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                                                                    EXHIBIT 10.9

                                 DATED   -   , 2002


                      ST. PAUL REINSURANCE COMPANY LIMITED


                                       AND


                            PLATINUM RE (UK) LIMITED



                    ----------------------------------------
                      FORM OF UK RUN-OFF SERVICES AGREEMENT
                    ----------------------------------------


                                SLAUGHTER AND MAY
                                 ONE BUNHILL ROW
                                     LONDON
                                    EC1Y 8YY

                                   (GWJ/GHXC)

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                                    CONTENTS

<Table>
<Caption>
                                                                            PAGE
<S>    <C>                                                                    <C>
1.     Interpretation                                                          4

2.     Effective Date                                                          6

3.     UK Run-off Services                                                     6

4.     Audit Rights                                                            9

5.     Billing and Taxes                                                       9

6.     Confidentiality                                                        10

7.     Indemnification                                                        10

8.     Force Majeure                                                          11

9.     Data Protection and Business Information                               11

10.    Term and Termination                                                   12

11.    Arbitration                                                            12

12.    Miscellaneous                                                          13

13.    Notices                                                                14

14.    Governing Law and Jurisdiction                                         15

15.    Counterparts                                                           15

Schedule UK Run-off Services
</Table>

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THIS AGREEMENT is made on  -, 2002

BETWEEN:

(1)    ST. PAUL REINSURANCE COMPANY LIMITED (registered number 01460363) of The
       St. Paul House, 27 Camperdown Street, London E1 8DS ("ST. PAUL RE UK");
       and

(2)    PLATINUM RE (UK) LIMITED (registered number 4413755) of The St. Paul
       House, 27 Camperdown Street, London E1 8DS ("PLATINUM RE UK"),

(each a "PARTY" and together the "PARTIES").

WHEREAS:

A.     The St. Paul Companies, Inc. ("INC.") and Platinum Underwriters Holdings,
       Ltd. ("PLATINUM HOLDINGS") entered into a Formation and Separation
       Agreement dated - June, 2002 (as such agreement may be amended from time
       to time) (the "FORMATION AGREEMENT") setting forth certain terms
       governing Inc.'s sponsorship of the organisation of Platinum Holdings and
       its subsidiaries, actions to be taken in respect of Platinum Holdings'
       initial public offering (the "PUBLIC OFFERING") of its common shares and
       the ongoing relationships between Inc. and its subsidiaries and Platinum
       Holdings and its subsidiaries after the effective date of the Public
       Offering (the "CLOSING DATE").

B.     Pursuant to the Formation Agreement, Inc. and Platinum Holdings agreed to
       procure (inter alia) that St. Paul Re UK and Platinum Re UK would enter
       into an agreement (the "BUSINESS TRANSFER AGREEMENT") under which St.
       Paul Re UK would transfer certain of the assets associated with its
       reinsurance activities to Platinum Re UK.

C.     Pursuant to the Formation Agreement, Inc. and Platinum Holdings further
       agreed to procure that St. Paul Re UK and Platinum Re UK would enter into
       an agreement (the "UK RUN-OFF SERVICES AGREEMENT") relating to the
       provision by Platinum Re UK to St. Paul Re UK for a specified period of
       time after the Closing Date of certain services for, inter alia, the
       administration of the run-off of (i) the reinsurance contracts which have
       been written by St. Paul Re UK as reinsurer and which have not been
       reinsured by Platinum Re UK or US F&G Family Insurance Company; and (ii)
       the surplus lines insurance contracts which have been written by St. Paul
       Re UK as primary insurer, (together, the "UK RUN-OFF CONTRACTS").

D.     The respective businesses of St. Paul Re UK and Platinum Re UK are
       regulated activities and the Parties have agreed that the provision of
       services hereunder shall be conducted in a manner that is consistent with
       the regulatory requirements to which the Parties are respectively
       subject.

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WHEREBY IT IS AGREED as follows:

1.     INTERPRETATION

1.1    In this agreement (including the recitals and the Schedules):

        "ARIAS (UK)"                          has the meaning attributed to it
                                              in sub-clause 11.3;

        "BUSINESS TRANSFER AGREEMENT"         has the meaning attributed to it
                                              in Recital B;

        "CLOSING DATE"                        has the meaning attributed to it
                                              in Recital A;

        "EVENTS OF FORCE MAJEURE"             has the meaning attributed to it
                                              in sub-clause 8.2;

        "FORMATION AGREEMENT"                 has the meaning attributed to it
                                              in Recital A;

        "INC."                                has the meaning attributed to it
                                              in Recital A;

        "LOSSES"                              means any and all losses,
                                              liabilities, claims, damages,
                                              obligations, payments, costs and
                                              expenses, matured or unmatured,
                                              absolute or contingent, accrued or
                                              unaccrued, liquidated or
                                              unliquidated, known or unknown
                                              (including, without limitation,
                                              the costs and expenses of any
                                              Proceedings, threatened
                                              Proceedings, demand, assessment,
                                              judgment, settlement and
                                              compromise relating thereto and
                                              legal fees and any and all
                                              expenses whatsoever reasonably
                                              incurred in investigating,
                                              preparing or defending against any
                                              such Proceedings or threatened
                                              Proceedings);

        "PLATINUM HOLDINGS"                   has the meaning attributed to it
                                              in Recital A;

        "PLATINUM UK INDEMNITEES"             has the meaning attributed to it
                                              in sub-clause 7.1;

        "PROCEEDINGS"                         means any proceeding, suit,
                                              action, claim, arbitration,
                                              subpoena, discovery, request,
                                              inquiry or investigation by or
                                              before any court, any governmental
                                              or other regulatory or
                                              administrative agency or
                                              commission or any arbitral
                                              tribunal arising out of or in
                                              connection with this agreement;

        "PUBLIC OFFERING"                     has the meaning attributed to it
                                              in Recital A;

        "ST. PAUL CONFIDENTIAL INFORMATION"   has the meaning attributed to it
                                              in sub-clause 6.1;

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        "UK RUN-OFF CONTRACTS"                has the meaning attributed to it
                                              in Recital C;

        "UK RUN-OFF SERVICES"                 has the meaning attributed to it
                                              in sub-clause 3.1;

        "UK RUN-OFF SERVICES AGREEMENT"       means this agreement; and

        "UK RUN-OFF SERVICES END DATE"        has the meaning attributed to it
                                              in sub-clause 3.5.

1.2    In this agreement, unless otherwise specified:

       (A)  references to clauses, sub-clauses and the Schedules are to clauses
            and sub-clauses of, and the Schedules to, this agreement;

       (B)  headings to clauses and the Schedules are for convenience only and
            do not affect the interpretation of this agreement;

       (C)  the Schedules form part of this agreement and shall have the same
            force and effect as if expressly set out in the body of this
            agreement and any reference to this agreement shall include the
            Schedules;

       (D)  references to an "AFFILIATE" shall be construed so as to mean a
            person that directly, or indirectly through one or more
            intermediaries, controls, is controlled by, or is under common
            control with, the person specified, where "CONTROL" means the
            possession, directly or indirectly, of the power to direct or cause
            the direction of the management policies of a person, whether
            through the ownership of voting securities, by contract, as trustee
            or executor, or otherwise;

       (E)  references to a "COMPANY" shall be construed so as to include any
            company, corporation or other body corporate, wherever and however
            incorporated or established;

       (F)  references to a "PERSON" shall be construed so as to include any
            individual, firm, company, trust, governmental, state or agency of a
            state or any joint venture, association, partnership or other
            entity, whether acting in an individual, fiduciary or other capacity
            (whether or not having separate legal personality);

       (G)  the expressions "BODY CORPORATE" and "SUBSIDIARY" shall have the
            meanings given in the Companies Act 1985, the Companies
            Consolidation (Consequential Provisions) Act 1985, the Companies Act
            1989 and Part V of the Criminal Justice Act 1993;

       (H)  a reference to a statute or statutory provision shall include a
            reference:

            (i)   to that statute or provision as from time to time
                  consolidated, modified, re-enacted or replaced by any statute
                  or statutory provision; and

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            (ii)  to any subordinate legislation made under the relevant
                  statute;

       (I)  references to any English legal term for any action, remedy, method
            of judicial proceeding, legal document, legal status, court,
            official or any legal concept or thing shall in respect of any
            jurisdiction other than England be deemed to include terms which
            most nearly approximate in that jurisdiction to the English legal
            term;

       (J)  references to writing shall include any modes of reproducing words
            in a legible and non-transitory form;

       (K)  references to the "REGULATOR" in relation to either Party means the
            Financial Services Authority or any successor thereto; and

       (L)  references to the singular shall, where the context so admits,
            include a reference to the plural and vice versa.

2.     EFFECTIVE DATE

       This agreement shall become effective on the Closing Date.

3.     UK RUN-OFF SERVICES

3.1    Platinum Re UK shall provide to St. Paul Re UK from time to time after
       the Closing Date at the reasonable request of St. Paul Re UK the services
       of senior personnel who are reasonably acceptable to St. Paul Re UK and
       who have the expertise and experience reasonably necessary to oversee the
       administration of the UK Run-off Contracts by St. Paul Re UK, including
       the services set out in the Schedule (as such may be amended from time to
       time) (collectively, the "UK RUN-OFF SERVICES").

3.2    Platinum Re UK shall provide each of the UK Run-off Services in such
       manner as St. Paul Re UK may from time to time reasonably request for the
       purposes of this agreement, provided that in no case shall Platinum Re UK
       be required to provide any or all of the UK Run-off Services to a
       standard which is materially higher than that to which the equivalent
       service is generally provided by Platinum Re UK in respect of its other
       business.

3.3    Platinum Re UK shall be responsible for obtaining and maintaining in full
       force and effect any and all licences and authorisations necessary for
       the lawful provision by it of any or all of the UK Run-off Services
       hereunder.

3.4    Platinum Re UK shall provide each of the UK Run-off Services for the
       period up to and including the second anniversary of the date of this
       agreement (the "UK RUN-OFF SERVICES END DATE"), provided that Platinum Re
       UK shall consider in good faith any request by St. Paul Re UK for the
       provision of some or all of the UK Run-off Services to be reasonably
       extended beyond the UK Run-off Services End Date in the light of the
       circumstances subsisting at the time such request is made. Platinum Re UK
       and St.

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       Paul Re UK shall agree upon the terms which will govern the provision of
       the particular UK Run-off Services to be so provided at the time St. Paul
       Re UK makes such request.

3.5    Platinum Re UK shall ensure that it does not breach any obligation owed
       by it to the regulator and that it does not cause St. Paul Re UK to be in
       breach of its obligations owed to the regulator through the provision of
       the UK Run-off Services hereunder.

3.6    (A)  In consideration for the provision to it of the UK Run-off Services,
            St. Paul Re UK shall reimburse Platinum Re UK in respect of the
            actual cost to Platinum Re UK, as certified in good faith by
            Platinum Re UK, of providing the UK Run-off Services to St. Paul Re
            UK.

       (B)  For the purposes of sub-clause 3.6(A) above, the actual cost to
            Platinum Re UK shall consist of its direct and reasonable indirect
            costs and shall include any incremental and out-of-pocket costs
            incurred by Platinum Re UK in connection with the UK Run-off
            Services, including the conversion, acquisition and disposition cost
            of software and equipment acquired for the purposes of providing the
            UK Run-off Services and the cost of establishing requisite systems
            and data feeds and hiring necessary personnel.

3.7    Each Party shall assign a services co-ordinator (as described in
       sub-clause 3.8 below) and shall provide such other assistance as is
       reasonably necessary to co-operate in determining the extent of the UK
       Run-off Services to be provided hereunder.

3.8    (A)  Each Party shall appoint a services co-ordinator with skills and
            experience acceptable to the other Party who will:

            (i)   provide continuous oversight and co-ordination of the UK
                  Run-off Services;

            (ii)  communicate concerning disputes with respect to the UK Run-off
                  Services;

            (iii) be available to the Parties during normal business hours; and

            (iv)  be responsible for providing, or for delegating the provision
                  of, assistance regarding the UK Run-off Services.

       (B)  The services co-ordinators shall co-operate on a regular basis to
            plan the delivery of the UK Run-off Services, including the
            timetable for performance of the UK Run-off Services and the
            incurring of costs in relation thereto.

       (C)  Either Party may from time to time substitute the individual serving
            as its services co-ordinator with another individual qualified to
            serve in that position.

3.9    (A)  Upon the terms and subject to the conditions set out in this
            agreement, each Party agrees to use its commercially reasonable
            endeavours to take, or procure to be taken, all actions and to do,
            or procure to be done, and to assist and co-

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            operate with the other Party in doing, all things necessary or
            advisable to effect the transactions contemplated by this agreement.

       (B)  Platinum Re UK may place one or more of its employees on site at St.
            Paul Re UK and St. Paul Re UK shall provide such Platinum Re UK
            employee(s) with such facilities as are reasonably necessary to
            administer the UK Run-off Contracts as contemplated in sub-clause
            3.1 of and Schedule 1 to this agreement.

       (C)  Prior to providing them with access to its facilities, St. Paul Re
            UK may review the qualifications and experience of the Platinum Re
            UK employees which Platinum Re UK proposes should be located on site
            at St. Paul Re UK.

       (D)  The facilities to be provided to the Platinum Re UK employees on
            site shall include:

            (i)   the provision of such work space at the site where St. Paul Re
                  UK is servicing its reinsurance run-off operations as is
                  reasonably requested by Platinum Re UK, to the extent that
                  such work space is available to be provided to Platinum Re UK;
                  and

            (ii)  access to St. Paul Re UK's reinsurance and accounting systems
                  to the extent necessary and provided that St. Paul Re UK shall
                  not be required to provide such access to the extent that such
                  reinsurance and accounting systems relate to matters other
                  than the UK Run-off Contracts. Any such access shall be during
                  normal St. Paul Re UK working hours and shall not interfere
                  unreasonably with the normal operations of St. Paul Re UK.

       (E)  Platinum Re UK acknowledges that the Platinum Re UK employees who
            are to have access to St. Paul Re UK's facilities and information
            under these provisions are limited to using those facilities and
            that information solely and exclusively for the purposes of
            providing administration of the UK Run-off Contracts as contemplated
            by this agreement and fulfilling Platinum Re UK's obligations under
            this agreement.

       (F)  Platinum Re UK undertakes to procure that the Platinum Re UK
            employees in question shall not attempt to gain access to any
            information relating to contracts other than the UK Run-off
            Contracts and that any non-public information which is not related
            to the UK Run-off Contracts shall be considered confidential and
            proprietary and Platinum Re UK shall not, and shall procure that its
            employees shall not, use such information for any purpose or
            disclose the information to any third parties, except as required by
            applicable law or governmental authority.

3.10   Platinum Re UK shall co-operate with St. Paul Re UK and all relevant
       regulatory authorities to satisfy any regulatory requirements applicable
       to Platinum Re UK by virtue of its provision of UK Run-off Services to
       St. Paul Re UK hereunder.

<Page>

3.11   St. Paul Re UK shall grant to Platinum Re UK a licence to use any service
       mark or trade mark or any other intellectual property right necessary for
       the provision of the UK Run-off Services by Platinum Re UK in accordance
       with the provisions of this agreement.

4.     AUDIT RIGHTS

4.1    Upon reasonable prior notice, each Party hereto shall have full access to
       any books and records maintained by the other and its affiliates insofar
       as reasonably necessary for the purposes of confirming amounts properly
       payable hereunder or satisfying any duty imposed hereby or resulting
       herefrom.

4.2    Each Party shall permit and co-operate with any inspection by the
       regulator or appointee of the regulator in relation to the provision of
       any of the UK Run-off Services hereunder.

4.3    As soon as reasonably practicable following any request (or, in the case
       of access required by the regulator, whether with or without notice being
       given by the regulator), access shall be provided to auditors, other
       nominated inspectors of the requesting Party or the regulator or the
       appointee of the regulator to relevant facilities where records are
       maintained and provision shall be made for such auditors, other
       inspectors or the regulator or the appointee of the regulator to receive
       such assistance as they shall reasonably request in relation thereto.

4.4    In particular, each Party shall make available to the other all
       information, data and materials:

       (A)  reasonably requested by the other Party so as to enable it to
            evaluate the appropriateness of any charges and expenses payable
            hereunder; or

       (B)  requested by the regulator or the appointee of the regulator in
            connection with any regulatory inspection.

4.5    The Parties acknowledge that an audit may be required for regulatory
       purposes and shall maintain all relevant records in such manner and to
       such standard as may reasonably be requested by either Party for the
       purposes of compliance with any regulatory requirements.

5.     BILLING AND TAXES

5.1    No later than thirty days following the last day of each calendar
       quarter, Platinum Re UK shall provide to St. Paul Re UK a report
       containing an itemised list of the UK Run-off Services provided to St.
       Paul Re UK during such previous calendar quarter in such form as the
       Parties shall agree.

5.2    St. Paul Re UK shall promptly, and in any event within 30 days after
       receipt of such report unless St. Paul Re UK is contesting in good faith
       the amount set forth in the

<Page>

       report, pay to Platinum Re UK by wire transfer of immediately available
       funds all amounts payable in respect of the UK Run-off Services as set
       forth in such report.

5.3    Each Party shall pay all taxes for which it is the primary obligor as a
       result of the provision of UK Run-off Services under this agreement,
       provided that St. Paul Re UK shall be solely responsible for, and shall
       reimburse Platinum Re UK in respect of, any sales, gross receipts, value
       added or transfer tax payable with respect to the provision of any UK
       Run-off Service under this agreement (any such reimbursement obligation
       being, for the avoidance of doubt, in addition to St. Paul Re UK's
       obligation to pay for such UK Run-off Service).

6.     CONFIDENTIALITY

6.1    Neither Platinum Re UK nor any of its directors, officers or agents may
       disclose any information of a confidential nature received from St. Paul
       Re UK or a member of St. Paul Re UK's group (the "ST. PAUL CONFIDENTIAL
       INFORMATION").

6.2    St. Paul Confidential Information shall not include information which is
       or becomes generally known on a non-confidential basis, provided that the
       source of such information was not bound by a confidentiality agreement
       or other obligation of confidentiality.

6.3    If Platinum Re UK or any of its directors, officers or agents is legally
       requested or otherwise required (whether or not the requirement has the
       force of law) by any securities exchange or regulatory or governmental
       body to which such party is subject or submits, wherever situated
       (including (amongst other bodies) the Financial Services Authority, the
       London Stock Exchange, The Panel on Takeovers and Mergers, the Securities
       and Exchange Commission of the United States or the New York Stock
       Exchange), to disclose any St. Paul Confidential Information, Platinum Re
       UK shall provide St. Paul Re UK with prompt written notice of the request
       or requirement, to permit St. Paul Re UK (if it so elects) to seek an
       appropriate protective order preventing or limiting disclosure. If St.
       Paul Re UK seeks such an order or takes other steps to avoid or limit
       such disclosure, Platinum Re UK shall co-operate with St. Paul Re UK at
       St. Paul Re UK's expense. If, in the absence of such protective order,
       Platinum Re UK is compelled to disclose St. Paul Confidential
       Information, Platinum Re UK may disclose such St. Paul Confidential
       Information without liability hereunder.

7.     INDEMNIFICATION

7.1    St. Paul Re UK shall indemnify and hold harmless, to the fullest extent
       permitted by law, Platinum Re UK, its officers, directors and employees
       ("PLATINUM UK INDEMNITEES") from and against any and all Losses incurred
       by any Platinum UK Indemnitee arising out of or based upon:

       (A)  any actions taken or omitted by any such Platinum UK Indemnitee at
            the direction of St. Paul Re UK pursuant to this agreement; or

<Page>

       (B)  any breach by St. Paul Re UK of any of the covenants it has given
            under this agreement.

7.2    (A)  Subject to sub-clause 7.2(B) below, Platinum Re UK shall indemnify
            and hold harmless, to the fullest extent permitted by law, St. Paul
            Re UK, its officers, directors and employees ("ST. PAUL RE UK
            INDEMNITEES") from and against any and all Losses incurred by any
            St. Paul Re UK Indemnitee arising out of or based upon:

            (i)   the negligence or wilful misconduct of any person providing UK
                  Run-off Services; or

            (ii)  any breach by Platinum Re UK of any of the covenants it has
                  given under this agreement

       (B)  Notwithstanding anything to the contrary in this agreement, the
            total aggregate liability of Platinum Re UK in respect of
            indemnifiable Losses pursuant to sub-clause 7.2(A) above shall not
            in any event exceed the aggregate amount paid to Platinum Re UK by
            St. Paul Re UK pursuant to sub-clause 3.7 above.

7.3    Except with respect to claims relating to actual fraud, the remedies set
       forth in this clause 7 shall be the sole and exclusive remedies of the
       Parties in relation to any and all claims for indemnification under this
       agreement.

8.     FORCE MAJEURE

8.1    Neither Party shall be liable to the other for any total or partial
       failure to comply with any of the terms or provisions of this agreement
       by reason of an Event of Force Majeure, provided that the affected Party
       shall take all reasonable steps to mitigate any such failure.

8.2    For the purposes of this clause 8, "EVENTS OF FORCE MAJEURE" shall mean
       fires, floods, earthquakes, elements of nature or acts of God, acts of
       war, terrorism, riots, civil disorders, rebellions or revolutions,
       strikes, lock-outs or labour difficulties, power outages, equipment
       failures, computer viruses or malicious acts of third parties and laws,
       orders, proclamations, regulations, ordinances, demands or requirements
       of governmental authorities.

9.     DATA PROTECTION AND BUSINESS INFORMATION

9.1    During the term of this agreement, the Parties shall ensure that they
       comply at all times with the provisions of the Data Protection Act 1998
       and all related legislation, regulations and guidelines.

9.2    (A)  Each Party shall ensure that to the extent that it holds information
            which relates to the other Party's business it shall provide the
            other Party with such access to that information as is reasonably
            required for the other Party to carry on its business.

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       (B)  For the avoidance of doubt, neither Party shall be required under
            sub-clause 9.2(A) above to disclose any information which does not
            relate to the other Party's business.

10.    TERM AND TERMINATION

10.1   This agreement shall continue in full force and effect until all
       obligations hereunder have been fulfilled, unless terminated sooner in
       accordance with the provisions of sub-clause 10.2 below.

10.2   St. Paul Re UK may terminate [any or all of] the UK Run-off Services upon
       [thirty] days' prior written notice at any time to Platinum Re UK.

11.    ARBITRATION

11.1   Subject to clause 11.10, all matters in difference between the Parties
       arising under, out of or in connection with this agreement, including
       formation and validity, and whether arising during or after the period of
       this agreement, may be referred by either Party to an arbitration
       tribunal in the manner hereinafter set out.

11.2   Unless the Parties appoint a sole arbitrator within 14 days of one
       receiving a written request from the other for arbitration, the claimant
       (the Party requesting arbitration) shall appoint its arbitrator and give
       written notice thereof to the respondent. Within 14 days of receiving
       such notice the respondent shall appoint its arbitrator and give written
       notice thereof to the claimant, failing which the claimant may apply to
       the appointor hereafter named to nominate an arbitrator on behalf of the
       respondent.

11.3   The appointor shall be the Chairman for the time being of the A.I.D.A.
       Reinsurance and Insurance Arbitration Society of the UK ("ARIAS (UK)")
       or, if he is unavailable or it is inappropriate for him to act for any
       reason, such person as may be nominated by the Committee of ARIAS (UK).

11.4   Before they enter upon a reference the two arbitrators shall appoint a
       third arbitrator. Should they fail to appoint such a third arbitrator
       within 30 days of the appointment of the respondent's arbitrator then any
       of them or either of the Parties concerned may apply to the appointor for
       the appointment of the third arbitrator. The three arbitrators shall
       decide by majority. If no majority can be reached the verdict of the
       third arbitrator shall prevail. He shall also act as chairman of the
       tribunal.

11.5   Unless the parties otherwise agree the arbitration tribunal shall consist
       of persons (including those who have retired) with not less than ten
       years' experience of insurance or reinsurance as persons engaged in the
       industry itself or as lawyers or other professional advisers.

11.6   The arbitration tribunal shall, so far as is permissible under the law
       and practice of the place of arbitration, have power to fix all
       procedural rules for the holding of the arbitration including
       discretionary power to make orders as to any matters which it may
       consider proper in the circumstances of the case with regard to
       pleadings, discovery,

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       inspection of the documents, examination of witnesses and any other
       matter whatsoever relating to the conduct of the arbitration and may
       receive and act upon such evidence whether oral or written, strictly
       admissible or not as it shall in its discretion think fit.

11.7   All costs of the arbitration shall be determined by the arbitration
       tribunal who may, taking into account the law and practice of the place
       of arbitration, direct to and by whom and in what manner they shall be
       paid.

11.8   Unless the Parties otherwise agree, the place of arbitration shall be
       London, England and, for the avoidance of doubt, the arbitration tribunal
       shall apply English law.

11.9   The award of the arbitration tribunal shall be in writing and binding
       upon the Parties who consent to carry out the same.

11.10  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 XIV 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.

12.    MISCELLANEOUS

12.1   Neither Party may assign its rights under this agreement without the
       prior written consent of the other. Subject to the foregoing, this
       agreement shall be binding upon, inure to the benefit of and be
       enforceable by the Parties and their respective successors and assigns.

12.2   This agreement and the Formation Agreement constitute the whole and only
       agreement between the Parties in relation to the subject matter of this
       agreement and, save to the extent repeated in this agreement and/or the
       Formation Agreement, supersede any previous agreement between the Parties
       with respect thereto.

12.3   This agreement may only be varied in writing signed by each of the
       Parties.

12.4   (A)  No failure or delay on the part of either Party in exercising a
            right, power or remedy provided by this agreement or by law shall
            operate as a waiver of that right, power or remedy or a waiver of
            any other rights, powers or remedies.

       (B)  No single or partial exercise of a right, power or remedy provided
            by this agreement or by law shall prevent further exercise of that
            right, power or remedy or the exercise of another right, power or
            remedy.

       (C)  Except as otherwise provided herein, the rights, powers and remedies
            provided in this agreement shall be cumulative and not exclusive of
            any rights, powers or remedies provided by law.

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12.5   If any provision of this agreement or any part of any such provision is
       held to be invalid, unlawful or unenforceable, such provision or part (as
       the case may be) shall be ineffective only to the extent of such
       invalidity, unlawfulness or unenforceability, without rendering invalid,
       unlawful or unenforceable or otherwise prejudicing or affecting the
       remainder of such provision or any other provision of this agreement.

12.6   The Parties hereto acknowledge that if any of the provisions of this
       agreement were not to be performed in accordance with their specific
       terms or were otherwise to be breached, irreparable damage would occur
       and damages would not be an adequate remedy. In the event of any such
       breach, the aggrieved Party shall be entitled, in addition to any other
       remedy at law or in equity, to specific performance of the terms hereof
       and immediate injunctive or other equitable relief, without the necessity
       of proving the inadequacy of money damages as a remedy or of posting any
       bond or other security.

12.7   The Parties do not intend that any term of this agreement shall be
       enforceable, by virtue of the Contracts (Rights of Third Parties) Act
       1999, by any person who is not a party to this agreement.

12.8   Nothing in this agreement and no action taken by the Parties under this
       agreement shall constitute a partnership, association, joint venture or
       other co-operative entity between the Parties.

12.9   Nothing in this agreement shall oblige either Party to act in breach of
       the requirements of any law, rule or regulation applicable to it,
       including securities and insurance laws, written policy statements of
       securities commissions, insurance and other regulatory authorities, and
       the by-laws, rules, regulations and written policy statements of relevant
       securities and self-regulatory organisations.

13.    NOTICES

13.1   Any notice required or permitted to be given under this agreement shall
       be given in writing to the other Party at its address set out below:

       if to St. Paul Re UK, to:

       St. Paul Reinsurance Company Limited
       [ADDRESS]
       Fax number: -
       marked for the attention of the [Company Secretary]

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       if to Platinum Re UK, to:

       Platinum Re (UK) Limited
       [ADDRESS]
       Fax number: -
       marked for the attention of the [Company Secretary]

       Copy to:

       [ANYONE?]
       Fax number: -
       marked for the attention of -

       or to such other address or fax number, and marked for the attention of
       such other person, as may from time to time be notified by the relevant
       Party to the other Party.

13.2   Any such notice shall be sent by first class post or facsimile
       transmission (copied by post) or delivered by hand and shall be deemed to
       be served:

       (A)  in the case of post, on the second business day after posting;

       (B)  in the case of facsimile transmission, upon successful transmission
            (or, if the day of sending is not a business day in the place of
            receipt, at the opening of business on the first business day in the
            place of receipt thereafter); and

       (C)  in the case of delivery by hand, upon delivery (or, if the day of
            delivery is not a business day in the place of receipt, at the
            opening of business on the first business day in the place of
            receipt thereafter).

14.    GOVERNING LAW AND JURISDICTION

14.1   This agreement shall be governed by and construed in accordance with
       English law.

14.2   The courts in England are to have jurisdiction to settle any dispute
       arising out of or in connection with this agreement. Any Proceedings
       arising out of or in connection with this agreement may therefore be
       brought in the English courts.

15.    COUNTERPARTS

15.1   This agreement may be executed in any number of counterparts, and by the
       Parties on separate counterparts, but shall not be effective until each
       Party has executed at least one counterpart.

15.2   Each counterpart shall constitute an original of this agreement, but the
       counterparts shall together constitute but one and the same instrument.

IN WITNESS of which each of the Parties has executed this agreement on the day
and year first above written.

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SIGNED by                        )
for and on behalf of ST. PAUL    )
REINSURANCE COMPANY              )
LIMITED                          )

SIGNED by                        )
for and on behalf of PLATINUM    )
RE (UK) LIMITED                  )