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                                                            Exhibit 10.28

                     100% QUOTA SHARE RETROCESSION AGREEMENT
                              (NON-TRADITIONAL - E)

                                 BY AND BETWEEN


                   ST. PAUL FIRE AND MARINE INSURANCE COMPANY


                                  (RETROCEDANT)


                                       and


                     PLATINUM UNDERWRITERS REINSURANCE INC.


                               (RETROCESSIONAIRE)


                            DATED AS OF________, 2002


         This QUOTA SHARE RETROCESSION Agreement (this "AGREEMENT"), effective
as of 12:01 a.m. New York time on the later of the Business Day immediately
following the Closing Date and July 1, 2002 (the "EFFECTIVE TIME", and such date
the "EFFECTIVE DATE"), is made by and between ST. PAUL FIRE AND MARINE INSURANCE
COMPANY, a Minnesota 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, Platinum Holdings acquired one hundred percent (100%) of the issued
and outstanding Shares (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); and

         WHEREAS, pursuant to the Formation and Separation Agreement, The St.
Paul agreed to cause its insurance subsidiaries to cede specified liabilities
under certain reinsurance contracts of The St. Paul's insurance subsidiaries to
insurance subsidiaries of Platinum Holdings; and Platinum Holdings agreed to
cause certain of its insurance subsidiaries to reinsure such liabilities;


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         WHEREAS, the intent of The St. Paul and Platinum Holdings under the
Formation and Separation Agreement was to transfer the economic experience of
such reinsurance contracts to Platinum Holdings and its insurance subsidiaries;

         WHEREAS, the intent of The St. Paul and Platinum Holdings under the
Formation and Separation Agreement was to reflect the terms of the underlying
reinsured contracts under such reinsurance; [St. Paul to confirm that the terms
of the retrocession agreement reflects the terms of the underlying reinsured
contracts.]

         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:

                                    ARTICLE I

                                BUSINESS COVERED

         Retrocedant hereby obligates itself to retrocede to Retrocessionaire
and Retrocessionaire hereby obligates itself to accept, pursuant to the terms of
this Agreement, a one hundred percent (100%) quota share of any and all
liabilities incurred by Retrocedant on or after January 1, 2002 but not yet paid
as of the Effective Time, under reinsurance and retrocession contracts, as
listed in Exhibit A hereto (the "REINSURANCE CONTRACTS").

                                   ARTICLE II

                                      TERM

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

                                   ARTICLE III

                                    COVERAGE

         SECTION 3.01 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 ("SECTION A COVERAGE").

         SECTION 3.02 SECTION B (PROSPECTIVE) COVERAGE PERIOD. The Section B
(Prospective) Coverage Period will be the period from and including the
Effective Time


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through and including the date of the termination, expiration, cancellation or
commutation of the Reinsurance Contracts ("SECTION B COVERAGE").

         SECTION 3.03 COVERAGE LIMITS. Coverage for the Annual Period 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.

                                   ARTICLE IV

                      PREMIUMS AND ADDITIONAL CONSIDERATION

         SECTION 4.01 SECTION A COVERAGE -- PREMIUM.

         (a)      On the Effective Date, in respect of the Section A Coverage,
Retrocedant shall pay to the account of Retrocessionaire an amount (the "INITIAL
SECTION A PREMIUM") equal to one hundred percent (100%) of the carrying value on
the books of Retrocedant as of June 30, 2002, of the aggregate of all loss and
loss adjustment expense and ceding commission reserves relating to the
Reinsurance Contracts for the 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 Minnesota Department of
Insurance 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 for the coverage period under this
Agreement, all as of the Effective Date , determined in accordance with
statutory accounting principles on a basis consistent in all material respects
with the methods, principles, practices and policies employed in the preparation
and presentation of Retrocedant's annual statutory financial statement as of
December 31, 2001 as filed with the Minnesota Department of Insurance and as
submitted to The St. Paul, adjusted to reflect the Loss Reserve Adjustments, as
applicable (the "FINAL SECTION A PREMIUM"). In the event the Final Section A
Premium is greater than the Initial Section A Premium, Retrocedant shall
promptly pay to the account of Retrocessionaire the difference plus interest on
such amount at the Applicable Rate (as defined below) from and including the
Effective Date to and including the date of such payment. In the event the
Initial Section A Premium is greater than the Final Section A Premium,
Retrocessionaire shall promptly pay to the account of Retrocedant 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.

         SECTION 4.02 SECTION B COVERAGE-- PREMIUMS.


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         (a)      On the Effective Date, in respect of the Section B Coverage,
Retrocedant shall pay to the account of 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 all unearned premium reserves,
relating to the Reinsurance Contracts for the 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 Minnesota Department of Insurance 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 net of any applicable Ceding Commission; provided, however,
that any premiums payable that result from a Loss Occurrence (as defined in the
Reinsurance Contract), including but not limited to Scheduled Premiums,
Reinstatement Premiums, Loss Share Premiums and Penalty Premiums (all as defined
in the Reinsurance Contract) will be ceded to the Reinsurer.

         (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
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 annual statutory financial
statement as of December 31, 2001 as filed with the Minnesota Department of
Insurance 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 pay to the account
of Retrocedant 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.

         (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 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 in respect of EBUB as of the
Effective Time shall be retained by Retrocedant, and all rights to collect such
amounts shall be retained by Retrocedant. Any changes made on or after the


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Effective Time as to the the estimate of EBUB as of the Effective Time shall be
for the account of Retrocessionaire.

         SECTION 4.03 DISPUTE RESOLUTION.

         (a)      After receipt of the Proposed Accounting, together with the
work papers used in preparation thereof, Retrocessionaire shall have 30 days
(the "REVIEW PERIOD") to review such Proposed Accounting. Unless
Retrocessionaire delivers written notice to Retrocedant on or prior to the 30th
day of the Review Period stating that it has material objections thereto,
Retrocessionaire shall be deemed to have accepted and agreed to the Proposed
Accounting. Retrocessionaire shall not object to any method, principle, practice
or policy employed in the preparation of the Proposed Accounting if such method,
principle, practice or policy is consistent in all material respects with that
employed in the preparation and presentation of Retrocedant's annual statutory
financial statement as of December 31, 2001 as filed with the Minnesota
Department of Insurance 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.


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         (e)      Any arbitration proceedings shall take place in New York, New
York 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 finalized in accordance
with the above process, the Final Section A Premium and the Final Section B
Premium amounts shall be as set forth in the Proposed Accounting, as determined
by the Arbiters, if applicable. In the event the sum of such amounts is greater
than the amount paid by Retrocedant to Retrocessionaire on the Closing Date,
Retrocedant shall promptly pay to the account of Retrocessionaire the difference
plus interest on such amount at the Applicable Rate from and including the
Closing Date to and including the date of such payment. In the event the
aggregate of such amounts is lower than the amount paid by Retrocedant to
Retrocessionaire on the Closing Date, Retrocessionaire shall promptly pay 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.

         SECTION 4.04 RETURN OF PREMIUM.

         (a)      Retrocessionaire shall calculate the Return Premium as of each
anniversary of the inception of the Reinsurance Contracts and upon the earlier
of the commutation of, final settlement under or termination of the Reinsurance
Contracts (each such date and including the Effective Date hereof, a
"CALCULATION DATE") and shall promptly notify Retrocedant of such determination.
As of each anniversary of the date hereof, if the difference between the current
calculation of aggregate Return Premiums accrued since the prior anniversary and
the prior calculation of aggregate Return Premiums as of the next preceding
anniversary is positive, Retrocessionaire shall promptly pay such difference to
Retrocedant. If the difference is negative, Retrocedant shall promptly pay such
difference to Retrocessionaire, provided however, that no payment will be
required if the cumulative aggregate Return Premium for such Reinsurance
Contract would be less than zero upon such payment.

         (b)      The Return Premium as of any Calculation Date shall be equal
to:

                  (i)      any profit commission that Retrocedant is obligated
                           to pay under the Reinsurance Contract, as determined
                           therein since the prior Calculation Date, plus

                  (ii)     the product of:

                           the Deficit Accrual Percentage, as listed in Section
                           E of the Appendix of the Reinsurance Contract, and

                           the greater of the difference between the Beginning
                           Deficit and the Ending Deficit, and zero.


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                  The Beginning Deficit as of any Calculation Date shall be the
deficit (as defined in the Reinsurance Contract) as of the prior Calculation
Date. If the inception anniversary date of the Reinsurance Contract does not
coincide with the Effective date, the Beginning Deficit as of the Calculation
Date that is the Effective Date shall be adjusted to include premiums earned,
excluding deficit penalty premium accruals, and cumulative losses incurred,
including any incurred but not reported loss reserves carried by Retrocedant,
since the immediately prior anniversary date. The Ending Deficit shall be the
deficit as of such Calculation Date.

                                    ARTICLE V

                                CEDING COMMISSION

         With respect to the Reinsurance Contracts, Retrocessionaire shall pay
to 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 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.

                                   ARTICLE VI

                               ORIGINAL CONDITIONS

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

                                   ARTICLE VII

                              INURING RETROCESSIONS

         SECTION 7.01 ALLOCATION TO RETROCESSIONAIRE. Retrocedant agrees that
the retrocession contracts purchased by St. Paul Re, Inc. from third party
retrocessionaires ("THIRD PARTY Retrocessionaires") 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 set forth in
Exhibits D, E and F.

         SECTION 7.02 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, to the extent allocable to the Reinsurance
Contracts, in the manner set forth in Exhibit D hereto, directly to
Retrocessionaire, and to seek all payments, to the extent allocable to the
Reinsurance Contracts, in the manner set forth in Exhibit E hereto,


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directly from Retrocessionaire, it being understood that Retrocessionaire shall
bear all risk of non-payment or non-collectibility under the Inuring
Retrocessions.

         SECTION 7.03 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 D hereto. Retrocedant shall use its
commercially reasonable efforts to collect any recoveries due to
Retrocessionaire under the Inuring Retrocessions that indemnify Retrocedant for
losses or expenses payable or return of premium allocable to Retrocessionaire
and shall transfer any such recoveries received to Retrocessionaire. The parties
agree that Retrocessionaire's obligations to make payments pursuant to the
Inuring Retrocessions or to reimburse Retrocedant pursuant to this Agreement
shall not be waived by non-receipt of any such amounts. Retrocessionaire shall
reimburse Retrocedant for one hundred percent (100%) of any expenses reasonably
incurred by Retrocedant in attempting to make such collection, including all
allocated expenses, as determined in accordance with Retrocedant's customary
practices and procedures. Retrocessionaire shall have the right to associate
with Retrocedant, at Retrocessionaire's own expense, in any actions brought by
Retrocedant to make such collections.

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

         SECTION 7.04 INITIAL CONSIDERATION. On the Closing Date,
Retrocessionaire shall reimburse Retrocedant for one hundred percent (100%) of
any and all premiums paid by Retrocedant under such Inuring Retrocessions net of
any applicable ceding commissions paid to Retrocedant thereunder, that are
allocable to Retrocessionaire, in the manner set forth in Exhibit E hereto.

         SECTION 7.05 ADDITIONAL CONSIDERATION. Retrocessionaire agrees to pay
directly to Third Party Retrocessionaires under the Inuring Retrocessions all
future premiums Retrocedant is obligated to pay pursuant to the terms of the
Inuring Retrocessions to the extent that such premiums are allocable to
Retrocessionaire in the manner set forth in Exhibit E 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.

         SECTION 7.06 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.


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         (b)      With respect to any Inuring Retrocessions providing coverage
for both the 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.

                                  ARTICLE VIII

                 LOSS AND LOSS EXPENSE; SALVAGE AND SUBROGATION
                               FOLLOW THE FORTUNES

         (a)      Retrocessionaire shall be liable for one hundred percent
(100%) of all future loss, loss adjustment expenses, incurred but not reported
losses and other payment obligations that arise under the Reinsurance Contracts
on and after January 1, 2002 and are payable as of or after the Effective Time
and shall reimburse Retrocedant for any losses, loss adjustment expenses and
other payment obligations paid by Retrocedant following the Effective Time in
respect of the Reinsurance Contracts, net of any recoveries received by
Retrocedant with respect thereto, including recoveries under Inuring
Retrocessions. Retrocessionaire shall have the right to all salvage and
subrogation on the account of claims and settlements with respect to the
Reinsurance Contracts.

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

                                   ARTICLE IX

                          EXTRA CONTRACTUAL OBLIGATIONS


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                  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 XV hereof.

                                    ARTICLE X

                     ADMINISTRATION OF REINSURANCE CONTRACTS

         SECTION 10.01 ADMINISTRATION.

         (a)      The parties agree that, as of the Effective Time, Retrocedant
shall have the sole authority to administer the Reinsurance Contractsin all
respects, which authority shall include, but not be limited to, authority to
bill for and collect premiums, adjust all claims and handle all disputes
thereunder and to effect any and all amendments, commutations and cancellations
of the Reinsurance Contracts subject, however, in the case of adjustment 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 $[ ], 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 XIV herein.

         SECTION 10.02 REPORTING AND REGULATORY MATTERS. Each party shall
provide the notices and filings required to be made by it to state 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.


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         SECTION 10.03 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.

         SECTION 10.04 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 state insurance
regulators, brokers and other service providers and reinsureds and all notices
of claims, suits and actions for which it receives service of process.)

                                   ARTICLE XI

                             REPORTS AND REMITTANCES

         SECTION 11.01 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 the form attached hereto as Exhibit G.
The monthly statement of account shall also provide a breakdown of any amounts
due to Retrocedant or Retrocessionaire, as the case may be, as reimbursement for
paid claims, premiums or other amounts due pursuant to the terms of this
Agreement.

         SECTION 11.02 REMITTANCES. Within two Business Days after delivery of
each monthly report pursuant to Section 11.01, Retrocedant and Retrocessionaire
shall settle all amounts then due under this Agreement for that month.

         SECTION 11.03 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").

         SECTION 11.04 COST REIMBURSEMENT. Retrocessionaire shall reimburse for
its allocated share of all costs and expenses incurred by Retrocedant in
administering the Reinsurance Contracts as set forth in Exhibit H hereto.

                                   ARTICLE XII

                             MAINTENANCE OF LICENSES


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

                                  ARTICLE XIII

                                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 XIII 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 XIII shall survive termination of this
Agreement and shall continue for as long as there may be liabilities under the
Reinsurance Contracts or reporting or retention requirements under applicable
law. In addition, each party shall have the right to take copies (including
electronic copies) of any information held by the other party that reasonably
relates to this Agreement or the Reinsurance Contracts. Each party shall, and
shall cause its designated representative to, treat and hold as confidential
information any information it receives or obtains pursuant to this Article
XIII.

                                   ARTICLE XIV

                                 INDEMNIFICATION

         SECTION 14.01 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


                                       12
<Page>

indemnify, defend and hold harmless Retrocessionaire and its officers, directors
and employees against any and all Losses arising out of Retrocedant's gross
negligence or wilful misconduct in the 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
except if made with the prior written consent of Retrocessionaire. [Such
indemnification obligations shall be limited to $[ ].]

         SECTION 14.02 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.

         SECTION 14.03 INDEMNIFICATION PROCEDURES. (a) If a party seeking
indemnification pursuant to this Article XIV (each, an "INDEMNITEE") receives
notice or otherwise learns of the assertion by a Person (including, without
limitation, any governmental entity) who is not a party to this Agreement or an
Affiliate thereof, of any claim or of the commencement by any such Person of any
Action (a "THIRD PARTY CLAIM") with respect to which the party from whom
indemnification is sought (each, an "INDEMNIFYING PARTY") may be obligated to
provide indemnification pursuant to this Section 14.01 or 14.02, 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 14.03 shall not relieve
the Indemnifying Party of its obligations under this Article XIV, 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 14.03(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 XIV 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


                                       13
<Page>

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 XIV, such Indemnitee may
defend or (subject to the remainder of this Article XIV) seek to compromise or
settle such Third Party Claim at the expense of the Indemnifying Party.

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

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

         (e)      Notwithstanding anything in this Article XIV 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.


                                       14
<Page>

         (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)      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.

         SECTION 14.04 SURVIVAL. This Article XIV shall survive termination of
this Agreement.

                                   ARTICLE XV

                                   ARBITRATION

         (a)      As a condition precedent to any right of Action under this
Agreement, any dispute or difference between the parties hereto relating to the
formation, interpretation, or performance of this Agreement, or any transaction
under this Agreement, whether arising before or after termination, shall be
submitted for decision to a panel of three arbitrators (the "PANEL") at the
offices of Judicial Arbitration and Mediation Services, Inc. in accordance with
the Streamlined Arbitration Rules and Procedures of Judicial Arbitration and
Mediation Services, Inc.

         (b)      The party demanding arbitration shall do so by written notice
complying with the terms of Section 20.06. The arbitration demand shall state
the issues to be resolved and shall name the arbitrator appointed by the
demanding party.

         (c)      Within 30 days of receipt of the demand for arbitration, the
responding party shall notify the demanding party of any additional issues to be
resolved in the arbitration and the name of the responding party's appointed
arbitrator. If the responding party refuses or neglects to appoint an arbitrator
within 30 days following receipt of the written arbitration demand, then the
demanding party may appoint the second arbitrator, but only after providing 10
days' written notice of its intention to do so, and only if such other party has
failed to appoint the second arbitrator within such 10 day period.

         (d)      The two arbitrators shall, before instituting the hearing,
select an impartial arbitrator who shall act as the umpire and preside over the
hearing. If the two arbitrators fail to agree on the selection of a third
arbitrator within 30 days after notification of the appointment of the second
arbitrator, the selection of the umpire shall be made by the American
Arbitration Association. Upon resignation or death of any member of the Panel, a
replacement will be appointed in the same fashion as the resigning or deceased
member was appointed. All arbitrators shall be active or former officers of


                                       15
<Page>

property/casualty insurance or reinsurance companies, or Lloyd's underwriters,
and shall be disinterested in the outcome of the arbitration.

         (e)      Within 30 days after notice of appointment of all arbitrators,
the Panel shall meet and determine timely periods for briefs, discovery
procedures and schedules for hearings. The Panel shall have the power to
determine all procedural rules for the holding of the arbitration, including but
not limited to the inspection of documents, examination of witnesses and any
other matter relating to the conduct of the arbitration. The Panel shall
interpret this Agreement as an honorable engagement and not as merely a legal
obligation and shall make its decision considering the custom and practice of
the applicable insurance and reinsurance business. The Panel shall be relieved
of all judicial formalities and may abstain from following the strict rules of
law. The decision of any two arbitrators shall be binding and final. The
arbitrators shall render their decision in writing within 60 days following the
termination of the hearing. Judgment upon the award may be entered in any court
of competent jurisdiction.

         (f)      Except as otherwise provided herein, all proceedings pursuant
hereto shall be governed by the laws of the State of Minnesota without giving
effect to any choice or conflict of laws provision or rule (whether of the State
of Minnesota or any other jurisdiction) that would cause the application of the
laws of any jurisdiction other than the State of Minnesota.

         (g)      The parties agree that any disputes subject to arbitration
pursuant to this Article XV that may also be subject to arbitration proceedings
between respective Affiliates of the parties shall be consolidated with and
subject to arbitration pursuant to this Article XV. The parties further agree
that all issues that are limited to a specific foreign jurisdiction under an
agreement between the respective affiliates of the parties shall be determined
by this Panel pursuant to the consolidation, in reference to the governing law
of the applicable agreement.

         (h)      Each party shall bear the expense of its own arbitrator and
shall share equally with the other party the expense of the umpire and of the
arbitration.

         (i)      Arbitration hereunder shall take place in New York, New York
unless the parties agree otherwise.

         (j)      This Article XV shall survive termination of this Agreement.

                                   ARTICLE XVI

                                   INSOLVENCY

         (a)      In the event of the insolvency of Retrocedant, this
reinsurance shall be payable directly to Retrocedant, or to its liquidator,
receiver, conservator or statutory successor on the basis of the liability of
Retrocedant without diminution because of the insolvency of Retrocedant or
because the liquidator, receiver, conservator or statutory successor of
Retrocedant has failed to pay all or a portion of any claim.


                                       16
<Page>

         (b)      It is agreed, however, that the liquidator, receiver,
conservator or statutory successor of Retrocedant shall give written notice to
Retrocessionaire of the pendency of a claim against Retrocedant indicating the
Reinsurance Contract, which claim would involve a possible liability on the part
of Retrocessionaire within a reasonable time after such claim is filed in the
conservation or liquidation proceeding or in the receivership, and that during
the pendency of such claim, Retrocessionaire may investigate such claim and
interpose, at its own expense, in the proceeding where such claim is to be
adjudicated any 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.

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

                                  ARTICLE XVII

                                     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 the right of offset may exercise such right at
any time whether the balances due are on account of premiums, losses or
otherwise.

                                  ARTICLE XVIII

                              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.


                                       17
<Page>

                                   ARTICLE XIX

                    RESERVES; CREDIT FOR REINSURANCE;SECURITY

         SECTION 19.01 CREDIT FOR REINSURANCE. Retrocessionaire shall take all
actions reasonably necessary, if any, to permit Retrocedant to obtain full
financial statement credit in all applicable U.S. jurisdictions for all
liabilities assumed by 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 XIX, 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 Retrocedant or its claimants under this Agreement.

         SECTION 19.02 EXPENSES. All expenses of establishing and maintaining
any letter of credit or other security arrangement shall be paid by
Retrocessionaire.

         SECTION 19.03

         (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 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


                                       18
<Page>

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 $100 million as of two successive
calendar year ends.

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

                                   ARTICLE XX

                            MISCELLANEOUS PROVISIONS

         SECTION 20.01 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.

         SECTION 20.02 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.

         SECTION 20.03 NO THIRD PARTY BENEFICIARIES. Except as otherwise
specifically provided for in Article XIV 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.

         SECTION 20.04 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.


                                       19
<Page>

         SECTION 20.05 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.

         SECTION 20.06 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:

         St. Paul Fire and Marine Insurance Company
         385 Washington Street
         St. Paul, MN 55102
         Facsimile:  [ NO.      ]
         Attention:  [TITLE]

         If to Retrocessionaire:

         Platinum Underwriters Reinsurance Inc.
         Clarendon House, 2 Church Street
         Hamilton, Bermuda HM11
         Facsimile:  [ NO.       ]
         Attention:  Secretary

         SECTION 20.07 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 check payable in immediately available funds in the event the
party entitled to receive payment has failed to provide wire transfer
instructions.

         SECTION 20.08 HEADINGS. Headings used herein are not a part of this
Agreement and shall not affect the terms hereof.

         SECTION 20.09 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
<Page>

         SECTION 20.10 AMENDMENTS; ENTIRE AGREEMENT. This Agreement may be
amended only by written agreement of the parties. This Agreement, together with
the Formation and Separation Agreement, supersedes all prior discussions and
written and oral agreements and constitutes the sole and entire agreement
between the parties with respect to the subject matter hereof.

         SECTION 20.11 GOVERNING LAW. This Agreement shall be governed by the
laws of the State of Minnesota, without giving effect to principles of conflicts
of laws thereof.





                                       21
<Page>



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

                                          ST. PAUL FIRE AND MARINE
                                          INSURANCE COMPANY

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


                                          PLATINUM UNDERWRITERS
                                          REINSURANCE INC.

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





                                       22
<Page>

                                    EXHIBIT A

                              REINSURANCE CONTRACTS





                                       1
<Page>

                                    EXHIBIT B

                           ADJUSTMENT OF LOSS RESERVES

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





                                      B-1
<Page>

                                    EXHIBIT C

                              INURING RETROCESSIONS

                          [To be provided by Platinum]





                                      C-1
<Page>

                                    EXHIBIT D

                            ALLOCATION OF RECOVERIES

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

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

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





                                      D-1
<Page>

                                    EXHIBIT E

                      ALLOCATION OF RETROCESSIONAL PREMIUMS

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

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

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

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





                                      E-1
<Page>

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





                                      E-2
<Page>

                                    EXHIBIT F

                              ALLOCATION OF LIMITS

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





                                      F-1
<Page>

                                    EXHIBIT G

                          FORM OF RETROCEDANT'S REPORT





                                      G-1
<Page>

                                    EXHIBIT H

                      ALLOCATION OF ADMINISTRATIVE EXPENSES

Consistent with Service Agreements.





                                      G-1