W I T N E S S E T H WHEREAS, the parties have entered into that certain Employment Agreement dated as of May 1, 1997 (the "Employment Agreement"); and

             FIRST AMENDMENT TO EMPLOYMENT AGREEMENT
                                

      THIS  FIRST AMENDMENT TO EMPLOYMENT AGREEMENT ("Amendment")
made as of April 15, 1998 by and between MMI Companies, Inc. (the
"Company") and B. Xxxxxxxxx Xxxxxx (the "Employee").

                       W I T N E S S E T H
                                
       WHEREAS,  the  parties  have  entered  into  that  certain
Employment  Agreement  dated as of May 1, 1997  (the  "Employment
Agreement"); and

      WHEREAS,  the Personnel and Compensation Committee  of  the
Board  of  Directors of the Company desires to provide additional
incentives  to  Employee to further the  best  interests  of  the
Company and has approved an increase in Employee's Maximum  Bonus
(as such term is defined in the Employment Agreement);

     NOW, THEREFORE, the parties hereby agree as follows:

     1.    The  second paragraph of Paragraph 4 of the Employment
       Agreement is hereby amended in its entirety to read as follows:

            "Upon   successful  achievement  of   the
            agreed upon goals, such annual bonus will
            equal  up to 65% of the Employee's annual
            salary or such higher amount as the Board
            of  Directors  or Compensation  Committee
            may  determine  if circumstances  warrant
            (`Maximum Bonus')."
            
     2.    Except as amended hereby, the Employment Agreement  is
       ratified and affirmed in all respects.

     IN WITNESS WHEREOF, the parties have executed this Amendment
as of the date first above written.


MMI COMPANIES, INC.


By:                                     _________________________
___________________________              B. Xxxxxxxxx Xxxxxx
Senior   Vice   President