AMENDMENT

Exhibit 10.1

AMENDMENT

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:

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

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:

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

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

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

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

(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.

3

ANNEX A

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

Tranche 1

Tranche 2

A-1