RESOLVED, that the Corporation hereby adopts
the following Retirement Program for Outside Directors:



            Retirement Program for outside Directors
                 of American Premier Group, Inc.



1.  Eligibility

         Any  person  (other  than  an  officer  or  employee  of
American  Premier Group, Inc. (the "Corporation") or any  of  its
subsidiaries) who retires as a director of the Corporation  after
having  met the applicable eligibility requirements set forth  in
Paragraph 2 shall be entitled to the retirement benefit  referred
to  in  Paragraph 3. For purposes of this Retirement Program  for
Outside  Directors, a person's retirement as a  director  of  the
Corporation   means  his  resignation  as  a  director   of   the
Corporation  or  his  not being nominated  for  reelection  as  a
director  of  the  Corporation by the Corporation's  shareholders
upon  the expiration of his term of office as a director  of  the
Corporation.



2.  Eligibility Requirements

          To  be eligible for the retirement benefit referred  to
in Paragraph 3, a person must have served for at least four years
as  a  director  of  the  Corporation  (or  of  American  Premier
Underwriters, Inc.) while not being an officer or employee of the
Corporation  or  any of its subsidiaries (or of American  Premier
Underwriters,  Inc.  or any of its subsidiaries)  and  must  have
reached the age of 55.



3.  Retirement Benefit

         Upon  retirement  as a director of the  Corporation,  an
eligible  person will revive an amount equal to  five  times  the
annual  directors  fee in effect at the time of  his  retirement.
The  retiring director may elect to receive the benefit  in  lump
sum or in deferred payments.

<PAGE>


4.  Death Benefit

          A death benefit equal to the retirement benefit will be
paid  to the designated beneficiary or estate of any director  of
the  Corporation  who dies while in office, whether  or  not  the
director was eligible for a retirement benefit at the time of his
death.   This  death  benefit, which shall  be  in  lieu  of  any
retirement benefit, shall not be available to a director  who  at
any  time  during the two years immediately preceding his  death,
was an officer or employee of the Corporation or any of its
subsidiaries.



5.  Condition to Receipt of Retirement Benefit

         As a condition to receipt of the retirement benefit, a
director must agree in writing that for a period of 5 years
following his retirement



(a)   he will, without further compensation (except reimbursement
for  expenses), provide consulting services upon request  to  the
Corporation (such services shall not exceed 10 days per year),



(b)   he  will  not,  without the permission of the  Corporation,
engage in significant competition with any major operation of the
Corporation  and its subsidiaries taken as a whole, or  serve  on
the  board  of  directors of any corporation that is  engaged  in
significant   competition  with  any  major  operation   of   the
Corporation and its subsidiaries taken as a whole, and



(c)   he  will not disclose any confidential information  of  the
Corporation  or any of its subsidiaries, or intentionally  engage
in  any activity causing injury to the Corporation or any of  its
subsidiaries.

                               -2-