EXHIBIT 10.5EXCESS OF LOSS RETROCESSION AGREEMENTBY AND BETWEENPLATINUM UNDERWRITERS BERMUDA, LTD.(RETROCEDANT)andPLATINUM UNDERWRITERS REINSURANCE, INC.(RETROCESSIONAIRE)DATED AS OF April 1, 2006**ARTICLE 1 -  BUSINESS COVERED**This Agreement is to indemnify the Retrocedant in respect of the net excess liability as a resultof any loss or losses which may occur during the term of this Agreement under any originalreinsurance contracts written by the Retrocedant covering all perils as assumed under the originalcontracts including wind, flood, earthquake, and earthquake fire expense insurance.**ARTICLE 2 -  COMMENCEMENT AND TERMINATION**This Agreement shall take effect and shall apply to all losses occurring during the period 1stApril 2006 to 31st March 2007 both days inclusive, Local Standard Time, at the place where the lossoccurs.If this Agreement terminates while an occurrence covered hereunder is in progress, it is agreedthat subject to the other conditions of this Agreement, the Retrocessionaire shall indemnify theRetrocedant as if the entire loss had occurred during the term of this Agreement.**ARTICLE 3 -  EXCLUSIONS**The following Exclusion Clauses are attached to and form part of this Agreement:1. Nuclear Energy Risks Exclusion Clause (Reinsurance) (Worldwide Excluding U.S.A. & Canada)(Japanese Amendment)2. Pools, Associations, and Syndicates.3. War Risk Exclusion Clause.4. Insolvency Funds Exclusion Clause.5. Losses emanating from the Quota Share Retrocession Agreement by and between PlatinumUnderwriters Bermuda, Ltd. and Platinum Underwriters Reinsurance, Inc.
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**ARTICLE 4 -  TERRITORY**Coverage applies within the territorial limits of Japan.**ARTICLE 5 - INURING REINSURANCE**It is understood and agreed that when the Retrocedant warrants that it is in the best interest ofthe Retrocedant and the Retrocessionaire, Retrocedant may purchase facultative reinsurance and/orany other treaty reinsurance.All Reinsurance in place at April 1, 2006, or acquired after that date inures to the benefit ofthis program unless otherwise specified in Appendix 1.**ARTICLE 6 -  LIMIT AND RETENTION**The Retrocessionaire shall be liable in respect of each and every loss occurrence over and above aninitial Ultimate Net Loss of $185,000,000 each and every loss each and every loss occurrence,subject to a limit of liability to the Retrocessionaire of $65,000,000 Ultimate Net Loss each andevery loss or series of losses arising out of one loss occurrence. Nevertheless, the limit ofliability to Retrocessionaire for all occurrences arising under this Agreement shall be limited to$130,000,000.**ARTICLE 7 -  REINSTATEMENT**Each loss hereon reduces the amount of indemnity provided under this Agreement by the amount paid.Any amount so exhausted shall be automatically reinstated from the time of the occurrence of lossand for each amount so reinstated, the Retrocedant agrees to pay an additional premium calculatedat pro rata of the annual premium as respects the fraction of indemnity exhausted and 100% of theannual premium regardless of the unexpired term of this Agreement. Nevertheless, theRetrocessionaire’s liability shall not exceed $130,000,000 with respect to all Loss Occurrencesduring the term of the Agreement.**ARTICLE 8 - PREMIUM**The premium for this Agreement shall be a flat premium of $1,300,000 payable in two equalinstallments on April 1, 2006 and October 1, 2006.**ARTICLE 9 - ULTIMATE NET LOSS**Ultimate Net Loss shall mean the actual loss paid by the Retrocedant, or for which the Retrocedantbecomes liable to pay, such loss to include 100% of any Extra Contractual Obligations and 100% ofany Excess of Policy Limits loss, and expenses of litigation and interest, if any, and all otherloss expenses covered under Original Reinsurance Contract, and such expenses of the Retrocedantincurred in the handling of loss arising out of Original Reinsurance Contracts includingsubrogation, salvage and recovery expenses (office expenses and salaries of officials and employeesnot classified as loss adjusters are not chargeable as expenses for purpose of this paragraph), butsalvages and all
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recoveries, including recoveries under all reinsurances which inure to the benefit of thisagreement (whether recovered or not), shall be first deducted from such loss to arrive at theamount of liability attaching hereunder.All salvages, recoveries or payments recovered or received subsequent to loss settlement hereundershall be applied as if recovered or received prior to the aforesaid settlement and all necessaryadjustments shall be made by the parties hereto.For purposes of this article, the phrase “becomes liable to pay” shall mean the existence of ajudgment or award, which the Retrocedant does not intend to appeal or a release has been obtainedby the Retrocedant, or the Retrocedant has accepted a proof of loss.Nothing in this clause shall be construed to mean that losses are not recoverable hereunder untilthe Retrocedant’s net loss has been ascertained.**ARTICLE 10**- **EXTRA CONTRACTUAL OBLIGATIONS**This Agreement shall protect the Retrocedant and any original reinsured, within the limits hereof,where the loss includes any Extra Contractual Obligations. The term “Extra ContractualObligations” is defined as those liabilities not covered under any other provision of thisAgreement and which arise from the handling of any claim on business covered hereunder, suchliabilities arising because of, but not limited to, the following: failure by any originalreinsured to settle within the policy limit, or by reason of alleged or actual negligence, fraud,or bad faith in rejecting an offer of settlement or in the preparation of the defense or in thetrial of any action against its insured or reinsured or in the preparation or prosecution of anappeal consequent upon such action.The date on which any Extra Contractual Obligation is incurred by any original reinsured shall bedeemed, in all circumstances, to be the date of the original disaster and/or casualty.However, this Article shall not apply where the loss has been incurred due (i) solely to the acts,or failure to act, of the Retrocedant in handling its claims or (ii) to fraud by a member of theBoard of Directors or a corporate officer of any original reinsured acting individually orcollectively or in collusion with any individual or corporation or any other organization or partyinvolved in the presentation, defense or settlement of any claim covered hereunder.**ARTICLE 11 - EXCESS OF ORIGINAL POLICY LIMITS**This Agreement shall protect the Retrocedant and any original reinsured, within the limits hereof,in connection with loss in excess of the limit of its original policy, such loss in excess of thelimit having been incurred because of failure of the original reinsured to settle within the policylimit or by reason of alleged or actual negligence, fraud, or bad faith in rejecting an offer ofsettlement or in the preparation of the defense or in the trial of any action against its insuredor reinsured or in the preparation or prosecution of an appeal consequent upon such action.
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However, this Article shall not apply where the loss has been incurred due (i) solely to the acts,or failure to act, of the Retrocedant in handling its claims or (ii) to fraud by a member of theBoard of Directors or a corporate officer of the original reinsured acting individually orcollectively or in collusion with any individual or corporation or any other organization or partyinvolved in the presentation, defense or settlement of any claim covered hereunder.For the purpose of this Article, the word “loss” shall mean any amounts for which the originalreinsured or Retrocedant would have been contractually liable to pay had it not been for the limitof the original policy.**ARTICLE 12 - NET RETAINED LINES**This Agreement applies only to that portion of any reinsurance or any Extra Contractual Obligationsor Excess of Original Policy Limits which the Retrocedant retains net for its own account, and incalculating the amount of any loss hereunder and also in computing the amount or amounts in excessof which this Agreement attaches, only loss or losses in respect of that portion of any reinsuranceor any Extra Contractual Obligations or Excess of Original Policy Limits which the Retrocedantretains nets for its own account shall be included.The amount of the Retrocessionaire liability hereunder in respect of any loss or losses shall notbe increased by reason of the inability of the Retrocedant to collect from any otherRetrocessionaire, whether specific or general, any amounts which may have become due from them,whether such inability arises from the insolvency of such other Retrocessionaire or otherwise.**ARTICLE 13 - NOTICE OF LOSS AND LOSS SETTLEMENTS**The Retrocedant shall advise the Retrocessionaire promptly of any Loss Occurrence which, in theopinion of the Retrocedant may result in a claim hereunder and of all subsequent developmentsthereto which, in the opinion of the Retrocedant may materially affect the position of theRetrocessionaire.All loss settlements made by the Retrocedant, provided they are within the terms of this Agreement,shall be unconditionally binding upon the Retrocessionaire who agrees to pay all amounts for whichit may be liable immediately upon being furnished by the Retrocedant with reasonable evidence ofthe amount due or to be due. In addition, the Retrocessionaire agrees to abide by court and/orarbitration decisions affecting the Retrocedant’s Original Reinsurance Contracts.**ARTICLE 14 - ARBITRATION**          SECTION 14.01 As a condition precedent to any right of action under this Agreement, anydispute or difference between the parties hereto relating to the formation, interpretation, orperformance of this Agreement, or any transaction under this Agreement, whether arising before orafter termination, shall be submitted for decision to a panel of three arbitrators (the“Panel”) at the offices of Judicial Arbitration and
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Mediation Services, Inc. in accordance with the Streamlined Arbitration Rules and Procedures ofJudicial Arbitration and Mediation Services, Inc.          SECTION 14.02 The party demanding arbitration shall do so by written notice to the respondingparty. Retrocessionaire hereby appoints its Chief Operating Officer as its agent to receive anyarbitration demand hereunder and Retrocedant hereby appoints its General Counsel as its agent toreceive any arbitration demand hereunder. The arbitration demand shall state the issues to beresolved and shall name the arbitrator appointed by the demanding party.          SECTION 14.03 Within thirty (30) days of receipt of the demand for arbitration, the respondingparty shall notify the demanding party of any additional issues to be resolved in the arbitrationand the name of the responding party’s appointed arbitrator. If the responding party refuses orneglects to appoint an arbitrator within thirty (30) days following receipt of the writtenarbitration demand, then the demanding party may appoint the second arbitrator but only afterproviding ten (10) days’ written notice of its intention to do so, and only if such other party hasfailed to appoint the second arbitrator within such ten (10) day period.          SECTION 14.04 The two arbitrators shall, before instituting the hearing, select an impartialarbitrator who shall act as the umpire and preside over the hearing. If the two arbitrators failto agree on the selection of a third arbitrator within thirty (30) days after notification of theappointment of the second arbitrator, the selection of the umpire shall be made by the AmericanArbitration Association. Upon resignation or death of any member of the Panel, a replacement willbe appointed in the same fashion as the resigning or deceased member was appointed. Allarbitrators shall be active or former officers of property/casualty insurance or reinsurancecompanies, or Lloyd’s underwriters, and shall be disinterested in the outcome of the arbitration.          SECTION 14.05 Within thirty (30) days after notice of appointment of all arbitrators, thePanel shall meet and determine timely periods for briefs, discovery procedures and schedules forhearings. The Panel shall have the power to determine all procedural rules for the holding ofarbitration, including, but not limited to, the inspection of documents, examination of witnessesand any other matter relating to the conduct of the arbitration. The Panel shall interpret thisAgreement as an honorable engagement and not as merely a legal obligation and shall make itsdecision considering the custom and practice of the applicable insurance and reinsurance business.The Panel shall be relieved of all judicial formalities and may abstain from following the strictrules of law. The decision of any two arbitrators shall be binding and final. The Panel shallrender its decision in writing within sixty (60) days following the termination of the hearing.Judgment upon the award may be entered in any court of competent jurisdiction.          SECTION 14.06 Each party shall bear the expense of its own arbitrator and shall share equallywith the other party the expense of the umpire and of the arbitration.
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          SECTION 14.07 Arbitration hereunder shall take place in New York, New York unless the partiesagree otherwise.          SECTION 14.08 The parties hereto hereby expressly (i) submit to the jurisdiction of the Panel,(ii) agree to comply with all requirements necessary to give the Panel jurisdiction and (iii) agreeto abide by the final decision of the Panel.          SECTION 14.09 This Article 14 shall survive termination of this Agreement.**ARTICLE 15 - CURRENCY**For purposes of this Agreement, where the Retrocedant receives premiums or pays losses incurrencies other than United States dollars, such premiums or losses shall be converted into UnitedStates dollars at the actual rates of exchange at which these premiums or losses are entered in theRetrocedant’s books.**ARTICLE 16 - ACCESS TO RECORDS**The Retrocedant shall place at the disposal of the Retrocessionaire at all reasonable times, andthe Retrocessionaire shall have the right to inspect through its designated representatives, duringthe term of this Agreement and thereafter, all books, records and papers of the Retrocedant inconnection with any reinsurance hereunder, or the subject matter hereof.The Retrocessionaire, except with the express prior written consent of the Retrocedant, shall notdirectly or indirectly, communicate, disclose or divulge to any third party, any knowledge orinformation that may be acquired either directly or indirectly as a result of the inspection of theRetrocedant’s books, records and papers. The restrictions as outlined in this Article shall notapply to communication or disclosures that the Retrocessionaire is required to make to itsstatutory auditors, retrocessionaires, legal counsel, arbitrators involved in any arbitrationprocedures under this Agreement or disclosures required upon subpoena or other duly-issued order ofa court or other governmental agency or regulatory authority.**ARTICLE 17 - INSOLVENCY**In the event of the insolvency of the Retrocedant, this reinsurance shall be payable directly tothe Retrocedant, or to its liquidator, receiver, conservator or statutory successor on the basis ofthe liability of the Retrocedant without diminution because of the insolvency of the Retrocedant orbecause the liquidator, receiver, conservator or statutory successor of the Retrocedant has failedto pay all or a portion of any claim.It is agreed, however, that the liquidator, receiver, conservator or statutory successor of theRetrocedant shall give written notice to the Retrocessionaire of the pendency of a claim againstthe Retrocedant indicating the Reinsurance Contract reinsured, which claim would involve a possibleliability on the part of the Retrocessionaire within a reasonable time after such claim is filed inthe conservation or liquidation proceeding or in the
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receivership, and that during the pendency of such claim, the Retrocessionaire may investigate suchclaim and interpose, at its own expense, in the proceeding where such claim is to be adjudicatedany defense or defenses that it may deem available to the Retrocedant or its liquidator, receiver,conservator or statutory successor. The expense thus incurred by the Retrocessionaire shall bechargeable, subject to the approval of the court, against the Retrocedant as part of the expense ofconservation or liquidation to the extent of a pro rata share of the benefit which may accrue tothe Retrocedant solely as a result of the defense undertaken by the Retrocessionaire.As to all reinsurance made, ceded, renewed or otherwise becoming effective under this Agreement,the reinsurance shall be payable as set forth above by the Retrocessionaire to the Retrocedant orto its liquidator, receiver, conservator or statutory successor, except (1) where the ReinsuranceContracts specifically provide another payee in the event of the insolvency of the Retrocedant, or(2) where the Retrocessionaire with the consent of the insured or reinsureds, has assumed suchReinsurance Contract obligations of the Retrocedant as direct obligations of the Retrocessionaireto the payees under such Reinsurance Contracts and in substitution for the obligations of theRetrocedant to such payees.**ARTICLE 18 - OFFSET**The Retrocedant and the Retrocessionaire shall have the right to offset any balance or amounts duefrom one party to the other under the terms of this Agreement. The party asserting the right ofoffset may exercise such right at any time whether the balances due are on account of premiums,losses or otherwise.**ARTICLE 19 - ERRORS AND OMISSIONS**Any inadvertent delay, omission, error or failure made in connection with this Agreement shall notrelieve either party hereto from any liability which would attach hereunder if such delay,omission, error or failure had not been made, provided such delay, omission, error or failure isrectified as soon as reasonably practicable after discovery.**ARTICLE 20- MISCELLANEOUS PROVISIONS**          SECTION 20.01 Severability. If any term or provision of this Agreement shall be heldvoid, illegal, or unenforceable, the validity of the remaining portions or provisions shall not beaffected thereby.          SECTION 20.02 Successors and Assigns. This Agreement may not be assigned by eitherparty without the prior written consent of the other. The provisions of this Agreement shall bebinding upon and inure to the benefit of and be enforceable by the parties hereto and theirrespective successors and assigns as permitted herein.          SECTION 20.03 Execution in Counterparts. This Agreement may be executed by theparties hereto in any number of counterparts and by each of the parties hereto in separatecounterparts, each of which counterparts, when so executed and
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delivered, shall be deemed to be an original, but all such counterparts shall togetherconstitute but one and the same instrument.          SECTION 20.04 Headings. Headings used herein are not a part of this Agreement andshall not affect the terms hereof.          SECTION 20.05 Amendments; Entire Agreement. This Agreement may be amended only bywritten agreement of the parties. This Agreement supersedes all prior discussions and written andoral agreements and constitutes the sole and entire agreement between the parties with respect tothe subject matter hereof.          SECTION 20.06 Negotiated Agreement. This Agreement has been negotiated atarm’s-length, and the fact that the initial and final drafts will have been prepared by eitherparty will not give rise to any presumption for or against any party to this Agreement or be usedin any respect or forum in the construction or interpretation of this Agreement or any of itsprovisions.     IN WITNESS WHEREOF, the parties have caused this Agreement to be executed in duplicate bytheir respective officers duly authorized so to do, on the date set forth below.           Platinum Underwriters Bermuda, Ltd.             By: /s/ Francois Bertrand             Name: Francois Bertrand      Title: Chief Underwriting Officer      Date: June 28, 2006             Platinum Underwriters Reinsurance, Inc.             By: /s/ Kevin Marine             Name: Kevin Marine      Title: Senior Vice President        and Chief Underwriting Officer      Date: June 26, 2006  
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**NUCLEAR ENERGY RISKS EXCLUSION CLAUSE (REINSURANCE) (1994)**