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                                                                Exhibit 10.08

                             EMPLOYMENT AGREEMENT
                  (amended and restated as of August 19, 1996)


                  AGREEMENT, made and entered into this 19th day of August, 1996
by and between Mid Ocean Reinsurance Company Ltd., a Bermuda corporation (the
"COMPANY"), Mid Ocean Limited, a Cayman Islands corporation (the "PARENT") and
Charles F. Hays (the "EXECUTIVE").

                  WHEREAS, on November 1, 1993, the company and the Executive
entered into an employment agreement (the "PRIOR AGREEMENT") pursuant to which
the Parent agreed to employ the Executive, and the Executive agreed to serve, as
Chief Financial and Administrative Officer, subject to the terms and conditions
of the Prior Agreement; and

                  WHEREAS, the Parent desires to amend and restate the Prior
Agreement as set forth herein and the Company desires to become a party;

                  WHEREAS, the Executive wishes to continue such employment with
the Parent under the terms and conditions of this Agreement;
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                  NOW, THEREFORE, in consideration of the premises and mutual
covenants contained herein and for other good and valuable consideration, the
Company, the Parent and the Executive (the "PARTIES") agree as follows:

                  1.       EMPLOYMENT.

                  The Company and Parent hereby employ the Executive, and the
Executive hereby accepts employment with the Company, for the term of this
Agreement as set forth in Section 2, below, in the position and with duties and
responsibilities set forth in Section 3, below, and upon such other terms and
conditions as are hereinafter stated.

                  2.     TERM OF EMPLOYMENT.

                  The term of employment under this Agreement shall commence on
August 19, 1996 (the "DATE OF THE AGREEMENT") and shall continue through the
close of business on the third anniversary of the Date of the Agreement, subject
to earlier termination as provided in Section 9, below. Thereafter such term
shall automatically be renewed for successive one-year periods unless the
Company and Parent give notice in writing to the Executive or the Executive
gives notice in writing to the Company and Parent at least 60 days prior to the
then scheduled expiration date that the term is not to so renew.

                  3.      POSITIONS, DUTIES AND RESPONSIBILITIES.

                  (a) GENERAL. The Executive shall be employed as Chief
Financial and Administrative Officer and Senior Vice President of the Parent,
and Executive Vice President of the Company with, in each case, such duties and
responsibilities, including but not limited to 


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financial and administrative duties and responsibilities, as may be assigned to
him by the President and Chief Executive Officer of the Parent or the Company,
as the case may be, (currently, Michael A. Butt) or his successor. In carrying
out his duties and responsibilities, the Executive shall report to Mr. Butt or
his successor. During the term of this Agreement, the Executive shall devote his
full business time to the business and affairs of the Company and Parent,
including any corporation, partnership or other venture in which the Company or
Parent owns, directly or indirectly, 50 percent or more of the stock or, in the
case of any entity or venture other than a corporation, 50 percent or more of
the equity interest (an "AFFILIATE"), and shall use his best efforts, skills and
abilities to promote the Company's and Parent's interests.

                  (b) PERFORMANCE OF SERVICES. The Executive shall be stationed
in Bermuda and his services under this Agreement shall be generally performed in
Bermuda unless the Executive and the Parent's Board of Directors (the "PARENT
BOARD") and the Company's Board of Directors (the "BOARD") mutually agree in
writing to the performance of such duties in another location outside the United
States.


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                  (c) PERMITTED ACTIVITIES. Anything herein to the contrary
notwithstanding, nothing shall preclude the Executive from (i) serving on the
boards of directors of a reasonable number of other corporations or the boards
of a reasonable number of trade associations and/or charitable organizations,
(ii) engaging in charitable activities and community affairs and (iii) managing
his personal investments and affairs, provided such activities do not materially
interfere with the proper performance of his duties and responsibilities as
resident Underwriter for and Chief Financial and Administrative Officer of the
Parent and Executive Vice President of the Company.

                  4.     BASE SALARY.

                  The Executive shall be paid a Base Salary by the Company at an
annual rate of US $310,000, payable in accordance with the Company's regular pay
practices. Such Base Salary shall be subject to annual review and may be
increased at the discretion of the Executive Committee of the Board.

                  5.     ANNUAL BONUS.

                  In addition to the Base Salary provided for in Section 4,
above, the Executive may be awarded such annual bonuses as may be determined by
the Executive Committee of the Board, based on whatever incentive programs have
been adopted by the Company for senior executives of the Company, as well as the
performance of the Executive and the performance of the Company. Any bonus shall
be paid in cash in a lump sum promptly following determination thereof.


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                  6.    STOCK OPTION.

                  The Parent has granted the Executive a 10-year option under
the Parent's 1993 Long-Term Incentive and Share Award Plan (the "PLAN") to
purchase shares of the Common Stock of the Parent referred to in the Plan at the
purchase price referred to therein (the "OPTION"). The Option shall vest and
become exercisable on a cumulative basis as to 20% of the shares subject to the
Option on the first anniversary of the date of the Agreement and an additional
20% of such shares on each anniversary thereafter until it is fully exercisable
and shall be subject to the terms and conditions of the Plan. The Option and any
other options to purchase equities securities of the Parent granted to Executive
under the Plan or otherwise shall be 100% exercisable upon a "CHANGE OF CONTROL"
(as defined in Exhibit A hereto).

                  7.       EMPLOYEE BENEFIT PROGRAM.

                  During the term of the Executive's employment under this
Agreement, the Executive shall be entitled to participate in all employee
benefit programs of the Company and Parent as are in effect from time to time
and in which senior executives of the Company and Parent are eligible to
participate. It is expected that such programs will include standard
arrangements for medical, hospitalization, life, travel and accident insurance,
disability protection and retirement benefits. Coverage may, in the discretion
of the Company and Parent, be provided through purchase of separate insurance
contracts or through self-insurance.


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                  8.       BUSINESS EXPENSE REIMBURSEMENT AND FRINGE BENEFITS.

                  (a) EXPENSE REIMBURSEMENT. During the term of the Executive's
employment under this Agreement, the Executive shall be entitled to receive
reimbursement by the Company or Parent for all reasonable out-of-pocket travel
expenses, entertainment expenses and other expenses incurred by him in
performing services under this Agreement, provided that the Executive submits
reasonable documentation with respect to such expenses. This shall include,
without limitation, reimbursements of any such costs for air fare (which the
Executive shall be entitled to on a first-class basis), hotel accommodations and
meals.

                  (b) FRINGE BENEFITS. During the term of the Executive's
employment under this Agreement, the Executive shall be entitled to participate
in any of the Company's or Parent's executive fringe benefits in accordance with
the terms and conditions of such arrangements as are in effect from time to time
for the Company's or Parent's senior executives. In all events, the Executive
shall be entitled during the period he is employed to the following:

                  (i) a living allowance of up to US $8,000 per month (to be
         prorated for partial months) while the services are generally performed
         in Bermuda,

                  (ii) use of an automobile in Bermuda,

                  (iii) reimbursement of the cost (including initiation fees and
         annual dues) of membership in two clubs in Bermuda,

                  (iv) reimbursement by the Company or Parent for the reasonable
         cost of financial and tax planning, such reimbursement not to exceed US
         $10,000 per year; and


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                  (v) air fare for up to three round-trip first-class
         non-business trips per year between New York and Bermuda by the
         Executive and such members of his family as may accompany him (the
         benefit under this Section 8(b)(iv) being in addition to any
         reimbursement of air fare described in Section 8(a)).

                  9.       TERMINATION OF EMPLOYMENT.

                  (a) TERMINATION DUE TO DEATH. In the event the Executive dies
during the term of employment, the Executive's spouse or, if she does not
survive him, the estate or other legal representative of the Executive shall be
entitled to receive the Executive's Base Salary as provided in Section 4, above,
at the rate in effect immediately prior to termination, through the end of the
month in which the Executive dies. In addition to the above, the estate or other
legal representative of the Executive shall be entitled to:

                  (i) any annual bonus awarded but not yet paid under Section 5,
         above,

                  (ii) a pro rata bonus for the year of death, if the Executive
         Committee of the Board so determines,

                  (iii) the rights under the Option and all other options as
         provided in Section 6, above, in accordance with the terms thereof, and

                  (iv) any other rights and benefits available under employee
         compensation or benefit programs of the Company and Parent, or their
         equivalent, as provided in Section 7, above, and under business expense
         reimbursement and fringe benefit programs as described in Section 8,
         above, determined in accordance with the applicable terms and


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         provisions of such programs.

                  (b) TERMINATION DUE TO DISABILITY. In the event the
Executive's employment with the Company and Parent is terminated due to his
disability, as determined under the Company's or Parent's long-term disability
plan, the Executive shall be entitled to:

                  (i) the Base Salary as provided in Section 4, above, through
         the end of the month in which the Executive's employment terminates due
         to disability,

                  (ii) any annual bonus awarded but not yet paid under Section
         5, above,

                  (iii) the rights under the Option and all other options as
         provided in Section 6, above, in accordance with the terms thereof,

                  (iv) any other rights and benefits available under employee
         benefit programs of the Company and Parent, or their equivalent, as
         provided in Section 7, above, including, without limitation, the terms
         of any long-term disability plan, and under the business expense
         reimbursement and fringe benefit programs as described in Section 8,
         above, determined in accordance with the applicable terms and
         provisions such programs.

                  (c)      TERMINATION FOR CAUSE.

                  (i) The employment of the Executive under this Agreement may
         be terminated by the Parent or the Company for Cause. For this purpose,
         "CAUSE" shall mean:


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                           (A) conviction of the Executive of a felony involving
                  moral turpitude, or

                           (B) the Executive, in carrying out his duties for the
                  Company or Parent under this Agreement, has been guilty of (I)
                  gross neglect or (II) gross misconduct.

                  (ii) In the event of a termination for Cause under Section
         9(c)(i) above, the Executive shall be entitled only to:

                           (A) Base Salary as provided in Section 4, above, at
                  the rate in effect at the time of his termination of
                  employment for Cause, through the date on which termination
                  for Cause occurs,

                           (B) the rights, if any, under the Option and all
                  other options as provided in Section 6, above, or otherwise,
                  determined in accordance with the terms thereof, and

                           (C) any other rights and benefits, if any, available
                  under employee benefit program of the Company and Parent, or
                  their equivalent, as provided in Section 7, above, and under
                  the business expense reimbursement and fringe benefit programs
                  as described in Section 8, above, determined in accordance
                  with the applicable terms and provisions of such programs.

                  (d)      TERMINATION WITHOUT CAUSE.


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                  (i) Anything in this Agreement to the contrary
         notwithstanding, the Executive's employment may be terminated without
         Cause as provided in this Section 9(d). A termination due to
         disability, as described in Section 9(b), above, or a termination for
         Cause, as described in Section 9(c), above, shall not be deemed a
         termination without Cause under this Section 9(d).

                  (ii) In the event the Executive's employment is terminated
         without Cause prior to Change in Control or following the first
         anniversary of a Change in Control, the Executive shall be entitled to:

                           (A) Base Salary as provided in Section 4, above, at
                  the rate in effect in accordance with Section 4, above,
                  immediately prior to such termination, payable in equal
                  monthly installments for a period of 12 months following the
                  date of such termination,

                           (B) any annual bonus awarded but not yet paid under
                  Section 5, above,

                           (C) the rights under the option and all other options
                  as provided in Section 6, above, determined in accordance with
                  the terms thereof,

                           (D) continued coverage under the employee benefit
                  programs of the Company, or their equivalent, as provided in
                  Section 7, above, in which the Executive was participating at
                  the time of his termination of employment for the period of
                  salary continuation or, if longer, for the period provided in
                  such programs; provided, however, that any such continued
                  coverage shall be offset by 


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                  comparable coverage provided to the Executive in connection
                  with subsequent full-time employment and, to the extent the
                  Company is unable to continue such coverage, the Company shall
                  provide the Executive with economically equivalent benefits
                  determined on an after-tax basis, and

                           (E) any other rights and benefits available under
                  employee benefit programs of the Company and Parent, or their
                  equivalent, as provided in Section 7, above, and under the
                  business expense reimbursement and fringe benefit programs as
                  described in Section 8, above, determined in accordance with
                  the applicable terms and provisions of such programs.

                  (iii) In the event the Executive's employment is terminated by
         the Company or Parent without Cause within the 12-month period
         following a Change in Control (the "POST-CHANGE PERIOD") or the
         Executive terminates his employment for "GOOD REASON" (as defined in
         Exhibit B hereto) during the Post-Change Period, the Executive shall be
         entitled to:

                           (A) Base Salary as provided in Section 4, above, at
                  the rate in effect in accordance with Section 4, above,
                  immediately prior to such termination, payable in equal
                  monthly installments for a period of 24 months following the
                  date of such termination,

                           (B) an amount equal to two times the largest annual
                  bonus awarded to the Executive in the three-year period prior
                  to the year in which a Change in Control occurs, paid in equal
                  monthly installments for the period of Base Salary


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                  continuation.

                           (C) an amount equal to the annual bonus that would
                  have been awarded to Executive in respect of the year in which
                  the Change in Control occurs, multiplied by a fraction, the
                  numerator of which is the number of months or fraction thereof
                  in which the Executive was employed by the Company in such
                  year, and the denominator of which is 12.

                           (D) the rights under the Option, and all other
                  options as provided in Section 6, above, determined in
                  accordance with the terms thereof,

                           (E) continued coverage under the employee benefit
                  programs of the Company and Parent, or their equivalent, as
                  provided in Section 7, above, in which the Executive was
                  participating at the time of his termination of employment for
                  the period of Base Salary continuation or, if longer, for the
                  period provided in such programs; provided, however, that any
                  such continued coverage shall be offset by comparable coverage
                  provided to the Executive in connection with subsequent
                  full-time employment and, to the extent the Company and Parent
                  are unable to continue such coverage, the Company and Parent
                  shall provide the Executive with economically equivalent
                  benefits determined on an after-tax basis,

                           (F) any other rights and benefits available under
                  employee benefit programs of the Company and Parent, or their
                  equivalent, as provided in Section 7, above, and under the
                  business expense reimbursement and fringe benefit programs as
                  described in Section 8, above, determined in accordance with
                  the 


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                  applicable terms and provisions of such programs; and

                           (G) full and immediate vesting under the Company's
                  pension plans as of the date of termination, to the extent
                  permitted by applicable law.

                  (iv) If, at any time during the term of the Executive's
         employment hereunder, the Executive fails to be appointed (or
         re-appointed, as appropriate) as Chief Financial and Administrative
         Officer and Senior Vice President of the Parent and Executive Vice
         President of the Company, the Executive shall have the right to
         terminate his employment and such termination, if prior to a Change in
         Control, shall be deemed a termination by the Company and Parent
         without Cause under Section 9(d)(H), above, or, if following a Change
         in Control, shall be deemed a termination by the Company and Parent
         without Cause under Section 9(d)(iii), above, provided that the
         Executive in either case shall have given the Company and Parent
         written notice of his decision and shall not within 10 business days
         thereafter have been reinstated to the relevant positions.

         (e) VOLUNTARY TERMINATION BY THE EXECUTIVE. The Executive may
voluntarily terminate his employment prior to the expiration of the term of this
Agreement. Such termination shall constitute a voluntary termination and, except
as provided in Section 9(d)(iii), above, in such event the Executive shall be
limited to the same rights and benefits as applicable to a termination by the
Company or Parent for Cause as provided in Section 9(c), above. A voluntary
termination under this Section 9(e) shall not be deemed a breach of this
Agreement. A termination of the Executive's employment due to disability as
described in Section 9(b), above, a termination by the Executive which the
Executive is entitled to treat as a termination by the 


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Company or Parent pursuant to Section 9(d), above, or a termination by the
Executive under Section 9(d)(iii), above, shall not be deemed a voluntary
termination within the meaning of this Section 9(e).



                  10.      NO MITIGATION; NO OFFSET.

                  In the event of any termination of employment under Section 9,
above, the Executive shall be under no obligation to seek other employment, and
there shall be no offset against amounts due the Executive under this Agreement
on account of any remuneration attributable to any subsequent employment that he
may obtain.

                  11.      NONCOMPETITION AND NONSOLICITATIAN.

                  (a) NONCOMPETITION. During the term of his employment and for
a period of 24 months thereafter, the Executive shall not engage in any
activities in Bermuda if such activities involve business that is competitive
with that being conducted by the Company or Parent. For purposes of this Section
11, the Company or Parent shall be deemed to include any entity that was an
Affiliate of the Company or Parent during the period of the Executive's
employment as well as the time in question.

                  (b) NONSOLICITATION. During the term of the Executive's
employment under this Agreement, and for a period of 24 months following
termination of employment, the Executive shall not encourage any other employee
of the Company or Parent to leave the employ of the Company or Parent.


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                  12.    CONFIDENTIAL INFORMATION.

                  The Executive covenants that he shall not, without the prior
written consent of the Board or Parent Board or a person authorized by the Board
or Parent Board, disclose to any person, other than an employee of the Company
or Parent Board or other person to whom disclosure is necessary to the
performance by the Executive of his duties in the employ of the Company or
Parent Board, any confidential proprietary information about the Company or an
Affiliate or their respective businesses, unless and until such information has
become known to the public generally (other than as a result of unauthorized
disclosure by the Executive) or unless he is required to disclose such
information by a court or by a governmental body with apparent authority to
require such disclosure. The foregoing covenant by the Executive shall be
without limitation as to time and geographic application.


                  13.    WITHHOLDING.

                  Anything in this Agreement to the contrary notwithstanding,
all payments required to be made by the Company or Parent hereunder to the
Executive shall be subject to withholding of such amounts relating to taxes as
the Company or Parent may reasonably determine it should withhold pursuant to
any applicable law or regulation. In lieu of withholding such amounts, in whole
or in part, the Company or Parent may, in its sole discretion, accept other
provision for payment of taxes as required by law, provided it is satisfied that
all requirements of law affecting its responsibilities to withhold such taxes
have been satisfied.


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                  14.    ENTIRE AGREEMENT.

                  This Agreement, together with the Exhibits, contains the
entire agreement between the Parties concerning the subject matter hereof and
supersedes all prior agreements, understandings, discussions, negotiations and
undertakings, whether written or oral, between the Company, the Parent and the
Executive with respect thereto.

                  15.    ASSIGNABILITY; BINDING NATURE.

                  This Agreement shall be binding upon and inure to the benefit
of the Parties and their respective successors, heirs and assigns. No rights or
obligations of the Executive under this Agreement may be assigned or transferred
by the Executive other than his rights to compensation and benefits hereunder,
which may be transferred by will or operation of law subject to the limitations
of this Agreement. No rights or obligations of the Company or Parent under this
Agreement may be assigned or transferred by the Company or Parent except that
such rights or obligations may be assigned or transferred pursuant to a merger
or consolidation in which the Company or Parent is not the continuing entity, or
the sale or liquidation of all or substantially all of the assets of the Company
or Parent, provided that the assignee or transferee is the successor to all or
substantially all of the assets of the Company or Parent and such assignee or
transferee assumes the liabilities, obligations and duties of the Company or
Parent, as contained in this Agreement, either contractually or as a matter of
law.

                  16.    INDEMNIFICATION.


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                  The Executive shall be provided indemnification by each of the
Company and Parent to the maximum extent permitted under the laws of their
respective jurisdictions of incorporation and their respective charter
documents. In addition, he shall be covered by a directors' and officers'
liability policy with coverage for him to the extent of US $50,000,000.

                  17.      EXCISE TAX ADJUSTMENT PAYMENTS

                  (a) PAYMENTS. In the event that it is determined that any
payment or distribution by the Company or Parent to or for the benefit of
Executive, whether paid or payable or distributed or distributable pursuant to
the terms of this Agreement or otherwise, other than any payment pursuant to
this Section 17(a), (a "PAYMENT"), would be subject to the excise tax imposed by
Section 4999 of the Internal Revenue Code of 1986, as amended (the "CODE") or
any interest or penalties with respect to such excise tax (such excise tax,
together with any such interest and penalties, are hereinafter collectively
referred to as the "EXCISE TAX"), then Executive shall be entitled to receive
from the Company or Parent, within 15 days following the determination described
in Section 17(b), below, an additional payment ("EXCISE TAX ADJUSTMENT PAYMENT")
in an amount such that after payment by Executive of all applicable Federal,
state and local taxes (computed at the maximum marginal rates and including any
interest or penalties imposed with respect to such taxes), including any Excise
Tax, imposed upon the Excise Tax Adjustment Payment, Executive retains an amount
of the Excise Tax Adjustment Payment equal to the Excise Tax imposed upon the
Payments.


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                  (b) DETERMINATIONS. All determinations required to be made
under this Section 17, including whether an Excise Tax Adjustment Payment is
required and the amount of such Excise Tax Adjustment Payment, shall be made by
KPMG Peat Marwick LLP, or such other national accounting firm as the Company or
Parent may designate prior to a Change of Control, which shall provide detailed
supporting calculations to the Company and the Executive within 15 business days
of the date of termination of Executive's employment. Except as hereinafter
provided, any determination by KPMG Peat Marwick LLP, or such other national
accounting firm as the Company or Parent may designate prior to a Change of
Control, shall be binding upon the Company, Parent and the Executive. As a
result of the uncertainty in the application of Section 4999 of the Code at the
time of the initial determination hereunder, it is possible that (x) certain
Excise Tax Adjustment Payments will not have been made by the Company or Parent
which should have been made (an "UNDERPAYMENT"), or (y) certain Excise Tax
Adjustment Payments will have been made which should not have been made (an
"OVERPAYMENT"), consistent with the calculations required to be made hereunder.
In the event of an Underpayment, such Underpayment shall be promptly paid by the
Company or Parent to or for the benefit of the Executive. In the event that the
Executive discovers that an Overpayment shall have occurred, the amount thereof
shall be promptly repaid to the Company or Parent.

                   18.     SETTLEMENT OF DISPUTES.


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                  Any dispute between the Parties arising from or relating to
the terms of this Agreement or the Executive's employment with the Company or
Parent shall be resolved by arbitration held in New York City in accordance with
the rules of the American Arbitration Association. All costs associated with any
arbitration, including all legal expenses, for the Parties shall be borne by the
Company and Parent.

                  19.    AMENDMENT OR WAIVER.

                  No provision in this Agreement may be amended unless such
amendment is agreed to in writing, signed by the Executive and by a duly
authorized officer of the Company and Parent. No waiver by any Party of any
breach by the other Party of any condition or provision of this Agreement to be
performed by such other Party shall be deemed a waiver of a similar or
dissimilar condition or provision at the same or any prior or subsequent time.
Any waiver must be in writing and signed by the Executive or a duly authorized
officer of the Company and Parent, as the case may be.

                  20.     NOTICES.

                  Any notice required or permitted to be given under this
Agreement shall be in writing and shall be deemed to have been given when
delivered personally or sent by courier, or by certified or registered mail,
postage prepaid, return receipt requested, duly addressed to the Party concerned
at the address indicated below or to such changed address as such Party may
subsequently by similar process give notice of:

If to the Company:                  Mid Ocean Reinsurance Company Ltd.


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                                    Richmond House
                                    12 Par-la-Ville Road
                                    P.O. Box HM 1066
                                    Hamilton HM EX Bermuda


If to the Parent:                   Mid Ocean Limited
                                    Richmond House
                                    12 Par-la-Ville Road
                                    P.O. Box HM 1066
                                    Hamilton HM EX Bermuda



If to the Executive:                Charles F. Hays
                                    Oleander Brakes
                                    49 St. Anne's Road
                                    Southampton SN 02
                                    Bermuda
                                    Fax (441) 238-3909


                  21.  SEVERABILITY.

                  In the event that any provision or portion of this Agreement
shall be determined to be invalid or unenforceable for any reason, in whole or
in part, the remaining provisions of this Agreement shall be unaffected thereby
and shall remain in full force and effect to the fullest extent permitted by
law.

                  22.     SURVIVORSHIP.


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                  The respective rights and obligations of the Parties shall
survive any termination of this Agreement to the extent necessary to the
intended preservation of such rights and obligations.

                  23.     REFERENCES.

                   In the event of the Executive's death or a judicial
determination of his incompetence, reference in this Agreement to the Executive
shall be deemed, where appropriate, to refer to his estate or other legal
representative.

                  24.     GOVERNING LAW.

                  This Agreement shall be governed by and construed and
interpreted in accordance with the laws of the State of New York without
reference to the principles of conflict of laws.

                  25.     HEADINGS.

                  The headings of the sections contained in this Agreement are
for convenience only and shall not be deemed to control or affect the meaning or
construction of any provision of this Agreement.

                  26.     COUNTERPARTS.

                  This Agreement may be executed in one or more counterparts.


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                  IN WITNESS WHEREOF, the undersigned have executed this

Agreement as of the date first written above.

                                    MID OCEAN LIMITED



                                    By: /s/ Michael A. Butt          
                                       -------------------------------


                                    MID OCEAN REINSURANCE COMPANY LTD.



                                    By: /s/ Charles F. Hays           
                                       -------------------------------
                                        Charles F. Hays


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                                                                       EXHIBIT A

                                CHANGE IN CONTROL

                  A "Change in Control" shall be deemed to have occurred if:

         (1)      on or after the date hereof, any person (which, for all
                  purposes hereof, shall include, without limitation, an
                  individual, sole proprietorship, partnership, unincorporated
                  association, unincorporated syndicate, unincorporated
                  organization, trust, body corporate and a trustee, executor,
                  administrator or other legal representative), or any group
                  (within the meaning of Section 13(d)(3) of the United States
                  Securities Exchange Act of 1934, as amended), becomes the
                  beneficial owner, directly or indirectly, of securities of the
                  Parent representing, or acquires the right to control or
                  direct, or to acquire through the conversion or exchange of
                  securities or the exercise of warrants or other rights to
                  acquire securities ("Beneficial Owner"), 20% or more of the
                  combined voting power of the Parent's then outstanding
                  securities ("Significant Owner") (excluding any person who or
                  group which, together with all affiliates and associates of
                  such person or group, would on the date of this Agreement but
                  for this clause be a Significant Owner as long as such person
                  or group does not subsequently become the Beneficial Owner of
                  any additional securities of the Parent in any manner other
                  than a change in the aggregate number of the outstanding
                  securities of the Parent, and other than pursuant to any
                  purchase or acquisition permitted by the first full paragraph
                  of the second page of that Standstill 


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                  Agreement dated June 2, 1995 between the Parent and EXEL
                  Limited) and, for the purposes hereof, "voting power" means
                  the right to vote for the election of directors; or

         (ii)     at any time subsequent to the execution of this contract there
                  shall be elected or appointed to the Parent Board any director
                  or directors whose appointment or election by the Parent's
                  shareholders was not approved by a vote of at least a majority
                  of the directors then still in office who were either
                  directors at the date hereof or whose election or appointment
                  or nomination for election was previously so approved.

The determination to be made pursuant to clause (i) above shall be made on the
basis that (x) all securities beneficially owned by the person or group or over
which control or direction is exercised by the person or group which are
convertible or exchangeable into securities carrying voting rights have been
converted or exchanged and all options, warrants, exchange rights or other
rights which may be exercised to acquire securities beneficially owned by the
person or group or over which control or direction is exercised by the person or
group have been exercised, and (y) no such convertible or exchangeable
securities have been converted or exchanged by any other person and no such
options, warrants, exchange rights or other rights have been exercised by any
other person.


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<PAGE>   25
                                                                       EXHIBIT B


                                   GOOD REASON


                  For purposes of this Agreement, "Good Reason" shall mean any
of the following (without Executive's express prior written consent):


                  (i)      (A) The assignment to Executive of duties materially
                           inconsistent with Executive's position (including
                           duties, responsibilities, status, titles or offices
                           as set forth in Section 2 hereof); or (B) any
                           elimination or reduction of Executive's duties or
                           responsibilities except in connection with the
                           termination of Executive's employment for Cause,
                           disability or as a result of Executive's death or by
                           Executive other than for Good Reason;

                  (ii)     The (A) reduction in Executive's Base Salary from the
                           level in effect immediately prior to, or (B) payment
                           of an annual bonus in an amount less than the most
                           recent annual bonus paid prior to the Change in
                           Control;

                  (iii)    The failure by the Company or Parent to obtain the
                           specific assumption of this Agreement by any
                           successor or assign of Parent or the Company or any
                           person acquiring substantially all of the Company's
                           or Parent's assets;

                  (iv)     Any material breach by the Company or Parent of any
                           provision of this Agreement or any agreements entered
                           into pursuant thereto;


                                      -25-
<PAGE>   26
                  (v)      Requiring Executive to be based at any office or
                           location other than those described in Section 2(a)
                           hereof, except for travel reasonably required in the
                           performance of the Executive's responsibilities; or



                  (vi)     During the twelve month period following a Change in
                           Control, (A) the failure to continue in effect any
                           compensation plan in which Executive participates at
                           the time of the Change in Control unless an equitable
                           arrangement (embodied in an ongoing substitute or
                           alternative plan providing Executive with
                           substantially similar benefits) has been made with
                           respect to such plan in connection with the Change in
                           Control, or the failure to continue Executive's
                           participation therein on substantially the same
                           basis, both in terms of the amount of benefits
                           provided and the level of his participation relative
                           to other participants, as existed at the time of the
                           Change in Control; or (B) the failure to continue to
                           provide Executive with benefits at least as favorable
                           in the aggregate as those enjoyed by him under any of
                           the Company's or Parent's pension, life insurance,
                           medical, health and accident, disability, deferred
                           compensation or savings plans in which he was
                           participating at the time of the Change of Control,
                           the taking of any action which would directly or
                           indirectly materially reduce any of such benefits or
                           deprive Executive of any fringe benefit enjoyed by
                           him at the time of the Change of Control, or the
                           failure to provide him with the number of paid
                           vacation days to which he was entitled on the basis
                           of the Company's practice with respect to him as in
                           effect at the time of the Change of Control.


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