EXHIBIT 10.2


                           E. W. BLANCH HOLDINGS, INC.
                          DIRECTORS' STOCK OPTION PLAN

1.  Purpose of the Plan. The purpose of this E. W. Blanch Holdings, Inc.
    Directors' Stock Option Plan is to attract and retain the best available
    individuals for service as Directors of the Company and provide additional
    incentive to the Outside Directors of the Company to serve as Directors.
None of the Options granted hereunder shall be "incentive stock options" within
    the meaning of Section 422 of the Code (as hereinafter defined).
2.   Definitions. As used herein, the following definitions shall apply:
(a) "Board" shall mean the Board of Directors of the Company.
(b) "Code" shall mean the Internal Revenue Code of 1986, as amended.
(c) "Common Stock" shall mean the Common Stock of the Company.
(d) "Company" shall mean E. W. Blanch Holdings, Inc., a Delaware corporation.
(e) "Continuous Status as a Director" shall mean the absence of any interruption
        or termination of service as a Director.
(f) "Director" shall mean a member of the Board.
(g) "Employee" shall mean any person, including officers and Directors, employed
        by the Company or any parent or Subsidiary of the Company. The payment
        of a Director's fee by the Company shall not be sufficient in and of
        itself to constitute "employment" by the Company.
(h) "Exchange Act" shall mean the Securities Exchange Act of 1934, as amended.
(i) "Fair Market Value" of a Share shall mean the closing price of the Common
        Stock on the date of determination.
(j) "Option" shall mean a stock option granted pursuant to the Plan.
(k) "Optioned Stock" shall mean the Common Stock subject to an Option.
(l) "Optionee" shall mean an Outside Director who receives an Option.
(m) "Outside Director" shall mean a Director who is not an Employee.
(n) "Parent" shall mean a "parent corporation," whether now or hereafter
        existing, as defined in Section 425(e) of the Code.
(o) "Plan" shall mean this Directors' Stock Option Plan.
(p) "Shares" shall mean shares of the Common Stock, as adjusted in accordance
        with Section 10 of the Plan.
(q) "Subsidiary" shall mean a "subsidiary corporation," whether now or hereafter
        existing, as defined in Section 425(f) of the Code.
3.  Stock Subject to the Plan. Subject to the provisions of Section 10 of the
    Plan, the maximum aggregate number of Shares which may be optioned and sold
    under the Plan is 300,000 Shares of Common Stock. The Shares shall be issued
    from the Company's treasury stock. If an Option should expire or become
    unexercisable for any reason without having been exercised in full, the
    unpurchased Shares which were subject thereto shall, unless the Plan shall
    have been terminated, become available for future grant under the Plan. If
    Shares which were acquired upon exercise of an Option are subsequently
    repurchased by the Company, such Shares shall not in any event be returned
    to the Plan and shall not become available for future grant under the Plan.
4.  Administration of and Grants of Options under the Plan.
(a) Administrator. Except as otherwise required herein, the Plan shall be
        administered by the Board.
(b) Procedurefor Grants. The provisions set forth in this Section 4(b) shall not
        be amended more than once every six months, other than to comport with
        changes in the Code, the Employee Retirement Income Security Act of
        1974, as amended, or the rules thereunder. All grants of Options
        hereunder shall be automatic and nondiscretionary and shall be made
        strictly in accordance with the following provisions:
(i) No person shall have any discretion to select which Outside Directors shall
        be granted Options or to determine the number of Shares to be covered by
        Options granted to Outside Directors.
(ii) Each Outside Director shall be automatically granted an Option (an "Initial
        Grant") to purchase 5,000 Shares upon the date on which such person
        first becomes a Director, whether through election by the shareholders
        of the Company or appointment by the Board of Directors to

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        fill a vacancy. All Outside Directors as of the date this Plan is
        approved by the Board shall be automatically granted an Initial Grant
        Option to purchase 5,000 Shares upon the date when this Plan is approved
        by the Board. Options granted under this Section 4(b)(ii) shall become
        vested and thereby exercisable with respect to 33 1/3% of the Optioned
        Stock on the date of such Initial Grant, with respect to 33 1/3% of the
        Optioned Stock on the twelve month anniversary date of such Initial
        Grant and with respect to 33 1/3% of the Optioned Stock on the date of
        the second twelve month anniversary date; provided, however, an unvested
        portion of an Initial Grant shall only vest so long as the Outside
        Director remains a Director on the date such portion vests.
(iii) Each Outside Director shall automatically receive, on the date of each
        Annual Meeting of Shareholders of the Company, an Option to purchase
        2,000 Shares, such Option to become exercisable six months subsequent to
        the date of grant; provided, however, that such Option shall only be
        granted to Outside Directors who have served since the date of the last
        Annual Meeting of Shareholders and who will continue to serve as Outside
        Directors after the date of grant of such Option.
(iv) The terms of an Option granted hereunder shall be as follows:
(A)The term of the Option shall be ten (10) years.
(B) The Option shall be exercisable only while the Outside Director remains a
        Director of the Company, except as set forth in Section 8 hereinof.
(C) The exercise price per Share shall be 100% of the Fair Market Value per
        Share on the date of grant of the Option.
(D) A Director shall be entitled to receive Options to purchase a total of no
        more than 100,000 Shares pursuant to the terms of this Plan.
(c) Powers of the Board. Subject to the provisions and restrictions of the Plan,
        the Board shall have the authority, in its discretion: (i) to determine,
        upon review of relevant information, the Fair Market Value of the Common
        Stock; (ii) to determine the exercise price per share of Options to be
        granted, which exercise price shall be determined in accordance with
        Section 4(b)(iv)(C) of the Plan; (iii) to interpret the Plan; (iv) to
        prescribe, amend and rescind rules and regulations relating to the Plan;
        (v) to authorize any person to execute on behalf of the Company any
        instrument required to effectuate the grant of an Option previously
        granted hereunder and (vi) to make all other determinations deemed
        necessary or advisable for the administration of the Plan.
(d) Effect of Board's Decision. All decisions, determinations and
        interpretations of the Board shall be final and binding on all Optionees
        and any other holders of any Options granted under the Plan.
5.  Eligibility. Options may be granted only to Outside Directors. All Options
    shall be automatically granted in accordance with the terms set forth in
    Section 4(b) hereof.
The Plan shall not confer upon any Optionee any right with respect to
    continuation of service as a Director or nomination to serve as a Director,
    nor shall it interfere in any way with any rights which the Director or the
    Company may have to terminate his directorship at any time.
6.  Term of Plan. The Plan shall become effective upon its adoption by the
    Board. and shall continue in effect for a term of ten (10) years unless
    sooner terminated under Section 12 of the Plan.
            7. Consideration. Subject to compliance with provisions of
        applicable law the consideration to be paid for the Shares to be issued
        upon exercise of an Option, including the method of payment, shall be
        determined by the Board and may consist entirely of (i) cash, (ii)
        check, (iii) other Shares which have a Fair Market Value on the date of
        exercise equal to the aggregate exercise price of the Shares as to which
        said Option shall be exercised, (iv) authorization for the Company to
        retain from the total number of Shares as to which the Option is
        exercised that number of Shares having a Fair Market Value on the date
        of exercise equal to the exercise price for the total number of Shares
        as to which the Option is exercised, (v) delivery of a properly executed
        exercise notice together with irrevocable instructions to a broker to
        promptly deliver to the Company the amount of sale or loan proceeds
        required to pay the exercise price, (vi) delivery of an irrevocable
        subscription agreement for the Shares which irrevocably obligates the
        Option holder to take and pay for the Shares not more than twelve months
        after the date of delivery of the subscription agreement, (vii) any
        combination

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        of the foregoing methods of payment or (vii) such other consideration
        and method of payment for the issuance of Shares as may be permitted
        under applicable laws. In making its determination as to the type of
        consideration to accept, the Board shall consider whether acceptance of
        such consideration may be reasonably expected to benefit the Company.
8.  Exercise of Option.
(a) Procedure for Exercise: Rights as a Shareholder. Any Option granted
        hereunder shall be exercisable at such times as are set forth in Section
        4(b) hereof.
An Option may not be exercised for a fraction of a Share.
An Option shall be deemed to be exercised when written notice of such exercise
        has been given to the Company in accordance with the terms of the Option
        by the person entitled to exercise the Option and full payment for the
        Shares with respect to which the Option is exercised has been received
        by the Company. Full payment may consist of any consideration and method
        of payment allowable under Section 7 of the Plan. Until the issuance (as
        evidenced by the appropriate entry on the books of the Company or of a
        duly authorized transfer agent of the Company) of the stock certificate
        evidencing such Shares, no right to vote or receive dividends or any
        other rights as a shareholder shall exist with respect to the Optioned
        Stock, notwithstanding the exercise of the Option. A share certificate
        for the number of Shares so acquired shall be issued to the Optionee as
        soon as practicable after exercise of the Option. No adjustment will be
        made for a dividend or other right for which the record date is prior to
        the date the stock certificate is issued, except as provided in Section
        10 of the Plan.
Exercise of an Option in any manner shall result in a decrease in the number of
        Shares which thereafter may be available, both for purposes of the Plan
        and for sale under the Option, by the number of Shares as to which the
        Option is exercised.
(b) Termination of Status as a Director. If an Outside Director ceases to serve
        as a Director, he may, but only within three (3) years after the date he
        ceases to be a Director of the Company, or by the date of termination of
        the Option, whichever is earlier, exercise his Option to the extent that
        he was entitled to exercise it at the date he ceases to be a Director.
        To the extent that he was not entitled to exercise an Option at the date
        of such termination, or if he does not exercise such Option (which he
        was entitled to exercise) within the time specified herein, the Option
        shall terminate.
(c) Disability of Optionee. Notwithstanding the provisions of Section 8(b)
        above, in the event an Optionee is unable to continue his service as a
        Director with the Company as a result of total and permanent disability
        (as defined in Section 22(e)(3) of the Code) he may, but only within
        three (3) years from the date he ceases to be a Director, or by the date
        of termination of the Option, whichever is earlier, exercise his Option
        to the extent he was entitled to exercise it at the date he ceases to be
        a Director. To the extent that he was not entitled to exercise the
        Option at the date of termination, or if he does not exercise such
        Option (which he was entitled to exercise) within the time specified
        herein, the Option shall terminate.
(d) Death of Optionee. Notwithstanding the provisions of Section 8(b) above, in
        the event of the death of an Optionee:
(i) during the term of the Option who is at the time of his death a Director of
        the Company and who has been in Continuous Status as a Director since
        the date of grant of the Option, the Option may be exercised, at any
        time within twelve (12) months following the date of death, by the
        Optionee's estate or by a person who acquired the right to exercise the
        Option by bequest or inheritance, but only to the extent of the right to
        exercise that would have accrued had the Optionee continued living and
        remained in Continuous Status as a Director for twelve (12) months after
        the date of death; or
(ii) within thirty (30) days after the termination of Continuous Status as a
        Director, the Option may be exercised, at any time within twelve (12)
        months following the date of death, by the Optionee's estate or by a
        person who acquired the right to exercise the Option by bequest or
        inheritance, but only to the extent of the right to exercise that had
        accrued at the date of termination of Continuous Status as a Director.

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9.  Non-Transferability of Options. An Option may not be sold, pledged,
    assigned, hypothecated, transferred or disposed of in any manner other than
    by will or by the laws of descent or distribution and may be exercised,
    during the lifetime of the Optionee, only by the Optionee.
10. Adjustments Upon Changes in Capitalization, Dissolution or Merger.
(a) In the event that the number of outstanding shares of Common Stock of the
        Company is changed by a stock dividend, stock split, reverse stock
        split, combination, reclassification or similar change in the capital
        structure of the Company without consideration, the number of Shares
        available under this Plan and the number of Shares, subject to
        outstanding Options and the exercise price per share of such Options,
        shall be proportionately adjusted, subject to any required action by the
        Board or shareholders of the Company and compliance with applicable
        securities laws; provided, however, that no certificate or scrip
        representing fractional shares shall be issued upon exercise of any
        Option and any resulting fractions of a Share shall be ignored. Such
        adjustment shall be made by the Board, whose determination in that
        respect shall be final, binding and conclusive.
(b) In the event of a dissolution or liquidation of the Company, a merger in
        which Company is not the surviving corporation, a transaction or series
        of related transactions in which 20% or more of the then outstanding
        voting stock is sold or otherwise transferred, or the sale of
        substantially all of the assets of the Company, any or all outstanding
        Options shall, notwithstanding any contrary terms of the written
        agreement governing such Option, accelerate and become exercisable in
        full at least ten days prior to (and shall expire on) the consummation
        of such dissolution, liquidation, merger or sale of stock or sale of
        assets on such conditions as the Board shall determine unless the
        successor corporation assumes the outstanding Options or substitutes
        substantially equivalent options.
11. Time of Granting Options. The date of grant of an Option shall, for all
    purposes, be the date determined in accordance with Section 4(b) hereof.
    Notice of the determination shall be given to each Outside Director to whom
    an Option is so granted within a reasonable time after the date of such
    grant.
12. Amendment and Termination of the Plan.
(a) Amendment and Termination. The Board may at any time amend, alter, suspend,
        or discontinue the Plan, but no amendment, alteration, suspension, or
        discontinuance shall be made which would impair the rights of any
        Optionee under any grant theretofore made, without his or her consent.
        In addition, to the extent necessary and desirable to comply with any
        applicable law or regulation or the requirements of any stock exchange
        upon which the Shares may then be listed, the Company shall obtain
        shareholder approval of any Plan amendment in such a manner and to such
        a degree as required.
(b) Effect of Amendment or Termination. Any such amendment or termination of the
        Plan shall not affect Options already granted and such Options shall
        remain in full force and effect as if this Plan had not been amended or
        terminated, unless mutually agreed otherwise between the Optionee and
        the Board, which agreement must be in writing and signed by the Optionee
        and the Company.
13. Conditions Upon Issuance of Shares. Shares shall not be issued pursuant to
    the exercise of an Option unless the exercise of such Option and the
    issuance and delivery of such Shares pursuant thereto shall comply with all
    relevant provisions of law, including, without limitation, the Securities
    Act of 1933, as amended, the Exchange Act, the rules and regulations
    promulgated thereunder, state securities laws and the requirements of any
    stock exchange upon which the Shares may then be listed, and shall be
    further subject to the approval of counsel for the Company with respect to
    such compliance.
    As a condition to the exercise of an Option, the Company may require the
    person exercising such Option to represent and warrant at the time of any
    such exercise that the Shares are being purchased only for investment and
    without any present intention to sell or distribute such Shares, if, in the
    opinion of counsel for the Company, such a representation is required by any
    of the aforementioned relevant provisions of law.
    Inability of the Company to obtain authority from any regulatory body having
    jurisdiction which authority is deemed by the Company's counsel to be
    necessary to the lawful issuance and sale of any Shares hereunder, shall
    relieve the Company of any liability in respect of the failure to issue or
    sell such Shares as to which such requisite authority shall not have been
    obtained.

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14. Reservation of Shares. The Company, during the term of this Plan, will at
    all times reserve and keep available from its treasury stock such number of
    Shares for issuance pursuant to this Plan as shall be sufficient to satisfy
    the requirements of the Plan.
15. Option Agreement. Options shall be evidenced by written option agreements in
    such form as the Board shall approve.
16. Information to Optionees. The Company shall provide to each Optionee, during
    the period for which such Optionee has one or more Options outstanding,
    copies of all annual reports to shareholders, proxy statements and other
    information provided to all shareholders of the Company.