SC 13D

                      SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C. 20549

                                 SCHEDULE 13D

                   Under the Securities Exchange Act of 1934
                              (Amendment No. 1)*

                        ACCEL International Corporation
- -------------------------------------------------------------------------------
                               (Name of Issuer)

                    Common Stock, par value $0.10 per share
- -------------------------------------------------------------------------------
                        (Title of Class of Securities)

                                  004299 10 3
- -------------------------------------------------------------------------------
                                (CUSIP Number)

                            William H. Cuddy, Esq.
                              Day, Berry & Howard
                 CityPlace I, Hartford, Connecticut 06103-3499
                                 (860) 275-0100
- -------------------------------------------------------------------------------
                 (Name, Address and Telephone Number of Person
               Authorized to Receive Notices and Communications)

                                 July 28, 1997
   -------------------------------------------------------------------------
            (Date of Event which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report
the acquisition which is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(b)(3) or (4), check the following box /   /.

Note: Six copies of this statement, including all exhibits, should be filed
with the Commission.  See Rule 13d-1(a) for other parties to whom copies are to
be sent.



                      (Continued on the following pages)

                               (Page 1 of 13 Pages)



*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities,
and for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be
deemed to be "filed" for the purpose of Section 18 of the Securities Exchange
Act of 1934 ("Act") or otherwise subject to the liabilities of that section of
the Act but shall be subject to all other provisions of the Act (however, see
the Notes).






CUSIP No. 004299 10 3

  1    NAME OF REPORTING PERSONS
       IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

       Insurance Holdings Limited Partnership
       06-1388818
  2    CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*       (a) / /
                                                               (b) /x/
  3    SEC USE ONLY
  4    SOURCE OF FUNDS*

       WC
  5    CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM
       2(d) OR 2(e)                                            / /
  6    CITIZENSHIP OR PLACE OF ORGANIZATION

       Connecticut
                     7    SOLE VOTING POWER
      NUMBER OF           670,000 shares (see Row 11 below)
       SHARES             SHARED VOTING POWER
     BENEFICIALLY    8    0 shares
     OWNED BY EACH        SOLE DISPOSITIVE POWER
       REPORTING     9    670,000 shares (see Row 11 below)
        PERSON       10   SHARED DISPOSITIVE POWER
         WITH             0 shares
11     AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
       670,000 shares, to the extent that the reporting person has been
       temporarily transferred dispositive power and voting power over such
       shares
12     CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
       CERTAIN SHARES*                                         /x/
13     PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
       7.8% (see Row 11 above)
14     TYPE OF REPORTING PERSON*
       PN


                     *SEE INSTRUCTIONS BEFORE FILLING OUT!






           AMENDMENT NO. 1 TO STATEMENT ON SCHEDULE 13D

     The reporting person hereby amends in part its Statement on Schedule
13D dated January 5, 1996 (the "Initial Schedule 13D"), with respect to the
common stock, par value $0.10 per share (the "Common Stock"), of ACCEL
International Corporation ("ACCEL").  This amendment amends only those
portions of the information previously reported that have changed since the
prior filing.

Item 2.   IDENTITY AND BACKGROUND

     The information required by subsections (a) through (c) of this Item 2
with respect to Chase Insurance Corporation ("CIC"), the general partner of
the reporting person, and the executive officers, directors and controlling
persons of CIC, as of the date hereof, is incorporated herein by reference
to such information in Schedule I hereto.

     During the past five years, none of CIC or the executive officers,
directors or controlling persons of CIC has been convicted in a criminal
proceeding (excluding traffic violations or similar misdemeanors).  During
the past five years, none of CIC or the executive officers, directors or
controlling persons of CIC has been a party to a civil proceeding of a
judicial or administrative body of competent jurisdiction and as a result
of such proceeding was or is subject to a judgment, decree or final order
enjoining future violations of, or prohibiting or mandating activities
subject to, federal or state securities laws or finding any violation with
respect to such laws.

     CIC is a Connecticut corporation.  Each of the executive officers,
directors and controlling persons of CIC is a citizen of the United States
of America.

Item 3.   SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.

     On July 28, 1997, the reporting person borrowed 335,000 shares of
Common Stock from Rhoda L. Chase (sometimes referred to herein as the
"Lender") pursuant to a letter agreement (the "Letter Agreement") dated
December 15, 1995, between the reporting person and the Lender, as modified
by a letter agreement (the "Amendment" and, together with the Letter
Agreement, the "Loan Agreement") dated July 31, 1997, between the reporting
person and the Lender.  In exchange for the Lender lending such shares of
Common Stock, the reporting person has agreed to pay quarterly to the
Lender a service fee (the "Service Fee") equal to six percent (6%) per
annum of the average monthly market value of the borrowed shares prorated
over the number of days the Loan Agreement is in effect.  The terms of the
Letter Agreement are more fully described in the Initial Schedule 13D and
in Item 6 hereto and the terms of the Amendment are more fully described in
Item 6 hereto.  The reporting person intends to use working capital to pay
the Service Fee.

Item 4.   PURPOSE OF TRANSACTION

     The reporting person has pledged all of its shares of Common Stock to
provide additional collateral for a working capital loan.  Based on its
ongoing evaluation of the business, prospects and financial condition of
ACCEL, the market for and price of the Common Stock, other opportunities
available to it, offers for the Common Stock held by the reporting person,
general economic conditions and other future developments, the reporting
person may decide to sell, seek the sale of or otherwise transfer, or
continue to pledge or otherwise encumber all or part of its present or
future beneficial holdings of Common Stock, or may decide to borrow or
acquire additional Common Stock either in the open market, in private
transactions, or by any other permissible means.  Any such transactions may
be effected at any time and from time to time.  David T. Chase, Arnold L.
Chase and Rhoda L. Chase are each holding the shares of Common Stock owned
by them for investment purposes.  Such persons reserve the same rights and
may make the same evaluations as the reporting person.

     Other than the above, as of the date hereof, the reporting person, CIC
and CIC's directors, executive officers and controlling persons do not have
any plans or proposals that relate to or would result in any of the
following:

     (a)  The acquisition by any person of additional securities of ACCEL,
or the disposition of securities of ACCEL;

     (b)  An extraordinary corporate transaction, such as a merger,
reorganization or liquidation, involving ACCEL or any of its subsidiaries;

     (c)  A sale or transfer of a material amount of assets of ACCEL or of
any of its subsidiaries;

     (d)  Any change in the present board of directors or management of
ACCEL, including any plans or proposals to change the number or term of
directors or to fill any existing vacancies on the board;

     (e)  Any material change in the present capitalization or dividend
policy of ACCEL;

     (f)  Any other material change in ACCEL's business or corporate
structure;

     (g)  Changes in ACCEL's charter, bylaws or instruments corresponding
thereto or other actions which may impede the acquisition of control of
ACCEL by any person;

     (h)  Causing a class of securities of ACCEL to be delisted from a
national securities exchange or to cease to be authorized to be quoted in
an inter-dealer quotation system of a registered national securities
association;

     (i)  A class of equity securities of ACCEL becoming eligible for
termination of registration pursuant to Section 12(g)(4) of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"); or

     (j)  Any action similar to any of those enumerated above.

Item 5.   INTEREST IN SECURITIES OF THE ISSUER

     (a)  As of the date hereof, the reporting person may be deemed to
beneficially own the 670,000 shares of Common Stock, or 7.8% of the
8,631,042 shares of Common Stock outstanding as of November 14, 1997, it
has borrowed from the Lender pursuant to the Loan Agreement.  Information
with respect to the Common Stock owned by CIC and its executive officers,
directors and controlling persons is set forth in Schedule I hereto, which
is incorporated herein by reference, and in the following paragraph.

          This statement does not relate to, and, in accordance with Rule
13d-4 under the Exchange Act, the reporting person expressly declares that
the filing of this statement shall not be construed as an admission that it
is, for the purposes of Section 13(d) or Section 13(g) of the Exchange Act,
the beneficial owner of, any of (i) the 1,167,824 shares of Common Stock,
or 13.5% of the shares of Common Stock outstanding as of November 14, 1997,
owned by Arnold L. Chase, an Executive Vice President and director of CIC,
(ii) the 5,350 shares of Common Stock, or less than 0.1% of the shares of
Common Stock outstanding as of November 14, 1997, owned by Sandra M. Chase,
a limited partner of the reporting person and the spouse of Arnold L.
Chase, (iii) the 1,167,824 shares of Common Stock, or 13.5% of the shares
of Common Stock outstanding as of November 14, 1997, owned by The Darland
Trust (the "Trust"), a trust of which Cheryl A. Chase (a limited partner of
the reporting person and an Executive Vice President and director of CIC)
and her children are the beneficiaries, (iv) the 6,500 shares of Common
Stock, or less than 0.1% of the shares of Common Stock outstanding as of
November 14, 1997, currently issuable upon the exercise of options held by
David T. Chase (President and a director of CIC), or (v) 1,330,000 shares
of Common Stock, or 15.4% of the shares of Common Stock outstanding as of
November 14, 1997, owned by Rhoda L. Chase, a limited partner of the
reporting person and the owner of all of the Capital Stock of CIC.  David
T. Chase may be deemed to be a beneficial owner of the 1,167,824 shares of
Common Stock referred to in clause (i) of the immediately preceding
sentence, the 1,167,824 shares of Common Stock referred to in clause (iii)
of the immediately preceding sentence and the 1,330,000 shares of Common
Stock referred to in Clause (v) of the immediately preceding sentence.
David T. Chase and Rhoda L. Chase are husband and wife and are the parents
of Arnold L. Chase and Cheryl A. Chase.

     (b)  As described in greater detail in the Initial Schedule 13D and in
Item 6 hereof, the reporting person has the sole power to vote, direct the
voting of, dispose of, and direct the disposition of, the 670,000 shares of
Common Stock it has borrowed from the Lender during the term of the Loan
Agreement.

          David T. Chase does not have the sole or shared power to vote or
direct the vote of any shares of Common Stock.  Upon the exercise of any of
his currently exercisable options for 6,500 shares of Common Stock, David
T. Chase will have the sole power to vote or direct the vote of, and the
sole power to dispose or to direct the disposition of, the shares of Common
Stock received by him as a result of such exercise.  David T. Chase shares
the power to dispose or to direct the disposition of (i) 1,330,000 shares
of Common Stock owned by Rhoda L. Chase with Rhoda L. Chase, (ii) 1,167,824
shares of Common Stock owned by Arnold L. Chase with Arnold L. Chase and
(iii) 1,167,824 shares of Common Stock owned by the Trust with the Trust.

          Arnold L. Chase has the sole power to vote or to direct the vote
of the 1,167,824 shares of Common Stock owned by him.  Arnold L. Chase
shares the power to dispose or to direct the disposition of the 1,167,824
shares of Common Stock owned by him with David T. Chase.

          Rhoda L. Chase has the sole power to vote or to direct the vote
of the 2,000,000 shares of Common Stock owned by her, except to the extent
that she has temporarily transferred to the reporting person the sole power
to vote or to direct the vote of the 670,000 shares of Common Stock on loan
to the reporting person during the term of the Loan Agreement, as described
in greater detail in the Initial Schedule 13D and in Item 6 hereof.  Rhoda
L. Chase shares the power to dispose or to direct the disposition of
1,330,000 of the shares of Common Stock owned by her with David T. Chase.
Rhoda L. Chase has the sole power to dispose or to direct the disposition
of 670,000 of the shares of Common Stock owned by her, except to the extent
that she has temporarily transferred to the reporting person the sole power
to dispose or to direct the disposition of such shares of Common Stock
during the term of the Loan Agreement, as described in greater detail in
the Initial Schedule 13D and Item 6 hereof.

          The Trust is a trust for which Rothschild Trust Cayman Limited
serves as trustee and of which Cheryl A. Chase and her children are the
beneficiaries.  The Trust's address is FBO: The Darland Trust, P.O. Box
472, St. Peter's House, Le Bordage, St. Peter Port, Guernsey GYI6AX,
Channel Islands.  The Trust is an entity of the Cayman Islands.

          During the past five years, the Trust has not been convicted in a
criminal proceeding (excluding traffic violations or similar misdemeanors).
During the past five years, the Trust has not been a party to a civil
proceeding of a judicial or an administrative body of competent
jurisdiction and as a result of such proceeding is or was subject to a
judgment, decree or final order enjoining future violations of, or
prohibiting or mandating activities subject to, federal or state securities
laws or finding any violation with respect to such laws.

     (c)  To the reporting person's knowledge, no transactions in the
Common Stock were effected by or on behalf of the reporting person, CIC or
any of CIC's directors, executive officers and controlling persons during
the past 60 days other than the transactions described in Item 3.

     (d)  As described in greater detail in the Initial Schedule 13D and in
Item 6 hereof, the Lender may be deemed to have the right to receive or the
power to direct the receipt of dividends from, or the proceeds from the
sale of, the 670,000 shares of Common Stock it has borrowed from the Lender
during the term of the Loan Agreement.

          Upon the exercise of any of his currently exercisable options for
6,500 shares of Common Stock, David T. Chase will have the sole right to
receive or direct the receipt of dividends from, or the proceeds from the
sale of, the shares of Common Stock received by him as a result of such
exercise.  Each of David T. Chase and, with respect to (i) 1,330,000 shares
of Common Stock owned by Rhoda L. Chase, Rhoda L. Chase, (ii) 1,167,824
shares of Common Stock owned by Arnold L. Chase, Arnold L. Chase and (iii)
1,167,824 shares of Common Stock owned by the Trust, The Trust, has the
power to direct the dividends from, and the proceeds from the sale of, the
shares of Common Stock owned by David T. Chase.  No other person is known
to have the right to receive or the power to direct the receipt of
dividends from, or the proceeds from the sale of, the shares of Common
Stock owned by David T. Chase.

          Each of David T. Chase and Arnold L. Chase has the power to
direct the dividends from, and the proceeds from the sale of, the shares of
Common Stock owned by Arnold L. Chase.  No other person is known to have
the right to receive or the power to direct the receipt of dividends from,
or the proceeds from the sale of, the shares of Common Stock owned by
Arnold L. Chase.

          Each of David T. Chase and Rhoda L. Chase has the power to direct
the dividends from, and the proceeds from the sale of, 1,330,000 of the
shares of Common Stock owned by Rhoda L. Chase.  As described in greater
detail in the Initial Schedule 13D and in Item 6 hereof, the reporting
person may be deemed to have the right, during the term of the Loan
Agreement, to receive or to direct the receipt of dividends from, or the
proceeds from the sale of, the 670,000 shares of Common Stock loaned by
Rhoda L. Chase to the reporting person.  No other person, other than Rhoda
L. Chase, is known to have the right to receive or the power to direct the
receipt of dividends from, or the proceeds from the sale of, the shares of
Common Stock owned by Rhoda L. Chase.

     (e)  Not Applicable.

Item 6.   CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH
          RESPECT TO SECURITIES OF THE ISSUER

     As described in greater detail in the Initial Schedule 13D, the
reporting person borrowed 335,000 shares of Common Stock from the Lender
pursuant to the Letter Agreement on December 15, 1995.  On July 28, 1997,
the reporting person borrowed an additional 335,000 shares of Common Stock
from the Lender.  The reporting person and the Lender entered into the
Amendment to modify the Letter Agreement to include such additional shares
of Common Stock.  As of the date hereof, the reporting person has thus
borrowed 670,000 shares of Common Stock (the "Borrowed Securities") from
the Lender pursuant to the Loan Agreement.

     Under the terms of the Loan Agreement, the reporting person has full
use of the Borrowed Securities, including the right to sell, pledge or
otherwise transfer or encumber the Borrowed Securities, until termination
of the Loan Agreement.  In exchange for use of the Borrowed Securities, the
reporting person is to pay the Lender the Service Fee for the use of the
Borrowed Securities.  In addition, the reporting person is to pay to the
Lender any cash dividends or distributions declared by ACCEL on the Common
Stock during the term of the Loan Agreement. Upon the termination of the
Loan Agreement, the reporting person is to deliver to the Lender securities
that are identical in kind and amount to the Borrowed Securities and
including all dividends and distributions in the form of stock, rights,
warrants or other securities which ACCEL makes with respect to the Borrowed
Securities during the term of the Loan Agreement.  The Loan Agreement is to
terminate December 31, 1998, unless terminated sooner by one of the parties
pursuant to the terms of the Loan Agreement.

     The foregoing description of the Loan Agreement is subject to, and is
qualified in its entirety by reference to, the Letter Agreement, which was
filed as an exhibit to the Initial Schedule 13D, and the Amendment, which
is filed as an exhibit to this Statement on Schedule 13D.

     The reporting person has pledged the Borrowed Securities to Comerica
Bank to secure a $4,300,000 term loan facility pursuant to a Letter
Agreement, Term Note and Security Agreement, each of which is dated
December 22, 1995.  The foregoing discussion of such Letter Agreement, Term
Note and Security Agreement is subject to, and is qualified in its entirety
by reference to, such Letter Agreement, Term Note and Security Agreement,
which were each filed as an exhibit to the Initial Schedule 13D.

     Pursuant to a General Trading Authorization for Securities and/or
Options Accounts (each, a "Trading Authorization"), each of Rhoda L. Chase,
Arnold L. Chase and the Trust has granted to David T. Chase the power to
enter orders to purchase and sell securities for the brokerage account in
which such person or entity holds the Common Stock referred to in the
second paragraph of Item 5(b).  Each Trading Authorization also confers
upon David T. Chase the power to buy and sell on margin, to sell short for
such account and to give instructions as to the transfer of money and
property from such account.  The powers granted by each Trading
Authorization remain effective until terminated by the grantor of such
Trading Authorization.

     The foregoing description of the Trading Authorizations is subject to,
and is qualified in its entirety by reference to, the forms of Trading
Authorizations, which are filed as exhibits to this Statement on Schedule
13D.

     David T. Chase manages certain funds on behalf of the Trust.  In such
capacity and pursuant to the Trading Authorization granted by the Trust,
David T. Chase may effect the sale of some or all of the shares of Common
Stock owned by the Trust or effect the purchase of additional shares of
Common Stock for the account of the Trust.

     Pursuant to the First Restatement of the ACCEL International
Corporation 1987 Stock Incentive Plan (the "1987 Plan") and Stock Option
Agreements (the "Old Stock Option Agreements") dated June 4, 1991, June 2,
1992, May 25, 1993, May 24, 1994 and May 23, 1995, between David T. Chase
and ACCEL, David T. Chase has been granted options to purchase 6,000 shares
of Common Stock, all of which are currently exercisable.  The exercise
price for each option is equal to the fair market value of a share of
Common Stock on the date such option was granted.  Each such option will
expire ten years after the date it was granted or, if earlier, 180 days
after David T. Chase ceases to be a director of ACCEL.  Such options are
not transferable other than by will or the laws of descent and
distribution.

     The foregoing description of the 1987 Plan, the Old Stock Option
Agreements and the options granted to David T. Chase thereunder is subject
to, and is qualified in its entirety by reference to, the 1987 Plan and the
Old Stock Option Agreements, which are each filed as exhibits to this
Statement on Schedule 13D.

     Pursuant to the ACCEL International Corporation 1996 Stock Incentive
Plan (the "1996 Plan"), each person who becomes a director of ACCEL is
granted, upon his initial appointment or election as a director, the option
to purchase 2,000 shares of Common Stock, and each non-employee director of
ACCEL (other than a non-employee director who first became a director
during the period following the immediately preceding annual meeting of
stockholders of ACCEL) is granted, at each annual meeting of stockholders
of ACCEL, the option to purchase 1,000 shares of Common Stock, provided
that no options will be granted under the 1996 Plan after June 11, 2006.
As non-employee directors of ACCEL, David T. Chase and John P. Redding are
each entitled to receive such options under the 1996 Plan.  Each such
option will become exercisable as to 50% of the shares of Common Stock
subject to it on the first anniversary of the date it was granted and as to
the remaining shares of Common Stock on the second anniversary of the date
it was granted.  The per share exercise price for each such option will be
equal to the fair market value of a share of Common Stock on the date such
option was granted.  Each such option will expire ten years after the date
it was granted or, if earlier, 180 days after the grantee ceases to be a
director of ACCEL.  Such options are not transferable other than by will,
the laws of descent and distribution or pursuant to certain domestic
relations orders.

     David T. Chase has been granted options to purchase 2,000 shares of
Common Stock, one quarter of which are currently exercisable, pursuant to
the 1996 Plan and to Stock Option Agreements (the "New Stock Option
Agreements") dated June 11, 1996 and May 20, 1997, between David T. Chase
and ACCEL.  John P. Redding has been granted options to purchase 2,000
shares of Common Stock, none of which are currently exercisable, pursuant
to the 1996 Plan and to a Stock Option Agreement (the "John P. Redding
Stock Option Agreement") dated May 20, 1997, between John P. Redding and
ACCEL.  All such options have the terms described in the immediately
preceding paragraph.

     The foregoing description of the 1996 Plan, the New Stock Option
Agreements, the John P. Redding Stock Option Agreement and the options
granted thereunder is subject to, and is qualified in its entirety by
reference to, the 1996 Plan, the New Stock Option Agreements and the John
P. Redding Stock Option Agreement, which are each filed as exhibits to this
Statement on Schedule 13D.

     Except as described in this Statement on Schedule 13D, the reporting
person knows of no contracts, arrangements, understandings or relationships
(legal or otherwise) between any of the persons named in Item 2 or between
such persons and any other person with respect to any securities of ACCEL,
including, but not limited to, transfer or voting of any of the securities,
finder's fees, joint ventures, loan or option arrangements, puts or calls,
guarantees of profits, division of profits or loss, or the giving or
withholding of proxies.

     The reporting person has not agreed to act together with any other
person or entity for the purpose of acquiring, holding, voting or disposing
of shares of Common Stock and the reporting person disclaims membership in
any "group" with respect to the Common Stock for purposes of Section 13(d)
(3) of the Exchange Act and Rule 13d-5(b) (1) adopted thereunder.

Item 7.   MATERIAL TO BE FILED AS EXHIBITS.

     (1)  Amendment

     (2)  Form of Trading Authorization granted by Rhoda L. Chase.

     (3)  Form of Trading Authorization granted by Arnold L. Chase.

     (4)  Form of Trading Authorization granted by the Trust.

     (5)  1987 Plan.

     (6)  Old Stock Option Agreement dated June 4, 1991.

     (7)  Old Stock Option Agreement dated June 2, 1992.

     (8)  Old Stock Option Agreement dated May 25, 1993.

     (9)  Old Stock Option Agreement dated May 24, 1994.

     (10) Old Stock Option Agreement dated May 23, 1995.

     (11) 1996 Plan.

     (12) New Stock Option Agreement dated June 11, 1996.

     (13) New Stock Option Agreement dated May 20, 1997.

     (14) John P. Redding Stock Option Agreement.






                             SIGNATURE

     After reasonable inquiry and to the best of its knowledge and belief,
the reporting person certifies that the information set forth in this
Statement is true, complete and correct.

Dated: November 20, 1997

                         INSURANCE HOLDINGS LIMITED PARTNERSHIP

                         BY:  CHASE INSURANCE CORPORATION
                         Its General Partner

                         By: /s/ Cheryl A. Chase
                         Name: Cheryl A. Chase
                         Title: Executive Vice President






                                   SCHEDULE I
                 IDENTITY AND BACKGROUND OF GENERAL PARTNER OF
                     INSURANCE HOLDINGS LIMITED PARTNERSHIP
         AND ITS EXECUTIVE OFFICERS, DIRECTORS AND CONTROLLING PERSONS



                                                                              Titles With          Aggregate #
                                                                          reporting person or      of Shares of      Percentage of
                            Residence or         Principal Occupation       Chase Insurance        Common Stock       Common Stock
        NAME              BUSINESS ADDRESS           OR EMPLOYMENT            CORPORATION              OWNED              OWNED
                                                                                                       
Chase Insurance       C/O Chase Enterprises    General Partner of        General Partner of       None                0%
Corporation ("CIC")   One Commercial Plaza,    Reporting Person          Reporting Person
                      Hartford, CT 06103

David T. Chase        C/O Chase Enterprises    Chairman of the Board of  President and Director   3,672,148{2}        42.5%
                      One Commercial Plaza,    Directors and President   of CIC
                      Hartford, CT 06103       of D.T. Chase
                                               Enterprises, Inc.
                                               ("DTCE"){1}

Arnold L. Chase       C/O Chase Enterprises    Executive Vice President  Executive Vice           1,167,824           13.5%
                      One Commercial Plaza,    and Director of DTCE      President and Director
                      Hartford, CT 06103                                 of CIC

Cheryl A. Chase       C/O Chase Enterprises    Executive Vice President, Executive Vice           None                0%
                      One Commercial Plaza,    General Counsel and       President and Director
                      Hartford, CT 06103       Director of DTCE          of CIC

John P. Redding       C/O Chase Enterprises    Senior Vice President of  Vice President of CIC    None                0%
                      One Commercial Plaza,    David T. Chase
                      Hartford, CT 06103       Enterprises, Inc. and
                                               Vice President of DTCE

Rhoda L. Chase        96 High Ridge Road       Not applicable            None{3}                  2,000,000{4}        23.2%
                      West Hartford, CT 06117


**FOOTNOTES**

        {1}    DTCE  is  a  holding company for various Chase Family Interests.
Its principal business address  is: One Commercial Plaza, Hartford, Connecticut
06103.

        {2}    Includes 1,167,824  shares  owned  by Arnold L. Chase, 1,167,824
shares owned by The Darland Trust, and 1,330,000 shares owned by Rhoda L. Chase
as to which David T. Chase shares dispositive power, and 6,500 shares of Common
Stock currently issuable upon the exercise of options held by David T. Chase.

        {3}    Rhoda L. Chase owns all of the outstanding capital stock of CIC.

        {4}    Includes 670,000 shares of Common Stock on loan to the reporting
person.

EX-99

                                                        EXHIBIT 1

                                 RHODA L. CHASE
                  C/O Chase Enterprises, One Commercial Plaza
                               Hartford, CT 06103
                                        
                                 July 31, 1997


Insurance Holdings Limited Partnership
C/O Chase Enterprises
One Commercial Plaza
Hartford, CT 06103

Re: LOAN OF COMMON STOCK OF ACCEL INTERNATIONAL CORPORATION

This letter will set forth a modification to an earlier Agreement entered
into between Rhoda L. Chase (the "Lender") and Insurance Holdings Limited
Partnership (the "Borrower") regarding shares of stock of ACCEL
International Corporation (the "Company") and dated December 15, 1995.  The
purpose of this modification is to increase the number of shares from
335,000 to 670,000.  To this end, paragraph 1 of the Agreement is amended
to read as follows:

     "1.  Lender hereby confirms that it has loaned to Borrower 670,000
     shares of the common stock, no par value of the Company ("Borrowed
     Securities")."

Please confirm that the foregoing sets forth our understanding regarding
the modification of the Agreement for the Borrowed Securities by signature
below:

                                   Very truly yours,

                                   /s/ Rhoda L. Chase

                                   Rhoda L. Chase

THE FOREGOING IS HEREBY
CONFIRMED AND AGREED TO:

Insurance Holdings Limited Partnership
By:  Chase Insurance Corporation,
     it's General Partner


/S/ CHERYL A. CHASE
Cheryl A. Chase
Executive Vice President

EX-99

PAINEWEBBER           MICROFILM I.D. NUMBER                           EXHIBIT 2

     GENERAL TRADING AUTHORIZATION FOR SECURITIES AND/OR OPTIONS ACCOUNTS
        (AUTHORIZATION MAY NOT BE EXTENDED TO EMPLOYEES OF PAINEWEBBER)

        ACCOUNT NAME          Branch              Account Number       Broker
Rhoda L. Chase               | X | X |        | X | X | X | X | X |   | X | X |


THIS WILL CONFIRM THE AUTHORITY OF

  David T. Chase

                                 (Agent name)

  C/O CHASE ENTERPRISES     
  ONE COMMERCIAL PLAZA, HARTFORD CT 06103


                              (Complete address)


to enter orders with you as brokers, or as dealers acting for your own account,
or  as  brokers  for  some  other person, and in accordance with your terms and
conditions for my account and  risk.   To  purchase  and  sell  securities  and
similar  property  and  enter  into  those option contracts indicated below.  I
hereby ratify and confirm any and all transactions, trades or dealings effected
in  and for my account by my agent in connection  with  the  authority  granted
hereunder.
(INITIAL BOXES TO INDICATE AGENCY GRANTED)

(1) |RLC| To buy and sell on margin: (cash account only if not initialed)
(2) |RLC| To sell short: (box (1) must also be initialed)
(3) |RLC| To give you instructions as to the transfer of money and property    
       from my account to me, or to others
(4) |RLC| To do Options as follows: (THE TERM "OPTIONS" IS INCLUSIVE OF PUTS
        AND CALLS)
    | | COVERED       | | BUY OPTIONS AND COVERED  |RLC| ALL OPTION TRANSACTIONS
        WRITING ONLY      WRITING ONLY             (INCLUDING UNCOVERED OPTIONS)


    This  authorization  is  in addition to (and in no way limits or restricts)
any and all rights which you may have under any other agreement(s) between your
firm and me and is to remain effective until you receive written notice from me
to the contrary, shall survive  my  disability  or  incompetence, shall bind my
estate on all transactions by you after but without knowledge  of  my death and
shall  inure  to  your benefit and the benefit of any successor corporation  or
firms.

Signed, sealed and delivered by    /S/ Rhoda L. Chase           DATE
                                      (Signature of Principal)
    
In the presence of:                                             DATE         
                                      (Signature of Witness)

                        INSTRUCTIONS AS TO NOTICES

Please send all confirmation, statements, and other communications as checked
below:

| |    Send to me only


|RLC|  Send to me and to agent.           /s/ Rhoda L. Chase
                                                  (Signature of Principal)


ACCEPTANCE OF AGENCY


/s/ David T. Chase                                              DATE   
                 (Signature of Agent Authorized to Act)

                                                                DATE           
                   (Branch Office Manager's approval)

OPTION ACCOUNTS:
LIMITATIONS

SENIOR ROP APPROVAL:                                           DATE


I N A C 4 REV. 12/95       IMPORTANT - REVERSE SIDE MUST BE COMPLETED BY AGENT




                                                TO BE COMPLETED BY AUTHORIZED AGENT
                                                                                                
                                                                                                          Age
Mr.                                                                                                        
Mrs. 
Ms.
                                                                                        Home Phone
Home Address                    
                                                                                       
Occupation                      Employer                        Employer's Business


Business Address                                                                                        Business Phone
                        
                                                                                       

Citizen Of                      Agent's Relationship, 
                                If Any, To The Principal                                Agent's Account No.
                                                                                        With PW (if any)
                               

Agent's Investment Experience: 
(Years of Experience)                                           Reason for Agency


Options:                   
Stock/Bonds:                
Commodities:                     
Other (Specify)                  
                                                               
                                                                Authorized Agent's
                                                                Signature

EX-99

PAINEWEBBER           MICROFILM I.D. NUMBER                         EXHIBIT 3


     GENERAL TRADING AUTHORIZATION FOR SECURITIES AND/OR OPTIONS ACCOUNTS
        (AUTHORIZATION MAY NOT BE EXTENDED TO EMPLOYEES OF PAINEWEBBER)

        ACCOUNT NAME          Branch              Account Number       Broker
Arnold L.Chase               | X | X |        | X | X | X | X | X |   | X | X |


THIS WILL CONFIRM THE AUTHORITY OF

  David T. Chase

                                 (Agent name)

  CHASE ENTERPRISES     ONE COMMERCIAL PLAZA     HARTFORD CT 06103

                              (Complete address)


to enter orders with you as brokers, or as dealers acting for your own account,
or  as  brokers  for  some  other person, and in accordance with your terms and
conditions for my account and  risk.   To  purchase  and  sell  securities  and
similar  property  and  enter  into  those option contracts indicated below.  I
hereby ratify and confirm any and all transactions, trades or dealings effected
in  and for my account by my agent in connection  with  the  authority  granted
hereunder.
(INITIAL BOXES TO INDICATE AGENCY GRANTED)

(1) |X| To buy and sell on margin: (cash account only if not initialed)
(2) |X| To sell short: (box (1) must also be initialed)
(3) |X| To give you instructions as to the transfer of money and property    
       from my account to me, or to others
(4) |X| To do Options as follows: (THE TERM "OPTIONS" IS INCLUSIVE OF PUTS
        AND CALLS)
    | | COVERED       | | BUY OPTIONS AND COVERED  |X| ALL OPTION TRANSACTIONS
        WRITING ONLY      WRITING ONLY             (INCLUDING UNCOVERED OPTIONS)


    This  authorization  is  in addition to (and in no way limits or restricts)
any and all rights which you may have under any other agreement(s) between your
firm and me and is to remain effective until you receive written notice from me
to the contrary, shall survive  my  disability  or  incompetence, shall bind my
estate on all transactions by you after but without knowledge  of  my death and
shall  inure  to  your benefit and the benefit of any successor corporation  or
firms.


Signed, sealed and delivered by    /S/ Arnold L. Chase          DATE 10/10/95
                                      (Signature of Principal)
    
In the presence of:               /S/   John P. Redding         DATE 10/10/95
                                      (Signature of Witness)

                        INSTRUCTIONS AS TO NOTICES

Please send all confirmation, statements, and other communications as checked
below:

| |  Send to me only


| |  Send to me and to agent.           /s/ Arnold L. Chase
                                                 (Signature of Principal)
                                        Arnold L. Chase

ACCEPTANCE OF AGENCY


/s/ David T. Chase                                              DATE   10/10/95
                 (Signature of Agent Authorized to Act)

/s/ William V. Guerin                                           DATE   10/10/95
                   (Branch Office Manager's approval)
OPTION ACCOUNTS:
LIMITATIONS

SENIOR ROP APPROVAL:                                           DATE


I N A C 4 REV. 12/95       IMPORTANT - REVERSE SIDE MUST BE COMPLETED BY AGENT




                                                TO BE COMPLETED BY AUTHORIZED AGENT
                                                                                                
                                                                                                          Age
Mr.                                                                                                        
Mrs. 
Ms.
                                                                                        Home Phone
Home Address                    
                                                                                       
Occupation                      Employer                        Employer's Business


Business Address                                                                                        Business Phone
                        
                                                                                       

Citizen Of                      Agent's Relationship, 
                                If Any, To The Principal                                Agent's Account No.
                                                                                        With PW (if any)
                               

Agent's Investment Experience: 
(Years of Experience)                                           Reason for Agency


Options:                   
Stock/Bonds:                
Commodities:                     
Other (Specify)                  
                                                               
                                                                Authorized Agent's
                                                                Signature

EX-99

PAINEWEBBER                MICROFILM I.D. NUMBER                    EXHIBIT 4


     GENERAL TRADING AUTHORIZATION FOR SECURITIES AND/OR OPTIONS ACCOUNTS
        (AUTHORIZATION MAY NOT BE EXTENDED TO EMPLOYEES OF PAINEWEBBER)

        ACCOUNT NAME          Branch              Account Number       Broker
The Darland Trust            | X | X |        | X | X | X | X | X |   | X | X |


THIS WILL CONFIRM THE AUTHORITY OF

  David T. Chase

                                 (Agent name)

  96 High Ridge Road, West Hartford, CT 06117                         

                              (Complete address)


to enter orders with you as brokers, or as dealers acting for your own account,
or  as  brokers  for  some  other person, and in accordance with your terms and
conditions for my account and  risk.   To  purchase  and  sell  securities  and
similar  property  and  enter  into  those option contracts indicated below.  I
hereby ratify and confirm any and all transactions, trades or dealings effected
in  and for my account by my agent in connection  with  the  authority  granted
hereunder.
(INITIAL BOXES TO INDICATE AGENCY GRANTED)

(1) |X| To buy and sell on margin: (cash account only if not initialed)
(2) |X| To sell short: (box (1) must also be initialed)
(3) |X| To give you instructions as to the transfer of money and property    
       from my account to me, or to others
(4) |X| To do Options as follows: (THE TERM "OPTIONS" IS INCLUSIVE OF PUTS
        AND CALLS)
    | | COVERED       | | BUY OPTIONS AND COVERED  |X| ALL OPTION TRANSACTIONS
        WRITING ONLY      WRITING ONLY             (INCLUDING UNCOVERED OPTIONS)


    This  authorization  is  in addition to (and in no way limits or restricts)
any and all rights which you may have under any other agreement(s) between your
firm and me and is to remain effective until you receive written notice from me
to the contrary, shall survive  my  disability  or  incompetence, shall bind my
estate on all transactions by you after but without knowledge  of  my death and
shall  inure  to  your benefit and the benefit of any successor corporation  or
firms.

Signed, sealed and delivered by    /S/ Jane Betley        DATE 30 October 1995
                                      (Signature of Principal)
                                  X ROTHSCHILD TRUST GUERNSEY LIMITED AS TRUSTEE
                                    AUTHORIZED SIGNATORIES
    
In the presence of:                                             DATE
                                      (Signature of Witness)

                        INSTRUCTIONS AS TO NOTICES

Please send all confirmation, statements, and other communications as checked
below:

| |  Send to me only


|X|  Send to me and to agent.         /s/ Jane Betley      
                                              (Signature of Principal)
                                      ROTHSCHILD TRUST GUERNSEY LIMITED AS
                                      TRUSTEE AUTHORIZED SIGNATORIES


ACCEPTANCE OF AGENCY

/s/ David T. Chase                                              DATE 10/20/95
David T. Chase
                 (Signature of Agent Authorized to Act)

                                                                DATE           
                   (Branch Office Manager's approval)

OPTION ACCOUNTS:
LIMITATIONS

SENIOR ROP APPROVAL:                                           DATE


I N A C 4 REV. 12/95       IMPORTANT - REVERSE SIDE MUST BE COMPLETED BY AGENT




                                                TO BE COMPLETED BY AUTHORIZED AGENT
                                                                                                
                                                                                                            Age
Mr.    David T. Chase                                                                                       65

Home Address                                                                            Home Phone
96 High Ridge Road, West Hartford, CT 06117                                             860-233-4446

Occupation                      Employer                        Employer's Business
Executive                       Chase Enterprises               Financial

Business Address                                                                        Business Phone
One Commercial Plaza, Hartford, CT 06103                                                860-549-1674

Citizen Of                      Agent's Relationship, 
                                If Any, To The Principal                                Agent's Account No.
                                                                                        With PW (if any)
   USA                                                                                  XXXXXXX

Agent's Investment Experience: 
(Years of Experience)                                           Reason for Agency


Options:        10 years
Stock/Bonds:    10 years
Commodities:    10 years                                        /s/ David T. Chase
Other (Specify)         
                                                                David T. Chase - 
                                                                Authorized Agent's
                                                                Signature

EX-99

                                                        EXHIBIT 5

                     FIRST RESTATEMENT OF THE
                  ACCEL INTERNATIONAL CORPORATION
                     1987 STOCK INCENTIVE PLAN

     WHEREAS, ACCEL International Corporation, a Delaware corporation,
desires to attract capable employees and directors for itself and its
subsidiaries, and to provide long range inducements for its key employees
and directors to remain in the employment of the Company, to perform
effectively, and to acquire a permanent stake in the Company with the
interest and outlook of owners; and

     WHEREAS, the Company has determined that these objectives will be
promoted by the granting to key employees and directors of options to
acquire shares of the Common Stock of the Company;

     NOW, THEREFORE, the Company hereby adopts the First Restatement of the
ACCEL International Corporation 1987 Stock Incentive Plan on the following
terms and conditions:

                      PART I - KEY EMPLOYEES

     Section 1.  DEFINITIONS.  The following terms, when used in Part I of
the Plan, shall have the following meanings:

          "Award" means a grant of any rights under the Plan

          "Board" means the board of directors of the Company.

          "Code" means the Internal Revenue Code of 1986, as amended, or
any similar successor code.

          "Committee" means the administrative committee created by the
provisions of Part I of the Plan.

          "Company" means ACCEL International Corporation, a Delaware
corporation, and its present and future wholly-owned subsidiaries.

          "Conditions Precedent" means the conditions contained in an award
of Restricted Stock, which would cause the forfeiture of such award if the
Participant fails to perform such conditions.

          "Director" means any director of ACCEL International Corporation.

          "Employee" means any employee of the Company.

          "Fair Market Value" means the fair market value of a share of
Stock on a given date equal to (a) if the Stock is not listed for trading
on a national securities exchange, the closing bid prices of the Stock in
the over-the-counter market on the day prior to the date of determination
or the most recent such bid prices then available, as reported by the
National Association of Securities Dealers Automated Quotation System
("NASDAQ") or if the Stock is not then quoted by NASDAQ, as furnished by
any member of the National Association of Securities Dealers, Inc. selected
from time to time by the Company for that purpose, or (b) if the Stock is
listed for trading on a national securities exchange, the closing prices of
the Stock on such exchange on the day prior to the date of determination
or, if no prices can be determined for the day prior to the date of
determination, the most recent date for which such price can reasonably be
ascertained.

          "Incentive Stock Option" or "ISO" means a Stock Option intended
to comply with the terms and conditions set forth in Section 422A of the
Code.

          "Key Employee" means any full-time Employee of the Company whose
judgment, initiative and efforts contribute or may be expected to
contribute materially to the successful performance of the Company.

          "Non-Performance Option" means any Option which is not a
Performance Option.

          "Nonstatutory Option" or "Nonincentive Option" means a Stock
Option other than an Incentive Stock Option.

          "Option" or "Stock Option" means a right granted under the Plan
to a Participant to purchase a stated number of shares of Stock.

          "Participant" means any Key Employee or nonemployee Director who
is eligible to receive and has received an Award under the Plan.

          "Performance Option" means an Option which is awarded or vests on
the basis of performance criteria determined prior to the period for which
performance is measured.

          "Plan" means this First Restatement of the ACCEL International
Corporation 1987 Stock Incentive Plan (formerly, the Acceleration
Corporation 1987 Incentive Stock Option Plan).

          "Restricted Stock" means Stock which is not transferable or may
be forfeited in accordance with the terms of the Plan under which it was
issued.

          "Restriction Period" means the periods of time during which some
or all shares of Restricted Stock may not be assigned or transferred and
are subject to forfeiture on failure of Conditions Precedent.

          "Rule 16b" means Rule 16b-3 promulgated under Section 16(b) of
the Securities Exchange Act of 1934, as amended, or any successor provision
in effect at the time of grant or exercise of an Award.

          "Stock" means common stock, par value $0.10 per share, of the
Company.

          "Stock Bonus" means an Award of Stock or Restricted Stock under
the Plan.

     Section 2.  ADMINISTRATION.  (a) Part I of the Plan shall be
administered by the Board or the Compensation Committee of the Board in
accordance with this Section 2.

          (b)  The number of members of the Committee shall be fixed by the
Board but shall not be less than three nonemployee Directors.  The members
of the Committee shall be appointed by the Board and shall serve until
their resignation or removal by the Board with or without cause.  A
Committee member may resign at any time by notice to the Board, which
notice may specify the date on which it will become effective.  Vacancies
on the Committee shall be filled by the Board.  The compensation, if any,
of the members of the Committee shall be determined by the Board, and the
members shall be reimbursed by the Company for their expenses in
administering the Plan.  The Board, in its sole discretion, may ratify any
action taken by the Committee.

          (c)  The members of the Committee shall be nonemployee Directors
(i) who are not eligible to receive Awards under Part I of the Plan, and
(ii) who have not been eligible within one year before appointment to the
Committee for selection as Participants under Part I of the Plan.

          (d)  Subject to the express provisions of the Plan and in
addition to the powers granted by other sections of the Plan, the powers of
the Committee include having the authority, in its discretion, to: (i)
determine the Participants and grant Awards; (ii) define, prescribe, amend
and rescind rules, regulations, procedures, terms and conditions relating
to the Plan; (iii) make all other determinations necessary or advisable for
administering the Plan, including, but not limited to, interpreting the
Plan, correcting defects, reconciling inconsistencies and resolving
ambiguities; (iv) review and resolve all claims of Employees and
Participants; and (v) retain assistants and professional advisers.  The
actions and determinations of the Committee on matters related to the Plan
shall be conclusive.

          (e)  No member of the Board or the Committee shall have any
personal liability to the Company, the Participants, the Employees, the
Directors, the Company or its stockholders for any action or determination
made in good faith by the Board or the Committee with respect to the Plan
or any Award.  The members of the Committee shall be indemnified by the
Company as agents of the Company pursuant to its bylaws.

          (f)  At all meetings of the Committee, a majority of the number
of its members shall constitute a quorum for the transaction of business,
and the vote of a majority of the members present shall be the act of the
Committee.  The Committee shall select a secretary, who need not be a
member of the Committee, and shall maintain a written record of its
meetings and actions.  Any action required or permitted to be taken by the
Committee may be taken without a meeting if all members hereof consent in
writing thereto.  Any one or more members of the Committee may participate
in a meeting of the Committee by means of conference telephone or similar
communications equipment allowing all persons participating in the meeting
to hear and speak to others at the same time.

          (g)  Regular meetings of the Committee may be held on at least 10
days' notice at such times and places as the members thereof or the Company
may determine from time to time.  Special meetings of the Committee may be
called by the Chairman of the Board, the President or Secretary of the
Company, or the Chairman of the Committee on at least 48 hours' notice to
each member of the Committee personally, by mail, or by telephone.  A
notice need not specify the purpose of any regular or special meeting of
the Committee.

     Section 3.  STOCK SUBJECT TO THE PLAN.  (a) The aggregate number of
shares of Stock in respect of which Options may be exercised under Part I
of the Plan or which may be granted as Restricted Stock shall not exceed
750,000 (including the 300,000 shares reserved for issuance under the Plan
by the Board on April 9, 1987).

          (b)  If any Awards granted under Part I of the Plan are
cancelled, terminate or expire for any reason without having been exercised
in full, the shares of Stock related thereto shall be available again for
all purposes of Part I of the Plan.  If any Restricted Stock issued under
the Plan shall be forfeited, the shares of Stock so forfeited shall be
available again for all purposes of Part I of the Plan.

          (c)  In the event of any change in the Stock, through
recapitalization, merger, consolidation, stock dividend or split,
combination or exchanges of shares or otherwise, the Committee may make
such equitable adjustments in the Plan and the then outstanding Awards as
it deems necessary and appropriate including, but not limited to, changing
the number of shares of Stock reserved under the Plan or covered by
outstanding Awards, and the prices under outstanding Awards.

          (d)  Shares of Stock which are to be delivered under the Plan may
be obtained by the Company from its treasury, by purchases on the open
market or from private sources, or by issuing authorized but unissued
shares of its Stock.  Any issuance of authorized but unissued Stock shall
be approved by the Board.  Shares of authorized but unissued Stock may not
be delivered under the Plan if the purchase price thereof is less than the
par value of the Stock, unless an amount equal to the par value of the
Stock delivered is transferred to the capital of the Company.  No
fractional shares of Stock shall be issued or sold under the Plan nor shall
any cash payment be made in lieu of fractional shares.

          (e)  In no event may any Award be made which would have the
effect, by use of different types of Award or variations of terms, of
avoiding the restrictions on Awards of Performance Options, Non-Performance
Options and Stock Bonuses.

     Section 4.  ELIGIBILITY.  Only Key Employees shall be eligible to be
selected by the Committee and receive Awards under Part I of the Plan.

     Section 5.  STOCK OPTIONS.  (a) The Committee shall determine which
Participants shall receive Options, the number of Options to be so
received, the exercise price per share under the Option, the times when
Participants shall receive and may exercise them, the Option term, the
number of shares to be subject to each Option, whether or not an Option so
granted is to qualify as an Incentive Stock Option, whether or not the
Stock issuable on exercise of the Option will be Restricted Stock and the
Restriction Period and Conditions Precedent applicable to any such
Restricted Stock and the terms and conditions of individual Option grants
(which need not be identical).  Options shall expire upon termination of
the Participant's employment for any reason; provided, however, that if
such employment is terminated by death or disability, the estate of the
deceased optionee (or the optionee in the case of disability) shall have
the right to exercise any award under Part I of the Plan for a period of
six months after the date of death or disability.  No Option shall be
exercised after the expiration of 10 years from the date such Option is
granted.

          (b)  If the Committee grants Incentive Stock Options, they shall
be granted to such persons and on such terms and conditions relating to
exercise and otherwise as may be necessary to cause them to be "incentive
stock options" under Section 422A of the Code and the regulations
thereunder, as the same or any successor statute or regulations may at the
time be in effect.  The aggregate Fair Market Value of the shares of Stock,
determined as of the time the Option is granted, which first became
exercisable under all Incentive Stock Options granted under plans of the
Participant's employer corporation or any parent or subsidiary (as defined
in Section 425 of the Code) thereof, in any calendar year after the 1986
shall not exceed $100,000.  No person shall be eligible for the grant of an
Incentive Stock Option who owns or would own immediately before the grant
of such Stock Option, directly or indirectly, stock possessing more than
10% percent of the total combined voting power of all classes of stock of
the Company.  This restriction does not apply if, at the time such
Incentive Stock Option is granted, the Incentive Stock Option exercise
price is at least 110% of Fair Market Value on the date of grant and the
Incentive Stock Option by its terms is not exercisable after the expiration
of five years from the date of grant.

          (c)  No shares of Stock will be issued or transferred pursuant to
an Award unless and until all applicable requirements imposed by federal
and state securities laws and by any stock exchanges upon which the Stock
may be listed, have been fully met.  As a condition precedent to the
issuance of stock pursuant to the grant or exercise of an Award, the
Company may require the Participant to take any reasonable action to meet
such requirements.

          (d)  The Committee may, in its sole discretion, and upon such
terms and conditions as it shall determine, permit the exercise price
and/or withholding taxes to be paid in cash by the tender to the Company of
shares of Stock (including Restricted Stock, which shall be valued as if it
were not subject to restrictions on transfer or possibilities of
forfeiture) owned by the Participant.  If shares of Restricted Stock are
tendered as consideration for the exercise of an Option, a number of the
shares issued upon the exercise of such Option or for payment of
withholding taxes, equal to the number of shares of Restricted Stock
tendered, shall be subject to the same restrictions as the Restricted Stock
so tendered and any additional restrictions that may be imposed by the
Committee.  Each Option shall be reduced to writing in an Option Agreement
in such form as the Committee determines within a reasonable period after
the date of grant.

     Section 6.  RESTRICTED STOCK.  (a) The Committee shall determine which
Participants shall receive awards of Restricted Stock, the number of shares
of Restricted Stock to be awarded to each Participant, and the Restriction
Period and Conditions Precedent applicable thereto.  The Restriction Period
shall end on the earlier of the time set by the Committee or the death or
total and permanent disability of the Participant.  The Conditions
Precedent for each award of Restricted Stock shall be determined by the
Committee and may include individual or Company performance requirements,
conditions that the Participant shall remain an active full-time Employee
and that the Participant may not during the Restriction Period compete with
the Company or misuse its confidential information.  Shares of Restricted
Stock awarded under the Plan may not be transferred or assigned by the
Participant unless and until the Restriction Period has ended.

          (b)  If during the Restriction Period, the Participant fails to
perform any Condition Precedent in a manner satisfactory to the Committee,
any amounts paid by the Participant for the Restricted Stock under the Plan
shall be repaid, without interest, to the Participant, and thereafter all
of his right, title and interest in and to the shares of Restricted Stock
shall be forfeited and the Company shall cause such shares to be cancelled
or transferred free and clear of all restrictions to the Company treasury.

          (c)  Upon receipt of a notice from the Committee that an Award of
Restricted Stock has been made, the Participant shall execute and deliver
to the Company a blank stock power.  On the delivery to the Company of such
stock power, a certificate for the shares of Restricted Stock awarded
hereunder bearing such restrictive legend as the Committee may deem
appropriate will be registered in the name of the Participant and delivered
to the Company which will hold it in escrow for the Participant.  If such
shares of Restricted Stock are not forfeited as provided in Section 6(b)
above, the Company will deliver such certificates to the Participant or his
personal representative at the end of the Restriction Period.

          (d)  The Committee may, in its sole discretion, waive or reduce
any Restriction Period or Condition Precedent upon such terms and
conditions as it may, in its discretion, determine.

          (e)  Except for the restrictions on transfer, the delivery into
escrow, and the possibilities of forfeiture set forth above, upon the
issuance of a certificate for any award of Restricted Stock, the registered
owner thereof shall have all other rights in such shares, including rights
to vote such shares and receive dividends other than distributions of
shares of any class of stock issued by the Company which distributions
shall be delivered into escrow under the same Restriction Period and
Conditions Precedent as the shares of Restricted Stock from which they
derive.

          (f)  The Committee may grant a Stock Bonus to any Participant,
which shall vest and be payable at such times as the Committee may
determine.  The Committee may also determine that any Stock issued in
connection with the grant of a Stock Bonus shall be Restricted Stock on
such terms and conditions as the Committee may determine under Section 6.

     Section 7.  CANCELLATION OF AWARDS.  The Committee may permit the
voluntary surrender of all or a portion of any Award under Part I of the
Plan to be conditioned upon the granting to the Participant of a new Award
with terms the same as or different from those of the Award surrendered, or
may require such voluntary surrender as a condition precedent to a grant of
a new Award.  Such new Award shall be on such other terms and conditions
permitted under the Plan as are specified by the Committee at the time the
new Award is granted.  Upon surrender, the Award surrendered shall be
cancelled and the Stock previously subject to it shall be available for the
grant of other Awards.

     Section 8.  AMENDMENTS OF AWARDS.  The Committee may, subject to the
consent of the holder where the action may impair or adversely alter the
rights of the holder, at any time and from time to time after the grant of
an Award, modify the terms of any grant under Part I of the Plan to terms
not inconsistent with the provisions of the Plan.

     Section 9.  GENERAL PROVISIONS.

          (a)  Nothing in the Plan or any Award or any instrument executed
pursuant to the Plan will confer upon any Participant any right to continue
to be employed by the Company or affect the right of the Company to
terminate the employment of any Participant at any time, without notice,
and for any reason not specifically prohibited by law.

          (b)  No Participant and no beneficiary or other person claiming
under or through such Participant will have any right, title or interest in
or to any shares of Stock allocated or reserved under the Plan or subject
to any Option or Award except as to such shares of Stock, if any, that have
been issued or transferred to such Participant.

          (c)  The liability of the Company under this Plan or in
connection with any exercise of any Award is limited to the obligations
expressly set forth in the Plan and in the grant of any Award, and no term
or provision of this Plan or of any grant of any Award shall be construed
to impose any further or additional duties, obligations or costs on the
Company not expressly set forth in the Plan or any grant of any Award.

          (d)  The Company may make such provisions as it deems appropriate
to withhold any taxes the Company determines are required to be withheld in
connection with any Award, including, but not limited to, the withholding
of shares from an Award upon such terms and conditions as the Committee may
provide.  The Company may require the Participant to satisfy any relevant
tax requirements before authorizing any issuance of Stock or the payment of
any Award to the Participant.

          (e)  The Awards granted under the Plan shall become fully vested
and exercisable upon (i) the acquisition by any person (defined for the
purposes of this Section to mean any person within the meaning of Section
13(d) of the Securities Exchange Act of 1934 (the "Exchange Act")), other
than the Company or an employee benefit plan created by its Board for the
benefit of its Employees, either directly or indirectly, of the beneficial
ownership (determined under Rule 13d-3 of the Regulations promulgated by
the Securities and Exchange Commission ("SEC") under Section 13(d) of the
Exchange Act) of securities issued by the Company having 50% or more of the
voting power of all of the voting securities issued by the Company in the
election of directors at the next meeting of the holders of voting
securities to be held for such purpose, and such person acquired such
beneficial ownership without the prior consent of the Board; (ii) the
election of a majority of the directors, elected at any meeting of the
holders of voting securities of the Company, who were not nominated for
such election by the Board or a duly constituted committee of the Board; or
(iii) the dissolution, liquidation, reorganization, merger or consolidation
with or transfer of substantially all of the assets of the Company to
another person, provided that the Board does not approve such dissolution,
liquidation, reorganization, merger, consolidation, or transfer.

          (f)  Notwithstanding anything else in this Plan, the grant of an
Award to any Participant subject to Section 16 of the Exchange Act, must be
held by such Participant for not less than six months or such greater
period as the Committee may determine from the date such Award was granted.

     Section 10.  NO TRANSFER.  No Option, Restricted Stock or other
benefit under the Plan may be transferred other than by will or the laws of
descent and distribution; and no Option may be exercised during the life of
the Participant to whom it was granted except by such Participant.

     Section 11.  EFFECTIVE DATE OF THE PLAN.  The Plan, as restated, shall
become effective upon its approval by the affirmative vote of the holders
of a majority of the outstanding shares of Stock present, or represented,
and entitled to vote at the meeting of stockholders of the Company.  The
effective date of the grant of an Award shall be the date the Award is
granted by the Committee.

     Section 12.  AMENDMENT AND TERMINATION.  No Award shall be granted
under the Plan more than 10 years after the date the restated Plan is
approved by the stockholders of the Company.  The Board may at any time
terminate the Plan, or make such amendment to the Plan as it may deem
advisable; provided, however, that no amendment shall apply to the holder
of any Award if the amendment might impair or adversely alter the rights of
the holder, unless the holder consents to the amendment and no amendment
shall be made without the approval of a majority of the outstanding shares
of Stock present, or represented, and entitled to vote at a meeting of
stockholders duly held, if it would:

          (i)  Change the class of person eligible to receive Awards under
the Plan;

          (ii) Materially increase the benefits accruing to Participants
under the Plan;

          (iii) Increase the number of shares of Stock subject to the Plan;
or

          (iv) Transfer the administration of the Plan to any person who is
not a "disinterested administrator" under Rule 16b.

PART II-NONEMPLOYEE DIRECTORS

     Section 1.  DEFINITIONS.  All terms, when used in Part II of the Plan,
shall have the same meanings as used in Part I.

     Section 2.  STOCK SUBJECT TO THE PLAN.  (a) The aggregate number of
shares of Stock in respect of which Options may be exercised under Part II
of the Plan shall not exceed
50,000.

     (b)  If any Options granted under the Part II of the Plan are
cancelled, terminate or expire for any reason without having been exercised
in full, the shares of Stock related thereto shall be available again for
the purposes of Part II of the Plan.

     (c)  In the event of any change in the Stock, through
recapitalization, merger, consolidation, stock dividend or split,
combination or exchanges of shares or otherwise, the outstanding Options
shall be automatically adjusted to equitably reflect such change including,
but not limited to, adjusting the number of shares of Stock reserved under
the Plan or covered by outstanding Options, and the prices under
outstanding Options.

     (d)  Shares of Stock which are to be delivered under the Plan may be
obtained by the Company from its treasury, by purchases on the open market
or from private sources, or by issuing authorized but unissued shares of
its Stock.  Any issuance of authorized but unissued Stock shall be approved
by the Board.  Shares of authorized but unissued Stock may not be delivered
under the Plan if the purchase price thereof is less than the par value of
the Stock, unless an amount equal to the par value of the Stock delivered
is transferred to the capital of the Company.  No fractional shares of
Stock shall be issued or sold under the Plan nor shall any cash payment be
made in lieu of fractional shares.

     Section 3.  ELIGIBILITY.  Only Directors (other than Directors who are
employed by the Company) of the Company, shall be eligible to receive
Options under Part II of the Plan.

     Section 4.  STOCK OPTIONS.

          (a)  Each nonemployee Director shall be granted an Option to
purchase 2,000 shares of Stock (i) upon the initial approval of this Plan
by stockholders of the Company if the person is a Director on such date, or
(ii) when the nonemployee Director first becomes a Director if the person
is not a Director when the Plan is initially approved by stockholders.  All
grants under this Section shall be on the following terms:

               (i)  The Options shall all be Nonincentive Options.

               (ii) Each Option will have an exercise price equal to the
Fair Market Value of a share of Stock on the date the option was granted.

               (iii) Each Option shall become exercisable as to 50% of the
shares subject to the Option on completion of each full year prior to
termination of the Director's status as Director after the date the Option
was granted.

               (iv) Each Option shall lapse on the earliest of (a) the date
10 years after the date the Option was granted, or (b) the date 180 days
after the termination of the Director's status as Director.

               (v)  Notwithstanding the foregoing, each Option shall fully
vest and become completely exercisable upon the death or voluntary
retirement of the Director.

          (b)  Commencing in 1992, each nonemployee Director shall be
granted an Option to purchase 1,000 shares of Stock after the annual
meeting of the stockholders of the Company on the following terms:

               (i)  The Options shall all be Nonincentive Options.

               (ii) Each Option will have an exercise price equal to the
Fair Market Value of a share of Stock on the date the option was granted.

               (iii) Each Option shall become exercisable as to 50% of the
shares subject to the Option on completion of each full year prior to
termination of the Director's status as Director after the date the Option
was granted.

               (iv) Each Option shall lapse on the earliest of (a) the date
10 years after the date the Option was granted, or (b) the date 180 days
after the termination of the Director's status as Director.

               (v)  Notwithstanding the foregoing, each Option shall fully
vest and become completely exercisable upon the death or voluntary
retirement of the Director.

               (vi) A nonemployee Director who receives Options under
subsection (a) by reason of initially becoming a Director at the annual
meeting of the stockholders of the Company shall not receive Options under
this subsection (b) for such year.

          (c)  No shares of Stock will be issued or transferred pursuant to
an Option unless and until all applicable requirements imposed by federal
and state securities laws and by any stock exchanges upon which the Stock
may be listed, have been fully met.  As a condition precedent to the
issuance of shares pursuant to the grant or exercise of an Option, the
Company may require the Participant to take any reasonable action to meet
such requirements.

          (d)  The Company may, in its sole discretion, and upon such terms
and conditions as it shall determine, permit the exercise price and/or
withholding taxes to be paid in cash by the tender to the Company of shares
of Stock owned by the Participant.  Each Option shall be reduced to writing
in an Option Agreement in such form as the Company determines within a
reasonable period after the date of grant.

     Section 5.  GENERAL PROVISIONS.

          (a)  Nothing in the Plan or any Option or any instrument executed
pursuant to the Plan will confer upon any Participant any right to continue
to serve as a Director or affect the right of the Company to terminate the
status of Director of any Participant at any time, without notice, and for
any reason not specifically prohibited by law.

          (b)  No Participant and no beneficiary or other person claiming
under or through such Participant will have any right, title or interest in
or to any shares of Stock allocated or reserved under the Plan or subject
to any Option except as to such shares of Stock, if any, that have been
issued or transferred to such Participant.

          (c)  The liability of the Company under this Plan or in
connection with any exercise of any Option is limited to the obligations
expressly set forth in the Plan, and no term or provision of this Plan
shall be construed to impose any further or additional duties, obligations
or costs on the Company not expressly set forth in the Plan.

          (d)  The Company may make such provisions as it deems appropriate
to withhold any taxes the Company determines are required to be withheld in
connection with any Option, including, but not limited to, the withholding
of shares from an Option upon such terms and conditions as the Company may
provide.  The Company may require the Participant to satisfy any relevant
tax requirements before authorizing any issuance of Stock.

          (e)  The Awards granted under the Plan shall become fully vested
and exercisable upon (i) the acquisition by any person (defined for the
purposes of this Section to mean any person within the meaning of Section
13(d) of the Securities Exchange Act of 1934 (the "Exchange Act")), other
than the Company or an employee benefit plan created by its Board for the
benefit of its Employees, either directly or indirectly, of the beneficial
ownership (determined under Rule 13d-3 of the Regulations promulgated by
the Securities and Exchange Commission ("SEC") under Section 13(d) of the
Exchange Act) of securities issued by the Company having 50% or more of the
voting power of all of the voting securities issued by the Company in the
election of directors at the next meeting of the holders of voting
securities to be held for such purpose, and such person acquired such
beneficial ownership without the prior consent of the Board; (ii) the
election of a majority of the directors, elected at any meeting of the
holders of voting securities of the Company, who were not nominated for
such election by the Board or a duly constituted committee of the Board; or
(iii) the dissolution, liquidation, reorganization, merger or consolidation
with or transfer of substantially all of the assets of the Company to
another person, provided that the Board does not approve such dissolution,
liquidation, reorganization, merger, consolidation, or transfer.

     Section 6.  NO TRANSFER.  No Option may be transferred other than by
will or the laws of descent and distribution; and no Option may be
exercised during the life of the Participant to whom it was granted except
by such Participant.

     Section 7.  EFFECTIVE DATE OF THE PLAN.  The Plan shall become
effective upon its approval by the affirmative vote of the holders of a
majority of the outstanding shares of Stock present, or represented, and
entitled to vote at the meeting of stockholders of the Company.  The
effective date of the grant of an Option shall be the date of the
stockholder annual meeting with respect to which the Option is granted.

     Section 8.  AMENDMENT AND TERMINATION.  No Award shall be granted
under the Plan more than 10 years after the date the restated Plan is
approved by the stockholders of the Company.  The Board may at any time
terminate the Plan, or make such amendment to the Plan as it may deem
advisable; provided, however, that no amendment shall apply to the holder
of any Option if the amendment might impair or adversely alter the rights
of the holder, unless the holder consents to the amendment and no amendment
shall be made without the approval of a majority of the outstanding shares
of Stock present, or represented, and entitled to vote at a meeting of
stockholders duly held, if it would:

          (i)  Change the class of person eligible to receive Options under
the Plan;

          (ii) Materially increase the benefits accruing to Participants
under the Plan; or

          (iii) Increase the number of shares of Stock subject to the Plan.

7237T
04/01/91

EX-99

                                                        EXHIBIT 6

           ACCEL INTERNATIONAL CORPORATION 1987 STOCK INCENTIVE PLAN
                                        
                             STOCK OPTION AGREEMENT


     THIS STOCK OPTION AGREEMENT (the "Agreement") is between ACCEL
International Corporation, a Delaware corporation (the "Company"), and the
person whose name appears on the Schedule attached to this Agreement (the
"Optionee"), under the ACCEL International Corporation 1987 Stock Incentive
Plan (the "Plan").

     Because of exceptional services provided by the Optionee to the
Company, the Optionee has been granted one or more Options on the terms and
conditions set forth in this Agreement and the Schedule.

     SECTION 1.  DEFINITIONS.  Terms which are defined in the applicable
Plan will have the meaning set forth therein and the following terms will
have the following meanings when used in this Agreement:

     "EXPIRATION DATE" is the earlier of (a) the last date on which any
Options may be exercised, as set forth Section 4 and in the Schedule, or
(1)) the date ten years after the date the Option was grant.

     "SCHEDULE" means the schedule attached to the end of this Agreement
listing information about the Options being granted to the Optionee.

     SECTION 2.  OPTIONS.  The Optionee is hereby granted Options to
purchase Stock as set forth and under the terms contained in the Schedule.

     SECTION 3.  EXERCISE OF RIGHTS.

          3.1.  TIMES WHEN SHARES CAN BE BOUGHT.  Subject to the provisions
of the Plan, Options will become exercisable as set forth on the Schedule.

          3.2.  NOTICE.  If the Optionee wishes to exercise any of the
Optionee's rights, the Optionee must give notice of exercise to the Company
at the Company's principal office.  The Optionee must give the notice in
writing and must use a form provided by the Committee.  The Optionee must
include with the notice full payment for any Stock being bought under any
Option.  The notice and payment must be delivered to the Company before the
Expiration Date.

          3.3.  PAYMENT.

               3.3.1.  CONSIDERATION.  Payment of the option price for any
Stock being bought under an Option must be made by certified or bank check
or by delivering to the Company certificates representing the Company's
Stock which the Optionee already owns.  If the Optionee pays by delivering
Stock of the Company, the Optionee must include with the Notice of Exercise
the certificates for such Stock duly endorsed for transfer.  The Company
will value the Stock delivered by the Optionee at their Fair Market Value
on the date of receipt as set forth in the Plan and, if the Fair Market
Value of the Stock delivered by the Optionee exceeds the amount required
under this Section 3.3, will return to the Optionee cash in an amount equal
to the Fair Market Value, so determined, of any fractional portion of a
share of Stock exceeding the amount required and will issue or cause to be
issued a certificate for any whole share of Stock exceeding the amount
required.  The Company undertakes no responsibility with respect to
liability under Section 16 of the Securities Exchange Act of 1934, and the
Optionee agrees to take full responsibility with respect to such liability.

               3.3.2.  WITHHOLDING.  The Optionee may not buy any Stock
under an Option unless, at the time the Optionee gives Notice of Exercise
to the Company, the Optionee includes with the notice payment by a
certified or bank check of all local, state or federal withholding taxes
due on account of buying Stock under the Option or gives other assurance of
the payment to the Company of those withholding taxes satisfactory to the
Committee.

          3.4.  TRANSFER.  The Company shall deliver certificates made out
in the name of the Optionee for Stock bought under an Option as soon as
practicable after receiving payment for the Stock and for any taxes under
Section 3.3 and all documents required under the Plan and the Agreement.
If the Plan or any law, regulation or interpretation requires the Company
to take any action regarding the Stock before the Company issues
certificates for the Stock being bought, the Company may delay delivering
the certificates for those Stock for the period necessary to take that
action.

     SECTION 4.  TERMINATION.

          4.1.  EMPLOYEES.  Unless indicated otherwise on the Schedule, all
Options granted to an Optionee who is an Employee will lapse 180 days after
the Optionee terminates employment with the Company but in no event later
than the tenth anniversary of the date of grant), except (a) if such
termination is the result of the Optionee's gross misconduct or neglect as
determined by the Committee, all Options will lapse immediately on
Termination, and (b) if the Termination is the result of the death of the
Optionee, all Options granted to the Optionee will lapse 180 days after the
death of the Optionee (but in no event later than the tenth anniversary of
the date of grant).

          4.2.  DIRECTORS.  Unless the Schedule provides that an Option
will lapse later, all Options granted to an Optionee who is a Director but
not employed by the Company shall lapse 180 days after the Optionee's
status as a Director has terminated for any reason (but in no event later
than the tenth anniversary of the date of grant).

     SECTION 5.  PLAN TO GOVERN.  This Agreement is made under the
provisions of the Plan and all of the provisions of the Plan are also
provisions of this Agreement.  If there is a difference or conflict between
the provisions of this Agreement and the provisions of the Plan, the
provisions of the Plan will govern.  By signing this Agreement, the
Optionee confirms that Optionee has received a copy of the Plan.

     SECTION 6.  CHANGE OF CONTROL.  The Optionee will become fully vested
in all Options and may immediately exercise all Options, notwithstanding
the rate of which such Options become exercisable under the Schedule, upon
the occurrence of one of the following events:

          6.1.  TAKEOVER.  The acquisition by any person (defined for
purposes of this Agreement to mean any person within the meaning of Section
13(d) of the Securities Exchange Act of 1934 (the "Exchange Act")), other
than the Company or an employee benefit plan created by the Company's board
of directors for the benefit of its Employees, either directly or
indirectly, of the beneficial ownership (determined under Rule 13d-3 of the
Regulations promulgated by the Securities and Exchange Commission under
Section 13(d) of the Exchange Act) of securities issued by the Company
having 50% or more of the voting power of all the voting securities issued
by the Company in the election of directors at the next meeting of the
holders of voting securities to be held for such purpose, and such person
acquired such beneficial ownership without prior consent of the Company's
board of directors.

          6.2.  PROXY DISPUTE.  The election of a majority of the
directors, elected at any meeting of the holders voting securities of the
Company, who were not nominated for such election by the Company's board of
directors or a duly constituted committee of such board.

          6.3.  DISSOLUTION.  The dissolution, liquidation, reorganization,
merger, or consolidation with or transfer of substantially all the assets
of the Company to another person, provided that the Company's board of
directors does not approve such dissolution, liquidation, reorganization,
merger, consolidation, or transfer.

     SECTION 7.  MISCELLANEOUS.

          7.1.  ENTIRE AGREEMENT.  This Agreement and the Plan contain all
of the understandings between the Company and the Optionee concerning all
Options and payments granted under the Plan, and includes all earlier
negotiations and understanding.  The Company and the Optionee have made no
promises, agreements, conditions or understandings, either orally or in
writing, that are not contained in this Agreement or the Plan.

          7.2.  EMPLOYMENT.  By establishing the Plan, granting rights
under the Plan and entering into this Agreement, the Company does not give
the Optionee any right to continue to be employed by or associated with the
Company or to be entitled to any remuneration or benefits not set forth in
this Agreement or the Plan.  This Agreement and the Plan will not interfere
with or limit the right of the Company to end the Optionee '5 employment or
association at any time.

          7.3.  CAPTIONS.  The captions and section numbers appearing in
this Agreement are inserted only as a matter of convenience.  They do not
define, limit, construe or describe the scope or intent of the provisions
of this Agreement.

          7.4.  COUNTERPARTS.  This Agreement may be executed in
counterparts, each of which when signed by the Company and the Optionee
will be deemed an original and all of which together will be deemed the
same Agreement.

          7.5.  NOTICE.  Any notice or communication having to do with this
Agreement must be given by personal delivery or by certified mail, return
receipt requested, addressed, if to the Company or the Committee, at the
principal office of the Company and, if to the Optionee, at the Optionee's
last known address on the personnel records of the Company.

          7.6.  AMENDMENT.  This Agreement may be amended by the Company as
provided by the Plan.  However, unless the Optionee consents, the Company
cannot amend this Agreement if the amendment will materially change or
impair the Optionee's rights under this Agreement and such change will not
be to the Optionee's benefit.

          7.7.  TRANSFER AND SUCCESSION.  The Optionee may not sell, give,
transfer, encumber or assign, or use as collateral, any of the Optionee's
rights under this Agreement or the Plan other than by will or the laws of
decent and distribution.  If an Option is exercisable after the Optionee's
death, the personal representative of the Optionee 5 estate shall have the
right to exercise such options subject to Section 4.  Each and all of the
provisions of this Agreement are binding upon and inure to the benefit of
the Company and the Optionee and their heirs, successors and assigns.

          7.8.  GOVERNING LAW.  This Agreement shall be governed and
construed exclusively in accordance with the law of the State of Ohio
applicable to agreements to be performed in the State of Ohio to the extent
it may apply.

     IN WITNESS WHEREOF the Company and Optionee have caused this Agreement
to be signed and delivered as of the date set forth on the Schedule.

                         ACCEL INTERNATIONAL CORPORATION

                         By: /S/ R. MAX WILLIAMSON
                         Its:


                         OPTIONEE

                         /S/ DAVID T. CHASE

                         Signature


                         Print Name





                       SCHEDULE TO STOCK OPTION AGREEMENT
                                        
                              Dated:  June 4, 1991
                                        
                  Between ACCEL International Corporation And:

Optionee's Name:                      David T. Chase

Optionee's Address:                   96 High Ridge Road
                                      West Hartford, CT  06117

Optionee's Social Security No.:       ###-##-####

Date of Grant of Options:             June 4, 1991

Date That Each Option Expires:        June 3, 2001


                     Shares Subject          Price Per
                        TO OPTION              SHARE

Nonincentive
Option:                   2,000              $9.75

Vesting Schedule:                            Exercisable as to 50% of the
                                             shares granted per year.


THIS SCHEDULE IS AN IMPORTANT PART OF YOUR STOCK OPTION AGREEMENT AND
SHOULD BE ATTACHED TO IT.


                                   /S/ R. MAX WILLIAMSON

                                   R. Max Williamson, President and
                                   Chief Executive Officer


                                   /S/ DAVID T. CHASE                
                                   David T. Chase

EX-99

                                                        EXHIBIT 7


           ACCEL INTERNATIONAL CORPORATION 1987 STOCK INCENTIVE PLAN
                                        
                             STOCK OPTION AGREEMENT


     THIS STOCK OPTION AGREEMENT (the "Agreement") is between ACCEL
International Corporation, a Delaware corporation (the "Company"), and the
person whose name appears on the Schedule attached to this Agreement (the
"Optionee"), under the ACCEL International Corporation 1987 Stock Incentive
Plan (the "Plan").

     Because of exceptional services provided by the Optionee to the
Company, the Optionee has been granted one or more Options on the terms and
conditions set forth in this Agreement and the Schedule.

     SECTION 1.  DEFINITIONS.  Terms which are defined in the applicable
Plan will have the meaning set forth therein and the following terms will
have the following meanings when used in this Agreement:

     "EXPIRATION DATE" is the earlier of (a) the last date on which any
Options may be exercised, as set forth Section 4 and in the Schedule, or
(1)) the date ten years after the date the Option was grant.

     "SCHEDULE" means the schedule attached to the end of this Agreement
listing information about the Options being granted to the Optionee.

     SECTION 2.  OPTIONS.  The Optionee is hereby granted Options to
purchase Stock as set forth and under the terms contained in the Schedule.

     SECTION 3.  EXERCISE OF RIGHTS.

          3.1.  TIMES WHEN SHARES CAN BE BOUGHT.  Subject to the provisions
of the Plan, Options will become exercisable as set forth on the Schedule.

          3.2.  NOTICE.  If the Optionee wishes to exercise any of the
Optionee's rights, the Optionee must give notice of exercise to the Company
at the Company's principal office.  The Optionee must give the notice in
writing and must use a form provided by the Committee.  The Optionee must
include with the notice full payment for any Stock being bought under any
Option.  The notice and payment must be delivered to the Company before the
Expiration Date.

          3.3.  PAYMENT.

               3.3.1.  CONSIDERATION.  Payment of the option price for any
Stock being bought under an Option must be made by certified or bank check
or by delivering to the Company certificates representing the Company's
Stock which the Optionee already owns.  If the Optionee pays by delivering
Stock of the Company, the Optionee must include with the Notice of Exercise
the certificates for such Stock duly endorsed for transfer.  The Company
will value the Stock delivered by the Optionee at their Fair Market Value
on the date of receipt as set forth in the Plan and, if the Fair Market
Value of the Stock delivered by the Optionee exceeds the amount required
under this Section 3.3, will return to the Optionee cash in an amount equal
to the Fair Market Value, so determined, of any fractional portion of a
share of Stock exceeding the amount required and will issue or cause to be
issued a certificate for any whole share of Stock exceeding the amount
required.  The Company undertakes no responsibility with respect to
liability under Section 16 of the Securities Exchange Act of 1934, and the
Optionee agrees to take full responsibility with respect to such liability.

               3.3.2.  WITHHOLDING.  The Optionee may not buy any Stock
under an Option unless, at the time the Optionee gives Notice of Exercise
to the Company, the Optionee includes with the notice payment by a
certified or bank check of all local, state or federal withholding taxes
due on account of buying Stock under the Option or gives other assurance of
the payment to the Company of those withholding taxes satisfactory to the
Committee.

          3.4.  TRANSFER.  The Company shall deliver certificates made out
in the name of the Optionee for Stock bought under an Option as soon as
practicable after receiving payment for the Stock and for any taxes under
Section 3.3 and all documents required under the Plan and the Agreement.
If the Plan or any law, regulation or interpretation requires the Company
to take any action regarding the Stock before the Company issues
certificates for the Stock being bought, the Company may delay delivering
the certificates for those Stock for the period necessary to take that
action.

     SECTION 4.  TERMINATION.

          4.1.  EMPLOYEES.  Unless indicated otherwise on the Schedule, all
Options granted to an Optionee who is an Employee will lapse 180 days after
the Optionee terminates employment with the Company but in no event later
than the tenth anniversary of the date of grant), except (a) if such
termination is the result of the Optionee's gross misconduct or neglect as
determined by the Committee, all Options will lapse immediately on
Termination, and (b) if the Termination is the result of the death of the
Optionee, all Options granted to the Optionee will lapse 180 days after the
death of the Optionee (but in no event later than the tenth anniversary of
the date of grant).

          4.2.  DIRECTORS.  Unless the Schedule provides that an Option
will lapse later, all Options granted to an Optionee who is a Director but
not employed by the Company shall lapse 180 days after the Optionee's
status as a Director has terminated for any reason (but in no event later
than the tenth anniversary of the date of grant).

     SECTION 5.  PLAN TO GOVERN.  This Agreement is made under the
provisions of the Plan and all of the provisions of the Plan are also
provisions of this Agreement.  If there is a difference or conflict between
the provisions of this Agreement and the provisions of the Plan, the
provisions of the Plan will govern.  By signing this Agreement, the
Optionee confirms that Optionee has received a copy of the Plan.

     SECTION 6.  CHANGE OF CONTROL.  The Optionee will become fully vested
in all Options and may immediately exercise all Options, notwithstanding
the rate of which such Options become exercisable under the Schedule, upon
the occurrence of one of the following events:

          6.1.  TAKEOVER.  The acquisition by any person (defined for
purposes of this Agreement to mean any person within the meaning of Section
13(d) of the Securities Exchange Act of 1934 (the "Exchange Act")), other
than the Company or an employee benefit plan created by the Company's board
of directors for the benefit of its Employees, either directly or
indirectly, of the beneficial ownership (determined under Rule 13d-3 of the
Regulations promulgated by the Securities and Exchange Commission under
Section 13(d) of the Exchange Act) of securities issued by the Company
having 50% or more of the voting power of all the voting securities issued
by the Company in the election of directors at the next meeting of the
holders of voting securities to be held for such purpose, and such person
acquired such beneficial ownership without prior consent of the Company's
board of directors.

          6.2.  PROXY DISPUTE.  The election of a majority of the
directors, elected at any meeting of the holders voting securities of the
Company, who were not nominated for such election by the Company's board of
directors or a duly constituted committee of such board.

          6.3.  DISSOLUTION.  The dissolution, liquidation, reorganization,
merger, or consolidation with or transfer of substantially all the assets
of the Company to another person, provided that the Company's board of
directors does not approve such dissolution, liquidation, reorganization,
merger, consolidation, or transfer.

     SECTION 7.  MISCELLANEOUS.

          7.1.  ENTIRE AGREEMENT.  This Agreement and the Plan contain all
of the understandings between the Company and the Optionee concerning all
Options and payments granted under the Plan, and includes all earlier
negotiations and understanding.  The Company and the Optionee have made no
promises, agreements, conditions or understandings, either orally or in
writing, that are not contained in this Agreement or the Plan.

          7.2.  EMPLOYMENT.  By establishing the Plan, granting rights
under the Plan and entering into this Agreement, the Company does not give
the Optionee any right to continue to be employed by or associated with the
Company or to be entitled to any remuneration or benefits not set forth in
this Agreement or the Plan.  This Agreement and the Plan will not interfere
with or limit the right of the Company to end the Optionee '5 employment or
association at any time.

          7.3.  CAPTIONS.  The captions and section numbers appearing in
this Agreement are inserted only as a matter of convenience.  They do not
define, limit, construe or describe the scope or intent of the provisions
of this Agreement.

          7.4.  COUNTERPARTS.  This Agreement may be executed in
counterparts, each of which when signed by the Company and the Optionee
will be deemed an original and all of which together will be deemed the
same Agreement.

          7.5.  NOTICE.  Any notice or communication having to do with this
Agreement must be given by personal delivery or by certified mail, return
receipt requested, addressed, if to the Company or the Committee, at the
principal office of the Company and, if to the Optionee, at the Optionee's
last known address on the personnel records of the Company.

          7.6.  AMENDMENT.  This Agreement may be amended by the Company as
provided by the Plan.  However, unless the Optionee consents, the Company
cannot amend this Agreement if the amendment will materially change or
impair the Optionee's rights under this Agreement and such change will not
be to the Optionee's benefit.

          7.7.  TRANSFER AND SUCCESSION.  The Optionee may not sell, give,
transfer, encumber or assign, or use as collateral, any of the Optionee's
rights under this Agreement or the Plan other than by will or the laws of
decent and distribution.  If an Option is exercisable after the Optionee's
death, the personal representative of the Optionee 5 estate shall have the
right to exercise such options subject to Section 4.  Each and all of the
provisions of this Agreement are binding upon and inure to the benefit of
the Company and the Optionee and their heirs, successors and assigns.

          7.8.  GOVERNING LAW.  This Agreement shall be governed and
construed exclusively in accordance with the law of the State of Ohio
applicable to agreements to be performed in the State of Ohio to the extent
it may apply.

     IN WITNESS WHEREOF the Company and Optionee have caused this Agreement
to be signed and delivered as of the date set forth on the Schedule.

                         ACCEL INTERNATIONAL CORPORATION

                         By: /S/ R. MAX WILLIAMSON
                         Its:


                         OPTIONEE

                         /S/ DAVID T. CHASE

                         Signature


                         Print Name





                                    SCHEDULE
                                       TO
                             STOCK OPTION AGREEMENT

IDENTIFICATION.

     1.   Name of Optionee:                     David T. Chase

     2.   Address of Optionee:                  96 High Ridge Road
                                                West Hartford, CT 06117

     3.   Social Security Number of Optionee:   ###-##-####

     4.   Date of Option Agreement:             June 2, 1992

TERMS OF GRANT.

     1.   Number of shares under the ACCEL International Corporation
          1987 Stock Incentive Plan:
          (a)  Incentive Option:                                  -0-
          (b)  Nonincentive Option:                               1,000

     2.   Fair Market Value per Share as of date of grant:        $5.88

     3.   Price per Share:                                        $5.88

     4.   Date of Grant:                                          June 2, 1992

     5.   Expiration Date:                                        June 1, 2002

     6.   Rate at which Option becomes exercisable:
                                                  % of Total Shares as to which
               DATE                                 OPTION IS THEN EXERCISABLE

        June 2, 1993                                             50%
        June 2, 1994                                             50%

     7.   Conditions Precedent:                                  None

THIS SCHEDULE IS AN IMPORTANT PART OF YOUR STOCK OPTION AGREEMENT AND
SHOULD BE ATTACHED TO IT.

                                   /S/ R. MAX WILLIAMSON

                                   R. Max Williamson, President and
                                   Chief Executive Officer

                                   /S/ DAVID T. CHASE

                                   David T. Chase

EX-99

                                                        EXHIBIT 8

           ACCEL INTERNATIONAL CORPORATION 1987 STOCK INCENTIVE PLAN
                                        
                             STOCK OPTION AGREEMENT


     THIS STOCK OPTION AGREEMENT (the "Agreement") is between ACCEL
International Corporation, a Delaware corporation (the "Company"), and the
person whose name appears on the Schedule attached to this Agreement (the
"Optionee"), under the ACCEL International Corporation 1987 Stock Incentive
Plan (the "Plan").

     Because of exceptional services provided by the Optionee to the
Company, the Optionee has been granted one or more Options on the terms and
conditions set forth in this Agreement and the Schedule.

     SECTION 1.  DEFINITIONS.  Terms which are defined in the applicable
Plan will have the meaning set forth therein and the following terms will
have the following meanings when used in this Agreement:

     "EXPIRATION DATE" is the earlier of (a) the last date on which any
Options may be exercised, as set forth Section 4 and in the Schedule, or
(1)) the date ten years after the date the Option was grant.

     "SCHEDULE" means the schedule attached to the end of this Agreement
listing information about the Options being granted to the Optionee.

     SECTION 2.  OPTIONS.  The Optionee is hereby granted Options to
purchase Stock as set forth and under the terms contained in the Schedule.

     SECTION 3.  EXERCISE OF RIGHTS.

          3.1.  TIMES WHEN SHARES CAN BE BOUGHT.  Subject to the provisions
of the Plan, Options will become exercisable as set forth on the Schedule.

          3.2.  NOTICE.  If the Optionee wishes to exercise any of the
Optionee's rights, the Optionee must give notice of exercise to the Company
at the Company's principal office.  The Optionee must give the notice in
writing and must use a form provided by the Committee.  The Optionee must
include with the notice full payment for any Stock being bought under any
Option.  The notice and payment must be delivered to the Company before the
Expiration Date.

          3.3.  PAYMENT.

               3.3.1.  CONSIDERATION.  Payment of the option price for any
Stock being bought under an Option must be made by certified or bank check
or by delivering to the Company certificates representing the Company's
Stock which the Optionee already owns.  If the Optionee pays by delivering
Stock of the Company, the Optionee must include with the Notice of Exercise
the certificates for such Stock duly endorsed for transfer.  The Company
will value the Stock delivered by the Optionee at their Fair Market Value
on the date of receipt as set forth in the Plan and, if the Fair Market
Value of the Stock delivered by the Optionee exceeds the amount required
under this Section 3.3, will return to the Optionee cash in an amount equal
to the Fair Market Value, so determined, of any fractional portion of a
share of Stock exceeding the amount required and will issue or cause to be
issued a certificate for any whole share of Stock exceeding the amount
required.  The Company undertakes no responsibility with respect to
liability under Section 16 of the Securities Exchange Act of 1934, and the
Optionee agrees to take full responsibility with respect to such liability.

               3.3.2.  WITHHOLDING.  The Optionee may not buy any Stock
under an Option unless, at the time the Optionee gives Notice of Exercise
to the Company, the Optionee includes with the notice payment by a
certified or bank check of all local, state or federal withholding taxes
due on account of buying Stock under the Option or gives other assurance of
the payment to the Company of those withholding taxes satisfactory to the
Committee.

          3.4.  TRANSFER.  The Company shall deliver certificates made out
in the name of the Optionee for Stock bought under an Option as soon as
practicable after receiving payment for the Stock and for any taxes under
Section 3.3 and all documents required under the Plan and the Agreement.
If the Plan or any law, regulation or interpretation requires the Company
to take any action regarding the Stock before the Company issues
certificates for the Stock being bought, the Company may delay delivering
the certificates for those Stock for the period necessary to take that
action.

     SECTION 4.  TERMINATION.

          4.1.  EMPLOYEES.  Unless indicated otherwise on the Schedule, all
Options granted to an Optionee who is an Employee will lapse 180 days after
the Optionee terminates employment with the Company but in no event later
than the tenth anniversary of the date of grant), except (a) if such
termination is the result of the Optionee's gross misconduct or neglect as
determined by the Committee, all Options will lapse immediately on
Termination, and (b) if the Termination is the result of the death of the
Optionee, all Options granted to the Optionee will lapse 180 days after the
death of the Optionee (but in no event later than the tenth anniversary of
the date of grant).

          4.2.  DIRECTORS.  Unless the Schedule provides that an Option
will lapse later, all Options granted to an Optionee who is a Director but
not employed by the Company shall lapse 180 days after the Optionee's
status as a Director has terminated for any reason (but in no event later
than the tenth anniversary of the date of grant).

     SECTION 5.  PLAN TO GOVERN.  This Agreement is made under the
provisions of the Plan and all of the provisions of the Plan are also
provisions of this Agreement.  If there is a difference or conflict between
the provisions of this Agreement and the provisions of the Plan, the
provisions of the Plan will govern.  By signing this Agreement, the
Optionee confirms that Optionee has received a copy of the Plan.

     SECTION 6.  CHANGE OF CONTROL.  The Optionee will become fully vested
in all Options and may immediately exercise all Options, notwithstanding
the rate of which such Options become exercisable under the Schedule, upon
the occurrence of one of the following events:

          6.1.  TAKEOVER.  The acquisition by any person (defined for
purposes of this Agreement to mean any person within the meaning of Section
13(d) of the Securities Exchange Act of 1934 (the "Exchange Act")), other
than the Company or an employee benefit plan created by the Company's board
of directors for the benefit of its Employees, either directly or
indirectly, of the beneficial ownership (determined under Rule 13d-3 of the
Regulations promulgated by the Securities and Exchange Commission under
Section 13(d) of the Exchange Act) of securities issued by the Company
having 50% or more of the voting power of all the voting securities issued
by the Company in the election of directors at the next meeting of the
holders of voting securities to be held for such purpose, and such person
acquired such beneficial ownership without prior consent of the Company's
board of directors.

          6.2.  PROXY DISPUTE.  The election of a majority of the
directors, elected at any meeting of the holders voting securities of the
Company, who were not nominated for such election by the Company's board of
directors or a duly constituted committee of such board.

          6.3.  DISSOLUTION.  The dissolution, liquidation, reorganization,
merger, or consolidation with or transfer of substantially all the assets
of the Company to another person, provided that the Company's board of
directors does not approve such dissolution, liquidation, reorganization,
merger, consolidation, or transfer.

     SECTION 7.  MISCELLANEOUS.

          7.1.  ENTIRE AGREEMENT.  This Agreement and the Plan contain all
of the understandings between the Company and the Optionee concerning all
Options and payments granted under the Plan, and includes all earlier
negotiations and understanding.  The Company and the Optionee have made no
promises, agreements, conditions or understandings, either orally or in
writing, that are not contained in this Agreement or the Plan.

          7.2.  EMPLOYMENT.  By establishing the Plan, granting rights
under the Plan and entering into this Agreement, the Company does not give
the Optionee any right to continue to be employed by or associated with the
Company or to be entitled to any remuneration or benefits not set forth in
this Agreement or the Plan.  This Agreement and the Plan will not interfere
with or limit the right of the Company to end the Optionee '5 employment or
association at any time.

          7.3.  CAPTIONS.  The captions and section numbers appearing in
this Agreement are inserted only as a matter of convenience.  They do not
define, limit, construe or describe the scope or intent of the provisions
of this Agreement.

          7.4.  COUNTERPARTS.  This Agreement may be executed in
counterparts, each of which when signed by the Company and the Optionee
will be deemed an original and all of which together will be deemed the
same Agreement.

          7.5.  NOTICE.  Any notice or communication having to do with this
Agreement must be given by personal delivery or by certified mail, return
receipt requested, addressed, if to the Company or the Committee, at the
principal office of the Company and, if to the Optionee, at the Optionee's
last known address on the personnel records of the Company.

          7.6.  AMENDMENT.  This Agreement may be amended by the Company as
provided by the Plan.  However, unless the Optionee consents, the Company
cannot amend this Agreement if the amendment will materially change or
impair the Optionee's rights under this Agreement and such change will not
be to the Optionee's benefit.

          7.7.  TRANSFER AND SUCCESSION.  The Optionee may not sell, give,
transfer, encumber or assign, or use as collateral, any of the Optionee's
rights under this Agreement or the Plan other than by will or the laws of
decent and distribution.  If an Option is exercisable after the Optionee's
death, the personal representative of the Optionee 5 estate shall have the
right to exercise such options subject to Section 4.  Each and all of the
provisions of this Agreement are binding upon and inure to the benefit of
the Company and the Optionee and their heirs, successors and assigns.

          7.8.  GOVERNING LAW.  This Agreement shall be governed and
construed exclusively in accordance with the law of the State of Ohio
applicable to agreements to be performed in the State of Ohio to the extent
it may apply.

     IN WITNESS WHEREOF the Company and Optionee have caused this Agreement
to be signed and delivered as of the date set forth on the Schedule.

                         ACCEL INTERNATIONAL CORPORATION

                         By: /S/ R. MAX WILLIAMSON
                         Its:


                         OPTIONEE

                         /S/ DAVID T. CHASE

                         Signature


                         Print Name





                                    SCHEDULE
                                       TO
                             STOCK OPTION AGREEMENT

IDENTIFICATION.

     1.   Name of Optionee:                       David T. Chase

     2.   Address of Optionee:                    96 High Ridge Road
                                                  West Hartford, CT 06117

     3.   Social Security Number of Optionee:     ###-##-####

     4.   Date of Option Agreement:               May 25, 1993

TERMS OF GRANT.

     1.   Number of shares under the ACCEL International Corporation
          1987 Stock Incentive Plan:
          (a)  Incentive Option:                             -0-
          (b)  Nonincentive Option:                          1,000

     2.   Fair Market Value per Share as of date of grant:   $3.50

     3.   Price per Share:                                   $3.50

     4.   Date of Grant:                                     May 25, 1993

     5.   Expiration Date:                                   May 24, 2003

     6.   Rate at which Option becomes exercisable:
                                                   % of Total Shares as to which
               DATE                                  OPTION IS THEN EXERCISABLE

        May 25, 1994                                              50%
        May 25, 1995                                              50%

     7.   Conditions Precedent:                                   None

THIS SCHEDULE IS AN IMPORTANT PART OF YOUR STOCK OPTION AGREEMENT AND
SHOULD BE ATTACHED TO IT.

                                   /S/ R. MAX WILLIAMSON

                                   R. Max Williamson, President and
                                   Chief Executive Officer

                                   /S/ DAVID T. CHASE

                                   David T. Chase

EX-99

                                                        EXHIBIT 9

           ACCEL INTERNATIONAL CORPORATION 1987 STOCK INCENTIVE PLAN
                                        
                             STOCK OPTION AGREEMENT


     THIS STOCK OPTION AGREEMENT (the "Agreement") is between ACCEL
International Corporation, a Delaware corporation (the "Company"), and the
person whose name appears on the Schedule attached to this Agreement (the
"Optionee"), under the ACCEL International Corporation 1987 Stock Incentive
Plan (the "Plan").

     Because of exceptional services provided by the Optionee to the
Company, the Optionee has been granted one or more Options on the terms and
conditions set forth in this Agreement and the Schedule.

     SECTION 1.  DEFINITIONS.  Terms which are defined in the applicable
Plan will have the meaning set forth therein and the following terms will
have the following meanings when used in this Agreement:

     "EXPIRATION DATE" is the earlier of (a) the last date on which any
Options may be exercised, as set forth Section 4 and in the Schedule, or
(1)) the date ten years after the date the Option was grant.

     "SCHEDULE" means the schedule attached to the end of this Agreement
listing information about the Options being granted to the Optionee.

     SECTION 2.  OPTIONS.  The Optionee is hereby granted Options to
purchase Stock as set forth and under the terms contained in the Schedule.

     SECTION 3.  EXERCISE OF RIGHTS.

          3.1.  TIMES WHEN SHARES CAN BE BOUGHT.  Subject to the provisions
of the Plan, Options will become exercisable as set forth on the Schedule.

          3.2.  NOTICE.  If the Optionee wishes to exercise any of the
Optionee's rights, the Optionee must give notice of exercise to the Company
at the Company's principal office.  The Optionee must give the notice in
writing and must use a form provided by the Committee.  The Optionee must
include with the notice full payment for any Stock being bought under any
Option.  The notice and payment must be delivered to the Company before the
Expiration Date.

          3.3.  PAYMENT.

               3.3.1.  CONSIDERATION.  Payment of the option price for any
Stock being bought under an Option must be made by certified or bank check
or by delivering to the Company certificates representing the Company's
Stock which the Optionee already owns.  If the Optionee pays by delivering
Stock of the Company, the Optionee must include with the Notice of Exercise
the certificates for such Stock duly endorsed for transfer.  The Company
will value the Stock delivered by the Optionee at their Fair Market Value
on the date of receipt as set forth in the Plan and, if the Fair Market
Value of the Stock delivered by the Optionee exceeds the amount required
under this Section 3.3, will return to the Optionee cash in an amount equal
to the Fair Market Value, so determined, of any fractional portion of a
share of Stock exceeding the amount required and will issue or cause to be
issued a certificate for any whole share of Stock exceeding the amount
required.  The Company undertakes no responsibility with respect to
liability under Section 16 of the Securities Exchange Act of 1934, and the
Optionee agrees to take full responsibility with respect to such liability.

               3.3.2.  WITHHOLDING.  The Optionee may not buy any Stock
under an Option unless, at the time the Optionee gives Notice of Exercise
to the Company, the Optionee includes with the notice payment by a
certified or bank check of all local, state or federal withholding taxes
due on account of buying Stock under the Option or gives other assurance of
the payment to the Company of those withholding taxes satisfactory to the
Committee.

          3.4.  TRANSFER.  The Company shall deliver certificates made out
in the name of the Optionee for Stock bought under an Option as soon as
practicable after receiving payment for the Stock and for any taxes under
Section 3.3 and all documents required under the Plan and the Agreement.
If the Plan or any law, regulation or interpretation requires the Company
to take any action regarding the Stock before the Company issues
certificates for the Stock being bought, the Company may delay delivering
the certificates for those Stock for the period necessary to take that
action.

     SECTION 4.  TERMINATION.

          4.1.  EMPLOYEES.  Unless indicated otherwise on the Schedule, all
Options granted to an Optionee who is an Employee will lapse 180 days after
the Optionee terminates employment with the Company but in no event later
than the tenth anniversary of the date of grant), except (a) if such
termination is the result of the Optionee's gross misconduct or neglect as
determined by the Committee, all Options will lapse immediately on
Termination, and (b) if the Termination is the result of the death of the
Optionee, all Options granted to the Optionee will lapse 180 days after the
death of the Optionee (but in no event later than the tenth anniversary of
the date of grant).

          4.2.  DIRECTORS.  Unless the Schedule provides that an Option
will lapse later, all Options granted to an Optionee who is a Director but
not employed by the Company shall lapse 180 days after the Optionee's
status as a Director has terminated for any reason (but in no event later
than the tenth anniversary of the date of grant).

     SECTION 5.  PLAN TO GOVERN.  This Agreement is made under the
provisions of the Plan and all of the provisions of the Plan are also
provisions of this Agreement.  If there is a difference or conflict between
the provisions of this Agreement and the provisions of the Plan, the
provisions of the Plan will govern.  By signing this Agreement, the
Optionee confirms that Optionee has received a copy of the Plan.

     SECTION 6.  CHANGE OF CONTROL.  The Optionee will become fully vested
in all Options and may immediately exercise all Options, notwithstanding
the rate of which such Options become exercisable under the Schedule, upon
the occurrence of one of the following events:

          6.1.  TAKEOVER.  The acquisition by any person (defined for
purposes of this Agreement to mean any person within the meaning of Section
13(d) of the Securities Exchange Act of 1934 (the "Exchange Act")), other
than the Company or an employee benefit plan created by the Company's board
of directors for the benefit of its Employees, either directly or
indirectly, of the beneficial ownership (determined under Rule 13d-3 of the
Regulations promulgated by the Securities and Exchange Commission under
Section 13(d) of the Exchange Act) of securities issued by the Company
having 50% or more of the voting power of all the voting securities issued
by the Company in the election of directors at the next meeting of the
holders of voting securities to be held for such purpose, and such person
acquired such beneficial ownership without prior consent of the Company's
board of directors.

          6.2.  PROXY DISPUTE.  The election of a majority of the
directors, elected at any meeting of the holders voting securities of the
Company, who were not nominated for such election by the Company's board of
directors or a duly constituted committee of such board.

          6.3.  DISSOLUTION.  The dissolution, liquidation, reorganization,
merger, or consolidation with or transfer of substantially all the assets
of the Company to another person, provided that the Company's board of
directors does not approve such dissolution, liquidation, reorganization,
merger, consolidation, or transfer.

     SECTION 7.  MISCELLANEOUS.

          7.1.  ENTIRE AGREEMENT.  This Agreement and the Plan contain all
of the understandings between the Company and the Optionee concerning all
Options and payments granted under the Plan, and includes all earlier
negotiations and understanding.  The Company and the Optionee have made no
promises, agreements, conditions or understandings, either orally or in
writing, that are not contained in this Agreement or the Plan.

          7.2.  EMPLOYMENT.  By establishing the Plan, granting rights
under the Plan and entering into this Agreement, the Company does not give
the Optionee any right to continue to be employed by or associated with the
Company or to be entitled to any remuneration or benefits not set forth in
this Agreement or the Plan.  This Agreement and the Plan will not interfere
with or limit the right of the Company to end the Optionee '5 employment or
association at any time.

          7.3.  CAPTIONS.  The captions and section numbers appearing in
this Agreement are inserted only as a matter of convenience.  They do not
define, limit, construe or describe the scope or intent of the provisions
of this Agreement.

          7.4.  COUNTERPARTS.  This Agreement may be executed in
counterparts, each of which when signed by the Company and the Optionee
will be deemed an original and all of which together will be deemed the
same Agreement.

          7.5.  NOTICE.  Any notice or communication having to do with this
Agreement must be given by personal delivery or by certified mail, return
receipt requested, addressed, if to the Company or the Committee, at the
principal office of the Company and, if to the Optionee, at the Optionee's
last known address on the personnel records of the Company.

          7.6.  AMENDMENT.  This Agreement may be amended by the Company as
provided by the Plan.  However, unless the Optionee consents, the Company
cannot amend this Agreement if the amendment will materially change or
impair the Optionee's rights under this Agreement and such change will not
be to the Optionee's benefit.

          7.7.  TRANSFER AND SUCCESSION.  The Optionee may not sell, give,
transfer, encumber or assign, or use as collateral, any of the Optionee's
rights under this Agreement or the Plan other than by will or the laws of
decent and distribution.  If an Option is exercisable after the Optionee's
death, the personal representative of the Optionee 5 estate shall have the
right to exercise such options subject to Section 4.  Each and all of the
provisions of this Agreement are binding upon and inure to the benefit of
the Company and the Optionee and their heirs, successors and assigns.

          7.8.  GOVERNING LAW.  This Agreement shall be governed and
construed exclusively in accordance with the law of the State of Ohio
applicable to agreements to be performed in the State of Ohio to the extent
it may apply.

     IN WITNESS WHEREOF the Company and Optionee have caused this Agreement
to be signed and delivered as of the date set forth on the Schedule.

                         ACCEL INTERNATIONAL CORPORATION

                         By: /S/ R. MAX WILLIAMSON
                         Its:


                         OPTIONEE

                         /S/ DAVID T. CHASE

                         Signature


                         Print Name





                                    SCHEDULE
                                       TO
                             STOCK OPTION AGREEMENT

IDENTIFICATION.

     1.   Name of Optionee:                      David T. Chase

     2.   Address of Optionee:                   96 High Ridge Road
                                                 West Hartford, CT 06117

     3.   Social Security Number of Optionee:    ###-##-####

     4.   Date of Option Agreement:              May 24, 1994

TERMS OF GRANT.

     1.   Number of shares under the ACCEL International Corporation
          1987 Stock Incentive Plan:
          (a)  Incentive Option:                              -0-
          (b)  Nonincentive Option:                           1,000

     2.   Fair Market Value per Share as of date of grant:    $4.50

     3.   Price per Share:                                    $4.50

     4.   Date of Grant:                                      May 24, 1994

     5.   Expiration Date:                                    May 24, 2004

     6.   Rate at which Option becomes exercisable:
                                                   % of Total Shares as to which
               DATE                                  OPTION IS THEN EXERCISABLE

        May 24, 1995                                              50%
        May 24, 1996                                              50%

     7.   Conditions Precedent:                                   None

THIS SCHEDULE IS AN IMPORTANT PART OF YOUR STOCK OPTION AGREEMENT AND
SHOULD BE ATTACHED TO IT.

                                   /S/ R. MAX WILLIAMSON

                                   R. Max Williamson, President and
                                   Chief Executive Officer

                                   /S/ DAVID T. CHASE

                                   David T. Chase

EX-99

                                                       EXHIBIT 10

           ACCEL INTERNATIONAL CORPORATION 1987 STOCK INCENTIVE PLAN
                                        
                             STOCK OPTION AGREEMENT


     THIS STOCK OPTION AGREEMENT (the "Agreement") is between ACCEL
International Corporation, a Delaware corporation (the "Company"), and the
person whose name appears on the Schedule attached to this Agreement (the
"Optionee"), under the ACCEL International Corporation 1987 Stock Incentive
Plan (the "Plan").

     Because of exceptional services provided by the Optionee to the
Company, the Optionee has been granted one or more Options on the terms and
conditions set forth in this Agreement and the Schedule.

     SECTION 1.  DEFINITIONS.  Terms which are defined in the applicable
Plan will have the meaning set forth therein and the following terms will
have the following meanings when used in this Agreement:

     "EXPIRATION DATE" is the earlier of (a) the last date on which any
Options may be exercised, as set forth Section 4 and in the Schedule, or
(1)) the date ten years after the date the Option was grant.

     "SCHEDULE" means the schedule attached to the end of this Agreement
listing information about the Options being granted to the Optionee.

     SECTION 2.  OPTIONS.  The Optionee is hereby granted Options to
purchase Stock as set forth and under the terms contained in the Schedule.

     SECTION 3.  EXERCISE OF RIGHTS.

          3.1.  TIMES WHEN SHARES CAN BE BOUGHT.  Subject to the provisions
of the Plan, Options will become exercisable as set forth on the Schedule.

          3.2.  NOTICE.  If the Optionee wishes to exercise any of the
Optionee's rights, the Optionee must give notice of exercise to the Company
at the Company's principal office.  The Optionee must give the notice in
writing and must use a form provided by the Committee.  The Optionee must
include with the notice full payment for any Stock being bought under any
Option.  The notice and payment must be delivered to the Company before the
Expiration Date.

          3.3.  PAYMENT.

               3.3.1.  CONSIDERATION.  Payment of the option price for any
Stock being bought under an Option must be made by certified or bank check
or by delivering to the Company certificates representing the Company's
Stock which the Optionee already owns.  If the Optionee pays by delivering
Stock of the Company, the Optionee must include with the Notice of Exercise
the certificates for such Stock duly endorsed for transfer.  The Company
will value the Stock delivered by the Optionee at their Fair Market Value
on the date of receipt as set forth in the Plan and, if the Fair Market
Value of the Stock delivered by the Optionee exceeds the amount required
under this Section 3.3, will return to the Optionee cash in an amount equal
to the Fair Market Value, so determined, of any fractional portion of a
share of Stock exceeding the amount required and will issue or cause to be
issued a certificate for any whole share of Stock exceeding the amount
required.  The Company undertakes no responsibility with respect to
liability under Section 16 of the Securities Exchange Act of 1934, and the
Optionee agrees to take full responsibility with respect to such liability.

               3.3.2.  WITHHOLDING.  The Optionee may not buy any Stock
under an Option unless, at the time the Optionee gives Notice of Exercise
to the Company, the Optionee includes with the notice payment by a
certified or bank check of all local, state or federal withholding taxes
due on account of buying Stock under the Option or gives other assurance of
the payment to the Company of those withholding taxes satisfactory to the
Committee.

          3.4.  TRANSFER.  The Company shall deliver certificates made out
in the name of the Optionee for Stock bought under an Option as soon as
practicable after receiving payment for the Stock and for any taxes under
Section 3.3 and all documents required under the Plan and the Agreement.
If the Plan or any law, regulation or interpretation requires the Company
to take any action regarding the Stock before the Company issues
certificates for the Stock being bought, the Company may delay delivering
the certificates for those Stock for the period necessary to take that
action.

     SECTION 4.  TERMINATION.

          4.1.  EMPLOYEES.  Unless indicated otherwise on the Schedule, all
Options granted to an Optionee who is an Employee will lapse 180 days after
the Optionee terminates employment with the Company but in no event later
than the tenth anniversary of the date of grant), except (a) if such
termination is the result of the Optionee's gross misconduct or neglect as
determined by the Committee, all Options will lapse immediately on
Termination, and (b) if the Termination is the result of the death of the
Optionee, all Options granted to the Optionee will lapse 180 days after the
death of the Optionee (but in no event later than the tenth anniversary of
the date of grant).

          4.2.  DIRECTORS.  Unless the Schedule provides that an Option
will lapse later, all Options granted to an Optionee who is a Director but
not employed by the Company shall lapse 180 days after the Optionee's
status as a Director has terminated for any reason (but in no event later
than the tenth anniversary of the date of grant).

     SECTION 5.  PLAN TO GOVERN.  This Agreement is made under the
provisions of the Plan and all of the provisions of the Plan are also
provisions of this Agreement.  If there is a difference or conflict between
the provisions of this Agreement and the provisions of the Plan, the
provisions of the Plan will govern.  By signing this Agreement, the
Optionee confirms that Optionee has received a copy of the Plan.

     SECTION 6.  CHANGE OF CONTROL.  The Optionee will become fully vested
in all Options and may immediately exercise all Options, notwithstanding
the rate of which such Options become exercisable under the Schedule, upon
the occurrence of one of the following events:

          6.1.  TAKEOVER.  The acquisition by any person (defined for
purposes of this Agreement to mean any person within the meaning of Section
13(d) of the Securities Exchange Act of 1934 (the "Exchange Act")), other
than the Company or an employee benefit plan created by the Company's board
of directors for the benefit of its Employees, either directly or
indirectly, of the beneficial ownership (determined under Rule 13d-3 of the
Regulations promulgated by the Securities and Exchange Commission under
Section 13(d) of the Exchange Act) of securities issued by the Company
having 50% or more of the voting power of all the voting securities issued
by the Company in the election of directors at the next meeting of the
holders of voting securities to be held for such purpose, and such person
acquired such beneficial ownership without prior consent of the Company's
board of directors.

          6.2.  PROXY DISPUTE.  The election of a majority of the
directors, elected at any meeting of the holders voting securities of the
Company, who were not nominated for such election by the Company's board of
directors or a duly constituted committee of such board.

          6.3.  DISSOLUTION.  The dissolution, liquidation, reorganization,
merger, or consolidation with or transfer of substantially all the assets
of the Company to another person, provided that the Company's board of
directors does not approve such dissolution, liquidation, reorganization,
merger, consolidation, or transfer.

     SECTION 7.  MISCELLANEOUS.

          7.1.  ENTIRE AGREEMENT.  This Agreement and the Plan contain all
of the understandings between the Company and the Optionee concerning all
Options and payments granted under the Plan, and includes all earlier
negotiations and understanding.  The Company and the Optionee have made no
promises, agreements, conditions or understandings, either orally or in
writing, that are not contained in this Agreement or the Plan.

          7.2.  EMPLOYMENT.  By establishing the Plan, granting rights
under the Plan and entering into this Agreement, the Company does not give
the Optionee any right to continue to be employed by or associated with the
Company or to be entitled to any remuneration or benefits not set forth in
this Agreement or the Plan.  This Agreement and the Plan will not interfere
with or limit the right of the Company to end the Optionee '5 employment or
association at any time.

          7.3.  CAPTIONS.  The captions and section numbers appearing in
this Agreement are inserted only as a matter of convenience.  They do not
define, limit, construe or describe the scope or intent of the provisions
of this Agreement.

          7.4.  COUNTERPARTS.  This Agreement may be executed in
counterparts, each of which when signed by the Company and the Optionee
will be deemed an original and all of which together will be deemed the
same Agreement.

          7.5.  NOTICE.  Any notice or communication having to do with this
Agreement must be given by personal delivery or by certified mail, return
receipt requested, addressed, if to the Company or the Committee, at the
principal office of the Company and, if to the Optionee, at the Optionee's
last known address on the personnel records of the Company.

          7.6.  AMENDMENT.  This Agreement may be amended by the Company as
provided by the Plan.  However, unless the Optionee consents, the Company
cannot amend this Agreement if the amendment will materially change or
impair the Optionee's rights under this Agreement and such change will not
be to the Optionee's benefit.

          7.7.  TRANSFER AND SUCCESSION.  The Optionee may not sell, give,
transfer, encumber or assign, or use as collateral, any of the Optionee's
rights under this Agreement or the Plan other than by will or the laws of
decent and distribution.  If an Option is exercisable after the Optionee's
death, the personal representative of the Optionee 5 estate shall have the
right to exercise such options subject to Section 4.  Each and all of the
provisions of this Agreement are binding upon and inure to the benefit of
the Company and the Optionee and their heirs, successors and assigns.

          7.8.  GOVERNING LAW.  This Agreement shall be governed and
construed exclusively in accordance with the law of the State of Ohio
applicable to agreements to be performed in the State of Ohio to the extent
it may apply.

     IN WITNESS WHEREOF the Company and Optionee have caused this Agreement
to be signed and delivered as of the date set forth on the Schedule.

                         ACCEL INTERNATIONAL CORPORATION

                         By: /S/ R. MAX WILLIAMSON
                         Its:


                         OPTIONEE

                         /S/ DAVID T. CHASE

                         Signature


                         Print Name





                                    SCHEDULE
                                       TO
                             STOCK OPTION AGREEMENT

IDENTIFICATION.

     1.   Name of Optionee:                     David T. Chase

     2.   Address of Optionee:                  96 High Ridge Road
                                                West Hartford, CT 06117

     3.   Social Security Number of Optionee:   ###-##-####

     4.   Date of Option Agreement:             May 23, 1995

TERMS OF GRANT.

     1.   Number of shares under the ACCEL International Corporation
          1987 Stock Incentive Plan:
          (a)  Incentive Option:                             -0-
          (b)  Nonincentive Option:                          1,000

     2.   Fair Market Value per Share as of date of grant:   $2.125 (2  1/8 )

     3.   Price per Share:                                   $2.125 (2  1/8 )

     4.   Date of Grant:                                     May 23, 1995

     5.   Expiration Date:                                   May 22, 2005

     6.   Rate at which Option becomes exercisable:
                                                   % of Total Shares as to which
               DATE                                  OPTION IS THEN EXERCISABLE

        May 23, 1996                                              50%
        May 23, 1997                                              50%

     7.   Conditions Precedent:                                   None

THIS SCHEDULE IS AN IMPORTANT PART OF YOUR STOCK OPTION AGREEMENT AND
SHOULD BE ATTACHED TO IT.

                                   /S/ R. MAX WILLIAMSON

                                   R. Max Williamson, President

                                   /S/ DAVID T. CHASE

                                   David T. Chase

EX-99

                                                       EXHIBIT 11

                        ACCEL INTERNATIONAL CORPORATION
                                        
                           1996 STOCK INCENTIVE PLAN

Section 1.  Purpose

     The purpose of this Plan is to advance the long-term interests of
ACCEL International Corporation by (i) motivating executive and other
personnel and independent agents by means of long-term incentive
compensation, (ii) furthering the identity of interests of participants
with those of the stockholders of the Company through the ownership and
performance of the Common Stock of the Company and (iii) permitting the
Company to attract and retain directors, executive personnel and
independent agents upon whose judgment the successful conduct of the
business of the Company largely depends.  Toward this objective, the
Committee may grant stock options, stock appreciation rights, restricted
stock awards, phantom stock and/or performance shares to Key Employees of
the Company, and shall grant stock options to non-employee directors of the
Company, on the terms and subject to the conditions set forth in the Plan.

Section 2.  Definitions

     2.1. "Administrative Policies" means the administrative policies and
procedures adopted and amended from time to time by the Committee to
administer the Plan.

     2.2. "Applicable Market" means the Nasdaq National Market or, if the
Common Stock is no longer traded in the Nasdaq National Market, then the
principal national securities exchange, if any, on which the Common Stock
is traded as determined by the Committee, or if the Common Stock is no
longer traded in the Nasdaq National Market or on any national securities
exchange, then such other market price reporting system pursuant to which
the Common Stock is traded or quoted as designated by the Committee.

     2.3. "Award" means any form of stock option, stock appreciation right,
restricted stock award, phantom stock or performance share granted under
the Plan, whether singly, in combination, or in tandem, granted, made or
awarded to a Participant by the Committee pursuant to such terms,
conditions, restrictions and limitations, if any, as the Committee may
establish by the Award Agreement or otherwise.

     2.4. "Award Agreement" means a written agreement with respect to an
Award between the Company and a Participant establishing the terms,
conditions, restrictions and limitations applicable to an Award.  To the
extent an Award Agreement is inconsistent with the terms of the Plan, the
Plan shall govern the rights of the Participant thereunder.

     2.5. "Board of Directors" or "Board" means the directors of the
Company, as a group, serving as such from time to time.

     2.6. "Code" means the Internal Revenue Code of 1986, as amended from
time to time.

     2.7  "Committee" means the Compensation Committee of the Board of
Directors or such other committee designated by the Board to administer the
Plan under Section 3 hereof.

     2.8. "Common Stock" means the Common Stock, $.10 par value, of the
Company.

     2.9. "Company" means ACCEL International Corporation, a Delaware
corporation.

     2.10. "Derivative Security" means any of the "derivative securities"
as defined in Rule 16a-1 under the Exchange Act as such rule may be amended
or superseded from time to time.

     2.11. "Director" means a member of the Board of Directors.

     2.12. "Exchange Act" means the Securities Exchange Act of 1934, as
amended.

     2.13. "Key Employee" means an employee of the Company or a Subsidiary
who holds a position of responsibility in an executive, managerial,
administrative or professional capacity or an independent agent who markets
and sells insurance written by a Subsidiary and whose performance, as
determined by the Committee in the exercise of its sole and absolute
discretion, can have an effect on the growth, profitability and success of
the Company.  For the purpose of any provision of this Plan relating to
incentive stock options, the term "Key Employee" shall be limited to mean
any employee who is eligible to receive the grant of an incentive stock
option pursuant to the provisions of Section 422 of the Code as amended or
superseded from time to time and shall exclude any independent agent unless
at the time of the Award is granted, such independent agent is eligible to
receive the grant of an incentive stock option.

     2.14. "Participant" means any individual to whom an Award has been
granted by the Committee under this Plan.

     2.15. "Plan" means this ACCEL International Corporation, 1996 Stock
Incentive Plan, as the same may be amended from time to time.

     2.16. "Qualified Domestic Relations Order" means a qualified domestic
relations order as defined by the Code or the rules thereunder if so
defined therein, and, if not, as defined by Title I of the Employment
Retirement Income Security Act of 1974 ("ERISA"), or the rules thereunder.

     2.17. "Section 16 Officer" means any Participant who is an "officer"
of the Company within the meaning of Rule 16a-1 under the Exchange Act as
such rule may be amended or superseded from time to time.

     2.18. "Subsidiary" means a corporation or other business entity in
which the Company directly or indirectly has an ownership interest of
fifty-one percent or more.

     2.19. "Termination" means the termination of the Participant's
relationship with the Company including termination of the Participant's
employment, status as a Director or appointment as an independent agent.  A
Participant who is absent from employment or other relationship with the
Company for a reason or purpose and for a period of time approved by the
Committee, in its sole discretion, shall not for the period of such absence
be deemed, solely because of such absence, to have suffered a Termination,
unless and until the Committee otherwise determines.

Section 3.  Administration

     The Plan shall be administered under the supervision of the Committee
composed of not less than three Directors each of whom shall be a
"disinterested person" under Rule 16b-3 under the Exchange Act as such rule
may be amended or superseded from time to time and an "outside director"
under Section 162(m) of the Code and the regulations thereunder.

     Members of the Committee shall serve at the pleasure of the Board of
Directors, and may resign by written notice filed with the Chairman of the
Board, President or Secretary of the Company.  A vacancy in the membership
of the Committee shall be filled by the appointment of a successor member
by the Board of Directors.  Until such vacancy is filled, the remaining
members shall constitute a quorum and the action at any meeting of a
majority of the entire Committee, or an action unanimously approved in
writing by all Committee members, shall constitute action of the Committee.
Subject to the express provisions of this Plan, the Committee shall have
exclusive and final authority to: (i) construe and interpret the Plan and
any Award Agreement entered into hereunder; (ii) establish, amend and
rescind Administrative Policies for the administration of the Plan; and
(iii) determine the "fair market value" of the Common Stock of the Company
(based on the Applicable Market, if any, for the Common Stock).  The
Committee shall have such additional authority as the Board of Directors
may from time to time determine to be necessary or desirable.  Employees,
agents and independent contractors of the Company or the Committee may be
assigned, or employed or retained to perform, administrative, clerical and
other duties of the Committee, subject to the supervision and control of
the Committee; provided, however, that only the Committee may grant or
award an Award under the Plan and make decisions concerning the timing,
pricing and amount of any Award, except for stock options automatically
granted to Directors who are not employees of the Company under Section 13
hereof.

     For so long as Directors and/or Section 16 Officers are or may be
Participants in the Plan, the Committee shall not knowingly take any
action, or decline to take any action, which shall cause the Plan not to
meet the requirements contained in Rule 16b-3 under the Exchange Act, as
such rule is amended or superseded from time to time, which permit the
granting or making of Awards under the Plan to be exempt from Section 16(b)
of the Exchange Act as amended or superseded from time to time.

Section 4.  Eligibility

     Except as otherwise provided herein, any Key Employee is eligible to
become a Participant in the Plan.  Directors of the Company, other than
Directors who are employees of the Company, shall be eligible only to
receive stock options pursuant to Section 13 hereof.

Section 5.  Shares Available

     (a)  Shares of Common Stock available for issuance under the Plan may
be authorized and unissued shares or treasury shares.  Subject to the
adjustments provided for in Sections 17 and 18 hereof, the maximum number
of shares of Common Stock available for grant of Awards under the Plan is
1,000,000 shares.  Of this total number, up to 100,000 shares may be issued
pursuant to the exercise of Directors' Stock Options.  Notwithstanding the
foregoing, at no time shall the number of shares of Common Stock deemed to
be available for grant in any fiscal year exceed ten percent of the total
number of issued and outstanding shares of Common Stock of the Company.
The number of shares of Common Stock available for grant to any individual
Participant in any calendar year shall not exceed 250,000 shares.

     (b)  For purposes of calculating the number of shares of Common Stock
deemed to be granted hereunder during any fiscal year, each Award, whether
denominated in stock options, stock appreciation rights, restricted stock,
performance shares or phantom stock, shall be deemed to be a grant of a
number of shares of Common Stock equal to the number of shares represented
by the stock options, shares of restricted stock, performance shares,
shares of phantom stock or stock appreciation rights set forth in the
Award; provided however

          (i) in the case of any Award as to which the exercise of one
     right nullifies the exercisability of another (including, by way of
     illustration the grant of a stock option with Tandem SARs (as
     hereinafter defined)), the number of shares deemed to have been
     granted shall be the maximum number of shares (and/or cash
     equivalents) that could have been acquired upon the maximum exercise
     or settlement of the Award; and

          (ii) in the case of Performance Share Awards (as hereinafter
     defined) providing for payments in excess of 100% of the number of
     shares set forth in the Award Agreement, the number of shares granted
     shall be deemed to be the maximum number of shares (and/or the cash
     equivalent thereof) issuable under the Award at the highest level of
     performance.

     (c)  Shares of Common Stock covered by lapsed, canceled, surrendered
or terminated Awards shall be shares available for regrant under the Plan;
provided, however, that the portion of any Award that has been settled by
the payment of cash or the issuance of shares of Common Stock, or a
combination thereof, shall not be available for re-grant under the Plan,
irrespective of the value of the settlement or the method of its payment.
The settlement of an Award shall not be deemed to be the grant of an Award
hereunder.

Section 6.  Term

     The Plan shall become effective as of June 11, 1996, subject to
approval of the Plan by the holders of a majority of the shares of Common
Stock.  No Awards shall be exercisable or payable before approval of the
Plan has been obtained from the Company's stockholders and no Awards may be
granted after June 11, 2006.

Section 7.  Participation

     The Committee shall select, from time to time, Participants from those
Key Employees who, in the opinion of the Committee, can further the Plan's
purpose and the Committee shall determine the type or types of Awards, if
any, to be made to the Participant.  Any selection by the Committee of an
employee or independent agent of the Company or a Subsidiary to be a
Participant in the Plan shall irrevocably constitute the Committee's
concurrent and conclusive determination that such employee or independent
agent is a Key Employee.  In addition, all non-employee Directors shall
participate in the Plan solely in the manner specified in Section 13
hereof.  The terms, conditions and restrictions of each Award shall be set
forth in an Award Agreement, and no Participant shall have any rights to or
interest in an Award unless and until such Participant has exercised and
delivered an Award Agreement with respect to such Award.

Section 8.  Stock Options

     (a)  Grants.  Awards may be granted in the form of stock options.
Stock options may be incentive stock options within the meaning of Section
422 of the Code or nonqualified stock options (i.e., stock options which
are not incentive stock options), or a combination of both, or any
particular type of tax advantage option authorized by the Code from time to
time.

     (b)  Terms and Conditions of Options.  An option shall be exercisable
in whole or in such installments and at such times as may be determined by
the Committee; provided, however, that no stock option shall be exercisable
more than ten years after the date of grant thereof.  In the absence of any
provision in an option to the contrary (i) the option will become
exercisable upon as to 25% of the shares of Common Stock subject to the
option upon completion of the first full year of employment or retention of
the Participant after the date thereof and as to 25% of such shares upon
the completion of each full year thereafter prior to Termination, and (ii)
the option will lapse upon the earliest of (A) 180 days after Termination
of the Participant's relationship with the Company if the Termination is
due to death or disability or if the Participant dies within 90 days of the
Termination, (B) 90 days after Termination if the Termination is for any
reason other than death, disability or gross misconduct or neglect, (C)
upon Termination if the Termination is the result of the Participant's
gross misconduct or neglect as determined by the Committee, or (D) ten
years after the option was granted.  The option exercise price shall be
established by the Committee, but such price shall not be less than the per
share fair market value of the Common Stock, as determined by the
Committee, on the date of the stock option's grant subject to adjustment as
provided in Sections 17 or 18 hereof.

     (c)  Restrictions Relating to Incentive Stock Options.  Stock options
issued in the form of incentive stock options shall, in addition to being
subject to all applicable terms, conditions, restrictions and/or
limitations established by the Committee, comply with Section 422 of the
Code.  Incentive stock options shall be granted only to those Key Employees
who are employees of the Company and its "subsidiaries" within the meaning
of Section 424 of the Code, shall not be granted to any independent agents
unless permitted by Section 422 of the Code or any successor provision and
shall be granted within ten years after the date the Plan was adopted by
the Board of Directors.  The aggregate fair market value (determined as of
the date the option is granted) of shares with respect to which incentive
stock options are exercisable for the first time by an individual during
any calendar year (under this Plan or any other plan of the Company or any
Subsidiary which provides for the granting of incentive stock options) may
not exceed $100,000 or such other number as may be applicable under the
Code from time to time.  Any incentive stock option that is granted to any
employee who is, at the time the option is granted, deemed for purposes of
Section 422 of the Code, or any successor provision, to own shares of the
Company possessing more than ten percent (10%) of the total combined voting
power of all classes of shares of the Company or of a parent or subsidiary
of the Company shall have an option exercise price that is at least 110
percent (110%) of the fair market value of the shares at the date of grant
and shall not be exercisable after the expiration of 5 years from the date
it is granted.

     (d)  Additional Terms and Conditions.  The Committee may, in any
manner not inconsistent with the Plan, by way of the Award Agreement or
otherwise, establish such other terms, conditions, restrictions and/or
limitations, if any, on any stock option Award and the exercise thereof.

     (e)  Payment.  Upon exercise, a Participant may pay the option
exercise price of a stock option (i) in cash, (ii) in shares of Common
Stock, or (iii) a combination thereof, or (iv) in the sole discretion of
the Committee, through a cashless exercise procedure involving a broker;
provided, however, that such method and time for payment shall be permitted
by and be in compliance with applicable law, or (v) such other
consideration as the Committee may deem appropriate.  The Committee shall
establish appropriate methods for accepting Common Stock and may impose
such conditions as it deems appropriate on the use of such Common Stock to
exercise a stock option.

Section 9.  Stock Appreciation Rights

     (a)  Grants.  Awards may be granted in the form of stock appreciation
rights ("SARs").  SARs shall entitle the recipient to receive a payment
equal to the appreciation in market value of a stated number of shares of
Common Stock from the price stated in the Award Agreement to the market
value of the Common Stock on the date of exercise or surrender.  A SAR may
be granted in tandem with all or a portion of a related stock option under
the Plan ("Tandem SARs").  Tandem SARs shall permit the optionee to
surrender a stock option or portion thereof and to receive the payment to
which he is entitled under the SAR Award Agreement with respect to the
shares of Common Stock subject to the surrendered stock option or portion
thereof.  A Tandem SAR may be granted either at the time of the grant of
the related stock option or at any time thereafter during the term of the
stock option.

     (b)  Terms and Conditions of Tandem SARs.  A Tandem SAR shall be
exercisable to the extent, and only to the extent, that the related stock
option is exercisable.  The appreciation in value of a Tandem SAR shall be
the appreciation in fair market value from an amount not less than the
option exercise price of the related stock option or portion thereof being
surrendered to the market value of the Common Stock on the date of
exercise.  Upon exercise of a Tandem SAR as to some or all of the shares
covered by an Award, the related stock option shall be canceled
automatically to the extent of the number of SARs exercised, and such
shares shall not thereafter be eligible for grant under Section 5 hereof.

     (c)  Deemed Exercise.  The Committee may provide that an SAR shall be
deemed to be exercised at the close of business on the scheduled expiration
date of such SAR, if at such time the SAR by its terms is otherwise
exercisable and, if so exercised, would result in a payment to the
Participant.

     (d)  Additional Terms and Conditions.  The Committee may, in any
manner not inconsistent with the Plan, by way of the Award Agreement or
otherwise, determine such other terms, conditions, restrictions and/or
limitations, if any, on any SAR Award.

Section 10.  Restricted Stock Awards

     (a)  Grants.  Awards may be granted in the form of Restricted Stock
Awards.  Restricted Stock Awards consist of shares of Common Stock bearing
restrictions on their transfer or otherwise as authorized by Section 10(b),
below, and may be awarded to a Key Employee with or without payment of
consideration by the Key Employee.

     (b)  Award Restrictions.  Restricted Stock Awards shall be subject to
such terms, conditions, restrictions, or limitations as the Committee deems
appropriate including, by way of illustration but not by way of limitation,
restrictions on transferability, requirements of continued employment or
individual performance or the financial performance of the Company.  The
Committee may modify, or accelerate the termination of, the restrictions
applicable to a Restricted Stock Award under such circumstances as it deems
appropriate.

     (c)  Rights as Stockholders.  During the period in which any shares of
Common Stock are subject to the restrictions imposed under this Section 10,
the Committee may, in its discretion, grant to the Participant to whom such
restricted shares have been awarded, all or any of the rights of a
stockholder with respect to such shares, including, by way of illustration
but not by way of limitation, the right to vote such shares and to receive
dividends.

     (d)  Evidence of Award.  Any Restricted Stock Award granted under the
Plan may be evidenced in such manner as the Committee deems appropriate,
including, without limitation, book entry registration or issuance of a
stock certificate or certificates.

     (e)  Additional Terms and Conditions.  The Committee may, in any
manner not inconsistent with the Plan, by way of Award Agreement or
otherwise, determine such other terms, conditions, restrictions or
limitations, if any, on any Award of Restricted Stock.

Section 11.  Phantom Stock

     (a)  Grants.  Awards may be granted in the form of Phantom Stock
Awards.  Phantom Stock Awards shall entitle the Participant to receive the
market value or the appreciation in value of a stated number of shares of
Common Stock on a settlement date determined by the Committee.

     (b)  Terms and Conditions.  The Committee may, in any manner not
inconsistent with the Plan, by way of Award Agreement or otherwise,
determine such terms, conditions, restrictions or limitations, if any, on
any Award of Phantom Stock.

Section 12.  Performance Shares

     (a)  Grants.  Awards may be granted in the form of performance shares.
"Performance Shares" means interests the entitlement to which is based upon
the attainment of pre-determined Performance Targets as hereinafter defined
during a Performance Period as hereinafter defined.  At the end of the
Performance Period, Performance Shares shall be converted into Common Stock
(or Common Stock and cash, as determined by the Award Agreement) and
distributed to Participants based upon such entitlement.

     (b)  Performance Criteria.  The Committee may grant an Award of
Performance Shares to Participants as of the first day of each Performance
Period.  As used herein, the term "Performance Period" means the period
during which a Performance Target is measured and the term "Performance
Target" means the predetermined goals established by the Committee.  A
Performance Target will be established at the beginning of each Performance
Period.  If at the end of the Performance Period, the Performance Target is
fully met, the Performance Shares will be converted 100% into shares of
Common Stock (or the cash equivalent thereof, as determined by the Award
Agreement) and issued to the Participant.  Award payments in excess of 100%
shall be permitted based upon an attainment in excess of 100% of the
Performance Target.  If the Performance Target has not been fully met,
Performance Shares will be converted and delivered only to the extent, if
any, provided at the time of the grant of such Award for conversion based
upon partial attainment of the Performance Target and the balance of the
Performance Shares will be forfeited to the Company and available for
reissuance pursuant to Section 5 hereof.

     (c)  Additional Terms and Conditions.  The Committee may, in any
manner not inconsistent with the terms of this Plan, by way of the Award
Agreement or otherwise, determine the manner of payment of Awards of
Performance Shares and other terms, conditions, restrictions or
limitations, if any, on any Award of Performance Shares.

Section 13.  Directors' Stock Options

     (a)  Grants.  Awards may be granted to non-employee Directors only in
the form of stock options satisfying the requirements of this Section 13.
Each person who is elected or appointed to serve as a Director of the
Company after the effective date of the Plan and who is not a Director on
the effective date of the Plan shall, upon his initial appointment or
election as a Director, automatically be granted an option for 2,000 shares
of Common Stock.  At each year's annual meeting of the stockholders of the
Company commencing at the 1997 annual meeting, there shall be granted
automatically to each non-employee Director (other than any non-employee
Director who first became a Director at any time during the period
following the immediately preceding annual meeting of the stockholders of
the Company), the option to purchase 1,000 shares of Common Stock.  All
stock options granted under this Section 13 shall be nonqualified stock
options.

     (b)  Option Exercise Price.  The option exercise price of all stock
options granted under this Section 13 shall be the per share fair market
value of the outstanding shares of the Common Stock on the date such
options are automatically granted.  Payment of the option exercise price
may be made in cash or in shares of Common Stock or a combination of cash
and Common Stock to the extent provided in the Award Agreement.

     (c)  Administration.  Subject to the express provisions of this
Section 13, the Committee shall have conclusive authority to construe and
interpret any Stock Option Award granted under this Section 13 and to adopt
Administrative Policies with respect thereto; provided, however, that no
action shall be taken which would prevent the options granted under this
Section 13 or any Award granted under the Plan from meeting the
requirements for exemption from Section 16(b) of the Exchange Act, or
subsequent comparable statute, as set forth in Rule 16b-3 of the Exchange
Act or any subsequent comparable rule.

     (d)  Option Agreement.  The options granted hereunder shall be
evidenced by an option agreement, dated as of the date of the grant, which
agreement shall be in such form, consistent with the terms and requirements
of this Section 13, as shall be approved by the Committee from time to time
and executed on behalf of the Company by the President.  The Option
Agreement shall require the optionee to refrain from selling or otherwise
disposing of shares so acquired for at least six months following the date
of the grant of such option.

     (e)  Option Period.  In the absence of any provision in an option to
the contrary (i) the option will become exercisable as to 50% of the shares
of Common Stock subject to the option upon completion of the first full
year after the date thereof and as to 50% of such shares upon the
completion of each full year thereafter prior to Termination, and (ii) the
option will lapse upon the earliest of (A) 180 days after Termination of
the Director's status as a Director, or (B) ten years after the option was
granted.

     (f)  Transferability.  No option granted under this Section 13 shall
be transferable by the non-employee Director except by will or the laws of
descent and distribution, or pursuant to a Qualified Domestic Relations
Order, and during the Director's lifetime options may be exercised only by
him or his guardian or legal representative or his transferee under such
Qualified Domestic Relations Order.

     (g)  Limitations on Exercise.  To the extent an option is not
otherwise exercisable at the date of the Director's death or voluntary
retirement as a Director, it shall become fully exercisable upon such
retirement provided, however, that Director Stock Options shall not become
exercisable under this sentence prior to the expiration of six months from
the date of grant.  Upon such death or voluntary retirement, such options
shall be exercisable for a period of 180 days, subject to the original term
of the option.

Section 14.  Payment of Awards

     Except as otherwise provided herein Award Agreements may provide that,
at the discretion of the Committee, payment of Awards may be made in cash,
Common Stock, a combination of cash and Common Stock, or any other form of
property as the Committee shall determine.  The terms of Award Agreements
may provide for payment of Awards in the form of a lump sum or
installments, as determined by the Committee.  In connection with
transactions involving the exercise and cancellation of an Award (under
this Section 14 or Section 25, or otherwise) held by or through a Director
or a Section 16 Officer (whether or not the transaction also involves the
related surrender and cancellation of a stock option) and the receipt of
cash in complete or partial settlement of the Award, or the cash settlement
of an equity security to satisfy the tax withholding consequences of a
Derivative Security, the Committee may require that such transaction be
consummated in compliance with Rule 16b-3(e) under the Exchange Act, as
such rule may be amended or superseded from time to time, unless the holder
of such Award waives such compliance in a writing executed by such holder
and delivered to the Committee and the Committee consents to such waiver.

Section 15.  Dividends and Dividend Equivalents

     If an Award is granted in the form of a Restricted Stock Award or
Phantom Stock Award, the Committee may choose, at the time of the grant of
the Award, to include as part of such Award an entitlement to receive
dividends or dividend equivalents, subject to such terms, conditions,
restrictions or limitations, if any, as the Committee may establish.
Dividends and dividend equivalents shall be paid in such form and manner
and at such time as the Committee shall determine.  All dividends or
dividend equivalents which are not paid currently may, at the Committee's
discretion, accrue interest or be reinvested into additional shares of
Common Stock.

Section 16.  Assignment and Transfer; Holding Period

     The rights and interests of a Participant under the Plan, and in any
Derivative Security issued or granted under the Plan, may not be assigned,
sold, encumbered or transferred except, in the event of the death of a
Participant, by will or the laws of descent and distribution, or except
pursuant to a Qualified Domestic Relations Order.

     Except as otherwise provided in the first paragraph of this Section 16
(but such exception shall not apply if its application would cause the
grant or award of the subject equity security or Derivative Security not to
be exempt from section 16(b) of the Exchange Act), an equity security of
the Company granted or awarded to a Director or Section 16 Officer as an
Award under the Plan shall not be assigned, sold, encumbered, transferred
or otherwise disposed of prior to the expiration of six months from the
date of grant, and neither a Derivative Security granted or awarded to a
Director or Section 16 Officer as an Award under the Plan, nor the
underlying equity security with respect to such Derivative Security, shall
be assigned, sold, encumbered, transferred or otherwise disposed of prior
to the expiration of six months from the date of acquisition of the
Derivative Security to the date of disposition of the Derivative Security
(other than upon exercise or conversion) or such underlying equity
security, unless, in either case, the holder of such equity security or
Derivative Security requests waiver of such restrictions in a writing
delivered to the Committee and the Committee consents to such waiver.

Section 17.  Adjustments Upon Changes in Capitalization

     In the event of any change in the outstanding shares of Common Stock
by reason of any reorganization, recapitalization, stock split, stock
dividend, combination or exchange of shares, merger, consolidation or any
change in the corporate structure or shares of the Company, the maximum
aggregate number and class of shares as to which Awards may be or are
required to be granted under the Plan and the shares issuable pursuant to
and the exercise or purchase price payable under then outstanding Awards,
shall be appropriately adjusted by the Committee whose determination shall
be final.  Any such adjustments may be provided for in Award Agreements.

Section 18.  Extraordinary Distributions and Pro Rata Repurchases

     In the event the Company shall at any time when an Award is
outstanding make an Extraordinary Distribution (as hereinafter defined) in
respect of Common Stock or effect a Pro Rata Repurchase of Common Stock (as
hereinafter defined), the Committee may consider the economic impact of the
Extraordinary Distribution or Pro Rata Repurchase on Participants and make
such adjustments as it deems equitable under the circumstances.  The
determination of the Committee shall, subject to revision by the Board of
Directors, be final and binding upon all Participants.

     (a)  As used herein, the term "Extraordinary Distribution" means any
dividend or other distribution by the Company of:
          (i) cash, where the aggregate amount of such cash dividend or
     distribution together with the amount of all cash dividends and
     distributions made during the twelve months preceding the date of
     payment of such dividend or other distribution, when combined with the
     aggregate amount of all Pro Rata Repurchases (for this purpose,
     including only that portion of the aggregate purchase price of such
     Pro Rata Repurchases which is in excess of the fair market value (as
     determined by the Committee) of the Common Stock repurchased during
     such twelve month period), exceeds ten percent (10%) of the aggregate
     fair market value (as determined by the Committee) of all shares of
     Common Stock outstanding on the record date for determining the
     shareholders entitled to receive such Extraordinary Distribution; or

          (ii) any shares of capital stock of the Company (other than
     shares of Common Stock), other securities of the Company (including
     evidences of indebtedness of the Company), or any other investments,
     assets or property of the Company (including shares of any Subsidiary
     of the Company), or any combination thereof.

     (b)  As used herein "Pro Rata Repurchase" means any purchase of shares
of Common Stock by the Company or any Subsidiary thereof, pursuant to any
tender offer or exchange offer subject to section 13(e) of the Exchange Act
or any successor provision of law, or pursuant to any other offer available
to substantially all holders of Common Stock; provided, however, that no
purchase of shares of the Company or any Subsidiary thereof made in open
market transactions shall be deemed a Pro Rata Repurchase.

Section 19.  Withholding Taxes

     The Company or the applicable Subsidiary shall be entitled to deduct
from any payment under the Plan, regardless of the form of such payment,
the amount of all applicable income and employment tax required by law to
be withheld with respect to such payment or may require the Participant to
pay to it such tax prior to and as a condition of the making of such
payment.  In accordance with any applicable Administrative Policies it
establishes, the Committee may allow a Participant to pay the amount of
taxes required by law to be withheld from an Award by withholding from any
payment of Common Stock due as a result of such Award, or by permitting the
Participant to deliver to the Company shares of Common Stock having a fair
market value, as determined by the Committee, equal to the amount of such
required withholding taxes.

Section 20.  Regulatory Approvals and Listings

     Notwithstanding anything contained in this Plan to the contrary, the
Company shall have no obligation to issue or deliver certificates of Common
Stock evidencing Restricted Stock Awards or any other Award payable in
Common Stock prior to (a) the obtaining of any approval from any
governmental agency which the Company shall, in its sole discretion,
determine to be necessary or advisable, (b) the admission of such shares to
trading on the Applicable Market and (c) the completion of any registration
or other qualification of said shares under any state or Federal law or
ruling of any governmental body which the Company shall, in its sole
discretion, determine to be necessary or advisable.  The Company shall have
the right to require that any certificate for Common Stock issued pursuant
to the Plan or an Award bear any restrictive legend required by law and/or
to evidence restrictions on the transfer of the shares under applicable
law, the Award Agreement or the Plan.

Section 21.  No Right to Continued Employment or Grants

     Participation in the Plan shall not give any Key Employee any right to
remain in the employ of, or continue to be retained by, the Company or any
Subsidiary.  The Company or, in the case of employment with, or retention
by, a Subsidiary, the Subsidiary, reserves the right to terminate the
employment or retention of any Key Employee at any time, subject to the
terms of any agreement with such Key Employee.  The adoption of this Plan
shall not be deemed to give any Key Employee or any other individual any
right to be selected as a Participant, to be granted any Awards hereunder
or, if granted an Award, to receive any additional Awards at any subsequent
time.

Section 22.  Rights as Stockholder

     No Participant shall have any rights as a stockholder as a result of
participation in the Plan until the date of issuance of and only as the
holder of a stock certificate in his name except, in the case of Restricted
Stock Awards, to the extent such rights are granted to the Participant
under Section 10(c) hereof.  To the extent any person acquires a right to
receive payments from the Company under this Plan, such rights shall be no
greater than the rights of an unsecured creditor of the Company.

Section 23.  Responsibility and Indemnification

     No member of the Board of Directors or the Committee shall be liable
to the Company, any Participant or any third party for any action or
determination made in good faith with respect to the Plan and Awards
thereunder, or for any matter as to which the Company's certificate of
incorporation or bylaws, or any valid contract between the Company and such
member, limits or negates the liability of Directors.  Such members shall
be entitled to indemnification and reimbursement in the manner provided in
the Company's certificate of incorporation and bylaws, in any valid
contract between the Company and such member, and under any directors' and
officers' liability insurance coverage which may be in effect from time to
time.

Section 24.  Substitution, Extension, Renewal and Regrant of Awards

     Awards may be granted under the Plan from time to time in substitution
for stock options and other rights or awards held by employees of
organizations who become or are about to become Key Employees of the
Company or a Subsidiary as the result of a merger or consolidation of the
employing organization with the Company or a Subsidiary, or the acquisition
by the Company or a Subsidiary of the assets of the employing organization,
or the acquisition by the Company or a Subsidiary of equity interests in
the employing organization as the result of which it becomes a Subsidiary.
The Committee may extend or renew outstanding Awards granted under the Plan
on terms not inconsistent with the Plan.

     The Committee may accept the surrender or cancellation of outstanding
Awards (to the extent not theretofore exercised, paid or settled) and grant
or award new Awards in substitution therefor, which new Awards may be
different types of Awards than the Awards so surrendered and/or canceled.

Section 25.  Amendment

     The Committee may suspend, reinstate and terminate the Plan or any
portion thereof at any time.  In addition, the Committee may, from time to
time, amend the Plan in any manner, but may not without stockholder
approval adopt any amendment (i) which would (a) materially increase the
benefits accruing to Participants under the Plan, (b) materially increase
the number of shares of Common Stock which may be issued under the Plan
(except as specified in Section 17 or 18), or (c) materially modify the
requirements as to eligibility for participation in the Plan, or (ii) that
requires stockholder approval in order for the Plan to comply with Section
162(m)of the Code.  Notwithstanding the foregoing, the provisions of
Section 13 relating to the eligibility for, and the amount, price and
timing of, Awards to Directors thereunder shall not be amended, nor shall
the operation of Section 13 be suspended or reinstated, more than once
every six months other than to conform with changes in the Code, ERISA, or
the rules thereunder.

Section 26.  Corporate Changes; Use of Funds

     The grant of an Award pursuant to the Plan shall not affect the right
or power of the Company to make adjustments, reclassifications,
reorganizations, or changes of its stock, securities, capital or business
structure, or to merge, consolidate, dissolve, or liquidate, or to sell,
lease or transfer all or any part of its business or assets.  The funds
received by the Company upon any exercise or settlement of an Award may be
used by the Company for any corporate purpose or purposes.

Section 27.  Governing Law

     The Plan shall be governed by and construed in accordance with the
laws of the State of Delaware, except as preempted by applicable Federal
law.

Section 28.  Interpretation

     The Plan is designed and intended to comply with Rule 16b-3
promulgated under the Exchange Act and, to the extent applicable, with
Section 162(m) of the Code and all provisions hereof shall be construed in
a manner to so comply.

EX-99

                                                       EXHIBIT 12

                             STOCK OPTION AGREEMENT
                                        
                          (1996 Stock Incentive Plan)


     THIS STOCK OPTION AGREEMENT (the "Agreement") is made and entered into
as of June 11, 1996 by and between ACCEL International Corporation, a
Delaware corporation (the "Company"), and the undersigned director of the
Company ("Participant").

RECITALS

     1.   Pursuant to the provisions of Section 13 of the Company's 1996
Stock Incentive Plan (the "Plan"), a copy of which is attached hereto as
Exhibit A, Participant, as a Director of the Company who is not a corporate
employee of the Company, has been granted the option to purchase shares of
Common Stock, $.10 par value, of the Company ("Shares") on the terms and
conditions set forth in this Agreement and in the Plan.

     2.   In addition to capitalized terms defined herein, certain
capitalized terms used in this Agreement have the meanings set forth in the
Plan.


AGREEMENT:

     The Company and Participant, intending to be bound hereby, agree as
follows:

     SECTION 1. OPTIONS.  Participant is hereby granted the option (the
"Option") to purchase 1 ,000 Shares, at an exercise price of $3.25 per
share (the "Option Price").  The Option shall vest and first become
exercisable as to 50% of the Shares subject to this Option on and after the
first anniversary of the date of this Agreement (which shall be deemed the
date of grant of the Option), and 100% on and after the second anniversary
of the date of grant.

     SECTION 2. EXERCISE OF OPTION.

          2.1. NOTICE.  If Participant wishes to purchase Shares under this
Agreement, then Participant must give notice of exercise of the Option to
the Company at the Company's headquarters to the attention of Nicholas Z.
Alexander, Senior Vice President and Secretary. Participant must give such
notice in writing and must use the form attached as Exhibit B or its
substantial equivalent.  The notice must have all of the blanks set forth
on Exhibit B appropriately and accurately completed and Participant must
include with the notice the full payment for the Shares being purchased.

          2.2. PAYMENT.

               2.2.1. GENERAL.  Any notice of exercise shall be effective
only if Participant pays to the Company the Option Price for the portion of
any Option being exercised.

               2.2.2 PAYMENT IN SHARES; CASHLESS EXERCISE.  Subject to the
provisions of the Plan, Participant may, in his sole discretion, pay all or
a portion of the Option being exercised by surrender and delivery of
Shares.  Any such Shares delivered in full or partial payment of the Option
Price shall be valued at the mean of the high and low closing price of the
Shares in the Applicable Market as of the date of receipt of the Shares by
the Company or, if the Shares are not then traded in an Applicable Market,
the fair market value of the Shares, as determined by the Committee, on
such date.  In the sole discretion of the Committee, Participant may be
permitted to pay all or part of the Option being exercised through a
cashless exercise procedure involving a broker.

          2.3. TRANSFER.

               2.3.1. DELIVERY.  The Company shall deliver certificates for
the Shares purchased under the Options as soon as possible after receiving
payment for the Shares and all documents required under the Plan and this
Agreement.  The certificates will be made out in the name of Participant
or, if appropriate, in the name of Participant's executors, administrators,
or personal representatives.

               2.3.2. COMPLIANCE WITH SECURITIES LAWS.  The exercise of
Options and the issuance of Shares pursuant thereto shall be contingent
upon the prior registration of the Shares under the Securities Act of 1933
(the "Act") and such state laws as may be applicable, or a determination by
the Company that the issuance of such Shares will be a transaction exempt
from such registration.  Accordingly, the exercise of Options and the
issuance of Shares pursuant thereto may, at the election of the Company, be
contingent upon the execution and delivery by Participant of an investment
letter, in form and substance satisfactory to the Company, which sets forth
certain representations and covenants concerning Participant upon which the
Company and its legal counsel may rely in determining the availability of
any exemption from registration of the Shares under the Act and any
applicable securities laws.  In the event the Shares are issued without
registration, the transferability of the Shares by Participant may be
restricted, in which event the certificate evidencing the Shares may
contain a legend stating that the Shares have not been registered and
setting forth or referring to any restrictions on the transferability and
sale of the Shares.

               2.3.3. INTERPRETATION.  This Agreement shall not be
construed or executed in any way which would prevent the options granted
hereunder from meeting the requirements for exemption of Section 16(b) of
the Securities and Exchange Act of 1933 or subsequent comparable statutes
(the "Act"), as set forth in Rule 16b-3 of the Act.

     SECTION 3. TERMINATION.  Each Option will lapse on the earliest of (i)
180 days after Termination of the Participant's status as a Director, or
(ii) ten years after the option was granted.

     SECTION 4. TAX CONSEQUENCES.  The Company makes no representation or
warranty regarding the tax consequences to Participant of receipt,
ownership or exercise of Options or of sales of Shares acquired upon
exercise of Options.

     SECTION 5. PLAN TO GOVERN.  This Agreement is made under the
provisions of the Plan and all of the provisions of the Plan are also
provisions of this Agreement.  If there is a difference between the
provisions of this Agreement and the provisions of the Plan, then the
provisions of the Plan shall govern.  By signing this Agreement,
Participant confirms that Participant has received and read a copy of the
Plan attached hereto as Exhibit A.

     SECTION 6. ADJUSTMENTS UPON CHANGES IN CAPITALIZATION.

          6.1. ADJUSTMENT FOR STOCK DIVIDEND OR STOCK SPLIT.  In the event
that a stock dividend is hereafter paid on outstanding Shares in Shares, or
in the event that the number of outstanding Shares is hereafter increased
as a result of a stock split, and the Options are then unexercised, the
number of Shares subject to the Options shall thereupon be increased by
that number of Shares which would have been distributed with respect to the
Shares subject to the Options if the Shares subject to the Options had been
outstanding at the time of the stock dividend or stock split and the Option
Price shall be adjusted to reflect such increased number of Shares subject
to the Options.

          6.2. ADJUSTMENT FOR REORGANIZATION OR MERGER.  In the event that
outstanding Shares are hereafter changed into or exchanged for a different
number or kind of shares of stock or securities of another corporation or
corporations, whether as a result of a reorganization, recapitalization,
reclassification, merger, consolidation or otherwise, and the Options are
then unexercised, the Options and the Option Price shall thereupon be
adjusted to cover the number and kind of Shares or securities which would
have been received for the Shares subject to the Options if the Shares
subject to the Options had been outstanding at the time of such
reorganization, recapitalization, reclassification, merger, consolidation
or any other event.

          6.3. ADDITIONAL ADJUSTMENTS.  In the event that there is any
change in the outstanding Shares for which an adjustment is not provided by
Sections 6.1. or 6.2. of this Agreement, and the Options are then
unexercised, the Committee may, in its sole discretion, require an
adjustment in the number or kind of Shares or securities subject to the
Options and the Option Price and such adjustment shall be binding and
effective for all purposes hereof.

          6.4. ELIMINATION OF FRACTIONAL SHARES.  Any addition or
adjustment provided for in Sections 6.1, 6.2 and 6.3 hereof may be limited
to the extent necessary to prevent fractions of shares from becoming
available under the Options.

     SECTION 7. MISCELLANEOUS.

          7.1. ENTIRE AGREEMENT.  This Agreement and the Plan contain all
of the understandings between the Company and Participant concerning the
Options and incorporate all earlier negotiations and understandings.  The
Company and Participant have made no promises, agreements, conditions, or
understandings about the Options, either orally or in writing, that are not
included in this Agreement or the Plan.

          7.2. CAPTIONS.  The captions and section numbers appearing in
this Agreement are inserted only as a matter of convenience.  They do not
define, limit, construe or describe the scope or intent of the provisions
of this Agreement.

          7.3. COUNTERPARTS.  This Agreement may be executed in
counterparts, each of which when executed by the Company and Participant
shall be deemed an original and all of which together shall be deemed the
same agreement.

          7.4. NOTICE.  Any notice or communication having to do with the
Options or this Agreement shall be given by personal delivery or by
certified mail, return receipt requested, addressed, if to the Company,
pursuant to the notice requirements of Section 2.1 and if to Participant,
at his last known address on the records of the Company.

          7.5. AMENDMENT.  This Agreement may be amended as provided by the
Plan.

          7.6. SUCCESSION AND TRANSFER.  The provisions of this Agreement
shall be binding upon and run to the benefit of the Company and Participant
and their respective heirs, personal representatives, successors, and
assigns.  However, neither this Agreement nor any other right under the
Plan may be assigned, pledged, hypothecated, given or otherwise transferred
by Participant, except as permitted by the Plan.

NAME OF PARTICIPANT        ACCEL INTERNATIONAL
                           CORPORATION



/S/ DAVID T. CHASE         /S/ NICHOLAS Z. ALEXANDER
David T. Chase             Nicholas Z. Alexander
                           Senior Vice President and Secretary





                                   EXHIBIT B
                                        
                          NOTICE OF EXERCISE OF OPTION

ACCEL INTERNATIONAL CORPORATION
475 Metro Place North, Suite 100
Attention: Nicholas Z. Alexander, Senior Vice President and Secretary

Dear Sir:

     On ________________, 199__, I was granted an option under the 1996 Stock
Incentive Plan of ACCEL INTERNATIONAL CORPORATION (the "Company") under which I
may buy a total of ______________ shares of Common Stock, $.10 par value of the
Company ("Shares"), at a price of $3.25 per Share.  This letter is to notify you
that I wish to buy the following Shares under the option:

___________ Shares @ $3.25 per Share:                    $_________________

Local, State and Federal Withholding Taxes
    Payable to ACCEL International Corporation           $_________________

Total (payable by certified or bank check only)          $_________________


     Payment in full of the amounts due as listed above is included with
this notice.  Please deliver the stock certificates to me as indicated
below.

                                   Yours truly,


                                   __________________________________
                                             (Participant)

Name (Please Print):               __________________________________

Address:                           __________________________________

                                   __________________________________

Area Code & Tel. No.:              __________________________________

Social Security No.:               __________________________________

EX-99

                                                       EXHIBIT 13

                             STOCK OPTION AGREEMENT
                                        
                          (1996 STOCK INCENTIVE PLAN)

     THIS STOCK OPTION AGREEMENT (the "Agreement") is made and entered into
as of May 20, 1997 by and between ACCEL International Corporation, a
Delaware corporation (the "Company"), and the undersigned Director of the
Company ("Participant").

                                     RECITALS

     1.  Pursuant to the provisions of Section 13 of the Company's 1996
Stock Incentive Plan (the "Plan"), Participant, as a Director of the
Company who is not a corporate employee of the Company, has been granted
the option to purchase shares of Common Stock, $.10 par value, of the
Company ("Shares") on the terms and conditions set forth in this Agreement
and in the Plan.

     2.  In addition to capitalized terms defined herein, certain
capitalized terms used in this Agreement have the meanings set forth in the
Plan.

                                    AGREEMENT:

     The Company and Participant, intending to be bound hereby, agree as
follows:

     SECTION 1. OPTIONS.  Participant is hereby granted the option (the
"Option") to purchase 1,000 shares of Common Stock, $.10 par value, of the
Company (the "Shares"), at an exercise price of $2.75 per share (the
"Option Price").  The Option shall vest and first become exercisable as to
50% of the Shares subject to this Option on and after the first anniversary
of the date of this Agreement (which shall be deemed the date of grant of
the Option), and 100% on and after the second anniversary of the date of
grant.

     SECTION 2. EXERCISE OF OPTION.

          2.1. NOTICE.  If Participant wishes to purchase Shares under this
Agreement, then Participant must give notice of exercise of the Option to
the Company at the Company's headquarters to the attention of Nicholas Z.
Alexander, Senior vice President and Secretary. Participant must give such
notice in writing and must use the form attached as Exhibit B or its
substantial equivalent. The notice must have all of the blanks set forth on
Exhibit B appropriately and accurately completed and Participant must
include with the notice the full  payment for the Shares being purchased.

          2.2. PAYMENT.

          2.2.1. GENERAL.  Any notice of exercise shall be effective only
if Participant pays to the Company the Option Price for the portion of any
Option being exercised.

          2.2.2 PAYMENT IN SHARES; CASHLESS EXERCISE.  Subject to the
provisions of the Plan, Participant may, in his sole discretion, pay all or
a portion of the Option being exercised by surrender and delivery of
Shares. Any such Shares delivered in full or partial payment of the Option
Price shall be valued at the mean of the high and low closing price of the
Shares in the Applicable Market as of the date of receipt of the Shares by
the Company or, if the Shares are not then traded in an Applicable Market,
the fair market value of the Shares, as determined by the Committee, on
such date.  In the sole discretion of the Committee, Participant may be
permitted to pay all or part of the Option being exercised through a
cashless exercise procedure involving a broker.

          2.3. TRANSFER.

          2.3.1. DELIVERY.  The Company shall deliver certificates for the
Shares purchased under the Options as soon as possible after receiving
payment for the Shares and all documents required under the Plan and this
Agreement.  The certificates will be made out in the name of Participant
or, if appropriate, in the name of Participant's executors, administrators,
or personal representatives.

          2.3.2. COMPLIANCE WITH SECURITIES LAWS.  The exercise of Options
and the issuance of Shares pursuant thereto shall be contingent upon the
prior registration of the Shares under the Securities Act of 1933 (the
"Act") and such state laws as may be applicable, or a determination by the
Company that the issuance of such Shares will be a transaction exempt from
such registration.  Accordingly, the exercise of Options and the issuance
of Shares pursuant thereto may, at the election of the Company, be
contingent upon the execution and delivery by Participant of an investment
letter, in form and substance satisfactory to the Company, which sets forth
certain representations and covenants concerning Participant upon which the
Company and its legal counsel may rely in determining the availability of
any exemption from registration of the Shares under the Act and any
applicable securities laws.  In the event the Shares are issued without
registration, the transferability of the Shares by Participant may be
restricted, in which event the certificate evidencing the Shares may
contain a legend stating that the Shares have not been registered and
setting forth or referring to any restrictions on the transferability and
sale of the Shares.

          2.3.3. INTERPRETATION.  This Agreement shall not be construed or
executed in any way which would prevent the options granted hereunder from
meeting the requirements for exemption of Section 16(b) of the Securities
and Exchange Act of 1933 or subsequent
comparable statutes (the "Act"), as set forth in Rule 16b-3 of the Act.

     SECTION 3. TERMINATION.  Each Option will lapse on the earliest of (i)
180 days after Termination of the Participant's status as a Director, or
(ii) ten years after the option was granted.

     SECTION 4. TAX CONSEQUENCES.  The Company makes no representation or
warranty regarding the tax consequences to Participant of receipt,
ownership or exercise of Options or of sales of Shares acquired upon
exercise of Options.

     SECTION 5. PLAN TO GOVERN.  This Agreement is made under the
provisions of the Plan and all of the provisions of the Plan are also
provisions of this Agreement.  If there is a difference between the
provisions of this Agreement and the provisions of the Plan, then the
provisions of the Plan shall govern.  By signing this Agreement,
Participant confirms that Participant has received and read a copy of the
Plan attached hereto as Exhibit A.

     SECTION 6. ADJUSTMENTS UPON CHANGES IN CAPITALIZATION.

          6.1. ADJUSTMENT FOR STOCK DIVIDEND OR STOCK SPLIT.  In the event
that a stock dividend is hereafter paid on outstanding Shares in Shares, or
in the event that the number of outstanding Shares is hereafter increased
as a result of a stock split, and the Options are then unexercised, the
number of Shares subject to the Options shall thereupon be increased by
that number of Shares which would have been distributed with respect to the
Shares subject to the Options if the Shares subject to the Options had been
outstanding at the time of the stock dividend or stock split and the Option
Price shall be adjusted to reflect such increased number of Shares subject
to the Options.

          6.2. ADJUSTMENT FOR REORGANIZATION OR MERGER.  In the event that
outstanding Shares are hereafter changed into or exchanged for a different
number or kind of shares of stock or securities of another corporation or
corporations, whether as a result of a reorganization, recapitalization,
reclassification, merger, consolidation or otherwise, and the Options are
then unexercised, the Options and the Option Price shall thereupon be
adjusted to cover the number and kind of Shares or securities which would
have been received for the Shares subject to the Options if the Shares
subject to the Options had been outstanding at the time of such
reorganization, recapitalization, reclassification, merger, consolidation
or any other event.

          6.3. ADDITIONAL ADJUSTMENTS.  In the event that there is any
change in the outstanding Shares for which an adjustment is not provided by
Sections 6.1. or 6.2. of this Agreement, and the Options are then
unexercised, the Committee may, in its sole discretion, require an
adjustment in the number or kind of Shares or securities subject to the
Options and the Option Price and such adjustment shall be binding and
effective for all purposes hereof.

          6.4. ELIMINATION OF FRACTIONAL SHARES.  Any addition or
adjustment provided for in Sections 6.1, 6.2 and 6.3 hereof may be limited
to the extent necessary to prevent fractions of shares from becoming
available under the Options.

     SECTION 7. MISCELLANEOUS.

          7.1. ENTIRE AGREEMENT.  This Agreement and the Plan contain all
of the understandings between the Company and Participant concerning the
Options and incorporate all earlier negotiations and understandings. The
Company and Participant have made no promises, agreements, conditions, or
understandings about the Options, either orally or in writing, that are not
included in this Agreement or the Plan.

          7.2. CAPTIONS. The captions and section numbers appearing in this
Agreement are inserted only as a matter of convenience. They do not define,
limit, construe or describe the scope or intent of the provisions of this
Agreement.

          7.3. COUNTERPARTS.  This Agreement may be executed in
counterparts, each of which when executed by the Company and Participant
shall be deemed an original and all of which together shall be deemed the
same agreement.

          7.4. NOTICE.  Any notice or communication having to do with the
Options or this Agreement shall be given by personal delivery or by
certified mail, return receipt requested, addressed, if to the Company,
pursuant to the notice requirements of Section 2.1 and if to Participant,
at his last known address on the records of the Company.

          7.5. AMENDMENT.  This Agreement may be amended as provided by the
Plan.

          7.7. SUCCESSION AND TRANSFER.  The provisions of this Agreement
shall be binding upon and run to the benefit of the Company and Participant
and their respective heirs, personal representatives, successors, and
assigns. However, neither this Agreement nor any other right under the Plan
may be assigned, pledged, hypothecated, given or otherwise transferred by
Participant, except as permitted by the Plan.


NAME OF PARTICIPANT              ACCEL INTERNATIONAL
                                 CORPORATION



/S/ DAVID T. CHASE               /S/ THOMAS H. FRIEDBERG
DAVID T. CHASE                   THOMAS H. FRIEDBERG
                                 CHAIRMAN OF THE BOARD, PRESIDENT
                                 AND CHIEF EXECUTIVE OFFICER





                                   EXHIBIT B
                                        
                          NOTICE OF EXERCISE OF OPTION

ACCEL INTERNATIONAL CORPORATION
475 Metro Place North, Suite 100
Attention: Nicholas Z. Alexander, Senior Vice President and Secretary

Dear Sir:

     On ____________, 199__, I was granted an option under the 1996 Stock
Incentive Plan of ACCEL INTERNATIONAL CORPORATION (the "Company") under which I
may buy a total of _____________ shares of Common Stock, $.10 par value of the
Company ("Shares"), at a price of $2.75 per Share.  This letter is to notify you
that I wish to buy the following Shares under the option:

___________ Shares @ $2.75 per Share:                   $_________________

Local, State and Federal Withholding Taxes
Payable to ACCEL International Corporation              $_________________

Total (payable by certified or bank check only)         $_________________


     Payment in full of the amounts due as listed above is included with
this notice.  Please deliver the stock certificates to me as indicated
below.

                                   Yours truly,


                                   __________________________________
                                             (Participant)

Name (Please Print):               __________________________________

Address:                           __________________________________

                                   __________________________________

Area Code & Tel. No.:              __________________________________

Social Security No.:               __________________________________

EX-99

                                                       EXHIBIT 14

                             STOCK OPTION AGREEMENT
                                        
                          (1996 STOCK INCENTIVE PLAN)

     THIS STOCK OPTION AGREEMENT (the "Agreement") is made and entered into
as of May 20, 1997 by and between ACCEL International Corporation, a
Delaware corporation (the "Company"), and the undersigned Director of the
Company ("Participant").

                                     RECITALS

     1.  Pursuant to the provisions of Section 13 of the Company's 1996
Stock Incentive Plan (the "Plan"), Participant, as a Director of the
Company who is not a corporate employee of the Company, has been granted
the option to purchase shares of Common Stock, $.10 par value, of the
Company ("Shares") on the terms and conditions set forth in this Agreement
and in the Plan.

     2.  In addition to capitalized terms defined herein, certain
capitalized terms used in this Agreement have the meanings set forth in the
Plan.

                                    AGREEMENT:

     The Company and Participant, intending to be bound hereby, agree as
follows:

     SECTION 1. OPTIONS.  Participant is hereby granted the option (the
"Option") to purchase 2,000 shares of Common Stock, $.10 par value, of the
Company (the "Shares"), at an exercise price of $2.75 per share (the
"Option Price").  The Option shall vest and first become exercisable as to
50% of the Shares subject to this Option on and after the first anniversary
of the date of this Agreement (which shall be deemed the date of grant of
the Option), and 100% on and after the second anniversary of the date of
grant.

     SECTION 2. EXERCISE OF OPTION.

          2.1. NOTICE.  If Participant wishes to purchase Shares under this
Agreement, then Participant must give notice of exercise of the Option to
the Company at the Company's headquarters to the attention of Nicholas Z.
Alexander, Senior vice President and Secretary. Participant must give such
notice in writing and must use the form attached as Exhibit B or its
substantial equivalent. The notice must have all of the blanks set forth on
Exhibit B appropriately and accurately completed and Participant must
include with the notice the full  payment for the Shares being purchased.

          2.2. PAYMENT.

          2.2.1. GENERAL.  Any notice of exercise shall be effective only
if Participant pays to the Company the Option Price for the portion of any
Option being exercised.

          2.2.2 PAYMENT IN SHARES; CASHLESS EXERCISE.  Subject to the
provisions of the Plan, Participant may, in his sole discretion, pay all or
a portion of the Option being exercised by surrender and delivery of
Shares. Any such Shares delivered in full or partial payment of the Option
Price shall be valued at the mean of the high and low closing price of the
Shares in the Applicable Market as of the date of receipt of the Shares by
the Company or, if the Shares are not then traded in an Applicable Market,
the fair market value of the Shares, as determined by the Committee, on
such date.  In the sole discretion of the Committee, Participant may be
permitted to pay all or part of the Option being exercised through a
cashless exercise procedure involving a broker.

          2.3. TRANSFER.

          2.3.1. DELIVERY.  The Company shall deliver certificates for the
Shares purchased under the Options as soon as possible after receiving
payment for the Shares and all documents required under the Plan and this
Agreement.  The certificates will be made out in the name of Participant
or, if appropriate, in the name of Participant's executors, administrators,
or personal representatives.

          2.3.2. COMPLIANCE WITH SECURITIES LAWS.  The exercise of Options
and the issuance of Shares pursuant thereto shall be contingent upon the
prior registration of the Shares under the Securities Act of 1933 (the
"Act") and such state laws as may be applicable, or a determination by the
Company that the issuance of such Shares will be a transaction exempt from
such registration.  Accordingly, the exercise of Options and the issuance
of Shares pursuant thereto may, at the election of the Company, be
contingent upon the execution and delivery by Participant of an investment
letter, in form and substance satisfactory to the Company, which sets forth
certain representations and covenants concerning Participant upon which the
Company and its legal counsel may rely in determining the availability of
any exemption from registration of the Shares under the Act and any
applicable securities laws.  In the event the Shares are issued without
registration, the transferability of the Shares by Participant may be
restricted, in which event the certificate evidencing the Shares may
contain a legend stating that the Shares have not been registered and
setting forth or referring to any restrictions on the transferability and
sale of the Shares.

          2.3.3. INTERPRETATION.  This Agreement shall not be construed or
executed in any way which would prevent the options granted hereunder from
meeting the requirements for exemption of Section 16(b) of the Securities
and Exchange Act of 1933 or subsequent
comparable statutes (the "Act"), as set forth in Rule 16b-3 of the Act.

     SECTION 3. TERMINATION.  Each Option will lapse on the earliest of (i)
180 days after Termination of the Participant's status as a Director, or
(ii) ten years after the option was granted.

     SECTION 4. TAX CONSEQUENCES.  The Company makes no representation or
warranty regarding the tax consequences to Participant of receipt,
ownership or exercise of Options or of sales of Shares acquired upon
exercise of Options.

     SECTION 5. PLAN TO GOVERN.  This Agreement is made under the
provisions of the Plan and all of the provisions of the Plan are also
provisions of this Agreement.  If there is a difference between the
provisions of this Agreement and the provisions of the Plan, then the
provisions of the Plan shall govern.  By signing this Agreement,
Participant confirms that Participant has received and read a copy of the
Plan attached hereto as Exhibit A.

     SECTION 6. ADJUSTMENTS UPON CHANGES IN CAPITALIZATION.

          6.1. ADJUSTMENT FOR STOCK DIVIDEND OR STOCK SPLIT.  In the event
that a stock dividend is hereafter paid on outstanding Shares in Shares, or
in the event that the number of outstanding Shares is hereafter increased
as a result of a stock split, and the Options are then unexercised, the
number of Shares subject to the Options shall thereupon be increased by
that number of Shares which would have been distributed with respect to the
Shares subject to the Options if the Shares subject to the Options had been
outstanding at the time of the stock dividend or stock split and the Option
Price shall be adjusted to reflect such increased number of Shares subject
to the Options.

          6.2. ADJUSTMENT FOR REORGANIZATION OR MERGER.  In the event that
outstanding Shares are hereafter changed into or exchanged for a different
number or kind of shares of stock or securities of another corporation or
corporations, whether as a result of a reorganization, recapitalization,
reclassification, merger, consolidation or otherwise, and the Options are
then unexercised, the Options and the Option Price shall thereupon be
adjusted to cover the number and kind of Shares or securities which would
have been received for the Shares subject to the Options if the Shares
subject to the Options had been outstanding at the time of such
reorganization, recapitalization, reclassification, merger, consolidation
or any other event.

          6.3. ADDITIONAL ADJUSTMENTS.  In the event that there is any
change in the outstanding Shares for which an adjustment is not provided by
Sections 6.1. or 6.2. of this Agreement, and the Options are then
unexercised, the Committee may, in its sole discretion, require an
adjustment in the number or kind of Shares or securities subject to the
Options and the Option Price and such adjustment shall be binding and
effective for all purposes hereof.

          6.4. ELIMINATION OF FRACTIONAL SHARES.  Any addition or
adjustment provided for in Sections 6.1, 6.2 and 6.3 hereof may be limited
to the extent necessary to prevent fractions of shares from becoming
available under the Options.

     SECTION 7. MISCELLANEOUS.

          7.1. ENTIRE AGREEMENT.  This Agreement and the Plan contain all
of the understandings between the Company and Participant concerning the
Options and incorporate all earlier negotiations and understandings. The
Company and Participant have made no promises, agreements, conditions, or
understandings about the Options, either orally or in writing, that are not
included in this Agreement or the Plan.

          7.2. CAPTIONS. The captions and section numbers appearing in this
Agreement are inserted only as a matter of convenience. They do not define,
limit, construe or describe the scope or intent of the provisions of this
Agreement.

          7.3. COUNTERPARTS.  This Agreement may be executed in
counterparts, each of which when executed by the Company and Participant
shall be deemed an original and all of which together shall be deemed the
same agreement.

          7.4. NOTICE.  Any notice or communication having to do with the
Options or this Agreement shall be given by personal delivery or by
certified mail, return receipt requested, addressed, if to the Company,
pursuant to the notice requirements of Section 2.1 and if to Participant,
at his last known address on the records of the Company.

          7.5. AMENDMENT.  This Agreement may be amended as provided by the
Plan.

          7.7. SUCCESSION AND TRANSFER.  The provisions of this Agreement
shall be binding upon and run to the benefit of the Company and Participant
and their respective heirs, personal representatives, successors, and
assigns. However, neither this Agreement nor any other right under the Plan
may be assigned, pledged, hypothecated, given or otherwise transferred by
Participant, except as permitted by the Plan.


NAME OF PARTICIPANT              ACCEL INTERNATIONAL
                                 CORPORATION



/S/ JOHN P. REDDING              /S/ THOMAS H. FRIEDBERG
JOHN P. REDDING                  THOMAS H. FRIEDBERG
                                 CHAIRMAN OF THE BOARD, PRESIDENT
                                 AND CHIEF EXECUTIVE OFFICER





                                   EXHIBIT B
                                        
                          NOTICE OF EXERCISE OF OPTION

ACCEL INTERNATIONAL CORPORATION
475 Metro Place North, Suite 100
Attention: Nicholas Z. Alexander, Senior Vice President and Secretary

Dear Sir:

     On __________________, 199__, I was granted an option under the 1996 Stock
Incentive Plan of ACCEL INTERNATIONAL CORPORATION (the "Company") under which I
may buy a total of __________________ shares of Common Stock, $.10 par value of
the Company ("Shares"), at a price of $2.75 per Share.  This letter is to notify
you that I wish to buy the following Shares under the option:


______________________ Shares @ $2.75 per Share:       $ _______________________

Local, State and Federal Withholding Taxes
Payable to ACCEL International Corporation             $ _______________________

Total (payable by certified or bank check only)        $ _______________________


     Payment in full of the amounts due as listed above is included with
this notice.  Please deliver the stock certificates to me as indicated
below.

                                   Yours truly,


                                   __________________________________
                                             (Participant)

Name (Please Print):               __________________________________

Address:                           __________________________________

                                   __________________________________

Area Code & Tel. No.:              __________________________________

Social Security No.:               __________________________________

EX-99

                              November 21, 1997



Securities and Exchange Commission
Document Control Desk - EDGAR Room 1004
Judiciary Plaza
450 Fifth Street, N.W.
Washington, D.C.  20549

Re:  Statement on Schedule 13D

Dear Ladies and Gentlemen:

     In accordance with Section 13(d) of the Securities Exchange Act of
1934, as amended, and Regulation S-T as promulgated by the Securities and
Exchange Commission, Insurance Holdings Limited Partnership is filing
electronically herewith an Amendment to its Statement on Schedule 13D
regarding its beneficial ownership of the common stock, par value $0.10 per
share, of ACCEL International Corporation.

     Please direct any questions regarding this filing to William H. Cuddy
(860-275-0217) or the undersigned (860-275-0133).

                              Very truly yours,


                              /s/ Stephen Zamansky
                              Stephen Zamansky
cc:  William H. Cuddy