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                                                                   EXHIBIT 10.80

                               REFERRAL AGREEMENT
                                    BETWEEN
                     RENAISSANCE UNDERWRITING MANAGERS LTD.
                                      AND
                     PLATINUM UNDERWRITERS REINSURANCE, INC.

This Referral Agreement ("Agreement"), dated as of November 3, 2003, is made and
entered into by and between Renaissance Underwriting Managers Ltd. ("RUM") and
Platinum Underwriters Reinsurance, Inc. (the "Company").

In consideration of the mutual covenants contained in the following Articles and
upon the terms and conditions as set forth therein, the parties hereto agree as
follows:

ARTICLE I: OBLIGATIONS OF THE PARTIES

RUM, a subsidiary of Renaissance Re Holdings Ltd ("Renaissance"), and the
Company have entered into an Agreement whereby RUM will from time to time
provide referrals of treaty and facultative reinsurance contracts to the Company
for compensation as outlined herein. RUM will not retain any liability as
respects those contracts referred except as provided in Article V; and the
Company will be responsible for the management of such business in all respects.

ARTICLE II: TERM

(1)      TERM: This Agreement shall be effective from November 1, 2002 through
         October 31, 2007 as respects treaty and facultative reinsurance
         contracts with inception and/or anniversary dates during the period.

(2)      This Agreement is not cancelable prior to the expiration date by either
         party. Run-off or cut-off of this Agreement will be mutually agreed. If
         no agreement can be reached, the contract shall run-off.

ARTICLE III: DEFINITIONS

The following definitions will apply to this Agreement:

(1)      "SUBJECT BUSINESS" will consist of "RENAISSANCE RE GROUP BUSINESS" and
         "DIRECTED BUSINESS" as defined below.

         "RENAISSANCE RE GROUP BUSINESS" is defined as all treaty and
         facultative reinsurance contracts ceded to the Company from companies
         owned or managed by Renaissance or any of its subsidiaries. Renaissance
         Re Group Business will be specifically listed in Exhibit A, which will
         be added to this Agreement and updated monthly.

         "DIRECTED BUSINESS" is defined as all treaty and facultative
         reinsurance contracts ceded to the Company from companies that are not
         owned or managed by Renaissance or any of its subsidiaries that were
         directed to the Company by RUM. Directed Business will be specifically
         listed in either Exhibit B or Exhibit B Prime, which will be added to
         the Agreement and updated monthly or as contracts are added.

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         The Company has the sole right to determine which contracts will be
         added to Exhibit B and Exhibit B Prime. Contracts listed in Exhibit B
         shall be considered Directed Business for all renewals by the Company
         until the Termination of this Agreement. Contracts listed in Exhibit B
         Prime shall only be considered Directed Business for the annual period
         listed on Exhibit B Prime.

         At the time of referral of potential Subject Business, the parties will
         clearly indicate in which Exhibit the contracts will be included.

(2)      "AGREEMENT" means this Agreement, together with the exhibits hereto, as
         the same may be amended in accordance herewith from time to time.

(3)      "ANNUAL PERIOD" as used herein will initially be from November 1, 2002
         to October 31, 2003 and each 12-month period thereafter until the
         expiration of this Agreement on October 31, 2007.

(4)      "AVERAGE QUARTERLY EXPERIENCE ACCOUNT BALANCE" means, for the purpose
         of Article IV(3) hereof, the sum of the Interest Credit Base on the
         last day of the current quarter plus the Interest Credit Base on the
         last day of the immediately prior quarter, multiplied by 0.50. However,
         for the initial quarter of this Agreement, the Average Quarterly
         Experience Account Balance shall equal the Interest Credit Base on the
         last day of such quarter multiplied by 0.50.

(5)      "AVERAGE QUARTERLY ONE-YEAR TREASURY NOTE RATE" means, for the purpose
         of Article IV(3) hereof, the one-year Treasury Note rate prevailing on
         the last day of the applicable quarter, multiplied by 90 divided by
         360.

(6)      "GROSS LOSSES INCURRED" means, for the purpose of Article IV(2) hereof,
         for each Annual Period, the gross losses and loss adjustment expenses
         paid as of the date of calculation, plus the ceded reserves for losses
         and loss adjustment expenses outstanding as of the same date (including
         any ceded reserves for incurred but not reported loss and loss
         adjustment expense as carried on the audited financial statements of
         the Company), it being understood and agreed that all losses and
         related loss adjustment expenses under the contracts allocated to an
         Annual Period shall be charged to the Annual Period, regardless of the
         date said losses actually occur.

(7)      "GROSS PREMIUMS WRITTEN" means all direct premiums written by the
         Company on Subject Business, without deduction for any premiums ceded
         by the Company or premiums paid for reinsurance recoveries which inure
         to the benefit of the Company.

 (8)     "INTEREST CREDIT BASE" means, for the purpose of Article IV(3) hereof,
         the year-to-date collected Gross Premiums Written minus the
         year-to-date gross losses and loss adjustment expenses paid, minus the
         year-to-date acquisition expenses paid.

ARTICLE IV: FEES AND COMMISSIONS

(1)      FINDER'S FEE

         Within 30 days following each Annual Period, the Company shall pay to
         RUM a Finder's Fee on the Directed Business included in EXHIBIT B and
         EXHIBIT B PRIME written by the Company pursuant to this Agreement for
         the Annual Period.

         The Finder's Fee Rate shall be 1.0% percent of Gross Premiums Written
         for all pro-rata business, 2.5% of Gross Premiums Written on all excess
         of loss business, and 7.5% of the Company's margin on all

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         finite business. The Finder's Fee will not apply to the portion of the
         premium retroceded to RenRe pursuant to Article V.

         The Finder's Fee Payment will be calculated based on the Finder's Fee
         Rate as indicated in the preceding paragraph and will be deemed to be
         final when paid. The determination as to what constitutes pro-rata,
         excess of loss and finite business will be mutually agreed by RUM and
         the Company. Margin will be calculated on finite business by a method
         mutually agreed by both parties.

(2)      PROFIT COMMISSION

         This Profit Commission Article will apply to all Subject Business
         included in this Agreement as listed in Exhibit A, the "Renaissance Re
         Group Business" and Exhibit B and Exhibit B Prime, the "Directed
         Business".

         In consideration of the services rendered by RUM pursuant to this
         Agreement, the Company shall pay RUM a Profit Commission in respect of
         each Annual Period. RUM shall calculate the amount of Profit Commission
         due for each Annual Period. The Profit Commission will be resettled 30
         days following the end of each Annual Period until all income and
         liability for the Subject Business applicable to that Annual Period is
         extinguished or until mutually agreed by both parties.

         The Amount of Profit will be equal to the positive balance, if any,
         derived from the following formula: the earned portion of Gross
         Premiums Written less the sum of: (i) Gross Losses Incurred and (ii)
         actual expenses paid (direct expenses including but not limited to
         brokerage and FET) by the Company on Subject Business plus an Interest
         Credit, calculated at the option of RUM.

         The Profit Commission Rate for each Annual Period shall be twenty (20%)
         percent. The Profit Commission shall be equal to the Amount of Profit
         multiplied by the Profit Commission Rate.

         The Company will calculate and provide interim reports of the Profit
         Commission as of each September 30th within 30 days following each
         Annual Period. There will be a separate profit commission calculation
         for each Annual Period with unlimited deficit carry forward. As
         respects each calculation, any additional Profit Commission due RUM
         shall be paid by the Company with the report, and any return Profit
         Commission shown to be due the Company shall be paid by RUM within 30
         days after receipt of the report.

         Profit Commission shall not apply to the portion of the premium
         retroceded to RenRe, pursuant to Article V.

(3)      INTEREST CREDIT

         This Interest Credit article will apply to all Subject Business
         included in this Agreement as listed in EXHIBIT A, the "Renaissance Re
         Group Business", EXHIBIT B and EXHIBIT B PRIME, the "Directed
         Business", and RUM will have the right to calculate a quarterly
         Interest Credit on the funds held by the Company in respect of the
         applicable Subject Business. The Interest Credit will equal the Average
         Quarterly Experience Account Balance multiplied by the applicable
         Average Quarterly one-year US Treasury Note rate. The Company agrees to
         provide the quarterly premium collected, loss and loss adjustment
         expenses paid and acquisition expenses paid for the purpose of this
         calculation, at the end of each Annual Period, and shall pay the
         Interest Credit concurrently with the Annual Profit Commission payment,
         if requested by RUM.

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ARTICLE V: RETROCESSION OF SUBJECT BUSINESS

(1)      OPTION TO RETROCEDE CONTRACTS: At the sole option of RUM, RUM will have
         the right to designate individual contracts from the Directed Business
         listed in Exhibit B and Exhibit B Prime to be retroceded to Renaissance
         Reinsurance Ltd. ("RenRe") on a quota share basis. No more than 30% of
         Company's signed line may be required to be retroceded to RenRe
         pursuant to this Article V. RUM must designate the contracts to be
         retroceded to RenRe within 30 days from the date on which the contracts
         are listed in Exhibit B or Exhibit B Prime (but not to exceed 60 days
         from the inception of the contract), subject to any extension agreed to
         by the parties. The contracts designated by RUM to be retroceded will
         be specifically listed in Exhibit C, which will be attached to this
         Agreement and updated monthly, or as contracts are added. The Company
         and RenRe will enter into a separate quota share retrocession agreement
         with respect to the contracts included on Exhibit C.

(2)      AGGREGATE CAP TO RETROCEDED CONTRACTS: As respects those contracts
         retroceded to RenRe pursuant to Article V (1) above, RUM at its sole
         option, can designate which of those contracts listed in Exhibit C will
         be subject to an Aggregate Loss Ratio Cap provided by the Company.
         Those contracts designated by RUM will be listed specifically in an
         Exhibit D, which will be attached to this Agreement and updated
         monthly, or as contracts are added. The Aggregate Loss Ratio Cap
         provided by the Company will limit the maximum liability of RenRe from
         those contracts listed in Exhibit D to 225% of Gross Premiums Written
         for each Annual Period. The Aggregate Loss Ratio Cap will apply to the
         combined performance of all contracts listed in Exhibit D. At the time
         of referral of potential Subject Business, the parties will clearly
         indicate in which Exhibit the contracts will be included.

(3)      EXPENSE OVERRIDE: As of each September 30th, RUM will pay to the
         Company an Expense Override Payment in consideration of the Aggregate
         Loss Ratio Cap provided by the Company in Article V (2) above.

         The Expense Override Rate shall be 3.0% percent.

         The Expense Override Payment will be the product of the Expense
         Override Rate times the Gross Premiums Written for the Contracts listed
         in Exhibit D for the Annual Period ending on the applicable September
         30th. The Expense Override Payment shall be payable simultaneously with
         the Finder's Fee in Article IV (1).

ARTICLE VI: TERMS AND CONDITIONS

(1)      This Agreement shall not restrict the rights or ability of RUM to offer
         services similar to those contemplated hereby to third parties
         including its own affiliates. The Company waives any claim based on any
         conflict of interest on the part of RUM or its employees arising from
         any RUM affiliate carrying on business similar to that of the Company.

(2)      If any part of this Agreement shall be adjudged by any court of
         competent jurisdiction to be invalid, such judgment will not affect or
         nullify the remainder of this Agreement but the effect thereof will be
         confined to the part immediately involved in the controversy adjudged.

(3)      The waiver by either party hereto of any breach of this Agreement,
         whether in a single instance or repeatedly, shall not be construed as a
         waiver of rights under this Agreement to terminate the same because of
         similar, additional or future breaches. Further, such waiver shall not
         in any manner be construed as a waiver by the other party to strictly
         adhere to the terms and conditions of this Agreement nor as a waiver of
         any claim for damages or other remedy by reason of such breach.

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(4)      Without the written consent of the other party, this Agreement may not
         be assigned by either of the parties hereto. Subject to the preceding
         sentence, this Agreement will be binding upon, inure to the benefit of
         and be enforceable by the parties and their respective successors and
         permitted assigns. Any such assignments shall be subject to all
         necessary regulatory approvals.

(6)      This Agreement may not be amended, and none of its provisions may be
         modified, except expressly by an instrument signed by the parties
         hereto; provided, however that the parties shall not modify or amend
         any material provision of this Agreement if such action requires the
         prior approval of the Bermuda Registrar of Companies and/or the
         Maryland Insurance Administration, without first obtaining such
         approval.

(7)      This Agreement shall not be construed to create the relationship of
         employer or employee, partnership, or any type of joint venture
         relationship, between the Company and RUM or their respective
         affiliates.

(8)      Nothing in this Agreement is intended to confer any rights or remedies
         under or by reason of this Agreement on any persons other than RUM and
         the Company and their respective successors. Nothing in this Agreement
         is intended to relieve or discharge the obligations or liability of any
         third persons to RUM or the Company. No provision of this Agreement
         shall give any third persons any right of subrogation or action over or
         against RUM or the Company.

(9)      Except as provided herein, RUM shall not have any other or further
         obligations or responsibilities to the Company, including, but not
         limited to, any liability for the uncollectability of any reinsurance
         premium, the profitability of the business of the Company, the solvency
         of any person (including the Company) or the failure of third parties
         (including insurers and reinsurers) to fulfill their obligations.

(10)     This Agreement, including any exhibits hereto, sets forth the entire
         understanding of the parties with respect to the transactions
         contemplated hereby, and merges and supersedes all prior discussions,
         agreements, promises, representations, warranties and arrangements of
         every kind and nature between them as to the subject matter hereof, and
         neither party shall be bound by any condition, warranty or
         representation relating to such subject matter other than as expressly
         provided for in this Agreement or as may be set forth in a subsequent
         writing signed by the party which is to be bound thereby.

(11)     No uncertainty or ambiguity herein shall be construed or resolved
         against either party, whether under any rule of construction or
         otherwise. Neither party to this Agreement shall be considered the
         draftsman. The parties acknowledge and agree that this Agreement has
         been reviewed, negotiated and accepted by the parties and their
         attorneys and shall be construed and interpreted according to the
         ordinary meaning of the words used so as fairly to accomplish the
         purposes and intentions of all parties hereto.

(12)     All notices or other communications that are required or permitted
         hereunder shall be in writing and sufficient if delivered by hand, or
         by courier or overnight carrier, to the Company or RUM at its address
         set forth below (or at such other address as the Company or RUM may
         designate by notice as provided hereunder), and shall be deemed to have
         been delivered as of the date so delivered.

         If to the Company:

                  Platinum Underwriters Reinsurance, Inc.
                  195 Broadway
                  New York, NY 10007
                  Attention: James M. Conway, General Counsel
                  Facsimile: (212) 809-7565

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         If to RUM:

                  Renaissance Underwriting Managers Ltd.
                  Renaissance House
                  8-12 East Broadway
                  Pembroke HM19 Bermuda
                  Attention: Stephen H. Weinstein, General Counsel
                  Facsimile: (441) 296-5037

ARTICLE VII: ARBITRATION

(1)      As a condition precedent to any right of action under this Agreement,
         any dispute arising out of, or related in any way to, this Agreement or
         the transactions hereunder, including its formation and validity, shall
         be submitted to a panel of arbitrators sitting in Bermuda, unless the
         parties agree otherwise. The panel shall be composed of two
         arbitrators, one to be chosen by each party, and an umpire to be chosen
         by the arbitrators. The arbitrators and umpire shall be disinterested,
         active or retired executive officers of property or casualty insurance
         or reinsurance companies, not under the control or management of either
         party to this Agreement.

(2)      The party demanding arbitration shall do so by written notice in
         accordance with the notice provisions of this Agreement. The
         arbitration demand shall state the issues to be resolved and shall name
         the arbitrator appointed by the demanding party. Within 30 days of
         receipt of the demand for arbitration, the responding party shall
         notify the demanding party of any additional issues to be resolved in
         the arbitration and the name of the responding party's appointed
         arbitrator. If the responding party refuses or neglects to appoint an
         arbitrator within 30 days following receipt of the written arbitration
         demand, then the demanding party may appoint the second arbitrator, but
         only after providing 10 days' written notice of its intention to do so,
         and only if such other party has failed to appoint the second
         arbitrator within such 10 day period. The two arbitrators shall, before
         instituting the hearing, select an impartial arbitrator to act as the
         umpire and preside over the hearing. If the two arbitrators fail to
         agree on the selection of a third arbitrator within 30 days after
         notification of the appointment of the second arbitrator, the selection
         of the umpire will be made by the American Arbitration Association.

(3)      The panel shall make its decision in the context of the custom and
         usage of the insurance and reinsurance industry. They shall interpret
         this Agreement as an honorable engagement, and shall settle any dispute
         under this Agreement according to an equitable, rather than strictly
         legal, interpretation of its terms with a view to effecting the general
         purpose of this Agreement. The panel is relieved of all judicial
         formality and may abstain from following the strict rules of law. The
         panel shall have the power to fix all procedural rules for the
         arbitration, including but not limited to, the discretionary power to
         make orders regarding any matters which it may consider proper under
         the circumstances of the case relating to pleadings, discovery,
         inspection of documents, and examination of witnesses. The panel shall
         have the power to receive and act upon such evidence, whether oral or
         written, as it in its sole discretion shall deem relevant to the
         dispute.

(4)      The panel shall render a decision in writing within 60 days after the
         matter is finally submitted to it unless the parties agree to an
         extension. Any decision by a majority of the panel members shall be
         final and binding on the parties. If either of the parties fails to
         comply with the panel's decision, the other party may apply for its
         enforcement to a court of competent jurisdiction.

(5)      Unless ordered differently by the panel, each party shall bear the
         expenses of its own arbitrator, and shall jointly and equally bear with
         the other party the expenses of the umpire. In the event both

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         arbitrators are chosen by one party, the fees of all three arbitrators
         shall be equally divided between the parties. The remaining costs of
         the arbitration proceeding shall be allocated by the panel as part of
         it award.

(6)      Except as otherwise provided herein, all proceedings pursuant hereto
         shall be governed by the laws of the State of New York without giving
         effect to any choice or conflict of laws provision or rule (whether the
         State of New York or any other jurisdiction) that would cause the
         application of the laws of any jurisdiction other than the State of New
         York.

IN WITNESS WHEREOF, each party hereto has caused this Agreement to be executed
in its company name by its respective Officer, hereunto duly authorized as of
the date first written above.

PLATINUM UNDERWRITERS REINSURANCE, INC.

SIGNED by  /s/ Michael D. Price
           --------------------
Name: Michael D. Price
Title: President

RENAISSANCE UNDERWRITING MANAGERS LTD.

SIGNED by  /s/ John D. Nichols, Jr.
           ------------------------
Name: John D. Nichols, Jr.
Title: Executive Vice President

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