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                                                                   Exhibit 10.30

                 FORM OF 100% QUOTA SHARE RETROCESSION AGREEMENT
                                  (TRADITIONAL)

                                 BY AND BETWEEN

                       ST PAUL REINSURANCE COMPANY LIMITED

                                  (RETROCEDANT)

                                       and

                     PLATINUM UNDERWRITERS REINSURANCE INC.

                               (RETROCESSIONAIRE)

                            DATED AS OF________, 2002

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; and

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

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

1.    BUSINESS COVERED; EXCLUSIONS

      Retrocedant hereby obligates itself to retrocede to Retrocessionaire and
      Retrocessionaire hereby obligates itself to accept, pursuant to the terms
      of this

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

      (i)  are underwritten by or on behalf of Retrocedant, incept on or after
           January 1, 2002 and belong to the classes specified in Exhibit A-1
           hereto (solely for the convenience of the parties, Exhibit A-2 hereto
           sets forth a list of such Reinsurance Contracts); or

      (ii) are new or renewal contracts entered into by Retrocedant pursuant to
           Clause 4.1 of Part B of the UK Underwriting Agency and Underwriting
           Management Agreement (the "Agency Agreement") between Retrocedant and
           Platinum Re (UK) Limited of even date herewith,

      (each, a "REINSURANCE CONTRACT"), but excluding reinsurance contracts
      entered into otherwise than pursuant to Clause 4.1 of Part B of the Agency
      Agreement belonging to the classes specified in Exhibit B-1 hereto (the
      "EXCLUDED CONTRACTS"), (solely for the convenience of the parties, Exhibit
      B-2 hereto sets forth a list of such reinsurance contracts) it being
      understood that any reinsurance contract not meeting the criteria set
      forth in Exhibit A-1 (other than a Reinsurance Contract entered into
      pursuant to Clause 4.1 of Part B of the Agency Agreement) shall be deemed
      to be an Excluded Contract for the purposes of this Agreement unless
      otherwise agreed to by the parties and provided that, for the avoidance of
      doubt, Retrocedant shall not retrocede, and Retrocessionaire shall not
      accept, any liability incurred by Retrocedant under reinsurance and
      retrocession contracts to the extent that they are entered into or renewed
      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
      reinsurance business in the United Kingdom. No retrocession shall attach
      with respect to any contracts of reinsurance of any kind or type
      whatsoever issued and/or assumed by Retrocedant, other than the
      Reinsurance Contracts.

2.    TERM

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

3.    COVERAGE

3.1   SECTION A (RETROSPECTIVE) COVERAGE PERIOD.

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

3.2   SECTION B (PROSPECTIVE) COVERAGE PERIOD.

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

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      liabilities under any of the Reinsurance Contracts referred to in
      sub-paragraph (i) of Clause 1.

4.    PREMIUMS AND ADDITIONAL CONSIDERATION

4.1   SECTION A (RETROSPECTIVE) COVERAGE PERIOD -- PREMIUMS.

      (A)  On the Effective Date, in respect of the Section A (Retrospective)
           Coverage Period, Retrocedant shall pay to the account of
           Retrocessionaire an 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, 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 31st 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 C hereto (the
           "LOSS RESERVE ADJUSTMENTS"), as applicable.

      (B)  As soon as reasonably practicable, but in no event later than [90]
           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, 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 31st December, 2001 as filed with
           the Financial Services Authority and as submitted to The St. Paul,
           adjusted to 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 at the Applicable Rate from and including the
           Effective Date to and including the date of such payment.

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

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           Final Section A Premium did not so reflect such associated reserves
           with respect to such Reinsurance Contract as of the Effective Date,
           Retrocedant shall promptly pay to the account of Retrocessionaire an
           amount equal to the amount that should have been included in the
           Final Section A Premium, as determined pursuant to paragraph (B) of
           this Section 4.1, less any amounts paid by Retrocedant on or after
           the Effective Date pursuant to such Reinsurance Contract relating to
           such reserves, plus interest on such amount at the Applicable Rate
           calculated from and including the Effective Date to and including the
           date of such payment to Retrocessionaire.

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, 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 31st 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. [NOTE: WOULD IT BE BETTER TO PUT THE LAST 3 1/2LINES IN A
           SEPARATE CLAUSE, SINCE IT DOES NOT RELATE TO THE CALCULATION AS AT
           30TH JUNE 2002?]

      (B)  As soon as reasonably practicable, but in no event later than [90]
           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, 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 31st 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 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

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           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 no
           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 31st 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 material objections
           and any resolution by them as to any disputed amounts shall be final,
           binding and conclusive.

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      (B)  Any amount remaining in dispute at the conclusion of the Resolution
           Period ("UNRESOLVED CHANGES") shall be submitted to arbitration in
           accordance with Clause 15 of this Agreement.

      (C)  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
           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 per cent. (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

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

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 D
      hereto (as such Exhibit may be amended from time to time by agreement
      between the parties) or that are entered into after the date hereof and
      relate to the Reinsurance Contracts shall inure to the benefit of
      Retrocessionaire to the extent of liabilities covered under this Agreement
      ("INURING RETROCESSIONS"), subject to the agreed allocations in Exhibits
      E, F and G.

7.2   TRANSFER

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      [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.]

      [IF NOT OBTAINED AT SIGNING, FURTHER AMENDMENTS WOULD BE NECESSARY. WE CAN
      PROVIDE DRAFTING IF THIS WOULD BE HELPFUL.]

7.3   INURING RETROCESSIONS CLAIMS

      (A)  Each of the parties agrees to transfer to the other party all
           recoveries or any portion thereof that such party receives on or
           after the Effective Time pursuant to the Inuring Retrocessions which
           are allocated to the other party, in the manner set forth in Exhibit
           E hereto, provided that each party shall be entitled to set off any
           obligation to account for any such recovery to the other party
           against any obligation arising under this Agreement owed by the other
           party to the party so obliged to account. Retrocedant shall use its
           commercially reasonable efforts to collect any recoveries due to
           Retrocessionaire under the Inuring Retrocessions that indemnify
           Retrocedant for losses or expenses payable or return of premium
           allocable to Retrocessionaire and, subject to any right of set-off
           which may have arisen under the foregoing provisions of this clause,
           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 Retrocedant'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 G 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

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      the terms of the Inuring Retrocessions to the extent that such premiums
      are allocable to Retrocessionaire [in the manner set forth in Exhibit F
      hereto] [in a manner consistent with Retrocedant's current practice], and
      to indemnify Retrocedant for all such premiums paid directly by
      Retrocedant, net of any ceding commissions and similar amounts paid by
      Third Party Retrocessionaires to Retrocedant.

7.6   TERMINATION OR COMMUTATION OF INURING RETROCESSIONS

      To the extent that any Inuring Retrocessions provide coverage for both
      Reinsurance Contracts and business not covered under this Agreement,
      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 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   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.

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

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9.    EXTRA CONTRACTUAL OBLIGATIONS

      In the event Retrocedant or Retrocessionaire is held liable to pay any
      punitive, exemplary, compensatory or consequential damages because of
      alleged or actual bad faith or negligence related to the handling of any
      claim under any Reinsurance Contract or otherwise in respect of such
      Reinsurance Contract, the parties shall be liable for such damages in
      proportion to their responsibility for the conduct giving rise to the
      damages. Such determination shall be made by Retrocedant and
      Retrocessionaire, acting jointly and in good faith, and in the event the
      parties are unable to reach agreement as to such determination, recourse
      shall be had to Article 15 hereof.

10.   ADMINISTRATION OF REINSURANCE CONTRACTS

10.1  ADMINISTRATION

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

      (B)  Notwithstanding the foregoing, to the extent permitted by law
           Retrocessionaire may, at its discretion and at its own expense,
           assume the administration, defence and settlement of any claim upon
           prior written notice to Retrocedant. Upon receipt of such notice,
           Retrocedant shall not compromise, discharge or settle such claim
           except with the prior written consent of Retrocessionaire.
           Retrocessionaire shall not take any action in the administration of
           such claim that would reasonably be expected to adversely affect
           Retrocedant, its business or its reputation, without the prior
           written consent of Retrocedant. Subject to the terms of 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.

      (C)  Upon the grant to Platinum Re UK Limited of the necessary
           authorisation to enable Platinum Re UK Limited lawfully to carry on
           insurance business as principal in the United Kingdom of the classes
           covered by this agreement, Retrocedant agrees with Retrocessionaire
           that it will enter into undertakings in the terms of sub-clauses (A)
           and (B) above with Platinum Re UK Limited,

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           subject only to Platinum Re UK Limited entering into undertakings in
           the same terms with Retrocedant.

10.2  REPORTING AND REGULATORY MATTERS

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

10.3  DUTY TO COOPERATE

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

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 H hereto. The monthly
      statement of account shall also provide a breakdown of any amounts due to
      the Retrocedant or Retrocessionaire, as the case may be, as reimbursement
      for paid claims, 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.

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11.3  LATE PAYMENTS

      Should any payment due to 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 I hereto.

11.5  CURRENCY

      Premiums, losses and other items payable under this agreement in
      currencies other than Pounds Sterling, United States Dollars and Euros
      shall be converted into United States Dollars at the rate of exchange used
      by Retrocedant for the purposes of its own books and shall be included in
      the United States Dollar accounts hereunder.

12.   MAINTENANCE OF LICENCES

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

13.   ACCESS TO RECORDS

13.1  From and after the Closing Date, Retrocedant shall afford to
      Retrocessionaire and its respective authorized accountants, counsel and
      other designated representatives (collectively, "Representatives")
      reasonable access (including using commercially reasonable best efforts to
      give access to Persons possessing information) during normal business
      hours to all data and information that is specifically described in
      writing (collectively, "Information") within the possession of Retrocedant
      relating to the liabilities transferred hereunder, insofar as such
      information is reasonably required by Retrocessionaire. Similarly, from
      and after the Closing Date, Retrocessionaire shall afford to Retrocedant,
      any Post-closing Subsidiary of Retrocedant and their respective
      Representatives reasonable access (including using commercially reasonable
      best efforts to give access to Persons possessing information) during
      normal business hours to Information within Retrocessionaire's possession
      relating to Retrocedant, insofar as such information is reasonably
      required by Retrocedant. Information may be requested under this 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.

                                       11
<Page>

13.2  From and after the Closing Date, Retrocessionaire and Retrocedant or their
      designated representatives may inspect, at the place where such records
      are located, any and all data and information that is specifically
      described in writing within the possession of the other party hereto
      reasonably relating to this Agreement, on reasonable prior notice and
      during normal business hours. The rights of the parties under this 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 representatives to, treat and hold as
      confidential information any information it receives or obtains pursuant
      to this Article 13.

14.   INDEMNIFICATION

14.1  INDEMNIFICATION BY RETROCEDANT

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

14.2  INDEMNIFICATION BY RETROCESSIONAIRE

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

14.3  INDEMNIFICATION PROCEDURES

      (A)  If a party seeking indemnification pursuant to this 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")

                                       12
<Page>

           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.

      (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.

                                       13
<Page>

      (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 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.

                                       14
<Page>

15.   ARBITRATION

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

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

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

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

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

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

15.7  The seat of arbitration shall be London.

15.8  Each party shall bear the expense of its own arbitrator, and shall jointly
      and equally bear with the other the expense of the third arbitrator and of
      the arbitration unless otherwise directed by the arbitrators.

15.9  Arbitration shall not be a condition precedent to any right of action
      hereunder.

15.10 This Article 15 shall survive termination of this Agreement.

16.   INSOLVENCY

16.1  On the occurrence of an Insolvency Event in respect of Retrocedant, this
      reinsurance shall be payable directly to Retrocedant, or to its
      liquidator, receiver, conservator or statutory successor on the basis of
      the liability of Retrocedant without diminution because of the insolvency
      of Retrocedant or because the liquidator, receiver, conservator or
      statutory successor of Retrocedant has failed to pay all or a portion of
      any claim.

16.2  It is agreed, however, that the liquidator, receiver, conservator or
      statutory successor of Retrocedant shall give written notice to the
      Retrocessionaire of the pendency of a

                                       15
<Page>

      claim against Retrocedant indicating the Reinsurance Contract, which claim
      would involve a possible liability on the part of Retrocessionaire within
      a reasonable time after such claim is filed in the conservation or
      liquidation proceeding or in the receivership, and that during the
      pendency of such claim, Retrocessionaire may investigate such claim and
      interpose, at its own expense, in the proceeding where such claim is to be
      adjudicated any defence or defences 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 defence undertaken by Retrocessionaire.

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

16.4  For the purposes of this Article 16, an Insolvency Event shall occur if:

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

           (ii) Retrocedant goes into compulsory or voluntary liquidation;

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

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

17.   OFFSET

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

                                       16
<Page>

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.   SECURITY

19.1  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 with such requirements (if any) as may be
      laid down by the Financial Services Authority.

19.2  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 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
      (100%) 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.

19.3  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.

19.4  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 admissible assets for United Kingdom regulatory
      purposes.

19.5  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

                                       17
<Page>

      terminated or waived or (ii) the reserves so reported by Retrocessionaire
      do not exceed $- million as of two successive calendar year ends.

19.6  Retrocedant shall bear the costs and expenses of the trustee relating to
      the trust.

20.   MISCELLANEOUS PROVISIONS

20.1  SEVERABILITY.

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

20.2  SUCCESSORS AND ASSIGNS.

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

20.3  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 sub-section 20.10, 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 sub-section 20.10(A) above, this
           Agreement may be rescinded or varied in any way and at any time by
           the parties to this Agreement without the consent of any or all of
           the Third Parties.

20.4  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

                                       18
<Page>

      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]

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, 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 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

                                       19
<Page>

      prior discussions and written and oral agreements and constitutes the sole
      and entire agreement between the parties with respect to the subject
      matter hereof.

20.11 GOVERNING LAW

      This Agreement shall be governed by English law.

                                       20
<Page>

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

                                             ST PAUL REINSURANCE COMPANY
                                             LIMITED

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

                                             PLATINUM UNDERWRITERS
                                             REINSURANCE INC.

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

                                       21
<Page>

                                   EXHIBIT A-1

                            LIST OF INCLUDED CLASSES

                                       22
<Page>

<Table>
<Caption>
                LONDON CLASSES                           LONDON CLASSES
<S>         <C>                           <C>    <C>
                                                             NA NT 1999
L06              N. AM MED MAL            L89     [SHOULD THIS BE IN EXHIBIT B1?]

L08          N AM CASUALTY TREATY         L40           N AM MOTOR PRO RATA

L11                N. AM CAT              L41              N AM MOTOR XL

L17            N AM PROPERTY P-R          L43            N AM GL PRO RATA

L18         N AM PROPERTY PER RISK        L44               N AM GL XL

L74               MED MAL PR              L48               N AM PI XL

L91               N. AM CROP              L63            N AM PI PRO RATA

L21            INT'L MARINE P-R           B21           BRUSSELS MARINE PR

L23           INT'L PROPERTY P-R          B23       BRUSSELS INT'L PROPERTY P-R

L24         INT'L PROPERTY PER RISK       B24    BRUSSELS INT'L PROPERTY PER RISK

L25                INT'L CAT              B25           BRUSSELS INT'L CAT

L26             INT'L MOTOR XS            B26           BRUSSES INT'L MOTOR

<Caption>
                        LONDON CLASSES
<S>   <C>
                    BRUSSELS NON TRADITIONAL
B88             [SHOULD THIS BE IN EXHIBIT B1?]

M21                   MUNICH - MARINE PR

M23              MUNICH - INT'L PROPERTY P-R

M24            MUNICH - INT'L PROPERTY PER RISK

M25                   MUNICH - INT'L CAT

M26                  MUNICH - INT'L MOTOR

M27                 MUNICH - INT'L LIAB XS

M32                MUNICH - INT'L MARINE XS

M34            MUNICH INT'L LIABILITY PRO RATA

M55      MUNICH INT'L PROPORTIONAL PERSONAL ACCIDENT

M60   MUNICH INTERNATIONAL MOTOR PRO RATA TREATY (MAPD)

M61    MUNICH INTERNATIONAL ENGINEERING PRO RATA TREATY
</Table>

                                      A-1-1
<Page>

<Table>
<S>   <C>                                <C>  <C>                                       <C>       <C>
L27         INT'L CASUALTY EXCESS        B27         BRUSSELS INT'L LIAB XS             M62       MUNICH INTERNATIONAL ENGINEERING
                                                                                                            EXCESS TREATY

L32            INT'L MARINE XL           B32        BRUSSELS INT'L MARINE XS            LL1        L1 GTR SCALEBACK EUROPE CLASS 1

L33   U.K. PROPERTY PROPORTIONAL TREATY  B34         BRUSSELS INT'L LIAB PR             LL2        L2 GTR SCALEBACK EUROPE CLASS 2

L34          INT'L CASUALTY P-R          B55     BRUSSELS INT'L PERSONAL ACC P-R        LL3        L3 GTR SCALEBACK EUROPE CLASS 3

L79              SATELITE XS             B60  BRUSSELS INT MOTOR PHYSICAL DAMAGE PR     LL5        L5 GTR SCALEBACK EUROPE CLASS 5

L80       INT'L MOTOR LIABILITY PR       B61         BRUSSELS ENGINEERING PR            LF1        F1 GTR SCALEBACK EUROPE CLASS 1
                 INT'L NT 1999

L88    [SHOULD THIS BE IN EXHIBIT B1?]   B62         BRUSSELS ENGINEERING XL            LF2        F2 GTR SCALEBACK EUROPE CLASS 2

                                         B80         BRUSSELS MOTOR PRO RATA            LF3        F3 GTR SCALEBACK EUROPE CLASS 3

                                                                                        LF5        F5 GTR SCALEBACK EUROPE CLASS 5
</Table>

                                      A-1-2
<Page>

                                   EXHIBIT A-2

                            THE REINSURANCE CONTRACTS

                                      A-2-1
<Page>

                                   EXHIBIT B-1

                            LIST OF EXCLUDED CLASSES

The following business is to be excluded from transfer.

<Table>
<Caption>
                             LONDON CLASSES                                         LONDON CLASSES
       <S>                <C>                               <C>       <C>
       L12                     N. AM PROF                   B57             BRUSSELS NON-MARINE FAC EXCESS

       L13                     INTL PROF                    B58              BRUSSELS MARINE FAC PRO RATA

       L14                 NA PROPERTY BINDERS              B59               BRUSSELS MARINE FAC EXCESS

       L98                U.S. RUN-OFF BUSINESS             B67                  BRUSSELS SATTELITE PR

       L20                   LMX/RETRO PROP                 B77       BRUSSELS AVIATION LIABILITY PRO RATA TREATY

       L22                   LMX/RETRO CAS                  B78         BRUSSELS AVIATION HULL PRO RATA TREATY

       L30                    N AM CAS E&S                  B90               BRUSSELS FIN LINES PRO RATA

       L31                  N AM BINDERS CAS                M97              MUNICH INT'L RUN-OFF BUSINESS

       L15                      AVIATION                    LL4
                                                                            L4 GTR SCALEBACK EUROPE CLASS 4
</Table>

                                      B-1-1
<Page>

<Table>
       <S>       <C>                                        <C>             <C>
                                                                            [SHOULD THIS BE IN EXHIBIT A1?]

                                                                            F4 GTR SCALEBACK EUROPE CLASS 4
       L19                    INT'L CREDIT                  LF4             [SHOULD THIS BE IN EXHIBIT A1?]

       L35                FINANCIAL LONG TAIL

       L67                     SATTELITE

       R21                   MARINE RUNOFF

       R22                CASUALTY RETRO RUNOF

       L97                INT PROPERTY RUNOFF

       L98                 NA CASUALTY RUNOFF

       B36       BRUSSELS FINANCIAL LINES SHORT TAIL PR

       B37       BRUSSELS FINANCIAL LINES SHORT TAIL XL

       B56          BRUSSELS NON-MARINE FAC PRO RATA
</Table>

* NEED TO ADD AVIATION PRO RATA

                                      B-1-2
<Page>

                                   EXHIBIT B-2

                             THE EXCLUDED CONTRACTS

                                      B-2-1
<Page>

                                    EXHIBIT C

                           ADJUSTMENT OF LOSS RESERVES

Reserves to be transferred to Retrocessionaire shall include loss and loss
adjustment expense reserves, including incurred but not reported loss and loss
adjustment expense reserves, and ceding commission reserves as of the Effective
Time with respect to the Reinsurance Contracts net of retrocessional
recoverables under the Inuring Retrocessions. "Ceding commission reserves" shall
equal reserves for estimated contingent commissions, profit commissions and
sliding-scale commissions. (1)

----------
(1) To be confirmed by St. Paul.

                                       C-1
<Page>

                                    EXHIBIT D

                              INURING RETROCESSIONS

            [To be provided by St. Paul Reinsurance Company Limited]

                                       F-1
<Page>

                                    EXHIBIT E

                            ALLOCATION OF RECOVERIES

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

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

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

                                       G-1
<Page>

                                    EXHIBIT F

                      ALLOCATION OF RETROCESSIONAL PREMIUMS

1.    Ceded premium will be allocated to cedant and underwriting year in
      proportion to the earned subject premium. Ceding commission will be
      allocated in the same manner.

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

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

3.    The $10 million of premium payable for 2002 under the Workers Compensation
      $50 million excess of $75 million Payback Retrocession Contract will be
      split $1 million for Platinum and $9 million for St. Paul. Such contract
      has a feature that states that for certain unfavorable experience on the
      Whole Account Stop Loss Cover the premium on this cover could reduce by as
      much as $9 million. In this event the reduction in ceded premium would
      benefit the St. Paul exclusively. The Platinum share would remain at $1
      million.

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

                                       H-1
<Page>

                                    EXHIBIT G

                              ALLOCATION OF LIMITS

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

                                       I-1
<Page>

                                    EXHIBIT H

                          FORM OF RETROCEDANT'S REPORT

                          [TBD]

                                       J-1
<Page>

                                    EXHIBIT I

                      ALLOCATION OF ADMINISTRATIVE EXPENSES

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

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