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                                                                     Exhibit 4.1



                       PLATINUM UNDERWRITERS FINANCE, INC.

              6.371% SENIOR GUARANTEED NOTES DUE NOVEMBER 16, 2007
                          UNCONDITIONALLY GUARANTEED BY
                      PLATINUM UNDERWRITERS HOLDINGS, LTD.

                               -----------------

                   EXCHANGE AND REGISTRATION RIGHTS AGREEMENT

                                                                 August 16, 2005

Goldman, Sachs & Co.,
85 Broad Street
New York, New York 10004

and

Merrill Lynch & Co.
Merrill Lynch, Pierce, Fenner & Smith
      Incorporated
4 World Financial Center, 25th Floor
New York, New York  10281-1209

Ladies and Gentlemen:

      Goldman, Sachs & Co. ("Goldman Sachs") and Merrill Lynch & Co., Merrill
Lynch, Pierce, Fenner & Smith Incorporated ("Merrill Lynch," and, together with
Goldman Sachs, the "Remarketing Agents") are undertaking to remarket the 5.25%
Senior Guaranteed Notes due November 16, 2007 issued by Platinum Underwriters
Finance, Inc., a Delaware corporation (the "Company") and guaranteed by Platinum
Underwriters Holdings, Ltd., a Bermuda company (the "Guarantor") on a senior,
unsecured basis (the "Guarantees"), upon the terms set forth in the Remarketing
Agreement (as defined herein). As an inducement to the Remarketing Agents to
enter into the Remarketing Agreement and in satisfaction of a condition to the
obligations of the Remarketing Agents thereunder, each of the Company and the
Guarantor agrees with the Remarketing Agents for the benefit of holders (as
defined herein) from time to time of the Registrable Securities (as defined
herein) as follows:

      1. Certain Definitions. For purposes of this Exchange and Registration
Rights Agreement, the following terms shall have the following respective
meanings:

      The term "broker-dealer" shall mean any broker or dealer registered with
   the Commission under the Exchange Act.

      "Base Interest" shall mean the interest that would otherwise accrue on the
   Securities under the terms thereof, and the Indenture, without giving effect
   to the provisions of this Agreement.

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      "Closing Date" shall mean the date on which the Securities are initially
   issued.

      "Commission" shall mean the United States Securities and Exchange
   Commission, or any other federal agency at the time administering the
   Exchange Act or the Securities Act, whichever is the relevant statute for the
   particular purpose.

      "Effective Time," in the case of (i) an Exchange Registration, shall mean
   the time and date as of which the Commission declares the Exchange
   Registration Statement effective or as of which the Exchange Registration
   Statement otherwise becomes effective and (ii) a Shelf Registration, shall
   mean the time and date as of which the Commission declares the Shelf
   Registration Statement effective or as of which the Shelf Registration
   Statement otherwise becomes effective.

      "Electing Holder" shall mean any holder of Registrable Securities that has
   returned a completed and signed Notice and Questionnaire to the Company in
   accordance with Section 3(d)(ii) or 3(d)(iii) hereof.

      "Exchange Act" shall mean the Securities Exchange Act of 1934, or any
   successor thereto, as the same shall be amended from time to time.

      "Exchange Offer" shall have the meaning assigned thereto in Section 2(a)
   hereof.

      "Exchange Registration" shall have the meaning assigned thereto in Section
   3(c) hereof.

      "Exchange Registration Statement" shall have the meaning assigned thereto
   in Section 2(a) hereof.

      "Exchange Securities" shall have the meaning assigned thereto in Section
   2(a) hereof.

      The term "holder" shall mean any person who acquires Registrable
   Securities from time to time (including any successors or assigns), in each
   case for so long as such person owns any Registrable Securities.

      "Indenture" shall mean the Indenture, dated as of October 10, 2002 (the
   "Base Indenture"), among the Company, the Guarantor and JPMorgan Chase Bank,
   N.A. (as successor to JPMorgan Chase Bank), as Trustee (the "Trustee"), as
   supplemented by the First Supplemental Indenture, dated as of November 1,
   2002 (the "First Supplemental Indenture") among the Company, the Guarantor
   and the Trustee, as the same is supplemented by a Second Supplemental
   Indenture, dated as of August 16, 2005, among the Company, Platinum Finance
   and the Trustee, as the same may be further amended from time to time.

      "Notice and Questionnaire" means a Notice of Registration Statement and
   Selling Securityholder Questionnaire substantially in the form of Exhibit A
   hereto.

      The term "person" shall mean a corporation, association, partnership,
   organization, business, individual, government or political subdivision
   thereof or governmental agency.

      "Registrable Securities" shall mean the Securities; provided, however,
   that a Security shall cease to be a Registrable Security when (i) in the
   circumstances contemplated by Section 2(a) hereof, the Security has been
   exchanged for an Exchange Security in an Exchange Offer as contemplated in
   Section 2(a) hereof (provided that any Exchange

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   Security that, pursuant to the last two sentences of Section 2(a), is
   included in a prospectus for use in connection with resales by broker-dealers
   shall be deemed to be a Registrable Security with respect to Sections 5, 6
   and 9 until resale of such Registrable Security has been effected within the
   180-day period referred to in Section 2(a)); (ii) in the circumstances
   contemplated by Section 2(b) hereof, a Shelf Registration Statement
   registering such Security under the Securities Act has been declared or
   becomes effective and such Security has been sold or otherwise transferred by
   the holder thereof pursuant to and in a manner contemplated by such effective
   Shelf Registration Statement; (iii) such Security is sold pursuant to Rule
   144 under circumstances in which any legend borne by such Security relating
   to restrictions on transferability thereof, under the Securities Act or
   otherwise, is removed by the Company or pursuant to the Indenture; (iv) such
   Security is eligible to be sold pursuant to paragraph (k) of Rule 144; or (v)
   such Security shall cease to be outstanding.

      "Registration Default" shall have the meaning assigned thereto in Section
   2(c) hereof.

      "Registration Expenses" shall have the meaning assigned thereto in Section
   4 hereof.

      "Remarketing Agents" shall have the meaning assigned thereto in the
   recitals hereof.

      "Remarketing Agreement" shall mean the Remarketing Agreement dated as of
   August 8, 2005 by and among the Company, the Guarantor, the Remarketing
   Agents, Goldman Sachs, as the reset agent, and JPMorgan Chase Bank, N.A. (as
   successor to JPMorgan Chase Bank), as purchase contract agent.

      "Resale Period" shall have the meaning assigned thereto in Section 2(a)
   hereof.

      "Restricted Holder" shall mean (i) a holder that is an affiliate of the
   Company within the meaning of Rule 405, (ii) a holder who acquires Exchange
   Securities outside the ordinary course of such holder's business, (iii) a
   holder who has arrangements or understandings with any person to participate
   in the Exchange Offer for the purpose of distributing Exchange Securities and
   (iv) a holder that is a broker-dealer, but only with respect to Exchange
   Securities received by such broker-dealer pursuant to an Exchange Offer in
   exchange for Registrable Securities acquired by the broker-dealer directly
   from the Company.

      "Rule 144," "Rule 405" and "Rule 415" shall mean, in each case, such rule
   promulgated under the Securities Act (or any successor provision), as the
   same shall be amended from time to time.

      "Securities" shall mean, collectively, the 6.371% Senior Guaranteed Notes
   due November 16, 2007, of the Company, and securities issued in exchange
   therefor or in lieu thereof pursuant to the Indenture. Each Security is
   entitled to the benefit of the Guarantee and, unless the context otherwise
   requires, any reference herein to a "Security," an "Exchange Security," or a
   "Registrable Security" shall include a reference to the related Guarantee.

      "Securities Act" shall mean the Securities Act of 1933, or any successor
   thereto, as the same shall be amended from time to time.

      "Shelf Registration" shall have the meaning assigned thereto in Section
   2(b) hereof.

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      "Shelf Registration Statement" shall have the meaning assigned thereto in
   Section 2(b) hereof.

      "Special Interest" shall have the meaning assigned thereto in Section 2(c)
   hereof.

      "Trust Indenture Act" shall mean the Trust Indenture Act of 1939, or any
   successor thereto, and the rules, regulations and forms promulgated
   thereunder, all as the same shall be amended from time to time.

      Unless the context otherwise requires, any reference herein to a "Section"
or "clause" refers to a Section or clause, as the case may be, of this Exchange
and Registration Rights Agreement, and the words "herein," "hereof" and
"hereunder" and other words of similar import refer to this Exchange and
Registration Rights Agreement as a whole and not to any particular Section or
other subdivision.

         2. Registration Under the Securities Act.

      (a) Except as set forth in Section 2(b) below, the Company and the
   Guarantor agree to file under the Securities Act, as soon as practicable, but
   no later than 90 days after the Closing Date, a registration statement
   relating to an offer to exchange (such registration statement, the "Exchange
   Registration Statement", and such offer, the "Exchange Offer") any and all of
   the Securities for a like aggregate principal amount of debt securities
   issued by the Company and guaranteed by the Guarantor, which debt securities
   and guarantee are substantially identical to the Securities and the related
   Guarantee, respectively (and are entitled to the benefits of a trust
   indenture which is substantially identical to the Indenture or is the
   Indenture and which has been qualified under the Trust Indenture Act, except
   that they have been registered pursuant to an effective registration
   statement under the Securities Act and do not contain provisions for the
   Special Interest contemplated in Section 2(c) below (such new debt securities
   hereinafter called "Exchange Securities"). Each of the Company and the
   Guarantor agrees to use its reasonable best efforts to cause the Exchange
   Registration Statement to become effective under the Securities Act as soon
   as practicable, but no later than 180 days after the Closing Date. The
   Exchange Offer will be registered under the Securities Act on the appropriate
   form and will comply in all material respects with all applicable tender
   offer rules and regulations under the Exchange Act. Each of the Company and
   the Guarantor further agrees to use its best efforts to commence and complete
   the Exchange Offer promptly, but no later than 45 days after such
   registration statement has become effective, hold the Exchange Offer open for
   at least 30 days and exchange Exchange Securities for all Registrable
   Securities that have been properly tendered and not withdrawn on or prior to
   the expiration of the Exchange Offer. The Exchange Offer will be deemed to
   have been "completed" only if the debt securities and related guarantee
   received by holders other than Restricted Holders in the Exchange Offer for
   Registrable Securities are, upon receipt, transferable by each such holder
   without restriction under the Securities Act and the Exchange Act and without
   material restrictions under the blue sky or securities laws of a substantial
   majority of the States of the United States of America. The Exchange Offer
   shall be deemed to have been completed upon the earlier to occur of (i) the
   Company and the Guarantor having exchanged the Exchange Securities for all
   outstanding Registrable Securities pursuant to the Exchange Offer and (ii)
   the Company and the Guarantor having exchanged, pursuant to the Exchange
   Offer, Exchange Securities for all Registrable Securities that have been
   properly tendered and not withdrawn before the expiration of the Exchange
   Offer, which shall be on a date that is at least 30 days following the
   commencement of the Exchange Offer. The Company and the

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   Guarantor agree (x) to include in the Exchange Registration Statement a
   prospectus for use in any resales by any holder of Exchange Securities that
   is a broker-dealer and (y) to keep such Exchange Registration Statement
   effective for a period (the "Resale Period") beginning when Exchange
   Securities are first issued in the Exchange Offer and ending upon the earlier
   of the expiration of the 180th day after the Exchange Offer has been
   completed or such time as such broker-dealers no longer own any Registrable
   Securities. With respect to such Exchange Registration Statement, such
   holders shall have the benefit of the rights of indemnification and
   contribution set forth in Sections 6(a), (c), (d) and (e) hereof.

      (b) If (i) on or prior to the time the Exchange Offer is completed
   existing Commission interpretations are changed such that the debt securities
   or the related guarantee received by holders other than Restricted Holders in
   the Exchange Offer for Registrable Securities are not or would not be, upon
   receipt, transferable by each such holder without restriction under the
   Securities Act, (ii) the Exchange Offer has not been completed within 225
   days following the Closing Date or (iii) the Exchange Offer is not available
   as a matter of law to any holder of the Securities, the Company and the
   Guarantor shall, in lieu of (or, in the case of clause (iii), in addition to)
   conducting the Exchange Offer contemplated by Section 2(a), file under the
   Securities Act as soon as practicable, but no later than the later of 30 days
   after the time such obligation to file arises, a "shelf" registration
   statement providing for the registration of, and the sale on a continuous or
   delayed basis by the holders of, all of the Registrable Securities, pursuant
   to Rule 415 or any similar rule that may be adopted by the Commission (such
   filing, the "Shelf Registration" and such registration statement, the "Shelf
   Registration Statement"). The Company and the Guarantor agree to use their
   reasonable best efforts (x) to cause the Shelf Registration Statement to
   become or be declared effective no later than 120 days after such Shelf
   Registration Statement is filed and to keep such Shelf Registration Statement
   continuously effective for a period ending on the earlier of the second
   anniversary of the Effective Time or such time as there are no longer any
   Registrable Securities outstanding, provided, however, that no holder shall
   be entitled to be named as a selling securityholder in the Shelf Registration
   Statement or to use the prospectus forming a part thereof for resales of
   Registrable Securities unless such holder is an Electing Holder, provided
   further, that subject to the requirements set forth in Section 3(e) hereof,
   the Company and the Guarantor may, by notice to holders of Registrable
   Securities, suspend the availability of the Shelf Registration Statement and
   the use of the related prospectus for up to an aggregate of 30 days in any
   consecutive 90 day-period and 90 days in any consecutive twelve-month period,
   if the board of directors of either of the Company or the Guarantor
   determines in good faith that it is in the Company's or the Guarantor's best
   interests to refrain from disclosing the existence of, or facts surrounding
   any proposed or pending material corporate transaction or other material
   non-public information that would be required to be disclosed or incorporated
   by reference in the Shelf Registration Statement and (y) after the Effective
   Time of the Shelf Registration Statement, promptly upon the request of any
   holder of Registrable Securities that is not then an Electing Holder, to take
   any action reasonably necessary to enable such holder to use the prospectus
   forming a part thereof for resales of Registrable Securities, including,
   without limitation, any action necessary to identify such holder as a selling
   securityholder in the Shelf Registration Statement, provided, however, that
   nothing in this Clause (y) shall relieve any such holder of the obligation to
   return a completed and signed Notice and Questionnaire to the Company and the
   Guarantor in accordance with Section 3(d)(ii) or (iii) hereof. The Company
   and the Guarantor further agree to supplement or make amendments to the Shelf
   Registration Statement, as and when required by the rules, regulations or
   instructions applicable to the registration form used by the Company and the
   Guarantor for

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   such Shelf Registration Statement or by the Securities Act or rules and
   regulations thereunder for shelf registration, and the Company and the
   Guarantor agree to furnish to each Electing Holder copies of any such
   supplement or amendment prior to its being used or promptly following its
   filing with the Commission.

      (c) In the event that (i) the Company and the Guarantor have not filed the
   Exchange Registration Statement or Shelf Registration Statement on or before
   the date on which such registration statement is required to be filed
   pursuant to Section 2(a) or 2(b), respectively, or (ii) such Exchange
   Registration Statement or Shelf Registration Statement has not become
   effective or been declared effective by the Commission on or before the date
   on which such registration statement is required to become or be declared
   effective pursuant to Section 2(a) or 2(b), respectively, or (iii) the
   Exchange Offer has not been completed within 45 days after the initial
   effective date of the Exchange Registration Statement relating to the
   Exchange Offer (if the Exchange Offer is then required to be made), or (iv)
   any Exchange Registration Statement or Shelf Registration Statement required
   by Section 2(a) or 2(b) hereof is filed and declared effective but shall
   thereafter either be withdrawn by the Company or the Guarantor or shall
   become subject to an effective stop order issued pursuant to Section 8(d) of
   the Securities Act suspending the effectiveness of such registration
   statement (except as specifically permitted herein) without being succeeded
   immediately by an additional registration statement filed and declared
   effective or (v) if any Shelf Registration Statement required by Section 2(b)
   hereof is filed and declared effective, and during the period the Company and
   the Guarantor are required to use their reasonable best efforts to cause the
   Shelf Registration Statement to remain effective, the Company and the
   Guarantor shall have suspended the availability of the Shelf Registration
   Statement and the use of the related prospectus pursuant to Section 2(b)
   hereof for more than 30 days in the aggregate in any consecutive 90
   day-period and 90 days in the aggregate in any consecutive twelve-month
   period and be continuing to suspend the availability of the Shelf
   Registration Statement (each such event referred to in clauses (i) through
   (v), a "Registration Default" and each period during which a Registration
   Default has occurred and is continuing, a "Registration Default Period"),
   then, as liquidated damages for such Registration Default, subject to the
   provisions of Section 9(b), special interest ("Special Interest"), in
   addition to the Base Interest, shall accrue at a per annum rate of 0.25% of
   the aggregate principal amount of the outstanding Registrable Securities for
   the first 90 days of the Registration Default Period and at a per annum rate
   of 0.50% thereafter for the remaining portion of the Registration Default
   Period.

      (d) Each of the Company and the Guarantor shall take all actions
   reasonably necessary or advisable to be taken by it to ensure that the
   transactions contemplated herein are effected as so contemplated, including
   all actions necessary or desirable to register the Guarantee under the
   registration statement contemplated in Section 2(a) or 2(b) hereof, as
   applicable.

      (e) Any reference herein to a registration statement as of any time shall
   be deemed to include any document incorporated, or deemed to be incorporated,
   therein by reference as of such time and any reference herein to any
   post-effective amendment to a registration statement as of any time shall be
   deemed to include any document incorporated, or deemed to be incorporated,
   therein by reference as of such time.

         3. Registration Procedures.

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      If the Company and the Guarantor file a registration statement pursuant to
Section 2(a) or Section 2(b), the following provisions shall apply:

      (a) At or before the Effective Time of the Exchange Offer or the Shelf
   Registration, as the case may be, the Company and the Guarantor shall qualify
   the Indenture under the Trust Indenture Act.

      (b) In the event that such qualification would require the appointment of
   a new trustee under the Indenture, the Company and the Guarantor shall
   appoint a new trustee thereunder pursuant to the applicable provisions of the
   Indenture.

      (c) In connection with the Company's and the Guarantor's obligations with
   respect to the registration of Exchange Securities as contemplated by Section
   2(a) (the "Exchange Registration"), if applicable, each of the Company and
   the Guarantor shall, as soon as practicable (or as otherwise specified):

         (i) prepare and file with the Commission, as soon as practicable but no
      later than 90 days after the Closing Date, an Exchange Registration
      Statement on any form which may be utilized by the Company and the
      Guarantor and which shall permit the Exchange Offer and resales of
      Exchange Securities by broker-dealers during the Resale Period to be
      effected as contemplated by Section 2(a), and use their reasonable best
      efforts to cause such Exchange Registration Statement to become effective
      as soon as practicable thereafter, but no later than 180 days after the
      Closing Date;

         (ii) as soon as practicable prepare and file with the Commission such
      amendments and supplements to such Exchange Registration Statement and the
      prospectus included therein as may be necessary to effect and maintain the
      effectiveness of such Exchange Registration Statement for the periods and
      purposes contemplated in Section 2(a) hereof and as may be required by the
      applicable rules and regulations of the Commission and the instructions
      applicable to the form of such Exchange Registration Statement, and
      promptly provide each broker-dealer holding Exchange Securities with such
      number of copies of the prospectus included therein (as then amended or
      supplemented), in conformity in all material respects with the
      requirements of the Securities Act and the rules and regulations of the
      Commission thereunder, as such broker-dealer reasonably may request prior
      to the expiration of the Resale Period, for use in connection with resales
      of Exchange Securities;

         (iii) promptly notify each broker-dealer that has requested or received
      copies of the prospectus included in such registration statement, and
      confirm such advice in writing, (A) when such Exchange Registration
      Statement or the prospectus included therein or any prospectus amendment
      or supplement or post-effective amendment has been filed, and, with
      respect to such Exchange Registration Statement or any post-effective
      amendment, when the same has become effective, (B) of any comments by the
      Commission and by the blue sky or securities commissioner or regulator of
      any state with respect thereto or any request by the Commission for
      amendments or supplements to such Exchange Registration Statement or
      prospectus or for additional information, (C) of the issuance by the
      Commission of any stop order suspending the effectiveness of such Exchange
      Registration Statement or the initiation or threatening of any proceedings
      for that purpose of

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      which the Company or the Guarantor becomes aware, (D) if at any time the
      representations and warranties of the Company or the Guarantor
      contemplated by Section 5 cease to be true and correct in all material
      respects, (E) of the receipt by the Company or the Guarantor of any
      notification with respect to the suspension of the qualification of the
      Exchange Securities for sale in any jurisdiction or the initiation or
      threatening of any proceeding for such purpose, or (F) at any time during
      the Resale Period when a prospectus is required to be delivered under the
      Securities Act, that such Exchange Registration Statement, prospectus,
      prospectus amendment or supplement or post-effective amendment does not
      conform in all material respects to the applicable requirements of the
      Securities Act and the rules and regulations of the Commission thereunder
      or contains an untrue statement of a material fact or omits to state any
      material fact required to be stated therein or necessary to make the
      statements therein not misleading in light of the circumstances then
      existing;

         (iv) in the event that the Company or the Guarantor would be required,
      pursuant to Section 3(c)(iii)(F) above, to notify any broker-dealers
      holding Exchange Securities, as soon as practicable prepare and furnish to
      each such holder a reasonable number of copies of a prospectus
      supplemented or amended so that, as thereafter delivered to purchasers of
      such Exchange Securities during the Resale Period, such prospectus shall
      conform in all material respects to the applicable requirements of the
      Securities Act and the rules and regulations of the Commission thereunder
      and shall not contain an untrue statement of a material fact or omit to
      state a material fact required to be stated therein or necessary to make
      the statements therein not misleading in light of the circumstances then
      existing;

         (v) use its reasonable best efforts to obtain the withdrawal of any
      order suspending the effectiveness of such Exchange Registration Statement
      or any post-effective amendment thereto at the earliest practicable date;

         (vi) use its reasonable best efforts to (A) register or qualify the
      Exchange Securities under the securities laws or blue sky laws of such
      jurisdictions as are contemplated by Section 2(a) no later than the
      commencement of the Exchange Offer, (B) keep such registrations or
      qualifications in effect and comply in all material respects with such
      laws so as to permit the continuance of offers, sales and dealings therein
      in such jurisdictions until the expiration of the Resale Period and (C)
      take any and all other actions as may be reasonably necessary or advisable
      to enable each broker-dealer holding Exchange Securities to consummate the
      disposition thereof in such jurisdictions; provided, however, that neither
      the Company nor the Guarantor shall be required for any such purpose to
      (1) qualify as a foreign corporation in any jurisdiction wherein it would
      not otherwise be required to qualify but for the requirements of this
      Section 3(c)(vi), (2) consent to general service of process in any such
      jurisdiction, (3) make any changes to its memorandum of association or
      bye-laws or any agreement between it and its stockholders or (4) subject
      itself to taxation in any jurisdiction;

         (vii) use its reasonable best efforts to obtain the consent or approval
      of each governmental agency or authority, whether federal, state or local,
      which may be required to effect the Exchange Registration, the Exchange
      Offer and the offering and sale of Exchange Securities by broker-dealers
      during the Resale Period;

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         (viii) provide a CUSIP number for all Exchange Securities, not later
      than the applicable Effective Time; and

         (ix) comply in all material respects with all applicable rules and
      regulations of the Commission, and make generally available to its
      securityholders as soon as practicable but no later than eighteen months
      after the effective date of such Exchange Registration Statement, an
      earning statement of the Company and its subsidiaries complying with
      Section 11(a) of the Securities Act (including, at the option of the
      Company, Rule 158 thereunder).

      (d) In connection with the Company's and the Guarantor's obligations with
   respect to the Shelf Registration, if applicable, the Company and the
   Guarantor shall, as soon as practicable (or as otherwise specified):

         (i) prepare and file with the Commission, as soon as practicable but in
      any case within the time periods specified in Section 2(b), a Shelf
      Registration Statement on any form which may be utilized by the Company
      and the Guarantor and which shall register all of the Registrable
      Securities for resale by the holders thereof in accordance with such
      method or methods of disposition as may be specified by such of the
      holders as, from time to time, may be Electing Holders and use its
      reasonable best efforts to cause such Shelf Registration Statement to
      become effective as soon as practicable but in any case within the time
      periods specified in Section 2(b);

         (ii) not less than 30 calendar days prior to the Effective Time of the
      Shelf Registration Statement, mail the Notice and Questionnaire to the
      holders of Registrable Securities; no holder shall be entitled to be named
      as a selling securityholder in the Shelf Registration Statement as of the
      Effective Time, and no holder shall be entitled to use the prospectus
      forming a part thereof for resales of Registrable Securities at any time,
      unless such holder has returned a completed and signed Notice and
      Questionnaire to the Company and the Guarantor by the deadline for
      response set forth therein; provided, however, holders of Registrable
      Securities shall have at least 28 calendar days from the date on which the
      Notice and Questionnaire is first mailed to such holders to return a
      completed and signed Notice and Questionnaire to the Company and the
      Guarantor;

         (iii)after the Effective Time of the Shelf Registration Statement, upon
      the request of any holder of Registrable Securities that is not then an
      Electing Holder, promptly send a Notice and Questionnaire to such holder;
      provided that the Company and the Guarantor shall not be required to take
      any action to name such holder as a selling securityholder in the Shelf
      Registration Statement or to enable such holder to use the prospectus
      forming a part thereof for resales of Registrable Securities until such
      holder has returned a completed and signed Notice and Questionnaire to the
      Company and the Guarantor;

         (iv) as soon as practicable prepare and file with the Commission such
      amendments and supplements to such Shelf Registration Statement and the
      prospectus included therein as may be reasonably necessary to effect and
      maintain the effectiveness of such Shelf Registration Statement for the
      period specified in Section 2(b) hereof and as may be required by the
      applicable rules and regulations of the Commission and the instructions
      applicable to the form of such Shelf Registration Statement, and furnish
      to the Electing Holders copies of any such

                                       9
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      supplement or amendment simultaneously with or prior to its being used or
      filed with the Commission;

         (v) comply in all material respects with the provisions of the
      Securities Act with respect to the disposition of all of the Registrable
      Securities covered by such Shelf Registration Statement in accordance with
      the intended methods of disposition by the Electing Holders provided for
      in such Shelf Registration Statement;

         (vi) provide (A) the Electing Holders, (B) the underwriters (which
      term, for purposes of this Exchange and Registration Rights Agreement,
      shall include a person deemed to be an underwriter within the meaning of
      Section 2(a)(11) of the Securities Act), if any, thereof, (C) any sales or
      placement agent therefor, (D) counsel for any such underwriter or agent
      and (E) not more than one counsel for all the Electing Holders the
      reasonable opportunity to participate in the preparation of such Shelf
      Registration Statement, each prospectus included therein or filed with the
      Commission and each amendment or supplement thereto;

         (vii) for a reasonable period prior to the filing of such Shelf
      Registration Statement, and throughout the period specified in Section
      2(b), make available at reasonable times at the Company's or the
      Guarantor's principal place of business or such other reasonable place for
      inspection by the persons referred to in Section 3(d)(vi) who shall
      certify to the Company and the Guarantor that they have a current
      intention to sell the Registrable Securities pursuant to the Shelf
      Registration such financial and other information and books and records of
      the Company and the Guarantor, and use their reasonable best efforts to
      cause the officers, employees, counsel and independent certified public
      accountants of the Company and the Guarantor to respond to such inquiries,
      as shall be reasonably necessary, in the judgment of the respective
      counsel referred to in such Section, to conduct a reasonable investigation
      within the meaning of Section 11 of the Securities Act; provided, however,
      that each such party shall as a condition to obtaining any such
      information, books and records, agree in writing to maintain in confidence
      and not to disclose to any other person any information or records
      reasonably designated by the Company or the Guarantor as being
      confidential, until such time as (A) such information becomes a matter of
      public record (whether by virtue of its inclusion in such registration
      statement or otherwise), or (B) such person shall be required so to
      disclose such information pursuant to a subpoena or order of any court or
      other governmental agency or body having jurisdiction over the matter
      (subject to the requirements of such order, and only after such person
      shall have given the Company and the Guarantor prompt prior written notice
      of such requirement), or (C) such information is required to be, and is,
      set forth in such Shelf Registration Statement or the prospectus included
      therein or in an amendment to such Shelf Registration Statement or an
      amendment or supplement to such prospectus in order that such Shelf
      Registration Statement, prospectus, amendment or supplement, as the case
      may be, complies with applicable requirements of the federal securities
      laws and the rules and regulations of the Commission and does not contain
      an untrue statement of a material fact or omit to state therein a material
      fact required to be stated therein or necessary to make the statements
      therein not misleading in light of the circumstances then existing;

         (viii) promptly notify each of the Electing Holders, any sales or
      placement agent therefor and any underwriter thereof (which notification
      may be made through any

                                       10
<PAGE>

      managing underwriter that is a representative of such underwriter for such
      purpose) and confirm such advice in writing, (A) when such Shelf
      Registration Statement or the prospectus included therein or any
      prospectus amendment or supplement or post-effective amendment has been
      filed, and, with respect to such Shelf Registration Statement or any
      post-effective amendment, when the same has become effective, (B) of any
      comments by the Commission and by the blue sky or securities commissioner
      or regulator of any state with respect thereto or any request by the
      Commission for amendments or supplements to such Shelf Registration
      Statement or prospectus or for additional information, (C) of the issuance
      by the Commission of any stop order suspending the effectiveness of such
      Shelf Registration Statement or the initiation or threatening of any
      proceedings for that purpose of which the Company or the Guarantor becomes
      aware, (D) if at any time the representations and warranties of the
      Company and the Guarantor contemplated by Section 3(d)(xvii) or Section 5
      cease to be true and correct in all material respects, (E) of the receipt
      by the Company or the Guarantor of any notification with respect to the
      suspension of the qualification of the Registrable Securities for sale in
      any jurisdiction or the initiation or threatening of any proceeding for
      such purpose of which the Company or the Guarantor becomes aware, or (F)
      if at any time when a prospectus is required to be delivered under the
      Securities Act, that such Shelf Registration Statement, prospectus,
      prospectus amendment or supplement or post-effective amendment does not
      conform in all material respects to the applicable requirements of the
      Securities Act and the rules and regulations of the Commission thereunder
      or contains an untrue statement of a material fact or omits to state any
      material fact required to be stated therein or necessary to make the
      statements therein not misleading in light of the circumstances then
      existing;

         (ix) use their reasonable best efforts to obtain the withdrawal of any
      order suspending the effectiveness of such registration statement or any
      post-effective amendment thereto at the earliest practicable date;

         (x) if requested by any managing underwriter or underwriters, any
      placement or sales agent or any Electing Holder, promptly incorporate in a
      prospectus supplement or post-effective amendment such information as is
      required by the applicable rules and regulations of the Commission and as
      such managing underwriter or underwriters, such agent or such Electing
      Holder specifies should be included therein relating to the terms of the
      sale of such Registrable Securities, including information with respect to
      the principal amount of Registrable Securities being sold by such Electing
      Holder or agent or to any underwriters, the name and description of such
      Electing Holder, agent or underwriter, the offering price of such
      Registrable Securities and any discount, commission or other compensation
      payable in respect thereof, the purchase price being paid therefor by such
      underwriters and with respect to any other terms of the offering of the
      Registrable Securities to be sold by such Electing Holder or agent or to
      such underwriters; and make all required filings of such prospectus
      supplement or post-effective amendment promptly after notification of the
      matters to be incorporated in such prospectus supplement or post-effective
      amendment;

         (xi) furnish to each Electing Holder, each placement or sales agent, if
      any, therefor, each underwriter, if any, thereof and the respective
      counsel referred to in Section 3(d)(vi) an executed copy (or, in the case
      of an Electing Holder, a conformed copy) of such Shelf Registration
      Statement, each such amendment and supplement

                                       11
<PAGE>

      thereto (in each case including all exhibits thereto (in the case of an
      Electing Holder of Registrable Securities, upon request) and documents
      incorporated by reference therein) and such number of copies of such Shelf
      Registration Statement (excluding exhibits thereto and documents
      incorporated by reference therein unless specifically so requested by such
      Electing Holder, agent or underwriter, as the case may be) and of the
      prospectus included in such Shelf Registration Statement (including each
      preliminary prospectus and any summary prospectus), in conformity in all
      material respects with the applicable requirements of the Securities Act
      and the rules and regulations of the Commission thereunder, and such other
      documents, as such Electing Holder, agent, if any, and underwriter, if
      any, may reasonably request in order to facilitate the offering and
      disposition of the Registrable Securities owned by such Electing Holder,
      offered or sold by such agent or underwritten by such underwriter and to
      permit such Electing Holder, agent and underwriter to satisfy the
      prospectus delivery requirements of the Securities Act; and each of the
      Company and the Guarantor hereby consents to the use of such prospectus
      (including such preliminary and summary prospectus) and any amendment or
      supplement thereto by each such Electing Holder and by any such agent and
      underwriter, in each case in the form most recently provided to such
      person by the Company or the Guarantor, in connection with the offering
      and sale of the Registrable Securities covered by the prospectus
      (including such preliminary and summary prospectus) or any supplement or
      amendment thereto;

         (xii) use their reasonable best efforts to (A) register or qualify the
      Registrable Securities to be included in such Shelf Registration Statement
      under such securities laws or blue sky laws of such jurisdictions as any
      Electing Holder and each placement or sales agent, if any, therefor and
      underwriter, if any, thereof shall reasonably request, (B) keep such
      registrations or qualifications in effect and comply in all material
      respects with such laws so as to permit the continuance of offers, sales
      and dealings therein in such jurisdictions during the period the Shelf
      Registration is required to remain effective under Section 2(b) above and
      for so long as may be necessary to enable any such Electing Holder, agent
      or underwriter to complete its distribution of Securities pursuant to such
      Shelf Registration Statement and (C) take any and all other actions as may
      be reasonably necessary or advisable to enable each such Electing Holder,
      agent, if any, and underwriter, if any, to consummate the disposition in
      such jurisdictions of such Registrable Securities; provided, however, that
      neither the Company nor the Guarantor shall be required for any such
      purpose to (1) qualify as a foreign corporation in any jurisdiction
      wherein it would not otherwise be required to qualify but for the
      requirements of this Section 3(d)(xii), (2) consent to general service of
      process in any such jurisdiction (3) make any changes to its certificate
      of incorporation or by-laws or any agreement between it and its
      stockholders or (4) subject itself to taxation in any jurisdiction;

         (xiii) use their reasonable best efforts to obtain the consent or
      approval of each governmental agency or authority, whether federal, state
      or local, which may be required to effect the Shelf Registration or the
      offering or sale in connection therewith or to enable the selling holder
      or holders to offer, or to consummate the disposition of, their
      Registrable Securities;

         (xiv) unless any Registrable Securities shall be in book-entry only
      form, cooperate with the Electing Holders and the managing underwriters,
      if any, to facilitate the timely preparation and delivery of certificates
      representing Registrable

                                       12
<PAGE>

      Securities to be sold, which certificates, if so required by any
      securities exchange upon which any Registrable Securities are listed,
      shall be penned, lithographed or engraved, or produced by any combination
      of such methods, on steel engraved borders, and which certificates shall
      not bear any restrictive legends; and, in the case of an underwritten
      offering, enable such Registrable Securities to be in such denominations
      and registered in such names as the managing underwriters may reasonably
      request at least two business days prior to any sale of the Registrable
      Securities;

         (xv) provide a CUSIP number for all Registrable Securities, not later
      than the applicable Effective Time;

         (xvi)enter into one or more underwriting agreements, engagement
      letters, agency agreements, "best efforts" underwriting agreements or
      similar agreements, as appropriate, including customary provisions
      relating to indemnification and contribution, and take such other actions
      in connection therewith as any Electing Holders aggregating at least 20%
      in aggregate principal amount of Registrable Securities at the time
      outstanding shall reasonably request in order to expedite or facilitate
      the disposition of such Registrable Securities;

         (xvii) whether or not an agreement of the type referred to in Section
      3(d)(xvi) hereof is entered into and whether or not any portion of the
      offering contemplated by the Shelf Registration is an underwritten
      offering or is made through a placement or sales agent or any other
      entity, (A) make such representations and warranties to the Electing
      Holders and the placement or sales agent, if any, therefor and the
      underwriters, if any, thereof in form, substance and scope as are
      customarily made in connection with an offering of debt securities
      pursuant to any appropriate agreement or to a registration statement filed
      on the form applicable to the Shelf Registration; (B) obtain opinions of
      counsels to the Company and the Guarantor in customary form and covering
      such matters, of the type customarily covered by such opinions, as the
      managing underwriters, if any, or as any Electing Holders of at least 20%
      in aggregate principal amount of Registrable Securities at the time
      outstanding may reasonably request, addressed to such Electing Holder or
      Electing Holders and the placement or sales agent, if any, therefor and
      the underwriters, if any, thereof and dated the effective date of such
      Shelf Registration Statement (and if such Shelf Registration Statement
      contemplates an underwritten offering of a part or all of the Registrable
      Securities, dated the date of the closing under the underwriting agreement
      relating thereto) (it being agreed that the matters to be covered by such
      opinions shall include the due organization and good standing of the
      Company and the Guarantor and their respective subsidiaries; the due
      licensing as an insurer or reinsurer of the Company, the Guarantor and
      their respective subsidiaries; the due authorization, execution and
      delivery of the relevant agreement of

                                       13
<PAGE>

      the type referred to in Section 3(d)(xvi) hereof; the due authorization,
      issuance and delivery, and the validity, of the Securities and the
      Guarantees; the absence of material legal or governmental proceedings
      involving the Company, the Guarantor and their respective subsidiaries;
      the absence of a breach by the Company, the Guarantor or any of their
      respective subsidiaries of, or a default under, material agreements
      binding upon the Company, the Guarantor or any subsidiary of the Company
      or the Guarantor; the absence of governmental approvals required to be
      obtained in connection with the Shelf Registration, the offering and sale
      of the Registrable Securities, this Exchange and Registration Rights
      Agreement or any agreement of the type referred to in Section 3(d)(xvi)
      hereof, except such approvals as may be required under state securities,
      blue sky or insurance securities laws, or such consents, approvals,
      authorizations, registrations or qualifications as may be required and
      have been obtained; the material compliance as to form of such Shelf
      Registration Statement and any documents incorporated by reference therein
      with the requirements of the Securities Act and of the Indenture with the
      Trust Indenture Act and the rules and regulations of the Commission
      thereunder, respectively; and, as of the date of the opinions and of the
      Shelf Registration Statement or most recent post-effective amendment
      thereto, as the case may be, the absence from such Shelf Registration
      Statement and the prospectus included therein, as then amended or
      supplemented, and from the documents incorporated by reference therein (in
      each case other than the financial statements and other financial
      information contained therein) of an untrue statement of a material fact
      or the omission to state therein a material fact necessary to make the
      statements therein not misleading (in the case of such documents, in the
      light of the circumstances existing at the time that such documents were
      filed with the Commission under the Exchange Act)); (C) obtain a "cold
      comfort" letter or letters from the independent certified public
      accountants of the Company and the Guarantor addressed to the selling
      Electing Holders, the placement or sales agent, if any, therefor or the
      underwriters, if any, thereof, dated (i) the effective date of such Shelf
      Registration Statement and (ii) the effective date of any prospectus
      supplement to the prospectus included in such Shelf Registration Statement
      or post-effective amendment to such Shelf Registration Statement which
      includes unaudited or audited financial statements as of a date or for a
      period subsequent to that of the latest such statements included in such
      prospectus (and, if such Shelf Registration Statement contemplates an
      underwritten offering pursuant to any prospectus supplement to the
      prospectus included in such Shelf Registration Statement or post-effective
      amendment to such Shelf Registration Statement which includes unaudited or
      audited financial statements as of a date or for a period subsequent to
      that of the latest such statements included in such prospectus, dated the
      date of the closing under the underwriting agreement relating thereto),
      such letter or letters to be in customary form and covering such matters
      of the type customarily covered by letters of such type; (D) deliver such
      documents and certificates, including officers' certificates, as may be
      reasonably requested by any Electing Holders of at least 20% in aggregate
      principal amount of Registrable Securities at the time outstanding or the
      placement or sales agent, if any, therefor and the managing underwriters,
      if any, thereof to evidence the accuracy of the representations and
      warranties made pursuant to clause (A) above or those contained in Section
      5(a) hereof and the compliance with or satisfaction of any agreements or
      conditions contained in the underwriting agreement or other agreement
      entered into by the Company or the Guarantor; and (E) undertake such
      obligations relating to expense reimbursement, indemnification and
      contribution as are provided in Section 6 hereof;

         (xviii) notify in writing each holder of Registrable Securities of any
      proposal by the Company or the Guarantor to amend or waive any provision
      of this Exchange and Registration Rights Agreement pursuant to Section
      9(h) hereof and of any amendment or waiver effected pursuant thereto, each
      of which notices shall contain the text of the amendment or waiver
      proposed or effected, as the case may be;

         (xix) in the event that any broker-dealer registered under the Exchange
      Act shall underwrite any Registrable Securities or participate as a member
      of an underwriting

                                       14
<PAGE>

      syndicate or selling group or "assist in the distribution" (within the
      meaning of the Conduct Rules (the "Conduct Rules) of the National
      Association of Securities Dealers, Inc. ("NASD") or any successor thereto,
      as amended from time to time) thereof, whether as a holder of such
      Registrable Securities or as an underwriter, a placement or sales agent or
      a broker or dealer in respect thereof, or otherwise, assist such
      broker-dealer in complying with the requirements of such Conduct Rules,
      including by (A) if such Conduct Rules shall so require, engaging a
      "qualified independent underwriter" (as defined in such Conduct Rules) to
      participate in the preparation of the Shelf Registration Statement
      relating to such Registrable Securities, to exercise usual standards of
      due diligence in respect thereto and, if any portion of the offering
      contemplated by such Shelf Registration Statement is an underwritten
      offering or is made through a placement or sales agent, to recommend the
      yield of such Registrable Securities, (B) indemnifying any such qualified
      independent underwriter to the extent of the indemnification of
      underwriters provided in Section 6 hereof (or to such other customary
      extent as may be requested by such underwriter), and (C) providing such
      information to such broker-dealer as may be required in order for such
      broker-dealer to comply with the requirements of the Conduct Rules; and

         (xx) comply in all material respects with all applicable rules and
      regulations of the Commission, and make generally available to its
      securityholders as soon as practicable but in any event not later than
      eighteen months after the effective date of such Shelf Registration
      Statement, an earning statement of the Guarantor and its subsidiaries
      complying with Section 11(a) of the Securities Act (including, at the
      option of the Company, Rule 158 thereunder).

      (e) In the event that the Company and the Guarantor would be required,
   pursuant to Section 2(b) or Section 3(d)(viii)(F) above, to notify the
   Electing Holders, the placement or sales agent, if any, therefor and the
   managing underwriters, if any, thereof, the Company and the Guarantor shall
   without delay prepare and furnish to each of the Electing Holders, to each
   placement or sales agent, if any, and to each such underwriter, if any, a
   reasonable number of copies of a prospectus supplemented or amended so that,
   as thereafter delivered to purchasers of Registrable Securities, such
   prospectus shall conform in all material respects to the applicable
   requirements of the Securities Act and the rules and regulations of the
   Commission thereunder and shall not contain an untrue statement of a material
   fact or omit to state a material fact required to be stated therein or
   necessary to make the statements therein not misleading in light of the
   circumstances then existing. Each Electing Holder agrees that upon receipt of
   any notice (a "notice of suspension") from the Company and the Guarantor
   pursuant to Section 2(b) or Section 3(d)(viii)(F) hereof, such Electing
   Holder shall forthwith discontinue the disposition of Registrable Securities
   pursuant to the Shelf Registration Statement applicable to such Registrable
   Securities until such Electing Holder shall have received (i) in the case of
   a notice of suspension pursuant to Section 2(b) hereof, notice of termination
   of such suspension or (ii) in the case of a notice of suspension pursuant to
   Section 3(d)(viii)(F) hereof, copies of such amended or supplemented
   prospectus, and if so directed by the Company and the Guarantor, such
   Electing Holder shall deliver to the Company and the Guarantor (at the
   Company's and the Guarantor's expense) all copies, other than permanent file
   copies, then in such Electing Holder's possession of the prospectus covering
   such Registrable Securities at the time of receipt of a notice of suspension.
   The period of effectiveness of the Shelf Registration

                                       15
<PAGE>

   Statement provided for in Section 2(b) hereof shall be extended by the number
   of days in any period of suspension.

      (f) In the event of a Shelf Registration, in addition to the information
   required to be provided by each Electing Holder in its Notice Questionnaire,
   the Company and the Guarantor may require such Electing Holder to furnish to
   the Company and the Guarantor such additional information regarding such
   Electing Holder and such Electing Holder's intended method of distribution of
   Registrable Securities as may be required in order to comply with the
   Securities Act. Each such Electing Holder agrees to notify the Company and
   the Guarantor in writing as promptly as practicable of any inaccuracy or
   change in information previously furnished by such Electing Holder to the
   Company and the Guarantor or of the occurrence of any event in either case as
   a result of which any prospectus relating to such Shelf Registration contains
   or would contain an untrue statement of a material fact regarding such
   Electing Holder or such Electing Holder's intended method of disposition of
   such Registrable Securities or omits to state any material fact regarding
   such Electing Holder or such Electing Holder's intended method of disposition
   of such Registrable Securities required to be stated therein or necessary to
   make the statements therein not misleading in light of the circumstances then
   existing, and promptly to furnish to the Company and the Guarantor in writing
   any additional information required to correct and update any previously
   furnished information or required so that such prospectus shall not contain,
   with respect to such Electing Holder or the disposition of such Registrable
   Securities, an untrue statement of a material fact or omit to state a
   material fact required to be stated therein or necessary to make the
   statements therein not misleading in light of the circumstances then
   existing.

      (g) Until the expiration of two years after the Closing Date, the Company
   and the Guarantor will not, and will not permit any of their "affiliates" (as
   defined in Rule 144) to, resell any of the Securities that have been
   reacquired by any of them except pursuant to an effective registration
   statement under the Securities Act.

         4. Registration Expenses.

         The Company and the Guarantor, jointly and severally (but without
duplication) agree to bear and to pay or cause to be paid promptly all expenses
incident to the Company's and the Guarantor's performance of or compliance with
this Exchange and Registration Rights Agreement, including (a) all Commission
and any NASD registration, filing and review fees and expenses including
reasonable fees and disbursements of counsel for the placement or sales agent or
underwriters in connection with such registration, filing and review, (b) all
fees and expenses in connection with the qualification of the Securities for
offering and sale under the State securities and blue sky laws referred to in
Section 3(d)(xii) hereof and determination of their eligibility for investment
under the laws of such jurisdictions as any managing underwriters or the
Electing Holders may designate, including any reasonable fees and disbursements
of counsel for the Electing Holders or underwriters in connection with such
qualification and determination, (c) all expenses relating to the preparation,
printing, production, distribution and reproduction of each registration
statement required to be filed hereunder, each prospectus included therein or
prepared for distribution pursuant hereto, each amendment or supplement to the
foregoing, the expenses of preparing the Securities for delivery and the
expenses of printing or producing any underwriting agreements, agreements among
underwriters, selling agreements and blue sky or legal investment memoranda and
all other documents in connection with the offering, sale or delivery of
Securities to be disposed of (including certificates representing the
Securities), (d) messenger, telephone and delivery expenses

                                       16
<PAGE>

relating to the offering, sale or delivery of Securities and the preparation of
documents referred in clause (c) above, (e) fees and expenses of the Trustee
under the Indenture, any agent of the Trustee and any counsel for the Trustee
and of any collateral agent or custodian, (f) internal expenses (including all
salaries and expenses of the Company's and the Guarantor's officers and
employees performing legal or accounting duties), (g) fees, disbursements and
expenses of counsel and independent certified public accountants of the Company
and the Guarantor (including the expenses of any opinions or "cold comfort"
letters required by or incident to such performance and compliance), (h) fees,
disbursements and expenses of any "qualified independent underwriter" engaged
pursuant to Section 3(d)(xix) hereof, (i) reasonable fees, disbursements and
expenses of one counsel for the Electing Holders retained in connection with a
Shelf Registration, as selected by the Electing Holders of at least a majority
in aggregate principal amount of the Registrable Securities held by Electing
Holders (which counsel shall be reasonably satisfactory to the Company and the
Guarantor), (j) any fees charged by securities rating services for rating the
Securities, and (k) fees, expenses and disbursements of any other persons,
including special experts, retained by the Company and the Guarantor in
connection with such registration (collectively, the "Registration Expenses").
To the extent that any Registration Expenses are incurred, assumed or paid by
any holder of Registrable Securities or any placement or sales agent therefor or
underwriter thereof, the Company and the Guarantor (without duplication) shall
reimburse such person for the full amount of the Registration Expenses so
incurred, assumed or paid promptly after receipt of a request therefor and
reasonable supporting documentation. Notwithstanding the foregoing, the holders
of the Registrable Securities being registered shall pay all agency fees and
commissions and underwriting discounts and commissions attributable to the sale
of such Registrable Securities and the fees and disbursements of any counsel or
other advisors or experts retained by such holders (severally or jointly), other
than the counsel and experts specifically referred to above.

         5. Representations and Warranties.

         Each of the Company and the Guarantor represents and warrants to, and
agrees with, the Remarketing Agents and each of the holders from time to time of
Registrable Securities that:

      (a) Each registration statement covering Registrable Securities and each
   prospectus (including any preliminary or summary prospectus) contained
   therein or furnished pursuant to Section 3(d) or Section 3(c) hereof and any
   further amendments or supplements to any such registration statement or
   prospectus, when it becomes effective or is filed with the Commission, as the
   case may be, and, in the case of an underwritten offering of Registrable
   Securities, at the time of the closing under the underwriting agreement
   relating thereto, will conform in all material respects to the requirements
   of the Securities Act and the rules and regulations of the Commission
   thereunder and will not contain an untrue statement of a material fact or
   omit to state a material fact required to be stated therein or necessary to
   make the statements therein not misleading; and at all times subsequent to
   the Effective Time when a prospectus would be required to be delivered under
   the Securities Act, other than from (i) such time as a notice has been given
   to holders of Registrable Securities pursuant to Section 3(d)(viii)(F) or
   Section 3(c)(iii)(F) hereof until (ii) such time as the Company and the
   Guarantor furnish an amended or supplemented prospectus pursuant to Section
   3(e) or Section 3(c)(iv) hereof, each such registration statement, and each
   prospectus (including any summary prospectus) contained therein or furnished
   pursuant to Section 3(d) or Section 3(c) hereof, as then amended or
   supplemented, will conform in all material respects to the requirements of
   the Securities Act and the Trust Indenture Act and the rules and regulations
   of the Commission thereunder and will not contain an untrue

                                       17
<PAGE>

   statement of a material fact or omit to state a material fact required to be
   stated therein or necessary to make the statements therein not misleading in
   the light of the circumstances then existing; provided, however, that this
   representation and warranty shall not apply to any statements or omissions
   made in reliance upon and in conformity with information furnished in writing
   to the Company or the Guarantor by a holder of Registrable Securities
   expressly for use therein.

      (b) Any documents incorporated by reference in any prospectus referred to
   in Section 5(a) hereof, when they become or became effective or are or were
   filed with the Commission, as the case may be, will conform or conformed in
   all material respects to the requirements of the Securities Act or the
   Exchange Act, as applicable, and none of such documents will contain or
   contained an untrue statement of a material fact or will omit or omitted to
   state a material fact required to be stated therein or necessary to make the
   statements therein not misleading; provided, however, that this
   representation and warranty shall not apply to any statements or omissions
   made in reliance upon and in conformity with information furnished in writing
   to the Company or the Guarantor by a holder of Registrable Securities
   expressly for use therein.

      (c) The compliance by the Company and the Guarantor with all of the
   provisions of this Exchange and Registration Rights Agreement and the
   consummation of the transactions herein contemplated will not conflict with
   or result in a breach of any of the terms or provisions of, or constitute a
   default under or give rise to a right of termination under (i) the memorandum
   of association or bye-laws or other organizational document of the Company or
   the Guarantor or any of their respective subsidiaries, (ii) any indenture,
   mortgage, deed of trust, loan agreement or other agreement or instrument to
   which the Company, the Guarantor or any of their respective subsidiaries is a
   party or by which the Company, the Guarantor or any of their respective
   subsidiaries is bound or to which any of the properties or assets of the
   Company, the Guarantor or any of their respective subsidiaries is subject, or
   (iii) any statute or any order, rule or regulation of any court or
   governmental agency or body having jurisdiction over the Company, the
   Guarantor or any of their respective subsidiaries or any of their respective
   properties, other than, in the case of clause (ii) or (iii), such conflicts,
   breaches, violations, defaults and termination rights which (A) would not,
   individually or in the aggregate, have a material adverse effect on the
   consolidated financial position, shareholders' equity or results of
   operations of the Guarantor and its subsidiaries, taken as a whole, (B)
   affect the offering and distribution of the Securities, or (C) would not
   adversely affect the consummation of the transactions contemplated hereunder;
   and no consent, approval, authorization, order, registration or qualification
   of or with any such court or governmental agency or body is required for the
   consummation by the Company and the Guarantor of the transactions
   contemplated by this Exchange and Registration Rights Agreement, except (i)
   the registration under the Securities Act of the Securities, and
   qualification of the Indenture under the Trust Indenture Act, (ii) such
   consents, approvals, authorizations, registrations or qualifications as may
   be required under state securities, blue sky or insurance securities laws in
   connection with the offering and distribution of the Securities, (iii) such
   consents, approvals, authorizations, registrations or qualifications as may
   be required and have been obtained from the Bermuda Monetary Authority, and
   (iv) such consents, approvals, authorizations, registrations or
   qualifications the failure of which to obtain or make would not, individually
   or in the aggregate have a material adverse effect on the consolidated
   financial position, shareholders' equity or results of operations of the
   Guarantor and its subsidiaries, taken as a whole, or affect the offering and
   distribution of the Securities.

                                       18
<PAGE>

      (d) This Exchange and Registration Rights Agreement has been duly
   authorized, executed and delivered by each of the Company and the Guarantor.

         6. Indemnification.

      (a) Indemnification by the Company and the Guarantor. The Company and the
   Guarantor, jointly and severally, will indemnify and hold harmless each of
   the holders of Registrable Securities included in an Exchange Registration
   Statement, each of the Electing Holders of Registrable Securities included in
   a Shelf Registration Statement and each person who participates as a
   placement or sales agent or as an underwriter in any offering or sale of such
   Registrable Securities against any losses, claims, damages or liabilities,
   joint or several, to which such holder, agent or underwriter may become
   subject under the Securities Act or otherwise, insofar as such losses,
   claims, damages or liabilities (or actions in respect thereof) arise out of
   or are based upon an untrue statement or alleged untrue statement of a
   material fact contained in any Exchange Registration Statement or Shelf
   Registration Statement, as the case may be, under which such Registrable
   Securities were registered under the Securities Act, or any preliminary,
   final or summary prospectus contained therein or furnished by the Company and
   the Guarantor to any such holder, Electing Holder, agent or underwriter, or
   any amendment or supplement thereto, or arise out of or are based upon the
   omission or alleged omission to state therein a material fact required to be
   stated therein or necessary to make the statements therein not misleading,
   and will reimburse such holder, such Electing Holder, such agent and such
   underwriter for any legal or other expenses reasonably incurred by them in
   connection with investigating or defending any such action or claim as such
   expenses are incurred; provided, however, that neither the Company nor the
   Guarantor shall be liable to any such person in any such case to the extent
   that any such loss, claim, damage or liability arises out of or is based upon
   an untrue statement or alleged untrue statement or omission or alleged
   omission made in such registration statement, or preliminary, final or
   summary prospectus, or amendment or supplement thereto, in reliance upon and
   in conformity with written information furnished to the Company or the
   Guarantor by such person expressly for use therein.

      (b) Indemnification by the Holders and any Agents and Underwriters. The
   Company or the Guarantor may require, as a condition to including any
   Registrable Securities in any registration statement filed pursuant to
   Section 2(b) hereof and to entering into any underwriting agreement with
   respect thereto, that the Company and the Guarantor shall have received an
   undertaking reasonably satisfactory to it from the Electing Holder of such
   Registrable Securities and from each underwriter named in any such
   underwriting agreement, severally and not jointly, to (i) indemnify and hold
   harmless the Company, the Guarantor, and all other holders of Registrable
   Securities, against any losses, claims, damages or liabilities to which the
   Company, the Guarantor or such other holders of Registrable Securities may
   become subject, under the Securities Act or otherwise, insofar as such
   losses, claims, damages or liabilities (or actions in respect thereof) arise
   out of or are based upon an untrue statement or alleged untrue statement of a
   material fact contained in such registration statement, or any preliminary,
   final or summary prospectus contained therein or furnished by the Company and
   the Guarantor to any such Electing Holder, agent or underwriter, or any
   amendment or supplement thereto, or arise out of or are based upon the
   omission or alleged omission to state therein a material fact required to be
   stated therein or necessary to make the statements therein not misleading, in
   each case to the extent, but only to the extent, that such untrue statement
   or alleged untrue statement or omission or alleged omission was made in
   reliance upon and in conformity with written information furnished to the
   Company or the Guarantor by such Electing Holder or

                                       19
<PAGE>

   underwriter expressly for use therein, and (ii) reimburse the Company and the
   Guarantor for any legal or other expenses reasonably incurred by the Company
   and the Guarantor in connection with investigating or defending any such
   action or claim as such expenses are incurred; provided, however, that no
   such Electing Holder shall be required to undertake liability to any person
   under this Section 6(b) for any amounts in excess of the dollar amount of the
   proceeds to be received by such Electing Holder from the sale of such
   Electing Holder's Registrable Securities pursuant to such registration.

      (c) Notices of Claims, Etc. Promptly after receipt by an indemnified party
   under subsection (a) or (b) above of written notice of the commencement of
   any action, such indemnified party shall, if a claim in respect thereof is to
   be made against an indemnifying party pursuant to the indemnification
   provisions of or contemplated by this Section 6, notify such indemnifying
   party in writing of the commencement of such action; provided, however, that
   the omission to notify the indemnifying party shall not relieve it from any
   liability which it may have to any indemnified party except to the extent it
   has been materially prejudiced thereby, and in any event it shall not relieve
   it from any liability otherwise than under the indemnification provisions of
   or contemplated by Section 6(a) or 6(b) hereof. In case any such action shall
   be brought against any indemnified party and it shall notify an indemnifying
   party of the commencement thereof, such indemnifying party shall be entitled
   to participate therein and, to the extent that it shall wish, jointly with
   any other indemnifying party similarly notified, to assume the defense
   thereof, with counsel reasonably satisfactory to such indemnified party (who
   shall not, except with the consent of the indemnified party, be counsel to
   the indemnifying party), and, after notice from the indemnifying party to
   such indemnified party of its election so to assume the defense thereof, such
   indemnifying party shall not be liable to such indemnified party for any
   legal expenses of other counsel or any other expenses, in each case
   subsequently incurred by such indemnified party, in connection with the
   defense thereof other than reasonable costs of investigation. No indemnifying
   party shall, without the written consent of the indemnified party, effect the
   settlement or compromise of, or consent to the entry of any judgment with
   respect to, any pending or threatened action or claim in respect of which
   indemnification or contribution may be sought hereunder (whether or not the
   indemnified party is an actual or potential party to such action or claim)
   unless such settlement, compromise or judgment (i) includes an unconditional
   release of the indemnified party from all liability arising out of such
   action or claim and (ii) does not include a statement as to or an admission
   of fault, culpability or a failure to act by or on behalf of any indemnified
   party.

      (d) Contribution. If for any reason the indemnification provisions
   contemplated by Section 6(a) or Section 6(b) are unavailable to or
   insufficient to hold harmless an indemnified party in respect of any losses,
   claims, damages or liabilities (or actions in respect thereof) referred to
   therein, then each indemnifying party shall contribute to the amount paid or
   payable by such indemnified party as a result of such losses, claims, damages
   or liabilities (or actions in respect thereof) in such proportion as is
   appropriate to reflect the relative fault of the indemnifying party and the
   indemnified party in connection with the statements or omissions which
   resulted in such losses, claims, damages or liabilities (or actions in
   respect thereof), as well as any other relevant equitable considerations. The
   relative fault of such indemnifying party and indemnified party shall be
   determined by reference to, among other things, whether the untrue or alleged
   untrue statement of a material fact or omission or alleged omission to state
   a material fact relates to information supplied by such indemnifying party or
   by such indemnified party, and the parties' relative intent, knowledge,
   access to information and opportunity to correct or prevent such statement or
   omission. The parties hereto agree that it would not be just and

                                       20
<PAGE>

   equitable if contributions pursuant to this Section 6(d) were determined by
   pro rata allocation (even if the holders or any agents or underwriters or all
   of them were treated as one entity for such purpose) or by any other method
   of allocation which does not take account of the equitable considerations
   referred to in this Section 6(d). The amount paid or payable by an
   indemnified party as a result of the losses, claims, damages, or liabilities
   (or actions in respect thereof) referred to above shall be deemed to include
   any legal or other fees or expenses reasonably incurred by such indemnified
   party in connection with investigating or defending any such action or claim.
   Notwithstanding the provisions of this Section 6(d), no holder shall be
   required to contribute any amount in excess of the amount by which the dollar
   amount of the proceeds received by such holder from the sale of any
   Registrable Securities (after deducting any fees, discounts and commissions
   applicable thereto) exceeds the amount of any damages which such holder has
   otherwise been required to pay by reason of such untrue or alleged untrue
   statement or omission or alleged omission, and no underwriter shall be
   required to contribute any amount in excess of the amount by which the total
   price at which the Registrable Securities underwritten by it and distributed
   to the public were offered to the public exceeds the amount of any damages
   which such underwriter has otherwise been required to pay by reason of such
   untrue or alleged untrue statement or omission or alleged omission. No person
   guilty of fraudulent misrepresentation (within the meaning of Section 11(f)
   of the Securities Act) shall be entitled to contribution from any person who
   was not guilty of such fraudulent misrepresentation. The holders' and any
   underwriters' obligations in this Section 6(d) to contribute shall be several
   in proportion to the principal amount of Registrable Securities registered or
   underwritten, as the case may be, by them and not joint.

      (e) The obligations of the Company and the Guarantor under this Section 6
   shall be in addition to any liability which the Company or the Guarantor may
   otherwise have and shall extend, upon the same terms and conditions, to each
   officer, director and partner of each holder, agent and underwriter and each
   person, if any, who controls any holder, agent or underwriter within the
   meaning of the Securities Act; and the obligations of the holders and any
   agents or underwriters contemplated by this Section 6 shall be in addition to
   any liability which the respective holder, agent or underwriter may otherwise
   have and shall extend, upon the same terms and conditions, to each officer
   and director of the Company or the Guarantor (including any person who, with
   his consent, is named in any registration statement as about to become a
   director of the Company or the Guarantor) and to each person, if any, who
   controls the Company within the meaning of the Securities Act.

         7. Underwritten Offerings.

      (a) Selection of Underwriters. If any of the Registrable Securities
   covered by the Shelf Registration are to be sold pursuant to an underwritten
   offering, the managing underwriter or underwriters thereof shall be
   designated by Electing Holders holding at least a majority in aggregate
   principal amount of the Registrable Securities to be included in such
   offering, provided that such designated managing underwriter or underwriters
   is or are reasonably acceptable to the Company and the Guarantor.

      (b) Participation by Holders. Each holder of Registrable Securities hereby
   agrees with each other such holder that no such holder may participate in any
   underwritten offering hereunder unless such holder (i) agrees to sell such
   holder's Registrable Securities on the basis provided in any underwriting
   arrangements approved by the persons entitled hereunder to approve such
   arrangements and (ii) completes and executes all

                                       21
<PAGE>

   questionnaires, powers of attorney, indemnities, underwriting agreements and
   other documents reasonably required under the terms of such underwriting
   arrangements.

         8. Rule 144.

         Each of the Company and the Guarantor covenants to the holders of
Registrable Securities that to the extent it shall be required to do so under
the Exchange Act, the Company and the Guarantor shall timely file the reports
required to be filed by it under the Exchange Act or the Securities Act
(including the reports under Section 13 and 15(d) of the Exchange Act referred
to in subparagraph (c)(1) of Rule 144 adopted by the Commission under the
Securities Act) and the rules and regulations adopted by the Commission
thereunder, and shall take such further action as any holder of Registrable
Securities may reasonably request, all to the extent required from time to time
to enable such holder to sell Registrable Securities without registration under
the Securities Act within the limitations of the exemption provided by Rule 144
under the Securities Act, as such Rule may be amended from time to time, or any
similar or successor rule or regulation hereafter adopted by the Commission.
Upon the request of any holder of Registrable Securities in connection with that
holder's sale pursuant to Rule 144, the Company and the Guarantor shall deliver
to such holder a written statement as to whether it has complied with such
requirements.

         9. Miscellaneous.

      (a) No Inconsistent Agreements. Each of the Company and the Guarantor
   represents, warrants, covenants and agrees that it has not granted, and shall
   not grant, registration rights with respect to Registrable Securities or any
   other securities which would be inconsistent with the terms contained in this
   Exchange and Registration Rights Agreement.

      (b) Specific Performance. The parties hereto acknowledge that there would
   be no adequate remedy at law if the Company and the Guarantor fail to perform
   any of their respective obligations hereunder and that the Remarketing Agents
   and the holders from time to time of the Registrable Securities may be
   irreparably harmed by any such failure, and accordingly agree that the
   Remarketing Agents and such holders, in addition to any other remedy to which
   they may be entitled at law or in equity, shall be entitled to compel
   specific performance of the obligations of the Company and the Guarantor
   under this Exchange and Registration Rights Agreement in accordance with the
   terms and conditions of this Exchange and Registration Rights Agreement, in
   any court of the United States or any State thereof having jurisdiction.

      (c) Notices. All notices, requests, claims, demands, waivers and other
   communications hereunder shall be in writing and shall be deemed to have been
   duly given when delivered by hand, if delivered personally or by courier, or
   three days after being deposited in the mail (registered or certified mail,
   postage prepaid, return receipt requested) as follows: If to the Company, to
   it at 2 World Financial Center, 225 Liberty Street, 23rd Floor, New York, New
   York 10281, Attention: Secretary, if to the Guarantor, to it at The Belvedere
   Building, 69 Pitts Bay Road, Pembroke, Bermuda HM 08, Bermuda, Attention:
   Secretary, and if to a holder, to the address of such holder set forth in the
   security register or other records of the Company, or to such other address
   as the Company, the Guarantor or any such holder may have furnished to the
   other in writing in accordance herewith except that notices of change of
   address shall be effective only upon receipt.

                                       22
<PAGE>

      (d) Parties in Interest. All the terms and provisions of this Exchange and
   Registration Rights Agreement shall be binding upon, shall inure to the
   benefit of and shall be enforceable by the parties hereto and the holders
   from time to time of the Registrable Securities and the respective successors
   and assigns of the parties hereto and such holders, and the provisions of
   Section 6 herein shall apply to, and be enforceable by, the persons specified
   therein. In the event that any transferee of any holder of Registrable
   Securities shall acquire Registrable Securities, in any manner, whether by
   gift, bequest, purchase, operation of law or otherwise, such transferee
   shall, without any further writing or action of any kind, be deemed a
   beneficiary hereof for all purposes and such Registrable Securities shall be
   held subject to all of the terms of this Exchange and Registration Rights
   Agreement, and by taking and holding such Registrable Securities such
   transferee shall be entitled to receive the benefits of, and be conclusively
   deemed to have agreed to be bound by all of the applicable terms and
   provisions of this Exchange and Registration Rights Agreement. If the Company
   or the Guarantor shall so request, any such successor, assign or transferee
   shall agree in writing to acquire and hold the Registrable Securities subject
   to all of the applicable terms hereof.

      (e) Survival. The respective indemnities, agreements, representations,
   warranties and each other provision set forth in this Exchange and
   Registration Rights Agreement or made pursuant hereto shall remain in full
   force and effect regardless of any investigation (or statement as to the
   results thereof) made by or on behalf of any holder of Registrable
   Securities, any director, officer or partner of such holder, any agent or
   underwriter or any director, officer or partner thereof, or any controlling
   person of any of the foregoing, and shall survive delivery of and payment for
   the Registrable Securities pursuant to the Remarketing Agreement and the
   transfer and registration of Registrable Securities by such holder and the
   consummation of an Exchange Offer.

      (F) GOVERNING LAW. THIS EXCHANGE AND REGISTRATION RIGHTS AGREEMENT SHALL
   BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW
   YORK WITHOUT REGARD TO THE CONFLICTS OF LAWS RULES OF SUCH STATE.

      (g) Headings. The descriptive headings of the several Sections and
   paragraphs of this Exchange and Registration Rights Agreement are inserted
   for convenience only, do not constitute a part of this Exchange and
   Registration Rights Agreement and shall not affect in any way the meaning or
   interpretation of this Exchange and Registration Rights Agreement.

      (h) Entire Agreement; Amendments. This Exchange and Registration Rights
   Agreement and the other writings referred to herein (including the Indenture
   and the form of Securities) or delivered pursuant hereto which form a part
   hereof contain the entire understanding of the parties with respect to its
   subject matter. This Exchange and Registration Rights Agreement supersedes
   all prior agreements and understandings between the parties with respect to
   its subject matter. This Exchange and Registration Rights Agreement may be
   amended and the observance of any term of this Exchange and Registration
   Rights Agreement may be waived (either generally or in a particular instance
   and either retroactively or prospectively) only by a written instrument duly
   executed by the Company, the Guarantor and the holders of at least a majority
   in aggregate principal amount of the Registrable Securities at the time
   outstanding. Each holder of any Registrable Securities at the time or
   thereafter outstanding shall be bound by any amendment or waiver effected
   pursuant to this Section 9(h), whether or not any notice,

                                       23
<PAGE>

   writing or marking indicating such amendment or waiver appears on such
   Registrable Securities or is delivered to such holder.

      (i) Inspection. For so long as this Exchange and Registration Rights
   Agreement shall be in effect, this Exchange and Registration Rights Agreement
   and a complete list of the names and addresses of all the holders of
   Registrable Securities shall be made available for inspection and copying on
   any business day by any holder of Registrable Securities for proper purposes
   only (which shall include any purpose related to the rights of the holders of
   Registrable Securities under the Securities, the Indenture and this
   Agreement) at the offices of the Company at the address thereof set forth in
   Section 9(c) above and at the office of the Trustee under the Indenture.

      (j) Counterparts. This agreement may be executed by the parties in
   counterparts, each of which shall be deemed to be an original, but all such
   respective counterparts shall together constitute one and the same
   instrument.

                                       24
<PAGE>

      If the foregoing is in accordance with your understanding, please sign and
return to us counterparts hereof, and upon the acceptance hereof by you, this
letter and such acceptance hereof shall constitute a binding agreement among the
Remarketing Agents, the Guarantor and the Company.

                                    Very truly yours,

                                    PLATINUM UNDERWRITERS FINANCE, INC.

                                    By: /s/ Gregory E.A. Morrison
                                        ----------------------------------------
                                         Name: Gregory E.A. Morrison
                                         Title: President and Chief Executive
                                         Officer

                                    PLATINUM UNDERWRITERS HOLDINGS, LTD.

                                    By: /s/  Gregory E.A. Morrison
                                        ----------------------------------------
                                        Name: Gregory E.A. Morrison
                                        Title: President and Chief Executive
                                        Officer

                                       25

<PAGE>

Accepted as of the date hereof:

GOLDMAN, SACHS & CO.

By: /s/  Goldman, Sachs & Co.
    Name:
    Title:

                                       26

<PAGE>

Accepted as of the date hereof:

MERRILL LYNCH & CO.
MERRILL LYNCH, PIERCE, FENNER & SMITH
                       INCORPORATED,

By: : /s/ Paul Brown
      ---------------------------------
      Name: Paul Brown
      Title: Director

                                       27

<PAGE>

                                                                       EXHIBIT A

                       PLATINUM UNDERWRITERS FINANCE, INC.

                         INSTRUCTION TO DTC PARTICIPANTS

                                (Date of Mailing)

                     URGENT - IMMEDIATE ATTENTION REQUESTED

                        DEADLINE FOR RESPONSE: [DATE] *

The Depository Trust Company ("DTC") has identified you as a DTC Participant
through which beneficial interests in Platinum Underwriters Finance, Inc., a
Delaware company (the "Company"), 6.371% Senior Guaranteed Notes due November
16, 2007 (the "Securities") are held.

The Company is in the process of registering the Securities under the Securities
Act of 1933, as amended for resale by the beneficial owners thereof. In order to
have their Securities included in the registration statement, beneficial owners
must complete and return the enclosed Notice of Registration Statement and
Selling Securityholder Questionnaire.

It is important that beneficial owners of the Securities receive a copy of the
enclosed materials as soon as possible as their rights to have the Securities
included in the registration statement depend upon their returning the Notice
and Questionnaire by [DEADLINE FOR RESPONSE]. Please forward a copy of the
enclosed documents to each beneficial owner that holds interests in the
Securities through you. If you require more copies of the enclosed materials or
have any questions pertaining to this matter, please contact Platinum
Underwriters Finance, Inc. at 2 World Financial Center, 225 Liberty Street, 23rd
Floor, New York, New York 10281, Attention: Secretary.

----------
*Not less than 28 calendar days from date of mailing.

                                       A-1

<PAGE>

                       PLATINUM UNDERWRITERS FINANCE, INC.

                        Notice of Registration Statement
                                       and

                      Selling Securityholder Questionnaire

                                     (Date)

Reference is hereby made to the Exchange and Registration Rights Agreement (the
"Exchange and Registration Rights Agreement") among Platinum Underwriters
Finance, Inc., a Delaware company (the "Company"), Platinum Underwriters
Holdings, Ltd., a Bermuda company (the "Guarantor") and the Remarketing Agents
named therein. Pursuant to the Exchange and Registration Rights Agreement, the
Company and the Guarantor have filed with the United States Securities and
Exchange Commission (the "Commission") a registration statement on Form [__]
(the "Shelf Registration Statement") for the registration and resale under Rule
415 of the Securities Act of 1933, as amended (the "Securities Act"), of the
Company's 6.371% Senior Guaranteed Notes due November 16, 2007 (the
"Securities"). A copy of the Exchange and Registration Rights Agreement is
attached hereto. All capitalized terms not otherwise defined herein shall have
the meanings ascribed thereto in the Exchange and Registration Rights Agreement.

Each beneficial owner of Registrable Securities (as defined below) is entitled
to have the Registrable Securities beneficially owned by it included in the
Shelf Registration Statement. In order to have Registrable Securities included
in the Shelf Registration Statement, this Notice of Registration Statement and
Selling Securityholder Questionnaire ("Notice and Questionnaire") must be
completed, executed and delivered to the Company's and the Guarantor's counsel
at the address set forth herein for receipt ON OR BEFORE [DEADLINE FOR
RESPONSE]. Beneficial owners of Registrable Securities who do not complete,
execute and return this Notice and Questionnaire by such date (i) will not be
named as selling securityholders in the Shelf Registration Statement and (ii)
may not use the Prospectus forming a part thereof for resales of Registrable
Securities.

Certain legal consequences arise from being named as a selling securityholder in
the Shelf Registration Statement and related Prospectus. Accordingly, holders
and beneficial owners of Registrable Securities are advised to consult their own
securities law counsel regarding the consequences of being named or not being
named as a selling securityholder in the Shelf Registration Statement and
related Prospectus.

The term "Registrable Securities" is defined in the Exchange and Registration
Rights Agreement.

                                      A-2

<PAGE>

                                    ELECTION

The undersigned holder (the "Selling Securityholder") of Registrable Securities
hereby elects to include in the Shelf Registration Statement the Registrable
Securities beneficially owned by it and listed below in Item (3). The
undersigned, by signing and returning this Notice and Questionnaire, agrees to
be bound with respect to such Registrable Securities by the terms and conditions
of this Notice and Questionnaire and the Exchange and Registration Rights
Agreement, including, without limitation, Section 6 of the Exchange and
Registration Rights Agreement, as if the undersigned Selling Securityholder were
an original party thereto.

Upon any sale of Registrable Securities pursuant to the Shelf Registration
Statement, the Selling Securityholder will be required to deliver to the Company
and the Trustee the Notice of Transfer set forth as Exhibit B to the Exchange
and Registration Rights Agreement.

The Selling Securityholder hereby provides the following information to the
Company and the Guarantor and represents and warrants that such information is
accurate and complete:

                                      A-3

<PAGE>

                                  QUESTIONNAIRE

(1)(a)   Full Legal Name of Selling Securityholder:

         _______________________________________________________________________

   (b)   FullLegal Name of Registered Holder (if not the same as in (a)
         above) of Registrable Securities Listed in Item (3) below:



   (c)   Full Legal Name of DTC Participant (if applicable and if not the same
         as (b) above) Through Which Registrable Securities Listed in Item (3)
         below are Held:




(2)      Address for Notices to Selling Securityholder:

                           ------------------------------

                           ------------------------------

                           ------------------------------

         Telephone:        ------------------------------

         Fax:              ------------------------------

         Contact Person:   ------------------------------

(3)      Beneficial Ownership of Securities:

         Except as set forth below in this Item (3), the undersigned does not
         beneficially own any Securities.

   (a)   Principal amount of Registrable Securities beneficially owned:_________
         CUSIP No(s). of such Registrable Securities:___________________________

   (b)   Principal amount of Securities other than Registrable Securities
         beneficially owned:
         _______________________________________________________________________
         CUSIP No(s). of such other Securities:_________________________________

   (c)   Principal amount of Registrable Securities which the undersigned
         wishes to be included in the Shelf Registration Statement: CUSIP
         No(s). of such Registrable Securities to be included in the Shelf
         Registration Statement:

   (d)   If beneficial owner is other than an individual, the name of the
         individual who exercises investment and voting control over the
         securities for such beneficiary owner.

(4)      Beneficial Ownership of Other Securities of the Company or the
         Guarantor:

         Except as set forth below in this Item (4), the undersigned Selling
         Securityholder is not the beneficial or registered owner of any other
         securities of the Company or the Guarantor, other than the Securities
         listed above in Item (3).

         State any exceptions here:

                                      A-4

<PAGE>

(5)   Relationships with the Company or the Guarantor:

      Except as set forth below, neither the Selling Securityholder nor any of
      its affiliates, officers, directors or principal equity holders (5% or
      more) has held any position or office or has had any other material
      relationship with the Company or the Guarantor (or its predecessors or
      affiliates) during the past three years.

      State any exceptions here:

(6)   Plan of Distribution:

      Except as set forth below, the undersigned Selling Securityholder intends
      to distribute the Registrable Securities listed above in Item (3) only as
      follows (if at all): Such Registrable Securities may be sold from time to
      time directly by the undersigned Selling Securityholder or, alternatively,
      through underwriters, broker-dealers or agents. Such Registrable
      Securities may be sold in one or more transactions at fixed prices, at
      prevailing market prices at the time of sale, at varying prices determined
      at the time of sale, or at negotiated prices. Such sales may be effected
      in transactions (which may involve crosses or block transactions) (i) on
      any national securities exchange or quotation service on which the
      Registered Securities may be listed or quoted at the time of sale, (ii) in
      the over-the-counter market, (iii) in transactions otherwise than on such
      exchanges or services or in the over-the-counter market, or (iv) through
      the writing of options. In connection with sales of the Registrable
      Securities or otherwise, the Selling Securityholder may enter into hedging
      transactions with broker-dealers, which may in turn engage in short sales
      of the Registrable Securities in the course of hedging the positions they
      assume. The Selling Securityholder may also sell Registrable Securities
      short and deliver Registrable Securities to close out such short
      positions, or loan or pledge Registrable Securities to broker-dealers that
      in turn may sell such securities.

      State any exceptions here:

By signing below, the Selling Securityholder acknowledges that it understands
its obligation to comply, and agrees that it will comply, with the provisions of
the Exchange Act and the rules and regulations thereunder, particularly
Regulation M.

In the event that the Selling Securityholder transfers all or any portion of the
Registrable Securities listed in Item (3) above after the date on which such
information is provided to the Company or the Guarantor, the Selling
Securityholder agrees to notify the transferee(s) at the time of the transfer of
its rights and obligations under this Notice and Questionnaire and the Exchange
and Registration Rights Agreement.

By signing below, the Selling Securityholder consents to the disclosure of the
information contained herein in its answers to Items (1) through (6) above and
the inclusion of such information in the Shelf Registration Statement and
related Prospectus. The Selling

                                      A-5
<PAGE>

Securityholder understands that such information will be relied upon by the
Company in connection with the preparation of the Shelf Registration Statement
and related Prospectus.

In accordance with the Selling Securityholder's obligation under Section 3(d) of
the Exchange and Registration Rights Agreement to provide such information as
may be required by law for inclusion in the Shelf Registration Statement, the
Selling Securityholder agrees to promptly notify the Company and the Guarantor
of any inaccuracies or changes in the information provided herein which may
occur subsequent to the date hereof at any time while the Shelf Registration
Statement remains in effect. All notices hereunder and pursuant to the Exchange
and Registration Rights Agreement shall be made in writing, by hand-delivery,
first-class mail, or air courier guaranteeing overnight delivery as follows:

         (i) To the Company:

                                        Platinum Underwriters Finance, Inc.
                                        2 World Financial Center
                                        225 Liberty Street, 23rd Floor
                                        New York, New York 10281
                                        Attention: Secretary

         (ii) To the Guarantor:

                                       Platinum Underwriters Holdings, Ltd.
                                       The Belvedere Building
                                       69 Pitts Bay Road
                                       Pembroke, Bermuda
                                       HM 08, Bermuda
                                       Attention: Secretary

         (iii) With a copy to:

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Once this Notice and Questionnaire is executed by the Selling Securityholder and
received by the Company's and the Guarantor's counsel, the terms of this Notice
and Questionnaire, and the representations and warranties contained herein,
shall be binding on, shall inure to the benefit of and shall be enforceable by
the respective successors, heirs, personal representatives, and assigns of the
Company, the Guarantor and the Selling Securityholder (with respect to the
Registrable Securities beneficially owned by such Selling Securityholder

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and listed in Item (3) above. This Agreement shall be governed in all respects
by the laws of the State of New York without regard to the conflicts of laws
rules of such state.

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<PAGE>

IN WITNESS WHEREOF, the undersigned, by authority duly given, has caused this
Notice and Questionnaire to be executed and delivered either in person or by its
duly authorized agent.

Dated: ___________________________


            ___________________________________________________________________
            Selling Securityholder
            (Print/type full legal name of beneficial owner of Registrable
            Securities)

            By:________________________________________________________________
            Name:
            Title:

PLEASE RETURN THE COMPLETED AND EXECUTED NOTICE AND QUESTIONNAIRE FOR RECEIPT ON
OR BEFORE [DEADLINE FOR RESPONSE] TO THE COMPANY'S AND THE GUARANTOR'S COUNSEL
AT:

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                                                                       EXHIBIT B

              NOTICE OF TRANSFER PURSUANT TO REGISTRATION STATEMENT

JPMorgan Chase Bank, N.A.
Platinum Underwriters Finance, Inc.
c/o JPMorgan Chase Bank, N.A.
WSS/Trust Company-Global Debt
4 New York Plaza, 15th Floor
New York, New York 10004

Attention:

        Re:  Platinum Underwriters Finance, Inc. (the "Company")
             6.371% Senior Guaranteed Notes due November 16, 2007 (the "Notes")

Dear Sirs:

Please be advised that__________________________has transferred $____________
aggregate principal amount of the above-referenced Notes pursuant to an
effective Registration Statement on Form [______] (File No. 333-________) filed
by the Company and the Guarantor.

We hereby certify that the prospectus delivery requirements, if any, of the
Securities Act of 1933, as amended, have been satisfied and that the above-named
beneficial owner of the Notes is named as a "Selling Holder" in the Prospectus
dated [DATE] or in supplements thereto, and that the aggregate principal amount
of the Notes transferred are the Notes listed in such Prospectus opposite such
owner's name.

Dated:

                                         Very truly yours,

                                             __________________________________
                                             (Name)

                                         By: __________________________________
                                             (Authorized Signature)

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