ANNUITY & LIFE RE HOLDINGS LTD
EMPLOYMENT AGREEMENT BETWEEN JOHN BURKE & THE CO.
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<TYPE>EX-10.2
<SEQUENCE>4
<FILENAME>w55071ex10-2.txt
<DESCRIPTION>EMPLOYMENT AGREEMENT BETWEEN JOHN BURKE & THE CO.
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EXHIBIT 10.2

                      ANNUITY AND LIFE RE (HOLDINGS), LTD.

                              EMPLOYMENT AGREEMENT


      THIS AGREEMENT, dated as of September 17, 2001 by and between Annuity &
Life Re (Holdings), Ltd., a Bermudian corporation (the "Company"), Annuity &
Life Reassurance, Ltd., a subsidiary of the Company organized under the laws of
Bermuda to engage in worldwide life and annuity reinsurance (the "Operating
Company"), and John F. Burke (hereinafter called the "Employee").

                                   WITNESSETH:

      WHEREAS, the Company and the Operating Company desire that the Employee
serve as Vice President of the Company and Senior Vice President of the
Operating Company and the Employee is willing to serve in such capacities; and

      NOW, THEREFORE, in consideration of the mutual covenants contained herein,
and other good and valuable consideration, the parties hereto agree as follows:

Section:  1.            Employment

      Effective as of September 17, 2001, the Company and the Operating Company
will employ the Employee and the Employee will perform services for the Company
and the Operating Company on the terms and conditions set forth in this
Agreement and for the period ("Term of Employment") specified in Section 3
hereof. This Agreement may be terminated at any time during its initial term or
during any renewal term solely in accordance with the terms and conditions of
Section 11 hereof.

Section:  2.            Duties

      The Employee, during the Term of Employment, shall serve the Company as a
Vice President. The Employee shall also serve as a Senior Vice President of the
Operating Company. The employee shall be based at the Operating Company's
headquarters in Bermuda, other than for periodic travel in the ordinary course
of business. The Employee shall have such duties and responsibilities as are
assigned to him by the Boards of Directors of the Company and the Operating
Company commensurate with his position as Senior Vice President and Chief
Financial Officer.

      The Employee shall perform his duties hereunder faithfully and to the best
of his abilities and in furtherance of the business of the Company, and shall
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devote his full business time, energy, attention and skill to the business of
the Company and to the promotion of its interests except as otherwise agreed by
the Company.

      The Employee warrants and represents that he is free to enter into this
Agreement and is not restricted by any prior or existing agreement and the
Company and the Operating Company may rely on such representation in entering
into this Agreement.

Section:  3.            Term of Employment

      The initial Term of Employment of this Agreement shall be three years
commencing on September 17, 2001. At the end of the initial Term of Employment,
and on each anniversary thereof, the Term of Employment shall automatically be
extended for one additional year, unless the Company or the Employee shall have
given written notice to the other that it does not wish to extend this Agreement
at least three months in advance. If the Employee does not wish to continue
employment with the Company and the Operating Company for family reasons after
the end of the initial Term of Employment, the Company will pay reasonable
relocation expenses to the United States for the Employee if the Employee wishes
to be employed in the United States, subject to Section 13.

Section:  4.            Salary

      The Employee shall receive, as compensation for his duties and obligations
to the Company and the Operating Company, a salary at the annual rate of
$200,000, payable in substantially equal installments in accordance with the
Operating Company's payroll practice. It is agreed between the parties that the
Company shall review the base annual salary annually and in light of such review
may, in the discretion of the Board of Directors of the Company (but shall not
be obligated to), increase such base annual salary taking into account any
change in the Employee's then responsibilities, increases in the cost of living,
performance by the Employee, and other pertinent factors.

Section:  5.            Bonus

      During the Term of Employment, the Employee shall participate in the
Company's Incentive Compensation Plan, and will be eligible for an annual cash
bonus of up to two times his annual salary based on performance targets as
determined in accordance with the terms of the Plan.

Section:  6.            Options

            (a) Initial Options. The Company shall grant to the Employee the
right and option to purchase all or any part of an aggregate of 30,000 common
shares at a price determined by the Company's Compensation

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Committee on October 24, 2001. Thirty-three and one-thirds percent (33 1/3%) of
the Initial Options shall become exercisable after the first anniversary of the
Grant. 33 1/3% of the Options shall become exercisable after the second
anniversary of the Grant, and an additional 33 1/3% of the Options shall become
exercisable after the third anniversary thereof. In addition, no Option may be
exercised after the earlier of (A) the date that is (i) ninety (90) days
following the termination of the Employee's employment for any reason other than
death, disability or Serious Cause (as defined in Section 11), or (ii) six (6)
months after the termination of the Employee's employment by reason of death or
disability or (iii) the date upon which the Employee's employment is terminated
for Serious Cause; or (B) the tenth anniversary of the Grant date.

      The consideration for the Ordinary Shares purchased upon exercise of the
Initial Options may be paid in cash or by any other method permitted by the
terms of the Company's Initial Option Plan. The issuance of any Ordinary Shares
pursuant to the Initial Options shall in all events be subject to all applicable
securities laws and the Employee shall enter into any agreement reasonably
requested by the Company in order to ensure that all such issuances are in full
compliance therewith. The Employee shall not have any of the rights and
privileges of a shareholder of the Company with respect to the Ordinary Shares
issuable upon any exercise of Initial Options unless and until his name is
entered into the register of members of the Company in respect of such Ordinary
Shares. If there is any change in the number or nature of outstanding shares of
the Company's capital stock by reason of a share dividend, recapitalization,
merger, consolidation, scheme or arrangement, share split, combination or
exchange, share repurchase or otherwise, which in any such case has a dilutive
or anti-dilutive effect on the Ordinary Shares, the number of Ordinary Shares
subject to each outstanding Initial Option, the exercise price thereof and/or
other terms thereof shall be appropriately adjusted by the Board of Directors of
the Company (or any committee thereof), whose determination shall be conclusive,
so as to restore the option holder to his rights thereunder.

            (b) Other Options. During the Term of Employment, the Employee shall
be eligible to be granted options (in addition to the Initial Options) to
purchase Ordinary Shares at such price and subject to such terms as provided by
the Company's Initial Stock Option Plan, in the sole discretion of the Board of
Directors of the Company.

Section:  7.            Employee Benefits

      During the Term of Employment the Employee shall be entitled to
participate in all employee benefit programs of the Company, as such programs
may be in effect from time to time, including without limitation, pension and
other retirement plans, profit sharing plans, group life insurance, accidental
death and dismemberment insurance, hospitalization, surgical and major medical
coverage, sick leave (including salary continuation arrangements), long term
disability,

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holidays and vacations. The Company shall contribute monthly ten percent of the
base monthly salary of the employee to a retirement plan for the benefit of the
Employee.

Section:  8.            Business Expenses

      All reasonable travel and other expenses incidental to the rendering of
services by the Employee hereunder shall be paid by the Company and if expenses
are paid in the first instance by the Employee, the Company will reimburse him
therefor upon presentation of proper invoices; subject in each case to
compliance with the Company's reasonable reimbursement policies and procedures.

Section:  9.            Housing and Travel Expenses

      Effective October 17, 2001, the Company shall provide to the Employee the
sum of $8,333.00 monthly as an allowance to cover the expenses of housing and
the cost of living in Bermuda and for personal travel for the Employee and his
family.

Section:  10.           Vacations

      The Employee shall be entitled to reasonable vacation and reasonable sick
leave each year (beginning with 2002), in accordance with policies of the
Company, as determined by the Board of Directors, provided, however, that the
Employee shall be entitled to a minimum of four (4) weeks vacation per year.

Section:  11.           Termination

            (a) In the event of Serious Cause, as defined below, the Company may
terminate the Employee's employment and the Term of Employment upon written
notice of such termination stating the Serious Cause upon which the Company
relies for its termination. The Employee's employment and the Term of Employment
shall be terminated effective as of the date specified in such notice, which
shall in no event be earlier than the effective date of such notice as provided
in Section 20.

      "Serious Cause" shall mean (i) the willful and continued failure by the
Employee to perform substantially his duties hereunder, other than by reasons of
health, after written demand for substantial performance is delivered by the
Company that identifies the manner in which the Company believes the Employee
has not substantially performed his duties, (ii) the Employee shall have been
indicted by any federal, state or local authority in any jurisdiction for, or
shall have pleaded guilty or nolo contendre to, an act constituting a felony,
(iii) the Employee shall have habitually abused any substance (such as narcotics
or alcohol), or (iv) the Employee shall have (A) engaged in acts of fraud,
material

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dishonesty or gross misconduct in connection with the business of the Company of
(B) committed a material breach of this Agreement.

            (b) The Employee may terminate his employment and the Term of his
Employment in the event of Good Reason, as defined below, upon 30 days' prior
written notice of such termination stating the Good Reason upon which the
Employee relies for his termination. The Employee's employment and the Term of
Employment shall be terminated effective as of the date specified in such
notice, which in no event shall be earlier than the effective date of such
notice as provided in Section 20.

      "Good Reason" shall mean (i) a substantial reduction in the Employee's
travel and living allowance, salary, or benefits, (ii) the demotion of the
Employee, (iii) a material reduction of the Employee's duties or
responsibilities hereunder, (iv) a material breach of this Agreement by the
Company, or (v) the occurrence of any action taken by the Company that would
constitute a constructive termination of the Employee's employment.

            (c) In the event of termination of the Employee's employment and the
Term of Employment by the Company for Serious Cause or by the Employee without
Good Reason, the Employee shall forfeit all bonus amounts for the then current
fiscal year, and the Company shall be liable to the Employee only for (i) any
accrued but unpaid salary, (ii) any accrued but unpaid bonus from a prior fiscal
year, and (iii) reimbursement of business expenses incurred prior to the date of
termination.

            (d) In the event of the death, retirement or disability of the
Employee, the Employee's employment and Term of Employment shall be terminated
as of the date of such death, retirement or disability and the Company shall pay
the Employee, or the Employee's estate or legal representative, as appropriate,
(i) any accrued but unpaid salary, (ii) any earned but unpaid bonus from a prior
fiscal year, (iii) reimbursement of business expenses incurred prior to the date
of termination, (iv) travel and housing allowances under Section 9 for six
months after the date of termination, and (v) reasonable relocation expenses
from Bermuda to the United States. The date of the Employee's disability shall
be deemed to be the last day of the sixth month during which the Employee has
been unable to carry out his position as provided below.

      "Disability" shall mean the Employees inability, for reasons of health, to
carry out the functions of his position for a total of six (6) months during any
12-month period of this Agreement. "Retirement" shall mean retirement from
employment upon attaining age 65 or such earlier age agreed to by the Company.

      In addition, in such event, if the Company's Ordinary Shares are not then
publicly traded, the Company shall have the right to call any or all of the
Ordinary

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Shares of the Company owned by the Employee within six (6) months of death,
retirement or disability, and the Employee, the Employee's estate or legal
representative, whichever is appropriate, shall have the right to put any or all
of the Employee's Ordinary Shares to the Company within twelve (12) months after
death or within six (6) months after retirement or disability. The price at
which such put or call is exercisable shall be equal to the appraised value, in
each case measured as of the date of termination.

            (e) If the Company should (i) terminate the Term of Employment and
the Employee's employment herein without Serious Cause, or (ii) if the Employee
should terminate the Term of Employment and his employment hereunder for Good
Reason, the Company shall continue to pay the Employee his base salary for a
period of one year from such termination. In addition, the Employee shall be
entitled to (A) any accrued but unpaid salary, (B) any earned but unpaid bonus
from a prior fiscal year, (C) reimbursement of business expenses incurred prior
to the date of termination, and (D) travel and housing allowances under Section
9 for three months after the date of termination, and (E) reasonable relocation
expenses from Bermuda to the United States.

            (f) In the event of the liquidation of the Company or in the event
that the Board of Directors elects to discontinue permanently operating the
Company, the Term of Employment and the Employee's employment herein shall be
terminated as of the date of such liquidation or discontinuance and the Company
shall pay the Employee (i) any accrued but unpaid salary, (ii) any earned but
unpaid bonus from a prior fiscal year, (iii) unreimbursed business expenses
incurred prior to the date of termination, (iv) travel and housing allowances
under Section 9 for two months after the date of termination, and (v) reasonable
relocation expenses from Bermuda to the United States. In addition, the Employee
shall be entitled to receive one year's base salary from the date on which the
Employee's employment is terminated.

Section:  12.           Change of Control

            (a) Notwithstanding any other provision contained herein, the
Employee's Initial Options and other options issued under the Company's share
option plans that are not then exercisable shall become exercisable (and be
deemed to be vested) on the date on which a Change of Control of the Company
occurs. In addition, restricted Ordinary Shares granted under any of the
Company's share option plans shall immediately vest upon a Change of Control of
the Company.

            (b) If (i) the employment of the Employee is terminated by the
Company (or successor thereto) without Serious Cause or (ii) the Employee
terminates employment with the Company (or successor thereto) for Good Reason or
because of the failure of a successor to the Company to expressly assume and
agree to perform this Agreement, within the period commencing on

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the date that a Change of Control is formally proposed to the Company's Board of
Directors and ending on the first anniversary of the date on which such Change
of Control occurs, then the Employee shall be entitled to receive (in lieu of
the benefits described in Section 11): (1) any accrued but unpaid salary, (2) a
lump sum payment equal to two times such Employee's annual base salary as of the
date of termination, (3) any accrued but unpaid bonus from a prior fiscal year,
(4) reimbursement of business expenses incurred prior to the date of
termination, (5) travel and housing allowances under Section 9 for one year
following the date of termination, (6) reasonable relocation expenses from
Bermuda to the United States, together with (7) a gross-up of any income taxes
payable by the Employee by reason of such payments occurring in connection with
a change of control.

      The Employee shall not be entitled to any benefits or other entitlements
under this section unless a Change of Control actually occurs.

            (c) A "Change of Control" of the Company shall be deemed to have
occurred if (i) any "person" (as such term is defined in Section 3(a)(9) and as
used in Sections 13(d) and 14(d) of the Securities Exchange Act of 1934 (the
"Exchange Act"), excluding the Company or any of its subsidiaries, a trustee or
any fiduciary holding securities under an employee benefit plan of the Company
or any of its subsidiaries, an underwriter temporarily holding securities
pursuant to an offering of such securities or a corporation owned, directly or
indirectly, by shareholders of the Company in substantially the same proportion
as their ownership of the Company, is or becomes the "beneficial owner" (as
defined in rule 13d-3 under the Exchange Act), directly or indirectly, of
securities ("Voting Securities"); (ii) during any period of not more than two
years, individuals who constitute the Board of Directors of the Company (the
"Board") as of the beginning of the period and any new director (other than a
director designated by a person who has entered into an agreement with the
Company to effect a transaction described in clause (i) or (iii) of this
sentence) whose election by the Board or nomination for election by the
Company's shareholders was approved by a vote of at least two-thirds (2/3) of
the directors then still in office who either were directors at such time or
whose election or nomination for election was previously so approved, cease for
any reason to constitute a majority thereof; (iii) the shareholders of the
Company approve a merger, consolidation or reorganization or a court of
competent jurisdiction approves a scheme of arrangement of the Company, other
than a merger, consolidation, reorganization or scheme of arrangement which
would result in the Voting Securities of the Company outstanding immediately
prior thereto continuing to represent (either by remaining outstanding or by
being converted into Voting Securities of the surviving entity) at least 50% of
the combined voting power of the Voting Securities of the Company or such
surviving entity outstanding immediately after such merger, consolidation,
reorganization or scheme of arrangement; or (iv) the shareholders of the Company
approve a plan of complete liquidation of the

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Company or any agreement for the sale of substantially all of the Company's
assets.

Section:  13.           Agreement Not to Compete

            (a) The Employee hereby covenants and agrees that at no time during
the Term of Employment nor for a period of (i) one year immediately following
the termination of the Employee's employment by the Company without Serious
Cause or by the Employee for Good Reason or (ii) two years following the
termination of the Employee's employment for any other reason, will he for
himself or on behalf of any other person, partnership, company or corporation,
directly or indirectly, acquire any financial or beneficial interest in (except
as provided in the next sentence) any entity engaged in any business directly
competitive to the business engaged in by the Company or the Operating Company
at the time of such termination of employment. Notwithstanding the preceding
sentence, the Employee shall not be prohibited from owning less than one (1%)
percent of any publicly traded corporation, whether or not such corporation is
in competition with the Company or the Operating Company. Additionally, the
Employee will not become employed by any non-United States entity engaged in a
directly competitive business. Furthermore, the employee will not enter into
competition with the Company or Operating Company for a period of two years
following termination. For purposes of this Employment Agreement, "competition"
will mean soliciting business from any clients of the Company and/or Operating
Company. Clients of the Company and/or Operating Company are those companies for
whom the Company and/or Operating Company has reinsured business during the
Employee's period of employment under this agreement.

            (b) The Employee hereby covenants and agrees that, at all times
during the Term of Employment and for a period of two years immediately
following the termination thereof, the Employee shall not directly or indirectly
employ or seek to employ any person or entity employed at that time by the
Company or any of its subsidiaries, or otherwise encourage or entice such person
or entity to leave such employment.

Section:  14.     Confidential Information

            (a) The Employee agrees to keep secret and retain in the strictest
confidence all confidential matters which relate to the Company or any affiliate
of the Company, including, without limitation, customer lists, client lists,
trade secrets, pricing policies and other business affairs of the Company and
any affiliate of the Company learned by him from the Company or any such
affiliate or otherwise before or after the date of this Agreement, and not to
disclose any such confidential matter to anyone outside the Company or any of
its affiliates, whether during or after his period of service with the Company,
except as may be required in the course of a legal or governmental proceeding.
Upon request by

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the Company the Employee agrees to deliver promptly to the Company upon
termination of his services for the Company, or at any time thereafter as the
Company may request, all Company or affiliate memoranda, notes, records,
reports, manuals, drawings, designs, computer files in any media and other
documents (and all copies thereof) relating to the Company's or any affiliate's
business and all property of the Company or any affiliate associated therewith,
which he may then possess or have under his control.

Section:  15.           Remedy

            (a) Should the Employee engage in or perform, either directly or
indirectly, and of the acts prohibited by Sections 13 or 14 hereof, it is agreed
that the Company shall be entitled to full injunctive relief, to be issued by
any competent court of equity, enjoining and restraining the Employee and each
and every other person, firm, organization, association, or corporation
concerned therein, from the continuance of such violative acts. The foregoing
remedy available to the Company shall not be deemed to limit or prevent the
exercise by the Company shall not be deemed to limit or prevent the exercise by
the Company of any or all further rights and remedies which may be available to
the Company hereunder or at law or in equity.

            (b) The Employee acknowledges and agrees that the covenants
contained in this Agreement are fair and reasonable in light of the
consideration paid hereunder, and the invalidity or unenforceability of any
particular provision, or part of any provision, of this Agreement shall not
affect the other provisions or parts hereof. If any provision hereof is
determined to be invalid or unenforceable by a court of competent jurisdiction,
the Employee shall negotiate in good faith to provide the Company with
protection as nearly equivalent to that found to be invalid or unenforceable and
if any such provision shall be so determined to be invalid or unenforceable by
reason of the duration or geographical scope of the covenants contained therein,
such duration or geographical scope, or both, shall be considered to be reduced
to a duration or geographical scope to the extent necessary to cure such
invalidity.

Section:  16.           Successors and Assigns

      This Agreement shall be binding upon and inure to the benefit of the
Employee, his heirs, executors, administrators and beneficiaries, and the
Company, the Operating Company and their successors and assigns.

Section:  17.           Governing Law

      This Agreement shall be governed by and construed and enforced in
accordance with the laws of the State of New York, without reference to rules
relating to conflicts of law.

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Section:  18.           Entire Agreement

      This Agreement constitutes the full and complete understanding and
agreement of the parties and supersedes all prior understandings and agreements
as to employment of the Employee. This Agreement cannot be amended, changed,
modified or terminated without the written consent of the parties hereto.

Section:  19.           Waiver of Breach

      The waiver by either party of a breach of any term of this Agreement shall
not operate nor be construed as a waiver of any subsequent breach thereof.

Section:  20.           Notices

      Any notice, report, request or other communication given under this
Agreement shall be written and shall be effective upon delivery when delivered
personally, by Federal Express or by fax.

      Unless otherwise notified by any of the parties, notices shall be sent to
the parties as follows:


      To Employee:                  John F. Burke
                                    104 Johnny Cake Lane
                                    Glastonbury, CT 06033

      To the Company:               Annuity & Life Reassurance, Ltd.
                                    Cumberland House
                                    PO Box HM 98
                                    Hamilton, HM AX, Bermuda


Section:  21.           Severability

      If any one or more of the provisions contained in this Agreement shall be
invalid, illegal or unenforceable in any respect under any applicable law, the
validity, legality and enforceability of the remaining provisions contained
herein shall not in any way be affected or impaired thereby.

Section:  22.           Counterparts

      This Agreement may be executed in one or more counterparts, each of which
shall be deemed to be an original but all of which together will constitute one
and the same instrument.

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





                                    /s/ John F. Burke
                                    -----------------
                                        John F. Burke

                                    Annuity & Life Re (Holdings), Ltd.

                                    By: /s/ Lawrence Doyle
                                        ------------------
                                            Lawrence Doyle

                                    Annuity & Life Reassurance, Ltd.

                                    By: /s/ Lawrence Doyle
                                        ------------------
                                            Lawrence Doyle

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