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Platinum Underwriters Holdings Ltd – ‘10-K’ for 12/31/02 – EX-10.15

On:  Monday, 3/31/03, at 12:46pm ET   ·   For:  12/31/02   ·   Accession #:  950123-3-3615   ·   File #:  1-31341

Previous ‘10-K’:  None   ·   Next:  ‘10-K’ on 3/15/04 for 12/31/03   ·   Latest:  ‘10-K’ on 2/11/15 for 12/31/14

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  As Of                Filer                Filing    For·On·As Docs:Size              Issuer               Agent

 3/31/03  Platinum Underwriters Holdin… Ltd 10-K       12/31/02   70:6.9M                                   RR Donnelley/FA

Annual Report   —   Form 10-K
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 10-K        Platinum Underwriters Holdings, Ltd.                 138    768K 
 2: EX-2.1      Formation and Separation Agreement                   301   1.41M 
 3: EX-3.2      Restated Bye-Laws                                     54    170K 
 4: EX-4.1      Form of Certificate of Common Shares                   2     20K 
 5: EX-4.2      Indenture                                             75    361K 
 6: EX-4.3      Indenture Supplement                                  20     83K 
 7: EX-4.4      Purchase Contract Agreement                          125    487K 
 8: EX-4.5      Pledge Agreement                                      43    179K 
 9: EX-4.6      Form of Senior Note                                   13     58K 
10: EX-4.7      Form of Guarantee                                      3     25K 
11: EX-4.8      Form of Normal Unit                                   17     74K 
12: EX-4.9      Form of Stripped Unit                                 16     65K 
13: EX-10.1     Share Unit Plan for Non-Employee Directors             6     34K 
16: EX-10.15    Letter Agreement                                       3     26K 
17: EX-10.16    364-Day Credit Agreement                              53    237K 
18: EX-10.17    Letter Amendment #1 to 364-Day Credit Agreement        3     25K 
19: EX-10.18    Letter Amendment #2 to 364-Day Credit Agreement        5     28K 
20: EX-10.19    Capital Support Agreement                             10     45K 
14: EX-10.2     2002 Share Incentive Plan                             13     67K 
21: EX-10.20    Capital Support Agreement                              4     25K 
22: EX-10.21    Registration Rights Agreement                         17     89K 
23: EX-10.22    Option Agreement                                      14     70K 
24: EX-10.23    Option Agreement                                      15     72K 
25: EX-10.24    Option Agreement                                      14     71K 
26: EX-10.25    Employee Benefits & Compensation Matters Agreement    29     79K 
27: EX-10.26    Master Services Agreement                             13     57K 
28: EX-10.27    U.K. Master Services Agreement                        18     64K 
29: EX-10.28    Runoff Services Agreement                             23    125K 
30: EX-10.29    U.K. Runoff Services Agreement                        18     65K 
15: EX-10.3     Capital Accumulation Plan                             11     57K 
31: EX-10.30    Underwriting Management Agreement                      9     31K 
32: EX-10.31    U.K. Underwriting Agency & Management Agreement       21     62K 
33: EX-10.32    U.K. Business Transfer Agreement                      59    163K 
34: EX-10.33    Intra-Group Asset Transfer Agreement                   6     24K 
35: EX-10.34    Transitional Trademark License Agreement              10     42K 
36: EX-10.35    Investment Agreement                                 325   1.50M 
37: EX-10.36    1st Amendment to Investment Agreement                  4     27K 
38: EX-10.37    Transfer Restrictions Reg. Righst & Standstill Agr    23    109K 
39: EX-10.38    Option Agreement                                      14     69K 
40: EX-10.39    Services & Capacity Reservation Agreement              8     40K 
41: EX-10.40    100% Quota Share Retrocession Agreement              110    618K 
42: EX-10.41    100% Quota Share Retrocession Agreement               41    149K 
43: EX-10.42    100% Quota Share Retrocession Agreement               44    157K 
44: EX-10.43    100% Quota Share Retrocession Agreement               42    151K 
45: EX-10.44    100% Quota Share Retrocession Agreement               42    154K 
46: EX-10.45    100% Quota Share Retrocession Agreement               42    153K 
47: EX-10.46    100% Quota Share Retrocession Agreement               36    131K 
48: EX-10.47    100% Quota Share Retrocession Agreement               41    152K 
49: EX-10.48    100% Quota Share Retrocession Agreement               43    171K 
50: EX-10.49    100% Quota Share Retrocession Agreement               41    153K 
51: EX-10.50    100% Quota Share Retrocession Agreement               41    153K 
52: EX-10.51    100% Quota Share Retrocession Agreement               43    157K 
53: EX-10.52    Uk 100% Quota Share Retrocession Agreement            85    397K 
54: EX-10.53    Uk 100% Quota Share Retrocession Agreement            42    156K 
55: EX-10.54    Uk 100% Quota Share Retrocession Agreement            42    159K 
56: EX-10.55    100% Quota Share Retrocession Agreement              114    387K 
57: EX-10.56    Security Agreement                                    20     79K 
58: EX-10.57    Control Agreement                                     31    111K 
59: EX-10.58    Discretionary Investment Advisory Agreement           14     57K 
60: EX-10.59    Revised & Amended Trust Agreement                     28     79K 
61: EX-10.60    Discretionary Investment Advisory Agreement           18     76K 
62: EX-10.61    Revised and Amended Trust Agreement                   26     73K 
63: EX-10.62    Discretionary Investment Advisory Agreement           18     77K 
64: EX-10.63    Letter Amend. to Revised & Amended Trust Agreement     2     22K 
65: EX-10.64    Quota Share Retrocession Agreement                   100    331K 
66: EX-10.65    Security Agreement                                    22     86K 
67: EX-10.66    Control Agreement                                     34    125K 
68: EX-10.67    Discretionary Investment Advisory Agreement           15     61K 
69: EX-99.1     Certification of CEO                                   1     17K 
70: EX-99.2     Certification of CFO                                   1     18K 


EX-10.15   —   Letter Agreement

EX-10.151st Page of 3TOCTopPreviousNextBottomJust 1st
 

EXHIBIT 10.15 [LETTER HEAD OF STPAUL RE] August 14, 2002 Mr. Neal Schmidt 450 Park Street Upper Montclair, New Jersey 07043 Dear Neal: As you know, earlier this year The St. Paul Companies announced its intention to transfer substantially all of its reinsurance operations and related assets to Platinum Underwriters Holdings, Ltd. ("Platinum"), a newly formed Bermuda-based reinsurer. As a result of poor market conditions, The St. Paul Companies has postponed the transfer. However, we remain committed to building a valuable franchise in St. Paul Re. You are an important part of this franchise and we hope you will continue to contribute to its value. This letter addresses certain important elements of your compensation package. SALARY Effective July 1, 2002, your base salary will be $29,166.67 per month, annualized at $350,000 per year. ANNUAL PERFORMANCE BONUS For 2002, you will be eligible for an annual performance bonus in the target amount of 75% of your base salary. St. Paul Re's standard criteria, including individual, department, and company performance, will be considered in determining the actual amount of the annual performance bonus. However, you will receive an annual performance bonus for 2002 of no less than $175,000 (the "Minimum Bonus") provided that you are employed by St. Paul Re, or its successor, up to and including the date of payment, which is expected to be March 31, 2003. If St. Paul Re, or its successor, terminates your employment, other than for "cause", prior to March 31, 2003, the Minimum Bonus will be paid to you within 30 days following your separation from employment.
EX-10.152nd Page of 3TOC1stPreviousNextBottomJust 2nd
[LETTER HEAD OF STPAUL RE] RETENTION BONUS In addition to the annual performance bonus, St. Paul Re, or its successor, will also pay you, no later than July 1, 2004, a retention bonus equal to $175,000 if you are "Continuously Employed" with St. Paul Re, or its successor, through July 1, 2004. You will be considered to be "Continuously Employed" if you diligently perform your job duties up to and including July 1, 2004 or are on an approved leave of absence in accordance with generally applicable policies of St. Paul Re or its successor. This retention bonus is in addition to any base salary and annual performance bonus that you may earn during the year. If St. Paul Re, or its successors, terminates your employment, other than for "cause", prior to July 1, 2004, you will be paid the full amount of the retention bonus within 30 days following your separation from employment. If the Company does not consummate an initial public offering of common stock of Platinum on or prior to December 31, 2003, and you elect to terminate your employment with the Company within 30 days thereafter, the Company will pay you a one-time bonus equal to $250,000 (the "IPO Bonus") in lieu of any retention bonus and annual performance bonus for 2003. ELIGIBILITY AND CONDITIONS. The following conditions apply to your eligibility to receive the enhanced compensation provided for in this letter: 1. You must maintain an acceptable or better level of performance and comply with all policies and procedures of St. Paul Re, or its successor, in order to remain eligible for the salary and bonuses outlined above (collectively, the "Benefits"). In addition, if your employment is terminated for "cause", you will not be paid the Benefits. 2. You will not be eligible for a Benefit if you voluntarily terminate your employment prior to the date the Benefit is paid except you will receive the IPO Bonus if you terminate your employment within the time set forth above. 3. All Benefits are subject to applicable withholding. 4. You must not disclose the terms and conditions of this letter and any Benefits hereunder, directly or indirectly, to any other employee of St. Paul Re, or its successor, in order to remain eligible for the Benefits. OTHER IMPORTANT PROVISIONS 1. Notwithstanding the foregoing, nothing contained in this letter is intended to create an express or implied contract of employment for any particular duration, or to change your at-will status with St. Paul Re, or its successor. 2
EX-10.15Last Page of 3TOC1stPreviousNextBottomJust 3rd
[LETTER HEAD OF STPAUL RE] 2. This letter supersedes all prior communications or understandings by St. Paul Re or Platinum related to your base salary and bonuses. Any modification to this letter must be made in writing by the President and CEO of St. Paul Re, or its successor, and you. 3. The rights and obligations described in this letter may not be assigned by either party without the prior written consent of the other party, except that St. Paul Re may assign its rights and/or delegate its obligations to any successor and/or assign of St. Paul Re without your consent. This letter agreement shall be binding on and inure to the benefit of St. Paul Re's successors and assigns. Please sign in the space provided below and return one copy of this letter to Teresa Claro no later than August 16, 2002. I am confident that the compensation features described above will recognize and reward your contribution to the Company. I thank you in advance for your hard work and dedication. Sincerely yours, ST. PAUL RE, INC. By: /s/ Jerome T. Fadden ------------------------------------- Jerome T. Fadden President and Chief Executive Officer AGREED: /s/ Neal Schmidt Aug. 16, 2002 ------------------------- -------------------------- Neal Schmidt Date 3

Dates Referenced Herein   and   Documents Incorporated by Reference

Referenced-On Page
This ‘10-K’ Filing    Date First  Last      Other Filings
7/1/0424
12/31/03210-K
Filed on:3/31/03110-Q
For Period End:12/31/02
8/16/023
8/14/021
7/1/021
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