<PAGE>



                                                                  EXHIBIT 10.32

                            DATED 1ST NOVEMBER, 2002

                      ST. PAUL REINSURANCE COMPANY LIMITED

                                     - and -

                            PLATINUM RE (UK) LIMITED

                                     - and -

                           ST. PAUL MANAGEMENT LIMITED

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

                           BUSINESS TRANSFER AGREEMENT

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

                                Slaughter and May

                                 One Bunhill Row

                                 London EC1Y 8YY

                               Ref: GWJ/GHXC/ESYL

                                   CA021490093

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CONTENTS

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

2.       TRANSFER                                           9

3.       AUTHORISATION                                     11

4.       CONDUCT OF BUSINESS BEFORE COMPLETION             12

5.       CONSIDERATION                                     12

6.       VAT                                               12

7.       COMPLETION                                        15

8.       APPORTIONMENT                                     15

9.       RISK AND INSURANCE                                16

10.      EMPLOYEES                                         16

11.      DATA PROTECTION                                   23

12.      NON-COMPETITION                                   23

13.      ASSIGNMENT                                        25

14.      FURTHER ASSURANCE                                 26

15.      ENTIRE AGREEMENT                                  26

16.      REMEDIES AND WAIVERS                              26

17.      NOTICES                                           27

18.      ANNOUNCEMENTS                                     27

19.      COSTS AND EXPENSES                                28

20.      COUNTERPARTS                                      28

21.      INVALIDITY                                        28

22.      CONTRACTS (RIGHTS OF THIRD PARTIES) ACT 1999      28

23.      CHOICE OF GOVERNING LAW                           28
</TABLE>

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<TABLE>
<S>      <C>                                              <C>
24.      ARBITRATION                                       28

25.      CONFLICT                                          29
</TABLE>

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                          SCHEDULES

<TABLE>
<CAPTION>
                                                          PAGE
<S>                                                       <C>
Schedule 1 (Completion arrangements)                       31

Schedule 2 (Assumed Employees)                             33

Schedule 3 (Business Intellectual Property)                36

Schedule 4 (Shared Intellectual Property)                  38

Schedule 5 (Transaction Documents)                         39

Schedule 6 (Tangible Assets)                               40

Schedule 7 (Bonus Payments)                                41

Schedule 8 (Existing Retention Obligations)                42

Schedule 9 (Prorated Retention Obligations)                43

AGREED FORM DOCUMENTS

Licence
</TABLE>

<PAGE>

THIS AGREEMENT is made the 1st day of November, 2002

BETWEEN:

1.       ST. PAUL REINSURANCE COMPANY LIMITED a company incorporated in England
         (registered number 01460363) whose registered office is The St. Paul
         House, 27 Camperdown Street, London E1 8DS (the "TRANSFEROR")

AND

2.       PLATINUM RE (UK) LIMITED a company incorporated in England (registered
         number 4413755) whose registered office is at The St. Paul House, 27
         Camperdown Street, London E1 8DS (the "TRANSFEREE")

AND

3.       ST. PAUL MANAGEMENT LIMITED a company incorporated in England
         (registered number 00972175) whose registered office is at The
         St. Paul House, 27 Camperdown Street, London E1 8DS (the "EMPLOYER")

WHEREAS:

(A)      The St. Paul Companies, Inc. ("ST. PAUL") and Platinum Underwriters
         Holdings, Ltd. ("PLATINUM HOLDINGS") entered into a Formation and
         Separation Agreement dated 28 October, 2002 (as such agreement may be
         amended from time to time) (the "FORMATION AND SEPARATION 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 and Separation Agreement, the parties thereto
         have agreed to procure that the Transferor will transfer (or procure
         the transfer of) the Business Assets to the Transferee on the terms set
         out in this Agreement with the intention that the Transferee shall be
         entitled to carry on the Business in succession to the Transferor as a
         going concern.

(C)      The Transferor carries on the Business (as defined in this Agreement)
         and (further to an asset transfer agreement entered into between the
         Transferor and the Employer on the date hereof) is the beneficial owner
         or is otherwise able to procure the transfer of the Business Assets.

(D)      The Employer employs individuals working in the Transferor's business.

(E)      The Transferor intends to enter into three 100% quota share
         retrocession agreements (the "UK QUOTA SHARE RETROCESSION AGREEMENTS")
         with Platinum Underwriters Reinsurance Inc. on the date hereof in
         respect of certain reinsurance business written or renewed (as
         specified

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                                       2

         in those quota share retrocession agreements) by the Transferor on or
         after 1st January, 2002. The Transferor has obtained the consent of the
         retrocessionaires in respect of the retrocession covers relating to
         this business to include Platinum Underwriters Reinsurance Inc. as a
         reinsured under such covers.

(F)      The Transferor intends to enter into a 100% quota share retrocession
         agreement (the "PLATINUM UK QUOTA SHARE RETROCESSION AGREEMENT") with
         the Transferee in respect of certain reinsurance business written after
         the Authorisation Date (as defined below) to become effective
         immediately following receipt by the Transferee of the Authorisation
         (as defined below).

NOW IT IS HEREBY AGREED as follows:-

1.       INTERPRETATION

1.1      In this Agreement and the schedules to it, the following words and
         expressions, save where the context otherwise requires, shall have the
         following meanings:-

         "ACT"                      means Financial Services and Markets Act
                                    2000;

         "AGREED FORM"              in relation to any document means the
                                    document in a form agreed by the Transferor
                                    and the Transferee and initialled for the
                                    purposes of identification by or on behalf
                                    of them;

         "ASSUMED EMPLOYEES"        means those individuals who were employed
                                    prior to Completion by the Employer or in
                                    the case of Thomas Mahoney by St Paul Re
                                    Inc. and who are listed in Schedule 2 Part 1
                                    (underwriting staff assigned to the
                                    Business) and in Schedule 2 Part 2 (persons
                                    otherwise carrying out work in the Retained
                                    Business);

         "AUTHORISATION"            means the authorisation of the Transferee to
                                    carry on reinsurance business in the United
                                    Kingdom of the classes comprised within the
                                    Business under the Act;

         "AUTHORISATION DATE"       means the date on which Authorisation takes
                                    place;

         "BONUS PAYMENTS"           means those 2002 annual incentive bonus
                                    payments which are set out in Schedule 7
                                    hereto and are based on 100% of the bonus
                                    targets under the Transferor's 2001 bonus
                                    targets scheme;

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                                       3

         "BUSINESS"                 means the business of the Transferor other
                                    than the Retained Business and so that the
                                    expression shall include the Business
                                    Goodwill but shall exclude (i) the
                                    assumption of responsibility for the
                                    liabilities arising in respect of all
                                    reinsurance business entered into or renewed
                                    by the Transferor or the management,
                                    administration and run-off of such
                                    reinsurance business; and (ii) the right to
                                    use the "St. Paul" brand and any other
                                    brand, trade mark, service mark, name,
                                    get-up, logo or device, and any Intellectual
                                    Property and goodwill relating to any of the
                                    foregoing, used from time to time as part of
                                    the insurance branding of the Transferor's
                                    Group;

         "BUSINESS ASSETS"          means:-

                                    (i)      all the assets relating to the
                                             Business (including all the rights
                                             and property relating to the
                                             assets) listed or referred to in
                                             Schedule 6;

                                    (ii)     the Business Intellectual Property;
                                             and

                                    (iii)    the Business Goodwill and the
                                             Business Renewal Rights;

                                    but excluding:-

                                    (i)      the Receivables;

                                    (ii)     cash in hand or at the bank used in
                                             the Business;

                                    (iii)    amounts recoverable in respect of
                                             Taxation relating to the Business
                                             Assets attributable to periods
                                             ended on or before, or transactions
                                             occurring on or before, Completion;

                                    (iv)     the benefit of any reinsurance
                                             contract entered into or renewed by
                                             the Transferor; and

                                    (v)      for the avoidance of doubt, any
                                             other item which would be accounted
                                             for as a current asset in respect
                                             of the Business in accordance with
                                             the accounting principles and
                                             practices adopted by the
                                             Transferor;

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                                       4

         "BUSINESS DAY"             means a day (other than a Saturday or
                                    Sunday) on which banks are open for business
                                    (other than solely for trading and
                                    settlement in Euros) in London;

         "BUSINESS GOODWILL"        means all the goodwill and connection of the
                                    Transferor in its reinsurance business but,
                                    for the avoidance of doubt, such expression
                                    shall not include any of the Transferor's
                                    goodwill in the Retained Business or in the
                                    "St. Paul" brand or any other Intellectual
                                    Property used from time to time as part of
                                    the insurance branding of the Transferor's
                                    Group;

         "BUSINESS INTELLECTUAL     means the intellectual property rights
         PROPERTY"                  listed in Schedule 3 and owned by the
                                    Transferor in connection with the Business
                                    and all other Intellectual Property owned
                                    and exclusively used by the Transferor in
                                    connection with the Business but, for the
                                    avoidance of doubt, excluding any
                                    Intellectual Property which is excluded from
                                    the definition of "Business" above;

         "BUSINESS RENEWAL RIGHTS"  means all the direct and indirect rights of
                                    the Transferor to seek to renew reinsurance
                                    treaties, contracts and agreements
                                    underwritten by the Transferor and comprised
                                    within the Business and in force on the
                                    Closing Date;

         "COMPANIES ACTS"           means the Companies Act 1985, the Companies
                                    Consolidation (Consequential Provisions) Act
                                    1985 and the Companies Act 1989;

         "COMPLETION"               means completion of the transfer of the
                                    Business Assets under this Agreement;

         "COMPLETION DATE"          means the date of Completion;

         "DATA PROTECTION           means the Data Protection Act 1998 and all
         LEGISLATION"               other applicable laws, statutes,
                                    regulations, edicts, bye-laws, mandatory
                                    codes of conduct and mandatory guidelines,
                                    existing from time to time in respect of the
                                    processing of personal data;

         "EMPLOYER"                 includes any successor employer of employees
                                    working in the Retained Business;

         "EXISTING RETENTION        means St Paul's retention obligations
         OBLIGATIONS"               contained in letters dated 31st May, 2002
                                    from St Paul to those Assumed Employees
                                    ("SCHEDULE 8 EMPLOYEES") and for those sums
                                    listed in Schedule 8 herein;

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                                       5

         "INTELLECTUAL PROPERTY"    means all rights in inventions, patents,
                                    designs, copyrights, trade marks, service
                                    marks, databases, trade secrets and know-how
                                    (whether or not any of those is registered
                                    and including applications for registrations
                                    of the foregoing), together with all rights
                                    or forms of protection of a similar nature
                                    or having equivalent or similar effect to
                                    any of those which may subsist anywhere in
                                    the world;

         "KEY EMPLOYEES"            means those Assumed Employees identified by
                                    "KE" in Schedule 2;

         "LIME BUSINESS PROPERTY"   means those parts of the leasehold property
                                    situated at floors one, two, three, five,
                                    six and seven, 52 Lime Street, London, EC3M
                                    7NL comprising approximately 7,450 square
                                    feet;

         "LIME BUSINESS PROPERTY    means the leases of the Lime Business
         LEASES"                    Property;

         "PRORATED RETENTION        means those retention obligations of the
         OBLIGATIONS"               Transferor and the Transferee to the Assumed
                                    Employees listed in Schedule 9 ("SCHEDULE 9
                                    EMPLOYEES") (which save in the case of Tom
                                    Mahoney are contained in letters dated 5th
                                    September, 2002 from the Transferor to each
                                    of the Schedule 9 Employees) and for those
                                    sums listed in Schedule 9 herein and which
                                    shall be prorated between the Transferor and
                                    the Transferee in accordance with sub-clause
                                    10.8 herein;

         "RECEIVABLES"              means all payments due to the Transferor as
                                    at Completion for goods or services supplied
                                    by the Transferor in the course of carrying
                                    on the Business;

         "REGULATIONS"              means the Transfer of Undertakings
                                    (Protection of Employment) Regulations 1981;

         "RELEVANT TRANSFER"        means a relevant transfer for the purposes
                                    of the Regulations;

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                                       6

         "RETAINED BUSINESS"        means the management (but not the renewal)
                                    of all insurance and reinsurance business
                                    written by the Transferor prior to
                                    Completion and the writing and management of
                                    such other reinsurance business as may be
                                    written on or after Completion with the
                                    prior written consent of the Transferee or
                                    as may be written on or after Completion on
                                    behalf of the Transferor by the Transferee
                                    pursuant to the UK Underwriting Agency and
                                    Underwriting Management Agreement (as
                                    defined in the Formation and Separation
                                    Agreement);

         "SHARED INTELLECTUAL       means all Intellectual Property
         PROPERTY"                  owned by the Transferor at Completion and
                                    used (but not exclusively used) by the
                                    Transferor in connection with the Business
                                    in the twelve months prior to Completion,
                                    including any Intellectual Property in the
                                    assets listed in Schedule 4 but, for the
                                    avoidance of doubt, excluding any
                                    Intellectual Property which is excluded from
                                    the definition of "Business" above;

         "TAX" or "TAXATION"        includes (without limitation) all taxes,
                                    levies, duties, imposts, charges and
                                    withholdings of any nature whatsoever,
                                    whether of the United Kingdom or elsewhere,
                                    together with all penalties, charges and
                                    interest relating to any of them or to any
                                    failure to file any return required for the
                                    purposes of any of them;

         "TAX COUNSEL"              means Tax counsel who is of at least ten
                                    years' standing and who:

                                    (i)      is reasonably acceptable to the
                                             Transferor and the Transferee; or

                                    (ii)     failing agreement between the
                                             Transferor and the Transferee, is
                                             appointed by the President from
                                             time to time of the Law Society of
                                             England and Wales;

         "THE TRANSFEROR'S          means a scheme of redundancy payments in
         ENHANCED REDUNDANCY        respect of an employee who qualifies
         SCHEME"                    for redundancy payments under Part XI of the
                                    Employment Rights Act 1996 (i.e. has 2 years
                                    continuous service) and calculated in
                                    accordance with the statutory redundancy
                                    payment formula under s. 162 Employment
                                    Rights Act 1996 save that the formula
                                    applied is based on:

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                                       7

                                    (i)      twice the statutory age related
                                             factor; and

                                    (ii)     the employee's week's pay, as
                                             defined therein, is not subject to
                                             the statutory maximum but based on
                                             the employee's actual basic week's
                                             pay.

                                    The redundancy payment under the
                                    Transferor's Enhanced Redundancy Scheme:

                                    (i)      includes statutory redundancy
                                             payment; and

                                    (ii)     shall not be less than 16 weeks
                                             basic pay and more than 52 weeks
                                             basic pay if aggregated with
                                             payment in lieu of notice;

         "TRANSFERRED BUSINESS      means:-
         CONFIDENTIAL INFORMATION"

                                    (i)      originals or copies of all books,
                                             records, ledgers, files, reports,
                                             accounts, data, plans and operating
                                             records, whether in hard copy,
                                             electronic format, magnetic or
                                             other media, which are related to
                                             the Business Assets provided,
                                             however, that the information about
                                             the Business Assets shall not
                                             include minute books and other
                                             similar records and files including
                                             tax returns;

                                    (ii)     copies of (a) all reinsurance
                                             agreements entered into by the
                                             Transferor on or after 1st January,
                                             2002 and retroceded to Platinum
                                             Reinsurance Inc. pursuant to the
                                             relevant UK Quota Share
                                             Retrocession Agreement, and (b) all
                                             reinsurance agreements entered into
                                             by the Transferor after the
                                             Authorisation Date and retroceded
                                             to the Transferee pursuant to the
                                             Platinum UK Quota Share
                                             Retrocession Agreement (the
                                             "REINSURANCE AGREEMENTS") together
                                             with copies of all related
                                             placement slips and binders,
                                             inuring retrocessional contracts,
                                             actuarial analyses, underwriting
                                             files, claims files, correspondence
                                             with brokers, cedants and inuring
                                             retrocessional reinsurers, and
                                             relevant detail (whether in hard
                                             copy, electronic format, magnetic
                                             or other media); and

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                                       8

                                    (iii)    copies of the underwriting files
                                             and relevant detail (whether in
                                             hard copy, electronic format,
                                             magnetic or other media) for
                                             contracts that were underwritten by
                                             the Transferor in the 1997, 1998,
                                             1999, 2000, and 2001 underwriting
                                             years and the customer and brokers
                                             lists relevant to the Business
                                             Renewal Rights, including copies of
                                             contracts, placement slips and
                                             binders, inuring retrocessional
                                             contracts, actuarial analyses,
                                             information pertaining to aggregate
                                             premium and loss activity,
                                             correspondence with brokers,
                                             cedants and inuring retrocessional
                                             reinsurers but excluding any
                                             information that the Transferor
                                             reasonably believes to be legally
                                             privileged and any individual
                                             claims or loss information;

                                    For the avoidance of doubt, Transferred
                                    Business Confidential Information does not
                                    include any information relating to the
                                    Retained Business to be made available to
                                    the Transferee pursuant to the Formation and
                                    Separation Agreement;

         "TRANSACTION DOCUMENTS"    means the documents listed in Schedule 5;

         "TRANSFEREE'S GROUP"       means the Transferee, its subsidiaries and
                                    subsidiary undertakings, any holding company
                                    of the Transferee and all other subsidiaries
                                    and subsidiary undertakings of any such
                                    holding company from time to time;

         "TRANSFEROR'S GROUP"       means the Transferor, its subsidiaries and
                                    subsidiary undertakings, any holding company
                                    of the Transferor and all other subsidiaries
                                    and subsidiary undertakings of any such
                                    holding company from time to time;

         "TRANSITION EXPENSES"      means the provisions of Section 13.16 of the
                                    Formation and Separation Agreement;

         "VATA 1994"                means the Value Added Tax Act 1994; and

         "WORKING HOURS"            means 9.00 a.m. to 5.00 p.m. on a Business
                                    Day.

1.2      In construing this Agreement, unless otherwise specified:-

         (A)      references to clauses, paragraphs and schedules are to clauses
                  and paragraphs of or schedules to this Agreement;

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                                       9

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

         (C)      the schedules and any attachments 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 and any attachments;

         (D)      use of any gender includes the other gender;

         (E)      references to a "PERSON" shall be construed so as to include
                  any individual, firm, company or other body corporate,
                  government, state or agency of a state, local or municipal
                  authority or government body or any joint venture, association
                  or partnership (whether or not having separate legal
                  personality);

         (F)      any reference to a "DAY" (including within the phrase
                  "BUSINESS DAY") shall mean a period of 24 hours running from
                  midnight to midnight;

         (G)      the expressions "HOLDING COMPANY", "SUBSIDIARY" and
                  "SUBSIDIARY UNDERTAKING" shall have the meaning given in the
                  Companies Acts;

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

         (I)      references to times of day are to London time;

         (J)      a reference to any statute or statutory provision shall be
                  construed as a reference to the same as it may have been, or
                  may from time to time be, consolidated, amended, modified or
                  re-enacted;

         (K)      a reference to any agreement shall be construed as a reference
                  to the same as it may have been, or may from time to time be,
                  amended, modified, varied or novated;

         (L)      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 treated as including
                  what most nearly approximates in that jurisdiction to the
                  English legal term; and

         (M)      references to a "RENEWED CONTRACT" relate to contractual
                  rights and obligations arising after the renewal date only.

2.       TRANSFER

2.1      The Transferor agrees to transfer or procure the transfer and the
         Transferee agrees to accept the transfer of the Business Assets with
         such title as the Transferor is required to deliver under the Formation
         and Separation Agreement as a going concern at and with effect from
         Completion, but so that the Business shall be carried on by the
         Transferee until the earlier of the Authorisation Date and the first
         anniversary of the completion of the Public Offering solely

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                                       10

         as agent of the Transferor and solely in accordance with the respective
         rights and obligations of the Transferor and the Transferee pursuant
         to, and subject as provided in, Part B of the UK Underwriting Agency
         and Underwriting Management Agreement (as defined in the Formation and
         Separation Agreement) and so that following Authorisation (and only
         following Authorisation), the Transferee will be entitled to assume and
         carry on the Business for its own account and benefit in succession to
         the Transferor. For the avoidance of doubt, following Authorisation the
         Transferee shall continue to act as agent for the Transferor in
         relation to certain reinsurance business in accordance with the
         respective rights and obligations of the Transferor and the Transferee
         pursuant to Part B of the UK Underwriting Agency and Underwriting
         Management Agreement (as defined in the Formation and Separation
         Agreement).

2.2      Clause 2.1 shall operate as an assignment of such of the Business
         Intellectual Property as is not the subject of a registration or an
         application for registration with effect from Completion. Any Business
         Intellectual Property which is registered or which is the subject of an
         application for registration shall be assigned to the Transferee.

2.3      The Transferor shall use commercially reasonable endeavours to obtain
         prior to Completion any consent, approval or authorisation necessary
         for the transfer of the Business Assets to the Transferee as
         contemplated in this Agreement. If the Transferor has not obtained such
         consent, approval or authorisation necessary for the transfer of any of
         the Business Assets as contemplated by this Agreement prior to
         Completion, the Transferor, for a period of up to 12 months subsequent
         to Completion, shall reasonably co-operate with the Transferee in
         attempting to obtain such consents, approvals or authorisations as
         promptly thereafter as practicable, provided that the Transferee shall
         promptly reimburse the Transferor for any reasonable legal and other
         expenses incurred in connection with such co-operation as such expenses
         are incurred. The Transferor may not exercise any of its rights under
         any of the Business Assets with respect to which such consent, approval
         or authorisation to the transfer thereof has not been obtained by
         Completion except at the direction of or on behalf of the Transferee or
         a member of the Transferee's Group, and the Transferee or such member
         of the Transferee's Group shall be responsible for any Liabilities (as
         defined in the Formation and Separation Agreement) in respect of such
         Business Assets after Completion provided that the Transferor shall not
         be required to take any action directed by the Transferee under any
         agreement relating to a Business Asset that would cause a breach of
         such agreement where the Transferor or a member of the Transferor's
         Group reasonably believes that it retains liability for such breach.

2.4      Where consent of a third party is required for the transfer of any
         Business Intellectual Property to the Transferee, the Transferor shall
         use commercially reasonable endeavours to obtain such consent. For the
         avoidance of doubt the Transferor shall not be required to make any
         payment to any third party to procure such consent and the Transferor
         shall have no liability to the Transferee to the extent that such
         consent is not obtained by Completion.

2.5      The consideration for the transfer of the Business Assets pursuant to
         sub-clause 2.1 will be as set out in clause 5 (Consideration).

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                                       11

2.6      Without prejudice to the Transferor's obligations to pass title in
         accordance with the Formation and Separation Agreement but for the
         avoidance of doubt, Part 1 Law of Property (Miscellaneous Provisions)
         Act 1994 shall not apply for the purposes of this clause.

2.7      The Transferor shall, with effect from Completion, grant to the
         Transferee a perpetual, non-exclusive, irrevocable, royalty-free,
         assignable licence (with the right to sublicense) to use the Shared
         Intellectual Property.

2.8      (A)      The Transferor will grant the Transferee a licence in the
                  Agreed Form to use the Lime Business Property on a
                  non-exclusive basis.

         (B)      The Transferee acknowledges that the consent of the landlord
                  (the "LANDLORD") under the Lime Business Property Leases has
                  not been obtained to the Transferee's occupation of the Lime
                  Business Property. The Transferor has applied to the Landlord
                  to obtain the consent of the Landlord to the Transferee's
                  occupation of the Lime Business Property and will use
                  commercially reasonable endeavours at the cost of the
                  Transferee to obtain such consent. The Transferee shall pay
                  the professional and other fees of any landlord incurred in
                  connection with the application for the consent of the
                  Landlord to the Transferee's occupation of the Lime Business
                  Property. Pending the grant of such consent and if such
                  consent is refused, the Transferee agrees to vacate the Lime
                  Business Property within 40 days of the date of a written
                  request from the Transferor.

         (C)      The Transferor and the Transferee agree that the Transferee's
                  occupation of the Lime Business Property takes effect as a
                  mere licence and does not grant the Transferee exclusive
                  possession or grant a tenancy.

2.9      The obligations of the parties to this Agreement to carry out the
         transactions contemplated by this Agreement are conditional upon the
         Firm Public Offering Shares (as defined in the Formation and Separation
         Agreement) having been delivered and the completion of the ESU Offering
         (as defined in the Formation and Separation Agreement).

3.       AUTHORISATION

3.1      From the date hereof until the first anniversary of the completion of
         the Public Offering, each of the Transferor and the Transferee will use
         commercially reasonable endeavours to obtain the Authorisation as soon
         as possible, provided that the Transferor shall not be required to take
         any action which would be prejudicial to its commercial interests
         including, without limitation, contributing to the Transferee any
         capital investment (other than the transfer of the Business in
         accordance with this Agreement) or incurring any costs or liability.

3.2      The Transferor and the Transferee undertakes to keep each other
         informed as to progress towards the obtaining of the Authorisation and
         in particular (but without limitation) to disclose in writing to each
         other anything which will or may prevent the Authorisation being
         obtained by the first anniversary of the completion of the Public
         Offering immediately where it comes to that party's notice.

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                                       12

4.       CONDUCT OF BUSINESS BEFORE COMPLETION

         The Transferor will procure that, between the date of this Agreement
         and Completion, the Business will be carried on in the ordinary and
         usual course.

5.       CONSIDERATION

5.1      The consideration for the transfer of the Business Assets shall be the
         grant to the Transferor of options to purchase 894,260 common shares in
         Platinum Holdings with a total value of US$ 8,119,881.

5.2      The consideration shall be allocated as follows:-

         (A)      all the assets relating to the Business       US$ 300,003; and
                  (including all the rights and property
                  relating to the assets) listed or
                  referred to in Schedule 6

         (B)      intangibles (the Business Goodwill, the       US$ 7,819,878.
                  Business Renewal Rights and the Business
                  Intellectual Property)

5.3      The consideration for the transfer of the Business Assets shall be
         delivered in accordance with clause 7 (Completion) and may be adjusted
         under clause 6 (VAT) and other terms of this Agreement.

6.       VAT

6.1      The Transferor and the Transferee shall use commercially reasonable
         endeavours to procure that the transfer of the Business Assets under
         this Agreement is treated by H.M. Customs & Excise as a transfer of a
         business as a going concern for the purposes of both section 49(1) VATA
         1994 and article 5 Value Added Tax (Special Provisions) Order 1995,
         except that the parties shall not be required by virtue of this clause
         to make any appeal to any court against any determination of H.M.
         Customs & Excise that the transfer does not fall to be so treated (so
         that any such appeal shall be made solely in accordance with the
         provisions of clause 6.5).

6.2      The Transferee declares that it is duly registered for VAT purposes
         under registration number 795 5701 87 and that the Transferee shall
         upon and immediately after Completion use the Business Assets to carry
         on the same kind of business (whether or not as part of any existing
         business of the Transferee) as that carried on by the Transferor in
         relation to the Business Assets before Completion.

6.3      The Transferor shall be entitled to retain all the records of the
         Business which under paragraph 6 of Schedule 11 to the VATA 1994 are
         required to be preserved after Completion provided that the
         Commissioners of H.M. Customs & Excise so direct in accordance with
         section 49(1)(b) VATA 1994. The Transferee shall render all reasonable
         assistance to the Transferor in connection with the Transferor's
         request to the Commissioners of H.M. Customs & Excise to so direct.

<PAGE>

                                       13

6.4      The Transferor shall preserve in the UK all the records of the Business
         that it is entitled to retain pursuant to sub-clause 6.3 for a period
         consistent with the longer of its document retention policy in effect
         at Completion or for a period of not less than six years from
         Completion (or for such longer period as may be required by law) and,
         upon being given reasonable notice by the Transferee or its agents, the
         Transferor shall make those records available to the Transferee or its
         agents for inspection (during Working Hours) or copying (at the
         Transferee's expense).

6.5      (A)      If, notwithstanding the provisions of clause 6.2, H.M. Customs
                  & Excise shall determine that VAT is chargeable in respect of
                  the supply of all or any part of the Business Assets under
                  this Agreement, the Transferor shall notify the Transferee of
                  that determination within seven days of its being so advised
                  by H.M. Customs & Excise, clause 6.6 shall determine whether
                  the consideration payable pursuant to clause 5.1 shall be
                  reduced, and the Transferee shall, unless clause 6.5(B)
                  applies, pay to the Transferor by way of additional
                  consideration a sum equal to the amount of VAT so chargeable
                  within 14 days of the Transferor notifying the Transferee of
                  that determination (against delivery by the Transferor of an
                  appropriate VAT invoice).

         (B)      If the Transferor and the Transferee disagree with the
                  determination of H.M. Customs & Excise referred to in clause
                  6.5(A), or if sub-clause (F) applies, they shall obtain a
                  review by the Commissioners of H.M. Customs & Excise of that
                  determination and sub-clauses 6.5(C) to (F) (inclusive) shall
                  apply. The Transferor and the Transferee shall be responsible
                  jointly for obtaining such review and shall give each other
                  all reasonable assistance and co-operation in that regard.

         (C)      Upon the Transferor being advised by the Commissioners of H.M.
                  Customs & Excise of their decision arising out of the review
                  referred to in clause 6.5(B), the Transferor shall forthwith
                  notify the Transferee as soon as possible of that decision
                  and, if the Transferor and the Transferee disagree with that
                  decision or if sub-clause (F) applies, the Transferor and the
                  Transferee shall be responsible jointly for the making of all
                  such appeals against that decision as the Transferor and the
                  Transferee shall agree.

         (D)      All costs, charges and expenses properly incurred in taking
                  any action pursuant to sub-clauses (B) to (E) (inclusive)
                  shall be borne by the Transferor and the Transferee equally
                  and, in any case where an appeal cannot be made against the
                  decision of the Commissioners without the Transferor
                  accounting for the VAT referred to in clause 6.5(A), the
                  Transferee shall pay to the Transferor in cash an amount equal
                  to that amount (against delivery by the Transferor of an
                  appropriate VAT invoice).

         (E)      Within 14 days of the decision of the Commissioners referred
                  to in clause 6.5(C) or, if an appeal or appeals have been made
                  in accordance with that clause, within 14 days of the decision
                  of the court or tribunal to which the final such appeal has
                  been made:-

                  (i)      the Transferee shall pay to the Transferor in cash a
                           sum equal to the amount of VAT that has thereby been
                           determined to be properly chargeable in respect of
                           the supply of all or any part of the Business Assets
                           under this Agreement (against delivery by the
                           Transferor of an appropriate VAT invoice) after

<PAGE>

                                       14

                           deducting from that sum any amount previously paid by
                           the Transferee to the Transferor under clause 6.5(D);
                           or

                  (ii)     if the amount previously paid by the Transferee to
                           the Transferor under clause 6.5(D) exceeds the VAT
                           that has been determined to be properly chargeable in
                           respect of the supply referred to above, the
                           Transferor shall pay to the Transferee in cash an
                           amount equal to the excess (which payment shall be
                           treated as a reduction in the consideration payable
                           for the Business Assets) and deliver to the
                           Transferee an appropriate credit note for VAT
                           purposes.

         (F)      If one of the Transferor or the Transferee agrees with the
                  determination of H.M. Customs & Excise referred to in clause
                  6.5(A) but the other disagrees with such determination, or if
                  the Transferor and the Transferee disagree as to the course of
                  action to be taken pursuant to this clause 6 (including
                  whether or not to appeal a decision of H.M. Customs & Excise
                  or a decision of any court or tribunal and the manner of any
                  such appeal), then the Transferor and the Transferee shall
                  jointly instruct Tax Counsel in that regard and sub-clauses
                  (B) to (E) (inclusive) shall apply once Tax Counsel has, after
                  both parties have had a reasonable opportunity to make
                  submissions to Tax Counsel, delivered a written opinion
                  (taking account of all relevant factors) to both parties to
                  the effect that it is or is not appropriate to obtain a review
                  of the determination or which recommends a course of action to
                  be taken by the parties pursuant to this clause 6. When such
                  an opinion is delivered, the parties agree to apply
                  sub-clauses (B) to (E) (inclusive) in accordance with such
                  opinion.

6.6      If the Transferee is unable to recover in full input tax (if any) in
         respect of any of the supplies of Business Assets pursuant to this
         Agreement, then the consideration payable pursuant to clause 5.1 ("IC")
         shall be reduced to the aggregate amount found by applying the
         following formula to the value of the consideration allocated to each
         category of asset specified in clause 5.2 and adding the totals
         thereof:

                                    1
                          --------------------
                          1 + (0.5 (0.175 - R))

         where R means:

         (i)      in respect of supplies constituted by the transfer of Business
                  Assets pursuant to this Agreement which are taxable supplies,
                  the percentage of input tax in respect thereof which is
                  recoverable by the Transferee (expressed as the decimal
                  fraction obtained by applying the said percentage to 0.175);
                  and

         (ii)     in all other cases 0.175,

         and provided that for this purpose R shall be determined in good faith
         by the Transferee and shall be adjusted as necessary following any
         agreement with H.M. Customs & Excise or otherwise with such
         consequential adjustments being made to IC as are then appropriate
         (using for the avoidance of doubt for the purpose of this recalculation
         the original allocations as stated at the date of this Agreement in
         clause 5.2), and so that the consideration and

<PAGE>

                                       15

         allocation pursuant to clauses 5.1 and 5.2 shall be adjusted in
         accordance with the results of the above process by the Transferor
         being liable to make such payment in cash to the Transferee as is equal
         to the value of any reduction in the consideration set out pursuant to
         clause 5.1 and the Transferee shall make such payments of additional
         consideration as are required under clause 6.5 (A) or (E) and so that
         the two said amounts may be set off to the maximum extent possible
         leaving a net payment, and finally so that, if pursuant to any further
         application of this clause to determine IC (if R is adjusted as
         referred to above), IC changes (upwards or downwards), such adjusting
         payments shall be made as are necessary.

7.       COMPLETION

7.1      Completion shall take place on the Closing Date, provided that this
         Agreement shall become effective on that date immediately after
         delivery of the Firm St. Paul Shares (as defined in the Formation and
         Separation Agreement) and the completion of the ESU Offering (as
         defined in the Formation and Separation Agreement).

7.2      At Completion the Transferor and the Transferee shall do or procure the
         carrying out of those things listed in Schedule 1 (Completion
         Arrangements).

8.       APPORTIONMENT

8.1      All moneys or other items to which the Transferee is properly entitled
         under the terms hereof which are received by the Transferor or any
         member of the Transferor's Group on or after Completion in connection
         with the Business Assets shall be held in trust by the Transferor for
         the Transferee and shall be promptly paid over to the Transferee.

8.2      All moneys or other items to which the Transferor is properly entitled
         under the terms hereof which are received by the Transferee or any
         member of the Transferee's Group on or after Completion shall be held
         in trust by the Transferee for the Transferor and shall be promptly
         paid over to the Transferor.

8.3      Where anything (including any service) has been provided to the
         Transferor in connection with the Business Assets prior to Completion,
         but any payment has been made by the Transferee in respect of the price
         or cost of it, the Transferor shall pay to the Transferee a sum equal
         to the amount of that payment (excluding any amount in respect of VAT
         thereon and suitably apportioned where the payment relates to the
         provision of goods or a service over a period commencing prior to, and
         ending after, Completion) and shall hold such sum for the Transferee
         until it is promptly paid over.

8.4      Where anything (including any service) is to be provided to the
         Transferee in connection with the Business Assets after Completion, but
         any payment (by way of deposit, prepayment or otherwise) has been made
         by the Transferor in respect of the price or cost of it before
         Completion, the Transferee shall pay to the Transferor a sum equal to
         the amount of that payment (excluding any amount in respect of VAT
         thereon and suitably apportioned where the payment relates to the
         provision of goods or a service over a period commencing prior to, and
         ending after, Completion) and shall hold such sum for the Transferor
         until it is promptly paid over.

<PAGE>

                                       16

8.5      All other prepayments and accruals relating to the Business Assets
         shall, to the extent that they relate to any period commencing prior to
         and ending after Completion, be apportioned on a fair and equitable
         basis between the Transferor and the Transferee and an appropriate
         payment shall be made to reflect that apportionment.

8.6      All notifications and correspondence relating to the Business Assets
         which are received by any member of the Transferor's Group on or after
         Completion shall as soon as reasonably practicable be passed to the
         Transferee.

9.       RISK AND INSURANCE

         Risk in the Business Assets shall pass on Completion.

10.      EMPLOYEES

10.1     The Transferee, the Transferor and the Employer agree that Completion
         will constitute a Relevant Transfer which will take place in its
         entirety on the Completion Date and the Assumed Employees listed in
         Part 1 of Schedule 2 ("PART 1 EMPLOYEES") shall transfer under the
         Regulations to the Transferee from the Employer on the Completion Date
         upon the terms and conditions referred to in sub-clause 10.7(C).

10.2     Subject to sub-clause 10.6 (C) the Transferee, the Transferor and the
         Employer agree that if there is a finding that a Relevant Transfer
         shall not have occurred prior to the Authorisation, the Authorisation
         will constitute a Relevant Transfer which will take place in its
         entirety on the Authorisation Date and sub-clause 10.6 shall be applied
         to the Part 1 Employees between the Completion Date and the
         Authorisation Date and the Part 1 Employees shall thereafter transfer
         under the Regulations to the Transferee from the Employer on the
         Authorisation Date upon the terms and conditions referred to in
         sub-clause 10.7(C).

10.3     (A)      Subject to sub-clause 10.3(B) the Transferee, the Transferor
                  and the Employer agree that the Transferee will immediately
                  upon Completion make to each of the Assumed Employees listed
                  in Part 2 of Schedule 2 ("PART 2 EMPLOYEES") an offer in
                  writing to employ them under a new contract of employment, to
                  take effect from Completion upon the terms and conditions
                  referred to in sub-clause 10.7(C).

         (B)      In the case of the Assumed Employee Guy Butler, the
                  Transferee, the Transferor and the Employer agree that the
                  Transferee shall, prior to the Completion Date, offer Guy
                  Butler a six month fixed term contract of employment effective
                  upon Completion and the Employer shall pay Guy Butler L112,500
                  upon termination of his employment with the Employer (the
                  "SEVERANCE PAYMENT") subject to the terms of a Compromise and
                  Severance Agreement (including a maximum contribution towards
                  legal fees) (the "SEVERANCE AGREEMENT") executed by the
                  Employer, the Transferor, the Transferee and Guy Butler and
                  his legal advisor prior to Completion. The Employer, the
                  Transferor and the Transferee agree that the Severance Payment
                  and said legal fees shall be set off against the Transition
                  Expenses and the Employer and the Transferor shall not be
                  liable for any loss incurred by the Transferee in connection
                  with the termination of the employment of Guy Butler as an
                  employee of the Transferee on or

<PAGE>

                                       17

                  after Completion howsoever arising and sub-clauses 10.7(C) and
                  10.7(D) shall not apply in respect of Guy Butler.

10.4     The Transferee, the Transferor and the Employer agree that if for any
         reason, following Completion any Part 1 Employee is found not to have
         transferred to the Transferee pursuant to the Regulations, other than
         by virtue of Regulation 5(4A) of the Regulations, the Transferee in
         consultation with the Transferor and the Employer will as soon as is
         reasonably practicable but no later than within 14 days of learning of
         the said finding make to any such Part 1 Employee an offer in writing
         to employ him under a new contract of employment to take effect as soon
         as possible thereafter upon the terms and conditions referred to in
         sub-clause 10.7(C) and in the interim unless otherwise agreed in
         writing by the parties sub-clause 10.6 shall be applied by the parties.
         In the event that any Part 1 Employee declines such offer, the Employer
         in consultation with the Transferor may at its discretion terminate the
         employment of such Part 1 Employee.

10.5     The Transferee, the Transferor and the Employer agree:

         (A)      if for any reason any person who is not an Assumed Employee is
                  found to have transferred to the Transferee pursuant to the
                  Regulations, the Transferee will within 14 days after becoming
                  aware of the finding notify the Transferor and the Employer in
                  writing that it does not wish to employ that person
                  ("TRANSFEREE'S NOTIFICATION"), and the Employer will in
                  consultation with the Transferee and the Transferor, following
                  receipt of the Transferee's Notification as soon as is
                  reasonably practicable but no later than within 14 days of the
                  Transferee's Notification make to that person an offer in
                  writing to employ him under a new contract of employment upon
                  the terms and conditions referred to in sub-clause 10.7(C) or
                  alternatively request that the Transferee terminate the
                  employment of that person;

         (B)      once an offer has been made or the Employer has asked the
                  Transferee to terminate the employment of any person who is
                  not an Assumed Employee (or at the latest after the expiry of
                  14 days after the Transferee's Notification), the Transferee
                  may terminate the employment of the person concerned and, so
                  long as that termination is in accordance with the said
                  person's contractual entitlement subject to any duty by the
                  said person to mitigate loss, the Transferor will indemnify
                  the Transferee against any sums payable to, or on behalf of
                  such person in respect of the termination of his employment
                  and each and every liability, claim, demand, expense or cost
                  (including without limitation reasonable legal costs and
                  expenses incurred by the Transferee on a solicitor and own
                  client basis in settling, contesting or dealing with any such
                  claim or demand) on or after the Completion and against any
                  claims or losses arising out of such termination.

10.6     The Transferee, the Transferor and the Employer agree in the event of
         sub-clause 10.2 applying or where any Part 2 Employee remains employed
         by the Employer pending acceptance by him of an offer of employment by
         the Transferee or as provided in sub-clause 10.4, in respect of such
         Assumed Employees, between Completion and the Authorisation Date (or
         where relevant earlier acceptance of the offer) the following interim
         arrangements shall apply ("INTERIM ARRANGEMENTS"):

<PAGE>

                                       18

         (A)      subject to sub-clause 10.6 (C) the Employer shall and the
                  Transferor shall use commercially reasonable endeavours to
                  procure that the Employer shall in respect of those Assumed
                  Employees (except with the express prior written consent of
                  the Transferee):

                  (i)      make each of them available to the Transferee to
                           provide services to the Transferee and so far as is
                           reasonably practicable in accordance with their
                           contractual duties prior to Completion;

                  (ii)     not engage in any act or omission which gives rise to
                           any liability in relation to them including without
                           limitation for breach of contract, unfair dismissal,
                           and sex, race and disability discrimination and shall
                           comply with all obligations imposed on it by all
                           statutes, regulations, collective agreements, customs
                           and practices relevant between it and them or any
                           trade union or their terms of employment or any laws
                           relating to health and safety;

                  (iii)    save as provided in sub-clause 10.3(B) and subject to
                           the provisions of sub-clauses 10.6(B)(iii) and
                           10.7(E)(ii) be responsible for all due salary
                           payments and any other emoluments in accordance with
                           their contracts of employment with the Employer
                           including tax and national insurance payments,
                           holiday, sick pay and all other contractual
                           remuneration and benefits and not subject them to any
                           disciplinary action, dismiss them or in any way
                           change the Assumed Employees' contracts of employment
                           (with or without those Assumed Employees' consent);
                           and

                  (iv)     at the request of the Transferee and within 14 days
                           of the notification of the said request, terminate
                           the employment of any Assumed Employee to whom the
                           Interim Arrangements apply (for the avoidance of
                           doubt whether or not extended by agreement under
                           clause 10.6(C), in accordance with the said Assumed
                           Employee's contractual entitlement subject to any
                           duty of such person to mitigate loss ("EARLY
                           TERMINATION").

         (B)      Subject to sub-clause 10.6 (C) the Transferee shall in respect
                  of those Assumed Employees (except with the express prior
                  written consent of the Transferor and the Employer):

                  (i)      provide work for each of them in accordance with
                           their contractual duties prior to Completion so far
                           as is reasonably practicable and subject to
                           sub-clause 10.6(A) have the day to day control of the
                           manner in which those Assumed Employees perform their
                           duties;

                  (ii)     not engage in any act or omission which would, if it
                           were their employer, give rise to any liability in
                           relation to them including without limitation for
                           breach of contract, unfair dismissal, and sex, race
                           and disability discrimination or which causes the
                           Employer or the Transferor or of any member of the
                           Transferor's Group to incur such a liability and
                           shall comply with all obligations which if it were
                           their employer would be imposed on it by all
                           statutes, regulations, collective

<PAGE>

                                       19

                           agreements, customs and practices relevant between it
                           and those Assumed Employees or any trade union or the
                           terms of employment of the Assumed Employees or any
                           laws relating to health and safety; and

                  (iii)    without prejudice to sub-clause 10.7(E)(ii) fully
                           reimburse the Employer on a monthly basis in respect
                           of all salary payments and other emoluments in
                           accordance with the Assumed Employees' contracts of
                           employment including tax and national insurance
                           payments, holiday and sick pay.

         (C)      The Transferee, the Transferor and the Employer agree that the
                  Interim Arrangements shall automatically terminate on 31st
                  March, 2003 unless otherwise extended in writing by the
                  parties and in respect of such Assumed Employees; and the
                  Employer in consultation with the Transferor and the
                  Transferee may after 31st March, 2003 or such later date as
                  agreed in writing by the parties and before 31st April, 2003
                  (unless otherwise extended in writing by the parties)
                  terminate the employment of such Assumed Employees in
                  accordance with their contractual entitlement subject to any
                  duty of the said employees to mitigate loss. The termination
                  of the Interim Arrangements or any Early Termination shall be
                  without further liability by the Transferor and the Employer
                  to the Transferee and by the Transferee to each of them save
                  that to the extent any such liability has arisen at any time
                  on or after Completion in consequence of the termination of
                  the Interim Arrangements or Early Termination in connection
                  with any Assumed Employee, and provided the Transferor shall
                  not be in breach of its obligations to the Transferee under
                  sub-clauses 3.1 or 3.2 herein, the Transferee will subject to
                  sub-clause 10.7(D) indemnify the Transferor and the Employer
                  against any sums properly and reasonably payable to, or on
                  behalf of any such Assumed Employees and each and every
                  liability, claim, demand, expense or cost (including without
                  limitation reasonable legal costs and expenses incurred by the
                  Transferor or the Employer on a solicitor and own client basis
                  in settling, contesting or dealing with any such claim or
                  demand) in respect of the period on or after Completion
                  including any claims or losses arising out of such termination
                  of employment.

10.7     Subject to the provisions of sub-clause 10.7(C) in respect of salaries
         and other contractual emoluments and pension provision the Transferor,
         the Transferee and the Employer agree:

         (A)      save as provided in sub-clause 10.7(E) and subject to
                  sub-clause 10.7(B), with effect from the later of the
                  Completion Date or the date on which any Assumed Employee
                  becomes an employee of the Transferee then in relation to that
                  Assumed Employee all salaries and other contractual
                  emoluments, tax and national insurance payments, and accrued
                  holiday pay shall be borne by the Transferee from that date
                  and all necessary apportionments shall be made;

         (B)      the Transferor shall reimburse the Transferee an amount equal
                  to the Bonus Payment paid to each Eligible Assumed Employee
                  pro rated for the period from 1st January, 2002 to the day
                  preceding the Completion Date. "ELIGIBLE ASSUMED EMPLOYEES"
                  are those Assumed Employees who remain employed by the
                  Transferee on the date of Bonus Payment (or if the Interim
                  Arrangements apply to the Bonus Payment, remain employed by
                  the Employer) which reimbursement shall be made no earlier
                  than the

<PAGE>

                                       20

                  date on which the Transferor and Transferee agree that the
                  Bonus Payments are due and payable but in any event such
                  reimbursement shall be made no later than 20th March, 2003.
                  The Transferee shall pay any such sums due to Assumed
                  Employees for and on behalf of any liability of the Employer.

         (C)      with effect from the later of the Completion Date and the date
                  on which any Assumed Employee becomes an employee of the
                  Transferee save as expressly provided in this Agreement and
                  with the exception of occupational pension arrangements and
                  share scheme (save to the extent any part of either of such
                  benefits transfer under the Regulations) such salaries and
                  other contractual emoluments shall be the same as or not
                  substantially less favourable and giving rise to detriment
                  than any Assumed Employee's terms and conditions of employment
                  before the Completion Date or the date on which any Assumed
                  Employee becomes an employee of the Transferee whichever is
                  the more favourable to the Assumed Employee (the "EQUIVALENT
                  BASIS");

         (D)      save as in the case of Guy Butler, the Transferor's Enhanced
                  Redundancy Scheme applicable to Assumed Employees prior to
                  Completion shall continue to apply to Assumed Employees for 90
                  days following the Completion Date ("THE 90 DAY PERIOD") and
                  the Transferor shall reimburse the Transferee for the sums due
                  and paid to any Assumed Employee by the Transferee under the
                  Transferor's Enhanced Redundancy Scheme whose employment is
                  terminated by the Transferee during the 90 Day Period, and in
                  the case of Early Termination under sub-clause 10.6(A)(iv)
                  during the 90 Day Period, the Employer shall pay such sums due
                  under the Transferor's Enhanced Redundancy Scheme to any
                  applicable Assumed Employees in accordance with the
                  Transferor's Enhanced Redundancy Scheme and all such payments
                  shall be subject to the aggregate limit contained in the
                  Transition Expenses;

         (E)      (i)      The Transferor shall use commercially reasonable
                           endeavours to procure the agreement of Cigna that
                           from Completion or as soon as is reasonably
                           practicable following Completion, for a period ending
                           on 31st December, 2002 (the "BENEFITS PARTICIPATION
                           PERIOD") eligible Assumed Employees and their
                           eligible dependants may continue to participate in
                           the Cigna Healthcare Plan (the "MEDICAL SCHEME") on
                           the same basis as the Retained Employees including
                           any variation or cessation to or of the Medical
                           Scheme howsoever arising and such participation shall
                           be in accordance with the Medical Scheme's rules and
                           provisions applicable during the Benefits
                           Participation Period. The Employer and the Transferor
                           shall following the Benefits Participation Period
                           have no further liability to the Transferee or the
                           Assumed Employees in respect of the Medical Scheme
                           save as provided under the Medical Scheme's rules or
                           legislation or any prior breach of the Medical Scheme
                           Rules by the Employer;

                  (ii)     the Transferee shall pay to the Employer the
                           applicable contribution rates notified to the
                           Transferee by the Transferor or Employer including
                           any applicable co-payments and deductibles in respect
                           of the Assumed Employees and their dependants
                           participating in the Medical Scheme during the
                           Benefits Participation Period which rates shall be
                           calculated in accordance

<PAGE>

                                       21

                           with the Medical Scheme's rules applicable to the
                           Retained Employees generally during the Benefits
                           Participation Period; and

                  (iii)    the Transferee shall not later than the end of the
                           Benefits Participation Period take all commercially
                           reasonable steps to provide the Assumed Employees
                           with an alternative medical benefit scheme on the
                           Equivalent Basis and the Transferee shall have no
                           further liability to make contributions or pay
                           expenses in respect of the Medical Scheme save for
                           any contributions then outstanding or any required by
                           legislation.

10.8     (A)      The Transferor agrees to (i) procure that St Paul will honour
                  all St Paul's Existing Retention Obligations and shall be
                  responsible for making such payments should St Paul fail to do
                  so and (ii) treat the employment of the Schedule 8 Employees
                  with the Transferee commencing on the Completion Date as if it
                  were continuous service with the Employer for the purposes
                  only of calculating service under the Existing Retention
                  Obligations. For the avoidance of doubt, reference to treating
                  the said employees as having continuous service includes
                  continuous service under the Regulations where applicable.

         (B)      The Transferor and the Transferee agree to honour all the
                  Transferor's and the Transferee's Prorated Retention
                  Obligations in respect of the employment of the Schedule 9
                  Employees on a pro rata basis adopting the formula set out
                  below and which are detailed in Schedule 9:

                  (i)      the Transferor shall assume and be liable for the
                           portion of each Prorated Retention Obligation in an
                           amount equal to the product of (A) the amount of each
                           such Prorated Retention Obligation and (B) a
                           fraction, the numerator of which is the number of
                           days from the date such Prorated Retention Obligation
                           was entered into through the Completion Date and the
                           denominator of which is the number of days from the
                           date such Prorated Retention Obligation was entered
                           into through 1st July, 2004, and

                  (ii)     the Transferee shall assume and be liable for the
                           portion of each Prorated Retention Obligation in an
                           amount equal to the product of (A) the amount of each
                           such Prorated Retention Obligation and (B) a
                           fraction, the numerator of which is the number of
                           days from the Completion Date through 1st July, 2004
                           and the denominator of which is the number of days
                           from the date such Prorated Retention Obligation was
                           entered into through 1st July, 2004.

10.9     The Transferee and the Transferor shall procure that their respective
         obligations herein are complied with by each member of the Transferor's
         Group including the Employer and each member of the Transferee's Group
         respectively.

10.10    Subject to the Transferor's overriding indemnity in sub-clause 10.5(B),
         the Transferee shall indemnify the Transferor and the Employer solely
         in respect of the period on or following Completion against any breach
         of its employment obligations under this Agreement and each and every
         liability, claim, demand, expense or cost (including without limitation
         reasonable

<PAGE>

                                       22

         legal costs and expenses incurred by the Transferor or the Employer on
         a solicitor and own client basis in settling, contesting or dealing
         with any such claim or demand) relating to or arising out of any claim
         by an Assumed Employee transferring under the Regulations or any
         Assumed Employee under sub-clause 10.2 in consequence of the transfer
         of the Business to the Transferee for:

         (A)      a finding that there has been or will be a substantial change
                  in such employee's terms and conditions of employment to his
                  detriment; and

         (B)      any act or omission of the Transferee in relation to such
                  employee occurring on or after the Completion Date including
                  without limitation against any claim for redundancy payments
                  or protective awards and any liability for wrongful dismissal
                  or unfair dismissal or otherwise in connection with the
                  transfer of such employee to the Transferee.

10.11    The Transferor shall indemnify the Transferee against any claim in
         respect of any breach of its employment obligations under this
         Agreement and each and every liability, claim, demand, expense or cost
         (including without limitation reasonable legal costs and expenses
         incurred by the Transferee on a solicitor and own client basis in
         settling, contesting or dealing with any such claim or demand) relating
         to or arising out of any claim by an Assumed Employee or subject to
         sub-clause 10.5 any other employee of the Transferor transferring under
         the Regulations in consequence of the transfer of the Business to the
         Transferee for:-

         (A)      any act or omission of the Transferor in relation to such
                  employee occurring prior to the Completion Date including
                  without limitation against any claim for redundancy payments
                  or protective awards and any liability for wrongful dismissal
                  or unfair dismissal or otherwise in connection with the
                  transfer of such employee to the Transferee;

         (B)      any claim by any trade union, staff association, staff body or
                  employee representatives (together "REPRESENTATIVES") arising
                  out of any act or omission by the Transferor in failing to
                  comply with its legal obligations to such Representatives
                  under Regulation 10 of the Regulations including, without
                  limitation, any failure by the Transferee to comply with its
                  obligations prior to and in respect of any period prior to
                  Completion under Regulation 10 of the Regulations; and

         (C)      the termination of the employment prior to the Completion Date
                  of any person who was formerly assigned to the Business.

10.12    The Transferee represents, warrants and undertakes that as at
         Completion, it is not aware of any change to the remuneration and
         benefits or any terms and conditions of the employment of Assumed
         Employees that it intends to make following Completion that it has not
         disclosed to the Transferor prior to Completion and acknowledges that
         the Transferor is giving the indemnity in sub-clause 10.11(B) in
         reliance on this warranty.

10.13    The Transferor and the Employer and the Transferee shall notify each
         other promptly in writing giving full details of any matters in respect
         of which either the Transferor or the Employer or

<PAGE>

                                       23

         the Transferee shall or may be entitled to claim an indemnity under
         this clause 10 from the other. If the indemnifying party shall so
         request in writing, the indemnified party shall consult with the
         indemnifying party at all material stages regarding the care and
         conduct of resisting, compounding or contesting each such matter
         including without limitation any demand, claim or proceedings so as to
         avoid or mitigate any loss and/or disrepute to the indemnifying party
         and the indemnified party shall at its own expense give upon request of
         the indemnifying party any co-operation, assistance or information as
         may be reasonably requested which is relevant to such matters.

11.      DATA PROTECTION

         The Transferee shall at all times comply with all requirements of the
         Data Protection Legislation in respect of the Business including,
         without limitation, by giving any necessary notification to the Data
         Protection Commissioner under Section 18 of the Data Protection Act
         1998 prior to Completion.

12.      NON-COMPETITION

12.1     For a period of two years following the Closing Date (the "RESTRICTED
         PERIOD") the Transferor may not (other than pursuant to the UK
         Underwriting Agency and Management Agreement (as defined in the
         Formation and Separation Agreement) between the parties):-

         (A)      offer, issue, sell, refer or promote, directly or indirectly,
                  any contracts, treaties or agreements of reinsurance of the
                  same type as the Reinsurance Agreements or of the same type as
                  those for which the Transferor has transferred Business
                  Renewal Rights to the Transferee provided that the Transferee
                  or members of the Transferee's Group continue to provide,
                  during the Restricted Period, reinsurance coverage of such
                  types to third parties;

         (B)      employ, offer to employ or solicit with a view to employment
                  any of the Key Employees (save that pending receipt of
                  Authorisation, Thomas Mahoney, Guy Butler, Michael Coldman,
                  Craig Pettengell and Chris Ballard will remain as directors of
                  the Transferor and the foregoing will be made available by the
                  Transferee to the Transferor to act in their capacities as
                  approved persons of the Transferor for the purposes of the
                  Rule Book of the Financial Services Authority); or

         (C)      use or disclose to any person other than the Transferee or
                  members of the Transferee's Group, any Transferred Business
                  Confidential Information except in connection with the
                  administration of (i) the Reinsurance Agreements, (ii) the
                  Run-Off Business (as defined in sub-clause 12.2 (A)) or (iii)
                  the Retained Business provided that the Transferor will
                  disclose Transferred Business Confidential Information only in
                  the ordinary course of business, consistent with past practice
                  including in connection with resolving claims and the purchase
                  of retrocessional coverage and provided, further, that the
                  Transferor shall use reasonable endeavours to avoid providing
                  Transferred Business Confidential Information to a competitor
                  of the Transferee under circumstances reasonably likely to
                  materially impair the value of the Business Renewal Rights;

<PAGE>

                                       24

         provided that, in the case of Transferred Business Confidential
         Information that relates to the Reinsurance Agreements, the Restricted
         Period shall be indefinite.

12.2     Notwithstanding any other provision of sub-clause 12.1 to the contrary,
         the Transferor is not prohibited from:

         (A)      engaging in any line of business in which it is engaged
                  immediately after the completion of the Public Offering and
                  for which Business Renewal Rights were not transferred
                  hereunder, including, without limitation, the administration
                  of reinsurance contracts with inception dates prior to 1st
                  January, 2002 (the "RUN-OFF BUSINESS") and the Reinsurance
                  Agreements (but not including any renewals thereof),
                  purchasing reinsurance for its own account, reinsurance
                  business written through St. Paul's Discover Re operation and
                  Lloyd's of London operation and property catastrophe
                  facultative reinsurance business written by St. Paul's CATRisk
                  Property division;

         (B)      acquiring any person or, subject to the limitation in (C)
                  below, any interest in any person engaged in any line of
                  business except for an acquisition of an interest of more than
                  49% of any person that generated 50% or more of its gross
                  revenues, excluding investment income and realised investment
                  gains and losses, in its most recent financial year for which
                  financial statements are available, by writing property or
                  casualty reinsurance (a "PERMITTED ACQUIREE"), provided that
                  any Permitted Acquiree may not use any marks, designs, logos,
                  slogans, names, words or letters which include the words "St.
                  Paul", "USF&G" or "F&G" or those that are suggestive or,
                  derivative thereof, or any logo or mark identified with "St.
                  Paul", "USF&G" or "F&G" (except as may be required by law) in
                  connection with its reinsurance business, if any, provided
                  further, however, that the Transferor may acquire an interest
                  of more than 49% of a person that is not a Permitted Acquiree
                  if the Transferor promptly divests the property or casualty
                  reinsurance operations of such person; or

         (C)      soliciting, offering, issuing, selling, purchasing or
                  referring any contracts of reinsurance of any type to, from or
                  with any of its subsidiaries or engaging in any reinsurance
                  activities in connection with the Run-Off Business (other than
                  renewals thereof) or with finite business which is either (i)
                  covered by a Quota Share Retrocession Agreement (as defined in
                  the Formation and Separation Agreement), a UK Quota Share
                  Retrocession Agreement or the Platinum UK Quota Share
                  Retrocession Agreement, or (ii) which the Transferee and
                  members of the Transferee's Group declines to reinsure.

12.3     During the Restricted Period the Transferor shall not sponsor or
         assist, directly or indirectly, in the sponsorship of a newly formed
         property or casualty reinsurer for so long as St. Paul continues to own
         10% or more of the outstanding common shares of Platinum Holdings.

12.4     Transferred Business Confidential Information shall not include
         information relating to the Business 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. If the Transferor is legally requested
         or required under an order or subpoena issued by a court,
         administrative agency or arbitration panel (through oral examination,

<PAGE>

                                       25

         interrogatories, requests for information or documents, civil
         investigation demand or other legal, administrative or arbitration
         processes) to disclose any Transferred Business Confidential
         Information, the Transferor shall provide the Transferee with prompt
         written notice of the request, requirement, subpoena or order to permit
         the Transferee (if it so elects) to seek appropriate protective steps
         preventing or limiting disclosure. If the Transferee seeks such steps
         to avoid or limit disclosure, the Transferor shall co-operate with the
         Transferee at the Transferee's expense. If, in the absence of such
         protective steps, the Transferor is compelled to disclose any
         Transferred Business Confidential Information, the Transferor may
         disclose such Transferred Business Confidential Information without
         liability hereunder.

12.5     The Transferor shall treat any Transferred Business Confidential
         Information with the same degree of care with which it treats its own
         confidential information.

12.6     The Transferor and the Transferee agree that money damages would not be
         a sufficient remedy for any breach of sub-clauses 12.1 to 12.5 by the
         Transferor.

12.7     Commencing on the Closing Date, the Transferee may not use any marks,
         designs, logos, slogans, names, words or letters which include the
         words "United States Fidelity and Guaranty", "St. Paul", "Fire and
         Marine" or those that are suggestive or derivative thereof or likely to
         be confused or associated therewith, except (i) as may be required by
         law, (ii) for the purposes of historical identification in materials
         not designed as advertising or solicitation, (iii) as provided under
         the Transitional Trademark License Agreement (as defined in the
         Formation and Separation Agreement), and (iv) pursuant to the
         Underwriting Management Agreement and the UK Underwriting Agency and
         Underwriting Management Agreement (as defined in the Formation and
         Separation Agreement).

12.8     Save to the extent required pursuant to the UK Underwriting Agency and
         Underwriting Management Agreement (as defined in the Formation and
         Separation Agreement), the Transferee shall not use any printed
         materials or other means of communication which state, suggest or imply
         any affiliation with St. Paul or any of its subsidiaries following the
         Closing Date other than references to St. Paul's ownership of the St.
         Paul Shares (as defined in the Formation and Separation Agreement) or
         to this Agreement, the Reinsurance Agreements or the Ancillary
         Agreements (as defined in the Formation and Separation Agreement) or
         the subject matter thereof.

12.9     The Transferor and the Transferee agrees that it shall not make any
         statement that would reasonably be viewed as intended to be disparaging
         of the business, reputation or good name of the other.

13.      ASSIGNMENT

         This Agreement shall not be assignable by any party hereto without the
         prior written consent of the other parties.

<PAGE>

                                       26

14.      FURTHER ASSURANCE

14.1     The Transferor shall, from time to time on request, do or procure the
         doing of all such acts and/or execute or procure the execution of all
         such documents, in particular (without limitation) any documents
         required to assign any registered Business Intellectual Property, in a
         form reasonably satisfactory to the Transferee which the Transferee may
         reasonably consider necessary for giving full effect to this Agreement
         and securing to the Transferee the full benefit of the rights, powers
         and remedies conferred upon the Transferee in this Agreement.

14.2     The Transferee shall, from time to time on request, do or procure the
         doing of all such acts and/or execute or procure the execution of all
         such documents, in particular (without limitation) any instrument of
         assumption and acknowledgements, in a form reasonably satisfactory to
         the Transferor as the Transferor may reasonably consider necessary for
         giving full effect to this Agreement or to secure to the Transferor the
         full benefit of the rights, powers and remedies conferred upon the
         Transferor in this Agreement.

15.      ENTIRE AGREEMENT

15.1     Together this Agreement and the Transaction Documents constitute the
         whole and only agreement relating to the transfer of the Business
         Assets.

15.2     This Agreement may only be varied in writing signed by each of the
         parties.

15.3     Except in the case of fraud, no party shall have any right of action
         against the any other party or parties to this Agreement arising out of
         or in connection with any draft, agreement, undertaking,
         representation, warranty, promise, assurance or arrangement of any
         nature whatsoever, whether or not in writing, relating to the subject
         matter of this Agreement and Transaction Documents made or given by any
         person at any time prior to the date of this Agreement except to the
         extent that it is repeated in this Agreement or any Transaction
         Document.

16.      REMEDIES AND WAIVERS

16.1     No failure by any of the parties to this agreement to take any action
         or assert any right hereunder shall be deemed to be a waiver of such
         right in the event of the continuation or repetition of the
         circumstances giving rise to such right, unless expressly waived in
         writing.

16.2     The single or partial exercise of any right, power or remedy provided
         by law or under this Agreement shall not preclude any other or further
         exercise of it or the exercise of any other right, power or remedy.

16.3     The rights, powers and remedies provided in this Agreement are
         cumulative and not exclusive of any rights, powers and remedies
         provided by law.

<PAGE>

                                       27

17.      NOTICES

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

<TABLE>
<CAPTION>
Party and title of individual                 Address                Facsimile no.
-----------------------------                 -------                -------------
<S>                                 <C>                              <C>
Transferor                          St Paul Reinsurance Company      020 7488 6345
f.a.o. Company Secretary            Limited
                                    27 Camperdown Street
                                    London E1 8DS

Transferee                          Platinum Re (UK) Limited         020 7623 6610
f.a.o. Company Secretary            52 Lime Street
                                    London EC3M 7NL

Employer                            St Paul Management Limited       020 7488 6345
f.a.o. Company Secretary            27 Camperdown Street
                                    London E1 8DS
</TABLE>

18.      ANNOUNCEMENTS

18.1     None of the parties to this agreement shall make, or cause to be made,
         any press release or public announcement in respect of this agreement
         or the transactions contemplated hereby or otherwise communicate with
         any news media without the prior written consent of the other parties
         and the parties shall co-operate as to the timing and contents of any
         such press release or public announcement. This clause does not apply
         in the circumstances described in clause 18.2.

18.2     A party may, after consultation with the other parties, make an
         announcement concerning the transfer of Business Assets or any
         ancillary matter if required by:-

         (A)      law; or

         (B)      any securities exchange or regulatory or governmental body to
                  which any party is subject or submits, wherever situated,
                  including (amongst other bodies) the UK 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 whether or not
                  the requirement has the force of law.

<PAGE>

                                       28

18.3     The restrictions contained in this clause 18 shall continue to apply
         after the termination of this Agreement without limit in time.

19.      COSTS AND EXPENSES

         Except as otherwise stated in this Agreement (or any agreement referred
         to in this Agreement), each of the parties to this Agreement shall pay
         its own costs and expenses in relation to the negotiations leading up
         to the transfer of the Business Assets and to the preparation,
         execution and carrying into effect of this Agreement and all other
         documents referred to in it.

20.      COUNTERPARTS

20.1     This Agreement may be executed in any number of counterparts, and by
         the Transferor, the Transferee and the Employer on separate
         counterparts, but shall not be effective until each party has executed
         at least one counterpart.

20.2     Each counterpart shall constitute an original of this Agreement, but
         all the counterparts shall together constitute but one and the same
         instrument.

21.      INVALIDITY

         If at any time any provision of this Agreement is or becomes illegal,
         invalid or unenforceable in any respect under the law of any
         jurisdiction, that shall not affect or impair:-

         (A)      the legality, validity or enforceability in that jurisdiction
                  of any other provision of this Agreement; or

         (B)      the legality, validity or enforceability under the law of any
                  other jurisdiction of that or any other provision of this
                  Agreement.

22.      CONTRACTS (RIGHTS OF THIRD PARTIES) ACT 1999

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

23.      CHOICE OF GOVERNING LAW

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

24.      ARBITRATION

24.1     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 any of the parties to this agreement to an arbitration
         tribunal in the manner hereinafter set out.

<PAGE>

                                       29

24.2     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.

24.3     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).

24.4     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.

24.5     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.

24.6     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.

24.7     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.

24.8     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.

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

25.      CONFLICT

         In the event of any conflict between the provisions of this Agreement
         and the Formation and Separation Agreement, the provisions of the
         Formation and Separation Agreement shall prevail.

<PAGE>

                                       30

IN WITNESS whereof the parties have entered into this Agreement the day and year
first before written.

<PAGE>

                                       31

                                   SCHEDULE 1
                            (COMPLETION ARRANGEMENTS)

1.       MATTERS TO BE DEALT WITH BY THE TRANSFEROR

         At Completion, the Transferor shall:

         (A)      Transfer of Business Assets capable of delivery

                  Deliver to the Transferee all the Business Assets which are
                  capable of transfer by delivery with the intent that legal and
                  beneficial title to these Business Assets shall pass by and
                  upon delivery.

         (B)      Other Matters

                  Deliver to the Transferee:

                  (i)      the Ancillary Agreements (as defined in the Formation
                           and Separation Agreement) to which the Transferor is
                           a party duly executed by the Transferor;

                  (ii)     all relevant National Insurance and PAYE records
                           fully completed and showing that payments are
                           up-to-date; and

                  (iii)    a copy of the minutes of a meeting of the directors
                           of the Transferor authorising the execution by the
                           Transferor of this Agreement and all other relevant
                           documents to which the Transferor is a party referred
                           to in this Agreement.

         (C)      Vacant Possession of Lime Business Property

                  The Transferor shall give vacant possession of the Lime
                  Business Property (and of the other Business Assets capable of
                  possession) to the Transferee, pursuant to the licence in the
                  Agreed Form which shall be executed and delivered to the
                  Transferee at Completion.

2.       MATTERS TO BE DEALT WITH BY THE TRANSFEREE

         Following compliance by the Transferor with its obligations under
         paragraph 1 above, the Transferee:

         (A)      shall deliver to the Transferor a copy of the minutes of a
                  meeting of the directors of the Transferee authorising the
                  execution by the Transferee of this

<PAGE>

                                       32

                  Agreement and all other relevant documents to which the
                  Transferee is a party referred to in this Agreement; and

         (B)      shall deliver to the Transferor duly executed documentation
                  granting options to the Transferor to purchase 894,260 common
                  shares in Platinum Holdings in consideration for the transfer
                  of the Business Assets by the Transferor to the Transferee.

<PAGE>

                                       33

                                   SCHEDULE 2
                               (ASSUMED EMPLOYEES)

                            Part 1 Assumed Employees

<TABLE>
<CAPTION>
                                                                KEY
PLATINUM UK FUNCTIONS             SURNAME       FORENAME     EMPLOYEES
<S>                              <C>            <C>          <C>
INTERNATIONAL UNDERWRITING

Underwriter: Casualty            Archer         Clive           KE

Underwriting                     Ballard        Chris           KE
Director/General Manager

Underwriter                      Brudenell      Samuel

Trainee Actuary                  Chan           TJ

Underwriter                      Dean           Jonathan

Underwriter                      Dekens         Stephan

Underwriter                      Dudley         Kerry

Actuary                          Gates          Paul

Underwriter Property             Fishman        Len             KE

Secretary                        Forsey         Gwen

Underwriter                      Haynes         Stephen         KE

Managing Director                Mahoney        Tom             KE

Underwriter                      Manning        Andrew

Underwriter and Actuary          Pettengell     Craig

Underwriter                      Pomeroy        Mark

Underwriter                      Robins         Stuart
</TABLE>

<PAGE>

                                       34

<TABLE>
<CAPTION>
                                                                KEY
PLATINUM UK FUNCTIONS             SURNAME       FORENAME     EMPLOYEES
<S>                              <C>            <C>          <C>
Actuary                          Ross            Fiona          KE

Underwriting secretary           Smith           Cath

Underwriting Technician          Stevenson       Gary

Secretary                        Streeter        Kim

Underwriting Actuary (part       Tinson          Jane
qualified)

Underwriter & Actuary            Waters          Les
</TABLE>

<PAGE>

                                       35

                                     PART 2

<TABLE>
<CAPTION>
  SUPPORT SERVICES                SURNAME       FORENAME
<S>                               <C>           <C>          <C>
Accounts Assist                   Dean          Christine

Finance Controller                Boddy         Stephen      KE

Finance Director                  Butler        Guy          KE

Claims Manager                    Coldman       Michael      KE

Claims Handler                    Dawson        Matthew

PA/HR                             Heddle        Marie

IT Technical                      Howells       David

IT Systems Development            Lucas         Charlie      KE

Underwriting Admin                Read          Jacquie

Actuary                           Shah          Minesh       KE

Accounts Assistant                Weaving       Paul
</TABLE>

<PAGE>

                                       36

                                   SCHEDULE 3
                        (BUSINESS INTELLECTUAL PROPERTY)

The following underwriting pricing models (being identified by their directory
file names, as at 19 June, 2002:

T:\PCMODELS\2002Models\......

         AGGFFT02

         AGGHM02

         AggSim5PO2

         AggSimLN02

         CASXPO02

         Exper02

         GENXPO02

         INTCAT02

         INTILW02

         IntMtr02

         LOSSDI02

         NAILW02

         PROPXP02

         ProRat02

         PRORAT02

         SCHEDP02

         WCRETR02

         WCXPO02

<PAGE>

                                       37

T:\Pricing\2002\UK Cat\Aggregates\Processed Aggs\.......

         \Aggs_UK2002_AreaConsolid_290900.xls

         \Aggs_UK2002_district_fudge.xls

         \Aggs_UK2002_Sector_Filter_CMP.xls

         \Aggs_UK2002_Sector_RMS.xls

         \Aggs_UK2002_Sector_Thames.xls

         \RMS Sectors.xls

         \Thames Sectors.xls

S:\Marine\Pricing\2002\Cargo and Specie.......

         \Limits_profile_3.xls

         \Limits_profile_estimation.xls

         \profile generator_cargo.xls

S:\Marine\Pricing\2002\Hull\.........

         \Hull Model 2002 CMP.xls

         \Limits profile Hull.xls

         \profile generator.xls

T:\Pricing\PCModels_Dev\UKcat2001small_2002.xls

S:\Marine\Pricing\2002\rig\pricing 2002 model.xls

S:\Marine\Pricing\2002\Satellite\Satellite Pricing Model 2002.xls

S:\Marine\Pricing\2002\Clashmod.WK4

<PAGE>

                                       38

                                   SCHEDULE 4
                         (SHARED INTELLECTUAL PROPERTY)

ARS - Actuarial Reserving System.

SWAT - Financial Reporting System.

Fred - Financial Reporting Database.

Oil Rig database.

Underwriting Treaties Database.

Claims Lotus Notes databases.

<PAGE>

                                       39

                                   SCHEDULE 5
                             (TRANSACTION DOCUMENTS)

Formation and Separation Agreement

UK Underwriting Agency and Underwriting Management Agreement

<PAGE>

                                       40

                                   SCHEDULE 6
                                (TANGIBLE ASSETS)

The tangible assets shall consist of a fair apportionment between the Transferor
and the Transferee of the furniture, fixtures, computers, equipment, machinery
and other physical assets situated on the Closing Date on the premises to be
occupied by the Transferee under licence from the Transferor, such that the
Transferee will be able to carry on its business in the ordinary course.

<PAGE>

                                       41

                                   SCHEDULE 7
                                (BONUS PAYMENTS)

<PAGE>

<TABLE>
<CAPTION>
FORENAME         SURNAME   2002 TARGET OR GUARANTEED BONUS @ $1.45=L
<S>              <C>                                <C>        <C>
Clive            Archer                             L 31,850   $ 46,183
Christopher      Ballard                            L 50,400   $ 73,080
Stephen          Boddy                              L 13,000   $ 18,850
Samuel           Brudenell                          L  6,000   $  8,700
Chieh            Chan                               L  4,314   $  6,255
Michael          Coldman                            L 27,720   $ 40,194
Matthew          Dawson                             L  5,550   $  8,048
Jonathon         Dean                               L  9,450   $ 13,703
Christine        Dean                               L  6,640   $  9,628
Stephan          Dekens                             L  9,600   $ 13,920
Kerry            Dudley                             L 15,505   $ 22,482
Leonard          Fishman                            L 32,375   $ 46,944
Gwen             Forsey                             L      0   $      0
Paul             Gates                              L 20,800   $ 30,160
Stephen          Haynes                             L 21,875   $ 31,719
Marie            Heddle                             L  4,275   $  6,199
David            Howells                            L  5,100   $  7,395
Charles          Lucas                              L 11,078   $ 16,063
Thomas           Mahoney                            L 94,828   $137,500
Andrew           Manning                            L 21,700   $ 31,465
Craig            Pettengell                         L 46,200   $ 66,990
Mark             Pomeroy                            L  3,825   $  5,546
Jacqueline       Read                               L  7,080   $ 10,266
Stuart           Robins                             L  9,650   $ 13,993
Fiona            Ross                               L 15,000   $ 21,750
Minesh           Shah                               L 16,500   $ 23,925
Catherine        Smith                              L  2,475   $  3,589
Gary             Stevenson                          L  3,000   $  4,350
Kim              Streeter                           L  2,130   $  3,089
Jane             Tinson                             L  6,225   $  9,026
Leslie           Waters                             L 20,360   $ 29,522
Paul             weaving                            L  4,875   $  7,069
                                                    L529,379   $767,600
</TABLE>

<PAGE>

                                       42

                                   SCHEDULE 8
                        (EXISTING RETENTION OBLIGATIONS)

<TABLE>
<CAPTION>
                           PAYMENT ELIGIBLE TO RECEIVE IF        PAYMENT ELIGIBLE TO RECEIVE IF
                              EMPLOYED BY ST. PAUL OR               EMPLOYED BY ST. PAUL OR
                                TRANSFEREE THROUGH                     TRANSFEREE THROUGH
 NAME OF EMPLOYEE                  JUNE 1, 2002                           JUNE 1, 2003
-------------------     ---------------------------------        ------------------------------
<S>                     <C>                                      <C>
Clive Archer                          $50,000                               $50,000
-------------------     ---------------------------------        ------------------------------
Christopher Ballard                   $50,000                               $50,000
-------------------     ---------------------------------        ------------------------------
Leonard Fishman                       $50,000                               $50,000
-------------------     ---------------------------------        ------------------------------
Thomas Mahoney                        $50,000                               $50,000
-------------------     ---------------------------------        ------------------------------
Craig Pettengell                      $50,000                               $50,000
-------------------     ---------------------------------        ------------------------------
</TABLE>

<PAGE>

                                       43

                                   SCHEDULE 9
                        (PRORATED RETENTION OBLIGATIONS)

<PAGE>

<TABLE>
<CAPTION>
    NAME            SALARY    RETENTION %     RETENTION $         DATE
-------------------------------------------------------------------------
<S>                <C>        <C>             <C>              <C>
ARCHER,CLIVE       L 91,000      0.25          L 22,750        07/01/2004
BALLARD,CHRIS      L126,000      0.25          L 31,500        07/01/2004
BODDY,STEVE        L 65,000      0.25          L 16,250        07/01/2004
COLDMAN,MICHAEL    L 79,200      0.25          L 19,800        07/01/2004
DEAN,JONATHON      L 47,250      0.25          L 11,813        07/01/2004
DEKENS,STEPHAN     L 48,000      0.25          L 12,000        07/01/2004
DUDLEY,KERRY       L 44,300      0.25          L 11,075        07/01/2004
FISHMAN,LEN        L 92,500      0.25          L 23,125        07/01/2004
GATES,PAUL         L104,000       0.4          L 41,600        07/01/2004
HAYNES,STEPHEN     L 62,500      0.25          L 15,625        07/01/2004
HOWELLS,DAVID      L 31,000      0.25          L  7,750        07/01/2004
LUCAS,CHARLIE      L 55,388      0.25          L 13,847        07/01/2004
MANNING,ANDREW     L 62,000      0.25          L 15,500        07/01/2004
MAHONEY,THOMAS     L189,655       0.5          L 94,828        07/01/2004
PETTENGELL,CRAIG   L132,000      0.25          L 33,000        07/01/2004
ROBINS,STUART      L 48,250      0.25          L 12,063        07/01/2004
ROSS,FIONA         L 75,000       0.4          L 30,000        07/01/2004
SHAH,MINESH        L 82,500       0.5          L 41,250        07/01/2004
WATERS,LES         L101,800      0.25          L 25,450        07/01/2004
                                               L479,225
</TABLE>

<PAGE>

                                POWER OF ATTORNEY

                           ST. PAUL MANAGEMENT LIMITED

          This POWER OF ATTORNEY is made the 31st day of October, 2002
                by St. Paul Management Limited (the "GRANTOR").

WHEREAS:

In connection with an initial public offering of the common shares of Platinum
Underwriters Holdings, Ltd. the Grantor will be executing an Asset transfer
Agreement, whereby certain assets of the Grantor are to be transferred St. Paul
Reinsurance Company Limited and a UK Business Transfer Agreement, whereby
certain assets used in the reinsurance business carried on by St. Paul
Reinsurance Company Limited are to be transferred by that company to Platinum Re
(UK) Limited (the "AGREEMENTS").

NOW THIS DEED WITNESSETH as follows:

1.       The Grantor hereby appoints any director of the Grantor for the time
         being, to act jointly or severally, with full power to appoint a
         substitute or substitutes, as its true and lawful attorneys (the
         "ATTORNEYS" and each an "ATTORNEY") for it and its name and on its
         behalf to execute, whether under hand or as a deed, the Agreements and
         all other documents incidental thereto, and to take all other action
         required by the Grantor in connection with, and to give effect to, the
         Agreements as the Attorney, in his absolute discretion, thinks fit.

2.       The Grantor irrevocably and unconditionally undertakes to:

         (i)      ratify and confirm whatever the Attorneys may do in its name
                  or on its behalf in exercising the powers contained in this
                  Deed; and

         (ii)     indemnify its Attorneys against all actions, proceedings,
                  claims, costs, expenses and liabilities of every description
                  arising from the exercise, or the purported exercise in good
                  faith, on or before the date specified in paragraph 3 below,
                  of any of the powers conferred by this Deed other than any
                  such actions, proceedings, claims, costs, expenses and
                  liabilities resulting from the gross negligence or wilful
                  misconduct of the Attorneys.

3.       The Grantor hereby declares that this Power of Attorney shall be
         irrevocable until, and will expire at, close of business on 8 November,
         2002.

4.       A reference in this deed to "Attorneys" is to be read as a reference to
         them jointly and each of them severally.

5.       This power of Attorney shall be governed by, and construed in
         accordance with, English law.

<PAGE>

                                       2

IN WITNESS whereof this power of attorney has been executed and delivered as a
deed the day and year first before written.

EXECUTED as a DEED by              )    /s/ T. J. Mahoney   (Director)
St. Paul Management Limited        )    -----------------
                                        /s/ G. R. Butler    (Director/Secretary)
                                        -----------------

<PAGE>

                               DEED OF APPOINTMENT

                           ST. PAUL MANAGEMENT LIMITED

         This DEED OF APPOINTMENT is made the 31st day of October, 2002.

NOW THIS DEED WITNESSETH as follows:

I, Thomas Joseph Mahoney, hereby appoint any director for the time being of
Platinum Underwriters Holdings, Ltd., Platinum Underwriters Reinsurance, Inc. or
Platinum Regency Holdings, or Charles Collis, James MacDonald, Christopher
Garrod, David Doyle or any partner for the time being of the Bermuda law firm
Conyers Dill & Pearman, to act as my substitute or substitutes for the purposes
of the Power of Attorney made by St. Paul Management Limited in my favour on 31
October, 2002, a copy of which is attached to this letter.

IN WITNESS whereof this DEED OF APPOINTMENT has been executed and delivered as a
deed the day and year first before written.

Signed as a deed by                )    /s/ T. J. Mahoney
Thomas Joseph Mahoney              )    --------------------------------------
                                   )    (Signature of individual)

in the presence of:

Witness's signature:                    /s/ A. N. Anderson
                                        --------------------------------------

Name (print):                           ANDREW ANDERSON

Occupation:                             SOLICITOR

Address:                                ONE BUNHILL ROW LONDON ECI

<PAGE>

                                POWER OF ATTORNEY

                      ST. PAUL REINSURANCE COMPANY LIMITED

          This POWER OF ATTORNEY is made the 31st day of October, 2002
             by St. Paul Reinsurance Company Limited (the "GRANTOR").

WHEREAS:

In connection with an initial public offering of the common shares of Platinum
Underwriters Holdings, Ltd. the Grantor will be executing an Asset Transfer
Agreement, whereby certain assets of St. Paul Management Limited are to be
transferred to the Grantor, and a UK Business Transfer Agreement, whereby
certain assets used in the reinsurance business carried on by the Grantor are to
be transferred by the Grantor to Platinum Re (UK) Limited (the "AGREEMENTS").

NOW THIS DEED WITNESSETH as follows:

1.       The Grantor hereby appoints any director of the Grantor for the time
         being, to act jointly or severally, with full power to appoint a
         substitute or substitutes, as its true and lawful attorneys (the
         "ATTORNEYS" and each an "ATTORNEY") for it and in its name and on its
         behalf to execute, whether under hand or as a deed, the Agreements and
         all other documents incidental thereto, and to take all other action
         required by the Grantor in connection with, and to give effect to, the
         Agreements as the Attorney, in his absolute discretion, thinks fit.

2.       The Grantor irrevocably and unconditionally undertakes to:

         (i)      ratify and confirm whatever the Attorneys may do in its name
                  or on its behalf in exercising the powers contained in this
                  Deed; and

         (ii)     indemnify its Attorneys against all actions, proceedings,
                  claims, costs, expenses and liabilities of every description
                  arising from the exercise, or the purported exercise in good
                  faith, on or before the date specified in paragraph 3 below,
                  of any of the powers conferred by this Deed other than any
                  such actions, proceedings, claims, costs, expenses and
                  liabilities resulting from the gross negligence or wilful
                  misconduct of the Attorneys.

3.       The Grantor hereby declares that this Power of Attorney shall be
         irrevocable until, and will expire at, close of business on 8 November,
         2002.

4.       A reference in this deed to "Attorneys" is to be read as a reference to
         them jointly and each of them severally.

5.       This Power of Attorney shall be governed by, and construed in
         accordance with, English law.

<PAGE>

                                       2

IN WITNESS whereof this power of attorney has been executed and delivered as a
deed the day and year first before written.

EXECUTED as a DEED by              )    /s/ T. J. Mahoney   (Director)
St. Paul Reinsurance               )    -----------------
Company Limited                    )    /s/ G. R. Butler    (Director/Secretary)
                                        -----------------

<PAGE>

                               DEED OF APPOINTMENT

                      ST. PAUL REINSURANCE COMPANY LIMITED

         This DEED OF APPOINTMENT is made the 31st day of October, 2002.

NOW THIS DEED WITNESSETH as follows:

I, Thomas Joseph Mahoney, hereby appoint any director for the time being of
Platinum Underwriters Holdings, Ltd., Platinum Underwriters Reinsurance, Inc. or
Platinum Regency Holdings, or Charles Collis, James MacDonald, Christopher
Garrod, David Doyle or any partner for the time being of the Bermuda law firm
Conyers Dill & Pearman, to act as my substitute or substitutes for the purposes
of the Power of Attorney made by St. Paul Reinsurance Company Limited in my
favour on 31 October, 2002, a copy of which is attached to this letter.

IN WITNESS whereof this DEED OF APPOINTMENT has been executed and delivered as a
deed the day and year first before written.

Signed as a deed by                )    /s/ T. J. Mahoney
Thomas Joseph Mahoney              )    ---------------------------
                                   )    (Signature of individual)

in the presence of:

Witness's signature:                    /s/ A. N. Anderson
                                        -------------------

Name (print):                           ANDREW ANDERSON

Occupation:                             SOLICITOR

Address:                                ONE BUNHILL ROW LONDON ECI

<PAGE>

                                POWER OF ATTORNEY

                            PLATINUM RE (UK) LIMITED

          This POWER OF ATTORNEY is made the 31st day of October, 2002
                  by Platinum Re (UK) Limited (the "GRANTOR").

WHEREAS:

In connection with an initial public offering of the common shares of Platinum
Underwriters Holdings, Ltd. the Grantor will be executing a UK Business Transfer
Agreement (the "AGREEMENT") whereby certain assets used in the reinsurance
business carried on by St. Paul Reinsurance Company Limited are to be
transferred by that company to the Grantor.

NOW THIS DEED WITNESSETH as follows:

1.       The Grantor hereby appoints any director of the Grantor for the time
         being, to act jointly or severally, with full power to appoint a
         substitute or substitutes, as its true and lawful attorneys (the
         "ATTORNEYS" and each an "ATTORNEY") for it and in its name and on its
         behalf to execute, whether under hand or as a deed, the Agreement and
         all other documents incidental thereto, and to take all other action
         required by the Grantor in connection with, and to give effect to, the
         Agreement as the Attorney, in his absolute discretion, thinks fit.

2.       The Grantor irrevocably and unconditionally undertakes to:

         (i)      ratify and confirm whatever the Attorneys may do in its name
                  or on its behalf in exercising the powers contained in this
                  Deed; and

         (ii)     indemnify its Attorneys against all actions, proceedings,
                  claims, costs, expenses and liabilities of every description
                  arising from the exercise, or the purported exercise in good
                  faith, on or before the date specified in paragraph 3 below,
                  of any of the powers conferred by this Deed other than any
                  such actions, proceedings, claims, costs, expenses and
                  liabilities resulting from the gross negligence or wilful
                  misconduct of the Attorneys.

3.       The Grantor hereby declares that this Power of Attorney shall be
         irrevocable until, and will expire at, close of business on 8 November,
         2002.

4.       A reference in this deed to "Attorneys" is to be read as a reference to
         them jointly and each of them severally.

5.       This Power of Attorney shall be governed by, and constructed in
         accordance with, English law.

<PAGE>

                                       2

IN WITNESS whereof this power of attorney has been executed and delivered as a
deed the day and year first before written.

EXECUTED as a DEED by              )    /s/ T. J. Mahoney
Platinum Re (UK) Limited           )    ------------------- (Director)
                                   )    /s/ G. R. Butler
                                        ------------------- (Director/Secretary)

<PAGE>

                              DEED OF APPOINTMENT

                            PLATINUM RE (UK) LIMITED

          This DEED OF APPOINTMENT is made the 31st day of October, 2002.

NOW THIS DEED WITNESSETH as follows:

I, Thomas Joseph Mahoney, hereby appoint any director for the time being of
Platinum underwriters Holdings, Ltd., Platinum Underwriters Reinsurance, Inc. or
Platinum Regency Holdings, or Charles Collis, James MacDonald, Christopher
Garrod, David Doyle or any partner for the time being of the Bermuda law firm
Conyers Dill & Pearman, to act as my substitute or substitutes for the purposes
of the Power of Attorney made by Platinum Re (UK) Limited in my favour on 31
october, 2002, a copy of which is attached to this letter.

IN WITNESS whereof this DEEP OF APPOINTMENT has been executed and delivered as
a deed the day and year first before written.

Signed as a deed by                )    /s/ T. J. Mahoney
Thomas Joseph Mahoney              )    --------------------------
                                   )    (Signature of individual)

in the presence of:

witness's signature:                    /s/ A. N. Anderson
                                        --------------------------

Name (print):                           ANDREW ANDERSON

Occupation:                             SOLICITOR

Address:                                ONE BUNHILL ROW LONDON ECI

<PAGE>

                                       44

Signed by /s/ Charles Collis        )
as attorney for and on behalf of    )
ST. PAUL REINSURANCE                )
COMPANY LIMITED                     )

Signed by /s/ Charles Collis        )
as attorney for and on behalf of    )
PLATINUM RE (UK) LIMITED            )

Signed by /s/ Charles Collis        )
as attorney for and on behalf of    )
ST. PAUL MANAGEMENT                 )
LIMITED                             )