EX-10.2






EXHIBIT 10.2




PLATINUM UNDERWRITERS HOLDINGS, LTD.

AMENDED AND RESTATED 2010 SHARE INCENTIVE PLAN

Effective October 21, 2014





	1.	 	PURPOSE OF THE PLAN





The purpose of this Platinum Underwriters Holdings, Ltd. Amended and Restated 2010 Share
Incentive Plan is to advance the interests of the Company and its shareholders by attracting,
retaining and motivating key personnel upon whose judgment, initiative and effort the successful
conduct of the Company’s operations is largely dependent. The Plan is also intended to further
align the interests of employees, officers and directors with those of the shareholders by
promoting the ownership of Common Shares by these individuals. The Plan originally became
effective following the approval of the Company’s shareholders at its 2010 annual meeting of
shareholders. Upon approval of the Plan by the shareholders of the Company, no further grants were
permitted under the Company’s 2006 Share Incentive Plan, provided that awards previously made under
the 2006 Share Incentive Plan shall remain outstanding in accordance with their terms. The Plan is
hereby amended and restated effective October 21, 2014.




	2.	 	DEFINITIONS





Wherever the following capitalized terms are used in this Plan, they shall have the meanings
specified below:



(a) “Award” means an award of an Option, Share Appreciation Right, Restricted Share
Award or Share Unit Award granted under the Plan.



(b) “Award Agreement” means a written or electronic agreement entered into between the
Company and a Participant setting forth the terms and conditions of an Award granted to a
Participant.



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



(d) “Change in Control” shall have the meaning specified in Section 10.2 hereof.



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



(f) “Committee” means the Compensation Committee of the Board or any other committee
of the Board appointed by the Board to administer the Plan from time to time.



(g) “Common Shares” means the common shares of the Company, par value $0.01 per share.



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



(i) “Date of Grant” means the date on which an Award under the Plan is made by the
Committee, or such later date as the Committee may specify to be the effective date of the Award.



(j) “Disability” means a Participant being considered “disabled” within the meaning of
Section 409A(a)(2)(C) of the Code, unless otherwise provided in an Award Agreement.



(k) “Effective Date” means the effective date of this Plan, as described in Section
12.1 hereof.



(l) “Eligible Person” means any person who is an employee, officer, director,
insurance agent, consultant or advisor of the Company or any Subsidiary, as determined by the
Committee, or any person who is determined by the Committee to be a prospective employee, officer,
director, insurance agent, consultant or advisor of the Company or any Subsidiary.



(m) “Exchange Act” means the Securities Exchange Act of 1934, as amended.



(n) “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.



(o) “Incentive Option” means an Award under Section 6 hereof to purchase Common Shares
that is intended to qualify as an “incentive stock option” under Section 422 of the Code and the
Treasury Regulations thereunder.



(p) “Nonqualified Option” means an Award under Section 6 hereof to purchase Common
Shares that is not intended to qualify as an Incentive Option.



(q) “Option” means an Incentive Option or a Nonqualified Option granted under Section
6 hereof.



(r) “Participant” means any Eligible Person who holds an outstanding Award under the
Plan.



(s) “Plan” means this Platinum Underwriters Holdings, Ltd. 2010 Share Incentive Plan
as set forth herein, as it may be amended from time to time.



(t) “Restricted Share Award” means an Award under Section 8 hereof entitling a
Participant to Common Shares that are nontransferable and subject to forfeiture until specific
conditions established by the Committee are satisfied.



(u) “Share Appreciation Right” or “SAR” means an Award under Section 7 hereof
entitling a Participant to receive an amount, representing the difference between the base price
per share of the right and the Fair Market Value of a Common Share on the date of exercise.



(v) “Share Unit Award” means an Award under Section 9 hereof entitling a Participant
to a payment at the end of a vesting period of a unit value based on the Fair Market Value of a
Common Share.



(w) “Subsidiary” means an entity (whether or not a corporation) that is wholly or
majority owned or controlled, directly or indirectly, by the Company, or any other affiliate of the
Company that is so designated, from time to time, by the Committee; provided,
however, that with respect to Incentive Options, the term “Subsidiary” shall include only
an entity that qualifies under Section 424(f) of the Code as a “subsidiary corporation” with
respect to the Company.




	3.	 	SHARES SUBJECT TO THE PLAN





3.1 Number of Shares. Subject to the following provisions of this Section 3, the
aggregate number of Common Shares that may be issued pursuant to all Awards under the Plan is
3,100,000 Common Shares, plus any shares remaining available under the 2006 Share Incentive Plan
(“2006 Plan”) on the Effective Date. The number of Common Shares that may be issued and sold under
Incentive Options shall be limited to 3,100,000 Common Shares. The Common Shares to be delivered
under the Plan will be made available from authorized but unissued Common Shares or from reacquired
Common Shares. Any Common Shares subject to Options or Share Appreciation Rights shall be counted
against the maximum share limitations of this Section 3.1 as one Common Share for every Common
Share subject thereto. With respect to Share Appreciation Rights, when a share-settled Share
Appreciation Right is exercised, the Common Shares subject to such Award shall be counted against
the maximum share limitations of this Section 3.1 as one Common Share for every Common Share
subject thereto, regardless of the number of Common Shares actually issued to settle the Share
Appreciation Right upon exercise. Any Common Shares subject to Restricted Share Awards or Share
Unit Awards shall be counted against the maximum share limitations of this Section 3.1 as 2.4
Common Shares for every Common Share subject thereto. Any Awards under the Plan settled in cash
shall not be counted against the foregoing maximum share limitations.



3.2 Return of Shares. To the extent that any Award under the Plan, or any award
granted under the 2006 Plan that is outstanding on the Effective Date, payable in Common Shares is
forfeited, cancelled, returned to the Company for failure to satisfy vesting requirements or upon
the occurrence of other forfeiture events, or otherwise terminates without payment being made
thereunder, the Common Shares covered thereby will no longer be charged against the maximum share
limitations of Section 3.1 hereof and may again be made subject to Awards under the Plan pursuant
to such limitations. To the extent that a Common Share that was subject to a Restricted Share
Award or a Share Unit Award under the Plan, which is counted as 2.4 Common Shares against the
maximum share limitations of Section 3.1 hereof, or a restricted share award or share unit award
under the 2006 Plan that was counted as 2.25 Common Shares, is forfeited, cancelled, or otherwise
returned to the Company pursuant to the preceding sentence, such maximum share limitations shall be
credited with 2.4 Common Shares and such Common Shares may again be made subject to Awards under
the Plan pursuant to such limitations. Any Common Shares that were subject to Options or Share
Appreciation Rights, or options or share appreciation rights under the 2006 Plan, shall be credited
as one share for every Common Share that may again be made subject to Awards under the Plan.



3.3 Adjustments. If there shall occur any recapitalization, reclassification, share
dividend, extraordinary dividend, share split, reverse share split, or other distribution with
respect to the Common Shares, or any merger, reorganization, consolidation, combination, spin-off
or other change in corporate structure affecting the Common Shares, the Committee shall, 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 (i) the maximum number and kind of
shares provided in Section 3.1 hereof, (ii) the maximum number and kind of shares set forth in
Sections 6.1, 7.1. 8.1 and 9.1 hereof, (iii) the number and kind of shares of Common Shares, share
units, or other rights subject to then outstanding Awards, (iv) the price for each share or unit or
other right subject to then outstanding Awards, or (v) any other terms of an Award that are
affected by the event to prevent dilution or enlargement of a Participant’s rights under an Award.
Notwithstanding the foregoing, in the case of Incentive Options, any such adjustments shall be made
in a manner consistent with the requirements of Section 424(a) of the Code. In the event of any
merger, consolidation, reorganization, amalgamation or similar corporate event in which Common
Shares are to be exchanged for payment of cash (the “Cash Consideration”), the Committee
may, in its discretion, (i) make equitable adjustments as provided above, or (ii) cancel any
outstanding Award in exchange for payment in cash, if any, equal to the excess of the Cash
Consideration for the shares underlying such Award over the exercise, base or purchase price for
such shares. Notwithstanding the foregoing, the Committee shall not cancel or exchange any
outstanding Award for payment of cash or other consideration unless the Fair Market Value of a
Common Share on the date of determination by the Committee to make such cancellation or exchange is
greater than the per share exercise, base or purchase price of such Award.




	4.	 	ADMINISTRATION





4.1 Committee Members. The Plan shall be administered by a Committee comprised of no
fewer than two members of the Board. Solely to the extent deemed necessary or advisable by the
Board, each Committee member shall satisfy the requirements for (i) an “independent director” under
rules adopted by the New York Stock Exchange, (ii) a “nonemployee director” for purposes of Rule
l6b-3 under the Exchange Act, and (iii) an “outside director” under Section 162(m) of the Code. 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.



4.2 Committee Authority. 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.
Subject to the express limitations of the Plan, the Committee shall have authority in its
discretion to determine the Eligible Persons to whom, and the time or times at which, Awards may be
granted, the number of shares, units or other rights subject to each Award, the exercise, base or
purchase price of an Award (if any), the time or times at which an Award will become vested,
exercisable or payable, the performance criteria, performance goals and other conditions of an
Award, the duration of the Award, and all other terms of the Award. Subject to the terms of the
Plan, the Committee shall have the authority to amend the terms of an Award in any manner that is
not inconsistent with the Plan, provided that no such action shall adversely affect the rights of a
Participant with respect to an outstanding Award without the Participant’s consent. 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 Plan
administration, including, without limitation, to correct any defect, to supply any omission or to
reconcile any inconsistency in the Plan or any Award Agreement hereunder. The Committee may
prescribe, amend, and rescind rules and regulations relating to the Plan. The Committee’s
determinations under the Plan need not be uniform and may be made by the Committee selectively
among Participants and Eligible Persons, whether or not such persons are similarly situated. The
Committee shall, in its discretion, consider such factors as it deems relevant in making its
interpretations, determinations and actions under the Plan including, without limitation, the
recommendations or advice of any officer or employee of the Company or such attorneys, consultants,
accountants or other advisors as it may select. All interpretations, determinations, and actions
by the Committee shall be final, conclusive, and binding upon all parties.



4.3 Delegation of Authority. The Committee shall have the right, from time to time,
to delegate to one or more officers of the Company the authority of the Committee to grant and
determine the terms and conditions of Awards under the Plan, subject to such limitations as the
Committee shall determine; provided, however, that no such authority may be
delegated with respect to Awards granted to any member of the Board or any Participant who the
Committee determines may be covered by Rule l6b-3 under the Exchange Act or Section l62(m) of the
Code. The Committee shall also be permitted to delegate, to any appropriate officer or employee of
the Company, responsibility for performing ministerial functions under the Plan. In the event that
the Committee’s authority is delegated to officers or employees in accordance with the foregoing,
all provisions of the Plan relating to the Committee shall be interpreted in a manner consistent
with the foregoing by treating any such reference as a reference to such officer or employee for
such purpose. Any action undertaken in accordance with the Committee’s delegation of authority
hereunder shall have the same force and effect as if such action was undertaken directly by the
Committee and shall be deemed for all purposes of the Plan to have been taken by the Committee.



4.4 Grants to Nonemployee Directors. Any Awards or formula for granting Awards to
nonemployee directors under the Plan shall be approved by the Board. With respect to awards to
such directors, all rights, powers and authorities vested in the Committee under the Plan shall
instead be exercised by the Board, and all provisions of the Plan relating to the Committee shall
be interpreted in a manner consistent with the foregoing by treating any such reference as a
reference to the Board for such purpose.




	5.	 	PARTICIPATION AND AWARDS





5.1 Designation of Participants. All Eligible Persons are eligible to be designated
by the Committee to receive Awards and become Participants under the Plan. The Committee has the
authority, in its discretion, to determine and designate from time to time those Eligible Persons
who are to be granted Awards, the types of Awards to be granted and the number of Common Shares or
units subject to Awards granted under the Plan. In selecting Eligible Persons to be Participants
and in determining the type and amount of Awards to be granted under the Plan, the Committee shall
consider any and all factors that it deems relevant or appropriate.



5.2 Determination of Awards. The Committee shall determine the terms and conditions
of all Awards granted to Participants in accordance with its authority under Section 4.2 hereof.
An Award may consist of one type of right or benefit hereunder or of two or more such rights or
benefits granted in tandem or in the alternative. To the extent deemed necessary by the Committee,
an Award shall be evidenced by an Award Agreement as described in Section 11.1 hereof.




	6.	 	SHARE OPTIONS





6.1 Grant of Option. An Option may be granted to any Eligible Person selected by the
Committee. Subject to the applicable provisions of Section 6.7 hereof and Section 422 of the Code,
each Option shall be designated, in the discretion of the Committee, as an Incentive Option or a
Nonqualified Option. The maximum number of Common Shares that may be granted under Options to any
Participant during any calendar year shall be limited to 3,100,000 Common Shares (subject to
adjustment as provided in Section 3.3 hereof).



6.2 Exercise Price. The exercise price under any Option shall be determined by the
Committee; provided, however, that the exercise price per share under an Option
shall not be less than 100 percent of the Fair Market Value per share of the Common Shares on the
Date of Grant.



6.3 Vesting of Option. The Committee shall in its discretion prescribe the time or
times at which, or the conditions upon which, an Option or portion thereof shall become vested
and/or exercisable. The requirements for vesting and exercisability of an Option may be based on
the continued employment or other service of the Participant with the Company or a Subsidiary for a
specified time period (or periods) or on the attainment of a specified performance goal (or goals)
established by the Committee in its discretion. The Committee may, in its discretion, accelerate
the vesting or exercisability of any Option at any time.



6.4 Term of Options. The Committee shall in its discretion prescribe in an Award
Agreement the period during which a vested Option may be exercised, provided that the maximum term
of an Option shall be ten years from the Date of Grant. An Option may be earlier terminated as
specified by the Committee and set forth in an Award Agreement upon or following the termination of
a Participant’s employment or other service with the Company or any Subsidiary, including by reason
of voluntary resignation, death, Disability, termination for cause or any other reason. Except as
otherwise provided in this Section 6 or in an Award Agreement, no Option may be exercised at any
time during the term thereof unless the Participant is then in the employment or other service of
the Company or one of its Subsidiaries.



6.5 Option Exercise; Withholding. Subject to such terms and conditions as shall be
specified in an Award Agreement, an Option may be exercised in whole or in part at any time during
the term thereof by written notice in the form required by the Company, together with payment of
the aggregate exercise price therefore and applicable withholding tax. Payment of the exercise
price shall be made in the manner set forth in an Award Agreement, by (i) payment in cash or cash
equivalent acceptable to the Committee, (ii) payment in Common Shares valued at the Fair Market
Value of such shares on the date of exercise, (iii) through an open market broker-assisted
transaction pursuant to which the Company is promptly delivered the amount of proceeds necessary to
satisfy the exercise price, (iv) by a combination of the foregoing methods, or (v) such other
method as may be approved by the Committee and set forth in an Award Agreement. In addition to and
at the time of payment of the exercise price, the Participant shall pay to the Company the full
amount of any and all applicable income tax, employment tax and other amounts required to be
withheld in connection with such exercise, payable under such of the methods described above for
the payment of the exercise price as may be approved by the Committee and set forth in an Award
Agreement.



6.6 Limited Transferability of Nonqualified Options. All Options shall be
nontransferable except (i) upon the Participant’s death, in accordance with Section 11.3 hereof, or
(ii) in the case Nonqualified Options only, on a case-by-case basis as may be approved by the
Committee in its discretion, in accordance with the terms provided below. An Award of a
Nonqualified Option may provide that the Participant shall be permitted, during the lifetime of the
Participant and subject to the prior approval of the Committee at the time of the proposed
transfer, to transfer all or part of the Option to the Participant’s “family member” (as defined
for purposes of the Form S-8 registration statement under the Securities Act of 1933, as amended).
The transfer of a Nonqualified Option may be subject to such other terms and conditions as the
Committee may in its discretion impose from time to time. Subsequent transfers of an Option shall
be prohibited other than in accordance with Section 11.3 hereof.



6.7 Additional Rules for Incentive Options.




(i) Eligibility. An Incentive Option may only be granted to an Eligible Person
who is considered an employee of the Company or any Subsidiary for purposes of Treasury
Regulations § 1.421-7(h).




(ii) Annual Limits. No Incentive Option shall be granted to a Participant as a
result of which the aggregate Fair Market Value (determined as of the Date of Grant) of the
Common Shares with respect to which Incentive Options are exercisable for the first time in
any calendar year under the Plan and any other share option plans of the Company, any
Subsidiary, or any parent Company, would exceed $100,000, determined in accordance with
Section 422(d) of the Code. This limitation shall be applied by taking Options into account
in the order in which granted.




(iii) Ten Percent Shareholders. If an Option granted under the Plan is
intended to be an Incentive Option, and if the Participant, at the time of grant, owns
            shares possessing ten percent or more of the total combined voting power of all classes of
Common Shares of the Company or any Subsidiary, then (A) the Option exercise price per share
shall in no event be less than 110 percent of the Fair Market Value of a Common Share on the
date of such grant, and (B) such Option shall not be exercisable after the expiration of
five years following the date such Option is granted.




(iv) Termination of Employment. An Award of an Incentive Option may provide
that such Option may be exercised not later than three (3) months following termination of
employment of the Participant with the Company and all Subsidiaries, or not later than one
year following death or a “permanent and total disability” within the meaning of Section
22(e)(3) of the Code, as and to the extent determined by the Committee to be consistent with
the requirements of Section 422 of the Code and Treasury Regulations thereunder.




(v) Other Terms and Conditions; Nontransferability. Any Incentive Option
granted hereunder shall contain such additional terms and conditions, not inconsistent with
the terms of the Plan, as are deemed necessary or desirable by the Committee, which terms,
together with the terms of the Plan, shall be intended and interpreted to cause such
Incentive Option to qualify as an incentive stock option under Section 422 of the Code. An
Award Agreement for an Incentive Option may provide that such Option shall be treated as a
Nonqualified Option to the extent that certain requirements applicable to Incentive Options
under the Code shall not be satisfied. An Incentive Option shall by its terms be
nontransferable otherwise than by will or by the laws of descent and distribution, and shall
be exercisable during the lifetime of a Participant only by such Participant.




(vi) Disqualifying Dispositions. If Common Shares acquired by exercise of an
Incentive Option are disposed of within two years following the Date of Grant or one year
following the issuance of such shares to the Participant upon exercise, the Participant
shall, promptly following such disposition, notify the Company in writing of the date and
terms of such disposition and provide such other information regarding the disposition as
the Committee may reasonably require.



6.8 Repricing of Options Prohibited. Subject to the anti-dilution adjustment
provisions contained in Section 3.3 hereof, without the prior approval of the Company’s
Shareholders, evidenced by a majority of votes cast, neither the Committee nor the Board shall
cause the cancellation, substitution or amendment of an Option that would have the effect of
reducing the exercise price of such an Option previously granted under the Plan, or otherwise
approve any modification to such an Option that would be treated as a “repricing” under applicable
listing requirements of the New York Stock Exchange.




	7.	 	SHARE APPRECIATION RIGHTS





7.1 Grant of SARs. An SAR granted to a Participant is an Award in the form of a right
to receive, upon settlement of the right but without other payment, an amount based on the
appreciation in the Fair Market Value of Common Shares over a base price established for the Award,
exercisable at such time or times and upon conditions as may be approved by the Committee. An SAR
may be granted to any Eligible Person selected by the Committee. The maximum number of Common
Shares that may be subject to SARs granted to any Participant during any calendar year shall be
limited to 1,000,000 Common Shares (subject to adjustment as provided in Section 3.3 hereof).



7.2 Freestanding SARs. An SAR may be granted without any related Option. The
Committee shall in its discretion prescribe the time or times at which, or the conditions upon
which, an SAR or portion thereof shall become vested and/or exercisable. The requirements for
vesting and exercisability of an SAR may be based on the continued employment or other service of a
Participant with the Company or a Subsidiary for a specified time period (or periods) or on the
attainment of a specified performance goal (or goals) established by the Committee in its
discretion. An SAR will be exercisable or payable at such time or times as determined by the
Committee, provided that the maximum term of an SAR shall be ten years from the Date of Grant. The
Committee may, in its discretion, accelerate the vesting or exercisability of any SAR at any time.
The base price of an SAR granted without any related Option shall be determined by the Committee in
its sole discretion; provided, however, that the base price per share of any such
freestanding SAR shall not be less than 100 percent of the Fair Market Value of a Common Share on
the Date of Grant.



7.3 Tandem Option/Share Appreciation Rights. An SAR may be granted in tandem with an
Option at the time of grant of the Option. A tandem Option/Share Appreciation Right will entitle
the holder to elect, as to all or any portion of the number of shares subject to the Award, to
exercise either the Option or the SAR, resulting in the reduction of the corresponding number of
shares subject to the right so exercised as well as the tandem right not so exercised. An SAR
granted in tandem with an Option hereunder shall have a base price per share equal to the per share
exercise price of the Option, will be vested and exercisable at the same time or times that a
related Option is vested and exercisable, and will expire no later than the time at which the
related Option expires.



7.4 Payment of SARs. An SAR will entitle the holder, upon exercise or other payment
of the SAR, as applicable, to receive an amount determined by multiplying: (i) the excess of the
Fair Market Value of a Common Share on the date of exercise or payment of the SAR over the base
price of such SAR, by (ii) the number of shares as to which such SAR is exercised or paid. Payment
of the amount determined under the foregoing may be made, as approved by the Committee and set
forth in the Award Agreement, in Common Shares valued at their Fair Market Value on the date of
exercise or payment, in cash, or in a combination of Common Shares and cash, subject to applicable
tax withholding requirements.



7.5 Repricing of SARs Prohibited. Subject to the anti-dilution adjustment provisions
contained in Section 3.3 hereof, without the prior approval of the Company’s shareholders,
evidenced by a majority of votes cast, neither the Committee nor the Board shall cause the
cancellation, substitution or amendment of an SAR that would have the effect of reducing the base
price of such an SAR previously granted under the Plan, or otherwise approve any modification to
such an SAR that would be treated as a “repricing” under the applicable listing requirements of the
New York Stock Exchange.




	8.	 	RESTRICTED SHARE AWARDS





8.1 Grant of Restricted Share Awards. A Restricted Share Award may be granted to any
Eligible Person selected by the Committee. A Restricted Share Award to a Participant represents
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. The Committee may, in
connection with any Restricted Share Award, require the payment of a specified purchase price. The
maximum number of Common Shares that may be subject to Restricted Share Awards granted to any
Participant during any calendar year shall be limited to 1,000,000 Common Shares (subject to
adjustment as provided in Section 3.3 hereof).



8.2 Vesting Requirements. The restrictions imposed on Common Shares granted under a
Restricted Share Award shall lapse in accordance with the vesting requirements specified by the
Committee in the Award Agreement. The requirements for vesting of a Restricted Share Award may be
based on the continued employment or other service of the Participant with the Company or its
Subsidiaries for a specified time period (or periods) or on the attainment of a specified
performance goal (or goals) established by the Committee in its discretion. The Committee may, in
its discretion, accelerate the vesting of a Restricted Share Award at any time. If the vesting
requirements of a Restricted Share Award shall not be satisfied, the Award shall be forfeited and
the Common Shares subject to the Award shall be returned to the Company. In the event that the
Participant paid any purchase price with respect to such forfeited shares, unless otherwise
provided by the Committee in an Award Agreement, the Company will refund to the Participant the
lesser of (i) such purchase price, and (ii) the Fair Market Value of such shares on the date of
forfeiture.



8.3 Restrictions. Shares granted under any Restricted Share Award may not be
transferred, assigned or subject to any encumbrance, pledge, or charge until all applicable
restrictions are removed or have expired, unless otherwise allowed by the Committee. Failure to
satisfy any applicable restrictions shall result in the shares subject to the Restricted Share
Award being forfeited and returned to the Company. The Committee may require in an Award Agreement
that certificates representing the shares granted under a Restricted Share Award bear a legend
making appropriate reference to the restrictions imposed, and that certificates representing the
shares granted or sold under a Restricted Share Award will remain in the physical custody of an
escrow holder until all restrictions are removed or have expired.



8.4 Rights as Shareholder. Subject to the foregoing provisions of this Section 8 and
the applicable Award Agreement, the Participant shall have all rights of a shareholder with respect
to the Common Shares granted to the Participant under a Restricted Share Award, including the right
to vote such shares and receive all dividends and other distributions paid or made with respect
thereto, unless the Committee determines otherwise at the time the Restricted Share Award is
granted. The Committee may provide in an Award Agreement for the payment of dividends and
distributions to the Participant at such times as paid to shareholders generally or at the times of
vesting or other payment of the Restricted Share Award; provided, however, that if dividend rights
are granted with respect to any Restricted Share Award that is subject to performance goals, the
dividends shall be accumulated or reinvested, as determined by the Committee in its discretion, and
paid at the time of vesting in additional restricted shares.



8.5 Section 83(b) Election. If a Participant makes an election pursuant to Section
83(b) of the Code with respect to a Restricted Share Award, the Participant shall file, within 30
days following the Date of Grant, a copy of such election with the Company and with the Internal
Revenue Service, in accordance with the regulations under Section 83 of the Code. The Committee
may provide in an Award Agreement that the Restricted Share Award is conditioned upon the
Participant’s making or refraining from making an election with respect to the Award under Section
83(b) of the Code.




	9.	 	SHARE UNIT AWARDS





9.1 Grant of Share Unit Awards. A Share Unit Award may be granted to any Eligible
Person selected by the Committee. A Share Unit Award is an Award to a Participant of a number of
hypothetical share units with respect to Common Shares, with a value equal to the Fair Market Value
of the Common Shares on the applicable date or time period of determination as specified by the
Committee. A Share Unit Award shall be subject to such restrictions and conditions as the
Committee shall determine. A Share Unit Award may be granted, at the discretion of the Committee,
together with a dividend equivalent right with respect to the same number of Common Shares, which
may be accumulated and may be deemed reinvested in additional share units, as determined by the
Committee in its discretion; provided, however, that if any dividend equivalent rights are granted
with respect to any Share Unit Award that is subject to performance goals, such dividend
equivalents shall be accumulated or reinvested, as determined by the Committee in its discretion,
and paid at the time of vesting in additional share units. The maximum number of Common Shares
that may be subject to Share Unit Awards that are granted to any Participant during any calendar
year shall be limited to 1,000,000 Common Shares (subject to adjustment as provided in Section 3.3
hereof).



9.2 Vesting of Share Unit Awards. On the Date of Grant, the Committee shall, in its
discretion, determine any vesting requirements with respect to a Share Unit Award, which shall be
set forth in the Award Agreement. The requirements for vesting of a Share Unit Award may be based
on the continued employment or other service of the Participant with the Company or its
Subsidiaries for a specified time period (or periods) or on the attainment of a specified
performance goal (or goals) established by the Committee in its discretion. The Committee may, in
its discretion, accelerate the vesting of a Share Unit Award at any time. A Share Unit Award may
also be granted on a fully vested basis, with a deferred payment date as may be determined by the
Committee or elected by the Participant in accordance with the rules established by the Committee.



9.3 Payment of Share Unit Awards. A Share Unit Award shall become payable to a
Participant at the time or times determined by the Committee and set forth in the Award Agreement,
which may be upon or following the vesting of the Award. Payment of a Share Unit Award may be
made, at the discretion of the Committee, in cash or in Common Shares, or in a combination thereof,
subject to applicable tax withholding requirements. Any cash payment of a Share Unit Award shall
be made based upon the Fair Market Value of the Common Shares, determined on such date or over such
time period as determined by the Committee.



9.4 No Rights as Shareholder. The Participant shall not have any rights as a
shareholder with respect to the Common Shares subject to a Share Unit Award until such time as any
Common Shares are delivered to the Participant pursuant to the terms of the Award.




	10.	 	CHANGE IN CONTROL





10.1 Effect of Change in Control. The Committee may, at or following the time of
grant of an Award and as set forth in an Award Agreement, provide for the effect of a Change in
Control of the Company on an Award. Such provisions may include any one or more of the following:
(i) the acceleration or extension of time periods for purposes of exercising, vesting in, or
realizing gain from any Award, (ii) the elimination or modification of performance or other
conditions related to the payment or other rights under an Award, (iii) provision for the cash
settlement of an Award for an equivalent cash value, as determined by the Committee, or (iv) such
other modification or adjustment to an Award as the Committee deems appropriate to maintain and
protect the rights and interests of Participants upon or following a Change in Control. Unless
otherwise provided by the Committee and set forth in the Award Agreement, upon a Change in Control,
(i) each outstanding Option and Share Appreciation Right, to the extent that it shall not otherwise
have become vested and exercisable, shall automatically become fully and immediately vested and
exercisable, without regard to any otherwise applicable vesting requirement, (ii) any restricted
period in effect shall automatically terminate as to all Common Shares awarded pursuant to a
Restricted Share Award, and (iii) each outstanding Share Unit Award shall become immediately and
fully vested and payable.



10.2 Definition of Change in Control. For purposes hereof, unless otherwise defined
in an Award Agreement, a “Change in Control” of the Company shall mean:




(i) an acquisition subsequent to the Effective Date hereof by any individual, entity or
group (within the meaning of Section 13(d)(3) or 14(d)(2) of the Exchange Act (a
“Person”) of beneficial ownership (within the meaning of Rule l3d-3 promulgated
under the Exchange Act) of fifty percent (50%) or more of either (A) the then outstanding
Common Shares, or (B) the combined voting power of the then outstanding voting securities of
the Company entitled to vote generally in the election of directors; excluding, however, the
following: (1) any acquisition directly from the Company, other than an acquisition by
virtue of the exercise of a conversion privilege unless the security being so converted was
itself acquired directly from the Company, (2) any acquisition by the Company, and (3) any
acquisition by an employee benefit plan (or related trust) sponsored or maintained by the
Company or any Subsidiary;




(ii) during any period of two (2) consecutive years (not including any period prior to
the Effective Date), individuals who at the beginning of such period constitute the Board
(and any new directors whose election by the Board or nomination for election by the
Company’s shareholders was approved by a vote of at least two-thirds (2/3) of the directors
then still in office who either were directors at the beginning of the period or whose
election or nomination for election was so approved) cease for any reason (except for death,
Disability or voluntary retirement) to constitute a majority thereof;




(iii) the consummation of a merger, consolidation, reorganization, amalgamation or
similar corporate transaction which has been approved by the shareholders of the Company,
whether or not the Company is the surviving Company in such transaction, other than a
merger, consolidation, reorganization or amalgamation that would result in the voting
securities of the Company outstanding immediately prior thereto continuing to represent
(either by remaining outstanding or by being converted into voting securities of the
surviving entity) at least fifty percent (50%) of the combined voting power of the voting
securities of the Company (or such surviving entity) outstanding immediately after such
merger, consolidation, reorganization, amalgamation or similar corporate transaction;




(iv) the approval by the shareholders of the Company of (A) the sale or other
disposition of all or substantially all of the assets of the Company, or (B) a complete
liquidation or dissolution of the Company; or




(v) adoption by the Board of a resolution to the effect that there has been a change in
the ownership or effective control of the Company, or a change in the ownership of a
substantial portion of the assets of a Company, as such terms are used in Section 409A of
the Code and related regulations thereunder.




	11.	 	GENERAL PROVISIONS





11.1 Award Agreement. To the extent deemed necessary by the Committee, an Award under
the Plan shall be evidenced by an Award Agreement in a written or electronic form approved by the
Committee setting forth the number of Common Shares or units subject to the Award, the exercise
price, base price, or purchase price of the Award, the time or times at which an Award will become
vested, exercisable or payable and the term of the Award. The Award Agreement may also set forth
the effect on an Award of termination of employment or other service under certain circumstances.
The Award Agreement shall be subject to and incorporate, by reference or otherwise, all of the
applicable terms and conditions of the Plan, and may also set forth other terms and conditions
applicable to the Award as determined by the Committee consistent with the limitations of the Plan.
Award Agreements evidencing Incentive Options shall contain such terms and conditions as may be
necessary to meet the applicable provisions of Section 422 of the Code. The grant of an Award
under the Plan shall not confer any rights upon the Participant holding such Award other than such
terms, and subject to such conditions, as are specified in the Plan as being applicable to such
type of Award (or to all Awards) or as are expressly set forth in the Award Agreement. The
Committee need not require the execution of an Award Agreement by a Participant, in which case,
acceptance of the Award by the Participant shall constitute agreement by the Participant to the
tends, conditions, restrictions and limitations set forth in the Plan and the Award Agreement as
well as the administrative guidelines of the Company in effect from time to time.



11.2 Forfeiture Events/Representations. The Committee may specify in an Award
Agreement at the time of the Award that the Participant’s rights, payments and benefits with
respect to an Award shall be subject to reduction, cancellation, forfeiture or recoupment upon the
occurrence of certain specified events, in addition to any otherwise applicable vesting or
performance conditions of an Award. Such events shall include, but shall not be limited to,
termination of employment or other service for cause, violation of material Company policies,
breach of noncompetition, confidentiality or other restrictive covenants that may apply to the
Participant, or other conduct by the Participant that is detrimental to the business or reputation
of the Company. The Committee may also specify in an Award Agreement that the Participant’s
rights, payments and benefits with respect to an Award shall be conditioned upon the Participant
making a representation regarding compliance with noncompetition, confidentiality or other
restrictive covenants that may apply to the Participant and providing that the Participant’s
rights, payments and benefits with respect to an Award shall be subject to reduction, cancellation,
forfeiture or recoupment on account of a breach of such representation.



11.3 No Assignment or Transfer; Beneficiaries. Except as provided in Section 6.6
hereof, Awards under the Plan shall not be assignable or transferable by the Participant, except by
will or by the laws of descent and distribution, and shall not be subject in any manner to
assignment, alienation, pledge, encumbrance or charge. Notwithstanding the foregoing, the
Committee may provide in an Award Agreement that the Participant shall have the right to designate
a beneficiary or beneficiaries who shall be entitled to any rights, payments or other benefits
specified under an Award following the Participant’s death. During the lifetime of a Participant,
an Award shall be exercised only by such Participant or such Participant’s guardian or legal
representative. In the event of a Participant’s death, an Award may, to the extent permitted by
the Award Agreement, be exercised by the Participant’s beneficiary as designated by the Participant
in the manner prescribed by the Committee or, in the absence of an authorized beneficiary
designation, by the legatee of such Award under the Participant’s will or by the Participant’s
estate in accordance with the Participant’s will or the laws of descent and distribution, in each
case in the same manner and to the same extent that such Award was exercisable by the Participant
on the date of the Participant’s death.



11.4 Deferrals of Payment. The Committee may in its discretion permit a Participant
to defer the receipt of payment of cash or delivery of Common Shares that would otherwise be due to
the Participant by virtue of the exercise of a right or the satisfaction of vesting or other
conditions with respect to an Award. If any such deferral is to be permitted by the Committee, the
Committee shall establish the rules and procedures relating to such deferral in a manner intended
to comply with the requirements of Section 409A of the Code, including, without limitation, the
period of time in advance of payment when an election to defer may be made, the time period of the
deferral and the events that would result in payment of the deferred amount, the interest or other
earnings attributable to the deferral and the method of funding, if any, attributable to the
deferred amount.



11.5 Rights as Shareholder. A Participant shall have no rights as a holder of Common
Shares with respect to any unissued securities covered by an Award until the date the Participant
becomes the holder of record of such securities. Except as provided in Section 3.3 hereof, no
adjustment or other provision shall be made for dividends or other shareholder rights, except to
the extent that the Award Agreement provides for a dividend equivalent right, or otherwise provides
for dividend payments or similar economic benefits.



11.6 Employment or Service. Nothing in the Plan, in the grant of any Award or in any
Award Agreement shall confer upon any Eligible Person or Participant any right to continue in the
employment or other service of the Company or any of its Subsidiaries, or interfere in any way with
the right of the Company or any of its Subsidiaries to terminate the employment or other service
relationship of an Eligible Person or Participant for any reason at any time.



11.7 Securities Laws. No Common Shares will be issued or transferred pursuant to an
Award unless and until all then applicable requirements imposed by Federal and state securities and
other laws, rules and regulations and by any regulatory agencies having jurisdiction, and by any
exchanges upon which the Common Shares may be listed, have been fully met. As a condition
precedent to the issuance of shares pursuant to the grant or exercise of an Award, the Company may
require the Participant to take any reasonable action to meet such requirements. The Committee may
impose such conditions on any Common Shares issuable under the Plan as it may deem advisable,
including, without limitation, restrictions under the Securities Act of 1933, as amended, under the
requirements of any exchange upon which such shares of the same class are then listed, and under
any blue sky or other securities laws applicable to such shares. The Committee may also require
the Participant to represent and warrant at the time of issuance or transfer that the Common Shares
are being acquired only for investment purposes and without any current intention to sell or
distribute such shares.



11.8 Tax Withholding. The Participant shall be responsible for payment or any taxes
or similar charges required by law to be withheld from an Award or an amount paid in satisfaction
of an Award, which shall be paid by the Participant on or prior to the payment or other event that
results in taxable income in respect of an Award. The Award Agreement may specify the manner in
which the withholding obligation shall be satisfied with respect to the particular type of Award.



11.9 Unfunded Plan. The adoption of the Plan and any reservation of Common Shares or
cash amounts by the Company to discharge its obligations hereunder shall not be deemed to create a
trust or other funded arrangement. Except upon the issuance of Common Shares pursuant to an Award,
any rights of a Participant under the Plan shall be those of a general unsecured creditor of the
Company, and neither a Participant nor the Participant’s permitted transferees or estate shall have
any other interest in any assets of the Company by virtue of the Plan. Notwithstanding the
foregoing, the Company shall have the right to implement or set aside funds in a grantor trust,
subject to the claims of the Company’s creditors or otherwise, to discharge its obligations under
the Plan.



11.10 Section 162(m) Compliance. Awards of Options and Share Appreciation Rights
under the Plan may be granted in a manner that complies with the requirements for
“performance-based” compensation under Section 162(m) of the Code. Restricted Share Awards and
Share Unit Awards may be granted in compliance with such requirements by making such Awards jointly
pursuant to the terms of this Plan and the Company’s Section 162(m) Performance Incentive Plan (or
any successor plan).



11.11 Other Compensation and Benefit Plans. The adoption of the Plan shall not affect
any other share incentive or other compensation plans in effect for the Company or any Subsidiary,
nor shall the Plan preclude the Company from establishing any other forms of share incentive or
other compensation or benefit program for employees of the Company or any Subsidiary. The amount
of any compensation deemed to be received by a Participant pursuant to an Award shall not
constitute includable compensation for purposes of determining the amount of benefits to which a
Participant is entitled under any other compensation or benefit plan or program of the Company or
any Subsidiary. including, without limitation, under any bonus, pension, profit-sharing, life
insurance, salary continuation or severance benefits plan, except to the extent specifically
provided by the terms of any such plan.



11.12 Plan Binding on Transferees. The Plan shall be binding upon the Company, its
transferees and assigns, the Participant, and the Participant’s executor, administrator and
permitted transferees and beneficiaries.



11.13 Severability. If any provision of the Plan or any Award Agreement shall be
determined to be illegal or unenforceable by any court of law in any jurisdiction, the remaining
provision hereof and thereof shall be severable and enforceable in accordance with their terms, and
all provisions shall remain enforceable in any other jurisdiction.



11.14 Fractional Shares. No fractional shares shall be issued or delivered pursuant
to the Plan or any Award. The Committee shall determine whether cash, Common Shares, Options or
other property shall be issued or paid in lieu of fractional shares or whether such fractional
shares or any rights thereto shall be forfeited or otherwise eliminated.



11.15 Foreign Jurisdictions. The Committee may adopt, amend and terminate such
arrangements and grant such Awards, not inconsistent with the intent of the Plan, as it may deem
necessary or desirable to comply with any tax, securities, regulatory or other laws of other
jurisdictions with respect to Awards that may be subject to such laws. The terms and conditions of
such Awards may vary from the terms and conditions that would otherwise be required by the Plan
solely to the extent that the Committee deems necessary for such purpose. Moreover, the Board may
approve such supplements to or amendments, restatements or alternative versions of the Plan, not
inconsistent with the intent of the Plan, as it may consider necessary or appropriate for such
purposes, without thereby affecting the terms of the Plan as in effect for any other purpose.



11.16 Substitute Awards in Corporate Transactions. Nothing contained in the Plan
shall be construed to limit the right of the Committee to grant Awards under the Plan in connection
with the acquisition, whether by purchase, merger, consolidation or other corporate transaction, of
the business or assets of any corporation or other entity. Without limiting the foregoing, the
Committee may grant Awards under the Plan to an employee or director of another corporation who
becomes an Eligible Person by reason of any such corporate transaction in substitution for awards
previously granted by such corporation or entity to such person. The terms and conditions of the
substitute Awards may vary from the terms and conditions that would otherwise be required by the
Plan solely to the extent the Committee deems necessary for such purpose. Any Common Shares
subject to these substitute Awards shall not be counted against any of the maximum share
limitations set forth in the Plan.



11.17 Governing 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.




	12.	 	EFFECTIVE DATE, TERMINATION AND AMENDMENT





12.1 Effective Date; Shareholder Approval. The Plan became effective following its
adoption by the Board and its approval by the Company’s shareholders on the date of the 2010 Annual
Meeting of Shareholders. The term of the Plan shall be ten (10) years from the date of such
adoption by the Board, subject to Section 12.3 hereof.



12.2 Amendment. The Board may at any time and from time to time and in any respect,
amend or modify the Plan; provided, however, that the Board may seek the approval
of any amendment or modification by the Company’s shareholders to the extent it deems necessary or
advisable in its sole discretion for purposes of compliance with Section 162(m) or Section 422 of
the Code, the listing requirements of the New York Stock Exchange or other exchange or securities
market or for any other purpose. No amendment or modification of the Plan shall adversely affect
any Award theretofore granted without the consent of the Participant or the permitted transferee of
the Award. Notwithstanding the foregoing and notwithstanding anything to the contrary in the Plan,
the Board may amend the Plan and any outstanding Award Agreement solely to comply with any new
regulations or other guidance from the Internal Revenue Service under Section 409A of the Code
without the consent of the Participant or the permitted transferee of the Award.



12.3 Termination. The Plan shall terminate on February 21, 2020, which is the date
immediately preceding the tenth anniversary of the date of the Plan’s adoption by the Board. The
Board may, in its discretion and at any earlier date, terminate the Plan. Notwithstanding the
foregoing, no termination of the Plan shall adversely affect any Award theretofore granted without
the consent of the Participant or the permitted transferee of the Award.




PLATINUM UNDERWRITERS HOLDINGS, LTD.