<PAGE>


                                                                  EXHIBIT 10.31

                            DATED November 1, 2002

                      ST. PAUL REINSURANCE COMPANY LIMITED

                                       AND

                            PLATINUM RE (UK) LIMITED

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

                           UK UNDERWRITING AGENCY AND
                        UNDERWRITING MANAGEMENT AGREEMENT

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

                                SLAUGHTER AND MAY
                                 ONE BUNHILL ROW
                                     LONDON
                                    EC1Y 8YY

                                   (GWJ/GHXC)

<PAGE>

                                    CONTENTS

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

2.       Condition                                                                                   4

3.       Appointment                                                                                 4

4.       Platinum Re UK's Underwriting Authority                                                     5

5.       Reports and Records                                                                         6

6.       Agency Fee                                                                                  6

7.       Termination of Agency Arrangements                                                          6

8.       Condition                                                                                   7

9.       Scope of Authority                                                                          7

10.      Underwriting Agency                                                                         7

11.      Reports and Records                                                                         7

12.      Costs And Expenses                                                                          8

13.      Term of the Underwriting Management Arrangements                                            8

14.      Underwriting Services                                                                       8

15.      Audit Rights                                                                                8

16.      Data Protection and Business Information                                                    9

17.      Undertakings                                                                               10

18.      Arbitration                                                                                10

19.      Miscellaneous                                                                              11

20.      Notices                                                                                    12

21.      Governing Law                                                                              13

22.      Counterparts                                                                               13
</TABLE>

<PAGE>

<TABLE>
<S>                                                                                                <C>
Schedule A                                                                                          14

Finite Reinsurance Contracts                                                                        14

Non-Deficit Balance Contracts                                                                       14

Schedule B                                                                                          15

Finite Reinsurance Contracts                                                                        15

Deficit Balance Contracts                                                                           15

Schedule C                                                                                          16

Underwriting Management Business                                                                    16
</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. ("THE 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 The 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
         The 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, The St. Paul and Platinum Holdings
         agreed to procure 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 assets
         associated with its reinsurance activities to Platinum Re UK with the
         intention that Platinum Re UK shall carry on that business or part
         thereof transferred in succession to St. Paul Re UK as a going concern.

C.       Pursuant to the Formation Agreement, The St. Paul and Platinum Holdings
         agreed to procure (inter alia) that St. Paul Re UK and Platinum Re UK
         would enter into certain underwriting agency and underwriting
         management arrangements under which Platinum Re UK would act as
         underwriting agent of and/or perform certain underwriting functions on
         behalf of St. Paul Re UK.

D.       As part of the foregoing, the Parties have agreed to certain interim
         arrangements which, following completion of the Public Offering, will
         apply until the first anniversary of the completion of the Public
         Offering. Pursuant to three quota share retrocession agreements of even
         date between St. Paul Re UK and Platinum Underwriters Reinsurance Inc.,
         a company licensed to carry on insurance and reinsurance business in
         the United States of America, St. Paul Re UK has reinsured certain
         reinsurance business written or renewed by it on or after 1st January,
         2002 to Platinum Underwriters Reinsurance Inc., as more particularly
         set out in those quota share retrocession agreements. Pursuant to
         further quota share retrocession agreements between St. Paul Re UK and
         Platinum Re UK to become effective immediately following receipt by

<PAGE>

                                       2

         Platinum Re UK of authorisation to carry on reinsurance business in the
         United Kingdom, St. Paul Re UK will reinsure to Platinum Re UK certain
         reinsurance business written or renewed by St. Paul Re UK after receipt
         by Platinum Re UK of such authorisation, as more particularly set out
         in those quota share retrocession agreements. The Parties have also
         agreed that until the first anniversary of the completion of the Public
         Offering, Platinum Re UK shall act as the agent of St. Paul Re UK in
         relation to the writing and renewal of reinsurance business on behalf
         of St. Paul Re UK (on the terms and conditions set out below).

E.       The Parties wish to provide, subject to and upon Platinum Re UK
         becoming authorised to write insurance business in the United Kingdom,
         for certain specific reinsurance business as specified in Schedule C
         which is currently written by St. Paul Re UK to continue to be so
         written by St. Paul Re UK under the management of Platinum Re UK and on
         the basis that the same is the subject of a 100% quota share
         reinsurance in favour of Platinum Re UK or Platinum Underwriters
         Reinsurance Inc..

F.       The Parties have agreed that the performance of their respective
         obligations hereunder shall be conducted in a manner that is consistent
         with the regulatory requirements to which the Parties are respectively
         subject from time to time.

WHEREBY IT IS AGREED as follows:

                                PART A - GENERAL

1.       INTERPRETATION

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

         "ACTION"                 means any action, suit, arbitration,
                                  inquiry, proceeding or investigation by or
                                  before any court, any governmental or other
                                  regulatory or administrative agency or
                                  commission or any arbitration tribunal;

         "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;

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

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

         "IPT"                    means insurance premium tax charged in
                                  accordance with Part III of the Finance Act
                                  1994 on gross written premium;

<PAGE>

                                        3

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

         "POLICY"                 means a contract of reinsurance which is in
                                  one of the forms determined from time to
                                  time by St. Paul Re UK;

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

         "REINSURANCE"            includes retrocession;

         "REINSURED CONTRACTS"    has the meaning attributed to it in clause 9;

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

         "UNDERWRITING GUIDES"    means the underwriting guides in the form
                                  provided in writing by St. Paul Re UK to
                                  Platinum Re UK on or before the date hereof,
                                  with such changes as are notified in writing
                                  by St. Paul Re UK to Platinum Re UK from time
                                  to time.

1.2      In this agreement, unless otherwise specified:

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

         (B)      headings to clauses, Parts 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" of any person shall be construed
                  so as to mean a person which, directly or indirectly,
                  controls, is under common control with, or is controlled by,
                  such person;

         (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

<PAGE>

                                       4

                  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.

                                 PART B - AGENCY

2.       CONDITION

         The provisions of this Part B of this agreement shall take effect upon
         completion of the Public Offering.

3.       APPOINTMENT

3.1      St. Paul Re UK hereby appoints Platinum Re UK as its disclosed agent to
         perform certain reinsurance underwriting, production management and
         associated functions on its behalf (and in accordance with its
         instructions from time to time, such instructions to be in writing
         wherever reasonably practicable) and Platinum Re UK hereby accepts such
         appointment, in each case on and subject to the conditions of this Part
         of this agreement.

3.2      St. Paul Re UK hereby confers on Platinum Re UK all powers and
         authorities necessary to enable Platinum Re UK properly to carry out
         its obligations under this Part of this agreement.

<PAGE>

                                       5

4.       PLATINUM RE UK'S UNDERWRITING AUTHORITY

4.1      Until the arrangements under this Part of this agreement are terminated
         or expire, Platinum Re UK shall have authority to accept on behalf of
         St. Paul Re UK any application for traditional reinsurance on the basis
         of information contained in a duly completed application for cover and
         which fulfils the relevant criteria within the Underwriting Guides. It
         shall be a condition of Platinum Re UK's authority that any traditional
         reinsurance business so accepted on behalf of St. Paul Re UK is covered
         under either:

         (A)      the relevant one hundred per cent. (100%) Quota Share
                  Retrocession Agreement between St. Paul Re UK and Platinum
                  Underwriters Reinsurance Inc. dated as of the date hereof; or

         (B)      the relevant one hundred per cent. (100%) quota share
                  retrocession agreement between St. Paul Re UK and Platinum Re
                  UK to become effective immediately following receipt of the
                  Authorisation,

         as determined by Platinum Re UK and as consented to by St. Paul Re UK
         (such consent not to be unreasonably withheld or delayed) having regard
         to all the relevant circumstances (including, without limitation,
         United States federal tax consequences).

4.2      Until the arrangements under this Part of this agreement are terminated
         or expire, Platinum Re UK shall have authority to accept on behalf of
         St. Paul Re UK any application for finite reinsurance on the basis of
         information contained in a duly completed application for cover and
         which fulfils the relevant criteria within the Underwriting Guides on
         such terms as may be specifically agreed to by St. Paul Re UK. It shall
         be a condition of Platinum Re UK's authority that any business so
         accepted on behalf of St. Paul Re UK is covered under either:

         (A)      the relevant one hundred per cent (100%) Quota Share
                  Retrocession Agreement between St. Paul Re UK and Platinum
                  Underwriters Reinsurance Inc. dated as of the date hereof; or

         (B)      the relevant one hundred per cent. (100%) quota share
                  retrocession agreement between St. Paul Re UK and Platinum Re
                  UK to become effective immediately following receipt of the
                  Authorisation,

         as determined by Platinum Re UK and as consented to by St. Paul Re UK
         (such consent not to be unreasonably withheld or delayed) having regard
         to all the relevant circumstances (including, without limitation,
         United States federal tax consequences).

4.3      Platinum Re UK shall also have authority to offer renewals of cover and
         to make alterations and endorsements to the terms of cover provided
         that the renewal, alteration or endorsement is within the relevant
         criteria set out in the Underwriting Guides.

<PAGE>

                                       6

4.4      The arrangements set out in this Part of this agreement shall apply
         only in instances where, despite the use of reasonable best efforts,
         Platinum Re UK has either not obtained the Authorisation or it has not
         yet been approved as a reinsurer by the relevant cedant.

4.5      Prior to the effective date of any contract written under sub-clause
         4.1 or 4.2 above, Platinum Re UK shall provide to the individual
         designated from time to time by St. Paul Re UK a description in writing
         of the contract to be issued, and evidence indicating that the
         condition referred to in sub-clause 4.1 or 4.2, as applicable, has been
         met.

4.6      Save to the extent that Part C applies, Platinum Re UK shall have no
         underwriting authority on behalf of St. Paul Re UK save as expressly
         set out in this clause.

5.       REPORTS AND RECORDS

5.1      Platinum Re UK shall provide to St. Paul Re UK no later than thirty
         days after the end of each month, reports in such form as St. Paul Re
         UK may reasonably require, in hard copy and electronic form.

5.2      Platinum Re UK shall keep and maintain proper books and records wherein
         shall be recorded all business transacted by it on behalf of St. Paul
         Re UK and shall retain such books and records as may be required by
         applicable law or in accordance with the record retention policies of
         St. Paul Re UK, whichever is longer. All records of Platinum Re UK
         relating to the business of St. Paul Re UK shall be open to inspection
         by St. Paul Re UK or its representatives during regular business hours
         and Platinum Re UK shall provide copies of all such books and records
         as may be requested by St. Paul Re UK at the expense of Platinum Re UK.

6.       AGENCY FEE

         As compensation for its services under this Part of this agreement,
         Platinum Re UK shall receive an agency fee equal to 5% of the gross net
         written premiums produced by Platinum Re UK for St. Paul Re UK. "Gross
         net written premiums" shall mean gross premiums less return premiums
         arising from reduction in rate, cancellation or otherwise less premiums
         paid for reinsurance which inures to the benefit of St. Paul Re UK.

7.       TERMINATION OF AGENCY ARRANGEMENTS

7.1      The provisions of this Part B of this agreement shall cease to have
         effect upon the first anniversary of the completion of the Public
         Offering.

7.2      In the event that the Authorisation shall not have occurred by the
         first anniversary of the completion of the Public Offering, this
         agreement (and not, for the avoidance of doubt, merely the provisions
         of this Part of this agreement) shall terminate in its entirety (save
         for the provisions in Clause 14), neither Party shall have any
         liability to the other save to

<PAGE>

                                       7

         the extent that the same may have arisen prior to such termination and
         Platinum Re UK shall cease to have any authority to act on behalf of
         St. Paul Re UK.

                        PART C - UNDERWRITING MANAGEMENT

8.       CONDITION

         The provisions of this Part C of this agreement shall take effect upon
         the receipt by Platinum Re UK of the Authorisation.

9.       SCOPE OF AUTHORITY

         Subject to the direction and control of St. Paul Re UK, Platinum Re UK
         is hereby authorised to take and shall undertake all customary and
         reasonable actions required on behalf of and in the name of St. Paul Re
         UK, including but not limited to negotiating, underwriting and
         executing on behalf of St. Paul Re UK renewal reinsurance contracts
         ("REINSURED CONTRACTS") in respect of the contracts specified in
         Schedule C attached hereto, subject to Clause 10.

10.      UNDERWRITING AGENCY

         Platinum Re UK shall on behalf of and at the direction of St. Paul Re
         UK underwrite renewals of the finite reinsurance contracts referred to
         in Schedule C attached hereto on such terms as may be specifically
         agreed to by St. Paul Re UK. With respect to the finite contracts of
         the classes specified on Schedule A or newly written under sub-clause
         4.2 of this Agreement, such contracts will be reinsured under the 100%
         Quota Share Retrocession Agreement (Non-traditional-A) between St. Paul
         Re UK and Platinum Underwriters Reinsurance Inc. dated 1st November,
         2002 (or on such other terms (including, where applicable, with
         Platinum Re UK as the reinsurer) as the Parties may from time to time
         agree). With respect to finite reinsurance contracts specified on
         Schedule B attached hereto, Platinum Re UK shall propose the terms for
         such reinsurance (including a fair market premium) to St. Paul Re UK
         for the one hundred per cent. (100%) quota share reinsurance of such
         renewals to Platinum Re UK or Platinum Underwriters Reinsurance Inc.
         (as determined by Platinum Re UK) and St. Paul Re UK may elect, at its
         sole discretion, whether or not to accept such reinsurance.

11.      REPORTS AND RECORDS

11.1     Platinum Re UK shall provide to St. Paul Re UK no later than thirty
         days after the end of each month, reports in a form agreed between the
         Parties, in hard copy and electronic form.

11.2     Platinum Re UK shall keep and maintain proper books and records wherein
         shall be recorded all business transacted by it on behalf of St. Paul
         Re UK and shall retain such books and records as may be required by
         applicable law or in accordance with the record retention policies of
         St. Paul Re UK, whichever is longer. All records of Platinum

<PAGE>

                                       8

         Re UK relating to the Reinsured Contracts of St. Paul Re UK shall be
         open to inspection by St. Paul Re UK or its representatives during
         regular business hours and Platinum Re UK shall provide copies of all
         such books and records as may be requested by St. Paul Re UK at the
         expense of Platinum Re UK.

12.      COSTS AND EXPENSES

         Platinum Re UK shall bear all charges and expenses incurred by it in
         underwriting and administering the business with respect to the
         Reinsured Contracts reinsured by Platinum Re UK, Platinum Underwriters
         Reinsurance Inc. or any of their affiliates pursuant to this Part C of
         this agreement. With respect to the scheduled services (in this clause,
         "Underwriting Services") provided hereunder for contracts not reinsured
         by Platinum Re UK, Platinum Underwriters Reinsurance Inc. or any of
         their affiliates, St. Paul Re UK shall pay to Platinum Re UK the
         "actual cost" to Platinum Re UK of performing such Underwriting
         Services (which shall consist of Platinum Re UK's direct and reasonable
         indirect costs), as the case may be, as certified in good faith by
         Platinum Re UK. For greater certainty, the Parties agree that "actual
         cost" will include any incremental and out-of-pocket costs incurred by
         Platinum Re UK in connection with the Underwriting Services, including
         the conversion, acquisition and disposition cost of software and
         equipment acquired for the purposes of providing the Underwriting
         Services and the cost of establishing requisite systems and data feeds
         and hiring necessary personnel.

13.      TERM OF THE UNDERWRITING MANAGEMENT ARRANGEMENTS

         Subject to clause 8 above, the provisions of this Part C of this
         agreement shall continue until the third anniversary of the date
         hereof. St. Paul Re UK will have the option to renew the provisions of
         this Part C of this agreement for another two years upon written notice
         to Platinum Re UK no later than two months prior to the third
         anniversary of the date hereof.

                           PART D - FURTHER PROVISIONS

14.      UNDERWRITING SERVICES

         If St. Paul Re UK at any time so requests, Platinum Re UK shall renew
         on behalf of St. Paul Re UK any finite reinsurance contract to which
         St. Paul Re UK was a party prior to the date hereof provided that
         Platinum Re UK shall have no obligation to accept any retrocession of
         any such reinsurance contract and shall be entitled to receive
         reimbursement of costs and expenses on the same basis as in Clause 12.

15.      AUDIT RIGHTS

15.1     Upon reasonable prior notice, each Party shall have full access to any
         books and records maintained by the other Party and its affiliates
         insofar as reasonably necessary

<PAGE>

                                       9

         for the purposes of confirming amounts properly payable hereunder or
         satisfying any duty imposed hereby or resulting herefrom.

15.2     Each Party shall permit and co-operate with any inspection by the
         regulator or appointee of the regulator of the other Party in relation
         to the provision of any of the services hereunder.

15.3     As soon as reasonably practicable following any request (or, in the
         case of access required by the regulator of either Party, whether with
         or without notice being given by such regulator), access shall be
         provided to auditors, other nominated inspectors of that 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.

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

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

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

15.5     Each Party acknowledges 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 the other Party for the
         purposes of compliance with any regulatory requirements.

16.      DATA PROTECTION AND BUSINESS INFORMATION

16.1     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.

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

<PAGE>

                                       10

17.      UNDERTAKINGS

17.1     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;

         (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
                  Part of this agreement;

         (C)      comply with the terms and conditions of the Policies;

         (D)      without prejudice to the generality of paragraphs (A) and (B)
                  above, comply in all respects with the authorisations and
                  registrations of the other Party under the Data Protection Act
                  1998; and

         (E)      deal with requests or enquiries from the other Party promptly
                  and efficiently (including, without limitation, with regard to
                  the provision of information by Platinum Re UK to enable St.
                  Paul Re UK to comply with its regulatory obligations).

17.2     Without prejudice to the generality of sub-clauses 17.1(A) and (B)
         above Platinum Re UK undertakes to St. Paul Re UK to comply in all
         respects with St. Paul Re UK's authorisation to carry on an insurance
         business in the United Kingdom for the purposes of the Financial
         Services and Markets Act 2000 and without limitation to permit the
         Financial Services Authority to have access to its premises and to deal
         with the Financial Services Authority in an open and co-operative way.

17.3     Platinum Re UK shall comply with all instructions and requests from St.
         Paul Re UK given or made for the purposes of the agency established
         hereunder or for the purposes of enabling St. Paul Re UK to supervise
         the discharge of such agency.

18.      ARBITRATION

18.1     All disputes and differences arising under or in connection with this
         contract shall be referred to arbitration under the Arbitration Rules
         of the A.I.D.A. Reinsurance and Insurance Arbitration Society of the UK
         ("ARIAS (UK)").

18.2     The Arbitration Tribunal shall consist of three arbitrators, one to be
         appointed by the Claimant, one to be appointed by the Respondent and
         the third to be appointed by the two appointed arbitrators.

<PAGE>

                                       11

18.3     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.

18.4     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.

18.5     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 appointment by ARIAS (UK) the Party or arbitrators
         in default may make such appointment.

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

18.7     The seat of arbitration shall be London.

19.      MISCELLANEOUS

19.1     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.

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

19.3     (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.

19.4     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

<PAGE>

                                       12

         rendering invalid, unlawful or unenforceable or otherwise prejudicing
         or affecting the remainder of such provision or any other provision of
         this agreement.

19.5     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.

19.6     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.

19.7     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.

19.8     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.

20.      NOTICES

20.1     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

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                                       13

         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.

20.2     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).

21.      GOVERNING LAW

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

22.      COUNTERPARTS

22.1     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.

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

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                                       14

                                   SCHEDULE A

                          FINITE REINSURANCE CONTRACTS

                          NON-DEFICIT BALANCE CONTRACTS

                  Transatlantic Re Replicat            Policy No. 003223021FXP

                  Bahamas First Triplicat              Policy No. 003356021FXP

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                                       15

                                   SCHEDULE B

                          FINITE REINSURANCE CONTRACTS

                            DEFICIT BALANCE CONTRACTS

                  Transatlantic Re Risk XS Layer 1:    Policy No. 003102011FXP

                  Transatlantic Re Risk XS Layer 2:    Policy No. 003103011FXP

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                                       16

                                   SCHEDULE C

                        UNDERWRITING MANAGEMENT BUSINESS

Transatlantic Re Replicat                             :  Policy No. 003223021FXP

Bahamas First Triplicat                               :  Policy No. 003356021FXP

Transatlantic Re Risk XS Layer 1                      :  Policy No. 003102011FXP

Transatlantic Re Risk XS Layer 2                      :  Policy No. 003103011FXP

Any new finite business written under Clause 4.2
of this agreement.

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                                       17

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

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                                       18

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