EXHIBIT 10.1



 






Exhibit 10.1




PLATINUM UNDERWRITERS HOLDINGS, LTD.

The Belvedere Building

69 Pitts Bay Road

Pembroke HM08 Bermuda




          October 27, 2005




Mr. Gregory E. A. Morrison

Platinum Underwriters Holdings, Ltd.

The Belvedere Building

69 Pitts Bay Road

Pembroke HM08 Bermuda



Dear Gregory:




     I am writing this letter (this “Letter Agreement”) to amend and restate the letter agreement
between you and Platinum Underwriters Holdings, Ltd., an exempted company incorporated in Bermuda
(“Platinum”), dated June 20, 2003, as amended January 7, 2004 (the “Prior Agreement”) and to
specify the terms and conditions of your employment with Platinum following the Effective Date (as
defined below).




	1.	 	Term of Employment.





     Your employment hereunder will commence on October 27, 2005 (the “Effective Date”) and,
subject to termination as provided in Section 10, shall end on June 1, 2006 (the “Initial Term”);
provided that on June 1, 2006 and each June 1 thereafter, the term of your employment shall
automatically be extended by an additional year (the “Additional Term”) unless Platinum or you give
the other party written notice, at least 30 days prior to such June 1, that Platinum has determined
or you have determined that the term shall not be so extended. Such employment period, as
extended, shall hereinafter be referred to as the “Term.”




	2.	 	Title and Duties.





     (a) During the Term, you will serve as Vice Chairman of Platinum. You will have such duties
and responsibilities and power and authority as are assigned to you by the Chairman or the Board.
Effective on the Effective Date, you will resign as Chief Executive Officer of Platinum, as
chairman of the board of directors of each of Platinum Underwriters Reinsurance, Inc., Platinum
Underwriters Bermuda, Ltd. and Platinum Administrative Services, Inc., and as a member of the board
of directors of Platinum Underwriters Finance, Inc., but will continue to serve as chairman of the
board of



 









 




directors of each of Platinum Regency Holdings and Platinum Re (UK) Limited until a successor
chairman is chosen, at which time you will resign as chairman of the board of such company.




     (b) You will continue to serve as a member of the board of directors of Platinum (the “Board”)
until the 2006 annual general meeting of shareholders, and thereafter you will continue to serve as
a member of the Board subject to your nomination by the Governance Committee of the Board and your
election by the shareholders of Platinum at the annual general meetings of shareholders.




	3.	 	Salary.





     During the Initial Term, Platinum will pay you a salary (the “Salary”) at an annual rate of
US$700,000, payable in cash in accordance with Platinum’s payroll practices as in effect from time
to time. During the Additional Term, if applicable, Platinum will pay you a Salary at an annual
rate of US$200,000. You will not be entitled to any additional compensation or fees for your
services as a director of Platinum.




	4.	 	Bonus and Executive Incentive Plan Awards.





     Subject to the provisions of Section 10 hereof, you will be eligible to receive an annual
performance bonus (your “Bonus”) in accordance with the term of Platinum’s Annual Incentive Plan in
respect of the year ending on December 31, 2005, subject to the approval of the Compensation
Committee of the Board. Your Bonus will have an incentive target equal to 100% of Salary, with a
range of payout from 0% to 200% of Salary, depending upon the achievement of performance criteria
established under Platinum’s Annual Incentive Plan. Payment of your Bonus, if any, will be made on
the date bonuses are paid generally under the Annual Incentive Plan for such year, and will be paid
one-half in cash and one-half in restricted share units. You acknowledge that you will not be
eligible to receive any bonus with respect to any period following December 31, 2005.




	5.	 	Share Ownership.





     You shall be subject to the share ownership guidelines of Platinum applicable to the Chief
Executive Officer of Platinum with respect to all common shares of Platinum currently owned or
hereafter acquired by you until the later of (i) the termination of your employment hereunder or
(ii) the termination of your service on the Board.




	6.	 	Employee Benefits.





     During the Term, you and your eligible dependents will receive benefits substantially similar
to the employee benefit plans that are generally available to senior executives of Platinum,
subject to the terms and conditions of such plans. The Board reserves the right to amend or
terminate any employee benefit plan at any time, and to adopt any new plan.



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	7.	 	Housing Allowance.





     You will continue to receive a housing allowance of US $25,000 per month until June 1, 2006.
You acknowledge that you will not be entitled to receive any housing allowance thereafter.




	8.	 	Perquisites.





     You will be entitled to the perquisites as provided in Section 9 of the Prior Agreement on or
prior to June 1, 2006. After June 1, 2006, you will be entitled to such perquisites as are offered
to employees of Platinum generally.




	9.	 	Business Expenses.





     During the Term, Platinum shall reimburse you for all reasonable expenses and disbursements in
carrying out your duties and responsibilities under this Letter Agreement in accordance with
Platinum’s policy for senior executives as in effect from time to time.




	10.	 	Termination of Employment/Termination Payments.






	 	(a)	 	2006 Payment. On June 1, 2006, in lieu of any payments in respect
of the termination of your employment under the Prior Agreement and any bonus with
respect to any period following December 31, 2005, you will be paid US$1,200,000 in
cash (the “2006 Payment”), provided you are still employed by Platinum on such date.
	 
	 	(b)	 	Termination for Good Reason or Without Cause. If you terminate
your employment during the Term for “Good Reason” (as defined below) or if your
employment is terminated during the Term by Platinum without “Cause” (as defined
below), you will receive any unpaid portion of the 2006 Payment. You will also be
paid any earned but unpaid Salary or other amounts (including reimbursement of
expenses and any vested amounts or benefits under Platinum’s employee benefit plans
or programs) accrued or owing through the effective date of such termination.
	 
	 	(c)	 	Termination Other than for Good Reason. If you terminate your
employment during the Term other than for Good Reason, you will receive no further
payments, compensation or benefits under this Letter Agreement, except you will be
eligible to receive amounts (including reimbursable expenses and any vested amounts
or benefits under Platinum’s employee benefit plans or programs) accrued or owing
prior to the effective date of such termination.
	 
	 	(d)	 	Termination for Cause. If your employment is terminated by
Platinum during the Term for Cause, you will receive no further payments,
compensation or benefits under this Letter Agreement, except you will be eligible to
receive amounts (including reimbursable expenses and any




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	 	 	 	vested amounts or benefits under Platinum’s employee benefit plans or programs)
accrued or owing prior to the effective date of such termination.
	 
	 	(e)	 	Death or Disability. Upon the termination of your employment
during the Term on account of your death or Disability, you or your beneficiaries
will receive no further payments under this Letter Agreement other than (i) any
unpaid Salary through the effective date of such termination, (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
effective date of such termination, and (iii) any unpaid portion of the 2006
Payment.
	 
	 	(f)	 	Definitions.






	 	(i)	 	Cause. For purposes of this Letter
Agreement, “Cause” means (i) your willful and continued failure to
substantially perform your duties hereunder; (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, or
other willful act that materially damages the reputation of Platinum
or its subsidiaries; provided, however, no such act,
omission or event shall be treated as “Cause” under this Letter
Agreement unless you have been provided a detailed, written statement
of the basis for Platinum’s belief that such act, omission or event
constitutes “Cause” and have had at least a thirty (30) day period to
take corrective action. For purposes of this Section, no act or
failure to act will be considered “willful” unless it is done, or
omitted to be done, in bad faith and without reasonable belief that
the action was in the best interests of Platinum.
	 
	 	(ii)	 	Good Reason. For purposes of this
Letter Agreement, “Good Reason” means (i) Platinum reduces your
Salary 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 the Chairman or the Board; (iv) Platinum requires
you to be principally based other than in Platinum’s offices in
Bermuda; and (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




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	 	 	 	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 result in death or 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.






	11.	 	Releases.





     You agree to execute a general release of claims against Platinum and its affiliates
substantially in the form of Exhibit A hereto (a) on June 1, 2006, or such later date as may be
agreed by Platinum and you, and (b) upon the termination of your employment with Platinum. You
acknowledge that your failure to execute either release will result in the forfeiture of your right
to any further payments or benefits under this Letter Agreement including, without limitation, the
2006 Payment, to the extent not paid prior to the time of such failure.




	12.	 	Covenants.





     In exchange for the remuneration outlined above, in addition to providing service to Platinum
as set forth in this Letter Agreement, you agree to the following covenants:




	 	(a)	 	Confidentiality. During the period of your employment and
following any termination of your employment for any reason, you will keep
confidential any trade secrets and confidential or proprietary information of
Platinum (and its subsidiaries and affiliates) which are now known to you or which
hereafter may become known to you as a result of your employment or association with
Platinum and will not at any time directly or indirectly disclose any such
information to any person, firm or corporation, or use the same in any way other
than in connection with the business of Platinum (or its subsidiaries or affiliates)
during, and at all times after, the termination of your employment. For purposes of
this Letter Agreement, “trade secrets and confidential or proprietary information”
means information unique to Platinum (or its subsidiaries or affiliates) which has a
significant business purpose and is not known or generally available from sources
outside Platinum (or its subsidiaries or affiliates) or typical of industry
practice, but shall not include any of such information (i) that becomes a matter of
public record or is published in a newspaper, magazine or other periodical available
to the general public, other than as a result of any act or omission of you or (ii)
that is required to be disclosed by any law, regulation or order of any court or
regulatory commission,




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	 	 	 	department or agency, provided that you give prompt notice of such requirement to
Platinum (or its subsidiaries or affiliates), as appropriate, to enable Platinum
(or its subsidiaries or affiliates), as appropriate, to seek an appropriate
protective order or confidential treatment.
	 
	 	(b)	 	Non-Competition. You further covenant that during the period of
your employment with Platinum and, if your employment terminates prior to July 1,
2007, for the period ending on the earlier of July 1, 2007 or the first anniversary
of the termination of your employment for any reason, you will not, without the
express written approval of Platinum, anywhere where Platinum (or its subsidiaries
of affiliates) has engaged in business during the term of your employment with
Platinum, for yourself or on behalf of any other person, partnership, company or
corporation, directly or indirectly, acquire any financial or beneficial interest,
be employed by, or own, manage, operate or control any entity which is primarily
engaged in the reinsurance business; provided, however, you may have
an interest in up to 2% of the capital stock of a corporation whose capital stock is
traded publicly.
	 
	 	(c)	 	Non-Solicitation. You further covenant that during the term of
your employment with Platinum and during the twelve month period following
termination of your employment for any reason, you will not, directly or indirectly,
hire, or cause to be hired by an employer with whom you may ultimately become
associated, any senior executive of Platinum (or its subsidiaries or affiliates) at
the time of termination of your employment with Platinum (defined for such purposes
to include the Chief Executive Officer and executives that report directly to the
Chief Executive Officer or that report directly to such executives that report
directly to the Chief Executive Officer).
	 
	 	(d)	 	Enforcement. You acknowledge that if you breach any provision of
this Section 12, Platinum (or its subsidiaries or affiliates) will suffer
irreparable injury. It is therefore agreed that Platinum (or its subsidiaries or
affiliates) shall have the right to enjoin any such breach, without posting any
bond, if permitted by a court of the applicable jurisdiction. You hereby waive the
adequacy of a remedy at law as a defense to such relief. The existence of this
right to injunctive or other equitable relief shall not limit any other rights or
remedies which Platinum (or its subsidiaries or affiliates) may have at law or in
equity including, without limitation, the right to monetary, compensatory and
punitive damages. You acknowledge and agree that the provisions of this Section 12
are reasonable and necessary for the successful operation of Platinum. In the event
an arbitrator or a court of competent jurisdiction determines that you have breached
your obligations in any material respect under this Section 12, Platinum, in
addition to pursuing all available remedies under this Letter Agreement, at law or
otherwise, and without limiting its right to pursue the same, shall cease all
payments to you under this Letter




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	 	 	 	Agreement. If any provision of this Section 12 is determined by a court of
competent jurisdiction to be not enforceable in the manner set forth in this Letter
Agreement, you and Platinum 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 provisions of this Section 12 are held to be invalid or unenforceable,
such invalidation or unenforceability shall not affect the validity or
enforceability of any other provision of this Letter Agreement (or any portion
thereof).






	13.	 	Miscellaneous Provisions.






	 	(a)	 	This Letter Agreement may not be amended or terminated without the prior
written consent of you and Platinum.
	 
	 	(b)	 	This Letter Agreement may be executed in any number of counterparts which
together will constitute but one agreement.
	 
	 	(c)	 	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.
	 
	 	(d)	 	Subject to Section 12(d) of this Letter Agreement, 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, in whole, and not in part, the prevailing
party in the award entered in such arbitration, in which case, all such costs and
expenses shall be borne by Platinum.
	 
	 	(e)	 	All notices under this Letter Agreement will be in writing and will be
deemed effective when delivered in person, or five (5) days after deposit thereof in
the mails, postage prepaid, for delivery as registered or certified mail, addressed
to the respective party at the address set forth below or to such other address as
may hereafter be designated by like notice. Unless otherwise notified as set forth
above, notice will be sent to each party as follows:






If to you, to:




The address maintained in Platinum’s records




If to Platinum, to:



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Platinum Underwriters Holdings, Ltd.

The Belvedere Building

69 Pitts Bay Road

Pembroke HM08 Bermuda



	 	 	 	 	 
	 

	 	Attention:
	 	Michael E. Lombardozzi, Esq.
	 

	 	 	 	Executive Vice President,
	 

	 	 	 	General Counsel and Secretary







	 	 	 	In lieu of personal notice or notice by deposit in the mail, a party may give
notice by confirmed telegram, telex or fax, which will be effective upon receipt.
	 
	 	(f)	 	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.
	 
	 	(g)	 	This Letter Agreement supersedes any inconsistent provisions of any plan
or arrangement 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.
	 
	 	(h)	 	By executing this Letter Agreement below, you acknowledge that this
Letter Agreement, as an amendment and restatement of the Prior Agreement, supersedes
the Prior Agreement and that you waive all rights under the Prior Agreement, in each
case as of the Effective Date.




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



	 	 	 	 	 
	 	Platinum Underwriters Holdings, Ltd.

 	 
	 	By:  	/s/ Steven H. Newman
 	 
	 	 	Name:  	Steven H. Newman 	 
	 	 	Title:  	Chairman of the Board 	 
	 


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




	 	 	 
	/s/ Gregory E. A. Morrison
 
 Gregory
E. A. Morrison

	 	 




Dated as of October 27, 2005





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EXHIBIT A




FULL AND COMPLETE RELEASE




          I, Gregory E.A. Morrison, in consideration of the rights and benefits provided pursuant to the
letter agreement dated October 27, 2005, which specifies the terms and conditions of my employment
with Platinum Underwriters Holdings, Ltd. (the “Letter Agreement”), for myself and my heirs,
executors, administrators and assigns, do hereby knowingly and voluntarily release and forever
discharge Platinum Underwriters Holdings, Ltd., its subsidiaries and affiliates (collectively, the
“Companies”) and their respective current and former directors, officers and employees from, and
covenant not to sue or proceed against any of the foregoing on the basis of, any and all claims,
actions and causes of action upon or by reason of any matter arising out of my employment by the
Companies and the cessation of said employment, and including, but not limited to, any alleged
violation of any applicable law prohibiting employment discrimination based on age, sex, race,
color, national origin, religion, disability, veteran or marital status, sexual orientation, or any
other protected trait or characteristic, or retaliation for engaging in any protected activity,
including, without limitation, the Employment Act 2000 of Bermuda and the Human Rights Act 1981 of
Bermuda, whether KNOWN OR UNKNOWN, fixed or contingent, which I ever had, now have, or may have, or
which I, my heirs, executors, administrators or assigns hereafter can, shall or may have, from the
beginning of time through the date on which I sign this Full and Complete Release (this “Release”),
including without limitation those arising out of or related to my employment or separation from
employment with the Companies (collectively the “Released Claims”).




          I warrant and represent that I have made no sale, assignment, or other transfer, or attempted
sale, assignment, or other transfer, of any of the Released Claims. I fully understand and agree
that:





	1.	 	This Release is in exchange for the rights and benefits provided pursuant to the
Letter Agreement to which I would otherwise not be entitled;
	 
	2.	 	No rights or claims are released or waived that may arise after the date this Release
is signed by me;
	 
	3.	 	I am hereby advised to consult with an attorney before signing this Release;
	 
	4.	 	I have 21 days from my receipt of this Release within which to consider whether or
not to sign it;
	 
	5.	 	I have 7 days following my signature of this Release to revoke the Release; and
	 
	6.	 	This Release shall not become effective or enforceable until the revocation period of
7 days has expired.




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          If I choose to revoke this Release, I must do so by notifying the Companies in writing. This
written notice of revocation must be faxed and mailed by first class mail within the 7 day
revocation period and addressed as follows:




	 
	Platinum Underwriters Holdings, Ltd.

	The Belvedere Building

	69 Pitts Bay Road

	Pembroke HM 08

	Bermuda

	Attention: General Counsel

	Fax: 441-295-4605

	 

	With a copy to:

	 

	Dewey Ballantine LLP

	1301 Avenue of the Americas

	New York, New York 10019

	Attention: Paul J. Wessel, Esq.

	Fax: 212-259-6333







          This Release is the complete understanding between me and the Companies in respect of the
subject matter of this Release and supersedes all prior agreements relating to the same subject
matter. I have not relied upon any representations, promises or agreements of any kind except
those set forth herein in signing this Release.




          In the event that any provision of this Release should be held to be invalid or unenforceable,
each and all of the other provisions of this Release shall remain in full force and effect. If any
provision of this Release is found to be invalid or unenforceable, such provision shall be modified
as necessary to permit this Release to be upheld and enforced to the maximum extent permitted by
law. This Release is to 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. This Release inures
to the benefit of the Companies and their successors and assigns. I have carefully read this
Release, fully understand each of its terms and conditions, and intend to abide by this Release in
every respect. As such, I knowingly and voluntarily sign this Release.





 






Gregory E.A. Morrison



Dated: _______________, 2005





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