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                                                                    EXHIBIT 10.6

                                SERVICE AGREEMENT

THIS AGREEMENT is made the 24th day of January 2002

BETWEEN:

MONTPELIER MARKETING SERVICES (UK) LIMITED, whose registered office is situate
at 6th Floor, 1 Minster Court, Mincing Lane, London EC3R 7YL (the "Company");
and

THOMAS  GEORGE  STORY  BUSHER  of 11,  Salt  Kettle  Road,  Paget  Bermuda  (the
"Executive").

WHEREAS the parties desire to record the terms and conditions upon which the
Executive is employed by the Company.

NOW THEREFORE in consideration of the mutual covenants and promises herein
contained

IT IS HEREBY AGREED as follows:

1.       Interpretation

1.1.     In this Agreement unless the context otherwise requires the following
         words and expressions shall have the following meanings:

         this "Agreement" means this service agreement and includes all
         schedules hereto;

         the "Bermudian Service Agreement" means the service agreement to be
         entered into between Montpelier Re Holdings Limited, Montpelier
         Reinsurance Limited and the Executive;

         the "Board" means the board of directors of the Company;

         the "Companies Act" means the Companies Act 1985;

         "Group" means Montpelier Re Holdings Limited ("Holdings") and its
         subsidiaries (as defined by the Companies Act) or any company in which
         Holdings owns at least 50% of the issued share capital, and "Group
         Company" shall be construed accordingly;

         the "Parties" means the parties to this Agreement;

1.2.     In this Agreement unless the context otherwise requires:

         1.2.1.   references to statutory provisions shall be construed as
                  references to those provisions as amended or re-enacted or as
                  their application is modified by other provisions from time to
                  time and shall include references to any provisions of which
                  they are re-enactments (whether with or without modification);
                  and

         1.2.2.   references to clauses and schedules are references to clauses
                  hereof and schedules hereto; references to sub-clauses or
                  paragraphs are, unless otherwise stated,

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                  references to sub-clauses of the clause or paragraphs of the
                  schedule in which the reference appears;

         1.2.3.   references to the singular shall include the plural and vice
                  versa and references to the masculine shall include the
                  feminine and/or neuter and vice versa; and

         1.2.4.   references to persons shall include companies, partnerships,
                  associations and bodies of persons, whether incorporated or
                  unincorporated.

2.       Appointment

2.1.     The Company hereby appoints the Executive and the Executive hereby
         agrees to serve the Company as its Operations Director subject to the
         terms and conditions hereinafter contained.

3.       Term

3.1.     The appointment of the Executive hereunder shall (subject as
         hereinafter provided) be for the period from the 1st day of January,
         2002, unless and until terminated in accordance with the provisions
         hereinafter contained.

4.       Duties and Responsibilities

         During the continuance of his employment hereunder:

4.1.     The Executive shall perform such duties and exercise such powers in
         relation to the business of the Company or of any Group Company as may
         from time to time reasonably be assigned to or vested in him by the
         Board. In particular, the Executive will ensure the smooth running of
         the Company's marketing and promotional operations. The Executive shall
         at no time engage in the following activities on behalf of any Group
         Company:

         (a)      offer insurance to anyone;

         (b)      negotiate any terms of any insurance contracts;

         (c)      exercise discretion as to whether or not to refer risks to any
                  Group Company, but rather will refer all risks to the relevant
                  Group Company in the absence of explicit instructions to the
                  contrary;

         (d)      accept premiums;

         (e)      bind risks;

         (f)      negotiate and settle claims;

         (g)      receive notification of claims and instruct loss adjusters;

         (h)      determine underwriting strategy;


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         (i)      issue policy documentation to policyholders; and

         (j)      imply, directly or indirectly, to a third party that the
                  Company has authority to engage in any of the activities set
                  forth in (a) through (i) above.

         The Executive shall give to the Board such information regarding the
         affairs of the Company and any Group Company as it shall require and at
         all times and in all respects conform to and comply with the reasonable
         directions and regulations made by the Board. The Executive shall
         perform such services for any Group Company (without further
         remuneration except as otherwise agreed) and shall accept such offices
         in any such Group Companies as the Board may reasonably require.

4.2.     The Executive shall well and faithfully serve the Company and the Group
         Companies and use his best endeavours to promote, develop and extend
         their businesses and interests giving at all times the full benefit of
         his knowledge, expertise, technical skill and ingenuity.

4.3.     The Executive shall not without the consent of the Board directly or
         indirectly engage in any other business or be concerned or interested
         in any other business of a similar nature to or which would or might
         compete with the business for the time being carried on by the Company
         or any Group Company save that he may (but without prejudice to clause
         4-2) be interested as a holder or beneficial owner of not more than 5%
         of any class of stock, shares or debentures in any company (other than
         the Company, in which case, such limit shall not apply) whose stock,
         shares or debentures are listed or dealt in on a recognised stock
         exchange (as defined in the Companies Act).

4.4.     The Executive's principal place of employment is at 118 Fenchurch
         Street, London EC3 or such other address as may be established as the
         Company's office.

4.5.     The Executive shall carry out his duties under this Agreement in the
         United Kingdom, and the Company reserves the right to require the
         Executive to work at any location in London as the Company may in its
         absolute discretion from time to time decide.

4.6.     The Executive may be required to travel in the United Kingdom and
         overseas (including Europe and the United States) in the proper
         performance of his duties, although the Executive will not, without his
         prior consent, be required to work any continuous period abroad in
         excess of one month.

5.       Renumeration and Reimbursement

5.1.     The Company shall pay to the Executive by way of remuneration for his
         services hereunder director's fees at the rate (subject as hereinafter
         provided) of US$60,000 per annum to be paid installing at a rate to be
         determined by the Board from time to time. The said fees shall be
         payable by equal monthly instalments in arrears on the day appointed by
         the Board for the payment of employees' salaries or pro rata where the
         Executive is only employed hereunder during part of the month. The
         Compensation Committee of the Board, subject to ratification by the
         Board, may increase or reduce the


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         Executive's fees on 31 December in each year, but not below an amount
         of US$60,000 per annum.

5.2.     The Executive shall be entitled to participate in:

         (i)      the Group's UK pension scheme [define]; the Company will make
                  a contribution equivalent to 10% of the Executive's fees into
                  such scheme.

         (ii)     Any other UK specific schemes in which the Executive is
                  entitled to participate;

         in addition to any benefits to which he is entitled pursuant to the
         Bermudian Service Agreement.

         The details of these schemes are set out in separate documents, copies
         of which will be provided on request. The schemes may be changed at the
         Company's discretion.

5.3.     The Company shall also pay to the Executive all reasonable travelling,
         hotel and other out-of-pocket expenses which are properly incurred by
         him in or about the performance of his duties hereunder and for which
         vouchers (if so required) are provided to the reasonable satisfaction
         of the Board.

5.4.     The Executive agrees that the Company may deduct from his pay any sums
         which the Executive may owe the Company including, without limitation,
         any overpayments or loans made to him by the Company or losses suffered
         by the Company as a result of the Executive's breach of this Agreement.

6.       Normal Hours and Holidays

         The Executive shall conform to such hours of work as may from time to
         time reasonably be required of him and shall not be entitled to receive
         any additional remuneration for work outside his normal hours. The
         Executive agrees that any cap on the average working time imposed by
         the Working Time Regulations 1998 will not apply to him. In addition to
         the usual public holidays the Executive shall be entitled without loss
         of remuneration to 25 days holiday in each year, but such days shall be
         inclusive of, and not in addition to, holidays to which the Executive
         is entitled pursuant to the Bermudian Service Agreement.

7.       Confidentiality

7.1.     The Executive shall not either during the continuance of his employment
         hereunder (otherwise than in the proper performance of his duties
         hereunder) or at any time after the determination thereof divulge to
         any person whomsoever and shall use his reasonable endeavours to
         prevent the publication or disclosure of any trade secret or other
         confidential information concerning the business, finances, accounts,
         dealings, transactions or affairs of the Company or any Group Company
         or of any of their respective clients entrusted to him or arising or
         coming to his knowledge during the course of his employment hereunder
         or otherwise.


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7.2.     The Executive shall upon the termination of his employment hereunder
         immediately deliver up to the Company all fee schedules, lists of
         clients, correspondence and other documents, papers and property
         belonging to the Company or any Group Company or related to any of the
         matters referred to in clause 7.1 which may have been prepared by him
         or have come into his possession in the course of his employment
         hereunder and shall not retain any copies thereof.

8.       Change of Status

8.1.     If, before the expiration or determination of this Agreement, the
         employment of the Executive hereunder shall be terminated by reason of
         the liquidation of the Company for the purpose of reconstruction or
         amalgamation and he shall be offered employment with any concern or
         undertaking resulting from such reconstruction or amalgamation on terms
         and conditions not less favourable (financially and in personal status)
         than the terms of this Agreement, then he shall have no claim against
         the Company in respect of the termination of his employment hereunder
         save in respect of accrued benefits.

8.2.     If for any reason the Executive shall either:

         8.2.1.   at the Company's request resign as a director of the Company
                  or any Group Company; or

         8.2.2.   be removed from office as a director of the Company or any
                  Group Company;

         then, notwithstanding his so ceasing to be a director, this Agreement
         shall not automatically terminate and thereupon (and without any claim
         against the Company in respect of such loss of office) the Executive's
         employment hereunder shall continue for the remaining period of this
         Agreement and all the terms and conditions of this Agreement shall with
         the necessary variations apply to the Executive's employment but in any
         event, the Executive's basic annual remuneration will not at any time
         be less than US$60,000 per annum.

9.       Termination

9.1.     This Agreement shall terminate automatically upon termination of the
         Bermudian Service Agreement. Furthermore, without prejudice to clauses
         9.3 or 9.5, the Executive's employment may be terminated:

         9.1.1.   by the Company giving to the Executive not less than 12
                  months' written notice; or

         9.1.2.   by the Executive giving to the Company not less than 6 months'
                  written notice.

9.2.     Without prejudice to its rights to terminate the Executive's employment
         under clause 9.1 or its rights to suspend the Executive, the Company
         may at its sole discretion terminate the Executive's employment with
         immediate effect at any time and whether or not notice has been given
         by either party to terminate the Executive's employment by giving
         notice in writing to the Executive and if it does so the Company shall
         pay the Executive within


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         five business days of the Termination Date, in lieu of notice under
         clause 9.1, a lump sum equal to the salary in the amount it would have
         paid to the Executive if the Executive's employment had terminated in
         accordance with clause 9.1.

9.3.     This Agreement shall be subject to termination by the Company by
         summary notice in writing without pay in lieu of notice:

         9.3.1.   if the Executive shall become of unsound mind or be or become
                  a patient for the purpose of any statute relating to mental
                  health;

         9.3.2.   if the Executive shall at any time be prevented by illness or
                  accident from performing his duties for a period of 6
                  consecutive months or if he shall be absent from his duties by
                  reason of illness or accident for more than 180 working days
                  in any consecutive twelve months (provided that any such
                  periods may be extended at the sole discretion of the Board);

         9.3.3.   if the Executive terminates his employment, otherwise than in
                  accordance with the terms of clause 9.1.2 hereof, for any
                  reason prior to the expiration of this Agreement or if the
                  Executive shall have failed or neglected efficiently and
                  diligently to discharge his duties hereunder having received a
                  written warning for the misconduct within the previous 6
                  months or shall have committed any serious breach of his
                  obligations hereunder or shall have been guilty of conduct
                  tending to bring himself or the Company or any Group Company
                  into disrepute or calculated or likely to affect prejudicially
                  the interests of the Company or any Group Company or shall
                  have committed an act of bankruptcy or compounded with his
                  creditors generally.

9.4.     The termination by the Company of this Agreement shall be without
         prejudice to any claim which the Company may have for damages arising
         from any breach thereof by the Executive giving rise to such
         termination.

9.5.     The normal retirement age for employees of the Company is 60 years of
         age. The Executive's employment will terminate automatically without
         notice on his 60th birthday.

9.6.     This Agreement shall not, save as hereinbefore set out in this Clause,
         be subject to termination by notice or otherwise by the Company or by
         the Executive.

9.7.     Until this Agreement is terminated pursuant to clause 9.3, the
         Executive shall remain entitled to receive his remuneration payable
         hereunder in full notwithstanding illness or other incapacity.

9.8.     After notice of termination has been given by either party or if the
         Executive seeks to resign without notice or by giving shorter notice
         than that required under this Agreement then provided the Company
         continues to pay the Executive the contractual benefits in accordance
         with this Agreement, the Company has at its discretion the right for
         the notice period or balance of the notice period (the "Garden Leave
         Period") then outstanding until the termination date of this Agreement
         to:


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         9.8.1.   exclude the Executive from the Company's premises and require
                  the Executive not to attend at the Company's premises; and/or

         9.8.2.   require the Executive to carry out no duties; and/or

         9.8.3.   require the Executive not to communicate or deal with
                  employees, agents, consultants, clients or other
                  representatives of the Company;

         Provided always that the maximum permitted Garden Leave Period shall be
         six months.

10.      Consequence of Termination

10.1.    Upon the termination of this Agreement howsoever arising, the Executive
         shall at any time or from time to time thereafter upon the request of
         the Company resign, without claim for compensation for loss of office,
         as a director of the Company and such offices held by him in any of the
         Group Companies as may be so requested and should he fail to do so, the
         Company is hereby irrevocably authorised to appoint some person in his
         name and on his behalf to sign and do any documents or things necessary
         or requisite to give effect thereto.

11.      Non-Competition

11.1.    Since the Executive has obtained in the course of his employment prior
         to the date hereof and is likely to obtain in the course of his
         employment hereunder knowledge of the trade secrets and also other
         confidential information in regard to the business of the Company and
         of any Group Company with which he becomes associated, the Executive
         hereby agrees with the Company that in addition to the restrictions
         contained in clause 4.3 he will not:

         11.1.1.  during the period of 6 months following the termination of his
                  employment hereunder (howsoever caused) either on his own
                  account or for any other person, firm or company directly or
                  indirectly be engaged in or concerned with any business or
                  undertaking which is engaged in or carries on in the United
                  Kingdom any insurance business which competes or seeks to
                  compete with the marketing business carried on by the Company
                  or the reinsurance business carried out by any other Group
                  Company for which the Company is carrying out marketing and
                  promotional activities at the date of termination.

         11.1.2.  During the period of 6 months following the termination
                  aforesaid either on his own account or for any other person,
                  firm or company directly or indirectly solicit, interfere with
                  or endeavour to entice away from the Company or any Group
                  Company the custom for reinsurance business of any person,
                  firm or company who at the date of termination aforesaid or
                  who in the period of 12 months immediately prior to such date
                  was a customer or client of the Company or any Group Company
                  with whom the Executive was actively concerned or who at such
                  date was negotiating with the Executive in relation to all or
                  part of the Group's business.


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         11.1.3.  During the period of 12 months following the termination
                  aforesaid either on his own account or for any other person,
                  firm or company solicit the services of or endeavour to entice
                  away from the Company or any Group Company any director, or
                  executive of the Company or any Group Company with whom the
                  Executive was actively concerned (whether or not such person
                  would commit any breach of his contract of employment or
                  engagement by reason of leaving the service of such company)
                  nor shall the Executive knowingly employ or aid or assist in
                  or procure the employment by any other person, firm or company
                  of any such person.

11.2.    While the restrictions aforesaid are considered by the Parties to be
         reasonable in all the circumstances it is agreed that if any of such
         restrictions shall, taken together, be adjudged to go beyond what is
         reasonable in all the circumstances for the protection of the
         legitimate interests of the Company or any Group Company but would be
         adjudged reasonable if part of the wording thereof were deleted or
         modified the said restrictions shall apply with such words deleted or
         modified.

11.3.    The Executive hereby agrees that he will at the request and cost of the
         Company enter into a direct agreement or undertaking with any Group
         Company whereby he will accept restrictions and provisions
         corresponding to the restrictions and provisions herein contained (or
         such of them as may be appropriate in the circumstances) in relation to
         such services and such area and for such period as such company or
         companies may reasonably require for the protection of its or their
         legitimate interests provided that the terms of such restrictions and
         provisions will not be more onerous than the restrictions and
         provisions of this agreement.

12.      Untrue Statements

         The Executive shall not knowingly at any time make any untrue statement
         in relation to the Company or any Group Company and in particular shall
         not after the determination of his employment hereunder wrongfully
         represent himself as being employed by or connected with the Company or
         any Group Company.

13.      Intellectual Property

13.1.    The Executive may make, discover or create Intellectual Property in the
         course of his duties under this Agreement and agrees that in this
         respect he has a special obligation to further the interests of the
         Company.

13.2.    Subject to the provisions of the Patents Act 1977, the Registered
         Designs Act 1949 and the Copyright Designs and Patents Act 1988 if at
         any time during his employment under this Agreement the Executive makes
         or discovers or participates in the making or discovery of any
         Intellectual Property relating to or capable of being used in the
         business for the time being carried on by the Company or any Group
         Companies full details of the Intellectual Property shall immediately
         be communicated by him t o the Company and shall be the absolute
         property of the Company. At the request and expense of the Company the
         Executive shall give and supply all such information data drawings and


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         assistance as may be requisite to enable the Company to exploit the
         Intellectual Property to the best advantage and shall execute all
         documents and do all things which may be necessary or desirable for
         obtaining patent or other protection for the Intellectual Property in
         such parts of the world as may be specified by the Company and for
         vesting the same in the Company or as it may direct.

13.3.    The Executive irrevocably appoints the Company to be his agent in his
         name and on his behalf to sign, execute or do any such instrument or
         thing and generally to use his name for the purpose of giving to the
         Company (or its nominee) the full benefit of the provisions of this
         clause and in favour of any third party a certificate in writing signed
         by any director or the secretary of the Company that any instrument or
         act falls within the authority conferred by this clause shall be
         conclusive evidence that such is the case.

13.4.    If the Intellectual Property is not the property of the Company, the
         Company shall, subject to the provisions of the Patents Act 1977, have
         the right to acquire for itself or its nominee his rights in the
         Intellectual Property within 3 months after disclosure pursuant to this
         clause on fair and reasonable terms to be agreed or settled by a single
         arbitrator.

13.5.    The Executive waives all of his moral rights (as defined in the
         Copyright, Designs and Patents Act 1988) in respect of any acts of the
         Company or any acts of third parties done with the Company's authority
         in relation to any Intellectual Property which is the property of the
         Company by virtue of this clause.

13.6.    Rights and obligations under this clause shall continue in force after
         termination of this Agreement in respect of Intellectual Property made
         during the Executive's employment under this Agreement and shall be
         binding upon his representatives.

14.      Discipline and Grievance Procedures

14.1.    If the Executive has a grievance, regarding the employment, he should,
         in the first instance speak to the Company's Chairman. If the grievance
         is not resolved to his satisfaction, he should then refer to the
         grievance procedure, which will be provided to him with his letter of
         employment.

14.2.    The disciplinary procedures applicable to the Executive will be
         provided to him with his letter of employment.

14.3.    The disciplinary and grievance procedures do not form part of this
         Agreement.

15.      Delegation

         The Company may at any time and from time to time delegate its power
         and authority under this Agreement to any Group Company and such
         delegation (or the revocation thereof) shall be effective upon the
         Company's giving written notice of the same to the Executive.


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16.      Notices

         Notices may be given by either Party by pre-paid first class post or by
         hand delivery addressed to the other Party at (in the case of the
         Company) its registered office for the time being and (in the case of
         the Executive) his last known address. Any such notice given by post
         shall be deemed to have been served on the second week day after
         dispatch (public holidays excepted) and any notice so given by hand
         shall be deemed to have been served when delivered if delivered during
         normal business hours or, if delivered outside such hours, at the next
         time after delivery when normal business hours commence.

17.      Miscellaneous

17.1.    The expiration or termination of this Agreement howsoever arising shall
         not operate to affect such of the provisions hereof as are expressed or
         intended to remain in full force and effect notwithstanding such
         termination.

17.2.    If any of the clauses, conditions, covenants or restrictions of this
         Agreement or any deed or document emanating from it shall be found to
         be void but would be valid if some part hereof were deleted or
         modified, then such clause, condition, covenant or restriction shall
         apply with such deletion or modification as may be necessary to make it
         valid and effective.

17.3.    This Agreement shall be binding and enure for the benefit of the
         successors of the Parties but shall not be assignable.

17.4.    This Agreement (together with any documents referred to herein)
         constitutes the whole agreement between the Parties relating to its
         subject matter.

17.5.    The headings in this Agreement are inserted for convenience only and
         shall not affect the construction of this Agreement.

17.6.    This Agreement may be executed in counterparts each of which when
         executed and delivered shall constitute an original but all such
         counterparts together shall constitute one and the same instrument.

17.7.    No provision in this Agreement may be amended unless such amendment is
         agreed to in writing, signed by the Executive and by a duly authorised
         officer of the Company. No waiver by either Party of any breach by the
         other Party of any condition or provision of this Agreement to be
         performed by such other Party shall be deemed a waiver of a similar or
         dissimilar condition or provision at the same or any prior or
         subsequent tune. Any waiver must be in writing and signed by the
         Executive or a duly authorised officer of the Company, as the case may
         be.

17.8.    This Agreement shall be governed by and construed in accordance with
         the law of England and the Parties hereby irrevocably submit to the
         non-exclusive jurisdiction of the English courts.


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IN WITNESS WHEREOF, the Parties have executed this Agreement as of the date
first written above.



SIGNED by

on behalf of Montpelier Marketing Services (UK) Limited)
in the presence of



/s/
--------------------------------------
Witness



SIGNED by Thomas George Story Busher                          )
in the presence of


/s/
--------------------------------------
Witness



/s/ Thomas George Story Busher
--------------------------------------



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