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                                                                   EXHIBIT 10.38


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                             FORM OF TRUST AGREEMENT

                         Dated as of _____________, 2002


                                      among


                     PLATINUM UNDERWRITERS REINSURANCE INC.

                                 ("Platinum US")

                                   as Grantor,


                   ST. PAUL FIRE AND MARINE INSURANCE COMPANY

                               ("Fire and Marine")

                                 as Beneficiary,


                                       and


                             [Name of Trustee Bank]

                                   As Trustee






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                                TABLE OF CONTENTS


PARTIES                                                                 PAGE

Section 1.  Creation and Deposit of Assets to the Trust fund.................2

Section 2.  Withdrawal of Assets from the Trust fund.........................4

Section 3.  Application of Assets............................................5

Section 4.  Redemption, Investment and Substitution of Assets................6

Section 5.  The Income Account...............................................7

Section 6.  Right to Vote Assets.............................................7

Section 7.  Additional Rights and Duties of the Trustee......................8

Section 8.  The Trustee's Compensation, Expenses and Indemnification........10

Section 9.  Resignation of the Trustee......................................11

Section 10. Removal of Trustee..............................................12

Section 11. Definitions.....................................................12

Section 12. Governing Law...................................................14

Section 13. Grantor's Tax Status............................................14

Section 14. Successors and Assigns..........................................14

Section 15. Severability....................................................14

Section 16. Entire Agreement................................................15

Section 17. Amendments......................................................15

Section 18. Notices, etc....................................................15

Section 19. Headings........................................................16

Section 20. Counterparts....................................................16

Section 21. Mergers, Consolidations.........................................16



EXHIBIT I   Form of 100% Quota Share Retrocession Agreement

EXHIBIT II  Form of 100% Quota Share Retrocession Agreement


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EXHIBIT III   Form of 100% Quota Share Retrocession Agreement

EXHIBIT IV    Form of 100% Quota Share Retrocession Agreement

EXHIBIT V     Form of 100% Quota Share Retrocession Agreement

EXHIBIT VI    Form of 100% Quota Share Retrocession Agreement

EXHIBIT VII   Form of 100% Quota Share Retrocession Agreement

EXHIBIT VIII  Form of 100% Quota Share Retrocession Agreement

EXHIBIT IX    List of Assets Deposited to the Trust fund




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                                 TRUST AGREEMENT

            TRUST AGREEMENT, dated as of____________, 2002 (the "Agreement"),
among PLATINUM UNDERWRITERS REINSURANCE INC. ("Platinum US"), a
Maryland-domiciled insurance company (the "Grantor"), ST. PAUL FIRE AND MARINE
INSURANCE COMPANY ("Fire and Marine"), a Minnesota-domiciled insurance company
(the "Beneficiary"), and ____________, a [U.S.] banking corporation (the
"Trustee") (the Grantor, the Beneficiary and the Trustee are hereinafter each
sometimes referred to individually as a "Party" and collectively as the
"Parties").

                               W I T N E S S E T H

            WHEREAS, the Grantor and the Beneficiary have entered into nine 100%
Quota Share Retrocession Agreements, substantially in the form set forth as
Exhibits I through VIII hereto (the "Retrocession Agreements");

            WHEREAS, the Beneficiary desires the Grantor to secure payments of
all amounts at any time and from time to time owing by the Grantor to the
Beneficiary under or in connection with the Retrocession Agreements;

            WHEREAS, the Grantor desires to transfer to the Trustee for deposit
to a trust fund (the "Trust Fund") assets in order to secure payments by the
Grantor under or in connection with the Retrocession Agreements;

            WHEREAS, the Trustee has agreed to act as trustee hereunder, and to
hold such assets in trust in the trust fund for the sole use and benefit of the
Beneficiary; and

            WHEREAS, this Agreement is established for the sole use and benefit
of the Beneficiary and for the purposes of setting forth the duties and powers
of the Trustee with respect to the trust fund and the relative rights and
obligations of the Parties hereto;

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            NOW, THEREFORE, for consideration of the premises and for other good
and valuable consideration, the receipt of which is hereby acknowledged, the
Parties hereby agree as follows:

SECTION 1.  CREATION AND DEPOSIT OF ASSETS TO THE TRUST FUND.

            (a) The Grantor shall establish and maintain a trust fund for the
benefit of the Beneficiary as security for the obligations of the Grantor under
the Retrocession Agreements. The trust fund shall be in a form reasonably
satisfactory to the Beneficiary and shall comply in all material respects with
the requirements under Maryland Insurance Law applicable to trust funds
established for credit for reinsurance purposes. The Trustee shall administer
the trust fund in its name as Trustee for the Beneficiary. The trust fund shall
be subject to withdrawal by the Beneficiary solely as provided herein.

            (b) At the Closing Date, the Grantor shall deposit Qualifying Assets
into the trust fund equal to all payments and proceeds received by the Grantor
in respect of all reinsurance and retrocession agreements of each and all
renewals thereof as defined in the Retrocession Agreements (the "Reinsurance
Contracts"), including but not limited to assets related to transferred
reserves, premium payments, reinsurance recoverables and other payments. As of
the end of each calendar quarter, the Grantor shall calculate the balance of the
trust fund and the aggregate loss, loss adjustment expense reserves, unearned
premium reserves, ceding commission and other reserves related to the
Reinsurance Contracts as reported in the statutory financial statements filed by
the Grantor with the Maryland Insurance Administration for such quarter and
shall provide such calculation to the Beneficiary within five days of the filing
of such statutory financial statements with the Maryland Insurance
Administration. If the balance of the trust fund is less than the aggregate of
the related reserves, the Grantor promptly shall


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deposit sufficient Qualifying Assets to cause the balance of the trust fund to
equal at least one hundred percent of such aggregate reserves. If the balance of
the trust fund is greater than the aggregate of the related reserves, the
Grantor may withdraw assets equal to the amount of such excess.

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

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

            (e) The Grantor shall be permitted to liquidate the trust at the
earlier of (i) such time as the Grantor's obligations under this Agreement have
been met or are terminated or waived or (ii) the reserves so reported by the
Grantor do not exceed $100 million as of two successive calendar year ends.

            (f) The Beneficiary shall bear the costs and expenses of the
Trustee.


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            (g) Unless otherwise provided for in this Agreement, the Trustee
shall have no responsibility to determine whether the assets in the trust fund
are sufficient to secure the Grantor's liabilities under the Retrocession
Agreements or whether they represent Qualifying Assets.

SECTION 2.  WITHDRAWAL OF ASSETS FROM THE TRUST FUND.

            (a) Without notice to the Grantor, the Beneficiary shall have the
right, at any time and from time to time, notwithstanding anything to the
contrary contained in the Retrocession Agreements, to withdraw from the trust
fund, upon written notice to the Trustee (the "Withdrawal Notice"), such assets
as are specified in such Withdrawal Notice. The Beneficiary need present no
statement or document in addition to a Withdrawal Notice in order to withdraw
any assets; nor is said right of withdrawal or any other provision of this
Agreement subject to any conditions or qualifications not contained in this
Agreement.

            (b) Upon receipt of a Withdrawal Notice, the Trustee shall
immediately take the steps necessary to transfer absolutely all right, title and
interest in the assets specified in such Withdrawal Notice and shall deliver
physical custody of such assets to or for the account of the Beneficiary.

            (c) Subject to paragraph (a) of this Section 2 and to Section 4 of
this Agreement, in the absence of a Withdrawal Notice, the Trustee shall allow
no substitution or withdrawal of any Asset from the trust fund.

            (d) The Trustee shall have no responsibility whatsoever to determine
that any assets withdrawn from the trust fund pursuant to this Section 2 are
withdrawn in compliance with


                                      -4-
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the Retrocession Agreements, or will be used and applied in the manner
contemplated by Section 3 of this Agreement.

SECTION 3.  APPLICATION OF ASSETS.

            (a) The Beneficiary hereby covenants to the Grantor that it shall
use and apply any withdrawn assets, without diminution because of the insolvency
of the Beneficiary or the Grantor, for the following purposes only:

            (i) to pay or reimburse the Beneficiary for the Grantor's share
under the Retrocession Agreements regarding any losses and allocated loss
expenses paid by the Beneficiary but not recovered from the Grantor, and
unearned premiums due to the Beneficiary if not otherwise paid by the Grantor,
or for other amounts due to the Beneficiary, if not otherwise paid by the
Grantor in accordance with the terms of the Retrocession Agreements;

            (ii) to make payment to the Grantor of any amounts held in the trust
fund that exceed 102% of the actual amount required to fund the Grantor's entire
Obligations (as hereinafter defined), and

            (iii) where the Beneficiary has received a Termination Notice (as
hereinafter defined) pursuant to Section 10 of this Agreement and where all or a
portion of the Grantor's Obligations remain unliquidated and undischarged ten
days prior to the Termination Date (as hereinafter defined), to withdraw amounts
equal to such Obligations and deposit such amounts in a separate account, in the
name of the Beneficiary, in any Qualified United States Financial Institution
(as defined herein), apart from its other assets, in trust for the uses and
purposes specified in subparagraphs (i) and (ii) of this Section as may remain
executory after such withdrawal and for any period after such Termination Date.
For the purposes of this


                                      -5-
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subparagraph (iii), the phrase "the trust fund" in subparagraph (ii) of this
Section shall be deemed to read "the separate account" established pursuant to
this subparagraph (iii),

            (iv) For purposes of this subsection (a), all assets shall be valued
at their current fair market value.

SECTION 4.  REDEMPTION, INVESTMENT AND SUBSTITUTION OF ASSETS.

            (a) The Trustee shall surrender for payment all maturing assets and
all assets called for redemption (and provide written notice to the Beneficiary
to that effect) and deposit the principal amount of the proceeds of any such
payment to the trust fund.

            (b) From time to time, at the written order and direction of the
Grantor, any instruction or order concerning such investments or substitutions
of securities being referred to herein as an "Investment Order", the Trustee
shall invest assets in the trust fund in Qualifying Assets.

            (c) From time to time, subject to the prior written approval of the
Beneficiary, the Grantor may direct the Trustee to substitute Qualifying Assets
for other Qualifying Assets held in the trust fund at such time. The Trustee
shall have no responsibility whatsoever to determine the value of such
substituted securities or that such substituted securities constitute Qualifying
Assets.

            (d) The Trustee shall not allow any substitutions or withdrawals of
assets from the Trust fund, except on (i) written instructions from the
Beneficiary, or (ii) a call on or the maturity of any trust Asset if the Trustee
provides written notice to the Beneficiary and pays the proceeds from the Asset
into the trust fund.


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            (e) All investments and substitutions of securities referred to in
paragraphs (b) and (c) of this Section 4 shall be in compliance with the
relevant limitations in "Qualifying Assets", as set forth in Section 11 of this
Agreement. The Trustee shall have no responsibility whatsoever to determine that
any assets in the trust fund are or continue to be Qualifying Assets. The
Trustee shall execute Investment Orders and settle securities transactions by
itself or by means of an agent or broker. The Trustee shall not be responsible
for any act or omission, or for the solvency, of any such agent or broker unless
said act or omission is the result, in whole or in part, of the Trustee's
negligence, willful misconduct or lack of good faith.

            (f) Any loss incurred from any investment pursuant to the terms of
this Section 4 shall be borne exclusively by the trust fund. The Trustee shall
not be liable for any loss due to changes in market rates or penalties for early
redemption.

SECTION 5.  THE INCOME ACCOUNT.

            All payments of interest and dividends actually received in respect
of assets in the trust fund shall be deposited by the Trustee, subject to
deduction of the Trustee's compensation and expenses as provided in Section 8 of
this Agreement, in a separate account (the "Income Account") established and
maintained by the Grantor at an office of the Trustee in U.S. office. The
Grantor shall provide the Trustee with the appropriate wiring instructions for
deposits to be made in the Income Account. The Grantor shall have the right to
withdraw funds from the Income Account at any time.

SECTION 6.  RIGHT TO VOTE ASSETS.

            (a) The Trustee shall forward all annual and interim stockholder
reports and all proxies and proxy materials relating to the assets in the trust
fund to the Grantor. The Grantor shall have the full and unqualified right to
vote any assets in the trust fund.


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SECTION 7.  ADDITIONAL RIGHTS AND DUTIES OF THE TRUSTEE.

            (a) The Trustee shall receive assets and hold the assets in a safe
place;

            (b) The Trustee shall provide to the Grantor and the Beneficiary a
statement of all assets in the trust fund on its inception at the end of each
calendar quarter;

            (c) The Trustee shall notify the Grantor and the Beneficiary, within
10 days, of any deposits to or withdrawals from the trust fund;

            (d) The Trustee shall hold the assets in the Trust fund at the
Trustee's office in the United States;

            (e) The Trustee may deposit any assets in the trust fund in a
book-entry account maintained at the Federal Reserve Bank of [ ] or in
depositories such as the Depository Trust Company. Assets may be held in the
name of a nominee maintained by the Trustee or by any such depository.

            (f) The Trustee shall accept and open all mail directed to the
Grantor or the Beneficiary in care of the Trustee.

            (g) Upon the request of the Grantor or the Beneficiary, the Trustee
shall promptly permit the Grantor or the Beneficiary, their respective agents,
employees or independent auditors to examine, audit, excerpt, transcribe and
copy, during the Trustee's normal business hours, any books, documents, papers
and records relating to the trust fund or the assets.

            (h) The Trustee is authorized to follow and rely upon all
instructions given by applicable officers named in incumbency certificates
furnished to the Trustee from time to time


                                      -8-
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by the Grantor and Beneficiary, respectively, and by attorneys-in-fact acting
under written authority furnished to the Trustee by the Grantor or the
Beneficiary, including, without limitation, instructions given by letter,
facsimile transmission, telegram, teletype, cablegram or electronic media, if
the Trustee believes such instructions to be genuine and to have been signed,
sent or presented by the proper party or parties. The Trustee shall not incur
any liability to anyone resulting from actions taken by the Trustee in reliance
in good faith on such instructions. The Trustee shall not incur any liability in
executing instructions (i) from an attorney-in-fact or (ii) from any officer of
the Grantor of the Beneficiary named in an incumbency certificate delivered
hereunder prior to receipt by it of a more current certificate.

            (i) The duties and obligations of the Trustee shall only be such as
are specifically set forth in this Agreement, as it may from time to time be
amended, and no implied duties or obligations shall be read into this Agreement
against the Trustee. The Trustee shall only be liable for its own negligence,
willful misconduct or lack of good faith.

            (j) No provision of this Agreement shall require the Trustee to take
any action which, in the Trustee's reasonable judgment, would result in any
violation of this Agreement or any provision of law.

            (k) The Trustee may confer with counsel of its own choice in
relation to matters arising under this Agreement and shall have full and
complete authorization from the other Parties hereunder for any action taken or
suffered by it under this Agreement or under any transaction contemplated hereby
in good faith and in accordance with opinion of such counsel.

            (l) The invasion of the trust corpus to pay compensation to, or
reimburse the expense of the Trustee is hereby prohibited.


                                      -9-
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            (m) The Trustee shall deliver to the Beneficiary written notice of
termination at least 30 days before termination of the trust fund.

SECTION 8.  THE TRUSTEE'S COMPENSATION, EXPENSES AND INDEMNIFICATION.

            (a) The Grantor shall pay the Trustee, as compensation for its
services under this Agreement, a fee at rates determined by the Trustee and
agreed to by the Grantor, from time to time and communicated in writing to the
Grantor. The Grantor shall pay or reimburse the Trustee for all of the Trustee's
reasonable expenses and disbursements in connection with its duties under this
Agreement (including attorney's fees and expenses), except any such expense, or
disbursement as may arise from the Trustee's negligence, willful misconduct or
lack of good faith. The Trustee shall be entitled to deduct its compensation and
expenses solely from payments of dividends, interest and other income in respect
of the assets held in the trust fund prior to the deposit thereof to the Income
Account as provided in Section 5 of this Agreement. The Grantor shall indemnify,
defend and save harmless the Trustee from all loss or expense (including the
fees and expenses of in house or outside counsel) arising out of or in
connection with (i) its execution and performance of this Agreement, except to
the extent that such loss, liability or expense is due to the negligence,
willful misconduct or lack of good faith of the Trustee, or (ii) its following
any instructions or other directions from the Grantor, except to the extent that
its following any such instructions or direction is expressly forbidden by the
terms hereof. Anything in this Agreement to the contrary notwithstanding, in no
event shall the Trustee be liable for special, indirect or consequential loss or
damage of any kind whatsoever (including but not limited to lost profits) except
for such special, indirect or consequential loss arising out of the Trustee's
own negligence, willful misconduct or lack of good faith. The Grantor hereby
acknowledges that the foregoing indemnities shall survive the resignation of the


                                      -10-
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Trustee or the termination of this Agreement and hereby grants the Trustee a
lien, right of set-off and security interest in the funds in the Income Account
for the payment of any claim for compensation, reimbursement or indemnity
hereunder.

            (b) No assets shall be withdrawn from the Trust fund or used in any
manner for paying compensation to, or reimbursement or indemnification of, the
Trustee.

SECTION 9.  RESIGNATION OF THE TRUSTEE.

            (a) The Trustee may resign at any time by giving not less than 90
days' written notice thereof to the Beneficiary and to the Grantor, such
resignation to become effective only on the acceptance of appointment by a
successor trustee and the transfer to such successor trustee of all assets in
the trust fund in accordance with paragraph (b) of this Section 9.

            (b) Upon receipt of the Trustee's notice of resignation, the Grantor
and the Beneficiary shall appoint a successor trustee. Any successor trustee
shall be a Qualified United States Financial Institution and shall not be a
Parent, a Subsidiary or an Affiliate of the Grantor or the Beneficiary. Upon the
acceptance of the appointment as trustee hereunder by a successor trustee and
the transfer to such successor trustee of all assets in the trust fund, the
resignation of the Trustee shall become effective. Thereupon, such successor
trustee shall succeed to and become vested with all the rights, powers,
privileges and duties of the Trustee, and the Trustee shall be discharged from
any future duties and obligations under this Agreement, but the Trustee shall
continue after its resignation to be entitled to the benefits of the indemnities
provided herein for the Trustee.


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SECTION 10. REMOVAL OF TRUSTEE.

            (a) The Grantor may remove the Trustee at any time by giving not
less than 90 days' written notice thereof to the Beneficiary and to the Trustee,
such removal to become effective only on the acceptance of appointment by a
successor trustee and the transfer to such successor trustee of all assets in
the trust fund in accordance with paragraph (b) of this Section 10.

            (b) Upon receipt of the Grantor's notice of removal, the Grantor and
the Beneficiary shall appoint a successor trustee. Any successor trustee shall
be a Qualified United States Financial Institution and shall not be a Parent, a
Subsidiary or an Affiliate of the Grantor or the Beneficiary. Upon the
acceptance of the appointment as trustee hereunder by a successor trustee and
the transfer to such successor trustee of all assets in the trust fund, the
removal of the Trustee shall become effective. Thereupon, such successor trustee
shall succeed to and become vested with all the rights, powers, privileges and
duties of the Trustee, and the Trustee shall be discharged from any future
duties and obligations under this Agreement, but the Trustee shall continue
after its removal to be entitled to the benefits of the indemnities provided
herein for the Trustee.

SECTION 11. DEFINITIONS.

            Except as the context shall otherwise require, the following terms
shall have the following meanings for all purposes of this Agreement (the
definitions to be applicable to both the singular and the plural forms of each
term defined if both such forms of such term are used in this Agreement):

            The term "Affiliate" with respect to any corporation shall mean a
corporation which directly, or indirectly through one of more intermediaries,
controls or is controlled by, or


                                      -12-
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is under common control with, such corporation. The term "control" (including
the related terms "controlled by" and "under common control with") shall mean
the ownership, directly or indirectly, or more than fifty percent (50%) of the
voting stock of a corporation.

            The term "Business Day" shall mean any day on which the offices of
the Trustee in [ ] are open for business.

            The term "Expenses" shall mean the Trustee's reasonable expenses and
disbursements in connection with its duties under this Agreement (including
reasonable attorney's fees and expenses) not including any such expense, or
disbursement as may arise from the Trustee's negligence, willful misconduct or
lack of good faith.

            The term "Obligations" shall mean, with respect to the Retrocession
Agreement, (a) reinsured losses and allocated loss expenses paid by the
Beneficiary, but not recovered from the Grantor, (b) reserves for reinsured
losses reported and outstanding, (c) reserves for reinsured losses incurred but
not reported, and (d) reserves for allocated reinsured loss expenses and
unearned premiums.

            The term "Parent" shall mean an institution that, directly or
indirectly, controls another institution.

            The term "person" shall mean and include an individual, a
corporation, a partnership, an association, a trust, an unincorporated
organization or a government or political subdivision thereof.

            The term "Qualified United States Financial Institution" shall have
the meaning provided in COMAR 09.30.97.08.


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            The term "Qualifying Assets" shall mean and include any security
listed by the Securities Valuation Office of the National Association of
Insurance Commissioners and qualifying as an admitted asset under applicable
Maryland law.

            The term "Subsidiary" shall mean an institution controlled,
directly or indirectly, by another institution.

SECTION 12. GOVERNING LAW.

            This Agreement shall be governed by and construed in accordance with
the laws of the State of Maryland without regard to its choice of laws
principles.

SECTION 13. GRANTOR'S TAX STATUS.

            The Grantor shall provide the Trustee with a Certificate of Foreign
Status on Form W-8 or its Tax Identification Number (TIC) as assigned by the
Internal Revenue Service, as applicable.

SECTION 14. SUCCESSORS AND ASSIGNS.

            No Party may assign this Agreement or any of its obligations
hereunder without the prior written consent of the other Parties; PROVIDED,
HOWEVER, that this Agreement shall inure to the benefit of and bind those who,
by operation of law, become successors to the Parties, including, without
limitation, any liquidator, rehabilitator, receiver or conservator and any
successor merged or consolidated entity and PROVIDED FURTHER that, in the case
of the Trustee, the successor trustee is eligible to be a trustee under the
terms hereof.

SECTION 15. SEVERABILITY.

            In the event that any provision of the Agreement shall be declared
invalid or unenforceable by any regulatory body or court having jurisdiction,
such invalidity or unenforceability shall not affect the validity or
enforceability of the remaining portions of this Agreement.


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SECTION 16. ENTIRE AGREEMENT.

            This agreement constitutes the entire agreement among the Parties,
and there are no understandings or agreement, conditions or qualifications
relative to this Agreement which are not fully expressed in this Agreement.

SECTION 17. AMENDMENTS.

            This Agreement may be modified or otherwise amended, and the
observance of any term of this Agreement may be waived, if such modification,
amendment or waiver is in writing and signed by all of the Parties.

SECTION 18. NOTICES, ETC.

            Unless otherwise provided in this Agreement, all notices,
directions, requests, demands, acknowledgments and other communications required
or permitted to be given or made under the terms hereof shall be in writing and
shall be deemed to have been duly given or made on the date received when
addressed as follows:

            If to the Grantor:
                              Platinum US
                              195 Broadway
                              New York, New York 10007
                              Attention:  President
                              Fax No.:

            If to the Beneficiary:
                              Fire and Marine
                              385 Washington Street
                              St. Paul, Minnesota 55102

                              Attention: President
                              Fax No.:

            If to the Trustee:
                              [Name of Trustee]
                              [Address]

                              Attention:
                              Fax No.:


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            Each Party may from time to time designate a different address for
notices, directions, requests, demands, acknowledgments and other communications
by giving written notice of such change to the other Parties. All notices,
directions, requests, demands, acknowledgments and other communications relating
to the Beneficiary's approval of the Grantor's authorization to substitute
assets and to the termination of the trust fund shall be in writing and may not
be made or given by prepaid telex, telegraph or telecopier.

SECTION 19. HEADINGS.

            The headings of the Sections and the Table of Contents have been
inserted for convenience of reference only, and shall not be deemed to
constitute a part of this Agreement.

SECTION 20. COUNTERPARTS.

            This Agreement may be executed in any number of counterparts, each
of which when so executed and delivered shall constitute an original, but such
counterparts together shall constitute one and the same Agreement.

SECTION 21. MERGERS, CONSOLIDATIONS.

            Any corporation into which the Trustee in its individual capacity
may be merged or converted or with which it may be consolidated, or any
corporation resulting from any merger, conversion or consolidation to which the
Trustee in its individual capacity shall be a party, or any corporation to which
substantially all the corporate trust business of the Trustee in its individual
capacity may be transferred, shall be the Trustee under this Trust Agreement
without further act.

SECTION 22. INSOLVENCY OF GRANTOR.

            (a) Notwithstanding any other provision in this Agreement, if the
Grantor has been declared insolvent or placed into receivership, rehabilitation,
liquidation, or similar


                                      -16-
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proceedings under the laws of Maryland, the Trustee shall comply with any order
of the regulatory authority with oversight over the Trust Account or court of
competent jurisdiction directing the Trustee to transfer to such regulatory
authority or other designated receiver all of the assets in the Trust Account.

            (b) The assets so transferred shall be applied in accordance with
the priority statutes of the state in which the Trust Account is established
applicable to the assets of insurance companies in liquidation.

            (c) If the regulatory authority with oversight over the Trust
Account determines that the assets held in the Trust Account or any part of the
assets are not necessary to satisfy the claims of the Beneficiary, the assets or
any part of the assets shall be returned to the Trustee for distribution in
accordance with this Agreement.

            [THIS SPACE INTENTIONALLY LEFT BLANK]






                                      -17-
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            IN WITNESS WHEREOF, the Parties hereto have caused this Agreement to
be executed and delivered by their respective officers thereunto duly authorized
as of the date first above written.

                        PLATINUM UNDERWRITERS REINSURANCE INC.
                        As Grantor


                        By:_______________________________________
                        Title:_____________________________________


                        ST. PAUL FIRE AND MARINE INSURANCE COMPANY
                        As Beneficiary


                        By:_______________________________________
                        Title:_____________________________________

                              and

                        [NAME OF TRUSTEE]
                        As Trustee


                        By:______________________________________
                        Title:____________________________________










                                      -18-
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                                    EXHIBIT I

                 Form of 100% Quota Share Retrocession Agreement
                         Dated as of ____________, 2002




<Page>






                                   EXHIBIT II

                 Form of 100% Quota Share Retrocession Agreement
                         Dated as of ____________, 2002




<Page>



                                   EXHIBIT III

                 Form of 100% Quota Share Retrocession Agreement
                         Dated as of ____________, 2002




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                                   EXHIBIT IV

                 Form of 100% Quota Share Retrocession Agreement
                         Dated as of ____________, 2002




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                                    EXHIBIT V

                 Form of 100% Quota Share Retrocession Agreement
                         Dated as of ____________, 2002




<Page>



                                   EXHIBIT VI

                 Form of 100% Quota Share Retrocession Agreement
                         Dated as of ____________, 2002




<Page>



                                   EXHIBIT VII

                 Form of 100% Quota Share Retrocession Agreement
                         Dated as of ____________, 2002




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                                  EXHIBIT VIII

                 Form of 100% Quota Share Retrocession Agreement
                         Dated as of ____________, 2002




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                                   EXHIBIT IX


                            [List of Assets Deposited
                               to the Trust fund]

                                    [to come]