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                                                                   Exhibit 10.31

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


                                 BY AND BETWEEN


                      ST. PAUL REINSURANCE COMPANY LIMITED


                                  (RETROCEDANT)


                                       and


                     PLATINUM UNDERWRITERS REINSURANCE INC.

                               (RETROCESSIONAIRE)


                            DATED AS OF________, 2002

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THIS QUOTA SHARE RETROCESSION Agreement (this "AGREEMENT"), effective as of
12:01 a.m. London time on the later of the Business Day (such term and all other
capitalized terms used but not defined herein shall have the meanings ascribed
to such terms in the Formation and Separation Agreement, as defined below)
following the Closing or July 1, 2002 (the "EFFECTIVE TIME", and such date the
"EFFECTIVE DATE"), is made by and between ST. PAUL REINSURANCE COMPANY LIMITED,
a United Kingdom domiciled insurance company ("RETROCEDANT"), and PLATINUM
UNDERWRITERS REINSURANCE INC. (formerly known as USF&G Family Insurance
Company), a Maryland domiciled stock insurance company ("RETROCESSIONAIRE").

WHEREAS, pursuant to a Formation and Separation Agreement dated as of [  ], 2002
(the "FORMATION AND SEPARATION AGREEMENT") between Platinum Underwriters
Holdings, Ltd. ("PLATINUM HOLDINGS"), the ultimate parent of Retrocessionaire
and The St. Paul Companies, Inc. ("THE ST. PAUL"), the ultimate parent of
Retrocedant, The St. Paul agreed to cause its insurance subsidiaries to cede
specified liabilities under certain reinsurance contracts of The St. Paul's
insurance subsidiaries; and Platinum Holdings agreed to cause its insurance
subsidiaries to reinsure such liabilities;

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

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

1.     BUSINESS COVERED

       Retrocedant hereby obligates itself to retrocede to 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

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       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.

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 and including the commutation,
       expiration or final settlement of all liabilities under any of the
       Reinsurance Contracts referred to in sub-paragraph (i) of Clause 1
       ("SECTION B COVERAGE").

4.     PREMIUMS AND ADDITIONAL CONSIDERATION

4.1    SECTION A (RETROSPECTIVE) COVERAGE PERIOD - PREMIUM

       (A)     On the Effective Date, in respect of the Section A
               (Retrospective) Coverage Period, Retrocedant shall pay to the
               account of Retrocessionaire an amount (the "INITIAL SECTION A
               PREMIUM") equal to one hundred percent (100%) of the carrying
               value on the books of 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

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               ACCOUNTING") of all loss and loss adjustment expense reserves and
               ceding commission reserves relating to the Reinsurance Contracts
               with respect to the Section A (Retrospective) Coverage Period, as
               of the Effective Date, determined in accordance with statutory
               accounting principles on a basis consistent in all material
               respects with the methods, principles, practices and policies
               employed in the preparation and presentation of Retrocedant's
               annual statutory financial statement as of 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?]

       (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,

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               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 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

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               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.

       (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 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.

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

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

7.4    INITIAL CONSIDERATION

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

7.5    ADDITIONAL CONSIDERATION

       Retrocessionaire agrees to pay [directly to Third Party
       Retrocessionaires] under the Inuring Retrocessions all future premiums
       Retrocedant is obligated to pay pursuant to the terms of the Inuring
       Retrocessions to the extent that such premiums are allocable to
       Retrocessionaire [in the manner set forth in Exhibit E] [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    (A)     Retrocessionaire shall be liable for one hundred percent (100%)
               of all future loss, loss adjustment expenses, incurred but not
               reported losses and other payment obligations that arise under
               the Reinsurance Contracts on and after January 1, 2002 and are
               payable as of or after the Effective Time and shall reimburse
               Retrocedant for any losses, loss adjustment expenses and other
               payment obligations paid by Retrocedant following the Effective
               Time in respect of the Reinsurance Contracts, net of any
               recoveries received by Retrocedant with respect thereto,
               including recoveries under Inuring Retrocessions.
               Retrocessionaire shall have the right to all salvage and
               subrogation on the account of claims and settlements with respect
               to the Reinsurance Contracts.

       (B)     In the event of a claim under a Reinsurance Contract, the
               Retrocedant will assess the validity of the claim and make a
               determination as to payment, consistent with the claims handling
               guidelines previously provided to

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               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.

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   (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.

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       (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.

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).

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                                       11

11.    REPORTS AND REMITTANCES

11.1   REPORT FROM RETROCEDANT

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

11.2   REMITTANCES

       Within five Business Days after delivery of each monthly report pursuant
       to Section 11.01, Retrocedant and Retrocessionaire shall settle all
       amounts then due under this Agreement for that month.

11.3   LATE PAYMENTS

       Should any payment due 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 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.

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                                       12

13.    ACCESS TO RECORDS

13.1   From and after the Closing Date, Retrocedant shall afford to
       Retrocessionaire and its respective authorised accountants, counsel and
       other designated representatives (collectively, "Representatives")
       reasonable access (including using commercially reasonable best efforts
       to give access to Persons possessing information) during normal business
       hours to all data and information that is specifically described in
       writing (collectively, "Information") within the possession of
       Retrocedant relating to the liabilities transferred hereunder, insofar as
       such information is reasonably required by Retrocessionaire. Similarly,
       from and after the Closing Date, Retrocessionaire shall afford to
       Retrocedant, any Post-closing Subsidiary of Retrocedant and their
       respective Representatives reasonable access (including using
       commercially reasonable best efforts to give access to Persons possessing
       information) during normal business hours to Information within
       Retrocessionaire's possession relating to Retrocedant, insofar as such
       information is reasonably required by Retrocedant. Information may be
       requested under this Article 13 for, without limitation, audit,
       accounting, claims, litigation (other than any claims or litigation
       between the parties hereto) and tax purposes, as well as for purposes of
       fulfilling disclosure and reporting obligations and for performing this
       Agreement and the transactions contemplated hereby.

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 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

<Page>

                                       13

       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.

       (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

<Page>

                                       14

               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 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

<Page>

                                       15

               are otherwise indemnifiable hereunder) PLUS (ii) the lesser of
               (A) the amount of any offer of settlement or compromise which
               such Indemnitee declined to accept and (B) the actual
               out-of-pocket amount such Indemnitee is obligated to pay
               subsequent to such date as a result of such Indemnitee's
               continuing to pursue such Third Party Claim.

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

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

14.4   SURVIVAL

       This Article 14 shall survive termination of this Agreement.

15.    ARBITRATION

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

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

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

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

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

<Page>

                                       16

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

       (G)     The seat of arbitration shall be London.

       (H)     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.

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

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

16.    INSOLVENCY

       (A)     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.

       (B)     It is agreed, however, that the liquidator, receiver, conservator
               or statutory successor of Retrocedant shall give written notice
               to Retrocessionaire of the pendency of a claim against
               Retrocedant indicating the Reinsurance Contract, which claim
               would involve a possible liability on the part of
               Retrocessionaire within a reasonable time after such claim is
               filed in the conservation or liquidation proceeding or in the
               receivership, and that during 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.

       (C)     As to all reinsurance made, ceded, renewed or otherwise becoming
               effective under this Agreement, the reinsurance shall be payable
               as set forth above by Retrocessionaire to Retrocedant or to its
               liquidator, receiver, conservator or statutory successor, except
               (1) where the Reinsurance Contracts specifically provide another
               payee on the occurrence of an Insolvency Event in respect of
               Retrocedant, and (2) where Retrocessionaire, with the consent of
               the reinsured or reinsureds under the Reinsurance Contracts, has
               assumed such Reinsurance Contract obligations of Retrocedant as
               direct obligations of

<Page>

                                       17

               Retrocessionaire to the payees under such Reinsurance Contracts
               and in substitution for the obligations of Retrocedant to such
               payees.

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

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

               (ii)   Retrocedant goes into compulsory or voluntary liquidation;

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

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

17.    OFFSET

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

<Page>

                                       18

       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 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.

<Page>

                                       19

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
               clause, is intended to be enforceable by the Third Parties by
               virtue of the Contracts (Rights of Third Parties) Act 1999.

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

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

20.4   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]

<Page>

                                       20

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

20.10  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.

<Page>

                                       21

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:

<Page>

                                    EXHIBIT A

                              REINSURANCE CONTRACTS

<Page>

                                    EXHIBIT B

                           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.

<Page>

                                    EXHIBIT C

                              INURING RETROCESSIONS

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

<Page>

                                    EXHIBIT D

                            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.

<Page>

                                    EXHIBIT E

                      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.

<Page>

                                    EXHIBIT F

                              ALLOCATION OF LIMITS

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

<Page>

                                    EXHIBIT G

                          FORM OF RETROCEDANT'S REPORT


[TBD]

<Page>

                                    EXHIBIT H

                      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 to 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 services 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.