PLATINUM UNDERWRITERS HOLDINGS LTD
UK 100% QUOTA SHARE RETROCESSION AGREEMENT
<DOCUMENT>
<TYPE>EX-10.54
<SEQUENCE>56
<FILENAME>y84608kexv10w54.txt
<DESCRIPTION>UK 100% QUOTA SHARE RETROCESSION AGREEMENT
<TEXT>
<PAGE>



                                                                 EXHIBIT 10.54

                                                                  EXECUTION COPY

                     100% QUOTA SHARE RETROCESSION AGREEMENT
                              (NON-TRADITIONAL - B-1)

                                 BY AND BETWEEN

                      ST. PAUL REINSURANCE COMPANY LIMITED

                                  (RETROCEDANT)

                                       and

                     PLATINUM UNDERWRITERS REINSURANCE INC.

                               (RETROCESSIONAIRE)

                          DATED AS OF 1 NOVEMBER, 2002



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                                                                  EXECUTION COPY

THIS QUOTA SHARE RETROCESSION AGREEMENT (this "AGREEMENT"), effective as of
12:01 a.m. London time on the day following the Closing (such term and all other
capitalized terms used but not defined herein shall have the meanings ascribed
to such terms in the Formation and Separation Agreement, as defined below; such
time the "EFFECTIVE TIME" and such date the "EFFECTIVE DATE"), is made by and
between ST. PAUL REINSURANCE COMPANY LIMITED, a United Kingdom domiciled
insurance company ("RETROCEDANT"), and PLATINUM UNDERWRITERS REINSURANCE, INC.
(formerly known as USF&G Family Insurance Company), a Maryland domiciled stock
insurance company ("RETROCESSIONAIRE").

WHEREAS, pursuant to a Formation and Separation Agreement dated as of October
28, 2002 (the "FORMATION AND SEPARATION AGREEMENT") between Platinum
Underwriters Holdings, Ltd. ("PLATINUM HOLDINGS"), the ultimate parent of
Retrocessionaire, and The St. Paul Companies, Inc. ("THE ST. PAUL"), the
ultimate parent of Retrocedant, Platinum Holdings acquired one hundred percent
(100%) of the issued and outstanding Shares; and

WHEREAS, pursuant to the Formation and Separation Agreement, The St. Paul agreed
to cause its insurance subsidiaries to cede specified liabilities under certain
reinsurance contracts of The St. Paul's insurance subsidiaries, and Platinum
Holdings agreed to cause its insurance subsidiaries to reinsure such
liabilities; and

WHEREAS, Retrocedant has agreed to retrocede to Retrocessionaire, and
Retrocessionaire has agreed to assume by indemnity reinsurance, as of the
Effective Time, a one hundred percent (100%) quota share of the liabilities
arising pursuant to the Reinsurance Contracts (as defined hereunder), subject to
the terms set forth herein.

NOW, THEREFORE, in consideration of the mutual covenants and promises and upon
the terms and conditions set forth herein, the parties hereto agree as follows:

1.       BUSINESS COVERED

         Retrocedant hereby obligates itself to retrocede to Retrocessionaire
         and Retrocessionaire hereby obligates itself to accept, pursuant to the
         terms of this Agreement, a one hundred percent (100%) quota share of
         any and all liabilities incurred by Retrocedant on or after January 1,
         2002 but not yet paid as of the Effective Time, under all reinsurance
         and retrocession contracts that:

         (i)      are listed in Exhibit A-1 hereto, and Exhibit A-2 sets forth
         the aggregate loss, loss adjustment expense and ceding commission
         reserve amounts, each as of June 30, 2002, over the Reinsurance
         Contracts, by line of business, or

         (ii)     are new or renewal non-traditional reinsurance or retrocession
         contracts of the kind listed in Exhibit A-1 hereto entered into by
         Retrocedant pursuant to Clause 4.2 or 4.3 of Part B or (to the extent
         provided therein) Clause 10 of Part C of the UK Underwriting Agency and
         Underwriting Management Agreement (the "AGENCY AGREEMENT") between
         Retrocedant and Platinum Re (UK) Limited of even date herewith and that
         Retrocedant has consented to being retroceded to Retrocessionaire,



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         (each, a "REINSURANCE CONTRACT").

         Notwithstanding the foregoing, Retrocedant shall retain all liabilities
         for ceding commission and brokerage fees up to the carrying value of
         the related reserves on the books of the Retrocedant as of September
         30, 2002 (the "Initial Ceding Commission Reserves"), and as finally
         determined pursuant to the provisions of Article IV herein, which
         reserves shall also be retained by Retrocedant. All liabilities for
         ceding commissions and brokerage fees in excess of such carrying value
         shall be assumed by Retrocessionaire, as provided for above.

         Notwithstanding the foregoing, Retrocedant will retain all liabilities
         arising under any Reinsurance Contract relating to or emanating from
         the losses caused by the European floods in August 2002 (he "Flood
         Liabilities").

         With respect to any named storm(s) (which are Tropical Prediction
         Center designated named storms) in existence as of the Effective Time
         which cause insured damage within 10 days of the Effective Date, except
         as provided for herein, Retrocedant shall retrocede one hundred percent
         (100%) quota share of losses arising from all such storms, net of the
         inuring benefit of Inuring Retrocessions as allocated pursuant to
         Exhibits D and F (but excluding the inuring benefit of the Holborn
         aggregate cover referenced as Item 13 in Exhibit D) to Retrocessionaire
         and Retrocessionaire shall accept one hundred percent (100%) quota
         share of such losses. However, Retrocedant shall retain $25,000,000 of
         losses, in the aggregate, net of the inuring benefit of Inuring
         Retrocessions as allocated pursuant to Exhibits D and F, in excess of
         the first $25,000,000, net of the inuring benefit of Inuring
         Retrocessions as allocated pursuant to Exhibits D and F, that
         Retrocessionaire assumes. Retrocedant shall use commercially reasonable
         efforts to arrange, on behalf of Retrocessionaire, third party
         retrocessional coverage for losses arising from such named storms in
         excess of $50,000,000 in the aggregate, net of the inuring benefit of
         Inuring Retrocessions as allocated pursuant to Exhibits D and F. The
         cost of such coverage shall not exceed $5 million with such cost shared
         equally by Retrocedant and Retrocessionaire. The amount of such
         coverage shall be $100,000,000 or such lesser amount as may be
         available on the specified terms. It is understood that the calculation
         of any losses or retentions by the Retrocedant or the Retrocessionaire,
         as the case may be, pursuant to this subparagraph shall include all
         losses or retentions, respectively, with respect to all subsidiaries of
         The St. Paul or Platinum Holdings, as the case may be, under any Quota
         Share Retrocession Agreement, as defined in the Formation and
         Separation Agreement, between a subsidiary of The St. Paul, as cedant,
         and any subsidiary of Platinum Holdings as retrocessionaire.

         The Flood Liabilities, the 2002 UK Bank Book Liabilities and the
         liabilities in respect of the named storms, as described above retained
         by Retrocedant as specified above (collectively, the "Excluded Losses")
         shall not be subject to this Agreement.

         No retrocession shall attach with respect to any contracts of
         reinsurance of any kind or type whatsoever issued and/or assumed by
         Retrocedant, other than the Reinsurance Contracts.



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2.       TERM

         This Agreement shall be continuous as to the Reinsurance Contracts.
         Except as mutually agreed in writing by Retrocedant and
         Retrocessionaire, this Agreement shall remain continuously in force
         until all Reinsurance Contracts are terminated, expired, cancelled or
         commuted.

3.       COVERAGE

3.1      SECTION A (RETROSPECTIVE) COVERAGE PERIOD

         The Section A (Retrospective) Coverage Period will be the period from
         and including January 1, 2002 to but not including the Effective Time.

3.2      SECTION B (PROSPECTIVE) COVERAGE PERIOD

         The Section B (Prospective) Coverage Period will be the period from and
         including the Effective Time through the commutation, expiration or
         final settlement of all liabilities under any of the Reinsurance
         Contracts.

3.3      COVERAGE LIMITS

         Coverage under this Agreement for a specific Reinsurance Contract shall
         be subject to the aggregate limit specified in the Reinsurance Contract
         reduced by all payments made by either Retrocedant or Retrocessionaire
         pursuant to such Reinsurance Contract. The application of any such
         aggregate limits shall be made in chronological order in accordance
         with the dates of the respective losses. It is understood, however,
         that such application shall not result in Retrocedant's becoming liable
         for any adverse development under this Agreement except as otherwise
         explicitly set forth herein.

4.       PREMIUMS AND ADDITIONAL CONSIDERATION

4.1      SECTION A (RETROSPECTIVE) COVERAGE PERIOD -- PREMIUMS

         (A)      On the Effective Date, in respect of the Section A
                  (Retrospective) Coverage Period, Retrocedant shall pay to the
                  account of Retrocessionaire an aggregate amount representing
                  the sum of all amounts related and specifically allocated to
                  each individual Class of Business (the "Initial Section A
                  Premium") equal to one hundred percent (100%) of the carrying
                  value on the books of the Retrocedant as of September 30,
                  2002, of the aggregate of all Loss Reserves relating to the
                  Reinsurance Contracts, determined in accordance with statutory
                  accounting principles on a basis consistent in all material
                  respects with the methods, principles, practices and policies
                  employed in the preparation and presentation of Retrocedant's
                  annual statutory financial statement as of 31 December 2001 as
                  filed with the Financial Services Authority (consistent with
                  the methods, principles, practices and policies applied at
                  June 30, 2002) and as submitted to



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                  The St. Paul, provided, that in no event shall such amount be
                  less than Retrocedant's good faith estimate, based upon due
                  investigation by the Retrocedant, as of the date at which such
                  the calculation is being made, of all Loss Reserves relating
                  to the Reinsurance Contracts by applicable Class of Business
                  that would be required (i)]in order for such reserves to be in
                  full compliance with customary practices and procedures of
                  Retrocedant for filings and financial statements as of
                  September 30, 2002, and (ii) to cause such reserves to bear a
                  reasonable relationship to the events, conditions,
                  contingencies and risks which are the bases for such reserves,
                  to the extent known by Retrocedant at the time of such
                  calculation.

         (B)      On the 90th day following the Effective Date (or if such 90th
                  day is not a Business Day, the first Business Day following
                  such 90th day), Retrocedant shall prepare and deliver to
                  Retrocessionaire an accounting (the "Proposed Loss Reserve
                  Accounting") of all Loss Reserves relating to the Reinsurance
                  Contracts, as of the Effective Date, determined in accordance
                  with this Section 4.1 and the Methodology for Calculation of
                  the Final Section A Premium, as set forth on Exhibit B hereto
                  (the "Final Section A Premium") and the reserves for ceding
                  commissions and brokerage fees relating to the Reinsurance
                  Contracts on the books at the Retrocedant as of the Effective
                  Date (the "Final Ceding Commission Reserves"), and taking into
                  consideration all relevant data becoming available to
                  Retrocedant subsequent to the Effective Date. In the event the
                  Final Section A Premium for any individual Class of Business
                  is greater than the Initial Section A Premium for such
                  individual Class of Business or the Final Ceding Commission
                  Reserves are less than the Initial Ceding Commission Reserves,
                  Retrocedant shall promptly pay to the account of
                  Retrocessionaire the difference plus interest on such amount
                  at the Applicable Rate from and including the Effective Date
                  to and including the date of such payment. In the event the
                  Final Section A Premium for any individual Class of Business
                  is less than the Initial Section A Premium for such individual
                  Class of Business or the Final Ceding Commission Reserves are
                  greater than the Initial Ceding Commission Reserves,
                  Retrocessionaire shall promptly pay to the account of
                  Retrocedant the difference plus interest on such amount at the
                  Applicable Rate (as defined below) from and including the
                  Effective Date to and including the date of such payment.
                  "Class of Business" shall be defined as each individual class
                  or line of business as delineated by the Retrocedant as of the
                  date hereof as set forth on Exhibit A-1.

         (C)      In the event that a reinsurance contract is not included in
                  one of the classes set forth in Exhibit A-1, but is deemed to
                  be a Reinsurance Contract by the mutual agreement of the
                  parties, the parties shall determine whether the Final Section
                  A Premium reflected one hundred percent of the associated
                  reserves with respect to such Reinsurance Contract as of the
                  Effective Date. If the Final Section A Premium did not so
                  reflect such associated reserves with respect to such
                  Reinsurance Contract as of the Effective Date, Retrocedant
                  shall promptly pay to the account of Retrocessionaire an
                  amount equal to the amount that



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                  should have been included in the Final Section A Premium, as
                  determined pursuant to paragraph (b) of this Section 4.1, less
                  any amounts paid by Retrocedant on or after the Effective Date
                  pursuant to such Reinsurance Contract relating to such
                  reserves, plus interest on such amount at the Applicable Rate
                  calculated from and including the Effective Date to and
                  including the date of such payment to Retrocessionaire.

         (D)      Notwithstanding the foregoing, the parties agree that all
                  gross estimated premiums written prior to the Effective Date
                  and earned but not yet billed, net of applicable ceding
                  commission and retrocession premium (net of retrocession
                  commissions) ("EBUB", and also referred to as "estimated
                  premiums receivable" or "EBNR" or "earned but unbilled") as of
                  the Effective Time and relating to the Reinsurance Contracts,
                  as determined on or before 30 September, 2002, as set forth in
                  Exhibit C, in a manner consistent with Retrocedant's customary
                  practices and procedures and as submitted to The St. Paul,
                  shall be allocated to Retrocedant. All payments received after
                  the Effective Time by Retrocedant or Retrocessionaire in
                  respect of EBUB as of the Effective Time shall be retained by
                  Retrocedant or held on trust for and paid by Retrocessionaire
                  to or to the order of Retrocedant, and all rights to collect
                  such amounts shall be retained by or transferred to
                  Retrocedant. Any changes made on or after the Effective Time
                  as to the estimated amount of EBUB as of the Effective Time
                  shall be for the account of Retrocessionaire and shall not
                  affect the amount retained by Retrocedant. The parties agree
                  that as of the first anniversary of the date hereof,
                  Retrocessionaire shall pay to Retrocedant the difference, if
                  any, between the amount of EBUB as of the Effective Time and
                  the aggregate amount subsequently billed and paid to and/or
                  retained by Retrocedant prior to that date with respect to
                  EBUB as of the Effective Time, it being understood that
                  Retrocedant shall bear all risk of non-payment and
                  non-collectibility with respect to premiums written and
                  unearned as of the Effective Date and subsequently billed. All
                  amounts, if any, in respect of EBUB which are in excess of
                  EBUB as of the Effective Time, calculated pursuant to the
                  first sentence of this Section 4.1(D), shall be for the
                  account of Retrocessionaire and no such amounts shall be
                  retained by or payable to Retrocedant.

4.2      SECTION B (PROSPECTIVE) COVERAGE PERIOD -- PREMIUMS.

         (A)      On the Effective Date, in respect of the Section B
                  (Prospective) Coverage Period, Retrocedant shall transfer to
                  Retrocessionaire an aggregate amount representing the sum of
                  all amounts related and specifically allocated to each
                  individual Class of Business (the "Initial Section B Premium")
                  equal to the carrying value on the books of Retrocedant as of
                  September 30, 2002, of one hundred percent (100%) of the
                  unearned premium reserves, net of unearned ceding commission
                  and brokerage fees and net of Inuring Retrocession premiums as
                  provided for in Section 7.4 in each case relating to the
                  Reinsurance Contracts, determined in accordance with statutory
                  accounting principles on a basis consistent in all material
                  respects with the methods,



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                  principles, practices and policies employed in the preparation
                  and presentation of Retrocedant's annual statutory financial
                  statement as of 31 December 2001 as filed with the Financial
                  Services Authority (consistent with the methods, principles,
                  practices and policies applied at June 30, 2002) and as
                  submitted to The St. Paul.

         (B)      On the 90th day following the Effective Date (or if such 90th
                  day is not a Business Day, the first Business Day following
                  such 90th day), Retrocedant shall prepare and deliver to
                  Retrocessionaire an accounting (the "Proposed Premium Reserve
                  Accounting", together with the Proposed Loss Reserve
                  Accounting, the "Proposed Accounting") of all unearned premium
                  reserves relating to the Reinsurance Contracts, as of the
                  Effective Date, determined in accordance with statutory
                  accounting principles on a basis consistent in all material
                  respects with the methods, principles, practices and policies
                  employed in the preparation and presentation of Retrocedant's
                  annual statutory financial statement as of 31 December 2001 as
                  filed with the Financial Services Authority (consistent with
                  the methods, principles, practices and policies applied at
                  June 30, 2002) and as submitted to The St. Paul, relating to
                  the Reinsurance Contracts, net of the unearned ceding
                  commission and net of Inuring Retrocession premiums as
                  provided for in Section 7.4 and as allocated pursuant to
                  Exhibit E (the "Final Section B Premium"). In the event the
                  Final Section B Premium for any individual Class of Business
                  is greater than the Initial Section B Premium for such
                  individual Class of Business, Retrocedant shall promptly pay
                  to the account of Retrocessionaire the difference plus
                  interest on such amount at the Applicable Rate from and
                  including the Effective Date to and including the date of such
                  payment. In the event the Initial Section B Premium for any
                  individual Class of Business is greater than the Final Section
                  B Premium for such individual Class of Business,
                  Retrocessionaire shall promptly pay to the account of
                  Retrocedant the difference plus interest on such amount at the
                  Applicable Rate from and including the Effective Date to and
                  including the date of such payment.

         (C)      Retrocedant shall transfer to Retrocessionaire with respect to
                  all Reinsurance Contracts, one hundred percent (100%) of all
                  gross premiums written on or after the Effective Time, net of
                  premium returns, allowances and cancellations and less any
                  applicable Retrocedant Ceding Commission and Inuring
                  Retrocession premiums as provided for in Section 7.4 and as
                  allocated pursuant to Exhibit F, provided, however, that all
                  premiums written arising in respect of a Loss Occurrence (as
                  such term is defined in the Reinsurance Contract) occurring
                  prior to 1st January, 2002, including reinstatement premiums,
                  loss share premiums and penalty premiums, shall be for the
                  account of Retrocedant.

         (D)      Retrocedant shall retain all gross premiums written on or
                  after the Effective Time attributable to losses arising from
                  the Excluded Losses, including but not limited to adjusted
                  premiums, portions of reinstatement premiums and other
                  adjustments attributable to such losses.



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4.3      DISPUTE RESOLUTION.

         (A)      After receipt of the Proposed Accounting, together with the
                  work papers used in preparation thereof, Retrocessionaire
                  shall have 30 days (the "Review Period") to review such
                  Proposed Accounting. Unless Retrocessionaire delivers written
                  notice to Retrocedant on or prior to the 30th day of the
                  Review Period stating that it has material objections to the
                  Proposed Accounting for one or more Classes of Business or the
                  Final Ceding Commission Reserves, Retrocessionaire shall be
                  deemed to have accepted and agreed to the Proposed Accounting
                  and the Final Ceding Commission Reserves. Retrocessionaire
                  shall not object to any method, principle, practice or policy
                  employed in the preparation of the Proposed Accounting if such
                  method, principle, practice or policy is consistent in all
                  material respects with that employed in the preparation and
                  presentation of Retrocedant's statutory annual financial
                  statement as of 31 December 2001, as filed with the Financial
                  Services Authority and as submitted to The St. Paul, it being
                  understood that Retrocessionaire reserves the right to object
                  to the appropriateness of a particular application or manner
                  of application of any such method, principle, practice or
                  policy. If Retrocessionaire so notifies Retrocedant of any
                  material objection(s) to the Proposed Accounting or the Final
                  Ceding Commission Reserves, the parties shall in good faith
                  attempt to resolve, within 30 days (or such longer period as
                  the parties may agree) following such notice (the "Resolution
                  Period"), their differences with respect to such material
                  objections related to any Class of Business so identified.
                  Retrocedant and Retrocessionaire agree that only those Classes
                  of Business (or the Final Ceding Commission Reserves, if
                  applicable) to which such notification relates shall be
                  subject to adjustment, and any resolution by them as to any
                  disputed amounts, as evidenced by a writing signed by both
                  parties, shall be final, binding and conclusive.

                  In the event that Retrocessionaire believes that Loss Reserves
                  for a Class of Business need to be increased beyond the amount
                  implied by the algorithm set forth in Exhibit C, or the Final
                  Ceding Commission Reserves need to be reduced,
                  Retrocessionaire and Retrocedant will endeavor to agree on an
                  appropriate adjustment. If the two parties cannot agree on an
                  adjustment, Retrocedant may elect to (i) retain the
                  liabilities and the associated Loss Reserves for the subject
                  Class of Business and all unearned premium and
                  Retrocessionaire shall transfer to Retrocedant all Initial
                  Section A Premium and Initial Section B Premium paid by
                  Retrocedant for the subject Class of Business, plus interest
                  on the average amount at the Applicable Rate from the
                  Effective Date to the date of such transfer, or (ii) extend
                  the time period for adjusting the reserve to as much as 36
                  months or (iii) choose to arbitrate according to Section
                  4.3(B), it being understood that arbitration according to
                  Section 4.3(b) shall be the sole remedy for disputes regarding
                  the Final Ceding Commission Reserves. In the event that
                  Retrocedant chooses to extend the time period for adjusting
                  the reserves for a Class of Business, Retrocedant retains the
                  exposure to



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                  adverse loss development and Retrocessionaire will suffer no
                  exposure to paid losses in excess of the Initial Section A
                  Premium and Initial Section B Premium paid by Retrocedant. At
                  the end of the extended period, any continued disagreement
                  between Retrocedant and Retrocessionaire would be submitted to
                  arbitration as set forth in Section 4.3(B) hereto.

         (B)      Any amount remaining in dispute at the conclusion of the
                  Resolution Period for which Retrocedant has not elected the
                  remedies set forth in Section 4.3(A)(i) and (ii) above or as
                  to which any extension period has elapsed without agreement
                  between the parties ("Unresolved Changes") shall be submitted
                  to arbitration. One arbiter (each arbiter, an "Arbiter") shall
                  be chosen by Retrocedant, the other by Retrocessionaire, and
                  an umpire (the "Umpire") shall be chosen by the two Arbiters
                  before they enter upon arbitration. In the event that either
                  party should fail to choose an Arbiter within 30 days
                  following a written request by the other party to do so, the
                  requesting party may choose two Arbiters, but only after
                  providing 10 days' written notice of its intention to do so
                  and only if such other party has failed to appoint an Arbiter
                  within such 10 day period. The two Arbiters shall in turn
                  choose an Umpire who shall act as the Umpire and preside over
                  the hearing. If the two Arbiters fail to agree upon the
                  selection of an Umpire within 30 days after notification of
                  the appointment of the second Arbiter, the selection of the
                  Umpire shall be made by the A.I.D.A. Reinsurance and Insurance
                  Arbitration Society of the UK ("ARIAS UK"). All Arbiters and
                  Umpires shall be active or retired disinterested
                  property/casualty actuaries of insurance or reinsurance
                  companies or Lloyd's of London Underwriters.

         (C)      Each party shall present its case to the Arbiters within 30
                  days following the date of appointment of the Umpire, unless
                  the parties mutually agree to an extension of time. Subject to
                  the provisions of paragraph (f) of this Section 4.3, the
                  decision of the Arbiters shall be final and binding on both
                  parties; but failing to agree, they shall call in the Umpire
                  and the decision of the majority shall be final and binding
                  upon both parties. Judgment upon the final decision of the
                  Arbiters may be entered in any court of competent
                  jurisdiction.

         (D)      Each party shall bear the expense of its own Arbiter, and
                  shall jointly and equally bear with the other the expense of
                  the Umpire and of the arbitration unless otherwise directed by
                  the Arbiters.

         (E)      Any arbitration proceedings shall take place in London,
                  England unless the parties agree otherwise.

         (F)      Once the Proposed Accounting has been finalized in accordance
                  with the above process, the Final Section A Premium and the
                  Final Section B Premium amounts shall be as set forth in the
                  Proposed Accounting, as determined by the Arbiters, if
                  applicable (the "Arbitrated Final Section A Premium" and/or
                  "Arbitrated Final Section B Premium", as the case may be). In
                  the event the



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                                       9

                  sum of the Arbitrated Final Section A Premium and the
                  Arbitrated Final Section B Premium amounts (determined in
                  accordance with the first sentence of this Section 4.3(f)) is
                  greater than the amount paid by Retrocedant to
                  Retrocessionaire on the Effective Date, Retrocedant shall
                  promptly pay to the account of Retrocessionaire the difference
                  plus interest on such amount at the Applicable Rate from and
                  including the Effective Date to and including the date of such
                  payment. In the event the sum of such amounts (determined in
                  accordance with the first sentence of this Section 4.3(f)) is
                  lower than the amount paid by Retrocedant to Retrocessionaire
                  on the Effective Date, Retrocessionaire shall promptly pay to
                  the account of Retrocedant the difference plus interest on
                  such amount at the Applicable Rate from the Effective Date to
                  the date of such payment.

         (G)      It is understood that the dispute resolution provisions set
                  forth in this Section 4.3 represent the exclusive remedy for
                  disputes arising between the parties with respect to the
                  Proposed Accounting and that the dispute mechanisms set forth
                  in Section 15 shall be the exclusive remedy for all disputes
                  not relating to the Proposed Accounting.

5.       RETROCEDANT CEDING COMMISSION

         With respect to the Reinsurance Contracts, Retrocessionaire shall pay
         to Retrocedant a ceding commission (the "RETROCEDANT CEDING
         COMMISSION") with respect to the Section B (Prospective) Coverage
         Period, and such Retrocedant Ceding Commission shall equal 100 percent
         (100%) of the actual expenses incurred in writing each Reinsurance
         Contract, including actual ceding commissions and brokerage fees, as
         determined in accordance with Retrocedant's customary practices and
         procedures and as submitted to The St. Paul, all as allocable pro rata
         to periods from and after the Effective Time. Retrocedant Ceding
         Commissions shall also include all underwriting fees and other costs
         and expenses paid by Retrocedant pursuant to the Agency Agreement
         between Retrocedant and Platinum Re (UK) Limited, dated as of the date
         hereof, and all underwriting and other expenses incurred by Retrocedant
         on or after the Effective Date with respect to the liabilities
         transferred hereunder, as determined in accordance with Retrocedant's
         customary practices and procedures.

6.       ORIGINAL CONDITIONS

         All retrocessions assumed under this Agreement shall be subject to the
         same rates, terms, conditions, waivers and interpretations, and to the
         same modifications and alterations, as the respective Reinsurance
         Contracts.



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7.       INURING RETROCESSIONS

7.1      ALLOCATION TO RETROCESSIONAIRE

         Retrocedant agrees that the retrocession contracts purchased by the
         reinsurance division of The St. Paul ("ST. PAUL RE") from third party
         retrocessionaires ("THIRD PARTY RETROCESSIONAIRES") on behalf of
         Retrocedant prior to the Effective Time that are listed on Exhibit C
         hereto shall inure to the benefit of Retrocessionaire to the extent of
         liabilities covered under this Agreement ("INURING RETROCESSIONS"),
         subject to the agreed allocations in Exhibits D, E and F. It is further
         understood and agreed that facultative reinsurance not listed on
         Exhibit C but relating to the Reinsurance Contracts shall also inure to
         the benefit of Retrocessionaire to the extent of liabilities covered
         under this Agreement and shall be considered Inuring Retrocessions
         under this Agreement.

7.2      TRANSFER

         Retrocedant and Retrocessionaire shall use their respective
         commercially reasonable efforts to obtain the consent of Third Party
         Retrocessionaires under the Inuring Retrocessions to include
         Retrocessionaire as an additional reinsured with respect to the
         Reinsurance Contracts or, in the alternative, to make all payments,
         directly to Retrocessionaire, to the extent allocable to the
         Reinsurance Contracts, in the manner set forth in Exhibit D hereto, and
         to seek all payments, to the extent allocable to the Reinsurance
         Contracts, in the manner set forth herein in Exhibit E hereto, directly
         from Retrocessionaire, it being understood that Retrocessionaire shall
         bear all risk of non-payment or non-collectibility under the Inuring
         Retrocessions.

7.3      INURING RETROCESSIONS CLAIMS

         (A)      Each of the parties agrees to transfer to the other party all
                  recoveries or any portion thereof that such party receives on
                  or after the Effective Time pursuant to the Inuring
                  Retrocessions which are allocated to the other party in the
                  manner set forth in Exhibit D hereto. Retrocedant shall use
                  its commercially reasonable efforts to collect any recoveries
                  due to Retrocessionaire under the Inuring Retrocessions that
                  indemnify the Retrocedant for losses or expenses payable or
                  return of premium allocable to the Retrocessionaire and shall
                  hold them on trust for, and pay them to or to the order of
                  Retrocessionaire. The parties agree that Retrocessionaire's
                  obligations to make payments pursuant to the Inuring
                  Retrocessions or to reimburse Retrocedant pursuant to this
                  Agreement shall not be waived by non-receipt of any such
                  amounts. Retrocessionaire shall reimburse Retrocedant for one
                  hundred percent (100%) of any expenses reasonably incurred by
                  Retrocedant in attempting to make such collection, including
                  all allocated expenses, as determined in accordance with St.
                  Paul Re's customary practices and procedures. Retrocessionaire
                  shall have the right to associate with Retrocedant, at
                  Retrocessionaire's own expense, in any actions brought by
                  Retrocedant to make such collections.



<PAGE>



                                       11

         (B)      In the event claims of Retrocedant and Retrocessionaire
                  aggregate in excess of the applicable limit under an Inuring
                  Retrocession, all limits applicable to either Retrocedant or
                  Retrocessionaire shall be allocated between Retrocedant and
                  Retrocessionaire in the manner set forth in Exhibit F hereto.

7.4      INITIAL CONSIDERATION

         To the extent not already reflected in the calculation of Final Section
         B Premium, as part of the Section B (Prospective) Coverage Period
         premiums described in Section 4.2, Retrocessionaire shall reimburse
         Retrocedant for one hundred percent (100%) of any and all unearned
         premiums paid by Retrocedant under such Inuring Retrocessions net of
         any applicable unearned ceding commissions paid to Retrocedant
         thereunder.

7.5      ADDITIONAL CONSIDERATION

         Retrocessionaire agrees to pay under the Inuring Retrocessions all
         future premiums Retrocedant is obligated to pay pursuant to the terms
         of the Inuring Retrocessions to the extent that such premiums are
         allocable to Retrocessionaire in the manner set forth in Exhibit E
         hereto, and not otherwise paid by Retrocessionaire and to indemnify
         Retrocedant for all such premiums paid directly by Retrocedant, net of
         any ceding commissions and similar amounts paid by Third Party
         Retrocessionaires to Retrocedant.

7.6      TERMINATION AND COMMUTATION OF INURING RETROCESSIONS

         (A)      With respect to any Inuring Retrocessions providing coverage
                  solely with respect to the Reinsurance Contracts, Retrocedant
                  agrees, on behalf of itself and its affiliates, that
                  Retrocedant shall not take any action or fail to take any
                  action that would reasonably result in the termination or
                  commutation of or any material change in the coverage provided
                  by any Inuring Retrocession, without the prior written consent
                  of the Retrocessionaire, such consent not to be unreasonably
                  withheld.

         (B)      With respect to any Inuring Retrocessions providing coverage
                  for both Reinsurance Contracts and to business not being
                  transferred, neither party shall take any action or fail to
                  take any action that would reasonably result in the
                  termination or commutation of or any material change in the
                  coverage provided by any Inuring Retrocession, without the
                  prior written consent of the other party, such consent not to
                  be unreasonably withheld.

8.       LOSS AND LOSS EXPENSE; SALVAGE AND SUBROGATION; FOLLOW THE FORTUNES

         (A)      Retrocessionaire shall be liable for one hundred percent
                  (100%) of all future loss, loss adjustment expenses, incurred
                  but not reported losses and other payment obligations that
                  arise (including ceding commissions, as and to the



<PAGE>



                                       12

                  extent determined in Article IV) under the Reinsurance
                  Contracts on and after January 1, 2002 and are payable as of
                  or after the Effective Time and shall reimburse Retrocedant
                  for any losses, loss adjustment expenses and other payment
                  obligations paid by Retrocedant following the Effective Time
                  in respect of the Reinsurance Contracts, net of any recoveries
                  received by Retrocedant with respect thereto, including
                  recoveries under Inuring Retrocessions. Retrocessionaire shall
                  have the right to all salvage and subrogation on the account
                  of claims and settlements with respect to the Reinsurance
                  Contracts.

         (B)      In the event of a claim under a Reinsurance Contract, the
                  Retrocedant will assess the validity of the claim and make a
                  determination as to payment, consistent with the claims
                  handling guidelines previously provided to Retrocedant in
                  writing by Retrocessionaire and Retrocessionaire may exercise
                  its rights under Section 10.1 in respect thereof. Retrocedant
                  shall provide prompt notice of any claim in excess of $500,000
                  to Retrocessionaire. All payments made by Retrocedant, whether
                  under strict contract terms or by way of compromise, shall be
                  binding on Retrocessionaire. In addition, if Retrocedant
                  refuses to pay a claim in full and a legal proceeding results,
                  Retrocessionaire will be unconditionally bound by any
                  settlement agreed to by Retrocedant or the adverse judgment of
                  any court or arbitrator (which could include any judgment for
                  bad faith, punitive damages, excess policy limit losses or
                  extra contractual obligations) and Retrocedant may recover
                  with respect to such settlements and judgments under this
                  Agreement. Though Retrocedant will settle such claims and
                  litigation in good faith, Retrocessionaire is bound to accept
                  the settlements paid by Retrocedant and such settlements may
                  be for amounts that could be greater than the amounts that
                  would be agreed to by Retrocessionaire if Retrocessionaire
                  were to settle such claims or litigation directly. It is the
                  intent of this Agreement that Retrocessionaire shall in every
                  case in which this Agreement applies and in the proportions
                  specified herein, "follow the fortunes" of Retrocedant in
                  respect of risks Retrocessionaire has accepted under this
                  Agreement.

9.       EXTRA CONTRACTUAL OBLIGATIONS

         In the event Retrocedant or Retrocessionaire is held liable to pay any
         punitive, exemplary, compensatory or consequential damages because of
         alleged or actual bad

         faith or negligence related to the handling of any claim under any
         Reinsurance Contract or otherwise in respect of such Reinsurance
         Contract, the parties shall be liable for such damages in proportion to
         their responsibility for the conduct giving rise to the damages. Such
         determination shall be made by Retrocedant and Retrocessionaire, acting
         jointly and in good faith, and in the event the parties are unable to
         reach agreement as to such determination, recourse shall be had to
         Section 15 hereof.



<PAGE>



                                       13

10.      ADMINISTRATION OF REINSURANCE CONTRACTS

10.1     ADMINISTRATION

         (A)      The parties agree that, as of the Effective Time, Retrocedant
                  shall have the sole authority to administer the Reinsurance
                  Contracts in all respects, which authority shall include, but
                  not be limited to, authority to bill for and collect premiums,
                  adjust all claims and handle all disputes thereunder and to
                  effect any and all amendments, commutations and cancellations
                  of the Reinsurance Contracts, subject, however, in the case of
                  administration of claims, to all claims handling guidelines
                  provided in advance in writing by Retrocessionaire to
                  Retrocedant. Retrocedant shall not, on its own, settle any
                  claim, waive any right, defense, setoff or counterclaim
                  relating to the Reinsurance Contracts with respect to amounts
                  in excess of $500,000 or make any ex gratia payments, and
                  shall not amend, commute or terminate any of the Reinsurance
                  Contracts, in each case without the prior written consent of
                  Retrocessionaire.

         (B)      Notwithstanding the foregoing, to the extent permitted by law
                  Retrocessionaire may, at its discretion and at its own
                  expense, assume the administration, defence and settlement of
                  any claim upon prior written notice to Retrocedant. Upon
                  receipt of such notice, Retrocedant shall not compromise,
                  discharge or settle such claim except with the prior written
                  consent of Retrocessionaire. Retrocessionaire shall not take
                  any action in the administration of such claim that would
                  reasonably be expected to adversely affect Retrocedant, its
                  business or its reputation, without the prior written consent
                  of Retrocedant. Subject to the terms of Section 9 hereof,
                  Retrocessionaire shall indemnify Retrocedant for all Losses,
                  including punitive, exemplary, compensatory or consequential
                  damages arising from such assumption of the conduct of such
                  settlement pursuant to Section 14 herein.

10.2     REPORTING AND REGULATORY MATTERS

         Each party shall provide the notices and filings required to be made by
         it to relevant regulatory authorities as a result of this Agreement.
         Notwithstanding the foregoing, each party shall provide to the other
         party any information in its possession regarding the Reinsurance
         Contracts as reasonably required by the other party to make such
         filings and in a form as agreed to by the parties.

10.3     DUTY TO COOPERATE

         Upon the terms and subject to the conditions and other agreements set
         forth herein, each party agrees to use its commercially reasonable
         efforts to take, or cause to be taken, all actions, and to do, or cause
         to be done, and to assist and cooperate with the other party in doing,
         all things necessary or advisable to perform the transactions
         contemplated by this Agreement.



<PAGE>



                                       14

10.4     COMMUNICATIONS RELATING TO THE REINSURANCE CONTRACTS

         Following the Effective Time, Retrocedant and Retrocessionaire shall
         each promptly forward to the other copies of all material notices and
         other written communications it receives relating to the Reinsurance
         Contracts (including, without limitation, all inquiries and complaints
         from relevant insurance regulators, brokers and other service providers
         and reinsureds and all notices of claims, suits and actions for which
         it receives service of process.)

11.      REPORTS AND REMITTANCES

11.1     REPORT FROM RETROCEDANT

         Within thirty days following the end of each month, Retrocedant shall
         provide Retrocessionaire with a summary statement of account for the
         previous month showing all activity relating to each of the Reinsurance
         Contracts, including related administration costs and expenses incurred
         by Retrocedant, consisting of the categories of information set forth
         in Exhibit G hereto. The monthly statement of account shall also
         provide a breakdown of any amounts due to Retrocedant or
         Retrocessionaire, as the case may be, as reimbursement for paid claims,
         collected premiums or other amounts due pursuant to the terms of this
         Agreement, including amounts relating to Inuring Retrocessions.

11.2     REMITTANCES

         Within ten Business Days after delivery of each monthly report pursuant
         to Section 11.1, Retrocedant and Retrocessionaire shall settle all
         amounts then due under this Agreement for that month. It is agreed that
         Retrocedant shall retain all premiums received arising from all
         business written for which the first day of the original cedant's
         account period occurs prior to the Effective Date until such time as
         such aggregate amount of such premiums received equals the net amount
         to be retained by Retrocedant pursuant to Section 4.01(D) and 4.02(B)
         herein, after which time, such premiums shall be remitted by
         Retrocedant to Retrocessionaire.

11.3     LATE PAYMENTS

         Should any payment due any party to this Agreement be received by such
         party after the due date for such payment under this Agreement,
         interest shall accrue from the date on which such payment was due until
         payment is received by the party entitled thereto, at an annual rate
         equal to the London Interbank Offered Rate quoted for six month periods
         as reported in The Wall Street Journal on the first Business Day of the
         month in which such payment first becomes due plus one hundred basis
         points (the "APPLICABLE RATE").



<PAGE>



                                       15

11.4     COST REIMBURSEMENT

         Retrocessionaire shall reimburse for its allocated share of all costs
         and expenses incurred by Retrocedant in administering the Reinsurance
         Contracts as set forth in Exhibit H hereto.

11.5     CURRENCY

         For purposes of this Agreement, where Retrocedant receives premiums or
         pays losses in currencies other than United States dollars, GBP or
         Euros, such premiums or losses shall (subject to the consent of
         Retrocessionaire, not to be unreasonably withheld or delayed) be
         converted into United States dollars at the actual rates of exchange at
         which these premiums or losses are entered in Retrocedant's books.

12.      MAINTENANCE OF LICENSES

         Each of Retrocedant and Retrocessionaire hereby covenants to maintain
         at all times all licences and authorisations required to undertake the
         actions contemplated hereby.

13.      ACCESS TO RECORDS

13.1     From and after the Closing Date, Retrocedant shall afford to
         Retrocessionaire and its respective authorized accountants, counsel and
         other designated representatives (collectively, "Representatives")
         reasonable access (including using commercially reasonable best efforts
         to give access to Persons possessing information) during normal
         business hours to all data and information that is specifically
         described in writing (collectively, "Information") within the
         possession of Retrocedant relating to the liabilities transferred
         hereunder, insofar as such information is reasonably required by
         Retrocessionaire. Similarly, from and after the Closing Date,
         Retrocessionaire shall afford to Retrocedant, any Post-closing
         Subsidiary of Retrocedant and their respective Representatives
         reasonable access (including using commercially reasonable best efforts
         to give access to Persons possessing information) during normal
         business hours to Information within Retrocessionaire's possession
         relating to Retrocedant, insofar as such information is reasonably
         required by Retrocedant. Information may be requested under this
         Section 13 for, without limitation, audit, accounting, claims,
         litigation (other than any claims or litigation between the parties
         hereto) and tax purposes, as well as for purposes of fulfilling
         disclosure and reporting obligations and for performing this Agreement
         and the transactions contemplated hereby.

13.2     From and after the Closing Date, Retrocessionaire and Retrocedant or
         their designated representatives may inspect, at the place where such
         records are located, any and all data and information that is
         specifically described in writing within the possession of the other
         party hereto reasonably relating to this Agreement, on reasonable prior
         notice and during normal business hours. The rights of the parties
         under this Section 13 shall survive termination of this Agreement and
         shall continue for as long as there may be liabilities under the
         Reinsurance Contracts or reporting or retention requirements under
         applicable law. In addition, each party shall have the right to take
         copies (including



<PAGE>



                                       16

         electronic copies) of any information held by the other party that
         reasonably relates to this Agreement or the Reinsurance Contracts. Each
         party shall, and shall cause its designated representatives to, treat
         and hold as confidential information any information it receives or
         obtains pursuant to this Section 13.

14.      INDEMNIFICATION

14.1     INDEMNIFICATION BY RETROCEDANT

         Retrocedant agrees to indemnify, defend and hold harmless
         Retrocessionaire, and its officers, directors and employees with
         respect to any and all Losses arising from any breach by Retrocedant of
         any representation, warranty or covenant herein. Retrocedant further
         agrees to indemnify, defend and hold harmless Retrocessionaire and its
         officers, directors and employees against any and all Losses arising
         out of Retrocedant's administration of the Reinsurance Contracts,
         including but not limited to extracontractual obligations, payments in
         excess of policy limits and settlements made in respect of any such
         claims to the extent arising from the gross negligence or wilful
         misconduct of Retrocedant except to the extent such actions are taken
         with the prior consent or direction of Retrocessionaire. Such
         indemnification obligations shall be limited to the aggregate of all
         fees paid to Retrocedant pursuant to Section 11.4 hereof.

14.2     INDEMNIFICATION BY RETROCESSIONAIRE

         Retrocessionaire agrees to indemnify, defend and hold harmless
         Retrocedant, and its officers, directors and employees with respect to
         any and all Losses arising from any breach by Retrocessionaire of any
         representation, warranty or covenant herein. Retrocessionaire further
         agrees to indemnify, defend and hold harmless Retrocedant and its
         officers, directors and employees against any and all Losses arising
         out of Retrocessionaire's administration of the Reinsurance Contracts,
         including but not limited to extracontractual obligations, payments in
         excess of policy limits and settlements made in respect of any such
         claims.

14.3     INDEMNIFICATION PROCEDURES

         (A)      If a party seeking indemnification pursuant to this Section 14
                  (each, an "INDEMNITEE") receives notice or otherwise learns of
                  the assertion by a Person (including, without limitation, any
                  governmental entity) who is not a party to this Agreement or
                  an Affiliate thereof, of any claim or of the commencement by
                  any such Person of any Action (a "THIRD PARTY CLAIM") with
                  respect to which the party from whom indemnification is sought
                  (each, an "INDEMNIFYING PARTY") may be obligated to provide
                  indemnification pursuant to Section 14.1 or 14.2, such
                  Indemnitee shall give such Indemnifying Party written notice
                  thereof promptly after becoming aware of such Third Party
                  Claim; provided that the failure of any Indemnitee to give
                  notice as provided in this Section 14.3 shall not relieve the
                  Indemnifying Party of its obligations under this Section 14,
                  except to the extent that such Indemnifying Party is
                  prejudiced by such failure to give



<PAGE>



                                       17

                  notice. Such notice shall describe the Third Party Claim in as
                  much detail as is reasonably possible and, if ascertainable,
                  shall indicate the amount (estimated if necessary) of the Loss
                  that has been or may be sustained by such Indemnitee.

         (B)      An Indemnifying Party may elect to defend or to seek to settle
                  or compromise, at such Indemnifying Party's own expense and by
                  such Indemnifying Party's own counsel, any Third Party Claim.
                  Within 30 days of the receipt of notice from an Indemnitee in
                  accordance with Section 14.3(A) (or sooner, if the nature of
                  such Third Party Claim so requires), the Indemnifying Party
                  shall notify the Indemnitee of its election whether the
                  Indemnifying Party will assume responsibility for defending
                  such Third Party Claim, which election shall specify any
                  reservations or exceptions. After notice from an Indemnifying
                  Party to an Indemnitee of its election to assume the defense
                  of a Third Party Claim, such Indemnifying Party shall not be
                  liable to such Indemnitee under this Section 14 for any legal
                  or other expenses (except expenses approved in writing in
                  advance by the Indemnifying Party) subsequently incurred by
                  such Indemnitee in connection with the defense thereof;
                  provided that, if the defendants in any such claim include
                  both the Indemnifying Party and one or more Indemnitees and in
                  any Indemnitee's reasonable judgment a conflict of interest
                  between one or more of such Indemnitees and such Indemnifying
                  Party exists in respect of such claim or if the Indemnifying
                  Party shall have assumed responsibility for such claim with
                  reservations or exceptions that would materially prejudice
                  such Indemnitees, such Indemnitees shall have the right to
                  employ separate counsel to represent such Indemnitees and in
                  that event the reasonable fees and expenses of such separate
                  counsel (but not more than one separate counsel for all such
                  Indemnitees reasonably satisfactory to the Indemnifying Party)
                  shall be paid by such Indemnifying Party. If an Indemnifying
                  Party elects not to assume responsibility for defending a
                  Third Party Claim, or fails to notify an Indemnitee of its
                  election as provided in this Section 14, such Indemnitee may
                  defend or (subject to the remainder of this Section 14) seek
                  to compromise or settle such Third Party Claim at the expense
                  of the Indemnifying Party.

         (C)      Neither an Indemnifying Party nor an Indemnitee shall consent
                  to entry of any judgment or enter into any settlement of any
                  Third Party Claim which does not include as an unconditional
                  term thereof the giving by the claimant or plaintiff to such
                  Indemnitee, in the case of a consent or settlement by an
                  Indemnifying Party, or the Indemnifying Party, in the case of
                  a consent or settlement by the Indemnitee, of a written
                  release from all liability in respect to such Third Party
                  Claim.

         (D)      If an Indemnifying Party chooses to defend or to seek to
                  compromise or settle any Third Party Claim, the Indemnitee
                  shall make available at reasonable times to such Indemnifying
                  Party any personnel or any books, records or other documents
                  within its control or which it otherwise has the ability to
                  make available that are necessary or appropriate for such
                  defense, settlement or



<PAGE>



                                       18

                  compromise, and shall otherwise cooperate in a reasonable
                  manner in the defense, settlement or compromise of such Third
                  Party Claim.

         (E)      Notwithstanding anything in this Section 14 to the contrary,
                  neither an Indemnifying Party nor an Indemnitee may settle or
                  compromise any claim over the objection of the other; provided
                  that consent to settlement or compromise shall not be
                  unreasonably withheld or delayed. If an Indemnifying Party
                  notifies the Indemnitee in writing of such Indemnifying
                  Party's desire to settle or compromise a Third Party Claim on
                  the basis set forth in such notice (provided that such
                  settlement or compromise includes as an unconditional term
                  thereof the giving by the claimant or plaintiff of a written
                  release of the Indemnitee from all liability in respect
                  thereof) and the Indemnitee shall notify the Indemnifying
                  Party in writing that such Indemnitee declines to accept any
                  such settlement or compromise, such Indemnitee may continue to
                  contest such Third Party Claim, free of any participation by
                  such Indemnifying Party, at such Indemnitee's sole expense. In
                  such event, the obligation of such Indemnifying Party to such
                  Indemnitee with respect to such Third Party Claim shall be
                  equal to (i) the costs and expenses of such Indemnitee prior
                  to the date such Indemnifying Party notifies such Indemnitee
                  of the offer to settle or compromise (to the extent such costs
                  and expenses are otherwise indemnifiable hereunder) plus (ii)
                  the lesser of (A) the amount of any offer of settlement or
                  compromise which such Indemnitee declined to accept and (B)
                  the actual out-of-pocket amount such Indemnitee is obligated
                  to pay subsequent to such date as a result of such
                  Indemnitee's continuing to pursue such Third Party Claim.

         (F)      In the event of payment by an Indemnifying Party to any
                  Indemnitee in connection with any Third Party Claim, such
                  Indemnifying Party shall be subrogated to and shall stand in
                  the place of such Indemnitee as to any events or circumstances
                  in respect of which such Indemnitee may have any right or
                  claim relating to such Third Party Claim against any claimant
                  or plaintiff asserting such Third Party Claim or against any
                  other Person. Such Indemnitee shall cooperate with such
                  Indemnifying Party in a reasonable manner, and at the cost and
                  expense of such Indemnifying Party, in prosecuting any
                  subrogated right or claim.

         (G)      Except with respect to claims relating to actual fraud, the
                  indemnification provisions set forth in this section are the
                  sole and exclusive remedy of the parties hereto for any and
                  all claims for indemnification under this Agreement.

14.4     SURVIVAL

         This Section 14 shall survive termination of this Agreement.



<PAGE>



                                       19

15.      ARBITRATION

15.1     All disputes and differences arising under or in connection with this
         Agreement shall be referred to arbitration under the Arbitration Rules
         of ARIAS UK.

15.2     The Arbitration Tribunal shall consist of three arbitrators, one to be
         appointed by the claimant party, one to be appointed by the respondent
         party and the third to be appointed by the two appointed arbitrators.

15.3     The third member of the Tribunal shall be appointed as soon as
         practicable (and no later than 28 days) after the appointment of the
         two party-appointed arbitrators. The Tribunal shall be constituted upon
         the appointment of the third arbitrator.

15.4     The Arbitrators shall be persons (including those who have retired)
         with not less than ten years' experience of insurance or reinsurance
         within the industry or as lawyers or other professional advisers
         serving the industry.

15.5     Where a party fails to appoint an arbitrator within 14 days of being
         called upon to do so or where the two party-appointed arbitrators fail
         to appoint a third within 28 days of their appointment, then upon
         application ARIAS (UK) will appoint an arbitrator to fill the vacancy.
         At any time prior to the appointment by ARIAS (UK) the party or
         arbitrators in default may make such appointment.

15.6     The Tribunal may in its sole discretion make such orders and directions
         as it considers to be necessary for the final determination of the
         matters in dispute. The Tribunal shall have the widest discretion
         permitted under the law governing the arbitral procedure when making
         such orders or directions.

15.7     The seat of arbitration shall be London.

15.8     Each party shall bear the expense of its own arbitrator and shall share
         equally with the other party the expense of the third arbitrator and of
         the arbitration.

15.9     This Section 15 shall survive termination of this Agreement.

16.      INSOLVENCY

16.1     In the event of the insolvency of Retrocedant, this reinsurance shall
         be payable directly to Retrocedant, or to its liquidator, receiver,
         conservator or statutory successor on the basis of the liability of
         Retrocedant without diminution because of the insolvency of Retrocedant
         or because the liquidator, receiver, conservator or statutory successor
         of Retrocedant has failed to pay all or a portion of any claim.

16.2     It is agreed, however, that the liquidator, receiver, conservator or
         statutory successor of Retrocedant shall give written notice to
         Retrocessionaire of the pendency of a claim against Retrocedant
         indicating the Reinsurance Contract, which claim would involve a



<PAGE>



                                       20

         possible liability on the part of Retrocessionaire within a reasonable
         time after such claim is filed in the conservation or liquidation
         proceeding or in the receivership, and that during the pendency of such
         claim, Retrocessionaire may investigate such claim and interpose, at
         its own expense, in the proceeding where such claim is to be
         adjudicated any defense or defenses that it may deem available to
         Retrocedant or its liquidator, receiver, conservator or statutory
         successor. The expense thus incurred by Retrocessionaire shall be
         chargeable, subject to the approval of the court, against Retrocedant
         as part of the expense of conservation or liquidation to the extent of
         a pro rata share of the benefit which may accrue to Retrocedant solely
         as a result of the defense undertaken by Retrocessionaire.

16.3     As to all reinsurance made, ceded, renewed or otherwise becoming
         effective under this Agreement, the reinsurance shall be payable as set
         forth above by Retrocessionaire to Retrocedant or to its liquidator,
         receiver, conservator or statutory successor, except (i) where the
         Reinsurance Contracts specifically provide another payee in the event
         of the insolvency of Retrocedant, and (ii) where Retrocessionaire, with
         the consent of the reinsured or reinsureds under the Reinsurance
         Contracts, has assumed such Reinsurance Contract obligations of
         Retrocedant as direct obligations of Retrocessionaire to the payees
         under such Reinsurance Contracts and in substitution for the
         obligations of the Retrocedant to such payees.

16.4     For the purposes of this section 16, an insolvency event shall occur
         if:

         (A)      (i)      a winding up petition is presented in respect of
                           Retrocedant or a provisional liquidator is appointed
                           over it or if Retrocedant goes into administration,
                           administrative receivership or receivership or if
                           Retrocedant has a scheme of arrangement or voluntary
                           arrangement proposed in relation to all or any part
                           of its affairs; or

                  (ii)     Retrocedant goes into compulsory or voluntary
                           liquidation;

                  or, in each case, if Retrocedant becomes subject to any other
                  similar insolvency process (whether under the laws of England
                  and Wales or elsewhere); and

         (B)      Retrocedant is unable to pay its debts as and when they fall
                  due within the meaning of section 123 of the Insolvency Act
                  1986 (or any statutory amendment or re-enactment of that
                  section).

17.      OFFSET

         Retrocedant and Retrocessionaire shall have the right to offset any
         balance or amounts due from one party to the other under the terms of
         this Agreement. The party asserting the right of offset may exercise
         such right at any time whether the balances due are on account of
         premiums, losses or otherwise.



<PAGE>



                                       21

18.      ERRORS AND OMISSIONS

         Any inadvertent delay, omission, error or failure shall not relieve
         either party hereto from any liability which would attach hereunder if
         such delay, omission, error or failure had not been made provided such
         delay, omission, error or failure is rectified as soon as reasonably
         practicable upon discovery.

19.      CREDIT FOR REINSURANCE; SECURITY

19.1     CREDIT FOR REINSURANCE

         Retrocessionaire shall take all actions reasonably necessary, if any,
         to permit Retrocedant to obtain full financial statement credit in all
         applicable jurisdictions for all liabilities assumed by the
         Retrocessionaire pursuant to this Agreement, including but not limited
         to loss and loss adjustment expense reserves, unearned premium
         reserves, reserves for incurred but not reported losses, allocated loss
         adjustment expenses and ceding commissions, and to provide the security
         required for such purpose, in a form acceptable to Retrocedant. Any
         reserves required by the foregoing in no event shall be less than the
         amounts required under the law of the jurisdiction having regulatory
         authority with respect to the establishment of reserves relating to the
         relevant Reinsurance Contracts. For purposes of this Section 19, such
         "actions reasonably necessary" may include, without limitation, the
         furnishing of a letter of credit or the establishment of a custodial or
         trust account, as permitted under applicable law, to secure the payment
         of the amounts due the Retrocedant under this Agreement.

19.2     EXPENSES

         All expenses of establishing and maintaining any letter of credit or
         other security arrangement shall be paid by Retrocessionaire.

19.3     SECURITY

         (A)      Retrocessionaire shall establish and maintain a trust fund or
                  other security arrangement for the benefit of Retrocedant as
                  security for the obligations of Retrocessionaire under this
                  Agreement. The trust fund or other security arrangement shall
                  be in a form reasonably satisfactory to Retrocedant and shall
                  comply with such requirements (if any) as may be laid down by
                  the Financial Services Authority. It is understood that to the
                  extent Retrocessionaire provides such other security
                  arrangement reasonably satisfactory to Retrocedant,
                  Retrocessionaire shall not be required to provide a trust fund
                  under this provision. It is further understood that to the
                  extent payments are made either to Retrocedant or to an
                  affiliate of Retrocedant pursuant to such other security
                  arrangement in respect of obligations of Retrocessionaire
                  hereunder, Retrocessionaire shall be relieved of such
                  obligations to the extent of such payment.



<PAGE>



                                       22

         (B)      Retrocessionaire shall be permitted to liquidate the trust or
                  terminate the other security arrangement at the earlier of (i)
                  such time as Retrocessionaire's obligations under this
                  Agreement have been met or are terminated or waived or (ii)
                  the reserves so reported by Retrocessionaire do not exceed
                  $100 million as of two successive calendar year ends.

         (C)      Retrocedant shall bear the costs and expenses of the trustee
                  relating to the trust.

20.      MISCELLANEOUS PROVISIONS

20.1     SEVERABILITY

         If any term or provision of this Agreement shall be held void, illegal,
         or unenforceable, the validity of the remaining portions or provisions
         shall not be affected thereby.

20.2     SUCCESSORS AND ASSIGNS

         This Agreement may not be assigned by either party without the prior
         written consent of the other. The provisions of this Agreement shall be
         binding upon and inure to the benefit of and be enforceable by the
         parties hereto and their respective successors and assigns as permitted
         herein.

20.3     EQUITABLE RELIEF

         Each party hereto acknowledges that if it or its employees or agents
         violate the terms of this Agreement, the other party will not have an
         adequate remedy at law. In the event of such a violation, the other
         party shall have the right, in addition to any other rights that may be
         available to it, to obtain in any court of competent jurisdiction
         injunctive relief to restrain any such violation and to compel specific
         performance of the provisions of this Agreement. The seeking or
         obtaining of such injunctive relief shall not foreclose or limit in any
         way relief against either party hereto for any monetary damage arising
         out of such violation.

20.4     EXECUTION IN COUNTERPARTS

         This Agreement may be executed by the parties hereto in any number of
         counterparts and by each of the parties hereto in separate
         counterparts, each of which counterparts, when so executed and
         delivered, shall be deemed to be an original, but all such counterparts
         shall together constitute but one and the same instrument.

20.5     NOTICES

         All notices, requests, claims, demands and other communications
         hereunder shall be in writing and shall be deemed to have been duly
         given if delivered by hand (with receipt



<PAGE>



                                       23

         confirmed), or by facsimile (with transmission confirmed), or by
         certified mail, postage prepaid and return receipt requested, addressed
         as follows (or to such other address as a party may designate by
         written notice to the others) and shall be deemed given on the date on
         which such notice is received:

         If to Retrocedant:

         St. Paul Reinsurance Company Limited
         27 Camperdown Street
         London
         E1 8DS

         Facsimile: +44 20 7488 6345
         Attention: Company Secretary

         If to Retrocessionaire:

         Platinum Underwriters Reinsurance, Inc.
         195 Broadway,
         New York, New York 10007
         Facsimile: 001 212 238 9202
         Attention: Chief Financial Officer

20.6     WIRE TRANSFER

         All settlements in accordance with this Agreement shall be made by wire
         transfer of immediately available funds on the due date, or if such day
         is not a Business Day, on the next day which is a Business Day,
         pursuant to the following wire transfer instructions:

         For credit to Platinum Underwriters Reinsurance, Inc.
         USD Account
         Citibank
         Newcastle, Delaware
         Account Number 38660864
         Bank ABA Number 031100209

         -        GBP Account
                  Citibank
                  London
                  Account Number 10440698
                  SWIFT CITIGB2L

         -        EUR Account
                  Citibank
                  London
                  Account Number 10440701
                  SWIFT CITIGB2L

         For credit to St. Paul Reinsurance Company Limited [ ]

         -        USD Account
                  Citibank
                  London
                  Account Number 988529
                  Sort Code 18-50-08

         -        GBP Account
                  Citibank
                  London
                  Account Number 8560420
                  Sort Code 18-50-08

         -        EUR Account
                  Citibank
                  London
                  Account Number 8655197
                  Sort Code 18-50-08

         Payment may be made by cheque payable in immediately available funds in
         the event the party entitled to receive payment has failed to provide
         wire transfer instructions.

20.7     HEADINGS

         Headings used herein are not a part of this Agreement and shall not
         affect the terms hereof.



<PAGE>



                                       24

20.8     FURTHER ASSURANCES

         Each of the parties shall from time to time, on being reasonably
         requested to do so by the other party to this Agreement, shall do such
         acts and/or execute such documents in a form reasonably satisfactory to
         the party concerned as may be necessary to give full effect to this
         Agreement and securing to that party the full benefit of the rights,
         powers and remedies conferred upon it by this Agreement.

20.9     THIRD PARTY RIGHTS

         (A)      Section 14 confers a benefit on the officers, directors and
                  employees of Retrocedant and of Retrocessionaire (the "Third
                  Parties") and, subject to the remaining provisions of this
                  Section 20.9, is intended to be enforceable by the Third
                  Parties by virtue of the Contracts (Rights of Third Parties)
                  Act 1999.

         (B)      The parties to this Agreement do not intend that any term of
                  this Agreement, apart from Section 14, should be enforceable,
                  by virtue of the Contracts (Rights of Third Parties) Act 1999,
                  by any person who is not a party to this Agreement.

         (C)      Notwithstanding the provisions of Section 20.9(A) above, this
                  Agreement may be rescinded or varied in any way and at any
                  time by the parties to this Agreement without the consent of
                  any or all of the Third Parties.

20.10    AMENDMENTS; ENTIRE AGREEMENT

         This Agreement may be amended only by written agreement of the parties.
         This Agreement, together with the Formation and Separation Agreement,
         supersedes all prior discussions and written and oral agreements and
         constitutes the sole and entire agreement between the parties with
         respect to the subject matter hereof.

20.11    GOVERNING LAW

         This Agreement shall be governed by English law.



<PAGE>



                                       25

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed
by their duly authorised representatives as of the date first above written.

                                      ST. PAUL REINSURANCE COMPANY LIMITED

                                      By /s/ T. Mahoney
                                         -----------------------------------
                                      Name:  T. MAHONEY
                                      Title: MANAGING DIRECTOR

                                      PLATINUM UNDERWRITERS REINSURANCE,
                                      INC.

                                      By ________________________________
                                      Name:
                                      Title:



<PAGE>



                                   EXHIBIT A-1

                              Reinsurance Contracts

ST. PAUL REINSURANCE COMPANY LIMITED : NON-TRADITIONAL B1 QUOTA SHARE TREATY

SCHEDULE A- REINSURANCE CONTRACTS.

<TABLE>
<CAPTION>
Reserving Class     Genius Class     Policy Reference   Inception    Expiry             Cedant                      Title
<S>               <C>                <C>                <C>         <C>        <C>                       <C>
      88          88 Non Trad Intl     003102011FXP     18/05/01    31/03/04   Transatlantic Re Co *AC*  TRC 1st Property Risk Retro
      88          88 Non Trad Intl     003103011FXP     18/05/01    31/03/04   Transatlantic Re Co *AC*  TRC 2nd Property Risk Retro
</TABLE>

                                       A-1



<PAGE>




                                   EXHIBIT A-2

                       Loss Reserves by Class of Business

         None.

                                       A-2


<PAGE>



                                    EXHIBIT B

                                  Loss Reserves

Loss Reserves shall consist of loss and loss adjustment expense reserves,
including incurred but not reported loss and loss adjustment expense reserves as
of the Effective Time with respect to premium earned on the Reinsurance
Contracts net of retrocessional recoverables under the Inuring Retrocessions,
Loss Reserves shall not include any loss and loss adjustment expense reserves or
ceding commission reserves relating to Excluded Losses. Aggregate Loss Reserves
as of June 30, 2002 are set forth on Exhibit A-1.

             Methodology for Calculation of Final Section A Premium

It is understood that the Loss Reserve analysis will be performed by
Retrocessionaire's employees under the direction of Retrocedant and reviewed by
Retrocedant's employees.

Excluding catastrophes, the IBNR component of Loss Reserves will be booked, by
Class of Business, to the planned IBNR. Planned IBNR is determined using the
Bornhuetter-Ferguson methodology, using the planned loss ratio (adjusted for the
difference between actual and planned commission and brokerage) as the initial
expected loss ratio and the development pattern used for the class in the
September 30, 2002 analysis. In the case of a Class of Business where the
expected reported losses are less than 75% of the expected ultimate losses, as
per the loss development patterns in use as of September 30, 2002, the IBNR will
not be less than that amount needed to produce an ultimate loss ratio equal to
the ultimate plan loss ratio (adjusted for the difference between actual and
planned commission and brokerage).

In addition to the above, known large events and catastrophe variances from plan
as of the Effective Date will be added to the ultimate losses. Subsequent
adjustments to the reserves for known large events and catastrophe variances
from plan in the 90 days following the Effective Date could be upward or
downward.

          Calculation Methodology for Earned But Not Yet Billed Premium

Earned But Not Yet Billed Premium shall equal estimated premiums receivable with
respect to the Reinsurance Contracts net of estimated ceding commissions and
Inuring Retrocession premiums. Earned But Not Yet Billed Premium as of September
30, 2002 is equal to $[ ].

                                       B-1


<PAGE>



                                    EXHIBIT C

                              Inuring Retrocessions

        PLATINUM RE UK / US / BERMUDA - SCHEDULE OF INURING REINSURANCE :
                          PROPORTIONAL AS AT 17/10/02

<TABLE>
<CAPTION>
 Reference                             Inception   Expiration
    No.          Name of Contract        Date         Date                 Cover
--------------------------------------------------------------------------------------------
<S>          <C>                       <C>         <C>          <C>
    1)       Worldwide Property          1/1/02     12/31/02    International Property Risk
             Excluding Japan                                    Excess of Loss & Catastrophe
                                                                Excess of Loss Business
                                                                (protects Europe)

    2)       UK/Eire Cat. XL Q.S. /      1/1/02     12/31/02    U.K. / Eire Cat. Excess
             1st & / 2nd Surplus                                of Loss Treaty Business
                                                                (protects Europe)

    3)       UK/Europe Cat. XL Quota     1/1/02     12/31/02    International Property
             Share Treaty                                       Catastrophe Excess of Loss
                                                                Business (protects Europe)

    4)       Japan Cat. XL Surplus       1/1/02     12/31/02    Japan / Japanese Islands
             Treaty                                             Property Cat. Excess of Loss
                                                                Business (protects New York
                                                                & Europe)
</TABLE>

<TABLE>
<CAPTION>
Reference
    No.          Name of Contract                Limit                 Projected Prem.       Participants    % Placed
---------------------------------------------------------------------------------------------------------------------
<S>          <C>                       <C>                         <C>                      <C>              <C>
    1)       Worldwide Property        USD 40,000,000 Aggregate    USD 9m - USD 12m [100%   Nisshin - 50%       55%
             Excluding Japan           Cession Limit               treaty estimate]         Nichido -  5%

    2)       UK/Eire Cat. XL Q.S. /    GBP 100,000,000 Aggregate   GBP 5m [100% treaty      Nisshin - 14%       29%
             1st & / 2nd Surplus       Cession Limit               estimate]                PX Re  -  10%
                                                                                            TOA Re  -  5%

    3)       UK/Europe Cat. XL Quota   GBP 75,000,000 Aggregate    GBP 3m - GBP 3.5m        Montpelier         100%
             Share Treaty              Cession Limit                                        Re    -   100%

    4)       Japan Cat. XL Surplus     USD 30,000,000 Aggregate    USD 1.2m                 PX Re - 100%       100%
             Treaty                    Cession Limit : quake USD
                                       20,000,000 Aggregate
                                       Cession Limit : windstorm
</TABLE>

                                       C-1



<PAGE>



<TABLE>
<S>          <C>                         <C>        <C>         <C>
5)           Casualty Clash Quota        1/1/96     12/31/02    Casualty Clash, Casualty
             Share                                              Contingency, Casualty Cat.
                                                                and Workers Comp. Cat. (NY)

6)           Nisshin NM Open Cover       7/1/01      6/30/02    Business in the Pacific Rim
                                                                Region from our NY,
                                                                Singapore & HK offices

7)           North America Property      4/1/02      12/1/02    North America Property
             Cat. Quota Share                                   Catastrophe business written
                                                                by NY & Chicago
</TABLE>

<TABLE>
<S>          <C>                       <C>                         <C>                <C>                <C>
5)           Casualty Clash Quota      20% Quota Share of          $  4,200,000       Auto-Owners        100%
             Share                     USD 7,500,000 any                              Ins. Co.
                                       one occurrence etc.

6)           Nisshin NM Open Cover     SGD 2,000,000               $    500,000       Nisshin F & M      100%

7)           North America Property    50% Quota Share             estimated          Montpelier Re      100%
             Cat. Quota Share                                      $ 12,500,000
</TABLE>

                                       C-2


<PAGE>



        PLATINUM RE UK / US / BERMUDA - SCHEDULE OF INURING REINSURANCE :
                         NON-PROPORTIONAL AS AT 17/10/02

<TABLE>
<CAPTION>

Reference                      Inception  Expiration
   No.      Name of Contract     Date       Date            Cover               Limit                 Retention
--------------------------------------------------------------------------------------------------------------------
<S>         <C>                <C>        <C>         <C>                     <C>                    <C>
   1a)      Marine XL (a)        5/1/01     4/30/02   Protects Europe         $  1,500,000           $ 1,000,000
                                                      XL account              L    750,000           L   500,000

   1b)      Marine XL (b)        1/1/02    12/31/02   Protects Europe         $  5,000,000           $ 5,000,000
                                                      XL account              L  2,500,000           L 2,500,000

   1c)      Marine XL (c)        1/1/02    12/31/02   Protects Europe         $  5,000,000           $10,000,000
                                                      XL account              L  2,500,000           L 5,000,000

   2a)      International       7/11/01     7/10/02   Protects Europe         $  7,500,000           $ 7,500,000
            Property Cat. XL                          Risk/Prorata/Cat.       L  5,000,000           L 5,000,000
                                                      XL business
</TABLE>

<TABLE>
Reference                                          projected
   No.      Name of Contract   Reinstatement        premium          ROL      %Placed         Participants
---------------------------------------------------------------------------------------------------------------------
<S>         <C>                <C>                 <C>              <C>       <C>        <C>
   1a)      Marine XL (a)         1 @ 100%            $   360,000   26.67%       100%    PX Re - 44.20%
                                                      L    20,000                        Lloyd's Synd. 2121 (HYL) - 10%
                                                                                         Cornhill Ins. - 33.33%
                                                                                         XL Re - 12.47%

   1b)      Marine XL (b)         2 @ 100%            $ 1,125,000   25.00%       100%    Lloyd's Synd. 1861 (BRM) - 20%
                                                      L    62,500                        QBE Intnl. London - 30%
                                                                                         Cornhill - 25%
                                                                                         Odyssey London Branch - 25%

   1c)      Marine XL (c)         2 @ 100%            $   675,000   15.00%       100%    QBE Intnl. London - 50%
                                                      L    37,500                        Cornhill - 25%
                                                                                         Odyssey London Branch - 25%

   2a)      Property Cat. XL      1 @ 100%            $   843,750   22.50%       100%    PX Re - 40%
            International                             L   562,500                        GE Frankona Re (Germany) - 20%
                                                                                         Gerling Global (UK) - 1.91%
                                                                                         Safety National Casualty Corp. - 7.61
                                                                                         Lloyd's Synd. 566 (STN) - 15.24%
                                                                                         Lloyd's Synd. 780 (BFC) - 3.81%
                                                                                         Lloyd's Synd. 2121 (HYL) - 3.81%
                                                                                         Lloyd's Synd. 2027 (COX) - 3.81%
                                                                                         Lloyd's Synd. 2010 (MMX) - 3.81%
</TABLE>

                                       C-3


<PAGE>



<TABLE>
<S>         <C>                 <C>         <C>       <C>                     <C>                <C>
2b)         International       7/11/01     7/10/02   Protects Europe         $  7,500,000       $15,000,000
            Property Cat. XL                          Risk/Prorata/Cat.       L  5,000,000       L10,000,000
                                                      XL business

2c)         International       7/11/01     7/10/02   Protects Europe         $  7,500,000       $22,500,000
            Property Cat. XL                          Risk/Prorata/Cat.       L  5,000,000       L15,000,000
                                                      XL business

3a)         Joint Risk XOL      2/13/02     2/12/03   1st layer XS 5M         $  2,500,000       $ 2,500,000
            Cover - First                             aggregate
            Layer

3b)         Joint Risk XOL      2/13/02     2/12/03   Property Risk &         $  5,000,000       $ 5,000,000
            Cover - Second                            Prorata
            Layer                                     business
                                                      (all offices)
</TABLE>

<TABLE>
<S>         <C>                   <C>            <C>           <C>          <C>     <C>
2b)         International         1 @ 100%       $ 1,162,500   31.00%       100%    PX Re - 15.66%
            Property Cat. XL                     L   775,000                        [18.91% w.e.f. 1/11/02]
                                                                                    GE Frankona Re (Germany) - 25%
                                                                                    XL Re (UK) - 15%
                                                                                    Gerling Global (UK) - 1.54%
                                                                                    Taisei F&M - 3.25% (replaced
                                                                                    @1/11/02)
                                                                                    Protective Ins. Co. - 3.25%
                                                                                    Safety National Corp. - 6.5%
                                                                                    Lloyd's Synd. 626 (IRK) - 19.23%
                                                                                    Lloyd's Synd. 566 (STN) - 7.69%
                                                                                    Lloyd's Synd. 958 (GSC) - 1.92%
                                                                                    Lloyd's Synd. 529 (SHE) - 0.96%

2c)         International         1 @ 100%       $   900,000   24.00%       100%    PX Re - 12% [14.93% w.e.f. 1/11/02]
            Property Cat. XL                     L   600,000                        GE Frankona Re (Germany) - 20%
                                                                                    XL Re (UK) - 15%
                                                                                    Gerling Global (UK) - 1.17%
                                                                                    Taisei F&M - 2.93% (replaced @
                                                                                    1/11/02)
                                                                                    Royal Bank of Canada Ins. Co. - 5.87%
                                                                                    Protective Ins. Co. - 2.93%
                                                                                    Safety National Corp. - 5.86%
                                                                                    Lloyd's Synd. 626 (IRK) - 17.5%
                                                                                    Lloyd's Synd. 566 (STN) - 6.75%
                                                                                    Lloyd's Synd. 2027 (COX) - 4.42%
                                                                                    Lloyd's Synd. 958 (GSC) - 1.76%
                                                                                    Lloyd's Synd. 529 (SHE) - 0.88%
                                                                                    Lloyd's Synd. 727 (SAM) - 2.93%

3a)         Joint Risk XOL        1 @ 100%       $   875,000   35.00%       100%    Lloyd's Synd. 566 (STN) - 25%
            Cover - First                                                           Lloyd's Synd. 780 (BFC) - 15%
            Layer                                                                   Gerling Global (UK) - 2.373%
                                                                                    XL Re - 8.898%
                                                                                    Transatlantic Re - 15%
                                                                                    Lloyd's Synd. 626 (IRK) - 5.933%
                                                                                    Lloyd's Synd. 2010 (MMX) - 4.449%
                                                                                    Lloyd's Synd. 282 (LSM) - 4.449%
                                                                                    GE Frankona - 8.898%
                                                                                    PX Re - 10%

3b)         Joint Risk XOL        1 @ 100%       $ 2,000,000   40.00%       100%    Lloyd's Synd. 566 (STN) - 10%
            Cover - Second                                                          Lloyd's Synd. 780 (BFC) - 15%
            Layer                                                                   Gerling Global (UK) - 4%
                                                                                    XL Re - 15%
                                                                                    Transatlantic Re - 20%
                                                                                    Lloyd's Synd. 2010 (MMX) - 3.50%
                                                                                    Lloyd's Synd. 282 (LSM) - 7.50%
                                                                                    GE Frankona - 15%
                                                                                    PX Re - 10%
</TABLE>

                                       C-4


<PAGE>



<TABLE>
<S>         <C>                 <C>        <C>        <C>                    <C>                 <C>
4a)         International        3/9/02      2/8/03   International           $ 20,000,000       $50,000,000
            Cat. XOL - First                          Risk/Prorata/Cat.
            Layer                                     XL (all offices)

4b)         International        3/9/02      2/8/03   International           $ 30,000,000       $70,000,000
            Cat. XOL - Second                         Risk/Prorata/Cat.
            Layer                                     XL (all offices)

5)          Satellite XL        6/12/02     6/11/03   Protects all            $ 10,000,000       $    10,000
            [Geosynchronous /                         offices. 3 satellite
            Geostationary                             warranty.
            In-Orbit                                  Covers naturally
            Reinsurance]                              occurring
                                                      phenomena in
                                                      space.

6)          Latin America &      7/1/00      6/3/06   All loss recoveries     $ 25,000,000       $15,000,000
            Caribbean ILW XOL                         on Latin America       Term Aggregate
                                                      and Caribbean          Limit - USD 75M
                                                      business subject
                                                      to USD 1 Billion
                                                      ILW

7)          Caribbean ILW XOL   11/1/01    10/31/02   Caribbean               $ 15,000,000       $   100,000
                                                      Property business
                                                      subject to an
                                                      Industry Loss of
                                                      USD1.5 Billion

8)          N.A. $10 Billion     7/1/01     6/30/02   North American          $  2,500,000       $    10,000
            ILW                                       Property business
                                                      subject to
                                                      Industry Loss of
                                                      USD 10B
</TABLE>

<TABLE>
<S>         <C>                   <C>         <C>                   <C>         <C>      <C>
4a)         International         1 @ 100%            $ 4,800,000   24.00%       100%    Lloyd's Synd. 566 (STN) - 12.5%
            Cat. XOL - First                                                             Lloyd's Synd. 780 (BFC) - 10%
            Layer                                                                        Lloyd's Synd. 282 (LSM) - 8%
                                                                                         PX Re - 8%
                                                                                         Renaissance Re - 25%
                                                                                         Di Vinci Re - 12.5%
                                                                                         Transatlantic Re - 10%
                                                                                         GE Frankona Re - 10%
                                                                                         Royal Bank of Canada - 4%

4b)         International         1 @ 100%            $ 4,500,000   15.00%       100%    Lloyd's Synd. 566 (STN) - 5%
            Cat. XOL - Second                                                            Lloyd's Synd. 780 (BFC) - 12.5%
            Layer                                                                        Lloyd's Synd. 626 (IRK) - 4.004%
                                                                                         Lloyd's Synd. 2010 (MMX) - 1.202%
                                                                                         Lloyd's Synd. 282 (LSM) - 10.01%
                                                                                         Lloyd's Synd. 1096 (RAS) - 1.602%
                                                                                         Gerling Global (UK) - 0.801%
                                                                                         PX Re - 8.007%
                                                                                         Folksamerica - 16.014%
                                                                                         Renaissance Re - 8.007%
                                                                                         Di Vinci Re - 4.004%
                                                                                         Transatlantic Re - 7.5%
                                                                                         Auto-Owners - 16.015%
                                                                                         Royal Bank of Canada - 2.667%
                                                                                         Protective - 2.667%

5)          Satellite XL                0             $   575,000    5.75%       100%    Renaissance Re - 100%
            [Geosynchronous /
            Geostationary
            In-Orbit
            Reinsurance]

6)          Latin America &                   margin -$   400,000     N/A       56.50%   Fuji F & M - 5%
            Caribbean ILW XOL                                                            Nisshin F & M - 13.5%
                                                                                         Sumitomo - 10%
                                                                                         Taisei F & M - 8%
                                                                                         Toa Re - 20%

7)          Caribbean ILW XOL        Nil              $ 3,450,000   23.00%       100%    Continental Casualty - 100%

8)          N.A. $10 Billion      1 @ 100%            $   500,000   20.00%       100%    Transatlantic Re - 100%
            ILW
</TABLE>

                                       C-5


<PAGE>



<TABLE>
<S>         <C>                  <C>       <C>        <C>                     <C>              <C>
9)          N.A. $10 Billion     8/1/01     7/31/02   North American          $  2,500,000               $ 1,000,000
            ILW                                       Property business
                                                      subject to Industry
                                                      Loss of USD 10B
10)         N.A. Property /      1/1/02    12/31/02   North American          $ 10,000,000               $   100,000
            WCA Cat $ 30B ILW                         Property and
                                                      Workers
                                                      Compensation
                                                      business subject
                                                      to ILW of USD 30
                                                      Billion
11)         N.A. Property Cat    1/5/02      1/5/03   North American          $  5,000,000               $    50,000
            $15B ILW                                  Property business
                                                      subject to ILW of
                                                      USD 15 Billion
12a)        Marine XOL - 1st     1/1/02    12/31/02   Marine business         $  5,000,000               $ 5,000,000
            layer [NY]                                for New York
                                                      Office

12b)        Marine XOL - 2nd     1/1/02    12/31/02   Marine business         $  5,000,000               $10,000,000
            layer [NY]                                for New York
                                                      Office

13)         Single Period        1/1/02    12/31/02   Covers aggregate        $200,000,000     79.4% Traditional bus.
            Accident Year                             net losses                               93.5% Non-traditional
            Aggregate XOL                             incurred on an                           business
            (Holborn)                                 ultimate accident
                                                      year basis IRO all
                                                      business written
                                                      by All offices
                                                      including
                                                      Discovery Re.

14)         Workers'             1/1/02    12/31/02   Covers Workers'         $ 50,000,000               $75,000,000
            Compensation Cat.    1/1/03    12/31/05   Compensation            $ 50,000,000               $75,000,000
            XOL (Holborn)                             treaty business

15)         Puerto Rico ILW     7/26/02     7/25/03   Property business       $ 10,000,000               $    10,000
            XOL                                       subject to an
                                                      Industry Loss of
                                                      USD 1.5 Billion
</TABLE>

<TABLE>
<S>      <C>                   <C>                 <C>           <C>          <C>     <C>
9)       N.A. $10 Billion      1 @ 100%            $   475,000   19.00%       100%    IPC Re Limited - 100%
         ILW

10)      N.A. Property /       1 @ 100%            $   420,000    4.20%       100%    Tokio Millenium Re - 100%
         WCA Cat $ 30B ILW

11)      N.A. Property Cat     1 @ 100%            $   950,000   19.00%       100%    Odyssey Re - 100%
         $15B ILW

12a)     Marine XOL - 1st      1 @ 100%            $ 1,125,052   22.50%       100%    Lloyd's Synd. 457 (WTK) - 7.5%
         layer [NY]                                                                   Cornhill - 21.5%
                                                                                      Folksamerica Re - 30%
                                                                                      Lloyd's Synd. 2 (WHS) - 20%
                                                                                      Nisshin F & M - 1%
                                                                                      XL Mid Ocean Re - 20%

12b)     Marine XOL - 2nd      1 @ 100%            $   624,982   12.50%       100%    Lloyd's Synd. 457 (WTK) - 7.5%
         layer [NY]                                                                   Cornhill - 21.5%
                                                                                      Folksamerica Re - 30%
                                                                                      Lloyd's Synd. 2 (WHS) - 20%
                                                                                      Nisshin F & M - 1%
                                                                                      XL Mid Ocean Re - 20%

13)      Single Period                             $ 4,750,000                100%    Underwriters Reinsurance - 53.75%
         Accident Year                                                                London Life & General - 25%
         Aggregate XOL                                                                PMA Reins. - 10%
         (Holborn)                                                                    Hannover Re - 9%
                                                                                      E & S Reins. - 2.25%

14)      Workers'                                  $10,000,000                100%    Swiss Re - 81.25%
         Compensation Cat.     Annual Agg.                                            Hannover - 15%
         XOL (Holborn)         Of 50M                                                 E & S Reins. - 3.75%

15)      Puerto Rico ILW         Nil               $ 1,250,000   12.50%       100%    ACE Tempest Re - 50%
         XOL                                                                          Renaissance Re - 50%
</TABLE>

                                       C-6


<PAGE>



                                    EXHIBIT D

                            Allocation of Recoveries

1.       Recoveries allocable to this contract available under an Inuring
         Retrocession shall be allocated between the parties in proportion to
         the losses otherwise recoverable.

2.       Any and all loss recoveries and premium adjustments allocable to this
         contract resulting from triggering the 2002 Holborn cover will be
         allocated between The St. Paul Companies and Retrocessionaire and its
         affiliates ("Platinum Re") based on variance from plan and in
         accordance with the existing methodology shown below.

         Variance from plan at an underwriting year level will be the basis for
         the allocation. The 2000, 2001 and 2002 underwriting year plan loss
         ratios associated with the 2002 calendar year plan loss ratio will be
         compared to indicated ultimate loss ratios for the same underwriting
         years. These indicated ultimate loss ratios are the same ones used to
         determine if the Holborn cover has been triggered. The 2002
         underwriting year must be segmented into three pieces. Namely, that
         business written on Fire and Marine paper and subject to transfer, that
         written on Fire and Marine paper and not subject to transfer and that
         written on Platinum Re paper. The distinction is warranted as the
         cession to Platinum Re will be net of the Holborn cover. The variance
         in loss ratio by underwriting year will be multiplied by the respective
         underwriting year's EP component in the 2002 calendar year. This is the
         same EP by underwriting year that was used to calculate the total 2002
         Holborn Year's EP. This dollar variance will be the basis for
         determining the distribution to be applied to the total loss recovery
         and AP. It is in this manner that the total loss recovery and AP
         attributable to the 2002 Holborn Year will be allocated to underwriting
         year. To the extent that the recoveries and AP's have been allocated to
         the 2000 and 2001 underwriting years they will be afforded to The St.
         Paul Companies. Similarly, the allocation to that part of the 2002
         underwriting year pertaining to non-transferred business will also be
         realised by The St. Paul Companies. The allocation pertaining to
         business written on The St. Paul paper and transferred will be used in
         determining the net transferred business that will be ceded to Platinum
         Re. The remaining allocation associated with 2002 underwriting year
         business written on Platinum Re paper will inure to the benefit of
         Platinum Re directly. The margin for the 2002 Holborn cover will be
         distributed based on earned premium and allocated between The St. Paul
         Companies and Platinum Re by underwriting year.

                                       D-1


<PAGE>



                                    EXHIBIT E

                      Allocation of Retrocessional Premiums

1.       Ceded premium allocable to this contract will be allocated between the
         parties and to the underwriting year in proportion to the earned
         subject premium. Ceding commission will be allocated in the same
         manner.

2.       Reinstatement premium allocable to this contract due in respect of
         non-proportional Inuring Retrocessions will be allocated between the
         parties in proportion to the related allocated recoverable losses.

3.       Any and all loss recoveries and premium adjustments allocable to this
         contract resulting from triggering the 2002 Holborn cover will be
         allocated between The St. Paul Companies and Platinum Re based on
         variance from plan and in accordance with the existing methodology
         shown below.

         Variance from plan at an underwriting year level will be the basis for
         the allocation. The 2000, 2001 and 2002 underwriting year plan loss
         ratios associated with the 2002 calendar year plan loss ratio will be
         compared to indicated ultimate loss ratios for the same underwriting
         years. These indicated ultimate loss ratios are the same ones used to
         determine if the Holborn cover has been triggered. The 2002
         underwriting year must be segmented into three pieces. Namely, that
         business written on Fire and Marine paper and subject to transfer, that
         written on Fire and Marine paper and not subject to transfer and that
         written on Platinum Re paper. The distinction is warranted as the
         cession to Platinum Re will be net of the Holborn cover. The variance
         in loss ratio by underwriting year will be multiplied by the respective
         underwriting year's EP component in the 2002 calendar year. This is the
         same EP by underwriting year that was used to calculate the total 2002
         Holborn Year's EP. This dollar variance will be the basis for
         determining the distribution to be applied to the total loss recovery
         and AP. It is in this manner that the total loss recovery and AP
         attributable to the 2002 Holborn Year will be allocated to underwriting
         year. To the extent that the recoveries and AP's have been allocated to
         the 2000 and 2001 underwriting years they will be afforded to The St.
         Paul Companies. Similarly, the allocation to that part of the 2002
         underwriting year pertaining to non-transferred business will also be
         realised by The St. Paul Companies. The allocation pertaining to
         business written on The St. Paul paper and transferred will be used in
         determining the net transferred business that will be ceded to Platinum
         Re. The remaining allocation associated with 2002 underwriting year
         business written on Platinum Re paper will inure to the benefit of
         Platinum Re directly. The margin for the 2002 Holborn cover will be
         distributed based on earned premium and allocated between The St. Paul
         Companies and Platinum Re by underwriting year.

4.       The $10 million of premium payable for 2002 under the Workers
         Compensation Catastrophe Excess of Loss $50 million excess of $75
         million Retrocession Contract will be split $1 million for Platinum Re
         and $9 million for The St. Paul Companies. Such contract has a feature
         that states that for certain unfavourable experience on the Whole
         Account Stop Loss Cover the premium on this cover could reduce by as

                                       E-1


<PAGE>



         much as $9 million. In this event the reduction in ceded premium would
         benefit The St. Paul Companies exclusively. The Platinum Re Share would
         remain at $1 million.

         The contract has a feature that allows the Retrocessionaire to renew
         the cover if it is in a loss position. In this event the subsequent
         years' premium will be split in proportion to the losses incurred to
         the cover.

                                       E-2


<PAGE>



                                    EXHIBIT F

                              Allocation of Limits

Available limits under an Inuring Retrocession shall be allocated between the
parties in proportion to the losses otherwise recoverable.

                                       F-1


<PAGE>



                                    EXHIBIT G

                          Form of Retrocedant's Report

Retrocedant will provide the following information separately for each coverage
period on a monthly basis:

a)       Transaction listing at assumed policy level showing all revenue items
including booked premiums, booked acquisition costs and paid losses entered in
Retrocedant's books during the relevant accounting period.

b)       Claims listing at assumed policy level showing loss description, date
of loss, paid amount and outstanding case reserve.

c)       Listing of Inuring Retrocession amounts allocated to Retrocessionaire
during the relevant accounting period including details of non-proportional
Inuring Retrocession premiums and recoverables.

Note 1 relating to a) and b): Revenue and reserve amounts will be shown in the
accounting currency used by Retrocedant for the purposes of its own books.

Note 2 relating to a) and b): Transaction and claims listings will include gross
amounts and proportional Inuring Retrocession amounts.

Note 3 relating to c): Retrocession amounts will be paid to Retrocessionaire
only following receipt by Retrocedant. These amounts together with any unpaid
amounts that are due to Retrocessionaire but not yet received by Retrocedant
will be included in the listing of Inuring Retrocession amounts.

                                       G-1


<PAGE>



                                    EXHIBIT H

                      Allocation of Administrative Expenses

Retrocessionaire shall pay to Retrocedant the "actual cost" to Retrocedant
(which shall consist of Retrocedant's direct and reasonable indirect costs), as
certified in good faith by Retrocedant. For greater certainty, the parties agree
that "actual cost" will include any incremental and out-of-pocket costs incurred
by Retrocedant in connection with the administrative services provided
hereunder, including the conversion, acquisition and disposition cost of
software and equipment acquired for the purposes of providing the services and
the cost of establishing requisite systems and data feeds and hiring necessary
personnel.

No later than 30 days following the last day of each calendar quarter,
Retrocedant shall provide Retrocessionaire with a report setting forth an
itemised list of the services provided to Retrocessionaire during such last
calendar quarter, in a form agreed to by the parties. Retrocessionaire shall
promptly (and in no event later than 30 days after receipt of such report,
unless Retrocessionaire is contesting the amount set forth in the report in good
faith) pay to Retrocedant by wire transfer of immediately available funds all
amounts payable as set forth in such report. Each party will pay all taxes for
which it is the primary obligor as a result of the provision of any service
under this Agreement; provided, that Retrocessionaire shall be solely
responsible for, and shall reimburse Retrocedant in respect of, any sales, gross
receipts, value added or transfer tax payable with respect to the provision of
any service under this Agreement, and any such reimbursement obligation shall be
in addition to Retrocessionaire's obligation to pay for such service.

                                     H-1

<PAGE>



IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed
by their duly authorised representatives as of the date first above written.

                                           ST. PAUL REINSURANCE
                                           COMPANY LIMITED

                                           By______________________________

                                           Name:
                                           Title:

                                           PLATINUM UNDERWRITERS
                                           REINSURANCE, INC.

                                           By /s/ Michael D. Price
                                             ------------------------------

                                           Name:  Michael D. Price
                                           Title: President and Chief
                                                  Underwriting Officer




</TEXT>
</DOCUMENT>
