PLATINUM UNDERWRITERS HOLDINGS LTD
INTRA-GROUP ASSET TRANSFER AGREEMENT
<DOCUMENT>
<TYPE>EX-10.33
<SEQUENCE>35
<FILENAME>y84608kexv10w33.txt
<DESCRIPTION>INTRA-GROUP ASSET TRANSFER AGREEMENT
<TEXT>
<PAGE>


                                                                  EXHIBIT 10.33

                            DATED 1st November 2002

                          ST. PAUL MANAGEMENT LIMITED

                                      AND

                      ST. PAUL REINSURANCE COMPANY LIMITED

                              -------------------

                      INTRA-GROUP ASSET TRANSFER AGREEMENT

                              -------------------

                               Slaughter and May
                                One Bunhill Row
                                 London EC1Y8YY
                                 (GWJ/ESYL/ANA)

                                  CAO21690094

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                                    CONTENTS

                                                                      PAGE

1.  Interpretation                                                      1

2.  Transfer                                                            2

3.  Consideration                                                       2

4.  Completion                                                          2

5.  Transferor's Warranties                                             2

6.  Further Assurance                                                   3

7.  Entire Agreement                                                    3

8.  Counterparts                                                        3

9.  Governing law                                                       3

<PAGE>

THIS AGREEMENT is made the 1st day of November, 2002

BETWEEN:-

1.    ST. PAUL MANAGEMENT LIMITED (registered in England No. 00972175) whose
      registered office is at The St. Paul House, 27 Camperdown Street, London
      E1 8DS (the "TRANSFEROR")

AND

2.    ST. PAUL REINSURANCE COMPANY LIMITED (registered in England No. 01460363)
      whose registered office is at The St. Paul House, 27 Camperdown Street,
      London El 8DS (the "TRANSFEREE")

WHEREAS:-

(A)   The St. Paul Companies, Inc. ("ST. PAUL") and Platinum Underwriters
      Holdings, Ltd. (PLATINUM HOLDINGS") entered into a Formation and
      Separation Agreement dated 28 October, 2002 (and such agreement as may be
      amended from time to time) (the "FORMATION AND SEPARATION AGREEMENT")
      setting forth certain terms governing St. Paul's sponsorship of the
      organisation of Platinum Holdings and its subsidiaries, actions to be
      taken in respect of Platinum Holdings' initial public offering (the
      "Public Offering") of its common shares and the ongoing relationships
      between St. Paul and its subsidiaries and Platinum Holdings and its
      subsidiaries after the effective date of the Public Offering.

(B)   Pursuant to the Formation and Separation Agreement, the parties thereto
      have agreed to procure that the Transferee will transfer (or procure the
      transfer of) certain business assets (the "BUSINESS ASSETS") to Platinum
      Re (UK) Limited on the terms set out in a Business Transfer Agreement to
      be entered into between the Transferee, the Transferor and Platinum Re
      (UK) Limited (the "BUSINESS TRANSFER AGREEMENT") with the intention that
      Platinum Re (UK) Limited shall be entitled to carry on the Business (as
      defined in the Business Transfer Agreement) in succession to the
      Transferee as a going concern.

(C)   The Transferor is the beneficial owner or is otherwise able to procure the
      transfer of the Assets, which form part of the Business Assets.

(D)   The parties hereto agree that the Transferor will transfer (or procure the
      transfer of) the Assets to the Transferee on the terms set out in this
      agreement with the intention that the Transferee shall be entitled to
      transfer, inter alia, the Assets to Platinum Re (UK) Limited pursuant to
      the Business Transfer Agreement.

WHEREBY IT IS AGREED as follows:-

1.    INTERPRETATION

1.1   In this agreement:

<PAGE>

      "ASSETS"          means all the tangible assets listed or referred to in
                        Schedule 6 to the Business Transfer Agreement which are
                        to be transferred to Platinum Re (UK) Limited by the
                        Transferee pursuant to the Business Transfer Agreement;


      "COMPLETION"      means completion of the transfer of the Assets under
                        this agreement.

1.2   In this agreement, unless otherwise specified:-

      (A)   references to clauses and schedules are to clauses and schedules to,
            this agreement; and

      (B)   headings to clauses and schedules are for convenience only and do
            not affect the interpretation of this agreement.

2.    TRANSFER

      The Transferor shall transfer or procure the transfer and the Transferee
      shall accept the transfer of the Assets.

3.    CONSIDERATION

      The consideration for the transfer of the Assets shall be US$ 300,003.

4.    COMPLETION

4.1   Completion shall take place immediately after signature of this agreement
      at such place as may be agreed between the parties.

4.2   At Completion (or such later time as the parties may agree) the Transferor
      shall deliver to the Transferee:-

      (A)   all the Assets which are capable of transfer by delivery with the
            intent that legal and beneficial title to these Assets shall pass by
            and upon delivery; and

      (B)   (if any) all such documentation duly executed outside the United
            Kingdom in respect of the Assets as is appropriate to transfer the
            legal and beneficial title of the Assets to the Transferee.

5.    TRANSFEROR'S WARRANTIES

      The Transferor warrants to the Transferee in the following terms:

      (A)   Ownership of the Assets

            The Transferor is the sole beneficial and legal owner of the Assets.

<PAGE>

      (B)   Options, mortgages and other encumbrances

            There is no option, right to acquire, mortgage, charge, pledge, lien
            or other form of security or encumbrance or equity on, over or
            affecting the Assets or any of them and there is no agreement or
            commitment to give or create any and no claim has been made by any
            person to be entitled to any.

6.    FURTHER ASSURANCE

      Each of the parties shall from time to time, on being reasonably requested
      to do so by the other party, execute such deeds and do all such things as
      are reasonably required for giving full effect to this agreement.

7.    ENTIRE AGREEMENT

      This agreement and any other documents referred to in it constitute the
      whole and only agreement between the parties relating to the transfer of
      the Assets.

8.    COUNTERPARTS

      This agreement may be executed in counterparts, each of which shall be
      deemed an original and all of which taken together shall constitute but
      one and the same instrument.

9.    GOVERNING LAW

      This agreement shall be governed by and construed in accordance with
      English law.

IN WITNESS whereof the parties have executed this agreement the day and year
first before written

<PAGE>


SIGNED by /s/ Charles Collis
as attorney for and on behalf of
ST. PAUL MANAGEMENT LIMITED


SIGNED by /s/ Charles Collis
as attorney for and on behalf of
ST. PAUL REINSURANCE COMPANY LIMITED

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</DOCUMENT>
