LAW COMPANIES GROUP, INC. SUPPLEMENTAL EXECUTIVE

                                 RETIREMENT PLAN


<PAGE>


                            LAW COMPANIES GROUP, INC

                     SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN


WHEREAS, it is in the best interest of Law Companies Group, Inc. (the "Company")
to employ and retain competent loyal management personnel; and

WHEREAS, Bruce Coles requires a supplemental retirement benefit.

NOW  THEREFORE,  the  Company  hereby  establishes  the  following  Supplemental
Retirement Plan effective August 1, 1996 ("Effective Date") which constitutes an
unfunded  nonqualified  plan that  benefits an  employee  who is within a select
group of key management or highly compensated employees.

<PAGE>

                                    ARTICLE I

                                   DEFINITIONS



1.1      Account.  "Account"  means  with  respect  to  the  Participant  or his
         Beneficiary,  the total  dollar  amount or value  evidenced by the last
         balance posted in accordance with the terms of the Plan, to the account
         record established for the Participant or his Beneficiary.


1.2      Beneficiary.  "Beneficiary"  means a person or entity designated by the
         Participant  under  the  terms  of this  Plan to  receive  any  amounts
         distributable under the Plan upon the death of the Participant.


1.3       Board of Directors. "Board of Directors" means the Board of Directors
          of Law Companies Group, Inc.

1.4      Code. "Code" means the Internal Revenue Code of 1986, as amended.


1.5      Company. "Company" means Law Companies Group, Inc.


1.6      Interest Rate.  "Interest Rate" means for each Valuation Date, the rate
         of interest credited to the Participant's  Account that is derived from
         the investment of Company Contributions made to the Trust.


1.7      Normal Retirement Age. "Normal Retirement Age" means age 65.


1.8      Participant.  "Participant"  means Bruce Coles, who is one of a select
         group of management and highly  compensated employees.


1.9      Plan.  "Plan"  means the Law  Companies  Group,  Inc.  Supplemental
         Executive  Retirement  Plan set forth in this document, as amended
         from time to time.

1.10     Plan Administrator.  "Plan  Administrator" means the individual or
         group of individuals who shall act on behalf of
         the Company to administer the Plan.


1.11     Plan Year. "Plan Year" means the calendar year.


1.12     Trust.  "Trust" means the "rabbi trust" entered into in conjunction
         with this Plan which is entitled Law Companies Group, Inc.
         Supplemental Executive Retirement Trust.


1.13     Valuation  Date.  "Valuation  Date" means the last day of each
         calendar year or any other period as designated by the Plan
         Administrator.




                                   ARTICLE II

                               PARTICIPANT ACCOUNT



2.1      Participant's Account.


(a)               Establishment  of Account.  The Plan  Administrator  shall
                  establish and maintain an Account on behalf of the
                  Participant.  The Account shall be credited with (i)
                  Contributions  made by the Company in accordance with Schedule
                  A, attached  hereto and made a part hereof,  until the earlier
                  of the date the  Participant attains Normal  Retirement Age or
                  terminates  employment with the Company and (ii) earnings
                  attributable to the Account.  The Account shall be maintained
                  until the total value thereof has been distributed to or on
                  behalf of the Participant or his Beneficiary. If the
                  Participant terminates during a Plan Year, a pro rata
                  portion of the contribution will be made for that year. For
                  example,  if the Participant terminates employment on July 31,
                  2002, he shall receive a contribution of 7/12 of $65,437 for
                  the year 2002.



(b)               Nature of Contributions  and Accounts.  The  Contributions and
                  earnings  credited  to  the  Participant's  Account  shall  be
                  represented solely by bookkeeping  entries.  All payments to a
                  Participant  under  the Plan  shall be made  from the  general
                  assets of the  Company.  Any assets  which may be set aside in
                  the Trust or otherwise acquired by the Company in anticipation
                  of its obligations under the Plan shall be part of the general
                  assets  of  the  Company.  The  Company's  obligation  to  pay
                  benefits  under the Plan  constitutes  a mere  promise  of the
                  Company to pay such benefits, and a Participant or Beneficiary
                  shall  be and  remain  no  more  than  an  unsecured,  general
                  creditor of the Company.



(c)               Crediting of Earnings.  The Plan Administrator or its designee
                  shall credit to the Participant's Account as of each Valuation
                  Date the amount of earnings and/or losses  applicable  thereto
                  for the period since the immediately  preceding Valuation Date
                  as follows:



(1)                        First,  the Interest Rate(s) for the period since the
                           immediately   preceding   Valuation   Date  shall  be
                           determined for each investment fund;

(2)                        Next, the amount of each Participant's  Account as of
                           the  immediately  preceding  Valuation Date minus the
                           amount of any  distributions  debited from the amount
                           since the immediately  preceding Valuation Date shall
                           be determined; and



(3)                        The Interest Rate(s) for such Valuation Date shall be
                           applied  to  the   Participant's   Account  for  such
                           Valuation  Date,  and the total  amount  of  earnings
                           and/or losses  resulting  therefrom shall be credited
                           to such  Participant's  Account as of the  applicable
                           Valuation Date.



2.2      Retirement. The Participant shall be entitled to receive the entire
         amount credited to his Account as of the date of  distribution, on the
         first day of the month after the Participant attains Normal Retirement
         Age. Such amounts shall be paid in a single lump sum as soon as
         practical after the Participant becomes entitled to a distribution.
         However, at least one year prior to the Participant's  attainment of
         Normal Retirement Age, the Participant may make an  irrevocable
         election to receive  his  Account  balance in installments. Installment
         payments shall be made in substantially equal annual  installments
         (adjusted for interest income between  payments); provided, in no event
         shall  such  payments  be made over a period in excess  of 15  years.
         The  initial  value  of the  obligation  for the installment  payments
         shall be equal to the amount of the Participant's Account balance
         calculated in accordance with the terms of the Section 2.1.



2.3      Death  Benefit.  If the  Participant  dies prior to his  termination of
         employment,  the Company shall pay the Participant's Account balance on
         his date of death, to the Participant's designated Beneficiary.  If the
         Participant  dies after payment of his benefit from the Plan has begun,
         but before his  entire  benefit  has been  distributed,  the  remaining
         amount of his Account balance shall be distributed to the Participant's
         designated Beneficiary.  The Participant's  designated Beneficiary will
         receive  the benefit in one lump sum as soon as  practicable  following
         the Participant's death.



2.4      Termination of Employment.  If the  Participant  terminates  employment
         from the Company prior to Normal  Retirement Age, the Participant shall
         be entitled  to receive his benefit  from this Plan on the first day of
         the month after he terminates in one lump sum.



2.5      Debiting  of  Distributions.  As  of  each  Valuation  Date,  the  Plan
         Administrator  shall  debit the  Participant's  Account  for any amount
         distributed from such Account since the immediately preceding Valuation
         Date.



2.6      Change  in  Control.  In the case of a change in the  ownership  of the
         Company,  a change in  effective  control of the Company or a change in
         ownership  of a  substantial  portion of the assets of the  Company (as
         defined-under Code Section 280G), the Participant's  Account balance at
         the time of such change shall become immediately due and payable in one
         lump sum even if the  Participant  had previously  elected  installment
         payments in accordance with Section 2.2.



2.7      Beneficiary.  If a  Participant  dies prior to  receiving  all  amounts
         distributable  under the Plan, the Beneficiary named by the Participant
         will receive the amounts due under the Plan. The Participant shall file
         with the Company a designation of one or more Beneficiaries to whom the
         benefit under the Plan will be payable if the Participant dies prior to
         receipt of his entire benefit.  The designation  will be effective upon
         receipt  by the  Company of a properly  executed  form.  If there is no
         valid  designation  of  Beneficiary on file with Company at the time of
         the Participant's  death or if all of the Beneficiaries  designated the
         Beneficiary   designation  have   predeceased  the   Participant,   the
         Beneficiary will be the  Participant's  spouse,  if the spouse survives
         the Participant, or otherwise the Participants estate.



2.8      Vesting.  The Participant's  Account balance Under this Plan shall
         always be 100% vested.

2.9      Acceleration  of Payment.  If any federal or state  income taxes become
         due and payable for  amounts  contributed  under this Plan prior to the
         time such amounts become distributable to the Participant,  the amounts
         upon  which  taxes  are due shall  become  immediately  payable  to the
         Participant.



<PAGE>


                                   ARTICLE III

                            EVENTS CAUSING FORFEITURE





Forfeiture  For Cause.  If the  Participant  is  discharged by the Company for a
conviction  for  fraud,  embezzlement,  theft or any felony in the course of his
employment by the Company which damages the Company,  the entire benefit accrued
for the benefit of the Participant and/or his Beneficiaries under this Plan will
be  forfeited.  The  decision of the Board o Directors  of the Company as to the
cause of the former Participant's  discharge and damage done to the Company will
be final.  No decision of the Company will affect  finality of the  discharge of
the  Participant by the Company in any manner.  This provision shall not operate
to waive or otherwise  forego any other rights or benefits the  Participant  may
have.



<PAGE>


                                   ARTICLE IV

                                     CLAIMS



Claims Procedure.  The Company shall make all  determinations as to the right of
the Participant to a benefit.  If any application for payment of a benefit under
the Plan shall be denied,  the Company  shall notify the claimant  within ninety
(90) days of such denial setting forth the specific reason  therefore and afford
such  claimant  a  reasonable  opportunity  for a full  and fair  review  of the
decision  denying his claim.  Notice of such denial shall set forth, in addition
to the specific reasons for the denial, reference to pertinent provisions of the
Plan, such information as may be relevant to denial of the claim, an explanation
of the claims  review  procedure  and advice that such  claimant may request the
opportunity to review  pertinent Plan documents and submit a statement of issues
and comments.  Within sixty (60) days  following  advice of denial of his claim,
upon request made by any claimant for a review of such denial, the Company shall
take  appropriate  steps  to  review  its  decision  in  light  of  any  further
information  or comments  submitted  by such  claimant.  The Company may, in its
discretion,  hold a hearing at which such claimant  shall be entitled to present
the basis of his claim for review and at which he may be represented by counsel.
The Company  shall  render a decision  within  sixty (60) days after  claimant's
request  for  review  (which may be  extended  to 120 days if  circumstances  so
require)  and shall  advise  claimant in writing of its decision on such review,
specifying its reasons and identifying appropriate provisions of the Plan.



<PAGE>


                                    ARTICLE V

                          AMENDMENT AND/OR TERMINATION



5.1      Amendment or  Termination of the Plan. The Board of Directors may amend
         or terminate this Plan at any time by an instrument in writing with the
         consent of the Participant.



5.2      No Retroactive Effect on Awarded Benefits. No amendment will affect the
         rights of the  Participant  to the  benefit  provided  under  this Plan
         previously accrued by the Participant without his consent. However, the
         Board of Directors  shall retain the right at any time to change in any
         manner  the  benefits  provided  in  Article  II but only as to amounts
         contributed after the date of the amendment.



5.3      Effect  of  Termination.  If the Plan is  terminated,  no  further
         contributions  will be made to the  Plan.  The Participant's benefit as
         of the date of termination will be payable under the conditions, at the
         time and in the form then provided in the Plan.







<PAGE>


                                   ARTICLE VI

                                     FUNDING



6.1      Corporate  Obligation.  The  Company  shall  pay the  benefits  due the
         Participant  under this Plan;  however,  should it fail to do so when a
         benefit is due,  such benefit shall be paid by the Trustee of the Trust
         Agreement entered into  contemporaneously with this Plan. In any event,
         if the Trust fails to pay for any reason,  the  Company  still  remains
         liable  for the  payment of all  benefits  provided  by this Plan.  The
         Company  shall  contribute  to the  Trust as  designated  in the  Trust
         Agreement.  All assets  contributed  shall be held in and  administered
         according  to the  terms  of the  Trust  Agreement,  a copy of which is
         attached to this Plan and  incorporated  by reference for all purposes.
         However,  in no event shall the rights of the Participant in the assets
         held by the Trust be greater than the rights of unsecured  creditors of
         the Company in the case of  bankruptcy  or  insolvency  of the Company.
         Nothing  contained in this Plan or that Trust  Agreement  constitutes a
         secured  promise by the Company  that the assets of the Company will be
         sufficient to pay any benefit to any person.



6.2      Participant  Must Rely Only on  General  Credit of the  Company.  It is
         specifically  recognized by both the Company and the  Participant  that
         this  Plan  is  only  a  general  corporate  commitment  and  that  the
         Participant  must rely upon the  general  credit of the Company for the
         fulfillment of its obligations  hereunder.  Under all circumstances the
         rights of the  Participant  to any asset held by the Company will be no
         greater than the rights  expressed in this Plan.  Nothing  contained in
         this Plan will constitute a guarantee by the Company that the assets of
         the Company will be sufficient  to pay any benefits  under this Plan or
         would  place the  Participant  in a secured  position  ahead of general
         creditors of the Company.  Though the Company may  establish a Trust to
         accumulate  assets to fulfill  its  obligations,  the Plan and any such
         Trust will not create any lien, claim,  encumbrance,  right,  title, or
         other interest of any kind  whatsoever of any  Participant in any asset
         held  by the  Company,  contributed  to any  such  trust  or  otherwise
         designated to be used for payment of any of its obligations  created in
         this Plan. No policy or other specific asset of the Company has been or
         will be set aside,  or will in any way be  transferred  to any trust or
         will  be  pledged  in any  way for  the  performance  of the  Company's
         obligations under this Plan which would remove the policy or asset from
         being subject to the general creditors of the Company.







<PAGE>




                                   ARTICLE VII

                                  MISCELLANEOUS



7.1      Limitation of Rights. Nothing in this Plan will be construed



(a) to give a  Participant  any right  with  respect  to any  benefit  except in
accordance with the terms of this Plan;

(b) to limit in any way the right of the Company to terminate a Participant's
employment with the Company at any time;

(c) to evidence any agreement or understanding,  expressed or implied,  that the
Company  will  employ  a  Participant  in any  particular  position  or for  any
particular remuneration; or

(d) to give a Participant or any other person claiming  through him any interest
or right under this Plan other than that of any  unsecured  general  creditor of
the Company.

7.2      Distributions  to Incompetents or Minors.  Should a Participant  become
         incompetent  or should a Participant  designate a Beneficiary  who is a
         minor or incompetent, the Company is authorized to pay the funds due to
         the parent of the minor or to the guardian of the minor or  incompetent
         or directly to the minor or to apply those funds for the benefit of the
         minor or incompetent in any manner the Committee determines in its sole
         discretion.



7.3      Nonalienation  of Benefits.  No right or benefit  provided in this Plan
         will be transferable by the  Participant  except,  upon his death, to a
         named  Beneficiary  as provided in this Plan. No right or benefit under
         this  Plan  will  be  subject  to   anticipation,   alienation,   sale,
         assignment,   pledge,   encumbrance  or  charge,  and  any  attempt  to
         anticipate,  alienate,  sell, assign,  pledge,  encumber, or charge the
         same  will be void.  No right or  benefit  under  this Plan will in any
         manner be liable for or subject to any debts, contracts, liabilities or
         torts of the person entitled to such benefits.



7.4      Responsibility for Distributions and Withholding of Taxes. The Company,
         will calculate the deductions from the amount of the benefit paid under
         the Plan for any taxes  required to be  withheld  by federal,  state or
         local  government  based on the  Participant's  instructions,  and will
         cause them to be withheld.



7.5      Severability.  If any term,  provision,  convenient or condition of the
         Plan is held to be invalid, void or otherwise  unenforceable,  the rest
         of the Plan will  remain in full force and effect and will in no way be
         affected, impaired or invalidated.



7.6      Notice.  Any notice or filing  required or permitted to be given to the
         Company or the  Participant  will be  sufficient if in writing and hand
         delivered or sent by U.S. mail to the  principal  office of the Company
         or to the residential  mailing address of the Participant.  Notice will
         be deemed to be given as of the date of hand delivery or if delivery is
         by mail, as of the date shown on the postmark.

7.7      Gender.  Whenever  any words  are used in this  Plan in the  masculine,
         feminine, or neuter gender they are to be construed as though they were
         also used in another gender in all cases where they would so apply.



7.8      Governing Law. The Plan will be construed, administered and governed in
         all respects by the laws of the State of Georgia to the extent they are
         not preempted by Federal law.



7.9      Effective Date. This Plan will be operative and effective on
         August 1, 1996.



IN WITNESS WHEREOF,  the Company and the Participant have executed this document
to  evidence  the Plan as adopted  by the Board of  Directors  of Law  Companies
Group, Inc. on May 10, 1996.



                                    LAW COMPANIES GROUP, INC.

                                    By:  /s/ Darryl B. Segraves

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

                                        /s/ Bruce C. Coles

                                   ---------------------------------------------
                                            BRUCE COLES





<PAGE>


                              CERTIFIED RESOLUTION





RESOLVED,  that  the  Board of  Directors  of Law  Companies  Group,  Inc.  (the
"Company") has approved the adoption of the supplemental retirement pay plan for
the  benefit  of Bruce  Coles,  who is among a select  group of  highly  paid or
management  employees,  embodied in the document  entitled "Law Companies Group,
Inc.  Supplemental  Executive  Retirement  Plan" (the  "Plan"),  effective as of
August 1, 1996; and



RESOLVED  FURTHER,  that the Board of  Directors of the Company has approved the
adoption of the grantor trust created to hold assets for paying  benefits  under
the  Plan,  embodied  in  the  document  entitled  "Law  Companies  Group,  Inc.
Supplemental Executive Retirement Trust" (the "Trust"); and


RESOLVED FURTHER,  that the proper Officers of the Company are hereby authorized
and instructed to take any and all actions and to execute any instruments deemed
necessary and desirable to carry the Plan into effect.



*   *   *   *   *   *   *   *   *   *   *   *   *   *   *   *   *   *   *



         I, Darryl B. Segraves,  Secretary, hereby certify that the foregoing is
a true and exact copy of the Resolution adopted by the Board of Directors of the
Corporation  at a meeting  held on the ____ day of ___ 19___ , and entered  upon
the regular Minute Book of said Corporation and is now in full force and effect.
I further  certify that the Board of Directors of the Corporation at the time of
adoption of this  Resolution had full powers and lawful  authority to adopt this
Resolution.







ATTEST:                                        LAW COMPANIES GROUP, INC.

/s/ Ashley M. Hodges                           By: /s/ Darryl B. Segraves

                                               Title





<PAGE>


                                   SCHEDULE A



1996                         $ 43,603
1997                         $ 46,655
1998                         $ 49,921
1999                         $ 53,416
2000                         $ 57,155
2001                         $ 61,155
2002                         $ 65,437
2003                         $ 70,017
2004                         $ 74,918
2005                         $ 80,163
2006                         $ 85,774
2007                         $ 91,778
2008                         $ 98,202
2009                         $105,077


<PAGE>



                LAW COMPANIES GROUP, INC. SUPPLEMENTAL EXECUTIVE

                                RETIREMENT TRUST


<PAGE>


                               AGREEMENT OF TRUST



This Agreement made this ___ day of _______________ by and between Law Companies
Group, Inc. (the "Company") and SunTrust Bank, Atlanta (the "Trustee").



                                WITNESSETH THAT:



WHEREAS,  the Company has adopted the nonqualified  deferred  compensation  plan
referred to as Law Companies,  Group, Inc. Supplement  Executive Retirement Plan
for Bruce Coles (the "Plan").

WHEREAS,  the Company has incurred or expects to incur liability under the terms
of such Plan with respect to the individual participating in such Plan;

WHEREAS, the Company wishes to establish a trust (the "Trust") and to contribute
to the Trust  assets  that shall be held  therein,  subject to the claims of the
Company's creditors in the event of the Company's Insolvency, as herein defined,
until paid to the Plan participant  and/or his  beneficiaries in such manner and
at such times as specified in the Plan;

WHEREAS,  it is the intention of the parties that this Trust shall constitute an
unfunded  arrangement and shall not affect the status of the Plan as an unfunded
plan maintained for the purpose of providing deferred  compensation for one of a
select group of management or highly compensated employees for purposes of Title
I of the Employee Retirement Income Security Act of 1974;

WHEREAS,  it is the intention of the Company to make  contributions to the Trust
to  provide  itself  with a source of funds to assist it in the  meeting  of its
liabilities under the Plan;

NOW,  THEREFORE,  the parties do hereby  establish  the Trust and agree that the
Trust shall be comprised, held and disposed of as follows:


<PAGE>



2
                                                       I -


                                    SECTION I

                             ESTABLISHMENT OF TRUST



1.01     The Company  hereby  deposits  with the Trustee in trust $ 43,603 which
         shall become the  principal of the Trust to be held,  administered  and
         disposed of by the Trustee as provided in this Trust Agreement.



1.02     The Trust shall become irrevocable (subject to Section IV of the Trust,
         return of excess assets) upon approval by the Board of Directors.



1.03     The Trust is  intended to be a grantor  trust,  of which the Company is
         the  grantor,  within the meaning of subpart E, part I,  subchapter  J,
         chapter 1, subtitle A of the Internal Revenue Code of 1986, as amended,
         and shall be construed accordingly.



1.04     The  principal  of the Trust,  and any earnings  thereon  shall be held
         separate  and apart from other  funds of the  Company and shall be used
         exclusively for the uses and purposes of Plan  participants and general
         creditors   as  herein  set   forth.   Plan   participants   and  their
         beneficiaries  shall  have no  preferred  claim on,  or any  beneficial
         ownership  interest  in, any assets of the  Trust.  Any rights  created
         under  the Plan  and  this  Trust  Agreement  shall  be mere  unsecured
         contractual rights of Plan participants and their beneficiaries against
         the Company. Any assets held by the Trust will be subject to the claims
         of the Company's  general  creditors under federal and state law in the
         event of Insolvency, as defined in Section 3.01 herein.



1.05     The Company,  in its sole discretion,  may at any time, or from time to
         time, make additional  deposits of cash or other property in trust with
         the  Trustee to  augment  the  principal  to be held  administered  and
         disposed of by the Trustee as provided in this Trust Agreement. Neither
         the  Trustee nor any Plan  participant  or  beneficiary  shall have any
         right to compel such additional deposits.

         Upon a Change of  Control,  as  defined in  Section  13.04 the  Company
         shall,  as  soon  as  possible,  but in no  event  longer  than 30 days
         following the Changes in Control,  make an irrevocable  contribution to
         the Trust in an amount that is sufficient to pay the participant or his
         beneficiary  the benefits to which the  participant or his  beneficiary
         would be  entitled  pursuant to the terms of the Plan as of the date on
         which the Change of Control occurred.







<PAGE>



1
                                                     II -


                                   SECTION II

              PAYMENTS TO PLAN PARTICIPANTS AND THEIR BENEFICIARIES



2.01     The  Company  shall  deliver to the  Trustee a schedule  (the  "Payment
         Schedule")  that indicates the amounts  payable in respect of each Plan
         participant (and his or her beneficiaries),  that provides a formula or
         other  instructions  acceptable  to the  Trustee  for  determining  the
         amounts so  payable,  the form in which  such  amount is to be paid (as
         provided for or available under the Plan), and the time of commencement
         for payment of such amounts.  Except as otherwise  provided herein, the
         Trustee shall make payments to the Plan  participant and  beneficiaries
         in  accordance  with such  Payment  Schedule.  The  Trustee  shall make
         provision for the reporting and  withholding  of any federal,  state or
         local taxes that may be required  to be  withheld  with  respect to the
         payment  of  benefits  pursuant  to the terms of the Plan and shall pay
         amounts  withheld to the  appropriate  taxing  authorities or determine
         that such amounts have been reported, withheld and paid by the Company.

2.02     The entitlement of a Plan  participant or his or her  beneficiaries  to
         benefits  under the Plan  shall be  determined  by the  Company or such
         party as it shall  designate  under  the  Plan,  and any claim for such
         benefits  shall be considered and reviewed under the procedures set out
         in the Plan.

2.03     The Company may make payment of benefits  directly to Plan participants
         or their  beneficiaries as they become due under the terms of the Plan.
         The Company shall notify the Trustee of its decision to make payment of
         benefits directly prior to the time amounts are payable to participants
         or their beneficiaries. In addition, if the principal of the Trust, and
         any earnings  thereon,  are not sufficient to make payments of benefits
         in  accordance  with the terms of the Plan,  the Company shall make the
         balance of each such payment as it falls due. The Trustee  shall notify
         the Company where principal and earnings are not sufficient.

<PAGE>



2
                                                     III -


                                   SECTION III

                    TRUSTEE RESPONSIBILITY REGARDING PAYMENT

                 TO TRUST BENEFICIARY WHEN COMPANY IS INSOLVENT



3.01     The Trustee  shall cease payment of benefits to Plan  participants  and
         their  beneficiaries if the Company is Insolvent.  The Company shall be
         considered  "Insolvent" for purposes of this Trust Agreement if (i) the
         Company  is  unable to pay its debts as they  become  due,  or (ii) the
         Company is subject to a pending proceeding as a debtor under the United
         States Bankruptcy Code.

3.02     At all times  during the  continuance  of this  Trust,  as  provided in
         Section 1.04  hereof,  the  principal  and income of the Trust shall be
         subject to claims of general creditors of the Company under federal and
         state law as set forth below:

(a)           The Board of  Directors  and the Chief  Executive  Officer  of the
              Company  shall  have the duty of inform  Trustee in writing of the
              Company's Insolvency. If a person claiming to be a creditor of the
              Company  alleges in writing to the  Trustee  that the  Company has
              become Insolvent,  the Trustee shall determine whether the Company
              is Insolvent and,  pending such  determination,  the Trustee shall
              discontinue  payment of  benefits  to Plan  participants  or their
              beneficiaries.

(b)           Unless  the  Trustee  has  actual   knowledge  of  the   Company's
              Insolvency,  or has  received  notice from the Company or a person
              claiming to be a creditor  alleging that the Company is Insolvent,
              the Trustee shall have the duty to inquire  whether the Company is
              Insolvent.  The Trustee  may in all events  rely on such  evidence
              concerning  the  Company's  solvency  as may be  furnished  to the
              Trustee by the Company that provides the Trustee with a reasonable
              basis  for  making  a   determination   concerning  the  Company's
              solvency.

(c)           If at any time the  Trustee  has  determined  that the  Company is
              Insolvent,   the  Trustee  shall  discontinue   payments  to  Plan
              participants or their  beneficiaries  and shall hold the assets of
              the Trust for the  benefit  of the  Company's  general  creditors.
              Nothing  in this Trust  Agreement  shall in any way  diminish  any
              rights of Plan participants of their beneficiaries to pursue their
              rights  as  general  creditors  of the  Company  with  respect  to
              benefits due under the Plan or otherwise.

(d)           The  Trustee   shall  resume  the  payment  of  benefits  to  Plan
              participants or their  beneficiaries  in accordance with Section 2
              of this Trust Agreement only after the Trustee has determined that
              the Company is not Insolvent (or is no longer Insolvent).



3.03     Provided that there are sufficient assets, if the Trustee  discontinues
         the payment of benefits from the Trust  pursuant to Section 3.02 hereof
         and  subsequently  resumes such payments,  the first payment  following
         such discontinuance  shall include the aggregate amount of all payments
         due to Plan participants or their  beneficiaries under the terms of the
         Plan for the period of such  discontinuance,  less the aggregate amount
         of any payments made to Plan participants or their beneficiaries by the
         Company in lieu of the payments  provided for hereunder during any such
         period of discontinuance.







<PAGE>



1
                                                     IV -


                                   SECTION IV

                               PAYMENTS TO COMPANY



Except as provided in Section 3 hereof,  after the Trust has become irrevocable,
the Company  shall have no right or power to direct the Trustee to return to the
Company or to divert to others  any of the Trust  assets  before all  payment of
benefits have been made to Plan participants and their beneficiaries pursuant to
the terms of the Plan. Notwithstanding the proceeding, the Trustee may return to
the  Company  any  excess  assets  that  remain in the Trust if the value of the
assets exceeds the present value of benefits payable.





<PAGE>


3
                                                       V -


                                    SECTION V

                              INVESTMENT AUTHORITY



5.01     General Trustee Powers and Investment Authority: In addition to all
         other powers and authorizations arising under this Trust or otherwise,
         the Trustee shall do and have done with respect to the Trust property
         all things which in its sole  discretion are necessary or desirable to
         promote and conserve the Trust assets for the benefit of the Company as
         if the Trustee were the sole owner of the property,  subject,  however,
         to any limitations expressly  provided  in this  Trust.  These  powers
         and  authorizations include,

(a)          To purchase, sell,or invest Trust assets as Trustee deems advisable
             in its sole  discretion,  without regard to limitations imposed by
             statue, rule of law, legal decisions, or principles of investment
             diversification, the only  standard  begin that the Trustee act in
             good faith.  Permissible  investments  of Trust assets  include,
             without limitation,  (i) Trust assets in the form delivered to
             Trustee by the Company;(ii) options, rights or warrants relating to
             such  investments; (iv) securities or property issued, owned,
             maintained or managed by Trustee,  its parent, or any of their
             affiliates,  whether in a fiduciary or trust capacity or otherwise,
             and (v) investments  which produce a low yield or no yield,  such
             investments being made in anticipation of future increase in value.

(b)          The Trustee is authorized to invest Trust assets in any open-end or
             closed-end  management type investment  company or investment trust
             registered  under the investment  Company Act of 1940, as from time
             to time  amended,  notwithstanding  the fact that Trustee or any of
             its affiliates is providing  services to such investment company or
             investment trust and is receiving reasonable  compensation for such
             services, in addition to Trustee's compensation.
(c)          To appoint,  employ,  remove and  compensate  such  attorneys,  tax
             advisors, accountants,  appraisers, or other agents, as the Trustee
             deems necessary or desirable for the administration of the Trust.
(d)          To determine  whether any money,  property or receipts  coming into
             its hands  shall be treated as a part of the  principal  or part of
             the income of the Trust,  and to apportion  between  principal  and
             income  any loss or  expenditure  in  connection  with  the  Trust,
             including Trustee's compensation and expenses.

5.02     Funding  Policy:  The Company  shall  establish and carry out a funding
         policy  consistent with the purpose of the Plan and the requirements of
         applicable law, as may be appropriate from time to time. The discretion
         of the Trustee in investing and reinvesting the principal and income of
         the Trust Fund shall be subject to such funding policy, and any changes
         thereof from time to time,  as the Company  may,  pursuant to the Plan,
         adopt from time to time and  communicate to the Trustee in writing.  As
         part of such funding policy, the Company shall from time to time direct
         the Trustee to exercise the  Trustee's  investment  discretion so as to
         provide  sufficient cash assets in an amount determined by the Company,
         under the funding  policy then in effect,  to be  necessary to meet the
         liquidity  requirements for the administration of the Plan. It shall be
         the duty of the Trustee to act strictly in accordance with such funding
         policy,  and any changes therein as so communicated to the Trustee from
         time to time in wriang.

5.03     Participant  Directions:  The  Company  may permit the  Participant  to
         choose from among a specified group of investments in which the amounts
         in his  Account  shall be  invested.  If the  Participant  is given the
         authority to direct such  investments,  the Company  shall give written
         notice to the Trustee.

5.04     Appointment of Investment Manager :

     (a)The Company may from time to time appoint (and remove)an investment fund
          manager (the  "Investment  Manger") who shall have authority to direct
          investments  to be made by the Trustee with respect to all or any part
          of the assets of the Trust Fund and who shall have and exercise,  with
          respect to all assets subject to its investment direction,  all of the
          investment  powers  and  duties  reserved  to the  Trustee  under this
          Section  V during  the  period  of such  appointment.  Any  Investment
          Manager  appointed under this Section shall  acknowledge,  in writing,
          its  acceptance of such  appointment,  and that it is a Fiduciary with
          respect  to the assets of the Trust  Fund  subject  to its  investment
          direction,  and that it is registered under the Investment Advisor Act
          of 1940. If the Investment Manager is removed,  the Company shall give
          prompt  written  notice  of  such  removal  to the  Trustee,  and if a
          successor  Investment  Manager is, not  appointed,  the Trustee  shall
          thereupon assume all of the investment powers.

     (b)  Upon  receipt of written  notice that the  Company or the  Participant
          shall direct  investments  or the Company has  appointed an Investment
          Manager,  the Trustee  shall  perform such  custodial  and  disbursing
          functions and ministerial acts relating to investments directed by the
          Company,  the Participant or the Investment Manager as may be required
          to carry out the administration of the Trust Fund but shall be subject
          to all proper directions of the Company, Participant or the Investment
          Manager,  except that the Trustee  may,  but shall not be required to,
          invest and reinvest income and principal cash in U.S.  Treasury bills,
          commercial  paper, or other short term investments  pending receipt of
          directions  as to the  investment  or  disposition  of such cash.  The
          charges  and  expenses  of any  Investment  Manager  shall be  charged
          against  the Trust  Fund to the  extent  that they are not paid by the
          Company.  The Trustee  shall have no duty to review or  recommend  the
          sale,  retention  or  other  disposition  of any  asset  purchased  or
          retained at the  direction  of the  Investment  Manger,  nor shall the
          Trustee have any personal  liability or responsibility for any loss to
          or  depreciation  of  the  Trust  Fund  occasioned  by  reason  of the
          purchase,  sale or  retention  of any  asset  in  accordance  with the
          direction of the Investment  Manager,  or by reason of not having sold
          such assets so purchased  or retained in the absence of any  direction
          from the Participant or the Investment  Manager to make such sale. All
          directions  given to the Trustee by the  Participant or the Investment
          Manger, including brokers' confirmations, shall be given in writing or
          by such other  means as may be  mutually  agreed  upon.  All terms and
          conditions  of any  agreement  between the  Company and an  Investment
          Manager  appointed in accordance  with the  provisions of this Section
          shall become a part of the terms and conditions of this Agreement, but
          shall not be binding on the  Trustee or change the powers or duties of
          the Trustee without its consent.


<PAGE>



                                     VI - 1


                                   SECTION VI

                              DISPOSITION OF-INCOME



During the term of this Trust,  all of the income received by the Trust,  net of
expenses and taxes, shall be accumulated and reinvested.





<PAGE>



1
                                                    VII -


                                   SECTION VII

                              ACCOUNTING BY TRUSTEE



The  Trustee  shall keep  accurate  and  detailed  records  of all  investments,
receipts,  disbursements,  and  all  other  transactions  required  to be  made,
including such specific  records as shall be agreed upon in writing  between the
Company and the Trustee.  Within 90 days  following  the close of each  calendar
year and within 90 days after the removal or  resignation  of the  Trustee,  the
Trustee shall deliver to the Company a written account of its  administration of
the  Trust  during  such year or during  the  period  from the close of the last
preceding year to the date of such removal or  resignation,  setting for all the
investments,  receipts,  disbursements  and other  transactions  effected by it,
including a description  of all securities  and  investments  purchased and sold
with the cost or net proceeds of such purchases or sales (accrued  interest paid
or receivable  being shown  separately),  and showing all cash,  securities  and
other  property  held in the  Trust at the end of such year or as of the date of
such removal or resignation, as the case may be.





<PAGE>


2
                                                   VIII -


                                  SECTION VIII

                            RESPONSIBILITY OF TRUSTEE



8.01     The Trustee  shall act with the care,  skill,  prudence  and  diligence
         under the circumstances then prevailing that a prudent person acting in
         like  capacity and familiar  with such matters would use in the conduct
         of an  enterprise  of a like  character  and with like aims,  provided,
         however,  that the Trustee  shall incur no  liability to any person for
         any action taken pursuant to a direction,  request or approval given by
         the Company  which is  contemplated  by, and in  conformity  with,  the
         terms,  of the  Plan or this  Trust  and is  given  in  writing  by the
         Company. In the event of a dispute between the Company and a party, the
         Trustee may apply to a court of competent  jurisdiction  to resolve the
         dispute.

8.02     If  the  Trustee  undertakes  or  defends  any  litigation  arising  in
         connection  with this Trust the Company agrees to indemnify the Trustee
         against the  Trustee's  costs,  expenses  and  liabilities  (including,
         without limitation,  attorney's fees and expenses) relating thereto and
         to be primarily  liable for such payments.  If the Company does not pay
         such costs,  expenses and liabilities in reasonably timely manner,  the
         Trustee may obtain payment from the Trust.

8.03     The Trustee may consult  with legal  counsel (who may also be counselor
         for  the  Company  generally)  with  respect  to any of its  duties  or
         obligations hereunder.

8.04     The  Trustees  may  hire  agents,  accountants,  actuaries,  investment
         advisors,  financial  consultants o other professionals to assist it in
         performing any of its duties or obligations hereunder.

8.05     The Trustee shall have, without  exclusion,  all powers conferred on it
         by  applicable  law,  unless  expressly   provided   otherwise  herein,
         provided,  however,  that if an insurance policy is held as an asset of
         the Trust, the Trustee shall have no power to name a beneficiary of the
         policy  other than the Trust,  to assign the policy (as  distinct  from
         conversion of the policy to a different form) other than to a successor
         Trustee, or to loan to any person the proceeds of any borrowing against
         such policy.

8.06     Notwithstanding  any powers  granted to the  Trustee  pursuant  to this
         Trust  Agreement or to  applicable  law, the Trustee shall not have any
         power  that  could  give this  Trust the  objective  of  carrying  on a
         business  and  dividing  the gains  therefrom,  within  the  meaning of
         section  301.7701-2  of the Procedure  and  Administrative  Regulations
         promulgated pursuant to the Internal Revenue Code.







<PAGE>



1
                                                   IX -


                                   SECTION IX

                      COMPENSATION AND EXPENSES OF TRUSTEE



The Company shall pay all reasonably incurred  administrative fees and Trustee's
fees and expenses.  If not so paid, such  reasonably  incurred fees and expenses
shall be paid from the Trust.









<PAGE>



1
                                                      X -
                                    SECTION X

                       RESIGNATION AND REMOVAL OF TRUSTEE



10.01    The Trustee may resign at any time by written  notice to the  Company,
         which shall be effective 60 days after  receipt of such notice  unless
         the Company and the Trustee agree otherwise.

10.02    The Trustee may be removed by the Company on 30 days notice or upon
         shorter notice accepted by the Trustee.

10.03    Upon a Change of  Control,  as defined  herein,  the Trustee may not be
         removed by the Company until the  Participant  retires.  If the Trustee
         resigns  before  that  time,  the  Company  shall  apply  to a court of
         competent  jurisdiction  of  the  appointment  of a  successor  or  the
         instruction.

10.04    Upon  resignation  or  removal  of the  Trustee  and  appointment  of a
         successor Trustee,  all assets shall subsequently be transferred to the
         successor Trustee. The Transfer shall be completed within 90 days after
         receipt of notice or resignation,  removal under  paragraphs (a) or (b)
         of this section.  If no such appointment has been made, the Trustee may
         apply  to a  court  of  competent  jurisdiction  for  appointment  of a
         successor  or  for  instructions.   All  expenses  of  the  Trustee  in
         connection  with the  proceeding  shall be  allowed  as  administrative
         expenses of the Trust.

10.05    If the Trustee  resigns or is removed,  a successor shall be appointed,
         in  accordance  with  Section  11  hereof,  by the  effective  date  of
         resignation or removal under Section 10.01 or 10.02 of this section. If
         no such  appointment has been made, the Trustee may apply to a court of
         competent   jurisdiction   for   appointment  of  a  successor  or  for
         instruction.  All  expenses  of the  Trustee  in  connection  with  the
         proceeding shall be allowed as an administrative expense of the Trust.

10.01

<PAGE>



1
                                                      XI -
                                   SECTION XI

                                SUCCESSOR TRUSTEE



11.01    If the Trustee resigns (or is removed) in accordance with Section 10.01
         or 10.02  hereof,  the Company may appoint any third  party,  such as a
         bank trust  department  or other  party  that may be granted  corporate
         trustee  powers  under state law, as a successor to replace the Trustee
         upon  resignation or removal.  The appointment  shall be effective when
         accepted  in  writing  by the new  Trustee,  who shall  have all of the
         rights and powers of the former Trustee  including  ownership rights in
         the Trust  assets.  The former  Trustee  shall  execute any  instrument
         necessary  or  reasonably  requested  by the  Company or the  successor
         Trustee to evidence the transfer.

11.02    If the  Trustee  resigns or is removed  pursuant  to the  provision  of
         Section 10.05 hereof and selects a successor  Trustee,  the Trustee may
         appoint a third  party such as a bank trust  department  to other party
         that may be granted  corporate  trustee  powers  under  state law.  The
         appointment of a successor  Trustee shall be effective when accepted in
         writing by the new Trustee.  The new Trustee  shall have all the rights
         and powers of the former  Trustee,  including  ownership  rights in the
         successor Trustee to evidence the transfer.

11.01

<PAGE>




                                   SECTION XII

                            AMENDMENT OR TERMINATION



12.01    This Trust Agreement may be amended by a written instrument executed by
         the Trustee and the Company.  Notwithstanding  the  foregoing,  no such
         amendment  shall  conflict with the terms of the Plan or shall make the
         Trust  revocable  after it has become  irrevocable  in accordance  with
         Section 1.02 thereof.

12.02    The Trust shall not terminate until the date on which Plan participants
         and their  beneficiaries are no longer entitled to benefits pursuant to
         the  term  of the  Plan.  Upon  termination  of the  trust  any  assets
         remaining in the Trust shall be returned to the Company.

12.03    Upon written approval of the Participant or  beneficiaries  entitled to
         payment of benefits  pursuant to the terms of the Plan, the Company may
         terminate  this Trust prior to the time all benefit  payments under the
         Plan have been made.  All assets in the Trust at  termination  shall be
         returned  to the  Company.  Provided,  however,  following  a Change of
         Control,  as defined herein,  Article II of the Plan may not be amended
         by the Company until the Participant attains age 65.



<PAGE>


1
                                                   XIII -
                                  SECTION XIII

                                  MISCELLANEOUS



13.01    Any  provision  of this  Trust  Agreement  prohibited  by law  shall be
         ineffective to the extent of any such prohibition, without invalidating
         the remaining provisions hereof.

13.02    Benefits  payable to Plan  Participant and his  beneficiary  under this
         Trust Agreement may not be anticipated,  assigned  (either at law of in
         equity),  alienated,  pledged,  encumbered, or subjected to attachment,
         garnishment, levy, execution or other legal or equitable process.

13.03    This Trust Agreement shall be governed by and construed in accordance
         with the laws of the State of Georgia.

13.04    For purposes of this Trust,  Change of Control  shall mean the purchase
         or other acquisition by any person, entity or group of persons,  within
         the meaning of section 13(d) or 14(d) of the Securities Exchange Act of
         1934 ("Act"),  or any comparable  successor  provisions,  of beneficial
         ownership  of 30  percent  or more of  either  the  outstanding  voting
         securities  entitled  to  vote  generally,   or  the  approval  by  the
         stockholders   of  the  Company  if  a   reorganization,   merger,   or
         consolidation, in to which persons who were stockholders of the Company
         immediately  prior to such  reorganization,  merger or consolidation do
         not,  immediately  thereafter  own more  than 50  percent  reorganized,
         merged or  consolidated  Company's  then  outstanding  securities  or a
         dissolution of the Company or of the sale of all or  substantially  all
         of the Company's assets.



<PAGE>
                                   SECTION XIV

                                 EFFECTIVE DATE



The effective date of this Trust Agreement shall be _______________1996.



* * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * *



         IN WITNESS WHEREOF, the parties hereto have caused this Trust Agreement
to be signed  and  corporate  seal  affixed  and  attested  by their  respective
officers, this _____ day of _______________, 19___.





                                                LAW COMPANIES GROUP, INC.







WITNESS:_____________________________           By:___________________________
                                                   COMPANY





                                                 SUNTRUST BANK, ATLANTA





WITNESS:_____________________________           By:___________________________