<PAGE>


                                                     Exhibit 10.4













                              JULIAN MICHAEL CUSACK



                                       AND



                        ASPEN INSURANCE HOLDINGS LIMITED



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


                                SERVICE AGREEMENT

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






<PAGE>






                                    CONTENTS

CLAUSE                                                                     PAGE
1.     Interpretation.........................................................1
2.     Appointment............................................................2
3.     Term...................................................................2
4.     Duties.................................................................2
5.     Remuneration And Commission............................................4
6.     Pension And Insurance Benefits.........................................5
7.     Expenses...............................................................5
8.     Holidays And Holiday Pay...............................................5
9.     Sickness Or Incapacity.................................................5
10.    Confidential Information...............................................6
11.    Copyright And Designs..................................................6
12.    Gratuities And Codes Of Conduct........................................7
13.    Restrictive Covenants..................................................7
14.    Termination By Reconstruction Or Amalgamation..........................8
15.    Termination Of Directorship............................................8
16.    Termination Of Employment On The Happening Of Certain Events...........9
17.    Obligations Upon Termination Of Employment.............................9
18.    Effect Of Termination Of This Agreement...............................10
19.    Other Terms And Conditions............................................10
20.    Notices...............................................................10
21.    Previous And Other Agreements.........................................10
22.    Applicable Law........................................................10








<PAGE>




                                SERVICE AGREEMENT

DATE: 21 JUNE 2002

PARTIES:

(1)  JULIAN MICHAEL CUSACK of The Wharf, 1 Harbour Road, Paget Parish, Bermuda
     (the "Executive"); and

(2)  ASPEN INSURANCE HOLDINGS LIMITED incorporated in the Islands of Bermuda
     whose registered office is at 41 Cedar Avenue, Hamilton, Bermuda (the
     "Company").

OPERATIVE TERMS:

1.       INTERPRETATION

1.1      In this Agreement:

<TABLE>
<CAPTION>
<S>                                                 <C>
        "Associated Company"                        means any body corporate which from time to time is:

                                                    (a)  a parent undertaking of the Company; or

                                                    (b)  any subsidiary undertaking of any such parent
                                                         undertaking of the Company; or

                                                    (c)  a company over which the Company has control within the
                                                         meaning of section 840 of the Income and Corporation
                                                         Taxes Act 1988; or

                                                    (d)  any company whose equity share capital is owned as to
                                                         20 per cent or more but not more than 50 per cent by
                                                         the Company.

         "Board"                                     means the board of directors of the Company from time to time;

         "Group"                                     means the Company and its Associated Companies (and "Group
                                                     Company"  means any one of them);

         "Individual Registration Byelaw"            means the Lloyd's Individual Registration Byelaw (No. 13 of
                                                     1996);

         "Lloyd's"                                   means the Society and Corporation of Lloyd's created and
                                                     governed by the Lloyd's Acts 1871 and 1982;
</TABLE>

1.2     In this Agreement references to any statutory provision (including the
        byelaws, regulations and mandatory directions and requirements of
        Lloyd's from time to time)




                                     - 1 -
<PAGE>

        shall include such provision as from time to time amended, whether
        before on or (in the case of re-enactment or consolidation only) after
        the date hereof, and shall be deemed to include provision of earlier
        legislation (as from time to time amended) which have been re-enacted
        (with or without modification) or replaced (directly or indirectly) by
        such provision and shall further include all statutory instruments or
        orders from time to time made pursuant thereto.

1.3     Words and phrases defined in the Companies Act 1985 of the United
        Kingdom (excluding its schedules) as amended by the Companies Act 1989
        or in the Lloyd's Acts 1871 to 1982 or any byelaws, regulations,
        mandatory directions or requirements of Lloyd's shall have the same
        meanings in this Agreement unless they are otherwise defined in this
        Agreement or unless the context or subject-matter otherwise requires.

2.      APPOINTMENT

        The Company shall employ the Executive with effect from 1st January 2003
        and the Executive shall serve the Group as Finance Director of Aspen
        Insurance UK Ltd, Chief Financial Officer of the Company and Chief
        Executive Officer of Aspen Insurance Ltd.

3.      TERM

3.1     The Executive may terminate his employment by giving not less than
        twelve months' written notice to the Company, such notice to expire at
        any time.

3.2     The Company may terminate the Executive's employment upon giving twelve
        months' notice, subject to the terms of the Employment Act 2000. The
        Company reserves the right to terminate the Executive's employment by
        payment in lieu of notice.

3.3     Notwithstanding the provisions of clauses 3.1 and 3.2 the Executive's
        employment shall terminate automatically when the Executive reaches
        the age of 65 years.

4.       DUTIES

4.1      During his employment hereunder the Executive shall:

         (a)  perform the duties and exercise the powers and functions which
              from time to time may reasonably be assigned to or vested in him
              by the Board in relation to the Company and any Associated
              Company to the extent consistent with his job title set out in
              clause 2 (without being entitled to any additional remuneration
              in respect of such duties for any Associated Company);

         (b)  devote the whole of his working time, attention and ability to
              his duties in relation to the Company and any Associated Company
              at such place or places as the Board shall determine. The
              Executive shall work at the Group's premises at 11 Victoria
              Street, Hamilton, Bermuda, or such other place as the Company and
              the Executive shall agree, provided that the Executive shall not
              be required (except for visits in the ordinary course of his
              duties) to go to or reside in parts of the world other than
              Bermuda and London;

         (c)  comply with all reasonable requests, instructions and regulations
              given or made by the Board (or by any one authorised by it) and
              promptly provide such

                                     - 2 -
<PAGE>

             explanations, information and assistance as to the performance of
             his duties assigned to him under this Agreement as the Board may
             reasonably require;

        (d)  faithfully and loyally serve the Company to the best of his
             ability and use his utmost endeavours to promote its interests
             in all respects;

        (e)  not engage in any activities which would detract from the proper
             performance of his duties hereunder, nor without the prior
             written consent of the Board in any capacity including as
             director, shareholder, principal, consultation, agent, partner or
             employee of any other company, firm or person (save as the holder
             for investment of securities which do not exceed three per cent
             (3%) in nominal value of the share capital or stock of any class
             of any company quoted on a recognised stock exchange) engage or
             be concerned or interested directly or indirectly in any other
             trade, business or occupation whatsoever;

        (f)  not (and shall use every reasonable endeavour to procure that his
             wife, infant children and persons connected with him within the
             meaning of section 346 of the Companies Act 1985 of the U.K shall
             not) deal or become or cease to be interested (within the meaning
             contained in Part I of Schedule 13 to the Companies Act 1985) in
             any securities of the Company or any Associated Company except in
             accordance with the Company's Code of Practice in force from time
             to time in relation to such transactions and/or the Model Code
             for Securities for Transactions by Directors of Listed Companies
             issued by The Stock Exchange with which Codes the Executive shall
             comply and copies of which are obtainable from the Company
             Secretary;

        (g)  comply at all times with the Lloyd's Model Code for Dealings in
             Securities in force from time to time a copy of which is
             obtainable from the Board;

        (h)  not contravene the provisions of Part V (Insider Dealing) of the
             Criminal Justice Act 1993;

        (i)  if registration under the Individual Registration Byelaw is
             necessary to enable the Executive to perform the duties assigned
             to him under this Agreement, not do anything to prejudice such
             registration and shall do all things which may be required from
             time to time to comply with, and to maintain in full force and
             effect his registration under the Individual Registration Byelaw;

        (j)  at such times as the Board may reasonably request and at the
             expense of the Company undergo a medical examination by a doctor
             of the Company's choice.

4.2     The Company shall, or shall procure that an Associated Company shall,
        sponsor the Executive for registration under the Individual Registration
        Byelaw if such registration is necessary to enable the Executive to
        perform the duties assigned to him under this Agreement, and comply with
        its obligations under the Individual Registration Byelaw as they relate
        to the Executive.

4.3     Notwithstanding the provisions of clause 4.1, during any period of
        notice given by the Executive pursuant to clause 3.1 or during any
        period not exceeding twelve months from the date of notice being given
        by the Company pursuant to clause 3.2 the Company shall



                                     - 3 -
<PAGE>

        be under no obligation to assign to or vest in the Executive any
        powers, duties or functions or to provide any work for the Executive
        and may at any time exclude the Executive from any premises of the
        Company. During any such period of exclusion the Company shall have
        the right to require the Executive not to speak to or otherwise
        communicate with any director or employee of the Company or any
        Associated Company or any person, firm or company, who at the date of
        such exclusion is a client or customer of the Company or any
        Associated Company, about any matter or thing relating to the business
        or affairs or finances of the Company or any Associated Company or of
        any such client or customer of the Company or any Associated Company.

4.4     The Executive shall be entitled to receive the full salary and
        benefits due under this Agreement for the period of any such exclusion
        as is mentioned in clause 4.3.

5.      REMUNERATION AND COMMISSION

5.1     The Executive shall be paid by way of remuneration for his services
        during his employment hereunder a salary at the rate (the "Salary Rate")
        of $312,000.00 per annum, which shall be inclusive of any fees to which
        the Executive may be entitled as a director of the Company or of any
        Associated Company other than Wellington Reinsurance Ltd. The Company
        shall pay the Executive's proper and reasonable expenses relating to the
        maintenance of the Executive's primary residence in Bermuda during the
        term of his employment. Prior to such payment the Executive shall
        provide to the Company any substantiation for such expenses requested by
        the Company. Notwithstanding the foregoing, the maximum amount the
        Company shall pay in respect of housing allowance shall be $180,000.00
        per annum.

5.2     The Board may at its discretion at any time or times resolve that the
        Salary Rate is to be increased as from a date determined by the Board
        and if it should do so and should enter into any memorandum or agreement
        in writing with the Executive recording such increase or should notify
        the Executive in writing of such increase, then for the purposes of this
        Agreement the Salary Rate shall be deemed to be increased from such date
        accordingly and the Executive shall be entitled as of right to salary at
        the increased rate during his employment with the Company hereunder
        after such date; but nothing in this Agreement shall impose any
        obligation on the Company or the Board to make any such increase.

5.3     The Executive shall be eligible for a bonus of such amounts (if any)
        at such times and subject to such conditions as the Compensation
        Committee of the Board may in its absolute discretion decide.

5.4     The Company shall review the Salary Rate at least once in each
        calendar year, the first such review to be on and with effect from 1
        January in that year.

5.5     The Executive's salary will be payable by equal monthly instalments;
        each monthly instalment will be in respect of a calendar month and will
        be paid on or before the last day of such calendar month. Where the
        employment has begun or ended in a calendar month, salary in respect of
        that month will be the proportion of a normal month's instalment which
        the days of employment in that month bear to the total days in the
        month.

                                     - 4 -
<PAGE>

6.      PENSION AND INSURANCE BENEFITS

6.1     The Executive shall be eligible to become a member of such pension
        scheme as the Board may establish in due course (the "Scheme"). The
        Executive's membership of such Scheme shall be subject to the provisions
        thereof as may be amended from time to time.

6.2     The Company shall provide the Executive with medical insurance,
        permanent health insurance, personal accident insurance and life
        assurance (subject to the relevant insurers' terms and conditions). The
        Board shall have the right to change the arrangements for the provision
        of such benefits as it sees fit or if in the reasonable opinion of the
        Board the Company is unable to secure any such insurance under the rules
        of any applicable scheme or otherwise at reasonable rates to cease to
        provide any or all of the insurances.

7.      EXPENSES

        The Company shall reimburse to the Executive all travelling hotel
        entertainment and other expenses properly and reasonably incurred by him
        in the performance of his duties hereunder and properly claimed and
        vouched for in accordance with the Company's expense reporting procedure
        in force from time to time.

8.      HOLIDAYS AND HOLIDAY PAY

8.1     In addition to the normal Bank and public holidays the Executive shall
        be entitled to 30 working days' paid holiday and, if applicable, such
        additional days as are set out in the Company's standard terms and
        conditions of employment from time to time, during each calendar year to
        be taken at such time or times as may be agreed with the Board. The
        Executive may not without the consent of the person to whom he reports
        carry forward any unused part of his holiday entitlement to a subsequent
        calendar year and the Executive shall not be entitled to any salary in
        lieu of untaken holiday.

8.2     For the calendar year during which the Executive's employment hereunder
        commences or terminates he shall be entitled to such proportion of his
        annual holiday entitlement as the period of his employment in each such
        year bears to one calendar year. Upon termination of this employment for
        whatever reason he shall if appropriate be entitled to salary in lieu of
        any outstanding holiday entitlement.

9.      SICKNESS OR INCAPACITY

9.1     The Company reserves the right at any time to require the Executive (at
        the expense of the Company) to be examined by a medical adviser
        nominated by the Company and the Executive consents to the medical
        adviser disclosing the results of the examination to the Company and
        shall provide the Company with such formal consents as may be necessary
        for this purpose.

9.2     If the Executive shall be prevented by illness, accident or other
        incapacity from properly performing his duties hereunder he shall report
        this fact forthwith to the Company Secretary's office and if he is so
        prevented for seven or more consecutive days he shall if required by the
        Company provide an appropriate doctor's certificate.

9.3     If the Executive shall be absent from his duties hereunder owing to
        illness, accident or other incapacity duly certified in accordance with
        the provisions of clause 9.2 he shall be


                                     - 5 -
<PAGE>

        paid his full remuneration for any period of absence of up to a
        maximum of 26 weeks in aggregate in any period of 52 consecutive weeks
        and thereafter, subject to the provisions of clause 16, to such
        remuneration (if any) as the Board shall in its absolute discretion
        allow.

9.4     If the Executive shall be, on the basis of a medical report supplied to
        the Company following his having undergone a medical examination
        pursuant to clause 4.1(j) or 9.1, in the opinion of the Board unfit ever
        to return to his duties (but in such circumstances and prior to any
        action being taken under this clause, the Executive shall have the right
        to have a second medical report from a duly qualified doctor or medical
        adviser selected by the Executive and approved by the Board, which
        approval shall not be unreasonably withheld, and the Board shall
        properly take account of the balance of evidence under both medical
        reports in considering whether to terminate the employment of the
        Executive under this paragraph) the Company shall be entitled to place
        the Executive on permanent sick leave without pay with effect from any
        time on or after the commencement of payments under the permanent health
        insurance arrangements referred to in clause 6.2.

10.     CONFIDENTIAL INFORMATION

        The Executive shall not during this employment hereunder (save in the
        proper course thereof or as may be required by law or applicable
        regulation) or at any time after its termination for any reason
        whatsoever disclose to any period whatsoever or otherwise make use of
        (and he shall at all times exercise all due care and diligence to
        prevent the unauthorised disclosure or use of) any confidential or
        secret information which he has or may have acquired in the course of
        his employment relating to the Company or any Group Company or any
        customers or clients of the Company or any Group Company including
        without limiting the generality of the foregoing confidential or secret
        information relating to the business or finances of any of the
        aforesaid.

11.     COPYRIGHT AND DESIGNS

11.1    The Executive hereby assigns to the Company all present and future
        copyright, design rights and other proprietary rights if any for the
        full term thereof throughout the world in respect of all works
        originated by him at any time whether during the course of his normal
        duties or other duties specifically assigned to him (whether or not
        during normal working hours) either alone or in conjunction with any
        other person and in which copyright or design rights may subsist except
        only those designs or other works written, originated, conceived or made
        by his wholly unconnected with his service hereunder.

11.2    It is agreed that for the purposes of section 2(1)(1B) of the Registered
        Designs Act 1949 of the United Kingdom the Company shall be treated for
        the purposes of that Act as the original proprietor of any design of
        which the Executive may be the author in the circumstances described in
        clause 11.1.

11.3    The Executive agrees and undertakes that he will execute such deeds or
        documents and do all such acts and things as may be necessary or
        desirable to substantiate the rights of the Company in respect of the
        matters referred to in this clause. To secure his obligation under this
        Agreement the Executive irrevocably appoints the Company to be his
        attorney


                                     - 6 -
<PAGE>

        in his name and on his behalf to execute such deeds or documents and
        do all such acts and things as may be necessary or desirable to
        substantiate the rights of the Company in respect of the matters
        referred to in this clause.

11.4    The Executive hereby irrevocably waives all moral rights that he had
        or may have in any of the works referred to in clause 11.1

12.     GRATUITIES AND CODES OF CONDUCT

12.1    The Executive shall comply with all codes of conduct from time to time
        adopted by the Board.

12.2    The Executive shall not, except in accordance with any code of conduct
        adopted by the Board or with the prior written consent of the Board,
        directly or indirectly accept any commission, rebate, discount, gratuity
        or gift, in cash or in kind from any person who has or is likely to have
        a business relationship with the Company or any Associated Company and
        shall notify the Company upon acceptance by the Executive of any
        commission, rebate, discount, gratuity or gift in accordance with the
        Company's code of conduct from time to time.

13.     RESTRICTIVE COVENANTS

13.1    For the purpose of this clause 13:

        "the BUSINESS" means the business of reinsurance and the UK commercial
        lines business carried on by the Group or any individual Group Company
        or any other business carried on by the Group or any individual Group
        Company at the date of termination of his employment and with which the
        Executive has been concerned to a material extent at any time in the 12
        months immediately preceding such termination;

        references to the "GROUP" and "GROUP COMPANIES" shall only be reference
        to the Group and Group Companies in respect of which the Executive has
        carried out material duties in the period of 12 months prior to the date
        of termination of his employment;

        "RESTRICTED PERSON" shall mean any person who or which has at any time
        during the period of 12 months immediately preceding the date of
        termination done business with the Company or any other Group Company as
        customer or client or consultant and whom or which the Executive shall
        have had personal dealings with, contact with or responsibility for
        during the course of his employment;

        "KEY EMPLOYEE" shall mean any person who at the date of termination of
        the Executive's employment is employed or engaged by the Company or any
        other Group Company with whom the Executive has had material contact
        during the course of his employment and (a) is employed or engaged in
        the capacity of Manager, Underwriter or otherwise in a senior capacity
        and/or (b) is in the possession of confidential information belonging to
        the Company and/or (c) is directly managed by or reports to the
        Executive.

13.2    The Executive covenants with the Company that he will not in connection
        with the carrying on of any business in competition with the Business
        during his employment and for the period of 12 months after the
        termination of his employment without the prior


                                     - 7 -
<PAGE>

        written consent of the Board either alone or jointly with or on behalf
        of any person directly or indirectly:

        13.2.1  canvass solicit or approach or cause to be canvassed or
                solicited or approached for orders in respect of any services
                provided and/or any products sold by the Company or any other
                Group Company any Restricted Person;

        13.2.2  solicit or entice away or endeavour to solicit or entice away
                from the Company or any other Group Company any Key Employee.

13.3    The periods during which clauses 13.2.1 and 13.2.2 are expressed to
        operate shall each be reduced by such period as the Executive shall have
        complied during his notice period with a direction to perform no duties
        and/or not to enter all or any premises of the Company or any Group
        Company pursuant to Clause 4.3.

13.4    The Executive agrees that he will at the cost of the Company enter into
        a direct agreement or undertaking with any Group Company whereby he will
        accept restrictions and provisions corresponding to the restrictions and
        provisions in Clauses 13.2.1 and 13.2.2 above (or such of them as may be
        appropriate in the circumstances) in relation to such activities and
        such area and for such a period not exceeding 12 months as such Group
        Company may reasonably require for the protection of its legitimate
        business interests.

13.5    The covenants contained in Clauses 13.2.1 and 13.2.2 are intended to be
        separate and severable and enforceable as such.

14.     TERMINATION BY RECONSTRUCTION OR AMALGAMATION

        If the employment of the Executive hereunder shall be terminated by
        reason of the liquidation of the Company for the purposes of
        amalgamation or reconstruction or as part of any arrangement for the
        amalgamation of the undertaking of the Company not involving liquidation
        and the Executive shall be offered employment with the amalgamated or
        reconstructed company on terms generally not less favourable than the
        terms of this Agreement (including as to the continuation of any
        directorship which he may then hold in the Company or any Associated
        Company) the Executive shall have no claim against the Company in
        respect of the termination of his employment by the Company.

15.     TERMINATION OF DIRECTORSHIP

15.1    The Executive shall not during his employment do or fail to do
        anything which causes or is likely to cause him to be prohibited by
        law from continuing to act as a director.

15.2    If the Executive is removed from the office of director of the Company
        or any Associated Company or if the Company or any Associated Company
        fails in general meeting to re-elect the Executive as a director of the
        Company or Any Associated Company (if he shall be obliged to retire by
        rotation or otherwise pursuant to the Articles of Association of the
        Company or any Associated Company) or if the Executive ceases to be a
        director of the Company or any Associated Company for any other reason
        whatsoever the Executive's employment under this Agreement shall
        terminate and such


                                     - 8 -
<PAGE>

        termination shall be without prejudice to any claim which the
        Executive may have for damages for breach of this Agreement provided
        that the Company was not entitled at the time of such removal or
        failure to re-elect or cessation as a director to terminate his
        employment pursuant to clause 16.

16.     TERMINATION OF EMPLOYMENT ON THE HAPPENING OF CERTAIN EVENTS

16.1    The Company without prejudice to any remedy which it may have against
        the Executive for the breach or non-performance of any of the provisions
        of this Agreement may by notice in writing to the Executive forthwith
        terminate his employment without compensation if the Executive shall:

        (a)  become bankrupt or become the subject of an interim order under
             the Insolvency Act 1986 of the United Kingdom or make any
             arrangement or composition with his creditors; or

        (b)  be convicted of any criminal offence (other than an offence under
             road traffic legislation in the United Kingdom or elsewhere for
             which a penalty other than imprisonment is imposed); or

        (c)  be guilty of any serious misconduct, any conduct tending to bring
             the Company or himself into disrepute, or any material breach or
             non-observance of any of the provisions of this Agreement, or
             conduct himself in a way which is materially prejudicial or
             calculated to be materially prejudicial to the business of the
             Group and/or any syndicates managed by the Group; or

        (d)  be disqualified from being a director of any company by reason of
             an order made by any competent court; or

        (e)  fail or cease to be registered (where such registration is, in
             the reasonable opinion of the Board, required for the performance
             of his duties) by any regulatory body (including Lloyd's) in the
             United Kingdom or elsewhere.

17.     OBLIGATIONS UPON TERMINATION OF EMPLOYMENT

        Upon the termination of his employment hereunder for whatever reason the
        Executive shall:

        (a)  forthwith tender his resignation as a Director of the Company and
             of any Associated Company without compensation, but without
             prejudice to any other rights which he may have under this
             Agreement. To secure his obligation under this Agreement the
             Executive irrevocably appoints the Company to be his attorney in
             his name and on his behalf to sign any documents and do any
             things necessary to give effect thereto, if the Executive shall
             fail to sign or do the same himself.

        (b)  deliver up to the Company all vehicles, keys, credit cards,
             correspondence, documents, specifications, reports, papers and
             records (including any computer materials such as discs or tapes)
             and all copies thereof and any other property (whether or not
             similar to the foregoing or any of them) belonging to the Company
             or any Associated Company which may be in his possession or under



                                     - 9 -
<PAGE>

             his control, and (unless prevented by the owner thereof) any such
             property belonging to other which may be in his possession or
             under his control and which relates in any way to the business or
             affairs of the Company or any Associated Company or any supplier,
             agent, distributor or customer of the Company or any Associated
             Company, and he shall not without written consent of the Board
             retain any copies thereof;

        (c)  if so requested send to the Company Secretary a signed statement
             confirming that he has complied with clause 17(b); and

        (d)  not at any time make any untrue or misleading oral or written
             statement concerning the business and affairs of the Company or
             any Associated Company or represent himself or permit himself to
             be held out as being in any way connected with or interested in
             the business of the Company or any Associated Company (except as
             a former employee for the purpose of communicating with
             prospective employers or complying with any applicable statutory
             requirements).

18.     EFFECT OF TERMINATION OF THIS AGREEMENT

        The expiry or termination of this Agreement howsoever arising shall not
        operate to affect any of the provisions hereof which are expressed to
        operate or have effect thereafter and shall not prejudice the exercise
        of any right or remedy of either party accrued beforehand.

19.     OTHER TERMS AND CONDITIONS

        The provisions of the Company's standard terms and conditions of
        employment as agreed with the Executive from time to time shall apply to
        the Executive's employment hereunder except so far as they are
        inconsistent with the terms of this Agreement.

20.     NOTICES

        Any notice to be given hereunder shall be in writing. Notice to the
        Executive shall be sufficiently served by being delivered personally to
        him or be being sent by first class post addressed to him at his usual
        or last known place of residence. Notice to the Company shall be
        sufficiently served be being delivered to the Company Secretary or by
        being sent by first class post to the registered office of the Company.
        Any notice if so posted shall be deemed served upon the third day
        following that on which it was posted.

21.     PREVIOUS AND OTHER AGREEMENTS

        This Agreement shall take effect in substitution for all previous
        agreements and arrangements (whether written, oral or implied) between
        the Company and the Executive relating to his employment which shall be
        deemed to have been terminated by mutual consent with effect from the
        commencement of the Agreement.

22.     APPLICABLE LAW

        Bermuda law shall apply to this Agreement and the parties submit to the
        jurisdiction of the Supreme Court of Bermuda.



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<PAGE>


IN WITNESS whereof this Agreement has been duly executed and delivered as a deed
the day and year first before written



Executed as a deed by      )        JULIAN MICHAEL CUSACK
the Executive              )
In the presence of:        )        /s/ Julian Cusack
                                    -----------------



Jeanette Maloney                   /s/ Jeanette Maloney
----------------                   --------------------
Witness's name and signature


2 Crossfield Lane, Sandys [illegible word], Bermuda
---------------------------------------------------
Witness's address





Executed as a deed by      )
the Company                )
acting by:                 )



/s/ Christopher O'Kane
----------------------
Director


/s/ [illegible name]
--------------------
Director/Secretary







                                     - 11 -