EIP
SHARE UNIT AWARD AGREEMENT
 
 Platinum
Underwriters Holdings, Ltd.
 Amended and Restated
Executive Incentive Plan
   
 This EIP
SHARE UNIT AWARD AGREEMENT (this “Award Agreement”)
made as of this _____ day of _______________, 20___, between Platinum
Underwriters Holdings, Ltd., a Bermuda company (the “Company”), and
____________________ (the “Participant”), is
made pursuant to the terms of the Company’s Amended and Restated Executive
Incentive Plan (the “Plan”) in conjunction
with the Company’s 2006 Share Incentive Plan or any successor plan (the “Share
Incentive Plan”) and, if applicable, the Company’s Section 162(m) Performance
Incentive Plan or any successor plan.
  Section
1.                                Definitions.  Capitalized
terms used herein but not defined shall have the meanings set forth in the
Plan.  For purposes of this Award Agreement, the terms “Disability”
and “Separation from Service” shall have the meanings attributed to such terms
under section 409A of the Internal Revenue Code and the treasury regulations and
other guidance promulgated thereunder.
  Section
2.                                Share Unit
Award.  The Company hereby grants to the Participant a Share
Unit Award of ___ share units (the “Share Units”) in
respect of the ______ Performance Cycle (the “Performance Cycle”)
under the Plan.  The Share Units are notional, non-voting units of
measurement based on the Fair Market Value (as defined in the Share Incentive
Plan) of the Common Shares, which will entitle the Participant to receive a
payment, subject to the terms hereof, in Common Shareswithin thirty (30) days
following the Vesting Date (as hereinafter defined).
  Section
3.                                Vesting
Requirements.  The Share Units shall become fully vested on the
third anniversary of the date hereof (the “Vesting Date”),
subject to the Participant’s continued employment with the Company or any of its
subsidiaries through the Vesting Date.
  Section
4.                                Termination of Employment;
Breach of Certain Covenants.
  (a)           General
Rule.  Subject to the provisions of Section 4(b) hereof, in the
event of the Participant’s termination of employment with the Company or any of
its subsidiaries for any reason prior to the Vesting Date, the Share Units shall
be immediately forfeited and automatically cancelled without further action of
the Company.  If the Participant breaches Section 8.A hereof prior to
the Vesting Date, the Company may require the Participant to forfeit the
Participant's interest in the Share Units.  In the event of the
Participant's termination of employment by the Company or any of its
subsidiaries for "Cause" (as hereinafter defined) or the breach by the
Participant of Section 8.B hereof or any covenant not to compete with the
Company or any of its subsidiaries to which the Participant is or becomes
subject (a "Non-Compete Covenant"), (i) the Participant's rights with respect to
any Share Units hereunder, whether or not vested, may be forfeited and cancelled
by the Company and (ii) the Company may require the Participant to return to the
Company any or all of the Common Shares distributed to the Participant under
this Award, in such manner and on such terms and conditions as may be required
by the Company.  For purposes of this Award Agreement, "Cause" shall
mean (i) the Participant's willful and continued failure to substantially
perform the Participant's duties to the Company or any of its subsidiaries;
(ii) the Participant's conviction of, or plea of guilty or nolo contendere
to, a felony or other crime involving moral turpitude; (iii) the
Participant's engagement in any malfeasance or fraud or dishonesty of a
substantial nature in connection with the Participant's position with the
Company or any of its subsidiaries, or other willful act that materially damages
the reputation of the Company or any of its subsidiaries; (iv) the
Participant's breach of Section 8.B hereof or a Non-Compete Covenant; or
(v)  the sale, transfer or hypothecation by the Participant of Common
Shares in violation of the Share Ownership Guidelines of the Company; provided, however, that no such
act, failure to act or event that is capable of being cured by the Participant
shall be treated as “Cause” under this Award Agreement unless the Participant
has been provided a detailed, written statement of the basis for the Company’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 cure such act,
failure to act or event.  Notwithstanding the foregoing, the
definition of Cause in any employment or severance agreement between the Company
or any subsidiary and the Participant in effect at the time of termination of
employment shall supersede the foregoing definition.  For purposes of
this Award Agreement, no act or failure to act shall 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 the
Company.
   -
1 -
   (b)           Exceptions.  Notwithstanding
the provisions of Section 4(a) hereof, in the event of the Participant’s
termination of employment with the Company or any of its subsidiaries prior to
the Vesting Date (i) by the Company or any of its subsidiaries without Cause,
(ii) as a result of the Participant's death or Disability, or (iii) upon the
Participant’s retirement from the Company with the consent of the Committee, the
Participant shall be entitled to receive a payment in respect of the Share Units
on a prorated basis, based on the period of the Participant’s service with the
Company and the performance levels achieved by the Company for the Performance
Cycle as of the end of the fiscal quarter following the date of
termination.  Notwithstanding the foregoing, the Participant’s
employment will be treated as having been terminated without Cause under this
Award Agreement in the event of any termination by the Participant for “good
reason,” as such term or comparable term is defined under any employment
agreement in effect from time to time between the Participant and the Company or
any subsidiary of the Company.
  Section
5.                                Payment of
Award.
  (a)           General.  Subject
to the provisions of Sections 5(c) and 5(d) hereof, payment in respect of the
Award hereunder shall be made in Common Shares as soon as practicable following
the later of the Vesting Date and the date that the Committee shall have
approved the financial results of the Company for the Performance Cycle,
provided no payment hereunder may be made following the later of: (i) the last
day in the calendar year in which the Vesting Date occurs, and (ii) the 15th day
of the third month following the Vesting Date.  The amount of the
payment to be made in respect of the Award will be determined in accordance with
the terms of this Award Agreement, the Plan and the payment schedule set forth
as Exhibit A
hereto, which is based on the degree of the Company’s achievement of Average ROE
(i.e. return on
equity) during the Performance Cycle.
  (b)           Withholding.  The
payment in respect of the Share Units shall be made to the Participant after
deduction of applicable withholding taxes in the amount determined by the
Committee, which shall be withheld at the applicable supplemental wage
withholding rate, or such other rate as determined by the Committee, provided that such
amount shall not exceed the Participant’s estimated federal, state and local tax
obligation with respect to payment in respect of the Share Units.  In
lieu of the foregoing, the Committee may allow the Participant to pay the
applicable withholding taxes to the Company in cash or such other form as
approved by the Committee.
  (c)           Separation from
Service.  Notwithstanding the provisions of Section 5(a)
hereof, with respect to a payment pursuant to Section 4(b) hereof (other than a
payment as a result of the death of a Participant), the Participant shall
receive such payment on the date that is six (6) months following a Separation
from Service.  With respect to a payment pursuant to Section 4(b)
hereof as a result of the death of the Participant, the amount due under Section
4(b) shall be paid as soon as practicable following such death but in no event
following the later of: (i) the last day in the calendar year in which the death
occurs, and (ii) the 15th day of the third month following such
death.
  (d)           Change in
Control.  Notwithstanding the provisions of Section 5(a)
hereof, upon a Change in Control of the Company that constitutes a change in
ownership or effective control of the Company (or a change in the ownership of a
substantial portion of the Company’s assets), within the meaning of Section 409A
of the Code, the Participant shall receive payment in respect of the Award
hereunder in accordance with the provisions of Section 8 of the
Plan.  Notwithstanding the foregoing, the Participant shall in no
event receive any such payment following the later of: (i) the last day in the
calendar year in which the Change in Control occurs, and (ii) the 15th day of
the third month following the Change in Control.
  Section
6.                                Restrictions on
Transfer.  No portion of the Share Units may be sold, assigned,
transferred, encumbered, hypothecated or pledged by the Participant, other than
to the Company as a result of forfeiture of the Share Units as provided herein,
unless and until the payment of the Share Units in accordance with Section 5
hereof.
  Section
7.                                Limitation of
Rights.  The Participant shall not have any privileges of a
shareholder of the Company with respect to the Common Shares payable hereunder,
including without limitation any right to vote such shares or to receive
dividends or other distributions in respect thereof, until the date of the
issuance to the Participant of a share certificate evidencing such Common
Shares.  Nothing in this Award Agreement shall confer upon the
Participant any right to continue as an employee of the Company or any
subsidiary or to interfere in any way with any right of the Company to terminate
the Participant’s employment at any time.
  Section
8.                                Restrictive
Covenants.  The effectiveness of this Award Agreement is
conditioned upon the Participant honoring the following restrictive covenants
(the “Restrictive Covenants”).  These Restrictive Covenants are not
intended to amend or supersede the terms of any noncompetition or other
restrictive covenant agreed to between the Company and the Participant or to
which the Participant is subject.
   -
2 -
   A.           Nondisclosure of
Confidential Information.  The Participant acknowledges that
during the course of the Participant’s employment with the Company and/or its
subsidiaries (collectively, the “Companies”) the Participant has had or will
have access to and knowledge of certain information that the Companies consider
confidential, and that the release of such information to unauthorized persons
would be extremely detrimental to the Companies.  As a consequence,
the Participant hereby agrees and acknowledges that the Participant owes a duty
to the Companies not to disclose, and agrees that without the prior written
consent of the Company, at any time following the date hereof, either during or
after the Participant’s employment with any of the Companies, the Participant
will not communicate, publish or disclose, to any person anywhere or use, any
Confidential Information (as hereinafter defined), except as may be necessary or
appropriate to conduct the Participant’s duties to the Companies (provided the
Participant is acting in good faith and in the best interests of the Companies)
or as may be required by law or judicial process.  The Participant
will use best efforts at all times to hold in confidence and to safeguard any
Confidential Information from falling into the hands of any unauthorized
person.  The Participant will return to the Companies all Confidential
Information in the Participant’s possession or under the Participant’s control
whenever any of the Companies shall so request, and in any event will promptly
return all such Confidential Information if the Participant’s relationship with
the Companies is terminated for any or no reason and will not retain any copies
thereof.  For purposes hereof, the term “Confidential Information”
shall mean any information used by or belonging or relating to the Companies
that is not known generally to the industry in which the Companies are, or may
be, engaged and which the Companies maintain on a confidential basis, including,
without limitation, any and all trade secrets and proprietary information,
information relating to the business and services, any employee information,
customer lists and records, business processes, procedures or standards,
know-how, manuals, business strategies, records, financial information, in each
case, whether or not reduced to writing or stored electronically, as well as any
information that the Companies advise the Participant should be treated as
confidential.
 
 B.           Non-Solicitation and
Non-Hire of Employees.  The Participant agrees that for a
period beginning on the date hereof and ending 12 months following the date of
the Participant’s termination of employment with the Companies for any reason,
the Participant shall not, on the Participant’s own behalf or on behalf of any
other person or entity, without the prior written consent of the Company,
directly or indirectly, solicit, hire or cause to be solicited or hired by an
enterprise with which Participant may ultimately become associated, or
participate in or promote the solicitation of, interfere with, attempt to
influence or otherwise affect the employment of, any employee of the Companies
whose annual compensation exceeds $100,000.
 
 C.           Representation of
Participant.  Upon the acceptance of the Common Shares by the
Participant following the vesting of such Common Shares hereunder, the
Participant shall be deemed to represent that the Participant has not engaged in
nor has any intention of engaging in any action that would constitute a
violation of the Restrictive Covenants or any Non-Compete Covenant.
 
 D.           Injunctive
Relief.  The Participant acknowledges and agrees that the
Restrictive Covenant provisions of this Section 8 are reasonable and necessary
for the successful operation of the Companies.  The Participant
further acknowledges that if the Participant breaches any provision of the
Restrictive Covenants, the Companies will suffer irreparable
injury.  It is therefore agreed that the Company shall have the right
to enjoin any such breach or threatened breach, without posting any bond, if so
ordered by a court of competent jurisdiction.  The existence of this
right to injunctive and other equitable relief shall not limit any other rights
or remedies that the Company may have at law or in equity including, without
limitation, the right to monetary, compensatory and punitive
damages.  In addition to any means at law or equity available to the
Company to enforce the Restrictive Covenants, the Company shall retain any
rights it may have under this Award Agreement relating to the Award for a breach
of the Restrictive Covenants including, without limitation, the right to cancel
the Award and the right to require the Participant to return to the Company any
Common Shares issued hereunder in respect of any vested Share
Units.  If any provision of this Section 8 is determined by a court of
competent jurisdiction to be not enforceable in the manner set forth herein, the
Participant and the Company 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 provision of this Section 8 is held to be
invalid or unenforceable, such invalidity or unenforceability shall not affect
the validity or enforceability of any other provision of this Section
8.
 
 Section
9.                                Changes in
Capitalization.  The Award shall be subject to the provisions
of the Share Incentive Plan relating to adjustments for changes in corporate
capitalization.
  Section
10.                                Notices.  Any
notice hereunder by the Participant shall be given to the Company in writing and
such notice shall be deemed duly given only upon receipt thereof by the
Secretary of the Company.  Any notice hereunder by the Company shall
be given to the Participant in writing and such notice shall be deemed duly
given only upon receipt thereof at such address as the Participant may have on
file with the Company.
  Section
11.                                Construction.  This
Award Agreement and the Award evidenced hereby are granted by the Company
pursuant to the Plan and the Share Incentive Plan and are in all respects
subject to the terms and conditions of the Plan and the Share Incentive
Plan.  The Participant hereby acknowledges that a copy of each of the
Plan and the Share Incentive Plan has been delivered to the Participant and the
Participant accepts the Share Units hereunder subject to all terms and
provisions of the Plan and the Share Incentive Plan, which are incorporated
herein by reference.  In the event of a conflict or ambiguity between
any term or provision contained herein and a term or provision of the Plan or
the Share Incentive Plan, then the Plan or the Share Incentive Plan, as
applicable, shall govern and prevail.  The construction of and
decisions under the Plan, the Share Incentive Plan and this Award Agreement are
vested in the Committee, whose determinations shall be final, conclusive and
binding upon the Participant.
   -
3 -
   Section
12.                                Governing
Law.  This Award Agreement and the Award hereunder shall be
governed by, and construed in accordance with, the laws of the State of New
York, excluding the choice of law rules thereof.
  Section
13.                                Counterparts.  This
Award Agreement may be executed in counterparts, each of which shall be deemed
to be an original but all of which together shall constitute one and the same
instrument.
  Section
14.                                Binding
Effect.  This Award Agreement shall be binding upon and inure
to the benefit of the legatees, distributees, and personal representatives of
the Participant and the successors of the Company.
  Section
15.                                Entire
Agreement.  This Award Agreement and the Plan constitute the
entire agreement between the parties with respect to the subject matter hereof
and thereof, merging any and all prior agreements.
  
 [SIGNATURES
ON FOLLOWING PAGE]
   -
4 -


IN WITNESS WHEREOF, the Company and the
Participant have executed this Award Agreement effective as of the date first
above written.
 
 
 PLATINUM
UNDERWRITERS HOLDINGS, LTD.
 
 
 By: _____________________________________
 
 Name:
___________________________________
 
 Title:
____________________________________
 
 
 PARTICIPANT
 
 
 By: _____________________________________
 
 Name:
___________________________________