EX-4.2:



 






Exhibit 4.2




SECOND SUPPLEMENTAL INDENTURE




BY AND AMONG




PLATINUM UNDERWRITERS FINANCE, INC.




AS ISSUER,




PLATINUM UNDERWRITERS HOLDINGS, LTD.,




AS GUARANTOR




AND




JPMORGAN CHASE BANK, N.A.,




AS TRUSTEE




DATED AS OF NOVEMBER 2, 2005




PLATINUM UNDERWRITERS FINANCE, INC.




SERIES B 7.50% NOTES DUE JUNE 1, 2017




 









 





Table of Contents


	 	 	 	 	 
	
	 	 	Page	 
	
	 	 	 	 
	ARTICLE I  DEFINITIONS
	 	 	2	 
	Section 1.1. Definitions
	 	 	2	 
	ARTICLE
II  GENERAL TERMS AND CONDITIONS OF THE NOTES
	 	 	2	 
	Section 2.1. Title
	 	 	2	 
	Section 2.2. Principal Amount
	 	 	2	 
	Section 2.3. Payment of Principal and Interest
	 	 	2	 
	Section 2.4. Optional Redemption
	 	 	3	 
	Section 2.5. Amendments to Event of Default
	 	 	4	 
	Section 2.6. Form, Currency and Denominations
	 	 	4	 
	Section 2.7. Global Securities
	 	 	4	 
	Section 2.8. Ranking
	 	 	5	 
	Section 2.9. Miscellaneous
	 	 	5	 
	ARTICLE
III  MISCELLANEOUS PROVISIONS
	 	 	5	 
	Section 3.1. Ratification and Incorporation of Indenture
	 	 	5	 
	Section 3.2. Counterparts
	 	 	5	 
	Section 3.3. Governing Law
	 	 	5	 
	Section 3.4. Headings
	 	 	5	 
	Section 3.5. Trustee
	 	 	6	 
	Exhibit A
	 	 	A-1	 






 i




 









 








SECOND SUPPLEMENTAL INDENTURE




     This Second Supplemental Indenture, dated as of November 2, 2005 (the “Second Supplemental
Indenture”), to the Indenture, dated as of May 26, 2005 (the “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”), and 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”), and 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 4 New York Plaza, New York, New York 10004, 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 (the “First 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 Indenture providing for the issuance from time to time of its notes, debentures or other
evidences of its unsecured indebtedness (the “Securities”), unlimited as to principal amount;



     WHEREAS, the Indenture is incorporated herein by this reference;



     WHEREAS, Section 3.1 of the Indenture provides that, with respect to any series of Securities
to be authenticated and delivered under the Indenture, the terms of such series of Securities shall
be established by (i) a resolution of the Company’s Board of Directors and set forth in an
Officer’s Certificate of the Company or (ii) one or more indentures supplemental to the Indenture;



     WHEREAS, the Company and Guarantor executed and delivered the First Supplemental Indenture to
the Trustee on May 26, 2005 in connection with the issuance of the Series A 7.50% Notes due June 1,
2017 guaranteed by the Guarantor (the “Series A Notes”);



     WHEREAS, the Company now desires to create, under the Indenture, a series of Securities to be
known as its Series B 7.50% Notes due June 1, 2017 (the “Notes”), guaranteed by the Guarantor, to
be issued in exchange for the Series A Notes, the form and substance of such notes and the terms,
provisions and conditions thereof to be set forth as provided in the Indenture and this Second
Supplemental Indenture; and



     WHEREAS, all conditions necessary to authorize the execution and delivery of this Second
Supplemental Indenture and to make it a valid and binding obligation of the Company and the
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 and the
Trustee mutually covenant and agree as follows:



 









 





ARTICLE I




DEFINITIONS




     Section 1.1. Definitions. The following defined terms used herein shall have the
meanings specified below. Capitalized terms used herein without definition shall have the
respective meanings assigned such terms in the Indenture.



     “Interest Payment Date” means, with respect to the Notes only, June 1 and December 1 of each
year.



     “Regular Record Date” means, with respect to the Notes only, the close of business on May 15
or November 15, as the case may be, immediately preceding each Interest Payment Date.



ARTICLE II




GENERAL TERMS AND CONDITIONS OF THE NOTES




     There is hereby established a new series of Securities under the Indenture with the following
terms:



     Section 2.1. Title. The title of the series is “Series B 7.50% Notes due June 1,
2017”.



     Section 2.2. Principal Amount. There are to be issued by the Company, and
authenticated and delivered by the Trustee on the date hereof, $250,000,000 principal amount of
Notes, and such principal amount of Notes may be increased from time to time pursuant to Section
3.1 of the Indenture. All Notes need not be issued on the same date and such series may be reopened
at any time, without the consent of any Holder, for issuances of additional Notes, unlimited in
principal amount, upon delivery by the Company to the Trustee of either a resolution of the
Company’s Board of Directors and set forth in an Officer’s Certificate of the Company or an
indenture supplemental to the Indenture, setting forth the original issuance date of such
additional Notes. The terms of any such additional Notes will be identical (except as to
denomination, and the date from which interest shall accrue, the issue price and the first Interest
Payment Date) to the terms of the Notes initially issued, authenticated and delivered on the date
hereof. Any such additional Notes will, together with the previously issued Notes, constitute a
single series of Securities under the Indenture.



     Section 2.3. Payment of Principal and Interest.



     (a) The principal of the Notes shall be due on June 1, 2017 which date shall be the
Stated Maturity, subject to the provisions of the Indenture relating to acceleration of maturity.
The Notes will bear interest from May 26, 2005, or from the most recent Interest Payment Date to
which interest has been paid or duly provided for, at a rate of 7.50% per annum, payable
semi-annually in arrears on June 1 and December 1 of each year, commencing on December 1, 2005, and
at the Stated Maturity. The Company will pay interest to the Persons in



2









 







whose names the Notes are registered on the Regular Record Date for such Interest Payment
Date. Interest will be computed on the basis of a 360-day year comprised of twelve 30-day months.



     (b) If any Interest Payment Date falls on a day that is not a Business Day, the
interest payment will be postponed to the next day that is a Business Day, and no interest on such
payment will accrue for the period from and after such Interest Payment Date. If the maturity date
of the Notes falls on a day that is not a Business Day, the payment of interest and principal may
be made on the next succeeding Business Day, and no interest on such payment will accrue for the
period from and after the maturity date. Interest payments for the Notes will include accrued
interest from and including the date of issue or from and including the last date in respect of
which interest has been paid, as the case may be, to, but excluding, the Interest Payment Date or
the date of maturity, as the case may be. Interest on the Notes which have a Redemption Date after
a Regular Record Date, and on or before the following Interest Payment Date, will also be payable
to the Persons in whose names the Notes are registered on such Regular Record Date.



     (c) Payment of the principal and interest due at maturity of the Notes shall be made
upon surrender of the Notes at the Corporate Trust Office of the Trustee. The principal of and
interest on the Notes shall be paid in Dollars. Payments of principal of or interest on the Notes
will be made, subject to such surrender where applicable, at the option of the Company, (i) by
check mailed to the address of the Person entitled thereto as such address shall appear in the
Security Register or (ii) by wire transfer to an account maintained by the payee with a bank
located in the United States.



     Section 2.4. Optional Redemption.



     (a) The Notes will be redeemable as a whole at any time or in part from time to
time, at the option of the Company, at a “make-whole” redemption price equal to the greater of (i)
100% of the principal amount of the Notes being redeemed or (ii) the sum of the present values of
the remaining scheduled payments of principal and interest (other than accrued interest) on the
Notes being redeemed, discounted to the redemption date on a semi-annual basis (assuming a 360-day
year consisting of twelve 30-day months) at the Treasury Rate plus 50 basis points, plus, in either
case, any interest accrued but not paid to the date of redemption. Notice of any redemption will be
mailed at least 30 days but no more than 60 days before the redemption date to each Holder of the
Notes to be redeemed. Unless the Company defaults in payment of the redemption price, on and after
the redemption date, interest will cease to accrue on the Notes or portions thereof called for
redemption.



     (b) For the purposes of this Section 2.4,



     “Treasury Rate” means, with respect to any redemption date for the Notes, the rate per year
equal to the semi-annual equivalent yield to maturity of the Comparable Treasury Issue, assuming a
price for the Comparable Treasury Issue (expressed as a percentage of its principal amount) equal
to the Comparable Treasury Price for the redemption date.



3









 





     “Comparable Treasury Issue” means the United States Treasury security selected by an
Independent Investment Banker as having a maturity comparable to the remaining term of the Notes to
be redeemed that would be utilized, at the time of selection and in accordance with customary
financial practice, in pricing new issues of corporate debt securities of comparable maturity to
the remaining term of such Notes.



     “Independent Investment Banker” means one of the Reference Treasury Dealers appointed by the
Company.



     “Comparable Treasury Price” means, with respect to any redemption date for the Notes, (1) the
average of the bid and asked prices for the Comparable Treasury Issue (expressed in each case as a
percentage of its principal amount) on the third Business Day preceding the redemption date, as set
forth in the daily statistical release (or any successor release) published by the Federal Reserve
Bank of New York and designated “Composite 3:30 p.m. Quotations for U.S. Government Securities” or
(2) if that release (or any successor release) is not published or does not contain those prices on
that Business Day, (A) the average of the Reference Treasury Dealer Quotations for the redemption
date, after excluding the highest and lowest Reference Treasury Dealer Quotations for that
redemption date, or (B) if the Company obtains fewer than four Reference Treasury Dealer
Quotations, the average of all the Reference Treasury Dealer Quotations obtained.



     “Reference Treasury Dealer Quotations” means, with respect to each Reference Treasury Dealer
and any redemption date, the average, as determined by the Trustee, of the bid and asked prices for
the Comparable Treasury Issue (expressed in each case as a percentage of its principal amount)
quoted in writing to the Trustee by a Reference Treasury Dealer at 5:00 p.m. New York City time, on
the third Business Day preceding such redemption date.



     “Reference Treasury Dealer” means (1) Goldman Sachs & Co. or its successor; provided, however,
that if they cease to be a primary U.S. Government securities dealer in New York City, the Company
shall appoint another primary U.S. Government securities dealer as a substitute and (2) any other
U.S. Government securities dealers selected by the Company.



     Section 2.5. Amendments to Event of Default. The provisos in Section 6.1(a) and
Section 6.1(b) of the Indenture shall not be applicable with respect to the Notes.



     Section 2.6. Form, Currency and Denominations. The Notes shall be issued in fully
registered form, without coupons, in denominations of $1,000 and integral multiples of $1,000. The
Notes will be issued in substantially the form set forth in Exhibit A hereto, which shall include
the Private Placement Legend only for so long as, and to the extent that, the Notes constitute
Restricted Securities. The Depository with respect to the Notes shall be The Depository Trust
Company, New York, New York.



     Section 2.7. Global Securities.



     (a) The Notes will be issued in the form of one or more Global Securities registered
in the name of the Depository (which shall be The Depository Trust Company) or its nominee. Except
under the circumstances set forth in Section 3.6 of the Indenture, the Global



4









 







Securities will not be exchangeable for, and will not otherwise be issuable as, Notes in
definitive form. Owners of beneficial interests in such a Global Security will not be considered
the registered owners or Holders of Notes for any purpose.



     (b) No Security representing a Note shall be exchangeable, except for another Global
Security of like denomination and tenor to be registered in the name of the Depository or its
nominee or to a successor Depository or its nominee. Payment of principal of, any premium or
interest on, and any Additional Amounts or Additional Interest, if applicable, in respect of, any
Note in global form shall be made to the registered Holder thereof.



     Section 2.8. Ranking. The Notes will represent the Company’s direct, unsecured
obligations and will rank equally with all the Company’s existing and future unsecured and
unsubordinated indebtedness. The Guarantees will represent the Guarantor’s direct, unsecured
obligations and will rank equally with all the Guarantor’s existing and future unsecured and
unsubordinated indebtedness. The Notes and the Guarantees will rank junior to any senior secured
debt that the Company or the Guarantor, respectively may incur in the future.



     Section 2.9. Miscellaneous. The Company is not obligated to redeem or purchase any
Notes pursuant to any sinking fund or analogous provision. The Notes will not be convertible into
shares of Common Stock of the Company and/or exchangeable for other securities. The amount of
payments of principal with respect to the Notes shall not be determined with reference to an index,
formula or other method or methods. No Notes are issuable upon the exercise of warrants. Each of
Section 12.2(b) of the Indenture relating to defeasance and Section 12.2(c) of the Indenture
relating to covenant defeasance shall be applicable to the Notes. Except as set forth in Section
4.4 of the Indenture, there will be no Additional Amount payable on the Notes. The Company may
exercise its option to redeem the Notes for tax purposes pursuant to Section 4.5 of the Indenture.



ARTICLE III




MISCELLANEOUS PROVISIONS




     Section 3.1. Ratification and Incorporation of Indenture. As supplemented hereby,
the Indenture is in all respects ratified and confirmed, and the Indenture as supplemented by this
Second Supplemental Indenture shall be read, taken and construed as one and the same instrument.



     Section 3.2. Counterparts. This Second 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 3.3. Governing Law. This Second 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 3.4. Headings. The Article and Section headings herein are for convenience
only and shall not affect the construction hereof.



5









 





     Section 3.5. Trustee. The Trustee makes no representations as to the validity or
sufficiency of this Second Supplemental Indenture. The recitals and statements herein are deemed to
be those of the Company and the Guarantor and not of the Trustee.



[The remainder of this page is intentionally left blank.]




6









 





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



	 	 	 	 	 
	 	PLATINUM UNDERWRITERS FINANCE, INC.

      as Issuer

 	 
	 	By:  	/s/  Joseph F. Fisher
 	 
	 	 	Name:  	Joseph F. Fisher 	 
	 	 	Title:  	Executive Vice President and Chief

Financial Officer 	 
	 
	 	PLATINUM UNDERWRITERS HOLDINGS, LTD.

      as Guarantor

 	 
	 	By:  	/s/  Joseph F. Fisher
 	 
	 	 	Name:  	Joseph F. Fisher 	 
	 	 	Title:  	Executive Vice President and Chief

Financial Officer 	 
	 
	 	JPMORGAN CHASE BANK, N.A.

      as Trustee

 	 
	 	By:  	/s/ Albert P. Mari Jr.
 	 
	 	 	Name:  	Albert P. Mari, Jr. 	 
	 	 	Title:  	Vice President 	 
	 




7









 








EXHIBIT A



UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST
COMPANY, A NEW YORK CORPORATION (“DTC”), TO PLATINUM UNDERWRITERS FINANCE, INC. OR ITS AGENT FOR
REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME
OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND
SUCH PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO
ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER, CEDE & CO., HAS AN INTEREST HEREIN.



UNLESS AND UNTIL THIS CERTIFICATE IS EXCHANGED IN WHOLE OR IN PART FOR NOTES IN CERTIFICATED FORM,
THIS CERTIFICATE MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY DTC TO A NOMINEE THEREOF OR BY A
NOMINEE THEREOF TO DTC OR ANOTHER NOMINEE OF DTC OR BY DTC OR ANY SUCH NOMINEE TO A SUCCESSOR OF
DTC OR A NOMINEE OF SUCH SUCCESSOR.



[LEGEND ONLY APPLICABLE IF A RESTRICTED SECURITY: NOTES EVIDENCED HEREBY HAVE NOT BEEN REGISTERED
UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”) AND MAY NOT BE
OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT (A) (1) TO A PERSON WHO THE SELLER
REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER WITHIN THE MEANING OF RULE 144A UNDER THE
SECURITIES ACT PURCHASING FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER
IN A TRANSACTION MEETING THE REQUIREMENT OF RULE 144A, (2) IN AN OFFSHORE TRANSACTION COMPLYING
WITH RULE 903 OR RULE 904 OF REGULATION S UNDER THE SECURITIES ACT, OR (3) PURSUANT TO AN EXEMPTION
FROM REGISTRATION UNDER THE SECURITIES ACT PROVIDED BY RULE 144 THEREUNDER (IF AVAILABLE), OR (4)
TO AN INSTITUTIONAL ACCREDITED INVESTOR IN A TRANSACTION EXEMPT FROM THE REGISTRATION REQUIREMENTS
OF THE SECURITIES ACT, OR (5) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES
ACT AND (B) IN ACCORDANCE WITH ALL APPLICABLE SECURITIES LAWS OF THE STATES OF THE UNITED STATES.]




	 	 	 
	 

	 	PLATINUM UNDERWRITERS FINANCE, INC.

SERIES B 7.50% NOTES DUE JUNE 1, 2017
	 
	 	 
	No. [ ]

	 	CUSIP No.: [             ]
	 
	 	 
	Principal Amount:

	 	$[
           
            ]






A-1









 






	 	 	 
	Regular Record Date:

	 	May 15 or November 15, as the case may be,
immediately preceding each Interest Payment Date
	 
	 	 
	Original Issue Date:

	 	[             ]
	 
	 	 
	Maturity Date:

	 	June 1, 2017
	 
	 	 
	Interest Payment Dates:

	 	June 1 and December 1
	 
	 	 
	Interest Rate:

	 	7.50% per annum
	 
	 	 
	Authorized Denomination:

	 	$1,000, or any integral multiple of $1,000






     Platinum Underwriters Finance, Inc., a company duly organized and existing under the laws of
the State of Delaware (the “Company”, which term includes any successor corporation under the
Indenture referred to on the reverse hereof), for value received, hereby promises to pay to CEDE &
CO., or registered assigns, the Principal Amount shown above on the Maturity Date shown above, and
to pay interest thereon from the Original Issuance Date shown above, or from the most recent
Interest Payment Date to which interest has been paid or duly provided for, semi-annually in
arrears on each Interest Payment Date as specified above (including the Maturity Date), commencing
on December 1, 2005, at the rate of 7.50% per annum until the principal hereof is paid or duly
provided for. Interest not timely paid or provided for shall, to the extent permitted by
applicable laws, bear simple interest at the rate of 7.50% per annum. As provided in the
Indenture, the Company under certain circumstances would be required to pay Additional Amounts to
the Holders of the Notes.



     The interest so payable, and punctually paid or duly provided for, on any Interest Payment
Date (including the Maturity Date) will, as provided in the Indenture, be paid to the Person in
whose name this Note is registered at the close of business on the Regular Record Date as specified
above next preceding each Interest Payment Date. Any such interest not so punctually paid or duly
provided for will forthwith cease to be payable to the Holder on such Regular Record Date and may
either be paid to the Person in whose name this Note is registered at the close of business on a
Special Record Date for the payment of such defaulted interest established by notice given by or on
behalf of the Company to the Holders of Notes not less than 15 days prior to such Special Record
Date, such Special Record Date to be not less than 10 days prior to the date for payment of such
defaulted interest, or be paid at any time in any other lawful manner not inconsistent with the
requirements of any securities exchange, if any, on which the Notes shall be listed, and upon such
notice as may be required by any such exchange, all as more fully provided in the Indenture.



     Payments of interest on this Note will include interest accrued to but excluding the
respective Interest Payment Dates. Interest payments for this Note shall be computed and paid on
the basis of a 360-day year of twelve 30-day months. In the event that any date on which interest
is payable on this Note is not a Business Day, then payment of the interest payable on such date
will be made on the next succeeding day that is a Business Day, with the same force and effect as
if made on the date the payment was originally payable. A “Business Day” shall mean each Monday,
Tuesday, Wednesday, Thursday and Friday which is not a day on which banking institutions in



A-2









 







New York City are generally authorized or obligated, by law, regulation or executive order to
close.



     Payment of the principal of and interest due on the Maturity Date of this Note shall be made
upon surrender of this Note at the Corporate Trust Office of the Trustee. The principal of and
interest on this Note shall be paid in Dollars. Payments of principal of or interest will be made,
subject to such surrender where applicable, at the option of the Company, (i) by check mailed to
the address of the Person entitled thereto as such address shall appear in the Security Register or
(ii) by wire transfer to an account maintained by the payee with a bank located in the United
States.



     REFERENCE IS HEREBY MADE TO THE FURTHER PROVISIONS OF THIS NOTE SET FORTH ON THE REVERSE
HEREOF, WHICH FURTHER PROVISIONS SHALL FOR ALL PURPOSES HAVE THE SAME EFFECT AS IF SET FORTH AT
THIS PLACE.



     Unless the certificate of authentication hereon has been executed by the Trustee by manual
signature, this Note and the Guarantee endorsed herein shall not be entitled to any benefit under
the Indenture or be valid or obligatory for any purpose.



     IN WITNESS WHEREOF, the Company has caused this instrument to be duly executed.



Dated:




	 	 	 	 	 
	 	PLATINUM UNDERWRITERS FINANCE, INC.

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 	 	 
	 	By:  	
 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 




A-3









 








CERTIFICATE OF AUTHENTICATION





     This is one of the Series B 7.50 % Notes due June 1, 2017 referred to in the within-mentioned
Indenture.



	 	 	 	 	 
	 	JPMORGAN CHASE BANK, N.A., as Trustee

 	 
	 	By:  	 	 
	 	 	Authorized Officer 	 
	 	 	 	 
	 



(Reverse Side of Note)





     This security is one of a duly authorized issue of debt securities of the Company (hereinafter
called the “Securities”), all issued or to be issued under and pursuant to an Indenture, dated as
of May 26, 2005 (the “Indenture”), by and among the Company, the Guarantor and JPMorgan Chase Bank,
N.A., as trustee (the “Trustee,” which term includes any successor trustee under the Indenture), to
which Indenture and all indentures supplemental thereto relating to this security (including,
without limitation, the Second Supplemental Indenture, dated as of
[                     ], 2005, by and among the
Company, the Guarantor and the Trustee) reference is hereby made for a statement of the respective
rights, limitation of rights, duties and immunities thereunder of the Company, the Guarantor, the
Trustee and the Holders of the Securities issued thereunder and of the terms upon which said
Securities are, and are to be, authenticated and delivered. The Securities may be issued in one or
more series, which different series may be issued in various aggregate principal amounts, may
mature at different times, may bear interest at different rates and may otherwise vary as provided
in the Indenture or any indenture supplemental thereto. This security is one of a series designated
on the face as Series B 7.50 % Notes due June 1, 2017 (the “Notes”), initially limited in aggregate
principal amount to $250,000,000, subject to increase as provided in Section 3.1 of the Indenture.
Capitalized terms used herein for which no definition is provided herein shall have the meanings
set forth in the Indenture.



     While this Note is represented by one or more global notes registered in the name of DTC or
its nominee, the Company will cause payments of principal of, premium, if any, and interest on this
Note to be made to DTC or its nominee, as the case may be, by wire transfer to the extent, in the
funds and in the manner required by agreements with, or regulations or procedures



 









 







prescribed from time to time by, DTC or its nominee, and otherwise in accordance with such
agreements, regulations and procedures.



     The Notes will not have a sinking fund. The Notes will be redeemable as a whole at any time or
in part from time to time, at the option of the Company, at a “make-whole” redemption price equal
to the greater of (i) 100% of the principal amount of the Notes being redeemed or (ii) the sum of
the present values of the remaining scheduled payments of principal and interest (other than
accrued interest) on the Notes being redeemed, discounted to the redemption date on a semi-annual
basis (assuming a 360-day year consisting of twelve 30-day months) at the Treasury Rate plus 50
basis points, plus, in either case, any interest accrued but not paid to the date of redemption.
Notice of any redemption will be mailed at least 30 days but no more than 60 days before the
redemption date to each Holder of the Notes to be redeemed. Unless the Company defaults in payment
of the redemption price, on and after the redemption date, interest will cease to accrue on the
Notes or portions thereof called for redemption.



     “Treasury Rate” means, with respect to any redemption date for the Notes, the rate per year
equal to the semi-annual equivalent yield to maturity of the Comparable Treasury Issue, assuming a
price for the Comparable Treasury Issue (expressed as a percentage of its principal amount) equal
to the Comparable Treasury Price for the redemption date.



     “Comparable Treasury Issue” means the United States Treasury security selected by an
Independent Investment Banker as having a maturity comparable to the remaining term of the Notes to
be redeemed that would be utilized, at the time of selection and in accordance with customary
financial practice, in pricing new issues of corporate debt securities of comparable maturity to
the remaining term of such Notes.



     “Independent Investment Banker” means one of the Reference Treasury Dealers appointed by the
Company.



     “Comparable Treasury Price” means, with respect to any redemption date for the Notes, (1) the
average of the bid and asked prices for the Comparable Treasury Issue (expressed in each case as a
percentage of its principal amount) on the third Business Day preceding the redemption date, as set
forth in the daily statistical release (or any successor release) published by the Federal Reserve
Bank of New York and designated “Composite 3:30 p.m. Quotations for U.S. Government Securities” or
(2) if that release (or any successor release) is not published or does not contain those prices on
that Business Day, (A) the average of the Reference Treasury Dealer Quotations for the redemption
date, after excluding the highest and lowest Reference Treasury Dealer Quotations for that
redemption date, or (B) if the Company obtains fewer than four Reference Treasury Dealer
Quotations, the average of all the Reference Treasury Dealer Quotations obtained.



     “Reference Treasury Dealer Quotations” means, with respect to each Reference Treasury Dealer
and any redemption date, the average, as determined by the Trustee, of the bid and asked prices for
the Comparable Treasury Issue (expressed in each case as a percentage of its principal amount)
quoted in writing to the Trustee by a Reference Treasury Dealer at 5:00 p.m. New York City time, on
the third Business Day preceding such redemption date.



2









 





     “Reference Treasury Dealer” means (1) Goldman Sachs & Co. or its successor; provided, however,
that if they cease to be a primary U.S. Government securities dealer in New York City, the Company
shall appoint another primary U.S. Government securities dealer as a substitute and (2) any other
U.S. Government securities dealers selected by the Company.



     The Company will mail a notice of redemption at least 30 days but no more than 60 days before
the redemption date to each Holder of the Securities to be redeemed. If less than all of the
Securities are to be redeemed, the Trustee will select, by such method as it will deem fair and
appropriate, including pro rata or by lot, the Securities to be redeemed in whole or in part.



     The Indenture contains provisions for redemption of the Notes for tax purposes in whole but
not in part at the option of the Company.



     The Indenture also contains provisions for defeasance at any time of the entire indebtedness
of the Notes or of certain restrictive covenants with respect to the Notes, in each case upon
compliance with certain conditions set forth in the Indenture.



     If an Event of Default with respect to the Notes shall occur and be continuing, the principal
of the Notes may be declared due and payable in the manner, with the effect and subject to the
conditions provided in the Indenture.



     The Indenture permits, with certain exceptions as therein provided, the amendment thereof and
the modification of the rights and obligations of the Company and the Guarantor and the rights of
the Holders of the Notes to be affected under the Indenture at any time by the Company, the
Guarantor and the Trustee with the consent of the Holders of not less than a majority in principal
amount of the Notes at the time Outstanding affected thereby. The Indenture also contains
provisions permitting the Holders of not less than a majority in principal amount of the Notes at
the time Outstanding, on behalf of the Holders of all Notes, to waive compliance by the Company or
the Guarantor, or both, with certain provisions of the Indenture and certain past defaults under
the Indenture and their consequences. Any such consent or waiver by the Holder of this Note shall
be conclusive and binding upon such Holder and upon all future Holders of this Note and of any Note
issued upon the registration of transfer hereof or in exchange hereof or in lieu hereof, whether or
not notation of such consent or waiver is made upon this Note.



     No reference herein to the Indenture and no provision of this Note or of the Indenture shall
alter or impair the obligation of the Company, which is absolute and unconditional, to pay the
principal of and interest on this Note at the times, place and rate, and in the coin or currency,
herein prescribed.



     As provided in the Indenture and subject to certain limitations therein set forth, the
transfer of this Note is registrable in the Security Register, upon surrender of this Note for
registration of transfer at the office or agency of the Company for such purpose, duly endorsed by,
or accompanied by a written instrument of transfer in form satisfactory to the Company and the
Security Registrar and duly executed by, the Holder hereof or his attorney duly authorized in
writing, and thereupon one or more new Notes, of authorized denominations and of like tenor and for
the same aggregate principal amount, will be issued to the designated transferee or transferees. No
service charge shall be made for any such registration of transfer or exchange, but the



3









 







Company may require payment of a sum sufficient to cover any tax or other governmental charge
or certain other expenses payable in connection therewith.



     Prior to due presentment of this Note for registration of transfer, the Company, the
Guarantor, the Trustee and any agent of the Company or the Guarantor or the Trustee may treat the
Person in whose name this Note is registered as the owner hereof for all purposes, whether or not
this Note be overdue, and neither the Company, the Guarantor nor the Trustee nor any such agent
shall be affected by notice to the contrary.



     The Notes are issuable only in registered form without coupons in denominations of $1,000 and
any integral multiple of $1,000. As provided in the Indenture and subject to certain limitations
therein set forth, Notes are exchangeable for a like aggregate principal amount of Notes of a
different authorized denomination, as requested by the Holder surrendering the same upon surrender
of the Note or Notes to be exchanged at the office or agency of the Company.



     This Note 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.



ABBREVIATIONS




     The following abbreviations, when used in the inscription on the face of this instrument,
shall be construed as though they were written out in full according to applicable laws or
regulations:



TEN COM-as tenants in common




UNIF GIFT
MIN ACT - Uniform Gifts to Minors Act




TEN ENT-as tenants by the entireties



JT TEN-as joint tenants with rights of

survivorship and not as tenants in common



Additional abbreviations may also be used though not on the above list.




     FOR VALUE RECEIVED, the undersigned hereby sell(s) and transfer(s) unto (please insert Social
Security or other identifying number of assignee)



     PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS, INCLUDING POSTAL ZIP CODE OF ASSIGNEE the within
Note and all rights thereunder, hereby irrevocably constituting and appointing agent to transfer
said Note on the books of the Company with full power of substitution in the premises.


Dated:




4









 








     NOTICE: The signature to this assignment must correspond with the name as written upon the
face of the within instrument in every particular without alteration or enlargement, or any change
whatever.




5









 








GUARANTEE




     For value received, Platinum Underwriters Holdings, Ltd., a corporation duly organized and
existing under the laws of Bermuda (herein called the “Guarantor”, which term includes any
successor under the Indenture referred to in the Note upon which this Guarantee is endorsed),
hereby absolutely, fully and unconditionally and irrevocably guarantees to the Holder of the Note
upon which this Guarantee is endorsed, and to the Trustee on behalf of itself and such Holder, (a)
the due and punctual payment of the principal of, premium, if any, interest, if any, and Additional
Amounts, if any, on such Note, and the due and punctual payment of any sinking fund payments
provided in such Note when and as the same shall become due and payable, whether at the Stated
Maturity or by declaration of acceleration, call for redemption or otherwise, (b) the due and
punctual payment of interest on overdue principal of and interest on such Note, if any, if lawful,
and (c) the due and punctual payment of any and all other payments due to the Holder or the
Trustee, all in accordance with the terms of such Note and of the Indenture. In case of the
failure of the Company, punctually to make any such payment of principal, premium, if any,
interest, if any, or Additional Amounts, if any, the Guarantor hereby agrees to cause any such
payment to be made punctually when and as the same shall become due and payable, whether at the
Stated Maturity or by declaration of acceleration, call for redemption or otherwise, and as if such
payment were made by the Company.



     The Guarantor hereby agrees that its obligations hereunder are a guaranty of payment and not a
guaranty of collection or performance and shall be unconditional and absolute, irrespective of the
validity, regularity or enforceability of such Note or the Indenture or any limitation of the
Company thereunder or any limitation on the method or terms of payment thereunder which may now or
hereafter be caused or imposed in any manner whatsoever, the absence of any action to enforce the
same, any waiver or consent by the Holder of such Note or by the Trustee with respect to any
provisions thereof or of the Indenture, the obtaining of any judgment against the Company or any
action to enforce the same or any other circumstance which might otherwise constitute a legal or
equitable discharge or defense of a guarantor. The Guarantor hereby waives the benefits of
division and discussion, diligence, presentment, demand of payment, filing of claims with a court
in the event of insolvency or bankruptcy of the Company, any right to require a proceeding first
against the Company, protest or notice with respect to such Note or the indebtedness evidenced
thereby and all demands whatsoever, and covenants that this Guarantee will not be discharged except
by complete performance of the obligations contained in such Note and in this Guarantee.



     Without limiting the generality of the foregoing, the Guarantor hereby agrees that the
obligations of the Guarantor hereunder shall not be released, affected or impaired by assignment or
transfer in whole or in part of the Note whether or not made without notice to or the consent of
the Guarantor and shall not be subject to any reduction, limitation, impairment or termination for
any reason, including any claim of waiver, release, surrender, alteration or compromise, and shall
not be subject to any defense of, including, but not limited to, setoff, counterclaim, recoupment
or termination whatsoever, and that such obligations shall not be released, affected or impaired
regardless of whether or not any Holder, including the Holder of the Note, or anyone on behalf of
any such Holder shall have instituted any suit, action or proceeding or exhausted its remedies or
taken any steps to enforce any rights against the Company or any other person to compel any such
performance or observance or to collect all or



 









 







part of any such amount, either pursuant to the provisions of the Indenture or the Note or at
law or in equity, and regardless of any other condition or contingency, or by reason of the
invalidity, illegality or unenforceability of the Note or the Indenture or otherwise and that such
obligations shall not be discharged or impaired or otherwise affected by the failure of the Trustee
or any Holder of such Note to assert any claim or demand or to enforce any remedy under the
Indenture or such Note, any other guarantee or any other agreement, by any waiver, amendment,
indulgence or modification (whether material or otherwise) of any provision of any thereof, by any
default, failure or delay, willful or otherwise, in the performance of any obligations under the
Indenture, the Note or this Guarantee, or by the voluntary or involuntary liquidation, sale or
other disposition of all or substantially all of the assets of the Company or the Guarantor, or any
receivership, insolvency, bankruptcy, reorganization, or other similar proceedings, affecting the
Company or any of its assets, or the release of any property from the lien and Note interest
created by the Indenture or the Note or of any other Note for the Note, or the release or discharge
of the Company or the Guarantor from the performance or observance of any agreement, covenant, term
or condition contained in the Indenture or the Note by operation of law, or the merger or
consolidation of the Company or the Guarantor, or any other cause, whether similar or dissimilar to
the foregoing, or by any other act or omission that may or might in any manner or to the extent
vary the risk or obligations of the Guarantor or that would otherwise operate as a discharge or a
surety or guarantor as a matter of law or equity (other than the performance of the obligations
contained in such Note and in this Guarantee).



     The Holder of the Note upon which this Guarantee is endorsed is entitled to the further
benefits relating hereto set forth in the Indenture. No reference herein to the Indenture and no
provision of this Guarantee or of the Indenture shall alter or impair the guarantee of the
Guarantor, which is absolute and unconditional, of the due and punctual payment of the principal of
and interest, or any such other payments, on the Note upon which this Guarantee is endorsed.



     This Guarantee shall be governed by and construed in accordance with the laws of the State of
New York, without giving effect to the conflicts of laws principles thereof.



     All terms used in this Guarantee which are defined in the Indenture shall have the meanings
assigned to them in the Indenture.



     This Guarantee shall not be valid or obligatory for any purpose until the certificate of
authentication on the Note upon which this Guarantee is endorsed shall have been executed by the
Trustee under the Indenture by the manual signature of one of its authorized officers.



 









 





     IN WITNESS WHEREOF, the Guarantor has caused this Guarantee to be duly executed.



	 	 	 	 	 	 	 
	 	 	 	 	PLATINUM UNDERWRITERS
HOLDINGS, LTD.
	 
	 	 	 	 	 	 
	 

	 	 	 	By:	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	 	 	Name:
	 

	 	 	 	 	 	Title:
	Attest:	 	 	 	 
	 
	 	 	 	 	 	 
	By:
	 	 	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	Name:	 	 	 	 
	 

	 	Title: