Script for Telephone Solicitation of Proxies
                   by Employees and Board Members of HIVT


Hello, my name is _________________________, and I am calling you on behalf of 
Health Insurance of Vermont.

IF THE SHAREHOLDER HAS NOT RECEIVED THE PROXY MATERIAL FROM HIVT

Inquire as to whether the shareholder has received their proxy statement from 
HIVT, which should include a white proxy card.  If the shareholder has not 
received a proxy with a white proxy card from HIVT, confirm the shareholder's 
name and mailing address and state that HIVT will be sending a proxy 
statement and a proxy card as soon as possible.  Encourage the shareholder to 
review the proxy statement and return the proxy card promptly.

IF THE SHAREHOLDER HAS RECEIVED THE PROXY MATERIAL FROM HIVT

"The proxy statement with the white proxy card has been sent to you by the 
Board of Directors of Health Insurance of Vermont.  The Board has sent you 
these materials because it is soliciting your proxy in connection with a 
Special Meeting of Shareholders currently scheduled for September 11, 1995.  
Your vote is important.  The Board encourages you to complete the white proxy 
card and return it to Health Insurance of Vermont in the envelope provided as 
soon as you can so that your vote will be counted at the meeting."

"A complete description of the proposals up for consideration at the Special 
Meeting is contained in the proxy statement sent to you with your proxy card. 
Instructions on how to complete the proxy card are also contained in the 
proxy statement and on the proxy card itself.  Please note that if you would 
simply like to support all of the Board's positions, you may do so by simply 
SIGNING AND DATING the card and returning it in the enclosed envelope.  In 
the alternative, you can vote separately on each of the proposals by checking 
the appropriate boxes on the proxy card.  As noted in the proxy statement and 
on the proxy card, the Board is recommending a vote against the first three 
proposals listed on the proxy card and a vote withheld as to the fourth 
proposal.  Please remember that the proxy card should be SIGNED AND DATED by 
all joint owners of shares.

"Do you have any questions about how to complete and return the proxy card."

PROXY MATERIALS FROM THE LEONG GROUP

"You may have received or may in the near future receive proxy materials from 
a group of shareholders that has requested the special meeting and that is 
supporting the proposals to be considered at that meeting.  This group of 
shareholders is described in HIVT's proxy statement as the Leong Group.  The 
Leong Group's proxy materials are accompanied by a blue proxy card."

"As explained in HIVT's proxy statement, the Board of Directors of HIVT does 
not believe that the proposals supported by the Leong Group are in the best 
interests of the shareholders.  The Board believes that it is taking the 
steps appropriate for maximizing shareholder value by carefully studying all 
strategic alternatives and that the proposals supported by the Leong Group, 
if adopted, would disrupt this strategic planning process.  Consequently, the 
Board encourages you to return the white proxy card solicited by the Board 
and not the blue proxy card solicited by the Leong Group.  If you have 
already returned the blue proxy card, you may revoke that proxy by signing, 
dating, and returning the white proxy card."

IF THE SHAREHOLDER HAS ADDITIONAL QUESTIONS ABOUT THE PROPOSALS

For more information on the proposals and the Board's positions on the 
proposals, I would refer you to the proxy statement provided by HIVT.  If you 
have questions about the proposals or the Board's position or would like 
further information on the Board's position, please feel free to contact 
[John Mahoney] or [Bernard Zais] at the Company.  The telephone number is 
__________________.  In the alternative, if you give me your telephone number 
and a convenient time when you can be reached, I will arrange to have an 
appropriate person from HIVT contact you to discuss these issues further.

BEFORE HANGING UP

  "I thank you for your time and consideration.  If you find that you have 
additional questions about how to complete and return the proxy card, please
feel free to call ___________________ and ask for _____________________."