<PAGE>
                                                                    EXHIBIT 99.1

                                                                      LINKLATERS
                                                                      & ALLIANCE

                    STANDARD MANAGEMENT FINANCIAL CORPORATION

                                       and

                         STANDARD MANAGEMENT CORPORATION

                                       and

                    STANDARD MANAGEMENT INTERNATIONAL S.AR.I.

                                       and

                           PREMIER LIFE (BERMUDA) LTD.

                                       and

                                 WINTERTHUR LIFE

                                       and

                            WINTERTHUR OVERSEAS LTD.

                          SHARE PURCHASE AND PORTFOLIO

                               TRANSFER AGREEMENT

                                 relating to the

                 shares issued by Premier Life (Luxembourg) S.A.

     and the portfolio of insurance policies of Premier Life (Bermuda) Ltd.

                                            LINKLATERS LOESCH
                                            4 Rue Carlo Hemmer
                                            B.P. 1107
                                            L-1011 Luxembourg

                                            Telephone: (352) 26 08 1
                                            Telefax: (352) 26 08 88 88
                                            Ref: jms /0580510/0001
                                            Linklaters Loesch is a
                                            member firm of Linklaters & Alliance


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THIS AGREEMENT is made on 24 May 2002
BETWEEN:
(1)      STANDARD MANAGEMENT FINANCIAL CORPORATION, a company incorporated in
         Delaware, whose registered office is in Wilmington, Delaware 19801, 300
         Delaware Avenue, Suite 900, ("SMFC")

(2)      STANDARD MANAGEMENT CORPORATION, a company incorporated in Indiana,
         whose registered office is in Indianapolis, Indiana 46280, 10689 N.
         Pennsylvania, ("SMC")

(3)      STANDARD MANAGEMENT INTERNATIONAL S.AR.I, a company incorporated in
         Luxembourg, whose registered office is in L-1273 Luxembourg, 13A, rue
         de Bitbourg, ("SMI)

(4)      PREMIER LIFE (BERMUDA) LTD. a company incorporated in Bermuda whose
         registered office is in Hamilton, Clarendon House, 2 Church Street,
         Hamilton, HM 11, Bermuda ("PLB")

(5)      WINTERTHUR LIFE, a company incorporated in Switzerland, whose
         registered office is in CH-8400 Winterthur, General Guisan-Strausse 40
         ("WLP"), and

(6)      WINTERTHUR OVERSEAS LTD., a company incorporated in Bermuda, whose
         registered office is in Hamilton, Corner House, 20 Parliament Street,
         Hamilton HM 12 ("WOB").

WHEREAS:

(A)      SMFC, in its capacity of parent company of SMI, has agreed (i) that SMI
         shall sell the Shares to WLP, (ii) that PLB shall assign that transfer
         the Transferred Portfolio to WOB and (iii) to assume the obligations
         imposed on it under this Agreement;

(B)      SMI in its capacity of parent company of PLB, has agreed (i) that PLB
         shall assign and transfer the Transferred Portfolio to WOB and (ii) to
         assume the obligations imposed on it under this Agreement;

(C)      SMI has agreed (i) to sell the Shares to WLP and (ii) to assume the
         obligations imposed on it under this Agreement;

(D)      PLB has agreed (i) to assign and transfer the Transferred Portfolio to
         WOB and (ii) to assume the obligations imposed on it under this
         Agreement;

(E)      WLP has agreed (i) to acquire the Shares from SMI and (ii) to assume
         the obligations imposed on it under this Agreement; and

(F)      WOB has agreed (i) to acquire the Transferred Portfolio from PLB and
         (ii) to assume the obligations imposed on it under this Agreement.

IT IS AGREED as follows:

1        INTERPRETATION

         In this Agreement, unless the context otherwise requires, the
         provisions in this Clause 1 apply:


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1.1      Definitions

         "AGREED TERMS" means, in relation to a document, such document in the
         terms agreed between the Sellers and Purchasers and signed for
         identification by the Sellers and the Purchasers' representative(s)
         with such alterations as may be agreed in writing between the Sellers
         and Purchasers from time to time;

         "AGREEMENT" means this Share Purchase and Portfolio Transfer Agreement;

         "ASSETS" means all the property, rights and assets owned by PLB and PLL
         respectively as indicated in PLB's Accounts and PLL's Accounts;

         "BUSINESS DAY" means a day which is not a Saturday, a Sunday or a
         public holiday in either the Grand-Duchy of Luxembourg, Switzerland,
         the United States of America, or Bermuda;

         "BUSINESS KNOW-HOW" means all rights and interest owned by any of the
         Sellers in Know-how which at or before Closing is capable of being used
         or enjoyed in any of PLL's and/or PLB's businesses;

         "CAA" means the Luxembourg Commissariat aux Assurances;

         "CLOSING" means in respect of any of the sale of the Shares and the
         transfer of the Transferred Portfolio, the completion of such sale
         and/or of such transfer pursuant to Clause 6 of this Agreement and any
         relevant Local Transfer Documents and Procedures;

         "CLOSING DATE" means, in respect of each Closing, the date on which
         Closing takes place;

         "CONSULTANT" means a worker providing services to PLL and/or to PLB
         pursuant to a Consultancy Agreement;

         "CONSULTANCY AGREEMENT" means an agreement other than a contract of
         employment pursuant to which a worker provides services;

         "DATA ROOM" means the data room containing documents and information
         relating to the Sellers and PLL made available by the Sellers to the
         Purchasers on 23 October 2001 as well as on 25 and 26 February 2002, in
         Luxembourg each;

         "EMPLOYEES" means all individuals such as without being limited to
         employees, officers, and managers, engaged or employed by the person
         and/or company referred to, including the Senior Employees and
         "Employee" means any of them;

         "ENCUMBRANCE" means any claim, charge, mortgage, lien, option, equity,
         power of sale, hypothecation, usufruct, retention of title, right of
         pre-emption, right of first refusal or other third party rights or
         security interest of any kind or an agreement to create any of the
         foregoing;

         "FUND CUSTODIANS" means all custodians of the assets underlying to the
         Transferred Policies and all other custodians the services of whom PLB
         and/or PLL used in carrying out their business on or immediately prior
         to the date of signature of this Agreement as set out in Schedule 9:

         "INFORMATION TECHNOLOGY" means computer systems, communication systems,
         software, including licenses, hardware and other rights listed in
         Schedule 10 which at the date of signature of this Agreement as well on
         or before Closing is owned, used, licenses or enjoyed by the Sellers in
         relation to the business carried out by PLL and/or PLB on or
         immediately prior to the date of signature of this Agreement;


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         "INTELLECTUAL PROPERTY" means trade marks, service marks, trade names,
         logos, patents, inventions, registered and unregistered design rights,
         copyrights, semi-conductor topography rights, database and all other
         similar proprietary rights which may subsist in any part of the world
         (including Know-how) including, where such rights are obtained or
         enhanced by registration, any registration of such rights and
         applications and rights to apply for such registrations;

         "INTERMEDIARY NETWORK" means all insurance agents, brokers and other
         intermediaries set out in Schedule 8, via whom PLB and/or PLL sold the
         Transferred Policies and the services of whom they used in carrying out
         their business on or immediately prior to the date of signature of this
         Agreement; provided, such persons have sold policies on or after
         January 1, 1999;

         "KNOW-HOW" means confidential and proprietary industrial and commercial
         information and techniques in any form including (without limitation)
         drawings, formulae, test results, reports, project reports and testing
         procedures, instruction and training manuals, tables of operating
         conditions, market forecasts, lists and particulars of customers and
         suppliers;

         "LOCAL TRANSFER DOCUMENTS AND PROCEDURES" has the meaning given in
         Clause 2.5.1;

         "LOSSES" means all losses, liabilities, costs (including without
         limitation reasonable legal costs and experts' and consultants' fees),
         charges, expenses, actions, proceedings, claims and demands;

         "MR FORMOSA" means Mr Iain Formosa, Financial Controller, residing at
         41, rue Jean l'Aveugle, L-1148 Luxembourg;

         "MR GRIFFITHS" means Mr Clive Griffiths, Operations Director, residing
         at 26, rue des Cerises, L-6113 Junglinster;

         "MR WHICHER" means Mr Patrick Whicher, Managing Director, residing at
         43, rue de Nic Martha, L-2133 Luxembourg;

         "PARTIES" means all parties to this Agreement and "PARTY" means any of
         them;

         "PLB'S ACCOUNTS" means PLB's Audit Accounts and PLB's Management
         Accounts, as attached in Schedule 5;

         "PLB'S AUDIT ACCOUNTS" means PLB's audited accounts for the
         twelve-month period ended on 30 September 2001, as attached in Schedule
         5;

         "PLB'S MANAGEMENT ACCOUNTS" means PLB's interim accounts for the period
         of 1 October 2001 to 31 March 2002, as attached in Schedule 5;

         "PLL" means Premier Life (Luxembourg) S.A., a company incorporated in
         Luxembourg, whose registered office is in L- 1273 Luxembourg, 13A. rue
         de Bitbourg;

         "PLL'S ACCOUNTS" means PLL's Audit Accounts and PLL's Management
         Accounts, as attached in Schedule 6;

         "PLL'S AUDIT ACCOUNTS" means PLL's audited accounts for the
         twelve-month period ended on 30 September 2001, as attached in Schedule
         6;

         "PLL'S MANAGEMENT ACCOUNTS" means PLL's interim accounts for the period
         of 1 October 2001 to 31 March 2002, as attached in Schedule 6;


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         "PLB TRANSFERRED POLICIES" means all of the insurance policies
         comprised in the Transferred Portfolio on Closing, as referred to in
         Clause 2.3;

         "PLL TRANSFERRED POLICIES" means all of the insurance policies
         comprised in the portfolio of insurance policies held by PLL on
         Closing, as referred to in Clause 2.3 and Schedule 7;

         "PURCHASE PRICE" has the meaning set out in Clause 3.1;

         "PURCHASERS" means WLP and WOB and "PURCHASER" means any of the
         Purchasers;

         "REGISTERED INTELLECTUAL PROPERTY" means such of the Sellers'
         Intellectual Property as is registered or the subject of applications
         for registration in any patent, trademark or other Intellectual
         Property registry anywhere in the world;

         "REGULATORS" means the relevant supervisory authorities in the
         applicable jurisdictions, being e.g. without being limited to the
         Commissariat aux Assurances in Luxembourg and the Bermuda Monetary
         Authority in Bermuda, and "REGULATOR" means any of them;

         "RESOURCES" has the meaning set out in Clause 7.1.2;

         "SELLERS" means SMFC, SMC, SMI, and PLB and "SELLER" means any of the
         Sellers;

         "SELLERS' WARRANTIES" means the warranties given by the Sellers
         pursuant to Clause 8 and Schedule 2 and "SELLERS' WARRANTY" means any
         one of them;

         "SENIOR EMPLOYEES" means Mr Romain Bichel, Private Portfolio Manager,
         residing at Maison 67, L-6835 Boudler, Mr Formosa, Mr Griffiths, Ms
         Georgina Guest-Ball, Personnel Manager and Company Secretary residing
         at 8, rue Klengliller, L-8239 Mamer, Ms Diane Jacobs, Marketing
         Manager, residing at 15, rue Robert Bruch, L-1267 Luxembourg, Mr Jawhar
         Skalli, Data Processing Manager, residing at 2, rue de Gaulle, F-57390
         Redange, and Mr Whicher, and "SENIOR EMPLOYEE" means any one of them;

         "SHARES" means 100% of the shares, i.e. 5.154.800 registered shares
         without any par value, out of which 416.000 ordinary and 4.738.800
         redeemable non-cumulative preference shares, issued by PLL;

         "TAXATION" OR "TAX" means all forms of taxation whether direct or
         indirect and whether levied by reference to income, profits, gains, net
         wealth, asset values, turnover, added value or other reference and
         statutory governmental, state, provincial, local governmental or
         municipal impositions, duties, contributions, rates and levies
         (including without limitation social security contributions and any
         other payroll taxes), whenever and wherever imposed (whether imposed by
         way of a withholding or deduction for or on account of tax or
         otherwise) and in respect of any person and all penalties, charges,
         costs and interest relating thereto;

         "TAX AUTHORITY" means any taxing or other authority competent to impose
         any liability in respect of Taxation or responsible for the
         administration and/or collection of Taxation or enforcement of any law
         in relation to Taxation;

         "TRANSFERRED POLICIES" means the PLL Transferred Policies and the PLB
         Transferred Policies, and "TRANSFERRED POLICY" means any of them;

         "TO THE KNOWLEDGE OF SELLERS" (or similar references to Seller's
         knowledge) means the actual knowledge of (i) the Sellers' directors or
         officers and (ii) PLL's directors, officers and Senior Employees.


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         "TRANSFERRED PORTFOLIO" means the portfolio of PLB Transferred
         Insurance Policies transferred by PLB to WOB as per the terms of this
         Agreement;

         "VAT" means within the European Union such Tax as may be levied in
         accordance with (but subject to derogations from) the Directive
         77/338/EEC and outside the European Union any Taxation levied by
         reference to added value or sales.

1.2      Shares

         References to shares shall include, where relevant, quotas.

1.3      Singular, plural, gender

         References to one gender include all genders and references to the
         singular include the plural and vice versa.

1.4      References to persons and companies

         References to:

         1.4.1    a person include any corporate entity, partnership or
                  unincorporated association (whether or not having separate
                  legal personality); and

         1.4.2    a company shall include any company, corporation or any body
                  corporate, whenever incorporated.

1.5      Reference to Closing

         Where this Agreement refers to circumstances or events at Closing or to
         periods before or after Closing, such references shall be construed as
         being reference to each such Closing, it being expressly agreed that
         the completion of the sale of the Shares must not necessarily occur at
         the same time as the completion of the transfer of the Transferred
         Portfolio.

1.6      Schedules etc.

         References to this Agreement shall include any Recitals and Schedules
         to it and references to Clauses and Schedules are to Clauses of, and
         Schedules to, this Agreement. References to paragraphs and Parts are to
         paragraphs of this Agreement and Parts of the Schedules.

1.7      Information

         References to books, records or other information means books, records
         or other information in any form including paper, electronically stored
         data, magnetic media, film and microfilm.

1.8      Legal Terms

         References to any Luxembourg legal term shall, in respect of any
         jurisdiction other than Luxembourg, be construed as references to the
         term or concept, which most nearly corresponds to it in that
         jurisdiction.


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2        AGREEMENT TO SELL

2.1      Sale and Purchase of the Shares

         2.1.1    On and subject to the terms of this Agreement and the Local
                  Transfer Documents and Procedures, SMI agrees to sell the
                  Shares to WLP and WLP agrees to purchase the Shares from SMI.

         2.1.2    The Shares are sold free from Encumbrances and together with
                  all rights, obligations and advantages attaching to them as at
                  Closing (including, without limitation, the right to receive
                  all dividends or distributions declared, made or paid on or
                  after Closing).

         2.1.3    SMI shall procure that on or prior to Closing any and all
                  rights of pre-emption over the Shares are waived irrevocably
                  by the persons entitled thereto.

2.2      Transfer of Portfolio

         2.2.1    On and subject to the terms of this Agreement and the Local
                  Transfer Documents and Procedures, PLB agrees to assign and
                  transfer to WOB all of its rights, obligations, title and
                  interest in and to the Transferred Portfolio, as well as all
                  benefits and rights thereof and associated therewith and WOB
                  agrees to acquire the Transferred Portfolio from PLB and to
                  accept all of PLB's rights, obligations, title and interest in
                  and to the Transferred Portfolio, as well as all benefits and
                  rights thereof and associated therewith.

         2.2.2    Up to Closing, WOB shall have the right and authority to:

                  (i)      exercise for and on the account of PLB all rights
                           under the Transferred Portfolio, and to endorse with
                           the name of PLB any other supplements notices or
                           other documents relating thereto;

                  (ii)     enforce in PLB's name any contractual right or claim,
                           which are to be assigned and transferred to PLB to
                           WOB pursuant to this Agreement.

         2.2.3    Up from Closing, WOB shall have the right and authority to:

                  (i)      exercise in its own name and on its own account all
                           rights under the Transferred Portfolio, and to
                           endorse in its own name any other supplements notices
                           or other documents relating thereto;

                  (ii)     enforce in its own name any contractual right or
                           claim, which are to be assigned and transferred by
                           PLB to WOB pursuant to this Agreement.

         2.2.4    PLB's rights, title, benefit and/or interest in the
                  Transferred Portfolio are assigned and transferred free from
                  Encumbrances except for Encumbrances placed on the Transferred
                  Policies by the policyholder.

         2.2.5    No liabilities related to PLB other than those underlying to
                  the Transferred Portfolio are transferred with the Transferred
                  Portfolio.

2.3      Transferred Policies

         2.3.1    In no circumstances may the Transferred Policies comprise:

                  (i)      any insurance policies with US residents at the time
                           of policy issuance, as either a policyholder or as an
                           insured person;


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<PAGE>

                  (ii)     any insurance policies sold prior to the year 1946;

                  (iii)    any insurance policies from PLB that can not be
                           legally assigned and transferred as per the terms of
                           this Agreement due to any applicable law; and

                  (iv)     those insurance policies from PLL that WLP will
                           before 60 Business Days after Closing on its own
                           discretion select form the insurance policies set out
                           in Schedule 12.

                  (v)      those insurance policies from PLB that WLP will
                           before or at Closing on its own discretion select
                           from the insurance policies set out in Schedule 13.

         2.3.2    In the event that it will appear that notwithstanding Clause
                  2.3.1, the Transferred Policies comprise insurance policies
                  referred to in such Clause 2.3.1 including but not limited to
                  those insurance policies that WLP will select from the
                  insurance policies set out in Schedule 12 and 13 in accordance
                  with Clause 2.3.1 (iv) and 2.3.1 (v), the Sellers undertake to
                  assist the Purchasers in the procedure to transfer said
                  policies to PLB and to take any action and sign any document
                  as far as legal under any applicable laws and required to
                  execute these transfers.

2.4      Transfer of Capabilities

         2.4.1    It is expressly agreed between Sellers and Purchasers that,
                  transferred to WLP and WOB respectively together with the
                  Shares and Transferred Portfolio, are any properties, rights
                  and assets, including without being limited to all agreements,
                  licenses, Intellectual Property, Know-how, Information
                  Technology and other capabilities necessary to carry on the
                  business that PLL and PLB have carried on at and immediately
                  prior to the date of signature of the Agreement in the manner
                  in, and to the extent to, which PLL and PLB have conducted
                  said business at and immediately prior to the date of
                  signature of this Agreement, are transferred to WLP and WOB
                  respectively together with the Shares and the Transferred
                  Portfolio, and the Sellers and the Purchasers agree to execute
                  any agreement, sign any document, comply with any procedure or
                  take any other action necessary to implement that transfer.

         2.4.2    Sellers undertake to use best endeavours to cooperate with PLL
                  and/or WOB, to encourage active members of PLL's and/or PLB's
                  Intermediary Network not to terminate and/or, as the case may
                  be, to execute terms of business agreements according to
                  existing terms with PLL and/or WOB after the Closing. Sellers
                  further undertake to use best endeavours to cooperate with PLL
                  and/or WOB to encourage Fund Custodians not to terminate
                  and/or, as the case may be, to execute appropriate custodian
                  agreements according to existing terms with PLL and/or WOB
                  after the Closing.

2.5      Local Transfer Documents and Procedures

         2.5.1    On or prior to Closing, the Parties shall execute any
                  documents and comply with any procedures and provide such
                  information (subject to the relevant local law and otherwise)
                  where required to transfer the Shares to WLP and the
                  Transferred Portfolio to WOB on Closing (the "LOCAL TRANSFER
                  DOCUMENTS AND PROCEDURES")

         2.5.2    To the extent that the provisions of this Agreement are
                  inconsistent with or additional to the provisions of the Local
                  Transfer Documents and Procedures;


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                  (i)      the provisions of this Agreement shall prevail; and

                  (ii)     the Parties shall procure that the provisions of the
                           relevant Local Transfer Documents and Procedures are
                           adjusted, so far as permissible under the laws of the
                           relevant jurisdiction, to the extent necessary to
                           give effect to the provisions of this Agreement.

         2.5.3    No seller shall bring any claim against any Purchaser in
                  respect of or based upon the Local Transfer Documents and
                  Procedures save to the extent necessary to implement any
                  transfer of the Shares or of the Transferred Portfolio in a
                  manner consistent with the terms provided for by the
                  Agreement. To the extent that a Seller does bring a claim to
                  implement such a transfer, the Sellers shall indemnify each
                  Purchaser against all Losses which such Purchaser may suffer
                  through or arising from the bringing of such a claim.

         2.5.4    No Purchaser shall bring any claim against any Seller in
                  respect of or based upon the Local Transfer Documents and
                  Procedures save to the extent necessary to implement any
                  transfer of the Shares or of the Transferred Portfolio in a
                  manner consistent with the terms provided for by this
                  Agreement. To the extent that a Purchaser does bring a claim
                  to implement such a transfer, the Purchasers shall indemnify
                  each Seller against all Losses which such Seller may suffer
                  through or arising from the bringing of such a claim.

3.       CONSIDERATION

3.1      Amount

         3.1.1    Whereas the consideration for the purchase of the Shares under
                  this Agreement shall be an amount equal to nineteen million
                  and five hundred thousand Dollars of the United States of
                  America (USD 19,500,000.), (the "SHARE PURCHASE PRICE"), the
                  consideration for the acquisition of the Transferred Portfolio
                  under this Agreement shall be an amount equal to either
                  million and three hundred thousand Dollars of the United
                  States of America (USD 8,300,000.) (the "PORTFOLIO PURCHASE
                  Price"), making an aggregate consideration for the acquisition
                  of the Shares and the Portfolio of twenty-seven million and
                  either hundred thousand Dollars of the United States of
                  American (USD 27,800,000.) (the "PURCHASE PRICE").

         3.1.2    The Purchase Price has been agreed between the Parties upon
                  the express condition precedent that the debt in the amount of
                  two million eight hundred thirty-five thousand three hundred
                  and fifty-four Dollars of the United States of America (USD
                  2,835,354.) that SMC owes to PLL as per the terms of an
                  agreement signed on 16 December 1993 by PLL, SMC and SMI, has
                  been reimbursed to PLL together with any interest due under
                  said agreement.

         3.1.3    In the event that the aggregate value of assets under
                  management underlying to any of either the PLL Transferred
                  Policies or the PLB Transferred Policies is decreased, solely
                  as a result of insurance policies not being transferred in
                  accordance with Clauses 2.3.1 (i) and 2.3.1 (ii), by an amount
                  of ten million Dollars of the United States of America (USD
                  10,000,000.) or more, against the aggregate value of assets
                  under management underlying to the aggregate insurance
                  portfolio as set out in PLL's Audit Accounts and in PLB's
                  Audit Accounts respectively, agreed to be for the purpose of
                  this Clause, one hundred five million six hundred forty-seven
                  thousand Euro (EUR 105,647,000,) for PLL and two hundred
                  ninety-six million nine hundred and eighty-seven thousand
                  Dollars of the United States of America (USD 296,987,000.) for
                  PLB, the Share Purchase Price and/or the Portfolio Purchase
                  Price, as the case may be, is decreased by one hundred
                  thousand Dollars of the United States of America (USD
                  100,000.) per three million Dollars of the United States of
                  America (USD 3,000,000.) of decrease of the value of assets
                  under management, it being agreed that no decrease in Purchase
                  Price shall be made for insurance policies not transferred in
                  accordance with Clauses 2.3.1 (iii) to 2.3.1 (v) of this
                  Agreement.


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<PAGE>

         3.1.4    The Share Purchase Price and the Portfolio Purchase Price
                  shall be paid by the Purchasers to the Sellers on each Closing
                  by wire transfer to the bank account of SMI designated by the
                  Sellers, it being agreed that SMI shall collect the Purchase
                  Price as Seller and as agent of PLB respectively, subject to
                  the first two million eight hundred thirty-five thousand three
                  hundred and fifty-four Dollars of the United States of America
                  (USD 2,835,354.) of the Share Purchase Price to be paid, at
                  the discretionary option of the Sellers, by way of a certified
                  international bank cheque to SMI.

         3.1.5    If any payment is due by any Seller to any Purchaser in
                  respect of any claim for any breach of this Agreement or any
                  Local Transfer Documents and Procedures or pursuant to an
                  indemnity under this Agreement, before Closing, the payment
                  shall be made by way of adjustment of the consideration paid
                  by the Purchasers under this Agreement and the consideration
                  shall be deemed to be reduced by the amount of such payment,
                  and after Closing the payment shall be made by any Seller upon
                  first demand of any Purchaser by wire transfer to the bank
                  account of WLP designated by the Purchasers, it being agreed
                  that WLP shall collect any such payment as Purchaser and as
                  agent of the other Purchasers respectively.

3.2      VAT and Stamp Duty

         The Sellers and the Purchasers acknowledge and agree that the sale of
         the Shares and the transfer of the Transferred Portfolio are not
         subject to any VAT nor stamp duty nor ad valorem registration taxes in
         Luxembourg.

4        CONDITIONS

4.1      Conditions Precedent as to the Share Purchase

         The agreement to buy and sell the Shares contained in Clause 2 is
         conditional upon satisfaction of the following conditions precedent:

         4.1.1    the passing at a board of directors' (or equivalent body under
                  the applicable laws) meeting of each of the Sellers and the
                  Purchasers of a resolution to approve the transactions
                  contemplated in this Agreement in the agreed terms or with
                  such amendments as the Parties may agree;

         4.1.2    any applicable merger regulation condition in and outside the
                  EU, if any, being satisfied;

         4.1.3    the Sellers and the Purchasers having fulfilled all legal
                  obligations, if any, to inform and consult employee
                  representatives about the sale and purchase of the Shares;

         4.1.4    any consent from a third party other than those referred to in
                  Clause 4.1.6 required in relation to the sale and purchase of
                  the Shares, if any, having been obtained on terms acceptable
                  to the Purchasers and such approvals remaining in full force
                  and effect;

         4.1.5    all applicable Local Transfer Documents and Procedures having
                  been executed and/or complied with;


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<PAGE>

         4.1.6    without prejudice to the generality of the foregoing, any
                  consent from the Regulators and/or the appropriate
                  governments, governmental, supranational or trade agencies,
                  courts or other regulatory bodies (including without
                  limitation exchange control authorities) required in relation
                  to the sale and purchase of the Shares, if any, having been
                  obtained on terms reasonably acceptable to the Purchasers and
                  such approvals remaining in full force and effect, including
                  without being limited to the Luxembourg Commissariat aux
                  Assurances having accepted the new shareholders of PLL;

         4.1.7    neither the Regulators, nor any government, governmental,
                  supranational or trade agency, court, other regulatory body or
                  any other person in any jurisdiction having instituted or
                  threatened any action, proceedings, suit, investigation or
                  reference or made, proposed or enacted any statute, regulation
                  or order or having done anything which would or is likely to
                  make the acquisition of the Shares, or any part thereof, void,
                  illegal or unenforceable or otherwise restrain, prohibit,
                  delay or impose additional conditions or obligations with
                  respect thereto or otherwise challenge or interfere therewith
                  or require or prevent any divestiture of any part thereof by
                  any Purchaser or impose any limitation on the ability of any
                  Purchaser to carry on any business or own any assets and all
                  applicable waiting periods during which any such action,
                  proceedings, suit, investigation or reference may be taken,
                  having expired, lapsed or been terminated.

4.2      Conditions Precedent as to the Assignment and Transfer of the
         Transferred Portfolio

         The agreement to assign and transfer the Transferred Portfolio
         contained in Clause 2 is conditional upon satisfaction of the following
         conditions precedents:

         4.2.1    the passing at a board of directors (or equivalent body under
                  the applicable laws) meeting of each of the Sellers and the
                  Purchasers of a resolution to approve the transactions
                  contemplated in this Agreement in the agreed terms or with
                  such amendments as the Parties may agree;

         4.2.2    any applicable merger regulation condition in and outside the
                  EU, if any, being satisfied;

         4.2.3    the Sellers and the Purchasers having fulfilled all legal
                  obligations, if any, to inform and consult employee
                  representatives about the assignment and the transfer of the
                  Transferred Portfolio;

         4.2.4    any consent from a third party other than those referred to in
                  Clause 4.2.6 required in relation to the assignment and
                  transfer of the Transferred Portfolio, if any, having been
                  obtained unconditionally and on terms acceptable to the
                  Purchasers and such approvals remaining in full force and
                  effect at least until Closing;

         4.2.5    all applicable Local Transfer Documents and Procedures having
                  been executed and/or complied with;

         4.2.6    without prejudice to the generality of the foregoing, any
                  consent from the Regulators and/or the appropriate
                  governments, governmental, supranational or trade agencies,
                  courts or other regulatory bodies (including without
                  limitation exchange control authorities) required in relation
                  to the assignment and transfer of the Transferred Portfolio,
                  if any, having been obtained unconditionally and on terms
                  acceptable to the Purchasers and such approvals remaining in
                  full force and effect at least until Closing, including
                  without being limited to:


                                      -11-

<PAGE>

                  (i)      the registration of WOB under the Bermuda Segregated
                           Accounts Companies Act 2000; and

                  (ii)     the obtaining of a Court Order in Bermuda sanctioning
                           the transfer of the Transferred Portfolio pursuant to
                           section 25 of the Insurance Act 1978;

         4.2.7    neither the Regulators, nor any government, governmental,
                  supranational or trade agency, court, other regulatory body or
                  any other person in any jurisdiction having instituted or
                  threatened any action, proceedings, suit, investigation or
                  reference or made, proposed or enacted any statute, regulation
                  or order or having done anything which would or is likely to
                  make the assignment and transfer of the Transferred Portfolio
                  or any part thereof void, illegal or unenforceable or
                  otherwise restrain, prohibit, delay or impose additional
                  conditions or obligations with respect thereto or otherwise
                  challenge or interfere therewith or require or prevent any
                  divestiture of any part thereof by any Purchaser or impose any
                  limitation on the ability of any Purchaser to carry on any
                  business or own any assets and all applicable waiting periods
                  during which any such action, proceedings, suit, investigation
                  or reference may be taken, having expired, lapsed or been
                  terminated; and

         4.2.8    any consent from the Regulators and/or the appropriate
                  governments, governmental, supranational or trade agencies,
                  courts or other regulatory bodies (including without
                  limitation exchange control authorities) required in order to
                  allow WOB to carry on a business in the manner in which PLB
                  carried on its business at the date of signature of this
                  Agreement or immediately prior thereto, if any, having been
                  obtained unconditionally and on terms reasonably acceptable to
                  the Purchasers and such approvals remaining in full force and
                  effect at least until Closing.

4.3      Responsibility for Satisfaction

         4.3.1    The Sellers and the Purchasers shall use best endeavours to
                  ensure the satisfaction of the conditions precedent set out in
                  Clauses 4.1 and 4.2 as soon as possible.

         4.3.2    The Sellers and the Purchasers agree that all action to be
                  taken to ensure satisfaction of the conditions precedent set
                  out in Clauses 4.1 and 4.2, including without being limited to
                  all requests and enquiries from any third party, including any
                  government, governmental, supranational or trade agency, court
                  or other regulatory body, shall be dealt with by the Sellers
                  and the Purchasers in consultation with each other and the
                  Sellers and the Purchasers shall promptly cooperate with and
                  provide all necessary information and assistance reasonably
                  required by such third party, including any government,
                  agency, court or body upon being requested to do so by the
                  other.


                                      -12-

<PAGE>

4.4      Non-Satisfaction/Waiver

         4.4.1    The Party responsible for satisfaction of each condition in
                  Clause 4 shall give notice to the other Party of the
                  satisfaction of the relevant condition(s) within two Business
                  Days of becoming aware of the same.

         4.4.2    The Purchasers may at any time waive in whole or in part and
                  conditionally or unconditionally any condition precedent set
                  out in Clause 4.1 and 4.2 by notice in writing to the Sellers.

         4.4.3    If the conditions in Clause 4 are not satisfied or waived on
                  or before 30 September 2002, the Purchasers may, in their sole
                  discretion, terminate this Agreement and the Sellers shall
                  have no claim against the Purchasers under it, save for any
                  claim arising from breach of any obligation contained in
                  Clause 4.

5        PRE-CLOSING

5.1      The Sellers' Obligations

         5.1.1    Each of the Sellers undertakes to use best endeavours to
                  procure that between the date of signature of this Agreement
                  and Closing:

                  (i)      the business of PLL and PLB is carried on as going
                           concern in the ordinary course as carried on prior to
                           the date of signature of this Agreement, save in so
                           far as agreed in writing by the Purchasers;

                  (ii)     no action is taken to liquidate, wind up or otherwise
                           put any Seller and/or PLL into dissolution and no
                           application for the bankruptcy of any such company is
                           made and no request to grant to any such company a
                           moratorium of payments (sursis or concordat) is filed
                           with any court;

                  (iii)    all material agreements, commitments or arrangements
                           (whether legally binding or not) taken by PLL and PLB
                           remain in place, save where the termination of the
                           relevant agreement, commitment or arrangement is one
                           of the conditions precedent to Closing and therefore
                           specifically provided for in this Agreement;

                  (iv)     the Assets are preserved;

                  (v)      PLL and PLB's benefits and rights under the
                           Transferred Policies are not materially varied and no
                           Transferred Policies are at any time terminated,
                           without the prior written consent of the Purchasers
                           and no rights or powers conferred on PLL and/or PLB
                           at any time following the occurrence of an event of
                           default under any Transferred Policy are exercised
                           unless and until requested to do so by the
                           Purchasers, whereupon PLL and PLB agree that they
                           will do so;

                  (vi)     Intellectual Property or Know-how, which is held by
                           the Sellers and/or PLL and is required by PLL and PLB
                           in order to carry on their business in the manner in
                           which they carried on their business at the date of
                           signature of this


                                      -13-

<PAGE>

                           Agreement, are preserved;

                  (vii)    all existing licences and consents from the
                           Regulators and/or any other appropriate governments,
                           governmental, supranational or trade agencies, courts
                           or other regulatory bodies (including without
                           limitation exchange control authorities) obtained by
                           PLL and PLB before the date of signature of this
                           Agreement and required by said companies in order to
                           carry on their business in the manner in which they
                           carried on their business at the date of signature of
                           this Agreement are preserved and maintained in force;
                           and

                  (viii)   the constitutional documents of PLL and PLB are not
                           amended; and

                  (ix)     no directors and/or auditors of PLL and PLB are
                           dismissed and no additional directors and/or auditors
                           of PLL and PLB are appointed;

                  (x)      any existing contractual relationship or any other
                           existing agreement or arrangement, be it in writing
                           or otherwise, between PLL and any of the Sellers is
                           terminated, with the exception of the Service
                           Agreement existing between PLL and PLB at the date of
                           signature of this Agreement regarding insurance
                           services to be provided by PLL to PLB.

         5.1.2    Without prejudice to the generality of Clause 5.1.1, each of
                  the Sellers further undertakes to use best endeavours to
                  procure that between the date of signature of this Agreement
                  and Closing, neither PLL, nor PLB will:

                  (i)      incur or enter into or amend any material agreement
                           or commitment, except in the normal course of
                           business;

                  (ii)     acquire or dispose of, or agree to acquire or dispose
                           of, any material asset or material stocks, involving
                           consideration, expenditure or liabilities;

                  (iii)    acquire or agree to acquire any share, shares or
                           other interest in any company, partnership or other
                           venture;

                  (iv)     incur any additional borrowings or incur any other
                           indebtedness;

                  (v)      create, allot or issue any share capital;

                  (vi)     repay, redeem or repurchase any share capital;

                  (vii)    declare, make or pay any dividend or other
                           distribution to shareholders;

                  (viii)   save as required by law:

                           (a)      make any material amendment to the terms and
                                    conditions of employment (including, without
                                    limitation, remuneration, pension
                                    entitlements, health/life insurance and
                                    other benefits) of any Employee;

                           (b)      provide or agree to provide any gratuitous
                                    payment or benefit to any employee or any of
                                    his dependents;

                           (c)      dismiss any Employee; or

                           (d)      engage or appoint any additional Employee


                                      -14-

<PAGE>

                  (ix)     discontinue or amend any retirement benefit
                           arrangements and/or health/life insurance schemes or
                           commence to wind them up or terminate them or cause
                           them to cease to admit new members;

                  (x)      communicate to any Employee any material plan,
                           proposal or intention to discontinue, amend, wind up,
                           terminate or exercise any discretion in relation to
                           any retirement benefit arrangements and/or any
                           health/life insurance schemes;

                  (xi)     pay any benefits under any of the retirement benefit
                           arrangements otherwise than in accordance with the
                           terms of the documents governing such arrangements
                           (and not under any discretionary power);

                  (xii)    enter into any guarantee, indemnity or other
                           agreement to secure any obligation of a third party
                           or create any Encumbrance over any of the Assets or
                           the Shares;

                  (xiii)   make any material change to its accounting practices
                           or policies.

5.2      Obligations to Facilitate Closing

         5.2.1    Without prejudice to the generality of Clause 5.1, each of the
                  Sellers undertakes to at any time prior to Closing:

                  (i)      collaborate fully and consult with the Purchasers:

                           (a)      in relation to all material matters
                                    concerning the running of PLL and PLB;

                           (b)      to ensure the transfer of the Shares and the
                                    Transferred Portfolio as agreed in this
                                    Agreement; and

                           (c)      to facilitate Closing;

                  (ii)     without prejudice to the generality of the foregoing,
                           do or permit to be done each and every act or thing
                           which the Purchasers may from time to time reasonably
                           require to be done for the purpose of enforcing WLP's
                           rights in the Shares and WOB's rights in the
                           Transferred Portfolio and effecting the sale and
                           purchase of the Shares and the assignment and
                           transfer of the Transferred Portfolio as agreed in
                           this Agreement and allow its name to be used when
                           reasonably required by any of the Purchasers for that
                           purpose; and

                  (iii)    allow the Purchasers and their respective agents,
                           upon reasonable notice, and during regular business
                           hours, reasonable access to, and to take copies of,
                           the books and records of or relating in whole or in
                           part to PLL and PLB, provided that the obligations of
                           the Sellers under this Clause shall not extend to
                           allowing access to information which is regarded as
                           confidential under applicable law,


                                      -15-

<PAGE>

         5.2.2    Clause 5.2.1 is subject to compliance at any time by the
                  Parties with the Luxembourg professional secrecy rules set out
                  in article 111-1 of the Luxembourg law of 6 December 1991 on
                  the insurance sector, as amended.

5.3      Termination - Breach of Clause 5.1

         Without prejudice to Clause 9.6 and without prejudice to its right to
         claim damages or other compensation, if prior to Closing any Seller is
         in material breach of its undertaking in Clause 5.1 and/or its
         obligations under Clause 5.2, the Purchasers shall be entitled by
         notice in writing to the Sellers to terminate this Agreement with
         immediate effect, if such breach (provided it can be cured) has not
         been cured within ten days of actual knowledge thereof by Sellers
         (other than Clauses 1, 11, 12 and 13).

6        CLOSING

6.1      Date and Place

         Subject to Clause 4, Closing shall take place in Luxembourg as soon as
         reasonably practicable following fulfillment or waiver of the
         condition(s) set out in Clause 4.1 and 4.2 respectively, or at such
         other location, time or date as may be agreed between the Parties, it
         being agreed that for Taxation and accounting purposes Closing shall be
         with retroactive effect on the last day of the month preceding Closing
         and it being further agreed that Closing of the sale of the Shares and
         Closing of the transfer of the Transferred Portfolio shall be
         considered individually for the purpose of this Clause.

6.2      Closing Events

         On Closing, the Parties shall comply with their respective obligations
         specified in Schedule 1. The Sellers may waive some or all of the
         obligations of the Purchasers as set out in Schedule I and the
         Purchasers may waive some or all of the obligations of the Sellers as
         set out in Schedule 1.

6.3      Title and Risk

         6.3.1    Title to the Shares and the Transferred Portfolio transferred
                  on Closing and the risk of loss or damage thereto shall pass
                  to the Purchasers on Closing.

         6.3.2    If any Seller received any payment, interest, notice, demand
                  or any other receipt in connection with the Transferred
                  Portfolio, it shall promptly notify the Purchasers thereof,
                  and where applicable, hold the same in trust for WOB.

7        POST-CLOSING OBLIGATIONS

7.1      The Sellers' Continuing Obligations

         Notwithstanding Closing, the Sellers shall from time to time:

         7.1.1    use their relationships with third party consultants
                  (including but not limited to those third parties disclosed to
                  Purchasers in respect of the provision of Information
                  Technology development and programming services) as they
                  existed on and immediately prior to the date of signature of
                  this Agreement to introduce the Purchasers to said third party
                  consultants as the Purchasers may request and to use best
                  endeavours to procure that said


                                      -16-

<PAGE>

                  third parties assist the Purchasers as the Purchasers may
                  request in carrying on the business that PLL and PLB carried
                  out on and immediately prior to the date of signature of this
                  Agreement and charge fees for any services rendered to the
                  Purchasers at a fair market price; Sellers make no
                  representation as to the quality of services rendered by any
                  such third party consultants;

         7.1.2    provide the Purchasers, upon request and in exchange for fees
                  which may be charged at a fair market price, with Resources
                  (as hereinafter defined) for the purpose of educating and
                  training the Purchasers' employees or designated
                  representatives to operate and develop the LIFEfit system with
                  existing PLL and/or PLB policies, and to integrate such system
                  with existing systems used by WOB or WLP, provided that such
                  Resources shall only be provided as reasonably and
                  occasionally necessary for a period not to exceed twelve (12)
                  months from the date of Closing. For the purposes of this
                  Clause 7.1.2, "Resources" shall be limited to telephonic
                  conference call support and responses to specific questions
                  regarding LIFEfit and its specific use with PLL's or PLB's
                  policy portfolio (which cannot be otherwise answered by
                  third-party consultants hired pursuant to Clause 7.1.1), as
                  provided by those representatives of SMC listed in Schedule 11
                  from SMC's office in Indianapolis, Indiana, USA, during
                  reasonable and customary business hours, and is specifically
                  intended to exclude programming, development, coding, or
                  modification services or any services that require a Resource
                  to be physically present in Luxembourg, Bermuda, or any place
                  other than SMC's headquarters:

         7.1.3    provide the Purchasers with the appropriate introductions, as
                  necessary, to any third-party owners or licensors of
                  Information Technology used by PLL and/or PLB at and
                  immediately prior to the date of signature of this Agreement,
                  such that Purchasers may independently negotiate, if they deem
                  it necessary or appropriate, with such owners or licensors
                  post-closing for sublicensing or franchising rights of such
                  Information Technology for other business purposes;

         7.1.4    give to the Purchasers such information and assistance as they
                  may reasonably require relating to PLL and/or PLB, said
                  companies' business, Employees, intermediaries, customers and
                  suppliers, said companies' current contracts and engagements
                  and their trade debtors and trade creditors, as well the
                  Intermediary Network and the Fund Custodians, and pass on any
                  trade enquiry which any Seller receives;

         7.1.5    execute such documents and perform such acts and things as the
                  Purchasers may reasonably require:

                  (i)      for the purpose of vesting in the Purchasers the full
                           benefit of any rights, powers, remedies, claims or
                           defences (including benefit without limitation rights
                           of set-off and counterclaim) which the Sellers may
                           have in relation to any claim or liability assumed by
                           the Purchasers or otherwise providing the benefit of
                           the same to the Purchasers;

                  (ii)     to enable any action, suit, prosecution, litigation,
                           proceedings, dispute or arbitration to which any of
                           the Sellers was a party or open to the Sellers and
                           which is continued or started by or against the
                           Purchasers; and

                  (iii)    to enable any judgment or award obtained by the
                           Sellers and not fully satisfied as at Closing, to the
                           extent it regards PLL and/or the Transferred
                           Portfolio and enforceable by the Sellers, to be
                           enforced by the Purchasers, whether by any of the
                           Purchasers joining itself as a defendant or by any of
                           the Purchasers consenting to any plaintiff concerned
                           joining it as a defendant or otherwise;


                                      -17-

<PAGE>

         7.1.6    communicate all or any of the Business Know-how to such
                  Employees of the Purchasers as the Purchasers may request;

         7.1.7    keep confidential and not disclose or make use of, and cause
                  any of their directors, auditors and Employees to keep
                  confidential and not to disclose or make use of, any part of
                  any confidential information regarding PLL, PLL's business,
                  the Transferred Policies issued by PLL and/or the holders
                  thereof, as per the professional secrecy rules set out in
                  article 111-1 of the Luxembourg law of 6 December 1991 on the
                  insurance sector, as amended;

         7.1.8    without prejudice to the generality of and except as otherwise
                  provided in this Clause 7.1 and excepting Intellectual
                  Property, Know-how or other information in the public domain
                  (otherwise than through unauthorised disclosure by the
                  Sellers), keep confidential and not disclose or make use of
                  any part of the Sellers' Intellectual Property to the extent
                  comprised in PLL and/or PLB;

         7.1.9    do all things reasonably necessary to assist the Purchasers,
                  at the sole cost and expense of Purchasers, in the prosecution
                  of all applications to register the Intellectual Property
                  comprised in PLL and/or PLB (whether such applications are
                  outstanding at Closing or made thereafter by the Purchasers)
                  and to establish, confirm or defend title to the Intellectual
                  Property

         7.1.10   retain for a period of ten (10) years from Closing any books,
                  records or other information relating to PLL and/or PLB which
                  are not delivered to the Purchasers pursuant this Agreement
                  and shall allow the Purchasers' reasonable access to such
                  books, records and information, provided that prior to any
                  access the Purchasers shall have given a confidentiality
                  undertaking in such terms as the Sellers may reasonably
                  require;

         7.1.11   comply with their obligations under Clause 10.

8        WARRANTIES

8.1      The Sellers' Warranties

         8.1.1    The Sellers warrant to the Purchasers on the date of signature
                  of this Agreement, that all the statements set out in Schedule
                  2 are true and accurate.

         8.1.2    The Sellers acknowledge that the Purchasers have entered into
                  this Agreement in reliance upon the Sellers' Warranties.

         8.1.3    Each of the Sellers' Warranties shall be separate and
                  independent and shall not be limited by reference to anything
                  in this Agreement.

8.2      Seller's Disclosures

         The Sellers' Warranties are subject to the specific matters which are
         fully and fairly disclosed in this Agreement, including Schedule 6,
         provided that such matters are disclosed in sufficient detail to enable
         the Purchasers to assess their impact on the transactions dealt with in
         this Agreement.


                                      -18-

<PAGE>

8.3      Notification

         If after the signing of this Agreement and before Closing:

         8.3.1    any Seller shall become aware that any of the Sellers'
                  Warranties was untrue or inaccurate in any material respect as
                  of the signing of this Agreement; or

         8.3.2    any event shall occur or matter shall arise of which any
                  Seller becomes aware which results or may result in any of the
                  Sellers' Warranties being untrue or inaccurate in any material
                  respect at Closing,

         the Sellers shall notify the Purchasers in writing as soon as
         practicable and in any event prior to Closing setting out full details
         of the matter and the Sellers shall make any investigation concerning
         the event or matter and take such action, at their own cost, as the
         Purchasers may reasonably require.

8.4      Updating of the Sellers' Warranties to Closing

         Subject to Clause 8.2, the Sellers further warrant to, and undertake
         with, the Purchasers that the Sellers' Warranties will be fulfilled
         down to and will be true and accurate in all respects at, and given as
         of, Closing as if they had been repeated at Closing.

8.5      The Seller's Waiver of Rights

         Save in the case of fraud, each of the Sellers undertakes to each of
         the Purchasers and to its respective directors, officers, agents and
         employees to waive any rights, remedies or claims which it may have in
         respect of any misrepresentation, inaccuracy or omission in or from any
         information or advice supplied or given by PLL and/or PLB or their
         respective directors, officers, agents or employees in connection with
         assisting the Sellers in the making of any representation, the giving
         of any Warranty or the preparation of Schedule 4.

8.6      Termination Rights

         8.6.1    If prior to Closing, any Seller is in material breach of any
                  Sellers' Warranty, the Purchasers shall be entitled (in
                  addition to and without the right to claim damages) by notice
                  in writing to the Sellers to terminate this Agreement with
                  immediate effect if such breach (provided it can be cured) has
                  not been cured within ten days of actual knowledge thereof by
                  Sellers (other than Clauses 1, 11, 12 and 13).

         8.6.2    Any failure by the Purchasers to exercise their right to
                  terminate this Agreement under Clause 8.6.1 shall not
                  constitute a waiver of any other rights of the Purchasers
                  arising out of any material breach of any Sellers' Warranty.

8.7      Sellers' Undertaking to Pay

         8.7.1    Without limiting the rights of any Purchaser to claim damages
                  for breach of any Sellers' Warranty on any basis, the Sellers
                  agree and undertake with the Purchasers in the case of a
                  breach of any Sellers' Warranty, to pay in cash to the
                  Purchasers a sum equal to the amount necessary to put PLL
                  and/or the Transferred Portfolio into the position which would
                  have existed had the Sellers' Warranty been true and accurate,
                  together with all costs and expenses (including, without
                  limitation, legal fees, experts' fees and consultants' fees on
                  an


                                      -19-

<PAGE>

                  indemnity basis and all costs and expenses incurred in the
                  recovery of the amounts payable under the claim for breach of
                  any Sellers' Warranty) incurred directly or indirectly as a
                  result of or in connection with the breach of any Sellers'
                  Warranty.

         8.7.2    Without prejudice to Clause 8.7.1, where the nature of the
                  breach of the Sellers' Warranty or the effect of the breach of
                  the Sellers' Warranty is that:

                  (i)      the value of an asset (including one warranted to
                           exist but not existing) of PLL and/or PLB is or
                           becomes less than its value would have been had there
                           been no breach of Sellers' Warranty or

                  (ii)     PLL and/or PLB has or incurs any liability or
                           increase in liability which would not have been
                           incurred if there had been no breach of Sellers'
                           Warranty,

                  the Sellers shall be liable to pay, in accordance with Clause
                  8.7.1, the full amount of such deficiency or diminution in
                  value of the relevant asset or of the relevant liability or
                  increase in liability. Provided, however, that Sellers shall
                  not be required to provide compensation for such deficiency or
                  diminution in value hereunder unless and until the aggregate
                  amount of all damages subject to recompense under this Clause
                  exceeds one hundred fifty thousand Dollars of the United
                  States of America (USD 150,000.) with the exception of Tax
                  matters.

         8.7.3    For the purpose of assessing the damages for any breach of the
                  Sellers' Warranty, the Sellers acknowledge that the Purchasers
                  enter into this Agreement with the intention that the business
                  comprised within PLL and the business of PLB transferred to
                  WOB will be continued as going concerns.

         8.7.4    Clause 13,9 shall apply mutatis mutandis to this Clause 8.7 as
                  if Clause 8.7 provided for an indemnity.

8.8      The Purchasers' Warranties and Continuing Obligations

         8.8.1    Each of the Purchasers warrants to each of the Sellers that
                  the statements set out in Schedule 3 are true and accurate.

         8.8.2    Each of the Purchasers further warrants to each of the Sellers
                  that the statements set out in Schedule 3 will be fulfilled
                  down to and will be true and accurate in all respects at
                  Closing as if they had been repeated at Closing.

         8.8.3    Each of the Purchasers' Warranties shall be separate and
                  independent and shall not be limited by reference to anything
                  in this Agreement.

         8.8.4    The Purchasers shall retain any books, records or other
                  information relating to PLL and/or PLB for a period of ten
                  (10) years after the date of Closing which are not otherwise
                  retained by Sellers pursuant to this Agreement, and shall
                  allow the Sellers reasonable access to such books, records and
                  information for the purpose of allowing Sellers to defend
                  themselves against any claims relating to the operation of PLL
                  and/or PLB which they engaged in prior to Closing, provided
                  that prior to any access the Sellers shall have given a
                  confidentiality undertaking in such terms as the Purchasers
                  may reasonably require; this clause is subject to the
                  Purchasers always complying with any applicable legislation,
                  including without being limited to any applicable secrecy
                  rules.


                                      -20-

<PAGE>

8.9      Survival, Limitations

         8.9.1    The representations and warranties of the Parties hereto
                  contained in this Agreement or in any certificate, instrument
                  or document delivered pursuant hereto shall survive the
                  Closing until the second (2nd) anniversary of the Closing Date
                  (such anniversary, the "Survival Date"). From and after the
                  Survival Date, no Party hereto or any shareholder, director,
                  officer, Employee or affiliate of such Party shall be under
                  any liability whatsoever (whether pursuant to this Section 8
                  or otherwise) with respect to any such representation or
                  warranty, except with respect to matters as to which notice
                  has been received in accordance with Section 9.1.

         8.9.2    With respect to tax matters, the representations and
                  warranties of the Parties hereto contained in this Agreement
                  shall survive the Closing until the expiration of all
                  applicable statutes of limitations (including all periods of
                  extension, whether automatic or permissive) in the case of the
                  representations and warranties of the Seller respectively set
                  forth in Section 12 of Schedule 2 of this Agreement.

         8.9.3    Provided, however, that Sellers shall not be required to
                  provide indemnification hereunder unless and until the
                  aggregate amount of all damages subject to indemnification
                  under this Agreement exceeds one hundred and fifty thousand
                  Dollars of the United States of America (USD 150,000.) with
                  the exception of Tax matters.

         8.9.4    Notwithstanding anything to the contrary contained herein, the
                  maximum amount that may be collected by Purchasers and their
                  affiliates and their respective officers, directors,
                  Employees, and agents as indemnification under this Agreement
                  shall not exceed fifty percent (50%) of the Purchase Price,
                  with the exception of Tax matters.

9        CLAIMS

9.1      Notification

         If any Purchaser becomes aware of any matter or circumstances that may
         give rise to a claim against any Seller, and has reasonable grounds for
         believing that such claim is recoverable, for breach of any Sellers'
         Warranty, the Purchasers shall within twenty (20) Business Days give a
         notice in writing to the Sellers setting out full details such details
         as are available of the specific matter or circumstances in respect of
         which the claim is made, the grounds for believing that such claim is
         recoverable and, if practicable, an estimate of the amount of Losses
         which are, or are to be, the subject of the claim (including any Losses
         which are contingent on the occurrence of any future event) in the
         manner provided. Failure to give notice within twenty (20) Business
         Days shall not prejudice any Purchaser except to the extent that the
         Seller's liability is thereby increased.

9.2      Commencement of Proceedings

         Any claim notified pursuant to Clause 9.1 shall (if it has not been
         previously satisfied, settled or withdrawn) be deemed to be withdrawn
         six (6) months after the notice is given to the Sellers pursuant to
         Clause 9.1 unless legal proceedings in respect of it (i) have been
         commenced by being both issued and served and (ii) are being and
         continue to be pursued with reasonable diligence.


                                      -21-

<PAGE>

9.3      Investigation by the Seller

         In connection with any claim notified by the Purchasers pursuant to
         Clause 9.1:

         9.3.1    the Purchasers shall allow any Seller and its respective
                  financial, accounting or legal advisers to investigate the
                  matter or circumstance alleged to give rise to such claim and
                  whether and to what extent any amount is payable in respect of
                  such claim; and

         9.3.2    the Purchasers shall give subject to their being paid all
                  reasonable third party costs and expenses, all such
                  information and assistance, including access to premises and
                  personnel, and the right to examine and copy or photograph any
                  assets, accounts, documents and records, as any Seller or its
                  respective financial, accounting or legal advisers may
                  reasonably request subject to the Purchasers always complying
                  with any applicable legislation, including without being
                  limited to any applicable secrecy rules, and subject to the
                  Sellers agreeing in such form as the Purchasers may require to
                  keep all such information confidential and to use it only for
                  the purpose of investigating and defending the claim in
                  question.

9.4      Procedure for Third Party Claims - Seller Control

         If the claim notified pursuant to Clause 9.1 is a result of or in
         connection with a claim by or liability to a third party then:

         9.4.1    no admission of liability shall be made by or on behalf of any
                  Purchaser and the claim shall not be compromised, disposed of
                  or settled without the consent of the Sellers, (such consent
                  not to be unreasonably withheld or delayed);

         9.4.2    subject to Clause 9.5 and subject to the Sellers indemnifying
                  the Purchasers against all Losses, the Sellers shall be
                  entitled at their own expense and in their absolute
                  discretion, by notice in writing to the Purchaser, for
                  themselves and as agent for the other Purchasers, to take such
                  action as they shall deem necessary to avoid, dispute, deny,
                  defend, resist, appeal, compromise or contest such claim or
                  liability (including, without limitation, making counterclaims
                  or other claims against third parties) in the name of and on
                  behalf of the Purchasers and to have the conduct of any
                  related proceedings, negotiations or appeals; and

         9.4.3    the Purchasers shall give, subject to their being paid all
                  reasonable costs and expenses, all such information and
                  assistance including access to premises and personnel, and the
                  right to examine and copy or photograph any assets, accounts,
                  documents and records, as the Sellers may reasonably request
                  for the purpose referred to in Clause 9.4.2, including
                  instructing such professional or legal advisers as the Sellers
                  may nominate to act on behalf of the Purchasers, but in
                  accordance with the Seller's instructions;

         9.4.4    the Sellers shall, or shall procure that, the Purchasers are
                  kept fully informed of all relevant matters relating to the
                  claim and shall promptly forward or procure to be forwarded to
                  the Purchasers copies of all correspondence and other written
                  communications relating to the claim; and


                                      -22-

<PAGE>

         9.4.5    the Sellers shall consult as fully as reasonably practicable
                  with the Purchasers in relation to the conduct of any
                  proceedings arising out of the claim and shall not make any
                  admission of liability, agreement, settlement or compromise
                  with any third party without the prior written consent of the
                  Purchasers (such consent not to be unreasonably withheld or
                  delayed).

9.5      Exception

         The Sellers shall not be entitled to take the action referred to in
         Clause 9.4.2, if the Purchasers reasonably consider that such action
         may be unduly onerous or materially prejudicial to them or to their
         business and the Purchasers notify the Sellers in writing clearly
         stating their reasons to that effect within twenty (20) Business Days
         of the Sellers' notification referred to in Clause 9.4.2.

9.6      Procedure for Third Party Claims - Purchaser Control

         If the claim in question is a result of or in connection with a claim
         by or liability to a third party then:

         9.6.1    subject to Clause 9.7 and subject to the Sellers indemnifying
                  the Purchasers against all Losses which may be incurred, the
                  Purchasers shall take such action as the Sellers may
                  reasonably request to avoid, dispute, deny, defend, resist,
                  appeal, compromise or contest such claim;

         9.6.2    the Purchasers may admit, compromise, dispose of or settle
                  such claim if the Sellers unreasonably delay making a request
                  pursuant to Clause 9.6.1, provided that the Purchasers have
                  notified the Sellers of their intention to deal with such
                  claim and have given the Sellers a period of twenty (20)
                  Business Days to respond;

         9.6.3    if the Sellers make any request pursuant to Clause 9.6.1, the
                  Purchasers shall take all reasonable steps to procure that the
                  Sellers are provided on reasonable notice with all material
                  correspondence and documentation relating to the claim as the
                  Sellers may reasonably request subject to the Sellers agreeing
                  in such form as the Purchasers may require to keep all such
                  correspondence and information confidential and to use it only
                  for the purpose of dealing with the relevant claim.

9.7      Exception

         Neither Sellers nor Purchasers shall be required to take any action,
         which they reasonably consider may be unduly onerous or materially
         prejudicial to them or to their business.

10       RESTRICTIONS ON THE SELLERS NON COMPETITION

10.1     Restrictions

         The Sellers undertake with the Purchasers and PLL that the Sellers will
         not and will procure that none of their related companies, such as
         without being limited to any parent company, sister company and/or
         subsidiary, their directors, officers and/or Employees, as well as the
         directors, officers and/or Employees of their related companies,
         including without being limited to any parent company, sister company
         and/or subsidiary, will, and will procure that no person, firm or
         company, carrying on with the consent of any Seller and business in


                                      -23-

<PAGE>

         succession to the Sellers, will, in any capacity during the Restricted
         Period:

         10.1.1   carry on, be engaged in or be economically interested in any
                  business which is of the same or similar type to the business
                  of PLL and/or PLB as now carried on and which is or is likely
                  to be in competition with any part of the business of PLL
                  and/or WOB as now carried on and as carried on immediately
                  after closing nor be concerned or interested in any such
                  business;

         10.1.2   canvass or solicit the customer of any person, firm or company
                  who has within five years prior to Closing been a regular
                  customer in relation to a Restricted Activity; or

         10.1.3   canvass or solicit the services of any person, firm or company
                  who has within five years prior to Closing been a regular
                  insurance intermediary of PLL and/or PLB; or

         10.1.4   induce or seek to induce any present Restricted Employee to
                  become employed whether as employee, consultant or otherwise
                  by any of the Sellers, whether or not such Restricted Employee
                  would thereby commit a breach of his contract of service.

10.2     Interpretation

         The following terms shall have the following meanings respectively in
         this Clause 10:

         10.2.1   "RESTRICTED ACTIVITY" means any business of selling
                  unit-linked insurance policies within Europe, which is now
                  carried on or which is directly competitive with the business
                  as now carried on by the Sellers in connection with PLL and/or
                  PLB;

         10.2.2   "RESTRICTED EMPLOYEE" means any Employee who (a) has access to
                  trade secrets or other confidential information of the
                  Sellers; (b) has participated in discussions relating to the
                  transaction pursuant to this Agreement; or (c) is a Senior
                  Employee;

         10.2.3   "RESTRICTED PERIOD" means five (5) years commencing on Closing
                  or such period of time recognised by applicable law as being
                  binding on the Sellers.

10.3     Reasonableness of Restrictions

         The Sellers agree that the restrictions contained in this Clause are no
         greater than are reasonable and necessary for the protection of the
         interest of the Purchasers but if any such restriction shall be held to
         be void but would be valid if deleted in part or reduced in
         application, such restriction shall apply with such deletion or
         modification as may be necessary to make it valid and enforceable.

10.4     Penalties

         10.4.1   In case of breach of the Sellers' obligations under this
                  Clause 10, the Sellers must pay to the Purchasers a penalty in
                  the amount of twenty percent (20%) of the higher amount of all
                  premiums cashed by and the turn over of, the person, firm or
                  company that causes the Sellers to be in breach of the
                  provisions of this Clause 10, during the time period during
                  which such person, firm or company causes the Sellers to be in
                  breach thereof.

         10.4.2   The Purchasers reserve the right to claim damages exceeding
                  the amount of penalty provided for in Clause 10.4.1 and
                  payment of any penalty under this Clause 10.4 shall not affect
                  the right of the Purchasers to require specific performance
                  from the Sellers.


                                      -24-

<PAGE>

10.5     Exception for Continuing Operation of PLB

         The Parties hereby agree and acknowledge that it is anticipated that
         the Sellers will run off the existing business of PLB at the date of
         signature of this Agreement that is not transferred to the Purchasers.
         Accordingly, the provisions of Clauses 10.1 through 10.4 shall not
         apply to the Sellers to the extent they are required to engage in any
         actions contrary to such Clauses which are reasonably necessary in the
         course of ordinary business to continue during a reasonable time period
         to administer the policies of PLB existing at the date of signature of
         this Agreement which are not part of the Transferred Portfolio in the
         course of the above mentioned run off.

11       GUARANTEE

11.1     Sellers' Guarantee

         11.1.1   The Sellers unconditionally and irrevocably guarantee to the
                  Purchasers and PLL the due and punctual performance and
                  observance of all their obligations, commitments,
                  undertakings, warranties and indemnities under or pursuant to
                  this Agreement or any Local Transfer Documents and Procedures
                  ("Sellers' Guaranteed Obligations") and agree to indemnify the
                  Purchasers and/or PLL against all Losses which the Purchasers
                  may suffer through or arising from any breach by any of the
                  Sellers of the Sellers' Guaranteed Obligations.

         11.1.2   If and whenever any of the Sellers defaults for any reason
                  whatsoever in the performance of any of the Sellers'
                  Guaranteed Obligations, the Sellers shall forthwith upon
                  demand unconditionally perform (or procure performance of) and
                  satisfy (or procure the satisfaction of) the Sellers'
                  Guaranteed Obligations in regard to which such default has
                  been made in the manner prescribed by this Agreement and so
                  that the same benefits shall be conferred on the Purchasers
                  and/or on PLL as they would have received if the Sellers'
                  Guaranteed Obligations had been duly performed and satisfied
                  by the Sellers.

         11.1.3   The Sellers, subject to the terms and limitations contained in
                  Clause 8.9, further unconditionally and irrevocably agree to
                  indemnify the Purchasers and/or PLL against all Losses which
                  the Purchasers may suffer through or arising from:

                  (i)      the Sellers and/or PLL having breached prior to
                           Closing, To The Knowledge of Sellers, any applicable
                           law, including without being limited to, any
                           regulatory requirements to conduct their business, to
                           operate as an insurance undertaking and/or to sell
                           their insurance products in the relevant
                           jurisdictions, and the professional secrecy rules set
                           out in article 111-1 of the Luxembourg law of 6
                           December 1991 on the insurance sector, such as
                           amended; and

                  (ii)     the outstanding options granted to some of the
                           Employees of PLL.

         11.1.4   This guarantee is to be a continuing guarantee and accordingly
                  is to remain in force until all Sellers' Guaranteed
                  Obligations shall have been performed or satisfied. This
                  guarantee is in addition to and without prejudice to and not
                  in substitution for any rights or security, which the
                  Purchaser may now or hereafter have or hold for the
                  performance and observance of the Sellers' Guaranteed
                  Obligations.


                                      -25-

<PAGE>

         11.1.5   As a separate and independent stipulation the Sellers agree
                  that any of the Sellers' Guaranteed Obligations (including,
                  without limitation, any moneys payable) which may not be
                  enforceable against or recoverable from any of the other
                  Sellers by reason of any legal limitation, disability or
                  incapacity on or of any of the Sellers or any other fact or
                  circumstances (other than any limitation imposed by this
                  Agreement or Local Transfer Documents and Procedures) shall
                  nevertheless be enforceable against and recoverable from the
                  Sellers as though the same had been incurred by the Sellers
                  and the Sellers were the sole or principal obligor in respect
                  thereof and shall be performed or paid by the Sellers on
                  demand.

         11.1.6   The Liability of the Sellers under this Clause 11.1 shall not
                  be released or diminished by any variation of the Sellers'
                  Guaranteed Obligations or any forbearance, neglect or delay in
                  seeking performance of the Sellers' Guaranteed Obligations or
                  any granting of time for such performance and shall not be
                  affected or impaired by reason of any other fact or event
                  which in the absence of this provision would or might
                  constitute or afford a legal or equitable discharge or release
                  or a defence to the a guarantor.

11.2     Tax and Social Security Indemnity

         The Sellers shall

         11.2.1   indemnify the Purchasers against the reasonable costs of
                  preparing and filing any returns or declarations in respect of
                  all Taxes including corporate taxes, VAT, payroll taxes and
                  social security contributions, due by PLL, Mr Whicher, Mr
                  Formosa and Mr Griffiths in the course of PLL's business run
                  at and immediately prior to the date of signature of this
                  Agreement, for all periods of assessment which end on or
                  before Closing as well as for all periods of assessment which
                  commence before and end after Closing, these costs being
                  determined by an independent tax adviser as agreed between
                  Sellers and Purchasers; for any returns or declarations with
                  respect to all periods of assessment commencing before and
                  ending after Closing, the costs of preparing and filing these
                  returns or declarations shall be split pro rata tempore
                  between the Purchasers and the Sellers considering the time
                  period before Closing and the time period after Closing;

         11.2.2   pay directly or promptly reimburse the Purchasers and
                  indemnify and hold the Purchasers harmless against and from
                  all Taxes including penalties and late interest payments due
                  by PLL, Mr Whicher, Mr Formosa and Mr Griffiths, for all
                  periods of assessment which end on or before the date of
                  signature of this Agreement and with respect to any period of
                  assessment commencing before that date and ending after that
                  date; any payment under this provision shall be made within
                  ten (10) Business Days of the formal notification of the tax
                  assessment by the Purchasers to the Sellers; any payment not
                  made within such time period shall be subject to an interest
                  charge of 6% percent per annum;

         11.2.3   assist the Purchasers in preparing any returns or declaration
                  referred to in Clause 11.2.1 above; and

         11.2.4   cooperate fully in preparing for any audits of, or disputes
                  with the tax authorities regarding any returns or declaration
                  filed or to be filed in respect of periods of assessments
                  referred to in Clause 11.2.1 above.

         11.2.5   The provisions of this Section 11.2 shall be subject to the
                  right of the Sellers, upon the granting of prior notice to the
                  Purchasers of their intent to do so, to participate in and/or
                  contest or appeal, through appropriate procedural channels,
                  any proceedings


                                      -26-

<PAGE>

                  with any taxation authority which has assessed or expressed
                  its intention to assess any tax or penalty referred to in
                  Clause 11.2.1 above, without however being authorised to take
                  any action regarding such proceedings without the prior
                  written approval from the Purchasers. The provisions of this
                  Section 11.2 shall be subject to the right of Sellers, upon
                  the granting of prior notice to Purchasers of their intent to
                  do so, as far as legal, to participate in and /or contest or
                  appeal, through appropriate procedural channels, any
                  proceedings with any taxation, authority which has assessed or
                  expressed its intention to assess any tax or penalty referred
                  to in Clause 11.2.1 above. Moreover, the Purchasers undertake
                  to challenge any assessment of taxes or intention to assess
                  any tax which may give rise to liability for reimbursement by
                  the Sellers by whatever tax authorities in any case where (1)
                  the Purchasers and the Sellers agree that the assessment may
                  be reasonably challenged and (2) the Purchasers intend to seek
                  indemnification from the Sellers.

11.3     Reputational Damage

         11.3.1   DEFINITION

         A "REPUTATIONAL DAMAGE" occurs on the side of the Purchasers when a
         Credit Suisse Group unit or Employee is facing public outrage,
         critique, allegations for supposedly violating applicable legislation,
         governmental or para governmental regulations.

         11.3.2   COMMITMENT OF SELLERS IN THE EVENT OF A REPUTATIONAL DAMAGE

         In the event that the Purchasers suffer Reputational Damage based on an
         occurrence related to the time prior to Closing as well as to the
         transaction contemplated by this Agreement, the Sellers shall give any
         necessary support to the Purchasers in order to prevent, reduce, or
         limit the reputational damage of the Purchasers or any other Credit
         Suisse Group unit or Employee, such as, without being limited to, by
         assisting in the clarification of the facts or issuing respective media
         statements or any other appropriate measures deemed to be necessary by
         the Purchasers.

11.4     The Purchasers' Guarantee

         11.4.1   The Purchasers unconditionally and irrevocably guarantee to
                  the Sellers the due and punctual performance and observance of
                  all their obligations, commitments, undertakings, warranties
                  and indemnities under or pursuant to this Agreement or any
                  Local Transfer Documents and Procedures (the "PURCHASERS'
                  GUARANTEED OBLIGATIONS").

         11.4.2   If and whenever any of the Purchasers defaults for any reason
                  whatsoever in the performance of any of the Purchasers'
                  Guaranteed Obligations, the Purchasers shall forthwith upon
                  demand unconditionally perform (or procure performance of) and
                  satisfy (or procure the satisfaction of) the Purchasers'
                  Guaranteed Obligations with regard to which such default has
                  been made in the manner prescribed by this Agreement and so
                  that the same benefits shall be conferred on the Sellers as
                  they would have received if the Purchasers' Guaranteed
                  Obligations had been duly performed and satisfied by the
                  Sellers.

         11.4.3   This guarantee is to be a continuing guarantee and accordingly
                  is to remain in force until all of the Purchasers' Guaranteed
                  Obligations shall have been performed or satisfied. This
                  guarantee is in addition to and without prejudice to and not
                  in substitution for any rights or security, which the Sellers
                  may now or hereafter have or hold for the performance and
                  observance of the Purchasers' Guaranteed Obligations.


                                      -27-

<PAGE>

         11.4.4   As a separate and independent stipulation the Purchasers agree
                  that any of the Purchasers' Guaranteed Obligations (including,
                  without limitation, any moneys payable) which may not be
                  enforceable against or recoverable from any of the other
                  Purchasers by reason of any legal limitation, disability or
                  incapacity on or of any of the Purchasers or any other fact or
                  circumstances (other than any limitation imposed by this
                  Agreement or Local Transfer Documents and Procedures) shall
                  nevertheless be enforceable against and recoverable from the
                  Purchasers as though the same had been incurred by the
                  Purchasers and the Purchasers were the sole or principal
                  obligor in respect thereof and shall be performed or paid by
                  the Purchasers on demand.

         11.4.5   The liability of the Purchasers under Clause 11 shall not be
                  released or diminished by any variation of the Purchasers'
                  Guaranteed Obligations or any forbearance, neglect or delay in
                  seeking performance of the Purchasers' Guaranteed Obligations
                  or any granting of time for such performance and shall not be
                  affected or impaired by reason of any other fact or event
                  which in the absence of this provision would or might
                  constitute or afford a legal or equitable discharge or release
                  or a defence to the guarantor.

12       CONFIDENTIALITY

12.1     Announcements

         No announcement or circular in connection with the existence or the
         subject matter of this Agreement shall be made or issued by or on
         behalf of any Seller or Purchaser or any member of the Seller's Group
         or the Purchaser's Group without the prior written approval of the
         Sellers and the Purchasers. This shall not affect any announcement or
         circular required by law or any regulatory or other governmental body
         or the rules of any recognised stock exchange on which the shares of
         either party are listed but the party with an obligation to make an
         announcement or issue a circular shall consult with the other party
         insofar as is reasonably practicable before complying with such an
         obligation.

12.2     Confidentiality

         12.2.1

                  (i)      Subject to Clause 12.1 and Clause 12.2.3, each of the
                           Sellers and Purchasers shall, and shall procure that
                           its respective parent companies and/or subsidiaries,
                           if any, shall, treat as strictly confidential and not
                           disclose or use any information received or obtained
                           as a result of entering into this Agreement (or any
                           agreement entered into pursuant to this Agreement)
                           which relates to:

                           (a)      the provisions of this Agreement and any
                                    agreement entered into pursuant to this
                                    Agreement;

                           (b)      the negotiations relating to this Agreement
                                    (and any such other agreement); or

                  (ii)     Without prejudice to Clause 7.1.5, each of the
                           Sellers shall and shall procure that its respective
                           subsidiaries shall, treat as strictly confidential
                           and not disclose or use any information relating to
                           the Purchasers' and their respective subsidiaries'
                           business, financial or other affairs (including
                           future plans and targets).


                                      -28-

<PAGE>

                  (iii)    Without prejudice to Clause 7.1.5, each of the
                           Purchasers shall and shall procure that its
                           respective subsidiaries shall, treat as strictly
                           confidential and not disclose or use any information
                           relating to the Sellers' and their respective
                           subsidiaries' business, financial or other affairs
                           (including future plans and targets).

         12.2.2   Clause 12.2.1 shall not prohibit disclosure or use of any
                  information if and to the extent:

                  (i)      the disclosure or use is required by law, any
                           regulatory body or any recognised stock exchange on
                           which the shares of either Party are listed;

                  (ii)     the disclosure or use is required to vest the full
                           benefit of this Agreement in either Party;

                  (iii)    the disclosure or use is required for the purpose of
                           any judicial proceedings arising out of this
                           Agreement or any other agreement entered into under
                           or pursuant to this Agreement or the disclosure is
                           made to a Tax Authority in connection with the Tax
                           affairs of the disclosing party;

                  (iv)     the disclosure is made to professional advisers of
                           the Sellers or the Purchasers on terms that such
                           professional advisers undertake to comply with the
                           provisions of Clause 12.2.1 in respect of such
                           information as if they were a party to this
                           Agreement;

                  (v)      the information becomes publicly available (other
                           than by breach of this Agreement);

                  (vi)     the other party has given prior written approval to
                           the disclosure or use; or

                  (vii)    the information is independently developed after
                           Closing,

                  provided that prior to disclosure or use of any information
                  pursuant to Clause 12.2.2(i), (ii) or (iii), the Party
                  concerned shall promptly notify the other relevant Party of
                  such requirement with a view to providing the other party with
                  the opportunity to contest such disclosure or use or otherwise
                  to agree the timing and content of such disclosure or use.

         12.2.3   On each Closing, the Sellers shall assign to the Purchasers,
                  to the extent permitted by the terms of the relevant
                  agreement, the benefit of any confidentiality agreements
                  entered into by the Sellers in relation to PLL and/or PLB.

12.3     Return of Documents

         If Closing does not take place by 30 September 2002 or such later date
         as the Sellers and Purchasers may agree, the Purchasers shall, subject
         to the Purchasers always complying with any applicable legislation,
         forthwith make reasonable efforts to:

         12.3.1   return all written information of or relating to the Sellers
                  and PLL provided to the Purchasers or their advisers (the
                  "CONFIDENTIAL INFORMATION") which is in the Purchasers'
                  possession or under the custody and control of the Purchasers
                  without keeping any copies thereof;


                                      -29-

<PAGE>

         12.3.2   destroy all information, analyses, compilations, notes,
                  studies, memoranda or other documents derived from, containing
                  or reflecting Confidential Information; and

         12.3.3   so far as it is practicable to do so (but, in any event,
                  without prejudice to the obligations of confidentiality
                  contained in this Agreement,) expunge any confidential
                  information from any computer, word processor or other device
                  in the Purchasers' possession or under the Purchasers' custody
                  and control.

13       OTHER PROVISIONS

13.1     Further Assurances

         Each of the Parties shall from time to time execute such documents and
         perform such acts and things as any other Party may reasonably require
         to transfer the Shares and the Transferred Portfolio to the Purchasers
         and to give any party the full benefit of this Agreement and any Local
         Transfer Documents and Procedures.

13.2     Whole Agreement

         13.2.1   This Agreement contains the whole agreement between the
                  Sellers and Purchasers relating to the subject matter of this
                  Agreement at the date hereof to the exclusion of any terms
                  implied by law which may be excluded by contract and
                  supersedes any previous written or oral agreement between the
                  Sellers and Purchasers in relation to the matters dealt with
                  in this Agreement.

         13.2.2   Each of the Purchasers acknowledges that it has not been
                  induced to enter this Agreement by any representation,
                  warranty or undertaking not expressly incorporated into it.

         13.2.3   So far as is permitted by law and except in the case of fraud,
                  each of the Sellers and Purchasers agrees and acknowledges
                  that its only right and remedy in relation to any
                  representation, warranty or undertaking made or given in
                  connection with this Agreement shall be for breach of the
                  terms of this Agreement to the exclusion of all other rights
                  and remedies (including those in tort or arising under
                  statute).

         13.2.4   In Clauses 13.2.1 to 13.2.3, "this Agreement" includes all
                  documents entered into pursuant to this Agreement.

13.3     Successors and Assigns

         13.3.1   Subject to Clause 13.3.2, this Agreement is personal to each
                  of the Sellers and Purchasers to it. Accordingly, no Purchaser
                  and no Seller may, without the prior written consent of the
                  other Sellers and Purchasers, assign, hold on trust or
                  otherwise transfer the benefit of all or any of the other's
                  obligations under this Agreement, nor any benefit arising
                  under or out of this Agreement.

         13.3.2   Except as otherwise expressly provided in this Agreement, a
                  Seller or Purchaser may, without the consent of the other
                  Sellers and Purchasers, assign to a subsidiary the benefit of
                  all or any of the other Party's obligations under this
                  Agreement provided however that such assignment shall not be
                  absolute but shall be expressed to have effect only for so
                  long as the assignee remains a subsidiary of the Party
                  concerned.


                                      -30-

<PAGE>

         13.3.3   For the avoidance of doubt, any Purchaser shall continue to be
                  entitled to claim against any Seller for breach of this
                  Agreement, if the Purchasers disposed of any part of the
                  Shares and/or the Transferred Portfolio after the date of this
                  Agreement or ceased to be the owner of any part of the Shares
                  and/or the Transferred Portfolio.

13.4     Variation

         No variation of this Agreement shall be effective unless in writing and
         signed by or on behalf of each of the Sellers and Purchasers to this
         Agreement.

13.5     Time of the Essence

         Time shall be of the essence of this Agreement both as regards any
         dates, times and periods mentioned and as regards any dates, times and
         periods that may be substituted for them in accordance with this
         Agreement or by agreement in writing between the Sellers and
         Purchasers.

13.6     Method of Payment

         13.6.1   Wherever in this Agreement provision is made for the payment
                  by one Party to another, such payment shall be effected net of
                  any banking fees or charges for the beneficiary by crediting
                  for same day value the account specified by the Party entitled
                  to the payment (reasonably in advance and in sufficient detail
                  to enable payment by telegraphic or other electronic means to
                  be effected) on or before the due date for payment.

         13.6.2   Payment of such sum shall be a good discharge to the payer
                  (and those on whose behalf such payment is made) of its
                  obligation to make such payment and the payer (and those on
                  whose behalf such payment is made) shall not be obliged to see
                  to the application of the payment as between those on whose
                  behalf the payment is received.

         13.6.3   Without prejudice to Clauses 13.6.1 and 13.6.2, wherever in
                  this Agreement provision is made for a payment by any Seller
                  to any Purchaser such payment shall be made by the Seller for
                  itself and as agent for the other Sellers to the Purchaser for
                  itself and as agent for the other Purchasers.

         13.6.4   Without prejudice to Clauses 13.6.1 and 13.6.2, wherever in
                  this Agreement provision is made for a payment by any
                  Purchaser to any Seller such payment shall be made by the
                  Purchaser for itself and as agent for the other Purchasers to
                  the Seller for itself and as agent for the other Sellers.

13.7     Costs

         13.7.1   The Sellers shall bear all costs incurred by them in
                  connection with the preparation, negotiation and execution of
                  this Agreement, the Local Transfer Documents and Procedures
                  and the sale of the Shares and the Transferred Portfolio.

         13.7.2   The Purchasers shall bear all such costs incurred by them in
                  connection with the preparation, negotiation and execution of
                  this Agreement, the Local Transfer Documents and Procedures
                  and the purchase of the Shares and the Transferred Portfolio.


                                      -31-

<PAGE>

13.8     Interest

         If any Seller or any Purchaser defaults in the payment when due of any
         sum payable under this Agreement, the Local Transfer Documents and
         Procedures (howsoever determined), the liability of the Sellers or the
         Purchasers (as the case may be) shall be increased to include interest
         on such sum from the date when such payment is due until the date of
         actual payment (as well after as before judgment) at a rate per annum
         of one per cent (1%) above LIBOR from time to time. Such interest shall
         accrue from day to day and shall be compounded with monthly rests.

13.9     Grossing-up of Indemnity Payments, VAT

         13.9.1   Where any payment is made under this Agreement pursuant to an
                  indemnity, compensation or reimbursement provision and that
                  sum is subject to a charge to Taxation in the hands of the
                  recipient (other than Taxation attributable to a payment being
                  properly treated as an adjustment to the consideration paid by
                  the Purchasers) the sum payable shall be increased to such sum
                  as will ensure that after payment of such Taxation (and after
                  giving credit for any tax relief available to the recipient in
                  respect of the matter giving rise to the payment) the
                  recipient shall be left with a sum equal to the sum that it
                  would have received in the absence of such a charge to
                  taxation.

         13.9.2   Where any sum (the "INDEMNITY SUM") constituting an indemnity,
                  compensation or reimbursement to any Party is paid to a person
                  other than the Party but is treated as taxable in the hands of
                  the Party the payer shall promptly pay to the Party such sum
                  as shall reimburse the Party for all Taxation suffered by it
                  in respect of the payment (after giving credit for any tax
                  relief available to the Party in respect of the matter giving
                  rise to the payment).

         13.9.3   Where under the terms of this Agreement one Party is liable to
                  indemnify or reimburse another Party in respect of any costs,
                  charges or expenses, the payment shall include an amount equal
                  to any VAT thereon not otherwise recoverable by the other
                  Party, subject to that Party using all reasonable endeavours
                  to recover such amount of VAT as may be practicable.

13.10    Notices

         13.10.1  Any notice, claim or demand in connection with this Agreement
                  shall be in writing (a "Notice") and shall be sufficiently
                  given or served if delivered or sent:

                  in the case of any of the Sellers to:

                  STANDARD MANAGEMENT CORPORATION,

                  Indianapolis (U.S.A.), Indiana 46280, 10689 N. Pennsylvania

                  Fax: +1-317-574-6227

                  Attention: Mr Ronald D. Hunter, Chairman, President & CEO


                                      -32-

<PAGE>

                  With a copy to: Mr Stephen M. Coons

                  Indianapolis (U.S.A.), Indiana 46280, 10689 N. Pennsylvania

                  Fax: (317) 574-6227

                  in the case of any of the Purchasers and/or PLL to:

                  WINTERTHUR LIFE,

                  CH-8401 Winterthur (Switzerland), Theaterstrasse 17,

                  Fax: +41-52-261-5288

                  Attention: Mr Peter Angehrn and Mr Fintan Nunes

                  or to such other address, fax number or addressee as is
                  notified in writing by the Sellers or the Purchasers to the
                  other.

         13.10.2  Any Notice may be delivered by hand or, sent by courier, fax
                  or registered letter. Without prejudice to the foregoing, any
                  Notice shall conclusively be deemed to have been received on
                  the next working day in the place to which it is sent, if sent
                  by courier or fax, or 60 hours from the time of posting, if
                  sent by registered letter, or at the time of delivery, if
                  delivered by hand.

13.11    Invalidity

         If any provision in this Agreement shall be held to be illegal, invalid
         or unenforceable, in whole or in part, under any enactment or rule of
         law, such provision or part shall to that extent be deemed not to form
         part of this Agreement but the legality, validity or enforceability of
         the remainder of this Agreement shall not be affected.

13.12    Counterparts

         This Agreement is entered into in as many originals as are Parties to
         this Agreement, all of which are signed by all Parties and all of
         which, taken together, shall constitute one and the same instrument.
         Each of the Parties declares to have received one executed original.

13.13    Governing Law and Submission to Jurisdiction

         13.13.1  This Agreement and the documents to be entered into pursuant
                  to it, save as expressly referred to therein, shall be
                  governed by and construed in accordance with Luxembourg law.

         13.13.2  The Sellers and Purchasers irrevocably agree that the courts
                  of Luxembourg-City are to have exclusive jurisdiction to
                  settle any dispute which may arise out of or in connection
                  with this Agreement and the documents to be entered into
                  pursuant to it and that accordingly any proceedings arising
                  out of or in connection with this Agreement and the documents
                  to be entered into pursuant to it shall be brought in such
                  courts. The Sellers and Purchasers irrevocably submit to the
                  jurisdiction of such courts and waive any objection to
                  proceedings


                                      -33-

<PAGE>

                  in any such court on the ground of venue or on the ground that
                  proceedings have been brought in an inconvenient forum.


                                      -34-

<PAGE>

IN WITNESS whereof this Agreement has been duly executed.

SIGNED BY Mr. Stephen Coons
Executive Vice President and Secretary                         }
on behalf of Standard Management Corporation

SIGNED by Mr. Stephen Coons,
Manager, and Mr. Patrick Whicher,
Manager,                                                       }
on behalf of Standard Management
International S.ar.I

SIGNED BY Mr. Stephen Coons
Executive Vice President and Secretary                         }
on behalf of Standard Management Financial
Corporation

SIGNED by Mr. Patrick Whicher,
Managing Director,                                             }
on behalf of Premier Life (Bermuda) Ltd.

SIGNED by Mr. Peter Angehrn,
Executive Board Member [Operations]
and Mr. Fintan Nunes, Head of Cross                            }
Border Business,
on behalf of Winterthur Life

SIGNED by Mr Peter Angehrn
Executive Board Member [Operations]
and Mr Fintan Nunes, Head of Cross                             }
Border Business,
on behalf of Winterthur Life


                                      -35-

<PAGE>

                                   SCHEDULE 1
                               CLOSING OBLIGATIONS

SELLERS' GENERAL OBLIGATIONS

         On each Closing, each of the Sellers shall deliver or make available to
         the Purchasers or as the Purchasers may direct the following:

         1.1.1    evidence of the due fulfilment of the conditions set out in
                  Clause 4 for which the Sellers are responsible;

         1.1.2    evidence that the Sellers are authorised to execute this
                  Agreement;

         1.1.3    evidence that the Sellers are authorised to execute and/or
                  fulfil the Local Transfer Documents and Procedures;

         1.1.4    one or several legal opinions from the Sellers' local counsel
                  stating with respect to each of them as well as PLL that:

                  (i)      each of the Sellers has been validly incorporated, is
                           duly organised and is existing under its applicable
                           laws;

                  (ii)     each of the Sellers has the corporate power to enter
                           into and perform this Agreement as well as any Local
                           Transfer Documents and Procedures;

                  (iii)    each of the Sellers has taken all necessary corporate
                           action to authorise its entry into and performance of
                           this Agreement as well as any Local Transfer
                           Documents and Procedures;

                  (iv)     this Agreement as well as any Local Transfer
                           Documents and Procedures have been validly signed by
                           each of the Sellers.

                  (v)      all governmental or regulatory consents, approvals or
                           authorisations required by each of the Sellers under
                           the applicable law for its entry into and performance
                           of this Agreement have been obtained;

                  (vi)     under any applicable law, there are no registration,
                           filing or similar formalities required to ensure the
                           validity, binding effect and enforceability against
                           each of the Sellers of this Agreement as well as any
                           Local Transfer Documents and Procedures;

                  (vii)    the entry into and performance of this Agreement as
                           well as any Local Transfer Documents and Procedures
                           by each of the Sellers does neither violate any
                           applicable law nor the relevant constitutive
                           documents of each of the Sellers;

                  (viii)   under any applicable law, the choice of Luxembourg
                           law as the governing law of the Agreement will be
                           recognised in the applicable jurisdiction and
                           accordingly Luxembourg law governs the validity,
                           binding effect and enforceability against each of the
                           Sellers of the Agreement;


                                      -36-

<PAGE>

                  (ix)     a final and conclusive judgement for the payment of
                           money rendered by a court in Luxembourg which is
                           enforceable in Luxembourg will be recognised and
                           enforceable by any applicable courts without review
                           of its merits;

                  (x)      no stamp duty or ad valorem registration or similar
                           tax is payable under any applicable law in connection
                           with the parties entering into this Agreement.

2        TRANSFER OF SHARES AND TRANSFERRED PORTFOLIO

2.1      GENERAL OBLIGATIONS

         On each Closing, the Sellers and the Purchasers shall execute Local
         Transfer Documents and Procedures as required to validly sell the
         Shares and validly assign and transfer the Transferred Portfolio as
         agreed under this Agreement.

2.2      SPECIFIC OBLIGATIONS

         2.2.1    For the purposes of compliance with paragraph 2.1 as it
                  relates to the purchase of the Shares, the Sellers shall
                  deliver or make available to the Purchasers the following:

                  (i)      evidence that the conditions precedents set out in
                           Clause 4.1 of the Agreement which are of the Sellers'
                           responsibility are met;

                  (ii)     the shareholders register of PLL reflecting the
                           transfer of the Shares to WLP and the cancellation of
                           the share certificates issued to SMI and Mr Whicher
                           in a form complying with applicable law;

                  (iii)    a share certificate in the name of WLP reflecting the
                           registration in PLL's shareholders register of WLP as
                           shareholder of PLL in a form complying with
                           applicable law,

                  (iv)     confirmation from the CAA, that the new shareholders
                           of PLL are accepted;

                  (v)      all books, records, minutes and documents, all
                           information relating to customers, suppliers, agents
                           and distributors and all other information in the
                           possession or control of the Sellers relating
                           exclusively or primarily to PLL as the Purchasers may
                           reasonably require; and

                  (vi)     such other documents as the Purchasers may reasonably
                           request

         2.2.2    For the purposes of compliance with paragraph 2.1 as it
                  relates to the assignment and transfer of the Transferred
                  Portfolio, the Sellers shall deliver or make available to the
                  Purchasers the following:

                  (i)      evidence that the conditions precedents set out in
                           Clause 4.2 of the Agreement which are of the Sellers'
                           responsibility are met;

                  (ii)     copies of the Transferred Policies;

                  (iii)    all verification documents in the Sellers' possession
                           pertaining to the policyholders and beneficiaries of
                           the PLB Transferred Policies;


                                      -37-

<PAGE>

                  (iv)     sufficient access to information to enable the
                           Purchasers to cause to be prepared an independent
                           actuarial report on the Transferred Portfolio;

                  (v)      evidence of the revocation of all mandates to bankers
                           in respect of any accounts connected to the
                           Transferred Portfolio and the giving of authority to
                           such persons as the Purchasers may nominate to
                           operate the bank accounts thereof; and

                  (vi)     such other documents as the Purchasers may reasonably
                           request.

         2.2.3    The Parties agree to terminate the Service Agreement, which
                  exists between PLL and PLB at the date of signature of this
                  Agreement, regarding insurance services to be provided by PLL
                  to PLB with immediate effect at Closing of the assignment and
                  transfer of the Transferred Portfolio.


                                      -38-

<PAGE>

                                   SCHEDULE 2
                     WARRANTIES GIVEN BY EACH OF THE SELLERS

CORPORATE INFORMATION

1.1      THE SHARES AND PLL

         1.1.1    At Closing, SMI will be the sole owner of the Shares and have
                  the right to exercise all voting and other rights over the
                  Shares.

         1.1.2    The Shares comprise the whole of the issued and subscribed
                  share capital of PLL, have been properly and validly issued
                  and subscribed and are each fully paid.

         1.1.3    No person has the right (whether exercisable now or in the
                  future and whether contingent or not) to call for the
                  subscription conversion, issue, registration, sale or
                  transfer, amortisation or repayment of any share capital or
                  any other security giving rise to a right over, or an interest
                  in, the capital of PLL under any option, agreement or other
                  arrangement (including conversion rights and rights of
                  pre-emption).

         1.1.4    There are no Encumbrances on the Shares.

         1.1.5    All consents for the transfer of the Shares have been obtained
                  or will be obtained by Closing.

         1.1.6    The Shares are not listed on any stock exchange or regulated
                  market.

         1.1.7    PLL:

                  (i)      has no interest in, or has not agreed to acquire, any
                           share capital or other security of any other company
                           (wherever incorporated); or

                  (ii)     has any branch, division, establishment or operations
                           outside the jurisdiction in which it is incorporated.

         1.1.8    The particulars contained in Schedule I are true and accurate.

1.2      CORPORATE REGISTERS AND MINUTE BOOKS OF PLL

         1.2.1    The registers and minute books required to be maintained by
                  PLL under applicable law:

                  (i)      are up-to-date;

                  (ii)     are maintained in accordance with applicable law; and

                  (iii)    contain complete and accurate records of all matters
                           required to be dealt with in such books and records,

                  in each case in all material respects.

         1.2.2    All such registers and books are in the possession (or under
                  the control) of PLL and no notice or allegation that any of
                  such books and records is incorrect or should be rectified has
                  been received.


                                      -39-

<PAGE>

         1.2.3    All filings, publications, registrations and other formalities
                  required by applicable law to be delivered or made by PLL to
                  company registries in each relevant jurisdiction have been
                  duly delivered or made on a timely basis.

2        ACCOUNTS

2.1      AUDITED ACCOUNTS

         PLL's Audit Accounts and PLB's Audit Accounts:

         2.1.1    have been prepared in accordance with lAS (International
                  Auditing Standards) and any applicable accounting rules of
                  Luxembourg law, in the case of PLL's Audit Accounts, and UK
                  GAAP, in the case of PLB's Audit Accounts, applied on a
                  consistent basis; and

         2.1.2    fairly present in all material respects the state of affairs
                  of PLL and PLB respectively for the period ended 30 September
                  2001.

2.2      MANAGEMENT ACCOUNTS

         So far as the Sellers are aware, PLB's Management Accounts and PLL's
         Management Accounts have been fairly prepared in accordance with
         accounting policies consistent with those used in preparing the PLB's
         Audit Accounts and the PLL's Audit Accounts respectively. PLB's
         Management Accounts and PLL's Management Accounts fairly present the
         assets, liabilities and state of affairs of PLB and PLL respectively as
         at 31 March 2002 and the profits or losses for the period concerned in
         all material respects.

3        FINANCIAL OBLIGATIONS

3.1      FINANCIAL FACILITIES

         3.1.1    Except as disclosed in Schedule 4, there are no loan,
                  overdraft and other financial facilities outstanding or
                  available to PLL.

         3.1.2    There are no loan, overdraft and other financial facilities
                  made by PLL.

3.2      GUARANTEES

         Except as disclosed in Schedule 4, there is not outstanding guarantee,
         indemnity or surety ship, security or comfort (whether or not legally
         binding) given by or for the benefit of PLL.

3.3      LIABILITY FOR DEBTS OF OTHERS

         PLL cannot, by virtue of any act or omission as director, shadow
         director or "de facto" manager of another entity, be liable to pay all
         or part of the debts of that other entity.

3.4      OFF-BALANCE SHEET FINANCING

         PLL has not factored, discounted or securitised any of its debts, nor
         engaged in any financing of a type which would not be required to be
         shown or reflected in the PLL's Accounts or borrowed any money which it
         has not repaid.


                                      -40-

<PAGE>

3.5      GRANTS AND SUBSIDIES

         3.5.1    PLL has not received any EC, government, regional, federal,
                  state or local authority investment grants, loan subsidies or
                  financial aid, nor have such investment grants, loan subsidies
                  or financial aid been pledged to it and no applications for
                  EC, government, regional, federal, state or local authority
                  investment grants, loan subsidies or financial aid have been
                  made during that period.

         3.5.2    The entering into, and the performance of, this Agreement and
                  any of the documents to be entered into pursuant to or in
                  connection with this Agreement, will not result in the forfeit
                  or repayment of any grant, subsidy or financial aid received
                  by and/or pledged to PLL.

4        ASSETS

4.1      THE PROPERTIES

         There are no material premises, buildings land or other property rights
         owned by PLL

4.2      LEASES

         Where any property is leased by PLL:

         4.2.1    the requisite details have been disclosed in Schedule 4;

         4.2.2    there is no material subsisting breach, nor any material
                  non-observance of any covenant, condition or agreement
                  contained in the lease under which PLL holds its interest in
                  the property, on the part of the relevant landlord or PLL;

         4.2.3    there is no right for the landlord to terminate the lease
                  before the expiry of the contractual term; and

         4.2.4    all steps in rent reviews have been duly taken and no rent
                  reviews are or should be currently under negotiation or the
                  subject of a reference to an expert or arbitrator in the
                  courts.

4.3      OWNERSHIP OF ASSETS

         Excepting only rights and retention of title arrangements arising by
         operation of law in the ordinary course of business:

         4.3.1    PLL and PLB respectively have full and unrestricted title to
                  the Assets;

         4.3.2    none of the Assets is the subject of an Encumbrance or the
                  subject of any factoring arrangement, conditional sale or
                  credit agreement.

4.4      SUFFICIENCY OF ASSETS

         So far as the Sellers are aware, the Assets comprise all the property,
         rights and assets necessary for the carrying on of the business of PLL
         in the manner in, and to the extent to, which it is presently
         conducted. No such property, right or asset will be adversely affected
         by the transaction contemplated by this Agreement.


                                      -41-

<PAGE>

5        INTELLECTUAL PROPERTY AND INFORMATION TECHNOLOGY

5.1      OWNERSHIP

         Subject to any disclosures to the contrary given by Seller in Schedule
         4, all Intellectual Property (whether registered or not) and all
         pending applications therefore which have been, are, or are capable of
         being used in or in relation to or which are necessary for the business
         of PLL and the business carried out by PLB on and immediately prior to
         the date of signature of this Agreement are (or, where appropriate in
         the case of pending applications, will be):

        5.1.1   legally and beneficially owned by PLL and PLB respectively or
                lawfully used with the consent of the owner under a licence,
                brief details of which are set out Schedule 4 and, as the case
                may be, transferred to WOB under this Agreement;

         5.1.2    valid and binding;

         5.1.3    not being infringed or attacked or opposed by any person;

         5.1.4    not subject to any Encumbrance or any licence or authority in
                  favour of another

         5.1.5    in the case of rights in Registered Intellectual Property all
                  renewal fees which are due and steps which are required for
                  their maintenance and protection have been paid and taken;

         and no claims have been made and no applications are pending, which if
         pursued or granted might be material to the truth and accuracy of any
         of the above.

5.2      PROCESSES ETC.

         So far as the Sellers are aware, the principal processes employed and
         the principal products and services dealt in by PLL and/or PLB at the
         date of signature of this Agreement do not infringe any rights or
         interests of third parties in Intellectual Property (other than those
         belonging to or licensed to PLL and PLB respectively and referred to in
         Schedule 4) and no claims of infringement of any such rights or
         interests have been made by any third party.

5.3      LICENCES

         The several licences and agreements (including all amendments,
         novations, supplements or replacements to those licences and
         agreements), brief details of which are set out in Schedule 4, are in
         full force and effect, no notice having been given on either side to
         terminate them; the obligations of all parties have been fully complied
         with; and no disputes have arisen or are foreseeable in respect
         thereof; and where such licences are of such a nature that they could
         be registered with the appropriate authorities and where such
         registration would have the effect of strengthening the relevant rights
         of PLL and WOB, they have been so registered. The transaction
         contemplated by this Agreement will not lead to any breach or right of
         termination of any such licence.

5.4      KNOW-HOW

         There has been and is no misuse of Know-how by any PLL and/or PLB and
         the Sellers have not made any disclosure of Know-how to any person
         other than to the Purchasers except properly and in the ordinary course
         of business and on the basis that such disclosure is to be treated as
         being of a confidential character.


                                      -42-

<PAGE>

5.5      CONFIDENTIALITY

         Neither PLL nor PLB is a party to a secrecy agreement or an agreement,
         which restricts the use or disclosure of information. Neither PLL nor
         PLB are in breach of any duty of confidentiality owed to any person
         through ownership or use of any Intellectual Property or Know-how and
         neither the sale of the Shares, nor the assignment and transfer of the
         Transferred Portfolio nor the disclosure of any confidential
         information to the Purchasers will constitute a breach of any duty of
         confidentiality owed to any person.

5.6      Patents and Employee Rights

         All patentable inventions made by Employees of PLL and/or PLB and used
         or intended to be used in the business of PLL and PLB respectively were
         made in the normal course of the duties of the Employees concerned and
         there are no outstanding or potential claims against any of PLL and/or
         PLB under any contract or under any law providing for employee
         compensation or ownership in respect of any rights or interests in
         Intellectual Property.

5.7      INFORMATION TECHNOLOGY

         5.7.1    In the event that the persons providing maintenance or support
                  services for the Information Technology cease or are unable to
                  do so, PLL and/or PLB have and WOB will have up from Closing
                  all the necessary rights and information to continue to
                  maintain, develop and support and/or have a third party
                  maintain, develop and support the Information Technology. All
                  documentation which is currently in Sellers' possession with
                  respect to Information Technology, including without being
                  limited to the LIFEit system, shall be transferred to
                  Purchasers for their use in future development of the
                  Information Technology, without however, the Sellers
                  representing or warranting that such documentation will be
                  adequate for the purposes of Purchasers' anticipated future
                  development.

         5.7.2    Each of PLL and/or PLB has in place procedures to help prevent
                  unauthorised access, the introduction of viruses, taking and
                  storing on-site and off-site back-up copies of the software
                  and data.

         5.7.3    Details of material Information Technology and details of all
                  material agreements or arrangements relating to the
                  maintenance and support, security, disaster recovery,
                  management and utilisation (including escrow arrangements
                  relating to the deposit of source codes, facilities management
                  and computer bureau services agreements) of the Information
                  Technology are disclosed in Schedule 4.

         5.7.4    On the date of signature of this Agreement, the Information
                  Technology is adequate to fulfil the requirements of PLL's and
                  PLB's operation post-Closing in the manner and to the extent
                  to which it is being conducted on and immediately prior to the
                  date of signature of this Agreement. Pursuant to their
                  responsibilities under Section 7.1.1 through 7.1.3 of the
                  Agreement, Sellers will provide the appropriate Resources,
                  introductions to consultants and introductions to Information
                  Technology owners and/or licensors so as to allow Purchasers
                  to accomplish any additional development of the Information
                  Technology in exchange for the fees therein contemplated.

         5.7.5    The Information Technology and each component of it is fully
                  adapted to handle operations in the Euro (the currency
                  introduced on 1 January 1999 pursuant to the treaty
                  establishing the European Community), to convert data in
                  connection with the introduction of the Euro and comply with
                  the rules on conversion and rounding set out in EC Regulation
                  number 1103/97 or any legislation adopting or incorporating
                  that Regulation.


                                      -43-

<PAGE>

         5.7.6    Neither the performance nor functionality (including the
                  processes and results) of the Information Technology or of the
                  systems licensed by PLL and/or PLB to third parties is, has
                  been or will be, affected by the occurrence and/or passage of
                  any calendar dates. In particular, such Information Technology
                  will be able to:

                  (i)      distinguish, store and process any past, present and
                           future calendar dates;

                  (ii)     accept data and data input, and provide output; and

                  (iii)    function accurately and without interruption, each
                           irrespective of the occurrence and/or passing any
                           given date, without any change in operations.

5.8      DATA PROTECTION

         5.8.1    Each Seller as well as PLL have complied in all material
                  respects with applicable requirements (including registration
                  requirements) of appropriate data protection legislation.

         5.8.2    No notice or allegation has been received by any Seller or PLL
                  from any competent authority alleging non-compliance with any
                  applicable data protection legislation.

         5.8.3    Neither any Seller nor PLL has received a claim for
                  compensation from any individual in respect of inaccuracy,
                  loss, unauthorised destruction or unauthorised disclosure of
                  data in the previous 2 years and there is no outstanding order
                  against either any Seller or PLL in respect of the
                  rectification or erasure of data and no grounds exist for any
                  individual to claim compensation from PLL of from any Seller
                  for loss or unauthorised disclosure of personal data.

6        Contracts

6.1      CONTRACTS

         As at the date of this Agreement, PLL is not party to or subject to any
         contract, transaction, arrangement, understanding, obligation or
         liability, which:

         6.1.1    is not in the ordinary course of business;

         6.1.2    is not wholly on an arm's length basis; or

         6.1.3    is of an unusual long-term nature.

6.2      JOINT VENTURES

         PLL has not agreed to become, a member of any joint venture,
         consortium, partnership or other unincorporated association.

6.3      AGREEMENTS WITH CONNECTED PARTIES

         6.3.1    There are no existing contracts or arrangements between two or
                  several Sellers, PLL and/or any shareholder of any of the
                  Sellers or any other member of the Sellers' group other than
                  those disclosed in Schedule 4.


                                      -44-

<PAGE>

         6.3.2    Neither any of the Sellers, nor PLL is or has been party to
                  any contract, arrangement or understanding with any current or
                  former Employee or current or former director or any current
                  or former consultant of any of the Sellers of PLL or any
                  person connected (as defined by applicable law in the relevant
                  jurisdiction) with any of such persons, or in which any such
                  person is interested (whether directly or indirectly), other
                  than on normal commercial terms in the ordinary course of
                  business.

6.4      COMPLIANCE WITH AGREEMENTS

         As at the date of this Agreement,

         6.4.1    all the material contracts to which PLL is a party are valid
                  and binding obligations of the parties thereto and the terms
                  thereof have been complied with in all material respects with
                  by PLL and by any other party to such contracts.

         6.4.2    no notice of termination or of intention to terminate has been
                  received in respect of any such material contracts and there
                  are no grounds for rescission, avoidance or repudiation of any
                  of such material contracts.

6.5      LOCATION OF CONTRACTS

         All contracts to which PLL is a party are in the possession (or under
         the control) of PLL and will be physically handed over to the
         Purchasers on Closing.

6.6      CHANGE OF CONTROL

         To The Knowledge of Sellers, the entering into, and the performance of,
         this Agreement and the other documents to be entered into pursuant to
         or in connection with this Agreement, will not:

         6.6.1    result in a breach of, or

         6.6.2    give any third party a right to terminate or vary, or

         6.6.3    result in the creation of any Encumbrance under,

         any contract to which PLL and/or PLB is a party other than an insurance
         policies issued by PLL and/or PLB and except as otherwise disclosed in
         Schedule 4.

7        EMPLOYEES AND EMPLOYEE BENEFITS

7.1      EMPLOYEES AND TERMS OF EMPLOYMENT

         Schedule 4 contains details, in relation to PLL of:

         7.1.1    the total number of Employees (including those who are on
                  maternity or paternity or parental leave or absent on the
                  grounds of disability or other long-term leave of absence, and
                  have or may have a statutory or contractual right to return to
                  work with PLL);

         7.1.2    date of commencement of employment, period of continuous
                  employment, location, salary


                                      -45-

<PAGE>

                  and other benefits, grade and age of each Employee;

         7.1.3    the terms of the contract of employment of each Employee and
                  specimen terms and conditions of each grade or category of the
                  relevant Employee; and

         7.1.4    the terms of all Consultancy Agreements.

7.2      TERMINATION OF EMPLOYMENT

         7.2.1    No current Employee or consultant of PLL has given or received
                  notice terminating his or her employment or consultancy, other
                  than those disclosed in Schedule 4.

         7.2.2    There have been no proposals to terminate, or materially amend
                  the employment or consultancy (as the case may be) of any
                  Employee or Consultant other than those disclosed in Schedule
                  4.

         7.2.3    No liability which remains undischarged has been or may be
                  incurred by PLL for breach of any contract of employment or
                  consultancy with any Employee or consultant including, without
                  limitation, redundancy payments, protective awards,
                  compensation for employment liabilities arising from breach of
                  any contract of employment or any statutory employment right
                  or for failure to comply with any order for the reinstatement
                  or re-engagement of any Employee.

         7.2.4    Except as disclosed in Schedule 4, PLL has not made or agreed
                  to make any payment or provided or agreed to provide any
                  benefit to any Employee or Consultant or former Employee
                  employed by PLL or former Consultant to PLL or any dependant
                  of such Employee or Consultant or former Employee or
                  Consultant in connection with any termination or suspension of
                  employment or variation of any contract of employment or of
                  consultancy of any such Employee or Consultant or former
                  Employee or former Consultant.

         7.2.5    To The Knowledge of Sellers, neither the entering into, nor
                  the compliance with, this Agreement or any documents to be
                  entered into pursuant to or in connection with this Agreement
                  will cause any Employee to leave his employment

7.3      WORKS COUNCILS AND EMPLOYEE REPRESENTATIVE BODIES

         Schedule 4 lists all work councils and employee representative bodies,
         which by law or any collective bargaining agreement have the right to
         be informed and consulted on matters, which affect the Employees.

7.4      COLLECTIVE BARGAINING AGREEMENTS ETC.

         Schedule 4 lists all union membership agreements, collective bargaining
         agreements and undertakings or agreements affecting the Employees at
         PLL's level (whether legally binding or not).

7.5      TRADE DISPUTES

         PLL is not and has not in the past 5 years been involved in any trade
         dispute or any dispute or negotiation regarding a claim of material
         importance with any trade union or other body representing employees or
         former employees of PLL.


                                      -46-

<PAGE>

7.6      BONUS OR OTHER PROFIT-RELATED SCHEMES

         7.6.1    Schedule 4 lists all share incentive, share option, profit
                  sharing, bonus or other incentive arrangements for or
                  affecting any Employees or former Employees employed by or
                  Consultants or former Consultants to PLL in the last eight (8)
                  years together with full details of all awards allocated and
                  options granted and the total potential liability of PLL in
                  respect of such awards and options.

         7.6.2    To The Knowledge of Sellers, PLL could not be liable for any
                  social security contributions arising out of the grant,
                  exercise or release of the awards and options referred to in
                  paragraph 7.6.1.

7.7      RETIREMENT BENEFIT ARRANGEMENTS

         7.7.1    Group Retirement Benefit Arrangements

                  The arrangements listed in Schedule 4 are the only
                  arrangements under which PLL makes or could become LIABLE TO
                  MAKE payments for providing retirement, death disability or
                  life assurance benefits (the "GROUP RETIREMENT BENEFIT
                  ARRANGEMENTS").

         7.7.2    Regulation

                  The Group Retirement Benefit Arrangements are in compliance
                  and have since the date of commencement of the Group
                  Retirement Benefit Arrangements been in compliance, with their
                  terms and with all applicable laws, regulations and government
                  taxation or funding requirements. In particular, but without
                  limitation, there has been no failure to comply with any
                  applicable law, regulation or requirement, or any other
                  circumstance, which would or might result in the loss of tax
                  approval or qualification of any of the Group Retirement
                  Benefit Arrangements.

         7.7.3    Financial status of the Group Retirement Benefit Arrangements

                  (i)      The assets of the Group Retirement Benefit
                           Arrangements and/or the provisions made by PLL for
                           the liabilities under the Group Retirement Benefit
                           Arrangements ARE sufficient to discharge all benefits
                           (whether or not yet payable) under the Retirement
                           Benefit Arrangements. Each of the Retirement Benefit
                           Arrangements is fully funded or provided for in
                           accordance with the local actuarial and accounting
                           practice and principles for an ongoing pension
                           scheme.

                  (ii)     If the Group Retirement Benefit Arrangements provide
                           benefits calculated by reference to a formula under
                           which the amount of benefit is linked to the years of
                           service of the employee to retirement and to salary
                           of the employee at or near to retirement or averaged
                           over a period of his service (a "SALARY RELATED
                           SCHEME") the liabilities of such Salary Related
                           Scheme shall for the purposes of paragraph 7.7.3(i)
                           above be estimated by reference to the completed
                           service of the employee at Closing and an estimate of
                           the future salary of the employee at the date of his
                           retirement based on reasonable assumptions consistent
                           with the said agreed local actuarial and accounting
                           practice and principles.


                                      -47-

<PAGE>

                  (iii)    PLL has no outstanding unfounded liability
                           (including, without limitation, liability for unpaid
                           benefits, contributions or insurance premiums) with
                           respect to any of the Group Retirement Benefit
                           Arrangements.

                  (iv)     Except as disclosed in Schedule 4, PLL would not have
                           any further liability either to the Group Retirement
                           Benefit Arrangements or to any Employees if it ceased
                           to make contributions to the Group Retirement Benefit
                           Arrangements at Closing.

         7.7.4    Termination Payments

                  The sale of the Shares contemplated by this Agreement will not
                  trigger any contractual termination or severance payment
                  obligations to any employee of PLL.

8        LEGAL COMPLIANCE

8.1      LICENCES AND CONSENTS

         8.1.1    To The Knowledge of Sellers, all material licences, consents,
                  authorisations, orders, warrants, confirmations, permissions,
                  certificates, approvals, registrations and authorities other
                  than in respect of Intellectual Property necessary for the
                  carrying on of the business of PLL and/or PLB as carried on as
                  of the date of, and immediately prior to the date of,
                  signature of this Agreement:

                  (i)      have been obtained or transferred to PLL, WOB and/or
                           WLP, as required by the Purchasers;

                  (ii)     are in force;

                  (iii)    do not contain conditions which would hinder the
                           ordinary course of business; and

                  (iv)     are being complied with in all material respects.

         8.1.2    The entering into, and the performance of, this Agreement and
                  any of the documents to be entered into pursuant to or in
                  connection with this Agreement, will not result in a breach of
                  the matters referred to in paragraph 8.1.1 or cause any such
                  matters to be suspended, modified or revoked.

8.2      COMPLIANCE WITH LAWS

         8.2.1    To The Knowledge of Sellers, the business of PLL and/or PLB
                  has at all times been carried on and is being carried on in
                  all material respects so that there have not been and are not
                  any breaches of applicable laws and regulations in each
                  country in which they are carried on.

         8.2.2    There have not been and are not any breaches by PLL and/or PLB
                  of its constitutional documents which would have a material
                  adverse effect on the business of PLL and PLB respectively.

         8.2.3    To The Knowledge of Sellers, there is no investigation,
                  disciplinary proceeding or enquiry by, or order, decree,
                  decision or judgment of, any court, tribunal, arbitrator,
                  governmental


                                      -48-

<PAGE>

                  agency or regulatory body outstanding or anticipated against
                  PLL and/or PLB or any person for whose acts or defaults it may
                  be vicariously liable which will have a material adverse
                  effect upon its assets or business.

         8.2.4    Neither PLL nor PLB has received any notice or other
                  communication (official or otherwise) from any court,
                  tribunal, arbitrator, governmental agency or regulatory body
                  with respect to an alleged actual or potential violation
                  and/or failure to comply with any such applicable law,
                  regulation, bye-law or constitutional document, or requiring
                  it to take or omit any action.

9        ANTI-COMPETITIVE AGREEMENTS AND PRACTICES

         PLL and/or PLB are not party to any agreement, arrangement or concerted
         practice or is carrying on any practice:

         9.1.1    which in whole or in part may contravene or may be invalidated
                  by any anti-trust, fair trading, dumping, state and consumer
                  protection or similar legislation in any jurisdiction;

         9.1.2    in particular and without prejudice to the generality of the
                  foregoing, which in whole or in part may contravene Article
                  81(1) or 82 of the Treaty of Rome; or

         9.1.3    in respect of which any filing, registration or notification
                  may be required or may be advisable pursuant to the
                  legislation referred to in paragraph 9.1 or 9.2 (whether or
                  not the same has in fact been made).

10       LITIGATION

10.1     CURRENT PROCEEDINGS

         Except as otherwise disclosed in Schedule 4, neither PLL nor PLB (or
         any person for whose acts or defaults PLL and/or may be vicariously
         liable) is involved whether as plaintiff or defendant or other party in
         any claim, legal action, proceeding, suit, litigation, prosecution,
         investigation, enquiry or arbitration.

10.2     PENDING OR THREATENED PROCEEDINGS

         Except as otherwise disclosed in Schedule 4, to the knowledge of
         Sellers, no such claim, legal action, proceeding, suit, litigation,
         prosecution, investigation, enquiry or arbitration is pending or
         threatened by or against PLL and/or PLB (or any person for whose acts
         or defaults PLL and/or PLB may be vicariously liable).

10.3     CIRCUMSTANCES LIKELY TO LEAD TO CLAIMS

         To the knowledge of Sellers, there are no investigations, disciplinary
         proceedings or other circumstances likely to lead to any such claim or
         legal action, proceeding, suit, litigation, prosecution, investigation,
         enquiry or arbitration.


                                      -49-

<PAGE>

11       PRODUCTS

         11.1.1   To The Knowledge of Sellers, all products and services
                  supplied or sold by PLL and/or PLB comply with the regulations
                  and standards applicable.

         11.1.2   During the three year period prior to Closing, other than in
                  the normal course of business, no individual claims other than
                  those disclosed in Schedule 4 have been made against any of
                  PLL and/or PLB in relation to any products or services which
                  have been sold or supplied by any of PLL and or PLB.

12       TAX

12.1     COMPANY RESIDENCE

         For tax purposes, PLL has been resident in Luxembourg and PLB in
         Bermuda and both companies have not been resident anywhere else at any
         time since December 15, 1993, and will be so resident at Closing. For
         the avoidance of doubt, references to residence in this paragraph shall
         be construed as references to residence as determined by the local law
         of the jurisdiction or jurisdictions concerned and not by reference to
         the provisions of any relevant double taxation treaty or convention.
         Neither PLL nor PLB have any tax permanent establishment, this term
         being defined under the legislation of the countries where PLL and/or
         PLB are or have been distributing insurance contracts, outside their
         territory.

12.2     RETURNS, INFORMATION AND CLEARANCES

         12.2.1   All registrations, returns, computations, notices and
                  information which are or have been required to be made or
                  given by PLL and/or PLB for any Taxation purpose (i) have been
                  made or given within the requisite periods and on a proper
                  basis and are up-to-date and correct and (ii) none of them is,
                  or is likely to be, the subject of any dispute with any Tax
                  Authority.

         12.2.2   Each of PLL and PLB has paid all Taxation which it has become
                  liable to pay and is under no liability to pay any penalty or
                  interest in connection with any claim for Taxation.

         12.2.3   Each of PLL and PLB is in possession of sufficient information
                  or has reasonable access to such information to enable it to
                  compute its liability to Taxation insofar as it depends on any
                  transaction occurring on or before Closing.

         12.2.4   Up from Closing, WOB will be in possession of sufficient
                  information or has reasonable access to such information to
                  enable it to compute its liability to Taxation insofar as it
                  depends on any transaction contemplated by this Agreement and
                  occurred on or before Closing.

12.3     TAXATION CLAIMS, LIABILITIES AND RELIEFS

         12.3.1   Without prejudice to any liability, which may arise under
                  Clause 11.2, there is no liability to Taxation in respect of
                  which a claim could be made and there are no circumstances
                  likely to give rise to such a liability.


                                      -50-

<PAGE>

         12.3.2   There are set out in Schedule 4, with express reference to
                  this paragraph, details of all matters relating to Taxation in
                  respect of which PLL (either alone or jointly with any other
                  person) has, or at Closing will have, an outstanding
                  entitlement to make:

                  (i)      any claim (including a supplementary claim) for
                           relief;

                  (ii)     any election, including an election for one type of
                           relief, or one basis, system or method of Taxation,
                           as opposed to another; any appeal or further appeal
                           against an assessment to Taxation;

                  (iii)    any application for the postponement of, or payment
                           by instalments of, Taxation or to disclaim or require
                           the postponement of any allowance or relief.

                  (iv)     any court proceedings, which may be made or taken by
                           PLL within the appropriate time limit after Closing.

                  Such details are sufficient to enable the Purchasers to
                  procure that any time limit to such entitlement expiring
                  within six months after Closing can be met.

         12.3.3   No relief (whether by way of deduction, reduction, set-off,
                  exemption, postponement, roll-over, hold-over, repayment or
                  allowance or otherwise) from, against or in respect of any
                  Taxation has been claimed and/or given to PLL which could or
                  might be effectively withdrawn, postponed, restricted, clawed
                  back or otherwise lost as a result of any act, omission, event
                  or circumstance arising or occurring at or at any time after
                  Closing.

         12.3.4   PLL has not taken any action, which has had, or will have, the
                  result of altering, prejudicing or in any way disturbing any
                  arrangement or agreement, which it has previously had with any
                  Tax Authority.

         12.3.5   There are no arrangements whereby PLL might be liable for the
                  Taxation of another company.

12.4     SPECIAL REGIMES/ELECTIONS/RULINGS

         There are set out in Schedule 4,with express reference to this
         paragraph, full particulars of any agreement, arrangement or election
         between PLL and any Tax Authority pursuant to which PLL is authorised
         not to comply with what but for such agreement or arrangement, would be
         its statutory obligations, if any.


                                      -51-
<PAGE>

12.5     SURRENDERABLE LOSSES

         12.5.1   For the purposes of this paragraph, "TAXATION BENEFITS" means
                  any Taxation benefit or advantage, including any loss, relief,
                  allowance, exemption, set-off, deduction or credit available
                  in the computation of any liability to Taxation.

         12.5.2   PLL is not liable to make a payment for utilisation, surrender
                  or other transfer of any Taxation Benefits ("TAXATION
                  EQUALISATION PAYMENT"), nor is it liable to refund any
                  Taxation Equalisation Payment received.

         12.5.3   PLL is not under any obligation to surrender or otherwise
                  transfer any Taxation Benefits.

         12.5.4   There are set out in Schedule 4, with express reference to
                  this paragraph, full particulars of all surrenders or other
                  transfers of any Taxation Benefits made by PLL since I January
                  1997.

12.6     VAT AND TURNOVER TAX

         PLL has complied fully with all statutory requirements, orders,
         provisions, directions or conditions relating to VAT or such turnover
         taxes, including (for the avoidance of doubt) the terms of any
         agreement reached with any appropriate Tax Authority.

12.7     STAMP DUTY

         All documents to which PLL is a party, or which forms part of the title
         to any asset owned or possessed by PLL, or which PLL or the Purchasers
         may need to enforce or produce in evidence in any court of law have
         been duly stamped and (where appropriate) adjudicated.

12.8     EMPLOYEES

         To The Knowledge of Sellers and except as disclosed on Schedule 4, all
         amounts payable to any Tax Authority in respect of any Employee
         (including any Taxation deductible from any amounts paid to any
         Employee and any social fund, national insurance or similar
         contributions required to be made in respect of Employees) due or
         payable by PLL have been duly paid and PLL has made all such deductions
         and retentions as should have been made under applicable law and/or
         applicable regulations.

13       IMPORTANT BUSINESS ISSUES SINCE 30 SEPTEMBER 2001

         Since 30 September 2001:

         13.1.1   there has been no material adverse change in the financial or
                  trading position or prospects of PLL and/or PLB (other than a
                  change affecting or likely to affect all companies carrying on
                  business in similar countries in which PLL and/or PLB carry on
                  business) and no event, fact or matter has occurred or is
                  likely to occur which will or is likely to give rise to any
                  such change;

         13.1.2   the business of PLL and/or PLB has not been materially and
                  adversely affected by any abnormal factor whether or not
                  affecting similar businesses to a like extent and there are no
                  facts which are likely to give rise to any such effects;

         13.1.3   the business of PLL and/or PLB has been carried on as a going
                  concern in the ordinary course, without any interruption or
                  alteration in its nature, scope or manner;


                                      -52-
<PAGE>

         13.1.4   no capital commitments in excess of five thousand Dollars of
                  the United States of America (USD 5,000.) individually and
                  twenty-five thousand Dollars of the United States of America
                  (USD 25,000.) in the aggregate have been entered into or
                  proposed by PLL and/or PLB;

         13.1.5   neither PLL nor PLB has entered into any transaction or
                  assumed or incurred any liabilities (including contingent
                  liabilities) or made any payment not provided for in the PLL's
                  Accounts and the PLB's Accounts respectively~

         13.1.6   the business of the PLL and/or PLB has not been materially and
                  adversely affected by the loss of any important customer or
                  source of supply, including the Intermediary Network and the
                  Fund Custodians, and there are no facts which are likely to
                  give rise to any such effects; and

         13.1.7   PLL has not declared, made or paid any dividend or other
                  distribution to its shareholders;

         13.1.8   PLL has not issued, nor have its shareholders' agreed to issue
                  any share capital or any other security giving rise to a right
                  over its capital;

         13.1.9   PLL has neither redeemed nor purchased nor have its
                  shareholders agreed to redeem or purchase any of its share
                  capital;

         13.1.10  PLL has not incurred any additional borrowings or incurred any
                  other indebtedness.

14       DISCLOSURE SCHEDULE DATA ROOM

         14.1.1   Each document specified in Schedule 4 as being attached hereto
                  is a true and complete copy of the original of such document
                  and there is no later document, which supersedes or replaces
                  any such document.

         14.1.2   The Seller has not included any matter in the Data Room, which
                  is untrue or knowingly omitted any matter the omission of
                  which would make the contents of the Data Room materially
                  misleading.

15       GENERAL

15.1     AUTHORITY AND CAPACITY

         15.1.1   Each of the Sellers and PLL validly exists and is a company
                  duly incorporated, organised and registered under applicable
                  law.

         15.1.2   Each of the Sellers and PLL has the legal right and full power
                  and authority to enter into, perform and, as the case may be,
                  comply with this Agreement and any Local Transfer Documents
                  and Procedures to which it is a party and any other documents
                  to be executed by it pursuant to or in connection with this
                  Agreement or any Local Transfer Documents and Procedures.

         15.1.3   The documents referred to in paragraph 15.1.2 above will, when
                  executed, constitute valid and binding obligations on the
                  Sellers and PLL, in accordance with their respective terms.


                                      -53-
<PAGE>


         15.1.4   Each of the Sellers and PLL has taken or will have taken by
                  Closing all corporate action required by it to authorise it to
                  enter into and to perform this Agreement, any Local Transfer
                  Documents and Procedures to which it is a party and any other
                  documents to be executed by it pursuant to or in connection
                  with this Agreement or any Local Transfer Documents and
                  Procedures.

15.2     AUTHORITY TO CARRY ON ACTIVITIES

                  PLL and PLB have the legal right and full power and authority
                  to carry on their respective activities, as currently carried
                  out.

16       INSOLVENCY

         16.1.1   Neither any Seller nor PLL is insolvent under the laws of its
                  jurisdiction or unable to pay its debts as they fall due.

         16.1.2   There are no winding up, bankruptcy or other insolvency
                  proceedings (including in relation to any compromise or
                  arrangement with creditors) concerning any of the Sellers or
                  PLL and no events have occurred which, under applicable laws,
                  would justify such proceedings.

         16.1.3   No steps have been taken to enforce any security over any
                  assets of any Seller of PLL and no event has occurred to give
                  the right to enforce such security.


                                      -54-
<PAGE>


                                   SCHEDULE 3
                   WARRANTIES GIVEN BY EACH OF THE PURCHASERS

AUTHORITY AND CAPACITY

1.1      INCORPORATION

         Each of the Purchasers validly exists and is a company duly
incorporated under applicable law.

1.2      AUTHORITY TO ENTER INTO AGREEMENT

         1.2.1    Each of the Purchasers has the legal right and full power and
                  authority to enter into, perform and, as the case may be,
                  comply with this Agreement, any Local Transfer Documents and
                  Procedures to which it is a party and any other documents to
                  be executed by it pursuant to or in connection with this
                  Agreement or any Local Transfer Documents and Procedures.

         1.2.2    The documents referred to in paragraph 1.2.1 will, when
                  executed, constitute valid and binding obligations on the
                  Purchasers, in accordance with their respective terms.

1.3      AUTHORISATION

         Each of the Purchasers has taken or will have taken by Closing all
         corporate action required by it to authorise it to enter into and to
         perform this Agreement, any Local Transfer Documents and Procedures to
         which it is a party and any other documents to be executed by it
         pursuant to or in connection with this Agreement or any Local Transfer
         Documents and Procedures.

2        FINANCING

         At Closing, the Purchasers will be able to pay the Purchase Price from
         their existing banking facilities and available cash.

3        TAXATION ELECTIONS

3.1      NO U.S. I.R.C. SECTION 338 ELECTION

         The Purchasers will not make an election under section 338(g) of the
         Internal Revenue Code of the United States of America with respect to
         the purchase of the PLL Shares.

3.2      NO EXTRAORDINARY GAIN

         The Purchasers will not take steps to have PLL generate an
         extraordinary gain prior to the close of PLL's tax year ending in 2002
         for US tax purposes. For purposes of this Clause, an "extraordinary
         gain" includes, but is not limited to, the following: (1) a transfer of
         some or all of the PLL policies to another insurance company in a
         reinsurance transaction; (2) distributing tangible or intangible assets
         whose fair market value exceed their basis; and (3) selling some or all
         tangible or intangible assets whose fair market value exceed their
         basis. This Clause is subject to PLL and WLP retaining the right to
         merge with any Luxembourg entity.


                                      -55-