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                              CERTIFICATE OF MERGER

                                       of

                          TRANSNATIONAL RE CORPORATION
                             A Delaware Corporation

                                      INTO

                                PXRE CORPORATION
                             A Delaware Corporation

                        Pursuant to Section 251(c) of the
                        Delaware General Corporation Law

               PXRE Corporation, a Delaware corporation,  which desires to merge
(the "Merger") with Transnational Re Corporation, a Delaware corporation, hereby
certifies as follows:

               FIRST:  The  name  and  state  of  incorporation  of  each of the
constituent  corporations (the  "Constituent  Corporations") in the Merger is as
follows:

              Name                                        State of Incorporation
              ----                                        ----------------------
       Transnational Re Corporation                              Delaware
       PXRE Corporation                                          Delaware

               SECOND:  The  Agreement and Plan of Merger dated as of August 22,
1996, as amended by Amendment No. 1 dated as of September 27, 1996 and Amendment
No. 2 dated as of October 24, 1996,  between  Transnational  Re  Corporation,  a
Delaware corporation,  and PXRE Corporation, a Delaware corporation (the "Merger
Agreement"), has been approved, adopted, certified, executed and acknowledged by
each of the  Constituent  Corporations  in accordance  with the  requirements of
Section 251 of the Delaware General Corporation Law.

               THIRD: The Surviving  Corporation  shall be PXRE  Corporation,  a
Delaware corporation (the "Surviving Corporation").

               FOURTH: The Certificate of Incorporation of PXRE Corporation,  as
in effect  immediately  prior to the effective time of the Merger,  shall be the
certificate of incorporation of the Surviving Corporation.

               FIFTH:  The executed Merger Agreement is on file at the principal
place of business of the  Surviving  Corporation.  The address of the  principal
place  of  business  of  the  Surviving  Corporation  is  399  Thornall  Street,
Fourteenth Floor, Edison, New Jersey 08837.




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               SIXTH:  A copy of the Merger  Agreement  will be furnished by the
Surviving Corporation, on request and without cost, to any stockholder of either
Constituent Corporation.

               SEVENTH:  The Merger  shall become  effective  upon the filing of
this Certificate of Merger with the Secretary of State of the State of Delaware.

               IN WITNESS WHEREOF, PXRE Corporation, a Delaware corporation, has
caused  this  Certificate  of Merger to be signed by its  Chairman of the Board,
President and Chief Executive Officer, as of this 11th day of December, 1996.

                                PXRE CORPORATION

                                By:  /s/ Gerald L. Radke
                                    ---------------------------------
                                     Name:  Gerald L. Radke
                                     Title: Chairman of the Board, President
                                            and Chief Executive Officer

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