Exhibit 10.11





EXHIBIT 10.11




AMENDED AND RESTATED

PRIMUS GUARANTY, LTD.

RESTRICTED STOCK UNIT DEFERRAL PLAN




Primus Guaranty, Ltd. (the “Company”) established the Primus Guaranty, Ltd. Restricted Stock
Unit Deferral Plan (the “Deferral Plan”), effective as of December 31, 2007 and hereby amends and
restates the Deferral Plan effective as of January 1, 2009.



(a) Purpose of Plan. The Primus Guaranty, Ltd. 2004 Share Incentive Plan (the “Share Incentive
Plan”) provides for the grant of restricted stock units (the “Restricted Units”). The committee
appointed by the Board of Directors to administer the Share Incentive Plan (the “Committee”) has
granted Restricted Units to certain Participants (as defined in the Plan). The Company wishes to
permit Participants to defer distributions associated with their Restricted Units until the
Participants separate from service with the Company and its affiliates. All deferral elections
under the Deferral Plan shall be made in accordance with section 409A of the Internal Revenue Code
of 1986, as amended (the “Code”), and the regulations thereunder.



2. Deferral Elections.



(a) 2007 Deferral Elections. The Committee may permit a Participant to make an irrevocable
election on or before December 31, 2007 to defer payment of any Restricted Units that have not
vested as of December 31, 2007. The deferral election shall be made on terms determined by the
Committee, provided that the Participant shall not be permitted in calendar year 2007 (i) to change
payment elections with respect to amounts that the Participant would otherwise receive in 2007 or
(ii) to cause payments to be made in the 2007 calendar year. If a Participant makes an election in
accordance with this Section 2(a), subject to Sections 6 and 7 below, payment will be made within
ten business days following the Participant’s separation from service from the Company, as defined
by section 409A of the Code (“Separation from Service”).



(b) 2008 and Subsequent Elections. The Committee may permit a Participant to elect to defer
payment of Restricted Units that are granted on or after January 1, 2008. Each such election must
be made prior to January 1 of the first calendar year in which the services related to the
applicable Restricted Units are performed, or such other date as is permitted by section 409A of
the Code, on a form and on terms determined by the Company. Any such election shall be
irrevocable. If a Participant makes an election in accordance with this Section 2(b), subject to
Sections 6 and 7 below, payment will be made within ten business days following the Participant’s
Separation from Service.


 


 









 





3. Payment. Subject to Sections 6 and 7 below, a Participant’s deferred Restricted Units
shall be paid to the Participant, or in the event of the Participant’s death, to the
Participant’s estate, in Shares (as defined in the Share Incentive Plan) within ten business days
following the Participant’s Separation from Service. The Restricted Units shall be paid in the form
of whole Shares issued under the Share Incentive Plan. All payments under this Deferral Plan are
subject to applicable tax withholding.



4. Administration. All Restricted Units shall be awarded and paid pursuant to the Share
Incentive Plan, the terms of which are incorporated herein by reference. In the event of a change
in capitalization or other corporate event described in Section 6 of the Share Incentive Plan, the
Restricted Units shall be appropriately adjusted by the Committee pursuant to the Share Incentive
Plan. The Company shall establish a bookkeeping account on its records for each Participant, to
which shall be credited the Participant’s deferred Restricted Units. This Deferral Plan shall be an
unfunded plan, as described in Section 7.7 of the Share Incentive Plan. The Committee shall have
the discretionary authority to interpret and administer the Deferral Plan, and the Committee’s
decisions shall be conclusive as to any questions arising hereunder.



5. Dividend Payments. In the event that the Company declares a cash dividend, each
Participant who has deferred and not yet received distribution of his Restricted Units shall
receive an amount equal to the product of (x) and (y), where (x) equals the number of Restricted
Units which the Participant has deferred and not yet received as of the date on which such cash
dividend is declared and (y) equals the per Share cash dividend declared by the Company. Such
amount shall be paid to the applicable Participant in a lump sum cash payment within fifteen days
following the date on which the Company declares the applicable cash dividend, and shall be subject
to applicable withholding taxes.



6. Corporate Dissolution. In the event of a corporate dissolution which meets the
requirements of Treasury Regulation §1.409A-3(j)(4)(ix)(A), the Deferral Plan shall be terminated
and liquidated in accordance with section 409A of the Code, and the Shares underlying all deferred
Restricted Units shall be distributed.



7. Section 409A Compliance. The Deferral Plan is intended to comply with the requirements
of section 409A of the Code, and shall in all respects be administered in accordance with section
409A. Notwithstanding anything in the Plan to the contrary, distributions may only be made under
the Plan upon an event and in a manner permitted by section 409A of the Code. All payments to be
made upon a Separation from Service under this Plan may only be made upon a “separation from
service” under section 409A of the Code. Notwithstanding any other provision contained herein, if
a Participant who is a “specified employee”, determined in accordance with section 409A of the
Code, becomes entitled to receive a distribution of Shares underlying Restricted Units on account
of his Separation from Service, the distribution may not be made earlier than six months following
the date of the Participant’s Separation from Service, if required by Code section 409A and the
regulations thereunder. If distributions are delayed pursuant to Code section 409A, the Shares
withheld on account of Code section 409A shall be paid within fifteen days after the end of the
six-month period. If the Participant dies during such six-month period, the Shares withheld on
account of section 409A shall be paid to the Participant’s estate within sixty days following the
Participant’s death.


 


 









 





IN WITNESS WHEREOF, the Company has caused its duly authorized officer to execute this Amended
and Restated Deferral Plan, on the 29th day of December, 2008.



	 	 	 	 	 	 	 
	 	 	PRIMUS GUARANTY, LTD.
	 
	 	 	 	 	 	 
	 

	 	By: