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                                                                   Exhibit 10(b)

                              SEPARATION AGREEMENT
                                       AND
                                 GENERAL RELEASE

THIS AGREEMENT is made as of the 15th day of April, 2002.

BETWEEN:

      Overseas Partners Ltd., One Victoria Street, Hamilton (the "Company")

                                     - and -

            Jed Rhoads of 11 Cobbs Hill Road, Paget (the "Executive")

WHEREAS the Executive is employed by the Company; and

WHEREAS the Executive's position with the Company has become redundant and the
Executive's employment with the Company shall end on the date specified herein;

THEREFORE the Company and the Executive agree that:

     1)   The Executive's employment with the Company will end on April 15th,
          2002 (the "Termination Date").

     2)   Subject to the Executive's compliance with the obligations under this
          Agreement, (a) the Company will pay to the Executive within ten (10)
          days of the execution of this Agreement by the Executive, the total
          cash severance stated in, and calculated in the manner set out in,
          Sections 4h) and 5 c) of the employment agreement between the Company
          and the Executive dated January 10, 2002 (the "Employment Agreement").
          In accordance with Section 5d) of the Employment Agreement, all
          outstanding grants of of resticted stock, stock options and stock
          appreciation rights previously granted to the Executive by the Company
          will automatically become fully vested on the Termination Date. Save
          as otherwise provided herein, the provisions of this Agreement shall
          not affect the Executive's rights with respect to the restricted stock
          grants made pursuant to the Restricted Stock Agreement between the
          Executive and Overseas Partners Ltd. dated August 15, 2001 nor with
          respect to the option grants pursuant to the

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          Option Grant Award Agreement between the Executive and Overseas
          Partners Ltd. dated August 15, 2001. The Company also agrees to
          continue the health insurance coverage currently provided to the
          Executive and his family and/or facilitate such coverage on behalf of
          the Executive at the Executive's expense for a period of 3 months
          after the Termination Date or until the Executive obtains full-time
          employment, whichever is earlier, and to continue the Executive's
          housing allowance in accordance with Section 5(c) of the Employment
          Agreement .

     3)

     a)   The Executive agrees that without the express written consent of an
          executive officer of the Company, including but not limited to the
          Company's Chief Executive Officer and Chief Financial Officer, or as
          otherwise provided herein, the Executive shall, for a period of two
          (2) years from the Termination Date, keep confidential all
          "Confidential Information" as defined herein and shall not disclose
          such Confidential information to any person. The term "Confidential
          Information" means for the purposes hereof (a) all oral, visual,
          electronic and/or written information concerning the clients, business
          partners, operations, properties, contracts and finance of the Company
          and its parent, affiliates and subsidiaries that is non-public,
          confidential or proprietary in nature, and, (b) the provisions of this
          Agreement and the terms and conditions of the termination of the
          Executive's employment with the Company including without limitation,
          any payments made or to be made to the Executive in connection
          herewith but shall not include information which (i) at the time of
          disclosure is generally available to the public (other than as a
          result of its disclosure by the Executive), and (ii) was or becomes
          available to the Executive on a non-confidential basis from a source
          other than the Company its parent, affiliates, subsidiaries or their
          advisors or agents provided that the source is not known by the
          Executive to be bound by any contractual, legal or fiduciary
          obligation of confidentiality to the Company or any other party.

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     b)   In the event that the Executive is required by law to disclose any
          Confidential Information, the Executive will promptly notify the
          Company so that the Company may seek an appropriate protective order
          and/or waive compliance with the provisions of this Agreement. If, in
          the absence of a protective order or other remedy or the receipt by
          the Executive of a waiver hereunder, the Executive is compelled to
          disclose Confidential Information, the Executive may disclose only
          that portion of the Confidential Information that the Executive is
          legally required to disclose.

     c)   The Executive agrees that for a period of two years from the date
          hereof, the Executive will not, directly or indirectly, solicit for
          employment or hire any employee of the Company or any of its
          affiliates, provided however, that this clause will not prevent the
          Executive from employing any such person who (i) contacts the
          Executive on his or her own initiative without any direct solicitation
          by the Executive or (ii) who responds to any general solicitation or
          advertisement for employment.

     4)   The Executive agrees to cooperate with the Company in respect of any
          reasonable requests by the Company, made within a reasonable period
          after the Termination Date, for information or consultation relating
          to any part of the Company's business or transactions in respect of
          which the Executive has knowledge or was involved during the period of
          the Executive's employment with the Company.

     5)   The Executive represents and confirms that the Executive has returned
          or undertakes to return to the Company on or before the Termination
          Date all lists of clients or customers, correspondence and all other
          documents, papers and records which may have been prepared by the
          Executive or have come into the Executive's possession in the course
          of the Executive's employment with the Company, and that the Executive
          has not retained and will not retain any copies thereof, without the
          written consent of an executive officer of the Company, including but
          not limited to the Company's Chief Executive Officer and Chief
          Financial Officer.

     6)

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     (a)  Except as provided in this Agreement with respect to payments,
          benefits and obligations to be paid or performed after the Termination
          Date, the terms of this Agreement are in full and final settlement of
          all claims (if any) whether contractual, tortious, statutory or
          otherwise, howsoever arising, that the Executive has or may have
          against the Company or any Successor Employer (as defined in Overseas
          Partners Ltd's Severance Plan (the "Plan")) or any of its associated
          companies or their respective shareholders, directors, officers or
          employees arising out of or relating to the Executive's employment or
          the termination thereof. Except as provided in this Agreement with
          respect to payments, benefits and obligations to be paid or performed
          after the Termination Date as applicable, the Company has satisfied
          all its obligations to the Executive under the Bermuda Employment Act
          2000 and the Executive's terms of employment, and the Executive has no
          further rights vis a vis the Company or any Successor Employer (as
          defined in the Plan).

     (b)  The Executive shall be entitled to the rights to indemnification set
          out in bye-law 30 of the bye-laws of Overseas Partners Re Ltd.

     7)   The Executive represents and warrants that the Executive has had an
          opportunity to obtain independent legal advice from a qualified lawyer
          as to the terms and effect of this Agreement.

     8)   The Executive and the Company each undertakes not to make or publish
          any statement or to do any act or thing which it might reasonably be
          expected would damage the business, interests or reputation of the
          other.

     9)   In the event that any provision or covenant or portion thereof
          contained in this Agreement should be unenforceable or be declared
          invalid for any reason whatsoever, such unenforceability or invalidity
          shall not affect the enforceability or validity of the remaining
          portions of the provisions or covenants and such unenforceable or
          invalid portions shall be severable from the remainder of this
          Agreement.

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     10)  This Agreement is governed by the laws of Bermuda and the parties
          submit to the jurisdiction of the Bermuda courts.

     11)  The terms of this Agreement are confidential and the Executive agrees
          not to disclose or communicate any details concerning its terms,
          except to his or her professional advisors and otherwise as may be
          required by law.

     12)  This Agreement sets out the entire agreement between the Executive and
          the Company and supersedes all prior discussions between them or their
          advisors and all statements, representations, terms and conditions,
          warranties, guarantees, proposals, communications, and understandings
          whenever given and whether orally or in writing.

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


SIGNED by                                   )  /s/ Mark R. Bridges
on behalf of the Company                    )  /s/ Malcolm C. Furbert
in the presence of:                         )


SIGNED by the Executive                     )  /s/ Jed Rhoads
in the presence of:                         )  /s/ Malcolm C. Furbert