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                                                                   EXHIBIT 10.45

                                                                  EXECUTION COPY

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                     100% QUOTA SHARE RETROCESSION AGREEMENT
                             (NON-TRADITIONAL - D-3)

                                 BY AND BETWEEN

                   ST. PAUL FIRE AND MARINE INSURANCE COMPANY

                                  (RETROCEDANT)

                                       and

                     PLATINUM UNDERWRITERS REINSURANCE, INC.

                               (RETROCESSIONAIRE)

                          DATED AS OF NOVEMBER 1, 2002

         THIS QUOTA SHARE RETROCESSION AGREEMENT (this "Agreement"), effective
as of 12:01 a.m. New York time on the day following the Closing (such term and
all other capitalized terms used but not defined herein shall have the meanings
ascribed to such terms in the Formation and Separation Agreement, as defined
below; such time the "Effective Time" and such date the "Effective Date"), is
made by and between ST. PAUL FIRE AND MARINE INSURANCE COMPANY, a Minnesota
domiciled insurance company ("Retrocedant"), and PLATINUM UNDERWRITERS
REINSURANCE, INC. (formerly known as USF&G Family Insurance Company), a Maryland
domiciled stock insurance company ("Retrocessionaire").

         WHEREAS, pursuant to a Formation and Separation Agreement dated as of
October 28, 2002 (the "Formation and Separation Agreement") between Platinum
Underwriters Holdings, Ltd. ("Platinum Holdings"), the ultimate parent of
Retrocessionaire, and The St. Paul Companies, Inc. ("The St. Paul"), the
ultimate parent of Retrocedant, Platinum Holdings acquired one hundred percent
(100%) of the issued and outstanding Shares; and

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         WHEREAS, pursuant to the Formation and Separation Agreement, The St.
Paul agreed to cause its insurance subsidiaries to cede specified liabilities
under certain reinsurance contracts of The St. Paul's insurance subsidiaries,
and Platinum Holdings agreed to cause its insurance subsidiaries to reinsure
such liabilities; and

         WHEREAS, Retrocedant has agreed to retrocede to Retrocessionaire, and
Retrocessionaire has agreed to assume by indemnity reinsurance, as of the
Effective Time, a one hundred percent (100%) quota share of the liabilities
arising pursuant to the Reinsurance Contract (as defined hereunder), subject to
the terms set forth herein.

         NOW, THEREFORE, in consideration of the mutual covenants and promises
and upon the terms and conditions set forth herein, the parties hereto agree as
follows:

                                   ARTICLE I

                          BUSINESS COVERED; EXCLUSIONS

         Retrocedant hereby obligates itself to retrocede to Retrocessionaire
and Retrocessionaire hereby obligates itself to accept, pursuant to the terms of
this Agreement, a one hundred percent (100%) quota share of any and all
liabilities incurred by Retrocedant on or after January 1, 2002 but not yet paid
as of the Effective Time, net of Inuring Retrocessions (as defined in Section
7.01 herein), under only the Whole Account Excess of Loss Reinsurance Agreement
with Employers Reinsurance Corporation ("ERC") and any renewal thereof entered
into pursuant to the Underwriting Management Agreement between Retrocedant and
Retrocessionaire of even date hereof, for the period from September 12, 2001
through December 31, 2004 specified on Schedule A (the "Reinsurance Contract")
(solely for the convenience of the parties Exhibit A-2 sets forth Loss Reserves
(as defined in Exhibit A-1 hereto), over the Reinsurance Contract, by Class of
Business (as defined below), each as of June 30, 2002).

         Notwithstanding the foregoing, Retrocedant shall retain all liabilities
for ceding commission and brokerage fees up to the carrying value of the related
reserves on the books of the Retrocedant as of Sepember 30, 2002 (the "Initial
Ceding Commission Reserves"), and as finally determined pursuant to the
provisions of Article IV herein. All liabilities for ceding commissions and
brokerage fees in excess of such carrying value shall be assumed by
Retrocessionaire, as provided for above.

         Notwithstanding the foregoing, Retrocedant will retain all liabilities
arising under any Reinsurance Contract relating to or emanating from the losses
caused by the European Floods in August 2002 (the "Flood Liabilities").

         With respect to any named storm(s) (which are Tropical Prediction
Center designated named storms) in existence as of the Effective Time which
cause insured damage within 10 days of the Effective Date, except as provided
for herein, Retrocedant shall retrocede one hundred percent (100%) quota share
of losses arising from all such storms, net of the inuring benefit of Inuring
Retrocessions as allocated pursuant to

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Exhibits D and F (but excluding the inuring benefit of the Holborn aggregate
cover referenced as Item 13 in Exhibit B)) to Retrocessionaire and
Retrocessionaire shall accept one hundred percent (100%) quota share of such
losses. However, Retrocedant shall retain $25,000,000 of losses, in the
aggregate, net of the inuring benefit of Inuring Retrocessions as allocated
pursuant to Exhibits D and F, in excess of the first $25,000,000, net of the
inuring benefit of Inuring Retrocessions as allocated pursuant to Exhibits D and
F, that Retrocessionaire assumes. Retrocedant shall use commercially reasonable
efforts to arrange, on behalf of Retrocessionaire, third party retrocessional
coverage for losses arising from such named storms in excess of $50,000,000 in
the aggregate, net of the inuring benefit of Inuring Retrocessions as allocated
pursuant to Exhibits D and F. The cost of such coverage shall not exceed $5
million with such cost shared equally by Retrocedant and Retrocessionaire. The
amount of such coverage shall be $100,000,000 or such lesser amount as may be
available on the specified terms. It is understood that the calculation of any
losses or retentions by the Retrocedant or the Retrocessionaire, as the case may
be, pursuant to this subparagraph shall include all losses or retentions,
respectively, with respect to all subsidiaries of The St. Paul or Platinum
Holdings, as the case may be, under any Quota Share Retrocession Agreement, as
defined in the Formation and Separation Agreement, between any subsidiary of The
St. Paul, as cedant, and a subsidiary of Platinum Holdings as retrocessionaire.

         The Flood Liabilities and the liabilities in respect of the named
storms, as described above retained by Retrocedant as specified above
(collectively, the "Excluded Losses") shall not be subject to this Agreement.

         No retrocession shall attach with respect to any contracts of
reinsurance of any kind or type whatsoever issued and/or assumed by Retrocedant,
other than the Reinsurance Contract.

                                   ARTICLE II

                                      TERM

         This Agreement shall be continuous as to the Reinsurance Contract.
Except as mutually agreed in writing by the Retrocedant and the
Retrocessionaire, this Agreement shall remain continuously in force until the
Reinsurance Contract is terminated, expired, cancelled or commuted.

                                  ARTICLE III

                                    COVERAGE

         SECTION 3.01      Section A (Retrospective) Coverage Period. The
Section A (Retrospective) Coverage Period will be the period from and including
January 1, 2002 to but not including the Effective Time.

         SECTION 3.02      Section B (Prospective) Coverage Period. The Section
B (Prospective) Coverage Period will be the period from and including the
Effective Time

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through the commutation, expiration or final settlement of all liabilities under
the Reinsurance Contract.

         SECTION 3.03      Funds Withheld Account.

         (a)      Pursuant to the Reinsurance Contract, is obligated to maintain
a funds withheld account (the "Funds Withheld Account") for the benefit of
Retrocedant until the commutation of, the final loss settlement under or the
termination of the Reinsurance Contract. Pursuant to this Agreement, Retrocedant
shall maintain a notional funds withheld account ("Notional Account") and shall
allocate the balance of the Funds Withheld Account between the 2001 underwriting
year ("Prior Year Account") and future underwriting years ("Current Account").
The balance of the Prior Year Account shall be $5,000,000 at inception. The
balance of the Current Account shall be $12,100,000 plus any adjustment premiums
paid at any time.

         (b)      Pursuant to the terms of the Reinsurance Contract, balances in
the Funds Withheld Account will be applied against losses payable under the
Reinsurance Contract. Any reduction in the balance of the Funds Withheld Account
will be reflected in the Notional Account, as appropriate, allocated between the
Prior Year Account and the Current Account.

         Pursuant to the terms of the Reinsurance Contract, all loss settlement
and other payments to be made by Retrocedant under the Reinsurance Contract
shall first be made from the Funds Withheld Account until the balance of such
account is reduced to zero. Upon final loss settlement of losses allocable to
the Prior Year Account, the balance of such account shall be credited to the
Current Account.

         (c)      Under the terms of the Reinsurance Contract, ERC is required
to pay to Retrocedant a margin as defined in the Reinsurance Contract. One
hundred percent of the margin relating to the period September 12, 2001 through
December 31, 2002 shall be paid by Retrocedant upon receipt to Retrocessionaire.

                                   ARTICLE IV

                      PREMIUMS AND ADDITIONAL CONSIDERATION

         SECTION 4.01      Section A (Retrospective) Coverage Period -- Premium.

         (a)      On the Effective Date, in respect of the Section A
(Retrospective) Coverage Period, Retrocedant shall pay to the account of
Retrocessionaire an aggregate amount representing the sum of all amounts related
and specifically allocated to each individual Class of Business (the "Initial
Section A Premium") equal to one hundred percent (100%) of the carrying value on
the books of the Retrocedant as of September 30, 2002, of the aggregate of all
Loss Reserves relating to the Reinsurance Contract, determined in accordance
with statutory accounting principles on a basis consistent in all material
respects with the methods, principles, practices and policies employed in the
preparation and presentation of Retrocedant's annual statutory financial
statement as of

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December 31, 2001 as filed with the Minnesota Department of Commerce (consistent
with the methods, principles, practices and policies applied at June 30, 2002)
and as submitted to The St. Paul, provided, that in no event shall such amount
be less than Retrocedant's good faith estimate, based upon due investigation by
the Retrocedant, as of the date at which such calculation is being made, of all
Loss Reserves relating to the Reinsurance Contract by applicable Class of
Business that would be required (i) in order for such reserves to be in full
compliance with customary practices and procedures of Retrocedant for filings
and financial statements as of September 30, 2002, and (ii) to cause such
reserves to bear a reasonable relationship to the events, conditions,
contingencies and risks which are the bases for such reserves, to the extent
known by Retrocedant at the time of such calculation.

         (b)      On the 90th day following the Effective Date (or if such 90th
day is not a Business Day, the first Business Day following such 90th day),
Retrocedant shall prepare and deliver to Retrocessionaire an accounting (the
"Proposed Loss Reserve Accounting") of all Loss Reserves relating to the
Reinsurance Contract, as of the Effective Date, determined in accordance with
this Section 4.01 and the Methodology for Calculation of the Final Section A
Premium, as set forth on Exhibit A-1 hereto (the "Final Section A Premium") and
the reserves for ceding commissions and brokerage fees relating to the
Reinsurance Contracts on the books of the Retrocedant as of the Effective Date
(the "Final Ceding Commission Reserves"), and taking into consideration all
relevant data becoming available to Retrocedant subsequent to the Effective
Date. In the event the Final Section A Premium for any individual Class of
Business is greater than the Initial Section A Premium for such individual Class
of Business or the Final Ceding Commission Reserves are less than the Initial
Ceding Commission Reserves, Retrocedant shall promptly pay to the account of
Retrocessionaire the difference plus interest on such amount at the Applicable
Rate from and including the Effective Date to and including the date of such
payment. In the event the Final Section A Premium for any individual Class of
Business is less than the Initial Section A Premium for such individual Class of
Business or the Final Ceding Commission Reserves are greater than the Initial
Ceding Commission Reserves, Retrocessionaire shall promptly pay to the account
of Retrocedant the difference plus interest on such amount at the Applicable
Rate (as defined below) from and including the Effective Date to and including
the date of such payment. "Class of Business" shall be defined as each
individual class or line of business as delineated by the Retrocedant as of the
date hereof as set forth on Schedule A.

         (c)      In the event that a reinsurance contract is deemed to be a
Reinsurance Contract by the mutual agreement of the parties, the parties shall
determine whether the Final Section A Premium reflected one hundred percent of
the associated reserves with respect to such Reinsurance Contract as of the
Effective Date. If the Final Section A Premium did not so reflect such
associated reserves with respect to such Reinsurance Contract as of the
Effective Date, Retrocedant shall promptly pay to the account of
Retrocessionaire an amount equal to the amount that should have been included in
the Final Section A Premium, as determined pursuant to paragraph (b) of this
Section 4.01, less any amounts paid by Retrocedant on or after the Effective
Date pursuant to such Reinsurance Contract relating to such reserves, plus
interest on such amount at the

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Applicable Rate calculated from and including the Effective Date to and
including the date of such payment to Retrocessionaire.

         (d)      Notwithstanding the foregoing, the parties agree that all
gross estimated premiums written prior to the Effective Date and earned but not
yet billed, net of applicable ceding commission and retrocession premium (net of
retrocession commissions) ("EBUB", and also referred to as "estimated premiums
receivable" or "EBNR" or "earned but unbilled") as of the Effective Time and
relating to the Reinsurance Contracts, as determined on or before September 30,
2002, as set forth in Exhibit A-1, in a manner consistent with Retrocedant's
customary practices and procedures and as submitted to The St. Paul, shall be
allocated to Retrocedant. All payments received after the Effective Time by
Retrocedant or Retrocessionaire in respect of EBUB as of the Effective Time
shall be retained by Retrocedant or held on trust for and paid by
Retrocessionaire to or to the order of Retrocedant, and all rights to collect
such amounts shall be retained by or transferred to Retrocedant. Any changes
made on or after the Effective Time as to the estimated amount of EBUB as of the
Effective Time shall be for the account of Retrocessionaire and shall not affect
the amount retained by Retrocedant. The parties agree that as of the first
anniversary of the date hereof, Retrocessionaire shall pay to Retrocedant the
difference, if any, between the amount of EBUB as of the Effective Time and the
aggregate amount subsequently billed and paid to and/or retained by Retrocedant
prior to that date with respect to EBUB as of the Effective Time, it being
understood that Retrocedant shall bear all risk of non-payment and
non-collectibility with respect to premiums written and unearned as of the
Effective Date and subsequently billed. All amounts, if any, in respect of EBUB
which are in excess of EBUB as of the Effective Time, calculated pursuant to the
first sentence of this Section 4.01(d), shall be for the account of
Retrocessionaire and no such amounts shall be retained by or payable to
Retrocedant.

         SECTION 4.02      Section B (Prospective) Coverage Period -- Premiums.

         (a)      On the Effective Date, in respect of the Section B
(Prospective) Coverage Period, Retrocedant shall transfer to Retrocessionaire an
aggregate amount representing the sum of all amounts related and specifically
allocated to each individual Class of Business (the "Initial Section B Premium")
equal to the carrying value on the books of Retrocedant as of September 30,
2002, of one hundred percent (100%) of the unearned premium reserves, net of
unearned ceding commissions and net of Inuring Retrocession premiums as provided
for in Section 7.04 and as allocated pursuant to Exhibit E, in each case
relating to the Reinsurance Contract, determined in accordance with statutory
accounting principles on a basis consistent in all material respects with the
methods, principles, practices and policies employed in the preparation and
presentation of Retrocedant's annual statutory financial statement as of
December 31, 2001 as filed with the Minnesota Department of Commerce (consistent
with the methods, principles, practices and policies applied at June 30, 2002)
and as submitted to The St. Paul.

         (b)      On the 90th day following the Effective Date (or if such 90th
day is not a Business Day, the first Business Day following such 90th day),
Retrocedant shall prepare and deliver to Retrocessionaire an accounting (the
"Proposed Premium Reserve

                                      -6-

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Accounting", together with the Proposed Loss Reserve Accounting, the "Proposed
Accounting") of all unearned premium reserves relating to the Reinsurance
Contract, as of the Effective Date, determined in accordance with statutory
accounting principles on a basis consistent in all material respects with the
methods, principles, practices and policies employed in the preparation and
presentation of Retrocedant's annual statutory financial statement as of
December 31, 2001 as filed with the Minnesota Department of Commerce (consistent
with the methods, principles, practices and policies applied at June 30, 2002)
and as submitted to The St. Paul, relating to the Reinsurance Contract, net of
the unearned ceding commission and net of Inuring Retrocession premiums as
provided for in Section 7.04 and as allocated pursuant to Exhibit E (the "Final
Section B Premium"). In the event the Final Section B Premium for any individual
Class of Business is greater than the Initial Section B Premium for such
individual Class of Business, Retrocedant shall promptly pay to the account of
Retrocessionaire the difference plus interest on such amount at the Applicable
Rate from and including the Effective Date to and including the date of such
payment. In the event the Initial Section B Premium for any individual Class of
Business is greater than the Final Section B Premium for such individual Class
of Business, Retrocessionaire shall promptly pay to the account of Retrocedant
the difference plus interest on such amount at the Applicable Rate from and
including the Effective Date to and including the date of such payment.

         (c)      Retrocedant shall transfer to Retrocessionaire with respect to
all Reinsurance Contract, one hundred percent (100%) of all gross premiums
written on or after the Effective Time, net of premium returns, allowances and
cancellations and less any applicable Retrocedant Ceding Commission and Inuring
Retrocession premiums as provided for in Section 7.04 and as allocated pursuant
to Exhibit E.

         (d)      Retrocedant shall retain all gross premiums attributable to
losses arising from the Excluded Losses, including but not limited to adjusted
premiums, portions of reinstatement premiums and other adjustments attributable
to such losses.

         SECTION 4.03      Dispute Resolution.

         (a)      After receipt of the Proposed Accounting, together with the
work papers used in preparation thereof, Retrocessionaire shall have 30 days
(the "Review Period") to review such Proposed Accounting. Unless
Retrocessionaire delivers written notice to Retrocedant on or prior to the 30th
day of the Review Period stating that it has material objections to the Proposed
Accounting for one or more Classes of Business or the Final Ceding Commission
Reserves, Retrocessionaire shall be deemed to have accepted and agreed to the
Proposed Accounting. If Retrocessionaire so notifies Retrocedant of any material
objection(s) to the Proposed Accounting, the parties shall in good faith attempt
to resolve, within 30 days (or such longer period as the parties may agree)
following such notice (the "Resolution Period"), their differences with respect
to such material objections related to any Class of Business so identified.
Retrocedant and Retrocessionaire agree that only those Classes of Business (or
the Final Ceding Commission Reserves, if applicable) to which such notification
relates shall be subject to

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adjustment, and any resolution by them as to any disputed amounts, as evidenced
by a writing signed by both parties, shall be final, binding and conclusive.

         In the event that Retrocessionaire believes that Loss Reserves for a
Class of Business need to be increased beyond the amount implied by the
algorithm set forth in Exhibit A-1, or the Final Ceding Commission Reserves need
to be reduced, Retrocessionaire and Retrocedant will endeavor to agree on an
appropriate adjustment. If the two parties cannot agree on an adjustment,
Retrocedant may elect to (i) retain the liabilities and the associated Loss
Reserves for the subject Class of Business and all unearned premium and
Retrocessionaire shall transfer to Retrocedant all Initial Section A Premium and
Initial Section B Premium paid by Retrocedant for the subject Class of Business,
plus interest on the average daily amount at the Applicable Rate from the
Effective Date to the date of such transfer, or (ii) extend the time period for
adjusting the reserve to as much as 36 months or (iii) choose to arbitrate
according to Section 4.03(b), it being understood that arbitration according to
Section 4.03(b) shall be the sole remedy for disputes regarding the Final Ceding
Commission Reserves. In the event that Retrocedant chooses to extend the time
period for adjusting the reserves for a Class of Business, Retrocedant retains
the exposure to adverse loss development and Retrocessionaire will suffer no
exposure to paid losses in excess of the Initial Section A Premium and Initial
Section B Premium paid by Retrocedant. At the end of the extended period, any
continued disagreement between Retrocedant and Retrocessionaire would be
submitted to arbitration as set forth in Section 4.03(b) hereto.

         (b)      Any amount remaining in dispute at the conclusion of the
Resolution Period for which Retrocedant has not elected the remedies set forth
in Section 4.03(a)(i) and (ii) above or as to which any extension period has
elapsed without agreement between the parties ("Unresolved Changes") shall be
submitted to arbitration. One arbiter (each arbiter, an "Arbiter") shall be
chosen by Retrocedant, the other by Retrocessionaire, and an umpire (the
"Umpire") shall be chosen by the two Arbiters before they enter upon
arbitration. In the event that either party should fail to choose an Arbiter
within 30 days following a written request by the other party to do so, the
requesting party may choose two Arbiters, but only after providing 10 days'
written notice of its intention to do so and only if such other party has failed
to appoint an Arbiter within such 10 day period. The two Arbiters shall in turn
choose an Umpire who shall act as the Umpire and preside over the hearing. If
the two Arbiters fail to agree upon the selection of an Umpire within 30 days
after notification of the appointment of the second Arbiter, the selection of
the Umpire shall be made by the American Arbitration Association. All Arbiters
and Umpires shall be active or retired disinterested property/casualty actuaries
of insurance or reinsurance companies or Lloyd's of London Underwriters.

         (c)      Each party shall present its case to the Arbiters within 30
days following the date of appointment of the Umpire, unless the parties
mutually agree to an extension of time. Subject to the provisions of paragraph
(f) of this Section 4.03, the decision of the Arbiters shall be final and
binding on both parties; but failing to agree, they shall call in the Umpire and
the decision of the majority shall be final and binding upon both parties.

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Judgment upon the final decision of the Arbiters may be entered in any court of
competent jurisdiction.

         (d)      Each party shall bear the expense of its own Arbiter, and
shall jointly and equally bear with the other the expense of the Umpire and of
the arbitration unless otherwise directed by the Arbiters.

         (e)      Any arbitration proceedings shall take place in New York, New
York unless the parties agree otherwise.

         (f)      Once the Proposed Accounting has been finalized in accordance
with the above process, the Final Section A Premium and the Final Section B
Premium amounts shall be as set forth in the Proposed Accounting, as determined
by the Arbiters, if applicable (the "Arbitrated Final Section A Premium" and/or
"Arbitrated Final Section B Premium", as the case may be). In the event the sum
of the Arbitrated Final Section A Premium and the Arbitrated Final Section B
Premium amounts (determined in accordance with the first sentence of this
Section 4.03(f)) is greater than the amount paid by Retrocedant to
Retrocessionaire on the Effective Date, Retrocedant shall promptly pay to the
account of Retrocessionaire the difference plus interest on such amount at the
Applicable Rate from and including the Effective Date to and including the date
of such payment. In the event the sum of such amounts (determined in accordance
with the first sentence of this Section 4.03(f)) is lower than the amount paid
by Retrocedant to Retrocessionaire on the Effective Date, Retrocessionaire shall
promptly pay to the account of Retrocedant the difference plus interest on such
amount at the Applicable Rate from the Effective Date to the date of such
payment.

         (g)      It is understood that the dispute resolution provisions set
forth in this Section 4.03 represent the exclusive remedy for disputes arising
between the parties with respect to the Proposed Accounting and that the dispute
mechanisms set forth in Article XV shall be the exclusive remedy for all
disputes not relating to the Proposed Accounting.

                                   ARTICLE V

                          RETROCEDANT CEDING COMMISSION

         With respect to the Reinsurance Contract, Retrocessionaire shall pay to
Retrocedant a ceding commission (the "Retrocedant Ceding Commission") with
respect to the Section B (Prospective) Coverage Period, and such Retrocedant
Ceding Commission shall equal 100 percent (100%) of the actual expenses incurred
in writing the Reinsurance Contract, including actual ceding commissions and
brokerage fees, as determined in accordance with Retrocedant's customary
practices and procedures and as submitted to The St. Paul, all as allocable pro
rata to periods from and after the Effective Time. Retrocedant Ceding
Commissions shall also include all underwriting fees and other costs and
expenses paid by Retrocedant pursuant to the Underwriting Management Agreement
between Retrocedant and Retrocessionaire, dated as of the date hereof, and all
underwriting and other expenses incurred by Retrocedant on or after the
Effective Date

                                      -9-

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with respect to the liabilities transferred hereunder, as determined in
accordance with Retrocedant's customary practices and procedures.

                                   ARTICLE VI

                               ORIGINAL CONDITIONS

         All retrocessions assumed under this Agreement shall be subject to the
same rates, terms, conditions, waivers and interpretations, and to the same
modifications and alterations, as the Reinsurance Contract.

                                  ARTICLE VII

                              INURING RETROCESSIONS

         SECTION 7.01      Allocation to Retrocessionaire. Retrocedant agrees
that the retrocession contracts purchased by the reinsurance division of The St.
Paul ("St. Paul Re") from third party retrocessionaires ("Third Party
Retrocessionaires") on behalf of Retrocedant prior to the Effective Time that
are listed on Exhibit B hereto shall inure to the benefit of Retrocessionaire to
the extent of liabilities covered under this Agreement ("Inuring
Retrocessions"), subject to the agreed allocations in Exhibits C, D and E. It is
further understood and agreed that facultative reinsurance not listed on Exhibit
B but relating to the Reinsurance Contract shall also inure to the benefit of
Retrocessionaire to the extent of liabilities covered under this Agreement and
shall be considered Inuring Retrocessions under this Agreement.

         SECTION 7.02      Transfer. Retrocedant and Retrocessionaire shall use
their respective commercially reasonable efforts to obtain the consent of Third
Party Retrocessionaires under the Inuring Retrocessions to include
Retrocessionaire as an additional reinsured with respect to the Reinsurance
Contract or, in the alternative, to make all payments directly to the
Retrocessionaire, to the extent allocable to the Reinsurance Contracts, in the
manner set forth in Exhibit D hereto, and to seek all payments, to the extent
allocable to the Reinsurance Contract, in the manner set forth herein in Exhibit
D hereto, directly from Retrocessionaire, it being understood that
Retrocessionaire shall bear all risk of non-payment or non-collectibility under
the Inuring Retrocessions.

         SECTION 7.03      Inuring Retrocessions Claims.

         (a)      Each of the parties agrees to transfer to the other party all
recoveries or any portion thereof that such party receives on or after the
Effective Time pursuant to the Inuring Retrocessions which are allocated to the
other party in the manner set forth in Exhibit D hereto. Retrocedant shall use
its commercially reasonable efforts to collect any recoveries due to
Retrocessionaire under the Inuring Retrocessions that indemnify the Retrocedant
for losses or expenses payable or return of premium allocable to the
Retrocessionaire and shall hold them on trust for, and pay them to or to the
order of Retrocessionaire. The parties agree that Retrocessionaire's obligations
to make payments

                                      -10-

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pursuant to the Inuring Retrocessions or to reimburse Retrocedant pursuant to
this Agreement shall not be waived by non-receipt of any such amounts.
Retrocessionaire shall reimburse Retrocedant for one hundred percent (100%) of
any expenses reasonably incurred by Retrocedant in attempting to make such
collection, including all allocated expenses, as determined in accordance with
St. Paul Re's customary practices and procedures. Retrocessionaire shall have
the right to associate with Retrocedant, at Retrocessionaire's own expense, in
any actions brought by Retrocedant to make such collections.

         (b)      In the event claims of Retrocedant and Retrocessionaire
aggregate in excess of the applicable limit under an Inuring Retrocession, all
limits applicable to either Retrocedant or Retrocessionaire shall be allocated
between Retrocedant and Retrocessionaire in the manner set forth in Exhibit E
hereto.

         SECTION 7.04      Initial Consideration. To the extent not already
reflected in the calculation of Final Section B Premium, as part of the Section
B (Prospective) Coverage Period premiums described in Section 4.02,
Retrocessionaire shall reimburse Retrocedant for one hundred percent (100%) of
any and all unearned premiums paid by Retrocedant under such Inuring
Retrocessions net of any applicable unearned ceding commissions paid to
Retrocedant thereunder.

         SECTION 7.05      Additional Consideration. Retrocessionaire agrees to
pay under the Inuring Retrocessions all future premiums Retrocedant is obligated
to pay pursuant to the terms of the Inuring Retrocessions to the extent that
such premiums are allocable to Retrocessionaire in the manner set forth in
Exhibit D hereto, and not otherwise paid by Retrocessionaire and to indemnify
Retrocedant for all such premiums paid directly by Retrocedant, net of any
ceding commissions and similar amounts paid by Third Party Retrocessionaires to
Retrocedant.

         SECTION 7.06      Termination or Commutation of Inuring Retrocessions.

         (a)      With respect to any Inuring Retrocessions providing coverage
solely with respect to the Reinsurance Contract, Retrocedant agrees, on behalf
of itself and its affiliates, that Retrocedant shall not take any action or fail
to take any action that would reasonably result in the termination or
commutation of, or any material change in the coverage provided by, any Inuring
Retrocession, without the prior written consent of the Retrocessionaire, such
consent not to be unreasonably withheld.

         (b)      With respect to any Inuring Retrocessions providing coverage
for both the Reinsurance Contract and to business not being transferred, neither
party shall take any action or fail to take any action that would reasonably
result in the termination or commutation of, or any material change in the
coverage provided by, any Inuring Retrocession, without the prior written
consent of the other party, such consent not to be unreasonably withheld.

                                      -11-

<PAGE>

                                  ARTICLE VIII

                 LOSS AND LOSS EXPENSE; SALVAGE AND SUBROGATION;
                               FOLLOW THE FORTUNES

         (a)      Retrocessionaire shall be liable for one hundred percent
(100%) of all future loss, loss adjustment expenses, incurred but not reported
losses and other payment obligations that arise (including ceding commissions,
as and to the extent determined in Article IV) under the Reinsurance Contract on
and after January 1, 2002 and are payable as of or after the Effective Time and
shall reimburse Retrocedant for any losses, loss adjustment expenses and other
payment obligations paid by Retrocedant following the Effective Time in respect
of the Reinsurance Contract, net of any recoveries received by Retrocedant with
respect thereto, including recoveries under Inuring Retrocessions.
Retrocessionaire shall have the right to all salvage and subrogation on the
account of claims and settlements with respect to the Reinsurance Contract.

         (b)      In the event of a claim under the Reinsurance Contract, the
Retrocedant will assess the validity of the claim and make a determination as to
payment, consistent with the claims handling guidelines previously provided to
Retrocedant in writing by Retrocessionaire and Retrocessionaire may exercise its
rights under Section 10.01 in respect thereof. Retrocedant shall provide prompt
notice of any claim in excess of $500,000 to Retrocessionaire. All payments made
by Retrocedant, whether under strict contract terms or by way of compromise,
shall be binding on Retrocessionaire. In addition, if Retrocedant refuses to pay
a claim in full and a legal proceeding results, Retrocessionaire will be
unconditionally bound by any settlement agreed to by Retrocedant or the adverse
judgment of any court or arbitrator (which could include any judgment for bad
faith, punitive damages, excess policy limit losses or extra contractual
obligations) and Retrocedant may recover with respect to such settlements and
judgments under this Agreement. Though Retrocedant will settle such claims and
litigation in good faith, Retrocessionaire is bound to accept the settlements
paid by Retrocedant and such settlements may be for amounts that could be
greater than the amounts that would be agreed to by Retrocessionaire if
Retrocessionaire were to settle such claims or litigation directly. It is the
intent of this Agreement that Retrocessionaire shall in every case in which this
Agreement applies and in the proportions specified herein, "follow the fortunes"
of Retrocedant in respect of risks Retrocessionaire has accepted under this
Agreement.

                                   ARTICLE IX

                          EXTRACONTRACTUAL OBLIGATIONS

                  In the event Retrocedant or Retrocessionaire is held liable to
pay any punitive, exemplary, compensatory or consequential damages because of
alleged or actual bad faith or negligence related to the handling of any claim
under the Reinsurance Contract or otherwise in respect of the Reinsurance
Contract, the parties shall be liable for such damages in proportion to their
responsibility for the conduct giving rise to the damages. Such determination

                                      -12-

<PAGE>

shall be made by Retrocedant and Retrocessionaire, acting jointly and in good
faith, and in the event the parties are unable to reach agreement as to such
determination, recourse shall be had to Article XV hereof.

                                   ARTICLE X

                     ADMINISTRATION OF REINSURANCE CONTRACT

         SECTION 10.01     Administration.

         (a)      The parties agree that, as of the Effective Time, Retrocedant
shall have the sole authority to administer the Reinsurance Contract in all
respects, which authority shall include, but not be limited to, authority to
bill for and collect premiums, adjust all claims and handle all disputes
thereunder and to effect any and all amendments, commutations and cancellations
of the Reinsurance Contract, subject, however, in the case of administration of
claims, to all claims handling guidelines provided in advance in writing by
Retrocessionaire to Retrocedant. Retrocedant shall not, on its own, settle any
claim, waive any right, defense, setoff or counterclaim relating to the
Reinsurance Contract with respect to amounts in excess of $500,000 or make any
ex gratia payments, and shall not amend, commute or terminate the Reinsurance
Contract, in each case without the prior written consent of Retrocessionaire.

         (b)      Notwithstanding the foregoing, to the extent permitted by law,
Retrocessionaire may, at its discretion and at its own expense, assume the
administration, defense and settlement of any claim upon prior written notice to
Retrocedant. Upon receipt of such notice, Retrocedant shall not compromise,
discharge or settle such claim except with the prior written consent of
Retrocessionaire. Retrocessionaire shall not take any action in the
administration of such claim that would reasonably be expected to adversely
affect Retrocedant, its business or its reputation, without the prior written
consent of Retrocedant. Subject to the terms of Article IX hereof,
Retrocessionaire shall indemnify Retrocedant for all Losses, including punitive,
exemplary, compensatory or consequential damages arising from such assumption of
the conduct of such settlement pursuant to Article XIV herein.

         SECTION 10.02     Reporting and Regulatory Matters. Each party shall
provide the notices and filings required to be made by it to state regulatory
authorities as a result of this Agreement. Notwithstanding the foregoing, each
party shall provide to the other party any information in its possession
regarding the Reinsurance Contract as reasonably required by the other party to
make such filings and in a form as agreed to by the parties.

         SECTION 10.03     Duty to Cooperate. Upon the terms and subject to the
conditions and other agreements set forth herein, each party agrees to use its
commercially reasonable efforts to take, or cause to be taken, all actions, and
to do, or cause to be done, and to assist and cooperate with the other party in
doing, all things necessary or advisable to perform the transactions
contemplated by this Agreement.

                                      -13-

<PAGE>

         SECTION 10.04     Communications Relating to the Reinsurance Contract.
Following the Effective Time, Retrocedant and Retrocessionaire shall each
promptly forward to the other copies of all material notices and other written
communications it receives relating to the Reinsurance Contract (including,
without limitation, all inquiries and complaints from state insurance
regulators, brokers and other service providers and reinsureds and all notices
of claims, suits and actions for which it receives service of process).

                                   ARTICLE XI

                             REPORTS AND REMITTANCES

         SECTION 11.01     Report from Retrocedant. Within thirty days following
the end of each month, Retrocedant shall provide Retrocessionaire with a summary
statement of account for the previous month showing all activity relating to the
Reinsurance Contract, including related administration costs and expenses
incurred by Retrocedant consisting of the categories of information set forth in
Exhibit F hereto. The monthly statement of account shall also provide a
breakdown of any amounts due to the Retrocedant or Retrocessionaire, as the case
may be, as reimbursement for paid claims, collected premiums or other amounts
due pursuant to the terms of this Agreement, including amounts relating to
Inuring Retrocessions.

         SECTION 11.02     Remittances. Within ten Business Days after delivery
of each monthly report pursuant to Section 11.01, Retrocedant and
Retrocessionaire shall settle all amounts then due under this Agreement for that
month. It is agreed that Retrocedant shall retain all premiums received arising
from all business written for which the first day of the original cedant's
account period occurs prior to the Effective Date. With respect to premiums
received arising from business written for which the first day of the original
cedant's account period occurs on or after the Effective Date, Retrocedant shall
retain all such premiums received until such time as such aggregate amount of
such premiums received equals the net amount to be retained by Retrocedant
pursuant to Section 4.01(d) and 4.02(b) herein, after which time, such premiums
shall be remitted by Retrocedant to Retrocessionaire.

         SECTION 11.03     Late Payments. Should any payment due any party to
this Agreement be received by such party after the due date for such payment
under this Agreement, interest shall accrue from the date on which such payment
was due until payment is received by the party entitled thereto, at an annual
rate equal to the London Interbank Offered Rate quoted for six month periods as
reported in The Wall Street Journal on the first Business Day of the month in
which such payment first becomes due plus one hundred basis points (the
"Applicable Rate").

         SECTION 11.04     Cost Reimbursement. Retrocessionaire shall reimburse
for its allocated share of all costs and expenses incurred by Retrocedant in
administering the Reinsurance Contract as set forth in Exhibit G hereto.

                                      -14-

<PAGE>

         SECTION 11.05     Currency. For purposes of this Agreement, where
Retrocedant receives premiums or pays losses in currencies other than United
States dollars, such premiums or losses shall be converted into United States
dollars at the actual rates of exchange at which these premiums or losses are
entered in the Retrocedant's books.

                                  ARTICLE XII

                             MAINTENANCE OF LICENSES

         Each of Retrocedant and Retrocessionaire hereby covenants to maintain
at all times all licenses and authorizations required to undertake the actions
contemplated hereby.

                                  ARTICLE XIII

                                ACCESS TO RECORDS

                  From and after the Closing Date, Retrocedant shall afford to
Retrocessionaire and its respective authorized accountants, counsel and other
designated representatives (collectively, "Representatives") reasonable access
(including using commercially reasonable best efforts to give access to Persons
possessing information) during normal business hours to all data and information
that is specifically described in writing (collectively, "Information") within
the possession of Retrocedant relating to the liabilities transferred hereunder,
insofar as such information is reasonably required by Retrocessionaire.
Similarly, from and after the Closing Date, Retrocessionaire shall afford to
Retrocedant, any Post-closing Subsidiary of Retrocedant and their respective
Representatives reasonable access (including using commercially reasonable best
efforts to give access to Persons possessing information) during normal business
hours to Information within Retrocessionaire's possession relating to
Retrocedant, insofar as such information is reasonably required by Retrocedant.
Information may be requested under this Article XIII for, without limitation,
audit, accounting, claims, litigation (other than any claims or litigation
between the parties hereto) and tax purposes, as well as for purposes of
fulfilling disclosure and reporting obligations and for performing this
Agreement and the transactions contemplated hereby.

         From and after the Closing Date, Retrocessionaire and Retrocedant or
their designated representatives may inspect, at the place where such records
are located, any and all data and information that is specifically described in
writing within the possession of the other party hereto reasonably relating to
this Agreement, on reasonable prior notice and during normal business hours. The
rights of the parties under this Article XIII shall survive termination of this
Agreement and shall continue for as long as there may be liabilities under the
Reinsurance Contract or reporting or retention requirements under applicable
law. In addition, each party shall have the right to take copies (including
electronic copies) of any information held by the other party that reasonably
relates to this Agreement or the Reinsurance Contract. Each party shall, and
shall cause its

                                      -15-

<PAGE>

designated representative to, treat and hold as confidential information any
information it receives or obtains pursuant to this Article XIII.

                                   ARTICLE XIV

                                 INDEMNIFICATION

         SECTION 14.01     Indemnification by Retrocedant. Retrocedant agrees to
indemnify, defend and hold harmless Retrocessionaire, and its officers,
directors and employees with respect to any and all Losses arising from any
breach by Retrocedant of any representation, warranty or covenant herein.
Retrocedant further agrees to indemnify, defend and hold harmless
Retrocessionaire and its officers, directors and employees against any and all
Losses arising out of Retrocedant's administration of the Reinsurance Contract,
including but not limited to extracontractual obligations, payments in excess of
policy limits and settlements made in respect of any such claims to the extent
arising from the gross negligence or willful misconduct of Retrocedant except to
the extent such actions are taken with the prior consent or direction of
Retrocessionaire. Such indemnification obligations shall be limited to the
aggregate of all fees paid to Retrocedant pursuant to Section 11.04 hereof.

         SECTION 14.02     Indemnification by Retrocessionaire. Retrocessionaire
agrees to indemnify, defend and hold harmless Retrocedant, and its officers,
directors and employees with respect to any and all Losses arising from any
breach by Retrocessionaire of any representation, warranty or covenant herein.
Retrocessionaire further agrees to indemnify, defend and hold harmless
Retrocedant and its officers, directors and employees against any and all Losses
arising out of Retrocessionaire's administration of the Reinsurance Contract,
including but not limited to extracontractual obligations, payments in excess of
policy limits and settlements made in respect of any such claims.

         SECTION 14.03     Indemnification Procedures. (a) If a party seeking
indemnification pursuant to this Article XIV (each, an "Indemnitee") receives
notice or otherwise learns of the assertion by a Person (including, without
limitation, any governmental entity) who is not a party to this Agreement or an
Affiliate thereof, of any claim or of the commencement by any such Person of any
Action (a "Third Party Claim") with respect to which the party from whom
indemnification is sought (each, an "Indemnifying Party") may be obligated to
provide indemnification pursuant to this Section 14.01 or 14.02, such Indemnitee
shall give such Indemnifying Party written notice thereof promptly after
becoming aware of such Third Party Claim; provided that the failure of any
Indemnitee to give notice as provided in this Section 14.03 shall not relieve
the Indemnifying Party of its obligations under this Article XIV, except to the
extent that such Indemnifying Party is prejudiced by such failure to give
notice. Such notice shall describe the Third Party Claim in as much detail as is
reasonably possible and, if ascertainable, shall indicate the amount (estimated
if necessary) of the Loss that has been or may be sustained by such Indemnitee.

         (b)      An Indemnifying Party may elect to defend or to seek to settle
or compromise, at such Indemnifying Party's own expense and by such Indemnifying

                                      -16-

<PAGE>

Party's own counsel, any Third Party Claim. Within 30 days of the receipt of
notice from an Indemnitee in accordance with Section 14.03(a) (or sooner, if the
nature of such Third Party Claim so requires), the Indemnifying Party shall
notify the Indemnitee of its election whether the Indemnifying Party will assume
responsibility for defending such Third Party Claim, which election shall
specify any reservations or exceptions. After notice from an Indemnifying Party
to an Indemnitee of its election to assume the defense of a Third Party Claim,
such Indemnifying Party shall not be liable to such Indemnitee under this
Article XIV for any legal or other expenses (except expenses approved in writing
in advance by the Indemnifying Party) subsequently incurred by such Indemnitee
in connection with the defense thereof; provided that, if the defendants in any
such claim include both the Indemnifying Party and one or more Indemnitees and
in any Indemnitee's reasonable judgment a conflict of interest between one or
more of such Indemnitees and such Indemnifying Party exists in respect of such
claim or if the Indemnifying Party shall have assumed responsibility for such
claim with reservations or exceptions that would materially prejudice such
Indemnitees, such Indemnitees shall have the right to employ separate counsel to
represent such Indemnitees and in that event the reasonable fees and expenses of
such separate counsel (but not more than one separate counsel for all such
Indemnitees reasonably satisfactory to the Indemnifying Party) shall be paid by
such Indemnifying Party. If an Indemnifying Party elects not to assume
responsibility for defending a Third Party Claim, or fails to notify an
Indemnitee of its election as provided in this Article XIV, such Indemnitee may
defend or (subject to the remainder of this Article XIV) seek to compromise or
settle such Third Party Claim at the expense of the Indemnifying Party.

         (c)      Neither an Indemnifying Party nor an Indemnitee shall consent
to entry of any judgment or enter into any settlement of any Third Party Claim
which does not include as an unconditional term thereof the giving by the
claimant or plaintiff to such Indemnitee, in the case of a consent or settlement
by an Indemnifying Party, or the Indemnifying Party, in the case of a consent or
settlement by the Indemnitee, of a written release from all liability in respect
to such Third Party Claim.

         (d)      If an Indemnifying Party chooses to defend or to seek to
compromise or settle any Third Party Claim, the Indemnitee shall make available
at reasonable times to such Indemnifying Party any personnel or any books,
records or other documents within its control or which it otherwise has the
ability to make available that are necessary or appropriate for such defense,
settlement or compromise, and shall otherwise cooperate in a reasonable manner
in the defense, settlement or compromise of such Third Party Claim.

         (e)      Notwithstanding anything in this Article XIV to the contrary,
neither an Indemnifying Party nor an Indemnitee may settle or compromise any
claim over the objection of the other; provided that consent to settlement or
compromise shall not be unreasonably withheld or delayed. If an Indemnifying
Party notifies the Indemnitee in writing of such Indemnifying Party's desire to
settle or compromise a Third Party Claim on the basis set forth in such notice
(provided that such settlement or compromise includes as an unconditional term
thereof the giving by the claimant or plaintiff of a written release of the
Indemnitee from all liability in respect thereof) and the Indemnitee shall
notify the Indemnifying Party in writing that such Indemnitee declines to accept
any

                                      -17-

<PAGE>

such settlement or compromise, such Indemnitee may continue to contest such
Third Party Claim, free of any participation by such Indemnifying Party, at such
Indemnitee's sole expense. In such event, the obligation of such Indemnifying
Party to such Indemnitee with respect to such Third Party Claim shall be equal
to (i) the costs and expenses of such Indemnitee prior to the date such
Indemnifying Party notifies such Indemnitee of the offer to settle or compromise
(to the extent such costs and expenses are otherwise indemnifiable hereunder)
plus (ii) the lesser of (A) the amount of any offer of settlement or compromise
which such Indemnitee declined to accept and (B) the actual out-of-pocket amount
such Indemnitee is obligated to pay subsequent to such date as a result of such
Indemnitee's continuing to pursue such Third Party Claim.

         (f)      In the event of payment by an Indemnifying Party to any
Indemnitee in connection with any Third Party Claim, such Indemnifying Party
shall be subrogated to and shall stand in the place of such Indemnitee as to any
events or circumstances in respect of which such Indemnitee may have any right
or claim relating to such Third Party Claim against any claimant or plaintiff
asserting such Third Party Claim or against any other Person. Such Indemnitee
shall cooperate with such Indemnifying Party in a reasonable manner, and at the
cost and expense of such Indemnifying Party, in prosecuting any subrogated right
or claim.

         (g)      Except with respect to claims relating to actual fraud, the
indemnification provisions set forth in this section are the sole and exclusive
remedy of the parties hereto for any and all claims for indemnification under
this Agreement.

         SECTION 14.04     Survival. This Article XIV shall survive termination
of this Agreement.

                                   ARTICLE XV

                                   ARBITRATION

         (a)      As a condition precedent to any right of Action under this
Agreement, any dispute or difference between the parties hereto relating to the
formation, interpretation, or performance of this Agreement, or any transaction
under this Agreement, whether arising before or after termination, shall be
submitted for decision to a panel of three arbitrators (the "Panel") at the
offices of Judicial Arbitration and Mediation Services, Inc. in accordance with
the Streamlined Arbitration Rules and Procedures of Judicial Arbitration and
Mediation Services, Inc.

         (b)      The party demanding arbitration shall do so by written notice
complying with the terms of Section 20.06. The arbitration demand shall state
the issues to be resolved and shall name the arbitrator appointed by the
demanding party.

         (c)      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

                                      -18-

<PAGE>

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.

         (d)      The two arbitrators shall, before instituting the hearing,
select an impartial arbitrator who shall 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 shall be made by the American
Arbitration Association. Upon resignation or death of any member of the Panel, a
replacement will be appointed in the same fashion as the resigning or deceased
member was appointed. All arbitrators shall be active or former officers of
property/casualty insurance or reinsurance companies, or Lloyd's underwriters,
and shall be disinterested in the outcome of the arbitration.

         (e)      Within 30 days after notice of appointment of all arbitrators,
the Panel shall meet and determine timely periods for briefs, discovery
procedures and schedules for hearings. The Panel shall have the power to
determine all procedural rules for the holding of the arbitration, including but
not limited to the inspection of documents, examination of witnesses and any
other matter relating to the conduct of the arbitration. The Panel shall
interpret this Agreement as an honorable engagement and not as merely a legal
obligation and shall make its decision 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 strict rules of
law. The decision of any two arbitrators shall be binding and final. The
arbitrators shall render their decision in writing within 60 days following the
termination of the hearing. Judgment upon the award may be entered in any court
of competent jurisdiction.

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

         (g)      The parties agree that any disputes subject to arbitration
pursuant to this Article XV that may also be subject to arbitration proceedings
between respective Affiliates of the parties shall be consolidated with and
subject to arbitration pursuant to this Article XV. The parties further agree
that all issues that are limited to a specific foreign jurisdiction under an
agreement between the respective affiliates of the parties shall be determined
by this Panel pursuant to the consolidation, in reference to the governing law
of the applicable agreement.

         (h)      Each party shall bear the expense of its own arbitrator and
shall share equally with the other party the expense of the umpire and of the
arbitration.

                                      -19-

<PAGE>

         (i)      Arbitration hereunder shall take place in New York, New York
unless the parties agree otherwise.

         (j)      This Article XV shall survive termination of this Agreement.

                                  ARTICLE XVI

                                   INSOLVENCY

         (a)      In the event of the insolvency of Retrocedant, this
reinsurance shall be payable directly to Retrocedant, or to its liquidator,
receiver, conservator or statutory successor on the basis of the liability of
Retrocedant without diminution because of the insolvency of Retrocedant or
because the liquidator, receiver, conservator or statutory successor of
Retrocedant has failed to pay all or a portion of any claim.

         (b)      It is agreed, however, that the liquidator, receiver,
conservator or statutory successor of Retrocedant shall give written notice to
Retrocessionaire of the pendency of a claim against Retrocedant indicating the
Reinsurance Contract, which claim would involve a possible liability on the part
of Retrocessionaire within a reasonable time after such claim is filed in the
conservation or liquidation proceeding or in the receivership, and that during
the pendency of such claim, Retrocessionaire may investigate such claim and
interpose, at its own expense, in the proceeding where such claim is to be
adjudicated any defense or defenses that it may deem available to Retrocedant or
its liquidator, receiver, conservator or statutory successor. The expense thus
incurred by Retrocessionaire shall be chargeable, subject to the approval of the
court, against Retrocedant as part of the expense of conservation or liquidation
to the extent of a pro rata share of the benefit which may accrue to Retrocedant
solely as a result of the defense undertaken by Retrocessionaire.

         (c)      As to all reinsurance made, ceded, renewed or otherwise
becoming effective under this Agreement, the reinsurance shall be payable as set
forth above by Retrocessionaire to Retrocedant or to its liquidator, receiver,
conservator or statutory successor, except (1) where the Reinsurance Contract
specifically provides another payee in the event of the insolvency of
Retrocedant, and (2) where Retrocessionaire, with the consent of the reinsured
or reinsureds under the Reinsurance Contract, has assumed the Reinsurance
Contract obligations of Retrocedant as direct obligations of Retrocessionaire to
the payees under the Reinsurance Contract and in substitution for the
obligations of the Retrocedant to such payees.

                                  ARTICLE XVII

                                     OFFSET

         Retrocedant and Retrocessionaire shall have the right to offset any
balance or amounts due from one party to the other under the terms of this
Agreement. The party asserting the right of offset may exercise such right at
any time whether the balances due are on account of premiums, losses or
otherwise.

                                      -20-

<PAGE>

                                 ARTICLE XVIII

                              ERRORS AND OMISSIONS

         Any inadvertent delay, omission, error or failure shall not relieve
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 is rectified as soon as reasonably practicable upon
discovery.

                                  ARTICLE XIX

                        CREDIT FOR REINSURANCE; SECURITY

         SECTION 19.01     Credit for Reinsurance. Retrocessionaire shall take
all actions reasonably necessary, if any, to permit Retrocedant to obtain full
financial statement credit in all applicable U.S. jurisdictions for all
liabilities assumed by the Retrocessionaire pursuant to this Agreement,
including but not limited to loss and loss adjustment expense reserves, unearned
premium reserves, reserves for incurred but not reported losses, allocated loss
adjustment expenses and ceding commissions, and to provide the security required
for such purpose, in a form reasonably acceptable to Retrocedant. Any reserves
required by the foregoing in no event shall be less than the amounts required
under the law of the jurisdiction having regulatory authority with respect to
the establishment of reserves relating to the Reinsurance Contract. For purposes
of this Article XIX, such "actions reasonably necessary" may include, without
limitation, the furnishing of a letter of credit or the establishment of a
custodial or trust account, as permitted under applicable law, to secure the
payment of the amounts due the Retrocedant under this Agreement.

         SECTION 19.02     Expenses. All expenses of establishing and
maintaining any letter of credit or other security arrangement shall be paid by
Retrocessionaire.

         SECTION 19.03     Security. Retrocessionaire shall establish and
maintain a trust fund for the benefit of Retrocedant as security for the
obligations of Retrocessionaire under this Agreement. The trust fund shall be in
a form reasonably satisfactory to Retrocedant and shall comply in all material
respects with the requirements under Maryland Insurance Law applicable to trust
funds established for credit for reinsurance purposes except as explicitly set
forth therein.

                                   ARTICLE XX

                            MISCELLANEOUS PROVISIONS

         SECTION 20.01     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.

                                      -21-

<PAGE>

         SECTION 20.02     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.

         SECTION 20.03     No Third Party Beneficiaries. Except as otherwise
specifically provided for in Article XIV of this Agreement, nothing in this
Agreement is intended or shall be construed to give any Person, other than the
parties hereto, their successors and permitted assigns, any legal or equitable
right, remedy or claim under or in respect of this Agreement or any provision
contained herein, and Retrocessionaire shall not be directly liable hereunder to
any reinsured under the Reinsurance Contract.

         SECTION 20.04     Equitable Relief. Each party hereto acknowledges that
if it or its employees or agents violate the terms of this Agreement, the other
party will not have an adequate remedy at law. In the event of such a violation,
the other party shall have the right, in addition to any other rights that may
be available to it, to obtain in any court of competent jurisdiction injunctive
relief to restrain any such violation and to compel specific performance of the
provisions of this Agreement. The seeking or obtaining of such injunctive relief
shall not foreclose or limit in any way relief against either party hereto for
any monetary damage arising out of such violation.

         SECTION 20.05     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.

         SECTION 20.06     Notices. All notices, requests, claims, demands and
other communications hereunder shall be in writing and shall be deemed to have
been duly given if delivered by hand (with receipt confirmed), or by facsimile
(with transmission confirmed), or by certified mail, postage prepaid and return
receipt requested, addressed as follows (or to such other address as a party may
designate by written notice to the others) and shall be deemed given on the date
on which such notice is received:

                        If to Retrocedant:

         St. Paul Fire and Marine Insurance Company
         385 Washington Street
         St. Paul, MN 55102
         Facsimile: (410) 205-6967
         Attention: General Counsel

                                      -22-

<PAGE>

                        If to Retrocessionaire:

         Platinum Underwriters Reinsurance, Inc.
         195 Broadway
         New York, New York 10007
         Facsimile: (212) 238-9202
         Attention: Chief Financial Officer

         SECTION 20.07     Wire Transfer. All settlements in accordance with
this Agreement shall be made by wire transfer of immediately available funds on
the due date, or if such day is not a Business Day, on the next day which is a
Business Day, pursuant to the following wire transfer instructions:

                        For credit to Platinum Underwriters Reinsurance, Inc.
         Citibank
         Newcastle, Delaware
         Account Number 38660864
         Bank ABA Number 031100209.

                        For credit to St. Paul Fire and Marine Insurance Company
         Citibank - Delaware
         Swift Code: CITIUS33
         ABA: 031100209
         Account Name: St. Paul Fire and Marine Insurance Company
         Account Number: 38594764
         Ref: Platinum Re Quota Share reinsurance payment

Payment may be made by check payable in immediately available funds in the event
the party entitled to receive payment has failed to provide wire transfer
instructions.

         SECTION 20.08     Headings. Headings used herein are not a part of this
Agreement and shall not affect the terms hereof.

         SECTION 20.09     Further Assurances. Each of the parties shall from
time to time, on being reasonably requested to do so by the other party to this
Agreement, do such acts and/or execute such documents in a form reasonably
satisfactory to the party concerned as may be necessary to give full effect to
this Agreement and securing to that party the full benefit of the rights, powers
and remedies conferred upon it by this Agreement.

         SECTION 20.10     Amendments; Entire Agreement. This Agreement may be
amended only by written agreement of the parties. This Agreement, together with
the Formation and Separation Agreement, supersedes 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.

                                      -23-

<PAGE>

         SECTION 20.11     Governing Law. This Agreement shall be governed by
the laws of the State of Minnesota, without giving effect to principles of
conflicts of laws thereof.

                                      -24-

<PAGE>

         IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed by their duly authorized representatives as of the date first above
written.

                                       ST. PAUL FIRE AND MARINE
                                       INSURANCE COMPANY

                                       By /s/ Bruce A. Backberg
                                          --------------------------------
                                          Name:  BRUCE A. BACKBERG
                                          Title: SENIOR VICE PRESIDENT
                                                 AND CORPORATE
                                                 SECRETARY

                                       PLATINUM UNDERWRITERS
                                       REINSURANCE, INC.

                                       By /s/ Michael D. Price
                                          --------------------------------
                                          Name:  Michael D. Price
                                          Title: President and Chief
                                                 Underwriting Officer

<PAGE>

                                                       Draft of October 15, 2002

                                   SCHEDULE A

The Whole Account Excess of Loss Reinsurance Agreement with Employers
Reinsurance Corporation for the period from September 12, 2001 through December
31, 2004. Non-Traditional Class D.

                                      A-1

<PAGE>

                                   EXHIBIT A-1

                                  Loss Reserves

Loss Reserves shall consist of loss and loss adjustment expense reserves,
including incurred but not reported loss and loss adjustment expense reserves
and ceding commission reserves as of the Effective Time with respect to premium
earned on the Reinsurance Contract net of retrocessional recoverables under the
Inuring Retrocessions. Loss Reserves shall not include any loss and loss
adjustment expense reserves relating to Excluded Losses. Aggregate Loss Reserves
as of June 30, 2002 are set forth on Exhibit A-2.

             Methodology for Calculation of Final Section A Premium

                  It is understood that the Loss Reserve analysis will be
performed by Retrocessionaire's employees under the direction of Retrocedant and
reviewed by Retrocedant's employees.

                  Excluding catastrophes, the IBNR component of Loss Reserves
will be booked, by Class of Business, to the planned IBNR. Planned IBNR is
determined using the Bornhuetter-Ferguson methodology, using the planned loss
ratio (adjusted for the difference between actual and planned commission and
brokerage) as the initial expected loss ratio and the development pattern used
for the class in the September 30, 2002 analysis. In the case of a Class of
Business where the expected reported losses are less than 75% of the expected
ultimate losses, as per the loss development patterns in use as of September 30,
2002, the IBNR will not be less than that amount needed to produce an ultimate
loss ratio equal to the ultimate plan loss ratio (adjusted for the difference
between actual and planned commission and brokerage).

                  In addition to the above, known large events and catastrophe
variances from plan as of the Effective Date will be added to the ultimate
losses. Subsequent adjustments to the reserves for known large events and
catastrophe variances from plan in the 90 days following the Effective Date
could be upward or downward.

          Calculation Methodology for Earned But Not Yet Billed Premium

Earned But Not Yet Billed Premium shall equal estimated premiums receivable with
respect to the Reinsurance Contract net of estimated ceding commissions and
Inuring Retrocession premiums. Earned But Not Yet Billed Premium as of September
30, 2002 is equal to $17,143,443.

                                     A-1-1

<PAGE>

                                   EXHIBIT A-2

                       Loss Reserves by Class of Business

                               As of June 30, 2002

<TABLE>
<CAPTION>
                                                           Deposit            Profit
                                           IBNR          Liabilities       Commissions
                                           ----          -----------       -----------
<S>                  <C>                   <C>           <C>               <C>
New York & Vermont   Non-Traditional D                                      5,030,000
</TABLE>

                                      A-2-1

<PAGE>

                                    EXHIBIT B

                              Inuring Retrocessions

                                       B-1

<PAGE>

 PLATINUM RE UK / US / BERMUDA - SCHEDULE OF INURING REINSURANCE : PROPORTIONAL
                                 AS AT 17/10/02

<TABLE>
<CAPTION>
Reference                              Inception   Expiration
    No.     Name of Contract              Date        Date                  Cover                                  Limit
-----------------------------------------------------------------------------------------------------------------------------------
<S>         <C>                        <C>         <C>              <C>                                  <C>
    1)      Worldwide Property          1/1/02       12/31/02       International Property Risk          USD 40,000,000 Aggregate
            Excluding Japan                                         Excess of Loss & Catastrophe         Cession Limit
                                                                    Excess of Loss Business
                                                                    (protects Europe)

    2)      UK/Eire Cat. XL Q.S./       1/1/02       12/31/02       U.K. / Eire Cat. Excess              GBP 100,000,000 Aggregate
            1st & / 2nd Surplus                                     of Loss Treaty Business              Cession Limit
                                                                    (protects Europe)

    3)      UK/Europe Cat. XL Quota     1/1/02       12/31/02       International Property               GBP 75,000,000 Aggregate
            Share Treaty                                            Catastrophe Excess of Loss           Cession Limit
                                                                    Business (protects Europe)

    4)      Japan Cat. XL Surplus       1/1/02       12/31/02       Japan / Japanese Islands             USD 30,000,000 Aggregate
            Treaty                                                  Property Cat. Excess of Loss         Cession Limit : quake USD
                                                                    Business (protects New York          20,000,000 Aggregate
                                                                    & Europe)                            Cession Limit : windstorm
</TABLE>

<TABLE>
<CAPTION>
Reference
    No.       Name of Contract             Projected Prem.         Participants        % Placed
---------------------------------------------------------------------------------------------------
<S>         <C>                         <C>                        <C>                 <C>
    1)      Worldwide Property          USD 9m - USD 12m [100%     Nisshin - 50%           55%
            Excluding Japan             treaty estimate]           Nichido - 5%

    2)      UK/Eire Cat. XL Q.S./       GBP 5m [100% treaty        Nisshin - 14%           29%
            1st & / 2nd Surplus         estimate]                  PX Re - 10%
                                                                   TOA Re - 5%

    3)      UK/Europe Cat. XL Quota     GBP 3m - GBP 3.5m          Montpelier Re          100%
            Share Treaty                                           - 100%

    4)      Japan Cat. XL Surplus       USD 1.2m                   PX Re - 100%           100%
            Treaty
</TABLE>

                                      B-2

<PAGE>

<TABLE>
<S>     <C>                         <C>          <C>            <C>                                  <C>
5)      Casualty Clash Quota        1/1/96       12/31/02       Casualty Clash, Casualty             20% Quota Share of
        Share                                                   Contingency, Casualty Cat.           USD 7,500,000 any
                                                                and Workers Comp. Cat. (NY)          one occurrence etc.

6)      Nisshin NM Open Cover       7/1/01        6/30/02       Business in the Pacific Rim          SGD 2,000,000
                                                                Region from our NY,
                                                                Singapore & HK offices

7)      North America Property      4/1/02        12/1/02       North America Property               50% Quota Share
        Cat. Quota Share                                        Catastrophe business written
                                                                by NY & Chicago
</TABLE>

<TABLE>
<S>    <C>                          <C>                       <C>                 <C>
5)     Casualty Clash Quota         $ 4,200,000               Auto-Owners         100%
       Share                                                  Ins. Co.

6)     Nisshin NM Open Cover        $   500,000               Nisshin F & M       100%

7)     North America Property       estimated                 Montpelier Re       100%
       Cat. Quota Share             $12,500,000
</TABLE>

                                      B-3

<PAGE>

       PLATINUM RE UK / US / BERMUDA - SCHEDULE OF INURING REINSURANCE :
                         NON-PROPORTIONAL AS AT 17/10/02

<TABLE>
<CAPTION>
Reference                      Inception      Expiration
    No.     Name of Contract     Date            Date           Cover               Limit           Retention
---------------------------------------------------------------------------------------------------------------
<S>         <C>                <C>            <C>           <C>                   <C>              <C>
   1a)      Marine XL (a)       5/1/01          4/30/02     Protects Europe       $1,500,000       $ 1,000,000
                                                            XL account            L  750,000       L   500,000

   1b)      Marine XL (b)       1/1/02         12/31/02     Protects Europe       $5,000,000       $ 5,000,000
                                                            XL account            L2,500,000       L 2,500,000

   1c)      Marine XL (c)       1/1/02         12/31/02     Protects Europe       $5,000,000       $10,000,000
                                                            XL account            L2,500,000       L 5,000,000

   2a)      International      7/11/01          7/10/02     Protects Europe       $7,500,000       $ 7,500,000
            Property Cat. XL                                Risk/Prorata/Cat.     L5,000,000       L 5,000,000
                                                            XL business
</TABLE>

<TABLE>
<CAPTION>
Reference                                         Projected
    No.     Name of Contract   Reinstatement       Premium         ROL      % Placed               Participants
-----------------------------------------------------------------------------------------------------------------------------
<S>         <C>                <C>                <C>             <C>       <C>          <C>
    1a)     Marine XL (a)        1 @ 100%         $  360,000      26.67%      100%       PX Re - 44.20%
                                                  L   20,000                             Lloyd's Synd. 2121 (HYL) - 10%
                                                                                         Cornhill Ins. - 33.33%
                                                                                         XL Re - 12.47%

    1b)     Marine XL (b)        2 @ 100%         $1,125,000      25.00%      100%       Lloyd's Synd. 1861 (BRM) - 20%
                                                  L   62,500                             QBE Intnl. London - 30%
                                                                                         Cornhill - 25%
                                                                                         Odyssey London Branch - 25%

    1c)     Marine XL (c)        2 @ 100%         $  675,000      15.00%      100%       QBE Intnl. London - 50%
                                                  L   37,500                             Cornhill - 25%
                                                                                         Odyssey London Branch - 25%

    2a)     International        1 @ 100%         $  843,750      22.50%      100%       PX Re - 40%
            Property Cat. XL                      L  562,500                             GE Frankona Re (Germany) - 20%
                                                                                         Gerling Global (UK) - 1.91%
                                                                                         Safety National Casualty Corp. - 7.61%
                                                                                         Lloyd's Synd. 566 (STN) - 15.24%
                                                                                         Lloyd's Synd. 780 (BFC) - 3.81%
                                                                                         Lloyd's Synd. 2121 (HYL) - 3.81%
                                                                                         Lloyd's Synd. 2027 (COX) - 3.81%
                                                                                         Lloyd's Synd. 2010 (MMX) - 3.81%
</TABLE>

                                      B-4

<PAGE>

<TABLE>
<S>     <C>                <C>            <C>           <C>                   <C>            <C>
2b)     International      7/11/01        7/10/02       Protects Europe       $7,500,000     $15,000,000
        Property Cat. XL                                Risk/Prorata/Cat.     L5,000,000     L10,000,000
                                                        XL business

2c)     International      7/11/01        7/10/02       Protects Europe       $7,500,000     $22,500,000
        Property Cat. XL                                Risk/Prorata/Cat.     L5,000,000     L15,000,000
                                                        XL business

3a)     Joint Risk XOL     2/13/02        2/12/03       1st layer XS 5M       $2,500,000     $ 2,500,000
        Cover - First                                   aggregate
        Layer

3b)     Joint Risk XOL     2/13/02        2/12/03       Property Risk &       $5,000,000     $ 5,000,000
        Cover - Second                                  Prorata business
        Layer                                           (all offices)
</TABLE>

<TABLE>
<S>     <C>                   <C>          <C>             <C>        <C>      <C>
2b)     International         1 @ 100%     $ 1,162,500     31.00%     100%     PX Re - 15.66%
        Property Cat. XL                   L   775,000                         [18.91% w.e.f. 1/11/02]
                                                                               GE Frankona Re (Germany) - 25%
                                                                               XL Re (UK) - 15%
                                                                               Gerling Global (UK) - 1.54%
                                                                               Taisei F&M - 3.25% (replaced
                                                                               @1/11/02)
                                                                               Protective Ins. Co. - 3.25%
                                                                               Safety National Corp. - 6.5%
                                                                               Lloyd's Synd. 626 (IRK) - 19.23%
                                                                               Lloyd's Synd. 566 (STN) - 7.69%
                                                                               Lloyd's Synd. 958 (GSC) - 1.92%
                                                                               Lloyd's Synd. 529 (SHE) - 0.96%

2c)     International         1 @ 100%     $   900,000     24.00%     100%     PX Re - 12% [14.93% w.e.f. 1/11/02]
        Property Cat. XL                   L   600,000                         GE Frankona Re (Germany) - 20%
                                                                               XL Re (UK) - 15%
                                                                               Gerling Global (UK) - 1.17%
                                                                               Taisei F&M - 2.93% (replaced @
                                                                               1/11/02)
                                                                               Royal Bank of Canada Ins. Co. - 5.87%
                                                                               Protective Ins. Co. - 2.93%
                                                                               Safety National Corp. - 5.86%
                                                                               Lloyd's Synd. 626 (IRK) - 17.5%
                                                                               Lloyd's Synd. 566 (STN) - 6.75%
                                                                               Lloyd's Synd. 2027 (COX) - 4.42%
                                                                               Lloyd's Synd. 958 (GSC) - 1.76%
                                                                               Lloyd's Synd. 529 (SHE) - 0.88%
                                                                               Lloyd's Synd. 727 (SAM) - 2.93%

3a)     Joint Risk XOL        1 @ 100%     $   875,000     35.00%     100%     Lloyd's Synd. 566 (STN) - 25%
        Cover - First                                                          Lloyd's Synd. 780 (BFC) - 15%
        Layer                                                                  Gerling Global (UK) - 2.373%
                                                                               XL Re - 8.898%
                                                                               Transatlantic Re - 15%
                                                                               Lloyd's Synd. 626 (IRK) - 5.933%
                                                                               Lloyd's Synd. 2010 (MMX) - 4.449%
                                                                               Lloyd's Synd. 282 (LSM) - 4.449%
                                                                               GE Frankona - 8.898%
                                                                               PX Re - 10%

3b)     Joint Risk XOL        1 @ 100%     $ 2,000,000     40.00%     100%     Lloyd's Synd. 566 (STN) - 10%
        Cover - Second                                                         Lloyd's Synd. 780 (BFC) - 15%
        Layer                                                                  Gerling Global (UK) - 4%
                                                                               XL Re - 15%
                                                                               Transatlantic Re - 20%
                                                                               Lloyd's Synd. 2010 (MMX) - 3.50%
                                                                               Lloyd's Synd. 282 (LSM) - 7.50%
                                                                               GE Frankona - 15%
                                                                               PX Re - 10%
</TABLE>

                                      B-5

<PAGE>

<TABLE>
<S>     <C>                  <C>            <C>         <C>                     <C>                  <C>
4a)     International         3/9/02          2/8/03    International              $ 20,000,000      $  50,000,000
        Cat. XOL - First                                Risk/Prorata/Cat.
        Layer                                           XL (all offices)

4b)     International Cat.    3/9/02          2/8/03    International              $ 30,000,000      $  70,000,000
        XOL - Second Layer                              Risk/Prorata/Cat.
                                                        XL (all offices)

5)      Satellite XL         6/12/02         6/11/03    Protects all offices.      $ 10,000,000      $      10,000
        [Geosynchronous /                               3 satellite
        Geostationary In-                               warranty.
        Orbit Reinsurance]                              Covers naturally
                                                        occurring
                                                        phenomena in
                                                        space.

6)      Latin America &       7/1/00          6/3/06    All loss recoveries        $ 25,000,000      $  15,000,000
        Caribbean ILW XOL                               on Latin America        Term Aggregate
                                                        and Caribbean           Limit - USD 75M
                                                        business subject to
                                                        USD 1 Billion
                                                        ILW

7)      Caribbean ILW XOL    11/1/01        10/31/02    Caribbean Property         $ 15,000,000      $     100,000
                                                        business subject
                                                        to an Industry
                                                        Loss of
                                                        USD1.5 Billion
</TABLE>

<TABLE>
<S>     <C>                   <C>        <C>                     <C>      <C>            <C>
4a)     International         1 @ 100%            $ 4,800,000    24.00%     100%         Lloyd's Synd. 566 (STN) - 12.5%
        Cat. XOL - First                                                                 Lloyd's Synd. 780 (BFC) - 10%
        Layer                                                                            Lloyd's Synd. 282 (LSM) - 8%
                                                                                         PX Re - 8%
                                                                                         Renaissance Re - 25%
                                                                                         Di Vinci Re - 12.5%
                                                                                         Transatlantic Re - 10%
                                                                                         GE Frankona Re - 10%
                                                                                         Royal Bank of Canada - 4%

4b)     International Cat.    1 @ 100%            $ 4,500,000    15.00%     100%         Lloyd's Synd. 566 (STN) - 5%
        XOL - Second Layer                                                               Lloyd's Synd. 780 (BFC) - 12.5%
                                                                                         Lloyd's Synd. 626 (IRK) - 4.004%
                                                                                         Lloyd's Synd. 2010 (MMX) - 1.202%
                                                                                         Lloyd's Synd. 282 (LSM) - 10.01%
                                                                                         Lloyd's Synd. 1096 (RAS) - 1.602%
                                                                                         Gerling Global (UK) - 0.801%
                                                                                         PX Re - 8.007%
                                                                                         Folksamerica - 16.014%
                                                                                         Renaissance Re - 8.007%
                                                                                         Di Vinci Re - 4.004%
                                                                                         Transatlantic Re - 7.5%
                                                                                         Auto-Owners - 16.015%
                                                                                         Royal Bank of Canada - 2.667%
                                                                                         Protective - 2.667%

5)      Satellite XL             0                $   575,000     5.75%     100%         Renaissance Re - 100%
        [Geosynchronous /
        Geostationary In-
        Orbit Reinsurance]

6)      Latin America &                  margin - $   400,000      N/A    56.50%         Fuji F & M - 5%
        Caribbean ILW XOL                                                                Nisshin F & M - 13.5%
                                                                                         Sumitomo - 10%
                                                                                         Taisei F & M - 8%
                                                                                         Toa Re - 20%

7)      Caribbean ILW XOL       Nil               $ 3,450,000    23.00%     100%         Continental Casualty - 100%
</TABLE>

                                      B-6

<PAGE>

<TABLE>
<S>     <C>                  <C>         <C>             <C>                   <C>              <C>
8)      N.A. $10 Billion     7/1/01       6/30/02        North American        $  2,500,000               $     10,000
        ILW                                              Property
                                                         business
                                                         subject to
                                                         Industry Loss
                                                         of USD 10B

9)      N.A. $10 Billion     8/1/01       7/31/02        North American        $  2,500,000               $  1,000,000
        ILW                                              Property
                                                         business
                                                         subject to
                                                         Industry Loss
                                                         of USD 10B

10)     N.A. Property /      1/1/02      12/31/02        North American        $ 10,000,000               $    100,000
        WCA Cat $ 30B ILW                                Property and
                                                         Workers
                                                         Compensation
                                                         business
                                                         subject to ILW
                                                         of USD 30
                                                         Billion

11)     N.A. Property Cat    1/5/02       1/5/03         North American        $  5,000,000               $     50,000
        $15B ILW                                         Property
                                                         business
                                                         subject to ILW
                                                         of USD 15
                                                         Billion

12a)    Marine XOL - 1st     1/1/02      12/31/02        Marine business       $  5,000,000               $  5,000,000
        layer [NY]                                       for New York
                                                         Office

12b)    Marine XOL - 2nd     1/1/02      12/31/02        Marine business       $  5,000,000               $ 10,000,000
        layer [NY]                                       for New York
                                                         Office

13)     Single Period        1/1/02      12/31/02        Covers                $200,000,000     79.4% Traditional bus.
        Accident Year                                    aggregate net                          93.5% Non-traditional
        Aggregate XOL                                    losses incurred                        business
        (Holborn)                                        on an ultimate
                                                         accident year
                                                         basis IRO all
                                                         business
                                                         written by All
                                                         offices
                                                         including
                                                         Discovery Re.
</TABLE>

<TABLE>
<S>     <C>                   <C>        <C>              <C>        <C>        <C>
8)      N.A. $10 Billion      1 @ 100%   $   500,000      20.00%     100%       Transatlantic Re - 100%
        ILW

9)      N.A. $10 Billion      1 @ 100%   $   475,000      19.00%     100%       IPC Re Limited - 100%
        ILW

10)     N.A. Property /       1 @ 100%   $   420,000       4.20%     100%       Tokio Millenium Re - 100%
        WCA Cat $ 30B ILW

11)     N.A. Property Cat     1 @ 100%   $   950,000      19.00%     100%       Odyssey Re - 100%
        $15B ILW

12a)    Marine XOL - 1st      1 @ 100%   $ 1,125,052      22.50%     100%       Lloyd's Synd. 457 (WTK) - 7.5%
        layer [NY]                                                              Cornhill - 21.5%
                                                                                Folksamerica Re - 30%
                                                                                Lloyd's Synd. 2 (WHS) - 20%
                                                                                Nisshin F & M - 1%
                                                                                XL Mid Ocean Re - 20%

12b)    Marine XOL - 2nd      1 @ 100%   $   624,982      12.50%     100%       Lloyd's Synd. 457 (WTK) - 7.5%
        layer [NY]                                                              Cornhill - 21.5%
                                                                                Folksamerica Re - 30%
                                                                                Lloyd's Synd. 2 (WHS) - 20%
                                                                                Nisshin F & M - 1%
                                                                                XL Mid Ocean Re - 20%

13)     Single Period                    $ 4,750,000                 100%       Underwriters Reinsurance - 53.75%
        Accident Year                                                           London Life & General - 25%
        Aggregate XOL                                                           PMA Reins. - 10%
        (Holborn)                                                               Hannover Re - 9%
                                                                                E & S Reins. - 2.25%
</TABLE>

                                      B-7

<PAGE>

<TABLE>
<S>     <C>                  <C>           <C>          <C>                   <C>              <C>
14)     Workers'              1/1/02       12/31/02     Covers Workers'       $50,000,000      $ 75,000,000
        Compensation Cat.     1/1/03       12/31/05     Compensation          $50,000,000      $ 75,000,000
        XOL (Holborn)                                   treaty business

15)     Puerto Rico ILW      7/26/02        7/25/03     Property business     $10,000,000      $     10,000
        XOL                                             subject to an
                                                        Industry Loss of
                                                        USD1.5 Billion
</TABLE>

<TABLE>
<S>     <C>                   <C>                   <C>                <C>         <C>        <C>
14)     Workers'                                    $ 10,000,000                   100%       Swiss Re - 81.25%
        Compensation Cat.     Annual Agg. Of 50M                                              Hannover - 15%
        XOL (Holborn)                                                                         E & S Reins. - 3.75%

15)     Puerto Rico ILW               Nil           $  1,250,000       12.50%      100%       ACE Tempest Re - 50%
        XOL                                                                                   Renaissance Re - 50%
</TABLE>

                                      B-8

<PAGE>

                                    EXHIBIT C

                            Allocation of Recoveries

1.       Recoveries allocable to this contract available under an Inuring
Retrocession shall be allocated between the parties in proportion to the losses
otherwise recoverable.

2.       Any and all loss recoveries and premium adjustments allocable to this
contract resulting from triggering the 2002 Holborn cover will be allocated
between The St. Paul Companies and Retrocessionaire and its affiliates
("Platinum Re") based on variance from plan and in accordance with the existing
methodology shown below.

Variance from plan at an underwriting year level will be the basis for the
allocation. The 2000, 2001 and 2002 underwriting year plan loss ratios
associated with the 2002 calendar year plan loss ratio will be compared to
indicated ultimate loss ratios for the same underwriting years. These indicated
ultimate loss ratios are the same ones used to determine if the Holborn cover
has been triggered. The 2002 underwriting year must be segmented into three
pieces. Namely, that business written on Fire and Marine paper and subject to
transfer, that written on Fire and Marine paper and not subject to transfer and
that written on Platinum Re paper. The distinction is warranted as the cession
to Platinum Re will be net of the Holborn cover. The variance in loss ratio by
underwriting year will be multiplied by the respective underwriting year's EP
component in the 2002 calendar year. This is the same EP by underwriting year
that was used to calculate the total 2002 Holborn Year's EP. This dollar
variance will be the basis for determining the distribution to be applied to the
total loss recovery and AP. It is in this manner that the total loss recovery
and AP attributable to the 2002 Holborn Year will be allocated to underwriting
year. To the extent that the recoveries and AP's have been allocated to the 2000
and 2001 underwriting years they will be afforded to The St. Paul Companies.
Similarly, the allocation to that part of the 2002 underwriting year pertaining
to non-transferred business will also be realized by The St. Paul Companies. The
allocation pertaining to business written on The St. Paul paper and transferred
will be used in determining the net transferred business that will be ceded to
Platinum Re. The remaining allocation associated with 2002 underwriting year
business written on Platinum Re paper will inure to the benefit of Platinum Re
directly. The margin for the 2002 Holborn cover will be distributed based on
earned premium and allocated between The St. Paul Companies and Platinum Re by
underwriting year.

                                      C-1

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                                    EXHIBIT D

                      Allocation of Retrocessional Premiums

1.       Ceded premium allocable to this contract will be allocated between the
parties and to the underwriting year in proportion to the earned subject
premium. Ceding commission will be allocated in the same manner.

2.       Reinstatement premium allocable to this contract due in respect of
non-proportional Inuring Retrocessions will be allocated between the parties in
proportion to the related allocated recoverable losses.

3.       Any and all loss recoveries and premium adjustments allocable to this
contract resulting from triggering the 2002 Holborn cover will be allocated
between The St. Paul Companies and Platinum Re based on variance from plan and
in accordance with the existing methodology shown below.

Variance from plan at an underwriting year level will be the basis for the
allocation. The 2000, 2001 and 2002 underwriting year plan loss ratios
associated with the 2002 calendar year plan loss ratio will be compared to
indicated ultimate loss ratios for the same underwriting years. These indicated
ultimate loss ratios are the same ones used to determine if the Holborn cover
has been triggered. The 2002 underwriting year must be segmented into three
pieces. Namely, that business written on Fire and Marine paper and subject to
transfer, that written on Fire and Marine paper and not subject to transfer and
that written on Platinum Re paper. The distinction is warranted as the cession
to Platinum Re will be net of the Holborn cover. The variance in loss ratio by
underwriting year will be multiplied by the respective underwriting year's EP
component in the 2002 calendar year. This is the same EP by underwriting year
that was used to calculate the total 2002 Holborn Year's EP. This dollar
variance will be the basis for determining the distribution to be applied to the
total loss recovery and AP. It is in this manner that the total loss recovery
and AP attributable to the 2002 Holborn Year will be allocated to underwriting
year. To the extent that the recoveries and AP's have been allocated to the 2000
and 2001 underwriting years they will be afforded to The St. Paul Companies.
Similarly, the allocation to that part of the 2002 underwriting year pertaining
to non-transferred business will also be realized by The St. Paul Companies. The
allocation pertaining to business written on The St. Paul paper and transferred
will be used in determining the net transferred business that will be ceded to
Platinum Re. The remaining allocation associated with 2002 underwriting year
business written on Platinum Re paper will inure to the benefit of Platinum Re
directly. The margin for the 2002 Holborn cover will be distributed based on
earned premium and allocated between The St. Paul Companies and Platinum Re by
underwriting year.

4.       The $10 million of premium payable for 2002 under the Workers
Compensation Catastrophe Excess of Loss $50 million excess of $75 million
Retrocession Contract will be split $1 million for Platinum Re and $9 million
for The St. Paul Companies. Such contract has a feature that states that for
certain unfavorable experience on the Whole Account Stop Loss Cover the premium
on this cover could reduce by as much as $9

                                      D-1

<PAGE>

million. In this event the reduction in ceded premium would benefit The St. Paul
Companies exclusively. The Platinum Re share would remain at $1 million.

         The contract has a feature that allows the Retrocessionaire to renew
the cover if it is in a loss position. In this event the subsequent years'
premium will be split in proportion to the losses incurred to the cover.

                                      D-2

<PAGE>

                                    EXHIBIT E

                              Allocation of Limits

         Available limits under an Inuring Retrocession shall be allocated
between the parties in proportion to the losses otherwise recoverable.

                                      E-1

<PAGE>

                                    EXHIBIT F

                          Form of Retrocedant's Report

Retrocedant will provide the following information separately for each coverage
period on a monthly basis:

         a)       Transaction listing at assumed policy level showing all
         revenue items including booked premiums, booked acquisition costs and
         paid losses entered in Retrocedant's books during the relevant
         accounting period.

         b)       Claims listing at assumed policy level showing loss
         description, date of loss, paid amount and outstanding case reserve.

         c)       Listing of Inuring Retrocession amounts allocated to
         Retrocessionaire during the relevant accounting period including
         details of non-proportional Inuring Retrocession premiums and
         recoverables.

Note 1 relating to (a) and (b): Revenue and reserve amounts will be shown in the
accounting currency used by Retrocedant for the purposes of its own books.

Note 2 relating to (a) and (b): Transaction and claims listings will include
gross amounts and proportional Inuring Retrocession amounts.

Note 3 relating to (c): Retrocession amounts will be paid to Retrocessionaire
only following receipt by Retrocedant. These amounts together with any unpaid
amounts that are due to Retrocessionaire but not yet received by Retrocedant
will be included in the listing of Inuring Retrocession amounts.

                                      F-1

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                                    EXHIBIT G

                      Allocation of Administrative Expenses

Retrocessionaire shall pay to Retrocedant the "actual cost" to Retrocedant
(which shall consist of Retrocedant's direct and reasonable indirect costs), as
certified in good faith by Retrocedant. For greater certainty, the parties agree
that "actual cost" will include any incremental and out-of-pocket costs incurred
by Retrocedant in connection with the administrative services provided
hereunder, including the conversion, acquisition and disposition cost of
software and equipment acquired for the purposes of providing the services and
the cost of establishing requisite systems and data feeds and hiring necessary
personnel.

No later than 30 days following the last day of each calendar quarter,
Retrocedant shall provide Retrocessionaire with a report setting forth an
itemized list of the services provided to Retrocessionaire during such last
calendar quarter, in a form agreed to by the parties. Retrocessionaire shall
promptly (and in no event later than 30 days after receipt of such report,
unless Retrocessionaire is contesting the amount set forth in the report in good
faith) pay to Retrocedant by wire transfer of immediately available funds all
amounts payable as set forth in such report. Each party will pay all taxes for
which it is the primary obligor as a result of the provision of any service
under this Agreement; provided, that Retrocessionaire shall be solely
responsible for, and shall reimburse Retrocedant in respect of, any sales, gross
receipts or transfer tax payable with respect to the provision of any service
under this Agreement, and any such reimbursement obligation shall be in addition
to Retrocessionaire's obligation to pay for such service.

                                       G-1