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                                                                  EXHIBIT 10(b)

                            DATED September 27, 2001

                             OVERSEAS PARTNERS LTD.

                                     - and -

                              MARY ROWLAND HENNESSY

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

                              EMPLOYMENT AGREEMENT

                    ----------------------------------------
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                                       2


THIS AGEEMENT is made the 27th day of September 2001


BETWEEN:

OVERSEAS PARTNERS LTD. whose registered office is situated at Cumberland House,
1 Victoria Street, Hamilton HM GX, Bermuda (the "Company"); and

MARY ROWLAND HENNESSY of "Bay House", 4 Old Slip Lane, Pembroke, Bermuda (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 1st day of January 2000.
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         "Employment"                means the employment of the Executive with
                                     the Company pursuant to this Agreement.

         "OCC"                       means Overseas Capital Co.

         "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 President and Chief Executive Officer of the
             Company and any Associated 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.
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                                       4

3.       Powers and Duties
         -----------------

         During the period of Employment under this Agreement the Executive:

         (a) shall report to the Board of Directors of the Company (the "Board")
             and shall exercise such powers and perform such duties (not being
             duties inappropriate to her senior status) as President and Chief
             Executive Officer as may from time to time be vested in or assigned
             to her by the Board and shall comply with all reasonable directions
             from time to time given to her by the Board and with all rules and
             regulations from time to time laid down by the Company concerning
             its employees as the Board may from time to time determine.

         (b) shall devote her full attention and business time to the business
             and affairs of the Company and its Associated Companies, provided,
                                                                      --------
             however, that nothing in this Agreement shall preclude the
             -------
             Executive from engaging in activities involving professional,
             educational, charitable, religious and community organizations,
             managing her 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 and its Associated Companies.

         (c) use her best efforts to perform faithfully and efficiently, and to
             discharge the dealings and responsibilities assumed by her 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 Board may from time to time
         determine as follows:
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                                       5

         a)  The Executive shall be paid by way of remuneration for her services
             during the Employment hereunder: (i) a base salary at the rate of
             $33,333 per month through February 28, 2001 and at the rate of
             $46,666.67 per month thereafter and (ii) such bonuses or additional
             remuneration (if any) as the Board, through its Compensation
             Committee ("Compensation Committee"), may from time to time
             determine in accordance with the "Overseas Partners Ltd. Incentive
             Plan" (in development at the Commencement Date) based upon (x) for
             the 2000 bonus year, a target award of 100% of base salary and
             varying between 50% and 150% and (y) for the 2001 and subsequent
             bonus years, a target award of 125% of base salary, in each case
             determined by the performance of the Company and the Executive as
             adjudged solely by the Compensation Committee. The 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.
             Notwithstanding anything to the contrary contained in the Bye-Laws
             of the Company, the Executive shall not be entitled to any other
             remuneration as an ordinary or executive director of the Company
             and the Executive shall, as the Company may direct, either
             effectually waive her rights to any such remuneration or shall
             account for and pay over the same to the Company immediately after
             she receives it.

         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
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             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 figure of no less than (i) 150% of base salary
             as of March 31, 2000 and (ii) 236% of base salary as of April 1,
             2000.

             Upon execution of this Agreement, the Executive shall immediately
             be entitled to 49,079 shares of restricted stock vesting three
             years from 1 January 2000.

         c)  In addition to public holidays the Executive will be entitled to
             six (6) weeks vacation in every calendar year. Unless and until her
             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 her 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)  Until the Termination Date, the Executive shall be covered under
             the health benefits plan of OCC as outlined in the OCC Benefit
             Manual or any successor plan.

         f)  The Executive shall be entitled to participate in the Overseas
             Partners Ltd And Subsidiaries Retirement Plan (401-K).
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                                       7

         g)  The Executive shall also be entitled to participate in OCC's
             Flexible Benefits Plan.

         h)  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.

         i)  The Company shall pay the Executive actual expenses to a maximum of
             a sum of $30,000 towards the cost incurred during the course of
             relocating to Bermuda, and an equivalent sum for any subsequent
             relocation to the United States, provided such relocation occurs
             within 6 months following termination of this Agreement. In
             addition, the Company shall pay to the Executive an additional sum
             equal to one month of her 2000 base salary (as determined in
             paragraph 4(a) above) towards the cost incurred during the course
             of relocating to Bermuda.

         j)  The Company shall, during the continuance of the Employment of the
             Executive (including any period of notice) pay a housing allowance
             of $13,000 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.

         k)  The Executive shall be entitled to participate in the OPL Tax
             Equalization Program which is designed to ensure that the
             Executive does not pay additional United States taxes solely as a
             result of her employment with the Company, with specific regard to
             certain Bermuda allowances (e.g housing and relocation) that may
             result in additional taxable compensation to the employee.

5.       Termination of Employment
         -------------------------
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                                       8

         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 her 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, a lump sum payment, payable
             within 14 business days from the Termination Date, equal to: (i)
             the Executive's base salary (as determined in paragraph 4(a)) x 24,
             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 and pro-rated
             for the period from January 1 of the year in which the termination
             occurs to the
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                                       9

             Termination Date, plus, (iii) the Executive's monthly housing
             allowance (as that amount is determined in paragraph 4(j)
             above) x 2.

             In addition, in the event the Executive is required, pursuant to
             Section 4999 of the U.S. Internal Revenue Code of 1986, as amended
             (the "Code"), to pay (through withholding or otherwise) an excise
             tax on "excess parachute payments" (as defined in Section 280G of
             the Code), the Company shall pay the Executive the amount necessary
             to place the Executive in the same after-tax financial position
             that the Executive would have been in if the Executive had not
             incurred any excise tax liability under Section 4999 of the Code.

             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, (i) 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 and (ii) continued participation in the benefit plans referred
             to in paragraphs 4(e), (f) and (g) above until the earlier of (x)
             the end of the 12-month period following her Termination Date and
             (y) the date, or dates, she receives equivalent coverage and
             benefits under the plans and programs of a subsequent employer
             (such coverage and benefits to be determined on a coverage-by-
             coverage, or benefit-by-benefit, basis).

         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
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             Executive shall be entitled to receive only her 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 her 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 subsequently elects to terminate
             the Employment of the Executive prior to the effective date of her
             termination in accordance with paragraph 5(b) of this Agreement) to
             continue to provide the Executive with her salary and benefits
             until the earlier of the effective date of her 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 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.

         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
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                                       11

                   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 her 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), (f), (g),
                   (h) or (k) of this Agreement, (e) a diminution in the
                   Executive's duties or responsibilities or the assignment of
                   the Executive of any duties
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                                       12

                   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 received, 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 base salary
                   (as determined in paragraph 4(a)) x 24, 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 and pro-
                   rated for the period from January 1 of the year in which the
                   termination occurs to the Termination Date, plus, (iii) the
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                                       13

                   Executive's monthly housing allowance (as that amount is
                   determined in paragraph 4(j) above) x 2.

             (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 her 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 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 she shall not during the
         continuance of the Employment or for a period of two (2) years after
         the
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                                       14

         Termination Date on her 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 her
         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 her 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 her 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 her 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
         her 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 her or have come into her
         possession in the course of her 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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                                       15

11.      Misrepresentation
         -----------------

         The Executive shall not at any time after the termination of her
         Employment hereunder wrongfully represent herself 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 her address given above or at
         her 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 her
         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 she is not entering
         into the Agreement in reliance on any representation not expressly set
         out herein.
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                                       16

15.      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.

16.      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 $20,000.
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IN WITNESS WHEREOF the parties hereto have set their hands and seals the date
first above written.

SIGNED by                           )       /s/ Robert J Clanin
on behalf of the Company            )
in the presence of:-                )       /s/ D Scott Davis




SIGNED by the Executive             )       /s/ Mary R Hennessy
in the presence of:-                )       /s/ L Davidson-Leader