100% QUOTA SHARE RETROCESSION AGREEMENT

                             (NON-TRADITIONAL - D-3)



                                 BY AND BETWEEN



                   ST. PAUL FIRE AND MARINE INSURANCE COMPANY



                                  (RETROCEDANT)



                                       and



                     PLATINUM UNDERWRITERS REINSURANCE, INC.



                               (RETROCESSIONAIRE)



                          DATED AS OF NOVEMBER 1, 2002



         THIS QUOTA SHARE RETROCESSION AGREEMENT (this "Agreement"), effective

as of 12:01 a.m. New York time on the day following the Closing (such term and

all other capitalized terms used but not defined herein shall have the meanings

ascribed to such terms in the Formation and Separation Agreement, as defined

below; such time the "Effective Time" and such date the "Effective Date"), is

made by and between ST. PAUL FIRE AND MARINE INSURANCE COMPANY, a Minnesota

domiciled insurance company ("Retrocedant"), and PLATINUM UNDERWRITERS

REINSURANCE, INC. (formerly known as USF&G Family Insurance Company), a Maryland

domiciled stock insurance company ("Retrocessionaire").



         WHEREAS, pursuant to a Formation and Separation Agreement dated as of

October 28, 2002 (the "Formation and Separation Agreement") between Platinum

Underwriters Holdings, Ltd. ("Platinum Holdings"), the ultimate parent of

Retrocessionaire, and The St. Paul Companies, Inc. ("The St. Paul"), the

ultimate parent of Retrocedant, Platinum Holdings acquired one hundred percent

(100%) of the issued and outstanding Shares; and



<PAGE>



         WHEREAS, pursuant to the Formation and Separation Agreement, The St.

Paul agreed to cause its insurance subsidiaries to cede specified liabilities

under certain reinsurance contracts of The St. Paul's insurance subsidiaries,

and Platinum Holdings agreed to cause its insurance subsidiaries to reinsure

such liabilities; and



         WHEREAS, Retrocedant has agreed to retrocede to Retrocessionaire, and

Retrocessionaire has agreed to assume by indemnity reinsurance, as of the

Effective Time, a one hundred percent (100%) quota share of the liabilities

arising pursuant to the Reinsurance Contract (as defined hereunder), subject to

the terms set forth herein.



         NOW, THEREFORE, in consideration of the mutual covenants and promises

and upon the terms and conditions set forth herein, the parties hereto agree as

follows:



                                   ARTICLE I



                          BUSINESS COVERED; EXCLUSIONS



         Retrocedant hereby obligates itself to retrocede to Retrocessionaire

and Retrocessionaire hereby obligates itself to accept, pursuant to the terms of

this Agreement, a one hundred percent (100%) quota share of any and all

liabilities incurred by Retrocedant on or after January 1, 2002 but not yet paid

as of the Effective Time, net of Inuring Retrocessions (as defined in Section

7.01 herein), under only the Whole Account Excess of Loss Reinsurance Agreement

with Employers Reinsurance Corporation ("ERC") and any renewal thereof entered

into pursuant to the Underwriting Management Agreement between Retrocedant and

Retrocessionaire of even date hereof, for the period from September 12, 2001

through December 31, 2004 specified on Schedule A (the "Reinsurance Contract")

(solely for the convenience of the parties Exhibit A-2 sets forth Loss Reserves

(as defined in Exhibit A-1 hereto), over the Reinsurance Contract, by Class of

Business (as defined below), each as of June 30, 2002).



         Notwithstanding the foregoing, Retrocedant shall retain all liabilities

for ceding commission and brokerage fees up to the carrying value of the related

reserves on the books of the Retrocedant as of Sepember 30, 2002 (the "Initial

Ceding Commission Reserves"), and as finally determined pursuant to the

provisions of Article IV herein. All liabilities for ceding commissions and

brokerage fees in excess of such carrying value shall be assumed by

Retrocessionaire, as provided for above.



         Notwithstanding the foregoing, Retrocedant will retain all liabilities

arising under any Reinsurance Contract relating to or emanating from the losses

caused by the European Floods in August 2002 (the "Flood Liabilities").



         With respect to any named storm(s) (which are Tropical Prediction

Center designated named storms) in existence as of the Effective Time which

cause insured damage within 10 days of the Effective Date, except as provided

for herein, Retrocedant shall retrocede one hundred percent (100%) quota share

of losses arising from all such storms, net of the inuring benefit of Inuring

Retrocessions as allocated pursuant to



                                      -2-



<PAGE>



Exhibits D and F (but excluding the inuring benefit of the Holborn aggregate

cover referenced as Item 13 in Exhibit B)) to Retrocessionaire and

Retrocessionaire shall accept one hundred percent (100%) quota share of such

losses. However, Retrocedant shall retain $25,000,000 of losses, in the

aggregate, net of the inuring benefit of Inuring Retrocessions as allocated

pursuant to Exhibits D and F, in excess of the first $25,000,000, net of the

inuring benefit of Inuring Retrocessions as allocated pursuant to Exhibits D and

F, that Retrocessionaire assumes. Retrocedant shall use commercially reasonable

efforts to arrange, on behalf of Retrocessionaire, third party retrocessional

coverage for losses arising from such named storms in excess of $50,000,000 in

the aggregate, net of the inuring benefit of Inuring Retrocessions as allocated

pursuant to Exhibits D and F. The cost of such coverage shall not exceed $5

million with such cost shared equally by Retrocedant and Retrocessionaire. The

amount of such coverage shall be $100,000,000 or such lesser amount as may be

available on the specified terms. It is understood that the calculation of any

losses or retentions by the Retrocedant or the Retrocessionaire, as the case may

be, pursuant to this subparagraph shall include all losses or retentions,

respectively, with respect to all subsidiaries of The St. Paul or Platinum

Holdings, as the case may be, under any Quota Share Retrocession Agreement, as

defined in the Formation and Separation Agreement, between any subsidiary of The

St. Paul, as cedant, and a subsidiary of Platinum Holdings as retrocessionaire.



         The Flood Liabilities and the liabilities in respect of the named

storms, as described above retained by Retrocedant as specified above



(collectively, the "Excluded Losses") shall not be subject to this Agreement.



         No retrocession shall attach with respect to any contracts of

reinsurance of any kind or type whatsoever issued and/or assumed by Retrocedant,

other than the Reinsurance Contract.



                                   ARTICLE II



                                      TERM



         This Agreement shall be continuous as to the Reinsurance Contract.

Except as mutually agreed in writing by the Retrocedant and the

Retrocessionaire, this Agreement shall remain continuously in force until the

Reinsurance Contract is terminated, expired, cancelled or commuted.



                                  ARTICLE III



                                    COVERAGE



         SECTION 3.01      Section A (Retrospective) Coverage Period. The

Section A (Retrospective) Coverage Period will be the period from and including

January 1, 2002 to but not including the Effective Time.



         SECTION 3.02      Section B (Prospective) Coverage Period. The Section

B (Prospective) Coverage Period will be the period from and including the

Effective Time



                                      -3-



<PAGE>



through the commutation, expiration or final settlement of all liabilities under

the Reinsurance Contract.



         SECTION 3.03      Funds Withheld Account.



         (a)      Pursuant to the Reinsurance Contract, is obligated to maintain

a funds withheld account (the "Funds Withheld Account") for the benefit of

Retrocedant until the commutation of, the final loss settlement under or the

termination of the Reinsurance Contract. Pursuant to this Agreement, Retrocedant

shall maintain a notional funds withheld account ("Notional Account") and shall

allocate the balance of the Funds Withheld Account between the 2001 underwriting

year ("Prior Year Account") and future underwriting years ("Current Account").

The balance of the Prior Year Account shall be $5,000,000 at inception. The

balance of the Current Account shall be $12,100,000 plus any adjustment premiums

paid at any time.



         (b)      Pursuant to the terms of the Reinsurance Contract, balances in

the Funds Withheld Account will be applied against losses payable under the

Reinsurance Contract. Any reduction in the balance of the Funds Withheld Account

will be reflected in the Notional Account, as appropriate, allocated between the

Prior Year Account and the Current Account.



         Pursuant to the terms of the Reinsurance Contract, all loss settlement

and other payments to be made by Retrocedant under the Reinsurance Contract

shall first be made from the Funds Withheld Account until the balance of such

account is reduced to zero. Upon final loss settlement of losses allocable to

the Prior Year Account, the balance of such account shall be credited to the

Current Account.



         (c)      Under the terms of the Reinsurance Contract, ERC is required

to pay to Retrocedant a margin as defined in the Reinsurance Contract. One

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