PURCHASE AGREEMENT

     Warburg, Pincus European Equity Fund, Inc. (the "Fund"), a corporation
organized under the laws of the State of Maryland, and CSAM Fund Holdings
Luxembourg S.A. ("CSAM") hereby agree as follows:

     1. The Fund offers CSAM and CSAM hereby purchases 10,000 shares of common
stock of the Fund, which shall be designated Institutional Shares, having a par
value $.001 per share (the "Shares"), at a price of $10.00 per Share (the
"Initial Shares"). CSAM hereby acknowledges receipt of a certificate
representing the Initial Shares and the Fund hereby acknowledges receipt from
CSAM of $100,000.00 in full payment for the Initial Shares.

     2. CSAM represents and warrants to the Fund that the Initial Shares are
being acquired for investment purposes and not for the purpose of distributing
them.

     3. CSAM agrees that if any holder of the Initial Shares redeems such Shares
in the Fund before five years after the date upon which the Fund commences its
investment activities, the redemption proceeds will be reduced by the amount of
unamortized organizational expenses, in the same proportion as the Initial
Shares being redeemed bears to the Initial Shares outstanding at the time of
redemption. The parties hereby acknowledge that any



Shares acquired by CSAM other than the Initial Shares have not been acquired to
fulfill the requirements of Section 14 of the Investment Company Act of 1940, as
amended, and, if redeemed, their redemption proceeds will not be subject to
reduction based on the unamortized organizational expenses of the Fund.

     IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of
the 14th day of October, 1998.

                                      WARBURG, PINCUS EUROPEAN EQUITY FUND, INC.


                                      By:/s/Eugene L Podsiadlo
                                         ---------------------
                                      Name: Eugene L. Podsiadlo

                                      Title: President

ATTEST:



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                                      CSAM FUND HOLDINGS LUXEMBOURG S.A.


                                      By: Signature illegible
                                          -------------------
                                      Name:

                                      Title:

ATTEST:



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