PLATINUM
UNDERWRITERS HOLDINGS, LTD.
  SECTION
162(m) PERFORMANCE INCENTIVE PLAN
 
 as
 Amended
and Restated
 as
of
 February
22, 2010
  Section
1.                      Purpose
  The
purpose of this Platinum Underwriters Holdings, Ltd. Section 162(m) Performance
Incentive Plan is to provide a means of determining both annual and long-term
incentive compensation for certain of the Company’s executive officers in a
manner that qualifies as “performance-based compensation” within the meaning of
Section 162(m) of the Internal Revenue Code.
  Section
2.                      Definitions
  The
following capitalized words as used herein shall have the following
meanings:
  (a)           “Award” means any
award granted under the Plan to an Eligible Employee by the Committee subject to
such terms and conditions as the Committee may establish under the terms of the
Plan.
  (b)           “Board” means the
Board of Directors of the Company.
  (c)           “Cash-Based Award”
means any Award denominated by reference to a dollar amount.
  (d)           “Committee” means the
Compensation Committee of the Board (or such other committee of the Board that
the Board shall designate from time to time) or any subcommittee thereof
consisting of two or more directors each of whom is an “outside director” within
the meaning of Section 162(m).
  (e)           “Common Shares” means
the common shares of the Company, par value $0.01 per share.
  (f)           “Company” means
Platinum Underwriters Holdings, Ltd., a Bermuda company.
  (g)           “Eligible Employee”
means any employee or executive officer of the Company or any of its
subsidiaries who is or, in the opinion of the Committee, may become a “covered
employee” within the meaning of Section 162(m).
  (h)           “Fair Market Value” of
a Common Share as of a given date shall have the same meaning as applies under
the 2006 Share Incentive Plan or any successor plan.
  (i)           "GAAP" means
accounting principles generally accepted in the United States of America from
time to time.
  (j)           “Participant” means an
Eligible Employee granted an Award under the Plan.
  (k)           “Performance Criteria”
shall have the meaning set forth in Section 4(b) hereof.
  (l)           “Performance Goals”
shall have the meaning set forth in Section 4(c) hereof.
  (m)          “Performance Period”
means a period determined by the Committee of not more than five years over
which the Performance Goals set forth in the Award are to be
achieved.
  (n)           “Plan” means this
Platinum Underwriters Holdings, Ltd. Section 162(m) Performance Incentive Plan,
as it may be amended from time to time.
  (o)           “Restricted Shares”
means Common Shares that are issued subject to such restrictions on transfer and
other incidents of ownership and such forfeiture conditions as the Committee may
determine.
  (p)           “Share-Based Award”
means any Award denominated by reference to a number of Common Shares (including
Restricted Shares) and/or Share Units.
  (q)           “Share Incentive Plan”
means the Company’s 2006 Share Incentive Plan or any successor plan, as the same
may be amended from time to time.
  (r)           “Share Units” means a
non-voting unit of measurement based on the Fair Market Value of a Common Share,
which entitles a Participant to receive a payment of cash or Common Shares, as
determined by the Committee.
  (s)           “Section 162(m)” means
Section 162(m) of the Internal Revenue Code of 1986, as amended from time to
time, and any regulations promulgated thereunder.
  (t)           “Statutory Accounting
Principles” means statutory accounting principles or practices required
or permitted for financial reporting purposes by the National Association of
Insurance Commissioners and by the department of insurance (or similar
regulatory authority) of the jurisdiction of domicile of each insurance company
subsidiary of the Company.
  Section
3.                      Administration
of the Plan
  (a)           Committee
Members.  The Plan shall be administered by the
Committee.  The Committee shall have such powers and authority as may
be necessary or appropriate for the Committee to carry out its functions as
described in the Plan.  No member of the Committee shall be liable for
any action or determination made in good faith by the Committee with respect to
the Plan or any Award thereunder.
  (b)           Discretionary
Authority.  Subject to the express limitations of the Plan, the
Committee shall have authority in its discretion to determine the Eligible
Employees to whom, and the time or times at which, Awards may be granted,
whether an Award will be a Cash-Based Award or a Share-Based Award, the
Performance Period, the Performance Criteria and the Performance Goals, and all
other terms of the Award.  The Committee shall also have discretionary
authority to interpret the Plan, to make all factual determinations under the
Plan, and to make all other determinations necessary or advisable for the
administration of the Plan.  The Committee may prescribe, amend, and
rescind rules and regulations relating to the Plan.  All
interpretations, determinations, and actions by the Committee shall be final,
conclusive, and binding upon all parties.
  (c)           Delegation of
Authority.  The Committee may delegate, to any appropriate
officer or employee of the Company, responsibility for certain ministerial
functions (but not the exercise of discretion) under this Plan.
  Section
4.                      Awards
  (a)           Grant of
Awards.  The Committee may grant to any Eligible Employee
Cash-Based Awards and/or Share-Based Awards under the Plan with respect to one
or more Performance Periods under the Plan.  Performance Periods may
run consecutively and/or concurrently, as determined by the Committee. Before
the 90th day of the Performance Period, the Committee will determine the type of
the Award, the duration of the Performance Period, the Performance Criteria, the
applicable Performance Goals relating to the Performance Criteria, and the
amount and terms of payment to be made upon achievement of the Performance
Goals.
  (b)           Performance
Criteria.  For purposes of Awards granted under the Plan, the
“Performance Criteria” shall be one or any combination of the following, for the
Company or any identified subsidiary or business unit, as determined by the
Committee at the time of the Award:  net income, earnings per share,
operating income, book value per share, return on equity, stock price
performance, cash flow, and underwriting gain or loss.  Each of the
Performance Criteria shall be applied and interpreted in accordance with GAAP,
Statutory Accounting Principles, if applicable, or such other objective measure
as established by the Committee at the time of the Award.
  (c)           Performance Goals.
For purposes of Awards granted under the Plan, the “Performance Goals” shall be
the levels of achievement relating to the Performance Criteria selected by the
Committee for the Award.  The Performance Goals shall be expressed as
an objective formula or standard that precludes discretion to increase the
amount of compensation payable that would otherwise be due upon attainment of
the goal.  The Performance Goals may be applied on an absolute basis
or relative to an identified index or peer group, as specified by the Committee.
The Performance Goals may be applied by the Committee after excluding charges
for restructurings, discontinued operations, extraordinary items, and other
unusual or non-recurring items, and the cumulative effects of accounting
changes, each as determined in accordance with GAAP, Statutory Accounting
Principles, if applicable, or such other objective measure established by the
Committee at the time of the Award, provided the adjustments are specified at
the time the Award is established.
  (d)           Maximum
Awards.  The maximum amount that may become payable to any one
Participant during any one calendar year under all Cash-Based Awards is limited
to $3,000,000.  The maximum number of Common Shares (including
Restricted Shares) and/or Share Units that may be subject to all Share-Based
Awards granted to any one Participant during any one calendar year is limited to
100,000 Common Shares and/or Share Units.
  (e)           Negative
Discretion.  Notwithstanding anything else contained in the
Plan to the contrary, the Committee shall have the right, in its discretion, (i)
to reduce or eliminate the amount otherwise payable to any Participant under an
Award and (ii) to establish rules or procedures that have the effect of limiting
the amount payable to any Participant to an amount that is less than the maximum
amount otherwise payable under an Award.  The Committee shall not have
discretion to increase the amount that is otherwise payable to any Participant
under an Award.
  Section
5.                      Payment
of Awards
  (a)           Certification.  Following
the conclusion of the Performance Period of an Award, the Committee shall
certify in writing whether the Performance Goals for that Performance Period
have been achieved, or certify the degree of achievement, if
applicable.
  (b)           Payment. Upon
certification of the Performance Goals for a Cash-Based Award, the Committee
shall determine the amount of payment to the Participant pursuant to the Award,
if any.  Upon certification of the Performance Goals for a Share-Based
Award, the Committee shall determine the number of Common Shares, Restricted
Shares and/or Share Units payable to the Participant pursuant to the Award, if
any.  Notwithstanding the foregoing, both Cash-Based Awards and
Share-Based Awards may be paid in any combination of cash, Common Shares,
Restricted Shares and/or Share Units, as determined by the Committee in its
discretion, based upon the Fair Market Value of the Common Shares at the time of
payment.
  (c)           Share
Restrictions.  Any Common Shares, Restricted Shares or Share
Units payable in respect of an Award shall be subject to such terms, conditions,
restrictions and/or limitations as the Committee shall determine in its
discretion.  Any Common Shares that become payable under an Award
shall be paid from the Common Shares authorized under the Company’s 2006 Share
Incentive Plan or any successor plan, and shall be subject to the terms and
conditions of such plan.
  (d)           Employment
Requirement.  In the event of the termination of employment of
a Participant with the Company or a subsidiary before the payment of an Award,
the Award shall be forfeited and automatically be cancelled without further
action of the Company or the Committee, subject to such conditions as may be
approved by the Committee for certain circumstances of termination of
employment, such as death or disability, if approved by the Committee in its
sole discretion.
  (e)           Tax
Withholding.  Any payment under this Plan shall be subject to
applicable federal, state or local income and employment taxes and any other
amounts that the Company is required by law to deduct and withhold from such
payment.
  (f)           Deferral of
Payments.  The Committee may in its discretion grant an Award
that provides a Participant the opportunity to elect in writing to defer up to
100% of the payment of amounts payable under the Award, with the election to be
made in the manner specified by the Committee.  The Committee may in
its discretion provide for interest or other investment return on any such
deferred amounts.
  Section
6.                      General
Provisions
  (a)           Effective
Date.  Subject to the approval of the Company’s shareholders,
the Plan shall be effective with respect to calendar years beginning on or after
January 1, 2004.
  (b)           Amendment and
Termination.  The Company may, from time to time, by action of
the Board, amend, suspend or terminate any or all of the provisions of the Plan,
but no such amendment, suspension or termination shall adversely affect the
rights of any Participant with respect to Awards then
outstanding.  Notwithstanding the foregoing, no amendment will be
effective without shareholder approval if such approval is required to satisfy
the requirements of Section 162(m).  For purposes of Section 162(m),
the material terms of the performance goals under the Plan must generally be
re-approved by the shareholders no later than the first general meeting of
shareholders occurring in the fifth year following the year in which the
material terms were last approved.
  (c)           Other
Compensation.  Nothing contained in the Plan shall prohibit the
Company or any subsidiary from establishing other additional incentive
compensation arrangements for one or more employees of the Company or from
paying compensation outside of the terms of the Plan, whether or not such
compensation qualifies as performance-based compensation under Section
162(m).
  (d)           No Right to
Employment.  Nothing in the Plan shall be deemed to give any
Participant the right to remain employed by the Company or any subsidiary or to
limit, in any way, the right of the Company or any subsidiary to terminate, or
to change the terms of, a Participant’s employment at any time.
  (e)           Governing
Law.  The Plan shall be governed by and construed in accordance
with the laws of New York, without regard to choice-of-law rules.