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                                                                   EXHIBIT 10.10

                             SUBSCRIPTION AGREEMENT


Maximus Capital Holdings, Ltd.
P. O. Box HM 2565
Hamilton, HM KX
Bermuda


Ladies and Gentlemen:

          Western  General  Insurance  Ltd.,  a Bermuda  insurance  company (the
"Subscriber"),  desires to purchase  Common  Shares  (each having a par value of
US$1.00)  in the share  capital of Maximus  Capital  Holdings,  Ltd.,  a company
organized under the laws of Bermuda (the "Company"),  and the Company has agreed
that in connection  with such  subscription  the Company will issue a warrant to
purchase  Common Shares as more fully disclosed  herein.  The Subscriber and the
Company hereby agree as follows:

 1.  Subscription For Common Shares.  The Subscriber  hereby  subscribes for and
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     agrees to accept the issue by the  Company  of the number of Common  Shares
     set forth in the Subscriber  Signature Page attached  hereto or such lesser
     number  allotted  by the  Company  (the  "Shares")  and  agrees  to pay the
     purchase  price of US$15.00 per share.  The aggregate  purchase  price (the
     "Purchase  Price")  for the  number of Shares  subscribed  for has been set
     forth in the Subscriber Signature Page.

 2.  Issuance of Warrants. The Company shall issue and deliver to the Subscriber
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     a  warrant,  substantially  in the form  attached  hereto as Exhibit D (the
     "Initial Warrant"),  to purchase 368,359 Common Shares at an exercise price
     of US$15.00 per share on the terms and conditions  set forth  therein.  The
     Company shall issue and deliver to the Subscriber an additional  warrant on
     each subsequent  closing of the private placement of Common Shares of which
     this  subscription  is a part (the  "Offering") or any subsequent  issuance
     (each a "Subsequent Offering") of Common Shares or Non-Voting Common Shares
     of Max Re Ltd.,  the  subsidiary  of the Company  ("Max Re"),  in each case
     substantially in the form attached hereto as Exhibit D (each an "Additional
     Warrant"  and,  together  with the Initial  Warrant,  the  "Warrants"),  to
     purchase that number of Common Shares equal to 1.7% of the aggregate number
     of Common Shares  (including  Common  Shares  issuable upon the exchange of
     Non-Voting  Common Shares of Max Re) issued at such  subsequent  closing of
     the Offering or Subsequent Offering at an exercise price equal to the price
     per share of the  securities  then offered on the terms and  conditions set
     forth  therein;  provided,  however,  that  noAdditional  Warrants shall be
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     issued to the extent  that the  Company and Max Re have raised in excess of
     US$600 million through the issuance of shares or two years has elapsed from
     the date hereof.
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 3.  Purchase Procedure. The Subscriber acknowledges that, in order to subscribe
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     for the Shares,  such  Subscriber  must, and such  Subscriber  does hereby,
     deliver to the Company:

     (a)  Two (2) executed  counterparts  of the Signature Page attached to this
          Subscription Agreement (the "Agreement");

     (b)  Two (2)  completed  copies of the  Subscriber  Questionnaire  attached
          hereto as Exhibit A; and

     (c)  Payment of the Purchase  Price to the Company in United States dollars
          by wire transfer of immediately  available funds,  must be received on
          or before  December 22, 1999.  Attached hereto as Exhibit C are wiring
          instructions.

 4.  Acceptance  Procedure.  It shall be a condition  precedent to the Company's
     ---------------------
     acceptance  of this  Subscription  that (i) the  Company has  received  and
     accepted  subscriptions  for Common Shares and Non-Voting  Common Shares of
     Max Re for at least  US$300  million in the  aggregate  and (ii) the US$150
     million from the direct sales  described in the  Memorandum  (as defined in
     Section 5(a) herein) shall have been fully funded;  provided, that, for the
     purpose of calculating the amount in clause (i) above, the -------- Company
     shall include the amount of this  Subscription  and other  subscriptions in
     the Offering that are similarly  conditioned to the extent that the Company
     intends to accept any such subscriptions.  After this Subscrition Agreement
     has been accepted by the Company,  the Company shall notify the  Subscriber
     of the  satisfaction of the the conditions set forth in this Section 4, and
     the Subscriber  shall promptly deliver the Purchase Price to the Company in
     accordance   with  Section  3(c)  herein.   If  the  Company  rejects  this
     subscription,  in whole  or in  part,  after  the  Subscriber  has paid the
     Purchase Price to the Company,  the Company shall promptly  refund,  at the
     cost of the Subscriber,  any unused portion of the subscription  payment to
     the Subscriber with any interest earned thereon.

 5.  Representations  and Covenants of Subscriber.  By executing this Agreement,
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     the  Subscriber  makes  the  following  representations,  declarations  and
     warranties  to the  Company,  with the  intent and  understanding  that the
     Company will rely thereon:

     (a)  The   Subscriber   has  received  and  carefully  read  the  Company's
          Confidential  Private Placement  Memorandum dated December 17, 1999 as
          the same may have been supplemented or amended on or prior to the date
          hereof (the  "Memorandum") and acknowledges that it has been furnished
          by or on behalf of the Company  during the course of this  transaction
          with  all  information  regarding  the  Company  that  the  Subscriber
          requested  or  desired  to know;  that all  documents  which  could be
          reasonably  provided  have been made  available  for the  Subscriber's
          inspection  and review;  and that the Subscriber has been afforded the
          opportunity  to  ask  questions  of  and  receive  answers  from  duly
          authorized officers or other representatives of the Company concerning
          the  terms  and   conditions  of  the  Offering  and  any   additional
          information which the Subscriber has requested. The Subscriber has not
          relied  on any  written  or oral  representation  or  information  not
          contained in the  Memorandum.  The  Subscriber  acknowledges  that any
          projections   which  it  has  been   furnished  do  not  constitute  a
          representation  or warranty  as to the  anticipated  future  financial
          performance of the Company.
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     (b)  The  Subscriber  understands  that  there is no public  market for the
          Shares or Warrants and that there is no assurance that a public market
          will develop.

     (c)  The Subscriber understands that (i) the Shares being purchased and the
          Warrants  being issued  hereunder have not been  registered  under the
          Securities  Act of 1933,  as amended,  of the United States of America
          (the  "Securities  Act") or under the securities  and public  offering
          laws  of  any  other  jurisdiction   ("securities   laws");  (ii)  the
          Subscriber  cannot  sell  such  Shares,   Warrants  or  Common  Shares
          underlying  the  Warrants  (the  "Warrant  Shares")  unless  they  are
          registered under the Securities Act or any other applicable securities
          laws or unless  exemptions  from such  registration  requirements  are
          available;  (iii)  a  legend  will be  placed  on any  certificate  or
          certificates  evidencing  the  Shares,  Warrants  and  Warrant  Shares
          stating  that,  among other  matters,  such  securities  have not been
          registered  under the Securities Act and setting forth or referring to
          the restrictions on transferability and sales of such securities; (iv)
          the Shares, Warrants and Warrant Shares will be subject to significant
          contractual  transfer  restrictions  pursuant  to Section 7 herein and
          that certain shareholders'  agreement by and among the Company, Max Re
          and  shareholders of the Company to be made at the consummation of the
          Offering   (as  amended   from  time  to  time,   the   "Shareholders'
          Agreement"),  including a  prohibition  on certain  transfers  of such
          securities;  and (v) the Company has no  obligation  or  intention  to
          register  the  Shares,  Warrant or  Warrant  Shares for sale under the
          Securities Act or any other United States of America  federal or state
          securities laws or applicable  securities laws of other  jurisdictions
          or assist the  Subscriber  in obtaining an exemption  from the various
          registration  requirements  except as set forth herein or contemplated
          by the Shareholders' Agreement. The Subscriber agrees not to transfer,
          dispose of or resell the Shares,  Warrants or Warrant  Shares  without
          compliance  with  the  terms  of  this  Agreement,  the  Shareholders'
          Agreement,  the Company's Bye-laws, the Securities Act and any and all
          applicable  securities  laws and relevant  permissions or approvals of
          the Bermuda Monetary Authority.

     (d)  The  Subscriber  (i) is  acquiring  the Shares,  Warrants  and Warrant
          Shares solely for the Subscriber's own account for investment purposes
          only and not with a view to making a distribution,  either in whole or
          in  part;  (ii)  has no  contract,  undertaking,  agreement  or  other
          arrangement,  in existence or contemplated,  to sell, charge,  pledge,
          assign or otherwise transfer or dispose of such securities  (including
          without  limitation  any interest  therein) to any other  person,  and
          (iii) agrees not to sell or otherwise  transfer such securities unless
          and until (A) they are  subsequently  registered  under the Securities
          Act and any applicable securities laws or unless an exemption from any
          such registration is available and (B) such transfer complies with the
          terms and conditions of the Shareholders' Agreement, Section 7 herein,
          the Company's  Bye-laws and relevant  permissions  or approvals of the
          Bermuda Monetary Authority.
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<PAGE>

     (e)  The  Subscriber  acknowledges  that such  Subscriber has been informed
          that the  Company's  business  is highly  speculative  in nature;  the
          Subscriber  therefore  understands  that an  investment in the Shares,
          Warrant  or  Warrant  Shares  involves   substantial   risks  and  the
          Subscriber  recognizes  and  understands  the  risks  relating  to the
          purchase of such securities,  including without limitation those risks
          outlined  in the  Memorandum  under  "Risk  Factors -- We and/or  U.S.
          persons  who own our  Common  Shares  may be  subject  to U.S.  income
          taxation."

     (f)  The  Subscriber's  investment in the Company is reasonable in relation
          to its net worth and  financial  needs and the  Subscriber  is able to
          bear the economic risk of losing the Subscriber's entire investment in
          the Securities.

     (g)  The  Subscriber   represents  that  such   Subscriber   satisfies  the
          definition  of  "accredited  investor"  as set forth in Rule 501(a) of
          Regulation D under the Securities Act ("Regulation D"), and can afford
          a total loss of his  investment  without  substantially  affecting his
          present manner or mode of living.  A copy of this  definition has been
          attached hereto as Exhibit B.

     (h)  The  Subscriber  understands  that (i) the Offering and the  documents
          used in  connection  with  the  Offering  have not  been  reviewed  or
          approved by any regulatory  agency or government  department,  nor has
          any  such  agency  or  government   department  made  any  finding  or
          determination as to the suitability of the Shares for investment;  and
          (ii)  if  required  by the  laws  or  regulations  of  any  applicable
          jurisdiction,  the  Offering  will  be  submitted  to the  appropriate
          authorities  of  such   jurisdiction  for  registration  or  exemption
          therefrom.

     (i)  The  Subscriber  acknowledges  and  agrees  that the  Company  has the
          unconditional right to accept or reject this subscription, in whole or
          in  part.  The  Company  shall  notify  the  Subscriber  whether  this
          subscription  is  accepted  or  rejected.   If  such  subscription  is
          rejected,  payment  will be returned,  at the cost of the  Subscriber,
          without interest to the Subscriber.

     (j)  The  Subscriber  has been  formed  and  validly  exists and is in good
          standing  under the laws of the  jurisdiction  in which the Subscriber
          has been formed and has not been organized for the specific purpose of
          purchasing  the  Shares,   Warrants  or  Warrant  Shares  (unless  all
          beneficial owners of the Subscriber are "accredited investors") and is
          not prohibited from so purchasing the Shares or receiving the Warrants
          hereunder.

     (k)  The Subscriber is authorized,  empowered and qualified to execute this
          Agreement  and to make an  investment  in the Company as  contemplated
          hereby.  Each of this  Agreement and the  Shareholders'  Agreement has
          been duly executed by, for or on behalf of and  constitutes the legal,
          valid  and  binding  obligations  of the  Subscriber  and  enforceable
          against  the  undersigned  in  accordance  with its terms,  subject to
          applicable  bankruptcy,  insolvency,  reorganization,  moratorium  and
          similar laws affecting  creditors'  rights and remedies  generally and
          subject,  as  to  enforceability,  to  general  principles  of  equity
          (regardless of whether enforcement is sought in a proceeding of law or
          in equity).  The  Subscriber  is not aware of any laws or  regulations
          that  might  be the  basis  for  releasing  the  Subscriber  from  the
          obligations created by this Agreement or the Shareholders' Agreement.
                                       4
<PAGE>

     (l)  If the  Subscriber is purchasing the Shares or Warrants in a fiduciary
          capacity for another person or entity,  including without limitation a
          company, corporation, limited liability company, partnership, trust or
          any other entity,  the Subscriber has been duly authorized,  empowered
          and  qualified to execute this  Agreement  and all other  subscription
          documents,  and such other person  fulfills all the  requirements  for
          purchase of the Shares or Warrants as such  requirements are set forth
          herein,  concurs in the  purchase of the Shares or Warrants and agrees
          to be  bound  by  the  obligations,  representations,  warranties  and
          covenants  contained  herein.   Upon  request  of  the  Company,   the
          Subscriber  will  provide  true,  complete  and current  copies of all
          relevant   documents   creating  the  Subscriber,   authorizing   such
          investment in the Company and/or  evidencing the  satisfaction  of the
          foregoing.

     (m)  No consent,  approval or  authorization  of, or  declaration or filing
          with, any  governmental or  quasi-government  authority or agency that
          has not been  obtained  or made is  required to be obtained or made by
          the Subscriber for the valid  execution and delivery of this Agreement
          by the  Subscriber  or the valid  purchase of Shares  pursuant to this
          Agreement.

     (n)  The  Subscriber  hereby  covenants  that for so long as it  holds  any
          portion of the Shares  subscribed  for  hereunder  or the  Warrants or
          Warrant Shares it shall immediately notify the Company upon any change
          in  the  Subscriber's  status  as  an  "accredited  investor"  or  the
          Subscriber's  status as not resident in Bermuda for  exchange  control
          purposes.

     (o)  The representations and warranties set forth by the Subscriber in this
          Section 5 are true and  correct as of the date hereof and will be true
          and correct as of the date of the  acceptance of this Agreement by the
          Company  in  accordance  with the terms of  Section 3 hereof.  If such
          representations  and  warranties  shall not be true and correct in any
          respect prior thereto,  the Subscriber shall  immediately give written
          notice of such fact to the Company,  specifying which  representations
          and warranties are not true and correct and the reasons therefor.

 6.  Representations   and   Warranties   of  the  Company.   By  accepting  the
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     Subscriber's  Subscription  hereunder,  the  Company  makes  the  following
     representations,  declarations  and warranties to the Subscriber,  with the
     intent and understanding that the Subscriber will rely thereon.

     (a)  The Company is duly organized,  validly  existing and in good standing
          (meaning  that it has not failed to make any filing  with any  Bermuda
          governmental  authority to pay any Bermuda government fee or tax which
          would  make it  liable  to be  struck  off  the  Bermuda  Register  of
          Companies and thereby  cease to exist) under the laws of Bermuda,  and
          has all  corporate  powers  required  to carry on its  business as now
          being, and as proposed to be, conducted.  The Company is authorized or
          duly  qualified  to do business as a foreign  corporation  and in good
          standing in each  jurisdiction  where the  character  of the  property
          owned or  leased  by it or the  nature  of its  activities  make  such
          qualification necessary.
                                       5
<PAGE>

     (b)  The  authorized  share capital of each of the Company and Max Re as of
          the date of this  Subscription  is accepted by the Company  will be as
          set forth on Schedule 6(b) attached hereto. The issued and outstanding
          shares of the Company and Max Re immediately prior to the commencement
          of the initial  closing of the Offering or any direct sales  described
          in the  Memorandum  will be as set  forth on  Schedule  6(b)  attached
          hereto. Upon the consummation of the final closing of the Offering and
          the direct sales and assuming  issuances  thereby of US$600 million of
          shares  as  described  in the  Memorandum,  the pro forma  issued  and
          outstanding  shares of the Company and Max Re and warrants to purchase
          shares of the Company and Max Re will be as set forth on Schedule 6(b)
          attached hereto. There are no outstanding options, warrants, rights to
          subscribe to, or securities or rights  convertible or exercisable into
          or  exchangeable  for  any  shares  of  the  Company  or  Max  Re,  or
          arrangements  by which  either the  Company or Max Re is or may become
          bound to issue additional shares.

     (c)  The  execution,  delivery  and  performance  by  the  Company  of  its
          obligations  under this Agreement,  the Warrants and the Shareholders'
          Agreement  and the  consummation  by the  Company of the  transactions
          contemplated  hereby or thereby,  are within the  Company's  corporate
          power and have been duly authorized by all necessary  corporate action
          on the part of the Company.  Each of this Agreement,  the Warrants and
          the Shareholders'  Agreement has been duly and validly executed by the
          Company  and  constitutes  the  valid  and  binding  agreement  of the
          Company, enforceable against the Company in accordance with its terms,
          subject  to   applicable   bankruptcy,   insolvency,   reorganization,
          moratorium and similar laws affecting  creditors'  rights and remedies
          generally and subject, as to enforceability,  to general principles of
          equity (regardless of whether enforcement is sought in a proceeding of
          law or in equity).

     (d)  The  execution,  delivery  and  performance  by the  Company  of  this
          Agreement, the Warrants and the Shareholders' Agreement do not require
          consent,  approval or  authorization  of, or filing,  registration  or
          qualification with, any governmental body, agency,  official, court or
          other authority that has not been obtained or made.

     (e)  The  execution,  delivery  and  performance  by  the  Company  of  its
          obligations  under this Agreement,  the Warrants and the Shareholders'
          Agreement  do not and will not (A)  contravene  or  conflict  with the
          Company's  organizational  documents or (B) (i) contravene or conflict
          with  or   constitute  a  violation  of  any  provision  of  any  law,
          regulation,  judgment,  injunction,  order or decree  binding  upon or
          applicable to the Company, (ii) require any consent, approval or other
          action by any person or constitute a default under or give rise to any
          right of  termination,  cancellation  or  acceleration of any right or
          obligation  of the  Company  to a loss of any  benefit  to  which  the
          Company is entitled  under any provision of any  agreement,  contract,
          indenture,  lease or other instrument  binding upon the Company or any
          license,  franchise, permit or other similar authorization held by the
          Company  or  (iii)  result  in  the  creation  or  imposition  of  any
          encumbrances.
                                       6
<PAGE>

     (f)  When issued,  sold, and delivered in accordance  with this  Agreement,
          the Shares  will be validly  issued  and  outstanding,  fully paid and
          non-assessable  (meaning  that no further sums are required to be paid
          by the holders  thereof in connection  with the issue thereof) with no
          personal liability  attaching to the ownership thereof and not subject
          to preemptive or similar rights of the  Shareholders of the Company or
          others, except as provided in the Shareholders' Agreement. Upon proper
          exercise of the Warrants and the  obtaining of any required  approvals
          of the Bermuda Monetary Authority,  the Warrant Shares received by the
          Subscriber  will be validly  issued and  outstanding,  fully paid, and
          non-assessable  (meaning  that no further sums are required to be paid
          by the holders  thereof in connection  with the issue thereof) with no
          personal liability  attaching and not subject to preemptive or similar
          rights  of the  Shareholders  of the  Company  or  others,  except  as
          provided in the Shareholders' Agreement.

     (g)  The  terms  and  conditions  of  the  Warrants  to be  issued  to  the
          Subscriber  hereunder  are the same in all  material  respects  as the
          warrants  to be issued to Moore  Capital  Holdings,  LLC and Capital Z
          Investments,  L.P.  on the date this  Subscription  is accepted by the
          Company (the "Founder  Warrants") except that the Founder Warrants are
          exercisable  for  Non-Voting  Common  Shares of Max Re,  such  Founder
          Warrants  have a fixed  exercise  price of US$15.00 per share and such
          Founder  Warrants  are not  exercisable  in the  manner  set  forth in
          Section  3(a)(ii) of the Warrants.  The Warrant  Shares will represent
          10% of the total number of Common Shares and Non-Voting  Common Shares
          of Max Re issuable upon the exercise of Common Share purchase warrants
          issued to Robert J. Cooney,  the President and Chief Executive Officer
          of the Company, on the date hereof and the Founder Warrants.  Attached
          hereto as Exhibit E is a true and complete copy of the form of Founder
          Warrant.

     (h)  There is no action, suit, investigation or proceeding pending against,
          or to  the  best  knowledge  of  the  Company  threatened  against  or
          affecting,  the Company or any of its  properties  before any court or
          arbitrator or any  governmental  body,  agency,  official or authority
          that (i) could  reasonably  be  expected  to have a  material  adverse
          effect or (ii) in any manner would enjoin,  alter, call into question,
          affect or delay the transactions contemplated by this Agreement.

     (i)  No  representation,  warranty or statement made by the Company in this
          Agreement  or  any  agreement,  certificate,   statement  or  document
          furnished  by or on behalf of the  Company in  connection  herewith or
          therewith, including the Memorandum,  contains any untrue statement of
          a material fact or omits to state a material  fact  necessary in order
          to make the statements  contained  herein or therein,  in light of the
          circumstances under which they were made, misleading.
                                       7
<PAGE>

     (j)  Except for obligations  incurred in connection with its  incorporation
          or organization or the negotiation and consummation of this Agreement,
          the Offering and the transactions  contemplated  hereby and thereby or
          as disclosed in the Memorandum,  the Company has neither  incurred any
          obligation or liability nor engaged in any business or activity of any
          type or kind  whatsoever or entered into any agreement or  arrangement
          with any person or entity.

     (k)  The  representations  and  warranties set forth by the Company in this
          Section 6 are true and  correct as of the date hereof and will be true
          and correct as of the date of the  acceptance of this Agreement by the
          Company  in  accordance  with the terms of  Section 3 hereof.  If such
          representations  and  warranties  shall not be true and correct in any
          respect  prior  thereto,  the Company shall  immediately  give written
          notice   of   such   fact   to  the   Subscriber,   specifying   which
          representations  and  warranties  are not  true  and  correct  and the
          reasons therefor.

 7.  Subscriber  Bound  By Terms  of  Shareholders'  Agreement.  The  terms  and
     ---------------------------------------------------------
     provisions of the Shareholders' Agreement are hereby incorporated herein by
     reference  and shall be  deemed  to be a part  hereof.  By  executing  this
     Agreement, the Subscriber shall be bound by the terms and provisions of the
     Shareholders'  Agreement,  a copy of which has been made  available  to the
     Subscriber,  and the Subscriber  shall be deemed to be a "Shareholder"  and
     holder of "Registrable Securities" thereunder.  The Subscriber acknowledges
     that  Max  Re,  each  of  the  Founding   Investors   (as  defined  in  the
     Shareholders'  Agreement)  and  the  other  parties  to  the  Shareholders'
     Agreement  are  third-party  beneficiaries  to this  Section 7 and shall be
     entitled to enforce their  respective  rights against the Subscriber  under
     the Shareholders'  Agreement. The Subscriber hereby irrevocably constitutes
     and  appoints  each of the  officers  of the  Company,  with full  power of
     substitution,  as the  Subscriber's  true  and  lawful  representative  and
     attorney,  granting  unto such  attorney  full power and  authority  in the
     Subscriber's name, place and stead to make, execute, acknowledge,  deliver,
     swear to,  file and  record in all  necessary  or  appropriate  places  the
     Shareholders'   Agreement   substantially  in  the  form  attached  to  the
     Memorandum  but with such  material  amendments  thereto as the  Subscriber
     agrees.  The power of attorney  granted hereby is coupled with an interest,
     is  irrevocable,  and shall  survive  the death,  dissolution,  winding-up,
     amalgamation,  merger,  incompetency or incapacity of the  Subscriber.  The
     Subscriber shall not transfer the Shares, Warrants or Warrant Shares to any
     person  except  in  accordance  with the  Shareholders'  Agreement  and the
     transferee  of such  securities  agrees  to be bound  by the  terms of this
     Section 7 and the  Shareholders'  Agreement.  Any transfer of the Shares in
     violation of this Section 7 or the Shareholders' Agreement shall be void ab
                                                                              --
     initio and shall not be recorded in the Company's Register of Members.  The
     ------
     provisions of this Section 7 shall survive the subscription made hereby and
     shall  remain in full  force and  effort  for so long as the  Shareholders'
     Agreement is in effect.
                                       8
<PAGE>

 8.  Assignability.  The  Subscriber  acknowledges  that the  Subscriber may not
     -------------
     assign  any of the  Subscriber's  rights to or  interest  in or under  this
     Agreement  without the prior  express  written  consent of the Company (and
     such consent may be refused  without  giving any reason  therefor)  and any
     attempted assignment without such consent shall be void and without effect.

 9.  Survival  of  Representations  and  Warranties.   All  representations  and
     ----------------------------------------------
     warranties  contained in this  Agreement  made in writing by the Subscriber
     and the Company  pursuant to this Agreement shall survive the execution and
     delivery  of this  Agreement  and the offer and sale of the  Shares and the
     issuance of the Warrants.

 10. Notices.  All notices and other  communications  provided  for or permitted
     -------
     hereunder  shall be made in writing  by  hand-delivery,  first-class  mail,
     telecopier,  or air  courier  guaranteeing  overnight  delivery.  All  such
     notices  and  communications  shall be deemed to have been duly  given when
     delivered by hand,  if personally  delivered;  five (5) Business Days after
     being  deposited in the United States mails, if being mailed by first class
     mail,  three (3)  Business  Days after being  delivered  to a next-day  air
     courier;  and when receipt is acknowledged  by the  recipient's  telecopier
     machine, if telecopied..

 11. Miscellaneous.
     -------------

     (a)  This Agreement  shall be construed in accordance  with and governed by
          the  laws of  Bermuda  without  giving  effect  to the  principles  of
          conflict-of-laws;  provided,  however, that the provision of Section 7
                             --------   -------
          hereof and the provisions of the Shareholders'  Agreement incorporated
          herein by reference shall be construed in accordance with and governed
          by the law governing the Shareholders' Agreement.

     (b)  This  Agreement  may be executed in one or more  counterparts  each of
          which  shall be deemed an  original  but all of which  together  shall
          constitute one and the same instrument.

     (c)  This Agreement shall,  except as otherwise  provided herein,  inure to
          the benefit of and be binding on the Company  and its  successors  and
          assigns and on the  Subscriber and his  respective  heirs,  executors,
          administrators, successors and assigns.

     (d)  This  Agreement,  when accepted by the Company,  shall  constitute the
          entire  agreement among the parties hereto with respect to the subject
          matter hereof and supersedes all prior and contemporaneous  agreements
          and  understandings,  inducements or  conditions,  express or implied,
          oral or written, except as herein contained. This Agreement may not be
          modified,  changed,  waived  or  terminated  other  than by a  writing
          executed  by all the parties  hereto.  No course of conduct or dealing
          shall be  construed to modify,  amend or  otherwise  affect any of the
          provisions hereof.
                                       9
<PAGE>

     (e)  When the context in which words are used in this  Agreement  indicates
          that such is the intent,  singular words shall include the plural, and
          vice versa,  and masculine words shall include the feminine and neuter
          genders, and vice versa.

     (f)  Captions  are inserted for  convenience  only,  are not a part of this
          Agreement,  and  shall  not be  used  in the  interpretation  of  this
          Agreement.

     (g)  In case any provision of this Agreement  shall be invalid,  illegal or
          unenforceable,  such invalidity,  illegality or unenforceability shall
          not in anyway effect or impair any other  provision of this  Agreement
          assuming  such  invalidity,  illegality or  unenforceability  does not
          materially  affect  the  purpose of this  Agreement  or the rights and
          obligations hereunder.

 12. CERTIFICATION.  THE SUBSCRIBER  CERTIFIES THAT THE SUBSCRIBER HAS READ THIS
     -------------
     ENTIRE  SUBSCRIPTION  AGREEMENT  AND  THAT  EVERY  STATEMENT  MADE  BY  THE
     SUBSCRIBER  HEREIN IS TRUE AND COMPLETE at the date hereof and will be true
     on the date on which the Subscription contemplated hereby is consummated.



 ................................................................................
                                       10
<PAGE>

                            SUBSCRIBER SIGNATURE PAGE

          THE  UNDERSIGNED,  desiring to subscribe  for Common Shares of Maximus
Capital  Holdings,  Ltd., a Company  organized  and  existing  under the laws of
Bermuda,  as is set forth below,  acknowledges that such Subscriber has received
and  understands  the  terms  and  conditions  of this  Agreement  and  that the
Subscriber does hereby agree to all the terms and conditions contained therein.

          IN WITNESS WHEREOF, the undersigned has hereby executed this Agreement
as of the date set forth below.

(PLEASE PRINT OR TYPE)



                 Number of Shares:
                                          -------------------------------------

                 Aggregate Purchase Price:
                                          -------------------------------------
                                (Number of Shares multiplied by price per Share)


         Exact name(s) of Subscriber(s):
                                          -------------------------------------
         (If a trust, name of trustee, or
         if a partnership, name of
         general partner.  Such person    --------------------------------------
         will be the registered holder)
                                          -------------------------------------


         Social Security Number:
                                          -------------------------------------

                 or

         Taxpayer ID Number:
                                          -------------------------------------

         Signature of Subscriber(s):      Name:
                                               --------------------------------


                                          By:
                                             ----------------------------------
                                             Name:
                                             Title:
                                       11
<PAGE>

                      COMPANY SUBSCRIPTION ACKNOWLEDGEMENT


The foregoing subscription is accepted by Maximus Capital Holdings,  Ltd. to the
extent of 4,000,000 Common Shares for a total purchase price of US$60,000,000.00
this 22nd day of December 1999.


                                    MAXIMUS CAPITAL HOLDINGS, LTD.


                                    By:
                                       ----------------------------------------
                                       Name:
                                       Title:
                                       12
<PAGE>

                                  Schedule 6(b)
                                  -------------

A.   Actual Capitalization.

     At the date hereof,  the Company and Max Re have the  following  authorized
capital, issued and outstanding shares and shares reserved for issuance:

          1.   Maximus Capital Holdings, Ltd.
               ------------------------------

     The authorized share capital of the Company is US$220,000,000  divided into
     200,000,000 Common Shares and 20,000,000 Preferred Shares each having a par
     value of US$1.00.  Of the  200,000,000  Common  Shares  authorized,  12,000
     Common  Shares are issued and  outstanding  and held by Codan Trust Company
     Limited.  No shares are reserved  for issuance and no Preferred  Shares are
     issued and outstanding.

          2.   Max Re Ltd.
               ----------

     The  authorized  share  capital  of Max Re is  US$30,000,000  divided  into
     1,250,000  Voting Common Shares,  27,000,000  Non-Voting  Common Shares and
     1,750,000  Preferred  Shares  each  having a par value of  US$1.00.  Of the
     30,000,000  authorized  shares,  1,250,000 Voting Common Shares are held by
     the Company. No shares are reserved for issuance.



B.   Pro Forma Capitalization.

     Assuming that US$600 million is raised in the Offering and the direct sales
as more fully described in Section 6(b) herein, the Company and Max Re will have
the  following  authorized  capital,  issued and  outstanding  shares and shares
reserved for issuance:

          1.   Maximus Capital Holdings, Ltd.
               -----------------------------

     The authorized share capital of the Company will be US$220,000,000  divided
     into 200,000,000 Common Shares and 20,000,000  Preferred Shares each having
     a par  value of  US$1.00.  Of the  200,000,000  Common  Shares  authorized,
     36,995,930  Common  Shares  will be issued and  outstanding  and  7,800,000
     Common  Shares will be reserved for issuance  upon the exercise of warrants
     and the  exchange  of  5,400,000  Non-Voting  Common  Shares of Max Re into
     Common Shares,  including  680,000 Common Shares reserved for issuance upon
     the exercise of the warrants  issued to Western  General  Insurance,  Ltd.,
     720,000  Common  Shares  reserved for issuance  upon the exercise of Common
     Share purchase  warrants to be issued to Mr. Robert J. Cooney and 1,000,000
     Common  Shares  reserved  for  issuance  upon the  exercise of Common Share
     purchase  warrants issued to managers of the Company.  No Preferred  Shares
     will be issued and outstanding or reserved for issuance and 3,004,070 Comon
     Shares will be reserved for issuance  upon  conversion of Max Re Non-Voting
     Common Shares.

         2.       Max Re Ltd.
                  ----------

     The authorized share capital of Max Re will be  US$50,000,000  divided into
     shares  each having a par value of US$1.00.  Of the  50,000,000  authorized
     shares,  36,995,930 Voting Common Shares will be issued and outstanding and
     held by the Company,  3,004,070 Non-Voting Common Shares will be issued and
     outstanding and held by Moore Holdings, LLC and 5,400,000 Non-Voting Common
     Shares will be reserved for issuance  upon the exercise of warrants  issued
     to the founding investors.
                                       13
<PAGE>

                                                                       EXHIBIT A

                            SUBSCRIBER QUESTIONNAIRE

                   ALL SUBSCRIBERS MUST COMPLETE THE FOLLOWING



Date:
     ---------------------------------------------------------

Residence or
Mailing Address for entry in the Share Register:

                                -----------------------------------------------
                                -----------------------------------------------
                                -----------------------------------------------



Telephone Number:               (     )
                                -----------------------------------------------
Facsimile Number:               (     )
                                -----------------------------------------------
E-mail Address:
                                -----------------------------------------------

Citizenship/Domicile of Subscriber:
                                -----------------------------------------------


Type of Entity
(if applicable):
                                -----------------------------------------------

If a trust, name and address
of trustee (this person will be
the registered holder of
Common Shares):
                                -----------------------------------------------
                                -----------------------------------------------
                                -----------------------------------------------


If a partnership,
name and address of general
partner (this person will be
the registered holder of
Common Shares):
                                -----------------------------------------------
                                -----------------------------------------------
                                -----------------------------------------------



Date of Formation
(if applicable):
                                -----------------------------------------------

Social Security or Taxpayer
Identification Number(s)
(as applicable):

                                -----------------------------------------------
<PAGE>

Mailing Address for
Correspondence
from the Company
(if different):

                                -----------------------------------------------
                                -----------------------------------------------
                                -----------------------------------------------


Please complete,  execute and date this Subscriber  Questionnaire and deliver it
to the  address  set forth  above.  Your  answers  will,  at all times,  be kept
confidential  except as necessary to establish that the offering and sale of the
Shares  will not result in a violation  of the  registration  provisions  of the
Securities Act or securities laws or to establish  compliance with any provision
of United States of America  federal  income tax law and relevant  permission or
approval of the Bermuda Monetary  Authority.  Capitalized  terms used herein and
not  otherwise   defined  shall  have  the  meaning  ascribed  to  them  in  the
Subscription Agreement attached hereto.

1.   To establish the basis of the Subscriber's status as an accredited investor
     under Regulation D, please answer the questions set forth below.

     (a)  Is the  Subscriber an  individual  with a net worth (or net worth with
          his or her spouse) in excess of US$1 million:

                                    Yes____ No_____

     (b)  Is the  Subscriber an individual  with income  (without  including any
          income of the Subscriber's  spouse) in excess of US$200,000,  or joint
          income with the Subscriber's spouse, in excess of US$300,000,  in each
          of the two most  recent  years,  and does  the  Subscriber  reasonably
          expect to reach the same income level in the current year?

                                    Yes____ No_____

     (c)  Is the Subscriber a director, executive officer, or general partner of
          the  issuer  of the  Shares  being  offered  or sold,  or a  director,
          executive  officer,  or general  partner of a general  partner of that
          issuer?

                                    Yes____ No_____

     (d)  Is the  Subscriber an employee  benefit plan within the meaning of the
          Employee Retirement Income Security Act of 1974 (hereinafter  "ERISA")
          whose  decision  to  invest  in the  Company  is being  made by a plan
          fiduciary  which is  either  a bank,  savings  and  loan  association,
          insurance company or registered  investment adviser or, alternatively,
          does the  employee  benefit  plan  have  total  assets  in  excess  of
          US$5,000,000  or is the  employee  benefit plan  "self-directed"  with
          investment  decisions  made solely by person(s) who answered  "Yes" to
          item 1(a) or 1(b) above?

                                    Yes____ No_____
                                       2
<PAGE>

     (e)  Is the Subscriber a retirement  plan  established  and maintained by a
          state, its political subdivisions, or any agency or instrumentality of
          a state or its political subdivisions for the benefit of its employees
          with total assets in excess of US$5,000,000?

                                    Yes____ No_____

     (f)  Is  the  Subscriber  a  trust  (including  an  individual   retirement
          arrangement  formed as a trust or a  tax-qualified  pension and profit
          sharing plan (e.g., a Keogh Plan) formed as a trust but not subject to
          ERISA) with total assets in excess of US$5,000,000 that was not formed
          for the specific purpose of acquiring the Shares and whose purchase is
          directed by a person with such  knowledge and  experience in financial
          and  business  matters that such person is capable of  evaluating  the
          merits and risks of the prospective investment?

                                    Yes____ No_____

     (g)  Is the  Subscriber a Company,  partnership,  Massachusetts  or similar
          business trust or an  organization  described in Section  501(c)(3) of
          the Internal  Revenue  Code of 1986,  as amended (the "Code") that was
          not formed for the specific  purpose of acquiring the Shares and whose
          total assets exceed US$5,000,000?

                                    Yes____ No_____

     (h)  Is the Subscriber one of the following entities:

          (i)  A "bank" as defined in Section  3(a)(2) of the  Securities Act or
               any  "savings  and  loan  association"  or other  institution  as
               defined in Section  3(a)(5)(A)  of the  Securities  Act,  whether
               acting in an individual or fiduciary capacity;

          (ii) A  "broker/dealer"  registered  pursuant  to  Section  15 of  the
               Securities Exchange Act of 1934, as amended;

          (iii)An  "insurance  company,"  as  defined  in  Section  2(13) of the
               Securities Act;

          (iv) An "investment  company"  registered under the Investment Company
               Act of 1940 or a  "business  development  company"  as defined in
               Section 2(a)(48) of the Investment Company Act of 1940;
                                      3
<PAGE>

          (v)  A "Small Business  Investment Company" licensed by the U.S. Small
               Business  Administration under Section 301(c) or (d) of the Small
               Business Investment Act of 1958; or

          (vi) A "Private  Business  Development  Company" as defined in Section
               202(a)(22) of the Investment Advisers Act of 1940?

                                    Yes____ No_____

          If   yes, then which entity (i.e., (g)(i) through (vi) above)?



          (vii)Is the Subscriber an entity (other than a trust,  but including a
               grantor trust) in which all of the equity owners can answer "Yes"
               to any one  question  set forth in  Sections  1(a)  through  1(g)
               immediately above?

                                    Yes____ No_____

2.   Is the  Subscriber  acquiring the Shares as a principal for the purposes of
     investment and not with a view to resale or distribution?

                                    Yes____ No_____

3.   By signing this Subscriber  Questionnaire,  the Subscriber  hereby confirms
     the following statements:

          (a)  The Subscriber is purchasing the Shares for its own account where
               the purchaser is the sole beneficial owner, and

          (b)  either  (i)  the  Subscriber  is  not,  for  federal  income  tax
               purposes, a partnership, trust, estate or "S Company" (as defined
               in the  Code)  (each,  a  "Pass-through  Entity"),  or  (ii)  the
               Subscriber  is, for federal  income tax purposes,  a Pass-through
               Entity,  but after  giving  effect to the purchase of the Shares,
               less than 50% of the aggregate value of the  Subscriber's  assets
               consist of Shares, and

          (c)  the  purchase of the Shares  will not be through an  "established
               securities  market" within the meaning of Section  7704(b) of the
               Code, and

          (d)  if the  Subscriber is a Pass-through  Entity,  the portion of its
               assets consisting of Shares remain below 50% at all times, and

          (e)  either (i) no portion of the assets used to  purchase  the Shares
               constitute  the assets of any "benefit plan  investor" as defined
               in  29  C.F.R.  2510.101(f),  or  (ii)  if  the  purchaser  is an
               insurance  company  using the  assets of its  general  account to
               purchase  the  Shares,  less  than  25% of such  general  account
               constitutes the assets of any "benefit plan investor."
                                       4
<PAGE>

4.   By signing this Subscriber  Questionnaire,  the Subscriber  hereby confirms
     the following statements:

          (a)  The Subscriber is aware that the Offering will involve securities
               for  which  no  market  exists,   thereby-possibly  requiring  an
               investment to be held for an indefinite period of time.

          (b)  The  Subscriber  shall  immediately   provide  the  Company  with
               corrected  information in the event any information  given herein
               was untrue.

          (c)  The Subscriber  acknowledges that any delivery of any information
               relating to the Company prior to the determination by the Company
               of the  suitability of the Subscriber as a shareholder  shall not
               constitute  an  offer  of  Shares  until  such  determination  of
               suitability shall be made.

          (d)  The  Subscriber  acknowledges  that the Company  will rely on the
               Subscriber's   representations   contained   herein  and  in  the
               Agreement  as a basis for  exemption  from  registration  and for
               purposes of complying with U.S.  federal income tax laws.

          (e)  The  Subscriber,  either  alone  or  with  his  or  her  purchase
               representative,  has such  knowledge and  experience in financial
               and business matters as to be capable of evaluating the risks and
               merits of the prospective investment in the Shares.

          (f)  The answers of the Subscriber to the foregoing questions are true
               and  complete  to the best of the  information  and belief of the
               undersigned,  and the Company shall be notified promptly (and, in
               particular,  upon the  acquisition  of  additional  Shares by the
               Subscriber) of any changes in the foregoing answers.

5.   Are you aware of any affiliates or related parties (your direct or indirect
     shareholders if you are a corporation;  your direct or indirect partners if
     you are a  partnership;  corporations,  partnerships,  trusts or estates in
     which  you are  directly  or  indirectly  invested  or of  which  you are a
     beneficiary)  and relatives  (lineal and spouse) also  subscribing  to this
     offering?

                                    Yes____ No_____

                                      5
<PAGE>

     If your answer to  question 5 is yes,  please  list any such  affiliate  or
     related party in the space provided below:


-----------------------------------------------------------------------

-----------------------------------------------------------------------

-----------------------------------------------------------------------

By:
   ----------------------------------------------
Name:
     --------------------------------------------
Title:
      -------------------------------------------



Principal Residence (if Subscriber is an individual) or Business Address of
Subscriber:






Date:
     ---------------------------------------
                                       6
<PAGE>

                                                                       EXHIBIT B

                         INVESTOR SUITABILITY STANDARDS


     Capitalized  terms used  herein and not  otherwise  defined  shall have the
meaning ascribed to them in the Subscription Agreement attached hereto.

     A purchase of the Shares  pursuant to the Agreement  involves a high degree
of risk and is suitable only for persons of substantial financial means who have
no need for liquidity in their investments.  The offer, offer for sale, and sale
of the Shares are intended to be exempt from the  registration  requirements  of
the Securities Act pursuant to Regulation D promulgated thereunder  ("Regulation
D") or another  exemption  thereunder  and are  intended  to be exempt  from the
registration requirements of applicable state securities laws.

     Rule 501(a) of Regulation D defines an "accredited investor" as follows:

     (1)  Any bank as defined in Section  3(a)(2) of the  Securities  Act or any
          savings  and loan  association  or other  institution  as  defined  in
          Section  3(a)(5)(A)  of  the  Securities  Act  whether  acting  in its
          individual  or  fiduciary  capacity;   any  broker  dealer  registered
          pursuant to Section 15 of the  Securities  Exchange  Act of 1934;  any
          insurance  company as defined in Section 2(13) of the Securities  Act;
          any investment  company registered under the Investment Company Act of
          1940 or a business  development company as defined in Section 2(a)(48)
          of that Act; any Small  Business  Investment  Company  licensed by the
          U.S. Small Business  Administration under Section 301(c) or (d) of the
          Small  Business  Investment  Act of  1958;  any plan  established  and
          maintained by a state,  its political  subdivisions,  or any agency or
          instrumentality  of a state  or its  political  subdivisions,  for the
          benefit of its  employees,  if such plan has total assets in excess of
          US$5,000,000;  any  employee  benefit  plan  within the meaning of the
          Employee  Retirement  Income  Security Act of 1974, if the  investment
          decision is made by a plan  fiduciary,  as defined in Section 3(21) of
          such  Act,  which is  either  a bank,  savings  and loan  association,
          insurance  company,  or  registered  investment  adviser,  or  if  the
          employee benefit plan has total assets in excess of US$5,000,000,  or,
          if a  self-directed  plan,  with  investment  decisions made solely by
          persons that are accredited investors;

     (2)  Any  private  business  development  company  as  defined  in  Section
          202(a)(22) of the Investment Advisers Act of 1940;

     (3)  Any  organization  described  in  Section  501(c)(3)  of the  Internal
          Revenue Code,  Company,  Massachusetts  or similar  business trust, or
          partnership,  not formed for the  specific  purpose of  acquiring  the
          securities offered, with total assets in excess of US$5,000,000;
<PAGE>

     (4)  Any director,  executive  officer or general  partner of the issuer of
          the  securities  being  offered or sold,  or any  director,  executive
          officer or general partner of a general partner of that issuer;

     (5)  Any natural person whose individual net worth, or joint net worth with
          that   person's   spouse,   at  the  time  of  his  purchase   exceeds
          US$1,000,000;

     (6)  Any  natural  person  who  had  an  individual  income  in  excess  of
          US$200,000  in each of the two most recent  years or joint income with
          that  person's  spouse in excess of  US$300,000 in each of those years
          and has a reasonable  expectation of reaching the same income level in
          the current year;

     (7)  Any trust with total assets in excess of US$5,000,000,  not formed for
          the  specific  purpose of  acquiring  the  securities  offered,  whose
          purchase is directed by a  sophisticated  person as  described in Rule
          506(b)(2)(ii); and

     (8)  Any entity in which all of the equity owners are accredited investors.

                                       2
<PAGE>

                                                                       EXHIBIT C

                               WIRING INSTRUCTION


Transfer Funds to:

The Chase Manhattan Bank
New York, NY 10081
Fed ABA 021000021
Or
CHIPS ABA 0002
SWIFT CHASUS33

Beneficiary Account:
Maximus Capital Holdings, Ltd.
Account No. 323892973
<PAGE>

                                                                       EXHIBIT D

















                             FORM OF INITIAL WARRANT
<PAGE>

                                                                       EXHIBIT E

















                             FORM OF FOUNDER WARRANT