**Exhibit14**

 

**Montpelier Re Holdings Ltd.**

**Code of Conduct and Ethics**

 

A cornerstone of thecorporate culture of Montpelier Re Holdings Ltd. and its subsidiaries(collectively, the “**Company**”) isthe principle that all members of the Board of Directors (the “**Board**”), observers of the Board, officersand employees of the Company (collectively, “**MontpelierAssociates**”) conduct business activities in a manner consistent withthis Code of Conduct and Ethics (the “**Code ofConduct**”).

 

Continued adherence to thesehigh standards is the responsibility of all Montpelier Associates.

 

This Code of Conductapplicable to Montpelier Associates addresses the following areas:

 

A. Compliance with, andWaivers of, the Code of Conduct of Ethics

 

B. Encouraging the Reportingof any Illegal or Unethical Behavior

 

C. Compliance with Laws, Rules andRegulations

 

D. Insider Trading

 

E. Confidential Information

 

F. Protection and Proper Useof Company Assets and Intellectual Property

 

G. Corporate Opportunity andConflicts

 

H. Fair Dealing

 

I. RecordsRetention/Destruction

 

J. Accurate Recording andReporting

 

**A.  Compliance with, and Waivers of, the Code ofConduct of Ethics**

 

We expect each MontpelierAssociate to thoughtfully review this Code of Conduct and follow both theletter and spirit of the standards and policies contained herein, and to signthe confirmation form attached, which confirms this intent.

 

Montpelier Associates who donot comply with the Code of Conduct will be subject to disciplinary action upto and including termination.

 

 

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Any waiver of any part ofthe Code of Conduct for executive officers or directors may be made only by theBoard or the Audit Committee and will be promptly disclosed to shareholders asrequired by SEC and NYSE rules.

 

This Code of Conduct shallbe available on the Company’s website. It shall also be available, in print, toshareholders upon request, and by any other means required by law or stockexchange regulation.

 

**B.  Encouraging the Reporting of any Illegal orUnethical Behavior**

 

The Code of Conduct isdesigned to encourage participation by Montpelier Associates and to provide amethod to report conduct that they suspect is in violation of the Code ofConduct. Montpelier Associates are encouraged to talk to their supervisor,manager or other appropriate personnel when in doubt about the best course ofaction in a particular situation.

 

Montpelier Associates shouldbe alert and sensitive to situations that could result in misconduct. If theybelieve that actions have taken place, may be taking place, or may be about totake place that violate or would violate the Code of Conduct, any applicablelaws or regulations or any other Company policy, they are obligated to bringthe matter to the attention of the Company.

 

In accordance with our WhistleblowerPolicy, Montpelier Associates may openly, confidentially or anonymously reportpotential violations of this Code of Conduct or potential violations orconcerns relating to any law, regulation or Company policy. This includes anyreports relating to accounting, internal accounting controls or auditingmatters.

 

Further, under ourWhistleblower Policy, the Company expressly forbids any retaliation against anyemployee for reporting suspected misconduct. Any person who participates in anyretaliation is subject to disciplinary action, including termination.

 

Montpelier Associates mustnot make allegations of violations of the Code of Conduct, any applicable lawsor regulations or any Company policy, in bad faith or in a false or frivolousmanner.

 

**C.  Compliance with Laws, Rules andRegulations**

 

Every Montpelier Associatemust adhere to legal and regulatory requirements governing his or her businessdecisions and actions. Montpelier Associates should make every effort to ensurethat they and the Company are in compliance with all legal and regulatorymatters applicable to their area of employment or position with the Company.Any legal, regulatory or governmental inquiry or action should be directed to,and handled by, the Company Secretary, or in his absence, the Corporate AffairsManager. In acting to ensure that Montpelier Associates and the Company are incompliance with legal and regulatory matters, the actions of MontpelierAssociates should comply with both the spirit, as well as the letter, of thelaw.

 

 

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**D.  Insider Trading**

 

Montpelier Associates areprohibited from using material information acquired in the course of carryingout their duties to buy or sell stock or any other kind of property, if thatinformation has not been reported publicly first. This is improper use ofinside information and it is illegal in the United States and many othercountries.

 

The Company has providedeach Montpelier Associate with a separate document entitled “Insider TradingPolicy.” The Insider Trading Policy addresses insider trading law and how suchlaw applies to Montpelier Associates.

 

**E.  Confidential Information**

 

Serious problems could becaused for the Company by unauthorized disclosure of internal non-publicinformation about the Company. Montpelier Associates are expected to maintainthe confidentiality of information entrusted to them by the Company and bycustomers, except when disclosure is authorized or legally mandated. MontpelierAssociates are prohibited from using such confidential information to thedetriment of the Company, its employees and customers. The responsibility ofMontpelier Associates to maintain the Company’s confidential information existsduring their employment or association with the Company and after terminationof their employment or association with the Company. The Company may pursuelegal remedies to prevent any Montpelier Associate or a subsequent employer, asapplicable, from benefiting from the Company’s confidential information.

 

Company personnel may notdiscuss internal Company matters or developments with anyone outside of theCompany, except as required in the performance of regular corporate duties.This prohibition applies specifically (but not exclusively) to inquiries aboutthe Company made by the financial press, investment analysts or others in thefinancial community. It is important that all such communications on behalf ofthe Company be through an appropriately designated officer under carefullycontrolled circumstances. **Unless you areexpressly authorized to the contrary,**if you receive any inquiriesof this nature, you should decline comment and refer the inquirer to theCompany Secretary, or in his absence, the Corporate Affairs Manager. **Do not try to resolve uncertainties on your own.**

 

**F.  Protection and Proper Use of Company Assetsand Intellectual Property**

 

The Company’s property is tobe used solely for the benefit of the Company. Company property includestangible property such as funds, premises, equipment and furnishings, as wellas proprietary information such as customer lists, non-public financialinformation, business plans and forecasts, software and ideas for new productsand services. Montpelier Associates may not use Company property for personalbenefit, nor may they take Company property with them when they cease workingfor the Company. The use and transfer of Company property to third parties mustbe consistent with Company policies.

 

 

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Funds and assets of theCompany may only be used for legitimate business purposes and in a mannerconsistent with Company policies. Services should be provided and productspurchased on the basis of quality, value, price and other tangible criteria.Furthermore, the Company’s funds or assets may never be used for any unlawfulpurpose.

 

The Company’s intellectualproperty includes inventions, improvements, ideas, information, software,models and programs, together with the related materials, documentation, patents,trademarks, copyrights and other rights that go along with them. The Companywill normally be the exclusive owner of all rights in intellectual propertythat is related to its business or is developed by its employees or contractorsin the course of their employment or service with the Company. This is truewhether  or not the employees orcontractors make the developments during working hours, on Company premises, orusing Company material or resources.

 

The Company’s intellectualproperty rights are extremely valuable to the Company. They are also extremely “fragile”because they can be compromised or even forfeited if they are not vigilantlyprotected. In order to protect the Company’s intellectual property, MontpelierAssociates and contractors should use their best efforts to:

 

·                  Recognize and identify theCompany’s actual or potential intellectual property assets;

 

·                  Assist in securing theCompany’s ownership of intellectual property assets;

 

·                  Assist, where appropriate,in registering, patenting, or otherwise legally protecting intellectualproperty rights;

 

·                  Use the intellectualproperty rights properly, including in licensing and other transactions;

 

·                  Prevent any infringement ormisuse of the Company’s intellectual property;

 

·                  Notify the appropriateCompany personnel of any potential infringement or misuse of the Company’sintellectual property, so that the Company may take appropriate action; and

 

·                  Have outside vendors,contractors, licensees, joint venture partners and employees sign the appropriateCompany documents acknowledging the Company’s intellectual property ownership.

 

**G.  Corporate Opportunity and Conflicts**

 

Montpelier Associates areexpected to maintain the highest degree of integrity in the conduct of theCompany’s business and to avoid any activity or personal interest that createsa conflict between their interests and the interest of the Company. Inaddition, directors and officers of the Company have a duty of loyalty to theCompany, pursuant to which they are prohibited from taking opportunities fortheir own personal and other professional gain through the use of the Company’sproperty or information, or through their position within the Company.

 

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The Company acknowledgesthat Montpelier Associates may hold positions in other companies, partnershipsand other enterprises (“**Other Entity**”)that engage in the same or similar activities or lines of business as theCompany, and which Other Entity may have an interest in the same or similarareas of corporate opportunities. Accordingly, the Company has adopted thisCode of Conduct to ensure that proper procedures are in place to addressconflicts which may arise. These procedures include the review and approval bythe Company’s Audit Committee of related party transactions with the Company orits subsidiaries in accordance with rules of the SEC and the New YorkStock Exchange and other applicable requirements.

 

The Board, through the AuditCommittee, shall take appropriate steps to assess potential conflicts andcorporate opportunities about which it becomes aware.

 

*What is aCorporate Opportunity?*

 

A corporate opportunity is abusiness opportunity which:

 

·                  is within the Company’sexisting lines of business or a reasonable expansion thereof;

 

·                  is one in which the Companyeither has an existing interest or a reasonable expectancy of an interest; and

 

·                  the Company is reasonablycapable of pursuing.

 

Montpelier Associates maynot:

 

·                  appropriate, for their ownadvantage, any corporate opportunity as described above that they discover inthe course of their employment or in their capacity as directors;

 

·                  compete directly orindirectly with the Company in the pursuit of corporate opportunities asdescribed above; and

 

·                  use the Company’s property,information or position for personal gain outside of his or her relationshipwith the Company.

 

Notwithstanding theforegoing, with respect to any director or Board observer who is not employedby the Company or a subsidiary of the Company, the opportunity must have beenpresented to that director or Board observer in such person’s capacity as amember or observer of the Company’s Board, including Company property orinformation discovered through such position, or it shall not constitute a “corporateopportunity.”

 

*What is aConflict of Interest?*

 

A “conflict of interest”occurs when an individual’s private interest interferes in any way — or evenappears to interfere — with the interests of the Company as a whole. A conflictsituation can arise when a Montpelier Associate takes actions or has intereststhat may make it difficult to perform his or her Company work objectively andeffectively. Conflicts of interest also arise when a Montpelier Associate, or amember of his or her family, receives improper personal benefits

 

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as a result of his or herposition in the Company. Loans to, or guarantees of obligations of, suchpersons are of special concern.

 

For example, personal andfinancial interests or family relationships of a Montpelier Associate mayoccasionally give rise to that person’s material personal interest in aparticular issue. These may include transactions with the Company or itssubsidiaries that are required to be approved. Accordingly, there may be timeswhen a Montpelier Associate’s material interest in an issue or matter willlimit or prevent that person’s ability to participate in a matter involvingthat issue on behalf of the Company.

 

*Obligationsof Directors, Board Observers, Officers and Employees*

 

In the event that aMontpelier Associate acquires knowledge of a potential transaction or matterthat may be a corporate opportunity for both the Company and an Other Entity,or which may otherwise present a conflict of interest, such person shall:

 

·                  satisfy and fulfill anyfiduciary duty he or she may have to the Company and its shareholders withrespect to such corporate opportunity or conflict;

 

·                  act in good faith and in amanner he or she reasonably believes is in the best interests of the Company;

 

·                  act in a manner entirelyfair to the Company; and

 

·                  report such opportunity orconflict in accordance with the procedures below.

 

*Procedurefor Reporting Corporate Opportunities and Conflicts*

 

·                  When a corporate opportunityis offered to a Montpelier Associate or a conflict arises, such MontpelierAssociate must immediately report the opportunity or conflict to the chairmanof the Audit Committee for consideration by the Audit Committee.

 

·                  Any Montpelier Associate whois uncertain as to whether an opportunity offered is a “corporate opportunity”or a “conflict” should err on the side of disclosing the opportunity to theAudit Committee for its determination.

 

*FinalDetermination of Corporate Opportunities and Conflicts*

 

·                  The Audit Committee shalldetermine whether a conflict of interest or corporate  opportunity exists on a case-by-case basisand shall memorialize its determinations and the reasons behind suchdeterminations. The Audit Committee will ensure that the directors voting on anissue are informed, disinterested and independent with respect to that issue.

 

·                  If the Audit Committeedetermines that a conflict of interest exists in connection with a MontpelierAssociate, then such Montpelier Associate shall not participate,  directly or indirectly, in the matter oractivity that has given rise to such conflict of interest unless expresslyapproved by the Audit Committee.

 

 

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*Other*

 

·                  For the avoidance of doubt,each Montpelier Associate shall disclose to the Audit Committee any transactionwhereby the Company is investing in entities in which such Montpelier Associate(or family member) has a material interest.

 

 

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**H.  Fair Dealing**

 

The Company’s policy is tooperate in compliance with all applicable competition, fair dealing and otherlaws in the markets in which the Company operates. Accordingly, MontpelierAssociates should endeavour to treat all customers and suppliers fairly.Montpelier Associates, personally or on behalf of the Company, may not directlyor indirectly request, accept, offer or give money, gifts of other than nominalvalue, unusual hospitality or entertainment, loans (except from lendinginstitutions) or any other preferential treatment in dealing with any presentor potential supplier, contractor, customer or competitor. MontpelierAssociates, personally or on behalf of the Company, may not make payments topurchasing agents or other employees of any supplier, contractor or customer toeither obtain or retain business, or to realize higher or lower prices for theCompany. However, Montpelier Associates may give gifts of nominal value oncustomary gift-giving occasions.

 

**I.  Records Retention/Destruction**

 

The Company’s corporaterecords are important assets. Corporate records include essentially all recordsMontpelier Associates produce for the Company, whether hard copy or electronic.A record may be as obvious as a memorandum, an e-mail, a contract or a case study,or something not as obvious, such as a computerized desk calendar, anappointment book or an expense record.

 

From time to time, theCompany establishes retention or destruction policies or schedules for specificcategories of records in order to ensure legal compliance, and also toaccomplish other objectives, such as preserving intellectual property and costmanagement. The Company expects all Montpelier Associates to comply with anypublished records retention or destructions policies or schedules, providedthat all Montpelier Associates should note the following general exception toany stated destruction schedule: If they believe, or the Company informs them,that Company records are relevant to litigation, potential litigation (*i.e.*, a dispute that could result inlitigation) or investigation, then they must preserve those records until theCompany Secretary, or in his absence, the Corporate Affairs Manager, determinesthe records are no longer needed. This exception supersedes any previously or subsequentlyestablished destruction schedule for those records.

 

**J.  Accurate Recording and Reporting**

 

The Company requires honestand accurate recording and reporting of its business information. Books,accounts, financial statements, and records must be maintained in full andaccurate detail and must fairly reflect the Company’s transactions.

 

All disclosures in reportsand documents that the Company files with, or submits to, the United StatesSecurities and Exchange Commission, as well as in other public communicationsmade by the Company, must be timely, full, fair, accurate and

 

 

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understandable. The Company’sbooks, records, and reports must conform to the appropriate systems of internalcontrols, disclosure controls, and other legal and regulatory requirements.

 

Examples of unacceptablepractices are:

 

·                  undisclosed or unrecordedfunds or assets;

 

·                  false or artificial entriesbeing made in any books or records for any reason and no employee, officer ordirector shall engage in any arrangement that results in such prohibited act;

 

·                  non-disclosure of offbalance sheet arrangements;

 

·                  payments approved or madewith the intention or understanding that it is to be used for any purpose otherthan that described by the document supporting the payment; and

 

·                  Employees, officers anddirectors taking any action that fraudulently influences, coerces, manipulates,or misleads any independent public or certified accountant involved in an auditof the Company.

 

Any employee, officer ordirector having information or knowledge as to a possible violation of any ofthe above provisions or any similar instances of noncompliance with the Code ofConduct or concerns regarding questionable accounting or auditing matters shallpromptly report such matter in accordance with the Whistleblower Policy.Failure to comply with these guidelines is grounds for discipline.

 

 

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