Platinum Underwriters Holdings, Ltd.
The Belvedere Building
69 Xxxxx Bay Road
Xxxxxxxx XX 08 Bermuda
EXHIBIT 10.9
March 22, 2004
The St. Xxxx Companies, Inc.
000 Xxxxxxxxxx Xxxxxx
Xx. Xxxx, Xxxxxxxxx 00000
Gentlemen:
Reference is made to the Registration Rights Agreement dated
as of November 1, 2002 (the "Agreement"), between The St. Xxxx Companies, Inc.
("St. Xxxx") and Platinum Underwriters Holdings, Ltd. (the "Company"). Defined
terms used but not defined herein shall have the meanings ascribed thereto in
the Agreement.
Section 2.1 of the Agreement provides in pertinent part that,
from and after the first anniversary of the Closing, St. Xxxx has the right, on
four occasions, to require the Company to file certain registration statements
and, from and after the fifth anniversary of the Closing, St. Xxxx has the
right, on two additional occasions, to require the Company to file certain
registration statements, all in accordance with the terms and conditions set
forth in said Section 2.1 and the Agreement. St. Xxxx and the Company hereby
agree that, in the event of and after the filing by the Company of the universal
shelf registration statement on Form S-3 ("the Registration Statement") with the
Securities and Exchange Commission which was approved for filing by the Board of
Directors of the Company at its meeting held on March 12, 2004, which
registration statement includes 12,000,000 Common Shares (the "St. Xxxx Shares")
that may be sold by St. Xxxx (or certain subsidiaries) as selling shareholders,
St. Xxxx will have the right, on three occasions, to require the Company to file
certain registration statements and, from and after the fifth anniversary of the
Closing, St. Xxxx will have the right, on two additional occasions, to require
the Company to file certain registration statements, all in accordance with the
terms and conditions set forth in said Section 2.1 and the Agreement.
Each of St. Xxxx and the Company agrees that except as set
forth herein, their respective rights, duties and obligations with regard to the
registration, offering and sale of the St. Xxxx Shares under the Registration
Statement shall be as if the Registration Statement had been filed pursuant to a
Demand Request under the Agreement.
If you are in agreement with the foregoing, please acknowledge
such agreement and acceptance by signing in the space provided below.
PLATINUM UNDERWRITERS HOLDINGS, LTD.
By: /s/ Xxxxxx Xxxxxxxx
-------------------------------------
Name: Xxxxxx Xxxxxxxx
Title: Treasurer
Agreed and Accepted as of the Date Set Forth Above:
THE ST. XXXX COMPANIES, INC.
By: /s/ Xxxxxx X. Xxxxxxx
----------------------------------------
Name: Xxxxxx X. Xxxxxxx
Title: Executive Vice President and
Chief Financial Officer
