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                                                                   EXHIBIT 10.29

                                  DATED         , 2002


                      ST. PAUL REINSURANCE COMPANY LIMITED


                                     - and -


                            PLATINUM RE (UK) LIMITED



                  --------------------------------------------
                           BUSINESS TRANSFER AGREEMENT
                  --------------------------------------------



                                SLAUGHTER AND MAY
                                 One Bunhill Row
                                 London EC1Y 8YY

                                    CONTENTS

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                                        2

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<Caption>
                                                                            PAGE
<S>   <C>                                                                    <C>
1.    INTERPRETATION                                                          4

2.    TRANSFER                                                                9

3.    CONDITIONS                                                             10

4.    CONDUCT OF BUSINESS BEFORE COMPLETION                                  10

5.    CONSIDERATION                                                          10

6.    VAT                                                                    11

7.    COMPLETION                                                             13

8.    ACTION AFTER COMPLETION                                                13

9.    TRANSFER OF CONTRACTS                                                  16

10.   OBLIGATIONS OF THE TRANSFEREE AFTER COMPLETION                         17

11.   APPORTIONMENT                                                          17

12.   RISK AND INSURANCE                                                     18

13.   [EMPLOYEES                                                             18

14.   DATA PROTECTION                                                        20

15.   BUSINESS RECORDS AND BUSINESS INFORMATION                              20

16.   ASSIGNMENT                                                             21

17.   ENTIRE AGREEMENT                                                       21

18.   REMEDIES AND WAIVERS                                                   21

19.   NOTICES                                                                21

20.   ANNOUNCEMENTS                                                          22

21.   COSTS AND EXPENSES                                                     22

22.   COUNTERPARTS                                                           22

23.   INVALIDITY                                                             23
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                                        3

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<S>   <C>                                                                    <C>
24.   CONTRACTS (RIGHTS OF THIRD PARTIES) ACT 1999                           23

25.   CHOICE OF GOVERNING LAW                                                23

26.   JURISDICTION                                                           23

27.   ARBITRATION                                                            23
</Table>

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THIS AGREEMENT is made the         day of               , 2002

BETWEEN:

1.    ST. PAUL REINSURANCE COMPANY LIMITED a company incorporated in England
      (registered number 01460363) whose registered office is The St. Paul
      House, 27 Camperdown Street, London E1 8DS (the "TRANSFEROR")

AND

2.    PLATINUM RE (UK) LIMITED a company incorporated in England (registered
      number 4413755) whose registered office is at The St. Paul House, 27
      Camperdown Street, London E1 8DS (the "TRANSFEREE")

WHEREAS:

(A)   The St. Paul Companies, Inc. ("ST. PAUL") 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 AND SEPARATION AGREEMENT") setting
      forth certain terms governing St. Paul'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 St. Paul 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 and Separation Agreement, the parties thereto
      have agreed to procure that the Transferor will transfer (or procure the
      transfer of) the Business Assets to the Transferee on the terms set out in
      this Agreement with the intention that the Transferee shall be entitled to
      carry on the Business in succession to the Transferor as a going concern.

(C)   The Transferor carries on the Business (as defined in this Agreement) and
      is the beneficial owner or is otherwise able to procure the transfer of
      the Business Assets.

NOW IT IS HEREBY AGREED as follows:-

1.    INTERPRETATION

1.1   In this Agreement and the schedules to it, the following words and
      expressions, save where the context otherwise requires, shall have the
      following meanings:-

      "ACT"                        means Financial Services and Markets Act
                                   2000;

      "AGREE FORM"                 in relation to any document means the
                                   document in a form agreed by the parties to
                                   this Agreement and initialled for the
                                   purposes of identification by or on behalf of
                                   them;

      "ASSUMED EMPLOYEES"          means those individuals listed in
                                   Schedule 3;

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      "ASSUMED OBLIGATIONS"        means all obligations and liabilities of the
                                   Transferor under the Contracts;

      "AUTHORISATION"              means the date on which the condition listed
                                   in Schedule 1 (Condition) is satisfied;

      "AUTHORISATION DATE"         means the date on which Authorisation takes
                                   place;

      "BUSINESS"                   means the reinsurance business of the
                                   Transferor insofar as it relates to the
                                   reinsurance contracts entered into or renewed
                                   by the Transferor on or after 1st January,
                                   2002 and so that the expression shall include
                                   the Business Goodwill but shall exclude (i)
                                   the assumption of responsibility for the
                                   liabilities arising in respect of all
                                   reinsurance business entered into or renewed
                                   by the Transferor prior to 1st January, 2002
                                   or the management, administration and run-off
                                   of such reinsurance business and (ii) the
                                   right to use the "St. Paul" brand and any
                                   other brand, trade mark, service mark, name,
                                   get-up, logo or device, and any Intellectual
                                   Property and goodwill relating to any of the
                                   foregoing, used from time to time as part of
                                   the insurance branding of the Transferor's
                                   Group;

      "BUSINESS ASSETS"            means:-

                                   (i)       all the assets relating to the
                                             Business (including all the rights
                                             and property relating to the assets
                                             and the benefit of the Contracts)
                                             as specified in the Inventory in
                                             the Agreed Form annexed to this
                                             Agreement; and

                                   (ii)      the Business Intellectual Property;

                                   (iii)     the Business Goodwill and the
                                             Business Renewal Rights; and

                                   but excluding:-

                                   (i)       the Receivables;

                                   (ii)      cash in hand or at the bank used in
                                             the Business;

                                   (iii)     amounts recoverable in respect of
                                             Taxation relating to the Business
                                             Assets attributable to periods
                                             ended on or before, or transactions
                                             occurring on or before, Completion;

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                                   (iv)      [for the avoidance of doubt, any
                                             other item shown in the balance
                                             sheet of the Transferor as a
                                             current asset in respect of the
                                             Business;]

      "BUSINESS DAY"               means a day (other than a Saturday or
                                   Sunday) on which banks are open for business
                                   (other than solely for trading and settlement
                                   in Euros) in London;

      "BUSINESS GOODWILL"          means all the goodwill and connection of the
                                   Transferor in its reinsurance business but,
                                   for the avoidance of doubt, such expression
                                   shall not include any of the Transferor's
                                   goodwill in the Retained Business or in the
                                   "St. Paul" brand or any other Intellectual
                                   Property used from time to time as part of
                                   the insurance branding of the Transferor's
                                   Group;

      "BUSINESS INFORMATION"       means all information and know-how (whether
                                   or not confidential and in whatever form
                                   held) which is proprietary to, or in the
                                   possession of, the Transferor;

      "BUSINESS INTELLECTUAL       means the intellectual property rights listed
      PROPERTY"                    in Schedule 4 and owned by the Transferor in
                                   connection with the Business and all other
                                   Intellectual Property owned and exclusively
                                   used by the Transferor in connection with the
                                   Business but, for the avoidance of doubt,
                                   excluding any Intellectual Property which is
                                   excluded from the definition of "Business"
                                   above;

                                   [NOTE: IS ANY IP THAT IS TO BE TRANSFERRED
                                   GOING TO REQUIRE A LICENCE BACK TO ST. PAUL,
                                   IN THE RUN-OFF PERIOD OR THE LONG TERM?];

                                   [ISSUE RELATING TO PRICING MODELS JOINTLY
                                   DEVELOPED BY US AND UK TO BE CLARIFIED]

      "BUSINESS RECORDS"           means all books and records owned by
                                   the Transferor exclusively containing or
                                   recording Business Information (including,
                                   without limitation, all documents and other
                                   material (including all forms of computer or
                                   machine readable material));

      "BUSINESS RENEWAL RIGHTS"    means all the direct and indirect rights of
                                   the Transferor to seek to renew reinsurance
                                   treaties, contracts and agreements
                                   underwritten by the Transferor and comprised
                                   within the Business and in force on the
                                   Closing Date;

      "COMPANIES ACTS"             means the Companies Act 1985, the Companies
                                   Consolidation (Consequential Provisions) Act
                                   1985 and the Companies Act 1989;

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      "COMPLETION"                 means completion of the transfer of the
                                   Business Assets under this Agreement;

      "CONTRACTS"                  means all the contracts listed in [the
                                   Inventory in the Agreed Form annexed to the
                                   Agreement];

      "DATA PROTECTION             means the Data Protection Act 1998 and all
      LEGISLATION"                 other applicable laws, statutes, regulations,
                                   edicts, bye-laws, mandatory codes of conduct
                                   and mandatory guidelines, existing from time
                                   to time in respect of the processing of
                                   personal data;

      "DISCLOSED DOCUMENTS"        means the documents referred to in the index
                                   in the Agreed Form, which documents the
                                   Transferee acknowledges have been made
                                   available to the Transferee and its advisers;

      "INTELLECTUAL PROPERTY"      means all rights in inventions, patents,
                                   designs, copyrights, trade marks, service
                                   marks, databases, trade secrets and know-how
                                   (whether or not any of those is registered
                                   and including applications for registrations
                                   of the foregoing), together with all rights
                                   or forms of protection of a similar nature or
                                   having equivalent or similar effect to any of
                                   those which may subsist anywhere in the
                                   world;

      "INWARDS REINSURANCES"       means all reinsurance agreements to which the
                                   Transferor is party as a reinsurer;

      "OUTWARDS REINSURANCES"      means all reinsurance agreements to which the
                                   Transferor is party as a reinsured;

      "RECEIVABLES"                means all payments due to the Transferor as
                                   at Completion for goods or services supplied
                                   by the Transferor in the course of carrying
                                   on the Business;

      "REGULATIONS"                means the Transfer of Undertakings
                                   (Protection of Employment) Regulations 1981;

      "RETAINED BUSINESS"          means the business carried on by the
                                   Transferor other than the Business;

      "SHARED INTELLECTUAL         means all Intellectual Property owned by the
      PROPERTY"                    Transferor at Completion and used (but not
                                   exclusively used) by the Transferor in
                                   connection with the Business in the twelve
                                   months prior to Completion, including any
                                   Intellectual Property in the assets listed in
                                   Schedule 5 but, for the avoidance of doubt,
                                   excluding any Intellectual Property which is
                                   excluded from the definition of "Business"
                                   above.

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      "TAX" or "TAXATION"          includes (without limitation) all taxes,
                                   levies, duties, imposts, charges and
                                   withholdings of any nature whatsoever,
                                   whether of the United Kingdom or elsewhere,
                                   together with all penalties, charges and
                                   interest relating to any of them or to any
                                   failure to file any return required for the
                                   purposes of any of them;

      "THIRD PARTY CONSENTS"       means all consents, approvals, authorisations
                                   or waivers required from third parties for
                                   the transfer or assignment of rights and
                                   obligations under any Contract to the
                                   Transferee;

      "TRANSFERRED BUSINESS        means all information relating to (i) the
      CONFIDENTIAL  INFORMATION"   Business Assets and (ii) the Inwards and
                                   Outwards Reinsurances [of a confidential
                                   nature or that is not known to any person
                                   other than the Transferor, the Transferee,
                                   any of their respective groups or any of the
                                   representatives of any of the foregoing];

      "TRANSACTION DOCUMENTS"      means the documents listed in Schedule 5;

      "TRANSFEREE'S GROUP"         means the Transferee, its subsidiaries and
                                   subsidiary undertakings, any holding company
                                   of the Transferee and all other subsidiaries
                                   and subsidiary undertakings of any such
                                   holding company from time to time;

      "TRANSFEROR'S GROUP"         means the Transferor, its subsidiaries
                                   and subsidiary undertakings, any holding
                                   company of the Transferor and all other
                                   subsidiaries and subsidiary undertakings of
                                   any such holding company;

      "VATA 1994"                  means the Value Added Tax Act 1994; and

      "WORKING HOURS"              means 9.00 a.m. to 5.00 p.m. on a Business
                                   Day.

1.2  In construing this Agreement, unless otherwise specified:-

      (A) references to clauses, paragraphs and schedules are to clauses and
          paragraphs of or schedules to this Agreement;

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

      (C) the schedules and any attachments 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 and any attachments;

      (D) use of any gender includes the other gender;

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      (E) references to a "PERSON" shall be construed so as to include any
          individual, firm, company or other body corporate, government, state
          or agency of a state, local or municipal authority or government body
          or any joint venture, association or partnership (whether or not
          having separate legal personality);

      (F) any reference to a "DAY" (including within the phrase "BUSINESS DAY")
          shall mean a period of 24 hours running from midnight to midnight;

      (G) the expressions "HOLDING COMPANY", "SUBSIDIARY" and "SUBSIDIARY
          UNDERTAKING" shall have the meaning given in the Companies Acts;

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

      (I) references to times of day are to London time;

      (J) a reference to any statute or statutory provision shall be construed
          as a reference to the same as it may have been, or may from time to
          time be, consolidated, amended, modified or re-enacted;

      (K) a reference to any agreement shall be construed as a reference to the
          same as it may have been, or may from time to time be, amended,
          modified, varied or novated;

      (L) references to the knowledge, belief or awareness of the Transferor (or
          similar phrases) shall be limited to the actual knowledge of [the
          executive directors of Transferor]; and

      (M) 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 treated as including what most nearly approximates in
          that jurisdiction to the English legal term.

2.    TRANSFER

2.1   The Transferor agrees to transfer or procure the transfer and the
      Transferee agrees to accept the transfer of the Business Assets as a going
      concern at and with effect from Completion, with the intention that the
      Transferee shall carry on the Business in succession to the Transferor,
      the Business being so carried on by the Transferee in succession to the
      Transferor pending satisfaction of the condition listed in Schedule 1
      (Condition) by the Transferor acting in accordance with its rights and
      obligations pursuant to the UK Underwriting Agency and Underwriting
      Management Agreement.

2.2   CLAUSE 2.1 shall operate as an assignment of such of the Business
      Intellectual Property as is not the subject of a registration or an
      application for registration with effect from Completion. Any Business
      Intellectual Property which is registered or which is the subject of an
      application for registration shall be assigned to the Transferee.

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2.3   Where consent of a third party is required for the transfer of any
      Business Asset to the Transferee, the Transferor shall use commercially
      reasonable endeavours to obtain such consent. For the avoidance of doubt
      the Transferor shall not be required to make any payment to any third
      party to procure such consent and the Transferor shall have no liability
      to the Transferee to the extent that such consent is not obtained by the
      Closing Date.

2.4   The consideration for the transfers pursuant to sub-clauses 2.1 and 2.2
      will be as set out in CLAUSE 5 (Consideration).

2.5   For the avoidance of doubt, Part 1 Law of Property (Miscellaneous
      Provisions) Act 1994 shall not apply for the purposes of this clause.

      [ST. PAUL AND PLATINUM TO CONSIDER WHETHER THE 1ST AND 7TH FLOORS AT 52
      LIME STREET ARE TO BE ASSIGNED OR SUB-LEASED TO PLATINUM.]

2.6   The Transferor shall, with effect from Completion, grant to the Transferee
      a perpetual, non-exclusive, irrevocable, royalty-free, assignable licence
      (with the right to sublicense) to use the Shared Intellectual Property in
      connection with the Business as developed by the Transferee after
      Completion.

3.    CONDITIONS

3.1   Each of the Transferor and the Transferee will use commercially reasonable
      endeavours to fulfil or procure the fulfilment of the condition listed in
      SCHEDULE 1 (Condition) as soon as possible and in any event before [30th
      June, 2003].

3.2   The Transferee undertakes to keep the Transferor informed as to progress
      towards the satisfaction of the condition listed in SCHEDULE 1 (Condition)
      and in particular (but without limitation) to disclose in writing to the
      Transferor anything which will or may prevent such condition from being
      satisfied by [30th June, 2003] immediately where it comes to the notice of
      the Transferee.

4.    CONDUCT OF BUSINESS BEFORE COMPLETION

      The Transferor will procure that, between the date of this Agreement and
      Completion, the Business will be carried on in the ordinary and usual
      course.

5.    CONSIDERATION

5.1   The consideration for the transfer of the Business Assets shall be [the
      issue to the Transferor of - common shares in Platinum Holdings].

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5.2   The consideration shall be allocated as follows:-

      (A) all the assets relating to the Business (including   L[       ];
          all the rights and property relating to the assets
          and the benefit of the Contracts) as specified in
          the Inventory in the Agreed Form annexed to this
          Agreement

      (B) the Business Goodwill                                L[       ];

      (C) Business Renewal Rights                              L[       ]; and

      (D) the Business Intellectual Property                   L[       ].

5.3   The consideration for the transfer of the Business Assets shall be
      delivered in accordance with CLAUSE 7 (Completion) and may be adjusted
      under CLAUSE 6 (VAT) and other terms of this Agreement.

6.    VAT

      [NOTE: IT IS IMPORTANT THAT PLATINUM RE (UK) SHOULD BE REGISTERED FOR VAT
      PURPOSES.]

6.1   The Transferor and the Transferee shall use commercially reasonable
      endeavours to procure that the transfer of the Business Assets under this
      Agreement is treated by H.M. Customs & Excise as a transfer of a business
      as a going concern for the purposes of both section 49(1) VATA 1994 and
      article 5 Value Added Tax (Special Provisions) Order 1995, except that the
      Transferor shall not be required by virtue of this clause to make any
      appeal to any court against any determination of H.M. Customs & Excise
      that the transfer does not fall to be so treated (so that any such appeal
      shall be made solely in accordance with the provisions of CLAUSE 6.5).

6.2   The Transferee declares that it is [duly registered for VAT purposes under
      registration number [-] or that it will become liable to be so registered
      upon the transfer of the Business Assets] and that the Transferee shall
      upon and immediately after Completion use the Business Assets to carry on
      the same kind of business (whether or not as part of any existing business
      of the Transferee) as that carried on by the Transferor in relation to the
      Business Assets before Completion.

6.3   The Transferor shall be entitled to retain all the records of the Business
      which under paragraph 6 of Schedule 11 to the VATA 1994 are required to be
      preserved after Completion and shall request the Commissioners of H.M.
      Customs & Excise to so direct in accordance with section 49(1)(b) VATA
      1994. The Transferee shall render all reasonable assistance to the
      Transferor in connection with such a request.

6.4   The Transferor shall preserve all the records of the Business that it is
      entitled to retain pursuant to SUB-CLAUSE 6.3 for a period consistent with
      the longer of its document retention policy in effect at Completion or for
      a period of not less than six years from Completion (or for such longer
      period as may be required by law) and, upon being given reasonable notice
      by the Transferee or its agents, the Transferor shall make those

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      records available to the Transferee or its agents for inspection (during
      Working Hours) or copying (at the Transferee's expense).

6.5   (A) If, notwithstanding the provisions of CLAUSE 6.2, H.M. Customs &
          Excise shall determine that VAT is chargeable in respect of the supply
          of all or any part of the Business Assets under this Agreement, the
          Transferor shall notify the Transferee of that determination within
          seven days of its being so advised by H.M. Customs & Excise and the
          Transferee shall, unless it exercises its rights under CLAUSE 6.5(B),
          pay to the Transferor in cash by way of additional consideration a sum
          equal to the amount of VAT determined by H.M. Customs & Excise to be
          so chargeable including any interest and penalties thereon within 14
          days of the Transferor notifying the Transferee of that determination
          (against delivery by the Transferor of an appropriate VAT invoice).

      (B) If the Transferee disagrees with the determination of H.M. Customs &
          Excise referred to in CLAUSE 6.5(A), it may, within seven days of
          being notified by the Transferor of that determination, give notice to
          the Transferor that it requires the Transferor to obtain a review by
          the Commissioners of H.M. Customs & Excise of that determination and
          the Transferor shall forthwith request the Commissioners to undertake
          that review.

      (C) Upon the Transferor being advised by the Commissioners of H.M. Customs
          & Excise of their decision arising out of the review referred to in
          CLAUSE 6.5(B), the Transferor shall forthwith notify the Transferee as
          soon as possible of that decision and, if the Transferee disagrees
          with that decision, the Transferee may:-

          (i)  give notice to the Transferor that it requires the Transferor
               (subject to due compliance by the Transferee with CLAUSE 6.5(D))
               to make all such appeals against that decision as the Transferee
               shall reasonably request from time to time in such manner as the
               Transferee shall reasonably request from time to time; or

          (ii) itself make all such appeals against that decision as the
               Transferee shall consider appropriate with such assistance from
               the Transferor as the Transferee shall reasonably request from
               time to time

          and, in either such case, the Transferor shall, subject to due
          compliance by the Transferee with CLAUSE 6.5(D), promptly
          comply with any such request by the Transferee.

      (D) The Transferor shall not be obliged to take any action under CLAUSE
          6.5(C) unless the Transferee shall indemnify the Transferor against
          all reasonable costs, charges and expenses that the Transferor may
          properly incur in taking any such action and, in any case where an
          appeal cannot be made against the decision of the Commissioners
          without the Transferor accounting for the VAT referred to in CLAUSE
          6.5(A), unless the Transferee shall also pay to the Transferor in cash
          an amount equal to that amount (against delivery by the Transferor of
          an appropriate VAT invoice).

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      (E) Within 14 days of the decision of the Commissioners referred to in
          CLAUSE 6.5(C) or, if the Transferee shall have required any appeal or
          appeals to be made in accordance with that paragraph, within 14 days
          of the decision of the court or tribunal to which the final such
          appeal has been made:-

          (i)  the Transferee shall pay to the Transferor in cash a sum equal to
               the amount of VAT that has thereby been determined to be properly
               chargeable in respect of the supply of all or any part of the
               Business Assets under this Agreement (against delivery by the
               Transferor of an appropriate VAT invoice) after deducting from
               that sum any amount previously paid by the Transferee to the
               Transferor under CLAUSE 6.5(D); or

          (ii) if the amount previously paid by the Transferee to the Transferor
               under CLAUSE 6.5(D) exceeds the VAT that has been determined to
               be properly chargeable in respect of the supply referred to
               above, the Transferor shall pay to the Transferee in cash an
               amount equal to the excess (which payment shall be treated as a
               reduction in the consideration payable for the Business) and
               deliver to the Transferee an appropriate credit note for VAT
               purposes.

7.    COMPLETION

7.1   Completion shall take place simultaneously with the Closing (as defined in
      the Formation and Separation Agreement).

7.2   At Completion the Transferor and the Transferee shall do or procure the
      carrying out of those things listed in SCHEDULE 2 (Completion
      arrangements).

8.    ACTION AFTER COMPLETION

8.1   All notifications and correspondence relating to the Business Assets which
      are received by any member of the Transferor's Group on or after
      Completion shall as soon as reasonably practicable be passed to the
      Transferee.

8.2   For a period of two years following the Closing Date neither the
      Transferor nor any member of the Transferor's Group nor any of their
      respective directors, officers or agents may employ, offer to employ or
      solicit with a view to employment any of the Assumed Employees.

8.3   Subject to SUB-CLAUSES 8.4 TO 8.6 of this Agreement, for a period starting
      from Completion and ending on the date two years following the Closing
      Date (the "RESTRICTED PERIOD") the Transferor shall not (and shall procure
      that no member of the Transferor's Group shall):

      (A) offer, issue, sell, refer or promote, directly or indirectly, any
          contracts, treaties or agreements of reinsurance of the same type as
          those comprised in the Business provided that the Transferee or any
          member of the Transferee's Group continue to

<Page>

          provide, during the Restricted Period, reinsurance coverage of such
          types to third parties; or

      (B) disclose to any person (other than the Transferor or any member of the
          Transferor's Group or the Transferee or any member of the Transferee's
          Group) any Transferred Business Confidential Information that relates
          exclusively to the Business except in connection with (i) the
          administration of reinsurance contracts with inception dates prior to
          1st January, 2002 (the "RUN-OFF BUSINESS") or (ii) the Retained
          Business.

8.4   Notwithstanding SUB-CLAUSE 8.3 neither the Transferor nor any member of
      the Transferor's Group is prohibited from performing the following
      activities [(including without limitation, using and disclosing the
      Transferred Business Confidential Information in the ordinary course of
      such activities)]:

      (A) engaging in any line of business in which it is engaged immediately
          after Completion and for which Business Renewal Rights were not
          transferred hereunder including, without limitation, administration of
          the "Run-off Business" (but not including any renewals thereof),
          purchasing reinsurance for its own account, reinsurance business
          written through St. Paul's Discover Re operation and Lloyd's of London
          operation and property catastrophe facultative reinsurance business
          written by St. Paul's CATRisk Property division;

      (B) acquiring any person or any interest in any person engaged in any line
          of business except for an acquisition of an interest of 50% or more of
          any person that generated 50% or more of its gross revenues (excluding
          investment income and realised investment gains and losses) in its
          most recent audited financial statement by writing property or
          casualty reinsurance (a "PERMITTED ACQUIREE"), provided that any
          Permitted Acquiree may not use any marks, designs, logos, slogans,
          names, words or letters which include the words "St. Paul", "United
          States Fidelity and Guaranty" or "Fire and Marine" or those that are
          suggestive or, derivative thereof or any logo or mark identified with
          (or likely to be confused or associated with) "St. Paul", "United
          States Fidelity and Guaranty" or "Fire and Marine" (except as may be
          required by law) in connection with its reinsurance business, if any;

      (C) making investments in the ordinary course of business in any person
          that is engaged primarily in the reinsurance business (i.e. a person
          that in its most recent audited financial statement derived more than
          85% of its gross revenues (excluding investment income and realised
          investment gains and losses) from writing property or casualty
          reinsurance or, in the case of a new company, that expects to derive
          more than 85% of its annual gross revenues (excluding investment
          income and realised investment gains and losses) from writing such
          contracts), provided that the Transferor or such member of the
          Transferor's Group holds any such investment as a passive investment
          and does not exercise control over the management of such person, and
          provided further that for so long as the Transferor or such member of
          the Transferor's Group continues to own 10% or more of the ordinary
          shares of such person, any such passive investment of the Transferor
          or such member of the Transferor's Group may not exceed 10% of the
          voting securities of such person; or

<Page>

      (D) soliciting, offering, issuing, selling, purchasing or referring any
          contracts of reinsurance of any type to, from or with any member of
          the Transferor's Group or engaging in any reinsurance activities in
          connection with the Run-off Business (other than renewals thereof) or
          with finite business covered by a Quota Share Retrocession Agreement
          (as defined in the Formation and Separation Agreement).

8.5   SUB-CLAUSE 8.3 shall not apply to any member of the Transferor's Group
      after the time such member ceases to be a member of the Transferor's
      Group. For the avoidance of doubt, SUB-CLAUSE 8.3 also does not apply to
      any person which on or after Completion becomes a member of the
      Transferor's Group including any person that acquires all or substantially
      all of the shares or assets of the Transferor through merger,
      consolidation, tender offer, acquisition of assets or otherwise provided,
      however, that paragraphs (B) and (C) of sub-clause 8.3 shall apply to such
      person.

8.6   Transferred Business Confidential Information shall not include
      information relating to the Business 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 obligations of
      confidentiality. After Completion if the Transferor or any member of the
      Transferor's Group or any of their respective directors, officers or
      agents is legally requested or otherwise required by (whether or not the
      requirement has the force of law) any securities exchange or regulatory or
      governmental body to which such person is subject or submits, wherever
      situated (including (amongst other bodies) the UK 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 Transferred Business Confidential
      Information, the Transferor shall (or shall procure that the relevant
      member of the Transferor's Group shall) provide the Transferee with prompt
      written notice of such request or requirement. If the Transferee takes any
      steps to avoid or limit disclosure, the Transferor shall (or shall procure
      that the relevant member of the Transferor's Group shall) shall co-operate
      with the Transferee at the Transferee's expense. If, in the absence of
      such protective steps (or if such protective steps fail to avoid or limit
      disclosure of the relevant Transferred Business Confidential Information),
      the Transferor or such member of the Transferor's Group is compelled to
      disclose any Transferred Business Confidential Information, the Transferor
      or such member of the Transferor's Group may disclose any such Transferred
      Business Confidential Information without liability hereunder.

8.7   Commencing on the Completion Date, the Transferee shall not (and shall
      procure that no member of the Transferee's Group shall) use any marks,
      designs, logos, slogans, names, words or letters which include the words
      "St. Paul", "United States Fidelity and Guaranty", "Fire and Marine" or
      those that are suggestive or derivative thereof or therefrom or which are
      likely to be confused or associated with such words, except:

      (A) as may be required by law;

      (B) for the purposes of historical identification in materials not
          designed as advertising or solicitation;

      (C) as provided under the Transitional Trademark License Agreement (as
          defined in the Formation and Separation Agreement); and

<Page>

      (D) pursuant to the Underwriting Management Agreement (as defined in the
          Formation and Separation Agreement) and the UK Underwriting Management
          Agreement (as defined in the Formation and Separation Agreement).

8.8   Commencing on the Authorisation Date, the Transferee shall not (and shall
      procure that members of the Transferee's Group shall not) use any printed
      materials or other means of communication which state, suggest or imply
      any affiliation with the Transferor or any member of the Transferor's
      Group following Authorisation.

8.9   Each party agrees that neither it nor any member of its group shall make
      any statement that would reasonably be viewed as intended to be
      disparaging of the business, reputation or good name of the other.

8.10  Each party acknowledges that money damages would not be a sufficient
      remedy for any breach of sub-clauses 8.7 to 8.9 by the other or any member
      of its group or any of their respective directors, officers or agents.

8.11  The Transferor shall procure that each of [St. Paul's at Lloyd's], [St.
      Paul International Insurance Company Limited] and [Union America Insurance
      Company Limited] shall enter into separate deeds of covenant in terms
      substantially similar to those in SUB-CLAUSES 8.3 TO 8.6 with the
      Transferee.

[8.12 The obligations of the parties under SUB-CLAUSES 8.3 TO 8.8 shall
      absolutely determine if Authorisation has not occurred by [30th June,
      2003]. For the avoidance of doubt all rights and liabilities of the
      parties under this CLAUSE 8 which have accrued before such termination
      shall continue to exist.]

9.    TRANSFER OF CONTRACTS

9.1   Subject to CLAUSE 9.2, the Transferee shall become entitled to the
      benefits of the Transferor under the Contracts and this Agreement shall
      constitute an assignment of the benefit of all Contracts to the Transferee
      with effect from Completion.

9.2   This Agreement shall not constitute an assignment or attempted assignment
      of any Contract if the assignment or attempted assignment would constitute
      a breach of (or otherwise affect the rights assigned under) such Contract.

9.3   Where a Third Party Consent is required to the assignment of the benefit
      of any of the Contracts to the Transferee, the Transferor shall use
      commercially reasonable endeavours to obtain any such Third Party Consent
      prior to the Closing Date. Upon whichever is the later of Completion and
      any such Third Party Consent being obtained, this Agreement shall
      constitute an assignment of the benefit of the Contract to which that
      Third Party Consent relates. If the Transferor has not obtained such
      consent prior to the Closing Date, the Transferor, for a period of up to
      12 months subsequent to the Closing Date, shall reasonably co-operate with
      the Transferee in attempting to obtain such consent as promptly thereafter
      as practicable, provided that the Transferee shall promptly reimburse the
      Transferor for any reasonable legal and other expenses incurred in
      connection with such co-operation as such expenses are incurred.

<Page>

9.4   After Completion, and until any necessary Third Party Consent to the
      assignment of a Contract is obtained, the following provisions shall apply
      (except for any Contract relating to Intellectual Property or know how
      where a Third Party Consent is necessary):-

      (A) the Transferor shall be treated as holding the benefit of that
          Contract in trust for the Transferee and any benefit will be promptly
          paid over to the Transferee; and

      (B) if it is permissible under the Contract, the Transferee shall perform
          on behalf of the Transferor (but at the Transferee's expense), in
          accordance with the provisions of CLAUSE 10.2 (Obligations of the
          Transferee after Completion), the obligations of the Transferor under
          that Contract.

10.   OBLIGATIONS OF THE TRANSFEREE AFTER COMPLETION

10.1  Except as otherwise provided in this Agreement, the Transferee undertakes
      to the Transferor that, with effect from Completion, it will properly
      perform, assume, pay and discharge when due, and indemnify the Transferor
      and members of the Transferor's Group against all liabilities, losses,
      charges, costs, claims or demands in respect of, all Assumed Obligations.

10.2  The Transferee undertakes that from Completion it will perform the
      outstanding obligations and liabilities under the Contracts.

11.   APPORTIONMENT

11.1  Without limiting CLAUSE 9.4(A) (Transfer of Contracts), all moneys or
      other items belonging to the Transferee which are received by the
      Transferor or any member of the Transferor's Group on or after Completion
      in connection with the Business Assets shall be held in trust by the
      Transferor for the Transferee and shall be promptly paid over to the
      Transferee.

11.2  All moneys or other items belonging to the Transferor which are received
      by the Transferee or any member of the Transferee's Group on or after
      Completion shall be held in trust by the Transferee for the Transferor and
      shall be promptly paid over to the Transferor.

11.3  Where anything (including any service) has been provided to the Transferor
      in connection with the Business Assets prior to Completion, but any
      payment has been made by the Transferee in respect of the price or cost of
      it, the Transferor shall pay to the Transferee a sum equal to the amount
      of that payment (excluding any amount in respect VAT thereon and suitably
      apportioned where the payment relates to the provision of goods or a
      service over a period commencing prior to, and ending after, Completion)
      and shall hold such sum for the Transferee until it is promptly paid over.

11.4  Where anything (including any service) is to be provided to the Transferee
      in connection with the Business Assets after Completion, but any payment
      (by way of deposit, prepayment or otherwise) has been made by the
      Transferor in respect of the price or cost of it before Completion, the
      Transferee shall pay to the Transferor a sum equal to the amount of that
      payment (excluding any amount in respect of VAT thereon and

<Page>

      suitably apportioned where the payment relates to the provision of goods
      or a service over a period commencing prior to, and ending after,
      Completion) and shall hold such sum for the Transferor until it is
      promptly paid over.

11.5  Where anything (including any service) is to be provided by the Transferee
      under any of the Contracts after Completion, but any payment (whether by
      way of deposit, prepayment or otherwise) in respect of the price or cost
      of it has been received by the Transferor before Completion, the
      Transferor shall pay to the Transferee a sum equal to the amount of that
      payment (excluding any amount in respect of output VAT for which the
      Transferor is required to account and suitably apportioned where the
      payment relates to the provision of goods or a service over a period
      commencing prior to, and ending after, Completion) and shall hold such sum
      for the Transferee until it is promptly paid over.

11.6  Where anything (including any service) is provided by the Transferor under
      any of the Contracts before Completion, but any payment in respect of the
      price or cost of it has been received by the Transferee after Completion,
      the Transferee shall pay to the Transferor a sum equal to the amount of
      that payment (excluding any amount in respect of output VAT for which the
      Transferee is required to account and suitably apportioned where the
      payment relates to the provision of goods or a service over a period
      commencing prior to, and ending after, Completion) and shall hold such sum
      for the Transferor until it is promptly paid over.

11.7  All other prepayments and accruals relating to the Business Assets or the
      Assumed Employees (including, without limitation, in respect of holiday
      pay and bonus payments due to Assumed Employees) shall, to the extent that
      they relate to any period commencing prior to and ending after Completion,
      be apportioned on a fair and equitable basis between the Transferor and
      Transferee and an appropriate payment shall be made to reflect that
      apportionment.

12.   RISK AND INSURANCE

Risk in the Business Assets shall pass on Completion.

13.   [EMPLOYEES

13.1  The Regulations will apply to the transfer of the Business under this
      Agreement, so that the contracts of employment of the Assumed Employees
      (except in respect of terms relating to occupational pension arrangements)
      will have effect from the Closing Date as if originally made between the
      Transferee and the Assumed Employees.

13.2  (A) If for any reason the contract of employment of any person who is not
          an Assumed Employee is found or alleged to have effect after the date
          of this Agreement as if originally made with the Transferee, the
          Transferor, in consultation with the Transferee, will, within 14 days
          of being so requested by the Transferee, make to that person an offer
          in writing to employ him under a new contract of employment, to take
          effect upon the termination referred to in CLAUSE 13.2(B), identical
          in all respects to that person's contract of employment

<Page>

          immediately before the date of this Agreement. However, the Transferee
          must make the request no later than [14] days after becoming aware of
          the finding or allegation.

      (B) Once that offer has been made (or after the expiry of [14] days after
          it has been requested), the Transferee may terminate the employment of
          the person concerned and, so long as that termination is effected
          within [six] months after the Closing Date, the Transferor will
          indemnify the Transferee against any sums payable to, or on behalf of
          such person in respect of his employment on or after the Closing Date
          and against any claims or losses arising out of such termination.

13.3  (A) If the contract of employment of any Assumed Employee is found or
          alleged not to have effect after the date of this Agreement as if
          originally made with the Transferee, other than by virtue of
          Regulation 5(4A) of the Regulations, the Transferee, in consultation
          with the Transferor, will, within 14 days of being so requested by the
          Transferor, make to that Assumed Employee an offer in writing to
          employ him under a new contract of employment, to take effect upon the
          termination referred to in CLAUSE 13.3(B), on terms and conditions
          which (other than the identity of the employer and any terms and
          conditions relating to an occupational pension scheme) will not differ
          from the corresponding provisions of the Assumed Employee's contract
          of employment immediately before the date of this Agreement. However
          the Transferor must make the request no later than [14] days after the
          Transferor becomes aware of such finding or allegation.

      (B) Once that offer has been made (or after the expiry of [14] days after
          it has been requested), the Transferor shall terminate the employment
          of the Assumed Employee concerned and, so long as that termination is
          effected within [six] months after the Closing Date, the Transferee
          shall indemnify the Transferor against sums payable to or losses
          arising from, that Assumed Employee's employment from the Closing Date
          and any claims or losses arising out of such termination.

13.4  All wages, salaries, liabilities in respect of the Pay As You Earn System
      and National Insurance Contributions and other periodic outgoings in
      respect of the Assumed Employees which relate to a period:-

      (A) after the Closing Date shall be borne by the Transferee; and

      (B) before the Closing Date shall be borne by the Transferor.

13.5  The Transferor shall indemnify the Transferee against any claim in respect
      of:-

      (A) any breach of contract or applicable law by the Transferor in respect
          of any of the Assumed Employees at any time prior to the Closing Date;

      (B) the termination of the employment prior to the Closing Date of any
          person who was formerly assigned to the Business;

<Page>

      (C) subject to CLAUSE 13.6 any failure by the Transferor to comply with
          its obligations under Regulation 10 of the Regulations; and

      (D) any breach of CLAUSE 13.4(B).

13.6  The Transferee shall indemnify the Transferor against any claim in respect
      of:-

      (A) the employment of any Assumed Employee during the period after the
          Closing Date including, without limitation, any changes to terms and
          conditions of employment by the Transferee;

      (B) any termination of the employment of any Assumed Employee by the
          Transferee after the Closing Date;

      (C) any failure by the Transferee to comply with its obligations under
          Regulation 10(3) of the Regulations;

      (D) any breach of CLAUSE 13.4(A);

      (E) the change in the identity of the employer being significant and to
          the detriment of the Assumed Employee; and

      (F) any anticipatory breach of contract of employment or anticipatory
          substantial change in the working conditions of an Assumed Employee by
          the Transferee.]

13.7  [Pensions and other employee benefit provisions relevant to transfer - to
      be discussed.]

14.   DATA PROTECTION

      The Transferee shall at all times comply with all requirements of the Data
      Protection Legislation in respect of the Business including, without
      limitation, by giving any necessary notification to the Data Protection
      Commissioner under Section 18 of the Data Protection Act 1998 prior to
      Completion.

15.   BUSINESS RECORDS AND BUSINESS INFORMATION

15.1  The Transferor shall retain all the Business Records. On Completion, the
      Transferor shall deliver to the Transferee copies of all books, records,
      ledgers, files, reports, accounts, data, plans and operating records,
      whether in hard copy, electronic format, magnetic or other media, which
      are related to (i) the Business Assets and (ii) the Inwards and Outwards
      Reinsurances.

15.2  The Transferor acknowledges that the Transferee wishes to inspect and/or
      copy the Business Records to the extent that they relate to the Business
      (whether exclusively or non-exclusively) and, accordingly, the Transferor
      shall, upon being given reasonable notice by the Transferee or its agents
      and subject to all rights of third parties, make such Business Records
      available to the Transferee or its agents for inspection (during Working
      Hours) and to the extent reasonably necessary in connection with the
      operation of the Business, copying for a period of seven years from
      Completion.

<Page>

15.3  Notwithstanding sub-clause 15.2 the Transferor shall, upon being given
      reasonable notice by the Transferee or its agents and subject to all
      rights of third parties, make available to the Transferee copies of the
      underwriting files for [reinsurance] contracts underwritten by the
      Transferor which are of the same class as those compromised in the
      Business in the underwriting years of 1997, 1998, 1999, 2000 and 2001.

16.   ASSIGNMENT

      This Agreement shall not be assignable by any party hereto without the
      prior written consent of the other party.

17.   ENTIRE AGREEMENT

17.1  Together this Agreement and the Transaction Documents constitute the whole
      and only agreement between the parties relating to the transfer of the
      Business Assets.

17.2  This Agreement may only be varied in writing signed by each of the
      parties.

17.3  Except in the case of fraud, no party shall have any right of action
      against the other party to this Agreement arising out of or in connection
      with any draft, agreement, undertaking, representation, warranty, promise,
      assurance or arrangement of any nature whatsoever, whether or not in
      writing, relating to the subject matter of this Agreement and Transaction
      Documents made or given by any person at any time prior to the date of
      this Agreement except to the extent that it is repeated in this Agreement
      or any Transaction Document.

18.   REMEDIES AND WAIVERS

18.1  No failure by either party to this agreement to take any action or assert
      any right hereunder shall be deemed to be a waiver of such right in the
      event of the continuation or repetition of the circumstances giving rise
      to such right, unless expressly waived in writing.

18.2  The single or partial exercise of any right, power or remedy provided by
      law or under this Agreement shall not preclude any other or further
      exercise of it or the exercise of any other right, power or remedy.

18.3  The rights, powers and remedies provided in this Agreement are cumulative
      and not exclusive of any rights, powers and remedies provided by law.

19.   NOTICES

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

<Page>

<Table>
<Caption>
        Party and title of individual        Address                Facsimile no.
        -----------------------------        -------                -------------
      <S>                                 <C>                  <C>
      Transferor                          [          ]         [           ]
      f.a.o. [         ]

      Transferee                          [          ]         [           ]
      f.a.o. [         ]
</Table>

20.   ANNOUNCEMENTS

20.1  Neither party to this agreement shall make, or cause to be made, any press
      release or public announcement in respect of this agreement or the
      transactions contemplated hereby or otherwise communicate with any news
      media without the prior written consent of the other party and the parties
      shall co-operate as to the timing and contents of any such press release
      or public announcement. This clause does not apply in the circumstances
      described in CLAUSE 20.2.

20.2  A party may, after consultation with the others, make an announcement
      concerning the transfer of Business Assets or any ancillary matter if
      required by:-

      (A) law; or

      (B) any securities exchange or regulatory or governmental body to which
          any party is subject or submits, wherever situated, including (amongst
          other bodies) the UK 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 whether or not the requirement has the force of law.

20.3  The restrictions contained in this CLAUSE 23 shall continue to apply after
      the termination of this Agreement without limit in time.

21.   COSTS AND EXPENSES

      Except as otherwise stated in this Agreement (or any agreement referred to
      in this Agreement), each of the Transferor and the Transferee shall pay
      its own costs and expenses in relation to the negotiations leading up to
      the transfer of the Business and to the preparation, execution and
      carrying into effect of this Agreement and all other documents referred to
      in it.

22.   COUNTERPARTS

22.1  This Agreement may be executed in any number of counterparts, and by the
      Transferor and the Transferee on separate counterparts, but shall not be
      effective until each party has executed at least one counterpart.

22.2  Each counterpart shall constitute an original of this Agreement, but all
      the counterparts shall together constitute but one and the same
      instrument.

<Page>

23.   INVALIDITY

      If at any time any provision of this Agreement is or becomes illegal,
      invalid or unenforceable in any respect under the law of any jurisdiction,
      that shall not affect or impair:-

      (A) the legality, validity or enforceability in that jurisdiction of any
          other provision of this Agreement; or

      (B) the legality, validity or enforceability under the law of any other
          jurisdiction of that or any other provision of this Agreement.

24.   CONTRACTS (RIGHTS OF THIRD PARTIES) ACT 1999

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

25.   CHOICE OF GOVERNING LAW

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

26.   JURISDICTION

      The courts of 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. This jurisdiction agreement is irrevocable
      and is for the exclusive benefit of the Transferor.

27.   ARBITRATION

27.1  Subject to CLAUSE 27.10, 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.

27.2  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.

27.3  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).

27.4  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

<Page>

      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.

27.5  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.

27.6  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, 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.

27.7  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.

27.8  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.

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

27.10 If any matter in difference between the parties under this Agreement is
      related to a matter of difference in the United States of America, such
      matter will be subject to whatever arbitration procedure applied to the
      matter of difference in the United States of America, provided that the
      arbitrator or arbitrators shall apply English law in respect of those
      aspects of the matter which relate to the matter in difference between the
      parties under this Agreement.

IN WITNESS whereof the parties have entered into this Agreement the day and year
first before written.


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

<Page>

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