Annual Report — Form 10-K
Filing Table of Contents
Document/Exhibit Description Pages Size
1: 10-K Platinum Underwriters Holdings, Ltd. 138 768K
2: EX-2.1 Formation and Separation Agreement 301 1.41M
3: EX-3.2 Restated Bye-Laws 54 170K
4: EX-4.1 Form of Certificate of Common Shares 2 20K
5: EX-4.2 Indenture 75 361K
6: EX-4.3 Indenture Supplement 20 83K
7: EX-4.4 Purchase Contract Agreement 125 487K
8: EX-4.5 Pledge Agreement 43 179K
9: EX-4.6 Form of Senior Note 13 58K
10: EX-4.7 Form of Guarantee 3 25K
11: EX-4.8 Form of Normal Unit 17 74K
12: EX-4.9 Form of Stripped Unit 16 65K
13: EX-10.1 Share Unit Plan for Non-Employee Directors 6 34K
16: EX-10.15 Letter Agreement 3 26K
17: EX-10.16 364-Day Credit Agreement 53 237K
18: EX-10.17 Letter Amendment #1 to 364-Day Credit Agreement 3 25K
19: EX-10.18 Letter Amendment #2 to 364-Day Credit Agreement 5 28K
20: EX-10.19 Capital Support Agreement 10 45K
14: EX-10.2 2002 Share Incentive Plan 13 67K
21: EX-10.20 Capital Support Agreement 4 25K
22: EX-10.21 Registration Rights Agreement 17 89K
23: EX-10.22 Option Agreement 14 70K
24: EX-10.23 Option Agreement 15 72K
25: EX-10.24 Option Agreement 14 71K
26: EX-10.25 Employee Benefits & Compensation Matters Agreement 29 79K
27: EX-10.26 Master Services Agreement 13 57K
28: EX-10.27 U.K. Master Services Agreement 18 64K
29: EX-10.28 Runoff Services Agreement 23 125K
30: EX-10.29 U.K. Runoff Services Agreement 18 65K
15: EX-10.3 Capital Accumulation Plan 11 57K
31: EX-10.30 Underwriting Management Agreement 9 31K
32: EX-10.31 U.K. Underwriting Agency & Management Agreement 21 62K
33: EX-10.32 U.K. Business Transfer Agreement 59 163K
34: EX-10.33 Intra-Group Asset Transfer Agreement 6 24K
35: EX-10.34 Transitional Trademark License Agreement 10 42K
36: EX-10.35 Investment Agreement 325 1.50M
37: EX-10.36 1st Amendment to Investment Agreement 4 27K
38: EX-10.37 Transfer Restrictions Reg. Righst & Standstill Agr 23 109K
39: EX-10.38 Option Agreement 14 69K
40: EX-10.39 Services & Capacity Reservation Agreement 8 40K
41: EX-10.40 100% Quota Share Retrocession Agreement 110 618K
42: EX-10.41 100% Quota Share Retrocession Agreement 41 149K
43: EX-10.42 100% Quota Share Retrocession Agreement 44 157K
44: EX-10.43 100% Quota Share Retrocession Agreement 42 151K
45: EX-10.44 100% Quota Share Retrocession Agreement 42 154K
46: EX-10.45 100% Quota Share Retrocession Agreement 42 153K
47: EX-10.46 100% Quota Share Retrocession Agreement 36 131K
48: EX-10.47 100% Quota Share Retrocession Agreement 41 152K
49: EX-10.48 100% Quota Share Retrocession Agreement 43 171K
50: EX-10.49 100% Quota Share Retrocession Agreement 41 153K
51: EX-10.50 100% Quota Share Retrocession Agreement 41 153K
52: EX-10.51 100% Quota Share Retrocession Agreement 43 157K
53: EX-10.52 Uk 100% Quota Share Retrocession Agreement 85 397K
54: EX-10.53 Uk 100% Quota Share Retrocession Agreement 42 156K
55: EX-10.54 Uk 100% Quota Share Retrocession Agreement 42 159K
56: EX-10.55 100% Quota Share Retrocession Agreement 114 387K
57: EX-10.56 Security Agreement 20 79K
58: EX-10.57 Control Agreement 31 111K
59: EX-10.58 Discretionary Investment Advisory Agreement 14 57K
60: EX-10.59 Revised & Amended Trust Agreement 28 79K
61: EX-10.60 Discretionary Investment Advisory Agreement 18 76K
62: EX-10.61 Revised and Amended Trust Agreement 26 73K
63: EX-10.62 Discretionary Investment Advisory Agreement 18 77K
64: EX-10.63 Letter Amend. to Revised & Amended Trust Agreement 2 22K
65: EX-10.64 Quota Share Retrocession Agreement 100 331K
66: EX-10.65 Security Agreement 22 86K
67: EX-10.66 Control Agreement 34 125K
68: EX-10.67 Discretionary Investment Advisory Agreement 15 61K
69: EX-99.1 Certification of CEO 1 17K
70: EX-99.2 Certification of CFO 1 18K
EX-10.33 — Intra-Group Asset Transfer Agreement
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EXHIBIT 10.33
DATED 1st November 2002
ST. PAUL MANAGEMENT LIMITED
AND
ST. PAUL REINSURANCE COMPANY LIMITED
-------------------
INTRA-GROUP ASSET TRANSFER AGREEMENT
-------------------
Slaughter and May
One Bunhill Row
London EC1Y8YY
(GWJ/ESYL/ANA)
CAO21690094
CONTENTS
PAGE
1. Interpretation 1
2. Transfer 2
3. Consideration 2
4. Completion 2
5. Transferor's Warranties 2
6. Further Assurance 3
7. Entire Agreement 3
8. Counterparts 3
9. Governing law 3
THIS AGREEMENT is made the 1st day of November, 2002
BETWEEN:-
1. ST. PAUL MANAGEMENT LIMITED (registered in England No. 00972175) whose
registered office is at The St. Paul House, 27 Camperdown Street, London
E1 8DS (the "TRANSFEROR")
AND
2. ST. PAUL REINSURANCE COMPANY LIMITED (registered in England No. 01460363)
whose registered office is at The St. Paul House, 27 Camperdown Street,
London El 8DS (the "TRANSFEREE")
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 (and such agreement as 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.
(B) Pursuant to the Formation and Separation Agreement, the parties thereto
have agreed to procure that the Transferee will transfer (or procure the
transfer of) certain business assets (the "BUSINESS ASSETS") to Platinum
Re (UK) Limited on the terms set out in a Business Transfer Agreement to
be entered into between the Transferee, the Transferor and Platinum Re
(UK) Limited (the "BUSINESS TRANSFER AGREEMENT") with the intention that
Platinum Re (UK) Limited shall be entitled to carry on the Business (as
defined in the Business Transfer Agreement) in succession to the
Transferee as a going concern.
(C) The Transferor is the beneficial owner or is otherwise able to procure the
transfer of the Assets, which form part of the Business Assets.
(D) The parties hereto agree that the Transferor will transfer (or procure the
transfer of) the Assets to the Transferee on the terms set out in this
agreement with the intention that the Transferee shall be entitled to
transfer, inter alia, the Assets to Platinum Re (UK) Limited pursuant to
the Business Transfer Agreement.
WHEREBY IT IS AGREED as follows:-
1. INTERPRETATION
1.1 In this agreement:
"ASSETS" means all the tangible assets listed or referred to in
Schedule 6 to the Business Transfer Agreement which are
to be transferred to Platinum Re (UK) Limited by the
Transferee pursuant to the Business Transfer Agreement;
"COMPLETION" means completion of the transfer of the Assets under
this agreement.
1.2 In this agreement, unless otherwise specified:-
(A) references to clauses and schedules are to clauses and schedules to,
this agreement; and
(B) headings to clauses and schedules are for convenience only and do
not affect the interpretation of this agreement.
2. TRANSFER
The Transferor shall transfer or procure the transfer and the Transferee
shall accept the transfer of the Assets.
3. CONSIDERATION
The consideration for the transfer of the Assets shall be US$ 300,003.
4. COMPLETION
4.1 Completion shall take place immediately after signature of this agreement
at such place as may be agreed between the parties.
4.2 At Completion (or such later time as the parties may agree) the Transferor
shall deliver to the Transferee:-
(A) all the Assets which are capable of transfer by delivery with the
intent that legal and beneficial title to these Assets shall pass by
and upon delivery; and
(B) (if any) all such documentation duly executed outside the United
Kingdom in respect of the Assets as is appropriate to transfer the
legal and beneficial title of the Assets to the Transferee.
5. TRANSFEROR'S WARRANTIES
The Transferor warrants to the Transferee in the following terms:
(A) Ownership of the Assets
The Transferor is the sole beneficial and legal owner of the Assets.
(B) Options, mortgages and other encumbrances
There is no option, right to acquire, mortgage, charge, pledge, lien
or other form of security or encumbrance or equity on, over or
affecting the Assets or any of them and there is no agreement or
commitment to give or create any and no claim has been made by any
person to be entitled to any.
6. FURTHER ASSURANCE
Each of the parties shall from time to time, on being reasonably requested
to do so by the other party, execute such deeds and do all such things as
are reasonably required for giving full effect to this agreement.
7. ENTIRE AGREEMENT
This agreement and any other documents referred to in it constitute the
whole and only agreement between the parties relating to the transfer of
the Assets.
8. COUNTERPARTS
This agreement may be executed in counterparts, each of which shall be
deemed an original and all of which taken together shall constitute but
one and the same instrument.
9. GOVERNING LAW
This agreement shall be governed by and construed in accordance with
English law.
IN WITNESS whereof the parties have executed this agreement the day and year
first before written
SIGNED by /s/ Charles Collis
as attorney for and on behalf of
ST. PAUL MANAGEMENT LIMITED
SIGNED by /s/ Charles Collis
as attorney for and on behalf of
ST. PAUL REINSURANCE COMPANY LIMITED
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