PLATINUM UNDERWRITERS HOLDINGS, LTD. CHANGE IN CONTROL SEVERANCE PLAN

Exhibit 10.3

PLATINUM UNDERWRITERS HOLDINGS, LTD.
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 stockholders to adopt the Platinum Underwriters Holdings, Ltd. Change in Control Severance Plan (the “ Plan ”) to provide 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 threat 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 actual or threatened 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 Participant to perform substantially Participant’s duties with the Company (other than any such failure resulting from Participant’s incapacity due to physical or mental illness) after a written demand for substantial performance is delivered to Participant by the Board which specifically identifies the manner in which the Board believes that Participant has not substantially performed Participant’s duties (B) the willful engaging by Participant in illegal conduct or gross misconduct which is demonstrably and materially injurious to the Company or its affiliates, or (C) 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 Participant shall be considered “willful” unless done or omitted to be done by Participant in bad faith and without reasonable belief that 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 Participant a copy of a resolution duly adopted by three-quarters (3/4) of the entire Board (excluding Participant if Participant is a Board member) at a meeting of the Board called and held for such purpose (after reasonable notice to Participant and an opportunity for 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) “ Committee ” means the Compensation Committee of the Board.

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

     (h) “ Effective Date ” means the date set forth in Section 14(b) of this Plan as the effective date of this Plan.

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

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

     (A) (1) any material and adverse change in the duties or responsibilities (including reporting responsibilities) of such Participant that is inconsistent in any material and adverse respect with Participant’s position(s), duties or responsibilities with the Company immediately prior to such Change in Control (including any material and adverse diminution of such duties or responsibilities) or (2) a material and adverse change in such Participant’s titles or offices (including, if applicable, membership on the Board) with the Company as in effect immediately prior to such Change in Control;

     (B) any material reduction in such Participant’s rate of annual base salary or annual target bonus or the after-tax value of the Participant’s housing allowance (including any material and adverse change in the formula for such annual bonus target) as in effect immediately prior to such Change in Control or as the same may be increased from time to time thereafter;

     (C) any requirement of the Company that such Participant (1) be based in any location a material distance from the office where Participant is located at the time of the Change in Control or (2) travel on Company business to an extent substantially and materially greater than the travel obligations of Participant immediately prior to such Change in Control; or

     (D) a material reduction in (1) the aggregate value of employee, incentive compensation, welfare and fringe benefits provided to such Participant from the benefits provided under the employee benefit plans, incentive compensation plans, welfare benefit plans and fringe benefit plans in which such Participant was participating immediately prior to such Change in Control, or (2) the paid vacation benefits provided to such Participant from the paid vacation benefits in effect for such Participant immediately prior to such Change in Control.

          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 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.

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

          (l) “ Plan ” means this Platinum Underwriters Holdings, Ltd. Change in Control Severance Plan.

          (m) “ 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.

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

          (o) “ 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:

Tier		Severance Multiple
Tier 1			200%
Tier 2			100%
Tier 3			50%

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

     (q) “ 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 Change in Control for reasons that would have constituted a Qualifying Termination if they had occurred following a 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 a Change in Control; and (iii) a Change in Control involving such third party (or a party competing with such third party to effectuate a 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. With respect to a Participant described in the immediately preceding sentence, the timing of payments and benefits to such Participant under Section 3 shall be determined by treating the date of the actual Change in Control as the Date of Termination hereunder.

     (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, no reduction in Severance Benefits shall be effective within the one-year period prior to a Change in Control.

     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 . Within thirty (30) days following the Date of Termination, 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 Participant’s 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 shares (other than equity incentives awarded under the Company’s 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). Equity incentives awarded under the Company’s Executive Incentive Plan shall vest 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 will be made within thirty (30) days after submission but in no event will payment be made more than two and one-half months following the end of the calendar year in which the applicable relocation expenses are incurred by such Participant.

          4. EXCISE TAX INDEMNITY.

          (a) Anything in this Plan to the contrary notwithstanding, in the event it shall be determined that any payment, award, benefit or distribution (or any acceleration of any payment, award, benefit or distribution) by the Company (or any of its affiliated entities) or any entity which effectuates a Change in Control (or any of its affiliated entities) to or for the benefit of a Participant (whether pursuant to the terms of this Plan or otherwise, but determined without regard to any additional payments required under this Section 4) (the “Payments”) would be subject to the excise tax imposed by Section 4999 of the Internal Revenue Code of 1986, as amended (the “Code”), or any interest or penalties are incurred by such Participant with respect to such excise tax (such excise tax, together with any such interest and penalties, are hereinafter collectively referred to as the “Excise Tax”), then the Company shall pay to such Participant an additional payment (a “Gross-Up Payment”) in an amount such that after payment by such Participant of all taxes (including any Excise Tax) impose