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                                                                   Exhibit 10.45
                                   DEMAND NOTE
                                  (This "Note")


Amount:  US$100,000,000                                  June 19, 2001
                                                         Bridgetown, Barbados

         FOR VALUE RECEIVED, PXRE REINSURANCE (BARBADOS) LTD., a company
organized under the laws of Barbados (the "Maker"), hereby promises to pay to
the order of PXRE GROUP LTD., a company organized under the laws of Bermuda (the
"Payee"; Payee, and any subsequent holder of holders hereof being hereinafter
referred to collectively as "Holder"), ON DEMAND, the principal sum of ONE
HUNDRED MILLION DOLLARS (US$100,000,000) in lawful money of the United States of
America ("U.S. Dollar Funds"), together with any accrued and unpaid interest
thereon at the rate set forth in Section 2 below, as such amount may be
decreased by partial repayments made pursuant to Section 3.a. below and
prepayments made pursuant to Section 4 below, in accordance with the provisions
of this Note.

1.       Representations and Warranties. The Maker represents and warrants to
         the Payee as follows:

         a.       The making and performance of this Note will not (immediately
                  or with the passage of time, the giving of notice, or both)
                  (x) violate the articles of incorporation, by-laws or other
                  corporate instruments of the Maker or violate any laws or
                  result in the default under any material contract, agreement
                  or instrument to which the Maker is a party or by which the
                  Maker or its property is bound, or (y) result in the creation
                  or imposition of any lien upon any of the material assets of
                  the Maker;

         b.       The Maker has the corporate power and authority to enter into
                  this Note, to incur the obligations herein and has taken all
                  necessary corporate action to authorize the execution,
                  delivery and performance of this Note; and

         c.       This Note is the legal, valid and binding obligation of the
                  Maker, enforceable in accordance with its terms, subject as to
                  enforcement only to applicable bankruptcy, insolvency,
                  reorganization and similar loans affecting creditors' rights
                  generally and the availability of equitable remedies and
                  public policy considerations.

2. Interest.

         a.       Interest will accrue on the unpaid principal amount of this
                  Note during the period from and including the date hereof to
                  (but excluding) the date on which the outstanding principal
                  amount of this Note is paid in full at a rate per annum equal
                  to seven percent (7%), compounded daily, based on a 360-day
                  year and charged on the basis of actual days elapsed, from the
                  date hereof until payment in full.

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         b.       Interest shall be due and payable on December 31 of each
                  calendar year during which all or any portion of the principal
                  amount of this Note remains outstanding. If any interest due
                  and payable hereunder remains unpaid for twenty-three (23)
                  calendar months after such interest becomes due and payable,
                  such interest shall be added to any unpaid principal amount
                  due hereunder.

3.       Demand for Payment.

         a.       Subject to the prescribed solvency margins under the Insurance
                  Act of Barbados (the "Insurance Act"), the Holder, at its
                  option, shall have the right, at any time (i) to demand that
                  the Maker repay all or any portion of the outstanding
                  principal amount of this Note together with interest accrued
                  on the amount so repaid at the aforesaid rate up to (but
                  excluding) the date of repayment or (ii) to demand that the
                  Maker pay all or any portion of the interest accrued on the
                  outstanding principal amount of this Note at the aforesaid
                  rate up to (but excluding) the date of such demand. From and
                  after the date of any repayment of principal of this Note,
                  interest shall cease to accrue on the portion of principal of
                  this Note so repaid.

         b.       All payments demanded hereunder shall be due and payable no
                  later than the second (2nd) business day following written
                  demand by the Holder. For the purposes of this Note, "business
                  day" means any day other than a Saturday, Sunday or a day on
                  which commercial banks are required to be closed for regular
                  banking business in Hamilton, Bermuda or Bridgetown, Barbados.

         c.       All payments to be made by the Maker to the Payee under this
                  Note shall be made on the due date in immediately available
                  U.S. Dollar Funds to such account with such bank as the Holder
                  shall from time to time notify Maker in writing.

         d.       All payments to be made by the Maker hereunder shall be made
                  without set-off, deduction or counterclaim of any kind
                  whatsoever.

         e.       All payments to be made by the Maker hereunder shall be made
                  free and clear of and without deduction for or on account of
                  any present or future taxes or duties of any nature now or
                  hereafter imposed (other than withholding taxes), unless the
                  Maker is compelled by law to make payment subject to any such
                  taxes.

4.       Optional Prepayments. Subject to the prescribed solvency margins under
         the Insurance Act, the Maker, at its option, may prepay all or a
         portion of the outstanding principal amount of this Note at any time
         and from time to time with interest on the amount prepaid at the
         aforesaid rate up to (but excluding) the date of prepayment. Any such
         prepayment shall be made without premium or penalty and shall be
         applied first to all accrued and unpaid interest and the remainder to
         the outstanding principal amount of this Note. From and after the date
         of any prepayment of this Note, interest shall cease to accrue on the
         portion of this Note so prepaid.



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5.       Subordination of Payments. Notwithstanding anything contained herein to
         the contrary, the Maker's obligations under this Note are subordinate
         in right and time to Maker's obligations under that certain First
         Amended and Restated Credit Agreement, dated as of August 31, 1999, by
         and among PXRE Corporation (as Borrower), Payee, Maker (Payee and
         Maker, collectively, as Guarantors), certain banks and financial
         institutions listed on Schedule 1.1 thereof (collectively, as Lenders),
         and First Union National Bank (as Agent).

6.       Presentment for Payment. Presentment for payment, demand, protest and
         notice of demand, protest and nonpayment are hereby waived by the Maker
         and all other parties hereto. No failure to accelerate the indebtedness
         evidenced hereby by reason of an event of default (as defined in
         Paragraph 7 below) hereunder, acceptance of a past due installment, or
         indulgences granted from time to time shall be construed (x) as a
         novation of this Note or as a reinstatement of the indebtedness
         evidenced hereby or as a waiver of such right of acceleration or of the
         right of Holder thereafter to insist upon strict compliance with the
         terms of this Note, or (y) to prevent the exercise of such right of
         acceleration or any other right granted hereunder or by any applicable
         law; and Maker hereby expressly waives the benefit of any statute or
         rule of law or equity now provided, or which may hereafter be provided,
         which would produce a result contrary to or in conflict with the
         foregoing. No extension of the time for the payment of this Note or any
         installment due hereunder, made by agreement with any person now or
         hereafter liable for the payment of this Note shall operate to release,
         discharge, modify, change or affect the original liability of Maker
         under this Note, either in whole or in part unless Holder agrees
         otherwise in writing. Time is of the essence of this Note.

7.       Event of Default. Any of the following shall constitute an "Event of
         Default" under this Note:

         a.       Except as otherwise permitted by the terms hereof, the Maker
                  fails to make any payment of principal or interest due
                  hereunder as required hereby, and such default continues for
                  five (5) days after notice of default from the Holder;

         b.       The Maker defaults in the performance of any other terms or
                  conditions of this Note or in the performance of any material
                  covenants hereunder, and such default continues for thirty
                  (30) days after notice of default from the Holder;

         c.       Any representation or warranty by the Maker contained herein
                  or any other agreement delivered in connection herewith or
                  therewith shall prove to be inaccurate in any material
                  respect; or

         d.       The Maker becomes insolvent, is unable to pay its debts under
                  the Insurance Act, or admits in writing its inability to pay
                  its debts as they mature; or applies for, consents to, or
                  acquiesces in the appointment of a trustee or receiver for any
                  of their respective property; or in the absence of an
                  application, consent, or acquiescence, a trustee or receiver
                  is appointed for either of them or a substantial part of
                  either entity's property and is not discharged within ninety
                  (90) days; or otherwise commits an act of bankruptcy or
                  insolvency law, or any dissolution or liquidation proceeding,
                  is instituted by or against either of them and if instituted
                  is consented to or acquiesced in by either of them or remains
                  for ninety (90) days undismissed.



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         If an Event of Default shall occur and be continuing, the Holder may
         (x) declare this Note to be immediately due and payable, by telefax or
         other notice mailed or delivered to the Maker at its address provided
         to the Holder from time to time, whereupon the same shall become
         forthwith due and payable without presentment, demand, protest and
         notice of dishonor of this Note or any other notice of any kind, all of
         which are hereby expressly waived, and (y) proceed to protect and
         enforce its rights hereunder, by action at law, suit in equity or
         otherwise. In the event of any such declaration, the Maker agrees to
         pay the Holder on demand from time to time such amounts as shall cover
         costs and expenses of collection of this Note including, without
         limitation, the fees and expenses of attorneys for the Holder advising
         the Holder with respect to its rights or collection of this Note.

8.       Governing Law. This Note, the legal relations between the parties and
         the adjudication and the enforcement thereof shall be governed by and
         interpreted and construed in accordance with the substantive laws of
         the State of New York other than any conflict of law rules which might
         result in the application of the laws of any other jurisdiction.

9.       Amendments. This Note may be amended, supplemented or modified only by
         a written instrument duly executed by Maker and Holder.

         IN WITNESS WHEREOF, Maker has executed this Note on the date first
above written.

                                   PXRE REINSURANCE (BARBADOS) LTD.

                                   By:  /s/ Jeffrey L. Radke
                                        ---------------------------------------
                                   Name: Jeffrey L. Radke
                                   Title: Direct