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                                                                    Exhibit 10.3


                                THIRD 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 as of January 1, 1999:

     1.   By substituting the following new paragraphs (a) and (b) for
          paragraphs (a) and (b) of subsection 2.2:

          "(a) The Committee shall establish "Subscription Periods" of not
               longer than one year for the accumulation of funds necessary for
               payment of the purchase price of Stock under the Plan. As of the
               Effective Date, the initial Subscription Period is the period
               beginning July 1, 1996 and ending September 30, 1996, and each
               subsequent Subscription Period will be the calendar quarter. For
               the Subscription Periods beginning July 1, 1996 and October 1,
               1996, an Eligible Associate may become a Participant by filing a
               written payroll deduction authorization with respect to salary
               otherwise payable to the Participant during the period at least
               ten business days prior to either July 1, 1996 or October 1,
               1996, respectively. For any subsequent Subscription Period in a
               calendar year, an Eligible Associate shall become a Participant
               by filing with the Committee, at least ten days prior to the
               first day of the calendar year, a written payroll deduction
               authorization with respect to salary otherwise payable to the
               Participant during the period. Such payroll deductions for a
               Subscription Period shall be 2%, 5%, 10%, 15%, or 20% of the
               salary of the Participant, rounded to the nearest dollar for each
               payroll period; provided, however, that for calendar years
               beginning before January 1, 1999 no more than $25,000 will be
               deducted in any calendar year ($12,500 in the period beginning
               July 1, 1996 and ending December 31, 1996); and for calendar
               years
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               beginning on or after January 1, 1999, no more than $50,000 will
               be deducted in any calendar year. Notwithstanding the foregoing,
               with respect to each Participant who had elected the maximum
               salary deduction permitted under the Plan both for the
               Subscription Period beginning October 1, 1998 and ending December
               31, 1998 and for the Subscription Period beginning January 1,
               1999 and ending March 31, 1999, the maximum amount permitted as a
               salary deduction for the calendar year beginning January 1, 1999
               shall be $50,000 plus an additional $6,250 (which additional
               amount reflects the additional amount which could have been
               deducted in the Subscription Period ending immediately prior to
               January 1, 1999 if the calendar year limit on salary deductions
               had been increased effective as of October 1, 1998), which
               additional $6,250 shall be deducted from the salary of each such
               Participant during the Subscription Period beginning January 1,
               1999 and ending March 31, 1999. The payroll deduction
               authorization filed with the Committee by the Participant with
               respect to a Subscription Period will remain in effect for each
               subsequent Subscription Period, unless the Participant files a
               new payroll deduction authorization with the Committee in
               accordance with subsection 2.3 or discontinues participation in
               the Plan in accordance with subsection 2.5. After the beginning
               of a Subscription Period, a Participant may not alter the rate of
               his payroll deductions for that period; provided, however, that
               he may discontinue his participation in the Plan in accordance
               with subsection 2.5; and provided further, that if a Participant
               had elected as a salary deduction for the Subscription Period
               beginning January 1, 1999, the maximum deduction as permitted by
               the terms of the Plan as in effect immediately prior to January
               1, 1999, then such Participant's salary deduction election for
               the Subscription Period beginning January 1, 1999 shall be
               automatically adjusted to reflect the increased maximum salary
               deduction permitted under the Plan effective as of January 1,
               1999.

          (b)  An Eligible Employee may become a Participant (or if already a
               Participant may, in addition to filing a written payroll
               deduction authorization with respect to salary pursuant to
               paragraph 2.2(a), make an additional election with respect to a
               bonus payment pursuant to this paragraph 2.2(b)) by filing with
               the Committee, at such time in and in such form as required by
               the Committee, a written payroll deduction authorization with
               respect to any bonus payment otherwise payable to the
               Participant. Such payroll deduction made with respect to a bonus
               payment shall be in any whole percentage up to 25% of the bonus
               payable to the Participant who is an Eligible Employee, rounded
               to the nearest dollar, for the payroll period in which the bonus
               is payable; provided, however, that

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               on and after January 1, 1999, such payroll deduction made with
               respect to a bonus payment shall be in any whole percentage up to
               100% of the bonus payable to the Participant who is an Eligible
               Employee, rounded to the nearest dollar, for the payroll period
               in which the bonus is payable. A payroll deduction authorization
               with respect to a bonus payment will be effective only with
               respect to the bonus payment to which it relates."

     2.   By substituting the following new paragraphs (d), (e) and (f) for
          paragraphs (d), (e) and (f) of subsection 2.4:
          
          "(d) Except as otherwise provided in subsection 2.2(a), no Participant
               shall have the right to purchase more than $50,000 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, 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 100% 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 $50,000 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)."

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