has appointed a Chief Executive Officer. Thereafter, the Employee will have such authorityand responsibilities and will perform such executive duties as are customarily performed by a ChiefAdministrative Officer of a company in similar lines of business as the Company and itssubsidiaries, or as may be assigned to Employee by the Chief Executive Officer of the Company. TheEmployee will devote all his full working-time and attention to the performance of such duties andto the promotion of the business and interests of the Company and its subsidiaries. The Employeeacknowledges and agrees that any change in duties resulting from the change in the Employeeposition from the Interim Chief Executive Officer to Chief Administrative Officer and/or theCompany’s appointment of a Chief Executive Officer shall not constitute “Good Reason” under thisAgreement.               3.3 Location. The Employee shall perform his full-time services to the Company andits subsidiaries in the Company’s Charlotte, NC office; providedthat the Employeeshall be required to travel as necessary to perform his duties hereunder.               4. Compensation and Benefits by the Company. As compensation for all servicesrendered pursuant to this Agreement, the Company shall provide the Employee the following duringthe Term:               4.1 Base Salary. During the Term, the Company will pay to the Employee an annual basesalary of $650,000, payable in accordance with the customary payroll practices of the Company(“Base Salary”). The Company, agrees to review such compensation not less frequently than annuallyduring the Term to consider appropriate increases to the Base Salary. The Employee’s Base Salarycannot be decreased. 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 annualbonus (“Bonus”) under a plan established by the Company in the amount determined by the Board basedupon achievement of performance measures established by the Company and approved by the Board. TheEmployee’s target bonus shall be seventy five percent (75%) of Base Salary (the “Target Bonus”).Notwithstanding the foregoing, for each of the calendar years ending on December 31, 2007 andDecember 31, 2008, Employee shall receive a Bonus of not less than fifty percent (50%) of his thencurrent Base Salary (respectively, the “2007 Bonus” and the “2008 Bonus”). The Employee’s Bonusshall be payable at such times and in the manner consistent with the Company’s policies regardingcompensation of executive employees.               4.3 Participation in Employee Benefit Plans. The Employee shall be entitled duringthe Term, if and to the extent eligible, to participate in all of the applicable benefit plans ofthe Company, which may be available to other senior executives of the Company. The Company may atany 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, suspensionor termination for other executives of the Company. Notwithstanding the foregoing, the Employeewill continue to participate in and/or receive benefits under (x) the Company’s Exec-U-Care plan(the “Exec-U-Care Plan”) and (y) the Scottish Holdings, Inc. Deferred Compensation Plan (the“Deferred Compensation Plan”) (or other comparable benefit plans sponsored by the Company or anaffiliate of the Company) to the same extent that the Employee participated in or received benefitsunder such plans prior to the
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Effective Date through the Term, subject to the terms of such plans and applicable law. Inthe event the Company modifies, amends or terminates the Deferred Compensation Plan or theExec-U-Care Plan prior to the expiration of the Term in a way that adversely affects the Employee’sbenefits under either plan, the Company will pay the Employee compensation or provide the Employeewith benefits (as determined in the Company’s discretion) through the expiration of the Termcomparable to the Employee’s benefits and compensation under such plans as of the Effective Date.               4.4 Equity Compensation. During the Term, the Employee shall be eligible toparticipate in the 2007 Scottish Re Group Limited Stock Option Plan, an equity incentivecompensation 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 asdetermined from time to time by the Board, provided that the Employee will receive options topurchase 800,000 shares of common stock (the “Equity Interests”) which will be subject to the termsand conditions of the Equity Incentive Plan.               4.5 Signing Bonus. The Company shall pay the Employee a signing bonus in an aggregateamount of $2,745,000 (the “Signing Bonus”), payable in three equal installments as follows: (x)within five (5) days of the date hereof; (y) on September 30, 2007; and (z) March 14, 2007.               4.6 Expense Reimbursement. During the Term, the Employee shall be entitled to receivereimbursement for all appropriate business expenses incurred by him in connection with his dutiesunder this Agreement in accordance with the policies of the Company as in effect from time to time.               4.7 Indemnification. The Holdings Indemnification Agreement (the “IndemnificationAgreement”) attached as **Exhibit A**to the 2002 Employment Agreement will continue in full force andeffect in accordance with the terms of the Indemnification Agreement. In the event theIndemnification Agreement becomes null and void at any time during the Employee’s employment withthe Company, the Employee shall be offered an opportunity to enter into an indemnificationagreement substantially similar to the Indemnification Agreement immediately.               5. Termination of Employment.               5.1 By the Company for Cause or by the Employee without Good Reason. If: (i) theCompany terminates the Employee’s employment with the Company for Cause (as defined below) or (iii)the Employee terminates his employment without Good Reason (as defined below), the Employee, shallbe entitled to receive the following (the “Accrued Benefits”):                    (a) the Employee’s accrued but unpaid Base Salary and benefits set forth in Sections 4.1 and4.3, if any, to the date of termination;                    (b) the unpaid portion of the Bonus, if any, relating to the calendar year prior to thecalendar year of termination by the Company for Cause or by the Employee without Good Reason,payable in accordance with Section 4.2;
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                    (c) in accordance with the Company’s policies, any accrued but unused vacation time or paidtime off;                    (d) expenses reimbursable under Section 4.7 incurred but not yet reimbursed to the Employee tothe date of termination; and                    (e) an amount equal to the unpaid portion of the Signing Bonus, if any.               For the purposes of this Agreement, “Cause” means, as determined by the Board (or itsdesignee), with respect to conduct during the Employee’s employment with the Company, whether ornot committed during the Term, (i) commission of a felony by Employee; (ii) acts of dishonesty byEmployee resulting or intending to result in personal gain or enrichment at the expense of theCompany or its subsidiaries; (iii) Employee’s material breach of his obligations under thisAgreement; (iv) conduct by Employee in connection with his duties hereunder that is fraudulent,unlawful or grossly negligent; (v) engaging in personal conduct by Employee (including but notlimited to employee harassment or discrimination, or the use or possession at work of any illegalcontrolled substance) which seriously discredits or damages the Company or its subsidiaries; (vi)contravention of specific lawful direction from the person or entity to whom the Employee reportsor continuing inattention to or continuing failure to adequately perform the duties to be performedby Employee under the terms of Section 3.2 of this Agreement or (vii) breach of the Employee’scovenants set forth in Section 6 below before termination of employment; provided, that,the Employee shall have fifteen (15) days after notice from the Company to cure the deficiencyleading to the Cause determination (except with respect to (i) above), if curable. A terminationfor “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)except with respect to the change of the Employee’s authority and responsibilities from those ofthe Chief Executive Officer to those of the Chief Administrative Officer as provided in Sections3.1 and 3.2 hereof, a material adverse reduction in Employee’s responsibilities or duties below alevel consistent with Employee’s performance and skill level, as determined in good faith by theBoard; (ii) a reduction in the Employee’s Base Salary or bonus opportunity; providedthat, the Company may at any time or from time to time amend, modify, suspend or terminateany bonus, incentive compensation or other benefit plan or program provided to the Employee for anyreason and without the Employee’s consent if such modification, suspension or termination (x) is aresult of the underperformance of the Employee or the Company under its business plan, or (y) isconsistent with an “across the board” reduction for all similar level executive employees of theCompany, and, in each case, is undertaken in the Board’s reasonable business judgment acting ingood faith and engaging in fair dealing with the Employee; or (iii) a material change in thegeographic location at which the Employee must provide services, which geographic location shall bethe Charlotte, North Carolina metropolitan area (excluding ordinary travel); (iv) a materialdiminution in the budget over which the Employee retains authority; and (v) the Company’s materialbreach of the Agreement; provided that the Employee provides notice to the Company of the existenceof the condition giving rise to Good Reason within a period not to exceed ninety (90) days of theinitial existence of the condition, and the Company has failed to cure the condition giving rise toGood Reason within thirty (30) days following the delivery of this notice.
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               5.2 By the Company Without Cause, By the Employee with Good Reason or due to Death orDisability. If during the Term: (i) the Company terminates Employee’s employment without Cause(which may be done at any time without prior notice), (ii) the Employee terminates his employmentwith Good Reason, (iii) the Employee’s employment terminates due to his death, or (iii) the Companyterminates the Employee’s employment due to the Employee’s Disability (as defined below), uponexecution without revocation of a valid release agreement in a form reasonably acceptable to theCompany and not in violation of any applicable laws (the “Release”), the Employee shall be entitledto receive:                    (a) the Accrued Benefits;                    (b) an amount equal to the Employee’s annual Base Salary as of the date of termination,payable in a lump sum, less standard income and payroll tax withholding and other authorizeddeductions;                    (c) continued payment of the Employee’s Base Salary for the remainder of the Term, payable inaccordance with the customary payroll practices of the Company;                    (d) the pro-rata portion of the Bonus up to the date of termination relating to the calendaryear of the Employee’s termination based on the Bonus awarded to the Employee in the prior calendaryear, except that if the Employee is terminated at anytime during the calendar years 2007 or 2008,the Employee will receive the full 2007 Bonus or 2008 Bonus applicable, payable in accordance withSection 4.2; and                    (e) if the Employee elects continuing group coverage pursuant to the Consolidated OmnibusBudget Reconciliation Act of 1985, asamended (“COBRA”), reimbursement of theemployer portion of the cost (consistent with the Company’s policy for active employees) of suchcontinuation coverage for the earlier of (x) twelve (12) months or (y) such earlier date that theEmployee is covered under another comparable group health plan, subject to the terms of the plansand applicable law.          For the purposes of this Agreement, “Disability” means a determination by the Company inaccordance with applicable law that as a result of a physical or mental injury or illness, theEmployee is unable to perform the essential functions of his job with or without reasonableaccommodation for a period of (i) ninety (90) consecutive days; or (ii) one hundred eighty (180)days in any one (1) year period.          The Company shall have no obligation to provide the benefits set forth above in the event thatEmployee breaches the provisions of Section 6. For purposes of clarity, the Company’s failure torenew the Term pursuant to Section 2 hereof, shall not constitute a termination of the Employee’semployment without Cause.               5.3 Following the Company’s Determination Not to Renew the Term. Should theEmployee’s employment with the Company terminate following the Company’s determination not to renewthe Term pursuant to Section 2, upon execution without revocation of the Release, the Employeeshall be entitled to receive:               (a) Accrued Benefits;
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               (b) continued payment of the Employee’s annual Base Salary as of the date of termination inaccordance with the customary payroll practices of the Company for a period of twelve (12) monthsfollowing the date of termination; and               (c) if the Employee elects continuing group coverage pursuant to COBRA, reimbursement of theemployer portion of the cost (consistent with the Company’s policy for active employees) of suchcontinuation coverage for the earlier of (x) twelve (12) months or (y) such earlier date that theEmployee is covered under another comparable group health plan, subject to the terms of the plansand applicable law.     The Company shall have no obligation to provide the benefits set forth above in the event thatEmployee breaches the provisions of Section 6.               5.4 No Mitigation; No Offset. The Employee shall be under no obligation to seek otheremployment after his termination of employment with the Company and the obligations of the Companyto the Employee which arise upon the termination of his employment pursuant to this Section 5 shallnot be subject to mitigation or offset.               5.5 Removal from any Boards and Position. If the Employee’s employment is terminatedfor any reason under this Agreement, he shall be deemed to resign (i) if a member, from the Boardor board of directors of any subsidiary of the Company or any other board to which he has beenappointed or nominated by or on behalf of the Company and (ii) from any position with the Companyor any subsidiary of the Company, including, but not limited to, as an officer of the Company andany of its subsidiaries.               5.6 Nondisparagement. The Employee agrees that he will not at any time (whetherduring or after the Term) publish or communicate to any person or entity any Disparaging (asdefined below) remarks, comments or statements concerning the Company, their parents, subsidiariesand affiliates, and their respective present and former members, partners, directors, officers,shareholders, employees, agents, attorneys, successors and assigns. The Company agrees to instructits executive officers and directors to refrain from publishing or communicating to any person orentity any Disparaging remarks, comments or statements concerning the Employee at any time (whetherduring or after the Term), providedthat, nothing in this Section 5.5 shall preventthe Company from (a) responding in a truthful manner to inquiries regarding Employee’s employmentor the termination thereof, from investors, regulators, the Company’s auditors or insurers, or asotherwise may be required by applicable law, rules or regulations, or (b) disclosing informationconcerning the Employee or the termination of Employee’s employment to officers of the Company orits affiliates who, at the discretion of the Company, should know such information. “Disparaging”remarks, comments or statements are those that impugn the character, honesty, integrity or moralityor business acumen or abilities in connection with any aspect of the operation of business of theindividual or entity being disparaged.               5.7 Continued Employment Beyond the Expiration of the Term. Unless the partiesotherwise agree in writing, continuation of the Employee’s employment with the Company beyond theexpiration of the Term or following non-renewal of this Agreement by either party shall be deemedan employment at-will and shall not be deemed to extend any of the provisions of this Agreement,and the Employee’s employment may thereafter be terminated at will by either the Employee or theCompany; provided that the provisions of Sections 7, 8, 9.5
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and 9.10 of this Agreement shall survive any termination of this Agreement or the terminationof the Employee’s employment hereunder.               6. Certain Additional Payments by the Company.               6.1 Anything in this Agreement to the contrary notwithstanding, in the event that it shall bedetermined (as hereafter provided) that any payment (other than the Gross-Up payments provided forin this Section 6) or distribution by the Company, Holdings or any of their affiliates to or forthe benefit of the Employee, whether paid or payable or distributed or distributable pursuant tothe terms of this Agreement or otherwise pursuant to or by reason of any other agreement, policy,plan, program or arrangement, including without limitation any stock option, performance share,performance unit, stock appreciation right or similar right, or the lapse or termination of anyrestriction on or the vesting or exercisability of any of the foregoing (a “Payment”), would besubject to the excise tax imposed by Section 4999 of the Code by reason of being considered“contingent on a change in ownership or control” of the Company or Holdings, within the meaning ofSection 280G of the Code, or any similar tax imposed by state or local law, or any interest orpenalties with respect to such tax (such tax or taxes, together with any such interest andpenalties, being hereafter collectively referred to as the “Excise Tax”), then the Employee shallbe entitled to receive an additional payment or payments (collectively, a “Gross-Up Payment”). TheGross-Up Payment shall be in an amount such that, after payment by the Employee of all taxes(including any interest or penalties imposed with respect to such taxes), including any Excise Taximposed upon the Gross-Up Payment, the Employee retains an amount of the Gross-Up Payment equal tothe Excise Tax imposed upon the Payment. For purposes of determining the amount of the Gross-UpPayment, the Employee will be considered to pay (x) federal income taxes at the highest rate ineffect in the year in which the Gross-Up Payment will be made and (y) state and local income taxesat the highest rate in effect in the state or locality in which the Gross-Up Payment would besubject to state or local tax, net of the maximum reduction in federal income tax that could beobtained from deduction of such state and local taxes.               6.2 Subject to the provisions of Section 6.6, all determinations required to be made underthis Section 6, including whether an Excise Tax is payable by the Employee and the amount of suchExcise Tax and whether a Gross-Up Payment is required to be paid by the Company to the Employee andthe amount of such Gross-Up Payment, if any, shall be made by a nationally recognized accountingfirm (the “Accounting Firm”) selected by the Company in his sole discretion. The Company shalldirect the Accounting Firm to submit its determination and detailed supporting calculations to boththe Company and the Employee within thirty (30) calendar days after the Date of Termination, ifapplicable, and any such other time or times as may be requested by the Company or the Employee.If the Accounting Firm determines that any Excise Tax is payable by the Employee, the Company shallpay the required Gross-Up Payment to the Employee within five (5) business days after receipt ofsuch determination and calculations with respect to any Payment to the Employee or to the InternalRevenue Service on the Employee’s behalf. If the Accounting Firm determines that no Excise Tax ispayable by the Employee with respect to any material benefit or amount (or portion thereof), itshall, at the same time as it makes such determination, furnish the Company and the Employee anopinion that the Employee has substantial authority not to report any Excise Tax on his federal,state or local income or other tax return. As a result of the uncertainty in the application ofSection 4999 of the Code and the possibility of similar uncertainty regarding applicable state orlocal tax law at the time of any determination by the Accounting Firm
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hereunder, it is possible that Gross-Up Payments which will not have been made by the Companyshould have been made (an “Underpayment”), consistent with the calculations required to be madehereunder. In the event that the Company exhausts or fails to pursue its remedies pursuant toSection 6.6 and the Employee thereafter is required to make a payment of any Excise Tax, theCompany shall direct the Accounting Firm to determine the amount of the Underpayment that hasoccurred and to submit its determination and detailed supporting calculations to both the Companyand the Employee as promptly as possible. Any such Underpayment shall be promptly paid by theCompany to, or for the benefit of, the Employee within five (5) business days after receipt of suchdetermination and calculations.               6.3 The Company and the Employee shall each provide the Accounting Firm access to and copiesof any books, record and documents in the possession of the Company or the Employee, as the casemay be, reasonably requested by the Accounting Firm, and-otherwise cooperate with the AccountingFirm in connection with the preparation and issuance of the determinations and calculationscontemplated by Section 6.2. Any determination by the Accounting Firm as to the amount of theGross-Up Payment shall be binding upon the Company and the Employee.               6.4 The federal, state and local income or other tax returns filed by the Employee shall beprepared and filed on a consistent basis with the determination of the Accounting Firm with respectto the Excise Tax payable by the Employee. The Employee shall report and make proper payment ofthe amount of any Excise Tax, and at the request of the Company, provide to the Company true andcorrect copies (with any amendments) of his federal income tax return as filed with the InternalRevenue Service and corresponding state and local tax returns, if relevant, as filed with theapplicable taxing authority, and such other documents reasonably requested by the Company,evidencing such payment. If prior to the filing of the Employee’s federal income tax return, orcorresponding state or local tax return, if relevant, the Accounting Firm determines that theamount of the Gross-Up Payment should be reduced, the Employee shall within five (5) business dayspay to the Company the amount of such reduction.               6.5 The fees and expenses of Accounting Firm for its services in connection with thedeterminations and calculations contemplated by Section 6.2 shall be borne by the Company. If suchfees and expenses are initially paid by the Employee, the Company shall reimburse the Employee thefull amount of such fees and expenses within five (5) business days after receipt from the Employeeof a statement therefor and reasonable evidence of his payment thereof.               6.6 The Employee shall notify the Company in writing of any claim by the Internal RevenueService or any other taxing authority that, if successful, would require the payment by the Companyof a Gross-Up Payment. Such notification shall be given as promptly as practicable but no laterthan ten (10) business days after the Employee actually receives notice of such claim and theEmployee shall further apprise the Company of the nature of such claim and the date on whichsuch claim is requested to be paid (in each case, to the extent known by the Employee). TheEmployee shall not pay such claim prior to the earlier of (i) the expiration of the 30-calendar-dayperiod following the date on which he gives such notice to the Company and (ii) the date that anypayment of amount with respect to such claim is due. If the Company notified the Employee inwriting prior to the expiration of such period that it desires to contest such claim, the Employeeshall:
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          (a) provide the Company with any written records or documents in his possession relating tosuch claim reasonably requested by the Company;          (b) take such action in connection with contesting such claim as the Company shall reasonablyrequest in writing from time to time, including without limitation accepting legal representationwith respect to such claim by an attorney competent in respect of the subject matter and reasonablyselected by the Company;          (c) cooperate with the Company in good faith in order effectively to contest such claim; and          (d) permit the Company to participate in any proceedings relating to such claim; provided,however, that the Company shall bear and pay directly all costs and expenses (including interestand penalties) incurred in connection with such contest and shall indemnify and hold harmless theEmployee, on an after-tax basis, for and against any Excise Tax or income or other tax, includinginterest and penalties with respect thereto, imposed as a result of such representation and paymentof costs and expenses. Without limiting the foregoing provisions of this Section 6.6, the Companyshall control all proceedings taken in connection with the contest of any claim contemplated bythis Section 6.6 and, at its sole option, may pursue or forego any and alladministrativeappeals, proceedings, hearings and conferences with the taxing authority in respect of such claim(provided, however, that the Employee may participate therein at his own cost and expense) and may,at its option, either direct the Employee to pay the tax claimed and sue for a refund or contestthe claim in any permissible manner, and the Employee agrees to prosecute such contest to adetermination before any administrative tribunal, in a court of initial jurisdiction and in one ormore appellate courts, as the Company shall determine; provided,however, that if theCompany directs the Employee to pay the tax claimed and sue for a refund, the Company shall advancethe amount of such payment to the Employee on an interest-free basis and shall indemnify and holdthe Employee harmless, on an after-tax basis, from any Excise Tax or income or other tax, includinginterest or penalties with respect thereto, imposed with respect to such advance; and providedfurther, however, that any extension of the statute of limitations relating to payment of taxes forthe taxable year of the Employee with respect to which the contested amount is claimed to be due islimited solely to such contested amount. Furthermore, the Company’s control of any such contestedclaim shall be limited to issues with respect to which a Gross-Up Payment would be payablehereunder and the Employee shall be entitled to settle or contest as the case may be, any otherissue raised by the Internal RevenueService or any other taxing authority.               6.7 If, after the receipt by the Employee of an amount advanced by the Company pursuant toSection 6.6, the Employee receives any refund with respect to such claim, the Employee shall(subject to the Company’s complying with the requirements of Section 6.6) promptly pay to theCompany the amount of such refund (together with any interest paid or credited thereon after anytaxes applicable thereto). If, after the receipt by the Employee of an amount advanced by theCompany pursuant to Section 6.6, a determination is made that the Employee shall not be entitled toany refund with respect to such claim and the Company does not notify the Employee in writing ofits intent to contest such denial or refund prior to the expiration of ten (10) calendar days aftersuch determination, then such advance shall be forgiven and shall not be required to be repaid andthe amount of any such advance shall offset, to the extent thereof, the amount of Gross-Up Paymentrequired to be paid by the Company to the Employee pursuant to this Section 6.
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               6.8 Notwithstanding any provision of this Agreement to the contrary, but giving effect to anyredetermination of the amount of Gross-Up payments otherwise required by this Section 6, if (i) butfor this sentence, the Company would be obligated to make a Gross-Up Payment to the Employee and(ii) the aggregate “present value” of the “parachute payments” to be paid or provided to theEmployee under this Agreement or otherwise does not exceed three times the Employee’s “base amount”by more than $50,000, then the payments and benefits to be paid or provided under this Agreementwill be reduced (or repaid to the Company, if previously paid or provided) to the minimum extentnecessary so that no portion of any payment or benefit to the Employee, as so reduced or repaid,constitutes an “excess parachute payment.” For purposes of this Section 6.8, the terms “excessparachute payment,” “present value,” “parachute payment,” and “base amount” will have the meaningsassigned to them by Section 280G of the Code. The determination of whether any reduction in orrepayment of such payments or benefits to be provided under this Agreement is required pursuant tothis Section 6.8 will be made at the expense of the Company, if requested by the Employee or theCompany, by the Accounting Firm. Appropriate adjustments shall be made to amounts previously paidto Employee, or to amounts not paid pursuant to this Section 6.8, as the case may be, to reflectproperly a subsequent determination that the Employee owes more or less Excise Tax than the amountpreviously determined to be due. In the event that any payment or benefit intended to be providedunder this Agreement or otherwise is required to be reduced or repaid pursuant to this Section 6.8,the Employee shall be entitled to designate the payments and/or benefits to be so reduced or repaidin order to give effect to this Section 6.8. The Company shall provide the Employee with allinformation reasonably requested by the Employee to permit the Employee to make such designation.In the event that the Employee fails to make such designation within 10 business days prior to theDate of Termination or other due date, the Company may effect such reduction or repayment in anymanner it deems appropriate.               7. Restrictions and Obligations of the Employee.               7.1 Confidentiality. (a) During the course of the Employee’s employment by theCompany (prior to and during the Term), the Employee has had and will have access to certain tradesecrets and confidential information relating to the Company and its subsidiaries (the “ProtectedParties”) which is not readily available from sources outside the Company. The confidential andproprietary information and, in any material respect, trade secrets of the Protected Parties areamong their most valuable assets, including but not limited to, their customer, supplier and vendorlists, databases, competitive strategies, computer programs, frameworks, or models, their marketingprograms, their sales, financial, marketing, training and technical information, their productdevelopment (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 customersand operate their retail and other businesses. The Protected Parties invested, and continue toinvest, considerable amounts of time and money in their process, technology, know-how, obtainingand developing the goodwill of their customers, their other external relationships, their datasystems and data bases, and all the information described above (hereinafter collectively referredto as “Confidential Information”), and any misappropriation or unauthorized disclosure ofConfidential Information in any form would irreparably harm the Protected Parties. The Employeeacknowledges that such Confidential Information constitutes valuable, highly confidential, specialand unique property of the Protected Parties. The Employee shall hold in a fiduciary capacity forthe benefit of the
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Protected Parties all Confidential Information relating to the Protected Parties and theirbusinesses, which shall have been obtained by the Employee during the Employee’s employment by theCompany or its subsidiaries and which shall not be or become public knowledge (other than by actsby the Employee or representatives of the Employee in violation of this Agreement). Except asrequired by law (including, but not limited to, pursuant to a lawful subpoena) or an order of acourt or governmental agency with jurisdiction, the Employee shall not, during the period theEmployee is employed by the Company or its subsidiaries or at any time thereafter, disclose anyConfidential Information, directly or indirectly, to any person or entity for any reason or purposewhatsoever, nor shall the Employee use it in any way, except in the course of the Employee’semployment with, and for the benefit of, the Protected Parties or to enforce any rights or defendany 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 ofsuch claims and is only disclosed in the formal proceedings related thereto. The Employee shalltake all reasonable steps to safeguard the Confidential Information and to protect it againstdisclosure, misuse, espionage, loss and theft. The Employee understands and agrees that theEmployee shall acquire no rights to any such Confidential Information.          (b) All Company files, records, documents, drawings, specifications, data, computer programs,evaluation mechanisms and analytics and similar items relating thereto or to the Business (for thepurposes of this Agreement, “Business” shall be as defined in Section 6.3 hereof), as well as allcustomer lists, specific customer information, compilations of product research and marketingtechniques of the Company and its subsidiaries, whether prepared by the Employee or otherwisecoming into the Employee’s possession, shall remain the exclusive property of the Company and itssubsidiaries, and the Employee shall not remove any such items from the premises of the Company andits subsidiaries, 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, the Employee willpromptly disclose to it, and assign to it the Employee’s interest in any invention, improvement ordiscovery made or conceived by the Employee, either alone or jointly with others, which arises outof the Employee’s employment. At the Company’s request and expense, the Employee will assist theCompany and its subsidiaries during the period of the Employee’s employment by the Company or itssubsidiaries and thereafter in connection with any controversy or legal proceeding relating to suchinvention, improvement or discovery and in obtaining domestic and foreign patent or otherprotection covering the same.          (d) As requested by the Company and at the Company’s expense, from time to time and upon thetermination of the Employee’s employment with the Company for any reason, the Employee willpromptly deliver to the Company and its subsidiaries all copies and embodiments, in whatever form,of all Confidential Information in the Employee’s possession or within his control (including, butnot limited to, memoranda, records, notes, plans, photographs, manuals, notebooks, documentation,program listings, flow charts, magnetic media, disks, diskettes, tapes and all other materialscontaining any Confidential Information) irrespective of the location or form of such material. Ifrequested by the Company, the Employee will provide the Company with written confirmation that allsuch materials have been delivered to the Company as provided herein.               7.2 Non-Solicitation or Hire. During the Term and for a period of twelve (12) monthsfollowing the termination of the Employee’s employment for any reason, the
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Employee shall not directly or indirectly solicit or attempt to solicit or induce, directly orindirectly, (a) any party who is a customer of the Company or its subsidiaries, or who was acustomer of the Company or its subsidiaries at any time during the twelve (12) month periodimmediately 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 theCompany or its subsidiaries (provided that if the Employee intends to solicit any suchparty for any other purpose, he shall notify the Company of such intention and receive priorwritten approval from the Company), (b) any supplier to or customer or client of the Company or anysubsidiary to terminate, reduce or alter negatively its relationship with the Company or anysubsidiary or in any manner interfere with any agreement or contract between the Company or anysubsidiary and such supplier, customer or client or (c) any employee of the Company or any of itssubsidiaries or any person who was an employee of the Company or any of its subsidiaries during thetwelve (12) month period immediately prior to the date the Employee’s employment terminates toterminate such employee’s employment relationship with the Protected Parties in order, in eithercase, to enter into a similar relationship with the Employee, or any other person or any entity incompetition with the Business of the Company or any of its subsidiaries.               7.3 Non-Competition. During the Term and for a period of twelve (12) months followingthe 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 Companyor a subsidiary, 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 otherwiseassist any person or entity that engages in or owns, invests in, operates, manages or controls anyventure or enterprise which engages or proposes to engage in the reinsurance business or any otherbusiness conducted by the Company or any of its subsidiaries on the date of the Employee’stermination of employment or within twelve (12) months of the Employee’s termination of employmentfor which the Employee has performed services, in each case, in the geographic locations where theCompany and its subsidiaries engage or propose to engage in such business(es) (the “Business”).Notwithstanding the foregoing, nothing in this Agreement shall prevent the Employee from (a) owningfor 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 (solong as the Employee has no power to manage, operate, advise, consult with or control the competingenterprise and no power, alone or in conjunction with other affiliated parties, to select adirector, manager, general partner, or similar governing official of the competing enterprise otherthan in connection with the normal and customary voting powers afforded the Employee in connectionwith any permissible equity ownership), and (b) serving as an employee, consultant or advisor (orother similar capacity) to an entity engaged in the Business for a unit, division, affiliate ordepartment of such entity that does not engage in the Business in any material respect, so long asthe Employee is not directly or indirectly involved in the Business activities performed by suchentity.               7.4 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 theCompany or its subsidiaries are the sole property of the Company and its subsidiaries (“CompanyProperty”). During the Term, and at all times thereafter, the
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Employee shall not remove, or cause to be removed, from the premises of the Company or itssubsidiaries, copies of any record, file, memorandum, document, computer related information orequipment, or any other item relating to the business of the Company or its subsidiaries, except infurtherance of his duties under the Agreement. When the Employee’s employment with the Companyterminates, or upon request of the Company at any time, the Employee shall promptly deliver to theCompany all copies of Company Property in his possession or control.               8. Remedies; Specific Performance. The Parties acknowledge and agree that theEmployee’s breach or threatened breach of any of the restrictions set forth in Section 6 willresult in irreparable and continuing damage to the Protected Parties for which there may be noadequate remedy at law and that the Protected Parties may be entitled to equitable relief,including specific performance and injunctive relief as remedies for any such breach or threatenedor attempted breach. The Employee hereby consents to the grant of an injunction (temporary orotherwise) against the Employee or the entry of any other court order against the Employeeprohibiting and enjoining him from violating, or directing him to comply with any provision ofSection 7. The Employee also agrees that such remedies shall be in addition to any and allremedies, including damages, available to the Protected Parties against him for such breaches orthreatened or attempted breaches. In addition, without limiting the Protected Parties’ remediesfor any breach of any restriction on the Employee set forth in Section 7, except as required bylaw, the Employee shall not be entitled to any payments set forth in Section 5.2 or 5.3 hereof ifthe Employee has breached the covenants applicable to the Employee contained in Section 7, theEmployee will immediately return to the Protected Parties any such payments previously receivedunder Section 5.2 or 5.3 upon such a breach, and, in the event of such breach, the ProtectedParties will have no obligation to pay any of the amounts that remain payable by the Company underSection 5.2 or 5.3.               9. Other Provisions.               9.1 Notices. Any notice or other communication required or which may be givenhereunder shall be in writing and shall be delivered personally, telegraphed, telexed, sent byfacsimile transmission or sent by certified, registered or express mail, postage prepaid orovernight mail and shall be deemed given when so delivered personally, telegraphed, telexed, orsent 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:13840 Ballantyne Corporate Place,Suite 500Charlotte, NC 28277Attention: General CounselTelephone:Fax:                    (b) If the Employee, to the Employee’s home address reflected in the Company’s records.               9.2 Entire Agreement. This Agreement and the Equity Incentive Plan contain the entireagreement between the Parties with respect to the subject matter hereof
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and supersede all prior agreements, written or oral, with respect thereto, including, withoutlimitation the 2002 Employment Agreement.               9.3 Representations and Warranties by Employee. The Employee represents and warrantsthat he is not a party to or subject to any restrictive covenants, legal restrictions or otheragreements in favor of any entity or person which would in any way preclude, inhibit, impair orlimit the Employee’s ability to perform his obligations under this Agreement, including, but notlimited to, non-competition agreements, non-solicitation agreements or confidentiality agreements.               9.4 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 writteninstrument signed by the Parties or, in the case of a waiver, by the party waiving compliance. Nodelay on the part of any party in exercising any right, power or privilege hereunder shall operateas 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 otheror further exercise thereof or the exercise of any other right, power or privilege hereunder.               9.5 Governing Law, Dispute Resolution and Venue.                    (a) This Agreement shall be governed and construed in accordance with the laws of the State ofNew York applicable to agreements made and not to be performed entirely within such state, withoutregard to conflicts of laws principles.                    (b) The parties agree irrevocably to submit to the exclusive jurisdiction of the federalcourts or, if no federal jurisdiction exists, the state courts, located in Charlotte, NorthCarolina, for the purposes of any suit, action or other proceeding brought by any party arising outof any breach of any of the provisions of this Agreement and hereby waive, and agree not to assertby way of motion, as a defense or otherwise, in any such suit, action, or proceeding, any claimthat it is not personally subject to the jurisdiction of the above-named courts, that the suit,action or proceeding is brought in an inconvenient forum, that the venue of the suit, action orproceeding is improper, or that the provisions of this Agreement may not be enforced in or by suchcourts. In addition, the parties agree to waive trial by jury.               9.6 Assignability by the Company and the Employee. This Agreement, and the rights andobligations hereunder, may not be assigned by the Company or the Employee without written consentsigned by the other party; provided that the Company may assign the Agreement to anysuccessor that continues the business of the Company.               9.7 Counterparts. This Agreement may be executed in counterparts, each of which shallbe deemed an original but all of which shall constitute one and the same instrument.               9.8 Headings. The headings in this Agreement are for convenience of reference onlyand shall not limit or otherwise affect the meaning of terms contained herein.               9.9 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 oradministrative agency or authority to be invalid, void, unenforceable or against public policy forany reason, the remainder of the terms, provisions, covenants and restrictions of this Agreementshall 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 6 are a condition ofthis Agreement and are reasonable and valid in temporal scope and in all other respects.               9.10 Judicial Modification. If any court determines that any of the covenants inSection 7, or any part of any of them, is invalid or unenforceable, the remainder of such covenantsand parts thereof shall not thereby be affected and shall be given full effect, without regard tothe invalid portion. If any court determines that any of such covenants, or any part thereof, isinvalid or unenforceable because of the geographic or temporal scope of such provision, such courtshall reduce such scope to the minimum extent necessary to make such covenants valid andenforceable.               9.11 Survival. The provisions of Sections 7, 8, 9.5, 9.10 and 9.12 of this Agreementshall survive any termination of this Agreement or the termination of Employee’s employment withthe Company hereunder.               9.12 Tax Withholding. The Company or other payor is authorized to withhold from anybenefit provided or payment due hereunder, the amount of withholding taxes due any federal, stateor local authority in respect of such benefit or payment and to take such other action as may benecessary in the opinion of the Board to satisfy all obligations for the payment of suchwithholding taxes.               9.13 Compliance with Law. This Agreement is intended to comply with the requirementsof Section 409A of the Code. To the extent that any provision in this Agreement is ambiguous as toits compliance with Section 409A, the provision shall be read in such a manner so that all paymentsunder Section 5 shall comply with Section 409A.
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     IN WITNESS WHEREOF, the Parties hereto, intending to be legally bound hereby, have executedthis Agreement as of the day and year first above mentioned.         EMPLOYEE                Paul Goldean           SCOTTISH RE GROUP LIMITED           By:               Name:      Title:  
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