assumptionagreement_sep08.htm


     

     

    
      

      

    

    
      EXHIBIT
4.1

      


      


      RenaissanceRe
Holdings, Ltd.

      Renaissance
Other Investments Holdings II Ltd.

      Renaissance
House

      8-12 East
Broadway

      Pembroke
HM 19

      Bermuda

       

       

      October
23, 2008

       

      Platinum
Underwriters Holdings, Ltd.

      The
Belvedere Building

      69 Pitts
Bay Road

      Hamilton
HM 08

      Bermuda

      


      ASSIGNMENT

      AND

      ASSUMPTION
AGREEMENT

       

      Ladies
and Gentlemen:

       

      Reference
is made to the Transfer Restrictions, Registration Rights and Standstill
Agreement dated November 1, 2002 as amended by Amendment No. 1 dated
December 5, 2005 (as so amended, the “Agreement”) between Platinum Underwriters
Holdings, Ltd., a Bermuda company (the “Company”), and RenaissanceRe Holdings,
Ltd., a Bermuda company (“Purchaser”).  All capitalized terms used but
not defined herein shall have the meanings ascribed thereto in the
Agreement.

       

      Purchaser
proposes to assign the RenRe Option and the Agreement to its wholly owned
subsidiary Renaissance Other Investments Holdings II Ltd., a Bermuda Company
(“Holdings”).  In consideration of the mutual promises, covenants and
agreements set forth herein and for other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, the parties hereto
agree as follows:

       

      (i)           Pursuant
to Section 9 of the Agreement, the Company hereby consents to the assignment of
the Agreement by Purchaser to Holdings.

       

      (ii)           Purchaser
hereby assigns, and Holdings hereby assumes, the rights and obligations of
Purchaser under the Agreement, provided, however, that, in
accordance with Section 9 of the Agreement, such assignment and assumption
shall not relieve Purchaser of its obligations under the Agreement.

       

      (iii)           References
to “Purchaser” in the Agreement shall hereinafter be deemed to refer to both
Purchaser and Holdings.  For the avoidance of doubt, the assignment by
Purchaser to Holdings of the RenRe Option and the Agreement shall not result in
the termination of the Agreement, and the Agreement shall terminate pursuant to
Section 13(b) thereof if neither Purchaser nor Holdings owns the RenRe Option or
any RenRe Option Shares.

       

      Subject
to the foregoing, the Agreement shall continue in full force and effect pursuant
to its terms.

       

      If you
are in agreement with the foregoing, please sign the accompanying copy of this
letter and return it to Purchaser and Holdings, whereupon this letter shall be a
binding agreement among Purchaser, Holdings and the Company.

       

      
        
          
          

        

        
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                                  Very
truly yours,

      


                                  RENAISSANCERE
HOLDINGS, LTD.

       

                                                                  By: /s/ Fred R. Donner        

                                                                  Name: Fred R.
Donner

                                                                  Title: Executive Vice
President, Treasurer and Chief Financial Officer

      
         

         

      

                                                                  RENAISSANCE OTHER
INVESTMENTS HOLDINGS II, LTD.

         

                                                                    By: /s/ Mark A. Wilcox        

                                                                    Name: Mark A.
Wilcox

                                                                    Title: Senior
Vice President, Chief Accounting Officer and Corporate
Controller


      

      


      Accepted
and agreed as of the

      date
first written above:

      


      PLATINUM
UNDERWRITERS HOLDINGS, LTD.

      
By: /s/ Michael E. Lombardozzi        

        Name: Michael E. Lombardozzi

        Title: Executive Vice
President, General Counsel and Chief Administrative Officer


         

         

        
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