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): October 22, 2008

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

Bermuda	001-31341	98-0416483
_____________________ (State or other jurisdiction	_____________ (Commission	______________ (I.R.S. Employer
of incorporation)	File Number)	Identification No.)
The Belvedere Building, 69 Pitts Bay Road, Pembroke, Bermuda		HM 08
_________________________________ (Address of principal executive offices)		___________ (Zip Code)

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

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

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

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

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

(e) At its meeting on October 22, 2008, the Board of Directors (the "Board") of Platinum Underwriters Holdings, Ltd. (the "Company"), upon the recommendation of the Compensation Committee of the Board (the "Committee"), took the following actions with respect to the Company’s compensation plans as a result of the adoption of Section 457A of the U.S. Internal Revenue Code of 1986, as amended (the "Code"). In accordance with Section 457A of the Code, these actions are intended to eliminate the deferral of income tax on compensation for services performed after December 31, 2008 by any employee of the Company or Platinum Underwriters Bermuda, Ltd. ("Platinum Bermuda") who is a taxpayer in the United States of America (a "U.S. Taxpayer").

(i) The Board, upon the recommendation of the Committee, approved the amendment of the Platinum Underwriters Reinsurance, Inc. Executive Retirement Savings Plan (the "Excess Plan") to provide that any participant in the Excess Plan who is employed by the Compa ny or Platinum Bermuda and is a U.S. Taxpayer shall not be eligible to participate, and shall not be a participant, in the Excess Plan for any periods after December 31, 2008, with the result being that such U.S. Taxpayer shall not be entitled to any matching offset contributions or any discretionary employer contributions made by such U.S. Taxpayer’s Employer (as defined in the Excess Plan) under the Excess Plan in respect of any periods after December 31, 2008. For the avoidance of doubt, the matching offset contribution in respect of the fourth calendar quarter of 2008 shall, and any discretionary employer contribution in respect of the 2008 Plan Year (as defined in the Excess Plan) may, be credited to such U.S. Taxpayer’s account in 2009.

The Board, upon the recommendation of the Committee, also adopted a new compensation arrangement for U.S. Taxpayers which provides that, in lieu of their participation in the Excess Plan, for each Plan Year after 2008 during which a U.S. Taxpayer participates in the Platinum Underwriters Reinsurance, Inc. Retirement Savings Plan (the "401(k) Plan"), an amount equal to ten percent (or such other percent as may be determined by the Company) of the excess of such U.S. Taxpayer’s Compensation (as defined in the 401(k) Plan) for such Plan Year over the maximum amount set forth in Section 401(a)(17) of the Code for such Plan Year, shall be paid to such U.S. Taxpayer directly by his or her Employer in cash no later than March 15 following the end of such Plan Year.

The Board also authorized the officers of the Company to take all necessary action so that, in accordance with the provisions of Section 457A of the Code, all amounts under the Excess Plan payable to a U.S. Taxpayer are includible in gross income by such U.S. Taxpayer no later than the last taxable year beginning before 2018.

(ii) The Board, upon the recommendation of the Committee, terminated the Company's Executive Bonus Deferral Plan. There were no participants in the Com pany’s Executive Bonus Deferral Plan.

(iii) The Executive Bonus Deferral Plan of Platinum Bermuda will be terminated by the Board of Directors of Platinum Bermuda on or prior to December 31, 2008. There are no participants in Platinum Bermuda’s Executive Bonus Deferral Plan.

Item 8.01 Other Events.

On October 22, 2008, the Company issued a press release announcing that the Company had increased the authorized amount under its existing share repurchase program to a total of up to $250 million of its common shares. This represents an increase of approximately $46 million from the approximately $204 million remaining under the previous share repurchase program announced on July 24, 2008. The press release is attached hereto as Exhibit 99.1.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit 99.1 Press release dated October 22, 2008

SIGNATURES

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

	Platinum Underwriters Holdings, Ltd.
October 24, 2008	By:	/s/ Michael E. Lombardozzi
		Name: Michael E. Lombardozzi
		Title: Executive Vice President, General Counsel and Chief Administrative Officer

Exhibit Index

Exhibit No.	Description
99.1	Press release dated October 22, 2008

EX-99.1

EXHIBIT 99.1

Contact: Lily Outerbridge

Investor Relations
441-298-0760

PLATINUM UNDERWRITERS HOLDINGS, LTD. ANNOUNCES AN INCREASE IN ITS SHARE REPURCHASE PROGRAM AND
DECLARES A QUARTERLY DIVIDEND ON ITS COMMON SHARES

HAMILTON, BERMUDA, October 22, 2008 — Platinum Underwriters Holdings, Ltd. (NYSE: PTP) announced today that it has increased the authorized amount under its existing share repurchase program to a total of up to $250 million of its common shares. This represents an increase of approximately $46 million from the approximately $204 million remaining in the program. Repurchases under the program may be made in open market or privately negotiated transactions or otherwise, from time to time, depending on market conditions.

The company also announced that the Board of Directors has declared a quarterly dividend of $0.08 per common share. The dividend is payable on December 31, 2008 to shareholders of record on December 1, 2008.

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 and the United States. 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 Forward-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, Inc. 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, acts of terrorism, 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.

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