FIRST AMENDMENT AND WAIVER TO AMENDED AND RESTATED CREDIT AGREEMENT

Exhibit 10.2

FIRST AMENDMENT AND WAIVER TO AMENDED AND RESTATED CREDIT AGREEMENT

      THIS FIRST AMENDMENT AND WAIVER TO AMENDED AND RESTATED CREDIT AGREEMENT , dated as of the 24 ^th day of April, 2007 (this “ First Amendment ”), is entered into among Platinum Underwriters Holdings, Ltd., an exempted company incorporated in Bermuda (the “ Borrower ”), various Subsidiary Credit Parties (as defined in the hereinafter defined Credit Agreement) party hereto, the Lenders (as defined in the hereinafter defined Credit Agreement) party hereto, and Wachovia Bank, National Association, as Administrative Agent (the “ Administrative Agent ”).

RECITALS

     A. The Borrower, the Subsidiary Credit Parties, the Lenders and the Administrative Agent are parties to that certain Amended and Restated Credit Agreement dated as of September 13, 2006 (as amended, restated, supplemented or otherwise modified from time to time, the “ Credit Agreement ”) providing for $400,000,000 Senior Credit Facilities. Capitalized terms used herein without definition shall have the meanings given to them in the Credit Agreement as they may be amended pursuant to this First Amendment.

     B. The Borrower has requested certain amendments to the Credit Agreement and the Administrative Agent and the Required Lenders have agreed to make such amendments on the terms and conditions set forth herein.

STATEMENT OF AGREEMENT

      NOW, THEREFORE , in consideration of the foregoing and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

ARTICLE I

AMENDMENTS TO CREDIT AGREEMENT

     1.1 Amendments to Section 1.1 Consisting of New Definitions . The following definitions are hereby added to Section 1.1 of the Credit Agreement in appropriate alphabetical order:

     “ First Amendment ” shall mean the First Amendment and Waiver to Amended and Restated Credit Agreement, dated as of April ___, 2007, among the Borrower, the Subsidiary Credit Parties party thereto, the Lenders party thereto, and the Administrative Agent.

     “ First Amendment Effective Date ” shall mean the date upon which the conditions to the effectiveness of the First Amendment set forth in Article II thereof are satisfied or waived in accordance with their terms.

     1.2 Amendments to delete Platinum UK as a Subsidiary Credit Party . As of the First Amendment Effective Date but subject to the terms and conditions herein, Platinum Re (UK) Limited, a company incorporated in England and Wales, will be removed as a Subsidiary Credit Party under the Credit Agreement. Accordingly, the defined term “Platinum UK” shall be deleted from the Credit Agreement at such time and the definitions of “Account Party”, “Borrower”, “Insurance Subsidiary”, “Subsidiary Credit Party”, and Sections 1.5(a), 1.5(b) and 2.16(e) of the Credit Agreement shall be amended by deleting any reference to Platinum UK therein at such time.

ARTICLE II

CONDITIONS OF EFFECTIVENESS

     This First Amendment shall become effective as of the date (the “ First Amendment Effective Date ”) when, and only when, each of the following conditions precedent shall have been satisfied:

     (a) The Administrative Agent shall have received, dated as of the First Amendment Effective Date, an executed counterpart hereof from each of the Credit Parties and the Required Lenders;

     (b) Since December 31, 2006 through the First Amendment Effective Date, there has not occurred (i) any Material Adverse Effect, or (ii) any event, condition or state of facts that would reasonably be expected to have such a Material Adverse Effect;

     (c) Platinum UK shall have cash collateralized in the manner set forth in Section 3.8 of the Credit Agreement or otherwise made credit support arrangements satisfactory to Wachovia in respect of Irrevocable Standby Letter of Credit Number SM217773W (hereinafter, the “ Existing Letter of Credit ”) issued for the account of Platinum UK by Wachovia on January 10, 2006 (as amended on December 26, 2006) for the benefit of Euler Hermes ACI in the stated amount of $77,631; and

     (d) The Administrative Agent shall have received such other documents, certificates, opinions, and instruments, including without limitation the necessary board resolutions to effectuate the Scheme of Operations, in connection with the transactions contemplated hereby as it shall have reasonably requested.

ARTICLE III

REPRESENTATIONS AND WARRANTIES

     Each of the Credit Parties (solely as to itself and its Subsidiaries) represents and warrants to the Administrative Agent, the Fronting Banks and the Lenders as follows:

     (a) Each of the representations and warranties set forth in the Credit Agreement and in the other Credit Documents shall be true and correct in all material respects on and as of the First Amendment Effective Date, with the same effect as if made on and as of such date (except to the extent any such representation or warranty is expressly stated to have been made as of a

specific date, in which case such representation or warranty shall be true and correct in all material respects as of such date); and

     (b) As of the First Amendment Effective Date, (i) other than the Existing Letter of Credit, no Letters of Credit or Loans are outstanding for the account of Platinum UK; (ii) all fees, interest or other amounts payable under the Credit Agreement or the other Credit Documents by Platinum UK have been paid in full and (iii) no other Obligations of Platinum UK remain outstanding.

ARTICLE IV

ACKNOWLEDGEMENT AND CONFIRMATION OF THE CREDIT PARTIES

     Each of the Credit Parties hereby confirms and agrees that, after giving effect to this First Amendment, the Credit Agreement and the other Credit Documents remain in full force and effect and enforceable against the Credit Parties in accordance with their respective terms and shall not be discharged, dim