<Page>

                                                                   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

<Page>

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

2.    TERM

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

<Page>

                                        2

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.

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 the
          Retrocedant as of June 30, 2002, of the aggregate of all loss and loss
          adjustment expense and ceding commission reserves relating to the
          Reinsurance Contracts with respect to the Section A (Retrospective)
          Coverage Period under this Agreement, 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 [December 31, 2001] as filed with the
          Financial Services Authority and as submitted to The St. Paul, and
          subject to the adjustments as set forth on Exhibit B hereto (the "LOSS
          RESERVE ADJUSTMENTS"), as applicable.

      (B) As soon as reasonably practicable, but in no event later than [75]
          days following the Effective Date, Retrocedant shall prepare and
          deliver to Retrocessionaire an accounting, including the calculation
          of all Loss Reserve Adjustments as provided for herein (the "PROPOSED
          LOSS RESERVE ACCOUNTING") of all loss and loss adjustment expense
          reserves and ceding commission reserves relating to the Reinsurance
          Contracts with respect to the Section A (Retrospective) Coverage
          Period under this Agreement, as of the Effective Date, determined in
          accordance with statutory accounting principles on

<Page>

                                        3

          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 [December 31, 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 of 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 under this
          Agreement, 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 [December 31, 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, 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 [75]
          days following the Effective Date, Retrocedant shall prepare and
          deliver to Retrocessionaire an accounting (the "PROPOSED PREMIUM
          RESERVE ACCOUNTING", together with the Proposed Loss Reserve
          Accounting, the "PROPOSED ACCOUNTING") of all unearned premium
          reserves relating to the Reinsurance Contracts for the Section B
          (Prospective) Coverage Period under this Agreement, 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

<Page>

                                        4

          annual statutory financial statement as of [December 31, 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 all
          such amounts shall be retained by or payable to Retrocedant.

4.3   DISPUTE RESOLUTION.

      (A) After receipt of the Proposed Accounting, together with the work
          papers used in preparation thereof, Retrocessionaire shall have 30
          days (the "REVIEW PERIOD") to review such Proposed Accounting. Unless
          Retrocessionaire delivers written notice to Retrocedant on or prior to
          the 30th day of the Review Period stating that it has material
          objections thereto, Retrocessionaire shall be deemed to have accepted
          and agreed to the Proposed Accounting. Retrocessionaire shall not
          object to any method, principle, practice or policy employed in the
          preparation of the Proposed Accounting if such method, principle,
          practice or

<Page>

                                        5

          policy is consistent in all material respects with that employed in
          the preparation and presentation of Retrocedant's annual statutory
          financial statement as of [December 31, 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. One
          arbiter (each arbiter, an "ARBITER") shall be chosen by Retrocedant,
          the other by Retrocessionaire, and an umpire (the "UMPIRE") shall be
          chosen by the two Arbiters before they enter upon arbitration. In the
          event that either party should fail to choose an Arbiter within 30
          days following a written request by the other party to do so, the
          requesting party may choose two Arbiters, but only after providing 10
          days' written notice of its intention to do so and only if such other
          party has failed to appoint an Arbiter within such 10 day period. The
          two Arbiters shall in turn choose an Umpire who shall act as the
          umpire and preside over the hearing. If the two Arbiters fail to agree
          upon the selection of an Umpire within 30 days after notification of
          the appointment of the second Arbiter, the selection of the Umpire
          shall be made by the American Arbitration Association. All Arbiters
          and Umpires shall be active or retired disinterested property/casualty
          actuaries of insurance or reinsurance companies or Lloyd's of London
          Underwriters.

      (C) Each party shall present its case to the Arbiters within 30 days
          following the date of appointment of the Umpire, unless the parties
          mutually agree to an extension of time. The decision of the Arbiters
          shall be final and binding on both parties; but failing to agree, they
          shall call in the Umpire and the decision of the majority shall be
          final and binding upon both parties. Judgment upon the final decision
          of the Arbiters may be entered in any court of competent jurisdiction.

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

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

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

      (G) Once the Proposed Accounting has been finalised in accordance with the
          above process, the Final Section A Premium and the Final Section B
          Premium amounts shall be as set forth in the Proposed Accounting, as
          determined by the

<Page>

                                        6

          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

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

7.    INURING RETROCESSIONS

7.1   ALLOCATION TO RETROCESSIONAIRE

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

7.2   TRANSFER

      Retrocedant and Retrocessionaire shall use their respective commercially
      reasonable efforts to obtain the consent of Third Party Retrocessionaires
      under the Inuring Retrocessions to include Retrocessionaire as a direct
      reinsured with respect to the Reinsurance Contracts or, in the
      alternative, to make all payments, directly to the Retrocessionaire, to
      the extent allocable to the Reinsurance Contracts, in the manner set forth
      in Exhibit D hereto, and to seek all payments, to the extent allocable to
      the

<Page>

                                        7

      Reinsurance Contracts, in the manner set forth in Exhibit E hereto,
      directly from Retrocessionaire, it being understood that Retrocessionaire
      shall bear all risk of non-payment or non-collectibility under the Inuring
      Retrocessions.

7.3   INURING RETROCESSIONS CLAIMS

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

      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 the Retrocessionaire in the
      manner set forth in Exhibit E and to indemnify Retrocedant for all such
      premiums paid directly by Retrocedant, net of any ceding commissions and
      similar amounts paid by Third Party Retrocessionaires to Retrocedant.

<Page>

                                        8

7.6   CANCELLATION AND COMMUTATION OF INURING RETROCESSIONS

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

      (B) With respect to any Inuring Retrocessions providing coverage for both
          Reinsurance Contracts and to business not being transferred, neither
          party shall take any action or fail to take any action that would
          reasonably result in the termination or commutation of any Inuring
          Retrocession, without the prior 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

<Page>

                                        9

      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  ADMINISTRATION

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

      (B) Notwithstanding the foregoing, Retrocessionaire may, at its discretion
          and at its own expense, assume the 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. 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.

<Page>

                                       10

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 I. The monthly statement of
      account shall also provide a breakdown of any amounts due to the
      Retrocedant or Retrocessionaire, as the case may be, as reimbursement for
      paid claims, premiums or other amounts due pursuant to the terms of this
      Agreement.

11.2  REMITTANCES

      Within five Business Days after delivery of each monthly report pursuant
      to Section 11.1, Retrocedant and Retrocessionaire shall settle all amounts
      then due under this Agreement for that month.

<Page>

                                       11

11.3  LATE PAYMENTS

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

11.4  COST REIMBURSEMENT

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

12.   MAINTENANCE OF LICENSES

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

13.   ACCESS TO RECORDS

      From and after the Closing Date, Retrocedant shall afford to
      Retrocessionaire and its respective 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.

      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

<Page>

                                       12

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

14.   INDEMNIFICATION

14.1  INDEMNIFICATION BY RETROCEDANT

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

14.2  INDEMNIFICATION BY RETROCESSIONAIRE

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

14.3  INDEMNIFICATION PROCEDURES

      (A) If a party seeking indemnification pursuant to this Article 14 (each,
          an "INDEMNITEE") receives notice or otherwise learns of the assertion
          by a Person (including, without limitation, any governmental entity)
          who is not a party to this Agreement or an Affiliate thereof, of any
          claim or of the commencement by any such Person of any Action (a
          "THIRD PARTY CLAIM") with respect to which the

<Page>

                                       13

          party from whom indemnification is sought (each, an "INDEMNIFYING
          PARTY") may be obligated to provide indemnification pursuant to this
          Section 14.1 or 14.2, such Indemnitee shall give such Indemnifying
          Party written notice thereof promptly after becoming aware of such
          Third Party Claim; PROVIDED that the failure of any Indemnitee to give
          notice as provided in this Section 14.3 shall not relieve the
          Indemnifying Party of its obligations under this Article 14, except to
          the extent that such Indemnifying Party is prejudiced by such failure
          to give notice. Such notice shall describe the Third Party Claim in as
          much detail as is reasonably possible and, if ascertainable, shall
          indicate the amount (estimated if necessary) of the Loss that has been
          or may be sustained by such Indemnitee.

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

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

<Page>

                                       14

      (D) If an Indemnifying Party chooses to defend or to seek to compromise or
          settle any Third Party Claim, the Indemnitee shall make available at
          reasonable times to such Indemnifying Party any personnel or any
          books, records or other documents within its control or which it
          otherwise has the ability to make available that are necessary or
          appropriate for such defense, settlement or compromise, and shall
          otherwise cooperate in a reasonable manner in the defense, settlement
          or compromise of such Third Party Claim.

      (E) Notwithstanding anything in this Article 14 to the contrary, neither
          an Indemnifying Party nor an Indemnitee may settle or compromise any
          claim over the objection of the other; PROVIDED that consent to
          settlement or compromise shall not be unreasonably withheld or
          delayed. If an Indemnifying Party notifies the Indemnitee in writing
          of such Indemnifying Party's desire to settle or compromise a Third
          Party Claim on the basis set forth in such notice (provided that such
          settlement or compromise includes as an unconditional term thereof the
          giving by the claimant or plaintiff of a written release of the
          Indemnitee from all liability in respect thereof) and the Indemnitee
          shall notify the Indemnifying Party in writing that such Indemnitee
          declines to accept any such settlement or compromise, such Indemnitee
          may continue to contest such Third Party Claim, free of any
          participation by such Indemnifying Party, at such Indemnitee's sole
          expense. In such event, the obligation of such Indemnifying Party to
          such Indemnitee with respect to such Third Party Claim shall be equal
          to (i) the costs and expenses of such Indemnitee prior to the date
          such Indemnifying Party notifies such Indemnitee of the offer to
          settle or compromise (to the extent such costs and expenses are
          otherwise indemnifiable hereunder) PLUS (ii) the lesser of (A) the
          amount of any offer of settlement or compromise which such Indemnitee
          declined to accept and (B) the actual out-of-pocket amount such
          Indemnitee is obligated to pay subsequent to such date as a result of
          such Indemnitee's continuing to pursue such Third Party Claim.

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

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

<Page>

                                       15

14.4  SURVIVAL

      This Article 14 shall survive termination of this Agreement.

<Page>

                                       16

15.   ARBITRATION

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

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

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

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

15.5  Where a party fails to appoint an arbitrator within 14 days of being
      called upon to do so or where the two party-appointed arbitrators fail to
      appoint a third within 28 days of their appointment, then upon application
      ARIAS (UK) will appoint an arbitrator to fill the vacancy. At any time
      prior to 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  If any matter in difference between the parties is related to a matter of
      difference in the United States of America, such matter will be subject to
      the arbitration procedure set out in Article 14 of the 100 per cent. Quota
      Share Retrocession Agreement [of even date] between St. Paul Fire and
      Marine Insurance Company and Platinum Underwriters Reinsurance, Inc.,
      provided that the panel of arbitrators shall apply English law in respect
      of those aspects of the matter which relate to the United Kingdom.

15.9  This Article 15 shall survive termination of this Agreement.

16.   INSOLVENCY

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

<Page>

                                       17

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 affecting Retrocedant, and (ii) where Retrocessionaire,
      with the consent of the reinsured or reinsureds under the Reinsurance
      Contracts, has assumed such Reinsurance Contract obligations of
      Retrocedant as direct obligations of Retrocessionaire to the payees under
      such Reinsurance Contracts and in substitution for the obligations of the
      Retrocedant to such payees.

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

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

          (ii) Retrocedant goes into compulsory or voluntary liquidation;

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

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

17.   OFFSET

      Retrocedant and Retrocessionaire shall have the right to offset any
      balance or amounts due form one party to the other under the terms of this
      Agreement. The party asserting

<Page>

                                       18

      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.   CREDIT FOR REINSURANCE; SECURITY

19.1  CREDIT FOR REINSURANCE

      Retrocessionaire shall take all actions reasonably necessary, if any, to
      permit Retrocedant to obtain full financial statement credit in all
      applicable jurisdictions for all liabilities assumed by the
      Retrocessionaire pursuant to this Agreement, including but not limited to
      loss and loss adjustment expense reserves, unearned premium reserves,
      reserves for incurred but not reported losses, allocated loss adjustment
      expenses and ceding commissions, and to provide the security required for
      such purpose, in a form acceptable to Retrocedant. Any reserves required
      by the foregoing in no event shall be less than the amounts required under
      the law of the jurisdiction having regulatory authority with respect to
      the establishment of reserves relating to the relevant Reinsurance
      Contracts. For purposes of this Article 19, such "actions reasonably
      necessary" may include, without limitation, the furnishing of a letter of
      credit or the establishment of a custodial or trust account, as permitted
      under applicable law, to secure the payment of the amounts due the
      Retrocedant under this Agreement.

19.2  EXPENSES

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

19.3  SECURITY

      (A) Retrocessionaire shall establish a trust fund for the benefit of
          Retrocedant as security for the obligations of Retrocessionaire under
          this Agreement. The trust fund shall be in a form reasonably
          satisfactory to Retrocedant and shall comply in all material respects
          with the requirements under Maryland Insurance Law applicable to trust
          funds established for credit for reinsurance purposes.

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

<Page>

                                       19

          shall calculate the balance of the trust fund and the aggregate loss,
          loss adjustment expense reserves, unearned premium reserves, ceding
          commission and other reserves related to the Reinsurance Contracts as
          reported in the statutory financial statements filed by
          Retrocessionaire with the Maryland Insurance Commission for such
          quarter and shall provide such calculation to Retrocedant within five
          days of the filing of such statutory financial statements with the
          Maryland Insurance Commission. If the balance of the trust fund is
          less than the aggregate of the related reserves, Retrocessionaire
          promptly shall deposit sufficient qualifying assets to cause the
          balance of the trust fund to equal at least one hundred percent of
          such aggregate reserves.

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

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

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

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

20.   MISCELLANEOUS PROVISIONS

20.1  SEVERABILITY

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

20.2  SUCCESSORS AND ASSIGNS

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

<Page>

                                       20

20.3  NO THIRD PARTY BENEFICIARIES

      Except as otherwise specifically provided for in Article 14 of this
      Agreement, nothing in this Agreement is intended or shall be construed to
      give any Person, other than the parties hereto, their successors and
      permitted assigns, any legal or equitable right, remedy or claim under or
      in respect of this Agreement or any provision contained herein, and
      Retrocessionaire shall not be directly liable hereunder to any reinsured
      under any Reinsurance Contract.

20.4  EQUITABLE RELIEF

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

20.5  EXECUTION IN COUNTERPARTS

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

20.6  NOTICES

      All notices, requests, claims, demands and other communications hereunder
      shall be in writing and shall be deemed to have been duly given if
      delivered by hand (with receipt confirmed), or by facsimile (with
      transmission confirmed), or by certified mail, postage prepaid and return
      receipt requested, addressed as follows (or to such other address as a
      party may designate by written notice to the others) and shall be deemed
      given on the date on which such notice is received:

      If to Retrocedant:

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

      If to Retrocessionaire:

      [             ]
      Facsimile: [No.     ]

<Page>

                                       21

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

20.10 THIRD PARTY RIGHTS

      (A) Article 14 confers a benefit on the officers, directors and employees
          of Retrocedant and of Retrocessionaire (the "Third Parties") and,
          subject to the remaining provisions of this sub-section 20.10, is
          intended to be enforceable by the Third Parties by virtue of the
          Contracts (Rights of Third Parties) Act 1999.

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

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

20.11 AMENDMENTS; ENTIRE AGREEMENT

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

<Page>

                                       22

20.12 GOVERNING LAW

      This Agreement shall be governed by English law.

      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: