Platinum Underwriters Holdings, Ltd. (Form: 8-K)

THIS INVESTMENT MANAGEMENT AGREEMENT (“Agreement”) made as of the 12^th day of May, 2005 (“Commencement Date”) between Platinum Underwriters Reinsurance, Inc. (the “Client”) and Hyperion Capital Management, Inc. (“Hyperion”).

WHEREAS, the Client desires to appoint Hyperion as the investment manager of the portion of the assets of the Client constituting the Investment Account (as defined in Section 4).

1. Appointment and Status as Investment Manager. The Client hereby appoints Hyperion as the investment manager with respect to the Investment Account, and Hyperion hereby accepts this appointment, on the terms and conditions set forth herein.

2. Management of Account. Hyperion represents that it is a federally registered investment adviser under the Investment Advisers Act of 1940, as amended, and acknowledges that, in acting as investment manager under this Agreement, it will be acting as a fiduciary with respect to the Investment Account. Hyperion agrees to supervise and direct, with full authority and at its discretion, on the Client’s behalf and at the Client’s risk, the investment of the assets contained in the Investment Account in such manner as Hyperion may deem advisable in accordance with written investment restrictions and guidelines delivered to Hyperion by the Client and attached as Exhibit A (the “Investment Guidelines”). The Client may from time to time amend the Investment Guidelines. Hyperion will not be bound to follow any amendment to the Investment Guidelines, however, until it has received written notice of the amendment from the Client. The Client will incorporate into the Investment Guidelines any restrictions on investments, provided that it shall be Hyperion’s responsibility to abide by any and all laws and regulations affecting or governing its activities as a registered investment adviser, whether or not any investment restrictions resulting from such laws and regulations are incorporated by the Client into the Investment Guidelines.

3. Brokerage. Hyperion may place orders for the execution of transactions for the Investment Account with or through any brokers, dealers or banks that Hyperion may select without prior notice to the Client and in accordance with Hyperion’s policy with respect to allocation of brokerage and brokerage commissions as set forth in Part II of its Form ADV, as amended from time to time. Hyperion will at all times seek the best possible execution for a given securities transaction. To the extent permitted by law, the Client authorizes Hyperion to bunch or aggregate its orders with orders of its other clients. Hyperion will not effect securities transactions for the Investment Account through any broker-dealer that may be deemed to be affiliated with Hyperion.

4. Investment Account. The “Investment Account” shall initially consist of the cash and assets of the Client listed in the schedule of assets separately furnished in writing to Hyperion by the Client plus all investments, reinvestments and proceeds of the sale thereof, including, without limitation, all dividends and interest on investments, and all appreciation thereof, net of withdrawals therefrom. The Client may from time to time in its sole discretion make additions to, or withdrawals from, the Investment Account and the Client will promptly notify Hyperion thereof. The Client represents that the Client is the beneficial owner of all assets contained in the Investment Account and that no restrictions exist on the transfer, sale or public distribution of any of those assets; provided, however, assets in trust accounts may have certain restrictions.

5. Custody. The cash and assets of the Investment Account shall be held by a Custodian, duly appointed by the Client (the “Custodian”) in the custody accounts identified in Exhibit C. Hyperion represents that the Custodian has no affiliation with Hyperion and the Client represents that the Custodian has agreed to act as sole custodian for the Investment Account in accordance with Hyperion’s instructions. Hyperion shall at no time have custody, possession or direct control of the assets and cash in the Investment Account and nothing in this Agreement shall be deemed to authorize Hyperion to take or receive physical possession of any of the assets. In addition, Hyperion shall not be liable for any act or omission of the Custodian. Hyperion shall give instructions to the Custodian in writing (via an approved signatory list that is updated on a regular basis) or orally, but if instructions are given orally, Hyperion shall confirm them in writing or by facsimile as soon as practicable thereafter. The Client shall instruct the Custodian to provide Hyperion with such periodic reports concerning the status of the Investment Account as Hyperion may reasonably request from time to time. The Client will not change the Custodian without giving Hyperion reasonable prior notice of its intention to do so together with the name of, and other relevant information with respect to, the new Custodian.

6. Limitations on Liability; Indemnity. The Client agrees to indemnify and hold Hyperion harmless from any and all expenses, damages, costs and fees, including reasonable attorney’s fees, which may be incurred by reason of the Client’s negligence, willful misconduct, malfeasance, material breach of this Agreement or violation of applicable law.

Hyperion agrees to indemnify and hold the Client harmless from any and all expenses, damages, costs and fees, including reasonable attorney’s fees, which may be incurred by reason of Hyperion’s negligence, willful misconduct, malfeasance, material breach of this Agreement or violation of applicable law.

Nothing in this Agreement shall in any way constitute a waiver or limitation of any rights that the Client may have under Federal or State securities laws.

7. Representations and Warranties of the Client. The Client represents and warrants to Hyperion that (a) this Agreement has been duly authorized, executed and delivered by the Client and constitutes its valid and binding obligation, enforceable in accordance with its terms; (b) no governmental authorizations, approvals, consents or filings are required in connection with the execution, delivery or performance of this Agreement by the Client; (c) the execution, delivery and performance of this Agreement by the Client will not violate or result in any default under the Client’s charter or by-laws (or equivalent constituent documents), any material contract or agreement to which the Client is a party or by which it or its assets (including the Investment Account) may be bound or in the best of it’s knowledge any statute or any rule, regulation or order of any government agency or body.

8. Directions to Hyperion. All directions by or on behalf of the Client to Hyperion shall be in writing signed either (a) by a trustee or authorized officer of the Client (refer to Exhibit D), or (b) by a duly authorized agent of the Client. Hyperion shall be fully protected in relying upon any direction signed by a person whose authority to do so has been previously certified by the Client to Hyperion. Hyperion shall also be fully protected when acting upon any instrument, certificate or paper Hyperion reasonably believes to be genuine and to be signed or presented by the proper person or persons.

9. Reports and Communication. Hyperion shall provide the Client with reports containing the status of the Investment Account, including a statement of compliance, on a monthly basis and at any other times as the Client may reasonably request. Further, Hyperion shall also reconcile such reports with custodian reports and communicate and resolve any material discrepancies with the Custodian. Further, Hyperion shall provide trade order information, including but not limited to, to the Custodian, accountant and other third parties as requested in writing by Client.

10. Auditing. Client shall have the reasonable right to audit all Hyperion’s books and records directly pertaining to the performance of investment management under this agreement, and to obtain copies of such books and records as its auditors may reasonably request in connection with such audit, provided that Client gives reasonable notice of the audit, and reviews the books and records during Hyperion’s normal business hours, and promptly reimburses Hyperion for any costs of photocopying such books and records.

Hyperion furthermore agrees, at its sole cost and expense, to provide Platinum with a Type II SAS 70 Report (the “Report”) concerning Hyperion’s internal controls with respect to design and operating effectiveness of the controls over investment management. The Report should cover the most recent calendar year period (if a Report is performed on other then a calendar year basis, then the Report must at least cover the calendar year period through November 30th). Each quarter end when Hyperion does not provide the Report, Hyperion will provide Platinum with a letter certifying that the internal control environment has not changed during that quarter or, if there have been material changes to the internal control environment, Hyperion will explain the nature of the changes, including the design effectiveness of such changes. Both the Report and any interim period letter on internal controls are required to be delivered to Platinum within 30 days of the period covered by the report and each quarterly letter, respectively. In addition, Hyperion is required to promptly advise Client of any material changes in their internal control environment, or the identification of any material weaknesses or deficiencies in the controls governing investment management once Hyperion becomes aware of any such circumstances. If Hyperion identifies a material weakness or significant deficiency in internal control that relates to or affects the Client or the services provided to the Client, Hyperion will promptly communicate the nature of the material weakness or significant deficiency identified, the planned corrective action, the timing to complete remediation, and confirmation of control remediation upon completion of the corrective action.

To the extent Hyperion does not remediate any material weakness or significant deficiency, within a reasonable cure period, not to exceed thirty (30) days, then the Client shall have the right to immediately terminate this agreement.

11. Proxies, Tender Offers, Class Actions, Etc. Unless specifically reserved to the Trustee of the Client or a named fiduciary of the Client and subject to any other written instructions of the Client, Hyperion is hereby appointed the Client’s agent and attorney-in-fact in its discretion to vote, tender or convert any securities in the Investment Account; to execute proxies, waivers, consents and other instruments with respect to such securities; to endorse, transfer or deliver such securities and to participate in or consent to any class action, plan of reorganization, merger, combination, consolidation, liquidation or similar plan with reference to such securities; and Hyperion shall not incur any liability to the Client by reason of any exercise of, or failure to exercise, such discretion. Notwithstanding the foregoing provisions of this Section 11, if Hyperion, or any of its affiliates has an adverse or potentially adverse interest with respect to the vote or other requested action, Hyperion shall so inform the Client, which shall thereupon become responsible for the determination on such vote or other action.

12. Confidential Relationship. All information and advice furnished by either party to this Agreement shall be treated as confidential and shall not be disclosed to third parties except as required by applicable law or regulation. In addition, Hyperion, without the prior written consent of the Client, will not disclose to any third party (other than its attorneys, accountants, representatives and consultants with a business need to know) the existence or purpose of this Agreement, the terms and conditions hereof, except as may be required by applicable law or regulation.

13. Services to Other Clients. Hyperion acts as adviser to other clients and may give advice, and take action, with respect to any of those clients that may differ from the advice given, or the time or the nature of action taken with respect to the Investment Account. Hyperion is not to favor or disfavor consistently or consciously any client or class of clients in the allocation of investment opportunities and that, to the extent practical, such opportunities are allocated among clients over a period of time on a fair and equitable basis. Hyperion shall have no obligation to purchase or sell for the Investment Account, or to recommend for purchase or sale by the Investment Account, any security that Hyperion, its principals, affiliates or employees may purchase for themselves or for any other clients; provided always, however, that Hyperion shall use its best efforts to maximize the gains for the Investment Account and that no transaction shall violate any applicable law or regulation, or be engaged in with the knowledge that such transaction may reasonably be expected to result in harm to the Client.

14. Relationship with Affiliated Broker-Dealers. Hyperion will not use any affiliated broker-dealer for the execution of the Client’s securities transactions.

15. Non-Assignability. No assignment (as that term is defined in the Investment Advisers Act of 1940, as amended) of this Agreement may be made by Hyperion without the prior written consent of the Client.

16. Termination. This Agreement may be terminated by the Client at any time without notice and by Hyperion at any time upon thirty (30) days’ written notice. Upon termination, fees will be prorated to the date of termination; any accrued portion of unpaid fees will be paid by the Client to Hyperion; and any unearned portion of prepaid fees will be refunded by Hyperion.

17. Notices. All notices and instructions with respect to securities transactions or any other matters contemplated by this Agreement shall be deemed duly given when delivered in writing to the addresses below or when deposited by first-class mail addressed as follows:


State Street Bank and Trust Company

801 Pennsylvania Avenue Kansas City MO 64105 Attention:		Mr. Carl Cahoon

Platinum Underwriters Reinsurance, Inc.
2 World Financial Center
225 Liberty Street, Suite 2300
New York, New York 10281-1008

Hyperion Capital Management, Inc.
One Liberty Plaza
165 Broadway, 36^th Floor
New York, N.Y. 10006-1404

18. Fees. Hyperion’s fees for services provided under this Agreement shall be payable by the Client at the end of each calendar quarter for the preceding three months, in accordance with the schedule of fees attached hereto as Exhibit B.

19. Written Disclosure Statement. Client acknowledges receipt of Advisor’s Disclosure Statement at least 48 hours prior to, but not later than, the date of execution of this agreement. Accordingly, Client shall have the option to terminate this agreement without penalty within five business days after the date of execution; provided, however, that any investment action taken by Advisor with respect to the Account prior to the effective date of such termination shall be at Client’s risk.

20. Entire Agreement; Amendment. This Agreement states the entire agreement of the parties with respect to management of the Investment Account and may not be amended except by a writing signed by the parties.

21. Governing Law. This Agreement shall be governed by, and construed in accordance with the law of the State of New York, without regard to the laws of conflict of laws.

22. Effective Date. This Agreement shall become effective on the day and year first written above.

23. No Waiver. Nothing in this Agreement shall in any way constitute a waiver or limitation of any rights which Client may have under federal or state securities laws.

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed on their behalf by their duly authorized officers as of the day, month and year first above written.

Name: James A. Krantz Title: Senior Vice President, Chief Financial Officer and Treasurer

THIS INVESTMENT MANAGEMENT AGREEMENT (“Agreement”) made as of the 12^th day of May, 2005 (“Commencement Date”) between Platinum Underwriters Bermuda, Ltd. (the “Client”) and Hyperion Capital Management, Inc. (“Hyperion”).

WHEREAS, the Client desires to appoint Hyperion as the investment manager of the portion of the assets of the Client constituting the Investment Account (as defined in Section 4).

Nothing in this Agreement shall in any way constitute a waiver or limitation of any rights that the Client may have under Federal or State securities laws.

14. Relationship with Affiliated Broker-Dealers. Hyperion will not use any affiliated broker-dealer for the execution of the Client’s securities transactions.


State Street Bank and Trust Company

801 Pennsylvania Avenue Kansas City, MO 64105 Attention:		Mr. Carl Cahoon

Platinum Underwriters Bermuda, Ltd.
The Belvedere Building
69 Pitts Bay Road, 2nd Floor
Pembroke, HM 08
Bermuda

Hyperion Capital Management, Inc.
One Liberty Plaza
165 Broadway, 36^th Floor
New York, N.Y. 10006-1404

21. Governing Law. This Agreement shall be governed by, and construed in accordance with the law of the State of New York, without regard to the laws of conflict of laws.

22. Effective Date. This Agreement shall become effective on the day and year first written above.

23. No Waiver. Nothing in this Agreement shall in any way constitute a waiver or limitation of any rights which Client may have under federal or state securities laws.

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed on their behalf by their duly authorized officers as of the day, month and year first above written.


Platinum Underwriters Bermuda, Ltd.

Address:		The Belvedere Building 69 Pitts Bay Road, 2^nd Floor Pembroke, HM 08 Bermuda

PLATINUM UNDERWRITERS HOLDINGS, LTD.
and
PLATINUM UNDERWRITERS BERMUDA, LTD.
and
PLATINUM REGENCY HOLDINGS
on the one hand

THIS AGREEMENT, made as of the 12th day of May, 2005, by and between Platinum Underwriters Holdings, Ltd., Platinum Underwriters Bermuda, Ltd. and Platinum Regency Holdings (together, hereinafter called the “Company”) and BlackRock Financial Management, Inc. (hereinafter called the “Manager”). This Agreement is one of three identical agreements (the “Agreements”), each to be executed by Manager and certain of Company’s affiliates located in other jurisdictions. Each such affiliate or group of affiliates shall sign its own such agreement and shall be referred to as Company under each such Agreement.

WHEREAS, the Company has all requisite authority to appoint one or more investment managers to supervise and direct the investment and reinvestment of a portion of all of the assets of the Company and of certain related entities of the Company;

THEREFORE, for and in consideration of the premises and of the mutual covenants herein contained, the parties hereby agree as follows:

1. Appointment and Status as Investment Manager. The Company hereby appoints the Manager as an “Investment Manager.” The Manager does hereby accept said appointment and by its execution of this Agreement the Manager represents and warrants that it is registered as an investment adviser under the Investment Advisers Act of 1940. The Manager does also acknowledge that it is a fiduciary with respect to the assets under management and assumes the duties, responsibilities and obligations of a fiduciary with respect to the services described in Sections 3 through 5 below.

2. Representations by Company. The Company represents and warrants that (a) it has all requisite authority to appoint the Manager hereunder, (b) the terms of the Agreement do not conflict with any obligation by which the Company is bound, whether arising by contract, operation of law or otherwise and (c) this Agreement has been duly authorized by appropriate corporate action.

3. Management Services. The Manager shall be responsible for the investment and reinvestment of those assets designated by the Company as subject to the Manager’s management (which assets, together with all additions, substitutions and alterations thereto are hereinafter called the “Account”). The Account may include all securities and instruments described in Exhibit A or appropriate to effect the strategies described therein. The Company does hereby delegate to the Manager all of its powers, duties and responsibilities with regard to such investment and reinvestment and hereby appoints the Manager as its agent in fact with full authority to buy, sell or otherwise effect investment transactions involving the assets in its name and for the Account in accordance with the terms and conditions of this Agreement. Said powers, duties and responsibilities shall be exercised exclusively by the Manager pursuant to and in accordance with its fiduciary responsibilities and the provisions of this Agreement. In deciding on a proper investment of the Account, the Manager shall consider the following factors as communicated in writing to the Manager by the Company from time to time: a) the investment purposes of the Company, b) the Company’s financial needs such as liquidity, c) applicable laws, d) the Company’s investment policies and guidelines, and e) the Account’s Investment Guidelines attached as Exhibit A. In addition, in accordance with the Manager’s guidelines in effect from time to time, the Manager or its agent is authorized, but shall not be required, to vote, tender or convert any securities in the Account; to execute waivers, consents and other instruments with respect to such securities; to endorse, transfer or deliver such securities or to consent to any class action, plan of reorganization, merger, combination, consolidation, liquidation or similar plan with reference to such securities; and the Manager shall not incur any liability to the Company by reason of any exercise of, or failure to exercise, any such discretion in the absence of gross negligence or bad faith.

4. Accounting and Reports. At such intervals as shall be mutually agreed upon between the parties, the Manager shall furnish the Company with appraisals of the Account, performance tabulations, a summary of purchases and sales and such other reports as shall be agreed upon from time to time. The Manager shall also reconcile accounting, transaction and asset-summary data with custodian reports at times that are mutually agreeable to the Manager and the Company. In addition, the Manager shall communicate and resolve any material discrepancies with the custodian.

5. Auditing. The Company shall have the reasonable right to audit all of the Manager’s books and records directly pertaining to the performance of the asset management services under this Agreement, and to obtain copies of such books and records as its auditors may reasonably request in connection with such audit, provided that the Company gives reasonable notice of the audit, and reviews the books and records during the Manager’s normal business hours, and promptly reimburses the Manager for any costs of photocopying such books and records.

The Manager furthermore agrees, at its sole cost and expense, to provide the Company with a Type II SAS 70 Report (the “Report”) concerning the Manager’s internal controls with respect to design and operating effectiveness of the controls over the asset management services. After each of the three quarter ends at which the Manager does not provide the Report, it will provide the Company with a letter representing that, after reasonable inquiry, the Manager has concluded that its internal control environment has not changed materially during that quarter, or, if there have been material changes to the internal control environment, the Manager will explain the nature of the changes, together with a representation concerning the design effectiveness of the new or modified controls. The Report and each quarterly interim period letter on internal controls are required to be delivered to the Company within 75 days and 30 days of the end of the period covered by the Report and the quarterly letter, respectively. If the Manager identifies a material weakness in internal control that relates to or affects the Company or the asset management services provided to the Company, the Manager will promptly communicate to the Company the nature of the material weakness, the planned corrective action and the anticipated timing to complete remediation, and will confirm control remediation after completion of the corrective action.

To the extent that the Manager does not commence remediation of any material weakness within thirty (30) days, or does not complete such remediation within a reasonable cure period, then the Company shall have the right to terminate this Agreement upon written notice.

6. Other Services. The Manager shall, on invitation, attend meetings with representatives of the Company to discuss the position of the Account and the immediate investment outlook, or shall submit its views in writing as the Company shall suggest from time to time.

7. Additional Investment Services; Considerations and Acknowledgments. As agreed between the parties from time to time, the Manager may provide certain operating, analytical, and reporting support (“Additional Investment Services”) for those portfolios of the Company managed by the Manager and by other parties. The Additional Investment Services may include, but are not limited to the following: (i) establishing appropriate investment mandates and strategies, (ii) drafting investment policies and guidelines, (iii) supporting the Company’s operations, including custodial assistance, (iv) providing asset-liability reporting, (v) providing income projections, and (vi) broad and general consulting on operational, regulatory, and other strategic issues.

The Company understands and acknowledges that (a) all Additional Investment Services require the Manager to exercise good-faith judgments that may ultimately prove to be erroneous, (b) in connection with providing the Additional Investment Services, the Manager will make certain assumptions about the movements of interest rates, volatility of interest rates, movements of spreads, and the relationship of mortgage prepayments to interest rates, (c) the Manager’s assumptions will not necessarily capture all the characteristics and risks inherent in the Company’s portfolios, and (d) the Manager’s assumptions are based upon information provided to the Manager by the Company or certain of its third-party vendors that is assumed to be reliable and accurate, but the Manager does not represent or warrant that it is accurate or complete, and will not be responsible for verifying the accuracy of any such information.

8. Compensation. For its investment management services rendered hereunder, the Manager shall be compensated in accordance with Exhibit B, attached hereto. If the management of the Account commences or ends at any time other than the beginning or end of a calendar quarter, the quarterly fee shall be prorated based on the portion of such calendar quarter during which this Agreement was in force.

9. Custodian. The securities in the Account shall be held by a custodian duly appointed by the Company and the Manager is authorized to give instructions via an approved signatory list that is updated on a regular basis to the custodian with respect to all investment decisions regarding the Account. Nothing contained herein shall be deemed to authorize the Manager to take or receive physical possession of any of the assets for the Account, it being intended that sole responsibility for safekeeping thereof (in such investments as the Manager may direct) and the consummation of all purchases, sales, deliveries and investments made pursuant to the Manager’s direction shall rest upon the custodian.

10. Brokerage. The Company hereby delegates to the Manager sole and exclusive authority to designate the brokers or dealers through whom all purchases and sales on behalf of the Account will be made in a manner that is consistent with the Manager’s fiduciary obligations to the Company. The Manager will determine the rate or rates, if any, to be paid for brokerage services provided to the Account. The Manager agrees that securities are to be purchased through such brokers as, in the Manager’s best judgment, shall offer the best combination of price and execution. The Manager, in seeking to obtain best execution of portfolio transactions for the Account, may consider the quality and reliability of brokerage services, as well as research and investment information and other services provided by brokers or dealers. Accordingly, the Manager’s selection of a broker or dealer for transactions for the Account may take into account such relevant factors as (i) price, (ii) the broker’s or dealer’s facilities, reliability and financial responsibility, (iii) when relevant, the ability of the broker to effect securities transactions, particularly with regard to such aspects as timing, order size and execution of the order, (iv) the broker’s or dealer’s recordkeeping capabilities and (v) the research and other services provided by such broker or dealer to the Manager which are expected to enhance its general portfolio management capabilities (collectively, “Research”), notwithstanding that the Account may not be the exclusive beneficiary of such Research.

11. Confidential Information. All information regarding operations and investments of the Company shall be regarded as confidential by the Manager, and will not be disclosed to any third party without the express written consent of the Company except as required by law or regulation.

12. Directions to the Manager. All directions by or on behalf of the Company to the Manager shall be in writing signed by one of the persons listed on Exhibit C, attached hereto.

The Manager shall be fully protected in relying upon any direction in accordance with the previous paragraph with respect to any instruction, direction or approval of the Company, and shall be so protected also in relying upon a certification duly executed on behalf of the Company as to the names of persons authorized to act for it and in continuing to rely upon such certification until notified by the Company to the contrary.

The Manager shall be fully protected in acting upon any instrument, certificate or paper believed by it to be genuine and to be signed or presented by the proper persons or to any statement contained in any such writing and may accept the same as conclusive evidence of the truth and accuracy of the statements therein contained.

13. Liabilities of the Manager and the Company. The Company agrees to indemnify and hold the Manager harmless from any and all expenses, damages, costs and fees, including reasonable attorney’s fees, which may be incurred by reason of the Company’s negligence, willful misconduct, malfeasance, material breach of this Agreement or violation of applicable law.

The Manager agrees to indemnify and hold the Company harmless from any and all expenses, damages, costs and fees, including reasonable attorney’s fees, which may be incurred by reason of the Manager’s negligence, willful misconduct, malfeasance, material breach of this Agreement or violation of applicable law.

The Company understands that in connection with the Additional Investment Services provided by the Manager that (i) the Manager is not serving in an investment advisory capacity, or making any recommendations or soliciting any action based upon its analyses with respect to those portfolios of the Company not managed by the Manager and (ii) the Company will be solely responsible for any judgments as to valuation and the purchase and sale of its portfolio securities (other than in the case of the Account). Accordingly, the Manager will not be responsible, and have no liability, for any conclusions drawn by the Company with respect to its portfolio securities, notwithstanding that such conclusions may, in part, be based upon information provided by the Manager in connection with the Additional Investment Services

The Manager, its officers, directors and employees, acting in good faith shall not be liable for any actions, omissions or recommendations made in connection with this Agreement except in the case of actual misconduct or negligence; provided, however, that nothing in this Agreement shall act to relieve the Manager, its officers, directors or employees from any responsibility or duty that the Manager or such officer, director or employee may have under federal securities act.

14. Non-Exclusive Management. The Company understands that the Manager will continue to furnish investment management and advisory services to others, and that the Manager shall be at all times free, in its discretion, to make recommendations to others which may be the same as, or may be different from those made to the Account. Actions with respect to securities of the same kind may be the same as or different from the action which the Manager, or any of its affiliates, or any officer, director, stockholder, employee or any member of their families, or other investors may take with respect thereto.

15. Aggregation and Allocation of Orders. The Company acknowledges that circumstances may arise under which the Manager determines that, while it would be both desirable and suitable that a particular security or other investment be purchased or sold for the account of more than one of the Manager’s clients’ accounts, there is a limited supply or demand for the security or other investment. Under such circumstances, the Company acknowledges that, while the Manager will seek to allocate the opportunity to purchase or sell that security or other investment among those accounts on an equitable basis, the Manager shall not be required to assure equality of treatment among all of its clients (including that the opportunity to purchase or sell that security or other investment will be proportionally allocated among those clients according to any particular or predetermined standards or criteria). Where, because of prevailing market conditions, it is not possible to obtain the same price or time of execution for all of the securities or other investments purchased or sold for the Account, the Manager may average the various prices and charge or credit the Account with the average price.

16. Conflict of Interest. The Company agrees that the Manager, when acting in good faith and in a manner consistent with its fiduciary obligations to the Company, may refrain from rendering any advice or services concerning securities of companies of which any of the Manager’s, or affiliates of the Manager’s officers, directors, or employees are directors or officers, or companies as to which the Manager or any of the Manager’s affiliates or the officers, directors and employees of any of them has any substantial economic interest or possesses material non-public information, unless the Manager either determines in good faith that it may appropriately do so without disclosing such conflict to the Company or discloses such conflict to the Company prior to rendering such advice or services with respect to the Account.

From time to time, when determined by the Manager in its capacity of a fiduciary to be in the best interest of the Company, the Manager on behalf of the Account may purchase securities from or sell securities to another account managed by the Manager at prevailing market levels in accordance with the procedures under Rule 17a-7(b) of the Investment Company Act of 1940 and other applicable law.

17. Effective Period of Agreement and Amendments. This Agreement shall become effective on the date hereof. Any amendment to this Agreement shall be written and signed by both parties to the Agreement. No such amendment shall be effective to permit the use of the Account or any part thereof for any purpose not authorized by the Company’s charter.

18. Resignation or Removal of the Manager. The Manager may be removed by the Company upon 30 days’ notice in writing or may resign upon 90 days’ notice in writing. On the effective date of the removal or resignation of the Manager or as close to such date as is reasonably possible, the Manager shall provide the Company with a final report containing the same information as paragraph 4 above.

19. Assignment. No assignment (as that term is defined in the Advisers Act) of this Agreement by the Manager may be made without the consent of the Company, and any such assignment made without such consent shall be null and void for all purposes. Subject to the foregoing, this Agreement shall inure to the benefit of and be binding upon the parties hereto, their successors and permitted assigns.

20. Severable. Any term or provision of this Agreement which is invalid or unenforceable in any applicable jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such invalidity or unenforceability without rendering invalid or unenforceable the remaining terms or provisions of the Agreement in any jurisdiction.

21. Applicable Law. To the extent not inconsistent with applicable federal law, this Agreement shall be construed pursuant to, and shall be governed by, the laws of the state of New York.

22. Investment Manager Brochure. The Company hereby acknowledges that it has received from the Manager a copy of the Manager’s Form ADV, Part II, at least forty-eight hours prior to entering into this Agreement.

23. Web-site. The Manager, at the Company’s request, will provide access to its account information electronically, via the world wide web, based upon the Company’s use of a BlackRock issued user id and password. The Company acknowledges and agrees the world wide web is a continually growing medium and the Manager does not make any warranty regarding the security related to the world wide web. The Company must be aware there is no absolute guaranteed system or technique to fully secure information made available over the web. The Company agrees that it will not share its user id, password and access to information provided electronically with any third party.

24. Notices. All notices required or permitted to be sent under this Agreement shall be sent, if to the Manager:

BlackRock Financial Management, Inc.
40 East 52^nd Street, 2^nd Floor
New York, NY 10022
Attention: Robert Connolly, General Counsel
or by facsimile to (212) 810-3744


if to the Company:		Platinum Underwriters Holdings, Ltd. The Belvedere Building 69 Pitts Bay Road Pembroke, HM 08 Bermuda

Attention: Michael E. Lombardozzi, Exec. VP, General Counsel & Sec’y
or by facsimile to: (441) 296-0528

Platinum Regency Holdings
c/o A&L Goodbody Solicitors
International Financial Services Centre
North Wal Quay, Dublin 1
Ireland
Attention: Laura Mulleady
or by facsimile to: +35.3.1649.2649

Platinum Underwriters Reinsurance, Inc.
Two World Financial Center, Suite 2300
225 Liberty Street
New York, NY 10281
Attention: James Conway, General Counsel
or by facsimile to: (212) 809-7565

or such other name or address as may be given in writing to the other party. All notices hereunder shall be sufficient if delivered by facsimile, telex, or overnight mail. Any notices shall be deemed given only upon actual receipt.

25. Counterparts. This Agreement may be executed in counterparts, each of which shall be an original but all of which together shall constitute one agreement.

26. Use of Futures. Pursuant to an exemption from the Commodity Futures Trading Commission (the “Commission”) in connection with accounts of qualified eligible clients, this Agreement is not required to be, and has not been, filed with the Commission. The Commission does not pass upon the merits of participating in a trading program or upon the adequacy or accuracy of commodity trading advisor disclosure. Consequently, the Commission has not reviewed or approved this Agreement.

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed as of the date first above written.

Name: Joseph F. Fisher
Title: Executive Vice President & Chief Financial Officer

THIS AGREEMENT, made as of the 12th day of May, 2005, by and between Platinum Re (UK) Ltd. (hereinafter called the “Company”) and BlackRock Financial Management, Inc. (hereinafter called the “Manager”). This Agreement is one of three identical agreements (the “Agreements”), each to be executed by Manager and certain of Company’s affiliates located in other jurisdictions. Each such affiliate or group of affiliates shall sign its own such agreement and shall be referred to as Company under each such Agreement.

THEREFORE, for and in consideration of the premises and of the mutual covenants herein contained, the parties hereby agree as follows:

12. Directions to the Manager. All directions by or on behalf of the Company to the Manager shall be in writing signed by one of the persons listed on Exhibit C, attached hereto.

21. Applicable Law. To the extent not inconsistent with applicable federal law, this Agreement shall be construed pursuant to, and shall be governed by, the laws of the state of New York.

24. Notices. All notices required or permitted to be sent under this Agreement shall be sent, if to the Manager:

BlackRock Financial Management, Inc.
40 East 52^nd Street, 2^nd Floor
New York, NY 10022
Attention: Robert Connolly, General Counsel
or by facsimile to (212) 810-3744


if to the Company:		Platinum Re (UK) Ltd. Fitzwilliam House 10 St. Mary Axe, 6^th Floor London EC3A 8EN United Kingdom Attention: Michael J. Coldman, Claims Director & Co. Secretary or by facsimile to: +44.207.623.6610

		With a copy to:

		Platinum Underwriters Reinsurance, Inc. Two World Financial Center, Suite 2300 225 Liberty Street New York, NY 10281 Attention: James Conway, General Counsel or by facsimile to: (212) 809-7565

25. Counterparts. This Agreement may be executed in counterparts, each of which shall be an original but all of which together shall constitute one agreement.

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed as of the date first above written.

PLATINUM UNDERWRITERS REINSURANCE, INC.
and
PLATINUM UNDERWRITERS FINANCE, INC.
on the one hand

THIS AGREEMENT, made as of the 12th day of May, 2005, by and between Platinum Underwriters Reinsurance, Inc. and Platinum Underwriters Finance Inc. (together, hereinafter called the “Company”) and BlackRock Financial Management, Inc. (hereinafter called the “Manager”). This Agreement is one of three identical agreements (the “Agreements”), each to be executed by Manager and certain of Company’s affiliates located in other jurisdictions. Each such affiliate or group of affiliates shall sign its own such agreement and shall be referred to as Company under each such Agreement.

THEREFORE, for and in consideration of the premises and of the mutual covenants herein contained, the parties hereby agree as follows:

12. Directions to the Manager. All directions by or on behalf of the Company to the Manager shall be in writing signed by one of the persons listed on Exhibit C, attached hereto.

21. Applicable Law. To the extent not inconsistent with applicable federal law, this Agreement shall be construed pursuant to, and shall be governed by, the laws of the state of New York.

24. Notices. All notices required or permitted to be sent under this Agreement shall be sent, if to the Manager:

BlackRock Financial Management, Inc.
40 East 52^nd Street, 2^nd Floor
New York, NY 10022
Attention: Robert Connolly, General Counsel
or by facsimile to (212) 810-3744


if to the Company:		Platinum Underwriters Reinsurance, Inc. Two World Financial Center, Suite 2300 225 Liberty Street New York, NY 10281

Attention: James A. Krantz, Senior Vice President, Chief Financial Officer & Treasurer
or by facsimile to: (212) 809-7565

Platinum Underwriters Reinsurance, Inc.
Two World Financial Center, Suite 2300
225 Liberty Street
New York, NY 10281
Attention: James Conway, General Counsel
or by facsimile to: (212) 809-7565

25. Counterparts. This Agreement may be executed in counterparts, each of which shall be an original but all of which together shall constitute one agreement.

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed as of the date first above written.

Name: James A. Krantz
Title: Senior Vice President, Chief Financial Officer & Treasurer

Name: Joseph F. Fisher
Title: Executive Vice President, Chief Financial Officer & Treasurer


Bermuda	001-31341	98-0416483
_____________________ (State or other jurisdiction	_____________ (Commission	______________ (I.R.S. Employer
of incorporation)	File Number)	Identification No.)

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


	Platinum Underwriters Holdings, Ltd.

May 12, 2005	By:	Michael E. Lombardozzi

		Name: Michael E. Lombardozzi
		Title: Executive Vice President, General Counsel and Secretary


Exhibit No.		Description

10.1		Investment Management Agreement dated May 12, 2005 between Platinum Underwriters Reinsurance, Inc. and Hyperion Capital Management, Inc.
10.2		Investment Management Agreement dated May 12, 2005 between Platinum Underwriters Bermuda, Ltd. and Hyperion Capital Management, Inc.
10.3		Investment Manager Agreement dated May 12, 2005 between Platinum Underwriters Holdings, Ltd., Platinum Underwriters Bermuda, Ltd., Platinum Regency Holdings and BlackRock Financial Management, Inc.
10.4		Investment Manager Agreement dated May 12, 2005 between Platinum Re (UK), Ltd. and BlackRock Financial Management, Inc.
10.5		Investment Manager Agreement dated May 12, 2005 between Platinum Underwriters Reinsurance, Inc., Platinum Underwriters Finance, Inc. and BlackRock Financial Management, Inc.


Date of Report (Date of Earliest Event Reported):		May 9, 2005


Registrant’s telephone number, including area code:		(441) 295-7195


Address:		One Liberty Plaza
		165 Broadway, 36^th Floor
		New York, New York 10006-1404


Address:		One Liberty Plaza
		165 Broadway. 36^th Floor
		New York, New York 10006-1404