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Exhibit 1.4
EXECUTION VERSION
Platinum Underwriters Holdings, Ltd.
6.00% Series A Mandatory Convertible Preferred
Shares
(par value $.01 per share)
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
Reference is hereby made to that
certain Underwriting Agreement, dated as of the date hereof (the
“Underwriting Agreement”), between Platinum
Underwriters Holdings, Ltd., a Bermuda company (the
“Company”), 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.
The Company irrevocably
(i) agrees that any legal suit, action or proceeding against
the Company 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. The Company 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 transacti
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