Exhibit 10.1


 


AMENDMENT


 


	
  Date:

  	
  December 6, 2007

  
	
   

  	
   

  
	
  To:

  	
  Montpelier
  Re Holdings Ltd.

  
	
   

  	
  Montpelier
  House

  
	
   

  	
  94
  Pitts Bay Road

  
	
   

  	
  Pembroke
  HM 08

  
	
   

  	
  Bermuda

  
	
  Telefax No.:

  	
  (441) 296-5551

  
	
  Attention:

  	
  Kip Oberting

  
	
   

  	
   

  
	
  From:

  	
  Credit Suisse International

  
	
   

  	
  One Cabot Square

  
	
   

  	
  London E14 4QJ England

  



 


Dear
Sir or Madam,


 


This
letter agreement (the “Amendment”)
amends the terms and conditions of the Transaction (the “Transaction”)
entered into between Credit Suisse International (“Credit
Suisse”) and Montpelier Re Holdings Ltd. (“Counterparty”),
pursuant to a letter agreement dated May 31, 2006 (the “Confirmation”), External ID: 50192945 – Risk ID: 40080280,
pursuant to which Credit Suisse and Counterparty entered into a Share Forward
Transaction relating to an aggregate of 7,920,000 Shares.  Upon the effectiveness of this Amendment as
set forth in Section 5 hereof, all references in the Confirmation to the “Transaction”
shall be deemed to be to the Transaction as amended hereby.  Capitalized terms used herein without definition
shall have the meanings assigned to them in the Confirmation.


 


1.                                      Amendments.   The
Confirmation shall be amended as follows:


 


(a)                                   The language opposite the provisions entitled “Dividend Adjustment”
shall be amended by inserting the words “for the Tranche of which such
Component is a part” after the words “Forward Cap Price” in the eighth line
thereof.


 


(b)                                  The provisions entitled “Components” in the Confirmation shall be
amended and restated in their entirety as:


 


	
  “Tranches and
  Components:

  	
  The Transaction
  will be divided into two Tranches, and each Tranche will be further divided
  into individual Components, each with the terms set forth in this
  Confirmation, and, in particular, with respect to each Tranche, with the
  Forward Cap Price and Settlement Percentage set forth in this Confirmation,
  and with respect to each Component, with the Number of Shares and Valuation
  Date set forth in this Confirmation. The payments, issuances and tenders for
  repurchase for cancellation to be made upon settlement of the Transaction
  will be determined separately for each Component as if each Component were a
  separate Transaction under the Agreement.”

  



 


 


(c)                                   The provisions entitled “Forward Cap Price” in the Confirmation
shall be amended and restated in their entirety as:


 


	
  “Forward Cap Price:

  	
  For Tranche 1, USD22.00

  
	
   

  	
   

  
	
   

  	
  For Tranche 2, USD23.00”

  



 


1

















 


(d)                                  The further proviso to the provisions entitled “Valuation Date” in
the Confirmation shall be amended and restated in its entirety as “and provided
further that if such Valuation Date has not occurred pursuant to the preceding
proviso as of the Final Disruption Date for the Tranche of which such Component
is a part, the Final Disruption Date for such Tranche shall be the Valuation
Date for such Component (irrespective of whether such date is a Valuation Date
in respect of any other Component for the Transaction) and, notwithstanding
anything to the contrary in this Confirmation or the 2002 Definitions, the
Settlement Price for such Valuation Date shall be the prevailing market value
per Share on such Final Disruption Date determined by the Calculation Agent in
a commercially reasonable manner.”


 


(e)                                   The provisions entitled “Final Disruption Date” in the Confirmation
shall be amended and restated in their entirety as:


 


	
  “Final Disruption Date:

  	
  For Tranche 1, November 5, 2009

  
	
   

  	
   

  
	
   

  	
  For Tranche 2, December 16, 2009”

  



 


 


(f)                                     The provisions entitled “Settlement Method Election Date” in the
Confirmation shall be amended and restated in their entirety as:


 


	
  “Settlement Method Election Date:

  	
  For any Component, the date that is two
  Scheduled Trading Days prior to the Scheduled Valuation Date for the first
  Component of the Tranche of which such Component is a part.”

  



 


 


(g)                                  The provisions entitled “Forward Cash Settlement Amount” in the
Confirmation shall be amended and restated in their entirety as:


 


	
  “Forward Cash Settlement Amount:

  	
  Clause (iii) of
  Section 8.5(e) of the 2002 Definitions is hereby replaced by the
  following: “(iii) if the Settlement Price is greater than the Forward
  Cap Price, an amount equal to the product of (x) the Settlement
  Percentage for the Tranche of which such Component is a part and (y) the
  difference of (A) the Settlement Price, minus (B) the Forward Cap
  Price for such Tranche.”

  



 


(h)                                  The provisions entitled “Number of Shares to be Delivered” in the
Confirmation shall be amended and restated in their entirety as:


 


	
  “Number of Shares to be Delivered:

  	
  Clause (iii) of
  Section 9.5(c) of the 2002 Definitions is hereby replaced by the
  following: “(iii) if the Settlement Price is greater than the Forward
  Cap Price for the Tranche of which such Component is a part, a number of
  Shares equal to the product of (x) the Settlement Percentage for such
  Tranche and (y) the Number of Shares.”

  



 


(i)                                      The following provision shall be added after “Number of Shares to be
Delivered”:


 


	
  “Settlement Percentage:

  	
  For Tranche 1, 51.1364%

  
	
   

  	
   

  
	
   

  	
  For Tranche 2, 61.2245%”

  



 


(j)                                      Section 5(c)(iii) of the Confirmation is amended by
replacing the words “during the period starting on the Initial Averaging Date
and ending on the Valuation Date” with the words “that results in a ‘restricted
period’ (as defined in Regulation M) being in effect on the Valuation Date for
any Component”.


 


(k)                                   Annex A of the Confirmation shall be replaced in its entirety by
Annex A attached hereto.


 


2

















 


2.                                      Payment. 
On December 11, 2007, Counterparty shall make a cash payment of
USD3,870,000 (the “Payment Amount”)
to Credit Suisse, by wire transfer of immediately available funds to an account
designated by Credit Suisse.


 


3.                                      Repeated Representations.  Each of Credit
Suisse and Counterparty hereby repeats
its respective representations and warranties with respect to the Transaction,
as amended hereby, as set forth in Section 5 of the Confirmation and in Section 3
of the Agreement.


 


4.                                      No Additional Amendments or
Waivers.  Except as amended hereby, all the terms of
the Transaction and provisions in the Confirmation shall remain and continue in
full force and effect and are hereby confirmed in all respects.


 


5.                                      Counterparts; Effectiveness.  This
Amendment may be signed in any number of counterparts, each of which shall be
an original, with the same effect as if all of the signatures thereto and
hereto were upon the same instrument. 
This Amendment shall become effective as of the date hereof upon its
execution and delivery.


 


6.                                      Governing Law.  The
provisions of this Amendment shall be governed by the New York law (without
reference to choice of law doctrine).


 


Please confirm that the
foregoing correctly sets forth the terms of our agreement by executing this
Amendment.


 


 


	
   

  	
  Yours faithfully,

  
	
   

  	
   

  
	
   

  	
  CREDIT SUISSE INTERNATIONAL

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ LAURA MUIR

  
	
   

  	
   

  	
  Name: Laura Muir

  
	
   

  	
   

  	
  Title: Authorised Signatory

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ SAYEDUR KHAN

  
	
   

  	
   

  	
  Name: Sayedur Khan

  
	
   

  	
   

  	
  Title: Authorised Signatory

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Confirmed as of the

  	
   

  	
   

  
	
  date first above written:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  MONTPELIER
  RE HOLDINGS LTD.

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  By:

  	
    /s/ KERNAN OBERTING

  	
   

  	
   

  
	
   

  	
  Name: Kernan Oberting

  	
   

  	
   

  
	
   

  	
  Title: Executive Vice President and Chief Financial Officer

  	
   

  	
   

  
					



 


3

















 


ANNEX A


 


For
each Tranche and Component of the Transaction, the Number of Shares and
Valuation Date is set forth below.


 


Tranche 1


 


	
  Component
  Number

  	
   

  	
  Number of Shares

  	
   

  	
  Scheduled Valuation Date

  
	
  1.

  	
   

  	
  198,000

  	
   

  	
  October 5, 2009

  
	
  2.

  	
   

  	
  198,000

  	
   

  	
  October 6, 2009

  
	
  3.

  	
   

  	
  198,000

  	
   

  	
  October 7, 2009

  
	
  4.

  	
   

  	
  198,000

  	
   

  	
  October 8, 2009

  
	
  5.

  	
   

  	
  198,000

  	
   

  	
  October 9, 2009

  
	
  6.

  	
   

  	
  198,000

  	
   

  	
  October 12, 2009

  
	
  7.

  	
   

  	
  198,000

  	
   

  	
  October 13, 2009

  
	
  8.

  	
   

  	
  198,000

  	
   

  	
  October 14, 2009

  
	
  9.

  	
   

  	
  198,000

  	
   

  	
  October 15, 2009

  
	
  10.

  	
   

  	
  198,000

  	
   

  	
  October 16, 2009

  
	
  11.

  	
   

  	
  198,000

  	
   

  	
  October 19, 2009

  
	
  12.

  	
   

  	
  198,000

  	
   

  	
  October 20, 2009

  
	
  13.

  	
   

  	
  198,000

  	
   

  	
  October 21, 2009

  
	
  14.

  	
   

  	
  198,000

  	
   

  	
  October 22, 2009

  
	
  15.

  	
   

  	
  198,000

  	
   

  	
  October 23, 2009

  
	
  16.

  	
   

  	
  198,000

  	
   

  	
  October 26, 2009

  
	
  17.

  	
   

  	
  198,000

  	
   

  	
  October 27, 2009

  
	
  18.

  	
   

  	
  198,000

  	
   

  	
  October 28, 2009

  
	
  19.

  	
   

  	
  198,000

  	
   

  	
  October 29, 2009

  
	
  20.

  	
   

  	
  198,000

  	
   

  	
  October 30, 2009

  



 


Tranche 2


 


	
  Component Number

  	
   

  	
  Number of Shares

  	
   

  	
  Scheduled Valuation Date

  
	
  21.

  	
   

  	
  198,000

  	
   

  	
  November 6, 2009

  
	
  22.

  	
   

  	
  198,000

  	
   

  	
  November 9, 2009

  
	
  23.

  	
   

  	
  198,000

  	
   

  	
  November 10, 2009

  
	
  24.

  	
   

  	
  198,000

  	
   

  	
  November 11, 2009

  
	
  25.

  	
   

  	
  198,000

  	
   

  	
  November 12, 2009

  
	
  26.

  	
   

  	
  198,000

  	
   

  	
  November 13, 2009

  
	
  27.

  	
   

  	
  198,000

  	
   

  	
  November 16, 2009

  
	
  28.

  	
   

  	
  198,000

  	
   

  	
  November 17, 2009

  
	
  29.

  	
   

  	
  198,000

  	
   

  	
  November 18, 2009

  
	
  30.

  	
   

  	
  198,000

  	
   

  	
  November 19, 2009

  
	
  31.

  	
   

  	
  198,000

  	
   

  	
  November 20, 2009

  
	
  32.

  	
   

  	
  198,000

  	
   

  	
  November 23, 2009

  
	
  33.

  	
   

  	
  198,000

  	
   

  	
  November 24, 2009

  
	
  34.

  	
   

  	
  198,000

  	
   

  	
  November 25, 2009

  
	
  35.

  	
   

  	
  198,000

  	
   

  	
  November 27, 2009

  
	
  36.

  	
   

  	
  198,000

  	
   

  	
  November 30, 2009

  
	
  37.

  	
   

  	
  198,000

  	
   

  	
  December 1, 2009

  
	
  38.

  	
   

  	
  198,000

  	
   

  	
  December 2, 2009

  
	
  39.

  	
   

  	
  198,000

  	
   

  	
  December 3, 2009

  
	
  40.

  	
   

  	
  198,000

  	
   

  	
  December 4, 2009

  



 


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