Registration No. 333-______

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   -----------

                                    FORM S-8
                             REGISTRATION STATEMENT

                                      UNDER
                           THE SECURITIES ACT OF 1933

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

                            WESTBRIDGE CAPITAL CORP.

             (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

     DELAWARE                                                  73-1165000
(State of Incorporation)                                  (IRS Employer

                                                          Identification No.)

                           777 Main Street, Suite 900
                             Fort Worth, Texas 76102

                    (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)

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

                            WESTBRIDGE CAPITAL CORP.
                           1996 RESTRICTED STOCK PLAN

                            (FULL TITLE OF THE PLAN)

                                ----------------
                               Patrick J. Mitchell
                            WESTBRIDGE CAPITAL CORP.

                           777 Main Street, Suite 900
                             Fort Worth, Texas 76102

                                 (817) 878-3306

            (NAME, ADDRESS AND TELEPHONE NUMBER OF AGENT FOR SERVICE)

                                   Copies to:

                              Robert S. Reder, Esq.
                         Milbank, Tweed, Hadley & McCloy

                             1 Chase Manhattan Plaza
                            New York, New York 10005

                                 (212) 530-5000

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

                         CALCULATION OF REGISTRATION FEE

<TABLE>
<CAPTION>

                                      Proposed         Proposed Maximum
Title of Securities  Amount to be   Maximum Offering   Aggregate          Amount of
to be Registered     Registered(1)  Price Per Share(2) Offering Price     Registration Fee
===================  =============  ================  =================  ==================
<S>                  <C>           <C>               <C>                <C>
  Common Stock
(par value $.01       1,000,000
   per share)         shares              $10            $10,000,000            $3,030
===================  =============  ================  =================  ==================
<FN>
(1)  Pursuant to Rule 457(h)(1) of the Securities and Exchange Commission under
     the Securities Act of 1933, the amount of the registration fee has been
     computed with respect to the maximum number of shares issuable under the
     plan.

(2)  Estimated solely for purposes of calculating the registration fee pursuant
     to Rule 457(c) on the basis of the average of the high and low prices
     reported on the New York Stock Exchange composite transactions on March 25,
     1997.
</FN>
</TABLE>

                                        1

<PAGE>

PART I

ITEM 1.           PLAN INFORMATION

This Registration Statement relates to the registration of 1,000,000 shares of
Common Stock, $.10 par value per share, of WESTBRIDGE CAPITAL CORP. (the
"Registrant") to be awarded under the Westbridge Capital Corp. 1996 Restricted
Stock Plan (the "Plan"). Documents containing the information required by Part I
of the Registration Statement will be sent or given to participants in the Plan
as specified by Rule 428(b). Such documents are not filed with the Securities
and Exchange Commission (the "Commission" or the "SEC") either as part of this
Registration Statement or as prospectuses or prospectus supplements pursuant to
Rule 424 in reliance on Rule 428.

ITEM 2.           REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION

The Registrant will, upon written or oral request, provide without charge to any
person to whom the Prospectus relating to this Registration Statement is
delivered, a copy of any and all of the information which has been incorporated
by reference in such Prospectus and this Registration Statement (pursuant to
Item 3 of Part II below). Such requests should be directed to the Secretary,
Westbridge Capital Corp., 777 Main Street, Suite 900, Fort Worth, Texas 76102
(telephone: 817- 878-3300).

PART II

ITEM 3.           INCORPORATION OF DOCUMENTS BY REFERENCE

The following documents filed or to be filed with the Commission are
incorporated by reference in this Registration Statement:

     (a)  The Registrant's Annual Report on Form 10-K for the fiscal year ended
          December 31, 1996.

     (b)  The description of the Common Stock of the Registrant contained in the
          Registration Statement on Form S-1, and amendments thereto (Commission
          File No. 333-24137), filed by the Registrant under the Securities Act
          of 1933 with the SEC on March 28, 1997.

     (c)  All  documents  filed by the  Registrant  pursuant to Sections  13(a),
          13(c),  14 and/or 15(d) of the  Securities  Exchange  Act of 1934,  as
          amended  (the  "Exchange  Act") after the date hereof and prior to the
          filing of a post-effective  amendment to this  Registration  Statement
          which  indicates that all securities  offered hereby have been sold or
          which  deregisters  all  securities  then remaining  unsold,  shall be
          deemed to be incorporated by reference  herein and to be a part hereof
          from the date of filing of

                                        2

<PAGE>

          such reports and documents. Any statement contained in a document
          incorporated or deemed to be incorporated by reference herein shall be
          deemed modified or superseded for purposes of this Registration
          Statement to the extent that a statement contained herein or in any
          other subsequently filed document that also is incorporated or deemed
          to be incorporated by reference herein modifies or supersedes such
          statement. Any such statement so modified or superseded shall not be
          deemed, except as so modified or superseded, to constitute a part of
          this Registration Statement.

ITEM 4.           DESCRIPTION OF SECURITIES

Not applicable.

ITEM 5.           INTEREST OF NAMED EXPERTS AND COUNSEL

Not applicable.

ITEM 6.           INDEMNIFICATION OF DIRECTORS AND OFFICERS

Section 145 of the Delaware General Corporation Law, INTER ALIA, generally
empowers a Delaware corporation to indemnify any person who was or is a party or
is threatened to be made a party to any threatened, pending or completed action,
suit or proceeding by reason of the fact that such person is or was a director,
officer, employee or agent of another corporation or other enterprise, against
expenses (including attorneys' fees), judgments, fines and amounts paid in
settlement actually and reasonably incurred by him in connection with such
action, suit or proceeding if he acted in good faith and in a manner he
reasonably believed to be in or not opposed to the best interest of the
corporation, and, with respect to any criminal action or proceeding, had no
reasonable cause to believe his conduct was unlawful. Similar indemnity is
authorized for such person against expense (including attorneys' fees) actually
and reasonably incurred in connection with the defense or settlement of any such
threatened, pending or completed action or suit if such person acted in good
faith and in a manner he reasonably believed to be in or not opposed to the best
interests of the corporation, and provided further that (unless a court of
competent jurisdiction otherwise provides) such person shall not have been
adjudged liable to the corporation. Any such indemnification may be made only as
authorized in each specific case upon a determination by the shareholders or
disinterested directors or by independent legal counsel in a written opinion
that indemnification is proper because the indemnitee has met the applicable
standard of conduct.

Section 145 further authorizes a corporation to purchase and maintain insurance
on behalf of any person who is or was a director, officer, employee or agent of
the corporation, or is or was serving at the request of the corporation as a
director, officer, employee or agent of another corporation or enterprise,
against any liability asserted against him, and incurred by him in any such
capacity, or arising out of his status as such, whether or not the corporation
would otherwise have the power to indemnify him under Section 145.

                                        3

<PAGE>

The Registrant's Restated Certificate of Incorporation provides that, to the
fullest extent permitted by Delaware law, no director of the Registrant shall be
personally liable to the Registrant or its stockholders for monetary damages for
breach of fiduciary duties as a director. The effect of these provisions is to
eliminate the rights of the Registrant and its stockholders (through
stockholders' derivative suits on behalf of the Registrant) to recover monetary
damages against a director for breach of fiduciary duty as a director (including
breaches resulting from grossly negligent conduct). This provision does not
exonerate the directors from liability under federal securities laws nor does it
limit the availability of non-monetary relief in any action or proceeding
against a director. In addition, the Registrant's By-laws effective June 24,
1994 provides that the Registrant shall, to the fullest extent permitted by
Delaware Law, indemnify its officers and directors against liabilities, cost and
expenses as provided by Delaware Law. Insofar as indemnification for liabilities
arising under the Securities Act may be permitted to directors, officers or
others pursuant to the foregoing provisions, the Registrant has been informed
that in the opinion of the Commission, such indemnification is against public
policy as expressed in the Securities Act and is therefore unenforceable.

ITEM 7.           EXEMPTION FROM REGISTRATION CLAIMED

Not applicable.

ITEM 8.           LIST OF EXHIBITS

     4.1  Restated Certificate of Incorporation of the Registrant. (Incorporated
          by reference to Exhibit 3.1 of the Registrant's Registration Statement
          on Amendment No. 1 to Form S-1 (Commission File No.  33-81380),  filed
          under the Securities  Act of 1933, as amended,  with the Commission on
          September 26, 1994.)

     4.2  Bylaws of the Registrant. (Incorporated by reference to Exhibit 3.7 of
          the Registrant's Registration Statement on Form S-1, as amended
          (Commission File No. 33-81380), filed under the Securities Act of
          1933, as amended, with the Commission on July 11, 1994.)

     4.3  Westbridge Capital Corp. 1996 Restricted Stock Plan.

     5    Opinion of Milbank, Tweed, Hadley & McCloy as to the legality of the
          Common Stock registered hereby.

     23.1 Consent of Milbank, Tweed, Hadley & McCloy (contained in the opinion
          included as Exhibit 5).

     23.2 Consent of Price Waterhouse LLP.

     24   Powers of Attorney (included on signature pages).

                                        4

<PAGE>

ITEM 9.           UNDERTAKINGS

The undersigned Registrant hereby undertakes:

     1.   To file, during any period in which offers or sales are being made, a
          post-effective amendment to this Registration Statement:

          (i)  To include any  prospectus  required  by Section  10(a)(3) of the
               Securities Act of 1933;

          (ii) To reflect in the prospectus any facts or events arising after
               the effective date of this Registration Statement (or the most
               recent post-effective amendment thereof) which, individually or
               in the aggregate, represent a fundamental change in the
               information set forth in this Registration Statement.
               Notwithstanding the foregoing, any increase or decrease in volume
               of securities offered (if the total dollar value of securities
               offered would not exceed that which was registered) and any
               deviation from the low or high and of the estimated maximum
               offering range may be reflected in the form of prospectus filed
               with the Commission pursuant to Rule 424(b) if, in the aggregate,
               the changes in volume and price represent no more than 20 percent
               change in the maximum aggregate offering price set forth in the
               "Calculation of Registration Fee" table in the effective
               registration statement; and

          (iii)To include any material information with respect to the plan of
               distribution not previously disclosed in this Registration
               Statement or any material change to such information in this
               Registration Statement;

provided, however, that paragraphs (1)(i) and (1)(ii) do not apply if this
Registration Statement is on Form S-3, Form S-8, and the information required to
be included in a post-effective amendment by those paragraphs is contained in
periodic reports filed by the registrant pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934 that are incorporated by reference in this
Registration Statement;

     2.   That, for the purpose of determining any liability under the
          Securities Act of 1933, each such post-effective amendment shall be
          deemed to be a new Registration Statement relating to the securities
          offered therein, and the offering of such securities at that time
          shall be deemed to be the initial BONA FIDE offering thereof;

     3.   To remove from registration by means of a post-effective amendment any
          of the securities  being  registered  which remain  unallocated at the
          termination of the Plan;

     4.   That, for purposes of determining  any liability  under the Securities
          Act of 1933, each filing of the registrant's annual report pursuant to
          Section 13(a) or 15(d) of the

                                        5

<PAGE>

          Securities Exchange Act of 1934 that is incorporated by reference in
          the Registration Statement shall be deemed to be a new registration
          statement relating to the securities offered therein, and the offering
          of such securities at that time shall be deemed to be the initial BONA
          FIDE offering thereof; and

     5.   Insofar  as   indemnification   for  liabilities   arising  under  the
          Securities  Act of 1933 may be  permitted to  directors,  officers and
          controlling  persons  of the  Registrant  pursuant  to  the  foregoing
          provisions,  or otherwise, the Registrant has been advised that in the
          opinion of the Securities and Exchange Commission such indemnification
          is against  public  policy as expressed in the Act and is,  therefore,
          unenforceable.  In the event that a claim for indemnification  against
          such liabilities (other than the payment by the Registrant of expenses
          incurred or paid by a director,  officer or controlling  person of the
          Registrant  in  the  successful   defense  of  any  action,   suit  or
          proceeding)  is  asserted  by such  director,  officer or  controlling
          person  in  connection  with  the  securities  being  registered,  the
          Registrant  will,  unless in the opinion of its counsel the matter has
          been  settled  by  controlling   precedent,   submit  to  a  court  of
          appropriate  jurisdiction the question whether such indemnification by
          it is  against  public  policy  as  expressed  in the Act and  will be
          governed by the final adjudication of such issue.

                                        6

<PAGE>

                                   SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, WESTBRIDGE CAPITAL
CORP. certifies that it has reasonable grounds to believe that it meets all of
the requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized in Fort Worth, Texas on the 26th day of March, 1997.

                                            WESTBRIDGE CAPITAL CORP.

                                            By:/S/ MARTIN E. KANTOR

                                            Martin E. Kantor
                                            Chairman of the Board
                                            and Chief Executive Officer

Each person whose individual signature appears below hereby makes, constitutes
and appoints Martin E. Kantor to sign for such person and in such person's name
and capacity indicated below, any and all amendments to this Registration
Statement, including any and all post-effective amendments.

Pursuant to the requirements of the Securities Act of 1933, this Registration
Statement has been signed on March 26, 1997 by the following persons in the
capacities indicated:

NAME                                  TITLE

/S/ MARTIN E. KANTOR                  Chairman of the Board, Director
Martin E. Kantor                      and Chief Executive Officer

/S/ JAMES W. THIGPEN                  Director; President;
James W. Thigpen                      Chief Operating Officer

/S/ MARVIN H. BERKELEY                Director
Marvin H. Berkeley

/S/ ARTHUR W. FEINBERG                Director
Arthur W. Feinberg

/S/ GEORGE M. GARFUNKEL               Director
George M. Garfunkel

                                        7

<PAGE>

NAME                                  TITLE

/S/ PETER J. MILLOCK                  Director
Peter J. Millock, Esq.

/S/ GLENN O. PHILLIPS                 Director
Glenn O. Phillips

/S/ JOSEPH C. SIBIGTROTH              Director
Joseph C. Sibigtroth

/S/ BARTH P. WALKER                   Director
Barth P. Walker

/S/ PATRICK J. MITCHELL               Executive Vice President, Chief Financial
Patrick J. Mitchell                   Officer and Treasurer (principal
                                      financial and accounting officer)

                                        8

<PAGE>

                                  EXHIBIT INDEX

Exhibit

 NO.                  DOCUMENT

4.1  Restated  Certificate of Incorporation  of the Registrant  (Incorporated by
     reference  to Exhibit 3.1 of the  Registrant's  Registration  Statement  on
     Amendment No. 1 to Form S-1 (Commission File No. 33-81380),  filed with the
     SEC on September 26, 1994)

4.2  Bylaws of the Registrant  (Incorporated  by reference to Exhibit 3.7 of the
     Registrant's  Registration  Statement  on Form S-1, as amended  (Commission
     File No. 33-81380), filed with the SEC on July 11, 1994)

4.3  Westbridge Capital Corp. 1996 Restricted Stock Plan.

5    Opinion of Milbank, Tweed, Hadley & McCloy

23.1 Consent of Milbank, Tweed, Hadley & McCloy (included in Exhibit 5)

23.2 Consent of Price Waterhouse LLP

24   Powers of Attorney (included in the Signature Page)

                                        9

<PAGE>

                                                                     EXHIBIT 4.3

                            WESTBRIDGE CAPITAL CORP.

                           1996 RESTRICTED STOCK PLAN

     1. PURPOSE. The purpose of the 1996 Restricted Stock Plan (the "Plan") is
(a) to further and promote the interests of Westbridge Capital Corp. (the
"Company"), its Subsidiaries and its shareholders by enabling the Company and
its Subsidiaries to attract, retain and motivate non-employee directors (though
annual non-discretionary, fixed-formula grants of restricted stock), and
employees, independent insurance agents and consultants of or to the Company or
its Subsidiaries, or those who will become employees, independent insurance
agents and consultants of or to the Company or its Subsidiaries (through
discretionary grants of restricted stock), and (b) to align further the
interests of all those individuals and the Company's shareholders. To do this,
the Plan offers restricted stock awards to provide, upon vesting, such employees
with a proprietary interest in maximizing the growth, profitability and overall
success of the Company and its Subsidiaries.

     2.  DEFINITIONS.  For purposes of the Plan, the following  terms shall have
the meanings set forth below:

          2.1 "AWARD" means an award or grant made to a Participant under
     Sections 6 or 7 of the Plan.

          2.2 "AWARD AGREEMENT" means the agreement executed by a Participant
     pursuant to the Plan in connection with the granting of an Award.

          2.3 "BOARD" means the Board of Directors of the Company, as
     constituted from time to time.

          2.4 "CHANGE IN CONTROL" means a change in the effective ownership or
     control of the Company as described and defined in Section 12.4 of the
     Plan.

          2.5 "CODE" means the Internal Revenue Code of 1986, as in effect and
     as amended from time to time, or any successor statute thereto, together
     with any rules, regulations and interpretations promulgated thereunder or
     with respect thereto.

          2.6 "COMMITTEE"  means the committee of the Board described in Section
     3 of the Plan.

<PAGE>

          2.7 "COMMON STOCK" means the Common Stock, par value $.10 per share,
     of the Company or any security of the Company issued by the Company in
     substitution or exchange therefor.

          2.8 "COMPANY" means Westbridge Capital Corp., a Delaware corporation,
     or any successor corporation to Westbridge Capital Corp.

          2.9 "DISABILITY" means the Participant's inability to render, for a
     period of six consecutive months, services to the Company and any
     Subsidiary by reason of a physical or mental disability which is determined
     in writing to be total and permanent by a physician selected in good faith
     by the Company.

          2.10 "ELIGIBLE DIRECTOR" means each member of the Company's Board who
     is not a Qualified Independent Contractor or an employee of the Company
     (and/or any parent or subsidiary thereof), and who has not been such during
     the one year period immediately preceding (a) the Initial Grant Date (with
     respect to any Initial Grant to such member) and (b) any Annual Grant Date
     (with respect to any Annual Grant to such member), as such terms are
     defined in Section 7 of the Plan

          2.11 "EXCHANGE ACT" means the Securities Exchange Act of 1934, as in
     effect and as amended from time to time, or any successor statute thereto,
     together with any rules, regulations and interpretations promulgated
     thereunder or with respect thereto.

          2.12 "FAIR MARKET VALUE" means on, or with respect to, any given date,
     the average of the highest and lowest market prices of the Common Stock, as
     reported on the consolidated transaction reporting system for the New York
     Stock Exchange for such date or, if the Common Stock was not traded on such
     date, on the next preceding day on which the Common Stock was traded.

          2.13 "PARTICIPANT" means any individual who is selected under Section
     5 of the Plan to receive an Award under Section 6 of the Plan or who
     automatically receives an award under Section 7 of the Plan.

          2.14 "PLAN" means the Westbridge Capital Corp. 1996 Restricted Stock
     Plan, as set forth herein and as in effect and as amended from time to time
     (together with any rules and regulations promulgated by the Committee with
     respect thereto).

          2.15 "QUALIFIED INDEPENDENT CONTRACTOR" means any insurance agent or
     consultant retained or engaged by the Company or any Subsidiary to perform
     services for, or engage in business activities on behalf of, the Company or
     any Subsidiary.

          2.16 "RESTRICTED SHARES" means the restricted shares of Common Stock
     granted pursuant to (a) the provisions of Sections 6 and 7 of the Plan and
     (b) the Award Agreement related to any such Award.

                                        2

<PAGE>

          2.17 "RETIREMENT" means (a) in the case of an Award under Section 6 of
     the Plan, the voluntary retirement by the Participant (other than a
     Qualified Independent Contractor) from active employment with the Company
     and its Subsidiaries on or after the attainment of age 65, and (b) in the
     case of an Award under Section 7 of the Plan, the voluntary resignation of
     any Eligible Director after age 75.

          2.18 "SUBSIDIARY(IES)" means any corporation (other than the Company)
     in an unbroken chain of corporations, including and beginning with the
     Company, if each of such corporations, other than the last corporation in
     the unbroken chain, owns, directly or indirectly, more than fifty percent
     (50%) of the voting stock in one of the other corporations in such chain,
     or any other corporation designated by the Board from time to time.

         3.       ADMINISTRATION.

          3.1 THE COMMITTEE. The Plan shall be administered by the Committee.
     The Committee shall be appointed from time to time by the Board and shall
     be comprised of not less than three (3) of the then members of the Board
     all of whom qualify to administer the Plan as disinterested persons within
     the meaning of Rule 16b-3, as promulgated by the Securities and Exchange
     Commission ("SEC") under Section 16(b) of the Exchange Act, or any
     successor rule or regulation thereto, as such Rule is amended or applied
     from time to time ("SEC Rule 16b-3"). No member of the Committee shall be
     eligible to receive awards under the Plan, other than an automatic award
     under Section 7 of the Plan. Consistent with the Bylaws of the Company,
     members of the Committee shall serve at the pleasure of the Board and the
     Board, subject to the immediately preceding sentence, may at any time and
     from time to time remove members from, or add members to, the Committee.

          3.2 PLAN ADMINISTRATION AND PLAN RULES. Subject to Section 3.4 of the
     Plan, The Committee is authorized to construe and interpret the Plan and to
     promulgate, amend and rescind rules and regulations relating to the
     implementation, administration and maintenance of the Plan. Subject to the
     terms and conditions of the Plan, the Committee shall make all
     determinations necessary or advisable for the implementation,
     administration and maintenance of the Plan including, without limitation,
     (a) selecting the Participants for awards under Section 6 of the Plan, (b)
     making Awards under Section 6 of the Plan in such amounts and form as the
     Committee shall determine, (c) imposing such restrictions, terms and
     conditions upon Awards made under Section 6 of the Plan as the Committee
     shall deem appropriate, and (d) correcting any technical defect or
     technical omission, or reconciling any technical inconsistency, in the Plan
     and/or any Award Agreement. The Committee may designate persons other than
     members of the Committee to carry out the day-to-day administration of the
     Plan under such conditions and limitations as it may prescribe, except that
     the Committee shall not delegate its authority with regard to selection for
     participation in respect of Section 5 of the Plan and/or the granting of
     any Awards to Participants under Section 6 of the Plan. The Committee's
     determinations under the Plan (other than those in respect of Eligible
     Directors who receive Awards under Section 7 of the Plan) need not be
     uniform and may be made selectively among Participants, whether or not such
     Participants are similarly situated. Any determination, decision or action
     of the Committee in connection with the construction, interpretation,
     administration, implementation or maintenance of the Plan shall be final,
     conclusive and binding

                                        3

<PAGE>

     upon all Participants and any person(s) claiming under or through any
     Participants. The Company shall effect the granting of Awards under the
     Plan by execution of written agreements and/or other instruments in such
     form, subject to the terms and provisions of the Plan, as is approved by
     the Committee.

                                        4

<PAGE>

          3.3 LIABILITY LIMITATION. Neither the Board nor the Committee, nor any
     member of either, shall be liable for any act, omission, interpretation,
     construction or determination made in good faith in connection with the
     Plan (or any Award Agreement), and the members of the Board and the
     Committee shall be entitled to indemnification and reimbursement by the
     Company and any Subsidiary in respect of any claim, loss, damage or expense
     (including, without limitation, attorneys' fees) arising or resulting
     therefrom to the fullest extent permitted by law and/or under any directors
     and officers liability insurance coverage which may be in effect from time
     to time.

          3.4 NON-DISCRETIONARY AWARDS. Notwithstanding anything in the Plan to
     the contrary, any and all decisions and determinations regarding the
     pricing, granting, timing, or amount of, or eligibility for, any Restricted
     Shares automatically granted to Eligible Directors under Section 7 of the
     Plan shall be automatic and determined exclusively under the terms and
     provisions contained in Sections 5.2 and 7 of the Plan. Such automatic and
     exclusive decisions and determinations shall not be subject to the
     discretion of any individual or committee of individuals, including,
     without limitation, the Committee.

         4.       TERM OF PLAN/COMMON STOCK SUBJECT TO PLAN.

          4.1 TERM. The Plan shall terminate on December 31, 2005, except with
     respect to Awards then outstanding. After such date no further Awards shall
     be granted under the Plan.

          4.2 COMMON STOCK.

          4.2.1 The maximum number of shares of Common Stock in respect of which
     Awards may be granted under Section 6 of the Plan, subject to adjustment as
     provided in Section 11.2 of the Plan, shall not exceed 875,000 shares.

          4.2.2 The maximum number of shares of Common Stock in respect of which
     Awards may granted under Section 7 of the Plan, subject to adjustment under
     Section 11.2 of the Plan, shall not exceed 125,000 shares.

          4.2.3 In the event of a change in the Common Stock of the Company that
     is limited to a change in the designation thereof to "Capital Stock" or
     other similar designation, or to a change in the par value thereof, or from
     par value to no par value, without increase or decrease in the number of
     issued shares, the shares resulting from any such change shall be deemed to
     be the Common Stock for purposes of the Plan. Common Stock which may be
     issued under the Plan may be either authorized and unissued shares or
     issued shares which have been reacquired by the Company and which are being
     held as treasury shares. No fractional shares of Common Stock shall be
     issued under the Plan, unless the Committee determines otherwise.

          4.3 COMPUTATION OF AVAILABLE SHARES. For the purpose of computing the
     total number of shares of Common Stock available for Awards under the Plan,
     there shall be counted against the limitations set forth in Section 4.2 of
     the Plan the number of shares of Common Stock issued under grants of
     Restricted Shares pursuant to Sections 6 or 7 of the Plan. If any Awards
     are

                                        5

<PAGE>

     forfeited, the shares of Common Stock which were theretofore subject (or
     potentially subject) to such Awards shall again be available for Awards
     under the Plan to the extent of such forfeiture.

                                        6

<PAGE>

         5.       ELIGIBILITY.

          5.1 EMPLOYEES. Only key employees and Qualified Independent
     Contractors of the Company and its Subsidiaries, as determined by the
     Committee in its sole discretion, including (without limitation) directors
     of the Company who are also officers of the company or its subsidiaries,
     may participate in the Plan (other than Section 7 of the Plan) and receive
     an Award under Section 6 of the Plan. The Committee shall have full
     authority to determine (a) those individuals who are key employees or
     Qualified Independent Contractors to whom Restricted Shares will be granted
     under Section 6 of the Plan, and (b) the timing, pricing, amount and other
     terms of such a grant under the Plan (other than grants under Section 7 of
     the Plan), consistent with the terms and provisions of the Plan.

          5.2 ELIGIBLE  DIRECTORS.  Each Eligible  Director shall  automatically
     participate in Section 7 of the Plan.  Eligible  Directors are not eligible
     for discretionary grants of Restricted Shares under Section 6 of the Plan.

         6.  RESTRICTED SHARES.

          6.1 TERMS AND CONDITIONS. Grants of Restricted Shares (other than
     grants under Section 7 of the Plan) shall be subject to the terms and
     conditions set forth in this Section 6 and any additional terms and
     conditions, not inconsistent with the express terms and provisions of the
     Plan, as the Committee shall set forth in the relevant Award Agreement.
     Subject to the terms of the Plan, the Committee shall determine the number
     of Restricted Shares to be granted to a Participant under this Section 6
     and the Committee may provide or impose different terms and conditions on
     any particular Restricted Shares granted under this Section 6 to any
     Participant. With respect to each Participant receiving an Award of
     Restricted Shares, there shall be issued a stock certificate (or
     certificates) in respect of such Restricted Shares. Such stock
     certificate(s) shall be registered in the name of such Participant, shall
     be accompanied by a stock power duly executed in blank by such Participant,
     and shall bear, among other required legends, the following legend:

         "The transferability of this certificate and the shares of stock
         represented hereby are subject to the terms and conditions (including,
         without limitation, forfeiture events) contained in the Westbridge
         Capital Corp. 1996 Restricted Stock Plan and an Award Agreement entered
         into between the registered owner hereof and Westbridge Capital Corp.
         Copies of such Plan and Award Agreement are on file in the office of
         the Secretary of Westbridge Capital Corp., Fort Worth, Texas.
         Westbridge Capital Corp. will furnish to the recordholder of the
         certificate, without charge and upon written request at its principal
         place of business, a copy of such Plan and Award Agreement. Westbridge
         Capital Corp. reserves the right to refuse to record the transfer of
         this certificate until all such restrictions are satisfied, all such
         terms are complied with and all such conditions are satisfied."

     Such stock certificate evidencing such shares shall, in the sole discretion
     of the Compensation Committee, be deposited with and held in custody by the
     Company until the restrictions thereon shall have lapsed and all of the
     terms and conditions applicable to such grant shall have been satisfied.

                                        7

<PAGE>

          6.2 RESTRICTED SHARE GRANTS. A grant of Restricted Shares under this
     Section 6 is an Award of shares of Common Stock granted to a Participant,
     subject to such restrictions, terms and conditions as the Committee deems
     appropriate, including, without limitation, (a) restrictions on the sale,
     assignment, transfer, hypothecation or other disposition of such shares,
     (b) the requirement that the Participant deposit such shares with the
     Company while such shares are subject to such restrictions, and (c) the
     requirement that such shares be forfeited if the Plan is not approved by
     the Company's shareholders and/or upon termination of employment for
     specified reasons within a specified period of time or for other reasons.

          6.3 RESTRICTION PERIOD. In accordance with Sections 6.1 and 6.2 of the
     Plan and unless otherwise determined by the Committee (in its sole
     discretion) at any time and from time to time, Restricted Shares granted
     under this Section 6 shall only become unrestricted and vested in the
     Participant in accordance with such vesting schedule relating to the
     service performance or other restriction applicable to such Restricted
     Shares, if any, as the Committee may establish in the relevant Award
     Agreement (the "Restriction Period"). Notwithstanding the preceding
     sentence, in no event shall the Restriction Period be less than six (6)
     months after the date of grant. During the Restriction Period, such stock
     shall be and remain unvested and a Participant may not sell, assign,
     transfer, pledge, encumber or otherwise dispose of or hypothecate such
     Award. Upon satisfaction of the vesting schedule and any other applicable
     restrictions, terms and conditions, the Participant shall be entitled to
     receive payment of the Restricted Shares or a portion thereof, as the case
     may be, as provided in Section 6.4 of the Plan.

          6.4 PAYMENT OF RESTRICTED SHARE GRANTS. After the satisfaction and/or
     lapse of the restrictions, terms and conditions established by the
     Committee in respect of a grant of Restricted Shares, a new certificate,
     without the legend set forth in Section 6.1 of the Plan, for the number of
     shares of Common Stock which are no longer subject to such restrictions,
     terms and conditions shall, as soon as practicable thereafter, be delivered
     to the Participant.

          6.5 SHAREHOLDER RIGHTS. A Participant shall have, with respect to the
     shares of Common Stock underlying a grant of Restricted Shares, all of the
     rights of a shareholder of such stock (except as such rights are limited or
     restricted under the Plan or in the relevant Award Agreement). Any stock
     dividends paid in respect of unvested Restricted Shares shall be treated as
     additional Restricted Shares and shall be subject to the same restrictions
     and other terms and conditions that apply to the unvested Restricted Shares
     with respect to which such stock dividends are issued.

         7.       NON-EMPLOYEE DIRECTOR GRANTS.

          7.1 INITIAL GRANTS. Subject to adjustment under Section 11.2 of the
     Plan and the approval of the Plan at the Company's 1996 annual shareholders
     meeting (the "1996 Meeting"), 5,000 Restricted Shares shall automatically
     be granted to an Eligible Director immediately following the Company's
     annual shareholders meeting at which the Eligible Director is first elected
     to the Board (the "Initial Grant Date"), such fixed, automatic grants to
     commence with the 1996 Meeting (each, an "Initial Grant").

                                        8

<PAGE>

          7.2 ANNUAL GRANTS. Subject to adjustment under Section 11.2 of the
     Plan and the approval of the Plan at the 1996 Meeting, 1,000 Restricted
     Shares shall automatically be granted each year, immediately following the
     Company's annual shareholders meeting in such year (the "Annual Grant
     Date"), to each Eligible Director at such time who does not receive, in
     respect of such annual meeting, an automatic grant under Section 7.1 of the
     Plan, such fixed, automatic grants to commence with the 1996 Meeting (each,
     an "Annual Grant").

          7.3 VESTING. All Restricted Shares granted under this Section 7 shall
     become 100% vested on the first anniversary of the Initial Grant Date or
     the Annual Grant Date that relates to any such Award. Upon vesting, the
     Eligible Director shall be entitled to receive payment of the Restricted
     Shares, as provided in Section 7.9 of the Plan.

          7.4 TERMINATION. If an Eligible Director's membership on the Board
     terminates for any reason (other than Retirement, Disability or due to
     death) all unvested Restricted Shares shall be forfeited by such Eligible
     Director. If an Eligible Director's membership on the Board terminates due
     to Retirement, Disability or death all unvested Restricted Shares shall be
     automatically 100% vested as of the date of any such termination.

          7.5 APPLICATION. Notwithstanding anything in the Plan to the contrary,
     the provisions of Sections 6 and 12 of the Plan shall not be applicable to
     any Restricted Shares automatically granted to Eligible Directors under
     this Section 7.

          7.6 MEMBERSHIP RIGHTS. Neither the Plan, nor the granting of any
     Restricted Shares under this Section 7, nor any other action taken pursuant
     to the Plan or this Section 7, shall constitute or be evidence of any
     agreement or understanding, express or implied, that any member of the
     Board has any right to continue as a director of the Company for any period
     of time or at any particular rate of compensation.

          7.7 LEGEND. With respect to each Eligible Director receiving an Award
     of Restricted Shares, there shall be issued a stock certificate (or
     certificates) in respect of such Restricted Shares. Such stock
     certificate(s) shall be registered in the name of such Eligible Director,
     shall be accompanied by a stock power duly executed in blank by such
     Eligible Director, and shall bear, among other required legends, the
     following legend:

         "The transferability of this certificate and the shares of stock
         represented hereby are subject to the terms and conditions (including,
         without limitation, forfeiture events) contained in the Westbridge
         Capital Corp. 1996 Restricted Stock Plan and an Award Agreement entered
         into between the registered owner hereof and Westbridge Capital Corp.
         Copies of such Plan and Award Agreement are on file in the office of
         the Secretary of Westbridge Capital Corp., Fort Worth, Texas.
         Westbridge Capital Corp. will furnish to the recordholder of the
         certificate, without charge and upon written request at its principal
         place of business, a copy of such Plan and Award Agreement. Westbridge
         Capital Corp. reserves the right to refuse to record the transfer of
         this certificate until all such restrictions are satisfied, all such
         terms are complied with and all such conditions are satisfied."

                                        9

<PAGE>

     Such stock certificate evidencing such shares shall, in the sole discretion
     of the Committee, be deposited with and held in custody by the Company
     until the restrictions thereon shall have lapsed and all of the terms and
     conditions applicable to such grant shall have been satisfied.

          7.8 SHAREHOLDER RIGHTS. Each Eligible Director shall have, with
     respect to the shares of Common Stock underlying a grant of Restricted
     Shares, all of the rights of a holder of such stock (except as such rights
     are limited or restricted under the Plan or in the relevant Award
     Agreement). Any stock dividends paid in respect of unvested Restricted
     Shares shall be treated as additional Restricted Shares and shall be
     subject to the same restrictions and other terms and conditions that apply
     to the unvested Restricted Shares with respect to which such stock
     dividends are issued.

          7.9 PAYMENT. After the satisfaction and/or lapse of the restrictions,
     terms and conditions in respect of a grant of Restricted Shares, a new
     certificate, without the legend set forth in Section 7.7 of the Plan, for
     the number of shares of Common Stock which are no longer subject to such
     restrictions, terms and conditions shall, as soon as practicable
     thereafter, be delivered to the Eligible Director.

          8. DEFERRAL ELECTIONS/TAX REIMBURSEMENTS. The Committee may permit a
     Participant to elect to defer receipt of any delivery of shares of Common
     Stock that would otherwise be due to such Participant by virtue of the
     vesting of any Award made under the Plan. If any such election is
     permitted, the Committee shall establish rules and procedures for such
     deferrals, including, without limitation, the payment or crediting of
     reasonable interest on such deferred amounts credited in cash, and the
     payment or crediting of dividend equivalents in respect of deferrals
     credited in units of Common Stock. The Committee may also provide in the
     relevant Award Agreement for a tax reimbursement cash payment to be made by
     the Company in favor of any Participant in connection with the tax
     consequences resulting from the grant, vesting, or settlement of any Award
     made under the Plan.

          9. TERMINATION OF EMPLOYMENT. Subject to the terms and conditions of
     Section 6 of the Plan, if, and to the extent that, the terms and conditions
     under which an Award granted under Section 6 of the Plan may become vested
     after or as a result of a Participant's service termination or termination
     of employment for any particular reason shall not have been set forth (a)
     in the relevant Award Agreement, by and as determined by the Committee in
     its sole discretion, or (b) in the Participant's employment or other
     agreement, if any, the following terms and conditions shall apply as
     appropriate and as not inconsistent with the terms and conditions, if any,
     contained in such Award Agreement and/or employment or other agreement.

          9.1 PRIOR TO VESTING. If a Participant's employment or services with
     the Company and its Subsidiaries is terminated for any reason (including,
     without limitation, Disability, Retirement or death) prior to the actual or
     deemed (under Section 12 of the Plan) satisfaction and/or lapse of the
     restrictions, terms and conditions applicable to a grant of Restricted
     Shares made pursuant to Section 6 of the Plan, such Restricted Shares shall
     immediately be cancelled and the Participant (and such Participant's
     estate, designated beneficiary or other legal representative) shall forfeit
     any rights or interests in and with respect to any such Restricted Shares.

                                       10

<PAGE>

          9.2 COMMITTEE DISCRETION. Notwithstanding anything to the contrary in
     this Section 9, the Committee, in its sole discretion, may determine, prior
     to or within ninety (90) days after the date of any such termination, that
     all or a portion of any Restricted Shares granted under Section 6 of the
     Plan shall not be so cancelled and forfeited.

          10. NON-TRANSFERABILITY OF AWARDS. Prior to vesting, no Award under
     the Plan or any Award Agreement, and no rights or interests herein or
     therein, shall or may be assigned, transferred, sold, exchanged,
     encumbered, pledged, or otherwise hypothecated or disposed of by a
     Participant or any beneficiary(ies) of any Participant, except by
     testamentary disposition by the Participant or the laws of descent and
     distribution. Prior to vesting, no such interest shall be subject to
     execution, attachment or similar legal process, including, without
     limitation, seizure for the payment of the Participant's debts, judgements,
     alimony, or separate maintenance.

         11.      CHANGES IN CAPITALIZATION AND OTHER MATTERS.

          11.1 NO CORPORATE ACTION RESTRICTION. The existence of the Plan, any
     Award Agreement and/or the Awards granted hereunder shall not limit, affect
     or restrict in any way the right or power of the Board or the shareholders
     of the Company to make or authorize (a) any adjustment, recapitalization,
     reorganization or other change in the Company's or any Subsidiary's capital
     structure or its business, (b) any merger, consolidation or change in the
     ownership of the Company or any Subsidiary, (c) any issue of bonds,
     debentures, capital, preferred or prior preference stocks ahead of or
     affecting the Company's or any Subsidiary's capital stock or the rights
     thereof, (d) any dissolution or liquidation of the Company or any
     Subsidiary, (e) any sale or transfer of all or any part of the Company's or
     any Subsidiary's assets or business, or (f) any other corporate act or
     proceeding by the Company or any Subsidiary. No Participant, beneficiary or
     any other person shall have any claim against any member of the Board or
     the Committee, the Company or any Subsidiary, or any employees, officers or
     agents of the Company or any subsidiary, as a result of any such action.

          11.2 RECAPITALIZATION ADJUSTMENTS. In the event of any change in
     capitalization affecting the Common Stock of the Company, including,
     without limitation, a stock dividend or other distribution, stock split,
     reverse stock split, recapitalization, consolidation, subdivision,
     split-up, spin-off, split-off, combination or exchange of shares or other
     form of reorganization or recapitalization, or any other change affecting
     the Common Stock, proportionate adjustments to the Awards shall be made to
     reflect such change, including, without limitation, with respect to the
     aggregate number of shares of the Common Stock for which Awards in respect
     thereof may be granted under the Plan, the maximum number of shares of the
     Common Stock which may be granted or awarded to any Participant, and the
     number of shares of the Common Stock covered by each outstanding Award.

         12.      CHANGE IN CONTROL.

          12.1 ACCELERATION OF AWARDS VESTING. Anything in the Plan to the
     contrary notwithstanding, if a Change in Control of the Company occurs all
     restrictions, terms and conditions applicable to all Restricted Shares
     granted under Section 6 of the Plan shall be deemed lapsed and satisfied as
     of the date of the Change in Control. The immediately preceding sentence
     shall apply

                                       11

<PAGE>

     to only those Participants granted Awards under Section 6 of the Plan and
     (a) who are providing services to or are employed by the Company and/or one
     of its Subsidiaries as of the date of the Change in Control, or (b) to whom
     Section 12.3 below is applicable.

          12.2 PAYMENT AFTER CHANGE IN CONTROL. Within thirty (30) days after a
     Change in Control occurs, the holder of an Award of Restricted Shares shall
     receive a new certificate for such shares without the legend set forth in
     Section 6 of the Plan.

          12.3 TERMINATION AS A RESULT OF A CHANGE OF CONTROL. Anything in the
     Plan to the contrary notwithstanding, if a Change in Control occurs and if
     the Participant's employment or services is terminated before such Change
     in Control and it is reasonably demonstrated by the Participant that such
     employment or service termination (a) was at the request, directly or
     indirectly, of a third party who has taken steps reasonably calculated to
     effect the Change in Control, or (b) otherwise arose in connection with or
     in anticipation of the Change in Control, then for purposes of this Section
     12, the Change in Control shall be deemed to have occurred immediately
     prior to such Participant's employment or service termination.

          12.4 CHANGE IN CONTROL. For the purpose of this Agreement,  "Change in
     Control" shall mean:

               12.4.1 The acquisition, after the effective date of the Plan, by
          an individual, entity or group (within the meaning of Section 13(d)(3)
          or 14(d)(2) of the Exchange Act) of beneficial ownership (within the
          meaning of Rule 13d-3 promulgated under the Exchange Act) of 20% or
          more of either (a) the shares of the Common Stock, or (b) the combined
          voting power of the voting securities of the Company entitled to vote
          generally in the election of directors (the "Voting Securities");
          PROVIDED, HOWEVER, that the following acquisitions shall not
          constitute a Change in Control: (x) any acquisition by any employee
          benefit plan (or related trust) sponsored or maintained by the Company
          or any Subsidiary, or (y) any acquisition by any corporation if,
          immediately following such acquisition, more than 80% of the then
          outstanding shares of common stock of such corporation and the
          combined voting power of the then outstanding voting securities of
          such corporation (entitled to vote generally in the election of
          directors), is beneficially owned, directly or indirectly, by all or
          substantially all of the individuals and entities who, immediately
          prior to such acquisition, were the beneficial owners of the Common
          Stock and the Voting Securities in substantially the same proportions,
          respectively, as their ownership, immediately prior to such
          acquisition, of the Common Stock and Voting Securities; or

               12.4.2 Individuals who, as of the effective date of the Plan,
          constitute the Board (the "Incumbent Board") cease for any reason to
          constitute at least a majority of the Board; PROVIDED, HOWEVER, that
          any individual becoming a director subsequent to the Closing whose
          election, or nomination for election by the Company's shareholders,
          was approved by a vote of at least a majority of the directors then
          serving and comprising the Incumbent Board shall be considered as
          though such individual were a member of the Incumbent Board, but
          excluding, for this purpose, any such individual whose initial
          assumption of office occurs as a result of either an actual or
          threatened election contest (as such terms are used in

                                       12

<PAGE>

          Rule 14a-11 of Regulation 14A promulgated under the Exchange Act) or
          other actual or threatened solicitation of proxies or consents; or

               12.4.3 Approval by the shareholders of the Company of a
          reorganization, merger or consolidation, other than a reorganization,
          merger or consolidation with respect to which all or substantially all
          of the individuals and entities who were the beneficial owners,
          immediately prior to such reorganization, merger or consolidation, of
          the Common Stock and Voting Securities beneficially own, directly or
          indirectly, immediately after such reorganization, merger or
          consolidation more than 80% of the then outstanding common stock and
          voting securities (entitled to vote generally in the election of
          directors) of the corporation resulting from such reorganization,
          merger or consolidation in substantially the same proportions as their
          respective ownership, immediately prior to such reorganization, merger
          or consolidation, of the Common Stock and the Voting Securities; or

               12.4.4 Approval by the shareholders of the Company of (a) a
          complete liquidation or dissolution of the Company, or (b) the sale or
          other disposition of all or substantially all of the assets of the
          Company or the National Foundation Life Insurance Co., other than to a
          Subsidiary, wholly-owned, directly or indirectly, by the Company. For
          purposes of the Plan, and without limiting the generality of the
          preceding sentence, the sale or other disposition by the Company of
          more than 50% of the common stock or the voting securities (entitled
          to vote generally in the election of directors) of National Foundation
          Life Insurance Co. shall be deemed to constitute a sale or other
          disposition of substantially all the assets of the Company.

         13.      AMENDMENT, SUSPENSION AND TERMINATION.

          13.1 IN GENERAL. The Board may suspend or terminate the Plan (or any
     portion thereof) at any time and may amend the Plan at any time and from
     time to time in such respects as the Board may deem advisable to insure
     that any and all Awards conform to or otherwise reflect any change in
     applicable laws or regulations, or to permit the Company or the
     Participants to benefit from any change in applicable laws or regulations,
     or in any other respect the Board may deem to be in the best interests of
     the Company or any Subsidiary; PROVIDED, HOWEVER, that, notwithstanding
     anything to the contrary contained in the Plan, the terms and provisions of
     Section 7 of the Plan shall not be amended more than once every six months,
     other than to comport with changes in the Code, the Employee Retirement
     Income Security Act of 1974, as amended, and the rules and regulations
     thereunder; PROVIDED, FURTHER, HOWEVER, that no amendment to the Plan
     shall, without shareholder approval (a) except as provided in Section 11 of
     the Plan, materially increase the number of shares of Common Stock which
     may be issued under the Plan, (b) materially modify the requirements as to
     eligibility for participation in the Plan, (c) materially increase the
     benefits accruing to Participants under the Plan (this Section 13.1(c)
     shall not apply to any amendment or modification of any Award Agreement
     permitted under Section 13.2 if such amendment or modification would not
     require shareholder approval under SEC Rule 16b-3), or (d) extend the
     termination date of the Plan. No such amendment, suspension or termination
     shall (x) materially adversely affect the rights of any Participant under
     any outstanding Restricted Share grants, without the consent of such
     Participant,

                                       13

<PAGE>

     or (y) make any change that would disqualify the Plan, or any other plan of
     the Company or any Subsidiary intended to be so qualified, from the
     exemption provided by SEC Rule 16b-3.

          13.2 AWARD AGREEMENTS. The Committee may (in its sole discretion)
     amend or modify at any time and from time to time the terms and provisions
     of any outstanding Restricted Share grants, in any manner to the extent
     that the Committee under the Plan or any Award Agreement could have
     initially determined the restrictions, terms and provisions of such
     Restricted Share grants, including, without limitation, changing or
     accelerating the date or dates as of which such Restricted Share grants
     shall become vested. No such amendment or modification shall, however,
     materially adversely affect the rights of any Participant under any such
     Award without the consent of such Participant.

         14.      MISCELLANEOUS.

          14.1 TAX WITHHOLDING. The Company shall have the right to deduct from
     any payment or settlement under the Plan, including, without limitation,
     the delivery, transfer or vesting of any Common Stock or Restricted Shares,
     any federal, state, local or other taxes of any kind which the Committee,
     in its sole discretion, deems necessary to be withheld to comply with the
     Code and/or any other applicable law, rule or regulation. If the Committee,
     in its sole discretion, permits shares of Common Stock to be used to
     satisfy any such tax withholding, such Common Stock shall be valued based
     on the Fair Market Value of such stock as of the date the tax withholding
     is required to be made, such date to be determined by the Committee. The
     Committee may establish rules limiting the use of Common Stock to meet
     withholding requirements by Participants who are subject to Section 16 of
     the Exchange Act.

          14.2 NO RIGHT TO EMPLOYMENT. Neither the adoption of the Plan, the
     granting of any Award, nor the execution of any Award Agreement, shall
     confer upon any employee or Qualified Independent Contractor of the Company
     or any Subsidiary any right to continued employment with or retention by
     the Company or any Subsidiary, as the case may be, nor shall it interfere
     in any way with the right, if any, of the Company or any Subsidiary to
     terminate the employment of any employee or the services of any Qualified
     Independent Contractor at any time for any reason.

          14.3 UNFUNDED PLAN. The Plan shall be unfunded and the Company shall
     not be required to segregate any assets in connection with any Awards under
     the Plan. Any liability of the Company to any person with respect to any
     Award under the Plan or any Award Agreement shall be based solely upon the
     contractual obligations that may be created as a result of the Plan or any
     such award or agreement. No such obligation of the Company shall be deemed
     to be secured by any pledge of, encumbrance on, or other interest in, any
     property or asset of the Company or any Subsidiary. Nothing contained in
     the Plan or any Award Agreement shall be construed as creating in respect
     of any Participant (or beneficiary thereof or any other person) any equity
     or other interest of any kind in any assets of the Company or any
     Subsidiary or creating a trust of any kind or a fiduciary relationship of
     any kind between the Company, any Subsidiary and/or any such Participant,
     any beneficiary thereof or any other person.

                                       14

<PAGE>

          14.4 OTHER COMPANY BENEFIT AND COMPENSATION PROGRAMS. Payments and
     other benefits received by a Participant under an Award made pursuant to
     the Plan shall not be deemed a part of a Participant's compensation for
     purposes of the determination of benefits under any other employee welfare
     or benefit plans or arrangements, if any, provided by the Company or any
     Subsidiary unless expressly provided in such other plans or arrangements,
     or except where the Board expressly determines in writing that inclusion of
     an Award or portion of an Award should be included to accurately reflect
     competitive compensation practices or to recognize that an Award has been
     made in lieu of a portion of competitive annual base salary or other cash
     compensation. Awards under the Plan may be made in addition to, in
     combination with, or as alternatives to, grants, awards or payments under
     any other plans or arrangements of the Company or its Subsidiaries. The
     existence of the Plan notwithstanding, the Company or any Subsidiary may
     adopt such other compensation plans or programs and additional compensation
     arrangements as it deems necessary to attract, retain and motivate
     employees.

          14.5 LISTING, REGISTRATION AND OTHER LEGAL COMPLIANCE. No Awards or
     shares of the Common Stock shall be required to be issued or granted under
     the Plan unless legal counsel for the Company shall be satisfied that such
     issuance or grant will be in compliance with all applicable federal and
     state securities laws and regulations and any other applicable laws or
     regulations. The Committee may require, as a condition of any payment or
     share issuance, that certain agreements, undertakings, representations,
     certificates, and/or information, as the Committee may deem necessary or
     advisable, be executed or provided to the Company to assure compliance with
     all such applicable laws or regulations. Certificates for shares of the
     Restricted Shares and/or Common Stock delivered under the Plan may be
     subject to such stock-transfer orders and such other restrictions as the
     Committee may deem advisable under the rules, regulations, or other
     requirements of the Securities and Exchange Commission, any stock exchange
     upon which the Common Stock is then listed, and any applicable federal or
     state securities law. In addition, if, at any time specified herein (or in
     any Award Agreement or otherwise) for (a) the making of any Award, or the
     making of any determination, (b) the issuance or other distribution of
     Restricted Shares and/or Common Stock, or (c) the payment of amounts to or
     through a Participant with respect to any Award, any law, rule, regulation
     or other requirement of any governmental authority or agency shall require
     either the Company, any Subsidiary or any Participant (or any estate,
     designated beneficiary or other legal representative thereof) to take any
     action in connection with any such determination, any such shares to be
     issued or distributed, any such payment, or the making of any such
     determination, as the case may be, shall be deferred until such required
     action is taken. With respect to persons subject to Section 16 of the
     Exchange Act, transactions under the Plan are intended to comply with all
     applicable conditions of SEC Rule 16b-3. To the extent any provision of the
     Plan or any action by the administrators of the Plan fails to so comply
     with such rule, it shall be deemed null and void, to the extent permitted
     by law and deemed advisable by the Committee.

          14.6 AWARD AGREEMENTS. Each Participant receiving an Award under the
     Plan shall enter into an Award Agreement with the Company in a form
     specified by the Committee. Each such Participant shall agree to the
     restrictions, terms and conditions of the Award set forth therein and in
     the Plan.

                                       15

<PAGE>

          14.7 DESIGNATION OF BENEFICIARY. Each Participant to whom an Award has
     been made under the Plan may designate a beneficiary or beneficiaries to
     receive any benefit which under the terms of the Plan and the relevant
     Award Agreement may become payable or issuable on or after the
     Participant's death. At any time, and from time to time, any such
     designation may be changed or cancelled by the Participant without the
     consent of any such beneficiary. Any such designation, change or
     cancellation must be on a form provided for that purpose by the Committee
     and shall not be effective until received by the Committee. If no
     beneficiary has been designated by a deceased Participant, or if the
     designated beneficiaries have predeceased the Participant, the beneficiary
     shall be the Participant's estate. If the Participant designates more than
     one beneficiary, any payments under the Plan to such beneficiaries shall be
     made in equal shares unless the Participant has expressly designated
     otherwise, in which case the payments shall be made in the shares
     designated by the Participant.

          14.8 LEAVES OF ABSENCE/TRANSFERS. The Committee shall have the power
     to promulgate rules and regulations and to make determinations, as it deems
     appropriate, under the Plan in respect of any leave of absence from the
     Company or any Subsidiary granted to a Participant. Without limiting the
     generality of the foregoing, the Committee may determine whether any such
     leave of absence shall be treated as if the Participant has terminated
     employment with the Company or any such Subsidiary. If a Participant
     transfers within the Company, or to or from any Subsidiary, such
     Participant shall not be deemed to have terminated employment as a result
     of such transfers.

          14.9 GOVERNING LAW. The Plan and all actions taken thereunder shall be
     governed by and construed in accordance with the laws of the State of
     Delaware, without reference to the principles of conflict of laws thereof.
     Any titles and headings herein are for reference purposes only, and shall
     in no way limit, define or otherwise affect the meaning, construction or
     interpretation of any provisions of the Plan.

          14.10 EFFECTIVE DATE. The Plan shall be effective upon its approval by
     the Board and adoption by the Company, subject to the approval of the Plan
     by the Company's shareholders in accordance with SEC Rule 16b-3.

          IN WITNESS WHEREOF, the Plan is adopted by the Company on this 19th
     day of April, 1996.

                    WESTBRIDGE CAPITAL CORP.

                    By: /S/ JAMES W. THIGPEN
                    Name: JAMES W. THIGPEN

                    Title: PRESIDENT AND CHIEF OPERATING OFFICER

                                       16

<PAGE>

                                                                       EXHIBIT 5

                                                              March 31, 1997

Westbridge Capital Corp.
777 Main Street

Suite 900
Fort Worth, Texas  76102

Ladies and Gentlemen:

     We have acted as special counsel for Westbridge Capital Corp., a Delaware
corporation (the "Company"), in connection with the registration by the Company
under the Securities Act of 1933, as amended, of 1,000,000 shares of Common
Stock, $.10 par value per share, of the Company ("Common Stock") issuable under
the Westbridge Capital Corp. 1996 Restricted Stock Plan (the "Plan") on a
Registration Statement on Form S-8 (the "Registration Statement") to be filed
with the Securities and Exchange Commission (the "Commission").

     In rendering the opinions hereinafter expressed, we have examined originals
or copies certified or otherwise identified to our satisfaction of all such
records of the Company, agreements and other instruments, certificates of public
officials, certificates of officers and representatives of the Company and such
other documents as we have deemed necessary as a basis for the opinions
expressed below. In our examination, we have assumed (and have not verified) (i)
that the signatures on all documents which we have examined are genuine, (ii)
the authenticity of all documents submitted to us as originals and (iii) the
conformity with authentic original documents of all documents submitted to us as
copies. As to various questions of fact material to such opinions, we have, when
relevant facts were not independently established, relied upon certifications of
officers of the Company and other appropriate persons.

<PAGE>

     Based on the foregoing, and having regard to legal considerations we deem
relevant, we are of the opinion that when said shares of Common Stock have been
registered under the Securities Act of 1933, as amended, and when said shares of
Common Stock have been issued as provided under the Plan, said shares of Common
Stock will be duly authorized, validly issued and outstanding, fully paid and
nonassessable, with no personal liability attaching to the ownership thereof.

     The foregoing opinions are limited to matters involving the federal laws of
the United States of America and the general corporate law of the State of
Delaware, and we do not express any opinion as to the laws of any other
jurisdiction.

     This opinion is addressed to you solely in connection with the matters
referred to herein and is not to be relied upon by any other person, except the
New York Stock Exchange and the Commission, or for any other purpose.

     We hereby consent to the use of this opinion as an Exhibit to the
Registration Statement and further consent to the use of our name wherever it
appears in the Registration Statement and any amendment thereto, and the
Prospectus relating thereto.

                                Very truly yours,

                                    /S/ MILBANK, TWEED, HADLEY & MCCLOY

RSR/MLW

M&A 50835

<PAGE>
                                                                    Exhibit 23.2



                       CONSENT OF INDEPENDENT ACCOUNTANTS


We hereby consent to the incorporation by reference in this
Registration Statement on Form S-8 of our report dated March 14,
1997, appearing on page 38 of Westbridge Capital Corp.'s Annual
Report on Form 10-K for the year ended December 31, 1996.






  /s/ Price Waterhouse LLP   

PRICE WATERHOUSE LLP
Dallas, Texas
April 2, 1997
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{"company-data": {"conformed-name": "WESTBRIDGE CAPITAL CORP", "cik": "0000703701", "assigned-sic": "6321", "irs-number": "731165000", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-24551", "film-number": "97574922"}, "business-address": {"street1": "777 MAIN ST", "street2": "STE 900", "city": "FORT WORTH", "state": "TX", "zip": "76102", "phone": "8178783300"}, "mail-address": {"street1": "777 MAIN ST STE 900", "city": "FORT WORTH", "state": "TX", "zip": "76102"}}
Registration No. 333-______

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   -----------

                                    FORM S-8
                             REGISTRATION STATEMENT

                                      UNDER
                           THE SECURITIES ACT OF 1933

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

                            WESTBRIDGE CAPITAL CORP.

             (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

     DELAWARE                                                  73-1165000
(State of Incorporation)                                  (IRS Employer

                                                          Identification No.)

                           777 Main Street, Suite 900
                             Fort Worth, Texas 76102

                    (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)

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

                            WESTBRIDGE CAPITAL CORP.
                           1996 RESTRICTED STOCK PLAN

                            (FULL TITLE OF THE PLAN)

                                ----------------
                               Patrick J. Mitchell
                            WESTBRIDGE CAPITAL CORP.

                           777 Main Street, Suite 900
                             Fort Worth, Texas 76102

                                 (817) 878-3306

            (NAME, ADDRESS AND TELEPHONE NUMBER OF AGENT FOR SERVICE)

                                   Copies to:

                              Robert S. Reder, Esq.
                         Milbank, Tweed, Hadley & McCloy

                             1 Chase Manhattan Plaza
                            New York, New York 10005

                                 (212) 530-5000

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

                         CALCULATION OF REGISTRATION FEE
Proposed         Proposed Maximum
Title of Securities  Amount to be   Maximum Offering   Aggregate          Amount of
to be Registered     Registered(1)  Price Per Share(2) Offering Price     Registration Fee
===================  =============  ================  =================  ==================
Common Stock
(par value $.01       1,000,000
   per share)         shares              $10            $10,000,000            $3,030
===================  =============  ================  =================  ==================
(1)  Pursuant to Rule 457(h)(1) of the Securities and Exchange Commission under
     the Securities Act of 1933, the amount of the registration fee has been
     computed with respect to the maximum number of shares issuable under the
     plan.

(2)  Estimated solely for purposes of calculating the registration fee pursuant
     to Rule 457(c) on the basis of the average of the high and low prices
     reported on the New York Stock Exchange composite transactions on March 25,
     1997.
1
PART I

ITEM 1.           PLAN INFORMATION

This Registration Statement relates to the registration of 1,000,000 shares of
Common Stock, $.10 par value per share, of WESTBRIDGE CAPITAL CORP. (the
"Registrant") to be awarded under the Westbridge Capital Corp. 1996 Restricted
Stock Plan (the "Plan"). Documents containing the information required by Part I
of the Registration Statement will be sent or given to participants in the Plan
as specified by Rule 428(b). Such documents are not filed with the Securities
and Exchange Commission (the "Commission" or the "SEC") either as part of this
Registration Statement or as prospectuses or prospectus supplements pursuant to
Rule 424 in reliance on Rule 428.

ITEM 2.           REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION

The Registrant will, upon written or oral request, provide without charge to any
person to whom the Prospectus relating to this Registration Statement is
delivered, a copy of any and all of the information which has been incorporated
by reference in such Prospectus and this Registration Statement (pursuant to
Item 3 of Part II below). Such requests should be directed to the Secretary,
Westbridge Capital Corp., 777 Main Street, Suite 900, Fort Worth, Texas 76102
(telephone: 817- 878-3300).

PART II

ITEM 3.           INCORPORATION OF DOCUMENTS BY REFERENCE

The following documents filed or to be filed with the Commission are
incorporated by reference in this Registration Statement:

     (a)  The Registrant's Annual Report on Form 10-K for the fiscal year ended
          December 31, 1996.

     (b)  The description of the Common Stock of the Registrant contained in the
          Registration Statement on Form S-1, and amendments thereto (Commission
          File No. 333-24137), filed by the Registrant under the Securities Act
          of 1933 with the SEC on March 28, 1997.

     (c)  All  documents  filed by the  Registrant  pursuant to Sections  13(a),
          13(c),  14 and/or 15(d) of the  Securities  Exchange  Act of 1934,  as
          amended  (the  "Exchange  Act") after the date hereof and prior to the
          filing of a post-effective  amendment to this  Registration  Statement
          which  indicates that all securities  offered hereby have been sold or
          which  deregisters  all  securities  then remaining  unsold,  shall be
          deemed to be incorporated by reference  herein and to be a part hereof
          from the date of filing of

                                        2
such reports and documents. Any statement contained in a document
          incorporated or deemed to be incorporated by reference herein shall be
          deemed modified or superseded for purposes of this Registration
          Statement to the extent that a statement contained herein or in any
          other subsequently filed document that also is incorporated or deemed
          to be incorporated by reference herein modifies or supersedes such
          statement. Any such statement so modified or superseded shall not be
          deemed, except as so modified or superseded, to constitute a part of
          this Registration Statement.

ITEM 4.           DESCRIPTION OF SECURITIES

Not applicable.

ITEM 5.           INTEREST OF NAMED EXPERTS AND COUNSEL

Not applicable.

ITEM 6.           INDEMNIFICATION OF DIRECTORS AND OFFICERS

Section 145 of the Delaware General Corporation Law, INTER ALIA, generally
empowers a Delaware corporation to indemnify any person who was or is a party or
is threatened to be made a party to any threatened, pending or completed action,
suit or proceeding by reason of the fact that such person is or was a director,
officer, employee or agent of another corporation or other enterprise, against
expenses (including attorneys' fees), judgments, fines and amounts paid in
settlement actually and reasonably incurred by him in connection with such
action, suit or proceeding if he acted in good faith and in a manner he
reasonably believed to be in or not opposed to the best interest of the
corporation, and, with respect to any criminal action or proceeding, had no
reasonable cause to believe his conduct was unlawful. Similar indemnity is
authorized for such person against expense (including attorneys' fees) actually
and reasonably incurred in connection with the defense or settlement of any such
threatened, pending or completed action or suit if such person acted in good
faith and in a manner he reasonably believed to be in or not opposed to the best
interests of the corporation, and provided further that (unless a court of
competent jurisdiction otherwise provides) such person shall not have been
adjudged liable to the corporation. Any such indemnification may be made only as
authorized in each specific case upon a determination by the shareholders or
disinterested directors or by independent legal counsel in a written opinion
that indemnification is proper because the indemnitee has met the applicable
standard of conduct.

Section 145 further authorizes a corporation to purchase and maintain insurance
on behalf of any person who is or was a director, officer, employee or agent of
the corporation, or is or was serving at the request of the corporation as a
director, officer, employee or agent of another corporation or enterprise,
against any liability asserted against him, and incurred by him in any such
capacity, or arising out of his status as such, whether or not the corporation
would otherwise have the power to indemnify him under Section 145.

                                        3
The Registrant's Restated Certificate of Incorporation provides that, to the
fullest extent permitted by Delaware law, no director of the Registrant shall be
personally liable to the Registrant or its stockholders for monetary damages for
breach of fiduciary duties as a director. The effect of these provisions is to
eliminate the rights of the Registrant and its stockholders (through
stockholders' derivative suits on behalf of the Registrant) to recover monetary
damages against a director for breach of fiduciary duty as a director (including
breaches resulting from grossly negligent conduct). This provision does not
exonerate the directors from liability under federal securities laws nor does it
limit the availability of non-monetary relief in any action or proceeding
against a director. In addition, the Registrant's By-laws effective June 24,
1994 provides that the Registrant shall, to the fullest extent permitted by
Delaware Law, indemnify its officers and directors against liabilities, cost and
expenses as provided by Delaware Law. Insofar as indemnification for liabilities
arising under the Securities Act may be permitted to directors, officers or
others pursuant to the foregoing provisions, the Registrant has been informed
that in the opinion of the Commission, such indemnification is against public
policy as expressed in the Securities Act and is therefore unenforceable.

ITEM 7.           EXEMPTION FROM REGISTRATION CLAIMED

Not applicable.

ITEM 8.           LIST OF EXHIBITS

     4.1  Restated Certificate of Incorporation of the Registrant. (Incorporated
          by reference to Exhibit 3.1 of the Registrant's Registration Statement
          on Amendment No. 1 to Form S-1 (Commission File No.  33-81380),  filed
          under the Securities  Act of 1933, as amended,  with the Commission on
          September 26, 1994.)

     4.2  Bylaws of the Registrant. (Incorporated by reference to Exhibit 3.7 of
          the Registrant's Registration Statement on Form S-1, as amended
          (Commission File No. 33-81380), filed under the Securities Act of
          1933, as amended, with the Commission on July 11, 1994.)

     4.3  Westbridge Capital Corp. 1996 Restricted Stock Plan.

     5    Opinion of Milbank, Tweed, Hadley & McCloy as to the legality of the
          Common Stock registered hereby.

     23.1 Consent of Milbank, Tweed, Hadley & McCloy (contained in the opinion
          included as Exhibit 5).

     23.2 Consent of Price Waterhouse LLP.

     24   Powers of Attorney (included on signature pages).

                                        4
ITEM 9.           UNDERTAKINGS

The undersigned Registrant hereby undertakes:

     1.   To file, during any period in which offers or sales are being made, a
          post-effective amendment to this Registration Statement:

          (i)  To include any  prospectus  required  by Section  10(a)(3) of the
               Securities Act of 1933;

          (ii) To reflect in the prospectus any facts or events arising after
               the effective date of this Registration Statement (or the most
               recent post-effective amendment thereof) which, individually or
               in the aggregate, represent a fundamental change in the
               information set forth in this Registration Statement.
               Notwithstanding the foregoing, any increase or decrease in volume
               of securities offered (if the total dollar value of securities
               offered would not exceed that which was registered) and any
               deviation from the low or high and of the estimated maximum
               offering range may be reflected in the form of prospectus filed
               with the Commission pursuant to Rule 424(b) if, in the aggregate,
               the changes in volume and price represent no more than 20 percent
               change in the maximum aggregate offering price set forth in the
               "Calculation of Registration Fee" table in the effective
               registration statement; and

          (iii)To include any material information with respect to the plan of
               distribution not previously disclosed in this Registration
               Statement or any material change to such information in this
               Registration Statement;

provided, however, that paragraphs (1)(i) and (1)(ii) do not apply if this
Registration Statement is on Form S-3, Form S-8, and the information required to
be included in a post-effective amendment by those paragraphs is contained in
periodic reports filed by the registrant pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934 that are incorporated by reference in this
Registration Statement;

     2.   That, for the purpose of determining any liability under the
          Securities Act of 1933, each such post-effective amendment shall be
          deemed to be a new Registration Statement relating to the securities
          offered therein, and the offering of such securities at that time
          shall be deemed to be the initial BONA FIDE offering thereof;

     3.   To remove from registration by means of a post-effective amendment any
          of the securities  being  registered  which remain  unallocated at the
          termination of the Plan;

     4.   That, for purposes of determining  any liability  under the Securities
          Act of 1933, each filing of the registrant's annual report pursuant to
          Section 13(a) or 15(d) of the

                                        5
Securities Exchange Act of 1934 that is incorporated by reference in
          the Registration Statement shall be deemed to be a new registration
          statement relating to the securities offered therein, and the offering
          of such securities at that time shall be deemed to be the initial BONA
          FIDE offering thereof; and

     5.   Insofar  as   indemnification   for  liabilities   arising  under  the
          Securities  Act of 1933 may be  permitted to  directors,  officers and
          controlling  persons  of the  Registrant  pursuant  to  the  foregoing
          provisions,  or otherwise, the Registrant has been advised that in the
          opinion of the Securities and Exchange Commission such indemnification
          is against  public  policy as expressed in the Act and is,  therefore,
          unenforceable.  In the event that a claim for indemnification  against
          such liabilities (other than the payment by the Registrant of expenses
          incurred or paid by a director,  officer or controlling  person of the
          Registrant  in  the  successful   defense  of  any  action,   suit  or
          proceeding)  is  asserted  by such  director,  officer or  controlling
          person  in  connection  with  the  securities  being  registered,  the
          Registrant  will,  unless in the opinion of its counsel the matter has
          been  settled  by  controlling   precedent,   submit  to  a  court  of
          appropriate  jurisdiction the question whether such indemnification by
          it is  against  public  policy  as  expressed  in the Act and  will be
          governed by the final adjudication of such issue.

                                        6
SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, WESTBRIDGE CAPITAL
CORP. certifies that it has reasonable grounds to believe that it meets all of
the requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized in Fort Worth, Texas on the 26th day of March, 1997.

                                            WESTBRIDGE CAPITAL CORP.

                                            By:/S/ MARTIN E. KANTOR

                                            Martin E. Kantor
                                            Chairman of the Board
                                            and Chief Executive Officer

Each person whose individual signature appears below hereby makes, constitutes
and appoints Martin E. Kantor to sign for such person and in such person's name
and capacity indicated below, any and all amendments to this Registration
Statement, including any and all post-effective amendments.

Pursuant to the requirements of the Securities Act of 1933, this Registration
Statement has been signed on March 26, 1997 by the following persons in the
capacities indicated:

NAME                                  TITLE

/S/ MARTIN E. KANTOR                  Chairman of the Board, Director
Martin E. Kantor                      and Chief Executive Officer

/S/ JAMES W. THIGPEN                  Director; President;
James W. Thigpen                      Chief Operating Officer

/S/ MARVIN H. BERKELEY                Director
Marvin H. Berkeley

/S/ ARTHUR W. FEINBERG                Director
Arthur W. Feinberg

/S/ GEORGE M. GARFUNKEL               Director
George M. Garfunkel

                                        7
NAME                                  TITLE

/S/ PETER J. MILLOCK                  Director
Peter J. Millock, Esq.

/S/ GLENN O. PHILLIPS                 Director
Glenn O. Phillips

/S/ JOSEPH C. SIBIGTROTH              Director
Joseph C. Sibigtroth

/S/ BARTH P. WALKER                   Director
Barth P. Walker

/S/ PATRICK J. MITCHELL               Executive Vice President, Chief Financial
Patrick J. Mitchell                   Officer and Treasurer (principal
                                      financial and accounting officer)

                                        8
EXHIBIT INDEX

Exhibit

 NO.                  DOCUMENT

4.1  Restated  Certificate of Incorporation  of the Registrant  (Incorporated by
     reference  to Exhibit 3.1 of the  Registrant's  Registration  Statement  on
     Amendment No. 1 to Form S-1 (Commission File No. 33-81380),  filed with the
     SEC on September 26, 1994)

4.2  Bylaws of the Registrant  (Incorporated  by reference to Exhibit 3.7 of the
     Registrant's  Registration  Statement  on Form S-1, as amended  (Commission
     File No. 33-81380), filed with the SEC on July 11, 1994)

4.3  Westbridge Capital Corp. 1996 Restricted Stock Plan.

5    Opinion of Milbank, Tweed, Hadley & McCloy

23.1 Consent of Milbank, Tweed, Hadley & McCloy (included in Exhibit 5)

23.2 Consent of Price Waterhouse LLP

24   Powers of Attorney (included in the Signature Page)

                                        9
EXHIBIT 4.3

                            WESTBRIDGE CAPITAL CORP.

                           1996 RESTRICTED STOCK PLAN

     1. PURPOSE. The purpose of the 1996 Restricted Stock Plan (the "Plan") is
(a) to further and promote the interests of Westbridge Capital Corp. (the
"Company"), its Subsidiaries and its shareholders by enabling the Company and
its Subsidiaries to attract, retain and motivate non-employee directors (though
annual non-discretionary, fixed-formula grants of restricted stock), and
employees, independent insurance agents and consultants of or to the Company or
its Subsidiaries, or those who will become employees, independent insurance
agents and consultants of or to the Company or its Subsidiaries (through
discretionary grants of restricted stock), and (b) to align further the
interests of all those individuals and the Company's shareholders. To do this,
the Plan offers restricted stock awards to provide, upon vesting, such employees
with a proprietary interest in maximizing the growth, profitability and overall
success of the Company and its Subsidiaries.

     2.  DEFINITIONS.  For purposes of the Plan, the following  terms shall have
the meanings set forth below:

          2.1 "AWARD" means an award or grant made to a Participant under
     Sections 6 or 7 of the Plan.

          2.2 "AWARD AGREEMENT" means the agreement executed by a Participant
     pursuant to the Plan in connection with the granting of an Award.

          2.3 "BOARD" means the Board of Directors of the Company, as
     constituted from time to time.

          2.4 "CHANGE IN CONTROL" means a change in the effective ownership or
     control of the Company as described and defined in Section 12.4 of the
     Plan.

          2.5 "CODE" means the Internal Revenue Code of 1986, as in effect and
     as amended from time to time, or any successor statute thereto, together
     with any rules, regulations and interpretations promulgated thereunder or
     with respect thereto.

          2.6 "COMMITTEE"  means the committee of the Board described in Section
     3 of the Plan.
2.7 "COMMON STOCK" means the Common Stock, par value $.10 per share,
     of the Company or any security of the Company issued by the Company in
     substitution or exchange therefor.

          2.8 "COMPANY" means Westbridge Capital Corp., a Delaware corporation,
     or any successor corporation to Westbridge Capital Corp.

          2.9 "DISABILITY" means the Participant's inability to render, for a
     period of six consecutive months, services to the Company and any
     Subsidiary by reason of a physical or mental disability which is determined
     in writing to be total and permanent by a physician selected in good faith
     by the Company.

          2.10 "ELIGIBLE DIRECTOR" means each member of the Company's Board who
     is not a Qualified Independent Contractor or an employee of the Company
     (and/or any parent or subsidiary thereof), and who has not been such during
     the one year period immediately preceding (a) the Initial Grant Date (with
     respect to any Initial Grant to such member) and (b) any Annual Grant Date
     (with respect to any Annual Grant to such member), as such terms are
     defined in Section 7 of the Plan

          2.11 "EXCHANGE ACT" means the Securities Exchange Act of 1934, as in
     effect and as amended from time to time, or any successor statute thereto,
     together with any rules, regulations and interpretations promulgated
     thereunder or with respect thereto.

          2.12 "FAIR MARKET VALUE" means on, or with respect to, any given date,
     the average of the highest and lowest market prices of the Common Stock, as
     reported on the consolidated transaction reporting system for the New York
     Stock Exchange for such date or, if the Common Stock was not traded on such
     date, on the next preceding day on which the Common Stock was traded.

          2.13 "PARTICIPANT" means any individual who is selected under Section
     5 of the Plan to receive an Award under Section 6 of the Plan or who
     automatically receives an award under Section 7 of the Plan.

          2.14 "PLAN" means the Westbridge Capital Corp. 1996 Restricted Stock
     Plan, as set forth herein and as in effect and as amended from time to time
     (together with any rules and regulations promulgated by the Committee with
     respect thereto).

          2.15 "QUALIFIED INDEPENDENT CONTRACTOR" means any insurance agent or
     consultant retained or engaged by the Company or any Subsidiary to perform
     services for, or engage in business activities on behalf of, the Company or
     any Subsidiary.

          2.16 "RESTRICTED SHARES" means the restricted shares of Common Stock
     granted pursuant to (a) the provisions of Sections 6 and 7 of the Plan and
     (b) the Award Agreement related to any such Award.

                                        2
2.17 "RETIREMENT" means (a) in the case of an Award under Section 6 of
     the Plan, the voluntary retirement by the Participant (other than a
     Qualified Independent Contractor) from active employment with the Company
     and its Subsidiaries on or after the attainment of age 65, and (b) in the
     case of an Award under Section 7 of the Plan, the voluntary resignation of
     any Eligible Director after age 75.

          2.18 "SUBSIDIARY(IES)" means any corporation (other than the Company)
     in an unbroken chain of corporations, including and beginning with the
     Company, if each of such corporations, other than the last corporation in
     the unbroken chain, owns, directly or indirectly, more than fifty percent
     (50%) of the voting stock in one of the other corporations in such chain,
     or any other corporation designated by the Board from time to time.

         3.       ADMINISTRATION.

          3.1 THE COMMITTEE. The Plan shall be administered by the Committee.
     The Committee shall be appointed from time to time by the Board and shall
     be comprised of not less than three (3) of the then members of the Board
     all of whom qualify to administer the Plan as disinterested persons within
     the meaning of Rule 16b-3, as promulgated by the Securities and Exchange
     Commission ("SEC") under Section 16(b) of the Exchange Act, or any
     successor rule or regulation thereto, as such Rule is amended or applied
     from time to time ("SEC Rule 16b-3"). No member of the Committee shall be
     eligible to receive awards under the Plan, other than an automatic award
     under Section 7 of the Plan. Consistent with the Bylaws of the Company,
     members of the Committee shall serve at the pleasure of the Board and the
     Board, subject to the immediately preceding sentence, may at any time and
     from time to time remove members from, or add members to, the Committee.

          3.2 PLAN ADMINISTRATION AND PLAN RULES. Subject to Section 3.4 of the
     Plan, The Committee is authorized to construe and interpret the Plan and to
     promulgate, amend and rescind rules and regulations relating to the
     implementation, administration and maintenance of the Plan. Subject to the
     terms and conditions of the Plan, the Committee shall make all
     determinations necessary or advisable for the implementation,
     administration and maintenance of the Plan including, without limitation,
     (a) selecting the Participants for awards under Section 6 of the Plan, (b)
     making Awards under Section 6 of the Plan in such amounts and form as the
     Committee shall determine, (c) imposing such restrictions, terms and
     conditions upon Awards made under Section 6 of the Plan as the Committee
     shall deem appropriate, and (d) correcting any technical defect or
     technical omission, or reconciling any technical inconsistency, in the Plan
     and/or any Award Agreement. The Committee may designate persons other than
     members of the Committee to carry out the day-to-day administration of the
     Plan under such conditions and limitations as it may prescribe, except that
     the Committee shall not delegate its authority with regard to selection for
     participation in respect of Section 5 of the Plan and/or the granting of
     any Awards to Participants under Section 6 of the Plan. The Committee's
     determinations under the Plan (other than those in respect of Eligible
     Directors who receive Awards under Section 7 of the Plan) need not be
     uniform and may be made selectively among Participants, whether or not such
     Participants are similarly situated. Any determination, decision or action
     of the Committee in connection with the construction, interpretation,
     administration, implementation or maintenance of the Plan shall be final,
     conclusive and binding

                                        3
upon all Participants and any person(s) claiming under or through any
     Participants. The Company shall effect the granting of Awards under the
     Plan by execution of written agreements and/or other instruments in such
     form, subject to the terms and provisions of the Plan, as is approved by
     the Committee.

                                        4
3.3 LIABILITY LIMITATION. Neither the Board nor the Committee, nor any
     member of either, shall be liable for any act, omission, interpretation,
     construction or determination made in good faith in connection with the
     Plan (or any Award Agreement), and the members of the Board and the
     Committee shall be entitled to indemnification and reimbursement by the
     Company and any Subsidiary in respect of any claim, loss, damage or expense
     (including, without limitation, attorneys' fees) arising or resulting
     therefrom to the fullest extent permitted by law and/or under any directors
     and officers liability insurance coverage which may be in effect from time
     to time.

          3.4 NON-DISCRETIONARY AWARDS. Notwithstanding anything in the Plan to
     the contrary, any and all decisions and determinations regarding the
     pricing, granting, timing, or amount of, or eligibility for, any Restricted
     Shares automatically granted to Eligible Directors under Section 7 of the
     Plan shall be automatic and determined exclusively under the terms and
     provisions contained in Sections 5.2 and 7 of the Plan. Such automatic and
     exclusive decisions and determinations shall not be subject to the
     discretion of any individual or committee of individuals, including,
     without limitation, the Committee.

         4.       TERM OF PLAN/COMMON STOCK SUBJECT TO PLAN.

          4.1 TERM. The Plan shall terminate on December 31, 2005, except with
     respect to Awards then outstanding. After such date no further Awards shall
     be granted under the Plan.

          4.2 COMMON STOCK.

          4.2.1 The maximum number of shares of Common Stock in respect of which
     Awards may be granted under Section 6 of the Plan, subject to adjustment as
     provided in Section 11.2 of the Plan, shall not exceed 875,000 shares.

          4.2.2 The maximum number of shares of Common Stock in respect of which
     Awards may granted under Section 7 of the Plan, subject to adjustment under
     Section 11.2 of the Plan, shall not exceed 125,000 shares.

          4.2.3 In the event of a change in the Common Stock of the Company that
     is limited to a change in the designation thereof to "Capital Stock" or
     other similar designation, or to a change in the par value thereof, or from
     par value to no par value, without increase or decrease in the number of
     issued shares, the shares resulting from any such change shall be deemed to
     be the Common Stock for purposes of the Plan. Common Stock which may be
     issued under the Plan may be either authorized and unissued shares or
     issued shares which have been reacquired by the Company and which are being
     held as treasury shares. No fractional shares of Common Stock shall be
     issued under the Plan, unless the Committee determines otherwise.

          4.3 COMPUTATION OF AVAILABLE SHARES. For the purpose of computing the
     total number of shares of Common Stock available for Awards under the Plan,
     there shall be counted against the limitations set forth in Section 4.2 of
     the Plan the number of shares of Common Stock issued under grants of
     Restricted Shares pursuant to Sections 6 or 7 of the Plan. If any Awards
     are

                                        5
forfeited, the shares of Common Stock which were theretofore subject (or
     potentially subject) to such Awards shall again be available for Awards
     under the Plan to the extent of such forfeiture.

                                        6
5.       ELIGIBILITY.

          5.1 EMPLOYEES. Only key employees and Qualified Independent
     Contractors of the Company and its Subsidiaries, as determined by the
     Committee in its sole discretion, including (without limitation) directors
     of the Company who are also officers of the company or its subsidiaries,
     may participate in the Plan (other than Section 7 of the Plan) and receive
     an Award under Section 6 of the Plan. The Committee shall have full
     authority to determine (a) those individuals who are key employees or
     Qualified Independent Contractors to whom Restricted Shares will be granted
     under Section 6 of the Plan, and (b) the timing, pricing, amount and other
     terms of such a grant under the Plan (other than grants under Section 7 of
     the Plan), consistent with the terms and provisions of the Plan.

          5.2 ELIGIBLE  DIRECTORS.  Each Eligible  Director shall  automatically
     participate in Section 7 of the Plan.  Eligible  Directors are not eligible
     for discretionary grants of Restricted Shares under Section 6 of the Plan.

         6.  RESTRICTED SHARES.

          6.1 TERMS AND CONDITIONS. Grants of Restricted Shares (other than
     grants under Section 7 of the Plan) shall be subject to the terms and
     conditions set forth in this Section 6 and any additional terms and
     conditions, not inconsistent with the express terms and provisions of the
     Plan, as the Committee shall set forth in the relevant Award Agreement.
     Subject to the terms of the Plan, the Committee shall determine the number
     of Restricted Shares to be granted to a Participant under this Section 6
     and the Committee may provide or impose different terms and conditions on
     any particular Restricted Shares granted under this Section 6 to any
     Participant. With respect to each Participant receiving an Award of
     Restricted Shares, there shall be issued a stock certificate (or
     certificates) in respect of such Restricted Shares. Such stock
     certificate(s) shall be registered in the name of such Participant, shall
     be accompanied by a stock power duly executed in blank by such Participant,
     and shall bear, among other required legends, the following legend:

         "The transferability of this certificate and the shares of stock
         represented hereby are subject to the terms and conditions (including,
         without limitation, forfeiture events) contained in the Westbridge
         Capital Corp. 1996 Restricted Stock Plan and an Award Agreement entered
         into between the registered owner hereof and Westbridge Capital Corp.
         Copies of such Plan and Award Agreement are on file in the office of
         the Secretary of Westbridge Capital Corp., Fort Worth, Texas.
         Westbridge Capital Corp. will furnish to the recordholder of the
         certificate, without charge and upon written request at its principal
         place of business, a copy of such Plan and Award Agreement. Westbridge
         Capital Corp. reserves the right to refuse to record the transfer of
         this certificate until all such restrictions are satisfied, all such
         terms are complied with and all such conditions are satisfied."

     Such stock certificate evidencing such shares shall, in the sole discretion
     of the Compensation Committee, be deposited with and held in custody by the
     Company until the restrictions thereon shall have lapsed and all of the
     terms and conditions applicable to such grant shall have been satisfied.

                                        7
6.2 RESTRICTED SHARE GRANTS. A grant of Restricted Shares under this
     Section 6 is an Award of shares of Common Stock granted to a Participant,
     subject to such restrictions, terms and conditions as the Committee deems
     appropriate, including, without limitation, (a) restrictions on the sale,
     assignment, transfer, hypothecation or other disposition of such shares,
     (b) the requirement that the Participant deposit such shares with the
     Company while such shares are subject to such restrictions, and (c) the
     requirement that such shares be forfeited if the Plan is not approved by
     the Company's shareholders and/or upon termination of employment for
     specified reasons within a specified period of time or for other reasons.

          6.3 RESTRICTION PERIOD. In accordance with Sections 6.1 and 6.2 of the
     Plan and unless otherwise determined by the Committee (in its sole
     discretion) at any time and from time to time, Restricted Shares granted
     under this Section 6 shall only become unrestricted and vested in the
     Participant in accordance with such vesting schedule relating to the
     service performance or other restriction applicable to such Restricted
     Shares, if any, as the Committee may establish in the relevant Award
     Agreement (the "Restriction Period"). Notwithstanding the preceding
     sentence, in no event shall the Restriction Period be less than six (6)
     months after the date of grant. During the Restriction Period, such stock
     shall be and remain unvested and a Participant may not sell, assign,
     transfer, pledge, encumber or otherwise dispose of or hypothecate such
     Award. Upon satisfaction of the vesting schedule and any other applicable
     restrictions, terms and conditions, the Participant shall be entitled to
     receive payment of the Restricted Shares or a portion thereof, as the case
     may be, as provided in Section 6.4 of the Plan.

          6.4 PAYMENT OF RESTRICTED SHARE GRANTS. After the satisfaction and/or
     lapse of the restrictions, terms and conditions established by the
     Committee in respect of a grant of Restricted Shares, a new certificate,
     without the legend set forth in Section 6.1 of the Plan, for the number of
     shares of Common Stock which are no longer subject to such restrictions,
     terms and conditions shall, as soon as practicable thereafter, be delivered
     to the Participant.

          6.5 SHAREHOLDER RIGHTS. A Participant shall have, with respect to the
     shares of Common Stock underlying a grant of Restricted Shares, all of the
     rights of a shareholder of such stock (except as such rights are limited or
     restricted under the Plan or in the relevant Award Agreement). Any stock
     dividends paid in respect of unvested Restricted Shares shall be treated as
     additional Restricted Shares and shall be subject to the same restrictions
     and other terms and conditions that apply to the unvested Restricted Shares
     with respect to which such stock dividends are issued.

         7.       NON-EMPLOYEE DIRECTOR GRANTS.

          7.1 INITIAL GRANTS. Subject to adjustment under Section 11.2 of the
     Plan and the approval of the Plan at the Company's 1996 annual shareholders
     meeting (the "1996 Meeting"), 5,000 Restricted Shares shall automatically
     be granted to an Eligible Director immediately following the Company's
     annual shareholders meeting at which the Eligible Director is first elected
     to the Board (the "Initial Grant Date"), such fixed, automatic grants to
     commence with the 1996 Meeting (each, an "Initial Grant").

                                        8
7.2 ANNUAL GRANTS. Subject to adjustment under Section 11.2 of the
     Plan and the approval of the Plan at the 1996 Meeting, 1,000 Restricted
     Shares shall automatically be granted each year, immediately following the
     Company's annual shareholders meeting in such year (the "Annual Grant
     Date"), to each Eligible Director at such time who does not receive, in
     respect of such annual meeting, an automatic grant under Section 7.1 of the
     Plan, such fixed, automatic grants to commence with the 1996 Meeting (each,
     an "Annual Grant").

          7.3 VESTING. All Restricted Shares granted under this Section 7 shall
     become 100% vested on the first anniversary of the Initial Grant Date or
     the Annual Grant Date that relates to any such Award. Upon vesting, the
     Eligible Director shall be entitled to receive payment of the Restricted
     Shares, as provided in Section 7.9 of the Plan.

          7.4 TERMINATION. If an Eligible Director's membership on the Board
     terminates for any reason (other than Retirement, Disability or due to
     death) all unvested Restricted Shares shall be forfeited by such Eligible
     Director. If an Eligible Director's membership on the Board terminates due
     to Retirement, Disability or death all unvested Restricted Shares shall be
     automatically 100% vested as of the date of any such termination.

          7.5 APPLICATION. Notwithstanding anything in the Plan to the contrary,
     the provisions of Sections 6 and 12 of the Plan shall not be applicable to
     any Restricted Shares automatically granted to Eligible Directors under
     this Section 7.

          7.6 MEMBERSHIP RIGHTS. Neither the Plan, nor the granting of any
     Restricted Shares under this Section 7, nor any other action taken pursuant
     to the Plan or this Section 7, shall constitute or be evidence of any
     agreement or understanding, express or implied, that any member of the
     Board has any right to continue as a director of the Company for any period
     of time or at any particular rate of compensation.

          7.7 LEGEND. With respect to each Eligible Director receiving an Award
     of Restricted Shares, there shall be issued a stock certificate (or
     certificates) in respect of such Restricted Shares. Such stock
     certificate(s) shall be registered in the name of such Eligible Director,
     shall be accompanied by a stock power duly executed in blank by such
     Eligible Director, and shall bear, among other required legends, the
     following legend:

         "The transferability of this certificate and the shares of stock
         represented hereby are subject to the terms and conditions (including,
         without limitation, forfeiture events) contained in the Westbridge
         Capital Corp. 1996 Restricted Stock Plan and an Award Agreement entered
         into between the registered owner hereof and Westbridge Capital Corp.
         Copies of such Plan and Award Agreement are on file in the office of
         the Secretary of Westbridge Capital Corp., Fort Worth, Texas.
         Westbridge Capital Corp. will furnish to the recordholder of the
         certificate, without charge and upon written request at its principal
         place of business, a copy of such Plan and Award Agreement. Westbridge
         Capital Corp. reserves the right to refuse to record the transfer of
         this certificate until all such restrictions are satisfied, all such
         terms are complied with and all such conditions are satisfied."

                                        9
Such stock certificate evidencing such shares shall, in the sole discretion
     of the Committee, be deposited with and held in custody by the Company
     until the restrictions thereon shall have lapsed and all of the terms and
     conditions applicable to such grant shall have been satisfied.

          7.8 SHAREHOLDER RIGHTS. Each Eligible Director shall have, with
     respect to the shares of Common Stock underlying a grant of Restricted
     Shares, all of the rights of a holder of such stock (except as such rights
     are limited or restricted under the Plan or in the relevant Award
     Agreement). Any stock dividends paid in respect of unvested Restricted
     Shares shall be treated as additional Restricted Shares and shall be
     subject to the same restrictions and other terms and conditions that apply
     to the unvested Restricted Shares with respect to which such stock
     dividends are issued.

          7.9 PAYMENT. After the satisfaction and/or lapse of the restrictions,
     terms and conditions in respect of a grant of Restricted Shares, a new
     certificate, without the legend set forth in Section 7.7 of the Plan, for
     the number of shares of Common Stock which are no longer subject to such
     restrictions, terms and conditions shall, as soon as practicable
     thereafter, be delivered to the Eligible Director.

          8. DEFERRAL ELECTIONS/TAX REIMBURSEMENTS. The Committee may permit a
     Participant to elect to defer receipt of any delivery of shares of Common
     Stock that would otherwise be due to such Participant by virtue of the
     vesting of any Award made under the Plan. If any such election is
     permitted, the Committee shall establish rules and procedures for such
     deferrals, including, without limitation, the payment or crediting of
     reasonable interest on such deferred amounts credited in cash, and the
     payment or crediting of dividend equivalents in respect of deferrals
     credited in units of Common Stock. The Committee may also provide in the
     relevant Award Agreement for a tax reimbursement cash payment to be made by
     the Company in favor of any Participant in connection with the tax
     consequences resulting from the grant, vesting, or settlement of any Award
     made under the Plan.

          9. TERMINATION OF EMPLOYMENT. Subject to the terms and conditions of
     Section 6 of the Plan, if, and to the extent that, the terms and conditions
     under which an Award granted under Section 6 of the Plan may become vested
     after or as a result of a Participant's service termination or termination
     of employment for any particular reason shall not have been set forth (a)
     in the relevant Award Agreement, by and as determined by the Committee in
     its sole discretion, or (b) in the Participant's employment or other
     agreement, if any, the following terms and conditions shall apply as
     appropriate and as not inconsistent with the terms and conditions, if any,
     contained in such Award Agreement and/or employment or other agreement.

          9.1 PRIOR TO VESTING. If a Participant's employment or services with
     the Company and its Subsidiaries is terminated for any reason (including,
     without limitation, Disability, Retirement or death) prior to the actual or
     deemed (under Section 12 of the Plan) satisfaction and/or lapse of the
     restrictions, terms and conditions applicable to a grant of Restricted
     Shares made pursuant to Section 6 of the Plan, such Restricted Shares shall
     immediately be cancelled and the Participant (and such Participant's
     estate, designated beneficiary or other legal representative) shall forfeit
     any rights or interests in and with respect to any such Restricted Shares.

                                       10
9.2 COMMITTEE DISCRETION. Notwithstanding anything to the contrary in
     this Section 9, the Committee, in its sole discretion, may determine, prior
     to or within ninety (90) days after the date of any such termination, that
     all or a portion of any Restricted Shares granted under Section 6 of the
     Plan shall not be so cancelled and forfeited.

          10. NON-TRANSFERABILITY OF AWARDS. Prior to vesting, no Award under
     the Plan or any Award Agreement, and no rights or interests herein or
     therein, shall or may be assigned, transferred, sold, exchanged,
     encumbered, pledged, or otherwise hypothecated or disposed of by a
     Participant or any beneficiary(ies) of any Participant, except by
     testamentary disposition by the Participant or the laws of descent and
     distribution. Prior to vesting, no such interest shall be subject to
     execution, attachment or similar legal process, including, without
     limitation, seizure for the payment of the Participant's debts, judgements,
     alimony, or separate maintenance.

         11.      CHANGES IN CAPITALIZATION AND OTHER MATTERS.

          11.1 NO CORPORATE ACTION RESTRICTION. The existence of the Plan, any
     Award Agreement and/or the Awards granted hereunder shall not limit, affect
     or restrict in any way the right or power of the Board or the shareholders
     of the Company to make or authorize (a) any adjustment, recapitalization,
     reorganization or other change in the Company's or any Subsidiary's capital
     structure or its business, (b) any merger, consolidation or change in the
     ownership of the Company or any Subsidiary, (c) any issue of bonds,
     debentures, capital, preferred or prior preference stocks ahead of or
     affecting the Company's or any Subsidiary's capital stock or the rights
     thereof, (d) any dissolution or liquidation of the Company or any
     Subsidiary, (e) any sale or transfer of all or any part of the Company's or
     any Subsidiary's assets or business, or (f) any other corporate act or
     proceeding by the Company or any Subsidiary. No Participant, beneficiary or
     any other person shall have any claim against any member of the Board or
     the Committee, the Company or any Subsidiary, or any employees, officers or
     agents of the Company or any subsidiary, as a result of any such action.

          11.2 RECAPITALIZATION ADJUSTMENTS. In the event of any change in
     capitalization affecting the Common Stock of the Company, including,
     without limitation, a stock dividend or other distribution, stock split,
     reverse stock split, recapitalization, consolidation, subdivision,
     split-up, spin-off, split-off, combination or exchange of shares or other
     form of reorganization or recapitalization, or any other change affecting
     the Common Stock, proportionate adjustments to the Awards shall be made to
     reflect such change, including, without limitation, with respect to the
     aggregate number of shares of the Common Stock for which Awards in respect
     thereof may be granted under the Plan, the maximum number of shares of the
     Common Stock which may be granted or awarded to any Participant, and the
     number of shares of the Common Stock covered by each outstanding Award.

         12.      CHANGE IN CONTROL.

          12.1 ACCELERATION OF AWARDS VESTING. Anything in the Plan to the
     contrary notwithstanding, if a Change in Control of the Company occurs all
     restrictions, terms and conditions applicable to all Restricted Shares
     granted under Section 6 of the Plan shall be deemed lapsed and satisfied as
     of the date of the Change in Control. The immediately preceding sentence
     shall apply

                                       11
to only those Participants granted Awards under Section 6 of the Plan and
     (a) who are providing services to or are employed by the Company and/or one
     of its Subsidiaries as of the date of the Change in Control, or (b) to whom
     Section 12.3 below is applicable.

          12.2 PAYMENT AFTER CHANGE IN CONTROL. Within thirty (30) days after a
     Change in Control occurs, the holder of an Award of Restricted Shares shall
     receive a new certificate for such shares without the legend set forth in
     Section 6 of the Plan.

          12.3 TERMINATION AS A RESULT OF A CHANGE OF CONTROL. Anything in the
     Plan to the contrary notwithstanding, if a Change in Control occurs and if
     the Participant's employment or services is terminated before such Change
     in Control and it is reasonably demonstrated by the Participant that such
     employment or service termination (a) was at the request, directly or
     indirectly, of a third party who has taken steps reasonably calculated to
     effect the Change in Control, or (b) otherwise arose in connection with or
     in anticipation of the Change in Control, then for purposes of this Section
     12, the Change in Control shall be deemed to have occurred immediately
     prior to such Participant's employment or service termination.

          12.4 CHANGE IN CONTROL. For the purpose of this Agreement,  "Change in
     Control" shall mean:

               12.4.1 The acquisition, after the effective date of the Plan, by
          an individual, entity or group (within the meaning of Section 13(d)(3)
          or 14(d)(2) of the Exchange Act) of beneficial ownership (within the
          meaning of Rule 13d-3 promulgated under the Exchange Act) of 20% or
          more of either (a) the shares of the Common Stock, or (b) the combined
          voting power of the voting securities of the Company entitled to vote
          generally in the election of directors (the "Voting Securities");
          PROVIDED, HOWEVER, that the following acquisitions shall not
          constitute a Change in Control: (x) any acquisition by any employee
          benefit plan (or related trust) sponsored or maintained by the Company
          or any Subsidiary, or (y) any acquisition by any corporation if,
          immediately following such acquisition, more than 80% of the then
          outstanding shares of common stock of such corporation and the
          combined voting power of the then outstanding voting securities of
          such corporation (entitled to vote generally in the election of
          directors), is beneficially owned, directly or indirectly, by all or
          substantially all of the individuals and entities who, immediately
          prior to such acquisition, were the beneficial owners of the Common
          Stock and the Voting Securities in substantially the same proportions,
          respectively, as their ownership, immediately prior to such
          acquisition, of the Common Stock and Voting Securities; or

               12.4.2 Individuals who, as of the effective date of the Plan,
          constitute the Board (the "Incumbent Board") cease for any reason to
          constitute at least a majority of the Board; PROVIDED, HOWEVER, that
          any individual becoming a director subsequent to the Closing whose
          election, or nomination for election by the Company's shareholders,
          was approved by a vote of at least a majority of the directors then
          serving and comprising the Incumbent Board shall be considered as
          though such individual were a member of the Incumbent Board, but
          excluding, for this purpose, any such individual whose initial
          assumption of office occurs as a result of either an actual or
          threatened election contest (as such terms are used in

                                       12
Rule 14a-11 of Regulation 14A promulgated under the Exchange Act) or
          other actual or threatened solicitation of proxies or consents; or

               12.4.3 Approval by the shareholders of the Company of a
          reorganization, merger or consolidation, other than a reorganization,
          merger or consolidation with respect to which all or substantially all
          of the individuals and entities who were the beneficial owners,
          immediately prior to such reorganization, merger or consolidation, of
          the Common Stock and Voting Securities beneficially own, directly or
          indirectly, immediately after such reorganization, merger or
          consolidation more than 80% of the then outstanding common stock and
          voting securities (entitled to vote generally in the election of
          directors) of the corporation resulting from such reorganization,
          merger or consolidation in substantially the same proportions as their
          respective ownership, immediately prior to such reorganization, merger
          or consolidation, of the Common Stock and the Voting Securities; or

               12.4.4 Approval by the shareholders of the Company of (a) a
          complete liquidation or dissolution of the Company, or (b) the sale or
          other disposition of all or substantially all of the assets of the
          Company or the National Foundation Life Insurance Co., other than to a
          Subsidiary, wholly-owned, directly or indirectly, by the Company. For
          purposes of the Plan, and without limiting the generality of the
          preceding sentence, the sale or other disposition by the Company of
          more than 50% of the common stock or the voting securities (entitled
          to vote generally in the election of directors) of National Foundation
          Life Insurance Co. shall be deemed to constitute a sale or other
          disposition of substantially all the assets of the Company.

         13.      AMENDMENT, SUSPENSION AND TERMINATION.

          13.1 IN GENERAL. The Board may suspend or terminate the Plan (or any
     portion thereof) at any time and may amend the Plan at any time and from
     time to time in such respects as the Board may deem advisable to insure
     that any and all Awards conform to or otherwise reflect any change in
     applicable laws or regulations, or to permit the Company or the
     Participants to benefit from any change in applicable laws or regulations,
     or in any other respect the Board may deem to be in the best interests of
     the Company or any Subsidiary; PROVIDED, HOWEVER, that, notwithstanding
     anything to the contrary contained in the Plan, the terms and provisions of
     Section 7 of the Plan shall not be amended more than once every six months,
     other than to comport with changes in the Code, the Employee Retirement
     Income Security Act of 1974, as amended, and the rules and regulations
     thereunder; PROVIDED, FURTHER, HOWEVER, that no amendment to the Plan
     shall, without shareholder approval (a) except as provided in Section 11 of
     the Plan, materially increase the number of shares of Common Stock which
     may be issued under the Plan, (b) materially modify the requirements as to
     eligibility for participation in the Plan, (c) materially increase the
     benefits accruing to Participants under the Plan (this Section 13.1(c)
     shall not apply to any amendment or modification of any Award Agreement
     permitted under Section 13.2 if such amendment or modification would not
     require shareholder approval under SEC Rule 16b-3), or (d) extend the
     termination date of the Plan. No such amendment, suspension or termination
     shall (x) materially adversely affect the rights of any Participant under
     any outstanding Restricted Share grants, without the consent of such
     Participant,

                                       13
or (y) make any change that would disqualify the Plan, or any other plan of
     the Company or any Subsidiary intended to be so qualified, from the
     exemption provided by SEC Rule 16b-3.

          13.2 AWARD AGREEMENTS. The Committee may (in its sole discretion)
     amend or modify at any time and from time to time the terms and provisions
     of any outstanding Restricted Share grants, in any manner to the extent
     that the Committee under the Plan or any Award Agreement could have
     initially determined the restrictions, terms and provisions of such
     Restricted Share grants, including, without limitation, changing or
     accelerating the date or dates as of which such Restricted Share grants
     shall become vested. No such amendment or modification shall, however,
     materially adversely affect the rights of any Participant under any such
     Award without the consent of such Participant.

         14.      MISCELLANEOUS.

          14.1 TAX WITHHOLDING. The Company shall have the right to deduct from
     any payment or settlement under the Plan, including, without limitation,
     the delivery, transfer or vesting of any Common Stock or Restricted Shares,
     any federal, state, local or other taxes of any kind which the Committee,
     in its sole discretion, deems necessary to be withheld to comply with the
     Code and/or any other applicable law, rule or regulation. If the Committee,
     in its sole discretion, permits shares of Common Stock to be used to
     satisfy any such tax withholding, such Common Stock shall be valued based
     on the Fair Market Value of such stock as of the date the tax withholding
     is required to be made, such date to be determined by the Committee. The
     Committee may establish rules limiting the use of Common Stock to meet
     withholding requirements by Participants who are subject to Section 16 of
     the Exchange Act.

          14.2 NO RIGHT TO EMPLOYMENT. Neither the adoption of the Plan, the
     granting of any Award, nor the execution of any Award Agreement, shall
     confer upon any employee or Qualified Independent Contractor of the Company
     or any Subsidiary any right to continued employment with or retention by
     the Company or any Subsidiary, as the case may be, nor shall it interfere
     in any way with the right, if any, of the Company or any Subsidiary to
     terminate the employment of any employee or the services of any Qualified
     Independent Contractor at any time for any reason.

          14.3 UNFUNDED PLAN. The Plan shall be unfunded and the Company shall
     not be required to segregate any assets in connection with any Awards under
     the Plan. Any liability of the Company to any person with respect to any
     Award under the Plan or any Award Agreement shall be based solely upon the
     contractual obligations that may be created as a result of the Plan or any
     such award or agreement. No such obligation of the Company shall be deemed
     to be secured by any pledge of, encumbrance on, or other interest in, any
     property or asset of the Company or any Subsidiary. Nothing contained in
     the Plan or any Award Agreement shall be construed as creating in respect
     of any Participant (or beneficiary thereof or any other person) any equity
     or other interest of any kind in any assets of the Company or any
     Subsidiary or creating a trust of any kind or a fiduciary relationship of
     any kind between the Company, any Subsidiary and/or any such Participant,
     any beneficiary thereof or any other person.

                                       14
14.4 OTHER COMPANY BENEFIT AND COMPENSATION PROGRAMS. Payments and
     other benefits received by a Participant under an Award made pursuant to
     the Plan shall not be deemed a part of a Participant's compensation for
     purposes of the determination of benefits under any other employee welfare
     or benefit plans or arrangements, if any, provided by the Company or any
     Subsidiary unless expressly provided in such other plans or arrangements,
     or except where the Board expressly determines in writing that inclusion of
     an Award or portion of an Award should be included to accurately reflect
     competitive compensation practices or to recognize that an Award has been
     made in lieu of a portion of competitive annual base salary or other cash
     compensation. Awards under the Plan may be made in addition to, in
     combination with, or as alternatives to, grants, awards or payments under
     any other plans or arrangements of the Company or its Subsidiaries. The
     existence of the Plan notwithstanding, the Company or any Subsidiary may
     adopt such other compensation plans or programs and additional compensation
     arrangements as it deems necessary to attract, retain and motivate
     employees.

          14.5 LISTING, REGISTRATION AND OTHER LEGAL COMPLIANCE. No Awards or
     shares of the Common Stock shall be required to be issued or granted under
     the Plan unless legal counsel for the Company shall be satisfied that such
     issuance or grant will be in compliance with all applicable federal and
     state securities laws and regulations and any other applicable laws or
     regulations. The Committee may require, as a condition of any payment or
     share issuance, that certain agreements, undertakings, representations,
     certificates, and/or information, as the Committee may deem necessary or
     advisable, be executed or provided to the Company to assure compliance with
     all such applicable laws or regulations. Certificates for shares of the
     Restricted Shares and/or Common Stock delivered under the Plan may be
     subject to such stock-transfer orders and such other restrictions as the
     Committee may deem advisable under the rules, regulations, or other
     requirements of the Securities and Exchange Commission, any stock exchange
     upon which the Common Stock is then listed, and any applicable federal or
     state securities law. In addition, if, at any time specified herein (or in
     any Award Agreement or otherwise) for (a) the making of any Award, or the
     making of any determination, (b) the issuance or other distribution of
     Restricted Shares and/or Common Stock, or (c) the payment of amounts to or
     through a Participant with respect to any Award, any law, rule, regulation
     or other requirement of any governmental authority or agency shall require
     either the Company, any Subsidiary or any Participant (or any estate,
     designated beneficiary or other legal representative thereof) to take any
     action in connection with any such determination, any such shares to be
     issued or distributed, any such payment, or the making of any such
     determination, as the case may be, shall be deferred until such required
     action is taken. With respect to persons subject to Section 16 of the
     Exchange Act, transactions under the Plan are intended to comply with all
     applicable conditions of SEC Rule 16b-3. To the extent any provision of the
     Plan or any action by the administrators of the Plan fails to so comply
     with such rule, it shall be deemed null and void, to the extent permitted
     by law and deemed advisable by the Committee.

          14.6 AWARD AGREEMENTS. Each Participant receiving an Award under the
     Plan shall enter into an Award Agreement with the Company in a form
     specified by the Committee. Each such Participant shall agree to the
     restrictions, terms and conditions of the Award set forth therein and in
     the Plan.

                                       15
14.7 DESIGNATION OF BENEFICIARY. Each Participant to whom an Award has
     been made under the Plan may designate a beneficiary or beneficiaries to
     receive any benefit which under the terms of the Plan and the relevant
     Award Agreement may become payable or issuable on or after the
     Participant's death. At any time, and from time to time, any such
     designation may be changed or cancelled by the Participant without the
     consent of any such beneficiary. Any such designation, change or
     cancellation must be on a form provided for that purpose by the Committee
     and shall not be effective until received by the Committee. If no
     beneficiary has been designated by a deceased Participant, or if the
     designated beneficiaries have predeceased the Participant, the beneficiary
     shall be the Participant's estate. If the Participant designates more than
     one beneficiary, any payments under the Plan to such beneficiaries shall be
     made in equal shares unless the Participant has expressly designated
     otherwise, in which case the payments shall be made in the shares
     designated by the Participant.

          14.8 LEAVES OF ABSENCE/TRANSFERS. The Committee shall have the power
     to promulgate rules and regulations and to make determinations, as it deems
     appropriate, under the Plan in respect of any leave of absence from the
     Company or any Subsidiary granted to a Participant. Without limiting the
     generality of the foregoing, the Committee may determine whether any such
     leave of absence shall be treated as if the Participant has terminated
     employment with the Company or any such Subsidiary. If a Participant
     transfers within the Company, or to or from any Subsidiary, such
     Participant shall not be deemed to have terminated employment as a result
     of such transfers.

          14.9 GOVERNING LAW. The Plan and all actions taken thereunder shall be
     governed by and construed in accordance with the laws of the State of
     Delaware, without reference to the principles of conflict of laws thereof.
     Any titles and headings herein are for reference purposes only, and shall
     in no way limit, define or otherwise affect the meaning, construction or
     interpretation of any provisions of the Plan.

          14.10 EFFECTIVE DATE. The Plan shall be effective upon its approval by
     the Board and adoption by the Company, subject to the approval of the Plan
     by the Company's shareholders in accordance with SEC Rule 16b-3.

          IN WITNESS WHEREOF, the Plan is adopted by the Company on this 19th
     day of April, 1996.

                    WESTBRIDGE CAPITAL CORP.

                    By: /S/ JAMES W. THIGPEN
                    Name: JAMES W. THIGPEN

                    Title: PRESIDENT AND CHIEF OPERATING OFFICER

                                       16
EXHIBIT 5

                                                              March 31, 1997

Westbridge Capital Corp.
777 Main Street

Suite 900
Fort Worth, Texas  76102

Ladies and Gentlemen:

     We have acted as special counsel for Westbridge Capital Corp., a Delaware
corporation (the "Company"), in connection with the registration by the Company
under the Securities Act of 1933, as amended, of 1,000,000 shares of Common
Stock, $.10 par value per share, of the Company ("Common Stock") issuable under
the Westbridge Capital Corp. 1996 Restricted Stock Plan (the "Plan") on a
Registration Statement on Form S-8 (the "Registration Statement") to be filed
with the Securities and Exchange Commission (the "Commission").

     In rendering the opinions hereinafter expressed, we have examined originals
or copies certified or otherwise identified to our satisfaction of all such
records of the Company, agreements and other instruments, certificates of public
officials, certificates of officers and representatives of the Company and such
other documents as we have deemed necessary as a basis for the opinions
expressed below. In our examination, we have assumed (and have not verified) (i)
that the signatures on all documents which we have examined are genuine, (ii)
the authenticity of all documents submitted to us as originals and (iii) the
conformity with authentic original documents of all documents submitted to us as
copies. As to various questions of fact material to such opinions, we have, when
relevant facts were not independently established, relied upon certifications of
officers of the Company and other appropriate persons.
Based on the foregoing, and having regard to legal considerations we deem
relevant, we are of the opinion that when said shares of Common Stock have been
registered under the Securities Act of 1933, as amended, and when said shares of
Common Stock have been issued as provided under the Plan, said shares of Common
Stock will be duly authorized, validly issued and outstanding, fully paid and
nonassessable, with no personal liability attaching to the ownership thereof.

     The foregoing opinions are limited to matters involving the federal laws of
the United States of America and the general corporate law of the State of
Delaware, and we do not express any opinion as to the laws of any other
jurisdiction.

     This opinion is addressed to you solely in connection with the matters
referred to herein and is not to be relied upon by any other person, except the
New York Stock Exchange and the Commission, or for any other purpose.

     We hereby consent to the use of this opinion as an Exhibit to the
Registration Statement and further consent to the use of our name wherever it
appears in the Registration Statement and any amendment thereto, and the
Prospectus relating thereto.

                                Very truly yours,

                                    /S/ MILBANK, TWEED, HADLEY & MCCLOY

RSR/MLW

M&A 50835
Exhibit 23.2

                       CONSENT OF INDEPENDENT ACCOUNTANTS

We hereby consent to the incorporation by reference in this
Registration Statement on Form S-8 of our report dated March 14,
1997, appearing on page 38 of Westbridge Capital Corp.'s Annual
Report on Form 10-K for the year ended December 31, 1996.

  /s/ Price Waterhouse LLP   

PRICE WATERHOUSE LLP
Dallas, Texas
April 2, 1997