Exhibit 10.6


EMPLOYMENT AGREEMENT


          AGREEMENT, made and entered into as of January 1, 2008, by and between, Security Capital Assurance Ltd, a Bermuda corporation (the “Company”), and Claude L. LeBlanc (the“Executive”). 


          WHEREAS, the Executive has been employed by Security Capital Assurance Ltd as its Executive Vice President, Corporate Development & Strategy; 


          NOW, THEREFORE, in consideration of the premises and mutual covenants contained herein and for other good and valuable consideration, the Company, and the Executive (the“Parties”) agree as follows: 


          1.      EMPLOYMENT.


          The Company hereby employs 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 stated term of employment under this Agreement shall commence on the above stated date (the “Date of the Agreement”) and shall continue through the close of business on the eighteen-month anniversary of the Date of the Agreement, subject to earlier termination as provided in Section 8, below, and extension as provided in the next succeeding
sentence. On the eighteen-month anniversary of the Date of the Agreement and on each anniversary thereafter, the stated term of employment shall be automatically extended for an additional one year unless the Company gives notice in writing to the
Executive or the Executive gives notice in writing to the Company at least three months prior to such anniversary that the term is not to be so extended. 


          3.      POSITIONS, DUTIES AND RESPONSIBILITIES.


          (a)     General.
The Executive shall be employed as Executive Vice President,  Corporate Development & Strategy
of the Company. In such position, the Executive shall have the duties, responsibilities
and authority normally associated with the office, position and titles of such
an officer of a financial guaranty company,  or holding company, whose shares
are publicly traded in the United States. The duties and responsibilities of
this position shall include, without limitation, (i) working with senior management
to develop the Company’s corporate strategy, (ii)
overseeing all corporate development activities, (iii) overseeing capital management
and pricing model development, (iv) managing rating agency relations, (v) assuming
such other responsibilities as provided by the CEO in his discretion and (vi)
 serving as a member of the Executive Committee. During the term of this Agreement,
the Executive shall devote his full business time to the business and affairs
of the Company and its subsidiaries, and shall use his best efforts, skills and
 abilities to promote the interests of the Company and its subsidiaries; provided, however,
 the  Executive may serve on up to two boards of directors of other entities,
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long as such service does not interfere with the Executive’s performance of his duties hereunder or result in any conflict of interest with the Company. 


          (b)    Performance
of Services. The Executive’s services
under this Agreement,  which are global in nature, shall be performed in Bermuda,
however, Executive may be reasonably requested by the Company to perform services
elsewhere in accordance with the guidelines established by the Company from time
to time for the location of  the performance of services on behalf of the Company
and its subsidiaries. The Executive acknowledges that the Company may require
the Executive to travel to the extent such travel is reasonably necessary to
perform the services hereunder and that  such travel may be extensive, but in
no event will such travel result in Executive spending more than 150 days in
any calendar year in the United States. Subject to the foregoing, to the extent
reasonably requested by the Company, the Executive  shall allocate greater business
time to a location other than his principal business location, if necessary. 


          (c)      To
the extent that Executive’s service with the Company or any of its Affiliates
triggers an obligation to pay  federal, state or local tax in the United States
at any time, and only for tax years from and after January 1, 2006, the Company
shall indemnify and hold Executive harmless from any such obligations on the
amounts he received from the Company or any  of its Affiliates with respect to
his employment, that is subject to federal, state or local tax, including any
interest and penalties thereon, any reasonable costs incurred by Executive in
connection therewith (including, without limitation,  reasonable costs of preparing
and filing tax returns, reasonable costs of any audit or other proceeding, and
reasonable costs of enforcing his rights hereunder), and a gross up for any tax
required to be paid with respect to any indemnity payment  hereunder. Notwithstanding
anything herein to the contrary, this provision shall survive the termination
of Executive’s employment. At the Company’s discretion, any payment
under this Section 3(c) shall be paid either (i) at the time the  Company or
one of its Affiliates is required to withhold federal, state or local tax in
the United States with respect to Executive, with respect to the amount required
to be so withheld, or (ii) at least two (2) business days before an amount is
 paid or required to be paid by Executive to a taxing authority in the United
States, with respect to any other amount; provided that the Company shall notify
Executive of the manner in which it elects to make such payment at least ten
(10) business  days prior to the date such payment is required to be made. 


          4.      BASE SALARY.


          The Executive shall be paid a Base Salary by the Company of US$300,000 for calendar year 2008, payable in accordance with the Company’s regular pay practices. Such Base Salary shall be
subject to annual review in accordance with the Company’s practices for executives as in effect from time to time and may be increased at the discretion of the Compensation Committee of the Board of Directors of the Company (the “Compensation Committee”).


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          5.      BONUSES.


          (a)     In
addition to the Base Salary provided for in Section 4, above, the Executive shall
be eligible for an annual cash  bonus under the Company’s Annual Incentive
Compensation Plan as in effect from time to time. The Executive’s annual
cash bonus for calendar year 2007 shall be a minimum of US$700,000, payable
in 2008. The Executive’s target bonus
for calendar year 2008 shall be equal to 150% of the Executive’s Base Salary.
Any annual bonus shall be paid in cash in a lump sum no later than March 15 following
the year for which the annual bonus is paid, unless deferred at the  Executive’s
option in accordance with the provisions of any applicable deferred compensation
plan of the Company or it subsidiaries in effect from time to time and in compliance
with Section 409A of the Code. Nothing in this Section 5 shall  confer upon the
Executive any right to a minimum annual bonus except for the 2007 performance
bonus identified above. Executive also shall be eligible to participate in the
Company’s long term incentive award plan commencing with the year 2007
in accordance with the terms of that plan. Executive’s long term incentive
award shall be targeted at 150% of Executive’s total cash compensation (base
plus bonus). The Executive may be awarded such annual bonuses and long-term incentive
 awards thereunder as may be approved by the Compensation Committee based on
corporate, individual and business unit performance measures, as appropriate,
established or approved from time to time, by the Compensation Committee.


          (b)     Further,
Executive shall be awarded a one-time only initial grant of 100,000 options to
vest ratably over three years,  vesting to occur at the rate of 33.33% each year
on the anniversary of the grant date which shall be no later than December 20,
2007. In addition, Executive shall be awarded a one-time only initial grant of
50,000 restricted stock shares to vest  ratably over four years, vesting to occur
at the rate of 25% each year on the anniversary of the grant date which shall
be no later than February 29, 2008.


          6.      EMPLOYEE BENEFIT PROGRAMS.


          During the term of the Executive’s employment under this Agreement, the Executive shall be entitled to participate in all employee retirement, pension, welfare and benefit programs of the
Company as are in effect from time to time and in which similarly situated senior executives of the Company are eligible to participate. 


          7.      BUSINESS
EXPENSE REIMBURSEMENT AND FRINGE BENEFITS.


          During the term of the Executive’s employment under this Agreement, the Executive shall be entitled to participate in the Company’s travel and entertainment expense reimbursement
programs and its executive fringe benefit plans and arrangements, all in accordance with the terms and conditions of such programs, plans and arrangements as in effect from time to time as applied to the Company’s similarly situated executives.



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          8.      TERMINATION OF EMPLOYMENT.


          (a)    Termination
due to Death. In the event the Executive
dies during the term of  employment hereunder, the Executive’s spouse, if
the spouse survives the Executive, (or, if the Executive’s spouse does not
survive him, the estate or other legal representative of the Executive) shall
be entitled to receive the Base  Salary as provided in Section 4, above, at the
rate in effect at the time of Executive’s death, to be paid in accordance
with the Company’s regular payroll practices, through the end of the sixth
month after 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 in accordance with the Company’s bonus program but not yet paid under Section 5, above,
    to be paid at the time such bonus would otherwise be due under the applicable program, and reimbursement of business expenses incurred prior to death in accordance with Section 7(a) above, 

             (ii)      within
    45 days after the date of death, a pro rata bonus for the year of death in an
    amount determined by the  Compensation Committee, but in no event less than a
    pro rata portion of the Executive’s average annual bonus for the immediately
    preceding three years (or the period of the Executive’s employment with
    the Company, if less), 

             (iii)      the
    rights under any options to purchase equity securities of the Company or other
    rights with respect to equity  securities of the Company, including any restricted
    stock or other securities, held by the Executive determined in accordance with
    the terms thereof, 

             (iv)     for a period of six months following the Executive’s death, continued medical benefit plan coverage (including
    dental and vision benefits if provided under the applicable plans) for the Executive’s dependents, if any, under the Company’s medical benefit plans upon substantially the same terms and conditions (including cost of coverage to the
    dependents) as is then in existence for other executives during the coverage period; provided, that, if
      the Executive’s dependents cannot continue to participate in the Company plans providing such benefits, the Company shall otherwise provide such benefits on substantially the same after-tax basis as if continued participation had been
      permitted, and 

             (v)      the
    vested accrued benefits, if any, under the employee benefit programs of the Company,
    as provided in Section 6,  above, determined in accordance with the applicable
    terms and provisions of such programs. 




          (b)      Termination
due to Disability. In the event the Executive’s
employment  hereunder is terminated due to his disability, as determined under
the Company’s long-term disability plan, the Executive shall be entitled
to: 


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             (i)       the Base Salary as provided in Section 4, above, through the end of the sixth month after the month in which the
    Executive’s employment terminates due to disability, to be paid in accordance with the Company’s regular payroll practices, 

             (ii)      any annual bonus awarded in accordance with the Company’s bonus program but not yet paid under Section 5, to be
    paid at the time such bonus would otherwise be due under the applicable program, and reimbursement of business expenses incurred prior to termination of employment in accordance with Section 7(a) above, 

             (iii)     within 45 days after the date of termination, a pro rata bonus for the year of termination in an amount determined
    by the Compensation Committee, but in no event less than a pro rata portion of the Executive’s average annual bonus for the immediately preceding three years (or the period of the Executive’s employment with the Company, if less),
  

            (iv)      the
    rights under any options to purchase equity securities of the Company or other
    rights with respect to equity  securities of the Company, including any restricted
    stock or other securities, held by the Executive, determined in accordance with
    the terms thereof, 

            (v)      for
    a period of six months following the termination of the Executive’s employment,
    continued medical benefit  plan coverage (including dental and vision benefits
    if provided under the applicable plans) for the Executive (and the Executive’s
    dependents, if any) under the Company’s medical benefit plans upon substantially
    the same terms and  conditions (including cost of coverage to the Executive)
    as is then in existence for other executives during the coverage period; provided, that,
      if the Executive cannot continue to participate in the Company plans providing
      such benefits, the Company shall otherwise provide such benefits on substantially
      the same after-tax basis as if  continued participation had been permitted; provided
        further, however,
          that, in the event the Executive  becomes re-employed with another employer and
          becomes eligible to receive medical benefits from such employer, the medical
          benefits described herein shall immediately cease, and 

                 (vi)     the
    vested accrued benefits, if any, under the employee benefit programs of the Company,
    as provided in Section 6  above, determined in accordance with the applicable
    terms and provisions of such programs. 




          (c)       TERMINATION FOR CAUSE. 


            (i)      The
    employment of the Executive under this Agreement may be terminated
      by the Company for Cause, such termination to be effective upon the




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    Company giving the Executive written notice of termination
    in accordance with the provisions of this Agreement. For this purpose, “Cause”
    shall mean:




	
(A)      		
conviction of the Executive of a felony
    involving moral turpitude, dishonesty or laws to which the Company or its
    Affiliates are subject in connection with the conduct of its or their business;
	
	 
	
(B)      		
the Executive, in carrying out his duties for the Company under this Agreement, has been guilty of (1) willful misconduct or (2) substantial and continual refusal by the Executive to perform the duties
assigned to the Executive pursuant to the terms; provided, however, that any act or failure to act by
the Executive shall not constitute Cause for purposes of this Section 8(c)(i)(B) if such act or failure to act was committed, or omitted, by the Executive in good faith and in a manner he reasonably believed to be in the overall best interests of
the Company, as the case may be. The determination of whether the Executive acted in good faith and that he reasonably believed his action to be in the Company’s overall best interest, as the case may be, will be in the reasonable and good
faith judgment of the Compensation Committee and/or the Audit Committee; or
	
	 
	
(C)      		
the Executive’s continued willful refusal to obey any lawful policy or requirement duly adopted by the Company Board and the continuance of such refusal after receipt of written notice.
	







            (ii)    In the event of a termination for Cause under
    Section 8(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, to be paid in accordance
with the Company’s regular payroll practices,
	
	 
	
(B)      		
the rights under any options to purchase equity securities of the Company or other rights with respect to equity securities of the Company, including any restricted stock or other securities, held by the
Executive, determined in accordance with the terms thereof, and
	
	 
	
(C)      		
the vested accrued benefits, if any, under employee benefit programs of the Company, as provided in Section 6, above, and re-imbursement of properly incurred unreimbursed business expenses under the business
expense reimbursement program as described in Section 7, above, determined in accordance with the applicable terms and provisions of such employee benefit and expense reimbursement programs; provided
that the Executive shall not be entitled to any such benefits unless the terms and provisions of such programs expressly state that the Executive shall be en-
	









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titled thereto in the event his employment is terminated for Cause (as defined in this Agreement or otherwise).

	








          (d)     TERMINATION WITHOUT CAUSE.


            (i)     Anything in this Agreement to the
    contrary notwithstanding, the Executive’s employment may be terminated by the Company without Cause as provided in this Section 8(d). A termination due to death or disability, as described in Section 8(a) or (b), above, or a termination for Cause, as
    described in Section 8(c), above, shall not be deemed a termination without Cause under this Section 8(d). For the avoidance of doubt, if a notice of non-renewal of this Agreement pursuant to Section 2 is issued by the Company and, within six (6)
    months thereafter, a written notice is issued (x) by the Company to the Executive of its intention to terminate the employment relationship with Executive at the end of the Term or (y) by the Executive to the Company of Executive’s intention to
    terminate the employment relationship with the Company at the end of the Term, the termination of the Executive’s employment at the end of the Term shall be considered a termination by the Company without Cause hereunder. 

            (ii)     In the event the Executive’s employment is terminated by the Company without Cause (x) prior to a Change in
    Control (other than as provided in the last paragraph of Section 8(d)(iii), in which case the provisions of Section 8(d)(iii) shall apply in lieu of this Section 8(d)(ii)) or (y) following the Post-Change Period (as hereinafter defined), the
    Executive shall be entitled to: 




	
(A)      		
Base Salary as provided in Section 4, above, at the rate in effect at the time of his termination of employment without Cause, through the date on which termination without Cause occurs, to be paid in
accordance with the Company’s regular payroll practices,
	
	 
	
(B)      		
provided the Executive executes and
    does not revoke a reasonable general release of employment liability claims
    against the Company and its affiliates in form and substance satisfactory
    to the Company, a  cash lump sum payment made within 30 days after termination
    of employment equal to (x) two times the Executive’s annual Base Salary,
    at the annual rate in effect in accordance with Section 4, above, immediately
    prior to such termination and  (y) one times the higher of the targeted
    annual bonus for the year of such termination, if any, or the average of
    the Executive’s annual bonus payable by the Company or its subsidiaries
    for the three years immediately preceding the year of  termination (or such
    shorter period during which the Executive has been employed by any of such
    entities),
	
	 
	
(C)      		
any annual bonus awarded in accordance
    with the Company’s bonus program but not yet paid under Section 5,
    above, to be paid at the time such bonus would otherwise be due under the
    applicable program,  and reim-
	







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bursement of business expenses incurred prior to termination of employment in accordance with Section 7(a) above,

	
	 
	
(D)      		
the rights under any options to purchase equity securities of the Company or other rights with respect to equity securities of the Company, including any restricted stock or other securities, held by the
Executive, determined in accordance with the terms thereof,

	
	 
	
(E)      		
for a period of twenty-four months following the termination of the Executive’s employment, continued medical benefit plan coverage (including dental and vision benefits if provided under the
applicable plans) for the Executive (and the Executive’s dependents, if any) under the Company’s medical benefit plans upon substantially the same terms and conditions (including cost of coverage to the Executive) as is then in existence
for other executives during the coverage period; provided, that, if the Executive cannot continue to
participate in the Company plans providing such benefits, the Company shall otherwise provide such benefits on substantially the same after-tax basis as if continued participation had been permitted; provided, however, that, in the event the Executive becomes reemployed with another employer and becomes eligible to receive
medical benefits from such employer, the medical benefits described herein shall immediately cease, and

	
	 
	
(F)      		
the vested accrued benefits, if any, under the employee benefit programs of the Company, as provided in Section 6 above, determined in accordance with the applicable terms and provisions of such
programs.

	







          (iii)   In the event the Executive’s employment is terminated by (x) the
Company without Cause within the twenty-four month period following a Change in Control (as defined in Exhibit A hereto) (the “Post-Change Period”) or (y) 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 the following, paid in the case of amounts set forth in (A), (B), (C) and (D) below within
30 days after termination of employment: 




	
(A)      		
Base Salary as provided in Section 4, above, at the rate in effect at the time of his termination of employment, through the date on which termination occurs,
	
	 
	
(B)      		
a cash lump sum payment equal to two times the Executive’s annual Base Salary, at the rate in effect in accordance with Section 4, above, or immediately prior to such termination or Change in Control,
whichever is greater,
	








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(C)      		
a cash lump sum payment equal to two times the higher of (i) the average annual bonus awarded to the Executive by the Company or its subsidiaries in the three years prior to the year in which the Change in
Control occurs (or shorter period during which the Executive had been employed by any of such entities) or (ii) the Executive’s target annual bonus for the year of termination,
	
	 
	
(D)      		
an amount equal to (i) the higher of (x) the bonus actually awarded to the Executive by the Company for the year immediately preceding the year in which the Change in Control occurs or (y) the targeted
amount of bonus that would have been awarded to the Executive in respect of the year in which the termination of employment occurs, multiplied by (ii) a fraction, the numerator of which is the number of months or fraction thereof in which the
Executive was employed by the Company in the year of termination of employment, and the denominator of which is 12,
	
	 
	
(E)      		
options to purchase equity securities of the Company or other rights with respect to equity securities of the Company held by the Executive shall immediately vest in full and shall continue to be exercisable
for three years from the date of termination of employment, notwithstanding the Executive’s termination of employment, or the original full term of the option or other right, if shorter,
	
	 
	
(F)      		
for a period of twenty-four months following the termination of the Executive’s employment, continued medical benefit plan coverage (including dental and vision benefits if provided under the
applicable plans) for the Executive (and the Executive’s dependents, if any) under the Company’s medical benefit plans upon substantially the same terms and conditions (including cost of coverage to the Executive) as is then in existence
for other executives during the coverage period; provided, that, if the Executive cannot continue to
participate in the Company plans providing such benefits, the Company shall otherwise provide such benefits on substantially the same after-tax basis as if continued participation had been permitted; provided, however, that, in the event the Executive becomes reemployed with another employer and becomes eligible to receive
medical benefits from such employer, the medical benefits described herein shall immediately cease, and
	
	 
	
(G)      		
full and immediate vesting under the Company’s retirement plans as of the date of termination, to the extent permitted by applicable law; provided, however, that if such full and immediate vesting cannot be provided under a retirement plan under applicable law, then economically equivalent benefits
shall be provided through arrangements outside the applicable retirement plan.
	








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          Anything in this Agreement to the contrary notwithstanding, the Executive shall be entitled to the benefits described in (A)-(G) above, if the Executive’s employment with the Company is
terminated by the Company (other than for Cause) within one year prior to the date on which a Change in Control occurs, and it is reasonably demonstrated that such termination (i) was at the request of a third party who has taken steps reasonably
calculated or intended to effect the Change in Control or (ii) otherwise arose in connection with or anticipation of the Change in Control; provided, however, that in such event, amounts will be payable hereunder only following the Change in Control (and within 10 days thereafter). 


             (iv)       If, in situations where Section 8(d)(iii) does not apply, at any time during the term of the Executive’s
    employment hereunder, duties are assigned to the Executive that are materially inconsistent with his position, or the Company does not cure any other material breach by it of any provision of Sections 3 through 7, 14, 17 and 19 of this Agreement
    within 30 calendar days following written notice of same by the Executive (which written notice must be given within 30 calendar days after such breach), the Executive shall have the right to terminate his employment within 30 calendar days of the
    Company’s failure to rescind such assignment in accordance with the proviso below or of such failure to cure a breach, as the case may be, and such termination shall be deemed a termination by the Company without Cause under Section 8(d)(ii),
    above, provided, in the case of assignment of inconsistent duties, the Executive shall have given the Company written notice of his decision within 30 calendar days of such
      assignment and shall not, within 30 calendar days thereafter, have had the assignment of inconsistent duties rescinded. 




          (e)       VOLUNTARY TERMINATION BY THE EXECUTIVE. The Executive may voluntarily terminate his employment prior to the expiration
of the term of this Agreement upon at least three months’ prior written notice to the Company, provided such termination shall constitute a voluntary termination and, except as provided in Section 8(d)(iii) or Section 8(d)(iv), above, in such
event the Executive shall be limited to the same rights and benefits as applicable to a termination by the Company for Cause as provided in Section 8(c), above. A voluntary termination in accordance with this Section 8(e) shall not be deemed a
breach of this Agreement. A termination of the Executive’s employment due to disability or death as described in Section 8(b) or 8(a), above, a termination by the Executive which the Executive is entitled to treat as a termination by the
Company pursuant to Section 8(d), above, or a termination by the Executive under Section 8(d)(iv), above, shall not be deemed a voluntary termination within the meaning of this Section 8(e). For the avoidance of doubt, a notice of non-renewal of the
Agreement pursuant to Section 2 above issued by the Executive shall not be considered a voluntary termination within the meaning of this Section 8(e). 


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          9.      EXCISE TAX PAYMENTS.


          (a)      Anything in this Agreement to the contrary notwithstanding, in the event it shall be determined that (i) any payment
or distribution made, or benefit provided (including, without limitation, the acceleration of any payment, distribution or benefit or accelerated vesting or exercisability of any award) by the Company to or for the benefit of the Executive (whether
paid or payable or distributed or distributable pursuant to the terms of this Agreement or otherwise, but determined without regard to any additional payments required under this Section 9) (a “Payment”) would be subject to the excise
tax imposed by Section 4999 of the United States Internal Revenue Code of 1986, as amended (the “Code”) (or any successor provision or similar excise tax), or any interest or penalties are incurred by the Executive 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”), (ii) the aggregate amount of the Executive’s Parachute Payments (as
defined in Section 280G(b)(2)(A) of the Code) is less than 3.25 times the Executive’s Base Amount (as defined in Section 280G(b)(3)(A) of the Code), and (iii) no such Payment would be subject to the Excise Tax if the payments set forth in
Section 8(d)(iii)(B) and (C) hereof were each reduced by up to 20 percent, then the payments set forth in Section 8(d)(iii)(B) and (C) will each be reduced to the smallest extent possible (and in no event by more than 20 percent in the aggregate)
such that no Payment is subject to the Excise Tax.


          (b)
     Anything
in this Agreement to the contrary notwithstanding, in the event it shall be determined
that (i) the aggregate  amount of the Executive’s Parachute Payments equals
or exceeds 3.25 times the Executive’s Base Amount, (ii) the aggregate amount
of the Executive’s Parachute Payments is less than 3.25 times the Base Amount
but one or more Payments  would be subject to the Excise Tax even if the payments
set forth in Section 8(d)(iii)(B) and (C) hereof were each reduced by 20 percent,
or (iii) notwithstanding a reduction in payments pursuant to Section 9(a) above,
an Excise Tax is payable by  the Executive on one or more Payments, then, in
any such case, Payments shall not be reduced and the Executive shall be entitled
to receive an additional payment (a “Gross-Up
Payment”) in an amount such that after
payment by the Executive of all taxes (including any income or Excise Tax) imposed
upon the Gross-Up Payment and any interest or penalties imposed with respect
to such taxes, the Executive retains  from the Gross-Up Payment an amount equal
to the Excise Tax imposed upon the Payments.


          (c)       Subject to the provisions of Section 9(d), all determinations required to be made under this Section 9, including
determination of whether a Gross-Up Payment is required and of the amount of any such Gross-Up Payment, shall be made by a nationally recognized public accounting firm selected by the Company (the “Accounting
Firm”) which shall provide detailed supporting calculations both to the Company and the Executive within 15 business days of the date of termination of the Executive’s employment, if applicable, or such
earlier time as is reasonably requested. The initial Gross-Up Payment, if any, as determined pursuant to this Section 9(c), shall be paid to the Executive within five business days of the receipt of the Accounting Firm’s determination. If the
Accounting Firm determines that no Excise Tax is payable by the Executive, it shall furnish the Executive with a written opinion that he has substantial authority not to report any Excise Tax on his Federal income tax return. Any determination by
the Accounting Firm meeting the requirements of this Section 9(c) shall be 


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binding upon the Company and the Executive, subject only to payments pursuant to the following sentence based on a determination that additional Gross-Up Payments should have been made, consistent with the calculations
required to be made hereunder (the amount of such additional payments are referred to herein as the “Gross-Up Underpayment”). In the event that the Company exhausts
its remedies pursuant to Section 9(d) and the Executive thereafter is required to make a payment of any Excise Tax, the Accounting Firm shall determine the amount of the Gross-Up Underpayment that has occurred and any such Gross-Up Underpayment
shall be promptly paid by the Company to or for the benefit of the Executive. The fees and disbursements of the Accounting Firm shall be paid by the Company. 


          (d)       The Executive shall notify the Company in writing of any claim by the United States Internal Revenue Service that, if
successful, would require the payment by the Executive of any Excise Tax and, therefore, the payment by the Company of a Gross-Up Payment. Such notification shall be given as soon as practicable but not later than 30 business days after the
Executive receives written notice of such claim and shall apprise the Company of the nature of such claim and the date on which such claim is requested to be paid. The Executive shall not pay such claim prior to the expiration of the 30-day period
following the date on which he gives such notice to the Company (or such shorter period ending on the date that any payment of taxes with respect to such claim is due). If the Company notifies the Executive in writing prior to the expiration of such
period that it desires, in good faith, to contest such claim (which notice shall set forth the bases for such contest) and that it will bear the costs and provide the indemnification as required by this sentence, the Executive shall, in good faith:



             (i)       give the Company any information reasonably requested by the Company relating to such claim, 

             (ii)      take
    such action in connection with contesting such claim as the Company shall, in
    good faith, reasonably request in  writing from time to time, including, without
    limitation, accepting legal representation with respect to such claim by an attorney
    selected by the Company and reasonably acceptable to the Executive, 

             (iii)     cooperate
    with the Company in good faith in order effectively to contest such claim, and 

             (iv)     permit
    the Company to participate, in good faith, in any proceedings relating to such
    claim; 




provided, however, that the Company shall bear and pay directly all costs and expenses (including additional
interest and penalties) incurred in connection with such contest and shall indemnify and hold the Executive harmless, on an after-tax basis to the Executive, for any Excise Tax or income tax, including interest and penalties with respect thereto,
imposed as a result of such representation and payment of all costs and expenses. 


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          Without limitation on the foregoing provisions of this Section 9(d), the Company shall, exercising good faith, control all proceedings taken in connection with such contest and, at its sole
option (but in good faith), may pursue or forego any and all administrative appeals, proceedings, hearings and conferences with the taxing authority in respect of such claim and may, at its sole option (but in good faith), either direct the
Executive to pay the tax claimed and sue for a refund or contest the claim in any permissible manner, and the Executive agrees to prosecute such contest to a determination before any administrative tribunal, in a court of initial jurisdiction and in
one or more appellate courts, as the Company shall determine; provided, however, that if the Company
directs the Executive to pay such claim and sue for a refund, the Company shall advance the amount of such payment to the Executive, on an interest-free basis and shall indemnify and hold the Executive harmless, on an after-tax basis to the
Executive, from any Excise Tax or income tax, including interest or penalties with respect thereto, imposed with respect to such advance or with respect to any imputed income with respect to such advance; and
further provided that any extension of the statute of limitations relating to the payment of taxes for the taxable year of the Executive
with respect to which such contested amount is claimed to be due is limited solely to such contested amount. Furthermore, the Company’s control of the contest shall be limited to issues with respect to which a Gross-Up Payment would be payable
hereunder and the Executive shall be entitled to settle or contest, as the case may be, any other issue raised by the Internal Revenue Service or any other taxing authority. If, after the receipt by the Executive of an amount advanced by the Company
pursuant to Section 9(d), the Executive becomes entitled to receive any refund with respect to such claim, the Executive shall (subject to the Company’s complying with the requirements of Section 9(d)) promptly pay to the Company, as the case
may be, the amount of such refund (together with any interest paid or credited thereon after taxes applicable thereto). If, after the receipt by the Executive of an amount advanced by the Company pursuant to Section 9(d), a determination is made
that the Executive shall not be entitled to any refund with respect to such claim and the Company does not notify the Executive in writing of its intent to contest such denial of refund prior to the expiration of 30 days after such determination,
then any obligation of the Executive to repay such advance shall be forgiven and the amount of such advance shall offset, to the extent thereof, the amount of Gross-Up Payment required to be paid. 


          Notwithstanding any provision herein to the contrary, the Executive’s failure to strictly comply with the notice provisions set forth in this Section 9, so long as such failure does not
prevent the Company from contesting an excise tax claim, shall not adversely affect the Executive’s rights under this Section 9. 


          10.      NO MITIGATION; NO OFFSET.


          In the event of any termination of employment under Section 8, above, the Executive shall be under no obligation to mitigate damages or seek other employment, and, except as expressly set forth
herein, 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. 


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          11.      NONCOMPETITION AND NONSOLICITATION.


          The Executive represents and warrants that, to the best of his knowledge, he is not using the confidential or proprietary information of any other person in violation of any agreement or rights
of others known to him. The Executive agrees that the products of the Company and its Affiliates shall constitute the exclusive property of the Company and its Affiliates. 


          For the avoidance of doubt, all trademarks, policy language or forms, products or services (including products and services under development), trade names, trade secrets, service marks,
designs, computer programs and software, utility models, copyrights, know-how and confidential information, applications for registration of any of the foregoing and the right to apply for them in any part of the world (whether any of the foregoing
shall be registered or unregistered) created or discovered or participated in by the Executive during the course of his employment (whether or not pursuant to the terms of this Agreement) or under the instructions of the Company or its Affiliates
are and shall be the absolute property of the Company and its Affiliates, as appropriate. Without limiting the foregoing, the Executive hereby assigns to the Company any and all of the Executive’s right, title and interest, if any, pertaining
to the financial products insurance and reinsurance (including, without limitation, finite insurance and reinsurance), risk assumption, risk management, brokerage, financial and other products or services developed or improved upon by the Executive
(including, without limitation, any related “knowhow”) while employed by the Company or its Affiliates, including any patent, trademark, trade name, copyright, ownership or other right that may pertain thereto. 


          Since Executive has obtained and is likely to obtain in the course of Executive’s employment with the Company and its Affiliates knowledge of trade names, trade secrets, knowhow, products
and services (including products and services under development), techniques, methods, lists, computer programs and software and other confidential information relating to the Company and its Affiliates, and their employees, clients, business or
business opportunities, Executive hereby undertakes that: 


          (i)       Executive will not (either alone or jointly with or on behalf of others and whether directly or indirectly) encourage,
entice, solicit or endeavor to encourage, entice or solicit away from employment with the Company or its Affiliates, or hire or cause to be hired, any officer or employee of the Company or its Affiliates (or any individual who was within the prior
twelve months an officer or employee of the Company or its Affiliates), or encourage, entice, solicit or endeavor to encourage, entice or solicit any individual to violate the terms of any employment agreement or arrangement between such individual
and the Company or any of its Affiliates; 


          (ii)      Executive
will not (either alone or jointly with or on behalf of others and whether directly
or indirectly) interfere  with or disrupt or seek to interfere with or disrupt
(A) the relationships between the Company and its Affiliates, on the one hand,
and any customer or client of the Company and its Affiliates, on the other hand,
(including any reinsured party) who  during the period of twenty-four 


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months immediately preceding such termination shall have been such a customer or client, or (B) the supply to the Company and its Affiliates of any services by any supplier or agent or broker who during the period of
twenty-four months immediately preceding such termination shall have supplied services to any such person, nor will Executive interfere or seek to interfere with the terms on which such supply or agency or brokering services during such period as
aforesaid have been made or provided; and 


          (iii)      Executive
will not (either alone or jointly with or on behalf of others and whether directly
or indirectly) whether  as an employee, consultant, partner, principal, agent,
distributor, representative or stockholder (except solely as a less than one
percent stockholder of a publicly traded company), engage in any activities in
Bermuda, the United Kingdom or the  United States if such activities are competitive
with the businesses that (i) are then being conducted by the Company or its Affiliates
and (ii) during the period of the Executive’s employment were either being
conducted by the Company or its  Affiliates or actively being developed by the
Company or its Affiliates. 


          The provisions of the immediately preceding sentence shall continue as long as the Executive is employed by the Company or its Affiliates and such provisions shall continue in effect after such
employment is terminated for any reason under Section 8 until the first anniversary of such termination, provided that if such employment is terminated by the Company under Section 8(d)(iii) or by the Executive under Section 8(d)(iii), the
provisions of clauses (ii) and (iii) shall automatically terminate upon such termination of employment, unless the Company elects, in writing, upon such termination to continue the provisions of clauses (ii) and (iii) in effect through the six-month
anniversary of such termination of employment, in which case the Company shall be obligated to pay the Executive, in addition to any of the Executive’s rights under Section 8(d)(iii), a lump sum payment equal to the sum of (x) six months of his
Base Salary and (y) one half of the Executive’s average annual bonus payable by the Company or its subsidiaries for the three years (or shorter period of employment by any of such entities) immediately preceding the year of termination, and
such lump sum payment shall be made within 30 days following termination of employment. 


          For purposes of this Agreement, an “Affiliate” of the Company means any person, directly or indirectly,
through one or more intermediaries, controlled by the Company, and such term shall specifically include, without limitation, the Company’s majority-owned subsidiaries.


          The limitations on the Executive set forth in this Section shall also apply to any agent or other representative acting on behalf of Executive. 


          While the restrictions aforesaid are stated to be reasonable in all the circumstances it is also recognized that restrictions of the nature in question may fail for reasons unforeseen and
accordingly it is hereby declared and agreed that if any of such restrictions or the geographic or other scope thereof shall be adjudged to be void as going beyond what is reasonable in the circumstances for the protection of the interests of the
Company and its Affiliates but would be 


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valid if part of the wording thereof were deleted and/or the periods (if any) thereof reduced and/or geographic or other area dealt with thereby reduced in scope then said restrictions shall apply with such modifications as
may be necessary to make them valid and effective. 


          Nothing contained in this Section 11 shall limit in any manner any additional obligations to which Executive may be bound pursuant to any other agreement or any applicable law, rule or
regulation and Section 11 shall apply, subject to its terms, after employment has terminated for any reason. 


          12.      CONFIDENTIAL INFORMATION.


          The Executive covenants that he shall not, without the prior written consent of the Company, use for the Executive’s own benefit or the benefit of any other person or entity other than the
Company and its Affiliates or disclose to any person, other than an employee of the Company or other person to whom disclosure is necessary to the performance by the Executive of his duties in the employ of the Company, any confidential,
proprietary, secret, or privileged information about the Company or its Affiliates or their business or operations, including, but not limited to, information concerning trade secrets, know-how, software, data processing systems, policy language and
forms, inventions, designs, processes, formulae, notations, improvements, financial information, business plans, prospects, referral sources, lists of suppliers and customers, legal advice and other information with respect to the affairs, business,
clients, customers, agents or other business relationships of the Company or its Affiliates. Executive shall hold in a fiduciary capacity for the benefit of the Company all secret, confidential proprietary or privileged information or data relating
to the Company or any of its Affiliates or predecessor companies, and their respective businesses, which shall have been obtained by Executive during his employment, 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 and this Section 12 shall apply in accordance with its terms after employment has terminated for any reason. The Executive acknowledges and agrees that he shall have no authority to
waive any attorney-client or other privilege without the express prior written consent of the Compensation Committee as evidenced by the signature of the Company’s General Counsel. 


          13.      WITHHOLDING.


          Anything in this Agreement to the contrary notwithstanding, all payments required to be made by the Company hereunder to the Executive shall be subject to withholding of such amounts relating
to taxes as the Company may reasonably determine should be withheld pursuant to any applicable law or regulation. In lieu of withholding such amounts, in whole or in part, the Company 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.      SUBSIDIARY SERVICES AND GUARANTEE.


          (a) Each of Security Capital Assurance Ltd, XL Financial Assurance Ltd and SCA Holdings US Inc. (together, the
“Guarantors”) hereby agrees to be jointly and severally liable, together with the Company, for the performance of all obligations and duties, and the payment of all amounts, due to the Executive under this Agreement. 


          (b) All of the terms and provisions of this Agreement relating to the Executive’s employment by the Company shall
likewise apply mutatis mutandis to the Executive’s employment by any of its subsidiaries, it being understood that if the Executive’s employment with the Company is terminated, his employment with its subsidiaries shall also be terminated
and the Executive shall be required to resign immediately from all directorships and other positions held by the Executive in the Company and its subsidiaries or in any other entities in respect of which the Executive was acting as a representative
or designee of the Company or its subsidiaries in connection with his employment. 


          15.      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 and the Executive with respect thereto. 


          16.      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 right 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
under this Agreement may be assigned or transferred by the Company except that such rights or obligations may be assigned or transferred pursuant to a merger or consolidation or amalgamation or scheme of arrangement in which the Company is not the
continuing entity, or the sale or liquidation of all or substantially all of the assets of the Company, provided that the assignee or transferee is the successor to all or substantially all of the assets of the Company and such assignee or
transferee assumes by operation of law or in writing duly executed by the assignee or transferee all of the liabilities, obligations and duties of the Company, as contained in this Agreement, either contractually or as a matter of law. 


          17.      INDEMNIFICATION.


          The Executive shall be provided indemnification by the Company to the maximum extent permitted by applicable law and its charter documents. In addition, he shall be covered by a directors’
and officers’ liability policy with coverage for all directors and officers of the Company in an amount equal to at least US$30,000,000. Such directors’ and officers’ liability in-


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surance shall be maintained in effect for a period of six years following termination of the Executive’s employment. 


          18.      SETTLEMENT OF DISPUTES.


          (a)      Any dispute between the Parties arising from or relating to the terms of this Agreement or the Executive’s
employment with the Company or its Affiliates shall, except as provided in Section 18(b) or Section 18(c), be resolved by binding arbitration held in New York City in accordance with the rules of the American Arbitration Association. 


          (b)      Executive acknowledges that the Company and its Affiliates will suffer irreparable injury, not readily susceptible of
valuation in monetary damages, if Executive breaches his obligations under Section 11 or 12. Accordingly, Executive agrees that the Company and its Affiliates will be entitled, in addition to any other available remedies, to obtain injunctive relief
against any breach or prospective breach by Executive of his obligations under Section 11 or 12 in any Federal or state court sitting in the City and State of New York or court sitting in Bermuda or the United Kingdom, or, at the Company’s or
any Affiliate’s election, in any other jurisdiction in which Executive maintains his residence or his principal place of business. Executive hereby submits to the non-exclusive jurisdiction of all those courts for the purposes of any actions or
proceedings instituted by the Company or its Affiliates to obtain such injunctive relief, and Executive agrees that process in any or all of those actions or proceedings may be served by registered mail or delivery, addressed to the last address of
Executive known to the Company or its Affiliates, or in any other manner authorized by law. Executive further agrees that, in addition to any other remedies available to the Company or its Affiliates by operation of law or otherwise, because of any
breach by Executive of his obligations under Section 11 or 12 he will forfeit any and all bonus and rights to any payments to which he might otherwise then be entitled by virtue hereof and such payments may be suspended so long as any good faith
dispute with respect thereto is continuing; provided, however, that payments, benefits and other rights
and privileges of the Executive under this Agreement following termination of the Executive’s employment during a Post Change Period shall not be forfeited, suspended, offset, diminished or otherwise altered in any way on account of any breach
or prospective breach of Section 11, Section 12 or any other provision of this Agreement alleged by the Company. 


          (c)      Notwithstanding any other provision of this Agreement, the Executive may elect to resolve any dispute involving a
breach or alleged breach of this Agreement following termination of the Executive’s employment during a Post-Change Period in any Federal or State court sitting in the City and State of New York or court sitting in Bermuda or the United
Kingdom. The Company hereby submits to the non-exclusive jurisdiction of all those courts for the purposes of any such actions or proceedings instituted by the Executive, and the Company agrees that process in any or all of such actions or
proceedings may be served by registered mail or delivery, addressed to the Company as set forth in Section 22, or in any other manner authorized by law. The Company shall pay all costs associated with any court proceeding under this Section 18(c)
without regard to the outcome of such proceeding, including all legal fees and expenses of the Executive, who shall be reimbursed for all such costs promptly upon written demand therefore by the Executive. 


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          (d)      Each
Party shall bear its own costs incurred in connection with any proceeding under
Sections 18(a) or 18(b) hereof,  including all legal fees and expenses; provided, however,
that the Company shall bear all such costs of  the Executive (to the extent such
costs are reasonable) if the Executive substantially prevails in the proceeding.
The Executive shall be reimbursed by the Company for all such reasonable costs
promptly upon written demand therefor by the Executive  which is made within
a reasonable time following the proceeding and is supported by documentation
of such costs. 


          19.      HOUSING BENEFIT.


          The Executive shall be paid a monthly housing allowance by the Company equal to the amount set forth below. The amount will be paid on a monthly basis at the time the regular monthly payroll is
paid. The monthly payments will be US$11,000.00 per month. Notwithstanding the foregoing, payment of the housing allowance set forth herein will cease upon termination of the Executive’s employment with the Company and its Affiliates,
except that payment of the housing allowance will cease upon the expiration of three (3) months following termination of the Executive’s employment with the Company and its Affiliates in the event of the Executive’s termination pursuant to
Sections 8(a), (b) and (d) above (including the Company giving notice of nonrenewal under Section 2 above). If the Executive’s employment is terminated pursuant to Sections 8(a), (b) or (d) above (including by the Company giving notice of
nonrenewal under Section 2 above), the Executive will receive reimbursement of all reasonable and documented moving expenses in an amount not to exceed US$50,000. 


          20.      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. 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. Except as set
forth in Exhibit B, any waiver must be in writing and signed by the Executive or a duly authorized officer of the Company, as the case may be. 


          21.      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: 




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    Security Capital Assurance Ltd

    A.S. Cooper Building 

    26 Reid Street 

    Hamilton HM11, Bermuda

    

    Att’n: Executive Vice President and

               Chief Financial Officer 

  
    If to the Executive: 

    

    To the last address delivered to

    the Company by the Executive in

    the manner set forth herein. 





          22.      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. 


          23.      SURVIVORSHIP.


          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.



          24.      REFERENCE.


          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. 


          25.      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. 


          26.      SECTION 409A.


          It
is intended that this Agreement will comply with Section 409A of the United States
Internal Revenue Code of 1986, as amended (and any regulations and guidelines
issued thereunder) to the extent the Agreement is subject thereto, and the Agreement
shall be interpreted on a basis consistent with such intent. If an amendment
of the Agreement is necessary in order for it to comply with Section 409A, the
parties hereto will negotiate in good faith to amend


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the Agreement in a manner that preserves the original
intent of the parties to the extent reasonably possible.




          27.      HEADINGS.


          The heading 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.



          28.      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. 


	
SECURITY CAPITAL ASSURANCE LTD           
                    
                    
	 
	 
	
By: _        /s/ Tom Currie        
	 
	 	
	
Claude L. LeBlanc	
	 
	By: _        /s/ Claude
      L. LeBlanc        
	 
	 
	
GUARANTORS:	
	 
	 
	
SECURITY CAPITAL ASSURANCE LTD	
	 
	 
	
By:        /s/ Tom Currie       	
	 
	 
	
XL FINANCIAL ASSURANCE LTD	
	 
	 
	
By:       /s/ Tom Currie       
	 
	 
	
SCA HOLDINGS US INC.	
	 
	 
	
By:   /s/ Susan Comparato   





















EXHIBIT A


CHANGE IN CONTROL


          For purposes of this Agreement, “Change in Control” shall mean:


          (i)      the acquisition by any individual, entity or group (within the meaning of Section 13(d)(3) or 14(d)(2) of the Exchange Act (a “Person”), of beneficial ownership (within the meaning of Rule 13d-3 promulgated under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) of
30% or more of either (1) the then outstanding shares of common stock of the Company (the “Outstanding Company Common Stock”) or (2) the combined voting power of the then outstanding voting securities of the Company entitled to vote
generally in the election of directors (the “Outstanding Company Voting Securities”); provided, however, that the following acquisitions shall not constitute a Change in Control: (i) any acquisition by the Company or any of its Subsidiaries; (ii) any
acquisition by any employee benefit plan (or related trust) sponsored or maintained by the Company or any of its Subsidiaries; (iii) any acquisition by any corporation with respect to which, following such
acquisition, more than 60% of, respectively, the then outstanding shares of common stock of such corporation and the combined voting power of the then outstanding voting securities of such corporation entitled to vote generally in the election of
directors is then beneficially owned, directly or indirectly, by all or substantially all of the individuals and entities who were the beneficial owners, respectively, of the outstanding Company Common Stock and Outstanding Company Voting Securities
immediately prior to such acquisition in substantially the same proportions as their ownership, immediately prior to such acquisition, of the Outstanding Company Common Stock and Outstanding Company Voting Securities, as the case may be (unless a
Person’s ownership of the acquiring corporation results in that Person directly or indirectly owning 30% or more of the Outstanding Company Common Stock or Outstanding Company Voting Securities); or (iv) any acquisition by XL Capital Ltd or its
wholly-owned subsidiaries unless, at any time after the Effective Date and prior to such acquisition, XL Capital Ltd and its subsidiaries own less than 30% of the Outstanding Company Voting Securities; 


          (ii)     during any period of two consecutive years, individuals who, as of the beginning of such period, constitute the Board
(the “Incumbent Board”) cease for any reason to constitute at least a majority of the Board; provided, however, that any individual becoming a director subsequent to the beginning of such period whose election, or nomination for election by the Company's shareholders, was approved by a vote of at least a majority of the directors then
comprising the Incumbent Board shall be considered as though such individual were a member of the Incumbent Board, but excluding, for this purpose, any such individual whose initial assumption of office occurs as a result of either an actual or
threatened election contest (as such terms are used in Rule 14a-11 of Regulation 14A promulgated under the Exchange Act); 














          (iii)      consummation
of a reorganization, scheme of arrangement, merger, consolidation or similar
transaction (collectively,  a “Transaction”), in each case, with respect
to which all or substantially all of the individuals and entities who were the
beneficial owners, respectively, of the Outstanding Company Common Stock and
outstanding Company Voting Securities  immediately prior to such Transaction,
do not, following such Transaction, beneficially own, directly or indirectly,
more than 60% of, respectively, the then outstanding shares of common stock and
the combined voting power of the then outstanding  voting securities entitled
to vote generally in the election of directors, as the case may be, of the corporation
resulting from such Transaction in substantially the same proportions as their
ownership, immediately prior to such Transaction, of the  Outstanding Company
Common Stock and Outstanding Company Voting Securities, as the case may be; 


          (iv)      consummation
of a sale or other disposition of all or substantially all of the assets of the
Company, other than to a  corporation with respect to which following such sale
or other disposition, more than 60% of, respectively, the then outstanding shares
of common stock of such corporation and the combined voting power of the then
outstanding voting securities of  such corporation entitled to vote generally
in the election of directors is then beneficially owned, directly or indirectly,
by all or substantially all of the individuals and entities who were the beneficial
owners, respectively, of the outstanding  Company Common Stock and Outstanding
Company Voting Securities immediately prior to such sale or other disposition
in substantially the same proportions as their ownership, immediately prior to
such sale or other disposition, of the Outstanding  Company Common Stock and
Outstanding Company Voting Securities, as the case may be; or 


          (v)       approval by the shareholders of the Company of a complete liquidation or dissolution (or similar transaction) of the
Company. 


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EXHIBIT B


GOOD REASON


          For purposes of this Agreement, “Good Reason” shall mean any of the following, unless done with the prior
express written consent of the Executive: 


             (i)     (A)     The assignment to Executive of duties inconsistent with Executive’s position (including duties, responsibilities, status, titles or offices as set forth in Section 3 hereof); or
    (B) any elimination, diminution 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; and for purposes for this clause (i), the determination of whether there has been a reduction of duties or responsibilities or an assignment of duties inconsistent with the Executive’s position shall take into account the
    Executive’s duties, responsibilities and position with the ultimate parent of the parent/subsidiary group as a whole which includes the Company; 

             (ii)     The
    (A) reduction in Executive’s Base Salary from the level in effect immediately
    prior to the Change in Control, or (B) payment of an annual bonus in an amount
    less than the lesser  of (x) the most recent annual bonus paid prior to the Change
    in Control or (y) the greater of (I) the most recent target bonus, if any, established
    prior to the Change in Control or (II) the annual average bonus paid for the
    preceding three complete  years prior to the Change in Control (or such lesser
    number of complete years as the Executive shall have been employed by the Company); 

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

             (iv)    Any
    breach by the Company of any provision of this Agreement or any agreements entered
    into pursuant thereto that remains uncured for 20 calendar days following written
    notice of same by  the Executive; 

             (v)     Notwithstanding
    the provisions of Section 3(b) of this Agreement, requiring the Executive to
    be based at any office or location that is greater than 35 miles from the office
    or location at  which the Executive was principally located immediately prior
    to the Change in Control; 

             (vi)    During
    the Post Change Period, (A) the failure to continue in effect any compensation
    or incentive plan in which Executive participates immediately prior to the time
    of the Change in  Control unless an equitable arrangement (embodied in an ongoing
    substitute or alternative plan providing Executive with at least the same aggregate
    economic opportunity on an after-tax basis available to the Executive immediately
    prior to
  















  
    the Change in Control) 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 and coverage at least as favorable in
      the aggregate as those enjoyed by him under the Company’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 in Control; or    

             (vii)    The failure by the Company to pay within 7 calendar days of the due date any amounts due under any benefit or compensation plan, including any deferred compensation plan. 




Notwithstanding any provision in this Agreement to the contrary, the Executive must give written notice of his intention to terminate his employment for Good Reason within sixty (60) days after the act or omission which
constitutes Good Reason, and any failure to give such written notice within such period will result in a waiver by the Executive of his right to terminate for Good Reason as a result of such act or omission. 


-2-