Platinum Underwriters Holdings, Ltd. (Form: 8-K)

Platinum Underwriters Holdings, Ltd.
__________________________________________
(Exact name of registrant as specified in its charter)

Not Applicable
______________________________________________
Former name or former address, if changed since last report

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

[  ]  Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
[  ]  Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
[  ]  Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
[  ]  Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 5.02

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

At its meeting on October 21, 2014, the Board of Directors of Platinum Underwriters Holdings, Ltd. (the “Company”), upon the recommendation of the Compensation Committee of the Board of Directors (the “Compensation Committee”), approved an amendment to the Platinum Underwriters Holdings, Ltd. Amended and Restated Change in Control Severance Plan (“CIC Plan”) to (i) eliminate the tax gross-up payment that would have been payable to a participant in the CIC Plan if such participant’s benefits under the CIC Plan and any other benefits contingent upon a change in control of the Company (collectively, a participant’s “Change in Control Benefits”) exceeded a safe-harbor amount (the participant’s “Safe Harbor Cap”) determined under the “golden parachute” rules contained in Section 280G of the Internal Revenue Code (the “Code”) and subjected the participant to the excise tax on certain “excess parachute payments” under Section 4999 of the Code, and (ii) provide that the aggregate Change in Control Benefits payable to a participant will be reduced to the participant’s Safe Harbor Cap (unless the amount of the participant’s Change in Control Benefits, less any excise tax payable by the participant, is greater than the Safe Harbor Cap, in which case the participant’s Change in Control Benefits will not be reduced).

On October 21, 2014, the Board of Directors of the Company, upon the recommendation of the Compensation Committee, also approved an amendment to the Platinum Underwriters Holdings, Ltd. 2010 Share Incentive Plan (“Share Incentive Plan”) to prohibit the Company from cancelling or exchanging any outstanding award under the Share Incentive Plan for payment of cash or other consideration unless the fair market value of a Company common share on the date of determination by the Compensation Committee to make such cancellation or exchange is greater than the per share exercise, base or purchase price of such award.

The foregoing descriptions of the amendments to the CIC Plan and the Share Incentive Plan do not purport to be complete and are qualified in their entirety by reference to the full text of the amended and restated CIC Plan and the amended and restated Share Incentive Plan, copies of which are filed herewith as Exhibit 10.1 and Exhibit 10.2, respectively, and incorporated herein by reference.

Item 5.05

Amendments to the Registrant’s Code of Ethics, or Waiver of a Provision of the Code of Ethics.

At its meeting on October 21, 2014, the Board of Directors of the Company approved an amended Code of Business Conduct and Ethics (the “Code”), which applies to all officers, directors, employees, interns and consultants of the Company and its subsidiaries. The amendments to the Code clarify, update, reorganize or otherwise enhance the descriptions of the standards of conduct.

The foregoing description of the amended Code does not purport to be complete and is qualified in its entirety by reference to the full text of the amended Code, a copy of which is filed herewith as Exhibit 14.1 and is incorporated herein by reference.


(d)		Exhibits
Exhibit 10.1		Platinum Underwriters Holdings, Ltd. Amended and Restated Change in Control Severance Plan
Exhibit 10.2		Platinum Underwriters Holdings, Ltd. Amended and Restated 2010 Share Incentive Plan
Exhibit 14.1		Platinum Underwriters Holdings, Ltd. Code of Business Conduct and Ethics

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

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.

(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.

(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.

(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:

(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.

(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.

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).

(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.

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.

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.

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.

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.

(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.

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.

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.

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.

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.

(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.

(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.

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:

This Release is in exchange for the Benefits, to which I would otherwise not be entitled;

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

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

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

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

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.

PLATINUM UNDERWRITERS HOLDINGS, LTD.
AMENDED AND RESTATED 2010 SHARE INCENTIVE PLAN
Effective October 21, 2014

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

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

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

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

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

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

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

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

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

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

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

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

(n) “Fair Market Value” of Common Shares as of a given date means the closing sales price of Common Shares on the New York Stock Exchange or other exchange or securities market as reflected on the composite index on the trading day immediately preceding the date as of which Fair Market Value is to be determined, or in the absence of any reported sales of Common Shares on such date, on the first preceding date on which any such sale shall have been reported. If the Common Shares are not listed on the New York Stock Exchange or other exchange or securities market on the date as of which Fair Market Value is to be determined, the Board shall determine in good faith the Fair Market Value in whatever manner it considers appropriate.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

11.17 Governing Law. The Plan and all rights hereunder shall be subject to and interpreted in accordance with the laws of the State of New York, without reference to the principles of conflicts of laws, and to applicable Federal securities laws.

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

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

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

Our success as a property and casualty reinsurance company is dependent upon our employees and our culture. In today’s business environment, it is critical that our clients and business partners have confidence and trust in Platinum. Ethical business practices help build a reputation that creates value and stature in the market place. Any activity by you that violates the law or is otherwise unethical, even if intended to benefit Platinum, is directly contrary to Platinum’s interests. Illegal or unethical conduct by any person associated with Platinum undermines our reputation as a trustworthy and ethical member of the community and the reinsurance industry.

Platinum has established a compliance and ethics program designed to prevent and detect violations of law and to promote an organizational culture that encourages ethical conduct and compliance with the law. The Code of Business Conduct and Ethics is the foundation of Platinum’s compliance program. By design, the Code goes beyond the requirements of applicable laws and industry practice. You must always comply with the Code to ensure that business decisions are aligned with Platinum’s commitment to ethical standards.

No single code of conduct can address every conceivable situation or ethical dilemma that you may face. If you have a question or a concern regarding the Code or its application in a particular situation, you should contact your Compliance Officer. Platinum has also established the AlertLine website and toll-free compliance hotline as a means for you to report concerns anonymously. Through the various reporting resources, we are committed to creating a work environment that fosters open communication and supports employees in reporting potential violations. Retaliation of any kind will not be tolerated.

Thank you for your continued commitment to ethical conduct, honesty and integrity.

Sincerely,
Michael D. Price
President and Chief Executive Officer
Platinum Underwriters Holdings, Ltd.


Introduction			3
No Retaliation Policy			3
Compliance with Laws and Platinum’s Policies			4
Conflicts of Interest			4
Presentation/Honorarium Guidelines			7


Corporate Opportunities			8
Fair Dealing			9
Protection and Proper Use of Company Assets			9
Securities Laws and Insider Trading			10
Antitrust and OFAC Compliance			11
Accuracy of Company Records and Accounting Procedures			12
Records Management			13
Political Activity and Contributions			13
Electronic Communication & Social Media			13


Health and Safety			15
Reporting Possible Violations, Asking for Help and Reporting Concerns			15
Waivers and Amendments			17
Your Employment at Platinum			17
Compliance Reporting Resources			18

The Code of Business Conduct and Ethics (the “Code”) applies to Platinum Underwriters Holdings, Ltd. and its subsidiaries and to all Platinum employees, officers, and interns (collectively, “employees”) as well as directors and consultants. You each have an affirmative duty to report promptly any conduct that may violate the law or conflict with the Code or any of Platinum’s other policies and procedures. Any failure to report such conduct or failure to adhere to the law or the Code may have serious legal consequences and will result in disciplinary action, including, where appropriate, termination of employment.

When you begin employment, you must sign an acknowledgment confirming that you have read and understand the Code. The Company will also require an annual certification of compliance with the Code. However, failure to read the Code or sign an acknowledgment or annual certification does not excuse compliance with the Code.
In confirming your compliance with Code, you should note that (i) the Code may exceed minimum legal requirements or industry practice, and (ii) nothing contained in the Code should be construed as a binding interpretation of a legal requirement or industry practice.

The Company will not retaliate against anyone who, in good faith, notifies the Company of a possible violation of law or the Code or cooperates with an investigation of any potential violation. In addition, the Company will not permit retaliation by management or other employees or tolerate any harassment or intimidation of anyone who reports a possible violation. To the fullest extent possible, the Company will keep complaints and the terms of their resolution confidential.

A: Being motivated by a sincere belief or genuine concern or suspicion that a violation of the Code may have occurred. Making false reports and raising concerns with ulterior motives are never acceptable. Actual proof or first-hand knowledge is not necessarily required, but you should provide the Company with all the information you have.

You must behave in an ethical manner and comply with all laws, rules and regulations that apply to our business affairs in the various jurisdictions in which the Company operates. It is the responsibility of each of you to know and follow the law in the particular jurisdiction. In addition, you must comply with the Code and all other Company policies and procedures that are applicable to you and/or that are posted on our Internal Information Network website.

Employees and directors must avoid any interest that conflicts or appears to conflict with the interests of the Company. A conflict of interest exists if your actions are, or could reasonably appear to be, influenced directly or indirectly by personal considerations, duties owed to or interests in persons or entities other than the Company, or by actual or potential personal benefit or gain. In general, you should avoid situations where your personal or other business interests conflict, or appear to conflict, with those of the Company.

Any time you believe that a conflict of interest may exist, it must be reported to and approved by your Compliance Officer and reported to the General Counsel of Platinum Holdings. A conflict of interest that involves an officer who is an Executive Vice President or above must be approved by the Board of Directors. Other potential conflicts of interest will be reported in due course to the Board of Directors.

Conflicts of Interest concerns can often be resolved through full disclosure

Although it is not possible to describe every conceivable conflict of interest, some situations in which conflicts of interest may arise, and therefore should be avoided, are:

(a) Family Members
A conflict of interest may arise if an employee’s or director’s family member works for a client, broker or other business partner. Before doing business on Platinum’s behalf with such an organization, you must disclose the situation to your Compliance Officer. In addition, employees who may influence an employment decision at the Company must avoid giving an unfair advantage to anyone with whom they have a personal relationship. In particular, employees may not hire relatives or attempt to influence any decisions about the employment or advancement of people related to or otherwise close to them. In the event that your relatives work for the Company, they may not report directly to you or vice versa.

Q: I am part of a committee that is responsible for selecting a third-party vendor to provide certain services to the Company. My brother-in-law runs a company that I believe would be a perfect fit. What should I do?

A: You can identify his Company as a possible vendor, but you must (i) disclose the connection to your Compliance Officer and the committee and (ii) recuse yourself from the selection process.

In general, employees, directors and their family members may not own, directly or indirectly, a significant financial interest in any company that does business or seeks to do business with Platinum or competes with Platinum in the reinsurance market. A significant financial interest is a factual determination that will vary for each individual (e.g., whether the financial interest could influence the individual’s objectivity or independence of judgment under the particular circumstances).

Non-employee directors may not have significant financial interests in or be affiliated with a company with whom Platinum does business or proposes to do business unless the director:

(i)

discloses any such relationship promptly after the director becomes aware of it,

(ii)

removes himself or herself from any Board activity that directly impacts the relationship between Platinum and any such company, and

(iii)

obtains prior approval of the Board of Directors (or its designated committee) for any transaction of which the director is aware between Platinum and any such company that is not in the ordinary course of business.

(c) Outside Employment
Employees are generally not permitted to take additional part-time jobs or do other work after hours, such as consulting, serving in certain capacities (e.g., arbitrator, mediator or expert witness, etc.) or other fee-earning services, in the reinsurance industry or any related business. The duties of non-employee directors relating to employment and changes in employment are set forth in the Company’s Corporate Governance Guidelines.

Q: I am considering working on weekends at a department store during the holiday season, is that permitted?

A: Yes, you can work part-time at the department store provided the second job does not interfere with your employment at Platinum.

(d) Service on Boards
Serving as a director of another corporation, for-profit organization or government agency may create a conflict of interest. Before accepting an appointment to the board or a committee of any organization whose interests may conflict with Platinum’s interests, an employee must discuss it with and obtain approval from his or her Compliance Officer. The duties of non-employee directors relating to directorships with other companies are set forth in the Company’s Corporate Governance Guidelines.

Q: I have been nominated for a position on the board of a local charitable organization, if elected can I accept the position?

A: Yes, you can accept positions with non-profit organizations without obtaining approval from your Compliance Officer as long as the organization’s interests do not conflict with Platinum’s interests.

(e) Loans
The Company will not extend credit in the form of personal loans to, or guarantee any obligation of, you or your family members.

(f) Gifts and Entertainment
Platinum is dedicated to treating fairly and impartially all persons and firms with whom it does business and will not seek or grant special considerations. Therefore, you must not give or receive gifts, entertainment or gratuities that could influence or be perceived to influence business decisions.

You must never solicit a gift or favor from brokers, clients or other business partners. You may not accept gifts of cash or cash equivalents. However, you may accept novelty or promotional items or modest gifts related to commonly recognized occasions (such as a promotion, holiday, wedding or retirement) and invitations to a sporting activity, entertainment or meal if such gift or entertainment: (i) is reasonable and customary, and (ii) would not embarrass the Company or the people involved if publicly disclosed. When in doubt, gifts or entertainment should be disclosed to your Compliance Office or the General Counsel of Platinum Holdings. Likewise, gifts of nominal value and reasonable entertainment may be provided to clients, brokers, potential clients and other business partners are permitted. However, any such gift or entertainment: (i) must be reasonable and customary, and (ii) must not embarrass Platinum or the recipient if publicly disclosed.

Q: Every holiday season, one of our brokers sends me several bottles of wine, can I accept the wine?

A: You must decide whether the gift is reasonable and customary under the circumstances. Depending on the value of the gift it may be acceptable (e.g., under $100), but you must be sure that such a gift will in no way influence your business judgment or be perceived as a basis for favoring the broker. If you are not sure you should accept the gift, speak to your Compliance Officer.

Under no circumstances can any bribe, kickback, illegal payment or gift of cash or cash equivalents be offered or accepted. Moreover, special rules may apply when dealing with government employees. In short, if you are not sure whether a specific gift or entertainment is permissible, or if you are dealing with a government employee, contact your Compliance Officer or the General Counsel of Platinum Holdings.

Before making presentations (i.e., speeches, seminars, teaching or writing an article or book) relating to work or the reinsurance industry, particularly if an honorarium or other compensation is being provided, employees must discuss these activities in advance with their Compliance Officer or the General Counsel.
You must avoid any disclosure of confidential, proprietary or sensitive business information. Clearance from the General Counsel is required in cases where presentations involving the Company are likely to be reported by the media.

You may have access to proprietary and confidential information concerning the Company’s business, clients, brokers and other business partners. You must keep such information confidential during your service to the Company as well as thereafter, and not use that confidential information other than in the course of your service. In addition, you may not disclose or communicate that confidential information except when authorized or legally required to do so. Further, attorney-client communications and attorney work product must be kept confidential and may not be disclosed without the prior written consent of the General Counsel.

A: Confidential information can be any information that is not publicly available. Proprietary information is not publicly available and viewed as property by the company. Confidential information would include: personnel or employee information, including personal health information; materials received from third parties covered by non-disclosure agreements; financial information about Platinum; information regarding investments or investment practices; non-public personal financial or medical information of underlying insured or claimants; client or broker lists; pricing or other actuarial data or models.

Proprietary or confidential information obtained by you in other capacities (including former employment) should not be used in violation of any applicable restrictions on the use of such information. You should inform your manager and your Compliance Officer if you are subject to any such restrictions.

The theft or knowing receipt of stolen proprietary information is a crime in most jurisdictions. Should you be offered or discover another’s proprietary information or intellectual property, or become aware of the existence of misappropriated information, you should immediately contact your Compliance Officer.

To ensure the confidentiality of any personal information collected by or provided to the Company and to comply with applicable laws and regulations, any person in possession of non-public, personal information with respect to the Company’s employees, clients, potential clients or a client’s insureds or policyholders must maintain the highest degree of confidentiality and must not disclose such information without appropriate authorization.

Employees and directors may not compete with the Company. You may not take for yourself personally opportunities that are discovered through the use of Company property, information or position. You may not use Company property, information or position for personal gain. Similarly, all intellectual property rights with respect to any inventions, data, processes, computer software programs, models or discoveries that are made by you in the course of your service to the Company and that relate to the business of the Company belong to the Company.

When a company fails to negotiate, perform or market in good faith, it may seriously damage its reputation and lose the loyalty of its clients. You must deal honestly and fairly with the Company’s clients, brokers, competitors, regulators and employees. You should not take unfair advantage of anyone through manipulation, concealment, abuse of privileged information, misrepresentation or other unfair business practice.

You have a responsibility to protect Company assets from loss, theft, misuse and waste. Company assets may be used only for legitimate business purposes. Incidental personal use of telephones, fax machines, copy machines, personal computers, email and similar equipment or systems is generally allowed if: (i) it is occasional, (ii) there is no significant additional cost to the Company, (iii) it does not interfere with work responsibilities, (iv) it is not related to an illegal activity or outside business, and (v) it does not otherwise violate the Code or Company policies. You are expected to use good judgment with respect to such incidental personal use.

Q: I am running in a race to raise money for cancer research. Can I email my colleagues at their Company email addresses to request donations?

A: Limited solicitations to employees in connection with charitable activities, including fund raising for a non-profit organization, are generally allowed with HR or Compliance Officer approval. Solicitations to all employees across multiple companies are generally not permitted.

Q: A colleague is involved with a family construction business and spends a considerable amount of time on the telephone in the office with construction clients and contractors. In addition, documents relating to the business are routinely faxed or delivered to the office. Although we all use the telephone, fax and email for some personal business, this constant use seems inappropriate.

A: Occasional use of Company assets is fine, but it cannot be excessive, interfere with work responsibilities or disturb other employees. Running a business with Company assets on Company time on a regular basis (as opposed to an incidental call or email or to respond to an emergency) is not appropriate. Speak to your Compliance Officer who will be able to provide further guidance.

Purchases and sales of the Company’s common and preferred shares and any other debt or equity securities that may be issued by Platinum Holdings or any of its subsidiaries (collectively, the “Platinum Securities”) are subject to regulation and potential criminal and civil liability under the federal securities laws. If you are in possession of material, non-public information regarding the Company or its business, operations or prospects, you may not disclose that information to anyone outside the Company and neither you nor any of your family members may purchase or sell Platinum Securities. Purchasing or selling Platinum Securities while you are in possession of material, non-public information regarding the Company is illegal. A violation is a serious offense and may result in termination of employment and/or prosecution. “Material information” is defined generally as information that likely would be considered important by a reasonable investor, including information that likely would have an effect on the market price of Platinum Securities. Information is considered to be “public” only when it has been released to the public through appropriate channels and enough time has elapsed to permit the investment market to absorb and evaluate the information. If you have any question as to whether any information in your possession is material and/or non-public, please contact the General Counsel of Platinum Holdings.

Q: I want to sell shares of Platinum common stock but I am not sure if I have material, non-public information regarding recent catastrophe losses. What should I do?

A: If you are ever in doubt whether you have material, non-public information you should contact your Compliance Officer or the General Counsel. Common examples of material information would include:

In order to protect the Company and you from liability that could result from a violation of the applicable laws or regulations, the Company has implemented the following policy with respect to trading in Platinum Securities. You may engage in purchases or sales of Platinum Securities only during certain “open window” periods. Trades are permitted during the two-week “open window” period that begins on the second business day after the public release of Platinum’s quarterly earnings, unless the General Counsel has designated a “blackout” period as described below. Of course, neither you (nor any other person) may buy or sell Platinum Securities, even during open window periods, if you are in possession of material, non-public information concerning Platinum.

Trading is permitted during the period immediately following the open window period only with prior clearance from the General Counsel or the Chief Financial Officer (which clearance will be in effect for two business days following the grant of the clearance unless you are specifically advised otherwise).

No clearances for trading will be granted during the “blackout” period which covers the four weeks immediately preceding, and extends through the first business day following, the public release of Platinum’s quarterly earnings. In addition, the General Counsel has authority at any time to designate a “blackout” period over all trading in Platinum Securities (even during an open window period), as well as over trading in securities of companies with which the Company does or may do business or in which the Company invests or may invest. The existence of a blackout period designated by the General Counsel should be treated as confidential information.

Certain transactions in Platinum Securities may be completed at any time, such as the exercise of options granted by Platinum. However, the sale of any common shares received upon the exercise of options (in connection with a broker-assisted cashless exercise of options, for example) is subject to the securities trading policy outlined above.

Antitrust laws promote competition and protect the free market system. Platinum acts in full compliance with all applicable antitrust laws. With respect to U.S. antitrust laws, the Antitrust Compliance Policy and Manual of Platinum Underwriters Reinsurance, Inc. provides a comprehensive discussion of your responsibilities under state and federal antitrust laws.

The Office of Foreign Assets Control (“OFAC”) of the U.S. Department of the Treasury administers and enforces economic and trade sanctions programs target certain countries and regimes, terrorists, and other individuals that threaten national security, foreign policy or the economy of the United States. Platinum complies with all of the OFAC regulations. More information regarding OFAC is available on the U.S. Department of the Treasury web site at http://www.treas.gov/offices/enforcement/ofac/. OFAC and Trade Sanction compliance is also addressed in certain policies and procedures adopted by the respective operating companies.

Accuracy, reliability and timeliness in the preparation of all financial and business records is mandated by law and is of critical importance to Platinum’s decision making process and to the proper discharge of Platinum’s financial, legal and reporting obligations. The books, records and disclosure provisions of the U.S. federal securities laws, the Foreign Corrupt Practices Act and other laws require the Company to maintain accurate books and records and to have in place adequate systems of disclosure controls and procedures and internal control over financial reporting. Such laws may provide for criminal and civil penalties for violations of these requirements.

All Company funds and assets must be recorded in accordance with Company procedures. All information you record or report on Platinum’s behalf, whether for Company purposes or for third parties, must be done accurately and honestly. All Company records (including accounts and financial statements) must be maintained in reasonable and appropriate detail, must be kept in a timely fashion, and must appropriately reflect Company transactions. No undisclosed or unrecorded funds or assets shall be established for any purpose. Falsifying records or keeping unrecorded funds and assets is a serious offense and may result in termination of employment and/or prosecution.

Information derived from Company records is provided to shareholders, investors and government agencies. The disclosure in reports and documents that the Company files with, or submits to, the Securities and Exchange Commission and other public communications made by the Company must be full, fair, accurate, timely and understandable. Therefore, Company records must conform not only to the Company’s internal and disclosure controls, but also to generally accepted accounting principles and other laws and regulations.

If you are unsure about the accounting treatment of a transaction or believe that a transaction has been improperly recorded, or you otherwise have a concern or complaint regarding an accounting or audit matter or Platinum’s internal accounting controls, you should confer with your Compliance Officer, the General Counsel, the internal audit officer or the Chairman of the Audit Committee.

Q: In order to avoid booking a large claim in the quarter, it is suggested that the claim be deferred to the next quarter so the current quarter’s results are consistent with market estimates. Is this acceptable?

A: No, you must never delay or intentionally record incorrect, incomplete or misleading information about financial transactions. In addition, you should report this episode to your Compliance Officer, particularly if this suggestion was made by your manager or supervisor.

Platinum considers records created or received during the course of business a company asset. Such records include all documents, email, spreadsheets and presentations, regardless of whether they are electronic or hard copy. We manage and retain all Company records according to our Global Record Retention Policy and Procedures available on the Platinum Internal Information Network.

Platinum will fully comply with all political contribution laws. Company funds may not be used for contributions of any kind to any political party or committee or to any candidate or holder of any government position unless such contribution is permitted by law and complies with Company policies.

It is against Company policy for employees to lobby other employees on behalf of a political candidate during the workday or during any Company sponsored events. Outside normal office hours, you are free to participate in political campaigns on behalf of candidates or issues and to make personal political contributions, but you must do so in a way that does not imply that your activities are on behalf of the Company.

We are responsible for the appropriate and ethical use of the Company’s computer and network systems at all times and to use these resources in accordance with Platinum’s End User Information Technology Security Policy.

In general, employees engaging in any sort of social media should always be respectful of others, adhere to the Company’s confidentiality policies and clearly identify their opinions as their own and not those of the Company. If you have any questions about your use of electronic communication systems, internet usage or social media, you should contact your Compliance Officer.

The Company is committed to providing equal employment opportunities for all employees and will not tolerate any speech or conduct that is intended to, or has the effect of, discriminating against or harassing any qualified applicant or employee because of his or her race, color, religion, sex (including pregnancy, childbirth or related medical conditions), national origin, sexual orientation, age, physical or mental disability, alienage or citizenship status, marital status, veteran status or any characteristic protected by law.

“Harassment” includes any conduct likely to cause offense or humiliation to any person or that might be perceived by a reasonable person to place a condition on employment or any opportunity for training or promotion. In particular, sexual harassment, whether verbal, physical or environmental, and whether in the workplace itself or in outside work-sponsored settings, is unacceptable and will not be tolerated. Sexual harassment includes unwelcome and unwanted sex-based conduct: (i) when an employee’s submission to or rejection of such conduct is made implicitly or explicitly a term or condition of his or her employment or otherwise affects decisions regarding hiring, evaluation, promotion or any other aspect of employment; or (ii) when such conduct substantially interferes with an individual’s employment or creates an intimidating, hostile or offensive work environment.

The Company will not tolerate discrimination or harassment by anyone, including managers, co-workers, clients, brokers or other business partners. This policy extends to every phase of the employment process, including recruiting, hiring, training, promotion, compensation, benefits, discipline and termination, layoffs, and company-sponsored educational, social and recreational programs. If you observe conduct that you believe is discriminatory or harassing, or if you feel you have been the victim of discrimination or harassment, you should notify HR or your Compliance Officer immediately. The Company will investigate all such reports and take appropriate action.

Q: My supervisor tells sexually offensive jokes and comments on my appearance in a way that makes me uncomfortable. When I object to his behavior he says he is only kidding. I thought about complaining to HR but I am concerned that complaining may affect my promotion and bonus. What should I do?

A: You should report this situation to HR or through any of the Compliance Reporting Resources in the Code. The Company will protect you from any retaliation from your supervisor (or anyone else), including any effect on your opportunity for a promotion or your compensation due to your report. You have the right to work in a safe and harassment-free environment and the Company is committed to safeguarding that right.

The Company will conduct its business in a manner designed to protect the health and safety of its employees, the public and the environment. The Company’s policy is to comply with all applicable governmental health, safety and environmental requirements. Accordingly, you must follow all safety laws and regulations, as well as Company safety policies and procedures. You must immediately report any accident, injury or unsafe equipment, practices or conditions to your Compliance Officer.

You must report possible violations of the Code or the law to your Compliance Officer, the General Counsel or the internal audit officer, as appropriate, or through the AlertLine website or AlertLine’s 24-hour, toll-free compliance reporting hotline listed below. The General Counsel will report to the Board of Directors regarding issues arising in connection with the Code. You are also required to cooperate in any investigations into such violations. The Company prefers that you give your identity when reporting a possible violation to allow the Company to contact you in the event further information is needed to investigate the violation. Your identity will be maintained in confidence to the extent practicable under the circumstances. However, you may also report violations anonymously. All reported violations will be investigated.

The Company considers enforcement of the Code to be among its highest priorities, but it also recognizes that it is sometimes difficult to distinguish between permissible and impermissible conduct. For that reason, the Company encourages open communication. Whenever you have a question or concern, or are unsure about the appropriate course of action:

•

Speak with your manager, who may have the information you need, or may be able to refer the matter to the appropriate person.

•

If you are uncomfortable speaking with your manager, you may also contact any manager in the Company with whom you feel comfortable or your Compliance Officer, the internal audit officer or the General Counsel.

•

You may submit questions or concerns via the AlertLine web site at https://www.compliance-helpline.com/login.jsp?langRequested=0 (“Platinum” and “broadway” are the generic user name and password), or AlertLine’s 24-hour, toll-free compliance reporting hotline. In the United States, you may call 1-800-93-ALERT (1-800-932-5378). In Bermuda, you should first dial the direct access number 1-800-872-2881, followed by 800-932-5378. Outside of the United States or Bermuda, you must first dial the relevant direct access number followed by 800-932-5378.

•

In addition to the contacts listed above, if you have concerns or complaints about accounting or audit matters or Platinum’s internal accounting controls, you may direct your concern to the internal audit officer or the Chairman of the Audit Committee of the Board of Directors.

The Company will not retaliate against anyone who, in good faith, notifies the Company of a possible violation of law or the Code or cooperates with an investigation of any violation, permit retaliation by management or other employees, or tolerate any harassment or intimidation of anyone who reports a possible violation. To the fullest extent possible, the Company will keep complaints and their resolution confidential.

Q: What happens after a report is made? Will my supervisor be notified that I made a report?

A: The Company will promptly conduct a thorough investigation that complies with applicable laws. Once the investigation is completed, the Company will take appropriate disciplinary or corrective action. As the person making the report, you may be informed when the investigation is concluded, but it is not always appropriate to share with you the details or results of the investigation. Generally, your supervisor will not be notified of your report. However, depending on the nature of the report (i.e., sexual harassment complaint regarding your supervisor), notifying your supervisor may be unavoidable.

Because of the importance of the matters addressed by the Code, waivers will only be granted in limited circumstances and at the sole discretion of the Company. Any request for a waiver must be submitted in writing to the General Counsel. The waiver of any provision of the Code for a director or an executive officer must be approved by the Board of Directors (or its designated committee) and will be promptly disclosed to shareholders to the extent required by law or regulation. Waivers that have been granted to employees will be reported to the Board of Directors (or its designated committee) in due course.

The Board of Directors reserves the right to amend the Code at any time and for any reason, subject to applicable laws.

Please be advised that the Code is not an employment contract and does not modify the employment relationship between you and the Company. Nor does the Code create any contractual or legal rights between you and the Company. Unless an employee has a written employment agreement with the Company, all employment is at will, which means that the Company and the employee each have the right to terminate their employment relationship at any time for any reason with or without cause and with or without notice subject to the requirements of applicable law and the Company’s non-retaliation policy for good faith reporting of actual or suspected violations of law, the Code or Company policies and procedures.

The Company will not retaliate against anyone who, in good faith, notifies the
Company of a possible violation of law or the Code or cooperates with an investigation
of any potential violation. In addition, the Company will not permit retaliation by
management or other employees or tolerate any harassment or intimidation of anyone who
reports a possible violation. To the fullest extent possible, the Company will keep
complaints and the terms of their resolution confidential.

AlertLine Anonymous Reporting:
https://www.compliancehelpline.com/login.jsp?langRequested=0
“Platinum” and “broadway” are the generic user name and password

AlertLine 24-Hour Anonymous Reporting Hotline:
In the United States: call 1-800-93-ALERT (1-800-932-5378)
In Bermuda: first dial the direct access number 1-800-872-2881, followed by 800-932-5378
Outside the U.S. or Bermuda: dial the relevant direct access number followed by 800-932-5378

Platinum Compliance Officers:
Michael Lombardozzi
Platinum Underwriters Holdings, Ltd.
TEL: 203-252-5833
mlombardozzi@platinumre.com

James Conway
Platinum Underwriters Reinsurance, Inc.
TEL: 212-238-9547
jconway@platinumre.com

Kurt Dickman
Platinum Underwriters Bermuda, Ltd.
TEL: 441-298-0773
kdickman@platinumre.com

Christina M. Parker
Platinum Administrative Services, Inc.
TEL: 212-238-9497
cparker@platinumre.com

Internal Audit Officer:
Jeremiah Downing
Platinum Administrative Services, Inc.
TEL: 212-238-9239
jdowning@platinumre.com

Platinum Audit Committee:
Christopher J. Steffen (Chairman)
A. John Haas
Anthony P.D. Lancaster
c/o Platinum Underwriters Holdings, Ltd.
Waterloo House, 100 Pitts Bay Road
Pembroke HM 08, Bermuda


Bermuda	001-31341	98-0416483
_____________________ (State or other jurisdiction	_____________ (Commission	______________ (I.R.S. Employer
of incorporation)	File Number)	Identification No.)

Waterloo House, 100 Pitts Bay Road, Pembroke, Bermuda		HM 08
_________________________________ (Address of principal executive offices)		___________ (Zip Code)


	Platinum Underwriters Holdings, Ltd.

October 21, 2014	By:	/s/ Michael E. Lombardozzi

		Name: Michael E. Lombardozzi
		Title: Executive Vice President, Chief Administrative Officer, General Counsel and Secretary


Date of Report (Date of Earliest Event Reported):		October 21, 2014


Registrant’s telephone number, including area code:		(441) 295-7195


Exhibit No.		Description

10.1		Platinum Underwriters Holdings, Ltd. Amended and Restated Change in Control Severance Plan
10.2		Platinum Underwriters Holdings, Ltd. Amended and Restated 2010 Share Incentive Plan
14.1		Platinum Underwriters Holdings, Ltd. Code of Business Conduct and Ethics