EX-10.6






EXHIBIT 10.6




PLATINUM UNDERWRITERS HOLDINGS, LTD.

AMENDED AND RESTATED EXECUTIVE BONUS DEFERRAL PLAN




(Effective as of July 24, 2008)




Preamble




          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 Platinum Underwriters Holdings, Ltd. Executive Bonus Deferral Plan (as so amended and
restated, the “Plan”), which provides an opportunity for selected employees to defer
receipt of all or part of the cash portion of their annual bonus compensation and earn tax-deferred
interest thereon. The Plan constitutes a plan of unfunded deferred compensation maintained for a
select group of management or highly compensated employees for purposes of ERISA.




Section 1. Definition of Terms




          The following terms used in the Plan shall have the meanings set forth below:





     (a) “Account” means the deferred compensation account maintained for each
Participant under the Plan.




     (b) “Beneficiary” means the person or persons who are designated by a
Participant to receive benefits under the Plan in the event of such Participant’s death, as
provided in Section 5(d) hereof.




     (c) “Board” means the Board of Directors of the Company.




     (d) “Cash Bonus” means the pre-tax amount of the cash portion of the annual
bonus that is otherwise payable to a Participant for a Plan Year under the annual incentive
plan of the Company, and shall not include any portion of an annual bonus that is payable in
shares, share units or in any form other than cash.




     (e) “Code” means the Internal Revenue Code of 1986, as amended.




     (f) “Compensation Committee” means the Compensation Committee of the Board, or
such other committee of members of the Board appointed by the Board as Plan Administrator
hereunder.




     (g) “Company” means Platinum Underwriters Holdings, Ltd., a Bermuda company.



 









 






     (h) “Deferral Percentage” means the percentage a Participant’s Cash Bonus that
is specified by a Participant on his or her Election Form for deferral under the Plan.




     (i) “Election Form” means the form approved by the Plan Administrator and
completed by a Participant specifying the terms and conditions of an election to defer Cash
Bonus compensation under the Plan.




     (j) “ERISA” means the Employee Retirement Income Security Act of 1974, as
amended.




     (k) “Participant” means an employee of the Company who is eligible to
participate in the Plan and who elects to defer all or a portion of his Cash Bonus
compensation under Section 3 hereof.




     (l) “Plan” means this Platinum Underwriters Holdings, Ltd. Amended and Restated
Executive Bonus Deferral Plan.




     (m) “Plan Administrator” means the Compensation Committee or such other Plan
Administrator acting in accordance with Section 2 hereof.




     (n) “Plan Year” means the calendar year. The first Plan Year shall be 2004.




     (o) “Separation from Service” shall have the meaning ascribed to such term in
Section 409A of the Code.




     (p) “Specified Employee” shall have the meaning ascribed to such term in
Section 409A of the Code.




     (q) “Unforeseeable Emergency” shall have the meaning ascribed to such term in
Section 409A of the Code.



Section 2. Plan Administration 





     The Compensation Committee is appointed as Plan Administrator, and 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 Plan Administrator shall be final and binding on
all parties. The appropriate officers of the Company are authorized to act on behalf of the
Plan Administrator for the day-to-day administration of the Plan, subject to the authority
of the Compensation Committee. No member of the Board, the Compensation Committee or any
officer acting on its behalf shall have any liability for any action or determination taken
in good faith under the Plan. All expenses of the administration of the Plan shall be borne
by the Company, and shall not be deducted from Participants’ Accounts.



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Section 3. Eligibility and Participation





     (a) Eligibility to Participate. Any employee of the Company shall be eligible
to participate in the Plan if the employee: (i) has the title of Senior Vice President or
higher, (ii) earns a gross base salary of $200,000 per annum or greater, and (iii) receives
Cash Bonus compensation for a Plan Year that is subject to United States federal income tax.
The Plan Administrator may require an employee to comply with such terms and conditions as
it may specify in order to be eligible to participate in the Plan as the Plan Administrator
deems necessary or appropriate for the proper conduct and administration of the Plan.




     (b) Election to Participate. An eligible employee may file an Election Form
with the Plan Administrator (or its designee) on or before the date specified by the Plan
Administrator prior to the Plan Year to which the election shall relate, specifying the
Deferral Percentage and the terms of distribution of the deferral. All such elections are
irrevocable, and no changes to any Election Form delivered to the Plan Administrator shall
be permitted for the Plan Year. A Participant must file a new Election Form with the Plan
Administrator for each Plan Year for which the Cash Bonus is deferred, on or before the
deadline established by the Plan Administrator for such deferral elections. A Participant
will be deemed not to have elected deferral of the Cash Bonus for a Plan Year if the
Participant does not file an Election Form with the Plan Administrator on or before the
deadline established by the Plan Administrator for such deferral elections.



Section 4. Participant Accounts





     (a) Accounts. An Account shall be maintained for each Participant under the
Plan. A Participant’s Account shall consist of book entries only and shall not constitute a
separate cash fund or other asset held in trust or as security for the Company’s obligation
to pay the amount of the Account to such Participant. The balance of a Participant’s
Account shall be the sum of deferred compensation credits made to his or her Account,
adjusted for accrued interest and reduced by the amount of distributions under the Plan. A
Participant’s Account may include sub-accounts as the Company considers necessary or
advisable for purposes of maintaining a proper accounting of amounts credited for such
Participant under the Plan. A Participant shall receive a statement of his or her Account
not less frequently than following the end of each Plan Year.




     (b) Crediting of Deferrals. A Participant who has filed an Election Form with
the Plan Administrator for the deferral of Cash Bonus compensation with respect to a Plan
Year shall have the deferred amount deducted from the Cash Bonus and credited to his or her
Account under the Plan at the same time as the Cash Bonus payment would otherwise be paid to
a Participant during such Plan Year, based on the Deferral Percentage specified by such
Participant and the amount of the Cash Bonus that is otherwise payable to such Participant.
The amount so credited shall be reduced by the amount that the Plan Administrator



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determines is required to be withheld for Social Security, Medicare and other payroll
taxes.




     (c) Interest Crediting. A Participant’s Account shall accrue interest from the
date of crediting until the most recent practicable date prior to the date of distribution
under the Plan, based on an interest rate specified by the Plan Administrator. Unless
otherwise specified, the interest rate shall be equal to the prime commercial lending rate
charged by Citibank, N.A., as published in The Wall Street Journal at the beginning
of each calendar quarter of the deferral period, plus one percent (1%). The rate shall
remain in effect until the beginning of the subsequent calendar quarter, and all Accounts
shall be compounded on a quarterly basis. 




     (d) Vesting of Accounts. All deferred compensation credits and interest
thereon under a Participant’s Account shall be fully vested at all times.



Section 5. Distribution of Benefits





     (a) Distribution Dates. A Participant shall specify on his or her Election
Form the time at which the deferred Cash Bonus (and earnings thereon) for the Plan Year
shall be distributed from the Plan. Any election by a Participant as to the distribution of
the Account shall be irrevocable. A Participant may elect, to the extent permitted by the
Plan Administrator and set forth on the Election Form, that such portion of the Account be
distributed either:




     (i) upon a Separation from Service with the Company; or




     (ii) the last day of any calendar month following the January 1 that follows
the third anniversary of the date the Election Form is filed with the Plan
Administrator.




     Notwithstanding any election made by a Participant, such Participant’s full Account
balance shall be payable on the date of such Participant’s Separation from Service with the
Company; provided, however, that if such Participant is a Specified Employee (as determined
by the Company) at the time of such Separation from Service, such distribution will be
payable on the first business day following the date that is six months following the date
of such Separation from Service (or upon such Participant’s death, if earlier).




     (b) Unforeseeable Emergency Distributions. Upon the written request of a
Participant, the Plan Administrator may permit such Participant to withdraw some or all of
his or her Account for the purpose of enabling such Participant to meet the immediate needs
created by an Unforeseeable Emergency of such Participant. Distributions because of an
Unforeseeable Emergency must be limited to the amount reasonably necessary to satisfy the
emergency need, as



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provided under Treas. Reg. § 1.409A-3(i)(3)(ii). The determination of whether an
Unforeseeable Emergency exists and the amount reasonably necessary to satisfy the emergency
need will be determined by the Plan Administrator in accordance with Section 409A of the
Code.




     (c) Form of Distributions. All distributions from a Participant’s Account
shall be made in a cash lump sum within thirty (30) days following the end of the calendar
month in which such Participant becomes entitled to a distribution under this Section 5.
All such payments shall be subject to income tax and other withholdings that the Plan
Administrator deems necessary or appropriate.




     (d) Beneficiaries. Any payment required to be made to a Participant under the
Plan that cannot be made due to such Participant’s death shall be made to such Participant’s
Beneficiary, subject to applicable law. Each Participant shall have the right to designate
a Beneficiary from time to time by filing a written notice with the Plan Administrator. In
the event a Beneficiary does not survive a Participant and no successor Beneficiary is
selected, or in the event no valid Beneficiary designation has been made, such Participant’s
Beneficiary shall be such Participant’s estate.



Section 6. Unfunded Status




          All Accounts and all rights of Participants to benefits under the Plan are unfunded
obligations of the Company. Plan benefits shall be paid from the general assets of the Company,
and Participants shall have the status of an unsecured general creditor of the Company with respect
to all interests under the Plan. The Plan is a plan of unfunded deferred compensation for purposes
of ERISA. Notwithstanding the foregoing, the Company may, but shall not be required, to establish
a trust or other funding vehicle under the Plan that does not affect the Plan’s status as a Plan of
unfunded deferred compensation under ERISA.




Section 7. Nontransferability




          Except for payments of benefits to the Beneficiary of a Participant in accordance with the
terms of the Plan, a Participant’s Accounts may not be transferred, assigned, alienated, pledged,
encumbered or subjected to attachment, garnishment, levy, execution or other legal or equitable
process.




Section 8. Limitation of Rights




          Nothing in the Plan shall confer upon any Participant the right to continue to be employed by
the Company or to serve in the capacity in which he or she is employed by the Company. Nothing in
the Plan shall be interpreted as creating a right of a Participant to receive a Cash Bonus or other
incentive compensation from the Company.




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Section 9. Enforceability




          The Plan shall be construed, administered and enforced in accordance with ERISA, and to the
extent not preempted thereby, the laws of the State of New York. To the extent that any provision
of the Plan or portion thereof shall be invalid or unenforceable, it shall be considered deleted
herefrom and the remainder of such provision and the Plan shall be unaffected and shall continue in
full force and effect.




Section 10. Amendment and Termination




          The Board may amend or terminate the Plan at any time and in any manner, provided that no
amendment or termination shall reduce the amount credited to a Participant’s Account at the time of
any such amendment or termination. Upon termination of the Plan, all deferrals and interest
crediting shall cease, and the balance of all Plan Accounts shall be distributed to Participants as
promptly as practicable.





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