<PAGE>


                                                                  EXHIBIT 10.53



                                                                  EXECUTION COPY

                     100% QUOTA SHARE RETROCESSION AGREEMENT
                              (NON-TRADITIONAL - A)

                                 BY AND BETWEEN

                      ST. PAUL REINSURANCE COMPANY LIMITED

                                  (RETROCEDANT)

                                       and

                     PLATINUM UNDERWRITERS REINSURANCE INC.

                               (RETROCESSIONAIRE)

                          DATED AS OF 1 NOVEMBER, 2002



<PAGE>



                                                                  EXECUTION COPY

THIS QUOTA SHARE RETROCESSION AGREEMENT (this "AGREEMENT"), effective as of
12:01 a.m. London 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 REINSURANCE COMPANY LIMITED, a United Kingdom 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

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 Contracts (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:

1.       BUSINESS COVERED

         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, under all reinsurance
         and retrocession contracts that:

         (i) are listed in Exhibit A-1 hereto; or

         (ii) are new or renewal non-traditional reinsurance or retrocession
         contracts of the kind listed in Exhibit A-1 hereto entered into by
         Retrocedant pursuant to Clause 4.2 or 4.3 of Part B or (to the extent
         provided therein) Clause 10 of Part C of the UK Underwriting Agency and
         Underwriting Management Agreement (the "Agency Agreement") between
         Retrocedant and Platinum Re (UK) Limited of even date herewith and that
         Retrocedant has consented to being retroceded to Retrocessionaire,



<PAGE>



                                       2

         (each a "Reinsurance Contract"). 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 Contracts.

         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 September 30, 2002 (the "Initial Ceding
         Commission Reserves"), and as finally determined pursuant to
         the provisions of Article IV herein, which reserves shall be
         retained by Retrocedant. 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 Exhibits D and F (but excluding the inuring benefit of the
         Holborn aggregate cover referenced as Item 13 in Exhibit D) 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.



<PAGE>



                                        3

         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 Contracts.

2.       TERM

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

3.       COVERAGE

3.1      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.

3.2      SECTION B (PROSPECTIVE) COVERAGE PERIOD

         The Section B (Prospective) Coverage Period will be the period from and
         including the Effective Time through the commutation, expiration or
         final settlement of all liabilities under any of the Reinsurance
         Contracts.

4.       PREMIUMS AND ADDITIONAL CONSIDERATION

4.1      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 Contracts, 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 31 December 2001 as
                  filed with the Financial Services Authority (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
                  Contracts 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



<PAGE>



                                       4

                  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
                  Contracts, as of the Effective Date, determined in accordance
                  with this Section 4.1 and the Methodology for Calculation of
                  the Final Section A Premium, as set forth on Exhibit B 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 Exhibit A-1.

         (C)      In the event that a reinsurance contract is not included in
                  one of the classes set forth in Exhibit A-1, but 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 4.1, 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 Applicable Rate calculated from and
                  including the Effective Date to and including the date of such
                  payment to Retrocessionaire.



<PAGE>



                                       5

         (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 30 September, 2002, as set forth in
                  Exhibit C, 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 4.1(D), shall be for the
                  account of Retrocessionaire and no such amounts shall be
                  retained by or payable to Retrocedant.

4.2               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 commission
                  and brokerage fees and net of Inuring Retrocession premiums as
                  provided for in Section 7.4 and as allocated pursuant to
                  Exhibit E, in each case, relating to the Reinsurance
                  Contracts, 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 31 December 2001 as filed
                  with the Financial Services Authority (consistent with the
                  methods, principles, practices and policies applied at June
                  30, 2002) and as submitted to The St. Paul.



<PAGE>



                                       6

         (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
                  Accounting", together with the Proposed Loss Reserve
                  Accounting, the "Proposed Accounting") of all unearned premium
                  reserves relating to the Reinsurance Contracts, 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 31 December 2001 as
                  filed with the Financial Services Authority (consistent with
                  the methods, principles, practices and policies applied at
                  June 30, 2002) and as submitted to The St. Paul, relating to
                  the Reinsurance Contracts, net of the unearned ceding
                  commission and net of Inuring Retrocession premiums as
                  provided for in Section 7.4 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 Contracts, 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 provided for in Section 7.4 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.

4.3      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



<PAGE>



                                       7

                  and agreed to the Proposed Accounting and the Final Ceding
                  Commission Reserves. If Retrocessionaire so notifies
                  Retrocedant of any material objection(s) to the Proposed
                  Accounting or the Final Ceding Commission Reserves, 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 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 C, 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
                  4.3(B), it being understood that arbitration according to
                  Section 4.3(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 4.3(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 4.3(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



<PAGE>



                                       8

                  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 A.I.D.A.
                  Reinsurance and Insurance Arbitration Society of the UK
                  ("ARIAS UK"). 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 4.3, 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. 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 London,
                  England 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 4.3(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 4.3(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 4.3 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.



<PAGE>



                                       9

5.       RETROCEDANT CEDING COMMISSION

         With respect to the Reinsurance Contracts, 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 each 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 Agency Agreement
         between Retrocedant and Platinum Re (UK) Limited, dated as of the date
         hereof, and all underwriting and other expenses incurred by Retrocedant
         on or after the Effective Date with respect to the liabilities
         transferred hereunder, as determined in accordance with Retrocedant's
         customary practices and procedures.

6.       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 respective Reinsurance
         Contracts.

7.       INURING RETROCESSIONS

7.1      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 C
         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 D, E and F. It is further
         understood and agreed that facultative reinsurance not listed on
         Exhibit C but relating to the Reinsurance Contracts 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.

7.2      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 Contracts or, in the alternative, to make all payments
         directly to 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
         Contracts, in the manner set forth herein in Exhibit E hereto, directly



<PAGE>



                                       10

         from Retrocessionaire, it being understood that Retrocessionaire shall
         bear all risk of non-payment or non-collectibility under the Inuring
         Retrocessions.

7.3      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 Retrocedant for losses or expenses payable or return
                  of premium allocable to 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 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 F hereto.

7.4      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 4.2, 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.

7.5      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 E
         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.



<PAGE>



                                       11

7.6      TERMINATION OR COMMUTATION OF INURING RETROCESSIONS

         (A)      With respect to any Inuring Retrocessions providing coverage
                  solely with respect to the Reinsurance Contracts, 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 Reinsurance Contracts 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.

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

                  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 Contracts 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 Contracts, 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 Contracts.

         (A)      In the event of a claim under a 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 10.1 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.



<PAGE>



                                       12

                  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.

9.       EXTRA CONTRACTUAL 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 any Reinsurance Contract or otherwise in respect of
         such 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 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 Section 15 hereof.

10.      ADMINISTRATION OF REINSURANCE CONTRACTS

                  The parties agree that, as of the Effective Time, Retrocedant
                  shall have the sole authority to administer the Reinsurance
                  Contracts 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 Contracts, 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 Contracts with respect to amounts
                  in excess of $500,000 or make any ex gratia payments, and
                  shall not amend, commute or terminate any of the Reinsurance
                  Contracts, in each case without the prior written consent of
                  Retrocessionaire.

         (A)      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 Section 9 hereof,
                  Retrocessionaire shall indemnify Retrocedant for all Losses,
                  including



<PAGE>



                                       13

                  punitive, exemplary, compensatory or consequential damages
                  arising from such assumption of the conduct of such settlement
                  pursuant to Section 14 herein.

10.2     REPORTING AND REGULATORY MATTERS

         Each party shall provide the notices and filings required to be made by
         it to relevant 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
         Contracts as reasonably required by the other party to make such
         filings and in a form as agreed to by the parties.

10.3     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.

10.4     COMMUNICATIONS RELATING TO THE REINSURANCE CONTRACTS

         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
         Contracts (including, without limitation, all inquiries and complaints
         from relevant insurance regulators, brokers and other service providers
         and reinsureds and all notices of claims, suits and actions for which
         it receives service of process.)

11.      REPORTS AND REMITTANCES

11.1     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 each of the Reinsurance
         Contracts, including related administration costs and expenses incurred
         by Retrocedant, consisting of the categories of information set forth
         in Exhibit G hereto. The monthly statement of account shall also
         provide a breakdown of any amounts due to 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.

11.2     REMITTANCES

         Within ten Business Days after delivery of each monthly report pursuant
         to Section 11.1, Retrocedant and Retrocessionaire shall settle all
         amounts then due under this



<PAGE>



                                       14

         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 until such time as such aggregate amount of such
         premiums received equals the net amount to be retained by Retrocedant
         pursuant to Sections 4.1(D) and 4.2(B) herein, after which time, such
         premiums shall be remitted by Retrocedant to Retrocessionaire.

11.3     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").

11.4     COST REIMBURSEMENT

         Retrocessionaire shall reimburse for its allocated share of all costs
         and expenses incurred by Retrocedant in administering the Reinsurance
         Contracts as set forth in Exhibit H hereto.

11.5     CURRENCY

         For purposes of this Agreement, where Retrocedant receives premiums or
         pays losses in currencies other than United States dollars GBP or
         Euros, Such premiums or losses shall (subject to the consent of
         Retrocedant, not to be unreasonably withheld or delayed) be converted
         into United States dollars at the actual rates of exchange at which
         these premiums or losses are entered in Retrocedant's books.

12.      MAINTENANCE OF LICENSES

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

13.      ACCESS TO RECORDS

13.1     From and after the Closing Date, Retrocedant shall afford to
         Retrocessionaire and its respective authorised 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



<PAGE>



                                       15

         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 Section 13 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.

13.2     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 Section 13 shall survive termination of this Agreement and
         shall continue for as long as there may be liabilities under the
         Reinsurance Contracts 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 Contracts. Each party shall, and shall cause its designated
         representatives to, treat and hold as confidential information any
         information it receives or obtains pursuant to this Section 13.

14.      INDEMNIFICATION

14.1     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 Contracts,
         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 wilful
         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 11.4 hereof.

14.2     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.



<PAGE>



                                       16

         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 Contracts, including but not limited to extracontractual
         obligations, payments in excess of policy limits and settlements made
         in respect of any such claims.

14.3     INDEMNIFICATION PROCEDURES

         (A)      If a party seeking indemnification pursuant to this Section 14
                  (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 14.1 or 14.2, 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 14.3 shall not relieve the
                  Indemnifying Party of its obligations under this Section 14,
                  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 Party's own counsel, any Third Party Claim.
                  Within 30 days of the receipt of notice from an Indemnitee in
                  accordance with Section 14.3(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 Section 14 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



<PAGE>



                                       17

                  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 Section 14,
                  such Indemnitee may defend or (subject to the remainder of
                  this Section 14) 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 Section 14 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
                  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.



<PAGE>



                                       18

         (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.

14.4     SURVIVAL

         This Section 14 shall survive termination of this Agreement.

15.      ARBITRATION

         (A)      All disputes and differences arising under or in connection
                  with this Agreement shall be referred to arbitration under the
                  Arbitration Rules of ARIAS (UK).

         (B)      The Arbitration Tribunal shall consist of three arbitrators,
                  one to be appointed by the claimant party, one to be appointed
                  by the respondent party and the third to be appointed by the
                  two appointed arbitrators.

         (C)      The third member of the Tribunal shall be appointed as soon as
                  practicable (and no later than 28 days) after the appointment
                  of the two party-appointed arbitrators. The Tribunal shall be
                  constituted upon the appointment of the third arbitrator.

         (D)      The Arbitrators shall be persons (including those who have
                  retired) with not less than ten years' experience of insurance
                  or reinsurance within the industry or as lawyers or other
                  professional advisers serving the industry.

         (E)      Where a party fails to appoint an arbitrator within 14 days of
                  being called upon to do so or where the two party-appointed
                  arbitrators fail to appoint a third within 28 days of their
                  appointment, then upon application ARIAS (UK) will appoint an
                  arbitrator to fill the vacancy. At any time prior to the
                  appointment by ARIAS (UK) the party or arbitrators in default
                  may make such appointment.

         (F)      The Tribunal may in its sole discretion make such orders and
                  directions as it considers to be necessary for the final
                  determination of the matters in dispute.



<PAGE>



                                       19

                  The Tribunal shall have the widest discretion permitted under
                  the law governing the arbitral procedure when making such
                  orders or directions.

         (G)      The seat of arbitration shall be London.

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

         (I)      This Section 15 shall survive termination of this Agreement.

16.      INSOLVENCY

         (A)      On the occurrence of the insolvency in respect 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 (i) where the Reinsurance
                  Contracts specifically provide another payee on the occurrence
                  of an Insolvency Event in respect of Retrocedant, and (ii)
                  where Retrocessionaire, with the consent of the reinsured or
                  reinsureds under the Reinsurance Contracts, has assumed such
                  Reinsurance Contract obligations of Retrocedant as direct
                  obligations of Retrocessionaire to the payees under such
                  Reinsurance Contracts and in substitution for the obligations
                  of the Retrocedant to such payees.

         (D)      For the purposes of this Section 16, an Insolvency Event shall
                  occur if:



<PAGE>



                                       20

                  (i)      a winding up petition is presented in respect of
                           Retrocedant or a provisional liquidator is appointed
                           over it or if Retrocedant goes into administration,
                           administrative receivership or receivership or if
                           Retrocedant has a scheme of arrangement or voluntary
                           arrangement proposed in relation to all or any part
                           of its affairs; or

                  (ii)     Retrocedant goes into compulsory or voluntary
                           liquidation;

                           or, in each case, if Retrocedant becomes subject to
                           any other similar insolvency process (whether under
                           the laws of England and Wales or elsewhere); and

                  (iii)    Retrocedant is unable to pay its debts as and when
                           they fall due within the meaning of section 123 of
                           the Insolvency Act 1986 (or any statutory amendment
                           or re-enactment of that section).

17.      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.

18.      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.

19.      CREDIT FOR REINSURANCE; SECURITY

19.1     CREDIT FOR REINSURANCE

         Retrocessionaire shall take all actions reasonably necessary, if any,
         to permit Retrocedant to obtain full financial statement credit in all
         applicable 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 relevant Reinsurance Contracts. For purposes
         of this Section 19, 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



<PAGE>



                                       21

         applicable law, to secure the payment of the amounts due the
         Retrocedant under this Agreement.

19.2     EXPENSES

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

19.3     SECURITY

         (A)      Retrocessionaire shall establish and maintain a trust fund or
                  other security arrangement for the benefit of Retrocedant as
                  security for the obligations of Retrocessionaire under this
                  Agreement. The trust fund or other security arrangement shall
                  be in a form reasonably satisfactory to Retrocedant and shall
                  comply with such requirements (if any) as may be laid down by
                  the Financial Services Authority. It is understood that to the
                  extent Retrocessionaire provides such other security
                  arrangement reasonably satisfactory to Retrocedant,
                  Retrocessionaire shall not be required to provide a trust fund
                  under this provision. It is further understood that to the
                  extent payments are made either to Retrocedant or to an
                  affiliate of Retrocedant pursuant to such other security
                  arrangement in respect of obligations of Retrocessionaire
                  hereunder, Retrocessionaire shall be relieved of such
                  obligations to the extent of such payment.

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

         (C)      Retrocedant shall bear the costs and expenses of the trustee
                  relating to the trust.

20.      MISCELLANEOUS PROVISIONS

20.1     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.

20.2     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.



<PAGE>



                                       22

20.3     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.

20.4     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.

20.5     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 Reinsurance Company Limited
         27 Camperdown Street
         London
         E1 8DS
         Facsimile: + 44 20 7488 6345
         Attention: Company Secretary

         If to Retrocessionaire:

         Platinum Underwriters Reinsurance, Inc.
         195 Broadway
         New York, New York 10007
         Facsimile: 001 212 238 9202
         Attention: Chief Financial Officer

20.6     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:



<PAGE>



                                       23

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

-        GBP Account
         Citibank
         London
         Account Number 10440698
         SWIFT CITIGB2L

-        EUR Account
         Citibank
         London
         Account Number 10440701
         SWIFT CITIGB2L

         For credit to St. Paul Reinsurance Company Limited

-        USD Account
         Citibank
         London
         Account Number 988529
         Sort Code 18-50-08

-        GBP Account
         Citibank
         London
         Account Number 8560420
         Sort Code 18-50-08

-        EUR Account
         Citibank
         London
         Account Number 8655197
         Sort Code 18-50-08

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

20.7     HEADINGS

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

20.8     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, shall 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.

20.9     THIRD PARTY RIGHTS

         (A)      Section 14 confers a benefit on the officers, directors and
                  employees of Retrocedant and of Retrocessionaire (the "Third
                  Parties") and, subject to the remaining provisions of this
                  Section, is intended to be enforceable by the Third Parties by
                  virtue of the Contracts (Rights of Third Parties) Act 1999.

         (B)      The parties to this Agreement do not intend that any term of
                  this Agreement, apart from Section 14, should be enforceable,
                  by virtue of the Contracts (Rights of Third Parties) Act 1999,
                  by any person who is not a party to this Agreement.

         (C)      Notwithstanding the provisions of Section 20.9(A), this
                  Agreement may be rescinded or varied in any way and at any
                  time by the parties to this Agreement without the consent of
                  any or all of the Third Parties.

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.



<PAGE>



                                       24

20.11    GOVERNING LAW

         This Agreement shall be governed by English law.



<PAGE>



                                       25

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

                                ST. PAUL REINSURANCE COMPANY
                                LIMITED

                                By /s/ T. Mahoney
                                   -------------------------------------------
                                   Name:  T. MAHONEY
                                   Title: M D

                                PLATINUM UNDERWRITERS
                                REINSURANCE INC.

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



<PAGE>



                                   EXHIBIT A-1

                              Reinsurance Contracts

ST. PAUL REINSURANCE COMPANY LIMITED : NON-TRADITIONAL A QUOTA SHARE TREATY

SCHEDULE A- REINSURANCE CONTRACTS.

<TABLE>
<CAPTION>
Reserving Class     Genius Class     Policy Reference  Inception   Expiry             Cedant                      Title
<S>              <C>                 <C>               <C>        <C>       <C>                         <C>
     93          93 Non Trad Dep Ac    003223021FXP     4/1/02     3/31/03  Transatlantic Re Co *AC*    TRC Property Reeplicat XL
     88          88 Non Trad Intl      003356021FXP     1/1/02    12/31/02  Bahamas First Gen Ins *TO*   Bahamas First Property
</TABLE>



<PAGE>




                                   EXHIBIT A-2

                       Loss Reserves by Class of Business

                  None.



<PAGE>



                                    EXHIBIT B

                                  Loss Reserves

Loss Reserves shall consist of loss and loss adjustment expense reserves,
including incurred but not reported loss and loss adjustment expense reserves as
of the Effective Time with respect to premium earned on the Reinsurance
Contracts net of retrocessional recoverables under the Inuring Retrocessions.
Loss Reserves shall not include any loss and loss adjustment expense reserves or
ceding commission 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 Contracts net of estimated ceding commissions and
Inuring Retrocession premiums. Earned But Not Yet Billed Premium as of September
30, 2002 is equal to $[ ].

                                       C-1



<PAGE>



                                    EXHIBIT C

                              Inuring Retrocessions

   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       USD 40,000,000
           Excluding Japan                                   Risk Excess of Loss &        Aggregate Cession Limit
                                                             Catastrophe 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
           1st & / 2nd Surplus                               of Loss Treaty Business      Aggregate Cession Limit
                                                             (protects Europe)

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

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

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

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

                                       F-1



<PAGE>



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

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

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

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

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

       Casualty Clash Quota
5)     Share                      $ 4,200,000   Auto-Owners     100%
                                                Ins. Co.

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

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

                                       F-2



<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            L  2,500,000     L  2,500,000

  1c)      Marine XL (c)         1/1/02    12/31/02     Protects Europe       $  5,000,000     $ 10,000,000
                                                        XL account            L  2,500,000     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.     L  5,000,000     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>

                                       F-3



<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.     L  5,000,000     L 10,000,000
                                                     XL business

2c)      International         7/11/01    7/10/02    Protects Europe       $  7,500,000     $ 22,500,000
         Property Cat. XL                            Risk/Prorata/Cat.     L  5,000,000     L 15,000,000
                                                     XL business

3a)      Joint Risk XOL        2/13/02    2/12/03    1st layer XS 5M       $  2,500,000     $  2,500,000
         Cover - First Layer                         aggregate
</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 Layer                                                 Lloyd's Synd. 780 (BFC) - 15%
                                                                             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%
</TABLE>

                                       F-4



<PAGE>



<TABLE>
<S>      <C>                 <C>        <C>         <C>                    <C>              <C>
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)

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

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

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

<TABLE>
<S>      <C>                 <C>           <C>           <C>      <C>      <C>
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%

4a)      International Cat.  1 @ 100%      $ 4,800,000   24.00%   100%     Lloyd's Synd. 566 (STN) - 12.5%
         XOL - First Layer                                                 Lloyd's Synd. 780 (BFC) - 10%
                                                                           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                                                      Lloyd's Synd. 780 (BFC) - 12.5%
         Layer                                                             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]
</TABLE>

                                       F-5



<PAGE>



<TABLE>
<S>      <C>                   <C>        <C>         <C>                    <C>                <C>
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              $ 15,000,000       $    100,000
                                                      Property business
                                                      subject to an
                                                      Industry Loss of
                                                      USD1.5 Billion

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

9)       N.A. $10 Billion ILW   8/1/01     7/31/02    North American         $  2,500,000       $  1,000,000
                                                      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                                Property and
         ILW                                          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
</TABLE>

<TABLE>
<S>      <C>                    <C>        <C>                       <C>      <C>      <C>
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%

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

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

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%
</TABLE>

                                       F-6



<PAGE>



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

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>
                                                                                      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%

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>

                                       F-7



<PAGE>



                                    EXHIBIT D

                            Allocation of Recoveries

1.       Recoveries allocable to this contract 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
         realised 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.



<PAGE>



                                    EXHIBIT E

                      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
         realised 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 unfavourable experience on



<PAGE>



         the Whole Account Stop Loss Cover the premium on this cover could
         reduce by as much as $9 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.

                                      E-2



<PAGE>



                                    EXHIBIT F

                              Allocation of Limits

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



<PAGE>



                                    EXHIBIT G

                          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.

                                      G-1



<PAGE>



                                    EXHIBIT H

                      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
itemised 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.