Exhibit 10.11







                        THE ZURICH FINANCIAL SERVICES GROUP
                                SHARE OPTION PLAN
                             FOR SELECTED EXECUTIVES







As adopted by resolution of the Board of Directors of Zurich Financial Services
on September 2, 1998.

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                                  Contents
Clause                                                                     Page

1.   PURPOSE...............................................................  3
2.   AUTHORITY OF THE ADMINISTRATOR........................................  4
3.   GRANT OF OPTIONS......................................................  5
4.   TERMS OF OPTIONS......................................................  6
     Exercise Price........................................................  6
     Exercise of Options...................................................  6
     Termination of Employment.............................................  7
     Transfers and Promotions..............................................  7
     Overriding Lapse of Options...........................................  8
5.   AVAILABILITY OF SHARES................................................  8
6.   TRANSFER OF SHARES ON EXERCISE OF OPTION..............................  8
7.   RIGHTS ATTACHING TO SHARES TRANSFERRED PURSUANT TO OPTION.............  8
8.   CHANGE OF CONTROL AND LIQUIDATION.....................................  8
9.   ADJUSTMENT OF AWARD...................................................  8
10.  OVERALL LIMITS........................................................  8
11.  ADMINISTRATION........................................................  8
12.  AMENDMENT.............................................................  9
13.  GENERAL...............................................................  9
APPENDIX 1................................................................. 11
APPENDIX 2................................................................. 14
APPENDIX 3................................................................. 15
DEFINITIONS................................................................ 17

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                 RULES OF THE ZURICH FINANCIAL SERVICES GROUP
                              SHARE OPTION PLAN
                           FOR SELECTED EXECUTIVES



PURPOSE

1.     The Zurich Financial Services ("Zurich") Group Share Option Plan for
       Selected Executives is a share option program for encouraging
       organizational performance with the purpose of:

(a) strengthening the focus of key Participants of Zurich Group
               on planning, developing, leading and controlling the
               Group's long-term business strategies;

       (b)     focusing management's attention on shareholders, analysts and
               potential investor's interests;

       (c)     sharing entrepreneurial reward and risk;

       (d)     strengthening the alignment between Participant rewards and the
               creation of shareholder value; and

       (e)     attracting, motivating and retaining world-class Participant
               talent.

The overall objective of the plan is intended to focus the attention of the key
Participant group on the main financial issues essential to achieving long-term
business success and the creation of shareholder value.

The share option program focuses on Group performance, with a direct link to
shareholder value creation.

The Shares over which Options are granted under the Plan will be provided
through the Central Share Vehicle which may subscribe Shares from Allied Zurich
and Zurich Allied or purchase such Shares on any relevant stock exchange where
the Shares are traded.

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AUTHORITY OF THE ADMINISTRATOR

2.     Except as otherwise provided in these rules, the Administrator shall
       have full power and authority to:

       (a)     designate the Participants to whom Options are to be granted;

       (b)     determine the number of Shares over which each Option shall be
               granted;

       (c)     where Options are granted in respect of Share Baskets, determine
               the number and respective values of Allied Zurich Shares and
               Zurich Allied Shares which are comprised in the Share Basket;

       (d)     determine any conditions to be imposed on Options in accordance
               with rule 3.4;

       (e)     determine the Exercise Period and the Vesting Schedule that
               shall apply to an Option;

       (f)     interpret and construe the Plan;

       (g)     adopt such rules and regulations as the Administrator shall deem
               necessary and advisable to implement and administer the Plan;

       (h)     decide upon the funding and financing of the liabilities related
               to the grant of Options.  The Administrator may decide whether
               the liabilities are to be met through the purchase of Shares on
               a relevant stock exchange or by subscription from Allied Zurich
               or Zurich Allied; and

       (i)     designate persons or organizations to carry out the
               Administrator's responsibilities, subject to such limitations,
               restrictions and conditions as the Administrator may prescribe,
               such determinations to be made in accordance with the best
               interests of the Company and its shareholders and in accordance
               with the purposes of the Plan.

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GRANT OF OPTIONS

3.1     The Administrator may, in its absolute discretion, grant Options to any
        of the Executives of the Group.  The Chief Executive Officer of a
        Business Unit, with the approval of the responsible Group Management
        Board member, may propose to the Administrator Executives for
        participation in the Plan.  Option grants to the Participants shall be
        subject to the rules of the Plan.  No consideration shall be payable by
        the Participant on the grant of an Option.

3.2     The number of Shares over which an Option is granted to a Participant
        shall be based on the Participant's position and level of
        responsibility, local market conditions and the extent of the
        Participant's participation in other long-term incentive arrangements
        of the Group.

3.3     Options may be granted in respect of Allied Zurich Shares only or
        Zurich Allied Shares only or Share Baskets.

3.4     The Administrator may impose such condition(s) regarding the exercise
        of the Options, which may (without limitation) relate to the
        performance of the Group, one or more businesses or divisions of the
        Group or the Option Holder or any combination of them.  The
        Administrator may impose more than one condition in respect of any one
        Option such that one condition may apply to a proportion of the Shares,
        the subject of the Option, and another condition or conditions may
        apply to such other proportion or proportions of such Shares.  Such
        conditions:

        (a)     may be amended following the Date of Grant if:

                (i)      the circumstances which prevailed at the Date of Grant
                         and which were relevant to the conditions when they
                         were originally imposed have subsequently changed; and

                (ii)     the Administrator is satisfied that any such amended
                         conditions would be a fairer measure of performance
                         and the Administrator considers that such amended
                         conditions are no more difficult to satisfy than the
                         original conditions;

        (b)     shall cease to apply in circumstances in which Option Holders
                become entitled to exercise Options in accordance with rules
                4.5(a) (death), 4.5(b)(i) (injury or disability), 4.5(b)(ii)
                (redundancy), 4.5(b)(iii) (any other reason) (but only to the
                extent that the Administrator has exercised its discretion that
                the conditions shall cease to apply) pursuant to Appendix 1
                (change of control and liquidation).

3.5     Any liability for an Option Holder to taxation and/or social security
        contributions in respect of an Option shall be for the account of the
        relevant Option Holder.  In any case where any member of the Group is
        required to withhold or account for any tax and/or social security
        contributions for which the Option Holder is liable by virtue of the
        grant or exercise of an Option, such grant and/or exercise shall be
        conditional on the Option Holder entering into arrangements acceptable
        to the Administrator to secure that such payment is made (whether by
        authorizing the sale of some of the Shares acquired on exercise or the
        payment to the relevant Group member) of an amount required to
        discharge the tax or social security liability.

3.6     Grants shall be made, if at all:

        (a)     within the period of six weeks commencing on the day of
                Listing;

        (b)     within the period of six weeks commencing on the day
                immediately following the day on which the Company makes an
                announcement of its results for the last preceding financial
                year, half year or other period; or

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        (c)     within the period of six weeks commencing on any day on which
                the Administrator resolves that exceptional circumstances exist
                which justify the grant of options;

        (d)     within the period of three months commencing on the first day
                of a financial year of the Company.

                PROVIDED THAT the grant of Options shall comply with the
                London Stock Exchange's Model Code for Securities Transactions
                by Directors of Listed Companies, any equivalent rules imposed
                under Swiss law or the Swiss Exchange applicable to the Company
                or Zurich Allied governing dealings in Shares.

3.7     Any Participant to whom an Option is granted may, by notice in writing
        to the Administrator given within 30 days after the Date of Grant,
        renounce in whole or in part his rights under the Option.  In such a
        case, the Option shall pro tanto be treated, for all the purposes of
        the Plan, as never having been granted.

TERMS OF OPTIONS

Exercise Price

4.1     The Exercise Price shall be determined by the Administrator.

4.2     The Exercise Price shall be, in the case of any Option under which
        Shares are to be issued not less than the higher of the nominal value
        of a Share; and either

        (a)     the average of the Market Values of a Share over such number of
                Dealing Days (not exceeding 30 days) immediately preceding the
                Date of Grant as the Administrator decides; or

        (b)     the Market Value of a Share on the Dealing Day immediately
                preceding the Date of Grant; or

        (c)     the Market Value of a Share on the Date of Grant.

4.3     In the case of Options granted in respect of Share Baskets there shall
        be separate Exercise Prices for the Allied Zurich Shares and for the
        Zurich Allied Shares comprised in the Share Basket.

Exercise of Options

4.4     (a)     Save as provided in rule 4.6 (termination of employment) and
                Appendix 1 (change of control and liquidation) an Option shall
                be first exercisable (in whole or in part) only after the
                commencement of the Exercise Period and not later than the
                expiration of the Exercise Period and shall be exercisable
                during the Exercise Period in accordance with the Vesting
                Schedule applying to that Option.

        (b)     If an Option Holder ceases to be employed within the Group for
                any reason whatsoever, any Option granted to him shall, save as
                provided in rule 4.6 (termination of employment), lapse and not
                be exercisable.

        (c)     Save as provided in rules 4.6(a) (death) and (c) (redundancy,
                injury, etc.) and Appendix 1 (change of control and
                liquidation) an Option shall only be exercisable if the
                conditions imposed under rule 3.4 (performance conditions) have
                been fulfilled or waived in accordance with these rules.

4.5     An Option may be exercised by the Option Holder giving notice to the
        Administrator in the form for the time being prescribed by the
        Administrator, specifying the number of Shares in respect of which the
        Option is being exercised and enclosing or arranging to provide payment
        in full of the aggregate Exercise Price of those Shares.

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Termination of Employment

4.6     (a)     If an Option Holder dies while in service, or at any time after
                leaving service by reason of retirement or disability, when he
                holds an Option, his legal personal representatives or any
                person who shall under the law of the applicable jurisdiction
                have power to deal with the Option Holder's estate following
                his death shall be entitled to exercise his Options (whether or
                not any conditions imposed under rule 3.4 (performance
                conditions) have been satisfied) in full or in part during the
                period ending twelve months after the date of death.

        (b)     If an Option Holder ceases to be employed within the Group
                owing to:

                (i)     injury or disability (as determined by the
                        Administrator); or

                (ii)    redundancy (within the meaning of the relevant law
                        applying to the Option Holder's employment);

                (iii)   any other reason if the Administrator so decides in its
                        absolute discretion

                subject to rule 4.6(c) (waiver of performance conditions)
                below, he shall be entitled to exercise his Options (whether or
                not the Exercise Period has commenced) in full or in part
                during the period ending twelve months from the date on which
                employment ceased PROVIDED THAT he shall not in any event be
                entitled to exercise his Options after the end of the Exercise
                Period.

        (c)     Where an Option becomes exercisable under rule 4.6(b)
                (redundancy, injury, etc.) above, in relation to any conditions
                imposed under rule 3.4:

                (i)     such conditions shall cease to apply in the case of
                        rules 4.6(b)(i) (injury or disability) and

                (ii)    (redundancy);

                (iii)   in the case of rule 4.6(b)(iii) (any other reason), the
                        Administrator shall determine, in its absolute
                        discretion, whether or not such conditions shall
                        continue to apply and to what extent.

        (d)     For the purposes of rule 4.3(b) (ceasing employment within the
                Group) and rule 4.6(b) (redundancy, injury, etc.) a female
                Option Holder shall not be treated as ceasing to be employed
                within the Group if absent from work wholly or partly because
                of pregnancy or confinement, until she ceases to be entitled to
                exercise any contractual or statutory right to return to work.

        (e)     For the purposes of rules 4.3(b) and 4.6(b) following an option
                rollover pursuant to Appendix 1 an Option Holder shall not be
                treated as ceasing to be an employee of a member of the Group
                until he ceases to be employed by a company or body corporate
                which is either (i) the Acquirer (as defined in paragraph 6 of
                Appendix 1) or (ii) a company or body corporate of which the
                Acquirer has Control.

Transfers and Promotions

4.7     If an Option Holder is transferred to a position in the Group, which is
        ineligible for participation in the Plan, he will remain entitled to
        exercise his Options according to rule 4.4, but no further Option
        grants will occur.

4.8     If an Executive is hired, promoted or transferred into a position in
        which he becomes eligible to participate in the Plan, Options may be
        granted at the next Date of Grant following the
        hire/transfer/promotion.

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Overriding Lapse of Options

4.9     (a)     Save as provided in rule 4.6(a) (death), no Option shall be
                capable of being exercised after the expiration of the Exercise
                Period.

        (b)     All Options shall lapse automatically at the end of any period
                during which they are exercisable under rules 4.6(a) (death)
                and (b) (redundancy, injury, etc.) and Appendix 1.

        (c)     If a bankruptcy order is made in respect of an Option Holder,
                all Options held by him shall lapse forthwith unless such lapse
                would be unlawful in which case the Company may make an offer
                to acquire an Option which is the subject of a bankruptcy
                order.

AVAILABILITY OF SHARES

5.      The Administrator shall procure that sufficient Shares are available
        for transfer by the Central Share Vehicle to satisfy the exercise of
        Options.

TRANSFER OF SHARES ON EXERCISE OF OPTION

6.      Subject to paragraph 9 of Appendix 1 (Consideration Shares) and to any
        necessary consents, to payment being made for the Shares and to
        compliance by the Option Holder with the terms of the Plan, the Central
        Share Vehicle shall as soon as practicable after receipt of any notice
        of exercise procure the transfer to the Option Holder (or to his
        nominee) of the number of Shares specified in the notice at the
        Exercise Price.

RIGHTS ATTACHING TO SHARES TRANSFERRED PURSUANT TO OPTION

7.      All Shares transferred pursuant to the exercise of any Option shall, as
        to voting, dividend, transfer and other rights, including those arising
        on a liquidation of Allied Zurich or Zurich Allied as appropriate, rank
        equally in all respects with the Shares in issue at the date of such
        exercise save as regards any rights attaching to such Shares by
        reference to a record date prior to the date of such exercise.

CHANGE OF CONTROL AND LIQUIDATION

8.      Appendix 1 shall apply in the event of a change of control or
        liquidation or other similar event affecting Allied Zurich Shares or
        Zurich Allied Shares.

ADJUSTMENT OF AWARD

9.      Appendix 2 shall apply in the event of any variation of the share
        capital of Zurich Allied or Allied Zurich.

OVERALL LIMITS

10.     Appendix 3 shall apply to limit the number of new Shares that may be
        issued for the purposes of the Plan.

ADMINISTRATION

11.1    The decision of the Administrator shall be final and binding in all
        matters relating to the Plan and it may at any time discontinue the
        grant of further Options.

11.2    The rights and obligations of an Option Holder under the terms and
        conditions of the Option Holder's office or employment shall not be
        affected by that Option Holder's participation in the Plan or any right
        that Option Holder may have to participate in the Plan.  An individual
        who participates in the Plan waives all and any rights to compensation
        or damages in consequence of the termination of that

<PAGE>   9

        individual's office or employment with any company for any reason
        whatsoever insofar as those rights arise, or may arise, from the
        individual ceasing to have rights under or be entitled to exercise any
        Option under the Plan as a result of such termination or from the loss
        or diminution in value of such rights or entitlements.  If necessary,
        the Option Holder's terms of employment shall be varied accordingly.

11.3    All documents of title relating to the Shares including communications
        relating to the Plan shall be sent at the Participant's risk.

11.4    Any Member of the Group or relevant Business Unit which employs
        Participants who are granted Options or any relevant Business Unit in
        the Group shall provide such monies as the Central Share Vehicle
        determines for the provision of Options/Shares.

AMENDMENT

12.     The Board may amend any of the provisions of the Plan in any way it
        thinks fit PROVIDED THAT:

        (a)     no amendment to the advantage of Participants or Option Holders
                may be made to:

                (i)     the definition of Executive in the Definitions;

                (ii)    the limits on the numbers of Shares available for issue
                        for the purposes of the Plan;

                (iii)   the maximum entitlement of a Participant under the
                        Plan;

                (iv)    the basis for determining a Participant's entitlement
                        to Shares under the Plan;

                (v)     the terms of Shares to be provided under the Plan;

                (vi)    the adjustment provisions of Appendix 2 of the Plan;

                without the prior approval of an ordinary resolution of Allied
                Zurich in general meeting except in the case of minor
                amendments to benefit the administration of the Plan, to take
                account of a change in legislation or developments in the law
                affecting the Plan or to obtain or maintain favorable tax,
                exchange control or regulatory treatment for Participants and
                Option Holders or any member of the Group; and

        (b)     no amendment shall have effect until any approvals which are
                necessary in accordance with clause 10 of the Governing
                Agreement have been obtained.

GENERAL

13.1    The Board reserves the right to terminate the Plan at any time.

13.2    No Option may be granted under the Plan later than August 31, 2008.

13.3    The existence of any Option shall not affect in any way the right or
        power of Allied Zurich or Zurich Allied or their shareholders to make
        or authorize any or all adjustments, recapitalizations, reorganizations
        or other changes in the capital structure of Allied Zurich or Zurich
        Allied, or any merger or consolidation of Allied Zurich or Zurich
        Allied, or any issue of shares, bonds, debentures, preferred or prior
        preference stocks ahead of or convertible into, or otherwise affecting
        the Shares or the rights thereof, or the dissolution or liquidation of
        Allied Zurich or Zurich Allied or any sale or transfer of all or any
        part of its or their assets or business, or any other corporate act or
        proceeding, whether of a similar character or otherwise.

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13.4    Benefits under the Plan shall not be considered as income for
        calculating contributions or benefits under regular pension or other
        employee benefits programs.

13.5    The rights and obligations of any individual under the terms of his
        office or employment shall not be affected by his participation in the
        Plan, and each Participant shall by his participation waive all and any
        rights to compensation or damages in consequence of the termination of
        his office or employment for any reason whatsoever insofar as those
        rights arise or may arise from his ceasing to have rights under the
        Plan as a result of such termination or from the loss or diminution in
        value of such rights or entitlements.  Participation in this Plan shall
        not impose or be deemed to impose any obligations on the Company or any
        member of the Group to continue to employ him.

13.6    Any Option granted under the Plan is voluntary and shall not be treated
        as creating any future rights to participate in the Plan or to receive
        an Option or Shares.

13.7    The Administrator shall be entitled in its absolute discretion to
        invite an Option Holder to elect to surrender all or part of any Option
        which is exercisable under the Plan in consideration for the payment of
        a cash sum equal in amount to the difference between the aggregate
        Market Value on the date the election is made of the Shares in respect
        of which the Option is surrendered, and the aggregate Exercise Price
        for such Shares less any deductions which are required by any
        applicable law to be withheld.  The payment of the cash sum may be paid
        immediately or deferred as the Administrator may decide.

13.8    The Administrator may establish sub-plans to the Plan for employees of
        Subsidiaries and/or groups of Subsidiaries and/or Business Units
        provided that the terms of any such sub-plan are substantially based on
        the basic principles of the Plan modified as appropriate to take
        account of tax, securities and trust laws and exchange control
        requirements and local practices in the countries in which Participants
        are resident and that the Shares which may be issued (including to the
        Central Share Vehicle) pursuant to such sub-plan shall count against
        the limits in Appendix 3.

13.9    The Administrator may establish sub-plans to the Plan for employees of
        Subsidiaries and/or groups of Subsidiaries which involve the grant of
        "stock appreciation rights" to receive cash or Shares having a value
        equal to the increase in value of a specified number of Shares between
        the grant and exercise of the right provided that the terms of such
        sub-plan (except to the extent of the "stock appreciation rights") are
        substantially based on the basic principles of the Plan modified as
        appropriate to take account of tax, securities and trust laws and
        exchange control requirements and local practices in the countries in
        which Participants are resident and that the Shares which may be issued
        (including to the Central Share Vehicle) pursuant to such sub-plan
        shall count against the limits in Appendix 3.

13.10   These rules shall be governed by, and construed in accordance with, the
        laws of Switzerland.

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                                       APPENDIX 1
                                        (Rule 8)
                            CHANGE OF CONTROL AND LIQUIDATION

Offers for Allied Zurich and Zurich Allied

1.      If any person (either alone or together with any person acting in
        concert with him) obtains Control of a Qualifying Company as a result
        of making:

        (a)     Joint Offers; or

        (b)     a general offer to acquire the whole of the issued share
                capital of one of the Qualifying Companies (other than those
                shares which are already owned by him and/or any person acting
                in concert with him),

        an Option Holder will be entitled to exercise any Option held by him
        in respect of Shares in the relevant Qualifying Company (subject to
        such exercise being permissible under any applicable law) whether or
        not the Exercise Period has commenced, whether or not the vesting
        conditions have been fulfilled and whether or not any conditions
        imposed under rule 3.4 have been satisfied within the period of six
        months following the date on which the Joint Offers or the general
        offer within paragraph (b) above become or are declared unconditional
        in all respects.  Failing such exercise the Options shall (without
        prejudice to the operation of paragraphs 6 to 9 of this Appendix) lapse
        automatically.

        PROVIDED THAT, if an event as described in paragraph 2 of this
        Appendix occurs during the period for exercise, the period during which
        the Options may be exercised in respect of Shares shall be the shorter
        of the periods specified under paragraphs 1 and 2 and FURTHER PROVIDED
        THAT any provision for lapse shall be without prejudice to the
        operation of paragraphs 6 to 9 of this Appendix.

Compulsory Acquisition

2.      If, whether in connection with Joint Offers or a general offer within
        paragraph 1(b) any person becomes bound or entitled to acquire Allied
        Zurich Shares under sections 428 to 430F of the Companies Act of 1985,
        (or there occurs in relation to Zurich Allied an event entitling an
        offeror to acquire compulsorily Zurich Allied Shares held by minority
        shareholders pursuant to Article 33 of the Swiss Stock Exchange Act)
        each Option Holder may exercise any Option held by him which is in
        respect of Shares in the relevant Qualifying Company to which such
        acquisition provisions relate, (subject to such exercise being
        permissible under any applicable law) whether or not the Exercise
        Period has commenced, whether or not the vesting conditions have been
        fulfilled and whether or not any conditions imposed under rule 3.4 have
        been satisfied, at any time during the period of 30 days from the date
        on which such person becomes so bound or entitled, failing which
        exercise the Options shall as regards the Shares in the relevant
        Qualifying Company to which such acquisition provisions relate and
        without prejudice to the operation of paragraphs 6 to 9, lapse
        automatically.

Scheme of Arrangement

3.      If a court shall direct that a meeting of the holders of Allied Zurich
        Shares be convened pursuant to section 425 of the Companies Act of 1985
        for the purposes of considering a scheme of arrangement involving the
        reconstruction of Allied Zurich or its amalgamation with any other
        company or companies:

        (a)     each Option Holder may exercise his Options in respect of
                Allied Zurich Shares (subject to such exercise being
                permissible under any applicable law), whether or not the
                Exercise Period has commenced and whether, whether or not the
                vesting conditions have been fulfilled or not any

<PAGE>   12

                conditions imposed under rule 3.4 have been satisfied,
                conditionally on either the scheme of arrangement being
                approved by the shareholders' meeting or sanctioned by the
                court (as determined by the Administrator in its absolute
                discretion) (the relevant condition), between the date of the
                court's direction and twelve noon on the day immediately
                preceding the date for which the shareholders' meeting is
                convened.  Any Option not exercised by the end of that period
                shall cease to be exercisable between that time and the first
                date on which it can be determined whether or not the relevant
                condition is satisfied.  If the relevant condition is not
                satisfied, the Options shall continue.  If the relevant
                condition is satisfied the Options shall, without prejudice to
                the operation of paragraphs 6 to 9, lapse automatically on the
                date on which the scheme of arrangement is sanctioned by the
                court PROVIDED THAT where the Option is in respect of Share
                Units the Option shall lapse only in respect of Allied Zurich
                Shares; and

        (b)     the Administrator shall endeavor to procure that where an
                Option Holder has conditionally exercised his Options in
                accordance with (a) above prior to twelve noon on the day
                immediately preceding the date for which the shareholders'
                meeting is initially convened the scheme of arrangement shall,
                so far as it relates to Allied Zurich Shares, be extended to
                such Option Holder as if each Share in respect of which the
                Option was conditionally exercised had been transferred, to him
                by that time.

       PROVIDED THAT (without prejudice to the operation of paragraph 6(b))
       Options shall not without the consent of the Administrator be
       exercisable under the foregoing provisions if the purpose and effect of
       the scheme of arrangement is to create a new holding company for Allied
       Zurich, such company having substantially the same shareholders and
       proportionate shareholdings as those of Allied Zurich immediately prior
       to the scheme of arrangement.

Winding up

4.      If notice is duly given of a resolution for the voluntary winding up of
        Qualifying Company an Option Holder may exercise any Option held by him
        which is in respect of Shares in the relevant Qualifying Company
        (subject to such exercise being permissible under any applicable law)
        (whether or not the Exercise Period has commenced, whether or not the
        vesting conditions have been fulfilled and whether or not any
        conditions imposed under rule 3.4 have been satisfied) within the
        period of two months from the date of the resolution, failing which
        exercise the said Options will lapse automatically.

Option Rollover

5.      If any person (the Acquiring Company):

        (a)    obtains Control of a Qualifying Company as a result of making:

                (i)      Joint Offers; or

                (ii)     a general offer to acquire the whole of the issued
                         Share capital of one of the Qualifying Companies (other
                         than those shares which are already owned by him and/or
                         any person acting in concert with him); or

        (b)      obtains Control of Allied Zurich in pursuance of a compromise
                 or arrangement sanctioned by the court under section 425 of the
                 Companies Act of 1985; or

        (c)      becomes bound or entitled to acquire Allied Zurich Shares under
                 sections 428 to 430 of the Companies Act of 1985; or

        (d)      becomes entitled to acquire compulsorily Zurich Allied Shares
                 held by minority shareholders;

<PAGE>   13

                 the Administrator may in its absolute discretion and subject
                 to applicable law allow an Option Holder, at any time within
                 the Appropriate Period, to release all or any part of any
                 Option held by him which is in respect of Shares in the
                 Qualifying Company affected by any event within paragraphs (a)
                 to (d) above and which has not lapsed, in consideration of the
                 grant to him of a right (the New Right) which is equivalent to
                 the Option or such part as is released but relates to shares
                 or securities in the Acquiring Company or a body corporate
                 which Controls the Acquiring Company (the Replacement Shares).

6.      The New Right shall not be regarded for the purposes of paragraph 6 as
        equivalent to the Option unless:

        (a)      the New Right will be exercisable in the same manner as the
                 Option and subject (mutatis mutandis) to the provisions of the
                 Plan as it had effect immediately before the release; and

        (b)      the total market value, as determined by the Board,
                 immediately before the release, of the Shares which were
                 subject to the Option or to such part as is released is, as
                 nearly as may be, equal to the total market value as
                 determined by the Board, immediately after the release, of the
                 Replacement Shares; and

        (c)      the total amount payable by the Option Holder for the
                 acquisition of the Replacement Shares is, as nearly as may be,
                 equal to the total Exercise Price of the Shares which were
                 subject to the Option or such part as is released immediately
                 before the release.

7.      For the purposes of paragraph 6(a) any New Right granted shall be
        deemed to have been granted on the date on which the equivalent
        Option was granted.

8.      In the application of the Plan to the New Right:

        (a)      references to Shares shall be read as if they were references
                 to the Replacement Shares;

        (b)      references to Allied Zurich or Zurich Allied shall be read as
                 if they were references to the company to whose shares the New
                 Right relates;

        (c)      any conditions imposed under rule 3.4 shall not at any time
                 apply unless the Administrator decides in its discretion that
                 they shall continue to apply either unaltered or with such
                 variations as the Administrator considers appropriate.

9.      If as a result of any event mentioned in this Appendix the Central
        Share Vehicle ceases to hold any Shares which it held for the purpose
        of satisfying the exercise of Options and receives other shares or
        securities in another company or body corporate in consideration for
        those Shares (Consideration Shares), the Administrator may direct that
        any future exercise of an Option shall be satisfied by the transfer of
        Consideration Shares, the aggregate number or value of which
        corresponds to the number or value of the Shares over which the Option
        is exercised, calculated according to the value imputed to the Shares
        by the terms on which the Consideration Shares were acquired by the
        Central Share Vehicle.

<PAGE>   14

                                       APPENDIX 2
                                        (Rule 9)
                                   ADJUSTMENT OF OPTION

1.      In the event of any Reorganization of the share capital of Allied
        Zurich or Zurich Allied, or if the Administrator becomes aware that
        the Group is or is expected to be affected by any de-merger, dividend
        in specie, super dividend or other transaction affecting the Group
        which in the Administrator's opinion may affect the current or future
        value of any Options, the Exercise Price, the definition of Shares and
        the number of Shares comprised in an Option may be adjusted in such
        manner as the Administrator may determine and such decision of the
        Administrator shall be final and binding on the Option Holder PROVIDED
          ALWAYS THAT:

        (a)      no adjustment to the Exercise Price shall be made pursuant to
                 the provisions of this rule which would result in the Exercise
                 Price being less than the nominal value of Shares subject to
                 any Option;

        (b)      no adjustment shall be made pursuant to the rule which would
                 increase the aggregate Exercise Price payable on exercise of
                 an Option.

<PAGE>   15

                                       APPENDIX 3
                                        (Rule 10)
                                     OVERALL LIMITS

1.      To the extent that Options shall or may be satisfied out of a new issue
        of Shares subscribed by the Central Share Vehicle for the purpose of
        satisfying Options under the Plan, no such Shares shall be so issued
        and no Award shall be granted if the result of that grant would be
        that:

        (a)      the aggregate number of Shares that could be issued for the
                 purpose of satisfying the exercise of that Option and any
                 other Options granted at the same time, when added to the
                 number of Shares that:

                 (i)     have been or could be issued to the Central Share
                         Vehicle for the purpose of satisfying the exercise of
                         any other subsisting share options granted during the
                         preceding ten years under the Plan or any other Share
                         Option Plan; and

                 (ii)    have been issued to the Central Share Vehicle for the
                         purpose of satisfying the exercise of any share
                         options granted during the preceding ten years under
                         the Plan or any other Share Option Plan; and

                 (iii)   have been issued during the preceding ten years to the
                         Central Share Vehicle for the purpose of any profit
                         sharing or other employee share incentive plan (not
                         being a Share Option Plan),

                 would exceed 10 percent of the ordinary share capital of each
                 of Allied Zurich and Zurich Allied for the time being in
                 issue; or

        (b)      the aggregate number of Shares that could be issued for the
                 purpose of satisfying the exercise of that Option and any
                 other Options granted at the same time, when added to the
                 number of Shares that:

                 (i)     have been or could be issued to the Central Share
                         Vehicle for the purpose of satisfying the exercise of
                         any other subsisting share options granted during the
                         preceding ten years under the Plan or any other
                         Participant Plan; and

                 (ii)    have been issued to the Central Share Vehicle for the
                         purpose of satisfying the exercise of any share
                         options granted during the preceding ten years under
                         the Plan or any other Participant Plan,

                 would exceed 5 percent of the ordinary share capital of each
                 of Allied Zurich and Zurich Allied for the time being in
                 issue; or

        (c)      the aggregate number of Shares that could be issued for the
                 purpose of satisfying the exercise of that Option and any
                 other Options granted at the same time, when added to the
                 number of Allied Zurich Shares that:

                (i)      have been or could be issued to the Central Share
                         Vehicle for the purpose of satisfying the exercise of
                         any other subsisting share options granted after the
                         Adoption Date under the Plan or any other Participant
                         Plan; and

                (ii)     have been issued to the Central Share Vehicle for the
                         purpose of satisfying the exercise of any share
                         options granted after the Adoption Date under the Plan
                         or any other Participant Plan,

<PAGE>   16

                would exceed 2 1/2 percent of the ordinary share capital of
                each of Allied Zurich and Zurich Allied for the time being in
                issue: PROVIDED THAT this limit shall apply only in respect of
                grants of Options made before the fourth anniversary of the
                Adoption Date;

        (d)     the aggregate number of Allied Zurich Shares that could be
                issued for the purpose of satisfying the exercise of that
                Option and any other Options granted at the same time, when
                added to the number of Allied Zurich Shares that:

                (i)     have been or could be issued to the Central Share
                        Vehicle for the purpose of satisfying the exercise of
                        any other subsisting share options granted during the
                        preceding three years under the Plan or any other
                        Participant Plan; and

                (ii)    have been issued to the Central Share Vehicle for the
                        purpose of satisfying the exercise of any share options
                        granted during the preceding three years under the Plan
                        or any other Participant Plan,

                would exceed 3 percent of the ordinary share capital of Allied
                Zurich for the time being in issue.

                AND FURTHER PROVIDED that no Option shall be granted to the
                extent that it would result in the issue of Zurich Allied
                Shares which would be unlawful under Swiss law.

2.      Whenever the Central Share Vehicle subscribes for Allied Zurich Shares
        it shall also subscribe for shares in Zurich Allied in the proportion
        of 57 (Zurich Allied) : 43 (Allied Zurich).

3.      No Option shall be granted to any Participant which would, at the
        proposed Date of Grant, cause the aggregate Market Value of Shares the
        subject of subsisting Options held by him pursuant to a grant under the
        Plan and the market value of Shares the subject of subsisting options
        held by him under any other Participant Plan to exceed in amount four
        times his total annual earnings (including bonuses and benefits in
        kind) from the Group PROVIDED THAT no account shall be taken of any
        such options which will not be satisfied by the issue and allotment of
        Shares to the Option Holder or the Central Share Vehicle.

4.      If the grant of any Option would have the result of breaching any limit
        in this Appendix 3, that Option shall be treated as taking effect over
        the maximum number of Shares over which it could have been granted
        without breaching such limit.

5.      Reference in this Appendix 3 to the issue of Shares shall, for the
        avoidance of doubt, mean the issue and allotment of Shares and not the
        transfer of Shares (other than where the Central Share Vehicle
        transfers to a Participant Shares which have previously been issued and
        allotted to the Central Share Vehicle).

<PAGE>   17

                                       DEFINITIONS

1.      In this Plan unless the context otherwise requires the following words
        and expressions shall have the following meanings, namely:

        Administrator means in relation to this Plan, the Group Chief Executive
        Officer or, in the case of the grant of Options to the Group Executive
        Officer and any member of the Company's Group Management Board, the
        Remuneration Committee of the Company;

        Allied Zurich means Allied Zurich p.l.c with registered number 3525388;

        Allied Zurich Share means an ordinary share in the capital of Allied
        Zurich or shares representing those shares following any
        Reorganization;

        Appropriate Period means:

                (a)     in the case of Joint Offers, the period of six months
                        from the date each of the Offers becomes or is declared
                        unconditional in all respects;

                (b)     in the case of an Offer, the period of six months from
                        the date the Offer becomes or is declared unconditional
                        in all respects;

                (c)     in the case of a Scheme of Arrangement the period of
                        six months from the date of the relevant condition
                        mentioned in paragraph 3 of Appendix 1;

                (d)     in the case of a person being bound or entitled to
                        acquire Shares compulsorily, the period during which
                        that person remains so bound or entitled;

        Associated Plan means any Share Option Plan (other than the Plan) (but
        excluding any savings-related share option scheme) established by the
        Company or any member of the Group;

        Board means the Board of directors of the Company or a duly authorized
        committee thereof;

        Business Unit means a business unit of the Group including the Group's
        home office;

        Central Share Vehicle means entity which will acquire (by subscription
        or purchase) and hold both Allied Zurich Shares and shares in Zurich
        Allied for the purpose of employees' share schemes and which may
        without limitation take the form of a trust, a Stiftung or an
        administrative unit of or an account in the name of the Company or any
        Subsidiary;

        Company means Zurich Financial Services;

        Consideration Shares has the meaning given in paragraph 10 of
        Appendix 1;

        Control means in relation to a body corporate, the power of a person to
        secure:
                (a)     by means of the holding of shares or the possession of
                        voting power in or in relation to that or any other
                        body corporate; or

                (b)     by virtue of any powers conferred by the articles of
                        association or other document regulating that or any
                        other body corporate, that the affairs of the
                        first-mentioned body corporate are conducted in
                        accordance with the wishes of that person;

        Date of Grant means in relation to an Option, the date on which an
        Option is granted;

<PAGE>   18

        Dealing Day means a day on which the London Stock Exchange or the Swiss
        Stock Exchange (as the context requires) is open for business;

        Participant means any employee or Participant director of any company
        within the Group who in the case of a Participant director is required
        to work for substantially the whole of his time for the Group;

        Participant Plan means any Share Option Plan (other than the Plan)
        under which the individuals selected for participation at the
        discretion of the body administering that plan are senior
        Participant employees;

        Exercise Period means the period commencing and ending on such dates as
        the Administrator may determine during which the Option(s) can be
        exercised by the Option Holder. The Exercise Period will not commence
        earlier than the third anniversary of the Date of Grant unless the
        Administrator decides otherwise in exceptional circumstances. In any
        event the Exercise Period will end not later than tenth anniversary of
        the Date of Grant;

        Exercise Price means the price per Share payable on the exercise of an
        Option;

        Group means the Company and the Subsidiaries and member of the Group
        shall be construed accordingly;

        Joint Offers means Offers which are made by a person (either alone or
        together with any person acting in concert with him) for the whole of
        the issued share capital of both Allied Zurich and Zurich Allied (other
        than those Shares already owned by him and/or any person acting in
        concert with him) in each case on the condition that each Offer can
        only be declared unconditional if the other is declared unconditional
        at the same time;

        Listing means the first admission of the Shares to the London Stock
        Exchange or the Swiss Exchange as the case may be;

        Market Value means on any day:

                (a)     in respect of an Allied Zurich Share, the middle market
                        quotation of an Allied Zurich Share on the London Stock
                        Exchange as derived from the Daily Official List for
                        that day; and

                (b)     in respect of any Zurich Allied Share the middle market
                        quotation of a Zurich Allied Share on the Swiss
                        Exchange for that day;

        Offer means a general offer for Shares;

        Option means a right granted under the Plan to purchase Shares or if
        the Administrator so determines, Shares comprised in Share Baskets;

        Option Holder means any individual who holds an Option (or, where the
        context permits, the legal personal representatives or designated
        beneficiary of a deceased Option Holder);

        Plan this Plan as amended from time to time;

        Qualifying Company means each of Allied Zurich and Zurich Allied;

        Reorganization means any capitalization or rights issue, and any sub-
        division or consolidation, or reduction of the share capital of Allied
        Zurich or Zurich Allied or any other variation of the share capital of
        Allied Zurich or Zurich Allied;

<PAGE>   19

        Share Option Plan means any employee share option Plan established by
        the Company;

        Share means an Allied Zurich Share or a Zurich Allied Share or shares
        representing those shares following any Reorganization or a Share
        Basket;

        Share Basket means a collection of such number or value of Allied
        Zurich Shares and Zurich Allied Shares as the Administrator shall from
        time to time determine (subject to any change in composition by reason
        of a partial lapse of an Option under paragraphs 1 to 5 of Appendix 1
        or the operation of paragraph 6 of Appendix 1 or an adjustment under
        Appendix 2);

        Subsidiary means any body corporate which from time to time is listed
        as a subsidiary of the Company in the consolidated annual report and
        accounts of the Company;

        Swiss Exchange means the Swiss Exchange owned and operated by the Swiss
        Stock Exchange Association;

        Vesting Schedule means a schedule which specifies the percentage of
        Shares in respect of which an Option shall become exercisable at
        different times during the overall term of the Option;

        Zurich Allied means Zurich Allied AG;

        Zurich Allied Share means a share in the capital of Zurich Allied.

2.      Where the context permits the singular shall include the plural and
        vice versa and the masculine shall include the feminine. Headings shall
        be ignored in construing the Plan.

3.      References to any Act shall include any statutory modification,
        amendment or re-enactment thereof.