EX-10.2






EXHIBIT 10.2




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 Platinum Underwriters Holdings, Ltd., 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) “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.




          (f) “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.




 









 








          (g) “Participant” means a member of the Board who is not an employee of the Company or any of
its affiliates.




          (h) “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.




          (i) “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.




          (j) “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 additional Share Units as shall be
credited thereto in respect of dividends paid on the Common Shares.




          (k) “Share Unit Award” means an Award under Section 5 hereof of Share Units.




          (l) “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)




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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




          (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.




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          (d) Dividend Equivalents




          As of any date that cash dividends are paid with respect to the Common Shares from time to
time, each Participant’s Share Unit Account shall be credited with an additional number of Share
Units determined by dividing (A) the aggregate dollar amount of the dividends that would have been
paid on the Share Units credited to such Participant’s Share Unit Account as of the record date for
such dividend had such Share Units been actual Common Shares by (B) the Fair Market Value of the
Common Shares on the dividend payment date.




          (e) Certain Adjustment




          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 Units




          Subject to Section 7 hereof, a Participant shall be entitled to a benefit under the Plan with
respect to each Share Unit Award upon the Realization Date for such Share Unit Award. Such benefit
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 amount shall be paid 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 Additional Dividends




          Subject to Section 7 hereof, if, pursuant to Section 5(d) hereof, additional Share Units are
required to be credited to a Participant’s Share Unit Account in respect of Share Units that were
held in such Participant’s Share Unit Account as of the record date for dividends paid on the
Common Shares that are paid after the payment to such Participant of a benefit in respect of such
Share Units, the Company shall pay to such Participant a cash amount in respect of such dividends
equal to the dollar amount of such dividends. Such amount shall be paid to such Participant within
30 days after the dividend payment date.




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          (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 and Share Units 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
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.




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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 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.





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