NONQUALIFIED SHARE OPTION AGREEMENT

Option Agreement (the "Agreement"), between Platinum Underwriters Holdings, Ltd., a Bermuda company (the "Company"), and _____________ (the "Optionee"), made pursuant to the terms of Platinum Underwriters Holdings, Ltd. 2006 Share Incentive Plan (the "Plan").  The Option is not intended to qualify as an "incentive stock option" under the Internal Revenue Code.  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 .   Option Shares .  The Company grants to the Optionee, on the terms and conditions set forth herein, an option (the "Option") for the purchase of _______ common shares (the "Option Shares") of the Company, par value $0.01 per share ("Common Shares"), effective ________ (the "Date of Grant").

Section 2 .   Exercise Price .  The exercise price per share of the Option shall be _____, which is the Fair Market Value (as defined in the Plan) of a Common Share as of the Date of Grant (the "Option Price").

Section 3 .   Vesting of Option

(a)            Vesting Schedule .  The Option shall become vested and exercisable in four installments based on the Optionee's continued employment with the Company or with any entity that is wholly or majority owned or controlled, directly or indirectly, by the Company (a "Subsidiary"), in accordance with the following schedule:

(b)   Acceleration Events .  Notwithstanding the foregoing, the Option shall become fully and immediately vested and exercisable upon (i) the termination of employment as a result of the Optionee's death or the Optionee's permanent and total disability within the meaning of Section 22(e)(3) of the Code (a "Disability"), or (ii) a Change in Control (as defined in the Plan) of the Company, provided the Option remains outstanding on the effective date of the Change in Control.

(c)   Section 4 .   Option Term .  Option Shares that become vested pursuant to Section 3 hereof may be purchased at any time on or after the date of such vesting and prior to the expiration of the term of the Option (the "Option Term").  The Option Term shall expire on the day prior to the tenth anniversary of the Date of Grant, unless earlier terminated in accordance with the terms of the Plan or upon termination of the Optionee's employment with the Company or any Subsidiary ("Termination of Employment") in accordance with Section 5 hereof.  Upon the expiration of the Option Term, any unexercised Option Shares shall be cancelled and shall be of no further force or effect.

Section 5 .   Termination of Employment; Breach of Certain Covenants

(a)            General .  In the event of a Termination of Employment for any reason prior to the date that all Option Shares become vested in accordance with the provisions of Section 3 hereof, the Optionee shall forfeit the Optionee's interest in any Option Shares that have not yet become vested, which shall be cancelled and be of no further force or effect.  In the event of a Termination of Employment for any reason following vesting, the Optionee shall retain the right to purchase any Option Shares that have previously become vested until the expiration of 45 days following the effective date of such Termination of Employment (or the expiration of the Option Term, if earlier).  If the Optionee breaches Section 8(a) hereof prior to the date that all Option Shares become vested in accordance with Section 3 hereof, the Company may require the Optionee to forfeit the Optionee's interest in the Option Shares that have not yet become vested.

(b)            Exceptions .  Notwithstanding the provisions of Section 5(a) hereof, in the event of Termination of Employment for "Cause" (as hereinafter defined) or the breach by the Optionee of Section 8(b) hereof or any covenant not to compete with the Company or any of its Subsidiaries to which the Optionee is or becomes subject (a "Non-Compete Covenant"), (i) the Optionee's right to purchase any Option Shares, whether or not vested, shall immediately terminate and all rights thereunder shall cease and (ii) the Company may require the Optionee to pay to the Company the amount of any gain realized as a result of the exercise (measured by the difference between the aggregate Fair Market Value on the date of the purchase of Common Shares and the aggregate Option Price paid in respect of such purchase), in such manner and on such terms and conditions as may be required by the Company, and the Company shall be entitled to set-off the amount of any such gain against any amount owed to the Optionee by the Company or any Subsidiary.  For purposes of this Agreement, "Cause" shall mean (i) the Optionee's willful and continued failure to substantially perform the Participant's duties to the Company or any of its Subsidiaries; (ii) the Optionee's conviction of, or plea of guilty or nolo contendere to, a felony or other crime involving moral turpitude; (iii) the Optionee'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 Optionee's breach of Section 8(b) hereof or a Non-Compete Covenant; or (v)  the sale, transfer or hypothecation by the Optionee of Common Shares in violation of the Share Ownership Guidelines of the Company; provided , however , that no such act, failure to act or event that is capable of being cured by the Optionee shall be treated as “Cause” under this Agreement unless the Optionee has been provided a detailed, written statement of the basis for the Company’s belief that such act, failure to act or event constitutes “Cause” and have had at least thirty (30) days after receipt of such statement to cure such act, failure to act or event.  Notwithstanding the foregoing, the definition of Cause any employment or severance agreement between the Company or any Subsidiary and the Optionee in effect at the time of termination of employment shall supersede the foregoing definition.  For purposes of this Agreement, no act or failure to act shall be considered “willful” unless it is done, or failed to be done, in bad faith, and without reasonable belief that the act or failure to act was in the best interest of the Company.

(c)            Death or Disability .  Notwithstanding the provisions of Section 5(a) hereof, in the event of a Termination of Employment as a result of death or Disability, the Option shall become fully and immediately vested and exercisable in accordance with Section 3 hereof, and the Optionee, or the Optionee's legal representative, shall retain the right to purchase the Option Shares in accordance with the terms hereof until the expiration of 12 months following the date of such Termination of Employment (or the expiration of the Option Term, if earlier).

Section 6 .   Procedure for Exercise

(a)   Notice of Exercise .  The Option may be exercised, in whole or in part, and whole Option Shares may be purchased, by delivery of a written notice (the "Notice") to the Company under procedures specified by the Committee, which Notice shall:  (i) state the number of whole Option Shares being exercised; (ii) state the method of payment of the Option Price and tax withholding; (iii) include any representation of the Optionee required pursuant to Sections 7 or 8 hereof; (iv) in the event that the Option shall be exercised by any person other than the Optionee pursuant to Section 11 hereof, include appropriate proof of the right of such person to exercise the Option; and (v) comply with such further requirements consistent with the Plan as the Committee may from time to time prescribe.