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                                                                 Exhibit 10.19









                             DATED 31 DECEMBER 2001




                         WORLD-WIDE HOLDINGS LIMITED (1)

                                       and

                             PAUL ANDREW BISPHAM (2)

                                       and

                   SCOTTISH ANNUITY & LIFE HOLDINGS, LTD. (3)



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

                                SERVICE AGREEMENT

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













                         LEBOEUF, LAMB, GREENE & MACRAE
                               NO.1 MINSTER COURT
                                  MINCING LANE
                                 LONDON EC3R 7AA
                              TEL: +44 207 459 5000
                              FAX: +44 207 459 5099


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                                      INDEX

CLAUSE
PAGE

1        EMPLOYMENT...........................................................1
2        OBLIGATIONS DURING EMPLOYMENT........................................1
3        FURTHER OBLIGATIONS OF THE EXECUTIVE.................................3
4        REMUNERATION.........................................................3
5        EXPENSES.............................................................4
6        PENSION SCHEME.......................................................5
7        INSURANCES...........................................................5
8        COMPANY CAR..........................................................5
9        HOLIDAYS.............................................................6
10       INCAPACITY...........................................................6
11       INTELLECTUAL PROPERTY................................................7
12       CONFIDENTIALITY......................................................8
13       TERMINATION OF EMPLOYMENT............................................9
14       EXECUTIVEss.S COVENANTS.............................................11
15.      STANDARD TERMS AND CONDITIONS.......................................13
16.      DISCIPLINARY PROCEDURE..............................................13
17       NOTICES.............................................................13
18       MISCELLANEOUS.......................................................13
19       DEFINITIONS AND INTERPRETATION......................................14




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THIS AGREEMENT is made on the                         day of December 2001.

BETWEEN:

(1)      WORLD-WIDE HOLDINGS LIMITED, a private company limited by shares and
         incorporated in England and Wales (registered No. 2145545) and whose
         registered office is at Old Bank House, Thames Street, Windsor,
         Berkshire (the "COMPANY");

(2)      PAUL ANDREW BISPHAM of 55 Connaught Gardens, Muswell Hill, London N10
         3LG (the "EXECUTIVE"); and

(3)      SCOTTISH ANNUITY & LIFE HOLDINGS, LTD., a company incorporated in the
         Cayman Islands whose principal place of business is at Crown House, 4
         Par-la-Ville Road, Hamilton, Bermuda HM 12 (the "PARENT COMPANY").

IT IS AGREED as follows:


1        EMPLOYMENT

1.1      JOB DESCRIPTION

         The Company hereby agrees to employ the Executive, and the Executive
         hereby agrees to serve the Company as its managing director on the
         terms and conditions set out in this Agreement.

1.2      COMMENCEMENT OF EMPLOYMENT

         The employment of the Executive pursuant to this Agreement shall start
         on the Commencement Date and the period of continuous employment for
         statutory purposes of the Executive shall be deemed to have begun on 6
         November 1997.

1.3      DURATION

         Subject to Clause 13.3, this Agreement shall be for a fixed period of
         three years and shall thereafter be renewable annually until terminated
         by either the Company or the Executive in accordance with its terms.

2        OBLIGATIONS DURING EMPLOYMENT

2.1      The Executive will during the continuance of his employment:


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         (a)      serve the Company to the best of his ability in the capacity
                  of managing director of the Company or in such other capacity
                  as the Company may from time to time determine; and

         (b)      faithfully and diligently perform such duties and exercise
                  such powers consistent with them as the Company may from time
                  to time properly assign to or confer on him; and

         (c)      if and so long as the Board so directs perform and exercise
                  the said duties and powers on behalf of any Associated Company
                  and act as a director or other officer of any Associated
                  Company; and

         (d)      do all in his power to protect promote develop and extend the
                  business interests and reputation of the Company and any
                  Associated Company; and

         (e)      at all times and in all respects conform to and comply with
                  the lawful and reasonable directions of the Board; and

         (f)      promptly give to the Company and the Board (in writing if so
                  requested) all such information explanations and assistance as
                  it may require in connection with the business and affairs of
                  the Company and any Associated Company for which he is
                  required to perform duties;

         (g)      unless prevented by sickness injury or other incapacity or as
                  otherwise agreed by the Company devote the whole of his time
                  attention and abilities during his hours of work (which shall
                  be normal business hours and such additional hours as may be
                  necessary for the proper performance of his duties) to the
                  business and affairs of the Company and any Associated Company
                  for which he is required to perform duties; and

         (h)      subject to (g) above, work at the Company's offices at Old
                  Bank House, Thames Street, Windsor, Berkshire; and

         (i)      at such times as the Board may reasonably request and at the
                  expense of the Company undergo a medical examination by a
                  doctor of the Company's choice.

2.2      Notwithstanding the foregoing or any other provision of this Agreement
         the Company will not be under any obligation to provide the Executive
         with any work and the Company may immediately upon commencing any
         disciplinary investigation into the activities or conduct of the
         Executive without notice suspend the Executive and/or exclude him from
         all or any premises of the Company or any Associated Company for any
         period not exceeding three months provided that throughout such period
         the Executive's salary and other contractual benefits shall continue to
         be paid or provided by the Company and provided further that at any
         time during such period the Executive will at the request of


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         the Board immediately resign without claim for compensation from office
         as a director of the Company and any Associated Company and from any
         other office held by him in the Company or any Associated Company and
         in the event of his failure to do so the Company hereby irrevocably
         authorised to appoint some person in his name and on his behalf to sign
         and deliver such resignations to the Board.

3        FURTHER OBLIGATIONS OF THE EXECUTIVE

3.1      During the continuance of his employment the Executive will devote his
         whole time and attention to his duties under this Agreement and will
         not without the prior written consent of the Company directly or
         indirectly carry on or be engaged concerned or interested in any other
         business trade or occupation which is similar to or in competition with
         the business of the Company or any Associated Company otherwise than as
         a holder directly or through nominees of not more than five per cent in
         aggregate of any class of shares debentures or other securities in
         issue from time to time of any company which are for the time being
         quoted or dealt in on any recognised investment exchange (as defined by
         Section 207(1) of the Financial Services Act 1986).

3.2      During the continuance of his employment the Executive:

         (a)      will not directly or indirectly procure or obtain or (without
                  having notified full details thereof to the Company in writing
                  and having obtained the Company's written approval in respect
                  of any gift having a value in excess of (pound)200) accept for
                  his own benefit (or for the benefit of any other person) any
                  payment, rebate, discount, commission, vouchers, gift,
                  entertainment (excluding entertainment for legitimate business
                  purposes) or other benefit ("GRATUITIES") from any third party
                  in respect of any business transacted or proposed to be
                  transacted (whether or not by him) by or on behalf of the
                  Company or any Associated Company; and

         (b)      will observe the terms of any policy issued by the Company in
                  relation to Gratuities; and

         (c)      will immediately disclose and account to the Company for any
                  Gratuities received by him (or by any other person on his
                  behalf or at his instructions) in excess of (pound)200.

4        REMUNERATION

4.1      BASIC SALARY

4.1.1    The Company will pay to the Executive during the continuance of his
         employment a salary (which shall accrue from day to day) at the rate of
         (pound)165,000 (one hundred and sixty five thousand pounds) per year
         ("the EXECUTIVE'S BASIC SALARY") such sum to be inclusive of


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         any directors' fees payable to the Executive under the articles of
         association of the Company or any Associated Company (and any such fees
         as the Executive shall receive he shall pay to the Company). The salary
         will be payable in 12 equal monthly instalments in arrears on such day
         in each calendar month consistent with the Company's payroll policy.

4.1.2    The Executive's Basic Salary is subject to review annually in February,
         provided that at the end of the first six month period from the
         Commencement Date, it shall be reviewed for the subsequent period of
         six months from 1 July 2002 until 31 December 2002.

4.1.3    In respect of his employment by the Company for the period from 1 July
         2001 up to the Commencement Date the Executive shall be deemed to have
         been entitled to be paid the Executive Basic Salary on the same basis
         as set out in Clause 4.1.1. To the extent that during such period the
         Executive was paid less than the amount he would have been entitled to
         be paid pursuant to Clause 4.1.1 the Company shall pay any such
         shortfall within five Business Days of the Commencement Date.

4.2      EXECUTIVE BONUS SCHEME

4.2.1    In February of each year, the Board shall establish an Executive Bonus
         Scheme for that calendar year that sets forth the scope and nature of
         such Executive Bonus Scheme. Bonus's payable thereunder will be paid in
         February of the succeeding calendar year.

4.2.2    In respect of the 2002 calender year, the Executive shall not be
         entitled to any bonus payment in the event that the pre-tax US GAAP
         income of World-Wide Reassurance Company Limited is less than
         US$7,000,000. In the event that such income exceeds US$7,000,000, the
         Executive shall be entitled to a bonus payment equivalent to at least
         25 per cent of the Executive's Basic Salary.

4.3      OPTIONS

         The Parent Company shall grant the Executive, following the execution
         of this Agreement, an option ("OPTION") to purchase up to 75,000
         ordinary shares of the Parent Company on terms set out in the 2001
         Stock Option Plan of the Parent Company ("the PLAN"), such Option to be
         exercisable at a per share price which is the lower of the Market Value
         Per Share (as defined in such stock option plan) on 6 August, 2001 and
         31 December, 2001.

4.4      SIGNING BONUS

         In consideration of the Executive entering into this Agreement the
         Company shall pay to the Executive the sum of (pound)30,000 (thirty
         thousand pounds) within five Business Days of the Commencement Date
         ("the SIGNING BONUS") PROVIDING THAT if the Executive terminates his
         employment pursuant to Clause 13.3 or his employment is terminated by
         the Company pursuant to Clause 13.1 in either case within twelve months
         of the


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         Commencement Date the Executive will repay the Signing Bonus in full to
         the Company immediately upon such termination taking place.

5        EXPENSES

5.1      Consistent with Company policy, the Company will during the continuance
         of his employment reimburse the Executive in respect of all reasonable
         travelling, accommodation, entertainment and other similar
         out-of-pocket expenses wholly, exclusively and necessarily incurred by
         him in or about the performance of his duties.

5.2      Except where specified to the contrary all expenses will be reimbursed
         on a monthly basis subject to the Executive providing (if required by
         the Board) appropriate evidence (including receipts invoices tickets
         and/or vouchers as may be appropriate and where practical) of the
         expenditure in respect of which he claims reimbursement.

6        PENSION SCHEME

         The Executive will be entitled to participate in the Company's
         retirement benefits scheme on the terms and conditions set out in the
         Staff Handbook and as resolved by the Board from time to time
         (providing that any changes which are resolved by the Board to be made
         to the retirement benefits scheme shall not be to the detriment of the
         Executive).

7        INSURANCES

         Subject to his complying with and satisfying any applicable
         requirements of the relevant insurers the Company will during the
         continuance of his employment provide for the Executive:

         (a)      membership of a private medical expenses insurance scheme
                  providing such level of benefits as the Company may in its
                  absolute discretion from time to time decide;

         (b)      membership of the Company's permanent health insurance scheme;
                  and

         (c)      appropriate insurance whilst travelling for business purposes
                  of the Company or an Associated Company.

8        COMPANY CAR

8.1      The Company will provide the Executive with a car of a make and model
         for his use during the continuance of his employment that the Board
         reasonably deems appropriate for an employee of the Executive's level.
         The Company will pay or reimburse the Executive all standing and
         running costs (including fuel costs relating to private travel) in
         respect of such car and provide a parking space for the Executive's car
         within reasonable walking distance of the Company's place of business.

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8.2      The Executive will at all times and in all respects conform to and
         comply with any policy which may from time to time be made by the
         Company in relation to cars provided by it for the use of its employees
         and in particular the Executive:

         (a)      will ensure that at all times when the car is driven on a
                  public highway it is in the state and condition required by
                  law and that a current M.o.T. test certificate is in force in
                  respect of it (if appropriate); and

         (b)      will ensure that the person who is operating the car has the
                  permission of the Executive to operate the vehicle and at all
                  times be the holder of a current driving licence entitling him
                  to drive motor cars in the United Kingdom and that such driver
                  shall be capable of producing such licence to the Company upon
                  request.

8.3      For the avoidance of doubt the Company will be entitled at its absolute
         discretion without being required to compensate the Executive in
         relation thereto to withdraw the use of the car provided pursuant to
         this Clause in the circumstances provided for in the Company's car
         policy in force from time to time as set out in the Staff Handbook.

8.3      For all purposes connected with or relating to the employment of the
         Executive the benefit of the private use of the car(s) provided
         pursuant to this Agreement will be calculated in accordance with the
         Inland Revenue rates in force from time to time.

9        HOLIDAYS

9.1      The Executive will (in addition to the usual public and bank holidays)
         be entitled during the continuance of his employment to 28 working
         day's paid holiday in each period of 12 months commencing on 1 January
         (the "HOLIDAY YEAR").

9.2      Holiday shall be taken at such times as may be approved by the
         President or Chief Executive of the Parent Company.

9.3      The Executive may not, without the prior written consent of the
         President or Chief Executive of the Parent Company carry forward more
         than six days unused holiday entitlement from one Holiday Year to
         another.

9.4      On the termination of his employment the Executive's entitlement to
         accrued holiday pay will be calculated on a pro rata basis in respect
         of each completed month of service in the holiday year in which his
         employment terminates and the appropriate amount will be paid to the
         Executive provided that if the Executive shall have taken more days'
         holiday than his accrued entitlement the Company is hereby authorised
         to make an appropriate deduction from the Executive's final salary
         payment.

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10       INCAPACITY

10.1     The Executive shall, subject to complying with the Company's rules
         governing notification and evidence of absence by reason of Incapacity
         for the time being in force, be entitled to payment of his salary
         (which shall include any entitlement to statutory sick pay or social
         security benefits to which he may be entitled) in respect of absence by
         reason of Incapacity in respect of the first six months absence
         PROVIDED THAT whilst the Executive is entitled to be paid during
         Incapacity there shall be deducted therefrom the aggregate of any
         amounts receivable by the Executive by virtue of any sickness, accident
         benefit or permanent health scheme operated by or on behalf of the
         Company (except insofar as such amounts represent reimbursement of
         medical or nursing fees or expenses incurred by the Executive) and the
         amount of any social security sickness or other benefit to which the
         Executive may be entitled.

10.2     If the Executive shall have been absent from work due to sickness
         injury or other incapacity for a continuous period of six months or
         more then he shall receive such benefits (if any) as the Parent Company
         may in its absolute discretion decide.

10.3     If any Incapacity is caused by any alleged action or wrong of a third
         party and the Executive decides to claim damages in respect thereof,
         then the Executive will use all reasonable endeavours to recover
         damages for loss of earnings over the period for which salary has been
         or will be paid to him by the Company under Clause 10.1, and will
         account to the Company for any such damages recovered (net of the
         reasonable costs of recovery and in an amount not exceeding the actual
         salary paid or payable to him by the Company under Clause 10.1 in
         respect of the said period.) The Executive will keep the Company
         informed of the commencement, progress and outcome of any such claim.

11       INTELLECTUAL PROPERTY

11.1     Subject to the relevant provisions of the Patents Act 1977, the
         Registered Designs Act 1949 and the Copyright Designs and Patents Act
         1988 if at any time in the course of his employment the Executive makes
         or discovers or participates in the making or discovery of any
         Intellectual Property relating to or capable of being used in the
         business of the Company or any Associated Company he will immediately
         disclose full details of such to the Board and at the request and
         expense of the Company he will do all things which may be necessary or
         desirable for obtaining appropriate forms of protection for the
         Intellectual Property in such parts of the world as may be specified by
         the Company and for vesting all rights in the same in the Company or
         its nominee.

11.2     The Executive hereby irrevocably appoints the Company to be his
         attorney in his name and on his behalf to sign, execute or do any
         instrument or thing and generally to use his name for the purpose of
         giving to the Company or its nominee the full benefit of the provisions
         of Clause 11.1 and in favour of any third party a certificate in
         writing signed by


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         any director or the secretary of the Company that any instrument or act
         falls within the authority conferred by Clause 11.1 shall be conclusive
         evidence that such is the case.

11.3     The Executive hereby waives all of his moral rights (as defined in the
         Copyright Designs and Patents Act 1988) in respect of any acts of the
         Company or any acts of third parties done with the Company's authority
         in relation to any Intellectual Property which is the property of the
         Company by virtue of Clause 11.1.

11.4     All rights and obligations under this Clause in respect of Intellectual
         Property made or discovered by the Executive during his employment will
         continue in full force and effect after the termination of his
         employment and will be binding upon the Executive's personal
         representatives.

12       CONFIDENTIALITY

12.1     During the Term, the Company agrees that it will disclose to the
         Executive confidential and proprietary information (as defined in
         Clause 12.2) to the extent necessary for the Executive to carry out his
         obligations to the Company. The Executive hereby acknowledges that the
         Company has a legitimate business interest in protecting its
         confidential and proprietary information and hereby covenants and
         agrees that he will not without the prior written consent of the
         Company, during the Term or at any time thereafter:

         (a)      disclose to any person not employed by the Company, or use in
                  connection with engaging in competition with the Company, any
                  confidential or proprietary information of the Company; or

         (b)      remove, copy or retain in his possession any Company files or
                  records.

12.2     For the purposes of this Clause 12:

         (a)      the term "confidential or proprietary information" will
                  include all information of any nature and in any form that is
                  owned by the Company and that is not publicly available (other
                  than by the Executive's breach of Clause 12.1) or generally
                  known to persons engaged in businesses similar or related to
                  those of the Company, including without limitation,
                  information relating to the Company's financial matters,
                  customers, employees, industry contracts, strategic business
                  plans, product development (or other proprietary product
                  data), marketing plans, and all other information of a
                  confidential or proprietary nature; and

         (b)      the term "Company" will also be deemed to include any
                  Associated Company.

12.3     The obligations imposed by Clause 12.1 will not apply:



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         (a)      during the Term, in the course of the business of and for the
                  benefit of the Company;

         (b)      if such confidential or proprietary information will have
                  become, through no fault of the Executive, generally known to
                  the public; or

         (c)      if the Executive is required by law to make disclosure (after
                  giving the Company notice and an opportunity to contest such
                  requirement).

12.4     The Executive will not without the prior approval of the President or
         Chief Executive of the Parent Company either directly or indirectly
         publish any opinion fact or material or deliver any lecture or address
         or participate in the making of any firm radio broadcast or television
         transmission or communicate with any representative of the media or any
         third party relating to the business or affairs of the Company or to
         any of its or their officers, employees, clients, customers, suppliers,
         distributors, agents or shareholders (collectively known as "Affiliates
         " for the purposes of this Clause 12.4) or to the development or
         exploitation of Intellectual Property which in the opinion of a
         reasonable person is likely to have an adverse impact on the business,
         affairs or reputation of the Company. For the purpose of this Clause
         "media" shall include television (terrestrial satellite and cable)
         radio, newspapers and other journalistic publications.

13       TERMINATION OF EMPLOYMENT

13.1     The employment of the Executive may be terminated by the Company
         forthwith without notice or payment in lieu of notice if:

         (a)      the Executive commits any serious or persistent breach or
                  non-observance of any of the terms, conditions or stipulations
                  contained in this Agreement; or

         (b)      the Executive is guilty of any gross negligence or gross
                  misconduct in connection with or affecting the business or
                  affairs of the Company or any Associated Company for which he
                  is required to perform duties; or

         (c)      the Executive is guilty of conduct which brings or is likely
                  to bring himself or the Company or any Associated Company into
                  disrepute; or

         (d)      the Executive is convicted of an arrestable criminal offence
                  within the United Kingdom, the United States of America or any
                  other member state of the European Union resulting in the
                  imposition of a custodial sentence; or

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         (e)      the Executive is adjudged bankrupt or makes any arrangement or
                  composition with his creditors or has an interim order made
                  against him pursuant to Section 252 of the Insolvency Act
                  1986; or

         (f)      the Executive is or becomes prohibited by English law from
                  being a director; or

         (g)      the Executive causes any agreement entered into by the Company
                  relating to the provision of the Executive's services to be
                  terminated without notice by any other party to such agreement
                  except in the normal course of business practice.

13.2     Unless the Board determines otherwise, the employment of the Executive
         shall terminate automatically and without prior notice upon his
         attaining the age of 65.

13.3     Either the Company or the Executive may terminate this Agreement by
         giving to the other not less than six months written notice to expire
         at any time.

13.4     The Company reserves the right to terminate the Executive's employment
         by payment in lieu of notice.

13.5     After notice of termination has been given by either the Executive or
         the Company, or if the Executive seeks to resign without notice or by
         giving shorter notice than that required under this Agreement then
         provided the Company continues to pay the Executive's contractual
         benefits in accordance with the terms of this agreement, the Company
         has at its discretion the right for the notice period or balance of the
         notice period then outstanding until the date of termination to:

         (a)      exclude the Executive from the Company's premises and require
                  the Executive not to attend at the Company's premises; and/or

         (b)      require the Executive to carry out no duties; and/or

         (c)      require the Executive not to communicate or deal with
                  employees, agents, consultants, clients or other
                  representatives of the Company.

13.6     On the termination of his employment (for whatever reason and howsoever
         arising) the Executive:

         (a)      will not take away conceal or destroy but will immediately
                  deliver up to the Company all documents (which expression
                  includes but without limitation notes memoranda correspondence
                  drawings sketches plans designs and any other material upon
                  which data or information is recorded or stored) relating to
                  the business or affairs of the Company or any Associated
                  Company or any of their clients customers shareholders
                  employees officers suppliers distributors and agents (and the
                  Executive will not be entitled to retain any copies or
                  reproductions of any


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                  such documents) together with any other property belonging to
                  the Company or any Associated Company (including his car and
                  its keys) which may then be in his possession or under his
                  control;

         (b)      will at the request of the Board immediately resign without
                  claim for compensation from office as a director of the
                  Company and any Associated Company and from any other office
                  held by him in the Company or any Associated Company (but
                  without prejudice to any claim he may have for damages for
                  breach of this Agreement) and in the event of his failure to
                  do so the Company is hereby irrevocably authorised to appoint
                  some person in his name and on his behalf to sign and deliver
                  such resignations to the Board; and

         (b)      will not at any time thereafter make any untrue or misleading
                  oral or written statement concerning the business affairs of
                  the Company or any Associated Company nor represent himself or
                  permit himself to be held out as being in any way connected
                  with or interested in the business of the Company or any
                  Associated Company (except as a former employee for the
                  purpose of communicating with prospective employers or
                  complying with any applicable statutory requirements); and

         (d)      will immediately repay all outstanding debts or loans due to
                  the Company or any Associated Company and the Company is
                  hereby authorised to deduct from any wages (as defined by
                  Section 7 of the Wages Act 1986) of the Executive a sum equal
                  to any such debts or loan.

13.7     If the employment of the Executive is terminated by reason of the
         liquidation of the Company for the purpose of reconstruction or
         amalgamation or as part of any arrangements for the amalgamation or
         reconstruction of the Company not involving insolvency and the
         Executive is offered employment with any concern or undertaking
         resulting from the reconstruction or amalgamation on terms and
         conditions which taken as a whole are not less favourable than the
         terms of this Agreement then the Executive will have no claim against
         the Company in respect of such termination.

14       EXECUTIVE'S COVENANTS

14.1     The Executive acknowledges that during the course of his employment
         with the Company he will receive and have access to confidential and
         proprietary information of the Company and its Associated Companies
         (including without limitation those matters specified in Clause 12 of
         this Agreement) and he will also receive and have access to detailed
         client and customer lists and information relating to the operations
         and business requirements of those clients and customers and
         accordingly he is willing to enter into the covenants described in
         Clause 14.2 in order to provide the Company and its Associated
         Companies with what he considers to be reasonable protection for those
         interests.



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14.2     The Executive hereby covenants with the Company for itself and as
         trustee for the Associated Companies that he will not for the period of
         3 months in respect of Clause 14.2(a) and 12 months in respect of
         Clauses 14.2(b), (c) and (d) after the termination of his employment
         ("the RESTRICTED PERIOD") without the prior written consent of the
         Board (which the Board may in its absolute discretion withhold or give
         on such terms as it thinks fit) either alone or jointly with or on
         behalf of any person directly or indirectly:

         (a)      other than in the event of the Executive's employment being
                  terminated by the Company Without Cause carry on or set up or
                  be employed or engaged by or otherwise assist or be interested
                  in any business which is competitive with any business of the
                  Company and any Associated Company at the date of such
                  termination in the country in which the business is conducted;

         (b)      in connection with the carrying on of any business in
                  competition with the business carried on by the Company or any
                  Associated Company at the date of such termination canvass
                  solicit or approach or cause to be canvassed or solicited or
                  approached for orders in respect of any services provided by
                  the Company or any Associated Company any person who or which
                  at the date of termination of his employment or at any time
                  during the period of twelve months prior to that date is a
                  client or customer of the Company or any Associated Company
                  and with whom or which the Executive shall have had dealings
                  during the course of his employment;

         (c)      in connection with the carrying on of any business in
                  competition with the businesses carried on by the Company or
                  any Associated Company at the date of such termination do
                  business with any person who has at any time during the period
                  of twelve months immediately preceding the date of such
                  termination done business with the Company or any Associated
                  Company as a client or customer and with whom the Executive
                  shall have had dealings during the course of his employment;

         (d)      solicit or entice away or endeavour to solicit or entice away
                  from the Company or any Associated Company any person who at
                  the date of termination of his employment is employed or
                  engaged in a senior capacity by the Company or any Associated
                  Company and with whom the Executive shall have had contact
                  during the course of his employment (whether or not such
                  person would commit a breach of his contract of employment by
                  so doing).

14.3     The Executive hereby agrees that he will at the cost of the Company
         enter into a direct agreement or undertaking with any Associated
         Company whereby he will accept restrictions and provisions
         corresponding to the restrictions and provisions in Clause 14.2 above
         (or such of them as may be appropriate in the circumstances) in
         relation to such activities and such area and for such a period not
         exceeding twelve months as such


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         Associated Company may reasonably require for the protection of its
         legitimate business interests.

14.4     The covenants contained in Clause 14.2(a), (b), (c) and (d) are
         intended to be separate and severable and enforceable as such so that
         in the event that any restriction contained in Clauses 14.2 and 14.3
         shall be found to be void, but would be valid if some part of the
         relevant restriction were deleted, the relevant restriction shall apply
         with such modifications as may be necessary to make it valid and
         effective.

15.      STANDARD TERMS AND CONDITIONS

15.1     The Executive agrees that the terms of the Staff Handbook shall (except
         to the extent that they contradict with the terms of this Agreement in
         which case the terms of this Agreement shall prevail unless agreed
         otherwise between the Company and the Executive) be deemed to form part
         of this Agreement.

15.2     Clause 15.1 shall only be enforceable against the Executive if a copy
         of the Staff Handbook has first been provided to the Executive. For
         this purpose the Executive hereby acknowledges receipt of the Staff
         Handbook in force at the date of this Agreement.

16.      DISCIPLINARY PROCEDURE

16.1     For statutory purposes there is no formal disciplinary procedure in
         relation to the Executive's employment. The Executive will be expected
         to maintain the highest standards of integrity and behaviour.

16.2     If the Executive is not satisfied with any disciplinary decision taken
         in relation to him he may appeal in writing within 14 days of that
         decision to the Board whose decision shall be final.

17       NOTICES

17.1     Any notice to be given under this Agreement must be given in writing
         and will be deemed to be sufficiently served by either party on the
         other if it is delivered personally or is sent by registered or
         recorded delivery pre-paid post (air mail if overseas) addressed to
         either the Company's registered office for the time being or the
         Executive's last known address as the case may be.

17.2     Any notice sent by post will be deemed (in the absence of evidence of
         earlier receipt) to be received two days after posting (six days if
         sent air mail) and in proving the time such notice was sent it shall be
         sufficient to show that the envelope containing it was properly
         addressed stamped and posted.



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18       MISCELLANEOUS

18.1     The Executive hereby warrants that by virtue of entering into this
         Agreement he will not be in breach of any express or implied terms of
         any contract or of any other obligation legally binding upon him.

18.2     Any benefits provided by the Company to the Executive or his family
         which are not expressly referred to in this Agreement will be regarded
         as ex gratia benefits provided at the entire discretion of the Company
         and will not form part of the Executive's contract of employment.

18.3     The Company will be entitled at any time during the Executive's
         employment to make deductions from the Executive's salary or from any
         other sums due to the Executive from the Company or any Associated
         Company in respect of any overpayment of any kind made to the Executive
         or in respect of any debt or other sum due from him.

19       DEFINITIONS AND INTERPRETATION

19.1     In this Agreement unless the context otherwise requires words and
         phrases defined in Part XXVI of the Companies Act 1985 have the same
         meanings thereby attributed to them and the following expressions have
         the following meanings:


         "ASSOCIATED COMPANY"               any company which is a holding
                                            company (including for the avoidance
                                            of doubt the Parent Company) or a
                                            subsidiary of the Company or a
                                            subsidiary of the Company's holding
                                            company (including for the avoidance
                                            of doubt any subsidiary of the
                                            Parent Company);

         "THE BOARD"                        the board of directors for the time
                                            being of the Company including any
                                            duly appointed committee thereof or
                                            the directors present at a meeting
                                            of the directors of the Company at
                                            which a quorum is present but
                                            excluding the Executive;

         "BUSINESS DAY"                     any day on which banks are open for
                                            normal banking business in the City
                                            of London;

         "COMMENCEMENT DATE"                1 January 2002;

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         "INCAPACITY"                       sickness or injury rendering the
                                            Executive incapable of performing
                                            services in accordance with the
                                            provisions of this Agreement;

         "INTELLECTUAL PROPERTY"            letters patent, trade marks, service
                                            marks, designs, copyrights, utility
                                            models, design rights, applications
                                            for registration of any of the
                                            foregoing and the right to apply for
                                            them in any part of the world,
                                            inventions, drawings, computer
                                            programs, Confidential Information,
                                            know-how, and rights of like nature
                                            arising or subsisting anywhere in
                                            the world in relation to all of the
                                            foregoing whether registered or
                                            unregistered;

         "PARENT COMPANY                    the board of directors for the time
         BOARD"                             being of the Parent Company
                                            including any duly appointed
                                            committee thereof or the directors
                                            present at a meeting of the
                                            directors of the Parent Company at
                                            which a quorum is present but
                                            excluding the Executive;

         "SHARE"                            an ordinary share in the capital of
                                            the Company;

         "STAFF HANDBOOK"                   the handbook of staff rules and
                                            benefits of the Company (as may be
                                            amended and resolved from time to
                                            time);

         "TERM"                             the period commencing on the date of
                                            this Agreement and expiring on its
                                            termination; and

         "WITHOUT CAUSE"                    without the Company having a reason
                                            to justify the termination of the
                                            Executive's employment with the
                                            Company either pursuant to Clause
                                            13.1 or pursuant to a reason
                                            permitted by English law.

19.2     The headings in this Agreement are for convenience only and shall not
         affect its constructions or interpretation.

19.3     References in this Agreement to Clauses and paragraphs are references
         to Clauses and paragraphs to this Agreement unless otherwise stated.

19.4     Any reference in this Agreement to the employment of the Executive is a
         reference to his employment by the Company whether or not during the
         currency of this Agreement.

19.5     Any reference in this Agreement to a person shall where the context
         permits include a reference to a body corporate and to any
         unincorporated body of persons.

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19.6     Any word in this Agreement which denotes the singular shall where the
         context permits include the plural and vice versa and any word in this
         Agreement which denotes to the masculine gender shall where the context
         permits include the feminine and/or the neuter genders and vice versa.

19.7     Any reference in this Agreement to a statutory provision is deemed to
         include a reference to any statutory amendment modification or
         re-enactment of it.

19.8     This Agreement contains the entire understanding between the parties
         and supersedes all subsisting agreements arrangements and
         understandings relating to the employment and remuneration (in whatever
         capacity) of the Executive which agreements arrangements and
         understandings are deemed to have been terminated by mutual consent.

19.9     This Agreement is governed by and will be construed in accordance with
         the laws of England and the parties to this Agreement hereby submit to
         the exclusive jurisdiction of the English courts to hear and decide any
         suit, actions or proceedings and to settle any disputes which may arise
         out of or in connection with this agreement.

IN WITNESS whereof this Agreement has been executed as a deed by the parties
hereto and is intended to be and is hereby delivered on the date first above
written.


                                       16
<Page>


EXECUTED as a Deed by WORLD-        )
WIDE HOLDINGS LIMITED               )
acting by:                          )


                           Director

                           Director/Secretary



EXECUTED as a deed by                       )
PAUL ANDREW BISPHAM                         )       ----------------------
in the presence of:                         )

Witness' Signature:
                           ---------------------------


Witness' Name:
                           ---------------------------


Witness' Address:
                           ---------------------------

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

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



EXECUTED as a Deed by                       )
SCOTTISH ANNUITY & LIFE                     )
HOLDINGS, LTD. acting by:                   )


                           Director

                           Director/Secretary


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