UNDERWRITING AGREEMENT

Exhibit 1.2

EXECUTION VERSION

Platinum Underwriters Holdings, Ltd.

Common Shares

(par value $.01 per share)

Jurisdiction Agreement

November 30, 2005

Merrill Lynch & Co.
Merrill Lynch, Pierce, Fenner & Smith
          Incorporated
  As Representatives of the several Underwriters
  named in the Underwriting Agreement,
4 World Financial Center, 25 ^th Floor
New York, New York 10281-1209

Ladies and Gentlemen:

     Reference is hereby made to that certain Underwriting Agreement, dated as of the date hereof (the “Underwriting Agreement”), among Platinum Underwriters Holdings, Ltd., a Bermuda company (the “Company”), RenaissanceRe Holdings Ltd., a Bermuda company (“RenRe”), and the Underwriters named in Schedule I of the Underwriting Agreement (the “Underwriters”). All capitalized terms used but not defined herein shall have the meanings ascribed to such terms in the Underwriting Agreement.

     RenRe irrevocably (i) agrees that any legal suit, action or proceeding against RenRe brought by the Underwriters or by any person who controls the Underwriters within the meaning of either Section 15 of the Act or Section 20 of the Exchange Act (a “Control Person”) arising out of or based on the Underwriting Agreement or the transactions contemplated thereby may be instituted in any United States Federal or State court in the Borough of Manhattan, the City of New York, the State of New York (a “New York Court”), (ii) waives, to the fullest extent it may effectively do so, any objection which it may now or hereafter have to the laying of venue of any such proceeding, (iii) waives, to the fullest extent it may effectively do so, any objection based on the absence of a necessary or indispensable party in any such proceeding , and (iv) submits to the non-exclusive jurisdiction of such courts in any such suit, action or proceeding. RenRe irrevocably waives any immunity to jurisdiction to which it may otherwise be entitled or become entitled (including sovereign immunity, immunity to pre-judgment attachment, post-judgment attachment and execution) in any legal suit, action or proceeding against it arising out of or based on the Underwriting Agreement or the transactions contemplated thereby which is instituted in any New York Court. To the fullest extent permitted by law, RenRe hereby waives any objection to the enforcement by any competent foreign court of any judgment validly obtained in any such proceeding.

     The Company irrevocably (i) agrees that any legal suit, action or proceeding against the Company brought by the Underwriters or by a Control Person arising out of or based on the Underwriting Agreement or the transactions contem