RENAISSANCERE HOLDINGS LTD
FIRST AMENDMENT TO THE INVESTMENT AGREEMENT
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<TYPE>EX-10.2
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<FILENAME>file002.txt
<DESCRIPTION>FIRST AMENDMENT TO THE INVESTMENT AGREEMENT
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       FIRST AMENDMENT, dated as of November 1, 2002 (the "Amendment"), to the
Investment Agreement, dated as of September 20, 2002 (the "Investment
Agreement"), by and among Platinum Holdings Ltd., a Bermuda company (the
"Company"), The St. Paul Companies, Inc., a Minnesota corporation ("St. Paul"),
and RenaissanceRe Holdings Ltd., a Bermuda company (the "Purchaser"). Each
capitalized term used and not otherwise defined herein shall have the meaning
assigned to such term in the Investment Agreement.

       WHEREAS, the Company, St. Paul and the Purchaser desire to modify the
Investment Agreement in accordance with the provisions of Section 10.4 thereof.

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

       Section 1.    Amendments to the Investment Agreement.

       (a)   The last sentence of Section 5.1 of the Investment Agreement is
hereby amended and restated as follows:

             The Chief Executive Officer or the Treasurer of the Company and the
       Chief Executive Officer, Chief Financial Officer or any Executive Vice
       President of St. Paul each shall have delivered at the Closing a
       certificate stating that each of the respective conditions specified in
       the preceding sentence has been fulfilled, which certificates shall also
       be delivered at any Second Closing.

       (b)   Section 1.1 of the Transfer Restrictions, Registration Rights and
Standstill Agreement attached as Exhibit A to the Investment Agreement is hereby
amended by adding the following definitions in the appropriate alphabetical
order:

             "Purchase Contract" means the contract to purchase Common Shares
       issued as part of the Units."

             "Purchase Contract Agreement" means the purchase contract agreement
       between the Company and JPMorgan Chase Bank, as purchase contract agent."

             "Units" means Company's equity security units having a stated
       amount of $25 per Unit."

       (c)   The last sentence of Section 5(b) of the Transfer Restrictions,
Registration Rights and Standstill Agreement attached as Exhibit A to the
Investment Agreement is hereby amended and restated as follows:

             Purchaser shall have ten days from the date of receipt of any such
       notice to agree to purchase up to Purchaser's pro rata share of New
       Securities specified above for the same price paid to the Company in
       connection with such Dilutive Transaction (i.e., less underwriting
       discounts and commissions) by giving written notice to the Company and
       stating therein the quantity of New Securities to be purchased provided,
       however, that in the connection with an Early Settlement (as


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       such term is defined in the Purchase Contract Agreement) of the Purchase
       Contracts pursuant to Section 5.10 of the Purchase Contract Agreement,
       this Section 5(b) shall not apply, but the Company shall give the
       Purchaser prompt written notice of such Early Settlement.

       (d)   The first paragraph of the RenaissanceRe Option Agreement attached
as Exhibit B to the Investment Agreement is hereby amended by (i) inserting "AND
EXCEPT TO THE EXTENT PERMITTED HEREIN" immediately following the word
"APPROVALS" in the second sentence thereof, and (ii) deleting the reference to
"SECTION 6(C)" in the final sentence thereof and inserting "SECTION 6" in
replacement therefor.

       (e)   The last sentence of Section 3(e) of the RenaissanceRe Option
Agreement attached as Exhibit B to the Investment Agreement is hereby amended
and restated as follows:

             The "Initial Dividend" means the distributions described in items
       (i) and (ii) above per Common Share paid by the Company to all or
       substantially all holders of its Common Shares during the 2003 calendar
       year as determined by the Company's Board of Directors, up to a maximum
       of $0.44 per Common Share.

       (f)   Section 6(a) of the RenaissanceRe Option Agreement attached as
Exhibit B to the Investment Agreement is hereby amended by inserting the
following sentence immediately following the first sentence thereof:

             Notwithstanding anything to the contrary in this Agreement, RenRe
       may, at any time, assign or otherwise transfer, dispose or encumber the
       RenRe Option or the RenRe Option Shares in whole or in part to any direct
       or indirect wholly owned subsidiary of RenRe, provided that such
       transferee shall enter into an option agreement with the Company that is
       substantially identical to this Agreement.

       Section 2.    Miscellaneous.

       (a)   This Amendment shall be governed by and construed in accordance
with the laws of the State of New York, without regard to the conflicts of laws
rules of such State. This Amendment may be executed in one or more counterparts,
which together will constitute a single agreement.

       (b)   The captions herein are included for convenience of reference only
and shall be ignored in the construction or interpretation hereof.

       (c)   This Amendment may not be amended nor may any provision be waived
except by a writing signed, in the case of an amendment, by each party hereto
and, in the case of a waiver, by the party against whom the waiver is to be
effective. Except as otherwise permitted pursuant to the Investment Agreement,
this Amendment is not assignable by any of the parties without the prior written
consent of the other parties. This Amendment shall be binding upon and inure to
the benefit of the parties hereto, any subsidiary to whom the Shares are
delivered pursuant hereto, and their respective successors and permitted
assignees.


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       (d)   The Investment Agreement, as amended hereby, is and shall continue
to be in full force and effect and is hereby in all respects ratified and
confirmed. Except as expressly modified and amended hereby, all of the terms,
provisions and conditions of the Investment Agreement shall remain unchanged and
in full force and effect. On and after the effective date of the amendments to
the Investment Agreement set forth above, each reference in the Investment
Agreement (including the exhibits and schedules thereto) shall mean and be a
reference to the Investment Agreement as amended hereby.








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                  IN WITNESS WHEREOF, the parties hereto have caused this
Amendment to be duly executed by their respective authorized officers as of the
day and year first above written.


                                   RENAISSANCERE HOLDINGS LTD.


                                   By: /s/ John M. Lummis
                                       -----------------------------------------
                                   Name:  John M. Lummis
                                   Title: Executive Vice President and
                                          Chief Financial Officer


                                   PLATINUM UNDERWRITERS HOLDINGS, LTD.


                                   By: /s/ Jerome T. Fadden
                                       -----------------------------------------
                                   Name:  Jerome T. Fadden
                                   Title: President and Chief Executive Officer


                                   THE ST. PAUL COMPANIES, INC.


                                   By: /s/ Thomas A. Bradley
                                       -----------------------------------------
                                   Name:  Thomas A. Bradley
                                   Title: Executive Vice President and
                                          Chief Financial Officer






                       [Signature Page to Amendment No. 1]



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