OVERSEAS PARTNERS LTD
SEPARATION AGREEMENT, MARY HENNESSY
<DOCUMENT>
<TYPE>EX-10.A
<SEQUENCE>3
<FILENAME>dex10a.txt
<DESCRIPTION>SEPARATION AGREEMENT, MARY HENNESSY
<TEXT>
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                                                                   Exhibit 10(a)

                              SEPARATION AGREEMENT
                                       AND
                                 GENERAL RELEASE

THIS AGREEMENT is made as of the 15th day of April, 2002.

BETWEEN:

      Overseas Partners Ltd., One Victoria Street, Hamilton (the "Company")

                                    - and -

                       Mary R. Hennessy (the "Executive")

WHEREAS the Executive is employed by the Company; and

WHEREAS the Executive's employment with the Company shall end on the date
specified herein;

THEREFORE the Company and the Executive agree that:

     1)  The Executive's employment with the Company will end on April 15th,
         2002 ("the Termination Date").

     2)  Subject to the Executive's compliance with her obligations under this
         Agreement, the Company will pay to the Executive within ten (10) days
         of the Termination Date, an amount calculated in accordance with
         clause 5 c) of the employment agreement dated September 27, 2001 made
         between the Company and the Executive (the "Employment Agreement") and,
         to the extent permitted by law, the Company will provide continued
         participation in the benefit plans referred to in clauses 4 (e) and
         (g) of the Employment Agreement,or if not permitted by law the Company
         will provide equivalent coverage, until the earlier of (x) the end of
         the twelve (12) month period following the Termination Date and (y)
         the date the Executive receives equivalent coverage and benefits under
         plans and programs of a subsequent employer. Further, all outstanding
         grants of restricted stock, stock options and stock appreciation
         rights previously granted to the Executive shall vest in accordance
         with clause 5 d) of the Employment Agreement. Save as otherwise
         provided herein, the provision of this Agreement shall not affect the
         Executive's rights with respect to the stock

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          appreciation rights granted pursuant to the stock appreciation rights
          award certificates between the Executive and the Company dated March
          31, 2001 and August 15, 2001, nor with respect to the restricted stock
          grants made pursuant to the Restricted Stock Grant Award Agreements
          between the Executive and the Company dated August 15, 2001 nor with
          respect to the option grants made pursuant to the Option Award
          Agreement made between the Executive and the Company dated August 15,
          2001. Except as specifically provided otherwise herein, the Executive
          shall not be entitled to receive any amounts described in the
          Employment Agreement, and hereby waives any rights she otherwise may
          have to receive any such amounts.

     3)a)The Executive agrees that without the express written consent of an
          executive officer of the Company, including but not limited to the
          Company's Chief Executive Officer (that is, the Chief Executive
          Officer who replaces the Executive in that office or any subsequently
          appointed Chief Executive Officer) and Chief Financial Officer, or as
          otherwise provided herein, the Executive shall, for a period of two
          years following the Termination Date, keep confidential all
          "Confidential Information" as defined herein and shall not disclose
          such Confidential information to any person. The term "Confidential
          Information" means for the purposes hereof (a) all oral, visual,
          electronic and/or written information concerning the clients, business
          partners, operations, properties, contracts and finance of the Company
          and its parent, affiliates and subsidiaries that is non-public,
          confidential or proprietary in nature and, (b) the provisions of this
          Agreement and the terms and conditions of the termination of the
          Executive's employment with the Company including without limitation,
          any payments made or to be made to the Executive in connection
          herewith but shall not include information which (i) at the time of
          disclosure is generally available to the public (other than as a
          result of its disclosure by the Executive), and (ii) was or becomes
          available to the Executive on a non-confidential basis from a source
          other than the Company its parent, affiliates, subsidiaries or their
          advisors or agents provided that the source is not known by the
          Executive to be bound by any contractual, legal or fiduciary
          obligation of confidentiality to the Company or any other party.

     b)   In the event that the Executive is required by law to disclose any
          Confidential Information, the Executive will promptly notify the
          Company so that the Company

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          may seek an appropriate protective order and/or waive compliance with
          the provisions of this Agreement. If, in the absence of a protective
          order or other remedy or the receipt by the Executive of a waiver
          hereunder, the Executive is compelled to disclose Confidential
          Information, the Executive may disclose only that portion of the
          Confidential Information that the Executive is legally required to
          disclose.

     c)   The Executive agrees that for a period of two years from the date
          hereof, the Executive will not, directly or indirectly, solicit for
          employment or hire any employee of the Company or any of its
          affiliates, provided however, that this clause will not prevent the
          Executive from employing any such person who (i) contacts the
          Executive on his or her own initiative without any direct solicitation
          by the Executive or (ii) who responds to any general solicitation or
          advertisement for employment.

     4)   The Executive agrees to cooperate with the Company in respect of any
          reasonable requests by the Company, made within a reasonable period
          after the Termination Date, for information or assistance relating to
          any part of the Company's business or transactions in respect of which
          the Executive has knowledge or was involved during the period of the
          Executive's employment with the Company.

     5)   The Executive represents and confirms that the Executive has returned
          or undertakes to return to the Company on or before the Termination
          Date all lists of clients or customers, correspondence and all other
          documents, papers and records which may have been prepared by the
          Executive or have come into the Executive's possession in the course
          of the Executive's employment with the Company, and that the Executive
          has not retained and will not retain any copies thereof, without the
          written consent of an executive officer of the Company, including but
          not limited to the Company's Chief Executive Officer (as described in
          clause 3) a) above) and Chief Financial Officer.

     6)   Nothing in this Agreement shall limit the provisions of Section 4 k),
          the second paragraph of Section 5 c) and Section 13 of the Employment
          Agreement, which provisions shall survive the termination of the
          Executive's employment with the Company and the termination of the
          Employment Agreement.

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     7)   The terms of this Agreement are in full and final settlement of all
          claims (if any) whether contractual, tortious, statutory or otherwise,
          howsoever arising, that the Executive has or may have against the
          Company or any Successor Employer (as defined in Overseas Partners
          Ltd's Severance Plan (the "Plan")) or any of its associated companies
          or their respective shareholders, directors, officers or Executives
          arising out of or relating to the Executive's employment or the
          termination thereof. The Company has satisfied all its obligations to
          the Executive under the Bermuda Employment Act 2000 and the
          Executive's terms of employment, and the Executive has no further
          rights vis a vis the Company or any Successor Employer (as defined in
          the Plan).

     8)   The Executive represents and warrants that the Executive has had an
          opportunity to obtain independent legal advice from a qualified lawyer
          as to the terms and effect of this Agreement.

     9)   The Executive undertakes not to make or publish any statement or to do
          any act or thing which it might reasonably be expected would damage
          the business, interests or reputation of the Company.

     10)  In the event that any provision or covenant or portion thereof
          contained in this Agreement should be unenforceable or be declared
          invalid for any reason whatsoever, such unenforceability or invalidity
          shall not affect the enforceability or validity of the remaining
          portions of the provisions or covenants and such unenforceable or
          invalid portions shall be severable from the remainder of this
          Agreement.

     11)  The Executive and the Company agree that no statements shall be made
          to the public or the media with respect to the Executive's employment
          or termination of employment that are not mutually agreed upon by the
          parties hereto.

     12)  The Company will reimburse the Executive for legal fees and expenses
          incurred in connection with the negotiation, execution and delivery of
          this Agreement for an amount up to US $8,000.

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     13)  The Company will pay to the Executive, on the same date as payments
          are made to the Executive by the Company pursuant to clause 2) hereof,
          relocation expenses in the maximum amount provided in clause 4 i) of
          the Employment Agreement in connection with the Executive's relocation
          to the United States.

     14)  This Agreement sets out the entire agreement between the Executive and
          the Company and supersedes all prior discussions between them or their
          advisors and all statements, representations, terms and conditions,
          warranties, guarantees, proposals, communications, and understandings
          whenever given and whether orally or in writing.

     15)  This Agreement is governed by the laws of Bermuda and the parties
          submit to the jurisdiction of the Bermuda courts.

IN WITNESS WHEREOF the parties hereto have set their hands and seals the date
first written above.


SIGNED by                                  )  /s/ Mark R. Bridges
on behalf of the Company                   )  /s/ Malcolm C. Furbert
in the presence of:                        )


SIGNED by the Executive                    )  /s/ Mary R. Hennessy
in the presence of:                        )  /s/ Malcolm C. Furbert


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