EXHIBIT 4.1


                            W.P. STEWART & CO., LTD.
                       2001 EMPLOYEE EQUITY INCENTIVE PLAN


Section 1.  Purpose

     The purpose of the Plan is to promote the  interests of the Company and its
shareholders  by  aiding  the  Company  and its  Affiliates  in  attracting  and
retaining  full-time  employees  capable of assuring  the future  success of the
Company,  to offer such persons  incentives to put forth maximum efforts for the
success of the Company's  business and to afford such persons an  opportunity to
acquire a proprietary interest in the Company.

Section 2.  Definitions

     As used in the Plan, the following  terms shall have the meanings set forth
below:

          (a) "Affiliate" shall mean (i) any entity that, directly or indirectly
     through one or more  intermediaries,  is controlled by the Company and (ii)
     any entity in which the Company has a significant equity interest,  in each
     case as determined by the Committee.

          (b) "Award" shall mean any Option or Restricted Shares,  granted under
     the Plan.

          (c) "Award  Agreement" shall mean any written  agreement,  contract or
     other instrument or document evidencing any Award granted under the Plan.

          (d) "Board" shall mean the Board of Directors of the Company.

          (e)  "Code"  shall mean the U.S.  Internal  Revenue  Code of 1986,  as
     amended from time to time, and any regulations promulgated thereunder.

          (f)  "Committee"  shall mean the  Compensation  Committee of the Board
     that is hereby designated by the Board to administer the Plan.

          (g) "Company" shall mean W.P.  Stewart & Co., Ltd., a Bermuda company,
     and any successor company.

          (h) "Director" shall mean a member of the Board.

          (i) "Eligible Person" shall mean any full-time employee of the Company
     or its Affiliates whom the Committee determines to be an Eligible Person.

          (j) "Fair  Market  Value"  shall mean,  with  respect to any  property
     (including,  without limitation, any Shares or other securities),  the fair
     market value of such  property  determined by such methods or procedures as
     shall be established  from time to time by the  Committee.  Notwithstanding
     the foregoing, unless otherwise determined by the Committee, the


                                      -1-
<PAGE>

     Fair Market  Value of Shares as of a given date shall be the closing  sales
     price as reported by New York Stock Exchange,  Inc.  ("NYSE") on such date,
     or if the NYSE is not open for  trading  on such date,  on the most  recent
     preceding date when it is open for trading.

          (k)  "Incentive  Stock  Option"  shall  mean an option  granted  under
     Section  6(a) of the Plan  that is  intended  to meet the  requirements  of
     Section 422 of the Code or any successor provision.

          (l)  "Non-Qualified  Share Option" shall mean an option  granted under
     Section  6(a) of the Plan that is not  intended  to be an  Incentive  Stock
     Option.

          (m) "Option" shall mean an Incentive  Stock Option or a  Non-Qualified
     Share Option.

          (n)  "Participant"  shall mean an  Eligible  Person  designated  to be
     granted an Award under the Plan.

          (o)  "Person"  shall mean any  individual,  corporation,  partnership,
     association or trust.

          (p)  "Plan"  shall  mean the 2001 W.P.  Stewart & Co.,  Ltd.  Employee
     Equity  Incentive  Plan,  as amended from time to time,  the  provisions of
     which are set forth herein.

          (q)  "Restricted  Shares" shall mean any Shares  granted under Section
     6(b) of the Plan.

          (r) "Share" or "Shares" shall mean shares, $0.001 par value per share,
     of the Company or such other  securities or property as may become  subject
     to Awards pursuant to an adjustment made under Section 4(c) of the Plan.

          (s) "vest" shall mean, in the case of a Share subject to an Option, to
     become purchasable by the Participant  pursuant to such Option, and, in the
     case of a Restricted  Share,  to become no longer  subject to forfeiture by
     the Participant.

Section 3.  Administration

          (a) Power and  Authority of  Management  and the  Committee.  The Plan
     shall  be  administered  by the  management  of  the  Company,  subject  to
     oversight by the Committee.  Subject to the express  provisions of the Plan
     and to applicable  law, the management of the Company shall have full power
     and authority to: (i) designate Participants as instructed by the Committee
     or based upon the  recommendations of management of the Company,  which the
     Committee shall periodically review and approve; (ii) determine the type or
     types of Awards to be granted by the  Committee on behalf of the Company to
     each  Participant  under the Plan,  subject to approval  by the  Committee;
     (iii)  determine  the number of Shares to be covered by (or with respect to
     which payments,  rights or other matters are to be calculated in connection
     with) each Award, subject to approval by the Committee;  (iv) determine the
     terms and conditions of


                                      -2-
<PAGE>

     any Award or Award  Agreement,  subject to approval by the  Committee;  (v)
     amend  the  terms  and  conditions  of any  Award  or Award  Agreement  and
     accelerate  the  exercisability  of  Options  or the lapse of  restrictions
     relating to Restricted Shares;  (vi) determine whether,  to what extent and
     under what  circumstances  Awards may be exercised in cash,  Shares,  other
     securities,  other  Awards or other  property,  or  canceled,  forfeited or
     suspended;   (vii)  determine  whether,  to  what  extent  and  under  what
     circumstances  cash,  Shares,  promissory notes,  other  securities,  other
     Awards,  other property and other amounts  payable with respect to an Award
     under the Plan shall be deferred either automatically or at the election of
     the holder  thereof or the Company,  subject to approval by the  Committee;
     (viii)  interpret and  administer the Plan and any instrument or agreement,
     including an Award  Agreement,  relating to the Plan,  subject to review by
     the  Committee;  (ix)  establish,  amend,  suspend  or waive such rules and
     regulations  and appoint such agents as management  shall deem  appropriate
     for the  proper  administration  of the  Plan,  subject  to  review  by the
     Committee;  and (x) make any other  determination and take any other action
     that the Committee deems necessary or desirable for the  administration  of
     the  Plan.   Unless   otherwise   expressly   provided  in  the  Plan,  all
     designations, determinations,  interpretations and other decisions under or
     with  respect to the Plan or any Award shall be within the sole  discretion
     of the Committee and the management of the Company as provided  above,  may
     be made at any time and shall be final,  conclusive  and  binding  upon any
     Participant, any holder or beneficiary of any Award and any employee of the
     Company or any Affiliate.

          (b) Delegation. The Committee may delegate its powers and duties under
     the Plan to one or more  Directors or to a committee of Directors,  subject
     to such terms, conditions and limitations as the Committee may establish in
     its sole discretion.

          (c) Power and  Authority  of the Board of  Directors.  Notwithstanding
     anything to the contrary  contained herein,  the Board may, at any time and
     from time to time,  without any further action of the  Committee,  exercise
     the powers and duties of the Committee under the Plan.

Section 4.  Shares Available for Awards

          (a) Shares  Available.  Subject to  adjustment  as provided in Section
     4(c) of the Plan,  the aggregate  number of Shares that may be issued under
     all Awards under the Plan shall be 1,500,000, provided, that (i) each Award
     made in  each  respective  calendar  year  shall  be  substantially  in the
     proportions  set forth in Exhibit A hereto;  provided,  however,  that each
     Award shall specify whether and, if so, how many Restricted  Shares must be
     purchased by the  Participant  as a condition to the vesting of the Options
     included in such Award,  and (ii) the  aggregate  number of Shares that may
     vest  under  the Plan in any  calendar  year  shall  not  exceed  1% of the
     Company's  outstanding  Shares  on a  fully  diluted  basis.  Shares  to be
     delivered under the Plan may be either authorized but unissued Shares to be
     issued by the Company or existing issued Shares which the Company causes to
     be  transferred  to  the  Participant.  Any  Shares  that  are  used  by  a
     Participant as full or partial payment of the purchase price relating to an
     Award, or in connection with the  satisfaction of tax obligations  relating
     to an Award,  shall again be  available  for  granting  Awards  (other than
     Incentive Stock Options) under the Plan. In addition, if any Shares covered
     by an  Award  or to  which  an  Award  relates  are  not  purchased  or are
     forfeited,  or if an Award otherwise terminates in whole or in part without
     delivery of any Shares, then the


                                      -3-
<PAGE>

     number of Shares counted against the aggregate  number of Shares  available
     under  the Plan  with  respect  to such  Award,  to the  extent of any such
     forfeiture or  termination,  shall again be available  for granting  Awards
     under  the  Plan.  Notwithstanding  the  foregoing,  the  number  of Shares
     available  for granting  Incentive  Stock  Options under the Plan shall not
     exceed 1,500,000, subject to adjustment as provided in the Plan and subject
     to the  provisions  of  Section  422 or 424 of the  Code  or any  successor
     provision.

          (b) Accounting for Awards. For purposes of this Section 4, if an Award
     entitles the holder  thereof to receive or purchase  Shares,  the number of
     Shares  covered  by such  Award or to which  such  Award  relates  shall be
     counted on the date of grant of such Award against the aggregate  number of
     Shares available for granting Awards under the Plan.

          (c) Adjustments.  In the event that the Committee shall determine that
     any dividend or other  distribution  (whether in the form of cash,  Shares,
     other securities or other property), recapitalization, share split, reverse
     share split, reorganization, amalgamation, split-up, spin-off, combination,
     repurchase  or  exchange  of Shares  or other  securities  of the  Company,
     issuance of warrants or other rights to purchase Shares or other securities
     of the Company or other similar corporate  transaction or event affects the
     Shares  such  that an  adjustment  is  determined  by the  Committee  to be
     appropriate in order to prevent  dilution or enlargement of the benefits or
     potential  benefits  intended to be made available under the Plan, then the
     Committee shall, in such manner as it may deem equitable, adjust any or all
     of (i) the  number  and  type of  Shares  (or  other  securities  or  other
     property)  that  thereafter  may be made the  subject of  Awards,  (ii) the
     number and type of Shares (or other  securities or other property)  subject
     to outstanding Awards and (iii) the purchase or exercise price with respect
     to any Award;  provided,  however, that the number of Shares covered by any
     Award or to which such Award relates shall always be a whole number.

Section 5.  Eligibility

     Any Eligible  Person shall be eligible to be designated a  Participant.  In
determining  which Eligible  Persons shall receive an Award and the terms of any
Award, the Committee shall periodically review the recommendations of management
of the Company and may take into account the nature of the services  rendered by
the respective  Eligible Persons,  their present and potential  contributions to
the  success  of the  Company or such other  factors  as the  Committee,  in its
discretion, shall deem relevant.  Notwithstanding the foregoing, Incentive Stock
Options  may only be granted to full time  employees  (which term as used herein
includes,  without  limitation,  officers and Directors who are also employees),
and an  Incentive  Stock  Option  shall  not be  granted  to an  employee  of an
Affiliate  unless  such  Affiliate  is also a  "subsidiary  corporation"  of the
Company  within  the  meaning  of  Section  424(f) of the Code or any  successor
provision.

Section 6.  Awards

          (a) Options.  The  Committee is hereby  authorized to grant Options to
     Participants   with  the  following  terms  and  conditions  and  with  any
     additional terms and conditions not inconsistent with the provisions of the
     Plan:


                                      -4-
<PAGE>

               (i)  Exercise  Price.  The purchase  price per Share  purchasable
          under an Option  shall be the Fair Market Value of a Share on the date
          of grant of such Option.

               (ii)  Vesting.  Options  shall  vest over  periods of up to seven
          years in equal amounts on each  anniversary of the date of grant,  and
          the  portion  that  vests on a  particular  date may be  considered  a
          separate option.

               (iii) Exercise Period. The vested portion of each Option shall be
          exercisable only during the 365-day period commencing on and including
          the vesting date (the "Exercise Period"). Under no circumstances shall
          an Option be  exercisable  after the tenth  anniversary of the date on
          which it was granted.

               (iv) Time and Method of Exercise.  Subject to the foregoing,  the
          Option  may be  exercised  in  whole or in part  from  time to time by
          serving  written  notice of exercise  on the Company at its  principal
          office within the Exercise  Period.  The notice shall state the number
          of  Shares  as to which the  Option  is being  exercised  and shall be
          accompanied by payment of the purchase price.  The Participant may pay
          the option  price in cash,  by check (bank check,  certified  check or
          personal  check),  by money order, or (i) by delivering to the Company
          for  cancellation,  by way of a  purchase  of its  own  Shares  by the
          Company made in compliance  with Section 42A of the Companies Act 1981
          of Bermuda,  or by  transferring  to a nominee of the Company,  vested
          Shares of the Company that the  Participant  has held for at least six
          (6) months as of the date of exercise,  with a Fair Market Value as of
          the date of exercise equal to the option price or the portion  thereof
          being paid by tendering such Shares; (ii) by delivering to the Company
          the full option price in the  Participant's  full  recourse  liability
          promissory note, in such form as the Company shall require, secured by
          the Shares received  thereunder with a term not to exceed three years,
          which promissory note shall provide for interest on the unpaid balance
          thereof  equal to the  greatest of (A) 10%,  (B) the  applicable  U.S.
          federal  short-term  rate  under  Section  1274(d)  of the Code or any
          counterpart  to such rate as may be  prescribed  under the tax laws of
          the Participant's country of residence or employment,  as appropriate,
          as of the date of exercise, or (C) a market rate, as determined by the
          Company  as of  the  date  of  exercise;  or  (iii)  by  delivering  a
          combination of cash, the  Participant's  promissory note and Shares of
          the Company  with an  aggregate  Fair  Market  Value as of the date of
          exercise  and a principal  amount  equal to the option  price.  If the
          Participant pays all or part of the option price by the  Participant's
          promissory  note,  any  aggregate  unpaid  balance due under said note
          shall  accelerate  and  become   immediately   payable  in  full  upon
          termination of employment for any reason whatsoever.

               (v) Incentive Stock Options. Notwithstanding anything in the Plan
          to the contrary,  the following  additional  provisions shall apply to
          the grant of Options which are intended to qualify as Incentive  Stock
          Options:

                    (A) The aggregate  Fair Market Value  (determined  as of the
               time the Option is granted)  of the Shares with  respect to which
               Incentive Stock Options are exercisable for the first time by any
               Participant  during any  calendar  year  (under this Plan and all
               other plans of the Company and its  Affiliates)  shall not exceed
               $100,000.


                                      -5-
<PAGE>

                    (B) Unless  sooner  exercised,  in the case of a grant of an
               Incentive  Stock  Option to a  participant  who, at the time such
               Option is granted, owns (within the meaning of Section 422 of the
               Code)  shares  possessing  more  than 10% of the  total  combined
               voting  power of all  classes of shares of the  Company or of its
               Affiliates,  such  Incentive  Stock  Option  shall  expire and no
               longer be  exercisable  no later than five years from the date of
               grant.

                    (C) The  purchase  price per Share  for an  Incentive  Stock
               Option  shall be not less than 100% of the Fair Market Value of a
               Share  on the  date  of  grant  of the  Incentive  Stock  Option;
               provided, however, that, in the case of the grant of an Incentive
               Stock  Option to a  participant  who,  at the time such Option is
               granted,  owns  (within  the  meaning of Section 422 of the Code)
               shares  possessing  more  than 10% of the total  combined  voting
               power  of  all  classes  of  shares  of  the  Company  or of  its
               Affiliate,  the  purchase  price per Share  purchasable  under an
               Incentive  Stock  Option  shall be not less than 110% of the Fair
               Market  Value of a Share  on the  date of grant of the  Inventive
               Share Option.

                    (D) Any  Incentive  Stock Option  authorized  under the Plan
               shall  contain  all  provisions  required in order to qualify the
               Option as an Incentive Stock Option.

               (vi) Option  Agreement.  The Company  and the  Participant  shall
          execute an Option Agreement with respect to each grant of an Incentive
          Stock Option in substantially the form attached hereto as Exhibit B or
          a similar  form with  respect to each grant of a  Non-Qualified  Share
          Option,  with such  differences  as shall be  necessary to reflect the
          fact that such Option is not intended to constitute an Incentive Stock
          Option and/or such  differences as the Company may consider  necessary
          or  appropriate  under  the  laws  of  the  Participant's  country  of
          residence or  employment  (or, in either case,  such other form as the
          Company shall determine).

          (b)  Restricted  Shares.  The Committee is hereby  authorized to grant
     Participants  the right to purchase  Restricted  Shares with the  following
     terms and  conditions  and with any  additional  terms and  conditions  not
     inconsistent with the provisions of the Plan:

               (i) Price. The purchase price per Share purchasable pursuant to a
          Restricted  Share Award  shall be the Fair Market  Value of a Share on
          the date of grant,  less up to 20%, as  determined by the Committee in
          its discretion on the date of such grant.

               (ii) Vesting.  Restricted Shares shall vest in equal amounts each
          calendar quarter for a period of 28 quarters (seven years), commencing
          with the quarter  ending  after the date of grant;  provided,  however
          that Restricted Shares purchased by any resident of the United Kingdom
          shall  vest  immediately,  subject  to call in whole or in part by the
          Company under the related Purchase Agreement  described in clause (iv)
          below in the event of termination of Participant's  employment  during
          that period.


                                      -6-
<PAGE>

               (iii) Payment. The aggregate purchase price for Restricted Shares
          shall  be  paid  either  in  cash,  by  secured  promissory  note or a
          combination  thereof.  If all or a portion of such  purchase  price is
          paid by a promissory note, the Participant  shall deliver a Promissory
          Note and a Pledge and Assignment Agreement  substantially in the forms
          attached  hereto as Exhibit C, subject to inclusion of such additional
          or  different  provisions  as the Company may  consider  necessary  or
          appropriate under the laws of the  Participant's  country of residence
          or employment, (or such other form as the Company shall determine).

               (iv) Purchase  Agreement.  The Company and the Participant  shall
          execute a Purchase  Agreement with respect to each grant of Restricted
          Shares substantially in the form attached hereto as Exhibit D, subject
          to inclusion of such additional or different provisions as the Company
          may  consider   necessary  or  appropriate   under  the  laws  of  the
          Participant's country of residence or employment,  (or such other form
          as the Company shall determine).

               (v) No Share Certificates. Any unvested Restricted Shares granted
          under  the Plan  shall not be  represented  by  certificates,  and the
          Participant's  ownership of the Shares shall be evidenced  only in the
          register of shareholders of the Company.

               (vi)  Forfeiture.  Upon  termination  of  employment  during  the
          applicable  restriction  period,  all then unvested  Restricted Shares
          shall be forfeited and  reacquired  by the Company in accordance  with
          the terms and conditions of the Purchase Agreement.

          (c) General

               (i) Awards May Be Granted Separately or Together.  Awards may, in
          the  discretion  of the  Committee,  be  granted  either  alone  or in
          addition to, in tandem with or in substitution  for any other Award or
          any award granted under any plan of the Company or any Affiliate other
          than the Plan.  Awards  granted in addition to or in tandem with other
          Awards or in addition to or in tandem  with awards  granted  under any
          such other plan of the Company or any Affiliate may be granted  either
          at the same  time as or at a  different  time  from the  grant of such
          other Awards or awards.

               (ii) Limits on  Transfer of Awards.  No Option and no right under
          any such Option shall be transferable by a Participant  otherwise than
          by will or by the laws of descent  and  distribution  and the  Company
          shall not be required to recognize  any  attempted  assignment of such
          rights by any Participant. Each Option or right under any Option shall
          be  exercisable   during  the  Participant's   lifetime  only  by  the
          Participant   or,  if  permissible   under   applicable  law,  by  the
          Participant's  guardian  or legal  representative.  No Option or right
          under any such Option may be pledged, alienated, attached or otherwise
          encumbered,  and  any  purported  pledge,  alienation,  attachment  or
          encumbrance  thereof  shall  be void  and  unenforceable  against  the
          Company or any Affiliate.

               (iii) Restrictions;  Securities  Exchange Listing.  All Shares or
          other securities delivered under the Plan pursuant to any Award or the
          exercise  thereof  shall  be  subject  to  such  restrictions  as  the
          Committee may deem  advisable  under the Plan,  applicable  securities


                                      -7-
<PAGE>

          laws  and   regulatory   requirements,   and  the  Company  may  cause
          appropriate  entries to be made to reflect such  restrictions.  If any
          securities  of the Company are traded on a  securities  exchange,  the
          Company  shall  not  be  required  to  deliver  any  Shares  or  other
          securities  covered by an Award  unless and until such Shares or other
          securities have been admitted for trading on such securities exchange.

Section 7.  Amendment and Termination; Adjustments

          (a)  Amendments  to the Plan.  The Board may  amend,  alter,  suspend,
     discontinue  or terminate the Plan at any time;  provided,  however,  that,
     notwithstanding  any other  provision  of the Plan or any Award  Agreement,
     without the approval of the shareholders of the Company, no such amendment,
     alteration, suspension,  discontinuation or termination shall be made that,
     absent such approval:

               (i) would  violate  the rules or  regulations  of the NYSE or any
          other securities exchanges that are applicable to the Company; or

               (ii) would  cause the  Company to be unable,  under the Code,  to
          grant Incentive Stock Options under the Plan.

          (b)  Amendments  to Awards.  The  Committee  may waive or approve  the
     waiver of any conditions of or rights of the Company under any  outstanding
     Award, prospectively or retroactively.  Except as otherwise provided herein
     or in the Award  Agreement,  the  Company  may not amend,  alter,  suspend,
     discontinue  or  terminate  any   outstanding   Award,   prospectively   or
     retroactively,  if such  action  would  adversely  affect the rights of the
     holder of such Award,  without the consent of the  Participant or holder or
     beneficiary thereof.

          (c)  Correction  of  Defects,   Omissions  and  Inconsistencies.   The
     Committee  may correct any defect,  supply any  omission or  reconcile  any
     inconsistency  in the Plan or any Award in the  manner and to the extent it
     shall deem desirable to carry the Plan into effect.

Section 8.  Income Tax Withholding

     In order to comply with all applicable income tax laws or regulations,  the
Company  may  take  such  action  as it deems  appropriate  to  ensure  that all
applicable payroll,  withholding,  income or other taxes, which are the sole and
absolute  responsibility  of a Participant,  are withheld or collected from such
Participant.  In order to assist a Participant in paying all or a portion of the
taxes to be withheld or collected  upon  exercise or receipt of (or the lapse of
restrictions  relating to) an Award, the Company,  in its discretion and subject
to such  additional  terms  and  conditions  as it may  adopt,  may  permit  the
Participant  to satisfy such tax  obligation by (i) electing to have the Company
withhold a portion of the Shares  otherwise  to be  delivered  upon  exercise or
receipt  of (or the lapse of  restrictions  relating  to) such Award with a Fair
Market  Value at that time equal to the amount of such taxes or (ii)  delivering
to the  Company,  by way of a purchase of its own Shares by the Company  made in
compliance  with  Section  42A of the  Companies  Act  1981  of  Bermuda,  or by
transferring  to a nominee of the Company,  Shares,  other than Shares  issuable


                                      -8-
<PAGE>

upon  exercise  or receipt of (or the lapse of  restrictions  relating  to) such
Award,  with a Fair Market Value at that time equal to the amount of such taxes.
The election,  if any, must be made on or before the date that the amount of tax
to be withheld is determined.

Section 9.  General Provisions

          (a) No Rights to Awards.  No  Eligible  Person,  Participant  or other
     Person  shall have any claim to be granted  any Award  under the Plan,  and
     there is no obligation  for  uniformity  of treatment of Eligible  Persons,
     Participants  or holders or  beneficiaries  of Awards  under the Plan.  The
     terms and  conditions  of Awards  need not be the same with  respect to any
     Participant or with respect to different Participants.

          (b) Award  Agreements.  No Participant will have rights under an Award
     granted to such Participant  unless and until an Award Agreement shall have
     been duly  executed  on behalf of the  Company  and,  if  requested  by the
     Company, signed by the Participant.

          (c) Plan  Provisions  Control.  In the event that any  provision of an
     Award  Agreement  conflicts with or is inconsistent in any respect with the
     terms of the Plan as set forth herein or subsequently amended, the terms of
     the Plan shall control.

          (d) No Limit on Other Compensation Arrangements.  Nothing contained in
     the Plan shall  prevent  the  Company or any  Affiliate  from  adopting  or
     continuing in effect other or  additional  compensation  arrangements,  and
     such arrangements may be either generally  applicable or applicable only in
     specific cases.

          (e) No Right  to  Employment.  The  grant  of an  Award  shall  not be
     construed as giving a Participant the right to be retained in the employ of
     the  Company or any  Affiliate,  nor will it affect in any way the right of
     the Company or an Affiliate to terminate such  employment at any time, with
     or without cause. In addition,  the Company or an Affiliate may at any time
     dismiss a Participant  from employment free from any liability or any claim
     under the Plan or any Award,  unless  otherwise  expressly  provided in the
     Plan or in any Award Agreement.

          (f) Governing Law. The validity,  construction  and effect of the Plan
     or any Award,  and any rules and  regulations  relating  to the Plan or any
     Award,  shall be determined in accordance  with the laws of Bermuda without
     regard to conflict of laws principles.

          (g)  Severability.  If any  provision  of the Plan or any  Award is or
     becomes  or is  deemed  to be  invalid,  illegal  or  unenforceable  in any
     jurisdiction or would disqualify the Plan or any Award under any law deemed
     applicable by the Committee,  such  provision  shall be construed or deemed
     amended to conform to  applicable  laws, or if it cannot be so construed or
     deemed amended without,  in the determination of the Committee,  materially
     altering  the  purpose or intent of the Plan or the Award,  such  provision
     shall be stricken as to such  jurisdiction  or Award,  and the remainder of
     the Plan or any such Award shall remain in full force and effect.


                                      -9-
<PAGE>

          (h) No Trust or Fund  Created.  Neither  the Plan nor any Award  shall
     create or be construed to create a trust or separate  fund of any kind or a
     fiduciary   relationship  between  the  Company  or  any  Affiliate  and  a
     Participant or any other Person.  To the extent that any Person  acquires a
     right to receive payments from the Company or any Affiliate  pursuant to an
     Award,  such  right  shall be no  greater  than the right of any  unsecured
     general creditor of the Company or any Affiliate.

          (i) No  Fractional  Shares.  No  fractional  Shares shall be issued or
     delivered  pursuant  to the  Plan or any  Award,  and the  Committee  shall
     determine  whether cash shall be paid in lieu of any  fractional  Shares or
     whether such  fractional  Shares or any rights  thereto  shall be canceled,
     terminated or otherwise eliminated.

          (j) Headings.  Headings are given to the Sections and  subsections  of
     the Plan solely as a  convenience  to facilitate  reference.  Such headings
     shall not be deemed in any way material or relevant to the  construction or
     interpretation of the Plan or any provision thereof.

Section 10.  Effective Date of the Plan

     The Plan shall be  effective  as of July 24, 2001 (the  "Effective  Date"),
provided  that no Option shall be  exercisable  prior to approval of the Plan by
the shareholders of the Company.

Section 11.  Term of the Plan

     No Award  shall be  granted  under  the Plan  after  three  years  from the
Effective Date or any earlier date of discontinuation or termination established
pursuant to Section 7(a) of the Plan; provided,  however,  that unless otherwise
expressly  provided in the Plan or in an applicable Award  Agreement,  any Award
theretofore granted may extend beyond such date.


                                      -10-
<PAGE>


                                    EXHIBIT A


            Year                Restricted Shares              Options
            ----                -----------------              -------

            2001                33%                               67%

            2002                20%                               80%

            2003                10%                               90%



                                       A-1
<PAGE>


                                    EXHIBIT B

                    FORM OF INCENTIVE STOCK OPTION AGREEMENT

                            W.P. STEWART & CO., LTD.
                        INCENTIVE STOCK OPTION AGREEMENT


     This Incentive Stock Option Agreement (the  "Agreement") is made this _____
day of ___________,  _____,  by and between W.P.  Stewart & Co., Ltd., a Bermuda
company (the  "Company") and  _____________________,  an individual  resident of
_______________, ______________ ("Employee").

     WITNESSETH, THAT:

     WHEREAS, the Company has adopted the W.P. Stewart & Co., Ltd. 2001 Employee
Equity  Incentive  Plan (the "Plan")  which is attached  hereto as Exhibit A and
which  permits  issuance  of share  options  for the  purchase  of shares of the
Company,  and the Company has taken all necessary actions to grant the following
option pursuant and subject to the terms of the Plan.

     NOW THEREFORE,  in accordance with the terms and conditions of the Plan and
the mutual covenants herein contained, the parties hereto agree as follows:

     All  capitalized  terms used but not defined herein shall have the meanings
ascribed to them in the Plan.

     1.  Grant of  Option.  As more fully  described  in  Section 2 hereof,  the
Company  hereby  grants  Employee  the  right  and  options  (collectively,  the
"Option") to purchase  all or any part of an  aggregate  of  ___________________
(_____) shares of the Company,  par value US$0.001 per share ("Shares"),  at the
Option price of  US$______  per share on the terms and  conditions  set forth in
this  Agreement  and in the Plan.  It is  understood  and agreed that the Option
price is the per  share  Fair  Market  Value of such  Shares on the date of this
Agreement.  The Option is intended to be an Incentive  Stock Option  governed by
the  provisions  of Section 422 of the U.S.  Internal  Revenue Code of 1986,  as
amended (the "Code").  The terms of the Plan and the Option shall be interpreted
and  administered  so as to satisfy the  requirements of the Code. The Option is
issued pursuant to the Plan and is subject to its terms.

     The Option shall  terminate at the close of business [seven (7)] years from
the date hereof or such shorter period as is prescribed herein.


                                       B-1
<PAGE>


     2. Vesting of Option Rights.

          (a) Except as otherwise  provided in Section 3 of this Agreement,  the
     Option may be  exercised  by  Employee  in  accordance  with the  following
     schedule:

        On or after each of                     The option to purchase
        the following dates                    the following number of
     (each, a "Vesting Date")                 Shares shall be exercisable
     --------------------------------------------------------------------

     [List up to 7 anniversaries
        of the date of grant.]






     Notwithstanding  the  foregoing,  (i)  the  Option  shall  in no  event  be
     exercisable  prior to the approval of the Plan at a general  meeting of the
     Company and (ii) the Option may be  exercised  as to 100% of the Shares for
     which the Option  was  granted  on the date of a "change  of  control",  as
     hereinafter defined. A "change of control" shall mean any of the following:
     (i) the consummation of an amalgamation of the Company with or into another
     entity  or any  other  corporate  reorganization,  if more  than 50% of the
     combined  voting power of the continuing or surviving  entity's  securities
     outstanding  immediately after such amalgamation or other reorganization is
     owned by persons who were not shareholders of the Company immediately prior
     to such amalgamation or other  reorganization;  (ii) a public  announcement
     that any person has  acquired  beneficial  ownership  of 51% or more of the
     then  outstanding  shares of the Company and, for this  purpose,  the terms
     "person" and  "beneficial  ownership"  shall have the meanings  provided in
     Section 13(d) of the U.S.  Securities Exchange Act of 1934 or related rules
     promulgated  by the U.S.  Securities  and  Exchange  Commission;  (iii) the
     commencement of or public  announcement of an intention to make a tender or
     exchange  offer  for 51% or  more of the  then  outstanding  shares  of the
     Company;  (iv) a sale  of all or  substantially  all of the  assets  of the
     Company;  or (v) the Board of  Directors  of the  Company,  in its sole and
     absolute discretion,  determines that there has been a sufficient change in
     the share ownership of the Company to constitute a change in control of the
     Company.


                                       B-2
<PAGE>

          (b) Employee may exercise the Option,  with respect to those Shares as
     to  which  the  Option  shall  have  vested  (as  defined  in the  Plan) in
     accordance with the vesting  schedule set forth above, at any time within a
     period of 365 days commencing on and including the respective  Vesting Date
     for such Shares (the "Exercise Period"). The Option shall expire, as of the
     close  of  business  on the  last  day  of an  Exercise  Period,  as to any
     unexercised  portion of the Option  that shall have  vested on the  Vesting
     Date included in such Exercise Period, but not as to any Shares as to which
     the Option may vest after such Exercise Period.

          (c) Employee  understands  that to the extent that the aggregate  Fair
     Market Value  (determined at the time the Option was granted) of the Shares
     with respect to which all options that are Incentive  Stock Options  within
     the meaning of Section 422 of the Code are  exercisable  for the first time
     by Employee  during any calendar year exceed  $100,000,  in accordance with
     Section  422(d) of the Code,  such options shall be treated as options that
     do not qualify as Incentive Stock Options.

     3. Exercise of Option after Death or Termination of Employment.  The Option
shall terminate and may no longer be exercised if Employee ceases to be employed
by the Company or its Affiliates, except that:

          (a) If  Employee's  employment  shall be  terminated  for any  reason,
     voluntary  or  involuntary,  other than for "Cause"  (as defined  below) or
     Employee's death or disability (as set forth in Section 3(c)), Employee may
     at any time  within a period of [ninety  (90)] days after such  termination
     exercise the Option to the extent the Option was exercisable by Employee on
     the date of the termination of Employee's employment.  Employee understands
     that if the Option or any  portion of the  Option is  exercised  later than
     ninety (90) days from the date of termination of employment,  the Option or
     such portion of  the Option  may not qualify for  treatment as an Incentive
     Stock Option within the meaning of Section 422 of the Code.

          (b) If Employee's employment is terminated for Cause, the Option shall
     be terminated as of the date of the act giving rise to such termination. As
     used herein,  "Cause" shall mean (i) Employee's  willful  failure to comply
     with any lawful  directive  of the Board of Directors of the Company or any
     of its  Affiliates,  (ii)  dishonesty,  gross  negligence or malfeasance by
     Employee in the performance of Employee's  duties,  (iii) conviction of any
     felony,  (iv) conviction of any crime relating to the trading of securities
     or  commodities,   the  provision  of  investment  advisory  services,  the
     financial  services  industry or Employee's  services to the Company or its
     Affiliates,  (v) the  occurrence of any event  specified in paragraphs  (3)
     through (6) of Item 401(f) of SEC Regulation S-K ("bad conduct" rule) as in
     effect with respect to Employee (the "Rule"), or (vi) the entry by Employee
     into any agreement or undertaking with any governmental  agency which shall
     have  substantially  the  same  effect  as an  order,  judgment  or  decree
     described in subparagraph (3) of the Rule.


                                       B-3
<PAGE>

          (c) If  Employee  shall  die while  the  Option  is still  exercisable
     according to its terms, or if employment is terminated because Employee has
     become disabled (within the meaning of Code Section  22(e)(3)) while in the
     employ of the Company or its  Affiliates  and Employee shall not have fully
     exercised  the Option,  such Option may be  exercised at any time within 12
     months after  Employee's  death or date of  termination  of employment  for
     disability by Employee,  personal  representatives  or  administrators,  or
     guardians of Employee,  as applicable,  or by any person or persons to whom
     the Option is  transferred  by will or the  applicable  laws of descent and
     distribution,  to the  extent of the full  number of  shares  Employee  was
     entitled to purchase under the Option on the date of death,  termination of
     employment, if earlier, or date of termination for such disability.

          (d)  Notwithstanding the above, in no case may the Option be exercised
     to any extent by anyone after the termination date of the Option.

     4. Method of Exercise of Option.

          (a) Subject to the foregoing,  the vested portion of the Option may be
     exercised in whole or in part from time to time by serving  written  notice
     of exercise  on the Company at its  principal  office  within the  Exercise
     Period for such vested portion. The date on which the Company receives such
     notice  shall be  considered  the date of  exercise  for  purposes  of this
     Agreement.  The  notice  shall  state the  number of Shares as to which the
     Option  is being  exercised  and shall be  accompanied  by  payment  of the
     purchase price.

          (b) Employee  may pay the option price in cash,  by check (bank check,
     certified check or personal check), by money order, or (i) by delivering to
     the Company for  cancellation,  by way of purchase of its own shares by the
     Company  in  compliance  with  Section  42A of the  Companies  Act  1981 of
     Bermuda,  or by transferring to a nominee of the Company,  vested Shares of
     the Company  that  Employee  has held for at least six (6) months as of the
     date of exercise, with a fair market value as of the date of exercise equal
     to the option price or the portion  thereof  being paid by  tendering  such
     Shares;  (ii) by  delivering  to the  Company  the  full  option  price  in
     Employee's  full recourse  liability  promissory  note (in such form as the
     Company may require) secured by the Shares received  thereunder with a term
     not to exceed three years, which promissory note shall provide for interest
     on the unpaid  balance  thereof  equal to the  greatest of (A) 10%, (B) the
     applicable U.S.  federal  short-term rate under Section 1274(d) of the Code
     as of the date of exercise,  or (C) a market  rate,  as  determined  by the
     Company as of the date of exercise; or (iii) by delivering a combination of
     cash,  Employee's  promissory  note  and  Shares  of the  Company  with  an
     aggregate  Fair  Market  Value as of the date of  exercise  and a principal
     amount  equal to the  option  price.  If  Employee  pays all or part of the
     option price by Employee's  promissory  note, any aggregate  unpaid balance
     due under said note shall accelerate and become immediately payable in full
     upon termination of Employee's employment for any reason whatsoever.

     5. Miscellaneous.


                                       B-4
<PAGE>

          (a)  Neither the Plan nor this  Agreement  shall (i) be deemed to give
     any  individual  a right to remain an employee of the Company or any of its
     Affiliates,  (ii)  restrict  the  right of the  Company  to  discharge  any
     employee,  with or  without  cause,  or (iii)  be  deemed  to be a  written
     contract  of  employment.  Employee  shall  have  none of the  rights  of a
     shareholder  with respect to Shares subject to the Option until such Shares
     shall have been issued to Employee upon exercise of the Option and Employee
     has been  registered in the register of  shareholders of the Company as the
     holder of the relevant Shares.

          (b) The  exercise  of all or any  parts of the  Option  shall  only be
     effective  at such time that the sale of Shares of the Company  pursuant to
     such  exercise  will not violate any state or federal  securities  or other
     laws.

          (c) The Option may not be  transferred,  except by will or the laws of
     descent and  distribution  to the extent  provided in subsection  3(c), and
     during Employee's lifetime the Option is exercisable only by Employee.

          (d) If there  shall be any change in the Shares  subject to the Option
     through an  amalgamation,  reorganization,  recapitalization,  dividend  or
     other distribution,  share split or other similar corporate  transaction or
     event of the Company,  appropriate adjustments shall be made by the Company
     in the number of Shares  and the price per share of the  Shares  subject to
     the Option in order to prevent dilution or enlargement of the Option rights
     granted hereunder;  provided, however, that the number of Shares subject to
     the Option shall always be a whole number.

          (e) The  Company  shall at all  times  during  the term of the  Option
     reserve and keep  available  such number of Shares as will be sufficient to
     satisfy the requirements of this agreement.

          (f) If  Employee  shall  dispose  of any of the Shares  acquired  upon
     exercise  of the  Option  within two (2) years from the date the Option was
     granted or within one (1) year after the date of  exercise  of the  Option,
     then,  in order to provide the Company  with the  opportunity  to claim the
     benefit of any income tax deduction,  Employee  shall  promptly  notify the
     Company of the dates of acquisition  and  disposition  of such Shares,  the
     number of Shares so disposed of, and the  consideration,  if any,  received
     for such Shares.  In order to comply with all  applicable  U.S.  income tax
     laws  or  regulations,  the  Company  may  take  such  action  as it  deems
     appropriate  to assure (i) notice to the Company of any  disposition of the
     Shares of the Company  within the time periods  described  above,  and (ii)
     that, if necessary,  all applicable U.S.  payroll,  withholding,  income or
     other taxes are withheld or collected from Employee.

          (g) The  Company,  in its  sole and  absolute  discretion,  may  allow
     Employee to satisfy  Employee's  income tax  withholding  obligations  upon
     exercise of the Option by (i) having the Company  withhold a portion of the
     Shares  otherwise to be delivered upon exercise of the Option having a Fair
     Market Value at that time of withholding equal to the


                                       B-5
<PAGE>

     amount of income  tax  required  to be  withheld  upon  such  exercise,  in
     accordance  with such rules as the Company may from time to time establish,
     or (ii) delivering to the Company,  by way of purchase of its own shares by
     the Company in  compliance  with Section 42A of the  Companies  Act 1981 of
     Bermuda,  or by  transferring  to a nominee of the  Company,  shares of the
     Company, other than the Shares issuable upon exercise of the Option, with a
     Fair  Market  Value  at that  time of  transfer  equal  to such  taxes,  in
     accordance with such rules.

                       [Signature page follows this page]



                                       B-6
<PAGE>


     IN WITNESS  WHEREOF,  the Company and Employee have executed this agreement
on the date set forth in the first paragraph.

                                            W.P. STEWART & CO., LTD.


                                            By:_____________________________

                                            Its:____________________________



                                            EMPLOYEE:


                                            ________________________________



                                       B-7
<PAGE>


                                   Exhibit A to Incentive Stock Option Agreement


                                      Plan





                                       B-8
<PAGE>


                                    EXHIBIT C

                            FORMS OF PROMISSORY NOTE

                                       AND

                         PLEDGE AND ASSIGNMENT AGREEMENT

                             SECURED PROMISSORY NOTE


US$_______                                                Dated: _______________


     FOR   VALUE   RECEIVED,    ____________    an   individual    residing   at
___________________________  ("__________"),  hereby  promises  to pay  to  W.P.
Stewart Asset  Management,  Ltd., a company  organized under the laws of Bermuda
("Lender"),  or its assigns, in lawful money of the United States of America, in
good   and   immediately    available    funds,    the   principal   amount   of
____________________________________________   (US$_______),   payable   in   28
quarterly  installments (each, a "Principal  Payment") on the 20th day following
the end of each calendar quarter,  commencing on ____________  (each, a "Payment
Date") until paid in full. The  undersigned  further agrees to pay interest,  in
like funds, from the date hereof on the unpaid principal amount hereof from time
to time outstanding at an annual rate equal to [ten percent (10%)] calculated on
the basis of a 360 day year based on the actual number of days elapsed. Interest
shall  accrue  commencing  on the date  hereof,  and accrued  interest  shall be
payable  quarterly (each, an "Interest  Payment") on the twentieth day following
the end of each calendar quarter commencing on ______________.

     Any and all interest or principal  outstanding  hereunder may be prepaid at
any time without  penalty;  provided,  however,  any prepaid  principal shall be
applied  to  reduce  pro  rata the  outstanding  principal  over  the  remaining
quarterly  payment  periods.  All payments and prepayments on this Note shall be
made to Lender at Trinity Hall, 43 Cedar Avenue,  P.O. Box HM 2905,  Hamilton HM
LX, Bermuda or such other address provided by Lender to Borrower in writing. The
holder of this Note is  authorized to record the date and amount of each payment
or prepayment of principal hereof on the schedule annexed hereto and made a part
hereof,  and any such  recordation  shall constitute prima facie evidence of the
information so recorded; provided, that neither the failure of the holder hereof
to make any such  recordation nor the existence of any error in such recordation
shall affect the obligations of Borrower hereunder.

     Notwithstanding  anything to the contrary  contained herein, any amounts of
principal or interest which remain  outstanding under this Note on _____________
shall be  immediately  due and payable on that date.  If any payment  under this
Note is due on a day other than a Business  Day,  such payment  shall be made on
the last  Business Day preceding  such day. A "Business  Day" shall mean any day
other  than a  Saturday,  Sunday  or other  day on which  commercial  banks  are
required to be closed in New York City.


                                       C-1
<PAGE>

     If any payment of principal or interest due  hereunder is not paid,  Lender
shall provide written notice thereof to Borrower  specifying the amount overdue.
If such amount has not been paid within seven (7) days after the receipt of such
notice,  there shall be an event of default,  and all amounts  outstanding under
this Note may be declared to be, and thereupon shall become, immediately due and
payable.

     If Borrower shall cease to be an employee of Lender and its affiliates, all
amounts  outstanding  under  this Note may be  declared  to be,  and,  upon such
cessation  and  demand  therefor,  shall  become,  immediately  due and  payable
("Acceleration"),  subject  to the  provisions  of  Section  6 of  that  certain
Purchase Agreement, dated as of _______________, among W.P. Stewart & Co., Ltd.,
Lender and Borrower (the "Purchase Agreement").

     Borrower is obligated to pay the principal  described herein and any stated
interest  thereon only to the holder of this Note at the address set forth above
or as otherwise  specified  in writing,  and only the person whose name has been
notified to Borrower  shall be entitled to payment of principal  and interest on
the  obligation  evidence  hereby.  This Note may be assigned or  transferred by
Lender to any affiliate without the consent of Borrower.

     This Note is secured by and enjoys the benefit of that  certain  Pledge and
Assignment  Agreement,  dated as of ______________,  between Lender and Borrower
(the  "Pledge").  In case an Event of Default (as  defined in the Pledge)  shall
occur and be  continuing,  the principal of, and accrued  interest on, this Note
may be declared to be, and thereupon shall become, immediately due and payable.

     Borrower hereby expressly waives presentment,  demand, protest or notice of
any kind.

     This  Note  shall  inure  to the  benefit  of,  and be  binding  upon,  the
successors and permitted assigns of Borrower.

     THIS NOTE SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE  WITH, THE LAWS
OF BERMUDA WITHOUT REGARD TO THE CONFLICTS OF LAWS PROVISIONS THEREOF.


                                                _______________________________
                                                Name:__________________________

                                                Address:_______________________
                                                _______________________________
                                                _______________________________


                                       C-2
<PAGE>


                                                                Schedule to Note


                              PAYMENTS OF PRINCIPAL


--------------------------------------------------------------------------------
      Date             Amount of                               Unpaid Notation
                   Principal Repaid      Principal Balance          Made By
--------------------------------------------------------------------------------

--------------------------------------------------------------------------------

--------------------------------------------------------------------------------

--------------------------------------------------------------------------------

--------------------------------------------------------------------------------

--------------------------------------------------------------------------------

--------------------------------------------------------------------------------

--------------------------------------------------------------------------------

--------------------------------------------------------------------------------

--------------------------------------------------------------------------------

--------------------------------------------------------------------------------

--------------------------------------------------------------------------------

--------------------------------------------------------------------------------

--------------------------------------------------------------------------------

--------------------------------------------------------------------------------



                                       C-3
<PAGE>


                         PLEDGE AND ASSIGNMENT AGREEMENT


     This  PLEDGE  AND  ASSIGNMENT  AGREEMENT  (the  "Agreement"),  dated  as of
_____________,  is  between  W.P.  Stewart  Asset  Management,  Ltd.,  a company
organized under the laws of Bermuda ("Lender") and ______________, an individual
residing at _____________________________("Borrower").


                                    RECITALS

     Lender is a wholly-owned  subsidiary of W.P. Stewart & Co., Ltd., a company
organized under the laws of Bermuda (the "Issuer").  The Issuer is the issuer of
shares of the Company, par value US$0.001 per share (the "Shares").  On the date
hereof,  Borrower  has  subscribed  for and is  purchasing  _______  Shares (the
"Purchase  Shares") from the Issuer pursuant to a certain Purchase  Agreement of
even date  herewith  among  Lender,  the  Issuer  and  Borrower  (the  "Purchase
Agreement")  and under the terms of the W.P.  Stewart & Co.,  Ltd. 2001 Employee
Equity Incentive Plan (the "Plan").

     Lender has agreed to lend to  Borrower a portion of the  purchase  price of
the Purchase  Shares (the "Loan"),  which Loan shall be represented by a secured
promissory note made by Borrower in favor of Lender,  in substantially  the form
attached  hereto as Exhibit A (the  "Note").  Borrower  is  delivering  the Note
simultaneously herewith.

     As a condition to making the Loan represented by the Note,  Lender requires
that Borrower grant to Lender a first priority  perfected  security  interest in
the Purchase  Shares and a first  priority  perfected  security  interest in and
assignment  to Lender  of any and all  Distributions  (as such  term is  defined
herein)  received  pursuant to the ownership of the Purchase  Shares.  To induce
Lender to make such Loan, Borrower desires to grant the same to the Lender.

     In  consideration  of the mutual  promises  herein set forth,  the  parties
hereto agree as follows:

     1.  Definitions.  Capitalized terms which are not otherwise defined in this
Agreement shall have the definitions ascribed thereto in the Note.

     2. Security Interest.  As security and collateral for the payment by Lender
of the amounts due under the Note when and as due and  payable,  and for the due
performance  of and  compliance  with the terms and  provisions  of the Purchase
Agreement and the Note by Borrower (collectively,  the "Obligations"),  Borrower
hereby  pledges,  hypothecates,  delivers,  sets over,  transfers  and grants to
Lender a security  interest in, and assigns to Lender all of  Borrower's  right,
title and  interest,  whether  now owned or  hereafter  acquired,  in and to the
property  described  in  Section  3  hereof  (collectively  and  severally,  the
"Collateral").

     3. Collateral.


                                       C-4
<PAGE>

          (a) The Collateral shall consist of the following:

               (i) All of the Purchase Shares now owned or hereafter acquired by
          Borrower,  together with all  certificates  representing  the same, if
          any, together with all new, substituted and additional securities, and
          certificates  representing  the same which are or may be issued at any
          time with respect to such Purchase Shares (collectively and severally,
          the "Pledged Shares").

               (ii) All rights of the holder of Pledged  Shares with  respect to
          such  Pledged  Shares,  whether  now  existing or  hereafter  arising,
          including all rights to dividends and  distributions,  whether cash or
          otherwise,  interests,  rights, profits and other property,  including
          securities, at any time received,  receivable or otherwise distributed
          in  respect  of  the  Pledged  Shares   (collectively  and  severally,
          "Distributions");

               (iii) All books and records relating to the Collateral; and

               (iv)  All  Proceeds  (as  such  term is  defined  herein)  of the
          Collateral. For purposes of this Agreement,  "Proceeds" shall mean and
          include all  proceeds,  products,  rents,  profits,  and anything else
          received or receivable upon the sale,  collection,  exchange, or other
          disposition,  whether  voluntary  or  involuntary,  of  Collateral  or
          proceeds,   including  without   limitation  in  connection  with  any
          distribution upon dissolution or merger of Lender or Borrower.

          (b) Upon the written request of Borrower,  Lender shall release vested
     Shares from the security interest created by this Agreement,  together with
     any proceeds  thereof,  if,  after giving  effect to such release of vested
     Shares,  the value of the remaining  Collateral  would be at least equal to
     150% of the  Obligations  then  outstanding.  For purposes of the foregoing
     computation,  the value of each  Share  shall be  deemed to be the  average
     closing price per Share as reported on the New York Stock  Exchange  during
     the most recent 30 day period.

     4.  Delivery of Pledged  Shares.  If at any time the Pledged  Shares or any
securities  received  as  Distributions  are  represented  by a  certificate  or
certificates,  Borrower shall deliver to Lender or its  designated  agent all of
such certificates,  together with a stock power or powers duly executed in blank
therefor.  Upon execution of this Agreement and the Note,  Lender shall note the
existence of the pledge and  assignment  created by this  Agreement on the stock
records of lender.

     5. Use of  Distributions.  In addition to any  provisions of this Agreement
governing of the  administration  of the  Collateral,  the following  provisions
shall govern the administration of the Pledged Shares and the Distributions:

          (a) All  Distributions  shall be paid  into  Borrower's  account  with
     Lender or such account as Lender from time to time may  designate and shall
     be applied  (i) first,  to any and all  Obligations  due and payable at the
     time of any such  Distribution,  and any and all  Obligations  which are to
     become  due  and  payable  within  20  days  following  such   Distribution
     (collectively,


                                       C-5
<PAGE>

     "Due and  Payable  Obligations"),  and (ii)  second,  any  excess  shall be
     released  to  Borrower.  Borrower  hereby  irrevocably  appoints  Lender as
     Borrower's  attorney-in-fact to exercise such rights and powers as Borrower
     otherwise might exercise with respect to  Distributions,  including without
     limitation the right to endorse,  receive,  issue receipts for, or collect,
     by legal proceedings or otherwise, all Distributions, and to apply directly
     to the Due and Payable Obligations all such amounts received.

          (b) After all Due and  Payable  Obligations  have  been  satisfied  in
     accordance  with  Section 5(a) and unless and until an Event of Default (as
     defined herein) shall have occurred and be continuing,  Borrower shall have
     a license and be entitled  to receive  all of the  remaining  Distributions
     assigned and pledged pursuant to Section 3(a)(ii), as record and beneficial
     owner of the  Pledged  Shares;  provided  that the  foregoing  license  and
     entitlement  shall apply to  Distributions  of securities  issued by Lender
     only if such securities  have been pledged to Lender as additional  Pledged
     Shares  hereunder.  Borrower shall receive and may retain all  Distribution
     payments to which Borrower is entitled under this Section 5(b) and the same
     shall be released, automatically, and without any further action by Lender,
     from the lien created by this Agreement.

     6. Voting.  Unless and until there shall have occurred and be continuing an
Event of Default,  Borrower shall be entitled to vote or consent with respect to
the Pledged Shares in any manner not inconsistent with this Agreement, the Plan,
the  Purchase  Agreement  or  any  document  or  instrument  delivered  or to be
delivered  pursuant to or in connection  herewith or therewith.  Notwithstanding
anything to the contrary set forth in this Section 6, Borrower  hereby grants to
Lender an irrevocable  proxy for the Pledged Shares,  to remain in effect during
the  term  of this  Agreement,  entitling  Lender  to  vote  or  consent  in its
discretion  and to the  extent  permitted  by  applicable  Law (as such  term is
defined herein) upon the occurrence and during the  continuation of any Event of
Default.  Borrower shall deliver such further evidence of the foregoing proxy as
Lender reasonably may request. For purposes of this Agreement,  "Law" shall mean
and include each and every constitution,  treaty, law, rule, regulation,  order,
ordinance, statute,  requirement,  code, decree, directive, mandate, judicial or
arbitral  decision,  permit or license,  or any voluntary  restraint,  policy or
guideline  not  having  the  force of law of any kind  whatsoever  issued by any
governmental authority applicable to or affecting Lender,  Borrower, the Note or
the Purchase Agreement or the use, possession, maintenance,  management, rental,
income or profits of any property or any  alteration  to or  restoration  of any
property.

     7. Defaults.

          (a) For purposes of this  Agreement,  an "Event of Default" shall mean
     and  include  any  non-payment  of any  amount due or failure to perform or
     default under, breach of or non-compliance with, this Agreement,  the Plan,
     the Note or the  Purchase  Agreement,  regardless  of  notice  to  Borrower
     thereof. In case an Event of Default shall have occurred and be continuing,
     Lender shall be entitled to exercise all of the rights, powers and remedies
     (whether  under this  Agreement or by law or otherwise,  including  without
     limitation those of a secured party under the Uniform Commercial Code as in
     effect in the jurisdiction of Borrower's  residence) for the


                                       C-6
<PAGE>

     protection  and  enforcement  of its rights in  respect of the  Collateral,
     including without limitation to take the following actions:

               (i) Vote and consent,  give waivers and  ratifications,  exercise
          the proxy  with  respect  to the  Pledged  Shares in  accordance  with
          Section 6, and otherwise  act with respect to such Pledged  Shares and
          the Collateral as though it were the outright owner thereof;

               (ii)   Terminate   Borrower's   license  to  receive  and  retain
          Distributions  and,  instead,  to  receive  and  retain for itself all
          Distributions  in respect of the  Pledged  Shares in  accordance  with
          Section 5(b);

               (iii) Foreclose or otherwise  enforce Lender's  security interest
          in the  Collateral in any manner  permitted by Law or provided in this
          Agreement;

               (iv) Prepare the  Collateral,  or any part  thereof,  for sale or
          other  disposition  in any  manner  and to the  extent  Lender  in its
          absolute discretion deems appropriate;

               (v) Sell or  otherwise  dispose  of the  Collateral,  or any part
          thereof,  at one or more  public  or  private  sales  at any  place or
          places,  on such  terms and in such  manner as Lender in its  absolute
          discretion may determine;

               (vi) Require Borrower to assemble the Collateral and/or books and
          records  relating  thereto  and make the same  available  to Lender at
          Lender's reasonable convenience;

               (vii)  Recover from  Borrower all costs and  expenses,  including
          without limitation  reasonable  attorneys' fees, which are incurred by
          Lender in exercising any right,  power or remedy provided or permitted
          by this Agreement or by Law; or

               (viii)  Enter into  property  where any  Collateral  or books and
          records relating thereto are located and take possession thereof, with
          or without judicial process.

          (b) Without limiting the generality of the foregoing,  Lender,  in its
     absolute discretion,  may restrict the prospective bidders or purchasers at
     any sale of Pledged  Shares to persons or entities who or which agree to be
     bound by the terms of the call  provisions  of  Section  6 of the  Purchase
     Agreement.  Disposition of any or all of the Pledged Shares pursuant to any
     private  sale made as  provided  above may be at prices and on other  terms
     less favorable to Borrower than if the Pledged Shares were sold at a public
     sale.  Lender has no obligation to delay the sale of any Pledged Shares for
     public sale under the Act. Any private or  intrastate  sale or sales of the
     Pledged  Shares  made  in  accordance  with  this  Section  7(b)  shall  be
     conclusively deemed to have been made in a commercially reasonable manner.

          (c) Borrower shall execute such  applications,  instruments  and other
     documents that may be necessary in connection with obtaining,  and will use
     its best efforts to obtain, any consent,  approval, or authorization of any
     state, municipal, or other governmental


                                       C-7
<PAGE>

     department,  agency,  or authority which may be necessary to effectuate any
     sale  or  other  disposition  of  some  or  all of the  Pledged  Shares  in
     accordance with this Agreement.

          (d)  Upon  any  sale  or  other  disposition  of  some  or  all of the
     Collateral  pursuant  to this  Agreement,  Lender  shall  have the right to
     deliver,  assign and transfer the same to the purchaser or other transferee
     thereof,  and each such  purchaser or other  transferee at any such sale or
     other  disposition  shall take and hold such Collateral free from any claim
     or right of any  kind,  including  an  equitable  right of  redemption,  of
     Borrower, and Borrower specifically waives, to the fullest extent permitted
     by Law, all rights of redemption, stay or appraisal that it has or may have
     under any Law now existing or thereafter adopted.

     8. Cumulative Rights. The rights,  powers and remedies of Lender under this
Agreement  shall be in  addition to all  rights,  powers and  remedies of Lender
under any Law, the Plan, the Purchase Agreement, the Note or any other agreement
or document,  all of which rights,  powers and remedies  shall be cumulative and
may  be  exercised  successively  or  concurrently  without  impairing  Lender's
security interest.

     9. Waiver. Any waiver,  forbearance,  failure or delay by or on the part of
Lender in exercising,  or the exercise or commencement of exercise by Lender of,
any right, power or remedy shall not preclude the further, simultaneous or later
exercise thereof,  and every right,  power or remedy of Lender shall continue in
full force and effect unless and until such right,  power or remedy is expressly
waived in a writing signed by Lender.

     10. Successor. All rights of Lender under this Agreement shall inure to the
benefit  of Lender  and its  successors  and  assigns,  and all  obligations  of
Borrower hereunder shall be binding upon Borrower's heirs, successors, and legal
representatives.  This Agreement  shall not be assigned by Borrower  without the
consent of Lender in its sole discretion.

     11.  Severability.  If any  provision of this  Agreement  shall be declared
illegal or unenforceable under any law, rule or regulation of any federal, state
or local government,  or any agency or bureau thereof,  having jurisdiction over
any of the parties hereto, such illegality or unenforceability  shall not affect
the validity and  enforceability of any of the other provisions  hereof, and the
parties shall use  reasonable  efforts to modify this  Agreement,  to the extent
possible, so as to eliminate such invalidity.

     12.  Choice of Law.  This  Agreement  shall be governed by and construed in
accordance  with the laws of Bermuda,  without  reference  to  conflicts  of law
provisions thereof.

     13. Amendment.  This Agreement shall not be amended or modified except by a
writing signed by both of the parties hereto.

     14.  Notice.  All notice or other  communication  given by either  party in
connection  with this  Agreement  shall be in writing and delivered to the other
party by United States  registered or certified mail,  postage  prepaid,  at the
address  set forth in the Note or to such other  address as either  party  shall
furnish by like notice.


                                       C-8
<PAGE>

     15.  Termination.  This  Agreement  shall  terminate  at  such  time as the
Obligations  terminate and have been paid or otherwise  discharged in full. Upon
such termination of this Agreement, and at the request of Borrower, Lender shall
(a) assign, transfer and deliver to Borrower such of the Collateral as may be in
Lender's  possession and which has not therefore been sold or otherwise  applied
or  released  pursuant  to this  Agreement,  and (b)  execute  and  deliver  any
documents and perform any acts reasonably necessary to implement the termination
of this Agreement or the transfer of the Collateral.

     16.  Counterparts.  This  Agreement  may  be  executed  in  any  number  of
counterparts,  each of which shall be deemed to be an original, and all of which
together shall constitute one and the same instrument.

                       [Signature page follows this page.]


                                       C-9
<PAGE>


     IN WITNESS  WHEREOF,  the parties hereto have executed this Agreement as of
the day and year first above written.


                                    Borrower:


                                    _____________________________________


                                    Lender:

                                    W.P. STEWART ASSET MANAGEMENT, LTD.


                                    By:__________________________________

                                    Title:_______________________________



                                      C-10
<PAGE>


                                    Exhibit A to Pledge and Assignment Agreement


                                    The Note

                                (attached hereto)





                                      C-11
<PAGE>


                                    EXHIBIT D


                           FORM OF PURCHASE AGREEMENT

                               PURCHASE AGREEMENT


     This PURCHASE AGREEMENT (the "Agreement"),  dated as of ______________,  is
among W.P.  Stewart & Co., Ltd., a company  organized  under the laws of Bermuda
(the "Company"), W.P. Stewart Asset Management,  Ltd., a company organized under
the laws of Bermuda (the "Lender") and ______________ an individual  residing at
_____________________________ ("Purchaser").

                                    RECITALS:

     The Company has adopted the W.P.  Stewart & Co., Ltd. 2001 Employee  Equity
Incentive  Plan (the  "Plan"),  which is attached  hereto as Exhibit A and which
permits the purchase of  restricted  shares of the Company,  and the Company has
taken all necessary actions to grant the following right to purchase  restricted
shares pursuant and subject to the terms of the Plan.

     The Company is the issuer of shares of the Company,  par value US$0.001 per
share (the "Shares"). Purchaser wishes to subscribe for and purchase Shares from
the  Company,  and the  Company is willing to sell Shares to  Purchaser,  on the
terms and conditions herein set forth and under the Plan.

     Lender is willing to lend to Purchaser  the funds  required to purchase the
Shares.

     In  consideration  of the mutual  promises  herein set forth,  the  parties
hereto agree as follows:

     Any  capitalized  terms used but not defined herein shall have the meanings
ascribed to them in the Plan.

     1. Sale and  Purchase.  At the  Closing (as  defined  herein),  the Company
hereby  agrees to sell to Purchaser,  and  Purchaser  hereby agrees to purchase,
________Shares (the "Purchase  Shares"),  at the purchase price of US$______ per
share, for an aggregate  purchase price of US$_______.  Purchaser shall pay such
aggregate  purchase price to the Company upon the execution of this Agreement by
check in the amount of US$___________.

     2.  Loan.  Lender  agrees  to lend to  Purchaser  funds  in the  amount  of
US$_______  to be used by  Purchaser  solely for the  purchase  of the  Purchase
Shares.  Such loan shall be evidenced by a secured promissory note, of even date
herewith,  from Purchaser to Lender, in the principal amount of US$________ (the
"Note") in substantially the form attached as Exhibit B


                                       D-1
<PAGE>

hereto, together with a Pledge and Assignment Agreement signed by Purchaser (the
"Pledge") in substantially the form attached as Exhibit C hereto.

     3.  Certificates.  Purchaser  acknowledges that the Purchase Shares,  until
vested (as defined in the Plan),  will not be  represented by  certificates  and
that  Purchaser's  ownership  of such  Shares  shall  be  evidenced  only in the
register of shareholders of the Company.

     4.  Vesting.  The  Purchase  Shares  shall vest (as defined in the Plan) in
equal amounts each calendar quarter for a period of 28 quarters, commencing with
the  quarter  ending  __________________;  provided  that,  in  the  event  of a
termination  of  employment  with the Company or its  affiliates,  no additional
vesting  shall occur  following  the end of the  calendar  quarter in which such
termination occurs.  Notwithstanding any other provision of this Agreement,  the
Committee may grant accelerated vesting of the Purchase Shares at such times and
in such  circumstances  as it deems  appropriate  and  equitable in its absolute
discretion.

     5.  Distributions.  Purchaser  shall be entitled to receive all  dividends,
distributions  or profits on or in connection with the Purchase Shares which are
paid or payable on or after _________________.

     6. Termination.  In the event Purchaser, for any reason whatsoever,  is not
in  the   employment  of  the  Company  or  its  affiliates   ("Termination   of
Employment"),  Purchaser or Purchaser's heirs, executors,  legal representatives
or  permitted  assigns  shall  transfer  to the Company all rights to any of the
Purchase Shares which have not vested at the time of such  termination,  and the
Company  promptly  shall return to  Purchaser  the lesser of the price per share
paid for such unvested Purchase Shares or the average closing price per share as
reported on the New York Stock Exchange during the most recent 30 day period, in
either  case  multiplied  by the number of such  unvested  Purchase  Shares.  If
Purchaser is, at that time, indebted to Lender under the Note,  Purchaser agrees
that the Company will, before making any payment to Purchaser, pay to Lender any
amount  otherwise due to Purchaser under this Section 6 to the extent of, and in
partial or full  repayment (on behalf of Purchaser) of, any amount due under the
Note.

     7.  Change  in  Control.   Notwithstanding  any  other  provision  of  this
Agreement,  all  Purchase  Shares  shall be deemed to be fully  vested  upon any
Change in Control (as defined herein). For purposes of this Agreement, a "Change
of  Control"  shall  mean  any of the  following:  (i)  the  consummation  of an
amalgamation  of the Company with or into another entity or any other  corporate
reorganization,  if more than 50% of the combined voting power of the continuing
or surviving entity's securities outstanding immediately after such amalgamation
or other  reorganization  is owned by persons who were not  shareholders  of the
Company immediately prior to such amalgamation or other  reorganization;  (ii) a
public announcement that any person has acquired beneficial  ownership of 51% or
more of the then  outstanding  shares of the Company and, for this purpose,  the
terms "person" and "beneficial  ownership"  shall have the meanings  provided in
Section  13(d) of the U.S.  Securities  Exchange  Act of 1934 or  related  rules
promulgated  by  the  U.S.  Securities  and  Exchange   Commission;   (iii)  the
commencement  of or  public  announcement  of an  intention  to make a tender or
exchange  offer for 51% or more of the then  outstanding  shares of the Company;
(iv) a sale of all or


                                       D-2
<PAGE>

substantially all of the assets of the Company; or (v) the Board of Directors of
the Company, in its sole and absolute discretion, determines that there has been
a sufficient change in the share ownership of the Company to constitute a change
in control of the Company.

     8. Closing. The Closing of the transactions  contemplated in this Agreement
(the  "Closing")  shall be deemed to occur as of  ____________________,  or such
other time and place as the parties shall agree. All documents delivered and all
actions taken at the Closing shall be deemed to have occurred simultaneously. At
the Closing the following documents shall be delivered and the following actions
shall be taken:

          (a)  Purchaser  and the Company  each shall  execute and deliver  this
     Purchase Agreement;

          (b) Purchaser shall deliver payment in full for the Purchase Shares as
     provided in Section 1, by means of a check;

          (c) If all or part of the  payment  for the  Purchase  Shares is being
     made by means of a Note,  Lender shall make the Loan,  and Purchaser  shall
     deliver a Note and a Pledge and Assignment Agreement.

     9.  Tax  Election.  Concurrently  with  the  execution  of this  Agreement,
Purchaser  may  deliver  to the  Company  two  copies of a  statement  signed by
Purchaser (both of which bear  Purchaser's  original  signature) with respect to
Purchaser's  election  to  include in  Purchaser's  gross  income  for U.S.  tax
purposes the excess,  if any, of the fair market  value of the  Purchase  Shares
over the total purchase  price therefor in accordance  with Section 83(b) of the
U.S.  Internal Revenue Code of 1986, as amended.  In that case,  Purchaser shall
submit one copy of such statement with  Purchaser's ____ U.S. federal tax return
and hereby  authorizes  the Company to file one copy of such  statement with the
Internal Revenue Service on Purchaser's behalf.

     10. Company  Representations  and  Warranties.  The Company  represents and
warrants to Purchaser that: (i) the Company is duly organized,  validly existing
and in good  standing  under the laws of Bermuda;  (ii) the Purchase  Shares are
being  sold to  Purchaser  free and  clear of all  claims,  liens,  charges  and
encumbrances,  and are duly and validly authorized and, upon payment therefor by
Purchaser,  will be  duly  and  validly  issued,  outstanding,  fully  paid  and
nonassessable;  and (iii) the issuance of the  Purchase  Shares will not violate
any  provision of the  organizational  documents  of the Company,  or any law or
regulation,  or any court or administrative order, or any agreement by which the
Company or any of its property may be bound.

     11.  Severability.  If any  provision of this  Agreement  shall be declared
illegal or unenforceable under any law, rule or regulation of any federal, state
or local government,  or any agency or bureau thereof,  having jurisdiction over
any of the parties hereto, such illegality or unenforceability  shall not affect
the validity and  enforceability of any of the other provisions  hereof, and the
parties shall use  reasonable  efforts to modify this  Agreement,  to the extent
possible, so as to eliminate such invalidity.


                                       D-3
<PAGE>

     12.  Choice of Law.  This  Agreement  shall be governed by and construed in
accordance  with the laws of Bermuda,  without  reference  to  conflicts  of law
provisions thereof.

     13. Amendment.  This Agreement shall not be amended or modified except by a
written agreement signed by both of the parties hereto.

     14.  Counterparts.  This  Agreement  may  be  executed  in  any  number  of
counterparts,  each of which shall be deemed to be an original, and all of which
together shall constitute one and the same instrument.

     15. Entire Agreement;  Conflict. This Agreement, together with the Note and
the Pledge,  if any,  and the Plan  contain the entire  agreement of the parties
with  respect to the subject  matter  hereof and  supersede  any written or oral
agreement between the Company and Purchaser  relating  thereto.  If there is any
conflict  between this  Agreement and the Plan,  the terms and conditions of the
Plan shall govern.

                       [Signature page follows this page.]



                                       D-4
<PAGE>


     IN WITNESS  WHEREOF,  the parties hereto have executed this Agreement as of
the day and year first above written.

                                          The Company:

                                          W.P. STEWART & CO., LTD.


                                          By:_________________________________

                                          Title:______________________________


                                          The Lender:

                                          W.P. STEWART ASSET
                                             MANAGEMENT, LTD.


                                          By:_________________________________

                                          Title:______________________________


                                          Purchaser:


                                          ____________________________________


                                       D-5
<PAGE>


                                                                    Exhibit A to
                                                              Purchase Agreement


                       2001 Employee Equity Incentive Plan
                                (attached hereto)





                                       D-6
<PAGE>


                                                                    Exhibit B to
                                                              Purchase Agreement


                                      Note
                                (attached hereto)





                                       D-7
<PAGE>


                                                                    Exhibit C to
                                                              Purchase Agreement


                         Pledge and Assignment Agreement
                                (attached hereto)





                                       D-8