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                                                               EXHIBIT 17 (c)(2)
January 4, 1996

Mr. John Dore
c/o First Re Management Company, Inc.
10 North Dearborn Street
8th Floor Chicago, IL  60602-4202

Dear Mr. Dore:

This letter sets forth the mutual understanding between you and Castle Harlan,
Inc. ("CHI") regarding our agreement to make a joint proposal to acquire,
through an entity to be jointly formed by us, Financial Institutions Insurance
Group, Ltd. ("FIIG").  We understand that if FIIG were acquired, CHI's fund,
Castle Harlan Partners II, L.P. ("CHP II"), would join with you as the primary
equity provider in financing this acquisition.

Terms of Joint Arrangement.  As part of our joint efforts, you and we agree to
share all material information concerning the business and affairs of FIIG
which is, or comes to be, in the possession of either of us, except information
obtained by you as an officer or director of FIIG for which you do not have
this permission of that company to share such information.  In addition we will
jointly develop and implement a program of due diligence as well as all other
significant matters that would be attendant to pursuing and financing an
acquisition of FIIG and operating FIIG thereafter.

As we discussed, it will be necessary to retain legal and financial advisors.
We reserve the right, in consultation with you, to retain such advisors.  If
the transaction is completed then you and we will be reimbursed for these
expenses and your separate expenses by the new company.  If no proposal is made
or if the transaction is not completed then you will be responsible for your
legal fees and disbursements, and we will be responsible for our legal fees and
disbursements as well as any financial or accounting advisors that are
retained.

Exclusivity.  You, as an individual, and we agree that neither you, as an
individual, nor we will commit to, solicit, encourage, or propose to any other
institution or party the purchase of FIIG or any of its parts or assets without
the consent  of the other signatory to this letter. Furthermore, other than
performing your obligations under your current employment agreement, you will
not solicit, negotiate or enter into any agreement with i) FIIG or any
affiliate of FIIG or ii) any such other institution or party to be employed by
FIIG, or any such other institution or party, in the event of the purchase of
FIIG by such other institution or party.  You understand that the arrangement
covered in this letter is exclusive to CHI.  The acquisition by another party
of FIIG or the cessation of efforts to sell FIIG shall not terminate the
exclusivity arrangement.  This exclusivity provision can only be terminated or
modified with the mutual consent of both parties hereto.

Terms of the Proposal.  The proposal to be submitted will be in a mutually
agreeable form and will cover 100% of the stock of FIIG other than $1 million
of stock owned by you, valued at the acquisition price.  Any such proposal
would not be subject to financing but would be subject to completion of a
review confirming the accuracy and completeness of FIIG public reports.  It is
recognized that you have a grant of permission by the Executive Committee of

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the Board of Directors of FIIG upon which you are relying in entering into
this agreement.  It is agreed that our joint proposal will be handled in
accordance with the requirements of that grant of permission.  Further, it is
recognized that such grant of permission, if withdrawn at any time, may require
termination of your actively collaborating with CHI on the acquisition and such
termination of active collaboration will not constitute a breach of this
agreement.  Such termination would not affect your exclusivity obligations or
our obligations hereunder.  Nothing contained herein is intended to or shall
have the effect of constituting a breach of your obligations under your
existing employment agreement with FIIG.

Future FIIG Employment.  It is contemplated that you would serve as Chief
Executive Officer and be elected as a director of the acquiring company and all
of its subsidiaries (including FIIG) unless, with respect it any such
subsidiary (other than FIIG), good reason exists for someone else to serve in
such capacity.  We would expect to have the acquiring company enter into a
three year employment contract with you on that basis providing for, among
other things, a salary of $300,000 per annum.  Such employment arrangement
would not require you to relocate from the Chicago area.  We would also cause
the acquiring company to adopt an incentive based bonus plan directed to all
members of senior management.

It is also contemplated that employment contracts would be offered to selected
senior management of FIIG as you may specify.

Your employment arrangement would provide for the acquiring company to pay a
lump sum severance payment to you equal to twice your annual base salary at the
time of termination in the event the company terminates your employment prior
to the end of the contract term for any reason other than death, disability or
cause.  In the event of termination upon death, your salary would continue to
be paid for the period ending on the last day of the month in which such death
occurs.  In the event of termination upon disability or for cause, you would be
entitled to receive your base salary for the period ending on the date such
termination occurred.

Investment Opportunity.  We understand that you are prepared to invest in the
new company by rolling-over the stock owned by you and not covered by the
purchase of FIIG, as discussed above.  In addition, you and key employees will
also have the right to invest additional amounts at the time of closing.  Such
investments will be made at the acquisition price and the acquiring company
would provide loans to such key employees or such investment up to an aggregate
amount of $500,000.

CHI Arrangement.  We agree that CHI will not receive any front end fee in
connection with the acquisition or financing but may receive a fee in exchange
for providing investment banking and advisory services in the future.  You also
agree that CHI may charge an annual management fee to the new company
commensurate with CHI's customary practice.

If the foregoing is acceptable to you, please execute a copy of the letter
enclosed herewith and return it to us.

We look forward to working with you.


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Very truly yours,

CASTLE HARLAN, INC.

By:  /s/ Jeffrey M. Siegal
Jeffrey M. Siegal
Managing Director

AGREED AND ACCEPTED as of the
date first above written:
By: /s/ John A Dore