Exhibit 10.7


 


This DEED
is made on the 27 day of February 2009


 


BETWEEN


 


(1)                                  Montpelier Re Holdings Ltd. of 94 Pitts Bay Road, Pembroke HM08, Bermuda (“Montpelier”); and


 


(2)           Michael S. Paquette
of 45 Rip Road, Hanover, NH 03755 (the “Employee”), together            “the Parties”.


 


RECITALS


 


(A)      The Parties wish to amend the service agreement between Montpellier and
the Employee dated 11th March 2008
(the “Service Agreement”) as set out herein.


 


1.              AMENDMENTS


 


1.1.           Section 2 of the Service Agreement is hereby amended, to read in
its entirety as follows:


 


“2.  Term.  Subject to Section 7, the Executive
shall be employed hereunder commencing on or about May 1, 2008 and
continuing unless and until terminated by the Company giving to the Executive
not less than twelve (12) months’ notice in writing or the Executive giving to
the Company not less than six (6) months’ notice in writing, subject
always to Sections 7 and 8 below (the “Term”).”


 


1.2.           Section 8(b) of the Service Agreement is hereby amended, to
read in its entirety as follows:


 


“8.(b)    If
the Executive’s employment is terminated by (i) the Company without Cause
or (ii) the Executive for Good Reason, then in full satisfaction of the
Company’s obligations under this Agreement, the Executive, his beneficiaries or
estate, as appropriate, shall be entitled to receive (A) the Accrued
Obligations, payable no later than seventy-five (75) days following such
termination, (B) continued payment of the Base Salary for a period of
twelve (12) months following such termination, less applicable withholding and
other deductions, payable bi-monthly in arrears on the day appointed by the
Board, (C) medical benefit continuation under the Company’s medical plan
for the Executive and his dependents at the Company’s expense for a period of
twelve (12) months following such termination, and (D) in the event of a
Change of Control by the Company as defined in the LTIP, Group B Benefits under
the MRH Severance Plan, as in effect on the date hereof (“Severance Plan”),
provided, however, that such Group B Benefits shall be applied against and
shall reduce the benefits payable herein under clauses (B) and (C).  The payments and benefits upon termination
under clauses (B), (C) and (D) shall be subject to and conditioned
upon the Executive’s execution, within sixty (60) days following such
termination, 


 


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of a general release of claims against
the Company in the form provided by the Company and, if applicable, within the
meaning of the Severance Plan.”


 


1.3.           These amendments will take effect from 1st March 2009 and  except to the
extent hereinabove set forth, the Service Agreement shall continue in full
force and effect without change or modification.


 


 


IN
WITNESS WHEREOF, each of the parties hereto has executed this Deed as of the
date first above written.


 


 


Executed
as a deed by MONTPELIER RE HOLDINGS LTD. acting by:


 


 


	
  Director

  	
   

  	
  Director/Secretary

  
	
   

  	
   

  	
   

  
	
    /s/
  Christopher L. Harris

  	
   

  	
   /s/
  Jonathan B. Kim

  



 


 


Executed
as a deed by the Employee:


 


 


	
   

  
	
    /s/
  Michael S. Paquette

  	
   

  	
   

  
	
   

  
	
  Michael S. Paquette

  



 


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