**Exhibit - 10.18**

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**MONTPELIER RE HOLDINGS LTD.**

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**LONG-TERM INCENTIVE PLAN**

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**RESTRICTED SHARE UNITAWARD AGREEMENT**

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This Award Agreement (the “Award Agreement”) is madeand entered into as of[                        ]between MontpelierRe Holdings Ltd. (the “Company”) and NAME (the “Participant”).

 

The Company hereby grants to the Participant anincentive award (the “Award”) on the terms and conditions as set forth in thisAward Agreement and in the Montpelier Long-Term Incentive Plan (the “Plan”), asthe same may be amended from time to time.

 

In accordance with this grant, and as a conditionthereto, the Company and the Participant agree as follows:

 

**SECTION 1**.  *Restricted Share Units;Vesting Period*

 
| Award:           | [      ]  Restricted Share Units  (“RSUs”)                    |
|------------------|-------------------------------------------------------------------------------------------------------|
| Vesting  Period: | [      ]  through and ending on  [      ] |

 

**SECTION 2***.  Nature of Award. *RSUs represent theopportunity to receive shares of Company common shares, $0.001666 par value pershare (“Shares”), as are earned in accordance with Section 3 of this AwardAgreement.

 

**SECTION 3**. *Vesting. *Subject tothe Participant remaining employed at the applicable Vesting Date, ashereinafter defined, the RSUs shall vest over the vesting period described in Section 1above (the “Vesting Period”) in [       ]equal tranches at midnight on [specified annual vesting dates], respectively(each a “Vesting Date”).  Shares shall beissued by the Company to the Participant in satisfaction of the Award as soonas reasonably practicable following the end of the Vesting Period.

 

**SECTION 4**.  *Termination of Employment*

 

(a)   If the Participant’s employment with the Company orone of its subsidiaries is terminated at any time during the Vesting Period:

 

                (i) for any reason otherthan termination by the Company or subsidiary for Cause, then all RSUs unvestedat the date of termination shall be forfeited, and Shares with respect to anyRSUs vested at the date of termination shall be issued to the Participant bythe Company as soon as reasonably practicable following the Vesting Period; or

 

                (ii) by the Company orsubsidiary for Cause, then all RSUs whether vested or unvested at the date oftermination shall be forfeited.

 

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(b)  For purposes of the Plan and the Award Agreement, atransfer of employment from the Company to any subsidiary of the Company orvice versa, or from one subsidiary to another, shall not be considered atermination of employment.

 

**SECTION 5**. *Change in Control.*Notwithstanding the provisions of Section 4above, if within 24 months following a Change in Control, the employment of theParticipant with the Company or one of its subsidiaries is terminated duringthe Vesting Period:

 

(a)   (i) by the Company or subsidiary without Cause,(ii) on account of death or disability (as determined in accordance with Section 8of the Plan), or (iii) by the Participant on account of a ConstructiveTermination or retirement at age 60 or later, then upon such termination theRSUs shall be deemed to have vested in full and Shares with respect to suchvested RSUs shall be issued to the Participant by the Company as soon asreasonably practicable after such termination;

 

(b)   by the Participant other than on account of aConstructive Termination or retirement at age 60 or later, then all RSUsunvested at the date of termination shall be forfeited, and Shares with respectto any RSUs vested at the date of termination shall be issued to theParticipant by the Company as soon as reasonably practicable after suchtermination; or

 

(c)   by the Company or subsidiary for Cause, then allRSUs whether vested or unvested at the date of termination shall be forfeited.

 

**SECTION 6***.  Tax Withholding. *Pursuant to Section 17(c) ofthe Plan, the Committee shall have the power and the right to deduct orwithhold, or require the Participant to remit to the Company, an amount sufficientto satisfy any federal, state, local or other taxes required by applicable lawto be withheld with respect to payment of the Award.  The Committee may condition the paymenthereunder upon the Participant’s satisfaction of such withholding obligations.

 

**SECTION 7***.  Rights As A Shareholder. *The Participant shall haveno rights as shareholder with respect to any Shares underlying the Award untiland unless the Participant’s name is entered in the Company’s Register ofMembers as the holder of such shares and a Share certificate is issued to theParticipant upon payment with respect to the Award.

 

**SECTION 8**.  *Dividend Equivalents*.  To the extent dividends are paid on Shareswith respect to the Vesting Period, the Participant shall be entitled to receivewithin 90 days following the respective payment dates of such dividends(subject to the Participant’s continued employment with the Company or one ofits subsidiaries at the relevant payment date), a cash payment equivalent tothe cash dividends paid on the number of Shares underlying the RSUs awardedpursuant to Section 2 above on such payment date.  Any payments made pursuant to this Section 8shall be in the form of ordinary compensation.

 

 

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**SECTION 9***.  Transferability. *Pursuant to Section 14of the Plan, the Participant may designate a beneficiary or beneficiaries toreceive any payment to which he or she

 

may be entitled in respectof Awards under the Plan in the event of his or her death on a form to beprovided by the Committee.  Except asprovided herein, the Participant may not sell, transfer, pledge, assign orotherwise alienate or hypothecate the RSUs, other than by his or her last Willand Testament or by the laws of descent and distribution.

 

**SECTION 10***.  Ratification of Actions. *By accepting the Award orother benefit under the Plan, the Participant and each person claiming under orthrough him or her shall be conclusively deemed to have indicated theParticipant’s acceptance and ratification of, and consent to, any action takenunder the Plan or the Award by the Company, the Board or the Committee.  All decisions or interpretations of theCompany, the Board and the Committee upon any questions arising under the Planand/or this Award Agreement shall be binding, conclusive and final on allparties.  In the event of any conflictbetween any provision of the Plan and this Award Agreement, the terms andprovisions of the Plan shall control.

 

**SECTION 11***.  Notices. *Any notice hereunder to the Company shall be addressed to its office,Montpelier House, 94 Pitts Bay Road, Hamilton HM08, Bermuda; Attention:Corporate Secretary, and any notice hereunder to the Participant shall beaddressed to him or her at the address specified on the Award Agreement,subject to the right of either party to designate at any time hereafter inwriting some other address.

 

**SECTION 12***.  Definitions. *Capitalized terms not otherwise defined herein shall have the meaningsgiven them in the Plan.

 

**SECTION 13***.  Governing Law and Severability. *This Award Agreement will begoverned by and construed in accordance with the laws of Bermuda, withoutregard to conflicts of law provisions. In the event any provision of the Award Agreement shall be held illegalor invalid for any reason, the illegality or invalidity shall not affect theremaining parts of the Award Agreement, and the Award Agreement shall beconstrued and enforced as if the illegal or invalid provision had not beenincluded.

 

**SECTION 14***.  No Rights to Continued Employment. *This Award Agreement is nota contract of employment.  Nothing in thePlan or in this Award Agreement shall interfere with or limit in any way theright of the Company or any subsidiary to terminate the Participant’semployment at any time, for any reason or no reason, or confer upon theParticipant the right to continue in the employ of the Company or a subsidiary.

 

**SECTION 15***.  Counterparts.*This Award Agreement may besigned in any number of counterparts, each of which shall be an original, withthe same effect as if the signatures thereto and hereto were upon the sameinstrument.

 

 

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IN WITNESS WHEREOF, the undersigned have caused thisAward Agreement to be duly executed as of the date first written above.

 
|   | MONTPELIER RE HOLDINGS  LTD. |
|--------|------------------------------|
|   |                         |
|   |                         |
|   | By:                          |
|   | Name:                        |
|   | Title:                       |
|        |                              |  |

 

 
|   | PARTICIPANT |
|--------|-------------|
|   |        |
|   |        |
|   | By:         |
|   | Name:       |
|   | Title:      |
|        |             |  |