PLATINUM
UNDERWRITERS HOLDINGS, LTD.
 AMENDED
AND RESTATED SHARE UNIT PLAN
 FOR
NONEMPLOYEE DIRECTORS
 (Effective
as of July 24, 2008)
 
 1.
              Introduction
 The Board of Directors of Platinum
Underwriters Holdings, Ltd. (the “Company”) has determined that it is in the
best interests of the Company and its shareholders to amend and restate the
Company’s Share Unit Plan for Nonemployee Directors (as so amended and restated,
the "Plan"), which is intended to promote the interests of the Company and its
shareholders by paying part or all of the compensation of the Company's
nonemployee directors in the form of an economic equivalent of an equity
interest in the Company.  The Plan provides for the conversion of at
least 50 percent and up to 100 percent of the Director Fees for each calendar
year into units of measurement relating to the value of the Company's Common
Shares, and for payment to the director of the value of such units after five
calendar years (or upon termination from service on the Board, if earlier), so
that a director will normally receive payment under the Plan each successive
year in respect of the fees originally converted into units in the year
preceding the fifth calendar year prior to the year of
payment.
  2.
              Definitions
 
 (a)
"Board" means the Board of Directors of the Company.
 
 (b)
"Common Shares" means the common shares of the Company, par value
$0.01.
 
 (c)
"Company" means Platinum Underwriters Holdings, Ltd., a Bermuda
company.
 
 (d)
"Director Fees" means the annual retainer fee, meeting fees and committee fees
earned by the Participant for his service on the Board.
 
 (e)
“Dividend Equivalent Amount” means, as of any date that a cash dividend is paid
with respect to the Common Shares, an amount equal to the cash dividend per
Common Share multiplied by the number of Share Units credited to a Participant’s
Share Unit Account as of such date and with respect to which a benefit payment
has not been made.
 
 (f) "Fair
Market Value" of Common Shares as of a given date means the closing sales price
of Common Shares on the New York Stock Exchange or other exchange or securities
market as reflected on the composite index on the trading day immediately
preceding the date as of which Fair Market Value is to be determined, or in the
absence of any reported sales of Common Shares on such date, on the first
preceding date on which any such sale shall have been reported.  If
the Common Shares are not listed on the New York Stock Exchange or other
exchange or securities market on the date as of which Fair Market Value is to be
determined, the Board shall determine in good faith the Fair Market Value in
whatever manner it considers appropriate.
 
 (g)
"Mandatory Conversion" means the required conversion of 50 percent of a
Participant's Director Fees into a Share Unit Award pursuant to Section 5
hereof.
 
 (h)
"Participant" means a member of the Board who is not an employee of the Company
or any of its affiliates.
 
 (i)
"Realization Date" means, with respect to each Share Unit allocated to a
Participant's Share Unit Account, the first business day following the earlier
of (i) the date that is five years following the end of the calendar year that
includes the calendar quarter for which such Share Unit is awarded to such
Participant, or (ii) the date such Participant has a “separation from service”
from the Company (within the meaning of Section 409A of the Internal Revenue
Code of 1986, as amended) in connection with, or following, such Participant’s
cessation of service on the Board.
 
 (j)
"Share Unit" means a non-voting unit of measurement based on the value of a
Common Share, which entitles a participant to receive payment in accordance with
the terms of the Plan.
 
 (k)
"Share Unit Account" means a book account maintained by the Company reflecting
the Share Units allocated to a Participant pursuant to Section 5 hereof as a
result of the Participant's Mandatory Conversions and Voluntary Conversions and
such Dividend Equivalent Amounts as shall be credited thereto.
   
 
 (l)
"Share Unit Award" means an Award under Section 5 hereof of Share
Units.
 
 (m)
"Voluntary Conversion" means the conversion based on the election of a
Participant of all or part of such Participant's Director Fees otherwise payable
to such Participant in cash into a Share Unit Award pursuant to Section 5
hereof.
  3.
              Common
      Shares Subject to the Plan  (a) Number of Shares
 
 Subject to the following provisions of
this Section 3, the aggregate number of Common Shares that may be issued under
the Plan is 150,000 Common Shares.  The Common Shares to be delivered
under the Plan will be made available from authorized but unissued Common Shares
or from reacquired shares.  To the extent that any Share Unit Award is
forfeited or terminated for any reason or is not paid in Common Shares, the
number of Common Shares covered thereby shall not be charged against the
foregoing maximum share limitation.
 
 (b) Adjustments
 
 If there shall occur any
recapitalization, reclassification, share dividend, share split, reverse share
split, or other distribution with respect to the Common Shares, or other change
in corporate structure affecting the Common Shares, the Board may, in the manner
and to the extent that it deems appropriate and equitable and consistent with
the terms of this Plan, cause an adjustment to be made in (i) the maximum number
and kind of shares provided in Section 3(a) hereof and (ii) the Share Units
allocated to Participants' Share Unit Accounts in accordance with Section 5(e)
hereof.
  4.
              Administration
  The Plan shall be administered by the
Board.  The Board shall have full authority to administer the Plan,
including the discretionary authority to interpret and construe all provisions
of the Plan, to resolve all questions of fact arising under the Plan, and to
adopt such rules and regulations for administering the Plan as it may deem
necessary or appropriate.  Decisions of the Board shall be final and
binding on all parties.  The Board may delegate administrative
responsibilities under the Plan to appropriate officers or employees of the
Company.  All expenses of the Plan shall be borne by the
Company.
 
 5.
              Crediting
      of Share Units and Dividend Equivalent
Amounts
 
 (a)
Mandatory Conversions
 
 For each calendar quarter in which the
Plan is in effect, 50 percent of the aggregate dollar amount of a Participant's
Director Fees payable for such quarter shall be converted into a Share Unit
Award pursuant to Section 5(c) hereof.
 
 (b)
Voluntary Conversions
 
 For each calendar quarter in which the
Plan is in effect, a Participant may elect to convert all or any portion of his
Director Fees payable for such quarter (in addition to those required to be
converted under Section 5(a) hereof) into a Share Unit Award pursuant to Section
5(c) hereof.  Each Voluntary Conversion shall be made on the basis of
a Participant's written election stating the amount by which such Director Fees
shall be converted to a Share Unit Award.  Each such election shall be
made in the form required by the Board, shall be delivered to the Company no
later than December 31 of the calendar year immediately preceding the calendar
year for which the election is made, and shall be effective for each calendar
quarter of such calendar year.  In the case of a member of the Board
who first becomes a Participant in middle of a calendar year, such election for
such year must be made within 30 days following such member becoming a
Participant, and shall apply only to calendar quarters that begin following the
date such election is made.
 
 (c)
Share Unit Awards
 
 A Participant shall receive a Share
Unit Award for each calendar quarter in respect of his Mandatory Conversion and
any Voluntary Conversion applicable to such quarter.  Such Share Unit
Award shall equal the number of the Share Units determined by dividing (A) the
aggregate dollar amount of such Participant's Director Fees that are to be
converted into a Share Unit Award for the quarter, including the Mandatory
Conversion and any Voluntary Conversion, by (B) the Fair Market Value of the
Common Shares on the last business day of such calendar quarter.  Each
Share Unit Award shall be credited to a Participant's Share Unit Account as of
the first day following the end of the calendar quarter for which such Share
Unit Award is granted.
  
 
 (d)
Dividend Equivalent Amounts
 
 As of any date that a cash dividend is
paid with respect to the Common Shares, each Participant's Share Unit Account
shall be credited with a Dividend Equivalent Amount.  Such Dividend
Equivalent Amounts shall accumulate as dollar amounts (and not as additional
Share Units), and shall not accrue interest.  Such Dividend Equivalent
Amounts shall be treated as part of a Participant's Share Unit Account for
purposes of the Plan and shall be distributed in accordance with Section 6
hereof.
 
 (e) Certain
Adjustments
 
 If there shall occur any
recapitalization, reclassification, share dividend, share split, reverse share
split, or other distribution with respect to the Common Shares, or other change
in corporate structure affecting the Common Shares, the Board may, in the manner
and to the extent that it deems appropriate and equitable to the Participants
and consistent with the terms of this Plan, cause an adjustment to be made in
the Participants’ Share Unit Accounts.  It is intended that in making
such adjustments, the Board will seek to treat each Participant as if he were a
shareholder of the Common Shares of the number of Share Units credited to his
Share Unit Account (but without duplication of any benefits that may be provided
under Section 4(d) hereof).  Except as is expressly provided in this
Section, Participants shall have no rights as a result of any such change in the
Common Shares or other event.
  6.
              Distributions
      of Benefits  (a)
Valuation and Payment of Share Units
 
 Subject to Section 7 hereof, a
Participant shall be entitled to a benefit payment under the Plan with respect
to each Share Unit Award upon the Realization Date for such Share Unit
Award.  Such benefit payment shall be equal to the amount determined
by multiplying (A) the number of Share Units credited to the Participant's Share
Unit Account in respect of the Share Unit Award for which the Realization Date
has occurred by (B) the Fair Market Value of the Common Shares on the
Realization Date.  Each such benefit payment shall be made within 30
days after the applicable Realization Date, at the discretion of the Board, in
cash or in Common Shares, or in some combination thereof.
 
 (b)
Payment of Dividend Equivalent Amounts
 
 Subject to Section 7 hereof, any
Dividend Equivalent Amounts credited to a Participant's Share Unit Account
pursuant to Section 5(d) hereof shall be paid to such Participant in cash at the
same time as payment is made under Section 6(a) hereof of such Participant’s
Share Units in respect of which such Dividend Equivalent Amounts were credited
(including with respect to any dividends that may be declared on the underlying
Common Shares after the Realization Date).
 
 (c)
Payment of Nonconverted Fees
 
 Subject to Section 7 hereof, in the
event that a Participant ceases to be a member of the Board prior to the time
that Share Units are credited to his Share Unit Account pursuant to Section 5(c)
hereof in respect of his Mandatory Conversion or Voluntary Conversion for a
calendar quarter, the amount of all Director Fees earned by such Participant
during such quarter shall be paid to such Participant in cash within 30 days
after his termination of service as a director.
  7.
              Forfeiture
      of Benefits
  A Participant's benefits hereunder
shall be nonforfeitable, except that a Participant shall forfeit all rights to
all benefits hereunder in respect of Mandatory Conversions, Voluntary
Conversions, Share Units and Dividend Equivalent Amounts credited to such
Participant's Share Unit Account if such Participant's status as a director of
the Company is terminated for “Cause,” as determined by the Board in its sole
discretion.
  8.
              Beneficiaries
 
 Any payment required to be made to a
Participant hereunder that cannot be made to such Participant because of his
death shall be made to such Participant's beneficiary or beneficiaries, subject
to applicable law.  A Participant shall have the right to designate in
writing from time to time a beneficiary or beneficiaries by filing a written
notice of such designation with the Board.  In the event a beneficiary
designated by a Participant does not survive such Participant and no successor
beneficiary is selected, or in the event no valid designation has been made,
such Participant's beneficiary shall be such Participant's estate.
  9.
              Unfunded
      Status
 
 The Plan shall be unfunded, and
Mandatory Conversions, Voluntary Conversions, Share Units and Dividend
Equivalent Amounts credited to a Participant's Share Unit Account and all
benefits payable to a Participant under the Plan represent merely unfunded,
unsecured promises of the Company to pay a sum of money to such Participant in
the future.
  
  10.
              Transfers
      Prohibited
 
 No transfer (other than pursuant to
Section 8 hereof) by a Participant of any right to any payment hereunder,
whether voluntary or involuntary, by operation of law or otherwise, and whether
by means of alienation by anticipation, sale, transfer, assignment, bankruptcy,
pledge, attachment, charge, or encumbrance of any kind, shall vest the
transferee with any interest or right, and any attempt to so alienate, sell,
transfer, assign, pledge, attach, charge, or otherwise encumber any such amount,
whether presently or thereafter payable, shall be void and of no force or
effect.
  11.
              Limitation
      of Rights
 
 Nothing contained in the Plan shall
confer upon any Participant any right (i) as a shareholder of the Company or
(ii) with respect to the continuation of a Participant's status as a director of
the Company.
  12.
              Termination
      and Amendment
 
 The Plan may be terminated at any time
by the Board.  The Plan may be amended by the Board from time to time
in any respect; provided, however, that no such
termination or amendment may reduce the number or the value of Share Units or
any Dividend Equivalent Amounts theretofore credited or creditable to a
Participant's Share Unit Account without the affected Participant's prior
written consent.
  13.
              Choice
      of Law
 
 The Plan and all rights hereunder shall
be subject to and interpreted in accordance with the laws of the State of New
York, without reference to the principles of conflicts of laws, and to
applicable federal securities laws.