Exhibit 10.8


 


DEED
OF TRANSITION


 


(Corporate
Member — Third Party Deposit)


 


(Non-Interavailable)


 


DATE                                                                                     2010


 


PARTIES


 


1                                                                                                                                          THE SOCIETY INCORPORATED BY LLOYD’S ACT 1871 BY THE NAME OF LLOYD’S of
One Lime Street, London EC3M 7HA                             (“the Society”)


 


2                                                                                                                                          Montpelier
Capital Limited (055407B) (“the Member”)


 


3                                                                                                                                          Montpelier
Reinsurance Ltd. whose address is/registered office is at Montpelier House, 94
Pitts Bay Road, Pembroke, HMO8, Bermuda


 


(“the Depositor”)


 


RECITALS


 


A                                                                                                                                      The
Member is a corporate underwriting member of the Society and, in order to
comply with the requirement prescribed by the Council of the Society that
underwriting members of the Society should provide security in respect of their
underwriting business at Lloyd’s, has procured that certain funds at Lloyd’s
(as defined in the Lloyd’s Membership Byelaw (No. 5 of 2005)) are held on
the trusts of one or more of trust deeds of the type described in the first
column of the Schedule in the form prescribed by the Society for the 2009 and
previous years of account, as indicated in the records maintained by the
Society (“the Existing Trust Deeds”).


 


B                                                                                                                                        The
Depositor at the request of the member has provided the assets which constitute
(or are represented by) the Existing Trust Fund.


 


C                                                                                                                                        The
Society has prescribed a new form of trust deed for the 2010 and subsequent
years of account corresponding to the existing type of trust deed indicated in
the Schedule.


 


D                                                                                                                                       The
Society, the Depositor and the Member have prior to or contemporaneously with
this Deed executed a single new form of trust deed corresponding to the
Existing Trust Deeds (“the New Trust Deed”).


 


E                                                                                                                                         At
the date of this deed the Society is the sole trustee of each Existing Trust
Deed and is also the sole trustee of the New Trust Deed.


 


F                                                                                                                                         Clause
4(b) of each Existing Trust Deed provides that if at any time or times
before the Termination Date (as defined in that deed) the Society shall by deed
declare that the trusts created by the Existing Trust Deed are determined in
respect of the Existing Trust Fund or any part of it the


 

















 


Existing Deed Trustees shall
stand possessed of the same upon trust to pay and transfer it to the Depositor
absolutely.


 


G                                                                                                                                        Clause
6(b) of each Existing Trust Deed provides that section 32 of the Trustee
Act 1925 shall apply to the Existing Trust Fund as if all the provisos in
subsection (1) of that section were omitted and in addition clause 6(a) of
each Existing Trust Deed confers power on the Society at any time or times
before the Termination Date by deed to release wholly or in part all or any of
the discretionary trusts or powers conferred by the Existing Trust Deed on the
Existing Deed Trustees in respect of the whole or any part of the income or
capital of the Existing Trust Fund.


 


H                                                                                                                                       The
first fixed trust of capital contained in each Existing Trust Deed is the trust
in clause 5(c)(i) being a contingent trust in favour of the Depositor in
respect of the whole of the Existing Trust Fund.


 


I                                                                                                                                            The
income of each Existing Trust Fund is at the date of this deed wholly payable
to the Depositor in accordance with the trust contained in clause 5(a)(i) of
the Existing Trust Deed.


 


J                                                                                                                                           At
the date of this deed the above-mentioned Termination Date has not yet
occurred.


 


K                                                                                                                                       The
Member and the Depositor have requested the Society to exercise in favour of
the Depositor the power of determination conferred by clause 4(b) of each
Existing Trust Deed in respect of all of the property now comprised in the
Existing Trust Fund on the footing that it will then as settlor forthwith
direct the resettlement of all such property upon the trusts and with and
subject to the powers and provisions of the New Trust Deed (and as an addition
to the trust fund subject thereto).


 


L                                                                                                                                         The
Member and the Depositor have agreed to give the releases set out below.


 


M                                                                                                                                    The
Society (being satisfied that having regard to the provisions respectively
contained in clauses 2.3, 4 and 5 of this deed it is proper to do so) has
determined now to exercise the power of determination conferred by clause 4(b) of
each Existing Trust Deed in respect of the whole of the Existing Trust Fund in
the manner so requested by the Member and the Depositor.


 


N                                                                                                                                       In
addition the Society has determined to make the releases set out below.


 


O                                                                                                                                       By
way of further and better assurance the Society, the Depositor and the Member
have also agreed to enter into the terms of clause 2.4 of this deed.


 


P                                                                                                                                         The
Depositor by its execution of this deed wishes to confirm to the Society that
it regards the exercise of the Society’s powers under this deed as being for
its benefit.


 

















 


DEED


 


1                                                                                                                                          In
this deed and in the recitals the following expressions have the following
meanings:-


 


1.1                                                                                                                                 “the Existing Deed Trustees” means the Society or the other
trustees or trustee for the time being of each Existing Trust Deed (being “the
Trustees” defined in clause 1 of those deeds);


 


1.2                                                                                                                                 “the Existing Trust Fund” means the trust
fund subject to each Existing Trust Deed (being “the Trust Fund” defined in
clause 1 of those deeds);


 


1.3                                                                                                                                 “the Recipient Trust Fund” means the trust
fund subject to the New Trust Deed (being “the Trust Fund” defined in clause 1
of that deed);


 


1.4                                                                                                                                 “Termination Date” has the meaning given to it
in the Existing Trust Deeds.


 


2                                                                                                                                          In
respect of each Existing Trust Deed:


 


2.1                                                                                                                                 In
exercise of the power to release contained in clause 6(a) of the Existing
Trust Deed and of any power to release inherently vested in it and of any and
every other power enabling it the Society hereby absolutely and irrevocably
releases and extinguishes in respect of all the capital and income of the
Existing Trust Fund:-


 


2.1.1                                                                                                                        the
power of appointment conferred on the Society by clause 4(a) of the
Existing Trust Deed; and also


 


2.1.2                                                                                                                        all
of the discretionary trusts or powers conferred on the Existing Deed Trustees
by paragraphs (i) to (iii) inclusive of clause 5(b) of the
Existing Trust Deed.


 


2.2                                                                                                                                 Acting
at the request of and with the consent of the Member and the Depositor (shown
by their execution of this deed) 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 from the date
of this deed determined in respect of the whole of the Existing Trust Fund and
its income to the intent and so that (subject only as is provided  in sub-clause 2.3 below) the same shall now
be held by the


 


Existing Deed Trustees upon
trust to pay and transfer the same to the Depositor absolutely or otherwise to
act in respect thereof as the Depositor shall direct.


 


2.3                                                                                                                                 The
Depositor as settler hereby declares and directs that on and after the date of
this deed all of the Existing Trust Fund and the property for the time being
representing the same shall not be paid and transferred to the Depositor but
rather shall be held by the Society in its capacity as sole trustee of the New
Trust Deed or by the other trustees or trustee for the time being of the New
Trust Deed as an addition to the trusts of the New Trust Deed and as part of
the Recipient Trust Fund and (together with its


 

















 


future income) upon the
trusts and with and subject to the powers and provisions contained in the New
Trust Deed.


 


2.4                                                                                                                                 In
the event (but only in the event) of sub-clause 2.2 of this deed failing to
have effect in accordance with its terms (whether due to lack of power or
failure properly to exercise any power or for any other reason whatsoever) then
in that event (but not otherwise) and as an alternative to sub-clause 2.2 the
Society in its capacity as the Existing Deed Trustee (being of the opinion that
it will be for the benefit of the Depositor) in exercise of the above-mentioned
statutory power of advancement (as applied and modified by clause 6(b) of
the Existing Trust Deed) and of any and every other power enabling it (other
than and except for the power of determination referred to in sub-clause 2.2 of
this deed) hereby irrevocably determines resolves and directs that all of the
Existing Trust Fund and the property for the time being representing the same
shall now be applied for the benefit of the Depositor by being held on and
after date of this deed by the Society in its capacity as the sole trustee of
the New Trust Deed as an addition to the property subject to the trusts of the
New Trust Deed and as part of the Recipient Trust Fund and (together with its
future income) upon the trusts and with and subject to the powers and
provisions contained in the New Trust Deed and wholly discharged from the
trusts powers and provisions of the Existing Trust Deed.


 


3                                                                                                                                          No
apportionment of income of the Existing 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 Deed Trustees or the Depositor and all such
income shall be paid or applied as if it had accrued immediately after the
execution of this deed.


 


4                                                                                                                                          Notwithstanding
the foregoing provisions of this deed 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 this deed shall be
borne by and paid out of the assets now comprised in the Existing Trust Fund
and the property for the time being representing the same and 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 Existing Deed
Trustees in respect of any taxes or duties (whether of an income or capital
nature) or costs of other outgoings whatsoever.


 


5                                                                                                                                          The
Member and the Depositor hereby release the Existing Deed Trustees and each of
them (and also the Society in its capacity as such) from all actions
proceedings costs claims and demands arising out of the execution by the
Society of this deed or due to its implementation of its terms.


 


6.1                                                                                                                                 This
deed shall be read and construed and take effect in all respects in accordance
with English Law.


 


6.2                                                                                                                                 The
parties irrevocably and unconditionally submit for all purposes of and in
connection with this deed to the exclusive jurisdiction of the English courts.


 

















 


SCHEDULE


 


	
  Type of Deed

  	
   

  	
  Existing Form of Trust 

  Deed

  	
   

  	
  Corresponding New Form of Trust Deed

  
	
  Deposit Trust
  Deed  

  (Third Party Deposit)

  	
   

  	
  Lloyd’s Deposit
  Trust Deed  

  (Third Party Deposit)  

  (DTD (CM) (TP) G 93)

  	
   

  	
  Lloyd’s Deposit
  Trust Deed  

  (Third Party Deposit)  

  (DTD (TP) (GEN) (10))

  



 

















 


Executed as a deed by
the parties and delivered on the date set out at the head of this deed of
transition


 


 


	
  EXECUTED as
  a DEED

  	
  )

  	
   

  
	
  by the MEMBER

  	
  )

  	
   

  
	
  acting by two
  directors/a director

  	
  )

  	
   

  
	
  and the
  secretary

  	
  )

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Director

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Director /
  Secretary

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  THE
  COMMON SEAL of

  	
  )

  	
   

  
	
  THE
  SOCIETY OF LLOYD’s

  	
  )

  	
   

  
	
  was hereto
  affixed in the presence of: -

  	
  )

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Authorised
  Signatory

  	
   

  	
   

  



 

















 


[For a corporate depositor]


 


 


	
  EXECUTED
  as a DEED

  	
  )

  	
   

  
	
  by the DEPOSITOR

  	
  )

  	
   

  
	
  acting by two
  directors/a director

  	
  )

  	
   

  
	
  and the
  secretary

  	
  )

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Director

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Director/Secretary

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Or

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  [For an individual depositor]

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  EXECUTED as

  	
  )

  	
   

  
	
  a DEED by the DEPOSITOR

  	
  )

  	
   

  
	
  in the presence
  of :-

  	
  )

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Witness: 

  	
  Signature

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Name

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Address

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Occupation