8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of Earliest Event Reported) – February 25, 2006

Platinum Underwriters Holdings, Ltd.

(Exact name of registrant as specified in its charter)

Bermuda (State or other jurisdiction of incorporation or organization)	001-31341 (Commission File Number)	98-0416483 (IRS Employer Identification No.)
The Belvedere Building 69 Pitts Bay Road Pembroke, Bermuda (Address of principal executive offices)		HM 08 (Zip Code)

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

N/A
(Former name or 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:

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

TABLE OF CONTENTS

EX-10.1: AMENDED AND RESTATED LETTER AGREEMENT

EX-10.2: EMPLOYMENT AGREEMENT

EX-10.3: FORM OF NONEMPLOYEE DIRECTOR SHARE UNIT AWARD AGREEMENT

EX-10.4: AMENDED AND RESTATED EXECUTIVE INCENTIVE PLAN

EX-10.5: FORM OF EIP SHARE UNIT AWARD AGREEMENT

EX-10.6: AMENDED AND RESTATED ANNUAL INCENTIVE PLAN

EX-99.1: PRESS RELEASE

EX-99.2: FINANCIAL SUPPLEMENT

Item 1.01. Entry into a Material Definitive Agreement.

     1. On February 26, 2006, Platinum Underwriters Holdings, Ltd. (the “Company”) amended and restated its letter agreement with Gregory E.A. Morrison dated June 20, 2003, as amended on January 7, 2004 and October 27, 2005 (the “Amended Morrison Agreement”). The term of Mr. Morrison’s employment under the Amended Morrison Agreement commenced on February 26, 2006 and, subject to earlier termination as provided in the Amended Morrison Agreement, will end on May 14, 2006. The Amended Morrison Agreement provides that Mr. Morrison will be employed as Vice Chairman, will continue to serve as a member of the Company’s Board of Directors (the “Board”) until the Company’s 2006 Annual Meeting of Shareholders (the “2006 Annual Meeting”), and will not seek renomination or re-election to the Board at the 2006 Annual Meeting or thereafter. The Amended Morrison Agreement provides that (i) Mr. Morrison will receive a salary at the rate of $700,000 per annum until May 14, 2006 or the earlier termination of employment; (ii) he is not eligible to receive any bonus in respect of the year ended on December 31, 2005 or for any period thereafter; and (iii) all awards granted to him under the Company’s Executive Incentive Plan, and all options awarded under the 2002 Share Incentive Plan (the “2002 Plan”) that are unvested at the time of the termination of Mr. Morrison’s employment with the Company, will be forfeited in accordance with the terms of such plans. If Mr. Morrison remains employed by the Company through May 14, 2006, he will be paid $800,000 in cash provided that he executes a release of claims. The Amended Morrison Agreement provides that Mr. Morrison will no longer be subject to the share ownership guidelines applicable to senior executives of the Company. Mr. Morrison will continue to receive certain housing and automobile allowances through the term of his employment under the Amended Morrison Agreement, and he will continue to be subject to non-solicitation and confidentiality provisions, and to a non-competition provision subject to limited exceptions, during the term of his employment and for certain periods thereafter. The foregoing description is qualified in its entirety by reference to the Amended Morrison Agreement, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.

     2. On February 26, 2006, the Company’s wholly owned subsidiary Platinum Underwriters Bermuda, Ltd. (“Platinum Bermuda”) and Robert S. Porter entered into an employment agreement effective as of March 1, 2006 (the “Effective Date”) pursuant to which Mr. Porter was appointed Chief Executive Officer of Platinum Bermuda, subject to the approval of the Bermuda Department of Immigration. Pursuant to his employment agreement, Mr. Porter’s term of employment will commence on the Effective Date and will end on the third anniversary of the Effective Date (which date will be automatically extended from year to year, unless written notice is provided by one party to the other, at least ninety days prior to the end of the term, that the term shall not be extended). Mr. Porter will receive a minimum base salary at an annual rate of $425,000, and will be eligible to receive an annual performance bonus pursuant to the terms of the Company’s Amended and Restated Annual Incentive Plan, with a target equal to 100% of base salary and a range of 0% to 200% of base salary, depending upon the achievement of performance objectives established under the Amended and Restated Annual Incentive

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Plan. Pursuant to his employment agreement, on February 28, 2006, Mr. Porter will receive an award of equity compensation under the terms of the 2002 Plan, which award will be made one-half in restricted common shares of the Company that will vest in equal annual installments on each of the first three anniversaries of the date of grant, and one-half in an option to purchase common shares of the Company, at an exercise price of the Fair Market Value (as defined in the 2002 Plan) of a common share on the date of grant, that will become exercisable as to one-third of the common shares covered thereby on each of the first three anniversaries of the date of grant. Mr. Porter will not be entitled to receive any additional awards of common shares, restricted common shares, options or other equity securities of the Company until March 2009. During the term of his employment agreement, Mr. Porter will be a participant in the Company’s Amended and Restated Executive Incentive Plan pursuant to which it is expected that he will be granted a target annual award opportunity of 75% of his base salary, which will be payable if the Company achieves certain performance objectives over a multi-year period. Mr. Porter will be required to accumulate 30,000 common shares of the Company in accordance with the Company’s share ownership guidelines. Mr. Porter’s employment agreement provides for the reimbursement by Platinum Bermuda for up to $50,000 of costs and expenses incurred by Mr. Porter in connection with his family’s relocation to Bermuda. In addition, he will receive certain housing and automobile allowances as a result of his residence in Bermuda. If Mr. Porter’s employment is terminated by Platinum Bermuda without “cause” of by Mr. Porter for “good reason” (each as defined in his employment agreement), he will receive a payment equal to the sum of one year’s base salary and target bonus and any base salary or other amounts accrued through the date of termination, provided that he executes a release of claims. If Mr. Porter’s employment is terminated by Platinum Bermuda for cause or by Mr. Porter other than for good reason, he will receive no further payments, compensation or benefits under his employment agreement other than amounts accrued prior to termination. Mr. Porter is subject to certain confidentiality and non-solicitation provisions. The foregoing description is qualified in its entirety by reference to Mr. Porter’s employment agreement, a copy of which is filed as Exhibit 10.2 to this Current Report on Form 8-K and is incorporated herein by reference.

     3. On February 26, 2006, the Company agreed with Joseph F. Fisher, Executive Vice President and Chief Financial Officer of the Company, to increase Mr. Fisher’s base salary to $425,000 per year, effective March 1, 2006. In addition, it was agreed that Mr. Fisher will be eligible for an annual performance bonus, pursuant to the terms of the Company’s Amended and Restated Annual Incentive Plan, with an incentive target equal to 100% of base salary and a range of bonus payout from 0% to 200% of base salary, depending upon the achievement of performance objectives established under the Company’s Amended and Restated Annual Incentive Plan.

     4. On February 26, 2006, the Board approved the following compensation arrangements for the nonemployee directors of the Company, effective commencing with the 2006 Annual Meeting, which will be held on April 25, 2006. Each nonemployee director (other than Steven H. Newman, Chairman of the Board) will receive an annual retainer in the amount of $75,000. In addition, the Chairman of the Audit Committee receives $20,000 per year, and each member of that committee receives $10,000 per year. The Chairmen of the Compensation and Governance Committees each receive $15,000 per year. Each member of the Compensation, Governance and Executive Committees who is not an employee of the Company receives $7,500 per year. Each nonemployee director also receives $2,500 for attendance at each meeting of the Board and of any committee of which he is a member, other than the Preferred Dividend Committee, for which no fees are paid. Pursuant to the Share Unit Plan for Nonemployee Directors, 50%

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of all fees earned by a nonemployee director (including retainer fees, meeting fees and committee fees) during each calendar quarter are automatically converted into that number of share units equal to the number of common shares which could have been purchased with such fees, based upon the closing price of the common shares on the last day of the calendar quarter. In addition to the 50% mandatory conversion, each nonemployee director may elect to have up to a total of 100% of his fees converted into share units, provided the election is made before the start of the calendar year in which the fees are earned. A nonemployee director will receive a distribution under the Share Unit Plan in respect of his share units upon the expiration of five calendar years following the year in which he was credited with such share units or upon termination of his service on the Board, if earlier, each such share unit valued at the closing price on one common share on the date of such expiration or termination. Such distribution will be made, at the discretion of the Board, either in cash or common shares or a combination thereof. In addition, each nonemployee director (other than Mr. Newman) who is elected at an annual general meeting of shareholders will receive on such date restricted share units under the Company’s 2002 Plan (or any successor plan) equal to the number of the Company’s common shares that could have been purchased with $40,000, based upon the closing price of the common shares on the business day immediately preceding the date of such grant. These restricted share units will convert on a one-to-one basis into common shares on the date that is the earlier of one year following the date of grant or the date of the next annual general meeting of shareholders, provided that the director continues to serve on the Board through the date of conversion. The form of agreement setting forth the material terms and conditions of these awards is attached hereto as Exhibit 10.3 and incorporated herein by reference.

     5. On February 26, 2006, the Board adopted the Amended and Restated Executive Incentive Plan, which amended the Executive Incentive Plan to provide for awards of share units entitling a participant to a payment, in cash, common shares or a combination thereof, based on the fair market value of the common shares on the date of payment. The foregoing description is qualified in its entirety by reference to the Amended and Restated Executive Incentive Plan, a copy of which is filed as Exhibit 10.4 to this Current Report on Form 8-K and is incorporated herein by reference. The form of agreement setting forth the material terms and conditions of these awards is attached hereto as Exhibit 10.5 and is incorporated herein by reference.

     6. On February 26, 2006, the Board adopted the Amended and Restated Annual Incentive Plan, which amended the Annual Incentive Plan to provide for additional performance measures in the discretion of the Compensation Committee. The foregoing description is qualified in its entirety by reference to the Amended and Restated Annual Incentive Plan, a copy of which is filed as Exhibit 10.6 to this Current Report on Form 8-K and is incorporated herein by reference. On February 25, 2006, subject to the approval of the Amended and Restated Annual Incentive Plan by the Board the following day, the Compensation Committee determined that, for awards under the Amended and Restated Annual Incentive Plan in respect of the year 2006, payable in early 2007, the performance measure shall be based on annual return on equity, as determined in accordance with the

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Amended and Restated Annual Incentive Plan.

     7. Under the Section 162(m) Performance Incentive Plan, the Compensation Committee has authority to select participants and to establish the performance period, performance measures, performance goals and all other terms of an award thereunder. On February 25, 2006, the Compensation Committee selected certain of the executive officers of the Company as participants for awards in respect of the year 2006, payable in 2007, and determined that the performance measure for these awards shall be based on annual return on equity, which shall be determined in accordance with the determination made for the Amended and Restated Annual Incentive Plan.

Item 2.02. Results of Operations and Financial Condition.

     On February 26, 2006, the Company issued a press release reporting its financial results as of and for the quarter and year ended December 31, 2005. A copy of the press release, as well as a financial supplement, are furnished herewith as Exhibits 99.1 and 99.2, respectively. The information hereunder is not deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, is not otherwise subject to the liabilities of that section and is not incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, except as shall be expressly set forth by specific reference in such a filing.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

Exhibit 10.1	Amended and Restated Letter Agreement dated February 26, 2006 between the Company and Gregory E.A. Morrison
Exhibit 10.2	Employment Agreement dated February 26, 2006 between Platinum Bermuda and Robert S. Porter
Exhibit 10.3	Form of Nonemployee Director Share Unit Award Agreement
Exhibit 10.4	Amended and Restated Executive Incentive Plan
Exhibit 10.5	Form of EIP Share Unit Award Agreement
Exhibit 10.6	Amended and Restated Annual Incentive Plan
Exhibit 99.1	Press release dated February 26, 2006
Exhibit 99.2	Financial Supplement

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SIGNATURE

     Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, Platinum Underwriters Holdings, Ltd. has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	PLATINUM UNDERWRITERS HOLDINGS, LTD.
	By:	/s/ Michael E. Lombardozzi
		Michael E. Lombardozzi
		Executive Vice President, General
		Counsel and Chief Administrative Officer
Date: February 27, 2006

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Exhibit Index

Exhibit
Number	Description
Exhibit 10.1	Amended and Restated Letter Agreement dated February 26, 2006 between the Company and Gregory E.A. Morrison
Exhibit 10.2	Employment Agreement dated February 26, 2006 between Platinum Bermuda and Robert S. Porter
Exhibit 10.3	Form of Nonemployee Director Share Unit Award Agreement
Exhibit 10.4	Amended and Restated Executive Incentive Plan
Exhibit 10.5	Form of EIP Share Unit Award Agreement
Exhibit 10.6	Amended and Restated Annual Incentive Plan
Exhibit 99.1	Press release dated February 26, 2006
Exhibit 99.2	Financial Supplement

EX-10.1

Exhibit 10.1

PLATINUM UNDERWRITERS HOLDINGS, LTD.
The Belvedere Building
69 Pitts Bay Road
Pembroke HM08 Bermuda

February 26, 2006

Mr. Gregory E. A. Morrison
Platinum Underwriters Holdings, Ltd.
The Belvedere Building
69 Pitts Bay Road
Pembroke HM08 Bermuda

Dear Gregory:

     I am writing this letter (this “Letter Agreement”) to amend and restate the letter agreement between you and Platinum Underwriters Holdings, Ltd., an exempted company incorporated in Bermuda (“Platinum”), dated June 20, 2003, as amended January 7, 2004 and October 27, 2005 (the “Prior Agreement”), and to specify the terms and conditions of your employment with Platinum commencing on the date hereof (the “Effective Date”) through May 14, 2006 (the “Termination Date”) and the terms and conditions that will continue to apply to you thereafter.

1. Term of Employment.

     Your employment hereunder will commence on the Effective Date. Subject to termination as provided in Section 10 hereof, your employment by the Company shall end on the Termination Date. Such employment period through the Termination Date or the date of any earlier termination pursuant to Section 10 hereof shall hereinafter be referred to as the “Term.”

2. Title and Duties.

     (a) During the Term, you will be employed by Platinum as Vice Chairman and you will have such duties and responsibilities and power and authority as are assigned to you by the Chairman of the Board.

     (b) You will continue to serve as a member of the board of directors of Platinum (the “Board”) until the 2006 annual general meeting of shareholders unless the Board requests your resignation on a date prior thereto. You agree that you will not seek

re-nomination or re-election to the Board at the 2006 annual general meeting of shareholders or thereafter.

3. Salary.

     During the Term, Platinum will pay you a salary (the “Salary”) at an annual rate of US$700,000, payable in cash in accordance with Platinum’s payroll practices as in effect from time to time. You will not be entitled to any additional compensation or fees for your services as a member of the Board or as an employee of Platinum.

4. Bonus, Executive Incentive Plan Awards and Options.

     (a) You acknowledge that you will not be eligible to receive any bonus in respect of the year ended December 31, 2005 or any period following December 31, 2005.

     (b) Pursuant to the terms of the Company’s Executive Incentive Plan, all awards granted to you thereunder are hereby forfeited, cancelled and of no further force and effect.

     (c) All options granted to you under the Company’s 2002 Share Incentive Plan that are unvested as of the Termination Date or as of the date of any earlier termination of your employment for any reason shall, in accordance with the terms of such options, be forfeited, cancelled and of no further force and effect as of such date.

5. Share Ownership.

     Effective as of Effective Date, you shall no longer be subject to the share ownership guidelines applicable to senior executives of Platinum.

6. Employee Benefits.

     During the Term, you and your eligible dependents will receive benefits substantially similar to the employee benefit plans that are generally available to senior executives of Platinum, subject to the terms and conditions of such plans. The Board reserves the right to amend or terminate any employee benefit plan at any time, and to adopt any new plan.

7. Housing and Car Allowance.

     During the Term, you will continue to receive a housing allowance at a monthly rate of US $25,000, and a car allowance at a monthly rate of US$900, prorated in each case for any partial months of the Term. You acknowledge that you will not be entitled to receive any housing allowance or car allowance thereafter.

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8. Perquisites.

    During the Term, Platinum will reimburse you for reasonable dues and fees for a golf and a health club membership.

9. Business Expenses.

     During the Term, Platinum shall reimburse you for all reasonable expenses and disbursements in carrying out your duties and responsibilities under this Letter Agreement in accordance with Platinum’s policy for senior executives as in effect from time to time.

10. Termination of Employment/Termination Payments.

     (a) Termination Payment. Promptly following the effectiveness of the release of claims to be executed by you pursuant to Section 11 hereof, you will be paid US$800,000 in cash, subject to any applicable withholding as required by law (the “Termination Payment”), provided that you are employed by Platinum through the Termination Date. You hereby acknowledge that you will not be entitled to the “2006 Payment” as defined in the Prior Agreement.

     (b) Termination for Good Reason or Without Cause. If you terminate your employment during the Term for “Good Reason” (as defined below) or if your employment is terminated during the Term by Platinum without “Cause” (as defined below), you will receive the Termination Payment promptly following the effectiveness of the release of claims to be executed by you pursuant to Section 11 hereof. You will also be paid any earned but unpaid Salary or other amounts (including reimbursement of expenses and any vested amounts or benefits under Platinum’s employee benefit plans or programs) accrued or owing through the effective date of such termination.

     (c) Termination Other than for Good Reason. If you terminate your employment during the Term other than for Good Reason, you will not receive the Termination Payment and you will receive no further payments, compensation or benefits under this Letter Agreement, except you will be eligible to receive amounts (including reimbursable expenses and any vested amounts or benefits under Platinum’s employee benefit plans or programs) accrued or owing prior to the effective date of such termination.

     (d) Termination for Cause. If your employment is terminated by Platinum during the Term for Cause, you will not receive the Termination Payment and you will receive no further payments, compensation or benefits under this Letter Agreement, except you will be eligible to receive amounts (including reimbursable expenses and any vested amounts or benefits under Platinum’s employee benefit plans or programs) accrued or owing prior to the effective date of such termination.

     (e) Death. Upon the termination of your employment during the Term on account of your death, you or your beneficiaries will receive no further payments under this Letter Agreement other than (i) any unpaid Salary through the effective date of such

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termination, (ii) all other unpaid amounts (including reimbursable expenses and any vested amounts or benefits under Platinum’s employee benefit plans or programs) accrued or owing prior to the effective date of such termination, and (iii) the Termination Payment.

     (f) Definitions.

(i)

Cause. For purposes of this Letter Agreement, “Cause” means (i) your willful and continued failure to substantially perform your duties hereunder; (ii) your conviction of, or plea of guilty or nolo contendere to, a felony or other crime involving moral turpitude; or (iii) your engagement in any malfeasance or fraud or dishonesty of a substantial nature in connection with your position with Platinum or its subsidiaries, or other willful act that materially damages the reputation of Platinum or its subsidiaries; provided, however, no such act, omission or event shall be treated as “Cause” under this Letter Agreement unless you have been provided a detailed, written statement of the basis for Platinum’s belief that such act, omission or event constitutes “Cause” and have had at least a thirty (30) day period to take corrective action. For purposes of this Section, no act or failure to act will be considered “willful” unless it is done, or omitted to be done, in bad faith and without reasonable belief that the action was in the best interests of Platinum.

(ii)

Good Reason. For purposes of this Letter Agreement, “Good Reason” means (i) Platinum reduces your Salary without your express written consent; (ii) Platinum requires you to report to anyone other than the Chairman or the Board; (iii) Platinum requires you to be principally based other than in Platinum’s offices in Bermuda; and (iv) Platinum breaches any other material provision of this Letter Agreement; provided, however, that if you voluntarily consent to any reduction or change described above in lieu of exercising your right to resign for Good Reason and deliver such consent to Platinum in writing, then such reduction or change shall not constitute “Good Reason” hereunder, but you shall have the right to resign for Good Reason under this Letter Agreement as a result of any subsequent reduction or change described above.

11. Release.

     You agree to execute a general release of claims against Platinum and its affiliates substantially in the form of Exhibit A hereto on the Termination Date or the date of any earlier termination pursuant to Section 10(b) hereof. You acknowledge that your failure to execute such release will result in the forfeiture of your right to any further payments or benefits under this Letter Agreement including, without limitation, the Termination Payment.

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12. Covenants.

     In exchange for the remuneration outlined above, in addition to providing service to Platinum as set forth in this Letter Agreement, you agree to the following covenants:

     (a) Confidentiality. During the period of your employment and following any termination of your employment for any reason, you will keep confidential any trade secrets and confidential or proprietary information of Platinum (and its subsidiaries and affiliates) which are now known to you or which hereafter may become known to you as a result of your employment or association with Platinum and will not at any time directly or indirectly disclose any such information to any person, firm or corporation, or use the same in any way other than in connection with the business of Platinum (or its subsidiaries or affiliates) during, and at all times after, the termination of your employment. For purposes of this Letter Agreement, “trade secrets and confidential or proprietary information” means information unique to Platinum (or its subsidiaries or affiliates) which has a significant business purpose and is not known or generally available from sources outside Platinum (or its subsidiaries or affiliates) or typical of industry practice, but shall not include any of such information (i) that becomes a matter of public record or is published in a newspaper, magazine or other periodical available to the general public, other than as a result of any act or omission of you or (ii) that is required to be disclosed by any law, regulation or order of any court or regulatory commission, department or agency, provided that you give prompt notice of such requirement to Platinum (or its subsidiaries or affiliates), as appropriate, to enable Platinum (or its subsidiaries or affiliates), as appropriate, to seek an appropriate protective order or confidential treatment.

     (b) Non-Competition. You further covenant that during the period of your employment with Platinum and during the twelve month period following termination of your employment for any reason, you will not, without the express written approval of Platinum, anywhere where Platinum (or its subsidiaries of affiliates) has engaged in business during the term of your employment with Platinum, for yourself or on behalf of any other person, partnership, company or corporation, directly or indirectly, acquire any financial or beneficial interest, be employed by, or own, manage, operate or control any entity which is primarily engaged in the reinsurance business; provided, however, that, subject to the last sentence of this Section 12(b), (i) you may have an interest in up to 2% of the capital stock of a corporation whose capital stock is traded publicly; (ii) for the period beginning on March 6, 2006 and ending on the Termination Date, you may provide the following specified services on a consulting basis only directly to a company or companies approved by Platinum in writing prior to your providing any such services (each, an “Approved Company”): (A) advice regarding an Approved Company’s compensation policies and the administration thereof, (B) advice regarding an Approved Company’s presentations to rating agencies, and (C) advice regarding an Approved Company’s business plans, it being understood that the services specified in clauses (A) through (C) above may include visits to an Approved Company’s offices; and (iii) commencing on the day after the Termination Date, you may serve as Chief Executive Officer or Executive Chairman of an Approved Company. The foregoing proviso shall not limit the application of Sections 12(a) and 12(c) hereof, which shall continue to apply in accordance with their terms. Clauses (ii) and (iii) above shall be revoked and have no force and effect in the

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event that you terminate your employment during the Term other than for Good Reason or your employment is terminated by Platinum during the Term for Cause.

     (c) Non-Solicitation. You further covenant that during the period of your employment with Platinum and during the twelve month period following termination of your employment for any reason, you will not, directly or indirectly, hire, or cause to be hired by an employer with whom you may ultimately become associated, including without limitation an Approved Company, any senior executive of Platinum (or its subsidiaries or affiliates) on the Effective Date or at the time of termination of your employment with Platinum (defined for such purposes to include the Chief Executive Officer and executives that report directly to the Chief Executive Officer or that report directly to such executives that report directly to the Chief Executive Officer).

     (d) Enforcement.

(i)

You acknowledge that if you breach any provision of this Section 12, Platinum (or its subsidiaries or affiliates) will suffer irreparable injury. It is therefore agreed that Platinum (or its subsidiaries or affiliates) shall have the right to enjoin any such breach, without posting any bond, if permitted by a court of the applicable jurisdiction. You hereby waive the adequacy of a remedy at law as a defense to such relief. The existence of this right to injunctive or other equitable relief shall not limit any other rights or remedies which Platinum (or its subsidiaries or affiliates) may have at law or in equity including, without limitation, the right to monetary, compensatory and punitive damages. You acknowledge and agree that the provisions of this Section 12 are reasonable and necessary for the successful operation of Platinum. In the event an arbitrator or a court of competent jurisdiction determines that you have breached your obligations in any material respect under this Section 12, Platinum, in addition to pursuing all available remedies under this Letter Agreement, at law or otherwise, and without limiting its right to pursue the same, shall cease all payments to you under this Letter Agreement. If any provision of this Section 12 is determined by a court of competent jurisdiction or an arbitrator to be not enforceable in the manner set forth in this Letter Agreement, you and Platinum agree that it is the intention of the parties that such provision should be enforceable to the maximum extent possible under applicable law. If any provisions of this Section 12 are held to be invalid or unenforceable, such invalidation or unenforceability shall not affect the validity or enforceability of any other provision of this Letter Agreement (or any portion thereof).

(ii)

You (A) hereby irrevocably submit to the exclusive jurisdiction of the state and federal courts sitting in the State of New York, City and County of New York, for the purpose of Section 12(d)(i)

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hereof, and (B) hereby waive to the extent not prohibited by applicable law, and agree not to assert, by way of motion, as a defense or otherwise, in any such action, any claim that you are not subject personally to the jurisdiction of the above-named courts, that such courts are an inconvenient forum, that your property is exempt or immune from attachment or execution, that any such proceeding brought in one of such courts is improper, or that this Letter Agreement or the subject matter hereof or thereof may not be enforced in or by such court. You hereby consent to service of process in any such proceeding in any manner permitted by the laws of the State of New York, and agree that service of process by registered or certified mail, return receipt requested, is reasonably calculated to give actual notice.

13. Miscellaneous Provisions.

     (a) This Letter Agreement may not be amended or terminated without the prior written consent of you and Platinum.

     (b) This Letter Agreement may be executed in any number of counterparts which together will constitute but one agreement.

     (c) This Letter Agreement will be binding on and inure to the benefit of our respective successors and, in your case, your heirs and other legal representatives. Other than as provided herein, the rights and obligations described in this Letter Agreement may not be assigned by either party without the prior written consent of the other party.

     (d) Subject to Section 12(d) hereof, all disputes arising under or related to this Letter Agreement will be settled by arbitration under the Commercial Arbitration Rules of the American Arbitration Association then in effect as the sole and exclusive remedy of either party. Such arbitration shall be held in New York City. Any judgment on the award rendered by such arbitration may be entered in the state and federal courts sitting in the State of New York, City and County of New York pursuant to Section 12(d)(ii) hereof or in any other court having jurisdiction over such matters. Each party’s costs and expenses of such arbitration, including reasonable attorney fees and expenses, shall be borne by such party, unless you are, in whole, and not in part, the prevailing party in the award entered in such arbitration, in which case, all such costs and expenses shall be borne by Platinum.

     (e) All notices under this Letter Agreement will be in writing and will be deemed effective when delivered in person, or five (5) days after deposit thereof in the mails, postage prepaid, for delivery as registered or certified mail, addressed to the respective party at the address set forth below or to such other address as may hereafter be designated by like notice. Unless otherwise notified as set forth above, notice will be sent to each party as follows:

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     If to you, to:

The address maintained in Platinum’s records.

     If to Platinum, to:

Platinum Underwriters Holdings, Ltd.
The Belvedere Building
69 Pitts Bay Road
Pembroke HM08 Bermuda

Attention:	Michael E. Lombardozzi, Esq.
	Executive Vice President,
	General Counsel and Secretary

In lieu of personal notice or notice by deposit in the mail, a party may give notice by confirmed telegram, telex or fax, which will be effective upon receipt.

     (f) This Letter Agreement will be governed by and construed and enforced in accordance with the laws of the State of New York without reference to rules relating to conflict of laws.

     (g) This Letter Agreement supersedes any inconsistent provisions of any plan or arrangement that would otherwise be applicable to you to the extent such provisions would limit any rights granted to you hereunder or expand any restrictions imposed on you hereby.

     (h) By executing this Letter Agreement below, you acknowledge that this Letter Agreement, as an amendment and restatement of the Prior Agreement, supersedes the Prior Agreement and that you waive all rights under the Prior Agreement, in each case as of the Effective Date.

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     This Letter Agreement is intended to be a binding obligation upon Platinum and yourself. If this Letter Agreement correctly reflects our understanding, please sign and return one copy for Platinum’s records.

Platinum Underwriters Holdings, Ltd.
By:	/s/ Steven H. Newman
	Name: Steven H. Newman
	Title: Chairman of the Board

The above Letter Agreement correctly reflects our understanding, and I hereby confirm my agreement to the same.

/s/ Gregory E.A. Morrison

Gregory E.A. Morrison

Dated as of February 26, 2006

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EXHIBIT A

FULL AND COMPLETE RELEASE

     I, Gregory E.A. Morrison, in consideration of the rights and benefits provided pursuant to the letter agreement dated February 26, 2006, which specifies the terms and conditions of my employment with Platinum Underwriters Holdings, Ltd. (the “Letter Agreement”), for myself and my heirs, executors, administrators and assigns, do hereby knowingly and voluntarily release and forever discharge Platinum Underwriters Holdings, Ltd., its subsidiaries and affiliates (collectively, the “Companies”) and their respective current and former directors, officers and employees from, and covenant not to sue or proceed against any of the foregoing on the basis of, any and all claims, actions and causes of action upon or by reason of any matter arising out of my employment by the Companies and the cessation of said employment, and including, but not limited to, any alleged violation of any applicable law 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 Employment Act 2000 of Bermuda, Human Rights Act 1981 of Bermuda, 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 Release (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 warrant and represent that I have made no sale, assignment, or other transfer, or attempted sale, assignment, or other transfer, of any of the Released Claims. I fully understand and agree that:

1.	This Release is in exchange for the rights and benefits provided pursuant to the Letter Agreement to which I would otherwise not be entitled;
2.	No rights or claims are released or waived that may arise after the date this Release is signed by me;
3.	I am hereby advised to consult with an attorney before signing this Release;
4.	I have 21 days from my receipt of this Release within which to consider whether or not to sign it;
5.	I have 7 days following my signature of this Release to revoke the Release; and
6.	This Release shall not become effective or enforceable until the revocation period of 7 days has expired.

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

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Platinum Underwriters Holdings, Ltd.
The Belvedere Building
69 Pitts Bay Road
Pembroke HM 08
Bermuda
Attention: General Counsel
Fax: 441-295-4605

With a copy to:

Dewey Ballantine LLP
1301 Avenue of the Americas
New York, New York 10019
Attention: Paul J. Wessel, Esq.
Fax: 212-259-6333

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

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

Gregory E.A. Morrison

Dated:                                         , 2006

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EX-10.2

Exhibit 10.2

PLATINUM UNDERWRITERS BERMUDA, LTD.
The Belvedere Building
69 Pitts Bay Road
Pembroke HM08 Bermuda

  February 26, 2006

Mr. Robert S. Porter
Platinum Re (UK) Limited
Fitzwilliam House
10 St. Mary Axe
London, EC3A 8EN
United Kingdom

Dear Robert:

          I am writing this letter (this “Letter Agreement”) to confirm the terms and conditions of your employment with Platinum Underwriters Bermuda, Ltd. (“Platinum Bermuda”), a wholly owned subsidiary of Platinum Underwriters Holdings, Ltd. (“Platinum Holdings”).

     1. Term of Employment.

          Your employment hereunder will commence on March 1, 2006 or such later date that you shall have received the approval of the Bermuda Department of Immigration (the “Effective Date”) and, subject to termination as provided in Section 11, shall end on the third anniversary of the Effective Date; provided that, on the third anniversary and each anniversary thereafter, the term of your employment shall automatically be extended by an additional year unless Platinum Bermuda or you give the other party written notice, at least 90 days prior to such anniversary, that Platinum Bermuda has determined or you have determined that the term shall not be so extended. Such employment period, as extended, shall hereinafter be referred to as the “Term.”

     2. Title and Duties.

          During the Term, you will serve as Chief Executive Officer of Platinum Bermuda. You will have such duties and responsibilities and power and authority as those normally associated with such position, plus any additional duties and responsibilities or power and authority assigned to you by the Chairman of Platinum Bermuda.

     3. Base Salary.

          During the Term, Platinum Bermuda will pay you a minimum base salary (“Base Salary”) at an annual rate of US$425,000, payable in cash in accordance with Platinum Bermuda’s payroll practices as in effect from time to time. Your Base Salary shall be reviewed annually by the Chairman of Platinum Bermuda.

     4. Bonus.

          During each fiscal year of the Term, you will be eligible for an annual performance bonus (“Annual Bonus”) pursuant to the terms of Platinum Holdings’ Amended and Restated Annual Incentive Plan. Your Annual Bonus will have an incentive target equal to 100% of Base Salary (the “Target Bonus”) with the range of bonus payout to be from 0% to 200% of Base Salary, depending upon the achievement of performance objectives established under the Amended and Restated Annual Incentive Plan. For purposes of your Annual Bonus for fiscal year 2006, your Base Salary shall be US$425,000. Your Annual Bonus will be paid in accordance with the terms of the Amended and Restated Annual Incentive Plan following the end of the applicable fiscal year, subject to such terms and conditions as the Compensation Committee of the Board of Directors of Platinum Holdings (the “Committee”) shall require and in such form as determined by the Committee. A portion of your bonus will be paid in the form of restricted share units (the “Bonus RSUs”), the terms of which will be set forth in an Award Agreement for Restricted Share Units between you and Platinum Holdings.

     5. Equity Awards.

          (a) Grant of Restricted Common Shares. On February 28, 2006, you will be granted by Platinum Holdings under the terms of Platinum Holdings’ 2002 Share Incentive Plan (the “2002 Plan”) an award of restricted shares (the “Restricted Shares”), the terms of which will be provided for in a Restricted Share Award Agreement between you and Platinum Holdings.

          (b) Grant of Options. On February 28, 2006, you will be granted by Platinum Holdings under the terms of the 2002 Plan an award of options (the “Options”) to purchase common shares, par value US$0.01 per share, of Platinum Holdings (the “Common Shares”) with an exercise price per Common Share equal to the “Fair Market Value” (as defined in the 2002 Plan) of a Common Share on the date of grant. The terms of the Options will be provided for in a Nonqualified Share Option Agreement between you and Platinum Holdings; provided, however, that, notwithstanding any provision in the Nonqualified Share Option Agreement to the contrary, the Options shall become fully and immediately vested and exercisable upon the termination of your employment for Good Reason or without Cause.

          (c) You shall not be entitled to receive any additional awards of Common Shares, restricted Common Shares, options or other equity securities of Platinum Holdings until March 2009.

     6. Executive Incentive Plan Awards.

          During the Term, you will be a participant in Platinum Holdings’ Amended and Restated Executive Incentive Plan. During each year of the Term, it is expected that you will be granted a target annual award opportunity of 75% of your Base Salary, payable if certain performance objectives are achieved by Platinum Holdings over a multi-year period (each, an “EIP Award”). The actual amount, the terms and conditions and the form of payment of any EIP Award will be determined by the Committee in its sole discretion, in accordance with the terms of the Amended and Restated Executive Incentive Plan.

     7. Share Ownership Guidelines.

          You will be required to accumulate 30,000 Common Shares in accordance with the Share Ownership Guidelines adopted by the Board of Directors of Platinum Holdings (the “Guidelines”) before selling any Common Shares received under any of Platinum Holdings’ compensation plans, subject to certain exceptions set forth in the Guidelines.

     8. Employee Benefits.

          During the Term, you will be eligible to participate in the employee benefit plans and arrangements that are generally available to senior executives of Platinum Bermuda, subject to the terms and conditions of such plans and arrangements. The Board of Directors of Platinum Bermuda reserves the right to amend or terminate any employee benefit plan or arrangement at any time, and to adopt any new plan or arrangement.

     9. Platinum Expatriate Benefits.

          Platinum Bermuda will pay you US$50,000 for the costs and expenses reasonably incurred by you (including duty taxes) in connection with your family’s relocation to Bermuda. Platinum Bermuda will provide you with a housing and living allowance of US$22,500 per month and a car allowance of US$700 per month during the Term. You will be responsible for any tax liability associated with these payments.

     10. Business Expenses.

          During the Term, Platinum Bermuda will reimburse you for all reasonable expenses incurred by you in carrying out your duties and responsibilities under this Letter Agreement in accordance with its policies for senior executives as in effect from time to time.

     11. Termination of Employment.

          (a) Termination for Good Reason or Without Cause. If you terminate your employment during the Term for Good Reason or if your employment is terminated during the Term by Platinum Bermuda without Cause, (i) you will receive, immediately upon the

effectiveness of such termination, a lump sum cash payment equal to the sum of (A) one year’s Base Salary and Target Bonus and (B) any earned but unpaid Base Salary and other amounts (including reimbursable expenses and any vested amounts or benefits under Platinum Bermuda’s employee benefit plans or arrangements) accrued or owing through the date of effectiveness of such termination under the terms of the applicable arrangement; and (ii) your Bonus RSUs, Restricted Shares, Options and EIP Awards will vest in accordance with their respective terms except as otherwise set forth herein. The foregoing payment and vesting will be conditioned upon you executing and honoring a standard waiver and release of claims in favor of Platinum Bermuda in a form determined by Platinum Bermuda.

          (b) Termination Other than for Good Reason; Termination for Cause. If you terminate your employment during the Term other than for Good Reason or if your employment is terminated by Platinum Bermuda during the Term for Cause, all Bonus RSUs, Restricted Shares, Options and EIP Awards will be forfeited in accordance with their respective terms and you will receive no further payments, compensation or benefits under this Letter Agreement, except you will receive, upon the effectiveness of such termination, any earned but unpaid Base Salary and other amounts (including reimbursable expenses and any vested amounts or benefits under Platinum Bermuda’s employee benefit plans or arrangements) accrued or owing through the date of effectiveness of such termination under the terms of the applicable arrangement.

          (c) Death or Disability. Upon the termination of your employment during the Term on account of your death or “Disability” (as defined below), (i) you or your beneficiaries will receive (A) a pro-rata portion through the date of effectiveness of such termination of your Target Bonus for the year of termination and (B) any earned but unpaid Base Salary and other amounts (including reimbursable expenses and any vested amounts or benefits under Platinum Bermuda’s employee benefit plans or arrangements) accrued or owing through the date of effectiveness of such termination under the terms of the applicable arrangement; and (ii) your Bonus RSUs, Restricted Shares, Options and EIP Awards will vest in accordance with their respective terms except as otherwise set forth herein.

     (d) Definitions.

          (i) Cause. For purposes of this Letter Agreement, “Cause” means (A) your willful and continued failure to substantially perform your duties hereunder; (B) your conviction of, or plea of guilty or nolo contendere to, a felony or other crime involving moral turpitude; (C) your engagement in any malfeasance or fraud or dishonesty of a substantial nature in connection with your position with Platinum Bermuda, or other willful act that materially damages the reputation of Platinum Bermuda; (D) your breach of any restrictive covenants in Section 12 hereof or in any option or other award agreement between you and Platinum Holdings; or (E) prior to the accumulation of 30,000 Common Shares by you, the sale, transfer or hypothecation by you during the Term of Common Shares in violation of the Guidelines.

          (ii) Good Reason. For purposes of this Letter Agreement, “Good Reason” means, without your express written consent, (A) Platinum Bermuda reduces your Base Salary or your Target Bonus; (B) Platinum Bermuda reduces the scope of your duties, responsibilities or authority; (C) you are required to report to anyone other than the

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Chairman of Platinum Bermuda; (D) you are required to be principally based other than in Platinum Bermuda’s offices in Bermuda; or (E) Platinum Bermuda breaches any other material provision of this Letter Agreement; provided, however, that if you voluntarily consent to any reduction or change described above in lieu of exercising your right to resign for Good Reason and deliver such consent to Platinum Bermuda in writing, then such reduction or change shall not constitute “Good Reason” hereunder, but you shall have the right to resign for Good Reason under this Letter Agreement as a result of any subsequent reduction or change described above.

          (iii) Disability. For purposes of this Letter Agreement, “Disability” means a termination of your employment by Platinum Bermuda, if you have been rendered incapable of performing your duties by reason of any medically determined physical or mental impairment that can be expected to result in death or that can be expected to last for a period of either (A) six or more consecutive months from the first date of your absence due to the disability or (B) nine or more months during any twelve-month period.

12. Covenants.

          In exchange for the remuneration outlined above, in addition to providing services to Platinum Bermuda as set forth in this Letter Agreement, you agree to the following covenants, which you agree are intended to survive the Term and any termination or expiration of this Letter Agreement:

          (a) Confidentiality. During the period of your employment and for all periods following any termination of your employment for any reason, you will keep confidential any trade secrets and confidential or proprietary information of Platinum Bermuda or Platinum Re (UK) Limited (“Platinum UK”) which are now known to you or which hereafter may become known to you as a result of your employment or association with Platinum Bermuda or Platinum UK, and will not at any time, directly or indirectly, disclose any such information to any person, firm or corporation, or use the same in any way other than in connection with the business of Platinum Bermuda during, and at all times after, the termination of your employment. For purposes of this Letter Agreement, “trade secrets and confidential or proprietary information” means information unique to Platinum Bermuda or Platinum UK which has a significant business purpose and is not known or generally available from sources outside Platinum Bermuda or Platinum UK or typical of industry practice, but shall not include any of the foregoing (i) information that becomes a matter of public record or is published in a newspaper, magazine or other periodical available to the general public, other than as a result of any act or omission by you or (ii) information that is required to be disclosed by any law, regulation or order of any court or regulatory commission, department or agency, provided that you give prompt notice of such requirement to Platinum Bermuda or Platinum UK to enable Platinum Bermuda or Platinum UK to seek an appropriate protective order or confidential treatment.

          (b) Non-Solicitation. You further covenant that during the term of your employment with Platinum Bermuda and during the fifteen-month period following termination of such employment for any reason, you will not, without the prior written consent of Platinum Bermuda or Platinum UK, directly or indirectly, hire, or cause to be hired by an enterprise with which you may ultimately become associated, any senior executive of Platinum Bermuda or

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Platinum UK at the time of termination of your employment with Platinum Bermuda (defined for such purposes to include executives to whom you report, that report directly to you or that report directly to such executives that report directly to you).

          (c) Enforcement. You acknowledge that if you breach any provision of this Section 12, Platinum Bermuda will suffer irreparable injury. It is therefore agreed that Platinum Bermuda shall have the right to enjoin any such breach, without posting any bond, if permitted by a court of the applicable jurisdiction. You hereby waive the adequacy of a remedy at law as a defense to such relief. The existence of this right to injunctive, or other equitable relief, shall not limit any other rights or remedies which Platinum Bermuda may have at law or in equity including, without limitation, the right to monetary, compensatory and punitive damages. You acknowledge and agree that the provisions of this Section 12 are reasonable and necessary for the successful operation of Platinum Bermuda. In the event an arbitrator or a court of competent jurisdiction determines that you have breached your obligations in any material respect under this Section 12, Platinum Bermuda, in addition to pursuing all available remedies under this Letter Agreement, at law or otherwise, and without limiting its right to pursue the same shall cease all payments to you under this Letter Agreement. If any provision of this Section 12 is determined by a court of competent jurisdiction to be not enforceable in the manner set forth in this Letter Agreement, you and Platinum Bermuda agree that it is the intention of the parties that such provision should be enforceable to the maximum extent possible under applicable law. If any provisions of this Section 12 are held to be invalid or unenforceable, such invalidation or unenforceability shall not affect the validity or enforceability of any other provision of this Letter Agreement (or any portion thereof).

     13. Miscellaneous Provisions.

          (a) All compensation paid to you under this Letter Agreement shall be subject to all applicable income tax, employment tax and all other federal, state and local tax withholdings and deductions.

          (b) This Letter Agreement constitutes the entire agreement between you and Platinum Bermuda with respect to the subject matter hereof and supercedes any and all prior agreements or understandings between you and Platinum Bermuda or any of its subsidiaries or affiliates with respect to the subject matter hereof, whether written or oral. This Letter Agreement may not be amended or terminated without the prior written consent of you and Platinum Bermuda.

          (c) This Letter Agreement may be executed in any number of counterparts which together will constitute but one agreement.

          (d) This Letter Agreement will be binding on and inure to the benefit of Platinum Bermuda’s respective successors and, in your case, your heirs and other legal representatives. Other than as provided herein, the rights and obligations described in this Letter Agreement may not be assigned by either party without the prior written consent of the other party.

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          (e) Subject to Section 12(c) of this Letter Agreement, all disputes arising under or related to this Letter Agreement will be settled by arbitration under the Commercial Arbitration Rules of the American Arbitration Association then in effect as the sole and exclusive remedy of either party. Such arbitration shall be held in New York City. Any judgment on the award rendered by such arbitration may be entered in any court having jurisdiction over such matters. Each party’s costs and expenses of such arbitration, including reasonable attorney fees and expenses, shall be borne by such party, unless you are, in whole, and not in part, the prevailing party in the award entered in such arbitration, in which case, all such costs and expenses shall be borne by Platinum Bermuda.

          (f) All notices under this Letter Agreement will be in writing and will be deemed effective when delivered in person, or five (5) days after deposit thereof in the mails, postage prepaid, for delivery as registered or certified mail, addressed to the respective party at the address set forth below or to such other address as may hereafter be designated by like notice. Unless otherwise notified as set forth above, notice will be sent to each party as follows:

          Robert S. Porter, to:

               The address maintained in Platinum Bermuda’s records

          Platinum Bermuda, to:

Platinum Underwriters Bermuda, Ltd.
The Belvedere Building
69 Pitts Bay Road
Pembroke HM08, Bermuda
Attention: Chairman

In lieu of personal notice or notice by deposit in the mail, a party may give notice by confirmed fax or e-mail, which will be effective upon receipt.

          (g) This Letter Agreement will be governed by and construed and enforced in accordance with the laws of the State of New York without reference to rules relating to conflict of laws.

          (h) This Letter Agreement supercedes any inconsistent provisions of any plan or arrangement that would otherwise be applicable to you to the extent such provisions would limit any rights granted to you hereunder or expand any restrictions imposed on you hereby.

          If this Letter Agreement correctly reflects your understanding, please sign and return one copy to me for Platinum Bermuda’s records.

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Platinum Underwriters Bermuda, Ltd.
By:	/s/ Michael D. Price
	Michael D. Price
	Chairman

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The above Letter Agreement correctly reflects our understanding, and I hereby confirm my agreement to the same.

/s/ Robert S. Porter
Robert S. Porter

Dated as of February 26, 2006

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EX-10.3

Exhibit 10.3

NONEMPLOYEE DIRECTOR SHARE UNIT AWARD AGREEMENT

Platinum Underwriters Holdings, Ltd.
2002 Share Incentive Plan (or Successor Plan)

          This NONEMPLOYEE DIRECTOR SHARE UNIT AWARD AGREEMENT (this “Agreement”) made as of this                                          day of                                         , 20                    , between Platinum Underwriters Holdings, Ltd., a Bermuda company (the “Company”), and                                         (the “Participant”), is made pursuant to the terms of the 2002 Share Incentive Plan or any successor plan (the “Plan”). The applicable terms of the Plan are incorporated herein by reference, and capitalized terms used herein but not defined shall have the meanings set forth in the Plan.

          Section 1. Share Unit Award. The Company hereby grants to the Participant, on the terms and conditions set forth herein, an Award of ___ Share Units (the “Share Units”). The Share Units are notional, non-voting units of measurement based on the Fair Market Value of the Common Shares, which will entitle the Participant to receive a payment, subject to the terms hereof, in Common Shares within thirty (30) days following the applicable vesting date.

          Section 2. Vesting Requirements.

          A. Time-Based Vesting. The Share Units hereunder shall become fully vested on the earlier to occur of the first anniversary of the date hereof, and the date of the Company’s next Annual General Meeting of Shareholders following the date hereof, subject to the Participant’s continued service with the Company through the applicable vesting date.

          B. Accelerated Vesting. Notwithstanding the foregoing, upon the Participant’s death or disability (within the meaning of Section 409A(a)(2)(C) of the Code (a “Disability”)), or upon the occurrence of a Change in Control, the Share Units shall become fully vested, and shall be payable in accordance with Section 5 hereof, to the extent that they have not previously been forfeited in accordance with Section 3 hereof.

          Section 3. Termination of Service. In the event of the Participant’s termination of service for any reason other than death or Disability, the Share Units shall be forfeited and automatically cancelled without further action of the Company.

          Section 4. Dividend Equivalent Rights. In the event that any dividends are paid on Common Shares during the term hereof, the Participant shall be credited with Dividend Equivalent Rights in respect of the dividends paid on the Common Shares to which the Participant will be entitled upon the vesting of the Share Units. Such Dividend Equivalent Rights will accumulate as dollar amounts (and not as additional Share Units), subject to the terms hereof. All such Dividend Equivalent Rights shall be subject to the same vesting requirements that apply to the Share Units from which the Dividend Equivalent Rights are derived.

          Section 5. Payment of Award. Payment of vested Share Units shall be made in Common Shares within thirty (30) days following the applicable vesting date (or within 30 days following the acceleration of vesting) as set forth in Section 2 hereof. Notwithstanding the foregoing, any Dividend Equivalent Rights credited pursuant to Section 4 hereof shall be paid to the Participant in cash at the time that the Common Shares are paid hereunder.

          Section 6. Restrictions on Transfer. No portion of the Share Units may be sold, assigned, transferred, encumbered, hypothecated or pledged by the Participant, other than to the Company as a result of forfeiture of the Share Units as provided herein, unless and until the payment of the Share Units in accordance with Section 5 hereof.

          Section 7. Limitation of Rights. The Participant shall not have any privileges of a shareholder of the Company with respect to the Common Shares payable hereunder, including without limitation any right to vote such shares or to receive dividends or other distributions in respect thereof (other than as provided in Section 4 hereof), until the date of the issuance to the Participant of a share certificate evidencing such Common Shares.

          Section 8. Changes in Capitalization. The Award shall be subject to the provisions of the Plan relating to adjustments for changes in corporate capitalization.

          Section 9. Notices. Any notice hereunder by the Participant shall be given to the Company in writing and such notice shall be deemed duly given only upon receipt thereof by the Secretary of the Company. Any notice hereunder by the Company shall be given to the Participant in writing and such notice shall be deemed duly given only upon receipt thereof at such address as the Participant may have on file with the Company.

          Section 10. Construction. This Agreement and the Award evidenced hereby are granted by the Company pursuant to the Plan and are in all respects subject to the terms and conditions of the Plan. The Participant hereby acknowledges that a copy of the Plan has been delivered to the Participant and accepts the Share Units hereunder subject to all terms and provisions of the Plan, which is incorporated herein by reference. In the event of a conflict or ambiguity between any term or provision contained herein and a term or provision of the Plan, then the Plan shall govern and prevail. The construction of and decisions under the Plan and this Agreement are vested in the Board, whose determinations shall be final, conclusive and binding upon the Participant.

          Section 11. Governing Law. This Agreement shall be construed and enforced in accordance with the laws of the State of New York, without giving effect to the choice of law principles thereof.

          Section 12. Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed to be an original but all of which together shall constitute one and the same instrument.

          Section 13. Binding Effect. This Agreement shall be binding upon and inure to the benefit of the legatees, distributees, and personal representatives of the Participant and the successors of the Company.

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          Section 14. Entire Agreement. This Agreement and the Plan constitute the entire agreement between the parties with respect to the subject matter hereof and thereof, merging any and all prior agreements.

[SIGNATURES ON FOLLOWING PAGE]

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          IN WITNESS WHEREOF, the Company and the Participant have executed this Agreement effective as of the date first above written.

PLATINUM UNDERWRITERS HOLDINGS, LTD.

By:

Name:

Title:

PARTICIPANT

By:

Print Name:

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EX-10.4

Exhibit 10.4

PLATINUM UNDERWRITERS HOLDINGS, LTD.

AMENDED AND RESTATED EXECUTIVE INCENTIVE PLAN

Section 1. Purpose

     The purpose of this Platinum Underwriters Holdings, Ltd. Amended and Restated Executive Incentive Plan is to attract, retain and motivate executive officers and other select senior officers of the Company by providing them with an opportunity to earn long-term incentive compensation based on the performance of the Company. The Plan is designed to promote the interests of the Company and its shareholders by motivating superior performance by key personnel to achieve the Company’s objectives.

Section 2. Definitions

     The following capitalized terms as used herein shall have the following meanings:

     (a) “Annual ROE” means the sum of the Quarterly ROE for each fiscal quarter in a Plan Year.

     (b) “Average Annual ROE” means the sum of the Annual ROE for each completed Plan Year in a Performance Cycle divided by the number of completed Plan Years in the Performance Cycle, provided that two or more completed fiscal quarters may, in the discretion of the Committee, constitute a completed Plan Year.

     (c) “Award” means a Share Unit Award granted to a Participant under the Plan.

     (d) “Base Salary” means, in the sole discretion of the Committee, (i) a Participant’s annual base salary as in effect at the time determined by the Committee for purposes of an Award hereunder, or (ii) the annual average of the base salary paid to a Participant during a Performance Cycle, in each case, disregarding any deferrals, offsets or withholdings therefrom.

     (e) “Board” means the Board of Directors of Platinum Underwriters Holdings, Ltd., a Bermuda company.

     (f) “Change in Control” shall have the meaning set forth in the Share Incentive Plan, as in effect on the relevant date of determination.

     (g) “Committee” means the Compensation Committee of the Board, or such other committee of the Board that the Board shall designate from time to time to administer the Plan.

     (h) “Common Shares” means the common shares of Platinum Underwriters Holdings, Ltd., a Bermuda company, par value $0.01 per share.

     (i) “Company” means Platinum Underwriters Holdings, Ltd., a Bermuda company, and its subsidiaries.

     (j) “Participant” means an employee of the Company who has been granted an Award under the Plan.

     (k) “Performance Cycle” means any period consisting of three consecutive Plan Years in which performance under the Plan shall be measured, or such other period as the Committee shall determine in its sole discretion.

     (l) “Performance Percentage” means the percentage applicable to the degree of achievement with respect to Average Annual ROE for a Performance Cycle by which the number of Share Units subject to a Participant’s Award for such Performance Cycle shall be multiplied to determine the payout to such Participant in respect of such Award, as determined by the Committee and set forth in a schedule for a given Performance Cycle. The Performance Percentage for a degree of achievement which falls between particular levels of Average Annual ROE set forth in such schedule for a given Performance Cycle shall be determined by straight line interpolation.

     (m) “Plan” means this Platinum Underwriters Holdings, Ltd. Amended and Restated Executive Incentive Plan, as it may be amended and restated from time to time.

     (n) “Plan Year” means each calendar year in which the Plan shall be in effect.

     (o) “Quarterly ROE” means: (i) net income (loss) available to common shareholders as shown on the Company’s consolidated financial statements for a fiscal quarter prepared in accordance with accounting principles generally accepted in the United States less dividends declared and payable to holders of the Company’s preferred shares issued and outstanding as of the end of the fiscal quarter, divided by (ii) total shareholders’ equity as shown on such consolidated financial statements less the aggregate par value and additional paid in capital attributable to the Company’s preferred shares issued and outstanding as of the end of the fiscal quarter, disregarding any unrealized capital gains and losses.

     (p) “Share Incentive Plan” means the Company’s 2006 Share Incentive Plan, as it may be amended and restated from time to time, or any successor plan thereto.

     (q) “Share Ownership Guidelines” means the share ownership guidelines for executive officers of the Company adopted by the Board, as may be amended by the Board from time to time in its sole discretion.

     (r) “Share Units” means a non-voting unit of measurement based on the Common Shares, which entitles a Participant to receive a payment in cash or Common Shares, as determined by the Committee upon the payment of an Award.

     (s) “Share Unit Award” means an Award pursuant to the terms of the Plan and the Share Incentive Plan entitling a Participant to a payment based on the Fair Market Value (as defined in the Share Incentive Plan) of the Common Shares as of the date of payment of the Award.

     (t) “Threshold Average Annual ROE” means the threshold level for purposes of the Plan of the Average Annual ROE of the Company for all Plan Years in a Performance Cycle, as

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established by the Committee in its sole discretion, below which no payment in respect of an Award shall be made.

Section 3. Plan Administration

     (a) Committee Members. The Plan shall be administered by the Committee. 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. 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 hereunder.

     (b) Discretionary Authority. Subject to the express limitations of the Plan, the Committee shall have authority in its sole discretion to determine the time or times at which Awards may be granted, the recipients of Awards, the form of payment under an Award and all other terms of an Award. 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 the administration of the Plan. The Committee may prescribe, amend, and rescind rules and regulations relating to the Plan. All interpretations, determinations, and actions by the Committee shall be final, conclusive, and binding upon all parties.

     (c) 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. 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.

Section 4. Eligibility and Participation

     The executive officers and other senior officers of the Company who are designated by the Committee in its sole discretion shall be eligible to participate in the Plan for any Performance Cycle. Each such eligible employee who is designated by the Committee to receive an Award for a Performance Cycle shall become a Participant in the Plan with respect to such Performance Cycle. All Participants shall be designated by the Committee on a prospective basis only with respect to Performance Cycles commencing on or after the date of participation.

Section 5. Grant of Awards

     (a) General. Within ninety (90) days following the commencement of a Performance Cycle, the Committee may grant to a Participant under the Plan an Award specifying a number of Share Units subject to the Award. The Committee shall establish on a prospective basis a schedule of Performance Percentages to be applied to a Participant’s Award relative to the

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Company’s achievement of certain levels of Average Annual ROE, which shall include a Threshold Average Annual ROE. The Committee shall also establish for each Performance Cycle the terms and conditions of Awards under the Plan. The amount payable under an Award shall be determined by multiplying the applicable Performance Percentage based on the degree of achievement of Average Annual ROE for a given Performance Cycle by the number of Share Units subject to a Participant’s Award in respect of such Performance Cycle. Any fractional Share Units resulting from the foregoing calculation shall be rounded upwards to the nearest whole Share Unit.

     (b) Performance Cycles. The Committee is authorized in its sole discretion to determine the length of any Performance Cycle and to establish new Performance Cycles on an annual basis. Performance Cycles may commence each Plan Year and may be overlapping. There shall be no requirement of conformity among different Performance Cycles with respect to their duration, the applicable Threshold Average Annual ROE, the Performance Percentages or the Participants.

     (c) Average Annual ROE. Awards under the Plan are based upon the Average Annual ROE of the Company for a Performance Cycle. Average Annual ROE may be determined by the Committee after excluding charges for restructurings, discontinued operations, extraordinary items, and other unusual or non-recurring items, and the cumulative effects of accounting changes, or taking into account such other factors as the Committee deems appropriate in its sole discretion to adjust the measure of Average Annual ROE for any Plan Year during a Performance Cycle.

Section 6. Payment of Awards

     (a) Form and Timing of Payment. Payment of Awards under the Plan shall be made in cash, Common Shares, or any combination thereof, as determined by the Committee in its sole discretion taking into account the Company’s Share Ownership Guidelines. Subject to the requirements of section 409A of the Internal Revenue Code, Awards shall be paid to Participants at such time or times as the Committee shall determine in its sole discretion following the Committee’s review and approval of the financial results for a completed Performance Cycle.

     (b) Tax Withholding. All payments under the Plan shall be subject to applicable income and employment taxes and any other amounts that the Company is required by law to deduct and withhold from such payments.

Section 7. Termination of Employment

     (a) General Rule. Subject to the provisions of Section 7(b) hereof, the obligation of the Company to make payment of an Award to a Participant hereunder is conditioned upon the continued employment of the Participant with the Company at the time of payment of an Award hereunder. If the employment of a Participant with the Company is terminated for any reason, at any time prior to the time of payment of an Award hereunder, the Award shall be forfeited and automatically be cancelled without further action of the Company, unless otherwise provided by the Committee.

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     (b) Exceptions. The Committee may, in its sole discretion, provide for the payment of an Award in the event a Participant’s employment with the Company is terminated for any reason including, but not limited to, a termination by the Company without cause or as a result of the Participant’s death or disability. Such payment may be made on a pro-rated or accelerated basis as determined by the Committee in its sole discretion. To the extent that a Participant is a party to an employment agreement with the Company containing provisions for the treatment of Awards under the Plan upon a termination of employment, such provisions of the employment agreement shall govern and control for purposes of this Section 7.

Section 8. Change in Control

     In the event of a Change in Control of the Company, each Participant shall, subject to the continued employment of the Participant with the Company at the time of the Change in Control, receive a payment in respect of an outstanding Award on a pro rata basis, based on the period of service by the Participant and the performance levels (Average Annual ROE vs. Threshold Average Annual ROE) achieved by the Company for the Performance Cycle as of the end of the fiscal quarter immediately preceding the date of the Change in Control, as determined by the Committee prior to the Change in Control. Any payment made under this Section 8 shall be made as soon as practicable following the occurrence of the Change in Control. To the extent that a Participant is a party to an employment agreement with the Company containing provisions for the treatment of Awards under the Plan upon a Change in Control, such provisions of the employment agreement shall govern and control for purposes of this Section 8.

Section 9. General Provisions

     (a) Effective Date. The Plan shall be effective with respect to Plan Years and Performance Cycles beginning on or after January 1, 2006.

     (b) Amendment and Termination. The Company may, from time to time, by action of the Board, amend, suspend or terminate any or all of the provisions of the Plan, but no such amendment, suspension or termination shall adversely affect the rights of any Participant with respect to Awards then outstanding.

     (c) Coordination with Section 162(m) Plan. All Awards granted under the Plan to Participants who shall also be Participants in the Company’s “Section 162(m) Performance Incentive Plan” for a Plan Year or Performance Cycle shall be subject to the terms and conditions of such plan, and in the event of any conflict, the terms of the Section 162(m) Performance Incentive Plan shall govern and control.

     (d) Section 409A Compliance. To the extent applicable, it is intended that the Plan comply with the provisions of section 409A of the Internal Revenue Code, and the Plan shall be construed and applied in a manner consistent with this intent. Any provision that would cause any amount payable under the Plan to be includible in the gross income of a Participant under section 409A(a)(1) of the Internal Revenue Code shall have no force and effect. Notwithstanding any other provision of the Plan to the contrary, the Board may amend the Plan and any outstanding Award solely to comply with any new regulations or other guidance from

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the Internal Revenue Service under section 409A of the Internal Revenue Code without the consent of the Participant.

     (e) No Right to Employment. Nothing in the Plan shall be deemed to give any Participant the right to remain employed by the Company or to limit, in any way, the right of the Company to terminate, or to change the terms of, a Participant’s employment at any time.

     (f) No Presumption of Awards. Neither the adoption of the Plan by the Board nor any of the terms of the Plan shall be deemed to create any rights of an employee to the grant of an Award hereunder, nor to obligate the Company to grant any Awards under the Plan for any Plan Year.

     (g) Governing Law. The Plan shall be governed by and construed in accordance with the laws of New York, without regard to choice-of-law rules thereof.

PLATINUM UNDERWRITERS HOLDINGS, LTD.

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EX-10.5

Exhibit 10.5

EIP SHARE UNIT AWARD AGREEMENT

Platinum Underwriters Holdings, Ltd.
Amended and Restated Executive Incentive Plan

          This EIP SHARE UNIT AWARD AGREEMENT (this “Agreement”) made as of this                                          day of                                         , 20                    , between Platinum Underwriters Holdings, Ltd., a Bermuda company (the “Company”), and                                         (the “Participant”), is made pursuant to the terms of the Company’s Amended and Restated Executive Incentive Plan (the “Plan”) in conjunction with the Company’s 2002 Share Incentive Plan or any successor plan (the “Share Incentive Plan”).

          Section 1. Definitions. Capitalized terms used herein but not defined shall have the meanings set forth in the Plan. For purposes of this Agreement, the terms “disability,” “separation from service” and “specified employee” shall have the meanings attributed to such terms under section 409A of the Internal Revenue Code and the treasury regulations and other guidance promulgated thereunder.

          Section 2. Share Unit Award. The Company hereby grants to the Participant a Share Unit Award of                      share units (the “Share Units”) in respect of the                      Performance Cycle (the “Performance Cycle”) under the Plan. The Share Units are notional, non-voting units of measurement based on the Fair Market Value (as defined in the Share Incentive Plan) of the Common Shares, which will entitle the Participant to receive a payment, subject to the terms hereof, in Common Shares within thirty (30) days following the Vesting Date (as defined below).

          Section 3. Vesting Requirements. The Share Units shall become fully vested on the third anniversary of the date hereof or such later date as the Committee shall have reviewed and approved the financial results of the Company for the Performance Cycle (the “Vesting Date”), subject to the Participant’s continued employment with the Company or any of its subsidiaries through the Vesting Date, provided that in no event shall the Vesting Date be later than March 1,                .

          Section 4. Termination of Employment.

          (a) General Rule. Subject to the provisions of Section 4(b) hereof, in the event of the Participant’s termination of employment with the Company or any of its subsidiaries for any reason prior to the Vesting Date, the Share Units shall be immediately forfeited and automatically cancelled without further action of the Company.

          (b) Exceptions. Notwithstanding the provisions of Section 4(a) hereof, in the event of the Participant’s termination of employment with the Company or any of its subsidiaries prior to the Vesting Date (i) by the Company without “Cause” (as defined below), (ii) as a result of death or “disability,” or (iii) upon the Participant’s retirement from the Company with the consent of the Committee, the Participant shall be entitled to receive a payment in respect of the Share Units on a prorated basis, based on the period of the Participant’s service with the

Company and the performance levels achieved by the Company for the Performance Cycle as of the end of the fiscal quarter following the date of termination. For purposes hereof, the term “Cause” shall mean: (i) the Participant’s willful and continued failure to substantially perform the Participant’s duties to the Company or any subsidiaries of the Company; (ii) the Participant’s conviction of, or plea of guilty or nolo contendere to, a felony or other crime involving moral turpitude; (iii) the Participant’s engagement in any malfeasance or fraud or dishonesty of a substantial nature in connection with the Participant’s position with the Company or any of its subsidiaries, or other willful act that materially damages the reputation of the Company or any of its subsidiaries; (iv) the Participant’s breach of any restrictive covenants agreed to between the Participant and the Company or any subsidiaries of the Company; or (v) the sale, transfer or hypothecation by the Participant, prior to the payment in respect of the Award hereunder, of Common Shares in violation of the Share Ownership Guidelines. Notwithstanding the foregoing, the Participant’s employment will be treated as having been terminated without Cause under this Agreement in the event of any termination by the Company or any subsidiary of the Company without “cause” or by the Participant for “good reason,” as such terms or comparable terms are defined under any employment agreement in effect from time to time between the Participant and the Company or any subsidiary of the Company.

          Section 5. Payment of Award.

          (a) General. Subject to the provisions of Sections 5(c) and 5(d) hereof, payment in respect of the Award hereunder (including any pro rated payment that becomes due hereunder pursuant to Section 4(b) hereof) shall be made in Common Shares within thirty (30) days following the Vesting Date. The amount of the payment to be made in respect of the Award will be determined in accordance with the terms of this Agreement, the Plan and the payment schedule set forth as Exhibit A hereto, which is based on the degree of the Company’s achievement of Average Annual ROE (i.e. return on equity) during the Performance Cycle.

          (b) Withholding. The payment in respect of the Share Units shall be made to the Participant after deduction of applicable withholding taxes in the amount determined by the Committee, which shall be withheld at the applicable supplemental wage withholding rate, or such other rate as determined by the Committee, provided that such amount shall not exceed the Participant’s estimated federal, state and local tax obligation with respect to payment in respect of the Share Units. In lieu of the foregoing, the Committee may allow the Participant to pay the applicable withholding taxes to the Company in cash or such other form as approved by the Committee.

          (c) Payments to “Specified Employees” Under Certain Circumstances. Notwithstanding the provisions of Section 5(a) hereof, if the Participant is deemed a “specified employee” at a time when such Participant becomes eligible for payments upon a “separation

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from service” with the Company or any of its subsidiaries, such payments shall be made to the Participant on the date that is six (6) months following such “separation from service,” or upon the Participant’s death, if earlier.

          (d) Change in Control. Notwithstanding the provisions of Section 5(a) hereof, upon a Change in Control of the Company, the Participant shall receive payment in respect of the Award hereunder in accordance with the provisions of Section 7 of the Plan.

          Section 6. Restrictions on Transfer. No portion of the Share Units may be sold, assigned, transferred, encumbered, hypothecated or pledged by the Participant, other than to the Company as a result of forfeiture of the Share Units as provided herein, unless and until the payment of the Share Units in accordance with Section 5 hereof.

          Section 7. Limitation of Rights. The Participant shall not have any privileges of a shareholder of the Company with respect to the Common Shares payable hereunder, including without limitation any right to vote such shares or to receive dividends or other distributions in respect thereof, until the date of the issuance to the Participant of a share certificate evidencing such Common Shares. Nothing in this Agreement shall confer upon the Participant any right to continue as an employee of the Company or any subsidiary or to interfere in any way with any right of the Company to terminate the Participant’s employment at any time.

          Section 8. Changes in Capitalization. The Award shall be subject to the provisions of the Share Incentive Plan relating to adjustments for changes in corporate capitalization.

          Section 9. Notices. Any notice hereunder by the Participant shall be given to the Company in writing and such notice shall be deemed duly given only upon receipt thereof by the Secretary of the Company. Any notice hereunder by the Company shall be given to the Participant in writing and such notice shall be deemed duly given only upon receipt thereof at such address as the Participant may have on file with the Company.

          Section 10. Construction. This Agreement and the Award evidenced hereby are granted by the Company pursuant to the Plan and the Share Incentive Plan and are in all respects subject to the terms and conditions of the Plan and the Share Incentive Plan. The Participant hereby acknowledges that a copy of each of the Plan and the Share Incentive Plan has been delivered to the Participant and the Participant accepts the Share Units hereunder subject to all terms and provisions of the Plan and the Share Incentive Plan, which are incorporated herein by reference. In the event of a conflict or ambiguity between any term or provision contained herein and a term or provision of the Plan or the Share Incentive Plan, then the Plan or the Share Incentive Plan, as applicable, shall govern and prevail. The construction of and decisions under the Plan, the Share Incentive Plan and this Agreement are vested in the Committee, whose determinations shall be final, conclusive and binding upon the Participant.

          Section 11. Governing Law. This Agreement and the Award hereunder shall be governed by, and construed in accordance with, the laws of the State of New York, excluding the choice of law rules thereof.

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          Section 12. Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed to be an original but all of which together shall constitute one and the same instrument.

          Section 13. Binding Effect. This Agreement shall be binding upon and inure to the benefit of the legatees, distributees, and personal representatives of the Participant and the successors of the Company.

          Section 14. Entire Agreement. This Agreement and the Plan constitute the entire agreement between the parties with respect to the subject matter hereof and thereof, merging any and all prior agreements.

[SIGNATURES ON FOLLOWING PAGE]

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          IN WITNESS WHEREOF, the Company and the Participant have executed this Agreement effective as of the date first above written.

PLATINUM UNDERWRITERS HOLDINGS, LTD.

By:

Name:

Title:

PARTICIPANT

By:

Name:

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EX-10.6

Exhibit 10.6

PLATINUM UNDERWRITERS HOLDINGS, LTD.

AMENDED AND RESTATED ANNUAL INCENTIVE PLAN

Section 1. Purpose

     The purpose of this Platinum Underwriters Holdings, Ltd. Amended and Restated Annual Incentive Plan is to attract, retain and motivate officers and select managers of the Company by providing them with an opportunity to earn annual incentive compensation based on the financial performance of the business and individual performance. The Plan is designed to promote the interests of the Company and its shareholders by motivating superior performance by key personnel to achieve the Company’s objectives.

Section 2. Definitions

     The following capitalized words as used herein shall have the following meanings:

     (a) “Annual Base Salary” means the base salary per annum in effect as of the end of a Plan Year, disregarding any deferrals, offsets or withholdings from base salary.

     (b) “Annual Bonus” means the amount paid to a Participant pursuant to the Plan in respect of a Plan Year.

     (c) “Annual ROE” means the sum of the Quarterly ROE for each fiscal quarter in the Plan Year.

     (d) “Board” means the Board of Directors of Platinum Underwriters Holdings, Ltd., a Bermuda company.

     (e) “Bonus Pool” shall have the meaning set forth in Section 5(a) hereof.

     (f) “Change in Control” shall have the meaning set forth in the Share Incentive Plan, as in effect on the relevant date of determination.

     (g) “Committee” means the Compensation Committee of the Board, or such other committee of the Board that the Board shall designate from time to time to administer the Plan.

     (h) “Common Shares” means the common shares of Platinum Underwriters Holdings, Ltd., a Bermuda company, par value $0.01 per share.

     (i) “Company” means Platinum Underwriters Holdings, Ltd., a Bermuda company, and its subsidiaries.

     (j) “Net Income” means the consolidated net income of the Company for a Plan Year, as reported in the Company’s financial statements for such Plan Year in accordance with accounting principles generally accepted in the United States.

     (k) “Participant” means an employee of the Company who has been designated by the Committee to participate in the Plan.

     (l) “Performance Bonus Multiplier” shall have the meaning set forth in Section 5(e) hereof.

     (m) “Performance Criteria” shall have the meaning set forth in Section 5(c) hereof.

     (n) “Performance Goal” shall have the meaning set forth in Section 5(d) hereof.

     (o) “Plan” means this Platinum Underwriters Holdings, Ltd. Amended and Restated Annual Incentive Plan, as it may be amended and restated from time to time.

     (p) “Plan Year” means each calendar year in which the Plan shall be in effect.

     (q) “Quarterly ROE” means (i) net income (loss) available to common shareholders as shown on the Company’s consolidated financial statements for a fiscal quarter prepared in accordance with accounting principles generally accepted in the United States less dividends declared and payable to holders of the Company’s preferred shares issued and outstanding as of the end of the fiscal quarter, divided by (ii) total shareholders’ equity as shown on such consolidated financial statements less the aggregate par value and additional paid in capital attributable to the Company’s preferred shares issued and outstanding as of the end of the fiscal quarter, disregarding any unrealized capital gains and losses.

     (r) “Restricted Share Unit” means a non-voting unit of measurement based on the Common Shares, which entitles a Participant to receive a payment of cash or Common Shares, as determined by the Committee, with such vesting requirements as may be established by the Committee in a restricted share unit award agreement. Restricted Share Units shall be awarded pursuant to the terms of the Share Incentive Plan, and the number of Restricted Share Units issued shall be determined by the Committee by dividing all or a portion of the payment amount of an Annual Bonus by the Fair Market Value (as defined in the Share Incentive Plan) of the Common Shares as of the date of payment of the Annual Bonus.

     (s) “Share Incentive Plan” means the Company’s 2006 Share Incentive Plan, as it may be amended and restated from time to time, or any successor plan thereto.

     (t) “Target Bonus” means a Participant’s Annual Base Salary multiplied by a percentage of such Annual Base Salary, as established in respect of a Participant for a Plan Year.

Section 3. Plan Administration

     (a) Committee Members. The Plan shall be administered by the Committee. 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. 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 Annual Bonus paid hereunder.

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     (b) Discretionary Authority. Subject to the express limitations of the Plan, the Committee shall have authority in its sole discretion to determine the time or times at which Annual Bonuses may be paid, the recipients of Annual Bonuses, and all other terms and conditions associated with the payment of Annual Bonuses hereunder. 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 the administration of the Plan. The Committee may prescribe, amend, and rescind rules and regulations relating to the Plan. All interpretations, determinations, and actions by the Committee shall be final, conclusive, and binding upon all parties.

     (c) 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 determine the terms and conditions associated with the payment of Annual Bonuses under the Plan, subject to such limitations as the Committee shall determine. 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.

Section 4. Eligibility and Participation

     Employees of the Company who hold a position as an officer or manager of the Company shall be eligible to participate in the Plan for a Plan Year. Each such eligible employee who is designated by the Committee shall become a Participant in the Plan with respect to a Plan Year. The Committee may also designate persons who become employed, are transferred or are promoted after the beginning of a Plan Year to become Participants in the Plan. Designation by the Committee for participation in the Plan for a Plan Year shall not provide the Participant with any rights to the payment of an Annual Bonus for the Plan Year, regardless of the amount of the Bonus Pool for the Plan Year.

Section 5. Bonus Pool and Performance Measures

     (a) Determination of Bonus Pool. The aggregate bonus pool (the “Bonus Pool”) shall be determined as soon as practicable following the conclusion of each Plan Year and shall equal the sum of all Participants’ Target Bonuses multiplied by the applicable Performance Bonus Multiplier, subject to the approval of the Committee and the Board as provided in the Charter of the Compensation Committee of the Board, as in effect from time to time. Notwithstanding the foregoing, the Bonus Pool for a Plan Year shall in no event be less than $1,000,000 (or such other amount as approved by the Committee for a Plan Year). No Annual Bonuses may be paid prior to the approval of the Bonus Pool by the Committee and the Board.

     (b) Determination of Participants, Target Bonuses and Performance Measures. At the beginning of a Plan Year, the Committee shall determine in its sole discretion the Participants

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under the Plan, the Target Bonuses applicable to each of such Participants, the Performance Criteria, and the applicable Performance Goals relating to the Performance Criteria.

     (c) Performance Criteria. For purposes of the Plan, the “Performance Criteria” for a given Plan Year shall be one or any combination of the following, for the Company or any identified subsidiary or business unit, as may be selected by the Committee in its sole discretion at the beginning of the Plan Year: Net Income, Annual ROE, or such other measure of the Company’s performance selected and determined by the Committee in its sole discretion.

     (d) Performance Goals. For purposes of the Plan, the “Performance Goals” relative to the applicable Performance Criteria for a given Plan Year shall be the levels of achievement relating to such Performance Criteria as may be selected by the Committee in its sole discretion at the beginning of the Plan Year. The Performance Goals may be applied on an absolute basis or relative to an identified index or peer group, as specified by the Committee. The Performance Goals may be applied by the Committee after excluding charges for restructurings, discontinued operations, extraordinary items and other unusual or non-recurring items, and the cumulative effects of accounting changes, or taking into account such other factors as the Committee deems appropriate in its sole discretion.

     (e) Performance Bonus Multiplier. For purposes of the Plan, the term “Performance Bonus Multiplier” means the percentage applicable to the degree of achievement with respect to the Performance Goals by which a Participant’s Target Bonus shall be multiplied to determine the amount allocable to the Bonus Pool, as determined by the Committee and set forth in a schedule for a given Plan Year. The Performance Bonus Multiplier for a degree of achievement which falls between particular Performance Goals set forth in such schedule shall be determined by straight line interpolation.

Section 6. Payment of Annual Bonuses

     (a) Amount of Payment. As soon as practicable following the end of a Plan Year, the Committee shall determine in its sole discretion the Annual Bonus amounts to be paid from the Bonus Pool, if any, to Participants under the Plan in respect of such Plan Year. The Committee shall not be required to exhaust the entire Bonus Pool for the payment of Annual Bonuses in respect of a Plan Year. The Committee’s determinations regarding the amounts to be paid from the Bonus Pool need not be uniform and may be made by the Committee selectively among Participants, whether or not such Participants are similarly situated. The Committee shall, in its discretion, consider such factors as it deems relevant in making such determinations under the Plan including, without limitation, the achievement of certain Performance Goals by the Company, the performance of a business unit of the Company, the individual performance of a Participant, the Target Bonus of a Participant, the recommendations or advice of any officer or employee of the Company, or such other factors as the Committee deems appropriate. The Committee may provide for the payment of an Annual Bonus to a Participant that is less than, equal to or greater than such Participant’s Target Bonus, provided that the aggregate Annual Bonus amounts paid to all Participants under the Plan in respect of a Plan Year shall not exceed the Bonus Pool established for such Plan Year.

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     (b) Timing and Form of Payment. Subject to the requirements of section 409A of the Internal Revenue Code, the payment of Annual Bonuses under the Plan shall be made at such time or times as determined by the Committee in its sole discretion. Payment of Annual Bonuses shall be made in cash, Restricted Share Units or in a combination of cash and Restricted Share Units, as may be determined in the sole discretion of the Committee at the time of payment.

     (c) Tax Withholding. Any payment under the Plan shall be subject to applicable income and employment taxes and any other amounts that the Company is required by law to deduct and withhold from such payment.

Section 7. Termination of Employment

     (a) General Rule. Subject to the provisions of Section 7(b) hereof, the payment of an Annual Bonus under the Plan to a Participant is conditioned upon the continued employment of the Participant with the Company at the time of payment of the Annual Bonus. If the employment of a Participant with the Company is terminated for any reason, at any time prior to the time of payment of an Annual Bonus, the Participant shall not be entitled to receive an Annual Bonus under the Plan, unless otherwise provided by the Committee.

     (b) Exceptions. The Committee may, in its sole discretion, provide for the payment of an Annual Bonus in the event a Participant’s employment with the Company is terminated for any reason including, but not limited to, a termination by the Company without cause or as a result of the Participant’s death or disability. Such payment may be made on a pro-rated or accelerated basis as determined by the Committee in its sole discretion. To the extent that a Participant is a party to an employment agreement with the Company containing provisions for the treatment of an Annual Bonus under the Plan upon a termination of employment, such provisions of the employment agreement shall govern and control for purposes of this Section 7.

Section 8. Change in Control

     In the event of a Change in Control of the Company, each Participant shall, subject to the continued employment of the Participant with the Company at the time of the Change in Control, receive a payment in respect of the Participant’s Target Bonus on a pro rata basis, based on the period of service for the Plan Year prior to the Change in Control and the Performance Goals achieved by the Company as of the end of the fiscal quarter immediately preceding the date of the Change in Control, as determined by the Committee prior to the Change in Control in its sole discretion. To the extent that a Participant is a party to an employment agreement with the Company containing provisions for the treatment of an Annual Bonus under the Plan upon a Change in Control, such provisions of the employment agreement shall govern and control for purposes of this Section 8.

Section 9. General Provisions

     (a) Effective Date. The Plan shall be effective with respect to Plan Years beginning on or after January 1, 2006.

     (b) Amendment and Termination. The Company may, from time to time, by action of the Board, amend, suspend or terminate any or all of the provisions of the Plan.

5

     (c) Coordination with Section 162(m) Plan. All amounts paid to Participants who shall also be Participants in the Company’s “Section 162(m) Performance Incentive Plan” for a Plan Year shall, to the extent determined by the Committee, be subject to the terms and conditions of such plan, and in the event of any conflict, the terms of the Section 162(m) Performance Incentive Plan shall govern and control.

     (d) Section 409A Compliance. To the extent applicable, it is intended that the Plan comply with the provisions of section 409A of the Internal Revenue Code, and the Plan shall be construed and applied in a manner consistent with this intent. Any provision that would cause any amount payable under the Plan to be includible in the gross income of a Participant under section 409A(a)(1) of the Internal Revenue Code shall have no force and effect. Notwithstanding any other provision of the Plan to the contrary, the Board may amend the Plan solely to comply with any new regulations or other guidance from the Internal Revenue Service under section 409A of the Internal Revenue Code without the consent of the Participant.

     (e) No Right to Employment. Nothing in the Plan shall be deemed to give any Participant the right to remain employed by the Company or to limit, in any way, the right of the Company to terminate, or to change the terms of, a Participant’s employment at any time.

     (f) No Presumption of Plan Benefits. Neither the adoption of the Plan by the Board nor any of the terms of the Plan shall be deemed to create any rights of an employee to the payment of an Annual Bonus hereunder, nor to obligate the Company to pay any Annual Bonuses under the Plan for any Plan Year.

     (g) Governing Law. The Plan shall be governed by and construed in accordance with the laws of the State of New York, without regard to choice-of-law rules thereof.

PLATINUM UNDERWRITERS HOLDINGS, LTD.

6

EX-99.1

Exhibit 99.1

Contact:	Lily Outerbridge
	Investor Relations
	(441) 298-0760

PLATINUM UNDERWRITERS HOLDINGS, LTD. REPORTS

FOURTH QUARTER AND YEAR ENDED DECEMBER 31, 2005

FINANCIAL RESULTS AND QUARTERLY DIVIDEND

HAMILTON, BERMUDA, FEBRUARY 26, 2006 — Platinum Underwriters Holdings, Ltd. (NYSE: PTP) today reported a net loss to common shareholders of $103.3 million, or $1.94 per basic common share, for the quarter ended December 31, 2005 and a net loss of $138.2 million, or $3.01 per basic common share, for the year ended December 31, 2005.

The results for the quarter ended December 31, 2005 include the estimated net after-tax negative impact of approximately $153.4 million from hurricane Wilma, adverse development of $30.9 million related to hurricanes Katrina and Rita, net favorable development of $12.0 million from prior years and net investment income of $37.2 million, an increase of 41.7% from the quarter ended December 31, 2004.

The results for the year ended December 31, 2005 include the aggregate estimated net after-tax negative impact of approximately $459.0 million from hurricanes Katrina, Rita and Wilma, net favorable development of $79.3 million from prior years and net investment income of $129.4 million, an increase of 53.1% from the year ended December 31, 2004.

Michael D. Price, Chief Executive Officer, commented: “2005 was the worst year on record for insured catastrophe losses and a challenging year for Platinum. Our share of these losses overshadowed the strong underwriting results in our non-catastrophe business.”

Mr. Price added, “Despite the unprecedented events of 2005, we were well-positioned for the January 1, 2006 renewal season and we competed successfully. Market conditions are good in many classes of business and we believe we have strong underwriting prospects for the remainder of the year.”

Results for the quarter ended December 31, 2005 were summarized as follows:

• Net loss was $103.3 million or $1.94 per basic common share.

• Net premiums written were $390.8 million and net premiums earned were $442.8 million.

• GAAP combined ratio was 131.9%.

• Net investment income, including interest on funds held, was $37.2 million.

1

Results for the quarter ended December 31, 2005 compared to the quarter ended December 31, 2004 were summarized as follows:

• Net loss of $103.3 million compared to net income of $49.9 million.

• Net premiums written decreased $4.1 million (or 1.0%) and net premiums earned increased $9.9 million (or 2.3%).

• GAAP combined ratio increased by 42.2 percentage points.

• Net investment income, which includes funds held, increased $11.0 million (or 41.7%).

Net premiums written for Platinum’s Property and Marine, Casualty and Finite Risk segments for the quarter ended December 31, 2005 were $121.7 million, $187.8 million and $81.3 million, respectively, representing 31.1%, 48.1% and 20.8%, respectively, of the total net premiums written. Combined ratios for these segments were 191.3%, 96.4% and 108.0%, respectively, for the quarter. Compared to the quarter ended December 31, 2004, net premiums written increased by $11.0 million (or 10.0%) for Platinum’s Property and Marine segment and $19.1 million (or 11.3%) for the Casualty segment. Net premiums written decreased by $34.2 million (or 29.6%) for the Finite Risk segment.

Results for the year ended December 31, 2005 were summarized as follows:

• Net loss was $138.2 million or $3.01 per basic common share.

• Net premiums written were $1.72 billion and net premiums earned were $1.71 billion.

• GAAP combined ratio was 114.5%.

• Net investment income, including interest on funds held, was $129.4 million.

Results for the year ended December 31, 2005 compared to the year ended December 31, 2004 were summarized as follows:

• Net loss of $138.2 million as compared to net income of $84.8 million.

• Net premiums written increased $71.7 million (or 4.4%) and net premiums earned increased by $266.8 million (or 18.4%).

• GAAP combined ratio increased by 17.8 percentage points.

• Net investment income, including interest on funds held, increased $44.9 million (or 53.1%).

Net premiums written for Platinum’s Property and Marine, Casualty and Finite Risk segments for the year ended December 31, 2005 were $575.1 million, $809.0 million and $333.6

million, respectively, representing 33.5%, 47.1% and 19.4%, respectively, of the total net premiums written. Combined ratios for these segments were 154.1%, 92.5% and 100.2%, respectively for the year. Compared to the year ended December 31, 2004, net premiums written increased by $70.6 million (or 14.0%) for Platinum’s Property and Marine segment and $131.6 million (or 19.4%) for the Casualty segment. Net premiums written decreased by $130.5 million (or 28.1%) for the Finite Risk segment.

Total assets were $5.15 billion as of December 31, 2005, an increase of $1.73 billion (or 50.6%) from $3.42 billion as of December 31, 2004. Cash and fixed maturity investments were $3.83 billion as of December 31, 2005, an increase of $1.37 billion (or 55.9%) from $2.46 billion as of December 31, 2004, due primarily to strong cash flow from operations and the receipt of the proceeds from the offerings of senior notes, common shares and mandatory convertible preferred shares issued during 2005.

Shareholders’ equity was $1.54 billion as of December 31, 2005, an increase of $407.2 million (or 35.9%) from $1.13 billion as of December 31, 2004. Book value per common share was $23.22 as of December 31, 2005 based on 59.1 million common shares outstanding, a decrease of $3.08 (or 11.7%) from $26.30 based on 43.1 million common shares outstanding as of December 31, 2004.

Quarterly Dividend

Platinum also announced that its Board of Directors has declared a quarterly dividend of $0.08 per common share, which is payable on March 31, 2006 to shareholders of record on March 2, 2006.

Financial Supplement

Platinum has posted a financial supplement on the Financial Reports page of the Investor Relations section of its website (Financial Supplement). The financial supplement provides additional detail regarding the financial performance of Platinum and its business segments.

Teleconference

Platinum will host a teleconference to discuss its financial results on Monday, February 27, 2006 at 9:00 a.m. Eastern Time. The call can be accessed by dialing 800-289-0493 (US callers) or 913-981-5510 (international callers) or in a listen-only mode via the Investor Relations section of Platinum’s website at www.platinumre.com. Those who intend to access the teleconference should register at least ten minutes in advance to ensure access to the call.

The teleconference will be recorded and a replay will be available from 11:00 a.m. Eastern Time on Monday, February 27, 2006 until midnight Eastern Time on Monday March 6, 2006. To access the replay by telephone, dial 888-203-1112 (US callers) or 719-457-0820 (international callers) and specify passcode: 4636274. The teleconference will also be archived on the Investor Relations section of Platinum’s website at www.platinumre.com for the same period of time.

Non-GAAP Financial Measures

In presenting the Company’s results, management has included and discussed certain schedules containing financial measures that are not calculated under standards or rules that comprise accounting principles generally accepted in the United States (GAAP). Such measures,

including segment underwriting income (or loss) and related underwriting ratios are referred to as non-GAAP. These non-GAAP measures may be defined or calculated differently by other companies. Management believes these measures, which are used to monitor the results of operations, allow for a more complete understanding of the underlying business. These measures should not be viewed as a substitute for those determined in accordance with GAAP. A reconciliation of such measures to the most comparable GAAP figures such as income before income tax expense and total shareholders’ equity is presented in the attached financial information in accordance with Regulation G.

About Platinum

Platinum Underwriters Holdings, Ltd. (NYSE: PTP) is a leading provider of property, casualty and finite risk reinsurance coverages, through reinsurance intermediaries, to a diverse clientele on a worldwide basis. Platinum operates through its principal subsidiaries in Bermuda, the United States and the United Kingdom. The Company has a financial strength rating of A (Excellent) from A.M. Best Company, Inc. For further information, please visit Platinum’s website at www.platinumre.com.

Safe Harbor Statement Regarding Forwarding-Looking Statements

Management believes certain statements in this press release may constitute “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. Forward-looking statements include all statements that do not relate solely to historical or current facts, and can be identified by the use of words such as “may,” “should,” “estimate,” “expect,” “anticipate,” “intend,” “believe,” “predict,” “potential,” or words of similar import. Forward-looking statements are necessarily based on estimates and assumptions that are inherently subject to significant business, economic and competitive uncertainties and risks, many of which are subject to change. These uncertainties and risks include, but are not limited to, conducting operations in a competitive environment; our ability to maintain our A.M. Best Company rating; significant weather-related or other natural or man-made disasters over which the Company has no control; the effectiveness of our loss limitation methods and pricing models; the adequacy of the Company’s liability for unpaid losses and loss adjustment expenses; the availability of retrocessional reinsurance on acceptable terms; our ability to maintain our business relationships with reinsurance brokers; general political and economic conditions, including the effects of civil unrest, war or a prolonged U.S. or global economic downturn or recession; the cyclicality of the property and casualty reinsurance business; market volatility and interest rate and currency exchange rate fluctuation; tax, regulatory or legal restrictions or limitations applicable to the Company or the property and casualty reinsurance business generally; and changes in the Company’s plans, strategies, objectives, expectations or intentions, which may happen at any time at the Company’s discretion. As a consequence, current plans, anticipated actions and future financial condition and results may differ from those expressed in any forward-looking statements made by or on behalf of the Company. Additionally, forward-looking statements speak only as of the date they are made, and we undertake no obligation to release publicly the results of any future revisions or updates we may make to forward-looking statements to reflect new information or circumstances after the date hereof or to reflect the occurrence of future events.

# # #

Platinum Underwriters Holdings, Ltd.
Consolidated Statements of Income and Comprehensive Income
For The Quarter and Year Ended December 31, 2005 and 2004 (Unaudited)
($ in thousands, except per share amounts)

	Three Months Ended						Twelve Months Ended
	December 31, 2005			December 31, 2004			December 31, 2005			December 31, 2004
Revenue
Net premiums earned	$	442,825		$	432,936		$	1,714,723		$	1,447,935
Net investment income		37,195			26,242			129,445			84,532
Net realized capital gains (losses)		(1,984	)		520			(3,046	)		1,955
Other income (expense)		(385	)		1,074			(586	)		3,211
Total revenue		477,651			460,772			1,840,536			1,537,633
Expenses
Losses and loss adjustment expenses		462,257			283,645			1,505,425			1,019,804
Acquisition expenses		107,100			94,935			403,135			327,821
Other underwriting expenses		14,467			10,053			55,669			53,137
Corporate expenses		3,792			2,844			14,158			13,196
Net foreign currency exchange (gains) losses		241			(399	)		2,111			(725	)
Interest expense		6,820			2,316			20,006			9,268
Loss on repurchase of debt		2,486			—			2,486			—
Total expenses		597,163			393,394			2,002,990			1,422,501
Income (loss) before income tax expense		(119,512	)		67,378			(162,454	)		115,132
Income tax expense (benefit)		(16,976	)		17,456			(24,967	)		30,349
Net income (loss)		(102,536	)		49,922			(137,487	)		84,783
Preferred dividends		737			—			737			—
Net income (loss) available to common shareholders	$	(103,273	)	$	49,922		$	(138,224	)	$	84,783
Basic
Weighted average shares outstanding		53,339			43,073			45,915			43,158
Basic earnings (loss) per share	$	(1.94	)	$	1.16		$	(3.01	)	$	1.96
Diluted
Weighted average shares outstanding		53,339			49,819			45,915			50,261
Diluted earnings (loss) per share	$	(1.94	)	$	1.03		$	(3.01	)	$	1.81
Comprehensive income (loss)
Net income (loss)	$	(102,536	)	$	49,922		$	(137,487	)	$	84,783
Other comprehensive income (loss), net of tax		(15,000	)		(4,193	)		(52,970	)		(6,522	)
Comprehensive income (loss)	$	(117,536	)	$	45,729		$	(190,457	)	$	78,261

Platinum Underwriters Holdings, Ltd.
Condensed Consolidated Balance Sheets
As of December 31, 2005 and 2004
($ in thousands, except per share data)

	December 31, 2005		December 31, 2004
Assets
Investments	$	3,000,889	$	2,246,971
Short term investments and cash and cash equivalents		829,539		209,897
Receivables		567,449		580,048
Accrued investment income		29,230		23,663
Reinsurance balances (prepaid and recoverable)		76,109		4,892
Deferred acquisition costs		130,800		136,038
Funds held		291,629		198,048
Other assets		228,730		22,438
Total assets	$	5,154,375	$	3,421,995
Liabilities
Unpaid losses and loss adjustment expenses	$	2,323,990	$	1,380,955
Unearned premiums		502,018		502,423
Debt obligations		292,840		137,500
Commissions payable		186,654		181,925
Other liabilities		308,624		86,189
Total liabilities		3,614,126		2,288,992
Total shareholders’ equity		1,540,249		1,133,003
Total liabilities and shareholders’ equity	$	5,154,375	$	3,421,995
Book value per common share	$	23.22	$	26.30

Platinum Underwriters Holdings, Ltd.
Segment Reporting
For the Three Months Ended December 31, 2005 and 2004 (Unaudited)
($ in thousands)

Three Months Ended December 31, 2005

	Property
	and Marine			Casualty			Finite Risk			Total
Segment underwriting results
Net premiums written	$	121,703			187,813			81,262		$	390,778
Net premiums earned		154,454			201,088			87,283			442,825
Losses and loss adjustment expenses		264,442			136,422			61,393			462,257
Acquisition expenses		24,546			51,135			31,419			107,100
Other underwriting expenses		6,479			6,511			1,477			14,467
Total underwriting expenses		295,467			194,068			94,289			583,824
Segment underwriting income (loss)	$	(141,013	)		7,020			(7,006	)		(140,999	)
Net investment income											37,195
Net realized capital losses											(1,984	)
Net foreign currency exchange losses											(241	)
Other expense											(385	)
Corporate expenses not allocated to segments											(3,792	)
Interest expense											(6,820	)
Loss on repurchase of debt											(2,486	)
Loss before income tax benefit										$	(119,512	)
GAAP underwriting ratios:
Losses and LAE		171.2	%		67.8	%		70.3	%		104.4	%
Acquisition expense		15.9	%		25.4	%		36.0	%		24.2	%
Other underwriting expense		4.2	%		3.2	%		1.7	%		3.3	%
Combined		191.3	%		96.4	%		108.0	%		131.9	%
Three Months Ended December 31, 2004
Segment underwriting results
Net premiums written	$	110,675			168,706			115,504		$	394,885
Net premiums earned		131,712			186,929			114,295			432,936
Losses and loss adjustment expenses		64,510			124,621			94,514			283,645
Acquisition expenses		18,869			45,884			30,182			94,935
Other underwriting expenses		6,547			3,107			399			10,053
Total underwriting expenses		89,926			173,612			125,095			388,633
Segment underwriting income (loss)	$	41,786			13,317			(10,800	)		44,303
Net investment income											26,242
Net realized capital gains											520
Net foreign currency exchange gains											399
Other income											1,074
Corporate expenses not allocated to segments											(2,844	)
Interest expense											(2,316	)
Income before income tax expense										$	67,378
GAAP underwriting ratios:
Losses and LAE		49.0	%		66.7	%		82.7	%		65.5	%
Acquisition expense		14.3	%		24.5	%		26.4	%		21.9	%
Other underwriting expense		5.0	%		1.7	%		0.3	%		2.3	%
Combined		68.3	%		92.9	%		109.4	%		89.7	%

The GAAP underwriting ratios are calculated by dividing each item above by net premiums earned.

Platinum Underwriters Holdings, Ltd.
Segment Reporting
For the Year Ended December 31, 2005 and 2004 (Unaudited)
($ in thousands)

Twelve Months Ended December 31, 2005

	Property
	and Marine			Casualty			Finite Risk			Total
Segment underwriting results
Net premiums written	$	575,055			809,031			333,636		$	1,717,722
Net premiums earned		569,173			789,629			355,921			1,714,723
Losses and loss adjustment expenses		756,742			511,609			237,074			1,505,425
Acquisition expenses		93,983			194,397			114,755			403,135
Other underwriting expenses		26,074			24,690			4,905			55,669
Total underwriting expenses		876,799			730,696			356,734			1,964,229
Segment underwriting income (loss)	$	(307,626	)		58,933			(813	)		(249,506	)
Net investment income											129,445
Net realized capital losses											(3,046	)
Net foreign currency exchange losses											(2,111	)
Other expense											(586	)
Corporate expenses not allocated to segments											(14,158	)
Interest expense											(20,006	)
Loss on repurchase of debt											(2,486	)
Loss before income tax benefit										$	(162,454	)
GAAP underwriting ratios:
Losses and LAE		133.0	%		64.8	%		66.6	%		87.8	%
Acquisition expense		16.5	%		24.6	%		32.2	%		23.5	%
Other underwriting expense		4.6	%		3.1	%		1.4	%		3.2	%
Combined		154.1	%		92.5	%		100.2	%		114.5	%
Twelve Months Ended December 31, 2004
Segment underwriting results
Net premiums written	$	504,439			677,399			464,175		$	1,646,013
Net premiums earned		485,135			611,893			350,907			1,447,935
Losses and loss adjustment expenses		349,557			418,355			251,892			1,019,804
Acquisition expenses		76,360			151,649			99,812			327,821
Other underwriting expenses		27,827			19,086			6,224			53,137
Total underwriting expenses		453,744			589,090			357,928			1,400,762
Segment underwriting income (loss)	$	31,391			22,803			(7,021	)		47,173
Net investment income											84,532
Net realized capital gains											1,955
Net foreign currency exchange gains											725
Other income											3,211
Corporate expenses not allocated to segments											(13,196	)
Interest expense											(9,268	)
Income before income tax expense										$	115,132
GAAP underwriting ratios:
Losses and LAE		72.1	%		68.4	%		71.8	%		70.4	%
Acquisition expense		15.7	%		24.8	%		28.4	%		22.6	%
Other underwriting expense		5.7	%		3.1	%		1.8	%		3.7	%
		93.5	%		96.3	%		102.0	%		96.7	%

The GAAP underwriting ratios are calculated by dividing each item above by net premiums earned.

EX-99.2

Exhibit 99.2

Financial Supplement

Financial Information
as of December 31, 2005

(UNAUDITED)

To assist in your understanding of the Company, the following supplement of information
concerning Platinum Underwriters Holdings, Ltd. is provided.

This report is for informational purposes only. It should be read in conjunction with
documents filed by Platinum Underwriters Holdings, Ltd. with the SEC, including
the Company’s Annual Report on Form 10-K/A and Quarterly Reports on Forms 10-Q and 10-Q/A.

Our Investors Relations Department can be reached at (441) 298-0760.

Platinum Underwriters Holdings, Ltd.

Overview
December 31, 2005

Address:

Platinum Underwriters Holdings, Ltd.
The Belvedere Building
69 Pitts Bay Road
Pembroke HM 08
Bermuda

Investor Information:

Lily Outerbridge
Vice President, Director of Investor Relations
Tel: (441) 298-0760
Fax: (441) 296-0528

Website:

www.platinumre.com

Publicly Traded Equity Securities:

Common Shares (NYSE: PTP)

Preferred Shares (NYSE: PTP PRA)

Note on Non-GAAP Financial Measures

In presenting the Company’s results, management has included certain schedules containing financial measures that are not calculated under standards or rules that comprise accounting principles generally accepted in the United States (GAAP). Such measures, including segment underwriting income (or loss), related underwriting ratios and fully converted book value, are referred to as non-GAAP. These non-GAAP measures may be defined or calculated differently by other companies. Management believes these measures, which are used to monitor the results of operations, allow for a more complete understanding of the underlying business. These measures should not be viewed as a substitute for those determined in accordance with GAAP. A reconciliation of such measures to the most comparable GAAP figures such as income before income tax expense and total shareholders’ equity is presented in the attached financial information in accordance with Regulation G.

Page 1 of 22

Platinum Underwriters Holdings, Ltd.

Table of Contents
December 31, 2005

Section:	Page:
Balance Sheet:
a. Condensed Consolidated Balance Sheets	3
Statements of Operations:
a. Consolidated Statements of Operations and Comprehensive Income (Loss) — Summary	4
b. Consolidated Statements of Operations and Comprehensive Income (Loss) — by Quarter	5
Earnings and Book Value Per Share Analysis:
a. Computation of Basic and Diluted Earnings (Loss) Per Share — Summary	6
b. Computation of Basic and Diluted Earnings (Loss) Per Share — by Quarter	7
c. Fully Converted Book Value Per Share	8
Cash Flow Statement:
a. Condensed Statements of Cash Flows — Summary	9
b. Condensed Statements of Cash Flows — by Quarter	10
Segment Data:
a. Segment Reporting — Three Month Summary	11
b. Segment Reporting — Twelve Month Summary	12
c. Property and Marine Segment — by Quarter	13
d. Casualty Segment — by Quarter	14
e. Finite Risk Segment — by Quarter	15
Net Premiums Written Data:
a. Net Premiums Written — Supplemental Information	16
b. Premiums by Line of Business — Three Month Summary	17
c. Premiums by Line of Business — Twelve Month Summary	18
Other Company Data:
a. Company Ratios, Share Data, Ratings	19
Investments:
a. Investment Portfolio	20
b. Investment Portfolio — Net Realized Capital Gains (Losses)	21
Loss Reserves:
a. Loss Analysis	22

Page 2 of 22

Platinum Underwriters Holdings, Ltd.

Condensed Consolidated Balance Sheets
December 31, 2005
(amounts in thousands, except per share amounts)

	December 31, 2005		September 30, 2005		June 30, 2005		March 31, 2005		December 31, 2004
Assets
Investments	$	3,000,889		2,989,217		2,728,692		2,284,911	$	2,246,971
Short term investments and cash and cash equivalents		829,539		391,637		409,539		300,017		209,897
Reinsurance premiums receivable		567,449		557,422		576,457		638,283		580,048
Accrued investment income		29,230		31,013		28,316		27,127		23,663
Reinsurance balances (prepaid and recoverable)		76,109		79,021		16,688		15,783		4,892
Deferred acquisition costs		130,800		139,158		144,844		149,555		136,038
Funds held by ceding companies		291,629		250,324		271,795		222,791		198,048
Other assets		228,730		48,293		22,905		26,049		22,438
Total assets	$	5,154,375		4,486,085		4,199,236		3,664,516	$	3,421,995
Liabilities
Unpaid losses and loss adjustment expenses	$	2,323,990		2,079,668		1,559,092		1,507,158	$	1,380,955
Unearned premiums		502,018		558,881		575,727		589,795		502,423
Debt obligations		292,840		387,500		387,500		137,500		137,500
Commissions payable		186,654		176,036		216,459		172,224		181,925
Other liabilities		308,624		56,183		187,730		84,763		86,189
Total liabilities		3,614,126		3,258,268		2,926,508		2,491,440		2,288,992
Total shareholders’ equity		1,540,249		1,227,817		1,272,728		1,173,076		1,133,003
Total liabilities and shareholders’ equity	$	5,154,375		4,486,085		4,199,236		3,664,516	$	3,421,995
Book value per common share	$	23.22		24.75		29.32		27.12	$	26.30

Page 3 of 22

Platinum Underwriters Holdings, Ltd.

Consolidated Statements of Operations and Comprehensive Income (Loss) — Summary
(amounts in thousands, except per share amounts)

	Three Months Ended						Twelve Months Ended
	December 31, 2005			December 31, 2004			December 31, 2005			December 31, 2004
Revenue
Net premiums earned	$	442,825		$	432,936		$	1,714,723		$	1,447,935
Net investment income		37,195			26,242			129,445			84,532
Net realized capital gains (losses) on investments		(1,984	)		520			(3,046	)		1,955
Other income (expense)		(385	)		1,074			(586	)		3,211
Total revenue		477,651			460,772			1,840,536			1,537,633
Expenses
Losses and loss adjustment expenses		462,257			283,645			1,505,425			1,019,804
Acquisition expenses		107,100			94,935			403,135			327,821
Other underwriting expenses		14,467			10,053			55,669			53,137
Corporate expenses		3,792			2,844			14,158			13,196
Net foreign currency exchange (gains) losses		241			(399	)		2,111			(725	)
Interest expense		6,820			2,316			20,006			9,268
Loss on repurchase of debt		2,486			—			2,486			—
Total expenses		597,163			393,394			2,002,990			1,422,501
Income (loss) before income tax expense (benefit)		(119,512	)		67,378			(162,454	)		115,132
Income tax expense (benefit)		(16,976	)		17,456			(24,967	)		30,349
Net income (loss)		(102,536	)		49,922			(137,487	)		84,783
Preferred dividends		737			—			737			—
Net income (loss) available to common shareholders	$	(103,273	)	$	49,922		$	(138,224	)	$	84,783
Basic
Weighted average shares outstanding		53,339			43,073			45,915			43,158
Basic earnings (loss) per share	$	(1.94	)	$	1.16		$	(3.01	)	$	1.96
Diluted
Weighted average shares outstanding		53,339			49,819			45,915			50,261
Diluted earnings (loss) per share	$	(1.94	)	$	1.03		$	(3.01	)	$	1.81
Comprehensive income (loss)
Net income (loss)	$	(102,536	)	$	49,922		$	(137,487	)	$	84,783
Other comprehensive income (loss), net of deferred tax		(15,000	)		(4,193	)		(52,970	)		(6,522	)
Comprehensive income (loss)	$	(117,536	)	$	45,729		$	(190,457	)	$	78,261

Page 4 of 22

Platinum Underwriters Holdings, Ltd.

Consolidated Statements of Operations and Comprehensive Income (Loss) — by Quarter
(amounts in thousands, except per share amounts)

	Three Months Ended
	December 31, 2005			September 30, 2005			June 30, 2005			March 31, 2005			December 31, 2004
Revenue
Net premiums earned	$	442,825			429,388			431,470			411,040		$	432,936
Net investment income		37,195			36,441			28,904			26,905			26,242
Net realized capital gains (losses) on investments		(1,984	)		(879	)		(555	)		372			520
Other income (expense)		(385	)		(433	)		588			(356	)		1,074
Total revenue		477,651			464,517			460,407			437,961			460,772
Expenses
Losses and loss adjustment expenses		462,257			564,618			240,852			237,698			283,645
Acquisition expenses		107,100			98,858			103,928			93,249			94,935
Other underwriting expenses		14,467			6,050			18,545			16,607			10,053
Corporate expenses		3,792			2,030			4,935			3,401			2,844
Net foreign currency exchange (gains) losses		241			(88	)		160			1,798			(399	)
Interest expense		6,820			6,839			4,174			2,173			2,316
Loss on repurchase of debt		2,486			—			—			—			—
Total expenses		597,163			678,307			372,594			354,926			393,394
Income (loss) before income tax expense (benefit)		(119,512	)		(213,790	)		87,813			83,035			67,378
Income tax expense (benefit)		(16,976	)		(37,766	)		19,828			9,947			17,456
Net income (loss)		(102,536	)		(176,024	)		67,985			73,088			49,922
Preferred dividends		737			—			—			—			—
Net income (loss) available to common shareholders	$	(103,273	)		(176,024	)		67,985			73,088		$	49,922
Basic
Weighted average shares outstanding		53,339			43,785			43,293			43,163			43,073
Basic earnings (loss) per share	$	(1.94	)		(4.02	)		1.57			1.69		$	1.16
Diluted
Weighted average shares outstanding		53,339			43,785			50,009			50,032			49,819
Diluted earnings (loss) per share	$	(1.94	)		(4.02	)		1.39			1.49		$	1.03
Comprehensive income (loss)
Net income (loss)	$	(102,536	)		(176,024	)		67,985			73,088		$	49,922
Other comprehensive income (loss), net of deferred tax		(15,000	)		(36,355	)		33,005			(34,620	)		(4,193	)
Comprehensive income (loss)	$	(117,536	)		(212,379	)		100,990			38,468		$	45,729

Page 5 of 22

Platinum Underwriters Holdings, Ltd.

Computation of Basic and Diluted Earnings (Loss) Per Share — Summary
(amounts in thousands, except per share amounts)

	Three Months Ended					Twelve Months Ended
	December 31, 2005			December 31, 2004		December 31, 2005			December 31, 2004
Earnings:
Basic:
Net income (loss)	$	(103,273	)	$	49,922	$	(138,224	)	$	84,783
Net income (loss) available to common shareholders		(103,273	)		49,922		(138,224	)		84,783
Diluted:
Net income (loss)		(103,273	)		49,922		(138,224	)		84,783
Effect of dilutive securities:
Equity security units		—			1,519		—			6,097
Net income (loss) available to common shareholders	$	(103,273	)	$	51,441	$	(138,224	)	$	90,880
Common Shares:
Basic:
Weighted average shares outstanding		53,339			43,073		45,915			43,158
Diluted:
Weighted average shares outstanding		53,339			43,073		45,915			43,158
Effect of dilutive securities:
Share options		—			1,721		—			2,088
Equity security units		—			5,009		—			5,009
Restricted stock units		—			16		—			6
Weighted average, as adjusted		53,339			49,819		45,915			50,261
Earnings (Loss) Per Share:
Basic	$	(1.94	)	$	1.16	$	(3.01	)	$	1.96
Diluted	$	(1.94	)	$	1.03	$	(3.01	)	$	1.81

Page 6 of 22

Platinum Underwriters Holdings, Ltd.

Computation of Basic and Diluted Earnings (Loss) Per Share — by Quarter
(amounts in thousands, except per share amounts)

	Three Months Ended
	December 31, 2005			September 30, 2005			June 30, 2005		March 31, 2005		December 31, 2004
Earnings:
Basic:
Net income (loss)	$	(103,273	)		(176,024	)		67,985		73,088	$	49,922
Net income (loss) available to common shareholders		(103,273	)		(176,024	)		67,985		73,088		49,922
Diluted:
Net income (loss)		(103,273	)		(176,024	)		67,985		73,088		49,922
Effect of dilutive securities:
Equity security units		—			—			1,506		1,423		1,519
Net income (loss) available to common shareholders	$	(103,273	)		(176,024	)		69,491		74,511	$	51,441
Common Shares:
Basic:
Weighted average shares outstanding		53,339			43,785			43,293		43,163		43,073
Diluted:
Weighted average shares outstanding		53,339			43,785			43,293		43,163		43,073
Effect of dilutive securities:
Share options		—			—			1,644		1,838		1,721
Equity security units		—			—			5,009		5,009		5,009
Restricted stock units		—			—			63		22		16
Weighted average, as adjusted		53,339			43,785			50,009		50,032		49,819
Earnings (Loss) Per Share:
Basic	$	(1.94	)		(4.02	)		1.57		1.69	$	1.16
Diluted	$	(1.94	)		(4.02	)		1.39		1.49	$	1.03

Page 7 of 22

Platinum Underwriters Holdings, Ltd.

Fully Converted Book Value Per Share
December 31, 2005

	Conversion			Conversion
	Multiple /			Amount			Shares		Book Value
	Strike Price			($000)			(000)		Per Share
Total equity as of December 31, 2005				$	1,540,249
Equity from issuance of preferred shares					(167,509	)
Book value per common share					1,372,740			59,127	$	23.22
Preferred shares:
Contractual ratio of conversion to common shares prior to February 15, 2009		0.7874	(c)		167,509			4,528		0.91
Share options:
Shareholder share options:
St. Paul Travelers		27.00			—			865		(0.30	)
RenaissanceRe		27.00			—			361		(0.12	)
Management and directors’ options (a)		23.75	(b)		91,186			3,840		0.03
Directors’ and officers’ restricted shares and share units					—			146		(0.05	)
Fully converted book value as of December 31, 2005				$	1,631,435			68,867	$	23.69

(a)	Excludes 77,500 options with a weighted average strike price of $32.72
(b)	Weighted average strike price of options with a price below $31.07, the closing share price at December 31, 2005.
(c)	On February 15, 2009, the mandatory conversion date, each preferred share will automatically convert into a number of common shares based on the volume-weighted average price per common share on the 20 consecutive trading days ending on the third trading day prior to February 15, 2009. Based on the volume-weighted average price per common share of the Company’s common shares, the Company would issue 5,579,439 common shares of the Company in exchange for the 5,750,000 preferred shares if the preferred shareholders were to convert to common shares at December 31, 2005.

See page 1, Note on Non-GAAP Financial Measures.

Page 8 of 22

Platinum Underwriters Holdings, Ltd.

Condensed Statements of Cash Flows — Summary
($ in thousands)

	Three Months Ended					Twelve Months Ended
	December 31, 2005		December 31, 2004			December 31, 2005			December 31, 2004
Net cash provided by operating activities	$	38,654	$	91,563		$	597,674		$	714,733
Net cash provided by (used in) investing activities		58,146		(103,703	)		(730,568	)		(595,478	)
Net cash provided by (used in) financing activities		332,309		(310	)		743,743			(14,819	)
Net increase (decrease) in cash and cash equivalents	$	429,109	$	(12,450	)	$	610,849		$	104,436

Page 9 of 22

Platinum Underwriters Holdings, Ltd.

Condensed Statements of Cash Flows — by Quarter
($ in thousands)

	Three Months Ended
	December 31, 2005		September 30, 2005			June 30, 2005			March 31, 2005			December 31, 2004
Net cash provided by operating activities	$	38,654		182,618			196,754			179,648		$	91,563
Net cash provided by (used in) investing activities		58,146		(366,978	)		(331,898	)		(89,838	)		(103,703	)
Net cash provided by (used in) financing activities		332,309		166,461			244,663			310			(310	)
Net increase (decrease) in cash and cash equivalents	$	429,109		(17,899	)		109,519			90,120		$	(12,450	)

Page 10 of 22

Platinum Underwriters Holdings, Ltd.

Segment Reporting
($ in thousands)

	Three Months Ended December 31, 2005												Three Months Ended December 31, 2004
	Property and												Property and
	Marine			Casualty			Finite Risk			Total			Marine			Casualty			Finite Risk			Total
Net premiums written	$	121,703			187,813			81,262		$	390,778		$	110,675			168,706			115,504		$	394,885
Net premiums earned		154,454			201,088			87,283			442,825			131,712			186,929			114,295			432,936
Losses and loss adjustment expenses		264,442			136,422			61,393			462,257			64,510			124,621			94,514			283,645
Acquisition expenses		24,546			51,135			31,419			107,100			18,869			45,884			30,182			94,935
Other underwriting expenses		6,479			6,511			1,477			14,467			6,547			3,107			399			10,053
Total underwriting expenses		295,467			194,068			94,289			583,824			89,926			173,612			125,095			388,633
Segment underwriting income (loss)	$	(141,013	)		7,020			(7,006	)		(140,999	)	$	41,786			13,317			(10,800	)		44,303
Net investment income											37,195												26,242
Net realized capital gains (losses)											(1,984	)											520
Net foreign currency exchange gains (losses)											(241	)											399
Other income (expense)											(385	)											1,074
Corporate expenses not allocated to segments											(3,792	)											(2,844	)
Interest expense											(6,820	)											(2,316	)
Loss on repurchase of debt											(2,486	)											—
Income (loss) before income tax expense (benefit)										$	(119,512	)										$	67,378
GAAP underwriting ratios:
Losses and LAE		171.2	%		67.8	%		70.3	%		104.4	%		49.0	%		66.7	%		82.7	%		65.5	%
Acquisition expense		15.9	%		25.4	%		36.0	%		24.2	%		14.3	%		24.5	%		26.4	%		21.9	%
Other underwriting expense		4.2	%		3.2	%		1.7	%		3.3	%		5.0	%		1.7	%		0.3	%		2.3	%
Combined		191.3	%		96.4	%		108.0	%		131.9	%		68.3	%		92.9	%		109.4	%		89.7	%
Statutory underwriting ratios:
Losses and LAE		171.2	%		67.8	%		70.3	%		104.4	%		49.0	%		66.7	%		82.7	%		65.5	%
Acquisition expense		15.2	%		26.1	%		38.8	%		25.4	%		15.9	%		23.7	%		27.0	%		22.5	%
Other underwriting expense		5.3	%		3.5	%		1.8	%		3.7	%		5.9	%		1.8	%		0.3	%		2.5	%
Combined		191.7	%		97.4	%		110.9	%		133.5	%		70.8	%		92.2	%		110.0	%		90.5	%

See page 1, Note on Non-GAAP Financial Measures.

The GAAP underwriting ratios are calculated by dividing each item above by net premiums earned.
The Statutory underwriting ratios are based on statutory accounting principles and are calculated
as follows:

(1)	Losses & loss adjustment expenses are divided by net premiums earned;
(2)	Acquisition expenses are divided by net premiums written and exclude changes in deferred acquisition costs; and
(3)	Other underwriting expenses are divided by net premiums written.

Page 11 of 22

Platinum Underwriters Holdings, Ltd.

Segment Reporting
($ in thousands)

	Twelve Months Ended December 31, 2005												Twelve Months Ended December 31, 2004
	Property and												Property and
	Marine			Casualty			Finite Risk			Total			Marine			Casualty			Finite Risk			Total
Net premiums written	$	575,055			809,031			333,636		$	1,717,722		$	504,439			677,399			464,175		$	1,646,013
Net premiums earned		569,173			789,629			355,921			1,714,723			485,135			611,893			350,907			1,447,935
Losses and loss adjustment expenses		756,742			511,609			237,074			1,505,425			349,557			418,355			251,892			1,019,804
Acquisition expenses		93,983			194,397			114,755			403,135			76,360			151,649			99,812			327,821
Other underwriting expenses		26,074			24,690			4,905			55,669			27,827			19,086			6,224			53,137
Total underwriting expenses		876,799			730,696			356,734			1,964,229			453,744			589,090			357,928			1,400,762
Segment underwriting income (loss)	$	(307,626	)		58,933			(813	)		(249,506	)	$	31,391			22,803			(7,021	)		47,173
Net investment income											129,445												84,532
Net realized capital gains (losses) on investments											(3,046	)											1,955
Net foreign currency exchange gains (losses)											(2,111	)											725
Other income (expense)											(586	)											3,211
Corporate expenses not allocated to segments											(14,158	)											(13,196	)
Interest expense											(20,006	)											(9,268	)
Loss on repurchase of debt											(2,486	)											—
Income (loss) before income tax expense (benefit)										$	(162,454	)										$	115,132
GAAP underwriting ratios:
Losses and LAE		133.0	%		64.8	%		66.6	%		87.8	%		72.1	%		68.4	%		71.8	%		70.4	%
Acquisition expense		16.5	%		24.6	%		32.2	%		23.5	%		15.7	%		24.8	%		28.4	%		22.6	%
Other underwriting expense		4.6	%		3.1	%		1.4	%		3.2	%		5.7	%		3.1	%		1.8	%		3.7	%
Combined		154.1	%		92.5	%		100.2	%		114.5	%		93.5	%		96.3	%		102.0	%		96.7	%
Statutory underwriting ratios:
Losses and LAE		133.0	%		64.8	%		66.6	%		87.8	%		72.1	%		68.4	%		71.8	%		70.4	%
Acquisition expense		16.2	%		24.3	%		32.9	%		23.3	%		16.2	%		24.5	%		29.5	%		23.3	%
Other underwriting expense		4.5	%		3.1	%		1.5	%		3.2	%		5.5	%		2.8	%		1.3	%		3.2	%
Combined		153.7	%		92.2	%		101.0	%		114.3	%		93.8	%		95.7	%		102.6	%		96.9	%

See page 1, Note on Non-GAAP Financial Measures.

The GAAP underwriting ratios are calculated by dividing each item above by net premiums earned.
The Statutory underwriting ratios are based on statutory accounting principles and are calculated as follows:

(1)	Losses & loss adjustment expenses are divided by net premiums earned;
(2)	Acquisition expenses are divided by net premiums written and exclude changes in deferred acquisition costs; and
(3)	Other underwriting expenses are divided by net premiums written.

Page 12 of 22

Platinum Underwriters Holdings, Ltd.

Property and Marine Segment — by Quarter
($ in thousands)

	Three Months Ended
	December 31, 2005			September 30, 2005			June 30, 2005			March 31, 2005			December 31, 2004
Net premiums written	$	121,703			133,350			134,953			185,049		$	110,675
Net premiums earned		154,454			145,853			140,669			128,197			131,712
Losses and loss adjustment expenses		264,442			373,761			58,499			60,040			64,510
Acquisition expenses		24,546			17,753			29,695			21,989			18,869
Other underwriting expenses		6,479			3,632			8,240			7,723			6,547
Total underwriting expenses		295,467			395,146			96,434			89,752			89,926
Segment underwriting income (loss)	$	(141,013	)		(249,293	)		44,235			38,445		$	41,786
GAAP underwriting ratios:
Losses and LAE		171.2	%		256.3	%		41.6	%		46.8	%		49.0	%
Acquisition expense		15.9	%		12.2	%		21.1	%		17.2	%		14.3	%
Other underwriting expense		4.2	%		2.5	%		5.9	%		6.0	%		5.0	%
Combined		191.3	%		271.0	%		68.6	%		70.0	%		68.3	%
Statutory underwriting ratios:
Losses and LAE		171.2	%		256.3	%		41.6	%		46.8	%		49.0	%
Acquisition expense		15.2	%		10.7	%		22.7	%		16.1	%		15.9	%
Other underwriting expense		5.3	%		2.7	%		6.1	%		4.2	%		5.9	%
Combined		191.7	%		269.7	%		70.4	%		67.1	%		70.8	%

See page 1, Note on Non-GAAP Financial Measures.

The GAAP underwriting ratios are calculated by dividing each item above by net premiums earned.
The Statutory underwriting ratios are based on statutory accounting principles and are calculated as follows:

(1)	Losses & loss adjustment expenses are divided by net premiums earned;
(2)	Acquisition expenses are divided by net premiums written and exclude changes in deferred acquisition costs; and
(3)	Other underwriting expenses are divided by net premiums written.

Page 13 of 22

Platinum Underwriters Holdings, Ltd.

Casualty Segment — by Quarter
($ in thousands)

	Three Months Ended
	December 31, 2005			September 30, 2005			June 30, 2005			March 31, 2005			December 31, 2004
Net premiums written	$	187,813			216,659			188,890			215,669		$	168,706
Net premiums earned		201,088			205,050			198,723			184,768			186,929
Losses and loss adjustment expenses		136,422			129,218			127,531			118,438			124,621
Acquisition expenses		51,135			50,097			47,963			45,202			45,884
Other underwriting expenses		6,511			1,894			8,972			7,313			3,107
Total underwriting expenses		194,068			181,209			184,466			170,953			173,612
Segment underwriting income	$	7,020			23,841			14,257			13,815		$	13,317
GAAP underwriting ratios:
Losses and LAE		67.8	%		63.0	%		64.2	%		64.1	%		66.7	%
Acquisition expense		25.4	%		24.4	%		24.1	%		24.5	%		24.5	%
Other underwriting expense		3.2	%		0.9	%		4.5	%		4.0	%		1.7	%
Combined		96.4	%		88.3	%		92.8	%		92.6	%		92.9	%
Statutory underwriting ratios:
Losses and LAE		67.8	%		63.0	%		64.2	%		64.1	%		66.7	%
Acquisition expense		26.1	%		24.1	%		23.5	%		23.6	%		23.7	%
Other underwriting expense		3.5	%		0.9	%		4.7	%		3.4	%		1.8	%
Combined		97.4	%		88.0	%		92.4	%		91.1	%		92.2	%

See page 1, Note on Non-GAAP Financial Measures.

The GAAP underwriting ratios are calculated by dividing each item above by net premiums earned.
The Statutory underwriting ratios are based on statutory accounting principles and are calculated as follows:

(1)	Losses & loss adjustment expenses are divided by net premiums earned;
(2)	Acquisition expenses are divided by net premiums written and exclude changes in deferred acquisition costs; and
(3)	Other underwriting expenses are divided by net premiums written.

Page 14 of 22

Platinum Underwriters Holdings, Ltd.

Finite Risk Segment — by Quarter
($ in thousands)

	Three Months Ended
	December 31, 2005			September 30, 2005			June 30, 2005			March 31, 2005			December 31, 2004
Net premiums written	$	81,262			60,177			99,116			93,081		$	115,504
Net premiums earned		87,283			78,485			92,078			98,075			114,295
Losses and loss adjustment expenses		61,393			61,639			54,822			59,220			94,514
Acquisition expenses		31,419			31,008			26,270			26,058			30,182
Other underwriting expenses		1,477			524			1,333			1,571			399
Total underwriting expenses		94,289			93,171			82,425			86,849			125,095
Segment underwriting income (loss)	$	(7,006	)		(14,686	)		9,653			11,226		$	(10,800	)
GAAP underwriting ratios:
Losses and LAE		70.3	%		78.5	%		59.5	%		60.4	%		82.7	%
Acquisition expense		36.0	%		39.5	%		28.5	%		26.6	%		26.4	%
Other underwriting expense		1.7	%		0.7	%		1.4	%		1.6	%		0.3	%
Combined		108.0	%		118.7	%		89.4	%		88.6	%		109.4	%
Statutory underwriting ratios:
Losses and LAE		70.3	%		78.5	%		59.5	%		60.4	%		82.7	%
Acquisition expense		38.8	%		45.1	%		25.2	%		28.0	%		27.0	%
Other underwriting expense		1.8	%		0.9	%		1.3	%		1.7	%		0.3	%
Combined		110.9	%		124.5	%		86.0	%		90.1	%		110.0	%

See page 1, Note on Non-GAAP Financial Measures.

The GAAP underwriting ratios are calculated by dividing each item above by net premiums earned.
The Statutory underwriting ratios are based on statutory accounting principles and are calculated as follows:

(1)	Losses & loss adjustment expenses are divided by net premiums earned;
(2)	Acquisition expenses are divided by net premiums written and exclude changes in deferred acquisition costs; and
(3)	Other underwriting expenses are divided by net premiums written.

Page 15 of 22

Platinum Underwriters Holdings, Ltd.

Net Premiums Written — Supplemental Information
($ in thousands)

	Three Months Ended				Twelve Months Ended
	December 31, 2005		December 31, 2004		December 31, 2005		December 31, 2004
Property and Marine:
Excess-of-loss	$	112,387	$	77,905	$	412,781	$	366,184
Proportional		9,316		32,770		162,274		138,255
Subtotal Property and Marine		121,703		110,675		575,055		504,439
Casualty:
Excess-of-loss		164,996		145,845		676,276		593,752
Proportional		22,817		22,861		132,755		83,647
Subtotal Casualty		187,813		168,706		809,031		677,399
Finite Risk:
Excess-of-loss		12,117		46,366		63,628		155,090
Proportional		69,145		69,138		270,008		309,085
Subtotal Finite Risk		81,262		115,504		333,636		464,175
Total:
Excess-of-loss		289,500		330,707		1,152,685		1,230,565
Proportional		101,278		64,178		565,037		415,448
Total	$	390,778	$	394,885	$	1,717,722	$	1,646,013

	Three Months Ended				Twelve Months Ended
	December 31, 2005		December 31, 2004		December 31, 2005		December 31, 2004
Property and Marine:
United States	$	95,507	$	79,508	$	401,270	$	320,506
International		26,196		31,167		173,785		183,933
Subtotal Property and Marine		121,703		110,675		575,055		504,439
Casualty:
United States		177,882		157,966		718,103		601,878
International		9,931		10,740		90,928		75,521
Subtotal Casualty		187,813		168,706		809,031		677,399
Finite Risk:
United States		78,380		102,448		329,843		428,024
International		2,882		13,056		3,793		36,151
Subtotal Finite Risk		81,262		115,504		333,636		464,175
Total:
United States		351,769		339,922		1,449,216		1,350,408
International		39,009		54,963		268,506		295,605
Total	$	390,778	$	394,885	$	1,717,722	$	1,646,013

Page 16 of 22

Platinum Underwriters Holdings, Ltd.

Premiums by Line of Business
($ in thousands)

	Three Months Ended December 31, 2005						Three Months Ended December 31, 2004
	Gross		Net		Net		Gross			Net			Net
	Premiums		Premiums		Premiums		Premiums			Premiums			Premiums
	Written		Written		Earned		Written			Written			Earned
Property and Marine:
North American Property Proportional	$	21,270		21,270	$	28,950	$	14,092			14,092		$	12,833
North American Property Catastrophe		28,847		29,804		33,305		21,126			21,349			22,222
North American Property Risk		21,127		21,987		22,706		24,087			21,537			21,728
Other Property		24,197		22,447		23,378		22,531			22,530			27,765
Marine / Aviation Proportional		2,107		2,107		2,211		2,300			2,300			2,335
Marine / Aviation Excess		8,567		7,076		9,678		10,945			11,170			11,104
International Property Proportional		2,609		2,609		6,586		2,008			2,008			4,337
International Property Catastrophe		12,366		11,410		21,580		11,715			13,334			24,709
International Property Risk		2,993		2,993		6,060		2,355			2,355			4,679
Subtotal		124,083		121,703		154,454		111,159			110,675			131,712
Casualty:
Clash		7,419		7,419		7,891		8,053			8,053			7,563
1st Dollar GL		11,131		11,131		10,135		9,569			9,569			10,215
1st Dollar Other		1,236		1,236		995		795			795			796
Casualty Excess		140,823		140,824		135,192		113,048			113,048			110,443
Accident & Health		7,772		7,722		22,459		18,952			18,952			31,578
International Casualty		6,768		6,768		11,594		7,077			7,077			8,268
International Motor		990		990		1,456		(571	)		(490	)		5,025
Financial Lines		11,722		11,723		11,366		11,702			11,702			13,041
Subtotal		187,861		187,813		201,088		168,625			168,706			186,929
Finite Risk:
Finite Property		12,076		6,774		7,341		21,265			21,265			21,269
Finite Casualty		73,073		73,073		78,527		76,054			76,054			68,572
Finite Accident & Health		1,415		1,415		1,415		18,185			18,185			24,454
Subtotal		86,564		81,262		87,283		115,504			115,504			114,295
Total	$	398,508		390,778	$	442,825	$	395,288			394,885		$	432,936

Page 17 of 22

Platinum Underwriters Holdings, Ltd.

Premiums by Line of Business
($ in thousands)

	Twelve Months Ended December 31, 2005						Twelve Months Ended December 31, 2004
	Gross		Net		Net		Gross		Net		Net
	Premiums		Premiums		Premiums		Premiums		Premiums		Premiums
	Written		Written		Earned		Written		Written		Earned
Property and Marine:
North American Property Proportional	$	100,848		100,848	$	101,447	$	59,250		59,250	$	55,127
North American Property Catastrophe		100,811		94,925		93,775		71,817		67,357		66,745
North American Property Risk		105,748		100,690		96,663		94,051		90,652		84,302
Other Property		106,853		104,808		105,696		103,610		103,247		105,748
Marine / Aviation Proportional		12,295		12,295		10,263		9,399		9,399		8,036
Marine / Aviation Excess		42,418		36,264		39,997		51,575		51,941		46,033
International Property Proportional		24,429		24,429		22,820		17,924		17,924		17,756
International Property Catastrophe		80,395		78,017		76,270		92,789		87,616		84,422
International Property Risk		22,779		22,779		22,242		17,053		17,053		16,966
Subtotal		596,576		575,055		569,173		517,468		504,439		485,135
Casualty:
Clash		34,249		34,249		34,337		26,588		26,588		27,274
1st Dollar GL		48,964		48,964		42,181		29,719		29,719		30,354
1st Dollar Other		4,290		4,290		3,299		2,876		2,876		2,572
Casualty Excess		523,219		523,220		514,481		423,047		423,047		387,410
Accident & Health		86,182		85,982		93,205		96,516		96,516		83,340
International Casualty		51,116		51,116		46,746		36,802		36,802		25,085
International Motor		4,247		4,314		11,096		17,064		16,316		22,413
Financial Lines		56,896		56,896		44,284		45,535		45,535		33,445
Subtotal		809,163		809,031		789,629		678,147		677,399		611,893
Finite Risk:
Finite Property		41,847		16,067		21,180		65,163		65,163		71,647
Finite Casualty		314,416		314,416		317,882		294,365		294,365		160,361
Finite Accident & Health		3,153		3,153		16,859		104,647		104,647		118,899
Subtotal		359,416		333,636		355,921		464,175		464,175		350,907
Total	$	1,765,155		1,717,722	$	1,714,723	$	1,659,790		1,646,013	$	1,447,935

Page 18 of 22

Platinum Underwriters Holdings, Ltd.

Company Ratios, Share Data, Ratings

	As of and for the Three Months Ended
	December 31, 2005			September 30, 2005			June 30, 2005			March 31, 2005			December 31, 2004
GAAP Basis Ratios %:
Combined (%)		131.9	%		155.9	%		84.2	%		84.5	%		89.7	%
Debt to Total Capital (%)		16.0	%		24.0	%		23.3	%		10.5	%		10.8	%
Net Premiums Written (Annualized) to Shareholders’ Equity		1.01			1.34			1.33			1.68			1.39
Share Data:
Book Value Per Share	$	23.22		$	24.75		$	29.32		$	27.12		$	26.30
Common Shares Outstanding (000’s)		59,127			49,605			43,407			43,254			43,087
Market Price Per Share:
High	$	31.70		$	35.21		$	32.15		$	32.03		$	31.13
Low		27.10			27.45			26.43			29.02			27.30
Close	$	31.07		$	29.89		$	31.82		$	29.70		$	31.10
Industry Ratings:
A.M. Best (Financial Strength Rating)		A			A			A			A			A
Supplemental Data:
Total Employees		163			159			157			159			159

Page 19 of 22

Platinum Underwriters Holdings, Ltd.

Investment Portfolio
($ in thousands)

			Weighted					Weighted
			Average					Average
	December 31, 2005		Book Yield			December 31, 2004		Book Yield
Fixed Maturities:
US Government and US Government agencies	$	139,584		4.1	%	$	4,203		2.3	%
Tax exempt municipal bonds		212,361		3.0	%		215,251		3.0	%
Corporates		1,163,170		4.3	%		1,158,797		4.2	%
Mortgage and asset-backed securities		1,141,932		4.8	%		511,069		4.9	%
Foreign governments and foreign corporate bonds		330,656		4.3	%		347,206		4.7	%
Total Fixed Maturities		2,987,703		4.4	%		2,236,526		4.3	%
Preferred Stock		8,186		6.6	%		3,676		5.8	%
Total securities		2,995,889		4.4	%		2,240,202		4.3	%
Other invested assest		5,000					6,769
Total	$	3,000,889				$	2,246,971

	December 31, 2005					December 31, 2004
	Amount		% of Total			Amount		% of Total
Credit Quality of Investment Grades:*
Aaa	$	1,600,733		53.4	%	$	764,002		34.1	%
Aa		521,148		17.4	%		447,071		20.0	%
A		757,452		25.3	%		909,403		40.6	%
Baa		116,556		3.9	%		119,726		5.3	%
Total	$	2,995,889		100.0	%	$	2,240,202		100.0	%
Credit Quality:
Weighted average credit quality	Aa2					Aa3

* Rated using external rating agencies (Moody’s).
(Aaa-Best Quality; Aa-High Quality; A-Upper to Medium Quality, Baa — Investment Grade)

Page 20 of 22

Platinum Underwriters Holdings, Ltd.

Investment Portfolio — Net Realized Capital Gains (Losses)
($ in thousands)

	Three Months Ended					Twelve Months Ended
	December 31, 2005			December 31, 2004		December 31, 2005			December 31, 2004
Net realized capital gains (losses):
United States	$	7		$	67	$	69		$	(512	)
United Kingdom		309			151		153			275
Bermuda		(2,300	)		302		(3,268	)		2,192
Total	$	(1,984	)	$	520	$	(3,046	)	$	1,955

Page 21 of 22

Platinum Underwriters Holdings, Ltd.

Loss Analysis
($ in thousands)

	Analysis of Losses and Loss Expenses Incurred
	Twelve Months Ended December 31, 2005									Twelve Months Ended December 31, 2004
							Paid										Paid
	Gross		Ceded		Net		to Incurred %			Gross		Ceded			Net		to Incurred %
Paid	$	636,640		35,736	$	600,904		39.9	%	$	381,402		643		$	380,759		37.3	%
Change in unpaid losses and loss expenses		958,128		53,607		904,521					635,756		(3,289	)		639,045
Losses and loss expenses incurred	$	1,594,768		89,343	$	1,505,425				$	1,017,158		(2,646	)	$	1,019,804

	Analysis of Unpaid Losses and Loss Adjustment Expenses
	Twelve Months Ended December 31, 2005									Twelve Months Ended December 31, 2004
	Gross*		Ceded		Net*		%			Gross		Ceded		Net		%
Outstanding losses and loss expenses	$	511,745		13,576	$	498,169		22.0	%	$	229,454		449	$	229,005		16.6	%
Incurred but not reported		1,812,245		41,759		1,770,486		78.0	%		1,151,501		1,279		1,150,222		83.4	%
Unpaid losses and loss expenses	$	2,323,990		55,335	$	2,268,655		100.0	%	$	1,380,955		1,728	$	1,379,227		100.0	%

* Includes effects of foreign currency exchange rate movements of $15,093

Page 22 of 22