EXHIBIT 10.3
AMENDED AND RESTATED OPTION AGREEMENT
This AMENDED AND RESTATED OPTION AGREEMENT (this "Agreement"), dated as of
October 23, 2008, among PLATINUM UNDERWRITERS HOLDINGS, LTD., a company
organized under the laws of the Islands of Bermuda (the "Company"),
RENAISSANCERE HOLDINGS LTD., a company organized under the laws of the Islands
of Bermuda ("RenRe"), and RENAISSANCE OTHER INVESTMENTS HOLDINGS II LTD., a
company organized under the laws of the Islands of Bermuda and a wholly owned
subsidiary of RenRe ("Holdings"), amends and restates the AMENDED AND RESTATED
OPTION AGREEMENT, dated November 18, 2004, between the Company and RenRe (the
"2004 Agreement").
RECITALS:
WHEREAS, pursuant to Section 6(a) of the 2004 Agreement, RenRe desires to assign
the Option (as defined below), and certain of its rights and obligations under
the 2004 Agreement, to Holdings; and
WHEREAS, Section 6(a) of the 2004 Agreement provides that in connection with
such assignment Holdings shall enter into an option agreement with the Company
that is substantially identical to the 2004 Agreement.
NOW, THEREFORE, in consideration of the mutual promises, covenants and
agreements set forth herein and for other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, the parties hereto
hereby agree that the 2004 Agreement shall be amended and restated in its
entirety as follows:
THE OPTION (AS DEFINED BELOW) HAS NOT BEEN REGISTERED UNDER THE U.S. SECURITIES
ACT OF 1933.
NEITHER THE OPTION, NOR ANY INTEREST THEREIN, NOR ANY COMMON
SHARES, PAR VALUE U.S. $0.01 PER SHARE, OF THE COMPANY ("COMMON SHARES")
DELIVERABLE UPON EXERCISE THEREOF MAY BE ASSIGNED OR OTHERWISE TRANSFERRED,
DISPOSED OF OR ENCUMBERED EXCEPT FOLLOWING RECEIPT BY THE COMPANY OF EVIDENCE
SATISFACTORY TO IT, WHICH MAY INCLUDE AN OPINION OF UNITED STATES COUNSEL, THAT
SUCH TRANSFER DOES NOT REQUIRE REGISTRATION UNDER THE SECURITIES ACT OR STATE
SECURITIES LAWS AND UPON OBTAINMENT OF ANY REQUIRED GOVERNMENT APPROVALS AND
EXCEPT TO THE EXTENT PERMITTED HEREIN.
TRANSFER OF THE OPTION OR ANY INTEREST
THEREIN, OR ANY COMMON SHARES DELIVERABLE UPON EXERCISE THEREOF, MAY BE
DISAPPROVED BY THE BOARD OF DIRECTORS OF THE COMPANY IF, IN ITS REASONABLE
JUDGMENT, IT HAS REASON TO BELIEVE THAT SUCH TRANSFER MAY EXPOSE THE COMPANY,
ANY SUBSIDIARY THEREOF, ANY SHAREHOLDER OR ANY PERSON CEDING INSURANCE TO THE
COMPANY OR ANY SUCH SUBSIDIARY TO ADVERSE TAX OR REGULATORY TREATMENT IN ANY
JURISDICTION.
COMMON SHARES OBTAINED UPON EXERCISE OF THE OPTION ARE SUBJECT TO
SUBSTANTIAL RESTRICTIONS ON TRANSFER AS SET FORTH IN SECTION 6 OF THIS
AGREEMENT.
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1.
(a) The Company grants Holdings an option (the "Option") to
purchase up to 2,500,000 Common Shares (the "Option Shares") in accordance with
the terms and conditions of this Agreement.
(b) The Option is exercisable, in whole or in part at any time prior to
November 1, 2012 (the "Exercise Period"), at an exercise price per Common Share
(the "Exercise Price") equal to $27.00 less the then par value of such Common
Share, as such Exercise Price is adjusted from time to time