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                              PXRE CAPITAL TRUST I

    $100,000,000 8.85% CAPITAL TRUST PASS-THROUGH SECURITIES'sm' (TRUPS'sm')

            FULLY AND UNCONDITIONALLY GUARANTEED AS TO DISTRIBUTIONS

                              AND OTHER PAYMENTS BY

                                PXRE CORPORATION

                          REGISTRATION RIGHTS AGREEMENT

                                                              New York, New York
                                                                January 29, 1997

Salomon Brothers Inc
  As Representative of the Initial Purchasers
Seven World Trade Center
New York, New York 10048

Dear Sirs:

               PXRE Capital Trust I (the "Trust"), a statutory business trust
formed under the laws of the State of Delaware by PXRE Corporation (the
"Company"), proposes to issue and sell to the Initial Purchasers (the "Initial
Purchasers") named in the Purchase Agreement of even date herewith (the
"Purchase Agreement"), for whom you are acting as representative (the
"Representative"), the 8.85% Capital Trust Pass-through Securities (the "Capital
Securities") of the Trust. The issue and sale of the Capital Securities pursuant
to the Purchase Agreement is referred to herein as the "Initial Placement". The
Capital Securities, together with the guarantee of the Company with respect
thereto (the "Guarantee") and the 8.85% Junior Subordinated Deferrable Interest
Debentures due 2027 of the Company (the "Subordinated Debt Securities"), are
collectively referred to herein as the "Registrable Securities." As an
inducement to the Initial Purchasers to enter into the Purchase Agreement and in
satisfaction of a condition to the obligations of the Initial Purchasers
thereunder, the Company and the Trust agree with you, (i) for the benefit of the
Initial Purchasers and (ii) for the benefit of the holders from time to time of
the Registrable Securities and the Exchange Securities (as defined below),
including the Initial Purchasers (each of the foregoing a "Holder" and together
the "Holders"), as follows:


               1. Definitions. Capitalized terms used herein without definition
shall have their respective meanings set forth in the Purchase Agreement. As
used in this Agreement, the following capitalized defined terms shall have the
following meanings:




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               "Act" means the Securities Act of 1933, as amended, and the rules
and regulations of the Commission promulgated thereunder.

               "Affiliate" of any specified person means any other person which,
directly or indirectly, is in control of, is controlled by, or is under common
control with, such specified person. For purposes of this definition, control of
a person means the power, direct or indirect, to direct or cause the direction
of the management and policies of such person whether by contract or otherwise;
and the terms "controlling" and "controlled" have meanings correlative to the
foregoing.

               "Capital Securities" has the meaning set forth in the preamble
hereto.

               "Closing Date" has the meaning set forth in the Purchase
Agreement.

               "Commission" means the Securities and Exchange Commission.

               "Company" has the meaning set forth in the preamble hereto.

               "DTC" means the Depository Trust Company.

               "Exchange Act" means the Securities Exchange Act of 1934, as
amended, and the rules and regulations of the Commission promulgated thereunder.

               "Exchange Offer Registration Period" means the 1 year period
following the consummation of the Registered Exchange Offer, exclusive of any
period during which any stop order shall be in effect suspending the
effectiveness of the Exchange Offer Registration Statement.

               "Exchange Offer Registration Statement" means a registration
statement of the Company and the Trust on an appropriate form under the Act with
respect to the Registered Exchange Offer and all amendments and supplements to
such registration statement, including post-effective amendments, in each case
including the Prospectus contained therein, all exhibits thereto and all
material incorporated by reference therein.

               "Exchange Securities" means the securities of the Company and the
Trust issued pursuant to a Registered Exchange Offer in the same aggregate
principal amount or in the same number or liquidation amount, as the case may
be, and containing terms that are identical in all material respects to the
terms of the Registrable Securities except (i) the Exchange Securities shall
have been registered for sale under the Act to Holders and (ii) the Special
Payment provisions and the transfer restrictions in the Registrable Securities
will be modified or eliminated, as appropriate, in the Exchange Securities.



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               "Exchanging Dealer" means any Holder (which may include the
Initial Purchasers) which is a broker-dealer electing to exchange Registrable
Securities, acquired for its own account as a result of market-making activities
or other trading activities, for Exchange Securities.

               "Final Offering Memorandum" means the final Offering Memorandum
issued in connection with the Initial Placement and dated as of January 24,
1997 relating to the Registrable Securities.

               "Guarantee" has the meaning set forth in the preamble hereto.

               "Holder" has the meaning set forth in the preamble hereto.

               "Initial Placement" has the meaning set forth in the preamble
hereto.

               "Initial Purchasers" has the meaning set forth in the preamble
hereto.

               "Interest Payment Date" has the meaning set forth in Section 3(c)
hereof.

               "Managing Underwriters" means the investment banker or investment
bankers and manager or managers that shall administer an underwritten offering.

               "Prospectus" means the prospectus included in any Registration
Statement (including, without limitation, a prospectus that discloses
information previously omitted from a prospectus filed as part of an effective
registration statement in reliance upon Rule 430A under the Act), as amended or
supplemented by any prospectus supplement, including a prospectus supplement
with respect to the terms of the offering of any portion of the Registrable
Securities or the Exchange Securities covered by such Registration Statement,
and all amendments and supplements to the Prospectus including post-effective
amendments.

               "Purchase Agreement" has the meaning set forth in the preamble
hereto.

               "Registered Exchange Offer" means the offer to the Holders to
issue and deliver to such Holders, in exchange for the Registrable Securities, a
like principal amount, stated liquidation preference or number, as the case may
be, of the Exchange Securities.

               "Registrable Securities" has the meaning set forth in the
preamble hereto.

               "Registration Statement" means any Exchange Offer Registration
Statement or Shelf Registration Statement that covers any of the Registrable
Securities or the Exchange Securities pursuant to the provisions of this
Agreement, and all amendments and supplements to such registration statement,
including post-effective amendments, in each case including the Prospectus
contained therein, all exhibits thereto and all material incorporated by
reference therein.



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               "Representative" has the meaning set forth in the preamble
hereto.

               "Shelf Registration" means a registration effected pursuant to
Section 3 hereof.

               "Shelf Registration Event" has the meaning set forth in Section
2(g) hereof.

               "Shelf Registration Period" has the meaning set forth in Section
3(b) hereof.

               "Shelf Registration Statement" means a "shelf" registration
statement of the Company and the Trust pursuant to the provisions of Section 3
hereof which covers some or all of the Registrable Securities or Exchange
Securities, as applicable, on an appropriate form under Rule 415 under the Act,
or any similar rule that may be adopted by the Commission, and all amendments
and supplements to such registration statement, including post-effective
amendments, in each case including the Prospectus contained therein, all
exhibits thereto and all material incorporated by reference therein.

               "Special Payment" has the meaning set forth in Section 3(c)
hereof.

               "Subordinated Debt Securities" has the meaning set forth in the
preamble hereto.

               "Tax Contingency" has the meaning set forth in Section 2(g)
hereof.

               "Trust" has the meaning set forth in the preamble hereto.

               "underwriter" means any underwriter of Registrable Securities or
Exchange Securities in connection with an offering thereof under a Shelf
Registration Statement.

               2. Registered Exchange Offer; Resales of Exchange Securities by
Exchanging Dealers; Private Exchange. (a) The Company and the Trust shall
prepare and, not later than 120 days after the Closing Date, shall file with the
Commission the Exchange Offer Registration Statement with respect to the
Registered Exchange Offer. The Company and the Trust shall use their best
efforts to cause the Exchange Offer Registration Statement to become effective
under the Act within 180 days of the Closing Date. The Company and the Trust
shall use their best efforts to consummate the Registered Exchange Offer within
210 days of the Closing Date.

               (b) Upon the effectiveness of the Exchange Offer Registration
Statement, the Company and the Trust shall promptly as practicable commence the
Registered Exchange Offer, it being the objective of such Registered Exchange
Offer to enable each Holder electing to exchange Registrable Securities for
Exchange Securities (assuming that such Holder is not an Affiliate of the
Company within the meaning of the Act, acquires the Exchange Securities in the
ordinary course of such Holder's business and has no arrangements with any
person to participate in the distribution of the Exchange Securities) to trade
such Exchange Securities from and after their receipt without any limitations or
restrictions under the Act and without material restrictions under the
securities laws of a substantial proportion of the several states of the United
States.



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               (c) In connection with the Registered Exchange Offer, the Company
and the Trust shall:

                      (i) mail to each Holder a copy of the Prospectus forming
               part of the Exchange Offer Registration Statement, together with
               an appropriate letter of transmittal and related documents;

                      (ii) keep the Registered Exchange Offer open for not less
               than 30 days and not more than 45 days after the date notice
               thereof is mailed to the Holders (or longer if required by
               applicable law);

                      (iii) utilize the services of a depositary for the
               Registered Exchange Offer with an address in the Borough of
               Manhattan, The City of New York; and

                      (iv) comply in all  material respects with  all applicable
               laws.

               (d) As soon as practicable after the close of the Registered
Exchange Offer, the Company and the Trust shall:

                      (i) accept for exchange and cancel all Registrable
               Securities tendered and not validly withdrawn pursuant to the
               Registered Exchange Offer; and

                      (ii) issue Exchange Securities to each exchanging Holder
               in a principal amount, stated liquidation preference or number,
               as the case may be, equal to the Registrable Securities accepted
               for exchange from such Holder and canceled pursuant to the
               Registered Exchange Offer.

               (e) The Company, the Trust and the Initial Purchasers on behalf
of the Holders hereby acknowledge that, in order to effect a Registered Exchange
Offer, (i) the Company will be required to issue new subordinated debt
securities to the Trust in exchange for a like principal amount of Subordinated
Debt Securities and (ii) the Trust will be required to issue new capital
securities in exchange for a like amount of stated liquidation preference of
Capital Securities. The parties hereto acknowledge that the Guarantee by its
express terms covers the Exchange Securities corresponding to the Capital
Securities as well as such Capital Securities. The parties hereto further
acknowledge that the new subordinated debt securities, capital securities and
guarantee issuable as described in this paragraph, which collectively constitute
the Exchange Securities, shall be identical in all material respects to the
securities they replace, except that (x) such Exchange Securities shall be
registered for sale under the Act to Holders and (y) the Special Payment
provisions and the transfer restrictions in the securities being replaced by the
Exchange Securities will be modified or eliminated, as appropriate, in the
Exchange Securities.

               (f) The Initial Purchasers, the Company and the Trust acknowledge
that, pursuant to interpretations by the Commission's staff of Section 5 of the
Act, and in the absence of an applicable exemption therefrom, each Exchanging
Dealer is required to deliver a Prospectus in



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connection with a sale of any Exchange Securities received by such Exchanging
Dealer pursuant to the Registered Exchange Offer in exchange for Registrable
Securities acquired for its own account as a result of market-making activities
or other trading activities. Accordingly, the Company and the Trust shall:

                      (i) include the information set forth in Annex A hereto on
               the cover of the Exchange Offer Registration Statement, in Annex
               B hereto in the forepart of the Exchange Offer Registration
               Statement in a section setting forth details of the Exchange
               Offer, and in Annex C hereto in the underwriting or plan of
               distribution section of the Prospectus forming a part of the
               Exchange Offer Registration Statement, and include the
               information set forth in Annex D hereto in the Letter of
               Transmittal delivered pursuant to the Registered Exchange Offer;
               and

                      (ii) use their best efforts to keep the Exchange Offer
               Registration Statement continuously effective under the Act
               during the Exchange Offer Registration Period for delivery by
               Exchanging Dealers in connection with sales of Exchange
               Securities received pursuant to the Registered Exchange Offer, as
               contemplated by Section 4(h) below.

               (g) (i) In the event that applicable law or applicable
interpretations of the staff of the Commission do not permit the Company and the
Trust to effect the Registered Exchange Offer, or (ii) if the Company shall
determine in good faith that there is a reasonable likelihood that, or a
material uncertainty exists as to whether, consummation of the Registered
Exchange Offer would result in an adverse tax consequence to the Company (a "Tax
Contingency" and together with the event described in clause (i), each a "Shelf
Registration Event"), the Company and the Trust may elect, in lieu of the
commencement of such Registered Exchange Offer, to effect a Shelf Registration
of the Registrable Securities pursuant to Section 3 hereof.

               3. Shelf Registration. (i) In the event of a Shelf Registration
Event, (ii) if for any other reason the Exchange Offer Registration Statement is
not declared effective by the Commission within 180 days of the Closing Date,
(iii) if any Initial Purchaser so requests with respect to Registrable
Securities held by it following consummation of the Registered Exchange Offer
other than "freely tradable" Exchange Securities, or (iv) if any Holder that is
a broker-dealer, is not an Affiliate of the Company or the Trust and is not
eligible to participate in the Registered Exchange Offer so requests with
respect to Registrable Securities held by it following the consummation of the
Registered Exchange Offer that are not "freely tradable" Exchange Securities (it
being understood that, for purposes of this Section 3, (x) the requirement that
an Initial Purchaser deliver a Prospectus containing the information required by
Items 507 and/or 508 of Regulation S-K under the Act in connection with sales of
Exchange Securities acquired in exchange for such Registrable Securities shall
result in such Exchange Securities being not "freely tradable" but (y) the
requirement that an Exchanging Dealer deliver a Prospectus in connection with
sales of Exchange Securities acquired in the Registered Exchange Offer in
exchange for Registrable Securities acquired as a result of market-making
activities or other trading activities shall not result in such Exchange
Securities being not "freely tradable"), the following provisions shall apply:



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               (a) The Company and the Trust shall as promptly as practicable
file with the Commission and shall thereafter use their best efforts to cause to
be declared effective under the Act within (i) 210 days of the Closing Date, or
(ii) promptly as practicable in the event of a request by an Initial Purchaser,
a Shelf Registration Statement relating to the offer and sale of the Registrable
Securities or the Exchange Securities, as applicable, by the Holders from time
to time in accordance with the methods of distribution elected by such Holders
and set forth in such Shelf Registration Statement; provided, that with respect
to Exchange Securities received by an Initial Purchaser in exchange for
Registrable Securities constituting any portion of an unsold allotment, the
Company and the Trust may, if permitted by current interpretations by the
Commission's staff, file a post-effective amendment to the Exchange Offer
Registration Statement containing the information required by Regulation S-K
Items 507 and/or 508, as applicable, in satisfaction of their obligations under
this paragraph (a) with respect thereto, and any such Exchange Offer
Registration Statement, as so amended, shall be referred to herein as, and
governed by the provisions herein applicable to, a Shelf Registration Statement;
and provided further, that with respect to a Shelf Registration Statement
required pursuant to clause (ii) of the preceding paragraph, the consummation of
a Registered Exchange Offer shall relieve the Company and the Trust of their
obligations under this Section 3(a) but only in respect of their obligations
under such clause (ii); and provided further, that any Shelf Registration
required pursuant to clause (i) of the preceding paragraph shall be in lieu of
an Exchange Offer Registration.

               (b) The Company and the Trust shall each use its best efforts to
keep the Shelf Registration Statement continuously effective in order to permit
the Prospectus forming part thereof to be usable by Holders for a period of
three years from the date the Shelf Registration Statement is declared effective
by the Commission (or a period of one year from the date the Shelf Registration
Statement is declared effective in the case of a Shelf Registration Statement
filed at the request of an Initial Purchaser) or such shorter period that will
terminate upon the earlier of the following (A) when all the Capital Securities
or Exchange Securities corresponding to such Capital Securities covered by the
Shelf Registration Statement have been sold pursuant to the Shelf Registration
Statement, (B) when all the Subordinated Debt Securities or the Exchange
Securities relating to such Subordinated Debt Securities issued to Holders in
respect of Capital Securities or Exchange Securities that had not been sold
pursuant to the Shelf Registration Statement have been sold pursuant to the
Shelf Registration Statement or (C) when in the written opinion of counsel to
the Company and the Trust, all outstanding Registrable Securities or Exchange
Securities held by persons that are not Affiliates of the Company or the Trust
may be resold without registration under the Act pursuant to Rule 144(k) under
the Act or any successor provision thereto (in any such case, such period being
called the "Shelf Registration Period"). Furthermore, the Company and the Trust
shall each use its best efforts, upon the effectiveness of the Shelf
Registration Statement, to promptly as practicable upon the request of any
Holder to take any action reasonably necessary to register the sale of any
Registrable Securities or Exchange Securities of such Holder and to identify
such Holder as a selling securityholder. The Company and the Trust shall be
deemed not to have used their best efforts to keep the Shelf Registration
Statement effective during the requisite period if either the Company or the
Trust voluntarily takes any action that would result in Holders of securities
covered thereby not being



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able to offer and sell such securities during that period, unless (i) such
action is required by applicable law, or (ii) such action is taken by the
Company in good faith and for valid business reasons (not including avoidance of
the Company's obligations hereunder), including the acquisition or divestiture
of assets, so long as the Company promptly thereafter complies with the
requirements of Section 4(l) hereof, if applicable.

               (c) Except as described below, in the event that either (a) the
Exchange Offer Registration Statement is not filed with the Commission on or
prior to the 120th day following the Closing Date, (b) the Exchange Offer
Registration Statement is not declared effective on or prior to the 180th day
following the Closing Date or (c) the Exchange Offer is not consummated or a
Shelf Registration Statement with respect to the Registrable Securities is not
declared effective on or prior to the 210th day following the Closing Date,
interest will accrue (in addition to the stated interest on the Registrable
Securities) from and including the next day following each of (i) such 120-day
period in the case of clause (a) above, (ii) such 180-day period in the case of
clause (b) above, and (iii) such 210-day period in the case of clause (c) above.
In each case such additional interest (the "Special Payment") will be payable in
cash semiannually in arrears on each February 1 and August 1, (each an "Interest
Payment Date"), at a rate per annum equal to 0.25% of the principal amount or
liquidation amount, as applicable, of the Registrable Securities. The aggregate
amount of Special Payment payable pursuant to the above provisions will in no
event exceed 0.50% per annum of the principal amount or the liquidation amount,
as applicable, of the Registrable Securities.

               (d) If a Shelf Registration Event shall exist on or before the
120th day following the Closing Date, then clauses (a) and (i) of the preceding
paragraph shall not apply. To the extent that such a Shelf Registration Event
exists and the Company has filed a Shelf Registration Statement covering resales
of the Registrable Securities by the 180th day following the Closing Date, then
clauses (b) and (ii) of the preceding paragraph shall not apply, and to the
extent a Shelf Registration Event exists on the 210th day following the Closing
Date, the period specified in clauses (c) and (iii) of the preceding paragraph
will be 240 days. Upon (x) the filing of the Exchange Offer Registration
Statement or the occurrence of a Shelf Registration Event, if applicable, as
described above, after the 120-day period described in clause (a) of the
preceding paragraph, (y) the effectiveness of the Exchange Offer Registration
Statement (if applicable) (or the filing of a Shelf Registration Statement, in
the event of a Shelf Registration Event, if applicable, as described above)
after the 180-day period described in clause (b) of the preceding paragraph or
(z) the consummation of the Exchange Offer or the effectiveness of a Shelf
Registration Statement after the 210-day period described in clause (c) of the
preceding paragraph (or the effectiveness of a Shelf Registration Statement
after the 240-day period specified above, in the event of a Shelf Registration
Event, if applicable, as described above), the Special Payment payable on the
Registrable Securities from the date of such filing, effectiveness or
consummation, as the case may be, will cease to accrue and all accrued and
unpaid Special Payments as of the occurrence of (x), (y) or (z) shall be paid to
the holders of the Registrable Securities on the next Interest Payment Date.

               (e) In the event that a Shelf Registration Statement is declared
effective hereunder, if the Company or the Trust fails to keep such Shelf
Registration Statement continuously



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effective for the period required hereby, then from the next day following such
time as the Shelf Registration Statement is no longer effective until the
earlier of (i) the date that the Shelf Registration Statement is again deemed
effective, (ii) the date that is the third anniversary of the date the Shelf
Registration Statement was first declared effective by the Commission ("Initial
Effective Date") (or the date that is the first anniversary of the Initial
Effective Date if the Shelf Registration Statement is filed at the request of an
Initial Purchaser) or (iii) the date as of which all of the Registrable
Securities covered by the Shelf Registration Statement are sold pursuant thereto
or may sold without registration pursuant to Rule 144 under the Securities Act,
Special Payments shall accrue at a rate per annum equal to 0.25 % of the
principal amount or liquidation amount, as applicable, of the Registrable
Securities and shall be payable in cash, semiannually in arrears on each
Interest Payment Date; it being understood that after the Registered Exchange
Offer has been consummated, no Special Payments shall accrue in respect of
Registrable Securities.

               4. Registration Procedures. In connection with any Shelf
Registration Statement and, to the extent applicable, any Exchange Offer
Registration Statement, the following provisions shall apply:

               (a) The Company and the Trust shall furnish to the Initial
Purchasers, prior to the filing thereof with the Commission, a copy of any
Registration Statement, and each amendment thereof and each amendment or
supplement, if any, to the Prospectus included therein and shall reflect in each
such document, when so filed with the Commission, such comments as the Initial
Purchasers reasonably may propose unless advised by counsel that such comments
are not required to be included under applicable law, and subject in any event
to the comments of the Commission staff.

               (b) The Company and the Trust shall ensure that (i) any
Registration Statement and any amendment thereto and any Prospectus forming part
thereof and any amendment or supplement thereto (and each document incorporated
therein by reference) complies in all material respects with the Act and the
Exchange Act and the respective rules and regulations thereunder, (ii) any
Registration Statement and any amendment thereto does not, when it becomes
effective, contain an untrue statement of a material fact or omit to state a
material fact required to be stated therein or necessary to make the statements
therein not misleading and (iii) any Prospectus forming part of any Registration
Statement, and any amendment or supplement to such Prospectus, does not include
an untrue statement of a material fact or omit to state a material fact
necessary in order to make the statements, in the light of the circumstances
under which they were made, not misleading.

               (c) (1) The Company and the Trust shall advise the Initial
Purchasers and, in the case of a Shelf Registration Statement, the Holders of
securities covered thereby, and, if requested by the Initial Purchasers or any
such Holder, confirm such advice in writing:

                      (i) when the Registration Statement and any amendment
               thereto has been filed with the Commission and when the
               Registration Statement or any post-effective amendment thereto
               has become effective; and

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                      (ii) of any request by the Commission for amendments or
               supplements to the Registration Statement or the Prospectus
               included therein or for additional information.

               (2) The Company and the Trust shall advise the Initial Purchasers
and, in the case of a Shelf Registration Statement, the Holders of securities
covered thereby, and, in the case of an Exchange Offer Registration Statement,
any Exchanging Dealer that has provided in writing to the Company a telephone or
facsimile number and address for notices, and, if requested by the Initial
Purchasers or any such Holder or Exchanging Dealer, confirm such advice in
writing of:

                      (i) the issuance by the Commission of any stop order
               suspending the effectiveness of the Registration Statement or the
               initiation of any proceedings for that purpose;

                      (ii) the receipt by the Company or the Trust of any
               notification with respect to the suspension of the qualification
               of the securities included therein for sale in any jurisdiction
               or the initiation or threatening of any proceeding for such
               purpose; and

                      (iii) the happening of any event that requires the making
               of any changes in the Registration Statement or the Prospectus so
               that, as of such date, the statements therein are not misleading
               and do not omit to state a material fact required to be stated
               therein or necessary to make the statements therein (in the case
               of the Prospectus, in light of the circumstances under which they
               were made) not misleading (which advice shall be accompanied by
               an instruction to suspend the use of the Prospectus until the
               requisite changes have been made).

               (d) The Company and the Trust shall use their best efforts to
prevent the issuance, and if issued to obtain the withdrawal, of any order
suspending the effectiveness of any Registration Statement at the earliest
possible time.

               (e) On or prior to the time that an Exchange Offer Registration
Statement or Shelf Registration Statement is first effective under the
Securities Act, the Company shall have used its reasonable best efforts to cause
the Capital Securities or Exchange Securities corresponding to such Capital
Securities, respectively, to be duly authorized for listing, subject in the case
of an Exchange Offer Registration Statement to official notice of issuance, on
the New York Stock Exchange as a fixed income security (or, if such listing is
unavailable, as an equity security) and thereafter shall maintain such listing;
or, in the alternative, the Company shall have taken such action reasonably
satisfactory to the Initial Purchasers as to have caused the Capital Securities
or Exchange Securities corresponding to such Capital Securities, respectively,
to be freely tradable to the same extent as if duly authorized for listing on
the New York Stock Exchange as described above, it being agreed that listing
such securities for quotation through the National Association of Securities
Dealers Automated Quotation system shall satisfy the requirements of this
subsection (e).



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               (f) The Company and the Trust shall furnish to each Holder of
securities included within the coverage of any Shelf Registration Statement,
without charge, at least one copy of such Shelf Registration Statement and any
post-effective amendment thereto, including financial statements and schedules,
and, if the Holder so requests in writing, all exhibits filed therewith
(including those incorporated by reference).

               (g) The Company and the Trust shall, during the Shelf
Registration Period, deliver to each Holder of securities included within the
coverage of any Shelf Registration Statement, without charge, as many copies of
the Prospectus (including each preliminary Prospectus) included in such Shelf
Registration Statement and any amendment or supplement thereto as such Holder
may reasonably request; and the Company and the Trust each consent to the use of
the Prospectus or any amendment or supplement thereto by each of the selling
Holders of securities in connection with the offering and sale of the securities
covered by the Prospectus or any amendment or supplement thereto.

               (h) The Company and the Trust shall furnish to each Exchanging
Dealer that so requests, without charge, at least one copy of the Exchange Offer
Registration Statement and any post-effective amendment thereto, including
financial statements and schedules, any documents incorporated by reference
therein, and, if the Exchanging Dealer so requests in writing, all exhibits
filed therewith (including those incorporated by reference).

               (i) The Company and the Trust shall, during the Exchange Offer
Registration Period, promptly deliver to each Exchanging Dealer, without charge,
as many copies of the Prospectus included in such Exchange Offer Registration
Statement and any amendment or supplement thereto as such Exchanging Dealer may
reasonably request for delivery by such Exchanging Dealer in connection with a
sale of Exchange Securities received by it pursuant to the Registered Exchange
Offer; and the Company and the Trust each consent to the use of the Prospectus
or any amendment or supplement thereto by any such Exchanging Dealer, as
aforesaid.

               (j) Prior to the Registered Exchange Offer or any other offering
of securities pursuant to any Registration Statement, the Company and the Trust
shall register or qualify or cooperate with the Holders of securities included
therein and their respective counsel in connection with the registration or
qualification of such securities for offer and sale under the securities or blue
sky laws of such jurisdictions as any such Holders reasonably request in writing
and do any and all other acts or things reasonably necessary or advisable to
enable the offer and sale in such jurisdictions of the securities covered by
such Registration Statement; provided, however, that in no event shall the
Company or the Trust be required to qualify generally to do business in any
jurisdiction where they are not then so qualified or to take any action which
would subject them to general service of process or to taxation in any such
jurisdiction where they are not then so subject or register as a securities
broker-dealer, agent or salesperson.



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               (k) The Company and the Trust shall cooperate with the Holders of
Registrable Securities or Exchange Securities, as the case may be, to facilitate
the timely preparation and delivery within the times required by normal-way
settlement of certificates representing securities to be sold pursuant to any
Registration Statement free of any restrictive legends and in such denominations
and registered in such names as Holders may request prior to sales of securities
pursuant to such Registration Statement.

               (l) Upon the occurrence of any event contemplated by paragraph
(c)(2)(iii) of this Section 4, the Company and the Trust shall as promptly as
reasonably practicable prepare a post-effective amendment to any Registration
Statement or an amendment or supplement to the related Prospectus or file any
other required document so that, as thereafter delivered to purchasers of the
securities included therein, the Prospectus will not include an untrue statement
of a material fact or omit to state any material fact necessary to make the
statements therein, in the light of the circumstances under which they were
made, not misleading.

               (m) Not later than the effective date of any such Registration
Statement hereunder, the Company and the Trust shall provide a CUSIP number for
the Capital Securities or the Exchange Securities corresponding to the Capital
Securities, as the case may be, registered under such Registration Statement. In
the event of and at the time of any distribution of the Subordinated Debt
Securities to Holders, the Company and the Trust shall provide a CUSIP number
for the Subordinated Debt Securities or the Exchange Securities corresponding to
the Subordinated Debt Securities and provide the applicable trustee with
certificates for such securities, in a form eligible for deposit with DTC. The
Company and the Trust shall use their best efforts to cause the CUSIP Service
Bureau to issue the same CUSIP number for all Exchange Securities or Registrable
Securities, as the case may be, delivered pursuant to a Registration Statement
as was originally issued for the Registrable Securities.

               (n) The Company and the Trust shall use their best efforts to
comply in all material respects with all applicable rules and regulations of the
Commission and shall make generally available to their security holders as soon
as reasonably practicable after the effective date of the applicable
Registration Statement an earnings statement satisfying the provisions of
Section 11(a) of the Act.

               (o) The Company and the Trust shall use their best efforts to
cause the indenture relating to the Subordinated Debt Securities, the agreement
of the Company providing for the Guarantee and the declaration of trust of the
Trust pursuant to which the terms of the Capital Securities are established, or
any corresponding documents in respect of the Exchange Securities, as the case
may be, to be qualified under the Trust Indenture Act in a timely manner.

               (p) The Company and the Trust may require each Holder of
securities to be sold pursuant to any Shelf Registration Statement to furnish to
the Company and the Trust such information regarding the Holder and the
distribution of such securities as the Company and the Trust may from time to
time reasonably require for inclusion in such Registration Statement.



                                       12



<PAGE>
<PAGE>

               (q) The Company and the Trust shall, if requested, as promptly as
reasonably practicable, incorporate in a Prospectus supplement or post-effective
amendment to a Shelf Registration Statement, such information as the Managing
Underwriters reasonably agree should be included therein (unless advised by
counsel that such information is not required to be included under applicable
law) and shall make all required filings of such Prospectus supplement or
post-effective amendment as soon as reasonably practicable after they are
notified of the matters to be incorporated in such Prospectus supplement or
post-effective amendment.

               (r) In the case of any Shelf Registration Statement, the Company
and the Trust shall enter into such agreements (including underwriting
agreements) and take all other reasonable appropriate actions in order to
expedite or facilitate the registration or the disposition of the Registrable
Securities or the Exchange Securities, as the case may be, to be registered
thereunder. In connection therewith, if an underwriting agreement is entered
into, the Company and the Trust shall cause the same to contain indemnification
provisions and procedures no less favorable than those set forth in Section 6
(or such other provisions and procedures acceptable to the Managing
Underwriters, if any), with respect to all parties to be indemnified pursuant to
Section 6.

               (s) In the case of any underwritten offering under a Shelf
Registration Statement or at the request of an Initial Purchaser to the extent
that an Initial Purchaser has Registrable Securities or Exchange Securities
eligible for resale thereunder, the Company and the Trust shall (i) make
reasonably available for inspection by a representative of the Holders of a
majority of the securities to be registered thereunder, any Initial Purchaser
(if applicable) and any underwriter participating in any disposition pursuant to
such Registration Statement, and any attorney, accountant or other agent
retained by any such Holders, Initial Purchaser or underwriter all relevant
financial and other records, pertinent corporate documents and properties of the
Company, its subsidiaries and the Trust; (ii) cause the Company's officers,
directors and employees and the trustees of the Trust to supply all relevant
information reasonably requested by the representative of the Holders, the
Initial Purchaser (if applicable) or any such underwriter, attorney, accountant
or agent in connection with any such Registration Statement as is customary for
similar due diligence examinations; provided, however, that any information that
is designated in writing by the Company and the Trust, in good faith, as
confidential at the time of delivery of such information shall be kept
confidential by the Holders, the Initial Purchaser (if applicable) or any such
underwriter, attorney, accountant or agent, unless such disclosure is made in
connection with a court proceeding or required by law, or such information
becomes available to the public generally or through a third party without an
accompanying obligation of confidentiality; (iii) make such representations and
warranties to the Holders of securities registered thereunder, the Initial
Purchaser (if applicable) and the underwriters, if any, in form, substance and
scope as are customarily made by issuers to underwriters in similar or
comparable primary underwritten offerings and covering matters including, but
not limited to, those set forth in the Purchase Agreement; (iv) obtain opinions
of counsel to the Company and the Trust (who may be the general counsel of the
Company) and updates thereof (which counsel and opinions (in form, scope and
substance) shall be reasonably satisfactory to the Managing Underwriters, if
any) addressed to each selling Holder, Initial Purchaser (if applicable) and the
underwriters, if any, covering such matters as are customarily covered in
opinions requested in similar or



                                       13



<PAGE>
<PAGE>

comparable underwritten offerings and such other matters as may be reasonably
requested by such Holders, Initial Purchaser (if applicable) and underwriters;
(v) obtain "cold comfort" letters and updates thereof from the independent
certified public accountants of the Company (and, if necessary, any other
independent certified public accountants of any subsidiary of the Company or of
any business acquired by the Company for which financial statements and
financial data are, or are required to be, included in the Registration
Statement), addressed to each selling Holder of securities registered
thereunder, the Initial Purchaser (if applicable) and the underwriters, if any,
in customary form and covering matters of the type customarily covered in "cold
comfort" letters in connection with similar or comparable primary underwritten
offerings; and (vi) deliver such documents and certificates as may be reasonably
requested by any such Holders, the Initial Purchaser (if applicable) or the
Managing Underwriters, if any, including those to evidence compliance with
Section 4(l) and with any customary conditions contained in the underwriting
agreement or other agreement entered into by the Company and the Trust. The
foregoing actions set forth in clauses (iii), (iv), (v) and (vi) of this Section
4(s) shall be performed at (A) the effectiveness of such Registration Statement
and each post-effective amendment thereto and (B) each closing under any
underwriting or similar agreement as and to the extent required thereunder.

               5. Registration Expenses. The Company shall bear all expenses
incurred in connection with the performance of its obligations under Sections 2,
3 and 4 hereof and, in the event of any Shelf Registration Statement, will
reimburse the Holders for the reasonable fees and disbursements of one firm or
counsel designated by the majority of the Holders of the Registrable Securities
or Exchange Securities, as the case may be, covered by such Shelf Registration
Statement to act as counsel for the Holders in connection therewith, and, in the
case of any Exchange Offer Registration Statement, will reimburse the Initial
Purchasers for the reasonable fees and disbursements of one firm or counsel
designated by such Initial Purchasers acting in connection therewith. Each
Holder shall pay all underwriting discounts and commissions and transfer taxes,
if any, relating to the sale or disposition of such Holder's Registrable
Securities pursuant to a Shelf Registration Statement or the sale of any
Exchange Securities by an Exchanging Dealer.

               6. Indemnification and Contribution. (a) In connection with any
Registration Statement, the Company agrees to indemnify and hold harmless the
Trust, each Holder of securities covered thereby (including each Initial
Purchaser and, with respect to any Prospectus delivery as contemplated in
Section 4(i) hereof, each Exchanging Dealer), the directors, officers, employees
and agents of each such Holder and each person who controls any such Holder
within the meaning of either the Act or the Exchange Act against any and all
losses, claims, damages or liabilities, joint or several, to which they or any
of them may become subject under the Act, the Exchange Act or other Federal or
state statutory law or regulation, at common law or otherwise, insofar as such
losses, claims, damages or liabilities (or actions in respect thereof) arise out
of or are based upon any untrue statement or alleged untrue statement of a
material fact contained in the Registration Statement (including all documents
incorporated by referenced therein) as originally filed or in any amendment
thereof, or in any preliminary prospectus or Prospectus, or in any amendment
thereof or supplement thereto, or arise out of or are based upon the omission or
alleged omission to state therein (in the case of any preliminary prospectus or
Prospectus in



                                       14



<PAGE>
<PAGE>

light of the circumstances under which they were made) a material fact required
to be stated therein or necessary to make the statements therein not misleading,
and agrees to reimburse each such indemnified party, as incurred, for any legal
or other expenses reasonably incurred by them in connection with investigating
or defending any such loss, claim, damage, liability or action; provided,
however, that the Company will not be liable in any case to the extent that any
such loss, claim, damage or liability arises out of or is based upon any such
untrue statement or alleged untrue statement or omission or alleged omission
made therein in reliance upon and in conformity with written information
furnished to the Company by or on behalf of any such Holder specifically for
inclusion therein, and except that the Company shall not be liable under the
provisions of this Section 6 with respect to any preliminary prospectus to the
extent that any such loss, claim, damage or liability results from the fact that
the Initial Purchasers or such selling Holder sold securities to a person to
whom there was not sent or given, at or prior to the written confirmation of
such sale, a copy of the final Prospectus if the loss, claim, damage or
liability of the Initial Purchaser or such selling Holder results from an untrue
statement or alleged untrue statement or omission or alleged omission contained
in the preliminary prospectus which was corrected in such final Prospectus. This
indemnity agreement will be in addition to any liability which the Company may
otherwise have.

               The Company also agrees to indemnify or contribute to Losses of,
as provided in Section 6(d), any underwriters of Securities registered under a
Shelf Registration Statement, their officers and directors and each person who
controls such underwriters on substantially the same basis as that of the
indemnification of the Initial Purchasers and the selling Holders provided in
this Section 6(a) and shall, if requested by any Holder, enter into an
underwriting agreement reflecting such agreement, as provided in Section 4(r)
hereof.

               (b) Each Holder of securities covered by a Registration Statement
(including each Initial Purchaser and, with respect to any Prospectus delivery
as contemplated in Section 4(i) hereof, each Exchanging Dealer) severally agrees
to indemnify and hold harmless the Company, the Trust, their respective
directors, officers and trustees (including each officer or trustee of the
Company or the Trust who signs such Registration Statement), and each person who
controls the Company or the Trust within the meaning of either the Act or the
Exchange Act to the same extent as the foregoing indemnity from the Company to
each such Holder, but only with reference to written information relating to
such Holder furnished to the Company by or on behalf of such Holder specifically
for inclusion in the documents referred to in the foregoing indemnity. This
indemnity agreement will be in addition to any liability which any such Holder
may otherwise have.

               (c) Promptly after receipt by an indemnified party under this
Section 6 of notice of the commencement of any action, such indemnified party
will, if a claim in respect thereof is to be made against the indemnifying party
under this Section 6, notify the indemnifying party in writing of the
commencement thereof; but the failure so to notify the indemnifying party (i)
will not relieve it from liability under paragraph (a) or (b) above unless and
to the extent it did not otherwise learn of such action and such failure results
in prejudice to the indemnifying party and (ii) will not, in any event, relieve
the indemnifying party from any obligations to any indemnified party other than
the indemnification obligation provided in paragraph (a) or (b) above. The



                                       15



<PAGE>
<PAGE>

indemnifying party shall be entitled to appoint counsel of the indemnifying
party's choice at the indemnifying party's expense to represent the indemnified
party in any action for which indemnification is sought (in which case the
indemnifying party shall not thereafter be responsible for the fees and expenses
of any separate counsel retained by the indemnified party or parties except as
set forth below); provided, however, that such counsel shall be reasonably
satisfactory to the indemnified party. Notwithstanding the indemnifying party's
election to appoint counsel to represent the indemnified party in an action, the
indemnified party shall have the right to employ separate counsel (including
local counsel), and the indemnifying party shall bear the reasonable fees, costs
and expenses of such separate counsel (and local counsel) if (i) in the opinion
of counsel for the indemnified party, the use of counsel chosen by the
indemnifying party to represent the indemnified party would present such counsel
with a conflict of interest, (ii) the named parties in any such action include
both the indemnified party and the indemnifying party and in the opinion of the
indemnified party's counsel there may be legal defenses available to it and/or
other indemnified parties which are different from or additional to those
available to the indemnifying party, (iii) the indemnifying party shall not have
employed counsel reasonably satisfactory to the indemnified party to represent
the indemnified party within a reasonable time after notice of the institution
of such action or (iv) the indemnifying party shall authorize the indemnified
party in writing to employ separate counsel at the expense of the indemnifying
party. Notwithstanding the foregoing, the indemnifying party shall not, in
connection with any proceeding or related proceedings in the same jurisdiction
(except for local counsel from any other jurisdiction to the extent necessary
for the defense of such proceedings on behalf of the indemnified parties), be
liable for the fees and expenses of more than one separate firm for all such
indemnified parties. An indemnifying party will not, without the prior written
consent of the indemnified parties, settle or compromise or consent to the entry
of any judgment with respect to any pending or threatened claim, action, suit or
proceeding in respect of which indemnification or contribution may be sought
hereunder (whether or not the indemnified parties are actual or potential
parties to such claim or action) unless such settlement, compromise or consent
includes an unconditional release of each indemnified party from all liability
arising out of such claim, action, suit or proceeding. The indemnifying party
shall not be liable for any settlement of any proceeding effected without its
written consent.

               (d) In the event that the indemnity provided in paragraph (a) or
(b) of this Section 6 is unavailable to or insufficient to hold harmless an
indemnified party for any reason, then each applicable indemnifying party, in
lieu of indemnifying such indemnified party, shall have a joint and several
obligation to contribute to the aggregate losses, claims, damages and
liabilities (including legal or other expenses reasonably incurred in connection
with investigating or defending same) (collectively "Losses") to which such
indemnified party may be subject in such proportion as is appropriate to reflect
the relative benefits received by such indemnifying party, on the one hand, and
such indemnified party, on the other hand, from the Initial Placement and the
Registration Statement which resulted in such Losses; provided, however, that in
no case shall any Initial Purchaser or any subsequent Holder of any Registrable
Security or Exchange Security be responsible, in the aggregate, for any amount
in excess of the purchase discount or commission applicable to such security, or
in the case of a Exchange Security, applicable to the Security which was
exchangeable into such Exchange Security, as set forth on the cover page of the
Final Offering Memorandum, nor shall any underwriter be responsible for any
amount in


                                       16



<PAGE>
<PAGE>

excess of the underwriting discount or commission applicable to the securities
purchased by such underwriter under the Registration Statement which resulted in
such Losses. If the allocation provided by the immediately preceding sentence is
unavailable for any reason, the indemnifying party and the indemnified party
shall contribute in such proportion as is appropriate to reflect not only such
relative benefits but also the relative fault of such indemnifying party, on the
one hand, and such indemnified party, on the other hand, in connection with the
statements or omissions which resulted in such Losses as well as any other
relevant equitable considerations. Benefits received by the Company shall be
deemed to be equal to the sum of (x) the total net proceeds from the Initial
Placement (before deducting expenses) as set forth on the cover page of the
Final Offering Memorandum and (y) the total amount of additional interest which
the Company was not required to pay as a result of registering the securities
covered by the Registration Statement which resulted in such Losses. Benefits
received by the Initial Purchasers shall be deemed to be equal to the total
purchase discounts and commissions as set forth on the cover page of the Final
Offering Memorandum, and benefits received by any other Holders shall be deemed
to be equal to the value of receiving Registrable Securities or Exchange
Securities, as applicable, registered under the Act. Benefits received by any
underwriter shall be deemed to be equal to the total underwriting discounts and
commissions, as set forth on the cover page of the Prospectus forming a part of
the Registration Statement which resulted in such Losses. Relative fault shall
be determined by reference to whether any alleged untrue statement or omission
relates to information provided by the indemnifying party, on the one hand, or
by the indemnified party, on the other hand. The parties agree that it would not
be just and equitable if contribution were determined by pro rata allocation or
any other method of allocation which does not take account of the equitable
considerations referred to above. Notwithstanding the provisions of this
paragraph (d), no person guilty of fraudulent misrepresentation (within the
meaning of Section 11(f) of the Act) shall be entitled to contribution from any
person who was not guilty of such fraudulent misrepresentation. For purposes of
this Section 6, each person who controls a Holder within the meaning of either
the Act or the Exchange Act and each director, officer, employee and agent of
such Holder shall have the same rights to contribution as such Holder, and each
person who controls the Company and the Trust within the meaning of either the
Act or the Exchange Act, each officer of the Company or trustee of the Trust who
shall have signed the Registration Statement and each director of the Company or
trustee of the Trust shall have the same rights to contribution as the Company,
subject in each case to the applicable terms and conditions of this paragraph
(d).

               (e) The provisions of this Section 6 will remain in full force
and effect, regardless of any investigation made by or on behalf of any Holder
or the Company or the Trust or any of the officers, directors or controlling
persons referred to in Section 6 hereof, and will survive the sale by a Holder
of securities covered by a Registration Statement.

               7. Miscellaneous.

               (a) No Inconsistent Agreements. The Company and the Trust have
not, as of the date hereof, entered into, nor shall they, on or after the date
hereof, enter into, any agreement with respect to their securities that is
inconsistent with the rights granted to the Holders herein or otherwise
conflicts with the provisions hereof.



                                       17



<PAGE>
<PAGE>

               (b) Amendments and Waivers. The provisions of this Agreement,
including the provisions of this sentence, may not be amended, qualified,
modified or supplemented, and waivers or consents to departures from the
provisions hereof may not be given, unless the Company and the Trust have
obtained the written consent of the Holders of at least a majority in
liquidation amount of the Capital Securities then outstanding (or, after the
consummation of any Exchange Offer in accordance with Section 2 hereof, of
Exchange Securities then outstanding); provided that, with respect to any matter
that directly or indirectly affects the rights of any Initial Purchaser
hereunder, the Company shall obtain the written consent of each such Initial
Purchaser against which such amendment, qualification, supplement, waiver or
consent is to be effective. Notwithstanding the foregoing (except the foregoing
proviso), a waiver or consent to departure from the provisions hereof with
respect to a matter that relates exclusively to the rights of Holders whose
securities are being sold pursuant to a Registration Statement and that does not
directly or indirectly affect the rights of other Holders may be given by the
majority of such Holders, determined on the basis of securities being sold
rather than registered under such Registration Statement.

               (c) Notices. All notices and other communications provided for or
permitted hereunder shall be made in writing by hand-delivery (against written
receipt), first-class mail, telex, telecopier, or courier guaranteeing overnight
delivery:

                      (i) if to a Holder, at the most current address given by
               such Holder to the Company;

                      (ii) if to the Initial Purchasers, initially at the
               respective addresses set forth in the Purchase Agreement; and

                      (iii) if to the Company or the Trust, initially at their
               addresses set forth in the Purchase Agreement.

               All such notices and communications shall be deemed to have been
duly given when received. The Initial Purchasers, the Company or the Trust by
notice to the others may designate additional or different addresses for
subsequent notices or communications.

               (d) Successors and Assigns. This Agreement shall inure to the
benefit of and be binding upon the successors and assigns of each of the
parties, including, without the need for an express assignment or any consent by
the Company and the Trust thereto, subsequent Holders of Registrable Securities
and/or Exchange Securities. The Company and the Trust hereby agree to extend the
benefits of this Agreement, subject to the specific terms hereof, to any Holder
of Registrable Securities and/or Exchange Securities and any such Holder may
specifically enforce the provisions of this Agreement as if an original party
hereto.

               (e) Counterparts. This agreement may be executed in any number of
counterparts and by the parties hereto in separate counterparts, each of which
when so executed shall be



                                       18



<PAGE>
<PAGE>

deemed to be an original and all of which taken together shall constitute one
and the same agreement.

               (f) Headings. The headings in this agreement are for convenience
of reference only and shall not limit or otherwise affect the meaning hereof.

               (g) Governing Law. This agreement shall be governed by and
construed in accordance with the internal laws of the State of New York
applicable to agreements made and to be performed in said State.

               (h) Severability. In the event that any one of more of the
provisions contained herein, or the application thereof in any circumstances, is
held invalid, illegal or unenforceable in any respect for any reason, the
validity, legality and enforceability of any such provision in every other
respect and of the remaining provisions hereof shall not be in any way impaired
or affected thereby, it being intended that all of the rights and privileges of
the parties shall be enforceable to the fullest extent permitted by law.

               (i) Securities Held by the Company, etc. Whenever the consent or
approval of Holders of a specified number, or percentage of principal amount of,
Registrable Securities or Exchange Securities is required hereunder, Registrable
Securities or Exchange Securities, as applicable, held by the Company or its
Affiliates (other than subsequent Holders of Registrable Securities or Exchange
Securities if such subsequent Holders are deemed to be Affiliates solely by
reason of their holdings of such Registrable Securities or Exchange Securities)
shall not be counted in determining whether such consent or approval was given
by the Holders of such required percentage.



                                       19



<PAGE>
<PAGE>


               Please confirm your agreement by having your authorized officer
sign a copy of this Registration Agreement in the space set forth below and
returning the signed copy to us.

                                 Very truly yours,

                                 PXRE CORPORATION

                                 By:  /s/ Gerald L. Radke
                                      -----------------------------------
                                      Name:  Gerald L. Radke
                                      Title: President


                                 PXRE CAPITAL TRUST I

                                 By:  /s/ Gerald L. Radke
                                      -----------------------------------
                                      Name: Gerald L. Radke, as Administrator

                                 By:  /s/ Sanford M. Kimmel
                                      ------------------------------------
                                      Name: Sanford M. Kimmel, as Administrator

Accepted:

SALOMON BROTHERS INC

By: /s/ Kevin M. White
   ---------------------------------
    Name:   Kevin M. White
    Title:  Associate

Date: January 29, 1997



                                       20







<PAGE>
<PAGE>
                                    ANNEX A
 
           Based on interpretations by the staff of the Securities and Exchange
Commission (the "Commission"), as set forth in no-action letters issued to
third parties, the Company and the Trust believe that the Exchange Securities
issued pursuant to the Exchange Offer may be offered for resale, resold or
otherwise transferred by holders thereof (other than any holder that is an
"affiliate" of the Company or the Trust as defined under Rule 405 of the
Securities Act) without compliance with the registration and prospectus delivery
provisions of the Securities Act; provided that such Exchange Securities are
acquired in the ordinary course of such holders' business and such holders are
not engaged in, and do not intend to engage in, a distribution of such Exchange
Securities and have no arrangement or understanding with any person to
participate in the distribution of such Exchange Securities. However, the staff
of the Commission has not considered the Exchange Offer in the context of a
no-action letter, and there can be no assurance that the staff of the Commission
would make a similar determination with respect to the Exchange Offer as in such
other circumstances. By tendering the Registrable Securities in exchange for
Exchange Securities, each holder, other than a broker-dealer, will represent to
the Company and the Trust that: (i) it is not an affiliate of the Company or the
Trust (as defined under Rule 405 of the Securities Act); (ii) any Exchange
Securities to be received by it were acquired in the course of its ordinary
business; and (iii) it is not engaged in, and does not intend to engage in, a
distribution of the Exchange Securities and has no arrangement or understanding
to participate in a distribution of the Exchange Securities.

           Each broker-dealer that receives Exchange Securities for its own
account pursuant to the Exchange Offer must acknowledge that it will deliver a
prospectus in connection with any resale of such Exchange Securities. The Letter
of Transmittal states that by so acknowledging and by delivering a prospectus, a
broker-dealer will not be deemed to admit that it is an "underwriter" within the
meaning of the Securities Act. This Prospectus, as it may be amended or
supplemented from time to time, may be used by a broker-dealer in connection
with resales of Exchange Securities received in exchange for Registrable
Securities where such Registrable Securities were acquired by such broker-dealer
as a result of market-making activities or other trading activities. The Company
and the Trust have agreed that, starting on the date on which the Exchange Offer
is consummated and ending on the close of business one year after such date,
they will make this Prospectus available to any broker-dealer for use in
connection with any such resale. See "Plan of Distribution."










<PAGE>
<PAGE>
                                    ANNEX B
 
         Based on interpretations by the staff of the Commission as set forth in
no-action letters issued to third parties, the Company and the Trust believe
that holders of Registrable Securities (other than any holder that is an
"affiliate" of the Company or the Trust as defined under Rule 405 of the
Securities Act) who exchange their Registrable Securities for Exchange
Securities pursuant to the Exchange Offer may offer such Exchange Securities for
resale, resell such Exchange Securities and otherwise transfer such Exchange
Securities without compliance with the registration and prospectus delivery
provisions of the Securities Act, provided that such Exchange Securities are
acquired in the ordinary course of such holders' business and such holders are
not engaged in, and do not intend to engage in, a distribution of such Exchange
Securities and have no arrangement or understanding with any person to
participate in the distribution of such Exchange Securities. However, the staff
of the Commission has not considered the Exchange Offer in the context of a
no-action letter, and there can be no assurance that the staff of the Commission
would make a similar determination with respect to the Exchange Offer. Each
broker-dealer that receives Exchange Securities for its own account in exchange
for Registrable Securities, where such Registrable Securities were acquired by
such broker-dealer as a result of market-making activities or other trading
activities, must acknowledge that it will deliver a prospectus in connection
with any resale of such Exchange Securities. See "Plan of Distribution."








<PAGE>
<PAGE>
                                    ANNEX C
 
                              PLAN OF DISTRIBUTION
 
         Each broker-dealer that receives Exchange Securities for its own
account pursuant to the Exchange Offer must acknowledge that it will deliver a
prospectus in connection with any resale of such Exchange Securities. This
Prospectus, as it may be amended or supplemented from time to time, may be used
by a broker-dealer in connection with resales of Exchange Securities received
in exchange for Registrable Securities where such Registrable Securities were
acquired as a result of market-making activities or other trading activities.
The Company and the Trust have agreed that, starting on the date on which the
Exchange Offer is consummated and ending on the close of business one year after
such date, they will make this Prospectus, as amended or supplemented, available
to any broker-dealer for use in connection with any such resale. In addition,
until                , 199  , all dealers effecting transactions in the Exchange
Securities may be required to deliver a prospectus.
 
         The Company and the Trust will not receive any proceeds from any sale
of Exchange Securities by broker-dealers. Exchange Securities received by
broker-dealers for their own account pursuant to the Exchange Offer may be sold
from time to time in one or more transactions in the over-the-counter market, in
negotiated transactions, through the writing of options on the Exchange
Securities or a combination of such methods of resale, at market prices
prevailing at the time of resale, at prices related to such prevailing market
prices or negotiated prices. Any such resale may be made directly to purchasers
or to or through brokers or dealers who may receive compensation in the form of
commissions or concessions from any such broker-dealer and/or the purchasers of
any such Exchange Securities. Any broker-dealer that resells Exchange Securities
that were received by it for its own account pursuant to the Exchange Offer and
any broker or dealer that participates in a distribution of such Exchange
Securities may be deemed to be an "underwriter" within the meaning of the
Securities Act and any profit on any such resale of Exchange Securities and any
commissions or concessions received by any such persons may be deemed to be
underwriting compensation under the Securities Act. The Letter of Transmittal
states that by acknowledging that it will deliver and by delivering a
prospectus, a broker-dealer will not be deemed to admit that it is an
"underwriter" within the meaning of the Securities Act.
 
         For a period of one year after the date of which the Exchange Offer is
consummated, the Company and the Trust will promptly send additional copies of
this Prospectus and any amendment or supplement to this Prospectus to any
broker-dealer that requests such documents in the Letter of Transmittal. The
Company and the Trust have agreed to pay all expenses incident to the Exchange
Offer (including the expenses of one counsel for the Holders of the Registrable
Securities) other than commissions or concessions of any brokers or dealers and
will indemnify the Holders of the Registrable Securities (including any
broker-dealers) against certain liabilities, including liabilities under the
Securities Act.
 
         [If applicable, add information required by Regulation S-K Items 507
and/or 508.]








<PAGE>
<PAGE>
                                    ANNEX D

Rider A
 
         CHECK HERE IF YOU ARE A BROKER-DEALER AND WISH TO RECEIVE 10 ADDITIONAL
         COPIES OF THE PROSPECTUS AND 10 COPIES OF ANY AMENDMENTS OR SUPPLEMENTS
         THERETO.
 
         Name:                __________________________________________________
 
         Address:             __________________________________________________
 
                              __________________________________________________
 
Rider B

         The undersigned acknowledges that this Exchange Offer is being made by
the Company and the Trust based upon the Company's and Trust's understanding of
an interpretation by the staff of the Securities and Exchange Commission (the
"Commission") as set forth in no-action letters issued to third parties, that
the Exchange Securities issued in exchange for Registrable Securities by holders
thereof (other than to holders that are "affiliates" of the Company or the Trust
within the meaning of Rule 405 under the Securities Act), may be so issued
without compliance with the registration and prospectus delivery provisions of
the Securities Act, provided that: (i) such holders are not affiliates of the
Company or the Trust within the meaning of Rule 405 under the Securities Act;
(ii) such Exchange Securities are acquired in the ordinary course of such
holders' business; and (iii) such holders are not engaged in, and do not intend
to engage in, a distribution of such Exchange Securities and have no arrangement
or understanding with any person to participate in the distribution of such
Exchange Securities. However, the staff of the Commission has not considered the
Exchange Offer in the context of a no-action letter and there can be no
assurance that the staff of the Commission would make a similar determination
with respect to the Exchange Offer as in other circumstances. If a holder of
Registrable Securities is an affiliate of the Company, or is engaged in or
intends to engage in a distribution of the Exchange Securities or has any
arrangement or understanding with respect to the distribution of
the Exchange Securities to be acquired pursuant to the Exchange Offer,
such holder could not rely on the applicable interpretations of the staff of the
Commission and must comply with the registration and prospectus delivery
requirements of the Securities Act in connection with any secondary resale
transaction. If the undersigned is a broker-dealer that will receive Exchange
Securities for its own account in exchange for Registrable Securities, it
represents that the Registrable Securities to be exchanged for Exchange
Securities were acquired by it as a result of market-making activities or other
trading activities and acknowledges that it will deliver a prospectus in
connection with any resale of such Exchange Securities; however, by so
acknowledging and by delivering a prospectus, the undersigned will not be deemed
to admit that it is an "underwriter" within the meaning of the Securities Act.



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