PLATINUM UNDERWRITERS HOLDINGS LTD
100% QUOTA SHARE RETROCESSION AGREEMENT
<DOCUMENT>
<TYPE>EX-10.47
<SEQUENCE>49
<FILENAME>y84608kexv10w47.txt
<DESCRIPTION>100% QUOTA SHARE RETROCESSION AGREEMENT
<TEXT>
<PAGE>


                                                                EXHIBIT 10.47

                                                                  EXECUTION COPY

================================================================================

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

                                 BY AND BETWEEN

                        MOUNTAIN RIDGE INSURANCE COMPANY

                                  (RETROCEDANT)

                                       and

                     PLATINUM UNDERWRITERS REINSURANCE, INC.

                               (RETROCESSIONAIRE)

                          DATED AS OF NOVEMBER 1, 2002

      This QUOTA SHARE RETROCESSION Agreement (this "Agreement"), effective as
of 12:01 a.m. New York 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 MOUNTAIN RIDGE INSURANCE COMPANY, a Vermont 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


<PAGE>


      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 Contract (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:

                                   ARTICLE I

                          BUSINESS COVERED; EXCLUSIONS

      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, net of Inuring Retrocessions (as defined below), under
only the Multi-Year Aggregate Excess of Loss Reinsurance Agreement with ACE
Global Markets Ltd., Syndicate No. 2488 ("ACE"), for the period from January 1,
2000 through December 31, 2002 (the "Reinsurance Contract") identified on
Schedule A hereto and all renewals thereof entered into pursuant to the
Underwriting Management Agreement between Retrocedant and Retrocessionaire of
even date herewith (solely for the convenience of the parties Exhibit A-2 sets
forth Loss Reserves (as defined in Exhibit A-1 hereto), over the Reinsurance
Contract, by Class of Business (as defined below), each as of June 30, 2002).

      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 Sepember 30, 2002 (the "Initial
Ceding Commission Reserves"), and as finally determined pursuant to the
provisions of Article IV herein. 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 (the "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


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<PAGE>

Exhibits D and F (but excluding the inuring benefit of the Holborn aggregate
cover referenced as Item 13 in Exhibit B) 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 any subsidiary of The
St. Paul, as cedant, and a subsidiary of Platinum Holdings as retrocessionaire.

      The Flood 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.

                                   ARTICLE II

                                      TERM

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

                                  ARTICLE III

                                    COVERAGE

      SECTION 3.01 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.

      SECTION 3.02 Section B (Prospective) Coverage Period. The Section B
(Prospective) Coverage Period will be the period from and including the
Effective Time


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through the commutation, expiration or final settlement of all liabilities under
the Reinsurance Contract.

      SECTION 3.03 Deductible. Coverage shall be provided pursuant to this
Agreement to the extent of losses and other payments subject to this Agreement
in excess in the aggregate of the profit account balance provided for in Section
4.04 herein as adjusted from time to time pursuant to the terms of the
underlying 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.

                                   ARTICLE IV

                      PREMIUMS AND ADDITIONAL CONSIDERATION

      SECTION 4.01 Section A (Retrospective) Coverage Period -- Premium.

      (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 Contract, 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
December 31, 2001 as filed with the Vermont Department of Banking, Insurance,
Securities & Health Care Administration (consistent with the methods,
principles, practices and policies applied at June 30, 2002) and as submitted to
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 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 Contract,
as of the Effective Date, determined in accordance with this Section 4.01 and
the Methodology for Calculation of the Final Section A Premium as set forth on
Exhibit A-1 hereto (the "Final Section A Premium") and the reserves for ceding
commissions and brokerage fees relating to the


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<PAGE>

Reinsurance Contracts on the books of 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 as set forth on 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 should
have been included in the Final Section A Premium, as determined pursuant to
paragraph (b) of this Section 4.01, 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 September 30,
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


                                       5
<PAGE>

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 4.01(d), shall be for the account
of Retrocessionaire and no such amounts shall be retained by or payable to
Retrocedant.

      SECTION 4.02 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
commissions and net of Inuring Retrocession premiums as provided for in Section
7.04 and as allocated pursuant to Exhibit E, in each case relating to the
Reinsurance Contract, 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 December 31, 2001 as
filed with the Vermont Department of Banking, Insurance, Securities & Health
Care Administration (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 Contract, 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
December 31, 2001 as filed with the Vermont Department of Banking, Insurance,
Securities & Health Care Administration (consistent with the methods,
principles, practices and policies applied at June 30, 2002) and as submitted to
The St. Paul, relating to the Reinsurance Contract, net of the unearned ceding
commission and net of Inuring Retrocession premiums as provided for in Section
7.04 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


                                       6
<PAGE>

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 7.04.

      (d) Retrocedant shall retain all gross premiums 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.

      SECTION 4.03 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. If Retrocessionaire so notifies Retrocedant of any material
objection(s) to the Proposed Accounting, 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 daily 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 4.03(b), it being understood that arbitration according to
Section 4.03(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 adverse loss development and Retrocessionaire will suffer no
exposure to paid losses in excess of the Initial Section A


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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
4.03(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
4.03(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 American
Arbitration Association. 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 4.03, 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 New York, New York
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 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 4.03(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


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payment. In the event the sum of such amounts (determined in accordance with the
first sentence of this Section 4.03(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 4.03 represent the exclusive remedy for disputes arising between
the parties with respect to the Proposed Accounting and that the dispute
mechanisms set forth in Article XV shall be the exclusive remedy for all
disputes not relating to the Proposed Accounting.

      SECTION 4.04 Profit/Loss Settlement. Upon the commutation or final loss
settlement or termination of the Reinsurance Contract, Retrocessionaire and
Retrocedant shall share the profits, if any, on the following basis: 33 1/3% to
Retrocessionaire and 66 2/3% to Retrocedant.

      "Profits" shall mean the residual balance after losses have been paid from
premium deposits plus investment credits as reported in the Ace Deposit
Liability Account on the Mountain Ridge Insurance Company General Ledger (the
"Account").

      The Account shall be maintained by Retrocedant in a manner consistent with
its current practices, including, but not limited to the application of an
investment credit at the inception of each calendar year.

      If premium deposits plus investment credits as reported in the Account do
not adequately fund loss payments and there is an ultimate net loss, such
aggregate loss shall be allocated according to the experience of each of the
three underlying underwriting years and the Retrocedant shall be allocated
losses arising from the 2000 and 2001 underwriting years and the
Retrocessionaire shall be allocated losses arising from the 2002 underwriting
year.

                                   ARTICLE V

                          RETROCEDANT CEDING COMMISSION

With respect to the Reinsurance Contract, 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 the 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 Underwriting Management Agreement
between Retrocedant and Retrocessionaire, dated as of the date hereof, and all
underwriting and other expenses incurred by Retrocedant on or after the
Effective Date


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<PAGE>

with respect to the liabilities transferred hereunder, as determined in
accordance with Retrocedant's customary practices and procedures.

                                   ARTICLE VI

                               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 Reinsurance Contract.

                                  ARTICLE VII

                              INURING RETROCESSIONS

      SECTION 7.01 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 B 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 C, D and E. It is
further understood and agreed that facultative reinsurance not listed on Exhibit
B but relating to the Reinsurance Contract 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.

      SECTION 7.02 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 Contract or, in the
alternative, to make all payments directly to the Retrocessionaire, to the
extent allocable to the Reinsurance Contract, in the manner set forth in Exhibit
C hereto, and to seek all payments, to the extent allocable to the Reinsurance
Contract, in the manner set forth herein in Exhibit D hereto, directly from
Retrocessionaire, it being understood that Retrocessionaire shall bear all risk
of non-payment or non-collectibility under the Inuring Retrocessions.

      SECTION 7.03 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 C 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


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<PAGE>

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.

      (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 E hereto.

      SECTION 7.04 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 4.02,
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.

      SECTION 7.05 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 D
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.

      SECTION 7.06 Termination or Commutation of Inuring Retrocessions.

      (a) With respect to any Inuring Retrocessions providing coverage solely
with respect to the Reinsurance Contract, 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
the Reinsurance Contract 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.


                                       11
<PAGE>

                                  ARTICLE VIII

                 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 extent determined in Article IV) under the Reinsurance Contract 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 Contract, 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 Contract.

      (b) In the event of a claim under the 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 10.01 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.

                                   ARTICLE IX

                          EXTRACONTRACTUAL 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 the
Reinsurance Contract or otherwise in respect of the 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


                                       12
<PAGE>

in good faith, and in the event the parties are unable to reach agreement as to
such determination, recourse shall be had to Article XV hereof.

                                    ARTICLE X

                     ADMINISTRATION OF REINSURANCE CONTRACT

      SECTION 10.01 Administration.

      (a) The parties agree that, as of the Effective Time, Retrocedant shall
have the sole authority to administer the Reinsurance Contract 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
Contract, 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 Contract with
respect to amounts in excess of $500,000 or make any ex gratia payments, and
shall not amend, commute or terminate the Reinsurance Contract, 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, defense, 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 Article IX 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 Article XIV herein.

      SECTION 10.02 Reporting and Regulatory Matters. Each party shall provide
the notices and filings required to be made by it to state 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 Contract as reasonably required by the other party to
make such filings and in a form as agreed to by the parties.

      SECTION 10.03 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.


                                       13
<PAGE>

      SECTION 10.04 Communications Relating to the Reinsurance Contract.
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 Contract (including,
without limitation, all inquiries and complaints from state insurance
regulators, brokers and other service providers and reinsureds and all notices
of claims, suits and actions for which it receives service of process).

                                   ARTICLE XI

                             REPORTS AND REMITTANCES

      SECTION 11.01 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 the
Reinsurance Contract, including related administration costs and expenses
incurred by Retrocedant, consisting of the categories of information set forth
in Exhibit F hereto. The monthly statement of account shall also provide a
breakdown of any amounts due to the 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.

      SECTION 11.02 Remittances. Within ten Business Days after delivery of each
monthly report pursuant to Section 11.01, 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) herein, after which time, such premiums shall be remitted by
Retrocedant to Retrocessionaire.

      SECTION 11.03 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").

      SECTION 11.04 Cost Reimbursement. Retrocessionaire shall reimburse for its
allocated share of all costs and expenses incurred by Retrocedant in
administering the Reinsurance Contract as set forth in Exhibit G hereto.

      SECTION 11.05 Currency. For purposes of this Agreement, where Retrocedant
receives premiums or pays losses in currencies other than United States dollars,
such premiums or losses shall be converted into United States dollars at the

                                       14
<PAGE>

actual rates of exchange at which these premiums or losses are entered in the
Retrocedant's books.

                                   ARTICLE XII

                             MAINTENANCE OF LICENSES

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

                                  ARTICLE XIII

                                ACCESS TO RECORDS

            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 Article XIII 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.

      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 Article XIII shall survive termination of this
Agreement and shall continue for as long as there may be liabilities under the
Reinsurance Contract or reporting or retention requirements under applicable
law. In addition, each party shall have the right to take copies (including
electronic copies) of any information held by the other party that reasonably
relates to this Agreement or the Reinsurance Contract. Each party shall, and
shall cause its designated representative to, treat and hold as confidential
information any information it receives or obtains pursuant to this Article
XIII.


                                       15
<PAGE>

                                  ARTICLE XIV

                                 INDEMNIFICATION

      SECTION 14.01 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 Contract,
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 willful 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 11.04 hereof.

      SECTION 14.02 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 Contract,
including but not limited to extracontractual obligations, payments in excess of
policy limits and settlements made in respect of any such claims.

      SECTION 14.03 Indemnification Procedures. (a) If a party seeking
indemnification pursuant to this Article XIV (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 this Section 14.01 or 14.02, 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 14.03 shall not relieve
the Indemnifying Party of its obligations under this Article XIV, except to the
extent that such Indemnifying Party is prejudiced by such failure to give
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 14.03(a) (or sooner, if the
nature of such Third


                                       16
<PAGE>

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 Article XIV 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 Article XIV, such Indemnitee may
defend or (subject to the remainder of this Article XIV) 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
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 Article XIV 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


                                       17
<PAGE>

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.

      SECTION 14.04 Survival. This Article XIV shall survive termination of this
Agreement.

                                   ARTICLE XV

                                   ARBITRATION

      (a) As a condition precedent to any right of Action under this Agreement,
any dispute or difference between the parties hereto relating to the formation,
interpretation, or performance of this Agreement, or any transaction under this
Agreement, whether arising before or after termination, shall be submitted for
decision to a panel of three arbitrators (the "Panel") at the offices of
Judicial Arbitration and Mediation Services, Inc. in accordance with the
Streamlined Arbitration Rules and Procedures of Judicial Arbitration and
Mediation Services, Inc.

      (b) The party demanding arbitration shall do so by written notice
complying with the terms of Section 20.06. The arbitration demand shall state
the issues to be resolved and shall name the arbitrator appointed by the
demanding party.

      (c) Within 30 days of receipt of the demand for arbitration, the
responding party shall notify the demanding party of any additional issues to be
resolved in the arbitration and the name of the responding party's appointed
arbitrator. If the responding party refuses or neglects to appoint an arbitrator
within 30 days following receipt of the written arbitration demand, then the
demanding party may appoint the second arbitrator,


                                       18
<PAGE>

but only after providing 10 days' written notice of its intention to do so, and
only if such other party has failed to appoint the second arbitrator within such
10 day period.

      (d) The two arbitrators shall, before instituting the hearing, select an
impartial arbitrator who shall act as the umpire and preside over the hearing.
If the two arbitrators fail to agree on the selection of a third arbitrator
within 30 days after notification of the appointment of the second arbitrator,
the selection of the umpire shall be made by the American Arbitration
Association. Upon resignation or death of any member of the Panel, a replacement
will be appointed in the same fashion as the resigning or deceased member was
appointed. All arbitrators shall be active or former officers of
property/casualty insurance or reinsurance companies, or Lloyd's underwriters,
and shall be disinterested in the outcome of the arbitration.

      (e) Within 30 days after notice of appointment of all arbitrators, the
Panel shall meet and determine timely periods for briefs, discovery procedures
and schedules for hearings. The Panel shall have the power to determine all
procedural rules for the holding of the arbitration, including but not limited
to the inspection of documents, examination of witnesses and any other matter
relating to the conduct of the arbitration. The Panel shall interpret this
Agreement as an honorable engagement and not as merely a legal obligation and
shall make its decision considering the custom and practice of the applicable
insurance and reinsurance business. The Panel shall be relieved of all judicial
formalities and may abstain from following the strict rules of law. The decision
of any two arbitrators shall be binding and final. The arbitrators shall render
their decision in writing within 60 days following the termination of the
hearing. Judgment upon the award may be entered in any court of competent
jurisdiction.

      (f) Except as otherwise provided herein, all proceedings pursuant hereto
shall be governed by the laws of the State of Vermont without giving effect to
any choice or conflict of laws provision or rule (whether of the State of
Vermont or any other jurisdiction) that would cause the application of the laws
of any jurisdiction other than the State of Vermont.

      (g) The parties agree that any disputes subject to arbitration pursuant to
this Article XV that may also be subject to arbitration proceedings between
respective Affiliates of the parties shall be consolidated with and subject to
arbitration pursuant to this Article XV. The parties further agree that all
issues that are limited to a specific foreign jurisdiction under an agreement
between the respective affiliates of the parties shall be determined by this
Panel pursuant to the consolidation, in reference to the governing law of the
applicable agreement.

      (h) Each party shall bear the expense of its own arbitrator and shall
share equally with the other party the expense of the umpire and of the
arbitration.

      (i) Arbitration hereunder shall take place in New York, New York unless
the parties agree otherwise.

      (j) This Article XV shall survive termination of this Agreement.


                                       19
<PAGE>

                                  ARTICLE XVI

                                   INSOLVENCY

      (a) 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.

      (b) 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 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.

      (c) 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 (1) where the Reinsurance Contract
specifically provides another payee in the event of the insolvency of
Retrocedant, and (2) where Retrocessionaire, with the consent of the reinsured
or reinsureds under the Reinsurance Contract, has assumed the Reinsurance
Contract obligations of Retrocedant as direct obligations of Retrocessionaire to
the payees under the Reinsurance Contract and in substitution for the
obligations of the Retrocedant to such payees.

                                  ARTICLE XVII

                                     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.


                                       20
<PAGE>

                                 ARTICLE XVIII

                              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.

                                  ARTICLE XIX

                        CREDIT FOR REINSURANCE; SECURITY

      SECTION 19.01 Credit for Reinsurance. Retrocessionaire shall take all
actions reasonably necessary, if any, to permit Retrocedant to obtain full
financial statement credit in all applicable U.S. 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 reasonably 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 Reinsurance Contract. For purposes
of this Article XIX, 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.

      SECTION 19.02 Expenses. All expenses of establishing and maintaining any
letter of credit or other security arrangement shall be paid by
Retrocessionaire.

      SECTION 19.03 Security. Retrocessionaire shall establish and maintain a
trust fund for the benefit of Retrocedant as security for the obligations of
Retrocessionaire under this Agreement. The trust fund shall be in a form
reasonably satisfactory to Retrocedant and shall comply in all material respects
with the requirements under Maryland Insurance Law applicable to trust funds
established for credit for reinsurance purposes except as explicitly set forth
therein.

                                   ARTICLE XX

                            MISCELLANEOUS PROVISIONS

      SECTION 20.01 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.

      SECTION 20.02 Successors and Assigns. This Agreement may not be assigned
by either party without the prior written consent of the other. The provisions
of


                                       21
<PAGE>

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.

      SECTION 20.03 No Third Party Beneficiaries. Except as otherwise
specifically provided for in Article XIV of this Agreement, nothing in this
Agreement is intended or shall be construed to give any Person, other than the
parties hereto, their successors and permitted assigns, any legal or equitable
right, remedy or claim under or in respect of this Agreement or any provision
contained herein, and Retrocessionaire shall not be directly liable hereunder to
any reinsured under the Reinsurance Contract.

      SECTION 20.04 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.

      SECTION 20.05 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.

      SECTION 20.06 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 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:

      Mountain Ridge Insurance Company
      c/o The St. Paul Companies, Inc.
      385 Washington Street
      St. Paul, Minnesota  55102
      Attention:  General Counsel
      Facsimile:  (410) 205-6967

      If to Retrocessionaire:

      195 Broadway
      New York, New York  10007
      Facsimile:  (212) 238-9202
      Attention:  Chief Financial Officer


                                       22
<PAGE>

      SECTION 20.07 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.
      Citibank
      Newcastle, Delaware
      Account Number 38660864
      Bank ABA Number 031100209.

      For credit to Mountain Ridge Insurance Company
      Citibank - Delaware
      Swift Code:  CITIUS33
      ABA:  031100209
      Account Name:  Mountain Ridge Insurance Company
      Account Number:  38595302
      Ref:  Platinum Re Quota Share reinsurance payment

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

      SECTION 20.08 Headings. Headings used herein are not a part of this
Agreement and shall not affect the terms hereof.

      SECTION 20.09 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, 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.

      SECTION 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.

      SECTION 20.11 Governing Law. This Agreement shall be governed by the laws
of the State of Vermont, without giving effect to principles of conflicts of
laws thereof.


                                       23
<PAGE>

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

                                     MOUNTAIN RIDGE INSURANCE
                                     COMPANY


                                     By /s/ James Conway
                                        ----------------------------------------
                                        Name:   JAMES CONWAY
                                        Title:  Secretary


                                     PLATINUM UNDERWRITERS REINSURANCE, INC.


                                     By /s/ Michael D. Price
                                        ----------------------------------------
                                        Name:   Michael D. Price
                                        Title:  President and Chief
                                                Underwriting Officer


<PAGE>

                                   Schedule A

The Multi-Year Aggregate Excess of Loss Reinsurance Agreement with ACE Global
Market Ltd., Syndicate No. 2488 for the period from January 1, 2000 through
December 31, 2002. Non-Traditional Class D.


<PAGE>

                                   EXHIBIT A-1

                                  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 Contract
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-2.

             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 Contract net of estimated ceding commissions and
Inuring Retrocession premiums. Earned But Not Yet Billed Premium as of September
30, 2002 is equal to $ 17,143,443.


                                     A-1-1
<PAGE>

                                   EXHIBIT A-2

                       Loss Reserves by Class of Business

                               As of June 30, 2002

<TABLE>
<CAPTION>
                                                       Deposit       Profit
                                          IBNR         Liabilities   Commissions
                                          ----         -----------   -----------
<S>                   <C>                 <C>          <C>           <C>
New York & Vermont    Non-Traditional D   34,474,000   2,000,000
</TABLE>


                                     A-2-1
<PAGE>

                                    EXHIBIT B

                              Inuring Retrocessions


                                      B-1

<PAGE>

FER 17/10/02

 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>
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       Nisshin - 50%         55%
           Excluding Japan            Cession Limit               [100% treaty           Nichido - 5%
                                                                  estimate]


    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 Re -      100%
           Share Treaty               Cession Limit                                      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>


                                      B-2
<PAGE>

<TABLE>
<CAPTION>
Reference                            Inception   Expiration
   No.     Name of Contract            Date         Date                 Cover
-------------------------------------------------------------------------------------------

<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>
<CAPTION>
Reference
   No.     Name of Contract                Limit                Projected Prem.         Participants       % Placed
-------------------------------------------------------------------------------------------------------------------

<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>


                                      B-3
<PAGE>

FER 17/10/02

               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 XL            $1,500,000          $1,000,000
                                                           account                   (pound)750,000      (pound)500,000



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



    1c)      Marine XL (c)          1/1/02      12/31/02   Protects Europe XL            $5,000,000         $10,000,000
                                                           account                 (pound)2,500,000    (pound)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. XL    (pound)5,000,000    (pound)5,000,000
                                                           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%
                                                      (pound)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%
                                                      (pound)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%
                                                      (pound)37,500                          Cornhill - 25%
                                                                                             Odyssey London Branch - 25%

    2a)      International          1 @ 100%               $843,750     22.50%       100%    PX Re - 40%
             Property Cat. XL                        (pound)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>


                                      B-4
<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. XL    (pound)5,000,000   (pound)10,000,000
                                                           business










    2c)      International         7/11/01      7/10/02    Protects Europe               $7,500,000         $22,500,000
             Property Cat. XL                              Risk/Prorata/Cat. XL    (pound)5,000,000   (pound)15,000,000
                                                           business












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









    3b)      Joint Risk XOL        2/13/02      2/12/03    Property Risk &               $5,000,000          $5,000,000
             Cover - Second Layer                          Prorata 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                        (pound)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                        (pound)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 Layer                                                             Lloyd's Synd. 780 (BFC) - 15%
                                                                                             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 Layer                                                            Lloyd's Synd. 780 (BFC) - 15%
                                                                                             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>


                                      B-5
<PAGE>

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







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













    5)       Satellite XL          6/12/02      6/11/03    Protects all offices.        $10,000,000             $10,000
             [Geosynchronous /                             3 satellite warranty.
             Geostationary                                 Covers naturally
             In-Orbit                                      occurring phenomena
             Reinsurance]                                  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 and      Term Aggregate
                                                           Caribbean business       Limit - USD 75M
                                                           subject to USD 1
                                                           Billion ILW

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

<TABLE>
<S>          <C>                     <C>                  <C>            <C>          <C>     <C>
    4a)      International Cat.      1 @ 100%             $4,800,000     24.00%       100%    Lloyd's Synd. 566 (STN) - 12.5%
             XOL - First Layer                                                                Lloyd's Synd. 780 (BFC) - 10%
                                                                                              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 Cat.      1 @ 100%             $4,500,000     15.00%       100%    Lloyd's Synd. 566 (STN) - 5%
             XOL - Second Layer                                                               Lloyd's Synd. 780 (BFC) - 12.5%
                                                                                              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%



</TABLE>


                                      B-6
<PAGE>

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

    9)       N.A. $10 Billion ILW   8/1/01      7/31/02    North American                $2,500,000          $1,000,000
                                                           Property business
                                                           subject to Industry
                                                           Loss of USD 10B

    10)      N.A. Property / WCA    1/1/02      12/31/02   North American               $10,000,000            $100,000
             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 for           $5,000,000          $5,000,000
             layer [NY]                                    New York Office





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





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


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




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




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


</TABLE>


                                      B-7
<PAGE>

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

     15)     Puerto Rico ILW XOL    7/26/02     7/25/03    Property business           $10,000,000              $10,000
                                                           subject to an
                                                           Industry Loss of
                                                           USD1.5 Billion
</TABLE>


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

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


</TABLE>


                                      B-8
<PAGE>

                                    EXHIBIT C

                            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 realized 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.


                                      C-1
<PAGE>

                                    EXHIBIT D

                      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 realized 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
unfavorable experience on the Whole Account Stop Loss Cover the premium on this
cover could reduce by as much as $9


                                      D-1
<PAGE>

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.



                                      D-2
<PAGE>

                                    EXHIBIT E

                              Allocation of Limits

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


                                      E-1
<PAGE>

                                    EXHIBIT F

                          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.


                                      F-1
<PAGE>

                                    EXHIBIT G

                      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
itemized 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 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.


                                      G-1

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