10-Q

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q

x	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
	For the quarterly period ended September 30, 2008
	OR
o	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
	For the transition period from __________ to __________

Commission File Number: 001-31341

Platinum Underwriters Holdings, Ltd.

(Exact name of registrant as specified in its charter)

Bermuda	98-0416483
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)

The Belvedere Building 69 Pitts Bay Road Pembroke, Bermuda	HM 08
(Address of principal executive offices)	(Zip Code)

(441) 295-7195

(Registrant's telephone number, including area code)

Not Applicable

(Former name, former address and former fiscal year, if changed since last report)

Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.      Yes  X   No ___

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company.  See the definitions of "accelerated filer”, “large accelerated filer" and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer	X		Accelerated filer
Non-accelerated filer		(Do not check if a smaller reporting company)	Smaller reporting company

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).     Yes  No X_

As of October 14, 2008, there were outstanding 47,706,861 common shares, par value $0.01 per share, of the registrant.

PLATINUM UNDERWRITERS HOLDINGS, LTD.

QUARTERLY REPORT ON FORM 10-Q FOR THE QUARTER ENDED SEPTEMBER 30, 2008

TABLE OF CONTENTS

		Page
PART I  –  FINANCIAL INFORMATION
Item 1.	Condensed Consolidated Financial Statements
	Consolidated Balance Sheets as of September 30, 2008 (Unaudited) and December 31, 2007	1
	Consolidated Statements of Operations and Comprehensive Income for the Three and Nine Months Ended September 30, 2008 and 2007 (Unaudited)	2
	Consolidated Statements of Changes in Shareholders’ Equity for the Nine Months Ended September 30, 2008 and 2007 (Unaudited)	3
	Consolidated Statements of Cash Flows for the Nine Months Ended September 30, 2008 and 2007 (Unaudited)	4
	Notes to Condensed Consolidated Financial Statements for the Three and Nine Months Ended September 30, 2008 and 2007 (Unaudited)	5
Item 2.	Management's Discussion and Analysis of Financial Condition and Results of Operations	17
Item 3.	Quantitative and Qualitative Disclosures about Market Risk	33
Item 4.	Controls and Procedures	34
PART II  –  OTHER INFORMATION
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	36
Item 6.	Exhibits	36
SIGNATURES		37

PART I - FINANCIAL INFORMATION

  ITEM 1. CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Platinum Underwriters Holdings, Ltd. and Subsidiaries

Consolidated Balance Sheets

($ in thousands, except share data)

	(Unaudited)
	September 30, 2008			December 31, 2007
ASSETS
Investments:
Fixed maturity available-for-sale securities at fair value (amortized cost – $3,598,487 and $3,214,981, respectively)	$	3,414,639		$	3,191,923
Fixed maturity trading securities at fair value (amortized cost – $143,448 and $170,952, respectively)		144,307			169,818
Preferred stocks (cost – $3,087 and $12,246, respectively)		3,087			9,607
Short-term investments		95,979			13,876
Total investments		3,658,012			3,385,224
Cash and cash equivalents		600,681			1,076,279
Accrued investment income		30,932			34,696
Reinsurance premiums receivable		295,914			244,360
Reinsurance recoverable on ceded losses and loss adjustment expenses		12,425			27,979
Prepaid reinsurance premiums		14,706			9,369
Funds held by ceding companies		146,470			165,604
Deferred acquisition costs		58,731			70,508
Deferred tax assets		65,518			43,342
Other assets		21,984			21,389
Total assets	$	4,905,373		$	5,078,750
LIABILITIES AND SHAREHOLDERS’ EQUITY
Liabilities
Unpaid losses and loss adjustment expenses	$	2,460,185		$	2,361,038
Unearned premiums		261,979			298,498
Debt obligations		250,000			250,000
Ceded premiums payable		4,731			4,559
Commissions payable		122,699			100,204
Other liabilities		33,387			66,074
Total liabilities		3,132,981			3,080,373
Shareholders’ Equity
Preferred shares, $.01 par value, 25,000,000 shares authorized, 5,750,000 shares issued and outstanding		57			57
Common shares, $.01 par value, 200,000,000 shares authorized, 47,706,861 and 53,779,914 shares issued and outstanding, respectively		477			538
Additional paid-in capital		1,116,050			1,338,466
Accumulated other comprehensive loss		(170,257	)		(24,339	)
Retained earnings		826,065			683,655
Total shareholders' equity		1,772,392			1,998,377
Total liabilities and shareholders' equity	$	4,905,373		$	5,078,750

See accompanying Notes to the Condensed Consolidated Financial Statements.

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Platinum Underwriters Holdings, Ltd. and Subsidiaries

Consolidated Statements of Operations and Comprehensive Income (Loss) (Unaudited)

For the Three and Nine Months Ended September 30, 2008 and 2007

($ in thousands, except per share data)

	Three Months Ended September 30,						Nine Months Ended September 30,
	2008			2007			2008			2007
Revenue:
Net premiums earned	$	280,725			290,310			840,558		$	871,076
Net investment income		48,043			54,283			144,037			160,666
Net realized losses on investments		(18,214	)		(864	)		(18,353	)		(2,521	)
Other expense		(1,686	)		(659	)		(5,892	)		(3,645	)
Total revenue		308,868			343,070			960,350			1,025,576
Expenses:
Net losses and loss adjustment expenses		270,863			163,923			524,458			510,267
Net acquisition expenses		56,320			51,445			182,999			156,392
Operating expenses		21,153			28,161			67,943			77,475
Net foreign currency exchange (gains) losses		6,134			(1,429	)		3,263			(2,887	)
Interest expense		4,752			5,457			14,253			16,368
Total expenses		359,222			247,557			792,916			757,615
Income (loss) before income tax expense (benefit)		(50,354	)		95,513			167,434			267,961
Income tax expense (benefit)		(5,014	)		4,210			5,246			13,175
Net income (loss)		(45,340	)		91,303			162,188			254,786
Preferred dividends		2,602			2,602			7,806			7,806
Net income (loss) attributable to common shareholders	$	(47,942	)		88,701			154,382		$	246,980
Earnings (loss) per share:
Basic earnings (loss) per share	$	(0.99	)		1.50			3.09		$	4.15
Diluted earnings (loss) per share	$	(0.99	)		1.37			2.81		$	3.79
Comprehensive income (loss):
Net income (loss)	$	(45,340	)		91,303			162,188		$	254,786
Other comprehensive income (loss):
Net change in unrealized gains and losses on available-for-sale securities, net of deferred taxes		(102,921	)		23,718			(145,918	)		853
Cumulative translation adjustments, net of deferred taxes		–			1			–			(675	)
Comprehensive income (loss)	$	(148,261	)		115,022			16,270		$	254,964
Shareholder dividends:
Preferred dividends declared	$	2,602			2,602			7,806		$	7,806
Preferred dividends declared per share		0.45			0.45			1.36			1.36
Common dividends declared		3,842			4,639			11,972			14,250
Common dividends declared per share	$	0.08			0.08			0.24		$	0.24

See accompanying Notes to the Condensed Consolidated Financial Statements.

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Platinum Underwriters Holdings, Ltd. and Subsidiaries

Consolidated Statements of Changes in Shareholders’ Equity (Unaudited)

For the Nine Months Ended September 30, 2008 and 2007

($ in thousands)

	2008			2007
Preferred shares:
Balances at beginning and end of periods	$	57		$	57
Common shares:
Balances at beginning of period		538			597
Exercise of common share options		11			10
Issuance of common shares		3			–
Purchase of common shares		(75	)		(35	)
Balances at end of period		477			572
Additional paid-in capital:
Balances at beginning of period		1,338,466			1,545,979
Exercise of common share options		25,885			22,629
Issuance of common shares		1,693			–
Share based compensation		10,303			6,102
Settlement of equity awards		(999	)		–
Purchase of common shares		(260,323	)		(116,938	)
Tax benefit of share options		1,025			949
Balances at end of period		1,116,050			1,458,721
Accumulated other comprehensive loss:
Balances at beginning of period		(24,339	)		(44,289	)
Net change in unrealized gains and losses on available-for-sale securities, net of deferred taxes		(145,918	)		853
Net change in cumulative translation adjustments, net of deferred taxes		–			(675	)
Balances at end of period		(170,257	)		(44,111	)
Retained earnings:
Balances at beginning of period		683,655			355,717
Net income		162,188			254,786
Preferred share dividends		(7,806	)		(7,806	)
Common share dividends		(11,972	)		(14,250	)
Balances at end of period		826,065			588,447
Total shareholders’ equity	$	1,772,392		$	2,003,686

See accompanying Notes to the Condensed Consolidated Financial Statements.

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Platinum Underwriters Holdings, Ltd. and Subsidiaries

Consolidated Statements of Cash Flows (Unaudited)

For the Nine Months Ended September 30, 2008 and 2007

($ in thousands)

	2008			2007
Operating Activities:
Net income	$	162,188		$	254,786
Adjustments to reconcile net income to cash provided by operations:
Depreciation and amortization		5,810			9,580
Net realized losses on investments		18,353			2,521
Net foreign currency exchange (gains) losses		3,263			(2,887	)
Share based compensation		10,303			6,102
Deferred income tax expense		(9,938	)		(9,960	)
Trading securities activities		5,639			(45,124	)
Changes in assets and liabilities:
(Increase) decrease in accrued investment income		3,764			(1,235	)
(Increase) decrease in reinsurance premiums receivable		(53,657	)		81,568
Decrease in funds held by ceding companies		19,134			73,004
Decrease in deferred acquisition costs		11,777			8
Increase in net unpaid losses and loss adjustment expenses		126,161			6,627
Increase (decrease) in net unearned premiums		(41,856	)		9,706
Increase (decrease) in ceded premiums payable		172			(16,069	)
Increase (decrease) in commissions payable		22,495			(35,110	)
Net changes in other assets and liabilities		(19,214	)		9,363
Other net		(4,188	)		935
Net cash provided by operating activities		260,206			343,815
Investing Activities:
Proceeds from sale of fixed maturity available-for-sale securities		80,126			84,816
Proceeds from maturity or paydown of fixed maturity available-for-sale securities		860,063			840,229
Acquisition of fixed maturity available-for-sale securities		(1,341,153	)		(1,231,479	)
Proceeds from sale of other invested asset		–			4,745
Net change in short-term investments		(80,559	)		(5,859	)
Net cash used in investing activities		(481,523	)		(307,548	)
Financing Activities:
Dividends paid to preferred shareholders		(7,806	)		(7,806	)
Dividends paid to common shareholders		(11,972	)		(14,250	)
Proceeds from exercise of share options		25,896			22,640
Purchase of common shares		(260,399	)		(116,973	)
Net cash used in financing activities		(254,281	)		(116,389	)
Net decrease in cash and cash equivalents		(475,598	)		(80,122	)
Cash and cash equivalents at beginning of period		1,076,279			851,652
		-
Cash and cash equivalents at end of period	$	600,681		$	771,530
Supplemental disclosures of cash flow information:
Income taxes paid	$	27,900		$	21,470
Interest paid	$	9,375		$	16,110

See accompanying Notes to the Condensed Consolidated Financial Statements.

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Platinum Underwriters Holdings, Ltd. and Subsidiaries

Notes to the Condensed Consolidated Financial Statements (Unaudited)

For the Three and Nine Months Ended September 30, 2008 and 2007

1. Basis of Presentation

Platinum Underwriters Holdings, Ltd. ("Platinum Holdings") is a Bermuda holding company organized in 2002.  Platinum Holdings and its consolidated subsidiaries (collectively, the "Company") operate through two licensed reinsurance subsidiaries:  Platinum Underwriters Bermuda, Ltd. ("Platinum Bermuda") and Platinum Underwriters Reinsurance, Inc. ("Platinum US").  The terms "we," "us," and "our" also refer to Platinum Holdings and its consolidated subsidiaries, unless the context otherwise indicates.  Through December 31, 2006 we also underwrote business through Platinum Re (UK) Limited ("Platinum UK"), our other licensed reinsurance subsidiary.  In 2007, Platinum UK ceased underwriting reinsurance business.  We provide property and marine, casualty and finite risk reinsurance coverages, through reinsurance intermediaries, to a diverse clientele of insurers and select reinsurers on a worldwide basis.

The condensed consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the United States ("U.S. GAAP") and include the accounts of Platinum Holdings and its consolidated subsidiaries, including Platinum Bermuda, Platinum US, Platinum UK, Platinum Underwriters Finance, Inc. ("Platinum Finance"), Platinum Regency Holdings ("Platinum Regency"), Platinum Administrative Services, Inc. and Platinum UK Services Company Limited.  All material inter-company transactions have been eliminated in preparing these condensed consolidated financial statements.  The condensed consolidated financial statements included in this report as of and for the three and nine months ended September 30, 2008 and 2007 are unaudited and include adjustments consisting of normal recurring items that management considers necessary for a fair presentation under U.S. GAAP.  These condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and related notes included in our Annual Report on Form 10-K for the year ended December 31, 2007.

The preparation of financial statements requires us to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period.  Actual results could materially differ from these estimates.  The results of operations for any interim period are not necessarily indicative of results for the full year.

New Accounting Pronouncements

In February 2007, the Financial Accounting Standards Board (the "FASB") issued Statement of Financial Accounting Standards No. 159, "The Fair Value Option for Financial Assets and Financial Liabilities" ("SFAS 159").  SFAS 159 permits an entity to irrevocably elect fair value on a contract-by-contract basis as the initial and subsequent measurement attribute for many financial assets and liabilities and certain other items.  Most provisions of SFAS 159 are elective.  Entities electing the fair value measurement attributes of SFAS 159 are required to recognize changes in fair values in earnings and to expense upfront costs and fees associated with the items for which the fair values option is elected.  SFAS 159 is effective for fiscal years beginning after November 15, 2007.  We adopted SFAS 159 as of January 1, 2008.  However, we have not yet elected to apply the fair value measurement attributes of SFAS 159 to any financial assets or liabilities, and therefore our adoption of SFAS 159 did not have any effect on our financial condition or results of operations.

In March 2008, the FASB issued Statement of Financial Accounting Standards No. 161, "Disclosure about Derivative Instruments and Hedging Activities – an amendment of FASB Statement No. 133" ("SFAS 161").  SFAS 161 amends and expands the disclosure requirements in Statement of Financial Accounting Standards No. 133, “Accounting for Derivative Instruments and Hedging Activities” about an entity’s derivative and hedging activities and how these activities affect an entity’s financial position, financial performance and cash flows, thereby improving the transparency of financial reporting.  SFAS 161 is effective for financial statements issued for fiscal years and interim periods beginning after November 15, 2008, with early application encouraged.  We are currently evaluating the impact that SFAS 161 may have, if any, on the presentation of our consolidated financial statements.

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2. Investments

Investments classified as available-for-sale are carried at fair value as of the balance sheet date.  Net changes in unrealized investment gains and losses on available-for-sale securities, net of deferred taxes, for the nine months ended September 30, 2008 and 2007 were as follows ($ in thousands):

	2008			2007
Net change in fair value	$	(158,157	)	$	2,894
Deferred taxes		12,239			(2,041	)
Net change in unrealized investment gains and losses	$	(145,918	)	$	853

Gross unrealized gains and losses on available-for-sale securities as of September 30, 2008 were $11,043,000 and $194,891,000, respectively.  As of September 30, 2008 there were a total of 499 issues in an unrealized loss position in our investment portfolio, with the single largest unrealized loss being a U.S. Government security with an amortized cost of $411,509,000 and an unrealized loss of $8,353,000.  Corporate, mortgage-backed and asset-backed securities represent the largest categories within our available-for-sale portfolio and consequently accounted for the greatest amount of our overall unrealized loss as of September 30, 2008.  Investment holdings within our corporate portfolio were diversified across approximately 30 industry sectors and within each sector across many individual issuers and issues.  As of September 30, 2008 there were 166 corporate issues in an unrealized loss position, with the single largest unrealized loss being $3,204,000 on an amortized cost of $17,963,000.  Investment holdings within the mortgage-backed and asset-backed portfolio were diversified across a number of sub-categories.  As of September 30, 2008 there were 259 issues within the mortgage-backed and asset-backed portfolio in an unrealized loss position, with the single largest unrealized loss being an asset- backed security with an amortized cost of $10,088,000 and an unrealized loss of $4,864,000.

The unrealized losses on securities classified as available-for-sale, aggregated by investment category and length of time that individual securities have been in a continuous unrealized loss position as of September 30, 2008, were as follows ($ in thousands):

	Fair Value		Unrealized Loss
Less than twelve months:
U.S. Government	$	403,156	$	8,353
U.S. Government agencies		213,597		2,878
Corporate bonds		415,058		25,264
Mortgage-backed and asset-backed securities		749,808		49,359
Municipal bonds		171,583		5,732
Foreign governments and states		37,457		719
Total	$	1,990,659	$	92,305
Twelve months or more:
U.S. Government	$	2,609	$	51
U.S. Government agencies		–		–
Corporate bonds		165,369		29,794
Mortgage-backed and asset-backed securities		343,989		71,892
Municipal bonds		7,967		576
Foreign governments and states		1,446		273
Total	$	521,380	$	102,586
Total:
U.S. Government	$	405,765	$	8,404
U.S. Government agencies		213,597		2,878
Corporate bonds		580,427		55,058
Mortgage-backed and asset-backed securities		1,093,797		121,251
Municipal bonds		179,550		6,308
Foreign governments and states		38,903		992
Total	$	2,512,039	$	194,891

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We routinely review our available-for-sale investments to determine whether unrealized losses represent temporary changes in fair value or were the result of "other-than-temporary impairments."  The process of determining whether a security is other-than-temporarily impaired requires judgment and involves analyzing many factors.  These factors include, but are not limited to:  the overall financial condition of the issuer, the length and magnitude of an unrealized loss, specific credit events, the collateral structure and the credit support that may be applicable to mortgage-backed and asset-backed securities.  We also consider our ability and intent to hold a security for a sufficient period of time for the value to recover the unrealized loss, which is based, in part, on current and anticipated future positive net cash flows from operations that generate sufficient liquidity in order to meet our obligations.  If we determine that an unrealized loss on a security is other-than-temporary, we write down the carrying value of the security and record a realized loss in the consolidated statement of operations.

During the three months ended September 30, 2008, the financial markets experienced a loss of liquidity and significant adverse credit events that in turn led to widespread declines in the value of financial instruments.  The fair values of the securities in our available-for-sale investment portfolio decreased significantly during the three months ended September 30, 2008 as a result of these financial market events.  Charges relating to other-than-temporary impairments were $13,096,000 and $809,000 in the three months ended September 30, 2008 and 2007, respectively; charges relating to other-than-temporary impairments were also $13,096,000 and $809,000 in the nine months ended September 30, 2008 and 2007, respectively.  These charges were included in net realized losses on investments in the consolidated statement of operations.  During the three months ended September 30, 2008, we sold bonds and cash equivalents issued by financial institutions resulting in a realized loss of $4,225,000.

3. Fair Value Measurements

We adopted Statement of Financial Accounting Standards No. 157, “Fair Value Measurements” ("SFAS 157") as of January 1, 2008.  SFAS 157 defines fair value as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date.  This statement establishes a framework for measuring fair value and expands disclosures regarding fair value measurements in accordance with U.S. GAAP.  The fair value hierarchy gives the highest priority to quoted prices in active markets for identical assets or liabilities (Level 1) and the lowest priority to fair values derived from unobservable inputs (Level 3).  The level in the fair value hierarchy within which the fair value measurement in its entirety falls shall be determined based on the lowest level input that is significant to the fair value measurement in its entirety.

We consider prices for actively traded treasury securities and exchange traded preferred stocks to be based on quoted prices in active markets for identical assets (Level 1 as defined by SFAS 157).  The fair values of our other fixed maturities, which generally include mortgage-backed and asset-backed securities, corporate bonds, municipal bonds, and bonds issued by U.S. government-sponsored enterprises, foreign governments and states, are based on prices obtained from independent pricing vendors, index providers, or broker-dealers using observable inputs (Level 2 as defined by SFAS 157).  The observable inputs used in standard market valuation pricing models may include but are not limited to: credit ratings, interest rates and yield curves at commonly quoted intervals, volatilities, prepayment speeds, loss severities, credit risks and default rates.  The fair values of our insurance linked derivative instruments, which are included in other liabilities in the consolidated balance sheet, are determined by management primarily using unobservable inputs through the application of our own assumptions and internal valuation pricing models (Level 3 as defined by SFAS 157).

The following table presents the fair value measurement levels for all assets and liabilities which the Company has recorded at fair value as of September 30, 2008 ($ in thousands):

			Fair Value Measurement Using:
	Total		Level 1		Level 2		Level 3
Assets:
Fixed maturity available-for-sale securities	$	3,414,639		505,658		2,908,981	$	–
Fixed maturity trading securities		144,307		63,227		81,080		–
Preferred stocks		3,087		3,087		–		–
Short-term investments		95,979		–		95,979		–
Total	$	3,658,012		571,972		3,086,040	$	–
Liabilities:
Insurance linked derivative instruments		7,165		–		–		7,165
Total	$	7,165		–		–	$	7,165

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The following table presents the reconciliation of the beginning and ending fair value measurements of our Level 3 liabilities, consisting of derivative instruments, measured at fair value using significant unobservable inputs for the nine months ended September 30, 2008, ($ in thousands):

Beginning balance at January 1, 2008	$	–
Purchases, issuances, and settlements		1,250
Total unrealized and realized losses included in earnings		(8,415	)
Ending balance at September 30, 2008		(7,165	)
Losses for the period attributable to the change in unrealized losses relating to liabilities outstanding	$	(7,165	)

The change in unrealized losses of $7,165,000 relating to insurance linked derivative instruments outstanding was included in earnings for the nine months ended September 30, 2008 and was reported in other expense in the consolidated statement of operations.  We realized a loss of $1,250,000 on an insurance linked derivative in the nine months ended September 30, 2008 and such loss was also included in other expense in the consolidated statement of operations.

4. Insurance Linked Derivative Contracts

We entered into three insurance linked derivative contracts during the nine months ended September 30, 2008.  We entered into an option agreement to purchase industry loss warranty retrocessional protection.  The option period was March 19, 2008 to August 27, 2008 and the entire option fee of $1,250,000 was included in other expense in 2008.

The second insurance linked derivative was a contract under which we can recover up to $120,000,000 from the counterparty if modeled losses from both a first and second catastrophe event resulting from U.S. wind, California earthquake or European wind exceed a specified attachment point.  The term of this contract is from January 1, 2008 to December 31, 2008, at a cost of $5,510,000.  The estimated net fair value of this derivative was determined using unobservable inputs through the application of our own assumptions and internal models based on assumptions that we believe market participants would use.  The resulting net liability and change in net fair value of $4,040,000 was included in other liabilities on the consolidated balance sheets and included in other expense in the consolidated statement of operations.

In August 2008, we entered into an agreement with Topiary Capital Limited ("Topiary"), a Cayman Islands special purpose vehicle.  Under the terms of our agreement with Topiary, we will pay to Topiary $9,500,000 during each of the three annual periods commencing August 1, 2008.  In return the agreement provides us with the ability to recover up to $200,000,000 should two catastrophic events involving U.S. wind, U.S. earthquake, European wind, or Japanese earthquake occur that meet specified loss criteria during any of the three annual periods.  Both the initial activation event and the qualifying second event must occur in the same annual period.  The maximum amount that we can recover over the three-year period is $200,000,000.  Topiary collateralized its limit of loss by placing $200,000,000 of high quality investments in a secured collateral account.  Any recovery we make under this contract is based on an index using insured property industry loss estimates that are compiled by Property Claim Services, a division of Insurance Services Offices, Inc., for certain U.S. perils, and parametric triggers for certain non-U.S. perils, and is not based on actual losses we may incur.  Consequently, the transaction was accounted for as a derivative and was carried at the estimated net fair value.  The resulting net liability and change in net fair value of $3,125,000 was included in other liabilities on our consolidated balance sheet and other expense in our consolidated statement of operations.  One-time fees and expenses of $4,339,000 related to the agreement with Topiary were included in operating expenses for the three and nine months ended September 30, 2008.

Topiary is a variable interest entity under the provisions of FASB Interpretation No. 46R “Consolidation of Variable Interest Entities, an interpretation of ARB No. 51”.  As we have no investment in and are not the primary beneficiary of Topiary, we did not include this entity in our consolidated financial statements.

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5. Earnings Per Share

The following is a calculation of the basic and diluted earnings or loss per common share for the three and nine months ended September 30, 2008 and 2007 (in thousands, except per share data):

	Net Income (Loss)			Weighted Average Common Shares Outstanding		Earnings (Loss) Per Common Share
Three Months Ended September 30, 2008:
Basic and diluted loss per share:
Net loss attributable to common shareholders	$	(47,942	)		48,260	$	(0.99	)
Three Months Ended September 30, 2007:
Basic earnings per share:
Net income attributable to common shareholders	$	88,701			58,946	$	1.50
Effect of dilutive securities:
Common share options, restricted common shares and common share units		–			2,711
Conversion of preferred shares		–			5,053
Preferred share dividends		2,602			–
Adjusted net income for diluted earnings per share	$	91,303			66,710	$	1.37
Nine Months Ended September 30, 2008:
Basic earnings per share:
Net income attributable to common shareholders	$	154,382			49,963	$	3.09
Effect of dilutive securities:
Common share options, restricted common shares and common share units		–			2,674
Conversion of preferred shares		–			4,996
Preferred share dividends		7,806			–
Adjusted net income for diluted earnings per share	$	162,188			57,633	$	2.81
Nine Months Ended September 30, 2007:
Basic earnings per share:
Net income attributable to common shareholders	$	246,980			59,572	$	4.15
Effect of dilutive securities:
Common share options, restricted common shares and common share units		–			2,499
Conversion of preferred shares		–			5,223
Preferred share dividends		7,806			–
Adjusted net income for diluted earnings per share	$	254,786			67,294	$	3.79

6. Operating Segment Information

We conduct our worldwide reinsurance business through three operating segments: Property and Marine, Casualty and Finite Risk.  The Property and Marine operating segment includes principally property and marine reinsurance coverages that are written in the United States and international markets.  This operating segment includes property reinsurance, crop reinsurance and marine and aviation reinsurance.  The Property and Marine operating segment includes reinsurance contracts that are either catastrophe excess-of-loss, per-risk excess-of-loss or proportional contracts.  The Casualty operating segment includes principally reinsurance contracts that cover umbrella liability, general and product liability, professional liability, workers' compensation, casualty clash, automobile liability, surety, trade credit, political risk and accident and health.  The Finite Risk operating segment includes principally structured reinsurance contracts with ceding companies whose needs may not be met efficiently through traditional reinsurance products.  In exchange for contractual features that limit our downside risk, reinsurance contracts that we classify as finite risk provide the potential for significant profit commission to the ceding company.  The classes of risks underwritten through finite risk contracts are generally consistent with the classes covered by traditional products.  The finite risk contracts that we underwrite generally provide prospective protection, meaning coverage is provided for losses that are incurred after inception of the contract, as contrasted with retrospective coverage, which covers losses that are incurred prior to inception of the contract.  The three main categories of finite risk contracts are quota share, multi-year excess-of-loss and whole account aggregate stop loss.

- 9 - -

In managing our operating segments, we use measures such as underwriting income and underwriting ratios to evaluate segment performance.  We do not allocate by segment our assets or certain income and expenses such as investment income, interest expense and certain corporate expenses.  Total underwriting income is reconciled to income before income tax expense.  The measures we use in evaluating our operating segments should not be used as a substitute for measures determined under U.S. GAAP.  The following table summarizes underwriting activity and ratios for the operating segments, together with a reconciliation of total underwriting income to income before income tax expense, for the three and nine months ended September 30, 2008 and 2007 ($ in thousands):

	Property and Marine			Casualty			Finite Risk			Total
Three months ended September 30, 2008:
Net premiums written	$	167,136			106,826			5,180		$	279,142
Net premiums earned		151,763			124,319			4,643			280,725
Net losses and LAE		183,759			86,057			1,047			270,863
Net acquisition expenses		23,691			29,191			3,438			56,320
Other underwriting expenses		11,543			4,948			286			16,777
Segment underwriting income (loss)	$	(67,230	)		4,123			(128	)		(63,235	)
Net investment income											48,043
Net realized losses on investments											(18,214	)
Net foreign currency exchange losses											(6,134	)
Other expense											(1,686	)
Corporate expenses not allocated to segments											(4,376	)
Interest expense											(4,752	)
Loss before income tax benefit										$	(50,354	)
Ratios:
Net loss and LAE		121.1	%		69.2	%		22.6	%		96.5	%
Net acquisition expense		15.6	%		23.5	%		74.0	%		20.1	%
Other underwriting expense		7.6	%		4.0	%		6.2	%		6.0	%
Combined		144.3	%		96.7	%		102.8	%		122.6	%
Three months ended September 30, 2007:
Net premiums written	$	142,549			141,214			8,369		$	292,132
Net premiums earned		128,380			153,938			7,992			290,310
Net losses and LAE		43,396			110,365			10,162			163,923
Net acquisition expenses		18,549			33,403			(507	)		51,445
Other underwriting expenses		12,086			8,304			367			20,757
Segment underwriting income (loss)	$	54,349			1,866			(2,030	)		54,185
Net investment income											54,283
Net realized losses on investments											(864	)
Net foreign currency exchange gains											1,429
Other expense											(659	)
Corporate expenses not allocated to segments											(7,404	)
Interest expense											(5,457	)
Income before income tax expense										$	95,513
Ratios:
Net loss and LAE		33.8	%		71.7	%		127.2	%		56.5	%
Acquisition expense		14.4	%		21.7	%		(6.3	%)		17.7	%
Other underwriting expense		9.4	%		5.4	%		4.6	%		7.1	%
Combined		57.6	%		98.8	%		125.5	%		81.3	%

- 10 - -

		Property and Marine		Casualty		Finite Risk			Total
Nine Months Ended September 30, 2008:
Net premiums written	$	454,541		335,295		10,437		$	800,273
Net premiums earned		446,869		385,059		8,630			840,558
Net losses and LAE		279,165		252,233		(6,940	)		524,458
Net acquisition expenses		69,119		98,893		14,987			182,999
Other underwriting expenses		29,774		18,734		961			49,469
Segment underwriting income (loss)	$	68,811		15,199		(378	)		83,632
Net investment income									144,037
Net realized losses on investments									(18,353	)
Net foreign currency exchange losses									(3,263	)
Other expense									(5,892	)
Corporate expenses not allocated to segments									(18,474	)
Interest expense									(14,253	)
Income before income tax expense								$	167,434
Ratios:
Net loss and LAE		62.5	%	65.5	%	(80.4	%)		62.4	%
Net acquisition expense		15.5	%	25.7	%	173.7	%		21.8	%
Other underwriting expense		6.7	%	4.9	%	11.1	%		5.9	%
Combined		84.7	%	96.1	%	104.4	%		90.1	%
Nine Months Ended September 30, 2007:
Net premiums written	$	399,429		455,945		23,398		$	878,772
Net premiums earned		373,226		471,802		26,048			871,076
Net losses and LAE		149,265		340,740		20,262			510,267
Net acquisition expenses		50,748		105,499		145			156,392
Other underwriting expenses		32,696		21,463		1,994			56,153
Segment underwriting income	$	140,517		4,100		3,647			148,264
Net investment income									160,666
Net realized losses on investments									(2,521	)
Net foreign currency exchange gains									2,887
Other expense									(3,645	)
Corporate expenses not allocated to segments									(21,322	)
Interest expense									(16,368	)
Income before income tax expense								$	267,961
Ratios:
Net loss and LAE		40.0	%	72.2	%	77.8	%		58.6	%
Net acquisition expense		13.6	%	22.4	%	0.6	%		18.0	%
Other underwriting expense		8.8	%	4.5	%	7.7	%		6.4	%
Combined		62.4	%	99.1	%	86.1	%		83.0	%

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7. Income Taxes

We provide for income tax expense or benefit based upon income reported in the condensed consolidated financial statements and the provisions of currently enacted tax laws.  Platinum Holdings and Platinum Bermuda are incorporated in Bermuda.  Under current Bermuda law, they are not taxed on any Bermuda income or capital gains and they have received an assurance that if any legislation is enacted in Bermuda that would impose tax computed on profits or income, or computed on any capital asset, gain or appreciation, or any tax in the nature of estate duty or inheritance tax, then the imposition of any such tax will not be applicable to Platinum Holdings or Platinum Bermuda or any of their respective operations, shares, debentures or other obligations until March 28, 2016.  We also have subsidiaries in the U.S., the United Kingdom and Ireland that are subject to the tax laws thereof.  The income tax returns of our U.S. based subsidiaries that remain open to examination are for calendar years 2003 and forward and tax years 2003 and 2004 are currently under examination.

A reconciliation of expected income tax expense, computed by applying a 35% income tax rate to income before income taxes, to actual income tax expense for the nine months ended September 30, 2008 and 2007 was as follows ($ in thousands):

	2008			2007
Expected income tax expense at 35%	$	58,602		$	93,786
Effect of foreign income subject to tax at rates other than 35%		(52,275	)		(82,931	)
Tax exempt investment income		(2,639	)		(1,112	)
Other, net		1,558			3,432
Income tax expense	$	5,246		$	13,175

8. Condensed Consolidating Financial Information

Platinum Finance is a U.S. based intermediate holding company and a wholly owned subsidiary of Platinum Regency.  The outstanding Series B 7.5% Notes, due June 1, 2017, issued by Platinum Finance are fully and unconditionally guaranteed by Platinum Holdings.  The Series B 6.371% Remarketed Senior Guaranteed Notes that were issued by Platinum Finance and were due and fully repaid on November 16, 2007, were also fully and unconditionally guaranteed by Platinum Holdings.

The payment of dividends from our regulated reinsurance subsidiaries is limited by applicable laws and statutory requirements of the jurisdictions in which the subsidiaries operate, including Bermuda, the U.S., the United Kingdom and Ireland.  Based on the regulatory restrictions of the applicable jurisdictions, the maximum amount available for payment of dividends or other distributions by Platinum US to Platinum Finance in 2008 without prior regulatory approval is estimated to be approximately $24,796,000.  The maximum amount available for payment of dividends or other distributions by the reinsurance subsidiaries of Platinum Holdings in 2008, including Platinum US, without prior regulatory approval is estimated to be approximately $398,241,000.  During the nine months ended September 30, 2008, dividends of $300,000,000 were paid by Platinum Bermuda to Platinum Holdings.

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The tables below present condensed consolidating financial information of Platinum Holdings, Platinum Finance and the non-guarantor subsidiaries of Platinum Holdings as of September 30, 2008 and December 31, 2007 and for the three and nine months ended September 30, 2008 and 2007 ($ in thousands):

Condensed Consolidating Balance Sheet September 30, 2008	Platinum Holdings			Platinum Finance			Non-guarantor Subsidiaries			Consolidating Adjustments			Consolidated
ASSETS
Total investments	$	–			4,072			3,653,940			–		$	3,658,012
Investment in subsidiaries		1,685,523			504,882			295,697			(2,486,102	)		–
Cash and cash equivalents		81,082			12,919			506,680			–			600,681
Reinsurance assets		–			–			528,246			–			528,246
Other assets		12,942			2,848			102,644			–			118,434
Total assets	$	1,779,547			524,721			5,087,207			(2,486,102	)	$	4,905,373
LIABILITIES AND SHAREHOLDERS’ EQUITY
Liabilities
Reinsurance liabilities	$	–			–			2,849,594			–		$	2,849,594
Debt obligations		–			250,000			–			–			250,000
Other liabilities		7,155			3,960			22,272			–			33,387
Total liabilities		7,155			253,960			2,871,866			–			3,132,981
Shareholders’ Equity
Preferred shares		57			–			–			–			57
Common shares		477			–			6,250			(6,250	)		477
Additional paid-in capital		1,116,050			194,079			1,898,211			(2,092,290	)		1,116,050
Accumulated other comprehensive loss		(170,257	)		(25,241	)		(195,365	)		220,606			(170,257	)
Retained earnings		826,065			101,923			506,245			(608,168	)		826,065
Total shareholders’ equity		1,772,392			270,761			2,215,341			(2,486,102	)		1,772,392
Total liabilities and shareholders’ equity	$	1,779,547			524,721			5,087,207			(2,486,102	)	$	4,905,373

Condensed Consolidating Balance Sheet December 31, 2007	Platinum Holdings			Platinum Finance			Non-guarantor Subsidiaries			Consolidating Adjustments			Consolidated
ASSETS
Total investments	$	–			6,661			3,378,563			–		$	3,385,224
Investment in subsidiaries		1,958,019			504,642			306,373			(2,769,034	)		–
Cash and cash equivalents		39,593			18,348			1,018,338			–			1,076,279
Reinsurance assets		–			–			517,820			–			517,820
Other assets		10,815			2,106			86,506			–			99,427
Total assets	$	2,008,427			531,757			5,307,600			(2,769,034	)	$	5,078,750
LIABILITIES AND SHAREHOLDERS’ EQUITY
Liabilities
Reinsurance liabilities	$	–			–			2,764,299			–		$	2,764,299
Debt obligations		–			250,000			–			–			250,000
Other liabilities		10,050			1,714			54,310			–			66,074
Total liabilities		10,050			251,714			2,818,609			–			3,080,373
Shareholders’ Equity
Preferred shares		57			–			–			–			57
Common shares		538			–			6,250			(6,250	)		538
Additional paid-in capital		1,338,466			193,054			1,896,161			(2,089,215	)		1,338,466
Accumulated other comprehensive loss		(24,339	)		(2,513	)		(26,814	)		29,327			(24,339	)
Retained earnings		683,655			89,502			613,394			(702,896	)		683,655
Total shareholders' equity		1,998,377			280,043			2,488,991			(2,769,034	)		1,998,377
Total liabilities and shareholders’ equity	$	2,008,427			531,757			5,307,600			(2,769,034	)	$	5,078,750

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Consolidating Statement of Operations For the Three Months Ended September 30, 2008	Platinum Holdings			Platinum Finance			Non-guarantor Subsidiaries			Consolidating Adjustments			Consolidated
Revenue:
Net premiums earned	$	–			–			280,725			–		$	280,725
Net investment income		586			129			47,328			–			48,043
Net realized gains (losses) on investments		–			(14	)		(18,200	)		–			(18,214	)
Other income (expense), net		811			–			(2,497	)		–			(1,686	)
Total revenue		1,397			115			307,356			–			308,868
Expenses:
Net losses and loss adjustment expenses		–			–			270,863			–			270,863
Net acquisition expenses		–			–			56,320			–			56,320
Operating expenses		4,282			63			16,808			–			21,153
Net foreign currency exchange losses		–			–			6,134			–			6,134
Interest expense		–			4,752			–			–			4,752
Total expenses		4,282			4,815			350,125			–			359,222
Income (loss) before income tax expense (benefit)		(2,885	)		(4,700	)		(42,769	)		–			(50,354	)
Income tax expense (benefit)		150			(2,250	)		(2,914	)		–			(5,014	)
Income (loss) before equity in earnings of subsidiaries		(3,035	)		(2,450	)		(39,855	)		–			(45,340	)
Equity in earnings of subsidiaries		(42,305	)		(3,576	)		175,905			(130,024	)		–
Net income (loss)		(45,340	)		(6,026	)		136,050			(130,024	)		(45,340	)
Preferred dividends		2,602			–			–			–			2,602
Net income (loss) attributable to common shareholders	$	(47,942	)		(6,026	)		136,050			(130,024	)	$	(47,942	)

Consolidating Statement of Operations For the Three Months Ended September 30, 2007	Platinum Holdings			Platinum Finance			Non-guarantor Subsidiaries			Consolidating Adjustments			Consolidated
Revenue:
Net premiums earned	$	–			–			290,310			–		$	290,310
Net investment income		2,526			644			51,113			–			54,283
Net realized losses on investments		–			–			( 864	)		–			(864	)
Other income (expense), net		2,623			–			(3,282	)		–			(659	)
Total revenue		5,149			644			337,277			–			343,070
Expenses:
Net losses and loss adjustment expenses		–			–			163,923			–			163,923
Net acquisition expenses		–			–			51,445			–			51,445
Operating expenses		7,256			105			20,800			–			28,161
Net foreign currency exchange gains		–			–			(1,429	)		–			(1,429	)
Interest expense		–			5,457			–			–			5,457
Total expenses		7,256			5,562			234,739			–			247,557
Income (loss) before income tax expense (benefit)		(2,107	)		(4,918	)		102,538			–			95,513
Income tax expense (benefit)		–			(1,590	)		5,800			–			4,210
Income (loss) before equity in earnings of subsidiaries		(2,107	)		(3,328	)		96,738			–			91,303
Equity in earnings of subsidiaries		93,410			11,723			12,074			(117,207	)		–
Net income		91,303			8,395			108,812			(117,207	)		91,303
Preferred dividends		2,602			–			–			–			2,602
Net income attributable to common shareholders	$	88,701			8,395			108,812			(117,207	)	$	88,701

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Consolidating Statement of Operations For the Nine Months Ended September 30, 2008	Platinum Holdings			Platinum Finance			Non-guarantor Subsidiaries			Consolidating Adjustments			Consolidated
Revenue:
Net premiums earned	$	–			–			840,558			–		$	840,558
Net investment income		1,441			529			142,067			–			144,037
Net realized gains (losses) on investments		–			(10	)		(18,343	)		–			(18,353	)
Other income (expense), net		1,895			–			(7,787	)		–			(5,892	)
Total revenue		3,336			519			956,495			–			960,350
Expenses:
Net losses and loss adjustment expenses		–			–			524,458			–			524,458
Net acquisition expenses		–			–			182,999			–			182,999
Operating expenses		18,098			243			49,602			–			67,943
Net foreign currency exchange gains		–			–			3,263			–			3,263
Interest expense		–			14,253			–			–			14,253
Total expenses		18,098			14,496			760,322			–			792,916
Income (loss) before income tax expense (benefit)		(14,762	)		(13,977	)		196,173			–			167,434
Income tax expense (benefit)		450			(4,555	)		9,351			–			5,246
Income (loss) before equity in earnings of subsidiaries		(15,212	)		(9,422	)		186,822			–			162,188
Equity in earnings of subsidiaries		177,400			21,850			11,050			(210,300	)		–
Net income		162,188			12,428			197,872			(210,300	)		162,188
Preferred dividends		7,806			–			–			–			7,806
Net income attributable to common shareholders	$	154,382			12,428			197,872			(210,300	)	$	154,382

Consolidating Statement of Operations For the Nine Months Ended September 30, 2007	Platinum Holdings			Platinum Finance			Non-guarantor Subsidiaries			Consolidating Adjustments			Consolidated
Revenue:
Net premiums earned	$	–			–			871,076			–		$	871,076
Net investment income		5,181			1,883			153,602			–			160,666
Net realized gains (losses) on investments		–			–			(2,521	)		–			(2,521	)
Other income (expense), net		4,478			–			(8,123	)		–			(3,645	)
Total revenue		9,659			1,883			1,014,034			–			1,025,576
Expenses:
Net losses and loss adjustment expenses		–			–			510,267			–			510,267
Net acquisition expenses		–			–			156,392			–			156,392
Operating expenses		20,915			291			56,269			–			77,475
Net foreign currency exchange gains		–			–			(2,887	)		–			(2,887	)
Interest expense		–			16,368			–			–			16,368
Total expenses		20,915			16,659			720,041			–			757,615
Income (loss) before income tax expense (benefit)		(11,256	)		(14,776	)		293,993			–			267,961
Income tax expense (benefit)		–			(4,996	)		18,171			–			13,175
Income (loss) before equity in earnings of subsidiaries		(11,256	)		(9,780	)		275,822			–			254,786
Equity in earnings of subsidiaries		266,042			33,887			37,480			(337,409	)		–
Net income		254,786			24,107			313,302			(337,409	)		254,786
Preferred dividends		7,806			–			–			–			7,806
Net income attributable to common shareholders	$	246,980			24,107			313,302			(337,409	)	$	246,980

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Condensed Consolidating Statement of Cash Flows For the Nine Months Ended September 30, 2008	Platinum Holdings			Platinum Finance			Non-guarantor Subsidiaries			Consolidating Adjustments			Consolidated
Net cash provided by (used in) operating activities	$	(9,229	)		(7,856	)		277,291			–		$	260,206
Investing Activities:
Proceeds from sale of fixed maturity available-for-sale securities		–			–			80,126			–			80,126
Proceeds from maturity or paydown of fixed maturity available-for-sale securities		–			2,426			857,637			–			860,063
Acquisition of fixed maturity available-for-sale securities		–			–			(1,341,153	)		–			(1,341,153	)
Proceeds from sale of other invested asset		–			–			–			–			–
Increase in short-term investments		–			–			(80,559	)		–			(80,559	)
Dividends from subsidiaries		305,000			–			–			(305,000	)		–
Net cash provided by (used in) investing activities		305,000			2,426			(483,949	)		(305,000	)		(481,523	)
Financing Activities:
Dividends paid to preferred shareholders		(7,806	)		–			–			–			(7,806	)
Dividends paid to common shareholders		(11,972	)		–			(305,000	)		305,000			(11,972	)
Proceeds from exercise of share options		25,896			–			–			–			25,896
Purchase of common shares		(260,399	)		–			–			–			(260,399	)
Net cash used in financing activities		(254,281	)		–			(305,000	)		305,000			(254,281	)
Net decrease in cash and cash equivalents		41,490			(5,430	)		(511,658	)		–			(475,598	)
Cash and cash equivalents at beginning of period		39,592			18,349			1,018,338			–			1,076,279
Cash and cash equivalents at end of period	$	81,082			12,919			506,680			–		$	600,681

Condensed Consolidating Statement of Cash Flows For the Nine Months Ended September 30, 2007	Platinum Holdings			Platinum Finance			Non-guarantor Subsidiaries			Consolidating Adjustments			Consolidated
Net cash provided by (used in) operating activities	$	(8,398	)		(9,319	)		361,532			–		$	343,815
Investing Activities:
Proceeds from sale of fixed maturity available-for-sale securities		–			76			84,740			–			84,816
Proceeds from maturity or paydown of fixed maturity available-for-sale securities		–			2,176			838,053			–			840,229
Acquisition of fixed maturity available-for-sale securities		–			–			(1,231,479	)		–			(1,231,479	)
Proceeds from sale of other invested asset		–			–			4,745			–			4,745
Increase in short-term investments		–			–			(5,859	)		–			(5,859	)
Dividends from subsidiaries		157,500			10,000			–			(167,500	)		–
Net cash provided by (used in) investing activities		157,500			12,252			(309,800	)		(167,500	)		(307,548	)
Financing Activities:
Dividends paid to preferred shareholders		(7,806	)		–			–			–			(7,806	)
Dividends paid to common shareholders		(14,250	)		–			(167,500	)		167,500			(14,250	)
Proceeds from exercise of share options		22,640			–			–			–			22,640
Purchase of common shares		(116,973	)		–			–			–			(116,973	)
Net cash used in financing activities		(116,389	)		–			(167,500	)		167,500			(116,389	)
Net increase (decrease) in cash and cash equivalents		32,713			2,933			(115,768	)		–			(80,122	)
Cash and cash equivalents at beginning of period		106,039			39,294			706,319			–			851,652
Cash and cash equivalents at end of period	$	138,752			42,227			590,551			–		$	771,530

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9. Company Share Repurchase

On August 4, 2004, our Board of Directors established a program to repurchase our common shares.  On July 26, 2007, our Board of Directors approved an increase in the then existing repurchase program to result in authority as of such date to repurchase up to a total of $250,000,000 of our common shares.  After repurchases of our common shares, on each of October 25, 2007, February 21, 2008, April 23, 2008, July 24, 2008 and October 22, 2008, our Board of Directors approved additional increases in the repurchase program to result in authority as of such dates to repurchase up to a total of $250,000,000 of our common shares.  During the three months ended September 30, 2008, the Company repurchased 1,294,100 of its common shares in the open market at an aggregate cost including commissions of $46,459,000 and a weighted average cost including commissions of $35.90 per share.  During the nine months ended September 30, 2008, the Company repurchased 7,536,092 of its common shares in the open market at an aggregate cost including commissions of $260,399,000 and a weighted average cost including commissions of $34.55 per share.  All of the common shares we repurchased were canceled.

 ITEM 2.  MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Business Overview

Platinum Underwriters Holdings, Ltd. ("Platinum Holdings") is a Bermuda holding company organized in 2002.  Platinum Holdings and its consolidated subsidiaries (collectively, the "Company") operate through two licensed reinsurance subsidiaries:  Platinum Underwriters Bermuda, Ltd. ("Platinum Bermuda") and Platinum Underwriters Reinsurance, Inc. ("Platinum US").  The terms "we," "us," and "our" also refer to Platinum Holdings and its consolidated subsidiaries, unless the context otherwise indicates.  We provide property and marine, casualty and finite risk reinsurance coverages, through reinsurance intermediaries, to a diverse clientele of insurers and select reinsurers on a worldwide basis.  Through December 31, 2006, we also underwrote business through Platinum Re (UK) Limited ("Platinum UK").  In 2007 Platinum UK ceased underwriting reinsurance business.

The following discussion and analysis should be read in conjunction with the consolidated financial statements and related notes thereto and management's discussion and analysis of financial condition and results of operations included in our Annual Report on Form 10-K for the year ended December 31, 2007.  Our condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States ("U.S. GAAP").

We write property and casualty reinsurance.  Property reinsurance protects a ceding company against financial loss arising out of damage to the insured’s property or loss of its use caused by an insured peril.  Property reinsurance covers damage principally to buildings and their contents and may be in the form of catastrophe coverage or per-risk coverage.  Catastrophe reinsurance coverage protects a ceding company against losses arising out of multiple claims for a single event, while per-risk reinsurance coverage protects a ceding company against loss arising out of a single claim for a single risk or policy.  We also write marine reinsurance which protects a ceding company against financial losses arising out of damage to ships and cargo or damage caused by ships.  Also included in marine are reinsurance contracts covering off-shore energy.  Casualty reinsurance protects a ceding company against financial loss arising out of the insured’s obligation to others for loss or damage to their persons or property.  Examples of casualty coverages are umbrella liability, general and product liability, professional liability, workers' compensation, casualty clash, automobile liability, surety, trade credit, political risk and accident and health.  Casualty reinsurance may also be in the form of catastrophe and per-risk contracts.

The property and casualty reinsurance industry is highly competitive.  We compete with reinsurers worldwide, many of which have greater financial, marketing and management resources than we do.  Our competitors vary by type of business.  Large multi-national and multi-line reinsurers represent some of our competitors in all lines and classes, while specialty reinsurance companies in the U.S. compete with us in selective lines.  Bermuda-based reinsurers tend to be significant competitors on property catastrophe business.  Lloyd’s of London syndicates are our significant competitors on marine business.  For casualty and other international classes of business, the large U.S. and European reinsurers are our significant competitors.

The reinsurance industry historically has been cyclical, characterized by periods of price competition due to excessive underwriting capacity as well as periods of favorable pricing due to shortages of underwriting capacity.  Cyclical trends in the industry and the industry's profitability can also be significantly affected by volatile developments, including natural and other catastrophes, such as hurricanes, windstorms, earthquakes, floods, fires, explosions and terrorist attacks, the frequency and severity of which are inherently difficult to predict.  Property and casualty reinsurance rates often rise in the aftermath of significant catastrophe losses.  To the extent that actual claim liabilities are higher than anticipated, the industry's capacity to write new business diminishes.  The industry is also affected by changes in the propensity of courts to expand insurance coverage and grant large liability awards, as well as fluctuations in interest rates, inflation and other changes in the economic environment that affect market prices of investments.

- 17 - -

Results of Operations

Three Months Ended September 30, 2008 as Compared with the Three Months Ended September 30, 2007

Net income for the three months ended September 30, 2008 and 2007 was as follows ($ in thousands):

	2008			2007		Decrease
Net income (loss)	$	(45,340	)		91,303	$	136,643

The decrease in net income in 2008 as compared with 2007 was due primarily to a decrease in net underwriting income of $117,420,000 and an increase in net realized investment losses of $17,350,000.  Net underwriting income consists of net premiums earned less net losses and loss adjustment expenses ("LAE"), net acquisition expenses and operating costs related to underwriting operations.  The decrease in net underwriting income was primarily due to an increase in major catastrophes in 2008 as compared with 2007.  We define a major catastrophe as an event resulting in property losses to the industry in excess of $1 billion or property losses to us in excess of $10,000,000.  The most significant of the major catastrophes in 2008 were Hurricanes Gustav and Ike.  The net after tax adverse impact of Hurricanes Gustav and Ike in 2008 was $124,287,000 and was consistent with ultimate net after tax estimated losses of approximately $120,000,000; the difference was primarily attributable to reinstatement premiums that will be earned subsequent to September 30, 2008.  The net adverse impact of major catastrophes in 2007 was insignificant.  Net favorable development, which includes the development of prior years’ unpaid losses and LAE and the related impact on premiums and commissions, also affected net underwriting income.  Net favorable development was $32,031,000 and $13,417,000 in 2008 and 2007, respectively.

Gross, ceded and net premiums written and earned for the three months ended September 30, 2008 and 2007 were as follows ($ in thousands):

	2008		2007		Increase (decrease)
Gross premiums written	$	288,683		296,530	$	(7,847	)
Ceded premiums written		9,541		4,398		5,143
Net premiums written		279,142		292,132		(12,990	)
Gross premiums earned		287,799		293,833		(6,034	)
Ceded premiums earned		7,074		3,523		3,551
Net premiums earned	$	280,725		290,310	$	(9,585	)

The decrease in gross premiums written in 2008 as compared with 2007 was primarily attributable to decreases in gross premiums written across most classes in the Casualty segment, partially offset by an increase in gross premiums written in the Property and Marine segment.  Net premiums written and net premiums earned in 2008 also included additional premiums of approximately $20,336,000 and $13,306,000, respectively, relating to reinsurance contracts that incurred losses arising from the major catastrophes, as compared with $766,000 and $623,000, respectively, in 2007.  Ceded premiums written increased as we purchased additional retrocession protection for our North American property catastrophe business.  The decrease in net premiums earned was due to a decrease in net premiums written.

Net investment income for the three months ended September 30, 2008 and 2007 was $48,043,000 and $54,283,000, respectively.  Net investment income decreased in 2008 as compared with 2007 primarily due to a decrease in yields on invested assets.  Net investment income includes interest earned on funds held of $933,000 and $1,027,000 in 2008 and 2007, respectively.

Net realized losses on investments for the three months ended September 30, 2008 and 2007 were $18,214,000 and $864,000, respectively.  The net realized losses on investments recorded in 2008 included $13,096,000 of other-than-temporary impairments and $5,118,000 resulting from the sale of securities.  During the three months ended September 30, 2008, the financial markets experienced a loss of liquidity and significant adverse credit events that in turn led to widespread declines in the value of financial instruments.  In order to reduce our exposure to holdings in financial institutions, we sold approximately $207,305,000 of corporate bonds and cash equivalents issued by financial institutions, resulting in a realized loss of $4,225,000.  The Federal National Mortgage Association ("FNMA") was placed into conservatorship on September 7, 2008 by the U.S. government.  We sold our perpetual preferred stock held in FNMA and realized a loss of $880,000.

We routinely review our available-for-sale investments to determine whether unrealized losses represent temporary changes in fair value or were the result of "other-than-temporary impairments."  The process of determining whether a security is other-than-temporarily impaired requires judgment and involves analyzing many factors.  The securities in our portfolio that we identified to be other-than-temporarily impaired were securities issued by financial institutions.  The impairments we recorded as other-than-temporary during the third quarter of 2008 included $5,647,000 of perpetual preferred stocks and $5,048,000 of senior debt issued by Lehman Brothers Holdings Inc.

Other expense for the three months ended September 30, 2008 and 2007 was $1,686,000 and $659,000, respectively.  Other expense in 2008 included an expense of $6,645,000 for the change in fair value of our insurance linked derivative contracts and $127,000 of net expense on reinsurance contracts accounted for as deposits.  Offsetting these expenses in 2008 was $5,047,000 of net unrealized gains relating to changes in the fair value of fixed maturity securities classified as trading.  Our trading portfolio consists of non-U.S. dollar denominated securities, primarily European government and U.K. Government issued bonds, and during the quarter yields on those securities decreased resulting in an increase in fair value.  Other expense in 2007 included $2,357,000 of net unrealized gains relating to changes in the fair value of fixed maturity securities classified as trading, an expense of $2,955,000 for the change in fair value of our insurance linked derivative contracts, and $119,000 of net expense on reinsurance contracts accounted for as deposits.  We entered into the above-mentioned insurance linked derivative contracts to mitigate our catastrophe loss exposure and manage our capital.  These contracts are discussed in more detail below in “Financial Condition, Liquidity and Capital Resources.”

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Net losses and LAE and the resulting net loss and LAE ratios for the three months ended September 30, 2008 and 2007 were as follows ($ in thousands):

	2008			2007			Increase
Net losses and LAE	$	270,863			163,923		$	106,940
Net loss and LAE ratios		96.5	%		56.5	%	40.0 points

The increases in net losses and LAE and the related ratios in 2008 as compared with 2007 were due to an increase in net losses from major catastrophes, partially offset by an increase in net favorable loss development.  We had $148,794,000 of losses in 2008 from major catastrophes occurring in 2008, including Hurricanes Gustav and Ike, which, with related premium adjustments, increased the net loss and LAE ratio in 2008 by 50.6 points.  This compared with $4,882,000 of losses in 2007 from major catastrophes which, with related premium adjustments, increased the net loss and LAE ratio in 2007 by 1.7 points.  Net favorable loss development was $35,879,000 in 2008 as compared with $10,480,000 in 2007.  Net favorable loss development and premium adjustments related to prior years’ losses decreased the net loss and LAE ratios in 2008 and 2007 by 12.7 and 3.6 points, respectively.  Net favorable development in 2008 and 2007 emerged as actual reported losses were significantly less than expected and gained sufficient credibility in the current period to reduce estimated ultimate losses.  Rates across most of our classes of business have declined, resulting in higher net loss and LAE ratios in 2008.  However, net premiums earned increased in the Property and Marine segment and decreased in the Casualty segment.  This change in the mix of business offset the effect of the overall decline in rates as net loss ratios are generally lower in the Property and Marine segment than in the Casualty segment, excluding major catastrophe losses.

Net acquisition expenses and resulting net acquisition expense ratios for the three months ended September 30, 2008 and 2007 were as follows ($ in thousands):

	2008			2007			Increase
Net acquisition expenses	$	56,320			51,445		$	4,875
Net acquisition expense ratios		20.1	%		17.7	%	2.4 points

The increases in net acquisition expenses and the related net acquisition expense ratio in 2008 as compared with 2007 were due to higher commission rates in the 2008 underwriting year as compared with 2007.  Net acquisition expenses in 2008 and 2007 include adjustments to commissions related to prior years of $3,611,000 and $2,482,000 in 2008 and 2007, respectively.  The net adjustments to commissions and premiums related to prior years’ losses increased the net acquisition expense ratios by 1.3 and 0.8 points in 2008 and 2007, respectively.  The increase in the net acquisition expense ratio was also impacted by changes in the mix of business within both the Property and Marine and Casualty segments.

Operating expenses were $21,153,000 and $28,161,000 for the three months ended September 30, 2008 and 2007, respectively.  Operating expenses include costs such as salaries, rent and like items related to reinsurance operations as well as costs associated with Platinum Holdings and its non-operating intermediate holding company subsidiaries.  The decrease in expenses in 2008 as compared with 2007 was primarily due to a decrease in performance based compensation accruals of $6,381,000 in 2008 as compared with 2007.  Also contributing to the decrease was the expiration on September 30, 2007 of the Services and Capacity Reservation Agreement with RenaissanceRe Holdings Ltd. ("RenaissanceRe") effective October 1, 2002 (the "RenRe Agreement") pursuant to which RenaissanceRe provided consulting services to us in connection with our property catastrophe book of business.  In 2007, we incurred fees of $2,724,000 pursuant to the RenRe Agreement.  Offsetting these decreases were one-time fees and expenses of $4,339,000 related to the agreement with Topiary Capital Limited ("Topiary"), which is discussed in more detail in “Financial Condition, Liquidity and Capital Resources.”

Net foreign currency exchange losses for the three months ended September 30, 2008 were $6,134,000 compared with net foreign currency exchange gains of $1,429,000 for the three months ended September 30, 2007.  We routinely transact business in currencies other than the U.S. dollar.  Foreign currency exchange gains and losses result from the re-valuation into U.S. dollars of assets and liabilities denominated in currencies other than the U.S. dollar.  Net foreign currency exchange gains and losses arise as a result of fluctuations in the amounts of assets and liabilities denominated in foreign currencies as well as fluctuations in the currency exchange rates.  We periodically monitor our foreign currency exposures and may purchase or sell foreign currency denominated assets based on these exposures.  The net foreign currency exchange losses in 2008 were the result of us holding more non-U.S. dollar denominated assets than non-U.S. dollar denominated liabilities, primarily the Euro and the Pound Sterling, as the U.S. dollar strengthened against these currencies.

Interest expense for the three months ended September 30, 2008 and 2007 was $4,752,000 and $5,457,000, respectively.  The decrease in interest expense in 2008 as compared with 2007 was the result of a reduction in our debt obligations outstanding in 2008 as compared with 2007.

Income tax expense (benefit) and the effective tax rates for the three months ended September 30, 2008 and 2007 were as follows ($ in thousands):

	2008			2007			Increase (decrease)
Income tax expense (benefit)	$	(5,014	)		4,210		$	(9,224	)
Effective tax rates		10.0	%		4.4	%	5.6 points

- 19 - -

The income tax benefit for 2008 as compared with the income tax expense for 2007 was due to the losses before income tax expense in 2008 as compared with income before income tax expense in 2007.  The effective tax rate in any given year is based on income (loss) before income tax expense (benefit) of our subsidiaries that operate in various jurisdictions, each of which has its own corporate income tax rate.  Platinum Holdings and Platinum Bermuda are not subject to corporate income tax.  The increase in the effective tax rate was primarily due to a change in the distribution of losses before income tax benefit among subsidiaries operating in different tax jurisdictions.  In 2008, the percentage of the combined loss before income tax benefit derived from Platinum Holdings and Platinum Bermuda was 75.2% as compared with 81.8% of income before income tax expense in 2007.

Nine Months Ended September 30, 2008 as Compared with the Nine Months Ended September 30, 2007

Net income for the nine months ended September 30, 2008 and 2007 was as follows ($ in thousands):

	2008		2007		Decrease
Net income	$	162,188		254,786	$	92,598

The decrease in net income in 2008 as compared with 2007 was primarily due to a decrease in underwriting income of $64,632,000, a decrease in net investment income of $16,629,000 and an increase in net realized investment losses of $15,832,000.  The decrease in underwriting income was due to an increase in major catastrophe losses, partially offset by an increase in net favorable development in 2008 as compared with 2007.  The estimated net adverse impact in 2008 from major catastrophes, including Hurricanes Gustav and Ike and European storm Emma, was approximately $140,400,000 before taxes.  This compared to the estimated total net adverse impact in 2007 of $37,766,000 from major catastrophes, including European storm Kyrill and floods in the United Kingdom.  Net favorable development was $98,312,000 and $49,501,000 in 2008 and 2007, respectively.

Gross, ceded and net premiums written and earned for the nine months ended September 30, 2008 and 2007 were as follows ($ in thousands):

	2008		2007		Increase (decrease)
Gross premiums written	$	823,298		894,127	$	(70,829	)
Ceded premiums written		23,025		15,355		7,670
Net premiums written		800,273		878,772		(78,499	)
Gross premiums earned		858,239		887,015		(28,776	)
Ceded premiums earned		17,681		15,939		1,742
Net premiums earned	$	840,558		871,076	$	(30,518	)

The decrease in gross premiums written in 2008 as compared with 2007 was primarily attributable to decreases in gross premiums written across most classes in the Casualty segment, partially offset by an increase in gross written premiums in the Property and Marine segment.  Net premiums written and net premiums earned in 2008 also included additional premiums of approximately $21,977,000 and $14,947,000, respectively, relating to reinsurance contracts that incurred losses arising from the major catastrophes, compared to $6,383,000 and $6,075,000, respectively, in 2007.  Ceded premiums written increased as we purchased additional retrocession protection for our North American property catastrophe business.  The decrease in net premiums earned was due to a decrease in net premiums written.

Net investment income for the nine months ended September 30, 2008 and 2007 was $144,037,000 and $160,666,000, respectively.  Net investment income decreased in 2008 as compared with 2007 due to a decrease in yields on invested assets.  Net investment income included interest earned on funds held of $2,573,000 and $4,417,000 in 2008 and 2007, respectively.

Net realized losses on investments for the nine months ended September 30, 2008 and 2007 were $18,353,000 and $2,521,000, respectively.  The increase in net realized losses on investments in 2008 as compared with 2007 was the result of $13,096,000 of other-than-temporary impairments and $5,257,000 resulting from the sale of securities.

Other expense for the nine months ended September 30, 2008 and 2007 was $5,892,000 and $3,645,000, respectively.  Other expense in 2008 included an expense of $8,415,000 for the change in net fair value of our insurance linked derivative contracts, and $376,000 of net expense on reinsurance contracts accounted for as deposits.  Partially offsetting these expenses was $1,990,000 of net unrealized gains relating to changes in fair value of fixed maturity securities classified as trading.  Other expense in 2007 includes $357,000 of net unrealized losses relating to changes in fair value of fixed maturity securities classified as trading, $347,000 of net expense on reinsurance contracts accounted for as deposits, and an expense of $3,000,000 for the change in the net fair value of our insurance linked derivative contracts.

Net losses and LAE and the resulting net loss and LAE ratios for the nine months ended September 30, 2008 and 2007 were as follows ($ in thousands):

	2008			2007			Increase
Net losses and LAE	$	524,458			510,267		$	14,191
Net loss and LAE ratios		62.4	%		58.6	%	3.8 points

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The increases in net losses and LAE and the related ratios in 2008 as compared with 2007 were due to an increase in major catastrophe losses, partially offset by an increase in net favorable loss development.  Losses from major catastrophes occurring in 2008 resulted in $156,113,000 of losses in 2008, which, with related premium adjustments, increased the net loss and LAE ratio by 17.7 points.  Major catastrophe losses were $44,073,000 in 2007 which, with related premium adjustments, increased the net loss and LAE ratio by 4.8 points.  Net losses and LAE and the resulting net loss and LAE ratios were also impacted by net favorable loss development of $112,320,000 in 2008 and $47,671,000 in 2007.  Net favorable loss development and premium adjustments related to prior years’ losses decreased the net loss and LAE ratios in 2008 and 2007 by 14.1 and 5.4 points, respectively.  Exclusive of major catastrophes and favorable loss development, the net loss and LAE ratio decreased by approximately 0.4 points.  While rates across most of our classes of business have declined resulting in higher expected net loss and LAE ratios, net premiums earned increased in the Property and Marine segment and decreased in the Casualty segment.  This change in the mix of business offset the effect of the overall decline in rates as net loss ratios are generally lower in the Property and Marine segment than in the Casualty segment, excluding major catastrophe losses.

Net acquisition expenses and resulting net acquisition expense ratios for the nine months ended September 30, 2008 and 2007 were as follows ($ in thousands):

	2008			2007			Increase
Net acquisition expenses	$	182,999			156,392		$	26,607
Net acquisition expense ratios		21.8	%		18.0	%	3.8 points

The increases in net acquisition expenses and the related net acquisition expense ratio in 2008 as compared with 2007 were primarily due to increases in estimated commissions related to prior underwriting years.  Net increases in commissions in 2008 relating to prior years were $22,566,000 in 2008, as compared with decreases of $2,228,000 in 2007.  Net adjustments to commissions and premiums related to prior years’ losses increased the net acquisition expense ratio by 2.5 points in 2008 and decreased the net acquisition expense ratio by 0.2 points in 2007.  Changes in the mix of business within both the Property and Marine and Casualty segments also contributed to the increase in the net acquisition expense ratio.

Operating expenses for the nine months ended September 30, 2008 and 2007 were $67,943,000 and $77,475,000, respectively.  The decrease in 2008 as compared with 2007 was primarily due to the expiration on September 30, 2007 of the RenRe Agreement.  In 2007, we incurred fees of $7,776,000 pursuant to the RenRe Agreement.  Also contributing to this decrease was a decrease in performance based compensation in 2008 of $4,866,000 as compared with 2007.  Offsetting these decreases were one-time fees and expenses of $4,339,000 related to the agreement with Topiary.

Net foreign currency exchange losses for the nine months ended September 30, 2008 were $3,263,000 compared to net foreign currency exchange gains of $2,887,000 for the nine months ended September 30, 2007.  The net foreign currency exchange losses in 2008 were the result of us holding more non-U.S. dollar denominated assets than non-U.S. dollar denominated liabilities, primarily the Euro and the Pound Sterling, as the U.S. dollar strengthened against these currencies.

Interest expense for the nine months ended September 30, 2008 and 2007 was $14,253,000 and $16,368,000, respectively.  The decrease in interest expense was the result of a reduction in our debt obligations outstanding in 2008 as compared with 2007.

Income tax expense and the effective tax rates for the nine months ended September 30, 2008 and 2007 were as follows ($ in thousands):

	2008			2007			Decrease
Income tax expense	$	5,246			13,175		$	7,929
Effective tax rates		3.1	%		4.9	%	1.8 points

The decrease in income tax expense in 2008 as compared with 2007 was due to the decrease in taxable income generated by our subsidiaries that operate in taxable jurisdictions.  The decrease in the effective tax rate was the result of a greater portion of income before income tax expense being generated by Platinum Holdings and Platinum Bermuda, which are not subject to corporate income tax, in 2008 as compared with 2007.  In 2008, the percentage of the income before income tax expense derived from Platinum Holdings and Platinum Bermuda was 88.6% as compared with 80.0% in 2007.  The effective tax rate in any given period is based on income before income tax expense of our subsidiaries that operate in various taxable jurisdictions, each of which has its own corporate income tax rate.

Segment Information

We conduct our worldwide reinsurance business through three operating segments: Property and Marine, Casualty and Finite Risk.  In managing our operating segments, we use measures such as underwriting income and underwriting ratios to evaluate segment performance.  We do not allocate by segment our assets or certain income and expenses such as investment income, interest expense and certain corporate expenses.  Total underwriting income is reconciled to income before income tax expense.  The measures we use in evaluating our operating segments should not be used as a substitute for measures determined under U.S. GAAP.  The following table summarizes underwriting activity and ratios for the three operating segments for the three and nine months ended September 30, 2008 and 2007 ($ in thousands):

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	Property and Marine			Casualty			Finite Risk			Total
Three months ended September 30, 2008:
Net premiums written	$	167,136			106,826			5,180		$	279,142
Net premiums earned		151,763			124,319			4,643			280,725
Net losses and LAE		183,759			86,057			1,047			270,863
Net acquisition expenses		23,691			29,191			3,438			56,320
Other underwriting expenses		11,543			4,948			286			16,777
Segment underwriting income (loss)	$	(67,230	)		4,123			(128	)		(63,235	)
Net investment income											48,043
Net realized losses on investments											(18,214	)
Net foreign currency exchange losses											(6,134	)
Other expense											(1,686	)
Corporate expenses not allocated to segments											(4,376	)
Interest expense											(4,752	)
Loss before income tax benefit										$	(50,354	)
Ratios:
Net loss and LAE		121.1	%		69.2	%		22.6	%		96.5	%
Net acquisition expense		15.6	%		23.5	%		74.0	%		20.1	%
Other underwriting expense		7.6	%		4.0	%		6.2	%		6.0	%
Combined		144.3	%		96.7	%		102.8	%		122.6	%
Three months ended September 30, 2007:
Net premiums written	$	142,549			141,214			8,369		$	292,132
Net premiums earned		128,380			153,938			7,992			290,310
Net losses and LAE		43,396			110,365			10,162			163,923
Net acquisition expenses		18,549			33,403			(507	)		51,445
Other underwriting expenses		12,086			8,304			367			20,757
Segment underwriting income (loss)	$	54,349			1,866			(2,030	)		54,185
Net investment income											54,283
Net realized losses on investments											(864	)
Net foreign currency exchange gains											1,429
Other expense											(659	)
Corporate expenses not allocated to segments											(7,404	)
Interest expense											(5,457	)
Income before income tax expense										$	95,513
Ratios:
Net loss and LAE		33.8	%		71.7	%		127.2	%		56.5	%
Acquisition expense		14.4	%		21.7	%		(6.3	%)		17.7	%
Other underwriting expense		9.4	%		5.4	%		4.6	%		7.1	%
Combined		57.6	%		98.8	%		125.5	%		81.3	%

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		Property and Marine		Casualty		Finite Risk			Total
Nine Months Ended September 30, 2008:
Net premiums written	$	454,541		335,295		10,437		$	800,273
Net premiums earned		446,869		385,059		8,630			840,558
Net losses and LAE		279,165		252,233		(6,940	)		524,458
Net acquisition expenses		69,119		98,893		14,987			182,999
Other underwriting expenses		29,774		18,734		961			49,469
Segment underwriting income (loss)	$	68,811		15,199		(378	)		83,632
Net investment income									144,037
Net realized losses on investments									(18,353	)
Net foreign currency exchange losses									(3,263	)
Other expense									(5,892	)
Corporate expenses not allocated to segments									(18,474	)
Interest expense									(14,253	)
Income before income tax expense								$	167,434
Ratios:
Net loss and LAE		62.5	%	65.5	%	(80.4	%)		62.4	%
Net acquisition expense		15.5	%	25.7	%	173.7	%		21.8	%
Other underwriting expense		6.7	%	4.9	%	11.1	%		5.9	%
Combined		84.7	%	96.1	%	104.4	%		90.1	%
Nine Months Ended September 30, 2007:
Net premiums written	$	399,429		455,945		23,398		$	878,772
Net premiums earned		373,226		471,802		26,048			871,076
Net losses and LAE		149,265		340,740		20,262			510,267
Net acquisition expenses		50,748		105,499		145			156,392
Other underwriting expenses		32,696		21,463		1,994			56,153
Segment underwriting income	$	140,517		4,100		3,647			148,264
Net investment income									160,666
Net realized losses on investments									(2,521	)
Net foreign currency exchange gains									2,887
Other expense									(3,645	)
Corporate expenses not allocated to segments									(21,322	)
Interest expense									(16,368	)
Income before income tax expense								$	267,961
Ratios:
Net loss and LAE		40.0	%	72.2	%	77.8	%		58.6	%
Net acquisition expense		13.6	%	22.4	%	0.6	%		18.0	%
Other underwriting expense		8.8	%	4.5	%	7.7	%		6.4	%
Combined		62.4	%	99.1	%	86.1	%		83.0	%

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                Property and Marine

The Property and Marine operating segment includes principally property, including crop, and marine reinsurance coverages that are written in the U.S. and international markets.  This business includes property catastrophe excess-of-loss contracts, property per-risk excess-of-loss contracts and property proportional contracts.  This operating segment represented 59.9% and 48.8% of our net premiums written during the three months ended September 30, 2008 and 2007, respectively, and 56.8% and 45.4% of our net premiums written during the nine months ended September 30, 2008 and 2007, respectively.

Three Months Ended September 30, 2008 as Compared with the Three Months Ended September 30, 2007

Gross, ceded and net premiums written and earned for the three months ended September 30, 2008 and 2007 were as follows ($ in thousands):

	2008		2007		Increase
Gross premiums written	$	176,677		146,948	$	29,729
Ceded premiums written		9,541		4,399		5,142
Net premiums written		167,136		142,549		24,587
Gross premiums earned		158,837		131,884		26,953
Ceded premiums earned		7,074		3,504		3,570
Net premiums earned	$	151,763		128,380	$	23,383

The increase in gross premiums written in 2008 as compared with 2007 was primarily due to an increase in North American crop and excess catastrophe business.  Net premiums written and net premiums earned in 2008 also included additional premiums of approximately $20,336,000 and $13,306,000, respectively, relating to reinsurance contracts that incurred losses arising from the major catastrophes, compared to $766,000 and $623,000, respectively, in 2007.  The increase in ceded premiums written was attributable to the purchase of additional retrocession protection for our North American property catastrophe business.  Net premiums earned in 2008 increased primarily as a result of increases in net premiums written in prior quarters.

Net losses and LAE and the resulting net loss and LAE ratios for the three months ended September 30, 2008 and 2007 were as follows ($ in thousands):

	2008			2007			Increase
Net losses and LAE	$	183,759			43,396		$	140,363
Net loss and LAE ratios		121.1	%		33.8	%	87.3 points

The increases in net losses and LAE and the related ratios in 2008 as compared with 2007 were due to an increase in major catastrophe losses, partially offset by an increase in net favorable loss development.  We had $148,794,000 of net losses from major catastrophes in 2008, which with related premium adjustments increased the net loss and LAE ratio by 95.6 points.  In comparison, we had net losses from major catastrophes of $4,882,000 in 2007 which, with related premium adjustments, increased the net loss and LAE ratio by 3.8 points.  Net favorable loss development was $22,150,000 and $13,898,000 in 2008 and 2007, respectively.  Net favorable loss development and premium adjustments related to prior years’ losses decreased the net loss and LAE ratios in 2008 and 2007 by 13.9 and 10.9 points, respectively.  Exclusive of the catastrophe losses and net favorable loss development, the net loss and LAE ratios in 2008 and 2007 were comparable.  The net loss and LAE ratios were also affected by changes in the mix of business.

Net acquisition expenses and resulting net acquisition expense ratios for the three months ended September 30, 2008 and 2007 were as follows ($ in thousands):

	2008			2007			Increase
Net acquisition expenses	$	23,691			18,549		$	5,142
Net acquisition expense ratios		15.6	%		14.4	%	1.2 points

The increase in net acquisition expenses in 2008 as compared with 2007 was primarily due to an increase in net premiums earned.  The increase in the net acquisition expense ratio was due in part to higher commission rates in the 2008 underwriting year as compared with 2007, as well as changes in the mix of business.

Other underwriting expenses in 2008 and 2007 were $11,543,000 and $12,086,000, respectively.  The decrease in 2008 as compared with 2007 was due to a decrease in performance based compensation accruals allocated to the segment in 2008 and the expiration of the RenRe Agreement on September 30, 2007.  Other underwriting expenses in 2007 included fees of $2,724,000 relating to the RenRe Agreement.  Offsetting the decreases in 2008 were one-time fees and expenses of $4,339,000 related to the agreement with Topiary.

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Nine Months Ended September 30, 2008 as Compared with the Nine Months Ended September 30, 2007

Gross, ceded and net premiums written and earned for the nine months ended September 30, 2008 and 2007 were as follows ($ in thousands):

	2008		2007		Increase (decrease)
Gross premiums written	$	477,599		416,676	$	60,923
Ceded premiums written		23,058		17,247		5,811
Net premiums written		454,541		399,429		55,112
Gross premiums earned		464,583		391,064		73,519
Ceded premiums earned		17,714		17,838		(124	)
Net premiums earned	$	446,869		373,226	$	73,643

The increase in gross premiums written in 2008 as compared with 2007 was primarily due to an increase in North American crop and excess catastrophe business.  Net premiums written and net premiums earned in 2008 also included additional premiums of approximately $21,977,000 and $14,947,000, respectively, relating to reinsurance contracts that incurred losses arising from the major catastrophes, compared to $6,181,000 and $5,873,000, respectively, in 2007.  The increase in ceded premiums written was attributable to the purchase of additional retrocession protection for our North American property catastrophe business.  This increase was partially offset by a decrease that resulted from the non-renewal in 2007 of a quota share retrocessional agreement under which we ceded 30% of our property catastrophe business.  Net premiums earned in 2008 increased primarily as a result of the increase in net premiums written.

Net losses and LAE and the resulting net loss and LAE ratios for the nine months ended September 30, 2008 and 2007 were as follows ($ in thousands):

	2008			2007			Increase
Net losses and LAE	$	279,165			149,265		$	129,900
Net loss and LAE ratios		62.5	%		40.0	%	22.5 points

The increases in net losses and LAE and the related ratios in 2008 as compared with 2007 were due to an increase in major catastrophe losses, partially offset by an increase in net favorable loss development.  We had net losses of $156,113,000 from major catastrophes in 2008 which, with related premium adjustments, increased the net loss and LAE ratio by 33.9 points, as compared with of net losses of $44,073,000 from major catastrophes in 2007 which, with related premium adjustments, increased the net loss and LAE ratio by 11.4 points.  Net losses and LAE and the resulting net loss and LAE ratios were also impacted by net favorable loss development of $60,238,000 in 2008 as compared with $40,848,000 in 2007.  Net favorable loss development and premium adjustments related to prior years’ losses decreased the net loss and LAE ratios in 2008 and 2007 by 14.8 and 10.9 points, respectively.  Exclusive of losses related to major catastrophes and net favorable loss development, the net loss and LAE ratio increased by approximately 3.6 points in 2008 primarily due to an increase in crop quota share business that has a higher expected loss ratio than the remainder of the segment.  The net loss and LAE ratios were also affected by other changes in the mix of business.

Net acquisition expenses and the resulting net acquisition expense ratios for the nine months ended September 30, 2008 and 2007 were as follows ($ in thousands):

	2008			2007			Increase
Net acquisition expenses	$	69,119			50,748		$	18,371
Net acquisition expense ratios		15.5	%		13.6	%	1.9 points

The increase in net acquisition expenses in 2008 as compared with 2007 was primarily due to an increase in net premiums earned.  The increase in the net acquisition expense ratio in 2008 as compared with 2007 was due to higher commission rates in the 2008 underwriting year as compared with 2007 as well as changes in the mix of business.  Net acquisition expenses and the related net acquisition expense ratio were also affected by commissions related to prior years.  Net increases in commissions related to prior years were $5,100,000 and $1,075,000 in 2008 and 2007, respectively.

Other underwriting expenses in 2008 and 2007 were $29,774,000 and $32,696,000, respectively.  The decrease in 2008 as compared with 2007 was primarily due to a decrease in performance based compensation accruals in 2008 and the expiration of the RenRe Agreement on September 30, 2007.  Other underwriting expenses in 2007 included fees of $5,052,000 relating to the RenRe Agreement.  Offsetting the decreases in 2008 were $4,339,000 of fees and expenses in 2008 related to the agreement with Topiary.

- 25 - -

                Casualty

The Casualty operating segment principally includes reinsurance contracts that cover umbrella liability, general and product liability, professional liability, workers' compensation, casualty clash, automobile liability, surety, trade credit, political risk and accident and health.  This operating segment represented 38.3% and 48.3% of our net premiums written during the three months ended September 30, 2008 and 2007, respectively, and 41.9% and 51.9% of our net premiums written during the nine months ended September 30, 2008 and 2007, respectively.

Three Months Ended September 30, 2008 as Compared with the Three Months Ended September 30, 2007

Gross, ceded and net premiums written and earned for the three months ended September 30, 2008 and 2007 were as follows ($ in thousands):

	2008		2007		Decrease
Gross premiums written	$	106,826		141,214		$	34,388
Ceded premiums written		–		–			–
Net premiums written		106,826		141,214			34,388
Gross premiums earned		124,319		153,957			29,638
Ceded premiums earned		–		19			19
Net premiums earned	$	124,319		153,938		$	29,619

The decrease in net premiums written in 2008 as compared with 2007 was primarily due to decreases in business underwritten in 2008 and 2007 across most North American casualty classes, with the most significant decreases in the North American excess classes.  The decrease was the result of fewer opportunities that met our underwriting standards.  The decrease in net premiums earned was the result of the decrease in net premiums written.  Net premiums written and earned were also affected by changes in the mix of business and the structure of the underlying reinsurance contracts.

Net losses and LAE and the resulting net loss and LAE ratios for the three months ended September 30, 2008 and 2007 were as follows ($ in thousands):

	2008			2007			Decrease
Net losses and LAE	$	86,057			110,365		$	24,308
Net loss and LAE ratios		69.2	%		71.7	%	2.5 points

The decrease in net losses and LAE in 2008 as compared with 2007 was primarily due to the decrease in net premiums earned and an increase in net favorable loss development.  Net favorable loss development was $12,469,000 in 2008 as compared with net unfavorable loss development of $954,000 in 2007.  Net favorable loss development and premium adjustments related to prior years’ losses decreased the net loss and LAE ratios in 2008 and 2007 by 10.3 points in 2008 and increased the net loss and LAE ratios by 0.6 points in 2007.  Exclusive of net loss development, the net loss and LAE ratio increased by approximately 7.8 points in 2008 as compared with 2007.  The increase is primarily attributable to losses related to a reinsurance contract covering leased private passenger automobile residual values.  Losses related to this contract were $11,008,000 in 2008.  Also impacting the loss ratio were higher initial expected loss ratios in certain significant classes reflecting a decline in price adequacy offset by a reduction in medical malpractice loss ratios due to better than expected experience and trends.  The loss ratio was also impacted by changes in the mix of business.

Net acquisition expenses and resulting net acquisition expense ratios for the three months ended September 30, 2008 and 2007 were as follows ($ in thousands):

	2008			2007			Increase (decrease)
Net acquisition expenses	$	29,191			33,403		$	(4,212	)
Net acquisition expense ratios		23.5	%		21.7	%	1.8 points

The decrease in net acquisition expenses in 2008 as compared with 2007 was due to the decrease in net premiums earned.  The increase in the net acquisition expense ratio was due, in part, to lesser adjustments to decrease commissions in 2008 relating to prior years and to deteriorating terms and conditions that have generally resulted in higher commission and brokerage rates.  Net decreases in commissions relating to prior years were $670,000 in 2008, representing 0.6% of net premiums earned, and $2,968,000 in 2007, representing 1.9% of net premiums earned.  Net acquisition expense ratios were also impacted by changes in the mix of business.

Other underwriting expenses for the three months ended September 30, 2008 and 2007 were $4,948,000 and $8,304,000, respectively.  This decrease was primarily due to a decrease in performance based compensation accruals allocated to the segment.

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Nine Months Ended September 30, 2008 as Compared with the Nine Months Ended September 30, 2007

Gross, ceded and net premiums written and earned for the nine months ended September 30, 2008 and 2007 were as follows ($ in thousands):

	2008			2007		Decrease
Gross premiums written	$	335,262			455,996	$	120,734
Ceded premiums written		(33	)		51		84
Net premiums written		335,295			455,945		120,650
Gross premiums earned		385,026			471,845		86,819
Ceded premiums earned		(33	)		43		76
Net premiums earned	$	385,059			471,802	$	86,743

The decrease in net premiums written in 2008 as compared with 2007 was primarily due to decreases in business underwritten in 2008 and 2007 across most North American casualty classes, with the most significant decreases in the umbrella class.  The decrease was the result of fewer opportunities that met our underwriting standards.  The decrease in net premiums earned was the result of the decrease in net premiums written.  Net premiums written and earned were also affected by changes in the mix of business and the structure of the underlying reinsurance contracts.

Net losses and LAE and the resulting net loss and LAE ratios for the nine months ended September 30, 2008 and 2007 were as follows ($ in thousands):

	2008			2007			Decrease
Net losses and LAE	$	252,233			340,740		$	88,507
Net loss and LAE ratios		65.5	%		72.2	%	6.7 points

The decreases in net losses and LAE and the related ratios in 2008 as compared with 2007 were primarily due to a decrease in net premiums earned and an increase in net favorable loss development.  Net favorable loss development was $40,124,000 in 2008 and $2,476,000 in 2007.  Net favorable loss development and premium adjustments related to prior years’ losses decreased the net loss and LAE ratios in 2008 and 2007 by 10.6 and 0.5 points, respectively.  Exclusive of net favorable loss development, the net loss and LAE ratio increased in 2008 as compared with 2007 due to $11,008,000 of losses in 2008 related to a reinsurance contract covering leased private passenger automobile residual values and higher initial expected loss ratios in certain significant classes reflecting a decline in price adequacy.  The net loss and LAE ratios were also affected by changes in the mix of business.

Net acquisition expenses and resulting net acquisition expense ratios for the nine months ended September 30, 2008 and 2007 were as follows ($ in thousands):

	2008			2007			Increase (decrease)
Net acquisition expenses	$	98,893			105,499		$	(6,606	)
Net acquisition expense ratios		25.7	%		22.4	%	3.3 points

The decrease in net acquisition expenses in 2008 as compared with 2007 was due to the decrease in net premiums earned.  The increase in the net acquisition expense ratio in 2008 as compared with 2007 was due, in part, to differences in commissions relating to prior years and to deteriorating terms and conditions that have generally resulted in higher commission and brokerage rates.  Net acquisition expenses in 2008 included an increase in commissions relating to prior years of $4,742,000, representing 1.2% of net premiums earned as compared with a decrease of $4,551,000 in 2007, representing 0.9% of net premiums earned.  Net acquisition expense ratios were also impacted by changes in the mix of business.

Other underwriting expenses for the nine months ended September 30, 2008 and 2007, were $18,734,000 and $21,463,000, respectively.  This decrease was primarily due to a decrease in performance based compensation accruals allocated to the segment.

                Finite Risk

The Finite Risk operating segment includes principally structured reinsurance contracts with ceding companies whose needs may not be met efficiently through traditional reinsurance products.  In exchange for contractual features that limit our downside risk, reinsurance contracts that we classify as finite risk provide the potential for significant profit commission to the ceding company.  The classes of risks underwritten through finite risk contracts are generally consistent with the classes covered by traditional products.  The finite risk contracts that we underwrite generally provide prospective protection, meaning coverage is provided for losses that are incurred after inception of the contract, as contrasted with retrospective coverage, which covers losses that are incurred prior to inception of the contract.  The three main categories of our finite risk contracts are quota share, multi-year excess-of-loss and whole account aggregate stop loss.  Due to the often significant inverse relationship between losses and commissions for this segment, we believe it is important to evaluate the overall combined ratio, rather than its component parts of net loss and LAE ratio and net acquisition expense ratio.  The ongoing industry-wide investigations by legal and regulatory authorities into potential misuse of finite products have curtailed demand for these products beginning in 2005.  This diminished demand continues in 2008.  This operating segment represented 1.8% and 2.9% of our net premiums written during the three months ended September 30, 2008 and 2007, respectively, and 1.3% and 2.7% of our net premiums written during the nine months ended September 30, 2008 and 2007, respectively.

- 27 - -

Three Months Ended September 30, 2008 as Compared with the Three Months Ended September 30, 2007

Net premiums written and earned for the three months ended September 30, 2008 and 2007 were as follows ($ in thousands):

	2008		2007		Decrease
Net premiums written	$	5,180		8,369	$	3,189
Net premiums earned	$	4,643		7,992	$	3,349

The decreases in net premiums written and earned in 2008 as compared with 2007 reflect the continuing reduction in the demand for finite business.

Net losses and LAE, net acquisition expenses and the resulting net loss, LAE and acquisition expense ratios for the three months ended September 30, 2008 and 2007 were as follows ($ in thousands):

	2008			2007			Increase (decrease)
Net losses and LAE	$	1,047			10,162		$	(9,115	)
Net acquisition expenses		3,438			(507	)		3,945
Net losses, LAE and acquisition expenses	$	4,485			9,655		$	(5,170	)
Net loss, LAE and acquisition expense ratios		96.6	%		120.9	%	(24.3) points

The decrease in net losses, LAE and acquisition expenses in 2008 as compared with 2007 was primarily due to the decrease in net premiums earned.  The decrease in the net loss, LAE and acquisition expense ratio was due to less net unfavorable development in 2008 as compared with 2007.  Net unfavorable development was $966,000 in 2008 as compared with $1,410,000 in 2007.  Net unfavorable development and premium adjustments related to prior years’ losses increased the net loss, LAE and acquisition expense ratios in 2008 and 2007 by 20.8 and 17.7 points, respectively.  Exclusive of net unfavorable development, the decrease in the net loss, LAE and acquisition expense ratio is the result of the expiration of a contract that experienced greater than expected loss activity in 2007 and the recognition of additional premium relating to prior years for which there were no related losses.

Other underwriting expenses for the three months ended September 30, 2008 and 2007 were $286,000 and $367,000, respectively.  The decrease in 2008 as compared with 2007 is the result of less expense incurred by the Finite Risk segment as the demand for finite risk products decreases.

Nine Months Ended September 30, 2008 as Compared with the Nine Months Ended September 30, 2007

Gross, ceded and net premiums written and earned for the nine months ended September 30, 2008 and 2007 were as follows ($ in thousands):

	2008		2007			Increase (decrease)
Gross premiums written	$	10,437		21,455		$	(11,018	)
Ceded premiums written		–		(1,943	)		1,943
Net premiums written		10,437		23,398			(12,961	)
Gross premiums earned		8,630		24,106			(15,476	)
Ceded premiums earned		–		(1,942	)		1,942
Net premiums earned	$	8,630		26,048		$	(17,418	)

The decreases in net premiums written and net premiums earned in 2008 as compared with 2007 reflect the continuing reduction in the demand for finite business.

Net losses and LAE, net acquisition expenses and the resulting net loss, LAE and acquisition expense ratios for the nine months ended September 30, 2008 and 2007 were as follows ($ in thousands):

	2008			2007			Increase (decrease)
Net losses and LAE	$	(6,940	)		20,262		$	(27,202	)
Net acquisition expenses		14,987			145			14,842
Net losses, LAE and acquisition expenses	$	8,047			20,407		$	(12,360	)
Net loss, LAE and acquisition expense ratios		93.2	%		78.4	%	14.8 points

The decrease in net losses, LAE and acquisition expenses in 2008 as compared with 2007 was primarily due to the decrease in net premiums earned.  The increase in the net loss, LAE and acquisition expense ratio was primarily due to net unfavorable development in 2008 as compared with net favorable development in 2007.  Net unfavorable development was $767,000 in 2008 as compared with net favorable development of $3,099,000 in 2007.  Net unfavorable development and premium adjustments related to prior years’ losses increased the net loss, LAE and acquisition expense ratios in 2008 by 8.8 points, while net favorable development decreased the net loss, LAE and acquisition expense ratios in 2007 by 12.2 points.  Exclusive of net favorable development, the decrease in the net loss, LAE and acquisition expense ratio is the result of the expiration of a contract that experienced greater than expected loss activity in 2007 and the recognition of additional premium relating to prior years for which there were no related losses.

- 28 - -

Other underwriting expenses for the nine months ended September 30, 2008 and 2007 were $961,000 and $1,994,000, respectively.  The decrease in 2008 as compared with 2007 was due to a decline in underwriting activity in the segment and a lower percentage of underwriting expenses allocated to the segment.

Financial Condition, Liquidity and Capital Resources

                Financial Condition

We maintain investment guidelines for the management of our investment portfolio.  The primary objective of the investment portfolio is to maximize investment returns consistent with appropriate safety, diversification, tax and regulatory considerations and to provide sufficient liquidity to enable us to meet our obligations on a timely basis.  Within our fixed maturity portfolio, we invest in investment grade securities.  Our investment guidelines generally contain restrictions on the portion of the portfolio that may be invested in the securities of any single issue or issuer, with the exception of U.S. government securities, and provide that financial futures and options and foreign exchange contracts may not be used in a speculative manner but may be used only as part of a defensive hedging strategy.  We do not invest in instruments such as credit default swaps or collateralized debt obligations.  As of September 30, 2008, we did not hold any common equities in our investment portfolio.  Any changes to our investment guidelines are subject to the ongoing oversight and approval of our board of directors.  In October 2008 our board of directors authorized investments in common equities up to a maximum of 10% of the investment portfolio.

Our available-for-sale and trading portfolios are primarily composed of well diversified, high quality, predominantly publicly-traded fixed maturity securities.  The investment portfolio, excluding cash and cash equivalents, had a duration of 3.5 years as of September 30, 2008.  We routinely monitor the composition of our investment portfolio and cash flows in order to maintain the liquidity necessary to meet our obligations.

As of September 30, 2008, we had $696,660,000 of cash, cash equivalents and short term investments and the fair value of our fixed maturity securities was $3,562,033,000 with a net unrealized loss of $182,989,000.  The following is a breakdown of our fixed maturity securities as of September 30, 2008 ($ in thousands):

	Fair Value		Unrealized Gain (Loss)			Average Credit Quality
U.S. Government	$	483,855	$	(5,389	)	Aaa
U.S. Government agencies		355,781		(1,279	)	Aaa
Corporate bonds:
Industrial		385,315		(11,069	)		A2
Finance		162,761		(28,879	)	Aa3
Utilities		48,614		(1,731	)		A2
Insurance		53,113		(2,506	)	Aa3
Preferreds with maturity date		25,008		(7,837	)		A1
Hybrid trust preferreds		14,402		(2,114	)		A1
Mortgage-backed and asset-backed securities:
U.S. Government agency residential mortgage-backed securities		721,800		(886	)	Aaa
Commercial mortgage-backed securities		420,910		(49,826	)	Aaa
Asset-backed securities		153,954		(2,523	)	Aaa
Non-agency residential mortgage-backed securities		125,730		(36,774	)	Aaa
Sub-prime asset-backed securities		23,394		(18,729	)	Aa3
Alt-A residential mortgage-backed securities		12,355		(8,785	)	Aa3
Municipal bonds		356,428		(5,039	)	Aa2
Foreign governments and states		215,526		377		Aa1
Total fixed maturities		3,558,946		(182,989	)	Aa1
Preferred stocks		3,087		–			A1
Total	$	3,562,033	$	(182,989	)	Aa1

During the three months ended September 30, 2008, the financial markets experienced a loss of liquidity and significant adverse credit events that in turn led to widespread declines in the value of financial instruments.  Market events included but were not limited to: FNMA and the Federal Home Loan Mortgage Corporation ("FHLMC") being placed into conservatorship by the U.S. government; several bank mergers and insolvencies; a temporary ban on short selling of financial stocks; major independent investment banks converting into bank holding companies; the U.S. government making a significant loan to a large multinational insurance company in exchange for a majority equity position in the company; and the nationalization of several non-U.S. financial institutions by their respective governments.

Although interest rates decreased during the quarter, spreads widened relative to treasuries across all asset classes in our investment portfolio resulting in the increase in our unrealized loss position.  In particular, spreads for debt securities issued by financial institutions increased significantly.  During the three months ended September 30, 2008, in order to reduce our exposure to holdings in financial institutions, we sold approximately $207,305,000 of corporate bonds and cash equivalents issued by financial institutions.  We also recorded other-than-temporary impairments during the three months ended September 30, 2008 on perpetual preferred stocks and senior debt issued by financial institutions.

- 29 - -

As of September 30, 2008, we held corporate bonds issued by financial institutions with a book value of approximately $191,640,000 and an unrealized loss of $28,879,000.  Our holdings of perpetual preferred stocks, preferred stocks with maturity dates and hybrid trust preferred stocks issued by financial institutions had a book value of approximately $47,287,000 and an ending unrealized loss of $9,749,000 as of September 30, 2008.  Although there are uncertainties in the current financial markets associated with financial institutions, we believe the coordinated actions by major governments and central banks to provide capital support to financial institutions and reduce interest rates coupled with our ability to hold these securities until recovery will allow us to recover the book value on these securities.

Our mortgage-backed and asset-backed securities represent our largest unrealized loss position of $117,523,000 or 64% of the unrealized loss position as of September 30, 2008.  Approximately 49% of the mortgage-backed and asset-backed securities in our investment portfolio were issued or guaranteed by the Government National Mortgage Association, FNMA, or FHLMC and are referred to as U.S. Government agency mortgage-backed securities.

The unrealized loss position of our commercial mortgage-backed securities portfolio was $49,826,000 as of September 30, 2008.  These securities have strong subordination, low loan-to-value ratios, and a weighted average credit rating of Aaa as of September 30, 2008.

The U.S. sub-prime residential mortgage market continues to experience higher than expected delinquencies.  The securities in our investment portfolio with underlying sub-prime mortgage exposure were investment grade as of September 30, 2008.  The following table summarizes the nine asset-backed securities within our fixed income portfolio exposed to the sub-prime residential mortgage market as of September 30, 2008 ($ in thousands):

	Amortized Cost		Fair Value
Vintage year 2005 and ratings of Aa or A	$	38,131	$	21,373
Vintage year 2006 and ratings of Aaa or Aa		3,993		2,021
Total	$	42,124	$	23,394

Our investment portfolio included securities with an amortized cost of $21,140,000 and fair value of $12,355,000 where the underlying collateral consists primarily of “Alt-A” mortgages.  These securities had a weighted average credit rating of Aa3 at September 30, 2008.

We continually monitor market events that impact our portfolio, including our sub-prime and Alt-A securities, and review our portfolio for potential other-than-temporary impairments.  We expect to collect the cash flows from principal repayments and interest payments associated with our mortgage-backed and asset-backed securities.  We did not consider any of the mortgage-backed and asset-backed securities we held to be other-than-temporarily impaired as of September 30, 2008.

Certain assets and liabilities associated with underwriting include significant estimates.  Reinsurance premiums receivable, deferred acquisition costs, unpaid losses and LAE, unearned premiums and commissions payable all represent or include significant estimates.  Reinsurance premiums receivable as of September 30, 2008 of $295,914,000 included $256,018,000 that was based upon estimates.  Reinsurance premiums receivable as of December 31, 2007 of $244,360,000 included $195,890,000 that was based upon estimates.  Reinsurance premiums receivable at any point in time is a function of the amount of premiums written as well as the contractual terms of settlement included in each reinsurance agreement.  The increase in reinsurance premiums receivable as of September 30, 2008 as compared with December 31, 2007 was primarily due to the contractual terms of settlement included in reinsurance agreements in lines of business such as in the North American crop business.  An allowance for uncollectible reinsurance premiums is considered for possible non-payment of such amounts due, as deemed necessary.  As of September 30, 2008, based on our historical experience, the general profile of our ceding companies and our ability, in most cases, to contractually offset reinsurance premiums receivable with losses and LAE or other amounts payable to the same parties, we did not establish an allowance for uncollectible reinsurance premiums receivable.

Gross unpaid losses and LAE as of September 30, 2008 of $2,460,185,000 included $1,809,300,000 of estimates of claims that are incurred but not reported ("IBNR").  Gross unpaid losses and LAE as of December 31, 2007 of $2,361,038,000 included $1,700,454,000 of IBNR.  The increase in unpaid losses was primarily attributable to the estimated losses incurred and unpaid related to Hurricanes Gustav and Ike in the Property and Marine segment.

Commissions payable includes estimated commissions that are comprised of estimated profit commission and commission on premium estimates.  Commissions payable as of September 30, 2008 of $122,699,000 included $107,193,000 of estimated commissions.  Commissions payable as of December 31, 2007 of $100,204,000 included $91,035,000 of estimated commissions.  The increase in commissions payable as of September 30, 2008 as compared with December 31, 2007 was consistent with the increase in reinsurance premiums receivable.

We entered into three insurance linked derivative contracts during the nine months ended September 30, 2008.  We entered into an option agreement to purchase industry loss warranty retrocessional protection.  The option period was March 19, 2008 to August 27, 2008 and the entire option fee of $1,250,000 was included in other expense in 2008.

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The second insurance linked derivative was a contract under which we can recover up to $120,000,000 from the counterparty if modeled losses from both a first and second catastrophe event resulting from U.S. wind, California earthquake or European wind exceed a specified attachment point.  The term of this contract is from January 1, 2008 to December 31, 2008, at a cost of $5,510,000.  The estimated net fair value of this derivative was determined using unobservable inputs through the application of our own assumptions and internal models based on assumptions that we believe market participants would use.  The resulting net liability and change in net fair value of $4,040,000 was included in other liabilities on the consolidated balance sheets and included in other expense in the consolidated statement of operations.

In August 2008, we entered into an agreement with Topiary, a Cayman Islands special purpose vehicle.  Under the terms of our agreement with Topiary, we will pay to Topiary $9,500,000 during each of the three annual periods commencing August 1, 2008.  In return the agreement provides us with the ability to recover up to $200,000,000 should two catastrophic events involving U.S. wind, U.S. earthquake, European wind, or Japanese earthquake occur that meet specified loss criteria during any of the three annual periods.  Both the initial activation event and the qualifying second event must occur in the same annual period.  The maximum amount that we can recover over the three-year period is $200,000,000.  Topiary collateralized its limit of loss by placing $200,000,000 of high quality investments in a secured collateral account.  Any recovery we make under this contract is based on an index using insured property industry loss estimates that are compiled by Property Claim Services, a division of Insurance Services Offices, Inc., for certain U.S. perils, and parametric triggers for certain non-U.S. perils, and is not based on actual losses we may incur.  Consequently, the transaction was accounted for as a derivative and was carried at the estimated net fair value.  The resulting net liability and change in net fair value of $3,125,000 was included in other liabilities on our consolidated balance sheet and other expense in our consolidated statement of operations.  One-time fees and expenses of $4,339,000 related to the agreement with Topiary were included in operating expenses for the three and nine months ended September 30, 2008.

                Sources of Liquidity

Our consolidated sources of funds consist primarily of premiums written, investment income, proceeds from sales and redemption of investments, losses recovered from retrocessionaires, issuance of securities and actual cash and cash equivalents held by us.  Net cash flows provided by operations, excluding trading security activities, for the nine months ended September 30, 2008 were $254,567,000.

Platinum Holdings is a holding company that conducts no reinsurance operations of its own.  Our reinsurance operations are conducted primarily through our wholly owned reinsurance subsidiaries, Platinum Bermuda and Platinum US.  As a holding company, the cash flows of Platinum Holdings consist primarily of interest income, dividends and other permissible payments from its subsidiaries and issuances of securities.  Platinum Holdings depends on such payments for general corporate purposes and to meet its obligations, including the payment of preferred dividends, common dividends and repurchases of common shares.  The maximum amount available for payment of dividends or other distributions by the reinsurance subsidiaries of Platinum Holdings in 2008 without prior regulatory approval is approximately $398,241,000.  During the nine months ended September 30, 2008, dividends of $300,000,000 were paid by Platinum Bermuda to Platinum Holdings.

In addition to the net cash flows generated from operations, we have an effective universal shelf registration statement whereby we may issue and sell, in one or more offerings, up to $750,000,000 of debt, equity and other types of securities or a combination of such securities, including debt securities of Platinum Finance that would be unconditionally guaranteed by Platinum Holdings.  This shelf registration statement had approximately $440,000,000 of remaining capacity as of September 30, 2008.  We also have a $400,000,000 credit facility with a syndicate of lenders available for revolving borrowings and letters of credit expiring on September 13, 2011.  The credit facility is generally available for our working capital, liquidity, letters of credit and general corporate requirements.  As of September 30, 2008 this facility had approximately $318,000,000 of remaining capacity.

                Liquidity Requirements

Our principal consolidated cash requirements are the payment of losses and LAE, commissions, brokerage, operating expenses, dividends to our preferred and common shareholders, the servicing of debt, capital expenditures, purchase of retrocessional contracts and payment of taxes.

Platinum Bermuda is not licensed, approved or accredited as a reinsurer anywhere in the U.S.  Therefore, under the terms of most of its reinsurance contracts with U.S. ceding companies, it may be required to provide collateral to its ceding companies for unpaid ceded liabilities in a form acceptable to the ceding companies and the relevant state insurance commissioners.  Typically, this type of collateral takes the form of letters of credit issued by a bank, the establishment of a trust or funds withheld.  Platinum Bermuda provides letters of credit through commercial banks and may be required to provide the banks with a security interest in certain investments of Platinum Bermuda including the credit facility described above.

Net cash flows available to us may be influenced by a variety of factors, including economic conditions in general and in the insurance and reinsurance markets, legal and regulatory changes as well as fluctuations from year to year in claims experience and the occurrence or absence of large catastrophic events.  We believe that the net cash flows generated by the operating activities of our subsidiaries in combination with cash and cash equivalents on hand will provide sufficient funds to meet our liquidity needs over the next twelve months.  Beyond the next twelve months, if our liquidity needs accelerate beyond our ability to fund such obligations from current operating cash flows, we may need to liquidate a portion of our investment portfolio, borrow under the credit facility described above or raise additional capital in the capital markets.  Our ability to meet our liquidity needs by selling investments or raising additional capital is subject to the timing and pricing risks inherent in the capital markets.

                Capital Resources

The Company does not have any material commitments for capital expenditures as of September 30, 2008.

                Off-Balance Sheet Arrangements

The Company does not have any off-balance sheet arrangements and, therefore, there is no effect on its financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources from these types of arrangements.

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                Contractual Obligations

There have been no material changes to our contractual obligations as disclosed under Management’s Discussion and Analysis of Financial Condition – Contractual Obligations in our Annual Report on Form 10-K for the year ended December 31, 2007.

Economic Conditions

During the three months ended September 30, 2008, the financial markets experienced a loss of liquidity and significant adverse credit events that in turn led to widespread declines in the value of financial instruments.  These events resulted in intervention by central banks to inject liquidity into the financial system in an effort to promote stability.  Unfavorable economic conditions, such as recession, may follow the current market conditions.  Periods of moderate economic recession or inflation tend not to have a significant direct effect on our underwriting operations.  However, significant unexpected inflationary or recessionary periods can impact our underwriting operations and investment portfolio.  Management considers the potential impact of economic trends in the estimation process for establishing unpaid losses and LAE and in determining our investment strategies.

Current Outlook

We believe that the combination of recent significant catastrophe losses, declines in asset values due to the loss of liquidity and adverse events in the credit and capital markets and share repurchase activity has reduced industry capacity.  The current adverse conditions in the financial markets have made both debt and equity capital either unavailable or significantly more expensive to access than in the recent past.  As reinsurance serves primary insurers as a replacement of dedicated capital, we believe demand for reinsurance will increase.  Since reinsurers are also challenged by the current adverse conditions in the financial markets, they may be reluctant to deploy their capacity without appropriate rate increases.  Therefore, we expect that most classes of business will experience some rate strengthening for the remainder of 2008 and into 2009 with the Property and Marine business responding first.

During the period from January 1, 2008 through October 1, 2008, approximately 97% of our business was up for renewal.  While rate adequacy declined in most classes, we found relatively more attractive opportunities in our Property and Marine segment and fewer attractive opportunities in our Casualty and Finite segments.  Our overall portfolio of business declined approximately 5%.

For the Property and Marine segment, during the period from January 1, 2008 through October 1, 2008 we experienced average rate decreases of 8% on our U.S. property catastrophe excess renewal business while rates on our non-U.S. property catastrophe excess renewal business were down 4%.  On average, rates for our portfolio of US catastrophe business that renewed after April 1 were unchanged.  In addition, we experienced average rate decreases of approximately 12% on our marine renewal business.  Per risk excess rates decreased by approximately 6% on average for our U.S. business and by approximately 3% on average for our non-U.S. business.

During the period from January 1 through October 1, 2008, we increased our writings of North American crop business from approximately $48,000,000 to approximately $130,000,000.  Most of this increase was attributable to one large quota share contract.  While favorable experience in recent years has led to some deterioration in terms and conditions in this class of business, we believe there remains an adequate opportunity for profit.  As most of the crop reinsurance contracts incept at January 1 we do not expect to write a significant amount of additional crop business for the remainder of 2008.

During the period from January 1 through October 1, 2008, we wrote approximately 8% less U.S. catastrophe excess-of-loss premium than we did during the same period in 2007.  However, due to the rate decreases in this class of business, our net retained risk has remained at the same level for 2008 while our potential profit has decreased.  In the same period our non-U.S. catastrophe excess-of-loss premium has increased approximately 6% as measured in U.S. dollars due to the weakening of the dollar against the Euro in the first half of 2008.  We believe the profitability remains adequate for the risk and for 2008 we plan to deploy capacity such that up to approximately 22.5% of our total capital could be exposed to an event with a probability of 1 in 250 years.

For the Casualty segment, although we believe that the market offers adequate returns on certain accounts, pricing has been softening.  Ceding companies are willing to increase retentions and reinsurers are competing for participation on the best contracts.  During the period from January 1 through October 1, 2008, rate changes across our casualty business, other than accident and health, have ranged from approximately +2% to -17%.  The overall average was a decrease of approximately 7%, against a background of upward trending loss costs.  As a result, we believe the business underwritten in 2008 will have a lower level of expected profitability as compared with the business underwritten in 2007.

During the period from January 1 through October 1, 2008, we wrote approximately 19% less casualty business than we did during the same period in 2007.  We expect the deterioration in market conditions to halt and we may see improvements in rates through the remainder of 2008.  We believe this could lead to more attractive opportunities in casualty.  We believe that financial security is a significant concern for buyers of long-tailed reinsurance protection who typically seek reinsurers with strong balance sheets, quality ratings, and a proven claims-paying record.  We believe that our rating, capitalization and reputation as a lead casualty reinsurer position us well to write profitable business as opportunities arise.

Earlier in 2008, rising fuel costs reduced demand for less fuel efficient vehicles, which reduced the market value of such vehicles.  Through September 30, 2008, we incurred losses of $11,008,000 against net premiums earned of $3,500,000 under a reinsurance contract covering leased private passenger automobile residual values.  While fuel costs have declined significantly, it may not revive the demand for less fuel efficient vehicles.  If demand for the vehicles that are subject to our reinsurance contract remains low, the resulting residual values may result in additional losses as vehicles come off lease through the end of 2009.  Our remaining maximum exposure to loss, net of premium and acquisition cost, is less than $20,000,000.

In the Finite Risk segment, we believe that the ongoing investigations by the SEC, the office of the Attorney General for the State of New York, the U.S. Attorney for the Southern District of New York as well as various non-U.S. regulatory authorities continue to limit demand for finite risk products.  We expect the relatively low level of demand will continue for the foreseeable future.

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Critical Accounting Estimates

It is important to understand our accounting estimates in order to understand our financial position and results of operations.  We consider certain of these estimates to be critical to the presentation of the financial results since they require management to make estimates and valuation assumptions.  These estimates and assumptions affect the reported amounts of assets, liabilities, revenues, expenses and related disclosures.  Certain of the estimates and assumptions result from judgments that are necessarily subjective and, consequently, actual results may materially differ from these estimates.  Our critical accounting estimates include premiums written and earned, unpaid losses and LAE, valuation of investments and evaluation of risk transfer.  For a detailed discussion of the Company’s critical accounting estimates please refer to Management’s Discussion and Analysis of Financial Condition and Results of Operations included in our Annual Report on Form 10-K for the year ended December 31, 2007.  There have been no material changes in the application of the Company’s critical accounting estimates subsequent to December 31, 2007.

  ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Market and Credit Risk

Our principal invested assets are fixed maturity securities, which are subject to the risk of potential losses from adverse changes in market rates and credit risk resulting from adverse changes in the borrowers’ ability to meet debt service obligations.  Our portfolio has experienced significant volatility during the three months ended September 30, 2008 and increases in market rates increased the unrealized loss position in our investment portfolio.

The U.S. residential mortgage market has been experiencing higher than expected delinquencies and foreclosures and large decreases in property values.  Financial institutions have tightened lending standards and raised billions of dollars of capital to absorb future losses on their mortgage portfolios.

Illiquidity in the financial markets remains and there are many uncertainties in markets around the world.  There is a global effort by governments to enhance and promote market liquidity and ensure financial stability.  In October 2008, steps were taken in the U.S. and the United Kingdom to enable the use of public funds to increase the capital of financial institutions and accumulate mortgage-backed securities in an effort to improve confidence in the banking system and promote stability.  Furthermore, in a coordinated effort, target interest rates were reduced by the central banks in the U.S., Europe, the United Kingdom, Australia, China, Sweden and Switzerland.

Our strategy to limit risks is to place our investments in high quality credit issues and to limit the amount of credit exposure with respect to any one issuer or asset class.  We also select investments with characteristics such as duration, yield, currency and liquidity to reflect, in the aggregate, the underlying characteristics of our unpaid losses and LAE.  We attempt to minimize the credit risk by actively monitoring the portfolio and establishing a guideline minimum average credit rating for our portfolio of A2 as defined by Moody's Investor Service ("Moody’s").  As of September 30, 2008, the portfolio, excluding cash, cash equivalents and short-term investments, had a dollar weighted average credit rating of Aa1 as defined by Moody’s.

We have other receivable amounts subject to credit risk.  The most significant of these are reinsurance premiums receivable from ceding companies.  We also have reinsurance recoverable amounts from our retrocessionaires.  To mitigate credit risk related to premiums receivable, we have established standards for ceding companies and, in most cases, have a contractual right of offset which would allow us to settle claims net of any premiums receivable.  To mitigate credit risk related to our reinsurance recoverable amounts, we consider the financial strength of our retrocessionaires when determining whether to purchase coverage from them.  Retrocessional coverage is obtained from companies rated “A-” or better by A. M. Best Company, Inc. (“A.M. Best”) or from retrocessionaires whose obligations are fully collateralized.  The financial performance and rating status of all material retrocessionaires are routinely monitored.

In accordance with industry practice, we frequently pay amounts in respect of claims under contracts to reinsurance brokers for payment over to the ceding companies.  In the event that a broker fails to make such a payment, depending on the jurisdiction, we may remain liable to the ceding company for the payment.  Conversely, in certain jurisdictions, when ceding companies remit premiums to reinsurance brokers, such premiums are deemed to have been paid to us and the ceding company is no longer liable to us for those amounts whether or not the funds are actually received by us.  Consequently, we assume a degree of credit risk associated with our brokers during the premium and loss settlement process.  To mitigate credit risk related to reinsurance brokers, we have established guidelines for brokers and intermediaries.

Interest Rate Risk

We are exposed to fluctuations in interest rates.  Movements in rates can result in changes in the market value of our fixed maturity portfolio and can cause changes in the actual timing of receipt of principal payments of certain securities.  Rising interest rates result in a decrease in the market value of our fixed maturity portfolio and can expose our portfolio, in particular our mortgage-backed securities, to extension risk.  Conversely, a decrease in interest rates will result in an increase in the market value of our fixed maturity portfolio and can expose our portfolio, in particular our mortgage-backed securities, to prepayment risk.  An aggregate hypothetical impact on the market value of our fixed maturity portfolio, generated from an immediate parallel shift in the treasury yield curve, as of September 30, 2008 is as follows ($ in thousands):

	Interest Rate Shift in Basis Points
		- 100bp		- 50bp		Current			+ 50bp			+ 100bp
Total market value	$	3,687,976		3,624,198			3,558,946		3,493,130		$	3,426,377
Percent change in market value		3.6	%	1.8	%				(1.8	%)		(3.7	%)
Resulting unrealized appreciation / (depreciation)	$	(53,959	)	(117,737	)		(182,989	)	(248,805	)	$	(315,558	)

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Foreign Currency Exchange Rate Risk

We write business on a worldwide basis.  Consequently, our principal exposure to foreign currency risk is the transaction of business in foreign currencies.  Changes in foreign currency exchange rates can impact revenues, costs, receivables and liabilities, as measured in the U.S. dollar, our financial reporting currency.  We manage our exposure to large foreign currency risks by holding invested assets denominated in non-U.S. dollar currencies in amounts that generally offset liabilities denominated in the same foreign currencies.  We may from time to time hold more non-U.S. dollar denominated assets than non-U.S. dollar liabilities.

Sources of Fair Value

The following table presents the carrying amounts and estimated fair values of our financial instruments as of September 30, 2008 ($ in thousands):

	Carrying Amount		Fair Value
Financial assets:
Fixed maturity securities	$	3,558,946	$	3,558,946
Preferred stocks		3,087		3,087
Short-term investments		95,979		95,979
Financial liabilities:
Debt obligations	$	250,000	$	230,275

The fair value of our fixed maturity securities, preferred stocks, short-term investments and debt obligations are based on prices obtained from independent sources for those or similar investments using quoted prices in active markets and standard market valuation pricing models.  We valued approximately 60% of our securities using prices obtained from index providers, 26% using prices obtained from pricing vendors, and 14% using prices obtained from broker-dealers.  The inputs used in index pricing may include but are not limited to: benchmark yields, transactional data, broker-dealer quotes, security cash flows and structures, credit ratings, prepayment speeds, loss severities, credit risks and default rates.  Standard inputs used by pricing vendors may include but are not limited to: benchmark yields, reported trades, broker-dealer quotes, issuer spreads, bids, offers and industry and economic events.  Broker-dealers value securities through trading desks primarily based on observable inputs.  Our derivative instruments, which are included in other liabilities in the consolidated balance sheet, are priced at fair value primarily using unobservable inputs through the application of our own assumptions and internal valuation pricing models.

  ITEM 4. CONTROLS AND PROCEDURES

Disclosure Controls and Procedures

Our management, including the Chief Executive Officer and Chief Financial Officer, carried out an evaluation of the effectiveness of our disclosure controls and procedures (as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934 (the "Exchange Act")) as of the end of the period covered by this report.  Based on that evaluation, our management, including the Chief Executive Officer and Chief Financial Officer, concluded that our disclosure controls and procedures are effective to provide reasonable assurance that information required to be disclosed by us in reports that we file or submit under the Exchange Act is recorded, processed, summarized and timely reported as specified in the SEC’s rules and forms.

Changes in Internal Control over Financial Reporting

No changes occurred during the quarter ended September 30, 2008 in our internal control over financial reporting that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

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Forward-Looking Statements

This Form 10-Q contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Exchange Act.  Forward-looking statements are necessarily based on estimates and assumptions that are inherently subject to significant business, economic and competitive uncertainties and contingencies, many of which are subject to change.  These uncertainties and contingencies can affect actual results and could cause actual results to differ materially from those expressed in any forward-looking statements made by, or on behalf of, us.

In particular, statements using words such as “may,” “should,” “estimate,” “expect,” “anticipate,” “intend,” “believe,” “predict,” “potential,” or words of similar import generally involve forward-looking statements.  For example, we have included certain forward-looking statements in “Management’s Discussion and Analysis of Financial Condition and Results of Operations” with regard to trends in results, prices, volumes, operations, investment results, margins, risk management and exchange rates.  This Form 10-Q also contains forward-looking statements with respect to our business and industry, such as those relating to our strategy and management objectives and trends in market conditions, market standing, product volumes, investment results and pricing conditions.

In light of the risks and uncertainties inherent in all future projections, the inclusion of forward-looking statements in this Form 10-Q should not be considered as a representation by us or any other person that our objectives or plans will be achieved.  Numerous factors could cause our actual results to differ materially from those in forward-looking statements, including the following:

(1) significant weather-related or other natural or man-made disasters over which we have no control;

(2) market volatility, interest rate and currency exchange rate fluctuation, and credit risk on invested assets;

(3) the effectiveness of our loss limitation methods and pricing models;

(4) the adequacy of our liability for unpaid losses and LAE;

(5) our ability to maintain our A.M. Best rating;

(6) the cyclicality of the property and casualty reinsurance business;

(7) conducting operations in a competitive environment;

(8) our ability to maintain our business relationships with reinsurance brokers;

(9) the availability of retrocessional reinsurance on acceptable terms;

(10) tax, regulatory or legal restrictions or limitations applicable to us or the property and casualty reinsurance business generally;

(11) general political and economic conditions, including the effects of civil unrest, acts of terrorism, war or a prolonged U.S. or global economic downturn or recession; and

(12) changes in our plans, strategies, objectives, expectations or intentions, which may happen at any time at our discretion.

As a consequence, current plans, anticipated actions and future financial condition and results may differ from those expressed in any forward-looking statements made by or on behalf of us.  The foregoing factors, which are discussed in more detail in Item 1A – “Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, 2007, should not be construed as exhaustive.  Additionally, forward-looking statements speak only as of the date they are made, and we undertake no obligation to release publicly the results of any future revisions or updates we may make to forward-looking statements to reflect new information or circumstances after the date hereof or to reflect the occurrence of future events.

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PART II – OTHER INFORMATION

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

(c)           Following is a summary of purchases by us of our common shares during the three month period ended September 30, 2008:

Period	(a) Total Number of Shares Purchased		(b) Average Price paid per Share		(c) Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs*		(d) Maximum Dollar Value of Shares that May Yet Be Purchased Under the Plan or Programs
July 1, 2008 – July 31, 2008		8,700	$	35.00		8,700	$	249,695,257
August 1, 2008 – August 31, 2008		1,007,200		35.85		1,007,200		213,560,075
September 1, 2008 – September 30, 2008		278,200		35.98		278,200		203,541,352
Total		1,294,100	$	35.87		1,294,100	$	203,541,352

* On August 4, 2004, our Board of Directors established a program to repurchase our common shares.  On July 26, 2007, our Board of Directors approved an increase in the then existing repurchase program to result in authority as of such date to repurchase up to a total of $250,000,000 of our common shares.  After repurchases of our common shares, on each of October 25, 2007, February 21, 2008, April 23, 2008, July 24, 2008 and October 22, 2008, our Board of Directors approved additional increases in the repurchase program to result in authority as of such dates to repurchase up to a total of $250,000,000 of our common shares.  During the three months ended September 30, 2008, the Company repurchased 1,294,100 of its common shares in the open market at an aggregate cost including commissions of $46,459,000 and a weighted average cost including commissions of $35.90 per share.  During the nine months ended September 30, 2008, the Company repurchased 7,536,092 of its common shares in the open market at an aggregate cost including commissions of $260,399,000 and a weighted average cost including commissions of $34.55 per share.  The common shares we repurchased were canceled.

  ITEM 6. EXHIBITS

Exhibit Number	Description
4.1	Assignment and Assumption Agreement dated October 23, 2008 of the Transfer Restrictions, Registration Rights and Standstill Agreement dated November 1, 2002 as amended December 5, 2005 between Platinum Holdings and RenaissanceRe
10.1	Termination Addendum effective August 5, 2008 to Excess of Loss Retrocession Agreement by and between Platinum Bermuda and Platinum US dated January 1, 2008
10.2	Excess of Loss Retrocession Agreement by and between Platinum US and Platinum Bermuda dated as of August 5, 2008
10.3	Amended and Restated Option Agreement dated October 23, 2008 between Platinum Holdings, RenaissanceRe and Renaissance Other Investments Holdings II Ltd.
31.1	Certification of Michael D. Price, Chief Executive Officer of Platinum Holdings, pursuant to Rule 13a-14(a) or Rule 15d-14(a) of the Exchange Act.
31.2	Certification of James A. Krantz, Chief Financial Officer of Platinum Holdings, pursuant to Rule 13a-14(a) or Rule 15d-14(a) of the Exchange Act.
32.1	Certification of Michael D. Price, Chief Executive Officer of Platinum Holdings, pursuant to 18 U.S.C. section 1350, as adopted pursuant to section 906 of the Sarbanes-Oxley Act of 2002.
32.2	Certification of James A. Krantz, Chief Financial Officer of Platinum Holdings, pursuant to 18 U.S.C. section 1350, as adopted pursuant to section 906 of the Sarbanes-Oxley Act of 2002.

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

Platinum Underwriters Holdings, Ltd.

Date: October 29, 2008	/s/  Michael D. Price
	By: Michael D. Price
	President and Chief Executive Officer (Principal Executive Officer)

Date: October 29, 2008	/s/  James A. Krantz
	By: James A. Krantz
	Executive Vice President and Chief Financial Officer (Principal Financial and Accounting Officer)

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EX-4.1

EXHIBIT 4.1

RenaissanceRe Holdings, Ltd.

Renaissance Other Investments Holdings II Ltd.

Renaissance House

8-12 East Broadway

Pembroke HM 19

Bermuda

October 23, 2008

Platinum Underwriters Holdings, Ltd.

The Belvedere Building

69 Pitts Bay Road

Hamilton HM 08

Bermuda

ASSIGNMENT

AND

ASSUMPTION AGREEMENT

Ladies and Gentlemen:

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

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

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

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

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

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

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

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      Very truly yours,

      RENAISSANCERE HOLDINGS, LTD.

            &# 160;  By: /s/ Fred R. Donner  

            &# 160;  Name: Fred R. Donner

            &# 160;  Title: Executive Vice President, Treasurer and Chief Financial Officer

            &# 160;  RENAISSANCE OTHER INVESTMENTS HOLDINGS II, LTD.

                By: /s/ Mark A. Wilcox  

                Name: Mark A. Wilcox

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

Accepted and agreed as of the

date first written above:

PLATINUM UNDERWRITERS HOLDINGS, LTD.

By: /s/ Michael E. Lombardozzi  

Name: Michael E. Lombardozzi

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

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EX-10.1

EXHIBIT 10.1

TERMINATION ADDENDUM

EXCESS OF LOSS RETROCESSION AGREEMENT

BY AND BETWEEN

PLATINUM UNDERWRITERS BERMUDA, LTD.

(RETROCEDANT)

and

PLATINUM UNDERWRITERS REINSURANCE, INC.

(RETROCESSIONAIRE)

IT IS HEREBY MUTUALLY AGREED that effective August 5, 2008, the Excess of Loss Retrocession Agreement dated as of January 1, 2008 (the “Agreement”), by and between Platinum Underwriters Bermuda, Ltd., a Bermuda insurance company (the “Retrocedant”), and Platinum Underwriters Reinsurance, Inc., a Maryland domiciled insurance company (the “Retrocessionaire”), is terminated pursuant to this Termination Addendum ( the “Addendum”).

The Retrocessionaire shall return $1,875,000 in premium which amount represents 50% of all premium paid under the Agreement, as consideration for the early termination of its exposure.

IN WITNESS WHEREOF, the parties have caused this Addendum to be executed in duplicate by their respective officers duly authorized so to do, on the date set forth below.

            Platinum Underwrit ers Bermuda, Ltd.

            By: /s/ Les Waters   

            Name: Les Waters

            Title: Senior Vice President

            Date: September 29 , 2008

            Platinum Underwrit ers Reinsurance, Ltd.

            By: /s/ Kevin S. Marine   

            Name: Kevin S. Marine

            Title: Chief Operating Officer

            Date: September 23, 2008

EX-10.2

EXHIBIT 10.2

EXCESS OF LOSS RETROCESSION AGREEMENT

BY AND BETWEEN

PLATINUM UNDERWRITERS REINSURANCE, INC.

(RETROCEDANT)

and

PLATINUM UNDERWRITERS BERMUDA, LTD.

 (RETROCESSIONAIRE)

DATED AS OF AUGUST 5, 2008

ARTICLE 1 - BUSINESS COVERED

This Agreement is to indemnify the Retrocedant in respect of the net excess liability as a result of any catastrophe loss or losses which may occur during the term of this Agreement under any original reinsurance contracts written by the Retrocedant (“Original Reinsurance Contracts”).

ARTICLE 2 - COMMENCEMENT AND TERMINATION

This Agreement shall take effect and shall apply to all losses occurring during the period 5th August 2008 to 4th August 2009 both days inclusive, Local Standard Time, at the place where the loss occurs.

If this Agreement terminates while an occurrence covered hereunder is in progress, it is agreed that subject to the other conditions of this Agreement, the Retrocessionaire shall indemnify the Retrocedant as if the entire loss had occurred during the term of this Agreement.

ARTICLE 3 - EXCLUSIONS

The following Exclusion Clauses are attached to and form part of this Agreement:

 1. Nuclear Energy Risks Exclusion Clause (Reinsurance) (Worldwide Excluding U.S.A. & Canada) (Japanese Amendment)

 2. Pools, Associations, and Syndicates.

 3. War Risk Exlusion Clause.

 4. Insolvency Funds Exclusion Clause.

5. Terrorism Clause

 6. Any loss or losses resulting from any named storm (which are Tropical Prediction Center designated named storms) in existence as of August 5, 2008, including without limitation Tropical Storm Edouard.

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ARTICLE 4 -  TERRITORY

Coverage applies within the territorial limits of the United States, its territories and possessions and the Gulf of Mexico.

ARTICLE 5  - LIMIT AND RETENTION

The Retrocessionaire shall be liable in respect of each and every Loss Occurrence over and above an initial Ultimate Net Loss of $30,000,000 each and every loss each and every Loss Occurrence, subject to a limit of liability to the Retrocessionaire of $50,000,000 Ultimate Net Loss each and every loss or series of losses arising out of one Loss Occurrence.  Nevertheless, the limit of liability to Retrocessionaire for all occurrences arising under this Agreement shall be limited to $100,000,000.

ARTICLE 6  - REINSTATEMENT

Each loss hereon reduces the amount of indemnity provided under this Agreement by the amount paid.  Any amount so exhausted shall be automatically reinstated from the time of the occurrence of loss and for each amount so reinstated, the Retrocedant agrees to pay an additional premium calculated at pro rata of the annual premium as respects the fraction of indemnity exhausted and 100% of the annual premium regardless of the unexpired term of this Agreement.  Nevertheless, the Retrocessionaire’s liability shall not exceed $100,000,000 with respect to all Loss Occurrences during the term of the Agreement.

ARTICLE 7 - PREMIUM

The premium for this Agreement shall be a flat premium of $11,000,000 payable in two equal installments on September 1, 2008 and March 1, 2009.

ARTICLE 8 - ULTIMATE NET LOSS

Ultimate Net Loss shall mean the actual loss paid by the Retrocedant, or for which the Retrocedant becomes liable to pay, such loss to include 100% of any Extra Contractual Obligations and 100% of any Excess of Policy Limits loss, and expenses of litigation and interest, if any, and all other loss expenses covered under Original Reinsurance Contracts, and such expenses of the Retrocedant incurred in the handling of loss arising out of Original Reinsurance Contracts including subrogation, salvage and recovery expenses (office expenses and salaries of officials and employees not classified as loss adjusters are not chargeable as expenses for purpose of this paragraph), but salvages and all recoveries, including recoveries under all reinsurances which inure to the benefit of this agreement (whether recovered or not), shall be first deducted from such loss to arrive at the amount of liability attaching hereunder.

All salvages, recoveries or payments recovered or received subsequent to loss settlement hereunder shall be applied as if recovered or received prior to the aforesaid settlement and all necessary adjustments shall be made by the parties hereto.

For purposes of this article, the phrase “becomes liable to pay” shall mean the existence of a judgment or award, which the Retrocedant does not intend to appeal or a release has been obtained by the Retrocedant, or the Retrocedant has accepted a proof of loss.

Nothing in this clause shall be construed to mean that losses are not recoverable hereunder until the Retrocedant’s net loss has been ascertained.

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ARTICLE 9 – LOSS OCCURRENCE

The term “Loss Occurrence” shall mean the sum of all individual losses directly occasioned by any one disaster, accident or loss or series of disasters, accidents or losses arising out of one event.  However, the duration and extent of any one “Loss Occurrence” shall be limited to all individual losses sustained by the Retrocedant occurring during any period of 168 consecutive hours arising out of and directly occasioned by the same event except that the term “Loss Occurrence” shall be further defined as follows:

(i)     As regards windstorm, hail, tornado, hurricane, cyclone, including ensuing collapse and water damage, all individual losses sustained by the Retrocedant occurring during any period of 72 consecutive hours arising out of and directly occasioned by the same event.  However, the event need not be limited to one state or province or states or provinces contiguous thereto.

(ii)    As regards riot, riot attending a strike, civil commotion, vandalism and malicious mischief, all individual losses sustained by the Retrocedant occurring during any period of 72 consecutive hours within the area of one municipality or county and the municipalities or counties contiguous thereto arising out of and directly occasioned by the same event. The maximum duration of 72 consecutive hours may be extended in respect of individual losses which occur beyond such 72 consecutive hours during the continued occupation of an assured's premises by strikers, provided such occupation commenced during the aforesaid period.

(iii)   As regards earthquake (the epicenter of which need not necessarily be within the territorial confines referred to in the opening paragraph of this Article) and fire following directly occasioned by the earthquake, only those individual fire losses which commence during the period of 168 consecutive hours may be included in the Retrocedant’s Loss Occurrence.

(iv)   As regards “Freeze,” only individual losses directly occasioned by collapse, breakage of glass and water damage (caused by bursting of frozen pipes and tanks) may be included in the Company’s Loss Occurrence.

Except for those Loss Occurrences referred to in (i) and (ii) above, the Retrocedant may choose the date and time when any such period of consecutive hours commences provided that it is not earlier than the date and time of the occurrence of the first recorded individual loss sustained by the Retrocedant arising out of that disaster, accident or loss and provided that only one such period of 168 consecutive hours shall apply with respect to one event.

However, as respects those Loss Occurrences referred to in (i) and (ii) above, if the disaster, accident or loss occasioned by the event is of greater duration than 72 consecutive hours, then the Retrocedant may divide that disaster, accident or loss into two or more Loss Occurrences provided no two periods overlap and no individual loss is included in more than one such period and provided that no period commences earlier than the date and time of the occurrence of the first recorded individual loss sustained by the Retrocedant arising out of that disaster, accident or loss.

No individual losses occasioned by an event that would be covered by 72 hours clauses may be included in any Loss Occurrence claimed under the 168 hours provision.

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ARTICLE 10 - EXTRA CONTRACTUAL OBLIGATIONS

This Agreement shall protect the Retrocedant and any original reinsured, within the limits hereof, where the loss includes any Extra Contractual Obligations.  The term “Extra Contractual Obligations” is defined as those liabilities not covered under any other provision of this Agreement and which arise from the handling of any claim on business covered hereunder, such liabilities arising because of, but not limited to, the following: failure by any original reinsured to settle within the policy limit, or by reason of alleged or actual negligence, fraud, or bad faith in rejecting an offer of settlement or in the preparation of the defense or in the trial of any action against its insured or reinsured or in the preparation or prosecution of an appeal consequent upon such action.

The date on which any Extra Contractual Obligation is incurred by any original reinsured shall be deemed, in all circumstances, to be the date of the original disaster and/or casualty.

However, this Article shall not apply where the loss has been incurred due (i) solely to the acts, or failure to act, of the Retrocedant in handling its claims or (ii) to fraud by a member of the Board of Directors or a corporate officer of any original reinsured acting individually or collectively or in collusion with any individual or corporation or any other organization or party involved in the presentation, defense or settlement of any claim covered hereunder.

ARTICLE 11 - EXCESS OF ORIGINAL POLICY LIMITS

This Agreement shall protect the Retrocedant and any original reinsured, within the limits hereof, in connection with loss in excess of the limit of its original policy, such loss in excess of the limit having been incurred because of failure of the original reinsured to settle within the policy limit or by reason of alleged or actual negligence, fraud, or bad faith in rejecting an offer of settlement or in the preparation of the defense or in the trial of any action against its insured or reinsured or in the preparation or prosecution of an appeal consequent upon such action.

However, this Article shall not apply where the loss has been incurred due (i) solely to the acts, or failure to act, of the Retrocedant in handling its claims or (ii) to fraud by a member of the Board of Directors or a corporate officer of the original reinsured acting individually or collectively or in collusion with any individual or corporation or any other organization or party involved in the presentation, defense or settlement of any claim covered hereunder.

For the purpose of this Article, the word “loss” shall mean any amounts for which the original reinsured or Retrocedant would have been contractually liable to pay had it not been for the limit of the original policy.

ARTICLE 12 - NET RETAINED LINES

This Agreement applies only to that portion of any reinsurance or any Extra Contractual Obligations or Excess of Original Policy Limits which the Retrocedant retains net for its own account, and in calculating the amount of any loss hereunder and also in computing the amount or amounts in excess of which this Agreement attaches, only loss or losses in respect of that portion of any reinsurance or any Extra Contractual Obligations or Excess of Original Policy Limits which the Retrocedant retains nets for its own account shall be included.

The amount of the Retrocessionaire liability hereunder in respect of any loss or losses shall not be increased by reason of the inability of the Retrocedant to collect from any other Retrocessionaire, whether specific or general, any amounts which may have become due from them, whether such inability arises from the insolvency of such other Retrocessionaire or otherwise.

- 4 - -

ARTICLE 13- NOTICE OF LOSS AND LOSS SETTLEMENTS

The Retrocedant shall advise the Retrocessionaire promptly of any Loss Occurrence which, in the opinion of the Retrocedant may result in a claim hereunder and of all subsequent developments thereto which, in the opinion of the Retrocedant may materially affect the position of the Retrocessionaire.

All loss settlements made by the Retrocedant, provided they are within the terms of this Agreement, shall be unconditionally binding upon the Retrocessionaire who agrees to pay all amounts for which it may be liable immediately upon being furnished by the Retrocedant with reasonable evidence of the amount due or to be due.  In addition, the Retrocessionaire agrees to abide by court and/or arbitration decisions affecting the Retrocedant’s Original Reinsurance Contracts.

ARTICLE 14 - ARBITRATION

SECTION 14.01 As a condition precedent to any right of action under this Agreement, any dispute or difference between the parties hereto relating to the formation, interpretation, or performance of this Agreement, or any transaction under this Agreement, whether arising before or after termination, shall be submitted for decision to a panel of three arbitrators (the “Panel”) at the offices of Judicial Arbitration and Mediation Services, Inc. in accordance with the Streamlined Arbitration Rules and Procedures of Judicial Arbitration and Mediation Services, Inc.

SECTION 14.02 The party demanding arbitration shall do so by written notice to the responding party.  Retrocessionaire hereby appoints its General Counsel as its agent to receive any arbitration demand hereunder and Retrocedant hereby appoints its Chief Financial Officer as its agent to receive any arbitration demand hereunder.  The arbitration demand shall state the issues to be resolved and shall name the arbitrator appointed by the demanding party.

SECTION 14.03 Within thirty (30) days of receipt of the demand for arbitration, the responding party shall notify the demanding party of any additional issues to be resolved in the arbitration and the name of the responding party’s appointed arbitrator.  If the responding party refuses or neglects to appoint an arbitrator within thirty (30) days following receipt of the written arbitration demand, then the demanding party may appoint the second arbitrator but only after providing ten (10) days' written notice of its intention to do so, and only if such other party has failed to appoint the second arbitrator within such ten (10) day period.

SECTION 14.04 The two arbitrators shall, before instituting the hearing, select an impartial arbitrator who shall act as the umpire and preside over the hearing.  If the two arbitrators fail to agree on the selection of a third arbitrator within thirty (30) days after notification of the appointment of the second arbitrator, the selection of the umpire shall be made by the American Arbitration Association.  Upon resignation or death of any member of the Panel, a replacement will be appointed in the same fashion as the resigning or deceased member was appointed.  All arbitrators shall be active or former officers of property/casualty insurance or reinsurance companies, or Lloyd's underwriters, and shall be disinterested in the outcome of the arbitration.

SECTION 14.05 Within thirty (30) days after notice of appointment of all arbitrators, the Panel shall meet and determine timely periods for briefs, discovery procedures and schedules for hearings.  The Panel shall have the power to determine all procedural rules for the holding of arbitration, including, but not limited to, the inspection of documents, examination of witnesses and any other matter relating to the conduct of the arbitration.  The Panel shall interpret this Agreement as an honorable engagement and not as merely a legal obligation and shall make its decision considering the custom and practice of the applicable insurance and reinsurance business.  The Panel shall be relieved of all judicial formalities and may abstain from following the strict rules of law.  The decision of any two arbitrators shall be binding and final.  The Panel shall render its decision in writing within sixty (60) days following the termination of the hearing.  Judgment upon the award may be entered in any court of competent jurisdiction.

- 5 - -

SECTION 14.06 Each party shall bear the expense of its own arbitrator and shall share equally with the other party the expense of the umpire and of the arbitration.

SECTION 14.07 Arbitration hereunder shall take place in New York, New York unless the parties agree otherwise.

SECTION 14.08 The parties hereto hereby expressly (i) submit to the jurisdiction of the Panel, (ii) agree to comply with all requirements necessary to give the Panel jurisdiction and (iii) agree to abide by the final decision of the Panel.

SECTION 14.09 This Article 14 shall survive termination of this Agreement.

ARTICLE 15 - CURRENCY

For purposes of this Agreement, where the Retrocedant receives premiums or pays losses in currencies other than United States dollars, such premiums or losses shall be converted into United States dollars at the actual rates of exchange at which these premiums or losses are entered in the Retrocedant’s books.

ARTICLE 16 - ACCESS TO RECORDS

The Retrocedant shall place at the disposal of the Retrocessionaire at all reasonable times, and the Retrocessionaire shall have the right to inspect through its designated representatives, during the term of this Agreement and thereafter, all books, records and papers of the Retrocedant in connection with any reinsurance hereunder, or the subject matter hereof.

The Retrocessionaire, except with the express prior written consent of the Retrocedant, shall not directly or indirectly, communicate, disclose or divulge to any third party, any knowledge or information that may be acquired either directly or indirectly as a result of the inspection of the Retrocedant’s books, records and papers.  The restrictions as outlined in this Article shall not apply to communication or disclosures that the Retrocessionaire is required to make to its statutory auditors, retrocessionaires, legal counsel, arbitrators involved in any arbitration procedures under this Agreement or disclosures required upon subpoena or other duly-issued order of a court or other governmental agency or regulatory authority.

ARTICLE 17 - INSOLVENCY

In the event of the insolvency of the Retrocedant, this reinsurance shall be payable directly to the Retrocedant, or to its liquidator, receiver, conservator or statutory successor on the basis of the liability of the Retrocedant without diminution because of the insolvency of the Retrocedant or because the liquidator, receiver, conservator or statutory successor of the Retrocedant has failed to pay all or a portion of any claim.

It is agreed, however, that the liquidator, receiver, conservator or statutory successor of the Retrocedant shall give written notice to the Retrocessionaire of the pendency of a claim against the Retrocedant indicating the Reinsurance Contract reinsured, which claim would involve a possible liability on the part of the Retrocessionaire within a reasonable time after such claim is filed in the conservation or liquidation proceeding or in the receivership, and that during the pendency of such claim, the Retrocessionaire may investigate such claim and interpose, at its own expense, in the proceeding where such claim is to be adjudicated any defense or defenses that it may deem available to the Retrocedant or its liquidator, receiver, conservator or statutory successor.  The expense thus incurred by the Retrocessionaire shall be chargeable, subject to the approval of the court, against the Retrocedant as part of the expense of conservation or liquidation to the extent of a pro rata share of the benefit which may accrue to the Retrocedant solely as a result of the defense undertaken by the Retrocessionaire.

- 6 - -

As to all reinsurance made, ceded, renewed or otherwise becoming effective under this Agreement, the reinsurance shall be payable as set forth above by the Retrocessionaire to the Retrocedant or to its liquidator, receiver, conservator or statutory successor, except (1) where the Reinsurance Contracts specifically provide another payee in the event of the insolvency of the Retrocedant, or (2) where the Retrocessionaire with the consent of the insured or reinsureds, has assumed such Reinsurance Contract obligations of the Retrocedant as direct obligations of the Retrocessionaire to the payees under such Reinsurance Contracts and in substitution for the obligations of the Retrocedant to such payees.

ARTICLE 18 - OFFSET

The Retrocedant and the Retrocessionaire shall have the right to offset any balance or amounts due from one party to the other under the terms of this Agreement.  The party asserting the right of offset may exercise such right at any time whether the balances due are on account of premiums, losses or otherwise.

ARTICLE 19 - ERRORS AND OMISSIONS

Any inadvertent delay, omission, error or failure made in connection with this Agreement shall not relieve either party hereto from any liability which would attach hereunder if such delay, omission, error or failure had not been made, provided such delay, omission, error or failure is rectified as soon as reasonably practicable after discovery.

ARTICLE 20 - FEDERAL EXCISE TAX

The Retrocessionaire will allow for the purpose of paying Federal Excise Tax a deduction, from the premium payable to the Retrocessionaire hereunder, of an amount equal to the applicable percentage of such premium representing the Federal Excise Tax (as imposed under Section 4371 of the Internal Revenue Service Code) to the extent such premium is subject to such tax.  In the event of any return of premium, the Retrocessionaire will deduct the aforesaid percentage from the return premium payable hereunder and the Retrocedant or its agent will recover such tax from the United States Government.  In all other instances, if the Retrocedant should recover any portion of a Federal Excise Tax that was withheld from the premium paid to the Retrocessionaire, such recovered amount shall be paid promptly to the Retrocessionaire.

ARTICLE 21 - SERVICE OF SUIT

In the event the Retrocessionaire fails to pay any amount claimed due hereunder, the Retrocessionaire, at the request of the Retrocedant, will submit to the jurisdiction of a court of competent jurisdiction within the United States and will comply with all requirements necessary to give that court jurisdiction.  Nothing in this Article constitutes, or should be understood to constitute, a waiver of the Retrocessionarie's right to commence an action in any court of competent jurisdiction in the United States, to remove an action to the United States District Court, or to seek a transfer of a case to another court as permitted by the laws of the United States or of any state in the United States.  Service of process in such suit may be made upon Dewey Ballantine LLP, New York, New York.  In any suit instituted against it upon this Agreement, Retrocessionaire will abide by the final decision of such court or of any appellate court in the event of an appeal.

The above named are authorized and directed to accept service of process on behalf of the Retrocessionaire in any such suit and/or upon the request of the Retrocedant to give a written undertaking to the Retrocedant that they will enter a general appearance upon the Retrocessionaire's behalf in the event such a suit is instituted.

Further, pursuant to any statute of any state, territory, or district of the Untied States that makes provision therefore, the Retrocessionaire hereby designates the Superintendent, Commissioner, or Director of Insurance or other officer specified for that purpose in the statute (or his successor or successors in office) as its true and lawful attorney upon whom may be served any lawful process in any action, suit, or proceeding instituted by or on behalf of the Retrocedant or any beneficiary hereunder arising out of this Agreement, and hereby designates the above named as the person to which the said officer is authorized to mail such process or a true copy thereof.

- 7 - -

ARTICLE 22 - SECURITY

If Retrocessionaire is not licensed, or an accredited reinsurer in the State of Maryland, Retrocessionaire shall establish and maintain a funds withheld account, trust fund or other form of security for the benefit of Retrocedant as security for the obligations of Retrocessionaire under this Agreement.  The funds withheld account, trust fund or other form of security shall be in a form reasonably satisfactory to Retrocedant and shall comply with the requirements under Maryland Insurance Law applicable to trust funds, funds withheld accounts, or other forms of security established for credit for reinsurance purposes.

ARTICLE 23 - REPORTS AND REMITTANCES

Within thirty (30) days after the close of each quarter in which there are any losses covered under this Agreement, the Retrocedant will furnish the Retrocessionaire with a report setting forth such loss payments, loss adjustment expense paid, monies recovered, reinstatement premium, and net balance due either party.  If applicable, the Retrocedant will also furnish the Retrocessionaire with a quarterly statement showing the total reserves for outstanding losses including loss adjustment expense, and such other information as may be required by the Retrocessionaire for completion of its financial statements and other filings.

The net balance will be paid within forty-five (45) days after the close of the respective quarter.

ARTICLE 24- MISCELLANEOUS PROVISIONS

SECTION 24.01 Severability.  If any term or provision of this Agreement shall be held void, illegal, or unenforceable, the validity of the remaining portions or provisions shall not be affected thereby.

SECTION 24.02 Successors and Assigns.  This Agreement may not be assigned by either party without the prior written consent of the other.  The provisions of this Agreement shall be binding upon and inure to the benefit of and be enforceable by the parties hereto and their respective successors and assigns as permitted herein.

SECTION 24.03 Execution in Counterparts.  This Agreement may be executed by the parties hereto in any number of counterparts and by each of the parties hereto in separate counterparts, each of which counterparts, when so executed and delivered, shall be deemed to be an original, but all such counterparts shall together constitute but one and the same instrument.

SECTION 24.04 Headings.  Headings used herein are not a part of this Agreement and shall not affect the terms hereof.

SECTION 24.05 Amendments; Entire Agreement.  This Agreement may be amended only by written agreement of the parties.  This Agreement supersedes all prior discussions and written and oral agreements and constitutes the sole and entire agreement between the parties with respect to the subject matter hereof.

SECTION 24.06 Negotiated Agreement.  This Agreement has been negotiated at arm’s-length, and the fact that the initial and final drafts will have been prepared by either party will not give rise to any presumption for or against any party to this Agreement or be used in any respect or forum in the construction or interpretation of this Agreement or any of its provisions.

- 8 - -

IN WITNESS WHEREOF, the parties have caused this Agreement to be executed in duplicate by their respective officers duly authorized so to do, on the date set forth below.

                                                                                Platinum Underwriters Reinsurance, Inc.

                 By: /s/ Kevin Marine        

            &# 160; Name: Kevin Marine

            &# 160; Title: Chief Operating Officer

            &# 160; Date: September 23, 2008

              Platinum Underwriters Bermuda, Ltd.

                 By: /s/ Les Waters   

               Name: Les Waters

               Title: Senior Vice President

               Date: September 29, 2008

- 9 - -

NUCLEAR ENERGY RISKS EXCLUSION CLAUSE (REINSURANCE) (1994)

(WORLDWIDE EXCLUDING U.S.A. AND CANADA)

(INCLUDES JAPANESE AMENDMENT)

 This agreement shall exclude Nuclear Energy Risks whether such risks are written directly and/or by way of reinsurance and/or via Pools and/or Associations.

 For all purposes of this agreement Nuclear Energy Risks shall mean all first party and/or third party insurances or reinsurances (other than Workers' Compensation and Employers' Liability) in respect of:

(I)	All Property on the site of a nuclear power station.  Nuclear Reactors, reactor buildings and plant and equipment therein on any site other than a nuclear power station.
(II)	All Property, on any site (including but not limited to the sites referred to in (I) above) used or having been used for:
	(a)	the generation of nuclear energy; or
	(b)	the Production, Use or Storage of Nuclear Material.
(III)	Any other Property eligible for insurance by the relevant local Nuclear Insurance Pool and/or Association but only to the extent of the requirements of that local Pool and/or Association.
(IV)	The supply of goods and services to any of the sites, described in (I) to (III) above, unless such insurances or reinsurances shall exclude the perils of irradiation and contamination by Nuclear Material.

 Execpt as undernoted, Nuclear Energy Risks shall not include:

(i)	Any insurance or reinsurance in respect of the construction or erection or installation or replacement or repair or maintenance or decommissioning of Property as described in (I) to (III) above (including contractors' plant and equipment);
(ii)	Any Machinery Breakdown or other Engineering insurance or reinsurance not coming within the scope of (i) above;

 Provided always that such insurance or reinsurance shall exclude the perils of irradiation and contamination by Nuclear Material. However, the above exemption shall not extend to:

(1)	The provision of any insurance or reinsurance whatsoever in respect of:
	(a)	Nuclear Material;
	(b)	Any Property in the High Radioactivity Zone or Area of any Nuclear Installation as from the introduction of Nuclear Material or - for reactor installations - as from fuel loading or first criticality where so agreed with the relevant local Nuclear Insurance Pool and/or Association.
(2)	The provision of any insurance or reinsurance for the undernoted perils:
	- Fire, lightning, explosion;
	- Earthquake;
	- Aircraft and other aerial devices or articles dropped therefrom;
	- Irradiation and radioactive contamination;
	- Any other peril insured by the relevant local Nuclear Insurance Pool and/or Association;

 in respect of any other Property not specified in (1) above which directly involves the Production, Use or Storage of Nuclear Material as from the introduction of Nuclear Material into such Property.

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Definitions

"Nuclear Material" means:

(i)	Nuclear fuel, other than natural uranium and depleted uranium, capable of producing energy by a self-sustaining chain process of nuclear fission outside a Nuclear Reactor, either alone or in combination with some other material; and
(ii)	Radioactive Products or Waste.
		"Radioactive Products or Waste" means any radioactive material produced in, or any material made radioactive by exposure to the radiation incidental to the production or utilization of nuclear fuel, but does not include radioisotopes which have reached the final stage of fabrication so as to be usable for any scientific, medical, agricultural, commercial or industrial purpose.

"Nuclear Installation" means:

(i)	Any Nuclear Reactor;
(ii)	Any factory using nuclear fuel for the production of Nuclear Material, or any factory for the processing of Nuclear Material, including any factory for the reprocessing of irradiated nuclear fuel; and
(iii)	Any facility where Nuclear Material is stored, other than storage incidental to the carriage of such material.
		"Nuclear Reactor" means any structure containing nuclear fuel in such an arrangement that a self-sustaining chain process of nuclear fission can occur therein without an additional source of neutrons.
		"Production, Use or Storage of Nuclear Material" means the production, manufacture, enrichment, conditioning, processing, reprocessing, use, storage, handling and disposal of Nuclear Material.
		"Property" shall mean all land, buildings, structures, plant, equipment, vehicles, contents (including but not limited to liquids and gases) and all materials of whatever description whether fixed or not.

"High Radioactivity Zone or Area" means:

(i)	For nuclear power stations and Nuclear Reactors, the vessel or structure which immediately contains the core (including its supports and shrouding) and all the contents thereof, the fuel elements, the control rods and the irradiated fuel store; and
(ii)	For non-reactor Nuclear Installations, any area where the level of radioactivity requires the provision of a biological shield.

 Notwithstanding the provisions of this Clause, certain liabilities the type of which by market practice and custom have not been declared to the Japanese Nuclear Pool are covered hereunder.

 N.M.A. 1975a (10/3/94) (with Japanese Amendment added).

 Approved by Lloyd's Underwriters' Non-Marine Association.

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WAR AND CIVIL WAR EXCLUSION CLAUSE

This Agreement excludes loss or damage directly or indirectly occasioned by, happening through or in consequence of War, Invasion, Acts of Foreign Enemies, Hostilities (whether War be declared or not), Civil War, Rebellion, Revolution, Insurrection, Military or Usurped Power, or confiscation or nationalization or requisition or destruction of or damage to property by or under the order of any government or public or local authority, but this exclusion shall not apply to business written in accordance with the Market War and Civil War Risks Exclusion Agreement nor to business outside the scope of such Agreement.

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INSOLVENCY FUNDS EXCLUSION CLAUSE

This Agreement excludes all liability of the Company arising by contract, operation of law, or otherwise, from its participation or membership, whether voluntary or involuntary, in any insolvency fund.  "Insolvency fund" includes any guaranty fund, insolvency fund, plan, pool, association, fund, or other arrangement, howsoever denominated, established, or governed, that provides for any assessment of or payment or assumption by the Company of part or all of any claim, debt, charge, fee, or other obligation of an insurer, or its successors or assigns, which has been declared by any competent authority to be insolvent, or which is otherwise deemed unable to meet any claim, debt, charge, fee, or other obligation in whole or in part.

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TERRORISM CLAUSE

Notwithstanding any provision to the contrary within this Agreement or any amendment thereto, it is agreed that this Agreement excludes loss, damage, cost or expense directly or indirectly caused by, contributed to by, resulting from, or arising out of or in connection with any act of terrorism, as defined herein, regardless of any other cause or event contributing concurrently or in any other sequence to the loss.

An act of terrorism includes any act, or preparation in respect of action, or threat of action designed to influence the government de jure or de facto of any nation or any political division thereof, or in pursuit of political, religious, ideological or similar purposes to intimidate the public or a section of the public of any nation by any person or group(s) of persons whether acting alone or on behalf of or in connection with any organization(s) or government(s) de jure or de facto, and which:

a.    Involves violence against one or more persons; or

b.    Involves damage to property; or

c.    Endangers life other than the person committing the action; or

d.    Creates a risk to health or safety of the public or a section of the public; or

e.    Is designed to interfere with or disrupt an electronic system.

This Agreement also excludes loss, damage, cost or expense directly or indirectly caused by, contributed to by, resulting from, or arising out of or in connection with any action in controlling, preventing, suppressing, retaliating against or responding to any act of terrorism.

Notwithstanding the above and subject otherwise to the terms, conditions and limitations of this Agreement, in respect only of personal lines, this Agreement will pay actual loss or damage (but not related cost and expense) caused by any act of terrorism provided such act is not directly or indirectly caused by, contributed to by, resulting from, or arising out of or in connection with biological, chemical, or nuclear pollution or contamination.

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EX-10.3

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.

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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.

- 7 - -

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.

- 9 - -

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.

            &# 160;  By: /s/ Michael E. Lombardozzi  
               Name: Michael E. Lombardozzi

            &# 160;  Title: Executive Vice President, General Counsel and Chief Administrative Officer

                 RENAISSANCERE HOLDINGS LTD.

            &# 160;  By: /s/ Fred R. Donner      
               Name: Fred R. Donner

            &# 160;  Title: Executive Vice President, Treasurer and Chief Financial Officer

            &# 160;  RENAISSANCE OTHER INVESTMENTS HOLDINGS II LTD.

                By: /s/ Mark A. Wilcox     
               Name: Mark A. Wilcox

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

- 10 - -

EX-31.1

Exhibit 31.1

CERTIFICATION OF PRESIDENT AND CHIEF EXECUTIVE OFFICER

I, Michael D. Price, certify that:

1. I have reviewed this report on Form 10-Q (the "Report") of Platinum Underwriters Holdings, Ltd. (the "Registrant");

2. Based on my knowledge, this Report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this Report;

3. Based on my knowledge, the financial statements, and other financial information included in this Report, fairly present in all material respects the financial condition, results of operations and cash flows of the Registrant as of, and for, the periods presented in this Report;

4. The Registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the Registrant and have:

a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the Registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this Report is being prepared;

b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c) Evaluated the effectiveness of the Registrant's disclosure controls and procedures and presented in this Report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this Report based on such evaluation; and

d) Disclosed in this Report any change in the Registrant’s internal control over financial reporting that occurred during the Registrant’s most recent fiscal quarter (the Registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the Registrant’s internal control over financial reporting; and

5. The Registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the Registrant's auditors and the audit committee of the Registrant's board of directors (or persons performing the equivalent functions):

a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the Registrant's ability to record, process, summarize and report financial information; and

b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the Registrant's internal control over financial reporting.

Date: October 29, 2008	/s/  Michael D. Price
	By: Michael D. Price
	President and Chief Executive Officer

EX-31.2

Exhibit 31.2

CERTIFICATION OF CHIEF FINANCIAL OFFICER

I, James A. Krantz, certify that:

1. I have reviewed this report on Form 10-Q (the "Report") of Platinum Underwriters Holdings, Ltd. (the "Registrant");

2. Based on my knowledge, this Report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this Report;

3. Based on my knowledge, the financial statements, and other financial information included in this Report, fairly present in all material respects the financial condition, results of operations and cash flows of the Registrant as of, and for, the periods presented in this Report;

4. The Registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the Registrant and have:

a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the Registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this Report is being prepared;

b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c) Evaluated the effectiveness of the Registrant's disclosure controls and procedures and presented in this Report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this Report based on such evaluation; and

d) Disclosed in this Report any change in the Registrant’s internal control over financial reporting that occurred during the Registrant’s most recent fiscal quarter (the Registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the Registrant’s internal control over financial reporting; and

5. The Registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the Registrant's auditors and the audit committee of the Registrant's board of directors (or persons performing the equivalent functions):

a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the Registrant's ability to record, process, summarize and report financial information; and

b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the Registrant's internal control over financial reporting.

Date: October 29, 2008	/s/  James A. Krantz
	By: James A. Krantz
	Executive Vice President and Chief Financial Officer

EX-32.1

Exhibit 32.1

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

I, Michael D. Price, President and Chief Executive Officer of Platinum Underwriters Holdings, Ltd., hereby certify to the best of my knowledge and belief that this Quarterly Report on Form 10-Q fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934 (15 U.S.C. 78m(a) or 78o(d)) and that the information contained in this Quarterly Report on Form 10-Q fairly presents, in all material respects, the financial condition and results of operations of Platinum Underwriters Holdings, Ltd.

Date: October 29, 2008	/s/  Michael D. Price
	By: Michael D. Price
	President and Chief Executive Officer

EX-32.2

Exhibit 32.2

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

I, James A. Krantz, Executive Vice President and Chief Financial Officer of Platinum Underwriters Holdings, Ltd., hereby certify to the best of my knowledge and belief that this Quarterly Report on Form 10-Q fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934 (15 U.S.C. 78m(a) or 78o(d)) and that the information contained in this Quarterly Report on Form 10-Q fairly presents, in all material respects, the financial condition and results of operations of Platinum Underwriters Holdings, Ltd.

Date: October 29, 2008	/s/  James A. Krantz
	By: James A. Krantz
	Executive Vice President and Chief Financial Officer