Exhibit 10.1


 


SERVICE AGREEMENT


 


This SERVICE AGREEMENT (the “Agreement”) is made as of this 20th
day of November, 2007, by and between Anthony Taylor, an individual having an
address at 94 Pitt’s Bay Road, P.O. Box HM 2079, Pembroke HM HX, Bermuda (the “Executive”)
and Montpelier Re Holdings Ltd., whose registered office is located at
Clarendon House, 2 Church Street, Hamilton, Bermuda (collectively, the “Company”).


 


W  I  T  N
E  S  S  E  T  H:


 


WHEREAS, pursuant to a certain Service Agreement, dated as of August
26, 2004 between the Company and the Executive, the Executive has served as
Chief Executive Officer (“CEO”) of the Company and of its affiliate, Montpelier
Reinsurance Ltd., (“MRL”) and has served in such capacities since January 1,
2002; and


 


WHEREAS, at the request of the Board of Directors of the Company (“Board”),
the Executive has also served as President of the Company and of MRL, and has
agreed to continue to serve in that capacity until December 31, 2007; and


 


WHEREAS, the Executive was named Chairman of the Board at a meeting of
the Board held February 27, 2004, and has served in that capacity since; and


 


WHEREAS, the Company desires to continue to employ the Executive in the
capacities set forth hereinbelow, and the Executive desires to continue employment
under the terms and conditions of this Agreement;


 

















 


NOW, THEREFORE, for and in consideration of the premises and the mutual
covenants and agreements herein contained, and for other valuable
consideration, the receipt and sufficiency of which are hereby acknowledged,
the parties hereby agree as follows:


 


1.             Employment. The Company hereby shall
continue to employ the Executive, and the Executive hereby accepts the
continuation of employment, as CEO of the Company and as Chairman of the Board;
provided, however, that no sooner than June 30, 2008, the Executive shall step
down as CEO of the Company and shall assume the newly created role of Executive
Chairman of the Board (“Executive Chairman”), all under the terms and subject
to the conditions set forth herein.


 


2.             Term. Subject to paragraph 7, the
Executive shall be employed hereunder for the period commencing January 1,
2008, which shall be the effective date of this Agreement (“Effective Date”),
and ending December 31, 2009 (the “Term”).


 


3.             Duties.


 


(a)           For the period of time during the Term in which the
Executive is initially employed as CEO and Chairman of the Board (the “Initial
Phase of the Term”), the Executive shall have all responsibilities commensurate
with such positions, and for the period of time during the Term in which the
Executive is employed as Executive Chairman (the “Second Phase of the Term”),
the Executive shall have all responsibilities commensurate with such position. The
Executive shall perform such duties and exercise such powers in relation to the
business of the Company, or of any Group Company, as may from time to time
reasonably be assigned to or vested in him by the Board and shall give to the
Board such information regarding the affairs of the Company, and of any Group Company,
as it shall require and at all times in all respects 


 


2

















 


conform to and comply with the reasonable
directions and regulations made by the Board. The Executive shall perform such
services for any Group Company, including but not limited to MRL, (without
further remuneration except as otherwise agreed), and shall, while employed as
CEO and Chairman of the Board, accept such offices in any such Group Companies
as the Board, reasonably may require, consistent with his primary duties at the
time. The Executive shall well and faithfully serve the Company and the Group
Companies, and shall use his best endeavors to promote, develop and extend
their businesses and interests, giving at all times the full benefit of his
knowledge, expertise, technical skill and ingenuity. All other senior officers
and executives of the Company shall report to the Executive while the Executive
is employed as CEO and Chairman of the Board. For purposes of this Agreement, “Group
Company” shall mean and include any company which is from time to time a
holding company (as defined by Section 86 of the Companies Act 1981 (the “Companies
Act”), but irrespective of whether it is a Bermuda Company or an overseas
company) of the Company, a subsidiary company (as so defined) of the Company, a
subsidiary company (as so defined) of a holding company (as so defined) of the
Company, or a company in which the Company owns at least 50% of the issued
share capital.


 


(b)           During the Initial Phase of the Term, the Executive agrees
that he will devote substantially all of his time and attention to the affairs
of the Company and the Group Companies and that he will not engage, directly or
indirectly, in any other business or occupation. During the Second Phase of the
Term, the Executive agrees to devote such time as is necessary to enable him to
carry out his duties as Executive Chairman. The Executive may (i) serve on
corporate, civic or charitable boards or committees and otherwise engage in
charitable and civic activities, and (ii) engage in personal investment
activities on behalf of himself or his family, provided that 


 


3

















 


the Executive continues to devote
substantially all of his time and attention to the affairs of the Company and
the Group Companies during the Initial Phase of the Term and such time and
attention as is appropriate to his duties as Executive Chairman during the
Second Phase of the Term.


 


(c)           The Company reserves the right to require the Executive not
to attend work and/or not to undertake all or any of his duties hereunder
during a period of up to twelve (12) months immediately preceding the
termination of his employment, provided always that the Company shall continue
to pay the Executive’s Base Salary and contractual benefits for such period. This
paragraph 3(c) shall not affect the general right of the Company to suspend the
Executive for Cause (as defined in paragraph 7(c), below).


 


4.             Compensation and Related Matters. As full compensation for the
Executive’s performance of his duties and responsibilities hereunder during the
Term, the Company shall pay the Executive the compensation and provide the
benefits set forth below and in paragraph 5 of this Agreement:


 


(a)           Base Salary. During the Initial Phase of
the Term, the Company shall pay the Executive a salary at the annual rate of
nine hundred seventy five thousand dollars ($975,000) (U.S.) and during the
Second Phase of the Term, the Company shall pay the Executive salary at the annual
rate of six hundred fifty thousand dollars ($650,000) (such amounts, the “Base
Salary”). Base Salary shall be less applicable withholding and other
deductions, payable monthly in arrears on the day appointed by the Board for
the payment of salaries or pro rata if the Executive is employed for less than
a full month or if the Executive’s position changes during the month, resulting
in a different Base Salary. The Compensation and Nominating Committee of the
Board (the “Compensation Committee”), subject to ratification of the Board, 


 


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may, in its sole discretion, increase or
decrease the Base Salary at any time during the Term; provided, however, that
in no event shall the Executive’s Base Salary be decreased at any time during
the Term below the rates set forth above. The Base Salary shall be inclusive of
any director’s fees or other fees or remuneration payable to the Executive by
the Company or any Group Company (including remuneration paid under any service
agreement with Montpelier Marketing Services (UK) Limited) and, accordingly,
either the Executive shall pay over or cause to be paid over to the Company all
such fees or remuneration paid or payable to him or his Base Salary shall be
reduced by the amount of such fees or remuneration.


 


(b)           Bonuses. The Executive shall be
entitled to participate in the Company’s annual bonus plan with a target bonus
equal to 100% of his Base Salary (the “Target Bonus”). For the year in which
the Executive first becomes Executive Chairman, such Target Bonus shall be
determined based on the average of the Base Salary in effect while CEO and
Chairman of the Board and the Base Salary in effect while Executive Chairman. If
the Company’s annual bonus plan is terminated, during the term of this
Agreement the Executive shall remain entitled to an annual bonus on the same
terms and conditions as were contained in the Company’s annual bonus plan with
a target bonus equal to the Target Bonus.


 


(c)           Long-Term Incentive Plan. The Executive shall be
entitled to participate in the Montpelier Long-Term Incentive Plan (“LTIP”), as
in effect from time-to-time, or shall be entitled to comparable long-term
incentives outside of the LTIP, if the LTIP is terminated and the Company does
not adopt any comparable replacement plan.


 


(d)           Benefits. The Executive shall be
eligible to receive the benefits that the Company generally makes available to
its executives (as the same may be revised from time to time), 


 


5

















 


including but not limited to, the Company’s
retirement, savings, medical, dental, life insurance and deferred compensation
plans.


 


(e)           Paid Holiday. In addition to the usual
public holidays, the Executive shall be entitled to receive twenty-five (25)
paid days holiday each year. The Executive may schedule the holiday days as he
elects, subject to the reasonable disapproval of the Board. Any entitlement to
holiday remaining at the end of a year may be carried to the next succeeding
year but no further. Entitlement to holiday (and on termination, holiday pay in
lieu of holiday) accrues pro rata throughout each year, provided that fractions
of days shall be disregarded in calculating entitlement to vacation or payment
in lieu thereof.


 


(f)            Currency. The Executive’s Base Salary,
annual bonuses, cash settlement, if any, of Performance Shares under the LTIP
(or their equivalent) and any other cash remuneration or reimbursement payable
by the Company to the Executive shall be denominated in U.S. dollars. All such
payments and reimbursements, whether fixed (e.g., Base Salary,) or variable
(annual bonuses, LTIPs, etc.) shall be paid in U.S. dollars, unless the
Executive consents, in writing, to use of another currency.


 


(g)           Good Faith Negotiations. Notwithstanding the above,
prior to the end of the 2008 calendar year, the Company and the Executive agree
to re-evaluate the Term hereof, the Executive’s duties hereunder and the
Executive’s compensation and benefit arrangements in good faith; provided,
however, that any such change shall be in writing signed by the Company and the
Executive and any such change that is detrimental to the Executive shall not
take effect prior to January 1, 2009.


 


5.             Reimbursement. The Executive shall be
reimbursed for all documented business related expenses. The Executive shall be
entitled to be reimbursed for first-class air fare and the 


 


6

















 


expenses of appropriate hotel accommodations
for business travel, consistent with past practice. The Executive shall be
reimbursed for the cost of first-class air fare for personal travel between
Bermuda and the United Kingdom for the Executive and his spouse consistent with
prior practice. All amounts payable under this paragraph 5 shall be subject to
the Executive’s presentment to the Company of appropriate documentation. The
Executive may not travel by motor scooter (or similar transport) and, when in
Bermuda, shall travel by car or taxi service at Company expense.


 


6.             Confidentiality


 


(a)           The Executive shall not, either during the continuance of
his employment hereunder (otherwise than in the proper performance of his
duties hereunder) or at any time after the termination thereof, divulge to any
person whomsoever and shall use his reasonable endeavors to prevent the
publication or disclosure of any trade secret or other confidential information
concerning the business, finances, accounts, dealings, transactions or affairs
of the Company or any Group Company or of any of their respective clients entrusted
to him or arising or coming to his knowledge during the course of his
employment hereunder or otherwise; provided that the foregoing shall not
prevent or limit the Executive from complying with any applicable law or with
the directive of any court or administrative body or agency having the legal
authority to .compel testimony from or the production of documents by the
Executive. The provisions of this paragraph 6(a) shall not apply to any
information which is or becomes publicly known other than as a result of the
Executive’s breach of this agreement.


 


(b)           The Executive shall upon the termination of his employment
hereunder immediately deliver up to the Company all fee schedules, lists of
clients, correspondence and other documents, papers and property belonging to
the Company or any Group Company or 


 


7

















 


related to any of the matters referred to in
paragraph (a) above which may have been prepared by him or have come into his
possession in the course of his employment hereunder and shall not retain any
copies thereof.


 


7.             Termination. The Executive’s employment
shall terminate upon:


 


(a)           the Executive’s death; or


 


(b)           the Executive being unable to perform his duties and
responsibilities hereunder due to his disability (as defined below). For
purposes of this Agreement, the term “disability” shall mean that the Executive
has been unable to perform the duties and responsibilities required of him
hereunder due to a physical and/or mental disability for a period of six (6)
consecutive months or for more than one hundred eighty (180) working days,
whether or not consecutive, during any twelve (12) month period; provided that
any such periods may be extended at the sole discretion of the Board. During
such period of disability, the Executive shall continue to receive the Base
Salary (less any Company-paid benefits that he receives, such as short term
disability or workers compensation, during such period); or


 


(c)           the termination of the Executive’s employment by the Company
for “Cause”. For purposes of this Agreement, “Cause” shall mean: (i) conviction
of an offense (other than a road traffic offense or other non-material offense
not subject to a custodial sentence; or (ii) willful gross negligence or
willful gross misconduct by the Executive in connection with his employment
with the Company or a Group Company which causes or is likely to cause material
loss or damage to the Company or such Group Company; or


 


(d)           the resignation of the Executive for “Good Reason”. For
purposes of this Agreement “Good Reason” shall mean: (i) a decrease in the
Executive’s Base Salary (except as 


 


8

















 


authorized under paragraph 4 (a)) or any
material decrease in bonus opportunity; (ii) a material diminution in the
authority, duties or responsibilities of the Executive’s position with the
result that the Executive makes a determination in good faith that he cannot
continue to carry out his job in substantially the same manner as it was intended
to be carried out immediately before such diminution; (iii) a relocation of the
Company’s executive offices from Bermuda without the Executive’s consent as
long as the Executive is CEO of the Company; and (iv) a material breach by the
Company of the terms of this Agreement or of any award under the LTIP; provided
that the Executive shall have provided written notice to the Company (attention
of at least two members of the Board other than the Executive), setting forth
the alleged Good Reason within 120 days of the event, and the breach shall not
have been cured within thirty (30) days of receipt of the notice.


 


(e)           the termination of the Executive’s employment by the Company
without cause; or


 


(f)            the resignation of the Executive
without Good Reason.


 


8.             Termination Payments and
Benefits.


 


(a)           If the Executive’s employment is terminated during the Term
by: (i) reason of the Executive’s death or disability, (ii) the Company for
Cause pursuant to paragraph 7(c) or (iii) the Executive without Good Reason pursuant
to paragraph 7(f), then in full satisfaction of the Company’s obligations under
this Agreement, the Executive, his beneficiaries or estate, as appropriate,
shall be entitled to receive (A) the Base Salary provided for herein up to and
including the effective date of termination, prorated on a daily basis; (B)
payment for any accrued, but unused paid holiday as of the effective date of
termination; and (C) any reimbursements to which he may be entitled under
paragraph 5 of this Agreement.


 


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(b)           If the Executive’s employment is terminated during the Term
by: (i) the Company without Cause pursuant to paragraph 7(e), or (ii) the
Executive for Good Reason pursuant to paragraph 7(d), then in full satisfaction
of the Company’s obligations under this Agreement, the Executive, his
beneficiaries or estate, as appropriate, shall be entitled to receive:  (A) an amount equal to the Base Salary,
bonuses and any Performance Shares or other LTIP Awards earned but not
previously paid through the date of termination; (B) payment for any accrued
but unused paid holiday as of the effective date of termination; (C) any
reimbursements to which the Executive may be entitled under paragraph 5 of this
Agreement; (D) an amount equal to the sum of the Base Salary then in effect and
the annual Target Bonus (as determined under paragraph 4(b)) for the year
during which the termination occurs, multiplied by the greater of (I) one (1),
or (II) the remaining number of years and fractions thereof (with each full and
partial month counting as one-twelfth (1/12th) of a year) in the Term; (E)
medical benefit continuation under the Company’s medical plan for a period of
three (3) years following the termination of the Executive’s employment at the
Company’s expense and thereafter at the Executive’s expense; (F) the
accelerated vesting (to 100% vested) of unvested stock options, Stock
Appreciation Rights (“SARs”) and Restricted Share Units (“RSUs”), if any,
awarded to Executive under the LTIP or otherwise; and (G) payment with respect
to any outstanding Performance Shares previously awarded to the Executive, with
performance measured at the end of the year in which the termination occurs and
with the valuation of such Performance Shares (if paid in cash) based on the
average of the last ten (10) trading days of the year in which the termination
occurs, pro rated for the number of months worked from the date of grant until
such termination. In addition, the Executive shall be entitled to Group A
Benefits under the Montpelier Re Holdings Severance Plan, as in effect on the
date hereof (“Severance Plan”), if such Severance Plan has 


 


10

















 


been adopted and is then in effect; provided,
however, that such Group A Benefits shall be applied against and shall reduce
the benefits payable under this paragraph 8(b). In addition, if the Executive’s
employment is terminated in any of the circumstances covered by this paragraph
8(b), then notwithstanding any provision in any Company stock option held by
the Executive to the contrary, the Executive shall be entitled to exercise any
Company stock options during the two (2) year period beginning on his date of
termination (but not beyond the expiration date of the option). Payment of
benefits upon termination under clauses (D), (E), (F), and (G) of this
paragraph 8(b) are subject to and conditioned upon the Executive’s execution of
a Separation Agreement and General Release within the meaning of the Severance
Plan.


 


9.             Non-Renewal of Agreement. If this Agreement is not
renewed at the end of the Term, but the Executive remains an active member of
the Board, then such service as a Board member shall be considered continued
employment for purposes of determining the vesting of stock options, SARs, RSUs
and Performance Shares, and the Executive shall remain entitled to continuing
health coverage for himself and his spouse at the Company’s expense. If this
Agreement is not renewed at the end of the Term and the Executive is removed
from the Board (other than for Cause), or if following the end of the Term the
Executive is removed from the Board (other than for Cause) or is not reelected
to the Board (despite his willingness to remain an active member of the Board),
then (i) the Executive’s unvested stock options, SARs, RSUs and Performance
Shares shall become 100% vested, (ii) the Executive shall have two (2) years
following his last day as a member of the Board (but not beyond the expiration
date of the option) in which to exercise any outstanding stock options
(notwithstanding any provision of the stock options to the contrary) and (iii)
the Executive shall be entitled to payment with respect to outstanding
Performance Shares previously awarded to the Executive with performance 


 


11

















 


measured at the end of the year in which his
service as a member of the Board ends and with the valuation of such
Performance Shares (if paid in cash) based on the average of the last ten (10)
trading days of such year, pro rated for the number of days between the date of
grant and the date the Executive’s service as a member of the Board ends.


 


10.           Non-Competition.


 


(a)           During the Term, the Executive shall not without the consent
of the Board directly or indirectly engage in any other business or be
concerned or interested in any other business of a similar nature to or which
would or might compete with the business for the time being carried on by the
Company or any Group Company save that he may (but without prejudice to
paragraph 3) be interested as a holder or beneficial owner of not more than 5%
of any class of stock, shares or debentures in any company (other than the
Company, in which case, such limit shall not apply) whose stock, shares or debentures
are listed or dealt in on an appointed stock exchange (as defined in the
Companies Act).


 


(b)           Since the Executive has obtained in the course of his
employment prior to the date hereof and is likely to obtain in the course of
his employment hereunder knowledge of the trade secrets and also other
confidential information in regard to the business of the Company and of any
Group Company with which he becomes associated, the Executive hereby agrees
with the Company that in addition to the restrictions contained in paragraph
(a) above, he will not in Bermuda, the United Kingdom or the European Economic
Community:


 


(i)            During the period of 12 months following
the termination of his employment hereunder (howsoever caused) either on his
own account or for any other person, firm or company directly or indirectly be
engaged in or concerned with any 


 


12

















 


business or undertaking which is engaged in or carries on in Bermuda,
the United Kingdom or the European Economic Community any insurance business
which competes or seeks to compete with the business carried on by the Company
or any other Group Company at the date of termination.


 


(ii)           During the period of 12 months following the
termination aforesaid either on his own account or for any other person, firm
or company directly or indirectly solicit, interfere with or endeavor to entice
away from the Company or any Group Company the custom of any person, firm or
company who at the date of termination aforesaid or who in the period of 12
months immediately prior to such date was a customer or client of or in the
habit of dealing with the Company or any Group Company or who at such date was
to his knowledge negotiating with the Company or any Group Company in relation
to all or part of its business.


 


(iii)          During the period of 12 months following the
termination aforesaid either on his own account or for any other person, firm
or company solicit the services of or endeavor to entice away from the Company
or any Group Company any director, employee or consultant of the Company or any
Group Company (whether or not such person would commit any breach of his
contract of employment or engagement by reason of leaving the service of such
company) nor shall the Executive knowingly employ or aid or assist in or
procure the employment by any other person, fir or company of any such person.


 


(c)           While the restrictions aforesaid are considered by the
Parties to be reasonable in all the circumstances, it is agreed that if any of
such restrictions shall, taken together, be adjudged to go beyond what is
reasonable in all the circumstances for the protection of the 


 


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legitimate interests of the Company or any
Group Company but would be adjudged reasonable if part of the wording thereof
were deleted or modified the said restrictions shall apply with such words
deleted or modified.


 


(d)           The Executive hereby agrees that he will at the request and
at the cost of the Company enter into a direct agreement or undertaking with
any Group Company whereby he will accept restrictions and provisions
corresponding to the restrictions and provisions herein contained (or such of
them as may be appropriate in the circumstances) in relation to such services
and such area and for such period as such company or companies may reasonably
require for the protection of its or their legitimate interests provided that
he terms of such restrictions and provisions will not be more onerous than the
restrictions and provisions of this Agreement.


 


11.           Successors. The Executive’s performance
hereunder is personal to the Executive and shall not be assignable by the
Executive. The Company may at any time and from time to time delegate its power
and authority under this Agreement to any Group Company and such delegation (or
the revocation thereof) shall be effective upon the Company’s giving written
notice of the same to the Executive. The Company may assign this Agreement to
any Group Company or to any successor to all or substantially all of the
business and/or assets of the Company, whether directly or indirectly, by
purchase, merger, consolidation, acquisition of stock, or otherwise. This
Agreement shall inure to the benefit of and be binding upon the Company and its
successors and assigns.


 


12.           Legal Expenses. The Company will pay or
reimburse the Executive for all costs and expenses (including court costs and
attorney’s fees) incurred by the Executive as a result of any claim, action or
proceeding arising out of, or challenging the validity, or enforceability of,
this 


 


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Agreement or any provision hereof or any
benefit or award contemplated herein, but only if the Executive is the
prevailing party, in whole or in significant part, with respect to such claim,
action or proceeding. The Executive will pay or reimburse the Company for all
costs and expenses (including court costs and attorney’s fees) incurred by
Company as a result of any claim, action or proceeding arising out of, or
challenging the validity, or enforceability of, this Agreement or any provision
hereof or any benefit or award contemplated herein, but only if the Company is
the prevailing party, in whole or in significant part, with respect to such
claim, action or proceeding.


 


13.           Survival of Operative Sections. The expiration or termination
of this Agreement howsoever arising shall not operate to affect such of the
provisions hereof as are expressed or intended to remain in full force and
effect notwithstanding such termination.


 


14.           Miscellaneous.


 


(a)           Waiver; Amendment. The failure of a party to
enforce any term, provision, or condition of this Agreement at any time or
times shall not be deemed a waiver of that term, provision, or condition for
the future, nor shall any specific waiver of a term, provision, or condition at
one time be deemed a waiver of such term, provision, or condition for any
future time or times. This Agreement may be amended or modified only by a
writing signed by both parties hereto.


 


(b)           Governing Law; Jurisdiction. This Agreement shall be
governed by and construed in accordance with the laws of Bermuda and the
parties irrevocably submit to the non-exclusive jurisdiction of the Courts of
Bermuda.


 


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(c)           Paragraph Captions. Paragraph and other captions
contained in this Agreement are for reference purposes only and are in no way
intended to describe, interpret, define or limit the scope, extent or intent of
this Agreement or any provision hereof.


 


(d)           Severability. Each provision of this
Agreement is intended to be severable. If any term or provision hereof is
illegal or invalid for any reason whatsoever, such illegality or invalidity
shall not affect the validity of the remainder of this Agreement.


 


(e)           Integrated Agreement. This Agreement constitutes the
entire understanding and agreement between the parties hereto with respect to
the subject matter hereof, and supersedes all prior agreements, understandings,
memoranda, term sheets, conversations and negotiations. There are no
agreements, understandings, restrictions, representations or warranties between
the parties other than those set forth herein or herein provided for
Notwithstanding the foregoing, nothing in this Agreement shall reduce or diminish
the Executive’s rights under any employee benefit plan in which he is a
participant or under any stock option, SAR, RSU, Preferred Share (or similar
compensatory award) granted to the Executive by the Company (or any Group
Company) before, on or after the Effective Date.


 


(f)            Interpretation; Counterparts.


 


(i)            No provision of this Agreement is to be
interpreted for or against any party because that party drafted such provision.


 


(ii)           For purposes of this Agreement: “herein, “hereby,”
“hereof”, “hereinafter,” “herewith,” “hereafter” and “hereinafter” refer to
this Agreement in its entirety, and not to any particular paragraph.


 


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(iii)          References to statutory provisions shall be
construed as references to those provisions as amended or re-enacted or as
their application is modified by other provisions from time to time and shall
include references to any provisions of which they are re-enactments (whether
with or without modification).


 


(iv)          References to the singular shall include the
plural and vice versa and references to the masculine shall include the
feminine and/or neuter and vice versa.


 


(v)           References to persons shall include
companies, partnerships, associations and bodies of persons, whether incorporated
or unincorporated.


 


(g)           This Agreement may be executed in any number of
counterparts, each of which shall be deemed an original, and all of which shall
constitute one and the same instrument.


 


(h)           Untrue Statements. The Executive shall not knowingly
at any time make any untrue statement in relation to the Company or any Group
Company and in particular shall not after the determination of his employment
hereunder wrongfully represent himself as being employed by or connected with
the Company or any Group Company.


 


(i)            Notices. All notices and other
communications hereunder shall be in writing and shall be deemed to have been
duly given if delivered by hand delivery, or by facsimile (with confirmation of
transmission), or by overnight courier, or by registered or certified mail,
return receipt requested, postage prepaid, in each case addressed as follows:


 


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  If to the Executive:

  	
  Anthony Taylor

  
	
   

  	
  94 Pitt’s Bay Road

  
	
   

  	
  P.O. Box HM 2079

  
	
   

  	
  Pembroke HM HX

  
	
   

  	
  Bermuda

  
	
   

  	
   

  
	
  with copies to:

  	
  Mark S. Wintner

  
	
   

  	
  Stroock & Stroock & Lavan LLP

  
	
   

  	
  180 Maiden Lane

  
	
   

  	
  New York, NY 10038

  
	
   

  	
   

  
	
  If to the Company:

  	
  Montpelier Re Holdings, Ltd.

  
	
   

  	
  Montpelier Re House

  
	
   

  	
  94 Pitt’s Bay Road

  
	
   

  	
  Pembroke HM HX

  
	
   

  	
  Bermuda

  
	
   

  	
   

  
	
  with copies to:

  	
   

  



 


 


or to such other address as either party shall have furnished to the
other in writing in accordance herewith. Any such notice given by post shall be
deemed to have been served on the second week day after dispatch (public
holidays excepted) and any notice so given by hand shall be deemed to have been
served when delivered if delivered during normal business hours or, if
delivered outside such hours, at the next time after delivery when normal
business hours commence.


 


(j)            No Limitations. The Executive represents his
employment by the Company hereunder does not conflict with, or breach any
confidentiality, non-competition or other agreement to which he is a party or
to which he may be subject.


 


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IN WITNESS WHEREOF, each of the parties
hereto has executed this Agreement as of the date first above written.


 


 


	
  MONTPELIER RE HOLDINGS LTD.

  	
  EXECUTIVE

  
	
   

  	
   

  
	
   

  	
   

  
	
  /s/ Thomas G.S. Busher

  	
   

  	
  /s/ Anthony Taylor

  	
   

  
	
      Executive Vice
  President and

  	
   

  
	
      Chief Operating
  Officer

  	
   

  
				



 


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