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                    ZURICH REINSURANCE CENTRE HOLDINGS, INC.
                           COMMON STOCK PURCHASE PLAN
                           FOR NON-EMPLOYEE DIRECTORS
                         EFFECTIVE AS OF JANUARY 1, 1995

    SECTION 1. PURPOSE. The purpose of the Zurich Reinsurance Centre Holdings,
Inc. Common Stock Purchase Plan for Non-Employee Directors (the "Plan") is to
provide to non-employee directors of Zurich Reinsurance Centre Holdings, Inc.
(the "Company") the opportunity to elect to defer payment of all or a portion of
their retainer fees and receive them in the form of Common Stock of the Company.
The Plan is first effective as of January 1, 1995 (the "Effective Date").

    SECTION 2. DEFINITIONS. As used in the Plan, the following terms shall have
the meanings set forth below:

         (a) "Administrator" means the Compensation Committee of the Company's
Board of Directors, as the same may be constituted from time to time hereafter.

         (b) "Annual Retainer" means the amount paid by the Company to a
Non-Employee Director as an annual retainer for services to be rendered as a
member of the Board of Directors during any Plan Year, including retainers,
meeting attendance fees and fees otherwise payable for acting on or as a member
of the Board of Directors or any committee thereof, but not including
reimbursements of expenses.

         (c) "Beneficiary" means a person (including any trustee) designated by
a Participant in accordance with Section 9 to receive the benefits specified
hereunder in the event of the Participant's death or, if there is no surviving
designated Beneficiary, the Participant's estate.

         (d) "Board of Directors" means the Board of Directors of the Company.

         (e) "Deferral Account" means the account established and maintained by
the Company for each Participant, which is to be credited, as set forth in
Section 6, with the portion of a Participant's Annual Retainer which is deferred
pursuant to the Plan, together with earnings thereon as provided for herein. In
accordance with Section 6, amounts credited to a Participant's Deferral Account
will be expressed as a number of Stock equivalents and cash, if any. Deferral
Accounts will be maintained solely as bookkeeping entries by the Company;
provided, however, that the Company shall establish the Trust in accordance with
Section 7 to fund the obligations of the Company hereunder.

         (f) "ERISA" means the Employee Retirement Income Security Act of 1974,
as amended.

         (g) "Fair Market Value" means, if the Stock is listed on one or more
national securities exchanges, the mean between the highest and lowest sale
prices reported on the principal national securities exchange on which such
stock is listed and traded on the date immediately preceding the date of
determination, or, if there is no such sale on that date, then on the last
preceding date on which such a sale was reported. If the Stock is quoted on the
National Association of Securities Dealers Automated Quotation System
("NASDAQ"), the fair market value shall be deemed to be the mean between the
last quoted bid and asked prices on NASDAQ on the date immediately preceding the
date of determination, or if not quoted on that day, then on the last preceding
date on which such stock is quoted. If the Stock is not quoted on NASDAQ or
listed on an exchange, or representative quotes are not otherwise available, the
fair market value of the


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Stock shall mean the amount determined by the Compensation Committee to be the
fair market value based upon a good faith attempt to value the Stock accurately.

         (h) "Non-Employee Director" means a member of the Board of Directors
who, on the first day of any Plan Year (or such later date as he is first
elected or appointed to the Board of Directors), is not an employee of the
Company or any affiliate thereof.

         (i) "Participant" means any Non-Employee Director who elects under the
Plan to defer payment of all or a portion of such Participant's Annual Retainer
for any Plan Year.

         (j) "Plan Year" means each year beginning on the first day of January
and ending on the 31st day of December.

         (k) "Stock" means the Company's Common Stock, $0.01 par value per
share.

         (l) "Trust" means the Trust Under Zurich Reinsurance Centre Holdings,
Inc. Common Stock Purchase Plan for Non-Employee Directors.

         (m) "Trust Agreement" means the agreement between the Company and the
Trustee establishing the Trust.

         (n) "Trustee" means the trustee of the Trust, which shall be an
independent third party that may be granted corporate trust powers under state
law.

         SECTION 3. PARTICIPATION. Only Non-Employee Directors may participate
in the Plan. Participation in the Plan is voluntary. To participate in the Plan
for any Plan Year, a Non-Employee Director must file a written application with
the Administrator no later than the June 30 immediately preceding such Plan
Year, provided, however, that (i), with respect to the initial Plan Year, a
Non-Employee Director will have 30 days following the date the Plan is first
effective to file such application relating to such Plan Year, but then only
with respect to that portion of such Participant's Annual Retainer for such Plan
Year not earned at the time such election is filed, and (ii) the application of
a Non-Employee Director who was not a member of the Board of Directors as of
such June 30 with respect to a given Plan Year (or, with respect to the first
Plan Year, as of the date which is 30 days following the date the Plan is first
effective) must be filed within 30 days of the date the individual becomes a
Non-Employee Director, but then only with respect to that portion of such
Participant's Annual Retainer for such Plan Year(s) which is payable at least
six months after such election is filed. The Administrator shall notify each
Non-Employee Director of such Participant's prospective eligibility to
participate in the Plan at least 10 days prior to the deadline for the filing of
an application for participation; provided, however, that, with respect to the
initial Plan Year, Non-Employee Directors will be notified of prospective
eligibility as promptly as possible after the adoption of the Plan. The
application for participation shall evidence the Non-Employee Director's
acceptance of the benefits and terms of the Plan, and set forth the irrevocable
elections described in Section 5. Any application and all elections set forth
therein shall be applicable only to the Plan Year(s) referenced therein.

         SECTION 4.  ADMINISTRATION.

         (a) The Administrator. The Compensation Committee of the Company's
Board of Directors shall serve as the Administrator of the Plan. The
Administrator shall administer and enforce the Plan in accordance with its terms
and shall have all powers necessary to accomplish those purposes, including but
not limited to the following: (1) to compute and certify the amount and kind of
benefits payable to


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Participants and their Beneficiaries; (2) to maintain or to designate any person
or entity to maintain all records necessary for the administration of the Plan;
(3) to make and publish such rules for the regulation of the Plan as are not
inconsistent with the terms hereof; and (4) to provide for disclosure of such
information, including reports and statements to Participants or Beneficiaries,
and to provide for the making of applications and elections by Participants
under the Plan as may be required by the Plan or otherwise deemed appropriate by
the Administrator. Notwithstanding the above, no person who serves on such
committee shall participate in any matter which involves solely a determination
of the benefits payable to such person under the Plan. Any action of the
Administrator with respect to the Plan shall be conclusive and binding upon all
persons interested in the Plan except to the extent otherwise specifically
provided herein. The Administrator may appoint agents and delegate thereto such
powers and duties in connection with the administration of the Plan as the
Administrator may from time to time prescribe.

         (b) Annual Statements. As soon as practicable following the end of each
Plan Year, the Administrator shall furnish to each Participant a statement
indicating the number of Stock equivalents credited to such Participant's
Deferral Account as of the end of such Plan Year and the status of such Account.

         SECTION 5. ELECTIONS BY PARTICIPANTS. Each Non-Employee Director
electing to participate in the Plan for any Plan Year must irrevocably elect, in
accordance with the procedure set forth in Section 3, the following:

         (a) A percentage (up to 100%) of such Participant's Annual Retainer for
the Plan Year to be deferred under the Plan and paid in the form of Stock; and

         (b) The date on which such portion of the Participant's Annual Retainer
shall be paid or commence to be paid and the method in which such payment shall
be made. Such date and method shall be among those described in Section 8.

In the event the Annual Retainer of a Participant is increased during any Plan
Year, elections for such Participant in effect for such Plan Year shall apply to
the amount of such increase.

         SECTION 6. DEFERRAL ACCOUNTS.

         (a) Crediting of Annual Retainer. The portion of each Participant's
Annual Retainer deferred with respect to a Plan Year in accordance with Section
5 shall be credited to the Participant's Deferral Account (i) with respect to
amounts which otherwise would have been paid on the first day of any month, on
such day, and (ii) with respect to amounts which otherwise would have been paid
on other than the first day of any month, on the first day of the month
following the month in which such amounts otherwise would have been paid. The
amount credited to each Participant's Deferral Account on such day shall be
computed by applying the percentage elected by the Participant pursuant to
Section 5(a) to the amount of each such payment. (For example, if a Participant
has elected to defer 75% of such Participant's Annual Retainer for a Plan Year,
and if such Annual Retainer would otherwise be paid in monthly installments of
$1,000 on the first day of each month, then on each such day $750 would be
credited to the Participant's Deferral Account and $250 would be paid to the
Participant in cash.) As of each date on which amounts are credited to Deferral
Accounts, such amounts (without interest) shall be converted into that number of
Stock equivalents (rounded down to the nearest whole share) which equals the
amount so credited divided by the Fair Market Value of one share of Stock on
such date.


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         (b) Crediting of Dividends. Dividends payable with respect to Stock
equivalents credited to each Participant's Deferral Account shall be credited to
such Deferral Account as of the date dividends are actually paid with respect to
shares of Stock. As of the first day of the month following the month in which
such dividends are so credited, such dividends (without earnings) shall be
converted into the number of Stock equivalents (rounded down to the nearest
whole share) determined by applying the formula in the last sentence of Section
6(a) above.

         (c) Adjustments to Deferral Accounts. The amount of Stock equivalents
in each Participant's Deferral Account shall be appropriately adjusted upon the
occurrence of any stock split, reverse stock split, or stock dividend or other
non-cash distribution.

         (d) Effect of Payments. The amount of Stock equivalents and cash, if
any, credited to each Participant's Deferral Account shall be reduced by the
number of shares of Stock and amount of cash distributed to each Participant or
such Participant's Beneficiary from the Trust or directly from the Company as
payment of benefits due under the Plan.

         (e) Vesting. The interest of each Participant in any benefit payable
with respect to a Deferral Account hereunder shall be at all times fully vested
and non-forfeitable.

         SECTION 7.  THE TRUST.

         (a) Creation of the Trust. The Board of Directors shall cause the Trust
to be created, shall appoint the Trustee and shall authorize the appropriate
officers of the Company to execute all necessary trust agreements and other
instruments necessary therefor; provided, however, that (i) the terms of the
Trust shall be consistent with the status of the Plan as "unfunded" for purposes
of ERISA and (ii) the Trust shall conform to the terms of the model grantor
trust contained in Revenue Procedure 92-64, 1992-33 I.R.B.11.

         (b) Contributions to, and Purchase of Stock By, the Trust.

         (i) Not later than 10 days following each day on which amounts are
converted into Stock equivalents, the Company shall contribute to the Trust
either (A) that number of shares of Stock, or (B) cash in an amount sufficient
to allow the Trustee to purchase from the Company or on the open market that
number of shares of Stock, equal to the aggregate number of Stock equivalents
credited to Participants' Deferral Accounts on such day in accordance with
Section 6(a). Notwithstanding the above, the Company shall not be required to
contribute cash to the Trust pursuant to clause (B) above in an amount greater
than that which can be used by the Trustee on the date of such contribution to
purchase Stock within any purchase volume limitations imposed on the Trust by
applicable law or the rules of any exchange on which Stock is traded. In the
event the Company's total required contribution to the Trust cannot be made by
the above deadline pursuant to the preceding sentence, the Company shall make
periodic contributions to the Trust after such deadline until the Trust has
purchased the requisite number of shares of Stock.

         (ii) Also not later than 10 days following each day on which amounts
are credited to Deferral Accounts and converted into Stock equivalents, the
Administrator shall instruct the Trustee to purchase from the Company, or on the
open market, that number of shares of Stock equal to the aggregate number of
Stock equivalents, if any, credited to Participants' Deferral Accounts on such
day in accordance with Section 6(b). Any such purchase from the Company shall be
made from Stock held in the treasury, or authorized but unissued shares of
Stock, using cash dividends paid on Stock held in the Trust. The purchase price
for each such share of Stock purchased from the Company shall be determined by
the formula in the last sentence of Section 6(a). Notwithstanding the above, (i)
if such purchase is made on the


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open market, and if the cash dividends held in the Trust are insufficient to
purchase the necessary number of shares of Stock, the Company shall contribute
to the Trust additional cash in the amount required to allow the Trustee to
purchase such shares, and (ii) the Administrator shall not instruct the Trustee
to purchase Stock on the open market, and the Company shall not make any
additional contribution to the Trust pursuant to clause (i) of this sentence, to
the extent that the Trustee would be prevented from purchasing the requisite
shares of Stock due to any purchase volume limitations imposed on the Trust by
applicable law or the rules of any exchange on which Stock is traded. In the
event such instructions or contribution to the Trust cannot be made by the above
deadline pursuant to clause (ii) above, such instructions and contributions
shall be periodically made after such deadline until the Trust has purchased the
requisite number of shares of Stock.

         (iii) The Company shall impose such legends, stop transfer and other
restrictions on certificates evidencing Stock sold to the Trust by the Company
hereunder as it may deem advisable in order to comply with the Securities Act of
1933, as amended, the requirements of the New York Stock Exchange or any other
stock exchange or automated quotation system upon which the Stock is then listed
or quoted, any state securities laws applicable to such a sale or any provision
of the Company's Certificate of Incorporation or By-Laws or any contract to
which the Company is a party.

         (c) Treatment of Dividends Pending Purchase of Stock. Cash dividends
paid on Stock held in the Trust shall be invested in non-interest-bearing
accounts of a financial institution pending the use of such dividends to acquire
Stock in accordance with Section 6(b).

         (d) Distributions From the Trust. At each time payment of all or a
portion of each Participant's Deferral Account is due pursuant to an election
made in accordance with Section 5 (or pursuant to the death of a Participant in
accordance with Section 8(b)), the Administrator shall instruct the Trustee to
distribute Stock and cash from the Trust directly to such Participant or such
Participant's Beneficiary in an amount equal to the portion of such
Participant's Deferral Account which is so payable. Distributable amounts
expressed in the form of Stock equivalents shall be paid in Stock, and
distributable amounts expressed in the form of cash shall be paid in cash. In
the absence of such an instruction to the Trustee by the Administrator, a
Participant may directly instruct the Trustee to make such distribution, and the
Trustee shall do so if it determines that such distribution is in accordance
with the Participant's Section 5 election. If the Trustee fails to make any
distribution from the Trust required hereunder, the Company shall make such
distribution directly to the Participant entitled thereto from its general
assets, treasury Stock and authorized but unissued Stock; provided, however,
that in the event no treasury Stock or authorized but unissued Stock is
available, distributable amounts from a Participant's Deferral Account expressed
in the form of Stock equivalents shall be paid by the Company in the form of
cash, in an amount equal to the Fair Market Value of Stock represented by such
Stock equivalents as of the date of payment. If any payment is made to a
Participant by the Company pursuant to the preceding sentence, the Participant
shall be deemed to have assigned to the Company such Participant's rights to
receive such payment from the Trust, and the Company shall be subrogated to all
rights of the Participant therein.

         SECTION 8.  DISTRIBUTIONS.

         (a) Date of Commencement. A Participant may elect in accordance with
Section 5 that payment of the portion of such Participant's Deferral Account
attributable to the particular Annual Retainer being deferred be made in the
form of a single lump sum on either (i) any specific day selected by the
Participant


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(but in no event earlier than the second anniversary of the last day
of the Plan Year to which such deferral relates) or (ii) immediately upon
termination as a Non-Employee Director.

         (b) Distribution Upon Death. If a Participant dies before payment of
such Participant's Deferral Account is completed, the balance remaining in such
Deferral Account shall be paid to the Participant's Beneficiary in one lump sum
as soon as practicable following the Participant's death.

         SECTION 9. DESIGNATION OF BENEFICIARIES. Each Participant may designate
one or more Beneficiaries to receive the amounts distributable from the
Participant's Deferral Account under the Plan in the event of such Participant's
death. Such designations shall be made on forms provided by the Administrator. A
Participant may from time to time change such Participant's designated
Beneficiaries, without the consent of such Beneficiaries, by filing a new
designation in writing with the Administrator. The Company, Trustee and
Administrator may rely conclusively upon the Beneficiary designation last filed
in accordance with the terms of the Plan.

         SECTION 10. AMENDMENTS TO THE PLAN; TERMINATION OF THE PLAN. The Board
of Directors of the Company may amend, alter, suspend, discontinue or terminate
the Plan without the consent of any Participant; provided, however, that no such
amendment, alteration, suspension, discontinuation, or termination of the Plan
shall materially and adversely affect the rights of such Participant with
respect to payment of amounts already credited to such Participant's Deferral
Account, or amounts elected to be so credited for the Plan Year in which such
action is taken. The Plan has no fixed termination date. Notwithstanding
anything herein contained to the contrary, if approval of the Plan by the
Company's shareholders is not obtained at the annual meeting of shareholders
immediately following the Effective Date, the following shall occur as soon as
practicable following such meeting: (1) amounts credited to Deferral Accounts
shall be expressed in the form of cash, rather than Stock equivalents; (2) the
Company shall exercise its authority under the Trust to instruct the Trustee to
sell all Stock held in the Trust; (3) deferral elections with respect to the
remainder of the Plan Year in which such annual meeting occurs shall become null
and void, and no further deferral elections shall be allowed or amounts credited
to Deferral Accounts; and (4) payments of Deferral Accounts shall be made from
the Trust in the form of cash, as soon as practicable following the sale of
Stock held in the Trust. In addition, the Administrator may take such other
action as it deems necessary to ensure that Participants are not deemed to have
engaged in a "purchase" or "sale" of Stock pursuant to their participation in
the Plan, as such terms are used in Section 16(b) of the Securities Exchange Act
of 1934 and the rules and regulations promulgated thereunder.

         SECTION 11.  GENERAL PROVISIONS.

         (a) Limits on Transfer of Rights; Beneficiaries. No right or interest
of a Participant under the Plan shall be subject in any manner to anticipation,
alienation, sale, transfer, assignment, pledge, encumbrance, attachment or
garnishment by creditors of the Participant or such Participant's Beneficiary,
or shall be transferable by a Participant otherwise than by will or the laws of
descent and distribution; provided, however, that a Participant may designate a
Beneficiary in accordance with Section 9 to receive any payment or distribution
under the Plan in the event of death of the Participant. A Beneficiary,
guardian, legal representative or other person claiming any rights under the
Plan from or through any Participant shall be subject to all terms and
conditions of the Plan applicable to such Participant, except to the extent the
Plan otherwise provides with respect to such persons.


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         (b) Receipt and Release. Any payment to any Participant or Beneficiary
in accordance with the provisions of the Plan, whether made from the Trust or
directly from the Company, shall, to the extent thereof, be in full satisfaction
of all claims against the Company, the Administrator, the Trust and the Trustee,
and the Administrator may require such Participant or Beneficiary, as a
condition to such payment, to execute a receipt and release to such effect.

         (c) Status of the Plan. The Plan is not intended to be subject to
ERISA. To the extent the Plan is determined to be so subject, it is intended to
constitute a "plan which is unfunded and is maintained by the employer primarily
for the purpose of providing deferred compensation for a select group of
management or highly compensated employees," as such phrase is used in ERISA,
and the terms of the Plan shall be interpreted consistent with such intent. With
respect to any payment not yet made to a Participant under the Plan, nothing
contained in the Plan shall give a Participant any rights that are greater than
those of a general creditor of the Company; provided, however, that the assets
of the Trust shall be used solely to provide benefits under the Plan in the
absence of the insolvency of the Company.

         (d) No Rights of a Stockholder. Except as provided in the Trust
Agreement with respect to Stock held in the Trust, no Participant shall have any
of the rights or privileges of a shareholder of the Company as a result of the
making of an election under Section 5(b) of the Plan, or as a result of the
establishing of or crediting of any amounts to a Deferral Account under the
Plan, until Stock is actually distributed to the Participant pursuant to Section
7(d) of the Plan.

         (e) No Right to Continued Election as a Director. Nothing contained in
the Plan shall confer, and no establishment of or crediting of any amounts to a
Deferral Account shall be construed as conferring, upon any Participant, any
right to continue as a member of the Board of Directors, or to interfere in any
way with the right of the Company to increase or decrease the amount of the
Annual Retainer or any other compensation payable to Non-Employee Directors.

         (f) Plan Expenses. All expenses and costs incurred in connection with
the operation of the Plan and the Trust shall be borne by the Company.

         (g) Governing Law. The validity, construction and effect of the Plan
and any rules and regulations relating to the Plan shall be determined in
accordance with the laws of the State of Delaware, without giving effect to
principles of conflicts of laws, and applicable Federal law.

         (h) Interpretation. Whenever necessary or appropriate in the Plan,
where the context admits, the singular term and the related pronouns shall
include the plural and the masculine gender shall include the feminine gender.


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