6,000,000 Shares MONTPELIER RE HOLDINGS LTD. UNDERWRITING AGREEMENT May 3, 2011Investment Management Agreement • May 5th, 2011 • Montpelier Re Holdings LTD • Fire, marine & casualty insurance • New York
Montpelier Re Holdings Ltd., an exempted Bermuda limited liability company (the “Company”), confirms its agreement with Merrill Lynch, Pierce, Fenner & Smith Incorporated (“Merrill Lynch”) and each of the other Underwriters named in Schedule A hereto (collectively, the “Underwriters,” which term shall also include any underwriter substituted as hereinafter provided in Section 9), for whom Merrill Lynch is acting as representative (in such capacity, the “Representative”), with respect to the issue and sale by the Company, and the purchase by the Underwriters, acting severally and not jointly, of the respective numbers of 8.875% Non-Cumulative Preferred Shares, Series A, par value 1/6 cent per share, $25.00 liquidation preference per share, of the Company (the “Preferred Shares”) set forth in Schedule A hereto. The aforesaid 6,000,000 Preferred Shares to be purchased by the Underwriters are hereinafter called, the “Securities.”
