Exhibit
10.7

WELLINGTON RE SERVICES LIMITED
    
TERMS AND
CONDITIONS OF EMPLOYMENT

		
	(1) 	Nicholas
Bonnar (the "Executive");
and


		
	(2) 	WELLINGTON RE SERVICES
LIMITED incorporated in England and Wales (Registered Number
4270446) whose registered office is at 88 Leadenhall Street, London
EC3A 3BA (the
"Company").


		
	1. 	INTRODUCTION


			
		(a) 	Your
employer will be Wellington Re Services Limited (the
"Company").


			
		(b) 	You
will serve the Group as Underwriter, Speciality
Reinsurance.


			
		(c) 	Your salary will be
£165,000 per annum, paid in accordance with clauses 5.1 and
5.2.


			
		(d) 	Your normal place of work
will be 88 Leadenhall Street, London, EC3A but the Company reserves the
right to require you, provided that it does not do so unreasonably, to
work elsewhere if the interests of the Company's business so
require.


			
		(e) 	The commencement date
of your employment under this agreement is to be
agreed.


			
		(f) 	You will report to Chris
O'Kane.


			
		(g) 	Your notice period
will be set out in clause
14.


			
		(h) 	Your retirement age will be
60.


			
		(i) 	Subject to clause 4, your
normal hours of work will be from 9.00 a.m. to 5.00
p.m.


			
		(j) 	Subject to clause 7, you
shall be entitled to 25 days'
holiday.


			
		(k) 	Your probationary
period will be 6 months.


		
	1.1 	Dealing
Code


If at any time you wish to deal in shares of the
Company you must contact the Compliance Officer to obtain
consent.

		
	1.2 	Underwriting
Limits


You will be subject to Underwriting Authority
Limits as agreed by the Chief Executive
Officer.

		
	1.3 	Individual
Registration


Your employment is conditional upon you
obtaining any registration with any relevant authority, including the
Financial Services Authority, which may be necessary and in the event
that your registration is revoked or amended so that you are not
permitted to carry out your duties you will be liable to be summarily
dismissed. The Company reserves the rights to do this notwithstanding
any right of appeal you may have.

This term will apply
mutatis mutandis in the event of any alteration to the scope of your
duties requiring further
registration.

		
	2. 	SCOPE OF
DUTIES


To devote your full time and attention at work
to your job, to follow instructions and directions properly given to
you, to promote the interests and profitability of the Company and the
Group and not to do anything which might damage their
interests.

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	3. 	VARIATION OF
WORK


You may be expected to accept variation in the
content of your job should the Company so require subject to, first,
any such variation being consistent with the type of work applicable to
the job title in this statement, and secondly, being on terms no less
favorable than are applicable to the job title in this
statement.

		
	4. 	HOURS


Your
normal hours of work will be 9.00 a.m. to 5.00 p.m., together with such
additional hours as may be necessary without additional remuneration
for the proper discharge of your duties to the satisfaction of the
person to whom you report. We acknowledge that the nature of your
duties are such that you may keep irregular hours and may not always be
present at the office or indeed at work during those normal
hours.

		
	5. 	SALARY AND
BONUS


		
	5.1 	Method


Normally
your salary shall be paid monthly in arrears direct for the credit of
your bank or building society account. You will receive a statement
showing monthly deductions for tax (PAYE), national insurance, pension
and personal contributions, and any other special deductions from
salary.

		
	5.2 	Date


Normally
your salary will be paid on or before the last working day of the month
concerned.

		
	5.3 	Bonus


You
shall be eligible for a bonus of such amounts (if any) at such times
and subject to such conditions as the Compensation Committee of the
Board may in its absolute discretion
decide.

		
	6. 	EXPENSES


Reasonable
business expenses properly incurred in the course of your duties will
be reimbursed promptly on production of a VAT invoice or other
acceptable evidence of the sum claimed. Any claim for expenses must be
validated by the person to whom you report before
payment.

		
	7. 	HOLIDAY AND HOLIDAY
PAY


You will be entitled to 25 working days'
holiday in each calendar year in addition to statutory holidays.
Holidays for new employees for the year in which they join will
normally be on a pro rata basis.

You will be entitled to
receive one additional working day as holiday for each 10 years of
continuous employment with the Company.

You must agree
the dates of your holiday in advance with your Manager or Director so
that your responsibilities and work are properly covered at all times.
In all cases a minimum of one week's notice must be
provided.

When on holiday or away from work for any
other reason, you must leave a telephone number at which you can be
contacted in the unlikely event that this should prove
necessary.

Holidays not taken in one calendar year
cannot normally be carried forward to the next year, nor will payment
in lieu be made.

On termination of employment you will
be paid for any outstanding accrued holiday and a deduction for holiday
taken in excess of entitlement will be made. This will be calculated on
the basis of 1/260th of your salary for each day.

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All staff are entitled to
pre-marital leave of two days.

Any compassionate leave
granted (e.g. to attend a funeral of a close relative) must be
authorized by your Manager or
Director.

		
	8. 	SICKNESS ABSENCE AND
SICK PAY


Salary will normally be paid in full
(inclusive of any SSP or State benefit for which you are eligible) for
periods of absence from work through sickness or injury, up to the
limits specified below, provided that
you:

			
		(a) 	Inform the person to whom
you report by telephone as early as possible during the first working
day of the period of absence. This must be done by you in person unless
the situation renders it impossible and then it may be undertaken on
your behalf by a member of your family. An indication of the expected
date of return should also be
given.


			
		(b) 	For a period of absence
of 8 days or more, submit to the Company a Doctor's Certificate,
such Certificate to be sent to the Company on the eighth day of
absence, and renewed at appropriate
intervals.


			
		(c) 	For a period of
absence of between 1 and 7 days, complete a Company Absence
Certification Form on the first day of your return to work, and hand it
to the person to whom you report, who must countersign the
form.


You may be entitled to Statutory Sick Pay (SSP)
which will be made up to your normal salary for the periods set out
below. Qualifying days for the purposes of calculating any SSP
entitlement are Monday to Friday of each week. However, you should also
indicate whether you were sick on Saturdays and Sundays during a period
of absence.

The Company may, at any time, require you to
undergo a medical examination by a practitioner of the Company's
choice. The cost of such examination will be the responsibility of the
Company. The guidelines on the periods of sick pay are as
follows:

			
		(a) 	Should you be absent
for short periods on a recurring basis or for a continuous period of
several weeks, the situation will be kept under review by the person to
whom you report in consultation with the Personnel
Department.


			
		(b) 	In the event of a
protracted period of ill health the Company will continue to pay you
during absence from work for a maximum period of six months and
thereafter subject to the discretion of the Company.


The
Company's Permanent Health Insurance Scheme comes into operation
after six months' continuous sickness absence. The PHI benefits
include a payment towards the contributions needed to maintain your
occupational pension and death benefits during any period of
disability. The scheme is discretionary and subject to the approval of
the insurers, full details of the scheme are available from the
Personnel Department.

The above payments are made
entirely at the Company's discretion and nothing in this section
detracts from the Company's right to terminate your employment on
the grounds of sickness or
injury.

		
	9. 	COMPANY PENSION SCHEME AND
INSURANCE BENEFITS


Subject to the Company obtaining
Inland Revenue approval, you shall become a member of the Wellington
Group Pension Scheme ("the scheme"), until
such time as an alternative comparable arrangement is put in place by
the Board ("the Replacement Scheme"). Your
membership of the Scheme and the Replacement Scheme shall be subject to
their Trust Deed and Rules as may be amended from time to
time.

No contracting-out certificate pursuant to the
provisions of the Pensions Schemes Act 1993 will be in force in respect
of your employment.

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The Company shall provide you with
medical insurance, permanent health insurance, personal accident
insurance and life assurance (subject to the relevant insurers'
terms and conditions). The Board shall have the right to change the
arrangements for the provision of such benefits as it sees fit or if in
the reasonable opinion of the Board the Company is unable to secure any
such insurance under the rules of any applicable scheme or otherwise at
reasonable rates to cease to provide any or all of the
insurance.

		
	10. 	CONFIDENTIALITY OF
INFORMATION


The Company specifically regards as
confidential all information which is not in the public domain about
the Company and the Group relating to customers, clients, brokers,
premiums, discounts and renewal dates and any other information
relating to the Company's and Group's activities which may
reasonably be regarded as confidential.

It is a breach
of your Contract of Employment to make use of confidential information
for your own purposes or to disclose confidential information to anyone
else other than in the proper course of your employment. Such a breach
will normally lead to your summary dismissal.

The
obligation not to make use of, or disclose to others, confidential
information will continue to be binding on you at law after you leave
the employ of the
Company.

		
	11. 	COMPANY RULES AND
POLICIES


The Company’s Rules and Policies are
attached to these Standard Terms and Conditions. A failure on your part
to observe the Company’s Rules and Policies properly will be
dealt with in accordance with the disciplinary procedure.

		
	12. 	GRIEVANCE
PROCEDURE


If you have a complaint, problem or grievance
associated with your employment, the matter should be raised with your
immediate Manager or Director so that it can be cleared up as quickly
as possible.

In the event that you do not consider that
it has been satisfactorily resolved then you may raise it with the next
level in the management structure. The ultimate authority is with the
Group Chairman who may deal with it personally or nominate a Director
or Underwriter, not previously involved, to deal with the case on his
behalf.

The aim of the procedure is to ensure a speedy
and, wherever possible, informal resolution to your
grievance.

		
	13. 	DISCIPLINARY
PROCEDURE


		
	13.1 	Purpose and scope



You are required to abide by the Company’s
Rules and Policies (Schedule 1) and to conduct yourself at all times in
an efficient, decent and orderly manner. Infringement of acceptable
conduct (which includes conduct giving rise to a finding of misconduct
in proceedings brought before the disciplinary committee of any
relevant regulatory body) will be dealt with in accordance with the
disciplinary procedure. The aim is to ensure consistent and fair
treatment for all employees.

		
	13.2 	Principles


			
		(a) 	At
every stage in the procedure you will be advised of the nature of the
complaint against you and will be given the opportunity to state your
case before a decision is
made.


			
		(b) 	In all stages you will
have the right to be accompanied by a work
colleague.


			
		(c) 	You will not be
dismissed for a first breach of discipline except in the case of gross
misconduct.


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		(d) 	Formal
warnings whether verbal or written will be placed on your personal file
and will be removed one year after the date they were issued if no
further offence occurs.


			
		(e) 	You have
the right of appeal against any disciplinary penalty
imposed.


			
		(f) 	The procedure may be
implemented at any stage if the alleged misconduct warrants such
action.


		
	13.3 	The Procedure



The procedures in disciplinary matter will usually
be as follows:


Stage One – Verbal
Warning


In the case of a minor offence or if
conduct or performance is unsatisfactory, a formal verbal warning will
be issued.


Stage Two – Written
Warning


If the offence is serious or if there is no
improvement in standards, or if a further offence occurs, a written
warning will be issued. This will provide details of the complaint, the
improvement required and the timescale.


Stage Three
– Final Written Warning


A final written
warning will be issued when conduct of performance is still
unsatisfactory, or it is a more serious offence that does not warrant
dismissal. This will give details and will warn that dismissal will
result if there is no satisfactory improvement. The Company also
reserves the right to suspend you without pay for a maximum period of
five days, demote you or transfer you as the situation may warrant.


Stage Four – Dismissal


If
the conduct or performance is still unsatisfactory then the final step
will be dismissal.

		
	13.4 	Gross
Misconduct 


Acts of gross misconduct will normally
lead to summary dismissal. If the matter is serious consideration will
be given to suspension with pay while the matter is being investigated.
If on completion of the investigation the Company is satisfied that
gross misconduct has occurred, the result will be summary dismissal
without notice or payment in lieu.

Examples of offences
which are normally regarded as gross misconduct
include:

			
		• 	Theft, fraud,
deliberate falsification of
records/files


			
		• 	Violent
behaviour


			
		• 	Deliberate damage to
company property


			
		• 	Drunkenness
or drug abuse


			
		• 	Gross negligence
or insubordination


			
		• 	Wilful
breach of safety regulations endangering the safety of other
persons


			
		• 	Any behaviour likely
to damage the reputation of the Company or its trading
relationships


			
		• 	Any act of or
incitement to racial or sex discrimination (including sexual
harassment).


These are only examples and this list is
not
exhaustive.

		
	13.5 	Appeals


You may appeal against a disciplinary decision in writing
within five working days to the Chief Operating Officer. The
Director/Underwriter or the Chairman will hear the appeal and their
decision is final.

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	14. 	NOTICE


		
	14.1 	You
are entitled to receive, and are required to give, six months’
notice in order to terminate your
employment.


		
	14.2 	The Company reserves
the right in its absolute discretion to terminate your employment under
Clause 14.1 with immediate effect by making a payment to you in lieu of
notice.


		
	14.3 	During any period of
notice given by you pursuant to clause 14.1 or during any period not
exceeding six months from the date of notice being given by the Company
pursuant to clause 14.1 the Company shall be under no obligation to
assign to or vest in you any powers, duties or functions or to provide
any work for you and may at any time exclude you from any premises of
the Company. During any such period of exclusion the Company shall have
the right to require you not to speak to or otherwise communicate with
any director or employee of the Company or any Associated Company or
any person, firm or company, who at the date of such exclusion is a
client or customer of the Company or any Associated Company, about any
matter or thing relating to the business or affairs or finances of the
Company or any Associated Company or of any such client or customer of
the Company or any Associated Company.


		
	14.4 	In the event of gross misconduct the
Company has the right to dismiss you summarily without
notice.


		
	15. 	RESTRICTIVE
COVENANTS


		
	15.1 	For the purpose of
this clause 15:


"the
Business’’ means the business of reinsurance and the
UK commercial lines business carried on by the Group or any individual
Group Company or any other business carried on by the Group or any
individual Group Company at the date of termination of your employment
and with which you have been concerned to a material extent at any time
in the 12 months immediately preceding such
termination;

references to the
‘‘Group" and ‘‘Group
Companies" shall only be reference to the Group and
Group Companies in respect of which you have carried out material
duties in the period of 12  months prior to the date of
termination of your employment;

"Restricted Person" shall
mean any person who or which has at any time during the period of 12
months immediately preceding the date of termination done business with
the Company or any other Group Company as customer or client or
consultant and whom or which you shall have had personal dealings with,
contact with or responsibility for during the course of his
employment;

‘‘Key
Employee’’ shall mean any person who at the date of
termination of the your employment is employed or engaged by the
Company or any other Group Company with whom you have had material
contact during the course of your employment and (a) is employed or
engaged in the capacity of Manager, Underwriter or otherwise in a
senior capacity and/or (b) is in the possession of confidential
information belonging to the Company and/or (c) is directly managed by
or reports to you.

		
	15.2 	You covenant
with the Company that you will not in connection with the carrying on
of any business in competition with the Business during your employment
and for the period of 12  months after the termination of your
employment without the prior written consent of the Board either alone
or jointly with or on behalf of any person directly or
indirectly:


			
		15.2.1 	canvass solicit or
approach or cause to be canvassed or solicited or approached for orders
in respect of any services provided and/or any products sold by the
Company or any other Group Company any Restricted Person;
or


			
		15.2.2 	solicit or entice away or
endeavour to solicit or entice away from the Company or any other Group
Company any Key Employee.


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	15.3 	The periods
during which clauses 15.2.1 and 15.2.2 are expressed to operate shall
each be reduced by such period as you shall have complied during your
notice period with a direction to perform no duties and/or not to enter
all or any premises of the Company or any Group Company pursuant to
Clause 14.3.


		
	15.4  	You agree that you
will at the cost of the Company enter into a direct agreement or
undertaking with any Group Company whereby you will accept restrictions
and provisions corresponding to the restrictions and provisions in
Clauses 15.2.1 and 15.2.2 above (or such of them as may be appropriate
in the circumstances) in relation to such activities and such area and
for such a period not exceeding 12 months as such Group Company may
reasonably require for the protection of its legitimate business
interests.


		
	15.5 	The covenants
contained in Clauses 15.2.1 and 15.2.2 are intended to be separate and
severable and enforceable as
such.


		
	16. 	INTERPRETATION


		
	16.1 	In
this Agreement:


			
		‘‘Associated
Company’’ 	means any body corporate
which from time to time is:


			
		(a) 	a
parent undertaking of the Company;
or


			
		(b) 	any subsidiary undertaking of
any such parent undertaking of the Company;
or


			
		(c) 	a company over which the
Company has control within the meaning of section 840 of the Income and
Corporation Taxes Act 1988;
or


			
		(d) 	any company whose equity
share capital is owned as to 20 per cent or more but not more than 50
per cent by the
Company.


			
		‘‘Board’’ 	means
the board of directors of the Company from time to
time;


			
		‘‘Group’’ 	means
the Company and its Associated Companies (and ‘‘Group
Company’’ means any one of them).


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SIGNED for and on behalf of
the Company by a duly authorized
officer





											
	Signature		/s/
C O'Kane		 
	Print		C
O'Kane		 
	Date		29 November
2002		 
	






Signed by the
Executive





											
	Signature		/s/
NK Bonnar		 
	Print		NK
Bonnar		 
	Date		2nd December
2002		 
	






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