EX-10.5



 Exhibit 10.5 

EXECUTION VERSION 
 THIRD
SUPPLEMENTAL INDENTURE 
 BY AND AMONG 

PLATINUM UNDERWRITERS FINANCE, INC., 

AS ISSUER, 
 PLATINUM UNDERWRITERS
HOLDINGS, LTD., 
 AS GUARANTOR, 

RENAISSANCERE HOLDINGS LTD., 
 AS
PARENT GUARANTOR, 
 AND 
 THE
BANK OF NEW YORK MELLON TRUST COMPANY (AS SUCCESSOR IN 
 INTEREST TO JPMORGAN CHASE BANK, N.A.), 

AS TRUSTEE 
 DATED AS OF MARCH 3,
2015 
 PLATINUM UNDERWRITERS FINANCE, INC. 

SERIES B 7.50% NOTES DUE JUNE 1, 2017 







 THIRD SUPPLEMENTAL INDENTURE 

This Third Supplemental Indenture, dated as of March 3, 2015 (this “Third Supplemental Indenture”), to the
Indenture, dated as of May 26, 2005 (the “Base Indenture”), by and among Platinum Underwriters Finance, Inc., a corporation duly organized and existing under the laws of the State of Delaware, having its principal office
at 2 World Financial Center, 225 Liberty Street, 23rd Floor, New York, New York 10281 (the “Company”), Platinum Underwriters Holdings, Ltd., a corporation duly organized
and existing under the laws of Bermuda, having its principal office at The Belvedere Building, 69 Pitts Bay Road, Pembroke, HM 08, Bermuda (the “Guarantor”), RenaissanceRe Holdings Ltd., a company duly organized and existing
under the laws of Bermuda, having its principal office at Renaissance House, 12 Crow Lane, Pembroke, HM 19, Bermuda (the “Parent Guarantor”), and The Bank of New York Mellon Trust Company, N.A. (as successor in interest to
JPMorgan Chase Bank, N.A.), a national banking association duly organized and existing under the laws of the United States of America, having its principal corporate trust office at 2 North LaSalle ST, STE 1020, Chicago, Illinois 60602, as Trustee
(the “Trustee”), as supplemented by the First Supplemental Indenture, dated as of May 26, 2005, by and among the Company, the Guarantor and the Trustee and as supplemented by the Second Supplemental Indenture, dated as
of November 2, 2005, by and among the Company, the Guarantor and the Trustee (the “Second Supplemental Indenture”), is effective upon the execution hereof by the parties hereto. 

RECITALS 
 WHEREAS, the Company
and the Guarantor have heretofore executed and delivered to the Trustee the Base Indenture providing for the issuance from time to time of the Company’s notes, debentures or other evidences of its unsecured indebtedness (the
“Securities”), unlimited as to principal amount; 
 WHEREAS, the Company and the Guarantor have heretofore executed
and delivered to the Trustee the Second Supplemental Indenture providing for the issuance of the Company’s Series B 7.50% Notes due June 1, 2017 (the “Notes”); 

WHEREAS, the Base Indenture and the Second Supplemental Indenture are incorporated herein by this reference; 

WHEREAS, the Base Indenture, as supplemented by the Second Supplemental Indenture, is referred to herein as the
“Indenture”; 
 WHEREAS, capitalized terms used herein but not defined herein have the meanings given to such terms
in the Indenture; 
 WHEREAS, pursuant to that certain Agreement and Plan of Merger, dated as of November 23, 2014, by and among the
Parent Guarantor, the Guarantor and Port Holdings Ltd., a wholly owned subsidiary of the Parent Guarantor (“Acquisition Sub”), Acquisition Sub was merged with and into the Guarantor with the Guarantor continuing as the
surviving company (the “Acquisition”); 

  
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 WHEREAS, as a result of the Acquisition, the Company and the Guarantor became wholly owned
subsidiaries of the Parent Guarantor; 
 WHEREAS, Section 10.1 of the Base Indenture authorizes the Company and the Guarantor, without
the consent of any Holders of the Securities, to enter into supplemental indentures in order to, among other things, add any additional Guarantees with respect to all or any series of Securities (as specified in such supplemental indenture) and
otherwise amend or supplement any of the provisions of the Base Indenture or any supplemental indenture provided such amendment or supplement does not adversely affect the interests of the Holders of any Securities then Outstanding; 

WHEREAS, the Parent Guarantor desires to Guarantee all of the outstanding Notes; 

WHEREAS, the Trustee has been provided with the documents relating to this Third Supplemental Indenture that are required to be delivered to
it as contemplated by Section 10.5 of the Base Indenture; and 
 WHEREAS, the execution and delivery of this Third Supplemental
Indenture have been authorized by each of the Company, the Guarantor and the Parent Guarantor and all conditions necessary to authorize the execution and delivery of this Third Supplemental Indenture and to make it a valid and binding obligation of
the Company, the Guarantor and the Parent Guarantor have been done or performed; 
 NOW, THEREFORE, in consideration of the foregoing and
for other good and valuable consideration, the receipt of which is hereby acknowledged, the Company, the Guarantor, the Parent Guarantor and the Trustee mutually covenant and agree as follows: 

ARTICLE I 
 AMENDMENTS 

Section 1.1. Addition of Parent Guarantor. The Parent Guarantor, by its execution of this Third Supplemental Indenture, hereby
agrees to guarantee, on a joint and several basis with the Guarantor, the payment obligations of the Company under the Notes and the Indenture on the terms and conditions set forth in the Indenture and that certain Guarantee, dated as of the date
hereof and delivered to the Trustee. 
 Section 1.2. Definitions. (a) The definition of the term “Guarantor” set
forth in Section 1.1 of the Base Indenture is hereby amended to read in its entirety as follows: 
 ““Guarantor”
means (i) the Parent Guarantor and (ii) the Person named as the “Guarantor” in the first paragraph of this instrument and, in the case of each of clauses (i) and (ii), subject to Article 11, its successors and assigns.”

 (b) Section 1.1 of the Base Indenture is hereby amended by adding an additional defined term as follows: 

““Parent Guarantor” means RenaissanceRe Holdings Ltd., a company duly organized and existing under the laws of Bermuda,
having its principal office at Renaissance House, 12 Crow Lane, Pembroke, HM 19, Bermuda, and, subject to ARTICLE 11, its respective successors and assigns.” 

  
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 ARTICLE II 

MISCELLANEOUS PROVISIONS 

Section 2.1. Ratification and Incorporation of Indenture. As supplemented hereby, the Indenture is in all respects ratified and
confirmed, and the Indenture as supplemented by this Third Supplemental Indenture shall be read, taken and construed as one and the same instrument. 

Section 2.2. Counterparts. This Third Supplemental Indenture may be executed in several counterparts, each of which shall be an
original and all of which shall constitute but one and the same instrument. 
 Section 2.3. Governing Law. This Third
Supplemental Indenture shall be governed by, and construed in accordance with the laws of the State of New York, without regard to conflicts of law principles thereof. 

Section 2.4. Headings. The Article and Section headings herein are for convenience only and shall not affect the construction
hereof. 
 Section 2.5. Trustee. The Trustee makes no representations as to the validity or sufficiency of this Third
Supplemental Indenture. The recitals and statements herein are deemed to be those of the Company, the Guarantor and the Parent Guarantor and not of the Trustee. 

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 IN WITNESS WHEREOF, the parties hereto have caused this Third Supplemental Indenture to be duly
executed, all as of the day and year first above written. 
  

			
	PLATINUM UNDERWRITERS FINANCE, INC., as Issuer
		
	By:		 /s/ Stephen H. Weinstein

	Name:		Stephen H. Weinstein
	Title:		Senior Vice President, General Counsel and Secretary
	
	PLATINUM UNDERWRITERS HOLDINGS, LTD., as Guarantor
		
	By:		 /s/ Mark A. Wilcox

	Name:		Mark A. Wilcox
	Title:		Senior Vice President, Group Controller and Chief Accounting Officer
	
	 RENAISSANCERE HOLDINGS LTD.,
 as
Parent Guarantor

		
	By:		 /s/ Mark A. Wilcox

	Name:		Mark A. Wilcox
	Title:		Senior Vice President, Chief Accounting Officer and Group Controller
	
	THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., as Trustee
		
	By:		 /s/ Lawrence M. Kusch

	Name:		Lawrence M. Kusch
	Title:		Vice President


 [Third Supplemental Indenture]