Edgar Filing: PLATINUM UNDERWRITERS HOLDINGS LTD

Filed Pursuant to Rule 424(b)(4)
Registration No. 333-113823

PROSPECTUS SUPPLEMENT

(TO PROSPECTUS DATED JUNE 28, 2004)

6,000,000 SHARES

[PLATINUM UNGERWRITERS HOLDINGS LTD LOGO]

COMMON SHARES
----------------------
All of the Common Shares of Platinum Underwriters Holdings, Ltd. are
being offered by the selling shareholder identified in this prospectus
supplement. Platinum Holdings will not receive any of the proceeds from the sale
of the Common Shares by the selling shareholder.

Platinum Holdings' Common Shares are listed on the New York Stock
Exchange under the trading symbol "PTP". The last reported sale price of
Platinum Holdings' Common Shares on the New York Stock Exchange on June 25, 2004
was $30.20 per share.

INVESTING IN THE COMMON SHARES INVOLVES RISKS THAT ARE DESCRIBED IN THE
"RISK FACTORS" SECTION BEGINNING ON PAGE S-4 OF THE PROSPECTUS SUPPLEMENT AND
PAGE 1 OF THE ACCOMPANYING PROSPECTUS.
----------------------

Neither the Securities and Exchange Commission, any state securities
commission, the Registrar of Companies in Bermuda, the Bermuda Monetary
Authority nor any other regulatory body has approved or disapproved of these
securities or passed upon the adequacy or accuracy of this prospectus
supplement. Any representation to the contrary is a criminal offense.

The underwriter has agreed to purchase the Common Shares from the selling
shareholder for $29.555 per Common Share. The proceeds to the selling
shareholder from the sale will be $177,330,000.

The shares may be offered by the underwriter from time to time to
purchasers directly or through agents, or through brokers in brokerage
transactions on the New York Stock Exchange, or to dealers in negotiated
transactions or in a combination of such methods of sale, at a fixed price or
prices, which may be changed, or at market prices prevailing at the time of
sale, at prices related to such prevailing market prices or at negotiated
prices.

The Common Shares will be ready for delivery on or about June 30, 2004.
----------------------

MERRILL LYNCH & CO.
----------------------
The date of this prospectus supplement is June 28, 2004.

TABLE OF CONTENTS

PAGE
----

PROSPECTUS SUPPLEMENT
About this Prospectus Supplement............................ ii
Prospectus Supplement Summary............................... S-1
Risk Factors................................................ S-4
Use of Proceeds............................................. S-10
Price Range of Common Shares................................ S-10
Dividend Policy............................................. S-10
Capitalization.............................................. S-11
Selected Historical Consolidated Financial and Other Data... S-12
Business.................................................... S-14
Selling Shareholder......................................... S-16
Underwriting................................................ S-17
Legal Matters............................................... S-19
Experts..................................................... S-19
Where You Can Find More Information......................... S-19
PROSPECTUS
Important Information About this Prospectus................. i
Available Information....................................... ii
Platinum Underwriters Holdings, Ltd......................... 1
Risk Factors................................................ 1
General Description of the Offered Securities............... 1
Ratio of Earnings to Fixed Charges of Platinum Underwriters
Holdings, Ltd............................................. 2
Forward-Looking Statements.................................. 2
Use of Proceeds............................................. 3
Description of Our Share Capital............................ 3
Description of the Depository Shares........................ 9
Description of the Debt Securities.......................... 11
Certain Provisions Applicable to Subordinated Debt
Securities................................................ 23
Description of the Warrants to Purchase Common Shares or
Preferred Shares.......................................... 24
Description of the Warrants to Purchase Debt Securities..... 26
Description of the Purchase Contracts and the Purchase
Units..................................................... 27
Selling Shareholders........................................ 28
Related Party Transactions.................................. 29
Certain Tax Considerations.................................. 32
Plan of Distribution........................................ 42
Where You Can Find More Information......................... 44
Incorporation of Certain Documents by Reference............. 44
Legal Matters............................................... 45
Experts..................................................... 45
Enforcement of Civil Liabilities under United States Federal
Securities Laws and Other Matters......................... 45

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You should rely only on the information contained or incorporated by
reference in this prospectus supplement or the accompanying prospectus. We have
not authorized anyone to provide you with different information. If anyone
provides you with different or inconsistent information, you should not rely on
it. The selling shareholder is not making an offer to sell these securities in
any jurisdiction where the offer or sale is not permitted. The information
contained or incorporated by reference in this prospectus supplement and the
accompanying prospectus is accurate only as of the date of this prospectus
supplement or, in the case of the documents incorporated by reference, the date
of such document, regardless of time of delivery of this prospectus supplement
and the accompanying prospectus or of any sale of our Common Shares.

ABOUT THIS PROSPECTUS SUPPLEMENT

This prospectus supplement is a supplement to the accompanying prospectus
that is also a part of this document. This prospectus supplement and the
accompanying prospectus are part of a registration statement that we filed with
the Securities and Exchange Commission using a "shelf" registration process. In
this prospectus supplement, we provide you with specific information about the
terms of this offering and certain other information. Both this prospectus
supplement and the accompanying prospectus include important information about
us, the selling shareholder, our Common Shares and other information you should
know before investing in our Common Shares. This prospectus supplement and the
accompanying prospectus also incorporate important business and financial
information about Platinum Underwriters Holdings, Ltd. and its subsidiaries that
is not included in or delivered with these documents. You should read both this
prospectus supplement and the accompanying prospectus as well as the additional
information described under the heading "Where You Can Find More Information" on
page S-19 of this prospectus supplement and page 44 of the accompanying
prospectus before investing in our Common Shares. This prospectus supplement
adds, updates and changes information contained in the accompanying prospectus
and the information incorporated by reference. To the extent that any statement
that we make or incorporate by reference in this prospectus supplement is
inconsistent with the statements made in the accompanying prospectus or the
information incorporated by reference, the statements made in the accompanying
prospectus are deemed modified or superseded by the statements made or
incorporated by reference in this prospectus supplement.

We own or have rights to trademarks or trade names that we use in
conjunction with the operation of our business. In addition, our name, logo and
web site name and address are our service marks or trademarks. Each trademark,
trade name or service mark of any other company appearing in this prospectus
supplement belongs to its holder.

PROSPECTUS SUPPLEMENT SUMMARY

This summary highlights information contained elsewhere in this
prospectus supplement. We urge you to read this entire prospectus supplement and
the accompanying prospectus carefully, including the "Risk Factors" section. In
this prospectus supplement and the accompanying prospectus, references to the
"Company," "Platinum," "we," "us" and "our" refer to Platinum Underwriters
Holdings, Ltd.'s consolidated operations unless the context otherwise indicates.
"Platinum Holdings" refers solely to Platinum Underwriters Holdings, Ltd.
"Platinum US" refers to Platinum Underwriters Reinsurance, Inc. "Platinum UK"
refers to Platinum Re (UK) Limited. "Platinum Bermuda" refers to Platinum
Underwriters Bermuda, Ltd. "Platinum Ireland" refers to Platinum Regency
Holdings. "Platinum Finance" refers to Platinum Underwriters Finance, Inc.
"Platinum Services" refers to Platinum Administrative Services, Inc. "Common
Shares" refers to the common shares of Platinum Holdings, par value $0.01 per
share. The "Public Offering" refers to our initial public offering of Common
Shares which was completed on November 1, 2002. The "ESU Offering" refers to our
offering of equity security units, consisting of a contract to purchase Common
Shares in 2005, and an ownership interest in a senior note of Platinum Finance
due 2007, which was completed concurrently with the Public Offering. "St. Paul"
refers to The St. Paul Travelers Companies, Inc. (formerly The St. Paul
Companies, Inc.), "St. Paul Re" refers to the reinsurance underwriting segment
of St. Paul prior to the Public Offering and "Fire and Marine" refers to St.
Paul Fire and Marine Insurance Company, a wholly-owned subsidiary of St. Paul
and the selling shareholder in this offering. "St. Paul Investment" refers to
our issuance to St. Paul of Common Shares and an option to purchase additional
Common Shares. "RenaissanceRe" refers to RenaissanceRe Holdings Ltd., and
"RenaissanceRe Investment" refers to our issuance to RenaissanceRe of Common
Shares and an option to purchase additional Common Shares. The St. Paul
Investment and the RenaissanceRe Investment each occurred concurrently with the
Public Offering.

S-1

PLATINUM UNDERWRITERS HOLDINGS, LTD.

GENERAL

Platinum Holdings is a Bermuda holding company organized in 2002. 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. We operate through three licensed
reinsurance subsidiaries: Platinum US, Platinum Bermuda and Platinum UK.

OUR STRATEGY

Our goal is to achieve attractive long-term returns for our shareholders,
while establishing Platinum as a conservative risk manager and market leader in
certain classes of property and casualty reinsurance.

- Operate as a Multi-Class Reinsurer. We seek to offer a broad range
of reinsurance coverage to our ceding companies. We believe that
this approach enables us to more effectively serve our clients,
diversify our risk and leverage our capital.

- Focus on profitability, not market share. Our management team
pursues a strategy that emphasizes profitability rather than market
share. Key elements of this strategy are prudent risk selection,
appropriate pricing and adjustment of our business mix to respond
to changing market conditions.

- Exercise disciplined underwriting and risk management. We exercise
risk management discipline by (i) maintaining a diverse spread of
risk in our book of business across product lines and geographic
zones, (ii) emphasizing excess-of-loss contracts over proportional
contracts, (iii) managing our aggregate catastrophe exposure
through the application of sophisticated property catastrophe
modeling tools and (iv) monitoring our accumulating exposures on
our non-property catastrophe exposed coverages.

- Leverage our global platform. We currently operate in all three of
the world's leading reinsurance markets, with offices in New York,
London and Bermuda.

- Operate from a position of financial strength. Our capital
position is unencumbered by any development of unpaid losses for
business written prior to January 1, 2002. As of March 31, 2004, we
had a total capitalization of $1,280,517,000. Our investment
strategy focuses on security and stability in our investment
portfolio by maintaining a diversified portfolio that consists
primarily of investment grade fixed-income securities. We believe
these factors, combined with our strict underwriting discipline,
allow us to maintain our strong financial position and to be
opportunistic when market conditions are most attractive.

Our corporate headquarters are located at The Belvedere Building, 69
Pitts Bay Road, Pembroke, Bermuda HM 08, and our telephone number is (441)
295-7195. Our web site address is www.platinumre.com. The information contained
or incorporated in our web site is not a part of this prospectus supplement or
the accompanying prospectus.

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S-2

THE OFFERING

Common shares offered by the
selling shareholder........... 6,000,000 shares

Common shares to be
outstanding immediately after
this offering............... 43,278,525 shares(1)

Use of proceeds............... We will not receive any proceeds from this
offering.

New York Stock Exchange
symbol........................ "PTP"

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(1) Excludes 12,964,225 Common Shares issuable upon exercise of outstanding
options, 5,008,850 Common Shares issuable upon exercise of the purchase
contracts forming a part of our equity security units and 85,949 Common
Shares issuable to directors and officers of Platinum Holdings in exchange
for share units under compensation arrangements.

Because of the voting limitation provisions in our Bye-laws, Fire and
Marine, the selling shareholder, has reduced voting rights with respect to the
Common Shares held by it, and thus the Common Shares held by all other
shareholders other than RenaissanceRe have increased voting rights. However,
upon consummation of this offering, the Common Shares being sold in this
offering will no longer be held by Fire and Marine, therefore such Common Shares
will once again have full voting rights, which will have the effect of diluting
the voting power of Common Shares owned by all other shareholders other than
RenaissanceRe, the voting power of whose shares is already limited by our
Bye-laws. See "Description of Our Share Capital" on page 3 of the accompanying
prospectus.

Unless otherwise indicated, all share information in this prospectus
supplement is based on the number of shares outstanding as of May 31, 2004.

RECENT DEVELOPMENTS

On June 24, 2004, we issued a press release announcing the appointment of
Joseph F. Fisher as Executive Vice President and Chief Financial Officer of
Platinum Holdings, effective July 6, 2004. Mr. Fisher, who is 49 years old, has
been Chief Financial Officer of the U.S. subsidiary of Royal & Sun Alliance
Insurance Group plc, a multinational insurance group, for the past nine years.
Mr. Fisher will succeed William A. Robbie, who will be retiring on November 30,
2004.

S-3

RISK FACTORS

An investment in the Common Shares of Platinum is subject to significant
risks inherent in our business. You should carefully consider the risks and
uncertainties described in our Annual Report on Form 10-K for the year ended
December 31, 2003, beginning on page 44 of that Form 10-K, which is incorporated
herein by reference, the additional risks and uncertainties relating to an
investment in our Common Shares described below and the other information
included in this prospectus supplement and the accompanying prospectus before
purchasing our Common Shares. If any of the events described occur, our business
and financial results could be adversely affected in a material way. This could
cause the trading price of our Common Shares to decline, perhaps significantly.

IT MAY BE DIFFICULT TO ENFORCE SERVICE OF PROCESS AND JUDGMENTS AGAINST US AND
OUR OFFICERS AND DIRECTORS.

We are a Bermuda company and certain of our officers and directors are
residents of various jurisdictions outside the U.S. A substantial portion of our
assets and our officers and directors, at any one time, are or may be located in
jurisdictions outside the U.S. Although we have appointed CT Corporation System
as an agent in New York, New York to receive service of process with respect to
actions against us arising out of violations of the U.S. federal securities laws
in any federal or state court in the U.S. relating to the transactions covered
by this prospectus supplement and the accompanying prospectus, it may be
difficult for investors to effect service of process within the U.S. on our
directors and officers who reside outside the U.S. or to enforce against us or
our directors and officers judgments of U.S. courts predicated upon civil
liability provisions of the U.S. federal securities laws.

THERE ARE LIMITATIONS ON THE OWNERSHIP, TRANSFER AND VOTING RIGHTS OF OUR COMMON
SHARES.

Under our Bye-laws, our directors are required to decline to register any
transfer of Common Shares that would result in a person (or any group of which
such person is a member) beneficially owning, directly or indirectly, 10% or
more of the voting shares, or in the case of St. Paul and its subsidiaries, or
RenaissanceRe and its subsidiaries, beneficially owning, directly or indirectly,
25% or more of such shares or of the total combined value of our issued shares.
Similar restrictions apply to our ability to issue or repurchase shares. These
restrictions on the transfer, issuance or repurchase of shares do not apply to
any issuance of shares to a person (other than St. Paul and its subsidiaries and
RenaissanceRe and its subsidiaries) pursuant to a contract to purchase Common
Shares from Platinum Holdings included in its outstanding equity security units.
The directors also may, in their discretion, decline to register the transfer of
any shares if they have reason to believe (1) that the transfer may lead to
adverse tax or regulatory consequences in any jurisdiction or (2) that the
transfer would violate the registration requirements of the U.S. federal
securities laws or of any other jurisdiction. These restrictions would apply to
a transfer of shares even if the transfer has been executed on the New York
Stock Exchange (the "NYSE"). A transferor of Common Shares will be deemed to own
those shares for dividend, voting and reporting purposes until a transfer of
those Common Shares has been registered on our register of shareholders. We are
authorized to request information from any holder or prospective acquiror of
Common Shares as necessary to give effect to the transfer, issuance and
repurchase restrictions referred to above, and may decline to effect any
transaction if complete and accurate information is not received as requested.

In addition, our Bye-laws generally provide that any person (or any group
of which such person is a member) beneficially owning, directly or indirectly,
shares carrying 10% or more of the total voting rights attached to all of our
outstanding voting shares, will have the voting rights attached to its issued
shares reduced so that it may not exercise 10% or more of such total voting
rights. Because of the attribution provisions of the U.S. Internal Revenue Code
of 1986, as amended (the "Code"), and the rules of the Securities and Exchange
Commission (the "SEC") regarding determination of beneficial ownership, this
requirement may have the effect of reducing the voting rights of a shareholder
whether or not such shareholder directly holds 10% or more of our Common Shares.
Further, the directors have the authority to require from any shareholder
certain information for the purpose of determining whether that

S-4

shareholder's voting rights are to be reduced. Failure to respond to such a
notice, or submitting incomplete or inaccurate information, gives the directors
(or their designees) discretion to disregard all votes attached to that
shareholder's Common Shares. See "Description of Our Share Capital -- Common
Shares" in the accompanying prospectus.

The insurance law of Maryland prevents any person from acquiring control
of us or of Platinum US unless that person has filed a notification with
specified information with the Maryland Insurance Commissioner and has obtained
his prior approval. Under the Maryland statute, acquiring 10% or more of the
voting stock of an insurance company or its parent company is presumptively
considered a change of control, although such presumption may be rebutted.
Accordingly, any person who acquires, directly or indirectly, 10% or more of the
voting securities of Platinum Holdings without the prior approval of the
Maryland Insurance Commissioner will be in violation of this law and may be
subject to injunctive action requiring the disposition or seizure of those
securities by the Maryland Insurance Commissioner or prohibiting the voting of
those securities and to other actions determined by the Maryland Insurance
Commissioner. In addition, many U.S. state insurance laws require prior
notification of state insurance departments of a change in control of a
non-domiciliary insurance company doing business in that state. While these
pre-notification statutes do not authorize the state insurance departments to
disapprove the change in control, they authorize regulatory action in the
affected state if particular conditions exist such as undue market
concentration. Any future transactions that would constitute a change in control
of Platinum Holdings may require prior notification in those states that have
adopted preacquisition notification laws.

Common Shares may be offered or sold in Bermuda only in compliance with
the provisions of the Investment Business Act 2003 of Bermuda. In addition,
sales of Common Shares to persons resident in Bermuda for Bermuda exchange
control purposes may require the prior approval of the Bermuda Monetary
Authority. Consent under the Exchange Control Act 1972 (and its related
regulations) has been obtained from the Bermuda Monetary Authority for the issue
and transfer of the Common Shares being offered pursuant to this offering and
between non-residents of Bermuda for exchange control purposes, provided our
Common Shares remain listed on an appointed stock exchange, which includes the
NYSE. This prospectus supplement and the accompanying prospectus will be filed
with the Registrar of Companies in Bermuda in accordance with Bermuda law. In
giving such consent, and in accepting this prospectus supplement and the
accompanying prospectus for filing, neither the Bermuda Monetary Authority nor
the Registrar of Companies accepts any responsibility for the financial
soundness of any proposal or for the correctness of any of the statements made
or opinions expressed herein or therein.

The Financial Services and Markets Act 2000 ("FSMA") regulates changes in
"control" of any U.K. insurance company authorized under FSMA. Any company or
individual that (together with its or his associates) directly or indirectly
holds 10% or more of the shares in the parent company of a U.K. authorized
insurance company, or is entitled to exercise or control the exercise of 10% or
more of the voting power in such a parent company, would be considered a
"controller" for the purposes of the relevant legislation, as would a person who
had significant influence over the management of such parent company by virtue
of his shareholding in it. A purchaser of more than 10% of the Common Shares
would therefore be considered to have acquired "control" of Platinum UK.

Under FSMA, any person proposing to acquire "control" over a U.K.
authorized insurance company must give prior notification to the Financial
Services Authority ("FSA") of his intention to do so. In addition, if an
existing controller proposes to increase its control in excess of certain
thresholds set out in FSMA, that person must also notify the FSA in advance. The
FSA would then have three months to consider that person's application to
acquire or increase "control". In considering whether to approve such
application, the FSA must be satisfied both that the person is a fit and proper
person to have such "control" and that the interests of consumers would not be
threatened by such acquisition of or increase in "control". Failure to make the
relevant prior application would constitute a criminal offense.

S-5

The foregoing provisions of our Bye-laws and legal restrictions will have
the effect of rendering more difficult or discouraging unsolicited takeover bids
from third parties or the removal of incumbent management.

YOUR INVESTMENT COULD BE MATERIALLY ADVERSELY AFFECTED IF WE ARE DEEMED TO BE
ENGAGED IN BUSINESS IN THE U.S.

Platinum Holdings and Platinum Bermuda are Bermuda companies, Platinum UK
is a U.K. company, and Platinum Ireland is an Irish company. We believe that
Platinum Holdings, Platinum UK, Platinum Bermuda and Platinum Ireland each
operate in such a manner that none of these companies will be subject to U.S.
tax (other than U.S. excise tax on reinsurance premiums and withholding tax on
certain investment income from U.S. sources) because they are not engaged in a
trade or business in the U.S. Nevertheless, because definitive identification of
activities which constitute being engaged in a trade or business in the U.S. is
not provided by the Code or regulations or court decisions, the U.S. Internal
Revenue Service (the "IRS") might contend that any of Platinum Holdings,
Platinum UK, Platinum Bermuda or Platinum Ireland are/is engaged in a trade or
business in the U.S. If Platinum Holdings, Platinum UK, Platinum Bermuda or
Platinum Ireland were determined to be engaged in a trade or business in the
U.S., and, in the case of Platinum UK, Platinum Bermuda or Platinum Ireland,
such company did not qualify for benefits of the income tax treaty between the
U.S. and the UK, Bermuda or Ireland, as applicable, Platinum Holdings, Platinum
UK, Platinum Bermuda and Platinum Ireland, as applicable, would be subject to
U.S. tax at regular corporate rates on the income that is determined to be
"effectively connected" with the U.S. trade or business, plus an additional 30%
"branch profits" tax on such income remaining after the regular tax in certain
circumstances. In the case of Platinum UK, Platinum Bermuda and Platinum
Ireland, moreover, even if such entity were to qualify for the benefits under
the applicable Treaty (Platinum Holdings not being eligible for treaty
benefits), such company would still be subject to U.S. tax at regular corporate
tax rates on the income that is determined to be "effectively connected" with a
U.S. trade or business if that income was also determined to be attributable to
a "permanent establishment" in the U.S. (and in the case of Platinum Bermuda,
with respect to investment income, arguably even if such income were not
determined to be attributable to a "permanent establishment"). However, the 30%
"branch profits tax" would only apply to Platinum Bermuda because the Treaty
between the U.S. and Ireland would reduce the branch profits tax to 5% with
respect to Platinum Ireland and the Treaty between the U.S. and the U.K. would
reduce the branch profits tax to nil in the case of Platinum UK. If any of the
earnings of Platinum Holdings, Platinum UK, Platinum Bermuda or Platinum Ireland
were determined to be subject to U.S. tax under the rules described above, our
earnings and your investment could be materially adversely affected.

IF YOU ACQUIRE 10% OR MORE OF THE COMMON SHARES, CFC RULES MAY APPLY TO YOU.

Under the Code, each "United States shareholder" of a foreign corporation
that is a "controlled foreign corporation" ("CFC") for an uninterrupted period
of 30 days or more during a taxable year, and who owns shares in the CFC on the
last day of the CFC's taxable year must include in its gross income for U.S.
federal income tax purposes its pro rata share of the CFC's "subpart F income",
even if the subpart F income is not distributed. For these purposes, any U.S.
person who owns, directly or indirectly through a foreign entity or through the
constructive ownership rules of the Code, 10% or more of the total combined
voting power of all classes of stock of a foreign corporation will be considered
to be a "United States shareholder." In general, a foreign insurance company
such as Platinum UK or Platinum Bermuda is treated as a CFC only if such "United
States shareholders" collectively own more than 25% of the total combined voting
power or total value of our stock. Pursuant to our Bye-laws, the combined voting
power of any holder's shares whether actually owned or constructively owned is
limited to approximately 9.9% of the combined voting power of all Common Shares.
We expect that, because of the limitations on concentration of voting power of
our Common Shares, the dispersion of our share ownership among holders other
than St. Paul and the restrictions on transfer, issuance or repurchase of the
Common Shares, you will not be subject to treatment as a "United States
shareholder" of a CFC. In addition, because
S-6

under our Bye-laws no single shareholder (including St. Paul) is permitted to
exercise, after taking into account Common Shares constructively owned or held
indirectly through a foreign entity, as much as 10% of the total combined voting
power of the Company, you should not be viewed as a "United States shareholder"
of a CFC for purposes of these rules. However, these prophylactic provisions
have not been tested in court and it is possible that they can be challenged by
the Internal Revenue Service and found to be ineffective in preventing CFC
status from arising. Accordingly, the CFC rules could apply to you. Accordingly,
U.S. persons who might, directly, or indirectly through a foreign entity or
through the constructive ownership rules of the Code, acquire or be deemed to
acquire 10% or more of our Common Shares should consider the possible
application of the CFC rules.

UNDER CERTAIN CIRCUMSTANCES, YOU MAY BE REQUIRED TO PAY TAXES ON YOUR PRO RATA
SHARE OF PLATINUM BERMUDA'S AND PLATINUM UK'S RELATED PERSON INSURANCE INCOME.

If Platinum UK's or Platinum Bermuda's related person insurance income
("RPII") were to equal or exceed 20% of Platinum UK's or Platinum Bermuda's
gross insurance income in any taxable year and direct or indirect insureds (and
persons related to such insureds) own (or are treated as owning directly or
indirectly) 20% or more of the voting power or value of the shares of Platinum
UK or Platinum Bermuda, a U.S. person who owns the Common Shares of Platinum
Holdings directly or indirectly on the last day of the taxable year would be
required to include in its income for U.S. federal income tax purposes the
shareholder's pro rata share of Platinum UK's or Platinum Bermuda's RPII for the
entire taxable year, determined as if such RPII were distributed proportionately
to such United States shareholders at that date regardless of whether such
income is distributed. In addition, U.S. tax-exempt organizations would be
required to treat RPII as unrelated business taxable income if Platinum UK's or
Platinum Bermuda's RPII equaled or exceeded 20% of Platinum UK's or Platinum
Bermuda's gross insurance income in any taxable year. The amount of RPII earned
by Platinum UK or Platinum Bermuda (generally, premium and related investment
income from the direct or indirect insurance or reinsurance of any direct or
indirect U.S. shareholder of Platinum UK or Platinum Bermuda or any person
related to such shareholder, including St. Paul) will depend on a number of
factors, including the geographic distribution of Platinum UK's or Platinum
Bermuda's business and the identity of persons directly or indirectly insured or
reinsured by Platinum UK or Platinum Bermuda. Some of the factors which
determine the extent of RPII in any period may be beyond Platinum UK's or
Platinum Bermuda's control. Consequently, Platinum UK's or Platinum Bermuda's
RPII could equal or exceed 20% of its gross insurance income in any taxable year
and ownership of its shares by direct or indirect insureds and related persons
could equal or exceed the 20% threshold described above.

The RPII rules provide that if a shareholder who is a U.S. person
disposes of shares in a foreign insurance corporation that has RPII (even if the
amount of RPII is less than 20% of the corporation's gross insurance income) and
in which U.S. persons own 25% or more of the shares, any gain from the
disposition will generally be treated as ordinary income to the extent of the
shareholder's share of the corporation's undistributed earnings and profits that
were accumulated during the period that the shareholder owned the shares
(whether or not such earnings and profits are attributable to RPII). In
addition, such a shareholder will be required to comply with certain reporting
requirements, regardless of the amount of shares owned by the shareholder. These
rules should not apply to dispositions of Common Shares because Platinum
Holdings will not itself be directly engaged in the insurance business and
because proposed U.S. Treasury regulations appear to apply only in the case of
shares of corporations that are directly engaged in the insurance business.
However, the IRS might interpret the proposed regulations in a different manner
and the applicable proposed regulations may be promulgated in final form in a
manner that would cause these rules to apply to dispositions of our Common
Shares.

S-7

CHANGES IN U.S. FEDERAL INCOME TAX LAW COULD MATERIALLY ADVERSELY AFFECT
SHAREHOLDERS' INVESTMENTS.

Under recently proposed U.S. legislation, interest deductions on debt
borrowed from or guaranteed by a related non-U.S. party would be more severely
limited than under existing so-called "earnings stripping" provisions.

The proposed changes to the earnings stripping provisions could impose
significant restrictions on the amount of interest deductible by the Company's
U.S. subsidiaries on certain debt owed to or guaranteed by related non-U.S.
parties (including the surplus note issued by Platinum US to Platinum Ireland
and the senior notes issued by Platinum Finance and guaranteed by the Company).
We cannot predict whether the proposed legislation (or any similar legislation)
will be enacted or, if enacted, what the specific provisions or the effective
date of any such legislation would be, or whether it would have any effect on
the Company or its subsidiaries.

WE MAY BECOME SUBJECT TO TAXES IN BERMUDA AFTER 2016.

We have received a standard assurance from the Bermuda Minister of
Finance, under Bermuda's Exempted Undertakings Tax Protection Act 1966, 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 us or to any of our operations or our shares,
debentures or other obligations until March 28, 2016. Consequently, if our
Bermuda tax exemption is not extended past March 28, 2016, we may be subject to
any Bermuda tax after that date. For more information on Bermuda taxation of
Platinum Holdings and Platinum Bermuda, see "Certain Tax Considerations" in the
accompanying prospectus.

BERMUDA COULD BE SUBJECT TO SANCTIONS BY A NUMBER OF MULTINATIONAL ORGANIZATIONS
WHICH COULD ADVERSELY AFFECT BERMUDA COMPANIES.

A number of multinational organizations, including the European Union,
the Organization for Economic Cooperation and Development ("OECD"), including
its Financial Action Task Force, and the Financial Stability Forum, have
identified certain countries as blocking information exchange, engaging in
harmful tax competition or not maintaining adequate controls to prevent
corruption, such as money laundering activities. Recommendations to limit such
harmful practices are under consideration by these organizations, and a report
published on November 27, 2001 by the OECD contains an extensive discussion of
specific recommendations. The OECD has threatened non-member jurisdictions that
do not agree to cooperate with the OECD with punitive sanctions by OECD member
countries. It is unclear what these sanctions will be and if they will be
imposed. Bermuda has committed to a course of action to enable compliance with
the requirements of these multinational organizations, including signing a
letter committing itself to eliminate harmful tax practices by the end of 2005
and to embrace international tax standards for transparency, exchange of
information and the elimination of any aspects of the regimes for financial and
other services that attract business with no substantial domestic activity.
However, the action taken by Bermuda may not be sufficient to preclude all
effects of the measures or sanctions described above, which if ultimately
adopted could adversely affect Bermuda companies such as Platinum Holdings and
Platinum Bermuda.

WE MAY EXPERIENCE SIGNIFICANT FLUCTUATIONS IN THE PRICE OF OUR COMMON SHARES.

As with any common stock investment, the price of our Common Shares may
fluctuate widely depending on many factors, including:

- the perceived prospects of our business in particular and the
insurance, asset management, securities and financial services
industries generally;

S-8

- differences between our actual financial and operating results and
those expected by investors and analysts;

- changes in analysts' recommendations or projections;

- changes in general economic, market and political conditions; and

- broad market and interest rate fluctuations.

U.S. PERSONS WHO OWN OUR COMMON SHARES MAY HAVE MORE DIFFICULTY IN PROTECTING
THEIR INTERESTS THAN U.S. PERSONS WHO ARE SHAREHOLDERS OF A U.S. CORPORATION.

The Bermuda Companies Act 1981, which applies to Platinum Holdings and
Platinum Bermuda, differs in certain material respects from laws generally
applicable to U.S. corporations and their shareholders, including with respect
to interested directors, business combination transactions with affiliates,
shareholder suits, and indemnification of directors and officers. Because of
these differences, U.S. persons who own Common Shares may have more difficulty
protecting their interests in Platinum Holdings than they would in a corporation
incorporated in a U.S. jurisdiction. For further information on Bermuda law, see
"Description of Our Share Capital" in the accompanying prospectus.

S-9

USE OF PROCEEDS

All of the Common Shares offered by this prospectus supplement are being
sold by the selling shareholder. We will not receive any proceeds from this
offering.

PRICE RANGE OF COMMON SHARES

Our Common Shares have been listed on the NYSE under the symbol "PTP"
since they were initially offered to the public on October 29, 2002. Prior to
that time, there had not been a market for our Common Shares. The following
table shows the high and low per share sale prices of our Common Shares, as
reported on the NYSE for the periods indicated:

HIGH LOW
------ ------

FISCAL YEAR -- 2002
Fourth Quarter (from October 29, 2002)...................... $26.79 $24.10

FISCAL YEAR -- 2003
First Quarter............................................... $26.45 $21.29
Second Quarter.............................................. $28.70 $24.00
Third Quarter............................................... $28.55 $25.66
Fourth Quarter.............................................. $32.05 $26.80

FISCAL YEAR -- 2004
First Quarter............................................... $34.20 $29.00
Second Quarter (through June 25, 2004)...................... $34.00 $30.05

On June 25, 2004, the last reported sale price of our Common Shares on
the NYSE was $30.20. As of May 31, 2004, there were 14 holders of record and
2,667 beneficial holders of our Common Shares.

DIVIDEND POLICY

The Board declared a dividend for the first quarter of 2004 of $0.08 per
Common Share which was paid on March 31, 2004 to shareholders of record at the
close of business on March 22, 2004. The Board declared a dividend for the
second quarter of 2004 of $0.08 per Common Share, which will be paid on June 30,
2004 to shareholders of record at the close of business on June 1, 2004. The
declaration and payment of dividends is at the discretion of the Board of
Directors but is prohibited if certain contract adjustment payments in respect
of the Company's equity security units are deferred, and depends upon our
results of operations and cash flows, the financial positions and capital
requirements of Platinum US, Platinum UK and Platinum Bermuda, general business
conditions, legal, tax and regulatory restrictions on the payment of dividends
and other factors the Board of Directors deems relevant. Accordingly, there is
no assurance that dividends will be declared or paid in the future. Currently,
there is no Bermuda withholding tax on dividends paid by Platinum Holdings.

Platinum US is subject to regulatory constraints imposed by Maryland
insurance law, Platinum UK is subject to regulatory constraints imposed by U.K.
insurance law, Platinum Ireland is subject to constraints imposed by Irish law,
and Platinum Bermuda is subject to constraints imposed by Bermuda law, which
constraints affect each of their ability to pay dividends to Platinum Holdings.
See "Business -- Regulation" in our Annual Report on Form 10-K for the year
ended December 31, 2003.

We have agreed to adjust the exercise price of the options granted to St.
Paul and RenaissanceRe as part of the St. Paul Investment and RenaissanceRe
Investment, respectively, to the extent dividend increases exceed 10% per year;
however, we do not expect that dividend increases, if any, will exceed such
rate.

S-10

CAPITALIZATION

The following table sets forth our cash and cash equivalents and our
capitalization as of March 31, 2004. This presentation should be read in
conjunction with our consolidated financial statements and related notes
included in our Quarterly Report on Form 10-Q for the quarter ended March 31,
2004 which is incorporated herein by reference.

AS OF
MARCH 31, 2004
(IN THOUSANDS) --------------

Cash and cash equivalents................................... $ 199,523
==========
Debt obligations(1)......................................... 137,500
----------
Total debt obligations................................. 137,500
----------
Common shares............................................... 433
Additional paid-in capital.................................. 915,819
Accumulated other comprehensive income...................... 37,918
Retained earnings........................................... 188,847
----------
Total shareholders' equity.................................. 1,143,017
----------
Total capitalization(2)..................................... $1,280,517
==========

------------

(1) Represents the Senior Notes forming a part of our equity security units.

(2) Total capitalization is comprised of shareholders' equity and total debt.

S-11

SELECTED HISTORICAL CONSOLIDATED FINANCIAL AND OTHER DATA

The following table sets forth certain selected financial data of the
Company as of and for the year ended December 31, 2003 and the period ended
December 31, 2002 and the three months ended March 31, 2004 and 2003 and of St.
Paul Re for the period from January 1, 2002 through November 1, 2002 and for the
years ended December 31, 2001, 2000 and 1999. The data for the Company as of and
for the year ended December 31, 2003 and the period ended December 31, 2002 were
derived from the Company's consolidated financial statements. The data for the
Company as of and for the three months ended March 31, 2004 and 2003 were
derived from the Company's unaudited consolidated financial statements. The data
for St. Paul Re for the period ended November 1, 2002 and for the year ended
December 31, 2001 were derived from the audited combined financial statements of
the reinsurance underwriting segment of St. Paul prior to the Public Offering
(the Predecessor Business). The data for the year ended December 31, 2000 were
derived from the selected historical combined financial statements of the
reinsurance underwriting segment of St. Paul and data for the year ended
December 31, 1999 were derived from the unaudited selected historical combined
financial statements of the reinsurance underwriting segment of St. Paul. You
should read the selected financial data in conjunction with the Company's
consolidated financial statements as of and for the year ended December 31, 2003
and the period ended December 31, 2002, and the related "Management's Discussion
and Analysis of Financial Condition and Results of Operations" in our Annual
Report on Form 10-K for the year ended December 31, 2003 which is incorporated
herein by reference as well as the Company's consolidated financial statements
as of and for the three months ended March 31, 2004 and the related
"Management's Discussion and Analysis of Financial Condition and Results of
Operations" in our Quarterly Report on Form 10-Q for the quarter ended March 31,
2004 which is incorporated herein by reference.

THE UNDERWRITING RESULTS AND THE AUDITED HISTORICAL COMBINED FINANCIAL
STATEMENTS OF THE REINSURANCE UNDERWRITING SEGMENT OF ST. PAUL PRIOR TO THE
PUBLIC OFFERING (THE PREDECESSOR BUSINESS) ARE NOT INDICATIVE OF THE ACTUAL
RESULTS OF THE COMPANY SUBSEQUENT TO THE PUBLIC OFFERING BECAUSE THE PREDECESSOR
OPERATIONS INCLUDE THE CONTINUING BUSINESS AND RELATED ASSETS TRANSFERRED TO THE
COMPANY UPON COMPLETION OF THE PUBLIC OFFERING AS WELL AS THE REINSURANCE
BUSINESS THAT REMAINED WITH ST. PAUL AFTER THE PUBLIC OFFERING.

IN ADDITION TO THE EFFECT OF THE RETENTION OF CERTAIN PORTIONS OF THE
PREDECESSOR BUSINESS BY ST. PAUL AND THE EXCLUSION OF THE CORPORATE AGGREGATE
EXCESS-OF-LOSS REINSURANCE PROGRAM OF ST. PAUL, OTHER FACTORS MAY CAUSE THE
ACTUAL RESULTS OF THE COMPANY TO DIFFER MATERIALLY FROM THE RESULTS OF THE
PREDECESSOR.

S-12

FIVE-YEAR SUMMARY OF SELECTED FINANCIAL DATA

PLATINUM UNDERWRITERS HOLDINGS,
LTD. REINSURANCE UNDERWRITING SEGMENT
-------------------------------- INFORMATION OF ST. PAUL (PREDECESSOR)
AS OF AND FOR THE ---------------------------------------
PERIOD FROM PERIOD FROM
THREE MONTHS NOVEMBER 1, JANUARY 1,
ENDED MARCH 31, YEAR ENDED 2002 THROUGH 2002 THROUGH
------------------- DECEMBER 31, DECEMBER 31, NOVEMBER 1,
2004 2003 2003 2002 2002 2001 2000 1999
-------- -------- ------------ ----------------- ------------- ------ ------ -----
($ IN MILLIONS, EXCEPT PER SHARE AMOUNTS)

STATEMENT OF INCOME DATA:
Net premiums written........... $ 480.1 $ 360.1 $1,172.1 $ 298.1 $1,007 1,677 1,073 $913
Net premiums earned............ 321.0 238.1 1,067.5 107.1 1,102 1,593 1,121 878
Net investment income.......... 157.6 5.2
Losses and loss adjustment
expenses..................... 162.0 138.8 584.2 60.4 791 1,922 811 500
Underwriting expenses.......... $ 88.9 $ 51.7 $ 320.7 $ 37.6 319 397 424 302
Underwriting gain (loss) $ (8) (726) (114) 76
Net income..................... $ 54.0 $ 30.6 $ 144.8 $ 6.4
Basic earnings per share....... 1.27 0.71 3.37 0.15
Diluted earnings per share..... 1.10 0.66 3.09 0.15
Dividends declared per share... $ 0.08 $ 0.08 $ 0.32 --
BALANCE SHEET DATA:
Total investments and cash..... $2,027.1 $1,493.7 $1,790.5 $1,346.7
Premiums receivable............ 644.0 320.9 487.4 5.6
Total assets................... 2,907.7 2,001.2 2,481.9 1,644.9
Net unpaid losses and loss
adjustment expenses.......... 830.5 416.9 731.9 281.7
Net unearned premiums.......... 459.2 299.9 191.0
Debt obligations............... 137.5 137.5 137.5 137.5
Shareholders' equity........... 1,143.0 956.0 1,067.2 921.2
Book value per share........... $ 26.42 $ 22.23 $ 24.79 $ 21.42

S-13

BUSINESS

GENERAL

Platinum UK and Platinum Bermuda were formed in 2002 and have no prior
operating history or loss reserves subject to development prior to January 1,
2002. Platinum US had been an inactive licensed insurance company with no
underwriting activity and no exposure to losses prior to January 1, 2002.
Platinum Ireland has no business operations other than activity necessary to
maintain its corporate existence and its ownership of Platinum Finance and
Platinum UK. Platinum Finance's activities have generally been limited to
raising funds for Platinum US through the issuance of the senior note component
of the ESU Offering. Platinum Services' activities are limited to providing
administrative services to the Company, including legal, finance, and human
resources services. The following chart summarizes our corporate structure:

[Flow Chart}

S-14

PLATINUM'S STRATEGY

- Leverage our global platform. We currently operate in all three of
the world's leading reinsurance markets with offices in New York,
London and Bermuda.

S-15

SELLING SHAREHOLDER

The following table sets forth information as of May 31, 2004 regarding
beneficial ownership of Common Shares by Fire and Marine, a wholly-owned
subsidiary of St. Paul, which is offering Common Shares pursuant to this
prospectus supplement.

BENEFICIAL OWNERSHIP OF BENEFICIAL OWNERSHIP OF
SELLING SHAREHOLDER PRIOR TO NUMBER OF SELLING SHAREHOLDER AFTER
THE OFFERING(1) COMMON THE OFFERING(1)
---------------------------- SHARES -------------------------
NAME AND ADDRESS OF BENEFICIAL OWNER NUMBER PERCENTAGE(3) OFFERED NUMBER PERCENTAGE(3)
------------------------------------ ----------- -------------- --------- --------- -------------

The St. Paul Travelers Companies, Inc.,... 12,000,000(2) 24.4% 6,000,000 6,000,000 12.2%
(formerly The St. Paul Companies, Inc.),
385 Washington Street
St. Paul, Minnesota 55102

------------

(1) Our Bye-laws contain provisions limiting the total voting power of
shareholders owning specified percentages of our Common Shares. See
"Description of Our Share Capital" on page 3 of the accompanying prospectus.

(2) The security holders are St. Paul and its wholly-owned subsidiaries Fire and
Marine and St. Paul Reinsurance Company Limited. Amounts include 6,000,000
Common Shares of which Fire and Marine is the record owner (of which all
6,000,000 Common Shares will be sold in this offering by Fire and Marine)
and a total of 6,000,000 Common Shares issuable to St. Paul and St. Paul
Reinsurance Company Limited upon exercise of options. See "Related Party
Transactions" on page 29 of the accompanying prospectus.

(3) Calculated on the basis of 43,278,525 Common Shares outstanding, plus
6,000,000 Common Shares issuable to St. Paul and St. Paul Reinsurance
Company Limited upon exercise of options which are deemed to be outstanding
for this purpose.

S-16

UNDERWRITING

Platinum Holdings, St. Paul, Fire and Marine and Merrill Lynch, Pierce,
Fenner & Smith Incorporated, as underwriter, have entered into an underwriting
agreement with respect to the Common Shares being offered. Subject to certain
conditions, the underwriter has agreed to purchase from Fire and Marine, and
Fire and Marine has agreed to sell to the underwriter, 6,000,000 Common Shares
at $29.555 per Common Share.

The underwriter is committed to take and pay for all of the Common Shares
being offered, if any are taken.

The distribution of the 6,000,000 Common Shares by the underwriter may be
effected from time to time to purchasers directly or through agents, or through
brokers in brokerage transactions on the New York Stock Exchange, or to dealers
in negotiated transactions or in a combination of such methods of sale, at a
fixed price or prices, which may be changed, or at market prices prevailing at
the time of sale, at prices related to such prevailing market prices or at
negotiated prices. In connection with the sale of any Common Shares hereby, the
underwriter may be deemed to have received compensation from the selling
shareholder equal to the difference between the amount received by the
underwriter upon the sale of such Common Shares and the price at which the
underwriter purchased such Common Shares from the selling shareholder. In
addition, if the underwriter sells Common Shares to or through certain dealers,
such dealers may receive compensation in the form of underwriting discounts,
concessions or commissions from the underwriter and/or any purchasers of Common
Shares for whom they may act as agent. The underwriter may also receive
compensation from the purchasers of Common Shares for whom it may act as agent.

Platinum Holdings, its executive officers and directors, St. Paul, Fire
and Marine and RenaissanceRe have agreed with the underwriter not to (and each
of St. Paul and Fire and Marine have agreed to cause its respective subsidiaries
not to) offer, sell, contract to sell or otherwise dispose of any of their
Common Shares or any securities of Platinum Holdings that are substantially
similar to the Common Shares, including but not limited to any securities that
are convertible into or exchangeable for, or represent the right to receive,
Common Shares or any such substantially similar securities during the period
from the date of this prospectus supplement continuing through the date 180 days
or, with respect to Platinum Holdings and its executive officers and directors
only, 90 days, after the date of this prospectus supplement, except with the
prior written consent of the underwriter. This agreement does not prohibit the
issuance by Platinum Holdings of any securities issued pursuant to any director
or employee stock option or benefit plans existing on, or upon the exercise,
conversion or exchange of convertible or exchangeable securities or options
outstanding as of, the date of this prospectus supplement or upon the exercise
of the purchase contracts forming a part of our equity security units,
outstanding as of the date of this prospectus supplement. In addition, this
agreement does not prohibit (i) any of St. Paul, Fire and Marine and their
respective direct or indirect subsidiaries from selling or otherwise disposing
of Common Shares or any such substantially similar securities to each other, or
(ii) Nuveen Investments, Inc., a Delaware corporation and a majority-owned
subsidiary of St. Paul ("Nuveen"), or any of Nuveen's direct or indirect
subsidiaries which are broker-dealers registered with the SEC under Section
15(b) of the Securities Exchange Act of 1934, as amended, or investment advisers
registered pursuant to Section 203 of the Investment Advisers Act of 1940, as
amended, whose activities in the ordinary course of business include the
purchase and sale of securities in the secondary market, from the ordinary
course sale or other disposition of the Common Shares or any such substantially
similar securities that they acquire on behalf of their investment advisory
clients in the secondary market.

Our Common Shares are listed on the New York Stock Exchange under the
symbol "PTP."

Until the distribution of the Common Shares is completed, the SEC rules
may limit the ability of the underwriter to bid for and purchase Common Shares.
As an exception to these rules, the underwriter is permitted to engage in
certain transactions that stabilize the price of the Common Shares. Such
transactions consist of bids or purchases for the purposes of pegging, fixing or
maintaining the price of the Common Shares.

S-17

If the underwriter creates a short position in the Common Shares in
connection with this offering, i.e., if the underwriter sells more Common Shares
than are set forth on the cover page of this prospectus supplement, the
underwriter may reduce that short position by purchasing Common Shares in the
open market.

Purchases of the Common Shares for the purpose of stabilization or to
reduce a short position could cause the price of the Common Shares to be higher
than it might be in the absence of these purchases.

Neither we nor the underwriter make any representation or prediction as
to the direction or magnitude of any effect that the transactions described
above may have on the price of the Common Shares. In addition, neither we nor
the underwriter make any representation that the underwriter will engage in
these transactions or that these transactions, once commenced, will not be
discontinued without notice.

The underwriter has represented, warranted and agreed that: (i) it has
not offered or sold and, prior to the expiry of a period of six months from the
closing date, will not offer or sell any Common Shares to persons in the United
Kingdom except to persons whose ordinary activities involve them in acquiring,
holding, managing or disposing of investments (as principal or agent) for the
purposes of their businesses or otherwise in circumstances which have not
resulted and will not result in an offer to the public in the United Kingdom
within the meaning of the Public Offers of Securities Regulations 1995; (ii) it
has only communicated or caused to be communicated and will only communicate or
cause to be communicated any invitation or inducement to engage in investment
activity (within the meaning of section 21 of the FSMA) received by it in
connection with the issue or sale of any Common Shares in circumstances in which
section 21(1) of the FSMA does not apply to the issuer; and (iii) it has
complied and will comply with all applicable provisions of the FSMA with respect
to anything done by it in relation to the Common Shares in, from or otherwise
involving the United Kingdom.

The underwriter may be facilitating Internet distribution for this
offering to certain of its Internet subscription customers. The underwriter may
allocate a limited number of shares for sale to its online brokerage customers.
If an electronic prospectus supplement and the accompanying prospectus are made
available on the Internet Web site maintained by the underwriter, other than the
prospectus supplement and the accompanying prospectus, the information on the
underwriter's Web site is not part of this prospectus supplement or the
accompanying prospectus.

We estimate that our share of the total expenses of the offering will be
approximately $390,000.

Platinum Holdings and St. Paul have agreed to indemnify the underwriter
against certain liabilities, including liabilities under the Securities Act of
1933.

The underwriter and its affiliates have, from time to time, performed,
and may in the future perform, various financial advisory and investment banking
services for Platinum Holdings and St. Paul, for which they received or will
receive customary fees and expenses.

S-18

LEGAL MATTERS

The validity of the Common Shares under Bermuda law will be passed upon
for the Company by Conyers, Dill & Pearman, Hamilton, Bermuda. Certain legal
matters in connection with the offering will be passed upon for the Company by
Dewey Ballantine LLP, New York, New York, and the underwriter is being advised
as to certain matters by Fried, Frank, Harris, Shriver & Jacobson LLP, New York,
New York, in each case in reliance on the opinions of Conyers, Dill & Pearman
with respect to Bermuda law.

EXPERTS

The consolidated balance sheets of Platinum Underwriters Holdings, Ltd.
as of December 31, 2003 and 2002 and the related consolidated statements of
income and comprehensive income, shareholders' equity and cash flows for the
year ended December 31, 2003 and the period from April 19, 2002 (date of
inception) to December 31, 2002, and all related financial statement schedules,
incorporated in this prospectus supplement and the accompanying prospectus by
reference to our Annual Report on Form 10-K for the year ended December 31, 2003
have been audited by KPMG LLP, independent auditors, as set forth in their
reports appearing therein. The consolidated financial statements and financial
statement schedules referred to above are included in reliance upon such reports
of KPMG LLP, given upon the authority of such firm as experts in accounting and
auditing.

The combined statements of underwriting results and identifiable
underwriting cash flows of The St. Paul Companies, Inc. Reinsurance Underwriting
Segment (Predecessor) for the period from January 1, 2002 through November 1,
2002 and the year ended December 31, 2001 incorporated in this prospectus
supplement and the accompanying prospectus by reference to our Annual Report on
Form 10-K for the year ended December 31, 2003 have been audited by KPMG LLP,
independent auditors, as set forth in their report appearing therein. The
combined statements referred to above are included in reliance upon such report
of KPMG LLP, given upon the authority of such firm as experts in accounting and
auditing. The audit report covering Predecessor's combined statements contains
an explanatory paragraph that states that the combined statements are not
intended to be a complete presentation of Predecessor's or St. Paul's financial
position, results of operations, or cash flows.

WHERE YOU CAN FIND MORE INFORMATION

We have filed with the SEC, a registration statement on Form S-3 under
the Securities Act of 1933 with respect to the Common Shares offered by this
prospectus. This prospectus supplement and the accompanying prospectus, filed as
part of the registration statement, does not contain all of the information set
forth in the registration statement and its exhibits and schedules, portions of
which have been omitted as permitted by the rules and regulations of the SEC.
For further information about us and the securities, we refer you to the
registration statement and to its exhibits and schedules. Statements in this
prospectus supplement and the accompanying prospectus about the contents of any
contract, agreement or other document are not necessarily complete and, in each
instance, we refer you to the copy of such contract, agreement or document filed
or incorporated by reference as an exhibit to the registration statement, with
each such statement being qualified in all respects by reference to the document
to which it refers. Anyone may inspect the registration statement and its
exhibits and schedules without charge at the public reference facilities the SEC
maintains at 450 Fifth Street, N.W., Washington, D.C. 20549. You may obtain
copies of all or any part of these materials from the SEC upon the payment of
certain fees prescribed by the SEC. You may obtain further information about the
operation of the SEC's Public Reference Room by calling the SEC at
1-800-SEC-0330. You may also inspect these reports and other information without
charge at a web site maintained by the SEC. The address of this site is
http://www.sec.gov.

We are subject to the informational requirements of the Securities
Exchange Act of 1934. Accordingly, we file annual, quarterly and current
reports, proxy statements and other information with the

S-19

SEC. You may inspect and copy these reports, proxy statements and other
information at the public reference facilities maintained by the SEC at the
address noted above. You also may obtain copies of this material from the Public
Reference Room of the SEC as described above, or inspect them without charge at
the SEC's web site or at our web site, the address of which is
http://www.platinumre.com. We also furnish our shareholders with annual reports
containing consolidated financial statements audited by an independent
accounting firm. Our web site is not incorporated into or otherwise a part of
this prospectus supplement or the accompanying prospectus.

S-20

PROSPECTUS

$750,000,000

[PLATINUM UNGERWRITERS HOLDINGS LTD LOGO]

COMMON SHARES, PREFERRED SHARES, DEPOSITARY SHARES,
DEBT SECURITIES, WARRANTS TO PURCHASE COMMON SHARES,
WARRANTS TO PURCHASE PREFERRED SHARES,
WARRANTS TO PURCHASE DEBT SECURITIES,
PURCHASE CONTRACTS AND PURCHASE UNITS

18,460,000 COMMON SHARES OF PLATINUM UNDERWRITERS HOLDINGS, LTD. OFFERED BY
SELLING SHAREHOLDERS

We may offer and sell from time to time:

- common shares;

- preferred shares;

- depositary shares representing common shares, preferred shares or debt
securities;

- senior or subordinated debt securities;

- warrants to purchase common shares, preferred shares or debt securities;
and

- purchase contracts and purchase units.

In addition, selling shareholders named in this prospectus may sell up to
18,460,000 of our common shares, which includes 8,500,000 common shares issuable
upon exercise of outstanding options. We will not receive any of the proceeds
from the sale of our common shares by selling shareholders.

We will provide the specific terms and initial public offering prices of
these securities in supplements to this prospectus. You should read this
prospectus and any supplement carefully before you invest.

INVESTING IN THESE SECURITIES INVOLVES CERTAIN RISKS. SEE "RISK FACTORS" ON
PAGE 1.

These securities may be sold to or through underwriters and also to other
purchasers or through agents. The names of any underwriters or agents and the
specific terms of a plan of distribution will be stated in an accompanying
prospectus supplement.

These securities may be sold in one or more offerings up to a total dollar
amount of $750,000,000.

Our common shares are traded on the New York Stock Exchange under the
symbol "PTP." Other than for our common shares, there is no market for the other
securities we may offer.

NONE OF THE SECURITIES AND EXCHANGE COMMISSION, ANY STATE SECURITIES
COMMISSION, THE REGISTRAR OF COMPANIES IN BERMUDA OR THE BERMUDA MONETARY
AUTHORITY HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR DETERMINED IF THIS
PROSPECTUS IS TRUTHFUL OR COMPLETE. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.

This prospectus may not be used to consummate sales of offered securities
unless accompanied by a prospectus supplement.

The date of this prospectus is June 28, 2004.

[THIS PAGE INTENTIONALLY LEFT BLANK]

TABLE OF CONTENTS

Important Information About This Prospectus................. i
Available Information....................................... ii
Platinum Underwriters Holdings, Ltd......................... 1
Risk Factors................................................ 1
General Description of the Offered Securities............... 1
Ratio of Earnings To Fixed Charges of Platinum Underwriters
Holdings, Ltd............................................. 2
Forward-Looking Statements.................................. 2
Use of Proceeds............................................. 3
Description of Our Share Capital............................ 3
Description of the Depositary Shares........................ 9
Description of the Debt Securities.......................... 11
Certain Provisions Applicable to Subordinated Debt
Securities................................................ 23
Description of the Warrants to Purchase Common Shares or
Preferred Shares.......................................... 24
Description of the Warrants to Purchase Debt Securities..... 26
Description of the Purchase Contracts and the Purchase
Units..................................................... 27
Selling Shareholders........................................ 28
Related Party Transactions.................................. 29
Certain Tax Considerations.................................. 32
Plan of Distribution........................................ 42
Where You Can Find More Information......................... 44
Incorporation of Certain Documents by Reference............. 44
Legal Matters............................................... 45
Experts..................................................... 45
Enforcement of Civil Liabilities under United States Federal
Securities Laws and Other Matters......................... 45

IMPORTANT INFORMATION ABOUT THIS PROSPECTUS

YOU SHOULD RELY ONLY ON THE INFORMATION CONTAINED IN THIS DOCUMENT OR TO
WHICH WE HAVE REFERRED YOU. WE HAVE NOT AUTHORIZED ANYONE TO PROVIDE YOU WITH
INFORMATION THAT IS DIFFERENT. THIS DOCUMENT MAY ONLY BE USED WHERE IT IS LEGAL
TO SELL THESE SECURITIES. THE INFORMATION IN THIS DOCUMENT MAY ONLY BE ACCURATE
ON THE DATE OF THIS DOCUMENT.

Consent under the Exchange Control Act 1972 (and its related regulations)
has been obtained from the Bermuda Monetary Authority for the issue and transfer
of our offered securities to and between non-residents of Bermuda for exchange
control purposes provided our common shares remain listed on an appointed stock
exchange, which includes the New York Stock Exchange. The issue and transfer of
in excess of 20% of our shares involving any persons regarded as resident in
Bermuda for exchange control purposes requires prior authorization from the
Bermuda Monetary Authority. This prospectus will be filed with the Registrar of
Companies in Bermuda in accordance with Bermuda law. In granting such consent
and in accepting this prospectus for filing, neither the Bermuda Monetary
Authority nor the Registrar of Companies in Bermuda accepts any responsibility
for our financial soundness or the correctness of any of the statements made or
opinions expressed in this prospectus.

References in this prospectus to "dollars" or "$" are to the lawful
currency of the United States of America, unless the context otherwise requires.

AVAILABLE INFORMATION

This prospectus is part of a registration statement that we have filed with
the Securities and Exchange Commission using a "shelf" registration process,
relating to the common shares, preferred shares, depositary shares, debt
securities, warrants, purchase contracts, purchase units, preferred securities
and preferred securities guarantees described in this prospectus. This means:

- we and, in the case of an offering of our common shares, any selling
shareholder may issue securities covered by this prospectus from time to
time, up to a total initial offering price of $750,000,000;

- we, or any selling shareholder, as the case may be, will provide a
prospectus supplement each time these securities are offered pursuant to
this prospectus; and

- the prospectus supplement will provide specific information about the
terms of that offering and also may add to, update or change information
contained in this prospectus.

This prospectus provides you with a general description of the securities
we or any selling shareholder may offer. This prospectus does not contain all of
the information set forth in the registration statement as permitted by the
rules and regulations of the Commission. For additional information regarding us
and the offered securities, please refer to the registration statement. Each
time we or any selling shareholder sell securities, we or any selling
shareholder will provide a prospectus supplement that will contain specific
information about the terms of that offering. The prospectus supplement may also
add, update or change information contained in this prospectus. You should read
both this prospectus and any prospectus supplement together with additional
information described under the heading "Where You Can Find More Information."
In this prospectus, references to the "Company," "Platinum," "we," "us" and
"our" refer to Platinum Underwriters Holdings, Ltd.'s consolidated operations
unless the context otherwise indicates. "Platinum Holdings" refers solely to
Platinum Underwriters Holdings, Ltd. "Platinum US" refers to Platinum
Underwriters Reinsurance, Inc. "Platinum UK" refers to Platinum Re (UK) Limited.
"Platinum Bermuda" refers to Platinum Underwriters Bermuda, Ltd. "Platinum
Ireland" refers to Platinum Regency Holdings. "Platinum Finance" refers to
Platinum Underwriters Finance, Inc.

PLATINUM UNDERWRITERS HOLDINGS, LTD.

Platinum Holdings is a leading provider of property, casualty, and finite
reinsurance coverages, through reinsurance intermediaries, to a diverse
clientele on a worldwide basis. Platinum operates through its principal
subsidiaries in Bermuda, the United States and the United Kingdom.

Our principal executive offices are located at The Belvedere Building, 69
Pitts Bay Road, Pembroke, Bermuda HM 08. Our telephone number is (441) 295-7195.

For further information regarding Platinum, including financial
information, you should refer to our recent filings with the Securities and
Exchange Commission.

RISK FACTORS

Investing in our securities involves risk. Please see the risk factors
described in our Annual Report on Form 10-K for our most recent fiscal year,
which are incorporated by reference in this prospectus. Before making an
investment decision, you should carefully consider these risks as well as other
information we include or incorporate by reference in this prospectus. The risks
and uncertainties we have described are not the only ones facing our company.
Additional risks and uncertainties not presently known to us or that we
currently deem immaterial may also affect our business operations. Additional
risk factors may be included in a prospectus supplement relating to a particular
series or offering of securities.

GENERAL DESCRIPTION OF THE OFFERED SECURITIES

We may from time to time offer under this prospectus, separately or
together:

- common shares, which we would expect to list on the New York Stock
Exchange;

- preferred shares, the terms and series of which would be described in the
related prospectus supplement;

- depositary shares, each representing a fraction of a common share or a
particular series of preferred shares, which will be deposited under a
deposit agreement among us, a depositary selected by us and the holders
of the depository receipts;

- senior debt securities;

- subordinated debt securities, which will be subordinated in right of
payment to our senior indebtedness;

- warrants to purchase common shares and warrants to purchase preferred
shares, which will be evidenced by share warrant certificates and may be
issued under the share warrant agreement independently or together with
any other securities offered by any prospectus supplement and may be
attached to or separate from such other offered securities;

- warrants to purchase debt securities, which will be evidenced by debt
warrant certificates and may be issued under the debt warrant agreement
independently or together with any other securities offered by any
prospectus supplement and may be attached to or separate from such other
offered securities;

- purchase contracts obligating holders to purchase from us a specified
number of common shares or preferred shares at a future date or dates;
and

- purchase units, consisting of a purchase contract and, as security for
the holder's obligation to purchase common shares or preferred shares
under the purchase contract, any of (1) our debt securities, (2) debt
obligations of third parties, including U.S. Treasury securities or (3)
our preferred shares.

The selling shareholders may offer up to 18,460,000 of our common shares,
which includes 8,500,000 common shares issuable upon exercise of outstanding
options.

The aggregate initial offering price of these offered securities will not
exceed $750,000,000.

RATIO OF EARNINGS TO FIXED CHARGES
OF PLATINUM UNDERWRITERS HOLDINGS, LTD.

The following table sets forth our earnings to fixed charges for the
periods ended December 31, 2003 and 2002:

PERIOD ENDED
DECEMBER 31,
--------------
2003 2002(1)
---- -------

Ratio of Earnings to Fixed Charges.......................... 21.4 8.7

For purposes of computing these ratios, earnings consist of net income.
Fixed charges consist of interest expense and amortization of capitalized debt
expenses.
---------------

(1) In 2002, we only had two months of operations following our initial public
offering on November 1, 2002.

FORWARD-LOOKING STATEMENTS

This prospectus and the documents incorporated by reference into this
prospectus contain forward-looking statements within the meaning of Section 27A
of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of
1934 (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, with
respect to future business decisions, 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. This prospectus and
the documents incorporated by reference into this prospectus also contain
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 prospectus 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 the forward-looking statements, including the
following:

(1) our ability to successfully execute our business strategy;

(2) conducting operations in a competitive environment;

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

(4) significant weather-related or other natural or man-made disasters
over which the Company has no control;

(5) the effectiveness of our loss limitation methods;

(6) the adequacy of the Company's liability for unpaid losses and loss
adjustment expenses ("LAE");

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

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

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

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

(11) market volatility and interest rate and currency exchange rate
fluctuation;

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

(13) changes in the Company's plans, strategies, objectives,
expectations or intentions which may happen at any time at the Company's
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 the Company. The foregoing factors, 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.

USE OF PROCEEDS

Unless indicated otherwise in a prospectus supplement, we expect to use the
net proceeds from the sale of the securities for general corporate purposes,
including working capital, capital expenditures, share repurchase programs and
acquisitions.

We will not receive any proceeds from the sale of our common shares by any
Selling Shareholder in such an offering.

DESCRIPTION OF OUR SHARE CAPITAL

The following description of the share capital of Platinum Holdings
summarizes certain provisions of Platinum Holdings' Bye-laws, and is qualified
in its entirety by reference to such Bye-laws. A copy of Platinum Holdings'
Bye-laws is filed as an exhibit to the registration statement of which this
prospectus is a part.

GENERAL

As of March 12, 2004, Platinum Holdings' authorized share capital consisted
of: (i) 200,000,000 common shares, par value $0.01 per share, of which
43,265,525 common shares were outstanding and (ii) 25,000,000 preferred shares,
par value $0.01 per share, none of which were outstanding. As of March 1, 2004
there were approximately 16 holders of record of our common shares, including
The St. Paul Travelers Companies, Inc., (formerly The St. Paul Companies, Inc.)
("St. Paul"), which held 6,000,000 common shares (the voting power of which is
limited to 9.9% as described below) and an option to acquire 6,000,000 common
shares, and RenaissanceRe Holdings Ltd. ("RenaissanceRe"), which held 3,960,000
common shares (the voting power of which is limited to 9.9% as described below)
and an option to acquire 2,500,000 common shares.

COMMON SHARES

Holders of common shares have no pre-emptive, redemption, conversion or
sinking fund rights, provided, however, that pursuant to a Formation and
Separation Agreement dated as of October 28, 2002 between the Company and St.
Paul (the "Formation Agreement") and a Transfer Restrictions, Registration
Rights and Standstill Agreement between the Company and RenaissanceRe dated as
of November 1, 2002, Platinum Holdings has granted St. Paul and RenaissanceRe
respectively, the pre-emptive rights specified therein. See "Related Party
Transactions." Subject to the limitation on voting rights described below,
holders of common shares are entitled to one vote per share on all matters
submitted to a vote of holders of common shares. Most matters to be approved by
holders of common shares require approval by a simple majority vote. The holders
of at least 75% of the common shares voting in person or by proxy at a meeting
must approve an amalgamation

with another company. In addition, a resolution to remove our independent
auditors before the expiration of their term of office must be approved by at
least two-thirds of the votes cast at a meeting of the shareholders of the
Company. The quorum for any meeting of our shareholders is two or more persons
holding or representing more than 50% of the outstanding common shares on an
unadjusted basis. Our Board of Directors has the power to approve our
discontinuation from Bermuda to another jurisdiction. The rights attached to any
class of shares, common or preferred, may be varied with the consent in writing
of the holders of at least three-fourths of the issued shares of that class or
by a resolution passed by a majority of the votes cast at a separate general
meeting of the holders of the shares of the class in accordance with the Bermuda
Companies Act 1981 (the "Companies Act").

In the event of a liquidation, winding-up or dissolution of Platinum
Holdings, whether voluntary or involuntary or for the purpose of a
reorganization or otherwise or upon any distribution of capital, the holders of
common shares are entitled to share equally and ratably in the assets of
Platinum Holdings, if any, remaining after the payment of all of its debts and
liabilities and the liquidation preference of any outstanding preferred shares.
All outstanding common shares are fully paid and nonassessable. Authorized but
unissued shares may, subject to any rights attaching to any existing class or
classes of shares, be issued at any time and at the discretion of the Board of
Directors without the approval of the shareholders of the Company with such
rights, preferences and limitations as the Board may determine.

LIMITATION ON VOTING RIGHTS

Each common share has one vote on a poll of the shareholders, except that,
if and for as long as the number of issued Controlled Shares (as defined below)
of any person would constitute 10% or more of the combined voting power of the
issued common shares of Platinum Holdings (after giving effect to any prior
reduction in voting power as described below), each issued Controlled Share,
regardless of the identity of the registered holder thereof, will confer a
fraction of a vote as determined by the following formula:

(T - C)/(9.1 X C)

Where: (1) "T" is the aggregate number of votes conferred by all the issued
common shares immediately prior to that application of the formula
with respect to such issued Controlled Shares adjusted to take into
account any prior reduction taken with respect to any issued
Controlled Shares pursuant to the "sequencing provision" described
below; and

(2) "C" is the number of issued Controlled Shares attributable to that
person. "Controlled Shares" of any person refers to all common
shares owned by that person, whether (i) directly, (ii) with respect
to persons who are U.S. persons, by application of the attribution
and constructive ownership rules of Sections 958(a) and 958(b) of
the U.S. Internal Revenue Code of 1986, as amended (the "Code"), or
(iii) beneficially, directly or indirectly, within the meaning of
Section 13(d)(3) of the Securities Exchange Act of 1934 (the
"Exchange Act"), and the rules and regulations thereunder.

The formula will be applied successively as many times as may be necessary
to ensure that no person will be a 10% Shareholder (as defined below) at any
time (the "sequencing provision"). For the purposes of determining the votes
exercisable by shareholders as of any date, the formula first will be applied to
the common shares of each shareholder in declining order based on the respective
numbers of total Controlled Shares attributable to each shareholder. Thus, the
formula will be applied first to the votes of common shares held by the
shareholder to whom the largest number of total Controlled Shares is
attributable and thereafter sequentially with respect to the shareholder with
the next largest number of total Controlled Shares. The formula will be applied
iteratively thereafter to ensure that no person will be a 10% Shareholder. In
each case, calculations are made on the basis of the aggregate number of votes
conferred by the issued common shares as of such date, as reduced by the
application of the formula to any issued common shares of any shareholder with a
larger number of total Controlled Shares as of such date. A "10% Shareholder"
means a person who owns, in the aggregate, (i) directly, (ii) with respect to
persons who are U.S. 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 Exchange
Act, issued common shares of the Company carrying 10% or more of the total
combined voting rights attaching to all issued common shares.

Because of the voting limitation described in the preceding paragraph, the
common shares owned by St. Paul and RenaissanceRe have reduced voting rights.
Should St. Paul or RenaissanceRe dispose of some or all of the common shares it
owns, the reduced voting rights with respect to the common shares disposed of by
St. Paul or RenaissanceRe will be eliminated (except if the disposition is to
any other person who holds, or who as a result of such transaction would hold,
10% or more of our total voting rights), and those common shares thereafter will
be entitled to full voting rights, subject to future dilution to avoid creating
a 10% Shareholder. Therefore, the voting power of the common shares held by all
of our shareholders other than St. Paul or RenaissanceRe will be diluted upon
any such disposition by St. Paul or RenaissanceRe.

Our directors are empowered to require any shareholder to provide
information as to that shareholder's beneficial ownership of common shares, the
names of persons having beneficial ownership of the shareholder's common shares,
relationships, associations or affiliations with other shareholders or any other
facts the directors may deem relevant to a determination of the number of
Controlled Shares attributable to any person. Our directors may disregard the
votes attached to the common shares of any holder failing to respond to such a
request or submitting incomplete or untrue information.

Our directors retain certain discretion to make such final adjustments to
the aggregate number of votes attaching to the common shares of any shareholder
that they consider fair and reasonable in all the circumstances to ensure that
no person will be a 10% Shareholder at any time.

RESTRICTIONS ON TRANSFER

Our Bye-laws contain several provisions restricting the transferability of
common shares. The directors are required to decline to register a transfer of
common shares if they have reason to believe that the result of such transfer
would be (i) that any person other than a St. Paul Person or a RenaissanceRe
Person (as defined below) would become or continue to be a 10% Shareholder or
(ii) that a St. Paul Person or a RenaissanceRe Person would become or continue
to be a United States 25% Shareholder (as defined below), in each case without
giving effect to the limitation on voting rights described above. Similar
restrictions apply to Platinum Holdings' ability to issue or repurchase common
shares. "St. Paul Person" means any of St. Paul and its affiliates and a
"RenaissanceRe Person" means any of RenaissanceRe and its affiliates. A "United
States 25% Shareholder" means a U.S. person who owns, directly or by application
of the constructive ownership rules of Sections 958(a) and 958(b) of the Code,
25% or more of either (i) the total combined voting rights attaching to the
issued common shares and the issued shares of any other class of Platinum
Holdings or (ii) the total combined value of the issued common shares and any
other issued shares of Platinum Holdings, determined pursuant to Section 957 of
the Code. Only for the purposes of these provisions of our Bye-laws, it is
assumed that all RenaissanceRe Persons are U.S. Persons. These restrictions on
the transfer, issuance or repurchase of shares do not apply to any issuance of
common shares pursuant to a contract to purchase common shares from Platinum
Holdings included in the 7.00% equity security units issued by Platinum
Holdings, though the limitations on voting rights, discussed above, do apply to
such common shares.

Our directors also may, in their absolute discretion, decline to register
the transfer of any common shares if they have reason to believe (i) that the
transfer may expose us, any of our subsidiaries, any shareholder or any person
ceding insurance to any of our subsidiaries to adverse tax or regulatory
treatment in any jurisdiction or (ii) that registration of the transfer under
the Securities Act of 1933, as amended ("Securities Act") or under any U.S.
state securities laws or under the laws of any other jurisdiction is required
and such registration has not been duly effected. In addition, our directors may
decline to approve or register a transfer of common shares unless all applicable
consents, authorizations, permissions or approvals of any governmental body or
agency in Bermuda, the United States or any other applicable jurisdiction
required to be obtained prior to such transfer shall have been obtained.

We are authorized to request information from any holder or prospective
acquiror of common shares as necessary to give effect to the transfer, issuance
and repurchase restrictions described above, and may decline to effect any
transaction if complete and accurate information is not received as requested.
5

Conyers, Dill & Pearman, our Bermuda counsel, has advised us that while the
precise form of the restrictions on transfer contained in our Bye-laws is
untested, as a matter of general principle, restrictions on transfers are
enforceable under Bermuda law and are not uncommon. A proposed transferee will
be permitted to dispose of any common shares purchased that violate the
restrictions and as to the transfer of which registration is refused. The
proposed transferor of those common shares will be deemed to own those common
shares for dividend, voting and reporting purposes until a transfer of such
common shares has been registered on the register of shareholders of Platinum
Holdings.

If the directors refuse to register a transfer for any reason, they must
notify the proposed transferor and transferee within thirty days of such
refusal. Our Bye-laws also provide that our Board of Directors may suspend the
registration of transfers for any reason and for such periods as it may
determine, provided that it may not suspend the registration of transfers for
more than 45 days in any period of 365 consecutive days.

Our directors may designate our Chief Executive Officer to exercise their
authority to decline to register transfers or to limit voting rights as
described above, or to take any other action, for as long as the Chief Executive
Officer is also a director.

The voting restrictions and restrictions on transfer described above may
have the effect of delaying, deferring or preventing a change in control of
Platinum Holdings.

PREFERRED SHARES

Pursuant to our Bye-laws and Bermuda law, our Board of Directors by
resolution may establish one or more series of preferred shares having a number
of shares, designations, relative voting rights, dividend rates, liquidation and
other rights, preferences, limitations and powers as may be fixed by the Board
of Directors without any further shareholder approval which, if any preferred
shares are issued, will include restrictions on voting and transfer intended to
avoid having us become a "controlled foreign corporation" for U.S. federal
income tax purposes. If our Board of Directors issues preferred shares
conferring any voting rights, it will amend our Bye-laws to apply the
limitations on the voting rights discussed above under "-- Limitation on Voting
Rights" to those preferred shares. Any rights, preferences, powers and
limitations as may be established could also have the effect of discouraging an
attempt to obtain control of the Company. The issuance of preferred shares could
also adversely affect the voting power of the holders of our common shares, deny
such holders the receipt of a premium on their common shares in the event of a
tender or other offer for the common shares and depress the market price of the
common shares.

BYE-LAWS

Our Bye-laws provide for our corporate governance, including the
establishment of share rights, modification of those rights, issuance of share
certificates, imposition of a lien over shares in respect of unpaid amounts on
those shares, calls on shares which are not fully paid, forfeiture of shares,
the transfer of shares, alterations of capital, the calling and conduct of
general meetings of shareholders, proxies, the appointment and removal of
directors, conduct and power of directors, the payment of dividends, the
appointment of an auditor and our winding-up.

Our Bye-laws provide that our Board of Directors shall be elected annually
and shall not be staggered. Shareholders may only remove a director for cause
prior to the expiration of that director's term at a special meeting of
shareholders at which a majority of the holders of shares voting thereon vote in
favor of that action.

Our Bye-laws also provide that if our Board of Directors in its absolute
discretion determines that share ownership by any shareholder may result in
adverse tax, regulatory or legal consequences to us, any of our subsidiaries or
any other shareholder, then we will have the option, but not the obligation, to
repurchase all or part of the shares held by such shareholder to the extent the
Board of Directors determines it is necessary to avoid such adverse or potential
adverse consequences. The price to be paid for such shares will be the fair
market value of such shares.

Our Bye-laws provide that when any matter is required to be submitted to a
vote of the shareholders of any direct or indirect non-U.S. subsidiary of the
Company, the Company is required to submit a proposal
6

relating to such matter to the shareholders of the Company, and the Company
shall then vote or cause to be voted all the shares of such subsidiary owned by
the Company in accordance with or proportional to the vote of its shareholders.

Our shareholders will consider and vote upon a proposal to remove this
provision from our Bye-laws at our annual general meeting of shareholders to be
held on May 6, 2004.

TRANSFER AGENT

Our registrar and transfer agent for the common shares is Mellon Investor
Services LLC.

DIFFERENCES IN CORPORATE LAW

The Companies Act differs in certain material respects from laws generally
applicable to U.S. corporations and their shareholders. Set forth below is a
summary of certain significant provisions of the Companies Act (including
modifications adopted pursuant to our Bye-laws) applicable to us, which differ
in certain respects from provisions of Delaware corporate law, which is the law
that governs many U.S. public companies. The following statements are summaries,
and do not purport to deal with all aspects of Bermuda law that may be relevant
to us and our shareholders.

Interested Directors. Our Bye-laws provide that transactions we enter into
in which a director has an interest are not voidable by us, nor can the
interested director be liable to us for any profit realized pursuant to such
transactions, provided the nature of the interest is disclosed at the first
opportunity at a meeting of directors, or in writing to the directors. Under
Delaware law, such a transaction would not be voidable if (i) the material facts
as to the interested director's relationship or interests are disclosed or are
known to the board of directors and the board in good faith authorized the
transaction by the affirmative vote of a majority of the disinterested
directors, even though the disinterested directors constitute less than a
quorum, (ii) the material facts as to the director's relationship or interest
and as to the transaction are disclosed or are known to the shareholders
entitled to vote on the transaction and the transaction is specifically approved
in good faith by vote of the shareholders or (iii) the transaction is fair to
the corporation as of the time it is authorized, approved or ratified by the
board of directors, a committee of the board of directors or the shareholders.
Under Delaware law, the interested director could be held liable for a
transaction in which that director derived an improper personal benefit.

Mergers and Similar Arrangements. We may acquire the business of another
Bermuda company or a company incorporated outside Bermuda and carry on such
business when it is within the objects of our memorandum of association. In the
case of an amalgamation, we may amalgamate with another Bermuda company or with
an entity incorporated outside Bermuda. A shareholder who did not vote in favor
of the amalgamation may apply to a Bermuda court for a proper valuation of his
or her shares if he or she is not satisfied that fair value has been offered for
those shares. The court ordinarily would not disapprove the transaction on that
ground absent evidence of fraud or bad faith. Under Delaware law, with certain
exceptions, a merger, consolidation or sale of all or substantially all the
assets of a corporation must be approved by the board of directors and the
holders of a majority of the outstanding shares entitled to vote thereon. Under
Delaware law, a stockholder of a corporation participating in certain major
corporate transactions may, under certain circumstances, be entitled to
appraisal rights pursuant to which the stockholder may receive cash in the
amount of the fair value of the shares held by that stockholder (as determined
by a court) in lieu of the consideration that stockholder would otherwise
receive in the transaction. Delaware law does not provide stockholders of a
corporation with voting or appraisal rights when the corporation acquires
another business through the issuance of its stock or other consideration (i) in
exchange for the assets of the business to be acquired, (ii) in exchange for the
outstanding stock of the corporation to be acquired; (iii) in a merger of the
corporation to be acquired with a subsidiary of the acquiring corporation or
(iv) in a merger in which the corporation's certificate of incorporation is not
amended and the corporation issues less than 20% of its common stock outstanding
prior to the merger.

Takeovers. Bermuda law provides that where an offer is made for shares of
another company and, within four months of the offer, the holders of not less
than 90% of the shares which are the subject of the offer
7

(other than shares held by or for the offeror or its subsidiaries) accept, the
offeror may by notice require the nontendering shareholders to transfer their
shares on the terms of the offer. Dissenting shareholders may apply to the court
within one month of the notice objecting to the transfer. The burden is on the
dissenting shareholders to show that the court should exercise its discretion to
enjoin the required transfer, which the court will be unlikely to do unless the
offer is obviously and convincingly unfair. Delaware law provides that a parent
corporation, by resolution of its board of directors and without any shareholder
vote, may merge with any subsidiary of which it owns at least 90% of the
outstanding shares of each class of stock that is entitled to vote on the
transaction. Upon any such merger, dissenting stockholders of the subsidiary
would have appraisal rights.

Shareholder's Suit. The rights of shareholders under Bermuda law are not
as extensive as the rights of shareholders under legislation or judicial
precedent in many U.S. jurisdictions. Class actions and derivative actions are
generally not available to shareholders under the laws of Bermuda. However, the
Bermuda courts ordinarily would be expected to follow English case law
precedent, which would permit a shareholder to commence an action in our name to
remedy a wrong done to us where the act complained of is alleged to be beyond
our corporate power or is illegal or would result in the violation of our
memorandum of association or Bye-laws. Furthermore, consideration would be given
by the court to acts that are alleged to constitute a fraud against the minority
shareholders or where an act requires the approval of a greater percentage of
shareholders than actually approved it. The winning party in such an action
generally would be able to recover a portion of attorneys' fees incurred in
connection with such action. Class actions and derivative actions generally are
available to stockholders under Delaware law for, among other things, breach of
fiduciary duty, corporate waste and actions not taken in accordance with
applicable law. In such actions, the court has discretion to permit the winning
party to recover attorneys' fees incurred in connection with such action.

Indemnification of Directors. Our Bye-laws indemnify our directors and
officers in their capacity as such in respect of any loss arising or liability
attaching to them by virtue of any rule of law in respect of any negligence,
default, breach of duty or breach of trust of which a director or officer may be
guilty in relation to us other than in respect of his own fraud or dishonesty,
which is the maximum extent of indemnification permitted under the Companies
Act. Under Delaware law, a corporation may indemnify a director or officer of
the corporation against expenses (including attorneys' fees), judgments, fines
and amounts paid in settlement actually and reasonably incurred in defense of an
action, suit or proceeding by reason of such position if (i) the director or
officer acted in good faith and in a manner he reasonably believed to be in or
not opposed to the best interests of the corporation and (ii) with respect to
any criminal action or proceeding, if the director or officer had no reasonable
cause to believe his conduct was unlawful.

Inspection of Corporate Records. Members of the general public have the
right to inspect our public documents available at the office of the Registrar
of Companies in Bermuda, which will include our memorandum of association
(including our objects and powers) and alterations to our memorandum of
association, including any increase or reduction of our authorized capital. Our
shareholders have the additional right to inspect our Bye-laws, minutes of
general meetings and our audited financial statements, which must be presented
to the annual general meeting of shareholders. Our register of shareholders is
also open to inspection by shareholders without charge, and to members of the
public for a fee. We are required to maintain a share register in Bermuda but
may establish a branch register outside Bermuda. We are required to keep at our
registered office a register of our directors and officers which is open for
inspection by members of the public without charge. Bermuda law does not,
however, provide a general right for shareholders to inspect or obtain copies of
any other corporate records. Delaware law permits any stockholder to inspect or
obtain copies of a corporation's stockholder list and its other books and
records for any purpose reasonably related to such person's interest as a
stockholder.

Enforcement of Judgments and Other Matters. We have been advised by
Conyers, Dill & Pearman, our Bermuda counsel, that there is doubt as to whether
the courts of Bermuda would enforce (1) judgments of United States courts
obtained in actions against us or our directors and officers, as well as the
experts named in this prospectus who reside outside the United States predicated
upon the civil liability provisions of the United States federal securities laws
and (2) original actions brought in Bermuda against us or our directors and
officers, as well as the experts named in this prospectus who reside outside the
United States predicated solely
8

upon United States federal securities laws. There is no treaty in effect between
the United States and Bermuda providing for such enforcement, and there are
grounds upon which Bermuda courts may not enforce judgments of United States
courts. Certain remedies available under the laws of U.S. jurisdictions,
including certain remedies available under the U.S. federal securities laws,
would not be allowed in Bermuda courts as contrary to Bermuda's public policy.

DESCRIPTION OF THE DEPOSITARY SHARES

GENERAL

We may, at our option, elect to offer depositary shares, each representing
a fraction (to be set forth in the prospectus supplement relating to our common
shares or a particular series of preferred shares) of a common share or a
fraction of a share of a particular class or series of preferred shares as
described below. In the event we elect to do so, depositary receipts evidencing
depositary shares will be issued to the public.

The common shares or the shares of the class or series of preferred shares
represented by depositary shares will be deposited under a deposit agreement
among us, a depositary selected by us and the holders of the depositary
receipts. The depositary will be a bank or trust company having its principal
office in the United States and having a combined capital and surplus of at
least $50,000,000. Subject to the terms of the deposit agreement, each owner of
a depositary share will be entitled, in proportion to the applicable fraction of
a common share or preference share represented by such depositary share, to all
the rights and preferences of the common shares or preferred shares represented
thereby (including dividend, voting, redemption and liquidation rights). The
depositary shares will be evidenced by depositary receipts issued pursuant to
the deposit agreement. Depositary receipts will be distributed to those persons
purchasing the fractional common shares or fractional shares of the applicable
class or series of preferred shares in accordance with the terms of the offering
described in the related prospectus supplement. Forms of the deposit agreement
and depositary receipt have been filed as exhibits to the registration statement
of which this prospectus forms a part.

Pending the preparation of definitive depositary receipts, the depositary
may, upon our written order, issue temporary depositary receipts substantially
identical to (and entitling the holders thereof to all the rights pertaining to)
the definitive depositary receipts but not in definitive form. Definitive
depositary receipts will be prepared thereafter without unreasonable delay, and
temporary depositary receipts will be exchangeable for definitive depositary
receipts without charge to the holder thereof.

The following description of the depositary shares sets forth the material
terms and provisions of the depositary shares to which any prospectus supplement
may relate. The particular terms of the depositary shares offered by any
prospectus supplement, and the extent to which the general provisions described
below may apply to the offered securities, will be described in the prospectus
supplement, which will also include a discussion of certain U.S. federal income
tax considerations.

DIVIDENDS AND OTHER DISTRIBUTIONS

The depositary will distribute all cash dividends or other distributions
received in respect of the related common shares or preferred shares to the
record holders of depositary shares relating to such common shares or preferred
shares in proportion to the number of such depositary shares owned by such
holders.

In the event of a distribution other than in cash, the depositary will
distribute property received by it to the record holders of depositary shares
entitled thereto, unless the depositary determines that it is not feasible to
make such distribution, in which case the depositary may, with our approval,
sell such property and distribute the net proceeds from the sale to such
holders.

WITHDRAWAL OF SHARES

Upon surrender of the depositary receipts at the corporate trust office of
the depositary (unless the related depositary shares have previously been called
for redemption), the holder of the depositary shares evidenced thereby is
entitled to delivery of the number of whole shares of the related common shares
or class or series of
9

preferred shares and any money or other property represented by such depositary
shares. Holders of depositary shares will be entitled to receive whole shares of
the related common shares or class or series of preferred shares on the basis
set forth in the prospectus supplement for such common shares or class or series
of preferred shares, but holders of such whole common shares or preferred shares
will not thereafter be entitled to exchange them for depositary shares. If the
depositary receipts delivered by the holder evidence a number of depositary
shares in excess of the number of depositary shares representing the number of
whole common shares or preferred shares to be withdrawn, the depositary will
deliver to such holder at the same time a new depositary receipt evidencing such
excess number of depositary shares. In no event will fractional common shares or
preferred shares be delivered upon surrender of depositary receipts to the
depositary.

REDEMPTION OF DEPOSITARY SHARES

Whenever we redeem common shares or preferred shares held by the
depositary, the depositary will redeem as of the same redemption date the number
of depositary shares representing common shares or shares of the related class
or series of preferred shares so redeemed. The redemption price per depositary
share will be equal to the applicable fraction of the redemption price per share
payable with respect to such common shares or class or series of preferred
shares. If less than all the depositary shares are to be redeemed, the
depositary shares to be redeemed will be selected by lot or pro rata as may be
determined by the depositary.

VOTING THE COMMON SHARES OR PREFERRED SHARES

Upon receipt of notice of any meeting at which the holders of common shares
or preferred shares are entitled to vote, the depositary will mail the
information contained in such notice of meeting to the record holders of the
depositary shares relating to such common shares or preferred shares. Each
record holder of such depositary shares on the record date (which will be the
same date as the record date for common shares or preferred shares, as
applicable) will be entitled to instruct the depositary as to the exercise of
the voting rights pertaining to the amount of common shares or preferred shares
represented by such holder's depositary shares. The depositary will endeavor,
insofar as practicable, to vote the number of the common shares or preferred
shares represented by such depositary shares in accordance with such
instructions, and we will agree to take all action which the depositary deems
necessary in order to enable the depositary to do so. The depositary will vote
all common shares or preferred shares held by it proportionately with
instructions received if it does not receive specific instructions from the
holders of depositary shares representing such common shares or preferred
shares.

AMENDMENT AND TERMINATION OF THE DEPOSIT AGREEMENT

The form of depositary receipt evidencing the depositary shares and any
provision of the deposit agreement may at any time be amended by agreement
between us and the depositary. However, any amendment which materially and
adversely alters the rights of the holders of depositary receipts will not be
effective unless such amendment has been approved by the holders of depositary
receipts representing at least a majority (or, in the case of amendments
relating to or affecting rights to receive dividends or distributions or voting
or redemption rights, 66%, unless otherwise provided in the related prospectus
supplement) of the depositary shares then outstanding. The deposit agreement may
be terminated by us or the depositary only if (1) all outstanding depositary
shares have been redeemed, (2) there has been a final distribution in respect of
the common shares or the preferred shares in connection with our liquidation,
dissolution or winding up and such distribution has been distributed to the
holders of depositary receipts or (3) upon the consent of holders of depositary
receipts representing not less than 66% of the depositary shares outstanding,
unless otherwise provided in the related prospectus supplement.

CHARGES OF DEPOSITARY

We will pay all transfer and other taxes and governmental charges arising
solely from the existence of the depositary arrangements. We will also pay
charges of the depositary in connection with the initial deposit of the related
common shares or preferred shares and any redemption of such common shares or
preferred

shares. Holders of depositary receipts will pay all other transfer and other
taxes and governmental charges and such other charges as are expressly provided
in the deposit agreement to be for their accounts.

The depositary may refuse to effect any transfer of a depositary receipt or
any withdrawal of common shares or preferred shares evidenced thereby until all
such taxes and charges with respect to such depositary receipt or such common
shares or preferred shares are paid by the holders thereof.

MISCELLANEOUS

The depositary will forward all reports and communications from us which
are delivered to the depositary and which we are required to furnish to the
holders of common shares or preferred shares.

Neither we nor the depositary will be liable if either of us is prevented
or delayed by law or any circumstance beyond our control in performing our
obligations under the deposit agreement. Our obligations and the obligations of
the depositary under the deposit agreement will be limited to performance in
good faith of their duties thereunder and neither we nor the depositary will be
obligated to prosecute or defend any legal proceeding in respect of any
depositary shares or class or series of preferred shares unless satisfactory
indemnity is furnished. We and the depositary may rely on written advice of
counsel or accountants, or information provided by persons presenting preferred
shares for deposit, holders of depositary shares or other persons believed to be
competent and on documents believed to be genuine.

RESIGNATION AND REMOVAL OF DEPOSITARY

The depositary may resign at any time by delivering to us notice of its
election to do so, and we may at any time remove the depositary. Any such
resignation or removal of the depositary will take effect upon the appointment
of a successor depositary, which successor depositary must be appointed within
60 days after delivery of the notice of resignation or removal and must be a
bank or trust company having its principal office in the United States and
having a combined capital and surplus of at least $50,000,000.

DESCRIPTION OF THE DEBT SECURITIES

GENERAL

The following description of our debt securities sets forth the material
terms and provisions of the debt securities to which any prospectus supplement
may relate and may be amended or supplemented by terms described in the
applicable prospectus supplement. Our senior debt securities are to be issued
under a senior indenture between us and JPMorgan Chase Bank, as trustee, as
supplemented. Our subordinated debt securities are to be issued under a
subordinated indenture between us and JPMorgan Chase Bank, as trustee, as
supplemented. The senior indenture and the subordinated indenture are
substantially identical, except for certain covenants of ours and provisions
relating to subordination. The senior indenture and the subordinated indenture
are sometimes referred to herein collectively as the "indentures" and each
individually as an "indenture," and the trustees under each of the indentures
are sometimes referred to herein collectively as the "trustees" and each
individually as a "trustee." The particular terms of the series of debt
securities offered by any prospectus supplement, and the extent to which general
provisions described below may apply to the offered series of debt securities,
will be described in the prospectus supplement.

The following summaries of the material terms and provisions of the
indentures and the related debt securities are not complete and are subject to,
and are qualified in their entirety by reference to, all provisions of the
indentures, including the definitions of certain terms in the indentures and
those terms to be made a part of the indentures by the Trust Indenture Act of
1939, as amended. Wherever we refer to particular articles, sections or defined
terms of an indenture, without specific reference to an indenture, those
articles, sections or defined terms are contained in all indentures.

The indentures do not limit the aggregate principal amount of the debt
securities which Platinum Holdings may issue under them and provide that
Platinum Holdings may issue debt securities under them

from time to time in one or more series. The indentures do not limit the amount
of other indebtedness or the debt securities which we or our subsidiaries may
issue.

Unless otherwise provided in a prospectus supplement, our senior debt
securities will be unsecured obligations of Platinum Holdings, and will rank
equally with all of Platinum Holdings other unsecured and unsubordinated
indebtedness. The subordinated debt securities will be unsecured obligations of
Platinum Holdings, subordinated in right of payment to the prior payment in full
of all Senior Indebtedness (which term includes the senior debt securities) of
Platinum Holdings as described below under "Subordination of the Subordinated
Debt Securities" and in the applicable prospectus supplement.

Because Platinum Holdings is a holding company, our rights and the rights
of our creditors (including the holders of our debt securities) and shareholders
to participate in distributions by certain of our subsidiaries upon that
subsidiary's liquidation or reorganization or otherwise would be subject to the
prior claims of that subsidiary's creditors, except to the extent that we may
ourselves be a creditor with recognized claims against that subsidiary or our
creditor may have the benefit of a guaranty from our subsidiary. None of our
creditors has the benefit of a guaranty from any of our subsidiaries. The rights
of our creditors (including the holders of our debt securities) to participate
in the distribution of stock owned by us in certain of our subsidiaries,
including our insurance subsidiaries, may also be subject to approval by certain
insurance regulatory authorities having jurisdiction over such subsidiaries.

Our ability to receive dividends and other distributions from our insurance
company subsidiaries is limited by applicable law and regulation. See "Our
Business -- Regulation" in our Annual Report on Form 10-K for the year ended
December 31, 2003 incorporated by reference in this prospectus. If we are unable
to receive dividends or distributions from our insurance company subsidiaries,
or if such dividends or distributions are limited, our ability to make payments
owing with respect to the debt securities will be adversely affected.

The prospectus supplement relating to the particular series of debt
securities offered thereby will describe the following terms of the offered
series of debt securities:

- the title of such debt securities and the series in which such debt
securities will be included, which may include medium-term notes, the
aggregate principal amount of such debt securities and any limit upon
such principal amount;

- the date or dates, or the method or methods, if any, by which such date
or dates will be determined, on which the principal of such series of
debt securities will be payable;

- the rate or rates at which such series of debt securities will bear
interest, if any, which rate may be zero in the case of certain debt
securities issued at an issue price representing a discount from the
principal amount payable at maturity, or the method by which such rate or
rates will be determined (including, if applicable, any remarketing
option or similar method), and the date or dates from which such
interest, if any, will accrue or the method by which such date or dates
will be determined;

- the date or dates on which interest, if any, on such series of debt
securities will be payable and any regular record dates applicable to the
date or dates on which interest will be so payable;

- the place or places where the principal of, any premium or interest on or
any additional amounts with respect to such series of debt securities
will be payable, any of such series of debt securities that are issued in
registered form may be surrendered for registration of transfer or
exchange, and any such debt securities may be surrendered for conversion
or exchange;

- whether any of such series of debt securities are to be redeemable at our
option and, if so, the date or dates on which, the period or periods
within which, the price or prices at which and the other terms and
conditions upon which such series of debt securities may be redeemed, in
whole or in part, at our option;

- whether we will be obligated to redeem or purchase any of such series of
debt securities pursuant to any sinking fund or analogous provision or at
the option of any holder thereof and, if so, the date or dates on

which, the period or periods within which, the price or prices at which
and the other terms and conditions upon which such debt securities will
be redeemed or purchased, in whole or in part, pursuant to such
obligation, and any provisions for the remarketing of such series of debt
securities so redeemed or purchased;

- if other than denominations of $1,000 and any integral multiple thereof,
the denominations in which any series of debt securities to be issued in
registered form will be issuable and, if other than a denomination of
$5,000, the denominations in which any debt securities to be issued in
bearer form will be issuable;

- whether the series of debt securities will be listed on any national
securities exchange;

- whether the series of debt securities will be convertible into common
shares and/or exchangeable for other securities issued by us, and, if so,
the terms and conditions upon which such series of debt securities will
be so convertible or exchangeable;

- if other than the principal amount, the portion of the principal amount
(or the method by which such portion will be determined) of such series
of debt securities that will be payable upon declaration of acceleration
of the maturity thereof;

- if other than United States dollars, the currency of payment, including
composite currencies, of the principal of, any premium or interest on or
any additional amounts with respect to any of such series of debt
securities;

- whether the principal of, any premium or interest on or any additional
amounts with respect to such series of debt securities will be payable,
at our election or the election of a holder, in a currency other than
that in which such series of debt securities are stated to be payable and
the date or dates on which, the period or periods within which, and the
other terms and conditions upon which, such election may be made;

- any index, formula or other method used to determine the amount of
payments of principal of, any premium or interest on or any additional
amounts with respect to such series of debt securities;

- whether such series of debt securities are to be issued in the form of
one or more global securities and, if so, the identity of the depositary
for such global security or securities;

- whether such series of debt securities are the senior debt securities or
subordinated debt securities and, if the subordinated debt securities,
the specific subordination provisions applicable thereto;

- in the case of subordinated debt securities, the relative degree, if any,
to which such series of subordinated debt securities of the series will
be senior to or be subordinated to other series of the subordinated debt
securities or other indebtedness of ours in right of payment, whether
such other series of the subordinated debt securities or other
indebtedness are outstanding or not;

- in the case of subordinated debt securities, any limitation on the
issuance of additional Senior Indebtedness;

- any deletions from, modifications of or additions to the Events of
Default or covenants of ours with respect to such series of debt
securities;

- whether the provisions described below under "Discharge, Defeasance and
Covenant Defeasance" will be applicable to such series of debt
securities;

- a discussion of certain U.S. federal income tax considerations;

- whether any of such series of debt securities are to be issued upon the
exercise of warrants, and the time, manner and place for such debt
securities to be authenticated and delivered; and

- any other terms of such series of debt securities and any other deletions
from or modifications or additions to the applicable indenture in respect
of such debt securities.

Platinum Holdings will have the ability under the indentures to "reopen" a
previously issued series of debt securities and issue additional debt securities
of that series or establish additional terms of that series. Platinum Holdings
is also permitted to issue debt securities with the same terms as previously
issued debt securities.

Unless otherwise provided in the related prospectus supplement, principal,
premium, interest and additional amounts, if any, with respect to any series of
debt securities will be payable at the office or agency maintained by us for
such purposes (initially the corporate trust office of the trustee). In the case
of debt securities issued in registered form, interest may be paid by check
mailed to the persons entitled thereto at their addresses appearing on the
security register or by transfer to an account maintained by the payee with a
bank located in the United States. Interest on debt securities issued in
registered form will be payable on any interest payment date to the persons in
whose names the debt securities are registered at the close of business on the
regular record date with respect to such interest payment date. Interest on such
debt securities which have a redemption date after a regular record date, and on
or before the following interest payment date, will also be payable to the
persons in whose names the debt securities are so registered. All paying agents
initially designated by us for the debt securities will be named in the related
prospectus supplement. We may at any time designate additional paying agents or
rescind the designation of any paying agent or approve a change in the office
through which any paying agent acts, except that we will be required to maintain
a paying agent in each place where the principal of, any premium or interest on
or any additional amounts with respect to the debt securities are payable.

Unless otherwise provided in the related prospectus supplement, the debt
securities may be presented for transfer (duly endorsed or accompanied by a
written instrument of transfer, if so required by us or the security registrar)
or exchanged for other debt securities of the same series (containing identical
terms and provisions, in any authorized denominations, and of a like aggregate
principal amount) at the office or agency maintained by us for such purposes
(initially the corporate trust office of the trustee). Such transfer or exchange
will be made without service charge, but we may require payment of a sum
sufficient to cover any tax or other governmental charge and any other expenses
then payable. We will not be required to (1) issue, register the transfer of, or
exchange, the debt securities during a period beginning at the opening of
business 15 days before the day of mailing of a notice of redemption of any such
debt securities and ending at the close of business on the day of such mailing
or (2) register the transfer of or exchange any debt security so selected for
redemption in whole or in part, except the unredeemed portion of any debt
security being redeemed in part. Any transfer agent (in addition to the security
registrar) initially designated by us for any debt securities will be named in
the related prospectus supplement. We may at any time designate additional
transfer agents or rescind the designation of any transfer agent or approve a
change in the office through which any transfer agent acts, except that we will
be required to maintain a transfer agent in each place where the principal of,
any premium or interest on or any additional amounts with respect to the debt
securities are payable.

Unless otherwise provided in the related prospectus supplement, the debt
securities will be issued only in fully registered form without coupons in
minimum denominations of $1,000 and any integral multiple thereof. The debt
securities may be represented in whole or in part by one or more global debt
securities registered in the name of a depositary or its nominee and, if so
represented, interests in such global debt security will be shown on, and
transfers thereof will be effected only through, records maintained by the
designated depositary and its participants as described below. Where the debt
securities of any series are issued in bearer form, the special restrictions and
considerations, including special offering restrictions and special U.S. federal
income tax considerations, applicable to such debt securities and to payment on
and transfer and exchange of such debt securities will be described in the
related prospectus supplement.

The debt securities may be issued as original issue discount securities
(bearing no fixed interest or bearing fixed interest at a rate which at the time
of issuance is below specified market rates) to be sold at a substantial
discount below their principal amount and may for various other reasons be
considered to have original issue discount for U.S. federal income tax purposes.
In general, original issue discount is included in the income of holders on a
yield-to-maturity basis. Accordingly, depending on the terms of the debt
securities, holders may be required to include amounts in income prior to the
receipt thereof. Special U.S. federal income tax and

other considerations applicable to original issue discount securities will be
described in the related prospectus supplement.

The debt securities may also be issued at a premium (issued for an amount
in excess of the face amount of such securities). In general such bond premium
would be amortizable over the term of the debt instrument and deductible by the
holders for U.S. federal income tax purposes. Special U.S. federal income tax
and other considerations applicable to securities issued at a premium will be
described in the related prospectus supplement.

If the purchase price of any debt securities is payable in one or more
foreign currencies or currency units or if any debt securities are denominated
in one or more foreign currencies or currency units or if the principal of, or
any premium or interest on, or any additional amounts with respect to, any debt
securities is payable in one or more foreign currencies or currency units, the
restrictions, elections, certain U.S. federal income tax considerations,
specific terms and other information with respect to such debt securities and
such foreign currency or currency units will be set forth in the related
prospectus supplement.

We will comply with Section 14(e) under the Exchange Act, and any other
tender offer rules under the Exchange Act which may then be applicable, in
connection with any obligation of ours to purchase debt securities at the option
of the holders. Any such obligation applicable to a series of debt securities
will be described in the related prospectus supplement.

Unless otherwise described in a prospectus supplement relating to any
series of debt securities, the indentures do not contain any provisions that
would limit our ability to incur indebtedness or that would afford holders of
the debt securities protection in the event of a sudden and significant decline
in our credit quality or a takeover, recapitalization or highly leveraged or
similar transaction involving us. Accordingly, we could in the future enter into
transactions that could increase the amount of indebtedness outstanding at that
time or otherwise affect our capital structure or credit rating. You should
refer to the prospectus supplement relating to a particular series of the debt
securities for information regarding to any deletions from, modifications of or
additions to the Events of Defaults described below or our covenants contained
in the indentures, including any addition of a covenant or other provisions
providing event risk or similar protection.

CONVERSION AND EXCHANGE

The terms, if any, on which debt securities of any series are convertible
into or exchangeable for common shares, preferred shares or other securities
issued by us, property or cash, or a combination of any of the foregoing, will
be set forth in the related prospectus supplement. Such terms may include
provisions for conversion or exchange, either mandatory, at the option of the
holder, or at our option, in which the securities, property or cash to be
received by the holders of the debt securities would be calculated according to
the factors and at such time as described in the related prospectus supplement.
Any such conversion or exchange will comply with applicable Bermuda law, our
memorandum of association and Bye-laws.

OPTIONAL REDEMPTION

Unless otherwise described in a prospectus supplement, relating to any debt
securities, we may at our option, redeem any series of debt securities, in whole
or in part, at any time at the redemption price. Unless otherwise described in a
prospectus supplement, debt securities' will not be subject to sinking fund or
other mandatory redemption or to redemption or repurchase at the option of the
holders upon a change of control, a change in management, an asset sale or any
other specified event.

SELECTION AND NOTICE

Unless otherwise described in a prospectus supplement, we will send the
holders of the debt securities to be redeemed a notice of redemption by
first-class mail at least 30 and not more than 60 days prior to the date fixed
for redemption. If we elect to redeem fewer than all the debt securities, unless
otherwise agreed in a holders' redemption agreement, the trustee will select in
a fair and appropriate manner, including pro rata or by lot, the debt securities
to be redeemed in whole or in part.

Unless we default in payment of the redemption price, the debt securities
called for redemption shall cease to accrue any interest on or after the
redemption date.

CONSOLIDATION, AMALGAMATION, MERGER AND SALE OF ASSETS

Unless otherwise described in a prospectus supplement, each indenture
provides that Platinum Holdings may not (1) consolidate or amalgamate with or
merge into any person or convey, transfer or lease our properties and assets as
an entirety or substantially as an entirety to any person, or (2) permit any
person to consolidate or amalgamate with or merge into Platinum Holdings, or
convey, transfer or lease its properties and assets as an entirety or
substantially as an entirety to us, unless (a) such person is a corporation or
limited liability company organized and existing under the laws of the United
States, any state thereof or the District of Columbia, Bermuda or any country
which is, on the date of the indenture, a member of the Organization of Economic
Cooperation and Development and will expressly assume, by supplemental indenture
satisfactory in form to the trustee, the due and punctual payment of the
principal of, any premium and interest on and any additional amounts with
respect to the debt securities issued thereunder, and the performance of our
obligations under the indenture and the debt securities issued thereunder; (b)
immediately after giving effect to such transaction and treating any
indebtedness which becomes an obligation of ours or of a designated subsidiary
as a result of such transaction as having been incurred by us or such subsidiary
at the time of such transaction, no event of default, and no event which after
notice or lapse of time or both would become an event of default, will have
happened and be continuing; and (c) certain other documents are delivered.

CERTAIN OTHER COVENANTS

Except as otherwise permitted under "Consolidation, Amalgamation, Merger
and Sale of Assets" described above, we will do or cause to be done all things
necessary to maintain in full force and effect our legal existence, rights
(charter and statutory) and franchises. We are not, however, required to
preserve any right or franchise if we determine that it is no longer desirable
in the conduct of our business and the loss is not disadvantageous in any
material respect to the holders of any debt securities. (Section 4.8 of the
indenture)

EVENTS OF DEFAULT

Unless we provide other or substitute Events of Default in a prospectus
supplement, the following events will constitute an event of default under the
applicable indenture with respect to a series of debt securities (whatever the
reason for such event of default and whether it will be voluntary or involuntary
or be effected by operation of law or pursuant to any judgment, decree or order
of any court or any order, rule or regulation of any administrative or
governmental body):

(1) default in the payment of any interest on the series of debt
securities, or any additional amounts payable with respect thereto, when
such interest becomes or such additional amounts become due and payable,
and continuance of such default for a period of 30 days;

(2) default in the payment of the principal of or any premium on the
series of debt securities, or any additional amounts payable with respect
thereto, when such principal or premium becomes or such additional amounts
become due and payable either at maturity, upon any redemption, by
declaration of acceleration or otherwise;

(3) default in the performance, or breach, of any covenant or warranty
of ours contained in the indenture (other than the defaults specified in
clause (1) or (2) above), and the continuance of such default or breach for
a period of 60 days after written notice has been given as provided in the
indenture;

(4) default in the payment at maturity of our Indebtedness in excess
of $50,000,000 or if any event of default as defined in any mortgage,
indenture or instrument under which there may be issued, or by which there
may be secured or evidenced, any of our Indebtedness (other than
indebtedness which is non-recourse to us) happens and results in
acceleration of more than $50,000,000 in principal amount of such
Indebtedness (after giving effect to any applicable grace period), and such
default is not cured or

waived or such acceleration is not rescinded or annulled within a period of
30 days after written notice has been given as provided in the indenture;

(5) we shall fail within 60 days to pay, bond or otherwise discharge
any uninsured judgment or court order for the payment of money in excess of
$50,000,000, which is not stayed on appeal or is not otherwise being
appropriately contested in good faith;

(6) certain events relating to our bankruptcy, insolvency or
reorganization; or

(7) our default in the performance or breach of the conditions
relating to amalgamation, consolidation, merger or sale of assets stated
above, and the continuation of such violation for 60 days after notice is
given to us. (Section 6.1 of the indenture)

If an event of default with respect to the debt securities (other than an
event of default described in clause (6) of the preceding paragraph) occurs and
is continuing, either the trustee or the holders of at least 25% in principal
amount of the outstanding debt securities by written notice as provided in the
indenture may declare the principal amount of all outstanding debt securities to
be due and payable immediately. An event of default described in clause (6) of
the preceding paragraph will cause the principal amount and accrued interest to
become immediately due and payable without any declaration or other act by the
trustee or any holder. At any time after a declaration of acceleration has been
made, but before a judgment or decree for payment of money has been obtained by
the trustee, and subject to applicable law and certain other provisions of the
indenture, the holders of a majority in aggregate principal amount of the debt
securities may, under certain circumstances, rescind and annul such
acceleration.

Each indenture provides that, within 60 days after the occurrence of any
event which is, or after notice or lapse of time or both would become, an event
of default with respect to the debt securities, the trustee will transmit, in
the manner set forth in the indenture and subject to the exceptions described
below, notice of such default to the holders of the debt securities unless such
default has been cured or waived. However, except in the case of a default in
the payment of principal of, or premium, if any, or interest on, or additional
amounts with respect to, any debt securities, the trustee may withhold such
notice if and so long as the board, executive committee or a trust committee of
directors and/or responsible officers of the trustee in good faith determine
that the withholding of such notice is in the best interest of the holders of
the debt securities.

If an event of default occurs, has not been waived and is continuing with
respect to the debt securities, the trustee may in its discretion proceed to
protect and enforce its rights and the rights of the holders of the debt
securities by all appropriate judicial proceedings. Each indenture provides
that, subject to the duty of the trustee during any default to act with the
required standard of care, the trustee will be under no obligation to exercise
any of its rights or powers under such indenture at the request or direction of
any of the holders of the debt securities, unless such holders shall have
offered to the trustee reasonable indemnity. Subject to such provisions for the
indemnification of the trustee, and subject to applicable law and certain other
provisions of the indenture, the holders of a majority in aggregate principal
amount of the outstanding debt securities will have the right to direct the
time, method and place of conducting any proceeding for any remedy available to
the trustee, or exercising any trust or power conferred on the trustee, with
respect to the debt securities.

Under the Companies Act, any payment or other disposition of property made
by us within six months prior to the commencement of our winding up will be
invalid if made with the intent to fraudulently prefer one or more of our
creditors at a time that we were unable to pay our debts as they became due.

MODIFICATION AND WAIVER

We and the trustee may modify or amend each indenture with the consent of
the holders of not less than a majority in aggregate principal amount
outstanding of a series of debt securities affected by the amendment or
modification; provided, however, that no such modification or amendment may,
without the consent of the holder of each outstanding debt security affected
thereby:

- change the stated maturity of the principal of, or any premium or
installment of interest on, or any additional amounts with respect to,
the series of debt securities,

- reduce the principal amount of, or the rate (or modify the calculation of
such principal amount or rate) of interest on, or any additional amounts
with respect to, or any premium payable upon the redemption of, the
series of debt securities,

- change our obligation to pay additional amounts with respect to the
series of debt securities,

- change the redemption provisions of the series of debt securities or,
following the occurrence of any event that would entitle a holder to
require us to redeem or repurchase the series of debt securities at the
option of the holder, adversely affect the right of redemption or
repurchase at the option of such holder, of the series of debt
securities,

- change the place of payment or the coin or currency in which the
principal of, any premium or interest on or any additional amounts with
respect to, the series of debt securities is payable,

- impair the right to institute suit for the enforcement of any payment on
or after the stated maturity of the series of debt securities (or, in the
case of redemption, on or after the redemption date or, in the case of
repayment at the option of any holder, on or after the repayment date),

- reduce the percentage in principal amount of the series of debt
securities, the consent of whose holders is required in order to take
specific actions,

- reduce the requirements for quorum or voting by holders of the series of
debt securities in the applicable section of the indenture,

- modify any of the provisions in the indenture regarding the waiver of
past defaults and the waiver of certain covenants by the holders of the
series of debt securities except to increase any percentage vote required
or to provide that other provisions of the indenture cannot be modified
or waived without the consent of the holder of each debt security
affected thereby, or

- modify any of the above provisions. (Section 10.2 of the indenture)

In addition, no supplemental indenture may directly or indirectly modify or
eliminate the subordination provisions of the subordinated indentures in any
manner which might terminate or impair the subordination of the subordinated
debt securities to Senior Indebtedness without the prior written consent of the
holders of the Senior Indebtedness.

We and the trustee may modify or amend each indenture and the series of
debt securities without the consent of any holder in order to, among other
things:

- provide for our successor pursuant to a consolidation, amalgamation,
merger or sale of assets that complies with the merger covenant;

- add to our covenants for the benefit of the holders of the series of debt
securities or to surrender any right or power conferred upon us by the
indenture;

- provide for a successor trustee with respect to the series of debt
securities;

- cure any ambiguity or correct or supplement any provision in the
indenture which may be defective or inconsistent with any other
provision, or to make any other provisions with respect to matters or
questions arising under the indenture which will not adversely affect the
interests of the holders of the series of debt securities;

- change the conditions, limitations and restrictions on the authorized
amount, terms or purposes of issue, authentication and delivery of the
series of debt securities under the indenture;

- add any additional events of default with respect to the series of debt
securities;

- provide for conversion or exchange rights of the holders of the series of
debt securities; or

- make any other change that does not materially adversely affect the
interests of the holders of the series of debt securities. (Section 10.1
of the indenture)

The holders of at least a majority in aggregate principal amount of the
series of debt securities may, on behalf of the holders of the debt securities,
waive compliance by us with certain restrictive provisions of the indenture.
(Section 4.9 of the indenture) The holders of not less than a majority in
aggregate principal amount of the series of debt securities may, on behalf of
the holders of the debt securities, waive any past default and its consequences
under the indenture with respect to the series of debt securities, except a
default (1) in the payment of principal of, any premium or interest on or any
additional amounts with respect to the series of debt securities or (2) in
respect of a covenant or provision of the indenture that cannot be modified or
amended without the consent of the holder of each debt security. (Section 6.10
of the indenture)

Under each indenture, we are required to furnish the trustee annually a
statement as to performance by us of certain of our obligations under the
indenture and as to any default in such performance. We are also required to
deliver to the trustee, within five days after occurrence thereof, written
notice of any event of default or any event which after notice or lapse of time
or both would constitute an event of default under clause (3) in "-- Events of
Default" described above. (Section 4.10 of the indenture)

DISCHARGE, DEFEASANCE AND COVENANT DEFEASANCE

We may discharge certain obligations to holders of the debt securities that
have not already been delivered to the trustee for cancellation and that either
have become due and payable or will become due and payable within one year (or
called for redemption within one year) by depositing with the trustee, in trust,
funds in U.S. dollars or Government Obligations (as defined below) in an amount
sufficient to pay the entire indebtedness on the debt securities with respect to
principal and any premium, interest and additional amounts to the date of such
deposit (if the debt securities have become due and payable) or with respect to
principal, any premium and interest to the maturity or redemption date thereof,
as the case may be. (Section 12.1 of the indenture)

Each indenture provides that, unless the provisions of Section 12.2 of such
indenture are made inapplicable to the debt securities pursuant to Section 3.1
of the indenture, we may elect either (1) to defease and be discharged from any
and all obligations with respect to the debt securities (except for, among other
things, the obligation to pay principal, interest and additional amounts, if
any, upon the occurrence of certain events of taxation, assessment or
governmental charge with respect to payments on the debt securities and other
obligations to register the transfer or exchange of the debt securities, to
replace temporary or mutilated, destroyed, lost or stolen debt securities, to
maintain an office or agency with respect to the debt securities and to hold
moneys for payment in trust) ("defeasance") or (2) to be released from our
obligations with respect to the debt securities under certain covenants and any
omission to comply with such obligations will not constitute a default or an
event of default with respect to the debt securities ("covenant defeasance").
Defeasance or covenant defeasance, as the case may be, will be conditioned upon
the irrevocable deposit by us with the trustee, in trust, of an amount in U.S.
dollars, or Government Obligations, or both, applicable to such debt securities
which through the scheduled payment of principal and interest in accordance with
their terms will provide money in an amount sufficient to pay the principal of,
any premium and interest on the debt securities on the scheduled due dates or
any prior redemption date. (Section 12.2 of the indenture)

Such a trust may only be established if, among other things:

(1) the applicable defeasance or covenant defeasance does not result
in a breach or violation of, or constitute a default under, any material
agreement or instrument, other than the indenture, to which we are a party
or by which we are bound,

(2) no event of default or event which with notice or lapse of time or
both would become an event of default with respect to the debt securities
to be defeased will have occurred and be continuing on the date of
establishment of such a trust after giving effect to such establishment
and, with respect to defeasance only, no bankruptcy proceeding will have
occurred and be continuing at any time during the period ending on the 91st
day after such date,

(3) with respect to registered securities and any bearer securities
for which the place of payment is within the United States, we have
delivered to the trustee an opinion of counsel (as specified in the

indenture) to the effect that the holders of the debt securities will not
recognize income, gain or loss for U.S. federal income tax purposes as a
result of such defeasance or covenant defeasance and will be subject to
U.S. federal income tax on the same amounts, in the same manner and at the
same times as would have been the case if such defeasance or covenant
defeasance had not occurred, and such opinion of counsel, in the case of
defeasance, must refer to and be based upon a letter ruling of the Internal
Revenue Service received by us, a Revenue Ruling published by the Internal
Revenue Service or a change in applicable U.S. federal income tax law
occurring after the date of the indenture, and

(4) with respect to defeasance, we have delivered to the trustee an
officers' certificate as to solvency and the absence of intent of
preferring holders over our other creditors. (Section 12.2 of the
indenture)

"Government Obligations" means debt securities which are (1) direct
obligations of the United States of America for the payment of which its full
faith and credit is pledged or (2) obligations of a Person controlled or
supervised by and acting as an agency or instrumentality of the United States of
America the timely payment of which is unconditionally guaranteed as a full
faith and credit obligation by the United States of America which, in the case
of clauses (1) and (2), are not callable or redeemable at the option of the
issuer or issuers thereof, and will also include a depository receipt issued by
a bank or trust company as custodian with respect to any such Government
Obligation or a specific payment of interest on or principal of or any other
amount with respect to any such Government Obligation held by such custodian for
the account of the holder of such depository receipt, provided that (except as
required by law) such custodian is not authorized to make any deduction from the
amount payable to the holder of such depository receipt from any amount received
by the custodian with respect to the Government Obligation or the specific
payment of interest on or principal of or any other amount with respect to the
Government Obligation evidenced by such depository receipt. (Section 1.1 of the
indenture)

In the event we effect covenant defeasance with respect to the debt
securities and the debt securities are declared due and payable because of the
occurrence of any event of default other than an event of default with respect
to any covenant as to which there has been covenant defeasance, the Government
Obligations on deposit with the trustee will be sufficient to pay amounts due on
the debt securities at the time of the stated maturity or redemption date but
may not be sufficient to pay amounts due on the debt securities at the time of
the acceleration resulting from such event of default. However, we would remain
liable to make payment of such amounts due at the time of acceleration.

PAYMENT OF ADDITIONAL AMOUNTS

Unless otherwise described in a prospectus supplement, we will make all
payments of principal of and premium, if any, interest and any other amounts on,
or in respect of, the debt securities without withholding or deduction at source
for, or on account of, any present or future taxes, fees, duties, assessments or
governmental charges of whatever nature imposed or levied by or on behalf of
Bermuda or any other jurisdiction in which we are organized (a "taxing
jurisdiction") or any political subdivision or taxing authority thereof or
therein, unless such taxes, fees, duties, assessments or governmental charges
are required to be withheld or deducted by (x) the laws (or any regulations or
rulings promulgated thereunder) of a taxing jurisdiction or any political
subdivision or taxing authority thereof or therein or (y) an official position
regarding the application, administration, interpretation or enforcement of any
such laws, regulations or rulings (including, without limitation, a holding by a
court of competent jurisdiction or by a taxing authority in a taxing
jurisdiction or any political subdivision thereof). If a withholding or
deduction at source is required, we will, subject to certain limitations and
exceptions described below, pay to the holder of any debt security such
additional amounts as may be necessary so that every net payment of principal,
premium, if any, interest or any other amount made to such holder, after the
withholding or deduction, will not be less than the amount provided for in such
debt security or in the indenture to be then due and payable.

We will not be required to pay any additional amounts for or on account of:

(1) any tax, fee, duty, assessment or governmental charge of whatever
nature which would not have been imposed but for the fact that such holder
(a) was a resident, domiciliary or national of, or engaged in business or
maintained a permanent establishment or was physically present in, the
relevant taxing
20

jurisdiction or any political subdivision thereof or otherwise had some
connection with the relevant taxing jurisdiction other than by reason of
the mere ownership of, or receipt of payment under, such debt security, (b)
presented, where presentation is required, such debt security for payment
in the relevant taxing jurisdiction or any political subdivision thereof,
unless such debt security could not have been presented for payment
elsewhere, or (c) presented, where presentation is required, such debt
security for payment more than 30 days after the date on which the payment
in respect of such debt security became due and payable or provided for,
whichever is later, except to the extent that the holder would have been
entitled to such additional amounts if it had presented such debt security
for payment on any day within that 30-day period;

(2) any estate, inheritance, gift, sale, transfer, personal property
or similar tax, assessment or other governmental charge;

(3) any tax, assessment or other governmental charge that is imposed
or withheld by reason of the failure by the holder of such debt security to
comply with any reasonable request by us addressed to the holder within 90
days of such request (a) to provide information concerning the nationality,
residence or identity of the holder or (b) to make any declaration or other
similar claim or satisfy any information or reporting requirement, which is
required or imposed by statute, treaty, regulation or administrative
practice of the relevant taxing jurisdiction or any political subdivision
thereof as a precondition to exemption from all or part of such tax,
assessment or other governmental charge;

(4) any withholding or deduction required to be made pursuant to any
EU Directive on the taxation of savings implementing the conclusions of the
ECOFIN Council meetings of 26-27 November 2000, 3 June 2003 or any law
implementing or complying with, or introduced in order to conform to, such
EU Directive; or

(5) any combination of items (1), (2), (3) and (4).

In addition, we will not pay additional amounts with respect to any payment
of principal of, or premium, if any, interest or any other amounts on, any such
debt security to any holder who is a fiduciary or partnership or other than the
sole beneficial owner of such debt security if such payment would be required by
the laws of the relevant taxing jurisdiction (or any political subdivision or
relevant taxing authority thereof or therein) to be included in the income for
tax purposes of a beneficiary or partner or settlor with respect to such
fiduciary or a member of such partnership or a beneficial owner to the extent
such beneficiary, partner or settlor would not have been entitled to such
additional amounts had it been the holder of the debt security. (Section 4.4 of
the indenture)

REDEMPTION FOR TAX PURPOSES

Unless otherwise described in a prospectus supplement, we may redeem the
debt securities at our option, in whole but not in part, at a redemption price
equal to 100% of the principal amount, together with accrued and unpaid interest
and additional amounts, if any, to the date fixed for redemption, at any time we
receive an opinion of counsel that as a result of (1) any change in or amendment
to the laws or treaties (or any regulations or rulings promulgated under these
laws or treaties) of Bermuda or any taxing jurisdiction (or of any political
subdivision or taxation authority affecting taxation) or any change in the
application or official interpretation of such laws, regulations or rulings, or
(2) any action taken by a taxing authority of Bermuda or any taxing jurisdiction
(or any political subdivision or taxing authority affecting taxation) which
action is generally applied or is taken with respect to the Company, or (3) a
decision rendered by a court of competent jurisdiction in Bermuda or any taxing
jurisdiction (or any political subdivision) whether or not such decision was
rendered with respect to us, there is a substantial probability that we will be
required as of the next interest payment date to pay additional amounts with
respect to the debt securities as provided in "Payment of Additional Amounts"
above and such requirements cannot be avoided by the use of reasonable measures
(consistent with practices and interpretations generally followed or in effect
at the time such measures could be taken) then available. If we elect to redeem
the debt securities under this provision, we will give written notice of such
election to the trustee and the holders of the debt securities.

Interest on the debt securities will cease to accrue unless we default in
the payment of the redemption price. (Section 4.5 of the indenture)

GLOBAL SECURITIES

The debt securities of a series may be issued in whole or in part in the
form of one or more global debt securities that will be deposited with, or on
behalf of, a depositary identified in the prospectus supplement relating to such
series.

The specific terms of the depositary arrangement with respect to a series
of the debt securities will be described in the prospectus supplement relating
to such series. We anticipate that the following provisions will apply to all
depositary arrangements.

Upon the issuance of a global security, the depositary for such global
security or its nominee will credit, on its book-entry registration and transfer
system, the respective principal amounts of the debt securities represented by
such global security. Such accounts will be designated by the underwriters or
agents with respect to such debt securities or by us if such debt securities are
offered and sold directly by us. Ownership of beneficial interests in a global
security will be limited to persons that may hold interests through
participants. Ownership of beneficial interests in such global security will be
shown on, and the transfer of that ownership will be effected only through,
records maintained by the depositary or its nominee (with respect to interests
of participants) and on the records of participants (with respect to interests
of persons other than participants). The laws of some states require that
certain purchasers of securities take physical delivery of such securities in
definitive form. Such limits and such laws may impair the ability to transfer
beneficial interests in a global security.

So long as the depositary for a global security, or its nominee, is the
registered owner of such global security, such depositary or such nominee, as
the case may be, will be considered the sole owner or holder of the debt
securities represented by such global security for all purposes under the
applicable indenture. Except as described below, owners of beneficial interests
in a global security will not be entitled to have the debt securities of the
series represented by such global security registered in their names and will
not receive or be entitled to receive physical delivery of the debt securities
of that series in definitive form.

Principal of, any premium and interest on, and any additional amounts with
respect to, the debt securities registered in the name of a depositary or its
nominee will be made to the depositary or its nominee, as the case may be, as
the registered owner of the global security representing such debt securities.
None of the trustee, any paying agent, the security registrar or us will have
any responsibility or liability for any aspect of the records relating to or
payments made on account of beneficial ownership interests of the global
security for such debt securities or for maintaining, supervising or reviewing
any records relating to such beneficial ownership interests.

We expect that the depositary for a series of the debt securities or its
nominee, upon receipt of any payment with respect to such debt securities, will
credit immediately participants' accounts with payments in amounts proportionate
to their respective beneficial interest in the principal amount of the global
security for such debt securities as shown on the records of such depositary or
its nominee. We also expect that payments by participants to owners of
beneficial interests in such global security held through such participants will
be governed by standing instructions and customary practices, as is now the case
with securities held for the accounts of customers registered in "street name,"
and will be the responsibility of such participants.

The indentures provide that if:

(1) the depositary for a series of the debt securities notifies us
that it is unwilling or unable to continue as depositary or if such
depositary ceases to be eligible under the applicable indenture and a
successor depositary is not appointed by us within 90 days of written
notice;

(2) we determine that the debt securities of a particular series will
no longer be represented by global securities and executes and delivers to
the trustee a company order to such effect; or

(3) an Event of Default with respect to a series of the debt
securities has occurred and is continuing,
22

then in each such case, the global securities will be exchanged for the debt
securities of such series in definitive form of like tenor and of an equal
aggregate principal amount, in authorized denominations.

Such definitive debt securities will be registered in such name or names as
the depositary shall instruct the trustee. (Section 3.5 of the indenture). It is
expected that such instructions may be based upon directions received by the
depositary from participants with respect to ownership of beneficial interests
in global securities.

GOVERNING LAW

Each indenture and the debt securities will be governed by, and construed
in accordance with, the laws of the State of New York applicable to agreements
made or instruments entered into and, in each case, performed in that state.

INFORMATION CONCERNING THE TRUSTEE

Unless otherwise specified in the applicable prospectus supplement,
JPMorgan Chase Bank is to be the trustee and paying agent under each indenture
and is one of a number of banks with which Platinum and its subsidiaries
maintain banking relationships in the ordinary course of business.

CERTAIN PROVISIONS APPLICABLE TO SUBORDINATED DEBT SECURITIES

SUBORDINATION OF THE SUBORDINATED DEBT SECURITIES

The subordinated debt securities will, to the extent set forth in the
subordinated indenture, be subordinate in right of payment to the prior payment
in full of all Senior Indebtedness. In the event of:

(1) any insolvency or bankruptcy case or proceeding, or any
receivership, liquidation, reorganization or other similar case or
proceeding in connection therewith, relative to us or to our creditors, as
such, or to our assets; or

(2) any voluntary or involuntary liquidation, dissolution or other
winding up of ours, whether or not involving insolvency or bankruptcy; or

(3) any assignment for the benefit of creditors or any other
marshalling of assets and liabilities of ours;

then and in any such event the holders of Senior Indebtedness will be entitled
to receive payment in full of all amounts due or to become due on or in respect
of all Senior Indebtedness, or provision will be made for such payment in cash,
before the holders of the subordinated debt securities are entitled to receive
or retain any payment on account of principal of, or any premium or interest on,
or any additional amounts with respect to, subordinated debt securities, and to
that end the holders of Senior Indebtedness will be entitled to receive, for
application to the payment thereof, any payment or distribution of any kind or
character, whether in cash, property or securities, including any such payment
or distribution which may be payable or deliverable by reason of the payment of
any other Indebtedness of ours being subordinated to the payment of subordinated
debt securities, which may be payable or deliverable in respect of subordinated
debt securities in any such case, proceeding, dissolution, liquidation or other
winding up event.

By reason of such subordination, in the event of our liquidation or
insolvency, holders of Senior Indebtedness and holders of other obligations of
ours that are not subordinated to Senior Indebtedness may recover more, ratably,
than the holders of subordinated debt securities.

Subject to the payment in full of all Senior Indebtedness, the rights of
the holders of subordinated debt securities will be subrogated to the rights of
the holders of Senior Indebtedness to receive payments or distributions of cash,
property or securities of ours applicable to such Senior Indebtedness until the
principal of, any premium and interest on, and any additional amounts with
respect to, subordinated debt securities have been paid in full.

No payment of principal (including redemption and sinking fund payments) of
or any premium or interest on or any additional amounts with respect to the
subordinated debt securities, or payments to acquire such securities (other than
pursuant to their conversion), may be made (1) if any Senior Indebtedness of
ours is not paid when due and any applicable grace period with respect to such
default has ended and such default has not been cured or waived or ceased to
exist, or (2) if the maturity of any Senior Indebtedness of ours has been
accelerated because of a default. The subordinated indenture does not limit or
prohibit us from incurring additional Senior Indebtedness, which may include
Indebtedness that is senior to subordinated debt securities, but subordinate to
our other obligations. The senior debt securities will constitute Senior
Indebtedness under the subordinated indenture.

The term "Senior Indebtedness" means all Indebtedness of ours outstanding
at any time, except:

(1) the subordinated debt securities;

(2) Indebtedness as to which, by the terms of the instrument creating
or evidencing the same, it is provided that such Indebtedness is
subordinated to or ranks equally with the subordinated debt securities;

(3) Indebtedness of ours to an affiliate of ours;

(4) interest accruing after the filing of a petition initiating any
bankruptcy, insolvency or other similar proceeding unless such interest is
an allowed claim enforceable against us in a proceeding under federal or
state bankruptcy laws;

(5) trade accounts payable; and

(6) any Indebtedness, including all other debt securities and
guarantees in respect of those debt securities, initially issued to any
trust, partnership or other entity affiliated with us which is a financing
vehicle of ours or any Affiliate of ours in connection with an issuance by
such entity of preferred securities.

Such Senior Indebtedness will continue to be Senior Indebtedness and be
entitled to the benefits of the subordination provisions irrespective of any
amendment, modification or waiver of any term of such Senior Indebtedness.

The subordinated indenture provides that the foregoing subordination
provisions, insofar as they relate to any particular issue of subordinated debt
securities, may be changed prior to such issuance. Any such change would be
described in the related prospectus supplement.

DESCRIPTION OF THE WARRANTS TO PURCHASE
COMMON SHARES OR PREFERRED SHARES

The following statements with respect to the common share warrants and
preference share warrants are summaries of, and subject to, the detailed
provisions of a share warrant agreement to be entered into by us and a share
warrant agent to be selected at the time of issue. The particular terms of any
warrants offered by any prospectus supplement, and the extent to which the
general provisions described below may apply to the offered securities, will be
described in the prospectus supplement.

GENERAL

The share warrants, evidenced by share warrant certificates, may be issued
under the share warrant agreement independently or together with any other
securities offered by any prospectus supplement and may be attached to or
separate from such other offered securities. If share warrants are offered, the
related prospectus supplement will describe the designation and terms of the
share warrants, including without limitation the following:

- the offering price, if any;

- the aggregate number of warrants;

- the designation and terms of the common shares or preferred shares
purchasable upon exercise of the share warrants;

- if applicable, the date on and after which the share warrants and the
related offered securities will be separately transferable;

- the number of common shares or preferred shares purchasable upon exercise
of one share warrant and the initial price at which such shares may be
purchased upon exercise;

- the date on which the right to exercise the share warrants shall commence
and the date on which such right shall expire;

- a discussion of certain U.S. federal income tax considerations;

- the call provisions, if any;

- the currency, currencies or currency units in which the offering price,
if any, and exercise price are payable;

- the antidilution provisions of the share warrants; and

- any other terms of the share warrants.

The common shares or preferred shares issuable upon exercise of the share
warrants will, when issued in accordance with the share warrant agreement, be
fully paid and nonassessable.

EXERCISE OF STOCK WARRANTS

Share warrants may be exercised by surrendering to the share warrant agent
the share warrant certificate with the form of election to purchase on the
reverse thereof duly completed and signed by the warrantholder, or its duly
authorized agent (such signature to be guaranteed by a bank or trust company, by
a broker or dealer which is a member of the National Association of Securities
Dealers, Inc. or by a member of a national securities exchange), indicating the
warrantholder's election to exercise all or a portion of the share warrants
evidenced by the certificate. Surrendered share warrant certificates will be
accompanied by payment of the aggregate exercise price of the share warrants to
be exercised, as set forth in the related prospectus supplement, in lawful money
of the United States, unless otherwise provided in the related prospectus
supplement. Upon receipt thereof by the share warrant agent, the share warrant
agent will requisition from the transfer agent for the common shares or the
preferred shares, as the case may be, for issuance and delivery to or upon the
written order of the exercising warrantholder, a certificate representing the
number of common shares or preferred shares purchased. If less than all of the
share warrants evidenced by any share warrant certificate are exercised, the
share warrant agent will deliver to the exercising warrantholder a new share
warrant certificate representing the unexercised share warrants.

ANTIDILUTION AND OTHER PROVISIONS

The exercise price payable and the number of common shares or preferred
shares purchasable upon the exercise of each share warrant and the number of
share warrants outstanding will be subject to adjustment in certain events which
will be described in a prospectus supplement. These may include the issuance of
a stock dividend to holders of common shares or preferred shares, respectively,
or a combination, subdivision or reclassification of common shares or preferred
shares, respectively. In lieu of adjusting the number of common shares or
preferred shares purchasable upon exercise of each share warrant, we may elect
to adjust the number of share warrants. No adjustment in the number of shares
purchasable upon exercise of the share warrants will be required until
cumulative adjustments require an adjustment of at least 1% thereof. We may, at
our option, reduce the exercise price at any time. No fractional shares will be
issued upon exercise of share warrants, but we will pay the cash value of any
fractional shares otherwise issuable. Notwithstanding the foregoing, in case of
our consolidation, merger, or sale or conveyance of our property as an entirety
or substantially as an entirety, the holder of each outstanding share warrant
shall have the right to the kind and amount of shares of stock and

other securities and property (including cash) receivable by a holder of the
number of common shares or preferred shares into which such share warrants were
exercisable immediately prior thereto.

NO RIGHTS AS SHAREHOLDERS

Holders of share warrants will not be entitled, by virtue of being such
holders, to vote, to consent, to receive dividends, to receive notice as
shareholders with respect to any meeting of shareholders for the election of our
directors or any other matter, or to exercise any rights whatsoever as our
shareholders.

DESCRIPTION OF THE WARRANTS TO PURCHASE DEBT SECURITIES

The following statements with respect to the debt warrants are summaries
of, and subject to, the detailed provisions of a debt warrant agreement to be
entered into by us and a debt warrant agent to be selected at the time of issue.
The debt warrant agreement may include or incorporate by reference standard
warrant provisions substantially in the form of the Standard Debt Warrant
Provisions filed as an exhibit to the registration statement of which this
prospectus forms a part. The particular terms of any warrants offered by any
prospectus supplement, and the extent to which the general provisions described
below may apply to the offered securities, will be described in the prospectus
supplement.

GENERAL

The debt warrants, evidenced by debt warrant certificates, may be issued
under the debt warrant agreement independently or together with any other
securities offered by any prospectus supplement and may be attached to or
separate from such other offered securities. If debt warrants are offered, the
related prospectus supplement will describe the designation and terms of the
debt warrants, including without limitation the following:

- the offering price, if any;

- the aggregate number of debt warrants;

- the designation, aggregate principal amount and terms of the debt
securities purchasable upon exercise of the debt warrants;

- if applicable, the date on and after which the debt warrants and the
related offered securities will be separately transferable;

- the principal amount of debt securities purchasable upon exercise of one
debt warrant and the price at which such principal amount of debt
securities may be purchased upon exercise;

- the date on which the right to exercise the debt warrants shall commence
and the date on which such right shall expire;

- a discussion of certain U.S. federal income tax considerations;

- whether the warrants represented by the debt warrant certificates will be
issued in registered or bearer form;

- the currency, currencies or currency units in which the offering price,
if any, and exercise price are payable;

- the antidilution provisions of the debt warrants; and

- any other terms of the debt warrants.

Warrantholders will not have any of the rights of holders of debt
securities, including the right to receive the payment of principal of, any
premium or interest on, or any additional amounts with respect to, the debt
securities or to enforce any of the covenants of the debt securities or the
applicable indenture except as otherwise provided in the applicable indenture.

EXERCISE OF DEBT WARRANTS

Debt warrants may be exercised by surrendering the debt warrant certificate
at the office of the debt warrant agent, with the form of election to purchase
on the reverse side of the debt warrant certificate properly completed and
executed (with signature(s) guaranteed by a bank or trust company, by a broker
or dealer which is a member of the National Association of Securities Dealers,
Inc. or by a member of a national securities exchange), and by payment in full
of the exercise price, as set forth in the related prospectus supplement. Upon
the exercise of debt warrants, we will issue the debt securities in authorized
denominations in accordance with the instructions of the exercising
warrantholder. If less than all of the debt warrants evidenced by the debt
warrant certificate are exercised, a new debt warrant certificate will be issued
for the remaining number of debt warrants.

DESCRIPTION OF THE PURCHASE CONTRACTS AND THE PURCHASE UNITS

We may issue purchase contracts, obligating holders to purchase from us,
and obligating us to sell to the holders, a specified number of our common
shares, preferred shares, debt securities or securities of third parties, a
basket of such securities, an index or indices of such securities or any
combination of the above, as specified in the applicable prospectus supplement,
at a future date or dates. The price per security may be fixed at the time the
purchase contracts are issued or may be determined by reference to a specific
formula set forth in the purchase contracts and to be described in the
applicable prospectus supplement. The purchase contracts may be issued
separately or as a part of purchase units consisting of a purchase contract and,
as security for the holder's obligations to purchase the securities under the
purchase contracts, either:

(1) our senior debt securities or our subordinated debt securities;

(2) our preferred shares; or

(3) debt obligations of third parties, including U.S. Treasury
securities.

The applicable prospectus supplement will specify the securities that will
secure the holder's obligations to purchase securities under the applicable
purchase contract. Unless otherwise described in a prospectus supplement, the
securities related to the purchase contracts securing the holders' obligations
to purchase securities will be pledged to a collateral agent, for our benefit,
under a pledge agreement. The pledged securities will secure the obligations of
holders of purchase contracts to purchase securities under the related purchase
contracts. The rights of holders of purchase contracts to the related pledged
securities will be subject to our security interest in those pledged securities.
That security interest will be created by the pledge agreement. No holder of
purchase contracts will be permitted to withdraw the pledged securities related
to such purchase contracts from the pledge arrangement except upon the
termination or early settlement of the related purchase contracts. Subject to
that security interest and the terms of the purchase contract agreement and the
pledge agreement, each holder of a purchase contract will retain full beneficial
ownership of the related pledged securities.

The purchase contracts may require us to make periodic payments to the
holders of the purchase units or vice versa, and such payments may be unsecured
or prefunded on some basis. The purchase contracts may require holders to secure
their obligations in a specified manner and in certain circumstances we may
deliver newly issued prepaid purchase contracts upon release to a holder of any
collateral securing such holder's obligations under the original purchase
contract.

The applicable prospectus supplement will describe the terms of any
purchase contracts or purchase units and, if applicable, prepaid purchase
contracts.

Except as described in a prospectus supplement, the collateral agent will,
upon receipt of distributions on the pledged securities, distribute those
payments to us or a purchase contract agent, as provided in the pledge
agreement. The purchase contract agent will in turn distribute payments it
receives as provided in the purchase contract.

SELLING SHAREHOLDERS

The selling shareholders may from time to time on one or more occasions
offer and sell any or all of their common shares that are registered under this
prospectus. The registration of the selling shareholders' common shares does not
necessarily mean that the selling shareholders will offer or sell any of their
shares.

The selling shareholders may sell, transfer or otherwise dispose of some or
all of their common shares, including common shares and other securities of
Platinum not covered by this prospectus, in transactions exempt from the
registration requirements of the Securities Act of 1933, including in
open-market transactions in reliance on Rule 144 under the Securities Act. We
will update, amend or supplement this prospectus from time to time to update the
disclosure in this section as may be required.

All expenses incurred with the registration of Platinum common shares owned
by the selling shareholders will be borne by us; provided that we will not be
obligated to pay any legal expenses of the selling shareholders in connection
with such registration.

The following table sets forth information as of March 1, 2004 regarding
beneficial ownership of common shares and the applicable voting rights attached
to such share ownership in accordance with our Bye-laws by the selling
shareholder that may offer common shares pursuant to this registration
statement.

BENEFICIAL OWNERSHIP OF SELLING BENEFICIAL OWNERSHIP OF
SHAREHOLDERS PRIOR TO THE NUMBER OF SELLING SHAREHOLDERS AFTER
OFFERING(S)(1) COMMON THE OFFERING(S)(1)
-------------------------------- SHARES --------------------------
NAME AND ADDRESS OF BENEFICIAL OWNER NUMBER PERCENTAGE(4) OFFERED NUMBER PERCENTAGE(4)
------------------------------------ ------------- ---------------- --------- --------- --------------

The St. Paul Travelers Companies, 12,000,000(2) 24.4
Inc. (formerly The St. Paul
Companies, Inc.).................
385 Washington Street
St. Paul, Minnesota 55102
RenaissanceRe Holdings Ltd....... 6,460,000(3) 14.1
Renaissance House
8-12 East Broadway
Pembroke HM 19
Bermuda

---------------

For a description of the relationships between St. Paul, RenaissanceRe and us,
see "Related Party Transactions."
(1) Our Bye-laws contain provisions limiting the total voting power of
shareholders owning specified percentages of our common shares. See
"Description of Our Share Capital."

(2) The security holders are St. Paul and its wholly owned subsidiaries St. Paul
Fire and Marine Insurance Company ("St. Paul Fire and Marine") and St. Paul
Reinsurance Company Limited. Amounts include 6,000,000 common shares of
which St. Paul Fire and Marine is the record owner and a total of 6,000,000
common shares issuable to St. Paul and St. Paul Reinsurance Company Limited
upon exercise of options. See "Related Party Transactions."

(3) Amounts include 2,500,000 common shares issuable to RenaissanceRe upon
exercise of options. See "Related Party Transactions."

(4) Calculated on the basis of 43,250,375 common shares outstanding, plus in the
case of St. Paul 6,000,000 common shares issuable to St. Paul and St. Paul
Reinsurance Company Limited upon exercise of options which are deemed to be
outstanding for this purpose, and in the case of RenaissanceRe 2,500,000
common shares issuable to RenaissanceRe upon exercise of options which are
deemed to be outstanding for this purpose.

RELATED PARTY TRANSACTIONS

TRANSACTIONS WITH ST. PAUL AND ITS SUBSIDIARIES

Concurrently with the completion of the Company's initial public offering
on November 1, 2002, the Company issued 6,000,000 common shares (or 14% of the
then outstanding common shares) to St. Paul in a private placement pursuant to
the Formation Agreement. The voting power of these common shares is limited to
9.9% of the voting power of the outstanding common shares, pursuant to the
Bye-laws of the Company. St. Paul also received an option to purchase up to
6,000,000 additional common shares at any time during the ten years following
the Company's initial public offering at a price of $27.00 per share (the "St.
Paul Option"). In return for the common shares and the St. Paul Option, St. Paul
contributed to the Company cash in the amount of $122 million and substantially
all of the 2002 reinsurance business and related assets of the reinsurance
underwriting segment of St. Paul ("St. Paul Re"), including all of the
outstanding capital stock of Platinum US. Among the fixed assets transferred
were furniture, equipment, systems and software, and the intangible assets
included broker lists, contract renewal rights and licenses. The Formation
Agreement contains provisions regarding indemnification of each of St. Paul and
the Company by the other, restrictions on St. Paul regarding competition with
the Company and the transfer or acquisition of common shares in certain
circumstances, and requirements relating to pre-emptive rights and participation
in common share buy-back programs. The Formation Agreement provided that the
Company and its subsidiaries enter into several agreements with St. Paul and its
subsidiaries, as described below.

The Company entered into a Registration Rights Agreement with St. Paul as
of November 1, 2002 and a related letter agreement dated March 22, 2004,
pursuant to which St. Paul has the right to require the Company, subject to
certain specified exceptions, on three occasions to register under the
Securities Act, any common shares owned by St. Paul or its affiliates for sale
in a public offering. Pursuant to this agreement, the Company has also agreed to
use its reasonable best efforts to enable St. Paul from and after the third
anniversary of the completion of the Company's initial public offering to
distribute the common shares it beneficially owns in an offering on a continuous
or delayed basis pursuant to a registration statement under the Securities Act.
After November 1, 2007, St. Paul will have the right to an additional two demand
registrations if St. Paul beneficially owns more than 9.9% of the common shares
then outstanding. Each demand must include a number of common shares with a
market value equal to at least $50 million, except that this limitation will not
apply to St. Paul's last demand registration. Pursuant to the letter agreement,
each of St. Paul and the Company have agreed that their respective rights,
duties and obligations with regard to the registration, offering and sale of St.
Paul's common shares under the registration statement of which this prospectus
forms a part shall be as if the registration statement had been filed pursuant
to a demand request under the Registration Rights Agreement.

Certain subsidiaries of the Company entered into several quota share
retrocession agreements with subsidiaries of St. Paul, pursuant to which St.
Paul's subsidiaries transferred the liabilities, related assets and rights and
risks under substantially all of the reinsurance contracts entered into by St.
Paul's subsidiaries on or after January 1, 2002, excluding certain liabilities
relating to the flooding in Europe in August 2002 and business underwritten in
London for certain financial services companies (the "Quota Share Retrocession
Agreements"). These agreements provided for the transfer to subsidiaries of the
Company of cash and other assets aggregating approximately $485,687,000, which
represents substantially all of the existing 2002 underwriting year loss
reserves, excluding certain liabilities retained by St. Paul, allocated loss
adjustment expense reserves, other reserves related to non-traditional
reinsurance treaties, unearned premium reserves (subject to agreed upon
adjustments) and other related reserves, which relate to contracts entered into
on and after January 1, 2002, as of the date of the transfer and 100% of future
premiums (less any ceding commission under the Quota Share Retrocession
Agreements) associated with the transferred reinsurance contracts relating to
periods after the date of the transfer. Trusts have been established and funded
to secure Platinum US's retrocession obligations to St. Paul's subsidiaries.

Platinum US and St. Paul Fire and Marine Insurance Company, a wholly owned
subsidiary of St. Paul ("St. Paul Fire and Marine"), entered into a US
Underwriting Management Agreement dated as of November 1, 2002. Pursuant to this
agreement, Platinum US has authority to write renewals of certain non-
29

traditional reinsurance contracts for a period of three years on behalf of St.
Paul Fire and Marine or Mountain Ridge Insurance Company, a wholly owned
subsidiary of St. Paul. Platinum US bears all the expenses incurred in
underwriting and administering the non-traditional business that it reinsures.
St. Paul Fire and Marine is required to pay the direct and reasonable indirect
costs of non-traditional business not reinsured by Platinum US. Platinum UK and
St. Paul Reinsurance Company Limited ("St. Paul Re UK") entered into a similar
agreement dated as of November 1, 2002 providing Platinum UK with substantially
the same rights to underwrite business on behalf of St. Paul Re UK.

In addition, St. Paul Re UK, St. Paul Management Limited and Platinum UK
entered into a UK Business Transfer Agreement under which Platinum UK acquired
the reinsurance business of St. Paul Re UK, together with the associated
customer lists and goodwill (other than the assumption of liability for, or the
management of, existing reinsurance contracts entered into by St. Paul Re UK on
or prior to November 1, 2002). Platinum UK is entitled to write reinsurance
business for its own account and benefit in succession to St. Paul Re UK. In
consideration for the transfer, a portion of the St. Paul Option, covering
894,260 common shares with an aggregate exercise price of $8,119,881, was
allocated to St. Paul Re UK.

The Company and Platinum UK entered into Master Services Agreements with
St. Paul and St. Paul Re UK pursuant to which St. Paul and its subsidiaries
provide certain services, including accounting, payroll administration, human
resources management and systems support, at cost until the Company and Platinum
UK deem it no longer necessary. Both of these Master Services Agreements, which
originally were scheduled to terminate on June 30, 2003, were amended by the
parties to terminate on June 30, 2004 with respect to certain services. The
Company and Platinum UK are required to pay St. Paul and St. Paul Re UK a total
of $181,506 for services provided in 2003 under the Master Services Agreements.
The Company and Platinum UK also entered into Run-off Services Agreements with
St. Paul and St. Paul Re UK, pursuant to which the Company and Platinum UK, for
a period of up to two years following completion of the Company's initial public
offering, provide St. Paul and St. Paul Re UK with specified services at cost in
administering the run-off of certain reinsurance contracts. St. Paul and St.
Paul Re UK paid the Company and Platinum UK approximately $605,236 for services
provided in 2003 under the Run-off Services Agreements.

Pursuant to the Employee Benefits and Compensation Matters Agreement, St.
Paul transferred certain of its employees to Platinum US. The agreement provides
for the allocation of assets and liabilities and certain other agreements with
respect to employee compensation and benefit plans. The agreement provides that
St. Paul will reimburse Platinum US pro rata for any retention bonuses that are
paid to certain employees of the Company.

Platinum UK is a party to a sublease agreement with St. Paul Re UK under
which Platinum UK subleases office space in London at a rate equivalent to St.
Paul's cost. A total of $710,000 is payable under this agreement for 2003.

Platinum US entered into an Aggregate Excess of Loss Retrocession Agreement
with Mountain Ridge Insurance Company, a St. Paul subsidiary, on June 11, 2003.
This Agreement related to an underlying agreement with Liberty Mutual which, in
turn, was reinsured by Platinum US under a 100% Quota Share Retrocession
Agreement with Mountain Ridge Insurance Company.

Platinum US has entered into several novation and other agreements with St.
Paul and various ceding insurance companies, whereby Platinum has replaced St.
Paul as the reinsurer on the respective contracts. In certain cases, these
contracts were originally issued by St. Paul Fire and Marine because Platinum US
was not authorized as a reinsurer in Wisconsin. Several novation agreements were
entered into after Platinum US became authorized in Wisconsin.

Platinum UK entered into an Excess of Loss Reinsurance contract with XL Re
on July 1, 2003 that replaced an existing contract between XL Re and St Paul.
This contract includes a provision whereby St. Paul receives a commission as
compensation for forfeiting a $5.65 million deficit premium that would have been
paid to St. Paul if the existing contract had simply been terminated.

Platinum Bermuda is one of several reinsurers participating on five
excess-of-loss reinsurance contracts and a variable quota share reinsurance
contract with certain subsidiaries of St. Paul relating to contract surety
30

business. Platinum Bermuda expects to receive approximately $4.6 million in
premium under these contracts in 2004.

TRANSACTIONS WITH RENAISSANCERE AND ITS SUBSIDIARIES

Concurrently with the completion of the Company's initial public offering,
the Company sold 3,960,000 common shares to RenaissanceRe at a price of $22.50
per share less the underwriting discount (the "RenaissanceRe Investment") in a
private placement pursuant to the Investment Agreement. In addition,
RenaissanceRe received an option to purchase up to 2,500,000 additional common
shares at any time during the ten years following the Company's initial public
offering at a purchase price of $27.00 per share. The Investment Agreement
provides that, for so long as RenaissanceRe beneficially owns common shares
representing at least 62.5% of the common shares purchased pursuant to the
Investment Agreement, one qualified person designated by RenaissanceRe, who is
reasonably acceptable to the Company, but not an officer, director or employee
of RenaissanceRe or any of its subsidiaries, will be nominated by the Company
for election as a director of the Company at each shareholder meeting at which
directors are elected and the Company shall use commercially reasonable efforts
to cause this director's appointment to the Executive Committee and, subject to
applicable law, rules or regulations, the Governance Committee of the Board of
Directors of the Company. The Investment Agreement also provides that, for so
long as RenaissanceRe beneficially owns common shares representing at least
62.5% of the common shares purchased pursuant to the Investment Agreement,
RenaissanceRe will have the right to designate a representative to attend (but
not to vote at) meetings of the Board of Directors and to receive notices,
agendas, minutes and all other materials distributed to participants at such
meetings.

The Company and RenaissanceRe entered into a Transfer Restrictions,
Registration Rights and Standstill Agreement as of November 1, 2002, pursuant to
which, prior to November 1, 2003, RenaissanceRe could not transfer any interest
in the common shares it purchased pursuant to the Investment Agreement except
under certain conditions. Under this agreement, RenaissanceRe has the right to
require the Company, subject to certain specified exceptions, on four occasions
to register under the Securities Act any Common Shares owned by RenaissanceRe or
its affiliates for sale in a public offering beginning as of November 1, 2003.
The Company has also agreed to use its reasonable best efforts to enable
RenaissanceRe, from and after the third anniversary of the completion of the
Company's initial public offering, to distribute the common shares it
beneficially owns in an offering on a continuous or delayed basis pursuant to a
registration statement under the Securities Act. After November 1, 2007,
RenaissanceRe will have the right to an additional two demand registrations if
RenaissanceRe beneficially owns more than 9.9% of the common shares then
outstanding. Each demand must include a number of common shares with a market
value equal to at least $50 million, except that this limitation will not apply
to RenaissanceRe's last demand registration. This agreement also contains
provisions regarding indemnification of each of RenaissanceRe and the Company by
the other, restrictions on RenaissanceRe regarding the acquisition of common
shares in certain circumstances, and requirements relating to pre-emptive rights
and participation in common share buy-back programs.

The Company entered into a five-year Services and Capacity Reservation
Agreement with RenaissanceRe, effective October 1, 2002, pursuant to which
RenaissanceRe provides services to the subsidiaries of the Company in connection
with its property catastrophe book of business. At the Company's request,
RenaissanceRe will analyze the Company's property catastrophe treaties and
contracts and will assist the Company in measuring risk and managing the
Company's aggregate catastrophe exposures. Based upon such analysis,
RenaissanceRe will furnish quotations at the Company's request for rates for
non-marine property catastrophe retrocessional coverage with aggregate limits up
to $100 million annually, either on an excess-of-loss or proportional basis. The
Company and RenaissanceRe may then enter into retrocessional agreements on the
basis of the quotations. The fee for the coverage commitment and the services
provided by RenaissanceRe under this agreement is $4 million at inception and at
each anniversary, adjusted to 3.5% of the Company's gross written non-marine
non-finite property catastrophe premium for the previous annual period, if and
to the extent such amount is greater than the fee paid in such previous annual
period. Either party may terminate this agreement if the other is deemed
impaired or insolvent by applicable regulatory or judicial authorities or is

the subject of conservation, rehabilitation, liquidation, bankruptcy or similar
insolvency proceedings. The Company paid a total of $4 million to RenaissanceRe
pursuant to this agreement for 2003.

Platinum Bermuda and Platinum US have each entered into substantially
similar Referral Agreements with Renaissance Underwriting Managers Ltd. ("RUM"),
a subsidiary of RenaissanceRe, effective November 1, 2002 (collectively, the
"Referral Agreements"), pursuant to which RUM provides referrals of treaty and
facultative reinsurance contracts to Platinum Bermuda and Platinum US (the
"Referred Contracts"). Under the Referral Agreements, Platinum Bermuda and
Platinum US each have the opportunity to quote on Referred Contracts that would
not otherwise be presented to Platinum Bermuda or Platinum US in the normal
course. Under each of the Referral Agreements, Platinum Bermuda and Platinum US
pay RUM an annual finder's fee and, in certain circumstances, a profit
commission for Referred Contracts actually bound by Platinum Bermuda or Platinum
US in accordance with formulas set forth in the Referral Agreements. Under the
Referral Agreements, RUM may elect, at the time it refers a Referred Contract,
to cause Platinum Bermuda or Platinum US to retrocede up to 30% of such Referred
Contract actually bound by Platinum Bermuda or Platinum US (the "RenRe Retro
Share"). The finder's fee and any profit commission due to RUM under each
Referral Agreement is reduced by the amount of the RenRe Retro Share. The RenRe
Retro Share may be subject to an aggregate loss ratio cap that will limit the
maximum liability of RenaissanceRe to 225% of Gross Premium Written (as defined
in the Referral Agreement) for each annual period. The Referral Agreements
expire on October 31, 2007. No amounts were paid to RUM by Platinum US under its
Referral Agreement in 2003. Platinum Bermuda paid RUM $400,283 under its
Referral Agreement in 2003.

Platinum US entered into an Excess of Loss Contract with RenaissanceRe
effective as of June 11, 2003, where the loss index is based on a property
catastrophe program purchased by Platinum US. Under this contract, RenaissanceRe
is liable for 50% of all premiums (plus a 2% override) and is entitled to 50% of
any loss recoveries under the indexed property catastrophe program.

Platinum US is party to two property catastrophe excess of loss programs
with the Glencoe Group of Companies, which are affiliates of RenaissanceRe.
Platinum has a 5% participation across four layers of reinsurance on one program
and a 15% participation on the other program.

CERTAIN TAX CONSIDERATIONS

The following discussion of the taxation of Platinum Holdings, Platinum US,
Platinum UK, Platinum Bermuda and Platinum Ireland and the taxation of our
shareholders is based upon current law. Legislative, judicial or administrative
changes may occur which could affect this discussion, possibly on a retroactive
basis. This discussion does not address special classes of shareholders, such as
shareholders that own directly, or indirectly through certain foreign entities
or through the constructive ownership rules of the Code, 10% or more of the
voting power or value of Platinum Holdings. Except for matters where it is
explicitly stated that we will not receive an opinion of counsel, the statements
as to U.S. federal income tax law set forth below are the opinion of Dewey
Ballantine LLP, our U.S. counsel, as to such tax laws (subject to the
qualifications, assumptions and factual determinations set forth in such
statements). The statements as to Bermuda tax law set forth below are the
opinion of Conyers, Dill & Pearman, our Bermuda counsel, as to such tax laws
(subject to the qualifications and assumptions set forth in such statements).
The statements as to U.K. tax law set forth below are the opinion of Slaughter
and May, our U.K. counsel, as to such tax laws (subject to the qualifications
and assumptions set forth in such statements). The statements as to Irish tax
law set forth below are the opinion of A. & L. Goodbody, our Irish counsel, as
to such tax laws (subject to the qualifications and assumptions set forth in
such statements). You are urged to consult your tax advisor as to the tax
consequences of ownership and disposition of the offered securities. This
discussion is limited to the tax consequences of ownership and disposition of
common shares. Tax considerations applicable to other types of securities will
be described in the related prospectus supplement.

TAXATION OF THE COMPANY, PLATINUM US, PLATINUM UK, PLATINUM BERMUDA AND PLATINUM
IRELAND BERMUDA

Under current Bermuda law, there is no income tax, capital gains tax or
withholding tax payable by us or Platinum Bermuda. Platinum Holdings and
Platinum Bermuda have received from the Bermuda Minister of Finance a standard
assurance under Bermuda's Exempted Undertakings Tax Protection Act 1966, to the
effect that in the event any legislation is enacted in Bermuda imposing any 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 shall not be applicable to Platinum Holdings,
Platinum Bermuda, or any of their operations or the shares, debentures or other
obligations of Platinum Holdings or Platinum Bermuda, until 2016. This assurance
is subject to the proviso that it is not construed so as to prevent the
application of any tax or duty to such persons as are ordinarily resident in
Bermuda (Platinum Holdings and Platinum Bermuda are not currently so affected)
or to prevent the application of any tax payable in accordance with the
provisions of the Land Tax Act 1967 of Bermuda or otherwise payable in relation
to the property leased to us or Platinum Bermuda.

UNITED STATES FEDERAL INCOME TAXATION

We have structured and operated Platinum Holdings, Platinum UK, Platinum
Bermuda and Platinum Ireland in such a manner that they will not be considered
to be conducting a trade or business within the U.S. for purposes of U.S.
federal income taxation. Whether business is being conducted in the U.S. is an
inherently factual determination depending on such matters as (i) the size and
substance of the offices of our non-U.S. subsidiaries, (ii) whether employees of
non-U.S. subsidiaries make binding decisions while physically present in the
U.S., (iii) the number of employees permanently located in the offices of our
non-U.S. subsidiaries, and the levels of their managerial importance and (iv)
the situs of meetings of our board of directors and the boards of directors of
our non-U.S. subsidiaries. Because of the factual nature of these matters and
because definitive identification of activities which constitute being engaged
in a trade or business in the U.S. is not provided by the Code or regulations or
court decisions, counsel will not render an opinion regarding whether these
entities are to be deemed to be conducting business in the U.S. The IRS might
successfully contend that Platinum Holdings, Platinum UK, Platinum Bermuda
and/or Platinum Ireland is engaged in a trade or business in the U.S. A foreign
corporation deemed to be engaged in a U.S. trade or business is subject to U.S.
federal income tax, as well as branch profits tax in certain circumstances, on
its income which is treated as effectively connected with the conduct of that
trade or business unless the corporation is entitled to relief under the
permanent establishment provision of an applicable tax treaty, as discussed
below. Such income tax, if imposed, would be based on effectively connected
income computed in a manner generally analogous to that applied to the income of
a domestic corporation, except that a foreign corporation is entitled to
deductions and credits only if it files a U.S. income tax return. Under
regulations, the foreign corporation would be entitled to deductions and credits
for the taxable year only if the return for that year is timely filed under
rules set forth therein. Penalties may be assessed for failure to file tax
returns. Platinum Holdings and Platinum Bermuda have filed protective U.S.
federal income tax returns. The federal tax rates currently are a maximum of 35%
for a corporation's effectively connected income and 30% for branch profits tax.
The branch profits tax is imposed on net income after subtracting the regular
corporate tax and making certain other adjustments.

Under the income tax treaty between Bermuda and the United States, Platinum
Bermuda is not subject to United States income tax on any net premium income
found to be effectively connected with a U.S. trade or business unless that
trade or business is conducted through a permanent establishment in the United
States. It is unclear whether the Bermuda treaty is equally applicable to
investment income. Because of the factual nature of, and the lack of definitive
parameters for determining the existence of, a permanent establishment and the
lack of clarity in the Bermuda treaty with respect to its applicability to
investment income, counsel will not render an opinion with respect to whether
Platinum Bermuda will have a permanent establishment in the U.S. or whether the
Bermuda treaty protects investment income not attributable to a U.S. permanent

establishment from U.S. taxation. Further, Platinum Bermuda is not entitled to
the benefits of the Bermuda treaty unless:

- more than 50% of Platinum Bermuda's stock is beneficially owned, directly
or indirectly, by Bermuda residents or U.S. citizens or residents, and

- Platinum Bermuda's income is not used in substantial part to make
disproportionate distributions to, or to meet certain liabilities to,
persons who are not Bermuda residents or U.S. citizens or residents.

Under the income tax treaty between the United Kingdom and the U.S. (the
"U.K. Treaty"), Platinum UK will not be subject to United States income tax on
any income found to be effectively connected with a U.S. trade or business
unless that trade or business is conducted through a permanent establishment in
the U.S. Platinum UK will be entitled to the benefits of the U.K. Treaty if:

- During at least half of the days during the relevant taxable period, at
least 50% of Platinum UK's stock is beneficially owned, directly or
indirectly, by citizens or residents of the U.S. and the U.K., and
Platinum UK's income is not used in substantial part to make certain
payments, or to meet certain liabilities to, persons who are not U.S. or
U.K. residents; or

- With respect to specific items of income, profit or gain derived from the
U.S., if such income, profit or gain is considered to be derived in
connection with, or incidental to, Platinum UK's business conducted in
the U.K.

Under the income tax treaty between Ireland and the United States (the
"Irish Treaty"), Platinum Ireland is not subject to United States income tax on
any income determined to be effectively connected with a U.S. trade or business
unless that trade or business is conducted through a permanent establishment in
the U.S. Platinum Ireland will generally be entitled to the benefits of the
Irish treaty if at least 50 percent of the shares of Platinum Holdings, measured
by both vote and value, are owned by U.S. citizens or residents. Because of the
factual nature of, and the lack of definitive parameters for, determining the
existence of a permanent establishment, counsel will not render an opinion with
respect to whether Platinum Ireland will have a permanent establishment in the
U.S.

Foreign corporations not engaged in a trade or business in the U.S. are
nonetheless subject to U.S. withholding tax at a rate of 30% of the gross amount
of certain "fixed or determinable annual or periodical gains, profits and
income" derived from sources within the U.S. (such as dividends and certain
interest on investments), subject to reduction by applicable treaties. Dividends
paid by Platinum Finance to Platinum Ireland will be subject to withholding at a
rate of 5%, provided that Platinum Ireland is entitled to the benefits of the
Irish Treaty as described above and certain other requirements are met. If
Platinum Ireland is not entitled to the benefits of the Irish Treaty and/or
certain other requirements are not met, dividends paid by Platinum Finance to
Platinum Ireland will be subject to withholding at a rate of 30%.

The U.S. also imposes an excise tax on insurance and reinsurance premiums
paid to foreign insurers or reinsurers with respect to risks located in the U.S.
the rate of tax applicable to premiums paid to Platinum Bermuda is 1% for
reinsurance premiums. The excise tax does not apply to premiums paid to Platinum
UK, provided that Platinum UK is entitled to the benefits of the UK Treaty and
certain other requirements are met.

Platinum Finance and Platinum US are U.S. corporations and are subject to
taxation in the U.S. at regular corporate rates.

THE UNITED KINGDOM

Platinum UK is a U.K. resident company which will be subject to corporation
tax in the United Kingdom on its worldwide profits. The current rate of U.K.
taxation applicable to U.K. resident corporations is generally 30%. Currently,
no U.K. withholding tax applies to dividends paid by Platinum UK.

IRELAND

Under relevant case law and practice a company is resident in Ireland for
tax purposes if its central management and control is, as a matter of fact,
located in Ireland. It is assumed, for the purposes of the material under this
heading, that Platinum Ireland is resident in Ireland for tax purposes.

Platinum Ireland is subject to Irish corporate tax on its worldwide income.
Dividends received by it from Platinum Finance and Platinum UK are subject to
Irish corporate tax (at the current applicable rate of 25%) subject to any
available relief under the double tax treaties Ireland has with the United
States and the United Kingdom.

Platinum Ireland will generally be entitled to the benefits of the Irish
Treaty if at least 50% of the shares of Platinum Holdings, measured by both vote
and value, are owned by US citizens or residents. Assuming that Platinum Ireland
is entitled to the benefits of the Irish Treaty in respect of dividends from
Platinum Finance, it would be entitled to a credit against Irish corporation tax
on the dividends for US tax imposed on the profits out of which the dividends
are declared. Alternatively, relief for US tax may be available under Irish
domestic law.

Assuming that Platinum Ireland is entitled to the benefits of the tax
treaty between Ireland and the United Kingdom in respect of dividends received
from Platinum UK it would be entitled to a credit against Irish corporation tax
on the dividends for UK tax imposed on the profits out of which the dividends
are declared.

Platinum Ireland is subject to Irish corporate tax on any trading income at
a rate of 12.5%.

Platinum Ireland will be exempt from the Irish capital duty of 1% (on the
value of share capital issued by it) because it is a unlimited liability
company.

TAXATION OF SHAREHOLDERS

BERMUDA TAXATION

Currently, there is no Bermuda withholding tax on dividends paid by us or
Platinum Bermuda.

UNITED STATES TAXATION OF U.S. AND NON-U.S. SHAREHOLDERS

U.S. SHAREHOLDERS

General. The following discussion is the opinion of Dewey Ballantine LLP,
our U.S. tax counsel, as to the material U.S. federal income tax consequences
relating to the acquisition, ownership and disposition of common shares if you
are a beneficial owner of common shares and you are:

- a citizen or resident of the U.S.;

- a domestic corporation;

- an estate whose income is subject to U.S. federal income tax regardless
of its source; or

- a trust if a U.S. court can exercise primary supervision over the trust's
administration and one or more U.S. persons are authorized to control all
substantial decisions of the trust. This discussion applies to you only
if you purchase your common shares in this offering and hold your common
shares as capital assets. This discussion does not deal with the tax
consequences applicable to all categories of investors, some of which
(such as broker-dealers, investors who hold common shares as part of
hedging or conversion transactions and investors whose functional
currency is not the U.S. dollar) may be subject to special rules.
Prospective investors are advised to consult their own tax advisers with
respect to their particular circumstances and with respect to the effects
of U.S. federal, state, local or other laws to which they may be subject.

Dividends. Distributions with respect to your common shares will be
treated as ordinary dividend income to the extent of the Company's current or
accumulated earnings and profits as determined for

U.S. federal income tax purposes, subject to the discussion below relating to
the potential application of the "controlled foreign corporation", "related
person insurance income", or "passive foreign investment company" rules. Such
dividends will not be eligible for the dividends-received deduction allowed to
U.S. corporations under the Code. Any such dividends received by individual U.S.
holders generally are subject to a reduced maximum tax rate through December 31,
2008 of 15%. The rate reduction does not apply to dividends received in respect
of short-term or hedged positions in the common shares and in certain other
situations. In addition, the rate reduction does not apply to passive foreign
investment companies. The amount of any distribution in excess of our current
and accumulated earnings and profits will not be treated as dividend income and
will first be applied to reduce your tax basis in the common shares, and any
amount in excess of tax basis will be treated as gain from the sale or exchange
of your common shares.

Classification of Platinum Holdings, Platinum UK, Platinum Bermuda or
Platinum Ireland as a Controlled Foreign Corporation. Each "United States
shareholder" of a foreign corporation that is a "controlled foreign corporation"
("CFC") for an uninterrupted period of 30 days or more during a taxable year,
and who owns shares in the CFC directly or indirectly through foreign entities
on the last day of the CFC's taxable year must include in its gross income for
U.S. federal income tax purposes its pro rata share of the CFC's "subpart F
income", even if the subpart F income is not distributed. If Platinum Holdings,
Platinum Bermuda, Platinum Ireland and/or Platinum UK is deemed to be a CFC,
substantially all of Platinum Holdings' income and that of each of Platinum
Bermuda and Platinum Ireland will be subpart F income. Any U.S. corporation,
citizen, resident or other U.S. person who owns, directly or indirectly through
foreign persons, or is considered to own (by application of the rules of
constructive ownership set forth in Code section 958(b), applying to family
members, partnerships, estates, trusts or controlled corporations or holders of
certain options, including for these purposes, holders of our equity security
units) 10% or more of the total combined voting power of all classes of stock of
the foreign corporation will be considered to be a "United States shareholder".
A foreign insurance company such as Platinum UK or Platinum Bermuda is treated
as a CFC (other than for purposes of related person insurance income, as
described below) only if its "United States shareholders" collectively own more
than 25% of the total combined voting power or total value of the corporation's
stock. Because of the limitations on concentration of voting power of our common
shares, the dispersion of our share ownership among holders other than St. Paul
and its subsidiaries, and the restrictions on transfer, issuance or repurchase
of common shares, you should not be subject to treatment as a United States
shareholder of a CFC. However, these prophylactic provisions have not been
tested in court and it is possible that they could be challenged by the Internal
Revenue Service and found to be ineffective in preventing CFC status from
arising. Because our Bye-laws provide that no single shareholder (including St.
Paul) is permitted to hold as much as 10% of the total combined voting power of
Platinum Holdings, shareholders of Platinum Holdings should not be viewed as
United States shareholders of a CFC for purposes of these rules. Again, there
can be no assurance that these ownership limitations will be effective. Assuming
they are effective, however, neither the indirect foreign tax credit nor the
intercompany dividends received deduction attributable to U.S. source income
will be available to U.S. corporate holders of the common shares who, absent
such provision, would qualify therefor.

RPII Companies. Different definitions of "United States shareholder" and
"controlled foreign corporation" are applicable in the case of a foreign
corporation which earns "related person insurance income" ("RPII"). RPII is
defined in Code section 953(c)(2) as any "insurance income" attributable to
policies of insurance or reinsurance with respect to which the person (directly
or indirectly) insured is a "United States shareholder" or a "related person" to
such a shareholder. In general, and subject to certain limitations, "insurance
income" is income (including premium and investment income) attributable to the
issuing of any insurance or reinsurance contract in connection with risks
located in a country other than the country under the laws of which the
controlled foreign corporation is created or organized and which would be taxed
under the portions of the Code relating to insurance companies if the income
were the income of a domestic insurance company.

The term "related person" for this purpose means someone who controls or is
controlled by the United States shareholder or someone who is controlled by the
same person or persons which control the United States shareholder. "Control" is
measured by either more than 50% in value or more than 50% in voting power

of stock, applying constructive ownership principles similar to the rules of
section 958 of the Code. A corporation's pension plan is ordinarily not a
"related person" with respect to the corporation unless the pension plan owns,
directly or indirectly through the application of constructive ownership rules
similar to those contained in section 958, more than 50%, measured by vote or
value, of the stock of the corporation. For purposes of inclusion of Platinum
UK's or Platinum Bermuda's RPII in the income of United States shareholders,
unless an exception applies, the term "United States shareholder" includes all
U.S. persons who own, directly or indirectly, any amount (rather than 10% or
more) of Platinum UK's or Platinum Bermuda's stock. Platinum UK or Platinum
Bermuda will be treated as a controlled foreign corporation for RPII purposes if
such persons collectively own directly, indirectly or constructively 25% or more
of the stock of Platinum UK or Platinum Bermuda by vote or value. St. Paul will
actually own approximately 15% (and will, after applying the constructive
ownership rules of the Code, own no more than 24.9%) of the common shares of
Platinum Holdings upon completion of the Public Offering. Accordingly, unless an
exception applies, it is likely that Platinum UK and Platinum Bermuda will each
be treated as a CFC for purposes of the RPII rules.

RPII EXCEPTIONS. The special RPII rules do not apply if:

- Direct or indirect insureds and persons related to such insureds, whether
or not U.S. persons, are treated at all times during the taxable year as
owning less than 20% of the voting power and less than 20% of the value
of the stock of Platinum UK or Platinum Bermuda, as applicable,

- RPII, determined on a gross basis, is less than 20% of Platinum UK's or
Platinum Bermuda's gross insurance income for the taxable year, as
applicable,

- Platinum UK or Platinum Bermuda elects to be taxed on its RPII as if the
RPII were effectively connected with the conduct of a United States trade
or business and to waive all treaty benefits with respect to RPII and
meets certain other requirements, or

- Platinum UK or Platinum Bermuda elects to be treated as a United States
corporation.

Platinum UK and Platinum Bermuda have not and do not intend to make either
of the elections described above. Additionally, as subsidiaries of St. Paul and
RenaissanceRe may be reinsured by Platinum UK and/or Platinum Bermuda, persons
related to insureds may indirectly own more than 20% of the value of the stock
of Platinum UK and Platinum Bermuda. Thus, only the second exception may be
available.

Where none of these exceptions applies, each U.S. person who owns directly
or indirectly shares in Platinum Holdings (and therefore, indirectly in Platinum
UK and Platinum Bermuda) at the end of any taxable year, will be required to
include in its gross income for United States federal income tax purposes its
share of RPII of Platinum UK and/or Platinum Bermuda for the entire taxable
year. This inclusion will be determined as if such RPII were distributed
proportionately only to such United States shareholders holding common shares at
the end of the taxable year. The inclusion will be limited to the current-year
earnings and profits of Platinum UK or Platinum Bermuda, as applicable, reduced
by the shareholder's pro rata share, if any, of certain prior-year deficits in
earnings and profits.

Computation of RPII. In order to determine how much RPII each of Platinum
UK and Platinum Bermuda has earned in each taxable year, we will obtain and rely
upon information from Platinum UK's and Platinum Bermuda's insureds and
reinsureds to determine whether any of the insureds, reinsureds or other persons
related to such insureds or reinsureds own our shares and are U.S. persons. Each
year, each of Platinum UK and Platinum Bermuda will send a letter after the most
recent taxable year to each person who was a policyholder to represent whether
it was a United States shareholder of the Company or related to a United States
shareholder during the year. For any taxable year in which Platinum UK's or
Platinum Bermuda's gross RPII is 20% or more of its gross insurance income for
the year, we may also seek information from our shareholders as to whether
direct or indirect owners of our shares at the end of the year are U.S. persons
so that the RPII may be determined and apportioned among such persons. To the
extent we are unable to determine whether a direct or indirect owner of shares
is a U.S. person, we may assume that such owner is not a U.S. person, thereby
increasing the per share RPII amount for all United States shareholders.

Apportionment of RPII to United States Shareholders. If Platinum UK's or
Platinum Bermuda's RPII for any future taxable year is 20% or more of its gross
insurance income, every U.S. person directly or indirectly owning common shares
on the last day of that year will be required to include in gross income its
share of Platinum UK's or Platinum Bermuda's RPII for such year, whether or not
distributed. A U.S. person owning common shares during our taxable year but not
on the last day of the taxable year for which Platinum Bermuda and/or Platinum
UK is a controlled foreign corporation within the meaning of the RPII provisions
of the Code, which would normally be December 31, is not required to include in
gross income any part of Platinum UK's or Platinum Bermuda's RPII.
Correspondingly, a U.S. person directly or indirectly owning common shares on
the last day of the taxable year in which Platinum UK or Platinum Bermuda is a
controlled foreign corporation for purposes of these provisions is required to
include in its income its pro rata share of the RPII for the entire year, even
though it did not own the common shares for the entire year.

Information Reporting. Each U.S. person who is a direct or indirect
shareholder of Platinum Holdings on the last day of our taxable year must attach
to the income tax or information return it would normally file for the period
which includes that date a Form 5471 if Platinum UK or Platinum Bermuda is a CFC
for RPII purposes for any continuous thirty-day period during its taxable year,
whether or not any net RPII income is required to be reported. Platinum UK or
Platinum Bermuda, as the case may be, will not be considered to be a CFC for
this purpose and, therefore, Form 5471 will not be required, for any taxable
year in which Platinum UK's or Platinum Bermuda's gross RPII constitutes less
than 20% of its gross insurance income. For any year in which Platinum UK's or
Platinum Bermuda's gross RPII constitutes 20% or more of its gross insurance
income, we intend to provide Form 5471 to our direct or indirect United States
shareholders for attachment to the returns of such shareholders. The amounts of
the RPII inclusions may be subject to adjustment based upon subsequent IRS
examination. A tax-exempt organization will be required to attach Form 5471 to
its information return in the circumstances described above. Failure to file
Form 5471 may result in penalties. In addition, U.S. persons who at any time
acquire 10% or more of our shares will have an independent obligation to file
Form 5471.

Tax-Exempt Shareholders. Tax-exempt entities will be required to treat
certain subpart F insurance income, including RPII, that is includible in income
by the tax-exempt entity as unrelated business taxable income.

Distributions; Basis; Exclusion of Distributions from Gross Income. A
United States shareholder's tax basis in its common shares will be increased by
the amount of any RPII that the shareholder includes in income. The shareholder
may exclude from income the amount of any distribution by us to the extent of
the RPII included in income for the year in which the distribution was paid or
for any prior year. The United States shareholder's tax basis in its common
shares will be reduced by the amount of such distributions that are excluded
from income. While, in certain circumstances, a United States shareholder may be
able to exclude from income distributions with respect to RPII that a prior
shareholder included in income, that exclusion will not generally be available
to holders who purchase common shares in this offering or in the public trading
markets and are therefore unable to identify the previous shareholder and
demonstrate that such shareholder had previously included the RPII in income.

Dispositions of Common Shares. Subject to the discussion below relating to
the potential application of Code section 1248 or the passive foreign investment
company rules, you will recognize a gain or loss for United States federal
income tax purposes upon the sale or exchange of any common shares equal to the
difference between the amount realized upon such sale or exchange and your basis
in the common shares. If your holding period for these common shares is more
than one year, any gain will be subject to tax at a current maximum marginal tax
rate of 15% for individuals and 35% for corporations.

Code section 1248 provides that if a U.S. person disposes of stock in a
foreign corporation and such person owned directly, indirectly through certain
foreign entities or constructively 10% or more of the voting shares of the
corporation at any time during the five-year period ending on the date of
disposition when the corporation was a CFC, any gain from the sale or exchange
of the shares may be treated as ordinary income to the extent of the CFC's
earnings and profits during the period that the shareholder held the shares
(with certain adjustments). A 10% United States shareholder may in certain
circumstances be required to report a

disposition of shares of a CFC by attaching IRS Form 5471 to the United States
income tax or information return that it would normally file for the taxable
year in which the disposition occurs. Code section 953(c)(7) generally provides
that section 1248 also will apply to the sale or exchange of shares in a foreign
corporation if the foreign corporation would be taxed as an insurance company if
it were a domestic corporation, regardless of whether the shareholder is a 10%
shareholder or whether RPII constitutes 20% or more of the corporation's gross
insurance income. Existing Treasury regulations do not address whether Code
section 1248 and the requirement to file Form 5471 would apply if the foreign
corporation is not a CFC but the foreign corporation has a subsidiary that is a
CFC or that would be taxed as an insurance company if it were a domestic
corporation (although, as discussed above, shareholders of 10% or more of the
shares of the Company will have an independent obligation to file Form 5471 in
respect of the taxable year in which they reach the 10% threshold). Code section
1248 and the requirement to file Form 5471 should not apply to dispositions of
common shares because (i) we should not have any U.S. shareholders that own
directly, indirectly or constructively 10% or more of the voting power of the
common shares, and (ii) we are not directly engaged in the insurance business
and, under proposed regulations, Code sections 953 and 1248 appear to be
applicable only in the case of shares of corporations that are directly engaged
in the insurance business. However, the IRS might interpret the proposed
regulations in a different manner and the proposed regulations may be amended or
promulgated in final form so as to provide that Code section 1248 and the
requirement to file Form 5471 will apply to dispositions of common shares.

Foreign Tax Credit. If U.S. persons own a majority of the Company's
shares, only a portion of the current income inclusions under the CFC, RPII and
passive foreign investment company rules, if any, and of dividends paid by us
(including any gain from the sale of common shares that is treated as a dividend
under section 1248 of the Code) will be treated as foreign source income for
purposes of computing a shareholder's U.S. foreign tax credit limitation.

Uncertainty as to Application of RPII. Regulations interpreting the RPII
provisions of the Code exist only in proposed form. It is not certain whether
these regulations will be adopted in their proposed form or what changes might
ultimately be made or whether any such changes, as well as any interpretation or
application of the RPII rules by the IRS, the courts or otherwise, might have
retroactive effect. Accordingly, the meaning of the RPII provisions and their
application to Platinum UK and Platinum Bermuda is uncertain. These provisions
include the grant of authority to the U.S. Treasury to prescribe "such
regulations as may be necessary to carry out the purposes of this subsection,
including . . . regulations preventing the avoidance of this subsection through
cross insurance arrangements or otherwise". In addition, there can be no
assurance that the IRS will not challenge any determinations by Platinum UK or
Platinum Bermuda as to the amount, if any, of RPII that should be includible in
your income or that the amounts of the RPII inclusions will not be subject to
adjustment based upon subsequent IRS examination. Each U.S. person considering
an investment in common shares should consult its tax advisor as to the effects
of these uncertainties.

Passive Foreign Investment Companies. Sections 1291 through 1298 of the
Code contain special rules applicable to foreign corporations that are "passive
foreign investment companies" ("PFICs"). In general, a foreign corporation will
be a PFIC during a given year if:

- 75% or more of its income constitutes "passive income" or

- 50% or more of its assets produce passive income.

If we were to be characterized as a PFIC during a given year, our United
States shareholders would be subject to a penalty tax at the time of their sale
at a gain of, or receipt of an "excess distribution" with respect to, their
common shares, unless such shareholders elected to be taxed on their pro rata
share of our earnings whether or not such earnings were distributed or elected
to be taxed on the investment in common shares on a mark-to-market basis. In
general, a shareholder receives an "excess distribution" if the amount of the
distribution is more than 125% of the average distribution with respect to the
stock during the three preceding taxable years (or shorter period during which
the taxpayer held the stock). In general, the penalty tax is equivalent to an
interest charge on taxes that are deemed due during the period the United States
shareholder owned the shares, computed by assuming that the excess distribution
or gain (in the case of a sale) with respect to the shares was taxed in equal
portions at the highest applicable tax rate on ordinary income
39

throughout the shareholder's period of ownership. Moreover, dividends paid by a
PFIC to a non-corporate US shareholder are not eligible for the reduced tax rate
of 15%. The interest charge is equal to the applicable rate imposed on
underpayments of United States federal income tax for such period.

For the above purposes, passive income is defined to include income of the
kind which would be foreign personal holding company income under Code section
954(c), and generally includes interest, dividends, annuities and other
investment income. The PFIC statutory provisions, however, contain an express
exception for income "derived in the active conduct of an insurance business by
a corporation which is predominantly engaged in an insurance business ...".

This exception is intended to ensure that income derived by a bona fide
insurance company is not treated as passive income, except to the extent such
income is attributable to financial reserves in excess of the reasonable needs
of the insurance business. We expect, for purposes of the PFIC rules, that each
of Platinum UK and Platinum Bermuda will be predominantly engaged in an
insurance business and is unlikely to have financial reserves in excess of the
reasonable needs of its insurance business. The PFIC statutory provisions
contain a look-through rule stating that, for purposes of determining whether a
foreign corporation is a PFIC, such foreign corporation shall be treated as if
it received "directly its proportionate share of the income ..." and as if it
"held its proportionate share of the assets ..." of any other corporation in
which it owns at least 25% by value of the stock. While no explicit guidance is
provided by the statutory language, under this look-through rule we should be
deemed to own the assets and to have received the income of our insurance
subsidiaries directly for purposes of determining whether we qualify for the
insurance exception. This interpretation of the look-through rule is consistent
with the legislative intention generally to exclude bona fide insurance
companies from the application of PFIC provisions; there can, of course, be no
assurance as to what positions the IRS or a court might take in the future. Each
U.S. person considering an investment in common shares should consult its tax
advisor as to the effects of the PFIC rules.

Other. Except as discussed below with respect to backup withholding,
dividends paid by us will not be subject to U.S. withholding tax.

Transfer Reporting Requirements. A U.S. person (including a tax exempt
entity) that transfers our common shares to a non-U.S. person may be required to
file a Form 926 or similar form with the IRS if the cost of such purchases,
including the cost of certain related purchases and purchases by related
persons, exceeds $100,000. In the event such person fails to file any such
required form, such person could be required to pay a penalty equal to 10% of
the gross amount paid for such common shares (subject to a maximum penalty of
$100,000, except in cases involving intentional disregard). U.S. persons should
consult their tax advisors with respect to this or any other reporting
requirement which may apply with respect to their acquisition of our common
shares.

NON-U.S. SHAREHOLDERS

Subject to certain exceptions, non-U.S. persons will be subject to United
States federal income tax on dividend distributions with respect to, and gain
realized from the sale or exchange of, common shares only if such dividends or
gains are effectively connected with the conduct of a trade or business within
the U.S. Nonresident alien individuals will not be subject to U.S. estate tax
with respect to our common shares.

ALL SHAREHOLDERS

Information reporting to the IRS by paying agents and custodians located in
the United States will be required with respect to payments of dividends on the
common shares to U.S. persons. Thus, you may be subject to backup withholding
with respect to dividends paid by such persons, unless you:

- are a corporation or come within certain other exempt categories and,
when required, demonstrate this fact, or

- provide a taxpayer identification number, certify as to no loss of
exemption from backup withholding and otherwise comply with applicable
requirements of the backup withholding rules.

Backup withholding is not an additional tax and may be credited against
your regular federal income tax liability.

PROPOSED U.S. TAX LEGISLATION

Congress is currently considering a revision of certain aspects of the U.S.
tax system as applicable to non-U.S. corporations and their shareholders. At the
present time, the version of the bill that Congress is considering will not
negatively impact the Company or its shareholders. There can be no assurance,
however, that the bill that is ultimately passed by Congress will not adversely
affect the Company or its shareholders. Investors should consult their tax
advisor to determine the impact of any changes in U.S. federal income tax law on
the Company or on your investment in our common shares.

UNITED KINGDOM TAXATION

The following discussion applies only to U.K. resident individuals and U.K.
resident companies who beneficially own shares in Platinum Holdings and who hold
those shares as capital assets and not as dealers.

Such individuals will be liable to tax on dividends received, at a rate of
10% for those shareholders who are subject to tax only at the basic rate, and
32.5% for those shareholders who are liable to tax at the higher rate of tax.
Individual shareholders who while resident in the U.K. are non-U.K. domiciled
will be chargeable to tax in respect of dividends only if and to the extent that
the dividends are remitted to or enjoyed in the United Kingdom in any way.

Individual shareholders are potentially liable to capital gains tax in
respect of chargeable gains arising on any disposal of their shares. Once again,
resident shareholders who are non-U.K. domiciled will be chargeable to capital
gains tax on a disposal of their shares only as regards remittances made to the
United Kingdom of the proceeds.

For U.K. inheritance tax purposes, the shares of Platinum Holdings will
rank as non-U.K. assets which may have a bearing on the imposition of
inheritance tax in relation to gifts or the passing of the shares on death,
particularly where the donor or deceased was non-U.K. domiciled.

U.K. companies will be liable to corporation tax at the ordinary rate in
relation to dividends received on the shares and gains arising on the disposal
of the shares.

Were a U.K. company ever to hold shares that carried the entitlement
(aggregated with shares held by certain connected persons) to at least 25% of
the profits of Platinum, the U.K.'s Controlled Foreign Companies provisions
could be material, with the result that in certain circumstances underlying
profits of Platinum and its subsidiaries might be taxed in the hands of the U.K.
shareholder.

PROSPECTIVE INVESTORS SHOULD CONSULT THEIR OWN TAX ADVISORS CONCERNING ANY
FEDERAL, STATE, LOCAL AND NON-U.S. TAX CONSEQUENCES OF OWNERSHIP AND DISPOSITION
OF THE COMMON SHARES WHICH ARE PARTICULAR TO THEM.

PLAN OF DISTRIBUTION

We and/or the selling shareholders may sell offered securities in any one
or more of the following ways from time to time:

(1) through agents;

(2) to or through underwriters;

(3) through dealers; or

(4) directly to purchasers.

The prospectus supplement with respect to the offered securities will set
forth the terms of the offering of the offered securities, including the name or
names of any underwriters, dealers or agents; the purchase price of the offered
securities and the proceeds to us and/or the selling shareholders from such
sale; any underwriting discounts and commissions or agency fees and other items
constituting underwriters' or agents' compensation; any public offering price
and any discounts or concessions allowed or reallowed or paid to dealers and any
securities exchange on which such offered securities may be listed. Any public
offering price, discounts or concessions allowed or reallowed or paid to dealers
may be changed from time to time.

The selling shareholders may offer their common shares in one or more
offerings pursuant to one or more prospectus supplements, and each such
prospectus supplement will set forth the terms of the relevant offering as
described above. To the extent the common shares offered pursuant to a
prospectus supplement remain unsold, the selling shareholder may offer those
common shares on different terms pursuant to another prospectus supplement,
provided that no selling shareholder may offer or sell more common shares in the
aggregate than are indicated in the table set forth under the caption "Selling
Shareholders" pursuant to any such prospectus supplements.

The distribution of the offered securities may be effected from time to
time in one or more transactions at a fixed price or prices, which may be
changed, at market prices prevailing at the time of sale, at prices related to
such prevailing market prices or at negotiated prices.

Offers to purchase offered securities may be solicited by agents designated
by us from time to time. Any such agent involved in the offer or sale of the
offered securities in respect of which this prospectus is delivered will be
named, and any commissions payable by us and/or the selling shareholders to such
agent will be set forth, in the applicable prospectus supplement. Unless
otherwise indicated in such prospectus supplement, any such agent will be acting
on a reasonable best efforts basis for the period of its appointment. Any such
agent may be deemed to be an underwriter, as that term is defined in the
Securities Act, of the offered securities so offered and sold.

If offered securities are sold by means of an underwritten offering, we
and/or the selling shareholders will execute an underwriting agreement with an
underwriter or underwriters, and the names of the specific managing underwriter
or underwriters, as well as any other underwriters, and the terms of the
transaction, including commissions, discounts and any other compensation of the
underwriters and dealers, if any, will be set forth in the prospectus supplement
which will be used by the underwriters to make resales of the offered
securities. If underwriters are utilized in the sale of the offered securities,
the offered securities will be acquired by the underwriters for their own
account and may be resold from time to time in one or more transactions,
including negotiated transactions, at fixed public offering prices or at varying
prices determined by the underwriters at the time of sale.

Our offered securities may be offered to the public either through
underwriting syndicates represented by managing underwriters or directly by the
managing underwriters. If any underwriter or underwriters are utilized in the
sale of the offered securities, unless otherwise indicated in the prospectus
supplement, the underwriting agreement will provide that the obligations of the
underwriters are subject to certain conditions precedent and that the
underwriters with respect to a sale of offered securities will be obligated to
purchase all such offered securities of a series if any are purchased. We,
and/or the selling shareholders may grant to the underwriters options to
purchase additional offered securities, to cover over-allotments, if any, at the
public

offering price (with additional underwriting discounts or commissions), as may
be set forth in the prospectus supplement relating thereto. If we and/or the
selling shareholders grant any over-allotment option, the terms of such
over-allotment option will be set forth in the prospectus supplement relating to
such offered securities.

If a dealer is utilized in the sales of offered securities in respect of
which this prospectus is delivered, we and/or the selling shareholders will sell
such offered securities to the dealer as principal. The dealer may then resell
such offered securities to the public at varying prices to be determined by such
dealer at the time of resale. Any such dealer may be deemed to be an
underwriter, as such term is defined in the Securities Act, of the offered
securities so offered and sold. The name of the dealer and the terms of the
transaction will be set forth in the related prospectus supplement.

Offers to purchase offered securities may be solicited directly by us
and/or the selling shareholders and the sale thereof may be made by us and/or
the selling shareholders directly to institutional investors or others, who may
be deemed to be underwriters within the meaning of the Securities Act with
respect to any resale thereof. The terms of any such sales will be described in
the related prospectus supplement.

We may enter into derivative or other hedging transactions with financial
institutions. These financial institutions may in turn engage in sales of common
shares to hedge their position, deliver this prospectus in connection with some
or all of those sales and use the shares covered by this prospectus to close out
any short position created in connection with those sales. We may also sell our
common shares short using this prospectus and deliver common shares covered by
this prospectus to close out such short positions, or loan or pledge common
shares to financial institutions that in turn may sell the common shares using
this prospectus. We may pledge or grant a security interest in some or all of
the common shares covered by this prospectus to support a derivative or hedging
position or other obligation and, if we default in the performance of our
obligations, the pledgees or secured parties may offer and sell the common
shares from time to time pursuant to this prospectus.

Offered securities may also be offered and sold, if so indicated in the
applicable prospectus supplement, in connection with a remarketing upon their
purchase, in accordance with a redemption or repayment pursuant to their terms,
or otherwise, by one or more firms ("remarketing firms"), acting as principals
for their own accounts or as agents for us. Any remarketing firm will be
identified and the terms of its agreements, if any, with us and its compensation
will be described in the applicable prospectus supplement. Remarketing firms may
be deemed to be underwriters, as such term is defined in the Securities Act, in
connection with the offered securities remarketed thereby.

Agents, underwriters, dealers and remarketing firms may be entitled under
relevant agreements entered into with us to indemnification by us against
certain civil liabilities, including liabilities under the Securities Act that
may arise from any untrue statement or alleged untrue statement of a material
fact or any omission or alleged omission to state a material fact in this
prospectus, any supplement or amendment hereto, or in the registration statement
of which this prospectus forms a part, or to contribution with respect to
payments which the agents, underwriters, dealers or remarketing firms may be
required to make.

If so indicated in the prospectus supplement, we will authorize
underwriters or other persons acting as our agents to solicit offers by certain
institutions to purchase offered securities from us pursuant to contracts
providing for payments and delivery on a future date. Institutions with which
such contracts may be made include commercial and savings banks, insurance
companies, pension funds, investment companies, educational and charitable
institutions and others, but in all cases such institutions must be approved by
us. The obligations of any purchaser under any such contract will be subject to
the condition that the purchase of the offered securities shall not at the time
of delivery be prohibited under the laws of the jurisdiction to which such
purchaser is subject. The underwriters and such other agents will not have any
responsibility in respect of the validity or performance of such contracts.

Disclosure in the prospectus supplement of our use of delayed delivery
contracts will include the commission that underwriters and agents soliciting
purchases of the securities under delayed contracts will be entitled to receive
in addition to the date when we will demand payment and delivery of the
securities under

the delayed delivery contracts. These delayed delivery contracts will be subject
only to the conditions that we describe in the prospectus supplement.

Each series of offered securities will be a new issue and, other than the
common shares which are listed on the New York Stock Exchange, will have no
established trading market. We may elect to list any series of offered
securities on an exchange, and in the case of the common shares, on any
additional exchange, but, unless otherwise specified in the applicable
prospectus supplement, we shall not be obligated to do so. No assurance can be
given as to the liquidity of the trading market for any of the offered
securities.

Underwriters, dealers, agents and remarketing firms, as well as their
respective affiliates, may be customers of, engage in transactions with, or
perform services for, us and our subsidiaries in the ordinary course of
business.

WHERE YOU CAN FIND MORE INFORMATION

GENERAL

We have filed with the Securities and Exchange Commission, a registration
statement on Form S-3 under the Securities Act with respect to the common
shares, preferred shares, depositary shares, debt securities, warrants, purchase
contracts and purchase units offered by this prospectus. This prospectus, filed
as part of the registration statement, does not contain all of the information
set forth in the registration statement and its exhibits and schedules, portions
of which have been omitted as permitted by the rules and regulations of the SEC.
For further information about us and the securities, we refer you to the
registration statement and to its exhibits and schedules. Statements in this
prospectus about the contents of any contract, agreement or other document are
not necessarily complete and, in each instance, we refer you to the copy of such
contract, agreement or document filed as an exhibit to the registration
statement, with each such statement being qualified in all respects by reference
to the document to which it refers. Anyone may inspect the registration
statement and its exhibits and schedules without charge at the public reference
facilities the SEC maintains at 450 Fifth Street, N.W., Washington, D.C. 20549.
You may obtain copies of all or any part of these materials from the SEC upon
the payment of certain fees prescribed by the SEC. You may obtain further
information about the operation of the SEC's Public Reference Room by calling
the SEC at 1-800-SEC-0330. You may also inspect these reports and other
information without charge at a web site maintained by the SEC. The address of
this site is http://www.sec.gov.

We are subject to the informational requirements of the Exchange Act.
Accordingly, we file annual, quarterly and current reports, proxy statements and
other information with the SEC. You may inspect and copy these reports, proxy
statements and other information at the public reference facilities maintained
by the SEC at the address noted above. You also may obtain copies of this
material from the Public Reference Room of the SEC as described above, or
inspect them without charge at the SEC's web site or at our web site, the
address of which is http://www.platinumre.com. We also furnish our shareholders
with annual reports containing consolidated financial statements audited by an
independent accounting firm. Our web site is not incorporated into or otherwise
a part of this prospectus.

INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

We file annual, quarterly and current reports, proxy statements and other
information with the SEC. The SEC allows us to "incorporate by reference" the
information we file with it, which means that we can disclose important
information to you by referring to those documents. The information incorporated
by reference is an important part of this prospectus. Any statement contained in
a document which is incorporated by reference in this prospectus is
automatically updated and superseded if information contained in this
prospectus, or information that we later file with the Commission, modifies or
replaces this information. All documents we file pursuant to Sections 13(a),
13(c), 14 or 15(d) of the Exchange Act, after the initial filing of this

registration statement and until we sell all the securities shall be deemed to
be incorporated by reference into this prospectus. We incorporate by reference
the following previously filed documents:

(1) Our Current Reports on Form 8-K filed on February 12, 2004 and
February 17, 2004;

(2) Our Annual Report on Form 10-K for the year ended December 31,
2003; and

(3) The information set forth under the caption "Description of Our
Common Shares" in our registration statement on Form S-1, Registration No.
333-86906, filed with the SEC on April 25, 2002, as thereafter amended and
supplemented, including the prospectus constituting part of such
registration statement filed pursuant to Rule 424(b) under the Securities
Act on October 29, 2002.

To receive a free copy of any of the documents incorporated by reference in
this prospectus (other than exhibits to the registration statement of which this
prospectus is a part), call or write us at the following address: Platinum
Underwriters Holdings, Ltd., The Belvedere Building, 69 Pitts Bay Road,
Pembroke, Bermuda HM 08, Bermuda, (441) 295-7195.

LEGAL MATTERS

Certain matters as to U.S. law in connection with this offering will be
passed upon for us by Dewey Ballantine LLP. Certain matters as to Bermuda law in
connection with this offering will be passed upon for us by Conyers Dill &
Pearman, Hamilton, Bermuda. Certain matters as to United Kingdom law will be
passed upon for us by Slaughter and May. Certain matters as to Irish law will be
passed upon for us by A. & L. Goodbody. Additional legal matters may be passed
on for us, any underwriters, dealers or agents by counsel which we will name in
the applicable prospectus supplement.

EXPERTS

The consolidated balance sheets of Platinum Underwriters Holdings, Ltd. as
of December 31, 2003 and 2002 and the related consolidated statements of income
and comprehensive income, shareholders' equity and cash flows for the year ended
December 31, 2003 and the period from April 19, 2002 (date of inception) to
December 31, 2002, and all related financial statement schedules, incorporated
in this prospectus by reference to the Annual Report on Form 10-K for the year
ended December 31, 2003 have been audited by KPMG LLP, independent auditors, as
set forth in their reports appearing therein. The consolidated financial
statements and financial statement schedules referred to above are included in
reliance upon such reports of KPMG LLP, given upon the authority of such firm as
experts in accounting and auditing.

The combined statements of underwriting results and identifiable
underwriting cash flows of The St. Paul Companies, Inc. Reinsurance Underwriting
Segment (Predecessor) for the period from January 1, 2002 through November 1,
2002 and the year ended December 31, 2001 incorporated in this prospectus by
reference to the Annual Report on Form 10-K for the year ended December 31, 2003
have been audited by KPMG LLP, independent auditors, as set forth in their
report appearing therein. The combined statements referred to above are included
in reliance upon such report of KPMG LLP, given upon the authority of such firm
as experts in accounting and auditing. The audit report covering Predecessor's
combined statements contains an explanatory paragraph that states that the
combined statements are not intended to be a complete presentation of
Predecessor's or St. Paul's financial position, results of operations, or cash
flows.

ENFORCEMENT OF CIVIL LIABILITIES UNDER
UNITED STATES FEDERAL SECURITIES LAWS AND OTHER MATTERS

Platinum Holdings is a Bermuda company, and certain of its officers and
directors are or will be residents of various jurisdictions outside the United
States. A substantial portion of the assets of Platinum Holdings (in particular
the assets of Platinum Bermuda, which is also a Bermuda company) and of such
officers and directors, at any one time, are or may be located in jurisdictions
outside the United States. Therefore, it could be difficult for investors to
effect service of process within the United States on Platinum Holdings or any
of its

officers and directors who reside outside the U.S. or to recover against
Platinum Holdings or any such individuals on judgments of courts in the U.S.,
including judgments predicated upon civil liability under the U.S. federal
securities laws. Platinum Holdings has been advised by Conyers, Dill & Pearman,
its Bermuda counsel, that there is doubt as to whether the courts of Bermuda
would enforce (1) judgments of U.S. courts obtained in actions against such
persons or Platinum Holdings predicated upon the civil liability provisions of
the U.S. federal securities laws and (2) original actions brought in Bermuda
against such persons or Platinum Holdings predicated solely upon United States
federal securities laws. There is no treaty in effect between the U.S. and
Bermuda providing for such enforcement, and there are grounds upon which Bermuda
courts may not enforce judgments of U.S. courts. Certain remedies available
under the laws of U.S. jurisdictions, including certain remedies available under
the U.S. federal securities laws, would not be allowed in Bermuda courts as
contrary to Bermuda's public policy. Notwithstanding the foregoing, Platinum
Holdings has agreed that it may be served with process with respect to actions
against it arising out of violations of the U.S. federal securities laws in any
federal or state court in the U.S. relating to the transactions covered by this
prospectus by serving CT Corporation System, 111 Eighth Avenue, New York, New
York 10011, telephone (212) 894-8940, its U.S. agent appointed for that purpose.

------------------------

We will deliver a copy of this prospectus to the Registrar of Companies in
Bermuda for filing pursuant to the Companies Act. However, the Bermuda Monetary
Authority and Registrar of Companies in Bermuda accept no responsibility for the
financial soundness of any proposal or for the correctness of any of the
statements made or opinions expressed in this prospectus.

6,000,000 SHARES

(PLATINUM UNGERWRITERS HOLDINGS LTD LOGO)

COMMON SHARES

--------------------------------------------

PROSPECTUS SUPPLEMENT

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MERRILL LYNCH & CO.

JUNE 28, 2004