Exhibit
10.7


AMENDED AND RESTATED


EMPLOYMENT
AGREEMENT


This Amended and Restated Employment Agreement is
dated as of June  30,  2003 and is entered into between
Renaissance Services Ltd. (the
‘‘Company’’), and William J. Ashley
(‘‘Employee’’).

WHEREAS, the Company
and Employee are presently parties to an Employment Agreement, dated as
of December  1,  2001 (the ‘‘Prior
Agreement’’); and

WHEREAS, the Company desires to
enter into an amended and restated agreement embodying the terms of
Employee’s continued employment (this
‘‘Agreement’’) and the Employee desires to
enter into this Agreement and to accept such continued employment,
subject to the terms and provisions of this Agreement.

NOW,
THEREFORE, the parties hereby agree:

ARTICLE
I.

Employment, Duties and
Responsibilities

1.01. Employment. During the
Term (as defined below), Employee shall serve as a key employee of the
Company. Employee agrees to devote his full time and efforts to promote
the interests of the Company.

1.02. Duties and
Responsibilities. Employee shall have such duties and
responsibilities as specified by the person to which the Employee
directly reports and who supervises the Employee’s work on a
regular basis (the ‘‘Direct Supervisor’’).
These duties and responsibilities may be modified from time to time and
as are consistent with the Employee’s
position.

1.03. Base of Operation.
Employee’s principal base of operation for the performance of
his duties and responsibilities under this Agreement shall be the
offices of the Company in Bermuda; provided, however,
that Employee shall perform such duties and responsibilities outside of
Bermuda as shall from time to time be reasonably necessary to fulfill
his obligations hereunder.  Employee’s performance
of any duties and responsibilities outside of Bermuda shall be
conducted in a manner consistent with any guidelines provided to
Employee by the Board of Directors of the Company (the
‘‘Company’s Board’’).

ARTICLE
II.

Term

2.01. Term. Subject to Article
V, the employment of the Employee under this Agreement shall be for a
term (the ‘‘Term’’) commencing as of the
date first written above and continuing until the first anniversary of
the date first written above; provided, however, that
the Term shall be extended for successive one-year periods as of each
anniversary date of the date first written above (each, a
‘‘Renewal Date’’) unless, with respect to
any such Renewal Date, either party hereto gives the other party at
least 30 days prior written notice of its election not to so extend the
Term.

ARTICLE III.

Compensation and
Expenses

3.01. Salary, Incentive Awards and
Benefits. As compensation and consideration for the performance by
Employee of his obligations under this Agreement, Employee shall be
entitled, during the Term, to the following (subject, in each case, to
the provisions of Article V hereof):

(a) Salary;
Bonus. The Company shall pay Employee a base salary at a rate to
be determined by the Company’s Board, upon recommendation of the
Direct Supervisor, or if such Direct Supervisor 









is not an officer of the Company, an officer
of the Company. Bonuses shall be payable at the discretion of the
Company. Salary and bonuses shall be payable in accordance with the
normal payment procedures of the Company and subject to such
withholding and other normal employee deductions as may be required by
law.

(b) Awards. Employee may participate in the
stock incentive plans of the Company, as amended through the date
hereof and hereafter from time to time (the
‘‘Plans’’) of RenaissanceRe Holdings Ltd.
(‘‘Holdings’’), the Company’s
ultimate parent company. Employee may receive grants from time to time
as determined by the Compensation Committee of the Holdings Board of
Directors. Employee shall enter into separate award agreements with
respect to such awards granted to him
(‘‘Awards’’) under the Plans, and his
rights with respect to such Awards shall be governed by the Plans and
such award agreements.

(c) Benefits. Employee
shall be eligible to participate in such life insurance, health,
disability and major medical insurance benefits, and in such other
employee benefit plans and programs for the benefit of the employees
and officers of the Company, as may be maintained from time to time
during the Term, in each case to the extent and in the manner available
to other employees of the Company, subject to the terms and provisions
of such plan or program.

(d) Vacation. Employee
shall be entitled to reasonable paid vacation periods, in accordance
with Company policy, to be taken at his discretion, in a manner
consistent with his obligations to the Company under this Agreement,
and subject, with respect to timing, to the reasonable approval of the
Employee’s supervisor at the
Company.

(e) Indemnification/Liability Insurance.
The Company shall indemnify Employee as required by the Bye-laws, and
may maintain customary insurance policies providing for indemnification
of Employee.

3.02. Expenses; Perquisites. During
the Term, the Company shall provide Employee with the following expense
reimbursements and perquisites:

(a) Business
Expenses. The Company will reimburse Employee for reasonable
business-related expenses incurred by him in connection with the
performance of his duties hereunder, subject, however, to the
Company’s policies relating to business-related expenses as in
effect from time to time.

(b) Other Benefits. The
Company may also provide for other benefits for Employee as it
determines from time to time.

ARTICLE IV.

Exclusivity,
Etc.

4.01. Exclusivity. Employee agrees to
perform his duties, responsibilities and obligations hereunder
efficiently and to the best of his ability. Employee agrees that he
will devote his entire working time, care and attention and best
efforts to such duties, responsibilities and obligations throughout the
Term.

4.02. Other Business Ventures. Employee
agrees that during the Term he will not own, directly or indirectly,
any controlling or substantial stock or other beneficial interest in
any business enterprise which is engaged in business activities that
are competitive with the business activities of the Company or any of
its divisions, subsidiaries or affiliates. The preceding sentence
notwithstanding, Employee may own, directly or indirectly, up to
1% of the outstanding capital stock of any business having a
class of capital stock which is traded on any major stock exchange or
in a national over-the-counter
market.

4.03. Confidential Information. Employee
agrees that he will not, at any time during or after the Term, make use
of or divulge to any other person, firm or corporation any trade or
business secret, process, method or means, or any other confidential
information concerning the business or policies of 

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the Company or any of its divisions,
subsidiaries or affiliates, which he may have learned in connection
with his employment hereunder. For purposes of this Agreement, a
‘‘trade or business secret, process, method or means, or
any other confidential information’’ shall include, but
shall not be limited to, any confidential or proprietary information,
trade secrets, customer lists, drawings, designs, information regarding
product development, marketing plans, sales plans, manufacturing plans,
management organization information, operating policies or manuals,
business plans, financial records, packaging design or other financial,
commercial, business or technical information relating to the Company
or any of its divisions, subsidiaries or affiliates, or that the
Company or any of its subsidiaries or affiliates may receive belonging
to suppliers, customers or others who do business with the Company or
any of its divisions, subsidiaries or affiliates. Employee’s
obligation under this Section 4.03 shall not apply to any information
which (i) is known publicly; (ii) is in the public domain or hereafter
enters the public domain without the fault of Employee; (iii) is known
to Employee prior to his receipt of such information from the Company
or any of its divisions, subsidiaries or affiliates, as evidenced by
written records of Employee or (iv) is hereafter disclosed to Employee
by a third party not under an obligation of confidence to the Company
or any of its divisions, subsidiaries or affiliates. Employee agrees
not to remove from the premises of the Company, or as applicable, the
premises of any of its divisions, subsidiaries or affiliates, except as
an employee of the Company in pursuit of the business of the Company,
its divisions, subsidiaries or affiliates, or except as specifically
permitted in writing by the Company’s Board, any document or
other object containing or reflecting any such confidential
information. Employee recognizes that all such documents and objects,
whether developed by him or by someone else, will be the sole exclusive
property of the Company and its divisions, subsidiaries or affiliates,
as applicable. Upon termination of his employment hereunder, Employee
shall forthwith deliver to the Company all such confidential
information, including without limitation all lists of customers,
correspondence, accounts, records and any other documents or property
made or held by him or under his control in relation to the business or
affairs of the Company or its subsidiaries or affiliates, and no copy
of any such confidential information shall be retained by
him.

4.04. Non-Competition Obligations. During
the Term and, other than in the case of the death of the Employee, upon
any termination of the employment of the Employee (including a
termination by reason of either party’s election not to extend
the Term as provided in Section 2.01), the Employee shall not, during
the Non-Competition Period (as defined below), directly or indirectly,
whether as an employee, consultant, independent contractor, partner,
joint venturer or otherwise, (A) engage in any business activities
relating to catastrophe modeling, or underwriting catastrophe risks, on
behalf of any person that competes, to a material extent, with the
Company or its affiliates, or engage in other business activities
reasonably determined by the Company’s board to be competitive,
to a material extent, with any substantial type of kind of business
activities conducted by the Company or any of its affiliates at the
time of termination; (B) on behalf of any person or entity engaged in
business activities competitive with the business activities of the
Company or any of its divisions, subsidiaries or affiliates, solicit or
induce, or in any manner attempt to solicit or induce, any person
employed by, or as agent of, the Company or any of its divisions,
subsidiaries or affiliates to terminate such person’s contract
of employment or agency, as the case may be, with the Company or with
any such division, subsidiary or affiliate or (C) divert, or
attempt to divert, any person, concern, or entity from doing business
with the Company or any of its divisions, subsidiaries or affiliates,
nor attempt to induce any such person, concern or entity to cease being
a customer or supplier of the Company or any of its divisions,
subsidiaries or affiliates. The preceding sentence notwithstanding, in
the case of (i) any termination of employment by the Company or the
Employee, and (ii) an election by the Company or the Employee not to
extend the term as provided in Section 2.01, the Company may elect
within 30 days after such termination, to waive the Employee’s
non-competition obligations, in which case it shall not be required to
make payments to the Employee during the Non-Competition Period, as
provided in section 5.05(a). Non-Competition Period means the period of
one year following the date of termination of employment, or such
shorter period as the Company may elect within 30 days after such
termination.

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4.05. Remedies. Employee
acknowledges that the Company’s remedy at law for a breach by
him of the provisions of this Article IV will be inadequate.
Accordingly, in the event of a breach or threatened breach by Employee
of any provision of this Article IV, the Company shall be entitled to
injunctive relief in addition to any other remedy it may have. If any
of the provisions of, or covenants contained in, this Article IV are
hereafter construed to be invalid or unenforceable in any jurisdiction,
the same shall not affect the remainder of the provisions or the
enforceability thereof in any other jurisdiction, which shall be given
full effect, without regard to the invalidity or unenforceability in
such other jurisdiction. If any of the provisions of, or covenants
contained in, this Article IV are held to be unenforceable in any
jurisdiction because of the duration or geographical scope thereof, the
parties agree that the court making such determination shall have the
power to reduce the duration or geographical scope of such provision or
covenant and, in its reduced form, such provision or covenant shall be
enforceable; provided, however, that the determination of such court
shall not affect the enforceability of this Article IV in any other
jurisdiction.

ARTICLE
V.

Termination

5.01. Termination for
Cause. The Company shall have the right to terminate
Employee’s employment at any time for
‘‘Cause’’. For purposes of this Agreement,
‘‘Cause’’ shall mean (a) Employee’s
failure to perform his duties under this Agreement, (b) the engaging by
Employee in misconduct which is injurious to the Company or any of its
divisions, subsidiaries or affiliates, monetarily or otherwise, (c) the
commission by Employee of any act of fraud or embezzlement (d) the
conviction of Employee of a felony, or (e) Employee’s material
breach of the provisions of any of Sections 4.01, 4.02, 4.03, or 4.04
of this Agreement, provided Employee has received prior written notice
of such breach.

5.02. Death. In the event
Employee dies during the Term, the Employee’s employment shall
automatically terminate, such termination to be effective on the date
of Employee’s death.

5.03. Disability. In
the event that Employee suffers a disability which prevents him from
substantially performing his duties under this Agreement for a period
of at least 90 consecutive days, or 180 non-consecutive days within any
365-day period, and Employee becomes eligible for the Company’s
long-term disability plan, the Company shall have the right to
terminate the Employee’s employment, such termination to be
effective upon the giving of notice to Employee in accordance with
Section 6.03 of this Agreement.

5.04. Termination
Without Cause. The Company may at any time terminate
Employee’s employment for reasons other than Cause.

5.05. Effect of
Termination.

(a) Obligations of Company. In
the event of any termination of the Employee’s employment
hereunder, the Company shall pay Employee any earned but unpaid base
salary up to the date of termination. In addition, upon a termination
of Employee’s employment for any reason other than the
Employee’s death (including a termination by reason of either
party’s election not to extend the Term as provided in Section
2.01), the Company shall continue to pay Employee during the
Non-Competition Period his then current base salary (except that, in
the event of a Termination without Cause, a termination by reason of
Employee’s disability, or in the event that the Company elects
not to extend the Term as provided in Section 2.01, the continued
monthly payments shall be based on 175% of Employee’s
base salary as in effect at the time of Employee’s termination),
with such amounts to be paid in equal monthly installments commencing
on the date which is one month after the date of such termination and
continuing for the term of the Non-Competition Period. The preceding
sentence notwithstanding, in the event of a termination of employment
described in the penultimate sentence of Section 4.04 of this
Agreement, if the Company elects to waive the Employee’s
non-competition obligation within 30 days after the date of such
termination, the Company shall not be required to make the payments
described in the preceding sentence.

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(b) Awards.
Employee’s rights with respect to Awards, upon any termination
of his employment with the Company, shall be governed exclusively by
the terms and conditions of the Plans and any award agreements executed
by Employee in connection with the
Plans.

(c) Obligations of Employee. Employee may
terminate his employment at any time by 10 days’ written notice
to the Company. Employee shall have no obligations to the Company under
this Agreement after the termination of his employment other than as
provided in Section 5.07, and except and to the extent Sections 4.03,
4.04 or 4.05 shall apply.

5.06. Termination Following
a Change in Control. In the event that a Change in Control (as
such term is defined in Holdings’ 2001 Stock Incentive Plan)
occurs and, on or within one year following the date of such Change in
Control, the Employee’s employment is terminated by the Company
without Cause, or the Company elects not to extend the Term as provided
in Section 2.01, or the Employee terminates his employment voluntarily
for ‘‘Good Reason’’ (as hereinafter
defined), then in lieu of the payments described in the second sentence
of Section 5.05(a), the Company shall pay the Employee, within fifteen
days following the date of such termination, a lump sum cash amount
equal to two times the sum of:

(a) Employee’s
annual base salary at the highest rate in effect during the Term;
and

(b) the highest regular annual bonus paid or payable
to the Employee over the preceding three fiscal years (excluding any
extraordinary or non-recurring bonus); provided, however, that in no
event shall the amount calculated in this subsection (b) exceed
150% of Employee’s specified target bonus for the year in
which such termination occurs.

For purposes of this Agreement,
‘‘Good Reason’’
means

(i) any action taken or failed to
be taken by the Company or any of its officers which, without
Employee’s prior written consent, changes Employee’s
position (including titles), authority, duties or responsibilities from
those in effect prior to the Change in Control, or reduces
Employee’s ability to carry out such duties and
responsibilities;

(ii) any failure by
the Company to comply with any of the provisions of Section 3 of this
Agreement, other than an insubstantial or inadvertent failure which is
remedied by the Company promptly after receipt of notice thereof from
Employee;

(iii) the Company’s
requiring Employee to be employed at any location more than 35 miles
further from his current principal residence than the location at which
Employee was employed immediately preceding the Change in Control;
or

(iv) any failure by the Company to
obtain the assumption of and agreement to perform this Agreement by a
successor as contemplated by Section 6.02(b) of this
Agreement.

Except as specifically provided in this Section 5.06,
the effect of a termination of Employee’s employment following a
Change in Control shall be governed by the provisions of Section of
5.05.

5.07. Post-Termination Cooperation.
Following any termination of Employee’s employment for any
reason, Employee shall reasonably cooperate with the Company to assist
with existing or future investigations, proceedings, litigations or
examinations involving the Holdings, the Company or any of their
respective affiliates. For each day, or part thereof, that Employee
provides assistance to the Company as contemplated hereunder, the
Company shall pay Employee an amount equal to (x) divided by (y), where
(x) equals the sum of Employee’s annual base salary and target
bonus as in effect on the date of Employee’s termination of
employment, and (y) equals 200. In addition, upon presentment of
satisfactory documentation, the Company will reimburse Employee for
reasonable out-of-pocket travel, lodging and other incidental expenses
he incurs in providing such assistance. Employee shall not be required
to travel to Bermuda to provide any assistance contemplated hereunder,
but, if requested by the Company, shall make reasonable good faith
efforts to travel to such locations as the Company may reasonably
request.

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ARTICLE
VI.

Miscellaneous

6.01. Life Insurance.
Employee agrees that the Company or any of its divisions, subsidiaries
or affiliates may apply for and secure and own insurance on
Employee’s life (in amounts determined by the Company). Employee
agrees to cooperate fully in the application for and securing of such
insurance, including the submission by Employee to such physical and
other examinations, and the answering of such questions and furnishing
of such information by Employee, as may be required by the carrier(s)
of such insurance. Notwithstanding anything to the contrary contained
herein, neither the Company nor any of its divisions, subsidiaries or
affiliates shall be required to obtain any insurance for or on behalf
of Employee.

6.02. Benefit of Agreement; Assignment;
Beneficiary. (a)This Agreement shall inure to the benefit of and
be binding upon the Company and its successors and assigns, including,
without limitation, any corporation or person which may acquire all or
substantially all of the Company’s assets or business, or with
or into which the Company may be consolidated or merged. This Agreement
shall also inure to the benefit of, and be enforceable by, Employee and
his personal or legal representatives, executors, administrators,
successors, heirs, distributees, devisees and
legatees.

(b) The Company shall require any successor
(whether direct or indirect, by operation of law, by purchase, merger,
consolidation or otherwise) to all or substantially all of the business
and/or assets of the Company to expressly assume and agree to perform
this Agreement in the same manner and to the same extent that the
Company would be required to perform it if no such succession had taken
place.

6.03. Notices. Any notice required or
permitted hereunder shall be in writing and shall be sufficiently given
if personally delivered or if sent by telegram or telex or by
registered or certified mail, postage prepaid, with return receipt
requested, addressed: (a) in the case of the Company to Renaissance
Services Ltd., Renaissance House, East Broadway, Hamilton, Bermuda,
Attention: Secretary, or to such other address and/or to the
attention of such other person as the Company shall designate by
written notice to Employee; and (b) in the case of Employee, to
Employee at his then current home address as shown on the
Company’s books, or to such other address as Employee shall
designate by written notice to the Company. Any notice given hereunder
shall be deemed to have been given at the time of receipt thereof by
the person to whom such notice is given.

6.04. Entire
Agreement; Amendment. This Agreement contains the entire agreement
of the parties hereto with respect to the terms and conditions of
Employee’s employment and supersedes any and all prior
agreements and understandings, whether written or oral, between the
parties hereto with respect to compensation due for services rendered
hereunder, including the Prior Agreement. This Agreement may not be
changed or modified except by an instrument in writing signed by both
of the parties hereto.

6.05. Waiver. The waiver
by either party of a breach of any provision of this Agreement shall
not operate or be construed as a continuing waiver or as a consent to
or waiver of any subsequent breach
hereof.

6.06. Headings. The Article and Section
headings herein are for convenience of reference only, do not
constitute a part of this Agreement and shall not be deemed to limit or
affect any of the provisions
hereof.

6.07. Enforcement. If any action at law
or in equity is brought by either party hereto to enforce or interpret
any of the terms of this Agreement, the prevailing party shall be
entitled to reimbursement by the other party of the reasonable costs
and expenses incurred in connection with such action (including
reasonable attorneys’ fees), in addition to any other relief to
which such party may be entitled. Employee shall have no right to
enforce any of his rights hereunder by seeking or obtaining injunctive
or other equitable relief and acknowledges that damages are an adequate
remedy for any breach by the Company of this
Agreement.

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6.08. Governing Law. This
Agreement shall be governed by, and construed and interpreted in
accordance with, the internal laws of Bermuda without reference to the
principles of conflict of laws. The parties submit to the non-exclusive
jurisdiction of the courts of Bermuda.

6.09. Agreement to Take Actions. Each party to this
Agreement shall execute and deliver such documents, certificates,
agreements and other instruments, and shall take such other actions, as
may be reasonably necessary or desirable in order to perform his or its
obligations under this Agreement or to effectuate the purposes
hereof.

6.10. No Mitigation; No Offset. Employee
shall not be required to mitigate damages or the amount of any payment
provided for under this Agreement by seeking (and, without limiting the
generality of this sentence, no payment otherwise required under this
Agreement shall be reduced on account of) other employment or
otherwise, and payments under this Agreement shall not be subject to
offset in respect of any claims which the Company may have against
Employee.

6.11. Attorneys’ Fees. Each
party to this Agreement will bear its own expenses in connection with
any dispute or legal proceeding between the parties arising out of the
subject matter of this Agreement, including any proceeding to enforce
any right or provision under this
Agreement.

6.12. Termination; Survivorship. This
Agreement shall terminate upon termination of the Employee’s
employment, except that the respective rights and obligations of the
parties under this Agreement as set forth herein shall survive any
termination of this Agreement to the extent necessary to the intended
preservation of such rights and
obligations.

6.13. Validity. The invalidity or
unenforceability of any provision or provisions of this Agreement shall
not affect the validity or enforceability of any other provision or
provisions of this Agreement, which shall remain in full force and
effect.

6.14. Other Agreements. Employee
represents and warrants to the Company that to the best of his
knowledge, neither the execution and delivery of this Agreement nor the
performance of his duties hereunder violates or will violate the
provisions of any other agreement to which he is a party or by which he
is bound.

6.15. Subsidiaries, etc. (a) The
obligations of the Company under this Agreement may be satisfied by any
subsidiary or affiliate of the Company for which Employee serves as an
employee under this Agreement, to the extent such obligations relate to
Employee’s employment by such subsidiary or
affiliate.

(b) The rights of the Company under this
Agreement may be enforced by any Subsidiary or affiliate of the Company
for which Employee serves as an employee under this Agreement, to the
extent such rights relate to Employee’s employment by such
subsidiary or affiliate.

6.16. Counterparts. This
Agreement may be executed in one or more counterparts, each of which
shall be deemed to be an original but all of which together will
constitute one and the same instrument.

ARTICLE
VII.

Indemnification of
Employee

7.01. Indemnification. The Company
shall defend, hold harmless and indemnify Employee to the fullest
extent permitted by Bermuda law, as currently in effect or as it may
hereafter be amended, from and against any and all damages, losses,
liabilities, obligations, claims of any kind, costs, interest or
expense (including, without limitation, reasonable attorneys’
fees and expenses) (collectively,
‘‘Losses’’) that may be incurred or
suffered by Employee in connection with or arising out of his service
with the Company (whether prior to or following the date hereof),
subject only to the provisions of Section 7.02 below.

7.02. Exceptions to Right of Indemnification. No
indemnification shall be made under this Article VII in respect of the
following:

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(a) Losses relating to the
disgorgement remedy contemplated by Section 16 of the US Securities
Exchange Act of 1934;

(b) Losses arising out of a knowing
violation by Employee of a material provision of this Article VII or
any other agreement to which Employee is a party with the Company;
and

(c) Losses arising out of a final, nonappealable
conviction of Employee by a court of competent jurisdiction for a
knowing violation of criminal law.

Moreover, the Company shall
not effect any advances, or advance any costs, relating to any
proceeding (or part thereof) initiated by Employee unless the
initiation thereof was approved by the Board of Directors of the
Company, or as may be approved or ordered by a competent
tribunal.

7.03. Prepayment of Expenses. Unless
Employee otherwise elects via written notice to the Company, expenses
incurred in defending any civil or criminal action, suit or proceeding
shall be paid by the Company in advance of the final disposition of
such action, suit or proceeding upon receipt by the Company of a
written affirmation of Employee’s good faith belief that his
conduct does not constitute the sort of behavior that would preclude
his indemnification under this Article VII and Employee furnishes the
Company a written undertaking, executed personally or on his behalf, to
repay any advances if it is ultimately determined that he is not
entitled to be indemnified by the Company under this Article
VII.

7.04. Continuation of Indemnity. All
agreements and obligations of the Company contained in this Article VII
shall continue during the period in which Employee is employed the
Company and shall continue thereafter so long as Employee shall be
subject to any threatened, pending or completed action, suit or
proceeding, whether civil, criminal, administrative or investigative,
and whether formal or informal, by reason of the fact that Employee was
a employed by the Company.

7.05. Indemnification
Hereunder Not Exclusive. The indemnification and prepayment of
expenses provided by this Article VII is in addition to and shall not
be deemed exclusive of any other right to which Employee may be
entitled under the Company’s Memorandum of Association, the
Company’s Bye-Laws, any agreement, any vote of shareholders or
disinterested directors, Bermuda law, any other law (common or
statutory) or otherwise. Nothing contained in this Article VII shall be
deemed to prohibit the Company from purchasing and maintaining
insurance, at its expense, to protect itself or Employee against any
expense, liability or loss incurred by it or him, whether or not
Employee would be indemnified against such expense, liability or loss
under this Article VII; provided that the Company shall not be liable
under this Article VII to make any payment of amounts otherwise
indemnifiable hereunder if and to the extent that Employee has
otherwise actually received such payment under any insurance policy,
contract, agreement or otherwise. In the event the Company makes any
indemnification payments to Employee and Employee is subsequently
reimbursed from the proceeds of insurance, Employee shall promptly
refund such indemnification payments to the Company to the extent of
such insurance
reimbursement.


* * *


[Signatures
appear on following page.]


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IN WITNESS WHEREOF, the Company and
Employee have duly executed this Agreement as of the date first above
written.


		RENAISSANCE SERVICES
LTD.





		By: /s/ Peter C.
Durhager                                

Name:
Peter C. Durhager
Title: Chief Administrative
Officer





		EMPLOYEE





		By: /s/
William J.
Ashley                                    

Name:
William J. Ashley
Title: Senior Vice
President




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