Exhibit 10.1


                              EMPLOYMENT AGREEMENT
                           dated as of ______________)


     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
________________ (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.

     Subject to Section 3(d) below, 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.

     Subject to Section 3(d) below, 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
___________________________ of the Company. In such position, the Executive
shall have the duties, responsibilities and authority normally associated with
the office, position and


<PAGE>
                                      -2-


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 addition, the Executive shall also serve as a Director of the
Company.] In carrying out his duties and responsibilities, the Executive shall
report to __________________________. 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.

     (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 [; provided, however, that such services
will be performed outside the United States and in accordance with the
guidelines established by the Company from time to time for the location of the
performance of services on behalf of the Company and its subsidiaries.](1) 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.

     (c) [WORK PERMITS. The employment of the Executive by the Company shall be
contingent upon the issuance to the Executive of a suitable (for the purposes of
the Executive's contemplated employment by the Company) work permit by the
Bermuda government authorities and any other permits required by any Bermuda
government authority. Both the Company and the Executive shall use their
respective best efforts to obtain, maintain and renew said permit(s) so as to
allow the Executive to be employed under the terms hereof. The Company shall be
responsible for permit fees. If at any time said permit(s), having been
obtained, expire and are not renewed or cease to be valid and such renewal or
validation is necessary in order for the Executive to be employed by the Company
as contemplated by this Agreement and the non-renewal or invalidation is beyond
the control of both the Company and the Executive, employment under this
Agreement shall terminate immediately upon the expiration of said permit(s) or
upon said permit(s) ceasing to be valid unless the Executive can discharge his
duties and responsibilities effectively from another location not requiring said
permit(s) that is reasonably acceptable to the Executive and non-prejudicial to
the interests of the Company. In the event of such termination, the provisions
of Section 8(d) shall apply to such termination of the Executive's employment
(or, if within (i) the one-year

----------

1    Insert for Bermuda-based executives.

<PAGE>
                                      -3-



period prior to the date of a Change in Control, as hereinafter defined,
provided the conditions set forth in the last paragraph of Section 8(d)(iii) are
satisfied, or (ii) the Post-Change Period, as hereinafter defined, such
termination shall be considered a termination by the employee for "Good Reason")
provided that non-renewal of said permit(s) or invalidation thereof are not a
direct result of any material action or omission of the Executive that would
reasonably cause such permit(s) not to be renewed or validated.](2)

     4. BASE SALARY.

     The Executive shall be paid a Base Salary by the Company equal to
US$_________, 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 promptly following approval thereof or, at Executive's
option, deferred in accordance with any bonus deferral plans of the Company in
effect from time to time. 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.


----------

2    Insert for Bermuda-based executives.


<PAGE>
                                      -4-


     7. BUSINESS EXPENSE REIMBURSEMENT, FRINGE BENEFITS AND RELOCATION EXPENSES.

     (a) 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.

     (b) [RELOCATION EXPENSES. The Company shall pay directly or reimburse the
Executive, in either case on an after-tax basis to the Executive, for reasonable
moving expenses in relocating the Executive and his immediate family from
Bermuda to a location in the United States(3) designated by the Executive (or
the Executive's estate or other legal representative in the event of his death)
following termination of the Executive's employment with the Company for any
reason other than Cause (as hereinafter defined).](4)

     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 or in a lump sum, at the Company's option, 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, and reimbursement of
     business expenses incurred prior to death in accordance with Section 7(a)
     above,

          (ii) 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

----------

3    Insert other home country if not the United States.

4    Insert for Bermuda-based executives. Similar language may be appropriate
     for other executives who have relocated.



<PAGE>
                                      -5-


     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 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,

          (ii) any annual bonus awarded in accordance with the Company's bonus
     program but not yet paid under Section 5, and reimbursement of business
     expenses incurred prior to termination of employment in accordance with
     Section 7(a) above,

          (iii) 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


<PAGE>
                                      -6-


     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 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


<PAGE>
                                      -7-


          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,

               (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).

          (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)


<PAGE>
                                      -8-


     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 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,

               (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 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 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, and
          reimbursement of business expenses incurred prior to termination of
          employment in accordance with Section 7(a) 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


<PAGE>
                                      -9-


               (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.

          (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:

               (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, 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,


<PAGE>
                                      -10-


               (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

               (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 (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.

          (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, the Executive shall have
     the right to terminate his employment within 30 calendar days of such
     assignment 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 and shall not,


<PAGE>
                                      -11-


     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 or exercisability of any
award) by the Company 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 United States Internal Revenue Code of 1986, as amended
(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


<PAGE>
                                      -12-


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 15 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 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


<PAGE>
                                      -13-


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 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

<PAGE>
                                      -14-


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.

     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
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,

<PAGE>
                                      -15-


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
     Kingdom or the United States 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.


<PAGE>
                                      -16-


     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
continue (through such six-month anniversary of termination) to pay the
Executive, in addition to any of the Executive's rights under Section 8(d)(iii),
his Base Salary and the pro rata portion of the Executive's average annual bonus
for the three years (or shorter period of employment by the Company) immediately
preceding the year of termination, and such pro rated average annual bonus shall
be payable at the times annual bonuses for such year are payable to other
executives.

     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


<PAGE>
                                      -17-


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, 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 by 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


<PAGE>
                                      -18-


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, 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,


<PAGE>
                                      -19-


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 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.


<PAGE>
                                      -20-


     (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. 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 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
                           [Address]



                           Att'n: General Counsel

                  If to the Executive:






<PAGE>
                                      -21-


     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. 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.

     26. COUNTERPARTS.

     This Agreement may be executed in one or more counterparts.



<PAGE>
                                      -22-




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

                                   XL CAPITAL LTD


                                   By:
                                        -----------------------------------

                                   [               ]


                                   By:
                                        -----------------------------------

                                   GUARANTORS:

                                   XL INSURANCE LTD


                                   By:___________________________

                                   XL RE LTD


                                   By: __________________________





<PAGE>


                                                                       EXHIBIT A


                                CHANGE IN CONTROL


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

          (i) if 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) exe-


<PAGE>
                                       -2-


     cution 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;


<PAGE>
                                       -2-


          (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 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.