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                                                                    Exhibit 10.2

                              DIRECTOR COMPENSATION

      Each director who is not an employee of Platinum Underwriters Holdings,
Ltd. (the "Company") (other than Mr. Newman) receives an annual retainer of
$35,000. In addition, the Chairman of the Audit Committee receives $20,000 per
year, and each member of that committee receives $10,000 per year. The Chairman
of each other committee of the Board of Directors receives $15,000 per year, and
each member of those committees who is not an employee of the Company receives
$7,500 per year. Each director who is not an employee of the Company (other than
Mr. Newman) also receives $2,500 for attendance at each meeting of the Board and
of any committee of which he is a member.

      In addition, under the Company's 2002 Share Incentive Plan, each
nonemployee director (other than Mr. Newman) receives annually, on the date of
the Annual General Meeting of Shareholders of the Company, an option to purchase
5,000 Common Shares with an exercise price equal to the fair market value of the
Common Shares on such date. This option has a five-year term and becomes
exercisable on the first anniversary of the date of grant. Any Common Shares
that become issuable under an option award shall be issued from the shares
previously authorized under the 2002 Share Incentive Plan, and shall be subject
to the terms and conditions of such plan.

      Mr. Newman entered into a letter agreement with St. Paul, dated March 1,
2002 and amended June 14, 2002, pursuant to which he agreed to serve as Chairman
of the Board of Directors of the Company. This agreement was assigned to and
assumed by the Company upon completion of the initial public offering of the
Company's Common Shares and equity security units on November 1, 2002 (the
"Initial Public Offering"). As Chairman, Mr. Newman is entitled to receive an
annual fee of $60,000, and a fee of $5,000 for each meeting of the Board of
Directors that he attends (not to exceed $20,000 per year). Pursuant to the
agreement, Mr. Newman received an option to purchase 975,000 Common Shares at
$22.50 per Common Share (the offering price of the Common Shares in the Initial
Public Offering) effective upon completion of the Initial Public Offering. This
option has a term of ten years and is exercisable in three equal annual
installments beginning November 1, 2003.

      Pursuant to the Share Unit Plan for Nonemployee Directors (the "Share Unit
Plan"), 50% of all fees earned by a director who is not an employee of the
Company or any of its affiliates (including retainer fees, meeting fees and
committee fees) during each calendar quarter are automatically converted into
that number of share units equal to the number of Common Shares which could have
been purchased with such fees, based upon the closing price of the Common Shares
on the last day of the calendar quarter. In addition to the 50% mandatory
conversion, each nonemployee director may elect to have up to a total of 100% of
his fees converted into share units, provided the election is made before the
start of the calendar year in which the fees are earned. No Common Shares are
actually purchased, but the value of the share units is dependent upon the
market value of the Common Shares. A nonemployee director will receive
distributions under the Share Unit Plan in respect of his share units, each such
share unit valued at the then closing price of one Common Share, following the
expiration of five calendar years following the year in which his fees were
originally converted into share units, or following termination of his service
on the Board of Directors, if earlier. Each distribution under the Share Unit
Plan will be made, at the discretion of the Board, either in cash or in Common
Shares or some combination thereof. The Share Unit Plan provides that a total of
150,000 shares may be issued thereunder.

      Under the Share Incentive Plan, a non-qualified option to purchase 25,000
Common Shares at $22.50 per Common Share (the offering price of the Common
Shares in the Initial Public Offering) was granted to each of the nonemployee
directors (other than Mr. Newman) effective upon completion of the Initial
Public Offering. Each option has a ten-year term and is exercisable in three
equal annual installments beginning November 1, 2003, except in the case of Mr.
Currie, whose option is exercisable beginning May 13, 2004, the first
anniversary of his election as a director. If elected as a director at the

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2005 Annual General Meeting of Shareholders, Mr. Deutsch will receive an option
to purchase 25,000 Common Shares with an exercise price equal to the closing
price of the Common Shares on the business day immediately preceding the date of
the Annual Meeting. This option will have a ten-year term and will be
exercisable in three equal installments beginning on April 26, 2006.

      Under the Company's Corporate Governance Guidelines, each director is
expected to retain all Common Shares received as compensation during such
director's term of service on the Board of Directors and until at least six
months thereafter.

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