<PAGE>

                                                                   EXHIBIT 10.16

                          SHARE SUBSCRIPTION AGREEMENT

            SHARE SUBSCRIPTION AGREEMENT, dated as of November 12, 1998 (this
"AGREEMENT"), among The Tokio Marine and Fire Insurance Co., Ltd., a Tokyo
corporation ("TOKIO MARINE"), TA I Limited, a limited liability company
organized under the laws of England and Wales ("NEWCO 1"), and TA II Limited, a
limited liability company organized under the laws of England and Wales ("NEWCO
2" and, together with Newco 1, the "NEWCOS").

                                    RECITALS:

            Approximately 79% of the issued and outstanding ordinary shares, par
value (pound)0.10 per share, of Newco 1 ("NEWCO 1 ORDINARY SHARES") are
currently owned by Profit Sharing (Overseas), Limited Partnership, an Alberta
limited partnership (the "KKR PARTNERSHIP") organized by an affiliate of
Kohlberg Kravis Roberts & Co., and approximately 21% of the issued and
outstanding Newco 1 Ordinary Shares are currently owned by Royal & Sun Alliance
Insurance Group plc, Guardian Royal Exchange plc, The Chubb Corporation, The
Hartford Financial Services Group, Inc. and The Travelers Indemnity Company
(collectively, the "EXISTING PURCHASERS"). Newco 1 owns all the issued and
outstanding ordinary shares, par value (pound)0.10 per share, of Newco 2. All
the issued and outstanding preference shares, redemption value $25.00 per share,
of Newco 2 ("NEWCO 2 PREFERRED SHARES") are currently owned by the Existing
Purchasers.

            Newco 2 beneficially owns all of the issued and outstanding ordinary
shares, par value (pound)0.10 per share, of TA III plc, a public limited company
organized under the laws of England and Wales ("NEWCO 3"). Newco 3 beneficially
owns all of the issued and outstanding ordinary shares, par value (pound)0.10
per share, of Trinity Acquisition plc, a public limited liability company
organized under the laws of England and Wales ("BIDCO"), which made a successful
offer (the "OFFER") for all of the issued and outstanding ordinary shares of
Willis Corroon Group plc, a public limited liability company organized under the
laws of England and Wales ("WCG").

            The Existing Purchasers or their nominees subscribed for their Newco
1 Ordinary Shares and their Newco 2 Preferred Shares pursuant to the Share
Subscription Agreement, dated as of July 22, 1998 (the "SHARE SUBSCRIPTION
AGREEMENT"), among Newco 1, Newco 2 and the Existing Purchasers. In connection
with the Existing Purchasers' subscription for such shares, (i) the Newcos and
the KKR Partnership granted the Existing Purchasers certain rights, and the
Existing Purchasers agreed to certain restrictions, with respect to such shares
pursuant to a Shareholder Rights Agreement, dated as of July 22, 1998 (the
"SHAREHOLDER RIGHTS AGREEMENT"), among Newco 1, Newco 2, the KKR Partnership and
the Existing Purchasers and (ii) the Newcos granted the Existing Purchasers
certain registration rights with respect to their shares pursuant to the
Registration Rights Agreement, dated as of July 21, 1998 (the "REGISTRATION
RIGHTS AGREEMENT"), among Newco 1, Newco 2 and the Existing Purchasers.

            Newco 1 desires to issue, and Tokio Marine desires to purchase,
1,000,000 Newco 1 Ordinary Shares, and Newco 2 desires to issue, and Tokio
Marine desires to purchase, 525,760 Newco 2 Preferred Shares upon the terms and
subject to the conditions hereinafter set forth.

<PAGE>

            In connection with Tokio Marine's subscriptions hereunder, Tokio
Marine, the Newcos, the KKR Partnership and the Existing Purchasers will enter
into an Amendment and Assumption Agreement, dated as of the date hereof (the
"AMENDMENT AGREEMENT"; unless otherwise defined herein, terms defined in the
Amendment Agreement are used herein as defined therein), pursuant to which,
among other things, Tokio Marine will become a party to, and be bound by, to the
same extent as the Existing Purchasers, the Shareholder Rights Agreement and the
Registration Rights Agreement.

            Tokio Marine has conditioned subscription of the Newco 1 Ordinary
Shares and the Newco 2 Preferred Shares to be subscribed for by it hereunder on
Newco 1 and Newco 2 making certain representations and warranties to it
hereunder and, in order to induce Tokio Marine to subscribe such shares, each of
Newco 1 and Newco 2 is willing to make and hereby makes such representations and
warranties.

                                    AGREEMENT

            NOW, THEREFORE, the parties hereto agree as follows:

                                   ARTICLE 1

                                PURCHASE AND SALE

            SECTION 1.1 PURCHASE AND SALE. Upon the terms and subject to the
conditions of this Agreement, Newco 1 agrees to issue to Tokio Marine or its
Affiliate, and Tokio Marine agrees to subscribe, or to procure the subscription
by an Affiliate of, the number of Newco 1 Ordinary Shares (the "SUBSCRIPTION
ORDINARY SHARES"), and Newco 2 agrees to issue to Tokio Marine or its Affiliate,
and Tokio Marine agrees to subscribe, or to procure the subscription by an
Affiliate of, the number of Newco 2 Preferred Shares (the "SUBSCRIPTION
PREFERRED SHARES" and, together with the Subscription Ordinary Shares, the
"SUBSCRIPTION SHARES") set forth opposite its name on Schedule I hereto. The
subscription price for the Subscription Ordinary Shares is (pound)2.00 per
share, and the subscription price for the Subscription Preferred Shares is the
sterling equivalent of $25 per share (using the exchange rate of $1.6430 per
(pound)1.00). The aggregate subscription price for all of the Subscription
Ordinary Shares is (pound)2,000,000 (the "ORDINARY SHARE SUBSCRIPTION PRICE"),
and the aggregate subscription price for all of the Subscription Preferred
Shares is (pound)8,000,000 (the "PREFERRED SHARE SUBSCRIPTION PRICE").

            SECTION 1.2 CLOSING. The closing (the "CLOSING") of the subscription
and sale of the Subscription Shares hereunder shall take place at the offices of
Clifford Chance, 200 Aldersgate, London EC1A 4JJ on or about November 18, 1998
(the "CLOSING DATE") unless otherwise agreed to by the parties hereto, and such
date will then be deemed to be the "Closing Date" for purposes hereunder. At the
Closing, (a) Tokio Marine shall deliver or cause to be delivered to Newco 1, in
immediately available funds, the Ordinary Share Subscription Price, by wire
transfer of immediately available funds to an account designated by Newco 1 at
least two Business Days prior to the Closing Date, and deliver or cause to be
delivered to Newco 2, in immediately available funds, the Preferred Share
Subscription Price by wire transfer of immediately available funds to an account
designated by Newco 2 at least two Business Days prior to the Closing Date, and
(b) Newco 1 shall deliver to Tokio Marine certificates for Tokio


                                       2
<PAGE>

Marine's Subscription Ordinary Shares, and Newco 2 shall deliver to Tokio Marine
certificates for Tokio Marine's Subscription Preferred Shares, in each case,
duly registered in the names of the Person or Persons designated by Tokio
Marine, each such designation to be notified to Newco 1 and Newco 2 at least two
Business Days in advance of the Closing Date. Dividends on the Newco 2 Preferred
Shares shall accrue from the date they are issued.

                                   ARTICLE 2

                    REPRESENTATIONS AND WARRANTIES OF NEWCOS

            Each Newco jointly and severally represents and warrants:

            SECTION 2.1 CORPORATE EXISTENCE AND POWER; NEWLY FORMED CORPORATION.
Such Newco, Newco 3 and Bidco are limited liability companies duly organized
under the laws of England and Wales and are validly existing. Such Newco, Newco
3 and Bidco were incorporated solely for the purpose of effectuating the Offer
and have not conducted any business or entered into any agreements or
commitments except with respect to the foregoing.

            SECTION 2.2 AUTHORIZATION. (a) The execution, delivery and
performance by such Newco of this Agreement, the Shareholder Rights Agreement,
the Registration Rights Agreement and the Amendment Agreement and the
transactions contemplated hereby and by each of the foregoing are within such
Newco's corporate powers and have been duly authorized by all necessary
corporate action on the part of such Newco.

            (b) This Agreement, the Shareholder Rights Agreement, the
Registration Rights Agreement and the Amendment Agreement have each been duly
executed and delivered by such Newco. This Agreement, the Shareholder Rights
Agreement, the Registration Rights Agreement and the Amendment Agreement each
constitute a valid and binding agreement of such Newco, enforceable against it
in accordance with its terms, except (i) as limited by applicable bankruptcy,
insolvency, reorganization, moratorium, and other laws of general application
affecting enforcement or creditors' rights generally, (ii) as limited by laws
relating to the availability of specific performance, injunctive relief, or
other equitable remedies and (iii) with respect to provisions relating to
indemnification and contribution, as limited by considerations of public policy.

            SECTION 2.3 GOVERNMENTAL AUTHORIZATION. The execution, delivery and
performance by such Newco of this Agreement, the Shareholder Rights Agreement,
the Registration Rights Agreement and the Amendment Agreement require no order,
license, consent, authorization or approval of, or exemption by, or action by or
in respect of, or notice to, or filing or registration with, any governmental
body, agency or official except such as have been obtained or except where the
failure to obtain any such order, license, consent, authorization, approval or
exemption or give any such notice or make any filing or registration would not,
in the aggregate, reasonably be expected materially to adversely affect the
ability of such Newco to perform its obligations hereunder or thereunder.

            SECTION 2.4 NONCONTRAVENTION. The execution, delivery and
performance by such Newco of this Agreement, the Shareholder Rights Agreement,
the Registration Rights


                                       3
<PAGE>

Agreement and the Amendment Agreement do not and will not (i) violate the
memorandum and articles of association of such Newco, Newco 3 or Bidco, (ii)
violate any law, rule, regulation, judgment, injunction, order or decree
applicable to or binding upon such Newco, Newco 3 or Bidco, (iii) require any
consent or other action by any person under, constitute a default under (with
due notice or lapse of time or both), or give rise to any right of termination,
cancellation or acceleration of any right or obligation of such Newco, Newco 3
or Bidco or to a loss of any benefit to which such Newco, Newco 3 or Bidco is
entitled under any provision of any agreement or other instrument binding upon
such Newco, Newco 3 or Bidco or any of its assets or properties or (iv) result
in the creation or imposition of any material mortgage, lien, pledge, charge,
security interest or encumbrance (each, a "LIEN") on any property or asset of
such Newco, Newco 3 or Bidco.

            SECTION 2.5 CAPITALIZATION. (a) As of the date hereof, the
authorized capital of Newco 1 consists of 2,000,001,000 Newco 1 Ordinary Shares
and 199,999,900 convertible cumulative redeemable preference shares, of which
92,027,162 and 20,000,000 are issued, respectively. On or about the Closing
Date, the issued convertible cumulative redeemable preference shares will
convert into 10,000,000 Newco 1 Ordinary Shares. Immediately prior to the
Closing, the authorized capital of Newco 1 will comprise at least a sufficient
number of Newco 1 Ordinary Shares so as to satisfy the subscription hereunder.

            (b) As of the date hereof, the authorized capital of Newco 2
consists of 2,000,000,000 ordinary shares of (pound)0.10 each and 20,000,000
preference shARES of $10.00 each, of which 101,833,342 and 10,164,693 are
issued, respectively. Immediately prior to the Closing, the authorized capital
of Newco 2 will comprise at least a sufficient number of Newco 2 Preferred
Shares so as to satisfy the subscription hereunder.

            (c) Except as set forth in this Section 2.5, there are, and
immediately after the Closing there will be, no issued (i) ordinary shares or
voting securities of such Newco, (ii) securities of such Newco convertible into
or exchangeable for ordinary shares or voting securities of such Newco, (iii)
options or other rights to acquire from such Newco, or other obligation of such
Newco to issue, any ordinary shares, voting securities or securities convertible
into or exchangeable for ordinary shares or voting securities of such Newco
(except for rights and options to acquire Newco 1 non-voting ordinary shares
granted to certain officers and employees of WCG and its subsidiaries) or (iv)
obligation of such Newco to repurchase or otherwise acquire or retire any
ordinary shares or any convertible securities, rights or options of the type
described in clause (i), (ii), or (iii) (except as permitted by the terms of the
Newco 2 Preferred Shares, the terms of the Shareholder Rights Agreement and the
terms of the agreements to be entered into with certain officers and employees
of WCG or its subsidiaries relating to Newco 1 non-voting ordinary shares and
options).

            SECTION 2.6 VALID ISSUANCE OF SECURITIES. The Subscription Shares
which are being issued by such Newco to Tokio Marine hereunder will be duly and
validly authorized and, when issued in accordance with the terms hereof for the
consideration expressed herein, will be fully paid and nonassessable.

            SECTION 2.7 NO BROKERS FEES. Such Newco has not retained, and is not
subject to the valid claim of, any finder, broker, consultant or financial
advisor in connection with this


                                       4
<PAGE>

Agreement or the transactions contemplated hereby who might be entitled to a fee
or commission from Tokio Marine in connection with this Agreement or the
transactions contemplated hereby.

                                    ARTICLE 3

                   REPRESENTATION AND WARRANTIES OF PURCHASERS

            Tokio Marine represents and warrants:

            SECTION 3.1 EXISTENCE AND POWER. Tokio Marine is a corporation duly
organized, validly existing and in good standing under the laws of its
jurisdiction of organization.

            SECTION 3.2 AUTHORIZATION. The execution, delivery and performance
by Tokio Marine of this Agreement and the Amendment Agreement and the
transactions contemplated hereby and thereby are within its corporate powers and
have been duly authorized by all necessary action on the part of Tokio Marine.
This Agreement and the Amendment Agreement have each been duly executed and
delivered by Tokio Marine. This Agreement and the Amendment Agreement each
constitute a valid and binding agreement of Tokio Marine, enforceable against
Tokio Marine in accordance with its terms, except (i) as limited by applicable
bankruptcy, insolvency, reorganization, moratorium, and other laws of general
application affecting enforcement or creditors' rights generally, (ii) as
limited by laws relating to the availability of specific performance, injunctive
relief, or other equitable remedies and (iii) with respect to provisions
relating to indemnification and contribution, as limited by considerations of
public policy.

            SECTION 3.3 GOVERNMENTAL AUTHORIZATION. The execution, delivery and
performance by Tokio Marine of this Agreement and the Amendment Agreement
require no order, license, consent, authorization or approval of, or exemption
by, or action by or in respect of, or notice to, or filing or registration with,
any governmental body, agency or official except such as have been obtained or
except where the failure to obtain any such order, license, consent,
authorization, approval or exemption or give any such notice or make any filing
or registration would not, in the aggregate, reasonably be expected to adversely
affect the ability of Tokio Marine to perform its obligations hereunder or
thereunder.

            SECTION 3.4 NONCONTRAVENTION. The execution, delivery and
performance by Tokio Marine of this Agreement and the Amendment Agreement do not
and will not (i) violate the certificate of incorporation or bylaws of Tokio
Marine or any similar organizational or constitutive document, (ii) violate any
law, rule, regulation, judgment, injunction, order or decree applicable to or
binding upon Tokio Marine, (iii) require any consent or other action by any
person under, constitute a default under (with due notice or lapse of time or
both), or give rise to any right of termination, cancellation or acceleration of
any right or obligation of Tokio Marine or to a loss of any benefit to which
Tokio Marine is entitled under any provision of any agreement or other
instrument binding upon Tokio Marine or any of its assets or properties or (iv)
result in the creation or imposition of any material Lien on any property or
asset of Tokio Marine.


                                       5
<PAGE>

            SECTION 3.5 PURCHASE FOR INVESTMENT. Tokio Marine is purchasing its
Subscription Shares for investment for its own account and not with a view to,
or for sale in connection with, any distribution thereof.

            SECTION 3.6 PRIVATE PLACEMENT. (a) Tokio Marine's financial
situation is such that Tokio Marine can afford to bear the economic risk of
holding its Subscription Shares for an indefinite period of time, and Tokio
Marine can afford to suffer the complete loss of the investment in its
Subscription Shares.

            (b) Tokio Marine's knowledge and experience in financial and
business matters are such that it is capable of evaluating the merits and risks
of the investment in its Subscription Shares, or Tokio Marine has been advised
by a representative possessing such knowledge and experience.

            (c) Tokio Marine understands that the Subscription Shares acquired
hereunder are a speculative investment which involves a high degree of risk of
loss of the entire investment therein, that there will substantial restrictions
on the transferability of the Subscription Shares as set forth in the
Shareholder Rights Agreement and that for an indefinite period following the
date hereof there will be no public market for the Subscription Shares and that,
accordingly, it may not be possible for Tokio Marine to sell the Subscription
Shares in case of emergency or otherwise.

            (d) Tokio Marine and its representatives, including, to the extent
it deems appropriate, its professional, financial, tax and other advisors, have
reviewed all documents provided to them in connection with the investment in the
Subscription Shares, and Tokio Marine understands and is aware of the risks
related to such investment.

            (e) Tokio Marine and its representatives have been given the
opportunity to examine documents and to ask questions of, and to receive answers
from Newco 1, Newco 2 and the KKR Partnership and/or their respective
representatives concerning the terms and conditions of the acquisition of the
Subscription Shares and related matters and to obtain such additional
information which Tokio Marine or its representatives deem necessary.

            (f) Tokio Marine is an "ACCREDITED INVESTOR" as such term is defined
in Regulation D under the Securities Act of 1933, as amended, and the rules and
regulations promulgated thereunder.

            SECTION 3.7 NO BROKERS FEES. Tokio Marine has not retained, and, to
its knowledge, is not subject to the valid claim of, any finder, broker,
consultant or financial advisor in connection with this Agreement or the
transactions contemplated hereby who might be entitled to a fee or commission
from either Newco or the KKR Partnership in connection with this Agreement or
the transactions contemplated hereby.


                                       6
<PAGE>

                                   ARTICLE 4

                            COVENANTS OF THE PARTIES

            SECTION 4.1 FURTHER ASSURANCES. Each Newco and Tokio Marine agrees
that, from time to time, it will execute and deliver such further instruments of
conveyance and transfer and take such other actions as may be necessary to carry
out the purposes and intents of this Agreement.

                                    ARTICLE 5

                                  MISCELLANEOUS

            SECTION 5.1 NOTICES. All notices, requests, claims, demands and
other communications hereunder shall be in writing and shall be given or made
(and shall be deemed to have been duly given or made upon receipt) by delivery
in person, by courier service, by cable, by telecopy, by telegram, by telex or
registered or certified mail (postage prepaid, return receipt requested) as
follows (or at such other address for a party as shall be specified in a notice
given in accordance with this Section 5.1):

            if to a KKR Partnership, to:

                  c/o Kohlberg Kravis Roberts & Co.
                  9 West 57th Street
                  New York, New York 10019
                  Attention:  Perry Golkin
                  Telecopy:  (212) 750-0003

            with a copy to:

                  Simpson Thacher & Bartlett
                  99 Bishopsgate
                  21st Floor
                  London  EC2M 3YH
                  Attention:  Gregory W. Conway, Esq.
                  Telecopy: 44-171-422-4022

            if to Newco 1 or Newco 2, to:

                  c/o Kohlberg Kravis Roberts & Co.
                  9 West 57th Street
                  New York, New York 10019
                  Attention:  Perry Golkin
                  Telecopy:  (212) 750-0003


                                       7
<PAGE>

            with a copy to:

                  Simpson Thacher & Bartlett
                  99 Bishopsgate
                  21st Floor
                  London  EC2M 3YH
                  Attention:  Gregory W. Conway, Esq.
                  Telecopy: 44-171-422-4022

            if to Tokio Marine:

                  The Tokio Marine and Fire Insurance Co., Ltd.
                  West 14th Floor, Otemachi First Square
                  5-1, Otemachi 1-Chome
                  Chiyoda-ku, Tokyo
                  100-0004 Japan
                  Attention:  Eisuke Shigemura
                  Telecopy:  813-5223-3542

            SECTION 5.2 AMENDMENTS AND WAIVERS. (a) Any provision of this
Agreement may be amended or waived if, but only if, such amendment or waiver is
in writing and is signed, in the case of an amendment, by each party to this
Agreement, or in the case of a waiver, by the party against whom the waiver is
to be effective.

            (b) No failure or delay by any party in exercising any right, power
or privilege hereunder shall operate as a waiver thereof nor shall any single or
partial exercise thereof preclude any other or further exercise thereof or the
exercise of any other right, power or privilege. The rights and remedies herein
provided shall be cumulative and not exclusive of any rights or remedies
provided by law.

            SECTION 5.3 EXPENSES. All costs and expenses incurred in connection
with this Agreement shall be paid by the party incurring such cost or expense.

            SECTION 5.4 SUCCESSORS AND ASSIGNS. The provisions of this Agreement
shall be binding upon and inure to the benefit of the parties hereto and their
respective successors and lawful assigns, provided that no party may assign,
delegate or otherwise transfer any of its rights or obligations under this
Agreement without the consent of each other party hereto, provided, further,
that any Affiliate of Tokio Marine that subscribes for Newco 1 Ordinary Shares
or Newco 2 Preferred Shares pursuant to Section 1.1 shall be deemed to be
included within the definition of "Tokio Marine" for purposes of this Agreement.

            SECTION 5.5 GOVERNING LAW; SUBMISSION TO JURISDICTION; APPOINTMENT
OF AGENT FOR SERVICE; WAIVER. (a) This Agreement will be governed by, and
construed in accordance with, the laws of the State of New York, without giving
effect to the principles of conflict of laws thereof. The parties to this
Agreement hereby agree to submit to the jurisdiction of the courts of the State
of New York, the courts of the United States of America for the Southern
District of New York, and appellate courts from any thereof in any action or
proceeding arising out of or relating to this Agreement. The parties hereto
irrevocably and unconditionally waive


                                       8
<PAGE>

trial by jury in any legal action or proceeding in relation to this Agreement
and for any counterclaim therein.

            (b) Each of Tokio Marine and Newco 1 and Newco 2 to the fullest
extent permitted by applicable law, irrevocably and fully waives the defense of
an inconvenient forum to the maintenance of such legal action or proceeding and
will hereby irrevocably designate and appoint within ten Business Days of the
date hereof CT Corporation (the "AUTHORIZED AGENT"), as its authorized agent
upon whom process may be served in any such suit or proceedings. Each Newco and
Tokio Marine represents that within ten Business Days of the date hereof it will
notify the Authorized Agent of such designation and appointment and that the
Authorized Agent will accept the same in writing. Each Newco and Tokio Marine
hereby irrevocably authorizes and directs its Authorized Agent to accept such
service. Each Newco and Tokio Marine further agrees that service of process upon
its Authorized Agent and written notice of said service to such Newco or Tokio
Marine, as the case may be, mailed by first class mail or delivered to its
Authorized Agent shall be deemed in every respect effective service of process
in any such suit or proceeding. Nothing herein shall affect the right of any
person to serve process in any other manner permitted by law. Each Newco and
Tokio Marine agrees that a final action in any such suit or proceeding shall be
conclusive and may be enforced in other jurisdictions by suit on the judgment or
in any other lawful manner. Notwithstanding the foregoing, any action against
any Newco or Tokio Marine, as the case may be, arising out of or based on this
Agreement or the transactions contemplated hereby may also be instituted in any
competent court in the United Kingdom, and each Newco and Tokio Marine expressly
accepts the jurisdiction of any such court in any such action.

            (c) Each such Newco and Tokio Marine hereby irrevocably waives, to
the extent permitted by law, any immunity to jurisdiction to which it may
otherwise be entitled (including, without limitation, immunity to pre-judgment
attachment, post-judgment attachment and execution) in any legal suit, action or
proceeding against it arising out of or based on this Agreement or the
transactions contemplated hereby.

            SECTION 5.6 COUNTERPARTS; THIRD PARTY BENEFICIARIES. This Agreement
may be signed in any number of counterparts, each of which shall be an original,
with the same effect as if the signatures thereto and hereto were upon the same
instrument. This Agreement shall become effective when each party hereto shall
have received a counterpart hereof signed by the other party hereto. No
provision of this Agreement shall confer upon any person other than the parties
hereto any rights or remedies hereunder.

            SECTION 5.7 ENTIRE AGREEMENT. This Agreement constitutes the entire
agreement between the parties with respect to the subject mater of this
Agreement and supersedes all prior agreements and understandings, both oral and
written, between the parties with respect to the subject matter of this
Agreement.

            SECTION 5.8 CAPTIONS. The captions herein are included for
convenience of reference only and shall be ignored in the construction or
interpretation hereof.

            SECTION 5.9 SEVERABILITY. If one or more provisions of this
Agreement are held to be unenforceable under applicable law, such provision
shall be deemed to be excluded from this Agreement and the balance of this
Agreement shall be interpreted as if such provision were so


                                       9
<PAGE>

excluded and shall be enforced in accordance with its terms to the maximum
extent permitted by law.

            SECTION 5.10 INTERPRETATION. The headings contained in this
Agreement are for reference purposes only and shall not affect in any way the
meaning or interpretation of this Agreement.




                                       10
<PAGE>



            IN WITNESS WHEREOF, the parties hereto have caused this Agreement to
be duly executed by their respective authorized officers as of the day and year
first above written.

                                    TA I LIMITED


                                    By:    /s/ Scott Nuttall
                                          ---------------------------
                                          Name:
                                          Title:



                                    TA II LIMITED


                                    By:    /s/ Scott Nuttall
                                          ---------------------------
                                          Name:
                                          Title:



                                    THE TOKIO MARINE AND FIRE INSURANCE CO.,
                                      LTD.


                                    By:    /s/ Kouki Higuchi
                                          ---------------------------
                                          Title: President



                                       11
<PAGE>

                                                                      SCHEDULE I

<TABLE>
<CAPTION>


                                          Aggregate Preferred
                            Newco 1       Share Subscription        Newco 2
         Name           Ordinary Shares          Price         Preferred Shares
         ----           ---------------          -----         ----------------
<S>                          <C>                   <C>              <C>
The Tokio Marine and
Fire Insurance Co., Ltd.     1,000,000      (pound)8,000,000        525,760
</TABLE>