1
                                                                            99.4



                          INDEPENDENT AUDITOR'S REPORT




The Stockholders and Board of Directors
The Safety Fund Corporation:

We have audited the accompanying consolidated balance sheets of The Safety Fund
Corporation and subsidiaries as of December 31, 1995 and the related
consolidated statements of operations, stockholders' equity and cash
flows for each of the years in the two-year period ended December 31, 1995. 
These consolidated financial statements are the responsibility of the 
Company's management. Our responsibility is to express an opinion on these
financial statements based on our audits.

We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of
material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements. An audit
also includes assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall financial
statement presentation. We believe that our audits provide a reasonable basis
for our opinion.

In our opinion, the consolidated financial statements referred to above present
fairly, in all material respects, the financial position of The Safety Fund
Corporation and subsidiaries at December 31, 1995 and the results of
their operations and their cash flows for each of the years in the two-year
period ended December 31, 1995 in conformity with generally accepted accounting
principles. 



                                        /s/ 
                                        ------------------------------------
                                        KPMG Peat Marwick LLP




January 22, 1996