Common use of Termination Due to Death Clause in Contracts

Termination Due to Death. In the event the Executive dies during the term of employment hereunder, the Executive’s spouse, if the spouse survives the Executive, (or, if the Executive’s spouse does not survive him, the estate or other legal representative of the Executive) shall be entitled to receive the Base Salary as provided in Section 4, above, at the rate in effect at the time of Executive’s death, to be paid in accordance with the Company’s regular payroll practices, through the end of the sixth month after the month in which the Executive dies. In addition to the above, the estate or other legal representative of the Executive shall be entitled to: (i) any annual bonus awarded in accordance with the Company’s bonus program but not yet paid under Section 5, above, to be paid at the time such bonus would otherwise be due under the applicable program, and reimbursement of business expenses incurred prior to death in accordance with Section 7(a) above, (ii) within 45 days after the date of death, a pro rata bonus for the year of death in an amount determined by the Compensation Committee, but in no event less than a pro rata portion of the Executive’s average annual bonus for the immediately preceding three years (or the period of the Executive’s employment with the Company, if less), (iii) the rights under any options to purchase equity securities of the Company or other rights with respect to equity securities of the Company, including any restricted stock or other securities, held by the Executive determined in accordance with the terms thereof, (iv) for a period of six months following the Executive’s death, continued medical benefit plan coverage (including dental and vision benefits if provided under the applicable plans) for the Executive’s dependents, if any, under the Company’s medical benefit plans upon substantially the same terms and conditions (including cost of coverage to the dependents) as is then in existence for other executives during the coverage period; provided, that, if the Executive’s dependents cannot continue to participate in the Company plans providing such benefits, the Company shall otherwise provide such benefits on substantially the same after-tax basis as if continued participation had been permitted, and (v) the vested accrued benefits, if any, under the employee benefit programs of the Company, as provided in Section 6, above, determined in accordance with the applicable terms and provisions of such programs.

Termination Due to Death. In the event the Executive dies during the term of employment hereunder, the Executive’s spouse, if death during the spouse survives the Executive, (or, if the Executive’s spouse does not survive himTerm of Employment, the Term of Employment shall thereupon end and his estate or other legal representative representative, as the case may be, shall, subject to Section 6.11 of the Executive) shall be entitled to receive the Base Salary as provided in Section 4this Agreement, above, at the rate in effect at the time of Executive’s death, to be paid in accordance with the Company’s regular payroll practices, through the end of the sixth month after the month in which the Executive dies. In addition to the above, the estate or other legal representative of the Executive shall only be entitled to: (ia) any annual bonus awarded in accordance with the Company’s bonus program but not yet paid under Section 5, above, to be paid Base Salary continuation at the time such bonus would otherwise be due under rate in effect (as provided in Section 5.1 of this Agreement) on the applicable program, and reimbursement Date of business expenses incurred prior to death in accordance with Section 7(a) above, (ii) within 45 days after the date of death, a pro rata bonus for the year of death in an amount determined by the Compensation Committee, but in no event less than a pro rata portion of the Executive’s average annual bonus for the immediately preceding three years (or the period of the Executive’s employment with the Company, if less), (iii) the rights under any options to purchase equity securities of the Company or other rights with respect to equity securities of the Company, including any restricted stock or other securities, held by the Executive determined in accordance with the terms thereof, (iv) Termination for a period of six months following the Executive’s death, continued medical benefit plan coverage (including dental and vision benefits if provided under the applicable plans) for the Executive’s dependentscommencing on such Date of Termination or, if anythe Board so determines in its sole discretion and in lieu of such six-month salary continuation, under the Company’s medical benefit plans upon substantially the same terms and conditions (including cost of coverage a lump sum payment equal in amount to the dependents) as is then in existence for other executives during the coverage periodsuch six-month Base Salary continuation; provided, thathowever, that if the Executive’s dependents cannot continue death during the Term of Employment occurs after, or within one year prior to, a Change in Control, then the Executive’s estate or other legal representative shall receive, in lieu of the payments required under this Section 6.1(a) and subject to participate Section 6.9 below, the full lump sum payment required under Section 6.4(a) below in the Company plans providing such benefits, the Company shall otherwise provide such benefits on substantially the same after-tax basis as if continued participation had been permitted, and (v) the vested accrued benefits, if any, under the employee benefit programs event of a termination of the CompanyExecutive’s employment after, or within one year prior to, a Change in Control (and, in the case of the Executive’s death within one year prior to a Change in Control, any amounts paid under this Section 6.1(a) prior to the Change in Control shall be taken into account in determining the total amount payable to the Executive’s estate or other legal representative as a result of the Change in Control); (b) any Base Salary accrued but not yet paid as of the Date of Termination; (c) any bonus actually awarded or commissions actually earned, but not yet paid, as of the Date of Termination; (d) reimbursement for all expenses (under Section 5.5) incurred as of the Date of Termination, but not yet paid as of the Date of Termination; (e) payment of the per diem value of any unused vacation days that have accrued during the Term of Employment prior to the Date of Termination and the unused, unaccrued portion of any vacation days available through the end (but not beyond) of the calendar year in which the Date of Termination occurs; (f) any other compensation and benefits as may be provided in Section 6, above, determined in accordance with the applicable terms and provisions of any applicable plans, programs, procedures and practices of the Employers; (g) continuation of all health and other welfare benefits provided under Section 5.4 of this Agreement for the benefit of the Executive’s spouse and other eligible dependents at the level in effect on the Date of Termination and at no cost to the Executive’s spouse and such programsother eligible dependents for a period commencing on the Date of Termination and ending, with respect to the Executive’s spouse, on the earlier of her death or remarriage and, with respect to any other eligible dependent of the Executive, on such date as such dependent reaches the age of legal emancipation in accordance with the laws of the Commonwealth of Massachusetts (or, if such continuation of health or other welfare benefits is not permitted by applicable law, the Employers shall provide the economic equivalent in lieu thereof); and (h) any rights to indemnification in accordance with Section 10 of this Agreement.

Termination Due to Death. In If the event Executive’s employment is terminated pursuant to Section 4.1(a) due to the Executive’s death, then, notwithstanding the penultimate sentence of Section 3.2, in addition to the amounts set forth in Section 4.3, (a) all unvested stock options held by the Executive dies during immediately prior to the term Date of employment hereunderTermination shall, as of the Date of Termination, become vested and exercisable, subject to the terms and conditions of the applicable equity plan and equity award agreement(s) (other than those relating to vesting or forfeiture upon termination of employment), (b) all performance-based restricted share awards held by the Executive immediately prior to the Date of Termination for which the applicable performance period has ended shall, as of the Date of Termination, vest in the amount determined based on the actual level of achievement of the performance targets, subject to the terms and conditions of the applicable equity plan and equity award agreement(s) (other than those relating to vesting or forfeiture upon termination of employment), and (c) the Company shall pay to the Executive (or to such person as the Executive shall designate prior to the Executive’s death in a written notice to the Company or, if no such person is designated, the Executive’s spouse, if the spouse survives the Executive, (or, if the Executive’s spouse does not survive him, the estate or other legal representative estate) a prorated amount of the Executive) shall be entitled Annual Bonus for the Fiscal Year in which the Date of Termination occurs that the Executive would have received to receive the Base Salary as provided in Section 4, above, at the rate in effect at the time of Executive’s death, to be paid in accordance with the Company’s regular payroll practices, extent she remained employed through the end of the sixth month after the month Fiscal Year in which the Executive dies. In addition to the above, the estate or other legal representative Date of the Executive shall be entitled to: (i) any annual bonus awarded in accordance with Termination occurred based on the Company’s bonus program but not yet paid under Section 5actual attainment of the applicable Performance Targets (prorated based on the number days that the Executive is employed by the Company during the Fiscal Year in which the Date of Termination occurs), above, to be paid payable at the same time such bonus Annual Bonus would otherwise be due under have been paid had the applicable program, and reimbursement Executive remained employed through the end of business expenses incurred prior the Fiscal Year in which the Date of Termination occurs but in any event within the period required by Section 409A such that it qualifies as a “short-term deferral” pursuant to death in accordance with Section 7(a1.409A-1(b)(4) above, of the Department of Treasury Regulations (ii) within 45 days after the date of death, a pro rata bonus for the year of death in an amount determined by the Compensation Committee, but in no event less earlier than a pro rata portion January 1, or later than December 31, of the Executive’s average annual bonus for the calendar year immediately preceding three years (or the period of the Executive’s employment with the Company, if less), (iii) the rights under any options to purchase equity securities of the Company or other rights with respect to equity securities of the Company, including any restricted stock or other securities, held by the Executive determined in accordance with the terms thereof, (iv) for a period of six months following the Executive’s death, continued medical benefit plan coverage (including dental and vision benefits if provided under calendar year in which the applicable plans) for the Executive’s dependents, if any, under the Company’s medical benefit plans upon substantially the same terms and conditions (including cost Date of coverage to the dependents) as is then in existence for other executives during the coverage period; provided, that, if the Executive’s dependents cannot continue to participate in the Company plans providing such benefits, the Company shall otherwise provide such benefits on substantially the same after-tax basis as if continued participation had been permitted, and (v) the vested accrued benefits, if any, under the employee benefit programs of the Company, as provided in Section 6, above, determined in accordance with the applicable terms and provisions of such programsTermination occurs).

Termination Due to Death. In the event the Executive dies during the term of that Executive’s employment hereunderis terminated due to Executive’s death, the Company’s payment obligations under this Agreement shall terminate, except that Executive’s spouse, if the spouse survives the Executive, (or, if the estate or Executive’s spouse does not survive himbeneficiaries, as the estate or other legal representative of the Executive) case may be, shall be entitled to receive the following: (1) (i) the Base Salary as provided in Section 4, above, at the rate in effect at the time of Executive’s death, to be paid in accordance with the Company’s regular payroll practices, through the end date of the sixth month after the month in which the Executive dies. In addition to the above, the estate or other legal representative of the Executive shall be entitled to: (i) any annual bonus awarded in accordance with the Company’s bonus program but not yet paid under Section 5, above, to be paid at the time such bonus would otherwise be due under the applicable program, and reimbursement of business expenses incurred prior to death in accordance with Section 7(a) abovetermination, (ii) within 45 days after any earned but unpaid portion of Executive’s annual bonus provided for in Section 2(b) for the date of death, a pro rata bonus for Fiscal Year preceding the year of death in an amount determined by the Compensation Committee, but in no event less than a pro rata portion of the Executive’s average annual bonus for the immediately preceding three years (or the period of the Executive’s employment with the Company, if less)termination, (iii) reimbursement for any unreimbursed business expenses properly incurred by Executive pursuant to this Agreement or in accordance with Company policy prior to the rights date of Executive’s termination, and (iv) such employee benefits, if any, to which Executive may be entitled under any options to purchase equity securities the employee benefit plans of the Company or other rights with respect according to equity securities their terms (the amounts described in clauses (i) through (iv) of this Section 5(a)(1), reduced (but not below zero) by any amounts owed by Executive to the Company, including any being referred to as the “Accrued Rights”); (2) a pro-rata annual bonus provided for in Section 2(b) for the Fiscal Year in which Executive’s death occurs, based on the Company’s actual performance for the entire Fiscal Year, pro-rated for the number of calendar months during the Fiscal Year that Executive was employed prior to such termination (rounded up to the next whole month), payable at the time annual bonuses are paid for such Fiscal Year to executives of the Company generally (a “Pro-Rata Bonus”); and (3) except as otherwise provided in Section 2, Executive’s outstanding stock options, restricted stock, performance share units, and restricted stock or other securities, held by the Executive determined units (“Stock Awards”) shall be administered in accordance with the terms thereof, (iv) for a period of six months following the Executive’s death, continued medical benefit plan coverage (including dental and vision benefits if provided under the applicable plans) for the Executive’s dependents, if any, under the Company’s medical benefit plans upon substantially the same terms and conditions (including cost of coverage to the dependents) as is then in existence for other executives during the coverage period; provided, that, if the Executive’s dependents cannot continue to participate in the Company plans providing such benefits, the Company shall otherwise provide such benefits on substantially the same after-tax basis as if continued participation had been permitted, and (v) the vested accrued benefits, if any, under the employee benefit programs of the Company, as provided in Section 6, above, determined in accordance with written agreements setting forth the applicable terms and provisions of each such programsStock Award.

Termination Due to Death. In the event the Executive dies during the term of that Executive’s employment hereunderis terminated due to Executive’s death, the Company’s payment obligations under this Agreement shall terminate, except that Executive’s spouse, if the spouse survives the Executive, (or, if the estate or Executive’s spouse does not survive himbeneficiaries, as the estate or other legal representative of the Executive) case may be, shall be entitled to receive the following: (1) (i) the Base Salary as provided in Section 4, above, at the rate in effect at the time of Executive’s death, to be paid in accordance with the Company’s regular payroll practices, through the end date of the sixth month after the month in which the Executive dies. In addition to the above, the estate or other legal representative of the Executive shall be entitled to: (i) any annual bonus awarded in accordance with the Company’s bonus program but not yet paid under Section 5, above, to be paid at the time such bonus would otherwise be due under the applicable program, and reimbursement of business expenses incurred prior to death in accordance with Section 7(a) abovetermination, (ii) within 45 days after any earned but unpaid portion of Executive’s annual bonus provided for in Section 2(b) for the date of death, a pro rata bonus for Fiscal Year preceding the year of death in an amount determined by the Compensation Committee, but in no event less than a pro rata portion of the Executive’s average annual bonus for the immediately preceding three years (or the period of the Executive’s employment with the Company, if less)termination, (iii) reimbursement for any unreimbursed business expenses properly incurred by Executive pursuant to this Agreement or in accordance with Company policy prior to the rights date of Executive’s termination, and (iv) such employee benefits, if any, to which Executive may be entitled under any options to purchase equity securities the employee benefit plans of the Company or other rights with respect according to equity securities their terms (the amounts described in clauses (i) through (iv) of this Section 5(a)(1), reduced (but not below zero) by any amounts owed by Executive to the Company, including any being referred to as the “Accrued Rights”); (2) a pro rata annual bonus provided for in Section 2(b) for the Fiscal Year in which Executive’s death occurs, based on the Company’s actual performance for the entire Fiscal Year, prorated for the number of calendar months during the Fiscal Year that Executive was employed prior to such termination (rounded up to the next whole month), payable at the time annual bonuses are paid for such Fiscal Year to executives of the Company generally (a “Pro Rata Bonus”); and (3) except as otherwise provided in Section 2, Executive’s outstanding stock options, restricted stock, performance share units, and restricted stock or other securities, held by the Executive determined units (“Stock Awards”) shall be administered in accordance with the terms thereof, (iv) for a period of six months following the Executive’s death, continued medical benefit plan coverage (including dental and vision benefits if provided under the applicable plans) for the Executive’s dependents, if any, under the Company’s medical benefit plans upon substantially the same terms and conditions (including cost of coverage to the dependents) as is then in existence for other executives during the coverage period; provided, that, if the Executive’s dependents cannot continue to participate in the Company plans providing such benefits, the Company shall otherwise provide such benefits on substantially the same after-tax basis as if continued participation had been permitted, and (v) the vested accrued benefits, if any, under the employee benefit programs of the Company, as provided in Section 6, above, determined in accordance with written agreements setting forth the applicable terms and provisions of each such programsStock Award.

Termination Due to Death. In the event the Executive dies during the term of employment hereunder, the Executive’s 's spouse, if the spouse survives the Executive, (or, if the Executive’s 's spouse does not survive him, the estate or other legal representative of the Executive) shall be entitled to receive the Base Salary as provided in Section 4, above, at the rate in effect at the time of Executive’s 's death, to be paid in accordance with the Company’s 's regular payroll practices, practices through the end of the sixth month after the month in which the Executive dies. In addition to the above, the estate or other legal representative of the Executive shall be entitled to: (i) any annual bonus awarded in accordance with the Company’s 's bonus program but not yet paid under Section 5, above, to be paid at the time such bonus would otherwise be due under the applicable program, and reimbursement of business expenses incurred prior to death in accordance with Section 7(a) 7 above, , (ii) within 45 days after the date of death, a pro rata bonus for the year of death in an amount determined by the Compensation Committee, but in no event less than a pro rata portion of the Executive’s 's average annual bonus for the immediately preceding three years (or the period of the Executive’s 's employment with the Company, if less), , (iii) the rights under any options to purchase equity securities of the Company or other rights with respect to equity securities of the Company, including any restricted stock or other securities, held by the Executive determined in accordance with the terms thereof, , (iv) for a period of six months following the Executive’s 's death, continued medical benefit plan coverage (including dental and vision benefits if provided under the applicable plans) for the Executive’s 's dependents, if any, under the Company’s 's medical benefit plans upon substantially the same terms and conditions (including cost of coverage to the dependents) as is then in existence for other executives during the coverage period; providedPROVIDED, thatTHAT, if the Executive’s 's dependents cannot continue to participate in the Company plans providing such benefits, the Company shall otherwise provide such benefits on substantially the same after-tax basis as if continued participation had been permitted, and and (v) the vested accrued benefits, if any, under the employee benefit programs of the Company, as provided in Section 6, above, determined in accordance with the applicable terms and provisions of such programs.

Termination Due to Death. In the event the Executive dies during the term of employment hereunder, the Executive’s spouse, if the spouse survives the Executive, (or, if the Executive’s spouse does not survive him, the estate or other legal representative of the Executive) shall be entitled to receive the Base Salary as provided in Section 4, above, at the rate in effect at the time of Executive’s death, to be paid in accordance with the Company’s regular payroll practices, through the end of the sixth month after the month in which the Executive dies. In addition to the above, the estate or other legal representative of the Executive shall be entitled to: (i) any annual bonus awarded in accordance with the Company’s bonus program but not yet paid under Section 5, above, to be paid at the time such bonus would otherwise be due under the applicable program, and reimbursement of business expenses incurred prior to death in accordance with Section 7(a) above, , (ii) within 45 days after the date of death, a pro rata bonus for the year of death in an amount determined by the Compensation Committee, but in no event less than a pro rata portion of the Executive’s average annual bonus for the immediately preceding three years (or the period of the Executive’s employment with the Company, if less), , (iii) the rights under any options to purchase equity securities of the Company or other rights with respect to equity securities of the Company, including any restricted stock or other securities, held by the Executive determined in accordance with the terms thereof, , (iv) for a period of six months following the Executive’s death, continued medical benefit plan coverage (including dental and vision benefits if provided under the applicable plans) for the Executive’s dependents, if any, under the Company’s medical benefit plans upon substantially the same terms and conditions (including cost of coverage to the dependents) as is then in existence for other executives during the coverage period; provided, that, if the Executive’s dependents cannot continue to participate in the Company plans providing such benefits, the Company shall otherwise provide such benefits on substantially the same after-tax basis as if continued participation had been permitted, and and (v) the vested accrued benefits, if any, under the employee benefit programs of the Company, as provided in Section 6, above, determined in accordance with the applicable terms and provisions of such programs.

Termination Due to Death. In the event the Executive dies during the term of employment hereunder, the Executive’s 's spouse, if the spouse survives the Executive, (or, if the Executive’s 's spouse does not survive him, the estate or other legal representative of the Executive) shall be entitled to receive the Base Salary as provided in Section 4, above, at the rate in effect at the time of Executive’s 's death, to be paid in accordance with the Company’s 's regular payroll practicespractices or in a lump sum, at the Company's option, through the end of the sixth month after the month in which the Executive dies. In addition to the above, the estate or other legal representative of the Executive shall be entitled to: (i) any annual bonus awarded in accordance with the Company’s 's bonus program but not yet paid under Section 5, above, to be paid at the time such bonus would otherwise be due under the applicable program, and reimbursement of business expenses incurred prior to death in accordance with Section 7(a) above, , (ii) within 45 days after the date of death, a pro rata bonus for the year of death in an amount determined by the Compensation Committee, but in no event less than a pro rata portion of the Executive’s 's average annual bonus for the immediately preceding three years (or the period of the Executive’s 's employment with the Company, if less), , (iii) the rights under any options to purchase equity securities of the Company or other rights with respect to equity securities of the Company, including any restricted stock or other securities, held by the Executive determined in accordance with the terms thereof, , (iv) for a period of six months following the Executive’s 's death, continued medical benefit plan coverage (including dental and vision benefits if provided under the applicable plans) for the Executive’s 's dependents, if any, under the Company’s 's medical benefit plans upon substantially the same terms and conditions (including cost of coverage to the dependents) as is then in existence for other executives during the coverage period; providedPROVIDED, thatTHAT, if the Executive’s 's dependents cannot continue to participate in the Company plans providing such benefits, the Company shall otherwise oth- [XL CAPITAL LOGO] erwise provide such benefits on substantially the same after-tax basis as if continued participation had been permitted, and and (v) the vested accrued benefits, if any, under the employee benefit programs of the Company, as provided in Section 6, above, determined in accordance with the applicable terms and provisions of such programs.

Termination Due to Death. In the event the Executive dies during the term of employment hereunder, the Executive’s spouse, if the spouse survives the Executive, (or, if the Executive’s spouse does not survive him, the estate or other legal representative of the Executive) shall be entitled to receive the Base Salary as provided in Section 4, above, at the rate in effect at the time of Executive’s death, to be paid in accordance with the Company’s regular payroll practices, practices (as in effect at the time of death) through the end of the sixth month after the month in which the Executive dies. In addition to the above, the estate or other legal representative of the Executive shall be entitled to: (i) any annual bonus awarded in accordance with the Company’s bonus program but not yet paid under Section 5, above, to be paid at the time such bonus would otherwise be due under the applicable programSection 5 above, and reimbursement of business expenses incurred prior to death in accordance with Section 7(a) 7 above, , (ii) within 45 days after the date of deathdeath (with the actual date of payment within such 45 day period to be determined by the Company), a pro rata bonus for the year of death in an amount determined by the Compensation Committee, but in no event less than a pro rata portion of the Executive’s average annual bonus for the immediately preceding three years (or the period of the Executive’s employment with the Company, if less), , (iii) the rights under any options to purchase equity securities of the Company or other rights with respect to equity securities of the Company, including any restricted stock or other securities, held by the Executive determined in accordance with the terms thereof, , (iv) for a period of six months following the Executive’s death, continued medical benefit plan coverage (including dental and vision benefits if provided under the applicable plans) for the Executive’s dependents, if any, under the Company’s medical benefit plans upon substantially the same terms and conditions (including cost of coverage to the dependents) as is then in existence for other executives during the coverage period; provided, that, if the Executive’s dependents cannot continue to participate in the Company plans providing such benefits, the Company shall otherwise provide such benefits on substantially the same after-tax basis as if continued participation had been permittedpermitted (and any payment made by the Company in respect of any taxes imposed with respect to such benefits shall be paid to the Executive’s dependents, and or to the applicable taxing authority on their behalf, no later than the due date of such taxes), and (v) the vested accrued benefits, if any, under the employee benefit programs of the Company, as provided in Section 6, above, determined in accordance with the applicable terms and provisions of such programs.

Termination Due to Death. In the event the Executive dies during the term of employment hereunder, the Executive’s spouse, if the spouse survives the Executive, (or, if the Executive’s spouse does not survive him, the estate or other legal representative of the Executive) shall be entitled to receive the Base Salary as provided in Section 4, above, at the rate in effect at the time of Executive’s death, to be paid in accordance with the Company’s regular payroll practices, through the end of the sixth month after the month in which the Executive dies. In addition to the above, the estate or other legal representative of the Executive shall be entitled to: (i) any annual bonus awarded in accordance with the Company’s bonus program but not yet paid under Section 5, above, to be paid at the time such bonus would otherwise be due under the applicable program, and reimbursement of business expenses incurred prior to death in accordance with Section 7(a) above, , (ii) within 45 days after the date of death, a pro rata bonus for the year of death in an amount determined by the Compensation Committee, but in no event less than a pro rata portion of the Executive’s average annual bonus for the immediately preceding three years (or the period of the Executive’s employment with the Company, if less), , (iii) the rights under any options to purchase equity securities of the Company or other rights with respect to equity securities of the Company, including any restricted stock or other securities, held by the Executive determined in accordance with the terms thereof, , (iv) for a period of six months following the Executive’s death, continued medical benefit plan coverage (including dental and vision benefits if provided under the applicable plans) for the Executive’s dependentsimmediate family members, if any, under the Company’s medical benefit plans upon substantially the same terms and conditions (including cost of coverage to the dependentsimmediate family members) as is then in existence for other senior executives during the coverage period; provided, that, if the Executive’s dependents immediate family members cannot continue to participate in the Company plans providing such benefits, the Company shall otherwise provide such benefits on substantially the same after-tax basis as if continued participation had been permitted, and and (v) the vested accrued benefits, if any, under the employee benefit programs of the Company, as provided in Section 6, above, determined in accordance with the applicable terms and provisions of such programs.

Termination Due to Death. In the event the Executive dies during the term of employment hereunder, the Executive’s spouse, if the spouse survives the Executive, (or, if the Executive’s spouse does not survive him, the estate or other legal representative of the Executive) shall be entitled to receive the Base Salary as provided in Section 4, above, at the rate in effect at the time of Executive’s death, to be paid in accordance with the Company’s regular payroll practices, practices (as in effect at the time of death) through the end of the sixth month after the month in which the Executive dies. In addition to the above, the estate or other legal representative of the Executive shall be entitled to: (i) any annual bonus awarded in accordance with the Company’s bonus program but not yet paid under Section 5, above, to be paid at the time such bonus would otherwise be due under the applicable programSection 5 above, and reimbursement of business expenses incurred prior to death in accordance with Section 7(a) 7 above, (ii) within 45 days after the date of deathdeath (with the actual date of payment within such 45 day period to be determined by the Company), a pro rata bonus for the year of death in an amount determined by the Compensation Committee, but in no event less than a pro rata portion of the Executive’s average annual bonus for the immediately preceding three years (or the period of the Executive’s employment with the Company, if less), , (iii) the rights under any options to purchase equity securities of the Company or other rights with respect to equity securities of the Company, including any restricted stock or other securities, held by the Executive determined in accordance with the terms thereof, , (iv) for a period of six months following the Executive’s death, continued medical benefit plan coverage (including dental and vision benefits if provided under the applicable plans) for the Executive’s dependents, if any, under the Company’s medical benefit plans upon substantially the same terms and conditions (including cost of coverage to the dependents) as is then in existence for other executives during the coverage period; provided, that, if the Executive’s dependents cannot continue to participate in the Company plans providing such benefits, the Company shall otherwise provide such benefits on substantially the same after-tax basis as if continued participation had been permittedpermitted (and any payment made by the Company in respect of any taxes imposed with respect to such benefits shall be paid to the Executive’s dependents, and or to the applicable taxing authority on their behalf, no later than the due date of such taxes), and (v) the vested accrued benefits, if any, under the employee benefit programs of the Company, as provided in Section 6, above, determined in accordance with the applicable terms and provisions of such programs.

Termination Due to Death. In the event the Executive dies during the term of employment hereunder, the Executive’s spouse, if the spouse survives the Executive, (or, if the Executive’s spouse does not survive him, the estate or other legal representative of the Executive) shall be entitled to receive the Base Salary as provided in Section 4, above, at the rate in effect at the time of Executive’s death, to be paid in accordance with the Company’s regular payroll practicespractices (as in effect at the time of death), through the end of the sixth month after the month in which the Executive dies. In addition to the above, the estate or other legal representative of the Executive shall be entitled to: (i) any annual bonus awarded in accordance with the Company’s bonus program but not yet paid under Section 5, 5 above, to be paid at the time such bonus would otherwise be due under the applicable programSection 5 above, and reimbursement of business expenses incurred prior to death in accordance with Section 7(a) 7 above, , (ii) within 45 days after the date of death, a pro rata bonus for the year of death in an amount determined by the Compensation Committee, but in no event less than a pro rata portion of the Executive’s average annual bonus for the immediately preceding three years (or the period of the Executive’s employment with the Company, if less), , (iii) the rights under any options to purchase equity securities of the Company or other rights with respect to equity securities of the Company, including any restricted stock or other securities, held by the Executive determined in accordance with the terms thereof, , (iv) for a period of six months months’ following the Executive’s death, continued medical benefit plan coverage (including dental and vision benefits if provided under the applicable plans) for the Executive’s dependentsimmediate family members, if any, under the Company’s medical benefit plans upon substantially the same terms and conditions (including cost of coverage to the dependentsimmediate family members) as is then in existence for other senior executives during the coverage period; provided, that, if the Executive’s dependents immediate family members cannot continue to participate in the Company plans providing such benefits, the Company shall otherwise provide such benefits on substantially the same after-tax basis as if continued participation had been permitted, and and (v) the vested accrued benefits, if any, under the employee benefit programs of the Company, as provided in Section 6, above, determined in accordance with the applicable terms and provisions of such programs.

Termination Due to Death. In the event the Executive dies during the term of employment hereunder, the Executive’s 's spouse, if the spouse survives the Executive, (or, if the Executive’s 's spouse does not survive himher, the estate or other legal representative of the Executive) shall be entitled to receive the Base Salary as provided in Section 4, above, at the rate in effect at the time of Executive’s 's death, to be paid in accordance with the Company’s 's regular payroll practices, practices through the end of the sixth month after the month in which the Executive dies. In addition to the above, the estate or other legal representative of the Executive shall be entitled to: (i) any annual bonus awarded in accordance with the Company’s 's bonus program but not yet paid under Section 5, above, to be paid at the time such bonus would otherwise be due under the applicable program, and reimbursement of business expenses incurred prior to death in accordance with Section 7(a) 7 above, , (ii) within 45 days after the date of death, a pro rata bonus for the year of death in an amount determined by the Compensation Committee, but in no event less than a pro rata portion of the Executive’s 's average annual bonus for the immediately preceding three years (or the period of the Executive’s 's employment with the Company, if less), , (iii) the rights under any options to purchase equity securities of the Company or other rights with respect to equity securities of the Company, including any restricted stock or other securities, held by the Executive determined in accordance with the terms thereof, , (iv) for a period of six months following the Executive’s 's death, continued medical benefit plan coverage (including dental and vision benefits if provided under the applicable plans) for the Executive’s 's dependents, if any, under the Company’s 's medical benefit plans upon substantially the same terms and conditions (including cost of coverage to the dependents) as is then in existence for other executives during the coverage period; providedPROVIDED, thatTHAT, if the Executive’s 's dependents cannot continue to participate in the Company plans providing such benefits, the Company shall otherwise provide such benefits on substantially the same after-tax basis as if continued participation had been permitted, and and (v) the vested accrued benefits, if any, under the employee benefit programs of the Company, as provided in Section 6, above, determined in accordance with the applicable terms and provisions of such programs.

Termination Due to Death. In the event the Executive dies during the term of employment hereunder, the Executive’s spouse, if the spouse survives the Executive, (or, if the Executive’s spouse does not survive him, the estate or other legal representative of the Executive) shall be entitled to receive the Base Salary as provided in Section 4, above, at the rate in effect at the time of Executive’s death, to be paid in accordance with the Company’s regular payroll practicespractices (as in effect at the time of death), through the end of the sixth month after the month in which the Executive dies. In addition to the above, the estate or other legal representative of the Executive shall be entitled to: (i) any annual bonus awarded in accordance with the Company’s bonus program but not yet paid under Section 5, above, to be paid at the time such bonus would otherwise be due under the applicable programSection 5 above, and reimbursement of business expenses incurred prior to death in accordance with Section 7(a) 7 above, , (ii) within 45 days after the date of death, a pro rata bonus for the year of death in an amount determined by the Compensation Committee, but in no event less than a pro rata portion of the Executive’s average annual bonus for the immediately preceding three years (or the period of the Executive’s employment with the Company, if less), , (iii) the rights under any options to purchase equity securities of the Company or other rights with respect to equity securities of the Company, including any restricted stock or other securities, held by the Executive determined in accordance with the terms thereof, , (iv) for a period of six months following the Executive’s death, continued medical benefit plan coverage (including dental and vision benefits if provided under the applicable plans) for the Executive’s dependents, if any, under the Company’s medical benefit plans upon substantially the same terms and conditions (including cost of coverage to the dependents) as is then in existence for other executives during the coverage period; provided, that, if the Executive’s dependents cannot continue to participate in the Company plans providing such benefits, the Company shall otherwise provide such benefits on substantially the same after-tax basis as if continued participation had been permitted, and and (v) the vested accrued benefits, if any, under the employee benefit programs of the Company, as provided in Section 6, above, determined in accordance with the applicable terms and provisions of such programs.

Termination Due to Death. In the event the Executive dies during the term of employment hereunder, the Executive’s spouse, if the spouse survives the Executive, (or, if the Executive’s spouse does not survive him, the estate or other legal representative of the Executive) shall be entitled to receive the Base Salary as provided in Section 4, above, at the rate in effect at the time of Executive’s death, to be paid in accordance with the Company’s regular payroll practicespractices (as in effect at the time of death), through the end of the sixth month after the month in which the Executive dies. In addition to the above, the estate or other legal representative of the Executive shall be entitled to: (i) any annual bonus awarded in accordance with the Company’s bonus program but not yet paid under Section 5, 5 above, to be paid at the time such bonus would otherwise be due under the applicable programSection 5 above, and reimbursement of business expenses incurred prior to death in accordance with Section 7(a) 7 above, (ii) within 45 days after the date of death, a pro rata bonus for the year of death in an amount determined by the Compensation Committee, but in no event less than a pro rata portion of the Executive’s average annual bonus for the immediately preceding three years (or the period of the Executive’s employment with the Company, if less), (iii) the rights under any options to purchase equity securities of the Company or other rights with respect to equity securities of the Company, including any restricted stock or other securities, held by the Executive determined in accordance with the terms thereof, (iv) for a period of six months following the Executive’s death, continued medical benefit plan coverage (including dental and vision benefits if provided under the applicable plans) for the Executive’s dependents, if any, under the Company’s medical benefit plans upon substantially the same terms and conditions (including cost of coverage to the dependents) as is then in existence for other executives during the coverage period; provided, that, if the Executive’s dependents cannot continue to participate in the Company plans providing such benefits, the Company shall otherwise provide such benefits on substantially the same after-tax basis as if continued participation had been permitted, and and (v) the vested accrued benefits, if any, under the employee benefit programs of the Company, as provided in Section 6, above, determined in accordance with the applicable terms and provisions of such programs.

Termination Due to Death. In the event the Executive dies Executive’s employment is terminated during the term Term by reason of employment hereunderdeath, subject to Section 7.1(g), the Company’s obligations under this Agreement shall immediately expire. Notwithstanding the foregoing, the Company shall be obligated to pay to the Executive the following: (a) Base Salary through the Effective Date of Termination; (b) An amount equal to the Executive’s spouseunpaid Targeted Annual Bonus Award, established for the fiscal year in which such termination is effective, multiplied by a fraction, the numerator of which is the number of completed days in the then-existing fiscal year through the Effective Date of Termination, and the denominator of which is 365; (c) Additionally, if such termination is effective after January 1st of any calendar year but prior to the spouse survives the Executive, (or, if payment of the Executive’s spouse does not survive himAnnual Bonus (if any) for the prior calendar year, then the estate or other legal representative of the Executive) Executive shall be entitled to receive the Base Salary full amount of the Annual Bonus (if any) for the prior calendar year as provided determined by the Board in Section 4, above, at its sole discretion based upon the rate in effect at the time of Executive’s deathperformance for the prior calendar year; (d) All outstanding long-term incentive awards shall be subject to the treatment provided under the applicable long-term incentive plan of the Company or grant agreement; (e) Accrued but unused vacation pay through the Effective Date of Termination; and (f) All other rights and benefits the Executive is vested in, pursuant to other plans and programs of the Company. (g) The benefits described in Sections 7.1(a), (b) and (d) shall be paid in cash to the Executive in a single lump sum as soon as practicable following the Effective Date of Termination, but in no event more than 30 days after such date. All other payments due to the Executive upon termination of employment, including those described in Sections 7.1(c) and (e), shall be paid in accordance with the Company’s regular payroll practicesterms of such applicable plans or programs. (h) With the exception of Articles 8, through the end of the sixth month after the month in 9, 10, 11, 12, 15 and 16 and Section 7.1 (which the Executive dies. In addition to the aboveshall survive such termination), the estate or other legal representative of Company and the Executive shall be entitled to: (i) any annual bonus awarded in accordance with the Company’s bonus program but not yet paid have no further obligations under Section 5, above, to be paid at the time such bonus would otherwise be due under the applicable program, and reimbursement of business expenses incurred prior to death in accordance with Section 7(a) above, (ii) within 45 days after the date of death, a pro rata bonus for the year of death in an amount determined by the Compensation Committee, but in no event less than a pro rata portion of the Executive’s average annual bonus for the immediately preceding three years (or the period of the Executive’s employment with the Company, if less), (iii) the rights under any options to purchase equity securities of the Company or other rights with respect to equity securities of the Company, including any restricted stock or other securities, held by the Executive determined in accordance with the terms thereof, (iv) for a period of six months this Agreement following the Executive’s death, continued medical benefit plan coverage (including dental and vision benefits if provided under the applicable plans) for the Executive’s dependents, if any, under the Company’s medical benefit plans upon substantially the same terms and conditions (including cost Effective Date of coverage Termination pursuant to the dependents) as is then in existence for other executives during the coverage period; provided, that, if the Executive’s dependents cannot continue to participate in the Company plans providing such benefits, the Company shall otherwise provide such benefits on substantially the same after-tax basis as if continued participation had been permitted, and (v) the vested accrued benefits, if any, under the employee benefit programs of the Company, as provided in this Section 6, above, determined in accordance with the applicable terms and provisions of such programs7.1.

Termination Due to Death. The Employee’s employment shall terminate upon the Employee’s death. In the event the Executive dies during the term of employment hereundersuch event, the Executive’s spouse, if the spouse survives the Executive, (or, if the Executive’s spouse does not survive him, the estate or other legal representative of the Executive) Employee’s estate or the Employee’s beneficiary as designated pursuant to Section 12.i. shall be entitled to receive the receive: i. any unpaid Base Salary through the Date of Termination; ii. any Incentive Bonus that has been earned in respect of a previous calendar year but not paid as provided of the Date of Termination; iii. any deferred compensation (including, without limitation, interest or other credits on such deferred amounts), to the extent permitted under Section 409A of the Code, under any plan or agreement pursuant to which such deferred compensation was provided, in Section 4, above, at the rate in effect at the time of Executive’s death, each case to be paid in accordance with the Company’s regular payroll practices, through the end terms of the sixth month after the month plan or agreement pursuant to which such deferred compensation was provided; EMPLOYMENT AGREEMENT -10- XXXXX X. XXXXXXX xx. payment in which the Executive dies. In addition respect of any accrued but unused paid time off or sick pay and reimbursement for any business expenses incurred but not yet reimbursed prior to the aboveDate of Termination; v. for three (3) years following the date of the Employee’s death, the estate or other legal representative of Company shall continue all Medical Benefits to the Executive shall be entitled to: (i) any annual bonus awarded Employee’s family at least equal to those which would have been provided to them in accordance with the Companyplans and programs described in Section 4.e. of this Agreement if the Employee’s bonus program but employment had not yet paid under Section 5been terminated due to his death or, aboveif more favorable to the Employee’s family, as in effect generally at any time thereafter during the aforesaid period with respect to be paid at other senior executives of the time such bonus Company and their families; provided that the Employee’s family shall make all premium payments that would otherwise be required of the Employee if the Employee’s employment had not been terminated due to death. In the event that the participation of the Employee’s family in any such Medical Benefits plan or program is barred, the Company shall arrange to provide the Employee’s family with family Medical Benefits substantially similar to those which the Employee’s family would otherwise have been entitled to receive under such plans and programs from which continued participation is barred, provided that the applicable program, Employee’s family shall make payments to the Company in amounts and reimbursement of business expenses incurred prior to death in accordance with Section 7(a) above, (ii) within 45 days after the date of death, a pro rata bonus for the year of death in an amount determined at times as any premiums would have been paid by the Compensation Committee, but in no event less than a pro rata portion of the ExecutiveEmployee’s average annual bonus for family pursuant to the immediately preceding three years (sentence; and vi. any other compensation or the period benefits which may be owed or provided to or in respect of the Executive’s employment with the Company, if less), (iii) the rights under any options to purchase equity securities of the Company or other rights with respect to equity securities of the Company, including any restricted stock or other securities, held by the Executive determined Employee in accordance with the terms thereof, (iv) for a period and provisions of six months following the Executive’s death, continued medical benefit plan coverage (including dental this Agreement or any plans and vision benefits if provided under the applicable plans) for the Executive’s dependents, if any, under the Company’s medical benefit plans upon substantially the same terms and conditions (including cost of coverage to the dependents) as is then in existence for other executives during the coverage period; provided, that, if the Executive’s dependents cannot continue to participate in the Company plans providing such benefits, the Company shall otherwise provide such benefits on substantially the same after-tax basis as if continued participation had been permitted, and (v) the vested accrued benefits, if any, under the employee benefit programs of the Company, as provided in Section 6, above, determined in accordance with the applicable terms and provisions of such programs.

Termination Due to Death. In the event the Executive dies during the term of employment hereunder, the Executive’s 's spouse, if the spouse survives the Executive, (or, if the Executive’s 's spouse does not survive himher, the estate or other legal representative of the Executive) shall be entitled to receive the Base Salary as provided in Section 4, above, at the rate in effect at the time of Executive’s 's death, to be paid in accordance with the Company’s 's regular payroll practicespractices or in a lump sum, at the Company's option, through the end of the sixth month after the month in which the Executive dies. In addition to the above, the estate or other legal representative of the Executive shall be entitled to: (i) any annual bonus awarded in accordance with the Company’s 's bonus program but not yet paid under Section 5, above, to be paid at the time such bonus would otherwise be due under the applicable program, and reimbursement of business expenses incurred prior to death in accordance with Section 7(a) above, , (ii) within 45 days after the date of death, a pro rata bonus for the year of death in an amount determined by the Compensation Committee, but in no event less than a pro rata portion of the Executive’s 's average annual bonus for the immediately preceding three years (or the period of the Executive’s 's employment with the Company, if less), , (iii) the rights under any options to purchase equity securities of the Company or other rights with respect to equity securities of the Company, including any restricted stock or other securities, held by the Executive determined in accordance with the terms thereof, , (iv) for a period of six months following the Executive’s 's death, continued medical benefit plan coverage (including dental and vision benefits if provided under the applicable plans) for the Executive’s 's dependents, if any, under the Company’s 's medical benefit plans upon substantially the same terms and conditions (including cost of coverage to the dependents) as is then in existence for other executives during the coverage period; providedPROVIDED, thatTHAT, if the Executive’s 's dependents cannot continue to participate in the Company plans providing such benefits, the Company shall otherwise provide such benefits on substantially the same after-tax basis as if continued participation had been permitted, and and (v) the vested accrued benefits, if any, under the employee benefit programs of the Company, as provided in Section 6, above, determined in accordance with the applicable terms and provisions of such programs.. [XL CAPITAL LOGO]

Termination Due to Death. In the event the Executive dies during the term of employment hereunder, that the Executive’s spouse's employment is terminated due to his death, if the spouse survives the Executive, (or, if the Executive’s spouse does not survive him, the his estate or other legal representative of his beneficiaries, as the Executive) case may be, shall be entitled to receive the following benefits: (i) continuation of Base Salary as provided in Section 4, above, at the rate in effect at the time of Executive’s death, to be paid in accordance with the Company’s regular payroll practices, through the end of the sixth month after the month in which the Executive dies. In addition to the above, the estate or other legal representative of the Executive shall be entitled to: (i) any annual bonus awarded in accordance with the Company’s bonus program but not yet paid under Section 5, above, to be paid at the time such bonus would otherwise be due under the applicable program, Employment Period and reimbursement of business expenses incurred prior to death in accordance with Section 7(a) above, (ii) within 45 days after the date of death, a pro rata bonus for the year of death in an amount determined by the Compensation Committee, but in no event less than a pro rata portion of the Executive’s average annual bonus for the immediately preceding three years (or the period of the Executive’s employment with the Company, if less), (iii) the rights under any options to purchase equity securities of the Company or other rights with respect to equity securities of the Company, including any restricted stock or other securities, held by the Executive determined in accordance with the terms thereof, (iv) for a period of six 24 months thereafter; the Base Salary during the 24 months following the Executive’s death, continued medical benefit plan coverage Employment Period shall be the Base Salary that was payable during the final year of the Employment Period; (including dental and vision benefits if provided under the applicable plansii) annual incentive award for the year in which the Executive’s dependents's death occurs, if anybased on the original target award performance for such year, under payable in a single installment promptly after his death; (iii) continued participation by the Executive's spouse during her lifetime in the Company’s 's medical benefit plans upon substantially and dental plans, or, in the same terms and conditions (including cost of coverage to the dependents) as is then in existence for other executives during the coverage period; provided, that, if event that the Executive’s dependents can's spouse is not continue eligible to participate in such plans or such plans are terminated after the Company termination of the Executive's employment, in plans providing such benefits(including plans maintained solely for the benefit of the Executive's spouse) that provide benefits that are equivalent to those provided under each of the Company's medical and dental plans on the date the Executive's employment is terminated; (iv) the supplemental pension benefit provided in Section 6 shall fully vest; and (v) upon the death of both the Executive and his spouse, the Company shall, upon the demand of the Executive's or his spouse's estate or his or her beneficiaries, as the case may be, (A) buy back from such estate or such beneficiaries 7,500,000 shares of Stock (or such lesser amount as may be specified in such demand) within ninety days of such demand at the Fair Market Value thereof during the calendar quarter ending immediately prior to the date of such demand, or register the public offer and sale by such estate or such beneficiaries of 7,500,000 shares of Stock (or such lesser amount as may be specified in such demand) pursuant to the Registration Rights Agreement; PROVIDED, HOWEVER, that the Company shall otherwise provide not have any obligation either to buy back shares of Stock or to register the public offer and sale thereof if such benefits on substantially the same after-tax basis as if continued participation had been permitted, and (v) the vested accrued benefits, if any, estate or such beneficiaries can then sell all shares of Stock owned by it or them in a public offering in an unlimited number without registration of such sale under the employee benefit programs Securities Act of the Company1933, as provided in Section 6, above, determined in accordance with the applicable terms and provisions of such programsamended.

Termination Due to Death. The Employee’s employment shall terminate upon the Employee’s death. In the event the Executive dies during the term of employment hereundersuch event, the Executivelegal representative of Employee’s spouse, if the spouse survives the Executive, (or, if the Executive’s spouse does not survive him, the estate or Employee’s beneficiary as designated pursuant to Section 10.i. shall be entitled to receive: i. any unpaid Base Salary through the Date of Termination; ii. any deferred compensation (including, without limitation, interest or other credits on such deferred amounts) to the extent permitted under any plan or agreement pursuant to which such deferred compensation was provided, any Incentive Bonus, any accrued vacation pay and any reimbursement for expenses incurred but not yet paid prior to such Date of Termination; iii. a periodic payment (the “Death Termination Payment”) equal to the Employee’s Aggregate Compensation for the calendar year prior to the year in which the Employee’s death occurs divided by 26, which shall be paid to the legal representative of the ExecutiveEmployee’s estate or Employee’s designated beneficiary in bi-weekly installments for a period of 24 months following the Employee’s date of death; iv. for three (3) shall be entitled to receive years following the Base Salary as provided in Section 4, above, at the rate in effect at the time date of ExecutiveEmployee’s death, the Company shall continue all Medical Benefits to be paid the Employee’s family at least equal to those which would have been provided to them in accordance with the Companyplans and programs described in Section 4.e. of this Agreement if the Employee’s regular payroll practicesemployment had not been terminated due to his death or, through if more favorable to the end Employee’s family, as in effect generally at any time thereafter during the aforesaid period with respect to other senior executives of the sixth month after Company and their families; provided that the month in which the Executive dies. In addition to the above, the estate or other legal representative of the Executive Employee’s family shall be entitled to: (i) any annual bonus awarded in accordance with the Company’s bonus program but not yet paid under Section 5, above, to be paid at the time such bonus make all premium payments that would otherwise be required of the Employee if the Employee’s employment had not been terminated due to death. In the event that the participation of the Employee’s family in any such Medical Benefits plan or program is barred, the Company shall arrange to provide the Employee’s family with family Medical Benefits substantially similar to those which the Employee’s family would otherwise have been entitled to receive under such plans and programs from which continued participation is barred, provided that the applicable program, Employee’s family shall make payments to the Company in amounts and reimbursement of business expenses incurred prior to death in accordance with Section 7(a) above, (ii) within 45 days after the date of death, a pro rata bonus for the year of death in an amount determined at times as any premiums would have been paid by the Compensation Committee, but in no event less than a pro rata portion of the ExecutiveEmployee’s average annual bonus for family pursuant to the immediately preceding three years (sentence; and v. any other compensation or the period benefits which may be owed or provided to or in respect of the Executive’s employment with the Company, if less), (iii) the rights under any options to purchase equity securities of the Company or other rights with respect to equity securities of the Company, including any restricted stock or other securities, held by the Executive determined Employee in accordance with the terms thereof, (iv) for a period and provisions of six months following the Executive’s death, continued medical benefit plan coverage (including dental this Agreement or any plans and vision benefits if provided under the applicable plans) for the Executive’s dependents, if any, under the Company’s medical benefit plans upon substantially the same terms and conditions (including cost of coverage to the dependents) as is then in existence for other executives during the coverage period; provided, that, if the Executive’s dependents cannot continue to participate in the Company plans providing such benefits, the Company shall otherwise provide such benefits on substantially the same after-tax basis as if continued participation had been permitted, and (v) the vested accrued benefits, if any, under the employee benefit programs of the Company, as provided in Section 6, above, determined in accordance with the applicable terms and provisions of such programs.

Termination Due to Death. In the event the Executive dies during the term of employment hereunder, the Executive’s spouse, if the spouse survives the Executive, (or, if the Executive’s spouse does not survive him, the estate or other legal representative of the Executive) shall be entitled to receive the Base Salary as provided in Section 4, above, at the rate in effect at the time of Executive’s death, to be paid in accordance with the Company’s regular payroll practices, practices through the end of the sixth month after the month in which the Executive dies. In addition to the above, the estate or other legal representative of the Executive shall be entitled to: (i) any annual bonus awarded in accordance with the Company’s bonus program but not yet paid under Section 5, above, to be paid at the time such bonus would otherwise be due under the applicable programSection 5 above, and reimbursement of business expenses incurred prior to death in accordance with Section 7(a) 7 above, (ii) within 45 days after the date of death, a pro rata bonus for the year of death in an amount determined by the Compensation Committee, but in no event less than a pro rata portion of the Executive’s average annual bonus for the immediately preceding three years (or the period of the Executive’s employment with the Company, if less), , (iii) the rights under any options to purchase equity securities of the Company or other rights with respect to equity securities of the Company, including any restricted stock or other securities, held by the Executive determined in accordance with the terms thereof, , (iv) for a period of six months following the Executive’s death, continued medical benefit plan coverage (including dental and vision benefits if provided under the applicable plans) for the Executive’s dependents, if any, under the Company’s medical benefit plans upon substantially the same terms and conditions (including cost of coverage to the dependents) as is then in existence for other executives during the coverage period; provided, that, if the Executive’s dependents cannot continue to participate in the Company plans providing such benefits, the Company shall otherwise provide such benefits on substantially the same after-tax basis as if continued participation had been permittedpermitted (and any payment made by the Company in respect of any taxes imposed with respect to such benefits shall be paid to the Executive’s dependents, and or to the applicable taxing authority on their behalf, no later than the due date of such taxes), and (v) the vested accrued benefits, if any, under the employee benefit programs of the Company, as provided in Section 6, above, determined in accordance with the applicable terms and provisions of such programs.

Termination Due to Death. In the event the Executive dies during the term of employment hereunder, the Executive’s spouse, if the spouse survives the Executive, (or, if the Executive’s spouse does not survive himher, the estate or other legal representative of the Executive) shall be entitled to receive the Base Salary as provided in Section 4, above, at the rate in effect at the time of Executive’s death, to be paid in accordance with the Company’s regular payroll practicespractices (as in effect at the time of death), through the end of the sixth month after the month in which the Executive dies. In addition to the above, the estate or other legal representative of the Executive shall be entitled to: (i) any annual bonus awarded in accordance with the Company’s bonus program but not yet paid under Section 5, 5 above, to be paid at the time such bonus would otherwise be due under the applicable programSection 5 above, and reimbursement of business expenses incurred prior to death in accordance with Section 7(a) 7 above, , (ii) if the date of death occurs after 2008, within 45 days after the date of death, a pro rata bonus for the year of death in an amount determined by the Compensation Committee, but in no event less than a pro rata portion of the Executive’s average annual bonus for the immediately preceding three years (or the period of the Executive’s employment with the Company, if less), , (iii) if the date of death occurs prior to the date the second installment of the 2008 Guaranteed Bonus is paid, such unpaid installment shall be paid as provided in Section 5 as if the Executive’s employment had not terminated, (iv) the rights under any options to purchase equity securities of the Company or other rights with respect to equity securities of the Company, including any restricted stock or other securities, held by the Executive determined in accordance with the terms thereof, , (ivv) for a period of six months following the Executive’s death, continued medical benefit plan coverage (including dental and vision benefits if provided under the applicable plans) for the Executive’s dependentsimmediate family members, if any, under the Company’s medical benefit plans upon substantially the same terms and conditions (including cost of coverage to the dependentsimmediate family members) as is then in existence for other senior executives during the coverage period; provided, that, if the Executive’s dependents immediate family members cannot continue to participate in the Company plans providing such benefits, the Company shall otherwise provide such benefits on substantially the same after-tax basis as if continued participation had been permitted, and and (vvi) the vested accrued benefits, if any, under the employee benefit programs of the Company, as provided in Section 6, above, determined in accordance with the applicable terms and provisions of such programs, including any previously granted and unpaid LTIP, deferred cash and retention awards.

Termination Due to Death. In the event the Executive dies during the term of employment hereunder, that the Executive’s spouse's employment hereunder is terminated due to his death, if the spouse survives the Executive, (or, if the Executive’s spouse does not survive him, the his estate or other legal representative of his beneficiaries (as the Executivecase may be) shall be entitled to receive the Base Salary as provided in Section 4, above, at the rate in effect at the time of Executive’s death, to be paid in accordance with the Company’s regular payroll practices, through the end of the sixth month after the month in which the Executive dies. In addition to the above, the estate or other legal representative of the Executive shall be entitled to: (i) any annual bonus awarded in accordance with Base Salary through the Company’s bonus program but not yet paid under Section 5, above, to be paid at the time such bonus would otherwise be due under the applicable program, and reimbursement date of business expenses incurred prior to death in accordance with Section 7(a) above, his death; (ii) within 45 days a Pro-Rata Annual Incentive Award for the year in which his death occurs, payable in a lump sum promptly after his death, and, if the product of (A) 75% of the annual incentive bonus payment(s) earned by the Company's Chief Executive Officer for such year and (B) the fraction described in Section 1(p)(ii), shall exceed such Pro-Rata Annual Incentive Award, an amount equal to such excess, payable no later than the date specified in the last sentence of Section 5; (iii) payments with respect to any long-term incentive awards that have long-term incentive measurement periods ending after the date of his death to the extent provided in the applicable plans or programs or, if greater, award documents in the event of death; (iv) the continued right to exercise each outstanding stock option to the extent provided in the applicable plan or, if greater, grant document in the event of death, a pro rata bonus with each such option to become and remain exercisable to the extent provided in the applicable plan or, if greater, grant document in the event of death; (v) immediate vesting of all shares of Restricted Stock and, notwithstanding Section 9(a)(iv), the Stock Option; (vi) the retirement benefit payable pursuant to the Retirement Benefit Agreement; (vii) continued participation for the one year of death in an amount determined by the Compensation Committee, but in no event less than a pro rata portion for each of the Executive’s average annual bonus for 's dependents in all medical, dental, vision, hospitalization and other employee welfare benefit plans, programs and arrangements in which such dependent was participating as of the immediately preceding three years (or the period date of the Executive’s employment with the Company, if less), (iii) the rights under any options to purchase equity securities of the Company or other rights with respect to equity securities of the Company, including any restricted stock or other securities, held by the Executive determined in accordance with the terms thereof, (iv) for a period of six months following the Executive’s 's death, continued medical benefit plan coverage (including dental and vision benefits if provided under the applicable plans) for the Executive’s dependents, if any, under the Company’s medical benefit plans upon substantially the same on terms and conditions no less favorable than those applying on such date and with COBRA benefits commencing thereafter; and (including cost of coverage to the dependents) as is then in existence for other executives during the coverage period; provided, that, if the Executive’s dependents cannot continue to participate in the Company plans providing such benefits, the Company shall otherwise provide such benefits on substantially the same after-tax basis as if continued participation had been permitted, and (vviii) the vested accrued benefits, if any, under the employee benefit programs of the Company, as provided benefits described in Section 6, above, determined in accordance with the applicable terms and provisions of such programs9(h)(i).

Termination Due to Death. In the event the Executive dies during the term of employment hereunder, the Executive’s 's spouse, if the spouse survives the Executive, (or, if the Executive’s spouse does not survive him, the estate or other legal representative of the Executive) shall be entitled to receive the Base Salary as provided in Section 4, above, at the rate in effect at the time of Executive’s 's death, to be paid in accordance with the Company’s 's regular payroll practicespractices or in a lump sum, at the Company's option, through the end of the sixth month after the month in which the Executive dies. In the event that the Executive's spouse does not survive him, the estate or other legal representative of the Executive shall be entitled to receive the Base Salary as provided in Section 4, above, at the rate in effect at the time of the Executive's death, to be paid in accordance with the Company's regular payroll practices or in a lump sum, at the Company's option, through the end of the sixth month after the month in which the Executive dies. In addition to the above, the estate or other legal representative of the Executive shall be entitled to: (i) any annual bonus awarded earned in accordance with the Company’s 's bonus program or awarded but not yet paid under Section 5, above, to be paid at the time such bonus would otherwise be due under the applicable program, and reimbursement of business expenses incurred prior to death in accordance with Section 7(a) above, , (ii) within 45 days after the date of death, a pro rata bonus for the year of death in an amount determined by the Compensation Committee, but in no event less than a pro rata portion of the Executive’s average annual 's target bonus for the immediately preceding three years (or the period of the Executive’s employment with the Company, if less), year, (iii) full and immediate vesting as of the date of death of all rights under any options to purchase equity securities of the Company or other rights with respect to equity securities of the Company, including any restricted stock or other securities, held by the Executive determined in accordance with the terms thereof, Executive, (iv) for a period of six months following the Executive’s death, continued medical benefit plan coverage (including dental full and vision benefits if provided under the applicable plans) for the Executive’s dependents, if any, immediate vesting under the Company’s medical benefit 's pension plans upon substantially as of the same terms and conditions (including cost date of coverage death, to the dependents) as is then in existence for other executives during the coverage period; providedextent permitted by applicable law, that, if the Executive’s dependents cannot continue to participate in the Company plans providing such benefits, the Company shall otherwise provide such benefits on substantially the same after-tax basis as if continued participation had been permitted, and and (v) the vested accrued any other rights and benefits, if any, available under the employee benefit programs of the Company, or their equivalent, as provided in Section 6, above, and under business expense reimbursement and fringe benefits programs as described in Section 7, above, determined in accordance with the applicable terms and provisions of such programs, PROVIDED that such rights and benefits (excluding any right to be considered for additional grants under the Company's stock option and other stock-based compensation or incentive plans), or the economic equivalent thereof on an after-tax basis to the Executive's estate or other legal representative, shall continue for at least six months following the end of the month in which the Executive dies.

Termination Due to Death. In the event the Executive’s employment is terminated by reason of death, subject to Section 7.1(i), the Company’s obligations under this Agreement shall immediately expire. Notwithstanding the foregoing, the Company shall be obligated to pay to the Executive dies during the term following: (a) Base Salary through the Effective Date of employment hereunder, Termination; (b) An amount equal to the Executive’s spouseunpaid Target Annual Bonus established for the fiscal year in which such termination is effective, if multiplied by a fraction, the spouse survives numerator of which is the Executivenumber of completed days in the then-existing fiscal year through the Effective Date of Termination, and the denominator of which is 365; (or, if c) Base Salary until earlier of six (6) months after the Effective Date of Termination or the commencement of death benefits under any existing group life insurance plan maintained by the Company. (d) The Company shall pay any earned but unpaid Target Annual Bonus with respect to the calendar year ended prior to the termination of the Executive’s spouse does not survive himemployment. (e) The Company shall fully accelerate vesting of any and all unvested stock options, restricted stock units and restricted stock grants held by the estate or Executive; (f) Accrued but unused vacation pay through the Effective Date of Termination; and (g) All other legal representative rights and benefits the Executive is vested in, pursuant to other plans and programs of the ExecutiveCompany. (h) The benefits described in Sections 7.1(a), (b) and (f) shall be entitled paid in cash to receive the Base Salary Executive in a single lump sum as provided soon as practicable following the Effective Date of Termination, but in Section 4no event more than 30 days after such date. All other payments due to the Executive upon termination of employment, aboveincluding those described in Sections 7.1(c), at the rate in effect at the time of Executive’s death(d) (e) and (g), to shall be paid in accordance with the Company’s regular payroll practicesterms of such applicable plans or programs or, through in the end case of Section 7.1(c) at the sixth month after the month in which the Executive dies. In addition to the above, the estate or other legal representative of the Executive shall be entitled to:times set forth therein. (i) any annual bonus awarded in accordance with With the Company’s bonus program but not yet paid under exception of Articles 9, 10, 11, 12, 15 and 16 and Section 5, above, to be paid at the time 7.1 (which shall survive such bonus would otherwise be due under the applicable program, and reimbursement of business expenses incurred prior to death in accordance with Section 7(a) above, (ii) within 45 days after the date of death, a pro rata bonus for the year of death in an amount determined by the Compensation Committee, but in no event less than a pro rata portion of the Executive’s average annual bonus for the immediately preceding three years (or the period of the Executive’s employment with the Company, if lesstermination), (iii) the rights under any options to purchase equity securities of the Company or other rights with respect to equity securities of the Company, including any restricted stock or other securities, held by the Executive determined in accordance with the terms thereof, (iv) for a period of six months following the Executive’s death, continued medical benefit plan coverage (including dental and vision benefits if provided under the applicable plans) for the Executive’s dependents, if any, under the Company’s medical benefit plans upon substantially the same terms and conditions (including cost of coverage to the dependents) as is then in existence for other executives during the coverage period; provided, that, if the Executive’s dependents cannot continue to participate in the Company plans providing such benefits, the Company and the Executive shall otherwise provide such benefits on substantially have no further obligations under this Agreement following the same after-tax basis as if continued participation had been permitted, and (v) the vested accrued benefits, if any, under the employee benefit programs Effective Date of the Company, as provided in Termination pursuant to this Section 6, above, determined in accordance with the applicable terms and provisions of such programs7.1.

Termination Due to Death. In the event the Executive dies during the term of employment hereunder, the Executive’s spouse, if the spouse survives the Executive, (or, if the Executive’s spouse does not survive him, the estate or other legal representative of the Executive) shall be entitled to receive the Base Salary as provided in Section 4, above, at the rate in effect at the time of Executive’s death, to be paid in accordance with the Company’s regular payroll practices, practices (as in effect at the time of death) through the end of the sixth month after the month in which the Executive dies. In addition to the above, the estate or other legal representative of the Executive shall be entitled to: (i) any annual bonus awarded in accordance with the Company’s bonus program but not yet paid under Section 5, above, to be paid at the time such bonus would otherwise be due under the applicable programSection 5 above, and reimbursement of business expenses incurred prior to death in accordance with Section 7(a) 7[(a)]* above, , (ii) within 45 days after the date of deathdeath (with the actual date of payment within such 45 day period to be determined by the Company), a pro rata bonus for the year of death in an amount determined by the Compensation Committee, but in no event less than a pro rata portion of the Executive’s average annual bonus for the immediately preceding three years (or the period of the Executive’s employment with the Company, if less), , (iii) the rights under any options to purchase equity securities of the Company or other rights with respect to equity securities of the Company, including any restricted stock or other securities, held by the Executive determined in accordance with the terms thereof, , (iv) for a period of six months following the Executive’s death, continued medical benefit plan coverage (including dental and vision benefits if provided under the applicable plans) for the Executive’s dependents, if any, under the Company’s medical benefit plans upon substantially the same terms and conditions (including cost of coverage to the dependents) as is then in existence for other executives during the coverage period; provided, that, if the Executive’s dependents cannot continue to participate in the * Where applicable. Company plans providing such benefits, the Company shall otherwise provide such benefits on substantially the same after-tax basis as if continued participation had been permittedpermitted (and any payment made by the Company in respect of any taxes imposed with respect to such benefits shall be paid to the Executive’s dependents, and or to the applicable taxing authority on their behalf, no later than the due date of such taxes), and (v) the vested accrued benefits, if any, under the employee benefit programs of the Company, as provided in Section 6, above, determined in accordance with the applicable terms and provisions of such programs.

Termination Due to Death. In the event the Executive dies ------------------------- during the term of employment hereunderhis service under this Agreement, the Executive’s 's spouse, if the spouse she survives him, shall be entitled to receive the Executive's Base Fee as provided in Section 3, above, at the rate in effect immediately prior to termination, through the end of the month in which the Executive dies and thereafter shall be entitled to receive payments at the rate of US$162,500 per year (or, if greater, one half the Base Fee at the rate in effect at the time of his death) for a period of three years from the date of his death. In the event the Executive’s 's spouse dies during such three-year period, such payments shall thereafter be made to the beneficiary designated by the Executive or, in the absence of such designation, to the estate or other legal representative of the Executive. In the event that the Executive's spouse does not survive him, the estate or other legal representative of the Executive) Executive shall be entitled to receive the Base Salary Fee as provided in Section 43, above, at the rate in effect at the time of Executive’s his death, to be paid in accordance with the Company’s regular payroll practices, through the end of the sixth month after the month in which the Executive dies. In addition to the above, the estate or other legal representative of the Executive shall be entitled to: (i) any annual bonus awarded in accordance with the Company’s bonus program but not yet paid under Section 54, above, to be paid at the time such bonus would otherwise be due under the applicable program, and reimbursement of business expenses incurred prior to death in accordance with Section 7(a) above, , (ii) within 45 days after the date of death, a pro rata bonus for the year of death in an amount determined by death, if the Compensation Committee, but in no event less than a pro rata portion Executive Committee of the Executive’s average annual bonus for the immediately preceding three years (or the period of the Executive’s employment with the Company, if less), Board so determines, (iii) the rights under any options to purchase equity securities of the Company or other rights with respect to equity securities of the CompanyOption as provided in Section 5, including any restricted stock or other securitiesabove, held by the Executive determined in accordance with the terms thereofthereof except to the extent the Option has been transferred, and (iv) for a period of six months following the Executive’s death, continued medical benefit plan coverage (including dental any other rights and vision benefits if provided available to him under the applicable plans) for the Executive’s dependents, if any, under the Company’s medical benefit plans upon substantially the same terms and conditions (including cost of coverage to the dependents) as is then in existence for other executives during the coverage period; provided, that, if the Executive’s dependents cannot continue to participate in the Company plans providing such benefits, the Company shall otherwise provide such benefits on substantially the same after-tax basis as if continued participation had been permitted, and (v) the vested accrued benefits, if any, under the employee benefit programs of the CompanyCompany and Parent, or their equivalent, as provided in Section 6, above, and under business expense reimbursement and fringe benefit programs as described in Section 7, above, determined in accordance with the applicable terms and provisions of such programs.

Termination Due to Death. In the event the Executive dies during the term of employment hereunder, the Executive’s spouse, if the spouse survives the Executive, (or, if the Executive’s spouse does not survive himher, the estate or other legal representative of the Executive) shall be entitled to receive the Base Salary as provided in Section 4, above, at the rate in effect at the time of Executive’s death, to be paid in accordance with the Company’s regular payroll practices, practices (as in effect at the time of death) through the end of the sixth month after the month in which the Executive dies. In addition to the above, the estate or other legal representative of the Executive shall be entitled to: (i) any annual bonus awarded in accordance with the Company’s bonus program but not yet paid under Section 5, above, to be paid at the time such bonus would otherwise be due under the applicable programSection 5 above, and reimbursement of business expenses incurred prior to death in accordance with Section 7(a) above, , (ii) within 45 days after the date of deathdeath,(with the actual date of payment within such 45 day period to be determined by the Company), a pro rata bonus for the year of death in an amount determined by the Compensation Committee, but in no event less than a pro rata portion of the Executive’s average annual bonus for the immediately preceding three years (or the period of the Executive’s employment with the Company, if less), , (iii) the rights under any options to purchase equity securities of the Company or other rights with respect to equity securities of the Company, including any restricted stock or other securities, held by the Executive determined in accordance with the terms thereof, , (iv) for a period of six months following the Executive’s death, continued medical benefit plan coverage (including dental and vision benefits if provided under the applicable plans) for the Executive’s dependents, if any, under the Company’s medical benefit plans upon substantially the same terms and conditions (including cost of coverage to the dependents) as is then in existence for other executives during the coverage period; provided, that, if the Executive’s dependents cannot continue to participate in the Company plans providing such benefits, the Company shall otherwise provide such benefits on substantially the same after-tax basis as if continued participation had been permittedpermitted,(and any payment made by the Company in respect of any taxes imposed with respect to such benefits shall be paid to the Executive’s dependents, and or to the applicable taxing authority on their behalf, no later than the due date of such taxes), and (v) the vested accrued benefits, if any, under the employee benefit programs of the Company, as provided in Section 6, above, determined in accordance with the applicable terms and provisions of such programs.

Termination Due to Death. In the event the Executive dies during the term of employment hereunder, the Executive’s 's spouse, if the spouse survives the Executive, (or, if the Executive’s 's spouse does not survive him, the estate or other legal representative of the Executive) shall be entitled to receive the Base Salary as provided in Section 4, above, at the rate in effect at the time of Executive’s 's death, to be paid in accordance with the Company’s 's regular payroll practicespractices or in a lump sum, at the Company's option, through the end of the sixth month after the month in which the Executive dies. In addition to the above, the estate or other legal representative of the Executive shall be entitled to: (i) any annual bonus awarded in accordance with the Company’s 's bonus program but not yet paid under Section 5, above, to be paid at the time such bonus would otherwise be due under the applicable program, and reimbursement of business expenses incurred prior to death in accordance with Section 7(a) above, , (ii) within 45 days after the date of death, a pro rata bonus for the year of death in an amount determined by the Compensation Committee, but in no event less than a pro rata portion of the Executive’s 's average annual bonus for the immediately preceding three years (or the period of the Executive’s 's employment with the Company, if less), , (iii) the rights under any options to purchase equity securities of the Company or other rights with respect to equity securities of the Company, including any restricted stock or other securities, held by the Executive determined in accordance with the terms thereof, , (iv) for a period of six months following the Executive’s 's death, continued medical benefit plan coverage (including dental and vision benefits if provided under the applicable plans) for the Executive’s 's dependents, if any, under the Company’s 's medical benefit plans upon substantially the same terms and conditions (including cost of coverage to the dependents) as is then in existence for other executives during the coverage period; providedPROVIDED, thatTHAT, if the Executive’s 's dependents cannot continue to participate in the Company plans providing such benefits, the Company shall otherwise provide such benefits on substantially the same after-tax basis as if continued participation had been permitted, and [XL CAPITAL LOGO] (v) the vested accrued benefits, if any, under the employee benefit programs of the Company, as provided in Section 6, above, determined in accordance with the applicable terms and provisions of such programs.