<PAGE>

                                                                     EXHIBIT 4.2


THE SECURITIES EVIDENCED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE
UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), 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 OR THE COMPANY 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, AND
THERE IS APPLICABLE APPROVAL OR PERMISSION FROM 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 CAPITAL LTD
AND 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.


                                   MAX RE LTD.

                             SHARE PURCHASE WARRANT


Certificate No.:  [           ]                                Date: [         ]

                  FOR VALUE RECEIVED, MAX RE LTD., a company organized under the
laws of Bermuda with limited liability (the "Company"), hereby grants to [ ]
(the "Warrant Holder") this warrant certificate (this "Warrant") to purchase, in
accordance with the terms set forth herein, [ ] ( ) shares of the Company's
Non-Voting Common Shares, initially having a par value US$1.00 per share (the
"Non-Voting Common Shares"), at a price per share equal to US$[ ], as adjusted
from time to time pursuant to Section 2 hereof (the "Exercise Price") but at no
time shall the Exercise Price be less than the then current par value of any
share to be issued pursuant hereto.

                  This Warrant is issued pursuant to that certain Securities
Purchase Agreement, dated as of December 22, 1999 (the "Securities Purchase
Agreement"), among the Company and, Max Re Capital Ltd, a Bermuda company ("Max
<PAGE>

Re Capital"), and the Warrant Holder. Each capitalized term used in this Warrant
but not otherwise defined herein has the meaning given to such term in the
Securities Purchase Agreement.

        This Warrant is subject to the following provisions:

        Section 1.      Warrant Terms.
                        -------------

        (a) This Warrant is for the purchase of [ ] ( ) Non-Voting Common Shares
at the Exercise Price, as such price may be adjusted from time to time under the
terms hereof.

        (b)      This Warrant  shall  expire at 5:00 p.m. New York City,  N.Y.,
U.S.A.  time,  on the  tenth  anniversary  of the  date  that  this  Warrant  is
exercisable (the "Expiration Date").

        Section 2.      Anti-dilution  Provisions.  In order to prevent dilution
                        -------------------------
of the purchase rights granted under Section 1 hereof, the Exercise Price shall
be subject to adjustment from time to time pursuant to this Section 2.

        (a)      Effect on Exercise  Price of Certain  Events.  For purposes of
                 --------------------------------------------
determining the adjusted Exercise Price, the following shall be applicable:

                 (1)    Subdivision or Combination of Non-Voting  Common Shares.
                        -------------------------------------------------------
If the Company, at any time while this Warrant is outstanding, (a) shall pay a
stock or bonus share dividend on its Non-Voting Common Shares, (b) subdivide the
class of Non-Voting Common Shares into a larger number of shares or (c) combine
the class of Non-Voting Common Shares into a smaller number of shares then (i)
the Exercise Price thereafter shall be determined by multiplying the Exercise
Price by a fraction the numerator of which shall be the number of Non-Voting
Common Shares (excluding treasury shares, if any) issued and outstanding before
such event and the denominator of which shall be the number of Non-Voting Common
Shares issued and outstanding after such event and (ii) the number of Non-Voting
Common Shares issuable upon exercise of the Warrant shall be multiplied by a
fraction, the numerator of which shall be the number of Non-Voting Common Shares
(excluding treasury shares, if any) issued and outstanding after such event and
the denominator of which shall be the number of Non-Voting Common Shares
(excluding treasury shares, if any) issued and outstanding before such event.
Any adjustment made pursuant to this Section 2(a)(1) shall become effective
immediately after the record date for the determination of shareholders entitled
to receive such dividend or distribution and shall become effective immediately
after the effective date in the case of a subdivision or combination.

                 (2)    Amalgamation,     Reorganization,      Reclassification,
                        --------------------------------------------------------
Consolidation,    Merger   or   Sale.   Any   amalgamation,    recapitalization,
------------------------------------
reorganization, reclassification, consolidation, merger, sale of all or
substantially all of the Company's assets or other transaction, in each case
which is effected in such a manner that the holders of Non-Voting Common Shares

                                        2
<PAGE>

are entitled to receive (either directly or upon subsequent liquidation) shares,
securities or assets with respect to or in exchange for Non-Voting Common Shares
is referred to herein as an "Organic Change." Prior to the consummation of any
Organic Change, the Company shall make appropriate provisions (in form and
substance satisfactory to the Warrant Holder) to insure that the Warrant Holder
shall thereafter have the right to acquire and receive, in lieu of or in
addition to (as the case may be) Non-Voting Common Shares immediately
theretofore acquirable and receivable upon the exercise of this Warrant, such
shares, securities or assets as such Warrant Holder would have received in
connection with such Organic Change if such Warrant Holder had exercised this
Warrant immediately prior to such Organic Change. In each such Organic Change,
the Company shall also make appropriate provisions (in form and substance
satisfactory to the Warrant Holder) to insure that the provisions of this
Section 2 shall thereafter be applicable to this Warrant (including, in the case
of any such amalgamation, consolidation, merger or sale in which the successor
entity or purchasing entity is other than the Company) and that there is an
immediate adjustment of the Exercise Price to the value for the Non-Voting
Common Shares reflected by the terms of such amalgamation, consolidation, merger
or sale, and a corresponding immediate adjustment in the number of Non-Voting
Common Shares acquirable and receivable upon exercise of this Warrant, if the
value so reflected is less than the Exercise Price in effect immediately prior
to such amalgamation, consolidation, merger or sale). Prior to the consummation
of any such amalgamation, consolidation, merger or sale, the Company shall use
its reasonable efforts to cause the successor entity (if other than the Company
resulting from consolidation or merger) or the entity purchasing such assets to
assume by written instrument (in form and substance satisfactory to the Warrant
Holder), the obligation to deliver to each such Warrant Holder such shares of
stock, securities or assets as, in accordance with the foregoing provisions, the
Warrant Holder may be entitled to acquire; provided, however, that any such
assumption shall not relieve the Company of its obligations hereunder.

        (b)       Notices.  Immediately  upon  any  adjustment  of the  Exercise
                  -------
Price, the Company shall give, or cause to be given, written notice thereof to
the Warrant Holder, setting forth in reasonable detail and certifying the
calculation of such adjustment. The Company shall give, or cause to be given,
written notice to the Warrant Holder at least twenty (20) days prior to the date
on which the Company closes its books or takes a record (i) with respect to any
dividend or distribution upon Non-Voting Common Shares, (ii) with respect to any
pro rata subscription offer to holders of Non-Voting Common Shares or (iii) for
determining rights to vote with respect to any Organic Change, dissolution or
liquidation. The Company shall also give, or cause to be given, written notice
to the Warrant Holder at least twenty (20) days prior to the date on which any
Organic Change shall take place.

        Section 3.      Exercise of Warrant.
                        -------------------

         (a)  Exercise  Procedure:  The  Warrant  Holder may  exercise  all or a
              -------------------
portion of this Warrant at any time and from time to time  commencing  after the

                                        3
<PAGE>

date hereof until 5:00 p.m. New York City time, on the Expiration Date by
surrendering at the registered office of the Company this Warrant and a
completed Exercise Agreement (substantially in the form of Exhibit A attached
                                                              ---------
hereto) and by paying the Exercise Price in immediately available funds or a
cashiers' check payable to the Company.

         (b) Certificates for the Non-Voting Common Shares acquired through
exercise of this Warrant shall be delivered by the Company to the Warrant Holder
within five (5) business days after receipt by the Company of the items required
by Section 3(a) for the respective method or methods of exercise. Unless this
Warrant has expired or all of the purchase rights represented hereby have been
exercised, the Company shall prepare a new Warrant, substantially identical
hereto, representing the rights formerly represented by this Warrant which have
not expired or been exercised and shall, within such five-day period, deliver
such new Warrant to such Warrant Holder.

         (c) The Non-Voting Common Shares issuable upon exercise of this Warrant
shall be deemed to have been issued to the Warrant Holder on the date by which
the Company receives the completed Exercise Agreement and payment of the
Exercise Price, if any, and the Warrant Holder shall be deemed for all purposes
to have become the record holder of such Non-Voting Common Shares on such date.

         (d) The issuance of certificates for the Non-Voting Common Shares
issuable upon exercise of this Warrant shall be made without charge to the
Warrant Holder for any issuance tax in respect thereof or other cost incurred by
the Company in connection with such exercise and the related issuance of the
Non-Voting Common Shares.

         (e) The Company shall at all times reserve and keep available
authorized but unissued Non-Voting Common Shares, solely for the purpose of
issuance upon exercise of this Warrant, such number of Non-Voting Common Shares
as are issuable upon exercise of this Warrant. All Non-Voting Common Shares
shall, when issued, be duly and validly issued, fully paid and nonassessable
(meaning that no further sums are required to be paid by the holders thereof in
connection with the issue thereof) and free from all taxes, liens and charges.
The Company shall take such actions as may be necessary to assure that the
Non-Voting Common Shares may be so issued without violation of any applicable
law or governmental regulation or any requirements of any domestic securities
exchange upon which their shares may be listed (except for official notice of
issuance which shall be immediately delivered by the Company upon each such
issuance).

        Section 4.      Warrant Transferable.
                        --------------------

         (a) Subject to the transfer conditions referred to in the legend
endorsed hereon, this Warrant and all rights hereunder are transferable, in
whole or in part, without charge to the Warrant Holder; upon surrender of this

                                        4
<PAGE>

Warrant with a properly executed Assignment (substantially in the form of
Exhibit B hereto) at the registered office of the Company.
---------

         (b) If this Warrant is subsequently transferred to a person who would,
upon exchange of the Non-Voting Common Shares underlying this Warrant for common
shares of Max Re Capital ("Common Shares") pursuant to the Securities Purchase
Agreement, beneficially own less than 9.9% of the total Max Re Capital Common
Shares issued and outstanding (after application of the U.S. tax attribution and
constructive ownership rules under the United States Internal Revenue Code of
1986, as amended, and the rules and regulations promulgated thereunder), such
transferee shall be permitted to request in writing that the Company cancel this
Warrant and Max Re Capital issue a warrant (a "Common Share Warrant") to
purchase that number of Max Re Capital Common Shares that such transferee would
be entitled to exchange for the Non-Voting Common Shares underlying this
Warrant. The Company and Max Re Capital will be permitted to effect such
cancellation and issuance at their sole discretion. The Max Re Capital Common
Share Warrant shall be substantially in the form attached hereto as Exhibit C.
                                                                    ---------

         Section 5.  Warrant  Exchangeable  for  Different  Denominations.  This
                     ----------------------------------------------------
Warrant is exchangeable, upon the surrender hereof by the Warrant Holder at the
registered office of the Company, for new warrants in different denominations,
substantially identical hereto, representing in the aggregate the rights
formerly represented by this Warrant, and each of such new warrants shall
represent such portion of such rights as is designated by the Warrant Holder at
the time of such surrender. The date the Company initially issues this Warrant
shall be the date of issuance of such new warrants regardless of the number of
times new certificates representing the unexpired and unexercised rights
formerly represented by this Warrant shall be issued.

         Section 6.  Replacement;  Taxes.  Upon  receipt of evidence  reasonably
                     -------------------
satisfactory to the Company (an affidavit of the Warrant Holder shall be
satisfactory) of the ownership and the loss, theft, destruction or mutilation of
any certificate evidencing this Warrant, and in the case of any such loss, theft
or destruction, upon receipt of indemnity reasonably satisfactory to the Company
(provided, that if such Warrant Holder is a financial institution or other
institutional investor its own agreement shall be satisfactory), or, in the case
of any such mutilation upon surrender of such certificate, the Company shall (at
its expense) execute and deliver in lieu of such certificate a new certificate,
substantially identical hereto, representing the rights represented by such
lost, stolen, destroyed or mutilated certificate and dated the date of such
lost, stolen, destroyed or mutilated certificate. The Company shall pay all
taxes (other than securities transfer taxes) and all other expenses and charges
payable in connection with the preparation, execution, and delivery of warrants
pursuant to Sections 4, 5 and 6.

         Section 7. Successors and Assigns.  This instrument is intended to bind
                    ----------------------
and inure to the benefit of and be enforceable by the Warrant Holder and its
respective heirs, executors, administrators, successors and assigns.

                                        5
<PAGE>

         Section 8. Amendment and Waiver.  Except as otherwise  provided herein,
                    --------------------
the provisions of this Warrant may be amended only if the Company has obtained
the written consent of the Warrant Holder.

         Section 9.  Descriptive  Headings.  The  descriptive  headings  of this
                     ---------------------
Warrant are inserted for convenience only and do not constitute a part of this
Warrant.

         Section  10.  Governing  Law.  This  Warrant  shall be  governed by and
                       --------------
construed and enforced in accordance with the internal laws of Bermuda without
regard to the principles of conflicts of law thereof. Each party hereby
irrevocably submits to the nonexclusive jurisdiction of the courts of Bermuda
for the adjudication of any dispute hereunder or in connection herewith or with
any transaction contemplated hereby or discussed herein, and hereby irrevocably
waives, and agrees not to assert in any suit, action or proceeding, any claim
that it is not personally subject to the jurisdiction of any such court, that
such suit, action or proceeding is improper. Each party hereby irrevocably
waives personal service of process and consents to process being served in any
such suit, action or proceeding by mailing a copy thereof to such party at the
address for such notices to it under this Warrant and agrees that such service
shall constitute good and sufficient service of process and notice thereof.
Nothing contained herein shall be deemed to limit in any way any right to serve
process in any manner permitted by law. TO THE EXTENT APPLICABLE AND PERMITTED,
EACH PARTY HEREBY IRREVOCABLY WAIVES ANY RIGHT IT MAY HAVE, AND AGREES NOT TO
REQUEST, A JURY TRIAL FOR THE ADJUDICATION OF ANY DISPUTE HEREUNDER OR IN
CONNECTION HEREWITH OR ARISING OUT OF THIS WARRANT OR ANY TRANSACTION
CONTEMPLATED HEREBY.

         Section  11.  Complete  Agreement;  Severability.  Except as  otherwise
                       ----------------------------------
expressly set forth herein, collectively this Warrant and the Securities
Purchase Agreement embody the complete agreement and understanding among the
parties hereto with respect to the subject matter hereof and supersede and
preempt any prior understandings, agreements or representations by or among the
parties, written or oral, which may have related to the subject matter hereof in
any way. In case any provision of this Warrant shall be invalid, illegal or
unenforceable, such invalidity, illegality, or unenforceability shall not in any
way affect or impair any other provision of this Warrant.

         Section 12. Notices. All notices and other communications  provided for
                     -------
or permitted hereunder shall be made in writing by hand-delivery, first-class
mail, facsimile, or air courier guaranteeing overnight delivery.

   If to the Company:                  Max Re Ltd.
                                       Ascot House
                                       28 Queen Street
                                       Hamilton, Bermuda HM KX
                                       Attention:  The Secretary

                                        6
<PAGE>

   In each case with a copy to:        Akin, Gump, Strauss, Hauer & Feld, L.L.P.
                                       590 Madison Avenue
                                       New York, New York 10022
                                       Attention:  James E. Kaye, Esq.

   If to the Purchaser:                [                                   ]

All such notices and communications shall be deemed to have been duly given when
delivered by hand, if personally delivered; five business days after the date of
deposit in the Bermuda or United States mail, if mailed by first-class air mail;
when receipt is acknowledged by the recipient facsimile machine, if sent by
facsimile; and three business days after being delivered to a next-day air
courier.
<PAGE>

                  IN WITNESS WHEREOF, the Company has caused this Warrant to be
signed and attested by its duly authorized officer and to be dated the date of
issuance hereof.

                                            MAX RE LTD.


                                            By:
                                               ---------------------------------
                                               Name:  Keith S. Hynes
                                               Title:    EVP & CFO

                                            Accepted and Agreed to with respect
                                            to Section 4(b) herein:

                                            MAX RE CAPITAL LTD


                                            By:
                                               ---------------------------------
                                               Name:  Keith S. Hynes
                                               Title:    EVP & CFO



Accepted and Agreed to:
As of


[                    ]


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

                                                                       EXHIBIT A


                               EXERCISE AGREEMENT
                               ------------------


To:      MAX RE LTD.

                  The undersigned, pursuant to the provisions set forth in the
attached Warrant (Certificate No.:___), hereby agrees to exercise the Warrant as
to ____________(_____) Non-Voting Common Shares covered by such Warrant (the
"Exercise Amount") at the Exercise Price provided by such Warrant (as adjusted
pursuant to the provisions of the Warrant).

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





Dated:                                          Signature
                                                           ---------------------


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

                                                                       EXHIBIT B

                                   ASSIGNMENT
                                   ----------


                  FOR VALUE RECEIVED, ________________________________ hereby
sells, assigns and transfers all of the rights of the undersigned under the
attached Warrant (Certificate No.:_____) with respect to the number of
Non-Voting Common Shares and covered thereby set forth below, unto:

Names of Assignee                   Address                   No. of Shares
-----------------                   -------                   -------------



Dated:                                   Signature
                                                   -----------------------------


                                         Address
                                                   -----------------------------


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

                                                                       EXHIBIT C







                   FORM OF MAX RE CAPITAL COMMON SHARE WARRANT
                   -------------------------------------------