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                      CONNING CORPORATION
                       700 MARKET STREET
                      ST. LOUIS, MO  63101



                                         December 22, 1998



Mr. Maurice W. Slayton
178 Riverknolls
Avon, CT  06001

Dear Moe:

     The purpose of this letter is to clarify our mutual understanding
of certain matters relating to your retirement from Conning Corporation
and its affiliates (collectively, "Conning").  You have informed me that
the date of your retirement will be February 12, 1999 (the "Retirement
Date").  

          On the Retirement Date, you will resign from the office of
President of Conning Corporation as well as from all other positions as
a director, officer, member of the investment committee for any private
equity funds, trustee or fiduciary for employee benefit plans or any
similar position with Conning & Company or other Conning subsidiaries;
provided that, you will continue to serve as a director of Conning &
-------------
Company as requested by Conning until Conning is able to find a
qualified replacement for such position.  You will not resign on the
Retirement Date from your position as a director of Conning Corporation
and will continue your service as a Director until the 1999 annual
meeting of shareholders of Conning Corporation or until your earlier
resignation or removal in accordance with the Articles of Incorporation
and Bylaws of Conning Corporation.  You will also remain employed on a
part-time basis for so long as you are serving as a Director of Conning
Corporation to work on special projects which may be mutually agreed to
from time to time by you and the chief executive officer of Conning
Corporation.  Your compensation for such part-time work will be at a
mutually agreed rate.  You or Conning may terminate your part-time
employment at any time.  

     In connection with your planned retirement, for the purpose of
clarification, I have summarized below how your retirement will affect
your rights under certain benefit plans or insurance programs maintained
by Conning.  This summary is not intended to change the terms of the
plans and complete copies of these plans can be made available to you.  

     (a)  The termination of your full-time employment as contemplated
by this letter will be considered normal retirement under all employee
benefit plans of Conning in which you participate, except as otherwise
provided by the terms of the plan. 



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Mr. Maurice W. Slayton
December 22, 1998
Page 2


     (b)  As provided in your stock option award agreements, your
stock options under the 1997 Flexible Stock Plan will continue in effect
for so long as you remain a director of Conning Corporation.  Such
options will be exercisable for a period of three months after your
status as a director ends to the extent that such options were
exercisable at that date.  Your stock options under the 1995 Flexible
Stock Plan will continue in effect for so long as you remain an employee
of Conning.  Such options will be exercisable for a period of three
months after the date your employment terminates to the extent that such
options were exercisable at that date.  

     (c)  Upon your retirement, you and your spouse will become
eligible for post-retirement health care benefits under the General
American plan at a cost of 100% of the COBRA rates for the retiree plan
in effect from time to time under the group health plan.  The
availability of these benefits is subject to the terms of the plan as in
effect from time to time and the plan can be changed or terminated in
the future by General American although we understand that it is not
General American's current intention to change the plan.  You would also
qualify for life insurance conversion rights which are available under
the plan at the Retirement Date.

          In addition to clarifying the matters described above, I
wanted to set forth our mutual agreement with respect to the specific
items described below.

          (i)   Your current salary will continue through the
Retirement Date.  Your cash bonus for 1998 will be equal to the bonus
for 1998 paid to Leonard M. Rubenstein, less $25,000. 

          (ii)  Your service as a member of the board of directors of
all of the for-profit outside entities listed on Schedule A attached
                                                 ----------
hereto has been considered to be at the request of Conning Corporation
and will be considered to be at the request of Conning Corporation for
so long as you remain a director of Conning Corporation.  For so long as
you are a Director of Conning Corporation, Conning will continue to
include all entities listed on Schedule A in the list of covered For-
                               ----------
Profit Outside Entities submitted to the insurer who provides Conning's
directors and officers liability insurance coverage for purposes of any
for-profit outside directorship liability coverage provided under the
policy. 

          (iii) Your private equity carried interest allocation for
1998 in the carried interests held by Conning in the Connecticut Fund
and Fund V will be as set forth in the column on the left below.  For
purposes of clarification, your total allocations in Fund III, the
Connecticut Fund and Fund V (after giving effect to the 1998 allocation)
will be as set forth in the column on the right below.   


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Mr. Maurice W. Slayton
December 22, 1998
Page 3

<TABLE>
<CAPTION>
                                           1998 Allocation   Total Allocations
                                           ---------------   -----------------
<S>                                             <C>                <C>
Conning Investment Partners                      N/A               7.274%
Limited Partnership III
(Holds carried interests in Fund III)

Conning Connecticut Investors                   0.95%               4.95%
L.L.C.
(Holds carried interests in Connecticut Fund)

Conning Investment Partners V,                  0.95%                3.5%
L.L.C.
(Holds carried interests in Fund V)
</TABLE>

             Conning will accelerate the vesting of your private
equity carried interest allocations in Conning Investment Partners
Limited Partnership III and Conning Connecticut Investors, L.L.C. so
that all such allocations will become fully vested at the date that your
service as a director of Conning Corporation ends or, if earlier, the
date that you die or become disabled (the "Withdrawal Date").  All of
your allocations in Conning Investment Partners V, L.L.C. will vest
automatically on the Withdrawal Date under the Limited Liability Company
Agreement for that company.

        (iv) Conning will make Donna Morgan available to provide
secretarial assistance for three months after the Retirement Date and in
connection with any duties you perform as a part-time employee.

   I believe that this letter describes the points that we covered in
our discussion.  If you have any questions or objections to any of these
matters, please let me know.  If you agree with the foregoing, please
sign two copies of this letter in the space provided below and return
one signed copy to me. 

                            Sincerely,



                            Leonard M. Rubenstein

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Mr. Maurice W. Slayton
December 22, 1998
Page 4


ACCEPTED AND AGREED:


/s/ Maurice W. Slayton
-----------------------------
Maurice W. Slayton


Date: 12/22/98
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