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                                                                    EXHIBIT 10.6


                               [MaxRe Letterhead]


Thursday, February 24th, 2000

Strictly Private & Confidential
-------------------------------


Mr. Peter A. Minton
66 Coventry Lane
Chicago, Illinois

Dear Peter:

I am pleased to confirm our offer to you to join Max Re Ltd. as Senior Vice
President & Chief Risk Officer. You will be a senior member of Max Re's
Management and will be involved in shaping the strategic direction of the
organization. This offer letter takes the place of a formal employment
agreement. There are no material, additional company requirements.

The terms and conditions of the offer are listed below:

Base Salary:            $275,000.00

Short Term Incentive:   Target 60% over ride 175% maximum of base salary.

                        (Criteria: 70% Company Results--30% Individual results).

Long Term Incentive:    Target 100%-- over ride to 200% maximum.
                        (Deferred  compensation)  --  This  program  includes  a
                        combination of stock options and stock grants. We expect
                        the vesting  provision for these programs to be approved
                        by the  Board in early  2000.  Vesting  of any  options,
                        grants  or  incentive  compensation  will  not  exceed 4
                        years.  Details on exercise  price and imputed  value of
                        subsequent  options will be determined from time to time
                        by  the  Board  of  the  company  and  will  be  applied
                        consistently across the company.

                        (Criteria: 70% Company Results--30% Individual results).
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Mr. Peter A. Minton
Page 2
February 24, 2000

Stock:                  Upon your start date, you will receive  70,000  options.
                        These  options are given as an  incentive  for  changing
                        companies  and to cover items you may be leaving  behind
                        at your  current  company.  The  exercise  price  of the
                        initial  stock  options is $15. They vest 20% on date of
                        employment  and 20% per  year  thereafter.  Options  and
                        other instruments  automatically  vest in case of change
                        of control.  In the event of an Initial Public Offering,
                        you  will  be  eligible  for a  potential  anti-dilution
                        option  award if and when the I.P.O.  takes  place.  The
                        minimum allotment will be 5,000 shares.

Stock Loan:             Max Re  Ltd.  will  provide  you  with a  $450,000  loan
                        facility to buy its stock.  The loan  conditions are for
                        five years--  interest only paid annually.  It is a full
                        recourse loan and is pegged at the Federal rate.

Signing Bonus:          The Company will give you on your start date a $100,000
                        signing bonus. In addition, you will receive 5,000 stock
                        grants and the vesting of the grants will be determined
                        by the Board and will be applied consistently across the
                        Company.

Car:                    The Company will provide you with a car in Bermuda.

Clubs:                  Up to $3000 per year in annual dues.

Housing Allowance:      $7,000  per  month.  Our  Housing  Allowance  program is
                        reviewed  from time to time to reflect the changing real
                        estate  market and may be adjusted  from time to time by
                        the Board of Directors.

Relocation:             The company will relocate you, covering real estate
                        costs, legal costs, physical relocation, associated
                        expenses (i.e. house hunting trips), and will give you
                        5% of your base salary to cover miscellaneous expenses.
                        Bermuda import taxes/duties/fees on the import of all
                        household belongings is covered.

Home Leave for
Expatriate:             Four return business class tickets to California (or
                        similar geographical area) per family member per year.

Savings Plan:           You are  able  to  contribute  5  percent  of your  base
                        salary.  Max Re Ltd.  will put in $2.00 for every dollar
                        contributed.
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Mr. Peter A. Minton
Page 3
February 24, 2000

Severance Provision:    Your severance  arrangements  will be commensurate  with
                        industry  standards.  We understand  this not to be less
                        than two years' base salary and benefits.

Severance upon not      Your severance  arrangements  will be commensurate  with
Clearing (Bermuda       industry  standards.  We  understand  this  to be in the
Immigration):           range of two years' base salary and benefits.

Benefits:               Max  Re  Ltd.  is  currently   developing  its  benefits
                        package.  At this  point  we  cover  all  Bermuda  taxes
                        including  social  insurance,  payroll tax and  hospital
                        levy. In addition,  Max Re Ltd.  pays all  Health/Dental
                        insurance  as well as LTD,  STD  and  Life.  Details  to
                        follow. Cobra Rights do apply.

Vacation:               Four weeks.

Financial Planning:     Company paid.

Tax Efficiency:         The Company will be  responsive to your requests for tax
                        efficiency.

Tax Planning:           Company paid.

Annual Physical:        Company paid.
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Mr. Peter A. Minton
Page 4
February 24, 2000


Peter, I know you will make a significant contribution to the success of Max Re
Ltd. I look forward to you being able to contribute to Max Re being an exciting
and rewarding place to work.


----------------------------------
Hugh Illsley


Acceptance:_______________________
           Peter Minton


cc: Robert Cooney