<PAGE>


                                                                  EXHIBIT 10.27

                                                                  EXECUTION COPY

                             DATED 1 NOVEMBER, 2002

                      ST. PAUL REINSURANCE COMPANY LIMITED

                                      AND

                            PLATINUM RE (UK) LIMITED

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

                          UK MASTER SERVICES AGREEMENT

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

                                SLAUGHTER AND MAY
                                 ONE BUNHILL ROW
                                     LONDON
                                    EC1Y 8YY

                                   (GWJ/GHXC)

                                   CA021330120
<PAGE>

                                    CONTENTS

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

2.       Condition                                                     4

3.       Transitional Services                                         4

4.       Audit Rights                                                  6

5.       Billing and Taxes                                             7

6.       Indemnification and Limitation on Liability                   7

7.       Data Protection and Business Information                      8

8.       Force Majeure                                                 8

9.       Term and Termination                                          9

10.      Arbitration                                                   9

11.      Miscellaneous                                                10

12.      Additional Services                                          12

13.      Undertakings                                                 12

14.      Notices                                                      12

15.      Governing Law                                                13

16.      Counterparts                                                 13

Schedule Transitional Services                                        14
</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 MASTER SERVICES AGREEMENT") relating
         to the provision by St. Paul Re UK to Platinum Re UK of certain
         administrative, accounting, human resources, systems and other support
         services for a specified transition period after the Closing Date.

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.

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
                                  10.3;

<PAGE>

                                       2

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

         "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;

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

         "TRANSITIONAL SERVICES"    has the meaning attributed to it in
                                    sub-clause 3.1; and

         "TRANSITIONAL SERVICES     has the meaning attributed to it in
         END 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;

<PAGE>

                                        3

         (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;

         (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.

<PAGE>

                                        4

2.       CONDITION

         This agreement shall become effective on the Closing Date.

3.       TRANSITIONAL SERVICES

3.1      From and after the Closing Date, St. Paul Re UK shall provide to
         Platinum Re UK, or procure the provision to Platinum Re UK of, each of
         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
         "TRANSITIONAL SERVICES").

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

3.3      St. Paul 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 of any or all of the Transitional Services
         hereunder.

3.4      St. Paul Re UK shall provide, or procure the provision of, each of the
         Transitional Services up to and including 30th June, 2003 (the
         "TRANSITIONAL SERVICES END DATE"), provided that for each Transitional
         Service St. Paul Re UK shall consider in good faith any request by
         Platinum Re UK for the provision of a particular Transitional Service
         to be continued beyond the Transitional Services End Date in the light
         of the circumstances subsisting at the time such request is made. St.
         Paul Re UK and Platinum Re UK shall agree upon the terms which will
         govern the provision of the particular Transitional Service to be so
         provided at the time Platinum Re UK makes such request.

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

3.6      (A)      In consideration for the provision to it of each Transitional
                  Service, Platinum Re UK shall reimburse St. Paul Re UK or the
                  affiliate of St. Paul Re UK that provides the relevant
                  Transitional Services, as the case may be, in respect of the
                  actual cost, as certified in good faith by St. Paul Re UK, of
                  providing each Transitional Service to Platinum Re UK.

         (B)      For the purposes of sub-clause 3.6(A) above, the actual cost
                  shall consist of the direct and reasonable indirect costs of
                  St. Paul Re UK or any affiliate of St. Paul Re UK providing
                  Transitional Services hereunder and shall include any
                  incremental and out-of-pocket costs incurred by St. Paul Re UK
                  or any affiliate

<PAGE>

                                        5

                  of St. Paul Re UK providing Transitional Services hereunder in
                  connection with the Transitional Services, including the
                  conversion, acquisition and disposition cost of software and
                  equipment acquired for the purposes of providing the
                  Transitional Services and the cost of establishing requisite
                  systems and data feeds and hiring necessary personnel.

3.7      (A)      Subject to receiving assistance from St. Paul Re UK's
                  employees, contractors and managed vendors, Platinum Re UK
                  shall use commercially reasonable endeavours to eliminate its
                  need for the Transitional Services as soon as reasonably
                  practicable after the Closing Date.

         (B)      St. Paul Re UK shall assign its service co-ordinator (as
                  described in sub-clause 3.8 below) and shall provide such
                  other assistance as is reasonably necessary to allow Platinum
                  Re UK to exit St. Paul Re UK's systems in a timely and
                  efficient manner.

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

                  (i)      provide continuous oversight and co-ordination of the
                           Transitional Services;

                  (ii)     communicate concerning disputes with respect to the
                           Transitional 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 Transitional
                           Services.

         (B)      The service co-ordinators shall co-operate on a regular basis
                  to plan the delivery of the Transitional Services, including
                  the timetable for performance of the Transitional Services and
                  the incurring of costs related thereto.

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

3.9      (A)      Subject to any relevant confidentiality or other obligations
                  to or rights of third parties, St. Paul Re UK shall provide to
                  Platinum Re UK all service operating manuals and other written
                  materials relating to the Transitional Services, together with
                  any supplements or updates thereto, as reasonably requested by
                  Platinum Re UK.

         (B)      Platinum Re UK may, subject to complying with the terms of
                  this agreement and any rights of third parties, at its own
                  expense copy any material provided to it pursuant to
                  sub-clause 3.9(A) above.

<PAGE>

                                        6

3.10     Platinum Re UK shall promptly notify St. Paul Re UK in writing if it
         becomes aware of any services different from or in addition to the
         Transitional Services as set out in the Schedule which are necessary
         and advisable for fulfilling any of the purposes set out in this
         agreement, and the Parties hereby undertake to co-operate in good faith
         promptly to agree revisions to this agreement as necessary and
         advisable to reflect the intention of the Parties as to the provision
         of those services and the payment therefor or to satisfy any regulatory
         requirements applicable to either of them by virtue of the provision of
         the Transitional Services to Platinum Re UK hereunder.

3.11     Upon the terms and subject to the conditions set out in this agreement,
         each Party agrees to use 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
         which the Parties, acting reasonably, agree to be necessary or
         advisable to effect the transactions contemplated by this agreement.

3.12     Platinum Re UK shall fully comply with and shall procure that its
         officers, directors, employees, contractors, agents and other
         representatives fully comply with any security guidelines and other
         rules and regulations notified to it by St. Paul Re UK from time to
         time in respect of the enjoyment of the Transitional Services and shall
         not otherwise use or permit the use of the Transitional Services and/or
         access to the systems of St. Paul Re UK or any of its affiliates for
         any purpose other than in the ordinary course of the Business (as
         defined in the Business Transfer Agreement).

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 Transitional 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

<PAGE>

                                       7

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

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, St. Paul Re UK shall provide to Platinum Re UK a report
         containing an itemised list of the Transitional Services provided to
         Platinum Re UK during such previous calendar quarter in such form as
         the Parties shall agree.

5.2      Platinum Re UK shall promptly, and in any event no later than 30 days
         after receipt of such report unless Platinum Re UK is contesting in
         good faith the amount set forth in the report, pay to St. Paul Re UK or
         the affiliate of St. Paul Re UK that provides the relevant Transitional
         Services, as the case may be, by wire transfer of immediately available
         funds all amounts payable in respect of the Transitional 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 Transitional Services under this agreement,
         provided that Platinum Re UK shall be solely responsible for, and shall
         reimburse St. Paul Re UK or the affiliate of St. Paul Re UK that
         provides the relevant Transitional Services, as the case may be, in
         respect of, any sales, gross receipts, value added or transfer tax
         payable with respect to the provision of any Transitional Service under
         this agreement (any such reimbursement obligation being, for the
         avoidance of doubt, in addition to Platinum Re UK's obligation to pay
         for such Transitional Service).

6.       INDEMNIFICATION AND LIMITATION ON LIABILITY

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

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

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

6.2      (A)      Subject to sub-clause 6.2(B) below, St. Paul Re UK shall
                  indemnify and hold harmless, to the fullest extent permitted
                  by law, Platinum Re UK, its officers,

<PAGE>

                                        8

                  directors and employees ("PLATINUM INDEMNITEES") from and
                  against any and all Losses incurred by any Platinum Indemnitee
                  arising out of or based upon:

                  (i)      the negligence or wilful misconduct of any person
                           providing Transitional Services; or

                  (ii)     any breach by St. Paul 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 St. Paul Re UK in respect of
                  indemnifiable Losses pursuant to sub-clause 6.2(A) above shall
                  not in any event exceed the aggregate amount paid to St. Paul
                  Re UK by Platinum Re UK pursuant to sub-clause 3.6 above.

6.3      Except with respect to claims relating to actual fraud, the remedies
         set forth in this clause 6 shall be the sole and exclusive remedies of
         the Parties in relation to any and all claims for indemnification under
         this agreement.

7.       DATA PROTECTION AND BUSINESS INFORMATION

7.1      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.

7.2      Without prejudice to the generality of sub-clause 7.1 above, each Party
         undertakes to the other to comply in all respects with the
         authorisations and registrations of the other Party under the Data
         Protection Act 1998.

7.3      (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 7.3(A) above to disclose any information
                  which does not relate to the other Party's business.

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 disorders, rebellions or revolutions,
         strikes, lock-outs or labour difficulties, power

<PAGE>

                                        9

         outages, equipment failures, computer viruses or malicious acts of
         third parties and laws, orders, proclamations, regulations, ordinances,
         demands or requirements of governmental authorities.

9.       TERM AND TERMINATION

9.1      This agreement shall be construed as a separate and independent
         agreement for each Transitional Service provided hereunder.

9.2      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 9.3 below.

9.3      (A)      Platinum Re UK may terminate any or all of the Transitional
                  Services upon thirty days' prior written notice at any time to
                  St. Paul Re UK.

         (B)      Termination of this agreement with respect to any Transitional
                  Service shall not operate to terminate this agreement with
                  respect to any other Transitional Service then being provided
                  hereunder.

         (C)      Notwithstanding anything in this agreement to the contrary,
                  any termination of this agreement with respect to any
                  Transitional Service shall be final.

10.      ARBITRATION

10.1     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.

10.2     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.

10.3     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).

10.4     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

<PAGE>

                                       10

         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.

10.5     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.

10.6     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.

10.7     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.

10.8     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.

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

11.      MISCELLANEOUS

11.1     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.

11.2     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.

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

11.4     (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.

<PAGE>

                                       11

         (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.

11.5     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.

11.6     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.

11.7     Nothing in this agreement shall require Platinum Re UK to purchase any
         particular quantity or level of any Transitional Service provided under
         this agreement.

11.8     Except in relation to sub-clauses 3.6, 5.2, 5.3 and 6.1, 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.

11.9     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.

11.10    Each of the Parties agrees that the provisions of this agreement as a
         whole are not intended to, and do 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.

11.11    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.

<PAGE>

                                       12

12.      ADDITIONAL SERVICES

         To the extent that, at the request of Platinum Re UK or as required
         under the terms of this agreement, St. Paul Re UK provides services to,
         or performs activities for the benefit of, Platinum Re UK in addition
         to the Transitional Services, including without limitation pursuant to
         sub-clause 3.10 above, Platinum Re UK shall promptly reimburse St. Paul
         Re UK for the actual cost to St. Paul Re UK of providing such services
         or performing such activities and sub-clause 5.3 shall apply to the
         provision of such services.

13.      UNDERTAKINGS

         Each of the Parties undertakes to the other Party to:

         (A)      act in a prompt, business-like and diligent manner, in good
                  faith and in such a way as does not bring the other Party's
                  name into disrepute or damage the goodwill of the other
                  Party's business; and

         (B)      comply with all applicable laws, bye-laws and the requirements
                  of any governmental or regulatory authority relating to the
                  performance of the Parties' respective obligations under this
                  agreement.

14.      NOTICES

14.1     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.

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                                       13

14.2     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).

15.      GOVERNING LAW

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

16.      COUNTERPARTS

16.1     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.

16.2     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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                                       14

                                    SCHEDULE

                              TRANSITIONAL SERVICES

         -        IT support - in the form of read-only access to St. Paul Re
                  UK's underwriting and financial systems (in particular, to
                  trading records and contract performance statistics) (provided
                  that Platinum Re UK shall comply with the reasonable
                  requirements of St. Paul Re UK as to security).

         -        Computer network services, including cabling, hubs and
                  switches, to the extent that Platinum Re UK operates the
                  Business at 52 Lime Street, London, EC3M 7NL.

         -        Data communication: inter-office data communications (subject
                  to confirmation from BT that the transitional arrangements are
                  permitted by current contract), to the extent that Platinum Re
                  UK operates the Business at 52 Lime Street, London, EC3M 7NL.

         -        Internet connectivity, to the extent that Platinum Re UK
                  operates the Business at 52 Lime Street, London, EC3M 7NL.

         -        E-mail.

         -        Video conferencing, to the extent that Platinum Re UK operates
                  the Business at 52 Lime Street, London, EC3M 7NL.

         -        Environmentally controlled room to house Platinum Re UK's
                  information technology, to the extent that Platinum Re UK
                  operates the Business at 52 Lime Street, London, EC3M 7NL.

         -        Telephone network (including voicemail) - to be used by
                  Platinum Re UK until such time as it installs its own - to the
                  extent that Platinum Re UK operates the Business at 52 Lime
                  Street, London, EC3M 7NL.

         -        Compliance with insurance regulatory reporting and information
                  requirements - to allow Platinum Re UK appropriate analysis of
                  the business ceded to Platinum Re UK by St. Paul Re UK to
                  enable Platinum Re UK to complete its returns.

         -        Payroll and benefit administration services.

         -        Access to and co-operation of claims personnel in settlement
                  of claims concerning clients who are ongoing in Platinum Re UK
                  where St. Paul Re UK is administering the run-off.

         -        Facilities management services to the extent that Platinum Re
                  UK operates the Business at 52 Limes Street, London, EC3M 7NL.

         -        Premium billing and collection services.

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                                       15

         -        Quarterly historical experience reports on the run-off
                  business of St. Paul Re UK.

         -        Reporting and auditing trails with respect to the business
                  written via the UK Underwriting Agency and Underwriting
                  Management Agreement.

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

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                                       16

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

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