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                                                                   EXHIBIT 10.32

                 FORM OF 100% QUOTA SHARE RETROCESSION AGREEMENT
                             (NON-TRADITIONAL - B-1)

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

      (i)  are listed in Exhibit A hereto; or

      (ii) are new or renewal reinsurance or retrocession contracts [of the kind
           listed in Exhibit A hereto] entered into by Retrocedant pursuant to
           Clause 4.2 of Part B or (to the extent provided therein) Clause 10 of
           Part C of the UK Underwriting Agency and Underwriting Management
           Agreement (the "AGENCY AGREEMENT") between Retrocedant and Platinum
           Re (UK) Limited of even date herewith,

      (together, the "REINSURANCE CONTRACTS"), provided that (for the avoidance
      of doubt and save as provided in Clause 10 of Part C of the Agency
      Agreement) 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.

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2.    TERM

      This Agreement shall be continuous as to the Reinsurance Contracts. Except
      as mutually agreed in writing by Retrocedant and 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 liabilities under any of the Reinsurance Contracts
      referred to in sub-paragraph (i) of Clause 1.

3.3   Coverage Limits

      Coverage under this Agreement for a specific Reinsurance Contract shall be
      subject to the aggregate limit specified in the Reinsurance Contract
      reduced by all payments made by either Retrocedant or Retrocessionaire
      pursuant to such Reinsurance Contract.

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
           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 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 B 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

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           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 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.

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 (Prospective) 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 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 1/2 LINES IN A SEPARATE CLAUSE,
           SINCE IT DOES NOT RELATE TO THE CALCULATION AS AT 30TH JUNE, 2002?],
           provided, however, that all premiums written arising in respect of a
           Loss Occurrence (as such term is defined in the Reinsurance
           Contract), including reinstatement premiums, loss share premiums and
           penalty premiums [other], shall be for the account of Retrocedant.

      (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 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

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           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, all
           as of the Effective Date (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 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 annual
           statutory 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

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           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.

      (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 Closing 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 Closing
           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 Closing Date, Retrocessionaire
           shall promptly repay for 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 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

      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 C
      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

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      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.]

      [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
           D 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 St. Paul Re's customary practices and procedures.
           Retrocessionaire shall have the right to associate with Retrocedant,
           at Retrocessionaire's own expense, in any actions brought by
           Retrocedant to make such collections.

      (B)  In the event claims of Retrocedant and Retrocessionaire aggregate in
           excess of the applicable limit under an Inuring Retrocession, all
           limits applicable to either Retrocedant or Retrocessionaire shall be
           allocated between Retrocedant and Retrocessionaire in the manner set
           forth in Exhibit 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

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

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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 G hereto. The monthly
      statement of account shall also provide a breakdown of any amounts due to
      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 11.1, Retrocedant and Retrocessionaire shall settle all amounts
      then due under this Agreement for that month.

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

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      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.

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.

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

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      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.

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") 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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      (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 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

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           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

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.

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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 the 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
      Retrocessionaire of the pendency of a claim against Retrocedant indicating
      the Reinsurance Contract, which claim would involve a possible liability
      on the part of Retrocessionaire within a reasonable time after such claim
      is filed in the conservation or liquidation proceeding or in the
      receivership, and that during the pendency of such claim, Retrocessionaire
      may investigate such claim and interpose, at its own expense, in the
      proceeding where such claim is to be adjudicated any defense or defenses
      that it may deem available to Retrocedant or its liquidator, receiver,
      conservator or statutory successor. The expense thus incurred by
      Retrocessionaire shall be chargeable, subject to the approval of the
      court, against Retrocedant as part of the expense of conservation or
      liquidation to the extent of a pro rata share of the benefit which may
      accrue to Retrocedant solely as a result of the defense undertaken by
      Retrocessionaire.

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

<Page>

      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 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.

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

<Page>

      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 terminated or waived or (ii) the reserves so reported
      by Retrocessionaire do not exceed $- 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

<Page>

      (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.

      (B)  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

      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.   ]

<Page>

      Attention: Secretary

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 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.

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      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: