EX-10.65






Exhibit 10.65






EMPLOYMENT AGREEMENT




          EMPLOYMENT AGREEMENT (“Agreement”) dated as of November 30, 2007 between Scottish Re Holdings
Limited (the “Company”) and David Howell (the “Employee”) (together, the “Parties”).




          WHEREAS, the Employee and the Company are parties to an employment agreement dated October 25,
2005 (the “2005 Employment Agreement”);




          WHEREAS, the Parties wish to establish the terms of Employee’s continued employment with the
Company upon the terms and conditions set forth herein which supersede the terms of the 2005
Employment Agreement, and all other agreements with respect to the subject matter hereof;




          Accordingly, the Parties agree as follows:




               1. Employment and Acceptance. The Company shall employ the Employee, and Employee
shall accept employment, subject to the terms of this Agreement, effective as of May 7, 2007 (the
“Effective Date”). The Employee’s continuous employment with the Company began on November 1,
2005.



               2. Term. Subject to earlier termination pursuant to Section 5 of this Agreement, this
Agreement and the employment relationship hereunder shall continue from the Effective Date until
the second anniversary of the Effective Date (the “Initial Term”) and shall renew for one (1) year
intervals thereafter (each, a “Renewal Term”) unless either party shall have given at least sixty
(60) days advanced written notice to the other that it does not wish to extend the Term. As used in
this Agreement, the “Term” shall refer to the Initial Term and any Renewal Term and shall, in all
cases, terminate on the date the Employee’s employment terminates in accordance with this Section 2
or Section 5. In the event of the Employee’s termination of employment during the Term, the
Company’s obligation to continue to pay all base salary, as adjusted, bonus and other benefits then
accrued shall terminate except as may be provided for in Section 5 of this Agreement. If not ended
earlier, the Term shall end when the Employee reaches the Company’s normal retirement age of 65
without any entitlement for the Employee to receive any compensation for the ending of the Term
under this agreement.



               3. Duties and Title.



               3.1 Title. The Company shall employ the Employee to render exclusive and full-time
services to the Company and its Subsidiaries and Scottish Re Group Limited (“SRGL”). The Employee
shall serve in the capacity of CEO International Segment, and shall report to the SRGL Chief
Executive Officer. The Employee shall also serve during the Term in executive positions for SRGL
and one or more of the Company’s Subsidiaries for no additional consideration.



               3.2 Duties. The Employee will have such authority and responsibilities and will
perform such executive duties as are customarily performed by a CEO International Segment of a
company in similar lines of business as the Company and its Subsidiaries or SRGL or as may be
assigned to Employee by the SRGL Chief Executive Officer. The Employee will devote all his full
working-time and attention to the performance of such



 









 







duties and to the promotion of the business and interests of the Company and its Subsidiaries
and of SRGL.



               3.3 Location. The Employee shall perform his full-time services to the Company and
its Subsidiaries and to SRGL in the Company’s London, UK office (the “Location”); provided
that the Employee shall be required to travel as necessary to perform his duties hereunder.



               4. Compensation and Benefits by the Company. As compensation for all services
rendered pursuant to this Agreement, the Company shall provide the Employee the following during
the Term:



               4.1 Base Salary. During the Term, the Company will pay to the Employee an annual base
salary of GBP275,000, payable in accordance with the customary payroll practices of the Company.
The Employee’s annual base salary may be increased by the Company at its discretion and the Company
agrees to review such compensation not less frequently than annually during the Term. The Base
Salary as increased from time to time shall be referred to herein as “Base Salary”.



               4.2 Bonuses. During the Term, the Employee shall be eligible to receive an annual
bonus (“Bonus”) under a plan in the amount determined by the Board of Directors of the Company (the
“Board”) based upon achievement of performance measures established by the Company and approved by
the Board. The employee’s target bonus shall be 75% of Base Salary. Notwithstanding the
foregoing, for the calendar year ending on December 31, 2007 the Employee shall receive a Bonus of
not less than fifty percent (50%) of the Base Salary. The Employee’s Bonus shall be payable at
such times and in the manner consistent with the Company’s policies regarding compensation of
executive employees. In addition, the Company may pay such additional bonuses as it may establish
within its direction.



               4.3 Pension Equalization. The Company will contribute to the Executive’s pension
account, two (2) pension equalization payment of GBP75,000 on each of June 1, 2007 and June 1,
2008. No further payments will be made under this clause after the payment in 2008.



               4.4 Participation in Employee Benefit Plans. The Employee shall be entitled during
the Term, if and to the extent eligible, to participate in all of the applicable benefit plans of
the Company, which may be available to other senior executives of the Company. The Company may at
any time or from time to time amend, modify, suspend or terminate any employee benefit plan,
program or arrangement for any reason without the Employee’s consent if such amendment,
modification, suspension or termination is consistent with the amendment, modification, suspension
or termination for other executives of the Company.



               4.5 Equity Compensation. The Employee shall be eligible to receive stock options to
purchase 350,000 ordinary shares of an affiliate of the Company pursuant to the 2007 Scottish Re
Group Limited Stock Option Plan, an equity incentive compensation plan established by an affiliate
of the Company (the “Equity Incentive Plan”), pursuant to the terms of the Equity Incentive Plan
and any applicable agreements thereunder as determined from time to time by the Board.



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               4.6 Expense Reimbursement. During the Term, the Employee shall be entitled to receive
reimbursement for all appropriate business expenses incurred by him in connection with his duties
under this Agreement in accordance with the policies of the Company as in effect from time to time.



               4.7 [RESERVED]



               4.8 Vacation and Holidays.



               (a) The Employee will (in addition to the usual public and bank holidays) be entitled during
the continuance of his employment to 30 working day’s paid holiday in each period of 12 months
commencing on 1 January (the “Holiday Year”).



               (b) Holiday shall be taken at such times as may be approved by the SRGL Chief Executive
Officer.



               (c) The Employee may not, without the prior written consent of the SRGL Chief Executive
Officer carry forward more than six days unused holiday entitlement from one Holiday Year to
another.



               (d) On
the termination of his employment the Employee’s entitlement to accrued holiday pay
will be calculated on a pro rata basis in respect of each completed month of service in the Holiday
Year in which his employment terminates and the appropriate amount will be paid to the Employee;
provided that, if the Employee shall have taken more days’ holiday than his accrued
entitlement, the Company is hereby authorized to make an appropriate deduction from any amounts due
from the Company to the Employee.



               4.9 Legal Fees. The Company shall pay or reimburse the Employee for all reasonable
attorneys’ fees and costs (not to exceed GBP 2,000) incurred by the Employee in connection with
advice pertaining to and negotiation of this Agreement upon presentation to the Company of bills
for such services and such other supporting information as the Company may reasonably require.



               4.10 [RESERVED]



          5. Termination of Employment.




               5.1 By the Company for Cause or by the Employee Without Good Reason or Due to Death or
Disability. If: (i) the Employee’s employment terminates due to his death; (ii) the Company
terminates the Employee’s employment with the Company for Cause (as defined below); (iii) the
Company terminates the Employee’s employment with the Company due to the Employee’s Disability (as
defined below); or (iv) Employee terminates his employment without Good Reason (as defined below);
provided that the Employee shall be required to give the Company at least thirty (30) days
prior written notice of such termination, the Employee or the Employee’s legal representatives (as
appropriate), shall be entitled to receive the following (the “Accrued Benefits”):



                    (a) the Employee’s accrued but unpaid Base Salary and benefits set forth in Section 4.4, if
any, to the date of termination;



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                    (b) the unpaid portion of the Bonus, if any, relating to the calendar year prior to the
calendar year of the Employee’s death, Disability, termination by the Company for Cause or by the
Employee without Good Reason, payable in accordance with Section 4.2;



                    (c) expenses reimbursable under Section 4.6 incurred but not yet reimbursed to the Employee to
the date of termination; and



                    (d) in accordance with the Company’s policies, any accrued but unused vacation time or paid
time off.



               For the purposes of this Agreement, “Disability” means a determination by the Company in
accordance with applicable law that as a result of a physical or mental injury or illness, the
Employee is unable to perform the essential functions of his job with or without reasonable
accommodation for a period of (i) ninety (90) consecutive days; or (ii) one hundred eighty (180)
days in any one (1) year period.



               Provided that the Company warrants that the Employee’s employment will not be terminated by
the Company (by reason of the Employee’s ill health) if the Employee is receiving benefits under
the Company PHI scheme or is awaiting a decision from the PHI scheme insurers in respect of
benefits under the PHI scheme, where continuing employment is a prerequisite to the Employee’s
receipt of benefits under such scheme. This clause shall be without prejudice to the Company’s
right to terminate the Employee’s employment for any reason which is unrelated to his ill health.



               For the purposes of this Agreement, “Cause” means, as determined by the Board (or its
designee), with respect to conduct during the Employee’s employment with the Company, whether or
not committed during the Term, (i) commission of a felony by Employee; (ii) gross misconduct by the
Employee, (iii) acts of dishonesty by Employee resulting or intending to result in personal gain or
enrichment at the expense of the Company or its Subsidiaries or SRGL; (iv) Employee’s material
breach of his obligations under this Agreement; (v) conduct by Employee in connection with his
duties hereunder that is fraudulent, unlawful or grossly negligent; (vi) engaging in personal
conduct by Employee (including but not limited to employee harassment or discrimination, the use or
possession at work of any illegal controlled substance) which seriously discredits or damages the
Company or its Subsidiaries or SRGL; (vii) contravention of specific reasonable lawful material
direction from the person or entity to whom the Employee reports or continuing inattention to or
continuing failure to adequately perform the material duties to be performed by Employee under the
terms of Section 3.2 of this Agreement or (viii) breach of the Employee’s covenants set forth in
Section 7 below before termination of employment; provided that the Employee shall have
fifteen (15) days after notice from the Company to cure the deficiency leading to the Cause
determination (except with respect to (i) above), if curable. A termination for “Cause” shall be
effective immediately (or on such other date set forth by the Company).



               For the purposes of this Agreement, “Good Reason” means, without the Employee’s consent, (i) a
material adverse reduction in Employee’s responsibilities or duties; (ii) a reduction in the
Employee’s Base Salary or bonus opportunity; provided that the Company may at any time or
from time to time amend, modify, suspend or terminate any bonus, incentive compensation or other
benefit plan or program provided to the Employee for any reason and



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without the Employee’s consent if such modification, suspension or termination (x) is a result
of the underperformance of the Employee or the Company under its business plan, or (y) is
consistent with an “across the board” reduction for all similar level executive employees of the
Company, and, in each case, is undertaken in the Board’s reasonable business judgment acting in
good faith and engaging in fair dealing with the Employee; (iii) without the Employee’s prior
written consent, relocation of the Employee’s Location of work to any location that is in excess of
50 miles from the Location thereof on the Effective Date; or (iv) the Company’s material breach of
the Agreement; provided that a suspension of the Employee and the requirement that the
Employee not report to work shall not constitute “Good Reason” if the Employee continues to receive
the compensation and benefits required by this Agreement. The Employee shall provide the Company
written notice specifying such event or deficiency constituting Good Reason within sixty (60) days
following the Employee’s knowledge of the occurrence of such event and the Company shall have
thirty (30) days after receipt of such notice to cure the event or deficiency that would result in
Good Reason.



               5.2 By the Company Without Cause or By the Employee for Good Reason. If during the
Term the Company terminates Employee’s employment without Cause (which may be done at any time
without prior notice) or Employee terminates his employment for Good Reason, upon at least thirty
(30) days prior written notice, upon execution without revocation of a valid release agreement in a
form reasonably acceptable to the Company (and valid to compromise statutory employment law claims
in the UK) and not in violation of any applicable laws (the “Release”), the Employee shall be
entitled to receive:



                    (a) the Accrued Benefits;



                    (b) the pro-rata portion of the Bonus up to the date of termination relating to the calendar
year of the Employee’s termination, payable in accordance with Section 4.2;



                    (c) (i) if prior to the expiration of the Initial Term, an amount equal to three (3) times the
sum of (x) the highest Base Salary received by the Employee with respect to any calendar year
during the previous two (2) calendar years of the Term and (y) the highest Bonus amount received by
the Employee with respect to any calendar year during the previous two (2) calendar years of the
Term, and (ii) if during any Renewal Term, an amount equal to the sum of (x) the highest Base
Salary received by the Employee with respect to any calendar year during the previous two (2)
calendar years of the Term, and (y) the highest Bonus amount received by the Employee with respect
to any calendar year during the previous two (2) calendar years of the Term, in each case payable
in twelve (12) equal monthly installments, less standard income and payroll tax withholding and
other authorized deductions; and



                    (d) Any unpaid installments as described under Section 4.3.



          The Company shall have no obligation to provide the benefits set forth above in the event that
Employee breaches the provisions of Section 6. For purposes of clarity, the Company’s failure to
renew the Term pursuant to Section 2 hereof, shall not constitute a termination of the Employee’s
employment without Cause.




               5.3 Following the Company’s Determination Not to Renew the Term. Should the
Employee’s employment with the Company terminate following the Company’s



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determination not to renew the Term pursuant to Section 2, upon execution without revocation
of the Release, the Employee shall be entitled to receive:



               (a) Accrued Benefits; and



               (b) an amount equal to the sum of (x) the Employee’s Base Salary, and (y) the highest Bonus
amount received by the Employee with respect to any calendar year during the previous two (2)
calendar years of the Term, payable in a lump sum within thirty (30) days following the effective
date of the Release, less standard income and payroll tax withholding and other authorized
deductions.



          The Company shall have no obligation to provide the benefits set forth above in the event that
Employee breaches the provisions of Section 6.




          5.4 No Mitigation; No Offset. The Employee shall be under no obligation to seek other
employment after his termination of employment with the Company and the obligations of the Company
to the Employee which arise upon the termination of his employment pursuant to this Section 5 shall
not be subject to mitigation or offset.




          5.5 Removal from any Boards and Position. If the Employee’s employment is terminated
for any reason under this Agreement, he shall be deemed to resign (i) if a member, from the Board
or board of directors of any Subsidiary or SRGL of the Company or any other board to which he has
been appointed or nominated by or on behalf of the Company and (ii) from any position with the
Company or any Subsidiary or SRGL of the Company, including, but not limited to, as an officer of
the Company and any of its Subsidiaries or SRGL.




          6. Restrictions and Obligations of the Employee.




               6.1 Confidentiality. (a) During the course of the Employee’s employment by the
Company (prior to and during the Term), the Employee has had and will have access to certain trade
secrets and confidential information relating to the Company and its Subsidiaries or to SRGL (the
“Protected Parties”) which is not readily available from sources outside the Company. The
confidential and proprietary information and, in any material respect, trade secrets of the
Protected Parties are among their most valuable assets, including but not limited to, their
customer, supplier and vendor lists, databases, competitive strategies, computer programs,
frameworks, or models, their marketing programs, their sales, financial, marketing, training and
technical information, their product development (and proprietary product data) and any other
information, whether communicated orally, electronically, in writing or in other tangible forms
concerning how the Protected Parties create, develop, acquire or maintain their products and
marketing plans, target their potential customers and operate their retail and other businesses.
The Protected Parties invested, and continue to invest, considerable amounts of time and money in
their process, technology, know-how, obtaining and developing the goodwill of their customers,
their other external relationships, their data systems and data bases, and all the information
described above (hereinafter collectively referred to as “Confidential Information”), and any
misappropriation or unauthorized disclosure of Confidential Information in any form would
irreparably harm the Protected Parties. The Employee acknowledges that such Confidential
Information constitutes valuable, highly confidential, special and unique property of the Protected
Parties. The Employee shall hold in a fiduciary capacity for the benefit of the Protected Parties
all Confidential Information relating to the Protected Parties and their



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businesses, which shall have been obtained by the Employee during the Employee’s employment by
the Company or its Subsidiaries or SRGL and which shall not be or become public knowledge (other
than by acts by the Employee or representatives of the Employee in violation of this Agreement).
Except as required by law or an order of a court or governmental agency with jurisdiction, the
Employee shall not, during the period the Employee is employed by the Company or its Subsidiaries
or SRGL or at any time thereafter, disclose any Confidential Information, directly or indirectly,
to any person or entity for any reason or purpose whatsoever, nor shall the Employee use it in any
way, except in the course of the Employee’s employment with, and for the benefit of, the Protected
Parties or to enforce any rights or defend any claims hereunder or under any other agreement to
which the Employee is a party; provided that such disclosure is relevant to the enforcement
of such rights or defense of such claims and is only disclosed in the formal proceedings related
thereto. The Employee shall take all reasonable steps to safeguard the Confidential Information
and to protect it against disclosure, misuse, espionage, loss and theft. The Employee understands
and agrees that the Employee shall acquire no rights to any such Confidential Information.



                    (b) All files, records, documents, drawings, specifications, data, computer programs,
evaluation mechanisms and analytics and similar items relating thereto or to the Business (for the
purposes of this Agreement, “Business” shall be as defined in Section 6.3 hereof), as well as all
customer lists, specific customer information, compilations of product research and marketing
techniques of the Company and its Subsidiaries and SRGL, whether prepared by the Employee or
otherwise coming into the Employee’s possession in connection with or relating to his employment
with the Company, shall remain the exclusive property of the Company and its Subsidiaries and SRGL,
and the Employee shall not remove any such items from the premises of the Company and its
Subsidiaries and SRGL, except in furtherance of the Employee’s duties under any employment
agreement.



                    (c) It is understood that while employed by the Company or its Subsidiaries or SRGL, the
Employee will promptly disclose to it, and assign to it the Employee’s interest in any invention,
improvement or discovery made or conceived by the Employee, either alone or jointly with others,
which arises out of the Employee’s employment. At the Company’s request and expense, the Employee
will assist the Company and its Subsidiaries and SRGL during the period of the Employee’s
employment by the Company or its Subsidiaries or SRGL and thereafter in connection with any
controversy or legal proceeding relating to such invention, improvement or discovery and in
obtaining domestic and foreign patent or other protection covering the same.



                    (d) As requested by the Company and at the Company’s expense, from time to time and upon the
termination of the Employee’s employment with the Company for any reason, the Employee will
promptly deliver to the Company and its Subsidiaries or SRGL all copies and embodiments, in
whatever form, of all Confidential Information in the Employee’s possession or within his control
(including, but not limited to, memoranda, records, notes, plans, photographs, manuals, notebooks,
documentation, program listings, flow charts, magnetic media, disks, diskettes, tapes and all other
materials containing any Confidential Information) irrespective of the location or form of such
material. If requested by the Company, the Employee will provide the Company with written
confirmation that all such materials have been delivered to the Company as provided herein.



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               6.2 Non-Solicitation or Hire. During the Term and for a period of six (6) months
following the termination of the Employee’s employment for any reason, the Employee shall not
directly or indirectly solicit or attempt to solicit or induce, directly or indirectly, (a) any
party who is a customer of the Company or its Subsidiaries or the Holding Company, or who was a
customer of the Company or its Subsidiaries or the Holding Company at any time during the twelve
(12) month period immediately prior to the date the Employee’s employment terminates, for the
purpose of marketing, selling or providing to any such party any services or products offered by or
available from the Company or its Subsidiaries or the Holding Company, (b) any supplier to or
customer or client of the Company or any Subsidiary or he Holding Company to terminate, reduce or
alter negatively its relationship with the Company or any Subsidiary or the Holding Company or in
any manner interfere with any agreement or contract between the Company or any Subsidiary or the
Holding Company and such supplier, customer or client or (c) any employee of the Company or any of
its Subsidiaries or the Holding Company or any person who was an employee of the Company or any of
its Subsidiaries or the Holding Company during the twelve (12) month period immediately prior to
the date the Employee’s employment terminates (and in either case where the employee is a person
for whom the Employee had managerial responsibility (whether directly or indirectly) or material
contact with in the course of his employment with the Company or its Subsidiaries or he Holding
Company) to terminate such employee’s employment relationship with the Protected Parties in order,
in either case, to enter into a similar relationship with the Employee, or any other person or any
entity in competition with the Business of the Company or any of its Subsidiaries or the Holding
Company; provided that, if the Employee intends to solicit any such party referenced in
this Section 6.2 (a), (b) or (c) for any other purpose, he shall notify the Company of such
intention and receive prior written approval from the Company, which shall not be unreasonably
withheld.



               6.3 Non-Competition. During the Term and for a period of six (6) months following
the termination of Employee’s employment by the Company (for any reason) the Employee shall not,
whether individually, as a director, manager, member, stockholder, partner, owner, employee,
consultant or agent of any business, or in any other capacity, other than on behalf of the Company
or a Subsidiary or SRGL, organize, establish, own, operate, manage, control, engage in, participate
in, invest in, permit his name to be used by, act as a consultant or advisor to, render services
for (alone or in association with any person, firm, corporation or business organization), or
otherwise assist any person or entity that engages in or owns, invests in, operates, manages or
controls any venture or enterprise which engages or proposes to engage in the reinsurance business
or any other business conducted by the Company or any of its Subsidiaries or SRGL on the date of
the Employee’s termination of employment or within twelve (12) months of the Employee’s termination
of employment for which the Employee has performed services, in each case, in the geographic
locations where the Company and its Subsidiaries or SRGL engage or propose to engage in such
business(es) (the “Business”). Notwithstanding the foregoing, nothing in this Agreement shall
prevent the Employee from (a) owning for passive investment purposes not intended to circumvent
this Agreement, less than five percent (5%) of the publicly traded common equity securities of any
company engaged in the Business (so long as the Employee has no power to manage, operate, advise,
consult with or control the competing enterprise and no power, alone or in conjunction with other
affiliated parties, to select a director, manager, general partner, or similar governing official
of the competing enterprise other than in connection with the normal and customary voting powers
afforded the Employee in connection with any permissible equity ownership), and (b) serving as



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an employee, consultant or advisor (or other similar capacity) to an entity engaged in the
Business for a unit, division, affiliate or department of such entity that does not engage in the
Business in any material respect, so long as the Employee is not directly or indirectly involved in
the Business activities performed by such entity; provided, however, that the
Employee may engage in the activities restricted by this Section 6.3 if he shall first notify and
receive prior written approval from the Company before engaging in such activities.



               6.4 Property. The Employee acknowledges that all originals and copies of materials,
records and documents generated by him or coming into his possession during his employment by the
Company or its Subsidiaries or SRGL are the sole property of the Company and its Subsidiaries or
SRGL (“Company Property”). During the Term, and at all times thereafter, the Employee shall not
remove, or cause to be removed, from the premises of the Company or its Subsidiaries or SRGL,
copies of any record, file, memorandum, document, computer related information or equipment, or any
other item relating to the business of the Company or its Subsidiaries or SRGL, except in
furtherance of his duties under the Agreement. When the Employee’s employment with the Company
terminates, or upon request of the Company at any time, the Employee shall promptly deliver to the
Company all copies of Company Property in his possession or control.



          7. Remedies; Specific Performance. The Parties acknowledge and agree that the
Employee’s breach or threatened breach of any of the restrictions set forth in Section 6 will
result in irreparable and continuing damage to the Protected Parties for which there may be no
adequate remedy at law and that the Protected Parties shall be entitled to equitable relief,
including specific performance and injunctive relief as remedies for any such breach or threatened
or attempted breach. The Employee hereby consents to the grant of an injunction (temporary or
otherwise) against the Employee or the entry of any other court order against the Employee
prohibiting and enjoining him from violating, or directing him to comply with any provision of
Section 6. The Employee also agrees that such remedies shall be in addition to any and all
remedies, including damages, available to the Protected Parties against him for such breaches or
threatened or attempted breaches. In addition, without limiting the Protected Parties’ remedies
for any breach of any restriction on the Employee set forth in Section 6, except as required by
law, the Employee shall not be entitled to any payments set forth in Section 5.2 hereof if the
Employee has breached the covenants applicable to the Employee contained in Section 6, the Employee
will immediately return to the Protected Parties any such payments previously received under
Section 5.2 upon such a breach, and, in the event of such breach, the Protected Parties will have
no obligation to pay any of the amounts that remain payable by the Company under Section 5.2.




          8. Other Provisions.




               8.1 Notices. Any notice or other communication required or which may be given
hereunder shall be in writing and shall be delivered personally, telegraphed, telexed, sent by
facsimile transmission or sent by certified, registered or express mail, postage prepaid or
overnight mail and shall be deemed given when so delivered personally, telegraphed, telexed, or
sent by facsimile transmission or, if mailed, four (4) days after the date of mailing or one (1)
day after overnight mail, as follows:



                    (a) If the Company, to its registered office:



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Tower Bridge House

St Katharine’s Way

London

E1W 1AA



                    (b) If the Employee, to the Employee’s home address reflected in the Company’s records or such
other address as notified to the Employer by the Employee in writing.



               8.2 Entire Agreement. This Agreement contains the entire agreement between the
Parties with respect to the subject matter hereof and supersedes all prior agreements, written or
oral, with respect thereto, including, without limitation, the 2005 Employment Agreement, except as
specifically referenced herein.



               8.3 Representations and Warranties by Employee. The Employee represents and warrants
that he is not a party to or subject to any restrictive covenants, legal restrictions or other
agreements in favor of any entity or person which would in any way preclude, inhibit, impair or
limit the Employee’s ability to perform his obligations under this Agreement, including, but not
limited to, non-competition agreements, non-solicitation agreements or confidentiality agreements.



               8.4 Waiver and Amendments. This Agreement may be amended, modified, superseded,
canceled, renewed or extended, and the terms and conditions hereof may be waived, only by a written
instrument signed by the Parties or, in the case of a waiver, by the party waiving compliance. No
delay on the part of any party in exercising any right, power or privilege hereunder shall operate
as a waiver thereof, nor shall any waiver on the part of any right, power or privilege hereunder,
nor any single or partial exercise of any right, power or privilege hereunder, preclude any other
or further exercise thereof or the exercise of any other right, power or privilege hereunder.



               8.5 Governing Law, Dispute Resolution and Venue.



                    (a) This Agreement shall be governed and construed in accordance with the laws of England



               8.6 Assignability by the Company and the Employee. This Agreement, and the rights and
obligations hereunder, may not be assigned by the Company or the Employee without written consent
signed by the other party; provided that the Company may assign the Agreement to any
successor that continues the business of the Company.



               8.7 Counterparts. This Agreement may be executed in counterparts, each of which shall
be deemed an original but all of which shall constitute one and the same instrument.



               8.8 Headings. The headings in this Agreement are for convenience of reference only
and shall not limit or otherwise affect the meaning of terms contained herein.



               8.9 Severability. If any term, provision, covenant or restriction of this Agreement,
or any part thereof, is held by a court of competent jurisdiction of any foreign,



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federal, state, county or local government or any other governmental, regulatory or
administrative agency or authority to be invalid, void, unenforceable or against public policy for
any reason, the remainder of the terms, provisions, covenants and restrictions of this Agreement
shall remain in full force and effect and shall in no way be affected or impaired or invalidated.
The Employee acknowledges that the restrictive covenants contained in Section 7 are a condition of
this Agreement and are reasonable and valid in temporal scope and in all other respects.



               8.10 Judicial Modification. If any court determines that any of the covenants in
Section 6, or any part of any of them, is invalid or unenforceable, the remainder of such covenants
and parts thereof shall not thereby be affected and shall be given full effect, without regard to
the invalid portion. If any court determines that any of such covenants, or any part thereof, is
invalid or unenforceable because of the geographic or temporal scope of such provision, such court
shall reduce such scope to the minimum extent necessary to make such covenants valid and
enforceable.



               8.11 Tax Withholding. The Company or other payor is authorized to withhold from any
benefit provided or payment due hereunder, the amount of withholding taxes due any federal, state
or local authority in respect of such benefit or payment and to take such other action as may be
necessary in the opinion of the Board to satisfy all obligations for the payment of such
withholding taxes.



               8.12 Data Protection. For the purposes of the Data Protection Act 1998 the Employee
gives his consent to the holding and processing of personal data relating to him by the Company or
any Subsidiary or SRGL for all purposes relating to the performance of this Agreement including,
but not limited to:




	 	-	 	ministering and maintaining personnel records;
	 
	 	-	 	paying and reviewing salary and other remuneration and benefits;
	 
	 	-	 	providing and administering benefits;


	 
	 	-	 	undertaking performance appraisals and reviews;
	 
	 	-	 	maintaining sickness and other absence records;
	 
	 	-	 	taking decisions as to the Employee’s fitness for work;
	 
	 	-	 	providing references and information to future employees, and if necessary,
governmental and quasi-governmental bodies for social security and other purposes, the
Inland Revenue and the Contributions Agency;
	 
	 	-	 	providing information to future purchasers and potential future purchasers of
the Company or any Subsidiary or SRGL or of the business(es) in which the Employee
works;
	 
	 	-	 	transferring information concerning the Employee to a country or territory
outside the EEA; and
	 
	 	-	 	The lawful monitoring of communications via the Company’s or any Subsidiary or
SRGL’s systems.





               8.13 Group.




“Subsidiary” means an entity in which the Company or SRGL directly or indirectly
beneficially owns 50% or more of the outstanding Voting Stock.



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“Voting Stock” means securities entitled to vote generally in the election of directors.


IN WITNESS WHEREOF, the Parties hereto, intending to be legally bound hereby, have executed this
Agreement as of the day and year first above mentioned.




	 	 	 	 	 	 	 
	 	 	EMPLOYEE	 	 
	 
	 	 	 	 	 	 
	 	 	 	 	 
	 	 	David Howell	 	 
	 
	 	 	 	 	 	 
	 	 	SCOTTISH RE HOLDINGS LIMITED	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	Name:	 	 
	 

	 	 	 	Title:	 	 







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