SECURITIES PURCHASE AGREEMENT

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DEFINITIONS

ARTICLE 5

REGISTRATION OF SHARES

ARTICLE 12

MISCELLANEOUS

Section 1.01   .  Definitions.   (a) The following terms, as used herein, have the following meanings:

Section 1.02   .  Other Definitional and Interpretative Provisions.   The words “hereof”, “herein” and “hereunder” and words of like import used in this Agreement shall refer to this Agreement as a whole and not to any particular provision of this Agreement.  The captions herein are included for convenience of reference only and shall be ignored in the construction or interpretation hereof.  References to Articles, Sections, Exhibits and Schedules are to Articles, Sections, Exhibits and Schedules of this Agreement unless otherwise specified.  All Exhibits and Schedules annexed hereto or referred to herein are hereby incorporated in and made a part of this Agreement as if set forth in full herein.  Any capitalized terms used in any Exhibit or Schedule but not otherwise defined therein, shall have the meaning as defined in this Agreement.  Any singular term in this Agreement shall be deemed to include the plural, and any plural term the singular.  Whenever the words “include”, “includes” or “including” are used in this Agreement, they shall be deemed to be followed by the words “without limitation”, whether or not they are in fact followed by those words or words of like import.  “Writing”, “written” and comparable terms refer to printing, typing and other means of reproducing words (including electronic media) in a visible

form.  References to any statute shall be deemed to refer to such statute as amended from time to time and to any rules or regulations promulgated thereunder.  References to any agreement or contract are to that agreement or contract as amended, modified or supplemented from time to time in accordance with the terms hereof and thereof; provided that with respect to any agreement or contract listed on any schedules hereto, all such amendments, modifications or supplements must also be listed in the appropriate schedule.  References to any Person include the successors and permitted assigns of that Person.  References from or through any date mean, unless otherwise specified, from and including or through and including, respectively.  References to “law”, “laws” or to a particular statute or law shall be deemed also to include any and all Applicable Law.

Section 2.01   .  Purchase and Sale.   (a) Upon the terms and subject to the conditions of this Agreement, Seller agrees to sell to Purchaser, and Purchaser agrees to purchase from Seller, the number of the Company Warrants set forth on Exhibit A hereto at the Closing.  The purchase price for each Company Warrant is equal to the Per Warrant Consideration.  The aggregate number of Parent Shares to be issued to Seller in respect of the Company Warrants owned by Seller is set forth under the heading “Parent Shares To Be Issued” on Exhibit A hereto.  The Per Warrant Consideration shall be paid as provided in Section 2.02 .

(b)   To the extent that any adjustment is made to the Per Warrant Consideration pursuant to Section 2.06(d) of the Transaction Agreement, Exhibit A hereto shall be adjusted accordingly to give effect to such adjustment.

Section 2.02   .  Closing.   The closing of the purchase and sale of the Company Warrants hereunder (the “ Closing ”) shall take place at the offices of Davis Polk & Wardwell LLP, 450 Lexington Avenue, New York, New York contemporaneously with the closing of the transactions contemplated by the Majority Block Purchase Agreement (the “ Majority Block Purchase Closing ”), or at such other time or place as Parent and Seller may agree.  At the Closing:

(a)   Purchaser shall deliver to Seller certificates evidencing the aggregate number of Parent Shares set forth under the heading “Parent Shares to be Issued” on Exhibit A in definitive form and registered in the name of Seller, free and clear of any Lien and, except as explicitly contemplated herein or required by Applicable Law, any other limitation or restriction (including, without limitation, any lock-up obligation, restriction on the right to vote, trade, sell or otherwise dispose of the Parent Shares); and

(b)   Seller shall, to the extent applicable, deliver or cause to be delivered to Purchaser all certificates for the Company Warrants set forth on Exhibit A , duly endorsed and accompanied by assignments, substantially in the form attached to the Company Warrants.

Section 2.03   .    No Fractional Shares.   No fractional Parent Shares shall be issued in the Purchase.  All fractional Parent Shares that Seller would otherwise be entitled to receive as a result of the Purchase shall be aggregated and if a fractional share results from such aggregation, the number of Parent Shares to be issued shall be rounded to the nearest whole Parent Share (with 0.50 being rounded upward).

Section 2.04   .  Adjustments.   If, during the period between the date of this Agreement and the Closing,

(i)                  any change in the outstanding capital shares of the Company or Parent shall occur, including by reason of any reclassification, recapitalization, share split or combination, exchange or readjustment of shares, or any share dividend thereon with a record date during such period, but excluding any change that results from (A) any exercise of options or other equity awards to purchase Company Shares or Parent Shares, as applicable, granted under the Company’s or Parent’s share option or compensation plans or arrangements, and any issuance of options, other equity awards or shares pursuant to any such plans or arrangements subject to and in accordance with the terms of this Agreement, (B) any exercise or conversion of any Company Securities (as defined in the Transaction Agreement) (including Company Warrants) or Parent Securities (as defined in the Transaction Agreement) convertible into, or exchangeable for, Company Shares or Parent Shares, as applicable, that are outstanding as of the date hereof, (C) any bona fide issuance of Company Securities or Parent Securities subject to and in accordance with the terms of this Agreement in which Parent or the Company receives fair value for such shares (as determined in good faith by the board of directors of Parent or the Company, as applicable), (D) the issuance of Parent Shares in the Purchase, the Majority Block Purchase or any similar transaction or (E) any other action effected with the prior written consent of Parent, in the case of the Company, or the Company, in the case of Parent, or

(ii)                 Parent or the Company shall declare, subject to and in accordance with the terms of this Agreement, a cash dividend or other cash distribution with a record date during such period other than (A) quarterly cash dividends paid by Parent consistent with past practice and 

having customary record and payment dates and (B) the Share Capital Repayment,

Section 2.05   .  Legends.   (a) Any certificate representing Parent Shares issued to Seller hereunder shall bear a legend in substantially the following form:

THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED, OR ANY NON-U.S. OR STATE SECURITIES LAWS AND MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT IN COMPLIANCE THEREWITH.

(b)   Parent shall use best efforts to replace as soon as possible any certificates representing Parent Shares with, at Parent’s option, certificates or book entries not bearing the legend required by Section 2.05(a) if Parent receives such representations from the Seller as reasonably requested by Parent to enable it to provide an opinion of counsel (which may be in-house counsel), in reliance on such representations, that such legends are no longer required for purposes of applicable securities law.  Parent shall reimburse Seller for reasonable costs and expenses incurred by him in connection with such representation and/or the operation of this Section 2.05 .

Section 3.01   .  Authorization.   Seller has full legal capacity, right and authority to execute and deliver this Agreement and to perform his obligations hereunder. This Agreement constitutes a valid and binding agreement of Seller enforceable against Seller in accordance with its terms (subject to applicable bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and other laws affecting creditors’ rights generally and general principles of equity).

Section 3.02   .  Governmental Authorization.   The execution, delivery and performance by Seller of this Agreement and the consummation by Seller of the

transactions contemplated hereby require no action by or in respect of, or filing with or notifications to, any Governmental Authority, except such as are required for the Majority Block Purchase Closing and other than compliance with any other applicable requirements of the 1933 Act or the 1934 Act, with only such exceptions that, individually or in the aggregate, would not reasonably be expected to adversely affect Seller’s ability to consummate the transactions contemplated by this Agreement to be consummated by it.

Section 3.03   .  Noncontravention.   The execution, delivery and performance by Seller of this Agreement and the consummation by Seller of the transactions contemplated hereby do not and will not (i) assuming compliance with the matters referred to in Section 3.02 , contravene, conflict with, or result in a violation or breach of any provision of any Applicable Law, (ii) assuming compliance with the matters referred to in Section 3.02 , require any consent or other action by any Person under, constitute a default, or an event that, with or without notice or lapse of time or both, would constitute a default, under, or cause or permit the termination, cancellation, acceleration or other change of any right or obligation or the loss of any benefit to which Seller or any of his Affiliates is entitled under, any provision of any agreement or other instrument binding upon Seller or any of his Affiliates, or any license, franchise, permit, certificate, approval or other similar authorization affecting, or relating in any way to, the assets or business of Seller or any of his Affiliates or (iii) result in the creation or imposition of any Lien on any asset of Seller or any of his Affiliates, with only such exceptions, in the case of each of clauses (ii) through (iii), that, individually or in the aggregate, would not reasonably be expected to adversely affect Seller’s ability to consummate the transactions contemplated by this Agreement to be consummated by Seller.

Section 3.04   .  Ownership of Company Warrants; Voting of Company Shares.   (a) Seller is the owner of the Company Warrants set forth on Exhibit A , free and clear of any Lien and any other limitation or restriction, and will transfer and deliver to Purchaser at the Closing valid title to such Company Warrants free and clear of any Lien and any such limitation or restriction.  Except for the Company Warrants set forth on Exhibit A , Seller does not own beneficially or of record any Company Warrants.

Section 3.05   .   Investment Purpose; Inspections; No Other Representations.   (a) The Parent Shares to be acquired by Seller pursuant to this Agreement are being acquired for Seller’s own account for investment and without a view to the public distribution of such Parent Shares or any interest therein.  Seller acknowledges that the Parent Shares being acquired pursuant to this Agreement have not been registered under the 1933 Act or under the securities laws of any state or non-U.S. jurisdiction and may not be sold or transferred without compliance with applicable federal, state or non-U.S. securities laws, pursuant to registration or exemption therefrom.

(b)   Seller has sufficient knowledge and experience in financial and business matters so as to be capable of evaluating the merits and risks of its investment in the Parent Shares and Seller is capable of bearing the economic risks of such investment.

(c)   Seller has been given the opportunity to ask questions of and receive answers from Parent concerning Parent, the Parent Shares and other related matters.  Seller further represents and warrants to Parent and Purchaser that he has been furnished with all information he deems necessary or desirable to evaluate the merits and risks of the acquisition of the Parent Shares and that Parent has made available to Seller or his agents all documents and information relating to an investment in the Parent Shares requested by or on behalf of Seller. In evaluating the suitability of an investment in the Parent Shares, Seller has not relied upon any other representations or other information (other than as contemplated by the preceding sentences) whether oral or written made by or on behalf of Parent.  Without limiting the generality of the foregoing, Seller acknowledges that none of Parent, Purchaser or any of their respective Affiliates makes any representation or warranty with respect to (i) any projections, estimates or budgets delivered to or made available to Seller of future revenues, future results of operations (or any component thereof), future cash flows or future financial condition (or any component thereof) of Parent or its Subsidiaries or the future business and operations of Parent or its Subsidiaries or (ii) any other information or documents made available to Seller or his counsel, accountants or advisors with respect to Parent or its Subsidiaries or their respective businesses or operations, except as expressly set forth in this Agreement or in the case of fraud or intentional misrepresentation.

(d)   Seller is an “Accredited Investor” as such term is defined in Regulation D under the 1933 Act.

(e)   Seller acknowledges and agrees that Parent has furnished Seller prior to the execution and delivery hereof with the information required by Rule 502(b)(2)(ii) under the 1933 Act and Seller has reviewed and understands such information.

(f)   Except for the representations and warranties of Seller contained in this Agreement, Seller makes no other representation or warranty in connection with, arising out of or relating to the transactions contemplated by this Agreement, the Majority Block Purchase Agreement and the Transaction Agreement, express or implied, and Seller hereby disclaims, and Parent and Purchaser may not rely on, any such other representation or warranty, notwithstanding the delivery or disclosure to Parent, Purchaser or any of their respective Affiliates or any other Person of any documentation or other information by Seller or any of its officers, directors, employees, investment bankers, attorneys, accountants, consultants or other agents or advisors (“ Representatives ”) or any other Person with respect to any of such matters, in each case except in the case of fraud or intentional misrepresentation.

Section 3.06   .  Finders’ Fees.   No investment banker, broker, finder or other intermediary is entitled to a fee or commission from Parent or the Company in respect of this Agreement based upon any arrangement or agreement made by or on behalf of Seller in his capacity as such except for (i) reasonable costs and expenses incurred by Seller’s counsels in connection with this Agreement and (ii) additional and/or increased fees and/or commissions for the benefit of Credit Suisse resulting from the inclusion of the value of the Company Warrants or otherwise from the entering into this Agreement for purposes of determining the fees and commissions, if any, that Credit Suisse may be owed in connection with the transactions contemplated by the Transaction Agreement and the Securities Purchase Agreement (as defined in the Transaction Agreement).

Section 4.01   .  Existence and Power.   Each of Parent and Purchaser is duly organized, validly existing and (where applicable) in good standing under the laws of its jurisdiction of organization and has all organizational powers and all governmental licenses, authorizations, permits, consents and approvals required to carry on its business as now conducted, except for those licenses, authorizations,

permits, consents and approvals the absence of which would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on Parent. Parent is duly qualified to do business as a foreign stock corporation in each jurisdiction where such qualification is necessary, except for those jurisdictions where failure to be so qualified would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on Parent.  Since the date of its formation, Purchaser has not engaged in any activities other than in connection with or as contemplated by this Agreement, the Majority Block Purchase Agreement and the Transaction Agreement and the transactions contemplated hereby and thereby.    

Section 4.02   .  Authorization.   (a) The execution, delivery and performance by Parent and Purchaser of this Agreement, the Majority Block Purchase Agreement and the Transaction Agreement and the consummation by Parent and Purchaser of the transactions contemplated by this Agreement, the Majority Block Purchase Agreement and the Transaction Agreement are within the organizational powers of Parent and Purchaser and have been duly authorized by all necessary action on the part of Parent and Purchaser, except, in the case of Parent, for the Parent Shareholder Approvals (as defined below). This Agreement constitutes a valid and binding agreement of Parent and Purchaser enforceable against Parent and Purchaser in accordance with its terms (subject to applicable bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and other laws affecting creditors’ rights generally and general principles of equity).

(b)   The affirmative vote of a simple majority of the total votes cast in favor of (i) an increase in the number of directors constituting the board of directors of Parent, (ii) the issuance of the Parent Shares in connection with the transactions contemplated by this Agreement, the Majority Block Purchase Agreement and the Transaction Agreement and (iii) any amendments to Parent’s Amended and Restated 2005 Employee Equity Plan to the extent required to give effect to the provisions of Sections 3.02(a) and 3.02(c) of the Transaction Agreement (collectively, the “ Parent Shareholder Approvals ”) are the only votes or approvals of the holders of any class or series of capital shares of Parent necessary to approve this Agreement, the Majority Block Purchase Agreement and the Transaction Agreement and the transactions contemplated by this Agreement, the Majority Block Purchase Agreement and the Transaction Agreement.

Section 4.03   .  Governmental Authorization.   The execution, delivery and performance by Parent and Purchaser of this Agreement, the Majority Block Purchase Agreement and the Transaction Agreement and the consummation by Parent and Purchaser of the transactions contemplated hereby, by the Majority Block Purchase Agreement and by the Transaction Agreement require no action by or in respect of, or filing with or notifications to, any Governmental Authority,

other than (i) notifications required to be made to the Company or the AMF due to crossing certain ownership thresholds, (ii) compliance with any applicable requirements of the HSR Act, (iii) compliance with any applicable requirements of antitrust or other competition laws of jurisdictions other than the United States or investment laws relating to foreign ownership, including applicable European Commission antitrust laws and the Swiss Cartel Act, (iv) compliance with any applicable requirements of the 1933 Act, the 1934 Act, the General Rules of the AMF and the Euronext Paris non-harmonized market rules, and any other federal, state or non-U.S. securities laws and (v) the approval (if any) of, or notifications (if any) to, the Delaware Insurance Commissioner, the California Insurance Commissioner, FINMA, the French Comité des entreprises d'assurance , the Canadian Office of the Superintendent of Financial Institutions, the Singapore Monetary Authority, the Bermuda Monetary Authority, the Commissioner of Insurance in Hong Kong, the Irish Financial Regulator, the Labuan Offshore Financial Service Authority (Malaysia), the New York Insurance Department and the Monaco regulatory authority, except, in each case, for any actions or filings the absence of which would not reasonably be expected to (A) impair the ability of Parent and Purchaser to timely consummate the transactions contemplated by this Agreement, the Majority Block Purchase Agreement or the Transaction Agreement or (B) be material to Parent and its Subsidiaries, taken as a whole.

Section 4.04   .  Noncontravention.   The execution, delivery and performance by Parent and Purchaser of this Agreement and the consummation by Parent and Purchaser of the transactions contemplated hereby, by the Majority Block Purchase Agreement and by the Transaction Agreement will not (i) contravene, conflict with, or result in any violation or breach of any provision of the certificate of incorporation or bylaws or other similar organizational documents of Parent or Purchaser, (ii) assuming compliance with the matters referred to in Section 4.03 , contravene, conflict with, or result in a violation or breach of any provision of any Applicable Law or (iii) assuming compliance with the matters referred to in Section 4.03 , require any consent or other action by any Person under, constitute a default, or an event that, with or without notice or lapse of time or both, would constitute a default, under, or cause or permit the termination, cancellation, acceleration o