Montpelier RE Holdings (MRH)

Item 1.01. Entry into a Material Definitive Agreement.

On June 21 2007, Montpelier Re Holdings Ltd. (the “Registrant”) and two of its wholly-owned subsidiaries, Montpelier Reinsurance Ltd. and Montpelier Capital Limited, entered into a Standby Letter of Credit Facility Agreement (the “Facility”) with The Royal Bank of Scotland plc.

The Facility provided the Registrant with a secured £74 million standby letter of credit facility through December 31, 2012, which was to be used to support business written by its Montpelier Syndicate 5151.  On October 27, 2008, the Facility was amended and restated to provide the Registrant with a secured £110 million standby letter of credit facility through December 31, 2013 (the “Original Facility Agreement”).

On March 24, 2009, the Original Facility Agreement was amended to provide the Registrant with a secured $230,000,000 standby letter of credit facility through December 31, 2013 (the “Amended and Restated Facility”).  The Amended and Restated Facility will continue to be used to support business written by Montpelier Syndicate 5151.

The foregoing description of the Amended and Restated Facility, which became effective on March 25, 2009, does not purport to be complete and is qualified in its entirety by reference to the full text of the Amended and Restated Facility, the Security Agreement and the Control Agreement. A copy of the Amended and Restated Facility is filed as Exhibit 10.1 to this Current Report on Form 8-K.  Copies of the Security Agreement and the Control Agreement were previously filed as Exhibits 99.2 and 99.3, respectively, to the Company’s Form 8-K filed June 25, 2007.

Item 1.01. Entry into a Material Definitive Agreement.

On June 8, 2007, Montpelier Reinsurance Ltd., various financial institutions and Bank of America, N.A., as Administrative Agent entered into a Credit Agreement (the “Agreement”).The Facility provided Montpelier Reinsurance with a secured $250 million standby letter of credit.

On November 10, 2008, the parties amended the Agreement to terminate the $35 million Commitment of Lehman Bros. Bank FSB (“Lehman Bank”) without reducing the Commitments of the other Lenders (the “Amendment”). Upon effectiveness of the Amendment, the percentages of the remaining Lenders will be revised to reflect their pro rata share of a $215 Million facility and the remaining Lenders will become liable for such percentages under all of the Letters of Credit outstanding on the date the Amendment becomes effective.  To the extent that Several Letters of Credit have been issued, Bank of America will amend such Letters of Credit to delete Lehman Bank as an issuer and revise the percentages of the remaining Lenders (which amendments do not require the consent of the beneficiaries).  Should a draw be made under a Several Letter of Credit prior to the amendments being issued, if necessary, the remaining Lenders will be required to pay in accordance with the revised percentages.

The foregoing description of the Amendment does not purport to be complete and is qualified in its entirety by reference to the full text of the Amendment A copy of the Amendment is filed as Exhibit 99.1 to this Current Report on Form 8-K.

Item 1.01. Entry into a Material Definitive Agreement.

On June 21 2007, Montpelier Re Holdings Ltd. (the “Registrant”) and two of its wholly-owned subsidiaries, Montpelier Reinsurance Ltd. and Montpelier Capital Limited, entered into a Standby Letter of Credit Facility Agreement (the “Facility”) with The Royal Bank of Scotland plc.

The Facility provided the Registrant with a secured £74 million standby letter of credit facility through December 31, 2012, which was to be used to support business written by its Montpelier Syndicate 5151.

On October 27, 2008, the Facility was amended and restated to provide the Registrant with a secured £110 million standby letter of credit facility through December 31, 2013 (the “Amended and Restated Facility”).  The Amended and Restated Facility will continue to be used to support business written by Montpelier Syndicate 5151.

The foregoing description of the Amended and Restated Facility does not purport to be complete and is qualified in its entirety by reference to the full text of the Amended and Restated Facility, the Security Agreement and the Control Agreement. A copy of the Amended and Restated Facility is filed as Exhibit 99.1 to this Current Report on Form 8-K.  Copies of the Security Agreement and the Control Agreement were previously filed as Exhibits 99.2 and 99.3, respectively, to the Company’s Form 8-K filed June 25, 2007.

Summary.  As previously announced, on May 31, 2006, Montpelier Re Holdings Ltd. (“Montpelier”) entered into two equity forward sale agreements under which it was entitled to sell its common shares to an affiliate of Credit Suisse Securities (USA) LLC (the “forward counterparty”) at minimum floor prices specified for each forward sale agreement.  On March 1, 2007, the Company notified the forward counterparty of its election of net share settlement for the entire first equity forward sale agreement, which settled in March 2007. In the course of the settlement, as the valuation price for each component was greater than the $11.75 forward floor price and less than the $18.465 forward cap price, no payments or deliveries of Montpelier common shares were required to be made by Montpelier or the forward counterparty.  On December 6, 2007, Montpelier and the forward counterparty amended the remaining forward sale agreement which relates to up to 7,920,000 Montpelier common shares.

The primary result of the amendment, described in more detail below, is to bifurcate the forward sale agreement into two tranches, extend the term of the forward sale agreement and increase the forward cap price for each tranche.

Detailed description.  Pursuant to the terms of the amendment, the remaining forward sale agreement was divided into two tranches, each relating to 3,960,000 underlying Montpelier common shares.  Each tranche is comprised of twenty separate components, each relating to 198,000 underlying Montpelier common shares.

Subject to Montpelier’s right to elect cash or net share settlement with respect to all of or a portion of the components of either tranche of the amended forward sale agreement, or to terminate early or accelerate settlement of any component of either tranche of the amended forward sale agreement, Montpelier will issue common shares to the forward counterparty under such forward sale agreement over a twenty business day period beginning on October 8, 2009 (in the case of the first tranche) and November 11, 2009 (in the case of the second tranche) based upon the price of Montpelier common shares over a twenty trading-day period beginning on October 5, 2009 (in the case of the first tranche) and November 6, 2009 (in the case of the second tranche).

In addition, the forward cap price was increased from $18.375 to $22.00 (in the case of the first tranche) and from $18.375 to $23.00 (in the case of the second tranche).  As a result, upon full physical settlement of any component of the amended forward sale agreement, if the relevant volume-weighted average per share price of Montpelier common shares on the valuation date for such component is greater than the increased forward cap price, Montpelier will issue to the forward counterparty a number of common shares equal to 51.1364% of the number of Montpelier common shares underlying such component (in the case of the first tranche) or 61.2245% of the number of Montpelier common shares underlying such component (in the case of the second tranche).

In connection with the amendment, Montpelier will make a $3,870,000 cash payment to the forward counterparty.

Please refer to Montpelier’s report on Form 8-K dated June 2, 2006 for a more complete description of Montpelier’s forward sale agreement being amended herein. The amendment is filed as Exhibit 10.1 to this report, and this description is qualified by reference to that exhibit and to the original forward sale agreement being amended herewith, which was filed as Exhibit 10.2 to Montpelier’s report on Form 8-K dated June 2, 2006.

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