EX-10.37



 







    Exhibit 10.37



 




    [MRH
    Letterhead]



 



    October 1, 2006



 



    C. Russell Fletcher III




    Sky Top




    18 Shore Lane




    St. George’s HS 02



 



    Dear Russ,



 



    We understand that you wish to take up employment with White
    Mountains Re Group Ltd. on or about October 1, 2006. This
    Letter Agreement sets out our agreement with respect to the
    termination of your employment and directorships with Montpelier
    Reinsurance Ltd., including any subsidiaries or affiliates
    thereof (the “Company”), in order
    to allow you to do so.



 



    Your last day of employment with the Company shall be
    September 30, 2006 (the “Termination Date”).



 



    You will be paid your current salary and all benefits (including
    housing allowance, pension, health insurance benefits,
    accounting and legal expenses) in accordance with your Statement
    of Employment dated March 30, 2005 and your Service
    Agreement dated January 1, 2002 and any agreements
    ancillary thereto or amendments thereof (collectively the
    “Service Agreement”) until the Termination Date.
    Payment of tax gross ups on your housing allowance will be
    subject to claw back per your prior agreement with the Company
    in the event that the U.S. Treasury Department issues
    guidance resulting in an overpayment by the Company for the
    period
    1/1/06 - 9/30/06.
    Subsequent to September 30, 2006, responsibility for any
    and all compensation-related taxes shall pass from the Company
    to you.



 



    The Company will pay you any dividend declared on the Restricted
    Share Units (as that term is defined in the Montpelier Re
    Holdings Ltd. Long-Term Incentive Plan and any Award Agreements
    made pursuant thereto) held by you as of the Termination Date.
    All those Restricted Share Units, and all future dividends
    thereon, and all Performance Shares and Performance Units held
    by you, will be forfeited as of October 1, 2006.



 



    The 29,097 restricted common shares of the Company to which you
    are entitled pursuant to the March 5, 2005 exercise of
    options will vest in your name on the Termination Date. You will
    be responsible for all taxes and any and all expenses or costs
    resulting from the vesting of those restricted shares.



 



    In full and final settlement of any and all claims and rights of
    action (if any) however so arising whether contractual
    (including, for the avoidance of doubt, any claim for a
    guaranteed bonus for 2006), common law, statutory or otherwise
    in any jurisdiction in the world and whether contemplated or not
    which you have or may have against the Company or its/their
    respective shareholders, officers or employees, or which the
    Company or its shareholders, officers or employees have or may
    have against you arising out of or in connection with your
    employment or directorships or the termination thereof, the
    parties hereby agree that:



 



    (1) The Company will, subject to you complying with the
    terms of this Letter Agreement, pay and you will accept a one
    off payment of an amount equal to one-half of your current
    year’s bonus (“USD$125,000”). Any amounts due
    from you to the Company will be deducted from this payment.



 



    (2) The parties hereby confirm that except as set out in
    this Letter Agreement, no other amounts are due to you from the
    Company or due to the Company from you.



 



    (3) You will resign each and every directorship or office
    in the Company, including any subsidiary and affiliated company,
    on or before the Termination Date.



 



    (4) You will repay the rental deposit (if any) paid on your
    behalf by the Company within 30 days of the Termination
    Date.













 






    (5) You will comply with the terms of clause 7.2 of
    your January 1, 2002 Service Agreement, and return all
    other Company property within 14 days of the Termination
    Date.



 



    (6) The Company will waive the restrictive covenant
    contained in section 11.1.1 of your January 1, 2002
    Service Agreement insofar as it relates to White Mountains Re
    Group Ltd. only. You will abide by that restrictive covenant as
    it relates to all other entities and all other restrictive
    covenants contained in your contract of employment with the
    Company, in particular those relating to the use of confidential
    information. For the avoidance of doubt, you shall not
    (notwithstanding the other provisions of this
    paragraph 6) be entitled to the payment referred to in
    clause 11.1.4 of your January 1, 2002 Service
    Agreement.



 



    (7) You agree that during the period of nine
    (9) months following the Termination Date you shall not
    either on your own account or for any other person, firm or
    company including White Mountains Re Group Ltd. and any of its
    affiliates solicit the services of or endeavour to entice away
    from the Company any employee or consultant of the Company
    (whether or not such person would commit any breach of his or
    her contract of employment or engagement by leaving the service
    of the Company) nor shall you knowingly solicit, employ or aid
    or assist in or procure the employment by any other person, firm
    or company of any such person.



 



    (9) Except as expressly varied by this Letter Agreement,
    your duties and obligations under the Service Agreement shall
    remain in full force and effect (both before and after the
    Termination Date), and you hereby agree to comply with the same.



 



    (10) The Company will issue a letter of release stating
    that the Company has no objection to your seeking and accepting
    employment in Bermuda with White Mountains Re Group Ltd.



 



    Please sign to acknowledge your agreement to these terms.



 



    Signed on behalf of the Company



 


			
	 	    By: 
	
    /s/  Anthony
    Taylor









    Name: Anthony Taylor








			
	 	    Title: 
	
    President and CEO




 



    Signed and agreed



 


			
	 	    By: 
	
    /s/  C.
    Russell Fletcher III









    C. Russell Fletcher III




    

    2