EXHIBIT 10.2

                              EMPLOYMENT AGREEMENT
                        (dated as of September 29, 2006)

                  AGREEMENT, made and entered into as of the date first above
written, by and between, XL Capital Ltd, a Cayman Islands corporation (the
"Company"), and James H. Veghte (the "Executive").

                  WHEREAS, the Executive has been in the employ of the Company
and certain of its subsidiaries;

                  WHEREAS, the Company and Executive desire to continue such
employment and to memorialize the terms and conditions of such employment by a
written agreement;

                  NOW, THEREFORE, in consideration of the premises and mutual
covenants contained herein and for other good and valuable consideration, the
Company, the Guarantors (as hereinafter defined) and the Executive (the
"Parties") agree as follows:

                  1. EMPLOYMENT.

                  The Company hereby employs the Executive, and the Executive
hereby accepts employment with the Company, for the term of this Agreement as
set forth in Section 2, below, in the position and with duties and
responsibilities set forth in Section 3, below, and upon such other terms and
conditions as are hereinafter stated.

                  2. TERM OF EMPLOYMENT.

                  The stated term of employment under this Agreement shall
commence on the date first above written (the "Date of the Agreement") and shall
continue through the close of business on the first anniversary of the Date of
the Agreement, subject to earlier termination as provided in Section 8, below,
and extension as provided in the next succeeding sentence. On the first
anniversary of the Date of the Agreement and on each anniversary thereafter, the
stated term of employment shall be automatically extended for an additional one
year unless the Company gives notice in writing to the Executive or the
Executive gives notice in writing to the Company at least six months prior to
such anniversary that the term is not to be so extended.

                  3. POSITIONS, DUTIES AND RESPONSIBILITIES.

                  (a) GENERAL. The Executive shall be employed as the Chief
Executive Officer - Reinsurance General Operations of the Company. In such
position, the Executive shall have the duties, responsibilities and authority
normally associated with the office, position and titles of such an officer of
an insurance, reinsurance and financial services company, or holding company,
whose shares are publicly traded in the United States. In carrying out his
duties and responsibilities, the Executive shall report to the Chief Operating
Officer of the Company. During the term of this Agreement, the Executive shall
devote his full business time to the business and affairs of the Company, and
shall use his best efforts, skills and abilities to promote the Company's
interests.


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                  (b) PERFORMANCE OF SERVICES. The Executive's services under
this Agreement, which are global in nature, shall be performed at the location
or locations reasonably requested by the Company. The Executive acknowledges
that the Company may require the Executive to travel to the extent such travel
is reasonably necessary to perform the services hereunder and that such travel
may be extensive. To the extent reasonably requested by the Company, the
Executive shall allocate greater business time to a location other than his
principal business location, and if reasonably requested by the Company, the
Executive shall relocate to such other locations. Any such relocation will not
be considered to be a breach of this Agreement.

                  4. BASE SALARY.

                  The Executive shall be paid a Base Salary by the Company equal
to US$500,000 payable in accordance with the Company's regular pay practices.
Such Base Salary shall be subject to annual review in accordance with the
Company's practices for executives as in effect from time to time and may be
increased at the discretion of the Compensation Committee of the Company Board
(the "Compensation Committee").

                  5. BONUSES.

                  In addition to the Base Salary provided for in Section 4,
above, the Executive shall be eligible for an annual cash bonus under the
Company's Annual Incentive Compensation Plan as in effect from time to time,
with a bonus opportunity which is substantially similar to that of similarly
situated executives. The Executive may be awarded such annual bonuses thereunder
as may be approved by the Compensation Committee based on corporate, individual
and business unit performance measures, as appropriate, established or approved
from time to time, by the Compensation Committee. Any annual bonus shall be paid
in cash in a lump sum no later than March 15 following the year for which the
annual bonus is paid, unless deferred at the Executive's option in accordance
with the provisions of any applicable deferred compensation plan of the Company
or it subsidiaries in effect from time to time and in compliance with Section
409A of the United States Internal Revenue Code of 1986, as amended (the
"Code"). Nothing in this Section 5 shall confer upon the Executive any right to
a minimum annual bonus.

                  6. EMPLOYEE BENEFIT PROGRAMS.

                  During the term of the Executive's employment under this
Agreement, the Executive shall be entitled to participate in all employee
benefit programs of the Company as are in effect from time to time and in which
similarly situated senior executives of the Company are eligible to participate.

                  7. BUSINESS EXPENSE REIMBURSEMENT AND FRINGE BENEFITS.

                  During the term of the Executive's employment under this
Agreement, the Executive shall be entitled to participate in the Company's
travel and entertainment expense reimbursement programs and its executive fringe
benefit plans and arrangements, all in accordance with the terms and conditions
of such programs, plans and arrangements as in effect from time to time as
applied to the Company's similarly situated executives.



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                  8. TERMINATION OF EMPLOYMENT.

                  (a) TERMINATION DUE TO DEATH. In the event the Executive dies
during the term of employment hereunder, the Executive's spouse, if the spouse
survives the Executive, (or, if the Executive's spouse does not survive him, the
estate or other legal representative of the Executive) shall be entitled to
receive the Base Salary as provided in Section 4, above, at the rate in effect
at the time of Executive's death, to be paid in accordance with the Company's
regular payroll practices through the end of the sixth month after the month in
which the Executive dies. In addition to the above, the estate or other legal
representative of the Executive shall be entitled to:

                  (i) any annual bonus awarded in accordance with the Company's
         bonus program but not yet paid under Section 5, above, to be paid at
         the time such bonus would otherwise be due under the applicable
         program, and reimbursement of business expenses incurred prior to death
         in accordance with Section 7 above,

                  (ii) within 45 days after the date of death, a pro rata bonus
         for the year of death in an amount determined by the Compensation
         Committee, but in no event less than a pro rata portion of the
         Executive's average annual bonus for the immediately preceding three
         years (or the period of the Executive's employment with the Company, if
         less),

                  (iii) the rights under any options to purchase equity
         securities of the Company or other rights with respect to equity
         securities of the Company, including any restricted stock or other
         securities, held by the Executive determined in accordance with the
         terms thereof,

                  (iv) for a period of six months following the Executive's
         death, continued medical benefit plan coverage (including dental and
         vision benefits if provided under the applicable plans) for the
         Executive's dependents, if any, under the Company's medical benefit
         plans upon substantially the same terms and conditions (including cost
         of coverage to the dependents) as is then in existence for other
         executives during the coverage period; PROVIDED, THAT, if the
         Executive's dependents cannot continue to participate in the Company
         plans providing such benefits, the Company shall otherwise provide such
         benefits on substantially the same after-tax basis as if continued
         participation had been permitted, and

                  (v) the vested accrued benefits, if any, under the employee
         benefit programs of the Company, as provided in Section 6, above,
         determined in accordance with the applicable terms and provisions of
         such programs.

                  (b) TERMINATION DUE TO DISABILITY. In the event the
Executive's employment hereunder is terminated due to his disability, as
determined under the Company's long-term disability plan, the Executive shall be
entitled, subject to Section 25 hereof, to:

                  (i) the Base Salary as provided in Section 4, above, through
         the end of the sixth month after the month in which the Executive's
         employment terminates due to disability, to be paid in accordance with
         the Company's regular payroll practices,




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                  (ii) any annual bonus awarded in accordance with the Company's
         bonus program but not yet paid under Section 5, to be paid at the time
         such bonus would otherwise be due under the applicable program, and
         reimbursement of business expenses incurred prior to termination of
         employment in accordance with Section 7 above,

                  (iii) within 45 days after the date of termination, a pro rata
         bonus for the year of termination in an amount determined by the
         Compensation Committee, but in no event less than a pro rata portion of
         the Executive's average annual bonus for the immediately preceding
         three years (or the period of the Executive's employment with the
         Company, if less),

                  (iv) the rights under any options to purchase equity
         securities of the Company or other rights with respect to equity
         securities of the Company, including any restricted stock or other
         securities, held by the Executive, determined in accordance with the
         terms thereof,

                  (v) for a period of six months following the termination of
         the Executive's employment, continued medical benefit plan coverage
         (including dental and vision benefits if provided under the applicable
         plans) for the Executive (and the Executive's dependents, if any) under
         the Company's medical benefit plans upon substantially the same terms
         and conditions (including cost of coverage to the Executive) as is then
         in existence for other executives during the coverage period; PROVIDED,
         THAT, if the Executive cannot continue to participate in the Company
         plans providing such benefits, the Company shall otherwise provide such
         benefits on substantially the same after-tax basis as if continued
         participation had been permitted; PROVIDED FURTHER, HOWEVER, that, in
         the event the Executive becomes reemployed with another employer and
         becomes eligible to receive medical benefits from such employer, the
         medical benefits described herein shall immediately cease, and

                  (vi) the vested accrued benefits, if any, under the employee
         benefit programs of the Company, as provided in Section 6 above,
         determined in accordance with the applicable terms and provisions of
         such programs.

                  (c) TERMINATION FOR CAUSE.

                  (i) The employment of the Executive under this Agreement may
be terminated by the Company for Cause, such termination to be effective upon
the Company giving the Executive written notice of termination in accordance
with the provisions of this Agreement. For this purpose, "Cause" shall mean:

                  (A) conviction of the Executive of a felony involving moral
         turpitude, dishonesty or laws to which the Company or its Affiliates
         are subject in connection with the conduct of its or their business;

                  (B) the Executive, in carrying out his duties for the Company
         under this Agreement, has been guilty of (1) willful misconduct or (2)
         substantial and continual refusal by the Executive to perform the
         duties assigned to the Executive pursuant to the terms hereof;
         PROVIDED, HOWEVER, that any act or failure to act by the Executive
         shall not



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         constitute Cause for purposes of this Section 8(c)(i)(B) if such act
         or failure to act was committed, or omitted, by the Executive in good
         faith and in a manner he reasonably believed to be in the overall best
         interests of the Company, as the case may be. The determination of
         whether the Executive acted in good faith and that he reasonably
         believed his action to be in the Company's overall best interest, as
         the case may be, will be in the reasonable judgment of the General
         Counsel of the Company or, if the General Counsel shall have an actual
         or potential conflict of interest, the Compensation Committee; or

                  (C) the Executive's continued willful refusal to obey any
         lawful policy or requirement duly adopted by the Company Board and the
         continuance of such refusal after receipt of written notice.

                  (ii) In the event of a termination for Cause under Section
8(c)(i), above, the Executive shall be entitled only to:

                  (A) Base Salary as provided in Section 4, above, at the rate
         in effect at the time of his termination of employment for Cause,
         through the date on which termination for Cause occurs, to be paid in
         accordance with the Company's regular payroll practices,

                  (B) the rights under any options to purchase equity securities
         of the Company or other rights with respect to equity securities of the
         Company, including any restricted stock or other securities, held by
         the Executive, determined in accordance with the terms thereof, and

                  (C) the vested accrued benefits, if any, under employee
         benefit programs of the Company, as provided in Section 6, above, and
         reimbursement of properly incurred unreimbursed business expenses under
         the business expense reimbursement program as described in Section 7,
         above, determined in accordance with the applicable terms and
         provisions of such employee benefit and expense reimbursement programs;
         PROVIDED that the Executive shall not be entitled to any such benefits
         unless the terms and provisions of such programs expressly state that
         the Executive shall be entitled thereto in the event his employment is
         terminated for Cause (as defined in this Agreement or otherwise).

                  (d) TERMINATION WITHOUT CAUSE.

                  (i) Anything in this Agreement to the contrary
notwithstanding, the Executive's employment may be terminated by the Company
without Cause as provided in this Section 8(d). A termination due to death or
disability, as described in Section 8(a) or (b), above, or a termination for
Cause, as described in Section 8(c), above, shall not be deemed a termination
without Cause under this Section 8(d). For the avoidance of doubt, if a notice
of non-renewal of this Agreement pursuant to Section 2 is issued by the Company
and, within six (6) months thereafter, a written notice is issued (x) by the
Company to the Executive of its intention to terminate the employment
relationship with Executive at the end of the term or (y) by the Executive to
the Company of Executive's intention to terminate the employment relationship
with the Company at the end of the term, the termination of the Executive's
employment at the end of the term shall be considered a termination by the
Company without Cause hereunder.



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                  (ii) in the event the Executive's employment is terminated by
the Company without Cause (x) prior to a Change in Control (other than as
provided in the last paragraph of Section 8(d)(iii), in which case the
provisions of Section 8(d)(iii) shall apply in lieu of this Section 8(d)(ii)) or
(y) following the Post-Change Period (as hereinafter defined), the Executive
shall be entitled, subject to Section 25 hereof, to:

                  (A) Base Salary as provided in Section 4, above, at the rate
          in effect at the time of his termination of employment without Cause,
          through the date on which termination without Cause occurs, to be paid
          in accordance with the Company's regular payroll practices,

                  (B) provided the Executive executes and does not revoke a
         general release of claims against the Company and its affiliates in
         form and substance satisfactory to the Company, a cash lump sum payment
         made within 30 days after termination of employment equal to (x) two
         times the Executive's annual Base Salary, at the annual rate in effect
         in accordance with Section 4, above, immediately prior to such
         termination and (y) one times the higher of the targeted annual bonus
         for the year of such termination, if any, or the average of the
         Executive's annual bonus payable by the Company for the three years
         immediately preceding the year of termination (or such shorter period
         during which the Executive has been employed by the Company),

                  (C) any annual bonus awarded in accordance with the Company's
         bonus program but not yet paid under Section 5, above, to be paid at
         the time such bonus would otherwise be due under the applicable
         program, and reimbursement of business expenses incurred prior to
         termination of employment in accordance with Section 7 above,

                  (D) the rights under any options to purchase equity securities
         of the Company or other rights with respect to equity securities of the
         Company, including any restricted stock or other securities, held by
         the Executive, determined in accordance with the terms thereof,

                  (E) for a period of twenty-four months following the
         termination of the Executive's employment, continued medical benefit
         plan coverage (including dental and vision benefits if provided under
         the applicable plans) for the Executive (and the Executive's
         dependents, if any) under the Company's medical benefit plans upon
         substantially the same terms and conditions (including cost of coverage
         to the Executive) as is then in existence for other executives during
         the coverage period; PROVIDED, THAT, if the Executive cannot continue
         to participate in the Company plans providing such benefits, the
         Company shall otherwise provide such benefits on substantially the same
         after-tax basis as if continued participation had been permitted;
         PROVIDED, HOWEVER, that, in the event the Executive becomes reemployed
         with another employer and becomes eligible to receive medical benefits
         from such employer, the medical benefits described herein shall
         immediately cease, and

                  (F) the vested accrued benefits, if any, under the employee
         benefit programs of the Company, as provided in Section 6 above,
         determined in accordance with the applicable terms and provisions of
         such programs.



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                  (iii) In the event the Executive's employment is terminated by
(x) the Company without Cause within the twenty-four month period following a
Change in Control (as defined in Exhibit A hereto) (the "Post-Change Period") or
(y) the Executive terminates his employment for "Good Reason" (as defined in
Exhibit B hereto) during the Post-Change Period, the Executive shall be entitled
to the following, paid in the case of amounts set forth in (A), (B), (C) and (D)
below, subject to Section 25 hereof, within 30 days after termination of
employment:

                  (A) Base Salary as provided in Section 4, above, at the rate
         in effect at the time of his termination of employment, through the
         date on which termination occurs,

                  (B) a cash lump sum payment equal to two times the Executive's
         annual Base Salary, at the rate in effect in accordance with Section 4,
         above, or immediately prior to such termination or Change in Control,
         whichever is greater,

                  (C) a cash lump sum payment equal to two times the average
         annual bonus awarded to the Executive by the Company in the three years
         prior to the year in which the Change in Control occurs (or shorter
         period during which the Executive had been employed by the Company);
         PROVIDED such bonuses shall be at least equal to the targeted annual
         bonus, if any, for the year of such termination,

                  (D) an amount equal to (i) the higher of (x) the bonus
         actually awarded to the Executive by the Company for the year
         immediately preceding the year in which the Change in Control occurs or
         (y) the targeted amount of bonus, if any, that would have been awarded
         to the Executive in respect of the year in which the termination of
         employment occurs, multiplied by (ii) a fraction, the numerator of
         which is the number of months or fraction thereof in which the
         Executive was employed by the Company in the year of termination of
         employment, and the denominator of which is 12,

                  (E) options to purchase equity securities of the Company or
         other rights with respect to equity securities of the Company held by
         the Executive shall immediately vest in full and shall continue to be
         exercisable for three years from the date of termination of employment,
         notwithstanding the Executive's termination of employment, or the
         original full term of the option or other right, if shorter,

                  (F) for a period of twenty-four months following the
         termination of the Executive's employment, continued medical benefit
         plan coverage (including dental and vision benefits if provided under
         the applicable plans) for the Executive (and the Executive's
         dependents, if any) under the Company's medical benefit plans upon
         substantially the same terms and conditions (including cost of coverage
         to the Executive) as is then in existence for other executives during
         the coverage period; PROVIDED, THAT, if the Executive cannot continue
         to participate in the Company plans providing such benefits, the
         Company shall otherwise provide such benefits on substantially the same
         after-tax basis as if continued participation had been permitted;
         PROVIDED, HOWEVER, that, in the event the Executive becomes reemployed
         with another employer and becomes eligible to receive medical benefits
         from such employer, the medical benefits described herein shall
         immediately cease, and




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                  (G) full and immediate vesting under the Company's retirement
         plans as of the date of termination, to the extent permitted by
         applicable law; PROVIDED, HOWEVER, that if such full and immediate
         vesting cannot be provided under a retirement plan under applicable
         law, then economically equivalent benefits, determined on an after tax
         basis to the Executive, shall be provided through arrangements outside
         the applicable retirement plan.

                  Anything in this Agreement to the contrary notwithstanding,
the Executive shall be entitled to the benefits described in (A)-(G) above, if
the Executive's employment with the Company is terminated by the Company (other
than for Cause) within one year prior to the date on which a Change in Control
occurs, and it is reasonably demonstrated that such termination (i) was at the
request of a third party who has taken steps reasonably calculated or intended
to effect the Change in Control or (ii) otherwise arose in connection with or
anticipation of the Change in Control; PROVIDED, HOWEVER, that in such event,
amounts will be payable hereunder only following the Change in Control (and,
subject to Section 25 hereof, within 10 days thereafter).

                  (iv) If, in situations where Section 8(d)(iii) does not apply,
at any time during the term of the Executive's employment hereunder, duties are
assigned to the Executive that are materially inconsistent with his position, or
the Company does not cure any material breach by it of any provision of Sections
4 through 7 of this Agreement within 30 calendar days following written notice
of same by the Executive (which written notice must be given within 30 calendar
days after such breach), the Executive shall have the right to terminate his
employment within 30 calendar days of the Company's failure to rescind such
assignment in accordance with the proviso below or of such failure to cure a
breach, as the case may be, and such termination shall be deemed a termination
by the Company without Cause under Section 8(d)(ii), above, PROVIDED, in the
case of assignment of inconsistent duties, the Executive shall have given the
Company written notice of his decision within 30 calendar days of such
assignment and shall not, within 30 calendar days thereafter, have had the
assignment of inconsistent duties rescinded.

                  (e) VOLUNTARY TERMINATION BY THE EXECUTIVE. The Executive may
voluntarily terminate his employment prior to the expiration of the term of this
Agreement upon at least three months' prior written notice to the Company. Such
termination shall constitute a voluntary termination and, except as provided in
Section 8(d)(iii) or Section 8(d)(iv), above, in such event the Executive shall
be limited to the same rights and benefits as applicable to a termination by the
Company for Cause as provided in Section 8(c), above. A voluntary termination in
accordance with this Section 8(e) shall not be deemed a breach of this
Agreement. A termination of the Executive's employment due to disability or
death as described in Section 8(b) or 8(a), above, a termination by the
Executive which the Executive is entitled to treat as a termination by the
Company pursuant to Section 8(d), above, or a termination by the Executive under
Section 8(d)(iv), above, shall not be deemed a voluntary termination within the
meaning of this Section 8(e).

                  9. EXCISE TAX PAYMENTS.

                  (a) Anything in this Agreement to the contrary
notwithstanding, in the event it shall be determined that (i) any payment or
distribution made, or benefit provided (including, without limitation, the
acceleration of any payment, distribution or benefit or accelerated vesting



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or exercisability of any award) by the Company, any acquirer or any party
related to the Company or the acquirer to or for the benefit of the Executive
(whether paid or payable or distributed or distributable pursuant to the terms
of this Agreement or otherwise, but determined without regard to any additional
payments required under this Section 9) (a "Payment") would be subject to the
excise tax imposed by Section 4999 of the Code (or any successor provision or
similar excise tax), or any interest or penalties are incurred by the Executive
with respect to such excise tax (such excise tax, together with any such
interest and penalties, are hereinafter collectively referred to as the "Excise
Tax"), (ii) the aggregate amount of the Executive's Parachute Payments (as
defined in Section 280G(b)(2)(A) of the Code) is less than 3.25 times the
Executive's Base Amount (as defined in Section 280G(b)(3)(A) of the Code), and
(iii) no such Payment would be subject to the Excise Tax if the payments set
forth in Section 8(d)(iii)(B) and (C) hereof were each reduced by up to 20
percent, then the payments set forth in Section 8(d)(iii)(B) and (C) will each
be reduced to the smallest extent possible (and in no event by more than 20
percent in the aggregate) such that no Payment is subject to the Excise Tax.

                  (b) Anything in this Agreement to the contrary
notwithstanding, in the event it shall be determined that (i) the aggregate
amount of the Executive's Parachute Payments equals or exceeds 3.25 times the
Executive's Base Amount, (ii) the aggregate amount of the Executive's Parachute
Payments is less than 3.25 times the Base Amount but one or more Payments would
be subject to the Excise Tax even if the payments set forth in Section
8(d)(iii)(B) and (C) hereof were each reduced by 20 percent, or (iii)
notwithstanding a reduction in payments pursuant to Section 9(a) above, an
Excise Tax is payable by the Executive on one or more Payments, then, in any
such case, Payments shall not be reduced and the Executive shall be entitled to
receive an additional payment (a "Gross-Up Payment") in an amount such that
after payment by the Executive of all taxes (including any income or Excise Tax)
imposed upon the Gross-Up Payment and any interest or penalties imposed with
respect to such taxes, the Executive retains from the Gross-Up Payment an amount
equal to the Excise Tax imposed upon the Payments.

                  (c) Subject to the provisions of Section 9(d), all
determinations required to be made under this Section 9, including determination
of whether a Gross-Up Payment is required and of the amount of any such Gross-Up
Payment, shall be made by a nationally recognized public accounting firm
selected by the Company (the "Accounting Firm") which shall provide detailed
supporting calculations both to the Company and the Executive within l5 business
days of the date of termination of the Executive's employment, if applicable, or
such earlier time as is reasonably requested. The initial Gross-Up Payment, if
any, as determined pursuant to this Section 9(c), shall be paid to the Executive
within five business days of the receipt of the Accounting Firm's determination.
If the Accounting Firm determines that no Excise Tax is payable by the
Executive, it shall furnish the Executive with a written opinion that he has
substantial authority not to report any Excise Tax on his Federal income tax
return. Any determination by the Accounting Firm meeting the requirements of
this Section 9(c) shall be binding upon the Company and the Executive, subject
only to payments pursuant to the following sentence based on a determination
that additional Gross-Up Payments should have been made, consistent with the
calculations required to be made hereunder (the amount of such additional
payments are referred to herein as the "Gross-Up Underpayment"). In the event
that the Company exhausts its remedies pursuant to Section 9(d) and the
Executive thereafter is required to make a payment of any Excise Tax, the
Accounting Firm shall determine the amount of the Gross-Up Underpayment that has
occurred and any such Gross-Up Underpayment shall be promptly paid by the
Company to




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or for the benefit of the Executive. The fees and disbursements of the
Accounting Firm shall be paid by the Company.

                  (d) The Executive shall notify the Company in writing of any
claim by the United States Internal Revenue Service that, if successful, would
require the payment by the Executive of any Excise Tax and, therefore, the
payment by the Company of a Gross-Up Payment. Such notification shall be given
as soon as practicable but not later than 30 business days after the Executive
receives written notice of such claim and shall apprise the Company of the
nature of such claim and the date on which such claim is requested to be paid.
The Executive shall not pay such claim prior to the expiration of the 30-day
period following the date on which he gives such notice to the Company (or such
shorter period ending on the date that any payment of taxes with respect to such
claim is due). If the Company notifies the Executive in writing prior to the
expiration of such period that it desires, in good faith, to contest such claim
(which notice shall set forth the bases for such contest) and that it will bear
the costs and provide the indemnification as required by this sentence, the
Executive shall, in good faith:

                  (i) give the Company any information reasonably requested by
         the Company relating to such claim,

                  (ii) take such action in connection with contesting such claim
         as the Company shall, in good faith, reasonably request in writing from
         time to time, including, without limitation, accepting legal
         representation with respect to such claim by an attorney selected by
         the Company and reasonably acceptable to the Executive,

                  (iii) cooperate with the Company in good faith in order
         effectively to contest such claim, and

                  (iv) permit the Company to participate, in good faith, in any
         proceedings relating to such claim;

PROVIDED, HOWEVER, that the Company shall bear and pay directly all costs and
expenses (including additional interest and penalties) incurred in connection
with such contest and shall indemnify and hold the Executive harmless, on an
after-tax basis to the Executive, for any Excise Tax or income tax, including
interest and penalties with respect thereto, imposed as a result of such
representation and payment of all costs and expenses.

                  Without limitation on the foregoing provisions of this Section
9(d), the Company shall, exercising good faith, control all proceedings taken in
connection with such contest and, at its sole option (but in good faith), may
pursue or forego any and all administrative appeals, proceedings, hearings and
conferences with the taxing authority in respect of such claim and may, at its
sole option (but in good faith), either direct the Executive to pay the tax
claimed and sue for a refund or contest the claim in any permissible manner, and
the Executive agrees to prosecute such contest to a determination before any
administrative tribunal, in a court of initial jurisdiction and in one or more
appellate courts, as the Company shall determine; PROVIDED, HOWEVER, that if the
Company directs the Executive to pay such claim and sue for a refund, the
Company shall advance the amount of such payment to the Executive on an
interest-free basis and shall indemnify and hold the Executive harmless, on an
after-tax basis to the Executive, from any




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Excise Tax or income tax, including interest or penalties with respect thereto,
imposed with respect to such advance or with respect to any imputed income with
respect to such advance; AND FURTHER PROVIDED that any extension of the statute
of limitations relating to the payment of taxes for the taxable year of the
Executive with respect to which such contested amount is claimed to be due is
limited solely to such contested amount. Furthermore, the Company's control of
the contest shall be limited to issues with respect to which a Gross-Up Payment
would be payable hereunder and the Executive shall be entitled to settle or
contest, as the case may be, any other issue raised by the Internal Revenue
Service or any other taxing authority. If, after the receipt by the Executive of
an amount advanced by the Company pursuant to Section 9(d), the Executive
becomes entitled to receive any refund with respect to such claim, the Executive
shall (subject to the Company's complying with the requirements of Section 9(d))
promptly pay to the Company, as the case may be, the amount of such refund
(together with any interest paid or credited thereon after taxes applicable
thereto). If, after the receipt by the Executive of an amount advanced by the
Company pursuant to Section 9(d), a determination is made that the Executive
shall not be entitled to any refund with respect to such claim and the Company
does not notify the Executive in writing of its intent to contest such denial of
refund prior to the expiration of 30 days after such determination, then any
obligation of the Executive to repay such advance shall be forgiven and the
amount of such advance shall offset, to the extent thereof, the amount of
Gross-Up Payment required to be paid.

                  Notwithstanding any provision herein to the contrary, the
Executive's failure to strictly comply with the notice provisions set forth in
this Section 9, so long as such failure does not prevent the Company from
contesting an excise tax claim, shall not adversely affect the Executive's
rights under this Section 9. All payments shall be subject to Section 25 hereof
and any amount advanced shall be deemed a nonrefundable payment to the extent a
refundable advance would be a violation of the Sarbanes-Oxley Act.

                  10. NO MITIGATION; NO OFFSET.

                  In the event of any termination of employment under Section 8,
above, the Executive shall be under no obligation to mitigate damages or seek
other employment, and, except as expressly set forth herein, there shall be no
offset against amounts due the Executive under this Agreement on account of any
remuneration attributable to any subsequent employment that he may obtain.

                  11. NONCOMPETITION AND NONSOLICITATION.

                  The Executive represents and warrants that, to the best of his
knowledge, he is not using the confidential or proprietary information of any
other person in violation of any agreement or rights of others known to him. The
Executive agrees that the products of the Company and its Affiliates shall
constitute the exclusive property of the Company and its Affiliates.

                  For the avoidance of doubt, all trademarks, policy language or
forms, products or services (including products and services under development),
trade names, trade secrets, service marks, designs, computer programs and
software, utility models, copyrights, know-how and confidential information,
applications for registration of any of the foregoing and the right to apply for
them in any part of the world (whether any of the foregoing shall be registered
or




                                      -11-




<PAGE>


unregistered) created or discovered or participated in by the Executive during
the course of his employment (whether or not pursuant to the terms of this
Agreement) or under the instructions of the Company or its Affiliates are and
shall be the absolute property of the Company and its Affiliates, as
appropriate. Without limiting the foregoing, the Executive hereby assigns to the
Company any and all of the Executive's right, title and interest, if any,
pertaining to the insurance and reinsurance (including, without limitation,
finite insurance and reinsurance), risk assumption, risk management, brokerage,
financial and other products or services developed or improved upon by the
Executive (including, without limitation, any related "know-how") while employed
by the Company or its Affiliates, including any patent, trademark, trade name,
copyright, ownership or other right that may pertain thereto.

                  Since Executive has obtained and is likely to obtain in the
course of Executive's employment with the Company and its Affiliates knowledge
of trade names, trade secrets, know-how, products and services (including
products and services under development), techniques, methods, lists, computer
programs and software and other confidential information relating to the Company
and its Affiliates, and their employees, clients, business or business
opportunities, Executive hereby undertakes that:

                  (i) Executive will not (either alone or jointly with or on
         behalf of others and whether directly or indirectly) encourage, entice,
         solicit or endeavor to encourage, entice or solicit away from
         employment with the Company or its Affiliates, or hire or cause to be
         hired, any officer or employee of the Company or its Affiliates (or any
         individual who was within the prior twelve months an officer or
         employee of the Company or its Affiliates), or encourage, entice,
         solicit or endeavor to encourage, entice or solicit any individual to
         violate the terms of any employment agreement or arrangement between
         such individual and the Company or any of its Affiliates;

                  (ii) Executive will not (either alone or jointly with or on
         behalf of others and whether directly or indirectly) interfere with or
         disrupt or seek to interfere with or disrupt (A) the relationships
         between the Company and its Affiliates, on the one hand, and any
         customer or client of the Company and its Affiliates, on the other
         hand, (including any insured or reinsured party) who during the period
         of twenty-four months immediately preceding such termination shall have
         been such a customer or client, or (B) the supply to the Company and
         its Affiliates of any services by any supplier or agent or broker who
         during the period of twenty-four months immediately preceding such
         termination shall have supplied services to any such person, nor will
         Executive interfere or seek to interfere with the terms on which such
         supply or agency or brokering services during such period as aforesaid
         have been made or provided; and

                  (iii) Executive will not (either alone or jointly with or on
         behalf of others and whether directly or indirectly) whether as an
         employee, consultant, partner, principal, agent, distributor,
         representative or stockholder (except solely as a less than one percent
         stockholder of a publicly traded company), engage in any activities in
         Bermuda, the United States or greater London if such activities are
         competitive with the businesses that (i) are then being conducted by
         the Company or its Affiliates and (ii) during the period of the
         Executive's employment were either being conducted by the Company or
         its Affiliates or actively being developed by the Company or its
         Affiliates.



                                      -12-




<PAGE>


                  The provisions of the immediately preceding sentence shall
continue as long as the Executive is employed by the Company or its Affiliates
and such provisions shall continue in effect after such employment is terminated
for any reason until the first anniversary of such termination, provided that if
such employment is terminated by the Company under Section 8(d)(iii) or by the
Executive under Section 8(d)(iii), the provisions of clauses (ii) and (iii)
shall automatically terminate upon such termination of employment, unless the
Company elects, in writing, upon such termination to continue the provisions of
clauses (ii) and (iii) in effect through the six-month anniversary of such
termination of employment in which case the Company shall be obligated to pay
the Executive, in addition to any of the Executive's rights under Section
8(d)(iii), a lump sum payment equal to the sum of (x) six months of his Base
Salary and (y) one half of the Executive's average annual bonus payable by the
Company or its subsidiaries for the three years (or shorter period of employment
by any of such entities) immediately preceding the year of termination, and such
lump sum payment shall be made within 30 days following termination of
employment.

                  For purposes of this Agreement, an "Affiliate" of the Company
includes any person, directly or indirectly, through one or more intermediaries,
controlling, controlled by, or under common control with the Company, and such
term shall specifically include, without limitation, the Company's
majority-owned subsidiaries.

                  The limitations on the Executive set forth in this Section
shall also apply to any agent or other representative acting on behalf of
Executive.

                  While the restrictions aforesaid are considered by both
parties to be reasonable in all the circumstances it is recognized that
restrictions of the nature in question may fail for reasons unforeseen and
accordingly it is hereby declared and agreed that if any of such restrictions or
the geographic or other scope thereof shall be adjudged to be void as going
beyond what is reasonable in the circumstances for the protection of the
interests of the Company and its Affiliates but would be valid if part of the
wording thereof were deleted and/or the periods (if any) thereof reduced and/or
geographic or other area dealt with thereby reduced in scope then said
restrictions shall apply with such modifications as may be necessary to make
them valid and effective.

                  Nothing contained in this Section 11 shall limit in any manner
any additional obligations to which Executive may be bound pursuant to any other
agreement or any applicable law, rule or regulation and Section 11 shall apply,
subject to its terms, after employment has terminated for any reason.

                  12. CONFIDENTIAL INFORMATION.

                  The Executive covenants that he shall not, without the prior
written consent of the Company, use for the Executive's own benefit or the
benefit of any other person or entity other than the Company and its Affiliates
or disclose to any person, other than an employee of the Company or other person
to whom disclosure is necessary to the performance by the Executive of his
duties in the employ of the Company, any confidential, proprietary, secret, or
privileged information about the Company or its Affiliates or their business or
operations, including, but not limited to, information concerning trade secrets,
know-how, software, data processing systems,




                                      -13-




<PAGE>


policy language and forms, inventions, designs, processes, formulae, notations,
improvements, financial information, business plans, prospects, referral
sources, lists of suppliers and customers, legal advice and other information
with respect to the affairs, business, clients, customers, agents or other
business relationships of the Company or its Affiliates. Executive shall hold in
a fiduciary capacity for the benefit of the Company all secret, confidential
proprietary or privileged information or data relating to the Company or any of
its Affiliates or predecessor companies, and their respective businesses, which
shall have been obtained by Executive during his employment, unless and until
such information has become known to the public generally (other than as a
result of unauthorized disclosure by the Executive) or unless he is required to
disclose such information by a court or by a governmental body with apparent
authority to require such disclosure. The foregoing covenant by the Executive
shall be without limitation as to time and geographic application and this
Section 12 shall apply in accordance with its terms after employment has
terminated for any reason. The Executive acknowledges and agrees that he shall
have no authority to waive any attorney-client or other privilege without the
express prior written consent of the Compensation Committee as evidenced by the
signature of the Company's General Counsel.

                  13. WITHHOLDING.

                  Anything in this Agreement to the contrary notwithstanding,
all payments required to be made by the Company hereunder to the Executive shall
be subject to withholding of such amounts relating to taxes as the Company may
reasonably determine should be withheld pursuant to any applicable law or
regulation. In lieu of withholding such amounts, in whole or in part, the
Company may, in its sole discretion, accept other provision for payment of taxes
as required by law, provided it is satisfied that all requirements of law
affecting its responsibilities to withhold such taxes have been satisfied.

                  14. GUARANTY AND AFFILIATE SERVICES.

                  (a) LIABILITY. Each of XL Insurance Ltd and XL Re Ltd
(together, the "Guarantors") hereby agrees to be jointly and severally liable
together with the Company, for the performance of all obligations and duties,
and the payment of all amounts, due to the Executive under this Agreement.

                  (b) RESPONSIBILITY. All of the other terms and provisions of
this Agreement relating to the Executive's employment b the Company shall
likewise apply mutatis mutandis to the Executive's employment by any of its
Affiliates, it being understood that if the Executive's employment with the
Company is terminated, his employment with its Affiliates shall also be
terminated and the Executive shall be required to resign immediately from all
directorships and other positions held by the Executive in the Company and its
Affiliates or in any other entities in respect of which the Executive was acting
as a representative or designee of the Company or its Affiliates in connection
with his employment.

                  15. ENTIRE AGREEMENT.

                  This Agreement, together with the Exhibits, contains the
entire agreement between the Parties concerning the subject matter hereof and
supersedes all prior agreements,





                                      -14-




<PAGE>


understandings, discussions, negotiations and undertakings, whether written or
oral, between the Company and the Executive with respect thereto.

                  16. ASSIGNABILITY; BINDING NATURE.

                  This Agreement shall be binding upon and inure to the benefit
of the Parties and their respective successors, heirs and assigns. No rights or
obligations of the Executive under this Agreement may be assigned or transferred
by the Executive other than his right to compensation and benefits hereunder,
which may be transferred by will or operation of law subject to the limitations
of this Agreement. No rights or obligations of the Company under this Agreement
may be assigned or transferred by the Company except that such rights or
obligations may be assigned or transferred pursuant to a merger or consolidation
or amalgamation or scheme of arrangement in which the Company is not the
continuing entity, or the sale or liquidation of all or substantially all of the
assets of the Company, provided that the assignee or transferee is the successor
to all or substantially all of the assets of the Company and such assignee or
transferee assumes by operation of law or in writing duly executed by the
assignee or transferee all of the liabilities, obligations and duties of the
Company, as contained in this Agreement, either contractually or as a matter of
law.

                  17. INDEMNIFICATION.

                  The Executive shall be provided indemnification by the Company
to the maximum extent permitted by applicable law and its charter documents. In
addition, he shall be covered by a directors' and officers' liability policy
with coverage for all directors and officers of the Company in an amount equal
to at least US $75,000,000. Such directors' and officers' liability insurance
shall be maintained in effect for a period of six years following termination of
the Executive's employment for any reason other than pursuant to Section 8(c) or
Section 8(e) hereof.

                  18. SETTLEMENT OF DISPUTES.

                  (a) Any dispute between the Parties arising from or relating
to the terms of this Agreement or the Executive's employment with the Company or
its Affiliates shall, except as provided in Section 18(b) or Section 18(c), be
resolved by binding arbitration held in New York City in accordance with the
rules of the American Arbitration Association.

                  (b) Executive acknowledges that the Company and its Affiliates
will suffer irreparable injury, not readily susceptible of valuation in monetary
damages, if Executive breaches his obligations under Section 11 or 12.
Accordingly, Executive agrees that the Company and its Affiliates will be
entitled, in addition to any other available remedies, to obtain injunctive
relief against any breach or prospective breach by Executive of his obligations
under Section 11 or 12 in any Federal or state court sitting in the City and
State of New York or court sitting in Bermuda or the United Kingdom, or, at the
Company's or any Affiliate's election, in any other jurisdiction in which
Executive maintains his residence or his principal place of business. Executive
hereby submits to the non-exclusive jurisdiction of all those courts for the
purposes of any actions or proceedings instituted by the Company or its
Affiliates to obtain such injunctive relief, and Executive agrees that process
in any or all of those actions or proceedings may be served by




                                      -15-




<PAGE>


registered mail or delivery, addressed to the last address of Executive known to
the Company or its Affiliates, or in any other manner authorized by law.
Executive further agrees that, in addition to any other remedies available to
the Company or its Affiliates by operation of law or otherwise, because of any
breach by Executive of his obligations under Section 11 or 12 he will forfeit
any and all bonus and rights to any payments to which he might otherwise then be
entitled by virtue hereof and such payments may be suspended so long as any good
faith dispute with respect thereto is continuing; PROVIDED, HOWEVER, that
payments, benefits and other rights and privileges of the Executive under this
Agreement following termination of the Executive's employment during a
Post-Change Period shall not be forfeited, suspended, offset, diminished or
otherwise altered in any way on account of any breach or prospective breach of
Section 11, Section 12 or any other provision of this Agreement alleged by the
Company.

                  (c) Notwithstanding any other provision of this Agreement, the
Executive may elect to resolve any dispute involving a breach or alleged breach
of this Agreement following termination of the Executive's employment during a
Post-Change Period in any Federal or State court sitting in the City and State
of New York or court sitting in Bermuda or the United Kingdom. The Company and
the Guarantors hereby submit to the non-exclusive jurisdiction of all those
courts for the purposes of any such actions or proceedings instituted by the
Executive, and the Company and the Guarantors agree that process in any or all
of such actions or proceedings may be served by registered mail or delivery,
addressed to the Company as set forth in Section 20, or in any other manner
authorized by law. The Company and the Guarantors shall pay all costs associated
with any court proceeding under this Section 18(c) without regard to the outcome
of such proceeding, including all legal fees and expenses of the Executive, who
shall be reimbursed for all such costs promptly upon written demand therefor by
the Executive.

                  (d) Each Party shall bear its own costs incurred in connection
with any proceeding under Sections 18(a) or 18(b) hereof, including all legal
fees and expenses: PROVIDED, HOWEVER, that the Company shall bear all such costs
of the Executive (to the extent such costs are reasonable) if the Executive
substantially prevails in the proceeding. The Executive shall be reimbursed by
the Company for all such reasonable costs promptly upon written demand therefor
by the Executive which is made within a reasonable time following the proceeding
and is supported by documentation of such costs.

                  19. AMENDMENT OR WAIVER.

                  No provision in this Agreement may be amended unless such
amendment is agreed to in writing, signed by the Executive and by a duly
authorized officer of the Company and the Guarantors. No waiver by any Party of
any breach by the other Party of any condition or provision of this Agreement to
be performed by such other Party shall be deemed a waiver of a similar or
dissimilar condition or provision at the same or any prior or subsequent time.
Except as set forth in Section 8(d)(iv) or Exhibit B, any waiver must be in
writing and signed by the Executive or a duly authorized officer of the Company
and the Guarantors, as the case may be.

                  20. NOTICES.

                  Any notice required or permitted to be given under this
Agreement shall be in writing and shall be deemed to have been given when
delivered personally or sent by courier, or





                                      -16-




<PAGE>


by certified or registered mail, postage prepaid, return receipt requested, duly
addressed to the Party concerned at the address indicated below or to such
changed address as such Party may subsequently by similar process give notice
of:

                  If to the Company:

                           XL Capital Ltd
                           One Bermudiana Road
                           Hamilton HM11, Bermuda
                           Att'n:  General Counsel

                  If to the Executive:

                  To the last address delivered to the Company by the Executive
                  in the manner set forth herein.

                  21. SEVERABILITY.

                  In the event that any' provision or portion of this Agreement
shall be determined to be invalid or unenforceable for any reason, in whole or
in part, the remaining provisions of this Agreement shall be unaffected thereby
and shall remain in full force and effect to the fullest extent permitted by
law.

                  22. SURVIVORSHIP.

                  The respective rights and obligations of the Parties shall
survive any termination of this Agreement to the extent necessary to the
intended preservation of such rights and obligations.

                  23. REFERENCE.

                  In the event of the Executive's death or a judicial
determination of his incompetence, reference in this Agreement to the Executive
shall be deemed, where appropriate, to refer to his estate or other legal
representative.

                  24. GOVERNING LAW.

                  This Agreement shall be governed by and construed and
interpreted in accordance with the laws of the State of New York without
reference to the principles of conflict of laws.

                  25. SECTION 409A.

                  (a) It is intended that this Agreement will comply with
Section 409A of the Code (and any regulations and guidelines issued thereunder)
to the extent the Agreement is subject thereto, and the Agreement shall be
interpreted on a basis consistent with such intent. If an amendment of the
Agreement is necessary in order for it to comply with Section 409A, the





                                      -17-


<PAGE>


parties hereto will negotiate in good faith to amend the Agreement in a manner
that preserves the original intent of the parties to the extent reasonably
possible.

                  (b) Notwithstanding any provision to the contrary in this
Agreement, if the Executive is deemed on the Date of Termination to be a
"specified employee" within the meaning of that term under Code Section
409A(a)(2)(B), then with regard to any payment or the provisions of any benefit
that is required to be delayed pursuant to Code Section 409A(a)(2)(B), such
payment or benefit shall not be made or provided prior to the earlier of (i) the
expiration of the six (6)-month period measured from the date of his "separation
from service" (as such term is defined in Treasury Regulations issued under Code
Section 409A), or (ii) the date of his death (the "Delay Period"). Upon the
expiration of the Delay Period, all payments and benefits delayed pursuant to
this Section 25 (whether they would have otherwise been payable in a single sum
or in installments in the absence of such delay) shall be paid or reimbursed to
the Executive in a lump sum, and any remaining payments and benefits due under
this Agreement shall be paid or provided in accordance with the normal payment
dates specified for them herein. Notwithstanding the foregoing, to the extent
that the foregoing applies to the provision of any ongoing welfare benefits to
the Executive that would not be required to be delayed if the premiums therefor
were paid by the Executive, the Executive shall pay the full costs of premiums
for such welfare benefits during the Delay Period and the Company shall pay the
Executive an amount equal to the amount of such premiums paid by the Executive
during the Delay Period promptly after its conclusion. In no case will
compliance with this Section 25 by the Company constitute a breach of the
Company's or the Guarantors' obligations under this Agreement.

                  26. HEADINGS.

                  The heading of the sections contained in this Agreement are
for convenience only and shall not be deemed to control or affect the meaning or
construction of any provision of this Agreement.

                  27. COUNTERPARTS.

                  This Agreement may be executed in one or more counterparts.




                                      -18-


<PAGE>


                  IN WITNESS WHEREOF, the undersigned have executed this
Agreement as of the date first written above.


                                 JAMES H. VEGHTE


                                 By:  /s/ James H. Veghte
                                     ------------------------------------------

                                 XL CAPITAL LTD


                                 By:  /s/ Kirstin R. Gould
                                     ------------------------------------------



                                 GUARANTORS:

                                 XL INSURANCE LTD


                                 By:  /s/ Kirstin R. Gould
                                     ------------------------------------------


                                 XL RE LTD


                                 By:  /s/ Kirstin R. Gould
                                     ------------------------------------------


                                      -19-


<PAGE>



                                                                       EXHIBIT A

                                CHANGE IN CONTROL

                  A "Change in Control" shall be deemed to have occurred:

                           (i) any person (which, for all purposes hereof, shall
         include, without limitation, an individual, sole proprietorship,
         partnership, unincorporated association, unincorporated syndicate,
         unincorporated organization, trust, body corporate and a trustee,
         executor, administrator or other legal representative) (a "Person") or
         any group, as defined in Sections 13(d) or 14(d) of the United States
         Securities Exchange Act of 1934 (other than a group of which the
         Executive is a member or which has been organized by the Executive),
         becomes the beneficial owner, directly or indirectly, of securities of
         the Company representing, or acquires the right to control or direct,
         or to acquire through the conversion of securities or the exercise of
         warrants or other rights to acquire securities, 30% or more of either
         (I) the outstanding Ordinary Shares of the Company, (II) the
         outstanding securities of the Company having a right to vote in the
         election of directors, or (III) the combined voting power of the
         outstanding securities of the Company having a right to vote in the
         election of directors; or

                           (ii) if there shall be elected or appointed to the
         Board of Directors of the Company (the "Board") any director or
         directors whose appointment or election by the Board or nomination for
         election by the Company's shareholders was not approved by a vote of at
         least a majority of the directors then still in office who were either
         directors on the date of execution of this Agreement or whose election
         or appointment or nomination for election was previously so approved;
         or

                           (iii) upon consummation of a reorganization, scheme
         of arrangement, merger, consolidation, combination, amalgamation,
         corporate restructuring, liquidation, winding up, exchange of
         securities, or similar transaction (each, an "Event"), in each case, in
         respect of which the beneficial owners of the outstanding Company
         Ordinary Shares immediately prior to such Event do not, following such
         Event, beneficially own, directly or indirectly, more than 60% of each
         of the outstanding equity share capital, and the combined voting power
         of the then outstanding voting securities entitled to vote in the
         election of the directors, of the Company and any resulting entity, in
         substantially the same proportions as their ownership, immediately
         prior to such Event, of the Ordinary Shares and voting power of the
         Company; or

                           (iv) if there occurs an Event involving the Company
         as a result of which 25% of more of the members of the Board of the
         Company are not persons who were members of the Board immediately prior
         to the earlier of (x) the Event, (y) execution of an agreement, the
         consummation of which would result in the Event, or (z) announcement by
         the Company of an intention to effect the Event; or

                           (v) if the Board adopts a resolution to the effect
         that, for purposes of this Agreement, a Change in Control has occurred.



<PAGE>


                                                                       EXHIBIT B

                                   GOOD REASON

                  For purposes of this Agreement, "Good Reason" shall mean any
of the following, unless done with the prior express written consent of the
Executive:

                           (i) (A) The assignment to Executive of duties
         inconsistent with Executive's position (including duties,
         responsibilities, status, titles or offices as set forth in Section 3
         hereof); or (B) any elimination, diminution or reduction of Executive's
         duties or responsibilities except in connection with the termination of
         Executive's employment for Cause, disability or as a result of
         Executive's death or by Executive other than for Good Reason; and for
         purposes for this clause (i), the determination of whether there has
         been a reduction of duties or responsibilities or an assignment of
         duties inconsistent with the Executive's position shall take into
         account the Executive's duties, responsibilities and position with the
         ultimate parent of the parent/subsidiary group as a whole which
         includes the Company;

                           (ii) The (A) reduction in Executive's Base Salary
         from the level in effect immediately prior to the Change in Control, or
         (B) payment of an annual bonus in an amount less than the lesser of (x)
         the most recent annual bonus paid prior to the Change in Control or (y)
         the greater of (I) the most recent target bonus, if any, established
         prior to the Change in Control or (II) the annual average bonus paid
         for the preceding three complete years prior to the Change in Control
         (or such lesser number of complete years as the Executive shall have
         been employed by the Company);

                           (iii) The failure by the Company or the Guarantors to
         obtain the specific written assumption of this Agreement by any
         successor or assign of the Company or the Guarantors or any person
         acquiring substantially all of the Company's or the Guarantors' assets;

                           (iv) Any breach by the Company or the Guarantors of
         any provision of this Agreement or any agreements entered into pursuant
         thereto that remains uncured for 20 calendar days following written
         notice of same by the Executive;

                           (v) Notwithstanding the provisions of Section 3(b) of
         this Agreement, requiring the Executive to be based at any office or
         location that is greater than 35 miles from the office or location at
         which the Executive was principally located immediately prior to the
         Change in Control;

                           (vi) During the Post-Change Period, (A) the failure
         to continue in effect any compensation or incentive plan in which
         Executive participates immediately prior to the time of the Change in
         Control unless an equitable arrangement (embodied in an ongoing
         substitute or alternative plan providing Executive with at least the
         same aggregate economic opportunity on an after-tax basis available to
         the Executive immediately prior to the Change in Control) has been made
         with respect to such plan in connection with the Change in Control, or
         the failure to continue Executive's participation therein on
         substantially the same basis both in terms of the amount of benefits
         provided



<PAGE>


         and the level of his participation relative to other participants, as
         existed at the time of the Change in Control; or (B) the failure to
         continue to provide Executive with benefits and coverage at least as
         favorable in the aggregate as those enjoyed by him under the Company's
         pension, life insurance, medical, health and accident, disability,
         deferred compensation or savings plans in which he was participating
         at the time of the Change in Control; or

                           (vii) The failure by the Company to pay within 7
         calendar days of the due date any amounts due under any benefit or
         compensation plan, including any deferred compensation plan.

Notwithstanding any provision in this Agreement to the contrary, the Executive
must give written notice of his intention to terminate his employment for Good
Reason within sixty (60) days after the act or omission which constitutes Good
Reason, and any failure to give such written notice within such period will
result in a waiver by the Executive of his right to terminate for Good Reason as
a result of such act or omission.

                                      -2-