Sample Business Contracts


Service Agreement - ACE London Services Ltd. and John Robert Charman

Employment Forms

  • Employers can customize an employment agreement that states the salary, benefits, working hours and other important provisions for their new or existing employee.
  • Answer simple questions to build a contract with a consultant. Specify the services rendered, when payment is due, as well as IP rights.
  • Employers who compensate their sales employees based on commissions can prepare an agreement to reduce misunderstandings by specifying the base salary and how commissions are calculated.
  • Companies may offer their business executives a contract that is different from the one provided to their regular employees. Executive employment agreements may be more complex because the compensation structure may include a combination of salary and commissions, provide for bonuses based on sales, stock or other financial targets, and include non-compete, confidentiality and severance provisions.
  • Independent sales representatives offer companies the potential to increase the sale of products or services without the burden of increasing headcount. Both parties should understand how commissions are calculated, when commissions will be paid, as well as how the representative will treat confidential information from the company and whether the representative may also sell a competing line of products or services.
  • More Employment Agreements


                   DATED            9 July 1998
                   ----------------------------------------




                                    ACE LONDON SERVICES LIMITED(1)


                                    - and -


                                            JOHN ROBERT CHARMAN(2)



                   ________________________________________
                                    _____

                               SERVICE AGREEMENT
                   ________________________________________
                                    _____


                                CONFORMED COPY



                             Lovell White Durrant
                              65 Holborn Viaduct
                                London EC1A 2DY



                                  B2/NKA/NMF

--------------------------------------------------------------------------------
<PAGE>

                                   CONTENTS



          Clause                                                    Page No.
                                                                
1.        Interpretation                                                   1

2.        Commencement and term                                            3

3.        Obligations during employment                                    3

4.        Further obligations of the Executive                             5

5.        Remuneration                                                     6

6.        Pension scheme                                                   7

7.        Insurances                                                       7

8.        Car allowance                                                    8

9.        Expenses                                                         8

10.       Holidays                                                         8

11.       Incapacity                                                       9

12.       Confidentiality                                                 10

13.       Termination of employment                                       10

14.       Executive's covenants                                           12

15.       Computer software                                               17

16.       Disciplinary and grievance procedures                           18

17.       Directorship                                                    18

18.       Registration in accordance with the Lloyd's  Individual
            Registration                                                  18

19.       Lloyds Model Code for dealing in securities                     18

20.       Dealing in Company securities                                   19

21.       Health and safety                                               19

22.       Collective agreements                                           19

23.       No smoking policy                                               19

24.       Notices                                                         20

25.       Miscellaneous                                                   20


--------------------------------------------------------------------------------
<PAGE>

THIS AGREEMENT is made the 9 July 1998

BETWEEN:

(1)  ACE London Services Limited whose registered office is at Crosby Court 38
     Bishopsgate London EC2N 4DL (the "Company"); and

(2)  John Robert Charman of Dell House, Wilderness Avenue, Sevenoaks, Kent TN15
     0EA (the "Executive")


WHEREAS:

(A)  It is agreed that the Company shall employ the Executive upon and subject
     to the following terms and conditions.

(B)  This agreement is conditional upon and will take effect upon the offer by
     ACE Limited for Tarquin Limited becoming or being declared unconditional in
     all respects.  In the event that the offer does not become unconditional
     this agreement will be of no further force or effect and neither the
     Company nor the Executive will be bound by the terms of this agreement.

IT IS AGREED

I.   Interpretation

1.1  In this agreement the following expressions have the following meanings:

     "Associated Company"  (a)  a holding company of the Company; or

                           (b)  any subsidiary of any such holding company or of
                                the Company; or

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

     "the Board"           the Board of Directors for the time being of the
<PAGE>

                                      -2-

                    Company including any duly appointed committee thereof or
                    the directors present at a meeting of the directors of the
                    Company at which a quorum is present but excluding the
                    Executive (as appropriate);

     "Commencement Date"      the date of this agreement;

     "Group"                  means the Company and any Associated Company at
                    the date of this agreement or from time to time and "Group
                    Company" shall mean any of them;

     1.2  The headings in this agreement are for convenience only and shall not
          affect its construction or interpretation.

     1.3  References in this agreement to clauses and paragraphs are references
          to clauses and paragraphs to this agreement.

     1.4  Any reference in this agreement to a person shall where the context
          permits include a reference to a body corporate and to any
          unincorporated body of persons.

     1.5  Any word in this agreement which denotes the singular shall where the
          context permits include the plural and vice versa and any word in this
          agreement which denotes to the masculine gender shall where the
          context permits include the feminine and/or the neuter genders and
          vice versa.

     1.6  Any reference in this agreement to a statutory provision shall be
          deemed to include a reference to any statutory amendment modification
          or re-enactment of it.

     1.7  This agreement contains the entire understanding between the parties
          and supersedes all (if any) subsisting agreements arrangements and
          understandings (written or oral) relating to the employment of the
          Executive which such agreements arrangements and understandings shall
          be deemed to have been terminated by mutual consent. The Executive
          acknowledges that he has not entered into this agreement in reliance
          on any warranty representation or undertaking which is not
<PAGE>

                                      -3-

          contained in or specifically incorporated in this agreement.

     1.8  The various clauses and subclauses of this agreement are severable and
          if any clause or subclause or identifiable part thereof is held to be
          invalid or unenforceable by any court of competent jurisdiction then
          such invalidity or unenforceability shall not affect the validity or
          enforceability of the remaining clauses or subclauses or identifiable
          parts thereof in this agreement.

     1.9  This agreement is governed by and shall be construed in accordance
          with English law and the parties to this agreement hereby submit to
          the exclusive jurisdiction of the English court


     2.   Commencement and term

     2.1  The Executive's employment began on the Commencement Date and the
          Executive's period of continuous employment for statutory purposes
          began on 4 August 1986.

     2.2  The Executive shall be employed from the Commencement Date and his
          employment shall (subject as hereinafter provided) be for an initial
          fixed period of five years and shall continue thereafter until
          terminated by either party giving to the other not less than 12 months
          written notice to expire no earlier than at the end of the initial
          five year fixed term.

     2.3  The Company may at its absolute discretion elect to terminate the
          employment of the Executive with immediate effect by payment in lieu
          of notice at the rate set out in clause 5 below including the
          Executive's gross pension contributions for the notice period in
          accordance with clause 6 below.

     2.4  In any event the Executive's employment will terminate automatically
          on his 60th birthday.
<PAGE>

                                      -4-

3.   Obligations during employment

3.1  The Executive shall during the continuance of his employment:

     (a)  serve such Group Companies as required by the Board to the best of his
          ability in the capacity of Chief Executive Officer and Director or in
          such other capacity as may be agreed between the Executive and the
          Board;

     (b)  faithfully and diligently perform such duties and exercise such powers
          consistent with them as the Board (or anyone authorised by the Board)
          may from time to time properly assign to or confer upon him;

     (c)  if and so long as the Board so directs perform and exercise the said
          duties or powers on behalf of any Associated Company and act as a
          director or other officer of any Associated Company;

     (d)  at all times and in all respects obey the lawful and reasonable
          directions of the Board; and

     (e)  promptly give to the Board (in writing if so requested) all such
          information explanations and assistance as it may require in
          connection with the business and affairs of the Company and any
          Associated Company for which he is required to perform duties;

     (f)  unless prevented by sickness injury or other incapacity or as
          otherwise agreed by the Board devote the whole of his time attention
          and abilities during his hours of work (which shall be normal business
          hours and such additional hours as may be reasonably necessary for the
          proper performance of his duties) to the business and affairs of the
          Company and any Associated Company for which he is required to perform
          duties; and

     (g)  work at the Company's offices at 1 Minster Court, Mincing Lane, London
          EC3R 7AA or such other place of business of the Company or any
          Associated
<PAGE>

                                      -5-

          Company within the United Kingdom which the Board may reasonably
          require. The Executive may be required to travel overseas from time to
          time, but unless otherwise agreed with the Board will not be required
          to live outside the United Kingdom;

     (h)  at such times as the Board may reasonably request and at the expense
          of the Company undergo a medical examination by a medical practitioner
          of the Company's choice. The Executive authorises the medical
          practitioner to disclose to the Company any report or test results
          prepared or obtained as a result of that examination and to discuss
          with it any matters arising out of the examination which might prevent
          the Executive properly performing his duties.

3.2  The Executive accepts that with his consent (which he will not unreasonably
     withhold or delay);

     (a)  the Company may require him to perform duties for any other Associated
          Company; and

     (b)  the Company may appoint any other person to act jointly with him.

3.3  Notwithstanding the foregoing or any other provision of this agreement if
     either party to this agreement shall terminate the Executive's employment
     on notice in accordance with clause 2.2 above then the Company may exclude
     the Executive from any premises of the Company or any Associated Company
     during such notice period for a maximum period of six months ("the Garden
     Leave Period").

     (a)  During the Garden Leave Period the Company shall:

          (i)  be under no obligation to vest in or assign to the Executive
               any powers or duties; or

          (ii) provide any work for the Executive.
<PAGE>

                                      -6-

          (b)  During the Garden Leave Period the Executive will continue to be
               an employee of the Company and will be entitled to receive his
               salary and all other financial and non-financial benefits of his
               employment.


4.   Further obligations of the Executive

4.1  During the continuance of his employment the Executive shall not without
     the prior written consent of the Board (such consent not to be unreasonably
     withheld or delayed) directly or indirectly carry on or be engaged
     concerned or interested in any other business trade or occupation which is
     similar to or in competition with the business of the Company or any
     Associated Company otherwise than as a holder directly or through nominees
     of not more than three per cent in aggregate of any class of shares
     debentures or other securities in issue from time to time of any company
     which are for the time being quoted or dealt in on any recognised
     investment exchange (as defined by s 207(1) of the Financial Services Act
     1986).

4.2  During the continuance of his employment and save as expressly elsewhere
     provided for in this agreement the Executive:

     (a)  shall not directly or indirectly procure accept or obtain for his own
          benefit (or for the benefit of any other person) any payment rebate
          discount commission or other benefit ("Gratuities") from any third
          party in respect of any business transacted or proposed to be
          transacted (whether or not by him) by or on behalf of the Company or
          any Associated Company;

     (b)  shall observe the terms of any policy issued by the Company in
          relation to Gratuities;

     (c)  shall immediately disclose and account to the Company for any
          Gratuities received by him (or by any other person on his behalf or at
          his instruction).
<PAGE>

                                      -7-

5.   Remuneration

5.1  The Company shall pay to the Executive during the continuance of his
     employment a salary (which shall accrue from day to day) at the rate of
     (Pounds)363,000 per annum inclusive of any directors' fees payable to the
     Executive under the articles of association of the Company or any
     Associated Company (and any such fees as the Executive shall receive he
     shall pay to the Company). The salary shall be payable by equal monthly
     instalments in arrears by direct credit transfer to the Executive's bank
     account on or about the 27th of each calendar month.  [The rate of salary
     from time to time payable shall be reviewed annually by the Remuneration
     Committee of ACE UK Limited, which shall, in its absolute discretion,
     determine whether or not such rate of salary shall be increased and, if so,
     the amount of any such increase.  In addition the Executive shall be
     entitled to receive luncheon vouchers to the value of (Pounds)2.00 per
     working day.

5.2  Bonus/Profit Commission

     The Executive will be eligible to receive an annual bonus the payment terms
     and amount of which shall be in the absolute discretion of the Remuneration
     Committee of ACE UK Limited. The Executive confirms that he has received
     all bonus payments/profit commission due to him up to the date of this
     agreement. For the avoidance of doubt the Executive confirms that he waives
     all rights and entitlements which he may have to receive, or otherwise
     seek, any payment or benefit pursuant to any bonus/profit sharing
     arrangement that predates the date of this agreement (unless otherwise
     agreed in writing by the Company).
<PAGE>

                                      -8-

5.3  Retention Bonus

     The Executive will be entitled to receive a non-pensionable bonus in
     sterling in the sum of US$2,219,591.94 at the exchange rate prevailing at
     the date of payment, such bonus to be made after such deductions as
     required by law in respect of income tax and employees' National Insurance
     Contributions. The bonus will be payable in two equal instalments with the
     Executive's salary payment immediately following the first year and the
     second year anniversary of the date of this agreement. For the avoidance of
     doubt the Executive will not be entitled to receive any instalment, or any
     unpaid instalments, of the bonus, if at the date the instalment is payable
     either the Executive has given notice to terminate employment with the
     Company or the Company have given notice to terminate the Executive's
     employment in accordance with clause 13.1 below.


6.   Pension scheme

6.1  The Company shall pay for the benefit of the Executive the amount of 40 per
     cent per annum of his base salary from time to time payable into the
     Executive's JRC Pension Plan with Scottish Life Assurance.

6.2  A contracting-out certificate is in force in respect of the employment of
     the Executive.


7.   Insurances

7.1  Subject to his complying with and satisfying any applicable requirements of
     the relevant insurers the Company shall during the continuance of his
     employment:-

     (a)  provide for the Executive and if applicable his spouse and children
          under the age of 21 years membership of the BUPA or of such other
          private medical expenses insurance scheme as the Company may in its
          absolute discretion from time to time decide providing equivalent
          benefits;
<PAGE>

                                      -9-

     (b)  provide for the Executive membership of the Company's permanent health
          insurance scheme;

     (c)  provide for the Executive death in service benefit of four times the
          Executive's basic salary.

7.2  The Company shall, at its absolute discretion, be entitled to cease to
     provide any or all of the insurances referred to in subclauses 71 -(c) if
     in the opinion of the Company's medical practitioner the medical condition
     of the Executive is or becomes such that the Company is unable to secure
     any such insurance under the rules of any applicable scheme or otherwise at
     reasonable rates or premiums.


8.   Car allowance

8.1  The Executive shall receive an allowance in lieu of a company car in the
     sum of (Pounds)21,500 per annum. This sum is fully taxable and will be paid
     to the Executive monthly in arrears by direct credit transfer to the
     Executive's bank account at the same time as his salary payment. From 1
     January 1999 the Executive shall revert to the Company's existing car
     allowance scales (or such future scales as from time to time may be in
     force). As compensation for any reduction in the Executive's car allowance
     the Company will pay to the Executive a one-off non-pensionable fully
     taxable bonus with his first salary payment following 1 January 1999
     representing twice the difference between the new car allowance scale and
     the existing scale.


9.   Expenses

9.1  The Company shall during the continuance of his employment reimburse the
     Executive in respect of all expenses reasonably incurred by the Executive
     in or about the performance of his duties under this agreement provided
     that the Executive, if so required by the Company, provides reasonable
     evidence of the expenditure in
<PAGE>

                                     -10-

     respect of which he claims reimbursement. This clause shall be applied in
     line with Company policy from time to time in force.


10.   Holidays

10.1  The Executive shall (in addition to the usual public and bank holidays) be
      entitled during the continuance of his employment to 25 working days' paid
      holiday in each holiday year of the Company which runs from 1 January to
      31 December to be taken at such times as shall have been approved by the
      Chairman and Chief Executive of ACE UK Limited. With effect from 1 January
      1999 the Executive's holiday entitlement will increase to 30 working days
      in each holiday year.

10.2  The Executive will be entitled to carry over a maximum of five days unused
      holiday entitlement from one holiday year to the next. Further unused
      holiday may be carried over at the absolute discretion and with the prior
      agreement of the Chairman and Chief Executive of ACE UK Limited. The
      Executive shall not be entitled to payment in lieu of unused holiday
      entitlement.

10.3  Upon the termination of his employment the Executive's entitlement to
      accrued holiday pay (which accrues at the rate of 2/1/12/ days per month)
      shall be calculated on a pro rata basis in respect of each completed month
      of service in the holiday year in which his employment terminates and the
      appropriate amount shall be paid to the Executive provided that if the
      Executive shall have taken more days' holiday than his accrued entitlement
      the Company is hereby authorised to make an appropriate deduction from the
      Executive's final salary payment.


11.   Incapacity

11.1  Subject to his complying with the Company's procedures relating to the
      notification and certification of periods of absence from work details of
      which are set out in the Staff Handbook the Executive shall be entitled to
      be paid his salary (inclusive of any statutory sick pay or social security
      benefits to which he may be entitled) during any
<PAGE>

                                     -11-

      periods of absence from work due to sickness injury or other incapacity up
      to a maximum of six months in aggregate in any 12 month period and
      thereafter to such pay as the Company shall, in its absolute discretion,
      deem appropriate.

11.2  If any incapacity of the Executive shall be caused by any alleged action
      or wrong of a third party and the Executive shall decide to claim damages
      in respect thereof, then the Executive shall use all reasonable endeavours
      to recover damages for loss of earnings over the period for which salary
      has been or will be paid to him by the Company under clause 11.1, and
      shall account to the Company for any such damages recovered (in an amount
      not exceeding the actual salary paid or payable to him by the Company
      under clause 11.1 in respect of the said period) less any costs borne by
      him in achieving such recovery. The Executive shall keep the Company
      informed of the commencement, progress and outcome of any such claim.


12.   Confidentiality

12.1  The Executive shall not (other than in the proper performance of his
      duties or with the prior written consent of the Board or unless ordered by
      a court of competent jurisdiction or any regulatory authority) at any time
      either during the continuance of his employment or after its termination
      disclose or communicate to any person or use for his own benefit or the
      benefit of any person other than the Company or any Associated Company any
      confidential information which may come to his knowledge in the course of
      his employment and the Executive shall during the continuance of his
      employment with the Company use his best endeavours to prevent the
      unauthorised publication or misuse of any confidential information
      provided that such restrictions shall cease to apply to any confidential
      information which may enter the public domain other than through the
      default of the Executive. Without prejudice to the generality of the
      foregoing, confidential information shall include, but shall not be
      limited to, syndicate projections and forecasts, financial information or
      arrangements, client/customer lists, brokers lists and price sensitive
      information.

12.2  All notes and memoranda of any trade secret or confidential information
      concerning
<PAGE>

                                     -12-

      the business of the Company and any Associated Company or any of its or
      their suppliers, agents, distributors, customers or others which shall
      have been acquired, received or made by the Executive during the course of
      his employment shall be the property of the Company and shall be
      surrendered by the Executive to someone duly authorised in that behalf on
      the termination of his employment or at the request of the Board at any
      time during the course of his employment.


13.   Termination of employment

13.1  The employment of the Executive may be terminated by the Company forthwith
      without notice or payment in lieu of notice if the Executive:

      (a)   commits any serious or persistent breach or non-observance of any of
            the terms, conditions or stipulations contained in this agreement or
            any of the rules of any self-regulating organisation (as defined in
            the Financial Services Act 1986) of which the Company is a member
            and the Executive fails to rectify such breach within 30 days after
            having received written notice from the Board containing details of
            the nature of the breach and requiring such breach to be rectified;
            or

     (b)    is guilty of any serious negligence or gross misconduct in
            connection with or affecting the business or affairs of the Company
            or any Associated Company for which he is required to perform
            duties: or

     (c)    is guilty of conduct which brings or is likely to bring himself or
            the Company or any Associated Company into serious disrepute; or

     (d)    is convicted of an arrestable criminal offence (other than an
            offence under road traffic legislation in the United Kingdom or
            elsewhere for which a non-custodial penalty is imposed); or

     (e)    is adjudged bankrupt or makes any arrangement or composition with
            his creditors or has an interim order made against him pursuant to s
            252 of the
<PAGE>

                                      -13

            Insolvency Act 1986; or

     (f)    in the opinion of a medical practitioner becomes incapable by reason
            of mental disorder of discharging his duties; or

     (g)    is or becomes prohibited by law from being a director.

13.2 Upon the termination of his employment (for whatever reason and howsoever
     arising) the Executive:

     (a)    shall not take away conceal or destroy but shall immediately deliver
            up to the Company all documents (which expression shall include, but
            without limitation, notes memoranda correspondence and any other
            material upon which data or information is recorded or stored)
            relating to the business or affairs of the Company or any Associated
            Company or any of their clients shareholders employees officers and
            agents (and the Executive shall not be entitled to retain any copies
            or reproductions of any such documents) together with any other
            property belonging to the Company or any Associated Company which
            may then be in his possession or under his control;

     (b)    shall at the request of the Board immediately resign without claim
            for compensation as a director of the Company and any Associated
            Company and from any other office held by him in the Company or any
            Associated Company without prejudice to any claim he may have for
            damages for breach of this Agreement and in the event of his failure
            to do so the Company is hereby irrevocably authorised to appoint
            some person in his name and on his behalf to sign and deliver such
            resignations to the Board; and

     (c)    shall sign stock transfer forms transferring all shares held by him
            as trustee or nominee for the Company or any Associated Company to
            the Company or its nominee and shall deliver to the Company the
            relevant share certificates;

     (d)    shall not at any time thereafter make any untrue or misleading oral
            or written
<PAGE>

                                     -14-

            statement concerning the business and affairs of the Company or any
            Associated Company nor 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);
            and

     (e)    shall immediately repay all outstanding debts or loans due to the
            Company or any Associated Company and the Company is hereby
            authorised to deduct from any wages of the Executive a sum in
            repayment of all or any part of any such debts or loans.

13.3 If the employment of the Executive is terminated by reason of the
     liquidation of the Company for the purpose of reconstruction or
     amalgamation or as part of any arrangement for the amalgamation or
     reconstruction of the Company not involving insolvency and the Executive is
     offered employment with any concern or undertaking resulting from the
     reconstruction or amalgamation on terms and conditions and status not less
     favourable than the terms of this Agreement then the Executive shall have
     no claim against the Company in respect of such termination.


14.  Executive's covenants

14.1 In this clause the following expressions shall have the following meanings:

     "Businesses"   (a)  the business of a managing agency at Lloyd's (being the
               business of the management of syndicates and their underwriting
               of international, national and local insurance business) (a
               "Managing Agency Business"); and

               (b)  the business of a corporate member of Lloyd's being the
                    underwriting of international, national and local insurance
                    and the provision of funds or security in connection
                    therewith (a "Corporate Member Business");
<PAGE>

                                     -15-

     in each case carried on by any Group Company as at the Termination Date and
     the period of 12 months prior thereto within the United Kingdom and the
     business of any Group Company at the Termination Date to which the
     Executive has rendered services or by which he has been engaged at any time
     during the period of 12 months prior to the Termination Date;

     "Council" the Council of Lloyd's which includes its delegates and persons
     by whom it acts;

     "directly or indirectly" (without prejudice to the generality of the
     expression) whether as principal or agent or in accordance with any
     delegated authority, either alone or jointly or in partnership with any
     other person firm company or (except as the holder of securities listed
     dealt in or traded on a recognised Stock Exchange, not exceeding three per
     cent in nominal value of the securities of that class) as a shareholder,
     director, partner, independent contractor, consultant, employee, manager or
     in any other way;

     "Information" information or knowledge of a confidential nature concerning
     and relating to the goodwill of the Business including (without prejudice
     to the generality of the foregoing) information and know-how as to proposed
     policy wordings or proposed insurance policies to be offered by any Group
     Company but which are not available at Lloyd's during the Restriction
     Period, and information and know-how as to suppliers, Lloyd's Brokers,
     Members' Agents, Lloyd's Advisers, business policy and expansion or forward
     planning programmes and reports, reviews or analyses derived (in whole or
     in part) from any such information or knowledge which the Executive shall
     have acquired before  the Termination Date;

     "Lloyd's Adviser" a person who is listed on the register of Lloyd's
     Advisers maintained under the Lloyd's Advisers Byelaw (No. 19 of 1993);

     "Lloyd's Broker" a partnership or body corporate permitted by the Council
     to broke insurance business at Lloyd's;
<PAGE>

                                     -16-

     "Members' Agent" an underwriting agent which is listed as a members' agent
     on the register of underwriting agents maintained under the Underwriting
     Agents Byelaw (No. 4 of 1984);

     "the Restriction Period" means in relation to the Executive twelve months
     after the Termination Date;

     "Senior Executive" a person who is or was at any time whilst the Executive
     was employed or engaged by any Group Company:

     (a)  engaged or employed as an employee, director or consultant of that
          company; and

     (b)  engaged in a capacity in which he obtained Information; and

     (c)  entitled to emoluments (including commission if any) exceeding the
          annual rate of (Pounds)35,000; and

     (d)  so engaged at any time during the period of 12 months prior to the
          Termination Date;

     and with whom the Executive had contact during that period;

     "Syndicate" shall have the same meaning as contained in the Underwriting
     Agents Byelaw (No. 4 of 1984); and

     "Tarquin Corporate Members" any corporate member being a Group Company;

     "Tarquin Syndicates" any syndicates managed by any Group Company as at the
     Termination Date;

     "Termination Date" the date of the termination of the Executive's
     employment.
<PAGE>

                                     -17-

14.2  The Executive shall not without the prior written consent of the Board
      (such consent to be withheld only so far as may be reasonably necessary to
      protect the legitimate interests of the Company or any Group Company:

      (a)   in relation to the provision of services of a kind with which the
            Covenantor was concerned during the 12 months prior to the
            Termination Date for any Group Company at any time during the
            Restriction Period:

            (i)   be engaged or concerned or interested or participate in a
                  Managing Agency Business which competes with any of the
                  Tarquin Syndicates in the City of London with which he has
                  been involved in the 12 months prior to the Termination Date
                  PROVIDED ALWAYS THAT this shall not restrain him from being so
                  engaged or concerned in so far as his duties relate to the
                  provision of services of a kind with which he was not
                  concerned during the 12 months prior to the Termination Date;

            (ii)  be engaged or concerned or interested or participate in a
                  Corporate Member Business which competes with any of the
                  Tarquin Corporate Members in the City of London with which he
                  has been involved in the 12 months prior to the Termination
                  Date PROVIDED ALWAYS THAT this shall not restrain him from
                  being so engaged or concerned in so far as his duties relate
                  to the provision of services of a kind with which he was not
                  concerned during the 12 months prior to the Termination Date;

            (iii) in relation to a business which may in any way be in
                  competition with any of the Businesses, canvass, solicit or
                  entice (or cause to be canvassed, solicited or enticed) the
                  custom of:

                  (aa)   any person who at any time during the period of two
                         years prior to the Termination Date has been a Members'
                         Agent or Lloyd's Adviser providing as agent for and on
                         behalf of its Names capacity of at least (Pounds)10
                         million to one or more of the Tarquin
<PAGE>

                                     -18-

                           Syndicates and with whom the Executive has had
                           contact during such period; or

                    (bb)   any person who at any time during the period of two
                           years prior to the Termination Date has been a
                           Lloyd's Broker or other intermediary introducing
                           material business to one or more of the Tarquin
                           Syndicates and with whom the Executive has had
                           contact during such period save that this clause
                           14.2(iii)(bb) shall not place any restriction on
                           dealing with any such Broker or intermediary;

                    and for the purposes of this clause "material business"
                    shall mean business amounting to at least 5% of the business
                    of any syndicate in any underwriting year during that
                    period;

          (b)  any time during the Restriction Period:

               (i)  induce, solicit, entice or procure or endeavour to induce,
                    solicit, entice or procure any Senior Executive to leave his
                    employment with any Group Company;

               (ii) be personally involved to a material extent in (i) accepting
                    into employment or (ii) otherwise engaging or using the
                    services of any Senior Executive of any Group Company;

          (c)  at any time:

               (i)  disclose to any person (except as required by law or any
                    regulatory body or to the Executive's legal advisors in
                    their capacity as such) or use to the detriment of any Group
                    Company any Information which he has acquired before the
                    Termination Date;

               (ii) falsely represent himself as being connected with or
                    interested in any
<PAGE>

                                     -19-

                      Group Company or in the Businesses;

               (iii)  at any time carry on a business under the name "ACE" or
                      "Tarquin" or any combination of those names or any similar
                      or other name likely to confuse or mislead any part of the
                      public (or any other name under which the Group carries
                      out business);


14.3  The Executive hereby acknowledges and agrees with the Company that in all
      the circumstances as at the date hereof:

      (a)   each of the subclauses in clause 14 above constitutes an entirely
            separate severable and independent covenant and restriction on him;

      (b)   the duration, extent and application of each of the restrictions
            contained in clause 14 are reasonable and no greater than is
            necessary for the protection of the goodwill and trade connections
            of the Businesses; and

      (c)   in the event that any restriction on him shall be found to be void
            as going beyond what is reasonable in all the circumstances for the
            protection of the interests of any Group Company but would be valid
            if some part thereof were deleted such restriction shall apply with
            any such deletion as may be necessary to make it valid and
            effective.


15.   Computer software

15.1  The Company and its Associated Companies are licensees, and not the
      owners, of certain computer software programmes and are required to comply
      with the terms of the relevant licences. It is important that the
      Executive also comply with the terms of the licences (copies of which are
      available to the Executive) and failure to do so may constitute gross
      misconduct on the part of the Executive.

15.2  In particular the Executive must not:
<PAGE>

                                     -20-

      (a)   copy, reproduce, reverse, compile, adapt or modify any software
            programme or programme documentation (unless expressly authorised to
            do so by the Company);

      (b)   use any software on any hardware or equipment other than that
            specified by the Company;

      (c)   remove any software programme from the Company's premises (unless
            expressly authorised to do so by the Company);

      (d)   use on the Company's hardware or equipment any software other than
            that which is owned by or licensed to the Company and approved by
            the Company as suitable for such use.

15.3  In the event that the Executive has any questions concerning the use of
      software or the provisions of this clause then the Executive should seek
      the advice of the Board. If the Executive becomes aware of any misuse of
      software or programme documentation he must immediately notify the Board.

15.4  Failure by the Executive to comply with the above provisions may be
            treated by the Company as gross misconduct and furthermore may
            constitute a criminal offence on the Executive's part and/or render
            the Executive liable to a claim for damages.


16.   Disciplinary and grievance procedures

16.1  For statutory purposes there is no formal disciplinary procedure in
      relation to the Executive's employment. The Executive shall be expected to
      maintain the highest standards of integrity and behaviour.

16.2  If the Executive has any grievance in relation to his employment he may
      raise it in
<PAGE>

                                     -21-

      writing with the Board whose decision shall be final.


17.   Directorship

17.1  The Executive shall not during his employment voluntarily resign from his
      office as a director of the Company or any Associated Company and he shall
      not 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.

17.2  The removal of the Executive from the office of director of the Company or
      the failure of the Company in general meeting to re-elect the Executive as
      a director of the Company (if he shall be obliged to retire by rotation or
      otherwise pursuant to the articles of association of the Company) shall
      terminate the Executive's employment under this agreement and such
      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 to terminate the Executive's employment pursuant to clause 13.1.


18.   Registration in accordance with the Lloyd's
      Individual Registration Bye-law Number 13 of 1996


18.1  The Executive confirms that he is registered in accordance with the
      requirements of the Lloyd's Individual Registration Bye-law Number 13 of
      1996.


19.   Lloyds Model Code for dealing in securities

19.1  The Executive shall at all times comply with the requirements of the
      Lloyds Model Code ("the Code") from time to time in force.

19.2  In the event that the Executive is charged with an offence under Part V of
      the
<PAGE>

                                     -22-

      Criminal Justice Act 1993 or the Company has reasonable grounds for
      believing that the Executive has infringed the Code, the Executive will be
      liable to be suspended from employment until the outcome of proceedings
      are known or the investigation of the suspected infringement has been
      completed. In the event that the Executive is found to be guilty of an
      offence or an infringement of the Code he will be liable to dismissal
      without notice.

19.3  It is the Executive's responsibility to ensure that he complies fully with
      the Code, a copy of which will be given to the Executive on his first day
      of employment. If the Executive is in any doubt, he should seek guidance
      from the Company's Compliance Officer.

20.   Dealing in Company securities

20.1  The Executive is subject to the Company's Code of Conduct on dealing in
      Company securities, details of which are set out in the Staff Handbook.
      Any breach of this Code will render the Executive subject to disciplinary
      action.


21.   Health and safety

21.1  Details of the Company's policy in relation to health and safety at work
      are set out in the Staff Handbook.


22.   Collective agreements

22.1  There are no collective agreements in force affecting the Executive's
      employment with the Company.


23.   No smoking policy

23.1  The Company operates a no smoking policy.  Any breach of this policy may
      render
<PAGE>

                                     -23-

      the Executive liable to disciplinary action.


24.   Notices

24.1  Any notice to be given under this agreement shall be given in writing and
      shall be deemed to be sufficiently served by one party on the other if it
      is delivered personally or is sent by registered or recorded delivery pre-
      paid post (air mail if overseas) addressed to either the Company's
      registered office for the time being or the Executive's last known address
      as the case may be.

24.2  Any notice sent by post shall be deemed (in the absence of evidence of
      earlier receipt) to be received 2 days after posting (6 days if sent air
      mail) and in proving the time such notice was sent it shall be sufficient
      to show that the envelope containing it was properly addressed stamped and
      posted.


25.   Miscellaneous

25.1  The Executive hereby warrants that by virtue of entering into this
      Agreement he will not be in breach of any express or implied terms of any
      Court Order, contract or of any other obligation legally binding upon him.

25.2  The Company shall be entitled upon giving notice to the Executive at any
      time during the Executive's employment to set off and/or make deductions
      from the Executive's salary or from any other sums due to the Executive
      from the Company or any Associated Company in respect of any overpayment
      of any kind made to the Executive or in respect of any debt or other sum
      due from him to the Company or any Associated Company.

25.3  There is in place a profit sharing arrangement set out in a Trust Deed
      dated 16 February 1989 between Peter Richard Chandler and Others and
      Methuen (Lloyds Underwriting Agents) Limited and an Employee Remuneration
      Agreement of the
<PAGE>

                                     -24-

      same date. The Executive will not qualify as a beneficiary of this
      employee trust and the Executive confirms that he waive all rights and
      entitlements which he may have to receive, or otherwise seek, any payment
      or benefit pursuant to the above mentioned trust.
<PAGE>

                                     -25-

IN WITNESS whereof this Agreement has been executed as a deed by the parties
hereto and is intended to be and is hereby delivered on the date first written.

EXECUTED as a deed by ACE         )
London Services Limited           )
in the presence of:               )


Director

Director/Secretary


SIGNED as a deed by John Robert   )
Charman in the presence of:-      )


ClubJuris.Com