EXHIBIT
10.3
  AMENDED
AND RESTATED OPTION AGREEMENT
  This
AMENDED AND RESTATED OPTION AGREEMENT (this “Agreement”), dated as of
October 23, 2008, among PLATINUM UNDERWRITERS HOLDINGS, LTD., a company
organized under the laws of the Islands of Bermuda (the “Company”),
RENAISSANCERE HOLDINGS LTD., a company organized under the laws of the Islands
of Bermuda (“RenRe”), and RENAISSANCE OTHER INVESTMENTS HOLDINGS II LTD., a
company organized under the laws of the Islands of Bermuda and a wholly owned
subsidiary of RenRe (“Holdings”), amends and restates the AMENDED AND RESTATED
OPTION AGREEMENT, dated November 18, 2004, between the Company and RenRe
(the “2004 Agreement”).
  RECITALS:
  WHEREAS,
pursuant to Section 6(a) of the 2004 Agreement, RenRe desires to assign the
Option (as defined below), and certain of its rights and obligations under the
2004 Agreement, to Holdings; and
  WHEREAS,
Section 6(a) of the 2004 Agreement provides that in connection with such
assignment Holdings shall enter into an option agreement with the Company that
is substantially identical to the 2004 Agreement.
  NOW,
THEREFORE, 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 hereby agree
that the 2004 Agreement shall be amended and restated in its entirety as
follows:
  THE
OPTION (AS DEFINED BELOW) HAS NOT BEEN REGISTERED UNDER THE U.S. SECURITIES ACT
OF 1933.  NEITHER THE OPTION, NOR ANY INTEREST THEREIN, NOR ANY COMMON
SHARES, PAR VALUE U.S. $0.01 PER SHARE, OF THE COMPANY (“COMMON SHARES”)
DELIVERABLE UPON EXERCISE THEREOF MAY BE ASSIGNED OR OTHERWISE TRANSFERRED,
DISPOSED OF OR ENCUMBERED EXCEPT FOLLOWING RECEIPT BY THE COMPANY OF EVIDENCE
SATISFACTORY TO IT, WHICH MAY INCLUDE AN OPINION OF UNITED STATES COUNSEL, THAT
SUCH TRANSFER DOES NOT REQUIRE REGISTRATION UNDER THE SECURITIES ACT OR STATE
SECURITIES LAWS AND UPON OBTAINMENT OF ANY REQUIRED GOVERNMENT APPROVALS AND
EXCEPT TO THE EXTENT PERMITTED HEREIN.  TRANSFER OF THE OPTION OR ANY
INTEREST THEREIN, OR ANY COMMON SHARES DELIVERABLE UPON EXERCISE THEREOF, MAY BE
DISAPPROVED BY THE BOARD OF DIRECTORS OF THE COMPANY IF, IN ITS REASONABLE
JUDGMENT, IT HAS REASON TO BELIEVE THAT SUCH TRANSFER MAY EXPOSE THE COMPANY,
ANY SUBSIDIARY THEREOF, ANY SHAREHOLDER OR ANY PERSON CEDING INSURANCE TO THE
COMPANY OR ANY SUCH SUBSIDIARY TO ADVERSE TAX OR REGULATORY TREATMENT IN ANY
JURISDICTION.  COMMON SHARES OBTAINED UPON EXERCISE OF THE OPTION ARE
SUBJECT TO SUBSTANTIAL RESTRICTIONS ON TRANSFER AS SET FORTH IN SECTION 6
OF THIS AGREEMENT.
  - 1
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 1. (a) The
Company grants Holdings an option (the “Option”) to purchase up to 2,500,000
Common Shares (the “Option Shares”) in accordance with the terms and conditions
of this Agreement.
  (b)  The
Option is exercisable, in whole or in part at any time prior to November 1,
2012 (the “Exercise Period”), at an exercise price per Common Share (the
“Exercise Price”) equal to $27.00 less the then par value of such Common Share,
as such Exercise Price is adjusted from time to time pursuant hereto, which
Exercise Price shall be paid by reducing the number of Common Shares obtainable
upon exercise of the Option as provided in Section 1(d) hereof.  As
additional consideration, in connection with any exercise of the Option,
Holdings must pay the applicable Cash Consideration to the Company in accordance
with Section 2 below.
  (c)  The
Option may be exercised on any day during the Exercise Period, other than a
Saturday, Sunday or other day on which banking institutions in New York City or
Bermuda are authorized or obligated by law or executive order to close (a
“Business Day”).  The Option may be exercised as provided herein until
12:01 A.M., New York City time, on the first day after the expiration of
the Exercise Period.
  (d)  Upon any
exercise of the Option, the Exercise Price shall be paid by reducing the number
of Option Shares obtainable upon such exercise so as to yield a number of Option
Shares issuable upon such exercise equal to the product of (x) the number of
Option Shares issuable as of the Notice Date (if payment of the Exercise Price
were being made in cash) and (y) the Exchange Ratio.  For purposes
hereof, (i) “Exchange Ratio” means a fraction, the numerator of which is the
excess of the Market Price per Common Share over the Exercise Price per share as
of the Notice Date and the denominator of which is the Market Price per Common
Share; (ii) “Market Price” means the average of the daily Closing Price per
Common Share for each of the five consecutive Trading Days ending on the Notice
Date (the “Pre-Notice Average”) plus the average of the daily Closing Price per
Common Share for each of the five consecutive Trading Days immediately following
the Notice Date (the “Post-Notice Average”) divided by two; provided, however, that the
Post-Notice Average shall not exceed the Pre-Notice Average multiplied by 1.025
nor be less than the Pre-Notice Average multiplied by 0.975; (iii) “Trading Day”
means each Monday, Tuesday, Wednesday, Thursday and Friday, other than any day
on which the Common Shares are not traded on the applicable securities exchange
or on the applicable securities market; (iv) “Closing Price” means the reported
last sale price regular way or, in case no such reported sale takes place on
such day, the average of the reported closing bid and asked prices regular way,
in either case on the New York Stock Exchange or, if the Common Shares are not
listed or admitted to trading on such Exchange, on the principal national
securities exchange on which the Common Shares are listed or admitted to trading
or, if the Common Shares are not listed or admitted to trading on any national
securities exchange, the average of the closing bid and asked prices in the
over-the-counter market as furnished by any New York Stock Exchange member firm
reasonably selected from time to time by the Board of Directors of the Company
for that purpose; and (v) “Notice Date” means the date upon which the Company
receives written notice (which shall be signed on behalf of Holdings and
delivered or sent to the Company in accordance with Section 9 hereof) from
Holdings of Holdings’ exercise of the Option, provided that the Company shall
receive such notice no later than 11:59 p.m. Bermuda time on such
date.
  (e)  No
fractional Common Share shall be issued upon any exercise of the
Option.  In lieu of a fractional Common Share, Holdings shall be
entitled to receive cash for the value of the fractional Common Share, which
cash payment shall be equal to the product of (i) the fraction represented by
the fractional Common Share that would have been issued absent this Section 1(e)
and (ii) the Market Price.
  (f)  In
connection with any exercise of the Option, the Market Price, the Exercise
Price, and the number of Option Shares to be issued (after giving effect to the
payment of the Exercise Price as provided in Section 1(d) hereof) will be
determined by the Company within three Business Days after the last Trading Day
included in the Post-Notice Average (the “Determination Date”).
  (g)  Notwithstanding
anything to the contrary in this Agreement, RenRe’s beneficial ownership
interest in the Common Shares may not at any time and under any circumstances
exceed 19.9% of the then outstanding Common Shares or such higher limit as the
Company may approve in writing.  It is agreed and understood that,
prior to any exercise of the Option, RenRe shall, if necessary, dispose (or
cause Holdings or any other subsidiary of RenRe to dispose, as applicable) of
such number of Common Shares so that, immediately after any exercise of the
Option, except with the prior written approval of the Company, RenRe will not
beneficially own more than 19.9% of the then outstanding Common
Shares.
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  (h)  The
Option Shares upon issue will rank equally in all respects with the other Common
Shares of the Company, but in no case will any Option Shares carry any option or
other right to subscribe for further additional shares.
  (i)  Neither
RenRe nor Holdings is, solely by virtue hereof, entitled to any rights of a
shareholder in the Company either at law or in equity.
  (j)  Upon any
merger, amalgamation, consolidation, scheme of arrangement or similar
transaction involving the Company and any third party that is not a subsidiary
of the Company, or any sale of all or substantially all the assets of the
Company to any third party that is not a subsidiary of the Company (each, a
“Transaction”) in which all holders of Common Shares become entitled to receive,
in respect of such shares, any capital stock, rights to acquire capital stock or
other securities of the Company or of any other person, any cash or any other
property, or any combination of the foregoing (collectively, “Transaction
Consideration”), the Option shall entitle Holdings, upon exercise thereof and
payment by Holdings of the Cash Consideration, to receive all Transaction
Consideration that Holdings would have been entitled to if it had exercised the
Option in full immediately prior to the Transaction (without regard to the
limitations in Section 1(g) hereof).  In determining the kind and
amount of Transaction Consideration that Holdings would be entitled to receive
in respect of any Transaction pursuant to this Section 1(j), Holdings shall be
entitled to exercise any rights of election as to the kinds and amounts of
consideration receivable in such Transaction that are provided to holders of
Common Shares in such Transaction.  Any adjustment in respect of a
Transaction pursuant to this Section 1(j) shall become effective immediately
after the effective time of such Transaction, retroactive to any record date
therefor.  The Company shall take such action as is necessary to
ensure that Holdings shall be entitled to receive Transaction Consideration upon
the terms and conditions provided in this Section
1(j).  Notwithstanding the foregoing, if an adjustment is made
pursuant to this Section 1(j) in respect of a Transaction that involves a Change
of Control (as defined below), Holdings shall be entitled to exercise the Option
pursuant to this Section 1(j) without regard to Section 1(g)
hereof.  A Transaction is deemed to have involved a “Change of
Control” if the beneficial owners of the outstanding Common Shares immediately
prior to the effective time of such Transaction are not the beneficial owners of
a majority of the total voting power of the surviving or acquiring entity in the
Transaction, as the case may be, immediately after such effective
time.
  2. (a) To
exercise the Option in accordance with Section 1 hereof, Holdings shall provide
written notice to the Company of its intention to exercise all or a portion of
the Option.  Such notice must indicate the number of the Option Shares
Holdings intends to purchase upon exercise of the Option (prior to giving effect
to the payment of the Exercise Price pursuant to Section 1(d)
hereof).
  (b)  On the
Determination Date, the Company shall deliver written notice to Holdings of the
number of Option Shares to which Holdings is entitled as a result of the
exercise of the Option.  Upon payment by Holdings to the Company of
the Cash Consideration (which may be made by check, cash or wire transfer), the
Company shall promptly (but in no event later than the third Business Day after
receipt of such payment from Holdings) deliver to Holdings the Option Shares,
and shall pay to Holdings the cash in lieu of any fractional Common Share, which
may be paid by check, cash or wire transfer.  The “Cash Consideration”
means an amount equal to the product of (i) the number of Option Shares to which
Holdings is entitled as a result of the exercise of the Option (after giving
effect to the payment of the Exercise Price pursuant to Section 1(d)
hereof) and (ii) the then per share par value of a Common
Share.  Any increase in the par value of the Common Shares from $0.01
per Common Share which would have the effect of increasing the Cash
Consideration, other than in the case of any of the actions described in
Sections 3(a)(B) and 3(a)(C) hereof which includes a proportionate adjustment in
the par value, shall be subject to the prior written consent of
Holdings.
  (c)  Notwithstanding
anything to the contrary in this Agreement, the Option may not be exercised
under this Agreement unless the required regulatory approvals set forth in
Section 5 shall have been obtained.
 
 3. (a) In
case the Company:
  (A)  declares
or pays a dividend or makes any other distribution with respect to its capital
stock in Common Shares such that the number of Common Shares outstanding is
increased,
  (B)  subdivides
or splits-up its outstanding Common Shares, such that the number of Common
Shares outstanding is increased,
  (C)  combines
its outstanding Common Shares into a smaller number of Common Shares
or
  (D)  effects
any reclassification of the Common Shares other than a change in par value
(including any such reclassification in connection with an amalgamation or
merger in which the Company is the surviving entity or a reincorporation of the
Company),
  the
number of Option Shares issuable upon exercise of the Option shall be
proportionately adjusted so that Holdings will be entitled to receive the kind
and number of Common Shares or other securities of the Company which it would
have been entitled to receive after the happening of any of the events described
above if the Option had been exercised immediately prior to the happening of
such event or any record date with respect thereto.  An adjustment
made pursuant to this Section 3(a) shall become effective immediately after the
effective date of such event retroactive to the record date, if any, for such
event.
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  (b)  In case
the Company issues rights, options or warrants to all holders of its outstanding
Common Shares entitling them to subscribe for or purchase Common Shares at a
price per Common Share which is lower at the record date mentioned below than
the then Current Market Value (as defined in Section 3(d)), the number of Option
Shares that Holdings may purchase thereafter upon the exercise of the Option
(prior to giving effect to the payment of the Exercise Price pursuant to
Section 1(d) hereof) will be determined by multiplying the number of Option
Shares theretofore purchasable upon exercise of the Option by a fraction, of
which the numerator is the sum of (A) the number of Common Shares outstanding on
the record date for determining shareholders entitled to receive such rights,
options or warrants plus (B) the number of additional Common Shares offered for
subscription or purchase, and of which the denominator shall be the sum of (A)
the number of Common Shares outstanding on the record date for determining
shareholders entitled to receive such rights, options or warrants plus (B) the
number of shares which the aggregate offering price of the total number of
Common Shares so offered would purchase at the Current Market Value (as defined
below in Section 3(d)) per Common Share at such record date.  Such
adjustment shall be made whenever such rights, options or warrants are issued,
and shall become effective immediately after the record date for the
determination of shareholders entitled to receive such rights, options or
warrants.
  (c)  In the
event the Company distributes to all holders of its Common Shares any of the
capital stock of any of its subsidiaries (each, a “Subsidiary”), the Option will
upon such distribution be deemed to be an option to acquire the kind and number
of shares of the capital stock of the Subsidiary which Holdings would have been
entitled to receive after such distribution had the Option been exercised
immediately prior to such distribution or any record date with respect
thereto.  The roll-over of the Option into an option to acquire shares
of capital stock of the applicable Subsidiary pursuant to this Section 3(c) will
become effective immediately after the effective date of the distribution of
shares of the capital stock of the applicable Subsidiary to shareholders of the
Company described above.
  (d)  For the
purpose of any computation under Section 3(b), the “Current Market Value” of
such Common Shares on a specified date is deemed to be the average daily Closing
Price per Common Share for each of the ten consecutive Trading Days ending on
the day before the applicable record date.
  (e)  In the
event the Company shall, in any calendar year, by dividend or otherwise,
distribute to all or substantially all holders of its Common Shares (the
“Current Distribution”) (i) any dividend or other distribution of cash,
evidences of indebtedness, or any other assets or properties (other than as
described in Sections 3(a) through 3(c) above) or (ii) any options, warrants or
other rights to subscribe for or purchase any of the foregoing, with a fair
value (as determined in good faith by the Company’s Board of Directors) per
Common Share that, when combined with the aggregate amount per Common Share paid
in respect of all other such distributions to all or substantially all holders
of its Common Shares within such calendar year, exceeds (1) for calendar year
2003, the Initial Dividend (as defined below) or (2) for any subsequent calendar
year, an amount equal to the Initial Dividend increased at a rate of 10% per
annum from January 1, 2003, compounded annually on December 31 of each year
commencing in 2003 (such excess of the Current Distribution being herein
referred to as the “Excess Distribution Amount”), the per share Exercise Price
in effect immediately prior to the close of business on the date fixed for such
payment shall be reduced by the Excess Distribution Amount, such reduction to
become effective immediately prior to the opening of business on the day
following the date fixed for such payment.  The “Initial Dividend”
means the distributions described in items (i) and (ii) above per Common Share
paid by the Company to all or substantially all holders of its Common Shares
during the 2003 calendar year as determined by the Company’s Board of Directors,
up to a maximum of $0.44 per Common Share.
  (f)  Whenever
the number of Common Shares purchasable by Holdings upon the exercise of the
Option is adjusted, as herein provided, the Exercise Price shall be adjusted by
multiplying the Exercise Price immediately prior to such adjustment by a
fraction, of which the numerator shall be the number of Option Shares
purchasable upon the exercise of the Option immediately prior to such
adjustment, and of which the denominator shall be the number of Option Shares
purchasable immediately thereafter (in each case, prior to giving effect to the
payment of the Exercise Price pursuant to Section 1(d)
hereof).
  (g)  No
adjustment in the number of Option Shares issuable upon the exercise of the
Option need be made under Section 3(b) and (c) if the Company issues or
distributes, pursuant to this Agreement, to Holdings the shares, rights,
options, warrants, securities or assets referred to in those Sections which
Holdings would have been entitled to receive had the Option been exercised prior
to the happening of such event or the record date with respect
thereto.  Other than for adjustments in the Cash Consideration (which
are subject to Section 2(b) hereof), no adjustment need be made for a change in
the par value of the Option Shares.
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  (h)  For the
purpose of this Section 3, the term “Common Shares” shall mean (i) the class of
stock consisting of the Common Shares of the Company, or (ii) any other class of
stock resulting from successive changes or reclassification of such shares other
than consisting solely of changes in par value.  In the event that at
any time, as a result of an adjustment made pursuant to Section 3(a) above,
Holdings will become entitled to receive any securities of the Company other
than Common Shares, thereafter the number of such other securities so receivable
upon exercise of the Option and the Exercise Price of such securities will be
subject to adjustment from time to time in a manner and on terms as nearly
equivalent as practicable to the provisions with respect to the Option Shares
contained in Sections 3(a) through 3(f), inclusive, above; provided, however, that the
Exercise Price will at no time be less than the aggregate par value of the
Common Shares or other securities of the Company obtainable upon exercise of the
Option.
  (i)  In the
case of Section 3(b), upon the expiration of any rights, options or warrants or
if any thereof shall not have been exercised, the Exercise Price and the number
of Common Shares purchasable upon the exercise of the Option shall, upon such
expiration, be readjusted and shall thereafter be such as they would have been
had they been originally adjusted (or had the original adjustment not been
required, as the case may be) as if (A) the only Common Shares so issued were
the Common Shares, if any, actually issued or sold upon the exercise of such
rights, options or warrants and (B) such Common Shares, if any, were issued or
sold for the consideration actually received by the Company upon such exercise
plus the aggregate consideration, if any, actually received by the Company for
the issuance, sale or grant of all such rights, options or warrants whether or
not exercised; provided, further, that no such
readjustment may have the effect of increasing the Exercise Price or decreasing
the number of Common Shares purchasable upon the exercise of the Option by an
amount in excess of the amount of the adjustment initially made in respect of
the issuance, sale or grant or such rights, options or warrants.
  (j)  In the
case of Section 3(b), on any change in the number of Common Shares deliverable
upon exercise of any such rights, options or warrants, other than a change
resulting from the antidilution provisions hereof, the number of Option Shares
thereafter purchasable shall forthwith be readjusted to such number as would
have been obtained had the adjustment made upon the issuance of such rights,
options or warrants not converted prior to such change (or rights, options or
warrants related to such securities not converted prior to such change) been
made upon the basis of such change.
  (k)  The
Company may at its option, at any time during the term of the Option, reduce the
then current Exercise Price to any amount and for any period of time deemed
appropriate by the Board of Directors of the Company, including such reductions
in the Exercise Price as the Company considers to be advisable in order that any
event treated for Federal income tax purposes as a dividend of stock or stock
rights shall not be taxable to the recipients.
  4.  The
Company undertakes to use commercially reasonable efforts to increase (if
necessary) its authorized share capital to a level sufficient to satisfy any
exercise of the Option.
  5. (a) For
so long as the Option is exercisable hereunder, each party hereto shall
(i) use its commercially reasonable efforts to obtain all authorizations,
consents, orders and approvals of all governmental authorities and officials
that may be or become necessary for the performance of its obligations pursuant
to this Agreement and (ii) cooperate reasonably with the other party in
promptly seeking to obtain all such authorizations, consents, orders and
approvals.  The parties hereto agree to cooperate reasonably, complete
and file any joint applications for any authorizations from any governmental
authorities reasonably necessary or desirable to effectuate the transactions
contemplated by this Agreement.  The parties hereto agree that they
will keep each other apprised of the status of matters relating to the exercise
of the Option, including reasonably promptly furnishing the other with copies of
notices or other communications received by the Company, Holdings or RenRe, from
all third parties and governmental authorities with respect to the
Option.
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  (b)  For so
long as the Option is exercisable, the Company, Holdings and RenRe agree to
reasonably promptly prepare and file, if necessary, any filing under the
Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the “HSR Act”)
with the Federal Trade Commission (the “FTC”) and the Antitrust Division of the
Department of Justice (the “DOJ”) in order to enable Holdings to exercise such
Option pursuant to this Agreement.  Each party hereby covenants to
cooperate reasonably with the other such party to the extent reasonably
necessary to assist in making reasonable supplemental presentations to the FTC
or the DOJ, and, if requested by the FTC or the DOJ, to reasonably promptly
amend or furnish additional information thereunder.
  (c)  Any
reasonable out-of-pocket costs and expenses arising in connection with actions
taken pursuant to this Section 5 shall be borne by RenRe or
Holdings.
  6. (a) The
Option and the Option Shares may not be assigned or otherwise transferred,
disposed of or encumbered by Holdings (or any subsequent transferee) in whole or
in part except as provided in this Section 6.  Notwithstanding
anything to the contrary in this Agreement, Holdings may, at any time, assign or
otherwise transfer, dispose or encumber the Option or the Option Shares in whole
or in part to RenRe or any direct or indirect wholly owned subsidiary of RenRe,
provided that such transferee and RenRe shall enter into an option agreement (or
an amendment of this Agreement) with the Company that is substantially identical
to this Agreement.
  (b)  In the
event of a merger of Holdings into another person, or a sale, transfer or lease
to another person of all or substantially all the assets of Holdings, the Option
or the Option Shares may be transferred as part of such transaction to the other
party to such transaction.
  (c)  Holdings
may transfer the Option or the Option Shares, in whole or in part, in one or
more private transaction(s) to up to three institutional accredited investors;
provided, however, that any
proposed transfer is conditioned upon:
  (i)  receipt
by the Company of evidence satisfactory to it, which may include an opinion of
United States counsel, that such transfer would not require registration under
the Securities Act or state securities laws and upon the obtainment of any
required government approvals (which approvals the Company agrees to use
commercially reasonable efforts to assist in obtaining); and
  (ii)  the
proposed transferee executing and delivering instruments reasonably acceptable
to the Company acknowledging:
  (A)  that the
transferee may not offer, sell, assign, pledge or otherwise transfer the Option
or any Option Shares except pursuant to an effective registration statement
under the Securities Act of 1933, as amended (the “Securities Act”), covering
such Option Shares or pursuant to an available exemption from the registration
requirements of the Securities Act and in compliance with all applicable state
securities laws;
  (B)  that the
Company is entitled to decline to register any transfer of Option Shares, and
any transfer of Option and Option Shares shall be void, unless (i) such transfer
is made pursuant to and in accordance with Rule 144 (provided that the
Company (or its designated agent for such purpose) may request a certificate
satisfactory to it of compliance by the transferor with the requirements of Rule
144), (ii) such transfer is made pursuant to another available exemption from
the registration requirements of the Securities Act (provided that, if not
already a party hereto, the intended transferee agrees to abide by the
provisions of this Section 6(c)(ii), and provided, further, that, if the
Company requests, the transferor first provides the Company (or such agent) with
evidence satisfactory to it, which may include an opinion of U.S. counsel
satisfactory to the Company, to the effect that such transfer is made pursuant
to another available exemption from the registration requirements of the
Securities Act), (iii) such transfer is made pursuant to an effective
registration statement under the Securities Act covering the Option Shares being
transferred, including a registration statement filed pursuant to the Transfer
Restrictions, Registrations Rights and Standstill Agreement dated
November 1, 2002, as amended by Amendment No. 1 dated December 5,
2005, between the Company and RenRe (as so amended, the “Transfer Restrictions,
Registration Rights and Standstill Agreement”), and in all cases pursuant to
this clause (B) such transfer is in compliance with all applicable state
securities laws (the Company being entitled to waive or modify the foregoing
transfer requirements, generally or in any particular case, to the extent that
it determines, on advice of U.S. counsel, that compliance with such requirements
is not necessary to ensure compliance with the Securities Act or any applicable
state securities laws, or such modification is necessary to ensure compliance
with the Securities Act or any applicable state securities laws, as the case may
be) and (iv) such transferee agrees to be bound by the provisions of this
Agreement;
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  (C)  that,
except as provided below, no Option Share shall be held in book-entry form, and
each certificate representing a Option Share shall be evidenced by a certificate
bearing a restrictive legend (the “Legend”) substantially in the form set forth
below:
  THE
COMMON SHARES EVIDENCED HEREBY MAY NOT BE OFFERED, SOLD, ASSIGNED, PLEDGED OR
OTHERWISE TRANSFERRED EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT
UNDER THE U.S. SECURITIES ACT OF 1933 (THE “SECURITIES ACT”) OR AN AVAILABLE
EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND
COMPLIANCE WITH APPLICABLE STATE SECURITIES LAWS.  SUCH SHARES MAY NOT
BE HELD IN BOOK-ENTRY FORM.  SUCH SHARES ARE SUBJECT TO RESTRICTIONS
IN THE BYE-LAWS OF PLATINUM UNDERWRITERS HOLDINGS, LTD., INCLUDING RESTRICTIONS
ON TRANSFER AND VOTING.
  (D)  that the
transferee shall become a party to the Transfer Restrictions, Registration
Rights and Standstill Agreement, with the attendant rights and obligations
thereunder; provided, further, that any
proposed transfer may be disapproved by the Board of Directors of the Company
if, in their reasonable judgment, they have reason to believe that such transfer
may expose the Company, any subsidiary thereof, any shareholder or any person
ceding insurance to the Company or any such subsidiary to adverse tax or
regulatory treatment in any jurisdiction.  In connection with or
following any transfer of Option Shares in accordance with clause (i) or (iii)
of Section 6(c)(ii)(B) (except in the case of a transfer of Option Shares to an
“affiliate” of the Company, as such term is defined in the Securities Act, in
accordance with clause (i) of Section 6(c)(ii)(B)), and upon the surrender of
any certificate or certificates representing such Option Shares to the Company
(or such agent), the Company shall cause to be issued in exchange therefor a new
certificate or certificates that represent the same Common Shares and do not
bear the Legend (or shall permit such shares to be held in book-entry
form).  The Company shall use commercially reasonable efforts to cause
each Option Share transferred as contemplated by clause (i) or (iii) of Section
6(c)(ii)(B) to be duly listed on each securities exchange, and to be accepted
for quotation in each interdealer quotation system, on or in which any Common
Shares are listed or quoted at the time of such transfer (provided that the
approval for such listing or quotation has been obtained by the Company), in
each case so that the Option Share so transferred will be freely transferable on
each such exchange and in each such system to the same extent as the Common
Shares then listed thereon or quoted therein; and
  (E)  that such
transferee shall not become a “10% Shareholder” (as defined below in this
Section 6(c)) immediately after such transfer (assuming for purposes of this
determination that the Option Shares were actually owned by the transferee);
and
  (iii)  such
transfer not resulting, directly or indirectly, in a transfer to any Specified
Person (as defined below) of more than 9.9% of the Common Shares outstanding at
the time of such transfer, or the right to acquire pursuant to the Option more
than 9.9% of the Common Shares outstanding at the time of such transfer, except
in the following circumstances: (A) in connection with any tender offer or
exchange offer made to all holders of outstanding Common Shares; (B) to any
Wholly Owned Subsidiary (as defined in the Transfer Restrictions, Registration
Rights and Standstill Agreement) of RenRe provided that such
Wholly Owned Subsidiary agrees in writing with the Company to the same transfer
restrictions as are contained in this Section 6(c); or (C) a transfer by
operation of law upon consummation of a merger or consolidation of RenRe into
another Person (as defined in the Investment Agreement dated as of
September 20, 2002,  as amended by First Amendment dated
November 1, 2002, among the Company, The Travelers Companies, Inc.
(formerly known as The St. Paul Companies, Inc.) and RenRe (as so amended,
the “Investment Agreement”)).  For purposes of this Section 6(c)(iii),
“Specified Person” means any Person that generates 50% or more of its gross
revenue in its most recent fiscal year for which financial statements are
available by writing property or casualty insurance or reinsurance.
  As used
herein, “10% Shareholder” means a person who owns, in aggregate, (i) directly,
(ii) with respect to persons who are United States persons, by application of
the attribution and constructive ownership rules of Sections 958(a) and 958(b)
of the Code or (iii) beneficially, directly or indirectly, within the meaning of
Section 13(d)(3) of the United States Securities Exchange Act of 1934, issued
shares of the Company carrying 10% or more of the total combined voting rights
attaching to all issued shares.
  (d)  In
connection with any proposed transfer of all or a portion of the Option pursuant
to Section 6(c), the Company shall prepare an option agreement (or, in the case
of a partial transfer, option agreements) substantially identical to this
Agreement with the transferee (and transferor, in the case of partial transfer)
upon surrender to the Company of the existing option agreement prior to the
consummation of the transfer. Upon the execution of such option agreement by the
transferee and the Company and the consummation of the transfer, the transferee
shall have such rights and obligations with respect to the number of Option
Shares covered by the portion of the Option transferred to such transferee as
the rights and obligations of Holdings to such portion hereunder.
  (e)  Any
transferee of all or part of the Option pursuant to Section 6(c) hereof (or any
subsequent transferee who holds any portion of the Option as a result of a
transfer pursuant to this Section 6(e)) may transfer, in whole but not in part,
the Option to a subsequent transferee; provided that any
such transfer shall be subject to the terms and conditions set forth in Sections
6(c) and 6(d) hereof.
  7.  The
issuance of share certificates upon the exercise of the Option shall be without
charge to Holdings.  The Company shall pay, and indemnify Holdings
from and against, any issuance, stamp, documentary or other taxes (other than
transfer taxes and income taxes), or charges imposed by any governmental body,
agency or official by reason of the exercise of the Option or the resulting
issuance of Option Shares.
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  8.  This
Agreement may not be amended except in a written instrument signed by the
Company, Holdings and RenRe.
  9.  All
notices, requests, claims, demands and other communications hereunder shall be
in writing and shall be given by facsimile and by e-mail transmission addressed
as follows (or to such other address as a party may designate by written notice
to the others) and shall be deemed given on the date on which such notice is
received:
  If to
Holdings or RenRe:
  RenaissanceRe
Holdings Ltd.
 Renaissance
House
 8-12 East
Broadway
 Pembroke
HM 19 Bermuda
 Attention: 
Stephen H. Weistein
 General Counsel
 Facsimile: (441)
296-5037
 E-mail: shw@renre.com
  with a
copy to:
  Robert B.
Stebbins
 Willkie
Farr & Gallagher LLP
 787
Seventh Avenue
 New York,
New York 10019
 Facsimile: (212)
728-8111
 E-mail: rstebbins@willkie.com
  If to the
Company:
  Platinum
Underwriters Holdings, Ltd.
 The
Belvedere Building
 69 Pitts
Bay Road
 Pembroke
HM08
 Bermuda
 Attention: 
Michael
E. Lombardozzi
 Executive
Vice President, General Counsel and Chief Administrative
Officer
 Facsimile: (441)
292-4720
 E-mail: mlombardozzi@platinumre.com
  with a
copy to:
  Linda E.
Ransom
 Dewey
& LeBoeuf LLP
 1301
Avenue of the Americas
 New York,
New York 10019
 Facsimile: (212)
259-6333
 E-mail: lransom@dl.com
 - 8
-
  10.  This
Agreement, the Transfer Restrictions, Registration Rights and Standstill
Agreement (which, for the avoidance of doubt, shall apply to any Common Share
issued under this Agreement in the same manner as to any Common Shares that were
issuable under the 2004 Agreement) and the Investment Agreement constitute the
entire agreement between the parties hereto with respect to the subject matter
hereof and supersede all prior agreements and understandings, oral and written,
between the parties hereto with respect to the subject matter
hereof.
  11.  This
Agreement shall inure to the benefit of and be binding upon the parties hereto,
and their respective successors and permitted assigns.  Nothing in
this Agreement, expressed or implied, is intended to confer on any person other
than the parties hereto, and their respective successors and permitted assigns,
any rights, remedies, obligations or liabilities under or by reason of this
Agreement.
  12.  This
Agreement may not be assigned by any party hereto, except to a party to whom
Holdings transfers the Option or Option Shares in accordance with Section 6 of
this Agreement, and then only in accordance with that section.
  13.  The
headings contained in this Agreement are for convenience only and do not affect
the meaning or interpretation of this Agreement.
  14. (a) This
Agreement shall be governed by, and construed in accordance with, the law of the
State of New York (without regard to principles of conflict of
laws).
  (b)  The
parties hereto shall promptly submit any dispute, claim, or controversy arising
out of or relating to this Agreement, including effect, validity, breach,
interpretation, performance, or enforcement (collectively, a “Dispute”) to
binding arbitration in New York, New York at the offices of Judicial Arbitration
and Mediation Services, Inc. (“JAMS”) before an arbitrator (the “Arbitrator”) in
accordance with JAMS’ Comprehensive Arbitration Rules and Procedures and the
Federal Arbitration Act, 9 U.S.C. §§ 1 et seq.  The Arbitrator shall
be a former judge selected from JAMS’ pool of neutrals.  The parties
agree that, except as otherwise provided herein respecting temporary or
preliminary injunctive relief, binding arbitration shall be the sole means of
resolving any Dispute.  Judgment on any award of the Arbitrators may
be entered by any court of competent jurisdiction.
  (c)  The costs
of the arbitration proceeding and any proceeding in court to confirm or to
vacate any arbitration award or to obtain temporary or preliminary injunctive
relief as provided in Section 14(d) below, as applicable (including, without
limitation, actual attorneys’ fees and costs), shall be borne by the
unsuccessful party and shall be awarded as part of the Arbitrator’s decision,
unless the Arbitrator shall otherwise allocate such costs in such
decision.
  (d)  This
Section 14 shall not prevent the parties hereto from seeking or obtaining
temporary or preliminary injunctive relieve in a court for any breach or
threatened breach of any provision hereof pending the hearing before and
determination of the Arbitrator.  The parties hereby agree that they
shall continue to perform their obligations under this Agreement pending the
hearing before and determination of the Arbitrator, it being agreed and
understood that the failure to so perform will cause irreparable harm to the
other party hereto and that the putative breaching party has assumed all of the
commercial risks associated with such breach or threatened breach of any
provision hereof by such party.
  (e)  The
parties agree that the State and Federal courts in The City of New York shall
have jurisdiction for purposes of enforcement of their agreement to submit
Disputes to arbitration and of any award of the Arbitrator.
  15.  RenRe
shall, in its capacity as the parent company of Holdings, cause Holdings to
comply with the provisions of this Agreement.
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  IN
WITNESS WHEREOF, each of the parties hereto has caused this AGREEMENT to be duly
executed by a duly authorized officer as of the date and year first above
written.
  
 PLATINUM UNDERWRITERS HOLDINGS,
LTD.
  /s/ Michael E.
Lombardozzi                 Name:
Michael E. Lombardozzi
 Title:
Executive
Vice President, General Counsel and Chief Administrative
Officer
 RENAISSANCERE HOLDINGS
LTD.
  /s/ Fred R. Donner                 Name:
Fred R. Donner
 Title:
Executive
Vice President, Treasurer and Chief Financial Officer
  RENAISSANCE OTHER INVESTMENTSHOLDINGS II
LTD.  /s/ Mark A. Wilcox                 Name:
Mark A.
Wilcox
 Title:
Senior
Vice President, Chief Accounting Officer and Corporate
Controller
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