retrocessionagreement_sep08.htm


     

     

    
      

      

    

    
      EXHIBIT
10.2

       

      EXCESS OF
LOSS RETROCESSION AGREEMENT

       

      BY AND
BETWEEN

       

      PLATINUM
UNDERWRITERS REINSURANCE, INC.

       

      (RETROCEDANT)

       

      and

       

      PLATINUM
UNDERWRITERS BERMUDA, LTD.

       

       (RETROCESSIONAIRE)

       

      DATED AS
OF AUGUST 5, 2008

       

      


       

      ARTICLE
1 -  BUSINESS
COVERED

       

      This
Agreement is to indemnify the Retrocedant in respect of the net excess liability
as a result of any catastrophe loss or losses which may occur during the term of
this Agreement under any original reinsurance contracts written by the
Retrocedant (“Original Reinsurance Contracts”).

       

      ARTICLE
2 -  COMMENCEMENT
AND TERMINATION

       

      This
Agreement shall take effect and shall apply to all losses occurring during the
period 5th August
2008 to 4th August
2009 both days inclusive, Local Standard Time, at the place where the loss
occurs.

       

      If this
Agreement terminates while an occurrence covered hereunder is in progress, it is
agreed that subject to the other conditions of this Agreement, the
Retrocessionaire shall indemnify the Retrocedant as if the entire loss had
occurred during the term of this Agreement.

       

      ARTICLE
3 -  EXCLUSIONS

       

      The
following Exclusion Clauses are attached to and form part of this
Agreement:

       

          1. Nuclear
Energy Risks Exclusion Clause (Reinsurance) (Worldwide Excluding U.S.A. &
Canada) (Japanese Amendment)

       

          2. Pools,
Associations, and Syndicates.

       

          3. War Risk
Exlusion Clause.

       

          4. Insolvency
Funds Exclusion Clause.

       

          5. Terrorism
Clause

       

          6. Any loss
or losses resulting from any named storm (which are Tropical Prediction Center
designated named storms) in existence as of August 5, 2008, including without
limitation Tropical Storm Edouard.

       

      
        
          
          

        

        
          - 1
-

          
            

          

        

        
          
          

        

      

       

      ARTICLE
4 -   TERRITORY

       

      Coverage
applies within the territorial limits of the United States, its territories and
possessions and the Gulf of Mexico.

      


      ARTICLE
5  - LIMIT AND RETENTION

      


      The
Retrocessionaire shall be liable in respect of each and every Loss Occurrence
over and above an initial Ultimate Net Loss of $30,000,000 each and every loss
each and every Loss Occurrence, subject to a limit of liability to the
Retrocessionaire of $50,000,000 Ultimate Net Loss each and every loss or series
of losses arising out of one Loss Occurrence.  Nevertheless, the limit
of liability to Retrocessionaire for all occurrences arising under this
Agreement shall be limited to $100,000,000.

       

      ARTICLE
6  - REINSTATEMENT

       

      Each loss
hereon reduces the amount of indemnity provided under this Agreement by the
amount paid.  Any amount so exhausted shall be automatically
reinstated from the time of the occurrence of loss and for each amount so
reinstated, the Retrocedant agrees to pay an additional premium calculated at
pro rata of the annual premium as respects the fraction of indemnity exhausted
and 100% of the annual premium regardless of the unexpired term of this
Agreement.  Nevertheless, the Retrocessionaire’s liability shall not
exceed $100,000,000 with respect to all Loss Occurrences during the term of the
Agreement.

       

      ARTICLE
7 - PREMIUM

       

      The
premium for this Agreement shall be a flat premium of $11,000,000 payable in two
equal installments on September 1, 2008 and March 1, 2009.

       

      ARTICLE
8 - ULTIMATE NET LOSS

       

      Ultimate
Net Loss shall mean the actual loss paid by the Retrocedant, or for which the
Retrocedant becomes liable to pay, such loss to include 100% of any Extra
Contractual Obligations and 100% of any Excess of Policy Limits loss, and
expenses of litigation and interest, if any, and all other loss expenses covered
under Original Reinsurance Contracts, and such expenses of the Retrocedant
incurred in the handling of loss arising out of Original Reinsurance Contracts
including subrogation, salvage and recovery expenses (office expenses and
salaries of officials and employees not classified as loss adjusters are not
chargeable as expenses for purpose of this paragraph), but salvages and all
recoveries, including recoveries under all reinsurances which inure to the
benefit of this agreement (whether recovered or not), shall be first deducted
from such loss to arrive at the amount of liability attaching
hereunder.

       

      All
salvages, recoveries or payments recovered or received subsequent to loss
settlement hereunder shall be applied as if recovered or received prior to the
aforesaid settlement and all necessary adjustments shall be made by the parties
hereto.

       

      For
purposes of this article, the phrase “becomes liable to pay” shall mean the
existence of a judgment or award, which the Retrocedant does not intend to
appeal or a release has been obtained by the Retrocedant, or the Retrocedant has
accepted a proof of loss.

       

      Nothing
in this clause shall be construed to mean that losses are not recoverable
hereunder until the Retrocedant’s net loss has been ascertained.

       

      
        
          
          

        

        
          - 2
-

          
            

          

        

        
          
          

        

      

       

      ARTICLE
9 – LOSS OCCURRENCE

       

      The term
“Loss Occurrence” shall mean the sum of all individual losses directly
occasioned by any one disaster, accident or loss or series of disasters,
accidents or losses arising out of one event.  However, the duration
and extent of any one “Loss Occurrence” shall be limited to all individual
losses sustained by the Retrocedant occurring during any period of 168
consecutive hours arising out of and directly occasioned by the same event
except that the term “Loss Occurrence” shall be further defined as
follows:

      


      (i)     As
regards windstorm, hail, tornado, hurricane, cyclone, including ensuing collapse
and water damage, all individual losses sustained by the Retrocedant occurring
during any period of 72 consecutive hours arising out of and directly occasioned
by the same event.  However, the event need not be limited to one
state or province or states or provinces contiguous thereto.

      


      (ii)    As
regards riot, riot attending a strike, civil commotion, vandalism and malicious
mischief, all individual losses sustained by the Retrocedant occurring during
any period of 72 consecutive hours within the area of one municipality or county
and the municipalities or counties contiguous thereto arising out of and
directly occasioned by the same event. The maximum duration of 72 consecutive
hours may be extended in respect of individual losses which occur beyond such 72
consecutive hours during the continued occupation of an assured's premises by
strikers, provided such occupation commenced during the aforesaid
period.

      


      (iii)   As
regards earthquake (the epicenter of which need not necessarily be within the
territorial confines referred to in the opening paragraph of this Article) and
fire following directly occasioned by the earthquake, only those individual fire
losses which commence during the period of 168 consecutive hours may be included
in the Retrocedant’s Loss Occurrence.

      


      (iv)   As
regards “Freeze,” only individual losses directly occasioned by collapse,
breakage of glass and water damage (caused by bursting of frozen pipes and
tanks) may be included in the Company’s Loss Occurrence.

      


      Except
for those Loss Occurrences referred to in (i) and (ii) above, the Retrocedant
may choose the date and time when any such period of consecutive hours commences
provided that it is not earlier than the date and time of the occurrence of the
first recorded individual loss sustained by the Retrocedant arising out of that
disaster, accident or loss and provided that only one such period of 168
consecutive hours shall apply with respect to one event.

      


      However,
as respects those Loss Occurrences referred to in (i) and (ii) above, if the
disaster, accident or loss occasioned by the event is of greater duration than
72 consecutive hours, then the Retrocedant may divide that disaster, accident or
loss into two or more Loss Occurrences provided no two periods overlap and no
individual loss is included in more than one such period and provided that no
period commences earlier than the date and time of the occurrence of the first
recorded individual loss sustained by the Retrocedant arising out of that
disaster, accident or loss.

      


      No
individual losses occasioned by an event that would be covered by 72 hours
clauses may be included in any Loss Occurrence claimed under the 168 hours
provision.

      


      
        
          
          

        

        
          - 3
-

          
            

          

        

        
          
          

        

      

       

      ARTICLE 10 - EXTRA CONTRACTUAL
OBLIGATIONS

       

      This
Agreement shall protect the Retrocedant and any original reinsured, within the
limits hereof, where the loss includes any Extra Contractual
Obligations.  The term “Extra Contractual Obligations” is defined as
those liabilities not covered under any other provision of this Agreement and
which arise from the handling of any claim on business covered hereunder, such
liabilities arising because of, but not limited to, the following: failure by
any original reinsured to settle within the policy limit, or by reason of
alleged or actual negligence, fraud, or bad faith in rejecting an offer of
settlement or in the preparation of the defense or in the trial of any action
against its insured or reinsured or in the preparation or prosecution of an
appeal consequent upon such action.

       

       The date
on which any Extra Contractual Obligation is incurred by any original reinsured
shall be deemed, in all circumstances, to be the date of the original disaster
and/or casualty.

       

       However,
this Article shall not apply where the loss has been incurred due (i) solely to
the acts, or failure to act, of the Retrocedant in handling its claims or (ii)
to fraud by a member of the Board of Directors or a corporate officer of any
original reinsured acting individually or collectively or in collusion with any
individual or corporation or any other organization or party involved in the
presentation, defense or settlement of any claim covered hereunder.

      


       ARTICLE
11 - EXCESS OF ORIGINAL POLICY LIMITS

       

       This
Agreement shall protect the Retrocedant and any original reinsured, within the
limits hereof, in connection with loss in excess of the limit of its original
policy, such loss in excess of the limit having been incurred because of failure
of the original reinsured to settle within the policy limit or by reason of
alleged or actual negligence, fraud, or bad faith in rejecting an offer of
settlement or in the preparation of the defense or in the trial of any action
against its insured or reinsured or in the preparation or prosecution of an
appeal consequent upon such action.

       

       However,
this Article shall not apply where the loss has been incurred due (i) solely to
the acts, or failure to act, of the Retrocedant in handling its claims or (ii)
to fraud by a member of the Board of Directors or a corporate officer of the
original reinsured acting individually or collectively or in collusion with any
individual or corporation or any other organization or party involved in the
presentation, defense or settlement of any claim covered hereunder.

       

       For the
purpose of this Article, the word “loss” shall mean any amounts for which the
original reinsured or Retrocedant would have been contractually liable to pay
had it not been for the limit of the original policy.

       

      ARTICLE
12 - NET RETAINED LINES

       

      This
Agreement applies only to that portion of any reinsurance or any Extra
Contractual Obligations or Excess of Original Policy Limits which the
Retrocedant retains net for its own account, and in calculating the amount of
any loss hereunder and also in computing the amount or amounts in excess of
which this Agreement attaches, only loss or losses in respect of that portion of
any reinsurance or any Extra Contractual Obligations or Excess of Original
Policy Limits which the Retrocedant retains nets for its own account shall be
included.

       

      The
amount of the Retrocessionaire liability hereunder in respect of any loss or
losses shall not be increased by reason of the inability of the Retrocedant to
collect from any other Retrocessionaire, whether specific or general, any
amounts which may have become due from them, whether such inability arises from
the insolvency of such other Retrocessionaire or otherwise.

       

      
        
          
          

        

        
          - 4
-

          
            

          

        

        
          
          

        

      

       

      ARTICLE
13- NOTICE OF LOSS AND LOSS SETTLEMENTS

       

      The
Retrocedant shall advise the Retrocessionaire promptly of any Loss Occurrence
which, in the opinion of the Retrocedant may result in a claim hereunder and of
all subsequent developments thereto which, in the opinion of the Retrocedant may
materially affect the position of the Retrocessionaire.

       

      All loss
settlements made by the Retrocedant, provided they are within the terms of this
Agreement, shall be unconditionally binding upon the Retrocessionaire who agrees
to pay all amounts for which it may be liable immediately upon being furnished
by the Retrocedant with reasonable evidence of the amount due or to be
due.  In addition, the Retrocessionaire agrees to abide by court
and/or arbitration decisions affecting the Retrocedant’s Original Reinsurance
Contracts.

       

      ARTICLE
14 - ARBITRATION

       

      SECTION 14.01    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.

       

      SECTION 14.02    The party demanding
arbitration shall do so by written notice to the responding
party.  Retrocessionaire hereby appoints its General Counsel as its
agent to receive any arbitration demand hereunder and Retrocedant hereby
appoints its Chief Financial Officer as its agent to receive any arbitration
demand hereunder.  The arbitration demand shall state the issues to be
resolved and shall name the arbitrator appointed by the demanding
party.

       

      SECTION 14.03    Within thirty (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 thirty (30)
days following receipt of the written arbitration demand, then the demanding
party may appoint the second arbitrator but only after providing ten (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 ten (10) day
period.

       

      SECTION 14.04    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 thirty
(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.

       

      SECTION 14.05    Within thirty (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 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 Panel shall render its decision in writing within sixty
(60) days following the termination of the hearing.  Judgment upon the
award may be entered in any court of competent jurisdiction.

       

      
        
          
          

        

        
          - 5
-

          
            

          

        

        
          
          

        

      

       

      SECTION 14.06    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.

       

      SECTION 14.07    Arbitration hereunder
shall take place in New York, New York unless the parties agree
otherwise.

       

      SECTION 14.08    The parties hereto
hereby expressly (i) submit to the jurisdiction of the Panel, (ii) agree to
comply with all requirements necessary to give the Panel jurisdiction and (iii)
agree to abide by the final decision of the Panel.

       

      SECTION 14.09    This Article 14 shall
survive termination of this Agreement.

       

      ARTICLE
15 - CURRENCY

       

      For
purposes of this Agreement, where the 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 actual rates of exchange at
which these premiums or losses are entered in the Retrocedant’s
books.

       

      ARTICLE
16 - ACCESS TO RECORDS

       

      The
Retrocedant shall place at the disposal of the Retrocessionaire at all
reasonable times, and the Retrocessionaire shall have the right to inspect
through its designated representatives, during the term of this Agreement and
thereafter, all books, records and papers of the Retrocedant in connection with
any reinsurance hereunder, or the subject matter hereof.

       

      The
Retrocessionaire, except with the express prior written consent of the
Retrocedant, shall not directly or indirectly, communicate, disclose or divulge
to any third party, any knowledge or information that may be acquired either
directly or indirectly as a result of the inspection of the Retrocedant’s books,
records and papers.  The restrictions as outlined in this Article
shall not apply to communication or disclosures that the Retrocessionaire is
required to make to its statutory auditors, retrocessionaires, legal counsel,
arbitrators involved in any arbitration procedures under this Agreement or
disclosures required upon subpoena or other duly-issued order of a court or
other governmental agency or regulatory authority.

       

      ARTICLE
17 - INSOLVENCY

       

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

       

      It is
agreed, however, that the liquidator, receiver, conservator or statutory
successor of the Retrocedant shall give written notice to the Retrocessionaire
of the pendency of a claim against the Retrocedant indicating the Reinsurance
Contract reinsured, which claim would involve a possible liability on the part
of the 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, the 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 the
Retrocedant or its liquidator, receiver, conservator or statutory
successor.  The expense thus incurred by the Retrocessionaire shall be
chargeable, subject to the approval of the court, against the 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 the Retrocedant solely as a result of
the defense undertaken by the Retrocessionaire.

       

      
        
          
          

        

        
          - 6
-

          
            

          

        

        
          
          

        

      

       

      As to all
reinsurance made, ceded, renewed or otherwise becoming effective under this
Agreement, the reinsurance shall be payable as set forth above by the
Retrocessionaire to the Retrocedant or to its liquidator, receiver, conservator
or statutory successor, except (1) where the Reinsurance Contracts specifically
provide another payee in the event of the insolvency of the Retrocedant, or (2)
where the Retrocessionaire with the consent of the insured or reinsureds, has
assumed such Reinsurance Contract obligations of the Retrocedant as direct
obligations of the Retrocessionaire to the payees under such Reinsurance
Contracts and in substitution for the obligations of the Retrocedant to such
payees.

       

      ARTICLE
18 - OFFSET

       

      The
Retrocedant and the 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.

       

      ARTICLE
19 - ERRORS AND OMISSIONS

       

      Any
inadvertent delay, omission, error or failure made in connection with this
Agreement 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 after discovery.

       

      ARTICLE
20 - FEDERAL EXCISE TAX

       

      The
Retrocessionaire will allow for the purpose of paying Federal Excise Tax a
deduction, from the premium payable to the Retrocessionaire hereunder, of an
amount equal to the applicable percentage of such premium representing the
Federal Excise Tax (as imposed under Section 4371 of the Internal Revenue
Service Code) to the extent such premium is subject to such tax.  In
the event of any return of premium, the Retrocessionaire will deduct the
aforesaid percentage from the return premium payable hereunder and the
Retrocedant or its agent will recover such tax from the United States
Government.  In all other instances, if the Retrocedant should recover
any portion of a Federal Excise Tax that was withheld from the premium paid to
the Retrocessionaire, such recovered amount shall be paid promptly to the
Retrocessionaire.

       

      ARTICLE
21 - SERVICE OF SUIT

       

      In the
event the Retrocessionaire fails to pay any amount claimed due hereunder, the
Retrocessionaire, at the request of the Retrocedant, will submit to the
jurisdiction of a court of competent jurisdiction within the United States and
will comply with all requirements necessary to give that court
jurisdiction.  Nothing in this Article constitutes, or should be
understood to constitute, a waiver of the Retrocessionarie's right to commence
an action in any court of competent jurisdiction in the United States, to remove
an action to the United States District Court, or to seek a transfer of a case
to another court as permitted by the laws of the United States or of any state
in the United States.  Service of process in such suit may be made
upon Dewey Ballantine LLP, New York, New York.  In any suit instituted
against it upon this Agreement, Retrocessionaire will abide by the final
decision of such court or of any appellate court in the event of an
appeal.

       

      The above
named are authorized and directed to accept service of process on behalf of the
Retrocessionaire in any such suit and/or upon the request of the Retrocedant to
give a written undertaking to the Retrocedant that they will enter a general
appearance upon the Retrocessionaire's behalf in the event such a suit is
instituted.

       

      Further,
pursuant to any statute of any state, territory, or district of the Untied
States that makes provision therefore, the Retrocessionaire hereby designates
the Superintendent, Commissioner, or Director of Insurance or other officer
specified for that purpose in the statute (or his successor or successors in
office) as its true and lawful attorney upon whom may be served any lawful
process in any action, suit, or proceeding instituted by or on behalf of the
Retrocedant or any beneficiary hereunder arising out of this Agreement, and
hereby designates the above named as the person to which the said officer is
authorized to mail such process or a true copy thereof.

       

      
        
          
          

        

        
          - 7
-

          
            

          

        

        
          
          

        

      

       

      ARTICLE
22 - SECURITY

       

      If
Retrocessionaire is not licensed, or an accredited reinsurer in the State of
Maryland, Retrocessionaire shall establish and maintain a funds withheld
account, trust fund or other form of security for the benefit of Retrocedant as
security for the obligations of Retrocessionaire under this
Agreement.  The funds withheld account, trust fund or other form of
security shall be in a form reasonably satisfactory to Retrocedant and shall
comply with the requirements under Maryland Insurance Law applicable to trust
funds, funds withheld accounts, or other forms of security established for
credit for reinsurance purposes.

       

      ARTICLE
23 - REPORTS AND REMITTANCES

       

      Within
thirty (30) days after the close of each quarter in which there are any losses
covered under this Agreement, the Retrocedant will furnish the Retrocessionaire
with a report setting forth such loss payments, loss adjustment expense paid,
monies recovered, reinstatement premium, and net balance due either
party.  If applicable, the Retrocedant will also furnish the
Retrocessionaire with a quarterly statement showing the total reserves for
outstanding losses including loss adjustment expense, and such other information
as may be required by the Retrocessionaire for completion of its financial
statements and other filings.

       

      The net
balance will be paid within forty-five (45) days after the close of the
respective quarter.

       

      ARTICLE
24- MISCELLANEOUS PROVISIONS

       

      SECTION 24.01    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 24.02    Successors and
Assigns.  This Agreement may not be assigned by either party
without the prior written consent of the other.  The provisions of
this Agreement shall be binding upon and inure to the benefit of and be
enforceable by the parties hereto and their respective successors and assigns as
permitted herein.

       

      SECTION 24.03    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 24.04    Headings.  Headings
used herein are not a part of this Agreement and shall not affect the terms
hereof.

       

      SECTION 24.05    Amendments; Entire
Agreement.  This Agreement may be amended only by written
agreement of the parties.  This 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 24.06    Negotiated
Agreement.  This Agreement has been negotiated at arm’s-length,
and the fact that the initial and final drafts will have been prepared by either
party will not give rise to any presumption for or against any party to this
Agreement or be used in any respect or forum in the construction or
interpretation of this Agreement or any of its provisions.

       

      
        
          
          

        

        
          - 8
-

          
            

          

        

        
          
          

        

      

       

      IN
WITNESS WHEREOF, the parties have caused this Agreement to be executed in
duplicate by their respective officers duly authorized so to do, on the date set
forth below.

      


      


                                                                                                              Platinum Underwriters Reinsurance,
Inc.

      
                                                        By: /s/ Kevin Marine              


                                                              Name: Kevin
Marine

                                                              Title: Chief
Operating Officer

                                                              Date: September 23,
2008

       

       

                                                              Platinum Underwriters
Bermuda, Ltd. 

        
                                                        By: /s/ Les Waters            

                                                                Name: Les
Waters

                                                                Title: Senior Vice
President

                                                                Date: September 29,
2008

         

        
          
            
            

          

          
            - 9
-

            
              

            

          

          
            
            

          

        

         

        
          NUCLEAR ENERGY RISKS EXCLUSION CLAUSE
(REINSURANCE) (1994)

          (WORLDWIDE EXCLUDING U.S.A. AND
CANADA)

          (INCLUDES JAPANESE
AMENDMENT)

          
    This
agreement shall exclude Nuclear Energy Risks whether such risks are written
directly and/or by way of reinsurance and/or via Pools and/or
Associations.

              For all
purposes of this agreement Nuclear Energy Risks shall mean all first party and/or third
party insurances or reinsurances (other than Workers' Compensation and
Employers' Liability) in respect of:

        

         

        
          
            	
                    (I)

                  	
                    All
      Property on the site of a nuclear power station.  Nuclear
      Reactors, reactor buildings and plant and equipment therein on any site
      other than a nuclear power station.

                  
	
                    (II)

                  	
                    All
      Property, on any site (including but not limited to the sites referred to
      in (I) above) used or having been used for:

                  
	 
      	
                    (a)

                  	
                    the
      generation of nuclear energy; or

                  
	 
      	
                    (b)

                  	
                    the
      Production, Use or Storage of Nuclear Material.

                  
	
                    (III)

                  	
                    Any
      other Property eligible for insurance by the relevant local Nuclear
      Insurance Pool and/or Association but only to the extent of the
      requirements of that local Pool and/or Association.

                  
	
                    (IV)

                  	
                    The
      supply of goods and services to any of the sites, described in (I) to
      (III) above, unless such insurances or reinsurances shall exclude the
      perils of irradiation and contamination by Nuclear
    Material.

                  


          

        

         

            Execpt as undernoted,
Nuclear Energy Risks shall not include:

         

        
          
            	
                    (i)

                  	
                    Any
      insurance or reinsurance in respect of the construction or erection or
      installation or replacement or repair or maintenance or decommissioning of
      Property as described in (I) to (III) above (including contractors' plant
      and equipment);

                  
	
                    (ii)

                  	
                    Any
      Machinery Breakdown or other Engineering insurance or reinsurance not
      coming within the scope of (i)
above;

                  


          

        

         

            Provided
always that such insurance or reinsurance shall exclude the perils of
irradiation and contamination by Nuclear Material. However,
the above exemption shall not extend to:

         

        
          
            	
                    (1)

                  	
                    The
      provision of any insurance or reinsurance whatsoever in respect
      of:

                  
	 
      	
                    (a)

                  	
                    Nuclear
      Material;

                  
	 
      	
                    (b)

                  	
                    Any
      Property in the High Radioactivity Zone or Area of any Nuclear
      Installation as from the introduction of Nuclear Material or - for reactor
      installations - as from fuel loading or first criticality where so agreed
      with the relevant local Nuclear Insurance Pool and/or
      Association.

                  
	
                    (2)

                  	
                    The
      provision of any insurance or reinsurance for the undernoted
      perils:

                  
	 
      	
                     -
      Fire, lightning, explosion;

                  
	 
      	
                     -
      Earthquake;

                  
	 
      	
                     -
      Aircraft and other aerial devices or articles dropped
      therefrom;

                  
	 
      	
                     -
      Irradiation and radioactive contamination;

                  
	 
      	
                     -
      Any other peril insured by the relevant local Nuclear Insurance Pool
      and/or
Association;

                  


          

        

      

    

     

        in respect of
any other Property not specified in (1) above which directly involves the
Production, Use or Storage of Nuclear Material as from the introduction of
Nuclear Material into such Property.

     

    
      
        
        

      

      
        - 10
-

        
          

        

      

      
        
        

      

    

     

    Definitions

     

    "Nuclear
Material" means:

     

    
      
        	
                (i)

              	
                Nuclear
      fuel, other than natural uranium and depleted uranium, capable of
      producing energy by a self-sustaining chain process of nuclear fission
      outside a Nuclear Reactor, either alone or in combination with some other
      material; and

              
	
                (ii)

              	
                Radioactive
      Products or Waste.

              
	 
      	 
      	
                "Radioactive
      Products or Waste" means any radioactive material produced in, or any
      material made radioactive by exposure to the radiation incidental to the
      production or utilization of nuclear fuel, but does not include
      radioisotopes which have reached the final stage of fabrication so as to
      be usable for any scientific, medical, agricultural, commercial or
      industrial purpose.

              


      

    

     

    "Nuclear
Installation" means:

     

    
      
        	
                (i)

              	
                Any
      Nuclear Reactor;

              
	
                (ii)

              	
                Any
      factory using nuclear fuel for the production of Nuclear Material, or any
      factory for the processing of Nuclear Material, including any factory for
      the reprocessing of irradiated nuclear fuel; and

              
	
                (iii)

              	
                Any
      facility where Nuclear Material is stored, other than storage incidental
      to the carriage of such material.

              
	 
      	 
      	
                "Nuclear
      Reactor" means any structure containing nuclear fuel in such an
      arrangement that a self-sustaining chain process of nuclear fission can
      occur therein without an additional source of neutrons.

              
	 
      	 
      	
                "Production,
      Use or Storage of Nuclear Material" means the production, manufacture,
      enrichment, conditioning, processing, reprocessing, use, storage, handling
      and disposal of Nuclear Material.

              
	 
      	 
      	
                "Property"
      shall mean all land, buildings, structures, plant, equipment, vehicles,
      contents (including but not limited to liquids and gases) and all
      materials of whatever description whether fixed or
  not.

              


      

    

     

    "High
Radioactivity Zone or Area" means:

     

    
      
        	
                (i)

              	
                For
      nuclear power stations and Nuclear Reactors, the vessel or structure which
      immediately contains the core (including its supports and shrouding) and
      all the contents thereof, the fuel elements, the control rods and the
      irradiated fuel store; and

              
	
                (ii)

              	
                For
      non-reactor Nuclear Installations, any area where the level of
      radioactivity requires the provision of a biological
    shield.

              


      

    

     

        Notwithstanding the
provisions of this Clause, certain liabilities the type of which by market
practice and custom have not been declared to the Japanese Nuclear Pool are
covered hereunder.

        

        N.M.A. 1975a
(10/3/94) (with Japanese Amendment added).

        Approved by
Lloyd's Underwriters' Non-Marine Association.

     

    
      
        
        

      

      
        - 11
-

        
          

        

      

      
        
        

      

    

    
       

      WAR
AND CIVIL WAR EXCLUSION CLAUSE

       

      This
Agreement excludes loss or damage directly or indirectly occasioned by,
happening through or in consequence of War, Invasion, Acts of Foreign Enemies,
Hostilities (whether War be declared or not), Civil War, Rebellion, Revolution,
Insurrection, Military or Usurped Power, or confiscation or nationalization or
requisition or destruction of or damage to property by or under the order of any
government or public or local authority, but this exclusion shall not apply to
business written in accordance with the Market War and Civil War Risks Exclusion
Agreement nor to business outside the scope of such Agreement.

       

      
        
          
          

        

        
          - 12
-

          
            

          

        

        
          
          

        

      

       

      
        INSOLVENCY
FUNDS EXCLUSION CLAUSE

         

        This
Agreement excludes all liability of the Company arising by contract, operation
of law, or otherwise, from its participation or membership, whether voluntary or
involuntary, in any insolvency fund.  "Insolvency fund" includes any
guaranty fund, insolvency fund, plan, pool, association, fund, or other
arrangement, howsoever denominated, established, or governed, that provides for
any assessment of or payment or assumption by the Company of part or all of any
claim, debt, charge, fee, or other obligation of an insurer, or its successors
or assigns, which has been declared by any competent authority to be insolvent,
or which is otherwise deemed unable to meet any claim, debt, charge, fee, or
other obligation in whole or in part.

         

        
          
            
            

          

          
            - 13
-

            
              

            

          

          
            
            

          

        

         

        
          TERRORISM
CLAUSE

           

          Notwithstanding
any provision to the contrary within this Agreement or any amendment thereto, it
is agreed that this Agreement excludes loss, damage, cost or expense directly or
indirectly caused by, contributed to by, resulting from, or arising out of or in
connection with any act of terrorism, as defined herein, regardless of any other
cause or event contributing concurrently or in any other sequence to the
loss.

           

          An
act of terrorism includes any act, or preparation in respect of action, or
threat of action designed to influence the government de jure or de facto of any
nation or any political division thereof, or in pursuit of political, religious,
ideological or similar purposes to intimidate the public or a section of the
public of any nation by any person or group(s) of persons whether acting alone
or on behalf of or in connection with any organization(s) or government(s) de
jure or de facto, and which:

           

          a.    Involves
violence against one or more persons; or

           

          b.    Involves
damage to property; or

           

          c.    Endangers
life other than the person committing the action; or

           

          d.    Creates
a risk to health or safety of the public or a section of the public;
or

           

          e.    Is
designed to interfere with or disrupt an electronic system.

           

          This
Agreement also excludes loss, damage, cost or expense directly or indirectly
caused by, contributed to by, resulting from, or arising out of or in connection
with any action in controlling, preventing, suppressing, retaliating against or
responding to any act of terrorism.

           

          Notwithstanding
the above and subject otherwise to the terms, conditions and limitations of this
Agreement, in respect only of personal lines, this Agreement will pay actual
loss or damage (but not related cost and expense) caused by any act of terrorism
provided such act is not directly or indirectly caused by, contributed to by,
resulting from, or arising out of or in connection with biological, chemical, or
nuclear pollution or contamination.

        

         

         

        
          - 14
-