**Exhibit - 10.13**

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**Montpelier Re Holdings Ltd.Amended and Restated Directors Share Plan**

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**1.         Purposeof this Plan.**

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Thepurpose of this Montpelier Re Holdings Ltd. Directors Share Plan (as amendedfrom time to time, the “**Plan**”) is toprovide Non-Employee Directors of Montpelier Re Holdings Ltd. (the “**Company**”) with the opportunity to receive equity-basedcompensation for their services to the Company.

 

**2.         Definitions.**

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“**Annual Meeting**”means the Company’s annual general meeting of shareholders.

 

“**Annual Retainer**”means the annual amount payable by the Company to a Non-Employee Director forBoard service as a Non-Employee Director.

 

“**Board**” meansthe Board of Directors of the Company.

 

“**Director**” meansan individual who is a member of the Board.

 

“**Non-Employee Director**”means an individual who is a Director and who does not receive compensation forservice as an employee of the Company or any of its subsidiaries, including anindividual who is a Director and who previously did receive compensation forservice as an employee of the Company or any of its subsidiaries.

 

“**Participant**”means a Non-Employee Director who elects to participate in this Plan.

 

“**Plan Year**”means (i) the period beginning on the date of the 2005 Annual Meeting andending on the date immediately preceding the date of the 2006 Annual Meetingand (ii) for each year beginning on and after the date of the 2006 AnnualMeeting, the period beginning on the date of the Annual Meeting and ending onthe date immediately preceding the date of the next Annual Meeting, for so longas this Plan shall remain in effect.

 

“**Share**” means acommon share of Montpelier Re Holdings Ltd., par value 1/6 cent per share.

 

“**Share Unit**”means an award granted under Section 4(b) of this Plan, each of whichunits represents the right to receive a Share in accordance with the terms ofthe Plan or any award agreement evidencing such award.

 

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**3.         Effective Date; Eligibility.**

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(a)   ThisPlan shall become effective from and including the date of the 2005 AnnualMeeting.  This Plan was amended andrestated effective as of July 26, 2007.

 

(b)   OnlyNon-Employee Directors shall be eligible to participate in this Plan.

 

(c)   Inorder to participate in this Plan, a Non-Employee Director shall complete anotice of election, in such form as the Board or its designee mayprescribe.  Such form shall be submittedon or before the date of each Annual Meeting beginning with the 2005 AnnualMeeting with respect to the Plan Year beginning on such date.  Such election shall be deemed effective uponthe election of the Non-Employee Director to serve as a member of the Board atthe Annual Meeting.  Once made, anelection shall remain in effect with respect to that Plan Year and anysubsequent Plan Year, unless an election to revoke participation is filed withrespect to a Plan Year on or prior to the beginning of such Plan Year.

 

**4.         Awards.**

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(a)   EachNon-Employee Director who elects to participate in this Plan will have his orher Annual Retainer reduced by an aggregate amount of $30,000, such reductionto be made on a quarterly basis in arrears during the Plan Year in the amountof $7,500 per quarter.

 

(b)   Inconnection with each quarterly reduction in accordance with Section 4(a),the Participant shall be credited with an award of Share Units having a FairMarket Value of $7,500 on the date of issuance. For purposes of this Plan, “**Fair Market Value**”means the average closing per share price of a Share for the five days prior toand including the date of issuance of the Share Units, as quoted on the NewYork Stock Exchange or, if the Shares are no longer quoted on the New YorkStock Exchange, as quoted on another nationally recognized stock exchange.

 

**5.         Terms and Conditions of Awards.**

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(a)   EachShare Unit granted under Section 4(b) shall represent a Participant’sright to be issued one fully paid Share upon the termination of his or herservice as a Director for any reason. Each Share issued under this Plan shall be issued in consideration ofthe Director’s services to the Company.

 

(b)   TheShares underlying a Participant’s Share Units (or cash in lieu of all or someof such Shares, at the discretion of the Compensation and Nominating Committeeof the Board) shall be delivered to him or her

 

 

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as soon as reasonably practicable following his or her termination ofservice as a Director (the “**Share Unit Delivery Date**”);*provided* that such Share Unit DeliveryDate shall occur prior to such time that would result in, to the extentnecessary to avoid the incurrence of any “additional tax” or interest under Section 409Aof the U.S. Internal Revenue Code of 1986, as amended.

 

(c)   ShareUnits shall carry no voting rights.

 

(d)   Duringthe period the Share Units are outstanding, they shall be credited with additionalShare Units having a value equal to dividends declared on the number of Sharesto which the Share Units then relate. Such additional Share Units shall be paid out at the same time and inthe same form as the Share Units issued pursuant to Section 4(b) above.

 

(e)   ShareUnits, and the Shares underlying such Share Units, may not be sold,transferred, pledged, assigned or otherwise alienated or hypothecated by aParticipant until the Shares underlying such Share Units (or cash, asapplicable) have been delivered on the Share Unit Delivery Date.

 

**6.         Bermuda Government Regulations.**

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The Company shall not issue any Shares hereunderunless and until all licenses, permissions and authorizations required to begranted by the Government of Bermuda, or by any authority or agency thereof,shall have been duly received.

 

**7.         Amendment, Suspension and Termination.**

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 This Plan maybe amended or terminated by the Board at any time.  No amendment shall adversely affect any rightof any Participant with respect to any Share Units previously granted withoutsuch Participant’s written consent.

 

**8.         Miscellaneous.**

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(a)   *No Right to Nomination*. Nothing contained in this Plan shall confer upon any Director the rightto be nominated for re-election to the Board.

 

(b)   *Withholding*.  TheCompany shall have the right to deduct from any award under this Plan anyfederal, state or local income or other taxes required by law to be withheldwith respect to such award, as it may deem necessary or appropriate, in itssole discretion.

 

(c)   *Other Tax Considerations*. Any Participant who is a taxpayer in a jurisdiction in which Share Unitswould be taxable upon 

 

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issuance will receive an award of Shares under this Plan in lieu ofShare Units.

 

(d)   *Governing Law*.  ThisPlan shall be governed by and construed in accordance with the laws of Bermuda,without regard to conflicts of laws principles.

 

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