PLATINUM UNDERWRITERS HOLDINGS, LTD. AMENDED AND RESTATED CHANGE IN CONTROL SEVERANCE PLAN

EXHIBIT 10.4

PLATINUM UNDERWRITERS HOLDINGS, LTD.
AMENDED AND RESTATED CHANGE IN CONTROL SEVERANCE PLAN

          The Board of Directors of Platinum Underwriters Holdings, Ltd. (the “ Company ”) has determined that it is in the best interests of the Company and its shareholders to amend and restate the Platinum Underwriters Holdings, Ltd. Change in Control Severance Plan (as so amended and restated, the “ Plan ”), which provides severance benefits to certain of the employees of the Company and its Subsidiaries in the event of a termination of employment following a Change in Control. The purpose of the Plan is to secure the continued services, dedication and objectivity of such employees of the Company and its Subsidiaries in the event of any possibility or occurrence of a Change in Control without concern as to whether such employees might be hindered or distracted by personal uncertainties and risks created by any such possible or actual Change in Control.

          1. DEFINITIONS. The following definitions shall apply for purposes of the Plan:

     (a) “ Annual Bonus ” means a Participant’s target annual bonus for the year in which the Date of Termination occurs.

     (b) “ Base Salary ” means the highest annual rate of salary or wages (excluding all bonus and incentive compensation) payable by the Company and its Subsidiaries to a Participant during the 12-month period immediately prior to such Participant’s Date of Termination.

     (c) “ Board ” means the Board of Directors of the Company.

     (d) “ Cause ” means: (A) the willful and continued failure of a Participant to perform substantially his or her duties with the Company (other than any such failure resulting from his or her incapacity due to physical or mental illness) after a written demand for substantial performance is delivered to such Participant by the Board which specifically identifies the manner in which the Board believes that he or she has not substantially performed such duties, (B) the willful engaging by a Participant in illegal conduct or gross misconduct which is demonstrably and materially injurious to the Company or its affiliates, or (C) a Participant’s conviction of, or plea of guilty or nolo contendere to, a felony or other crime involving moral turpitude. For purposes of this paragraph, no act or failure to act by a Participant shall be considered “willful” unless done or omitted to be done by such Participant in bad faith and without reasonable belief that such Participant’s action or omission was in the best interests of the Company or its affiliates. Cause shall not exist unless and until the Company has delivered to a Participant a copy of a resolution duly adopted by three-quarters (3/4) of the entire Board (excluding such Participant if he or she is a Board member) at a meeting of the Board called and held for such purpose (after reasonable notice to such Participant and an opportunity for such Participant, together with counsel, to be heard before the Board), finding that in the good faith opinion of the Board an event set forth in clauses (A), (B) or (C) has occurred and specifying the particulars thereof in detail.

     (e) “ Change in Control ” shall have the meaning ascribed to such term in the Company’s 2006 Share Incentive Plan.

     (f) “ Code ” means the Internal Revenue Code of 1986, as amended.

     (g) “ Committee ” means the Compensation Committee of the Board.

     (h) “ Date of Termination ” means the date on which a Participant’s employment with such Participant’s Employer terminates by reason of a Qualifying Termination.

     (i) “ Effective Date ” means the date set forth in Section 15(b) of this Plan as the effective date of this Plan.

     (j) “ Employer ” means the Company or any Subsidiary that employs a Participant.

     (k) “ 409A Change in Control ” means a Change in Control that is also a change in ownership or effective control of the Company (or a change in the ownership of a substantial portion of the Company’s assets) within the meaning of Treas. Reg. §1.409A-3(i)(5).

     (l) “ Good Reason ” means the occurrence of any of the following events within the two-year period following a Change in Control without a Participant’s express written consent:

     In the event that a Participant voluntarily consents to any reduction or change described above in lieu of exercising his or her right to resign for Good Reason and delivers such consent to the Company in writing, then such reduction or change shall not constitute “Good Reason” hereunder, but such Participant shall have the right to resign for Good Reason under this Plan as a result of any subsequent reduction or change described above.

     In no event will a Participant have the right to terminate his or her employment for Good Reason unless (i) such Participant provides written notice to the Company

within ninety (90) days after the initial occurrence of the event or condition that gives such Participant the right to terminate his or her employment for Good Reason and (ii) the Company has not cured such Participant’s right to terminate his or her employment for Good Reason within thirty (30) days of the receipt of such written notice by the Company. In no event will a Participant have the right to terminate his or her employment for Good Reason more than two years after the initial occurrence of the event or condition that gives such Participant the right to terminate his or her employment for Good Reason. A Participant’s right to terminate his or her employment for Good Reason shall not be affected by such Participant’s incapacities due to mental or physical illness and such Participant’s continued employment shall not constitute consent to, or a waiver of rights with respect to, any event or condition constituting Good Reason.

     Notwithstanding the foregoing, in the event that a Participant is a party to an employment agreement with the Company that defines Good Reason, such definition will apply to such Participant for purposes of this Plan rather than the definition set forth above.

     (m) “ Participant ” means each of those employees of the Company or its Subsidiaries listed on the Severance Benefit Schedule.

     (n) “ Plan ” means this Platinum Underwriters Holdings, Ltd. Amended and Restated Change in Control Severance Plan.

     (o) “ Qualifying Termination ” means (i) a termination of a Participant’s employment by the Employer other than for Cause during the two-year period following a Change in Control or (ii) a termination of a Participant’s employment by such Participant for Good Reason during the two-year period following a Change in Control. Termination of a Participant’s employment on account of such Participant’s death or on account of such Participant’s disability, as defined under the Employer’s long-term disability plan, shall not be treated as a Qualifying Termination.

     (p) “ Separation from Service ” shall have the meaning ascribed to such term in Section 409A of the Code.

     (q) “ Severance Benefit ” means the benefit payable in accordance with Section 3(b) of this Plan.

     (r) “ Severance Benefit Schedule ” means the schedule of Participants and their assigned Tiers, as determined from time to time in accordance with this Plan.

     (s) “ Severance Multiple ” means the multiple assigned to one of three Tiers in which a Participant is placed pursuant to the authority granted in Section 2(b) of this Plan, which multiple shall be used to determine such Participant’s Severance Benefit, as follows:

     (t) “ Specified Employee ” shall have the meaning ascribed to such term in Section 409A of the Code.

     (u) “ Subsidiary ” means any corporation or other entity in which the Company has a direct or indirect ownership interest of 50% or more of the total combined voting power of the then outstanding securities or interests of such corporation or other entity entitled to vote generally in the election of directors or in which the Company has the right to receive 50% or more of the distribution of profits or 50% of the assets or liquidation or dissolution.

     2. ELIGIBILITY; AUTHORITY.

     (a) Eligibility . Each Participant shall be eligible to participate in this Plan. Notwithstanding the foregoing, if a Participant ceases to be an employee of the Company or any Subsidiary prior to a Change in Control, such Participant shall have no further rights under this Plan; provided, however , that if (i) such Participant’s employment is terminated prior to a 409A Change in Control for any reason that would have constituted a Qualifying Termination if it had occurred following such 409A Change in Control; (ii) such Participant reasonably demonstrates that such termination (or Good Reason event) was at the request of a third party who had indicated an intention or taken steps reasonably calculated to effect such 409A Change in Control; and (iii) such 409A Change in Control involving such third party (or a party competing with such third party to effectuate a 409A Change in Control) does occur, then for purposes of this Plan, the date immediately prior to the date of such termination of employment or event constituting Good Reason shall be treated as a Change in Control. A Participant described in the immediately preceding sentence shall be referred to as a “Pre-Transaction Participant” for purposes of this Plan.

     (b) Authority . The Committee shall have the authority to place a Participant in any Tier or to transfer a Participant from one Tier to another Tier at any time. The Chief Executive Officer of the Company shall have the authority to place a Participant in Tier 2 or Tier 3 or to transfer a Participant among Tier 2 and Tier 3 at any time. All such determinations shall be made in writing and dated, and shall be set forth on the Severance Benefits Schedule. Notwithstanding the foregoing, any reduction in Severance Benefits, whether by moving a Participant from one Tier to another or otherwise, made during the one-year period prior to the execution of a definitive agreement that can be expected to result in a Change in Control shall be deemed null and void upon the execution of such agreement.

          3. PAYMENTS UPON TERMINATION OF EMPLOYMENT.

          If, during the two-year period following a Change in Control, the employment of a Participant shall terminate by reason of a Qualifying Termination, then the Company shall provide to such Participant the following benefits:

     (a) Accrued Compensation . Within thirty (30) days following such Participant’s Date of Termination, the Company shall pay to such Participant a lump-sum cash amount equal to the sum of (A) such Participant’s Base Salary (without regard to any reduction constituting Good Reason) through the Date of Termination and any bonus awards that have been awarded, but are not yet payable, (B) any accrued vacation or sick pay, and (C) any other accrued compensation in each case to the extent not theretofore paid.

     (b) Severance Benefit . The Company shall pay to such Participant a lump-sum cash payment equal to the product of such Participant’s Severance Multiple as set forth on the Severance Benefit Schedule in effect on the date of the Change in Control (subject to the last sentence of Section 2(b) hereof) multiplied by the sum of such Participant’s Base Salary and Annual Bonus.

     (c) Welfare Benefits . Commencing on the Date of Termination and continuing for a period of time equal to one year multiplied by such Participant’s Severance Multiple, the Company shall continue to keep in full force and effect (or otherwise provide) all policies of medical, dental, accident, disability and life insurance with respect to such Participant and his or her dependents with the same level of coverage, upon the same terms and otherwise to the same extent as such policies shall have been in effect for such Participant immediately prior to the Date of Termination (or, if more favorable to such Participant, immediately prior to the Change in Control), and the Company and such Participant shall share the costs of the continuation of such insurance coverage in the same proportion as such costs were shared immediately prior to the Date of Termination. If such Participant cannot continue to participate in the policies of the Company (or such Participant’s Employer) providing such benefits, the Company shall otherwise provide such benefits outside of the policies on the same after-tax basis as if participation had continued. Notwithstanding the foregoing, if such Participant becomes reemployed with another employer and is eligible to receive any of the welfare benefits described in this Section 3(c) from such employer, such Participant shall cease receiving such benefit under this Plan.

     (d) Equity Incentives . Notwithstanding anything to the contrary in any plan, award or agreement, immediately upon the Date of Termination, all share options, restricted shares or other equity incentives held by such Participant with respect to the Company’s common shares (other than share units awarded under the Company’s Amended and Restated Executive Incentive Plan) that have not previously become vested shall become vested and exercisable. In addition, all share options held by such Participant on the Date of Termination will not expire until one year following the Date of Termination (or the expiration of the full original term of the option, if earlier). Share units awarded under the Company’s Amended and Restated Executive Incentive Plan shall vest and be payable in accordance with their terms.

     (e) Relocation . Upon submission of supporting documentation, the Company shall pay such Participant’s reasonable relocation expenses to return to his or her home country, including moving expenses, real estate fees and commissions and related

expenses. Payment of such expenses will be made within thirty (30) days after submission.

     (f) 409A Compliance . Unless otherwise specifically provided in this Section 3, all payments made under this Section 3 that are deemed to be “deferred compensation” (within the meaning of Section 409A of the Code) will be paid on the date that is thirty (30) days immediately following the date that the Participant experiences a Separation from Service with the Company, provided that if the Participant is terminated in connection with an exit incentive or other employment termination program offered to a group or class of employees (within the meaning of the Age Discrimination in Employment Act of 1967, as amended), such payments will be made on the date the is sixty (60) days immediately following the date the Participant experiences a Separation from Service. Notwithstanding the foregoing, unless otherwise specifically provided in this Section 3, in the event the Participant is a Specified Employee (as determined by the Company) at the time of such Separation from Service, payments made under this Section 3 that are deemed to be deferred compensation will be paid on the first business day following the date that is six months following the date of such Separation from Service (or upon the Participant’s death, if earlier). In addition, in the event of a Change in Control, for each Participant, an amount equal to the greater of (i) the Severance Payment (determined as if a Participant’s employment was terminated without Cause on the date of the Change in Control) or (ii) the amount of severance due under any employment agreement between such Participant and the Company at the time of the Change in Control (determined as if a Participant’s employment was terminated without “cause” (as defined under the employment agreement) on the date of the Change in Control) will be contributed to an irrevocable rabbi trust, governed by a rabbi trust agreement (which shall be a grantor trust within the meaning of Sections 671-678 of the Code) for benefit of the Participants (the “Rabbi Trust”). The Rabbi Trust shall have an independent trustee (such trustee to have a fiduciary duty to carry out the terms and conditions of the Rabbi Trust) as selected by the Company, and shall have restrictions as to the Company’s ability to amend the Rabbi Trust or to cancel benefits provided thereunder. If following the establishment and funding of the Rabbi Trust a Participant has a Qualifying Termination, then the Severance Payment due upon such termination of employment hereunder (or the amount of severance due under the Participant’s employment agreement, if greater) will be paid from the Rabbi Trust in accordance with the provisions of this Section 3. In the event that the Rabbi Trust does not have sufficient funds to pay any portion of the Severance Payment (or the amount of severance due under the Participant’s employment agreement, if applicable), such portion will be paid by the Company in accordance with the provisions of this Section 3. Payment and vesting of any amount under this Section 3 will be conditioned upon compliance with Section 11 of this Plan.

     (g) Pre-Transaction Participant . Notwithstanding anything in this Section 3 to the contrary, (i) for purposes of Section 3(a) hereof, the actual date of the Pre-Transaction Participant’s termination of employment will be treated as the Date of Termination, (ii) severance amounts payable to a Pre-Transaction Participant pursuant to Section 3(b) hereof shall be paid within thirty (30) days of the 409A Change in Control, (iii) for purposes of Sections 3(c) and 3(d) hereof, the date of the 409A Change in Control for a

Pre-Transaction Participant shall be his or her Date of Termination, and (iv) or purposes of Section 3(e) hereof, any expenses incurred by a Pre-Transaction Participant prior to the 409A Change in Control will be paid within thirty (30) days of the 409A Change in Control (subject to the limitations set forth in Section 14(b) hereof).

          4. EXCISE TAX INDEMNITY.

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