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                                                                Exhibit 10 (iii)



                             DATED December 5, 2001






                             OVERSEAS PARTNERS LTD.


                                     - and -


                                  MARK CLOUTIER



                     ---------------------------------------

                              EMPLOYMENT AGREEMENT

                    ----------------------------------------




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T H I S  A G R E E M E N T  is made the 5th day of December 2001


B E T W E E N :

OVERSEAS PARTNERS LTD. whose registered office is situated at Mintflower Place,
8 Par-La-Ville Road, Hamilton HM 08, Bermuda (the "Company"); and

MARK CLOUTIER of "The Binnacle", 12 Tribe Road #6, Salt Kettle (the
"Executive").

W H E R E B Y  I T  I S  AGREED as follows:

1.   Definitions and Interpretations

     In addition to the words and expressions hereinbefore defined the
     following words and expressions shall have the meanings hereinafter
     ascribed to them;

     "Associated Company"      means any company which is from time to time a
                               subsidiary or a holding company (as those
                               expressions are defined by Section 86 of the
                               Companies Act 1981) of the Company.

     the "Board"               means the Board of Directors from time to time of
                               the Company.

     "Commencement Date"       means the 14/th/ day of November 2000.

     "Employment"              means the employment of the Executive with the
                               Company Pursuant to this Agreement.

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     "Common Share Capital"      means all the Common Shares of the Company in
                                 issue from time to time.

     "Termination Date"          means the date on which the Employment with the
                                 Company ceases either for reason of the
                                 conclusion of the fixed term of the Employment
                                 or for reason of the termination of the
                                 Employment in accordance with the provisions of
                                 this Agreement.

2.   Term of Appointment

     a.   The Company hereby appoints the Executive and the Executive hereby
          agrees to act as Executive Vice President and Chief Claims Officer of
          the Company for an initial Term of Appointment of a period of three
          (3) years unless this Agreement is: (i) sooner terminated in
          accordance with paragraph 5 below, or (ii) extended as provided in
          paragraph 2(b) below.

     b.   Commencing on the third anniversary of the Commencement Date and on
          each annual anniversary of such date, (each a "Renewal Date"), this
          Agreement, and the Term of Appointment herein granted, shall be
          automatically extended so as to terminate on the first annual
          anniversary of each Renewal Date, unless either the Company or the
          Executive shall give the other written notice, not less than 60 days
          prior to any Renewal Date, of the election not to so extend this
          Agreement, in which case this Agreement shall terminate on such
          Renewal Date.

3.   Powers and Duties

     During the period of Employment under this Agreement the Executive:

     (a)  shall report to the Chief Executive Officer of the Company or
          designee thereof (the "CEO") and shall exercise such powers and
          perform such




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          duties (not being duties inappropriate to his status) as Executive
          Vice President and Chief Claims Officer as may from time to time be
          vested in or assigned to him by the CEO and shall comply with all
          reasonable directions from time to time given to him by the CEO and
          with all rules and regulations from time to time laid down by the
          Company concerning its employees as the CEO or the Board of Directors
          of the Company (the "Board") may from time to time determine.

     (b)  shall devote his full attention and business time to the business and
          affairs of the Company, provided, however, that nothing in this
          Agreement shall preclude the Executive from engaging in activities
          involving professional, educational, charitable, religious and
          community organizations, managing his personal investments, and
          serving on the board of directors of such companies and organizations
          as agreed to from time to time by the Board, to the extent that the
          foregoing do not materially inhibit the performance of the Executive's
          duties under this Agreement or conflict in any material way with the
          business and affairs of the Company.

     (c)  use his best efforts to perform faithfully and efficiently, and to
          discharge the dealings and responsibilities assumed by him under this
          Agreement.


4.   Remuneration and Benefits

     The Executive shall be paid by way of remuneration a salary and bonus
     and such other benefits (if any) as the CEO and the Compensation
     Committee of the Board (the "Compensation Committee") may from time to
     time determine as follows:

     a)   The Executive shall be paid by way of remuneration for his services
          during the Employment hereunder: (i) a base salary at the rate of
          $20,000 per month through February 28, 2001 and at the rate of
          $20,833.33 per month thereafter and (ii) such bonuses or additional
          remuneration (if any) as the CEO, with ratification by the
          Compensation Committee, may from time to time determine in accordance
          with the "Overseas Partners Ltd. Incentive

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          Plan" (in development at the Commencement Date) based upon (x) for the
          2000 bonus year, a target award of 60% of annual base salary, a
          minimum award of 30% of annual base salary, and a maximum award of 90%
          of annual base salary (using the Executive's annual base salary in
          effect at the end of calendar year 2000) and (y) for bonus years after
          2001, a target award of 75% of annual base salary, a minimum award of
          38% of annual base salary, and a maximum award of 113% of annual base
          salary (using the Executive's annual base salary in effect at the end
          of the calendar year to which the bonus relates), in each case
          determined by the performance of the Company and the Executive as
          adjudged by the CEO and ratified by the Compensation Committee.
          Notwithstanding the foregoing, for the 2001 bonus year, the Executive
          shall receive a guaranteed bonus of $187,500. The CEO and Compensation
          Committee shall review the Executive's base salary and potential bonus
          award, on an annual basis to determine, in its sole discretion, if and
          to what extent an increase in base salary and/or the awarding of a
          bonus or additional remuneration is warranted. The annual review will
          be completed by March 1 of each year.

          Such salary shall be paid by equal monthly installments in arrears on
          the last day of every month and shall accrue from day to day.

     b)   The Executive shall be entitled to receive grants of restricted stock,
          stock options and/or stock appreciation rights on an annual basis
          under the Company's Incentive Compensation Plan for the time being in
          force, subject to the rules applicable to the Plan as established,
          amended or varied from time to time by the Board or such other Plan as
          is in force from time to time, and as amended from time to time, as
          the case may be. The grants referred to in the preceding sentence
          shall be based on a target future value of 125% of annual base salary
          then in effect.

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                                       6

     c)   In connection with the commencement of the Executive's employment
          hereunder, the Executive received a cash signing bonus of $100,000
          and, in addition, a $20,000 payment to assist with relocation
          expenses.

     d)   In addition to public holidays the Executive will be entitled to
          thirty (30) days vacation in every calendar year. Unless and until his
          Employment under this Agreement terminates under any provision herein,
          salary will continue to be payable during vacations. Vacation days not
          taken in any calendar year may be carried forward at the sole
          discretion of the Compensation Committee.

     e)   Subject to production, if requested, of medical certificates
          satisfactory to the Company, salary will not cease to be payable by
          reason only of the Executive's incapacity to work due to sickness or
          accident (unless and until his Employment under the Agreement shall be
          terminated under any provision herein) but the Company may reduce
          salary during incapacity by an amount equal to the benefit (excluding
          any lump sum benefit) which the Executive would be entitled to claim
          during such incapacity under any sickness or accident insurance policy
          paid for entirely by the Company (whether or not such benefit is
          claimed by the Executive).

     f)   The Executive shall be entitled to participate in the Overseas
          Partners Ltd And Subsidiaries Retirement Plan (401(k)).

     g)   The Executive is entitled to all other benefits outlined in the
          Overseas Partners Ltd./Overseas Partners Re Ltd. Company Handbook,
          which are not specifically identified in this Agreement.

     h)   The Company shall, during the continuance of the Employment of the
          Executive (including any period of notice) pay a housing allowance of
          $7,000 per month to defray the Executive's housing cost here in
          Bermuda. The first of such payment shall be made on the 25/th/ day of
          November 2000 representing the housing allowance for November in
          arrears. All

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          subsequent payments shall be on the 25/th/ day of each month, in
          arrears for the month in question.

5.   Termination of Employment

     a)   The Employment may be terminated prior to the scheduled expiration of
          the Term of Appointment: (i) by the Company with or without "cause"
          (as defined below), (ii) by the Executive with or without "good
          reason" (as defined below) or (iii) due to the death or total and
          permanent disability of the Executive in accordance with the
          applicable long-term policies of the Company in which the Executive
          participates.

     b)   In the event that the Executive wishes to resign from the Company
          without "good reason" prior to the scheduled expiration of the Term of
          Appointment, the Executive shall provide the Company with three (3)
          months' advance written notice and, in such case, the Company may
          terminate the Executives employment prior to the end of such three (3)
          month period provided that the Company makes the payments to the
          Executive described in paragraph (e) below. A termination of the
          Employment by the Company as provided in the preceding sentence shall
          not be deemed a termination without "cause" or give the Executive
          grounds to terminate his employment for "good reason" for purposes of
          paragraph (c) below.

     c)   In the event that the Employment is terminated pursuant to paragraph
          (a) above (i) by the Company without "cause" or (ii) by the Executive
          with "good reason", the Executive shall be entitled to receive, in
          addition to accrued salary and benefits (including a pro-rata
          calculation of earned vacation days) payable to the Executive through
          the Termination Date, (i) a lump sum payment, payable within 14
          business days from the Termination Date, equal to: (A) the Executive's
          monthly base salary (as determined in paragraph4(a)) x 24, plus, (B)
          the Executive's bonus

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          entitlement (as determined in paragraph 4(a)), based upon target
          levels set by the Company for the year in which the Executive's
          termination occurs and pro-rated for the period from January 1 of the
          year in which the termination occurs to the Termination Date, (ii)
          lump sum payment of the Executive's monthly housing allowance (as that
          amount is determined in paragraph 4(g) above) equivalent to 2 months;
          and (iii) payment of actual expenses (up to a maximum of a sum of
          $30,000) towards the cost incurred during the course of relocating
          from Bermuda, provided such relocation occurs within 6 months
          following termination of Employment.

          The Company's obligation to make the payments in this paragraph 5(c)
          shall be conditioned on the Executive's execution of a General Release
          Agreement in accordance with the Company's customary practice.

     d)   In the event of the termination of the Employment for one of the
          reasons described in paragraph (c) above, all outstanding grants of
          restricted stock, stock options and stock appreciation rights
          previously granted to the Executive by the Company will automatically
          become fully vested as of the date of such termination,
          notwithstanding anything to the contrary contained in the terms or
          provisions of the Company's Incentive Compensation Plan.

     e)   In the event that the Employment is terminated pursuant to paragraph
          (a) above: (i) by the Company for "cause", (ii) by the Executive
          without "good reason" or (iii) due to the death or disability of the
          Executive; the Executive shall be entitled to receive only his accrued
          salary and benefits (including a pro-rata calculation of earned
          vacation days) payable through the Termination Date or otherwise
          payable under plans maintained by the Company in accordance with their
          terms and nothing else. In addition, in the event that the Executive
          terminates his Employment with the Company without "good reason" in
          accordance with paragraph 5(b) of this Agreement, the Company shall be
          required (even if the Company

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          subsequently elects to terminate the Employment of the Executive prior
          to the effective date of his termination in accordance with paragraph
          5(b) of this Agreement) to continue to provide the Executive with his
          salary and benefits until the earlier of the effective date of his
          termination and the end of the Term of Appointment.

     f)   In the event the Company does not extend this Agreement in accordance
          with paragraph 2(b), and the Executive's employment has not terminated
          for any other reason then, notwithstanding any other provision of this
          paragraph 5, the Executive shall be entitled to receive, in addition
          to accrued salary and benefits (including a pro-rata calculation of
          earned vacation days) payable to the Executive through the Termination
          Date, a lump sum payment, payable within 14 business days from the
          Termination Date, equal to: (i) the Executive's monthly base salary
          (as determined in paragraph 4(a)) x 12, plus, (ii) the Executive's
          bonus entitlement (as determined in paragraph 4(a)), based upon target
          levels set by the Company for the year in which the Executive's
          termination occurs. In addition, the Executive shall be entitled to
          receive a payment of the bonus earned by the Executive for the year in
          which the Executive's termination occurs (as determined in paragraph
          4(a)) within 60 days of the end of such year, based on performance
          during such year and prorated for the period from January 1 of the
          year in which the termination occurs to the Termination Date. Further,
          the Executive shall be entitled to receive (i) a lump sum payment of
          the Executive's monthly housing allowance (as that amount is
          determined in paragraph 4(g) above) equivalent to 2 months; and (ii)
          payment of actual expenses (up to a maximum of a sum of $30,000)
          towards the cost incurred during the course of relocating from
          Bermuda, provided such relocation occurs within 6 months following
          termination of Employment.


     g)   For purposes of this Agreement:

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          (i)  "cause" means (a) an act or acts of personal dishonesty taken by
               the Executive and intended to result in the material personal
               enrichment of the Executive at the expense of the Company and its
               Associated Companies, excluding for this purpose any isolated,
               insubstantial or inadvertent action not taken in bad faith which
               is remedied by the Executive in a reasonable period of time after
               receipt of reasonably prompt written notice thereof from the
               Company, (b) repeated violations by the Executive of his
               obligations under this Agreement which are demonstrably willful
               and deliberate and which are not remedied in a reasonable period
               of time by the Executive after receipt of reasonably prompt
               written notice thereof from the Company, or, (c) the Executive's
               conviction of a felony involving moral turpitude; and

          (ii) "good reason" means (a) the sale or other disposition by the
               Company of all or substantially all of its reinsurance
               operations, (b) the change in control of the Company through the
               acquisition (whether by purchase, transfer, merger, renunciation
               or otherwise) of any interest in any shares, if, upon completion
               of such acquisition the third party, together with persons acting
               in concert with the third party, would hold more than fifty
               percent of the Common Share Capital of the Company, (c) repeated
               violations by the Company of its obligations under this Agreement
               which are demonstrably willful and deliberate and which are not
               remedied in a reasonable period of time by the Company after
               receipt of reasonably prompt written notice thereof from the
               Executive, (d) without the Executive's consent, the Company
               reduces the Executive's current base salary, reduces the
               Executive's then current target total annual compensation,
               reduces the Executive's housing allowance, or reduces any of the
               benefits provided to the Executive under paragraphs 4(e) or (f)
               of this Agreement, (e) a

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               diminution in the Executive's duties or responsibilities or the
               assignment of the Executive of any duties inconsistent in any
               adverse respect with the Executive's then current duties and
               responsibilities or, (f) the Work Permit of the Executive is
               terminated by the Government of Bermuda.

      h) (i)   The Employment, following the initial Term of Appointment and
               during any extended Term of Appointment, may be terminated prior
               to the scheduled expiration of the extended Term of Appointment:
               (i) by the company with or without "cause" (as defined in
               paragraph 5(g)(i) above, (ii) by the Executive with or without
               "good reason" (as defined in paragraph 5(g)(ii) above), or (iii)
               due to the death or disability of the Executive in accordance
               with the applicable programs and policies of the Company.

         (ii)  In the event that the Executive wishes to resign from the Company
               without "good reason" prior to the scheduled expiration of any
               extended Term of Appointment, the Executive shall comply with the
               provisions of paragraph 5(b) above.

         (iii) In the event that Employment is terminated pursuant to paragraph
               5h(i) above: (i) by the Company without "cause", or (ii) by the
               Executive with "good reason", the Executive shall be entitled to
               receive, in addition to accrued salary and benefits (including a
               pro-rata calculation of earned vacation days) payable to the
               Executive through the Termination Date, (i) a lump sum payment,
               payable within 14 business days from the Termination Date, equal
               to: (A) the Executive's monthly base salary (as determined in
               paragraph 4(a)) x 24, plus, (B) the Executive's bonus entitlement
               (as determined in paragraph 4(a)), based upon target levels set
               by the Company for the year in which the Executive's termination
               occurs and pro-rated for the period from January 1 of the year in
               which the


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               termination occurs to the Termination Date, (ii) lump sum payment
               of the Executive's monthly housing allowance (as that amount is
               determined in paragraph 4(g) above) equivalent to 2 months; and
               (iii) payment of actual expenses (up to a maximum of a sum of
               $30,000) towards the cost incurred during the course of
               relocating from Bermuda, provided such relocation occurs within 6
               months following termination of Employment.

         (iv)  In the event that the Employment is terminated during any
               additional Term of Appointment, pursuant to paragraph 5h(i)
               above: (i) by the Company for "cause", (ii) by the Executive
               without "good reason", or (iii) due to the death or disability of
               the Executive, the Executive shall be entitled to receive only
               his accrued salary and benefits (including a pro-rata calculation
               of earned vacation days) payable to the Termination Date or
               otherwise payable under plans maintained by the Company in
               accordance with their terms and nothing else. In all other
               respects, the Executive's termination under the provisions of
               this paragraph shall be in accordance with provisions of
               paragraph 5(e) and (g) above.

6.   Non-Competition

     The Executive shall not during the continuance of the Employment (unless
     otherwise agreed in writing by the Company) undertake any other business or
     profession or be or become an executive or agent of any other company, firm
     or person or assist or have any financial interest in any other business or
     profession, if such business or profession is in competition with the
     business of the Company or any Associated Company but nothing in this
     paragraph shall preclude the Executivefrom holding or acquiring less than
     5% of the voting shares or other equity securities of any other company
     which are listed or dealt in on any recognized stock exchange by way of
     bona fide investment.

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7.       Non-Solicitation

         The Executive covenants with the Company that he shall not during the
         continuance of the Employment or for a period of two (2) years after
         the Termination Date on his own behalf or on the behalf of any other
         person, firm or company directly or indirectly endeavor to entice away
         from the Company any person who is then employed by the Company and was
         so employed by the Company during the continuance of the Employment.

8.       Confidential Information

         The Executive shall not, either during the continuance of his
         Employment hereunder and up to two years after the termination of the
         Agreement, use to the detriment or prejudice of the Company, except in
         the proper course of his duties, divulge to any person any trade secret
         or any other information of a confidential nature concerning the
         business or affairs of the Company which may have come to his knowledge
         during the Employment.

9.       Board Information

         The Executive shall at all times promptly give to the Board (in writing
         if so requested) all such information and explanations as they may
         require in connection with matters relating to his Employment hereunder
         or with the business of the Company.

10.      Return of Papers etc.

         The Executive shall promptly upon the request of the Board following
         his termination of Employment deliver up to the Company all lists of
         clients or customers, correspondence and all other documents, papers
         and records which may have been prepared by him or have come into his
         possession in the course of his Employment, and the Executive shall not
         be entitled to and shall not retain any copies thereof. Title and
         copyright therein shall vest in the Company.

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11.      Misrepresentation

         The Executive shall not at any time after the termination of his
         Employment hereunder wrongfully represent himself as being employed by
         or connected with the Company or any Associated Company.

12.      Notices

         Any notice in writing to be served hereunder shall be given personally
         to the Executive or to the Secretary of the Company (as the case may
         be) or shall be couriered or posted by registered mail to the Company
         (for the attention of its Secretary) at its registered office for the
         time being or to the Executive either at his address given above or at
         his last known address. Any such notice sent by post shall be deemed
         served three days after it is posted and in proving such service it
         shall be sufficient to prove that the notice was properly addressed and
         put in the post or couriered.

13.      Indemnity and Insurance

         The Company hereby agrees to indemnify and hold the Executive harmless
         for any acts or omissions arising out of the course and scope of his
         Employment with the Company to the fullest extent permitted by
         applicable law.

14.      Other Agreements

         The Executive acknowledges and warrants that there are no agreements or
         arrangements whether written, oral or implied between the Company and
         the Executive relating to the Employment of the Executive other than
         those expressly set out in the Agreement and that he is not entering
         into the Agreement in reliance on any representation not expressly set
         out herein.

 15.     Successors and Assigns

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         The Company shall require any successor (whether direct or indirect, by
         purchase, merger, consolidation or otherwise) to all or substantially
         all of its business or assets to expressly assume this Agreement and
         agree to perform under this Agreement in the same manner and to the
         same extent that the Company would be required to perform if no such
         succession had taken place. In addition, the Company may assign this
         Agreement (and all of its rights and obligations hereunder) to any of
         its wholly-owned subsidiaries. As used in this Agreement, the term
         "Company" shall mean any successor or subsidiary that assumes and
         agrees to perform this Agreement or which otherwise becomes bound by
         all the terms and provisions of this Agreement by operation of law.

16.      Governing Law

         The Agreement shall be governed by and construed under Bermuda law and
         each of the parties hereto submits to the jurisdiction of the Bermuda
         Courts as regards any claim or matter arising under the Agreement.

17.      Expenses

         The Company will reimburse the Executive for legal fees and expenses
         incurred in connection with the negotiation, execution and delivery of
         this Employment Agreement for an amount up to $5,000.

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IN WITNESS WHEREOF the parties hereto have set their hands and seals the date
first above written.

SIGNED by                      )   /s/ Mary R. Hennessy
on behalf of the Company       )   /s/ L. Davidson Leader
in the presence of:-           )


SIGNED by the Executive        )   /s/ Mark Cloutier
in the presence of:-           )   /s/ Alicia Schweizer