
                          shall be increased to specify an interest equivalent
                          for the period of delay, compounded annually, equal
                          to the prime rate in effect as of the date the
                          payment was first due and as such rate may thereafter
                          change from time to time.  For this purpose, the
                          prime rate shall be based on the rate identified by
                          Hibernia National Bank from time to time as its prime
                          rate as of the relevant date.

         8.      ASSIGNABILITY; BINDING NATURE.

                 This Agreement shall be binding upon and inure to the benefit
                 of the parties hereto and their respective successors, heirs
                 and assigns.

                 No rights or obligations of Employee under this Agreement may
                 be assigned or transferred by Employee other than his rights
                 to benefits hereunder, which may be transferred only by will
                 or operation of law and subject to the limitations of this
                 Agreement.





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                 No rights or obligations of the Company under this Agreement
                 may be assigned or transferred by the Company, except pursuant
                 to a merger or consolidation in which the Company is not the
                 continuing entity, or the sale or liquidation of all or
                 substantially all of the assets of the Company, and in which
                 such assignee or transferee assumes the liabilities,
                 obligations and duties of the Company, as contained in this
                 Agreement, either contractually or as a matter of law.

         9.      ENTIRE AGREEMENT; AMENDMENT OR WAIVER.

                 This Agreement and any schedules attached hereto (which are
                 incorporated herein and which shall be treated as part
                 hereof), together with the benefits referred to herein,
                 contain the entire agreement between the parties hereto
                 concerning the subject matter hereof and supersede all prior
                 agreements, understandings, discussions, negotiations and
                 undertaking, whether written or oral, between the Company and
                 Employee with respect thereto.

         No provision in this Agreement may be amended or waived unless such
         amendment or waiver is agreed to in writing and signed by Employee and
         a duly authorized officer of the Company.  No waiver by either party
         hereto of any breach by the other party or any condition or provision
         of this Agreement to be performed by the other party shall be deemed a
         waiver of a similar or dissimilar condition or provision at the same
         or any prior or subsequent time.





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         10.     SEVERABILITY.

                 In the event that any provision or portion of this Agreement
                 shall be determined to be invalid or unenforceable, in whole
                 or in part, for any reason, the remaining provisions of this
                 Agreement shall be unaffected thereby and shall remain in full
                 force and effect to the fullest extent permitted by law.

         11.     GOVERNING LAW.

                 This Agreement shall be governed by, and construed and
                 interpreted in accordance with, the laws of the State of
                 Louisiana, without reference to conflict of law principles.

         12.     NOTICES.

                 Any notice given to either party to this Agreement shall be in
                 writing and shall be deemed to have been given when delivered
                 personally or three business days after sent by certified or
                 registered mail, postage prepaid, return receipt requested, in
                 each case duly addressed to the party concerned at the address
                 indicated below or to such changed address as such party may
                 subsequently give notice of: 
      
                 If to the Company or to the Board:

                 United Companies Financial Corporation
                 4041 Essen Lane
                 Baton Rouge, LA  70809
                 Attention:  Secretary





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<PAGE>   27
                 with a copy to the Chairman of the Compensation Committee of
                 the Board;

                 If to Employee:

                 -----------------------------------

                 -----------------------------------

                 -----------------------------------

         13.     HEADINGS.

                 The headings of the sections contained in this Agreement are
                 for convenience only and shall not be deemed to control or
                 affect the meaning or construction of any provision of this
                 Agreement.

         14.     COUNTERPARTS.

                 This Agreement may be executed in one or more counterparts
                 (each of which need not be executed by each of the parties),
                 all of which together shall constitute one and the same
                 agreement.

WHEREOF, the undersigned have executed this Agreement as of the date first
written above.


                                        United Companies Financial Corporation

                                        By:                                   
                                           -----------------------------------
                                        Its:                                  
                                            ----------------------------------


                                                                              
                                        --------------------------------------





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                                        Employee

                                        
                                        --------------------------------------
                                        Name:                                 
                                             ---------------------------------





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