EXHIBIT 10.10
[PLATINUM LOGO] The Belvedere Building
69 Pitts Bay Road, Pembroke HM 08
P.O. Box HM 3012
Hamilton HM MX, Bermuda
Tel: (441) 295-7195
Fax: (441) 296-0528
VIA FEDERAL EXPRESS
March 25, 2004
Bruce Saul, Esq.
The St. Paul Companies, Inc.
385 Washington Street
Saint Paul, MN 55102-1396
Re: Outstanding St. Paul Reimbursements
Dear Bruce:
On behalf of Platinum Underwriters Holdings, Ltd. (together with its operating
subsidiaries, "Platinum"), I am writing to memorialize our agreement with
respect to the settlement of Platinum's outstanding requests for reimbursement
from The St. Paul Companies, Inc. ("St. Paul") of certain expenses relating to
(i) employee terminations in Platinum's London office and (ii) certain IT
equipment and software used by, or transferred to, St. Paul Re, Inc. ("SPRe")
following the Closing.1
UK SEVERANCE REIMBURSEMENT
Pursuant to the Formation and Separation Agreement (the "Formation Agreement"),
dated October 28, 2002, between St. Paul and Platinum, and more explicitly the
side letter between the parties also dated October 28, 2002, St. Paul agreed to
reimburse Platinum for up to $4.5 million of expenses "relating to employee
terminations incurred in the London office of Platinum Re (UK) Limited." After
certain adjustments, Platinum has claimed an amount of $1,142,347.22 as
reimbursement of its expenses relating to UK employee severance (the "UK
Severance Reimbursement").
IT EQUIPMENT REIMBURSEMENT
As disclosed in the Platinum S-1, St. Paul contributed approximately $7 million
in tangible (and intangible) assets to Platinum, including 100% of the New York
office
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(1) Capitalized terms not otherwise defined herein shall have the meaning
ascribed to them in the Formation Agreement.
assets, which were valued at $5.3 million as reflected in certain New York State
tax filings. The bulk of the this value was concentrated in the New York office
IT equipment and software, a portion of which was (i) utilized by SPRe while at
195 Broadway and/or (ii) transferred to SPRe for use in its Morristown office in
August 2003 (the "IT Equipment"). Platinum has claimed additional amounts as
total compensation for the IT Equipment and any other assets transferred to SPRe
(the "IT Reimbursement").
SETTLEMENT AND RELEASE
Platinum and St. Paul wish to fully and finally resolve all differences,
controversies and potential disputes between them with respect to (i) the UK
Severance Reimbursement and (ii) the IT Reimbursement (collectively, the
"Reimbursement Claims"). Accordingly, in consideration for the matters set out
above, Platinum and St. Paul agree as follows:
1. Within thirty (30) days of this letter, St. Paul shall pay Two
Million Dollars ($2,000,000.00) to Platinum in full settlement
of the Reimbursement Claims.
2. Each of the parties hereto mutually release and discharge one
another, and each of their affiliates, subsidiaries, partners,
limited partners, predecessors and successors, and the
trustees, officers, directors and employees of all of the
foregoing, and each of them, separately and collectively, from
any and all claims, liens, demands, causes of action, damages,
judgments, obligations and liabilities of any kind whatsoever,
known or unknown, asserted or unasserted, direct or indirect,
in law or equity, that each has had in the past, or now has,
or may have in the future against each other or any of their
affiliates, subsidiaries, partners, limited partners,
predecessors and successors, and the trustees, shareholders,
officers, directors and employees of all of the foregoing,
arising directly or indirectly out of, or related in any way
to the Reimbursement Claims.
3. The terms set out in this letter are the entire agreement
between Platinum and St. Paul with regard to the Reimbursement
Claims. The agreement set out in this letter may not be
changed except by written agreement signed by both Platinum
and St. Paul.
4. Neither party has relied upon any statement, warranty or
representation made by the other or the other's employees,
agents or consultants, except as expressly set out in this
letter.
5. This agreement shall be binding upon and inure to the benefit
of the parties hereto and their respective successors and
assigns. This agreement shall be governed by and construed in
accordance with the laws of the State of New York, without
regard to its conflict of laws principles.
6. As a condition precedent to any action to enforce any right
hereunder, any dispute between the parties arising out of or
relating to this letter agreement and/or its formation shall
be submitted to arbitration in accordance with the arbitration
provisions of the Formation Agreement.
7. Upon countersignature of this letter by St. Paul, the
settlement agreement with respect to the Reimbursement Claims
will be fully executed and binding upon both parties.
If you are in agreement with the above, please sign and return the attached copy
of this letter to signify your binding agreement to its terms. I greatly
appreciate your efforts in resolving this matter.
Very truly yours,
/s/ Michael E. Lombardozzi
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Michael E. Lombardozzi
General Counsel
ACCEPTED and AGREED :
The St. Paul Companies, Inc.
By: /s/ Bruce Saul
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Name: Bruce Saul
Title: Vice President