EX-10.1



 





AMENDMENT




	 	 	 
	Date:

	 	December 29, 2006
	 
	 	 
	To:

	 	Montpelier Re Holdings Ltd.
	 

	 	Montpelier House
	 

	 	94 Pitts Bay Road
	 

	 	Pembroke HM 08
	 

	 	Bermuda
	Telefax No.:

	 	(441) 296-5551
	Attention:

	 	Kip Oberting
	 
	 	 
	From:

	 	Credit Suisse International
	 

	 	One Cabot Square
	 

	 	London E14 4QJ England






 





Dear Sir or Madam,




This letter agreement (the “Amendment”) amends the terms and conditions of the Transaction (the
“Transaction”) entered into between Credit Suisse International (“Credit Suisse”) and Montpelier Re
Holdings Ltd. (“Counterparty”), pursuant to a letter agreement dated May 31, 2006 (the
“Confirmation”), External ID: 50192944 — Risk ID: 40080237, pursuant to which Credit Suisse and
Counterparty entered into a Share Forward Transaction relating to an aggregate of 7,774,800 Shares.
Upon the execution and delivery of this Amendment by the parties hereto, all references in the
Confirmation to the “Transaction” shall be deemed to be to the Transaction as amended hereby.
Capitalized terms used herein without definition shall have the meanings assigned to them in the
Confirmation.



1.      Amendments. The Confirmation shall be amended as follows:



         (a)    The first paragraph opposite the caption “Settlement Method Election” in the Confirmation
shall be amended and restated in its entirety to read:




“Applicable; provided that Section 7.1 of the 2002 Definitions is
hereby amended by adding the phrase “Modified Physical Settlement (in
the case of Unfunded Components), Net Share Settlement (in the case
of Unfunded Components)” after “Cash Settlement” in the sixth line
thereof; and provided further that Seller may elect that more than
one Settlement Method shall apply to all Components; and provided
further that the same Settlement Method or Methods shall apply to all
Components (except that if Seller elects or is deemed to have elected
for Modified Physical Settlement or Net Share Settlement to apply to
any portion of all the Components, Seller shall be deemed to have
elected for Physical Settlement to apply to that portion of any such
Components that are Funded Components (except that, solely for
purposes of Section 5(b) of this Confirmation, Seller shall not be so
deemed to have so elected)).”



         (b)    The language opposite the caption “Default Settlement Method Election” in the Confirmation
shall be amended and restated in its entirety to read:




“If the Relevant Price on the Settlement Method Election Date
(determined as if the Settlement Method Election Date were a
Valuation Date) is:




     (a)    less than or equal to $19.465, then the Default Settlement
Method shall be Physical Settlement;



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     (b)    greater than $19.465 but less than $23.465, then (i) the
Default Settlement Method for a portion of each Component equal to
the Default Modified Physical Settlement Percentage shall be Modified
Physical Settlement, and (ii) the Default Settlement Method for a
portion of each Component equal to the Default Physical Settlement
Percentage shall be Physical Settlement; and




     (c)    greater than or equal to $23.465, then the Default
Settlement Method shall be Modified Physical Settlement.”



         (c)    The following provisions shall be added immediately following the “Settlement Price”
provision in the Confirmation:



	 	 	 
	“Default Modified Physical 

Settlement Percentage:

	 	A number (expressed as a percentage) equal to
(a) (i) the Relevant Price on the Settlement Method Election
Date (determined as if the Settlement Method Election Date were
a Valuation Date), minus (ii) $19.465, divided by (b) four.
	 
	 	 
	Default Physical Settlement 

Percentage:

	 	100%, minus the Default Modified Physical Settlement Percentage.”






         (d)    The phrase “, Modified Physical Settlement” shall be added after the words “Physical
Settlement” in the sentence opposite the caption “Settlement Date” in the Confirmation.



         (e)    The following provisions shall be added immediately following the “Settlement Price”
provision in the Confirmation:



	 	 	 
	“Modified Physical Settlement:

	 	If Modified Physical Settlement is
applicable, then, notwithstanding anything to the contrary in
this Confirmation or the 2002 Definitions, the provisions set
forth in Section 9.2(a)(i) of the 2002 Definitions shall apply,
and the Number of Shares to be Delivered shall be equal to the
Number of Shares.
	 
	 	 
	Forward Price:

	 	For purposes of Modified Physical Settlement:
	 
	 	 
	 

	 	      (a) if the Settlement Price
is less than or equal to the
Forward Cap Price but greater than
or equal to the Forward Floor
Price, such Settlement Price;
	 
	 	 
	 

	 	      (b) if the Settlement Price
is greater than the Forward Cap
Price, the Forward Cap Price; and
	 
	 	 
	 

	 	      (c) if the Settlement Price
is less than the Forward Floor
Price, the Forward Floor Price.”






         (e)    The phrase “Net Share Settlement or Cash Settlement” in Section 5(b) of the Confirmation
shall be replaced in its entirety by the phrase “a Settlement Method other than the Default
Settlement Method”.



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         (f) The phrase “, Modified Physical Settlement” shall be added after the words “Physical
Settlement” in Section 6(d) of the Confirmation.



2.      Repeated Representations. Each of Credit Suisse and Counterparty hereby repeats its respective
representations and warranties with respect to the Transaction, as amended hereby, as set forth in
Section 5 of the Confirmation and in Section 3 of the Agreement.



3.      No Additional Amendments or Waivers. Except as amended hereby, all the terms of the Transaction
and provisions in the Confirmation shall remain and continue in full force and effect and are
hereby confirmed in all respects.



4.      Counterparts. This Amendment may be signed in any number of counterparts, each of which shall
be an original, with the same effect as if all of the signatures thereto and hereto were upon the
same instrument.



5.      Governing Law. The provisions of this Amendment shall be governed by the New York law (without
reference to choice of law doctrine).




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     Please confirm that the foregoing correctly sets forth the terms of our agreement by executing
this Amendment.



	 	 	 	 	 
	 	Yours faithfully,





CREDIT SUISSE INTERNATIONAL

By its agent: CREDIT SUISSE SECURITIES (USA) LLC

 	 
	 	By:  	/s/ Yolanda Perez-Wilson
 	 
	 	 	Name:  	Yolanda Perez-Wilson 	 
	 	 	Title:  	Assistant Vice President

Complex Product Support 	 
	 




 









 





	 	 	 	 	 
	Confirmed as of the

date first above written:



MONTPELIER RE HOLDINGS LTD.

 	 	 
	By:  	/s/ William Pollett
 	 	 
	 	Name:  	William Pollett 	 	 
	 	Title:  	Treasurer

Montpelier Reinsurance Ltd.