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                                                                 Exhibit 10(hhh)

                             DATED December 20, 2001

                             OVERSEAS PARTNERS LTD.

                                     - and -

                                  MARK BRIDGES

                     _______________________________________

                              EMPLOYMENT AGREEMENT

                     _______________________________________

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THIS AGREEMENT is made the 20th day of December 2001

BETWEEN:

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

MARK BRIDGES of "Windward", 48 North Shore Road, Flatts (the "Executive").

WHEREBY IT IS 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 1/st/ day of January 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 Financial 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 Financial 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 $25,000
          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 a
               target award of 100% of annual base salary, a minimum award of
               50% of annual base salary, and a maximum award of 150% 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. 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 150% of annual base salary then in effect.

               In connection with the commencement of the Executive's employment
               hereunder, the Executive received 49,079 shares of restricted
               stock, which shares were granted effective August 15, 2001 and
               will vest on December 31, 2002, subject to the terms and
               conditions of the Restricted Stock Agreement and the Overseas
               Partners Ltd. Incentive Compensation Plan, pursuant to which such
               award was granted.

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          c)      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.

          d)      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).

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

          f)      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.

          g)      The Company shall, during the continuance of the Employment of
                  the Executive (including any period of notice) pay a housing
                  allowance of $8,000 per month to defray the Executive's
                  housing cost here in Bermuda. The first of such payment shall
                  be made on the 25th day of January 2000 representing the
                  housing allowance for January in arrears. All subsequent
                  payments shall be on the 25th day of each month, in arrears
                  for the month in question.

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5.       Termination of Employment

         a)       The Employment may be terminated prior to the scheduled
                  expiration of the initial 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 initial 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,
                  the following payments, each of which shall be paid in a lump
                  sum within 14 business days from the Termination Date: (i) an
                  amount equal to the Executive's bonus entitlement (as
                  determined in paragraph 4(a)), based upon the target level 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) an

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                  amount equal to the product of 24 times the Executive's
                  monthly base salary (as determined in paragraph 4(a)), and
                  (iii) an amount equal to the product of 2 times the
                  Executive's bonus entitlement (as determined in paragraph
                  4(a)), based upon the target level set by the Company for the
                  year in which the Executive's termination occurs. In addition,
                  in the event of a termination of Employment described in this
                  paragraph 5(c), the Executive shall receive continuation of
                  his monthly housing allowance (as that amount is determined in
                  paragraph 4(g) above) for 24 months; provided, however that
                  such continued payment of the Executive's monthly housing
                  allowance shall cease if the Executive obtains full-time
                  employment or leaves Bermuda.

                  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.

         c)       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


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               without "good reason" in accordance with paragraph 5(b) of this
               Agreement, the Company shall be required (even if the Company
               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
               target bonus (as determined in paragraph 4(a)) set by the Company
               for the year in which the Executive's termination occurs. The
               Executive shall also 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))
               based on performance during such year. Such bonus payment shall
               be paid within 60 days of the end of such year and shall be
               pro-rated for the period from January 1 of the year in which the
               termination occurs to the Termination Date. In addition, in the
               event of a termination of Employment described in this paragraph
               5(f), the Executive shall receive continuation of his monthly
               housing allowance (as that amount is determined in paragraph 4(g)
               above) for 12 months; provided, however that such continued
               payment of the Executive's monthly housing allowance shall cease
               if the Executive obtains full-time employment or leaves Bermuda.

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     g) For purposes of this Agreement:

        (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

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                    housing allowance, or reduces any of the benefits provided
                    to the Executive under paragraphs 4(e) or (f) of this
                    Agreement, (e) a 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, the following payments, each of which
                    shall be paid in a lump sum within 14 business days from the
                    Termination Date: (i) an amount equal to the Executive's
                    bonus entitlement (as determined in paragraph 4(a)), based
                    upon the target level set by the Company for the year in
                    which the

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               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) an amount equal to the product of 24 times
               the Executive's monthly base salary (as determined in paragraph
               4(a)), and (iii) an amount equal to the product of 2 times the
               Executive's bonus entitlement (as determined in paragraph 4(a)),
               based upon the target level set by the Company for the year in
               which the Executive's termination occurs. In addition, in the
               event of a termination of Employment described in this paragraph
               5(h)(iii), the Executive shall receive continuation of his
               monthly housing allowance (as that amount is determined in
               paragraph 4(g) above) for 24 months; provided, however that such
               continued payment of the Executive's monthly housing allowance
               shall cease if the Executive obtains full-time employment or
               leaves Bermuda.

          (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

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         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 Executive from
         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.

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.

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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.

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

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         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.

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15.      Successors and Assigns

         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.

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            )
in the presence of:-                )    /s/ L. Davidson Leader



SIGNED by the Executive             )   /s/ Mark R. Bridges
in the presence of:-                )   /s/ L. Davidson Leader