PLATINUM UNDERWRITERS HOLDINGS LTD
EXECUTIVE INCENTIVE PLAN
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<TYPE>EX-10.2
<SEQUENCE>3
<FILENAME>y97104exv10w2.txt
<DESCRIPTION>EXECUTIVE INCENTIVE PLAN
<TEXT>
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                                                                    EXHIBIT 10.2

                      PLATINUM UNDERWRITERS HOLDINGS, LTD.

                            EXECUTIVE INCENTIVE PLAN

SECTION 1. PURPOSE

         The purpose of this Platinum Underwriters Holdings, Ltd. Executive
Incentive Plan is to attract, retain and motivate executive officers and other
select senior officers of the Company by providing them with an opportunity to
earn long-term incentive compensation based on the performance of the Company.
The Plan is designed to promote the interests of the Company and its
shareholders by motivating superior performance by key personnel to achieve the
Company's objectives.

SECTION 2. DEFINITIONS

         The following capitalized terms as used herein shall have the following
meanings:

         (a)      "Actual Average ROE" means the annual average return on equity
of the Company for all Plan Years in a Performance Cycle, each as reported in
the Company's financial statements in accordance with accounting principles
generally accepted in the United States, or such other measure of return on
equity as the Committee approves in its sole discretion.

         (b)      "Average Base Salary" means the annual average of the base
salary per annum in effect for a Participant for each Plan Year of a Performance
Cycle, disregarding any deferrals, offsets or withholdings from base salary.

         (c)      "Award" means an award granted to a Participant under the Plan
measured as a percentage of Average Base Salary, subject to such terms and
conditions as the Committee may establish under the terms of the Plan.

         (d)      "Board" means the Board of Directors of Holdings.

         (e)      "Change in Control" shall have the meaning set forth in the
Share Incentive Plan, as in effect on the relevant date of determination.

         (f)      "Committee" means the Compensation Committee of the Board, or
such other committee of the Board that the Board shall designate from time to
time to administer the Plan.

         (g)      "Common Shares" means the common shares, par value $0.01 per
share, of Holdings.

         (h)      "Company" means Holdings and its subsidiaries.

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         (i)      "Disability" means a long-term disability within the meaning
of Holding's Group Long-Term Disability Insurance Program.

         (j)      "Holdings" means Platinum Underwriters Holdings, Ltd., a
Bermuda company.

         (k)      "Participant" means an employee of the Company who has been
granted an Award under the Plan.

         (l)      "Performance Cycle" means any period consisting of five
consecutive Plan Years in which performance under the Plan shall be measured, or
such other period as the Committee shall determine in its sole discretion.

         (m)      "Performance Percentage" means the percentage factor by which
the Participant's Average Base Salary is multiplied to determine the amount
payable under an Award, determined based on a range of percentages relating to
the degree to which Actual Average ROE meets or exceeds the Threshold Average
ROE for a Performance Cycle.

         (n)      "Plan" means this Platinum Underwriters Holdings, Ltd.
Executive Incentive Plan, as it may be amended and restated from time to time.

         (o)      "Plan Year" means each calendar year in which the Plan shall
be in effect.

         (p)      "Share Incentive Plan" means the Company's 2002 Share
Incentive Plan, as it may be amended and restated from time to time.

         (q)      "Share Ownership Guidelines" means the share ownership
guidelines for executive officers of the Company adopted by the Board, as may be
amended by the Board from time to time in its sole discretion.

         (r)      "Share Unit Award" means an Award pursuant to the terms of the
Plan and the Share Incentive Plan entitling a Participant to a payment based on
the fair market value of a Common Share.

         (s)      "Threshold Average ROE" means the threshold level for purposes
of the Plan of the average return on equity of the Company for all Plan Years in
a Performance Cycle, as established by the Committee in its sole discretion.

SECTION 3. PLAN ADMINISTRATION

         (a)      Committee Members. The Plan shall be administered by the
Committee. The Committee shall have such powers and authority as may be
necessary or appropriate for the Committee to carry out its functions as
described in the Plan. No member of the Committee shall be liable for any action
or determination made in good faith by the Committee with respect to the Plan or
any Award hereunder. The Committee may delegate, to any appropriate officer or
employee of the Company, responsibility for performing certain ministerial
functions under the Plan.

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         (b)      Discretionary Authority. Subject to the express limitations of
the Plan, the Committee shall have authority in its discretion to determine the
time or times at which Awards may be granted, the recipients and types of
Awards, the form of payment under an Award and all other terms of an Award. The
Committee shall also have discretionary authority to interpret the Plan, to make
all factual determinations under the Plan, and to make all other determinations
necessary or advisable for the administration of the Plan. The Committee may
prescribe, amend, and rescind rules and regulations relating to the Plan. All
interpretations, determinations, and actions by the Committee shall be final,
conclusive, and binding upon all parties.

SECTION 4. ELIGIBILITY AND PARTICIPATION

         The executive officers and other senior officers of the Company who are
designated by the Committee in its sole discretion shall be eligible to
participate in the Plan for any Performance Cycle. Each such eligible employee
who is designated by the Committee to receive an Award for a Performance Cycle
shall become a Participant in the Plan with respect to such Performance Cycle.
All Participants shall be designated by the Committee on a prospective basis
only with respect to Performance Cycles commencing on or after the date of
participation.

SECTION 5. GRANT OF AWARDS

         (a)      Awards. Within ninety (90) days following the commencement of
a Performance Cycle, a Threshold Average ROE shall be established by the
Committee in its sole discretion. The Committee shall establish on a prospective
basis a schedule of Performance Percentages to be applied to a Participant's
Average Base Salary relative to the Company's achievement of certain levels of
Actual Average ROE as compared to the Threshold Average ROE for the Performance
Cycle. The Committee shall also establish for each Performance Cycle the terms
and conditions of Awards under the Plan. The amount payable under an Award shall
be determined by measuring Actual Average ROE against the Threshold Average ROE
and multiplying the applicable Performance Percentage by the Participant's
Average Base Salary.

         (b)      Performance Cycles. The Committee is authorized in its sole
discretion to determine the length of any Performance Cycle and to establish new
Performance Cycles on an annual basis. Performance Cycles may commence each Plan
Year and may be overlapping. There shall be no requirement of conformity among
different Performance Cycles with respect to their duration, the applicable
Threshold Average ROE, the Performance Percentages or the Participants.

         (c)      Actual Average ROE. Awards under the Plan are based upon the
Actual Average ROE of the Company for a Performance Cycle. Actual Average ROE
may be determined by the Committee after excluding charges for restructurings,
discontinued operations, extraordinary items, and other unusual or non-recurring
items, and the cumulative effects of accounting changes, or taking into account
such other factors as the Committee deems appropriate in its sole discretion to
adjust the measure of Actual Average ROE for any Plan Year during a Performance
Cycle.

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SECTION 6. PAYMENT OF AWARDS

         (a)      Form of Payment. Awards shall be made in cash, Common Shares,
Share Units Awards, or any combination thereof, on such terms and conditions as
the Committee shall determine in its sole discretion. The form and payment of
Awards shall initially be as set forth in Exhibit A hereto, which may be amended
in the sole discretion of the Committee. Any Common Shares or Share Unit Awards
shall be granted on a fully vested basis, and the terms of payment of any Share
Unit Award shall be as specified by the Committee.

         (b)      Time of Payment. Awards shall be paid to Participants within
ninety (90) days following the Committee's ratification of the financial results
for a completed Performance Cycle.

         (c)      Deferral of Payments. The Committee may in its discretion
grant an Award that provides a Participant the opportunity to elect in writing
to defer all or a portion of an Award, with the election to be made in the
manner specified by the Committee. The Committee may in its discretion provide
for interest or other investment return on any such deferred amounts.

         (d)      Tax Withholding. Any payment under this Plan shall be subject
to applicable income and employment taxes and any other amounts that the Company
is required by law to deduct and withhold from such payment.

SECTION 7. TERMINATION OF EMPLOYMENT

         (a)      Death or Disability. In the event a Participant's employment
with the Company is terminated by reason of the Participant's death or
Disability after at least 50% of the Performance Cycle has been completed, the
Participant (or the Participant's estate) shall be paid a prorated Award based
on the period of service by the Participant and the performance levels (Actual
Average ROE vs. Threshold Average ROE) achieved by the Company for the
Performance Cycle as of the end of the fiscal quarter following the date of
death or Disability. Any payment made under this Section 7(a) shall be made
within ninety (90) days following the Committee's ratification of the financial
results for a completed Performance Cycle.

         (b)      Retirement. In the event a Participant's employment with the
Company is terminated by reason of the Participant's approved retirement after
at least 50% of the Performance Cycle has been completed, the Participant shall
be paid a prorated Award based on the period of service by the Participant and
the performance levels (Actual Average ROE vs. Threshold Average ROE) achieved
by the Company for the Performance Cycle as of the end of the fiscal quarter
following the date of the approved retirement. Any payment made under this
Section 7(b) shall be made within ninety (90) days following the Committee's
ratification of the financial results for a completed Performance Cycle.

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         (c)      Other Terminations. Subject to Sections 7(a) and 7(b) hereof,
if the employment of a Participant with the Company is terminated for any
reason, whether by the Participant or by the Company, at any time prior to the
time determined by the Committee for payment of an Award hereunder, the Award
shall be forfeited and automatically be cancelled without further action by the
Company.

SECTION 8. CHANGE IN CONTROL

         In the event of a Change in Control of the Company, each Participant
shall receive a prorated Award based on the period of service by the Participant
and the performance levels (Actual Average ROE vs. Threshold Average ROE)
achieved by the Company for the Performance Cycle as of the end of the fiscal
quarter immediately preceding the date of the Change in Control, as determined
by the Committee prior to the Change in Control. Any payment made under this
Section 8 shall be made as soon as practicable following the occurrence of the
Change in Control.

SECTION 9. GENERAL PROVISIONS

         (a)      Effective Date. The Plan shall be effective with respect to
Plan Years and Performance Cycles beginning on or after January 1, 2004.

         (b)      Amendment and Termination. The Company may, from time to time,
by action of the Board, amend, suspend or terminate any or all of the provisions
of the Plan, but no such amendment, suspension or termination shall adversely
affect the rights of any Participant with respect to Awards then outstanding.

         (c)      Coordination with Section 162(m) Plan. All Awards granted
under this Plan to Participants who shall also be Participants in the Company's
"Section 162(m) Performance Incentive Plan" for a Plan Year or Performance Cycle
shall be subject to the terms and conditions of such plan, and in the event of
any conflict, the terms of the Section 162(m) Performance Incentive Plan shall
govern and control.

         (d)      No Right to Employment. Nothing in the Plan shall be deemed to
give any Participant the right to remain employed by the Company or to limit, in
any way, the right of the Company to terminate, or to change the terms of, a
Participant's employment at any time.

         (e)      Governing Law. The Plan shall be governed by and construed in
accordance with the laws of New York, without regard to choice-of-law rules.

                                       PLATINUM UNDERWRITERS HOLDINGS, LTD.

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                                                                       EXHIBIT A

                                 FORM OF PAYMENT

1.       Until the Participant's attainment of the specified Common Share
         ownership levels as set forth in the Company's Share Ownership
         Guidelines, payments under the Plan will consist of cash and Common
         Shares or Share Unit Awards in proportion to the retention ratio
         applicable to the Participant as follows:

<TABLE>
<CAPTION>
                                After-Tax Proceeds to be Retained in
                                   the Form of Common Shares if
    Executive Position               Required Shares NOT Met
--------------------------     -------------------------------------
<S>                            <C>
  Chief Executive Officer
            and                               75%
Chief Underwriting Officer

 Executive Vice President                     50%

   Senior Vice President                      50%
</TABLE>

2.       Upon the Participant's attainment of the specified Common Share
         ownership levels as set forth in the Company's Share Ownership
         Guidelines, all additional payments will be made 100% in cash.

                                       A-1


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