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                                                                   EXHIBIT 10.66




                               CHANGE OF CONTROL
                              EMPLOYMENT AGREEMENT


                AGREEMENT by and between John Alden Financial Corporation, a 
Delaware corporation (the "Company") and Scott L. Stanton (the "Executive"),
dated as of the 5th day of November, 1997.

                The Board of Directors of the Company (the "Board"), has 
determined that it is in the best interests of the Company and its shareholders
to assure that the Company will have the continued dedication of the Executive,
notwithstanding the possibility, threat or occurrence of a Change of Control
(as defined below) of the Company.  The Board believes it is imperative to
diminish the inevitable distraction of the Executive by virtue of the personal
uncertainties and risks created by a pending or threatened Change of Control
and to encourage the Executive's full attention and dedication to the Company
currently and in the event of any threatened or pending Change of Control, and
to provide the Executive with compensation and benefits arrangements upon a
Change of Control which ensure that the compensation and benefits expectations
of the Executive will be satisfied and which are competitive with those of
other corporations.  Therefore, in order to accomplish these objectives, the
Board has caused the Company to enter into this Agreement. 

                NOW, THEREFORE, IT IS HEREBY AGREED AS FOLLOWS:

                1.    Certain Definitions.  (a)  The "Effective Date" shall 
mean the first date during the Change of Control Period (as defined in Section
1(b)) on which a Change of Control (as defined in Section 2) occurs.  Anything
in this Agreement to the contrary notwithstanding, if a Change of Control
occurs and if the Executive's employment with the Company is terminated prior
to the date on which the Change of Control occurs, and if it is reasonably
demonstrated by the Executive that such termination of employment (i) was at
the request of a third party who has taken steps reasonably calculated to
effect a Change of Control or (ii) otherwise arose in connection with or
anticipation of a Change of Control, then for all purposes of this Agreement
the "Effective Date" shall mean the date immediately prior to the date of such
termination of employment.
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                (b)   The "Change of Control Period" shall mean the period 
commencing on the date hereof and ending on the third anniversary of the date
hereof; provided, however, that commencing on the date one year after the date
hereof, and on each annual anniversary of such date (such date and each annual
anniversary thereof shall be hereinafter referred to as the "Renewal Date"),
unless previously terminated, the Change of Control Period shall be
automatically extended so as to terminate 3 years from such Renewal Date,
unless at least 60 days prior to the Renewal Date the Company shall give notice
to the Executive that the Change of Control Period shall not be so extended.

                2.    Change of Control.  For the purpose of this Agreement, a 
"Change of Control" shall mean:

                (a)  The acquisition by any individual, entity or group 
            (within the meaning of Section 13(d)(3) or 14(d)(2) of the
            Securities Exchange Act of 1934, as amended (the "Exchange Act"))
            (a "Person") of beneficial ownership (within the meaning of Rule
            13d-3 promulgated under the Exchange Act) of 20% or more of either
            (i) the then outstanding shares of common stock of the Company (the
            "Outstanding Company Common Stock") or (ii) the combined voting
            power of the then outstanding voting securities of the Company
            entitled to vote generally in the election of directors (the
            "Outstanding Company Voting Securities"); provided, however, that
            for purposes of this subsection (a), the following acquisitions
            shall not constitute a Change of Control:  (i) any acquisition
            directly from the Company, (ii) any acquisition by the Company,
            (iii) any acquisition by any employee benefit plan (or related
            trust) sponsored or maintained by the Company or any corporation
            controlled by the Company or (iv) any acquisition pursuant to a
            transaction which complies with clauses (i), (ii) and (iii) of
            subsection (c) of this Section 2; or

                (b)  Individuals who, as of the date hereof, constitute the 
            Board (the "Incumbent Board") cease for any reason to constitute 
            at least a majority of the Board; provided, however, that any 
            individual becoming a director subsequent to the date hereof whose 
            election, or nomination for election by the Company's shareholders, 
            was approved by a vote of at least a majority of the directors 
            then comprising the Incumbent Board shall be considered as though 
            such individual were a member of the Incumbent Board, but 
            excluding, for this purpose, any such individual whose initial
            assumption of office occurs as a result of an actual or threatened
            election contest with respect to the election or removal of
            directors or other actual or threatened solicitation of proxies or
            consents by or on behalf of a Person other than the Board; or

                (c)  Consummation by the Company of a reorganization, merger 
            or consolidation or sale or other disposition of all or 
            substantially all of the assets of the Company or the acquisition
            of assets of another entity (a "Business Combination"), in each
            case, unless,





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            following such Business Combination, (i) all or substantially all
            of the individuals and entities who were the beneficial owners,
            respectively, of the Outstanding Company Common Stock and
            Outstanding Company Voting Securities immediately prior to such
            Business Combination beneficially own, directly or indirectly, more
            than 60% of, respectively, the then outstanding shares of common
            stock and the combined voting power of the then outstanding voting
            securities entitled to vote generally in the election of directors,
            as the case may be, of the corporation resulting from such Business
            Combination (including, without limitation, a corporation which as
            a result of such transaction owns the Company or all or
            substantially all of the Company's assets either directly or
            through one or more subsidiaries) in substantially the same
            proportions as their ownership, immediately prior to such Business
            Combination of the Outstanding Company Common Stock and Outstanding
            Company Voting Securities, as the case may be, (ii) no Person
            (excluding any employee benefit plan (or related trust) of the
            Company or such corporation resulting from such Business
            Combination) beneficially owns, directly or indirectly, 20% or more
            of, respectively, the then outstanding shares of common stock of
            the corporation resulting from such Business Combination or the
            combined voting power of the then outstanding voting securities of
            such corporation except to the extent that such ownership existed
            prior to the Business Combination and (iii) at least a majority of
            the members of the board of directors of the corporation resulting
            from such Business Combination were members of the Incumbent Board
            at the time of the execution of the initial agreement, or of the
            action of the Board, providing for such Business Combination; or

                (d)  Approval by the shareholders of the Company of a complete 
            liquidation or dissolution of the Company.

                3.   Employment Period.  The Company hereby agrees to continue 
the Executive in its employ, and the Executive hereby agrees to remain in the
employ of the Company subject to the terms and conditions of this Agreement,
for the period  commencing on the Effective Date and ending on the third
anniversary of such date (the "Employment Period").

                4.   Terms of Employment.  (a)  Position and Duties.  (i)  
During the Employment Period, (A) the Executive's position (including status,
offices, titles and reporting requirements), authority, duties and
responsibilities shall be at least commensurate in all material respects with
the most significant of those held, exercised and assigned to the Executive at
any time during the 120-day period immediately preceding the Effective Date and
(B) the Executive's services shall be performed at the location where the
Executive was employed immediately preceding the Effective Date or any office
or location less than 35 miles from such location.





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                     (ii)    During the Employment Period, and excluding  any 
periods of vacation and sick leave to which the Executive is entitled, the
Executive agrees to devote reasonable attention and time during normal business
hours to the business and affairs of the Company and, to the extent necessary
to discharge the responsibilities assigned to the Executive hereunder, to use
the Executive's reasonable best efforts to perform faithfully and efficiently
such responsibilities.  During the Employment Period it shall not be a
violation of this Agreement for the Executive to (A) serve on corporate, civic
or charitable boards or committees, (B) deliver lectures, fulfill speaking
engagements or teach at educational institutions and (C) manage personal
investments, so long as such activities do not significantly interfere with the
performance of the Executive's responsibilities as an employee of the Company
in accordance with this Agreement.  It is expressly understood and agreed that
to the extent that any such activities have been conducted by the Executive
prior to the Effective Date, the continued conduct of such activities (or the
conduct of activities similar in nature and scope thereto) subsequent to the
Effective Date shall not thereafter be deemed to interfere with the performance
of the Executive's responsibilities to the Company.

                (b)  Compensation.  (i)  Base Salary.  During the Employment 
Period, the Executive shall receive an annual base salary ("Annual Base
Salary"), which shall be paid at a monthly rate, at least equal to 12 times the
highest monthly base salary paid or payable, including any base salary which
has been earned but deferred, to the Executive by the Company and its
affiliated companies in respect of the twelve-month period immediately
preceding the month in which the Effective Date occurs.  During the Employment
Period, the Annual Base Salary shall be reviewed within 12 months after the
last salary increase awarded to the Executive prior to the Effective Date and
thereafter at least annually.  Any increase in Annual Base Salary shall not
serve to limit or reduce any other obligation to the Executive under this
Agreement.  Annual Base Salary shall not be reduced after any such increase and
the term Annual Base Salary as utilized in this Agreement shall refer to Annual
Base Salary as so increased.  As used in this Agreement, the term "affiliated
companies" shall include any company controlled by, controlling or under common
control with the Company.





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                     (ii)    Annual Bonus.  In addition to Annual Base Salary, 
the Executive shall be awarded, for each fiscal year ending during the
Employment Period, an annual bonus (the "Annual Bonus") in cash at least equal
to the Executive's target annual bonus under the Company's Short-Term Incentive
Compensation Plan for 1997 ("1997 Target Bonus") or, if higher, the Executive's
greatest target annual bonus in any subsequent year prior to the Effective
Date.  Each such Annual Bonus shall be paid no later than the end of the third
month of the fiscal year next following the fiscal year for which the Annual
Bonus is awarded, unless the Executive shall elect to defer the receipt of such
Annual Bonus.

                     (iii)   Incentive, Savings and Retirement Plans.  During 
the Employment Period, the Executive shall be entitled to participate in all
incentive, savings and retirement plans, practices, policies and programs
applicable generally to other peer executives of the Company and its affiliated
companies, but in no event shall such plans, practices, policies and programs
provide the Executive with incentive opportunities (measured with respect to
both regular and special incentive opportunities, to the extent, if any, that
such distinction is applicable), savings opportunities and retirement benefit
opportunities, in each case, less favorable, in the aggregate, than the most
favorable of those provided by the Company and its affiliated companies for the
Executive under such plans, practices, policies and programs as in effect at
any time during the 120-day period immediately preceding the Effective Date or
if more favorable to the Executive, those provided generally at any time after
the Effective Date to other peer executives of the Company and its affiliated
companies.

                     (iv)    Welfare Benefit Plans.  During the Employment 
Period, the Executive and/or the Executive's family, as the case may be, shall
be eligible for participation in and shall receive all benefits under welfare
benefit plans, practices, policies and programs provided by the Company and its
affiliated companies (including, without limitation, medical, prescription,
dental, disability, salary continuance, employee life, group life, accidental
death and travel accident insurance plans and programs) to the extent
applicable generally to other peer executives of the Company and its affiliated
companies, but in no event shall such plans, practices, policies and programs
provide the Executive with benefits which are less favorable, in the aggregate,
than the most favorable of such plans, practices, policies and programs in
effect for





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the Executive at any time during the 120-day period immediately preceding the
Effective Date or, if more favorable to the Executive, those provided generally
at any time after the Effective Date to other peer executives of the Company
and its affiliated companies.

                     (v)     Expenses.  During the Employment Period, the 
Executive shall be entitled to receive prompt reimbursement for all reasonable
expenses incurred by the Executive in accordance with the most favorable
policies, practices and procedures of the Company and its affiliated companies
in effect for the Executive at any time during the 120-day period immediately
preceding the Effective Date or, if more favorable to the Executive, as in
effect generally at any time thereafter with respect to other peer executives
of the Company and its affiliated companies.

                     (vi)    Fringe Benefits.  During the Employment Period, 
the Executive shall be entitled to fringe benefits, including, without
limitation, tax and financial planning services, payment of club dues, and, if
applicable, use of an automobile (or an automobile allowance) and payment of
related expenses, in accordance with the most favorable plans, practices,
programs and policies of the Company and its affiliated companies in effect for
the Executive at any time during the 120-day period immediately preceding the
Effective Date or, if more favorable to the Executive, as in effect generally
at any time thereafter with respect to other peer executives of the Company and
its affiliated companies.

                     (vii)   Office and Support Staff.  During the Employment 
Period, the Executive shall be entitled to an office or offices of a size and
with furnishings and other appointments, and to exclusive personal secretarial
and other assistance, at least equal to the most favorable of the foregoing
provided to the Executive by the Company and its affiliated companies at any
time during the 120-day period immediately preceding the Effective Date or, if
more favorable to the Executive, as provided generally at any time thereafter
with respect to other peer executives of the Company and its affiliated
companies.

                     (viii)  Vacation.  During the Employment Period, the 
Executive shall be entitled to paid vacation in accordance with the most
favorable plans, policies, programs and practices of the Company and its
affiliated companies as in effect for the Executive at any time





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during the 120-day period immediately preceding the Effective Date or, if more
favorable to the Executive, as in effect generally at any time thereafter with
respect to other peer executives of the Company and its affiliated companies.

                5.   Termination of Employment.  (a)  Death or Disability.  
The Executive's employment shall terminate automatically upon the Executive's
death during the Employment Period.  If the Company determines in good faith
that the Disability of the Executive has occurred during the Employment Period
(pursuant to the definition of Disability set forth below), it may give to the
Executive written notice in accordance with Section 12(b) of this Agreement of
its intention to terminate the Executive's employment.  In such event, the
Executive's employment with the Company shall terminate effective on the 30th
day after receipt of such notice by the Executive (the "Disability Effective
Date"), provided that, within the 30 days after such receipt, the Executive
shall not have returned to full-time performance of the Executive's duties. 
For purposes of this Agreement, "Disability" shall mean the absence of the
Executive from the Executive's duties with the Company on a full-time basis for
180 consecutive business days as a result of incapacity due to mental or
physical illness which is determined to be total and permanent by a physician
selected by the Company or its insurers  and acceptable to the Executive or the
Executive's legal representative.

                (b)  Cause.  The Company may terminate the Executive's 
employment during the Employment Period for Cause.  For purposes of this 
Agreement, "Cause" shall mean:

                        (i)     the willful and continued failure of the 
            Executive to perform substantially the Executive's duties with the 
            Company or one of its affiliates (other than any such failure 
            resulting from incapacity due to physical or mental illness), 
            after a written demand for substantial performance is delivered to 
            the Executive by the Board or the Chief Executive Officer of the 
            Company which specifically identifies the manner in which the 
            Board or Chief Executive Officer believes that the Executive has 
            not substantially performed the Executive's duties, or

                        (ii)    the willful engaging by the Executive in 
            illegal conduct or gross misconduct which is materially and 
            demonstrably injurious to the Company.

For purposes of this provision, no act or failure to act, on the part of the
Executive, shall be considered "willful" unless it is done, or omitted to be
done, by the Executive in bad faith or





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without reasonable belief that the Executive's action or omission was in the
best interests of the Company.  Any act, or failure to act, based upon
authority given pursuant to a resolution duly adopted by the Board or upon the
instructions of the Chief Executive Officer or a senior officer of the Company
or based upon the advice of counsel for the Company shall be conclusively
presumed to be done, or omitted to be done, by the Executive in good faith and
in the best interests of the Company.  The cessation of employment of the
Executive shall not be deemed to be for Cause unless and until there shall have
been delivered to the Executive a copy of a resolution duly adopted by the
affirmative vote of not less than three-quarters of the entire membership of
the Board at a meeting of the Board called and held for such purpose (after
reasonable notice is provided to the Executive and the Executive is given an
opportunity, together with counsel, to be heard before the Board), finding
that, in the good faith opinion of the Board, the Executive is guilty of the
conduct described in subparagraph (i) or (ii) above, and specifying the
particulars thereof in detail.

                (c)  Good Reason.  The Executive's employment may be 
terminated by the Executive for Good Reason.  For purposes of this Agreement, 
"Good Reason" shall mean:

                        (i)     the assignment to the Executive of any 
            duties inconsistent in any respect with the Executive's position 
            (including status, offices, titles and reporting requirements), 
            authority, duties or responsibilities as contemplated by Section 
            4(a) of this Agreement, or any other action by the Company which 
            results in a diminution in such position, authority, duties or 
            responsibilities, excluding for this purpose an isolated, 
            insubstantial and inadvertent action not taken in bad faith and 
            which is remedied by the Company promptly after receipt of notice 
            thereof given by the Executive;

                        (ii)    any failure by the Company comply with any of 
            the provisions of Section 4(b) of this Agreement, other than an 
            isolated, insubstantial and inadvertent failure not occurring in 
            bad faith and which is remedied by the Company promptly after 
            receipt of notice thereof given by the Executive;

                        (iii)   the Company's requiring the Executive to be 
            based at any office or location other than as provided in Section 
            4(a)(i)(B) hereof or the Company's requiring the Executive to 
            travel on Company business to a substantially greater extent than 
            required immediately prior to the Effective Date;

                        (iv)    any purported termination by the Company of 
            the Executive's employment otherwise than as expressly  permitted 
            by this Agreement; or





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                        (v)     any failure by the Company to comply with and 
            satisfy Section 11(c) of this Agreement.

For purposes of this Section 5(c), any good faith determination of "Good
Reason" made by the Executive shall be conclusive.  Anything in this Agreement
to the contrary notwithstanding, a termination by the Executive for any reason
during the 30-day period immediately following the first anniversary of the
Effective Date shall be deemed to be a termination for Good Reason for all
purposes of this Agreement.

                (d)  Notice of Termination.  Any termination by the Company 
for Cause, or by the Executive for Good Reason, shall be communicated by Notice
of Termination to the other party hereto given in accordance with Section 12(b)
of this Agreement.  Such Notice of Termination for Cause shall be given within
90 days following the Company's "actual" knowledge of any event constituting
Cause, and such Notice of Termination for Good Reason shall be given within 180
days following the Executive's "actual" knowledge of an event constituting Good
Reason.  For purposes of this Agreement, a "Notice of Termination" means a
written notice which (i) indicates the specific termination provision in this
Agreement relied upon, (ii) to the extent applicable, sets forth in reasonable
detail the facts and circumstances claimed to provide a basis for termination
of the Executive's employment under the provision so indicated and (iii) if the
Date of Termination (as defined below) is other than the date of receipt of
such notice, specifies the termination date (which date shall be not more than
thirty days after the giving of such notice).  The failure by the Executive or
the Company to set forth in the Notice of Termination any fact or circumstance
which contributes to a showing of Good Reason or Cause shall not waive any
right of the Executive or the Company, respectively, hereunder or preclude the
Executive or the Company, respectively, from asserting such fact or
circumstance in enforcing the Executive's or the Company's rights hereunder.

                (e)  Date of Termination.  "Date of Termination" means (i) if 
the Executive's employment is terminated by the Company for Cause, or by the 
Executive for Good Reason, the date of receipt of the Notice of Termination or 
any later date specified therein, as the case may be, (ii) if the Executive's 
employment is terminated by the Company other than for Cause or Disability, 
the date on which the Company notifies the Executive of such termination and 
(iii) if





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the Executive's employment is terminated by reason of death or Disability, the
date of death of the Executive or the Disability Effective Date, as the case
may be.

                6.   Obligations of the Company upon Termination.  (a) Good 
Reason; Other Than for Cause, Death or Disability.  If, during the Employment 
Period, the Company shall terminate the Executive's employment other than for 
Cause or Disability or the Executive shall terminate employment for Good 
Reason:

                        (i)     the Company shall pay to the Executive in a
         lump sum in cash within 30 days after the Date of Termination the
         aggregate of the following amounts:

                                A.   the sum of (1) the Executive's Annual
                Base Salary through the Date of Termination to the extent not
                theretofore paid, (2) the product of (x) the greater of (a)
                the 1997 Target Bonus and (b) the Executive's highest target
                annual bonus for any fiscal year that begins both subsequent
                to 1997 and within 3 years prior to the Date of Termination
                (such greater amount, the "Highest Target Bonus") and (y) a
                fraction, the numerator of which is the number of days in the
                current fiscal year through the Date of Termination, and the
                denominator of which is 365 and (3) any compensation
                previously deferred by the Executive (together with any
                accrued interest or earnings thereon) and any accrued vacation
                pay, in each case to the extent not theretofore paid (the sum
                of the amounts described in clauses (1), (2), and (3) shall be
                hereinafter referred to as the "Accrued Obligations"); and

                                B.   the amount equal to the product of (1) 3
                and (2) the sum of (x) the Executive's Annual Base Salary and
                (y) the Highest Target Bonus; and
                
                                C.   an amount equal to the difference between 
                (a) the aggregate benefit under the Company's qualified 
                defined benefit retirement plans (collectively, the 
                "Retirement Plan") and any excess or supplemental defined
                benefit retirement plans in which the Executive participates
                (collectively, the "SERP") which the Executive would have
                accrued (whether or not vested) if the Executive's employment
                had continued for 3 years after the Date of Termination (based
                on the assumption that the Executive's compensation in each of
                the 3 years following such termination would have been that
                required by Section 4(b)(i) and Section 4(b)(ii)) and (b) the
                actual vested benefit, if any, of the Executive under the
                Retirement Plan and the SERP, determined as of the Date of
                Termination (with the foregoing amounts to be computed on an
                actuarial present value basis using actuarial assumptions no
                less favorable to the Executive than the most favorable of
                those in effect for purposes of computing benefit entitlements
                under the Retirement Plan and the SERP at any time from the
                day before the Effective Date) through the Date of
                Termination;





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                        (ii)    for 3 years after the Executive's Date of 
         Termination, or such longer period as may be provided by the terms of 
         the appropriate plan, program, practice or policy, the Company shall 
         continue benefits to the Executive and/or the Executive's family at 
         least equal to those which would have been provided to them in 
         accordance with the plans, programs, practices and policies described 
         in Section 4(b)(iv) of this Agreement if the Executive's employment 
         had not been terminated or, if more favorable to the Executive, as in 
         effect generally at any time thereafter with respect to other peer 
         executives of the Company and its affiliated companies and their 
         families, provided, however, that if the Executive becomes reemployed 
         with another employer and is eligible to receive medical or other 
         welfare benefits under another employer-provided plan, the medical 
         and other welfare benefits described herein shall be secondary to 
         those provided under such other plan during such applicable period of 
         eligibility, and for purposes of determining eligibility (but not the 
         time of commencement of benefits) of the Executive for retiree 
         benefits pursuant to such plans, practices, programs and policies, 
         the Executive shall be considered to have remained employed until 3 
         years after the Date of Termination and to
         have retired on the last day of such period;

                        (iii)   the Company shall, at its sole expense as 
         incurred, provide the Executive with outplacement services the scope 
         and provider of which shall be selected by the Executive in the 
         Executive's sole discretion; provided, however, that the Company 
         shall not be obligated to provide such services for a period of more 
         than one year after the Date of Termination or at an aggregate cost 
         in excess of $20,000; and

                        (iv)    to the extent not theretofore paid or provided, 
         the Company shall timely pay or provide to the Executive any other 
         amounts or benefits required to be paid or provided or which the 
         Executive is eligible to receive under any plan, program, policy or 
         practice or contract or agreement of the Company and its affiliated 
         companies (such other amounts and benefits shall be hereinafter 
         referred to as the "Other Benefits").
 
                (b)     Death.  If the Executive's employment is terminated by 
reason of the Executive's death during the Employment Period, this Agreement
shall terminate without further obligations to the Executive's legal
representatives under this Agreement, other than for payment of Accrued
Obligations and the timely payment or provision of Other Benefits.  Accrued
Obligations shall be paid to the Executive's estate or beneficiary, as
applicable, in a lump sum in cash within 30 days after the Date of Termination.
With respect to the provision of Other Benefits, the term Other Benefits as
utilized in this Section 6(b) shall include, without limitation, and the
Executive's estate and/or beneficiaries shall be entitled to receive, benefits
at least equal to the most favorable benefits provided by the Company and
affiliated companies to the estates and beneficiaries of peer executives of the
Company and such affiliated companies under such plans, programs, practices and
policies relating to death benefits, if any, as in effect with respect





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to other peer executives and their beneficiaries at any time during the 120-day
period immediately preceding the Effective Date or, if more favorable to the
Executive's estate and/or the Executive's beneficiaries, as in effect on the
date of the Executive's death with respect to other peer executives of the
Company and its affiliated companies and their beneficiaries.

                (c)     Disability.  If the Executive's employment is
terminated by reason of the Executive's Disability during the Employment
Period, this Agreement shall terminate without further obligations to the
Executive, other than for payment of Accrued Obligations and the timely payment
or provision of Other Benefits.  Accrued Obligations shall be paid to the
Executive in a lump sum in cash within 30 days after the Date of Termination.
With respect to the provision of Other Benefits, the term Other Benefits as
utilized in this Section 6(c) shall include, and the Executive shall be
entitled after the Disability Effective Date to receive, disability and other
benefits at least equal to the most favorable of those generally provided by
the Company and its affiliated companies to disabled executives and/or their
families in accordance with such plans, programs, practices and policies
relating to disability, if any, as in effect generally with respect to other
peer executives and their families at any time during the 120-day period
immediately preceding the Effective Date or, if more favorable to the Executive
and/or the Executive's family, as in effect at any time thereafter generally
with respect to other peer executives of the Company and its affiliated
companies and their families.

                (d)     Cause; Other than for Good Reason.  If the Executive's 
employment shall be terminated for Cause during the Employment Period, this
Agreement shall terminate without further obligations to the Executive other
than the obligation to pay to the Executive (x) the Annual Base Salary through
the Date of Termination, (y) the amount of any compensation previously deferred
by the Executive, and (z) Other Benefits, in each case to the extent
theretofore unpaid.  If the Executive voluntarily terminates employment during
the Employment Period, excluding a termination for Good Reason, this Agreement
shall terminate without further obligations to the Executive, other than for
Accrued Obligations and the timely payment or provision of Other Benefits.  In
such case, all Accrued Obligations shall be paid to the Executive in a lump sum
in cash within 30 days of the Date of Termination.





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                7.      Non-exclusivity of Rights.  Nothing in this Agreement 
shall prevent or limit the Executive's continuing or future participation in
any plan, program, policy or practice provided by the Company or any of its
affiliated companies and for which the Executive may qualify, nor, subject to
Section 12(f), shall anything herein limit or otherwise affect such rights as
the Executive may have under any contract or agreement with the Company or any
of its affiliated companies.  Amounts which are vested benefits or which the
Executive is otherwise entitled to receive under any plan, policy, practice or
program of or any contract or agreement with the Company or any of its
affiliated companies at or subsequent to the Date of Termination shall be
payable in accordance with such plan, policy, practice or program or contract
or agreement except as explicitly modified by this Agreement.

                8.      Full Settlement; Legal Fees.  The Company's obligation 
to make the payments provided for in this Agreement and otherwise to perform
its obligations hereunder shall not be affected by any set-off, counterclaim,
recoupment, defense or other claim, right or action which the Company may have
against the Executive or others.  In no event shall the Executive be obligated
to seek other employment or take any other action by way of mitigation of the
amounts payable to the Executive under any of the provisions of this Agreement
and except as specifically provided in Section 6(a)(ii), such amounts shall not
be reduced whether or not the Executive obtains other employment.  The Company
agrees to pay as incurred, to the full extent permitted by law, all legal fees
and expenses which the Executive may reasonably incur as a result of any
contest (regardless of the outcome thereof) by the Company, the Executive or
others of the validity or enforceability of, or liability or entitlement under,
any provision of this Agreement or any guarantee of performance thereof
(whether such contest is between the Company and the Executive or between
either of them and any third party, and including as a result of any contest by
the Executive about the amount of any payment pursuant to this Agreement), plus
in each case interest on any delayed payment at 120% of the applicable Federal
rate (that applies to the time period of the delay) provided for in Section
7872(f)(2)(A) of the Internal Revenue Code of 1986, as amended (the "Code"),
compounded annually.





                                      -13-
<PAGE>   14
                9.      Certain Additional Payments by the Company.

                (a)     Anything in this Agreement to the contrary 
notwithstanding, in the event it shall be determined that any payment, award,
benefit or distribution by the Company (or any of its affiliated entities) or
by any entity which effectuates a Change of Control (or any of its affiliated
entities) to or for the benefit of the Executive (whether pursuant to the terms
of this Agreement or otherwise, but determined without regard to any additional
payments required under this Section 9) (a "Payment") would be subject to the
excise tax imposed by Section 4999 of the Code or any corresponding provisions
of state or local tax laws, or any interest or penalties are incurred by the
Executive with respect to such excise tax (such excise tax, together with any
such interest and penalties, are hereinafter collectively referred to as the
"Excise Tax"), then the Executive shall be entitled to receive an additional
payment (a "Gross-Up Payment") in an amount such that after payment by the
Executive of all taxes (including any interest or penalties imposed with
respect to such taxes), including, without limitation, any income taxes (and
any interest and penalties imposed with respect thereto) and Excise Tax imposed
upon the Gross-Up Payment, the Executive retains an amount of the Gross-Up
Payment equal to the Excise Tax imposed upon the Payments.  The payment of a
Gross-Up Payment under this Section 9(a) shall not be conditioned upon the
Executive's termination of employment.

                (b)     Subject to the provisions of Section 9(c), all 
determinations required to be made under this Section 9, including whether and
when a Gross-Up Payment is required and the amount of such Gross-Up Payment and
the assumptions to be utilized in arriving at such determination, shall be made
by Price Waterhouse LLP or such other certified public accounting firm as may
be designated by the Executive (the "Accounting Firm"), which shall provide
detailed supporting calculations both to the Company and the Executive within
15 business days of the receipt of notice from the Executive that there has
been a Payment, or such earlier time as is requested by the Company.  In the
event that the Accounting Firm is serving as accountant or auditor for the
individual, entity or group effecting the Change of Control, the Executive
shall appoint another nationally recognized accounting firm to make the
determinations required hereunder (which accounting firm shall then be referred
to as the Accounting Firm hereunder).  All fees and expenses of the Accounting
Firm shall be borne solely by the Company.  Any





                                      -14-
<PAGE>   15
Gross-Up Payment, as determined pursuant to this Section 9, shall be paid by
the Company to the Executive within 5 days after the receipt of the Accounting
Firm's determination.  Any determination by the Accounting Firm shall be
binding upon the Company and the Executive.  As a result of the uncertainty in
the application of Section 4999 of the Code at the time of the initial
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
("Underpayment"), consistent with the calculations required to be made
hereunder.  In the event that the Company exhausts its remedies pursuant to
Section 9(c) and the Executive thereafter is required to make a payment of any
Excise Tax, the Accounting Firm shall determine the amount of the Underpayment
that has occurred and any such Underpayment shall be promptly paid by the
Company to or for the benefit of the Executive.

                (c)     The Executive 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 the Gross-Up Payment.  Such notification
shall be given as soon as practicable but no later than ten business days after
the Executive is informed in writing of such claim and shall apprise the
Company of the nature of such claim and the date on which such claim is
requested to be paid.  The Executive shall not pay such claim prior to the
expiration of the 30-day period following the date on which the Executive gives
such notice to the Company (or such shorter period ending on the date that any
payment of taxes with respect to such claim is due).  If the Company notifies
the Executive in writing prior to the expiration of such period that it desires
to contest such claim, the Executive shall:

                        (i)     give the Company any information reasonably 
         requested by the Company relating to such claim,

                        (ii)    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 reasonably 
         selected by the Company,

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





                                      -15-
<PAGE>   16
                        (iv)     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 additional interest and penalties) incurred in connection
with such contest and shall indemnify and hold the Executive harmless, on an
after-tax basis, for any Excise Tax or income tax (including interest and
penalties with respect thereto) imposed as a result of such representation and
payment of costs and expenses.  Without limitation on the foregoing provisions
of this Section 9(c), the Company shall control all proceedings taken in
connection with such contest and, at its sole option, may pursue or forgo any
and all administrative appeals,  proceedings, hearings and conferences with the
taxing authority in respect of such claim and may, at its sole option, either
direct the Executive to pay the tax claimed and sue for a refund or contest the
claim in any permissible manner, and the Executive 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 the Executive to pay
such claim and sue for a refund, the Company shall advance the amount of such
payment to the Executive, on an interest-free basis and shall indemnify and
hold the Executive harmless, on an after-tax basis, from any Excise Tax or
income tax (including interest or penalties with respect thereto) imposed with
respect to such advance or with respect to any imputed income with respect to
such advance; and further provided that any extension of the statute of
limitations relating to payment of taxes for the taxable year of the Executive
with respect to which such contested amount is claimed to be due is limited
solely to such contested amount.  Furthermore, the Company's control of the
contest shall be limited to issues with respect to which a Gross-Up Payment
would be payable hereunder and the Executive 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.

                (d)     If, after the receipt by the Executive of an amount 
advanced by the Company pursuant to Section 9(c), the Executive becomes
entitled to receive any refund with respect to such claim, the Executive shall
(subject to the Company's complying with the requirements of Section 9(c))
promptly pay to the Company the amount of such refund (together with any
interest





                                      -16-
<PAGE>   17
paid or credited thereon after deducting an amount sufficient to pay applicable
federal, state and local taxes on such interest at the highest marginal rates
applicable thereto).  If, after the receipt by the Executive of an amount
advanced by the Company pursuant to Section 9(c), a determination is made that
the Executive shall not be entitled to any refund with respect to such claim
and the Company does not notify the Executive in writing of its intent to
contest such denial of refund prior to the expiration of 30 days after such
determination, then such advance shall be forgiven and shall not be required to
be repaid and the amount of such advance shall offset, to the extent thereof,
the amount of Gross-Up Payment required to be paid.

                10.     Confidential Information.  The Executive shall hold in 
a fiduciary capacity for the benefit of the Company all secret or confidential
information, knowledge or data relating to the Company or any of its affiliated
companies, and their respective businesses, which shall have been obtained by
the Executive during the Executive's employment by the Company or any of its
affiliated companies and which shall not be or become public knowledge (other
than by acts by the Executive or representatives of the Executive in violation
of this Agreement).  After termination of the Executive's employment with the
Company, the Executive shall not, without the prior written consent of the
Company or as may otherwise be required by law or legal process, communicate or
divulge any such information, knowledge or data to anyone other than the
Company and those designated by it.  In no event shall an asserted violation of
the provisions of this Section 10 constitute a basis for deferring or
withholding any amounts otherwise payable to the Executive under this
Agreement.

                11.     Successors.  (a)  This Agreement is personal to the 
Executive and without the prior written consent of the Company shall not be
assignable by the Executive otherwise than by will or the laws of descent and
distribution.  This Agreement shall inure to the benefit of and be enforceable
by the Executive's legal representatives.

                (b)     This Agreement shall inure to the benefit of and be 
binding upon the Company and its successors and assigns.

                (c)     The Company will require any successor (whether direct 
or indirect, by purchase, merger, consolidation or otherwise) to all or 
substantially all of the business and/or





                                      -17-
<PAGE>   18
assets of the Company to assume expressly and agree to perform this Agreement
in the same manner and to the same extent that the Company would be required to
perform it if no such succession had taken place.  As used in this Agreement,
"Company" shall mean the Company as hereinbefore defined and any successor to
its business and/or assets as aforesaid which assumes and agrees to perform
this Agreement by operation of law, or otherwise.

                12.     Miscellaneous.  (a)  This Agreement shall be governed 
by and construed in accordance with the laws of the State of Delaware,
without reference to principles of conflict of laws.  The captions of this
Agreement are not part of the provisions hereof and shall have no force or
effect.  This Agreement may not be amended or modified otherwise than by a
written agreement executed by the parties hereto or their respective successors
and legal representatives.

                (b)     All notices and other communications hereunder shall 
be in writing and shall be given by hand delivery to the other party or by
registered or certified mail, return receipt requested, postage prepaid,
addressed as follows:

                If to the Executive:

                Scott L. Stanton
                1001 North Shore Drive
                Miami Beach, Florida  33141

                If to the Company:

                John Alden Financial Corporation
                7300 Corporate Center Drive
                Miami, FL  33126-1223


                          Attention:  General Counsel



or to such other address as either party shall have furnished to the other in
writing in accordance herewith.  Notice and communications shall be effective
when actually received by the addressee.





                                      -18-
<PAGE>   19
                (c)     The invalidity or unenforceability of any provision of 
this Agreement shall not affect the validity or enforceability of any other 
provision of this Agreement.

                (d)     The Company may withhold from any amounts payable 
under this Agreement such Federal, state, local or foreign taxes as shall be
required to be withheld pursuant to any applicable law or regulation.

                (e)     The Executive's or the Company's failure to insist 
upon strict compliance with any provision hereof or any other provision of this
Agreement or the failure to assert any right the Executive or the Company may
have hereunder, including, without limitation, the right of the Executive to
terminate employment for Good Reason pursuant to Section 5(c)(i)-(v) of this
Agreement, shall not be deemed to be a waiver of such provision or right or any
other provision or right of this Agreement.

                (f)     The Executive and the Company acknowledge that, except 
as may otherwise be provided under any other written agreement between the
Executive and the Company, the employment of the Executive by the Company is
"at will" and, prior to the Effective Date, the Executive's employment may be
terminated by either the Executive or the Company at any time prior to the
Effective Date, in which case the Executive shall have no further rights under
this Agreement.  From and after the Effective Date this Agreement shall
supersede any other agreement between the parties with respect to the subject
matter hereof, including, without limitation, the right of the Executive to
participate in any severance plan of the Company or otherwise receive severance
benefits from the Company.





                                      -19-
<PAGE>   20
                IN WITNESS WHEREOF, the Executive has hereunto set
the Executive's hand and, pursuant to the authorization from its Board of
Directors, the Company has caused this Agreement to be executed in its name on
its behalf, all as of the day and year first above written.

                             JOHN ALDEN FINANCIAL CORPORATION
                            
                             By: /s/ GLENDON E. JOHNSON
                                ---------------------------------
                            
                             Title: Chairman of the Board, Chief
                                   ------------------------------
                                    Executive Officer and 
                                   ------------------------------
                                    President
                                   ------------------------------
                            
                              /s/ SCOTT L. STANTON                   
                             ------------------------------------
                                        Scott L. Stanton





                                      -20-