EXHIBIT 3.3


                          CERTIFICATE OF INCORPORATION
                                       OF
                      PLATINUM UNDERWRITERS FINANCE, INC.


     FIRST. The name of the corporation is Platinum Underwriters Finance, Inc.

     SECOND. The address of the corporation's registered office in the State of
Delaware is Corporation Trust Center, 1209 Orange Street in the City of
Wilmington, County of New Castle. The name of its registered agent at such
address is The Corporation Trust Company.

     THIRD. The purpose of the corporation is to engage in any lawful act or
activity for which corporations may be organized under the General Corporation
Law of Delaware.

     FOURTH. The total number of shares which the corporation shall have
authority to issue is 100 shares of Common Stock, and the par value of each of
such shares is $1.00.

     FIFTH. The name and mailing address of the incorporator is Matthew G.
Frankle, Esq., c/o Sullivan & Cromwell, 125 Broad Street, New York, New York
10004.

     SIXTH. Upon filing of this Certificate of Incorporation, and until
successors are elected and qualified, Jerome T. Fadden shall serve as the sole
director of the corporation.



     SEVENTH. The board of directors of the corporation is expressly authorized
to adopt, amend or repeal by-laws of the corporation.

     EIGHTH. Elections of directors need not be by written ballot except and to
the extent provided in the by-laws of the corporation.

     NINTH. A director of the corporation shall not be liable to the corporation
or its stockholders for monetary damages for breach of fiduciary duty as a
director, except to the extent that such exemption from liability or limitation
thereof is not permitted under the Delaware General Corporation Law as currently
in effect or as the same may hereafter be amended. No amendment, modification or
repeal of this Article NINTH shall adversely affect any right or protection of a
director that exists at the time of such amendment, modification or repeal.

     IN WITNESS WHEREOF, I have signed this certificate of incorporation this
10th day of May, 2002.



                                        /s/ Matthew G. Frankle
                                       ----------------------
                                       Matthew G. Frankle


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