Exhibit 10.1


SERVICE
AGREEMENT


 


This SERVICE AGREEMENT (the “Agreement”)
is made as of this 13th day of March, 2008, by and between
Christopher L. Harris, an individual having an address at 94 Pitts Bay Road, P.O. Box
HM 2079, Pembroke HM HX, Bermuda (the “Executive”) and Montpelier Re Holdings
Ltd., whose registered office is located at Clarendon House, 2 Church Street,
Hamilton, Bermuda (the “Company”).


 


W  I  T  N  E  S  S
E  T  H:


 


WHEREAS, pursuant to a
Service Agreement, dated as of March 25, 2002 between the Company and the
Executive and subsequent amendments, the Executive currently serves as
President and Chief Underwriting Officer and Chief Risk Officer of the Company;
and


 


WHEREAS, the Company desires
to continue to employ the Executive, and the Executive desires to continue
employment under the terms and conditions of this Agreement;


 


NOW, THEREFORE, for and in
consideration of the premises and the mutual covenants and agreements herein
contained, and for other valuable consideration, the receipt and sufficiency of
which are hereby acknowledged, the parties hereby agree as follows:


 


1.             Employment.  The Company hereby shall continue to employ
the Executive, and the Executive hereby accepts the continuation of employment
as the President of the Company and accepts the new position of Chief Executive
Officer (“CEO”) of the Company, under the terms and subject to the conditions
set forth herein.


 





















 


 


2.             Term.  Subject to paragraph 7, the Executive shall
be employed hereunder for the period commencing July 1, 2008, which shall
be the effective date (“Effective Date”) of this Agreement, and ending June 30,
2011 (the “Term”).


 


3.             Duties.

(a)  During the Term, the Executive shall have all responsibilities
commensurate with the positions of President and CEO.  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 be assigned to or vested in him by the
Board and shall give to the Board such information regarding the affairs of the
Company, and of any Group Company, as it shall require and at all times 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, including but not limited to
Montpelier Reinsurance Ltd., (without further remuneration except as otherwise
agreed), and shall accept such offices in any such Group Company as the Board
may require.  The Executive shall well
and faithfully serve the Company and the Group Companies, and shall use his
best endeavors to promote, develop and extend their businesses and interests,
giving at all times the full benefit of his knowledge, expertise, technical
skill and ingenuity.  All other senior
officers and executives of the Company shall report to the Executive.  For purposes of this Agreement, “Group
Company” shall mean and include any company which is from time to time a
holding company (as defined by Section 86 of the Companies Act 1981 (the “Companies
Act”), but irrespective of whether it is a Bermuda Company or an overseas
company) of the Company, a subsidiary company (as so defined) of the Company, a
subsidiary company (as so defined) of a holding company (as so defined) of the
Company or in which the Company owns at least 50% of the issued share capital.


 


 


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(b)           The Executive agrees that he will
devote substantially all of his time and attention to the affairs of the
Company and the Group Companies and that he will not engage, directly or
indirectly, in any other business or occupation during the Term.  The Executive may (i) serve on
corporate, civic or charitable boards or committees and otherwise engage in
charitable and civic activities, and (ii) engage in personal investment
activities on behalf of himself or his family, provided that Executive
continues to devote substantially all of his time and attention to the affairs
of the Company and the Group Companies.


 


(c)           The Company reserves the right to require
the Executive not to attend work and/or not to undertake all or any of his
duties hereunder during a period of up to twelve (12) months immediately
preceding the termination of his employment, provided always that the Company
shall continue to pay the Executive’s Base Salary, Housing Allowance, Target
Bonus or other such bonus amount payable to Annual Bonus Plan Group A
participants as approved by the Compensation and Nominating Committee of the
Board (the “Compensation Committee”), and contractual benefits for such
period.  This paragraph 3(c) shall
not affect the general right of the Company to suspend the Executive for Cause
(as defined in paragraph 7(c), below).


 


4.             Compensation and Related Matters.  As full compensation for the Executive’s
performance of his duties and responsibilities hereunder during the Term, the
Company shall pay the Executive the compensation and provide the benefits set
forth below and in paragraph 5 of this Agreement:


 


(a)           Base Salary.  During the Term of this Agreement, the
Company shall pay the Executive an annual salary (the “Base Salary”) of six
hundred and seventy-five thousand dollars ($675,000 U.S.), less applicable
withholding and other deductions, payable monthly in arrears on the day 


 


 


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appointed
by the Board for the payment of salaries or pro rata if Executive is employed
for less than a full month.  The
Compensation Committee, subject to ratification of the Board, may, in its sole
discretion, increase or decrease the Base Salary at any time during the Term;
provided, however, that in no event shall the Executive’s Base Salary be
decreased at any time during the Term below the rate of $675,000 (U.S.) per
annum.  The Compensation Committee will
conduct the first base salary review no later than January 1, 2009.  The Base Salary shall be inclusive of any
director’s fees or other fees or remuneration payable to the Executive by the
Company or any Group Company and, accordingly, either the Executive shall pay
over or cause to be paid over to the Company all such fees or remuneration paid
or payable to him or his Base Salary shall be reduced by the amount of such
fees or remuneration.


 


(b)           Bonuses.  The Executive shall be entitled to
participate in the Company’s annual bonus plan with a target bonus equal to
100% of his Base Salary (the “Target Bonus”). 
For the year in which the Executive first becomes CEO, such Target Bonus
shall be determined based on the Base Salary in effect while CEO.  If the Company’s annual bonus plan is
terminated during the term of this Agreement the Executive shall remain
entitled to an annual bonus on the same terms and conditions as were contained
in the Company’s annual bonus plan with a target bonus equal to the Target
Bonus.  Notwithstanding any provision in
the applicable annual bonus plan to the contrary, the annual bonus, if any,
earned by the Executive with respect to a fiscal year will be paid to the
Executive no later than seventy-five (75) days following the end of such fiscal
year.


 


(c)           Long-Term Incentive Plan.  Each year during the Term, the Executive
shall be entitled to participate in the Montpelier Long-Term Incentive Plan (“LTIP”),
as in effect from time-to-time, 


 


 


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or
shall be entitled to comparable long-term incentives outside of the LTIP (if
the LTIP is terminated and the Company does not adopt any comparable
replacement plan) with an annual target value of not less than his then Base
Salary and a vesting period of not more than four (4) years.  On July 1, 2008, the Executive shall
receive a grant of 25,000 Restricted Share Units (“RSUs”) which shall vest
pro-rata on an annual basis over five years beginning July 1, 2008 and
ending June 30, 2013, provided, however, if the Company chooses to
non-renew or terminate this Agreement prior to June 30, 2013 for other
than “Cause” as defined in paragraph 7(c), these RSUs shall be deemed fully
vested and the shares with respect to these RSUs shall be issued as soon as
reasonably practicable following the date on which these RSUs would otherwise
have become fully vested.


 


(d)           Housing Allowance.  Until the termination of this Agreement, the
Executive shall receive a housing allowance of $12,000 per month.


 


(e)           Benefits.  The Executive shall be eligible to receive
the benefits that the Company generally makes available to its executives (as
the same may be revised from time to time), including but not limited to, the
Company’s retirement, savings, medical, dental, life insurance and deferred compensation
plans.


 


(f)            Paid Holiday.  In addition to the usual public holidays, the
Executive shall be entitled to receive twenty-five (25) paid business days
holiday each year.  The Executive may
schedule the holiday days as he elects, subject to the reasonable disapproval
of the Board.  Any entitlement to holiday
remaining at the end of a year may be carried to the next succeeding year but
no further.  Entitlement to holiday (and
on termination, holiday pay in lieu of holiday) accrues pro rata 


 


 


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throughout
each year, provided that fractions of days shall be disregarded in calculating
entitlement to vacation or payment in lieu thereof.


 


(g)           Currency.  The Executive’s Base Salary, annual bonuses,
cash settlement, if any, of Performance Shares under the LTIP (or their
equivalent) and any other cash remuneration or reimbursement payable by the
Company to the Executive shall be denominated in U.S. dollars.  All such payments and reimbursements, whether
fixed (e.g., Base Salary,) or variable (annual bonuses, LTIPs, etc.) shall be
paid in U.S. dollars, unless Executive consents, in writing, to use of another
currency.


 


5.             Reimbursement.  The Executive shall be reimbursed for all
documented business related expenses. 
The Executive shall be entitled to be reimbursed for first-class air
fare and the expenses of appropriate hotel accommodations for business
travel.  The Executive shall be reimbursed
for the cost of business-class air fare for personal travel for the Executive
and his household for up to eight (8) trips per year.  The Executive shall be reimbursed for
reasonable tax advisory services.  All
amounts payable under this paragraph 5 shall be subject to the Executive’s
presentment to the Company of appropriate documentation.  The Executive may not travel by motor scooter
(or similar transport) and, when in Bermuda, shall travel by car or taxi
service at Company expense.


 


6.             Confidentiality


 


(a)           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
termination thereof, divulge to any person whomsoever and shall use his
reasonable endeavors to 


 


 


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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; provided that the foregoing
shall not prevent or limit the Executive from complying with any applicable law
or with the directive of any court or administrative body or agency having the
legal authority to compel testimony from or the production of documents by the
Executive.  The provisions of this
paragraph 6(a) shall not apply to any information which is or becomes
publicly known other than as a result of the Executive’s breach of this
agreement.


 


(b)           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 paragraph (a) above 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.


 


7.             Termination.  The Executive’s employment shall terminate
upon:


 


(a)           the Executive’s death; or


 


(b)           the Executive being unable to perform
his duties and responsibilities hereunder due to his disability (as defined
below).  For purposes of this Agreement,
the term “disability” shall mean that the Executive has been unable to perform
the duties and responsibilities required of him hereunder due to a physical
and/or mental disability for a period of six (6) consecutive months or 


 


 


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for
more than one-hundred eighty (180) working days, whether or not consecutive,
during any twelve (12) month period; provided that any such periods may be
extended at the sole discretion of the Board. 
From the date on which the Executive’s disability commences through the
date on which the Executive’s employment hereunder is terminated by reason of
such disability, the Executive shall continue to receive the Base Salary (less
any Company-paid benefits that he receives, such as short term disability or
workers compensation, during such period); or


 


(c)           the termination of the Executive’s
employment by the Company for “Cause”. 
For purposes of this Agreement, “Cause” shall mean: (i) conviction
of an offense (other than a road traffic offense or other non-material offense
not subject to a custodial sentence); or (ii) willful gross negligence or
willful gross misconduct by the Executive in connection with his employment
with the Company or a Group Company which causes or is likely to cause material
loss or damage to the Company or such Group Company; or


 


(d)           the resignation of the Executive for “Good
Reason”.  For purposes of this Agreement “Good
Reason” shall mean: (i) a decrease in the Executive’s Base Salary (except
as authorized under paragraph 4 (a)) or any material decrease in bonus
opportunity; (ii) a material diminution in the authority, duties or
responsibilities of the Executive’s position with the result that the Executive
makes a determination in good faith that he cannot continue to carry out his
job in substantially the same manner as it was intended to be carried out
immediately before such diminution; (iii) a relocation of the Company’s
executive offices from Bermuda without the Executive’s consent as long as the
Executive is CEO of the Company; and (iv) a material breach by the Company
of the terms of this Agreement or of any award under the LTIP; provided that
Executive shall have provided written notice to the Company (attention of at
least two members 


 


 


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of the
Board other than the Executive), setting forth the alleged Good Reason within
120 days of the event, and the breach shall not have been cured within thirty
(30) days of receipt of the notice.


 


(e)           the termination of the Executive’s
employment by the Company without Cause; or


 


(f)            the resignation of the Executive
without Good Reason.


 


8.             Termination
Payments and Benefits.


 


(a)           If the Executive’s employment is
terminated by the Company for Cause pursuant to paragraph 7(c), 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, no
later than seventy-five (75) days following such termination, (A) the Base
Salary provided for herein up to and including the effective date of
termination, prorated on a daily basis; (B) payment for any accrued, but
unused paid holiday as of the effective date of termination; and (C) any
reimbursements to which he may be entitled under paragraph 5 of this Agreement.


 


(b)           If the Executive’s employment is
terminated by: (i) reason of the Executive’s death or disability, or (ii) the
Executive without Good Reason pursuant to paragraph 7(f), 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, no
later than seventy-five (75) days following such termination, (A) the Base
Salary provided for herein up to and including the effective date of
termination, prorated on a daily basis; (B) payment for any accrued, but
unused paid holiday as of the effective date of termination; (C) any
reimbursements to which he may be


 


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entitled
under paragraph 5 of this Agreement; and (D) repatriation expenses equal
to three (3) months of Base Salary and Housing Allowance.


 


(c)           If the Executive’s employment is
terminated by: (i) the Company without Cause pursuant to paragraph 7(e),
or (ii) the Executive for Good Reason pursuant to paragraph 7(d), 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) an amount equal to the
Base Salary, bonuses and any Performance Shares, RSUs or other LTIP Awards
earned but not previously paid through the date of termination; (B) payment
for any accrued but unused paid holiday as of the effective date of
termination; (C) any reimbursements to which the Executive may be entitled
under paragraph 5 of this Agreement; (D) an amount equal to the sum of the
Base Salary then in effect and the annual Target Bonus for the year during
which the termination occurs, multiplied by the greater of (I) two (2), or
(II) the remaining number of years and fractions thereof (with each full
and partial month counting as one-twelfth (1/12th) of a year) in the Term; (E) medical
benefit continuation under the Company’s medical plan for the Executive and his
household for a period of three (3) years following the termination of the
Executive’s employment at the Company’s expense and thereafter at the Executive’s
expense; (F) full vesting to 100% (but not accelerated payment) of any
unvested RSUs or other long-term incentive compensation awarded to the
Executive under any LTIP or award or similar agreement; and (G) pro rata
payment with respect to any outstanding Performance Shares previously awarded
to the Executive, with performance measured at the end of the year in which the
termination occurs and with the valuation of such Performance Shares (if paid
in cash) based on the average of the last ten (10) trading days of the
year in which the termination occurs.  In
addition, the Executive shall be entitled to Group A Benefits under the
Montpelier Re Holdings Severance Plan (“Severance 


 


 


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Plan”),
if such Severance Plan has been adopted and is then in effect; provided,
however, that such Group A Benefits shall be applied against and shall reduce
the benefits payable under this paragraph 8(c). 
In addition, if the Executive’s employment is terminated in any of the
circumstances covered by this paragraph 8(c), then notwithstanding any
provision in any Company stock option held by the Executive to the contrary,
the Executive shall be entitled to exercise any Company stock options during
the two (2) year period beginning on his date of termination (but not
beyond the expiration date of the option). 
Payment of benefits upon termination under clauses (D), (E), (F), and (G) of
this paragraph 8(c) shall be made no later than seventy-five (75) days
following such termination, subject to and conditioned upon the Executive’s
execution, within sixty (60) days following such termination, of a Separation
Agreement and General Release within the meaning of the Severance Plan.


 


9.             Non-Renewal of Agreement.  If this Agreement is not renewed at the end
of the Term and upon or following such non-renewal the Executive’s employment
with the Company terminates for any reason, but the Executive remains an active
member of the Board then such service as a Board member shall be considered
continued employment for purposes of determining the vesting of stock options,
RSUs, Performance Shares and any other form of long-term incentive
compensation, and the Executive shall remain entitled to continuing health
coverage for himself and his household at the Company’s expense.  If this Agreement is not renewed at the end
of the Term and upon or following such non-renewal the Executive’s employment
with the Company terminates for any reason and the Executive is removed from
the Board (other than for Cause) or is not reelected to the Board (despite his
willingness to remain an active member of the Board), then (i) the
Executive’s unvested stock options, RSUs, Performance Shares and any other form
of long-term incentive compensation shall become 100% 


 


 


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vested,
(ii) Executive shall have two (2) years following his last day as a
member of the Board (but not beyond the expiration date of the option) in which
to exercise any outstanding stock options (notwithstanding any provision of the
stock options to the contrary), (iii) Executive shall be entitled to pro
rata payment with respect to outstanding Performance Shares previously awarded
to the Executive with performance measured at the end of the year in which his
service as a member of the Board ends and with the valuation of such
Performance Shares (if paid in cash) based on the average of the last ten (10) trading
days of such year, and (iv) Executive shall receive an amount equal to the
sum of the Base Salary then in effect plus the highest Annual Bonus paid in the
three (3) years prior to the date of non-renewal in consideration of the
restrictions imposed within paragraph 10.


 


10.           Non-Competition.


 


(a)           During the Term, 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 paragraph 3) 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 an appointed stock exchange (as
defined in the Companies Act).


 


(b)           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 


 


 


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Group
Company with which he becomes associated, the Executive hereby agrees with the
Company that in addition to the restrictions contained in paragraph (a) above,
he will not in Bermuda, the United Kingdom, or the European Economic Community:


 


(i)            During the period
of twelve (12) 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 Bermuda, the United Kingdom,
or the European Economic Community any insurance business which competes or
seeks to compete with the business carried on by the Company or any other Group
Company at the date of termination.


 


(ii)           During the period
of twelve (12) 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 endeavor to entice away from the Company or any
Group Company any person, firm or company who at the date of termination
aforesaid or who in the period of twelve (12) months immediately prior to such
date was a customer or client of or in the habit of dealing with the Company or
any Group Company or who at such date was to his knowledge negotiating with the
Company or any Group Company in relation to all or part of its business.


 


(iii)          During the period
of twelve (12) months following the termination aforesaid either on his own
account or for any other person, firm or company solicit the services of or
endeavor to entice away from the Company or any Group Company any director,
employee or consultant of the Company or any Group Company (whether or not 


 


 


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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.


 


(c)           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.


 


(d)           The Executive hereby agrees that he
will at the request and at the 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 he terms of such restrictions and provisions
will not be more onerous than the restrictions and provisions of this
Agreement.


 


11.           Successors.  The Executive’s performance hereunder is
personal to the Executive and shall not be assignable by the Executive.  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.  The Company may assign this Agreement to any
Group 


 


 


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Company
or to any successor to all or substantially all of the business and/or assets
of the Company, whether directly or indirectly, by purchase, merger,
consolidation, acquisition of stock, or otherwise, provided, however, that any
such Group Company, successor, and the Company remain jointly liable to the
Executive for performance of this Agreement. 
This Agreement shall inure to the benefit of and be binding upon the
Company and its successors and assigns.


 


12.           Legal Expenses.  The Company will pay or reimburse the
Executive for all costs and expenses (including court costs and attorney’s
fees) incurred by the Executive as a result of any claim, action or proceeding
arising out of, or challenging the validity, or enforceability of, this
Agreement or any provision hereof or any benefit or award contemplated herein,
but only if the Executive is the prevailing party, in whole or in significant
part, with respect to such claim, action or proceeding.  The Executive will pay or reimburse the
Company for all costs and expenses (including court costs and attorney’s fees)
incurred by Company as a result of any claim, action or proceeding arising out
of, or challenging the validity, or enforceability of, this Agreement or any
provision hereof or any benefit or award contemplated herein, but only if the Company
is the prevailing party, in whole or in significant part, with respect to such
claim, action or proceeding.


 


13.           Survival of Operative Sections.  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.


 


 


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14.           Miscellaneous.


 


(a)           Waiver; Amendment.  The failure of a party to enforce any term,
provision, or condition of this Agreement at any time or times shall not be
deemed a waiver of that term, provision, or condition for the future, nor shall
any specific waiver of a term, provision, or condition at one time be deemed a
waiver of such term, provision, or condition for any future time or times.  This Agreement may be amended or modified
only by a writing signed by both parties hereto.


 


(b)           Governing Law; Jurisdiction.
This Agreement shall be governed by and construed in accordance with the laws
of Bermuda and the parties irrevocably submit to the non-exclusive jurisdiction
of the Courts of Bermuda.


 


(c)           Paragraph Captions.  Paragraph and other captions contained in
this Agreement are for reference purposes only and are in no way intended to
describe, interpret, define or limit the scope, extent or intent of this
Agreement or any provision hereof.


 


(d)           Severability.  Each provision of this Agreement is intended
to be severable.  If any term or
provision hereof is illegal or invalid for any reason whatsoever, such
illegality or invalidity shall not affect the validity of the remainder of this
Agreement.


 


(e)           Integration.  To the extent that any provision of this
Agreement conflicts or is inconsistent with the terms of any LTIP, Annual Bonus
Agreement, Restricted Share Unit Award Agreement, Severance Plan or any other
compensation plan, benefit plan, award, or similar agreement, it is hereby
acknowledged and agreed that the terms most favorable to the Executive shall
control; provided that the determination as to whether any such conflict or
inconsistency exists shall be made by the Board in its reasonable
discretion.  No agreements, plans, or 


 


 


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representations,
oral or otherwise, express or implied, unless specifically referred to herein
(which reference includes the plans and agreements described in the preceding
sentence of this paragraph 14(e)), with respect to the subject matter hereof
have been made by either party which are not set forth expressly in this
Agreement.


 


(f)            Interpretation; Counterparts.  
                 (i)   No provision of this Agreement is to be
interpreted for or against any party because that party drafted such provision.
                 (ii)  For purposes of
this Agreement: “herein, “hereby,” “hereof”, “hereinafter,” “herewith,” “hereafter”
and “hereinafter” refer to this Agreement in its entirety, and not to any
particular paragraph.
                 (iii)  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).
                 (iv) 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.
                 (v)  References to
persons shall include companies, partnerships, associations and bodies of
persons, whether incorporated or unincorporated.


 


(g)           This Agreement may be executed in any
number of counterparts, each of which shall be deemed an original, and all of
which shall constitute one and the same instrument.


 


(h)           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 


 


 


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termination
of his employment hereunder wrongfully represent himself as being employed by
or connected with the Company or any Group Company.


 


(i)            Notices.  All notices and other communications
hereunder shall be in writing and shall be deemed to have been duly given if
delivered by hand delivery, or by facsimile (with confirmation of
transmission), or by overnight courier, or by registered or certified mail,
return receipt requested, postage prepaid, in each case addressed as follows:


 


	
  If
  to the Executive:

  	
   

  	
  Christopher L. Harris

  
	
   

  	
   

  	
  Montpelier House

  
	
   

  	
   

  	
  94 Pitts Bay Road

  
	
   

  	
   

  	
  Pembroke, Bermuda
  HM08

  
	
   

  	
   

  	
   

  
	
  with copies to :

  	
   

  	
  Peter Tierney

  
	
   

  	
   

  	
  Carrington,
  Coleman, Sloman & Blumenthal, L.L.P.

  
	
   

  	
   

  	
  901
  Main Street, Suite 5500

  
	
   

  	
   

  	
  Dallas,
  Texas USA 75202

  
	
   

  	
   

  	
   

  
	
  If
  to the Company:

  	
   

  	
  Montpelier
  Re Holdings Ltd.

  
	
   

  	
   

  	
  Montpelier
  House

  
	
   

  	
   

  	
  94
  Pitts Bay Road

  
	
   

  	
   

  	
  Pembroke,
  Bermuda HM08

  
	
   

  	
   

  	
  Attn.
  General Counsel

  



 


or
to such other address as either party shall have furnished to the other in
writing in accordance herewith.  Any such
notice given by post shall be deemed to have been served on the second weekday
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.


 


 


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(j)            No Limitations.  The Executive represents his employment by
the Company hereunder does not conflict with, or breach any confidentiality,
non-competition or other agreement to which he is a party or to which he may be
subject.


 


(k)           Section 409A.  Notwithstanding any other provision of this
Agreement, if at the time of termination of the Executive’s employment he is a “specified
employee” (as defined in Section 409A of the U.S. Internal Revenue Code
and any regulations or Treasury guidance promulgated thereunder (“Section 409A”))
and any payments upon such termination under paragraph 8 above will result in
additional tax or interest to the Executive, he will not be entitled to such
payments until the earlier of (i) the date that is six (6) months
after such termination of employment or (ii) any earlier date that does
not result in any additional tax or interest to the Executive under Section 409A.  In addition, if any provision of this
Agreement would subject the Executive to any additional tax or interest under Section 409A,
then the Company shall reform such provision; provided that the Company shall (x) maintain,
to the maximum extent practicable, the original intent of the applicable
provision without subjecting the Executive to such additional tax or interest
and (y) not incur any additional compensation expense as a result of such
reformation.


 


 


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


 


	
  MONTPELIER
  RE HOLDINGS LTD.

  	
   

  	
  EXECUTIVE

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  By:

  	
  /s/
  ANTHONY TAYLOR

  	
   

  	
  /s/
  CHRISTOPHER L. HARRIS

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Anthony
  Taylor, CEO

  	
   

  	
  Christopher
  L. Harris

  



 


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