Prepared and filed by St Ives Burrups





Exhibit 10.4

EMPLOYMENT AGREEMENT


This
    Employment Agreement (this “Agreement”)
  is entered into as of April 30, 2004 (the “Effective Date”) between
  Endurance Services Limited, an English company (the “Company”), and
  Steven W. Carlsen (the “Executive”).

   WHEREAS, it is deemed by the Company to be in
    the best interest of the Company to assure continuation of Executive’s
    employment;  


   WHEREAS, the Company and the Executive have
    determined to enter into this Agreement pursuant to which the Company will
    continue to employ the Executive on the terms and conditions set forth herein;
    and  


   WHEREAS, this Agreement replaces that certain
    Employment Agreement, dated as of January 1, 2003, between the Company and
    the Executive (the “Agreement”).  


   NOW, THEREFORE, in consideration of the premises
    and the mutual agreements contained herein, the Company and the Executive
    hereby agree as follows:  


   1. 
    Defined Terms.
    For purposes of this Agreement, the following
    terms shall have the meanings indicated
    below:  


   (a) “Business”
    shall mean any property or casualty coverages underwritten by Endurance Specialty
    Insurance Ltd. or any of its subsidiaries as an insurer or reinsurer during
    the Employment Period or the one-year period immediately preceding the commencement
    of the Employment Period.  


   (b) “Cause”
    for termination by the Company of the Executive’s employment shall mean
    (i) any intentional act of fraud, embezzlement or theft by the Executive in
    connection with his duties hereunder or in the course of his employment hereunder
    or the Executive’s admission or conviction of, or plea of nolo contendere
    to, a felony or of any crime involving moral turpitude, fraud, embezzlement,
    theft or misrepresentation; (ii) any gross negligence or willful misconduct
    of the Executive resulting in a loss to the Company or any of its subsidiaries,
    or damage to the reputation of the Company or any of its subsidiaries; (iii)
    any breach by the Executive of any one or more of the covenants contained
    in Section 11, 12 or 13 hereof; or (iv) any violation of any statutory or
    common law duty of loyalty to the Company or any of its subsidiaries. 
  


   (c)
    A “Change in Control” shall have
    the meaning ascribed to such term in the Stock Option Plan, as such meaning
    may be amended from time to time; provided, that any amendment adverse to
    the Executive shall not be binding upon him under this Agreement without his
    written consent. Notwithstanding the foregoing, a “Change in Control”
    shall not be deemed to have occurred by virtue of an initial public offering
    of the ordinary shares, par value $1.00 per share, of the Company. 
  

        (d) “Disability” shall
            be deemed the reason for the termination by the Company of the Executive’s
              employment, if, (i) as a result of the Executive’s incapacity
              due to physical or mental
              illness, fails to perform the essential functions of the Executive’s
              position required of the Executive hereunder for a continuous period
              of 120 days or any 360 days during the Employment Period Term,
              and (ii) the Company shall have given the Executive a Notice of
              Termination for Disability.


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(e) “Employment
    Period” shall mean the period (which in no event shall extend beyond
    the expiration of the Term and may end earlier pursuant to Section 3(b) hereof)
    during which Executive has an obligation to render services hereunder, as
    described in Section 4 hereof.


   (f)
    “Equity Incentive Awards” shall
    mean any equity incentive award granted by the Company to the Executive under
    the Stock Option Plan or any equity incentive plan of the Company operating
    as a successor thereto. 


   (g) “Good
    Reason” for termination by the Executive of the Executive’s employment
    shall mean a breach by the Company of any material provision of this Agreement
    which breach remains uncured for a period of 30 days following the Company’s
    receipt of notice of such breach by the Executive. The Executive’s right
    to terminate the Executive’s employment for Good Reason shall not be
    affected by the Executive’s incapacity due to physical or mental illness.
     


   (h)
    “Holdings” shall mean Endurance
    Specialty Holdings Ltd,, a Bermuda company.  


   (i)
    “Stock Option Plan” shall mean
    the Amended and Restated 2002 Stock Option Plan of Endurance Specialty Holdings
    Ltd., as it may be amended from time to time  

     2. Employment. The
          Company hereby agrees to employ the Executive and the Executive hereby
          agrees to be employed by the Company upon the terms and subject to
          the conditions contained in this Agreement. 

     3.  Term 


   (a)
    Duration of Term.
    Unless earlier terminated as provided in Section 3(b) hereof, the Executive’s
    employment with the Company under this Agreement shall commence at the Effective
    Date and shall end on December 17, 2006 (the “Term”). 
  


   (b)
    Termination of Employment during
    the Term. Nothing in this Section 3 shall limit
    the right of the Company or the Executive to terminate the Executive’s
    employment under this Agreement during the Term hereof on the terms and conditions
    set forth in Section 7 hereof. 


   4. Position
    and Duties. The
    Company shall employ the Executive during the Employment Period as its President.
    During the Employment Period, the Executive shall perform faithfully and loyally
    and to the best of the Executive’s abilities the duties assigned to the
    Executive from time to time by the Company. The Executive shall perform such
    duties in accordance with the policies and procedures adopted by the Company
    from time to time. The Executive shall devote his full business time, attention
    and effort to the affairs of the Company 
    and its subsidiaries and shall use his reasonable best efforts to promote
    the interests of the Company and its subsidiaries. Notwithstanding the foregoing,
    the Executive may engage in charitable, civic or community activities, provided
    that such activities do not interfere with the Executive’s duties hereunder
    or violate the terms of any of the covenants contained in Sections 11, 12
    or 13 hereof. 


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5. Place
      of Performance. The principal place of employment
      and office of the Executive shall be in White Plains, New York, or such
      other location as may be agreed to in writing by the Executive.

   6. 
    Compensation.
    (a) Base Salary. During
    the Employment Period, the Company
    shall pay to the Executive a base salary at rate no less than US $600,000
    per annum (“Base Salary”), payable in accordance with the Company’s
    executive payroll policy. 


   (b)
    Annual Bonus.
    The Executive shall be eligible to receive an annual incentive bonus payable
    in cash, Equity Incentive Awards or some combination thereof (“Annual
    Bonus”) with respect to each fiscal year which ends during the Employment
    Period and the fiscal year ending December 31, 2006. The Annual Bonus shall
    be based upon (i) the performance of the Company, (ii) the performance of
    the business unit or units of the Company for which the Executive is responsible
    and (iii) the Executive’s personal contribution to the success of the
    Company, each as determined by the Chief Executive Officer of Holdings in
    his sole discretion. The Annual Bonus shall not exceed 150% of the Executive’s
    Base Salary. Such Annual Bonus shall be paid after the end of the fiscal year
    at the same time as annual bonuses are paid to other executives. 


   (c)
    Other Benefits.
    During the Employment Period, the Executive shall be entitled to participate
    in (i) the Company’s medical and dental plans, (ii) a suitable pension
    arrangement in accordance with New York State and United States Federal law
    and (iii) any other employee benefit plans made generally available to
    executives of the Company (such benefits set forth in items (i), (ii) and
    (iii) hereof being hereinafter referred to as the “Employee Benefits”).
    The Executive shall be entitled to five weeks of paid vacation. The Executive
    also shall be entitled to take time off for illness in accordance with the
    Company’s policy for executives and to receive all other fringe benefits
    as are from time to time made generally available to executives of the Company.
     


   (d)
    Expense Reimbursement.
    During the Employment Period, the Company
    shall reimburse the Executive, in accordance
    with the Company’s policies and procedures, for all proper and reasonable
    expenses incurred by the Executive in the performance of the Executive’s
    duties hereunder. 

             7. Termination. The
                  Executive’s employment hereunder may be terminated, and
                  the Employment Period hereunder shall be ended, as follows:  


    (a) Death. The Executive’s
    employment shall terminate upon the Executive’s death. Upon such a termination,
    this Agreement shall automatically terminate and all rights of the Executive
    and the Executive’s heirs, executors and administrators to compensation
    and other benefits under this Agreement shall cease immediately, except that
    the Executive’s heirs,  executors or administrators,
    as the case may be, shall become entitled
    to the payments and benefits provided in Section
    8(b) hereof in accordance with the terms of such Section.  



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(c) Disability.
      The Company may terminate the Executive’s employment hereunder for
      Disability. Upon such a termination, the Executive shall become entitled
      to the payments and benefits provided in Section 8(b) hereof in accordance
      with the terms of such Section.

   (d)
    Cause.
    The Company may terminate the Executive’s employment hereunder for Cause.
    Upon such a termination, the Executive shall become entitled to the payments
    and benefits provided in Section 8(a) hereof in accordance with the terms
    of such Section.  


   (e)
    Without Cause.
    The Company may terminate the Executive’s employment hereunder without
    Cause. Upon such a termination, the Executive shall become entitled to the
    payments and benefits provided in Section 8(b) hereof in accordance with the
    terms of such Section.  




	 
        (f)  Termination
        by the Executive. 
         

	 	 
	(i) 
        The Executive may terminate the Executive’s
        employment hereunder for Good Reason. Upon a Good Reason termination,
        the Executive shall become entitled to the payments and benefits provided
        in Section 8(b) hereof in accordance with the terms of such Section.

	 	 
	
        (ii)  The
        Executive may terminate the Executive’s employment hereunder without
        Good Reason, upon giving notice of thirty (30) days to the Company. In
        the event of such a termination, the Executive shall comply with any reasonable
        request of the Company to assist in providing for an orderly transition
        of authority, but such assistance shall not delay the Executive’s
        termination of employment longer than sixty (60) days beyond the submission
        by the Executive of a Notice of Termination. Upon such a termination,
        the Executive shall become entitled to the payments and benefits provided
        in Section 8(a) hereof in accordance with the terms of such Section. 
      

	 	 



(g) Notice of
        Termination. Any purported termination
        of the Executive’s employment (other than termination pursuant to
        Section 7(a) hereof) shall be communicated by written Notice of Termination
        to the other party hereto in accordance with Section 19 hereof. For purposes
        of this Agreement, a “Notice of Termination” shall mean a
        notice that shall indicate the specific termination provision in this
        Agreement relied upon and shall set forth in reasonable detail the facts
        and circumstances claimed to provide a basis for termination of the Executive’s
        employment under the provision so indicated.

  (h) Date
            of Termination. For purposes of this
            Agreement, “Date of Termination” shall
            mean the following: (i) if the Executive’s employment is terminated
            by the Executive’s death, the date of the Executive’s death;
            (ii) if the Executive’s employment is terminated for Disability
            pursuant to Section 7(b) hereof, thirty (30) days after the Notice
            of Termination is given (provided that the Executive shall not have
            returned to the full-time performance of the Executive’s duties
            during such thirty (30) day period); (iii) if the Executive’s employment
            is terminated for Cause pursuant to Section 7(c) hereof, the date
            specified in the Notice of Termination; (iv) if the Executive’s
            employment is terminated by the Executive without Good Reason pursuant
            to Section 7(e)(ii) hereof, the date determined in accordance with
            said Section; and (v) if the Executive’s employment is terminated
            for any other reason, the date specified in the Notice of Termination
            (which, in the case of a termination by the Company, shall not be
            less than thirty (30) days and, in the case of a termination by the
            Executive, shall not be less than fifteen (15) days nor more than
            sixty (60) days, respectively, from the date such Notice of Termination
            is given). 



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8.  Compensation
        Upon Termination of Employment.

  (a) Termination
            by the Company with Cause or by the Executive without Good Reason.
          If the Executive’s employment hereunder is terminated by the Company
          with Cause or by the Executive without Good Reason, then all obligations
          of the Company hereunder shall cease, except that the Executive shall
          be entitled to (i) accrued Base Salary through and including the Date
          of Termination, (ii) reimbursement for any expenses which are properly
          incurred by the Executive prior to the Date of Termination, but for
          which the Executive has not yet been reimbursed by the Company (“Unreimbursed
          Expenses”), (iii) a cash payment equal to the pro rata portion
          of the Executive’s Base Salary for any vacation days accrued and
          unused in the calendar year in which the Date of Termination occurs
          (“Accrued Vacation”) and (iv) the Employee Benefits to which
          the Executive was entitled as of the Date of Termination in accordance
          with the terms of the plans and programs of the Company under which
          such Employee Benefits are provided. The vesting, ability to exercise
          and termination of the Executive’s
          Equity Incentive Awards shall be determined in accordance with the
          terms of the Stock Option Plan and the incentive award agreements governing
          such Equity Incentive Awards. The Company shall have no additional
          obligations to the Executive under this Agreement except to the extent
          provided in this Section 8(a) and Section 17 hereof. 

   


   (b) Termination
    by the Company without Cause, by Death, for Disability or
    by the Executive with Good Reason. If the Executive’s employment
    hereunder is terminated by the Company without Cause, by the Executive’s
    Death, by the Company for Disability or by the Executive with Good Reason,
    then: 



	 	 
	 
        (i) the
        Company shall pay the Executive’s Base Salary to the Executive through
        the Date of Termination at the rate in effect immediately prior to the
        Date of Termination, together with all compensation and benefits to which
        the Executive was entitled through the Date of Termination under the terms
        of the Company’s compensation and benefit plans, programs or arrangements
        as in effect immediately prior to the Date of Termination;  

	 	 
	
        (ii) the
        Company shall pay or deliver to the Executive any Annual Bonus which has
        been allocated or awarded (but not yet paid or delivered) to the Executive
        for a completed fiscal year preceding the Date of Termination under any
        Annual Bonus plan;  

	 	 
	
        (iii) in
        lieu of any severance benefit otherwise payable to the Executive, the
        Company shall continue to pay the Executive (or his heirs, executors or
        administrators) his Base Salary as in effect immediately prior to the
        Date of Termination, in accordance  with
        the Company’s executive payroll policy, through December 17, 2006
        (the  “Severance Period”
        ); provided, however, that (I) in the event the Date of Termination follows
        a Change in Control, the payments requirement to be made to the Executive
        under this Section 8(b)(iii) shall be made in one lump sum as soon as
        practicable following the Date of Termination and (II) in the event of
        a Change in Control during the Severance Period, any amounts to which
        the Executive is entitled under this Section 8(b)(iii) which remain unpaid
        as of the date of such Change in Control shall be paid to the Executive
        in one lump sum as soon as practicable following the date of such Change
        in Control;   

	 	 


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        (iv)  during
        the Severance Period, the Company shall arrange to provide the Executive
        and his eligible dependents Employee Benefits similar to those provided
        to the Executive and his eligible dependents immediately prior to the
        Date of Termination; provided, however, that, benefits otherwise receivable
        pursuant to this Section 8(b)(iv) shall be reduced to the extent benefits
        of the same type are received by or made available to Executive during
        the Severance Period (and any such benefits received by or made available
        to the Executive shall be reported to the Company by the Executive); 
      

	 	

	
        (v)  the
        vesting, ability to exercise and termination of the Executive’s Equity
        Incentive Awards shall be determined in accordance with the terms of the
        Stock Option Plan and the incentive award agreements governing such Equity
        Incentive Awards;  

	 	

	
        (vi)  the
        Company shall make a cash payment to the Executive for (x) Unreimbursed
        Expenses and (y) Accrued Vacation; and  

	 	

	
        (vii)  the
        Company shall have no additional obligations to the Executive under this
        Agreement except to the extent provided in Section 17 hereof. 
      

	 	 



(c) General.
      Amounts which are vested benefits or which the Executive is otherwise entitled
      to receive under any plan, policy, practice or program of or any contract
      or agreement with the Company or its subsidiaries at or subsequent to the
      Date of Termination shall be payable in accordance with such plan, policy,
      practice or program or contract or agreement except as explicitly modified
      by this Agreement. The Executive must (i) return all Company property in
      the possession of the Executive and (ii) execute the General Release attached
      hereto as Exhibit A in order to receive any of the payments or benefits
      set forth in this Section 8.

     9.  No
              Mitigation; Limited Offset. The
              Company agrees that, if the Executive’s
              employment with the Company terminates during the Term, then, except
              as may be required by applicable law, the Executive is not required
              to seek other employment or to attempt in any way to reduce any
              amounts payable to the Executive by the Company pursuant to Section
              8 hereof. However, such amounts shall be reduced by the amount
              of salary, bonus or other compensation which the Executive earns
              from a subsequent employer that relates to the period for which
              the amount is payable to the Executive hereunder. The Executive
              shall promptly notify the Company of his acceptance of employment
              with another employer during the Severance Period.  


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10. Tax
      Withholding. The
      Company shall deduct from the amounts payable to the Executive pursuant
      to this Agreement the amount of taxes that the Company is required to withhold
      pursuant to applicable laws, rules and regulations.

   11.
    Noncompetition; Nonsolicitation.
    (a) General. The
    Executive acknowledges that in the course
    of the Executive’s employment with the Company the Executive will become
    familiar with trade secrets and other confidential information concerning
    Holdings and its subsidiaries and that the Executive’s services will
    be of special, unique and extraordinary value to Holdings and its subsidiaries.
     


   (b)
    Noncompetition.
    The Executive agrees that during the Employment Period the Executive shall
    not in any manner, directly or indirectly, through any person, firm or corporation,
    alone or as a member of a partnership or as an officer, director, stockholder,
    investor or employee of or consultant to any other corporation or enterprise
    or otherwise, engage or be engaged, or assist any other person, firm, corporation
    or enterprise in engaging or being engaged, in the Business in any geographic
    area in which Holdings or any of its subsidiaries is then conducting such
    Business. 


   (c)
    Nonsolicitation.
    The Executive further agrees that during the Employment Period and for a period
    of one year thereafter the Executive shall not (i) in any manner, directly
    or indirectly, induce or attempt to induce any employee of the Company or
    any of its subsidiaries to terminate or abandon his or her employment for
    any purpose whatsoever or (ii) in connection with the Business, call on, service,
    solicit or otherwise do business with any customer of Holdings or any of its
    subsidiaries.  


   (d)
    Exceptions.
    Nothing in this Section 11 shall prohibit the Executive from being (i) a stockholder
    in a mutual fund or a diversified investment company or (ii) an owner of not
    more than two percent of the outstanding stock of any class of a corporation,
    any securities of which are publicly traded, so long as the Executive has
    no active participation in the business of such corporation. 
  


   (e)
    Reformation.
    If, at any time of enforcement of this Section 11, a court or an arbitrator
    holds that the restrictions stated herein are unreasonable and/or unenforceable
    under circumstances then existing, the parties hereto agree that the maximum
    period, scope or geographical area reasonable and/or enforceable under such
    circumstances shall be substituted for the stated period, scope or area and
    that the court or arbitrator shall be allowed to revise the restrictions contained
    herein to cover the maximum period, scope and area permitted by law. This
    Agreement shall not authorize a court or arbitrator to increase or broaden
    any of the restrictions in this Section 11.  


   12.
    Confidentiality.
    The Executive shall not, at any time during
    the Employment Period or thereafter, make use of or disclose, directly or
    indirectly, any (i) trade secret or other confidential or secret information
    of Holdings or of any of its subsidiaries or (ii) other technical, business,
    proprietary or financial information of Holdings or of any of its subsidiaries
    not available to the public generally or to the competitors of Holdings or
    to the competitors of any of its subsidiaries (“Confidential Information”),
    except to the extent that such Confidential Information (a) becomes a matter
    of public record or is published in a newspaper,  magazine
    or other periodical or on electronic or other media available to the general
    public, other than as a result of any act or omission of the Executive, (b)
    is required to be disclosed by any law, regulation or order of any court or
    regulatory commission, department or agency, provided that the Executive gives
    prompt notice of such requirement to the Company to enable the Company or
    one of its affiliates to seek an appropriate protective order, or (c) is required
    to be used or disclosed by the Executive to perform properly the Executive’s
    duties under this Agreement. Promptly following the termination of the Executive’s
    employment with the  Company, the Executive
    shall surrender to the Company all records, memoranda, notes, plans, reports,
    computer tapes and software and other documents and data which constitute
    Confidential Information which the Executive may then possess or have under
    the Executive’s control (together with all copies thereof).  


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13. Inventions. The
    Executive hereby assigns to the Company the Executive’s entire right, title
          and interest in and to all discoveries and improvements, patentable
          or otherwise, trade secrets and ideas, writings and copyrightable material,
          which may be conceived by the Executive or developed or acquired by
          the Executive during the Employment Period, which may pertain directly
          or indirectly to the business of Holdings or any of its subsidiaries.
          The Executive agrees to disclose fully all such developments to the
          Company upon its request, which disclosure shall be made in writing
          promptly following any such request. The Executive shall, upon the
          Company’s request, execute, acknowledge and deliver to the Company
          all instruments and do all other acts which are necessary or desirable
          to enable the Company or any of its affiliates to file and prosecute
          applications for, and to acquire, maintain and enforce, all patents,
          trademarks and copyrights in all countries.

     14. Enforcement. The
          parties hereto agree that the Company and its affiliates would be damaged
          irreparably in the event that any provision of Sections 11, 12 or 13
          of this Agreement was not performed in accordance with its terms or
          was otherwise breached and that money damages would be an inadequate
          remedy for any such nonperformance or breach. Accordingly, the Company and its successors
          and permitted assigns shall be entitled, in addition to other rights
          and remedies existing in their favor, to an injunction or injunctions
          to prevent any breach or threatened breach of any of such provisions
          and to enforce such provisions specifically (without posting a bond
          or other security). The Executive agrees that the Executive will submit
          to the personal jurisdiction of the courts of the State of New York
          in any action by the Company to enforce an arbitration award against
          the Executive or to obtain interim injunctive or other relief pending
          an arbitration decision.  

     15. Representations. The
          Executive represents and warrants to the Company that (a) the execution,
          delivery and performance of this Agreement by the Executive does not
          and will not conflict with, breach, violate or cause a default under
          any contract, agreement, instrument, order, judgment or decree to which
          the Executive is a party or by which the Executive is bound, (b) the
          Executive is not a party to or bound by any employment agreement, noncompetition
          agreement or confidentiality agreement with any other person or entity
          and (c) upon the execution and delivery of this Agreement by the Company,
          this Agreement shall be the valid and binding obligation of the Executive,
          enforceable in accordance with its terms.  


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16. Survival. Sections
    11, 12, 13 and 14 of this Agreement shall survive and continue in full force
    and effect in accordance with their respective terms, notwithstanding any
    termination of the Employment Period.

   17. Arbitration. Except
          as otherwise set forth in Section 14 hereof, any dispute or controversy
          between the Company and the Executive, whether arising out of or relating
          to this Agreement, the breach of this Agreement, or otherwise, shall
          be settled by arbitration in New York, New York administered by the
          American Arbitration Association, with any such dispute or controversy
          arising under this Agreement being so administered in accordance with
          its Commercial Rules then in effect, and judgment on the award rendered
          by the arbitrator may be entered in any court having jurisdiction thereof.
          The arbitrator shall have the authority to award any remedy or relief
          that a court of competent jurisdiction could order or grant, including,
          without limitation, the issuance of an injunction. However, either
          party may, without inconsistency with this arbitration provision, apply
          to any court having jurisdiction over such dispute or controversy and
          seek interim provisional, injunctive or other equitable relief until
          the arbitration award is rendered or the controversy is otherwise resolved.
          Except as necessary in court proceedings to enforce this arbitration
          provision or an award rendered hereunder, or to obtain interim relief,
          neither a party nor an arbitrator may disclose the existence, content
          or results of any arbitration hereunder without the prior written consent
          of the Company and the Executive. 

     18. Indemnification.  With
          respect to any claim, loss, damage or expense (including attorneys’ fees)
          arising from the performance by the Executive of his duties as an officer
          or director of the Company, the Executive shall be entitled to indemnification
          by the Company to the fullest extent permitted by law and to reimbursement
          under any directors’ and officers’ liability insurance of
          the Company that may be in effect from time to time.  

     19.  Notices. All
          notices and other communications required or permitted hereunder shall
          be in writing and shall be deemed given when (a) delivered personally
          or by overnight courier to the following address of the other party
          hereto (or such other address for such party as shall be specified
          by notice given pursuant to this Section) or (b) sent by facsimile
          to the following facsimile number of the other party hereto (or such
          other facsimile number for such party as shall be specified by notice
          given pursuant to this Section), with the confirmatory copy delivered
          by overnight courier to the address of such party pursuant to this
          Section 14:  


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  	If to the Company, to: 
      
	 
	 	 Endurance Services Limited 

        333 Westchester Avenue 

        White Plains, NY 10604 

        Attention: Counsel  
	 	 
	 with a copy to:  
	 	 
	 	 Endurance Specialty Holdings Ltd. 

        Wellesley House

        90 Pitts Bay Road 

        Pembroke HM 08, Bermuda 

        Attention: General Counsel 

        Facsimile: (441) 278-0401 
	 	 






If to the Executive, to the residence address or
  residence facsimile number of the Executive set forth in the records of the
  Company.

   20. Severability. Whenever
          possible, each provision of this Agreement shall be interpreted in
          such manner as to be effective and valid under applicable law, but
          if any provision of this Agreement is held to be invalid, illegal or
          unenforceable in any respect under applicable law or rule in any jurisdiction,
          such invalidity, illegality or unenforceability shall not affect the
          validity, legality or enforceability of any other provision of this
          Agreement or the validity, legality or enforceability of such provision
          in any other jurisdiction, but this Agreement shall be reformed, construed
          and enforced in such jurisdiction as if such invalid, illegal or unenforceable
          provision had never been contained herein.  

     21. Entire
              Agreement. This
              Agreement, including Exhibits A and B hereto, constitutes the entire
              agreement and understanding between the parties with respect to
              the subject matter hereof and supersedes and preempts any prior
              understandings, agreements (including any employment agreements)
              or representations by or between the parties, written or oral,
              which may have related in any manner to the subject matter hereof.
              Any employment agreement entered into between the Company and the
              Executive prior to the date of this Agreement shall be of no further
              force or effect.  


   22.
    Successors and Assigns.
    This Agreement shall be enforceable by
    the Executive and the Executive’s
    heirs, executors, administrators and legal representatives, and by the Company
    and its successors and assigns. In the event that following the termination
    of the Executive’s employment the Executive shall die at a time when
    the Executive is entitled to the continuation of any payments or benefits
    hereunder, such payments or benefits shall continue to be provided to the
    Executive’s heirs, executors, administrators or legal representatives.
    

     23. Governing
              Law. This
              Agreement shall be governed by and construed and enforced in accordance
              with the internal laws of the State of New York, without regard
              to principles of conflict of laws. 
 

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24. Amendment
        and Waiver. The provisions of this Agreement
                  may be amended or waived only by the
                  written agreement of the Company and the Executive, and no
                  course of conduct or failure or delay in enforcing the provisions
                  of this Agreement shall affect the validity, binding effect
                  or enforceability of this Agreement. 
   25. Counterparts. This
                  Agreement may be executed in two counterparts, each of which
                  shall be deemed to be an original and both of which together
                  shall constitute one and the same instrument.  


   IN WITNESS WHEREOF, the parties hereto have
    executed this Agreement as of the date first written above.  


	 	 Endurance Services Limited 
    
	 	 
	 	 By: /s/ Kenneth J.
      LeStrange                              
       
	 	 Title: Chairman                                                      
    
	 	 
	 	                     /s/
          Steven W. Carlsen                      

                                 Steve
    W. Carlsen    


 

11 








 EXHIBIT A 

 GENERAL RELEASE


This
    General Release is executed by Steven W. Carlsen (the “Executive”).

   WHEREAS, the Executive’s employment with
    Endurance Services Limited, an English company (the “Company”) is
    terminating; 


   WHEREAS, the Executive has had 21 days to consider
    the form of this General Release;  


   WHEREAS, the Company advised the Executive in
    writing to consult with an attorney before signing this General Release; 
  


   WHEREAS, the Executive acknowledges that the
    amounts to be paid and the benefits to be provided to the Executive pursuant
    to Section 8 of the employment agreement, dated as of April 30, 2004, between
    the Company and the Executive (the “Employment Agreement”), are
    in consideration of, and are sufficient to support, the general release set
    forth in Section 2 of this General Release; and 


   WHEREAS, the Executive understands that the
    Company regards the representations and covenants by the Executive in this
    General Release as material and that the Company is relying on such representations
    and covenants in paying the Executive the amount set forth in Section 8 of
    the Employment Agreement and in providing the Executive the benefits set forth
    in Section 8 of the Employment Agreement.  


   THE EXECUTIVE THEREFORE AGREES AS FOLLOWS: 
  


   1. Payments.
    The Executive’s employment with the Company shall terminate on [ ], and
    the Executive shall receive a certain amount pursuant to Section 8 of the
    Employment Agreement and certain benefits pursuant to Section 8 of the Employment
    Agreement in accordance with the terms and subject to the conditions thereof.
     


   2. General
    Release. (a) General. The Executive,
    on behalf of the Executive and anyone claiming through the Executive, hereby
    agrees not to sue the Company or any division, subsidiary, affiliate or other
    related entity of the Company (whether or not such entity is wholly owned)
    or any of the past, present or future directors, officers, administrators,
    trustees, fiduciaries, employees, agents, attorneys or shareholders of the
    Company or any of such other entities, or the predecessors, successors or
    assigns of any of them (hereinafter referred to as the “Released Parties”),
    and agrees to release and discharge, fully, finally and forever, the Released
    Parties from any and all claims, causes of action, lawsuits, liabilities,
    debts, accounts, covenants, contracts, controversies, agreements, promises,
    sums of money, damages, judgments and demands of any nature whatsoever, in
    law or in equity, both known and unknown, asserted or not asserted, foreseen
    or unforeseen, which the Executive ever had or may presently have against
    any of the Released Parties arising from the beginning of time up to and including
    the effective date of this General Release, including, without limitation,
    all matters in any way related to the  Executive’s
    employment by the Company or any of its affiliates, the terms and conditions
    thereof, any failure to promote the Executive and the termination or cessation
    of the Executive’s employment with the Company or any of its affiliates,
    and including, without limitation, any and all claims arising under the Civil
    Rights Act of 1964, the Civil Rights Act of 1991, the Civil Rights Act of
    1866, the Age Discrimination in Employment Act, the Older Workers’ Benefit
    Protection Act, the Family and Medical Leave Act, the Americans With Disabilities
    Act or the Employee Retirement Income Security Act of 1974, each enacted in
    the United States and as may be amended from time to time, or any other United
    States or foreign statute, regulation, ordinance or order, or pursuant to
    any common law doctrine; provided, however, that nothing contained
    in this General Release shall apply to, or release the Company from, any obligation
    of the Company contained in the Employment Agreement or this General Release.
    The consideration payable to the Executive pursuant to Section 8 of the Employment
    Agreement is accepted by the Executive as being in full accord, satisfaction,
    compromise and settlement of any and all claims or potential claims, and the
    Executive expressly agrees that, except for the amount payable to the Executive
    under Section 8 of the Employment Agreement, the benefits to be provided to
    the Executive under Section 8 of the Employment Agreement and as provided
    in Section 2(b) of this General Release, (i) the Executive is not entitled
    to, and shall not receive, any further recovery of any kind from the Company
    or any of the other Released Parties and (ii) in the event of any further
    proceedings whatsoever based upon any matter released herein, neither the
    Company nor any of the other Released Parties shall have any further monetary
    or other obligation of any kind to the Executive, including any obligation
    for any costs, expenses or attorneys’ fees incurred by or on behalf of
    the Executive. The Executive agrees that the 
    Executive has no present or future right to employment with the Company or
    any of the other Released Parties.  


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(b) Unenforceability.
      In the event that the general release set forth in Section 2(a) of this
      General Release is found by an arbitrator or other appropriate decisionmaker
      to be unenforceable and the Executive subsequently obtains a monetary award
      payable by the Company or any of the other Released Parties, the arbitrator
      or other decisionmaker shall have the authority to reduce such monetary
      award by the lesser of (i) the General Release Consideration and (ii) the
      amount of the monetary award.

   (c)
    Representations.
    The Executive expressly represents and warrants that the Executive is the
    sole owner of the actual and alleged claims, demands, rights, causes of action
    and other matters that are released herein; that the same have not been transferred
    or assigned or caused to be transferred or assigned to any other person, firm,
    corporation or other legal entity; and that the Executive has the full right
    and power to grant, execute and deliver the general release, undertakings
    and agreements contained herein.  


   3. 
    ACKNOWLEDGMENT BY EXECUTIVE.
    BY EXECUTING THIS GENERAL
    RELEASE, THE EXECUTIVE EXPRESSLY ACKNOWLEDGES THAT THE EXECUTIVE HAS READ
    THIS GENERAL RELEASE CAREFULLY, THAT THE  EXECUTIVE
    FULLY UNDERSTANDS ITS TERMS AND CONDITIONS, THAT THE EXECUTIVE HAS BEEN ADVISED
    TO CONSULT WITH AN ATTORNEY PRIOR TO EXECUTING THIS GENERAL RELEASE, THAT
    THE EXECUTIVE HAS BEEN ADVISED THAT THE EXECUTIVE HAS 21 DAYS WITHIN
    WHICH TO DECIDE WHETHER OR NOT TO EXECUTE THIS GENERAL RELEASE AND THAT THE
    EXECUTIVE INTENDS  TO BE LEGALLY BOUND
    BY IT. DURING A PERIOD OF SEVEN DAYS FOLLOWING THE DATE OF THE EXECUTIVE’S
    EXECUTION OF THIS GENERAL RELEASE, THE EXECUTIVE SHALL HAVE THE RIGHT TO REVOKE
    THIS GENERAL RELEASE BY SERVING WITHIN SUCH PERIOD WRITTEN NOTICE OF REVOCATION.
     

  

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4. Entire
        Agreement. The Employment Agreement and
        this General Release constitute the entire understanding between the
        parties. The Executive has not relied on any oral statements that are
        not included in the Employment Agreement or this General Release.


   5. Severability.
    If any provision of this General Release shall be held invalid or unenforceable,
    such invalidity or unenforceability shall not affect any other provision hereof,
    and this General Release shall be construed and enforced as if such provision
    had not been included herein.  


   6. Governing
    Law. This General Release shall be construed,
    interpreted and applied in accordance with the internal laws of the State
    of New York without regard to the principles of conflicts of laws. 



	Date: _____________________________________	 	 ____________________________________________
	 	 	Steven W. Carlsen 



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