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-10.30 — Underwriting Management Agreement
| EX-10.30 | 1st Page of 9 | TOC | ↑Top | Previous | Next | ↓Bottom | Just 1st |
|---|
EXHIBIT 10.30
EXECUTION COPY
UNDERWRITING MANAGEMENT AGREEMENT
THIS UNDERWRITING MANAGEMENT AGREEMENT (this "Agreement"), made as of
November 1, 2002, between St. Paul Fire and Marine Insurance Company, a
Minnesota insurance company (referred to herein as the "Company"), and Platinum
Underwriters Reinsurance, Inc., a Maryland insurance company (referred to herein
as the "Manager").
ARTICLE I
UNDERWRITING AND PRODUCTION MANAGER
Subject to the terms and conditions of this Agreement, the Company hereby
grants Manager full authority to act and the Manager accepts and agrees to act
as underwriting and production manager for the Company for the purpose of
conducting an assumed reinsurance business, subject to the limitations set forth
herein.
ARTICLE II
SCOPE OF AUTHORITY
Subject to the direction and control of the Company, the Manager is hereby
authorized to take and shall undertake all customary and reasonable actions
required on behalf of and in the name of the Company, including but not limited
to soliciting, negotiating, underwriting and executing, on behalf of the
Company, new and renewal assumed reinsurance contracts, subject to Article III,
Underwriting Limits (the "Managed Contracts").
ARTICLE III
UNDERWRITING LIMITS
(a) Subject to the provisions of Article II hereof, Manager is authorized
on behalf of the Company to underwrite issuances and renewals of such
traditional reinsurance contracts as determined by the Manager; provided, that
all such issuances and renewals are covered under the one hundred percent (100%)
Quota Share Retrocession Agreement (traditional) between the Company and the
Manager; provided further, that such issuances and renewals shall be
underwritten only in cases where the Manager is unable to underwrite such
contracts itself because: (1) it has not received a necessary or desirable
regulatory license or approval notwithstanding its reasonable best efforts to
obtain it since the date of this agreement, or (2) it has not yet been approved
as a reinsurer by the cedent nothwithstanding its reasonable best efforts to
obtain such approval since the date of this agreement. Prior to the effective
date of any such contract, Manager shall provide to the individual designated
from time to time by the Company in writing a description of the contract to be
issued or renewed, and evidence indicating that the above-stated condition
1
has been met. Manager shall be authorized to underwrite such reinsurance
contracts for a period of one year from the date hereof.
(b) Manager shall on behalf of the Company underwrite renewals of finite
reinsurance contracts specified on Schedules A and B attached hereto on such
terms as may be specifically agreed to by the Company. Manager shall have the
discretion to reinsure such contacts under a 100% Quota Share Retrocession
Agreement (non-traditional) between the Company and the Manager. With respect to
the finite reinsurance contracts specified on Schedule B attached hereto,
Manager shall propose a fair market premium to the Company for the one hundred
percent (100%) quota share reinsurance of such renewals and the Company may
elect, at its sole discretion, whether or not to accept such reinsurance.
ARTICLE IV
REPORTS AND RECORDS
(a) Manager shall provide to the Company no later than thirty days after
the end of each month, reports in the form as set forth in Exhibit C attached
hereto, or as otherwise agreed to by the parties, in hard copy and electronic
form.
(b) Manager shall keep and maintain proper books and records wherein shall
be recorded all business transacted by it on behalf of the Company and shall
retain such books and records as may be required by applicable law or in
accordance with the record retention policies of the Company, whichever is
longer. All records of the Manager relating to the Managed Contracts of the
Company shall be open to inspection by the Company or its representatives during
regular business hours and Manager shall provide copies of all such books and
records as may be requested by the Company at the expense of Manager.
ARTICLE V
COSTS AND EXPENSES
Manager shall bear all charges and expenses incurred by it in underwriting
and administering the business with respect to the Managed Contracts reinsured
by it. With respect to services provided hereunder for contracts not reinsured
by Manager, the Company shall pay to Manager the "actual cost" to Manager (which
shall consist of Manager's direct and reasonable indirect costs), as the case
may be, as certified in good faith by Manager.
For greater certainty, the parties agree that "actual cost" will include
any incremental and out-of-pocket costs incurred by Manager in connection with
the Services, including the conversion, acquisition and disposition cost of
software and equipment acquired for the purposes of providing the Services and
the cost of establishing requisite systems and data feeds and hiring necessary
personnel.
2
ARTICLE VI
TERM
This Agreement shall take effect as of the date hereof and shall continue
for a period of three years. The Company will have the option to renew this
Agreement for another two years upon written notice to the Manager no later than
two months prior to the third anniversary hereof.
ARTICLE VII
AUDIT RIGHTS
(a) Upon reasonable prior notice, the Company shall have full access to
any books and records maintained by the Manager and its affiliates insofar as
reasonably necessary for the purposes of confirming amounts properly payable
hereunder or satisfying any duty imposed hereby or resulting herefrom.
(b) The Manager shall permit and co-operate with any inspection by the
regulator or appointee of the regulator of the Company in relation to the
provision of any of the services hereunder.
(c) As soon as reasonably practicable following any request (or, in the
case of access required by the regulator of the Company, whether with or without
notice being given by such regulator), access shall be provided to auditors,
other nominated inspectors of the Company 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.
(d) In particular, the Manager shall make available to the Company all
information, data and materials:
(i) reasonably requested by the Company so as to enable it to
evaluate the appropriateness of any charges and expenses
payable hereunder; or
(ii) requested by the regulator of the Company or the appointee of
such regulator in connection with any regulatory inspection.
(e) the Manager acknowledge 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 Company for the purposes of
compliance with any regulatory requirements
3
ARTICLE VIII
GOVERNING LAW
This Agreement shall be governed by and construed and enforced in
accordance with the laws of the state of New York without regard to its conflict
of laws principles.
4
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
signed in their names.
ST. PAUL FIRE AND MARINE
INSURANCE COMPANY
By: /s/ Bruce A. Backberg
-------------------------------------------
Title:
----------------------------------------
SENIOR VICE PRESIDENT AND
CORPORATE SECRETARY
PLATINUM UNDERWRITERS REINSURANCE, INC.
By:
-------------------------------------------
Title:
----------------------------------------
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
signed in their names.
ST. PAUL FIRE AND MARINE
INSURANCE COMPANY
By:
-------------------------------------------
Title:
----------------------------------------
PLATINUM UNDERWRITERS REINSURANCE, INC.
By: /s/ Michael D. Price
-------------------------------------------
Michael D. Price
Title: President and Chief Underwriting Officer
EXHIBIT A
Finite Reinsurance Contracts
Non-Deficit Balance Contracts
A
EXHIBIT B
Finite Reinsurance Contracts
Deficit Balance Contracts
B
EXHIBIT C
Report of Manager
C
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 | | | | | 3 |
| List all Filings |
↑Top
Filing Submission 0000950123-03-003615 – Alternative Formats (Word / Rich Text, HTML, Plain Text, et al.)
Copyright © 2024 Fran Finnegan & Company LLC – All Rights Reserved.
About — Privacy — Redactions — Help —
Fri., Apr. 26, 10:00:42.1pm ET 