SERVICE AGREEMENT

1.2            In this Agreement unless the context otherwise requires:

1.2.1         references to statutory provisions shall be construed as references to those provisions as amended or re-enacted or as their application is modified by other provisions from time to time and shall include references to any provisions of which they are re-enactments (whether with or without modification); and

1.2.2         references to clauses and schedules are references to clauses hereof and schedules hereto; references to sub-clauses or paragraphs are, unless otherwise stated, references to sub-clauses of the clause or paragraphs of the schedule in which the reference appears;

1.2.3         references to the singular shall include the plural and vice versa and references to the masculine shall include the feminine and/or neuter and vice versa; and

1.2.4         references to persons shall include companies, partnerships, associations and bodies of persons, whether incorporated or unincorporated.

2.              Appointment

Subject to, and conditional upon, initial and continued permission being granted to work and reside in Bermuda by the Bermuda Department of Immigration of the Ministry of Home Affairs, the Company hereby appoints the Employee and the Employee hereby agrees to serve the Company as Treasurer at the level of Senior Vice President subject to the terms and conditions hereinafter contained.

3.              Term

The appointment of the Employee hereunder began on February 1st 2006 and shall continue unless and until terminated in accordance with the provisions hereinafter contained.

4.              Duties and Responsibilities

During the continuance of his employment hereunder:

4.1            The Employee shall perform such duties and exercise such powers in relation to the business of the Company or of any Group Company as may from time to time reasonably be assigned to or vested in him by the Board and shall give to the Board such information regarding the affairs of the Company and any Group Company as it shall require and at all times and in all respects conform to and comply with the reasonable directions and regulations made by the Board. The Employee shall perform such services for any Group Company (without further remuneration except as otherwise agreed) and shall accept such offices in any such Group Companies as the Board may reasonably require.

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4.2            The Employee shall well and faithfully serve the Company and the Group Companies and use his best endeavours to promote develop and extend their businesses and interests giving at all times the full benefit of his knowledge, expertise, technical skill and ingenuity.

4.3            The Employee shall not without the consent of the Board directly or indirectly engage in any other business or be concerned or interested in any other business of a similar nature to or which would or might compete with the business for the time being carried on by the Company or any Group Company save that he may (but without prejudice to clause 4.2) be interested as a holder or beneficial owner of not more than 5% of any class of stock, shares or debentures in any company (other than the Company, in which case, such limit shall not apply) whose stock, shares or debentures are listed or dealt in on an appointed stock exchange (as defined in the Companies Act).

5.              Remuneration and Reimbursement

5.1            The Company shall pay to the Employee by way of remuneration for his services hereunder a salary at the rate (subject as hereinafter provided) of US$ 250,000 per annum. Such salary shall be inclusive of any director’s fees payable to the Employee by the Company or any Group Company and accordingly either the Employee shall pay over or procure to be paid over to the Company all such fees received or receivable by him or his remuneration hereunder shall be reduced pro tanto.  The said salary shall be payable by equal monthly instalments in arrears on the day appointed by the Board for the payment of employees’ salaries or pro rata where the Employee is only employed hereunder during part of the month. The Compensation Committee of the Company’s Board, subject to ratification by the Board, may increase or reduce the Employee’s salary on each anniversary of the date of this Agreement, but not below the amount of the Employee’s starting salary.

5.2            The Company shall also pay to the Employee all reasonable travelling hotel and other out-of-pocket expenses which are properly incurred by him in or about the performance of his duties hereunder and for which vouchers (if so required) are provided to the reasonable satisfaction of the Board.

5.3            The Company will pay for two business-class round-trip flights to the United Kingdom per annum for the Employee and his family.

5.4            The Employee shall be entitled to participate in:

(i)             the Company’s Medical, Dental and Vision Plans and other insurance plans from time to time subject to the provisions of the Company’s insurance plans in effect at the time;

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(ii)            a suitable pension arrangement in accordance with Bermuda law (“Pension Plan”) from time to time subject to the provisions of such pension plan in effect at the time, provided, however, that in the event the Executive should leave the Company of his own accord within 12 months of the date of this Agreement first written above he will forfeit all contributions to the Pension Plan made by the Company on his behalf;

(iii)           the Company’s Annual Bonus Plan and Long Term Incentive Plan subject to the provisions of such plan in effect at the time;

(iv)           subsidized parking and gym membership;

(v)            Reasonable tax advisory services at the Company’s cost; and

(vi)           Any other employment benefit plans generally available to Employees in the Company of the Employee’s stature, to the extent not duplicative of benefits otherwise provided by the Company.

The details of these benefits, plans and schemes are set out in separate documents, copies of which will be provided on request.  The benefits, plans and schemes may be changed at the Company’s discretion.

5.5            During the Employee’s appointment under this Agreement, he shall receive a housing allowance in Band A.

5.6            The Employee agrees that the Company may deduct from his pay any sums which the Employee may owe the Company including, without limitation, any overpayments or loans made to him by the Company or losses suffered by the Company as a result of the Employee’s breach of this Agreement.

6.              Normal Hours and Holidays

The Employee shall conform to such hours of work as may from time to time reasonably be required of him and shall not be entitled to receive any additional remuneration for work outside his normal hours.  In addition to the usual public holidays the Employee shall, subject as mentioned in the Schedule, be entitled to 25 days holiday in each year to be taken at such time or times as may be approved by the Chief Financial Officer of the Company.  Five days’ holiday entitlement may be carried forward to the next succeeding year with the consent of the Chief Financial Officer.  Any remaining, unused holiday entitlement is forfeited.  The entitlement to holiday (and on termination of employment holiday pay in lieu of holiday) accrues pro rata throughout each year, provided that fractions of days shall be disregarded in calculating entitlement to holiday or payment in lieu of holiday.

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7.              Confidentiality

7.1            The Employee shall not either during the continuance of his employment hereunder (otherwise than in the proper performance of his duties hereunder) or at any time after the determination thereof divulge to any person whomsoever and shall use his reasonable endeavours to prevent the publication or disclosure of any trade secret or other confidential information concerning the business, finances, accounts, dealings, transactions or affairs of the Company or any Group Company or of any of their respective clients entrusted to him or arising or coming to his knowledge during the course of his employment hereunder or otherwise.

7.2            The Employee shall upon the termination of his employment hereunder immediately deliver up to the Company all fee schedules, lists of clients, correspondence and other documents, papers and property belonging to the Company or any Group Company or related to any of the matters referred to in clause 7.1 which may have been prepared by him or have come into his possession in the course of his employment hereunder and shall not retain any copies thereof.

8.              Change of Status

8.1            If, before the expiration or determination of this Agreement, the employment of the Employee hereunder shall be terminated by reason of the liquidation of the Company or for the purpose of reconstruction or amalgamation, and he shall be offered employment with any concern or undertaking resulting from such reconstruction or amalgamation on terms and conditions not less favourable (financially and in personal status) than the terms of this Agreement, then he shall have no claim against the Company in respect of the termination of his employment hereunder save in respect of accrued benefits.

8.2            Unless this agreement has been terminated under clause 9, if for any reason the Employee shall either:

8.2.1         at the Company’s request resign as a director of the Company or any Group Company; or

8.2.2         be removed from office as a director of the Company or any Group Company;

then, notwithstanding his so ceasing to be a director, this Agreement shall not automatically terminate and thereupon (and without any claim against the Company in respect of such loss of office) the Employee’s employment hereunder shall continue for the remaining period of this Agreement and all the terms and conditions of this Agreement shall with the necessary variations apply to the Employee’s employment but in any event, the Employee’s basic annual salary will not at any time be less than the Employee’s starting salary under this agreement.

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9.              Termination

9.1            Without prejudice to clauses 9.3 or 9.5 the Employee or the Company may