EX-10.2



 





Exhibit 10.2



			
	
	 	Two World Financial Center

225 Liberty Street, 23rd Floor

New York, New York 10281






July 25, 2006




Ms. H. Elizabeth Mitchell

107 West 89th Street

Apartment 2-B

New York, NY 10024



Dear Liz:



Reference is made to (i) the letter agreement dated October 14, 2002, from St. Paul Re., Inc. to
you (the “First Letter Agreement”), which has been assigned to Platinum Underwriters Reinsurance,
Inc., a Maryland corporation (“Platinum”) and (ii) the supplemental letter agreement dated June 24,
2004 (the “Supplemental Letter Agreement”). I am writing this letter (the “Letter Agreement”) to
restate the terms of your employment with Platinum given your election as President effective
August 1, 2005. This Letter Agreement is intended to amend and restate the First Letter Agreement
and the Supplemental Letter Agreement.



1. Termination of Employment.





(a) Termination for Good Reason or Without Cause. If you terminate your employment for
“Good Reason” (as defined below) or if your employment is terminated by Platinum without “Cause,”
(as defined below) you will receive, immediately upon the effectiveness of any such termination,
a lump sum cash payment equal to the sum of (i) one year’s Base Salary and Target Bonus, and (ii)
any earned but unpaid Base Salary or other amounts (including reimbursable expenses and any
vested amounts or benefits under Platinum’s otherwise applicable employee benefit plans or
programs) accrued or owing through the date of termination. The foregoing payment will be
conditioned upon you executing and honoring a standard waiver and release of claims in favor of
Platinum in a form determined by Platinum.




(b) Termination Other than for Good Reason: Termination for Cause. If you terminate your
employment during the Term other than for Good Reason, or, if your employment is terminated by
Platinum for Cause, you will receive no further payments, compensation or benefits under this
Letter Agreement,
except you will be eligible to receive, upon the effectiveness of such termination, amounts
(including



 









 










July 25, 2006

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reimbursable expenses and any vested amounts or benefits under Platinum’s employee
benefit plans or programs) accrued or owing prior to the effectiveness of such termination.



(c) Death or Disability. Upon the termination of your employment on account of your
death or Disability, you or your beneficiaries will receive (i) any unpaid Base Salary through
the date of termination plus a pro-rata portion through the date of termination of your Target
Bonus for the year of termination, and (ii) all other unpaid amounts (including reimbursable
expenses and any vested amounts or benefits under Platinum’s employee benefit plans or
programs) accrued or owing prior to the effectiveness of such termination.



(d) Definitions.





	 	(i)	 	Cause. For purposes of this Letter Agreement, “Cause” means (i) your willful
and continued failure to substantially perform your duties as President; (ii) your
conviction of, or plea of guilty or nolo contendere to, a felony or other crime involving
moral turpitude; or (iii) your engagement in any malfeasance or fraud or dishonesty of a
substantial nature in connection with your position with Platinum or its subsidiaries.
	 
	 	(ii)	 	Good Reason. For purposes of this Letter Agreement, “Good Reason” means (i)
Platinum reduces your Base Salary or your Target Bonus without your express written
consent; (ii) Platinum reduces the scope of your duties, responsibilities or authority
without your express written consent; (iii) Platinum requires you to report to anyone
other than Michael Price (or his successor) as the Chief Executive Officer of Platinum
Underwriters Holdings, Ltd. and Chairman of the Board of Platinum; (iv) Platinum requires
you to be principally based other than in Platinum’s offices in New York; or (v) Platinum
breaches any other material provision of this Letter Agreement; 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 in writing, then such reduction, transfer 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 described above.
	 
	 	(iii)	 	Disability. For purposes of this Letter Agreement, “Disability” means a
termination of your employment by Platinum if you have been rendered incapable of performing
your duties to Platinum by reason of any medically determined physical or mental impairment
that can be expected to last for a period of either (i) six or more consecutive months from
the first date of your absence due to the disability or (ii) nine or more months during any
twelve-month period.




 









 
















July 25, 2006

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	2.	 	Miscellaneous Provisions.






(a) This Letter Agreement may not be amended or terminated without the prior written consent of
you and Platinum. 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.




(b) 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. 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 the
prevailing party in the award entered in such arbitration, in which case, all such costs and
expenses shall be borne by Platinum.




(c) This Letter agreement supercedes any inconsistent provisions of any
plan or arrangement regarding severance payments 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.


This letter agreement is intended to be a binding obligation upon Platinum and yourself. If this
Letter Agreement correctly reflects your understanding, please sign and return one copy to me for
Platinum’s records.




	 	 	 	 	 	 	 
	 	 	PLATINUM UNDERWRITERS REINSURANCE, INC.	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Michael D. Price
 

Michael D. Price
	 	 
	 

	 	 	 	Chairman of the Board	 	 






 









 











July 25, 2006

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The above Letter Agreement correctly reflects our understanding, and I hereby confirm my agreement
to the same.




	 	 	 
	/s/ H. Elizabeth Mitchell
 

H. Elizabeth Mitchell

	 	 





Dated as of July 25, 2006