<PAGE>


                                                                   EXHIBIT 10.19



                                   RETIREMENT
                                    AGREEMENT
                                      AMONG
                                ALLEN R. FREEDMAN
                                       AND
                     FORTIS, INC. AND FORTIS INSURANCE N.V.

         This Agreement is made and entered into this 19th day of July, 1999
("Agreement") by and among Allen R. Freedman ("Freedman"), Fortis, Inc.
("Fortis"), and Fortis Insurance N.V. ("Parent").

BACKGROUND.

         Freedman has served as the CEO of Fortis since its creation in 1979 and
will be 60 years old on April 30, 2000. Fortis is owned by Parent. Freedman will
retire on July 31, 2000. In connection with such retirement, Fortis has agreed
to provide to Freedman the payments and benefits set out in this Agreement.
Parent is entering into this Agreement to provide Freedman with its guaranty of
performance by Fortis. Fortis and Parent have taken such corporate actions as
may be necessary to authorize the entering into of this Agreement.

AGREEMENT.

         In consideration of the mutual promises and undertakings in this
Agreement and for other good and valuable consideration, the receipt and
sufficiency whereof being hereby acknowledged, Fortis, Parent and Freedman do
hereby agree as follows:

1.       RETIREMENT. Freedman shall retire from being an officer and employee of
         Fortis on July 31, 2000. Freedman shall cease being CEO on or before
         April 30, 2000, but will continue as Chairman of the Board until July
         31, 2000. Freedman shall, upon termination of his employment with
         Fortis, be entitled to all of the rights and benefits under all
         existing Fortis plans and programs that are applicable to him, with the
         additional provisions that are in this Agreement.

2.       1999 COMPENSATION. Freedman shall receive base pay and shall
         participate in bonus and other programs for 1999 in the amounts and on
         the terms previously approved.

3.       2000 BASE PAY AND SHORT TERM BONUS. Freedman shall receive a pro rata
         share of a base salary of $800,000 per year from January 1, 2000
         through July 31, 2000, along with participation in the short-term bonus
         to that date for his services. The amount of such short-term bonus will
         be one-third of the targeted amount of $800,000.

4.       LONG TERM INCENTIVE PLAN ("LTIP"). Freedman shall receive grants under
         the LTIP through the cycle beginning January 1, 1999. The provisions in
         this Agreement as applied to Freedman shall prevail where they are
         inconsistent with the terms of the LTIP. All grants to Freedman under
         the LTIP, including amounts previously deferred and any other amounts
         vested in Freedman under earlier long term plans (including
         modifications

<PAGE>

         thereof) benefiting Freedman, shall be fully vested and non forfeitable
         on his retirement on July 31, 2000. The performance of Fortis through
         1999, plus the targeted performance of Fortis (i.e. 1.0 performance
         rating) for the years remaining under the open cycles through 2001,
         shall be used to determine the amount of LTIP bonus that will be paid
         to him within 15 days of July 31, 2000, subject to his election of any
         deferrals under the LTIP. Amounts credited shall be based on the value
         of share equivalents as of June 30, 2000. Fortis agrees that Freedman
         shall be permitted deferrals with respect to his participation in the
         LTIP, including amounts previously deferred and any other amounts
         vested in Freedman under earlier long term plans (including
         modifications thereof), benefiting Freedman, under the following
         principles:

                  -        The deferred amount will be deemed invested in one or
                           more of the options permitted under the Fortis
                           qualified plans in accordance with procedures
                           comparable to those applicable to participants in
                           such plans, if selected by Freedman.

                  -        The deferral may, at Freedman's election, extend for
                           up to 5 years after the later of termination as an
                           employee and termination as a member of the Board of
                           Directors of Fortis, but not beyond a change in
                           control of Parent. Fortis shall establish reasonable
                           procedures allowing Freedman and his successors and
                           beneficiaries (as the case may be) to change the
                           deferral elected for some or all of the amounts
                           deferred, which procedures shall be designed so as
                           not to jeopardize the tax effectiveness of the
                           deferral.

                  -        Freedman may, in addition and at any time, elect to
                           require a distribution of some or all of the amounts
                           deferred prior to the then scheduled deferral date,
                           subject to a discount of the greater of $100,000 or
                           10% of the value otherwise being distributed, which
                           discount Fortis will retain.

                  -        An amount equal to the deferred amount will be put in
                           a trust for the benefit of Freedman during the
                           deferral period after retirement. The trust will be
                           designed to prevent any portion of the amount from
                           being taxable to Freedman until actually paid to
                           Freedman.

                  -        Fortis shall establish reasonable procedures,
                           including the procedures referred to above, for
                           implementing and managing the deferral program, which
                           procedures shall be subject to Freedman's approval,
                           which will not be unreasonably withheld; shall be
                           developed in consultation with Freedman and shall be
                           designed so as not to jeopardize the tax
                           effectiveness of the deferral

                                      -2-
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5.       EURO-OPTIONS. No Euro-options will be granted to Freedman in 2000. All
         outstanding Euro-options previously granted to Freedman shall vest in
         Freedman and become non-forfeitable on any termination of Freedman's
         employment with Fortis. In addition, the Euro-option plan will be
         amended to provide that all options granted under the plan will be
         exercisable for 3 years after the later of retirement as an employee or
         as a member of the Board of Directors of Fortis.

6.       SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN ("SERP"). Beginning on August 1,
         2000, Freedman shall receive a Joint and 100% Survivor Annuity in
         accordance with terms of the SERP as currently in effect of $800,000
         annually, less the amounts provided in Section 3.01(b), (c), and (d) of
         the SERP Plan, with all other provisions of the SERP, including
         Freedman's Joinder Agreement, being applicable to such payments;
         provided that, in the event that Freedman shall have died prior to
         August 1, 2000 and his wife shall then survive, for the avoidance of
         doubt, his wife shall receive the specified annuity beginning as of
         August 1, 2000. In addition, after the annuity payments have commenced,
         Freedman or his wife, at any time, may elect to take a prompt lump sum,
         actuarially determined as provided in the SERP, in place of the annuity
         payments, and such lump sum payment shall be subject to a discount of
         the greater of $100,000 or 10% of the lump sum value. Freedman and his
         wife shall be entitled to reasonable financial information about Fortis
         to assist them in making a decision about a lump sum payment. The
         provisions in this paragraph shall take precedence over the SERP and
         Freedman's Joinder Agreement to the extent that the provisions are
         inconsistent with the SERP or the Joinder Agreement, including the
         election being made by this Agreement for Freedman to have a Joint and
         100% Survivor Annuity under the SERP rather than the current election
         in the Joinder Agreement.

7.       BOARD MEMBERSHIPS. Freedman shall continue as a member of the Boards of
         Directors of Fortis, the mutual funds managed by Fortis, the charitable
         funds primarily supported by Fortis, and other such Fortis related
         directorships as may be appropriate. Fortis intends to continue to seek
         to elect Freedman to such directorships for so long as is reasonable
         and appropriate under the circumstances, but no longer than while
         Fortis controls such entity or manages the mutual funds, and Freedman
         shall be entitled to the fees and expenses paid for directors that are
         not employees of Fortis.

8.       HEALTH BENEFITS. As generally now provided to retirees, Fortis shall
         provide Freedman and his wife with the right to participate in the
         Fortis group insurance program fully and in the same manner as they
         have participated while Freedman was an employee until Freedman and his
         wife are 65, and Freedman and his wife will be obligated to pay Fortis
         the amounts that are customarily charged to Fortis retirees for
         participating in the insurance program. Freedman shall receive the same
         benefits after age 65 as are provided to other Fortis retirees
         similarly situated.

9.       INSTALLMENT PAYMENTS, RELEASE AND NO COMPETE AGREEMENT. Fortis shall
         pay to Freedman, his designated beneficiary or his estate, 12 equal
         quarterly payments in advance of $157,000 each, beginning on August 1,
         2000 and two equal annual payments of $607,000 each, beginning on
         August 1, 2003 and Freedman shall agree to provide designated
         consulting services and not to compete with Fortis for a designated
         period,

                                      -3-
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         with such payments, such services and such non compete to be included
         in a separate agreement between Fortis and Freedman. In addition, as
         have all participants in the SERP, Freedman has agreed in the Joinder
         Agreement to the SERP that the payment of the SERP payments is
         contingent on his continuing not to compete with Fortis, as well as
         certain other restrictions, for a period of one-year following
         termination of his employment.

10.      INDEMNIFICATION. Fortis shall provide to Freedman the most complete
         indemnity protection (including rights to advancement of expenses)
         currently provided by the by-laws of Fortis with respect to the period
         during which he is an officer or director of Fortis, and, for a period
         of 6 years thereafter, Fortis shall keep in place a directors' and
         officers' liability policy or policies covering Freedman to the extent
         such coverage is provided for other current or former senior executives
         or directors of Fortis.

11.      RELEASE.

                  (a)      Freedman forever releases Fortis, its parents,
         subsidiaries and other affiliates and as to each of the foregoing
         persons: (A) its agents; (B) its officers; (C) its employees; (D) its
         directors; and (E) any trustee, administrator or officer of any benefit
         or pension plan which is administered or operated in whole or in part
         for the benefit of current or former employees of Fortis (other than
         with respect to any payments to which Freedman is entitled under any
         benefit plan following execution of this Agreement), from and against
         any and all claims, damages, and liabilities whatsoever, whether known
         or unknown, absolute or contingent, accrued or unaccrued that he may
         have as of the date of this Agreement, including but not limited to all
         claims arising from or in any way connected with Freedman's employment
         by Fortis and Freedman's termination from employment, but excluding any
         claims, damages or liabilities associated with any breach by Fortis of
         the terms of this Agreement or the Consulting, Non Compete and Payments
         Agreement of even date herewith ("Special Agreement") or of Fortis
         obligations to provide Freedman with benefits or compensation that is
         referred to in this Agreement or that is accrued, vested or earned as
         of Freedman's termination of employment. This release includes but is
         not limited to all claims of: (i) wrongful discharge, including claims
         of retaliatory discharge; (ii) breach of contract; (iii) age
         discrimination; (iv) disability/handicap discrimination; (v) violations
         of the federal Employee Retirement Income Security Act; and (vi) any
         claim based upon tort, equity or any violation of any state or federal
         statute or municipal employment laws, regulations, executive orders or
         other requirements. As a condition of any payments to be made by Fortis
         under this Agreement, Freedman agrees to execute a further release
         identical in substance to the provisions of this Paragraph 11 as shall
         be requested by Fortis effective on Freedman's termination of
         employment date.

                  (b)      Fortis, on behalf of itself and its subsidiaries,
         hereby releases Freedman from any claims, damages, and liabilities
         whatsoever, whether known or unknown, absolute or contingent, accrued
         or unaccrued as of the date of this Agreement (excluding any claims,
         damages or liabilities associated with any breach by Freedman of the
         terms of this Agreement or the Special Agreement). Fortis agrees to
         execute a further release

                                      -4-
<PAGE>

         identical in substance to the provisions of this Paragraph 11 as shall
         be requested by Freedman effective on Freedman's termination of
         employment date.

12.      EXTINGUISHMENT OF AGE DISCRIMINATION CLAIM. Freedman acknowledges that
         in addition to other claims arising out of his employment his execution
         of this Agreement extinguishes any claim which Freedman may have
         against Fortis or its agents, officers, directors or employees under
         the Federal Age Discrimination in Employment Act and any state or local
         law which protects persons 40 years of age and older from age
         discrimination.

13.      CONSULTATION RIGHTS. Freedman acknowledges that Freedman has been
         advised to consult with an attorney regarding this document; and
         Freedman further acknowledges that Freedman may consult with the United
         States Department of Labor, Equal Employment Opportunity Commission or
         any state or local authority having jurisdiction over the matters
         addressed in this Agreement in regard to this Agreement and the
         releases contained in this Agreement. Freedman further acknowledges
         that Freedman has been provided by Fortis with a full and ample
         opportunity to present this Agreement to an attorney of Freedman's
         choosing, and to the United States Department of Labor, the Equal
         Employment Opportunity Commission or any state or local authority
         having jurisdiction over the matters addressed in this Agreement.
         Freedman has consulted with an attorney, who has reviewed this
         Agreement. Freedman waives Freedman's rights to pursue any claim or
         grievance through any of the aforesaid agencies (other than in regard
         to enforcing Freedman's rights under this Agreement, under the Special
         Agreement or referred to in this Agreement). If any agency or attorney
         pursues any such claim or grievance on behalf of Freedman and against
         Fortis, or its agents, directors, shareholders, officers or employees,
         Freedman will instruct the agency and attorney to terminate and abandon
         the claim or grievance.

14.      RECEIPT OF AGREEMENT AND OPPORTUNITY FOR REVIEW. Freedman acknowledges
         that Freedman has been apprised that he is legally entitled to consider
         this Agreement for twenty-one (21) days before executing the Agreement.
         Freedman has reviewed and is satisfied with the terms of this Agreement
         as executed and waives any further opportunity for review except as
         provided in Paragraph 15.

15.      REVOCATION OF AGREEMENT. Fortis acknowledges that Freedman may cancel
         this Agreement within seven (7) days after executing the Agreement.
         This Agreement shall be final and binding unless revoked by Freedman
         within seven (7) days after execution. If Freedman revokes this
         Agreement under the terms of this Paragraph 15, this Agreement and the
         Special Agreement shall be null and void and of no force or effect. In
         the event Freedman exercises this right to revoke this Agreement,
         Freedman shall notify Fortis's designated agent for this purpose, in
         writing prior to the expiration of the seven (7) day period in
         accordance with the notice provisions set forth in Paragraph 9 of the
         Special Agreement.

16.      PARENT'S GUARANTY. Parent has joined this Agreement to guarantee prompt
         satisfaction of each and every obligation of Fortis to Freedman and his
         wife hereunder and under the

                                      -5-
<PAGE>

         agreements and plans benefiting Freedman and his wife after Freedman's
         retirement and such guaranty shall be unconditional, legally binding
         and irrevocable.

17.      MISCELLANEOUS. This Agreement shall be governed by and construed in
         accordance with the laws of the state of New York, without regard for
         any conflict of law principles that might make some other law
         applicable. The provisions of this Agreement shall be deemed severable
         and the invalidity or the enforceability of any one or more of the
         provisions hereof shall not affect the validity and enforceability of
         the other provisions hereof. This Agreement may be executed in any
         number of counterparts, but all such counterparts shall constitute one
         and the same instrument. This Agreement shall also be for the benefit
         of Freedman's wife and shall be binding on the parties and their
         respective heirs, beneficiaries, successors and assigns, except that no
         party will be relieved of such party's obligations hereunder by virtue
         of any transfer of the Agreement.

18.      AGREEMENT TO ARBITRATE.

                  (a)      Except as set forth in Paragraph 18(b), any claim,
         controversy or dispute arising out of or relating to this Agreement, on
         which an amicable understanding cannot promptly be reached, to the
         maximum extent allowed by applicable law and irrespective of the type
         of relief sought, shall be submitted to and resolved by arbitration,
         and such arbitration shall be the sole remedy for such matter. Such
         arbitration shall be heard and conducted in New York, New York and
         shall be conducted expeditiously in accordance with the Commercial
         Arbitration Rules of the American Arbitration Association ("AAA"), as
         such rules shall be in effect on the date of delivery of demand for
         arbitration, with the exception that the arbitrators may not award any
         punitive or exemplary damages or any damages other than compensatory.
         The prevailing party may be awarded costs and expenses, including
         reasonable attorneys' fees. The award rendered by the arbitrators shall
         be final, binding and non-appealable, and judgment upon such award may
         be entered by any court having jurisdiction thereof.

                  (b)      Any claims in equity pursuant to which a party is
         seeking a temporary restraining order or an injunction may be pursued
         in court.

19.      SPECIAL PROVISIONS DEALING WITH TERMINATION OF FREEDMAN'S EMPLOYMENT.

                  (a)      If Freedman's employment with Fortis is terminated
         prior to July 31, 2000 because of Freedman's death or disability,
         because Fortis terminates such employment without Cause as hereinafter
         defined, or for any other reason, other than voluntary termination of
         employment by Freedman or termination of Freedman's employment by
         Fortis for Cause, all provisions of this Agreement shall apply to the
         parties as if Freedman had retired on July 31, 2000.

                  (b)      If Freedman's employment with Fortis is terminated by
         Freedman voluntarily prior to July 31, 2000 or if Freedman's employment
         is terminated by Fortis for Cause prior to July 31, 2000, Fortis shall
         be entitled to elect to cancel this Agreement or to treat such
         termination as a retirement by Freedman as of July 31, 2000. If Fortis
         elects to cancel this Agreement, it must act within 15 days of
         Freedman's termination of employment by giving written notice to
         Freedman in the manner provided in the Special

                                      -6-
<PAGE>

         Agreement. A cancellation of this Agreement shall be deemed to be a
         cancellation of the Special Agreement. A cancellation of this Agreement
         means that all of its provisions will be of no further force and effect
         and Freedman shall be entitled to whatever other existing Fortis plans,
         benefits and agreements that are applicable to Freedman in accordance
         with the terms thereof.

                  (c)      "Cause" for purposes of this Agreement shall mean a
         termination of Freedman's employment by Fortis due to his willful gross
         act, or willful gross omission, in violation of his lawful obligations
         to Fortis, including, without limitation, the following: Freedman's
         conviction of a felony that is connected with or related to the
         performance of his obligations as an employee of Fortis; the willful
         perpetration by Freedman of a gross fraud against or affecting Fortis;
         or Freedman's willful participation in or willful allowance of the
         commission by any of Freedman's subordinates of any act of commercial
         bribery affecting or connected with Fortis or Freedman's duties to
         Fortis; provided, however, Freedman shall be given written notice of
         any matter that Fortis believes is Cause and shall be given 30 days to
         cure any such matter that Fortis considers Cause, and any such matter
         that shall have been so cured shall no longer constitute Cause.

         In witness whereof the parties hereto have duly executed this Agreement
the day and year first above written.

FORTIS, INC.                                       FORTIS INSURANCE
                                                   HOLDING N.V.

 /s/  J. KERRY CLAYTON                              /s/  H. J. HIELKEMA
--------------------------                         ------------------------
Authorized Officer                                 Authorized Officer

 /s/ ALLEN R. FREEDMAN
--------------------------
ALLEN R. FREEDMAN

                                      -7-
<PAGE>

March 22, 2000

                                                           FORTIS
                                              Solid partners, flexible solutions

Fortis Inc.
One Chase Manhattan Plaza
41st Floor
New York, NY 10005 USA

Fortis Insurance N.V.
Archimedeslaan 6
NL - 3584 BA UTRECHT

                                                       ALLEN R. FREEDMAN
                                                       Chairman &
                                                       Chief Executive Officer

                                                       FORTIS, INC.

                                                       One Chase Manhattan Plaza
                                                       New York, NY 10005
                                                       Telephone
                                                       (212) 859-7001
                                                       Facsimile
                                                       (212) 859-7010

Dear Gentlemen:

Paragraph 4 of my Retirement Agreement dated July 19, 1999, provides that I may
defer some or all of my Long Term Incentive Plan earnings, that an amount equal
to the deferred portion of the LTIP will be put in a trust and that the deferred
amount will be deemed to be invested in the investment options permitted under
the Fortis qualified plans. I have elected to cause this deferral. However, it
has now been concluded that, as the investment options available in the
qualified plans are not available to the general public, it is not appropriate
to limit the deemed investments to those investment options.

In order to cure this defect, I would like to amend Paragraph 4 of my Retirement
Agreement to provide that the following investments will be the permissible
deemed investments of the deferred amount: (1) investments that are
substantially the same as the investment options permitted under the Fortis,
Inc. Employees' Uniform Profit Sharing Plan (or the successor of such plan), (2)
any investment product that is offered by Fortis, Inc. or any of its affiliates
to customers on a regular commercial basis, (3) split dollar life insurance and
loans related to such split dollar life insurance, and (4) any other publicly
traded investments.

                                      -8-
<PAGE>

I confirm that I will be entitled to receive for my LTIP deferred amount,
pursuant to Paragraph 4 of my Retirement Agreement, only the value of the
deferred amount, as such amount may increase or decrease based on the deemed
investment of such amount. In other words, I will bear the burden of bad
investments and have the benefit of good investments.

This request does not involve any economic cost or hardship to Fortis and
clarifies a previous ambiguity in the agreement. Therefore, I would very much
appreciate receiving a signed copy of this letter to confirm this change to my
Retirement Agreement.

Sincerely,

                                                      ALLEN R. FREEDMAN
                                                      Chairman &
                                                      Chief Executive Officer

                                                      FORTIS, INC.

                                                      One Chase Manhattan Plaza
                                                      New York, NY 10005
                                                      Telephone
                                                      (212)859-7001
                                                      Facsimile
                                                      (212)859-7010

/s/ ALLEN R. FREEDMAN
-------------------------
Allen R. Freedman

Fortis Inc.                       Dated: 3/23/00

 /s/ J. KERRY CLAYTON
-------------------------
Authorized Officer

Fortis, Insurance, N.V.           Dated: 4/5/00

/s/ H. J. HIELKEMA
-------------------------
Authorized Officer

                                      -9-
<PAGE>

                                                               ALLEN R. FREEDMAN
                                                              525 County Hwy. 40
                                                        Charlotteville, NY 12038
                                                        Telephone (607) 397-8348
                                                        Facsimile (607) 397-8004

August 2, 2000

Fortis Inc.
One Chase Manhattan Plaza,
41st Floor
New York NY 10005 USA

Fortis Insurance N.V.
Archimedeslaan 6
NL -- 3584 BA UTRECHT

Regarding:  Amendment to Retirement Agreement dated July 19, 1999

Gentlemen:

Paragraph 4 of my Retirement Agreement dated July 19, 1999 provides that I may
defer some or all of my Long Term Incentive Plan earnings but not beyond a
change in control of Fortis Insurance N.V. My SERP, referred to in paragraph 6
of the Retirement Agreement, has been affected by the recent amendment to the
SERP plan to eliminate the provision requiring payment of a lump sum in the
event of a change in control as defined in the SERP plan. I am asking Fortis to
amend my Retirement Agreement with respect to the effect of a change in control
on the deferral of my LTIP benefits referred to in Paragraph 4 and my SERP
benefits referred to in Paragraph 6 in the manner provided in this letter.

If Fortis undergoes a change in control (as determined under the Fortis, Inc.
SERP) and, at any time after such change in control, the market capitalization
of the Person which obtains direct or indirect control of Fortis (or the
successor of such Person) is less than Twenty Billion United States Dollars for
a period of at least five (5) consecutive business days, then Fortis shall
distribute to Freedman or his wife, as appropriate, the amounts due under his
SERP and his LTIP in a lump sum distribution, (i) in the case of the LTIP, no
later than ten (10) days following the date such final determination is made and
in accordance with the terms of the Rabbi Trust, and (ii) in the case of the
SERP, no later than thirty (30) days following the date such final determination
is made. Fortis shall notify Freedman in writing as soon as practicable after a
change in control has occurred. Fortis shall notify Freedman if it becomes aware
that the market capitalization of such Person has fallen below such minimum, or
be liable for any failure to do so.

If the Person that obtains direct or indirect control of Fortis (or the
successor of such Person) is not a business entity whose stock is publicly
traded on an established securities market, then (i) the words "fair market
value" shall be substituted for the words "market capitalization" in the
paragraph above and (ii) if Freedman, his wife or any beneficiary notifies
Fortis in writing that information will not be reasonably available to determine
the fair market value of such Person,

                                      -10-
<PAGE>

then such Person shall be deemed to have a fair market value of less than Twenty
Billion United States Dollars for a period of at least five (5) business days.

This request does not involve any economic cost or hardship to Fortis since the
lump sum amount for the annuity payment is discounted to reflect the earlier
payment and the deferred LTIP amount should be the amount in the Rabbi Trust as
it may change from time to time. Therefore, I would very much appreciate
receiving a signed copy of this letter to confirm this change to my Retirement
Agreement.

Sincerely,

/s/ ALLEN R. FREEDMAN
-----------------------------
Allen R. Freedman

Fortis, Inc.                                         Dated: 8/4/2000

/s/ J. KERRY CLAYTON                                 J. K. Clayton
-----------------------------
Authorized Officer

Fortis Insurance, N.V.                               Dated:  8/21/2000

/s/ H. J. HIELKEMA                                   H. J. Hielkema
-----------------------------
Authorized Officer

                                      -11-