<PAGE>

                                                                    EXHIBIT 10.9


                          SECURITIES PURCHASE AGREEMENT
                          -----------------------------




          This  SECURITIES  PURCHASE  AGREEMENT,  dated as of December  22, 1999
(this  "Agreement"),  is made by and among  Maximus  Capital  Holdings,  Ltd., a
corporation organized under the laws of Bermuda (the "Company"),  Max Re Ltd., a
corporation  organized  under the laws of  Bermuda  ("Max  Re"),  and  Capital Z
Investments, L.P. a Bermuda limited partnership (the "Purchaser").





                              W I T N E S S E T H:
                              - - - - - - - - - -




          WHEREAS, the Company and Max Re desire to issue to the Purchaser,  and
the  Purchaser  agrees to accept  securities  of the  Company and Max Re, on the
terms specified herein; and


          WHEREAS,   the  Company  has  commenced  a  private   placement   (the
"Offering")  of its common  shares,  par value  US$1.00 per share (the  "Company
Common Shares"); and


          WHEREAS,  it is contemplated  that the Offering will be consummated in
two or more closings,  and the purchases of Company Common Shares and non-voting
common shares, par value US$1.00 per share, of Max Re ("Max Re Non-Voting Common
Shares") pursuant to this Agreement will be consummated  contemporaneously  with
the initial closing of the Offering; and


          WHEREAS, Moore Holdings,  L.L.C., a Delaware limited liability company
(the "Other  Purchaser"),  will purchase securities of the Company and Max Re on
the date hereof substantially on the same terms and conditions contained herein.


          NOW, THEREFORE, in consideration of the promises, mutual covenants and
agreements  hereinafter  contained  and  the  transactions  contemplated  by the
Offering, the parties hereto hereby agree as follows:

     1.   Sale and Purchase of Shares and Issuance of Warrants.
          ----------------------------------------------------


          1.1  Sale and Purchase of the Company Shares.
               ---------------------------------------

               Subject to the terms and  conditions  of this  Agreement,  on the
Closing  Date (as  defined  below),  the  Company  shall  sell and  issue to the
Purchaser,  and the Purchaser  shall  purchase and accept from the Company,  ONE
MILLION  FOUR HUNDRED  FORTY  THOUSAND  THREE  HUNDRED  THIRTY FOUR  (1,440,334)
Company  Common  Shares  at  US$15.00  per  share  (collectively,  the  "Company
Shares").
<PAGE>

          1.2  Sale and Purchase of Max Re Non-Voting Common Shares.
               ----------------------------------------------------

               Subject to the terms and  conditions  of this  Agreement,  on the
Closing Date,  Max Re shall sell and issue to the  Purchaser,  and the Purchaser
shall  purchase  and accept from Max Re, ONE MILLION  EIGHT  HUNDRED  NINETY TWO
THOUSAND NINE HUNDRED NINETY NINE  (I,892,999)  Max Re Non-Voting  Common Shares
(including any Max Re Non-Voting  Common Shares acquired upon exercise of any of
the warrants issued hereunder, the "Max Re Shares").

          1.3  Issuance of the Initial Warrants.
               --------------------------------

               Subject to the terms and  conditions  of this  Agreement,  on the
Closing  Date,  Max Re shall  issue and  deliver  to the  Purchaser  a  warrant,
substantially in the form attached hereto as Exhibit A (the "Initial  Warrant"),
                                             ---------
to purchase  NINE HUNDRED  SEVENTY FIVE  THOUSAND  SIXTY SEVEN  (975,067) Max Re
Non-Voting Common Shares at an exercise price of US$15.00 per share on the terms
and  conditions  set  forth  therein.  Max Re shall  issue  and  deliver  to the
Purchaser an  additional  warrant on each  subsequent  closing of the  Offering,
substantially  in the form  attached  hereto as  Exhibit A (each an  "Additional
                                                 ---------
Initial  Warrant"  and,   together  with  the  Initial  Warrant,   the  "Initial
Warrants"),  to purchase that number of Max Re Non-Voting Common Shares equal to
four and  one-half  percent  (4.5%) of the  aggregate  number of Company  Common
Shares and Max Re Non-Voting Common Shares issued at such subsequent  closing of
the  Offering  at an  exercise  price of  US$15.00  per  share on the  terms and
conditions set forth herein.

          1.4  Issuance of Additional Warrant.
               ------------------------------

               In the event  Comp any Common  Shares are issued  after the final
closing  of the  Offering,  but  prior to the  second  anniversary  of the final
closing of the Offering,  Max Re shall,  subject to any required approval of the
Bermuda Monetary Authority,  issue to the Purchaser a warrant,  substantially in
the  same  form  as  the  Initial   Warrants  (each  an  "Additional   Warrant,"
collectively with the Initial Warrants, the "Warrants"), to purchase that amount
of Max Re  Non-Voting  Common  Shares  that would be  exchangeable  pursuant  to
Section 7 herein  for four and  one-half  percent  (4.5%)  of the  newly  issued
Company  Common  Shares in the case of the first US$600  million of newly issued
Company Common Shares,  and five percent (5%)  thereafter,  at an exercise price
equal to the per share Fair  Market  Value (as  defined  herein) of the  Company
Common  Shares that are then  issued;  provided,  however,  that the  Additional
                                       --------   -------
Warrants  will be  issued  only if the Fair  Market  Value of the  newly  issued
Company  Common  Shares is equal to or greater than  US$15.00 per share.  To the
extent that the  obligations  of Max Re under this  Section 1.4 may infringe the
provisions of Section 39 of the Bermuda  Companies  Act 1981,  as amended,  such
obligations are subject to and therefore do not arise until the satisfaction of,
and compliance  with, the exclusions or exemptions  applicable to the provisions
of Section 39 of the Bermuda  Companies  Act 1981,  as amended.  At  appropriate
times,  Max Re  shall  use its best  efforts  to  satisfy  and  comply  with the
provisions of such Section 39 in order to effect the  provisions of this Section
1.4.
                                       2
<PAGE>

               For purposes of this Section 1.4,  "Fair Market Value" shall mean
with  respect to any Company  Common  Shares:  (a) if such shares are issued for
cash, the net purchase price of such shares, or (b) if such shares are issued in
exchange  for  consideration  other than cash,  the fair value of such shares as
determined by one independent,  nationally  recognized U.S.  investment  banking
firm  chosen  by the  Company  and  reasonably  satisfactory  to the  Purchaser;
provided  that the  calculation  of the Fair Market Value of such shares made by
the appointed U.S.  investment banking firm mutually selected by the Company and
the  Purchaser  (i) shall not include any discount  relating to the absence of a
public trading market for, or any transfer restrictions on, such shares and (ii)
such  calculation  shall be final and the fees and expenses  stemming  from such
calculation shall be borne by the Company.

     2.   Purchase Price.
          --------------


          2.1  Amount of Purchase Price.
               ------------------------

               (a)  The aggregate purchase price for the Company Shares shall be
US$21,605,010 (the "Company Purchase Price") which amount includes US$993,328.34
previously paid to the Company in connection with the initial  capitalization of
the Company.  The Company Purchase Price shall be payable as provided in Section
2.2 hereof.

               (b)  The aggregate  purchase price for the Max Re Shares shall be
US$28,394,985 (the "Max Re Purchase Price").  The Max Re Purchase Price shall be
payable as provided in Section 2.2 hereof.

          2.2  Payment of the Purchase Price.
               -----------------------------

               At the Closing (as defined below) (i) the Purchaser  shall pay to
the Company the Company Purchase Price in United States dollars by wire transfer
of  immediately  available  funds,  or by such other method as may be reasonably
acceptable  to the  Company and the  Purchaser,  to the  account  designated  in
Exhibit B attached  hereto and (ii) the Purchaser shall pay to Max Re the Max Re
---------
Purchase  Price  in  United  States  dollars  by wire  transfer  of  immediately
available funds, or by such other method as may be reasonably  acceptable to Max
Re and the Purchaser, to the account designated in Exhibit B attached hereto. As
                                                   ---------
soon after the Closing as practicable the Company shall deliver to the Purchaser
a certificate representing the Company Common Shares and Max Re shall deliver to
the  Purchaser a  certificate  representing  the Max Re Shares and an instrument
representing the Initial Warrant.

     3.   Closing.
          -------


          3.1  Closing Date.
               ------------

               The closing of the sale and purchase of the  securities  provided
for in Sections 1.1 and 1.2 (the "Closing") shall take place simultaneously with
the execution of this  Agreement and upon the  satisfaction  or waiver of all of
the conditions set forth in Section 9 hereof and shall occur at 9:00 a.m. at the
offices of Akin, Gump,  Strauss,  Hauer & Feld,  L.L.P., 590 Madison Avenue, New
York, New York (or at such other place as the parties hereto may mutually agree)
on December 22, 1999,  or on such other date as the parties  hereto may mutually
agree. The date on which the Closing is held is referred to in this Agreement as
the "Closing Date."
                                       3
<PAGE>

     4.   Representations and Warranties of the Company.
          ---------------------------------------------

          The Company hereby represents and warrants to the Purchaser that:

          4.1  Corporate Existence and Power; Capitalization.
               ---------------------------------------------

               (a)  The Company is duly organized,  validly existing and in good
standing  under the laws of Bermuda  (meaning that it has not failed to make any
filing with any Bermuda governmental authority or pay any Bermuda government fee
or tax which  would  make it liable to be struck  off the  Bermuda  Register  of
Companies and therefore cease to exist),  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.

               (b)  The  authorized  share capital of the Company as of the date
hereof  will be as set forth on Schedule  4.1  attached  hereto.  The issued and
outstanding  shares of the Company  immediately prior to the commencement of the
Closing  will be as set forth in Schedule  4.1.  Upon the  consummation  of this
Agreement,  the  final  closing  of the  Offering  and the  consummation  of the
securities  purchase  agreement with the Other Purchaser and assuming  issuances
hereby and thereby of an aggregate of US$600  million of Company  Common  Shares
and Max Re Non-Voting Common Shares, the pro forma issued and outstanding shares
of the Company and  warrants to purchase  Company  Common  Shares will be as set
forth on  Schedule  4.1  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 capital stock of the Company,
or arrangements by which the Company is or may become bound to issue  additional
shares of its capital stock.

          4.2  Corporate Authorization.
               -----------------------

               The  execution,  delivery and  performance  by the Company of its
obligations under this Agreement and the shareholders's agreement dated the date
hereof  among the  Company,  Max Re and the  shareholders  of the  Company  (the
"Shareholders'   Agreement")  and  the   consummation  by  the  Company  of  the
transactions contemplated hereby and 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 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,  amalgamation,
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).
                                       4
<PAGE>

          4.3  Governmental and Court Authorization.
               ------------------------------------

               The  execution,  delivery and  performance by the Company of this
Agreement 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.

          4.4  Non-Contravention.
               -----------------

               The  execution,  delivery and  performance  by the Company of its
obligations under this Agreement 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.

          4.5  Authorization of the Company Shares.
               -----------------------------------

               When  issued,   sold,  and  delivered  in  accordance  with  this
Agreement, the Company 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  exchange  of the Max Re Shares  and the
obtaining  of any  required  approvals of the Bermuda  Monetary  Authority,  the
Company  Common Shares  received by the Purchaser or any  Subsequent  Holder (as
defined  below)  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 any other
similar rights of the shareholders of the Company or others,  except as provided
in the Shareholders' Agreement.

          4.6  Proceeds of Offering.
               --------------------

               The Company has  consummated  the initial closing of the Offering
on the Closing Date and has received  gross proceeds from the  subscription  for
Company Common Shares in the Offering of US$[ ].

          4.7  Litigation.
               -----------

               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 or the Shareholders' Agreement.
                                       5
<PAGE>

          4.8  Disclosure.
               ----------


               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
Offering  Memorandum  (as defined  below)  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.

          4.9  No Prior Activities.
               -------------------

               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
and except as set forth in Schedule  4.9 hereto or as  disclosed  in the private
placement  memorandum delivered to investors in connection with the Offering (as
amended  or  supplemented  on  or  prior  to  the  date  hereof,  the  "Offering
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.

          4.10 Consummation of Direct Sale to Other Purchaser.
               ----------------------------------------------

               The Company has  consummated  the securities  purchase  agreement
with the Other Purchaser on the date hereof.

     5.   Representations and Warranties of Max Re.
          ----------------------------------------

          Max Re hereby represents and warrants to the Purchaser that:

          5.1  Corporate Existence and Power; Capitalization.
               ---------------------------------------------

               (a)  Max Re is  duly  organized,  validly  existing  and in  good
standing  under the laws of Bermuda  (meaning that it has not failed to make any
filings with any Bermuda  governmental  authority or pay any Bermuda  government
fee or tax which would make it liable to be struck off the  Bermuda  Register of
Companies and therefore cease to exist),  and has all corporate  powers required
to carry on its business as now being, and as proposed to be, conducted,  except
as set forth in Schedule 5.1 hereto.  Max Re is authorized or duly  qualified to
do  business  as  a  foreign  corporation  and  is  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.
                                       6
<PAGE>

               (b)  The authorized share capital of Max Re as of the date hereof
is set forth on Schedule 5.1 attached hereto.  The issued and outstanding shares
of Max Re immediately  prior to the  commencement  of the Closing will be as set
forth in  Schedule  5.1.  Upon the  consummation  of this  Agreement,  the final
closing  of  the  Offering  and  the  consummation  of the  securities  purchase
agreement  with the Other  Purchaser  and  issuances  hereby  and  thereby of an
aggregate  of US$600  million of  Company  Common  Shares and Max Re  Non-Voting
Common Shares,  the issued and outstanding shares of the Company and warrants to
purchase  shares of the Company  will be as set forth on Schedule  5.1  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  capital  stock of Max Re, or  arrangements  by which Max Re is or may
become bound to issue additional shares of its capital stock.

          5.2  Corporate Authorization.
               -----------------------

               The  execution,  delivery  and  performance  by  Max  Re  of  its
obligations under this Agreement,  the Warrants and the Shareholders'  Agreement
and the  consummation  by Max Re of the  transactions  contemplated  hereby  and
thereby,  are within the corporate power of Max Re and have been duly authorized
by all necessary corporate action on the part of Max Re. Each of this Agreement,
the Warrants and the Shareholders'  Agreement has been duly and validly executed
by Max Re and constitute the valid and binding agreements of Max Re, enforceable
against Max Re in accordance with their respective terms,  subject to applicable
bankruptcy,  insolvency,  amalgamation,  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).

          5.3  Governmental and Court Authorization.
               ------------------------------------

               The  execution,  delivery  and  performance  by  Max  Re of  this
Agreement and the Warrants 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.

          5.4  Non-Contravention.
               -----------------

               The  execution,  delivery  and  performance  by  Max  Re  of  its
obligations under this Agreement,  the Warrants and the Shareholders'  Agreement
do not and will not (A)  contravene  or  conflict  with Max Re'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 Max Re or its properties,  (ii) require, except as
specified  herein,  in the  Warrants  or in  the  Shareholders'  Agreement,  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 Max Re or to a loss of any benefit to which Max Re is entitled
under  any  provision  of any  agreement,  contract,  indenture,  lease or other
instrument  binding  upon  Max Re or any  license,  franchise,  permit  or other
similar  authorization  held  by Max Re or  (iii)  result  in  the  creation  or
imposition of any encumbrances.
                                       7
<PAGE>

          5.5  Authorization of Max Re Shares and the Warrants.
               -----------------------------------------------

               When  issued,   sold,  and  delivered  in  accordance  with  this
Agreement, the Max Re 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 Max Re 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  non-voting
common  shares of Max Re received by the  Purchaser  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 any other similar rights of the  shareholders of Max Re or others,
except as provided in the Shareholders' Agreement.

          5.6  Litigation.
               ----------

               There is no action,  suit,  investigation  or proceeding  pending
against,  or to the best knowledge of Max Re threatened against or affecting Max
Re 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.

          5.7  No Brokers.
               ----------

               Max Re has not taken any action that would give rise to any claim
by any person  for  brokerage  commissions,  finders'  fees or similar  payments
relating to this Agreement or the transactions contemplated thereby.

          5.8  Disclosure.
               ----------

               No  representation,  warranty or statement made by Max Re in this
Agreement or any agreement,  certificate,  statement or document furnished by or
on behalf of Max Re in connection herewith or therewith,  including the Offering
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.

          5.9  No Prior Activities.
               -------------------

               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,
Max Re has neither  incurred  any  obligation  or  liability  nor engaged in any
business or activity of any type or kind whatsoever or entered into any material
agreement  or  arrangement  with any  person or  entity,  except as set forth in
Schedule 5.9 hereto or as disclosed in the Offering Memorandum.
                                       8
<PAGE>

          5.10 Consummation of Direct Sale to Other Purchaser.
               ----------------------------------------------

               Max Re has consummated, or will contemporaneously consummate, the
securities purchase agreement with the Other Purchaser on the date hereof.

     6.   Representations and Warranties of the Purchaser.
          -----------------------------------------------

          The Purchaser hereby represents and warrants to the Company and Max Re
that:

          6.1  Organization; Existence; Residence Outside Bermuda.
               --------------------------------------------------

               The  Purchaser is duly  organized,  validly  existing and in good
standing  under  the  laws of the  jurisdiction  of its  incorporation,  and the
Purchaser  has all  necessary  corporate  powers and all  material  governmental
licenses,  authorizations,  consents  and  approvals  required  to  carry on its
business  as now being  conducted.  The  Purchaser  is not a person  resident in
Bermuda for exchange control purposes.

          6.2  Corporate Authorization.
               -----------------------

               The execution,  delivery and  performance by the Purchaser of its
obligations  under this Agreement and the  consummation  by the Purchaser of the
transactions contemplated hereby are within the Purchaser's corporate powers and
have been duly authorized by all necessary corporate or other action on the part
of the Purchaser.

          6.3  Governmental and Court Authorization.
               ------------------------------------

               The execution,  delivery and performance by the Purchaser of this
Agreement do not require the consent,  approval or authorization  of, or filing,
registration or qualification  with, any governmental  body,  agency,  official,
court or authority that has not been obtained or made.

          6.4  Non-Contravention.
               -----------------

               The execution,  delivery and performance by the Purchaser of this
Agreement do not and will not (A) contravene or conflict with its organizational
documents or (B)  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 Purchaser or its properties.

          6.5  Purchase for Investment; Legend.
               -------------------------------

               (a)  The  Company  Shares,  the Max Re  Shares  and  the  Initial
Warrant are being acquired for its own account,  and not with a view to making a
public distribution thereof in violation of the Securities Act.

               (b)  The Purchaser is an "accredited investor" as defined in Rule
501 under the Securities Act.
                                       9
<PAGE>

               Upon original issuance  thereof,  and until such time as the same
is no longer  required under the applicable  requirements of the Securities Act,
the Company  Shares,  the Max Re Shares,  the Initial  Warrant,  the  Additional
Warrant,  the Max Re Shares issued upon exercise of the Initial  Warrant and the
Additional  Warrant, if any, and the Company Common Shares exchangeable for such
Max Re Shares shall bear a legend substantially in the following form

          "THE SECURITIES  EVIDENCED BY THIS CERTIFICATE HAVE NOT BEEN
          REGISTERED  UNDER THE UNITED STATES  SECURITIES ACT OF 1933,
          AS AMENDED,  AND MAY NOT BE SOLD,  TRANSFERRED,  ASSIGNED OR
          HYPOTHECATED  UNLESS  THERE  IS  AN  EFFECTIVE  REGISTRATION
          STATEMENT UNDER SUCH ACT COVERING SUCH SECURITIES,  THE SALE
          IS MADE IN ACCORDANCE WITH RULE 144 UNDER THE SECURITIES ACT
          OF 1933, AS AMENDED,  OR THE COMPANY AT ITS OPTION  RECEIVES
          AN OPINION  OF  COUNSEL  TO THE  HOLDER OF THESE  SECURITIES
          REASONABLY  SATISFACTORY  TO THE COMPANY,  STATING THAT SUCH
          SALE,  TRANSFER,  ASSIGNMENT OR HYPOTHECATION IS EXEMPT FROM
          THE  REGISTRATION  AND PROSPECTUS  DELIVERY  REQUIREMENTS OF
          SUCH ACT AND UNLESS,  WHERE  APPLICABLE,  HAS  RECEIVED  THE
          PRIOR APPROVAL OF THE BERMUDA MONETARY AUTHORITY.

          IN ADDITION,  THE SECURITIES  EVIDENCED BY THIS  CERTIFICATE
          ARE  SUBJECT  TO  CERTAIN   TRANSFER   RESTRICTIONS  IN  THE
          COMPANY'S BYE-LAWS AND PURSUANT TO A SHAREHOLDERS' AGREEMENT
          DATED AS OF DECEMBER 22, 1999 AMONG THE COMPANY, MAX RE LTD.
          AND CERTAIN OF THE  COMPANY'S  SHAREHOLDERS.  A COPY OF SUCH
          BYE-LAWS  AND  SHAREHOLDERS'  AGREEMENT  WILL  BE  FURNISHED
          WITHOUT  CHARGE BY THE  COMPANY  TO THE HOLDER  HEREOF  UPON
          WRITTEN REQUEST."

          6.6  Access to Information.
               ---------------------

               The Purchaser has been afforded an opportunity to investigate the
properties,  businesses and operations of the Company and Max Re and examine the
books,  records and  financial  condition  of the Company and Max Re and to make
extracts and copies of such books and records. No investigation by the Purchaser
prior to or after the date of this  Agreement  shall  diminish or obviate any of
the representations,  warranties,  covenants or agreements of the Company or Max
Re contained in this Agreement or the documents related thereto.

                                       10
<PAGE>

          6.7  Purchaser's Status As Non-U.S. Person.
               -------------------------------------

               The  Purchaser  is not a "U.S.  person,"  within  the  meaning of
Internal Revenue Code Section 957. Furthermore, not more than 20% of the capital
and profits  interest of the Purchaser is owned  directly or  indirectly,  after
application of the  attribution  and  constructive  ownership  rules of Internal
Revenue Code Section 958, by a single "U.S. person."

     7.   Exchange Rights.
          ---------------

          7.1  Grant of Exchange Right.
               -----------------------

               The  Company  and Max Re hereby  grant to the  Purchaser  and any
subsequent holder (a "Subsequent Holder") of the Max Re Non-Voting Common Shares
acquired  hereunder or hereafter acquired by the Purchaser the right to exchange
one (1) such Max Re  Non-Voting  Common  Share for one (1) Company  Common Share
without  the  payment of any  additional  consideration,  subject to  adjustment
pursuant to Section 7.4 herein,  all in accordance  with the  provisions of this
Section 7 (the  "Common  Share  Exchange  Right") and subject to  obtaining  any
required  approval from the Bermuda Monetary  Authority and the approval of such
exchange by the Board of Directors of Max Re.

          7.2  Exercise of Exchange Right.
               --------------------------

               Any  Subsequent  Holder  shall,  at its  option,  be  entitled to
exercise the Common Share Exchange Right if such  Subsequent  Holder is not then
an affiliate of the  Purchaser.  In addition,  at any time and from time to time
after the Company has  consummated  the initial  registered  public  offering of
Common Shares in the United States,  the Purchaser may exercise the Common Share
Exchange  Right  only in order to  effect  the  delivery  of  Common  Shares  in
connection with sales into the public market,  and such exchange shall be deemed
to have been made upon delivery of the certificate or certificates  representing
such  Common   Shares   together   with  an  executed   share   transfer   form.
Notwithstanding  the foregoing  provisions of this Section 7.2, the Common Share
Exchange  Right may be  exercised  only to the extent that the person  receiving
Company  Common  Shares upon the exercise of such Common Share  Exchange  Rights
would not, after such  exchange,  own more than 9.9% of the total Company Common
Shares issued and outstanding (after application of the U.S. tax attribution and
constructive  ownership  rules),  unless  such  restriction  is  waived  by  the
unanimous consent of the Board of Directors of the Company.  Notwithstanding the
foregoing,  to the extent that after an exchange the Purchaser or any Subsequent
Holder would own more than 9.9% of the total  Company  Common  Shares issued and
outstanding,  the number of Company  Common Shares that will be entitled to vote
will be limited to that  number  that would equal no more than 9.9% of the total
Company Common Shares issued and outstanding,  unless such voting restriction is
waived by the  unanimous  consent of the Board of Directors of the Company.  The
Purchaser or any  Subsequent  Holder shall  exercise this Common Share  Exchange
Right by surrendering to the Company at the principal  offices of the Company or
the Company's  registrar and transfer  agent, or the Secretary of the Company in
the event that the Company does not then have a registrar and transfer agent, at
any  time  during  normal  business  hours,   the  certificate  or  certificates
representing the Max Re Non-Voting  Common Shares to be exchanged  together with
an executed  share  transfer form and written  notice (the  "Exchange  Request")
stating (a) that such exchanging  holder desires to exchange all or a portion of
the Max Re Non-Voting  Common  Shares held by such  exchanging  holder,  (b) the
number of Max Re Non-Voting  Common  Shares  desired to be exchanged and (c) the
names and addresses in which each  certificate  for Company Common Shares issued
                                       11
<PAGE>

upon such exchange is to be issued.  As soon as is  practicable  but in no event
more than three (3) business  days after  receipt of the Exchange  Request,  the
Company  shall  acquire  from the  Purchaser  or its  assignee all of the Max Re
Non-Voting  Common  Shares  requested  to be  exchanged.  An  exchange of Max Re
Non-Voting  Common Shares for Company Common Shares pursuant to this Section 7.2
shall be deemed to have been effected on the latter of (i) the close of business
on the date on which certificates evidencing Max Re Non-Voting Common Shares and
the Exchange Request have been received; provided that each of the provisions of
                                         --------
this Section 7.2 have been  completed  in a timely  manner and (ii) the date the
transfer has been  registered in the Register of Members of Max Re. Max Re shall
register  the  transfer to the Company of the Max Re  Non-Voting  Common  Shares
being  exchanged in the  Register of Members of Max Re subject to obtaining  any
required approval from the Bermuda Monetary Authority.  At such time, the rights
of Max Re  Non-Voting  Common Shares of the Purchaser or its assignee will cease
and the person or persons in whose name or names the certificate or certificates
for Company  Common Shares are to be issued upon such exchange will be deemed to
have  become  the  holder or  holders  of record of the  Company  Common  Shares
represented thereby.

          7.3  Nature of Exchange Rights.
               -------------------------

               The  Common  Share   Exchange   Rights   granted   hereunder  are
contractual  obligations of the Company, Max Re and their respective successors,
and such Common Share Exchange  Rights shall be enforceable by the holder of the
Max Re Non-Voting Common Shares purchased hereunder or hereafter acquired by the
Purchaser and shall be  transferred  with the transfer of such Max Re Non-Voting
Common Shares.  Upon written  request,  the Company and Max Re shall execute and
deliver to any such Subsequent Holder  agreements  granting the rights conferred
under this Section 7.

          7.4  Exchange Right Adjustment.
               -------------------------

               If the Company at any time subdivides (by any share split,  stock
or bonus share dividend,  recapitalization  or otherwise) one or more classes of
its  issued and  outstanding  Company  Common  Shares  into a greater  number of
shares,  the number of Company Common Shares for which the Common Share Exchange
Right may be exercised shall be adjusted upward proportionately.  If the Company
at any time combines (by reverse  share split or otherwise)  one or more classes
of its issued and  outstanding  Company  Common Shares into a smaller  number of
shares,  the number of Company Common Shares for which the Common Share Exchange
Right may be exercised shall be adjusted downward proportionately.  In the event
that the  Company  effects a  reorganization,  reclassification,  consolidation,
amalgamation,  sale of all or substantially all of the Company's assets or other
transactions,  in each case which is  effected in such a manner that the holders
of Common  Shares are entitled to receive  (either  directly or upon  subsequent
liquidation)  shares,  securities  or assets with  respect to or in exchange for
Company Common Shares, each Common Share Exchange Right shall be exercisable for
such  shares,  securities  or assets  that the  holder  thereof  would have been
entitled to receive had such holder  exercised such right  immediately  prior to
the consummation of such transaction.
                                       12
<PAGE>

               If Max Re at any time  subdivides  (by any share split,  stock or
bonus share dividend,  recapitalization or otherwise) one or more classes of its
issued and outstanding Max Re Non-Voting  Common Shares into a greater number of
shares,  the number of Company Common Shares for which the Common Share Exchange
Right may be exercised shall be adjusted downward proportionately.  If Max Re at
any time combines (by reverse  share split or otherwise)  one or more classes of
its issued and outstanding Max Re Common Shares into a smaller number of shares,
the number of Company  Common Shares for which the Common Share  Exchange  Right
may be exercised shall be adjusted upward proportionately.

     8.   Further Agreements of the Parties.
          ---------------------------------

          8.1  Covenants.
               ---------

               For so long as the Warrants are exercisable, Max Re shall reserve
that  number of its Max Re  Non-Voting  Shares  issuable  upon  exercise  of the
Initial Warrant and the Additional  Warrant and such shares shall not be subject
to any  preemptive or other similar rights (the "Max Re Reserved  Shares").  The
Company  agrees to reserve,  for so long as the Warrants are  exercisable or the
Max Re  Non-Voting  Shares  issued  hereunder  are  outstanding,  that number of
Company  Common  Shares  for which  such Max Re  Non-Voting  Common  Shares  are
exchangeable  and  such  Company  Common  Shares  shall  not be  subject  to any
preemptive or other similar rights (the "Company Reserved Shares," together with
the Max Re Reserved  Shares,  the  "Reserved  Shares").  The  provisions of this
Section 8.1 shall  survive the  consummation  of the  transactions  contemplated
hereby.

          8.2  Other Actions.
               -------------

               Each of the Company,  Max Re and the Purchaser  agrees to execute
and deliver such other documents and take such other actions,  as a party hereto
may  reasonably  request  for the  purpose  of  carrying  out the intent of this
Agreement and the documents relating thereto. The provisions of this Section 8.2
shall survive the consummation of the transactions contemplated hereby.

          8.3  Acknowledgement of Voting Restrictions.
               --------------------------------------

               (a)  The  Purchaser  acknowledges  and  agrees to be bound by the
voting  restrictions  with respect to the Company  Common Shares as described in
the bye-laws of the Company attached hereto as Exhibit C. The Purchaser  further
agrees that prior to the  consummation of any assignment of the rights hereunder
pursuant to Section 10.7 the  Purchaser  shall  deliver to the Company a written
acknowledgement of such voting restrictions executed by the proposed assignee.
                                       13
<PAGE>

               (b)  The  Purchaser  acknowledges  and  agrees to be bound by the
voting restrictions with respect to Max Re Non-Voting Common Shares as described
in the bye-laws of Max Re attached  hereto as Exhibit D. The  Purchaser  further
                                              ---------
agrees that prior to the consummation of any assignment of the rights hereunder,
the Purchaser shall deliver to Max Re a written  acknowledgement  of such voting
restrictions executed by the proposed assignee.

          8.4  Restriction on Transfers.
               ------------------------

               The Purchaser  shall not, during the period ending one year after
the date hereof (the "Lock-up Period") offer,  pledge,  sell,  contract to sell,
sell any contract to purchase, grant any option, right or warrant to purchase or
otherwise  transfer or dispose of,  directly or  indirectly,  any Company Common
Shares,  Max Re Non-Voting  Common Shares or Warrants  acquired pursuant to this
Agreement without the prior written consent of the Company.  Notwithstanding the
foregoing,  the Purchaser shall not be restricted from transferring such Company
Common  Shares,  Max Re Non-Voting  Common Shares or Additional  Warrants to any
Affiliate  (as  defined  in the  Shareholders'  Agreement);  provided  that  any
transfer of such securities shall be conditioned upon such Affiliate agreeing to
being bound by the terms of this Section 8.4. The provisions of this Section 8.4
shall survive the consummation of the transactions contemplated hereby.

    9.   Conditions to and Documents to be Delivered at the Closing.
         ----------------------------------------------------------

          The  obligation  of  the  parties  to  consummate   the   transactions
contemplated by this Agreement is subject to the satisfaction on or prior to the
Closing Date of each of the conditions  set forth below.  Any such condition may
be waived by the other parties hereto by proceeding with the Closing.

          9.1  Documents to be Delivered by the Company.
               ----------------------------------------

               At the Closing,  the Company  shall  deliver to the Purchaser the
following:

               (a)  A certificate  of good standing or compliance of the Company
issued by the appropriate official from the jurisdiction of its formation issued
not more than fifteen calendar days prior to the Closing Date;

               (b)  A copy of the memorandum of association  and bye-laws of the
Company  certified by the  secretary or assistant  secretary of the Company,  as
being true and complete as of the Closing Date;

               (c)  (i) A copy of  resolutions  of the board of directors of the
Company,  authorizing the execution,  delivery and performance of this Agreement
and the documents  related  thereto,  the issuance of the Company Shares and the
reservation  of the  Company  Reserved  Shares  and  (ii) a  certificate  of the
secretary  or assistant  secretary of the Company,  dated as of the Closing Date
certifying  that such  resolutions  were duly  adopted and are in full force and
effect  and  attesting  to the  true  signatures  and to the  incumbency  of the
officers of the Company  executing  this  Agreement and the  documents  relating
thereto;
                                       14
<PAGE>

               (d)  The opinion of Conyers  Dill & Pearman,  Bermuda  counsel to
the Company and Max Re, dated as of the Closing Date, to the effect set forth on
Exhibit E; and
---------

               (e)  Such  other  documents  as the  Purchaser  shall  reasonably
request.

          9.2  Documents to be Delivered by Max Re.
               -----------------------------------

               At the  Closing,  Max Re  shall  deliver  to  the  Purchaser  the
following:

               (a)  A certificate of good standing or compliance with respect to
Max Re issued by the appropriate official from the jurisdiction of its formation
issued not more than fifteen calendar days prior to the Closing Date;

               (b)  A copy of the memorandum of association  and bye-laws of Max
Re certified by the secretary or assistant secretary of Max Re as being true and
complete as of the Closing Date;

               (c)  (i) A copy of  resolutions  of the board of directors of Max
Re,  authorizing  the execution,  delivery and performance of this Agreement and
the Warrants and the documents related thereto, the issuance of the Warrants and
the  reservation  of the Max Re Reserved  Shares and (ii) a  certificate  of the
secretary  or assistant  secretary of Max Re, dated the Closing Date  certifying
that such  resolutions  were duly  adopted  and are in full force and effect and
attesting to the true signatures and to the incumbency of the officers of Max Re
executing this Agreement and the documents relating thereto;

               (d)  The opinion of Conyers  Dill & Pearman,  Bermuda  counsel to
the Company and Max Re, dated as of the Closing Date, to the effect set forth on
Exhibit E; and
---------

               (e)  Such  other  documents  as the  Purchaser  shall  reasonably
request.

          9.3  Documents to be Delivered by the Purchaser.
               ------------------------------------------

               At the Closing, the Purchaser shall deliver:

               (a)  to the Company  the  Company  Purchase  Price  specified  in
Section 2.1(a).

               (b)  At the Closing, the Purchase shall deliver to Max Re the Max
Re Purchase Price specified in Section 2.1(b).

     10.  Miscellaneous
          -------------

          10.1 Specific Performance.
               --------------------

               Each of the parties hereto  acknowledge and agree that the breach
of this Agreement would cause irreparable damage to the other parties hereto and
that  the  other  parties  hereto  will  not  have an  adequate  remedy  at law.
Therefore,  the  obligations  of each of the parties hereto under this Agreement
shall be enforceable by a decree of specific  performance issued by any court of
competent jurisdiction, and appropriate injunctive relief may be applied for and
granted in connection therewith. Such remedies shall, however, be cumulative and
not exclusive and shall be in addition to any other remedies which any party may
have under this Agreement or otherwise.
                                       15
<PAGE>

          10.2 Notices.
               -------

               All notices and other  communications  provided  for or permitted
hereunder shall be made in writing by  hand-delivery,  first-class  mail, telex,
telecopier, or air courier guaranteeing overnight delivery as set forth below:


                  To the Company:       Maximus Capital Holdings, Ltd.
                                        P.O. Box HM 2565
                                        Hamilton, HM KX
                                        Bermuda
                                        Attention:  Robert J. Cooney
                                        Facsimile Number:  (441) 232-2228

                  To Max Re:            Max Re Ltd.
                                        c/o Maximus Capital Holdings, Ltd.
                                        P.O. Box HM 2565
                                        Hamilton, HM KX
                                        Bermuda
                                        Attention: Robert J. Cooney
                                        Facsimile Number: (441) 232-2228


                  In each case
                  with a copy to:       Conyers Dill & Pearman
                                        Clarendon House
                                        2 Church Street
                                        Hamilton, Bermuda
                                        Attention:  Lisa J. Marshall
                                        Facsimile Number:  (441) 292-4720

                  and a copy to:        Akin, Gump, Strauss, Hauer & Feld,L.L.P.
                                        590 Madison Avenue
                                        New York, New York 10022
                                        Attn:  James E. Kaye, Esq.
                                        Facsimile Number:  (212) 872-1002

                  To the Purchaser:     Capital Z Investments, L.P.
                                        c/o Capital Z Partners, Ltd.
                                        54 Thompson Street
                                        New York, New York  10012
                                        Attention:  David A. Spuria, Esq.
                                        Facsimile Number:  (212) 965-2301
                                       16
<PAGE>

                  with a copy to:       Weil, Gotshal & Manges, L.L.P.
                                        100 Crescent Court, Suite 1300
                                        Dallas, Texas 75201-6950
                                        Attn:  Jay Tabor, Esq.
                                        Facsimile Number:  (214) 746-7377


               All such notices and communications  shall be deemed to have been
duly given when delivered by hand, if personally delivered;  three business days
after being  delivered to a next-day air courier;  five  business days after the
date of deposit in the United States air mail, if mailed; when answered back, if
faxed; and when receipt is acknowledged by the recipient  telecopier machine, if
telecopied.

          10.3 Entire Agreement; Amendments and Waivers.
               ----------------------------------------

               This  Agreement  (including  the schedules  and exhibits  hereto)
represents  the entire  understanding  and agreement  between the parties hereto
with respect to the subject  matter hereof and can be amended,  supplemented  or
changed,  and any  provision  hereof can be waived,  only by written  instrument
making specific  reference to this Agreement  signed by the parties  hereto.  No
action taken  pursuant to this  Agreement,  including  without  limitation,  any
investigation  by or on behalf of any  party,  shall be deemed to  constitute  a
waiver by the party taking such action of  compliance  with any  representation,
warranty, covenant or agreement contained herein. The waiver by any party hereto
of a breach of any provision of this Agreement shall not operate or be construed
as a further or continuing  waiver of such breach or as a waiver of any other or
subsequent breach. No failure on the part of any party to exercise, and no delay
in exercising,  any right,  power or remedy  hereunder shall operate as a waiver
thereof, nor shall any single or partial exercise of such right, power or remedy
by such party preclude any other or further  exercise thereof or the exercise of
any other right,  power or remedy. All remedies hereunder are cumulative and are
not exclusive of any other remedies provided by law.


          10.4 Governing Law and Submission to Jurisdiction.
               --------------------------------------------

               This Agreement will be governed by, and construed and enforced in
accordance  with,  the laws of Bermuda  without  regard to its  conflict  of law
rules. To the maximum extent permitted by law, the parties hereto agree that all
actions or proceedings  arising in connection with this Agreement shall be tried
and  determined  only in the courts of  Bermuda.  TO THE EXTENT  APPLICABLE  AND
PERMITTED,  EACH OF THE PARTIES HERETO WAIVES ANY RIGHT IT MAY HAVE TO REQUEST A
JURY TRIAL, TO ASSERT THE DOCTRINE OF FORUM NON CONVENIENS OR TO OBJECT TO VENUE
IN SUCH COURTS TO THE EXTENT ANY  PROCEEDING IS BROUGHT IN ACCORDANCE  WITH THIS
SECTION 10.4.
                                       17
<PAGE>

          10.5 Section Headings.
               ----------------

               The headings in this  Agreement are for  convenience of reference
only and shall not limit or otherwise effect the meaning hereof.

          10.6 Severability.
               ------------

               If any term, provision, covenant or restriction of this Agreement
is held by a court of competent  jurisdiction  to be invalid,  illegal,  void or
unenforceable,   the   remainder  of  the  terms,   provisions,   covenants  and
restrictions set forth herein shall remain in full force and effect and shall in
no way be affected,  impaired or  invalidated,  and the parties hereto shall use
their reasonable  efforts to find and employ an alternative means to achieve the
same or  substantially  the  same  result  as that  contemplated  by such  term,
provision,  covenant or restriction.  It is hereby stipulated and declared to be
the intention of the parties that they would have executed the remaining  terms,
provisions, covenants and restrictions without including any of such that may be
hereafter declared invalid, illegal, void or unenforceable.

          10.7 Successors and Assigns.
               ----------------------

               This Agreement  shall be binding upon and inure to the benefit of
and be  enforceable  by the parties  hereto and their  respective  successor and
assigns.

          10.8 Counterparts.
               ------------

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



                                    * * * * *

                          (The Signature Page Follows)
                                       18
<PAGE>

               IN WITNESS WHEREOF, the parties hereto have caused this Agreement
to be executed and delivered by their respective duly authorized  signatories on
the date first written above.


                           MAXIMUS CAPITAL HOLDINGS, LTD.


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


                           MAX RE LTD.

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


                           CAPITAL Z INVESTMENTS, L.P.


                           By:      Capital Z Investments Partners, L.P.,
                                    its General Partner

                                    By: Capital Z Investment Management, Ltd.,
                                           its General Partner




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

                                       19
<PAGE>

                                  SCHEDULE 4.1

                Capitalization of Maximus Capital Holdings, Ltd.
                ------------------------------------------------



          A.   Actual Capitalization.


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


          The authorized share capital of the Company is US$220,000,000  divided
          into 200,000,000 Company Common Shares and 20,000,000 Preferred Shares
          each having a par value of US$1.00.  Of the 200,000,000 Company Common
          Shares  authorized,  12,000  Company  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.


          B.   Pro Forma Capitalization.


               Assuming  that US$600  million is raised in the  Offering and the
direct  sales as more fully  described  in Section 4.1 herein,  the Company will
have the following authorized capital,  issued and outstanding shares and shares
reserved for issuance:


          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  Common Shares
          will be reserved for issuance  upon  conversion  of Max Re  Non-Voting
          Common Shares.

                                       20
<PAGE>

                                  SCHEDULE 4.9

               Prior Activities of Maximus Capital Holdings, Ltd.
               --------------------------------------------------

                                      None.



                                       21
<PAGE>

                                  SCHEDULE 5.1

              Corporate Activity and Capitalization of Max Re Ltd.
              ----------------------------------------------------



          A.   Actual Capitalization.


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


               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 5.1 herein, the Max Re will have
the  following  authorized  capital,  issued and  outstanding  shares and shares
reserved for issuance:


               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.


                                       22
<PAGE>

                                  SCHEDULE 5.9

                         Prior Activities of Max Re Ltd.
                         -------------------------------



                                      None


                                       23
<PAGE>

                                                                       Exhibit A












                             FORM OF INITIAL WARRANT








                                       24
<PAGE>

                                                                       Exhibit B





                               WIRING INSTRUCTIONS





                  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


















                                       25
<PAGE>

                                                                       Exhibit C















                             BYE-LAWS OF THE COMPANY







                                       26
<PAGE>

                                                                       Exhibit D












                               BYE-LAWS OF MAX RE








                                       27
<PAGE>

                                                                        Page No.
                                                                       Exhibit E














                    FORM OF OPINION OF CONYERS DILL & PEARMAN










                                       28