PLATINUM UNDERWRITERS HOLDINGS, LTD. Time-Based Share Unit Award

AWARD AGREEMENT (this "Award Agreement"), dated as of

________________ , between Platinum Underwriters Holdings, Ltd., a Bermuda company (the “Company”), and _____________ (the “Participant”).  The award evidenced by this Award Agreement (this "Award") is granted by the Compensation Committee of the Company’s Board of Directors (the “Committee”) pursuant to the terms of the 2006 Share Incentive 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 units of measurement denominated in Common Shares, which represent an unfunded, unsecured deferred compensation obligation of the Company.

Section 2.   Vesting Requirements .

A.            Time-Based Vesting .  The Award hereunder shall become vested in accordance with the following vesting schedule, subject to the Participant’s continued employment with the Company or any of its Subsidiaries on each of the vesting dates:

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 Award shall become fully vested, and shall be payable in accordance with Section 5 hereof, to the extent that it has not previously been forfeited in accordance with Section 3 hereof.

Section 3.   Termination of Employment; Breach of Certain Restrictive Covenants .  In the event of the Participant’s termination of employment with the Company or any of its Subsidiaries (a "Termination of Employment") for any reason other than death or Disability, any portion of the Award that has not previously become vested hereunder shall be forfeited and automatically cancelled without further action of the Company.  If the Participant breaches Section 8.A hereof prior to the occurrence of any otherwise applicable vesting date provided in Section 2 hereof, the Company may require the Participant to forfeit the Participant's interest in the Share Units that have not yet become vested.  In the event of Termination of Employment for "Cause" (as hereinafter defined) or the breach by the Participant of Section 8.B hereof or any covenant not to compete with the Company or any of its Subsidiaries to which the Participant is or becomes subject (a "Non-Compete Covenant"), (i) the Participant's rights with respect to any Share Units hereunder, whether or not vested, may be forfeited and cancelled by the Company and (ii) the Company may require the Participant to return to the Company any or all of the Common Shares distributed to the Participant under this Award, in such manner and on such terms and conditions as may be required by the Company.  For purposes of this Award Agreement, "Cause" shall mean (i) the Participant's willful and continued failure to substantially perform the Participant's duties to the Company or any of its Subsidiaries; (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 Section 8.B hereof or a Non-Compete Covenant; or (v)  the sale, transfer or hypothecation by the Participant 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 Participant shall be treated as “Cause” under this Award Agreement unless the Participant 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 in any employment or severance agreement between the Company or any Subsidiary and the Participant in effect at the time of termination of employment shall supersede the foregoing definition.  For purposes of this Award 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.

Section 4.   Dividend Equivalent Rights .  Any dividends paid on the Common Shares during the term of the Award shall be credited under the Award as Dividend Equivalent Rights that 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 .

A.            General .  Subject to the provisions of Section 5.B hereof, payment of vested Share Units shall be made within 15 days following each annual vesting date (or within 15 days following the acceleration of vesting) as set forth in Section 2 hereof.  Notwithstanding the foregoing, no payment shall be made upon the occurrence of a Change in Control that does not also qualify as a “change in control” for purposes of section 409A of the Code, until the earlier to occur of the Participant’s death, Disability and “separation from service”