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Sample Separation Agreement Maryland

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					                 BEFORE THE INSURANCE COMMISSIONER
                         STATE OF MARYLAND
                 MARYLAND INSURANCE ADMINISTRATION


IN THE MATTER OF ACQUISITION *
AND CONTROL OF               *
                             *
USF&G FAMILY INSURANCE       *
COMPANY
NAIC #10799
5801 SMITH AVENUE            *
BALTIMORE, MARYLAND 21209    *
                             *
BY                           *
                             *
PLATINUM UNDERWRITERS        *
HOLDINGS, LTD                *
CLARENDON HOUSE              *
2 CHURCH STREET              *
HAMILTON HM 11, BERMUDA      *
                             *                     CASE NO: MIA 274-6-02

                      *          *         *           *                *

                                        ORDER


       This Order is issued by the Maryland Insurance Administration, pursuant to Section

7-304 of the Insurance Article, Annotated Code of Maryland, and is based on the following

findings:


1. USF&G Family Insurance Company (Family) is a Maryland domiciled property and

   casualty insurance company.


2. Family is ultimately owned by The St. Paul Companies, Inc., a publicly owned holding

   company (St. Paul). St. Paul holds all of the outstanding stock of St. Paul Fire and

   Marine Insurance Company, a Minnesota domiciled insurance company. St. Paul Fire
USF&G FAMILY INSURANCE COMPANY


   and Marine Insurance Company holds all of the outstanding stock of United States

   Fidelity and Guaranty Company, a Maryland domiciled insurance company, which in

   turn holds all of the outstanding stock of Family.


3. Platinum Underwriters Holdings, Ltd. (Platinum), is an insurance holding company,

   incorporated in Bermuda on April 19, 2002. Platinum will become a publicly-held

   company upon completion of an initial public offering (IPO) scheduled to occur in 2002.


4. On April 29, 2002, Platinum filed a Form A, Statement Regarding the Acquisition of

   Control or Merger with a Domestic Insurer, as required by Title 7 of the Insurance

   Article, regarding a proposal to acquire 100% control of Family. The Form A filing was

   revised and amended by Platinum several times subsequent to April 29, 2002, most

   recently on June 13, 2002. Concurrent with this Form A filing, Family has requested

   and received authorization from the Maryland Insurance Administration to change its

   name to “Platinum Underwriters Reinsurance Inc.”


5. Platinum filed, on April 25, 2002, and subsequently amended most recently on June 3,

   2002, an S-1 Registration Statement with the Securities and Exchange Commission

   regarding a proposed IPO of 40,000,000 shares of its common stock. Platinum expects

   to receive proceeds totaling approximately $940,000,000 from this initial public

   offering. Platinum intends to contribute the majority of the proceeds to its insurer

   subsidiaries including Family.


6. Pursuant to a Formation and Separation Agreement between Platinum and St. Paul,

   Platinum will acquire all the issued and outstanding shares of the common stock of
USF&G FAMILY INSURANCE COMPANY


   Family. Platinum will immediately contribute all of the outstanding stock of Family to

   Platinum Regency Holdings, an Ireland intermediate holding company incorporated on

   May 3, 2002.


7. Pursuant to the Formation and Separation Agreement, in a private placement concurrent

   with the IPO, Platinum will issue common stock to St. Paul or its subsidiaries in an

   amount equal to approximately 24.9% of the total issued and outstanding shares of

   Platinum.


8. Upon completion of the IPO, St. Paul or its subsidiaries will transfer to Platinum, certain

   assets and liabilities, including the majority of St. Paul’s subsidiaries’ post January 1,

   2002, pre-IPO continuing reinsurance business pursuant to one hundred percent quota

   share agreements, as well as renewal rights to this business.


9. Platinum intends to conduct its reinsurance business through three subsidiaries, Family,

   Platinum Re (UK) Limited (which has been formed but which has not yet been

   authorized to transact the business of insurance), and Platinum Underwriters Bermuda,

   Ltd., a Bermuda insurance company incorporated on May 8, 2002.


10. Initially, all of the reinsurance operations of the Platinum group will be conducted by

   USF&G Family Insurance Company. Upon the authorization of Platinum Re (UK)

   Limited by the Financial Services Authority of Great Britain to transact the business of

   insurance in the United Kingdom, USF&G Family Insurance Company intends to

   retrocede its reinsurance in the United Kingdom to Platinum Re (UK) Limited.
USF&G FAMILY INSURANCE COMPANY


       WHEREFORE, upon review by the Maryland Insurance Administration of the State

of Maryland of the proposal to acquire Family filed by Platinum, it was determined that the

proposed acquisition is in compliance with and satisfies the provisions and requirements of

the Maryland Insurance Acquisitions Disclosure and Control Act, Subtitle 7 of the Insurance

Article. Therefore, the Insurance Commissioner hereby:


       ORDERS that the proposed acquisition of USF&G Family Insurance Company is

approved subject to Platinum Underwriters Holdings, Ltd. providing the following to the

Administration:


1. Immediately following the closing of the transactions described in paragraphs 6 and 7

   above, provide written notice to the Maryland Insurance Administration that the

   acquisition of control of Family has been completed.


2. Submit, within 30 days of closing, a Registration (Form B) filing required by Sections 7-

   601 and 7-603 of the Insurance Article, reflecting the new ownership of Family.


3. Submit, within 30 days of closing, documentary evidence that capital and surplus funds

   have been contributed from Platinum to Family.


4. Submit, within 30 days of the transfer of assets and liabilities from St. Paul to Platinum,

   a post-transfer beginning financial report of Family, containing the information that the

   Commissioner considers necessary.


5. Submit, within 75 days of the transfer of the liabilities from St. Paul and its subsidiaries

   to Family, to the Commissioner a Statement of Actuarial Opinion from an independent,
USF&G FAMILY INSURANCE COMPANY


   qualified actuary, setting forth the actuary’s opinion relating to the loss and loss

   adjustment expenses transferred as of the closing date.


6. Submit, within 30 days of closing, fully executed copies of the Formation and

   Separation Agreement.


7. Submit, within 30 days of closing, Form D filings for all agreements with post-closing

   affiliated companies that were submitted in draft form as part of the Form A filing.


8. Submit, within 30 days of closing, executed copies of all other agreements submitted in

   draft form as part of the Form A filing.

9. Due to its pre-acquisition and post-acquisition relationship with St. Paul and with United

   States Fidelity and Guaranty Company, Family is granted, subject to the notification

   requirement stated herein, approval to maintain its accounting records and its home or

   executive offices outside the State of Maryland. This approval is granted for the period

   during which St. Paul and its subsidiaries provide administrative services to Platinum

   and Family under a Master Services Agreement to be executed upon closing, unless

   otherwise ordered by the Commissioner.             Family shall notify the Insurance

   Commissioner of the termination of the Master Services Agreement between St. Paul

   and Family within 30 days of the date that the Agreement terminates.
USF&G FAMILY INSURANCE COMPANY



    So ORDERED this _______ day of _______, 2002.




                                    IN WITNESS WHEREOF, I have hereto set

                                    my hand and affixed the Official Seal of my

                                    office in the City of Baltimore this___21st_

                                    day of __June_, 2002.




                                     Signature on File with Original Document
                                     Steven B. Larsen, Insurance Commissioner

                                      for the State of Maryland

				
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