<PAGE>
                                                                    Exhibit 10.2

                         AIOI INSURANCE COMPANY LIMITED

                              HILLCOT HOLDINGS LTD

                               CASTLEWOOD (EU) LTD

                              KENMARE HOLDINGS LTD

                                       AND

                              SHINSEI BANK, LIMITED

                                   ----------

                           AGREEMENT FOR THE SALE AND
                  PURCHASE OF AIOI INSURANCE COMPANY OF EUROPE
                                    LIMITED

                                   ----------

<PAGE>

                                    CONTENTS

<TABLE>
<CAPTION>
CLAUSE                                                                      PAGE
------                                                                      ----
<S>                                                                         <C>
1.    Interpretation.....................................................     1
2.    Sale And Purchase..................................................     7
3.    Conditions.........................................................     8
4.    Completion.........................................................     9
5.    Warranties.........................................................     9
6.    Pre-Completion Conduct And Post Completion Matters.................    10
7.    Seller's Additional Covenants And Indemnities......................    11
8.    The Buyer's Remedies...............................................    16
9.    Limitations On The Seller's Liability..............................    17
10.   The Buyer's Warranties And Undertakings............................    20
11.   Commutation Of Quota Share Agreements..............................    21
12.   Buyer's Guarantors.................................................    22
13.   Confidential Information...........................................    22
14.   Announcements......................................................    23
15.   Costs..............................................................    23
16.   General............................................................    23
17.   Entire Agreement...................................................    24
18.   Assignment.........................................................    24
19.   Notices............................................................    24
20.   Governing Law And Jurisdiction.....................................    25
21.   Governing Language.................................................    26
22.   Counterparts.......................................................    26

Schedule 1   INFORMATION ABOUT THE COMPANY...............................    27
Schedule 2   COMPLETION REQUIREMENTS.....................................    28
Schedule 3   WARRANTIES..................................................    32
Schedule 4   ACTION PENDING COMPLETION...................................    45
Schedule 5   NON-TRANSFERRING BUSINESS, NON-TRANSFERRING POLICIES,
             NON-TRANSFERRING POLICY RECORDS AND NON-TRANSFERRING
             RECORDS.....................................................    49
Schedule 6   TAX LOSSES*.................................................    51
</TABLE>

* A copy of Schedule 6 will be furnished to the Commission upon request.

<PAGE>

AGREED FORM DOCUMENTS

1.   Tax Deed

2.   Irrevocable power of attorney in respect of the Shares

3.   Letter of Credit

4.   Loan Note

5.   LoC Supplemental Governance Deed

6.   Security Charge

7.   Deed of Variation to the Transfer Agreement

8.   Commutation Agreement

9.   Substitution of capital support arrangement and duration of the Letter of
     Credit


                                      -2-

<PAGE>

THIS AGREEMENT is made on 30 December 2005

BETWEEN:

(1)  Aioi Insurance Company Limited, a company incorporated in Japan (registered
     no. FC023165), whose registered office is at 28-1 Ebisu, 1 - chome
     Shibuya-ku, 150 - 8488, Tokyo, Japan (the "SELLER");

(2)  Hillcot Holdings Ltd, a company incorporated in Bermuda (registered no. EC
     32870, whose registered office is at Sofia House, 48 Church Street,
     Hamilton, HM11, Bermuda (the "BUYER");

(3)  Castlewood (EU) Ltd, a company incorporated in England and Wales
     (registered no. 3168082), whose registered office is at St Paul's House,
     Warwick Lane, London EC4P 4BN ("CASTLEWOOD");

(4)  Kenmare Holdings Ltd, a company incorporated in Bermuda (registered no.
     30917), whose registered office is at Sofia House, 45 Church Street,
     Hamilton, Bermuda ("KENMARE"); and

(5)  Shinsei Bank, Limited, a company incorporated under the laws of Japan and
     having its principal place of business at 1-8 Uchisaiwaicho 2-chome,
     Chiyoda-ku, Tokyo, 100-850, Japan (together with Kenmare, the "BUYER'S
     GUARANTORS").

THE PARTIES AGREE as follows:

1.   INTERPRETATION

1.1  In this Agreement:

     "ACCOUNTS" means the Company's accounts (as that term is used in section
     226 of the Act) for the financial year ended on the Last Accounting Date,
     the auditors' report on those accounts, the directors' report for that year
     and the notes to those accounts;

     "ACCOUNTS RELIEF" means a Relief, the availability of which has been shown
     as an asset in the Accounts or has been taken into account in computing
     (and reducing) a provision for deferred tax which appears in the Accounts
     or has resulted in no provision for deferred tax being made in the
     Accounts;

     "ACT" means the Companies Act 1985;

     "ADDENDUM TO THE RUN-OFF SERVICES AGREEMENT" means the addendum to the
     Run-Off Services Agreement;

     "AIOI MOTOR AND GENERAL" means Aioi Motor and General Insurance Company of
     Europe Limited, a company incorporated in England and Wales (registered no.
     05046406), whose registered office is at 1st Floor, 50 Mark Lane, London
     EC3R 7QR;

     "ASSESSMENT" means a claim, assessment, notice, demand or other document
     issued or action taken by or on behalf of a Tax Authority by which the
     Company is liable or is sought to be made liable to make a payment to the
     Tax Authority or to another person (whether or not the payment is primarily
     payable by the Company and whether or not the

<PAGE>

     Company has or may have a right of reimbursement against another person) or
     is denied or sought to be denied a Relief;

     "ASSOCIATE COMPANY" means Watershed Claims Services Limited, a company
     incorporated in England and Wales (registered no. 03444444);

     "BUSINESS DAY" means a day other than a Saturday or Sunday or a public
     holiday in the UK, Bermuda or Japan;

     "BUYER'S GROUP" means the Buyer and any company which is, on the date of
     this Agreement, a subsidiary of the Buyer;

     "BUYER'S GROUP COMPANY" means a member of the Buyer's Group;

     "BUYER'S SOLICITORS" means Clyde & Co of 51 Eastcheap, London EC3M 1JP
     (Ref: AH/0407451);

     "CAA" means the Capital Allowances Act 2001;

     "COMMUTATION AGREEMENT" means the agreement, in the agreed form, between
     the Company and the Seller relating to the commutation of the Quota Share
     Agreements;

     "COMPANY" means Aioi Insurance Company of Europe Limited, a company
     incorporated in England and Wales (registered number 1272965), whose
     registered office is at 1st Floor, 50 Mark Lane, London EC3R 7QR, more
     details of which appear in Schedule 1;

     "COMPLETION" means completion of the sale and purchase of the Shares in
     accordance with this Agreement;

     "COMPLETION DATE" means the later of 27 March 2006 and the date which is
     five Business Days after the date (not being later than 31 March 2006) on
     which the last of the Conditions to be satisfied or waived is satisfied or
     waived;

     "CONDITION" means a condition set out in Clause 3.1 and "CONDITIONS" means
     all of those conditions;

     "CONFIDENTIAL INFORMATION" means all information which is used in or
     otherwise relates to the Company's business, customers or financial or
     other affairs including, without limitation, information relating to:

     (a)  the marketing of goods or services including, without limitation,
          customer names and lists and other details of customers, sales
          targets, sales statistics, market share statistics, prices, market
          research reports and surveys, and advertising or other promotional
          materials; or

     (b)  future projects, business development or planning, commercial
          relationships and negotiations; or

     (c)  the Non-Transferring Business,


                                      -2-

<PAGE>

     but does not include information which is made public by, or with the
     consent of, the Buyer;

     "CONSIDERATION" means the purchase price of the Shares as stated in Clause
     2.2;

     "COURT" means the High Court of Justice of England and Wales;

     "DEED OF VARIATION TO THE TRANSFER AGREEMENT" means the deed between the
     Company, Aioi Motor and General and Castlewood in the agreed form;

     "DISCLOSURE LETTER" means the letter from the Seller to the Buyer in
     relation to the Warranties having the same date as this Agreement the
     receipt of which has been acknowledged by the Buyer;

     "EFFECTIVE DATE" means the date on which the Scheme becomes operative in
     accordance with its terms;

     "EMPLOYEES" means all person employed by the Company immediately prior to
     Completion;

     "ENCUMBRANCE" means a mortgage, charge, pledge, lien, option, restriction,
     right of first refusal, right of pre-emption, third-party right or
     interest, other encumbrance or security interest of any kind, or another
     type of preferential arrangement (including, without limitation, a title
     transfer or retention arrangement) having similar effect;

     "EVENT" means an event, act, transaction or omission, including, without
     limitation, a receipt or accrual of income, profit or gains, distribution,
     failure to distribute, acquisition, disposal, transfer, payment, loan or
     advance;

     "EXCLUDED POLICIES REINSURANCE AGREEMENT" means the agreement between the
     Company and Aioi Motor and General defined in the Scheme as the Reinsurance
     Agreement relating to the reinsurance of Excluded Policies (as defined in
     the Scheme);

     "FSA" means the UK Financial Services Authority;

     "FSMA" means the Financial Services and Markets Act 2000;

     "ICTA" means the Income and Corporation Taxes Act 1988;

     "INTELLECTUAL PROPERTY" means:

     (a)  patents, trade marks, service marks, registered designs, applications
          and rights to apply for any of those rights, trade, business and
          company names, internet domain names and e-mail addresses,
          unregistered trade marks, service marks and design rights, copyrights,
          database rights, rights in software, know-how, confidential
          information, data, designs and inventions;

     (b)  rights under licences, consents, orders, statutes or otherwise in
          relation to a right in paragraph (a);

     (c)  rights of the same or similar effect or nature as or to those in
          paragraphs (a) and (b) which now or in the future may subsist; and


                                      -3-

<PAGE>

     (d)  the right to sue for past infringements of any of the foregoing
          rights;

     "INTELLECTUAL PROPERTY RIGHTS" means all Intellectual Property owned, used
     or required to be used by the Company;

     "LAST ACCOUNTING DATE" means 31 December 2004;

     "LETTER OF CREDIT" means the letter of credit in the agreed form;

     "LOAN NOTE" means the L12,000,000 loan note issued by the Buyer to the
     Seller in the agreed form;

     "LOC SUPPLEMENTAL GOVERNANCE DEED" means the deed of that name between the
     Seller, Castlewood and the Buyer in the agreed form;

     "LOCAL LEGISLATION" means national measures by way of legislation
     implementing into national law the obligations of France, Germany, Belgium
     and Netherlands under Council Directive 77/187/EEC as amended by Council
     Directives 98/50/EC and 2001/23/EC;

     "MANAGEMENT ACCOUNTS" means the unaudited profit and loss account of the
     Company in respect of the period starting on the day after the Last
     Accounting Date for each period ending 31 March 2005, 30 June 2005 and 30
     September 2005 and the unaudited balance sheet of the Company for the same
     periods;

     "NCIS" means Netherlands Construction Insurance Services Limited a company
     incorporated in England and Wales (registered no: 3296705), whose
     registered office is at 18 Mansell Street, London, E1 8AA and any company
     which is on or at any time after the date of this Agreement a subsidiary of
     NCIS, a holding company of NCIS or a subsidiary of such holding company;

     "NON-TRANSFERRING BUSINESS" shall have the meaning set out in the Scheme;

     "NON-TRANSFERRING POLICIES" shall have the meaning set out in the Scheme;

     "NON-TRANSFERRING POLICY RECORDS" means the books and records of the
     Company referable to the Non-Transferring Business in the Company's
     possession or under its control as at the Completion Date including (but
     not limited to) any books and records relating to:

     (a)  underwriting with respect to the Non-Transferring Business; and

     (b)  outstanding claims in respect of the Non-Transferring Business;

     "ORDER" means an order made by the Court pursuant to Part VII of FSMA
     sanctioning the Scheme and any order made by the Court which is ancillary
     thereto;

     "PROPERTY" means freehold, leasehold or other immovable property in any
     part of the world;

     "QUOTA SHARE AGREEMENTS" means the quota share agreements between the
     Company and the Seller identified in the Commutation Agreement;


                                      -4-

<PAGE>

     "REINSURANCE AGREEMENTS" means the reinsurance agreements entered into by
     the Company in relation to or in connection with the Non-Transferring
     Business;

     "RELEVANT CLAIM" means (i) a Warranty Claim; (ii) a claim by the Buyer
     under the Tax Deed; or (iii) for the purposes of the limitations set out in
     Clauses 9.2, 9.3.3 and 9.8 only, a claim under Clauses 7.1 to 7.9;

     "RELIEF" means any loss, relief, allowance, exemption, set off, deduction,
     right to repayment or credit or other relief of a similar nature granted by
     or available in relation to Tax pursuant to any legislation or otherwise;

     "RUN-OFF SERVICES AGREEMENT" means the Run-Off Services Agreement dated 6
     May 2005 between the Company and Castlewood;

     "SCHEME" means the scheme under Part VII of FSMA for the transfer of the
     Transferring Business from the Company to Aioi Motor and General before the
     High Court of Justice, Chancery Division, Companies Court under case number
     6185 of 2005;

     "SECURITY CHARGE" means the Security Over Shares Agreement between the
     Buyer and the Seller as security for the Loan Note in the agreed form;

     "SELLER'S GROUP" means the Seller and any company which is, on or at any
     time after the date of this Agreement, a subsidiary of the Seller;

     "SELLER'S GROUP COMPANY" means a member of the Seller's Group;

     "SELLER'S SOLICITORS" means Clifford Chance Limited Liability Partnership
     of 10 Upper Bank Street, London E14 5JJ;

     "SHARES" means the 156,000,000 fully-paid ordinary shares of L1 each
     of the Company comprising the whole of the allotted and issued share
     capital of the Company;

     "SUBSIDIARY UNDERTAKING" means Toyota Insurance Management Limited, a
     company incorporated in England and Wales (registered no. 3787854);

     "SUBSTITUTION OF CAPITAL SUPPORT ARRANGEMENT AND DURATION OF THE LETTER OF
     CREDIT" means the deed between the Seller, Castlewood and the Buyer in the
     agreed form;

     "SURRENDER OF GROUP RELIEF" means a surrender of relief for trading losses
     or other amounts eligible of surrender under Chapter IV of Part X of the
     Taxes Act;

     "SURRENDER OF TAX REFUND" means a surrender of tax refund under section 102
     of the Finance Act 1989;

     "SUPPLEMENTAL AGREEMENT" means the Supplemental Reinsurance Governance
     Agreement between Aioi Motor and General and the Company as contemplated in
     the Scheme;

     "TAX" or "TAXATION" has the meaning given in the Tax Deed;

     "TAX AUTHORITY" has the meaning given in the Tax Deed;


                                      -5-

<PAGE>

     "TAX CLAIM" means a claim under the Tax Deed or a claim for breach of the
     tax warranties set out in paragraph 6 of Schedule 3;

     "TAX DEED" means the tax deed in the agreed form between the Buyer and the
     Seller;

     "TAXES ACT" means the Income and Corporation Taxes Act 1988;

     "TCGA" means the Taxation of Chargeable Gains Act 1992;

     "TRANSACTION" means the sale of the Shares to the Buyer as contemplated by
     the terms of this Agreement;

     "TRANSACTION DOCUMENTS" means this Agreement, the Letter of Credit, the
     Loan Note, the LoC Supplemental Governance Deed and the Tax Deed;

     "TRANSFER" means the transfer of the Transferring Business from the Company
     to Aioi Motor and General pursuant to the Transfer Agreement and the
     Scheme;

     "TRANSFER AGREEMENT" means the agreement dated 12 September 2005 entered
     into between the Company and Aioi Motor and General relating to the
     Transfer;

     "TRANSFERRING BUSINESS" shall have the meaning set out in the Scheme;

     "TRANSFERRING POLICIES" shall have the meaning set out in the Scheme;

     "TUPE" means the Transfer of Undertakings (Protection of Employment)
     Regulations 1981;

     "VAT" means value added tax as imposed by the VATA and, in a jurisdiction
     outside the United Kingdom, any equivalent taxation;

     "VATA" means, in the UK, the Value Added Tax Act 1994 and, in a
     jurisdiction outside the UK, any equivalent legislation;

     "WARRANTY" means a statement contained in Schedule 3 and "WARRANTIES" means
     all those statements; and

     "WARRANTY CLAIM" means a claim by the Buyer under or pursuant to the
     provisions of Clause 5.1 or Clause 5.2.

1.2  In this Agreement, a reference to:

     1.2.1 a "SUBSIDIARY UNDERTAKING" or "PARENT UNDERTAKING" is to be construed
          in accordance with section 258 of the Act and to a "SUBSIDIARY" or
          "HOLDING COMPANY" is to be construed in accordance with section 736 of
          the Act;

     1.2.2 liability under, pursuant to or arising out of (or any analogous
          expression) any agreement, contract, deed or other instrument includes
          a reference to contingent liability under, pursuant to or arising out
          of (or any analogous expression) that agreement, contract, deed or
          other instrument;


                                      -6-

<PAGE>

     1.2.3 a party being liable to another party, or to liability, includes, but
          is not limited to, any liability in equity, contract or tort
          (including negligence) or under the Misrepresentation Act 1967;

     1.2.4 a document in the "AGREED FORM" is a reference to a document in a
          form approved and for the purposes of identification initialled by or
          on behalf of each party;

     1.2.5 a statutory provision includes a reference to the statutory provision
          as modified or re-enacted or both from time to time before the date of
          this Agreement and any subordinate legislation made under the
          statutory provision (as so modified or re-enacted) before the date of
          this Agreement;

     1.2.6 a "PERSON" includes a reference to any individual, firm, company,
          corporation or other body corporate, government, state or agency of a
          state or any joint venture, association or partnership, works council
          or employee representative body (whether or not having separate legal
          personality);

     1.2.7 a person includes a reference to that person's legal personal
          representatives, successors and permitted assigns;

     1.2.8 a "PARTY" includes a reference to that party's successors and
          permitted assigns;

     1.2.9 a Clause, paragraph or Schedule, unless the context otherwise
          requires, is a reference to a Clause or paragraph of, or Schedule to,
          this Agreement;

     1.2.10 any English legal term for any action, remedy, method of judicial
          proceeding, legal document, legal status, court, official or any legal
          concept or thing shall in respect of any jurisdiction other than
          England be deemed to include what most nearly approximates in that
          jurisdiction to the English legal term and to any English statute
          shall be construed so as to include equivalent or analogous laws of
          any other jurisdiction; and

     1.2.11 times of the day are to London time.

1.3  The headings in this Agreement do not affect its interpretation.

1.4  A reference in Schedule 3 to the Seller's knowledge, information or belief
     is deemed to include knowledge, information and belief which the Seller
     would have if the Seller had made all reasonable enquiries of Nigel
     Howard-Jones, Yuichi Ito, Masanobu Kobayashi, Mark Vallely and Michitoki
     Yokoi.

1.5  Castlewood is only a party to this Agreement in order to take the benefit
     of the covenants and indemnities from the Seller as set out in Clause 7.

2.   SALE AND PURCHASE

2.1  The Seller agrees to sell with full title guarantee and the Buyer agrees to
     buy the Shares and each right attaching to the Shares at or after the date
     of this Agreement, free of any Encumbrance.

2.2  The purchase price of the Shares is L62,000,000.


                                      -7-

<PAGE>

2.3  At Completion the Buyer shall pay to the Seller L50,000,000 in cash on
     account of the Consideration payable under Clause 2.2 and shall deliver to
     the Seller the Loan Note and the Security Charge duly executed by the
     Buyer.

2.4  The Seller waives all rights of pre-emption and other restrictions on
     transfer over the Shares conferred on it and shall procure that all such
     rights conferred on any other person are waived no later than Completion so
     as to permit the sale and purchase of the Shares.

3.   CONDITIONS

3.1  Completion is conditional on the following Conditions being satisfied on or
     before 12.00 pm on the Completion Date:

     3.1.1 the Buyer having received a notice of approval from the FSA of all
          persons who will acquire control of the Company on Completion in
          accordance with section 184 of FSMA in terms reasonably satisfactory
          to the Buyer or, in the absence of such notification, the period
          during which the FSA may serve a notice of objection pursuant to
          section 183 of FSMA in relation to the Buyer and such other relevant
          persons having elapsed without the FSA having served notice of
          objection on the Buyer;

     3.1.2 the Court having granted the Order and any conditions to the Order
          having been satisfied;

     3.1.3 the Buyer having received a notice in writing from the FSA that it
          does not object to the proposed reduction of the share capital of the
          Company in an amount not exceeding L40,000,000 following Completion;
          and

     3.1.4 the Buyer having received a notice in writing from the FSA that it
          does not object to the agreed form Substitution of capital support
          arrangement and duration of the Letter of Credit.

3.2  The Buyer shall use all reasonable efforts to achieve satisfaction of the
     Condition set out in Clause 3.1.1, Clause 3.1.3 and Clause 3.1.4 as soon as
     possible before 27 March 2006. If, despite such reasonable efforts, the
     Condition has not been satisfied by that date then the Buyer shall use all
     reasonable efforts to achieve satisfaction of that Condition as soon as
     practicable after that date and in any event not later than 12.00 pm on 31
     March 2006.

3.3  The Seller shall use all reasonable efforts to achieve satisfaction of the
     Condition set out in Clause 3.1.2 and Clause 3.1.4 as soon as possible
     before 27 March 2006. If, despite such reasonable efforts, the Condition
     has not been satisfied by that date then the Seller shall use all
     reasonable efforts to achieve satisfaction of that Condition as soon as
     practicable after that date and in any event not later than 12.00 pm on 31
     March 2006.

3.4  If, at any time, the Seller or the Buyer becomes aware of a fact or
     circumstance that might prevent a Condition being satisfied, it shall
     promptly inform the other party.

3.5  If a Condition has not been satisfied by 12.00pm on 31 March 2006 this
     Agreement shall automatically terminate with immediate effect.


                                       -8-

<PAGE>

3.6  Each party's further rights and obligations cease immediately on
     termination in accordance with Clause 3.5, but termination does not affect
     a party's accrued rights and obligations at the date of termination.

4.   COMPLETION

4.1  Completion shall take place at the offices of the Seller's Solicitors on
     the Completion Date.

4.2  At Completion the Seller and the Buyer shall do all those things
     respectively required of them in Schedule 2 and the Buyer shall pay or
     procure the payment of the amount stated in Clause 2.2 to an account
     notified by the Seller to the Buyer in writing prior to Completion.

4.3  The Buyer is not obliged to complete this Agreement unless:

     4.3.1 the Seller complies with all its obligations under Clause 4 and
          Schedule 2; and

     4.3.2 the purchase of all the Shares is completed simultaneously.

4.4  If Completion does not take place on the Completion Date because the Seller
     fails to comply with any of its obligations under Clause 4 and Schedule 2,
     the Buyer may by notice to the Seller:

     4.4.1 proceed to Completion to the extent reasonably practicable (but if
          the Buyer exercises its right pursuant to this Clause 4.4.1,
          completion of the purchase of some of the Shares does not affect the
          Buyer's rights in connection with the others);

     4.4.2 postpone Completion to a date not more than 28 Business Days after
          the Completion Date; or

     4.4.3 terminate this Agreement.

4.5  If the Buyer postpones Completion to another date in accordance with Clause
     4.4.2, the provisions of this Agreement apply as if that other date is the
     Completion Date.

4.6  If the Buyer terminates this Agreement pursuant to Clause 4.4.3, each
     party's further rights and obligations cease immediately on termination,
     but termination does not affect a party's accrued rights and obligations as
     at the date of termination.

5.   WARRANTIES

5.1  The Seller warrants to the Buyer that each Warranty (save for the
     Warranties set out in paragraphs 8 and 9 of Schedule 3) is true, accurate
     and not misleading at the date of this Agreement. Immediately before
     Completion, the Seller warrants to the Buyer that each Warranty (save for
     the Warranties set out in paragraphs 4, 7.5, 7.8 and 19.2 of Schedule 3) is
     true, accurate and not misleading (and for this purpose only, where there
     is an express or implied reference in a Warranty to "THE DATE OF THIS
     AGREEMENT" that reference is also to be construed as a reference to
     Completion).


                                       -9-

<PAGE>

5.2  The Seller acknowledges that the Buyer is entering into this Agreement in
     reliance on each Warranty, which is also given as a representation and with
     the intention of inducing the Buyer to enter into this Agreement.

5.3  The Warranties are qualified by the facts and circumstances fully, fairly,
     specifically and accurately disclosed in the Disclosure Letter. No other
     knowledge relating to the Company (actual, constructive or imputed)
     prevents or limits a claim made by the Buyer for breach of Clause 5.1.

5.4  Reference to any facts and circumstances being disclosed shall be deemed to
     be a reference to them being fully, fairly, specifically and accurately
     disclosed in the Disclosure Letter in such a manner that:

     5.4.1 in the context of the disclosures contained in the Disclosure Letter:

          (a)  the significance of the information disclosed and its relevance
               to a particular Warranty ought reasonably to be appreciated by
               the Buyer, taking into account the paragraphs or subject matters
               in relation to which the information was disclosed;

          (b)  there is not omitted from the information disclosed any
               information which would have the effect of rendering the
               information so disclosed misleading in any respect; and

     5.4.2 in the context of any document treated as disclosed by the Disclosure
          Letter, the matter disclosed is reasonably apparent from the terms of
          the documents,

     and nothing disclosed by the Seller to the Buyer other than in the
     Disclosure Letter and in accordance with the provisions of this Clause 5.4
     shall constitute disclosure for the purposes of this Agreement.

5.5  The Seller undertakes not to make any claim against the Company or a
     director, officer or employee of the Company which it may have in respect
     of a misrepresentation, inaccuracy or omission in or from information or
     advice provided by the Company or a director, officer or employee of the
     Company for the purpose of assisting the Seller to make a representation,
     give a Warranty or prepare the Disclosure Letter.

5.6  Each Warranty is to be construed independently and (except where this
     Agreement provides otherwise) is not limited by a provision of this
     Agreement or another Warranty.

6.   PRE-COMPLETION CONDUCT AND POST COMPLETION MATTERS

6.1  On the date of this Agreement, the Seller shall deliver to the Buyer the
     Addendum to the Run-Off Services Agreement duly executed by the Company.

6.2  After the date of this Agreement, the Seller shall procure that the Company
     requires the Company's auditors to provide such information and services to
     the Buyer and/or Castlewood as they may require, subject to the Buyer
     and/or Castlewood (as applicable) complying with the Company's reasonable
     confidentiality requirements in relation to the disclosed information.


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<PAGE>

6.3  Between the execution of this Agreement and Completion the Seller shall:

     6.3.1 ensure that the Company complies with Schedule 4; and

     6.3.2 notify the Buyer within two Business Days if it becomes aware of a
          fact or circumstance which constitutes or which would or is likely to
          constitute a material or repudiatory breach of Clause 5.1 or might
          cause a Warranty to be untrue.

6.4  The Company's Corporation Tax Return for the twelve-month period ending 31
     December 2006 to be filed with HM Revenue and Customs by 31 December 2007
     shall deal with the allocation of tax losses between the Transferring
     Business and the Non-Transferring Business. The method of allocation of
     these tax losses shall be on a basis that is substantially consistent with
     the figures set out in Schedule 6 (which deal with the allocation of tax
     losses up to and including the year ended 31 December 2003) and the
     Company's Corporation Tax Return shall be completed by including the
     allocation of the 2004, 2005 and 2006 tax year profits and losses as they
     become available. It is recognised by the parties that it is not within the
     power or control of the parties to procure the agreement of HM Revenue and
     Customs that tax losses will be allocated as aforesaid. In the event that
     HM Revenue and Customs do not agree the aforesaid allocation, the parties
     agree to be bound by such decision and the parties shall have no other
     remedy under this Agreement or at law.

7.   SELLER'S ADDITIONAL COVENANTS AND INDEMNITIES

7.1  The Seller and the Buyer believe that the termination of the agreement with
     Axiom Consulting Limited ("AXIOM") dated 4 October 2001 (the "SLA"), the
     termination of agreements between the Company and NCIS and the entering
     into of the Run Off Services Agreement should not give rise to a relevant
     transfer of an undertaking or part of an undertaking for the purposes of
     TUPE and/or Local Legislation as between Axiom, NCIS, the Company and/or
     Castlewood however the Seller has agreed to provide the following covenants
     and indemnities to address any such risk.

7.2  The Seller and the Buyer further acknowledge that the Company has the
     benefit of an indemnity from Axiom set out in "Addendum Number Two" to the
     SLA (the "AXIOM INDEMNITY"). The Buyer shall procure that the Company shall
     first seek indemnification for any liabilities, expenses or costs
     (including all legal costs) covered by the subject matter of the Axiom
     Indemnity from Axiom. The Company shall not be obliged to issue legal
     proceedings against Axiom in pursuit of such indemnity. If the Company
     shall not have been indemnified by Axiom within two months of its
     requesting indemnification from Axiom, the Company shall then be entitled
     to seek indemnification from the Seller under Clauses 7.3, 7.4 or 7.5. The
     Seller acknowledges that the obligation to rely on the Axiom Indemnity set
     out in this Clause 7.2 does not apply to the Buyer or Castlewood.

7.3  The Seller shall procure the discharge of all the Company's obligations in
     respect of the Employees and any other persons engaged by the Company up to
     and including Completion including, without limitation, all contractual and
     non contractual rights under the contracts of employment, discharge of
     statutory or other redundancy payment and the Company's obligations under
     section 188 and section 188A of the Trade Union


                                      -11-

<PAGE>

     and Labour Relations (Consolidations) Act 1992 and under regulations 10 and
     10A of TUPE up to Completion and the Seller shall discharge and indemnify
     and keep fully and effectively indemnified (including all legal costs) upon
     demand the Buyer, the Company and Castlewood against all liability:

     7.3.1 arising from the Company or the Seller's failure to do so;

     7.3.2 to an Employee or other person engaged or formerly engaged by the
          Company which arises out of any act or omission by the Seller, the
          Company and any Seller's Group Company or its or their employees,
          officers or shareholders occurring before Completion;

     7.3.3 arising from or in connection with the contract of employment and
          termination of employment of any person who is determined by a Court
          or Tribunal of competent jurisdiction to be an Employee and remains
          employed by the Company at Completion (an "UNDISCLOSED EMPLOYEE")
          provided that the Buyer procures that the Company shall within 7 days
          of such determination of the Court or Tribunal of competent
          jurisdiction, terminate the Undisclosed Employee's employment; and

     7.3.4 in respect of any claim, demand, penalty or interest relating to a
          failure to deduct the appropriate Taxation in respect of any payment
          made or agreed to be made to any Employee prior to Completion or in
          respect of an Undisclosed Employee at any time.

7.4  The Seller shall indemnify and keep fully and effectively indemnified upon
     demand the Buyer, the Company and Castlewood against all liabilities,
     expenses or costs (including all legal costs) which arise out of or in
     connection with:

     7.4.1 any act or omission by the Seller, the Company, any Seller's Group
          Company, Axiom or NCIS, or any other event or occurrence prior to
          Completion (or where such act or omission occurs prior to Completion
          but gives rise to liability on the part of the Buyer, the Company or
          Castlewood after Completion) in respect of any other person engaged by
          the Company, the employees of Axiom or NCIS;

     7.4.2 any act or omission by the Seller, the Company, any Seller's Group
          Company, Axiom or NCIS in relation to the Employees, any other persons
          engaged by the Company or the employees of Axiom or NCIS and which is
          deemed to be an act or omission of the Buyer, the Company or
          Castlewood; and

     7.4.3 any claim made by or in respect of any person employed or formerly
          employed by the Seller, the Company, and Seller's Group Company, Axiom
          or NCIS claiming that the Buyer, the Company or Castlewood is liable.

7.5  If any contract of employment relating to a person employed or formerly
     employed by the Seller, the Company, any Seller's Group Company, Axiom or
     NCIS is found or is alleged to have effect as if originally made between
     the Buyer, the Company or Castlewood and that employee as a result of the
     sale and purchase of the Company, the termination of the SLA, the Company
     terminating an agreement with NCIS and/or as a result of the Company
     entering into the Run Off Services Agreement:


                                      -12-

<PAGE>

     7.5.1 the Buyer and/or the Company and/or Castlewood (as the case may be)
          may (without prejudice to any other rights or remedies available to
          it) upon becoming aware of that effect, terminate the contract; and

     7.5.2 the Seller shall indemnify and keep fully and effectively indemnified
          upon demand the Buyer, the Company and Castlewood against any
          liabilities, expenses or costs (including all legal costs) sustained
          or incurred by the Buyer, the Company and/or Castlewood by reason of
          or on account of such termination and any sums payable under the
          contract of employment following Completion.

7.6  The indemnities contained in Clauses 7.3 to 7.5 inclusive in respect of
     employees or former employees of Axiom, shall only be effective for an
     indemnity claim where such indemnity claim or facts or matters which would
     or might give rise to such an indemnity claim are notified to the Seller in
     accordance with Clause 19 up to and including 11 February 2006.

7.7  The Seller shall ensure that immediately prior to Completion, the
     Non-Transferring Business, the Non-Transferring Policies, the
     Non-Transferring Policy Records and the Non-Transferring Records are the
     only assets and liabilities of the Company. The Seller shall indemnify and
     keep fully and effectively indemnified the Buyer and the Company against
     all liabilities, expenses or costs (including all legal costs) suffered or
     incurred by either of them:

     7.7.1 as a result of any breach of this Clause 7.7; or

     7.7.2 arising from or in connection with the transfer of the property
          referred to in paragraph 1.1.18 of Schedule 2; or

     7.7.3 arising from or in connection with the proceedings brought by Mr
          Hilder in the Munich labour court (Germany) for alleged unfair
          dismissal against the German branch of the Company, which were settled
          on 26 March 2003; or

     7.7.4 arising from or in connection with the occupational pension and
          accident insurance arrangement which also provides disability, health
          care and life assurance cover to employees of the Company in Germany;
          or

     7.7.5 arising from or in connection with the state pension plan which
          employees of the Company in France currently contribute to; or

     7.7.6 arising from or in connection with the Transferring Business, the
          Transfer Agreement, the Supplemental Agreement, the Reinsurance
          Agreements, the Excluded Policies Reinsurance Agreement, the Scheme
          and the Order, except as specifically contemplated by the Transfer
          Agreement, the Supplemental Agreement, the Reinsurance Agreements, the
          Excluded Policies Reinsurance Agreement, the Scheme or the Order,
          subject always to Clause 7.9.

7.8  The Seller shall indemnify and keep fully and effectively indemnified the
     Buyer and the Company against all liabilities, expenses or costs (including
     legal costs) suffered or incurred by either of them as a result of:


                                      -13-

<PAGE>

     7.8.1 a claim by Aioi Motor and General under the Transfer Agreement;

     7.8.2 transfer or sale (as the case may be) of the Company's entire
          shareholding in the Subsidiary Undertaking and the Associate Company;
          and

     7.8.3 any failure by Aioi Motor and General to make payment to the Company
          in accordance with the terms of the Excluded Policies Reinsurance
          Agreement, the Supplemental Agreement, the Scheme and the Deed of
          Variation to the Transfer Agreement.

7.9  Notwithstanding anything contained to the contrary in the Transfer
     Agreement, the Supplemental Agreement, the Reinsurance Agreements, the
     Excluded Policies Reinsurance Agreement, the Order or the Scheme, the
     Seller shall indemnify and keep fully and effectively indemnified the Buyer
     and the Company against all professional fees (including without limitation
     solicitors, counsel, experts, advertising costs and auditors) paid or
     incurred by the Company in relation to those documents, the Order and the
     Scheme.

7.10 The Seller shall procure that Aioi Motor and General and the Buyer shall
     procure that the Company:

     7.10.1 present claims to reinsurers in accordance with the terms of the
          Supplemental Agreement; and

     7.10.2 continue to present claims to reinsurers consistently with its
          policy in presenting claims in the three year period immediately prior
          to the date of this Agreement.

7.11 The Seller irrevocably and unconditionally guarantees to the Buyer and the
     Company the due and punctual performance of the obligation (if any) of Aioi
     Motor and General to pay to the Company the Losses (as defined in the
     Transfer Agreement) payable under paragraph 2.2 of Part B of Schedule 1 of
     the Transfer Agreement.

7.12 If the Buyer becomes aware of a matter which constitutes or which would or
     might give rise to a claim under this Clause 7 (a "SPECIFIED CLAIM"):

     7.12.1 the Buyer shall immediately give notice to the Seller of the matter
          and shall consult with the Seller with respect to the matter;

     7.12.2 the Buyer shall, and shall ensure that each Buyer's Group Company
          will, provide to the Seller and its advisers reasonable access to
          premises and personnel and to relevant assets, documents and records
          within the power or control of each Buyer's Group Company for the
          purposes of investigating the matter and enabling the Seller to take
          the action referred to in Clause 7.12.4(a);

     7.12.3 the Seller (at its cost) may take copies of the documents or
          records, and photograph the premises or assets, referred to in Clause
          7.12.2;

     7.12.4 the Buyer shall, and shall ensure that each Buyer's Group Company
          will:

          (a)  take any action, institute any proceedings and/or give any
               information and assistance as the Seller may request to:


                                      -14-

<PAGE>

               (i)  dispute, resist, appeal, compromise, defend, remedy or
                    mitigate the matter; or

               (ii) enforce against a person (other than a Seller's Group
                    Company) the rights of a Buyer's Group Company in relation
                    to the matter; and

          (b)  in connection with proceedings related to the matter (other than
               against a Seller's Group Company), use advisers nominated by the
               Seller and, if the Seller requests, allow the Seller the sole
               conduct of the proceedings,

          and in each case on the basis that the Seller shall indemnify the
          Buyer for the costs incurred by any Buyer's Group Company as a result
          of a request or nomination by the Seller;

     7.12.5 neither the Buyer nor the Buyer's Guarantors shall, and the Buyer
          shall ensure that no Buyer's Group Company will, admit liability in
          respect of, or compromise or settle the matter without the prior
          written consent of the Seller (such consent not to be unreasonably
          withheld or delayed); and

     7.12.6 the Buyer shall take all reasonable action to mitigate any loss
          suffered by it or any Buyer's Group Company in respect of a matter
          giving rise to a Specified Claim.

7.13 If the Seller pays to the Buyer an amount in respect of a Specified Claim
     (to the extent that the Specified Claim has been fully discharged as a
     result of such payment) and a Buyer's Group Company subsequently recovers
     from another person an amount which is referable to the matter giving rise
     to the Specified Claim:

     7.13.1 if the amount paid by the Seller in respect of the Specified Claim
          is more than the Sum Recovered, the Buyer shall immediately pay to the
          Seller the Sum Recovered; and

     7.13.2 if the amount paid by the Seller in respect of the Specified Claim
          is less than or equal to the Sum Recovered, the Buyer shall
          immediately pay to the Seller an amount equal to the amount paid by
          the Seller.

7.14 For the purposes of Clause 7.13, "SUM RECOVERED" means an amount equal to
     the total of the amount recovered from the other person plus any interest
     in respect of the amount recovered from the person less any Tax computed by
     reference to the amount recovered from the person payable by a Buyer's
     Group Company and less all costs incurred or which will be incurred by a
     Buyer's Group Company in recovering the amount from the person.

7.15 Any amount payable by the Seller pursuant to this Clause 7 shall be:

     7.15.1 made by the Seller within ten Business Days of written demand by the
          Buyer; and

     7.15.2 paid by way of repayment of and adjustment to the consideration
          payable in accordance with Clause 2.2 to the extent of the amount so
          payable.


                                      -15-

<PAGE>

7.16 All sums payable by the Seller to the Buyer under this Clause 7 shall be
     paid free and clear of all deductions or withholdings whatsoever, save only
     as may be required by law.

7.17 If any deductions or withholdings are required by law to be made from any
     of the sums payable as mentioned in Clause 7.16, the sum due from the
     Seller shall be increased to the extent necessary to ensure that, after the
     making of any deductions or withholdings, the Buyer receives a sum equal to
     the sum it would have received had no deductions or withholdings been made.

7.18 If any sum payable by the Seller to the Buyer under this Clause 7 shall be
     subject to a liability to Tax in the hands of the Buyer, the Seller shall
     be under the same obligation to make an increased payment in relation to
     that liability to Tax as if the liability were a deduction or withholding
     required by law.

8.   THE BUYER'S REMEDIES

8.1  If, at any time before Completion, the Buyer becomes aware that the Seller
     is in breach of any provision of this Agreement, and such breach will have
     a Material Adverse Effect on the Company, the Buyer may by notice in
     writing to the Seller elect to proceed to Completion or terminate this
     Agreement.

8.2  For the purpose of this Clause 8 "MATERIAL ADVERSE EFFECT" means any or all
     of the following:

     8.2.1 having a cost to remedy or involving a liability in excess of
          L5,000,000; or

     8.2.2 having the effect of reducing or extinguishing the Reserves of the
          Company by more than L5,000,000.

8.3  For the purpose of this Clause 8.3 "RESERVES" means all provisions required
     to be held by the Company to meet underwriting liabilities under the
     Integrated Prudential Sourcebook for Insurers of the FSA in respect of the
     Non-Transferring Business as at the date of this Agreement, including
     (without limitation) unearned premium reserves, unexpired risk reserves,
     outstanding claims (both notified and incurred but not reported), claims
     expenses reserves, and funds and equalisation reserves.

8.4  For the purpose of determining whether the event, matter or circumstances
     has or may have a Material Adverse Effect, the Buyer shall not be required
     to take into account the existence or otherwise of any insurance against
     the whole or any part of the loss or damage resulting from the event,
     matter or circumstances.

8.5  If the Buyer terminates this Agreement pursuant to Clause 8.1:

     8.5.1 the Seller shall indemnify the Buyer against all its reasonable costs
          relating to the negotiation, preparation, execution or termination of
          this Agreement and the satisfaction of any Conditions, but excluding
          any and all costs relating to management time of the Buyer, a Buyer's
          Group Company and their respective employees; and


                                      -16-

<PAGE>

     8.5.2 each party's further rights and obligations cease immediately on
          termination, but termination does not affect a party's accrued rights
          and obligations at the date of termination.

8.6  If, following Completion, the Buyer becomes aware:

     8.6.1 of a fact or circumstance which gives rise to a Relevant Claim;

     8.6.2 that there has been a breach of any other provision of this
          Agreement; or

     8.6.3 that the Buyer has a claim against the Seller under any
          representation, statement, assurance, covenant, undertaking,
          indemnity, guarantee or commitment given by or on behalf of the Seller
          in connection with this Agreement,

     the Buyer shall not be entitled to rescind this Agreement or treat this
     Agreement as terminated but shall only be entitled to claim damages in
     respect of such matter and, accordingly, the Buyer waives all and any
     rights of rescission it may have in respect of any such matter (howsoever
     arising or deemed to arise), other than any such rights in respect of
     fraud.

9.   LIMITATIONS ON THE SELLER'S LIABILITY

9.1  The Seller is not liable in respect of a Warranty Claim:

     9.1.1 unless the amount that would otherwise be recoverable from the Seller
          (but for this Clause 9.1) in respect of that Warranty Claim exceeds
          L50,000; and

     9.1.2 unless and until the amount that would otherwise be recoverable from
          the Seller (but for this Clause 9.1) in respect of that Warranty
          Claim, when aggregated with any other amount or amounts recoverable in
          respect of other Warranty Claims, exceeds L250,000 and in the event
          that the aggregated amounts exceed L250,000 the Seller shall be liable
          in respect of the total aggregated amounts (subject to Clause 9.2) and
          not the excess only.

9.2  The Seller's total liability in respect of all Relevant Claims is limited
     to the total of L62,000,000.

9.3  The Seller is not liable for a Relevant Claim in respect of:

     9.3.1 a Warranty contained in paragraph 6 of Schedule 3 or a claim under
          the Tax Deed unless the Buyer has notified the Seller of the Relevant
          Claim stating in reasonable detail the nature of the Relevant Claim on
          or before 31st July 2012;

     9.3.2 any other Warranty unless the Buyer has notified the Seller of the
          Relevant Claim stating in reasonable detail the nature of the Relevant
          Claim and, if practicable, the amount claimed on or before the second
          anniversary of the Completion Date; and

     9.3.3 a claim under Clauses 7.1 to 7.9 unless the Buyer has notified the
          Seller of such claim and, if practicable, the amount claimed on or
          before the fifth anniversary of the Completion Date.


                                      -17-

<PAGE>

9.4  The Seller is not liable in respect of a Warranty Claim (other than a Tax
     Claim):

     9.4.1 to the extent that the matter giving rise to the Warranty Claim would
          not have arisen but for:

          (a)  an Event after Completion by a Buyer's Group Company or a
               director, employee or agent of a Buyer's Group Company; or

          (b)  the passing of, or a change in, after the date of this Agreement
               a law, rule, regulation, interpretation of the law or
               administrative practice of a government, governmental department,
               agency or regulatory body or an increase in the Tax rates or an
               imposition of Tax, in each case not actually or prospectively in
               force at Completion;

     9.4.2 to the extent that the matter giving rise to the Warranty Claim
          arises from an Event before or after Completion at the written request
          or written direction of, or with the written acquiescence or written
          consent of, a Buyer's Group Company (which for this Clause 9.4.2
          includes the Company only after Completion);

     9.4.3 except as specifically contemplated in this Agreement, to the extent
          that the matter giving rise to the Warranty Claim is an amount for
          which the Company has a right of recovery against, or an indemnity
          from, a person other than a Seller's Group Company, whether under a
          provision of applicable law, insurance policy or otherwise howsoever;

     9.4.4 if a Buyer's Group Company fails to act in accordance with Clause 9.7
          in connection with the matter giving rise to the Warranty Claim;

     9.4.5 to the extent that the matter giving rise to the Warranty Claim was:

          (a)  taken into account in computing the amount of an allowance,
               provision or reserve in the Accounts or was specifically referred
               to in the Accounts or in the notes to the Accounts; or

          (b)  not so taken into account or referred to, in accordance with
               generally accepted accounting principles;

     9.4.6 to the extent of the amount by which a liability (including a
          provision against liabilities) included in the Accounts is overstated.

9.5  The Buyer is not entitled to recover more than once in respect of any one
     matter giving rise to a Relevant Claim.

9.6  If in respect of any one matter a Relevant Claim may be made under the
     Warranties and under the Tax Deed, then to the extent that the Relevant
     Claim is satisfied under the Warranties, an amount payable under the Tax
     Deed in respect of the same matter is reduced accordingly and vice versa.

9.7  If a Buyer's Group Company becomes aware of a matter which might give rise
     to a Warranty Claim:


                                      -18-

<PAGE>

     9.7.1 the Buyer shall promptly give written notice to the Seller of the
          matter and/or the Assessment and shall consult with the Seller with
          respect to the matter;

     9.7.2 the Buyer shall, and shall ensure that each Buyer's Group Company
          will, provide to the Seller and its advisers reasonable access to
          premises and personnel and to relevant assets, documents and records
          within each Buyer's Group Company's power or control for the purposes
          of investigating the matter and/or the Assessment and enabling the
          Seller to take the action referred to in paragraph 9.7.4(a)(i);

     9.7.3 the Seller (at its cost) may take copies the documents or records,
          and photograph the premises or assets, referred to in paragraph 9.7.2;

     9.7.4 the Buyer shall and shall ensure that each Buyer's Group Company
          will:

          (a)  take any action and institute any proceedings, and give any
               information and assistance, as the Seller may reasonably request
               to:

               (i)  avoid, dispute, resist, appeal, compromise, defend, remedy
                    or mitigate the matter or, in the case of a Tax Claim,
                    postpone any Tax concerned; or

               (ii) enforce against a person (other than the Seller) a Buyer's
                    Group Company's rights in relation to the matter; and

          (b)  in connection with proceedings related to the matter (other than
               against the Seller) use advisers nominated by the Seller and, if
               the Seller requests, allow the Seller the exclusive conduct of
               the proceedings,

          and in each case on the basis that the Seller shall fully indemnify,
          and keep indemnified, each Buyer's Group Company on demand against all
          costs incurred as a result of a request or nomination by the Seller;

     9.7.5 the Buyer shall not, and shall ensure that no Buyer's Group Company
          will, admit liability in respect of, or compromise or settle, the
          matter without the prior written consent of the Seller (such consent
          not to be unreasonably withheld or delayed); and

     9.7.6 the Buyer shall take all reasonable action to mitigate any loss
          suffered by it or any member of the Buyer's Group in respect of a
          matter giving rise to a Relevant Claim;

9.8  If the Seller pays to the Buyer an amount in respect of a Relevant Claim
     and the Buyer or the Company subsequently recovers or is or becomes
     entitled to recover from another person an amount which is referable to the
     matter giving rise to the Relevant Claim, the Buyer shall promptly notify
     the Seller and, if relevant, shall (at the cost of the Seller) procure that
     the Company shall take such action as the Seller may reasonably require to
     enforce the recovery against the person in question; and

     9.8.1 if the Seller has already paid an amount in satisfaction of a
          Relevant Claim and the amount paid by the Seller in respect of the
          Relevant Claim is more than the


                                      -19-

<PAGE>

          Sum Recovered, the Buyer shall immediately pay to the Seller the Sum
          Recovered;

     9.8.2 if the Seller has already paid an amount in satisfaction of a
          Relevant Claim and the amount paid by the Seller in respect of the
          Relevant Claim is less than or equal to the Sum Recovered, the Buyer
          shall immediately pay to the Seller an amount equal to the amount paid
          by the Seller; and

     9.8.3 if the Seller has not already paid an amount in satisfaction of a
          Relevant Claim, the amount of the Relevant Claim for which the Seller
          would have been liable shall be reduced by and to the extent of the
          Sum Recovered.

9.9  For the purposes of Clause 9.8, "SUM RECOVERED" means an amount equal to
     the total of the amount recovered from the other person plus any interest
     in respect of the amount recovered from the person less any Tax computed by
     reference to the amount recovered from the person payable by a Buyer's
     Group Company and less all costs incurred by a Buyer's Group Company in
     recovering the amount from the person.

9.10 Nothing in Schedule 3 restricts or limits the Buyer's general obligation at
     law to mitigate any loss or damage which it may incur in consequence of a
     matter giving rise to a Warranty Claim.

9.11 If at any time after the date of this Agreement the Seller wants to insure
     against its liabilities in respect of Relevant Claims, the Buyer shall (at
     the Seller's cost) provide any information as a prospective insurer may
     reasonably require before effecting the insurance.

9.12 The Buyer shall, and shall ensure that the Company will, preserve all
     documents, records, correspondence, accounts and other information
     whatsoever relevant to a matter which may give rise to a Relevant Claim.

9.13 Nothing in Clause 9 shall have the effect of limiting or restricting any
     liability of the Seller in respect of a Relevant Claim arising as a result
     of any fraud, wilful misconduct or wilful concealment.

9.14 The limitations in clause 3.2 of the Tax Deed shall apply to any Tax Claim.

10.  THE BUYER'S WARRANTIES AND UNDERTAKINGS

10.1 The Buyer and the Buyer's Guarantors severally warrant to the Seller that:

     10.1.1 each of the Buyer and the Buyer's Guarantors has the right, power
          and authority, and has taken all action necessary, to execute, deliver
          and exercise their rights and perform their respective obligations
          under the Transaction Documents to which it is a party; and

     10.1.2 the Buyer and the Buyer's Guarantors' obligations under the
          Transaction Documents are, or when the Transaction Documents are
          executed will be, enforceable in accordance with their respective
          terms, except as such enforceability may be


                                      -20-

<PAGE>

          (a)  limited by bankruptcy, insolvency or other similar laws affecting
               the enforcement of creditors' rights; and

          (b)  subject to general principles of equity; and

     10.1.3 the execution and delivery of, and the performance by the Buyer or
          the Buyer's Guarantors of their respective obligations under the
          Transaction Documents to which it is a party will not:

          (a)  result in a breach of any provision of the memorandum of
               association or bye-laws of the Buyer or the Buyer's Guarantors;

          (b)  result in a breach of, or constitute a default under, any
               instrument to which the Buyer is a party or by which the Buyer or
               the Buyer's Guarantors is bound;

          (c)  result in a breach of any order, judgment or decree of any court
               or governmental agency to which the Buyer or the Buyer's
               Guarantors is a party or by which the Buyer or the Buyer's
               Guarantors is bound; or

          (d)  require the consent of its shareholders or of any other person
               (other than the FSA.)

10.2 With effect from Completion, the Buyer shall use its best endeavours to
     ensure that all correspondence, discussions, or other communications
     emanating from the Company, the Buyer or a Buyer's Group Company in respect
     of the Company shall clearly reflect the change of Company name as referred
     to in paragraph 1.1.4 of Schedule 2 to this Agreement. Nothing in this
     Clause shall restrict the Company, the Buyer or Buyer's Group Company from
     using the name "Aioi Insurance Company of Europe Limited" after such name
     change in returns to the FSA after Completion and in order to reasonably
     deal with the administration of any insurance business written before
     Completion in so far and to the extent such use of the name "Aioi Insurance
     Company of Europe Limited" is reasonably necessary.

10.3 The Buyer undertakes to the Seller for itself and as agent and trustee for
     each other Seller's Group Company that (in the absence of fraud) the Buyer:

     10.3.1 has no right against; and

     10.3.2 may not make any claim against,

     any employee, director, agent, officer or adviser of any member of the
     Seller's Group on whom it may have relied before agreeing to any term of,
     or entering into, the Transaction Documents or any other agreement or
     document referred to herein.

11.  COMMUTATION OF QUOTA SHARE AGREEMENTS

11.1 The Buyer and the Seller have in principle agreed that the Quota Share
     Agreements are to be commuted in accordance with the Commutation Agreement.
     It is, however, recognised that any commutation of the Quota Share
     Agreements will constitute financial assistance as contemplated in section
     151 of the Act. In order to endeavour to


                                      -21-

<PAGE>

     give effect to the intention of the Buyer and the Seller and to ensure that
     the Company only enters into the Commutation Agreement if it is lawful for
     it to do so under the Act, the Buyer and the Seller have agreed to the
     remaining provisions of this Clause 11.

11.2 Subject to Clause 11.3, as soon as reasonably practicable following
     Completion, the Buyer shall (and the Buyer's Guarantors undertake to use
     their reasonable endeavours to procure that the Buyer shall) deliver to the
     Seller the Commutation Agreement duly executed by the Company.

11.3 The Buyer's obligation under Clause 11.2 is subject to:

     11.3.1 the Company (or if applicable, its holding company) and the
          Company's directors being able to and having complied with the
          provisions of sections 155 to 158 of the Act in respect of the
          financial assistance contemplated in Clause 11.1; and

     11.3.2 upon request by the Seller, deliver to it such evidence as is
          reasonably satisfactory to the Seller of the Company's compliance with
          sections 155 to 158 of the Act.

12.  BUYER'S GUARANTORS

12.1 The Buyer's Guarantors irrevocably and unconditionally and jointly and
     severally guarantee to the Seller the due and punctual performance of the
     obligation of the Buyer to pay to the Seller L50,000,000 in cash on account
     of the Consideration payable under Clause 2.2 at Completion. The Buyer's
     Guarantors' obligations under this Clause 12.1 are primary obligations and
     not those of a mere surety.

12.2 The Buyer's Guarantors are only a party to this Agreement for the purpose
     of this Clause 12.

13.  CONFIDENTIAL INFORMATION

13.1 The Seller undertakes to the Buyer, for itself and as agent and trustee for
     the Company, that before and after Completion the Seller shall:

     13.1.1 not use or disclose to any person Confidential Information it has or
          acquires;

     13.1.2 make every effort to prevent the use or disclosure of Confidential
          Information; and

     13.1.3 ensure that each Seller's Group Company complies with Clauses 13.1.1
          and 13.1.2.

13.2 Clause 13.1 does not apply to disclosure of Confidential Information:

     13.2.1 to a director, officer or employee of the Buyer, a Buyer's Group
          Company, or of the Company whose function requires him to have the
          Confidential Information;

     13.2.2 required to be disclosed by law or by a governmental authority or
          other authority with relevant powers to which the Seller is subject or
          submits, whether or not the requirement has the force of law provided
          that the disclosure shall so


                                      -22-

<PAGE>

          far as is practicable be made after consultation with the Buyer and
          after taking into account the Buyer's reasonable requirements as to
          its timing, content and manner of making or despatch; or

     13.2.3 to an adviser for the purpose of advising the Seller in connection
          with the transactions contemplated by this Agreement provided that
          such disclosure is essential for these purposes and is on the basis
          that Clause 13.1 applies to the disclosure by the adviser.

14.  ANNOUNCEMENTS

14.1 Subject to Clause 14.2, neither party may, before or after Completion, make
     or send a public announcement, communication or circular concerning the
     transactions referred to in this Agreement unless it has first obtained the
     other party's written consent, which may not be unreasonably withheld or
     delayed.

14.2 Clause 14.1 does not apply to a public announcement, communication or
     circular:

     14.2.1 made or sent by the Buyer after Completion to a customer, client or
          supplier of the Company informing it of the Buyer's purchase of the
          Shares; or

     14.2.2 required by law, by a rule of a listing authority by which either
          party's shares are listed, a stock exchange on which either party's
          shares are listed or traded or by a governmental authority or other
          authority with relevant powers to which either party is subject or
          submits, whether or not the requirement has the force of law, provided
          that the public announcement, communication or circular shall, so far
          as is practicable, be made after consultation with the other party and
          after taking into account the reasonable requirements of the other
          party as to its timing, content and manner of making or despatch.

15.  COSTS

     Except where this Agreement or the relevant document provides otherwise,
     each party shall pay its own costs relating to the negotiation,
     preparation, execution and performance by it of this Agreement each
     document referred to in it.

16.  GENERAL

16.1 A variation of this Agreement is valid only if it is in writing and signed
     by or on behalf of each party.

16.2 The failure to exercise or delay in exercising a right or remedy provided
     by this Agreement or by law does not impair or constitute a waiver of the
     right or remedy or an impairment of or a waiver of other rights or
     remedies. No single or partial exercise of a right or remedy provided by
     this Agreement or by law prevents further exercise of the right or remedy
     or the exercise of another right or remedy.

16.3 The rights and remedies of each party contained in this Agreement are
     cumulative and not exclusive of rights or remedies provided by law.


                                      -23-

<PAGE>

16.4 Except to the extent that they have been performed and except where this
     Agreement provides otherwise, the obligations contained in this Agreement
     remain in force after Completion.

16.5 If a party fails to pay a sum due from it under this Agreement on the due
     date of payment in accordance with the provisions of this Agreement, that
     party shall pay interest on the overdue sum from the due date of payment
     until the date on which its obligation to pay the sum is discharged at the
     rate of four per cent. per annum above the base rate of National
     Westminster Bank plc (whether before or after judgment). Interest accrues
     and is payable from day to day.

16.6 All payments made by the Seller in respect of a Relevant Claim shall be
     made gross, free of right of counterclaim or set off and without deduction
     or withholding of any kind other than any deductions or withholding
     required by law.

16.7 If the Seller makes a deduction or withholding required by law from a
     payment in respect of a Relevant Claim (other than interest), the sum due
     from the Seller shall be increased to the extent necessary to ensure that,
     after the making of any deduction or withholding, the Buyer receives a sum
     equal to the sum it would have received had no deduction or withholding
     been made.

16.8 If any payment in respect of a Relevant Claim (other than interest) will be
     or has been subject to Tax the Seller shall on demand from the Buyer pay to
     the Buyer the amount (after taking into account Tax payable in respect of
     the amount) that will ensure that the Buyer receives and retains a net sum
     equal to the sum it would have received had the payment not been subject to
     Tax.

16.9 A person who is not a party to this Agreement has no right under the
     Contracts (Rights of Third Parties) Act 1999 to enforce any term of this
     Agreement, but this does not affect any right or remedy of a third party
     which exists or is available apart from that Act.

17.  ENTIRE AGREEMENT

17.1 This Agreement constitutes the entire agreement and supersedes any previous
     agreements between the parties relating to the subject matter of this
     Agreement.

17.2 Nothing in this Clause 17 shall have the effect of limiting or restricting
     any liability arising as a result of any fraud, wilful misconduct or wilful
     concealment.

18.  ASSIGNMENT

     Unless it first obtains the written consent of the other party to this
     Agreement, such consent not to be unreasonably withheld or delayed, neither
     party may assign, transfer or sub-contract or purport to assign, transfer
     or sub-contract any right or obligation under this Agreement.

19.  NOTICES

19.1 A notice or other communication under or in connection with this Agreement
     (a "NOTICE") shall be:


                                      -24-

<PAGE>

     19.1.1 in writing;

     19.1.2 in the English language; and

     19.1.3 delivered personally or sent by first class post pre-paid recorded
          delivery (and air mail if overseas) or by fax to the party due to
          receive the Notice to the address set out in Clause 19.3 or to another
          address, person, or fax number specified by that party by not less
          than 7 Business Days' written notice to the other party received
          before the Notice was despatched.

19.2 Unless there is evidence that it was received earlier, a Notice is deemed
     given if:

     19.2.1 delivered personally, when left at the address referred to in Clause
          19.1.3;

     19.2.2 sent by mail, except air mail, two Business Days after posting it;

     19.2.3 sent by air mail, six Business Days after posting it; and

     19.2.4 sent by fax, when confirmation of its transmission has been recorded
          by the sender's fax machine.

19.3 The address referred to in Clause 19.1.3 is:

<TABLE>
<CAPTION>
NAME OF PARTY   ADDRESS                   FACSIMILE NO.      MARKED FOR THE ATTENTION OF
-------------   -------                   -------------      ---------------------------
<S>             <C>                       <C>                <C>
THE SELLER      1st Floor, 50 Mark Lane   +44 20 7977 0627   The Managing Director of Aioi
                London                                       Motor and General Insurance
                EC3R 7QR                                     Company of Europe Limited

THE BUYER       Windsor Place             +1 441 296 7319    Richard Harris, Director
                18 Queen Street
                Hamilton HM11
                Bermuda
</TABLE>

20.  GOVERNING LAW AND JURISDICTION

20.1 This Agreement is governed by English law.

20.2 The courts of England have exclusive jurisdiction to settle any dispute
     arising from or connected with this Agreement (a "DISPUTE") including a
     dispute regarding the existence, validity or termination of this Agreement
     or the consequences of its nullity. Accordingly, the Buyer and/or the
     Seller may only take proceedings relating to a Dispute ("PROCEEDINGS") in
     the courts of England.

20.3 The parties agree that the courts of England are the most appropriate and
     convenient courts to settle any Dispute and, accordingly, that they will
     not argue to the contrary.


                                      -25-

<PAGE>

20.4 The parties agree that the documents which start any Proceedings and any
     other documents required to be served in relation to those Proceedings may
     be served on the Buyer and/or the Seller in accordance with this Clause 20.
     These documents may, however, be served in any other manner allowed by law.
     This Clause applies to all Proceedings wherever started.

20.5 The Buyer agrees that the documents which start any Proceedings and any
     other documents required to be served in relation to those Proceedings may
     be served on the Seller's Solicitors on its behalf. These documents may,
     however, be served in any other manner allowed by law. This Clause applies
     to Proceedings in England and to Proceedings elsewhere.

20.6 The Seller agrees that the documents which start any Proceedings and any
     other documents required to be served in relation to those Proceedings may
     be served on the Seller's Solicitors on its behalf. These documents may,
     however, be served in any manner allowed by law. This Clause applies to
     Proceedings in England and to Proceedings elsewhere.

21.  GOVERNING LANGUAGE

21.1 This Agreement is drawn up in the English language. If this Agreement is
     translated into another language, the English language text prevails.

21.2 Each notice, demand, request, statement, instrument, certificate or other
     communication given, delivered or made by a party to any other party under
     or in connection with this Agreement shall be:

     21.2.1 in English; or

     21.2.2 if not in English, accompanied by an English translation made by a
          translator, and certified by such translator to be accurate.

21.3 The receiving party shall be entitled to assume the accuracy of and rely
     upon any English translation of any document provided pursuant to Clause
     21.2.2.

22.  COUNTERPARTS

     This Agreement may be executed in any number of counterparts, each of which
     when executed and delivered is an original and all of which together
     evidence the same agreement.


                                      -26-

<PAGE>

                                   SCHEDULE 1

                          INFORMATION ABOUT THE COMPANY

                                   THE COMPANY

1.   Registered number: 1272965

2.   Place of incorporation: England and Wales

3.   Address of registered office: 1st Floor, 50 Mark Lane, London, EC3R 7QR

4.   Type of company: Private company limited by shares

5.   Principle Business: Non-life insurance/reinsurance

6.   Authorised share capital: L200,000,000

7.   Issued share capital: L156,000,000

8.   Directors: Nigel John Antony Howard-Jones, Ronald Alfred Iles, Katsuya
     Kimura, Masanobu Kobayashi, Dr Werner Schimming, Serge Michel Philippe
     Osouf

9.   Secretary: Nigel Loxton-Read

10.  Accounting reference date: 31 December

11.  Auditors: Ernst & Young LLP


                                      -27-

<PAGE>

                                   SCHEDULE 2

                             COMPLETION REQUIREMENTS

1.   SELLER'S OBLIGATIONS

1.1  At Completion the Seller shall deliver to the Buyer:

     1.1.1 evidence in a form reasonably satisfactory to the Buyer (by way of a
          certificate of the Seller's Solicitors or otherwise):

          (b)  of satisfaction of the Condition set out in Clause 3.1.2; and

          (c)  of transfer or sale (as the case may be) of the Company's entire
               shareholding in the Subsidiary Undertaking and the Associate
               Company;

     1.1.2 duly executed transfer(s) in respect of the Shares to the Buyer or
          its nominee(s) and the share certificate(s) for the Shares;

     1.1.3 as evidence of the authority of each person executing a document
          referred to in this Schedule on the Seller's behalf:

          (a)  a copy of the minutes of a duly held meeting of the directors of
               the Seller (or a duly constituted committee thereof) authorising
               the execution by the Seller of the document and, where such
               execution is authorised by a committee of the board of directors
               of the Seller, a copy of the minutes of a duly held meeting of
               the directors constituting such committee or the relevant extract
               thereof; or

          (b)  a copy of the power of attorney conferring the authority,

          in each case certified to be true by a director or the secretary of
          the Seller;

     1.1.4 a copy of a shareholders' resolution of the Seller changing the
          Company name to Brampton Insurance Company Limited with effect from
          the Completion Date;

     1.1.5 an irrevocable power of attorney in the agreed form duly executed by
          the Seller and any other registered owner of the Shares in favour of
          the Buyer or its nominee(s) to enable the Buyer (pending registration
          of the relevant transfers) to exercise all voting and other rights
          attaching to the Shares and to appoint proxies for this purpose;

     1.1.6 any waiver, consent, release or other document necessary to give the
          Buyer or its nominee(s) full legal and beneficial ownership of the
          Shares;

     1.1.7 the common seal (if any) of the Company; each register, minute book
          and other book required to be kept by the Company under the Act made
          up to the Completion Date; and each certificate of incorporation and
          certificate of incorporation on change of name for the Company;

     1.1.8 the Tax Deed duly executed by the Seller;


                                      -28-

<PAGE>

     1.1.9 a copy of a letter to the Company from its auditors resigning their
          office with effect from Completion and containing the statement
          referred to in section 394 of the Act, the original of the letter
          having been deposited at the registered office of the Company;

     1.1.10 resignations from each director and secretary of the Company
          expressed to take effect from the end of the meeting held pursuant to
          paragraph 1.2;

     1.1.11 a copy of each bank mandate of the Company and copies of statements
          of each bank account of the Company made up to a date not earlier than
          two Business Days before the Completion Date;

     1.1.12 evidence in a form satisfactory to the Buyer that the Company has
          been released from:

               (i)  the charge created by the Company on 12 July 1996 in favour
                    of The Secretary of State for Health over freehold property
                    in Bexhill-on-Sea, title numbers SX36275 and ESX70659;

               (ii) the charge created by the Company on 15 November 2001
                    pursuant to a rent deposit deed between the Company and AD
                    (Mark Lane) Nominee Limited (as trustee for Allied Dunbar
                    Assurance plc); and

               (iii) the charge created by the Company on 1 November 1993
                    pursuant to a Memorandum of Deposit and Charge and Escrow
                    Agreement in favour of Pool Reinsurance Company Limited
                    securing the payment of all amounts which may become payable
                    under the terms of the Deed Supplemental to Risk Excess of
                    Loss Reinsurance Agreement dated 1 November 1993.

     1.1.13 evidence in a form satisfactory to the Buyer that debts and accounts
          between the Company and any Seller's Group Company have been fully
          paid; and

     1.1.14 the Letter of Credit duly executed/issued by the Seller and Citibank
          International plc;

     1.1.15 evidence in a form satisfactory to the Buyer (by way of signed
          stamped stock transfer form) of the transfer of the shares held by the
          Company in the Subsidiary Undertaking to Aioi Motor and General or any
          other third party nominated for that purpose by the Seller and/or the
          Company;

     1.1.16 the Deed of Variation to the Transfer Agreement duly executed by the
          Company and Aioi Motor and General;

     1.1.17 the LoC Supplemental Governance Deed duly executed by the Seller;

     1.1.18 evidence in a form satisfactory to the Buyer of the transfer of the
          land situated at the west side of Cranleigh Close, Bexhill-on-Sea,
          East Sussex registered at the Land Registry with title absolute under
          title number ESX70659 to Aioi Motor and General;


                                      -29-

<PAGE>

     1.1.19 a list of the Non-Transferring Business, Non-Transferring Policies,
          Non-Transferring Policy Records and Non-Transferring Records in the
          form set out in Schedule 5 made up to a date five Business Days prior
          to Completion;

     1.1.20 the Substitution of capital support arrangement and duration of the
          Letter of Credit duly executed by the Seller; and

     1.1.21 the Security Charge duly executed by the Seller.

1.2  The Seller shall ensure that at Completion a meeting of the board of
     directors of the Company is held at which the directors:

     1.2.1 vote in favour of the registration of the Buyer or its nominee(s) as
          member(s) of the Company in respect of the Shares (subject to the
          production of properly stamped transfers);

     1.2.2 change the Company's registered office to St Paul's House, Warwick
          Lane, London, EC4P 4BN;

     1.2.3 change the Company's name to Brampton Insurance Company Limited;

     1.2.4 appoint David Michael Rocke, Nicholas Andrew Packer, Stephen David
          Aldous and Atsushi Ikeda as directors and Cornhill Secretaries Limited
          as secretary;

     1.2.5 with effect from the end of the meeting, authorise the secretary to
          notify the amendment or revocation of all existing instructions, bank
          mandate forms and authorities to the Company's bankers, investment
          manager and custodian bank, and their replacement with alternative
          instructions, bank mandate forms and authorities in such form as the
          Buyer may require; and

     1.2.6 accept the resignations of each director and secretary so as to take
          effect from the end of the meeting.

2.   BUYER'S OBLIGATIONS

     At Completion the Buyer shall deliver to the Seller;

2.1  a certified copy of the notice of approval from the FSA in satisfaction of
     the Condition set out in Clause 3.1.1 and written confirmation from the
     Buyer of satisfaction of the Conditions set out in Clause 3.1.3 and Clause
     3.1.4;

2.2  the Tax Deed duly executed by the Buyer; and

2.3  the Loan Note duly executed by the Buyer;

2.4  the LoC Supplemental Governance Deed duly executed by the Buyer and
     Castlewood;

2.5  the Security Charge duly executed by the Buyer;

2.6  the Deed of Variation to the Transfer Agreement duly executed by
     Castlewood;

2.7  the Substitution of capital support arrangement and duration of the Letter
     of Credit duly executed by the Buyer and Castlewood; and


                                      -30-

<PAGE>

2.8  as evidence of the authority of each person executing a document referred
     to in this Schedule on the Buyer's behalf:

     (a)  a copy of the minutes of a duly held meeting of the directors of the
          Buyer (or a duly constituted committee thereof) authorising the
          execution by the Buyer of the document and, where such execution is
          authorised by a committee of the board of directors of the Buyer, a
          copy of the minutes of a duly held meeting of the directors
          constituting such committee or the relevant extract thereof; or

     (b)  a copy of the power of attorney conferring the authority,

     in each case certified to be a true copy by a director or the secretary of
     the Buyer.


                                      -31-

<PAGE>

                                   SCHEDULE 3

                                   WARRANTIES

                                TABLE OF CONTENTS

NO.  SUBJECT MATTER

1.   Capacity and Authority

2.   Shares

3.   Non-Transferring Business and Non-Transferring Business Policy Records

4.   Accounts

5.   Changes since the Last Accounting Date

6.   Tax

7.   Intellectual Property

8.   Employees

9.   Real Property

10.  Agreements

11.  Insurance

12.  Effect of Sale

13.  Liabilities

14.  Insolvency, Winding up etc.

15.  Litigation and Compliance with Law

16.  Insider Agreements

17.  Data Protection

18.  Constitution, Registers and Returns

19.  Pensions


                                      -32-

<PAGE>

1.   CAPACITY AND AUTHORITY

1.1  INCORPORATION AND EXISTENCE

     The Company is a limited company incorporated under English law and has
     been in continuous existence since incorporation.

1.2  RIGHT, POWER, AUTHORITY AND ACTION

     1.2.1 The Seller has the right, power and authority, and has taken all
          action necessary, to execute, deliver and exercise its rights, and
          perform its obligations, under this Agreement and each document to be
          executed at or before Completion.

     1.2.2 The Company has the right, power and authority to conduct its
          business as conducted at the date of this Agreement.

1.3  BINDING AGREEMENTS

     1.3.1 The Seller's obligations under the Transaction Documents and each
          document to be executed at or before Completion are, or when the
          relevant document is executed will be, enforceable in accordance with
          their terms.

     1.3.2 The execution and delivery of, and the performance by the Seller of
          its obligations under Transaction Documents to which it is a party
          will not:

          (a)  result in a breach of any provision of the memorandum or articles
               of association of the Seller;

          (b)  result in a breach of, or constituted to fault under, any
               instrument which the Seller is a party or by which the Seller is
               bound;

          (c)  result in a breach of any order, judgment or degree of any court
               or governmental agency to which the Seller is a party or by which
               the Seller is bound; or

          (d)  require the consent of its shareholder or of any other person.

2.   SHARES

2.1  THE SHARES

     2.1.1 The Seller is the sole legal and beneficial owner of the Shares.

     2.1.2 The Shares comprise the whole of the Company's allotted and issued
          share capital, have been properly allotted and issued and are fully
          paid or credited as fully paid.

     2.1.3 There is no Encumbrance, and there is no agreement, arrangement or
          obligation to create or give an Encumbrance, in relation to any of the
          Shares or unissued shares in the capital of the Company. No person has
          claimed to be entitled to an Encumbrance in relation to any of the
          Shares.


                                      -33-

<PAGE>

     2.1.4 Other than as set out in this Agreement, there is no agreement,
          arrangement or obligation requiring the creation, allotment, issue,
          transfer, redemption or repayment of, or the grant to a person of the
          right (conditional or not) to require the allotment, issue, transfer,
          redemption or repayment of, a share in the capital of the Company
          (including, without limitation, an option or right of pre-emption or
          conversion).

2.2  SUBSIDIARY UNDERTAKINGS/ASSOCIATE COMPANIES

     2.2.1 As at the date of this Agreement the Company does not have any
          subsidiary undertakings or associated companies.

     2.2.2 The Company has no interest in, and has not agreed to acquire an
          interest in or merge or consolidate with, a corporate body or any
          other person.

3.   NON-TRANSFERRING BUSINESS AND NON-TRANSFERRING BUSINESS POLICY RECORDS

3.1  The Non-Transferring Business Records and the Non-Transferring Policy
     Records are materially up to date, sufficient to run the Non-Transferring
     Business, are in the Company's possession or under its control and are
     materially completed in accordance with all applicable law and regulations
     in the UK for records of general insurance companies.

3.2  The information set out in Schedule 5 is true and accurate and not
     misleading.

4.   ACCOUNTS

4.1  GENERAL

     4.1.1 The Accounts have been prepared and audited on a proper and
          consistent basis in accordance with the law and applicable standards,
          principles and practices generally accepted in the UK.

     4.1.2 The Accounts show a true and fair view of the assets, liabilities and
          state of affairs of the Company as at the Last Accounting Date and of
          the profits and losses of the Company for the financial year ended on
          the Last Accounting Date.

     4.1.3 The Company's accounting records are up-to-date, in its possession or
          under its control and are properly completed in accordance with the
          law and applicable standards, principles and practices generally
          accepted in the UK.

     4.1.4 No change in accounting policies have been made in preparing the
          accounts of the Company for each of the three financial years of the
          Company ended on the Last Accounting Date, except as stated in the
          audited balance sheet and profit and loss accounts for those years.


                                      -34-

<PAGE>

4.2  DEBTS AND LIABILITIES

     The Accounts fully disclose and provide adequately for all bad and doubtful
     debts, all liabilities (actual, contingent or otherwise) and all financial
     commitments existing at the Last Accounting Date.

4.3  EXTRAORDINARY AND EXCEPTIONAL ITEMS

     The results shown by the audited profit and loss account of the Company for
     each of the three financial years of the Company ended on the Last
     Accounting Date have not (except as disclosed in those accounts) been
     affected by an extraordinary, exceptional or non-recurring item or by
     another fact or circumstance making the profit or loss for a period covered
     by any of those accounts unusually high or low.

4.4  DEPRECIATION

     4.4.1 The bases and rates of depreciation and amortisation used in the
          Accounts were the same as those used in the audited accounts of the
          Company for the two preceding financial years.

     4.4.2 The rates of depreciation and amortisation used in the audited
          accounts of the Company for the three financial years of the Company
          ended on the Last Accounting Date were sufficient to ensure that each
          fixed asset of the Company will be written down to nil by the end of
          its useful life.

4.5  MANAGEMENT ACCOUNTS

     The Management Accounts have been properly prepared on a basis consistent
     with each other and with the Accounts.

4.6  ACCOUNTING RECORDS

     The Company's accounting records are up-to-date, in its possession or under
     its control and are properly completed in accordance with the law and
     applicable standards, principles and practices generally accepted in the
     UK.

5.   CHANGES SINCE THE LAST ACCOUNTING DATE

     Since the Last Accounting Date:

5.1  the Non-Transferring Business has been operated in the ordinary and usual
     course so as to maintain it as a going concern;

5.2  there has been no material adverse change in the financial or trading
     position or prospects of the Non-Transferring Business;

5.3  no material change has occurred in the assets and liabilities used in or
     relating to the Non-Transferring Business shown in the Accounts and there
     has been no reduction in the value of the net tangible assets of the
     Company used in or relating to the Non- Transferring Business on the basis
     of the valuations used in the Accounts;


                                      -35-

<PAGE>

5.4  the Company has not, other than in the ordinary and usual course of its
     business assumed or incurred, or agreed to assume or incur, a liability,
     obligation or expense (actual or contingent) or acquired or disposed of, or
     agreed to acquire or dispose of an asset of the Non-Transferring Business;

5.5  the Company has not factored, sold or agreed to sell a debt;

5.6  the Company has not, in relation to the Non-Transferring Business:

     5.6.1 made, or agreed to make, capital expenditure exceeding in
          total L50,000; or

     5.6.2 incurred, or agreed to incur, a commitment or commitments involving
          capital expenditure exceeding in total L50,000;

5.7  the Non-Transferring Business has not been materially and adversely
     affected by the termination of, or a change in the terms of, an agreement
     or by the loss of a customer or supplier or by an abnormal factor not
     affecting similar businesses and to the best of the Seller's knowledge,
     information and belief, no fact or circumstance exists which might have a
     material and adverse effect on the Non-Transferring Business;

5.8  the Company has not declared, paid or made a dividend or distribution
     (including, without limitation, a distribution within the meaning of the
     Taxes Act) except as provided in the Accounts;

5.9  no resolution of the shareholder of the Company has been passed;

5.10 the Company has not changed its accounting reference period; and

5.11 the Company has not created, allotted, issued, acquired, repaid or redeemed
     share or loan capital or made an agreement or arrangement or undertaken an
     obligation to do any of those things.

6.   TAX

6.1  The Company has maintained all records and made all returns, notifications
     and computations required for Tax purposes. All Tax returns of the Company
     have been made on a proper basis and are materially correct and no Tax
     Authority disputes, or (so far as the Seller is aware) is likely to
     dispute, any of them.

6.2  The Company has paid all Tax that it has been liable to pay and is not, and
     has not been, liable to pay any penalty, fine, surcharge or interest in
     connection with Tax.

6.3  The Company has deducted and accounted for all amounts that it has been
     obliged to deduct in respect of Tax and the Company has made all payments
     required to be made in respect of National Insurance Contributions.

6.4  During the three years ending on the date of this agreement, the Company
     has not been subject to any audit, investigation, discovery or access order
     by any Tax Authority.

6.5  So far as the Seller is aware, the Company's records enable it to calculate
     the Tax liability or relief that would arise on a disposal of each asset
     owned by it at the Last Accounting Date, or acquired by it since the Last
     Accounting Date.


                                      -36-

<PAGE>

6.6  So far as the Seller is aware, the Company is not, and has not been a party
     to, any transaction or arrangement involving the actual or deemed
     acquisition, disposal or supply of any asset, goods, service or facility of
     any nature, for a consideration deemed for any Tax purpose to differ from
     the actual consideration (if any) paid or received by the Company.

6.7  So far as the Seller is aware, the Company will not become liable to Tax
     under section 179 of the TCGA, paragraphs 3, 4A, 9 or 11 of Schedule 7 to
     the Finance Act 2003, or section 111 or 113 of the Finance Act 2002 as a
     result of the execution of this Agreement or Completion.

6.8  The Company is and has always been resident for Tax purposes only in the
     jurisdiction in which it is incorporated.

6.9  So far as the Seller is aware, the Company is not liable to be assessed in
     respect of any Tax chargeable primarily against or attributable to another
     person.

6.10 The Company is not and has not at any time been a close company within the
     meaning of section 414 and section 415 of ICTA.

6.11 The Company is a taxable person duly registered for the purposes of the
     VATA.

6.12 The Company does not own any capital items, the input tax on which may be
     adjusted, in accordance with Part XV of the Value Added Tax Regulations
     1995.

6.13 Neither the Company, nor any company of which the Company is a relevant
     associate (within the meaning of paragraph 3(7) of Schedule 10 to the VATA)
     has elected, intends to elect, or is obliged to elect, to waive exemption
     under paragraph 2 of Schedule 10 to the VATA in relation to any land or
     buildings.

6.14 So far as the Seller is aware, all documents by virtue of which the Company
     has any right have been duly stamped.

6.15 The Company has not taken an assignment of a lease and has not been granted
     a lease in circumstances where the grant was exempt from stamp duty land
     tax.

6.16 The Company is not involved (and has not in the last 6 years been involved)
     in a material dispute with, nor subject to an investigation by, any local,
     municipal, governmental, state, federal or other fiscal, revenue, customs
     or excise authority, body or official including, without limitation, the
     Inland Revenue and HM Customs & Excise in relation to a matter likely to
     materially adversely financially affect the Company following the Transfer
     Date.

6.17 The Company has complied in all material respects with the provisions of
     the VATA and with all statutory requirements, regulations, orders,
     provisions, directions or conditions relating to value added tax, including
     the terms of any agreement reached with the Commissioners of Customs &
     Excise and has maintained full, complete, correct and up-to-date records,
     invoices and other documents (as the case may be) appropriate or requisite
     for the purposes thereof and has preserved such records, invoices and other
     documents in such form and for such periods as are required by the relevant
     legislation.


                                      -37-

<PAGE>

6.18 The Disclosure Letter sets out full details of all current formal written
     agreements or arrangements between the Company and the Inland Revenue, HM
     Customs & Excise, the Department of Social Security and any other relevant
     tax authority under which the Company is entitled to be taxed on a
     non-statutory basis.

6.19 The Disclosure Letter sets out full details of any inquiry, investigation
     or assessment (including the consequences thereof) by the Commissioners of
     Customs & Excise within three years prior to the date hereof into or
     affecting the payment of VAT in respect of the Company.

6.20 The Company is not and has not in the last six years been subject to Tax in
     any jurisdiction other than the UK, France, Germany, Belgium, Norway and
     the Netherlands.

6.21 The Accounts reserve in accordance with applicable accounting standards,
     principles and practices generally accepted in the UK for all deferred
     liabilities to Tax.

7.   INTELLECTUAL PROPERTY

7.1  The Company is not the legal or beneficial owner of any registration, or
     application for registration, in respect of any Intellectual Property.

7.2  So far as the Seller is aware, none of the activities of the Company
     infringes or makes unauthorised use or disclosure of, or has in the
     preceding 30 months infringed or made unauthorised use or disclosure of,
     any third party rights in Intellectual Property. No claims or allegations
     concerning any such infringement or unauthorised use have been made to the
     Company in the preceding 30 months.

7.3  The Company has not granted and is not obliged to grant any licence,
     sub-licence, assignment, charge, mortgage or other right, or has been
     granted any licence, sub-licence or other rights in respect of any of the
     Intellectual Property Rights.

7.4  So far as the Seller is aware, no third party is infringing or making
     unauthorised use or disclosure of, or has in the preceding three years
     infringed or made unauthorised use or disclosure of any of the Intellectual
     Property Rights. No claims or allegations concerning any such infringement
     or unauthorised use or disclosure have been made by the Company (or, in
     connection with the Non-Transferring Business, any other person) in the
     preceding 30 months.

7.5  The Intellectual Property Rights and the Company's ownership, licence or
     rights in them will not be adversely affected by the transaction
     contemplated by this Agreement.

7.6  The Company either legally and beneficially owns or has a licence to use
     all the Intellectual Property necessary for the Company to operate its
     business as it has been operated before the date of this Agreement and to
     fulfil any existing plans or proposals.

7.7  The Company does not use or operate its business under a name other than
     its corporate name.

7.8  So far as the Seller is aware, no third party has registered or uses any
     domain name which is identical or confusingly similar to any trade mark
     (whether or not registered) or name used by the Company.


                                      -38-

<PAGE>

8.   EMPLOYEES

     The Seller warrants to the Buyer that as of Completion the Company has no
     employees.

9.   REAL PROPERTY

9.1  As at Completion, the Company does not have any estate or interest in or
     any right or liability in respect of any Property.

9.2  The Company has no liability arising out of the conveyance, transfer,
     lease, tenancy, licence, agreement or other document relating to the land,
     premises or an interest in land or premises.

10.  AGREEMENTS

10.1 Validity of agreements

     Other than in respect of the Reinsurance Agreements:

     10.1.1 to the best of the Seller's knowledge, information and belief, no
          fact or circumstances exists which might invalidate or give rise to a
          ground for termination, avoidance or repudiation of an agreement,
          arrangement or obligation to which the Company is a party and which
          relates to the Non-Transferring Business. No party with whom the
          Company has entered into such an agreement, arrangement or obligation
          has given notice of its intention to terminate, or has sought to
          repudiate or disclaim the agreement, arrangement or obligation; and

     10.1.2 neither the Company nor any party with whom the Company has entered
          into an agreement, arrangement or obligation relating to the
          Non-Transferring Business is in material breach of the agreement,
          arrangement or obligation. To the best of the Seller's knowledge,
          information and belief, no fact or circumstances exist which might
          give rise to a breach of this type.

10.2 In connection with the Non-Transferring Business, the Company is not a
     party to, and is not liable under, a long-term, onerous or unusual
     agreement, arrangement or obligation including, without limitation:

     10.2.1 an agreement, arrangement or obligation entered into other than in
          the usual course of its business;

     10.2.2 an agreement, arrangement or obligation entered into other than by
          way of a bargain at arm's length;

     10.2.3 an agreement, arrangement or obligation restricting the Company's
          freedom to operate the whole or part of the Non-Transferring Business
          or to use or exploit any of its assets;

     10.2.4 a sale or purchase, option or similar agreement, arrangement or
          obligation affecting an asset owned, occupied, possessed or used by
          the Company or by which the Company is bound; or


                                      -39-

<PAGE>

     10.2.5 a material agreement, arrangement or obligation with which the
          Company cannot comply on time or without undue or unusual expenditure
          of money or effort.

10.3 The Company is not a member of a joint venture.

11.  INSURANCE

11.1 POLICIES

     The Disclosure Letter contains copies of current insurance and indemnity
     policies (excluding contracts of reinsurance) in respect of which the
     Company has an interest as beneficiaries (the "Policies").

11.2 Each of Policies is valid and enforceable and is not void. The Company has
     not done anything or omitted to do anything, and as far as the Seller is
     aware there is nothing, which might:

     (a)  make any of the Policies void or voidable; or

     (b)  prejudice the ability to effect the insurance on the same or better
          terms in the future.

11.3 No insurers under any of the Policies has disputed, or given any indication
     that they intend to dispute, the validity of any of the Policies.

11.4 None of the Policies contain any provisions as to change of control or
     ownership of the insured.

11.5 No insurer has ever cancelled or refused to accept or continue any
     insurance in relation to the Company.

11.6 CLAIMS

     11.6.1 No single claim (over L50,000) is outstanding under any of the
          Policies, nor has any event occurred which might give rise to a single
          claim (over L50,000) which has not been notified to insurers.

     11.6.2 None of the insurers under any of the Policies has refused, or given
          any indication that it intends to refuse, any claim (in whole or in
          part) under the Policies and nothing has been done or omitted to be
          done which might entitle an insurer to make such refusal.

11.7 PREMIUMS

     11.7.1 All premiums which are due under the Policies have been paid under
          the terms of the Policies.

     11.7.2 The Company has not received written notice that it has done
          anything or omitted to do anything which might result in an increase
          in the premium payable in respect of any of the Policies.


                                      -40-

<PAGE>

12.  EFFECT OF SALE

     In respect of the Non-Transferring Business and except in consequence of or
     arising from the Scheme or the Reinsurance Agreements, neither the
     execution nor the performance of this Agreement or any document to be
     executed at or before Completion will result in the Company losing the
     benefit of an asset, grant, right or privilege which it enjoys at the date
     of this Agreement or will:

     12.1.1 conflict with;

     12.1.2 result in a breach of;

     12.1.3 give rise to an event of default under;

     12.1.4 require the consent of a person under;

     12.1.5 enable a person to terminate; or

     12.1.6 relieve a person from an obligation under,

     any agreement or arrangement to which the Company is a party or any legal
     or administrative requirement by which the Company is bound.

13.  LIABILITIES

13.1 INDEBTEDNESS

     Except as disclosed in the Accounts or in the Disclosure Letter, the
     Company does not have outstanding and has not agreed to create or incur
     loan capital, borrowing or indebtedness in the nature of borrowing.

13.2 GUARANTEES AND INDEMNITIES

     13.2.1 The Company is not a party to and is not liable under any guarantee,
          indemnity or other agreement to secure or incur a financial or other
          obligation with respect to another person's obligations.

     13.2.2 No part of the loan capital, borrowing or indebtedness in the nature
          of borrowing of the Company is dependent on the guarantee or indemnity
          of, or security provided by, another person.

13.3 No event has occurred or has been alleged to have occurred which:

     13.3.1 constitutes an event of default or otherwise gives rise to an
          obligation to repay, under an agreement related to borrowing or
          indebtedness in the nature of borrowing (or will do so with the giving
          of notice or lapse of time or both); or

     13.3.2 will lead to an Encumbrance constituted or created in connection
          with borrowing, or indebtedness in the nature of borrowing, a
          guarantee, an indemnity or other obligation of the Company becoming
          enforceable (or will do so with the giving of notice or lapse of time
          or both).


                                      -41-

<PAGE>

14.  INSOLVENCY, WINDING UP ETC.

14.1 WINDING UP AND ADMINISTRATION

     No order has been made, petition presented or resolution passed for the
     winding up of the Company or for the appointment of a provisional
     liquidator to the Company and no administration order has been made in
     respect of the Company.

14.2 RECEIVERSHIP

     No receiver or receiver and manager has been appointed of the whole or part
     of the Company's business or assets.

14.3 VOLUNTARY ARRANGEMENTS

     No voluntary arrangement has been proposed under section 1 of the
     Insolvency Act 1986 in respect of the Company. No compromise or arrangement
     has been proposed, agreed to or sanctioned under section 425 of the Act in
     respect of the Company.

14.4 INSOLVENCY

     The Company is not insolvent or unable to pay its debts within the meaning
     of section 123 of the Insolvency Act 1986.

14.5 UNSATISFIED JUDGMENTS

     There is no unsatisfied judgment or court order outstanding against the
     Company.

14.6 PAYMENT OF DEBTS

     The Company is able to pay its debts as they fall due.

14.7 STRIKING OUT

     No action is being taken by the Registrar of Companies to strike the
     Company off the Register under section 652 of the Act.

14.8 UNDERVALUE/PREFERENCE

     The Company has not at any time during the two years immediately prior to
     the date of this Agreement:

     14.8.1 entered into a transaction with any person at an undervalue (as
          referred to in section 238(4) of the Insolvency Act 1986); or

     14.8.2 been given a preference by any person (as referred to in section
          239(4) of the Insolvency Act 1986).

15.  LITIGATION AND COMPLIANCE WITH LAW

15.1 Neither the Company nor a person for whose acts or defaults the Company may
     be vicariously liable is, so far as the Company is aware, involved, or has
     during the two years ending on the date of this Agreement been involved, in
     a civil, criminal, arbitration,


                                      -42-

<PAGE>

     administrative or other proceeding. No civil, criminal, arbitration,
     administrative or other proceeding is pending or threatened by or against
     the Company or a person for whose acts or defaults the Company may be
     vicariously liable.

15.2 To the best of the Seller's knowledge, information and belief, no fact or
     circumstance exists which might give rise to a civil, criminal,
     arbitration, administrative or other proceeding involving the Company or a
     person for whose acts or defaults the Company may be vicariously liable.

15.3 There is no outstanding judgment, order, decree, arbitral award or decision
     of a court, tribunal, arbitrator or governmental agency against the Company
     or a person for whose acts or defaults the Company may be vicariously
     liable.

15.4 The Company has conducted its business and dealt with its assets in all
     material respects in accordance with all applicable legal, regulatory and
     administrative requirements.

15.5 Save as disclosed in the Disclosure Letter, there is not and has not been
     any governmental or other investigation, enquiry or disciplinary proceeding
     concerning the Company and none is pending or threatened. To the best of
     the Seller's knowledge, information and belief, no fact or circumstance
     exists which might give rise to an investigation, enquiry or proceeding of
     that type.

16.  INSIDER AGREEMENTS

     There is not and during the three years ending on the date of this
     Agreement, there has not been any agreement or arrangement (legally
     enforceable or not) to which the Company is or was a party and in which the
     Seller, a director or former director of the Company or a person connected
     with any of them is or was interested in any way for this purpose,
     "CONNECTED" has the meaning given by section 839 of the Taxes Act, except
     that in construing section 839 "CONTROL" has the meaning given by section
     840 or section 416 of the Taxes Act so that there is control whenever
     either section 840 or 416 requires.

17.  DATA PROTECTION

17.1 The Company has in all material respects at all times complied with the
     Data Protection Act 1984, the Data Protection Act 1998, the
     Telecommunications (Data Protection and Privacy) Regulations 1999, Part I
     of the Regulation of Investigatory Powers Act 2000 and all other applicable
     laws and regulations regulating data protection, privacy or the recording,
     monitoring or interception of communications (the "DATA PROTECTION LAWS").
     Particulars of the Company's registration or notification under the Data
     Protection Act 1998 are set out in the Disclosure Letter.

17.2 The Company has not received any written communication from the Information
     Commissioner or any other data protection or privacy authority with
     competent authority over the Company's data processing activities,
     indicating that he or she is investigating an allegation that the Company
     is in material breach of the Data Protection Laws or that he or she
     proposes to take, or is considering taking, enforcement action under any of
     the Data Protection laws.


                                      -43-

<PAGE>

18.  CONSTITUTION, REGISTERS AND RETURNS

18.1 CONSTITUTION

     The Company is operating and has always operated its business in all
     respects in accordance with its memorandum and articles of association at
     the relevant time.

18.2 REGISTERS ETC.

     Each register, minute book and other book which the Act requires the
     Company to keep has been properly kept and contains a complete and accurate
     record of the matters which it is required by the Act to record. No notice
     has been received or allegation made that a register or book is incorrect
     or should be rectified.

18.3 RETURNS ETC.

     Save as disclosed in the Disclosure Letter, all returns, particulars,
     resolutions and other documents required to be delivered by the Company to
     the Registrar of Companies or another governmental or other authority or
     agency have been properly prepared and delivered.

18.4 POWERS OF ATTORNEY AND AUTHORITIES

     Save as disclosed in the Disclosure Letter, the Company has not given a
     power of attorney or other authority by which a person may enter into an
     agreement, arrangement or obligation on the Company's behalf (other than an
     authority for a director, other officer or employee to enter into an
     agreement in the usual course of that person's duties).

19.  PENSIONS

19.1 Neither the Company nor the Subsidiary Undertaking nor the Associate
     Company has ever established, sponsored, participated in or contributed to
     any arrangement (whether or not closed, funded or approved) for providing
     pensions or other benefits on, or in anticipation of, the retirement,
     death, accident or sickness of any current or former director or employee
     of the Company, Subsidiary Undertaking or Associate Company, nor have they
     agreed or announced any proposal to enter into or establish any such
     arrangement.

19.2 The Company, the Subsidiary Undertaking and the Associate Company are
     exempt from any duties to facilitate access to a stakeholder pension scheme
     under section 3 of the Welfare Reform and Pensions Act 1999.


                                      -44-

<PAGE>

                                   SCHEDULE 4
                            ACTION PENDING COMPLETION

Unless otherwise directed by, or agreed in writing with, the Buyer, or required
by law or contractual obligation, the Seller shall ensure that the Company will:

1.   not create, allot, issue, acquire, repay or redeem any share or loan
     capital or agree, arrange or undertake to do any of those things or acquire
     or agree to acquire, an interest in a corporate body or merge or
     consolidate with a corporate body or any other person, enter into any
     demerger transaction or participate in any other type of corporate
     reconstruction;

2.   operate the Non-Transferring Business in the ordinary and usual way so as
     to maintain that business as a going concern;

3.   not acquire or dispose of, or agree to acquire or dispose of, any revenues,
     assets, business or undertakings with a value exceeding L50,000
     except:

3.1  in the ordinary and usual course of its business;

3.2  pursuant to the Scheme; and

3.3  the Company may dispose of the area of freehold land on the west side of
     Cranleigh Close, Bexhill-on-Sea, East Sussex registered at the Land
     Registry with title absolute under title numbers SX36275 and ESX70659;

4.   not assume or incur, or agree to assume or incur, a liability, obligation
     or expense (actual or contingent) except in the usual course of its
     business or pursuant to the Scheme;

5.   not make, or agree to make, capital expenditure exceeding in total
     L50,000 (or its equivalent at the time) or incur, or agree to incur,
     a commitment or commitments involving capital expenditure exceeding in
     total L50,000 (or its equivalent at the time);

6.   not declare, pay or make a dividend or distribution;

7.   other than in connection with or arising from the Scheme, not register any
     transfer of shares or other investments;

8.   other than in connection with or arising from the Scheme, not acquire any
     shares or other interest in a body corporate;

9.   not participate in any partnership or joint venture;

10.  not establish a subsidiary or subsidiary undertaking;

11.  not borrow any money or obtain any advance or credit;

12.  not pass a shareholder's resolution;

13.  not make a claim under section 152 or 153 of TCGA which affects an asset
     owned by the Company;


                                      -45-

<PAGE>

14.  not create, or agree to create or amend, an Encumbrance over the Shares or
     another asset or redeem, or agree to redeem, an existing Encumbrance over
     the Shares or another asset;

15.  not enter into a long-term, onerous or unusual agreement, arrangement or
     obligation in each case, involving consideration, expenditure or
     liabilities in excess of L50,000 other than as required by the
     Scheme;

16.  not, in relation to the Non-Transferring Business, amend or terminate a
     material agreement, arrangement or obligation to which it is a party or
     terminate any contract or commitment which is not capable of being
     terminated without compensation or which involves or may involve total
     annual expenditure of L50,000 or as required pursuant to the Scheme;

17.  not amend the terms of employment or engagement of a director or other
     officer or provide or agree to provide a gratuitous payment or benefit to a
     director or officer (or any of their dependants) or employ or engage or
     offer to employ or engage any person other than under or in terms of the
     Company's standard remuneration policy;

18.  not participate in any pension scheme;

19.  not amend, or agree to amend, the terms of its borrowing or indebtedness in
     the nature of borrowing or create, incur, or agree to create or incur,
     borrowing or indebtedness in the nature of borrowing (except pursuant to
     facilities disclosed in the Disclosure Letter where the borrowing or
     indebtedness in the nature of borrowing does not exceed the amount
     available to be drawn by the Company under those facilities);

20.  not give, or agree to give, a guarantee, indemnity or other agreement to
     secure, or incur financial or other obligations with respect to, another
     person's obligation in relation to the Non-Transferring Business;

21.  not start, settle or abandon litigation or arbitration proceedings, retain
     or appoint any new Counsel or legal representatives in respect of existing
     litigation in respect of the Non-Transferring Business in which it is
     engaged, or admit any liability;

22.  conduct the Non-Transferring Business in all respects in accordance with
     all applicable legal and administrative requirements in any jurisdiction;

23.  not enter into an agreement, arrangement or obligation (whether legally
     enforceable or not) in which the Seller, a director or former director of
     the Company or a person connected with any of them is interested. For this
     purpose, "CONNECTED" has the meaning given by section 839 of the Taxes Act,
     except that in construing section 839 "CONTROL" has the meaning given by
     section 840 or section 416 of the Taxes Act so that there is control
     whenever either section 840 or 416 requires;

24.  except as may arise from or in connection with the Scheme, not make any
     non-technical liability change or write-down or disposal of assets
     (excluding assets held for investment purposes) in each case of an amount
     or value in excess of L50,000;

25.  not agree to any new letters of credit other than the Letter of Credit, or
     increases in existing ones, in relation to the Non-Transferring Business;


                                      -46-

<PAGE>

26.  not commit to any material changes to its IT processes or any other
     operational processes in relation to the Non-Transferring Business and the
     Non-Transferring Policies;

27.  not enter into or agree to enter into any insurance contract, reinsurance
     contract or retrocession contract in respect of Non-Transferring Business;
     and

28.  not deal with any of its assets held for investment purposes in relation to
     the Non-Transferring Business and the Non-Transferring Policies.


                                      -47-

<PAGE>

                                   SCHEDULE 5
  NON-TRANSFERRING BUSINESS, NON-TRANSFERRING POLICIES, NON-TRANSFERRING POLICY
                      RECORDS AND NON-TRANSFERRING RECORDS

INWARDS

-    Type (eg Fac/Direct)

-    Class (eg Public/Products Liability)

-    Territory

-    Policy Reference

-    Policy Year

-    Broker

-    Cedant Name

-    Cedant Code

-    Inception Date

-    Expiry Date

-    Principal Currency

-    Limit

-    Retention

-    Signed Line

OUTWARDS

-    Type (eg Fac/Direct)

-    Class (eg Public/Products Liability)

-    Territory

-    Policy Reference

-    Policy Year

-    Broker

-    Reinsurer Name

-    Reinsurer Signed Line


                                      -48-

<PAGE>

-    Reinsurer Code

-    Inception Date

-    Expiry Date

-    Principal Currency

-    Limit

-    Retention

-    Reinstatement


                                      -49-

<PAGE>

EXECUTED by the parties:


Signed by                         )  /s/
a duly authorised                 )
representative of/for             )
and on behalf of                  )
Aioi Insurance Company Limited:   )


Signed by                         )  /s/
a duly authorised                 )
representative of/for             )
and on behalf of                  )
Hillcot Holdings Ltd:             )


Signed by                         )  /s/
a duly authorised                 )
representative of/for             )
and on behalf of                  )
Castlewood (EU) Ltd:              )


Signed by                         )  /s/
a duly authorised                 )
representative of/for             )
and on behalf of                  )
Kenmare Holdings Ltd:             )


Signed by                         )  /s/
a duly authorised                 )
representative of/for             )
and on behalf of                  )
Shinsei Bank, Limited:            )