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EXHIBIT 10.3
 
  
  ARTICLE 1 - BUSINESS COVERED
  ARTICLE 2 - COMMENCEMENT AND TERMINATION
   ARTICLE
3 - ORIGINAL CONDITIONS
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ARTICLE 4 - PREMIUMS AND COMMISSION
     ARTICLE 5 - TERRITORY
  ARTICLE 6 - INURING REINSURANCE
  ARTICLE 7 - LOSS AND LOSS EXPENSE
  ARTICLE 8 - REPORTS AND REMITTANCES
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ARTICLE 9 - ACCESS TO RECORDS
  ARTICLE 10 - ARBITRATION
 ARIAS (UK)
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ARTICLE 11 - INSOLVENCY
  (1)
    
    Notwithstanding any requirement in this Agreement that the Retrocedant shall actually make
payment in discharge of its liability to its policyholder before becoming entitled to payment
form the Retrocessionaire:
 (a)
    
    the Retrocessionaire shall be liable to pay the Retrocedant even though the
Retrocedant is unable actually to pay, or discharge its liability to its policyholder,
but;(b)
    
    nothing in this clause shall operate to accelerate the date for payment by the
Retrocessionaire of any sum which may be payable to the Retrocedant, which sum shall
only become payable as and when the Retrocedant would have discharged, by actual
payment, its liability for its current net loss but for it being the subject of any
Insolvency Event.
 (2)
    
    The existence, quantum, valuation and date for payment of any sum which the Retrocessionaire
are liable to pay the Retrocedant under this Agreement shall be those and only those for which
the Retrocessionaire would be liable to the Retrocedant if the liability of the Retrocedant to
its policyholder had been determined without reference to any term in any composition or
scheme of arrangement or any similar such arrangement, entered into between the Retrocedant
and all or any part of its policyholder unless and until the Retrocessionaire serve written
notice to the contrary on the Retrocedant in relation to any composition or scheme of
arrangement.(3)
    
    The Retrocessionaire shall be entitled (but not obliged) to set-off, against any sum which it
may be liable to pay the Retrocedant, any sum for which the Retrocedant is liable to pay the
Retrocessionaire.
  (A)
    (i)
    
    (in relation to (1), (2) and (3) above) a winding up petition is presented in respect of
the Retrocedant or a provisional liquidation is appointed over it or if the Retrocedant goes
into administration, administrative receivership or receivership or if the Retrocedant has a
scheme of arrangement or voluntary arrangement proposed in relation to all or any part of its
affairs; or(ii)
    
    (in relation to (1) above) if the Retrocedant goes into compulsory or voluntary
liquidation;
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ARTICLE 12 - OFFSET
  ARTICLE 13 - ERRORS AND OMISSIONS
  ARTICLE 14 - SECURITY
  A.
    
    the custody and investment accounting agreement with State Street Bank and Trust Company
(Custodian) in the form attached as Schedule 1 (the Custody Agreement);B.
    
    the control agreement between Retrocedent, Retrocessionaire and Custodian in the form
attached as Schedule 2 (the Control Agreement);C.
    
    the discretionary investment advisory agreement with Blackrock Financial Management, Inc.
(Investment Manager) in the form attached as Schedule 3 (the Investment Advisory
Agreement); andD.
    
    the security agreement, pursuant to which Retrocessionaire grants a continuing first priority
security interest in collateral accounts established with Custodian pursuant to the Custody
Agreement, in the form attached as Schedule 4 (the Security Agreement).
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ARTICLE 15 - MISCELLANEOUS PROVISIONS
 A.
    
    Severability. If any term or provision of this Agreement shall be held void,
illegal, or unenforceable, the validity of the remaining portions or provisions shall not be
affected thereby.B.
    
    Successors and Assigns. This Agreement may not be assigned by either party without
the prior written consent of the other. The provisions of this Agreement shall be binding
upon and inure to the benefit of and be enforceable by the parties hereto and their respective
successors and assigns as permitted herein.C.
    
    Execution in Counterparts. This Agreement may be executed by the parties hereto in
any number of counterparts and by each of the parties hereto in separate counterparts, each of
which counterparts, when so executed and delivered, shall be deemed to be an original, but all
such counterparts shall together constitute but one and the same instrument.D.
    
    Headings. Headings used herein are not a part of this Agreement and shall not affect
the terms hereof.E.
    
    Amendments; Entire Agreement. This Agreement may be amended only by written
agreement of the parties. This Agreement together with the Custody Agreement, the Control
Agreement, the Investment Advisory Agreement and the Security Agreement supersede all prior
discussions and written and oral agreements and constitutes the sole and entire agreement
between the parties with respect to the subject matter hereof.F.
    
    Governing Law. This Agreement shall be governed by the laws of England.
 ARTICLE 16 - REPLACEMENT
  ARTICLE 17 - EXCLUSIONS
  1.
    
    Reinsurance contracts retroceded to Retrocedant by any subsidiary or affiliate of The
St. Paul Companies, Inc.2.
    
    At the Retrocedants option, Reinsurance Contracts subject to Collateral Agreements and
listed in Appendix 2
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Platinum Underwriters Bermuda, Ltd.By:
    
    /s/ Francois BertrandName: Francois BertrandTitle: Senior Vice PresidentPlatinum Re (UK) LimitedBy:
    
    /s/ Les WatersName: Les WatersTitle: Underwriting Manager
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Addendum A: Reinsurance that inures to the sole benefit of the Retrocedant
   Appendix 2: Reinsurance Contracts subject to Collateral Agreements
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