Exhibit
      10.1




AMENDMENT
      NO. 1


TO


TRUST
      AGREEMENT


Effective
      January 1, 2003


among


Platinum
      Underwriters Bermuda, Ltd.


(as
      “Grantor”)


And


Platinum
      Underwriters Reinsurance, Inc.


(as
      “Beneficiary”)


And


State
      Street Bank and Trust Company


(the
      “Trustee”)








WHEREAS,
      the Grantor, the Beneficiary and the Trustee entered into a Trust Agreement
      (the
“Trust Agreement”) dated as of January 1, 2003;





WHEREAS,
      the Grantor, Beneficiary and the Trustee desire to amend the Trust Agreement
      to
      include all Quota Share Retrocession Agreements between the Beneficiary as
      Retrocedant and the Grantor as Retrocessionaire and as identified on Schedule
      A
      hereto.





NOW,
      THEREFORE, for and in consideration of the premises set forth herein and for
      other good and valuable consideration, the receipt of which is hereby
      acknowledged, the Parties agree to amend Schedule A to the Trust Agreement
      as
      follows:





1.       The
      first WHEREAS clause, which provides that “the Grantor and the Beneficiary have
      entered into a Quota Share Retrocession Agreement in the form set forth as
      Exhibit A hereto (the “Retrocession Agreement”),” is hereby deleted in its
      entirety and replaced with the following new first WHEREAS clause:





the
      Grantor and the Beneficiary have entered into certain Quota Share Retrocession
      Agreements as set forth on Schedule A hereto (the “Retrocession Agreements”),
      which Schedule A may be amended from time to time by the Grantor and the
      Beneficiary.





2.       All
      references to Retrocession Agreement in the Trust Agreement shall hereafter
      refer to the Retrocession Agreements.





3.       All
      other provisions of the Trust Agreement shall remain in full force and
      effect.








IN
      WITNESS WHEREOF, the parties hereto have executed this Amendment No. 1 as of
      the
      dates written below.





PLATINUM
                      UNDERWRITERS REINSURANCE,
                      INC.





as
                      Beneficiary








By:                      
      /s/ H. Elizabeth
      Mitchell


Print
      Name:        H. Elizabeth
      Mitchell_______


Print
      Title:         President_________________


Date:                  9/28/07




PLATINUM
      UNDERWRITERS
      BERMUDA                                                 
                    STATE
      STREET BANK AND


LTD.,
      as
      Grantor                                                                                      TRUST
      COMPANY, as
      Trustee




By:                      /s/
      Allan C.
      Decleir                                                               
          By:                  /s/
      Kenneth A.
      Bergeron


Print
      Name:       Allan C.
      Decleir___________                                             
          Print
      Name:    Kenneth A.
      Bergeron


Print
      Title:         SVP and
      CFO_____________                                                 
     Print
      Title:      Senior Vice
      President


Date:                  9/27/07                                             Date:               
10/3/07