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                                                                   EXHIBIT 10.43
                             DATED 10 NOVEMBER 1999





                              ACQUISITION AGREEMENT

                                     BETWEEN



                     (1) THE SELLING MANAGEMENT SHAREHOLDERS

                        (2) ABERDEEN ASSET MANAGEMENT PLC

                     (3) THE STANDARD LIFE ASSURANCE COMPANY

                   (4) THE NON-SELLING MANAGEMENT SHAREHOLDER

                    (5) LOMBARD INTERNATIONAL ASSURANCE S.A.

                                       AND

                              (6) PM HOLDINGS, INC.





                         LEBOEUF, LAMB, GREENE & MACRAE
                               No 1 Minster Court
                                  Mincing Lane
                                     London
                                    EC3R 7YL


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                                TABLE OF CONTENTS


1       INTERPRETATION........................................................2

2       SALE AND PURCHASE.....................................................4

3       CONSIDERATION.........................................................5

4       COMPLETION............................................................5

5       WARRANTIES AND UNDERTAKINGS...........................................6

6       SET-OFF...............................................................9

7       ANNOUNCEMENTS.........................................................9

8       ASSIGNMENT AND TRANSFER...............................................9

9       GENERAL...............................................................9

10      COSTS................................................................10

11      ENTIRE AGREEMENT AND VARIATIONS......................................10

12      GOVERNING LAW AND JURISDICTION.......................................10

13      NOTICES..............................................................11

SCHEDULE 1

        PART 1
        SELLING MANAGEMENT SHAREHOLDERS......................................13

        PART 2
        NON-SELLING MANAGEMENT SHAREHOLDER...................................13

        PART 3
        FORM OF THE SHARE TRANSFER AGREEMENT.................................14

SCHEDULE 2...................................................................16

        TAXATION AND CORPORATE WARRANTIES....................................16

SCHEDULE 3

        DECLARATION..........................................................23


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SCHEDULE 4

        LIABILITIES UNDER THE WARRANTIES.....................................24



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THIS AGREEMENT is dated 10 November 1999

BETWEEN:

(1)     THE PERSONS whose names and addresses are listed in Part 1 of Schedule 1
        (together the "SELLING MANAGEMENT SHAREHOLDERS" and individually a
        "SELLING MANAGEMENT SHAREHOLDER");

(2)     ABERDEEN ASSET MANAGEMENT PLC, a company incorporated in Scotland and
        having its registered office at One Albyn Place, Aberdeen ABIO IYG,
        Scotland ("ABTRUST");

(3)     THE STANDARD LIFE ASSURANCE COMPANY, having its head office at Standard
        Life House, 30 Lothian Road, Edinburgh EF.11 2DH ("STANDARD LIFE");

(4)     THE PERSON whose name and address is listed in Part 2 of Schedule 1 (the
        "NON-SELLING MANAGEMENT SHAREHOLDER");

(5)     LOMBARD INTERNATIONAL ASSURANCE S.A., a company organised under the laws
        of Luxembourg and having its registered office at Airport Centre, 2
        Route de Treves, Senningerberg, L-2633 ("THE COMPANY"); and

(6)     PM HOLDINGS, INC. a corporation organised in the United States of
        America under the laws of the State of Connecticut and having its
        executive offices at One American Row, Hartford, CT 06102 5056 ("THE
        PURCHASER").


WHEREAS:

(A)     The Company was incorporated in Luxembourg on 16 July 1991 as a Societe
        Anonyme and has at the date hereof an authorised share capital of Pound
        Sterling 1,500,000 divided into 1,375,000 Ordinary Shares of Pound
        Sterling l each, 50,000 Convertible Ordinary Shares of Pound Sterling l
        each and 75,000 Convertible Preference Shares of Pound Sterling 1 each.
        The Selling Management Shareholders are the legal and beneficial owners
        of 265,000 issued Ordinary Shares of Pound Sterling 1 each in the
        capital of the Company in registered form.

(B)     The Non-Selling Management Shareholder is the legal and beneficial owner
        of 10,000 Ordinary Shares of Pound Sterling 1 each in the capital of the
        Company in registered form.

(C)     The Selling Management Shareholders have agreed to sell and the
        Purchaser has agreed to purchase 150,000 Ordinary Shares of Pound
        Sterling 1 each in the capital of the Company in registered form on the
        terms and conditions hereinafter set out. The figure of 150,000 Ordinary
        Shares is taken to represent 12% of the issued share capital of the
        Company on a fully diluted basis following Determination (as defined in
        the Shareholder Agreement).


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IT IS AGREED as follows:-

1       INTERPRETATION

1.1     In this Agreement the following expressions shall, unless otherwise
        specified or the context otherwise requires, have the meanings set
        opposite them respectively:-

        "Assessor of
        Income Tax"             means the Luxembourg Assessor of Income Tax;

        "Board"                 the board of directors of the Company as duly
                                convened and constituted from time to time;

        "Business Day"          a day when banks in England, Luxembourg,
                                Scotland and the United States of America are
                                all open for all normal banking business;

        "Companies Act"         means the Luxembourg law of August 10, 1915 on
                                commercial companies, as amended;

        "Completion"            completion of the sale and purchase of the Sale
                                Shares by virtue of the performance by each of
                                the parties to this Agreement of their
                                obligations assumed by them respectively under
                                Clause 4;

        "Completion Date"       the day on which Completion takes place being in
                                accordance with the provisions of Clause 4;

        "Consideration"         the consideration for the Sale Shares payable
                                pursuant to Clause 3;

        "Disclosure Letter"     the letter of even date herewith from the
                                Company to the Purchaser relating to the
                                Warranties set out in Schedule 2;

        "Last Accounts
        Date"                   means 31 December 1998 (being the date to which
                                the Principal Accounts have been prepared);

        "Lien"                  any pledge, warrant, option, lien, charge,
                                security, encumbrance or equity or the
                                equivalent thereof in any jurisdiction;

        "Principal
        Accounts"               means the audited balance sheet as at the Last
                                Accounts Date and audited profit and loss
                                account for the year ended on the Last Accounts
                                Date of the Company, including the directors'
                                report thereon, the notes thereto and the report
                                of the independent auditor;


<PAGE>   6


        "Purchaser's
        Solicitors"             LeBoeuf, Lamb, Greene & MacRae, No 1 Minster
                                Court, Mincing Lane, London EC3R 7YL, England;

        "Sale Shares"           150,000 Ordinary Shares of Pound Sterling l each
                                in issue in the capital of the Company;

        "Selling Management
        Shareholders'
        Solicitors"             SJ Berwin & Co, 222 Grays Inn Road, London WClX
                                8HB, England;

        "Shareholder
        Agreement"              the shareholder agreement relating to the
                                Company of even date herewith and entered into
                                between the parties hereto other than certain of
                                the Selling Management Shareholders;

        "Statute"               means any directive, statute, enactment, law or
                                regulation wheresoever enacted or issued, coming
                                into force or entered into and shall include
                                orders, regulations, instruments, or other
                                subordinate legislation made under the relevant
                                statute or statutory provision and any
                                directive, statute, enactment, law, order,
                                regulation or provision which amends, extends,
                                consolidates or replaces the same or which has
                                been amended, extended, consolidated or replaced
                                by the same;

        "Subscription and
        Shareholder
        Agreement"              the subscription and shareholder agreement
                                relating to the Company dated 26 July 1991 and
                                entered into between inter alios certain of the
                                parties hereto as amended by three supplemental
                                deeds and seven deeds of adherence;

        "Taxation"
        or "Tax"                means:-

                                (a)     all forms of taxation including and
                                        without any limitation any charge, tax,
                                        duty, levy, impost, withholding or
                                        liability wherever chargeable imposed
                                        for support of national, state, federal,
                                        municipal or local government or any
                                        other person and whether of Luxembourg
                                        or any other jurisdiction; and

                                (b)     any penalty, fine, surcharge, interest
                                        charges or costs payable in connection
                                        with any taxation within (a) above;


<PAGE>   7


        "Taxation
        Authority"              means the Assessor of Income Tax and any other
                                governmental, or other authority whatsoever
                                competent to impose any Taxation whether in
                                Luxembourg or elsewhere; and

        "Taxation Statute"      means any Statute providing for or imposing any
                                Taxation.

1.2     In this Agreement, unless otherwise specified or the context otherwise
        requires:-

        1.2.1   reference to clauses and schedules are to Clauses of and
                Schedules to this Agreement;

        1.2.2   words importing the whole shall be treated as including a
                reference to any part thereof; and

        1.2.3   words and expressions defined in the United Kingdom Companies
                Act 1985 shall have the same meaning herein as therein.

1.3     In this Agreement the headings to Clauses are inserted for convenience
        of reference only and shall not affect the construction or
        interpretation of this Agreement.

2       SALE AND PURCHASE

2.1     With effect from Completion the Selling Management Shareholders shall
        sell and the Purchaser shall purchase the number of Sale Shares set out
        below:-

        Onslow Limited:                     55,000 shares

        Joachim Hettich:                    25,000 shares

        Ostrander Corporation:              27,500 shares

        Graham Shore:                        8,750 shares

        Kyle-Stone Holdings S.A.:           33,750 shares

2.2     Each of the Selling Management Shareholders, the Non-Selling Management
        Shareholder, Abtrust and Standard Life hereby waives any pre-emption
        rights which may exist in relation to the Sale Shares pursuant to the
        Articles of Incorporation of the Company, the Subscription and
        Shareholder Agreement or otherwise.

3       CONSIDERATION

        The consideration at Completion payable for the Sale Shares shall be, in
        aggregate, Pound Sterling 18,000,000 (eighteen million pounds Sterling)
        (the "Consideration").


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4       COMPLETION

4.1     At Completion each of the Selling Management Shareholders shall deliver
        to the Purchaser's Solicitors on behalf of the Purchaser (or procure
        delivery of):-

        4.1.1   a duly executed Share Transfer Agreement in the form set out in
                Part 3 of Schedule 1 hereto in respect of the number of Sale
                Shares set against their name in Clause 2.1 in favour of the
                Purchaser;

        4.1.2   any Power of Attorney under which this Agreement or any document
                referred to herein or executed in pursuance hereof is executed
                on behalf of such Selling Management Shareholder and/or such
                other evidence as may be reasonably necessary to demonstrate the
                authority of any person executing on behalf of the relevant
                Selling Management Shareholder; and

        4.1.3   in respect of Kyle-Stone Holdings S.A. a duly executed
                declaration as set out in Part B of Schedule 3 hereto.

4.2     At Completion the Company shall deliver to the Purchaser's Solicitors on
        behalf of the Purchaser:-

        4.2.1   a duly certified copy of a unanimous resolution of a duly
                authorised committee of the Board approving the transfers
                referred to herein, authorising the execution of the Share
                Transfer Agreements to which the Purchaser and the Selling
                Management Shareholders are also parties in the form set out in
                Part 3 of Schedule 1 hereto, directing that the Purchaser shall
                be entered in the Company's Register of Shareholders in respect
                of the Sale Shares and confirming that an entry shall be made
                against Kyle-Stone Holdings S.A. in the register of members in
                favour of the Purchaser pursuant to Clause 5.11 of the
                Shareholder Agreement;

        4.2.2   the duly executed declaration set out in Part A of Schedule 3
                hereto;

        4.2.3   the duly executed Share Transfer Agreements referred to in
                Clause 4.1.1 above;

        4.2.4   an opinion from Elvinger Dessoy de Fierlant, Luxembourg, counsel
                to the Company, in a form satisfactory to the Purchaser
                confirming, inter alia, that the Company's shares are in
                registered form, that no Liens have been registered against the
                Sale Shares and that the Purchaser would therefore take free of
                any such claim in respect of any Lien if it existed but was not
                registered;

        4.2.5   in respect of the Selling Management Shareholders which are
                corporations, opinion letters relating to the capacity of such
                corporations to enter into this Agreement and be bound by its
                terms and provisions, in a form satisfactory to the Purchaser
                from:

                (a)     Ogier & Le Masurier, in respect of Onslow Limited;
                (b)     Dancia Penn & Co, in respect of Ostrander Corporation
                        Limited; and
                (c)     Elvinger, Hoss & Pruseen, in respect of Kyle-Stone
                        Holdings S.A.; and


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        4.2.6   a certified copy of the register of shareholders of the Company.

4.3     At Completion, each of the Company, Abtrust, Standard Life, the
        Non-Selling Management Shareholder and those Selling Management
        Shareholders who is/are a party thereto shall duly execute and deliver
        to the Selling Management Shareholders' Solicitors the Shareholder
        Agreement.

4.4     In addition, all parties hereto except Joachim Hettich and Onslow
        Limited agree that the documents annexed to this Agreement relating to
        the establishment of Insurance Development Holding A.G. are in
        substantially the agreed form and undertake to execute all such
        documents with such amendments and modifications as such parties may
        consider appropriate within thirty (30) days of Completion.

4.5     Completion of the purchase by the Purchaser of the Sale Shares shall be
        conditional and dependent upon completion of all the sales and purchases
        as referred to herein.

4.6     When the provisions of Clauses 4.1, 4.2 and 4.3 above have been complied
        with, the Purchaser shall procure the delivery to the Selling Management
        Shareholders' Solicitors for the account of the Selling Management
        Shareholders of a CHAPS transfer for the Consideration in favour of the
        Selling Management Shareholders' Solicitors who are authorised by the
        Selling Management Shareholders to receive payment of the Consideration
        on their behalf and whose receipt shall be sufficient discharge of the
        Purchaser's obligations and the Purchaser shall be unconcerned as to the
        division of the Consideration as amongst the Selling Management
        Shareholders.

4.7     Within five (5) Business Days of Completion, the Company undertakes to
        provide to the Purchaser a certified copy of the register of
        shareholders, of the Company confirming that the Purchaser's name has
        been entered thereon in respect of the Sale Shares.

5       WARRANTIES AND UNDERTAKINGS

5.1     Each of the Selling Management Shareholders severally warrants,
        represents and undertakes to the Purchaser that as of the date hereof:-

        5.1.1   he has full power and authority to enter into and perform this
                Agreement and this Agreement when executed will constitute a
                valid, binding and enforceable obligation on such Selling
                Management Shareholder;

        5.1.2   he is entitled to sell and transfer to the Purchaser, on the
                terms of this Agreement without the consent of any third party,
                the unencumbered legal and beneficial ownership of his Sale
                Shares free from any Lien;

        5.1.3   there is no outstanding indebtedness of such Selling Management
                Shareholder to the Company and there is no outstanding
                indebtedness of the Company to such Selling Management
                Shareholder, apart from remuneration accrued and expenses
                incurred by such Selling Management Shareholder on behalf of the
                Company (such amount of remuneration and accrued expenses not
                exceeding in aggregate Pound Sterling 500,000); and


<PAGE>   10


        5.1.4   there is not, nor is there any agreement or arrangement to
                create, any Lien under the laws of Luxembourg or any other
                jurisdiction on, over or affecting any of the Sale Shares held
                by such Selling Management Shareholder and no person is entitled
                to claim any of the foregoing.

5.2     In consideration of the Purchaser entering into this Agreement and
        agreeing to make payments to the Company in accordance with the
        provisions of Clause 5.10 of and Part A of Schedule 5 to the Shareholder
        Agreement, the Company and (to the extent specified in Schedule 4)
        certain of the Selling Management Shareholders warrant, represent and
        undertake that the warranties set out in Schedule 2 are true, accurate
        and not misleading as of the date hereof subject to disclosures made in
        the Disclosure Letter of even date herewith. The warranties given by the
        Selling Management Shareholders and set out in Clause 5.1 and the
        warranties given by the Company and set out in Schedule 2 are
        hereinafter sometimes referred to collectively as "the Warranties".

5.3     Each of the Warranties shall be separate and severable and shall not be
        limited by reference to or inference from any other Warranty.

5.4     Each Selling Management Shareholder and the Company acknowledges that
        the Purchaser is entering into this Agreement in reliance upon the
        Warranties given by him or it, all of which have been made and/or given
        with the intention of inducing the Purchaser to enter into this
        Agreement.

5.5     The liability of each Selling Management Shareholder under Clause 5.1
        shall be limited to the amount received by him for the sale of his Sale
        Shares and such amounts received by each Selling Management Shareholder
        shall not be deemed to be reduced by any Tax paid thereon as a
        consequence of the transfer of such, Sale Shares pursuant to this
        Agreement.

5.6     The Company and each of the Selling Management Shareholders undertakes
        that, should any of them become aware of any circumstances giving or
        likely to give rise to a claim for breach of a Warranty given by it or
        him, it or he will notify the Purchaser as soon as practicable after
        becoming so aware.

5.7     The aggregate liability of the Company and the Co-Warrantors (as defined
        in Schedule 4) pursuant to Clause 5.2 shall not exceed Pound
        Sterling 18,000,000.

5.8     No claim may be made against the Company or the Co-Warrantors (as
        defined in Schedule 4 to this Agreement) pursuant to this Clause 5:

        (a)     unless notice of such claim is served on the Company and the
                Co-Warrantors in writing specifying in reasonable detail the
                nature of such claim and the amount claimed before:

        (i)     in respect of all Warranties relating to taxation, six years;
                and

        (ii)    otherwise, two years;

                from the Completion Date;


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        (b)     unless such notice is served as soon as reasonably practicable,
                and in any event within sixty (60) days, of the Purchaser or any
                of its officers receiving actual knowledge thereof;

        (c)     unless notice of such claim is served on the Company and the
                Co-Warrantors in accordance with this Clause 5.8 and within
                twelve (12) months thereafter legal proceedings in respect of
                such claim shall have been issued and served upon the Company or
                the Co-Warrantors or the Purchaser and the Company or the
                Co-Warrantors have agreed to settle such claim; or

        (d)     which arises from a breach which is capable of remedy unless and
                until the Company is given notice of such breach and such breach
                is not remedied within thirty (30) days of the date upon which
                notice is received.

5.9     The service of a notice of claim on the Company pursuant to Clause 5.8
        shall result in the suspension of the requirement to issue and serve
        legal proceedings in respect of the underlying cause of action referred
        to in Clause 5.8(c). Provided that the requirements of Clause 5.8 have
        been met, no delay resulting from implementation by the Purchaser of the
        set-off against the Contingent Deferred Payments, as permitted by
        paragraph 3 and required by paragraph 4 of Schedule 4, shall give rise
        to a defence against the Purchaser's subsequent attempts under
        paragraphs 5 or 6 of Schedule 4 to collect the balance owed with respect
        to any claim.

5.10    Once notice of a claim has been served on or brought against the
        Company, the Company shall not distribute any Contingent Deferred
        Payments then or thereafter in its possession or under its control until
        such claim has been paid in full or withdrawn. The foregoing
        notwithstanding, the Company may distribute that portion, if any, of the
        Contingent Deferred Payments which exceed the sum of the Determined
        Amount (as defined in Schedule 4) plus interest thereon and costs of
        collection as provided by paragraph 7 of Schedule 4.

5.11    The limitations contained in Clauses 5.5, 5.7 and 5.8 shall not apply
        where there has been fraud or deceit or wilful non-disclosure on the
        part of (as the case may be) the relevant Selling Management Shareholder
        or the Company.

6       SET-OFF

        The mechanism under which the Purchaser will off-set such amounts owed
        to it in respect of any breach of the Warranties is as set out in
        Schedule 4 to this Agreement.

7.      ANNOUNCEMENTS

        Except as otherwise permitted by the Shareholder Agreement no party to
        this Agreement shall make or permit any person connected with it or them
        to make any media announcement or issue any press or media statement or
        press or media release with respect to this Agreement or any matter
        contained herein or ancillary hereto without obtaining the prior written
        agreement of the others to the contents thereof, such agreement not to
        be unreasonably withheld or delayed.


<PAGE>   12


8       ASSIGNMENT AND TRANSFER

        The benefit of this Agreement may be assigned by the Purchaser to any
        company of which it is a subsidiary or to any other company which is its
        subsidiary or a subsidiary of its holding company (the "Purchaser's
        Group") provided that any such assignment shall cease to be effective on
        any such assignee ceasing to be a member of the Purchaser's Group. In
        addition, the Purchaser shall have the right to assign the benefit of
        the provisions of Clause 6 of this Agreement to a purchaser of any or
        all of the Sale Shares. Any such assignment shall be notified to the
        Company, and shall not take effect until the assignee has entered into a
        Deed of Adherence in accordance with the Shareholder Agreement. No other
        party shall be entitled without the prior written consent of the other
        parties to this Agreement to assign or transfer either the benefit or
        burden of this Agreement or any right and/or obligation under this
        Agreement.

9       GENERAL

9.1     Each of the Selling Management Shareholders and the Non-Selling
        Management Shareholders undertakes to the Purchaser that he shall from
        time to time after Completion execute such further documents and do such
        further acts and things as the Purchaser may reasonably require for the
        purposes of vesting in it the respective purchases of the Sale Shares
        and the full benefit of this Agreement.

9.2     If any provision of this Agreement shall to any extent be invalid,
        illegal or unenforceable, the validity, legality and enforceability of
        the remaining provisions shall not in any way be affected or impaired
        thereby and each of the provisions of this Agreement shall be valid,
        legal and enforceable to the fullest extent permitted by any applicable
        law.

9.3     The rights of the Purchaser in respect of a breach of any provision of
        this Agreement shall not be affected by Completion nor by the giving of
        any time or other indulgence to any Selling Management Shareholder nor
        by any cause except a specific waiver or release by the Purchaser in
        writing.

9.4     The rights and remedies of the Purchaser under this Agreement are
        cumulative and not exclusive of each other or of any other right or
        remedy.

9.5     This Agreement may be executed in several counterparts (whether original
        or facsimile counterparts) and upon the execution of all such
        counterparts by one or more parties, each counterpart shall be deemed to
        be an original hereof.

10      COSTS

        Except for the legal fees of the Selling Management Shareholders'
        Solicitors which shall be borne by the Selling Management Shareholders
        and the Company jointly and those of Abtrust and the Standard Life which
        shall be borne by the Company, the other parties hereto shall each pay
        their own costs and expenses in connection with the preparation,
        execution and carrying into effect of this Agreement.


<PAGE>   13


11      ENTIRE AGREEMENT AND VARIATIONS

11.1    This Agreement and the documents referred to herein constitute the whole
        agreement and understanding between the parties relating to the subject
        matter hereof and thereof and supersede any previous agreement,
        arrangement or understanding between the parties in relation thereto. No
        oral explanation or oral information given by any party shall alter the
        interpretation of this Agreement.

11.2    Each of the parties acknowledges that it has not entered into this
        Agreement in reliance on any statement or representation, whether or not
        made by any other party, except insofar as the same has been
        incorporated into this Agreement, including the Schedules hereto, and
        the Shareholder Agreement.

11.3    No variations to this Agreement shall be effective unless made in
        writing and duly executed by each of the parties hereto.


12      GOVERNING LAW AND JURISDICTION

12.1    This Agreement shall be governed by and construed in accordance with the
        laws of England and Wales and may be executed in any number of
        counterparts.

12.2    Each of the parties hereto irrevocably agrees that the High Court of
        Justice in England and Wales is to have jurisdiction to settle any
        disputes which may arise out of or in connection with this Agreement and
        thus any proceedings may be brought in such Court and each of the
        parties hereby submit to such jurisdiction in respect of any rights,
        pleas or claims arising hereunder. Without prejudice to the foregoing
        execution of this Agreement by the parties hereto, Kyle-Stone Holdings
        S.A. and the Company expressly and specifically confirm their agreement
        with the provisions of this Clause 12.2 for the purposes of Article 1 of
        the Protocol annexed to the Convention on Jurisdiction and the
        Enforcement of Judgments in Civil and Commercial Matters signed in
        Brussels on 27th September 1968.

12.3    For the benefit of the Purchaser, each of the Selling Management
        Shareholders hereby irrevocably agrees to appoint the Selling Management
        Shareholders' Solicitors as agent for service of process, to act as
        their authorised agent and to receive service of process in England for
        the purposes of any legal actions or proceedings brought by the
        Purchaser in respect of this Agreement. Any such process shall be
        addressed by name to Mr. Philip Goldenberg and to the Senior Partner of
        S J Berwin & Co for the time being.


<PAGE>   14


13      NOTICES

        Any notice or other communication to be given by one party to another
        under or in connection with the matter contemplated by this Agreement
        shall be in writing and shall be given by letter delivered by hand or
        sent by first class pre-paid recorded delivery or registered post to the
        addresses given herein or such other addresses as may be specified for
        this purpose or by facsimile transmission and shall be deemed to have
        been received and served in the case of delivery by hand prior to 5:00
        p.m. on a business day, when delivered, and in any other case on the
        business day following the day of delivery, or in the case of first
        class pre-paid recorded delivery or registered post or airmail postage
        prepaid on the second business day (and in the case of the Purchaser,
        the fifth business day) following the day of posting or in the case of
        facsimile transmission at the time of transmission.

FOR THE COMPANY:

Lombard International Assurance S.A.
Airport Centre
2 Route de Treves
Senningerberg
L-2633
Luxembourg

Attention:      Chief Executive

Fax:            00 352 346 190


FOR THE PURCHASER:

PM Holdings, Inc.
One American Row
Hartford
CT 06102 5056
Connecticut
USA

Attention:      General Counsel

Fax:            001 860 403 5182


<PAGE>   15


FOR THE SELLING MANAGEMENT SHAREHOLDERS:

SJ Berwin & Co.
222 Grays Inn Road
London WC1X 8HB
England

Attention:      Mr. Philip Goldenberg

Fax:            0171 533 2000

Copy to:        The Senior Partner

IN WITNESS WHEREOF this Agreement has been executed as a deed on the day and
year first above written.

<PAGE>   16
Executed as a Deed by and on behalf of
Aberdeen Asset Management Plc

/s/ Martin J. Gilbert
------------------------------------
Martin J. Gilbert
Director

/s/ Andrew Arthur Laing
------------------------------------
Andrew Arthur Laing
Director/Secretary


Executed as a Deed by and on behalf of
The Standard Life Assurance Company

/s/ James Stretton
------------------------------------
James Stretton
Director

/s/ Peter W. Somerville
------------------------------------
Peter W. Somerville
Director/Secretary


Executed as a Deed by and on behalf of
Kyle Stone Holdings S.A.

/s/ J. K. Stone
------------------------------------
J. K. Stone
Director

/s/ R. Deed
------------------------------------
R. Deed
Director/Secretary


Executed as a Deed by and on behalf of
Lombard International Assurance S.A.

/s/ J. K. Stone
------------------------------------
J. K. Stone
Director

/s/ Martin Gilbert
------------------------------------
Martin Gilbert
Director/Secretary

                                       27
<PAGE>   17
Executed as a Deed by and on behalf of
PM Holdings, Inc.

/s/ Richard H. Booth
------------------------------------
Richard H. Booth
Vice President

/s/ Carole Masters
------------------------------------
Carole Masters
Director/Secretary


Executed as a Deed by and on behalf of
Onslow Limited

/s/ Angus Spencer-Nairn
------------------------------------
Angus Spencer-Nairn
Director

/s/ Mark Rabet
------------------------------------
Mark Rabet
Director/Secretary


Executed as a Deed by and on behalf of
Ostrander Corporation Limited

/s/ Victor Elvinger
------------------------------------
Victor Elvinger
Director

/s/ Catherine Dessoy
------------------------------------
Catherine Dessoy
Director/Secretary


Executed as a Deed by  ) /s/ R. Deed (under power of attorney)
Brain Mitchell in the  )
presence of:           ) /s/ J.F.X. Hettich


Name: Joacquim Franz Xavier Hettich

Address: 47 Gromscheed, L-1670 Senningerberg Luxembourg

Occupation: General Manager


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<PAGE>   18
Executed as a Deed by  ) /s/ Graham Shore
Graham Shore in the    )
presence of:           ) /s/ R. Deed


Name: Robert J.O. Deed

Address: 44 Rue de l'Eglise, L-7224 Walferdange, Luxembourg

Occupation: Company Secretary



Executed as a Deed by  ) /s/ J.F.X. Hettich
Joachim Hettich        )
presence of:           ) /s/ R. Deed

Name: Robert J.O. Deed

Address: 44 Rue de l"Eglise, L-7224 Walferdange, Luxembourg

Occupation: Company Secretary


                                       29