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                                                                   EXHIBIT 10.31


                FORM OF 100% QUOTA SHARE RETROCESSION AGREEMENT
                              (NON-TRADITIONAL - A)

                                 BY AND BETWEEN


                      ST. PAUL REINSURANCE COMPANY LIMITED


                                  (RETROCEDANT)


                                       and


                     PLATINUM UNDERWRITERS REINSURANCE INC.

                               (RETROCESSIONAIRE)


                            DATED AS OF ________, 2002

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This QUOTA SHARE RETROCESSION Agreement (this "AGREEMENT"), effective as of
12:01 a.m. London time on the later of the Business Day (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)
following the Closing or July 1, 2002 (the "EFFECTIVE TIME", and such date the
"EFFECTIVE DATE"), is made by and between ST. PAUL REINSURANCE COMPANY LIMITED,
a United Kingdom domiciled insurance company ("RETROCEDANT"), and PLATINUM
UNDERWRITERS REINSURANCE INC. (formerly known as USF&G Family Insurance
Company), a Maryland domiciled stock insurance company ("RETROCESSIONAIRE").

WHEREAS, pursuant to a Formation and Separation Agreement dated as of [  ], 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, 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;

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

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

1.       BUSINESS COVERED

         Retrocedant hereby obligates itself to retrocede to the
         Retrocessionaire and the Retrocessionaire hereby obligates itself to
         accept, pursuant to the terms of this Agreement, a one hundred percent
         (100%) quota share of any and all liabilities incurred by Retrocedant
         on or after January 1, 2002 but not yet paid as of the Effective Time,
         under all reinsurance and retrocession contracts listed in Exhibit A
         hereto (the "REINSURANCE CONTRACTS"), provided that (for the avoidance
         of doubt) Retrocedant shall not retrocede, and Retrocessionaire shall
         not accept, any liability incurred by the Retrocedant under reinsurance
         and retrocession contracts with United Kingdom cedants entered into
         after the authorisation of Platinum Re UK Limited under Part IV of the
         Financial Services and Markets Act 2000 of the United Kingdom to carry
         on insurance business in the United Kingdom.

2.       TERM

         This Agreement shall be continuous as to the Reinsurance Contracts.
         Except as mutually agreed in writing by the Retrocedant and the
         Retrocessionaire or in accordance with the terms of this Agreement,
         this Agreement shall remain

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         continuously in force until all Reinsurance Contracts are terminated,
         expired, cancelled or commuted.

3.       COVERAGE

3.1      SECTION A (RETROSPECTIVE) COVERAGE PERIOD

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

3.2      SECTION B (PROSPECTIVE) COVERAGE PERIOD.

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

4.       PREMIUMS AND ADDITIONAL CONSIDERATION

4.1      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 amount (the "INITIAL SECTION A
               PREMIUM") equal to one hundred percent (100%) of the carrying
               value on the books of the Retrocedant as of June 30, 2002, of the
               aggregate of all loss and loss adjustment expense and ceding
               commission reserves relating to the Reinsurance Contracts with
               respect to the Section A (Retrospective) Coverage Period,
               determined in accordance with statutory accounting principles on
               a basis consistent in all material respects with the methods,
               principles, practices and policies employed in the preparation
               and presentation of Retrocedant's annual statutory financial
               statement as of [31 December 2001] as filed with the Financial
               Services Authority and as submitted to The St. Paul, and subject
               to the adjustments as set forth on Exhibit B hereto (the "LOSS
               RESERVE ADJUSTMENTS"), as applicable.

         (B)   As soon as reasonably practicable, but in no event later than
               [75] days following the Effective Date, Retrocedant shall prepare
               and deliver to Retrocessionaire an accounting, including the
               calculation of all Loss Reserve Adjustments as provided for
               herein (the "PROPOSED LOSS RESERVE ACCOUNTING") of all loss and
               loss adjustment expense reserves and ceding commission reserves
               relating to the Reinsurance Contracts with respect to the Section
               A (Retrospective) Coverage Period, as of the Effective Date,
               determined in accordance with statutory accounting principles on
               a basis consistent in all material respects with the methods,
               principles, practices and policies employed in the preparation
               and presentation of Retrocedant's annual statutory financial
               statement as of [31 December 2001] as filed with the Financial
               Services Authority and as submitted to The St. Paul, adjusted to

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               reflect the Loss Reserve Adjustments, as applicable (the "FINAL
               SECTION A PREMIUM"). In the event the Final Section A Premium is
               greater than the Initial Section A Premium, Retrocedant shall
               promptly pay to the account of Retrocessionaire 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. In the event the Initial Section A Premium
               is greater than the Final Section A Premium, Retrocessionaire
               shall promptly repay to the account of Retrocedant the difference
               (as an adjustment to the amount payable pursuant to Section
               4.1(A) above) plus interest on such amount of the Applicable Rate
               from and including the Effective Date to and including the date
               of such payment.

4.2      SECTION B (PROSPECTIVE) COVERAGE PERIOD -- PREMIUMS

         (A)   On the Effective Date, in respect of the Section B (Prospective)
               Coverage Period, Retrocedant shall transfer to Retrocessionaire
               an amount (the "INITIAL SECTION B PREMIUM") equal to the carrying
               value on the books of Retrocedant as of June 30, 2002 of one
               hundred percent (100%) of the unearned premium reserves relating
               to the Reinsurance Contracts for the Section B Coverage Period,
               determined in accordance with statutory accounting principles on
               a basis consistent in all material respects with the methods,
               principles, practices and policies employed in the preparation
               and presentation of Retrocedant's annual statutory financial
               statement as of [31 December 2001] as filed with the Financial
               Services Authority and as submitted to The St. Paul, less the
               applicable Ceding Commission, as defined below, and 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 Ceding Commission.

         (B)   As soon as reasonably practicable, but in no event later than
               [75] days following the Effective Date, Retrocedant shall prepare
               and deliver to Retrocessionaire an accounting (the "PROPOSED
               PREMIUM RESERVE ACCOUNTING", together with the Proposed Loss
               Reserve Accounting, the "PROPOSED ACCOUNTING") of all unearned
               premium reserves relating to the Reinsurance Contracts for the
               Section B (Prospective) Coverage Period, as of the Effective
               Date, determined in accordance with statutory accounting
               principles on a basis consistent in all material respects with
               the methods, principles, practices and policies employed in the
               preparation and presentation of Retrocedant's annual statutory
               financial statement as of [31 December 2001] as filed with the
               Financial Services Authority and as submitted to The St. Paul,
               relating to the Reinsurance Contracts, net of the applicable
               Ceding Commission (the "FINAL SECTION B PREMIUM"). In the event
               the Final Section B Premium is greater than the Initial Section B
               Premium, 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 is greater than the Final Section B

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               Premium, Retrocessionaire shall promptly repay to the account of
               Retrocedant the difference (as an adjustment to the amount
               payable pursuant to Section 4.2(A) above) plus interest on such
               amount at the Applicable Rate from and including the Effective
               Date to and including the date of such payment.

         (C)   Notwithstanding the foregoing, the parties agree that all gross
               estimated premiums written prior to the Effective Date and earned
               but not yet billed ("EBUB", and also referred to as "estimated
               premiums receivable" or "EBNR") as of the Effective Time and
               relating to the Reinsurance Contracts, as determined, on or
               before ______, 2002, in accordance 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 amount of EBUB as of the
               Effective Time shall be for the account of Retrocessionaire and
               shall not affect the amount retained by Retrocedant. The parties
               agree that as of the first anniversary of the date hereof,
               Retrocessionaire shall pay to Retrocedant the difference, if any,
               between the amount of EBUB as of the Effective Time and the
               aggregate amount paid to and/or retained by Retrocedant prior to
               that date with respect to EBUB as of the Effective Time. 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 4.2(C), shall be for the account of
               Retrocessionaire and all such amounts shall be retained by or
               payable to Retrocedant.

4.3      DISPUTE RESOLUTION

         (A)   After receipt of the Proposed Accounting, together with the work
               papers used in preparation thereof, Retrocessionaire shall have
               30 days (the "REVIEW PERIOD") to review such Proposed Accounting.
               Unless Retrocessionaire delivers written notice to Retrocedant on
               or prior to the 30th day of the Review Period stating that it has
               material objections thereto, Retrocessionaire shall be deemed to
               have accepted and agreed to the Proposed Accounting.
               Retrocessionaire shall not object to any method, principle,
               practice or policy employed in the preparation of the Proposed
               Accounting if such method, principle, practice or policy is
               consistent in all material respects with that employed in the
               preparation and presentation of Retrocedant's statutory annual
               financial statement as of [31 December 2001] as filed with the
               Financial Services Authority and as submitted to The St. Paul. If
               Retrocessionaire so notifies Retrocedant of its material
               objections 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

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               material objections and any resolution by them as to any
               disputed amounts shall be final, binding and conclusive.

         (B)   Any amount remaining in dispute at the conclusion of the
               Resolution Period ("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. The decision of
               the Arbiters shall be final and binding on both parties; but
               failing to agree, they shall call in the Umpire and the decision
               of the majority shall be final and binding upon both parties.
               Judgment upon the final decision of the Arbiters may be entered
               in any court of competent jurisdiction.

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

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

         (F)   Arbitration shall not be a condition precedent to any right of
               action hereunder.

         (G)   Once the Proposed Accounting has been finalised 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. In the
               event the sum of such amounts is greater than the amount paid by
               Retrocedant to Retrocessionaire on the Effective Date,
               Retrocedant shall promptly pay to the account of Retrocessionaire
               the difference plus interest on such amount at the Applicable
               Rate from and including the Effective Date to and including the
               date of such payment. In the event the aggregate of such amounts
               is lower than the amount paid by Retrocedant to Retrocessionaire
               on the Effective Date, Retrocessionaire shall promptly repay to
               the account of Retrocedant

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               the difference (as an adjustment to the amount payable pursuant
               to Section 4.1(A) and/or 4.2(A) above, as applicable) plus
               interest on such amount at the Applicable Rate from the Effective
               Date to the date of such payment.

5.       CEDING COMMISSION

         With respect to the Reinsurance Contracts, Retrocessionaire shall pay
         the Retrocedant a ceding commission (the "CEDING COMMISSION") with
         respect to the Section B (Prospective) Coverage Period, and such Ceding
         Commission shall equal one hundred percent (100%) of the actual
         expenses incurred in writing each Reinsurance Contract, including
         actual ceding commissions and brokerage paid, 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.

6.       ORIGINAL CONDITIONS

         This Agreement shall be subject to the same rates, terms, conditions,
         waivers and interpretations, and to the same modifications and
         alterations, as the respective Reinsurance Contracts.

7.       INURING RETROCESSIONS

7.1      ALLOCATION TO RETROCESSIONAIRE

         Retrocedant agrees that the retrocession contracts purchased from third
         party retrocessionaires ("THIRD PARTY RETROCESSIONAIRES") by or on
         behalf of Retrocedant prior to the Effective Time that are listed on
         Exhibit C hereto shall inure to the benefit of Retrocessionaire to the
         extent of liabilities covered under this Agreement ("INURING
         RETROCESSIONS"), subject to the allocations in Exhibits D, E and F.

7.2      TRANSFER

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

7.3      INURING RETROCESSIONS CLAIMS

         (A)   Each of the parties agrees to transfer to the other party all
               recoveries or any portion thereof that such party receives on or
               after the Effective Time pursuant to the Inuring Retrocessions
               and are allocated to the other party, in

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               the manner set forth in Exhibit D hereto. Retrocedant shall use
               its commercially reasonable efforts to collect any recoveries due
               to Retrocessionaire under the Inuring Retrocessions that
               indemnify the Retrocedant for losses or expenses payable or
               return of premium allocable to the Retrocessionaire and hold them
               on trust for and pay them to or to the order of Retrocessionaire.
               The parties agree that Retrocessionaire's obligations to make
               payments pursuant to the Inuring Retrocessions or to reimburse
               Retrocedant pursuant to this Agreement shall not be waived by
               non-receipt of any such amounts. Retrocessionaire shall reimburse
               Retrocedant for one hundred percent (100%) of any expenses
               reasonably incurred by Retrocedant in attempting to make such
               collection, including all allocated expenses, as determined in
               accordance with The St. Paul'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 F hereto.

7.4      INITIAL CONSIDERATION

         On the Effective Date, Retrocessionaire shall reimburse Retrocedant for
         one hundred percent (100%) of any and all unearned premiums paid by
         Retrocedant under such Inuring Retrocessions net of any applicable
         unearned ceding commissions paid to Retrocedant thereunder.

7.5      ADDITIONAL CONSIDERATION

         Retrocessionaire agrees to pay directly to Third Party
         Retrocessionaires under the Inuring Retrocessions all future premiums
         Retrocedant is obligated to pay pursuant to the terms of the Inuring
         Retrocessions to the extent that such premiums are allocable to
         Retrocessionaire in the manner set forth in Exhibit E and to indemnify
         Retrocedant for all such premiums paid directly by Retrocedant, net of
         any ceding commissions and similar amounts paid by Third Party
         Retrocessionaires to Retrocedant.

7.6      CANCELLATION OR COMMUTATION OF INURING RETROCESSIONS

         (A)   With respect to any Inuring Retrocessions providing coverage
               solely with respect to the Reinsurance Agreements, Retrocedant
               agrees, on behalf of itself and its affiliates, not to terminate
               or commute any such Inuring Retrocession without the written
               consent of Retrocessionaire.

         (B)   With respect to any Inuring Retrocessions providing coverage for
               both Reinsurance Agreements 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 any Inuring Retrocession, without the prior

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               written consent of the other party, such consent not to be
               unreasonably withheld.

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

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

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

9.       EXTRA CONTRACTUAL OBLIGATIONS

         In the event Retrocedant or Retrocessionaire is held liable to pay any
         punitive, exemplary, compensatory or consequential damages because of
         alleged or actual bad faith or negligence related to the handling of
         any claim under any Reinsurance Contract or otherwise in respect of
         such Reinsurance Contract, the parties shall be

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         liable for such damages in proportion to their responsibility for the
         conduct giving rise to the damages. Such determination shall be made by
         Retrocedant and Retrocessionaire, acting jointly and in good faith, and
         in the event the parties are unable to reach agreement as to such
         determination, recourse shall be had to Article 15 hereof.

10.      ADMINISTRATION OF REINSURANCE CONTRACTS

10.1     (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 Contracts with respect to amounts in excess of
               $500,000, and shall not amend, commute or terminate any of the
               Reinsurance Contracts without the prior written consent of
               Retrocessionaire.

         (B)   Notwithstanding the foregoing, 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 9 hereof,
               Retrocessionaire shall indemnify Retrocedant for all Losses,
               including punitive, exemplary, compensatory or consequential
               damages arising from such assumption of the conduct of such
               settlement pursuant to Article 14 herein.

10.2     REPORTING AND REGULATORY MATTERS

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

10.3     DUTY TO COOPERATE

         Upon the terms and subject to the conditions and other agreements set
         forth herein, each party agrees to use its commercially reasonable
         efforts to take, or cause to be taken, all actions, and to do, or cause
         to be done, and to assist and cooperate with

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         the other party in doing, all things necessary or advisable to perform
         the transactions contemplated by this Agreement.

10.4     COMMUNICATIONS RELATING TO THE REINSURANCE CONTRACTS

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

11.      REPORTS AND REMITTANCES

11.1     REPORT FROM RETROCEDANT

         Within thirty days following the end of each month, Retrocedant shall
         provide Retrocessionaire with a summary statement of account for the
         previous month showing all activity relating to each of the Reinsurance
         Contracts, including related administration costs and expenses incurred
         by Retrocedant in the form set forth as Exhibit G. 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, premiums or other amounts due pursuant
         to the terms of this Agreement.

11.2     REMITTANCES

         Within five 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.

11.3     LATE PAYMENTS

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

11.4     COST REIMBURSEMENT

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

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12.      MAINTENANCE OF LICENSES

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

13.      ACCESS TO RECORDS

         From and after the Closing Date, Retrocedant shall afford to
         Retrocessionaire and its respective authorised 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 13 for, without limitation, audit, accounting, claims,
         litigation (other than any claims or litigation between the parties
         hereto) and tax purposes, as well as for purposes of fulfilling
         disclosure and reporting obligations and for performing this Agreement
         and the transactions contemplated hereby.

         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 13 shall survive termination of this Agreement and
         shall continue for as long as there may be liabilities under the
         Reinsurance Contracts or reporting or retention requirements under
         applicable law. In addition, each party shall have the right to take
         copies (including electronic copies) of any information held by the
         other party that reasonably relates to this Agreement or the
         Reinsurance Contracts. Each party shall, and shall cause its designated
         representative to, treat and hold as confidential information any
         information it receives or obtains pursuant to this Article 13, except
         (i) to the extent required to be disclosed by law or any securities
         exchange or regulatory or governmental body to which that party is
         subject (whether or not the requirement for information has the force
         of law); or (ii) to the extent that the information has come into the
         public domain through no fault or that party.

<Page>

                                       13

14.      INDEMNIFICATION

14.1     INDEMNIFICATION BY RETROCEDANT

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

14.2     INDEMNIFICATION BY RETROCESSIONAIRE

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

14.3     INDEMNIFICATION PROCEDURES

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

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                                       14

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

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

         (D)   If an Indemnifying Party chooses to defend or to seek to
               compromise or settle any Third Party Claim, the Indemnitee shall
               make available at reasonable times to such Indemnifying Party any
               personnel or any books, records or other documents within its
               control or which it otherwise has the ability to make available
               that are necessary or appropriate for such defense, settlement or
               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 14 to the contrary,
               neither an Indemnifying Party nor an Indemnitee may settle or
               compromise any claim over the objection of the other; PROVIDED
               that consent to settlement or

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                                       15

               compromise shall not be unreasonably withheld or delayed. If an
               Indemnifying Party notifies the Indemnitee in writing of such
               Indemnifying Party's desire to settle or compromise a Third Party
               Claim on the basis set forth in such notice (provided that such
               settlement or compromise includes as an unconditional term
               thereof the giving by the claimant or plaintiff of a written
               release of the Indemnitee from all liability in respect thereof)
               and the Indemnitee shall notify the Indemnifying Party in writing
               that such Indemnitee declines to accept any such settlement or
               compromise, such Indemnitee may continue to contest such Third
               Party Claim, free of any participation by such Indemnifying
               Party, at such Indemnitee's sole expense. In such event, the
               obligation of such Indemnifying Party to such Indemnitee with
               respect to such Third Party Claim shall be equal to (i) the costs
               and expenses of such Indemnitee prior to the date such
               Indemnifying Party notifies such Indemnitee of the offer to
               settle or compromise (to the extent such costs and expenses are
               otherwise indemnifiable hereunder) PLUS (ii) the lesser of (A)
               the amount of any offer of settlement or compromise which such
               Indemnitee declined to accept and (B) the actual out-of-pocket
               amount such Indemnitee is obligated to pay subsequent to such
               date as a result of such Indemnitee's continuing to pursue such
               Third Party Claim.

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

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

14.4     SURVIVAL

         This Article 14 shall survive termination of this Agreement.

15.      ARBITRATION

         (A)   All disputes and differences arising under or in connection with
               this contract shall be referred to arbitration under ARIAS
               Arbitration Rules.

         (B)   The Arbitration Tribunal shall consist of three arbitrators, one
               to be appointed by the Claimant, one to be appointed by the
               Respondent and the third to be appointed by the two appointed
               arbitrators.

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                                       16

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

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

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

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

         (G)   The seat of arbitration shall be London.

         (H)   If any matter in difference between the parties is related to a
               matter of difference in the United States of America, such matter
               will be subject to the arbitration procedure set out in Article
               14 of the 100 per cent. Quota Share Retrocession Agreement [of
               even date] between St. Paul Fire and Marine Insurance Company and
               Platinum Underwriters Reinsurance, Inc., provided that the panel
               of arbitrators shall apply English law in respect of those
               aspects of the matter which relate to the United Kingdom.

         (I)   This Article 15 shall survive termination of this Agreement.

16.      INSOLVENCY

         (A)   On the occurrence of an Insolvency Event affecting 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

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                                       17

               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 Contracts specifically provide another
               payee on the occurrence of an Insolvency Event affecting
               Retrocedant, and (2) where Retrocessionaire, with the consent of
               the reinsured or reinsureds under the Reinsurance Contracts, has
               assumed such Reinsurance Contract obligations of Retrocedant as
               direct obligations of Retrocessionaire to the payees under such
               Reinsurance Contracts and in substitution for the obligations of
               the Retrocedant to such payees.

         (D)   For the purposes of this Article 16, an Insolvency Event shall
               occur if:

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

               (ii)  Retrocedant goes into compulsory or voluntary liquidation;

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

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

17.      OFFSET

         Retrocedant and Retrocessionaire shall have the right to offset any
         balance or amounts due form 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.

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                                       18

18.      ERRORS AND OMISSIONS

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

19.      CREDIT FOR REINSURANCE; SECURITY

19.1     CREDIT FOR REINSURANCE

         Retrocessionaire shall take all actions reasonably necessary, if any,
         to permit Retrocedant to obtain full financial statement credit in all
         applicable jurisdictions for all liabilities assumed by the
         Retrocessionaire pursuant to this Agreement, including but not limited
         to loss and loss adjustment expense reserves, unearned premium
         reserves, reserves for incurred but not reported losses, allocated loss
         adjustment expenses and ceding commissions, and to provide the security
         required for such purpose, in a form 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 relevant Reinsurance Contracts. For purposes
         of this Article 19, such "actions reasonably necessary" may include,
         without limitation, the furnishing of a letter of credit or the
         establishment of a custodial or trust account, as permitted under
         applicable law, to secure the payment of the amounts due the
         Retrocedant under this Agreement.

19.2     EXPENSES

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

19.3     SECURITY

         (A)   Retrocessionaire shall establish and maintain a trust fund 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.

         (B)   At the Closing Date, Retrocessionaire shall deposit qualifying
               assets into the trust account equal to all payments and proceeds
               received by Retrocessionaire in respect of the Reinsurance
               Contracts, including but not limited to assets related to
               transferred reserves, premium payments, reinsurance recoverables
               and other payments. As of the end of each calendar quarter,
               Retrocessionaire shall calculate the balance of the trust fund
               and the aggregate loss, loss adjustment expense reserves,
               unearned premium reserves, ceding commission and other reserves
               related to the

<Page>

                                       19

               Reinsurance Contracts as reported in the statutory financial
               statements filed by Retrocessionaire with the Maryland Insurance
               Commission for such quarter and shall provide such calculation to
               Retrocedant within five days of the filing of such statutory
               financial statements with the Maryland Insurance Commission. If
               the balance of the trust fund is less than the aggregate of the
               related reserves, Retrocessionaire promptly shall deposit
               sufficient qualifying assets to cause the balance of the trust
               fund to equal at least one hundred percent of such aggregate
               reserves. If the balance of the trust fund is greater than the
               aggregate of the related reserves, Retrocessionaire may withdraw
               assets equal to the amount of such excess.

         (C)   Upon receipt of the quarterly calculation from Retrocessionaire,
               Retrocedant shall have the right to reasonably object to such
               calculation and to offer a reasonable proposal for reserve
               amounts. If the parties in good faith are not able to resolve the
               disagreement within [two weeks] of Retrocedant's indication of
               disagreement, the parties shall mutually agree upon an
               independent actuarial firm to determine an appropriate level of
               aggregate reserves with respect to the Reinsurance Contracts,
               such level to be no more than the amount proposed by Retrocedant
               and no less than the amount reported by Retrocessionaire, and
               both parties agree to be bound by such determination.

         (D)   Retrocessionaire shall retain the investment discretion with
               respect to the assets in the trust, provided, however, that all
               assets held in the trust shall qualify as admitted assets under
               Maryland Insurance Law.

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

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

20.      MISCELLANEOUS PROVISIONS

20.1     SEVERABILITY

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

20.2     SUCCESSORS AND ASSIGNS

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

<Page>

                                       20

20.3     NO THIRD PARTY BENEFICIARIES

         Except as otherwise specifically provided for in Article 14 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 any Reinsurance Contract.

20.4     EQUITABLE RELIEF

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

20.5     EXECUTION IN COUNTERPARTS

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

20.6     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:

         [             ]
         Facsimile:  [ No.   ]
         Attention:  [TITLE]

         If to Retrocessionaire:

         [             ]
         Facsimile:  [ No.   ]
         Attention:  [TITLE]

<Page>

                                       21

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

20.8     HEADINGS

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

20.9     FURTHER ASSURANCES

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

20.10    THIRD PARTY RIGHTS

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

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

         (C)   Notwithstanding the provisions of Article 20.10(A), this
               agreement may be rescinded or varied in any way and at any time
               by the parties to this agreement without the consent of any or
               all of the Third Parties.

20.11    AMENDMENTS; ENTIRE AGREEMENT

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

20.12    GOVERNING LAW

         This Agreement shall be governed by English law.

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                                       22

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


                                        ST. PAUL REINSURANCE COMPANY LIMITED

                                        By
                                            ------------------------------------
                                            Name:
                                            Title:


                                        PLATINUM UNDERWRITERS REINSURANCE INC.

                                        By
                                            ------------------------------------
                                            Name:
                                            Title: