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                                                                   Exhibit 10.3


                                AMENDMENT TO THE
                              AMENDED AND RESTATED
                          FACULTATIVE OBLIGATORY QUOTA
                         SHARE RETROCESSIONAL AGREEMENT


         This AMENDMENT TO THE AMENDED AND RESTATED FACULTATIVE OBLIGATORY QUOTA
SHARE RETROCESSIONAL AGREEMENT, effective as of November 20, 2002 (this
"Amendment"), is made in respect of the Amended and Restated Facultative
Obligatory Quota Share Retrocessional Agreement, dated as of October 1, 1997
(and as heretofore and as amended hereby, the "Quota Share Agreement"), between
SELECT REINSURANCE LTD., a Bermuda company (the "Reinsurer"), and PXRE
REINSURANCE COMPANY, a Connecticut company (the "Company"). Capitalized terms
used herein but not otherwise defined shall have the meanings given to such
terms in the Quota Share Agreement.

                                    RECITALS

         WHEREAS, the parties desire to extend the term of the Quota Share
Agreement;

         NOW THEREFORE, for good and valuable consideration, receipt of which is
hereby acknowledged, it is hereby mutually agreed by the parties as follows:

                                    ARTICLE I

                                    AMENDMENT

         The "Termination Date" of December 31, 2002 currently set forth in
Article III of the Quota Share Agreement is hereby deleted and, henceforth, the
"Termination Date" shall be December 31, 2005. Notwithstanding the foregoing,
for the avoidance of doubt, the Reinsurer hereby acknowledges that, in
determining the Quota Share that the Company may offer to cede to the Reinsurer
for the Policy Year 2004 and the Policy Year 2005, pursuant to Article II of the
Quota Share Agreement, the Company may, in its sole discretion, offer to cede a
Quota Share of 0% (zero percent).

                                   ARTICLE II

                                  MISCELLANEOUS

         This Amendment shall be construed and enforced in accordance with, and
governed by, the laws of the State of New York (other than any conflict of law
rule which might result in the application of the law of any other
jurisdiction).

         This Amendment may not be modified or amended or any term or provision
hereof waived or discharged except in writing signed by the party against whom
such amendment, modification, waiver or discharge is sought to be enforced.
Except as provided for herein, the terms of the Quota Share Agreement shall
remain in effect.


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         This Amendment may be executed in any number of counterparts, each such
counterpart being deemed to be an original instrument, and all such counterparts
shall together constitute the same Amendment.

         IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
signed by their duly authorized officers as of the date first written above.


                               PXRE REINSURANCE COMPANY


                               By  /s/ Gerald L. Radke
                                   --------------------------------
                                   Name:       Gerald L. Radke
                                   Title:      Chief Executive Officer




                               SELECT REINSURANCE LTD.


                               By  /s/ Robert P. Myron
                                   ----------------------------------
                                   Name:       Robert P. Myron
                                   Title:      President

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November 20, 2002


Select Reinsurance Ltd.
Victoria Hall
Hamilton, Bermuda


         This letter agreement (this "Agreement") will confirm our agreement
with respect to the following matters:

1.       In each of the three calendar years from 2003 through 2005, PXRE
         Reinsurance Company and its affiliates (collectively, "PXRE") will, if
         consistent with the reasonable business needs of PXRE, use reasonable
         efforts to offer or introduce to Select Reinsurance Ltd. ("Select Re")
         reinsurance business with aggregate premiums equal to a minimum of 20%
         of Select Re's shareholders' equity at $115 million ("Subject Equity"),
         provided, in each of 2004 and 2005, Subject Equity shall increase by
         the earnings thereon in the prior calendar year, if any, and, subject
         to the prior written consent of PXRE, by the amount of any additional
         capital raised by Select Re. Notwithstanding the foregoing, Select Re
         and PXRE agree that Select Re shall have the right to accept or reject
         any risk offered by PXRE and that the minimum undertaking for a
         particular calendar year shall be appropriately adjusted in the event
         that during such calendar year Subject Equity is adversely impacted by
         insurance, investment or other losses.

2.       With respect to non-finite reinsurance business ceded from PXRE to
         Select Re, Select Re shall within forty-five (45) days after the close
         of each calendar quarter pay to PXRE a ceding commission equal to 15%
         of gross premiums, less any returns and/or cancellations, ceded to
         Select Re on all non-finite reinsurance business primarily involving
         excess property, marine and aerospace risks during such quarter

3.       With respect to finite reinsurance business ceded from PXRE to Select
         Re, Select Re shall pay a ceding commission or a profit commission, or
         some combination of both to PXRE in respect thereof as PXRE and Select
         Re may agree on a case by case basis.


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4.       With respect to reinsurance business introduced directly to Select Re
         by PXRE following a favorable underwriting recommendation by PXRE, or
         substantially similar risks written by Select Re with the same cedant
         or an affiliate of such cedant or with others utilizing proprietary
         information or techniques developed by or for PXRE, Select Re shall
         within forty-five (45) days after the close of each calendar quarter
         pay to PXRE with respect to such quarter:

         (a)      15% of gross premiums, less any returns and/or cancellations,
                  received by Select Re on business primarily involving excess
                  property, marine and aerospace risks;

         (b)      20% of Select Re's margin on finite risks; and

         (c)      5% of gross premiums, less any returns and/or cancellations,
                  received by Select Re on other business, including casualty
                  and pro rata property, marine and aerospace risks.

5.       With respect to any reinsurance business introduced directly by PXRE or
         its affiliates and written directly by Select Re without a favorable
         underwriting recommendation by PXRE or its affiliates, Select Re shall
         make such payment to PXRE in respect thereof as PXRE and Select Re may
         agree on a case by case basis.

6.       For purposes of this Agreement, the term "reinsurance business" shall
         mean (i) non-finite reinsurance business of the type written in the
         ordinary course of business by PXRE; (ii) any finite reinsurance
         contract if (x) PXRE at the time such contract is offered to Select Re
         advises Select Re in good faith that in PXRE's judgment such contract
         should be treated as a reinsurance transaction, and not as a deposit
         transaction, under United States generally accepted accounting
         principles; or (y) PXRE at the time such contract is offered to Select
         Re advises Select Re in good faith that in PXRE's judgment such
         contract should be treated as a deposit transaction, and not as a
         reinsurance transaction, under United States generally accepted
         accounting principles and Select Re agrees to accept the cession of
         such contract; or (iii) any other contract that the parties may agree
         in writing to deem "reinsurance business" for purposes of this
         Agreement.

7.       This Agreement may be terminated:

         (a)      by PXRE by notice to Select Re in the event that Select Re's
                  shareholders' equity (calculated under United States generally
                  accepted accounting principles) shall have declined by 50% or
                  more from the amount of such shareholders' equity as at the
                  previous December 31;


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         (b)      by PXRE upon (i) a material breach by Select Re or any of its
                  subsidiaries or affiliates of its obligations under this
                  Agreement or under any reinsurance agreement (or related
                  agreement) between the parties hereto or any of their
                  subsidiaries or affiliates (x) which breach has not been cured
                  within ten (10) days following receipt by Select Re of written
                  notice of such breach or (y) if such breach is not susceptible
                  to cure within such ten (10) day period, steps reasonable
                  designed to cure such breach are not commenced within such
                  period, such steps are not diligently pursued or such breach
                  is not cured within a reasonable period following such written
                  notice of breach, (ii) the conviction of, or plea of nolo
                  contendere by, Select Re or any of its subsidiaries or
                  affiliates or any of their respective directors (other than
                  any designated by PXRE) or executive officers ("Select Re
                  Persons") to a felony or a crime involving moral turpitude, or
                  the entry of a judgment no longer subject to appeal against
                  Select Re or any of its subsidiaries or affiliates or any of
                  the Select Re Persons finding a common law fraud, or other
                  unlawful conduct by Select Re or any of its subsidiaries or
                  affiliates or any of the Select Re Persons that is injurious
                  to the financial condition or reputation of, or is otherwise
                  materially injurious to, PXRE or any of its subsidiaries or
                  affiliates; or (iii) upon a Change in Control. In the event
                  PXRE elects to terminate this agreement under paragraph
                  6(b)(iii), such termination shall take effect no earlier than
                  three months after notice to Select Re of such election and
                  during the period prior to the effectiveness of the
                  termination, PXRE shall remain obligated, consistent with the
                  reasonable business needs of PXRE, to use reasonable efforts
                  to offer or introduce to Select Re reinsurance business as
                  provided for in paragraph 1 and otherwise in accordance with
                  the terms of this agreement, provided, however, that the
                  minimum percentage of Subject Equity to be offered or
                  introduced during such notice period shall be reduced pro rata
                  to reflect the portion of the calendar year following the
                  effectiveness of the termination; or

         (c)      by Select Re upon (i) a material breach by PXRE or any of its
                  subsidiaries or affiliates of its obligations under this
                  Agreement or under any reinsurance agreement (or related
                  agreement) between the parties hereto or any of their
                  subsidiaries or affiliates (x) which breach has not been cured
                  within ten (10) days following receipt by PXRE of written
                  notice of such breach or (y) if such breach is not susceptible
                  to cure within such ten (10) day period, steps reasonably
                  designed to cure such breach are not commenced within such
                  period, such steps are not diligently pursued or such breach
                  is not cured within a reasonable period following such written
                  notice of breach or (ii) the conviction of, or plea of nolo
                  contendere by, PXRE or any of its subsidiaries or affiliates
                  or any of their respective directors or executive officers
                  (the "PXRE Persons") to a felony or crime involving moral
                  turpitude, or the entry of a judgment no longer subject to
                  appeal against PXRE or any of its subsidiaries or affiliates
                  or any of the PXRE Persons finding a common law fraud, or
                  other unlawful conduct by PXRE or any of its subsidiaries or
                  affiliates or any of the PXRE Persons that is injurious to the
                  financial condition or reputation, of or is otherwise
                  materially injurious to, Select Re or any of its subsidiaries
                  or affiliates.


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         (d)      A "Change of Control" shall be deemed to have occurred with
                  respect to PXRE if:

                  i.       any "person" (as such term is used in Sections 13(d)
                           and 14(d) of the United States Securities and
                           Exchange Act of 1934) (other than any holder of
                           Series A, Series B or Series C Convertible Voting
                           Preferred Shares of PXRE Group Ltd. ("PXT") by reason
                           of the receipt of share dividends), directly or
                           indirectly, acquires securities of PXT representing
                           40% or more of the combined voting power of PXT's
                           then outstanding securities with respect to matters
                           presented at PXT's general meetings, other than the
                           election of directors ("Voting Power"); provided,
                           however, that the disposition by an original holder
                           of either Series A, Series B or Series C Convertible
                           Voting Preferred Shares (a "Preferred Shareholder")
                           of such preferred shares (or any securities into
                           which such shares have ultimately been converted) to
                           a person will not constitute a Change of Control
                           under this clause (i) unless (x) such person,
                           immediately following such acquisition from such
                           Preferred Shareholder, holds securities representing
                           at least 50% Voting Power, or (y) such person has
                           acquired securities from more than one Preferred
                           Shareholder in the same or related transactions, and
                           immediately following the last of such transactions,
                           holds securities representing at least 40% Voting
                           Power; provided further, however, if, by reason of
                           the preceding proviso, the acquisition by a person of
                           at least 40% but less than 50% Voting Power does not
                           constitute a Change of Control under this clause (i),
                           a Change of Control will be deemed to occur if such
                           person thereafter becomes holder of at least 50%
                           Voting Power, whether or not pursuant to a related
                           transaction; or

                  ii.      the stockholders of PXT approve (A) any merger or
                           consolidation of PXT with any other corporation,
                           other than a merger or consolidation in which PXT is
                           the surviving entity or a merger or consolidation
                           which would result in the holders of the voting
                           securities of PXT outstanding immediately prior
                           thereto holding immediately thereafter securities
                           representing more than 55% of the combined voting
                           power of the voting securities of PXT or such
                           surviving entity outstanding immediately after such
                           merger or consolidation, or (B) any sale or other
                           disposition (in one transaction or a series of
                           related transactions) of all, or substantially all,
                           of the assets of PXT.


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                           The party desiring to terminate this Agreement
                           pursuant to clause (a) through (c) above shall give
                           prompt written notice of such termination to the
                           other party. No termination of this Agreement
                           pursuant to clause (a) through (c) above by a party
                           will relieve the other party from any liability for
                           any breach of this Agreement or any such reinsurance
                           agreement (or related agreement) or from the
                           performance of any obligation due with respect to any
                           period preceding such termination.

8.       The parties hereby agree that this Agreement amends, restates and
         replaces in its entirety the letter agreement, dated September 1, 1998,
         between PXRE Reinsurance Company and Select Re (as amended by the
         letter agreement dated November 1, 1999).

9.       This Agreement shall be governed as to performance, administration and
         interpretation by the laws of New York, exclusive of the rules with
         respect to conflicts of law.

If this foregoing correctly reflects our agreement, please sign and return to
the undersigned the enclosed copy of this letter.

                                   Sincerely,

                                   /s/ John Modin

                                   John Modin
                                   Senior Vice President and
                                    Chief Financial Officer


Agreed and Accepted:

SELECT REINSURANCE LTD.

By:    /s/ Robert P. Myron
   ----------------------------
Name:  Robert P. Myron
Title:   President
Date: