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                      CONNING CORPORATION
                              
                     RESTRICTED STOCK AWARD

Name of Award Recipient: 

        On December 18, 1998, the Company awarded you restricted stock. 
You were granted ________ shares of the Company's Common Stock, par
value $.01 per share (the "Restricted Shares").  The Company hereby
acknowledges receipt of $________ [$.01 per share] in cash from you as
payment of the par value of the Restricted Shares as required by the
Conning Corporation 1997 Flexible Stock Plan.

        Your Restricted Shares will vest as follows:


                CUMULATIVE
                NUMBER OF
                  SHARES                         DATE
                  ------                         ----

                    25%                    December 18, 2000
                    50%                    December 18, 2001
                    75%                    December 18, 2002
                   100%                    December 18, 2003
                  

        The Restricted Shares are subject to forfeiture and restrictions
on sale as described in the attached Terms and Conditions. 

        IMPORTANT: By signing below, you agree to be bound by, and
acknowledge receipt of, the attached Terms and Conditions of this
restricted stock award.

Read and agreed                  CONNING CORPORATION
to this _______ day of                
______________, 19____.

________________________         By:___________________________
                                 Name:  Leonard M. Rubenstein
                                 Title: Chairman and Chief
                                        Executive Officer

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                          TERMS AND CONDITIONS
                          --------------------
                  RESTRICTED STOCK AWARD GRANTED UNDER
                  ------------------------------------
                          CONNING CORPORATION
                          -------------------
                        1997 FLEXIBLE STOCK PLAN
                        ------------------------

 
     1.   Definitions
          -----------
 
(a)     Participant           The recipient of the Stock Award.

(b)     Plan                  The Conning Corporation 1997 Flexible Stock 
                              Plan, as amended from time to time.

(c)     Restricted Shares     The shares of Conning Corporation granted by 
                              the Stock Award

(d)     Stock Award           The Restricted Stock Award to which these 
                              Terms and Conditions are attached.

All capitalized terms not otherwise defined herein shall have the
meanings given to such terms by the Plan.

     2.   Evidence of Restricted Stock Award
          ---------------------------------- 

          The Stock Award evidences a grant to the Participant of 
          Restricted Shares of Common Stock, par value $.01 per share,
          of the Company as set forth on the Stock Award.

     3.   Conditions and Restrictions Affecting Restricted Stock
          ------------------------------------------------------ 

          (a)  Transferability.  Subject to Sections 4(d) (Death)
               ---------------                                    
and 4(f) (Designation of Beneficiaries) of this Agreement, Participant
may not sell, transfer, pledge, donate, hypothecate or otherwise dispose
of any of the Restricted Shares prior to December 18, 2003; provided
that, each year the Participant may sell a sufficient number of
Restricted Shares to pay any income tax liability associated with the
annual incremental vesting of the Restricted Shares.  The period from
December 18, 1998 to December 18, 2003 is hereinafter referred to as the
"Restricted Period."

          (b)  Stock Certificates.  The Restricted Shares shall be
               ------------------                                  
evidenced by one or more stock certificates registered in Participant's
name, which shall bear a restrictive legend referring to the Plan, the
risk of forfeiture of the Restricted Shares, and stating that the
Restricted Shares are nontransferable until all restrictions have been
satisfied and the legend has been removed.  The legend shall be in
substantially the following form:

          "The sale, transfer or encumbrance of the shares represented by
     this certificate is restricted, and some or all of the shares
     represented hereby are subject to forfeiture under


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     the terms of the Restricted Stock Award by and between the
     corporation and the holder hereof."  

          If the Shares evidenced by such certificate(s) have not been
registered under the Securities Act of 1933, the certificate(s) shall
contain a legend in substantially the following form:

     "The shares represented by this certificate have not been
     registered under the Securities Act of 1933 or any applicable
     state law.  They may not be offered for sale, sold, transferred or
     pledged without (1) registration under the Securities Act of 1933
     and any applicable state law, or (2) at holder's expense, an
     opinion (satisfactory to the Company) that registration is not
     required."

In addition, certificate(s) representing the Restrictive Shares shall
bear such other restrictive legends, stop-transfer orders, dividend
payment orders and other notations as the Committee, in its discretion,
may determine.  The certificate(s) evidencing the Restricted Shares
shall be held in the custody of the Company until the expiration of the
Restricted Period or earlier forfeiture.  Except for shares which have
been sold for payment of taxes in accordance with Section 3(a), at the
end of the Restricted Period, all Restricted Shares which have not been
forfeited hereunder shall be delivered to Participant; provided that,
the Company may withhold sufficient Restricted Shares and/or cash in
order to satisfy any federal, state or local tax withholding
obligations.

          (c)  Voting and Dividend Rights.  During the Restricted
               --------------------------
Period, Participant shall be entitled to receive all cash and stock
dividends when paid on the Restricted Shares and shall be entitled to
vote the Restricted Shares.  Any stock dividends paid during the
Restricted Period shall be considered "Restricted Shares", subject to
all restrictions hereunder, and shall be held by the Company on the same
terms as the Restricted Shares on which they were paid.

     4.   Effect of Termination, Disability, Retirement or Death.
          ------------------------------------------------------- 

          (a)  Termination of Employment.  If, on or after the date
               -------------------------                            
that the Restricted Shares shall have first become vested, the
Participant's employment shall be terminated for any reason other than
as described in Section 4(c) (Retirement), the Participant shall forfeit
all unvested Restricted Shares.  For purposes of this Section,
termination of a Participant's employment shall mean the later of the
termination of the Participant's employment with an Employer or the
Participant's ceasing to serve as a director of the Company.

          (b)  Disability.  If, on or after the date that the
               ----------                                     
Restricted Shares shall have first become vested, the Participant's
employment shall be terminated for disability (as such term is defined
in Section 422(c)(6) of the Code), the Participant shall forfeit all
unvested Restricted Shares.  For purposes of this Section, termination
of a Participant's employment shall mean the later of the termination of
the Participant's employment with an Employer or the Participant's
ceasing to serve as a director of the Company.

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          (c)  Retirement.  If the Participant's employment shall
               ----------                                         
be terminated by the Participant on or after (x) the Participant attains
age 65, or (y) the Participant attains age 55 and has at least ten years
of service with an Employer, then all Stock Awards of Restricted Shares
granted hereunder shall become immediately vested.   For purposes of
this Section, termination of a Participant's employment shall mean the
later of the termination of the Participant's employment with an
Employer or the Participant's ceasing to serve as a director of the
Company.

          (d)  Death.  If a Participant shall die while serving as
               -----                                               
an employee of an Employer or a director of the Company on or after the
date that the Restricted Shares shall have first become vested, the
vested Restricted Shares shall be distributed to the beneficiary
designated pursuant to Section 4(f) hereof, or, if no such designation
is in effect, the personal representative of the estate of the decedent
or the person or persons to whom the Restricted Shares shall have been
validly transferred by such personal representative pursuant to will or
the laws of descent and distribution.  No transfer of the Restricted
Shares shall be effective to bind the Company unless the Company shall
have been furnished with written notice of such transfer and a copy of
the will and/or such other evidence as the Committee may deem necessary
to establish the validity of the transfer.  No transfer shall be
effective without the acceptance by the transferee of the terms and
conditions of such Restricted Shares.

          (e)  Shares Not Vested.  Except as provided in Section
               -----------------                                 
4(c), if the Participant's employment shall terminate before the
Restricted Shares shall have first become vested, or before any
installment or installments become vested, then the Participant's full
interest in the unvested Restricted Shares or such installment or
installments, as the case may be, shall terminate and all rights
thereunder shall cease.  For purposes of this Section, termination of a
Participant's employment shall mean the later of the termination of the
Participant's employment with an Employer or the Participant's ceasing
to serve as a director of the Company.

          (f)  Non-Transferability of Rights; Designation of
               ----------------------------------------------
Beneficiaries.  The Restricted Shares shall not be transferable by the
-------------                                                          
Participant except by will or the laws of descent and distribution or as
provided in this Section 4(f).

          The Participant, however, may file with the Company a
written designation of a beneficiary or beneficiaries to whom the vested
Restricted Shares shall be distributed, in the event of the
Participant's death, subject to all of the provisions of the Stock Award
and these Terms and Conditions.  A Participant may from time to time
revoke or change any such designation of beneficiary and any designation
of beneficiary under the Plan shall be controlling over any other
disposition, testamentary or otherwise; provided, however, that if the
Committee shall be in doubt as to the right of any such beneficiary to
receive vested Restricted Shares, the Committee may determine to
recognize only the personal representatives of the estate of the
Participant as the lawful recipient of such shares, in which

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case the Company, the Committee and the members thereof shall not be
under any further liability to anyone.

     5.   Withholding
          ----------- 

          The Company or any Subsidiary shall have the right to deduct
any sums that federal, state or local tax law requires to be withheld
with respect to the Stock Award, or as otherwise may be required by law. 
The Company or any such Subsidiary may require as a condition to issuing
Restricted Shares that the Participant or other person pay any sum that
federal, state or local tax law requires to be withheld with respect to
such shares.  There is no obligation that the Participant be advised of
the existence of the tax or the amount which the Company or a Subsidiary
will be so required to withhold.

     6.   Changes in Capital Structure
          ---------------------------- 

          If there is any change in the Common Stock of the Company by
reason of any stock dividend, spin-off, split-up, spin-out,
recapitalization, merger, consolidation, reorganization, combination or
exchange of shares, the number, kind and class of shares available for
grants of Restricted Stock and the number, kind and class of Shares
subject to outstanding grants of Restricted Stock, and the price
thereof, as applicable, shall be appropriately adjusted by the
Committee.  The issuance of Shares for consideration and the issuance of
Share rights shall not be considered a change in the Company's capital
structure.  No adjustment provided for in this section shall require the
issuance of any fractional shares.

     7.   Effect of Forfeiture
          -------------------- 

          In the event of a forfeiture of Restricted Shares, all
rights of Participant under this Agreement shall immediately terminate,
and all such shares shall be available for future grant under the Plan.

     8.   Plan Controls
          ------------- 

          The Stock Award and these Terms and Conditions are subject
to all terms and provisions of the Plan, which terms and provisions are
incorporated herein by reference.  In the event of any conflict, the
Plan shall control over the Stock Award and these Terms and Conditions.  


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