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                                                                   Exhibit 10.13

                          SHAREHOLDER RIGHTS AGREEMENT


            SHAREHOLDER RIGHTS AGREEMENT dated as of July 22, 1998 (this
"AGREEMENT") among TA I Limited, a company organized under the laws of England
and Wales ("Holdings"), TA II Limited, a company organized under the laws of
England and Wales (the "COMPANY"), Profit Sharing (Overseas), Limited
Partnership, an Alberta limited partnership (the "KKR Partnership") and Royal &
Sun Alliance Insurance Group plc, a company organized under the laws of England
and Wales ("PURCHASER 1"), Guardian Royal Exchange plc, a company organized
under the laws of England and Wales ("PURCHASER 2"), The Chubb Corporation, a
New Jersey corporation ("PURCHASER 3"), The Hartford Financial Services Group,
Inc., a Delaware corporation ("PURCHASER 4"), and The Travelers Indemnity
Company, a Connecticut corporation ("PURCHASER 5" and, together with Purchaser
1, Purchaser 2, Purchaser 3 and Purchaser 4 the "PURCHASERS").

                                    RECITALS:

            A. The Company is a wholly-owned subsidiary of Holdings.

            B. An indirect wholly-owned subsidiary of the Company ("BIDCO") is
preparing to launch an offer to purchase (the "OFFER TO PURCHASE") all of the
issued and to be issued ordinary shares of Willis Corroon Group plc, a company
organized under the laws of England and Wales ("WCG").

            C. Pursuant to a Share Subscription Agreement (the "SUBSCRIPTION
AGREEMENT") dated as of the date hereof among Holdings, the Company and the
Purchasers, following the Offer to Purchase becoming or being declared
unconditional in all respects, the Purchasers will subscribe for ordinary
shares, par value (pound)0.10 per share, of Holdings ("ORDINARY SHARES") and
preferred shares, par value $10.00 per share, of the Company ("PREFERRED
SHARES").

            D. Pursuant to a Contribution and Share Subscription Agreement dated
the date hereof (the "KKR SHARE SUBSCRIPTION AGREEMENT"), between Holdings, the
Company, TA III plc, Bidco, the KKR Partnership and KKR 1996 Fund (Overseas),
Limited Partnership, the general partner of the KKR Partnership ("KKR 1996
OVERSEAS"), following the Offer to Purchase becoming or being declared
unconditional in all respects, the KKR Partnership will subscribe for Ordinary
Shares.

            E. Holdings, the Company and the Purchasers have entered into a
Registration Rights Agreement (the "REGISTRATION RIGHTS AGREEMENT") dated as of
the date hereof with respect to the Ordinary Shares and the Preferred Shares.

            F. The KKR Partnership and the Purchasers wish to provide for
certain matters relating to their respective holdings of Ordinary Shares and
Preferred Shares.

            NOW, THEREFORE, in consideration of the mutual covenants and
agreements herein contained, the parties hereto agree as follows:

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                                   ARTICLE I

                              INTRODUCTORY MATTERS

            1.1 DEFINED TERMS. In addition to the terms defined elsewhere
herein, the following terms have the following meanings when used herein with
initial capital letters:

            "AFFILIATE" shall have the meaning given to that term in Rule 405
      promulgated under the Securities Act and shall include members of a
      Person's immediate family or trusts for the benefit of members of the
      immediate family of such Person; PROVIDED that officers, directors or
      employees of Holdings or its subsidiaries will not be deemed to be
      Affiliates of a shareholder of Holdings or the Company for purposes hereof
      solely by reason of being officers, directors or employees of Holdings or
      its subsidiaries; PROVIDED, FURTHER, that for purposes of Section 10.4,
      the KKR Partnership, the Purchasers and the Permitted Transferees shall be
      deemed to be Affiliates of Holdings and the Company.

            "AGREEMENT" means this Agreement, as the same may be amended,
      supplemented or otherwise modified from time to time in accordance with
      the terms hereof.

            "ASSUMPTION AGREEMENT" means (i) with respect to an Affiliate of the
      KKR Partnership, a writing in the agreed form whereby an Affiliate of the
      KKR Partnership becomes a party to, and agrees to be bound by, to the same
      extent as the KKR Partnership, the terms of this Agreement, (ii) with
      respect to a Permitted Transferee including an Offeror, a writing
      reasonably satisfactory in the agreed form whereby a Permitted Transferee
      of Ordinary Shares or Preferred Shares or an Offeror becomes a party to,
      and agrees to be bound by, to the same extent as its transferor, the terms
      of this Agreement and (iii) with respect to an Additional Purchaser (as
      defined in Section 10.11), a writing reasonably satisfactory in form and
      substance to the KKR Partnership and the Purchasers who have agreed to
      subscribe for 60% of the Preferred Shares pursuant to the Subscription
      Agreement whereby an Additional Purchaser becomes a party to, and agrees
      to be bound by, to the same extent as a Purchaser, the terms of this
      Agreement.

            "BOARD OF HOLDINGS" means the Board of Directors of Holdings.

            "BOARD OF THE COMPANY" means the Board of Directors of the Company.

            "BUSINESS DAY" means a day other than a Saturday, Sunday or other
      day on which commercial banking institutions in New York City or London
      are authorized or required by law to close.

            "EXCHANGE ACT" means the Securities Exchange Act of 1934, as
      amended, and the rules and regulations promulgated thereunder, as the same
      may be amended from time to time.

            "FINANCIAL DIFFICULTIES" will be deemed to exist at any time when
      the ratio of (i) the consolidated earnings before interest, taxation,
      depreciation and amortization of WCG to (ii) the sum of the total amount
      of cash dividends due on the outstanding Preferred


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      Shares (whether or not paid) plus the total amount of all cash interest
      and other payments due with respect to money borrowed by any direct or
      indirect subsidiary of the Company, is less than 1.7 in 1999 or 1.9 in
      2000.

            "INDEPENDENT DIRECTOR" means an individual to whom the holders of
      60% or more of the then outstanding Preferred Shares (the "MAJORITY
      HOLDERS") do not reasonably object and who:

            (i)   is free from any relationship that would interfere with
      the exercise of independent judgment as a member of the Board of
      Holdings;

            (ii)  is not an Affiliate of Holdings or the KKR Partnership or an
      officer of Holdings or the KKR Partnership or any of their respective
      subsidiaries or an officer or director of any of their respective
      subsidiaries;

            (iii) is not a former officer of Holdings or any of its
      subsidiaries who is receiving a pension or deferred compensation
      payments from any such entity;

            (iv)  does not, in addition to such person's role as a director of
      Holdings, also act on a regular basis as an individual or representative
      of an organization serving as a professional advisor, legal counsel or
      consultant to Holdings or its management or any of Holdings' subsidiaries
      if such relationship is material to Holdings, the organization represented
      or such person; and

            (v)   is not a member of the immediate family of a person who does
      not satisfy the requirements of clause (i), (ii), (iii) or (iv) above.

      A person who has been or is a partner, officer or director of an
      organization that has customary commercial, industrial, banking or
      underwriting relationships with Holdings or any of its subsidiaries that
      are carried on in the ordinary course of business on an arm's-length basis
      and who otherwise satisfies the requirements of clauses (i) through (v)
      above may qualify as an Independent Director unless, in the opinion of the
      Majority Holders, such person is not independent of the management of
      Holdings or any of its subsidiaries or the relationship would interfere
      with the exercise of independent judgment as a member of the Board of
      Holdings. A person who otherwise satisfies the requirements of clauses (i)
      through (v) above and who, in addition to fulfilling the customary
      director's role, also provides additional services directly for the Board
      of Holdings and is separately compensated therefor would nonetheless
      qualify as an Independent Director.

            "IRR" for the KKR Partnership shall be the annualized internal rate
      of return on the total U.S. dollar cash equity investment in Holdings or
      any subsidiary of Holdings made by the KKR Partnership and its Affiliates
      (the "CASH INVESTMENT"), from the date of the first equity investment to
      the date of a Sale of the Business, and taking into account the amount and
      timing of (i) any dividends, fees or other cash distributions or the cash
      value of non-cash distributions or payments made to the KKR Partnership or
      any of its Affiliates on or prior to the date of the Sale of the Business
      (in each case in U.S. dollars,


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      after actually converting any such amounts into U.S. dollars), (ii) any
      proceeds from the sale or other disposition by the KKR Partnership and its
      Affiliates of any portion of their equity investment in Holdings and/or
      its direct and indirect subsidiaries on or prior to the date of the Sale
      of the Business (in each case in U.S. dollars, after actually converting
      any such amounts into U.S. dollars), but excluding (v) an initial
      transaction fee in the amount of $7.5 million to be paid to the KKR
      Partnership or its Affiliates upon consummation of the Offer to Purchase,
      (w) the annual monitoring fee paid to KKR, (x) any fees paid to Fisher
      Capital Corporation, (y) customary fees paid to directors, and (z) any
      reimbursements of expenses incurred by the KKR Partnership or its
      Affiliates (in each case in U.S. dollars, after actually converting any
      such amounts into U.S. dollars). All sterling amounts received must be
      converted into dollars within five Business Days, or, failing which, will
      be deemed to have been converted on the fifth Business Day at the Noon
      Buying Rate for pounds sterling announced by the New York Federal Reserve
      Bank on such date.

            "IRR" for a Purchaser shall be the annualized internal rate of
      return on the total U.S. dollar-equivalent cash equity investment
      (preferred and ordinary) in Holdings and the Company (or any subsidiary of
      Holdings) made by such Purchaser and its Affiliates, from the date of the
      first equity investment to the date of a Sale of the Business, and taking
      into account the amount and timing of (i) any dividends, fees or other
      cash distributions or the cash value of non-cash distributions or payments
      made to the Purchasers on or prior to the date of the Sale of the
      Business, (ii) any proceeds from the sale or other disposition by the
      Purchaser and its Affiliates of any portion of their equity investment in
      Holdings and/or its direct and indirect subsidiaries on or prior to the
      date of the Sale of the Business. For the purposes of this paragraph, the
      U.S. dollar-equivalent of any amount initially subscribed in pounds
      sterling shall be the rate set forth in the Subscription Agreement, and
      the U.S. dollar-equivalent of any amount invested or received in pounds
      sterling in the future will be based on the actual exchange rate
      applicable to any currency exchange effected in connection with such
      investment or receipt or, if no such currency exchange was so effected,
      shall be deemed for purposes of calculating the IRR based on U.S. dollars
      to be the Noon Buying Rate for pounds sterling announced by the New York
      Federal Reserve Bank on the date of such investment or receipt.

            "KKR TARGET AMOUNT" means, at any time, the amount received by the
      KKR Partnership and any of its Affiliates that results in the IRR with
      respect to its or their aggregate equity investment in Holdings exceeding
      50%.

            "LISTING" means the initial listing of the Ordinary Shares on the
      London Stock Exchange or another major stock exchange.

            "OFFEROR" means any third party who makes a bona fide offer to
      purchase the Ordinary Shares of any Transferring Shareholder (as defined
      in Section 2.6) pursuant to Section 2.6 and who agrees to enter into, and
      enters into, an Assumption Agreement upon completion of its purchase of
      Ordinary Shares from the Transferring Shareholder.


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            "ORIGINAL ORDINARY SHARES" means the Ordinary Shares to be
      subscribed by the KKR Partnership or any of its Affiliates pursuant to the
      KKR Share Subscription Agreement and the Ordinary Shares issued to the KKR
      Partnership or any of its Affiliates upon the conversion of preference
      shares issued to the KKR Partnership or any of its Affiliates in
      connection with the financing of the purchase of WCG Shares outside of the
      Offer to Purchase, less, if any, the Ordinary Shares subscribed but
      subsequently Transferred to officers and employees of WCG or its
      subsidiaries as described in the Press Announcement.

            "PERMITTED TRANSFEREE" means any Person to whom Ordinary Shares or
      Preferred Shares are Transferred in a Transfer in accordance with Section
      2.2 or otherwise not in violation of this Agreement and who is required
      to, and does, enter into an Assumption Agreement, and includes any Person
      to whom a Permitted Transferee of any Purchaser (or a Permitted Transferee
      of a Permitted Transferee) so further Transfers Ordinary Shares or
      Preferred Shares and who is required to, and does, enter into an
      Assumption Agreement.

            "PERSON" means any individual, corporation, limited liability
      company, partnership, trust, joint stock company, business trust,
      unincorporated association, joint venture, governmental authority or other
      legal entity of any nature whatsoever.

            "PRESS ANNOUNCEMENT" means the press announcement to be issued in
      connection with the Offer to Purchase in the agreed form.

            "PRO RATA SHARE" means, with respect to any Person at any given
      time, (i) such number of Offered Securities (as defined in Section 2.6)
      proposed to be transferred to an Offeror, multiplied by (ii) a fraction,
      the numerator of which is the number of Ordinary Shares then held by such
      Person and the denominator of which is the total number of Ordinary Shares
      held by the Non-Transferring Purchasers (as defined in Section 2.6).

            "PUBLIC OFFERING" means the sale of Ordinary Shares (or American
      Depositary Shares representing such Ordinary Shares) to the public
      pursuant to an effective registration statement (other than a registration
      statement on Form F-4 or S-8 or any similar or successor form or forms)
      filed under the Securities Act.

            "SECURITIES ACT" means the U.S. Securities Act of 1933, as amended,
      and the rules and regulations promulgated thereunder, as the same may be
      amended from time to time.

            "SALE OF THE BUSINESS" means the sale of all or substantially all of
      the business of WCG, including, without limitation, whether in a single
      transaction or series of transactions and whether by sale of shares, sale
      of assets or otherwise, PROVIDED, HOWEVER, that for purposes of triggering
      a calculation of the IRR, a Sale of the Business shall be deemed to have
      occurred when KKR 1996 Overseas shall have distributed (either in cash or
      in kind) to its limited partners all or substantially all of the return on
      their investment after the KKR Partnership and its Affiliates shall have
      divested in excess of 90% of their interest in Holdings and its
      subsidiaries.


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            "TRANSFER" means a transfer, sale, assignment, pledge, hypothecation
      or other disposition, whether directly or indirectly pursuant to the
      creation of a derivative security, the grant of an option or other right,
      the imposition of a restriction on disposition or voting or transfer by
      operation of law. For the purposes hereof, if either the KKR Partnership
      or a Purchaser or Permitted Transferee transfers Ordinary Shares or
      Preferred Shares to an Affiliate and subsequently ceases to "control" (as
      defined in Rule 405 of the Securities Act) such Affiliate, through a
      transfer of the voting securities of such Affiliate or otherwise, the loss
      of such control shall be deemed to be a Transfer.

            1.2 CONSTRUCTION. (a) The language used in this Agreement will be
deemed to be the language chosen by the parties to express their mutual intent,
and no rule of strict construction will be applied against any party. Unless the
context otherwise requires: (i) "OR" is disjunctive but not exclusive, (ii)
words in the singular include the plural, and in the plural include the
singular, and (iii) the words "hereof", "HEREIN", and "HEREUNDER" and words of
similar import when used in this Agreement refer to this Agreement as a whole
and not to any particular provision of this Agreement, and Section references
are to Sections of this Agreement unless otherwise specified.

            (a) The term "Purchaser" shall be deemed to include any Affiliate of
any Purchaser or Additional Purchaser who is assigned the right to subscribe for
Ordinary Shares or Preferred Shares by such Purchaser and who enters into an
Assumption Agreement. Any such Affiliate shall be deemed to be a Permitted
Transferee who has had Transferred to it such shares in accordance with the
terms and conditions of this Agreement. Unless otherwise specified and except
with respect to Section 2.7(b), Section 3.1, Section 3.2, Section 5.1, Section
10.1 and Section 10.4(7) (where references to "Purchasers" means the persons who
initially subscribe for shares pursuant to the Subscription Agreement or their
Affiliates who hold Ordinary Shares or Preferred Shares, as the case may be),
the term "PURCHASERS," to the extent such entities shall have transferred any of
their Ordinary Shares or Preferred Shares to Permitted Transferees, shall mean
the Purchasers and the Permitted Transferees of the Purchasers and any Permitted
Transferees of a Permitted Transferee, taken together, and any right or action
that may be taken at the election of the Purchasers may be taken at the election
of the Purchasers and such Permitted Transferees, subject to the requirements of
Section 10.7.

            (b) When Transfers are to be made pursuant hereto, all Transfers
shall be of full legal and beneficial interest in the Shares being Transferred,
free of any liens, claims or encumbrances.

            1.3 EFFECTIVENESS. The rights and obligations of the parties to this
Agreement shall be conditional on the closing of the subscription and issuance
of the Ordinary Shares and Preferred Shares pursuant to the Subscription
Agreement.


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                                   ARTICLE II

                                   TRANSFERS

            2.1 LIMITATIONS ON TRANSFER. (a) No Purchaser or Permitted
Transferee thereof may Transfer any Ordinary Shares or Preferred Shares or any
interest therein other than (i) in connection with a Transfer effected pursuant
to the Registration Rights Agreement, (ii) after a Listing or a Public Offering
or (iii) in accordance with Sections 2.2, 2.3, 2.4 or 2.6.

            (a) In the event of any purported Transfer by a Purchaser or a
Permitted Transferee of any Ordinary Shares or Preferred Shares in violation of
the provisions of this Agreement, such purported Transfer will be void and of no
effect, and Holdings or the Company, as appropriate, will not give effect to
such Transfer.

            (b) Each certificate representing Ordinary Shares and Preferred
Shares held by a Purchaser or any Permitted Transferee will bear a legend
substantially to the following effect (with such additions thereto or changes
therein as Holdings or the Company, as appropriate, may be advised by counsel
are required by law or necessary to give full effect to this Agreement, the
"LEGEND"):

      "THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO A
      SHAREHOLDER RIGHTS AGREEMENT AMONG TA I LIMITED, TA II LIMITED, PROFIT
      SHARING (OVERSEAS), LIMITED PARTNERSHIP AND THE OTHER PERSONS NAMED
      THEREIN, THE RELEVANT PROVISIONS OF WHICH ARE RETAINED AND AVAILABLE FOR
      INSPECTION AT THE REGISTERED OFFICE OF THE COMPANY. NO TRANSFER, SALE,
      ASSIGNMENT, PLEDGE, HYPOTHECATION OR OTHER DISPOSITION OF OR OF ANY
      INTEREST IN THE SECURITIES REPRESENTED BY THIS CERTIFICATE MAY BE MADE
      EXCEPT IN ACCORDANCE WITH THE PROVISIONS OF SUCH SHAREHOLDER RIGHTS
      AGREEMENT. THE HOLDER OF THIS CERTIFICATE, BY ACCEPTANCE OF THIS
      CERTIFICATE, AGREES TO BE BOUND BY ALL OF THE PROVISIONS OF SUCH
      SHAREHOLDER RIGHTS AGREEMENT."

      "THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED
      UNDER THE SECURITIES ACT OF 1933 AND MAY NOT BE TRANSFERRED OR OTHERWISE
      DISPOSED OF UNLESS THEY HAVE BEEN REGISTERED UNDER THAT ACT OR AN
      EXEMPTION FROM REGISTRATION THEREUNDER IS AVAILABLE."

The Legend will be removed by Holdings or the Company, as appropriate, by the
delivery of substitute certificates without such Legend in the event of (i) a
Transfer permitted by this Agreement (other than pursuant to Section 2.6) and in
relation to which the Permitted Transferee is not required to enter into an
Assumption Agreement or (ii) the termination of Article II pursuant to the terms
hereof, PROVIDED, HOWEVER, that the second paragraph of the Legend will only be
removed if at such time it is no longer required for purposes of applicable
securities laws. If any Ordinary Shares or Preferred Shares cease to be
Registrable Securities under clause (i) or (ii) of the definition thereof
contained in the Registration Rights Agreement, Holdings or


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the Company, as appropriate, shall, upon the written request of the holder
thereof, issue to such holder a new certificate or certificates evidencing such
shares, without the second paragraph of the Legend.

            2.2 TRANSFERS TO PERMITTED TRANSFEREES. The Purchasers and their
Permitted Transferees may Transfer any or all of the Ordinary Shares held by any
of them to any Affiliate of the transferring Purchaser and may transfer any or
all of the Preferred Shares held by them to any Person who, in each case, duly
executes and delivers an Assumption Agreement; PROVIDED that in connection
therewith Holdings or the Company, as appropriate, if it so requests promptly
following its receipt of such Assumption Agreement (and, in such event, such
Assumption Agreement shall not be effective unless and until this proviso has
been satisfied), has been furnished with an opinion in form and substance
reasonably satisfactory to Holdings or the Company, as appropriate, of counsel
that such Transfer is exempt from or not subject to the provisions of Section 5
of the Securities Act and any other applicable securities laws; and, PROVIDED,
FURTHER, that no Transfer under this Section 2.2 shall be permitted if such
Transfer would require Holdings or the Company, as appropriate, to register a
class of equity securities under Section 12 of the Exchange Act under
circumstances where Holdings or the Company, as appropriate, does not then have
securities of any class registered under Section 12 of the Exchange Act and such
transfer would cause such registration to be required.

            2.3 TAG-ALONG RIGHTS. (a) Subject to the provisions of Section 2.1,
in the event that the KKR Partnership or any of its Affiliates (collectively,
the "SELLING PARTNERSHIP") proposes to Transfer to any Person (other than an
Affiliate of the KKR Partnership and other than to officers and employees of WCG
or its subsidiaries) (the "BUYER") any Ordinary Shares owned by it in any
transaction other than in connection with a Listing or a Public Offering, a bona
fide sale to the public pursuant to Rule 144 under the Securities Act, a
distribution to the limited partners of KKR 1996 Overseas or any agreement or
plan of merger or combination, including any tender or exchange offer in respect
thereof that is approved by the Board of Holdings and that provides for equal
treatment of all outstanding Ordinary Shares, then the Selling Partnership shall
notify each Purchaser and each Permitted Transferee of such proposed Transfer
(any such transaction, a "PROPOSED SALE"), and each Purchaser and each Permitted
Transferee will have the right to require the proposed transferee or acquiring
Person to purchase from such Purchaser or such Permitted Transferee (a "TAGGING
SHAREHOLDER") a number of Ordinary Shares up to the product (rounded up to the
nearest whole number) of (i) the quotient determined by dividing (A) the
aggregate number of Ordinary Shares owned by such Tagging Shareholder by (B) the
aggregate number of Ordinary Shares owned by the KKR Partnership and its
Affiliates and (ii) the total number of Ordinary Shares proposed to be directly
or indirectly Transferred by the Selling Partnership in the Proposed Sale (a
"PROPOSED TRANSFEREE"), at the same price per Ordinary Share and upon the same
terms and conditions (including, without limitation, time of payment, form of
consideration and adjustments to purchase price) as the Selling Partnership;
PROVIDED that in order to be entitled to exercise its right to sell Ordinary
Shares to the Proposed Transferee pursuant to this Section 2.3, each Tagging
Shareholder (x) shall agree to the same covenants as the Selling Partnership
agrees to in connection with the Proposed Sale and (y) shall make such
representations and warranties concerning its title to the Ordinary Shares to be
sold in connection with the Proposed Sale and its authority to enter into and
consummate the Proposed Sale as the Selling Partnership makes, but shall not be
required to make any other representations and warranties. If the number of
Ordinary Shares proposed to be


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Transferred by the Selling Partnership, the Tagging Shareholders and any other
Person with rights substantially similar to the Tagging Shareholders in
connection with the Proposed Sale (the "PROPOSED NUMBER OF TRANSFERRED SHARES")
exceeds the number of Ordinary Shares willing to be purchased by the Buyer, then
the number of Ordinary Shares to be Transferred by each such Person shall be
reduced to a number equal to (i) the number of Ordinary Shares proposed to be
transferred by such Person in the Proposed Sale multiplied by (ii) (A) the
number of Ordinary Shares willing to be purchased by the Buyer in connection
with the Proposed Sale divided by (B) the Proposed Number of Transferred Shares.
Each Tagging Shareholder will be responsible for funding its proportionate share
of any escrow arrangements in connection with the Proposed Sale and for its
proportionate share of any withdrawals therefrom, including, without limitation,
any such withdrawals that are made with respect to claims arising out of
agreements, covenants, representations, warranties or other provisions relating
to the Proposed Sale that were not made by the Tagging Shareholder except to the
extent that a claim has been held by a court of competent jurisdiction or
arbitral panel or a settlement agreement to have been attributable to the fault
of a particular shareholder. Each Tagging Shareholder will be responsible for
its proportionate share of the fees, commissions and other out-of-pocket
expenses (collectively, "COSTS") of the Proposed Sale to the extent not paid or
reimbursed by Holdings, the Company, the Proposed Transferee or another Person
(other than the Selling Partnership). The Selling Partnership shall be entitled
to reasonably estimate the Tagging Shareholders' proportionate share of such
Costs and to withhold such amounts from payments to be made to the Tagging
Shareholder at the time of closing of such Proposed Sale; PROVIDED that (i) such
estimate shall not preclude the Selling Partnership from recovering additional
amounts from the Tagging Shareholders in respect of the Tagging Shareholders'
proportionate share of such Costs and (ii) the Selling Partnership shall
reimburse the Tagging Shareholders to the extent actual amounts are ultimately
less than the estimated amounts or any such amounts are paid by Holdings, the
Company, the Proposed Transferee or another Person (other than the Selling
Partnership).

            (c) The Selling Partnership will give notice to the Purchasers and
the Permitted Transferees of each Proposed Sale not more than five days after
the execution of the definitive agreement relating to the Proposed Sale, setting
forth the number of Ordinary Shares proposed to be so Transferred, the name and
address of the Proposed Transferee, the proposed amount and form of
consideration (and if such consideration consists in part or in whole of
property other than cash, the Selling Partnership will provide such information,
to the extent reasonably available to the Selling Partnership, relating to such
non-cash consideration as the Purchasers and the Permitted Transferees together
may reasonably request in order to evaluate such non-cash consideration) and
other terms and conditions of payment offered by the Proposed Transferee. The
Selling Partnership will deliver or cause to be delivered to each Tagging
Shareholder copies of all transaction documents relating to the Proposed Sale
promptly as the same become available. The tag-along rights provided by this
Section 2.3 must be exercised by the Purchasers and the Permitted Transferees
within 20 days following receipt of the notice required by the preceding
sentence by delivery of a written notice to the Selling Partnership indicating
its desire to exercise its rights and specifying the number of Ordinary Shares
it desires to sell (the "TAG-ALONG NOTICE"). A Tagging Shareholder upon service
of a Tag-Along Notice will be entitled under, and bound by, this Section 2.3 to
Transfer to the Proposed Transferee the number of Ordinary Shares calculated in
accordance with Section 2.3(a).


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            (d) If any Tagging Shareholder exercises its rights under Section
2.3(a), the closing of the purchase of the Ordinary Shares with respect to which
such rights have been exercised will take place concurrently with the closing of
the sale of the Selling Partnership's Ordinary Shares to the Proposed
Transferee.

            2.4 DRAG-ALONG RIGHTS. (a) If the KKR Partnership or any of its
Affiliates (collectively, the "DRAGGING PARTNERSHIP") receive a bona-fide offer
from a Person other than an Affiliate of the KKR Partnership and other than an
officer or employee of WCG or its subsidiaries (a "THIRD PARTY") to purchase (in
a transaction that would constitute a Proposed Sale) at least a majority of the
Ordinary Shares then owned by the KKR Partnership and its Affiliates and such
offer is accepted by the Dragging Partnership, then each Purchaser and each
Permitted Transferee (collectively, the "DRAG-ALONG SHAREHOLDERS") hereby agrees
that, if requested by the Dragging Partnership and permitted by applicable law,
it will Transfer to such Third Party, subject to Section 2.4(b), on the terms of
the offer so accepted by the Dragging Partnership, including, without
limitation, time of payment, form of consideration (subject to Section 2.4(b))
and adjustments to purchase price, the number of Ordinary Shares (rounded up to
the nearest whole number) equal to the number of Ordinary Shares owned by it
multiplied by a fraction, the numerator of which is the number of Ordinary
Shares owned by the Dragging Partnership to which the Third Party offer is
applicable and the denominator of which is the total number of Ordinary Shares
owned by the KKR Partnership and its Affiliates.

            (e) The Dragging Partnership will give notice (the "DRAG-ALONG
NOTICE") to the Drag-Along Shareholders of any proposed Transfer giving rise to
the rights of the Dragging Partnership set forth in Section 2.4(a) (a "SECTION
2.4 TRANSFER") within 10 days following the Dragging Partnership's acceptance of
the offer referred to in Section 2.4(a) and, in any event, no later than 10 days
prior to the proposed closing date for such Section 2.4 Transfer. The Drag-Along
Notice will set forth the number of Ordinary Shares proposed to be so
Transferred by the Dragging Partnership, the name of the Third Party, the
proposed amount and form of consideration (and if such consideration consists in
part or in whole of property other than cash, the Dragging Partnership will
provide such information, to the extent reasonably available to the Dragging
Partnership, relating to such non-cash consideration as the Drag-Along
Shareholders together may reasonably request in order to evaluate such non-cash
consideration; provided, however, that any such non-cash consideration may only
consist of equity securities which are listed on an internationally recognized
stock exchange or investment grade debt securities as defined by Standard &
Poor's Ratings Group), the number of Ordinary Shares sought and the other terms
and conditions of the offer. Each Drag-Along Shareholder (x) shall agree to the
same covenants, as the Dragging Partnership agrees to in connection with the
Section 2.4 Transfer and (y) shall make such representations and warranties
concerning its title to the Ordinary Shares to be sold in connection with the
Section 2.4 Transfer and its authority to enter into and consummate the Section
2.4 Transfer as the Dragging Partnership makes, but shall not be required to
make any other representations and warranties. Each Drag-Along Shareholder will
be responsible for funding its proportionate share of any escrow arrangements in
connection with the Section 2.4 Transfer and for its proportionate share of any
withdrawals therefrom, including without limitation any such withdrawals that
are made with respect to claims arising out of agreements, covenants,
representations, warranties or other provisions relating to the Section 2.4
Transfer that were not made by the Drag-Along Shareholder, except to the extent
that a claim has been held by a court of competent jurisdiction or arbitral
panel or a settlement


                                       10
<PAGE>

agreement to have been attributable to the fault of a particular shareholder. If
the Section 2.4 Transfer is not consummated within 120 days from the date of the
Drag-Along Notice, the Dragging Partnership must deliver another Drag-Along
Notice in order to exercise its rights under this Section 2.4 with respect to
such Section 2.4 Transfer.

            2.5 CUSTODY AGREEMENT AND POWER OF ATTORNEY. Upon delivering a
Tag-Along Notice or receiving a Drag-Along Notice, each Purchaser and each
Permitted Transferee will, if requested by the Selling Partnership or the
Dragging Partnership, as the case may be, execute and deliver a custody
agreement and power of attorney in form and substance satisfactory to the
Selling Partnership or the Dragging Partnership, as the case may be, with
respect to the Ordinary Shares which are to be sold by the Purchasers and
Permitted Transferees pursuant hereto (a "CUSTODY AGREEMENT AND POWER OF
ATTORNEY"). The Custody Agreement and Power of Attorney will provide, among
other things, that each Purchaser and each Permitted Transferee will deliver to
and deposit in custody with the custodian and attorney-in-fact named therein a
certificate or certificates representing such Ordinary Shares and a stock
transfer form (duly executed in blank by the registered owner or owners thereof)
and irrevocably appoint said custodian and attorney-in-fact as its agent and
attorney-in-fact with full power and authority to act under the Custody
Agreement and Power of Attorney on its behalf with respect to the matters
specified in Section 2.3 or Section 2.4, as the case may be.

            2.6 RIGHT OF FIRST REFUSAL. (a) If at any time prior to a Public
Offering or a Listing, any Purchaser or Permitted Transferee (the "TRANSFERRING
SHAREHOLDER") receives a bona fide offer (an "OFFER") to purchase any or all of
its Ordinary Shares (the "OFFERED SECURITIES") from an Offeror which the
Transferring Shareholder wishes to accept, the Transferring Shareholder shall
cause the Offer to be reduced to writing and shall notify Holdings and the other
Purchasers and Permitted Transferees (the "NON-TRANSFERRING PURCHASERS") and the
KKR Partnership in writing (the "OFFER NOTICE") of its wish to accept the Offer.
The Offer Notice shall contain an irrevocable offer to sell such Offered
Securities to the Non-Transferring Purchasers (in the manner set forth below) at
a purchase price equal to the price contained in, and on the same terms and
conditions of, the Offer, and shall be accompanied by a true copy of the Offer
(which shall identify the Offeror, the Transferring Shareholder, the proposed
amount of consideration (which shall be payable solely in cash) and the other
terms and conditions of the Offer). At any time within ten Business Days after
the receipt of the Offer Notice by each of the Non-Transferring Purchasers, any
of the Non-Transferring Purchasers may elect to purchase its Pro Rata Share of
the Offered Securities at the price and on the other terms specified in the
Offer Notice by delivering written notice of such


                                       11
<PAGE>

election to the Transferring Shareholder; PROVIDED that no Non-Transferring
Purchaser may acquire such number of Ordinary Shares which would result in such
Non-Transferring Purchaser, together with any of its Affiliates, beneficially
owning in excess of 9.9% of the outstanding Ordinary Shares. If at the end of
such ten Business Day period any Non-Transferring Purchaser did not elect to
purchase, or was restricted from purchasing any part of, its Pro Rata Share of
the Offered Securities, the Transferring Shareholder shall, within five Business
Days give notice (the "SECOND NOTICE") to each of the Non-Transferring
Purchasers who elected to purchase Offered Securities (with copies to Holdings
and the KKR Partnership) of the amount of each class of Offered Securities
remaining outstanding. At any time within five Business Days after the receipt
of the Second Notice, such Non-Transferring Purchasers may elect to purchase all
or part of the remaining Offered Securities at the price and on the other terms
specified in the Offer Notice by delivering written notice of such election to
the Transferring Shareholder, PROVIDED that if there are more elections than
there are Offered Securities, such Offered Securities shall be allocated to such
electing Non-Transferring Purchasers on a pro rata basis, PROVIDED, further,
that no Non-Transferring Purchaser may acquire such number of Offered Securities
which would result in such Non-Transferring Purchaser, together with any of its
Affiliates, beneficially owning in excess of 9.9% of the outstanding Ordinary
Shares. If at the end of such five Business Day period, the Non-Transferring
Purchasers have not elected to acquire all of the Offered Securities, the
Transferring Shareholder shall within five Business Days give notice (the "THIRD
NOTICE") to Holdings and the KKR Partnership of the amount of Offered Securities
remaining outstanding. At any time within 30 days after the receipt of the Third
Notice by the KKR Partnership (the "FINAL ELECTION PERIOD"), the KKR Partnership
may elect to purchase or to assign to a third party its right to purchase all or
part of the remaining Offered Securities at the price and on the other terms
specified in the Offer Notice by delivering written notice of such election to
the Transferring Shareholder. Within five Business Days of the end of the Final
Election Period, the Transferring Shareholder shall give notice to the other
parties hereto of the number of Offered Securities to be purchased (or for which
an election to find a purchaser has been made) by each of the KKR Partnership
and/or its assignee and the Non-Transferring Purchasers (the "NOTICE OF
PURCHASE"). If the KKR Partnership and/or its assignee and the relevant
Non-Transferring Purchasers have not tendered the purchase price for all of the
Offered Securities which they have elected to purchase within five Business Days
of the receipt of the Notice of Purchase, the Transferring Shareholder may
during the 60-day period following the expiration of the Final Election Period
sell not less than all of the remaining Offered Securities covered by the Offer
to the Offeror at a price and on terms no less favorable to the Transferring
Shareholder than those contained in the Offer. Promptly after such sale, the
Transferring Shareholder shall notify the other parties hereto of the
consummation thereof and shall furnish such evidence of the completion and time
of completion of such sale and of the terms thereof as may reasonably be
requested. If within 60 days following the expiration of the Final Election
Period, the Transferring Shareholder has not completed the sale of the remaining
Offered Securities as aforesaid, the provisions of this Section 2.6 shall again
be in effect with respect to such Offered Securities.

            (b) An Offer Notice may state whether it is conditional upon all of
the Offered Securities being sold (the "CONDITION") and, in the absence of such
Condition, it shall be deemed not to be so conditional. If an Offer Notice
stipulates the Condition, completion of the Transfers of the Offered Securities
in accordance with Section 2.6(a) shall be conditional upon such provision being
complied with in full. The Offered Securities may not be transferred pursuant to
Section 2.6(a) to any Person, including, without limitation, the Offeror, the
KKR Partnership, any assignee thereof or any Non-Transferring Purchaser unless
the Condition is satisfied.

            2.7 TRANSFERS BY KKR PARTNERSHIP. (a) The KKR Partnership and its
Affiliates may not Transfer any or all of the Ordinary Shares held by them to
any other Person (other than to an Affiliate of the KKR Partnership who enters
into an Assumption Agreement and other than to officers and employees of WCG and
its subsidiaries as described in the Press Announcement) except as specified in
Sections 2.7(b) and 2.8.

            (f) The KKR Partnership and its Affiliates may Transfer Ordinary
Shares to any Person, PROVIDED (i) all cash dividends required to have been paid
on the Preferred Shares prior to such proposed Transfer shall have been paid;
(ii) in the event of a Transfer which would result


                                       12
<PAGE>

in the KKR Partnership and its Affiliates having Transferred legal and
beneficial ownership of more than 25% but less than 50% of the Original Ordinary
Shares, Preferred Shares of each Purchaser shall have been redeemed or
Transferred (other than to an Affiliate of such Purchaser) in an amount at least
equal to (A) the original number of Preferred Shares issued to such Purchaser
multiplied by (B) the quotient of (1) the sum of (x) the number of Ordinary
Shares then proposed to be Transferred by the KKR Partnership or an Affiliate
thereof plus (y) the number of Original Ordinary Shares previously Transferred
by the KKR Partnership or an Affiliate thereof (other than to an Affiliate of
the KKR Partnership) divided by (B) the number of Original Ordinary Shares
subscribed for by or issued to the KKR Partnership or any of its Affiliates; and
(iii) in the event of a Transfer which would result in the KKR Partnership and
its Affiliates having Transferred legal and beneficial ownership of 50% or more
of the Original Ordinary Shares, 100% of the Preferred Shares then held by each
Purchaser shall have been redeemed.

            (g) In the event of any purported Transfer by the KKR Partnership or
an Affiliate thereof of any Ordinary Shares in violation of the provisions of
this Agreement, such purported transfer will be void and of no effect and
Holdings will not give effect to such Transfer.

            2.8 RESTRICTIONS ON SALE OF THE BUSINESS

            (h) Prior to the second anniversary of the Offer to Purchase
becoming or being declared unconditional in all respects, the KKR Partnership,
any Affiliate of the KKR Partnership, Holdings and its subsidiaries may enter
into a transaction which results in a Sale of the Business only if Holdings and
its subsidiaries are experiencing Financial Difficulties and Majority Holders of
the Preferred Shares consent in writing to such transaction within 10 days of
the date of any request for such consent.

            (i) On and after the second anniversary and prior to the fifth
anniversary of the Offer to Purchase becoming or being declared unconditional in
all respects:

            (i) If the KKR Partnership or an Affiliate thereof or Holdings or
      any of its subsidiaries receives, either directly or through a director or
      subsidiary, an unsolicited written offer (an "UNSOLICITED Offer") to enter
      into a transaction resulting in a Sale of the Business which Holdings
      would consider accepting, then the KKR Partnership or Holdings must notify
      the Purchasers or Permitted Transferees in writing of the price and other
      material terms of such Unsolicited Offer, and must invite the Purchasers
      and Permitted Transferees to make an offer at the same price and on the
      same terms; the KKR Partnership or Holdings (and/or its subsidiaries), as
      applicable, may only accept the Unsolicited Offer and enter into any such
      transaction if no Purchaser, Permitted Transferee or group of Purchasers
      or Permitted Transferees shall have extended an offer in writing at the
      same price and terms (or at a higher price or on better terms) as the
      Unsolicited Offer within 35 days of the date of notice delivered by the
      KKR Partnership or Holdings.

            (ii) If the KKR Partnership or Holdings (or any subsidiary) proposes
      to enter into any transaction which would result in a Sale of the Business
      (other than pursuant to an Unsolicited Offer), then Holdings must first
      notify the Purchasers and Permitted Transferees and afford them 30 days to
      conduct such due diligence as they may reasonably require (subject to
      appropriate confidentiality agreements) and to make a written offer to
      enter into any such


                                       13
<PAGE>

      transaction, and the KKR Partnership or Holdings, as applicable, shall
      have 30 days to decide whether or not to accept such offer. If the KKR
      Partnership or Holdings, as applicable, declines to accept such offer or
      if no such offer is made, the KKR Partnership or Holdings (or any
      subsidiary), as applicable, may thereafter enter into a transaction
      resulting in a Sale of the Business provided that a definitive agreement
      with respect thereto is first entered into within 180 days thereafter.

            (j) Except pursuant to the provisions of Section 2.8(a), prior to
the second anniversary of the Offer to Purchase becoming or being declared
unconditional in all respects, the KKR Partnership and its Affiliates may not
Transfer in excess of 50% of the Original Ordinary Shares.

            (k) The provisions of Section 2.8(b) shall apply not only to a Sale
of the Business, but also, (x) in the case of clause (i), to the receipt of an
Unsolicited Offer by the KKR Partnership or an Affiliate thereof to enter into a
Control Transaction (as defined below) which the KKR Partnership or such
Affiliate would consider accepting, and (y) in the case of clause (ii), to any
proposal by the KKR Partnership or an Affiliate thereof to enter into any
transaction that would result in a Control Transaction. For purposes hereof, a
"CONTROL TRANSACTION" shall be any transaction or series of related transactions
that involves the Transfer by the KKR Partnership and its Affiliates of Ordinary
Shares beneficially owned by them to a single Person or a group of Persons
acting in concert, provided that such amount of Ordinary Shares represents at
least 30% of the then issued Ordinary Shares.


                                   ARTICLE III

                            APPOINTMENT OF DIRECTORS

            3.1 INDEPENDENT DIRECTOR. The KKR Partnership shall use its best
efforts to cause the Board of Holdings to include one Independent Director at
all times; PROVIDED the KKR Partnership will use its best efforts to remove such
Independent Director from the Board of Holdings and replace such director with
another Independent Director if requested in writing by the Majority Holders;
PROVIDED, FURTHER that this provision shall no longer have effect if (i) none of
the Purchasers owns full legal and beneficial interest in at least 75% of the
Preferred Shares originally purchased by it and (ii) the Purchasers collectively
own full legal and beneficial interest in the aggregate in less than $80 million
aggregate in redemption value of Preferred Shares.

            3.2 SPECIAL VOTING RIGHTS. If at any time (i) the Purchasers have
the right to elect directors to the Board of the Company pursuant to the
provisions of the Memorandum and Articles of Association of the Company and (ii)
at least a majority of the aggregate number of Preferred Shares originally
issued to the Purchasers pursuant to the Subscription Agreement are still held
by them at such time, then the Purchasers shall have the right to nominate two
members (who shall be the same persons as are elected to the Board of the
Company) for election to the Board of Holdings so long as the events specified
in clauses (i) and (ii) hereof (the "TRIGGER EVENTS") continue to persist, and
the KKR Partnership shall use its best efforts to expand the size of the Board
of Holdings by two and to cause the newly created directorships to be filled
with


                                       14
<PAGE>

such nominees. As soon as either Trigger Event ceases to persist, the holders of
the Preferred Shares shall cause the two members of the Board of Holdings
nominated pursuant to this Section 3.2 to resign their positions, and the
holders of the Preferred Shares shall not have any rights in relation to their
replacement except upon the reoccurrence of both of the Trigger Events.


                                   ARTICLE IV

                             PURCHASES OF WCG SHARES

            4.1 STANDSTILL PERIOD. From the date hereof until the earlier of the
Offer to Purchase becoming or being declared unconditional in all respects and
the Offer to Purchase lapsing, each Purchaser and each Permitted Transferee
hereby covenants that it shall not, and no Person who is acting or is deemed to
be acting in concert with it for the purposes of The City Code on Takeovers and
Mergers (other than the KKR Partnership and its Affiliates and Holdings and its
subsidiaries, any other Purchaser and Persons acting in concert with such
Persons but excluding those Persons who would not be so acting in concert were
it not for the involvement of such Purchaser in the Offer to Purchase) shall,
directly or indirectly, acquire or agree to acquire any interest in any WCG
Shares save as permitted by The Panel on Takeover and Mergers.


                                       15
<PAGE>

                                    ARTICLE V

                             INTERNAL RATE OF RETURN

            5.1 INTERNAL RATE OF RETURN. The KKR Partnership shall (a) offer
each Purchaser on reasonably acceptable terms a limited partnership interest in
the KKR Partnership in exchange for a nominal amount and (b) cause the terms of
its limited partnership agreement to be amended to provide that if there is a
Sale of the Business and, as a result thereof, the IRR of the KKR Partnership
and its Affiliates with respect to its aggregate equity investment in Holdings
subscribed for directly from Holdings exceeds 50%, then each Purchaser who holds
a limited partnership interest therein shall be entitled to receive from the KKR
Partnership an amount in U.S. dollars equal to the lesser of (x) its pro rata
share of the excess of the amount received by the KKR Partnership and its
Affiliates over the KKR Target Amount and (y) the amount required so that such
Purchaser's IRR with respect to the Ordinary Shares and Preferred Shares
subscribed for directly from Holdings and the Company, respectively, equals 25%.
In the event of a Sale of the Business, each of the Purchasers, on the one hand,
and the KKR Partnership and its Affiliates, on the other hand, shall deliver
within twenty days thereof a detailed calculation (the "IRR CALCULATION") of its
respective IRR. The IRR Calculations will be deemed accepted by the recipient or
recipients unless within forty-five days of the date of delivery of such IRR
Calculation, (i) in the case of the IRR Calculation of the KKR Partnership and
its Affiliates, Purchasers who have agreed to subscribe for at least 60% of the
Preferred Shares pursuant to the Subscription Agreement notify the KKR
Partnership that they dispute such calculation and (ii) in the case of the IRR
Calculation of a Purchaser, the KKR Partnership notifies such Purchaser that it
disputes such calculation. In either case the Purchasers and the KKR Partnership
will proceed in good faith to attempt to agree upon the disputed IRR
Calculation. If on the sixtieth day after the date of the relevant notice or
notices of dispute no such agreement has been reached, the matter or matters may
be referred by either Purchasers who have agreed to subscribe for at least 60%
of the Preferred Shares pursuant to the Subscription Agreement or the KKR
Partnership to an arbitration pursuant to the provisions of Section 10.8 hereof.


                                   ARTICLE VI

                                    COVENANTS

            6.1 LIMITATIONS ON DIVIDENDS. Holdings will not pay any cash
dividends with respect to the Ordinary Shares prior to a Listing or Public
Offering. After a Listing or Public Offering, Holdings may pay cash dividends on
the Ordinary Shares in an amount not to exceed 4.0% of the gross proceeds raised
by Holdings as a result of such Listing or Public Offering; PROVIDED that there
shall be no restriction on the payment of cash dividends on the Ordinary Shares
if dividends on the Preferred Shares have been paid in full through the most
recent semi-annual dividend payment date and the most recent dividend was paid
entirely in cash on such dividend payment date.

            6.2 EMPLOYEE SHARE OPTIONS. Holdings hereby agrees that it will not
issue share options or similar rights to employees of Holdings and its
subsidiaries except in accordance with


                                       16
<PAGE>

good business practices and in accordance with a share option plan previously
notified to the Purchasers.

            6.3 USE OF NAME. (a) Holdings hereby agrees that it will not use the
name of, or any other reference to, any Purchaser in any publicly available
document or communication without the prior written consent (which consent shall
not be unreasonably withheld or delayed) of such Purchaser except to the extent
the name or reference has been previously approved for use in the same or
substantially similar context. Notwithstanding the foregoing, Holdings must
obtain the prior written consent (which may not be unreasonably delayed) of a
Purchaser before using the name of such Purchaser in any press release,
marketing, promotional or general public relations material. For purposes
hereof, the Purchasers consent to the references made to them in the Press
Announcement and the public offer document issued in connection with the Offer
to Purchase, and represent that the information set forth therein about such
Purchaser is accurate in all material respects.

            (a) Each Purchaser agrees that it will not use the name of KKR, the
KKR Partnership, Holdings or any subsidiary of Holdings in any publicly
available document or communication without the prior written consent (which
consent may not be unreasonably withheld or delayed) of the KKR Partnership or
Holdings, as the case may be, except to the extent the name or reference has
been previously approved for use in the same or substantially similar context.


                                   ARTICLE VII

                                PREEMPTIVE RIGHTS

            7.1 PREEMPTIVE RIGHT. If Ordinary Shares are proposed to be issued
for cash (other than issuances with respect to employee benefit plans in
accordance with Section 6.2 or in connection with a Listing or Public Offering)
(i) prior to a Listing or Public Offering at a price per share which is less
than that specified in the Subscription Agreement, (ii) after a Listing or
Public Offering at a price per share which is less than that published as the
closing price on the principal stock exchange on which the Ordinary Shares are
listed on the last trading day prior to the corporate action formally fixing or
approving the issue price for such additional Ordinary Shares, (iii) at any time
following the completion of the Offer to Purchase, to the KKR Partnership or any
of its Affiliates, PROVIDED that any issues prior to such time shall be for the
same price per share paid by the Purchasers pursuant to the Subscription
Agreement, or (iv) if ordinary shares of any subsidiary of Holdings ("SUBSIDIARY
SHARES") are proposed to be issued for cash at any time to the KKR Partnership
or any of its Affiliates, then the Purchasers and their Permitted Transferees
shall have the right to subscribe in cash on the proposed terms for their
Preemptive Right Pro Rata Share of such Ordinary Shares or Subsidiary Shares.
The "PREEMPTIVE RIGHT PRO RATA SHARE" of a Purchaser or a Permitted Transferee
shall be, at any given time, (i) such number of Ordinary Shares or Subsidiary
Shares proposed to be issued for cash multiplied by (ii) a fraction, the
numerator of which is the number of Ordinary Shares then held by such Purchaser
or Permitted Transferee and the denominator of which is the total number of
Ordinary Shares issued and outstanding before giving effect to the new issuance.


                                       17
<PAGE>

            7.2 PREEMPTIVE NOTICES. In the event that a preemptive right arises
under Section 7.1, Holdings shall give the Purchasers and their Permitted
Transferees written notice (the "PREEMPTIVE NOTICE") of its intention to issue
Ordinary Shares or Subsidiary Shares for cash, the price, the identity of the
proposed subscriber, the principal terms upon which Holdings proposes to issue
the same and any other material information given to the proposed subscriber
which has not already been provided to the Purchasers and their Permitted
Transferees. The Purchasers and their Permitted Transferees shall have fifteen
Business Days from the delivery date of any Preemptive Notice to agree to
subscribe for a number of Ordinary Shares or Subsidiary Shares, as the case may
be, up to their Preemptive Right Pro Rata Share (in each case calculated prior
to the issuance) for the price and upon the terms specified in the Preemptive
Notice by giving written notice to Holdings and stating therein the number of
Ordinary Shares or Subsidiary Shares, as the case may be, to be subscribed.

            7.3 FAILURE TO EXERCISE PREEMPTIVE RIGHT. In the event any Purchaser
or permitted Transferee fails to subscribe all of its Preemptive Right Pro Rata
Share pursuant to this Article VII, Holdings shall have 120 days after the date
of the Preemptive Notice to consummate the issue of the Ordinary Shares or
Subsidiary Shares with respect to which such Purchaser's or Permitted
Transferee's preemptive right was not exercised, at or above the price and upon
terms not more favorable to the subscribers of such Ordinary Shares or
Subsidiary Shares, as the case may be, than the terms specified in the initial
Preemptive Notice given in connection with such sale.

                                  ARTICLE VIII

                             [INTENTIONALLY OMITTED]


                                   ARTICLE IX

                      AMENDMENT OF CONSTITUTIONAL DOCUMENTS

            9.1 AMENDMENT OF CONSTITUTIONAL DOCUMENTS. The KKR Partnership and
the Purchasers and their Permitted Transferees agree to exercise their
respective voting rights attached to Ordinary Shares held by them, and to do all
such other acts and things as may be within their control, so as to ensure that
any resolution proposed by the Board of Holdings to amend the memorandum or
articles of association of Holdings so as to make (a) Holdings suitable for or
to facilitate a Listing, or otherwise to prepare Holdings for Listing or a
Public Offering (including, without limitation, a resolution to re-register
Holdings as a public limited company) or (b) the memorandum and articles of
Holdings and the Company consistent with the terms and provisions of this
Agreement is duly passed. In the event of any inconsistency between any express
term of this Agreement and any express term of the articles and the memorandum
of association of Holdings and the Company, the terms of this Agreement shall
govern.


                                       18
<PAGE>

                                    ARTICLE X

                                  MISCELLANEOUS

            10.1 ACCESS. (a) Any two Purchasers may require a meeting with the
management of Holdings to discuss the financial affairs of Holdings and its
subsidiaries, PROVIDED that no more than one such meeting shall be held per
fiscal quarter, and, PROVIDED, FURTHER, that the Purchasers shall cause all
information relating to Holdings and its subsidiaries to be held in strict
confidence in accordance with the provisions of Section 10.2. Notwithstanding
the foregoing, Holdings shall have no obligation to provide to the Purchasers
and their Permitted Transferees access to or information concerning matters that
Holdings reasonably considers to be financially or commercially sensitive,
including, without limitation, customer lists, business or strategic plans,
budgets, proposed acquisitions, dispositions or joint ventures, pricing policies
and/or fee schedules or other commercial matters.

            (b) Notwithstanding the last sentence of Section 10.1(a), Holdings
will provide the Purchasers and their Permitted Transferees as soon as available
and in any event on or before the date on which such financial statements are to
be filed with any governmental authority (i) the audited consolidated balance
sheet of Holdings and its subsidiaries as at the end of such fiscal year and the
related audited consolidated statement of operations and cash flows for such
fiscal year and (ii) with respect to the first three quarters of each fiscal
year, the unaudited consolidated balance sheet of Holdings and its subsidiaries
as at the end of such quarterly period and the related unaudited consolidated
statement of operations for such quarterly accounting period and for the elapsed
portion of the fiscal year ended with the last day of such quarterly period, and
the related unaudited consolidated statement of cash flows for the elapsed
portion of the fiscal year ended with the last day of such quarterly period.

            10.2 CONFIDENTIAL INFORMATION. (a) Each Purchaser and Permitted
Transferee agrees that it will not use at any time any Confidential Information
(as defined below) of which any Purchaser or any Permitted Transferee is or
becomes aware except in connection with its investment in Holdings and the
Company.

            (b) Each Purchaser and Permitted Transferee further agrees that the
Confidential Information will be kept strictly confidential and will not be
disclosed by it or its Representatives (as defined below), except (i) as
required by applicable law, regulation or legal process, and only after
compliance with Section 10.2(c) (PROVIDED that this clause (i) may not be relied
upon to the extent any action is taken by a Purchaser or Permitted Transferee
which such Purchaser knows would require such disclosure and, but for such
action, such disclosure would not have been required) and (ii) that it may
disclose the Confidential Information or portions thereof to those of its
officers, employees, directors and representatives of its legal, accounting and
financial advisors (the persons to whom such disclosure is permissible being
"REPRESENTATIVES") who need to know such information in connection with the
investment by the Purchasers and the Permitted Transferees in Holdings and the
Company; PROVIDED that such Representatives (x) are informed of the confidential
and proprietary nature of the Confidential Information and (y) agree to be bound
by and perform the provisions of this Section 10.2. Each Purchaser agrees to be
responsible for any breach of this Section 10.2 by its Representatives other
than those Representatives who after the date hereof execute a separate
confidentiality agreement with


                                       19
<PAGE>

Holdings and the Company (it being understood that such responsibility shall be
in addition to and not by way of limitation of any right or remedy Holdings and
the Company may have against such Representatives with respect to any such
breach).

            (c) If any Purchaser, Permitted Transferee or Representative becomes
legally compelled (including by deposition, interrogatory, request for
documents, subpoena, civil investigative demand or similar process) to disclose
any of the Confidential Information, the relevant Purchaser or the relevant
Permitted Transferee, as appropriate, shall provide Holdings and the Company
with prompt and, so far as practicable, prior written notice of such requirement
to disclose such Confidential Information. Upon receipt of such notice, Holdings
or the Company may seek a protective order or other appropriate remedy. If such
protective order or other remedy is not obtained, such Purchaser, Permitted
Transferee or Representative agrees to disclose only that portion of the
Confidential Information which is legally required to be disclosed and to take
all reasonable steps to preserve the confidentiality of the Confidential
Information. In addition, the Purchasers, Permitted Transferees and
Representatives will not oppose any action (and will, if and to the extent
requested by Holdings or the Company, cooperate with, assist and join with
Holdings and the Company, at the Company's expense and on a reasonable basis, in
any reasonable action) by Holdings or the Company to obtain an appropriate
protective order or other reliable assurance that confidential treatment will be
accorded the Confidential Information.

            (d) The provisions of this Section 10.2 shall supersede any
confidentiality agreement entered into between WCG and any Purchaser or
Permitted Transferee in connection with the Offer to Purchase, which the KKR
Partnership shall cause to be terminated with effect as of the Offer to Purchase
becoming or being declared unconditional in all respects.

            (e) "CONFIDENTIAL INFORMATION" means oral and written information
concerning Holdings, the Company and their subsidiaries furnished to any
Purchaser or Permitted Transferee by or on behalf of Holdings or the Company
(irrespective of the form of communication and whether such information is so
furnished before, on or after the date hereof), and all analyses, compilations,
data, studies, notes, interpretations, memoranda or other documents prepared by
any Purchaser or Permitted Transferee or any Representative containing or based
in whole or in part on any such furnished information. The term "Confidential
Information" does not include any information which (i) at the time of
disclosure or thereafter is generally available to the public (other than as a
result of a disclosure directly or indirectly by any Purchaser, Permitted
Transferee or Representative in violation hereof), (ii) is or becomes available
to any Purchaser or Permitted Transferee on a nonconfidential basis from a
source other than Holdings, the Company or their advisors or agents, provided
that such source was not known by the Purchasers or Permitted Transferees to be
prohibited from disclosing such information to it by a legal, contractual or
fiduciary obligation owed to Holdings or the Company or (iii) prior to the
furnishing of such information by or on behalf of Holdings or the Company to the
relevant Purchaser or Permitted Transferee, is already in the possession of such
Purchaser or Permitted Transferee.

            10.3  [INTENTIONALLY OMITTED]


                                       20
<PAGE>

            10.4 TRANSACTIONS WITH AFFILIATES. Holdings and the Company will
not, and will not permit any of their subsidiaries to, directly or indirectly
enter into or permit to exist any transaction or series of related transactions
(including, without limitation, the purchase, sale, lease, contribution or
exchange of any property or the rendering of any service) with or for the
benefit of any of its Affiliates (other than transactions between Holdings and
any subsidiary of Holdings or among subsidiaries of Holdings) (an "AFFILIATE
TRANSACTION"), other than Affiliate Transactions on terms that are no less
favorable to Holdings or the Company or their subsidiaries, as appropriate, than
those that might reasonably have been obtained in a comparable transaction on an
arms-length basis from a person that is not an Affiliate; PROVIDED, however,
that for a transaction or series of related transactions involving value of
$10.0 million or more, such determination will be made in good faith and in
accordance with fiduciary duties by a majority of members of the Board of
Holdings and by a majority of the disinterested members (if any) of such Board.
The foregoing restrictions will not apply to (1) reasonable and customary
directors' fees, indemnification and similar arrangements and payments
thereunder; (2) any obligations of Holdings, the Company or their respective
subsidiaries under any employment agreement, noncompetition or confidentiality
agreement with any officer of Holdings, the Company or their respective
subsidiaries, as in effect on the date hereof (PROVIDED that each amendment of
any of the foregoing agreements shall be subject to the limitations of this
Section 10.4); (3) any "RESTRICTED PAYMENT" permitted to be made pursuant to any
indenture governing public or private debt securities of Holdings or its
subsidiaries; (4) any issuance of securities, or other payments, awards or
grants in cash, securities or otherwise pursuant to, or the funding of,
employment arrangements, share options and share ownership plans approved by the
Board of Holdings or the Board of the Company, as appropriate, in accordance
with good business practice, PROVIDED, that any such awards granted to
non-executive directors shall not exceed three times the value of such
director's aggregate equity investment in Holdings and its subsidiaries; (5)
loans or advances to employees in the ordinary course of business of Holdings or
its subsidiaries consistent with past practices; (6) payments made in connection
with the Offer to Purchase, including, without limitation, fees payable to and
expenses of Kohlberg Kravis Roberts & Co. L.P. and its Affiliates (collectively,
"KKR"), any such fees in an amount not to exceed $7.5 million; (7) payments by
Holdings, the Company or their Affiliates to KKR for annual management,
consulting and advisory fees and related expenses as previously described to the
Purchasers and as may be agreed from time to time with a majority in interest of
the Purchasers to the extent materially different from those described on or
prior to the date hereof; (8) the repayment of indebtedness incurred in
connection with the Offer to Purchase with the proceeds of a substantially
concurrent offering of securities by Holdings or its subsidiaries; (9)
transactions in which Holdings or the Company delivers to the Purchasers a
letter from an internationally recognized financial advisor stating that such
transaction is fair to Holdings, the Company or their respective subsidiaries,
as appropriate, from a financial point of view or that it is on terms that are
no less favorable than those that might reasonably have been obtained in a
comparable transaction on an arms-length basis from a Person that is not an
Affiliate; (10) the issuance and sale of Ordinary Shares to the KKR Partnership,
any of the Purchasers or any of their respective Affiliates; (11) purchases of
Ordinary Shares or options to purchase Ordinary Shares from any officer or
employee of WCG or its subsidiaries pursuant to the terms of any subscription,
shareholder rights, option or similar agreement or plan entered into with any
such Person; (12) the performance by Holdings or the Company of its obligations
under this Agreement or the Registration Rights Agreement dated as of the date
hereof between Holdings, the Company and the Purchasers and any similar
subscription, registration rights or shareholders agreements (whether or not
with the same


                                       21
<PAGE>

parties) which it may enter into hereafter; and (13) transactions with
customers, clients, suppliers, or purchasers or sellers of goods or services, in
each case in the ordinary course of business which are fair to Holdings and the
Company in the reasonable determination of the Board of Holdings or the Board of
the Company, as appropriate, or the management thereof, or are on terms (taken
as a whole) at least as favorable as might reasonably have been obtained at such
time from an unaffiliated party.

            10.5 ADDITIONAL SECURITIES SUBJECT TO AGREEMENT. The KKR Partnership
and each Purchaser and each Permitted Transferee to whom Ordinary Shares or
Preferred Shares have been Transferred pursuant to Section 2.2 agrees that any
other equity securities of Holdings or the Company which it hereafter acquires
by means of a share split, share dividend, distribution, exercise of options or
warrants or otherwise (other than pursuant to a Public Offering or a Listing)
will be subject to the provisions of this Agreement to the same extent as if
held on the date hereof.

            10.6 TERMINATION. This Agreement, other than Section 1, Section
2.7(b)(ii), 2.7(b)(iii), 2.7(c), Section 2.8, Section 5.1, Section 10.2, 10.7,
10.8, 10.15 and 10.21, will terminate and be of no further force and effect
(other than with respect to prior breaches) at such time as there shall have
been one or more Public Offerings or a Listing such that there exists a public
trading market in 50% or more of the Ordinary Shares. Section 10.2 will
terminate and be of no further force and effect (other than with respect to
prior breaches) on the third anniversary of the first date on which no Purchaser
and no Permitted Transferee owns any Ordinary Shares or Preferred Shares.

            10.7 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 10.7):

            if to a KKR Partnership:

                  c/o Kohlberg Kravis Roberts & Co.
                  9 West 57th Street, Suite 4200
                  New York, NY  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


                                       22
<PAGE>

            if to Holdings or the Company:

                  c/o KKR & Co.
                  9 West 57th Street, Suite 4200
                  New York, NY  10019
                  Attention:  Perry Golkin
                  Telecopy:  (212) 750-0003

            with copies to:

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

            if to any of the Purchasers or any Permitted Transferee:

                  Royal & Sun Alliance Insurance Group plc
                  1 Cornhill
                  London    EC3V 3QR
                  Attention:  The Company Secretary
                  Telecopy:  44-171-283-4841


            -and-
                  Guardian Royal Exchange plc
                  Royal Exchange
                  London     EC2V 3LS
                  Attention:  The Company Secretary
                  Telecopy:  44-171-696-5301

            -and-
                  The Chubb Corporation
                  15 Mountain View
                  Warren, New Jersey  07059
                  Attention:  General Counsel
                  Telecopy:  908-903-3607

            -and-
                  The Hartford Financial Services Group, Inc.
                  690 Asylum Avenue
                  Hartford, Connecticut  06115
                  Attention:  General Counsel
                  Telecopy:  860-547-6959


                                       23
<PAGE>

            -and-
                  The Travelers Indemnity Company
                  One Tower Square
                  10 CR Hartford, Connecticut 06183
                  Attention:  General Counsel
                  Telecopy:  860-954-3730

            with a copy to:

                  Ashurst Morris Crisp
                  Broadwalk House
                  5 Appold Street
                  London  EC2A 2HA
                  Attention:  Mark A. Wippell
                  Telecopy:  44-171-972-7990

            with a copy to:

                  Dewey Ballantine LLP
                  1301 Avenue of the Americas
                  New York, New York 10019
                  Attention:  Jeff S. Liebmann
                  Telecopy:  212-259-6333

            10.8 ARBITRATION. (a) In the event of a controversy, dispute or
claim arising out of, in connection with, or in relation to the interpretation,
performance, nonperformance, validity, breach or termination of this Agreement
or otherwise arising out of, or in any way related to this Agreement or the
transactions contemplated hereby, including, without limitation, any claim based
on contract, tort, statute or constitution (collectively, "AGREEMENT DISPUTES"),
such Agreement Dispute shall be determined by arbitration conducted in New York
City in the English language, in accordance with the then-existing International
Arbitration Rules of the American Arbitration Association (the "RULES") except
however if such Agreement Dispute arises as a result of or in connection with a
third party claim against one of the parties hereto pending in a court of
competent jurisdiction to the extent that resolving such Agreement Dispute
outside of such court of competent jurisdiction is reasonably likely to expose a
party hereto to conflicting judgments. In any dispute between the parties
hereto, there shall be one arbitrator. Any judgment or award rendered by the
arbitrator shall be final, binding and nonappealable (except as provided by
federal law). If the parties are unable to agree on an arbitrator, the
arbitrator shall be selected in accordance with the Rules. Any controversy
concerning whether an Agreement Dispute is an arbitrable Agreement Dispute,
whether arbitration has been waived, whether an assignee of this Agreement is
bound to arbitrate, or as to the interpretation of enforceability of this
Section 10.8 shall be determined by the arbitrator. In resolving any dispute,
the parties intend that the arbitrator apply the substantive laws of the State
of New York, without regard to the choice of law principles thereof. The parties
intend that the provisions to arbitrate set forth herein be valid, enforceable
and irrevocable. The undersigned agree to comply with any award made in any such
arbitration proceedings that has become final in accordance with the


                                       24
<PAGE>

Rules and agree to enforcement of or entry of judgment upon such award, by any
court of competent jurisdiction, including (a) the Supreme Court of the State of
New York, New York County, or (b) the United States District Court for the
Southern District of New York, in accordance with Section 10.15. The arbitrator
shall be entitled, if appropriate, to award any remedy in such proceedings,
including, without limitation, monetary damages, specific performance and all
other forms of legal and equitable relief; PROVIDED, HOWEVER, the arbitrator
shall not be entitled to award punitive damages. The parties hereto waive any
rights to claim any punitive damages. Without limiting the provisions of the
Rules, unless otherwise agreed in writing by or among the relevant parties or
permitted by this Agreement, the undersigned shall keep confidential all matters
relating to the arbitration or the award, PROVIDED such matters may be disclosed
(i) to the extent reasonably necessary in any proceedings brought to enforce the
award or for entry of a judgment upon the award and (ii) to the extent otherwise
required by law. The arbitrator shall have the authority to apportion costs of
the arbitration, including those costs specified by Article 31 of the Rules, in
accordance with the arbitrator's disposition of the merits of the claims.
Nothing contained herein is intended to or shall be construed to prevent any
party, in accordance with Article 21(3) of the Rules or otherwise, from applying
to any court of competent jurisdiction for interim measures or other provisional
relief in connection with the subject matter of any Agreement Disputes.

            (b) Unless otherwise agreed in writing, the parties will continue to
provide service and honor all other commitments under this Agreement during the
course of dispute resolution pursuant to the provisions of Section 10.8(a) with
respect to all matters not subject to such dispute, controversy or claim.

            10.9 FURTHER ASSURANCES. The parties hereto will sign such further
documents, cause such meetings to be held, resolutions passed, exercise their
votes and do and perform and cause to be done such further acts and things as
may be necessary in order to give full effect to this Agreement and every
provision hereof.

            10.10 NON-ASSIGNABILITY. This Agreement will inure to the benefit of
and be binding on the parties hereto and their respective successors and
permitted assigns. This Agreement may not be assigned by any party hereto
without the express prior written consent of the other parties, and any
attempted assignment, without such consents, will be null and void; PROVIDED,
HOWEVER, that (i) the KKR Partnership may assign or delegate its rights
hereunder to any Affiliate, and in the event of any such assignment references
to a "KKR PARTNERSHIP" herein shall be deemed to refer to such Affiliate; (ii)
the KKR Partnership may assign its rights to purchase Offered Securities under
Section 2.6, and (iii) subject to compliance with this Agreement, any Purchaser
or Permitted Transferee may assign or delegate its rights hereunder to a
Permitted Transferee. Holdings and the Company may assign rights or obligations
to purchase or redeem securities hereunder pursuant to an employees' share
ownership plan or trust, which forms an employees' share scheme (as defined in
Section 743 of the U.K. Companies Act 1985) or to an Affiliate.

            10.11 ADDITIONAL PURCHASERS. Prior to the Offer to Purchase becoming
or being declared unconditional in all respects, up to four additional insurance
carriers (each an "ADDITIONAL PURCHASER") may become parties hereto; PROVIDED
that (i) (A) the KKR Partnership and (B) at least three of the Purchasers
consent to each such Additional Purchaser becoming a


                                       25
<PAGE>

party hereto, (ii) upon the addition of one Additional Purchaser, (A) if
Purchaser 4 has increased its aggregate investment to match the other
Purchasers, 100% of the proceeds of such Additional Purchaser's subscription
shall be applied to reduce pro rata the commitments of Purchaser 1, Purchaser 2,
Purchaser 3, Purchaser 4 and Purchaser 5, and (B) if Purchaser 4 has not
increased its aggregate investment to match the other Purchasers, the proceeds
of such Additional Purchaser's Subscription shall be applied to reduce pro rata
the commitments of Purchaser 1, Purchaser 2, Purchaser 3 and Purchaser 5 to
match the aggregate investment to be made by Purchaser 4 with any excess
proceeds to be applied pursuant to the direction of the KKR Partnership, (iii)
50% of the proceeds of any further Additional Purchaser's subscription will
represent additional equity invested in Holdings and the Company and 50% of
which will represent equity which would otherwise have been subscribed by the
then existing Purchasers and the First Additional Purchaser, (iv) such
Additional Purchaser enters into an Assumption Agreement and (v) such Additional
Purchaser becomes a party to the Subscription Agreement pursuant to the terms
thereof. If an Additional Purchaser becomes a party hereto in accordance with
the provisions of this Section 10.11, such Additional Purchaser shall be deemed
a "Purchaser" for purposes of this Agreement except with respect to the
provisions of this Section 10.11.

            10.12 AMENDMENT; WAIVER. This Agreement may be amended, supplemented
or otherwise modified only by a written instrument executed by the parties
hereto. No waiver by any party of any of the provisions hereof will be effective
unless explicitly set forth in writing and executed by the party so waiving.
Except as provided in the preceding sentence, no action taken pursuant to this
Agreement, including without limitation, any investigation by or on behalf of
any party, will be deemed to constitute a waiver by the party taking such action
of compliance with any covenants or agreements contained herein. The waiver by
any party hereto of a breach of any provision of this Agreement will not operate
or be construed as a waiver of any subsequent breach.

            10.13 ADDITIONAL KKR INVESTORS. Any private equity fund which is an
Affiliate of KKR and which hereafter subscribes for Ordinary Shares shall agree
in writing to be bound by, and be entitled to the benefits of, this Agreement as
if it were a party hereto, and, for purposes of this Agreement, such Person
shall be deemed to be a KKR Partnership.

            10.14 THIRD PARTIES. This Agreement does not create any rights,
claims or benefits inuring to any person that is not a party hereto nor create
or establish any third party beneficiary hereto.

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


                                       26
<PAGE>

            (b) Each of Holdings, the Company, Purchaser 1 and Purchaser 2 (each
a "FOREIGN PERSON"), 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 such Foreign Person represents that
is has notified the Authorized Agent of such designation and appointment and
that the Authorized Agent has accepted the same in writing. Each such Foreign
Person hereby irrevocably authorizes and directs its Authorized Agent to accept
to such service. Each such Foreign Person further agrees that service of process
upon its Authorized Agent and written notice of said service to such Foreign
Person mailed by first class mail or delivered to its Authorized Agent shall be
deemed in every respect effective service of process upon such Foreign Person 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 such Foreign Person
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 such
Foreign Person 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 such Foreign Person expressly accepts the jurisdiction of any
such court in any such action.

            (c) Each such Foreign Person 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-judgement
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.

            10.16 SPECIFIC PERFORMANCE. Without limiting or waiving in any
respect any rights or remedies of the parties hereto under this Agreement now or
hereinafter existing at law or in equity or by statute, each of the parties
hereto will be entitled to seek specific performance of the obligations to be
performed by the other in accordance with the provisions of this Agreement.

            10.17 ENTIRE AGREEMENT. This Agreement sets forth the entire
understanding of the parties hereto with respect to the subject matter hereof.

            10.18 TITLES AND HEADINGS. The section headings contained in this
Agreement are for reference purposes only and will not affect the meaning or
interpretation of this Agreement.

            10.19 SEVERABILITY. If any provision of this Agreement is declared
by any court of competent jurisdiction to be illegal, void or unenforceable, all
other provisions of this Agreement will not be affected and will remain in full
force and effect.

            10.20 COUNTERPARTS. This Agreement may be executed in any number of
counterparts, each of which will be deemed to be an original and all of which
together will be deemed to be one and the same instrument.


                                       27
<PAGE>

            10.21 NON-RECOURSE. Notwithstanding anything that may be expressed
or implied in this Agreement, the parties hereto, by their acceptance of the
benefits hereof, covenant, agree and acknowledge that no person other than the
KKR Partnership shall have any obligation hereunder with respect to claims
against the KKR Partnership and that, notwithstanding that the KKR Partnership
is a partnership, no recourse hereunder or any documents or instruments
delivered in connection herewith shall be had against any current or future
officer, agent or employee of the KKR Partnership or against any current or
future general or limited partner of the KKR Partnership or any current or
future director, officer, employee, general or limited partner, member,
affiliate or assignee of any of the foregoing, whether by the enforcement of any
assessment or by any legal or equitable proceeding, or by virtue of any statute,
regulation or other applicable law, it being expressly agreed and acknowledged
that no personal liability whatsoever shall attach to, be imposed on or
otherwise be incurred by any current or future officer, agent or employee of the
KKR Partnership or any current or future general or limited partner of the KKR
Partnership or any current or future director, officer, employee, general or
limited partner, member, affiliate or assignee of any of the foregoing, as such,
for any obligations of the KKR Partnership under this Agreement or any documents
or instruments delivered in connection herewith or for any claim based on, in
respect of or by reason of such obligations or their creation, PROVIDED,
HOWEVER, that this Section 10.21 will not limit or offset any claim based upon
fraud.


                                       28
<PAGE>


            IN WITNESS WHEREOF, each of the undersigned has executed this
Agreement or caused this Agreement to be executed on its behalf as of the date
first written above.

                                    TA I LIMITED

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


                                    TA II LIMITED

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


                                    PROFIT SHARING (OVERSEAS), LIMITED
                                    PARTNERSHIP

                                    By:   KKR 1996 Fund (Overseas),
                                          Limited Partnership, as its
                                          general partner

                                    By:   KKR Associates II (1996),
                                          Limited Partnership, its general
                                          partner

                                    By:   KKR 1996 Overseas Limited, its
                                          general partner

                                    By:    /s/ Perry Gollan
                                          ---------------------
                                          Authorized Signatory


                                    ROYAL & SUN ALLIANCE INSURANCE GROUP PLC

                                    By:    /s/ Paul Spencer
                                          ---------------------
                                          Title:


                                    GUARDIAN ROYAL EXCHANGE PLC

                                    By:    /s/ Caroline Burton
                                          ---------------------
                                          Title: Executive Director-Investments


                                       29
<PAGE>

                                    THE CHUBB CORPORATION

                                    By:    /s/ Andrew A. McElwee, Jr.
                                          ---------------------------
                                          Title: Senior Vice President

                                    THE HARTFORD FINANCIAL SERVICES GROUP,
                                      INC.

                                    By:    /s/ Brenda J. Furlong
                                          ----------------------
                                          Title: Senior Vice President

                                    THE TRAVELERS INDEMNITY COMPANY

                                    By:    /s/ Jordan Spitzer
                                          -------------------
                                          Title: Vice President


                                       30