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                                                                    EXHIBIT 10.2




                               DATED 8 APRIL 1999
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                           (1) THE PIONEER GROUP, INC.

                      (2) NATIONWIDE GLOBAL HOLDINGS, INC.

                             (3) PIONEER POWSZECHNE
                           TOWARZYSTWO EMERYTALNE S.A.




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

                               SHARE SUBSCRIPTION
                                    AGREEMENT

                    ----------------------------------------
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                                TABLE OF CONTENTS

1. Definitions and interpretation..............................................1
2. Conditions..................................................................2
3. Conduct prior to Completion.................................................3
4. Actions following execution of this Agreement...............................4
5. Warranties..................................................................7
6. Costs.......................................................................7
7. Confidential Information....................................................8
8. Announcements...............................................................8
9. Waiver, forbearance and variation...........................................9
10. Governing Law, Language and Jurisdiction...................................9
11. Protection  of name.......................................................10
12. Severability..............................................................10
13. Entire agreement..........................................................10
14. Notices...................................................................10
15. Counterparts..............................................................12
                                                                           
Schedule 1 Words and Expressions..............................................13
                                                                           
                                                                           
Schedule 2. Events at Completion..............................................15
                                                                           
1. Pioneer's and the Society's Completion obligations.........................15
2. Nationwide's Completion obligations........................................15
                                                                      


DOCUMENTS IN THE AGREED TERMS:-

1. The amendments to the Articles,
2. The amendments to the by-laws of the Supervisory Board,
3. The Initial Budget,
4. The Initial Business Plan.
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THIS AGREEMENT is made on 8 April 1999


BETWEEN:-


(1)   THE PIONEER GROUP, INC., a company duly established under Delaware law
      whose principal place of business is at 60 State Street, Boston,
      Massachusetts 02109, United States of America ("PIONEER");


(2)   NATIONWIDE GLOBAL HOLDINGS, INC., a company duly established under Ohio
      law whose principal place of business is at One Nationwide Plaza,
      Columbus, Ohio 43215, United States of America ("NATIONWIDE"); and


(3)   PIONEER POWSZECHNE TOWARZYSTWO EMERYTALNE S.A., a joint stock company duly
      established under Polish law whose registered office is at INTRACO, 29TH
      Floor, 2 Stawki Street, 00-193 Warsaw, Poland (the "SOCIETY").


WHEREAS:-


(A)   The Society was registered with the Registration Court on 29th October
      1998 with a share capital of PLN 34,000,000 divided into 340,000 shares of
      PLN 100 each. At the date of this Agreement, all of the shares of the
      Society have been issued and are owned by Pioneer.


(B)   The Society's sole activity is the establishment and management of the
      Pioneer Open Pension Fund, an open pension fund in Poland established in
      accordance with the Pension Law.


(C)   The parties have agreed that Nationwide will subscribe for 145,714
      Subscription Shares for, in aggregate, the PLN equivalent of US$20,000,000
      and otherwise on the terms set out in this Agreement, such Subscription
      Shares representing approximately 30% (thirty per cent.) of the share
      capital of the Society, as enlarged by the subscription of the
      Subscription Shares.


IT IS AGREED as follows:

1.    DEFINITIONS AND INTERPRETATION

1.1   In this Agreement the words and expressions set out in SCHEDULE 1 (WORDS
      AND EXPRESSIONS) have, unless the context otherwise requires, the meanings
      there provided for them.

1.2   The recitals and schedules form part of this Agreement and shall have the
      same force and effect as if set out in the body of this Agreement.


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1.3   Headings in this Agreement are inserted for convenience only and shall not
      affect its construction or interpretation.

1.4   Where appropriate, words denoting the singular shall include the plural
      and vice versa and words denoting any gender shall include the other
      genders.

1.5   References to recitals, schedules and clauses are to recitals and
      schedules to and clauses of this Agreement, unless otherwise stated.

1.6   References to any document or agreement (including this Agreement) include
      a reference to that document or agreement as varied, amended,
      supplemented, substituted, novated or assigned from time to time.

2.    CONDITIONS

2.1   Completion of the subscription of the Subscription Shares shall be
      conditional upon each of the following conditions having first been
      satisfied or waived:-

      2.1.1   a resolution or resolutions in terms to be agreed between the
              parties being passed at a general meeting of the Society or at a
              meeting of Supervisory Board, as appropriate, to (i) increase the
              share capital of the Society to allow for the subscription of the
              Subscription Shares, (ii) waive the pre-emption rights of Pioneer
              in respect of the subscription of the Subscription Shares, (iii)
              make amendments to the Articles in the agreed terms, (iv)
              (conditional on the agreed amendments to the Articles being
              registered by the Registration Court as referred to in CLAUSE
              2.1.3 below) make amendments to the by laws of the Supervisory
              Board in the agreed terms, (v) (conditional on the agreed
              amendments to the Articles being registered by the Registration
              Court as referred to in CLAUSE 2.1.3 below) appoint David Martin
              as a member of the Supervisory Board and (vi) amend the statutes
              of the Fund in terms to be agreed to reflect the changes in
              shareholders of the Society and the amendments to Articles, all as
              provided herein and in the Shareholders' Agreement;

      2.1.2   Confirmation being received from the Office for Protection of
              Consumers and Competition that it does not object to the
              subscription by Nationwide of the Subscription Shares;

      2.1.3   UNFE granting permission for (i) Nationwide to subscribe for the
              Subscription Shares , (ii) David Martin to be appointed a member
              of the Supervisory Board and (iii) the Articles and the statutes
              of the Fund to be amended as referred to in CLAUSE 2.1.1.; and

      2.1.4   registration by the Registration Court of (i) the increase in the
              share capital of the Society referred to in CLAUSE 2.1.1 and (ii)
              the amendments to the Articles in the agreed terms and
              notification to the Registration Court of (i) the appointment of
              David Martin as a Member of the Supervisory Board and (ii) the
              amendments to the statutes of the Fund in the agreed terms.


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2.2   Each party shall use all reasonable endeavours to procure (so far as it
      lies within its powers so to do) that each of the conditions set out in
      CLAUSE 2.1 (to the extent that such conditions are not waived) are
      fulfilled as soon as possible but in any event prior to 30 September 1999.
      Without prejudice to the generality of the above, each party will promptly
      provide all information reasonably requested by any court or governmental
      or regulatory agency so that such court or agency can give an approval to
      the transactions contemplated by this Agreement.

2.3   If each of the conditions set out in CLAUSE 2.1 shall not have been
      fulfilled (or waived) by 30 September 1999, this Agreement (other than the
      provisions of CLAUSES 7 (CONFIDENTIAL INFORMATION), 8 (ANNOUNCEMENTS), 10
      (GOVERNING LAW, LANGUAGE AND JURISDICTION) and 11 (PROTECTION OF NAME)
      shall, unless the parties otherwise agree, thereupon automatically cease
      and terminate and none of the parties shall have any claim of any nature
      whatsoever against the other parties, save in respect of (i) any breach of
      the provisions of this Agreement or the Shareholders' Agreement or (ii)
      the return of the monies paid by Nationwide for the Subscription Shares
      pursuant to CLAUSE 4 (ACTIONS FOLLOWING EXECUTION OF THIS AGREEMENT).

3.    CONDUCT PRIOR TO COMPLETION

3.1   Prior to Completion and save for such steps as may be taken in
      anticipation of CLAUSE 4 (ACTIONS FOLLOWING EXECUTION OF THIS AGREEMENT),
      the Society shall, and Pioneer shall cause, so far as it is able, the
      Society to carry on business in the ordinary and normal course of business
      as a going concern and in accordance with the Initial Business Plan and
      the Initial Budget.

3.2   Without prejudice to the generality of CLAUSE 3.1, the Society shall not
      and Pioneer shall cause, so far as it is able, that the Society shall not
      prior to Completion without the prior written consent of Nationwide or
      except as expressly contemplated in this Agreement, the Shareholders'
      Agreement, the Initial Budget or the Initial Business Plan:

      3.2.1   declare or pay any dividend or make any other form of distribution
              to its shareholders;

      3.2.2   acquire or dispose of any shares, debentures or other securities
              in any other company or all of any Shares (other than the
              allotment of the Subscription Shares to Nationwide) or grant or
              acquire any option over any shares, debentures or other securities
              of the Society or make any commitment to do so;

      3.2.3   (except in the ordinary course of business) dispose of any assets;

      3.2.4   embark on a programme, submit any bid or tender or making any
              contract or commitment which is likely to involve more than US$
              100,000 (or its equivalent) by reference to (i) value, (ii)
              capital expenditure or non-recurring costs or (iii) liabilities or
              otherwise result in any material change in the nature of the
              operations and activities of the Society's business;


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      3.2.5   borrow any sum which would result in the aggregate borrowings of
              the Society increasing by more than US$ 100,000 (or its
              equivalent);

      3.2.6   enter into any new contract or vary any existing contract with
              Pioneer any other member of the Pioneer Group except as provided
              for in the Shareholders' Agreement, the Initial Business Plan or
              the Initial Budget;

      3.2.7   make, terminate or vary any employment agreement or
              employment-related arrangement with any member of the Management
              Board or Supervisory Board;

      3.2.8   amend the fee rates or structure, charging rates or structure or
              commission rates or structure of the Society or the Fund from
              those in the Initial Budget and Initial Business Plan;

      3.2.9   alter the Articles, the statutes of the Fund or the by laws of the
              Management Board or the Supervisory Board except as expressly
              contemplated in CLAUSE 2.1.1.; or

      3.2.10  (to the extent permitted by law) lend any sum to any third party.

3.3   In the period prior to Completion or, if earlier, the date on which the
      parties agree that the conditions set out in CLAUSE 2.2 will not be
      satisfied, the Society shall provide to Nationwide and Pioneer shall cause
      the Society to provide a copy of all information that:-

      3.3.1   Pioneer receives from the Society; and

      3.3.2   a copy of all information in whatever format provided by the
              Society to any governmental or other regulatory authority.

4.    ACTIONS FOLLOWING EXECUTION OF THIS AGREEMENT

4.1   As soon as practicable following the execution of this Agreement, the
      Society shall, and Pioneer shall cause that the Society shall, convene a
      Shareholders' Meeting of the Society at which Pioneer shall pass the
      resolution referred to in CLAUSE 2.1.1.

4.2   As soon as practicable following the passing at a general meeting of the
      Society or the Supervisory Board, as appropriate, of the resolution
      referred to in CLAUSE 2.1.1 to increase the share capital of the Society
      to allow for the subscription of the Subscription Shares and to amend the
      Articles in the agreed terms, Nationwide will execute a notarial statement
      if required pursuant to Polish law, in a form to be agreed between the
      parties and shall make a payment of US $20,000,000 to an account (the
      "ESCROW ACCOUNT") in name of the Society at Citibank Poland S.A. in Warsaw
      ("CITIBANK") in respect of the subscription monies payable for the
      Subscription Shares. The terms on which the Escrow Account will be
      operated will be agreed between the parties and Citibank as soon as
      practicable following the signing of this Agreement but such terms shall
      be consistent, so far as is practicable with the following principles:-


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      4.2.1   the Escrow Account will be a US$ account in the sole name of the
              Society;

      4.2.2   funds received into the Escrow Account will be held in US$;

      4.2.3   no payments will be made from the Escrow Account except on the
              joint written instructions of Nationwide and the Society;

      4.2.4   if the conditions in CLAUSE 2.1.2 AND 2.1.3 are satisfied or
              waived then Nationwide and the Society will give written
              instructions to Citibank to transfer the monies payable for the
              Subscriptions Shares to the Society;

      4.2.5   in the event that

                  (i)   the applications for the permissions and confirmations
                        referred to in CLAUSES 2.1.2 AND 2.1.3 are rejected; or

                  (ii)  the applications for such permissions and confirmations
                        are withdrawn;

              and if Pioneer and Nationwide agree in writing not to proceed 
              further with the applications for such permissions, confirmations 
              or registrations, the Society and Nationwide shall as soon as
              practicable, and in any event within 2 Business Days of the
              happening of such agreement, give written instructions to Citibank
              to return to Nationwide all the subscription monies paid for the
              Subscription Shares pursuant to CLAUSE 4.2 together with any other
              sum properly payable to Nationwide. Notwithstanding the above the
              parties agree that if the conditions in CLAUSE 2.1.2 and 2.1.3 are
              not satisfied or waived by 30th September 1999, the written
              instructions to Citibank to return the subscription monies and the
              other sums to Nationwide referred to above shall be given to
              Citibank by no later than the close of business (Warsaw Time) on
              1st October 1999;

      4.2.6   all interest which accrues on any sum in the Escrow Account will
              be paid to Nationwide;

      4.2.7   all costs charged by Citibank to administer the Escrow Account
              shall be paid by Nationwide.

4.3   As soon as practicable following the payment by Nationwide to the Escrow
      Account for the Subscription Shares in accordance with CLAUSE 4.2, the
      parties will make applications for the permissions and confirmations
      referred to in CLAUSES 2.1.2 and 2.1.3 (to the extent such permissions and
      confirmation have not already been applied for). Nationwide hereby
      confirms that it has already applied for the confirmation referred to in
      CLAUSE 2.1.2.

4.4   As soon as practicable following:


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      4.4.1   confirmation being received from the Office for the Protection of
              Consumers and UNFE that they have given the confirmations and
              permissions referred to in CLAUSES 2.1.2 and 2.1.3; and

      4.4.2   the Society receiving payment for the Subscription Shares from the
              Escrow Account,

      the Society shall make the appropriate application to the Court for the
      registrations referred to in CLAUSE 2.1.4.

4.5   Completion shall take place at the Offices of Cameron McKenna Sp. z o.o.
      Warsaw Financial Centre, ul. Emilii Plater 53, Warsaw (or wherever else
      the Parties agree in writing) on the 5th Business Day following
      satisfaction of all of the conditions in CLAUSE 2.1. or such earlier date
      on which the parties agree in writing. At Completion, the Parties shall
      perform their respective Completion obligations set out in SCHEDULE 2
      (COMPLETION OBLIGATIONS).

4.6   In the event that:

      4.6.1   (following the payment of the subscription monies to the Society
              out of the Escrow Account) the resolutions referred to in CLAUSE
              2.1 are not passed;

      4.6.2   the application for the registration referred to in CLAUSE 2.1.4
              is rejected; or

      4.6.3   Pioneer and/or the Society fail to perform the obligations to be
              performed by them at Completion as set out in CLAUSE 4.5 and
              SCHEDULE 2 (COMPLETION OBLIGATIONS)

      the Society shall, and Pioneer shall cause that the Society shall, as soon
      as practicable and in any event within 2 Business Days of the happening of
      such event pay to Nationwide the sum of US$ 20,000,000. If the conditions
      in CLAUSE 2.1 are not satisfied by 30th September 1999 such payment shall
      be made by no later than the close of business (Warsaw Time) on 1st
      October 1999.

4.7   Notwithstanding Completion:

      4.7.1   each provision of this Agreement (and any other document referred
              to in it) not performed at or before Completion but which remains
              capable of performance;

      4.7.2   the Warranties; and

      4.7.3   all covenants and other undertakings contained in or entered into
              pursuant to this Agreement


      will remain in full force and effect and (except as otherwise expressly
      provided) without limit in time.


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4.8   Pioneer hereby confirms that it waives all and any rights of pre-emption
      it has in respect of the subscription of the Subscription Shares by
      Nationwide.

5.    WARRANTIES

5.1   The Society hereby warrants to Nationwide as at the date of this Agreement
      and as at Completion that:

      5.1.1   it has full power to enter into this Agreement and the other
              agreements to be entered into by it pursuant to this Agreement
              each of which constitutes (or will when executed constitute)
              binding obligations on the Society in accordance with their
              respective terms.

      5.1.2   Pioneer is the sole owner of 340,000 Shares free from Encumbrances
              created by the Society and such Shares represent the entire issued
              share capital of the Society. There is no Encumbrance on, over or
              affecting any unissued shares of the Society and no person (other
              than Nationwide) has the right (exercisable now or in the future
              of whether contingent or not) to call for the issue of any share
              capital of the Society;

      5.1.3   the Subscription Shares will, when issued, be free from
              Encumbrances and no person (other than Nationwide) will have any
              right to call for their delivery.

5.2   The Society hereby warrants as at Completion that it has obtained all
      necessary corporate and other consents and approvals in relation to the
      performance of this Agreement and the other documents to be executed by it
      at Completion and accordingly it has full power to perform this Agreement
      and such other agreements.

5.3   Nationwide hereby warrants to the Society as at the date of this Agreement
      and as at Completion that it has full power to enter into this Agreement
      and the other agreements to be entered into by it pursuant to this
      Agreement each of which constitutes (or will when executed constitute)
      binding obligations on Nationwide in accordance with their respective
      terms.

5.4   Nationwide hereby warrants as at Completion that it has obtained all
      necessary corporate and other consents and approvals in relation to the
      performance of this Agreement and the other documents to be executed by it
      at Completion and accordingly it has full power to perform this Agreement
      and such other agreements.

6.    COSTS

6.1   Any stamp duty payable on the subscription by Nationwide of the
      Subscription Shares shall be paid as to 50% by Nationwide and 50% by
      Pioneer. All notarial fees and court fees payable in respect of any action
      required in connection with this Agreement, including but not limited to
      the passing of the resolution referred to in CLAUSE 2.1.1 or the
      registration referred to in CLAUSE 2.1.4 shall be payable the Society. All
      fees payable to Citibank in connection with the operation of the account
      referred to in CLAUSE 4.2 and all notarial fees payable in respect of the
      agreement referred to in CLAUSE 4.2 shall be payable by Nationwide.


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6.2   All other costs, legal fees and other expenses incurred in the
      negotiation, preparation and execution of this Agreement shall be borne
      and paid by the party which incurred them.

7.    CONFIDENTIAL INFORMATION

7.1   Each of the parties undertakes to the others that it shall not (and shall
      procure that none of its Associates shall) disclose to any person (other
      than those persons (including that party's professional advisers) whose
      province it is to know the same on a "need-to-know" basis for the proper
      implementation of this Agreement) or use or exploit for any purpose
      whatever any of the trade secrets or confidential knowledge or information
      or any financial or trading information ("CONFIDENTIAL INFORMATION")
      relating to the business or affairs of the other parties (or their
      Associates) which the relevant parties may receive or obtain as a result
      of negotiating or entering into this Agreement, and shall use its
      reasonable endeavours to prevent its (and their) employees and agents from
      so acting.

7.2   Each party shall (and shall procure their Associates shall) (i) procure
      that anyone coming into receipt of Confidential Information shall be
      informed upon receipt that such information is Confidential Information
      and (ii) use their reasonable endeavours to procure that any person to
      whom disclosure is made under (i) of this clause shall comply with the
      provisions of this CLAUSE 7 in respect of such Confidential Information as
      if they were a party to this Agreement.

7.3   The restrictions in this clause shall continue to apply for a period of
      three years after the expiration or sooner termination of this Agreement
      but shall cease to apply to information or knowledge which:-

      7.3.1   may properly come into the public domain through no fault of or
              breach of this Agreement by the party so restricted; or

      7.3.2   a party (or other person properly receiving the information
              consistent with CLAUSE 7.1) is required to disclose by law or by
              order of any court or by any competent governmental or other
              regulatory authority provided that any information disclosable
              pursuant to this CLAUSE 7.3.2 shall be disclosed only to the
              extent required by such law, order, governmental or other
              authority and only after prior consultation (if practicable) with
              the other parties;

      7.3.3   information which is independently developed by the relevant party
              or acquired from a third party to the extent that it is acquired
              with the right to use or exploit or disclose the same;

      7.3.4   any announcement made in accordance with the terms of CLAUSE 8.

8.    ANNOUNCEMENTS

8.1   Save, and insofar as required by the rules of any stock exchange or other
      governmental or regulatory authority (whether or not having the force of
      law) to which a party may be subject, no announcement shall be made by any
      party either 


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<PAGE>   11
      before or after Completion in relation to any of the transactions provided
      for in this Agreement without the prior written consent of both Pioneer
      and Nationwide, which prior written consent shall not be unreasonably
      withheld or delayed.

8.2   Each of the parties undertakes to provide all such information known to it
      or which, on reasonable enquiry, ought to be known to it as may reasonably
      be required by the other parties for the purpose of complying with the
      requirements of any stock exchange or other governmental or regulatory
      authority to which one of the parties to this Agreement is subject.

9.    WAIVER, FORBEARANCE AND VARIATION

9.1   The rights of any party shall not be prejudiced or restricted by any
      indulgence or forbearance extended to any other party and no waiver by any
      party in respect of any breach shall operate as a waiver in respect of any
      subsequent breach.

9.2   This Agreement shall not be amended, varied or cancelled, unless such
      amendment, variation or cancellation shall be expressly agreed in writing
      by each party but so that an amendment, variation or cancellation which
      only affects the rights of particular parties shall only require the
      agreement of those parties.

10.   GOVERNING LAW, LANGUAGE AND JURISDICTION

10.1  The construction, validity and performance of this Agreement shall be
      governed in all respects by Polish law.

10.2  All notices or formal communications under or in connection with this
      Agreement shall be in the English language or in any other language
      accompanied by a translation into English. In the event of any conflict
      between the English text and the text in any other language, the English
      text shall prevail.

10.3  

      10.3.1  All disputes arising out of or in connection with this Agreement
              shall be finally settled by the Arbitration Court at the Polish
              Chamber of Commerce in Warsaw (Sad Arbitrazowy przy Krajowej Izbie
              Gospodarczej w Warszawie) in accordance with the Rules of that
              Court as in force at the date of the filing of the statement of
              claim.

      10.3.2  Performance under this Agreement shall continue if and so far as
              reasonably possible during any disagreement or arbitration
              proceedings.

      10.3.3  The place and seat of the arbitration shall be Warsaw. The
              language of the arbitration shall be English.


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<PAGE>   12
11.   PROTECTION OF NAME

      For the avoidance of doubt nothing in this Agreement permits or will
      permit the Society to use the name "Nationwide" or any derivative thereof
      in any business conducted by the Society without Nationwide's prior
      written consent to such use.

12.   SEVERABILITY

      If any of the provisions of this Agreement is found by an arbitrator or
      other competent authority to be void or unenforceable, such provision
      shall be deemed to be deleted from this Agreement and the remaining
      provisions of this Agreement shall continue in full force and effect.
      Notwithstanding the foregoing the parties shall thereupon negotiate in
      good faith in order to agree the terms of a mutually satisfactory
      provision to be substituted for the provision so found to be void or
      unenforceable.

13.   ENTIRE AGREEMENT

      This Agreement and any other agreement to be entered into on or prior to
      Completion in accordance with its terms supersedes any previous agreement
      between the parties in relation to the matters dealt with herein and
      represents the entire understanding between the parties in relation
      thereto.

14.   NOTICES

14.1  Any notice to be given under this Agreement shall be in writing and
      delivered by hand or internationally recognised courier service and/or
      sent by post (registered delivery if inland and airmail if overseas) or
      facsimile (in the case of facsimile to be confirmed in writing within 48
      hours of being sent by such notice being delivered by hand or sent by
      registered delivery as aforesaid). The address for service of each party
      shall by as follows:-


      Party:          THE PIONEER GROUP, INC.

      Address:        60 State Street,
                      Boston MA
                      USA

      Facsimile No:   001 617 422 4286

      Attention of:   Alicja Malecka

      Copy to:        Robert P Nault
                      General Counsel
                      The Pioneer Group, Inc.
                      60 State Street
                      Boston MA
                      USA


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<PAGE>   13
      Facsimile No:   001 617 422 4293

      Party:          NATIONWIDE GLOBAL HOLDINGS, INC.

      Address:        One Nationwide Plaza
                      Columbus
                      Ohio 43215
                      United States of America

      Facsimile No:   001 614 677 62 54

      Attention of:   David Martin

      Copy to:        Toni Ness
                      Nationwide Global Holdings, Inc.
                      One Nationwide Plaza
                      Columbus,
                      Ohio 43215
                      United States of America

      Facsimile No:   001 614 249 72 54

      Party:          PIONEER POWSZECHNE TOWARZYSTWO EMERYTALNE

      Address:        INTRACO, 29th floor
                      2 Stawki Street
                      00-193 Warsaw
                      Poland

      Facsimile No:   00 48 22 635 8145

      Attention of:   The President of the Management Board


      Any party may change any of its address, fax number or the name of the
      person for whose attention the notice is to be addressed by serving a
      notice on the other parties pursuant to this clause.

14.2  A notice shall be deemed to have been served as follows:-

      14.2.1  if delivered by hand or by internationally recognised courier
              service, at the time of delivery;

      14.2.2  if posted, at the expiration of 48 hours or (in the case of
              airmail) seven days after the envelope containing the same was
              delivered into the custody of the postal authorities; and

      14.2.3  if sent by facsimile or telemessage, at the expiration of 12 hours
              after the same was despatched


      except that if a notice or other communication would be deemed to be
      delivered under the above provisions after 5.30pm on any Business Day or
      on any day which is 


                                      -11-
<PAGE>   14
      not a Business Day, then it shall be deemed instead to have been delivered
      at 9.30am on the next day which is a Business Day.

14.3  In proving such service it shall be sufficient to prove that the envelope
      was properly addressed and personal delivery was made, or that the
      envelope containing such notice was delivered into the custody of the
      postal authorities as a prepaid first class recorded delivery or airmail
      letter (as appropriate) or that the telex, facsimile or telemessage was
      properly addressed and transmitted as the case may be.

15.   COUNTERPARTS

      This Agreement may be executed in one or more counterparts each signed by
      each of the parties and such counterparts shall together constitute one
      document.


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<PAGE>   15
                                   SCHEDULE 1
                              WORDS AND EXPRESSIONS


      "ARTICLES": the articles of association of the Society;

      "ASSOCIATE": in relation to Pioneer or Nationwide any subsidiary or
      holding company of the party or subsidiary of such holding company from
      time to time (other than the Society);

      "BUSINESS": has the meaning set out in the Shareholders' Agreement;

      "BUSINESS DAY": any day other than a Saturday, Sunday or any bank or other
      public holiday in Poland;

      "COMPLETION": completion of the Subscription of Subscription Shares in the
      Society in accordance with CLAUSE 4.5;

      "CONFIDENTIAL INFORMATION": has the meaning set out in CLAUSE 7.1;

      "ENCUMBRANCE" means any interest or equity of any person (including any
      right to acquire, option or right of pre-emption or conversion) or any
      mortgage, charge, pledge, lien, assignment, security interest, title
      retention or any other security agreement or arrangement, or any agreement
      to create any of the above;

      "FUND": the Pioneer Open Pension Fund;

      "GROUP": either or both of the Pioneer Group or the Nationwide Group and
      references to "its Group" shall be to the Pioneer Group or the Nationwide
      Group as the context shall require;

      "INITIAL BUDGET": the first budget for the Society in the agreed terms;

      "INITIAL BUSINESS PLAN": the first business plan for the Society in the
      agreed terms;

      "IN THE AGREED TERMS": in the form of the draft agreed by or on behalf of
      the parties attached to this Agreement and initialled for identification
      by or on behalf of Pioneer and Nationwide; and

      "MANAGEMENT BOARD": the management board of the Society;

      "NATIONWIDE GROUP": Nationwide and its Associates from time to time;

      "PENSION LAW": the Law of 28 August 1997 on the Organisation and Operation
      of Pension Funds, as amended;

      "PIONEER GROUP": Pioneer and its Associates from time to time;


                                      -13-
<PAGE>   16
      "SHARES": shares in the share capital of the Society;

      "SHAREHOLDERS' AGREEMENT": the shareholders' agreement entered into by
      Pioneer and Nationwide on the date of this Agreement;

      "SUBSCRIPTION SHARES": the 145,714 shares of PLN 100 each to be subscribed
      for by Nationwide pursuant to this Agreement;

      "SUPERVISORY BOARD": the supervisory board of the Society;


                                      -14-
<PAGE>   17
                                   SCHEDULE 2.
                              EVENTS AT COMPLETION

1.    PIONEER'S AND THE SOCIETY'S COMPLETION OBLIGATIONS

      Pioneer and the Society will be obliged to deliver to Nationwide (or
      otherwise make available to the satisfaction of Nationwide):

1.1   A copy of the resolution of the board of directors of Pioneer ratifying
      the execution by Pioneer of this Agreement, the Shareholders' Agreement
      and the other documents to be executed by it of Completion;

1.2   a share certificate in respect of the Subscription Shares subscribed by
      Nationwide, such share certificate to be in the name of Nationwide;

1.3   a copy of the resolution referred to in CLAUSE 2.1.1;

1.4   a copy of the Permission from UNFE referred to in cLAUSE 2.1.3; and

1.5   an extract from the register maintained by Registration Court evidencing
      the increase in the share capital of the Society, the allotment of the
      Subscription Share to Nationwide and the amendments in the agreed terms to
      the Articles.

2.    NATIONWIDE'S COMPLETION OBLIGATIONS

      Nationwide's obligations are to deliver to Pioneer and the Society:

2.1   a copy of the resolution of the board of directors of Nationwide
      authorising or ratifying the execution by Nationwide of this Agreement,
      the Shareholders' Agreement and the other documents to be executed by it
      at Completion.

2.2   a copy of the confirmation referred to in CLAUSE 2.1.2.


                                      -15-
<PAGE>   18
SIGNATURES:




/s/ Alicja Malecka
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For THE PIONEER GROUP, INC.


/s/ David M. Martin
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For NATIONWIDE GLOBAL HOLDINGS, INC.


/s/ Tomasz Orlik
--------------------------------------------------------------------------------
For PIONEER POWSZECHNE TOWARZYSTWO EMERYTALNE S.A.


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