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                                                                   EXHIBIT 10.13

                               DATED   -    , 2002


                  FORM OF ST. PAUL REINSURANCE COMPANY LIMITED

                                       AND

                            PLATINUM RE (UK) LIMITED


                    ----------------------------------------

                           UK UNDERWRITING AGENCY AND

                        UNDERWRITING MANAGEMENT AGREEMENT

                    ----------------------------------------


                                SLAUGHTER AND MAY
                                 ONE BUNHILL ROW
                                     LONDON
                                    EC1Y 8YY

                                    (GWJ/JCD)

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                                        2

                                    CONTENTS

<Table>
<Caption>
                                                                           PAGE
<S>                                                                        <C>
1.    Interpretation                                                        5

2.    Condition                                                             7

3.    Appointment                                                           7

4.    Platinum Re UK's Underwriting Authority                               7

5.    Reports and Records                                                   8

6.    Agency Fee                                                            8

7.    Termination of Agency Arrangements                                    9

8.    Condition                                                             9

9.    Scope of Authority                                                    9

10.   Underwriting Agency                                                   9

11.   Reports and Records                                                  10

12.   Costs And Expenses                                                   10

13.   Term of the Underwriting Management Arrangements                     10

14.   Underwriting Services                                                10

15.   Audit Rights                                                         11

16.   Data Protection and Business Information                             11

17.   Undertakings                                                         12

18.   Arbitration                                                          12

19.   Miscellaneous                                                        13

20.   Notices                                                              14

21.   Governing Law                                                        15

22.   Counterparts                                                         15
</Table>

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                                        3

<Table>
<S>                                                                        <C>
Schedule A                                                                 16

FINITE REINSURANCE CONTRACTS                                               16

Non-Deficit Balance Contracts                                              16

Schedule B                                                                 17

FINITE REINSURANCE CONTRACTS                                               17

Deficit Balance Contracts                                                  17

Schedule C                                                                 18

UNDERWRITING MANAGEMENT BUSINESS                                           18
</Table>

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                                        4

THIS AGREEMENT is made on -, 2002

BETWEEN:

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

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

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

WHEREAS:

A.   The St. Paul Companies, Inc. ("THE 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 AGREEMENT") setting forth certain terms
     governing The 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 The 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 Agreement, The St. Paul and Platinum Holdings
     agreed to procure that St. Paul Re UK and Platinum Re UK would enter into
     an agreement (the "Business Transfer Agreement") under which St. Paul Re UK
     would transfer certain assets associated with its reinsurance activities to
     Platinum Re UK with the intention that Platinum Re UK shall carry on that
     business or part thereof transferred in succession to St. Paul Re UK as a
     going concern.

C.   Pursuant to the Formation Agreement, The St. Paul and Platinum Holdings
     agreed to procure (inter alia) that St. Paul Re UK and Platinum Re UK would
     enter into certain underwriting agency and underwriting management
     arrangements under which Platinum Re UK would act as underwriting agent of
     and/or perform certain underwriting functions on behalf of St. Paul Re UK.

D.   As part of the foregoing, the Parties have agreed to certain interim
     arrangements which, following completion of the Public Offering, will apply
     pending the receipt by Platinum Re UK of authorisation to carry on
     reinsurance business in the United Kingdom. Pursuant to three quota share
     retrocession agreements of even date between St. Paul Re UK and Platinum
     Underwriters Reinsurance Inc., a company licensed to carry on insurance and
     reinsurance business in the United States of America, St. Paul Re UK has
     reinsured certain reinsurance business written or renewed by it on or after
     1st January, 2002 and prior to such authorisation to Platinum Underwriters
     Reinsurance

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                                        5

     Inc., as more particularly set out in those quota share retrocession
     agreements. The Parties have also agreed that pending the receipt by
     Platinum Re UK of such authorisation or, if earlier, 31st December, 2002,
     Platinum Re UK shall act as the agent of St. Paul Re UK in relation to the
     writing and renewal of reinsurance business on behalf of St. Paul Re UK (on
     the terms and conditions set out below).

E.   The Parties wish to provide, subject to and upon Platinum Re UK becoming
     authorised to write insurance business in the United Kingdom, for certain
     specific reinsurance business as specified in Schedule C which is currently
     written by St. Paul Re UK to continue to be so written by St. Paul Re UK
     under the management of Platinum Re UK and on the basis that the same is
     the subject of a 100% quota share reinsurance in favour of Platinum Re UK
     or Platinum Underwriters Reinsurance Inc..

F.   The Parties have agreed that the performance of their respective
     obligations hereunder shall be conducted in a manner that is consistent
     with the regulatory requirements to which the Parties are respectively
     subject from time to time.

WHEREBY IT IS AGREED as follows:

                                PART A - GENERAL

1.   INTERPRETATION

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

     "ACTION"                           means any action, suit, arbitration,
                                        inquiry, proceeding or investigation by
                                        or before any court, any governmental or
                                        other regulatory or administrative
                                        agency or commission or any arbitration
                                        tribunal;

     "AUTHORISATION"                    means the authorisation of Platinum Re
                                        UK under Part IV of the Financial
                                        Services and Markets Act 2000 to carry
                                        on reinsurance business in the United
                                        Kingdom;

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

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

     "IPT"                              means insurance premium tax charged in
                                        accordance with Part III of the Finance
                                        Act 1994 on gross written premium;

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

     "POLICY"                           means a contract of reinsurance which is
                                        in one of the forms determined from time
                                        to time by St. Paul Re UK;

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                                        6

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

     "REINSURANCE"                      includes retrocession;

     "REINSURED CONTRACTS"              has the meaning attributed to it in
                                        clause 10;

     "THE ST. PAUL"                     has the meaning attributed to it in
                                        Recital A; and

     "UNDERWRITING GUIDES"              means the underwriting guides in the
                                        form provided in writing by St. Paul Re
                                        UK to Platinum Re UK on or before the
                                        date hereof, with such changes as are
                                        notified in writing by St. Paul Re UK to
                                        Platinum Re UK from time to time.

1.2  In this agreement, unless otherwise specified:

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

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

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

     (D)  references to an "AFFILIATE" of any person shall be construed so as to
          mean a person which, directly or indirectly, controls, is under common
          control with, or is controlled by, such person;

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

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

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

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

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                                        7

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

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

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

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

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

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

                                 PART B - AGENCY

2.   CONDITION

     The provisions of this Part B of this agreement shall take effect upon
     completion of the Public Offering only if Platinum Re UK has not received
     the Authorisation at that time.

3.   APPOINTMENT

3.1  St. Paul Re UK hereby appoints Platinum Re UK as its disclosed agent to
     perform certain reinsurance underwriting, production management and
     associated functions on its behalf (and in accordance with its instructions
     from time to time, such instructions to be in writing wherever reasonably
     practicable) and Platinum Re UK hereby accepts such appointment, in each
     case on and subject to the conditions of this Part of this agreement.

3.2  St. Paul Re UK hereby confers on Platinum Re UK all powers and authorities
     necessary to enable Platinum Re UK properly to carry out its obligations
     under this Part of this agreement.

4.   PLATINUM RE UK'S UNDERWRITING AUTHORITY

4.1  Until the arrangements under this Part of this agreement are terminated or
     expire, Platinum Re UK shall have authority to accept on behalf of St. Paul
     Re UK any application for traditional reinsurance on the basis of
     information contained in a duly completed application for cover and which
     fulfils the relevant criteria within the Underwriting Guides. It shall be a
     condition of Platinum Re UK's authority that any

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                                        8

     traditional reinsurance business so accepted on behalf of St. Paul Re UK is
     covered under the relevant one hundred per cent. (100%) Quota Share
     Retrocession Agreement between St. Paul Re UK and Platinum Underwriters
     Reinsurance Inc. dated as of the date hereof.

4.2  Until the arrangements under this Part of this agreement are terminated or
     expire, Platinum Re UK shall have authority to accept on behalf of St. Paul
     Re UK any application for finite reinsurance on the basis of information
     contained in a duly completed application for cover and which fulfils the
     relevant criteria within the Underwriting Guides. It shall be a condition
     of Platinum Re UK's authority that any business so accepted on behalf of
     St. Paul Re UK is covered under the relevant one hundred per cent. (100%)
     Quota Share Retrocession Agreement between St. Paul Re UK and Platinum
     Underwriters Reinsurance Inc. dated as of the date hereof.

4.3  Platinum Re UK shall also have authority to offer renewals of cover and to
     make alterations and endorsements to the terms of cover provided that the
     renewal, alteration or endorsement is within the relevant criteria set out
     in the Underwriting Guides.

4.4  Save to the extent that Part C applies, Platinum Re UK shall have no
     underwriting authority on behalf of St. Paul Re UK save as expressly set
     out in this clause.

5.   REPORTS AND RECORDS

5.1  Platinum Re UK shall provide to St. Paul Re UK no later than thirty days
     after the end of each month, reports in such form as St. Paul Re UK may
     reasonably require, in hard copy and electronic form.

5.2  Platinum Re UK shall keep and maintain proper books and records wherein
     shall be recorded all business transacted by it on behalf of St. Paul Re UK
     and shall retain such books and records as may be required by applicable
     law or in accordance with the record retention policies of St. Paul Re UK,
     whichever is longer. All records of Platinum Re UK relating to the business
     of St. Paul Re UK shall be open to inspection by St. Paul Re UK or its
     representatives during regular business hours and Platinum Re UK shall
     provide copies of all such books and records as may be requested by St.
     Paul Re UK at the expense of Platinum Re UK.

6.   AGENCY FEE

     As compensation for its services under this Part of this agreement,
     Platinum Re UK shall receive an agency fee equal to [5]% of the gross net
     written premiums produced by Platinum Re UK for St. Paul Re UK. "Gross net
     written premiums" shall mean gross premiums less return premiums arising
     from reduction in rate, cancellation or otherwise less premiums paid for
     reinsurance which inures to the benefit of St. Paul Re UK.

     [INSTRUCTIONS OF ST. PAUL COMMERCIAL PEOPLE AWAITED. ENSURE REINSURANCE
     COVERS THIS IN 'CEDING COMMISSION']

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                                        9

7.   TERMINATION OF AGENCY ARRANGEMENTS

7.1  The provisions of this Part B of this agreement shall cease to have effect
     upon the receipt by Platinum Re UK of the Authorisation.

7.2  In the event that the Authorisation shall not have occurred by 31st
     December, 2002, this agreement (and not, for the avoidance of doubt, merely
     the provisions of this Part of this agreement) shall terminate in its
     entirety (save for the provisions in Clause 14), neither Party shall have
     any liability to the other save to the extent that the same may have arisen
     prior to such termination and Platinum Re UK shall cease to have any
     authority to act on behalf of St. Paul Re UK, provided, however, that
     subject to the prior approval of the Financial Services Authority, the
     Parties may (but shall be under no obligation to) agree to extend the
     provisions of this Part B of this agreement until the earlier of receipt by
     Platinum Re UK of the Authorisation and the first anniversary of the
     Closing Date.

                        PART C - UNDERWRITING MANAGEMENT

8.   CONDITION

     The provisions of this Part C of this agreement shall take effect upon the
     receipt by Platinum Re UK of the Authorisation.

9.   SCOPE OF AUTHORITY

     Subject to the direction and control of St. Paul Re UK, Platinum Re UK is
     hereby authorised to take and shall undertake all customary and reasonable
     actions required on behalf of and in the name of St. Paul Re UK, including
     but not limited to negotiating, underwriting and executing on behalf of St.
     Paul Re UK renewal reinsurance contracts ("REINSURED CONTRACTS") in respect
     of the contracts specified in Schedule C attached hereto, subject to Clause
     10.

10.  UNDERWRITING AGENCY

     Platinum Re UK shall on behalf of and at the direction of St. Paul Re UK
     underwrite renewals of the finite reinsurance contracts referred to in
     Schedule C attached hereto on such terms as may be specifically agreed to
     by St. Paul Re UK. With respect to the finite contracts of the classes
     specified on Schedule A or newly written under sub-clause 4.2 of this
     Agreement, such contracts will be reinsured under the 100% Quota Share
     Retrocession Agreement (Non-traditional-A) between St. Paul Re UK and
     Platinum Underwriters Reinsurance Inc. dated [    ] (or on such other terms
     (including, where applicable, with Platinum Re UK as the reinsurer) as the
     Parties may from time to time agree). With respect to finite reinsurance
     contracts specified on Schedule B attached hereto, Platinum Re UK or, as
     applicable, Platinum Underwriters Reinsurance Inc. shall propose the terms
     for such reinsurance (including a fair market premium) to St. Paul Re UK
     for the one hundred per cent. (100%) quota share reinsurance to Platinum Re
     UK or, as applicable, Platinum Underwriters Reinsurance Inc. of such
     renewals and St. Paul Re UK may elect, at its sole discretion, whether or
     not to accept such reinsurance.

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                                       10

11.  REPORTS AND RECORDS

11.1 Platinum Re UK shall provide to St. Paul Re UK no later than thirty days
     after the end of each month, reports in a form agreed between the Parties,
     in hard copy and electronic form.

11.2 Platinum Re UK shall keep and maintain proper books and records wherein
     shall be recorded all business transacted by it on behalf of St. Paul Re UK
     and shall retain such books and records as may be required by applicable
     law or in accordance with the record retention policies of St. Paul Re UK,
     whichever is longer. All records of Platinum Re UK relating to the
     Reinsured Contracts of St. Paul Re UK shall be open to inspection by St.
     Paul Re UK or its representatives during regular business hours and
     Platinum Re UK shall provide copies of all such books and records as may be
     requested by St. Paul Re UK at the expense of Platinum Re UK.

12.  COSTS AND EXPENSES

     Platinum Re UK shall bear all charges and expenses incurred by it in
     underwriting and administering the business with respect to the Reinsured
     Contracts reinsured by Platinum Re UK, Platinum Underwriters Reinsurance
     Inc. or any of their affiliates pursuant to this Part C of this agreement.
     With respect to the scheduled services (in this clause, "Underwriting
     Services") provided hereunder for contracts not reinsured by Platinum Re
     UK, Platinum Underwriters Reinsurance Inc. or any of their affiliates, St.
     Paul Re UK shall pay to Platinum Re UK the "actual cost" to Platinum Re UK
     of performing such Underwriting Services (which shall consist of Platinum
     Re UK's direct and reasonable indirect costs), as the case may be, as
     certified in good faith by Platinum Re UK. For greater certainty, the
     Parties agree that "actual cost" will include any incremental and
     out-of-pocket costs incurred by Platinum Re UK in connection with the
     Underwriting Services, including the conversion, acquisition and
     disposition cost of software and equipment acquired for the purposes of
     providing the Underwriting Services and the cost of establishing requisite
     systems and data feeds and hiring necessary personnel.

13.  TERM OF THE UNDERWRITING MANAGEMENT ARRANGEMENTS

     Subject to clause 8 above, the provisions of this Part C of this agreement
     shall continue until the third anniversary of the date hereof. St. Paul Re
     UK will have the option to renew the provisions of this Part C of this
     agreement for another two years upon written notice to Platinum Re UK no
     later than two months prior to the third anniversary of the date hereof.

                           PART D - FURTHER PROVISIONS

14.  UNDERWRITING SERVICES

     If St. Paul Re UK at any time so requests, Platinum Re UK shall renew on
     behalf of St. Paul Re UK any finite Reinsurance Contract to which St. Paul
     Re UK was a party prior

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                                       11

     to the date hereof provided that Platinum Re UK shall have no obligation to
     accept any retrocession of any such Reinsurance Contract and shall be
     entitled to receive reimbursement of costs and expenses on the same basis
     as in Clause 12.

15.  AUDIT RIGHTS

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

15.2 Each Party shall permit and co-operate with any inspection by the regulator
     or appointee of the regulator of the other Party in relation to the
     provision of any of the services hereunder.

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

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

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

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

15.5 Each Party acknowledges that an audit may be required for regulatory
     purposes and shall maintain all relevant records in such manner and to such
     standard as may reasonably be requested by the other Party for the purposes
     of compliance with any regulatory requirements.

16.  DATA PROTECTION AND BUSINESS INFORMATION

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

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

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                                       12

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

17.  UNDERTAKINGS

17.1 Each of the Parties undertakes to the other Party to:

     (A)  act in a prompt, business-like and diligent manner, in good faith and
          in such a way as does not bring the other Party's name into disrepute
          or damage the goodwill of the other Party's business;

     (B)  comply with all applicable laws, bye-laws and the requirements of any
          governmental or regulatory authority relating to the performance of
          the Parties' respective obligations under this Part of this agreement;

     (C)  comply with the terms and conditions of the Policies;

     (D)  without prejudice to the generality of paragraphs (A) and (B) above,
          comply in all respects with the authorisations and registrations of
          the other Party under the Data Protection Act 1998; and

     (E)  deal with requests or enquiries from the other Party promptly and
          efficiently (including, without limitation, with regard to the
          provision of information by Platinum Re UK to enable St. Paul Re UK to
          comply with its regulatory obligations).

17.2 Without prejudice to the generality of sub-clauses 17.1(A) and (B) above
     Platinum Re UK undertakes to St. Paul Re UK to comply in all respects with
     St. Paul Re UK's authorisation to carry on an insurance business in the
     United Kingdom for the purposes of the Financial Services and Markets Act
     2000 and without limitation to permit the Financial Services Authority to
     have access to its premises and to deal with the Financial Services
     Authority in an open and co-operative way.

17.3 Platinum Re UK shall comply with all instructions and requests from St.
     Paul Re UK given or made for the purposes of the agency established
     hereunder or for the purposes of enabling St. Paul Re UK to supervise the
     discharge of such agency.

18.  ARBITRATION

18.1 All disputes and differences arising under or in connection with this
     contract shall be referred to arbitration under the Arbitration Rules of
     the A.I.D.A. Reinsurance and Insurance Arbitration Society of the UK
     ("ARIAS (UK)").

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

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                                       13

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

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

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

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

18.7 The seat of arbitration shall be London.

19.  MISCELLANEOUS

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

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

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

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

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

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

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                                       14

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

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

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

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

20.  NOTICES

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

     if to St. Paul Re UK, to:

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

     if to Platinum Re UK, to:

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

     Copy to:

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

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                                       15

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

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

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

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

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

21.  GOVERNING LAW

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

22.  COUNTERPARTS

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

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

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                                       16

                                   SCHEDULE A

                          FINITE REINSURANCE CONTRACTS

                          NON-DEFICIT BALANCE CONTRACTS

1.   Transatlantic Re Replicat                  Policy No. [      ]

2.   Bahamas First Triplicat                    Policy No. [      ]

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                                       17

                                   SCHEDULE B

                          FINITE REINSURANCE CONTRACTS

                            DEFICIT BALANCE CONTRACTS

1.   Transatlantic Re Risk XS Layers 1 and 2:   Policy No. [      ]

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                                       18

                                   SCHEDULE C

                        UNDERWRITING MANAGEMENT BUSINESS

Transatlantic Re Replicat                    :  Policy No [       ]

Bahamas First Triplicat                      :  Policy No [       ]

Transatlantic Re Risk XS Layers 1 and 2      :  Policy No [       ]

Any new finite business written under
Clause 4.2 of this agreement.

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

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


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