EX-10.2






EXHIBIT 10.2




PLATINUM UNDERWRITERS REINSURANCE, INC.

2 World Financial Center

225 Liberty Street

Suite 2300

New York, New York 10281-1008





October 27, 2010



Ms. H. Elizabeth Mitchell


Platinum Underwriters Reinsurance, Inc.


2 World Financial Center


225 Liberty Street, Suite 2300


New York, New York 10281-1008



Dear Liz:



I am writing this letter (this “Letter Agreement”) to confirm the terms and conditions
of your employment with Platinum Underwriters Reinsurance, Inc. (“Platinum U.S.”) effective
as of the date hereof (the “Effective Date”). This Letter Agreement amends and restates in
its entirety the letter agreement between you and Platinum U.S., a wholly owned subsidiary of
Platinum Underwriters Holdings, Ltd. (“Holdings”), dated July 25, 2006.




	 	1.	 	Term of Employment.





Your employment hereunder will commence on the Effective Date and, subject to termination as
provided in Section 9, shall end on July 31, 2013; provided that, on August 1, 2013 and each
August 1 thereafter, the term of your employment shall automatically be extended by an additional
year unless Platinum U.S. or you give the other party written notice, at least 90 days prior to
such August 1, that Platinum U.S. has determined or you have determined that the term shall not be
so extended. Such employment period, as extended, shall hereinafter be referred to as the
“Term.”




	 	2.	 	Title and Duties.





During the Term, you will serve as President and Chief Executive Officer of Platinum U.S. You
will have such duties and responsibilities and power and authority as those normally associated
with such positions, plus any additional duties and responsibilities or power and authority
assigned to you by the Chairman of the Board of Directors of Platinum U.S.




	 	3.	 	Base Salary.





During the Term, Platinum U.S. will pay you a minimum base salary (“Base Salary”) at
an annual rate of $475,000, payable in cash in accordance with Platinum U.S.’s payroll practices as
in effect from time to time. Your Base Salary shall be reviewed annually.




	 	4.	 	Annual Bonus.





During each calendar year of the Term, you shall be eligible for an annual performance bonus
(“Annual Bonus”) pursuant to the terms of Holdings’ Amended and Restated Annual Incentive
Plan (the “AIP”). Your Annual Bonus shall have an incentive target equal to 125% of Base
Salary (the “Target Bonus”). You will be eligible for an Annual Bonus equal to the Target
Bonus multiplied by the “Performance Bonus Multiplier” as defined in the AIP (the “Formula
Bonus Amount”); provided, however, that the Compensation Committee of the Board
of Directors of Holdings (the “Committee”) will, in its sole discretion, determine the
actual Annual Bonus paid to you. The Performance Bonus Multiplier shall be a percentage, ranging
from 0% to 200%, depending on the “Performance Goals” relative to the “Performance Criteria,” as
such terms are defined in the AIP, all as established by the Committee for all participants in the
AIP. Your Annual Bonus shall be paid in accordance with the terms of the AIP following the end of
the calendar year to which it relates, subject to such terms and conditions as the Committee shall
require. Pursuant to the terms of the AIP, payment of your Annual Bonus shall be made in cash,
restricted share units or a combination thereof, as may be determined by the Committee in its sole
discretion at the time of payment. Notwithstanding the foregoing or anything in the AIP to the
contrary, as long as you are in compliance with the Share Ownership Guidelines adopted by the Board
of Directors of Holdings (as they may be amended from time to time by the Board of Directors of
Holdings, the “Guidelines”), the Annual Bonus shall be paid 100% in cash.




	 	5.	 	Executive Incentive Plan Awards.





During the Term, you will be a participant in Holdings’ Amended and Restated Executive
Incentive Plan (the “EIP”). On or prior to February 28 of each calendar year of the Term,
you will be eligible for an award under the EIP (each, an “EIP Award”) of that number of
share units under the EIP equal to 100% of your Base Salary divided by the Fair Market Value (as
defined in the 2010 Share Incentive Plan) of a Common Share (as defined below) on the date of grant
of such EIP Award, with a Performance Cycle (as defined in the EIP) of three years. The actual
amount, terms and conditions and the form of payment of any EIP Award will be determined by the
Committee in its sole discretion, in accordance with the terms of the EIP.




	 	6.	 	Share Ownership Guidelines.





Prior to the date hereof, you had achieved your required share ownership level of 50,000
common shares, par value $0.01 per share, of Holdings (the “Common Shares”) under the
Guidelines. You shall be required to maintain such level during the Term, subject to certain
exceptions as set forth in the Guidelines.




	 	7.	 	Employee Benefits.





During the Term, you will be eligible to participate in the employee benefit plans and
arrangements that are generally available to senior executives of Platinum U.S. and Holdings,
subject to the terms and conditions of such plans and arrangements. The Boards of Directors of
Platinum U.S. and Holdings reserve the right to amend or terminate any employee benefit plan or
arrangement at any time, and to adopt any new plan or arrangement.




	 	8.	 	Business Expenses.





During the Term, Platinum U.S. will reimburse you for all reasonable expenses incurred by you
in carrying out your duties and responsibilities under this Letter Agreement in accordance with its
policies for senior executives as in effect from time to time.




	 	9.	 	Termination of Employment.





(a) Termination for Good Reason or Without Cause. If you terminate your employment
during the Term for Good Reason or if your employment is terminated during the Term by Platinum
U.S. without Cause, (i) you will receive a lump sum cash payment equal to the sum of (A) one year’s
Base Salary and Target Bonus and (B) any earned but unpaid Base Salary and other amounts (including
reimbursable expenses and any vested amounts or benefits under the employee benefit plans or
arrangements of Platinum U.S. and Holdings) accrued or owing through the date of effectiveness of
such termination under the terms of the applicable arrangement; (ii) all unvested equity awards
will vest in accordance with their respective terms except as otherwise set forth herein; (iii) you
will receive a prorated Annual Bonus for the calendar year in which the termination of your
employment occurred (the “AIP Payment”) equal to the Formula Bonus Amount for such calendar
year multiplied by a fraction the numerator of which is the number of days of your service with the
Platinum Group in such calendar year and the denominator of which is 365; and (iv) you will receive
a payment in respect of each outstanding EIP Award in accordance with the terms thereof. Payment
and vesting of any amount under this Section 9(a) shall be subject to the provisions of Sections 12
and 13 hereof.



(b) Termination Other than for Good Reason; Termination for Cause.




(i) If you terminate your employment during the Term other than for Good Reason or if
your employment is terminated by Platinum U.S. during the Term for Cause, all equity awards
will be forfeited in accordance with their respective terms or as determined by the
Committee, and you will receive no further payments, compensation or benefits under this
Letter Agreement, except you will receive, upon the effectiveness of such termination, any
earned but unpaid Base Salary and other amounts (including reimbursable expenses and any
vested amounts or benefits under the employee benefit plans or arrangements of Platinum
U.S. and Holdings) accrued or owing through the date of effectiveness of such termination
under the terms of the applicable arrangement.




(ii) Notwithstanding the foregoing Section 9(b)(i), if you terminate your employment
upon the expiration of the Term (other than for Good Reason) in accordance with the notice
provision of Section 1 hereof, (A) you will receive any earned but unpaid Base Salary and
other amounts (including reimbursable expenses and any vested amounts or benefits under the
employee benefit plans or arrangements of Platinum U.S. and Holdings) accrued or owing
through the date of effectiveness of such termination under the terms of the applicable
arrangement; (B) you will receive a prorated Annual Bonus for the period from January 1
through July 31 of the year of such termination in cash in an amount equal to 7/12ths of
the Formula Bonus Amount for such year, subject to modification in the sole discretion of
the Committee (the “Prorated Bonus Payment”); (C) you will receive a payment in
respect of each outstanding EIP Award on a prorated basis based on your period of service
with the Platinum Group and the performance levels achieved by Holdings for the Performance
Cycle as of the end of the fiscal quarter preceding the termination of your employment with
Platinum U.S., provided that the terms and conditions, including the date and the form of
payment, of each EIP Award shall be determined by the Committee in its sole discretion, in
accordance with the terms of the EIP and the award agreement reflecting such EIP Award; and
(D) you hereby agree to be subject to Section 10(c) hereof. Payment and vesting of any
amount under this Section 9(b)(ii) shall be subject to the provisions of Sections 12 and 13
hereof.



(c) Death or Disability. Upon the termination of your employment during the Term on
account of your death or “Disability” (as defined below), (i) you or your beneficiaries will
receive upon the effectiveness of such termination (A) a pro-rata portion through the date of
effectiveness of such termination of your Target Bonus for the year of termination and (B) any
earned but unpaid Base Salary and other amounts (including reimbursable expenses and any vested
amounts or benefits under the employee benefit plans or arrangements of Platinum U.S. and Holdings)
accrued or owing through the date of effectiveness of such termination under the terms of the
applicable arrangement; and (ii) all unvested equity awards will vest in accordance with their
respective terms except as otherwise set forth herein. Payment and vesting of any amount under
this Section 9(c) shall be subject to the provisions of Sections 12 and 13 hereof.



(d) Definitions.




(i) Cause. For purposes of this Letter Agreement, “Cause” means (A)
your willful and continued failure to substantially perform your duties hereunder; (B) your
conviction of, or plea of guilty or nolo contendere to, a felony or other crime involving
moral turpitude; (C) your engagement in any malfeasance or fraud or dishonesty of a
substantial nature in connection with your position with the Platinum Group, or other
willful act that materially damages the reputation of the Platinum Group; (D) your breach
of any restrictive covenants in Section 10 hereof or in any option or other award agreement
between you and the Platinum Group; or (E) the sale, transfer or hypothecation by you
during the Term of Common Shares in violation of the Guidelines; provided,
however, that no such act, failure to act or event shall be treated as “Cause”
under this Letter Agreement unless you have been provided a detailed, written statement of
the basis for Platinum U.S.’s belief that such act, failure to act or event constitutes
“Cause” and have had at least thirty (30) days after receipt of such statement to take
corrective action. For purposes of this Section 9(d)(i), no act or failure to act will be
considered “willful” unless it is done, or failed to be done, in bad faith, and without
reasonable belief that the act or failure to act was in the best interest of Platinum U.S.




(ii) Good Reason. For purposes of this Letter Agreement, “Good
Reason” means, without your express written consent, (A) Platinum U.S. reduces your
Base Salary or your Target Bonus; (B) Platinum U.S. reduces the scope of your duties,
responsibilities or authority; (C) you are required to report to anyone other than the
Chairman of the Board of Directors of Platinum U.S. or the Chief Executive Officer of
Holdings; (D) Platinum U.S. requires you to be principally based other than in Platinum
U.S.’s offices in New York City, New York; (E) Platinum U.S. breaches any other material
provision of this Letter Agreement; or (F) Platinum U.S. elects not to extend the term as
provided herein; provided, however, that if you voluntarily consent to any
reduction or change described above in lieu of exercising your right to resign for Good
Reason and deliver such consent to Platinum U.S. in writing, then such reduction or change
shall not constitute “Good Reason” hereunder, but you shall have the right to resign for
Good Reason under this Letter Agreement as a result of any subsequent reduction or change
described above.




(iii) Disability. For purposes of this Letter Agreement, “Disability”
means a termination of your employment by Platinum U.S., if you have been rendered
incapable of performing your duties by reason of any medically determined physical or
mental impairment that can be expected to result in death or that can be expected to last
for a period of either (A) six or more consecutive months from the first date of your
absence due to the disability or (B) nine or more months during any twelve-month period.




(iv) The Platinum Group. For purposes of this Letter Agreement, the
“Platinum Group” means Holdings and its direct and indirect subsidiaries, or any of
the foregoing, as they may exist from time to time.




	 	10.	 	Covenants.





In exchange for the remuneration outlined above, in addition to providing services to Platinum
U.S. as set forth in this Letter Agreement, you agree to the following



covenants, which you agree are intended to survive the Term and any termination or expiration of
this Letter Agreement:



(a) Confidentiality. During the period of your employment and for all periods
following any termination of your employment for any reason, you will keep confidential any trade
secrets and confidential or proprietary information of the Platinum Group which are now known to
you or which hereafter may become known to you as a result of your employment or association with
the Platinum Group, and will not at any time, directly or indirectly, disclose any such information
to any person, firm or corporation, or use the same in any way other than in connection with the
business of the Platinum Group during, and at all times after, the termination of your employment.
For purposes of this Letter Agreement, “trade secrets and confidential or proprietary information”
means information unique to the Platinum Group which has a significant business purpose and is not
known or generally available from sources outside the Platinum Group or typical of industry
practice, but shall not include any of the foregoing (i) information that becomes a matter of
public record or is published in a newspaper, magazine or other periodical available to the general
public, other than as a result of any act or omission by you or (ii) information that is required
to be disclosed by any law, regulation or order of any court or regulatory commission, department
or agency, provided that you give prompt notice of such requirement to Platinum U.S. to enable the
Platinum Group to seek an appropriate protective order or confidential treatment.



(b) Non-Solicitation. You further covenant that during the term of your employment
with the Platinum Group and during the fifteen-month period following termination of such
employment for any reason, you will not, without the prior written consent of Platinum U.S.,
directly or indirectly, hire, or cause to be hired by an enterprise with which you may ultimately
become associated, any employee of Platinum U.S. (or its subsidiaries or affiliates) whose annual
compensation exceeds $100,000.



(c) Non-Competition. In the event that you terminate your employment with Platinum
U.S. pursuant to Section 9(b)(ii) hereof, you shall not, without the prior written consent of the
Board of Directors of Holdings, during the one-year period following termination of your employment
with Platinum U.S., directly or indirectly, engage in, hold an interest in, own, manage, operate,
control, direct, be connected with as a stockholder (other than as a holder of less than two
percent (2%) of a publicly-traded security), joint venturer, partner, consultant or employee, or
otherwise engage or participate in or be connected in any manner with, (i) any reinsurance business
(ii) any business directly engaged in the sale of derivatives used primarily as an alternative to
reinsurance, or (iii) any insurance business that competes with any insurance business engaged in
by the Platinum Group or in which the Platinum Group has plans to engage, in either case at the
time of the termination of your employment.



(d) Enforcement. You acknowledge that if you breach any provision of this Section 10,
the Platinum Group will suffer irreparable injury. It is therefore agreed that the Platinum Group
shall have the right to enjoin any such breach, without posting any bond, if permitted by a court
of the applicable jurisdiction. You hereby waive the adequacy of a remedy at law as a defense to
such relief. The existence of this right to injunctive, or other equitable relief, shall not limit
any other rights or remedies which the Platinum Group may have at law or in equity including,
without limitation, the right to monetary, compensatory and punitive damages. You acknowledge and
agree that the provisions of this Section 10 are reasonable and necessary for the successful
operation of the Platinum Group. In the event an arbitrator or a court of competent jurisdiction
determines that you have breached your obligations in any material respect under this Section 10,
Platinum U.S., in addition to pursuing all available remedies under this Letter Agreement, at law
or otherwise, and without limiting its right to pursue the same shall cease all payments to you
under this Letter Agreement. If any provision of this Section 10 is determined by a court of
competent jurisdiction to be not enforceable in the manner set forth in this Letter Agreement, you
and Platinum U.S. agree that it is the intention of the parties that such provision should be
enforceable to the maximum extent possible under applicable law. If any provisions of this Section
10 are held to be invalid or unenforceable, such invalidation or unenforceability shall not affect
the validity or enforceability of any other provision of this Letter Agreement (or any portion
thereof).




	 	11.	 	Miscellaneous Provisions.





(a) All compensation paid to you under this Letter Agreement shall be subject to all
applicable income tax, employment tax and all other federal, state and local tax withholdings and
deductions.



(b) This Letter Agreement constitutes the entire agreement between you and Platinum U.S. with
respect to the subject matter hereof and supersedes any and all prior agreements or understandings
between you and the Platinum Group with respect to the subject matter hereof, whether written or
oral. This Letter Agreement may not be amended or terminated without the prior written consent of
you and Platinum U.S.



(c) This Letter Agreement may be executed in any number of counterparts which together will
constitute but one agreement.



(d) This Letter Agreement will be binding on and inure to the benefit of our respective
successors and, in your case, your heirs and other legal representatives. Other than as provided
herein, the rights and obligations described in this Letter Agreement may not be assigned by either
party without the prior written consent of the other party.



(e) Subject to Section 10(d) of this Letter Agreement, all disputes arising under or related
to this Letter Agreement will be settled by arbitration under the Commercial Arbitration Rules of
the American Arbitration Association then in effect as the sole and exclusive remedy of either
party. Such arbitration shall be held in New York City. Any judgment on the award rendered by
such arbitration may be entered in any court having jurisdiction over such matters. Each party’s
costs and expenses of such arbitration, including reasonable attorney fees and expenses, shall be
borne by such party, unless you are, in whole, and not in part, the prevailing party in the award
entered in such arbitration, in which case, all such costs and expenses shall be borne by Platinum
U.S.



(f) All notices under this Letter Agreement will be in writing and will be deemed effective
when delivered in person, or five (5) days after deposit thereof in the mails, postage prepaid, for
delivery as registered or certified mail, addressed to the respective party at the address set
forth below or to such other address as may hereafter be designated by like notice. Unless
otherwise notified as set forth above, notice will be sent to each party as follows:




H. Elizabeth Mitchell, to:




The address maintained in Platinum U.S.’s records.




Platinum U.S., to:




Platinum Underwriters Reinsurance, Inc.


2 World Financial Center


225 Liberty Street


Suite 2300


New York, New York 10281-1008


Attention: Chairman of the Board of Directors



In lieu of personal notice or notice by deposit in the mail, a party may give notice by confirmed
fax or e-mail, which will be effective upon receipt.



(g) This Letter Agreement will be governed by and construed and enforced in accordance with
the laws of the State of New York without reference to rules relating to conflict of laws.



(h) This Letter Agreement supercedes any inconsistent provisions of any plan or arrangement
that would otherwise be applicable to you to the extent such provisions would limit any rights
granted to you hereunder or expand any restrictions imposed on you hereby.



(i) To the extent that the terms “Cause” and “Good Reason” are used in any award agreements
between you and the Platinum Group, such award agreements shall be deemed to be amended so that
such terms shall have the meanings given thereto in this Letter Agreement or in any other
employment agreement between you and the Platinum Group as may be in effect from time to time.




	 	12.	 	Section 409A.





(a) Subject to any delay required by Section 12(b) hereof, all payments or vesting rights
provided under Sections 9(a), 9(b(ii) and 9(c) hereof shall be paid or vest on the date that is
sixty (60) days following your “separation from service” (within the meaning of Treas. Reg. Section
1.409A-1(h)); provided, however, that (i) the timing of payments governed by a
separate award agreement shall be determined by such award agreement, and (ii) any payment pursuant
to the terms of the AIP (including the AIP Payment and the Prorated Bonus Payment) shall in all
events be made in the calendar year immediately following the calendar year in which the bonus was
earned.



(b) To the extent applicable, the provisions of this Letter Agreement and any payments made
pursuant hereto are intended to comply with, and should be interpreted consistent with, the
requirements of Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”),
and any related regulations or other effective guidance promulgated thereunder (collectively,
“Section 409A”). The time or schedule of a payment to which you are entitled under this
Letter Agreement may be accelerated at any time that this Letter Agreement fails to meet the
requirements of Section 409A and any such payment will be limited to the amount required to be
included in your income as a result of the failure to comply with Section 409A. If an amendment of
the Letter Agreement is necessary in order for it to comply with Section 409A, the parties hereto
will negotiate in good faith to amend the Letter Agreement in a manner that preserves the original
intent of the parties to the extent reasonably possible. Notwithstanding any provision in this
Letter Agreement to the contrary, if you are a “specified employee” (within the meaning of Section
409A) on the date of your “separation from service,” then with regard to any payment or benefit
that is considered “deferred compensation” under Section 409A payable on account of a “separation
from service” that is required to be delayed pursuant to Section 409A(a)(2)(B) of the Code (after
taking into account any applicable exceptions to such requirement), such payment or benefit shall
not be paid or commence to be paid on any date prior to the first business day after the date that
is six months following your “separation from service.” The first payment that can be made shall
include the cumulative amount of any amounts that could not be paid during such six-month period.
Notwithstanding the foregoing, a payment delayed pursuant to the preceding two sentences shall
commence earlier in the event of your death prior to the end of the six-month period.
Notwithstanding any provision in this Letter Agreement to the contrary, for purposes of any
provision of this Letter Agreement providing for the payment of any amounts or benefits upon or
following a termination of employment that are considered “deferred compensation” under Section
409A, references to your “termination of employment” (and corollary terms) with Platinum U.S. shall
be construed to refer to your “separation from service” (within the meaning of Treas. Reg. Section
1.409A-1(h)) with Platinum U.S.



(c) With respect to any reimbursement or in-kind benefit arrangements of Platinum U.S. or
under this Letter Agreement that constitute “deferred compensation” for purposes of Section 409A,
except as otherwise permitted by Section 409A, the following conditions shall be applicable: (i)
the amount eligible for reimbursement, or in-kind benefits provided, under any such arrangement in
one calendar year may not affect the amount eligible for reimbursement, or in-kind benefits to be
provided, under such arrangement in any other calendar year (except that the health and dental
plans may impose a limit on the amount that may be reimbursed or paid), (ii) any reimbursement must
be made on or before the last day of the calendar year following the calendar year in which the
expense was incurred, and (iii) the right to reimbursement or in-kind benefits is not subject to
liquidation or exchange for another benefit.



(d) Whenever a payment under this Letter Agreement specifies a payment period with reference
to a number of days (e.g., “payment shall be made within 30 days after termination of employment”),
the actual date of payment within the specified period shall be within the sole discretion of
Platinum U.S. Whenever payments under this Letter Agreement are to be made in installments, each
such installment shall be deemed to be a separate payment for purposes of Section 409A.




	 	13.	 	Release.





All payments and benefits provided under Sections 9(a), 9(b)(ii) or 9(c) hereof shall be
conditioned upon you (or if applicable, your estate, heirs or legal representatives) executing and
honoring a Full and Complete Waiver, Release and Agreement substantially in the form attached
hereto as Exhibit 1 (the “Release”). Further, if the Release is not executed, valid and
irrevocable prior to the date a payment or benefit would be due or vest under Section 12(a) hereof,
then such payment or benefit shall be forfeited.



1



If this Letter Agreement correctly reflects your understanding, please sign and return one
copy to me for Platinum U.S.’s records.



PLATINUM UNDERWRITERS REINSURANCE, INC.



By: /s/ Michael D. Price

Michael D. Price

Chairman of the Board of Directors




The above Letter Agreement correctly reflects our understanding, and I hereby confirm my agreement
to the same as of the date first above written.



/s/ H. Elizabeth Mitchell


H. Elizabeth Mitchell



EXHIBIT 1




FULL AND COMPLETE WAIVER, RELEASE

AND AGREEMENT




(this “Release”)




I, H. Elizabeth Mitchell, in consideration of the benefits (the “Benefits”) provided
in my employment agreement with Platinum Underwriters Reinsurance, Inc., dated October 27, 2010,
(the “Employment Agreement”) for myself and my heirs, executors, administrators and
assigns, do hereby knowingly and voluntarily release and forever discharge Platinum Underwriters
Reinsurance, Inc., and its subsidiaries, affiliates predecessors, successors, agents and
representatives (collectively, the “Companies”) and their respective current and former
directors, officers and employees from, and covenant not to sue or proceed against any of the
foregoing on the basis of, any and all claims, actions and causes of action upon or by reason of
any matter arising out of my employment by the Companies and the cessation of said employment, and
including, but not limited to, any alleged violation of those federal, state and local laws
prohibiting employment discrimination based on age, sex, race, color, national origin, religion,
disability, veteran or marital status, sexual orientation, or any other protected trait or
characteristic, or retaliation for engaging in any protected activity, including, without
limitation, the Age Discrimination in Employment Act of 1967, 29 U.S.C. 621 et seq. (the
“ADEA”), as amended by the Older Workers Benefit Protection Act, P.L. 101-433, the Equal
Pay Act of 1963, 9 U.S.C. 206 et seq., Title VII of the Civil Rights Act of 1964, as amended, 42
U.S.C. 2000e et seq., the Civil Rights Act of 1866, 42 U.S.C. 1981, the Civil Rights Act of 1991,
42 U.S.C. 1981a, the Americans with Disabilities Act, 42 U.S.C. 12101 et seq., the Rehabilitation
Act of 1973, 29 U.S.C. 791 et seq., the Family and Medical Leave Act of 1993, 28 U.S.C. 2601 and
2611 et seq., the New York State and New York City Human Rights Laws, and equivalent provisions
under Bermuda law (including, without limitation, the Employment Act 2000 and the Human Rights Act
1981), whether KNOWN OR UNKNOWN, fixed or contingent, which I ever had, now have, or may have, or
which I, my heirs, executors, administrators or assigns hereafter can, shall or may have, from the
beginning of time through the date on which I sign this Full and Complete Waiver, Release and
Agreement (this “Release”), including, without limitation, those arising out of or related
to my employment or separation from employment with the Companies (collectively, the “Released
Claims”). I specifically waive the benefit of any statute or rule of law which, if applied to
this Release, would otherwise exclude from its binding affect any claims not now known by me to
exist. This Release does not purport to waive (i) claims arising under these laws after the date
of this Release or any claims for breach of this Release, (ii) claims relating to post-termination
benefits provided under the terms of the Employment Agreement or (iii) any claims to
post-termination benefits under the terms of any employee benefit plan of the Companies.



I further agree, promise and covenant that, to the maximum extent permitted by law, neither I
nor any person, organization, or other entity acting on my behalf has filed or will file any
complaint, charge, claim or suit or cause or permit to be filed, charged or claimed, any action for
damages or other relief (including injunctive, declaratory, monetary or other relief) against the
Companies or any other releasee involving any matter occurring in the past up to the date of this
Release, or involving or based upon any claims, demands, causes of action, obligations, damages or
liabilities which are the subject of this Release. This Release shall not affect any rights I may
have under the Older Workers Benefit Protection Act to have a judicial determination of the
validity of this Release and does not purport to limit any right I may have to file a charge under
the ADEA or other civil rights statute or to participate in an investigation or proceeding
conducted by the Equal Employment Opportunity Commission or other investigative agency. This
Release does, however, waive and release any right to recover damages under the ADEA or other civil
rights statute.



I hereby warrant and represent that I have made no sale, assignment, or other transfer, or
attempted sale, assignment, or other transfer, of any of the Released Claims. I fully understand
and agree that:




	 	1.	 	This Release is in exchange for the Benefits, to which I would otherwise not
be entitled;






	 	2.	 	I am hereby advised to consult and have had the opportunity to consult with
an attorney before signing this Release;






	 	3.	 	I have twenty-one (21) days from my receipt of this Release within which to
consider whether or not to sign it;






	 	4.	 	I have seven (7) days following my signature of this Release to revoke the
Release; and






	 	5.	 	This Release shall not become effective or enforceable until the revocation
period of seven (7) days has expired.





If I choose to revoke this Release, I must do so by notifying Platinum Underwriters
Reinsurance, Inc. in writing. This written notice of revocation must be faxed and mailed by first
class mail within the seven (7) day revocation period and addressed as follows:




Platinum Underwriters Reinsurance, Inc.


2 World Financial Center


225 Liberty Street


Suite 2300


New York, New York 10281-1008


Attention: Chairman of the Board of Directors



With a copy to:




Dewey & LeBoeuf LLP


1301 Avenue of the Americas


New York, New York 10019


Attention: Linda E. Ransom, Esq.


Fax: 212-259-6333



This Release is the complete understanding between me and the Companies in respect of the
subject matter of this Release and supersedes all prior agreements relating to the same subject
matter. I have not relied upon any representations, promises or agreements of any kind except
those set forth herein in signing this Release.



In the event that any provision of this Release should be held to be invalid or unenforceable,
each and all of the other provisions of this Release shall remain in full force and effect. If any
provision of this Release is found to be invalid or unenforceable, such provision shall be modified
as necessary to permit this Release to be upheld and enforced to the maximum extent permitted by
law. This Release is to be governed by and construed and enforced in accordance with the laws of
the State of New York without reference to rules relating to conflict of laws. This Release inures
to the benefit of the Companies and their successors and assigns. I have carefully read this
Release, fully understand each of its terms and conditions, and intend to abide by this Release in
every respect. As such, I knowingly and voluntarily sign this Release.



     


H. Elizabeth Mitchell



Dated:       




2