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                                                                   EXHIBIT 10.19
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                               SECOND AMENDMENT
                                    TO THE
                          LASALLE RE HOLDINGS LIMITED
                         EMPLOYEE STOCK PURCHASE PLAN
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     WHEREAS, LaSalle Re Holdings Limited (the "Company") maintains the LaSalle
Re Holdings Limited Employee Stock Purchase Plan (the "Plan");

     WHEREAS, the Plan provides that the Board of Directors of the Company (the
"Board") may amend the Plan at any time; and

     WHEREAS, the Board has determined that it is desirable and in the best
interests of the Company to amend the Plan;

     NOW, THEREFORE, BE IT RESOLVED, that the Plan be and is hereby amended in
the following particulars, effective September 25, 1998:

     1.   By substituting the following for subsection 1.1:

               "1.1.   Purpose.  The LaSalle Re Holdings Limited Employee Stock
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     Purchase Plan (the 'Plan') has been established by LaSalle Re Holdings
     Limited (the 'Company') to provide Eligible Associates of the Company and
     the Related Companies and Directors of the Company with an opportunity to
     acquire a proprietary interest in the Company through the purchase of
     common shares of the Company ('Stock')."

     2.   By substituting the following for subsection 2.1:

               "2.1.   Eligibility.  Plan participation shall be available to
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     (and shall be limited to): (a) any person who is an Eligible Associate and
     who has completed one continuous year as an Eligible Associate, and (b) any
     person who is a Director.  Notwithstanding the foregoing provisions of this
     subsection 2.1, an individual described in clause (a) immediately above may
     participate in the Plan for any calendar year only if he is an Eligible
     Associate on the first day of that year; provided, however, that for the
     Subscription Periods (as defined below) beginning on July 1, 1996 and
     October 1, 1996, an individual may participate in the Plan for such
     Subscription Period if he is an Eligible Associate on the first day of that
     period; and an individual described in clause (b) immediately above may
     participate in the Plan for any Subscription Period only if he is a
     Director on the date on which he makes payment to the Company for the
     purchase of Stock
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     pursuant to paragraph 2.2(c) and he continues as Director from such date
     continuously through the last day of such Subscription Period."

     3.   By adding the following new paragraph (c) to subsection 2.2 as a part
          thereof:

          "(c) A Director may elect to purchase Stock during a Subscription
               Period and by such election become a Participant for such
               Subscription Period by filing with the Committee, at such time
               and in such form as required by the Committee, but in any case
               not later than the Price Date applicable to such Subscription
               Period, a written election specifying the dollar amount to be
               used to purchase Stock, subject to the limitations of subsection
               2.4, accompanied by a cash payment equal to such amount."

     4.   By substituting the following for subsection 2.4:

               "2.4  Purchase of Stock.  With respect to each Subscription
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     Period, a Participant shall be deemed to purchase the number of whole
     shares of Stock as his accumulated payroll deductions for the Subscription
     Period will purchase, or with respect to a Participant who is a Director,
     the number of whole shares of Stock as his payment made pursuant to
     subsection 2.2(c) will purchase, subject to the following:

          (a)  The purchase price per share shall be equal to 85% of the Fair
               Market Value of Stock on the Price Date; provided, however, that
               in no event shall such price per share be less than the par value
               of the Stock.

          (b)  A Participant shall be deemed to have purchased the shares of
               Stock on the third business day following the applicable Price
               Date (the 'Purchase Date').

          (c)  Any accumulated payroll deductions of a Participant or payments
               made by a Director that are not used to purchase full shares of
               Stock under the Plan shall be held and applied toward the
               purchase of Stock in the next following Subscription Period.
               Notwithstanding the foregoing, the Participant may request that
               such amount be paid to the Participant by filing a written
               application with the Committee in such form and at such time as
               the Committee may require, in which case such amount shall be
               paid to the Participant without interest as soon as practicable
               following the Committee's receipt of the request.

          (d)  No Participant shall have the right to purchase more than $25,000
               in value of Stock under the Plan (and any other employee stock
               purchase plan maintained by the Company or any Related Company)
               through payroll deductions of salary pursuant to paragraph 2.2(a)
               in any calendar year

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          ($12,500 for the period beginning July 1, 1996 and ending December 31,
          1996), such value being based on the Fair Market Value of Stock (as
          adjusted pursuant to paragraph 2.4(a)) as of the Price Date
          immediately preceding the Purchase Date on which the Participant is
          deemed to purchase Stock under the terms of the Plan, as such terms
          are defined for purposes of paragraph 2.2(a).

          (e)  No Participant shall have the right to purchase more than an
               amount equal to 25% of the Participant's bonus payment in value
               of Stock under the Plan (and any other employee stock purchase
               plan maintained by the Company or any Related Company) through
               payroll deduction pursuant to paragraph 2.2(b) in any calendar
               year, such value being based on the Fair Market Value of Stock
               (as adjusted pursuant to paragraph 2.4(a)) as of the Price Date
               immediately preceding the Purchase Date on which the Participant
               is deemed to purchase Stock under the terms of the Plan, as such
               terms are defined for purposes of paragraph 2.2(b).

          (f)  No Participant who is a Director shall have the right to purchase
               more than $25,000 in value of Stock under the Plan (and any other
               stock purchase plan maintained by the Company or any Related
               Company) through payment made pursuant to paragraph 2.2(c) in any
               calendar year, such value being based on the Fair Market Value of
               Stock (as adjusted pursuant to paragraph 2.4(a)) as of the Price
               Date immediately preceding the Purchase Date on which the
               Participant is deemed to purchase Stock under the terms of the
               Plan, as such terms are defined for purposes of paragraph
               2.2(c)."

     5.   By substituting the following for subsection 2.5:

          "2.5    Termination of Participation.  A Participant who is an
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          Eligible Associate may discontinue his participation in the Plan for
          any Subscription Period, by notifying the Committee of such
          discontinuance in writing, in such form and at such time as the
          Committee may require.  Upon any such discontinuance, no further
          payroll deductions under the Plan will be made from the Participant's
          pay or bonus payments for that calendar year, and all of the
          Participant's payroll deductions for the Subscription Period in which
          he or she discontinues participation will be used to purchase Stock
          for that Subscription Period in accordance with the requirements of
          subsection 2.4.  A Participant who has discontinued participation in
          the Plan in accordance with the foregoing provisions of this
          subsection 2.5 during a calendar year may not again participate in the
          Plan until the next following calendar year, by filing a written
          payroll deduction authorization with the Committee in accordance with
          the requirements of subsection 2.2; provided, that he will be eligible
          to participate during the next such calendar year only if he is an
          Eligible Associate on the first day of such

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          calendar year.  If a Participant's Date of Termination occurs during a
          Subscription Period for any reason, all payroll deductions accumulated
          by the Participant under the Plan and all payments made by a
          Participant who is a Director for the period that have not then been
          applied to the purchase of Stock shall be paid to the Participant
          without interest."

     6.   By substituting the following for paragraph (a) of subsection 3.4:

          "(a) Except as set forth herein, Stock sold to Participants may not
               be sold, assigned, transferred, pledged or otherwise encumbered,
               except as hereinafter provided, for a period of one year after
               the Purchase Date on which such shares were purchased (the
               'Restricted Period').  Except for such restrictions, the
               Participant as owner of such shares shall have all the rights of
               a shareholder, including but not limited to the right to vote
               such shares and the right to receive all dividends paid on such
               shares."

     7.   By substituting the following for paragraph (d) of subsection 3.4:

          "(d) If a Participant sells shares of Stock prior to the Restricted
               Date in accordance with subparagraph (c) above, then, as of the
               date on which he or she elects to sell such shares, no further
               payroll deductions with respect to such Participant will be made
               for that Subscription Period, no further payment toward the
               purchase of Stock may be made by a Participant who is Director
               for that Subscription Period, the Participant will not be
               eligible to purchase shares for that Subscription Period, all
               amounts which have been deducted with respect to such Participant
               or paid by such Participant who is a Director during the
               Subscription Period in which he or she makes the election to sell
               will be promptly paid to him or her without interest, and the
               Participant may not again participate in the Plan until the next
               following calendar year, by filing a written payroll deduction
               authorization with the Committee or, with respect to a
               Participant who is a Director, by submitting payment to the
               Committee, in accordance with the requirements of subsection 2.2;
               provided, however, that an individual (other than a Director)
               will be eligible to participate during the next such calendar
               year only if he or she is an Eligible Associate on the first day
               of such calendar year, and an individual who is a Director will
               be eligible to participate during any Subscription Period in the
               next such calendar year only if he or she is a Director on the
               date on which he or she makes payment to the Company for the
               purchase of Stock pursuant to paragraph 2.2(c) and he or she
               continues as a Director from such date continuously through the
               last day of such Subscription Period."

     8.   By substituting the following for paragraph (b) of subsection 3.8:

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          "(b) The Plan does not constitute a contract of employment, and
               participation in the Plan will not give any Eligible Associate or
               Director the right to be retained in the employ of an Employer or
               any Related Company, the right to continue to otherwise perform
               services for an Employer or Related Company, the right to
               continue serving as a Director, nor any right or claim to any
               benefit under the Plan, unless such right or claim has
               specifically accrued under the terms of the Plan.  Except as
               otherwise provided in the Plan, no right to purchase shares under
               the Plan shall confer upon the holder thereof any right as a
               shareholder of the Company prior to the date on which the shares
               of Stock are purchased pursuant to the terms of the Plan."

     9.   By substituting the following for paragraph (d) of section 6:

          "(d) Date of Termination.  A Participant's "Date of Termination"
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               shall be, with respect to an individual other than a Director,
               the date on which his or her position as an Eligible Associate
               terminates for any reason, and with respect to a Director, the
               date immediately following the last day on which he or she serves
               as a Director; provided, that a Date of Termination shall not be
               deemed to occur by reason of a transfer of the Participant
               between two entities as an Eligible Associate; further provided
               that a Date of Termination shall not be deemed to occur by reason
               of a Participant's cessation of service as a Director if
               immediately following such cessation of service he becomes or
               continues to be an Eligible Associate nor by reason of a
               Participant's cessation as an Eligible Associate if immediately
               following such cessation he becomes or continues to be a
               Director; and provided, further, that a Participant's Date of
               Termination shall not be deemed to occur while the Participant is
               on a leave of absence as an Eligible Associate, which leave of
               absence has been approved by an Employer."

     10.  By redesignating paragraphs (f), (g), (h), (i), (j), (k), (l), (m),
          (n), and (o) of section 6 as paragraphs  (g), (h), (i), (j), (k), (l),
          (m), (n), (o) and (p) of section 6, respectively, and adding the
          following new paragraph (f) to section 6:

          "(f) Director.  The term 'Director' means a member of the Board, who
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               may or may not be an employee of the Company or a Related
               Company."

     11.  By substituting the following for paragraph (i) of section 6, as
          redesignated by this Second Amendment of the Plan:

          (i)  Eligible Associate.  The term "Eligible Associate" means any
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               individual who is an employee of an Employer, and any other
               individual who is performing services for an Employer as an
               employee of Aon Risk

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               Consultants (Bermuda) Limited, CNA Bermuda Services Limited, or
               such other entity designated by the Board.  Notwithstanding the
               foregoing, an executive officer of the Company may not be an
               Eligible Associate, unless otherwise approved by the Board,
               provided that an executive officer designated as an Eligible
               Associate will have his service as an executive officer prior to
               designation as an Eligible Associate taken into account in
               determining continuous service as an Eligible Associate."

     12.  By substituting the following for paragraph (l) of section 6, as
          redesignated by this Second Amendment of the Plan:

          "(l) Fair Market Value.  The 'Fair Market Value' of a share of Stock
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               as of any date (including, without limitation, any Price Date
               with respect to shares purchased pursuant to paragraph 2.2(a)
               with funds accumulated through payroll deductions from salary and
               any Price Date with respect to shares purchased pursuant to a
               Director's payment of funds pursuant to paragraph 2.2(c)) shall
               be the closing sale price for the Stock as reported on The New
               York Stock Exchange for such date or, if Stock is not traded on
               that date, on the next preceding date on which Stock was traded;
               provided, however, that the 'Fair Market Value' of a share of
               Stock as of any Price Date with respect to shares purchased
               pursuant to paragraph 2.2(b) through payroll deduction from any
               bonus payment shall be the lesser of (i) the closing sale price
               for the Stock as reported on The New York Stock Exchange for such
               Price Date or, if Stock is not traded on that date, on the next
               preceding date on which Stock was traded, or (ii) the average of
               the daily closing sale prices for the Stock as reported on The
               New York Stock Exchange (or the Nasdaq National Market with
               respect to dates prior to April 11, 1997) for each date on which
               the Stock was traded during the fiscal year to which such bonus
               payment relates."

     13.  By substituting the following for paragraph (m) of section 6, as
          redesignated by this Second Amendment of the Plan:

          "(m) Participant.  The term "Participant" means any Eligible Associate
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               or Director who is eligible and elects to participate in the Plan
               pursuant to the provisions of Section 2. Nothwithstanding the
               foregoing, a U.S. Person may only be a Participant with respect
               to Stock purchased in accordance with the provisions of
               subsection 1.3(a)."

     14.  By substituting the following for paragraph (n) of section 6, as
          redesignated by this Second Amendment of the Plan:

          "(n) Price Date.  The "Price Date" shall be (i) with respect to shares
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               purchased pursuant to paragraph 2.2(a) with funds accumulated
               through payroll

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               deductions from salary during any Subscription Period and with
               respect to shares purchased pursuant to paragraph 2.2(c) with
               funds paid to the Company by a Director during any Subscription
               Period, the last business day of such Subscription Period; and
               (ii) with respect to shares purchased pursuant to paragraph
               2.2(b) through payroll deduction from any bonus payment, the last
               day of the Company's fiscal year to which such bonus payment
               relates."

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