Sagicor Financial : SFC Restricted Share Unit Plan

SAGICOR FINANCIAL COMPANY LTD.

RESTRICTED SHARE UNIT PLAN

This Plan has been established by Sagicor Financial Company Ltd. (the "Company") to assist the Company in the recruitment and retention of highly qualified employees and consultants by providing a means to reward superior performance, to motivate Participants under the Plan to achieve important corporate and personal objectives and, through the issuance of Share Units in the Company to Participants under the Plan, to better align the interests of Participants with the long-term interests of Shareholders.

Section 2 Plan Definitions and Interpretations

1. In this Plan, the following terms have the following meanings:
   "Account" means the bookkeeping account established and maintained by the Company for each Participant in which the number of Share Units of the Participant are recorded;
   "Affiliate" has the meaning given to it in National Instrument 45-106 - Prospectus Exemptions;
   "Applicable Law" means any applicable provision of law, domestic or foreign, including, without limitation, applicable securities legislation, together with all regulations, rules, policy statements, rulings, notices, orders or other instruments promulgated thereunder and Stock Exchange Rules;
   "Beneficiary" means any person designated by the Participant as his or her beneficiary under the Plan in accordance with Section 13 or, failing any such effective designation, the Participant's legal representative;
   "Board" means the Board of Directors of the Company;
   "Cause" means: (i) if the Participant has an employment agreement with the Company or a Designated Subsidiary in which "cause" or "just cause" is defined, "cause" or "just cause" as defined therein; (ii) if the Participant does not have an employment agreement with the Company or a Designated Subsidiary or the employment agreement does not contain a definition of "cause" or "just cause", as defined in the Grant Certificate (if applicable); or (iii) in all other cases, (A) the inability of the Participant to perform his duties due to a legal impediment such as an injunction, restraining order or other type of judicial judgment, decree or order entered against the Participant; (B) any material breach by the Participant of his obligations under any code of ethics, code of business conduct or any lawful policies or procedures of the Company or a Designated Subsidiary in effect from time to time; (C) excessive absenteeism, flagrant neglect of duties, serious misconduct, or conviction of crime or fraud; and (D) any other act or omission of the Participant employed outside the United States which would in law

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permit an employer to, without notice or payment in lieu of notice, terminate the employment of an employee;

"Change of Control" means:

1. the acquisition whether directly or indirectly, by a person or company, or any persons or companies acting jointly or in concert (as determined in accordance with the Securities Act (Ontario) and the rules and regulations thereunder) of voting securities of the Company which, together with any other voting securities of the Company held by such person or company or persons or companies, constitute, in the aggregate, more than 50% of all issued and outstanding voting securities of the Company;
2. an amalgamation, merger, scheme of arrangement or other form of business combination of the Company with another company which results in the holders of voting securities of that other company holding, in the aggregate, 50% or more of all issued and outstanding voting securities of the Company (including a merged, amalgamated or surviving company) resulting from the business combination;
3. a majority of the members of the Board are replaced during any 12-month period by Directors whose appointment or election is not approved by a majority of the members of the Board prior to the date of the appointment or election of such Director; or
4. the sale, lease or exchange of all or substantially all of the property of the Company to another person, other than an Affiliate of the Company;

"Committee" means the Compensation and Human Resources Committee of the Board;

"Company" means Sagicor Financial Company Ltd. and its respective successors and assigns, and any reference in the Plan to action by the Company means action by or under the authority of the Board or any person or committee that has been designated for the purpose by the Board including, without limitation, the Committee;

"Designated Subsidiary" means an entity which is controlled by the Company and which has been designated by the Company for purposes of the Plan from time to time, and for the purposes of this definition, a person (first person) is considered to control another person (second person) if the first person, directly or indirectly, has the power to direct the management and policies of the second person by virtue of:

1. ownership of or direction over voting securities in the second person;
2. a written agreement or indenture;
3. being the general partner or controlling the general partner of the second person; or

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1. being a trustee of the second person;

"Director" means a member of the Board;

"Eligible Consultant" means a person, other than an Employee, that (i) is engaged to provide on a bona fide basis consulting, technical, management or other services to the Company or any Designated Subsidiary under a written contract with the Company or the Designated Subsidiary, (ii) in the reasonable opinion of the Company, spends or will spend a significant amount of time and attention on the affairs and business of the Company or a Designated Subsidiary, and (iii) does not provide services in connection with the offer or sale of securities in a capital-raising transaction and does not directly or indirectly promote or maintain a market for the registrant's securities;

"Employee" means an employee of the Company or any of its Designated Subsidiaries or any combination or partnership of such entities;

"Employer" means the Company, the Designated Subsidiary or the combination or partnership of such entities that employs the Participant or that employed the Participant immediately prior to the Participant's Termination Date;

"Equity Interests" means the issued and outstanding Shares;

"Expiry Date" means, with respect to Share Units granted to a Participant, the date determined by the Company for such purpose for such grant and set forth in the underlying Grant Agreement, which date shall, unless otherwise provided in the Grant Agreement, be no later than the date which is two years after the Participant's Termination Date and shall, in all cases, be in compliance with the applicable requirements pertaining to the exception to the application of the salary deferral arrangement rules in paragraph 248(1)(k) of the Income Tax Act (Canada), as such section may be amended or re- enacted from time to time;

"Fiscal Year" means a fiscal year of the Company;

"Grant Agreement" means an agreement between the Company and a Participant under which Share Units are granted, together with such amendments, deletions or changes thereto as are permitted under the Plan;

"Grant Date" of a Share Unit means the date a Share Unit is granted to a Participant under the Plan;

"Insider" has the meaning provided for purposes of the TSX relating to Security Based Compensation Arrangements;

"Market Value" with respect to a Share as at any date means the volume weighted average trading price of the Shares on the TSX for the five (5) trading days on which a board lot of Shares (determined in accordance with Stock Exchange Rules) was traded immediately preceding such date (or on any such other stock exchange on which the Shares are then listed and posted for trading as may be selected for such purpose by the

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Board). In the event that the Shares are not listed and posted for trading on any stock exchange, the Market Value shall be the Market Value of the Shares as determined by the Board in its discretion;

"Participant" means a bona fide full-time or part-time Employee, an Eligible Consultant or a Director who, in any such case, has been designated by the Company for participation in the Plan;

"Payout Date" means a date selected by the Company, in accordance with and as contemplated by Sections 3(2), 6(1) and 7(3);

"Plan" means this Restricted Share Unit Plan;

"Reorganization" means any (i) capital reorganization, (ii) merger, (iii) amalgamation, or (iv) scheme of arrangement or other scheme of reorganization;

"Section 409A" means Section 409A of the U.S. Internal Revenue Code of 1986, as amended, and the Treasury Regulations promulgated thereunder as in effect from time to time;

"Security Based Compensation Arrangement" has the meaning defined in the provisions of the TSX Company Manual relating to security based compensation arrangements;

"Shareholders" means the holders of Shares;

"Shares" mean common shares of the Company and includes any securities of the Company into which such common shares may be converted, reclassified, redesignated, subdivided, consolidated, exchanged or otherwise changed, pursuant to a Reorganization or otherwise pursuant to Section 9;

"Share Unit" means a unit credited to a Participant's Account, representing the right to receive, subject to and in accordance with the Plan, for each Vested Share Unit, one Share or cash equal to the Market Value of one Share, at the time, in the manner, and subject to the terms, set forth in the Plan and the applicable Grant Agreement;

"Stock Exchange Rules" means the applicable rules of any stock exchange upon which Shares are listed;

"Termination Date" means the date on which a Participant ceases, for any reason including resignation, termination, death or disability, to be an active Employee, an Eligible Consultant, or a Director, as the case may be, and, in the case of a Participant who is an Employee, where the employment is terminated by the Employer, whether wrongful or for Cause or otherwise, such date shall be the date notice of termination is provided and, in the case of a Participant who is an Eligible Consultant, the date the written contract between the Eligible Consultant and the Company or any Designated Subsidiary is terminated or expires and the Eligible Consultant no longer provides services thereunder;

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"TSX" means the Toronto Stock Exchange; and

"Vested Share Units" shall mean Share Units in respect of which all vesting terms and conditions set forth in the Plan and the applicable Grant Agreement have been either satisfied or waived in accordance with the Plan.

1. In this Plan, unless the context requires otherwise, words importing the singular number may be construed to extend to and include the plural number, and words importing the plural number may be construed to extend to and include the singular number.

Section 3 Grant of Share Units and Terms

1. The Company may grant Share Units to such Participant or Participants in such number and at such times as the Company may, in its sole discretion, determine, as a bonus or similar payment in respect of services rendered by the Participant in the year of grant or a later year, in exchange for security-based compensation of a Designated Subsidiary held by the Participant or to which the Participant may be entitled, or otherwise as compensation, including as an incentive for future performance by the Participant.
2. In granting any Share Units pursuant to Section 3(1), the Company shall designate in the Grant Agreement:
3. 1. the number of Share Units which are being granted to the Participant;
   2. any time-based or performance-based conditions as to vesting of the Share Units to become Vested Share Units;
   3. the Payout Date, which shall in no event be later than the Expiry Date and, unless otherwise set forth in the Grant Agreement, shall be the final date the Share Units become Vested Share Units; and
   4. the Expiry Date.
4. The conditions may relate to all or any portion of the Share Units in a grant and may be graduated such that different percentages of the Share Units in a grant will become Vested Share Units depending on the extent of satisfaction of one or more such conditions. The Company may, in its discretion and having regard to the best interests of the Company, subsequent to the Grant Date of a Share Unit, waive any resulting conditions, provided that unless otherwise specifically provided by the Company the waiver of such conditions will not accelerate the time of payment with respect to such Share Units, and the payout will occur on the Payout Date as set forth in the Grant Agreement or pursuant to Section 7(3) of the Plan, if applicable.
5. Notwithstanding anything to the contrary herein, if Share Units would be materially less beneficial to a Participant than options, the Board may, in its sole discretion, grant options to purchase common shares in lieu of Share Units to certain Participants and such grants of options shall be governed by the terms and conditions of this Plan, mutatis mutandis, except that the Board may, in its sole discretion, amend the terms and