PLATINUM UNDERWRITERS FINANCE, INC.

                                     COMPANY



                                       and



                      PLATINUM UNDERWRITERS HOLDINGS, LTD.

                                    GUARANTOR



                                       to



                               JPMORGAN CHASE BANK

                                     TRUSTEE



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



                          FIRST SUPPLEMENTAL INDENTURE



                               Dated as of *, 2002



                           GUARANTEED DEBT SECURITIES



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



================================================================================



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          FIRST SUPPLEMENTAL INDENTURE, dated as of *, 2002 (the "First

Supplemental Indenture"), among PLATINUM UNDERWRITERS FINANCE, INC., a

corporation duly organized and existing under the laws of the State of Delaware

(the "Company"), PLATINUM UNDERWRITERS HOLDINGS, LTD., a Bermuda corporation

(the "Guarantor"), and JPMORGAN CHASE BANK, a New York banking corporation, as

trustee (the "Trustee").



          WHEREAS, the Company and the Guarantor executed and delivered the

indenture, dated as of *, 2002 (the "Base Indenture"), to the Trustee to provide

for the future issuance of the Company's guaranteed debt securities (the

"Securities"), to be issued from time to time in one or more series as might be

determined by the Company under the Base Indenture;



          WHEREAS, pursuant to the terms of the Base Indenture, the Company

desires to provide for the establishment of a new series of its Securities to be

known as its *% Senior Guaranteed Notes due 2007 (the "Notes"), the form and

substance of such Notes and the terms, provisions and conditions thereof to be

set forth as provided in the Base Indenture and this First Supplemental

Indenture (together, the "Indenture"); and



          WHEREAS, the Company and the Guarantor have requested that the Trustee

execute and deliver this First Supplemental Indenture and satisfy all

requirements necessary to make this First Supplemental Indenture a valid

instrument in accordance with its terms, and to make the Notes, when executed by

the Company and authenticated and delivered by the Trustee, the valid

obligations of the Company and all acts and things necessary have been done and

performed to make this First Supplemental Indenture enforceable in accordance

with its terms, and the execution and delivery of this First Supplemental

Indenture has been duly authorized in all respects:



          NOW, THEREFORE, in consideration of the purchase and acceptance of the

Notes by the Holders thereof, and for the purpose of setting forth, as provided

in the Indenture, the form and substance of the Notes and the terms, provisions

and conditions thereof, the Company and the Guarantor covenant and agree with

the Trustee as follows:



                                    ARTICLE I



                                   DEFINITIONS



Section 1.1.   DEFINITION OF TERMS.



          Unless otherwise provided herein or unless the context otherwise

requires:



          (a)  a term defined in the Base Indenture has the same meaning when

used in this First Supplemental Indenture;



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          (b)  a term defined anywhere in this First Supplemental Indenture has

the same meaning throughout;



          (c)  the singular includes the plural and vice versa;



          (d)  headings are for convenience of reference only and do not affect

interpretation;



          (e)  the following terms have the meanings given to them in the

Purchase Contract Agreement (as defined below): Failed Remarketing; Last Failed

Remarketing; Normal Units; Purchase Contract Agent; Remarketing Agent,

Remarketing Agreement; Remarketing Date; Remarketing Value; Separate Notes;

Subsequent Remarketing Date; and Underwriting Agreement;



          (f)  the following terms have the meanings given to them in this

Section 1.1(f):



               "Global Note" shall mean a Global Security representing the

               Notes.



               "Interest Rate" shall have the meaning set forth in Section 2.5.



               "Over-Allotment Option" shall mean the option granted to the

               underwriters pursuant to the Underwriting Agreement to purchase

               up to an additional 750,000 Normal Units.



               "Purchase Contract Agreement" shall mean the Purchase Contract

               Agreement, dated as of *, 2002, between the Company and JPMorgan

               Chase Bank, as purchase contract agent.



               "Reset Agent" means a nationally recognized investment banking

               firm chosen by the Company to determine the Reset Rate.



               "Reset Date" shall mean the date following the Remarketing Date

               or a Subsequent Remarketing Date, as applicable, on which the

               trades in a successful remarketing of the Notes pursuant to the

               Purchase Contract Agreement and the Remarketing Agreement settle.



               "Reset Rate" means the lowest interest rate per annum (rounded to

               the nearest one-thousandth (0.001) of one percent per annum), as

               determined by the Reset Agent, that the Notes shall bear in order

               for the Notes to have a market value at the Remarketing Date or

               any Subsequent Remarketing Date, as the case may be, of at least

               100.25% of the Remarketing Value, assuming, for this purpose,

               even if not true, that all of the Notes are held as components of

               Normal Units and will be remarketed.



                                        2

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                                   ARTICLE II



                    GENERAL TERMS AND CONDITIONS OF THE NOTES



Section 2.1.   DESIGNATION, PRINCIPAL AMOUNT AND AUTHORIZED DENOMINATION.



          There is hereby authorized a series of Securities designated the *%

Senior Guaranteed Notes due 2007, limited in aggregate principal amount to

$125,000,000, which amount to be issued shall be as set forth in any Company

Order for the authentication and delivery of Notes pursuant to the Base

Indenture and which amount may be increased by up to $18,750,000 in the event

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