REGISTRATION RIGHTS AGREEMENT



      REGISTRATION RIGHTS AGREEMENT (this "Agreement"), dated as of November 1,

2002, between THE ST. PAUL COMPANIES, INC., a company incorporated under the

laws of Minnesota ("St. Paul") and PLATINUM UNDERWRITERS HOLDINGS, LTD., a

company incorporated under the laws of Bermuda (the "Company").



                                    RECITALS



      WHEREAS, St. Paul and the Company are parties to the Formation and

Separation Agreement dated as of October 28, 2002, and the Option Agreement,

dated as of November 1, 2002 (respectively, the "Formation and Separation

Agreement" and the "Option Agreement"), each relating to the purchase by St.

Paul of common shares, par value U.S. $0.01 per share (the "Common Shares"), of

the Company;



      WHEREAS, the Company will effect an initial public offering of certain

Common Shares pursuant to a Registration Statement on Form S-1 (File No.

333-86906) (the "Public Offering"); and



      WHEREAS, the Company has agreed to provide the registration rights

specified in this Agreement to St. Paul following the Public Offering and the

Company and St. Paul are entering into this Agreement to set forth the terms and

conditions applicable to the grant and exercise of such registration rights.



      NOW, THEREFORE, in furtherance of the transactions contemplated by the

Formation and Separation Agreement and in consideration of the promises and the

mutual covenants and agreements contained therein and herein and for other good

and valuable consideration, the receipt and sufficiency of which is hereby

acknowledged by the parties hereto, the Company and St. Paul hereby agree as

follows:



                                    ARTICLE I



                                   DEFINITIONS



      1.1. DEFINED TERMS. As used in this Agreement, the following capitalized

terms have the respective meanings set forth below:



      "Affiliate" means, with respect to any person, any other person that

directly or indirectly through one or more intermediaries controls or is

controlled by or is under common control with such person.



      "Bye-laws" means the Bye-laws of the Company, as the same may be further

amended from time to time.



      "Capital Securities" means all shares of each class in the capital stock

of the Company and all securities convertible into or exchangeable or

exercisable for any such shares.



      "Closing" means the closing of the Public Offering pursuant to an

effective registration statement under the Securities Act.



<PAGE>



      "Closing Price" for each day is the reported last sale price regular way

or, in case no such reported sale takes place on such day, the average of the

reported closing bid and asked prices regular way, in either case on the New

York Stock Exchange or, if the Common Shares are not listed or admitted to

trading on such Exchange, on the principal national securities exchange on which

the Common Shares are listed or admitted to trading or, if not listed or

admitted to trading on any national securities exchange, on the NASDAQ National

Market or, if the Common Shares are not listed or admitted to trading on any

national securities exchange or quoted on the NASDAQ National Market, the

average of the closing bid and asked prices in the over-the-counter market as

furnished by any New York Stock Exchange member firm reasonably selected from

time to time by the Board of Directors of the Company for that purpose.



      "Common Shares" has the meaning specified in the Recitals.



      "Current Market Price" means the average of the daily Closing Prices per

share for the ten consecutive Trading Days ending on the day before the

applicable record date.



      "Exchange Act" means the U.S. Securities Exchange Act of 1934, as amended.



      "Formation and Separation Agreement" has the meaning specified in the

Recitals.



      "Option Agreement" has the meaning set forth in the Recitals.



      "person" means any individual, corporation, company, partnership, joint

venture, trust, association, government or governmental body or other entity.



      "Public Offering" has the meaning specified in the Recitals.



      "Registrable Shares" means, at any time, any and all Common Shares owned

by the St. Paul Group, whether purchased by St. Paul as contemplated by the

Formation and Separation Agreement, issued to St. Paul pursuant to the Option

Agreement or otherwise acquired, as the case may be, other than shares that have

ceased to be Registrable Shares. Common Shares cease to be Registrable Shares

(a) when a registration statement with respect to the disposition of such shares

has become effective under the Securities Act and such shares shall have been

disposed of pursuant to such registration statement, or (b) when such shares

have been sold pursuant to Rule 144 under the Securities Act.



      "Registration Expenses" means any and all expenses incident to performance

of or compliance with the demand rights set forth in Section 2.1 and piggy-back

rights set forth in Section 2.2, including, (a) all SEC and stock exchange or

National Association of Securities Dealers, Inc. registration and filing fees,

(b) all fees and expenses of complying with state securities or blue sky laws

(including reasonable fees and disbursements of counsel for the underwriters in

connection with blue sky qualifications of the Registrable Shares), (c) the cost

of printing or preparing any registration statement, prospectus, offering

circular, agreement among underwriters, underwriting agreement, blue sky

memorandum, share certificates and any other documents in connection with the

offering, purchase, sale and delivery of the Registrable Shares, (d) the costs

and charges of any transfer agent and registrar and any custodian or

attorney-in-fact appointed to act on behalf of St. Paul, (e) all messenger and

delivery expenses of the Company, (f) the reasonable fees and expenses of any

qualified independent underwriter, (g) the reasonable fees and disbursements of

counsel for the Company and the Company's independent public accountants,

including the expenses of any special





                                      -2-

<PAGE>



audits and/or "cold comfort" letters required by or incident to such performance

and compliance and (h) any road show and marketing expenses; provided that St.

Paul shall pay the fees and disbursements of its own counsel, if any, and all

underwriting discounts, commissions and transfer taxes, if any, relating to the

sale or disposition of its Registrable Shares.



      "Rule 144" means Rule 144 under the Securities Act.

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