EX-10.25



 






Exhibit 10.25




Montpelier Reinsurance Ltd.




amended and restated deferred Compensation Plan





	1.  	Establishment of Plan
	 
	   	MONTPELIER REINSURANCE LTD., a Bermuda corporation, hereby establishes the Montpelier
Reinsurance Ltd. Deferred Compensation Plan (the “Plan”), effective as of 31 December 2003,
to permit eligible employees to defer the receipt of compensation otherwise payable to such
eligible employees in accordance with the terms of the Plan. The Plan is unfunded and is
maintained primarily for the purpose of providing deferred compensation to a select group of
management or highly compensated employees.
	 
	2.  	Definitions
	 
	2.1  	“Account” means the bookkeeping accounts established pursuant to Section 6.1 and maintained
by the Administrator in the names of the respective Participants, to which all amounts
deferred, Company Contributions and earnings allocated under the Plan shall be credited, and
from which all amounts distributed under the Plan shall be debited.
	 
	2.2  	“Administrator” means the Board or the person or person(s) appointed by the Board.
	 
	2.3  	“Affiliate” means, with respect to a Person, a Person that directly or indirectly controls,
or is controlled by, or is under common control with such Person.
	 
	2.4  	“Annual Bonus” means the amount identified by the Company as a cash bonus earned by an
Eligible Employee based on achievement of individual and Company performance goals.
	 
	2.5  	“Base Salary” means an Eligible Employee’s regular salary.
	 
	2.6  	“Board” means the Board of Directors of the Company.
	 
	2.7  	“Code” means the Internal Revenue Code of 1986, as amended.
	 
	2.8  	“Company” means Montpelier Reinsurance Ltd.
	 
	2.9  	“Company Contributions” means amounts contributed by the Company to the Plan.
	 
	2.10  	“Compensation” means the Base Salary and Annual Bonus earned by an Eligible Employee.






 









 








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	2.11  	“Earnings Rate” means the investment gains and losses, as determined by the Administrator,
that are applied to a Participant’s Account no less frequently than annually.
	 
	2.12  	“Election” means a written election on a form provided by the Administrator, filed with the
Administrator in accordance with Article 3, pursuant to which an Eligible Employee (a) elects
to defer a percentage of the Compensation earned for the performance of service as an Eligible
Employee following the time that such Election is filed and (b) elects the manner in which
payments under the Plan shall be made.
	 
	2.13  	“Eligible Employee” means each employee of a Company who is a citizen of the United States
and subject to federal income taxation under the provisions of the Code and is eligible for
participation in the Plan on the date on which an Election is filed with the Administrator.
	 
	2.14  	“Hardship” means a Participant’s serious financial hardship, as determined by the
Administrator on a uniform and nondiscriminatory basis pursuant to the Participant’s request
under Section 5.3.
	 
	2.15  	“Participant”






	 	2.15.1  	“Participant” means each individual who has an undistributed amount credited to an
Account under the Plan.
	 
	 	2.15.2  	“Active Participant” means each Participant who is actively employed by the Company
as an Eligible Employee.






	2.16  	“Period of Service” means an individuals’ period of service from such individuals’ date of
hire by the Company, a Parent Company or a Subsidiary Company to the date of termination of
employment with the Company and all parent Companies and Subsidiary Companies.
	 
	2.17  	“Person” means an individual, a corporation, a partnership, an association, a trust or any
other entity or organization.
	 
	2.18  	“Plan” means the Montpelier Reinsurance Ltd. Deferred Compensation Plan.
	 
	2.19  	“Plan Year” means the calendar year.
	 
	2.20  	“Severance Pay” means any amount identified by the Company as severance pay, or any amount
which is payable on account of periods beginning after the last date on which an employee (or
former employee) is required to report for work for the Company.
	 
	2.21  	“Termination Event” means the liquidation of the Company or a change of control as determined
by the Board.






 









 








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	2.22  	“Trust” means the trust established by the Company to hold the funds of the Plan and
“Trustee” means the trustee or trustees fro the time being of the Trust.
	 
	3.  	Election to Defer Compensation
	 
	3.1  	General






	 	3.1.1  	Election. Each Eligible Employee shall have the right to defer a percentage
of the aggregate Compensation which he or she may earn in a Plan Year by filing an
Election at the time and in the manner described in this Article 3; provided that
Severance Pay shall not be included as “Compensation” for purposes of this Article 3
and provided further that an Eligible Employee may file separate Elections for Base
Salary and Annual Bonus. In addition, on the first such Election (unless the Company
shall provide otherwise), the Eligible Employee shall elect the form in which benefits
payable under the Plan shall be paid, as further set forth in Section 5.1.
	 
	 	3.1.2  	Withholding of Compensation Subject to an Election. Except as the Company may
otherwise provide, the amount of Compensation deferred by a Participant for a Plan Year
pursuant to an Election shall be withheld on a pro-rata basis from each periodic
payment of the Participant’s Compensation (in accordance with the general pay practices
of the Company) and credited to the Participant’s Account in accordance with Section
6.1, provided that separate Elections may apply to Base Salary and Annual Bonus.
	 
	 	3.1.3  	Irrevocability of Election. Any Election with respect to a Plan Year filed
pursuant to this Article 3 shall be irrevocable; provided that the form of distribution
may be modified in accordance with the rules prescribed in Section 5.2.






	3.2  	Filing of Elections. The Election shall be made on the form provided by the Administrator
for this purpose. Except as provided in Section 3.3 or otherwise by the Administrator, no
Election with respect to Base Salary or Annual Bonus shall be effective unless it is filed
with the Administrator on or before the close of business on December 31 preceding the Plan
Year as to which the Election applies.
	 
	3.3  	Filing of Elections for First Year as an Eligible Employee. Notwithstanding Section 3.2, in
the Plan year an employee first becomes an Eligible Employee, the Eligible Employee may elect
to defer all or any portion of his or her Compensation to be earned in such Plan Year
beginning with the payroll period next following the filing of an Election with the
Administrator and before the close of such Plan Year, by making and filing the Election with
the Administrator within 30 days of the date such employee becomes an






 









 








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	   	Eligible Employee. Elections by such Eligible Employee for succeeding Plan years shall
otherwise be made in accordance with Section 3.1 and Section 3.2.
	 
	3.4  	Plan Years to which Elections May Apply. A separate Election may be made for each Plan Year
as to which an Eligible Employee desires to defer all or any portion of his or her
Compensation, but the failure of an Eligible Employee to make an Election for any Plan Year
shall not affect such Eligible Employee’s right to make an Election for any other Plan Year.
	 
	4.  	Vesting
	 
	   	Vesting in Deferrals. Participants will be immediately vested in their deferrals under
Section 3.1.
	 
	5.  	Distributions
	 
	5.1  	Distribution Date and Form of Distribution. The vested amount credited to a Participant’s
Account shall be distributed beginning as soon as practicable following the earlier of the
date designated by the employee in his or her Election or the date the employee terminates
employment. Distribution shall be made in either a single lump sum or in installments over
not more than ten years, as elected by the Participant pursuant to the initial Election, in
accordance with Section 3.1.1.
	 
	5.2  	Modification of Election as to Form of Distribution. Each Active Participant who has
previously made an Election may elect to change the form of distribution by filing an Election
(“Modification Election”) with the Administrator on or before the close of the Plan Year
preceding the Plan Year in which the distribution would otherwise be made. In the event the
Active Participant terminates employment prior to the end of the Plan Year in which the
Modification Election is made, the form of distribution shall be the form of distribution
elected by the Active Participant prior to the Modification Election.
	 
	5.3  	Hardship Distributions. Notwithstanding the terms of an Election, if, at the Participant’s
request, the Administrator determines that the Participant has incurred a Hardship, the Board
may, in its discretion, authorize the immediate distribution of the portion of the
Participant’s Account reasonably needed to satisfy the Hardship.
	 
	6.  	Book Accounts
	 
	6.1  	Establishment of Account. An Account shall be established for each Eligible Employee when
such Eligible Employee becomes a Participant. Compensation deferred pursuant to the Plan
shall be credited to the Account on the date such Compensation would otherwise have been
payable to the Participant. Company Contributions shall be credited to the





 









 








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	   	Accounts as of the last day of each Plan Year, or more frequently, as determined by the
Administrator. Earnings shall be credited to the Account as provided in Section 6.2.
	 
	6.2  	Crediting of Earnings on Accounts. The Administrator shall credit Accounts, not less
frequently than annually, with income, gains and losses at the Earnings Rate, including during
the period extending from a Participant’s employment termination date to the date the
Participant’s Account is distributed in full; provided that the Administrator may provide that
the Earnings Rate for the Account of Participants who are receiving installment distributions
may be different from the Earnings Rate applied to the Accounts of Active Participants.
	 
	6.3  	Status of Deferred Amounts. Regardless of whether or not the Company is a Participant’s
employer, all Compensation deferred under this Plan shall continue for all purposes to be a
part of the general funds of the Company.
	 
	6.4  	Participants’ Status as General Creditors. Regardless of whether or not the Company is a
Participant’s employer, an Account shall at all times represent the general obligation of the
Company. The Participant shall be a general creditor of the Company with respect to this
obligation, and shall not have a secured or preferred position with respect to his or her
Accounts. Nothing contained herein shall be deemed to create an escrow, trust, custodial
account or fiduciary relationship of any kind.
	 
	6.5  	Nothwithstanding the foregoing, the assets of the Plan will be held, invested and disposed of
by the Trustee in accordance with these Rules to the extent they do not conflict with any of
the trusts, powers or provisions of the Trust. In case of any conflict between these Rules
and the trusts, powers or provisions of the Trust, the Trust shall prevail.
	 
	7.  	Non-Assignability, etc.
	 
	   	The right of each Participant in or to any Account, benefit or payment hereunder shall not
be subject in any manner to attachment or other legal process for the debts of such
Participant; and no Account, benefit or payment shall be subject to anticipation,
alienation, sale, transfer, assignment or encumbrance.
	 
	8.  	Death of Participant
	 
	8.1  	Death before Commencement of Distributions. If a Participant’s employment is terminated by
reason of death before the distribution of any portion of his Account has begun, the Company
shall, within ninety (90) days of the date of such termination distribute the Account to the
beneficiary or beneficiaries selected by the Participant. Distributions under this Section
8.1 shall be made in a single sum.






 









 








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	8.2  	Designation of Beneficiaries. Each Participant shall have the right to designate one or more
beneficiaries to receive distributions in the event of the Participant’s death by filing with
the Administrator a beneficiary designation on the form provided by the Administrator for such
purpose. The designation of beneficiary or beneficiaries may be changed by a Participant at
any time prior to his or her death by the delivery to the Administrator of a new beneficiary
designation form. If no beneficiary shall have been designated, or if no designated
beneficiary shall survive the Participant, the Participant’s estate shall be deemed to be the
beneficiary.
	 
	9.  	Interpretation
	 
	   	The Board shall have full and exclusive authority to construe, interpret and administer this
Plan and the Board’s construction and interpretation thereof shall be binding and conclusive
on all persons for all purposes.
	 
	10.  	Terminating Event
	 
	   	The Administrator shall give Participants at least thirty (30) days’ notice (or, if not
practicable, such shorter notice as may be reasonably practicable) prior to the anticipated
date of a Terminating Event. The Administrator may, in its discretion, provide in such
notice that notwithstanding any other provision of the Plan or the terms of any Election,
upon the consummation of a Terminating Event, the Account balance of each Participant shall
be distributed in full.
	 
	11.  	Amendment or Termination
	 
	   	The Company, by action of the Board or the Administrator, reserves the right at any time, or
from time to time, to amend or modify this Plan. The Company, by action of the Board,
reserves the right at any time, or from time to time, to terminate this Plan.
	 
	12.  	Miscellaneous Provisions
	 
	12.1  	No Right to Continued Employment. Nothing contained herein shall be construed as conferring
upon any Participant the right to remain in the employment of the Company as an executive or
in any other capacity.
	 
	12.2  	Governing Law. This Plan shall be interpreted under the laws of the State of Delaware in the
United States, except to the extent such law is pre-empted by federal law in the United
States.
	 
	13.  	Effective Date
	 
	   	The effective date of the Plan is 31 December 2003.