<PAGE>



                                                                  EXHIBIT 10.29

                            Dated ___  November ___, 2002

                      ST. PAUL REINSURANCE COMPANY LIMITED

                                       and

                            PLATINUM RE (UK) LIMITED

                          -----------------------------

                          UK RUN-OFF SERVICES AGREEMENT

                          -----------------------------

                                Slaughter and May

                                 One Bunhill Row

                                     London

                                    EC1Y 8YY

                                   (GWJ/GHXC)

                                  CA021120043

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                                    CONTENTS

<TABLE>
<CAPTION>
                                                         PAGE
<S>      <C>                                             <C>
1.       Interpretation                                   2

2.       Effective Date                                   4

3.       UK Run-off Services                              4

4.       Audit Rights                                     7

5.       Billing and Taxes                                8

6.       Confidentiality                                  8

7.       Indemnification                                  9

8.       Force Majeure                                    9

9.       Data Protection and Business Information        10

10.      Term and Termination                            10

11.      Arbitration                                     10

12.      Miscellaneous                                   11

13.      Notices                                         13

14.      Governing Law                                   13

15.      Counterparts                                    13

Schedule UK Run-off Services                             15
</TABLE>

<PAGE>

THIS AGREEMENT is made on November 1, 2002

BETWEEN:

(1)      ST. PAUL REINSURANCE COMPANY LIMITED (registered number 01460363) of
         The St. Paul House, 27 Camperdown Street, London E1 8DS ("ST. PAUL RE
         UK"); and

(2)      PLATINUM RE (UK) LIMITED (registered number 4413755) of The St. Paul
         House, 27 Camperdown Street, London E1 8DS ("PLATINUM RE UK"),

(each a "PARTY" and together the "PARTIES").

WHEREAS:

A.       The St. Paul Companies, Inc. ("ST. PAUL") and Platinum Underwriters
         Holdings, Ltd. ("PLATINUM HOLDINGS") entered into a Formation and
         Separation Agreement dated 28th October, 2002 (as such agreement may be
         amended from time to time) (the "FORMATION AGREEMENT") setting forth
         certain terms governing St. Paul's sponsorship of the organisation of
         Platinum Holdings and its subsidiaries, actions to be taken in respect
         of Platinum Holdings' initial public offering (the "PUBLIC OFFERING")
         of its common shares and the ongoing relationships between St. Paul and
         its subsidiaries and Platinum Holdings and its subsidiaries after the
         effective date of the Public Offering (the "CLOSING DATE").

B.       Pursuant to the Formation Agreement, St. Paul and Platinum Holdings
         agreed to procure (inter alia) that St. Paul Re UK, St. Paul Management
         Limited and Platinum Re UK would enter into an agreement (the "BUSINESS
         TRANSFER AGREEMENT") under which St. Paul Re UK would transfer certain
         of the assets associated with its reinsurance activities to Platinum Re
         UK.

C.       Pursuant to the Formation Agreement, St. Paul and Platinum Holdings
         further agreed to procure that St. Paul Re UK and Platinum Re UK would
         enter into an agreement (the "UK RUN-OFF SERVICES AGREEMENT") relating
         to the provision by Platinum Re UK to St. Paul Re UK for a specified
         period of time after the Closing Date of certain services for, inter
         alia, the administration of the run-off of (i) the reinsurance
         contracts which have been written by St. Paul Re UK as reinsurer and
         which will not be renewed following the Closing Date; (ii) the
         reinsurance contracts which have been written, or which will be written
         or renewed, by St. Paul Re UK as reinsurer and which will be one
         hundred per cent. (100%) reinsured by a member of the Platinum group
         pursuant to one of the Quota Share Retrocession Agreements (as defined
         in the Formation Agreement), and (iii) the surplus lines insurance
         contracts which have been written by St. Paul Re UK as primary insurer,
         ((i), (ii) and (iii) together, the "UK RUN-OFF CONTRACTS").

D.       The Parties have agreed that the provision of services hereunder shall
         be conducted in a manner that is consistent with the regulatory
         requirements to which the Parties are respectively subject.

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                                       2

WHEREBY IT IS AGREED as follows:

1.       INTERPRETATION

1.1      In this agreement (including the recitals and the Schedules):

         "ARIAS (UK)"               has the meaning attributed to it in
                                    sub-clause 11.3;

         "AUTHORISATION"            means the authorisation of Platinum Re UK
                                    under Part IV of the Financial Services and
                                    Markets Act 2000 to carry on reinsurance
                                    business in the United Kingdom;

         "BUSINESS TRANSFER         has the meaning attributed to it in Recital
         AGREEMENT"                 B;

         "CLOSING DATE"             has the meaning attributed to it in Recital
                                    A;

         "EVENTS OF FORCE MAJEURE"  has the meaning attributed to it in
                                    sub-clause 8.2;

         "FORMATION AGREEMENT"      has the meaning attributed to it in Recital
                                    A;

         "LOSSES"                   means any and all losses, liabilities,
                                    claims, damages, obligations, payments,
                                    costs and expenses, matured or unmatured,
                                    absolute or contingent, accrued or
                                    unaccrued, liquidated or unliquidated, known
                                    or unknown (including, without limitation,
                                    the costs and expenses of any Proceedings,
                                    threatened Proceedings, demand, assessment,
                                    judgment, settlement and compromise relating
                                    thereto and legal fees and any and all
                                    expenses whatsoever reasonably incurred in
                                    investigating, preparing or defending
                                    against any such Proceedings or threatened
                                    Proceedings);

         "PLATINUM HOLDINGS"        has the meaning attributed to it in Recital
                                    A;

         "PLATINUM UK INDEMNITEES"  has the meaning attributed to it in
                                    sub-clause 7.1;

         "PROCEEDINGS"              means any proceeding, suit, action, claim,
                                    arbitration, subpoena, discovery, request,
                                    inquiry or investigation by or before any
                                    court, any governmental or other regulatory
                                    or administrative agency or commission or
                                    any arbitral tribunal arising out of or in
                                    connection with this agreement;

         "PUBLIC OFFERING"          has the meaning attributed to it in Recital
                                    A;

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                                       3

         "ST. PAUL"                 has the meaning attributed to it in Recital
                                    A;

         "ST. PAUL CONFIDENTIAL     has the meaning attributed to it in
         INFORMATION"               sub-clause 6.1;

         "UK RUN-OFF CONTRACTS"     has the meaning attributed to it in Recital
                                    C;

         "UK RUN-OFF SERVICES"      has the meaning attributed to it in
                                    sub-clause 3.1;

         "UK RUN-OFF SERVICES       means this agreement; and
         AGREEMENT"

         "UK RUN-OFF SERVICES END   has the meaning attributed to it in
         DATE"                      sub-clause 3.4.

1.2      In this agreement, unless otherwise specified:

         (A)      references to clauses, sub-clauses and the Schedules are to
                  clauses and sub-clauses of, and the Schedules to, this
                  agreement;

         (B)      headings to clauses and the Schedules are for convenience only
                  and do not affect the interpretation of this agreement;

         (C)      the Schedules form part of this agreement and shall have the
                  same force and effect as if expressly set out in the body of
                  this agreement and any reference to this agreement shall
                  include the Schedules;

         (D)      references to an "AFFILIATE" shall be construed so as to mean
                  a person that directly, or indirectly through one or more
                  intermediaries, controls, is controlled by, or is under common
                  control with, the person specified, where "CONTROL" means the
                  possession, directly or indirectly, of the power to direct or
                  cause the direction of the management policies of a person,
                  whether through the ownership of voting securities, by
                  contract, as trustee or executor, or otherwise;

         (E)      references to a "COMPANY" shall be construed so as to include
                  any company, corporation or other body corporate, wherever and
                  however incorporated or established;

         (F)      references to a "PERSON" shall be construed so as to include
                  any individual, firm, company, trust, governmental, state or
                  agency of a state or any joint venture, association,
                  partnership or other entity, whether acting in an individual,
                  fiduciary or other capacity (whether or not having separate
                  legal personality);

         (G)      the expressions "BODY CORPORATE" and "SUBSIDIARY" shall have
                  the meanings given in the Companies Act 1985, the Companies
                  Consolidation (Consequential Provisions) Act 1985, the
                  Companies Act 1989 and Part V of the Criminal Justice Act
                  1993;

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                                       4

         (H)      a reference to a statute or statutory provision shall include
                  a reference:

                  (i)      to that statute or provision as from time to time
                           consolidated, modified, re-enacted or replaced by any
                           statute or statutory provision; and

                  (ii)     to any subordinate legislation made under the
                           relevant statute;

         (I)      references to any English legal term for any action, remedy,
                  method of judicial proceeding, legal document, legal status,
                  court, official or any legal concept or thing shall in respect
                  of any jurisdiction other than England be deemed to include
                  terms which most nearly approximate in that jurisdiction to
                  the English legal term;

         (J)      references to writing shall include any modes of reproducing
                  words in a legible and non-transitory form;

         (K)      references to the "REGULATOR" in relation to either Party
                  means the Financial Services Authority or any successor
                  thereto; and

         (L)      references to the singular shall, where the context so admits,
                  include a reference to the plural and vice versa.

2.       EFFECTIVE DATE

         This agreement shall become effective on the Closing Date.

3.       UK RUN-OFF SERVICES

3.1      Subject always to sub-clause 3.12, Platinum Re UK shall provide to St.
         Paul Re UK from time to time after the Closing Date at the reasonable
         request of St. Paul Re UK the services of senior personnel who are
         reasonably acceptable to St. Paul Re UK and who have the expertise and
         experience reasonably necessary to assist St. Paul Re UK in relation to
         the administration of the UK Run-off Contracts by St. Paul Re UK, by
         providing the services set out in the Schedule (as such may be amended
         from time to time with the prior agreement of the Parties)
         (collectively, the "UK RUN-OFF SERVICES").

3.2      Platinum Re UK shall provide each of the UK Run-off Services in such
         manner as St. Paul Re UK may from time to time reasonably request for
         the purposes of this agreement, provided that in no case shall Platinum
         Re UK be required to provide any or all of the UK Run-off Services to a
         standard which is materially higher than that to which the equivalent
         service is generally provided by Platinum Re UK in respect of its other
         business.

3.3      Platinum Re UK shall be responsible for obtaining and maintaining in
         full force and effect any and all licences and authorisations necessary
         for the lawful provision by it of any or all of the UK Run-off Services
         hereunder.

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                                       5

3.4      Platinum Re UK shall provide each of the UK Run-off Services for the
         period up to and including the second anniversary of the Closing Date
         (the "UK RUN-OFF SERVICES END DATE"), provided that Platinum Re UK
         shall consider in good faith any request by St. Paul Re UK for the
         provision of some or all of the UK Run-off Services to be reasonably
         extended beyond the UK Run-off Services End Date in the light of the
         circumstances subsisting at the time such request is made. Platinum Re
         UK and St. Paul Re UK shall agree upon the terms which will govern the
         provision of the particular UK Run-off Services to be so provided at
         the time St. Paul Re UK makes such request.

3.5      Platinum Re UK shall ensure that it does not breach any obligation owed
         by it to the regulator and that it does not cause St. Paul Re UK to be
         in breach of its obligations owed to the regulator through the
         provision of the UK Run-off Services hereunder.

3.6     (A)       In consideration for the provision to it of the UK Run-off
                  Services, St. Paul Re UK shall reimburse Platinum Re UK in
                  respect of the actual cost to Platinum Re UK, as certified in
                  good faith by Platinum Re UK, of providing the UK Run-off
                  Services to St. Paul Re UK.

         (B)      For the purposes of sub-clause 3.6(A) above, the actual cost
                  to Platinum Re UK shall consist of its direct and reasonable
                  indirect costs and shall include any incremental and
                  out-of-pocket costs incurred by Platinum Re UK in connection
                  with the UK Run-off Services, including the conversion,
                  acquisition and disposition cost of software and equipment
                  acquired for the purposes of providing the UK Run-off Services
                  and the cost of establishing requisite systems and data feeds
                  and hiring necessary personnel.

3.7      Each Party shall assign a services co-ordinator (as described in
         sub-clause 3.8 below) and shall provide such other assistance as is
         reasonably necessary to co-operate in determining the extent of the UK
         Run-off Services to be provided hereunder.

3.8      (A)      Each Party shall appoint a services co-ordinator with skills
                  and experience acceptable to the other Party who will:

                  (i)      provide continuous oversight and co-ordination of the
                           UK Run-off Services;

                  (ii)     communicate concerning disputes with respect to the
                           UK Run-off Services;

                  (iii)    be available to the Parties during normal business
                           hours; and

                  (iv)     be responsible for providing, or for delegating the
                           provision of, assistance regarding the UK Run-off
                           Services.

         (B)      The services co-ordinators shall co-operate on a regular basis
                  to plan the delivery of the UK Run-off Services, including the
                  timetable for performance of the UK Run-off Services and the
                  incurring of costs in relation thereto.

<PAGE>

                                       6

         (C)      Either Party may from time to time substitute the individual
                  serving as its services co-ordinator with another individual
                  qualified to serve in that position.

3.9      (A)      Upon the terms and subject to the conditions set out in this
                  agreement, each Party agrees to use its commercially
                  reasonable endeavours to take, or procure to be taken, all
                  actions and to do, or procure to be done, and to assist and
                  co-operate with the other Party in doing, all things necessary
                  or advisable to effect the transactions contemplated by this
                  agreement.

         (B)      Platinum Re UK may place one or more of its employees on site
                  at St. Paul Re UK and St. Paul Re UK shall provide such
                  Platinum Re UK employee(s) with such facilities as are
                  reasonably necessary to administer the UK Run-off Contracts as
                  contemplated in sub-clause 3.1 of and the Schedule to this
                  agreement.

         (C)      Prior to providing them with access to its facilities, St.
                  Paul Re UK may review the qualifications and experience of the
                  Platinum Re UK employees which Platinum Re UK proposes should
                  be located on site at St. Paul Re UK.

         (D)      The facilities to be provided to the Platinum Re UK employees
                  on site shall include:

                  (i)     the provision of such work space at the site where St.
                          Paul Re UK is servicing its reinsurance run-off
                          operations as is reasonably requested by Platinum Re
                          UK, to the extent that such work space is available to
                          be provided to Platinum Re UK; and

                  (ii)    access to St. Paul Re UK's reinsurance and accounting
                          systems to the extent necessary and provided that St.
                          Paul Re UK shall not be required to provide such
                          access to the extent that such reinsurance and
                          accounting systems relate to matters other than the UK
                          Run-off Contracts. Any such access shall be during
                          normal St. Paul Re UK working hours and shall not
                          interfere unreasonably with the normal operations of
                          St. Paul Re UK.

         (E)      Platinum Re UK acknowledges that the Platinum Re UK employees
                  who are to have access to St. Paul Re UK's facilities and
                  information under these provisions are limited to using those
                  facilities and that information solely and exclusively for the
                  purposes of providing administration of the UK Run-off
                  Contracts as contemplated by this agreement and fulfilling
                  Platinum Re UK's obligations under this agreement.

         (F)      Platinum Re UK undertakes to procure that the Platinum Re UK
                  employees in question shall not attempt to gain access to any
                  information relating to contracts other than the UK Run-off
                  Contracts and that any non-public information which is not
                  related to the UK Run-off Contracts shall be considered
                  confidential and proprietary and Platinum Re UK shall not, and
                  shall procure that its employees

<PAGE>

                                       7

                  shall not, use such information for any purpose or disclose
                  the information to any third parties, except as required by
                  applicable law or governmental authority.

3.10     The Parties shall co-operate with each other and all relevant
         regulatory authorities to satisfy any regulatory requirements
         applicable to either of them by virtue of the provision of UK Run-off
         Services to St. Paul Re UK hereunder.

3.11     St. Paul Re UK shall grant to Platinum Re UK a licence to use any
         service mark or trade mark or any other intellectual property right
         necessary for the provision of the UK Run-off Services by Platinum Re
         UK in accordance with the provisions of this agreement.

3.12     Nothing in this agreement shall entitle or oblige Platinum Re UK to
         provide any service to St. Paul Re UK to the extent that the provision
         of such service would involve Platinum Re UK carrying on reinsurance
         business in the United Kingdom unless and until Platinum Re UK has
         received Authorisation.

4.       AUDIT RIGHTS

4.1      Upon reasonable prior notice, each Party hereto shall have full access
         to any books and records maintained by the other and its affiliates
         insofar as reasonably necessary for the purposes of confirming amounts
         properly payable hereunder or satisfying any duty imposed hereby or
         resulting herefrom.

4.2      Each Party shall permit and co-operate with any inspection by the
         regulator or appointee of the regulator in relation to the provision of
         any of the UK Run-off Services hereunder.

4.3      As soon as reasonably practicable following any request (or, in the
         case of access required by the regulator, whether with or without
         notice being given by the regulator), access shall be provided to
         auditors, other nominated inspectors of the requesting Party or the
         regulator or the appointee of the regulator to relevant facilities
         where records are maintained and provision shall be made for such
         auditors, other inspectors or the regulator or the appointee of the
         regulator to receive such assistance as they shall reasonably request
         in relation thereto.

4.4      In particular, each Party shall make available to the other all
         information, data and materials:

         (A)      reasonably requested by the other Party so as to enable it to
                  evaluate the appropriateness of any charges and expenses
                  payable hereunder; or

         (B)      requested by the regulator or the appointee of the regulator
                  in connection with any regulatory inspection.

<PAGE>

                                       8

4.5      The Parties acknowledge that an audit may be required for regulatory
         purposes and shall maintain all relevant records in such manner and to
         such standard as may reasonably be requested by either Party for the
         purposes of compliance with any regulatory requirements.

5.       BILLING AND TAXES

5.1      No later than thirty days following the last day of each calendar
         quarter, Platinum Re UK shall provide to St. Paul Re UK a report
         containing an itemised list of the UK Run-off Services provided to St.
         Paul Re UK during such previous calendar quarter in such form as the
         Parties shall agree.

5.2      St. Paul Re UK shall promptly, and in any event within 30 days after
         receipt of such report unless St. Paul Re UK is contesting in good
         faith the amount set forth in the report, pay to Platinum Re UK by wire
         transfer of immediately available funds all amounts payable in respect
         of the UK Run-off Services as set forth in such report.

5.3      Each Party shall pay all taxes for which it is the primary obligor as a
         result of the provision of UK Run-off Services under this agreement,
         provided that St. Paul Re UK shall be solely responsible for, and shall
         reimburse Platinum Re UK in respect of, any sales, gross receipts,
         value added or transfer tax payable with respect to the provision of
         any UK Run-off Service under this agreement (any such reimbursement
         obligation being, for the avoidance of doubt, in addition to St. Paul
         Re UK's obligation to pay for such UK Run-off Service).

6.       CONFIDENTIALITY

6.1      Neither Platinum Re UK nor any of its directors, officers or agents may
         disclose any information of a confidential nature received from St.
         Paul Re UK or a member of St. Paul Re UK's group (the "ST. PAUL
         CONFIDENTIAL INFORMATION").

6.2      St. Paul Confidential Information shall not include information which
         is or becomes generally known on a non-confidential basis, provided
         that the source of such information was not bound by a confidentiality
         agreement or other obligation of confidentiality.

6.3      If Platinum Re UK or any of its directors, officers or agents is
         legally requested or otherwise required (whether or not the requirement
         has the force of law) by any securities exchange or regulatory or
         governmental body to which such party is subject or submits, wherever
         situated (including (amongst other bodies) the Financial Services
         Authority, the London Stock Exchange, The Panel on Takeovers and
         Mergers, the Securities and Exchange Commission of the United States or
         the New York Stock Exchange), to disclose any St. Paul Confidential
         Information, Platinum Re UK shall provide St. Paul Re UK with prompt
         written notice of the request or requirement, to permit St. Paul Re UK
         (if it so elects) to seek an appropriate protective order preventing or
         limiting disclosure. If St. Paul Re UK seeks such an order or takes
         other steps to avoid or limit such disclosure, Platinum Re UK shall
         co-operate with St. Paul Re UK at

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                                       9

         St. Paul Re UK's expense. If, in the absence of such protective order,
         Platinum Re UK is compelled to disclose St. Paul Confidential
         Information, Platinum Re UK may disclose such St. Paul Confidential
         Information without liability hereunder.

7.       INDEMNIFICATION

7.1      St. Paul Re UK shall indemnify and hold harmless, to the fullest extent
         permitted by law, Platinum Re UK, its officers, directors and employees
         ("PLATINUM UK INDEMNITEES") from and against any and all Losses
         incurred by any Platinum UK Indemnitee arising out of or based upon:

         (A)      any actions taken or omitted by any such Platinum UK
                  Indemnitee at the direction of St. Paul Re UK pursuant to this
                  agreement; or

         (B)      any breach by St. Paul Re UK of any of the covenants it has
                  given under this agreement.

7.2      (A)      Subject to sub-clause 7.2(B) below, Platinum Re UK shall
                  indemnify and hold harmless, to the fullest extent permitted
                  by law, St. Paul Re UK, its officers, directors and employees
                  ("ST. PAUL RE UK INDEMNITEES") from and against any and all
                  Losses incurred by any St. Paul Re UK Indemnitee arising out
                  of or based upon:

                  (i)      the negligence or wilful misconduct of any person
                           providing UK Run-off Services; or

                  (ii)     any breach by Platinum Re UK of any of the covenants
                           it has given under this agreement

         (B)      Notwithstanding anything to the contrary in this agreement,
                  the total aggregate liability of Platinum Re UK in respect of
                  indemnifiable Losses pursuant to sub-clause 7.2(A) above shall
                  not in any event exceed the aggregate amount paid to Platinum
                  Re UK by St. Paul Re UK pursuant to sub-clause 3.6 above.

7.3      Except with respect to claims relating to actual fraud, the remedies
         set forth in this clause 7 shall be the sole and exclusive remedies of
         the Parties in relation to any and all claims for indemnification under
         this agreement.

8.       FORCE MAJEURE

8.1      Neither Party shall be liable to the other for any total or partial
         failure to comply with any of the terms or provisions of this agreement
         by reason of an Event of Force Majeure, provided that the affected
         Party shall take all reasonable steps to mitigate any such failure.

8.2      For the purposes of this clause 8, "EVENTS OF FORCE MAJEURE" shall mean
         fires, floods, earthquakes, elements of nature or acts of God, acts of
         war, terrorism, riots, civil

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                                       10

         disorders, rebellions or revolutions, strikes, lock-outs or labour
         difficulties, power outages, equipment failures, computer viruses or
         malicious acts of third parties and laws, orders, proclamations,
         regulations, ordinances, demands or requirements of governmental
         authorities.

9.       DATA PROTECTION AND BUSINESS INFORMATION

9.1      During the term of this agreement, the Parties shall ensure that they
         comply at all times with the provisions of the Data Protection Act 1998
         and all related legislation, regulations and guidelines.

9.2      (A)      Each Party shall ensure that to the extent that it holds
                  information which relates to the other Party's business it
                  shall provide the other Party with such access to that
                  information as is reasonably required for the other Party to
                  carry on its business.

         (B)      For the avoidance of doubt, neither Party shall be required
                  under sub-clause 9.2(A) above to disclose any information
                  which does not relate to the other Party's business.

10.      TERM AND TERMINATION

10.1     This agreement shall continue in full force and effect until all
         obligations hereunder have been fulfilled, unless terminated sooner in
         accordance with the provisions of sub-clause 10.2 below.

10.2     St. Paul Re UK may terminate any or all of the UK Run-off Services upon
         sixty days' prior written notice at any time to Platinum Re UK.

11.      ARBITRATION

11.1     All matters in difference between the Parties arising under, out of or
         in connection with this agreement, including formation and validity,
         and whether arising during or after the period of this agreement, may
         be referred by either Party to an arbitration tribunal in the manner
         hereinafter set out.

11.2     Unless the Parties appoint a sole arbitrator within 14 days of one
         receiving a written request from the other for arbitration, the
         claimant (the Party requesting arbitration) shall appoint its
         arbitrator and give written notice thereof to the respondent. Within 14
         days of receiving such notice the respondent shall appoint its
         arbitrator and give written notice thereof to the claimant, failing
         which the claimant may apply to the appointor hereafter named to
         nominate an arbitrator on behalf of the respondent.

11.3     The appointor shall be the Chairman for the time being of the A.I.D.A.
         Reinsurance and Insurance Arbitration Society of the UK ("ARIAS (UK)")
         or, if he is unavailable or it is inappropriate for him to act for any
         reason, such person as may be nominated by the Committee of ARIAS (UK).

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                                       11

11.4     Before they enter upon a reference the two arbitrators shall appoint a
         third arbitrator. Should they fail to appoint such a third arbitrator
         within 30 days of the appointment of the respondent's arbitrator then
         any of them or either of the Parties concerned may apply to the
         appointor for the appointment of the third arbitrator. The three
         arbitrators shall decide by majority. If no majority can be reached the
         verdict of the third arbitrator shall prevail. He shall also act as
         chairman of the tribunal.

11.5     Unless the parties otherwise agree the arbitration tribunal shall
         consist of persons (including those who have retired) with not less
         than ten years' experience of insurance or reinsurance as persons
         engaged in the industry itself or as lawyers or other professional
         advisers.

11.6     The arbitration tribunal shall, so far as is permissible under the law
         and practice of the place of arbitration, have power to fix all
         procedural rules for the holding of the arbitration including
         discretionary power to make orders as to any matters which it may
         consider proper in the circumstances of the case with regard to
         pleadings, discovery, inspection of the documents, examination of
         witnesses and any other matter whatsoever relating to the conduct of
         the arbitration and may receive and act upon such evidence whether oral
         or written, strictly admissible or not as it shall in its discretion
         think fit.

11.7     All costs of the arbitration shall be determined by the arbitration
         tribunal who may, taking into account the law and practice of the place
         of arbitration, direct to and by whom and in what manner they shall be
         paid.

11.8     Unless the Parties otherwise agree, the place of arbitration shall be
         London, England and, for the avoidance of doubt, the arbitration
         tribunal shall apply English law.

11.9     The award of the arbitration tribunal shall be in writing and binding
         upon the Parties who consent to carry out the same.

12.      MISCELLANEOUS

12.1     Neither Party may assign its rights under this agreement without the
         prior written consent of the other. Subject to the foregoing, this
         agreement shall be binding upon, inure to the benefit of and be
         enforceable by the Parties and their respective successors and assigns.

12.2     This agreement and the Formation Agreement constitute the whole and
         only agreement between the Parties in relation to the subject matter of
         this agreement and, save to the extent repeated in this agreement
         and/or the Formation Agreement, supersede any previous agreement
         between the Parties with respect thereto.

12.3     This agreement may only be varied in writing signed by each of the
         Parties.

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                                       12

12.4     (A)      No failure or delay on the part of either Party in exercising
                  a right, power or remedy provided by this agreement or by law
                  shall operate as a waiver of that right, power or remedy or a
                  waiver of any other rights, powers or remedies.

         (B)      No single or partial exercise of a right, power or remedy
                  provided by this agreement or by law shall prevent further
                  exercise of that right, power or remedy or the exercise of
                  another right, power or remedy.

         (C)      Except as otherwise provided herein, the rights, powers and
                  remedies provided in this agreement shall be cumulative and
                  not exclusive of any rights, powers or remedies provided by
                  law.

12.5     If any provision of this agreement or any part of any such provision is
         held to be invalid, unlawful or unenforceable, such provision or part
         (as the case may be) shall be ineffective only to the extent of such
         invalidity, unlawfulness or unenforceability, without rendering
         invalid, unlawful or unenforceable or otherwise prejudicing or
         affecting the remainder of such provision or any other provision of
         this agreement.

12.6     The Parties hereto acknowledge that if any of the provisions of this
         agreement were not to be performed in accordance with their specific
         terms or were otherwise to be breached, irreparable damage would occur
         and damages would not be an adequate remedy. In the event of any such
         breach, the aggrieved Party shall be entitled, in addition to any other
         remedy at law or in equity, to specific performance of the terms hereof
         and immediate injunctive or other equitable relief, without the
         necessity of proving the inadequacy of money damages as a remedy or of
         posting any bond or other security.

12.7     The Parties do not intend that any term of this agreement shall be
         enforceable, by virtue of the Contracts (Rights of Third Parties) Act
         1999, by any person who is not a party to this agreement.

12.8     Nothing in this agreement and no action taken by the Parties under this
         agreement shall constitute a partnership, association, joint venture or
         other co-operative entity between the Parties, nor are the terms of
         this agreement intended to constitute the Parties a joint employer for
         any purpose.

12.9     Following receipt by Platinum Re UK of the necessary Authorisation,
         each of the Parties agrees that the provisions of this agreement as a
         whole shall not constitute control of the other Party or provide it
         with the ability to control such other Party, and each Party expressly
         disclaims any right or power under this agreement to exercise any power
         whatsoever over the management or policies of the other.

12.10    Nothing in this agreement shall oblige either Party to act in breach of
         the requirements of any law, rule or regulation applicable to it,
         including securities and insurance laws, written policy statements of
         securities commissions, insurance and other regulatory authorities, and
         the by-laws, rules, regulations and written policy statements of
         relevant securities and self-regulatory organisations.

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                                       13

13.      NOTICES

13.1     Any notice required or permitted to be given under this agreement shall
         be given in writing to the other Party at its address set out below:

         if to St. Paul Re UK, to:

         St. Paul Reinsurance Company Limited
         27, Camperdown Street,
         London, E1 8DS
         Fax number: 020 7488 6345
         marked for the attention of the Company Secretary

         if to Platinum Re UK, to:

         Platinum Re (UK) Limited
         52, Lime Street,
         London, EC3M 7NL
         Fax number: 020 7623 6610
         marked for the attention of the Company Secretary

         or to such other address or fax number, and marked for the attention of
         such other person, as may from time to time be notified by the relevant
         Party to the other Party.

13.2     Any such notice shall be sent by first class post or facsimile
         transmission (copied by post) or delivered by hand and shall be deemed
         to be served:

         (A)      in the case of post, on the second business day after posting;

         (B)      in the case of facsimile transmission, upon successful
                  transmission (or, if the day of sending is not a business day
                  in the place of receipt, at the opening of business on the
                  first business day in the place of receipt thereafter); and

         (C)      in the case of delivery by hand, upon delivery (or, if the day
                  of delivery is not a business day in the place of receipt, at
                  the opening of business on the first business day in the place
                  of receipt thereafter).

14.      GOVERNING LAW

         This agreement shall be governed by and construed in accordance with
         English law.

15.      COUNTERPARTS

15.1     This agreement may be executed in any number of counterparts, and by
         the Parties on separate counterparts, but shall not be effective until
         each Party has executed at least one counterpart.

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                                       14

15.2     Each counterpart shall constitute an original of this agreement, but
         the counterparts shall together constitute but one and the same
         instrument.

IN WITNESS of which each of the Parties has executed this agreement on the day
and year first above written.

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                                       15

                                    SCHEDULE

                               UK RUN-OFF SERVICES

                  -        Claims management and handling services - in
                           particular, St. Paul Re UK will need access to
                           Michael Coldman and his assistance in relation to any
                           legal disputes relating to claims files previously
                           handled by him, and access to and assistance from
                           underwriting personnel in relation to legal disputes;

                  -        Contract writing services - in particular, St. Paul
                           Re UK will need access to contract wording services
                           and underwriting expertise extending to contact and
                           negotiating with brokers and clients on underwriting
                           questions;

                  -        Actuarial reserving expertise - in particular through
                           access to Minesh Shah

                  -        Credit control, tax and accounting expertise - in
                           particular through access to various individuals
                           including (without limitation) Guy Butler;

                  -        General systems expertise from various individuals
                           including access to all information technology
                           personnel;

                  -        Consulting services from Thomas Mahoney;

                  -        Access to and assistance from Thomas Mahoney, Guy
                           Butler and Minesh Shah in relation to general St.
                           Paul Re UK business issues previously handled by
                           them;

                  -        Access to other individuals also in the event of a UK
                           audit; and

                  -        Incidental services.

<PAGE>

                                       16

SIGNED by                           )
for and on behalf of ST. PAUL       )    /s/ G.R. Butler
REINSURANCE COMPANY                 )
LIMITED                             )

SIGNED by                           )
for and on behalf of PLATINUM       )    /s/ T.J. Mahoney
RE (UK) LIMITED                     )