EX-10.3



 





Exhibit 10.3




PLATINUM UNDERWRITERS HOLDINGS, LTD.

CHANGE IN CONTROL SEVERANCE PLAN




          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 stockholders to adopt the
Platinum Underwriters Holdings, Ltd. Change in Control Severance Plan (the “Plan”) to
provide 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 threat 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 actual or threatened 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 Participant to perform
substantially Participant’s duties with the Company (other than any such failure resulting from
Participant’s incapacity due to physical or mental illness) after a written demand for substantial
performance is delivered to Participant by the Board which specifically identifies the manner in
which the Board believes that Participant has not substantially performed Participant’s duties (B)
the willful engaging by Participant in illegal conduct or gross misconduct which is demonstrably
and materially injurious to the Company or its affiliates, or (C) 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 Participant shall be considered “willful”
unless done or omitted to be done by Participant in bad faith and without reasonable belief that
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 Participant a copy of a resolution
duly adopted by three-quarters (3/4) of the entire Board (excluding Participant if Participant is a
Board member) at a meeting of the Board called and held for such purpose (after reasonable notice
to Participant and an opportunity for 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) “Committee” means the Compensation Committee of the Board.




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




     (h) “Effective Date” means the date set forth in Section 14(b) of this Plan as the effective
date of this Plan.




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




     (j) “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) (1) any material and adverse change in the duties or responsibilities (including reporting
responsibilities) of such Participant that is inconsistent in any material and adverse
respect with Participant’s position(s), duties or responsibilities with the Company
immediately prior to such Change in Control (including any material and adverse diminution
of such duties or responsibilities) or (2) a material and adverse change in such
Participant’s titles or offices (including, if applicable, membership on the Board) with
the Company as in effect immediately prior to such Change in Control;




     (B) any material reduction in such Participant’s rate of annual base salary or annual target bonus
or the after-tax value of the Participant’s housing allowance (including any material and adverse
change in the formula for such annual bonus target) as in effect immediately prior to such Change
in Control or as the same may be increased from time to time thereafter;




     (C) any requirement of the Company that such Participant (1) be based in any location a material
distance from the office where Participant is located at the time of the Change in Control or (2)
travel on Company business to an extent substantially and materially greater than the travel
obligations of Participant immediately prior to such Change in Control; or




     (D) a material reduction in (1) the aggregate value of employee, incentive compensation, welfare and
fringe benefits provided to such Participant from the benefits provided under the employee benefit
plans, incentive compensation plans, welfare benefit plans and fringe benefit plans in which such
Participant was participating immediately prior to such Change in Control, or (2) the paid vacation
benefits provided to such Participant from the paid vacation benefits in effect for such
Participant immediately prior to such Change in Control.



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          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 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.




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




          (l) “Plan” means this Platinum Underwriters Holdings, Ltd. Change in Control Severance Plan.




          (m) “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.




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




          (o) “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
	 	 	200%	 
	Tier 2
	 	 	100%	 
	Tier 3
	 	 	50%	 







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



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     (q) “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
Change in Control for reasons that would have constituted a Qualifying Termination if they had
occurred following a 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 a Change in Control; and (iii) a Change in
Control involving such third party (or a party competing with such third party to effectuate a
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. With respect to a Participant described in the immediately preceding sentence,
the timing of payments and benefits to such Participant under Section 3 shall be determined by
treating the date of the actual Change in Control as the Date of Termination hereunder.



     (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, no reduction in Severance Benefits shall
be effective within the one-year period prior to a Change in Control.



     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



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pay, and (C) any other accrued compensation in each case to the extent not theretofore paid.




     (b)  Severance Benefit. Within thirty (30) days following the Date of Termination, 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 Participant’s
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 shares (other than equity
incentives awarded under the Company’s 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). Equity
incentives awarded under the Company’s Executive Incentive Plan shall vest 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 will be made within
thirty (30) days after submission but in no event will payment be made more than two and one-half
months following the end of the calendar year in which the applicable relocation expenses are
incurred by such Participant.



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          4. EXCISE TAX INDEMNITY.




          (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, but determined without regard
to any additional payments required under this Section 4) (the “Payments”) would be subject to the
excise tax imposed by Section 4999 of the Internal Revenue Code of 1986, as amended (the “Code”),
or any interest or penalties are incurred by such Participant with respect to such excise tax (such
excise tax, together with any such interest and penalties, are hereinafter collectively referred to
as the “Excise Tax”), then the Company shall pay to such Participant an additional payment (a
“Gross-Up Payment”) in an amount such that after payment by such Participant of all taxes
(including any Excise Tax) imposed upon the Gross-Up Payment, such Participant retains an amount of
the Gross-Up Payment equal to the sum of (x) the Excise Tax imposed upon the Payments and (y) the
product of any deductions disallowed because of the inclusion of the Gross-Up Payment in such
Participant’s adjusted gross income and the highest applicable marginal rate of federal income
taxation for the calendar year in which the Gross-Up Payment is to be made. For purposes of
determining the amount of the Gross-Up Payment, such Participant shall be deemed to (i) pay federal
income taxes at the highest marginal rates of federal income taxation for the calendar year in
which the Gross-Up Payment is to be made, (ii) pay applicable state and local income taxes at the
highest marginal rate of taxation for the calendar year in which the Gross-Up Payment is to be
made, net of the maximum reduction in federal income taxes which could be obtained from deduction
of such state and local taxes and (iii) have otherwise allowable deductions for federal income tax
purposes at least equal to those which could be disallowed because of the inclusion of the Gross-Up
Payment in such Participant’s adjusted gross income. Notwithstanding the foregoing provisions of
this Section 4, if it shall be determined that such Participant is entitled to a Gross-Up Payment,
but that the Payments would not be subject to the Excise Tax if the Payments were reduced by an
amount that is less than 10% of the portion of the Payments that would be treated as “parachute
payments” under Section 280G of the Code, then the amounts payable to such Participant under this
Plan shall be reduced (but not below zero) to the maximum amount that could be paid to Participant
without giving rise to the Excise Tax (the “Safe Harbor Cap”), and no Gross-Up Payment shall be
made to such Participant. The reduction of the amounts payable hereunder, if applicable, shall be
made by reducing first the payments under Section 3(b), unless an alternative method of reduction
is elected by such Participant. For purposes of reducing the Payments to the Safe Harbor Cap, only
amounts payable under this Plan (and no other Payments) shall be reduced. If the reduction of the
amounts payable hereunder would not result in a reduction of the Payments to the Safe Harbor Cap,
no amounts payable under this Plan shall be reduced pursuant to this provision.




          (b) All determinations required to be made under this Section 4, including whether and when a
Gross-Up Payment is required, the amount of such Gross-Up Payment, the reduction of the Payments 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




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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 affecting 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. The Gross-Up Payment with respect to
any Payments shall be made no later than thirty (30) days following such Payment. If the
Accounting Firm determines that no Excise Tax is payable by such Participant, it 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. As a result of the uncertainty in the application of Section 4999 of
the Code at the time of the Determination, it is possible that Gross-Up Payments which will not
have been made by the Company should have been made (“Underpayment”) or Gross-Up Payments are made
by the Company which should not have been made (“Overpayment”), consistent with the calculations
required to be made hereunder. In the event that such Participant thereafter is required to make
payment of any Excise Tax or additional Excise Tax, the Accounting Firm shall determine the amount
of the Underpayment that has occurred and any such Underpayment (together with interest at the rate
provided in Section 1274 (b) (2) (B) of the Code) shall be promptly paid by the Company to or for
the benefit of such Participant. In the event the amount of the Gross-Up Payment exceeds the
amount necessary to reimburse such Participant for Participant’s Excise Tax, the Accounting Firm
shall determine the amount of the Overpayment that has been made and any such Overpayment (together
with interest at the rate provided in Section 1274 (b) (2) of the Code) shall be promptly paid by
such Participant (to the extent he has received a refund if the applicable Excise Tax has been paid
to the Internal Revenue Service) to or for the benefit of the Company. Such Participant shall
cooperate, to the extent such Participant’s expenses are reimbursed by the Company, with any
reasonable requests by the Company in connection with any contests or disputes with the Internal
Revenue Service in connection with the Excise Tax.




          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 14(d) hereof. In no event shall a Participant



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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 the 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 Internal Revenue Code of 1986, as amended
(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, adjustments or changes to Severance Benefit Schedule 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 each 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




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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 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, a
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, a
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) A 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 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 (ii) when required to do
so by a court of law, by any governmental agency having supervisory authority over the business of
the Company 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, a 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.




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          (d) A 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, 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
principle of conflicts of laws. 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. MISCELLANEOUS.




          (a) 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. 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 this Plan is June 1, 2007.




          (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 any Participant pursuant to any other plan or agreement with, the Company
or other Employer on account of Participant’s termination of employment shall be offset against any
payments made to such Participant pursuant to this Plan to the extent necessary to avoid the
duplication of benefits.




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EXHIBIT A




FULL AND COMPLETE WAIVER, RELEASE

AND AGREEMENT




          I,                     , in consideration of the severance payments and benefits (the “Severance
Benefits”) to be provided to me pursuant to the Change in Control Severance Plan of Platinum
Underwriters Holdings, Ltd. (the “Severance Plan”), for myself and my heirs, executors,
administrators and assigns, do hereby knowingly and voluntarily release and forever discharge
Platinum Underwriters Holdings, Ltd., its subsidiaries and affiliates (collectively, the
“Companies”) and their respective current and former directors, officers and employees from, and
covenant not to sue or proceed against any of the foregoing on the basis of, any and all claims,
actions and causes of action upon or by reason of any matter arising out of my employment by the
Companies and the cessation of said employment, and including, but not limited to, any alleged
violation of 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., 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”).




          In consideration of the Severance Benefits, I also 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 employees.




       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 Severance Benefits, to which I would otherwise not be
entitled;
	 
	2.	 	No rights or claims are released or waived that may arise after the date this Release
is signed by me;
	 
	3.	 	I am hereby advised to consult with an attorney before signing this Release;
	 
	4.	 	I have twenty-one (21) days from my receipt of this Release within which to consider whether
or not to sign it;
	 
	5.	 	I have seven (7) days following my signature of this Release to revoke the Release; and





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	6.	 	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.

The Belvedere Building

69 Pitts Bay Road

Pembroke HM 08 Bermuda

Attention: General Counsel

Fax: 441-295-4605



With a copy to:



Dewey Ballantine LLP

1301 Avenue of the Americas

New York, New York 10019

Attention: Linda E. Ransom, Esq.

Fax: 212-259-6333




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




          In the event that any provision of this Release should be held to be invalid or unenforceable,
each and all of the other provisions of this Release shall remain in full force and effect. If any
provision of this Release is found to be invalid or unenforceable, such provision shall be modified
as necessary to permit this Release to be upheld and enforced to the maximum extent permitted by
law. This Release is to be governed by and construed and enforced in accordance with the laws of
the State of New York without reference to rules relating to conflict of laws. This Release inures
to the benefit of the Companies and their successors and assigns. I have carefully read this
Release, fully understand each of its terms and conditions, and intend to abide by this Release in
every respect. As such, I knowingly and voluntarily sign this Release.




       
                  
                  
                 

          [Name]




Dated:         
                   
             




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