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April 9, 1999


Mr. L. B. Yersin
190 Brook Trace Dr.
Birmingham, Al  35244

RE: OFFER OF EMPLOYMENT

Dear Lincoln,

It is a pleasure to put forward this employment offer based on our discussions
to date.

POSITION

Senior Vice President and National Sales Manager: Bank Markets.

You will assume primary responsibility for directing the servicing of all sales
relationships in the bank market for the Company. This will include, but not be
limited to, establishing a cost-effective wholesaling team, sales support desk
and training capacity. In your initial period with the Company you may also be
required to assist the new business development team in establishing new bank
distribution relationships.

START DATE

May 3, 1999

COMPENSATION

We will pay you a base annual salary of $175,000 payable at the monthly rate of
$14,583.34. In addition to the base salary, you are eligible to earn a monthly
override commission on sales from the relationships under your management. The
override would be based on annual production as follows:

-        first $250m - 0.08% (8 basis points)
-        next $250m - 0.06% (6 basis points)
-        over $500m - 0.04% (4 basis points)

For the first two years of your employment with the Company, your override will
be subject to the following annual minimums:

-        first year - cumulative annual minimum of $150,000, payable at the
         monthly rate of $12,500.00

-        second year - cumulative annual minimum of $75,000, payable at the
         monthly rate of $6,250.00

In order for you to receive the aforementioned commission, you will be required
to maintain at least your Series 6 registration with our broker-dealer, Sage
Distributors, Inc. In addition, you will need
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to hold an insurance license in Connecticut. We will advise you of the need to
hold insurance licenses in other states as the circumstances arise.

RELOCATION

You will be eligible for the relocation benefits under the Company's guidelines
in the attached policy subject to mutually agreed budget parameters.

Should you elect to terminate your employment with us within two years of your
appointment, other than due to a change of control or for cause, as defined
below, we will require reimbursement of relocation expenses on a pro-rata
monthly basis. The reimbursement will start at 100% from date of employment
through to 0% on the second anniversary of your appointment.

TRAVEL AND ENTERTAINMENT

We will reimburse you for all company related travel and entertainment expenses
subject to a mutually agreed annual budget. Expense reimbursements are subject
to approval and would need to be in accordance with our standards and policies.

HEALTH AND WELFARE BENEFIT PROGRAMS

You will be eligible to participate in the Company's benefit programs effective
the first day of the month following your employment. These benefits include a
major medical program and a dental program. The Company will cover 75% of the
premium for these plans. We also have a vision plan fully paid for by the
Company.

LIFE INSURANCE

You will be covered for three times your base annual salary under our group term
life policies. Contributions are paid 100% by the Company. You should be aware
that coverage in excess of $50,000 of group term life are subject to income and
Social Security and Medicare taxes, based on standard tabale rates identified by
the IRS.

DISABILITY PROGRAMS

You will be covered under our short term and long term disability programs.
Short term disability coverage provides for 100% of base compensation for the
first 90 days of your certified disability. Thereafter, our insured plan will
provide you with 70% of your base salary, up to a maximum benefit of $10,000 per
month. Contributions for these plans are paid 100% by the Company.

PENSION PLANS

After one anniversary year of service you will be eligible to join the Company's
defined contribution pension plan. Under the current plan, the Company provides
a 10.5% contribution of base annual salary on the employee's behalf, up to the
salary limitations defined annualy by the IRS. for 1999, the salary limit if
$160,000. These contributions vest 100% on your third anniversary year of
service with the Company. Employees are not eligible to make contributions to
this plan.
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As our current defined contribution plan is based on salary, excluding
contributions on commissions and/or bonus payments, it may not be entirely
suitable for commissioned and/or sales employees. During the ensuing year we
will review the appropriateness of the current pension plan for the sales team.

The Company also provides an additional retirement savings vehicle in the form
of a 401(k) plan designed to encourage savings to supplement your retirement
income. The Company makes its retirement contributions though the defined
contribution plan and thus there is no company match on the 401(k) program. You
are, however, immediately eligible to participate in the 401(k) plan and can tax
defer a portion of your salary, subject to the annual IRS cap, for 1999 of
$10,000.

VACATION, CASUAL AND HOLIDAY LEAVE

You will be entitled to vacation leave of four weeks per annum, accrued monthly.
It is the Company's policy that employees take at least two weeks leave per
annum. You will also be entitled to casual leave of 6 days per annum, accrued
monthly, for personal business and casual illness. Accrued annual and casual
leave may be carried forward or cashed, subject to the provisions of the
vacation and casual leave policy of the company.

The Company celebrates 10 paid holidays. Nine holidays follow the closings of
the stock market and an an additional day is provided as a floating holiday.
Holiday leave can not be accumulated or cashed.

LONG TERM CAPITAL INCENTIVES

In recognition that you have unvested long term incentives at AmSouth that you
will have to forfeit on your departure, we will advance you half the lost value
on these unvested equity rights on the date of your appointment with the
Company. This advance will bear no interest and repayment will be waived up to
100% on a pro-rata monthly basis over two years, i.e., at the end of your first
year of service only 50% of the advance will be repayable should you elect to
leave our employ or have your employment terminated for cause, and 0% at the end
of two years of service. Should you leave our employ within this two year period
at our election, or due to a change of control as devised below, the advance
will be waived in its entirety.

The other half of the value you have forfeited on the AmSouth equity plan will
be "credited" in your participation in the company's special founders' long term
incentive plan. This plan is currently being finalized and it is envisaged that
participants will be offered options in the Company, or more likely its parent,
Sage Insurance Group, Inc., at a "ground floor"/startup price. The options will
vest in equal amounts (20% per annum) over a five year period. However, as the
plan is likely to still be within a private company, the participants are likely
to more readily realize market value when an initial public offering is made.
Based on the financial projections of the company, we do not foresee this
happening until some time after the fifth year of material commencement of
sales. It is envisaged that there will be buy-back arrangements with the
ultimate holding company should an IPO not materialize.

You will be required to provide the Company with evidence of lost value when you
join us in May.

CLUB MEMBERSHIP
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The Company will pay for the initial and annual fees for one golf club on a
budget to be agreed. The selected club should provide you with the capability of
entertaining Company relationships and should be selected in coordination with
the club plans of other executives and senior sales members.

NOTICE PERIOD

Other than for cause or a change of control as defined below, either party is
entitled to elect to discontinue the employment relationship with one month's
notice. Other than as specifically provided for in this letter of appointment,
all rights and benefits will terminate at the end of the one month notice
period. Accrued and vested rights, e.g., leave, incentives, etc., will be
payable to you at the end of such notice period.

TERMINATION FOR CAUSE

If your services are terminated for cause, you will receive your basic salary,
benefits and a pro-rata allocation of any guaranteed minimum bonus or override
to the end of the month of such termination. Any unvested rights under benefit
or incentive plans will expire in their entirety unexercised at the end of the
month of such termination for cause. Accrued and vested rights, e.g., leave,
incentives, etc., will be payable to you at the end of this month.

Cause means any willful material neglect by you, or material failure by you to
perform the duties and responsibilities of your position. It shall also include
any malfeasance or gross misconduct by you in connection with the performance of
any of your duties or responsibilities which would be materially prejudicial to
the interest of the company.

CHANGE OF CONTROL

Should there be a change of control of the Company, as defined below, and a
material change in your responsibilities without your consent within one year of
such change of control taking place, then you would be entitled to terminate
your employment with one month's notice. Upon such termination of your
employment you will be entitled to receive your basic salary, benefits and
guaranteed minimum bonus or the equivalent of the past year's override for the
following twelve months. In addition, you would be entitled to ordinary vesting
under any benefit or incentive plan arising in this subsequent twelve month
period.

Change of control would occur when the Sage Insurance Group, Inc., the ultimate
US operating parent of the Company, no longer effectively owns more than 50% of
the voting equity of the Company.

CONFIDENTIAL INFORMATION

During the course of your employment, you will have access to confidential and
proprietary information and records of the Company. In the event of your
departure from the Company, you will be required to return all confidential
materials and refrain from discussing all confidential information with anybody
at any time, unless compelled to do so by law. In addition, the Company shall be
the sole owner of all the results and proceeds of your services with the
Company, including without limitation, all ideas, designs, programs, materials,
etc., relating to the business of the Company.
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INDEMNIFICATION

The Company will indemnify you for any personal liability arising in the
ordinary course of business from your position as an officer of the company,
including such personal liability materializing after termination of your
employment, provided such liability does not arise from any misdeed on your part
as described under "Termination for Cause". Such indemnification shall be
covered by appropriate insurance at all times.

GENERAL

- Our normal office hours are Monday through Friday, 8:30 AM to 5:00 PM.

- You will be provided with Company paid parking at our offices.

If you are in agreement with this offer of employment, please sign the offer and
return one copy to me.

Lincoln, we are very excited to have you join the Sage team. I am confident that
you will make a significant contribution to the success of the Company.

Please do not hesitate to call me if you have any questions.

With kindest regards,

ROBIN I. MARSDEN
Robin I. Marsden
President and Chief Executive Officer

Attachment:  Relocation Guidelines



Accepted:         LINCOLN B. YERSIN
                  Lincoln B. Yersin


Date:             April 15, 1999