**Exhibit 14**

 

 

**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,officers and employees of the Company (collectively, “Montpelier Associates”) conduct business activities in a mannerconsistent with this Code of Conduct and Ethics (the “Code of Conduct”).

 

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, and Waivers of, the Code of Conduct ofEthics

 

B.            Encouraging the Reporting of any Illegal or UnethicalBehavior

 

C.            Compliance with Laws, Rules and Regulations

 

D.            Insider Trading

 

E.             Confidential Information

 

F.             Protection and Proper Use of Company Assets andIntellectual Property

 

G.            Corporate Opportunity and Conflicts

 

H.            Fair Dealing

 

I.              Records Retention/Destruction

 

J.             Accurate Recording and Reporting

 

**A.   Compliancewith, and Waivers of, the Code of Conduct 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 of the Board and will be promptly disclosed toshareholders as required by SEC and NYSE rules.

 

If a law conflicts with apolicy in the Code of Conduct, Montpelier Associates must comply with thelaw.  If a local custom conflicts withthe Code of Conduct, however, Montpelier Associates must comply with the Codeof Conduct.  Montpelier Associates shouldseek advice from the Company’s legal department for determination as to whethera conflict exists between any policy in the Code of Conduct and the law toensure their compliance with the policy and observance of all laws andregulations.

 

This Code of Conduct shallbe available on the Company’s website.  Itshall also be available, in print, to shareholders upon request, and by anyother means required by law or stock exchange regulation.

 

**B.   Encouragingthe Reporting of any Illegal or Unethical 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 areencouraged to talk to their supervisor, manager or other appropriate personnelwhen in doubt about the best course of action in a particular situation.

 

Montpelier Associates shouldbe alert and sensitive to situations that could result in misconduct.  If they believe that actions have taken place,may be taking place, or may be about to take place that violate or wouldviolate the Code of Conduct, any applicable laws or regulations or any otherCompany policy, they are obligated to bring the matter to the attention of theCompany.

 

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 any reports relating toaccounting, internal accounting controls or auditing matters.

 

Violations of this policyshould be reported to the Group or Subsidiary General Counsel.  The Company maintains a Whistleblower hotline(441-299-7559) that can be used to report suspected violations of the Code ofConduct.  Reports to the hotline may bemade anonymously.

 

Further, under ourWhistleblower Policy, the Company expressly forbids any retaliation against anyemployee for reporting suspected misconduct.  Any person who participates in any retaliationis 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.

 

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**C.   Compliancewith Laws, Rules and Regulations**

 

Every Montpelier Associate must adhere to legal and regulatoryrequirements governing his or her business decisions and actions. MontpelierAssociates should make every effort to ensure that they and the Company are incompliance with all legal and regulatory matters applicable to their area ofemployment or position with the Company. Any legal, regulatory or governmentalinquiry or action should be directed to, and handled by, the Company Secretary,or in his absence, the Corporate Affairs Manager. In acting to ensure thatMontpelier Associates and the Company are in compliance with legal andregulatory matters, the actions of Montpelier Associates should comply withboth the spirit, as well as the letter, of the law.

 

**D.   InsiderTrading**

 

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, or fromadvising or encouraging anyone else to buy or sell stock or any other kind ofproperty if that information has not been reported publicly first. This isimproper use of inside information and it is illegal in the United States andmany other countries.

 

It is also highlyinappropriate for any Montpelier Associate to sell short the Company’s stock orengage in other transactions where the Montpelier Associate will earn a profitbased on a decline in the Company’s stock price.

 

The Company has providedeach Montpelier Associate with a separate document entitled “Insider TradingPolicy.”  The Insider Trading Policyaddresses insider trading law and how such law applies to MontpelierAssociates.

 

**E.   ConfidentialInformation**

 

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.

 

Confidential informationincludes all non-public information that might be of use to competitors,harmful to the Company or its customers or of interest to other parties, ifdisclosed.  Montpelier Associates areprohibited from using such confidential information to the detriment of theCompany, its employees and customers. The responsibility of MontpelierAssociates to maintain the Company’s confidential information exists duringtheir employment or association with the Company and after termination of theiremployment or association with the Company. The Company may pursue legalremedies to prevent any Montpelier Associate or a subsequent employer, asapplicable, from benefiting from the Company’s confidential information.

 

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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.   Protectionand Proper Use of Company Assets and Intellectual Property**

 

The Company’s property is tobe used solely for the benefit of the Company.  Company property includes tangible propertysuch as funds, premises, equipment and furnishings, as well as proprietaryinformation such as customer lists, non-public financial information, businessplans and forecasts, software and ideas for new products and services.  Montpelier Associates may not use Companyproperty for personal benefit, nor may they take Company property with themwhen they cease working for the Company.  The use and transfer of Company property tothird parties must be consistent with Company policies.

 

Funds and assets of theCompany may only be used for legitimate business purposes and in a mannerconsistent with Company policies.  Servicesshould be provided and products purchased on the basis of quality, value, priceand other tangible criteria. Furthermore, the Company’s funds or assets maynever be used for any unlawful purpose.

 

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. TheCompany will 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 true whether 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 theycan be compromised or even forfeited if they are not vigilantly protected.  In order to protect the Company’s intellectualproperty, Montpelier Associates and contractors should use their best effortsto:

 

·                  Recognize andidentify the Company’s actual or potential intellectual property assets;

·                  Assist insecuring the Company’s ownership of intellectual property assets;

 

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·                  Assist, whereappropriate, in registering, patenting, or otherwise legally protectingintellectual property rights;

·                  Use theintellectual property rights properly, including in licensing and other transactions;

·                  Prevent anyinfringement or misuse of the Company’s intellectual property;

·                  Notify theappropriate Company personnel of any potential infringement or misuse of theCompany’s intellectual property, so that the Company may take appropriateaction; and

·                  Have outsidevendors, contractors, licensees, joint venture partners and employees sign theappropriate Company documents acknowledging the Company’s intellectual propertyownership.

 

**G.   CorporateOpportunity 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.  In addition, directors and officers of theCompany have a duty of loyalty to the Company, pursuant to which they are prohibitedfrom taking opportunities for their own personal and other professional gainthrough the use of the Company’s property or information, or through theirposition within the Company.

 

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 this Code of Conduct to ensure that proper proceduresare in place to address conflicts which may arise.  These procedures include the review andapproval by the Company’s Audit Committee of related party transactions withthe Company or its subsidiaries in accordance with rules of the SEC andthe New York Stock Exchange and other applicable requirements.

 

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

 

*What is aCorporate Opportunity?*

 

A corporate opportunity is abusiness opportunity which:

 

·                  is within theCompany’s existing lines of business or a reasonable expansion thereof;

·                  is one in whichthe Company either has an existing interest or a reasonable expectancy of aninterest; and

·                  the Company isreasonably capable of pursuing.

 

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Montpelier Associates maynot:

 

·                  appropriate,for their own advantage, any corporate opportunity as described above that theydiscover in the course of their employment or in their capacity as directors;

·                  competedirectly or indirectly with the Company in the pursuit of corporate opportunitiesas described above; and

·                  use the Company’sproperty, information or position for personal gain outside of his or herrelationship with 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 a memberor observer of the Company’s Board, including Company property or informationdiscovered through such position, or it shall not constitute a “corporate opportunity.”

 

*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 conflict situation can arise when aMontpelier Associate takes actions or has interests that may make it difficultto perform his or her Company work objectively and effectively.  Conflicts of interest also arise when aMontpelier Associate, or a member of his or her family, receives improperpersonal benefits as a result of his or her position in the Company.  Loans to, or guarantees of obligations of,such persons 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 includetransactions with the Company or its subsidiaries that are required to beapproved.  Accordingly, there may betimes when a Montpelier Associate’s material interest in an issue or matterwill limit or prevent that person’s ability to participate in a matterinvolving that 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 andfulfill any fiduciary duty he or she may have to the Company and itsshareholders with respect to such corporate opportunity or conflict;

·                  act in goodfaith and in a manner he or she reasonably believes is in the best interests ofthe Company;

 

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·                  act in a mannerentirely fair to the Company; and

·                  report suchopportunity or conflict in accordance with the procedures below.

 

*Procedurefor Reporting Corporate Opportunities and Conflicts*

 

·                  When acorporate opportunity is offered to a Montpelier Associate or a conflict arises,such Montpelier Associate must immediately report the opportunity or conflictto the chairman of the Audit Committee for consideration by the Audit Committee.

·                  Any MontpelierAssociate who is uncertain as to whether an opportunity offered is a “corporateopportunity” or a “conflict” should err on the side of disclosing theopportunity to the Audit Committee for its determination.

 

*FinalDetermination of Corporate Opportunities and Conflicts*

 

·                  The AuditCommittee shall determine 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 AuditCommittee determines that a conflict of interest exists in connection with aMontpelier Associate, 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.

 

*Other*

 

·                  For theavoidance of doubt, each Montpelier Associate shall disclose to the Audit Committeeany transaction whereby the Company is investing in entities in which suchMontpelier Associate (or family member) has a material interest.

 

**H.   FairDealing**

 

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, Montpelier Associates shouldendeavour to treat all customers and suppliers fairly.  Montpelier Associates should not take unfairadvantage of anyone through manipulation, concealment, abuse of privileged orconfidential information, misrepresentation, fradulent behavior or any otherunfair dealing practice.

 

Montpelier Associates,personally or on behalf of the Company, may not directly or indirectly request,accept, offer or give money, gifts of other than nominal value, unusualhospitality or entertainment, loans (except from lending institutions) or anyother preferential treatment in dealing with any government offical or any presentor potential supplier, contractor, customer or competitor.  Montpelier Associates, personally or on behalfof the Company, may not make payments to purchasing agents or other employeesof any supplier, contractor or customer to either obtain or retain business, or

 

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to realize higher or lowerprices for the Company.  However, MontpelierAssociates may give gifts of nominal value on customary gift-giving occasions,but in so doing, Montpelier Associates should be mindful of, and observe, theformal policies that many companies and governmental agencies have with respectto the receiving of gifts by their employees.

 

Additionally, MontpelierAssociates should decline any gift, favor, entertainment or anything else ofvalue offered to such Montpelier Associate as a result of his or her positionif such gift would not fall within the guidelines discussed above for giftsfrom Montpelier Associates.

 

**I.   RecordsRetention/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 amemorandum, an e-mail, a contract or a case study, or something not as obvious,such as a computerized desk calendar, an appointment 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 cost management. The Company expects all MontpelierAssociates to comply with any published records retention or destructionspolicies or schedules, provided that all Montpelier Associates should note thefollowing general exception to any stated destruction schedule: If theybelieve, or the Company informs them, that Company records are relevant tolitigation, potential litigation (*i.e.*,a dispute that could result in litigation) or investigation, then they must preservethose records until the Company Secretary, or in his absence, the CorporateAffairs Manager, determines the records are no longer needed. This exceptionsupersedes any previously or subsequently established destruction schedule forthose records.

 

**J.   AccurateRecording and Reporting**

 

The Company requires honestand accurate recording and reporting of its business information.  Books, accounts, financial statements, andrecords must be maintained in full and accurate detail and must fairly reflectthe 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 understandable.The Company’s books, records, and reports must conform to the appropriatesystems of internal controls, disclosure controls, and other legal and regulatoryrequirements.

 

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Examples of unacceptablepractices are:

 

·                  undisclosed orunrecorded funds or assets;

·                  false orartificial entries being made in any books or records for any reason and noemployee, officer or director shall engage in any arrangement that results insuch prohibited act;

·                  non-disclosureof off balance sheet arrangements;

·                  paymentsapproved or made with the intention or understanding that it is to be used forany purpose other than that described by the document supporting the payment;and

·                  Employees, officersand directors taking any action that fraudulently influences, coerces,manipulates, or misleads any independent public or certified accountantinvolved in an audit of 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 isgrounds for discipline.

 

**K.   Disciplinary Action**

 

Any Montpelier Associatefound to have voilated the Code of Conduct shall be subject to appropriatedisciplinary action, up to and including termination.  Where criminal violations are alleged to haveoccurred or are occurring, the Company will be required to report these actualor suspected violations to the appropriate governmental authorities, or in thecase of violations of state criminal laws, to the appropriate stateauthorities.   The Company will also aidlaw enfocement authorities in the prosecution of culpable individuals.

 

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