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                                 EXHIBIT 10(h)




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                                FOURTH AMENDMENT
                                     TO THE
                                MERCHANTS MUTUAL
                            CAPITAL ACCUMULATION PLAN

                 (AS AMENDED AND RESTATED AS OF JANUARY 1, 1993)



     WHEREAS, Merchants Mutual Insurance Company ("Merchants Mutual") has
reserved the right to amend the Merchants Mutual Capital Accumulation Plan as
amended and restated as of January 1, 1993 (the "Plan") at any time or from time
to time; and

     WHEREAS, this amendment to the Plan has been authorized by the Board of
Directors of Merchants Mutual;

     NOW, THEREFORE, Merchants Mutual hereby amends the Plan as follows:

     1. Section 1.38 is amended by deleting "the Bankers Trust Company" and
substituting therefor "SEI Trust Company", effective as of August 1, 1996.

     2. Section 5.2 is amended to read as follows, effective as of January 1,
1996:

        "5.2 INVESTMENT FUNDS. The following Investment Funds shall be
maintained within the Trust Fund, subject to the further provisions of this
Section:

             (a) FIXED INCOME FUND. This fund shall be invested exclusively in
interests in the Capital Preservation Trust, a fund established by Bankers Trust
Company within the BT Pyramid Trust (previously called the General Employee
Benefit Trust) under a declaration of trust dated May 28, 1956 and amended April
1, 1967, January 21, 1983, and June 28, 1990.

             (b) TWENTIETH CENTURY BALANCED INVESTORS FUND. This fund shall be
invested exclusively in shares of Twentieth Century Balanced Investors Fund, a
mutual fund maintained by Twentieth Century Investors, Inc., which is invested
principally in common stocks and fixed income securities with the objective of
capital growth and current income.

             (c) TWENTIETH CENTURY SELECT INVESTORS FUND. This fund shall be
invested exclusively in shares of Twentieth Century Select Investors Fund, a
mutual fund maintained by Twentieth Century Investors, Inc., which is invested
principally in equity securities with the objective of long-term capital growth.

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             (d) TWENTIETH CENTURY ULTRA INVESTORS FUND. This fund shall be
invested exclusively in shares of Twentieth Century Ultra Investors Fund, a
mutual fund maintained by Twentieth Century Investors, Inc., which is invested
principally in equity securities with the objective of aggressive long-term
capital growth.

             (e) TWENTIETH CENTURY INTERNATIONAL EQUITY FUND. This fund shall be
invested exclusively in shares of Twentieth Century International Equity Fund, a
mutual fund maintained by Twentieth Century World Investors, Inc., which is
invested principally in foreign equity securities with the objective of long
term capital growth.

             (f) TWENTIETH CENTURY VALUE FUND. This fund shall be invested
exclusively in shares of the Twentieth Century Value Fund, a mutual fund
maintained by Twentieth Century Capital Portfolios, Inc., which is invested
principally in equity securities with the primary objective of long-term capital
growth and a secondary objective of income.

             The Company may from time to time cause one or more additional
Investment Funds to be established and maintained within the Trust Fund in
accordance with the provisions of the Trust Agreement.

             The Company may at any time cause one or more of the Investment
Funds maintained under the Plan to be discontinued.

             The name of any Investment Fund may be changed by the Company at
any time by written notice to the Trustee."

             3. Section 5.2 is further amended by revising subsection (a)
thereof to read as follows, effective as of August 1, 1996:

             "(a) BENHAM PRESERVATION FUND. This fund shall be invested
exclusively in the following investments:

             (1) interests in the Benham Preservation Fund, a collective trust
fund established by SEI Trust Company under a Declaration of Trust dated June
10, 1996 which is invested principally in guaranteed investment contracts, bank
investment contracts, similar fixed-income investments, and units of other
collective trust funds which are invested principally in such investments.

             (2) interests in any other collective trust fund or pooled
investment fund designated by the Company from time to time by written notice to
the Trustee, specifically including, but not limited to, the Benham Stable Asset
Fund, a




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collective trust fund also established by SEI Trust Company under a Declaration
of Trust dated June 10, 1996, provided that any such collective trust fund or
pooled investment fund is invested principally in guaranteed investment
contracts, bank investment contracts, and similar fixed-income investments.

The Benham Preservation Fund shall also be known as the 'Fixed-Income Fund'."

             4. Section 5.4 is amended by revising the second paragraph of
subsection (a) thereof to read as follows, effective as of August 1, 1996:

             "The interests of Participants' Accounts in the Fixed Income Fund
shall be valued in accordance with the standard procedure used by Twentieth
Century Services, Inc. to value interests in the Benham Preservation Fund or any
other collective trust fund or pooled investment fund in which the Fixed Income
Fund may be invested in accordance with subsection (a) of Section 5.2."

             5. Section 5.4 is further amended by revising the first sentence of
subsection (b) thereof to read as follows, effective as of January 1, 1996:

             "...The provisions of this subsection (b) shall govern the
valuation of interests of Participants' Accounts in the Twentieth Century Ultra
Investors Fund, the Twentieth Century Select Investors Fund, the Twentieth
Century Balanced Investors Fund, the Twentieth Century International Equity
Fund, and the Twentieth Century Value Fund. ..."

             6. Section 5.5 is amended by revising the second paragraph thereof
to read as follows, effective as of August 1, 1996:

             "A withdrawal under Section 7.4 from a Participant's Rollover
Account, Employee Contribution Account, Matching Account, or 401(k) Account, a
loan under Article VIII from a Participant's 401(k) Account or a distribution of
excess contributions under Section 4.5(f) from a Participant's 401(k) Account or
Matching Account shall be effected by the withdrawal of funds from each
Investment Fund in which the applicable subaccount is invested in the proportion
that the balance of the subaccount in the Investment Fund bears to the total
balance of the subaccount in all Investment Funds."

             7. Section 7.1 is amended by adding the following sentence at the
end of paragraph (2) of subsection (b) thereof, effective as of January 1, 1996:

             "...If the Participant elects to receive a distribution over a
period equal to his life expectancy or the joint life and survivor expectancy of
the Participant and his




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beneficiary, the Participant's life expectancy, or if the beneficiary is the
Participant's Spouse, the joint life and survivor expectancy of the Participant
and his Spouse, shall not be recalculated under the permissive recalculation
rule of section 401(a)(9)(D) of the Code."

           8.  Section 7.4 is amended by revising (iii) of the second paragraph
of paragraph  (2) of subsection (d) to read as follows, effective as of
January 1, 1996:

           "(iii) payment of tuition, related educational fees, and room and
board expenses for the next twelve months of post-secondary education for the
Participant, the Spouse of the Participant, or his children or dependents."

           IN WITNESS WHEREOF, Merchants Mutual has caused this document to be
executed this   day of July, 1996.

                                             MERCHANTS MUTUAL INSURANCE COMPANY
[SEAL]
                                             By s/ Robert M. Zak
                                             -----------------------------------

ATTEST

s/ Christine M. Kanowski
--------------------------------

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