thousands of dollars and shares in a Bermuda insurer, is over.

An out of court settlement has closed the door on the case involving Belvedere Insurance Co., a property casualty insurer in run-off and its parent Caliban Holdings Ltd. Caliban was the target of a suit by former company executive and shareholder, Vanessa Ellen (Johnson) Thomas.

Ms Thomas' lawyer, Mark Diel of Smith, Barnard & Diel, said this week, "I'm happy that the parties have managed to sort out their differences and settle the matter.'' Ms Thomas, a Bermudian living in England, had actually flown to Bermuda this year to try to resolve the issue. She returned to the UK in May.

She said from her Brighton home this week that the parties agreed to a prepared statement which read: "Caliban Holdings Ltd., Belvedere Insurance Co. Ltd. and Vanessa Thomas have settled all outstanding matters (among) themselves to the satisfaction of all parties. All actions have been, or will be shortly discontinued. The terms of the settlement are strictly confidential and between the parties alone.'' But Ms Thomas had previously indicated that she would pursue the matter until the bitter end.

Just last March, The Court of Appeal allowed a Caliban appeal and set aside a judgment against the firm by Ms Thomas.

She was the beneficial owner of 5,000 Class A Caliban shares, which she acquired in a management buy-out when she was employed as vice president and treasurer at Caliban subsidiary, Belvedere Insurance Co. Ltd.

She was a party to a written November 1990 shareholders' agreement which provided for the repurchase by the company of the shares, if she left the firm.

Her employment terminated November 1992. Nearly two years later in September 1994, Caliban gave her formal notice that they wished to repurchase the shares in accordance with the agreement.

She failed to comply and the company took legal action the following February.

Last November, Ms Thomas, represented by Mark Diel of Smith, Barnard & Diel, won an application to strike out Caliban's claim. Puisne Judge Justice Meerabux also refused Caliban leave for appeal.

But the company's lawyer, Alan Dunch of Mello, Hollis, Jones & Martin, took the case directly to the Court of Appeals, which led to the March ruling in the company's favour.

Caliban maintained that Ms Thomas was no longer a shareholder, once called upon to return the shares. The former employee lamented that the company tried to force her to sell the shares for less than $15,000, although she said she paid $50,000 for them.

After the Meerabux ruling in November, Ms Thomas sued the company for hundreds of thousands of dollars in dividends she said she didn't receive as a shareholder. Mr. Dunch argued that she ceased being a shareholder more than two years before.

She asked the court to order that she be paid dividends, amounting to at least $362,400, for her 5,000 shares.

Ms Thomas said she discovered near the end of last year that two dividends, totaling $72.48 per share were paid out for the year.

Justice Meerabux ruled that at the point at which her employment was terminated, she ceased to be a party to the agreement. And hence the allegations set out in the statement of claim did not give rise to a cause of action.

But writing for the three Appeals Court Judges, Justice Cons concluded: "With every respect to the Judge, we find ourselves unable to agree.'' The three Justices, including President Astwood and Justice Kempster, allowed the appeal and set aside the order made by Justice Meerabux.

Mrs. Thomas had also initiated a separate action against Belvedere chairman Colin O'Connor, claiming that he reneged on her option to buy 1,000 additional shares in the company -- an option agreement she tried unsuccessfully to exercise. Mr. O'Connor is off the Island and on vacation until Monday and Mr.

Dunch was not available for comment.

COURTS CTS