Exhibit 10.2


 


TOTAL
RELEASE OF EXISTING LLOYD’S DEPOSIT


 from a Lloyd’s Security and Trust Deed STD
(CM) G 93 where an


existing
Letter of Credit is substituted by a deposit to be held under a


new
Lloyd’s Deposit Trust Deed DTD (CM) (TP) G 93


 


THIS
DEED OF DETERMINATION RELEASE AND SUBSTITUTION is made the 30th day of  March  2010


 


BETWEEN


 


THE
SOCIETY INCORPORATED BY LLOYD’S ACT 1871 BY THE NAME OF LLOYD’S (hereinafter called “the
Society”) of the first part and Montpelier Capital Limited
(1) whose registered office is at 7th Floor, 85
Gracechurch Street, London EC3V 0AA (2)  and whose registered number
is 6198350 (3)  (hereinafter called the “Corporate Member”) of
the second part and Montpelier Reinsurance Ltd
 (4) whose registered
office is at  Montpelier House, 94 Pitts
Bay Road, Pembroke, HM08, Bermuda(5) and whose registered number is  31261(6) (hereinafter called the “Depositor”)
of the third part


 


AND
IS SUPPLEMENTAL TO a Lloyd’s Security and Trust Deed being a Deed in Lloyd’s
form STD (CM) G 93 (hereinafter called the “Existing Trust Deed”) dated  18 March 2008  (7) and made between the
Corporate Member of the one part and the Society of the other part


 


WHEREAS:-


 


(A)                              The Corporate Member is a corporate underwriting
member of the Society and it executed the Existing Trust Deed in consideration
of its admission to such membership or the continuance of its existing
membership


 


(B)                                The Society is now and has at all times since the
execution of the Existing Trust Deed been the sole trustee of that Deed


 


(C)                                Clause 4(b) of the Existing Trust Deed
provides that if at any time or times before the Termination Date (as defined
therein) the Society shall by deed declare that the trust created by the
Existing Trust Deed is determined in respect of the Trust Fund (as defined
therein) subject thereto or any part thereof the trustee or trustees for the
time being thereof shall thenceforth stand possessed of the same upon trust to
pay and transfer it to the Corporate Member absolutely


 


(D)                               At the date hereof the capital of the said Trust
Fund consists of the irrevocable syndicated Letter of Credit specified in the
First Schedule to this Deed and the said Termination Date has not yet occurred


 


(E)                                 The Corporate Member now wishes to replace its
existing Lloyd’s deposit represented by the Trust Fund held under the Existing
Trust Deed with a deposit of 


 






(1) please
give the full name of the Corporate Member


(2) please
give address of registered office


(3) please
give registered number


(4) please
give full name of the Depositor


(5) please
give address of registered office


(6) please
give registered number


(7) please
give date of the Existing Security and Trust Deed


 


1

















 


the
cash and/or assets set out in the Second Schedule which is of an equal or
greater value to be held subject to the terms of an appropriate Lloyd’s Third
Party Deposit Trust Deed again for the benefit of the Beneficiaries (as defined
in the Existing Trust Deed)


 


(F)                                 In the premises the Corporate Member has requested
the Society now to exercise in its favour the said power of determination
conferred by Clause 4(b) of the Existing Trust Deed in respect of the
whole of the Trust Fund subject to the Existing Trust Deed as set out in the
First Schedule (and also to release all of the Corporate Member’s outstanding
obligations under Clause 2 of the Existing Trust Deed in exercise of the power
in that behalf conferred on the Society by Clause 6(a)(ii) thereof)


 


(G)                                Such last recited request has been made on the
footing that contemporaneously with any such exercise of those powers the
Depositor will and the Corporate Member will procure that the Depositor will provide
the cash and/or assets set out in the Second Schedule to Lloyd’s to be held by
Lloyd’s in its capacity as trustee of the next mentioned Deposit Trust
Deed  and that the Corporate Member and
the Depositor have executed in respect of the cash and/or assets a new Lloyd’s
Deposit Trust Deed substantially in the form of Lloyd’s form DTD (CM) (TP) G 93


 


(H)                               In the premises the Corporate Member and the
Depositor have agreed to covenant with the Society in the manner hereinafter
appearing


 


(I)                                    The Society has satisfied itself that the cash
and/or assets set out in the Second Schedule to this Deed have a value which is
equal to or exceeds the current value of the Trust Fund subject to the Existing
Trust Deed to be released


 


(J)                                   In the premises the Society (being satisfied that
having regard to such covenant it is proper to do so) has determined now to
exercise its said powers conferred by Clause 4(b) of the Existing Trust
Deed in the manner requested by the Corporate Member in respect of the whole of
the said Trust Fund subject to the Existing Trust Deed


 


NOW
THIS DEED WITNESSETH and it is hereby AGREED AND DECLARED as
follows -


 


1.                                       In this Deed the following expressions have the
following meanings that is to say:-


 


(i)                                     “the Existing Trust Deed Trustees” mean the Society or
the trustees or trustee for the time being of the Existing Trust Deed  (being “the Trustees” defined in Clause 1 of
that Deed)


 


(ii)                                   “the Existing Trust Deed Trust Fund” mean the said
Trust Fund subject to the Existing Trust Deed (including “the Trust Fund”
defined in Clause 1 of the Deed)


 


2.                                       In the premises and acting at the request of and
with the consent of the Corporate Member (shown by its execution of this Deed) —


 


(i)                                     the Society in exercise of the power of
determination conferred on the Society by Clause 4(b) of the Existing
Trust Deed and of any and every other power it enabling HEREBY
IRREVOCABLY DECLARES that the trusts created by the Existing Trust
Deed are henceforth determined in respect of the whole of the Existing Trust
Deed Trust Fund and the future income thereof TO THE
INTENT and so that (subject only as is provided in Clause 4 of this
Deed) the same shall now be held by the Existing Trust Deed Trustees upon trust
to pay 


 


2

















 


and
transfer the same to the Corporate Member absolutely or as it shall otherwise
direct; and


 


(ii)                                  the Society in exercise of the power to release
contained in Clause 6(a)(ii) of the Existing Trust Deed and of any and
every other power it enabling HEREBY WHOLLY AND
IRREVOCABLY RELEASES AND EXTINGUISHES all of the Corporate Member’s
outstanding obligations under Clause 2 of the Existing Trust Deed


 


3.                                       No apportionment of income of the Existing Trust
Deed Trust Fund shall be made at the date of execution of this Deed in respect
of income then accrued or accruing but not actually received by the Existing
Trust Deed Trustees and all such income shall be paid or applied as if the same
had accrued immediately after the execution of this Deed


 


4.                                      (a)                                   The Corporate Member HEREBY COVENANTS with the Society that all inheritance tax
capital gains tax corporation tax and all other taxes and duties of a capital
nature (if any) occasioned by or arising as a result of the execution of the
Deed shall be borne and paid by the Corporate Member alone and that the
Corporate Member shall keep the Society fully indemnified in respect of all such
taxes and duties


 


(b)                                 For the avoidance of any doubt IT IS HEREBY DECLARED that nothing contained in this Deed
shall prejudice or otherwise affect any lien or other right of the Society in
its capacity as the trustee of the Existing Trust Deed in respect of any taxes
or duties (whether of an income or capital nature) or costs or other outgoings
whatsoever


 


5.                                       The Corporate Member HEREBY
FURTHER COVENANTS and the Depositor HEREBY
COVENANTS with the Society that contemporaneously with the execution
of this Deed the Depositor will and the Corporate Member will enter into and
execute the New Deposit Trust Deed and the Depositor will and the Corporate
Member will procure that the Depositor will provide to the Society (net of any
and all taxes and duties occasioned thereby) the cash and/or assets set out in
the Second Schedule to this Deed to be held by the Society in its capacity as
the trustee of the New Deposit Trust Deed (free of any prior charge interest or
other right having priority over the New Deposit Trust Deed) as part of the
Trust Fund subject to the New Deposit Trust Deed and (together with the future
income thereof) upon and with and subject to the trusts powers and provisions
declared and contained in the New Deposit Trust Deed


 


IN
WITNESS whereof
the parties hereto have duly executed this instrument as a deed the day and
year first before written


 


3

















 


THE
FIRST SCHEDULE


 


The
Existing Trust Deed Trust Fund  which is to be released


 


1.                                       An irrevocable syndicated Letter of Credit in
favour of the Society substantially in the form of Lloyd’s form CM50A


 


Issued
by:- (8)


 


	
  Royal Bank of Scotland (RBS)

  	
   

  	
  ING Bank NV

  
	
  London
  Trade Services Centre

  	
   

  	
  London
  Branch

  
	
  PO
  Box 39971

  	
   

  	
  60
  London Wall

  
	
  Devonshire
  Square

  	
   

  	
  London
  EC2M 5TQ

  
	
  London
  EC2M 4XB

  	
   

  	
   

  



 


For
the sum not to exceed the aggregate of:- (9)USD$230 Million


 


Effective from:-                                                             (10)26 March 2009


(LOC
Reference No. T404539)


 






(8) please
specify the full names and registered addresses of the issuers


(9) please
specify the amount


(10) please
specify effective date


 


4

















 


THE
SECOND SCHEDULE


 


The
new Cash and/or Assets to be held subject to


the
terms of the New Deposit Trust Deed(11)


 






(11)
please complete as appropriate


 


5

















 


	
  EXECUTED
  as
  a DEED

  	
  )

  	
   

  	
   

  	
   

  
	
  and DELIVERED BY

  	
  )

  	
   

  	
   

  	
   

  
	
  Montpelier
  Capital Limited

  	
  )

  	
   

  	
   

  	
   

  
	
   

  	
  )

  	
   

  	
   

  	
   

  
	
  acting
  by two Directors/

  	
  )

  	
   

  	
   

  	
   

  
	
  a
  Director and the

  	
  )

  	
   

  	
   

  	
   

  
	
  Secretary

  	
  )

  	
   

  	
   

  	
   

  
	
   

  	
  )

  	
  G
  Perdoni
  - Director 

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  R
  Chattock - Director

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  EXECUTED
  as
  a DEED

  	
  )

  	
   

  	
   

  	
   

  
	
  and DELIVERED BY

  	
  )

  	
   

  	
   

  	
   

  
	
  Montpelier
  Reinsurance Ltd

  	
  )

  	
   

  	
   

  	
   

  
	
   

  	
  )

  	
   

  	
   

  	
   

  
	
  acting
  by two Directors/

  	
  )

  	
   

  	
   

  	
   

  
	
  a
  Director and the

  	
  )

  	
   

  	
   

  	
   

  
	
  Secretary

  	
  )

  	
   

  	
   

  	
   

  
	
   

  	
  )

  	
  T G
  S Busher - Director

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  C
  Jackson
  - Secretary

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  THE
  COMMON SEAL OF

  	
  )

  	
   

  	
   

  	
   

  
	
  THE
  SOCIETY OF LLOYD’S

  	
  )

  	
   

  	
   

  	
   

  
	
  was
  hereunto affixed in the

  	
  )

  	
   

  	
   

  	
   

  
	
  presence
  of

  	
  )

  	
  M
  Colesworthy

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Authorised
  Signatory

  	
   

  	
   

  	
  [SEAL]

  	
   

  



 


6