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-10.31 — U.K. Underwriting Agency & Management Agreement
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EXHIBIT 10.31
DATED November 1, 2002
ST. PAUL REINSURANCE COMPANY LIMITED
AND
PLATINUM RE (UK) LIMITED
----------------------------------------
UK UNDERWRITING AGENCY AND
UNDERWRITING MANAGEMENT AGREEMENT
----------------------------------------
SLAUGHTER AND MAY
ONE BUNHILL ROW
LONDON
EC1Y 8YY
(GWJ/GHXC)
CONTENTS
[Download Table]
PAGE
1. Interpretation 2
2. Condition 4
3. Appointment 4
4. Platinum Re UK's Underwriting Authority 5
5. Reports and Records 6
6. Agency Fee 6
7. Termination of Agency Arrangements 6
8. Condition 7
9. Scope of Authority 7
10. Underwriting Agency 7
11. Reports and Records 7
12. Costs And Expenses 8
13. Term of the Underwriting Management Arrangements 8
14. Underwriting Services 8
15. Audit Rights 8
16. Data Protection and Business Information 9
17. Undertakings 10
18. Arbitration 10
19. Miscellaneous 11
20. Notices 12
21. Governing Law 13
22. Counterparts 13
[Download Table]
Schedule A 14
Finite Reinsurance Contracts 14
Non-Deficit Balance Contracts 14
Schedule B 15
Finite Reinsurance Contracts 15
Deficit Balance Contracts 15
Schedule C 16
Underwriting Management Business 16
THIS AGREEMENT is made on November 1, 2002
BETWEEN:
(1) ST. PAUL REINSURANCE COMPANY LIMITED (registered number 01460363) of
The St. Paul House, 27 Camperdown Street, London E1 8DS ("ST. PAUL RE
UK"); and
(2) PLATINUM RE (UK) LIMITED (registered number 4413755) of The St. Paul
House, 27 Camperdown Street, London E1 8DS ("PLATINUM RE UK"),
(each a "PARTY" and together the "PARTIES").
WHEREAS:
A. The St. Paul Companies, Inc. ("THE ST. PAUL") and Platinum Underwriters
Holdings, Ltd. ("PLATINUM HOLDINGS") entered into a Formation and
Separation Agreement dated 28th October, 2002 (as such agreement may be
amended from time to time) (the "FORMATION AGREEMENT") setting forth
certain terms governing The St. Paul's sponsorship of the organisation
of Platinum Holdings and its subsidiaries, actions to be taken in
respect of Platinum Holdings' initial public offering (the "PUBLIC
OFFERING") of its common shares and the ongoing relationships between
The St. Paul and its subsidiaries and Platinum Holdings and its
subsidiaries after the effective date of the Public Offering (the
"CLOSING DATE").
B. Pursuant to the Formation Agreement, The St. Paul and Platinum Holdings
agreed to procure that St. Paul Re UK, St. Paul Management Limited and
Platinum Re UK would enter into an agreement (the "Business Transfer
Agreement") under which St. Paul Re UK would transfer certain assets
associated with its reinsurance activities to Platinum Re UK with the
intention that Platinum Re UK shall carry on that business or part
thereof transferred in succession to St. Paul Re UK as a going concern.
C. Pursuant to the Formation Agreement, The St. Paul and Platinum Holdings
agreed to procure (inter alia) that St. Paul Re UK and Platinum Re UK
would enter into certain underwriting agency and underwriting
management arrangements under which Platinum Re UK would act as
underwriting agent of and/or perform certain underwriting functions on
behalf of St. Paul Re UK.
D. As part of the foregoing, the Parties have agreed to certain interim
arrangements which, following completion of the Public Offering, will
apply until the first anniversary of the completion of the Public
Offering. Pursuant to three quota share retrocession agreements of even
date between St. Paul Re UK and Platinum Underwriters Reinsurance Inc.,
a company licensed to carry on insurance and reinsurance business in
the United States of America, St. Paul Re UK has reinsured certain
reinsurance business written or renewed by it on or after 1st January,
2002 to Platinum Underwriters Reinsurance Inc., as more particularly
set out in those quota share retrocession agreements. Pursuant to
further quota share retrocession agreements between St. Paul Re UK and
Platinum Re UK to become effective immediately following receipt by
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Platinum Re UK of authorisation to carry on reinsurance business in the
United Kingdom, St. Paul Re UK will reinsure to Platinum Re UK certain
reinsurance business written or renewed by St. Paul Re UK after receipt
by Platinum Re UK of such authorisation, as more particularly set out
in those quota share retrocession agreements. The Parties have also
agreed that until the first anniversary of the completion of the Public
Offering, Platinum Re UK shall act as the agent of St. Paul Re UK in
relation to the writing and renewal of reinsurance business on behalf
of St. Paul Re UK (on the terms and conditions set out below).
E. The Parties wish to provide, subject to and upon Platinum Re UK
becoming authorised to write insurance business in the United Kingdom,
for certain specific reinsurance business as specified in Schedule C
which is currently written by St. Paul Re UK to continue to be so
written by St. Paul Re UK under the management of Platinum Re UK and on
the basis that the same is the subject of a 100% quota share
reinsurance in favour of Platinum Re UK or Platinum Underwriters
Reinsurance Inc..
F. The Parties have agreed that the performance of their respective
obligations hereunder shall be conducted in a manner that is consistent
with the regulatory requirements to which the Parties are respectively
subject from time to time.
WHEREBY IT IS AGREED as follows:
PART A - GENERAL
1. INTERPRETATION
1.1 In this agreement (including the recitals and the Schedules):
"ACTION" means any action, suit, arbitration,
inquiry, proceeding or investigation by or
before any court, any governmental or other
regulatory or administrative agency or
commission or any arbitration tribunal;
"AUTHORISATION" means the authorisation of Platinum Re UK
under Part IV of the Financial Services and
Markets Act 2000 to carry on reinsurance
business in the United Kingdom;
"CLOSING DATE" has the meaning attributed to it in Recital A;
"FORMATION AGREEMENT" has the meaning attributed to it in Recital A;
"IPT" means insurance premium tax charged in
accordance with Part III of the Finance Act
1994 on gross written premium;
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"PLATINUM HOLDINGS" has the meaning attributed to it in Recital A;
"POLICY" means a contract of reinsurance which is in
one of the forms determined from time to
time by St. Paul Re UK;
"PUBLIC OFFERING" has the meaning attributed to it in Recital A;
"REINSURANCE" includes retrocession;
"REINSURED CONTRACTS" has the meaning attributed to it in clause 9;
"THE ST. PAUL" has the meaning attributed to it in Recital A;
and
"UNDERWRITING GUIDES" means the underwriting guides in the form
provided in writing by St. Paul Re UK to
Platinum Re UK on or before the date hereof,
with such changes as are notified in writing
by St. Paul Re UK to Platinum Re UK from time
to time.
1.2 In this agreement, unless otherwise specified:
(A) references to clauses, sub-clauses, Parts and the Schedules
are to clauses, sub-clauses and Parts of, and the Schedules
to, this agreement;
(B) headings to clauses, Parts and the Schedules are for
convenience only and do not affect the interpretation of this
agreement;
(C) the Schedules form part of this agreement and shall have the
same force and effect as if expressly set out in the body of
this agreement and any reference to this agreement shall
include the Schedules;
(D) references to an "AFFILIATE" of any person shall be construed
so as to mean a person which, directly or indirectly,
controls, is under common control with, or is controlled by,
such person;
(E) references to a "COMPANY" shall be construed so as to include
any company, corporation or other body corporate, wherever and
however incorporated or established;
(F) references to a "PERSON" shall be construed so as to include
any individual, firm, company, trust, governmental, state or
agency of a state or any joint venture, association,
partnership or other entity, whether acting in an individual,
fiduciary or other capacity (whether or not having separate
legal personality);
(G) the expressions "BODY CORPORATE" and "SUBSIDIARY" shall have
the meanings given in the Companies Act 1985, the Companies
Consolidation (Consequential
4
Provisions) Act 1985, the Companies Act 1989 and Part V of the
Criminal Justice Act 1993;
(H) a reference to a statute or statutory provision shall include
a reference:
(i) to that statute or provision as from time to time
consolidated, modified, re-enacted or replaced by any
statute or statutory provision; and
(ii) to any subordinate legislation made under the
relevant statute;
(I) references to any English legal term for any action, remedy,
method of judicial proceeding, legal document, legal status,
court, official or any legal concept or thing shall in respect
of any jurisdiction other than England be deemed to include
terms which most nearly approximate in that jurisdiction to
the English legal term;
(J) references to writing shall include any modes of reproducing
words in a legible and non-transitory form;
(K) references to the "REGULATOR" in relation to either Party
means the Financial Services Authority or any successor
thereto; and
(L) references to the singular shall, where the context so admits,
include a reference to the plural and vice versa.
PART B - AGENCY
2. CONDITION
The provisions of this Part B of this agreement shall take effect upon
completion of the Public Offering.
3. APPOINTMENT
3.1 St. Paul Re UK hereby appoints Platinum Re UK as its disclosed agent to
perform certain reinsurance underwriting, production management and
associated functions on its behalf (and in accordance with its
instructions from time to time, such instructions to be in writing
wherever reasonably practicable) and Platinum Re UK hereby accepts such
appointment, in each case on and subject to the conditions of this Part
of this agreement.
3.2 St. Paul Re UK hereby confers on Platinum Re UK all powers and
authorities necessary to enable Platinum Re UK properly to carry out
its obligations under this Part of this agreement.
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4. PLATINUM RE UK'S UNDERWRITING AUTHORITY
4.1 Until the arrangements under this Part of this agreement are terminated
or expire, Platinum Re UK shall have authority to accept on behalf of
St. Paul Re UK any application for traditional reinsurance on the basis
of information contained in a duly completed application for cover and
which fulfils the relevant criteria within the Underwriting Guides. It
shall be a condition of Platinum Re UK's authority that any traditional
reinsurance business so accepted on behalf of St. Paul Re UK is covered
under either:
(A) the relevant one hundred per cent. (100%) Quota Share
Retrocession Agreement between St. Paul Re UK and Platinum
Underwriters Reinsurance Inc. dated as of the date hereof; or
(B) the relevant one hundred per cent. (100%) quota share
retrocession agreement between St. Paul Re UK and Platinum Re
UK to become effective immediately following receipt of the
Authorisation,
as determined by Platinum Re UK and as consented to by St. Paul Re UK
(such consent not to be unreasonably withheld or delayed) having regard
to all the relevant circumstances (including, without limitation,
United States federal tax consequences).
4.2 Until the arrangements under this Part of this agreement are terminated
or expire, Platinum Re UK shall have authority to accept on behalf of
St. Paul Re UK any application for finite reinsurance on the basis of
information contained in a duly completed application for cover and
which fulfils the relevant criteria within the Underwriting Guides on
such terms as may be specifically agreed to by St. Paul Re UK. It shall
be a condition of Platinum Re UK's authority that any business so
accepted on behalf of St. Paul Re UK is covered under either:
(A) the relevant one hundred per cent (100%) Quota Share
Retrocession Agreement between St. Paul Re UK and Platinum
Underwriters Reinsurance Inc. dated as of the date hereof; or
(B) the relevant one hundred per cent. (100%) quota share
retrocession agreement between St. Paul Re UK and Platinum Re
UK to become effective immediately following receipt of the
Authorisation,
as determined by Platinum Re UK and as consented to by St. Paul Re UK
(such consent not to be unreasonably withheld or delayed) having regard
to all the relevant circumstances (including, without limitation,
United States federal tax consequences).
4.3 Platinum Re UK shall also have authority to offer renewals of cover and
to make alterations and endorsements to the terms of cover provided
that the renewal, alteration or endorsement is within the relevant
criteria set out in the Underwriting Guides.
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4.4 The arrangements set out in this Part of this agreement shall apply
only in instances where, despite the use of reasonable best efforts,
Platinum Re UK has either not obtained the Authorisation or it has not
yet been approved as a reinsurer by the relevant cedant.
4.5 Prior to the effective date of any contract written under sub-clause
4.1 or 4.2 above, Platinum Re UK shall provide to the individual
designated from time to time by St. Paul Re UK a description in writing
of the contract to be issued, and evidence indicating that the
condition referred to in sub-clause 4.1 or 4.2, as applicable, has been
met.
4.6 Save to the extent that Part C applies, Platinum Re UK shall have no
underwriting authority on behalf of St. Paul Re UK save as expressly
set out in this clause.
5. REPORTS AND RECORDS
5.1 Platinum Re UK shall provide to St. Paul Re UK no later than thirty
days after the end of each month, reports in such form as St. Paul Re
UK may reasonably require, in hard copy and electronic form.
5.2 Platinum Re UK shall keep and maintain proper books and records wherein
shall be recorded all business transacted by it on behalf of St. Paul
Re UK and shall retain such books and records as may be required by
applicable law or in accordance with the record retention policies of
St. Paul Re UK, whichever is longer. All records of Platinum Re UK
relating to the business of St. Paul Re UK shall be open to inspection
by St. Paul Re UK or its representatives during regular business hours
and Platinum Re UK shall provide copies of all such books and records
as may be requested by St. Paul Re UK at the expense of Platinum Re UK.
6. AGENCY FEE
As compensation for its services under this Part of this agreement,
Platinum Re UK shall receive an agency fee equal to 5% of the gross net
written premiums produced by Platinum Re UK for St. Paul Re UK. "Gross
net written premiums" shall mean gross premiums less return premiums
arising from reduction in rate, cancellation or otherwise less premiums
paid for reinsurance which inures to the benefit of St. Paul Re UK.
7. TERMINATION OF AGENCY ARRANGEMENTS
7.1 The provisions of this Part B of this agreement shall cease to have
effect upon the first anniversary of the completion of the Public
Offering.
7.2 In the event that the Authorisation shall not have occurred by the
first anniversary of the completion of the Public Offering, this
agreement (and not, for the avoidance of doubt, merely the provisions
of this Part of this agreement) shall terminate in its entirety (save
for the provisions in Clause 14), neither Party shall have any
liability to the other save to
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the extent that the same may have arisen prior to such termination and
Platinum Re UK shall cease to have any authority to act on behalf of
St. Paul Re UK.
PART C - UNDERWRITING MANAGEMENT
8. CONDITION
The provisions of this Part C of this agreement shall take effect upon
the receipt by Platinum Re UK of the Authorisation.
9. SCOPE OF AUTHORITY
Subject to the direction and control of St. Paul Re UK, Platinum Re UK
is hereby authorised to take and shall undertake all customary and
reasonable actions required on behalf of and in the name of St. Paul Re
UK, including but not limited to negotiating, underwriting and
executing on behalf of St. Paul Re UK renewal reinsurance contracts
("REINSURED CONTRACTS") in respect of the contracts specified in
Schedule C attached hereto, subject to Clause 10.
10. UNDERWRITING AGENCY
Platinum Re UK shall on behalf of and at the direction of St. Paul Re
UK underwrite renewals of the finite reinsurance contracts referred to
in Schedule C attached hereto on such terms as may be specifically
agreed to by St. Paul Re UK. With respect to the finite contracts of
the classes specified on Schedule A or newly written under sub-clause
4.2 of this Agreement, such contracts will be reinsured under the 100%
Quota Share Retrocession Agreement (Non-traditional-A) between St. Paul
Re UK and Platinum Underwriters Reinsurance Inc. dated 1st November,
2002 (or on such other terms (including, where applicable, with
Platinum Re UK as the reinsurer) as the Parties may from time to time
agree). With respect to finite reinsurance contracts specified on
Schedule B attached hereto, Platinum Re UK shall propose the terms for
such reinsurance (including a fair market premium) to St. Paul Re UK
for the one hundred per cent. (100%) quota share reinsurance of such
renewals to Platinum Re UK or Platinum Underwriters Reinsurance Inc.
(as determined by Platinum Re UK) and St. Paul Re UK may elect, at its
sole discretion, whether or not to accept such reinsurance.
11. REPORTS AND RECORDS
11.1 Platinum Re UK shall provide to St. Paul Re UK no later than thirty
days after the end of each month, reports in a form agreed between the
Parties, in hard copy and electronic form.
11.2 Platinum Re UK shall keep and maintain proper books and records wherein
shall be recorded all business transacted by it on behalf of St. Paul
Re UK and shall retain such books and records as may be required by
applicable law or in accordance with the record retention policies of
St. Paul Re UK, whichever is longer. All records of Platinum
8
Re UK relating to the Reinsured Contracts of St. Paul Re UK shall be
open to inspection by St. Paul Re UK or its representatives during
regular business hours and Platinum Re UK shall provide copies of all
such books and records as may be requested by St. Paul Re UK at the
expense of Platinum Re UK.
12. COSTS AND EXPENSES
Platinum Re UK shall bear all charges and expenses incurred by it in
underwriting and administering the business with respect to the
Reinsured Contracts reinsured by Platinum Re UK, Platinum Underwriters
Reinsurance Inc. or any of their affiliates pursuant to this Part C of
this agreement. With respect to the scheduled services (in this clause,
"Underwriting Services") provided hereunder for contracts not reinsured
by Platinum Re UK, Platinum Underwriters Reinsurance Inc. or any of
their affiliates, St. Paul Re UK shall pay to Platinum Re UK the
"actual cost" to Platinum Re UK of performing such Underwriting
Services (which shall consist of Platinum Re UK's direct and reasonable
indirect costs), as the case may be, as certified in good faith by
Platinum Re UK. For greater certainty, the Parties agree that "actual
cost" will include any incremental and out-of-pocket costs incurred by
Platinum Re UK in connection with the Underwriting Services, including
the conversion, acquisition and disposition cost of software and
equipment acquired for the purposes of providing the Underwriting
Services and the cost of establishing requisite systems and data feeds
and hiring necessary personnel.
13. TERM OF THE UNDERWRITING MANAGEMENT ARRANGEMENTS
Subject to clause 8 above, the provisions of this Part C of this
agreement shall continue until the third anniversary of the date
hereof. St. Paul Re UK will have the option to renew the provisions of
this Part C of this agreement for another two years upon written notice
to Platinum Re UK no later than two months prior to the third
anniversary of the date hereof.
PART D - FURTHER PROVISIONS
14. UNDERWRITING SERVICES
If St. Paul Re UK at any time so requests, Platinum Re UK shall renew
on behalf of St. Paul Re UK any finite reinsurance contract to which
St. Paul Re UK was a party prior to the date hereof provided that
Platinum Re UK shall have no obligation to accept any retrocession of
any such reinsurance contract and shall be entitled to receive
reimbursement of costs and expenses on the same basis as in Clause 12.
15. AUDIT RIGHTS
15.1 Upon reasonable prior notice, each Party shall have full access to any
books and records maintained by the other Party and its affiliates
insofar as reasonably necessary
9
for the purposes of confirming amounts properly payable hereunder or
satisfying any duty imposed hereby or resulting herefrom.
15.2 Each Party shall permit and co-operate with any inspection by the
regulator or appointee of the regulator of the other Party in relation
to the provision of any of the services hereunder.
15.3 As soon as reasonably practicable following any request (or, in the
case of access required by the regulator of either Party, whether with
or without notice being given by such regulator), access shall be
provided to auditors, other nominated inspectors of that Party or the
regulator or the appointee of the regulator to relevant facilities
where records are maintained and provision shall be made for such
auditors, other inspectors or the regulator or the appointee of the
regulator to receive such assistance as they shall reasonably request
in relation thereto.
15.4 In particular, each Party shall make available to the other Party all
information, data and materials:
(A) reasonably requested by that other Party so as to enable it to
evaluate the appropriateness of any charges and expenses
payable hereunder; or
(B) requested by the regulator of that other Party or the
appointee of such regulator in connection with any regulatory
inspection.
15.5 Each Party acknowledges that an audit may be required for regulatory
purposes and shall maintain all relevant records in such manner and to
such standard as may reasonably be requested by the other Party for the
purposes of compliance with any regulatory requirements.
16. DATA PROTECTION AND BUSINESS INFORMATION
16.1 During the term of this agreement, the Parties shall ensure that they
comply at all times with the provisions of the Data Protection Act 1998
and all related legislation, regulations and guidelines.
16.2 (A) Each Party shall ensure that to the extent that it holds
information which relates to the other Party's business it
shall provide the other Party with such access to that
information as is reasonably required for the other Party to
carry on its business.
(B) For the avoidance of doubt, neither Party shall be required
under sub-clause (A) above to disclose any information which
does not relate to the other Party's business.
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17. UNDERTAKINGS
17.1 Each of the Parties undertakes to the other Party to:
(A) act in a prompt, business-like and diligent manner, in good
faith and in such a way as does not bring the other Party's
name into disrepute or damage the goodwill of the other
Party's business;
(B) comply with all applicable laws, bye-laws and the requirements
of any governmental or regulatory authority relating to the
performance of the Parties' respective obligations under this
Part of this agreement;
(C) comply with the terms and conditions of the Policies;
(D) without prejudice to the generality of paragraphs (A) and (B)
above, comply in all respects with the authorisations and
registrations of the other Party under the Data Protection Act
1998; and
(E) deal with requests or enquiries from the other Party promptly
and efficiently (including, without limitation, with regard to
the provision of information by Platinum Re UK to enable St.
Paul Re UK to comply with its regulatory obligations).
17.2 Without prejudice to the generality of sub-clauses 17.1(A) and (B)
above Platinum Re UK undertakes to St. Paul Re UK to comply in all
respects with St. Paul Re UK's authorisation to carry on an insurance
business in the United Kingdom for the purposes of the Financial
Services and Markets Act 2000 and without limitation to permit the
Financial Services Authority to have access to its premises and to deal
with the Financial Services Authority in an open and co-operative way.
17.3 Platinum Re UK shall comply with all instructions and requests from St.
Paul Re UK given or made for the purposes of the agency established
hereunder or for the purposes of enabling St. Paul Re UK to supervise
the discharge of such agency.
18. ARBITRATION
18.1 All disputes and differences arising under or in connection with this
contract shall be referred to arbitration under the Arbitration Rules
of the A.I.D.A. Reinsurance and Insurance Arbitration Society of the UK
("ARIAS (UK)").
18.2 The Arbitration Tribunal shall consist of three arbitrators, one to be
appointed by the Claimant, one to be appointed by the Respondent and
the third to be appointed by the two appointed arbitrators.
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18.3 The third member of the Tribunal shall be appointed as soon as
practicable (and no later than 28 days) after the appointment of the
two party-appointed arbitrators. The Tribunal shall be constituted upon
the appointment of the third arbitrator.
18.4 The Arbitrators shall be persons (including those who have retired)
with not less than ten years' experience of insurance or reinsurance
within the industry or as lawyers or other professional advisers
serving the industry.
18.5 Where a Party fails to appoint an arbitrator within 14 days of being
called upon to do so or where the two party-appointed arbitrators fail
to appoint a third within 28 days of their appointment, then upon
application ARIAS (UK) will appoint an arbitrator to fill the vacancy.
At any time prior to appointment by ARIAS (UK) the Party or arbitrators
in default may make such appointment.
18.6 The Tribunal may in its sole discretion make such orders and directions
as it considers to be necessary for the final determination of the
matters in dispute. The Tribunal shall have the widest discretion
permitted under the law governing the arbitral procedure when making
such order or directions.
18.7 The seat of arbitration shall be London.
19. MISCELLANEOUS
19.1 Neither Party may assign its rights under this agreement without the
prior written consent of the other. Subject to the foregoing, this
agreement shall be binding upon, inure to the benefit of and be
enforceable by the Parties and their respective successors and assigns.
19.2 This agreement may only be varied in writing signed by each of the
Parties.
19.3 (A) No failure or delay on the part of either Party in
exercising a right, power or remedy provided by this agreement
or by law shall operate as a waiver of that right, power or
remedy or a waiver of any other rights, powers or remedies.
(B) No single or partial exercise of a right, power or remedy
provided by this agreement or by law shall prevent further
exercise of that right, power or remedy or the exercise of
another right, power or remedy.
(C) Except as otherwise provided herein, the rights, powers and
remedies provided in this agreement shall be cumulative and
not exclusive of any rights, powers or remedies provided by
law.
19.4 If any provision of this agreement or any part of any such provision is
held to be invalid, unlawful or unenforceable, such provision or part
(as the case may be) shall be ineffective only to the extent of such
invalidity, unlawfulness or unenforceability, without
12
rendering invalid, unlawful or unenforceable or otherwise prejudicing
or affecting the remainder of such provision or any other provision of
this agreement.
19.5 The Parties hereto acknowledge that if any of the provisions of this
agreement were not to be performed in accordance with their specific
terms or were otherwise to be breached, irreparable damage would occur
and damages would not be an adequate remedy. In the event of any such
breach, the aggrieved Party shall be entitled, in addition to any other
remedy at law or in equity, to specific performance of the terms hereof
and immediate injunctive or other equitable relief, without the
necessity of proving the inadequacy of money damages as a remedy or of
posting any bond or other security.
19.6 The Parties do not intend that any term of this agreement shall be
enforceable, by virtue of the Contracts (Rights of Third Parties) Act
1999, by any person who is not a party to this agreement.
19.7 Nothing in this agreement and no action taken by the Parties under this
agreement shall constitute a partnership, association, joint venture or
other co-operative entity between the Parties.
19.8 Nothing in this agreement shall oblige either Party to act in breach of
the requirements of any law, rule or regulation applicable to it,
including securities and insurance laws, written policy statements of
securities commissions, insurance and other regulatory authorities, and
the by-laws, rules, regulations and written policy statements of
relevant securities and self-regulatory organisations.
20. NOTICES
20.1 Any notice required or permitted to be given under this agreement shall
be given in writing to the other Party at its address set out below:
if to St. Paul Re UK, to:
St. Paul Reinsurance Company Limited
27, Camperdown Street,
London, E1 8DS
Fax number: 020 7488 6345
marked for the attention of the Company Secretary
13
if to Platinum Re UK, to:
Platinum Re (UK) Limited
52, Lime Street,
London, EC3M 7NL
Fax number: 020 7623 6610
marked for the attention of the Company Secretary
or to such other address or fax number, and marked for the attention of
such other person, as may from time to time be notified by the relevant
Party to the other Party.
20.2 Any such notice shall be sent by first class post or facsimile
transmission (copied by post) or delivered by hand and shall be deemed
to be served:
(A) in the case of post, on the second business day after posting;
(B) in the case of facsimile transmission, upon successful
transmission (or, if the day of sending is not a business day
in the place of receipt, at the opening of business on the
first business day in the place of receipt thereafter); and
(C) in the case of delivery by hand, upon delivery (or, if the day
of delivery is not a business day in the place of receipt, at
the opening of business on the first business day in the place
of receipt thereafter).
21. GOVERNING LAW
This agreement shall be governed by and construed in accordance with
English law.
22. COUNTERPARTS
22.1 This agreement may be executed in any number of counterparts, and by
the Parties on separate counterparts, but shall not be effective until
each Party has executed at least one counterpart.
22.2 Each counterpart shall constitute an original of this agreement, but
the counterparts shall together constitute but one and the same
instrument.
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SCHEDULE A
FINITE REINSURANCE CONTRACTS
NON-DEFICIT BALANCE CONTRACTS
Transatlantic Re Replicat Policy No. 003223021FXP
Bahamas First Triplicat Policy No. 003356021FXP
15
SCHEDULE B
FINITE REINSURANCE CONTRACTS
DEFICIT BALANCE CONTRACTS
Transatlantic Re Risk XS Layer 1: Policy No. 003102011FXP
Transatlantic Re Risk XS Layer 2: Policy No. 003103011FXP
16
SCHEDULE C
UNDERWRITING MANAGEMENT BUSINESS
Transatlantic Re Replicat : Policy No. 003223021FXP
Bahamas First Triplicat : Policy No. 003356021FXP
Transatlantic Re Risk XS Layer 1 : Policy No. 003102011FXP
Transatlantic Re Risk XS Layer 2 : Policy No. 003103011FXP
Any new finite business written under Clause 4.2
of this agreement.
17
IN WITNESS of which each of the Parties has executed this agreement on the day
and year first above written.
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SIGNED by )
for and on behalf of ST. PAUL )
REINSURANCE COMPANY )
LIMITED ) /s/ G.R. Butler
SIGNED by )
for and on behalf of PLATINUM )
RE (UK) LIMITED ) /s/ T.J. Mahoney
Dates Referenced Herein and Documents Incorporated by Reference
| Referenced-On Page |
|---|
| This ‘10-K’ Filing | | Date | | First | | Last | | | Other Filings |
|---|
| |  |
| Filed on: | | 3/31/03 | | | | | | | 10-Q |
| For Period End: | | 12/31/02 |
| | 11/1/02 | | 1 | | 4 | | | 3 |
| List all Filings |
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