**Exhibit 10.7**

 

This DEEDis made on the 27 day of February 2009

 

**BETWEEN**

 

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

 

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

 

**RECITALS**

 

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

 

**1.****             ****AMENDMENTS**

 

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

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

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

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## “8.(b)    Ifthe Executive’s employment is terminated by (i) the Company without Causeor (ii) the Executive for Good Reason, then in full satisfaction of theCompany’s obligations under this Agreement, the Executive, his beneficiaries orestate, as appropriate, shall be entitled to receive (A) the AccruedObligations, payable no later than seventy-five (75) days following suchtermination, (B) continued payment of the Base Salary for a period oftwelve (12) months following such termination, less applicable withholding andother deductions, payable bi-monthly in arrears on the day appointed by theBoard, (C) medical benefit continuation under the Company’s medical planfor the Executive and his dependents at the Company’s expense for a period oftwelve (12) months following such termination, and (D) in the event of aChange of Control by the Company as defined in the LTIP, Group B Benefits underthe MRH Severance Plan, as in effect on the date hereof (“Severance Plan”),provided, however, that such Group B Benefits shall be applied against andshall reduce the benefits payable herein under clauses (B) and (C).  The payments and benefits upon terminationunder clauses (B), (C) and (D) shall be subject to and conditionedupon the Executive’s execution, within sixty (60) days following suchtermination, 

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

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

 

 

INWITNESS WHEREOF, each of the parties hereto has executed this Deed as of thedate first above written.

 

 

Executedas a deed by MONTPELIER RE HOLDINGS LTD. acting by:

 

 
| Director                               |   | Director/Secretary         |
|----------------------------------------|--------|----------------------------|
|                                   |   |                       |
|   /s/  Christopher L. Harris |   |  /s/  Jonathan B. Kim |

 

 

Executedas a deed by the Employee:

 

 
|                                 |
|--------------------------------------|
|   /s/  Michael S. Paquette |   |   |
|                                 |
| Michael S. Paquette                  |

 

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