EX-10.1






EXHIBIT 10.1




PLATINUM UNDERWRITERS HOLDINGS, LTD.

AMENDED AND RESTATED CHANGE IN CONTROL SEVERANCE PLAN

Effective October 21, 2014




The Board of Directors of Platinum Underwriters Holdings, Ltd. (the “Company”) has
determined that it is in the best interests of the Company and its shareholders to amend and
restate the Platinum Underwriters Holdings, Ltd. Change in Control Severance Plan (as so amended
and restated, the “Plan”), which provides severance benefits to certain of the employees of
the Company and its Subsidiaries in the event of a termination of employment following a Change in
Control. The purpose of the Plan is to secure the continued services, dedication and objectivity
of such employees of the Company and its Subsidiaries in the event of any possibility or occurrence
of a Change in Control without concern as to whether such employees might be hindered or distracted
by personal uncertainties and risks created by any such possible or actual Change in Control.



1. DEFINITIONS. The following definitions shall apply for purposes of the Plan:



(a) “Annual Bonus” means a Participant’s target annual bonus for the year in which the
Date of Termination occurs.



(b) “Base Salary” means the highest annual rate of salary or wages (excluding all
bonus and incentive compensation) payable by the Company and its Subsidiaries to a Participant
during the 12-month period immediately prior to such Participant’s Date of Termination.



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



(d) “Cause” means: (A) the willful and continued failure of a Participant to perform
substantially his or her duties with the Company (other than any such failure resulting from his or
her incapacity due to physical or mental illness) after a written demand for substantial
performance is delivered to such Participant by the Board which specifically identifies the manner
in which the Board believes that he or she has not substantially performed such duties, (B) the
willful engaging by a Participant in illegal conduct or gross misconduct which is demonstrably and
materially injurious to the Company or its affiliates, or (C) a Participant’s conviction of, or
plea of guilty or nolo contendere to, a felony or other crime involving moral turpitude. For
purposes of this paragraph, no act or failure to act by a Participant shall be considered “willful”
unless done or omitted to be done by such Participant in bad faith and without reasonable belief
that such Participant’s action or omission was in the best interests of the Company or its
affiliates. Cause shall not exist unless and until the Company has delivered to a Participant a
copy of a resolution duly adopted by three-quarters (3/4) of the entire Board (excluding such
Participant if he or she is a Board member) at a meeting of the Board called and held for such
purpose (after reasonable notice to such Participant and an opportunity for such Participant,
together with counsel, to be heard before the Board), finding that in the good faith opinion of the
Board an event set forth in clauses (A), (B) or (C) has occurred and specifying the particulars
thereof in detail.



(e) “Change in Control” shall have the meaning ascribed to such term in the Company’s
2006 Share Incentive Plan.



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



(g) “Committee” means the Compensation Committee of the Board.



(h) “Date of Termination” means the date on which a Participant’s employment with such
Participant’s Employer terminates by reason of a Qualifying Termination.



(i) “Effective Date” means the date set forth in Section 15(b) of this Plan as the
effective date of this Plan.



(j) “Employer” means the Company or any Subsidiary that employs a Participant.



(k) “409A Change in Control” means a Change in Control that is also a change in
ownership or effective control of the Company (or a change in the ownership of a substantial
portion of the Company’s assets) within the meaning of Treas. Reg. §1.409A-3(i)(5).



(l) “Good Reason” means the occurrence of any of the following events within the
two-year period following a Change in Control without a Participant’s express written consent:




	 	(A)	 	the Company reduces such Participant’s Base Salary or the
target for a Participant’s annual bonus;






	 	(B)	 	the Company reduces the scope of such Participant’s duties,
responsibilities or authority (including reporting responsibilities);






	 	(C)	 	any requirement of the Company that such Participant be
principally based in any location other than the location in which such
Participant was principally based immediately prior to the Change in Control;
or






	 	(D)	 	a breach by the Company of any of the material provisions of
any employment agreement between such Participant and the Company.





In the event that a Participant voluntarily consents to any reduction or change described
above in lieu of exercising his or her right to resign for Good Reason and delivers such consent to
the Company in writing, then such reduction or change shall not constitute “Good Reason” hereunder,
but such Participant shall have the right to resign for Good Reason under this Plan as a result of
any subsequent reduction or change described above.



In no event will a Participant have the right to terminate his or her employment for Good
Reason unless (i) such Participant provides written notice to the Company within ninety (90) days
after the initial occurrence of the event or condition that gives such Participant the right to
terminate his or her employment for Good Reason and (ii) the Company has not cured such
Participant’s right to terminate his or her employment for Good Reason within thirty (30) days of
the receipt of such written notice by the Company. In no event will a Participant have the right
to terminate his or her employment for Good Reason more than two years after the initial occurrence
of the event or condition that gives such Participant the right to terminate his or her employment
for Good Reason. A Participant’s right to terminate his or her employment for Good Reason shall
not be affected by such Participant’s incapacities due to mental or physical illness and such
Participant’s continued employment shall not constitute consent to, or a waiver of rights with
respect to, any event or condition constituting Good Reason.



Notwithstanding the foregoing, in the event that a Participant is a party to an employment
agreement with the Company that defines Good Reason, such definition will apply to such Participant
for purposes of this Plan rather than the definition set forth above.



(m) “Participant” means each of those employees of the Company or its Subsidiaries
listed on the Severance Benefit Schedule.



(n) “Plan” means this Platinum Underwriters Holdings, Ltd. Amended and Restated Change
in Control Severance Plan.



(o) “Qualifying Termination” means (i) a termination of a Participant’s employment by
the Employer other than for Cause during the two-year period following a Change in Control or (ii)
a termination of a Participant’s employment by such Participant for Good Reason during the two-year
period following a Change in Control. Termination of a Participant’s employment on account of such
Participant’s death or on account of such Participant’s disability, as defined under the Employer’s
long-term disability plan, shall not be treated as a Qualifying Termination.



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



(q) “Severance Benefit” means the benefit payable in accordance with Section 3(b) of
this Plan.



(r) “Severance Benefit Schedule” means the schedule of Participants and their assigned
Tiers, as determined from time to time in accordance with this Plan.



(s) “Severance Multiple” means the multiple assigned to one of three Tiers in which a
Participant is placed pursuant to the authority granted in Section 2(b) of this Plan, which
multiple shall be used to determine such Participant’s Severance Benefit, as follows:



	 	 	 
	Tier

	 	Severance Multiple
	 

	 	 
	Tier 1

Tier 2

Tier 3

	 	200%

100%

50%






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



(u) “Subsidiary” means any corporation or other entity in which the Company has a
direct or indirect ownership interest of 50% or more of the total combined voting power of the then
outstanding securities or interests of such corporation or other entity entitled to vote generally
in the election of directors or in which the Company has the right to receive 50% or more of the
distribution of profits or 50% of the assets or liquidation or dissolution.



2. ELIGIBILITY; AUTHORITY.



(a) Eligibility. Each Participant shall be eligible to participate in this Plan.
Notwithstanding the foregoing, if a Participant ceases to be an employee of the Company or any
Subsidiary prior to a Change in Control, such Participant shall have no further rights under this
Plan; provided, however, that if (i) such Participant’s employment is terminated prior to a
409A Change in Control for any reason that would have constituted a Qualifying Termination if it
had occurred following such 409A Change in Control; (ii) such Participant reasonably demonstrates
that such termination (or Good Reason event) was at the request of a third party who had indicated
an intention or taken steps reasonably calculated to effect such 409A Change in Control; and (iii)
such 409A Change in Control involving such third party (or a party competing with such third party
to effectuate a 409A Change in Control) does occur, then for purposes of this Plan, the date
immediately prior to the date of such termination of employment or event constituting Good Reason
shall be treated as a Change in Control. A Participant described in the immediately preceding
sentence shall be referred to as a “Pre-Transaction Participant” for purposes of this Plan.



(b) Authority. The Committee shall have the authority to place a Participant in any
Tier or to transfer a Participant from one Tier to another Tier at any time. The Chief Executive
Officer of the Company shall have the authority to place a Participant in Tier 2 or Tier 3 or to
transfer a Participant among Tier 2 and Tier 3 at any time. All such determinations shall be made
in writing and dated, and shall be set forth on the Severance Benefits Schedule. Notwithstanding
the foregoing, any reduction in Severance Benefits, whether by moving a Participant from one Tier
to another or otherwise, made during the one-year period prior to the execution of a definitive
agreement that can be expected to result in a Change in Control shall be deemed null and void upon
the execution of such agreement.



3. PAYMENTS UPON TERMINATION OF EMPLOYMENT.



If, during the two-year period following a Change in Control, the employment of a Participant
shall terminate by reason of a Qualifying Termination, then the Company shall provide to such
Participant the following benefits:



(a) Accrued Compensation. Within thirty (30) days following such Participant’s Date
of Termination, the Company shall pay to such Participant a lump-sum cash amount equal to the sum
of (A) such Participant’s Base Salary (without regard to any reduction constituting Good Reason)
through the Date of Termination and any bonus awards that have been awarded, but are not yet
payable, (B) any accrued vacation or sick pay, and (C) any other accrued compensation in each case
to the extent not theretofore paid.



(b) Severance Benefit. The Company shall pay to such Participant a lump-sum cash
payment equal to the product of such Participant’s Severance Multiple as set forth on the Severance
Benefit Schedule in effect on the date of the Change in Control (subject to the last sentence of
Section 2(b) hereof) multiplied by the sum of such Participant’s Base Salary and Annual Bonus.



(c) Welfare Benefits. Commencing on the Date of Termination and continuing for a
period of time equal to one year multiplied by such Participant’s Severance Multiple, the Company
shall continue to keep in full force and effect (or otherwise provide) all policies of medical,
dental, accident, disability and life insurance with respect to such Participant and his or her
dependents with the same level of coverage, upon the same terms and otherwise to the same extent as
such policies shall have been in effect for such Participant immediately prior to the Date of
Termination (or, if more favorable to such Participant, immediately prior to the Change in
Control), and the Company and such Participant shall share the costs of the continuation of such
insurance coverage in the same proportion as such costs were shared immediately prior to the Date
of Termination. If such Participant cannot continue to participate in the policies of the Company
(or such Participant’s Employer) providing such benefits, the Company shall otherwise provide such
benefits outside of the policies on the same after-tax basis as if participation had continued.
Notwithstanding the foregoing, if such Participant becomes reemployed with another employer and is
eligible to receive any of the welfare benefits described in this Section 3(c) from such employer,
such Participant shall cease receiving such benefit under this Plan.



(d) Equity Incentives. Notwithstanding anything to the contrary in any plan, award or
agreement, immediately upon the Date of Termination, all share options, restricted shares or other
equity incentives held by such Participant with respect to the Company’s common shares (other than
share units awarded under the Company’s Amended and Restated Executive Incentive Plan) that have
not previously become vested shall become vested and exercisable. In addition, all share options
held by such Participant on the Date of Termination will not expire until one year following the
Date of Termination (or the expiration of the full original term of the option, if earlier). Share
units awarded under the Company’s Amended and Restated Executive Incentive Plan shall vest and be
payable in accordance with their terms.



(e) Relocation. Upon submission of supporting documentation, the Company shall pay
such Participant’s reasonable relocation expenses to return to his or her home country, including
moving expenses, real estate fees and commissions and related expenses. Payment of such expenses
will be made within thirty (30) days after submission.



(f) 409A Compliance. Unless otherwise specifically provided in this Section 3, all
payments made under this Section 3 that are deemed to be “deferred compensation” (within the
meaning of Section 409A of the Code) will be paid on the date that is thirty (30) days immediately
following the date that the Participant experiences a Separation from Service with the Company,
provided that if the Participant is terminated in connection with an exit incentive or other
employment termination program offered to a group or class of employees (within the meaning of the
Age Discrimination in Employment Act of 1967, as amended), such payments will be made on the date
the is sixty (60) days immediately following the date the Participant experiences a Separation from
Service. Notwithstanding the foregoing, unless otherwise specifically provided in this Section 3,
in the event the Participant is a Specified Employee (as determined by the Company) at the time of
such Separation from Service, payments made under this Section 3 that are deemed to be deferred
compensation will be paid on the first business day following the date that is six months following
the date of such Separation from Service (or upon the Participant’s death, if earlier). In
addition, in the event of a Change in Control, for each Participant, an amount equal to the greater
of (i) the Severance Payment (determined as if a Participant’s employment was terminated without
Cause on the date of the Change in Control) or (ii) the amount of severance due under any
employment agreement between such Participant and the Company at the time of the Change in Control
(determined as if a Participant’s employment was terminated without “cause” (as defined under the
employment agreement) on the date of the Change in Control) will be contributed to an irrevocable
rabbi trust, governed by a rabbi trust agreement (which shall be a grantor trust within the meaning
of Sections 671-678 of the Code) for benefit of the Participants (the “Rabbi Trust”). The Rabbi
Trust shall have an independent trustee (such trustee to have a fiduciary duty to carry out the
terms and conditions of the Rabbi Trust) as selected by the Company, and shall have restrictions as
to the Company’s ability to amend the Rabbi Trust or to cancel benefits provided thereunder. If
following the establishment and funding of the Rabbi Trust a Participant has a Qualifying
Termination, then the Severance Payment due upon such termination of employment hereunder (or the
amount of severance due under the Participant’s employment agreement, if greater) will be paid from
the Rabbi Trust in accordance with the provisions of this Section 3. In the event that the Rabbi
Trust does not have sufficient funds to pay any portion of the Severance Payment (or the amount of
severance due under the Participant’s employment agreement, if applicable), such portion will be
paid by the Company in accordance with the provisions of this Section 3. Payment and vesting of
any amount under this Section 3 will be conditioned upon compliance with Section 11 of this Plan.



(g) Pre-Transaction Participant. Notwithstanding anything in this Section 3 to the
contrary, (i) for purposes of Section 3(a) hereof, the actual date of the Pre-Transaction
Participant’s termination of employment will be treated as the Date of Termination, (ii) severance
amounts payable to a Pre-Transaction Participant pursuant to Section 3(b) hereof shall be paid
within thirty (30) days of the 409A Change in Control, (iii) for purposes of Sections 3(c) and 3(d)
hereof, the date of the 409A Change in Control for a Pre-Transaction Participant shall be his or
her Date of Termination, and (iv) or purposes of Section 3(e) hereof, any expenses incurred by a
Pre-Transaction Participant prior to the 409A Change in Control will be paid within thirty (30)
days of the 409A Change in Control (subject to the limitations set forth in Section 14(b) hereof).



4. PAYMENT CAP.



(a) Anything in this Plan to the contrary notwithstanding, in the event it shall be determined
that any payment, award, benefit or distribution (or any acceleration of any payment, award,
benefit or distribution) by the Company (or any of its affiliated entities) or any entity which
effectuates a Change in Control (or any of its affiliated entities) to or for the benefit of a
Participant (whether pursuant to the terms of this Plan or otherwise) (the “Payments”) would be
subject to the excise tax imposed by Section 4999 of the Code (the “Excise Tax”), then the Payments
payable to such Participant shall be reduced to the maximum amount that could be paid to
Participant without giving rise to the Excise Tax (the “Safe Harbor Cap”). Notwithstanding the
foregoing, if the aggregate amount of the Payments payable to a Participant, less the aggregate
amount of the Excise Tax on such Payments, is greater than the amount of the Safe Harbor Cap, then
the Payments payable to such Participant shall not be reduced to the Safe Harbor Cap. The
reduction, if any, of Payments to the Safe Harbor Cap shall be made first by reducing (but not
below zero) the payments under Section 3(b) of this Plan and then by reducing any other Payments to
the Participant, unless an alternative method of reduction is elected by such Participant.



(b) All determinations required to be made under this Section 4, including whether Payments
must be reduced to the Safe Harbor Cap and the assumptions to be utilized in arriving at such
determinations, shall be made by the public accounting firm that is retained by the Company as of
the date immediately prior to the Change in Control (the “Accounting Firm”) which shall provide
detailed supporting calculations both to the Company and such Participant within fifteen (15)
business days of the receipt of notice from the Company or such Participant that there has been a
Payment, or such earlier time as is requested by the Company (collectively, the “Determination”).
In the event that the Accounting Firm is serving as accountant or auditor for the individual,
entity or group effecting the Change in Control, such Participant may appoint another nationally
recognized public accounting firm to make the determinations required hereunder (which accounting
firm shall then be referred to as the Accounting Firm hereunder). All fees and expenses of the
Accounting Firm shall be borne solely by the Company and the Company shall enter into any agreement
requested by the Accounting Firm in connection with the performance of the services hereunder. If
the Accounting Firm determines that no Excise Tax is payable by such Participant, or that no
reduction of the Payments payable to such Participant shall occur, the Accounting Firm shall
furnish such Participant with a written opinion to such effect, and to the effect that failure to
report the Excise Tax, if any, on such Participant’s applicable federal income tax return will not
result in the imposition of a negligence or similar penalty. In the event the Accounting Firm
determines that the Payments shall be reduced to the Safe Harbor Cap, it shall furnish such
Participant with a written opinion to such effect. The Determination by the Accounting Firm shall
be binding upon the Company and such Participant.



5. WITHHOLDING TAXES.



The Company may withhold from all payments due to a Participant (or such Participant’s
beneficiary or estate) hereunder all taxes which, by applicable federal, state, local or other law,
the Company or any Employer is required to withhold therefrom.



6. NO MITIGATION OR OFFSET.



The Company’s obligation to make the payments provided for in this Agreement and otherwise to
perform its obligations hereunder shall not be affected by any set-off, counterclaim, recoupment,
defense or other claim, right or action which the Company may have against a Participant or others,
except as set forth in Section 15(d) hereof. In no event shall a Participant be obligated to seek
other employment or take any other action by way of mitigation of the amounts payable to such
Participant under any of the provisions of this Agreement, and, except as set forth in Section 3(c)
hereof, such amounts shall not be reduced whether or not such Participant obtains other employment.



7. REIMBURSEMENT OF EXPENSES; ARBITRATION.



The Company agrees to pay as incurred all legal fees and expenses which a Participant may
reasonably incur as a result of any contest pursued or defended against in good faith by such
Participant regarding this Plan plus, in each case, interest on any delayed payment at the
applicable Federal rate provided for in Section 7872(f)(2)(A) of the Code. Any dispute or
controversy arising under or in connection with this Plan shall be settled exclusively by
arbitration in the city nearest to the place of residence of such Participant in which a United
States District Court is situated by three arbitrators in accordance with the rules of the American
Arbitration Association then in effect. Judgment may be entered on the arbitrators’ award in any
court having jurisdiction; provided, however, that such Participant shall be entitled to seek
specific performance of such Participant’s right to be paid under this Plan during the pendency of
any dispute or controversy arising under or in connection with this Plan. The Company shall bear
all costs and expenses arising in connection with any arbitration proceeding pursuant to this
Section, unless the arbitrators determine that such Participant’s position was frivolous or
otherwise taken in bad faith, in which case the arbitrators may determine that such Participant
shall bear his or her own legal fees.



8. TERMINATION OR AMENDMENT OF PLAN.



This Plan shall be in effect as of the Effective Date. The Company shall have the right prior
to a Change in Control, in its sole discretion pursuant to action by the Board, to approve the
termination or amendment of this Plan; provided, however, that no such action which would
adversely affect the rights or potential rights of Participants shall be effective if taken or
approved by the Board during the twelve (12) month period prior to a Change in Control; and
provided, further, that in no event shall this Plan be terminated or amended following a
Change in Control in any manner which would adversely affect the rights or potential rights of
Participants under this Plan with respect to such Change in Control. Notwithstanding the
foregoing, subject to Section 2(b) hereof, adjustments or changes to the Severance Benefit Schedule
prior to execution of a definitive agreement that can be expected to result in a Change in Control
shall not be deemed to be an amendment or termination of the Plan.



9. SUCCESSORS.



(a) This Plan shall not be terminated by any merger, combination, consolidation, share
exchange or similar event involving the Company whereby the Company is or is not the surviving or
resulting entity. In the event of any merger, consolidation, share exchange or similar event, the
provisions of this Plan shall be binding upon the surviving or resulting corporation or the person
or entity to which such assets are transferred.



(b) This Plan shall inure to the benefit of and be enforceable by a Participant’s personal or
legal representatives, executors, administrators, successors, heirs, distributees, devisees and
legatees. If a Participant shall die while any amounts are payable to such Participant hereunder
(including any payments which may be owed under Section 4), all such amounts, unless otherwise
provided herein, shall be paid in accordance with the terms of this Plan to such person or persons
appointed in writing by such Participant to receive such amounts or, if no person is so appointed,
to such Participant’s estate.



10. NON-SOLICITATION; NON-DISCLOSURE; NON-DISPARAGEMENT.



The following conditions apply to the receipt by a Participant of the payments and benefits
provided for under this Plan:



(a) At all times during such Participant’s employment and for a period of time immediately
following the Date of Termination equal to one year multiplied by such Participant’s Severance
Multiple, such Participant shall not, without the prior written consent of the Committee (or its
delegate), solicit or take any action to cause the solicitation of any person who as of that date
was a client, customer, policyholder, vendor, consultant or agent of the Company to discontinue
business, in whole or in part, with the Company.



(b) At all times during such Participant’s employment and for a period of time immediately
following the Date of Termination equal to one year multiplied by such Participant’s Severance
Multiple, such Participant shall not, without the prior written consent of the Committee (or its
delegate), employ or seek to employ any person employed at that time by the Company or any of its
Subsidiaries, or otherwise encourage or entice such person or entity to leave such employment.



(c) Such Participant shall keep secret and retain in the strictest confidence all confidential
matters which relate to the Company, its Subsidiaries and affiliates, including, without
limitation, customer lists, client lists, trade secrets, pricing policies and other business
affairs of the Company, its Subsidiaries and affiliates learned by him or her from the Company or
any such Subsidiary or affiliate or otherwise, and not to disclose any such confidential matter to
anyone outside the Company or any of its Subsidiaries or affiliates, whether during or after such
Participant’s period of service with the Company, except (i) as such disclosure may be required or
appropriate in connection with such Participant’s work as an employee of the Company or any of its
Subsidiaries or (ii) when required to do so by a court of law, by any governmental agency having
supervisory authority over the business of the Company, its Subsidiaries and affiliates or by any
administrative or legislative body (including a committee thereof) with apparent jurisdiction to
order such Participant to divulge, disclose or make accessible such information. Such Participant
must give the Company advance written notice of any disclosure pursuant to clause (ii) of the
preceding sentence and to cooperate with any efforts by the Company to limit the extent of such
disclosure. Upon request by the Company, such Participant will deliver promptly to the Company
upon termination of such Participant’s services for the Company, or at any time thereafter as the
Company may request, all Company, Subsidiary or affiliate memoranda, notes, records, reports,
manuals, drawings, designs, computer files in any media and other documents (and all copies
thereof) relating to the Company’s or any Subsidiary’s or affiliate’s business and all property of
the Company or any subsidiary or affiliate associated therewith, which such Participant may then
possess or have under such Participant’s direct control, other than personal notes, diaries,
rolodexes and correspondence.



(d) Such Participant shall not express any opinions or views or knowingly take any other
actions that will materially and adversely affect the business reputation or goodwill of the
Company or its affiliates, directors, officers or employees.



11. WAIVER, RELEASE AND AGREEMENT.



The receipt of severance payments and benefits provided to a Participant under Section 3
hereof shall be conditioned upon the execution and non-revocation by such Participant of a full and
complete waiver and release of any and all claims against the Company, its affiliates and their
officers and directors, and agreement to comply with the covenants set forth in Section 10 hereof,
substantially in the form attached hereto as Exhibit A.



12. GOVERNING LAW; VALIDITY.



The interpretation, construction and performance of this Plan shall be governed by and
construed and enforced in accordance with the laws of the State of New York without regard to the
principles of conflicts of laws thereof. The invalidity or unenforceability of any provision of
this Plan shall not affect the validity or enforceability of any other provision of this Plan,
which other provisions shall remain in full force and effect.



13. ADMINISTRATION.



This Plan shall be administered by the Committee. The Committee shall provide written notice
to any Participant whose claim for Severance Benefits has been denied, setting forth specific
reasons for such denial, written in a manner calculated to be understood by such Participant, and
affording such Participant a full and fair review of the decision denying the claim.



14. SECTION 409A.



(a) To the extent applicable, it is intended that the provisions of this Plan shall comply
with the provisions of Section 409A of the Code. This Plan shall be construed and applied in a
manner consistent with this intent.



(b) All reimbursements and in-kind benefits provided under this Plan shall be made or provided
in accordance with the requirements of Section 409A of the Code, including, where applicable, the
requirement that (i) any reimbursement shall be for expenses incurred during a Participant’s
lifetime (or during a shorter period of time specified in the Plan), (ii) the amount of expenses
eligible for reimbursement, or in-kind benefits provided, during a calendar year may not affect the
expenses eligible for reimbursement, or in-kind benefits to be provided, in any other calendar
year, (iii) the reimbursement of an eligible expense will be made on or before the last day of the
calendar year following the year in which the expense is incurred (or such earlier date if
specified in the Plan), and (iv) the right to reimbursement or in-kind benefits is not subject to
liquidation or exchange for another benefit.



15. MISCELLANEOUS.



(a) Except as provided in Section 3(f) hereof, (i) neither the Company nor any Employer shall
be required to fund or otherwise segregate assets to be used for the payment of any benefits under
this Plan, and (ii) the Company shall make such payments only out of its general corporate funds,
and therefore its obligation to make such payments shall be subject to any claims of its other
creditors having priority as to its assets.



(b) The “Effective Date” of the amendment and restatement of this Plan is October 21, 2014.



(c) This Plan does not constitute a contract of employment or impose on the Company or a
Participant’s Employer any obligation to retain a Participant as an employee, to change the status
of a Participant’s employment, or to change the policies of the Company or its Subsidiaries
regarding termination of employment.



(d) Any amounts payable to a Participant pursuant to any other plan or agreement with, the
Company or other Employer on account of such Participant’s termination of employment, including
without limitation, any employment agreement between the Participant and the Company, shall be
offset against any payments made to such Participant pursuant to this Plan to the extent necessary
to avoid the duplication of benefits.



EXHIBIT A




FULL AND COMPLETE WAIVER, RELEASE

AND AGREEMENT

(this “Release”)




In consideration of the severance payments and benefits (the “Benefits”) to be provided to me
pursuant to the Amended and Restated Change in Control Severance Plan of Platinum Underwriters
Holdings, Ltd. (the “Severance Plan”), I hereby warrant and represent and agree to comply with the
following:




(a) At all times during my employment with the Companies and for a period of time
equal to one year multiplied by my Severance Multiple (as defined in the Severance Plan)
immediately following termination for any reason, I did not and shall not, without the
prior written consent of the Compensation Committee of the Board of Directors of Platinum
Underwriters Holdings, Ltd. (the “Committee”), (i) solicit or take any action to cause the
solicitation of any person who as of that date was a client, customer, policyholder,
vendor, consultant or agent of the Companies to discontinue business, in whole or in part,
with the Companies, or (ii) employ or seek to employ any person employed at that time by
the Companies or otherwise encourage or entice such person or entity to leave such
employment.




(b) I shall keep secret and retain in the strictest confidence all confidential
matters which relate to the Companies, including, without limitation, customer lists,
client lists, trade secrets, pricing policies and other business affairs of the Companies
learned by me from the Companies or otherwise, and I shall not disclose any such
confidential matter to anyone outside the Companies, whether during or after my period of
service with the Companies, except (i) as such disclosure may be required or appropriate in
connection with my work as an employee of the Companies or (ii) when required to do so by a
court of law, by any governmental agency having supervisory authority over the business of
the Companies or by any administrative or legislative body (including a committee thereof)
with apparent jurisdiction to order me to divulge, disclose or make accessible such
information. I shall give Platinum Underwriters Holdings, Ltd. advance written notice of
any disclosure pursuant to clause (ii) of the preceding sentence and to cooperate with any
efforts by the Companies to limit the extent of such disclosure. Upon request by the
Companies, I shall deliver promptly to Platinum Underwriters Holdings, Ltd. upon
termination of my employment with the Companies, or at any time thereafter as the Companies
may request, all memoranda, notes, records, reports, manuals, drawings, designs, computer
files in any media and other documents (and all copies thereof) relating to the Companies’
business and all property of the Companies, which I possess or which are under my direct
control, other than personal notes, diaries, rolodexes and correspondence.




(c) I shall not express any opinions or views or knowingly take any other actions that
will materially and adversely affect the business reputation or goodwill of the Companies
or their affiliates, directors, officers and employees.



I,       , in consideration of the Benefits for myself and my heirs, executors,
administrators and assigns, do hereby knowingly and voluntarily release and forever discharge
Platinum Underwriters Holdings, Ltd., and its subsidiaries, affiliates predecessors, successors,
agents and representatives (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 those federal, state and local laws
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 Age Discrimination in Employment Act of 1967, 29 U.S.C. 621 et seq., as amended by
the Older Workers Benefit Protection Act, P.L. 101-433, the Equal Pay Act of 1963, 9 U.S.C. 206 et
seq., Title VII of the Civil Rights Act of 1964, as amended, 42 U.S.C. 2000e et seq., the Civil
Rights Act of 1866, 42 U.S.C. 1981, the Civil Rights Act of 1991, 42 U.S.C. 1981a, the Americans
with Disabilities Act, 42 U.S.C. 12101 et seq., the Rehabilitation Act of 1973, 29 U.S.C. 791 et
seq., the Family and Medical Leave Act of 1993, 28 U.S.C. 2601 and 2611 et seq., the New York State
and New York City Human Rights Laws, and equivalent provisions under Bermuda law (including,
without limitation, the Employment Act 2000 and the Human Rights Act 1981), 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 Waiver, Release and Agreement (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 specifically
waive the benefit of any statute or rule of law which, if applied to this Release, would otherwise
exclude from its binding effect any claims not now known by me to exist. This Release does not
purport to waive claims arising under these laws after the date of this Release or any claims for
breach of this Release.



I further agree, promise and covenant that, to the maximum extent permitted by law, neither I
nor any person, organization, or other entity acting on my behalf has filed or will file any
complaint, charge, claim or suit or cause or permit to be filed, charged or claimed, any action for
damages or other relief (including injunctive, declaratory, monetary or other relief) against the
Companies or any other releasee involving any matter occurring in the past up to the date of this
Agreement, or involving or based upon any claims, demands, causes of action, obligations, damages
or liabilities which are the subject of this Agreement. This Agreement shall not affect any rights
I may have under the Older Workers Benefit Protection Act to have a judicial determination of the
validity of this Release and does not purport to limit any right I may have to file a charge under
the ADEA or other civil rights statute or to participate in an investigation or proceeding
conducted by the Equal Employment Opportunity Commission or other investigative agency. This
Agreement does, however, waive and release any right to recover damages under the ADEA or other
civil rights statute.



I hereby 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 Benefits, to which I would otherwise not be entitled;






	2.	 	I am hereby advised to consult and have had the opportunity to consult with an attorney
before signing this Release;






	3.	 	I have twenty-one (21) days from my receipt of this Release within which to consider whether
or not to sign it;






	4.	 	I have seven (7) days following my signature of this Release to revoke the Release; and






	5.	 	This Release shall not become effective or enforceable until the revocation period of seven
(7) days has expired.





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




Platinum Underwriters Holdings, Ltd.


Waterloo House


100 Pitts Bay Road


Pembroke HM 08, Bermuda


Attention: General Counsel


Telephone: 441-295-7195


Fax: 441-295-4605




With a copy to:




Sidley Austin LLP


787 Seventh Avenue


New York, New York 10019


Attention: Jonathan L. Freedman, Esq.


Telephone: 212-839-6782


Fax: 212-839-5599



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 regard to the principles of conflicts of laws thereof. 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.



[Name]



Dated: